EXP Eagle Materials Inc - 8-K

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective May 21, 2026, 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 (“Plan”) to a group of the Company’s officers, including its named executive officers. The awards are comprised of performance-vesting restricted stock units (“PSUs”), performance-vesting stock options, time-vesting restricted stock units (“RSUs”) and time-vesting stock options. Each of our named executive officers—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 LLC; and Tony Tompson, Senior Vice President, Cement East—was granted PSUs, RSUs and/or stock options as a part of this award.

In order for the PSUs and performance-vesting stock options to be earned, the Company must achieve performance vesting criteria based on the Company’s average return on equity measured at the end fiscal 2029 (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, and earned performance-vesting stock options will become exercisable upon the performance certification date. Any performance-vesting awards that are not earned at the end of the performance period upon the determination of the achievement of the performance vesting criteria will be forfeited. 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 terms and conditions of the performance-vesting awards will be substantially the same as awards made in fiscal 2026.

The RSUs and time-vesting stock options will vest ratably on May 21, 2027; March 31, 2028; and March 31, 2029 (assuming continued service by the relevant officer). RSUs will be paid in shares of Common Stock promptly following a vesting date, and time-vesting stock options will become exercisable upon 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 terms and conditions of the time-vesting awards will be substantially the same as prior time-vesting equity awards.

In accordance with the terms of the Plan, the exercise price of the stock options (whether time-vesting or performance-vesting) is the closing price of the Company’s Common Stock on the date of grant, May 21, 2026 ($199.13), and the stock options have a term of 10 years from the date of grant. The following table shows the equity awards granted to Messrs. Haack, Kesler, Newby, Cribbs and Thompson effective May 21, 2026:

Name

Target

Value of

Equity

Awards (1)

($)

PSUs (2)

(#)

Perfor-

mance

Vesting

Options (2)

(#)

RSUs

(#)

Time

Vesting

Options

(#)

Michael R. Haack

6,000,000

7,533

19,697

7,533

19,697

D. Craig Kesler

1,400,000

1,758

4,596

1,758

4,596

Matt Newby

950,000

1,193

3,119

1,193

3,119

Eric Cribbs

800,000

2,009

—

2,009

—

Tony Thompson

500,000

1,256

—

1,256

—

(1)

Half of the target value is allocated to performance awards and half of the target value is allocated to time-vesting awards.

(2)

Assumes achievement of the target level of performance conditions. The following reflects the PSUs and performance-vesting stock options assuming the highest level of performance conditions (i.e., the maximum PSUs/options payable): Mr. Haack - 15,066 PSUs and 39,394 options; Mr. Kesler - 3,516 PSUs and 9,192 options; Mr. Newby - 2,386 PSUs and 6,238 options; Mr. Cribbs - 4,018 PSUs; and Mr. Thompson - 2,512 PSUs.

Item 9.01.

Financial Statements and Exhibits

Exhibit

Number

Description

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)