Results

Eagle Materials Inc.

05/22/2024 | Press release | Distributed by Public on 05/22/2024 14:31

Management Change/Compensation - Form 8-K

Item 5.02.

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

Information responsive to Item 5.02(e):

On May 16, 2024, the Compensation Committee approved the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2025 ("Eagle Plan"), a copy of which is attached to this Report as Exhibit 10.1 and incorporated herein by reference. Under the terms of the Eagle Plan, a pool of 1.2% of the Company's operating earnings for fiscal 2025 will be available to pay annual bonuses to participating officers, subject to reduction based on individual performance in fiscal 2025 and the following limitations: (i) if the Company's operating earnings for fiscal 2025 are less than 50% of budget, then no funds will be available for the corporate bonus pool; and (ii) none of the participants in the program will be able to receive a bonus payment in excess of three times (3X) such participant's annual base salary. The Compensation Committee also determined the applicable percentage of the bonus pool available for payment of the annual incentive bonus to the named executive officers participating in the Eagle Plan (Michael R. Haack, President and Chief Executive Officer, 28.0%; D. Craig Kesler, Executive Vice President - Finance and Administration and Chief Financial Officer, 12.0%; and Matt Newby, Executive Vice President, General Counsel and Secretary, 7.0%).

The Compensation Committee also approved the Eagle Materials Inc. Special Situation Program for Fiscal Year 2025 (the "SSP"), a copy of which is attached to this Report as Exhibit 10.2 and incorporated herein by reference. Under the terms of the SSP, a pool of 0.2% of the Company's EBITDA for fiscal 2025, plus any portions of bonus pools under the Eagle Plan, the divisional plans and subsidiary long-term compensation plans not paid out or earned, are available to pay annual bonuses to participating employees from the SSP.