Michael Nicolais

About Michael R. Nicolais

Independent Chairman of the Board at Eagle Materials Inc. since 2019; director since 2001. Age 67. Former investment banker and private equity executive with deep capital markets and M&A expertise; BA in Economics from Wake Forest University and MBA from Wharton. The Board has determined him to be independent under NYSE and SEC rules .

Past Roles

External Roles

Board Governance

• Independence: Board determined Nicolais (and all directors except the CEO) independent; no material relationships beyond role as director and stockholder .
• Roles: Independent Chairman of the Board; presides over executive sessions of independent directors; CEO liaison; agenda-setting; shareholder engagement; CEO succession guidance .
• Committee Assignments (FY2025): Executive Committee (Chair); Compensation Committee (Member) .
• Attendance: In FY2025, the Board held 4 meetings; all incumbent directors attended at least 75% of Board and relevant committee meetings; non‑employee directors meet in executive session after all Board meetings .
• Committee Activity (FY2025): Audit (7 mtgs), Compensation (5 mtgs), Governance (4 mtgs); Executive Committee held none .
• Declassification Proposal: Board recommended AGAINST declassification ; stockholders voted FOR declassification at the Aug 4, 2025 meeting (see “Say‑on‑Pay & Shareholder Feedback”) .

Fixed Compensation

Director pay structure allows two alternatives; Nicolais elected all‑equity (including chair fees). Chairs of Audit/Comp/Governance receive $20,000; Chairman of the Board receives $125,000, paid in equity with a 30% premium when electing all equity. Annual program terms for Aug 2024–Jul 2025: Alternative 1 total $230,000 ($105,000 cash + $125,000 equity) or Alternative 2 $261,500 equity; restricted stock and options vest at the earlier of one year, the next annual meeting (≥50 weeks after prior meeting), retirement under policy, disability or death .

Notes:

• Program alternatives, chair fees, vesting mechanics .
• RSUs used in prior years accrue dividend equivalents and are payable only upon termination under director retirement policy .

Performance Compensation

Director equity is time‑based; not tied to performance metrics. Company’s PSU framework overseen by the Compensation Committee (of which Nicolais is a member) emphasizes ROE with a TSR modifier for executives (alignment signal).

Key details:

• PSUs have a 3‑year performance period with ROE target and absolute TSR modifier; straight‑line interpolation applies; TSR caps payouts at 100% if <0% TSR; floors at ≥100% if >20% TSR .
• Change‑of‑control: 2023 Incentive Plan applies double‑trigger vesting for assumed awards; for unassumed awards, Board may accelerate vesting or deem performance satisfied at ≥target .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep capital markets, financial analysis, and oversight expertise from investment banking and investment management roles .
• Extensive portfolio board experience across financial, operational, and executive compensation matters .
• Significant M&A execution and integration experience .
• Education: BA Economics (Wake Forest); MBA (Wharton) .

Equity Ownership

Fixed vs Performance Award Mechanics (Director)

• Annual director equity and options: 10‑year options priced at grant date NYSE close; time‑based vesting as above .
• RSU handling: dividend equivalents accrue; payable at termination under retirement policy .
• Change‑of‑control mechanics: 2013 Plan provided acceleration for unassumed awards; 2023 Plan uses double‑trigger for assumed awards .

Compensation Committee Analysis

• Composition (FY2025): Damiris (Chair), Carter, Nicolais; independent under NYSE standards .
• Consultant: Meridian Compensation Partners engaged (Feb 2024); Compensation Committee found no conflicts; peers used for benchmarking .
• Interlocks: None requiring disclosure; members in FY2025 included Damiris, Nicolais, Carter .

Say‑on‑Pay & Shareholder Feedback

Governance signal: The Board opposed declassification in 2025 , but shareholders approved the advisory proposal to declassify (strong support), indicating investor preference for increased accountability .

Governance Assessment

Strengths

• Independent Chairman with robust responsibilities; clear separation of Chair and CEO roles .
• Compensation entirely in equity (including chair fees), signaling alignment; no cash fees paid by Nicolais in FY2024–FY2025 .
• No related‑party transactions or interlocks attributed to Nicolais; Board affirmed independence .
• Prohibitions on hedging/pledging and strong insider trading controls .
• Active committee work; transparent charters and oversight (risk, cybersecurity, sustainability) .

Watch items / RED FLAGS

• Board’s opposition to declassification vs shareholder support (2025) suggests misalignment on governance structure; monitor implementation and potential changes to classified board .
• Director‑level ownership guidelines are referenced at the committee level but specific director guideline thresholds not disclosed; continued emphasis on equity mitigates this .
• Executive equity awards have strong performance linkage (ROE/TSR), but director grants are time‑based only; alignment relies on ownership and retainer structure rather than performance metrics .

Related‑Party Transactions (company‑wide context)

• KPMG tax consulting (~$267,000); CFO spouse is a KPMG partner, did not work on Company matters; engagement approved per code of conduct—no link to Nicolais .

Board/Committee Refresh

• David Rush appointed to Audit and Compensation (May 2025) ; two directors retired per policy at 2025 annual meeting .

Insider Trades

• No director‑specific Form 4 activity for Nicolais was identified in this review window; director equity holdings and vesting schedules disclosed in proxy .