To the Stockholders of Eagle Materials Inc.:

The annual meeting of stockholders of Eagle Materials Inc., which we refer to as the “Company,” will be held at Arlington Hall at LeeOak Lawn Park, 3333 Turtle Creek Blvd., Dallas, Texas 75219, at 8:00 a.m., local time, on Thursday,Tuesday, August 4, 2016.6, 2019. At the meeting, stockholders will vote on:

The Company’s Board of Directors has fixed the close of business on June 8, 201620, 2019 as the record date for the determination of stockholders entitled to notice of and to vote at the meeting or any adjournment thereof. Only record holders of the Company’s common stock, par value $0.01 per share, which we refer to as our “Common Stock,” at the close of business on the record date are entitled to notice of and to vote at the annual meeting. A list of holders of Common Stock will be available for examination by any stockholder at the meeting and, during theten-day period preceding the meeting date at the executive offices of the Company located at 3811 Turtle Creek Blvd.5960 Berkshire Ln., Suite 1100,900, Dallas, Texas 75219-4487.75225.

INTRODUCTION

The accompanying proxy, mailed or provided online, together with this proxy statement, is solicited by and on behalf of the Board of Directors of Eagle Materials Inc., which we refer to as the “Company,” for use at the annual meeting of stockholders of the Company and at any adjournment or postponement thereof. References in this proxy statement to “we,” “us,” “our” or like terms also refer to the Company. References to our “Board of Directors” or “Board” refer to the Boardboard of Directorsdirectors of the Company. The Notice Regarding the Availability of Proxy Materials, this proxy statement and accompanying proxy were first mailed to our stockholders on or about June 17, 2016.27, 2019.

Date, Time and Place of the Annual Meeting

The 20162019 annual meeting of our stockholders will be held at Arlington Hall at LeeOak Lawn Park, 3333 Turtle Creek Blvd., Dallas, Texas 75219, at 8:00 a.m., local time, on Thursday,Tuesday, August 4, 2016.6, 2019.

Purposes of the Annual Meeting and Recommendations of our Board of Directors

At the meeting, action will be taken upon the following matters:

Our Board of Directors recommends that you vote “for”“FOR” the election of its twothree nominees for director named in this proxy statement.

Our Board of Directors recommends that you vote “for”“FOR” thenon-binding advisory resolution approving the compensation of our named executive officers.

Who Can Vote

The record date for the determination of holders of the Company’s Common Stock, par value $0.01 per share, which we refer to as our “Common Stock,” entitled to notice of and to vote at the meeting, or any adjournment or postponement of the meeting, is the close of business on June 8, 2016.20, 2019. In this proxy statement, we refer to this date as the “record date.” As of the record date, there were 48,577,96943,206,186 shares of our Common Stock issued and outstanding and entitled to vote at the meeting. Our stock transfer books will not be closed in connection with the meeting. Our Common Stock is listed on the New York Stock Exchange, or “NYSE,” under the symbol “EXP.”

How Proxies Will be Voted

Shares represented by valid proxies will be voted at the meeting in accordance with the directions given. If the enclosed proxy card is signed and returned without any direction given, the shares will be voted in the manner, if any, recommended by the Board. The Board does not intend to present, and has no information indicating that others will present, any business at the annual meeting other than as set forth in the attached Notice of Annual Meeting of Stockholders. However, if other matters requiring the vote of our stockholders properly come before the meeting, it is the intention of the persons named

Pursuant to the rules of the NYSE, brokers do not have discretionary authority to vote in the election of directors if they did not receive instructions from the beneficial owner because the election of directors is not considered a “routine” matter. The advisory vote regarding executive compensation is also not considered “routine,” and brokers may not vote your shares with respect to such matter without instructions from you.

Expenses of Soliciting Proxies

The cost of soliciting proxies for the meeting will be borne by the Company. Solicitations may be made on behalf of our Board by mail, personal interview, telephone or other electronic means by officers and other employees of the Company, who will receive no additional compensation therefor. To aid in the solicitation of proxies, we have retained the firm of Okapi Partners,Innisfree M&A Incorporated, which will receive a fee of approximately $9,000,$20,000, in addition to the reimbursement ofout-of-pocket expenses.

General

Our Board of Directors is the ultimate decision-making body of the Company, except with respect to those matters reserved to our stockholders. The primary responsibilities of our Board include:

Director Qualifications

Set forth below is information about the nominees standing for election at our 20162019 annual meeting, as well as our continuing directors whose terms of office do not expire at such annual meeting. The biographical information appearing below regarding

Career Highlights: Mr. Damiris has served as Chief Executive Officer and President of HollyFrontier Corporation since January 2016 and as a director since December 2015. He previously served as Executive Vice President and Chief Operating Officer from September 2014 to January 2016 and as Senior Vice President, Supply and Marketing from January 2008 until September 2014. Mr. Damiris has also served as a director of Holly Logistics Services, L.L.C., the general partner of the general partner of Holly Energy Partners, L.P., since February 2016, as CEO since November 2016 and as President since February 2017.

Skills and Qualifications: Mr. Damiris brings to the Board and the Compensation Committee his extensive management and operational experience gained from his time as a senior executive at a large, public industrial company.

Career Highlights: Mr. Ellen retired as Chief Financial Officer and Executive Vice President at Dr Pepper Snapple Group, Inc. in July 2018, having served in that capacity since April 2010. Mr. Ellen also served as the Chief Financial Officer and Senior

Career Highlights: Ms. Carter has been a director of Installed Building Products, Inc., an installer of insulation and complementary building products, since 2014. She serves as IBP’s lead independent director, the Chair of its Nominating and Governance Committee and a member of the Audit Committee. From 2010 to 2015, Ms. Carter served as Executive Vice President, Chief Legal Officer and Secretary for RealPage, Inc. Since 1998, Ms. Carter has served as the President and founder of Living Mountain Capital, L.L.C., a business advisory firm. She also sits on the executive board of NACD North Texas.

Skills and Qualifications: Ms. Carter brings to the Board and the committees on which she serves her proven leadership and business experience gained as a general counsel and director at other public companies. Ms. Carter also brings strategy, business development, M&A experience and corporate governance and finance knowledge gained from over 20 years of executive and board experience at other public companies.

Career Highlights: In January 2017, Mr. Nicolais became Vice Chairman and Chief Executive Officer of Highlander Partners L.P., an investment partnership. From April 2004 through December 2016, Mr. Nicolais served as President of Highlander Partners, L.P. From August 2002 until March 2004, Mr. Nicolais served as Managing Director of Stephens, Inc., an investment banking firm. Prior to joining

Career Highlights: Mr. Barnett retired in 2003 from his position as a Director in the Dallas office of McKinsey & Company, Inc., an international consulting firm, after 23 years of employment, where he led the firm’s Strategy Practice. Mr. Barnett has taught MBA students at the Yale School of Management and the Jesse H. Jones Graduate School of Business at Rice University. Mr. Barnett’s book,The Strategic Career: Let Business Principles Guide You, was released in 2015.

Richard Beckwitt		57		2014		Mr. Beckwitt is the President of Lennar Corporation. He joined Lennar in March 2006 as an Executive Vice President and was promoted to President in April 2011. Mr. Beckwitt served on the Board of Directors of D.R. Horton, Inc. from 1993 to November 2003. From 1993 to March 2000, he held various executive officer positions at D.R. Horton, including President of the Company. From March 2000 to April 2003, Mr. Beckwitt was the owner and principal of EVP Capital, L.P., a venture capital and real estate advisory company. From 1986 to 1993, Mr. Beckwitt worked in the Mergers and Acquisitions and Corporate Finance Departments at Lehman Brothers. Mr. Beckwitt is a member of our Audit Committee.   Mr. Beckwitt brings to the Board and the Audit Committee his extensive executive experience gained through his service as the President and executive officer of public companies within the homebuilding industry, as well as finance-related experience with a major investment banking firm.
Ed H. Bowman		69		2011		Mr. Bowman served as Chief Executive Officer, President and a director of SOURCECORP from 1996 until 2011. Prior to 1996, Mr. Bowman was a senior executive at First Data Corporation. Mr. Bowman serves as an Executive Partner with Teakwood Capital and on the advisory board of the J. Mack Robinson College of Business at Georgia State University. Mr. Bowman serves as Chair of our Compensation Committee.   Mr. Bowman brings to the Board and the Compensation Committee his proven leadership and business experience as the retired CEO of an expanding company. Mr. Bowman also brings corporate governance, finance and compensation knowledge gained from his experience at other public companies.

Skills and Qualifications: Mr. Barnett brings to the Board and the committees on which he serves his corporate governance and strategy development and implementation experience gained from his long career in management consulting.

Career Highlights: Mr. Beckwitt is the Chief Executive Officer of Lennar Corporation. He also serves on the Lennar Board of Directors. He joined Lennar in March 2006 as an Executive Vice President, became President in April 2011 and was promoted to CEO in April 2018. Mr. Beckwitt served on the Board of Directors of D.R. Horton, Inc. from 1993 to November 2003. From 1993 to March 2000, he held various executive officer positions at D.R. Horton, including President of the Company. From March 2000 to April 2003, Mr. Beckwitt was the owner and principal of EVP Capital, L.P., a venture capital and real estate advisory company. From 1986 to 1993, Mr. Beckwitt worked in the Mergers and Acquisitions and Corporate Finance Departments at Lehman Brothers.

Skills and Qualifications: Mr. Haack brings to the Board his extensive knowledge of the Company’s operations, as well as his executive and operations experience gained in heavy industry over the previous 20 years.

Board compensation for the12-month period from August 20152018 through July 20162019 was approved by our Board of Directors in August 2015.2018. The Board adopted a director compensation structure in which directors who are not employees of the Company or any of our subsidiaries received compensation for their services during the12-month period from August 20152018 through July 20162019 by electing one of the following two compensation package alternatives:

The grant date value of the equity grant under either alternative is allocated between restricted stock and options to purchase Common Stock (based upon the recommendation of the Compensation Committee) with respect to eachnon-employee director.

In accordance with the terms of the Eagle Materials Inc. Amended and Restated Incentive Plan, which we refer to as our “Incentive Plan,” the exercise price of stock options is set at the closing price of the Common Stock on the NYSE on the date of grant. The number of option shares granted is determined as of the date of grant by using the Black-Scholes method. All the options granted to directors in August 20152018 were fully exercisable when granted and have aten-year term.

The number of shares of restricted stock is determined as of the date of grant using the closing price of the Common Stock on the NYSE on the date of grant. The restricted stock granted to directors in August 20152018 was earned at the time of grant; however, the shares willdid not become fully vested

Board Leadership Structure and Role in Risk Oversight

The positions of Chairman of the Board and CEO are performed by two different persons. Mr. Powers, our CEO, focuses on theday-to-day operation of the Company’s businesses and participates in both operational and long-term strategy and development. It is expected that Mr. Hirsch,Haack will fill a similar role upon assuming the CEO position on July 1, 2019. Mr. Nicolais, our Chairman, oversees the Company’s general strategic direction and leads and manages the Board. Mr. Stewart, our Vice Chairman, fulfills the Chairman’s duties in the event that Mr. Hirsch is unavailable.

As part of its primary risk management function, the Audit Committee oversees the preparation by management of a risk report on a quarterly basis. However, our entire Board of Directors is also charged with, and is actively involved in, identifying, evaluating and managing risks on behalf of the Company, and the Board undertakes to hold discussions on these topics with management and the Audit Committee throughout the year. Further, the independent directors address risk management in executive sessions without management present. As appropriate in the context of their chartered roles, the Board’s other committees also perform risk management and oversight activities during the year. For example, the Governance Committee is responsible for overseeing governance issues that may create governance risks, such as board composition, director selection and other governance policies and practices that are critical to the success of the Company.

Board Committees

The standing committees of our Board of Directors include the Audit Committee, the Compensation Committee, the Governance Committee and the

Audit Committee

Our Board has a standing Audit Committee, composed of at least three independent directors. Our Audit Committee assists the Board in fulfilling its responsibility to oversee the integrity of our financial statements, our compliance with legal and regulatory requirements, the qualifications and independence and appointment of our independent auditors and the performance of our internal audit function and independent auditors. Our Audit Committee is governed by an amended and restated Audit Committee charter, a copy of which may be viewed on our website atwww.eaglematerials.com and will be provided free of charge upon written request to our Secretary at our principal executive office.

Certain key functions and responsibilities of our Audit Committee are to:

In accordance with the terms of our Incentive Plan, the Compensation Committee has delegated to the Special Situation Stock Option Committee (whose sole member is our CEO) the authority to grant time-vesting stock options in special circumstances. Under this authorization, the Special Situation Stock Option Committee may grant stock options to newly-hired employees and newly-promoted employees, under terms set by the Compensation Committee. This authority for fiscal 2017,2020, which expires on May 31, 2017,2020, is limited to an aggregate of 60,000 option shares, no one individual may

The Governance Committee initiates and oversees an annual evaluation of the effectiveness of the Board and each committee, as well as the composition, organization (including committee structure, membership and leadership) and practices of the Board. This evaluation is confidentialanonymous as to each member of the Board and its committees. Part of the Governance Committee’s self-evaluation process involves an assessment of the effectiveness of the Company’s corporate governance policies, which includes the Company’s policies surrounding diversity.

Among the criteria the Governance Committee uses in evaluating the suitability of individual nominees for director (whether such nominations are made by management, a stockholder or otherwise) are their integrity, experience, achievements, judgment, intelligence, personal character, ability to make independent analytical inquiries, willingness to devote adequate time to Board duties and the likelihood that he or she will be able to serve on the Board for a sustained period. In connection with the selection of nominees for director, the Governance Committee givesperiod, giving due consideration to diversity in perspectives, backgrounds, business experiences, professional expertise, gender and ethnic background amongbackground. Subject to its fiduciary duties and applicable laws and regulations, when searching for new directors, the Board members.Governance Committee is charged with endeavoring to identify highly qualified diverse candidates, including women and individuals from minority groups, to include in the pool of candidates from which director nominees are chosen.

Company or the revocation of a dissolution. In addition, unless authorized by resolution of our Board of Directors, the Executive Committee may not declare a dividend, authorize the issuance of stock or adopt a certificate of ownership and merger under Delaware law.

Compensation Committee Interlocks and Insider Participation

No member of our Compensation Committee had a relationship during the fiscal year ended March 31, 20162019 that requires disclosure as a Compensation Committee interlock.

The following list sets forth the names, ages as of the date of this proxy statement and principal occupations of each person who was an executive officer of the Company during the fiscal year ended March 31, 20162019 and who is not also a member of our Board. Except as noted below, allAll of these persons have been elected to serve until the next annual meeting of our Board or until their earlier resignation or removal.

Age: 43

Position: Executive Vice President – Finance and Administration and Chief Financial Officer (has held current office since August 2009; Vice President – Investor Relations and Corporate Development from March 2005 through August 2009; Audit Manager with Ernst & Young LLP from April 2002 through September 2004).

Robert S. Stewart

Age: 65

Position: Executive Vice President – Strategy, Corporate Development and Communications (has held current office since August 2009; Senior Vice President of Centex from 2000 through August 2009).

Keith W. Metcalf

Age: 61

Position: President – American Gypsum Company LLC (has held current office since April 2016; Executive Vice President of Sales & Marketing from January 2016 through March 2016; Senior Vice

Advisory Vote on Executive Compensation

At the 2015 Annual Meeting of Stockholders, the Company’s stockholders voted to approve a non-binding advisory resolution approving the compensation paid to our Named Executive Officers as disclosed in the proxy statement for the 2015 Annual Meeting of Stockholders. The vote was 98.46% in favor, 1.50% against (with 0.03% abstaining). In light of the significant stockholder support of the executive compensation program, no substantive changes were made to the executive compensation program for fiscal 2016 (our fiscal year ended March 31, 2016) as a result of the stockholder vote.

The Compensation Committee is firmly committed to providing its executives with compensation opportunities that are tied to Company performance and stockholder value creation. We encourage you to review the complete description of the Company’s executive compensation program prior to casting your vote on this year’s say-on-pay advisory vote proposal (Proposal No. 2).

Named Executive Officers

This Compensation Discussion and Analysis is intended to provide investors with a more complete understanding of our compensation policies and decisions during fiscal 20162019 for the following persons who were “Named Executive Officers” during such fiscal year:

Transitions Involving Our Named Executive Officers

At the end of fiscal 2016, we experienced some transitions involving our Named Executive Officers. Effective at the close of business on March 31, 2016, Mr. Rowley retired from the Company, resigning his positions as President and Chief Executive Officer and as a member of our Board of Directors. In connection with Mr. Rowley’s retirement, the Company entered into a Retirement and Consulting Agreement with Mr. Rowley, as discussed in greater detail below under the heading “Retirement of Chief Executive Officer.” Effective at the time of Mr. Rowley’s retirement, Mr. Powers was appointed President and Chief Executive Officer, and Mr. Powers was appointed as a Class I director on our Board of Directors. Compensation arrangements with respect to Mr. Powers for fiscal 2017 are detailed below under the heading “Compensation of New Chief Executive Officer.”

Determining Executive Compensation Risk

AlthoughAdvisory Vote on Executive Compensation; Central Role of Stockholder Engagement

We value feedback from our stockholders and regularly engage in a dialogue with a significant portion of potentialour stockholders throughout the fiscal year to better understand their opinions on our business strategy and objectives and to obtain feedback regarding other matters of investor interest, such as executive compensation.

At the 2018 Annual Meeting of Stockholders, the Company’s stockholders voted to approve anon-binding advisory resolution approving the compensation paid to our executive officers is performance-based, we do not believe that our compensation policies, principles, objectives and practices are structured to promote inappropriate risk taking by our executives. We believe thatNamed Executive Officers as disclosed in the focusproxy statement for the 2018 Annual Meeting of our overallStockholders. This“say-on-pay” proposal received the approval of over 78% of the votes cast.

In light of the stockholder support of the executive compensation program encourages management(reflected through the 2018say-on-pay vote results), no substantive changes were made to takethe executive compensation program for fiscal 2019.

The Compensation Committee is firmly committed to providing our executives with compensation opportunities that are tied to Company performance and stockholder value creation. We encourage our stockholders to review the complete description of the Company’s executive compensation program prior to casting a balanced approach that focusesvote on increasing and sustaining our profitability. See “Board Leadership Structure and Role in Risk Oversight — Risk Assessment in Compensation Programs” above.this year’ssay-on-pay advisory vote proposal (Proposal No. 2).

RoleAuthority of the Compensation Committee and Management in Executive Compensation

Our Compensation Committee has certain dutiesmeet regularly (six times in fiscal 2019) to oversee and responsibilities relating toadminister the compensation program of the CEO and the other senior executive officers. See “Board Committees — Compensation Committee” above.    The senior executive officers include all of the Named Executive Officers. In particular, the Compensation Committee is charged with the responsibility to:

For fiscal 2016,2019, the Compensation Committee made these determinations at five separatetwo meetings held in May and June 2015.

Compensation Peers

The data used by L&A in its survey of compensation, which we refer to as the “compensation study,” was weighted so that 50% was from published surveys from Economic Research Institute, Mercer, Pay Factors, Kenexa and WorldatWork and 50% was from disclosure in compensation peer group proxy statements. At the beginning of fiscal 20162019 (spring of 2015) the Compensation Committee engaged2018), L&A to reviewreviewed the Company’s current peer group for appropriateness and provideprovided the Compensation Committee with recommendations for any additional peers to be included. L&A analyzed the Company’s peer group and potential additional companiesmodifications based on (1) other similar companies within similar industries, (2) revenue, (3) market capitalization, (4) enterprise value, (5) asset size (6) net income, (7) EBITDA (6) assets,and(8) one-year, three-year and (7) companies in energy services related industries. five-year total shareholder return (“TSR”).

Based on this analysis, L&A recommended removal of the following peersone peer used in fiscal 2015: Texas Industries Inc. (merged with Martin Marietta Materials Inc.); Packaging Corp. of America (too large by several metrics); Intrepid Potash, Inc. (too small by several metrics); and Quaker Chemical Corporation (too small by several metrics).2018: Headwaters Incorporated, which had been acquired. L&A recommended the addition of the following companiesone company to the peer group: Newpark Resources; U.S. Silica Holdings; LennoxMasonite International Inc.; KapStone Paper and Packaging Corporation; and Silgan Holdings Inc.Corporation. Based on L&A’s recommendation, the Compensation Committee utilized the following 13-company15-company peer group in analyzing fiscal 20162019 compensation (“compensation peer group”):

This peer group includes three domestic public company competitors, which we refer to as our “direct peers.” None of the direct peer companies operates in all of our segments, however. The other companies listed above are referred to as our “supplemental peers” and include companies in related industries. We refer to our direct peers and our supplemental peers together as our “compensation peers.”

For these reasons and in light of the peer analysis described above, we believe that the compensation peer group identified by our Compensation Committee for fiscal 20162019 provides a more appropriate and meaningful basis for assessing our executive compensation.

Industry Peers

Because Eagle Materials operates in highly cyclical industries, the Compensation Committee believes that reviewing our performance relative to our industry peers is a critical consideration when evaluating management performance. Such peer comparisons help to distinguish the effects of management performance from the more general effects of business cycle trends, thereby providing important information bearing on management rewards. This peer group, which we refer to as our “industry peers,” was constructed by L&A with input from management and is comprised of the direct peers noted above, plus the following international industry participants: Titan Cement Co. S.A., CRH plc, Buzzi Unicem S.p.A., Holcim Ltd., HeidelbergCement AG, Lafarge S.A., Cementos Bio-Bio S.A., Cementos Portland Valderrivas S.A., Cemex S.A.B. de C.V., Italcementi S.p.A., Cementos Argos S.A., and Headwaters Incorporated. In May 2015, L&A presented the Compensation Committee with the Company’s performance results against this industry peer group as part of its compensation decision-making. The Compensation Committee reviewed the Company’s performance in the following 20 categories, in each case against the entire industry peer group (all measures utilized financial data available on May 1, 2015):

The Company outperformed all of the industry peer group in 13 of the 20 categories and was above the median in all of the remaining categories.The Compensation Committee used the survey of the compensation peer group prepared by L&A, which we refer to as our compensation study, and the performance comparisons to the industry peers prepared by L&A, which we refer to as our industry performance study, as reference points in establishing the main components of Named Executive Officer compensation: salaries, annual incentive bonus opportunity and long-term compensation awards.

Retirement of Chief Executive Officer

On January 25, 2016, the Company announced that Mr. Rowley had decided to retire as an officer and director of the Company effective at the end of the fiscal year. Mr. Rowley provided 25 years of continuous service to the Company, including as CEO since 2003. Mr. Rowley led the doubling of the scale of the Company’s cement business and guided the Company’s gypsum wallboard business in achieving its current nation-wide scope. Mr. Rowley successfully led the Company through the longest and most challenging construction market down-cycle in U.S. history and was leaving the Company with a healthy balance sheet. In light of these and other factors, the Board formally determined that Mr. Rowley’s resignation would be a retirement from service.

In connection with Mr. Rowley’s retirement as our President and Chief Executive Officer, the Company entered into a Retirement and Consulting Agreement with Mr. Rowley on January 25, 2016 that set forth the terms of his retirement and provided for the engagement of Mr. Rowley to act as a consultant for the Company during a two-year period commencing on April 1, 2016 and ending, unless earlier terminated, on March 31, 2018 (“Consulting Period”). The principal terms of the Retirement and Consulting Agreement, including the amounts payable to him thereunder, are as follows:

exercise period specified in the applicable award agreement)—as opposed to a typical 90-day survival period when an employee leaves the Company. In the case of one stock option award, the Company amended the existing option terms in order to permit Mr. Rowley to exercise the stock options during such two-year period.

In connection with the January 2016 determinations above that resulted in the retirement-related acceleration of the vesting of Mr. Rowley’s restricted stock and long-term cash and the survival of his outstanding options for two years following retirement, the Compensation Committee considered that the Company would incur additional compensation expense of $874,847, which was recognized in the fourth quarter of our fiscal year. This amount is less than the total fair value of these items (which is reflected in Mr. Rowley’s fiscal 2016 compensation in the Summary Compensation Table on page 36 of this proxy statement) because the Company had previously expensed a substantial portion of the awards that were accelerated or extended.

Primary Elements of Executive Compensation

In addition to the health benefit plans and programs generally available to all employees,The primary elements of our executive compensation program includesare the following elements:following:

Base Salary

Salaries of the Named Executive Officers are reviewed annually as well as at the time of a promotion or significant change in responsibilities. As described above, the Compensation Committee engaged L&A to conduct the compensation study at the beginning of fiscal 2016. The Named Executive Officer base salaries for fiscal 2015 (which2019. L&A’s compensation study was delivered to the data reviewedCompensation Committee in the L&A compensation study) were on average aligned with the median of the salary levels for the equivalent positions at the companies reviewed in the compensation peer group in the compensation study. May 2018.

The fiscal 20162019 base salaries for the Named Executive Officers were set as follows: Mr. Rowley - $940,000; Mr. Kesler - $400,000; Mr. Haack - $515,000; Mr. Essl - $397,580; and Mr. Powers - $397,580. 

Considerations that may influence the salary level for a Named Executive Officer include individual performance, the Named Executive Officer’s skills or experience, our operating performance and the nature and responsibilities of the position. Following the base salary adjustments, the salaries of the Named Executive Officers were, on average, between the median and the 75^th percentile of the L&A compensation study.

Annual Incentive Bonus

The Compensation Committee is responsible for approving the annual incentive bonus for our CEO and the other Named Executive Officers. Annual incentive bonuses paid to our Named Executive Officers for fiscal 2019 (other than Mr. Haack) for fiscal 2016Metcalf) were

earnings generated during such fiscal year, and annual incentive bonuses are paid to each participating executive in the form of a lump sum cash payment reflecting hiseach executive’s share of the pool, subject to the exercise of “negative discretion” by the Compensation Committee to reduce (but not increase) the amount of the cash payment based on the executive’s individual performance during the fiscal year. The amount of the annual incentive bonus paid to an executive is based on the level of our operating earnings, the share of the pool designated for such executive, and an assessment of such executive’s individual performance.

In the first quarter of fiscal 2016, the Compensation Committee approved the designation of 1.35% of annual operating earnings for annual incentive bonuses for all executives participating in theThe Eagle Annual Incentive Program including twofor Fiscal 2019 was adopted by the Compensation Committee in May 2018, and it mirrored the structure of our Named Executive Officers.the fiscal 2018 program. The Committee believes thatprogram was to be funded with 1.4% of the Company’s operating earnings is an appropriate measurement for annual incentive bonuses because this measure is tied more closely to operations. fiscal 2019. The Compensation Committee has maintained the funding rate of 1.4% since 2016 and as a result the compensation pool only increases if operating earnings increase.

The bonus pool itself is not subject to a separate cap or maximum, but is merely a function of multiplying thepre-determined percentage by our operating earnings for the applicable fiscal year. At the end ofyear; however, our Incentive Plan does provide an absolute cap on cash that any employee may receive in any fiscal 2016, the Compensation Committee determined that the aggregate amount available for the Eagle Annual Incentive Program for fiscal 2016 was $3,183,771. This pool amount was not quantifiable until the end of fiscal 2016 and includes amounts available for payment to officers and employees other than the participating Named Executive Officers.year under such programs ($5 million). In setting the percentage of operating earnings which would fund the pool for the Eagle Annual Incentive Program, the Compensation Committee considered several factors, including our compensation philosophy that a significant portion of the executive’s compensation should be “at risk” and subject to the Company’s success (level of operating earnings)., as well as the anticipated operating earnings for fiscal 2019.

In May 2015, the Compensation Committee set the annual incentive bonus potential for the participants in the Eagle Annual Incentive Program. In allocating each Named Executive Officer’s opportunity under the pool, the Compensation Committee considered the amount of annual incentive bonus compensation payable toopportunities of executives in other companies who fulfill similar roles as illustrated in the compensation study prepared by L&A, the share of the pool historically allocated to officers in such roles by the Company, the recommendation of Mr. Rowley’s recommendationPowers for each participant, (other than himself), as well as the Compensation Committee’s assessment of the executive’s importance and contribution to the organization, the

can directly influence than a Company-wide program. For fiscal 2016, each of Messrs. Essl and Powers2019, Mr. Metcalf participated in a Divisional Annual Incentive Bonus Program. Under these programs, a percentage of a division’s operating earnings is allocated to the bonus pool and each participating employee is assigned a share of the pool, representing the employee’s maximum bonus opportunity. At the end of the fiscal year, the size of the pool is determined and annual bonuses are paid to participating employees in the form of a lump sum cash payment in accordance with their shares of the pool, subject to the exercise of negative discretion by our CEO (or, in the case of bonuses paid to Named Executive Officers, the Compensation Committee) based on the employee’s individual performance during the fiscal year.

Because of his responsibilities for our Cement and Concrete and Aggregates operations, Mr. EsslMetcalf participated in both the Eagle Materials Inc. Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2016 and the Eagle Materials Inc. Concrete and Aggregates Companies Incentive Compensation Program for Fiscal Year 2016. Under these programs, the bonus pools equaled 2.25% of each of our concrete and aggregates subsidiaries’ operating earnings for fiscal 2016 and 2.25% of each of our cement subsidiaries’ operating earnings for fiscal 2016 (or, in the case of our 50% owned cement joint venture, 2.25% of our portion of that entity’s operating earnings for fiscal 2016), which in each case is also the same percentage the Compensation Committee has set for several years. In deciding to keep the percentage of operating earnings which would fund these bonus pools the same as the prior year, the Compensation Committee considered several factors, including our compensation philosophy that a significant portion of the executive’s compensation should be “at risk” and subject to the Company’s success (level of earnings).

For fiscal 2016, Mr. Powers participated in the Eagle Materials Inc. American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 2016.2019. Under this program, the bonus pool equaled 2.25%2.0% of American Gypsum’s operating earnings for fiscal 2016,2019, which is the same percentage the Compensation Committee has set for severalthe past two years. In deciding to keep the percentage of operating earnings which would fund these bonus pools the same as the prior year, the Compensation Committee considered several factors, including our compensation philosophy that a significant portion of the executive’s compensation should be “at risk” and subject to the Company’s success (level of earnings).

The divisional bonus pools are not subject to a separate cap or maximum, but are merely a function of multiplying thepre-determined percentage by the applicable operating earnings for the applicable fiscal year. The aggregate amounts available for these programsthe American Gypsum program for fiscal 2016 were as follows: $2,279,147 (Cement); $248,645 (Concrete and Aggregates); and $3,674,095 (American Gypsum);2019 was $4,033,691, which in each case was not quantifiable until the end of fiscal 20152019 and includes amounts available for payment to officers and employees other than the Named Executive Officers. For comparison purposes, the equivalent amountsamount in fiscal 2015 were $1,677,236 (Cement); $188,822 (Concrete and Aggregates); and $3,334,795 (American Gypsum).2018 was $3,588,260.

In May 2015,2018, the Compensation Committee set the annual incentive bonus potential for Messrs. Essl and PowersMr. Metcalf under thesethe American Gypsum Divisional Annual Incentive Bonus Programs.Program. In determining their respectiveMr. Metcalf’s allocation of the pools,pool, the Compensation Committee considered the recommendation of Mr. Rowley’s recommendation,Powers, the amount of annual incentive bonus compensation payable to executives in other

Approving the Annual Incentive Bonus

In May 2016,2019, the Compensation Committee approved the incentive bonus poolspool for fiscal 20162019 for the Company and each Divisional Annual Incentive Bonus Program.Company. In addition, at the end of fiscal 2016,2019, Mr. Powers provided performance evaluations of each Named Executive Officer (other than himself) to the Compensation Committee, which evaluations included an assessment (both subjective and objective) of the achievement of their individual goals and objectives, along with his recommendation for the annual incentive bonus for each such Named Executive Officer. With respect to Mr. Powers, himself, the Compensation Committee performed its own evaluation of his performance and the extent to which the goals and objectives established for him for fiscal 20162019 had been achieved.

Mr. RowleyPowers

Pursuant toAt the Retirement and Consulting Agreement between the Company and Mr. Rowley, uponend of fiscal 2019, the Compensation Committee’s determinationCommittee conducted its performance evaluation of Mr. Powers after receiving input from the annual incentiveentire Board. Mr. Powers also provided information used by the Compensation Committee to evaluate the achievement of his goals and objectives for fiscal 2019 under the Eagle Annual Incentive Program. Based on this evaluation, the Compensation Committee believes Mr. Powers performed at a high level during fiscal 2019 and met his goals and objectives. That evaluation resulted in Mr. Powers receiving 93% of his bonus pool sizepotential for the Company, Mr. Rowley was entitled to receive 40% of the pool amount, which was his maximum bonus potential.fiscal 2019. The Compensation Committee approved an annual incentive bonus for Mr. RowleyPowers under the Eagle Annual Incentive Program of $1,273,508, which is reflected in$1,026,104. In making this determination, the “Non-Equity Incentive Plan Compensation” columnCompensation Committee used its judgment to determine the appropriate award level after consideration of several factors, including his achievement of his goals related to organizational leadership development and the Summary Compensation Table located on page 36 of this proxy statement.following areas (among others) over the past fiscal year:

determine the appropriate award level after consideration of several factors, including his achievement of his goals related to his areas of responsibility, the input of Mr. Powers regarding Mr. Haack’s performance, and the following areas (among others) over the past fiscal year: Mr. Haack’s success in further enhancing the Company’s safety programs, organizational leadership development, manufacturing capacity utilization and expansion.

In addition, the Compensation Committee approved a cash award under the SSP to Mr. Haack in the “Bonus” columnamount of $100,000. In making this award to Mr. Haack, the Summary Compensation Table locatedCommittee took into consideration the recommendation of Mr. Powers and Mr. Haack’s leadership on page 36upgraded safety programs throughout the Company and the implementation of sales force sales tools for the cement division.

Mr. Stewart

At the end of fiscal 2019, Mr. Powers reviewed Mr. Stewart’s performance, finding that Mr. Stewart had achieved his goals during the fiscal year. Based in part on this proxy statement.review, the Compensation Committee determined that Mr. Stewart had met his goals and awarded Mr. Stewart 93% of his incentive bonus potential, approving an annual incentive bonus for Mr. Stewart under the Eagle Annual Incentive Program of $675,518. In making this determination, the Compensation Committee used its judgment to determine the appropriate award level after taking into consideration of several factors, including his achievement of his goals related to his areas of responsibility, the input of Mr. Powers’s inputPowers regarding Mr. Haack’s performance.Stewart’s performance, and the following areas (among others) over the past fiscal year: Mr. Stewart’s implementation of executive transition planning, including engagement with internal constituents and external investor groups, and his ongoing investor outreach with regard to the Company’s ESG initiatives.

Mr. EsslMetcalf

At the end of fiscal 2016,2019, Mr. Powers reviewed the performance of Mr. Essl’s performance withMetcalf, finding that Mr. Metcalf had achieved his goals during the Compensation Committee.fiscal year. Based in part on this review, the Compensation Committee determined that Mr. Metcalf had met his goals and awarded Mr. Essl 99%Metcalf 94% of his incentive bonus

Grant Practice

All of the Named Executive Officers participate in our long-term incentive compensation program. In fiscal 2016,2019, the Compensation Committee approved equity grants as described below. The date on which an equity award is granted is the date specified in the resolutions of the Compensation Committee authorizing the grant. The grant date must fall on or after the date on which the resolutions are adopted by the Committee. As provided in the Incentive Plan, for stock options, the exercise price is the closing price of our Common Stock on the grant date, as reported by the NYSE.

Fiscal 2019 Grants

In addition,structuring the long-term incentive program for fiscal 2019, the Compensation Committee worked with our CEO, Mr. Powers, to establish a mix of performance-based and time-vesting awards. Consistent with prior years, the performance metric selected was return on equity, or “ROE,” which represents our earnings as provided ina percentage of our Incentive Plan, has delegated tostockholders’ equity, a performance metric that our stockholders have told us they find meaningful and that the Special Situation Stock Option Committee (whose sole member is our CEO) the authority to grant stock options to newly-hired employees and newly-promoted employees, under terms set by the Compensation Committee. This authority for fiscal 2017, which expires on May 31, 2017, is limited to an aggregate of 60,000 option shares; no one individual may receive more than 15,000 option shares inviews as a given year; and Section 16 reporting persons may not receive awards pursuant to this authority. Stock options granted under this delegation of authority vest 20% per year commencing on the first anniversarymeasure of the grant date. During fiscal 2016, 32,500Company’s prudent deployment of capital.

Target award amounts were allocated equally between performance-vesting and time-vesting awards, withone-half of each type being allocated to restricted stock options were grantedandone-half to employees under this authority outstock options; provided, that the Committee could take into consideration the recipient’s age and proximity to retirement in allocating some awards 100% to restricted stock. With respect to performance-based equity awards, the Committee determined a target award value that would be received upon the achievement of a maximumstrong ROE, with up to 120% of 60,000.the target value received if exceptional ROE were achieved and 80% of the target value received if

The Committee believes that the structure of the fiscal 20162019 long-term compensation program is consistent with the Compensation Committee’s philosophy of linking compensation to our performance.

Restricted Stock GrantPerformance-Based Equity Awards

Effective June 10, 2015, the Compensation Committee approved restricted stock awards under the Incentive Plan to a group of key employees, including the Named Executive Officers. TheThese awards are comprised of shares of restricted stock and stock options which were to vestare earned based upon the achievement by the Company of a certain level of average return on equityROE for the fiscal year ended March 31, 2016,2019, with 74%100% of the awarded stock/options (that is, 120% of the target award value) being earned if such ROE measure was 20.0% or higher, 83.3% of the awarded stock/options (that is, 100% of the target award value) being earned if such ROE measure was 15.0%, and 66.7% of the awarded stock/options (that is, 80% of the target award value) being earned if such ROE measure was at least 12.5%, and 100% being earned if such ROE measure was 17.5% or

higher10.0% (with the exact percentage of shares earned being calculated based on straight-line interpolation between the points shownspecified above with fractional points rounded to the nearest tenth of a percent). If the Company achieved an ROE measure of less than 12.5%10.0%, then none of the restricted stock awardperformance-based equity awards would be earned. If the Company performance vesting criterion were satisfied, then the Compensation Committee would have the ability to exercise negative discretion with regard to the award based on the employee’s achievement of individual goals approved by the Compensation Committee at the time of the award. Following any such exercise of negative discretion, the restricted stock awardThe earned performance-based equity was to become fully vested one-fifthone-fourth promptly after the certification date and one-fifthone-fourth on March 31 for each of the following fourthree years (in each case assuming continued service through such dates).

The terms and conditions of the restricted stockperformance-based equity are substantially the same as the restricted stock grants made in fiscal 2015,prior performance-based awards, except that the performance criterion is as described above. Any shares of restricted stockperformance-based equity that werewas not earned at the end of fiscal 2016 (whether as a result of failing to achieve the Company’s ROE measure or as a result of the Compensation Committee’s exercise of negative discretion) were2019 was to be forfeited. As inIn accordance with the case of prior equity awards, the restricted stock will also vest upon a change in controlterms of the Company. See “Change in Control Benefits” below.

The number of shares of restricted stock granted was determined by reference toIncentive Plan, the marketexercise price of ourthe stock options is the closing price of the Company’s Common Stock on the date of grant. The following table shows the restricted stock granted to each of the Company’s Named Executive Officers on June 10, 2015 (representing the maximum shares possible, or 115% of the target level of shares):

Pursuant to the Retirement and Consulting Agreement, upon Mr. Rowley’s retirement from the Company on March 31, 2016, the restrictions on his grant, of 21,151 shares of restricted stock lapsed without regard to whether the performance criteria set forth therein had been satisfied.May 17, 2018 ($106.24).

In May 2016,2019, the Compensation Committee certified that the Company’s 14.1%16.9% average return on equityROE for the fiscal year ended March 31, 2016 (as defined in the award agreement)2019 satisfied the Company’s performance goal such that 82.3%89.7% of the sharesperformance-based equity granted (or 94.6%107.6% of the target number of shares) wereshares/options) was earned. Any unearnedIn calculating the average ROE, in accordance with the award agreement, the Committee excluded the impact of certain extraordinary items not related to operating performance, namely thenon-cash impairment of various assets in our oil and gas proppants segment.