UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective May 23, 2023, the Compensation Committee, as part of its annual compensation review, approved long-term incentive equity awards under the Eagle Materials Inc. Amended and Restated Incentive Plan to a group of the Company’s officers, including some of its named executive officers. The awards are comprised of performance-vesting restricted stock and time-vesting restricted stock. Michael R. Haack, President and Chief Executive Officer; D. Craig Kesler, Executive Vice President – Finance and Administration and Chief Financial Officer; and Matt Newby, Executive Vice President, General Counsel and Secretary, were granted restricted stock as a part of this award.
In order for the performance-vesting restricted stock to be earned, the Company must achieve performance vesting criteria based on the Company’s one-, two-, and three-year average return on equity measured at the end of each of fiscal 2024, 2025 and 2026, respectively. Twenty-five percent of the target performance shares will be subject to the one-year performance period, 25% will be subject to the two-year performance period, and 50% will be subject to the three-year performance period. Any earned restricted stock will vest immediately upon the determination of the achievement of the performance vesting criterion for the relevant performance period, and any unearned restricted stock from such performance period will be forfeited. The terms and conditions of the performance-vesting restricted stock will be substantially the same as awards made in fiscal 2023, except for the multiple performance periods as outlined above.
The time-vesting restricted stock will vest ratably over the three fiscal year-ends following the date of grant (assuming continued service by the relevant officer). The terms and conditions of the time-vesting restricted stock will be substantially the same as previous time-vesting equity awards.
The following table shows the restricted stock granted to Messrs. Haack, Kesler and Newby effective May 23, 2023:
| Name |
Shares of Performance Vesting Restricted Stock |
Shares of Time Vesting Restricted Stock |
||||||
| Michael R. Haack |
17,272 | 14,393 | ||||||
| D. Craig Kesler |
4,679 | 3,899 | ||||||
| Matt Newby |
2,700 | 2,249 | ||||||
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit Number |
Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EAGLE MATERIALS INC. | ||
| By: | /s/ Matt Newby Matt Newby Executive Vice President, General Counsel and Secretary | |
Date: May 26, 2023