● | | Our stock ownership guidelines require management to align their long-term interests with those of our stockholders.Our recoupment (clawback) policy allows the Company to pursue reimbursement or forfeiture of incentive-based compensation if there is an accounting restatement of our financial statements due to the material noncompliance of the Company with any financial reporting requirement under the securities laws.
Eagle Materials Inc. * 2022 PROXY STATEMENT 22
Determining Executive Compensation Advisory 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 our 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 20182021 Annual Meeting of Stockholders, the Company’s stockholders voted to approve anon-binding advisory resolution approving the compensation paid to our Named Executive Officers as disclosed in the proxy statement for the 20182021 Annual Meeting of Stockholders. This“say-on-pay” “say-on-pay” proposal received the approval of over 78%92% of the votes cast. In light of the stockholder support of the executive compensation program (reflected through the 20182021 say-on-pay vote results), no substantive changes were made to the executive compensation program for fiscal 2019.2022. 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 vote on this year’ssay-on-pay advisory vote proposal (Proposal No. 2). Authority of the Compensation Committee Our Compensation Committee meetmeets regularly (six times in fiscal 2019)2022) to oversee and administer the compensation program of the CEO and the other senior executive officers. See “Board Committees — Compensation Committee” above.on page 17 of this proxy statement. The senior executive officers include all of the Named Executive Officers. In particular, the Compensation Committee is charged with the responsibility to: Review and make recommendations regarding our general compensation philosophy and structure; | ● | | Review and make recommendations regarding our general compensation philosophy and structure, |
Annually review and approve corporate goals and objectives relevant to the compensation of our CEO; Evaluate our CEO’s performance in light of such goals and objectives; Set the salary and other cash and equity compensation for our CEO based on such evaluation; Review and approve the compensation of our other senior executive officers; Administer each of our plans for which our Compensation Committee has administrative responsibility; Grant cash awards (including annual incentive bonuses) under our annual bonus programs and equity awards (including options, restricted stock and restricted stock units) under our long-term Incentive Plan to our officers and other key employees; • | ● | | Annually review and approve corporate goals and objectives relevant to the compensation of our CEO, |
| ● | | Evaluate our CEO’s performance in light of such goals and objectives, |
| ● | | Set the salary and other cash and equity compensation for our CEO based on such evaluation, |
| ● | | Review and approve the compensation of our other senior executive officers, |
| ● | | Administer each of our plans for which our Compensation Committee has administrative responsibility, |
| ● | | Grant cash awards (including annual incentive bonuses) under our annual bonus programs and equity awards (including options, restricted stock and restricted stock units) under our long-term Incentive Plan to our officers and other key employees, |
| ● | | Review and recommend to the Board the compensation of ournon-employee directors; and directors, and |
Recommend to the Board stock ownership guidelines for our executive officers and non-employee directors and monitor compliance therewith. | ● | | Recommend to the Board stock ownership guidelines for our executive officers andnon-employee directors and monitor compliance therewith. |
The Compensation Committee consists solely of directors who are independent under the NYSE listing standards (including the enhanced independence requirements for compensation committee members) and Section 162(m) of the Internal Revenue Code, and who are“non-employee directors” under Rule16b-3 of the Exchange Act.. The Compensation Committee is authorized to hire such outside advisors as it deems appropriate. The Compensation Committee’s charter may be found in the “Investor Relations/Corporate Governance” section of our websitewww.eaglematerials.com. The Compensation Committee sets compensation for the Named Executive OfficersonOfficers on an annual basis. In general, the process for setting compensation involves the following steps: As early as practicable after the beginning of each fiscal year, the Compensation Committee determines: (1) | the salary of each Named Executive Officer for such fiscal year,year; |
(2) | the overall size of the annual incentive bonus pools based on a percentage of our operating earnings in which the Named Executive Officers will have the opportunity to participate during such year and the percentage of the pool assigned to each Named Executive Officer,Officer; |
(3) | whether the Compensation Committee will make any long-term incentive compensation awards in such fiscal year,year; |
(4) | if the Compensation Committee decides to make long-term compensation awards for such fiscal year, the amount, nature of and terms applicable to such awards, including the form any such awards will take (e.g., options, restricted stock, restricted stock units and/or cash), the individual grant date fair value for awards to be made to each Named Executive Officer, the performance- or time-vesting criteria (or both) that will apply to any such awards, and the exercisability or payment schedules that will apply to any such awards if the performance criteria are satisfied,satisfied; and |
(5) | the Eagle Materials Special Situation Program for such fiscal year and the overall funding levels for such program based on operating earnings. |
For fiscal 2019,2022, the Compensation Committee made these determinations at two meetings held early in the fiscal year, in May 2018.2021. Eagle Materials Inc. * 2022 PROXY STATEMENT 23
After the end of the fiscal year, the Compensation Committee:Committee then: (1) | reviews and approves the annual incentive bonus pools,pools; |
(2) | determines the extent to which the performance criteria for the prior fiscal year applicable to any long-term incentive awards were satisfied,satisfied; |
(3) | determines the amount of the downward adjustment, if any, to be made to the annual incentive bonus payment to each Named Executive Officer based on individual performance,performance; and |
(4) | if applicable, makes awards under the Eagle Materials Special Situation Program. |
The Compensation Committee made these determinations for fiscal 20192022 at two meetings held after the completion of the fiscal year, in May 2019.2022. Role of ManagementManagement Our CEO participates to a limited extent in the administration of our compensation program for Named Executive Officers, other than himself. AtFollowing the end of each fiscal year, the CEO provides input to the Compensation Committee on the performance of each of the other Named Executive Officers during the fiscal year and recommends compensation adjustments (salary adjustments for the currentupcoming fiscal year, any downward adjustments to annual incentive bonus levels for the recently completed fiscal year, and annual incentive bonus levels for the currentupcoming fiscal year) and, if applicable, long-term incentive award levels for such Named Executive Officers. The CEO also provides input on the structure of our long-term incentive awards (if any) for such Named Executive Officers, including the long-term incentive award levels and the performance or other criteria that determine vesting and other terms and conditions applicable to the awards. The Compensation Committee considers the CEO’s input, along with other information presented by its independent compensation consultants or otherwise available to it, in making its final compensation decisions with respect to the Named Executive Officers. Engagement of an Independent Compensation Consultant Late in fiscal 2018 (January 2018),
In January 2021, the Compensation Committee again retained Longnecker & Associates (“L&A”), an independent compensation consulting firm based in Houston, Texas, to review levels and incentive components of our executives’ compensation in an effort to align the compensation of our officers competitively with the market for fiscal 2019.2022. The primary role of L&A was to provide the Compensation Committee with market data and information regarding compensation trends in our industry and to make recommendations regarding base salaries, the design of our incentive programs and executive compensation levels. Our management did not direct or oversee the retention or activities of L&A with respect to our executive compensation program. The Compensation Committee has assessed the independence of L&A pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent L&A from independently advising the Compensation Committee. 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 disclosurecompensation disclosures included in compensationthe proxy statements of members of our peer group proxy statements.group. At the beginning of fiscal 20192022 (spring 2018)2021), L&A reviewed the Company’s current peer group for appropriateness and provided the Compensation Committee with recommendations for any additional peers to be included. L&A analyzed the Company’s peer group and potential modifications based on (1) other similar companies within similar industries, (2) revenue, (3) asset size, (4) market capitalization, (4)and (5) enterprise value, (5) asset size (6) net income, (7) EBITDA and(8) one-year, three-year and five-year total shareholder return (“TSR”).value. Based on this analysis, L&A recommended removal of one peertwo peers used in fiscal 2018: Headwaters Incorporated,2021: Continental Building Products, Inc., which had been acquired.acquired; and U.S. Silica Holdings, Inc., which no longer offered a business match in light of the Company’s divestiture of its oil and gas proppants division. Additionally, L&A recommended the addition of one companytwo companies to the peer group: Masonite International Corporation.Gibraltar Industries, Inc. and Cleveland-Cliffs Inc. Based on L&A’s recommendation, the Compensation Committee utilized the following15-company peer group in analyzing fiscal 20192022 compensation (“compensation peer group”): | Armstrong Worldwide Industries, Inc.
Continental Building Products, Inc.
EnPro Industries, Inc.
James Hardie Industries plc
KapStone Paper and Packaging Corporation
Lennox International Inc.
Louisiana-Pacific Corp.
Martin Marietta Materials Inc.
Masonite International Corporation
Silgan Holdings, Inc.
Summit Materials, Inc.
USG Corporation
U.S. Concrete, Inc.
U.S. Silica Holdings, Inc.
Vulcan
Armstrong Worldwide Industries, Inc. Continental Building Products, Inc. EnPro Industries, Inc. Granite Construction Incorporated James Hardie Industries plc Lennox International Inc. Louisiana-Pacific Corp. Martin Marietta Materials Inc. Masonite International Corporation Minerals Technologies Inc. Silgan Holdings, Inc. Summit Materials, Inc. U.S. Concrete, Inc. U.S. Silica Holdings, Inc.Vulcan Materials Company |
L&A delivered its compensation peer analysis report to the Compensation Committee in April 2018, utilizing trailing 12 months financials for revenue, net income and EBITDA; asset value as of the latest quarterly report on Form10-Q filed by the company; and market capitalization, enterprise value and TSR as of April 30, 2018. The Company’s ranking within the compensation peer group in each of the categories utilized by L&A was as follows:
| | | | | Category | | | | Company
Percentile
Rank | Revenue
| | | | 32nd | Assets
| | | | 50th | Market Capitalization
| | | | 66th | Enterprise Value
| | | | 62nd | Net Income
| | | | 58th | EBITDA
| | | | 49th | One-year TSR
| | | | 48th | Three-year TSR
| | | | 32nd | Five-year TSR
| | | | 37th | OVERALL AVERAGE
| | | | 48th |
We are aware that institutional shareholder advisors, such as Institutional Shareholder Services, Glass Lewis and others, utilize methodologies to determine “peer groups” that may differ from our process. We believe that the methodologies they use may result in a peer group that does not provide a close “fit” for Eagle. For example, if the institutional shareholder advisor relies upon GICS codes to identify potential peers, the resulting peer group would include many companies whose operations we view as sufficiently dissimilar to ours as to make comparisons significantly less meaningful. Additionally, if the institutional shareholder advisor constructs a peer group based solely on revenues, the resulting peer group can create a poor fit for two reasons. First, because of accounting rules we are unable to include our 50/50 Texas Lehigh joint venture’s revenues in our revenue line item—we instead Eagle Materials Inc. * 2022 PROXY STATEMENT 24
account for that entity in a separate line item valuing the equity interest in an unconsolidated joint venture. As a result, in our view, our revenue is, in effect, understated. Second, in our industry, with largeup-front capital projects, we believe that cash flow and operating earnings are more important than revenues when evaluating 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 20192022 provides a more appropriate and meaningful basis for assessing our executive compensation. Primary Elements of Executive Compensation The primary elements of our executive compensation program are the following: Long-term incentive compensation | ● | | Long-term incentive compensation |
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 2019.2022. L&A’s compensation study was delivered to the Compensation Committee in May 2018.2021. The fiscal 20192022 base salaries for the Named Executive Officers were set in May 2021 as follows: | Name | | Base
Salary | | | Percent
Increase | | Base Salary | | | Percent Increase from Prior Year | | David B. Powers | | | $920,000 | | | 8.2 | | Michael R. Haack | | | $ | 900,000 | | | | 9.2 | | D. Craig Kesler | | | $460,000 | | | 6.0 | | $ | 500,035 | | | | — | | Michael Haack | | | $575,000 | | | 5.3 | | Robert S. Stewart | | | $455,000 | | | 4.8 | | $ | 480,420 | | | | — | | Keith W. Metcalf | | | $393,000 | | | 3.1 | | James H. Graass | | | $ | 451,000 | | | | — | | Steven L. Wentzel | | | $ | 339,902 | | | | 3.0 | |
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. 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 20192022 (other than Mr. Metcalf)Wentzel) were made under the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2019,2022, which we refer to as the “Eagle Annual Incentive Program.” The Eagle Annual Incentive Program and the Company’s other incentive programs for fiscal 20192022 were structured to create financial incentives and rewards that are directly related to corporate performance and the participating Named Executive Officer’s individual performance during the fiscal year. The Compensation Committee believes these programs are consistent with ourpay-for-performance compensation philosophy in that they place a significant portion of the executive’s compensation “at risk.” Generally, under these programs, a significant portion of the executive’s total compensation is dependent upon the performance of the Company as well as the individual’s performance. The Company’s annual incentive bonus programs also reflect the Committee’s philosophy of aligning the interests of our executives with those of the stockholders. These programs create this alignment by providing that an officer’s annual bonus potential varies directly with our operating earnings. Although individual performance and achievement of goals (as discussed in more detail below under “Approving the Annual Incentive Bonus”) may affect the actual incentive bonus amount, our programs are structured in such a way that the executive officer’s incentive bonus potential can vary considerably as operating earnings change from year to year. The Committee believes that operating earnings is an appropriate metric for annual incentive bonuses because it is tied closely to operations, can be directly impacted by the efforts of the pool participants, and is a measure that our stockholders have indicated they track and value. Eagle Annual Incentive Program For fiscal 2019,2022, Messrs. Powers,Haack, Kesler, HaackStewart and StewartGraass were participants in the Eagle Annual Incentive Program. Under this program, during the first quarter of the fiscal year, a percentage of our operating earnings is designated by the Compensation Committee as a pool for bonuses, and each participating Named Executive Officer is assigned a share of such pool, representing the executive’s maximum bonus opportunity. At the end of the fiscal year, the size of the pool is determined, based on the amount of operating 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 each 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. The Eagle Annual Incentive Program for Fiscal 20192022 was adopted by the Compensation Committee in May 2018,2021, and it mirrored the structure of the fiscal 20182021 program. The program was to be funded with 1.4%1.2% of the Company’s operating earnings for fiscal 2019. The Compensation Committee has maintained2022, the funding rate of 1.4% since 2016 and as a resultsame percentage used in the compensation pool only increases if operating earnings increase.prior year. 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; however, our Incentive Plan does provide an absolute cap on cash Eagle Materials Inc. * 2022 PROXY STATEMENT 25
that any employee may receive in any fiscal 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 2019.2022. In allocating each Named Executive Officer’s opportunity under the pool, the Compensation Committee considered the amount of annual incentive bonus compensation opportunities 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. PowersHaack 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 executive’s importance in driving the achievement of Company goals and profitability, the executive’s level of responsibility, and the anticipated operating earnings for fiscal 2019.2022. The Compensation Committee set the bonus potential for the Named Executive Officers as follows: | | | Name | | Annual
Incentive Bonus
Potential
(% of Pool) | David B. Powers
| | 24.0 | Michael R. Haack D. Craig Kesler
| | | 15.828.0 | | D. Craig Kesler Michael Haack
| | | 17.021.5 | | Robert S. Stewart | | | 15.818.5 | | James H. Graass | | | 18.5 | |
Also at the beginning of fiscal 2019,2022, the Compensation Committee worked with Mr. PowersHaack to develop individual annual incentive goal categories by plan and position throughout the Company, including with respect to the Named Executive Officers.Officers (other than himself). For participants in the Eagle Annual Incentive Program, the participants’ individual performance against the goals would be evaluated by the Committee in the exercise of “negative discretion” to reduce (but not increase) the amount of the portion of the pool that would be paid to the participant at the end of the fiscal year. AtThis pool amount was not quantifiable until the end of fiscal 2019,2022, at which time the Compensation Committee determined that the aggregate amount available for the Eagle Annual Incentive Program pool for fiscal 20192022 was $4,597,239,$6,172,484, based on the Company’s operating earnings of $328,374,186,$514,373,665, as adjusted for certain extraordinary items that the Committee believes are not reflective of operating performance, namely thenon-cash impairment of various assets in our oil and gas proppants segment.
This pool amount was not quantifiable until the end of fiscal 2019.performance. For comparison purposes, the equivalent pool amount in fiscal 20182021 was $4,825,766$4,969,320, based on the Company’s operating earnings of $344,697,591$414,109,984 (as adjusted).
Divisional Annual Incentive Program For certain employees who do not participate in the Eagle Annual Incentive Program, the Company maintains divisional annual incentive plans, which the Committee believes better tie such employees’ annual incentive compensation to metrics that they can directly influence than a Company-wide program. For fiscal 2019,2022, Mr. MetcalfWentzel 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. Mr. MetcalfWentzel participated in the Eagle Materials Inc. American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 2019.2022. Under this program, the bonus pool equaled 2.0% of the EBITDA of American Gypsum’s operating earnings for fiscal 2019,Gypsum, which is the same percentage the Compensation Committee has set for the past twoseveral years. In deciding to keep the percentage of operating earningsEBITDA which would fund thesethis bonus poolspool 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.year; however, our Incentive Plan does provide an absolute cap on cash that any employee may receive in any fiscal year under such programs ($5 million). The aggregate amounts available for the American Gypsum program for fiscal 20192022 was $4,033,691,$5,719,545, which was not quantifiable until the end of fiscal 20192022 and includes amounts available for payment to officers and employees other than the Named Executive Officers. For comparison purposes, the equivalent amount in fiscal 20182021 was $3,588,260.$4,190,052. In May 2018,2021, the Compensation Committee set the annual incentive bonus potential for Mr. MetcalfWentzel under the American Gypsum Divisional Annual Incentive Bonus Program.program. In determining Mr. Metcalf’sWentzel’s allocation of the pool, the Compensation Committee considered the recommendation of Mr. Powers,Haack, the amount of annual incentive bonus compensation payable to executives in other companies who fulfill similar roles as illustrated in the compensation study prepared by L&A, the portion of the pool historically allocated to his position and the Compensation Committee’s assessment of his importance and contribution to his division’s performance, his importance as an officer within his division in driving the achievement of divisional goals and profitability and his level of responsibility. The Compensation Committee set Mr. Metcalf’sWentzel’s incentive bonus potential at 21%12.5% of his divisional bonus pool. Fiscal 2019
Eagle Materials Inc. * 2022 PROXY STATEMENT 26
Special Situation Program In the first quarter of fiscal 20192022 (May 2018)2021), the Compensation Committee approved the Eagle Materials Inc. Special Situation Program for Fiscal Year 2019,2022, which we refer to as the “SSP,” which is a special annual incentive program intended to recognize outstanding individual performance during the fiscal year. The SSP also provides flexibility to reward performance when special circumstances arise in which our CEO determines that an individual has performed well but not been adequately compensated pursuant to other components of compensation, including without limitation instances where an individual’s compensation has been adversely affected by market conditions such as a cyclical downturn or in recognition of transactions and events not contemplated at the time the Compensation Committee set compensation for the applicable year. SSP awards are made by our CEO, except that awards to senior executive officers require Compensation Committee approval.approval (and our CEO does not have a role in the determination of any SSP award to himself). Awards under the SSP are not predetermined for any individuals at the beginning of the fiscal year. All full-time employees of Eagle Materials Inc. or any of our subsidiaries are eligible to receive awards under this program. At the beginning of fiscal 2019,2022, the Compensation Committee determined that 0.20% of the Company’s EBITDA for the ensuing fiscal year would fund the SSP, along with the portions of the Eagle and divisional incentive compensation plans and divisional long-term cash compensation plans not paid out. In setting the percentage of EBITDA which would fund the SSP, the Compensation Committee considered several factors, including the anticipated EBITDA for fiscal 2019.2022. All of our Named Executive Officers are eligible to participate in the SSP. Approving the Annual Incentive Bonus In May 2019,2022, the Compensation Committee approved the incentive bonus pool for fiscal 20192022 for the Company. In addition, at the end of fiscal 2019,2022, Mr. PowersHaack provided performance evaluations of each Named Executive Officer (other than himself) to the Compensation Committee, which evaluations included an assessment 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,Haack, the Compensation Committee performed its own evaluation of his performance and the extent to which the goals and objectives established for him for fiscal 20192022 had been achieved. Mr. PowersHaack At the end of fiscal 2019,2022, the Compensation Committee conducted its performance evaluation of Mr. PowersHaack after receiving input from the entire Board. Mr. PowersHaack also provided information used by the Compensation Committee to evaluate the achievement of his goals and objectives for fiscal 20192022 under the Eagle Annual Incentive Program. Based on this evaluation, which included both quantitative as well as discretionary factors, the Compensation Committee believes Mr. PowersHaack performed at a high level during fiscal 20192022 and met his goals and objectives. Thatobjectives were substantially met. Over half of Mr. Haack’s bonus related to factors advancing the Company’s ESG priorities. The Committee’s evaluation resulted in Mr. PowersHaack receiving 93%95% of his bonus potential for fiscal 2019.2022. The Compensation Committee approved an annual incentive bonus for Mr. PowersHaack under the Eagle Annual Incentive Program of $1,026,104.$1,641,881. In making this determination, the Compensation 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 following areas (among others) over the past fiscal year: ● | | success in completing manufacturing capacity utilization and expansion projects in the Company’s cement business; |
● | | driving the launching of a capacity expansion project at the Company’s paper mill; |
● | | balancing wallboard production with demand; |
● | | leadership in driving talent and organizational development at both the corporate and divisional levels, including CEO succession activities; and |
| ●• | | promotion of a safety performance culture and results achieved at the Company’s operating units; |
leadership on ESG initiatives, including reporting, monitoring and communications, and the development and implementation of strategies to develop and produce new products (Portland Limestone Cement); leadership in driving talent and organizational development, including with respect to diversity, at both the corporate and divisional levels; results achieved on a number of important capital projects and internal operating improvements; overall financial performance versus plan; integration of acquired businesses; development and implementation of M&A strategies to optimize and grow the Company’s asset portfolio; and | • | leadership of reporting and monitoring system enhancements.the Company’s special actions during the COVID-19 pandemic. |
Mr. Kesler At the end of fiscal 2019,2022, Mr. PowersHaack reviewed Mr. Kesler’s performance, finding that Mr. Kesler had achieved his goals during the fiscal year.performance. Based in part on this review, the Compensation Committee determined that Mr. Kesler had substantially met his goals and awarded Mr. Kesler 93%95% of his incentive bonus potential, approving an annual incentive bonus for Mr. Kesler under the Eagle Annual Incentive Program of $675,518.$1,260,730. In making this determination, the Compensation Committee used its judgment to determine the appropriate award level after consideration of several factors, including the input of Mr. Haack regarding Mr. Kesler’s performance and his achievement of his goals related to his areas of responsibility, including: Mr. Kesler’s work on capital management, successful completion of the Company’s public notes offering, and the integration of acquired businesses into the Company’s financial and IT systems. Mr. Stewart At the end of fiscal 2022, Mr. Haack reviewed Mr. Stewart’s performance. Based in part on this review, the Compensation Committee determined that Mr. Stewart had substantially met his goals and awarded Mr. Stewart 95% of his incentive bonus potential, approving an annual incentive bonus for Mr. Stewart under the Eagle Annual Incentive Program of $1,084,814. In making this determination, the Compensation Committee used its judgment to 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. PowersHaack regarding Mr. Kesler’sStewart’s performance, and the following areas (among others) Eagle Materials Inc. * 2022 PROXY STATEMENT 27
over the past fiscal year: Mr. Kesler’s oversightStewart’s work on Company-wide succession planning and talent and organizational development (including with respect to diversity), ongoing development of the development of a new sales force software platform,Company’s environmental disclosures, and his completion of an analysis of the retirement plan, including investment choices, implementation of cost-saving plan improvements and efficiencies, and modernization of our investment policy statement. In addition, the Compensation Committee approved a cash award under the SSP to Mr. Keslerinvolvement in the amount of $50,000. In making this award to Mr. Kesler, the Compensation Committee took into consideration the recommendation of Mr. Powers and Mr. Kesler’s ongoing work on the Company’s strategic portfolio review, the implementation of sales force sales tools for the cement division, and an upgraded capital program, process and system.budgeting process.
Mr. HaackGraass At the end of fiscal 2019, Mr. Powers reviewed Mr. Haack’s performance, finding that2022, Mr. Haack had achieved his goals duringreviewed the fiscal year.performance of Mr. Graass. Based in part on this review, the Compensation Committee determined that Mr. HaackGraass had substantially met his goals and awarded Mr. Haack 93%Graass 95% of his incentive bonus potential, approving an annual incentive bonus for Mr. HaackGraass under the Eagle Annual Incentive Program of $726,823. In making this determination, the Compensation Committee used its judgment to 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 amount of $100,000. In making this award to Mr. Haack, the Compensation Committee took into consideration the recommendation of Mr. Powers and Mr. Haack’s leadership on upgraded 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 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.$1,084,814. In making this determination, the Compensation Committee used its judgment to 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. PowersHaack regarding the performance of Mr. Stewart’s performance,Graass, 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 toGraass’s work on the Company’s ESG initiatives.special actions during the COVID-19 pandemic, continued streamlining of the Company’s policies and procedures and oversight of the Company’s process for negotiating and entering into material contracts.
Mr. MetcalfWentzel At the end of fiscal 2019,2022, Mr. PowersHaack reviewed the performance of Mr. Metcalf, finding that Mr. Metcalf had achieved his goals during the fiscal year.Wentzel. Based in part on this review, the Compensation Committee determined that Mr. MetcalfWentzel had met his goals and awarded Mr. MetcalfWentzel 94% of his incentive bonus potential, approving an annual incentive bonus for Mr. MetcalfWentzel under the Eagle Materials Inc. American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 20192022 of $796,251.$672,047. In making this determination, the Compensation Committee used its judgment to 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. PowersHaack regarding the performance of Mr. Metcalf,Wentzel, and the following areas (among others) over the past fiscal year: Mr. Metcalf’s assuranceWentzel’s promotion of plant reserves expansion plans in place for all wallboard plants,a safety performance culture and his continuing work on talent managementsuccession planning, overseeing the engineering of modernization projects at the Company’s wallboard facilities, and development within American Gypsum, and his oversightcoordinating the introduction of the successful winding down of the Rio Grande business in Albuquerque.a new shaft wall product. Long-Term Incentive Compensation Consistent with the Compensation Committee’s philosophy of linking compensation to our performance, a significant portion of our long-term incentive compensation program for fiscal 20192022 has been structured to tie the ability to earn equity awards to the achievement by the Company of specific performance levels. To enhance retention of key employees, once earned, the performance awards contain a further time-vesting component. Also, a portion of our long-term compensation program has been structured as purely time-vesting, which the Compensation Committee believes, based on the input of L&A, isin-line with the practice of our peers. A more detailed description of the fiscal 20192022 awards is found below. Burn Rate The Compensation Committee has been a good steward of the equity available to it for award under our Incentive Plan. Our three-year average burn rate (a measure of historical dilution) is well below our industry norms. The Company’s three-year average burn rate (which is based on the number of awards granted—or, in the case of performance awards, awards earned—in each fiscal year, divided by the weighted-average common shares outstanding for such fiscal year) is 0.94%0.99%. The 20192022 benchmark for our industry published by ISS is 2.72%3.64%. Grant Practice All of the Named Executive Officers participate in our long-term incentive compensation program. In fiscal 2019,2022, 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 20192022 Grants In structuring the long-term incentive program for fiscal 2019,2022, the Compensation Committee worked with our CEO, Mr. Powers,Haack 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 a percentage of our stockholders’ equity, a performance metric that our stockholders have told us they find meaningful and that the Committee views as a measure of the Company’s prudent deployment of capital. Target award amounts were allocated equally between performance-vesting and time-vesting awards, withone-half of each type beingand the Committee allocated tosuch awards between restricted stock andone-half to stock options; provided, thatoptions based in part on the Committee could take into considerationstated preference of the recipient’s age and proximity to retirement in allocating some awards 100% to restricted stock.recipient. With respect to performance-based equity awards, the Committee determined a target award value that would be received upon the achievement of a strong ROE, with up to 120% of the target value received if exceptional ROE were achieved and 80% of the target value received if acceptable ROE were achieved. None of the performance-based equity awards would be earned if the return on equity were below this acceptable level. Both performance-based and time-vesting equity awards would vest over a four-year period to enhance the retention of these key employees. Effective May 17, 2018,19, 2021, the Compensation Committee approved equity awards under the Incentive Plan to a group of key employees, including the Named Executive Officers, in alignment with the above structure. As part of the compensation study delivered to the Compensation Committee in May 2018,2021, L&A had provided information regarding long-term compensation as well as total direct compensation paid to the compensation peer group. In determining the value of the equity to be granted, the Compensation Committee took into consideration the L&A Eagle Materials Inc. * 2022 PROXY STATEMENT 28
compensation study, the input of Mr. Powers,Haack, the Compensation Committee’s assessment of the executive’s importance and contribution to the organization, and the executive’s level of responsibility. The target grant date fair value was allocated 50% to performance-based equity (with a Company ROE financial metric) and 50% to time-vesting equity. In general, recipients of equity awards had their target grant date fair value allocated half tobetween restricted stock and half to stock options; however, given their age and proximity to retirement, some recipients (including Messrs. Powers, Stewart and Metcalf) had their entire award allocated to restricted stock.options as determined by the Compensation Committee after taking into consideration the stated preference of the recipient. The following table shows the stock options and restricted stock granted to each of the Company’s Named Executive Officers effective May 17, 2018:19, 2021: | | | | | | | | | | | | | | | | | Name | | | | Number of
Performance
Vesting
Stock Options | | | | Shares of
Performance
Vesting
Restricted Stock | | | | Number of
Time Vesting
Stock Options | | | | Shares of
Time Vesting
Restricted
Stock | David B. Powers | | | | - | | | | 19,767 | | | | - | | | | 16,473 | D. Craig Kesler | | | | 7,937 | | | | 2,542 | | | | 6,614 | | | | 2,118 | Michael Haack | | | | 9,701 | | | | 3,107 | | | | 8,084 | | | | 2,589 | Robert S. Stewart | | | | - | | | | 5,083 | | | | - | | | | 4,236 | Keith W. Metcalf | | | | - | | | | 4,236 | | | | - | | | | 3,530 |
Name | | Number of Performance Vesting Stock Options | | | Shares of Performance Vesting Restricted Stock | | | Number of Time Vesting Stock Options | | | Shares of Time Vesting Restricted Stock | | Michael Haack | | | — | | | | 17,236 | | | | — | | | | 14,363 | | D. Craig Kesler | | | — | | | | 4,309 | | | | — | | | | 3,591 | | Robert S. Stewart | | | — | | | | 3,878 | | | | — | | | | 3,232 | | James H. Graass | | | — | | | | 3,448 | | | | — | | | | 2,873 | | Steven L. Wentzel | | | — | | | | 2,586 | | | | — | | | | 2,155 | |
The Committee believes that the structure of the fiscal 20192022 long-term compensation program is consistent with the Compensation Committee’s philosophy of linking compensation to our performance. Performance-Based Equity Awards These awards are comprised of shares of restricted stock and stock options which are earned based upon the achievement by the Company of a certain level of average ROE for the fiscal year ended March 31, 2019,2022, with 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 10.0% (with the exact percentage of shares earned being calculated based on straight-line interpolation between the points specified above with fractional points rounded to the nearest tenth of a percent). If the Company achieved ana ROE measure of less than 10.0%, then none of the performance-based equity awards would be earned. The earned performance-based equity was to become fully vestedone-fourth promptly after the certification date andone-fourth on March 31 for each of the following three years (in each case assuming continued service through such dates). The terms and conditions of the performance-based equity are substantially the same as prior performance-based awards, except that the performance criterion is as described above. Any performance-based equity that was not earned at the end of fiscal 20192022 was to be forfeited. In accordance with the terms of the Incentive Plan, the exercise price of the stock options is the closing price of the Company’s Common Stock on the date of grant, May 17, 201819, 2021 ($106.24)139.25). In May 2019,2022, the Compensation Committee certified that the Company’s 16.9%20.0% average ROE for the fiscal year ended March 31, 20192022 satisfied the Company’s performance goal such that 89.7%100% of the performance-based equity granted (or 107.6%120% of the target number of shares/options) was earned. In calculating the average ROE, in accordance with the award agreement, the Committee excluded the impact of certain extraordinary items not related to operating performance, namelyincluding downward adjustment from thenon-cash impairment gain from the sale of various assets in our oil and gas proppants segment.non-core businesses. Time-Vesting Equity Awards These awards are comprised of shares of restricted stock and stock options which vest ratably over four years on March 31, 2019;2022; March 31, 2020;2023; March 31, 2021;2024; and March 31, 20222025 (in each case assuming continued service through such dates). The Compensation Committee believes that including time-vesting equity as part of long-term compensation is consistent with competitive pay practices, preserves the Company’s philosophy that a significant portion of an executive’s pay should be at risk, enhances the retention of key employees, while at the same time creating a strong incentive for management to operate the business in a manner that creates additional value for stockholders. The terms and conditions of the time-vesting equity are substantially the same as prior time-vesting awards. As in the case of prior equity awards, the time-vesting equity will also vest upon a change in control of the Company. See “Change in Control Benefits” below. In accordance with the terms of the Incentive Plan, the exercise price of the stock options is the closing price of the Company’s Common Stock on the date of grant, May 17, 201819, 2021 ($106.24)139.25). Other Elements of Executive Compensation Retirement Plan Prior to January 1, 2019, we maintained two qualified defined contribution plans under sections 401(a) and 401(k) of the Internal Revenue Code of 1986 (the “Code”): our Profit Sharing and Retirement Plan, which we refer to as our “PSRP,” covering substantially all salaried employees of the Company and our subsidiaries, including our Named Executive Officers; and our Hourly Profit Sharing Plan, which we refer to as our “Hourly Plan,” covering substantially all hourly employees of the Company and our subsidiaries.
Effective January 1, 2019, our PSRP was merged into our Hourly Plan and in connection with the plan merger our Hourly Plan was renamed our Retirement Plan. As a result, after December 31,
2018, ourOur Named Executive Officers, along with substantially all salaried and hourly employees of the Company and our subsidiaries are covered under our Retirement Plan, (formerly our Hourly Plan). As a result, in fiscal 2019 our Named Executive Officers were coveredqualified defined contribution plan under our PSRP prior to January 1, 2019sections 401(a) and our Retirement Plan after December 31, 2018. For purposes401(k) of the description below, unless expressly provided otherwise, references to our “Retirement Plan” include our PSPR.Internal Revenue Code of 1986 (the “Code”).
Salaried participants, including our Named Executive Officers, covered under our Retirement Plan may elect to makepre-tax contributions and/or, after December 31, 2018,after-tax Roth 401(k) contributions of up to 70% of their base salary subject to the limit under Code Section 402(g) ($18,50019,500 for calendar year 20182021 and $19,000 Eagle Materials Inc. * 2022 PROXY STATEMENT 29
$20,500 for calendar year 2019)2022), employeeafter-tax contributions of up to 10% of base salary and, if the participant is at least age 50,“catch-up pre-tax “catch-up contributions” up to the statutory limit under Code Section 414(v) (currently $6,000)($6,500 for calendar year 2021 and 2022). In addition, our Retirement Plan provides for a discretionary employer profit sharing contribution for our salaried employees, including our Named Executive Officers, that is a percentage of base salary for the year. Participants are fully vested to the extent of theirpre-tax,after-tax Roth 401(k), andafter-tax contributions. Prior to January 1, 2019,Through December 31, 2018, our salaried participants become vested in the employer profit sharing contribution over asix-year period (i.e., 20% per year beginning with the second year of service); after December 31, 2018,beginning January 1, 2019, our salaried participants become vested in the employer profit sharing contribution over a four-year-period (i.e., 25% per year beginning with the first year of service). All of the Named Executive Officers have been employed by the Company or our affiliates long enough to be fully vested. Participants are entitled to direct the investment of contributions made to the Retirement Plan on their behalf in various investment funds, including up to 15% in an Eagle Common Stock fund. Such amounts are payable uponUpon a participant’s termination of employment, disability or death, such amounts may remain in the Company plan or they are payable in the form of a lump sum, installments or direct rollover to an eligible retirement plan, as elected by the participant. At the participant’s election, amounts invested in the Common Stock fund are distributable in shares of our Common Stock. Employer profit sharing contributions made to the Retirement Plan on behalf of our Named Executive Officers in fiscal 20192022 are reflected under the “All Other Compensation” column in the Summary Compensation Table located on page 3734 of this proxy statement. A list of the investment funds provided under the Retirement Plan is provided in the footnotes to the Nonqualified Deferred Compensation Table located on page 4540 of this proxy statement. SERP In fiscal 1995, the Board approved our Supplemental Executive Retirement Program, which we will refer to as our “SERP,” for certain employees participating in the Retirement Plan. Internal Revenue Code Section 401(a)(17) limits the amount of annual compensation (currently $270,000)($290,000 for calendar year 2021 and $305,000 for calendar year 2022) that may be considered in determining our contribution to the Retirement Plan for the account of an eligible participant. The SERP was established to eliminate the adverse treatment that higher-salaried employees receive as a result of such limit by making a contribution for each participant in an amount substantially equal to the additional employer profit sharing contribution that he or she would have received under the Retirement Plan had 100% of his or her base salary been eligible for a profit sharingprofit-sharing contribution. As in the case of the Retirement Plan, annual incentive bonuses paid to participants are not included when determining the amount of contributions to the SERP. The Compensation Committee believes that the SERP therefore allows us to confer the full intended benefit of the employer profit sharing contribution under the Retirement Plan without the arbitrary limitation of the Internal Revenue Code rules noted above. Contributions accrued under the SERP for the benefit of the higher-salaried employees vest under the same terms and conditions as under the Retirement Plan and may be invested by the participant in several of the same investment options as offered under the Retirement Plan. Benefits under the SERP are payable upon the participant’s termination of employment in a lump sum or installments as elected by the participant in accordance with the terms of the SERP. As with the Retirement Plan, all of the Named Executive Officers have been employed by the Company or our affiliates long enough to be fully vested. Employer contributions under the SERP to our Named Executive Officers in fiscal 20192022 are reflected under the “All Other Compensation” column in the Summary Compensation Table located on page 3734 of this proxy statement. A list of the investment funds provided under the Retirement Plan is provided in the footnotes to the Nonqualified Deferred Compensation Table located on page 4540 of this proxy statement. Salary Continuation Plan The Named Executive Officers, along with other officers and key employees, are participants in our Salary Continuation Plan, which we refer to as the “SCP.” Under this plan, in the event of the death of a participating employee, we will pay such employee’s beneficiaries one full year of base salary in the first year following death and 50% of base salary each year thereafter until the date such employee would have reached normal Social Security retirement age, subject to a maximum amount of $1.5 million. Payments are made to the employee’s beneficiary on a semi-monthly basis. The purpose of the plan is to provide some financial security for the families of the participating employees, which assists the Company in attracting and retaining key employees. Benefit amounts under the plan are intended to provide a basic level of support for beneficiaries. To cover these potential obligations, we pay the premiums on life insurance policies covering the life of each participating employee. Such policies are owned by the Company and proceeds from such policies would be initially paid to the Company. Premiums paid on policies covering our Named Executive Officers in fiscal 20192022 are reflected under the “All Other Compensation” column in the Summary Compensation Table located on page 3734 of this proxy statement. Amounts potentially payable to the beneficiaries of our Named Executive Officers pursuant to the SCP are described in “Potential Payments Upon Termination or Change in Control” beginning on page 4641 of this proxy statement. Change in Control Benefits During fiscal 2019,2022, in order to better ensure the retention of our employees in the event of a potentially disruptive corporate transaction, we provided our employees, including our Named Executive Officers, with certain change-in-control protections. We believe that such protections, which are consistent with the practices of our peer companies, are in the best interest of our Eagle Materials Inc. * 2022 PROXY STATEMENT change-in-control30 protections.
stockholders because they enable our executive leadership team to fully focus on the benefits of a corporate transaction for stockholders, rather than the potential adverse consequences of the transaction on their careers. Change in Control Continuity Agreements To better ensure the retention of our executive leadership team in the event of a potentially disruptive corporate transaction, the Board has approved change in control continuity agreements with Messrs. Haack, Kesler, Stewart and Graass. The change in control continuity agreements provide that, in the event of a change in control during the term, a two-year protection period will commence during which the relevant executive will be entitled to compensation and benefits on terms that are generally no less favorable than those that applied prior to the change in control. We believe that such protections, which are consistent with the practices of our peer companies, are in the best interest of our stockholders because they enable our executive leadership team to fully focus on the benefits of a corporate transaction for stockholders, rather than the potential adverse consequences of the transaction on their careers.careers and compensation. In the event of the executive’s involuntary termination of employment without cause or resignation for good reason during the two-year protection period, subject to the execution of a release of claims, he would be entitled to (a) cash severance equal to the product of (i) a severance multiple of 3 (for Mr. Haack), 2.5 (for Mr. Kesler) or 2 (for Messrs. Stewart and Graass), multiplied by (ii) the sum of his annual base salary and target annual bonus; (b) a prorated annual bonus for the year of termination; (c) a payment in lieu of employer retirement savings plan contributions that he would have received had his employment continued for 18 months (for Mr. Haack), 15 months (for Mr. Kesler) or 12 months (for Messrs. Stewart and Graass) post-termination; (d) a payment equal to the premium for continued participation in health insurance plans for 18 months (for Mr. Haack), 15 months (for Mr. Kesler) or 12 months (for Messrs. Stewart and Graass) post-termination; and (e) outplacement benefits of up to $30,000. The change in control continuity agreements subject the executives to a perpetual confidentiality covenant and noncompetition covenants for 18 months (for Mr. Haack), 15 months (for Mr. Kesler) or 12 months (for Messrs. Stewart and Graass) post-termination. If any payments or benefits under the change in control continuity agreements would be subject to Sections 280G and 4999 of the Internal Revenue Code, such payments or benefits would be reduced to the extent that such reduction would place the executive in a better after-tax position. The initial term of the change in control continuity agreements is three years from the effective date of June 20, 2019, subject to automatic renewal for an additional year on each anniversary of the effective date. All of our change in control continuity agreements have a “double-trigger” termination right (requiring both a change in control and a qualifying termination of employment in order to receive the change in control severance payments), and they do not include the long-term incentive values in the severance calculation or have tax gross-ups. Under our change in control continuity agreements a “change in control” is defined generally as (i) the acquisition by any person or entity of 35% or more of our outstanding Common Stock or the voting power of outstanding securities entitled to vote in the election of directors; (ii) a change in the composition of our Board such that the current members of the Board cease to constitute a majority of the Board; (iii) the consummation of a merger, asset disposition, share exchange or similar transaction, unless (1) more than 50% of the stock following such transaction is owned by persons or entities who were stockholders of the Company prior to such transaction, (2) following such transaction, no person or entity owns 35% or more of the common stock of the entity resulting from such transaction, and (3) at least a majority of the members of the resulting corporation’s board of directors were members of our Board; or (iv) our stockholders approve a complete liquidation or dissolution of the Company See “Potential Payments Upon Termination or Change in Control” beginning on page 41 of this proxy statement. Equity Awards Awards granted in fiscal 20192022 under our Incentive Plan are subject to accelerated vesting upon the occurrence of a “change in control” as defined in the applicable award agreement if they are not assumed or replaced with equivalent awards in connection with such change in control. Under the award agreements or incentive program documents, a “change in control” is defined as generally as: (i) the acquisition by any person or entity of 50% or more of the outstanding shares of any single class of our Common Stock or 40% or more of outstanding shares of all classes of our Common Stock; (ii) a change in the composition of our Board such that the current members of the Board cease to constitute a majority of the Board; or (iii) the consummation of a merger, dissolution, asset disposition, consolidation or share exchange, unless (1)(a) more than 50% of the stock following such transaction is owned by persons or entities who were stockholders of the Company prior to such transaction, (2)(b) following such transaction, no person or entity owns 40% or more of the common stock of the corporation resulting from such transaction, and (3)(c) at least a majority of the members of the resulting corporation’s board of directors were members of our Board. If a change in control occurs, any unvested outstanding stock options, restricted stock, restricted stock units would generally become immediately fully vested, and, in the case of stock options, exercisable or, in the case of restricted stock or RSUs, payable, unless the transaction resulting in the change in control provides that the award is to be replaced with an award of equivalent shares of the surviving parent corporation. See “Potential Payments Upon Termination or Change in Control” beginning on page 4641 of this proxy statement. We believe the provision of these change in control benefits is generally consistent with market practice among our peers, is a Eagle Materials Inc. * 2022 PROXY STATEMENT 31
valuable executive talent retention incentive and is consistent with the objectives of our overall executive compensation program. No Discriminatory Perquisites, Post-retirement Welfare Or TaxGross-Ups The Company does not provide discriminatory perquisites or post-retirement welfare benefits to the Named Executive Officers. During employment, the Named Executive Officers participate in the broad-based employee health insurance plans available to employees of the Company generally. Further, the Company does not provide forgross-ups of excise taxes under Section 4999 of the Code to any of the Named Executive Officers.
Other Compensation Policies and Practices Stock Ownership Guidelines In order to align the interests of the Named Executive Officers with our stockholders, and to promote a long-term focus for the officers, the Board of Directors has adopted executive stock ownership guidelines for the officers of the Company and our subsidiaries.Company’s executive officers. The guidelinesownership goal for theeach Named Executive Officers areOfficer is expressed as a dollar amount equal to a multiple of base salary as set forth below (with actual ownership reflected assalary. The CEO’s goal is higher than the other executive officers (as detailed below). Name | | Multiple of Salary Ownership Guidelines | Michael R. Haack | | 5X | D. Craig Kesler | | 3X | Robert S. Stewart | | 3X | James H. Graass | | 3X | Steven L. Wentzel | | 3X |
The goal is met when the officer’s current share value meets or exceeds the goal. The current share value is calculated in one of three ways: (i) the sum of the recordgrant date forfair value of current shares held by the annual meeting):officer; (ii) the current shares valued at the current market price; or (iii) the current shares valued at an average stock price (the average of the prior three management equity incentive grant prices). Until an officer has achieved the goal, he or she is required to retain all net shares received from the Company. | | | | | | | | | | | | | Name | | | | Multiple of
Salary
Ownership
Guidelines | | | | Number of Shares
of Common Stock (1) | | | | Actual
Ownership (2) | David B. Powers | | | | 5X | | | | 56,500 | | | | 127,716 | D. Craig Kesler | | | | 3X | | | | 26,900 | | | | 64,444 | Michael Haack | | | | 3X | | | | 18,800 | | | | 32,914 | Robert S. Stewart | | | | 3X | | | | 37,600 | | | | 41,561 | Keith W. Metcalf | | | | 3X | | | | 15,700 | | | | 51,096 |
Once an officer has achieved the goal, he or she may sell shares of Common Stock to the extent the value of post-sale share holdings (valued at the greater of current price and average price) exceeds the goal. | (1) | Our stock ownership guidelines for executives are expressed as a number of shares of our Common Stock. The number of shares is determined by multiplying the executive’s annual base salary on the date the executive becomes subject to the stock ownership guidelines by the applicable multiple and then dividing the product by the closing price of our Common Stock on the NYSE on the date the executive becomes subject to the policy. The amount is then rounded to the nearest 100 shares.
|
| (2) | Types of ownership counted toward the guidelinesTypes of ownership counted toward the goal include the following:
|
Shares represented by earned restricted stock or RSUs; Stock holdings in our Retirement Plan; and Indirect holdings, such as shares owned by a family member residing in the same household; andhousehold. Shares represented by restricted stock.
Once established, a participant’sThe Compensation Committee reviews compliance with the ownership requirement generally does not change as a result of changes in his or her compensation or fluctuations in the price of our Common Stock but could change in the event of a promotion.guidelines on an annual basis. Newly elected officers have five years to meet the applicable ownership requirement. Compliance withAs of the ownership guidelines is reviewed annually byrecord date for the Compensation Committee. Based on the current holdings of the2022 annual meeting, all Named Executive Officers allare in compliance with the guidelines.
Recoupment (Clawback) Policy We have adopted a recoupment (clawback) policy. We can recoup incentive-based compensation from executive officers if there is an accounting restatement of our financial statements due to the material noncompliance of the Named Executive Officers have already achieved their stock ownership goal.Company with any financial reporting requirement under the securities laws. The policy applies to compensation received by any current or former executive officer during the three-year period preceding the restatement. No Hedging Under our insider trading policy, all of our directors and employees and executives(including our Named Executive Officers) are prohibited from speculating in our securities or engaging in transactions designed to hedge their ownership interests. Consideration of the Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code generally disallows a tax deduction for public corporations for compensation over $1,000,000 paid in any fiscal year to the corporation’s chief executive officer and certain other executive officers. However, historically,Historically, Section 162(m) exempted performance-based compensation from the deduction limit if certain requirements were met. Themet; however, legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 or the 2017 Tax Act, made significant changes to Section 162(m) of the Code. The 2017 Tax Act expanded the executives potentially affected by the deduction limitation and repealedeliminated the “performance-based compensation” exemption to Section 162(m), subject to a transition rule for performance-based compensation paid after 2017 under certain existing compensation arrangements covered by binding contractual arrangements.
Despite the change in effect on November 2, 2017 that are not materially modified. Beginning with the 2018 calendar year, the $1 million annual deduction limitation under Section 162(m) applies to compensation paid to any individual who serves as the chief executive officer, chief financial officer or qualifies as one of the other three most highly compensated executive officers in 2017 or any later calendar year.
The Company is continuing to evaluate the impact of the 2017 Tax Act on its compensation programs. The Company’s general intention is to maximize the tax deductibility of its compensation programs. However,law, the Compensation Committee intends to exercise its business judgmentcontinue to developimplement compensation programs that it believes are competitive and in the best serve the interests of the Company and its stockholders, whichstockholders. Accordingly, the Committee may include paying compensationapprove compensatory arrangements that is not fully deductible due to Section 162(m). The Compensation Committee uses itsprovide for non-deductible payments or benefits when it determines that such arrangements are consistent with the Company's business judgmentneeds and in establishing compensation policies to attract and retain qualified executives to managethe best interest of the Company and to reward such executives for outstanding performance, while taking into consideration the financial impact of such actions on the Company, including the deductibility of compensation paid to our executives. Moreover, the Compensation Committee believes that the lost deduction on compensation payable in excess of the $1 million limitation for our Named Executive Officers is not material relative to the benefit of being able to attract and retain talented management.its stockholders.
Compensation Risk Although a significant portion of potential compensation to our executive officers is performance-based, we do not believe that our compensation policies, principles, objectives and practices are structured to promote inappropriate risk taking by our executives. We believe that the focus of our overall compensation program encourages management to take a balanced approach that focuses on increasing and sustaining our profitability. See “Board Leadership Structure and Role in Risk Oversight — Risk Assessment in Compensation Programs” above.on page 15 of this proxy statement.
Summary Compensation Table The following table summarizes all fiscal 2017, 20182020, 2021 and 20192022 compensation earned by or paid to our Named Executive Officers, who consist of our Chief Executive Officer, our Chief Financial Officer and the three most highly compensated executive officers (other than the Chief Executive Officer and Chief Financial Officer) who were serving as executive officers at fiscal year-endyear-end.. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | | | Fiscal
Year
Ended
March
31, | | | | | Salary(1)
($) | | | | | | Bonus(2)
($) | | | | | | Stock
Awards(3)
($) | | | | | | Option
Awards(4)
($) | | | | | | Non-Equity
Incentive Plan
Compensa-tion(5)
($) | | | | | | All Other
Compen-
sation(6)
($) | | | | | | Total
($) | | | | | | | | | | | | | | | | | | | | | | David B. Powers | | | | 2019 | | | | | | | $ 920,000 | | | | | | | | – | | | | | | | | $ 3,500,000 | | | | | | | | – | | | | | | | | $1,026,104 | | | | | | | | $ 90,910 | | | | | | | | $ 5,537,014 | | | | Chief Executive | | | | 2018 | | | | | | | 850,000 | | | | | | | | – | | | | | | | | 3,250,000 | | | | | | | | – | | | | | | | | 1,117,647 | | | | | | | | 101,190 | | | | | | | | 5,318,837 | | | | Officer | | | | 2017 | | | | | | | 800,000 | | | | | | | | $100,000 | | | | | | | | 2,500,000 | | | | | | | | – | | | | | | | | 1,044,312 | | | | | | | | 70,786 | | | | | | | | 4,515,098 | | | | | | | | | | | | | | | | | | | | | | D. Craig Kesler | | | | 2019 | | | | | | | 460,000 | | | | | | | | 50,000 | | | | | | | | 450,000 | | | | | | | | $ 450,000 | | | | | | | | 675,518 | | | | | | | | 51,284 | | | | | | | | 2,136,802 | | | | Executive Vice | | | | 2018 | | | | | | | 434,000 | | | | | | | | – | | | | | | | | 400,000 | | | | | | | | 400,000 | | | | | | | | 758,659 | | | | | | | | 57,503 | | | | | | | | 2,050,162 | | | | | | | | | | | | | | | | | | | | | | President – Finance and Administration& CFO | | | | 2017 | | | | | | | 420,000 | | | | | | | | 100,000 | | | | | | | | 350,000 | | | | | | | | 350,000 | | | | | | | | 701,536 | | | | | | | | 47,464 | | | | | | | | 1,969,000 | | | | | | | | | | | | | | | | | | | | | | Michael Haack | | | | 2019 | | | | | | | 575,000 | | | | | | | | 100,000 | | | | | | | | 550,000 | | | | | | | | 550,000 | | | | | | | | 726,823 | | | | | | | | 62,214 | | | | | | | | 2,564,037 | | | | President and Chief | | | | 2018 | | | | | | | 546,000 | | | | | | | | – | | | | | | | | 475,000 | | | | | | | | 475,000 | | | | | | | | 799,871 | | | | | | | | 70,475 | | | | | | | | 2,366,346 | | | | Operating Officer | | | | 2017 | | | | | | | 530,500 | | | | | | | | – | | | | | | | | 450,000 | | | | | | | | 450,000 | | | | | | | | 732,172 | | | | | | | | 57,937 | | | | | | | | 2,220,609 | | | | | | | | | | | | | | | | | | | | | | Robert S. Stewart | | | | 2019 | | | | | | | 455,000 | | | | | | | | – | | | | | | | | 900,000 | | | | | | | | – | | | | | | | | 675,518 | | | | | | | | 46,162 | | | | | | | | 2,076,680 | | | | Executive Vice | | | | 2018 | | | | | | | 434,000 | | | | | | | | – | | | | | | | | 800,000 | | | | | | | | – | | | | | | | | 758,659 | | | | | | | | 53,292 | | | | | | | | 2,045,951 | | | | President – Strategy, Corporate Development and Communications | | | | 2017 | | | | | | | 420,500 | | | | | | | | 100,000 | | | | | | | | 700,000 | | | | | | | | – | | | | | | | | 701,536 | | | | | | | | 43,717 | | | | | | | | 1,965,953 | | | | | | | | | | | | | | | | | | | | | | Keith W. Metcalf(7) | | | | 2019 | | | | | | | 393,000 | | | | | | | | – | | | | | | | | 750,000 | | | | | | | | – | | | | | | | | 796,251 | | | | | | | | 42,049 | | | | | | | | 1,981,300 | | | | President, American Gypsum Company LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position | | Fiscal Year Ended March 31, | | Salary(1) ($) | | | Bonus(2) ($) | | | Stock Awards(3) ($) | | | Option Awards(4) ($) | | | Non-Equity Incentive Plan Compensation(5) ($) | | | All Other Compensation(6) ($) | | | Total ($) | | Michael R. Haack | | 2022 | | $ | 900,000 | | | | — | | | $ | 4,000,000 | | | | — | | | $ | 1,641,881 | | | $ | 93,869 | | | $ | 6,635,750 | | President and Chief | | 2021 | | | 824,000 | | | | — | | | | 1,750,000 | | | $ | 1,750,000 | | | | 1,350,000 | | | | 87,074 | | | | 5,761,074 | | Executive Officer | | 2020 | | | 800,000 | | | $ | 275,000 | | | | 1,450,000 | | | | 1,450,000 | | | | 969,029 | | | | 80,046 | | | | 5,024,075 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | D. Craig Kesler | | 2022 | | | 500,035 | | | | — | | | | 1,000,000 | | | | — | | | | 1,260,730 | | | | 55,938 | | | | 2,816,703 | | Executive Vice | | 2021 | | | 500,035 | | | | — | | | | 500,000 | | | | 500,000 | | | | 1,036,352 | | | | 54,902 | | | | 2,591,289 | | President – Finance and | | 2020 | | | 485,000 | | | | 206,000 | | | | 500,000 | | | | 500,000 | | | | 793,681 | | | | 53,678 | | | | 2,538,359 | | Administration & CFO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert S. Stewart | | 2022 | | | 480,420 | | | | — | | | | 900,000 | | | | — | | | | 1,084,814 | | | | 48,702 | | | | 2,513,936 | | Executive Vice | | 2021 | | | 480,420 | | | | — | | | | 900,000 | | | | — | | | | 891,744 | | | | 47,807 | | | | 2,319,971 | | President – Strategy, | | 2020 | | | 471,000 | | | | 75,000 | | | | 900,000 | | | | — | | | | 675,821 | | | | 47,229 | | | | 2,169,050 | | Corporate Development and Communications | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | James H. Graass | | 2022 | | | 451,000 | | | | — | | | | 800,000 | | | | — | | | | 1,084,814 | | | | 47,693 | | | | 2,383,507 | | Executive Vice President | | 2021 | | | 451,000 | | | | — | | | | 800,000 | | | | — | | | | 891,744 | | | | 47,087 | | | | 2,189,831 | | General Counsel and | | 2020 | | | 440,000 | | | | 125,000 | | | | 800,000 | | | | — | | | | 675,821 | | | | 46,836 | | | | 2,087,657 | | Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Steven L. Wentzel (7) | | 2022 | | | 339,900 | | | | — | | | | 600,000 | | | | — | | | | 672,047 | | | | 36,862 | | | | 1,648,809 | | President - American | | 2021 | | | 330,000 | | | | — | | | | 600,000 | | | | — | | | | 606,038 | | | | 34,125 | | | | 1,570,163 | | Gypsum Company LLC | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | Includes amounts deferred on apre-tax orafter-tax basis at the election of the executive under our Retirement Plan, which is described in greater detail under “Retirement Plan” on page 3230 of this proxy statement. |
(2) | The amounts in this column represent payments to the Named Executive Officer under the Company’s Special Situation Program for the applicable fiscal year. |
(3) | The amounts in this column reflect the value of restricted stock awards made to the Named Executive Officer in each of the fiscal years presented and are consistent with the grant date fair value of the award computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to (a) footnote (I)(L) to the Company’s audited financial statements for the fiscal year ended March 31, 20192022 included in the Fiscal 20192022 Form10-K; (b) footnote (J)(L) to the Company’s audited financial statements for the fiscal year ended March 31, 20182021 included in the Company’s Annual Report onFiscal 2021 Form10-K, filed with the SEC on May 23, 2018, or “Fiscal 2018 Form10-K”; 10-K; and |
| (c) footnote (J)(L) to the Company’s audited financial statements for the fiscal year ended March 31, 20172020 included in the Company’s Annual Report on Form10-K, filed with the SEC on May 24, 2017,22, 2020, or “Fiscal 20172020 Form10-K.” The amounts in this column assume achievement of less than the highest level of performance conditions, and the following reflects the amounts for this award assuming the highest level of performance conditions (i.e., the maximum amounts payable): Fiscal 2019:2022: Mr. PowersHaack - $3,850,000;$4,400,000; Mr. Kesler - $495,000;$1,100,000; Mr. Stewart - $990,000; Mr. Graass - $880,000; and Mr. Wentzel - $660,000. Fiscal 2021: Mr. Haack - $605,000;$1,925,000; Mr. Kesler - $550,000; Mr. Stewart - $990,000; Mr. Graass - $880,000; and Mr. Wentzel - $660,000. Fiscal 2020: Mr. Haack - $1,595,000; Mr. Kesler - $550,000; Mr. Stewart - $990,000; and Mr. MetcalfGraass - $825,000. Fiscal 2018: Mr. Powers - $3,575,000; Mr. Kesler - $440,000; Mr. Haack - $522,500; and Mr. Stewart - $880,000. Fiscal 2017: Mr. Powers - $2,750,000; Mr. Kesler - $385,000; Mr. Haack - $495,000; and Mr. Stewart - $770,000. |
(4) | The amounts in this column reflect the value of option awards made to the Named Executive Officer in each of the fiscal years presented and are consistent with the grant date fair value of the award computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to (a) footnote (I)(L) to the Company’s audited financial statements for the fiscal year ended March 31, 20192022 included in the Fiscal 20192022 Form10-K; (b) footnote (J)(L) to the Company’s audited financial statements for the fiscal year ended March 31, 20182021 included in the Fiscal 20182021 Form10-K; and (c) footnote (J)(L) to the Company’s audited financial statements for the fiscal year ended March 31, 20172020 included in the Fiscal 20172020 Form10-K. |
| The amounts in this column assume achievement of less than the highest level of performance conditions, and the following reflects the amounts for this award assuming the highest level of performance conditions (i.e., the maximum amounts payable): Fiscal 2019:2021: Mr. Haack - $1,925,000; and Mr. Kesler - $495,000; and |
Eagle Materials Inc. * 2022 PROXY STATEMENT 33
| $550,000. Fiscal 2020: Mr. Haack - $605,000. Fiscal 2018:$1,595,000; and Mr. Kesler - $440,000; and Mr. Haack - $522,500. Fiscal 2017: Mr. Kesler - $385,000; and Mr. Haack - $495,000.$550,000. |
(5) | The amounts in this column represent payments to the Named Executive Officer under the applicable annual incentive compensation program for the applicable fiscal year. |
(6) | The amounts shown in this column represent: (1)(a) Company profit sharing contributions to the account of the Named Executive Officer under our Retirement Plan (the Retirement Plan is described in greater detail under “Retirement Plan” on page 3230 of this proxy statement); (2)(b) Company contributions to the account of the Named Executive Officer under our SERP (the SERP is described in greater detail under “SERP” on page 3331 of this proxy statement); (3)(c) premium costs to the Company of life insurance policies obtained by the Company in connection with our SCP (the SCP is described in greater detail under “Salary Continuation Plan” on page 3431 of this proxy statement); and (4)(d) wellness awards. The table below provides further details of the amounts reflected in the All Other Compensation column: |
Name | | Fiscal Year Ended March 31, | | Profit Sharing Plan Contribution ($) | | | SERP Contribution ($) | | | Insurance Premiums under Salary Continuation Plan ($) | | | Well-ness Award ($) | | | Total of All Other Compensation ($) | | Michael R. Haack | | 2022 | | $ | 29,000 | | | $ | 59,100 | | | $ | 5,274 | | | $ | 495 | | | $ | 93,869 | | | | 2021 | | | 28,500 | | | | 53,300 | | | | 5,274 | | | | - | | | | 87,074 | | | | 2020 | | | 28,000 | | | | 46,375 | | | | 5,274 | | | | 397 | | | | 80,046 | | | | | | | | | | | | | | | | | | | | | | | | | D. Craig Kesler | | 2022 | | | 29,000 | | | | 21,004 | | | | 5,274 | | | | 660 | | | | 55,938 | | | | 2021 | | | 28,500 | | | | 21,128 | | | | 5,274 | | | | - | | | | 54,902 | | | | 2020 | | | 28,000 | | | | 19,875 | | | | 5,274 | | | | 529 | | | | 53,678 | | | | | | | | | | | | | | | | | | | | | | | - | | Robert S. Stewart | | 2022 | | | 29,000 | | | | 19,042 | | | | - | | | | 660 | | | | 48,702 | | | | 2021 | | | 28,500 | | | | 19,307 | | | | - | | | | - | | | | 47,807 | | | | 2020 | | | 28,000 | | | | 18,700 | | | | - | | | | 529 | | | | 47,229 | | | | | | | | | | | | | | | | | | | | | | | | | James H. Graass | | 2022 | | | 29,000 | | | | 16,101 | | | | 2,262 | | | | 330 | | | | 47,693 | | | | 2021 | | | 28,500 | | | | 16,325 | | | | 2,262 | | | | - | | | | 47,087 | | | | 2020 | | | 28,000 | | | | 15,625 | | | | 2,716 | | | | 495 | | | | 46,836 | | | | | | | | | | | | | | | | | | | | | | | | | Steven L. Wentzel | | 2022 | | | 29,000 | | | | 4,743 | | | | 2,459 | | | | 660 | | | | 36,862 | | | | 2021 | | | 28,500 | | | | 3,075 | | | | 2,285 | | | | 265 | | | | 34,125 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Name | | | | Fiscal
Year
Ended
March
31, | | | | | | Profit
Sharing
Plan
Contri-
bution
($) | | | | | | SERP
Contri-
bution
($) | | | | | | Insurance
Premiums
under Salary
Continuation
Plan
($) | | | | | | Well-
ness
Award
($) | | | | | | Total of
All Other
Compen-
sation
($) | | | | | | David B. Powers | | | | | 2019 | | | | | | | $ | 27,500 | | | | | | | $ | 62,750 | | | | | | | | – | | | | | | | $ | 660 | | | | | | | $ | 90,910 | | | | | | | | | 2018 | | | | | | | | 32,400 | | | | | | | | 68,100 | | | | | | | | – | | | | | | | | 690 | | | | | | | | 101,190 | | | | | | | | | 2017 | | | | | | | | 26,500 | | | | | | | | 43,440 | | | | | | | | $ 156 | | | | | | | | 690 | | | | | | | | 70,786 | | | | D. Craig Kesler | | | | | 2019 | | | | | | | | 27,500 | | | | | | | | 17,850 | | | | | | | | 5,274 | | | | | | | | 660 | | | | | | | | 51,284 | | | | | | | | | 2018 | | | | | | | | 32,400 | | | | | | | | 19,260 | | | | | | | | 5,274 | | | | | | | | 569 | | | | | | | | 57,503 | | | | | | | | | 2017 | | | | | | | | 26,500 | | | | | | | | 15,000 | | | | | | | | 5,274 | | | | | | | | 690 | | | | | | | | 47,464 | | | | Michael Haack | | | | | 2019 | | | | | | | | 27,500 | | | | | | | | 29,275 | | | | | | | | 5,274 | | | | | | | | 165 | | | | | | | | 62,214 | | | | | | | | | 2018 | | | | | | | | 32,400 | | | | | | | | 32,663 | | | | | | | | 5,274 | | | | | | | | 138 | | | | | | | | 70,475 | | | | | | | | | 2017 | | | | | | | | 26,500 | | | | | | | | 26,163 | | | | | | | | 5,274 | | | | | | | | – | | | | | | | | 57,937 | |
| | | | | | | | | | | | | | | | | | | | | | | Name | | Fiscal
Year
Ended
March
31, | | Profit
Sharing
Plan
Contri-
bution
($) | | | SERP
Contri-
bution
($) | | | Insurance
Premiums
under Salary
Continuation
Plan
($) | | | Well-
ness
Award
($) | | | Total of
All Other
Compen-
sation
($) | | | | | | | | | Robert S. Stewart | | 2019 | | | 27,500 | | | | 17,475 | | | | 1,187 | | | | – | | | | 46,162 | | | | 2018 | | | 32,400 | | | | 19,275 | | | | 1,617 | | | | – | | | | 53,292 | | | | 2017 | | | 26,500 | | | | 15,235 | | | | 1,982 | | | | – | | | | 43,717 | | | | | | | | | Keith W. Metcalf | | 2019 | | | 27,500 | | | | 11,500 | | | | 3,049 | | | | 569 | | | | 42,049 | |
(7) | Mr. MetcalfWentzel was not a Named Executive Officer in fiscal year 2018 or 2017.2020. In accordance with SEC disclosure requirements, his compensation disclosure is provided only for the fiscal yearyears in which he served as a Named Executive Officer. |
Eagle Materials Inc. * 2022 PROXY STATEMENT 34
Grants of Plan-Based Awards The following table sets forth the grants of plan-based awards made during fiscal 20192022 to the Named Executive Officers. | | | | | | | | | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | | Estimated Future Payouts Under
Equity Incentive Plan Awards | | Exercise
or Base
Price of
Option
Awards
($/sh) | | | | | Grant Date
Fair Value
of Stock
and Option
Awards(1) | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Exercise or Base Price of Option | | | Grant Date Fair Value of Stock | | Name | | Grant
Date | | | | | Thresh-
old
($) | | | | Target
($) | | | Maxi-
mum
($) | | | | Thresh-
old
(#) | | | | Target
(#) | | | Maximum
(#) | | Grant Date | | Threshold ($) | | | Target ($) | | | Maximum ($) | | | Threshold (#) | | | Target (#) | | | Maximum (#) | | | Awards ($/sh) | | | and Option Awards(1) | | David B. Powers | | | 5/17/18 | | | | | – | | | | $ | 1,103,337 | (2) | | | | – | | | | – | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | – | | | | | | 16,473 | (3) | | | | | – | | | | | $ | 1,750,000 | | | Michael R. Haack | | | 5/17/21 | | | — | | | $ | 1,728,296 | | (2) | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | 16,473 | (4) | | | | | 19,767 | (4) | | | | | – | | | | | | 1,750,000 | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,363 | | (3) | | — | | | $ | 2,000,000 | | | | | | | | | | | | | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | 14,363 | | (4) | | 17,236 | | (4) | | — | | | | 2,000,000 | | D. Craig Kesler | | | 5/17/18 | | | | | – | | | | | 726,364 | (2) | | | | – | | | | – | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | 5/17/21 | | | — | | | | 1,327,084 | | (2) | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | – | | | | | | 2,118 | (3) | | | | | – | | | | | | 225,000 | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,591 | | (3) | | — | | | | 500,000 | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | 2,118 | (4) | | | | | 2,542 | (4) | | | | | – | | | | | | 225,000 | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | 3,591 | | (4) | | 4,309 | | (4) | | — | | | | 500,000 | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | – | | | | | | 6,614 | (5) | | | | $ | 106.24 | | | | | | 225,000 | | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | 6,614 | (6) | | | | | 7,937 | (6) | | | | | 106.24 | | | | | | 225,000 | | | | Michael Haack | | | 5/17/18 | | | | | – | | | | | 781,531 | (2) | | | | – | | | | – | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | – | | | | | | 2,589 | (3) | | | | | – | | | | | | 275,000 | | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | 2,589 | (4) | | | | | 3,107 | (4) | | | | | – | | | | | | 275,000 | | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | – | | | | | | 8,084 | (5) | | | | | 106.24 | | | | | | 275,000 | | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | 8,084 | (6) | | | | | 9,701 | (6) | | | | | 106.24 | | | | | | 275,000 | | | | Robert S. Stewart | | | 5/17/18 | | | | | – | | | | | 726,364 | (2) | | | | – | | | | – | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | 5/17/21 | | | — | | | | 1,141,910 | | (2) | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | – | | | | | | 4,236 | (3) | | | | | – | | | | | | 450,000 | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,232 | | (3) | | — | | | | 450,000 | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | 4,236 | (4) | | | | | 5,083 | (4) | | | | | – | | | | | | 450,000 | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | 3,232 | | (4) | | 3,878 | | (4) | | — | | | | 450,000 | | | Keith W. Metcalf | | | 5/17/18 | | | | | – | | | | | 847,076 | (2) | | | | – | | | | – | | | | | – | | | | | | – | | | | | | – | | | | | | – | | | James H. Graass | | | 5/17/21 | | | — | | | | 1,141,910 | | (2) | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | – | | | | | | 3,530 | (3) | | | | | – | | | | | | 375,000 | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,873 | | (3) | | — | | | | 400,000 | | | | | 5/17/18 | | | | | – | | | | | – | | | | | – | | | | – | | | | | 3,530 | (4) | | | | | 4,236 | (4) | | | | | – | | | | | | 375,000 | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | 2,873 | | (4) | | 3,448 | | (4) | | — | | | | 400,000 | | Steven L. Wentzel | | | 5/17/21 | | | — | | | | 714,944 | | (2) | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2,155 | | (3) | | — | | | | 300,000 | | | | | 5/19/21 | | | — | | | | — | | | | — | | | | — | | | | 2,155 | | (4) | | 2,586 | | (4) | | — | | | | 300,000 | |
(1) | The amounts included in this column reflect the grant date fair value of the award computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in footnote (I)(L) to the Company’s audited financial statements for the fiscal year ended March 31, 20192022 included in the Fiscal 20192022 Form10-K. |
(2) | These amounts represent the maximum annual incentive payments potentially payable to the Named Executive Officers pursuant to the Eagle Annual Incentive Program or the Divisional Annual Incentive Bonus Programs, as applicable, for fiscal 2022. There are no thresholds or maximums for these awards—they are merely a function of multiplying the pre-determined percentage by the operating earnings for the fiscal year; provided, however, our Incentive Plan does provide an absolute cap on cash that any employee may receive in any fiscal year 2019.under such programs ($5 million). The actual pay-outs to the Named Executive Officers were as follows: Mr. Haack - $1,641,881; Mr. Kesler - $1,260,730; Mr. Stewart - $1,084,814; Mr. Graass - $1,084,814; and Mr. Wentzel - $672,047. These incentive programs are described in greater detail under “Annual Incentive Bonus” beginning on page 26 of this proxy statement. |
There are no thresholds or maximums for these awards—they are merely a function of multiplying thepre-determined percentage by the operating earnings for the fiscal year; provided, however, our Incentive Plan does provide an absolute cap on cash that any employee may receive in any fiscal year under such programs ($5 million). The actualpay-outs to the Named Executive Officers were as follows: Mr. Powers – $1,026,104; Mr. Kesler – $675,518; Mr. Haack – $726,823; Mr. Stewart – $675,518; and Mr. Metcalf – $796,251. These incentive programs are described in greater detail under “Annual Incentive Bonus” beginning on page 26 of this proxy statement.
(3) | These amounts represent grants of time-vesting restricted stock made on May 17, 201819, 2021 under our Incentive Plan.One-fourth of the restricted stock vested on March 31, 2019,2022, and restrictions on the remaining restricted stock will lapse ratably on March 31 of 2020, 20212023, 2024 and 2022.2025. These restricted stock grants are described in greater detail under “Long-Term Incentive Compensation—Fiscal 20192022 Grants” beginning on page 3129 of this proxy statement. |
(4) | These amounts represent grants of performance-based restricted stock made on May 17, 201819, 2021 under our Incentive Plan. The vesting of the restricted stock was subject to performance vesting criteria. On May 13, 2019,6, 2022, the Compensation Committee determined that 89.7%100% of the maximum award (or 107.6%120% of the target award) had been earned. Any unearned restricted shares were forfeited.One-fourth of the earned restricted stock vested on May 16, 2019,17, 2022, and restrictions on the remaining earned restricted shares will lapse on March 31 of 2020, 20212023, 2024 and 2022.2025. These restricted stock grants are described in greater detail under “Long-Term Incentive Compensation—Fiscal 20192022 Grants” beginning on page 31 of this proxy statement. |
(5) | These amounts represent grants of time-vesting stock options to purchase shares of Common Stock made on May 17, 2018 under our Incentive Plan.One-fourth of the stock options vested on March 31, 2019, and the remaining stock options will vest ratably on March 31 of 2020, 2021 and 2022. These stock options are described in greater detail under “Long-Term Incentive Compensation—Fiscal 2019 Grants” beginning on page 3129 of this proxy statement.
|
(6) | These amounts represent grants of performance-based stock options to purchase shares of Common Stock made on May 17, 2018 under our Incentive Plan. The vesting of the stock options were subject to performance vesting criteria. On May 13, 2019, the Compensation Committee determined that 89.7% of the maximum award (or 107.6% of the target award) had been earned. Any unearned stock options were forfeited.One-fourth of the earned stock options vested on May 13, 2019, and the remaining earned stock options will vest ratably on March 31 of 2020, 2021 and 2022. These stock option grants are described in greater detail under “Long-Term Incentive Compensation—Fiscal 2019 Grants” beginning on page 31 of this proxy statement.
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Eagle Materials Inc. * 2022 PROXY STATEMENT 35
Outstanding Equity Awards at FiscalYear-End The following table summarizes stock-based compensation awards outstanding at the end of fiscal 20192022 for each of the Named Executive Officers. | | | Option Awards | | | Stock Awards | Name | | | Number of Securities Underlying Unexercised Options Exercisable (#) | | | Number of Securities Underlying Unexercised Options Unexercisable (#) | | | | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | | | Option Exercise Price ($) | | | Option Expiration Date | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | Michael R. Haack | | | | 8,162 | | | | — | | | | | — | | | $ | 100.88 | | | 05/18/2027 | | | | 2,090 | | (6) | | $ | 268,272 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,702 | | | | — | | | | | — | | | | 106.24 | | | 05/17/2028 | | | | 1,979 | | (7) | | | 254,024 | | | | | | | | | | Option Awards | | | | Stock Awards | | | | 8,084 | | | | — | | | | | — | | | | 106.24 | | | 05/17/2028 | | | | 8,719 | | (8) | | | 1,119,171 | | | | | | | Name | | | | Number of Securities
Underlying
Unexercised
Options
Exercisable (#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#) | | Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#) | | Option
Exercise
Price ($) | | Option
Expiration
Date | | | | Number
of Shares
or Units
of Stock
That Have Not
Vested (#) | | Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)(1) | | Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested (#) | | Equity
Incentive Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested ($)(1) | | | David B. Powers | | | | 7,681 | | | | – | | | | – | | | $ | 67.21 | | | 08/12/2023 | | | | | | 986 | (2) | | $ | 83,120 | | | 19,767 | (3) | | $ | 1,666,359 | | | | | | | 6,246 | | | | – | | | | – | | | 87.37 | | | 06/03/2024 | | | | | | 8,257 | (4) | | 696,066 | | | | | | | | 20,980 | | | | 6,993 | | (2) | | | — | | | | 91.58 | | | 05/16/2029 | | | | 7,266 | | (9) | | | 932,664 | | | | | | | | | | 17,164 | | | | – | | | | – | | | 81.56 | | | 06/10/2025 | | | | | | 4,883 | (5) | | 411,637 | | | | | | | | 19,868 | | | | 6,622 | | (3) | | | — | | | | 91.58 | | | 05/16/2029 | | | | 17,236 | | (10) | | | 2,212,413 | | | | | | | | | | | | | | | | | | | | | | | 8,054 | (6) | | 678,953 | | | | | | | | 11,888 | | | | 23,774 | | (4) | | | — | | | | 60.21 | | | 05/19/2030 | | | | 10,772 | | (11) | | | 1,382,694 | | | | | | | | | | | | | | | | | | | | | | | 9,298 | (7) | | 783,822 | | | | | | | | 9,906 | | | | 19,812 | | (5) | | | — | | | | 60.21 | | | 05/19/2030 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,354 | (8) | | 1,041,443 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | D. Craig Kesler | | | | 11,603 | | | | – | | | | – | | | 67.21 | | | 08/12/2023 | | | | | | 11,667 | (9) | | 983,529 | | | 2,542 | (3) | | 214,291 | | | | 7,120 | | | | — | | | | | — | | | | 106.24 | | | 05/17/2028 | | | | 11,667 | | (12) | | | 1,497,576 | | | | | | | | | | 11,711 | | | | – | | | | – | | | 87.37 | | | 06/03/2024 | | | | | | 870 | (2) | | 73,341 | | | | | | | | 6,614 | | | | — | | | | | — | | | | 106.24 | | | 05/17/2028 | | | | 720 | | (6) | | | 92,419 | | | | | | | | | | 15,145 | | | | – | | | | – | | | 81.56 | | | 06/10/2025 | | | | | | 1,156 | (4) | | 97,451 | | | | | | | | 7,235 | | | | 2,411 | | (2) | | | — | | | | 91.58 | | | 05/16/2029 | | | | 682 | | (7) | | | 87,542 | | | | | | | | | | 3,590 | | | 3,589 | (10) | | | – | | | 75.69 | | | 05/20/2026 | | | | | | 683 | (5) | | 57,577 | | | | | | | | 6,852 | | | | 2,283 | | (3) | | | — | | | | 91.58 | | | 05/16/2029 | | | | 2,491 | | (8) | | | 319,745 | | | | | | | | | | 6,369 | | | 2,123 | (11) | | | – | | | 75.69 | | | 05/20/2026 | | | | | | 991 | (6) | | 83,542 | | | | | | | | 6,794 | | | | 6,792 | | (4) | | | — | | | | 60.21 | | | 05/19/2030 | | | | 2,076 | | (9) | | | 266,475 | | | | | | | | | | 2,978 | | | 2,976 | (12) | | | – | | | 100.88 | | | 05/18/2027 | | | | | | 1,144 | (7) | | 96,440 | | | | | | | | 5,662 | | | | 5,660 | | (5) | | | — | | | | 60.21 | | | 05/19/2030 | | | | 4,309 | | (10) | | | 553,103 | | | | | | | | | | 3,438 | | | 3,436 | (13) | | | – | | | 100.88 | | | 05/18/2027 | | | | | | 1,588 | (8) | | 133,869 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,693 | | (11) | | | 345,673 | | | | | | | | | | 1,654 | | | 4,960 | (14) | | | – | | | 106.24 | | | 05/17/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | – | | | | – | | | 7,937 | (15) | | 106.24 | | | 05/17/2028 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael Haack | | | | 30,000 | | | 10,000 | (16) | | | – | | | 79.90 | | | 12/01/2024 | | | | | | 2,000 | (17) | | 168,600 | | | 3,107 | (3) | | 261,921 | | | | | | | 13,462 | | | | – | | | | – | | | 81.56 | | | 06/10/2025 | | | | | | 1,161 | (2) | | 97,873 | | | | | | | | | | | 4,616 | | | 4,614 | (10) | | | – | | | 75.69 | | | 05/20/2026 | | | | | | 1,486 | (4) | | 125,270 | | | | | | | | | | | 8,189 | | | 2,729 | (11) | | | – | | | 75.69 | | | 05/20/2026 | | | | | | 879 | (5) | | 74,100 | | | | | | | | | | | 3,536 | | | 3,534 | (12) | | | – | | | 100.88 | | | 05/18/2027 | | | | | | 1,359 | (6) | | 114,564 | | | | | | | | | | | 4,082 | | | 4,080 | (13) | | | – | | | 100.88 | | | 05/18/2027 | | | | | | 1,177 | (7) | | 99,222 | | | | | | | | | | | 2,021 | | | 6,063 | (14) | | | – | | | 106.24 | | | 05/17/2028 | | | | | | 1,941 | (8) | | 163,627 | | | | | | | | | | | | – | | | | – | | | 9,701 | (15) | | 106.24 | | | 05/17/2028 | | | | | | | | | | | | | | | | | | | | Robert S. Stewart | | | | 4,711 | | | | – | | | | – | | | 81.56 | | | 06/10/2025 | | | | | | 812 | (2) | | 68,452 | | | 5,083 | (3) | | 428,497 | | | | | | | | | | | | | | | | | | | | | | | | 1,297 | | (6) | | | 166,483 | | | | | | | | | | | | | | | | | | | | | | | 1,367 | (4) | | 115,239 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,228 | | (7) | | | 157,626 | | | | | | | | | | | | | | | | | | | | | | | 2,312 | (5) | | 194,902 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,484 | | (8) | | | 575,566 | | | | | | | | | | | | | | | | | | | | | | | 1,982 | (6) | | 167,083 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,736 | | (9) | | | 479,553 | | | | | | | | | | | | | | | | | | | | | | | 2,289 | (7) | | 192,963 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,878 | | (10) | | | 497,780 | | | | | | | | | | | | | | | | | | | | | | | 3,177 | (8) | | 267,822 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,424 | | (11) | | | 311,145 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Keith W. Metcalf | | | | 21,960 | | | | – | | | | – | | | 33.69 | | | 06/19/2022 | | | | | | 696 | (2) | | 58,673 | | | 4,236 | (3) | | 357,095 | | | James H. Graass | | | | 2,856 | | | | — | | | | | — | | | | 81.56 | | | 06/10/2025 | | | | 1,153 | | (6) | | | 147,999 | | | | | | | | | | 5,761 | | | | – | | | | – | | | 67.21 | | | 08/12/2023 | | | | | | 1,073 | (4) | | 90,454 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,092 | | (7) | | | 140,169 | | | | | | | | | | 4,685 | | | | – | | | | – | | | 87.37 | | | 06/03/2024 | | | | | | 635 | (5) | | 53,531 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,986 | | (8) | | | 511,643 | | | | | | | | | | 12,116 | | | | – | | | | – | | | 81.56 | | | 06/10/2025 | | | | | | 743 | (6) | | 62,635 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,322 | | (9) | | | 426,412 | | | | | | | | | | 9,000 | | | 6,000 | (18) | | | – | | | 60.43 | | | 01/01/2026 | | | | | | 859 | (7) | | 72,330 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 3,448 | | (10) | | | 442,585 | | | | | | | | | | 3,334 | | | 3,332 | (10) | | | – | | | 75.69 | | | 05/20/2026 | | | | | | 2,647 | (8) | | 223,143 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,154 | | (11) | | | 276,487 | | | | | | | | | | 5,915 | | | 1,917 | (11) | | | – | | | 75.69 | | | 05/20/2026 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Steven L. Wentzel | | | | 1,088 | | | | — | | | | | — | | | | 106.24 | | | 05/17/2028 | | | | 396 | | (6) | | | 50,831 | | | | | | | | | | 2,234 | | | 2,232 | (12) | | | – | | | 100.88 | | | 05/18/2027 | | | | | | | | | | | | | | 1,010 | | | | — | | | | | — | | | | 106.24 | | | 05/17/2028 | | | | 375 | | (7) | | | 48,135 | | | | | | | | | | 2,578 | | | 2,578 | (13) | | | – | | | 100.88 | | | 05/18/2027 | | | | | | | | | | | | | | 1,326 | | | | 1,326 | | (2) | | | — | | | | 91.58 | | | 05/16/2029 | | | | 2,990 | | (8) | | | 383,796 | | | | | | | | | | 1,256 | | | | 1,256 | | (3) | | | — | | | | 91.58 | | | 05/16/2029 | | | | 2,491 | | (9) | | | 319,745 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,586 | | (10) | | | 331,939 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1,616 | | (11) | | | 207,430 | | | | | |
Eagle Materials Inc. * 2022 PROXY STATEMENT 36
(1) | Based on the closing price per share of Common Stock on the NYSE on March 29, 201931, 2022 ($84.30)128.36). |
(2) | Represents performance-based stock options granted on May 16, 2019 under our Incentive Plan. The remaining earned stock options will vest on March 31, 2023. |
(3) | Represents time-vesting stock options granted on May 16, 2019 under our Incentive Plan. The remaining stock options will vest on March 31, 2023. |
(4) | Represents performance-based stock options granted on May 19, 2020 under our Incentive Plan. The remaining earned stock options will vest ratably on March 31 of 2023 and 2024. |
(5) | Represents time-vesting stock options granted on May 19, 2020 under our Incentive Plan. The remaining stock options will vest ratably on March 31 of 2023 and 2024. |
(6) | Represents performance-based restricted stock granted on June 10, 2015May 16, 2019 under our Incentive Plan. Restrictions on the remaining earned shares will lapse on March 31, 2023. |
(7) | Represents time-vesting restricted stock granted on May 16, 2019 under our Incentive Plan. Restrictions will lapse on the remaining shares on March 31, 2023. |
(8) | Represents performance-based restricted stock granted on May 19, 2020 under our Incentive Plan. Restrictions on the remaining earned shares will lapse ratably on March 31 of 2023 and 2024. |
(9) | Represents time-vesting restricted stock granted on May 19, 2020 under our Incentive Plan. Restrictions will lapse ratably on the remaining restricted shares on March 31 2020.of 2023 and 2024. |
(3)(10) | Represents performance-based restricted stock granted on May 17, 201819, 2021 under our Incentive Plan. The Compensation Committee determined in May 20192022 (i.e., after the end of fiscal 2019)2021) that 89.7%100% of the maximum award (or 107.6%120% of the target award) was earned. Any unearned restricted shares were forfeited.One-fourth of the earned restricted shares was paid to the Named Executive Officer on May 16, 2019,17, 2022, and restrictions will lapse ratably on the remaining earned restricted shares on March 31 of 2020, 20212023, 2024 and 2022.2025. |
(4)(11) | Represents time-vesting restricted stock granted on May 20, 2016 under our Incentive Plan. Restrictions will lapse ratably on May 20 of 2019 and 2020. |
(5) | Represents performance-based restricted stock granted on May 20, 2016 under our Incentive Plan. Restrictions will lapse ratably on the remaining shares on March 31, 2020.
|
(6) | Represents time-vesting restricted stock granted on May 18, 2017 under our Incentive Plan. Restrictions will lapse ratably on March 31 of 2020 and 2021.
|
(7) | Represents performance-based restricted stock granted on May 18, 2017 under our Incentive Plan. Restrictions will lapse ratably on the remaining shares on March 31 of 2020 and 2021.
|
(8) | Represents time-vesting restricted stock granted on May 17, 201819, 2021 under our Incentive Plan. Restrictions on the firstone-fourth lapsed on March 31, 2019.2022. Restrictions on the remaining shares will lapse ratably on March 31 of 2020, 20212023, 2024 and 2022.2025.
|
(9)(12) | Represents restricted stock granted on May 18, 2010 under our Incentive Plan. Restrictions will lapse upon the Named Executive Officer meeting the requirements of retirement, as defined in the award agreement. |
(10) | Represents time-vesting stock options granted on May 20, 2016 under our Incentive Plan. The remaining stock options will vest ratably on May 20 of 2019 and 2020.
|
(11) | Represents performance-based stock options granted on May 20, 2016 under our Incentive Plan. The remaining earned stock options will vest ratably on March 31, 2020.
|
Eagle Materials Inc. * 2022 PROXY STATEMENT 37
(12) | Represents time-vesting stock options granted on May 18, 2017 under our Incentive Plan. The remaining stock options will vest ratably on March 31 of 2020 and 2021.
|
(13) | Represents performance-based stock options granted on May 18, 2017 under our Incentive Plan. The remaining earned stock options will vest ratably on March 31 of 2020 and 2021.
|
(14) | Represents time-vesting stock options granted on May 17, 2018 under our Incentive Plan. The firstone-fourth vested on March 31, 2019, and the remaining stock options will vest ratably on March 31 of 2020, 2021 and 2022.
|
(15) | Represents performance-based stock options granted on May 17, 2018 under our Incentive Plan. The Compensation Committee determined in May 2019 (i.e., after the end of fiscal 2019) that 89.7% of the maximum award (or 107.6% of the target award) was earned. Any unearned stock options were forfeited.One-fourth of the earned stock options vested in May 13, 2019. The remaining earned stock options will vest ratably on March 31 of 2020, 2021 and 2022.
|
(16) | Represents stock options granted to Mr. Haack under our Incentive Plan in connection with his joining the Company in 2014. The remaining stock options will vest ratably on December 1, 2019.
|
(17) | Represents restricted stock granted to Mr. Haack under our Incentive Plan in connection with his joining the Company in 2014. Restrictions will lapse on the remaining restricted shares on December 1, 2019.
|
(18) | Represents stock options granted to Mr. Metcalf under our Incentive Plan in connection with a promotion. The remaining stock options will vest ratably on January 1 of 2020 and 2021.
|
Option Exercises and Stock Vested The following table sets forth information regarding the exercise of stock options and the vesting of restricted stock during fiscal 20192022 for each of our Named Executive Officers. | | | | Option Awards | | Stock Awards | | | | | | Option Awards | | | Stock Awards | | Name | | Number of Shares
Acquired on Exercise
(#) | | Value Realized on
Exercise
($) | | Number of Shares
Acquired on Vesting(1)
(#) | | | Value Realized on
Vesting(2)
($) | | | Number of Shares Acquired on Exercise (#) | | | Value Realized on Exercise ($) | | | Number of Shares Acquired on Vesting(1) (#) | | | Value Realized on Vesting(2) ($) | | David B. Powers | | | – | | | | – | | | 28,817 | | | | $ 2,627,373 | | | | Michael R. Haack | | | | 28,865 | | | $ | 2,330,903 | | | | 21,356 | | | $ | 2,884,184 | | D. Craig Kesler | | 10,000 | | | $ 414,900 | | | 5,163 | | | | 461,392 | | | | 24,539 | | | | 1,394,012 | | | | 6,930 | | | | 932,399 | | | Michael Haack | | | – | | | | – | | | 7,380 | | | | 632,002 | | | | Robert S. Stewart | | | – | | | | – | | | 20,545 | | | | 1,935,313 | | | | — | | | | — | | | | 11,886 | | | | 1,601,411 | | | Keith W. Metcalf | | | – | | | | – | | | 5,013 | | | | 444,813 | | | James H. Graass | | | | 24,000 | | | | 1,643,091 | | | | 10,566 | | | | 1,423,568 | | Steven L. Wentzel | | | | 6,885 | | | | 411,434 | | | | 6,217 | | | | 844,325 | |
| (1) | All of the amounts in this column represent shares of Common Stock received by the Named Executive Officer in connection with the lapsing of restrictions on restricted stock previously granted to the Named Executive Officers. |
| (2) | The amount in this column represents the dollar amount realized by the Named Executive Officer valued at the time of the vesting of such shares. |
Eagle Materials Inc. * 2022 PROXY STATEMENT 38
Nonqualified Deferred Compensation In FY 20192022 | Name | | Executive
Contributions in Last
FY
($) | | Registrant
Contributions in Last
FY(1)
($) | | Aggregate Earnings
in
Last FY(2)
($) | | Aggregate
Withdrawals/
Distributions
($) | | Aggregate Balance
at
Last FYE(3)
($) | | Executive Contributions in Last FY ($) | | | Registrant Contributions in Last FY(1) ($) | | | Aggregate Earnings in Last FY(2) ($) | | | Aggregate Withdrawals/ Distributions ($) | | | Aggregate Balance at Last FYE(3) ($) | | | David B. Powers | | – | | $ 62,750 | | $ 61,562 | | – | | $ 440,991 | | | Michael R. Haack | | | | — | | | $ | 59,100 | | | $ | 36,268 | | | | — | | | $ | 388,843 | | D. Craig Kesler | | – | | 17,850 | | 8,962 | | – | | 117,169 | | | — | | | | 21,004 | | | | 35,675 | | | | — | | | | 277,818 | | | Michael Haack | | – | | 29,275 | | 4,164 | | – | | 125,280 | | | Robert S. Stewart | | – | | 17,475 | | 4,959 | | – | | 140,818 | | | — | | | | 19,042 | | | | 1,326 | | | | — | | | | 230,307 | | | Keith W. Metcalf | | – | | 11,500 | | 1,093 | | – | | 35,461 | | James H. Graass | | | | — | | | | 16,101 | | | | 18,534 | | | | — | | | | 473,101 | | Steven L. Wentzel | | | | — | | | | 4,743 | | | | (4,929 | ) | | | — | | | | 252,333 | |
(1) | The amounts in this column represent contributions made by the Company for the account of the Named Executive Officers during fiscal 20192022 under our SERP. The SERP is an unfunded,non-qualified plan for certain executives of the Company. Under the SERP, the Company makes contributions to the account of the executive in an amount substantially equal to the additional contributions he would have received under the Retirement Plan had 100% of his annual salary been eligible for a profit sharingprofit-sharing contribution. The SERP is described in greater detail under “SERP” on page 3331 of this proxy statement. The amounts in this column are reflected in the “All Other Compensation” column of the Summary Compensation Table located on page 37.34. |
(2) | The Company also maintains the Eagle Materials Inc. Deferred Compensation Plan. Under this plan, eligible executives were allowed to defer the receipt of a portion of their salary or annual bonus for fiscal 2001, up to 75% of such amounts. For fiscal years after fiscal 2001, the Deferred Compensation Plan was closed to additional employee deferrals. Amounts under the plan are payable at a date certain or upon the participant’s termination of employment, disability or death in the form of a lump sum or installments as elected pursuant to the terms of the plan. Such amounts are not subject to the six monthsix-month delay applicable to key employees under Internal Revenue Code Section 409A. The earnings in this column reflect earnings or losses on balances in the Named Executive Officer’s SERP account and Deferred Compensation Plan account. A Named Executive Officer may designate how his account balances are to be invested by selecting among the investment options available under our Retirement Plan, with the exception of the Common Stock fund. Because these earnings are not “above market,” they are not included in the Summary Compensation Table on page 3734 of this proxy statement. The table below shows the |
| investment options available under our Retirement Plan (other than the Common Stock fund) and the annual rate of return for the 12 month12-month period ended March 31, 2019,2022, as reported to us by the administrator of the plan. |
| | | | | Fund | | Rate of
Return | | Harbor Capital Appreciation Ret | | | 11.60%3.49 | % | John Hancock DisciplinedMFS Value R6
| | | 0.76%11.35 | % | Northern Trust S&P 500 Index | | | 9.48%15.64 | % | MFS Mid Cap Growth R6 | | | (1.23 | %) | MFS Mid Cap Value R6 | | | 3.60% | | MassMutualSelect Mid Cap Growth I
| | 12.56 | 9.79% | % | Northern Trust ExtendedExt Equity Mkt Idx | | | 4.79%(5.40 | %) | Carillon EagleAS SPL Small Cap Valueh R6
| | | 2.99 | % | PIF Small Cap Growth R6 | | | 4.15%(10.70 | %) | Victory Integrity Small Cap ValueAF EuroPacific Grwth R6
| | | (4.92%) | | American Funds EuroPacific Growth R6
| | (9.35 | (4.66%%) | | Northern Trust ACWIEx-US Index | | | (5.22%)(1.85 | %) | Vanguard Target Ret 2015 | | | 3.87%0.45 | % | Vanguard Target Ret 2020 | | | 3.82%1.45 | % | Vanguard Target Ret 2025 | | | 3.83%2.01 | % | Vanguard Target Ret 2030 | | | 3.71%2.66 | % | Vanguard Target Ret 2035 | | | 3.55%3.46 | % | Vanguard Target Ret 2040 | | | 3.38%4.24 | % | Vanguard Target Ret 2045 | | | 3.27%5.04 | % | Vanguard Target Ret 2050 | | | 3.27%5.19 | % | Vanguard Target Ret 2055 | | | 3.28%5.21 | % | Vanguard Target Ret 2060 | | | 3.25%5.22 | % | Vanguard Target Ret 2065 | | | 3.24%5.16 | % | Vanguard Target Ret Inc | | | 3.92% | | MIP Cl 1
| | | 1.68% | | NYL Anchor Account
| 0.22 | | 2.60% | % | METWEST Tot Rtn BD P | | | 4.80%(4.49 | )% | Northern Trust Aggreg Bond Index | | | 4.50%(4.14 | )% | Fidelity Govt MMkt | | | 1.73%0.01 | % |
(3) | The amounts in this column represent the sum of: (i) the balance in the Named Executive Officer’s account under the SERP; and (ii) the balance in the Named Executive Officer’s account under the Company’s Deferred Compensation Plan. |
Eagle Materials Inc. * 2022 PROXY STATEMENT 39
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The following is a summary of the potential payments payable to the Named Executive Officers upon termination of employment or a change in control of the Company under current compensation programs. Specifically, compensation payable to each Named Executive Officer upon voluntary termination, involuntary termination or in the event of death or disability and change in control is discussed below. The amounts shown in the tables below assume that such termination was effective as of March 31, 2019,2022, and are therefore estimates of the amounts which would be paid out to the executives (or their beneficiaries) upon their termination. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the price of our Common Stock and the executive’s age. Change in Control Continuity Agreements The Company has entered into change in control continuity agreements with Messrs. Haack, Kesler, Stewart and Graass. A description of these agreements is set forth under “Change in Control Continuity Agreements” on page 32 of this proxy statement. In the event of the executive’s involuntary termination of employment without cause or resignation for good reason within the two-year protection period following a change in control, he would be entitled to cash severance equal to a multiple of the sum of his annual base salary and target annual bonus. Additionally, he would be entitled to a prorated annual bonus for the year of termination, employer retirement savings plan contributions that he would have received had his employment continued for a period of time, the premium for continued participation in health insurance plans for a period of time, and outplacement benefits of up to $30,000. All of our change in control continuity agreements have a “double-trigger” termination right (requiring both a change in control and a qualifying termination of employment in order to receive the change in control severance payments), and they do not include the long-term incentive values in the severance calculation or have tax gross-ups. The table below reflects an estimate of the severance payments that would be made to our named executive officers who have entered into change in control continuity agreements—calculated as if they were terminated without cause or resigned for good reason as of March 31, 2022 following a change in control:
Name | | Severance Multiple | | | Base Salary ($) | | | Target Annual Bonus ($) | | | Retirement Plan Contribution ($) | | | Health Insurance Premium ($) | | | Outplacement Benefits (maximum) ($) | | | Total ($) | | Michael R. Haack | | | 3.0 | | | $ | 900,000 | | | $ | 1,391,410 | | | $ | 120,000 | | | $ | 36,000 | | | $ | 30,000 | | | $ | 7,060,230 | | D. Craig Kesler | | | 2.5 | | | | 500,035 | | | | 1,068,404 | | | | 61,000 | | | | 30,000 | | | | 30,000 | | | | 4,042,098 | | Robert S. Stewart | | | 2.0 | | | | 480,420 | | | | 919,324 | | | | 47,000 | | | | 24,000 | | | | 30,000 | | | | 2,900,488 | | James H. Graass | | | 2.0 | | | | 451,000 | | | | 919,324 | | | | 44,000 | | | | 24,000 | | | | 30,000 | | | | 2,838,648 | |
Eagle Materials Inc. * 2022 PROXY STATEMENT 40
Payments MadeUponMade Upon Any Termination Deferred Compensation. The amounts shown in the table below do not include distribution of plan balances under our Deferred Compensation Plan or SERP. These balances are shown in the Nonqualified Deferred Compensation in FY 20192022 Table on page 4540 of this proxy statement. Death and Disability. A termination of employment due to death or disability does not entitle the Named Executive Officer to any payments that are not available to salaried employees generally, except for benefits payable to the beneficiaries of the Named Executive Officers in the event of termination due to death under our Salary Continuation Plan. A description of our Salary Continuation Plan is set forth under “Salary Continuation Plan” on page 3431 of this proxy statement. Accrued Pay and Profit SharingRetirement Plan Benefits. The amounts shown in the table below do not include payments and benefits to the extent they are provided on anon-discriminatory basis to salaried employees generally upon termination of employment or relate to equity grants that have already vested. These include: accrued salary pay through the date of termination; non-equity incentive compensation earned and payable prior to the date of termination; option grants received under the Incentive Plan which have already vested and are exercisable prior to the date of termination (subject to the terms of the applicable Nonqualified Stock Option Agreement); restricted stock grants or restricted stock unit grants received under the Incentive Plan which have already vested prior to the date of termination (subject to the terms of the applicable Restricted Stock or Restricted Stock Unit Agreement); and unused accrued vacation pay. | ● | | accrued salary pay through the date of termination; |
Type of Payment | | Involuntary Termination or Voluntary Termination (non- Change in Control) ($) | | | Death or Disability ($) | | | Change in Control(1) ($) | | Michael R. Haack | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards(2) | | | — | | | | — | | | $ | 3,471,146 | | Restricted Stock Awards | | | | | | | | | | | | | Unvested and Accelerated Awards(3) | | | — | | | $ | 6,169,238 | | | | 6,169,238 | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments(4) | | | — | | | | 1,500,000 | | | | — | | Change in Control Continuity Agreement(5) | | | — | | | | — | | | | 7,060,230 | | HAACK TOTAL | | | — | | | | 7,669,238 | | | | 16,700,614 | | D. Craig Kesler | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards(2) | | | — | | | | — | | | | 1,021,249 | | Restricted Stock Awards | | | | | | | | | | | | | Unvested and Accelerated Awards(3) | | | — | | | | 3,162,534 | | | | 3,162,534 | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments(4) | | | — | | | | 1,500,000 | | | | — | | Change in Control Continuity Agreement(5) | | | — | | | | — | | | | 4,042,098 | | KESLER TOTAL | | | — | | | | 4,662,534 | | | | 8,225,880 | |
Eagle Materials Inc. * 2022 PROXY STATEMENT 41
| ● | | non-equity incentive compensation earned and payable prior to the date of termination; |
Type of Payment | | Involuntary Termination or Voluntary Termination (non- Change in Control) ($) | | | Death or Disability ($) | | | Change in Control(1) ($) | | Robert S. Stewart | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards(2) | | | — | | | | — | | | | — | | Restricted Stock Awards | | | | | | | | | | | | | Unvested and Accelerated Awards(3) | | | — | | | $ | 2,188,153 | | | $ | 2,188,153 | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments(4) | | | — | | | | — | | | | — | | Change in Control Continuity Agreement(5) | | | — | | | | — | | | | 2,900,488 | | STEWART TOTAL | | | — | | | | 2,188,153 | | | | 5,088,641 | | James H. Graass | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards(2) | | | — | | | | — | | | | — | | Restricted Stock Awards | | | | | | | | | | | | | Unvested and Accelerated Awards(3)(6) | | | — | | | | 1,945,296 | | | | 1,945,296 | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments(4) | | | — | | | | 676,500 | | | | — | | Change in Control Continuity Agreement(5) | | | — | | | | — | | | | 2,838,648 | | GRAASS TOTAL | | | — | | | | 2,621,796 | | | | 4,783,944 | | Steven L. Wentzel | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards(2) | | | — | | | | — | | | | 94,966 | | Restricted Stock Awards | | | | | | | | | | | | | Unvested and Accelerated Awards(3) | | | — | | | | 1,341,875 | | | | 1,341,875 | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments(4) | | | — | | | | 1,019,700 | | | | — | | WENTZEL TOTAL | | | — | | | | 2,361,575 | | | | 1,436,841 | | AGGREGATE TOTAL FOR NAMED EXECUTIVE OFFICERS | | | — | | | | 19,503,296 | | | | 36,235,920 | |
| ● | | option grants received under the Incentive Plan which have already vested and are exercisable prior to the date of termination (subject to the terms of the applicable Nonqualified Stock Option Agreement); |
| ● | | restricted stock grants or restricted stock unit grants received under the Incentive Plan which have already vested prior to the date of termination (subject to the terms of the applicable Restricted Stock or Restricted Stock Unit Agreement); and |
| ● | | unused accrued vacation pay. |
| | | | | | | | | | | | | | | | | | | Type of Payment | | | | Involuntary
Termination or
Voluntary
Termination (non
Change in Control) ($) | | | | Death or
Disability
($) | | | | | | Change in Control (1)
($) | | David B. Powers | | | | | | | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | | | | | | | Unexercisable and Accelerated Awards | | | | – | | | | | – | | | | | | | | – | | Restricted Stock Award | | | | | | | | | | | | | | | | | | | Unvested and Accelerated Awards | | | | – | | | | $ | 5,361,400(3) | | | | | | | | 5,361,400(3) | | | | | | | | POWERS TOTAL | | | | – | | | | | 5,361,400 | | | | | | | | 5,361,400 | |
| | | | | | | | | | | | | Type of Payment | | Involuntary
Termination or
Voluntary
Termination (non
Change in Control)
($) | | | Death or
Disability
($) | | | Change in Control(1)
($) | | D. Craig Kesler | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards | | | – | | | | – | | | $ | 49,180(2) | | Restricted Stock Award | | | | | | | | | | | | | Unvested and Accelerated Awards | | | – | | | $ | 1,740,040 | (3) | | | 1,740,040(3) | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments | | | – | | | | 1,500,000 | (4) | | | – | | | | | | | KESLER TOTAL | | | – | | | | 3,240,040 | | | | 1,789,220 | | | | | | Michael Haack | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards | | | – | | | | – | | | | 107,223(2) | | Restricted Stock Award | | | | | | | | | | | | | Unvested and Accelerated Awards | | | – | | | | 1,105,177 | (3) | | | 1,105,177(3) | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments | | | – | | | | 1,500,000 | (4) | | | – | | | | | | | HAACK TOTAL | | | – | | | | 2,605,177 | | | | 1,212,400 | | | | | | Robert S. Stewart | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards | | | – | | | | – | | | | – | | Restricted Stock Award | | | | | | | | | | | | | Unvested and Accelerated Awards | | | – | | | | 1,434,958 | (3) | | | 1,434,958(3) | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments | | | – | | | | 455,000 | (4) | | | – | | | | | | | STEWART TOTAL | | | – | | | | 1,889,958 | | | | 1,434,958 | | | | | | Keith W. Metcalf | | | | | | | | | | | | | Long-Term Incentives | | | | | | | | | | | | | Stock Options | | | | | | | | | | | | | Unexercisable and Accelerated Awards | | | – | | | | – | | | | 188,879(2) | | Restricted Stock Award | | | | | | | | | | | | | Unvested and Accelerated Awards | | | – | | | | 917,861 | (3) | | | 917,861(3) | | Benefits | | | | | | | | | | | | | Salary Continuation Plan Payments | | | – | | | | 1,500,000 | (4) | | | – | | | | | | | METCALF TOTAL | | | – | | | | 2,417,861 | | | | 1,106,740 | | | | | | | | | | | AGGREGATE TOTAL FOR NAMED EXECUTIVE OFFICERS | | | – | | | $ | 15,514,396 | | | $ | 10,904,718 | |
(1) | The definition of “Change in Control” is described under “Change in Control Benefits” beginning on page 3431 of this proxy statement. |
(2) | Represents the dollar value of the unexercisable stock options that are accelerated because of a change in control based on the amount, if any, that the closing price of our Common Stock on March 29, 201931, 2022 ($84.30)128.36) exceeds the exercise price of the stock option. |
(3) | Represents the dollar value of the restricted stock for which restrictions will lapse upon death, disability or a change in control based on the closing price of our Common Stock on March 29, 201931, 2022 ($84.30)128.36). |
(4) | Under the terms of our SCP, in the event of a Named Executive Officer’s death while employed by the Company, such Named Executive Officer’s beneficiaries would receive the following payments, which would be paid from the proceeds of a life insurance policy purchased by the Company covering such Named Executive Officer (calculated based on fiscal 20192022 salaries): |
| a. | Keslera.
| Haack – $460,000$900,000 over the year following death, plus $230,000 per year thereafter until the beneficiaries have received a total of $1,500,000 in payments. |
| b. | Haack – $575,000 over the year following death, plus $287,500 per year thereafter until the beneficiaries have received a total of $1,500,000 in payments.
|
| c. | Stewart – $455,000 over the year following death, during which Mr. Stewart would have reached 66.
|
| d. | Metcalf – $393,000 over the year following death, plus $196,500$450,000 per year thereafter until the beneficiaries have received a total of $1,500,000 in payments.
|
| b. | Kesler – $500,035 over the year following death, plus $250,018 per year thereafter until the beneficiaries have received a total of $1,500,000 in payments. |
| c. | Graass – $451,000 over the year following death, plus $225,500 per year thereafter until the year Mr. Graass would have reached 66. |
| d. | Wentzel – $339,900 over the year following death, plus $169,950 per year thereafter until the year Mr. Wentzel would have reached 66. |
(5) | See the “Change in Control Continuity Agreements” section above for a description of the components of these potential payments. |
(6) | The restrictions lapsed on Mr. Graass’s outstanding restricted shares in connection with his retirement from the Company on June 3, 2022. |
Eagle Materials Inc. * 2022 PROXY STATEMENT 42
CEO PAY RATIO Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Securities and Exchange Commission (the “SEC”) has adopted Item 402(u) of RegulationS-K requiring annual disclosure of a reasonable estimate of the ratio of the total annual compensation of our chief executive officer to the total annual compensation of the employee of the Company or one of its subsidiaries who is determined to have the median compensation of all employees of the Company and its subsidiaries, collectively (excluding the CEO). The rule also requires annual disclosure of such median employee’s total compensation for the applicable fiscal year and the CEO’s total compensation for the applicable fiscal year, in each case as determined in accordance with the rules governing the presentation of total compensation of the named executive officers in the Summary Compensation Table presented on page 3734 of this proxy statement. This rule first became applicable with respect to the proxy statement for our 2018 annual meeting of shareholders. Our CEO is Mr. Powers.Haack. As permitted by the SEC rules, the median employee utilized for fiscal 2019 is the same employee identified in fiscal 2018 because there have been no changes in our employee population or employee
compensation arrangements that we reasonably believe would result in a significant change to this pay ratio disclosure. To identify the median-compensated employee for fiscal 2018,2022, we examined the total gross compensation data for calendar year 2017.2021. Based on this data, we determined the median-compensated employee. For this year’s disclosure, weWe then calculated such employee’s total fiscal 20192022 compensation in accordance with the rules governing the presentation of the total compensation of the named executive officers in the Summary Compensation Table.
Based on this methodology, the fiscal 20192022 total annual compensation for the median-compensated employee was $79,862.$77,321. As reported on page 3734 of this proxy statement, the fiscal 20192022 total annual compensation of our CEO, Mr. Powers,Haack, was $5,537,014, resulting in a$6,635,750. The ratio of the CEO’s total compensation to the median-compensated employee’s total compensation of approximately 69:86:1. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above.above
Eagle Materials Inc. * 2022 PROXY STATEMENT 43
STOCK OWNERSHIP Management We encourage stock ownership by our directors, officers and employees to align their interests with your interests as stockholders. The following table shows the beneficial ownership of our Common Stock, as of the record date for the annual meeting annual meeting (June 20, 2019)(June 8, 2022) by: (a) each person who has been a director (b) eachor executive officer of our current executive officersthe Company since April 1, 2021 and (c)(b) by all such directors and executive officers of the Company as a group (16(18 persons). Except as otherwise indicated, all shares are owned directly, and the owner of
such shares has the sole voting and investment power with respect thereto. | | | | | Amount and Nature of Beneficial Ownership(1) | | | | Number of Shares Beneficially
Owned(2) | | Percentage of Common Stock | F. William Barnett | | 57,927 | | * | Richard Beckwitt | | 11,017 | | * | Ed H. Bowman | | 19,270 | | * | Margot L. Carter | | 2,380 | | * | George J. Damiris | | 3,236 | | * | William R. Devlin | | 63,040 | | * | Martin M. Ellen | | 11,782 | | * | Gerald J. Essl(3) | | 59,697 | | * | James H. Graass(4) | | 127,695 | | * | Michael Haack(5) | | 103,303 | | * | D. Craig Kesler(6) | | 124,507 | | * | Keith Metcalf | | 120,345 | | * | Michael R. Nicolais(7) | | 48,740 | | * | David B. Powers | | 158,807 | | * | Richard R. Stewart(8) | | 22,002 | | * | Robert S. Stewart | | 46,272 | | * | | All current directors, nominees and executive officers as a group (16 persons) | | 980,020 | | 2.2% |
Amount and Nature of Beneficial Ownership (1) | | | | Number of Shares Beneficially Owned(2) | | | Percentage of Common Stock | | F. William Barnett | | | 15,671 | | | | * | | Richard Beckwitt | | | 19,254 | | | | * | | Ed H. Bowman | | | 12,313 | | | | * | | Margot L. Carter | | | 7,185 | | | | * | | George J. Damiris | | | 8,346 | | | | * | | William R. Devlin | | | 40,120 | | | | * | | Martin M. Ellen | | | 8,716 | | | | * | | James H. Graass(3) | | | 15,959 | | | | * | | Mauro Gregorio | | | 1,301 | | | | * | | Michael R. Haack | | | 177,132 | | | | * | | D. Craig Kesler(4) | | | 110,606 | | | | * | | Matt Newby | | | 42,027 | | | | * | | Michael R. Nicolais(5) | | | 63,474 | | | | * | | David B. Powers(6) | | | 30,972 | | | | * | | Mary P. Ricciardello | | | 8,557 | | | | * | | Richard R. Stewart(7) | | | 12,411 | | | | * | | Robert S. Stewart | | | 26,074 | | | | * | | Steven L. Wentzel | | | 27,359 | | | | * | | All current directors, nominees and executive officers as a group (18 persons) | | | 627,477 | | | | 1.6 | % |
* Less than 1%
(1) | For purposes of this table, “beneficial ownership” is determined in accordance with Rule13d-3 under the Exchange Act, pursuant to which a person is deemed to have “beneficial ownership” of shares of our stock that the person has the right to acquire within 60 days. For purposes of computing the percentage of outstanding shares of Common Stock held by each person or group of persons named in the table, any shares that such person or persons have the right to acquire within 60 days are |
| deemed to be outstanding, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other persons. |
Eagle Materials Inc. * 2022 PROXY STATEMENT 44
(2) | Amounts include the following shares of Common Stock that may be acquired upon exercise of stock options awarded under our Incentive Plan: Mr. Barnett – 33,821 shares; Mr. Beckwitt – 2,070 shares; Mr. Bowman – 6,293 shares; Mr. Devlin – 30,966 shares; Mr. Ellen – 6,917 shares; Mr. Essl – 23,801 shares; Mr. Graass – 65,1965,230 shares; Mr. Haack – 70,38987,590 shares; Mr. Kesler – 60,06340,277 shares; Mr. Metcalf |
| Newby – 69,24924,093 shares; Mr. Nicolais – 17,26719,398 shares; Ms. Ricciardello – 3,408 shares; Mr. PowersWentzel – 31,091 shares; Mr. Richard Stewart – 9,942 shares; Mr. Robert Stewart – 4,711 shares;4,680 shares and all directors and executive officers of the Company as a group (16(18 persons) – 431,776186,746 shares. In addition, this table includes shares of Common Stock that are held for the account of participants as of June 20, 2019,8, 2022, pursuant to the Common Stock fund of the Retirement Plan, as follows: Mr. Devlin – 1,913 shares; Mr. Graass – 1,111 shares; Mr. Kesler – 1,926 shares; Mr. Metcalf – 3,989 shares; Mr. Powers – 1,502 shares; and all directors and executive officers of the Company as a group (16 persons) – 10,441 shares. These amounts do not include the RSUs previously granted to thenon-employee directors (including dividend equivalent units accrued since the date of grant) disclosed in the table on page 12 of this proxy statement. |
(3) | Includes 3,000 shares of Common Stock held in trust for Mr. Essl’s son.
|
Stock fund of the Retirement Plan, as follows: Mr. Devlin – 1,933 shares; Mr. Graass – 1,122 shares; Mr. Kesler – 2,144 shares; and all directors and executive officers of the Company as a group (18 persons) – 5,199 shares. These amounts do not include the RSUs previously granted to the non-employee directors (including dividend equivalent units accrued since the date of grant) disclosed in the table on page 14 of this proxy statement. (4)(3) | IncludesMr. Graass retired from the Company effective June 3, 2022. His beneficial ownership of Company stock is based on his last Form 4 filing and includes 543 shares of Common Stock held in an IRA owned by Mr. Graass.
|
(5)(4) | Includes 2,000 shares of Common Stock representing the unvested shares under a restricted stock award made to Mr. Haack on December 1, 2014. |
(6) | Also includes 160 shares of Common Stock held in Mr. Kesler’s IRA.
|
(7)(5) | Includes (a) 1,386 shares of Common Stock owned by the wife of Mr. Nicolais; (b) 1,550 shares of Common Stock held by the profit sharing plan of the employer of Mr. Nicolais; and (c) 3,500 shares of Common Stock held in an IRA owned by Mr. Nicolais. |
(8)(6) | Includes 7,50328,603 shares of Common Stock owned by a spousal trust. |
(7) | Includes 4,003 shares of Common Stock owned by Stewart Family Trust. |
Eagle Materials Inc. * 2022 PROXY STATEMENT 45
Certain Beneficial Owners The table below provides information regarding the only persons we know of who are the beneficial owners of more than five percent of our Common Stock. The number of shares of Common Stock shown in the table as beneficially owned by each person as of the most recent practicable date, which is generally the date as of which information is provided in the most recent beneficial ownership report filed by such person with the SEC. The percentage of our Common Stock shown in the table as owned by each person is calculated in accordance with applicable SEC rules based on the number of outstanding shares of Common Stock as of June 20, 2019,8, 2022, the record date for our annual meeting of stockholders. | | | | | | | Name and Address of Beneficial Owner | | Number of Shares
Beneficially Owned | | | Percentage of
Common Stock | | | | BlackRock, Inc.(1) 55 East 52nd Street New York, NY 10055 | | | 4,328,050 | | | 10.0% | | | | The Vanguard Group (2) 100 Vanguard Blvd. Malvern, PA 19355 | | | 4,124,309 | | | 9.5% | | | | Sachem Head Capital Management LP (3) 250 West 55th Street, 34th Floor New York, NY 10019 | | | 3,670,000 | | | 8.5% | | | | Wells Fargo & Company (4) 420 Montgomery Street San Francisco, CA 94163 | | | 2,577,327 | | | 6.0% | | | | Adage Capital Partners, L.P. (5) 200 Clarendon Street, 52nd Floor Boston, MA 02116 | | | 2,251,326 | | | 5.2% |
Name and Address of Beneficial Owner | | Number of Shares Beneficially Owned | | | Percentage of Common Stock | | The Vanguard Group (1) | | | | | | | | | 100 Vanguard Blvd. | | | 3,887,504 | | | | 10.2 | % | Malvern, PA 19355 | | | | | | | | | BlackRock, Inc. (2) | | | | | | | | | 55 East 52nd Street | | | 3,439,705 | | | | 9.0 | % | New York, NY 10055 | | | | | | | | | FMR LLC (3) | | | | | | | | | 245 Summer Street | | | 3,115,389 | | | | 8.2 | % | Boston, MA 02210 | | | | | | | | |
(1) | Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 9, 2022. Of the shares reported in the Schedule 13G/A, The Vanguard Group has (i) shared voting power with respect to 19,310 shares; (ii) sole dispositive power with respect to 3,832,314 shares; and (iii) shared dispositive power with respect to 55,190 shares. |
(2) | Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 4, 2019.1, 2022. Of the shares reported in the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 4,142,569 shares and sole dispositive power with respect to 4,328,050 shares. |
in the Schedule 13G/A, BlackRock, Inc. has sole voting power with respect to 3,318,778 shares and sole dispositive power with respect to 3,439,705 shares. (2)(3) | Based solely on the information contained in a Schedule 13G/A filed with the SEC on February 11, 2019.9, 2022. Of the shares reported in the Schedule 13G/A, The Vanguard GroupFMR LLC has (i) sole voting power with respect to 25,524 shares; (ii) shared voting power with respect to 6,311 shares; (iii)419,774 shares and sole dispositive power with respect to 4,097,363 shares; and (iv) shared dispositive power with respect to 29,9463,115,389 shares. |
(3) | Based solely on the information contained in a Schedule 13D filed with the SEC on March 28, 2019, a Schedule 13D/A filed with the SEC on May 8, 2019, and a Schedule 13D/A filed with the SEC on May 30, 2019. Of the shares reported in the Schedule 13Ds, Sachem Head has shared voting power with respect to 3,670,000 shares and shared dispositive power with respect to 3,670,000 shares.
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(4) | Based solely on the information contained in a Schedule 13G filed with the SEC on January 22, 2019. Of the shares reported in the Schedule 13G, Wells Fargo & Company has (i) sole voting power with respect to 19,688 shares; (ii) shared voting power with respect to 2,067,915 shares; (iii) sole dispositive power with respect to 19,688 shares; and (iv) shared dispositive power with respect to 2,557,639 shares.
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(5) | Based solely on the information contained in a Schedule 13G filed with the SEC on January 18, 2019. Of the shares reported in the Schedule 13G, Adage Capital Partners, L.P. has (i) shared voting power with respect to 2,251,326 shares; and (ii) shared dispositive power with respect to 2,251,326 shares.
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Eagle Materials Inc. * 2022 PROXY STATEMENT 46
Related Party Transactions Our code of conduct adopted by the Board, which we refer to as “The Eagle Way,” includes provisions addressing conflicts of interest which arise when a director, officer, or employee has an interest in a transaction in which the Company is a participant. The Eagle Way defines a conflict of interest as an activity, investment or association that interferes or might appear to interfere with the judgment or objectivity of an officer or employee in performing his or her job in the best interests of the Company and our shareholders. Under The Eagle Way, officers or employees are encouraged to consult with their supervisors regarding any matter that may involve a conflict of interest. In addition, The Eagle Way requires that prior approval of the supervisor of an officer or employee, the president of the Eagle business unit in which such officer or employee is employed, and the Company’s general counsel before: (1) obtaining an ownership interest in, or position with, an Eagle supplier, contractor, customer or competitor, subject to certain exceptions relating to the ownership of publicly traded securities; (2) employing any relatives where there is either a direct or indirect reporting relationship or a substantial amount of interaction between the relatives on the job; or (3) establishing a business relationship between Eagle and a company in which the officer or employee or his or her relative has an ownership interest or holds a position. In addition to the above policies included in The Eagle Way, we have implemented certain informal processes in connection with transactions with related persons. For example, the Company’s legal staff is primarily responsible for the development of processes to obtain information from the directors and executive officers with respect to related person transactions and for determining, based on the facts and circumstances, whether the related person has a direct or indirect material interest in the transaction. In addition, all of our employees, executive officers and directors are required to disclose any conflicts of interest in an annual certification reviewed by our Legal Department. After disclosure, some conflicts of interest may be resolved through implementing appropriate controls for our protection. Depending on the identity of the officer or employee involved in a transaction creating a potential conflict of interest, the conflict of interest may be resolved by the Company’s legal staff or may be referred to the Audit Committee. Where an appropriately disclosed conflict of interest is minor and not likely to adversely impact us, we may consent to the activity. Such consent may be subject to appropriate controls intended to ensure that transaction as implemented is not adverse to the Company. In other cases where appropriate controls are not feasible, the person involved will be requested not to enter into, or to discontinue, the relevant transaction or relationship. If a potential conflict arises concerning a director or officer of the Company, the potential conflict is disclosed to the Chair of the Audit Committee of the Board for review and disposition. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the annual proxy statement. During fiscal 2019, the Company engaged KPMG to perform certain tax consulting work, paying KPMG approximately $178,000. The spouse of Mr. Kesler,Employee, Officer and Director Hedging
Under our Chief Financial Officer, is a partner at KPMG. Mr. Kesler’s spouse did not work on any Company matters, and the Company’s Vice President – Tax was the project coordinator for this work. Prior approval of this engagement was obtained in accordance with our code of conduct. Also during fiscal 2019, the Company’s Tulsa Cement operations paid ACG Materials approximately $340,000 for natural gypsum (a raw material used in the cement manufacturing process). ACG Materials has supplied natural gypsum to the Company’s Tulsa Cement operations for several years pursuant to a supply contract. In December 2018, ACG Materials was acquired by Arcosa, Inc. The son of Mr. Essl, our Executive Vice President – Cement, is the President of Construction Products at Arcosa, Inc. Neither Mr. Essl nor his son were involved in the negotiation of the supply contract nor is Mr. Essl involved in the ongoing supply relationship between Tulsa Cement and ACG Materials.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requiresinsider trading policy, the Company’s directors, and executive officers and persons who beneficially own more than 10%employees are prohibited from engaging in speculative transactions in the Company’s securities. The transactions specifically addressed in the policy are:
publicly traded options (examples include puts, calls and other derivative securities involving Company securities, on an exchange or in any other organized market); short sales (which evidence an expectation on the part of the seller that the securities will decline in value and signal to the market a registered classlack of confidence in the Company’s short-term prospects); and hedging transactions (examples include zero-cost collars and forward sale contracts, which allow a holder to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential upside appreciation in the stock—creating a potential mis-alignment with the objectives of the Company’s equity securities, to file initial reports of ownership, reports of changes in ownership and annual reports of ownership with the SEC and the NYSE. These persons are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file with the SEC. Based solely on our review of the copies of such forms we received with respect to fiscal 2019 or written representations from certain reporting persons, the Company believes that its directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, have complied with all filing requirements of Section 16(a) for fiscal 2019 applicable to such persons.other stockholders).
Code of Conduct The Company’s code of conduct, The Eagle Way, applies to all of the Company’s employees, including the Company’s officers. The Eagle Way also applies to the Board of Directors. The Company’s code of conduct is designed to deter wrongdoing and to promote: honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; ● | | honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; |
compliance with applicable governmental laws, rules and regulations; ● | | compliance with applicable governmental laws, rules and regulations; |
the prompt internal reporting of violations of the code of conduct to an appropriate person or persons identified in the code of conduct; and ● | | the prompt internal reporting of violations of the code of conduct to an appropriate person or persons identified in the code of conduct; and |
accountability for adherence to the code of conduct. ● | | accountability for adherence to the code of conduct. |
All of the Company’s employees and directors are required to certify to the Company, on an annual basis, that they have complied with the Company’s code of conduct without exception or, if they have not so complied, to list the exceptions. The Company has posted the text of its code of conduct on its Internet website atwww.eaglematerials.com (click on “Investor Relations”, then on “Corporate Governance”, then on “The Eagle Way” under the heading “Code of Ethics”). Additionally, the Company will provide without charge a copy of the code of conduct to any person upon written request to our Secretary at our principal executive office.office
Eagle Materials Inc. * 2022 PROXY STATEMENT 47
PROPOSAL NO. 2: ADVISORY VOTE ON COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS We are seeking your advisory vote approving the compensation paid to our named executive officers as disclosed in this proxy statement. We believe the structure of our executive compensation programs promotes our business objectives and serves to motivate, attract and retain executive talent. We urge stockholders to read our “Compensation Discussion and Analysis” beginning on page 2122 of this proxy statement, which describes in more detail how our executive compensation policies and programs operate. We are seeking stockholder approval of the following advisory resolution:
| | | | | RESOLVED,that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related material disclosed in this Proxy Statement, is hereby approved by the stockholders of the Company on an advisory basis. |
Although the vote on this proposal is advisory and nonbinding, the Compensation Committee and the Board will review the results of the vote and consider them when making future determinations regarding our executive compensation programs. The affirmative vote of a majority of the votes cast by shares entitled to vote thereon is required for the approval of the foregoing resolution. Abstentions and brokernon-votes are not counted as votes cast, and therefore do not affect the approval of the resolution.
Recommendation of the Board Our Board of Directors recommends that holders of Common Stock vote “FOR” thenon-binding advisory resolution approving the compensation paid to our named executive officers. Eagle Materials Inc. * 2022 PROXY STATEMENT 48
PROPOSAL NO. 3: APPROVAL OF EXPECTED APPOINTMENT OF INDEPENDENT AUDITORS General Ernst & Young acted as our independent auditors to audit our books and records for fiscal year 2019,2022, and the Audit Committee expects to appoint Ernst & Young as our independent auditors for fiscal year 20202023 if its proposal for audit services is satisfactory. We believe the approval of this expected appointment is good corporate practice because the audit of our books and records is a matter of importance to our stockholders. If our stockholders do not support the expected appointment, our Audit Committee will consider that fact when determining whether or not to retain Ernst & Young, but still may elect to retain them. Even if the expected appointment is approved, the Audit Committee, in its discretion, may elect not to proceed with the appointment. Once it has appointed an auditor, our Audit Committee may elect to change the appointment at any time during the year if it determines that such a change would be in our best interests and the best interests of our stockholders. Representatives of Ernst & Young are expected to be present for the annual meeting, with the opportunity to make a statement if they choose to do so, and will be available to respond to appropriate questions from our stockholders. Recommendation of the Board Our Board of Directors recommends a vote “FOR” the approval of the expected appointment of Ernst & Young as the Company’s auditors for the fiscal year ending March 31, 2020.2023. Eagle Materials Inc. * 2022 PROXY STATEMENT 49
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS Ernst & Young LLP, which we refer to as Ernst & Young, audited the Company’s financial statements for the fiscal years ended March 31, 2017, 20182020, 2021 and 2019.2022. Ernst & Young reports directly to our Audit Committee. The Audit Committee has adopted policies and procedures forpre-approving all audit and permissiblenon-audit services performed by Ernst & Young. Under these policies, the Audit Committeepre-approves the use of audit and specific permissible audit-related andnon-audit services up to certain dollar limits. Other audit and permissiblenon-audit services that exceed a $50,000 threshold must bepre-approved separately by the Audit Committee, or, for such services that do not exceed $50,000, by a member of the Audit Committee. Any such member must report thepre-approval at the next Audit Committee meeting. In determining whether or not topre-approve services, the Audit Committee determines whether the service is a permissible service under the SEC’s rules, and, if permissible, the potential effect of such services on the independence of Ernst & Young. The following table sets forth the various fees for services provided to the Company by Ernst & Young in the fiscal years ended March 31, 20192022 and 2018,2021, all of which services have been approved by the Audit Committee: | | | | | | | | | | | | | | | | | | | | | Fiscal Year Ended
March 31, | | Audit Fees (1) | | | Audit Related Fees | | | Tax Fees | | | All Other Fees | | | Total | | | | | | | | | 2019 | | | $ 1,400,907 | | | | $ 105,000 | | | | $ 112,777 | | | | $ 2,000 | | | | $ 1,620,684 | | | | | | | | | 2018 | | | 1,222,600 | | | | 85,540 | | | | 111,567 | | | | $ 2,000 | | | | 1,421,707 | |
Fiscal Year Ended March 31, | | Audit Fees (1) | | | Audit Related Fees | | | Tax Fees | | | All Other Fees | | | Total | | 2022 | | $ | 1,736,000 | | | $ | 59,375 | | | $ | - | | | $ | 2,000 | | | $ | 1,797,375 | | 2021 | | | 1,646,735 | | | | 63,475 | | | | - | | | | 2,000 | | | | 1,712,210 | |
| (1) | Includes fees for the annual audit and quarterly reviews, accounting and financial reporting consultations regarding generally accepted accounting principles. |
Eagle Materials Inc. * 2022 PROXY STATEMENT 50
AUDIT COMMITTEECOMMITTEE REPORT To the Board of Directors of Eagle Materials Inc.: All of the Audit Committee members are independent as defined in the current NYSE listing standards and the applicable rules of the Securities Exchange Act of 1934, and Mr. Ellen is our “audit committee financial expert” within the meaning of the rules of the SEC. The Audit Committee charter sets forth the duties and responsibilities of the Audit Committee. The Audit Committee is primarily responsible for assisting the Board in fulfilling its responsibility to oversee the following: 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. Management has primary responsibility for the preparation of the financial statements, completeness and accuracy of financial reporting and the overall system of internal control over financial reporting. We have reviewed and discussed with management and the independent registered public accounting firm, Ernst & Young LLP, as appropriate, (1) the audited financial statements of Eagle Materials Inc. as of and for the fiscal year ended March 31, 20192022 and (2) management’s report on internal control over financial reporting and the independent registered accounting firm’s related opinions. We have discussed with Ernst & Young LLP the required communications specified by auditing standards, together with guidelines established by the SEC and the Sarbanes-Oxley Act, including the matters required to be discussed by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard No. 1301,Communication with Audit Committees. We have received and reviewed the written disclosures and the letter from Ernst & Young LLP required by the applicable requirements of the PCAOB concerning independence and have discussed with Ernst & Young LLP their independence. We have also considered whether Ernst & Young LLP’s provision ofnon-audit services to Eagle Materials Inc. and its affiliates is compatible with Ernst & Young LLP’s independence. Based on the reviews and discussions referred to above, we recommend to the Board of Directors that the financial statements referred to above be included in the Annual Report of Eagle Materials Inc. on Form10-K for the fiscal year ended March 31, 2019.2022. This report is furnished by the members of the Audit Committee as of May 23, 2019.20, 2022. Audit Committee Martin M. Ellen,Chairman Margot L. CarterMauro Gregorio
Mary P. Ricciardello Richard BeckwittR. Stewart This report of the Audit Committee does not constitute “soliciting material” and should not be deemed “filed” or incorporated by reference into any of the other Company filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company specifically requests that the information be treated as soliciting material or specifically incorporates this report by reference therein. Eagle Materials Inc. * 2022 PROXY STATEMENT 51
OTHER MATTERS WHICH MAY BE PRESENTED FOR ACTION AT THE MEETING Our Board of Directors does not intend to present for action at this annual meeting any matter other than those specifically set forth in the Notice of Annual Meeting of Stockholders. If any other matter is properly presented for action at the meeting, it is the intention of persons named in the proxy to vote thereon in accordance with their judgment pursuant to the discretionary authority conferred by the proxy. DELIVERY OF DOCUMENTS TO STOCKHOLDERS Pursuant to the rules of the SEC, the Company and services that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the proxy statement. Upon written or oral request, the Company will deliver a separate copy of the proxy statement to any stockholder at a shared address who wishes to receive separate copies of such documents in the future. Stockholders receiving multiple copies of such documents may likewise request that the Company deliver single copies of such documents in the future. Stockholders may notify the Company of their requests by calling or directing a written request to Eagle Materials Inc., Attention: James H. Graass,Matt Newby, Secretary, 5960 Berkshire Ln., Suite 900, Dallas, Texas 75225, (214)432-2000. DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS Next year’s annual meeting of stockholders is scheduled to be held on August 5, 2020.3, 2023. In order to be considered for inclusion in the Company’s proxy material for that meeting, stockholder proposals must be received at our executive offices, addressed to the attention of the Secretary, not later than February 27, 2020.24, 2023. For any proposal that is not submitted for inclusion in our proxy material for the 20202023 annual meeting of stockholders but is instead sought to be presented directly at that meeting, Rule14a-4(c) under the Exchange Act permits the Company’s management to exercise discretionary voting authority under proxies it solicits unless the Company is notified about the proposal on or before May 7, 2020,5, 2023, and the stockholder satisfies the other requirements of Rule14a-4(c). Our Bylaws provide that, to be considered at the 20202023 annual meeting, a stockholder proposal must be submitted in writing and received by our Secretary at the executive offices of the Company during the period beginning on February 7, 20204, 2023 and ending May 7, 2020,5, 2023, and must contain the information specified by and otherwise comply with our Bylaws. Any stockholder wishing to receive a copy of our Bylaws should direct a written request to our Secretary at the Company’s principal executive office. FORM10-K Stockholders entitled to vote at the meeting may obtain a copy of the Company’s Annual Report onForm 10-K for the fiscal year ended March 31, 2019,2022, including the financial statements required to be filed with the SEC, without charge, upon written or oral request to Eagle Materials Inc., Attention: James H. Graass,Matt Newby, Secretary, 5960 Berkshire Ln., Suite 900, Dallas, Texas 75225, (214)432-2000. | | | By Order of the Board of Directors | | | | | | JAMES H. GRAASS
| MATT NEWBY | | | Executive Vice President, General Counsel and Secretary | | | | Dallas, Texas | | | June 24, 2022 | | |
Dallas, Texas
June 27, 2019
Eagle Materials Inc. * 2022 PROXY STATEMENT 52
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE 0000573106_1 R1.0.0.24 EAGLE MATERIALS INC INC. 5960 Berkshire Lane, SuiteBERKSHIRE LANE, SUITE 900 Dallas, DALLAS, TX 75225
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 08/05/201904/2022 for shares held directly and by 11:59 P.M. ET on 08/01/2019 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 08/05/201904/2022 for shares held directly and by 11:59 P.M. ET on 08/01/2019 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For Against Abstain 1a. George J. Damiris 1b. Martin M. Ellen 1c. David B. Powers The Board of Directors recommends you vote FOR proposals 2 and 3. For Against Abstain 2. Advisory resolution regarding the compensation of our named executive officers. 3. To approve the expected appointment of Ernst & Young LLP as independent auditors for fiscal year 2023. NOTE: THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PROXIES NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION. BY EXECUTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES PRIOR PROXIES RELATING TO THE MEETING. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | | | | | | | | | | | | | | The Board of Directors recommends you vote FOR the following:
| | | | | | | | | | | | | | 1. | | Election of Directors | | | | | | | | | | | | | | | | | | | | Nominees | | | | For | | Against | | Abstain | | | | | | | | | | 1A | | George J. Damiris | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1B | | Martin M. Ellen | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | 1C | | David B. Powers | | | | ☐ | | ☐ | | ☐ | | | | | | | | The Board of Directors recommends you vote FOR proposals 2 and 3. | | For | | Against | | Abstain | | | | | | | | | 2. | | Advisory resolution regarding the compensation of our named executive officers. | | ☐ | | ☐ | | ☐ | | | | | | | | | 3. | | To approve the expected appointment of Ernst & Young LLP as independent auditors for fiscal year 2020. | | ☐ | | ☐ | | ☐ |
| | | | | | | | | | | | | | NOTE:THE SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2 AND 3. IF ANY OTHER MATTERS PROPERLY COME BEFORE THE MEETING, THE PROXIES NAMED IN THIS PROXY WILL VOTE IN THEIR DISCRETION. BY EXECUTING THIS PROXY, THE UNDERSIGNED HEREBY REVOKES PRIOR PROXIES RELATING TO THE MEETING.
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| | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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0000573106_2 R1.0.0.24 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement, Annual Report is/ are available atwww.proxyvote.com. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — EAGLE MATERIALS INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF STOCKHOLDERS August 5, 2022 The undersigned hereby appoints Matt Newby and Michael R. Haack, or either of them, as proxies, each with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Eagle Materials Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m., local time, on Friday, August 5, 2022 at Hilton Dallas Park Cities, 5954 Luther Lane, Dallas, Texas 75225, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING. By execution of this proxy, the undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the August 5, 2022 Annual Meeting. *For address changes, please contact our transfer agent, Computershare Shareowner Services LLC, at 1-800-279-1248. Continued and to be signed on reverse side
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| | | | EAGLE MATERIALS INC.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS
August 6, 2019
The undersigned hereby appoints James H. Graass and Michael Haack, or either of them, as proxies, each with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Eagle Materials Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held at 8:00 a.m., local time, on Tuesday, August 6, 2019 at Arlington Hall at Oak Lawn Park, 3333 Turtle Creek Blvd., Dallas, Texas 75219, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE STOCKHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSALS 2 AND 3. THE PROXIES WILL USE THEIR DISCRETION WITH RESPECT TO ANY OTHER MATTERS THAT PROPERLY COME BEFORE THE MEETING.
By execution of this proxy, the undersigned hereby acknowledges receipt of the Notice of Annual Meeting and Proxy Statement for the August 6, 2019 Annual Meeting.
*For address changes, please contact our transfer agent, Computershare Shareowner Services LLC, at 1-800-279-1248.
Continued and to be signed on reverse side
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Career Highlights: Mr. Powers 
Career Highlights: In January 
Career Highlights: In 2002, Ms. Ricciardello retired after a 20-year career with Reliant Energy Inc., a leading independent power producer and marketer. She served in various financial management positions with the company, including Comptroller, Vice President and most recently Senior Vice President and Chief Accounting Officer. Ms. Ricciardello served as a director of Devon Energy from 2007 to January 2021. She also served on the Noble Corporation board from 2003 until May 2020 and as a director of EnLink Midstream from 2014 until 2018. She served on the board of U.S. Concrete, Inc. from 2003 until 2010. Ms. Ricciardello currently sits on the advisory board of the NACD TriCities Chapter (Houston).
Career Highlights: From 1998 until 2006 Mr. Stewart served as President and CEO of GE Aero Energy, a division of GE Power Systems and as an officer of General Electric Company. Mr. Stewart retired from General Electric in 2006. Mr. Stewart’s career at General Electric began in 1998 as a result of General Electric’s acquisition of the gas turbine business of Stewart & Stevenson Services, Inc. Mr. Stewart began his career at Stewart & Stevenson in 1972 and while at Stewart & Stevenson served in various positions including as Group President and member of the board of directors. Mr. Stewart also served as a director of Plug Power Inc. from July of 2003 to March of 2006. Mr. Stewart was a director of Lufkin Industries, Inc. from 2009 until its acquisition by GE Oil & Gas in 2013 and served a director of Exterran Corp. from 2015 to 2018.
