Mary Ricciardello
EAGLE MATERIALSAbout Mary P. Ricciardello
Retired Senior Vice President and Chief Accounting Officer at Reliant Energy, Mary P. Ricciardello is an independent director of Eagle Materials (EXP), serving on the Audit and the Corporate Governance, Nominating and Sustainability Committees; she is age 69 and has served as an independent director since 2020 . Her credentials include a B.B.A. (University of South Dakota), an M.B.A. in Finance (University of Houston), CPA licensure, and Carnegie Mellon’s CERT Certificate in Cybersecurity (2017), reflecting deep finance, accounting, governance, strategic transactions, executive compensation, and ESG expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reliant Energy Inc. | Senior Vice President & Chief Accounting Officer | 1999–2002 | Corporate finance, tax, accounting oversight |
| Reliant Energy Inc. | Vice President & Comptroller | 1996–1999 | Accounting leadership |
| Reliant Energy Inc. | Comptroller | 1993–1996 | Accounting leadership |
| Houston Lighting & Power Company | Assistant Treasurer & Assistant Corporate Secretary | 1991–1993 | Treasury/secretarial support |
| Houston Lighting & Power Company | Manager, Financial Services | 1986–1990 | Financial services management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ProPetro Holding Corp. (NYSE: PUMP) | Director | 2023–present | Not disclosed |
| Devon Energy (NYSE: DVN) | Director | 2008–2021 | Not disclosed |
| Noble Corporation (NYSE: NE) | Director | 2003–2020 | Not disclosed |
| EnLink Midstream (NYSE: ENLC) | Director | 2014–2018 | Not disclosed |
| Midstates Petroleum (NYSE: MPO) | Director | 2010–2013 | Not disclosed |
| U.S. Concrete (Nasdaq: RMIX) | Director | 2003–2010 | Not disclosed |
| NACD TriCities (Houston) | Board Leadership Fellow | Not disclosed | Governance leadership training |
| University of Saint Thomas | Executive Committee Member; Audit & Finance Committee Chair | 2012–2017 | Audit/Finance oversight |
| Galveston/Houston Catholic Endowment Foundation | Vice President & Assistant Treasurer; Executive Committee; Finance Committee | 2003–2012 | Finance oversight |
Board Governance
- Independence: The Board determined Ms. Ricciardello has no material relationship with the Company and is independent under NYSE rules and the Exchange Act .
- Committee assignments: Member, Audit Committee (7 meetings in FY2025) and Corporate Governance, Nominating & Sustainability Committee (4 meetings in FY2025) .
- Board structure and term: Classified board; Ms. Ricciardello is Class II, term expiring in 2026 .
- Attendance: All incumbent directors attended at least 75% of Board and applicable committee meetings in FY2025; non-employee directors meet in executive session after each Board meeting .
- Say‑on‑pay signal: 2024 say‑on‑pay received ~97.7% approval, indicating strong investor support for compensation practices overseen by the Compensation Committee and Board .
- Audit oversight: Audit Committee (of which she is a member) affirmed EY’s independence and recommended inclusion of audited FY2025 financial statements in the Form 10‑K .
- Related‑party review: Audit Committee charter includes review of related‑party transactions involving Section 16 officers and directors .
Fixed Compensation
- Program structure (Aug 2024–Jul 2025): Non‑employee directors elected one of two packages—(1) $230,000 total ($105,000 cash + $125,000 equity) or (2) $261,500 all‑equity; committee chairs receive $20,000 (Chairman of the Board $125,000) with a 30% premium if taken in equity under option (2) .
- Ms. Ricciardello’s FY2025 compensation election: She elected to receive 100% of her director compensation in the form of equity (no cash fees) .
| Name | Cash Fees ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Mary P. Ricciardello | — | 196,320 | 65,416 (FY2024 grant amortized per ASC 718) | 261,736 |
Notes: Option award values reflect grant date fair value under ASC 718; FY2024 option grants have 10‑year terms and standard director vesting triggers .
Performance Compensation
- Non‑employee director equity is time‑based; there are no performance metrics tied to director compensation at EXP .
- Vesting mechanics (Aug 2024 grants): Options and restricted stock vest on the earliest of (i) one‑year anniversary of grant; (ii) next annual meeting (≥50 weeks after prior annual meeting); (iii) retirement under director retirement policy; (iv) disability; or (v) death .
- Change‑of‑control treatment: Under the 2023 Incentive Plan, awards are subject to double‑trigger vesting if assumed/substituted; if not assumed, the Board may accelerate vesting and deem performance at target/actual immediately prior to change‑of‑control .
| Equity Element | Grant/Outstanding | Vesting Terms | Term |
|---|---|---|---|
| Stock options | Part of director annual equity; Ms. Ricciardello outstanding options 5,338; 591 unvested as of 3/31/2025 with vesting no later than Aug 1, 2025 under triggers | Earliest of 1‑year, next annual meeting, retirement, disability, death | 10 years |
| Restricted stock | Ms. Ricciardello outstanding restricted stock 750; fiscal 2025 grants vest on same triggers; prior restricted stock for some directors vests at retirement/death | As above; accrued dividends paid upon vesting for fiscal 2025 grants | N/A |
Other Directorships & Interlocks
| Company | Relationship to EXP | Notes |
|---|---|---|
| ProPetro (PUMP), Devon (DVN), Noble (NE), EnLink (ENLC), Midstates (MPO), U.S. Concrete (RMIX) | External boards (past/current) | No material relationships with EXP identified for Ms. Ricciardello by the Board in independence determination |
Expertise & Qualifications
- Rigorous accounting, corporate finance, tax, and financial experience as an executive officer and board member; M&A and strategic transactions; corporate governance; executive compensation; environmental and social matters .
- B.B.A. (University of South Dakota), M.B.A. in Finance (University of Houston), CPA, CERT in Cybersecurity (Carnegie Mellon, 2017) .
- NACD Board Leadership Fellow; prior audit/finance committee leadership in non‑profit/academic settings .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficially owned shares (incl. options exercisable within 60 days) | 14,142 |
| Options outstanding | 5,338 (591 unvested as of 3/31/2025) |
| RSUs outstanding | — |
| Restricted stock outstanding | 750 |
| Ownership as % of shares outstanding | <1% |
Policies: Directors are prohibited from hedging, pledging, short sales, publicly‑traded options, or margin accounts in EXP securities; insider trading policy enforces pre‑clearance and blackout periods . The Compensation Committee recommends stock ownership guidelines for non‑employee directors and monitors compliance (specific multiples not disclosed) .
Governance Assessment
- Positives: Independent status with no material relationships; active Audit and Governance committee service; strong investor support (97.7% say‑on‑pay in 2024); elected 100% equity compensation, aligning incentives with shareholders; robust attendance (≥75% for all incumbents) .
- Risk indicators and red flags: None disclosed specific to Ms. Ricciardello. No related‑party transactions; hedging/pledging prohibited; no individual attendance shortfall reported .
- Watch items: Classified board structure persists (stockholder proposal to declassify was recommended against by the Board), though recent board refreshment noted; not specific to her role but a governance context investors may monitor .