EAGLE MATERIALS INC 8-K

What Happened

• Eagle Materials Inc. (EXP) filed an 8‑K on May 28, 2026 disclosing that its Compensation Committee approved long‑term incentive equity awards effective May 21, 2026 for a group of officers, including CEO Michael R. Haack and CFO D. Craig Kesler. Awards include performance‑vesting restricted stock units (PSUs), performance‑vesting stock options, time‑vesting restricted stock units (RSUs) and time‑vesting stock options.
• Target award values: Michael R. Haack $6,000,000; D. Craig Kesler $1,400,000; Matt Newby $950,000; Eric Cribbs $800,000; Tony Thompson $500,000. Exercise price for all options is the closing stock price on the grant date, $199.13, and options have a 10‑year term.

Key Details

• Performance metric & period: PSUs and performance options vest based on average return on equity measured at the end of fiscal 2029 (three‑year performance period), modified by average absolute total stockholder return (TSR) over the period.
• Payout range: Threshold = 50% of target; Maximum = 200% of target. Unmet performance awards are forfeited. Earned PSUs paid in shares after certification; earned performance options become exercisable upon certification.
• Time‑vesting schedule: RSUs and time options vest ratably on May 21, 2027; March 31, 2028; and March 31, 2029 (subject to continued service). RSUs are settled in shares; RSUs and PSUs accrue dividend‑equivalent units paid in shares if awards vest.
• Award counts (target assumption): Example—Haack: 7,533 PSUs / 19,697 performance options / 7,533 RSUs / 19,697 time options. Maximum (200%) Haack: 15,066 PSUs and 39,394 options.

Why It Matters

• These awards tie senior executive compensation to multi‑year operational (ROE) and stock‑price (TSR) performance, aligning pay with long‑term results. Because awards are settled in shares or exercisable options, earned awards will increase share‑based compensation and may increase shares outstanding if options are exercised. Investors should watch future disclosures on performance certification, share dilution, and related compensation expense in upcoming filings.