Margot Carter
EAGLE MATERIALSAbout Margot L. Carter
Independent Class II director of Eagle Materials Inc. (EXP) since 2017; age 57. President and Founder of Living Mountain Capital L.L.C.; co‑founder of Cien.ai. Former EVP/Chief Legal Officer at RealPage (2010–2015) and senior legal roles at The Princeton Review, Soundview Technology Group, Cantor/eSpeed, and SourceHOV; earlier corporate finance attorney at Morgan Lewis. Education: B.A., Binghamton University; J.D., Fordham University; NACD Directorship Certified. EXP’s Board has affirmatively determined Ms. Carter is independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RealPage, Inc. (Nasdaq: RP) | EVP, Chief Legal Officer & Secretary | 2010–2015 | Took company public; led M&A and governance |
| The Princeton Review, Inc. (Nasdaq: TPR) | EVP & General Counsel | 2004–2007 | Business sale to Bain Capital Ventures |
| Soundview Technology Group, Inc. (Nasdaq: SNDV) | EVP, General Counsel & Executive Managing Director | 2003–2004 | Sale to Charles Schwab |
| Cantor Fitzgerald & eSpeed, Inc. (Nasdaq: ESPD) | Assistant General Counsel | 2001–2003 | Trading/technology legal oversight |
| SourceHOV (Nasdaq: FYII) | EVP, General Counsel & Secretary | 1996–2000 | Corporate legal and governance |
| Morgan Lewis & Bockius | Corporate Finance Attorney | 1991–1996 | Capital markets and transactions |
External Roles
| Organization | Role | Tenure | Committees/Positions |
|---|---|---|---|
| Tyler Technologies, Inc. (NYSE: TYL) | Director | 2024–present | Board member |
| Installed Building Products, Inc. (NYSE: IBP) | Presiding Independent Director | 2014–present | Chair of Nominating & Governance; Audit Committee member |
| NACD North Texas Chapter | Chair (2022–2023), Chair Emeritus | Ongoing | Governance leadership |
| Interior Logic Group Holdings, Inc. | Director | 2017–2021 | Director through sale to Blackstone |
Board Governance
- Committee assignments at EXP: Compensation Committee member; Corporate Governance, Nominating & Sustainability Committee member; former Audit Committee member .
- Committee activity (FY 2025): Audit Committee met 7×; Compensation Committee 5×; Governance Committee 4× .
- Independence: Board determined Ms. Carter (and eight of nine continuing directors) are independent; no material relationships noted for Ms. Carter .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in FY2025; all directors attended the 2024 annual meeting; non‑employee directors hold executive sessions after all Board meetings .
- Board leadership: Independent Chairman (Michael R. Nicolais) since 2019; separated Chair/CEO roles; detailed risk oversight framework across committees .
Fixed Compensation
| Component | Program Terms (FY2025 cycle: Aug 2024–Jul 2025) | Carter Actual (FY2025) |
|---|---|---|
| Annual director compensation – Alternative 1 | $230,000 total: $105,000 cash + $125,000 equity (restricted stock and/or options) | Selected mixed cash/equity; Fees $70,000; Stock awards $125,122; Total $195,122 |
| Annual director compensation – Alternative 2 | $261,500 all‑equity (restricted stock/options); chair fees paid in equity with 30% premium | N/A (did not elect all‑equity) |
| Committee chair fees | $20,000 per year for Audit, Compensation, Governance chairs | Not applicable (not a chair) |
| Chairman of the Board fee | $125,000 (additional) | N/A |
Notes: Equity allocations are determined at grant (restricted stock priced at grant close; options priced at grant close; 10‑year term; time‑based vesting triggers as below) .
Performance Compensation
Directors receive time‑vested equity; no performance metrics (e.g., ROE/TSR) apply to director grants. Vesting schedule and holdings:
| Equity element | Carter outstanding (3/31/2025) | Vesting/Terms |
|---|---|---|
| Restricted stock | 478 shares | Vests on earliest of: 1‑year anniversary; next annual meeting ≥50 weeks from prior; retirement per policy; disability; death; accrues dividends paid upon vest |
| Stock options | None | N/A |
| RSUs | None | N/A |
Other Directorships & Interlocks
- Current public boards: Tyler Technologies; Installed Building Products (presiding independent director; committee leadership) .
- Interlocks/conflicts: EXP Board noted material relationships for other directors (Rush/Beckwitt) with a customer/supplier; no material relationship identified for Ms. Carter .
Expertise & Qualifications
- C‑suite governance and compensation expertise; extensive M&A and business development (including IPOs/sales); prior Audit Committee service at EXP and audit committee service at IBP; technology/legal/regulatory experience; NACD.DC credential .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Derivative/Unvested Detail |
|---|---|---|---|
| Margot L. Carter | 10,011 | <1% | Restricted stock: 478; Options: 0; RSUs: 0 (counts exclude RSUs/PSUs; options counted only if exercisable within 60 days per SEC rules) |
| Shares outstanding (record date) | 32,630,879 | — | Reference for % context |
Policy alignment:
- Company prohibits hedging, pledging, margin accounts, and trading in publicly‑traded options by directors, officers, and employees .
Governance Assessment
- Strengths: Independence; multi‑committee service (Compensation, Governance); robust attendance; legal/technology/M&A depth; policy alignment via anti‑hedging/pledging; independent Chair and structured risk oversight .
- Director pay mix: Carter elected mixed cash/equity; program unchanged YoY; equity grants are time‑vested (no performance metrics for directors), limiting pay‑for‑performance signals at the board level .
- Ownership alignment: Direct beneficial ownership with additional unvested restricted stock; no options/RSUs; overall stake <1% typical for non‑employee directors; firmwide policies restrict hedging/pledging .
- Shareholder signals: 2024 say‑on‑pay support was ~97.7% (strong alignment) ; at Aug 1–4, 2025 Annual Meeting, stockholders approved say‑on‑pay (28,975,589 For vs. 284,947 Against) and passed a proposal to declassify the Board (26,991,998 For vs. 2,264,406 Against) despite Board opposition—elevates investor emphasis on accountability/annual elections .
- Conflicts: No related‑party transactions disclosed involving Ms. Carter; a disclosed related‑party tax engagement involved the CFO’s spouse at KPMG with controls/approvals, not linked to Carter .
Appendix: Key Vote Outcomes (Aug 2025 Annual Meeting)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑pay (advisory) | 28,975,589 | 284,947 | 26,630 | 1,589,778 |
| Declassify Board (advisory shareholder proposal) | 26,991,998 | 2,264,406 | 30,762 | 1,589,778 |