Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
Information responsive to Item 5.02(e):
On May 17, 2018, the Compensation Committee approved the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year
2019 (Eagle Plan), a copy of which is attached to this Report as Exhibit 10.1 and incorporated herein by reference. Under the terms of the Eagle Plan, a pool of 1.4% of the Companys operating earnings for fiscal 2019 will be
available to pay annual bonuses to participating officers, subject to reduction based on individual performance in fiscal 2019. The Compensation Committee also determined the applicable percentage of the bonus pool available for payment of the
annual incentive bonus to the named executive officers participating in the Eagle Plan (David B. Powers, President and Chief Executive Officer, 24.0%; Michael Haack, Executive Vice President and Chief Operating Officer, 17.0%; D. Craig Kesler,
Executive Vice President Finance and Administration and Chief Financial Officer, 15.8%; Robert S. Stewart, Executive Vice President Strategy, Corporate Development and Communications, 15.8%; and James H. Graass, Executive Vice
President, General Counsel and Secretary, 15.8%).
The Compensation Committee also approved the Eagle Materials Inc. Special Situation
Program for Fiscal Year 2019 (the SSP), a copy of which is attached to this Report as Exhibit 10.2 and incorporated herein by reference. Under the terms of the SSP, a pool of 0.2% of the Companys EBITDA for fiscal 2019, plus any
portions of bonus pools under the Eagle Plan, the divisional plans and subsidiary long-term compensation plans not paid out or earned, are available to pay annual bonuses to participating employees from the SSP.
Also on May 17, 2018, the Compensation Committee, as part of its annual compensation review, approved long-term incentive equity awards
under the Eagle Materials Inc. Amended and Restated Incentive Plan (Incentive Plan) to a group of the Companys officers, including its named executive officers. The awards are comprised of performance vesting stock options,
performance vesting restricted stock, time vesting stock options and time vesting restricted stock. Each of the Companys current named executive officers was granted stock options and/or restricted stock as a part of this award.
In order for the performance vesting stock options and restricted stock to be earned, the Company must achieve a performance vesting criterion
based on the Companys average return on equity measured at the end of fiscal 2019.
One-fourth
of any earned stock options and restricted stock will vest immediately and
one-fourth
on each of the next three fiscal year-ends (assuming continued service by the relevant officer). Any stock options or restricted stock that are not earned at the end of fiscal 2019 upon the
determination of the achievement of the performance vesting criterion will be forfeited. The terms and conditions of the performance vesting stock options and restricted stock will be substantially the same as awards made in fiscal 2018. As in the
case of prior equity awards, the stock options and restricted stock will also vest upon a change in control of the Company.
The time
vesting stock options and restricted stock will vest ratably over the four fiscal year-ends following the date of grant (assuming continued service by the relevant officer). The terms and conditions of the stock options and restricted stock will be
substantially the same as previous time vesting equity awards. As in the case of prior equity awards, the time vesting stock options and restricted stock will also vest upon a change in control of the Company.
In accordance with the terms of the Companys Incentive Plan, the exercise price of the stock options (whether time vesting or
performance vesting) is the closing price of the Companys Common Stock on the date of grant, May 17, 2018 ($106.24). The following table shows the stock options and restricted stock granted to each of the Companys named executive
officers effective May 17, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
James H. Graass
|
|
|
|
|
|
|
4,519
|
|
|
|
|
|
|
|
3,766
|
|