Martin Ellen
EAGLE MATERIALSAbout Martin M. Ellen
Independent director of Eagle Materials Inc. (EXP); age 71; director since 2013. Former CFO and EVP at Dr Pepper Snapple Group; prior multi-decade CFO roles across industrial and consumer companies; Certified Public Accountant. Chairs the Audit Committee and is designated the Board’s “audit committee financial expert”; education includes B.S. in Accounting (University of Illinois) and MBA (Northwestern Kellogg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dr Pepper Snapple Group, Inc. (NYSE: DPS) | Chief Financial Officer & EVP | 2010–2018 | Led finance, audit, IT; M&A and business development; ESG oversight |
| Snap-on Inc. (NYSE: SNA) | CFO & SVP – Finance | 2002–2010 | Strategic planning, risk oversight, process improvement |
| Cabot Microelectronics (NYSE: CBT) | VP & CFO | 2001–2002 | Finance leadership |
| Whitman Corporation (NYSE: PAS) | SVP & CFO | 1998–2001 | Corporate finance, transactions |
| Caremark divisions | CFO, Home Healthcare & Physician Practice Mgmt | 1992–1998 | Divisional finance leadership |
| Sun Electric Corp. | CFO | 1988–1992 | Finance leadership |
| D&K Financial Corp. | CFO | 1984–1988 | Finance leadership |
| Price Waterhouse | Senior Audit Manager | 1975–1984 | Audit, accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SMU Cox School of Business – Business Leadership Center | Instructor | Not specified | Academic/executive education |
No current public company directorships disclosed for Ellen in EXP’s proxy .
Board Governance
- Independence: Board determined Ellen is independent under NYSE and Exchange Act rules .
- Committee assignments: Audit Committee Chair; Audit met 7 times in FY2025 .
- Audit committee financial expert designation: Ellen is identified as the Audit Committee’s “financial expert” per SEC rules .
- Board attendance: In FY2025, all incumbent directors attended at least 75% of Board and committee meetings; Board held 4 regular meetings .
- Governance processes: Non-employee directors meet in executive session after all Board meetings .
- Board leadership: Independent Chairman (Michael R. Nicolais); CEO is separate .
- Upcoming governance item: Non-binding shareholder proposal to declassify the Board; Board recommends AGAINST .
Fixed Compensation
| Component | Value | Timing/Vesting | Notes |
|---|---|---|---|
| Annual cash retainer (selected package 1) | $105,000 | Aug 2024–Jul 2025 | Package 1 total $230,000: $105k cash + $125k equity; alternative package 2: $261,500 equity-only |
| Audit Committee Chair fee | $20,000 (cash, per package 1) | Annual | Chairs of Audit/Comp/Gov receive $20k; cash if package 1; equity +30% premium if package 2 |
| Total fees earned in cash (FY2025) | $125,000 | FY ended Mar 31, 2025 | Includes base cash retainer + chair fee |
Performance Compensation
| Equity Type | Grant Value | Vesting | Key Terms |
|---|---|---|---|
| Restricted stock (FY2025 director grant) | $125,122 | Fully vests at earliest of: 1-year anniversary of grant; next annual meeting ≥50 weeks after prior; retirement per policy; disability; death | Shares accrue dividends during restriction; dividend paid upon vesting |
| Stock options | $0 (FY2025) | n/a | Directors can receive options; options granted in Aug 2024 had 10-year term; vest on same triggers as above |
| Director equity program alternatives | Package 1 equity $125,000; Package 2 equity $261,500 | As above | Ellen chose mixed cash/equity (package 1) |
No director performance metrics (e.g., ROE, TSR hurdles) are tied to Ellen’s director equity; vesting is service/tenure-based for directors. Executive PSU metrics detailed in CD&A apply to officers, not directors .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Status |
|---|---|---|---|
| None disclosed | — | — | No current public company boards disclosed for Ellen |
Board independence review noted potential customer/supplier relationships for other directors (Rush at BLDR; Beckwitt at Ferguson) and deemed immaterial; no related-party ties identified for Ellen .
Expertise & Qualifications
- Deep CFO experience across public companies; rigorous accounting, tax, treasury, audit, IT; extensive M&A (> $40B transactions) .
- Certified Public Accountant; Kellogg MBA; University of Illinois B.S. in Accounting .
- SEC-designated Audit Committee financial expert .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 10,827 shares | “Beneficial ownership” includes exercisable options within 60 days; RSUs/PSUs excluded |
| Options | 0 | As of Mar 31, 2025 |
| RSUs | 0 | As of Mar 31, 2025 |
| Restricted stock | 2,330 shares | Mix includes older tranches that vest at retirement and FY2025 grant vesting on near-term triggers |
| Ownership as % of outstanding | ~0.03% | 10,827 / 32,630,879 shares outstanding at record date (June 6, 2025) |
| Hedging/pledging | Prohibited by Company policy | Short sales, exchange-traded options, hedges, pledging/margin accounts prohibited |
Governance Assessment
- Strengths:
- Independent director; long-standing tenure since 2013; chairs Audit and serves as SEC “financial expert”—enhances financial reporting oversight .
- Solid attendance culture (≥75%); robust committee cadence (Audit 7x) .
- Director equity aligns incentives; hedging/pledging prohibited—improves alignment and reduces risk .
- Watch items:
- Board opposes declassification proposal; investors favor annual elections at many peers—monitor sentiment and voting outcomes .
- Director compensation mix: Ellen selected partial cash package rather than equity-only; alignment remains acceptable but less than full equity alternative .
- Conflicts/related-party exposure:
- None identified for Ellen; Company disclosed a KPMG tax engagement with CFO’s spouse conflict managed and pre-approved—no Ellen involvement .
- Shareholder sentiment signal:
- Say-on-pay support at 97.7% in 2024, indicating broad investor confidence in compensation governance generally .
Appendix: Director Compensation (FY2025)
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Martin M. Ellen | 125,000 | 125,122 | — | 250,122 |
Appendix: Committee Roster (FY2025)
| Committee | Chair | Members | Meetings |
|---|---|---|---|
| Audit | Martin M. Ellen | Mauro Gregorio; Mary P. Ricciardello; Richard R. Stewart; David Rush (appointed May 2025) | 7 |
| Compensation | George J. Damiris | Margot L. Carter; Michael R. Nicolais; David Rush (appointed May 2025) | 5 |
| Governance | Rick Beckwitt | Margot L. Carter; Mauro Gregorio; Mary P. Ricciardello | 4 |
References
- 2025 DEF 14A, Eagle Materials Inc. (EXP): Director biographies, independence, board/committee activity, director compensation, stock ownership, related-party policies and disclosures .