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 24, 2024, the Compensation Committee, as part of its annual compensation review, approved long-term incentive equity awards under the Eagle Materials Inc. 2023 Equity 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 units (“PSUs”) and time-vesting restricted stock units (“RSUs”). Michael R. Haack, President and Chief Executive Officer; D. Craig Kesler, Executive Vice President – Finance and Administration and Chief Financial Officer; Matt Newby, Executive Vice President, General Counsel and Secretary, Eric Cribbs, President – American Gypsum Company, and Tony Thompson, Senior Vice President – Cement East, were granted PSUs and RSUs as a part of this award.
In order for the PSUs to be earned, the Company must achieve performance vesting criteria based on the Company’s average annual return on equity measured at the end fiscal 2027 (three-year performance period), as modified based on the Company’s average absolute total stockholder return during the performance period. Threshold performance will result in a vesting percentage of 50% of target and maximum performance will result in a vesting percentage of 200% of target. Earned PSUs will be paid in shares of Common Stock promptly following the performance certification date. During the performance period, the PSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock with respect to any earned PSUs.
The RSUs will vest ratably in three installments on the first anniversary of the date of award; on March 31, 2026; and on March 31, 2027. RSUs will be paid in shares of Common Stock promptly following a vesting date. During the vesting period, the RSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock with respect to any vested RSUs.
The following table shows the equity awards granted to Messrs. Haack, Kesler, Newby, Cribbs and Thompson effective May 24, 2024:
| Name |
Target Value of Equity Awards(1) ($) |
Target PSUs(2) (#) |
RSUs (#) |
|||||||||
| Michael R. Haack |
5,650,000 | 11,857 | 11,857 | |||||||||
| D. Craig Kesler |
1,350,000 | 2,833 | 2,833 | |||||||||
| Matt Newby |
850,000 | 1,784 | 1,784 | |||||||||
| Eric Cribbs |
650,000 | 1,364 | 1,364 | |||||||||
| Tony Thompson |
450,000 | 945 | 945 | |||||||||
| (1) | Half of the target value is allocated to PSUs and half of the target value is allocated to RSUs. |
| (2) | Assumes achievement of the target level of performance conditions. The following reflects the PSUs assuming the highest level of performance conditions (i.e., the maximum PSUs payable): Mr. Haack – 23,714 PSUs; Mr. Kesler – 5,666 PSUs; Mr. Newby – 3,568 PSUs; Mr. Cribbs – 2,728 PSUs; and Mr. Thompson – 1,890 PSUs. |
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 31, 2024