EAGLE MATERIALS INC

Our Board of Directors is the ultimate decision-making body of the Company, except with respect to those matters reserved to our stockholders. The primary responsibilities of our Board include:

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the selection, compensation and evaluation of our Chief Executive Officer and oversight over succession planning;

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oversight of our strategic planning;

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approval of material transactions and financings;

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oversight of processes that are in place to promote compliance with law and high standards of business ethics;

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advising management on major issues that may arise; and

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evaluating the performance of the Board and its committees, and making appropriate changes where necessary.

Members of our Board of Directors are divided into three classes based on their term of office (Class I, II and III). The directors in each class hold office for staggered terms of three years each. At present, Class I has three directors, Class II has four directors and Class III has three directors. The following table and graphics show the composition by class, the tenure, the independence and diversity of our Board as of August 1, 2024, assuming the election of the proposed slate of Class III director nominees.

Eagle Materials Inc. - 2024 PROXY STATEMENT -5