Mauro Gregorio
EAGLE MATERIALSAbout Mauro Gregorio
Retired President, Performance Materials & Coatings Division at Dow Inc.; age 62; independent director at Eagle Materials Inc. since 2021. Committee assignments: Audit; Corporate Governance, Nominating and Sustainability. Education: B.S. Chemical Engineering (Escola de Engenharia Mauá, Brazil) and MBA (Northwood University); LCDA BoardReady Institute alumnus; recognized on Yahoo Finance Empower Top 100 Ethnic Minority Senior Business Leader Role Models lists (No. 1 in 2020; Top 10 in 2021-2023) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Inc. | President – Performance Materials & Coatings | 2020–2024 | Led multi‑billion global division; sustainability projects on GHG and energy transition |
| Dow Inc. | Executive Oversight – Latin America | 2019–2024 | Regional executive leadership |
| Dow Silicone Corporation (f/k/a Dow Corning) | CEO | 2016–2024 | Global JV board service in Asia/Middle East |
| Dow Inc. | President – Consumer Solutions | 2016–2020 | Specialty business leadership |
| Dow Inc. | President – Feedstocks & Energy Business | 2012–2016 | Industrial commodity operations |
| Dow Inc. | Commercial VP – EMEA & North America | 2009–2012 | Supply chain, commercial, innovation; large M&A transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Radius Recycling, Inc. (Nasdaq: RDUS) | Director | 2024–present | Current public company board |
| My Michigan Health Foundation | Board Vice Chair | 2020–present | Non-profit governance |
| USA‑Brazil CEO Forum | Chairman, USA Delegation | 2019–2024 | Cross‑border business policy forum |
| United Way (Great Lakes Bay Region) | Board member | 2016–2022 | Community leadership |
| Northwood University | Board member | 2017–2020 | Academic governance |
| Various Dow JVs (Korea, Japan, Kuwait, Brazil, USA) | Director | Various | International JV oversight |
Board Governance
- Independence: Board determined Mr. Gregorio is independent under NYSE rules and the Exchange Act; no material relationship identified for him with the Company .
- Board composition/class: Class III director; term expires 2027; Board chaired by Independent Chairman Michael R. Nicolais (Independent Chairman since 2019) .
- Committee memberships and activity:
- Audit Committee member; 7 meetings held in fiscal 2025; all members independent; Audit Committee report signed May 20, 2025 lists Gregorio as a member .
- Corporate Governance, Nominating and Sustainability Committee member; 4 meetings held in fiscal 2025; all members independent .
- Attendance: Board held 4 regular meetings in fiscal 2025; all incumbent directors attended at least 75% of Board and applicable committee meetings; non‑employee directors meet in executive session after all Board meetings .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| FY2025 | — | 261,760 | — | 261,760 | Elected to receive 100% of director compensation in equity |
- Equity instrument: Restricted stock (grant date fair value per FASB ASC 718); vesting terms per Director plan .
Performance Compensation
- EXP does not disclose performance‑based metrics for non‑employee director pay; director equity awards are time‑based restricted stock (not PSUs) .
- Vesting terms (FY2025 restricted stock): Vests on the earliest of (i) August 1, 2025; (ii) next annual meeting ≥50 weeks after prior; (iii) retirement per director retirement policy; (iv) disability; or (v) death. Upon vesting, accrued cash dividends on FY2025 restricted shares are payable .
- RSUs policy (for directors generally): RSUs and dividend‑equivalent RSUs are not payable until board service ends due to death or retirement under director retirement policy (or as approved by Compensation Committee) .
Other Directorships & Interlocks
| External Company | Role | Potential Interlock with EXP | Board’s Independence Assessment |
|---|---|---|---|
| Radius Recycling (RDUS) | Director | RDUS is a scrap metal recycler; no disclosed supplier/customer tie to EXP | Board found Gregorio independent; no material relationship identified |
- Contrast: Board reviewed specific relationships for other directors (Rush at Builders FirstSource; Beckwitt at Ferguson) and deemed immaterial; no such disclosure for Gregorio, supporting independence .
Expertise & Qualifications
- Executive leadership at Fortune 100 (Dow) with multi‑billion global divisions; deep experience in supply chain, commercial, innovation, and large M&A .
- International leadership in Europe/Latin America; JV governance in Asia/Middle East .
- Sustainability project implementation (GHG emissions and energy transition) .
- Technology/engineering background; LCDA governance program credential; recognition for inclusive, growth‑oriented team building .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Stock Options | RSUs | Restricted Stock |
|---|---|---|---|---|---|
| Mauro Gregorio | 5,717 | <1% | 0 | 0 | 1,000 |
| Notes | FY2025 restricted shares vest per director vesting conditions cited above |
- Hedging/pledging: Company policy prohibits directors from hedging, pledging, short sales, or holding Company stock in margin accounts—supporting alignment and reducing forced‑sale risk .
Governance Assessment
- Alignment signals: 100% of director compensation taken in equity; no cash fees—strong skin‑in‑the‑game and long‑term alignment; restricted stock structure with near‑term vesting and retirement‑conditioned vesting for legacy grants .
- Board effectiveness: Active roles on Audit and Governance Committees with robust meeting cadence (7 and 4 respectively in FY2025); Audit Committee independence and formal report reinforce oversight quality .
- Independence and conflicts: Board explicitly determined Gregorio is independent; no material related‑party transactions or customer/supplier ties disclosed for him; insider policies forbid hedging/pledging, limiting misalignment—no RED FLAGS identified .
- Attendance and engagement: Meets at least the 75% attendance threshold; participates in executive sessions, indicating engagement without management present .
RED FLAGS
- None disclosed specific to Gregorio: no related‑party transactions, no hedging/pledging, no attendance shortfalls, no tax gross‑ups or option repricing noted in director compensation disclosures .