George Damiris
EAGLE MATERIALSAbout George J. Damiris
Independent director of Eagle Materials Inc. (EXP) since 2016; age 65. Retired President & CEO of HollyFrontier Corporation and Holly Energy Partners, L.P., with prior senior operating, commercial, and corporate development roles at Koch Industries. Holds a B.S. in Chemical Engineering and an MBA from Case Western Reserve University. Currently serves as Chair of the Compensation Committee; the Board has determined he is independent under NYSE and Exchange Act rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HollyFrontier Corporation | President & CEO | 2016–2019 | Led strategic planning, capital allocation, succession planning, investor relations; heavy industrial operations oversight. |
| Holly Energy Partners, L.P. | President & CEO | 2016–2019 | Oversaw regulated midstream operations; stakeholder relations. |
| HollyFrontier Corporation | EVP & COO | 2014–2016 | Operational leadership; supply and marketing oversight. |
| HollyFrontier Corporation | SVP, Supply & Marketing | 2008–2014 | Commercial leadership across refinery products. |
| HollyFrontier Corporation | VP, Corporate Development | 2007–2008 | Led M&A evaluation and execution. |
| Koch Industries (INVISTA Intermediates) | President | 2004–2007 | Business unit leadership in chemicals. |
| Koch Industries (Koch Capital Markets) | Managing Director | 2001–2004 | Corporate finance and capital markets leadership. |
| Koch Industries (Refining, Chemical, Gas Services, Petroleum Group) | Vice President/President/Manager | 1989–2001 | Commercial development and operations across refining, chemicals, gas services. |
External Roles
| Company/Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| MRC Global Inc. (NYSE: MRC) | Director | 2021–present | Public company board service. |
| HollyFrontier Corporation (NYSE: HFC) | Director | 2015–2019 | Public company board service. |
| Holly Energy Partners, L.P. (NYSE: HEP) | Director | 2016–2019 | Public company board service. |
| Petroleum Service Corporation | Director | 2021–2024 | Industry board service. |
| Case Western Reserve University | Alumnus | — | B.S. Chemical Engineering; MBA. |
Board Governance
- Committee assignments: Compensation Committee Chair; committee composed solely of independent directors (Damiris, Carter, Nicolais; Rush appointed May 2025). Five meetings in fiscal 2025; authorized to hire independent advisers; oversees CEO goals and pay, senior officer pay, 2023 Incentive Plan administration, non-employee director pay, and stock ownership guidelines.
- Independence: The Board determined Damiris is independent under NYSE and Exchange Act rules; no material relationships beyond service as director and stockholder.
- Attendance and engagement: Board held 4 regular meetings in fiscal year ended March 31, 2025; all incumbent directors attended ≥75% of Board and applicable committee meetings; non-employee directors meet in executive session after all Board meetings, without management.
- Compensation Committee interlocks: None requiring disclosure in fiscal 2025.
- Board class and term: Recommended for election as Class I director to a three-year term ending at the 2028 annual meeting.
Fixed Compensation (Director)
| Program Element | Value/Terms | FY 2024 (Damiris) | FY 2025 (Damiris) |
|---|---|---|---|
| Annual director compensation – Package (1): cash + equity | $230,000 total: $105,000 cash fees + $125,000 equity grant | Not elected | Not elected |
| Annual director compensation – Package (2): all equity | $261,500 equity grant | Elected; Stock awards $287,792; cash $0; options $0; total $287,792 | Elected; Stock awards $287,936; cash $0; options $0; total $287,936 |
| Committee chair fee (Compensation) | $20,000/year; if taken in equity (with Package 2), valued with 30% premium | Included in equity election | Included in equity election |
| Option grants (if applicable to directors) | 10-year term; exercise price = closing price on grant date; vest on earliest of 1-year anniversary, next annual meeting ≥50 weeks after prior, retirement under policy, disability, or death | Program terms apply (Damiris shows no FY2024 options) | Program terms apply (Damiris shows no FY2025 options) |
| Restricted stock grants (directors) | Vest on earliest of same conditions as options; voting rights during restriction; dividends accrue and pay at vest | Program terms apply | Program terms apply |
| Expense reimbursement | Reasonable expenses of attending meetings reimbursed | Yes | Yes |
Notes:
- Damiris elected to receive 100% of director compensation in equity (including chair fee) in FY2024 and FY2025.
- The higher reported stock award value vs. $261,500 reflects inclusion of chair fee premium and grant-date fair value under ASC 718.
Performance Compensation (Committee Oversight of Executive Pay)
| Metric | How Used | Governance Oversight |
|---|---|---|
| Operating Earnings (Annual) | Drives annual cash incentive award potential for executives; committee may reduce based on individual goals. | Compensation Committee sets goals, evaluates CEO performance, approves awards. |
| EBITDA (Annual) | Included in annual cash incentive framework to align pay with near-term performance. | Oversight of incentive mix and metrics; risk oversight role. |
| RSUs – Time-based | Long-term equity to align executives with shareholder value; time vesting. | Plan administration under 2023 Incentive Plan. |
| RSUs – Performance-based | Substantial portion of LTI tied to achievement of financial goals; performance vesting conditions. | Committee sets goals and monitors outcomes. |
| Stock Ownership Guidelines (Executives) | Multiple-of-salary ownership requirements; reviewed annually; all NEOs in compliance as of record date. | Committee recommends guidelines and monitors compliance. |
| Clawbacks | SEC/NYSE-compliant policy (COR-05) and supplemental policy (COR-06) for recovery of erroneous incentive compensation following restatements. | Administered by Board/Committee as applicable. |
| Say-on-Pay Outcome | 2024 approval ~97.7%—strong shareholder support of program. | Committee reviewed feedback; refined LTI program elements. |
Change-of-control terms: Under the 2013 Plan, unvested options, restricted stock, and RSUs generally vest immediately upon a change-in-control unless assumed/replaced with equivalent awards; performance awards vest at target/maximum or as determined by the Committee.
Other Directorships & Interlocks
| Counterparty | Relationship to EXP | Board Independence Assessment |
|---|---|---|
| MRC Global (MRC) | Damiris Director (external) | No material relationship disclosed with EXP; Damiris independent. |
| HollyFrontier (HFC), Holly Energy Partners (HEP) | Former Director | Historical roles; no current relationship affecting independence. |
| Petroleum Service Corporation | Former Director | No current relationship affecting independence. |
| Compensation Committee Interlocks | — | None requiring disclosure in FY2025. |
Expertise & Qualifications
- Deep leadership across regulated heavy industrial businesses; strong commercial and operational oversight.
- Extensive public company leadership: strategic planning, capital allocation, compensation programs, succession planning, governance, investor/stakeholder relations.
- Proven M&A/business development: identifying, evaluating, executing, and integrating M&A and capital projects.
- Technical foundation in chemical engineering and MBA-level finance/management training.
Equity Ownership
| Metric | FY 2024 (as of 3/31/2024) | FY 2025 (as of 3/31/2025 / 6/6/2025) |
|---|---|---|
| Beneficially owned shares (Rule 13d-3) | — | 7,943; <1% of outstanding (group of 17 at 1.5%). |
| Director stock options (outstanding) | 0 | 0 |
| RSUs (outstanding) | 0 | 0 |
| Restricted stock (outstanding) | 1,507 | 1,100 |
| Hedging/pledging of EXP stock | Prohibited by insider trading policy (directors, officers, employees). | |
| Vesting terms for FY2024/FY2025 director grants | Earliest of 1‑yr anniversary, next annual meeting ≥50 weeks after prior, retirement under policy, disability, or death; dividends accrue and pay at vest. |
Fixed Compensation (Program Details for Directors)
| Component | Amount | Vesting/Terms |
|---|---|---|
| Annual Cash Fees (Package 1) | $105,000 | Paid during service year. |
| Equity Grant (Package 1) | $125,000 | RS/Options with vesting as listed; options 10-year term at grant-date closing price. |
| Equity Grant (Package 2) | $261,500 | RS/Options with vesting as listed; options 10-year term at grant-date closing price. |
| Compensation Committee Chair Fee | $20,000 | If taken in equity, valued with 30% premium. |
Performance Compensation
| Executive Incentive Element | Metric Targeting | Notes |
|---|---|---|
| Annual cash incentive | Operating earnings; EBITDA; individual performance discretion | Aligns near-term pay with profitability; Committee can adjust downward for individual performance. |
| Long-term equity (RSUs) | Time- and performance-vesting | Drives long-term shareholder value creation; substantial portion tied to financial goals. |
| Ownership guidelines | Multiple of salary (CEO 5x; other NEOs 3x) | All NEOs compliant as of record date; annual compliance review. |
| Clawbacks | SEC/NYSE-compliant plus supplemental policy | Recovery of erroneously received incentive compensation post-restatement. |
Governance Assessment
-
Strengths
- Independent director with deep operational and M&A expertise; Chair of Compensation Committee with clear oversight remit and use of outside advisers; five meetings in FY2025 indicate active engagement.
- Elected to receive 100% of director compensation in equity (including chair fee), signaling alignment with shareholders.
- Strong say-on-pay support (~97.7% in 2024) under his committee leadership; pay practices emphasize at-risk compensation tied to operating earnings, EBITDA, and performance-vesting RSUs.
- Robust governance controls: clawbacks, prohibition of hedging/pledging/margin accounts, regular executive sessions of non-employee directors, and independence confirmed.
-
Potential Conflicts/Red Flags
- No compensation committee interlocks requiring disclosure; no related-party transactions or material relationships disclosed for Damiris.
- Shares beneficially owned are <1% of outstanding; while the equity-only election increases alignment, absolute ownership remains modest.
- Director ownership guidelines for non-employee directors are overseen but specific numeric director targets are not disclosed in the proxy excerpts provided.
Overall, Damiris presents as an effective, independent compensation leader with strong industrial and transactional credentials, clear governance controls, and equity-aligned director pay; no material conflicts or attendance issues are disclosed.