Margot Carter

About Margot L. Carter

Margot L. Carter, age 57, is IBP’s Presiding Independent Director (since 2015) and has served on the Board since 2014; she chairs the Nominating & Corporate Governance (NCG) Committee and serves on the Audit Committee . She is President and Founder of Living Mountain Capital L.L.C., and holds a B.A. (Binghamton University), J.D. (Fordham University), an MIT Sloan Executive Certificate in Artificial Intelligence, an SMU Cox Certificate in Finance, and is NACD Director Certified . Her independence is affirmed by the Board’s annual review of director relationships .

Past Roles

External Roles

Board Governance

• Presiding Independent Director duties: sets agenda input with management, leads independent director executive sessions, serves as liaison; regularly attends meetings of all Board committees .
• Committees: Chair, NCG Committee; Member, Audit Committee .
• Independence: Board determined Carter is independent under SEC and NYSE rules .
• Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of Board and committee meetings; independent directors held 4 executive sessions in 2024 (chaired by Carter) .
• Governance practices: Majority vote standard with resignation policy; robust self-assessments; clawback policies; prohibition on hedging/pledging (exception disclosed only for CEO) .

Fixed Compensation

• IBP non‑employee director fee schedule (effective 2024): base Board retainer $85,000; Presiding Independent Director $25,000; NCG Chair $15,000; Audit member $10,000; annual equity grant $125,000 fair value; no meeting fees .
• Carter’s 2024 actual compensation (director): waived $10,000 of cash fees in advance to support the IBP Foundation .

Performance Compensation

• Equity structure: Annual restricted stock valued at $125,000 on grant date; vests on the earlier of one year after grant or immediately prior to the next annual meeting (subject to continued service); no stock options outstanding for directors as of Dec 31, 2024 .
• Performance metrics: None for director equity; grants are time‑based service vesting (not performance‑conditioned) .

Other Directorships & Interlocks

IBP’s Related Party Transaction policy requires Audit Committee review of any transaction >$120k with a related party; no disclosures indicate any Carter‑related transactions .

Expertise & Qualifications

• Governance, legal, and technology: former GC/CLO roles across tech, real estate tech, and capital markets; expertise in cybersecurity, AI, M&A, human capital, and ESG .
• Education and credentials: B.A. (Binghamton), J.D. (Fordham), MIT Sloan Executive Certificate in AI, SMU Cox Certificate in Finance, NACD Director Certified .

Equity Ownership

Insider Trades (Form 4)

| Transaction Date | Type | Shares | Price | Post‑Transaction Ownership | SEC Link | |---|---:|---:|---:|---| | 2023‑03‑10 | Sale | 2,500 | 109.6083 | 7,106 | https://www.sec.gov/Archives/edgar/data/1580905/000120919123018523/0001209191-23-018523-index.htm | | 2023‑05‑25 | Award (RS) | 934 | 0.00 | 8,040 | https://www.sec.gov/Archives/edgar/data/1580905/000120919123032974/0001209191-23-032974-index.htm | | 2024‑05‑23 | Award (RS) | 598 | 0.00 | 8,638 | https://www.sec.gov/Archives/edgar/data/1580905/000095017024065264/0000950170-24-065264-index.htm | | 2025‑05‑20 | Award (RS) | 775 | 0.00 | 9,413 | https://www.sec.gov/Archives/edgar/data/1580905/000095017025076369/0000950170-25-076369-index.htm |

Source: Form 4 data (Insider-trades skill output; see SEC filing URLs above).

Director Stock and Governance Signals

• Stock ownership alignment: IBP requires robust director ownership; all directors (except one newer director) are in compliance; Carter’s holdings and continued annual RS grants support alignment .
• Positive signal: Carter pre‑waived $10,000 of cash fees in 2024 to fund the IBP Foundation .
• Trading behavior: One open‑market sale in 2023 followed by consecutive annual equity awards; no pledging/hedging exceptions disclosed for Carter (SEC URLs above).

Governance Assessment

• Board effectiveness: Carter’s dual role as Presiding Independent Director and NCG Chair, combined with Audit Committee membership and regular attendance at all committee meetings, positions her as a central node for board process quality, succession planning, ESG oversight, and independent session leadership—a strong check on a combined CEO/Chair structure .
• Independence and attendance: She is independent; board‑wide 75%+ attendance threshold met; 4 executive sessions in 2024 chaired by Carter—supportive of robust independent oversight .
• Compensation and alignment: Director pay mix includes cash plus annual restricted stock with near‑term vesting tied to continued service; Carter’s 2024 total director compensation was $248,342 with a $125,000 equity grant, reinforcing ownership alignment; ownership guidelines are stringent and enforced .
• Conflicts and related parties: No Carter‑specific related‑party transactions disclosed; IBP’s policy mandates Audit Committee review for any related party transactions >$120k .
• Shareholder signals: Say‑on‑pay support of ~96% in 2024 indicates constructive investor sentiment toward compensation practices and governance framework within which Carter operates .

RED FLAGS: None disclosed specific to Carter (no related‑party transactions, no pledging/hedging exceptions, no attendance shortfalls) . Potential adjacency interlock with Eagle Materials (industry supplier) is noted, but IBP disclosed no related‑party ties involving Carter; independence affirmed by the Board .