DEF 14A of Eagle Materials Inc, Jun 23, 2025

DEF 14A of Eagle Materials Inc

Filed Jun 23, 2025 · FY20250000950170-25-088983

Open on EDGAR

  1. Election of Directors and Related Matters

    Election of Directors and Related Matters

  2. Director Qualifications and Biographies

    Director Qualifications and Biographies Set forth below is information about the nominees standing for election at our 2025 annual meeting, as well as our continuing directors whose terms of office do not expire at such annual meeting. The biographical information appearing below regarding the nominees for director and continuing directors has been furnished to us by the respective nominees and directors. Also included below is a brief description of how each individual’s experience qualifies him or her to serve as a director of the Company.

  3. Director Qualifications and Biographies

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 8 |

  4. (Class I Directors)

    (Class I Directors)

  5. (Class I Directors)

    | George J. Damiris | Experience | | Retired President and Chief Executive Officer, HollyFrontier Corporation Holly Energy Partners, L.P. Age: 65 Director since: 2016 Independent Committee Membership: • Compensation (Chair) | • President and Chief Executive Officer, HollyFrontier Corporation and Holly Energy Partners, L.P. (2016-2019) • Executive Vice President and Chief Operating Officer, HollyFrontier Corporation (2014-2016) • Senior Vice President, Supply and Marketing, HollyFrontier Corporation (2008-2014) • Vice President, Corporate Development, HollyFrontier Corporation (2007-2008) • President, INVISTA Intermediates, Koch Industries, Inc. (2004-2007) • Managing Director, Koch Capital Markets, Koch Industries, Inc. (2001-2004) • Vice President, Koch Refining Company, Koch Industries, Inc. (1997-2001) • Vice President, Koch Chemical, Koch Industries, Inc. (1994-1997) • President, Koch Gas Services, Koch Industries, Inc. (1991-1994) • Manager – Commercial Development, Koch Petroleum Group, Koch Industries, Inc. (1989-1991) | | | Qualifications and Expertise Provided to Our Board | | | • Deep business leadership experience, including commercial and operational oversight of a regulated heavy industrial business | | | • Extensive public company leadership experience, including strategic planning, capital allocation, compensation programs, succession planning, governance, investor and other stakeholder relations | | | • Proven business development experience identifying, evaluating, executing and integrating various mergers, acquisitions, divestitures and capital projects | | | Other Boards | | | • MRC Global Inc. (NYSE: MRC) (2021-present) | | | • HollyFrontier Corporation (NYSE: HFC) (2015-2019) | | | • Holly Energy Partners, L.P. (NYSE: HEP) (2016-2019) | | | • Petroleum Service Corporation (2021-2024) | | | Education and Certifications | | | • B.S., Chemical Engineering, Case Western Reserve University | | | • M.B.A., Case Western Reserve University |

  6. (Class I Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 9 |

  7. (Class I Directors)

    | Martin M. Ellen | Experience | | Retired Chief Financial Officer and Executive Vice President, Dr Pepper Snapple Group, Inc. Age: 71 Director since: 2013 Independent Committee Membership: • Audit (Chair) | • Chief Financial Officer and Executive Vice President, Dr Pepper Snapple Group, Inc. (NYSE: DPS) (2010-2018) • Chief Financial Officer and Senior Vice President – Finance, Snap-on Inc. (NYSE: SNAP) (2002-2010) • Vice President and Chief Financial Officer, Cabot Microelectronics Corporation (NTSE: CBT) (2001-2002) • Senior Vice President and Chief Financial Officer, Whitman Corporation (NYSE: PAS) (1998-2001) • Chief Financial Officer of two Caremark divisions (Home Healthcare and Physician Practice Management) (1992-1998) • Chief Financial Officer, Sun Electric Corp. (1988-1992) • Chief Financial Officer, D&K Financial Corp. (1984-1988) • Senior Audit Manager, Price Waterhouse (1975-1984) | | | Qualifications and Expertise Provided to Our Board | | | • Rigorous accounting, tax, treasury, audit, information technology and business development experience and knowledge gained from over 30 years serving as chief financial officer with public and private companies and prior experience with a major public accounting firm | | | • As Chief Financial Officer, extensive executive, leadership and operational experience in strategic planning, risk oversight, executive compensation, lean and six sigma process improvement methodologies and environmental, social and governance issues | | | • Extensive M&A and business development experience gained through principal involvement in over $40 billion of acquisitions and divestitures internationally | | | Education and Certifications | | | • B.S., Accounting, University of Illinois Urbana-Champaign | | | • M.B.A., J.L. Kellogg Graduate School of Business, Northwestern University | | | • Certified Public Accountant | | | • Instructor, Business Leadership Center, Southern Methodist University, Cox School of Business |

  8. (Class I Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 10 |

  9. (Class I Directors)

    | David Rush | Experience | | Retired President and Chief Executive Officer, Builders FirstSource, Inc. Age: 62 Director since: 2025 Independent Committee Membership: • Audit (appointed May 2025) • Compensation (appointed May 2025) | • President and Chief Executive Officer, Builders FirstSource, Inc. (NYSE: BLDR) (2023-2024) • Interim Chief Executive Officer, Builders FirstSource, Inc. (2022-2023) • Executive Vice President, Strategic Management Office, Builders FirstSource, Inc. (2022-2022) • Executive Vice President, Integration Management Office, Builders FirstSource, Inc. (2021-2022) • Senior Vice President and Regional Chief Operating Officer, East, Builders FirstSource, Inc. (2018-2021) • Senior Vice President, Strategy and Business Development, Builders FirstSource, Inc. (2017-2018) • Senior Vice President, Integration, Builders FirstSource, Inc. (2015-2017) • Area Vice President, South Carolina, North Carolina and Tennessee, Builders FirstSource, Inc. (2003-2015) • Vice President, Finance, Builders FirstSource, Inc. (1999-2003) • Chief Financial Officer, Bojangles Inc. (1998-1999) | | | Qualifications and Expertise Provided to Our Board | | | • Previous President and CEO of publicly traded Fortune 500 company | | | • Current member of Board of Directors of Builders FirstSource | | | • Various senior management financial roles throughout his 40-year career | | | Other Boards | | | • Builders FirstSource, Inc. (NYSE: BLDR) (2022-present) | | | Education and Certifications | | | • B.A., Accounting, University of North Carolina at Chapel Hill |

  10. (Class I Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 11 |

  11. Continuing Directors Whose Terms Expire at our 2026 Annual Meeting

    Continuing Directors Whose Terms Expire at our 2026 Annual Meeting

  12. (Class II Directors)

    (Class II Directors)

  13. (Class II Directors)

    | Margot L. Carter | Experience | | President and Founder, Living Mountain Capital L.L.C. Age: 57 Director since: 2017 Independent Committee Membership: • Compensation • Corporate Governance, Nominating and Sustainability • Former Member of the Audit Committee | • President, Living Mountain Capital L.L.C., a business advisory consulting firm she founded in 1998. She advises and invests in companies, including Cien.ai, a cloud-based digital AI sales intelligence business, which she co-founded in 2016 • Executive Vice President, Chief Legal Officer and Secretary, RealPage, Inc. (Nasdaq: RP), a leading global software and data analytics company for the real estate industry (2010-2015) • Executive Vice President and General Counsel, The Princeton Review, Inc. (Nasdaq: TPR) (2004-2007) • Executive Vice President, General Counsel and Executive Managing Director, Soundview Technology Group, Inc. (Nasdaq: SNDV) (2003-2004) • Assistant General Counsel, Cantor Fitzgerald and eSpeed, Inc. (Nasdaq: ESPD) (2001-2003) • Executive Vice President, General Counsel and Secretary, SourceHOV (Nasdaq: FYII) (1996-2000) • Corporate Finance Attorney, Morgan Lewis & Bockius (1991-1996) | | | Qualifications and Expertise Provided to Our Board | | | • Proven executive and leadership experience, including as a C-suite executive and director of public companies, providing broad insight into the dynamics of a corporate board, strategic planning, risk oversight and human capital, executive compensation and environmental, social and governance issues | | | • Deep M&A and business development experience gained through multiple acquisitions throughout her career, including while at RealPage (which she took public) and through the sale of businesses (The Princeton Review’s sale to Bain Capital Ventures and Soundview Technology Group’s sale to The Charles Schwab Corporation) | | | • Industry knowledge gained through service as presiding independent director of Installed Building Products and as a director of Interior Logic Group through its sale to Blackstone | | | • Rigorous financial discipline as a former member of our Audit Committee and as a member of IBP’s audit committee | | | Other Boards | | | • Tyler Technologies, Inc. (NYSE: TYL) (2024-present) | | | • Installed Building Products, Inc. (NYSE: IBP) – Presiding Independent Director, Chair of Nominating and Governance Committee and member of the Audit Committee (2014-present) | | | • North Texas Chapter of National Association of Corporate Directors, Chair Emeritus; Chair (2022-2023) | | | • Interior Logic Group Holdings, Inc. (2017-2021) | | | Education and Certifications | | | • B.A., Economics and History, Binghamton University | | | • J.D., Fordham University School of Law | | | • NACD Directorship Certified (NACD.DC) |

  14. (Class II Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 12 |

  15. (Class II Directors)

    | Michael R. Nicolais | Experience | | Managing Partner, Roble Drive Investment Company Age: 67 Director since: 2001 Independent Chairman of the Board since 2019 Committee Membership: • Executive • Compensation • Former Chairman of the Corporate Governance and Nominating Committee | • Managing Director, Roble Drive Investment Company, a private investment firm he founded in 2020 (2020-present) • Vice Chairman and Chief Executive Officer, Highlander Partners L.P. (2017-2019) • President, Highlander Partners, L.P. (2004-2016) • Managing Director, Stephens, Inc. (2002-2004) • Partner, Olivhan Investments, L.P. (2001-2002) • Managing Director, Investment Banking Division, Donaldson, Lufkin & Jenrette Securities Corporation (1986-2000) | | | Qualifications and Expertise Provided to Our Board | | | • Deep knowledge of capital markets, financial analysis and financial oversight experience gained through his work as an investment banker and investment manager | | | • Extensive experience as a director of portfolio companies, including with respect to financial, operational and executive compensation matters | | | • Extensive mergers and acquisitions experience gained through numerous acquisitions, investments and divestitures | | | Other Boards | | | • Hi-Tech Systems, LLC (2022-present) | | | • University of Puget Sound, Trustee (2018-2020) | | | • Bevolution Corp (2016-2019) | | | • Twitchell Corp. (2016-2019) | | | • FDL Ltd. (2017-2019) | | | • Biamp, Inc. (2017-2019) | | | Education and Certifications | | | • B.A., Economics, Wake Forest University | | | • M.B.A., The Wharton School, University of Pennsylvania |

  16. (Class II Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 13 |

  17. (Class II Directors)

    | Mary P. Ricciardello | Experience | | Retired Senior Vice President and Chief Accounting Officer, Reliant Energy Inc. Age: 69 Independent Director since: 2020 Committee Membership: • Audit • Corporate Governance, Nominating and Sustainability | • Senior Vice President and Chief Accounting Officer, Reliant Energy Inc. (1999-2002) • Vice President and Comptroller, Reliant Energy Inc. (1996-1999) • Comptroller, Reliant Energy Inc. (1993-1996) • Assistant Treasurer and Assistant Corporate Secretary, Houston Lighting & Power Company (1991-1993) • Manager, Financial Services, Houston Lighting & Power Company (1986 -1990) | | | Qualifications and Expertise Provided to Our Board | | | • Rigorous accounting, corporate finance, tax and financial experience gained as an executive officer and board member of public and private entities | | | • Deep experience and knowledge acquired as an executive officer and board member, including with respect to strategic planning, corporate governance, strategic transactions, executive compensation, and environmental and social matters | | | • M&A and business development experience gained through large acquisitions and divestitures (domestic and international) | | | Other Boards | | | • ProPetro Holding Corp. (NYSE: PUMP) (2023-present) | | | • Devon Energy (NYSE: DVN) (2008-2021) | | | • Noble Corporation (NYSE: NE) (2003-2020) | | | • EnLink Midstream (NYSE: ENLC) (2014-2018) | | | • Midstates Petroleum (NYSE: MPO) (2010-2013) | | | • U.S. Concrete (Nasdaq: RMIX) (2003-2010) | | | • TriCities Chapter (Houston) of National Association of Corporate Directors, Board Leadership Fellow | | | • University of Saint Thomas (2012-2017), Executive Committee Member, Audit and Finance Committee Chairperson | | | • Galveston/Houston Catholic Endowment Foundation (2003-2012), Vice President and Assistant Treasurer, Executive Committee, Finance Committee | | | Education and Certifications | | | • B.B.A., University of South Dakota | | | • M.B.A., (Finance), University of Houston | | | • Licensed Certified Public Accountant | | | • CERT Certificate in Cybersecurity, Carnegie Mellon University (2017) |

  18. (Class II Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 14 |

  19. Continuing Directors Whose Terms Expire at our 2027 Annual Meeting

    Continuing Directors Whose Terms Expire at our 2027 Annual Meeting

  20. (Class III Directors)

    (Class III Directors)

  21. (Class III Directors)

    | Rick Beckwitt | Experience | | Retired Co-Chief Executive Officer and Co-President, Lennar Corporation Age: 66 Director since: 2014 Independent Committee Membership: • Corporate Governance, Nominating and Sustainability (Chair) • Former Member of the Audit Committee | • Co-Chief Executive Officer and Co-President, Lennar Corporation (2020-2023) • Chief Executive Officer, Lennar Corporation (2018-2020) • President, Lennar Corporation (2011-2018) • Executive Vice President, Lennar Corporation (2006-2011) • Owner and Principal, EVP Capital, L.P., a venture capital and real estate advisory company (2000-2003) • Executive officer roles, including President, D.R. Horton (1993-2000) • Mergers and Acquisitions and Corporate Finance Departments, Lehman Brothers (1986-1993) | | | Qualifications and Expertise Provided to Our Board | | | • Deep knowledge of the homebuilding and real estate industries gained through executive roles leading, managing, operating and growing the two largest homebuilding companies in the United States | | | • Extensive executive, leadership and operational experience, including as the Chief Executive Officer and as a director, providing broad insight into the dynamics of a corporate board | | | • Strategic planning, risk oversight, human capital, executive development, succession planning and compensation matters, and environmental, social, regulatory and governance issues | | | • M&A, corporate finance and business development experience gained through numerous acquisitions undertaken by Lennar and D.R. Horton and through his experience as an investment banker | | | Other Boards | | | • Ferguson Enterprises Inc. (NYSE: FERG) (2024-present) | | | • Lennar Corporation (NYSE: LEN) – Director (2018-2023) | | | • Five Point Holdings (NYSE: FPH) – Director (2016-2020) | | | • D.R. Horton (NYSE: DHI) – Director (1993-2003) | | | Education and Certifications | | | • B.A., Psychology, Claremont McKenna College |

  22. (Class III Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 15 |

  23. (Class III Directors)

    | Mauro Gregorio | Experience | | Retired President - Performance Materials and Coatings Division, Dow Inc. Age: 62 Director since: 2021 Independent Committee Membership: • Audit • Corporate Governance, Nominating and Sustainability | • President – Performance Materials and Coatings, Dow Inc. (2020-2024) • Executive Oversight for Latin America, Dow Inc. (2019-2024) • CEO – Dow Silicone Corporation f/k/a Dow Corning (2016-2024) • President – Dow Consumer Solutions, Dow Inc. (2016-2020) • President – Feedstocks and Energy Business, Dow Inc. (2012-2016) • Commercial Vice President – EMEA and North America, Dow Inc. (2009-2012) | | | Qualifications and Expertise Provided to Our Board | | | • Executive leadership experience as an officer at a Fortune 100 Company (Dow) leading multi-billion-dollar global business divisions | | | • Extensive executive business management experience acquired through several leadership assignments that included supply chain, commercial, innovation and large M&A transactions | | | • Deep global business leadership experience, including through international assignments in Europe and Latin America and JV board service in Asia and the Middle East | | | • Breadth of business management experience from industrial commodity to specialty-oriented businesses, building inclusive growth-oriented teams | | | • Implementation of leading-edge sustainability projects addressing greenhouse gas emissions and energy transition | | | Other Boards | | | • Radius Recycling, Inc. (Nasdaq: RDUS) (2024-present) • My Michigan Health Foundation Board Vice Chair (2020-present) | | | • Chairman USA Delegation of USA-Brazil CEO Forum (2019-2024) | | | • United Way (Great Lakes Bay Region) (2016-2022) | | | • Northwood University (2017-2020) | | | • Several Dow JVs (Korea, Japan, Kuwait, Brazil, USA) | | | Education and Certifications | | | • B.S., Chemical Engineering, Escola de Engenharia Maua, Brazil | | | • M.B.A., Northwood University | | | • LCDA (Latino Corporate Directors Association) BoardReady Institute (BRI) program in board governance excellence | | | • No. 1 Executive on the Yahoo Finance Empower Top 100 Ethnic Minority Senior Business Leader Role Models (2020) – Top 10 Awardee in 2021-2023 |

  24. (Class III Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 16 |

  25. (Class III Directors)

    | Michael R. Haack | Experience | | President and Chief Executive Officer, Eagle Materials Inc. Age: 52 Director since: 2019 Committee Membership: • Executive | • President and Chief Executive Officer, Eagle Materials Inc. (2019-present) • President and Chief Operating Officer, Eagle Materials Inc. (2018-2019) • Executive Vice President and Chief Operating Officer, Eagle Materials Inc. (2014-2018) • Global Operations Manager, Sperry Drilling, Halliburton Energy Services (2014) • Principal Global Strategic Business Manager, Sperry Drilling, Halliburton Energy Services (2013-2014) • Senior Northern Region Manager, Sperry Drilling, Halliburton Energy Services (2010-2013) • Senior Country Manager (Norway), Sperry Drilling, Halliburton Energy Services (2008-2010) | | | Qualifications and Expertise Provided to Our Board | | | • Extensive knowledge of the Company’s operations | | | • Executive, operational, supply chain and strategic planning experience gained in manufacturing and heavy industry over the past 20 years | | | • Mergers and acquisitions experience, including divestitures and integration of acquired businesses | | | • Deep engineering and environmental experience gained in heavy industry | | | • Extensive international experience living and managing operations in foreign countries and managing remote operations globally for Halliburton, bringing a global view to decision-making and strategy | | | • Extensive experience managing large operations – $3.6 billion in revenue, 8,000+ personnel with extensive network of facilities globally | | | • Deep commitment and experience with establishing safety cultures, processes and procedures to enable operations to run more safely with reduced impact on the environment | | | Other Boards | | | • Concrete Advancement Foundation Trustee (2025-present) • Member of the Texas A&M University Industrial Engineering Advisory Council (2002-present) | | | Education and Certifications | | | • B.S., Industrial Engineering, Purdue University | | | • M.S., Industrial Engineering, Texas A&M University | | | • M.B.A., Rice University |

  26. (Class III Directors)

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 17 |

  27. Director Compensation

    Director Compensation Director compensation for the 12-month period from August 2024 through July 2025 was approved by our Board of Directors in August 2024 and was unchanged from the compensation program in effect for the preceding one-year period. The Board adopted a director compensation structure in which directors who are not employees of the Company or any of our subsidiaries received compensation for their services during the 12-month period from August 2024 through July 2025 by electing one of the following two compensation package alternatives: (1) total compensation valued at $230,000, of which $105,000 is paid in cash fees and the remainder is provided in the form of an equity grant valued at $125,000; or (2) an equity grant valued at $261,500. The value of the equity grant under either alternative is allocated between restricted stock and options to purchase Common Stock (based upon the recommendation of the Compensation Committee, which was based in part on the stated preference of the recipient) with respect to each non-employee director. In accordance with the terms of the Eagle Materials Inc. 2023 Equity Incentive Plan (“2023 Incentive Plan”) the exercise price of stock options is set at the closing price of the Common Stock on the NYSE on the date of grant. The number of option shares granted is determined as of the date of the grant by using the Black-Scholes method. All options granted to directors in August 2024 have a ten-year term but are subject to vesting requirements, with the options becoming fully vested (exercisable) on the earliest to occur of (i) the one-year anniversary of the date of grant; (ii) the next annual meeting of the Company’s stockholders, which is at least 50 weeks after the immediately preceding year’s annual meeting; (iii) the recipient’s retirement from the Board in accordance with the Company’s director retirement policy, or earlier under such terms and conditions as approved by the Compensation Committee; (iv) the recipient’s disability as determined by the Compensation Committee; or (v) the recipient’s death. The number of shares of restricted stock is determined as of the date of grant using the closing price of the Common Stock on the NYSE on the date of grant. The restricted stock granted to directors in August 2024 is subject to vesting requirements, with the shares becoming fully vested (unrestricted) on the earliest to occur of (i) the one-year anniversary of the date of grant; (ii) the next annual meeting of the Company’s stockholders, which is at least 50 weeks after the immediately preceding year’s annual meeting; (iii) the recipient’s retirement from the Board in accordance with the Company’s director retirement policy, or earlier under such terms and conditions as approved by the Compensation Committee; (iv) the recipient’s disability as determined by the Compensation Committee; or (v) the recipient’s death. During the restriction period the director will have the right to vote the shares. In addition, upon the vesting of the underlying shares, the director will also be entitled to accrued cash dividends with respect to such shares that were paid to holders of Common Stock during the restriction period. Non-employee directors who chair committees of the Board of Directors receive additional annual compensation. The chairs of the Audit Committee, Compensation Committee and Governance Committee each receive a fee of $20,000 per year. The Chairman of the Board received an additional fee of $125,000 during the past year. Chairpersons who choose compensation package alternative one (part equity and part cash) receive this additional compensation in the form of cash. Chairpersons who choose compensation package alternative two (all equity) receive this additional compensation in the form of equity, in which case a 30% premium is added to such fees when valuing the equity to be received by such chairperson. In certain prior years, equity grants were in some cases made in the form of restricted stock units, which we refer to as “RSUs.” In the case of non-employee directors who hold unvested RSUs (which currently only includes Mr. Nicolais), these directors will receive dividend equivalent units as and when the Company pays a cash dividend on the Common Stock in accordance with the terms of the RSUs. All directors are reimbursed for reasonable expenses of attending meetings.

  28. Director Compensation

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 19 |

  29. Non-Employee Director Compensation for Fiscal Year 2025

    Non-Employee Director Compensation for Fiscal Year 2025 The table below summarizes the compensation paid by the Company to our non-employee directors for the fiscal year ended March 31, 2025. Mr. Haack served as a director for the fiscal year ended March 31, 2025 but did not receive any additional compensation for such service, and his compensation as our Chief Executive Officer is included in the Fiscal 2025 Summary Compensation Table found in the Executive Compensation section of this proxy statement.

  30. Non-Employee Director Compensation for Fiscal Year 2025

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Total ($) | | Rick Beckwitt(3) | — | 287,936 | — | 287,936 | | Margot L. Carter(4) | 70,000 | 125,122 | — | 195,122 | | George J. Damiris(5) | — | 287,936 | — | 287,936 | | Martin M. Ellen(6) | 125,000 | 125,122 | — | 250,122 | | Mauro Gregorio(7) | — | 261,760 | — | 261,760 | | Michael R. Nicolais(8) | — | 318,301 | 106,149 | 424,450 | | David B. Powers(4) | 105,000 | 125,122 | — | 230,122 | | Mary P. Ricciardello(7) | — | 196,320 | 65,416 | 261,736 | | Richard R. Stewart(4) | 105,000 | 125,122 | — | 230,122 |

  31. Non-Employee Director Compensation for Fiscal Year 2025

    (1) The amounts in this column reflect the value of restricted stock awards made to the directors in the fiscal year ended March 31, 2025 and are consistent with the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Certification ("FASB ASC") Topic 718. For assumptions used in determining these values, refer to footnote (K) to the Company’s audited financial statements for the fiscal year ended March 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on May 20, 2025 (“Fiscal 2025 Form 10-K”). (2) The amounts in this column reflect the value of option awards made to the directors in the fiscal year ended March 31, 2024 and are consistent with the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to footnote (K) to the Company’s audited financial statements for the fiscal year ended March 31, 2025, included in the Fiscal 2025 Form 10-K. (3) Mr. Beckwitt is the Chair of the Governance Committee. He elected to receive 100% of his director compensation in the form of equity (including his chairperson fee). (4) Ms. Carter and Messrs. Powers and Stewart selected the compensation package where they receive a portion of their director compensation in the form of equity and a portion in cash. (5) Mr. Damiris is the Chair of the Compensation Committee. He elected to receive 100% of his director compensation in the form of equity (including his chairperson fee). (6) Mr. Ellen is Chair of the Audit Committee. He selected the compensation package where he receives a portion of his director compensation in the form of equity and a portion in cash. Mr. Ellen received his chairperson fee in cash. (7) Mr. Gregorio and Ms. Ricciardello elected to receive 100% of their director compensation in the form of equity Mr. Nicolais served as Chairman of the Board during fiscal 2025. He elected to receive 100% of his director compensation in the form of equity (including his chairperson fee).

  32. Non-Employee Director Compensation for Fiscal Year 2025

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 20 |

  33. Non-Employee Director Compensation for Fiscal Year 2025

    The following chart shows the number of outstanding stock options, RSUs and shares of restricted stock held by each non-employee director as of March 31, 2025.

  34. Non-Employee Director Compensation for Fiscal Year 2025

    | Name | Stock Options(1) | RSUs(2) | Restricted Stock(3) | | Rick Beckwitt | 2,070 | — | 5,505 | | Margot L. Carter | — | — | 478 | | George J. Damiris | — | — | 1,100 | | Martin M. Ellen | — | — | 2,330 | | Mauro Gregorio | — | — | 1,000 | | Michael R. Nicolais | 17,026 | 3,958 | 6,584 | | David B. Powers | — | — | 478 | | Mary P. Ricciardello | 5,338 | — | 750 | | Richard R. Stewart | — | — | 4,028 |

  35. Non-Employee Director Compensation for Fiscal Year 2025

    (1) All of these stock options were fully exercisable as of March 31, 2025, except for 959 of Mr. Nicolais's stock options and 591 of Ms. Ricciardello's stock options, which will vest on the earliest to occur of (i) August 1, 2025; (ii) the next annual meeting of the Company’s stockholders, which is at least 50 weeks after the immediately preceding year’s annual meeting; (iii) the recipient’s retirement from the Board in accordance with the Company’s director retirement policy, or earlier under such terms and conditions as approved by the Compensation Committee; (iv) the recipient’s disability as determined by the Compensation Committee; or (v) the recipient’s death. (2) The RSUs granted to non-employee directors (and any accrued dividend equivalent RSUs) are not payable until the non-employee director’s service on the board terminates because of the director’s death or the director’s retirement in accordance with the Company’s director retirement policy, or under such circumstances as are approved by the Compensation Committee. The number of RSUs reflected in this column includes the following aggregate dividend equivalent units, which are accrued by holders of our RSUs at any time we pay a cash dividend on our Common Stock: Mr. Nicolais – 674 RSUs. The restrictions on the following restricted stock awards (made prior to fiscal 2024) will not lapse until the non-employee director’s service on the board terminates because of the director’s death or the director’s retirement in accordance with the Company’s director retirement policy, or under such circumstances as are approved by the Compensation Committee: Mr. Beckwitt - 4,405 shares; Mr. Ellen - 1,852 shares; Mr. Nicolais - 5,368 shares; and Mr. Stewart - 3,550 shares. Any cash dividends declared and paid by the Company during the restricted period are paid in cash at the time of the dividend payment with respect to such prior restricted stock grants. The remaining restricted shares reflected in the table were granted in fiscal 2025 and will vest on the earliest to occur of (i) August 1, 2025; (ii) the next annual meeting of the Company’s stockholders, which is at least 50 weeks after the immediately preceding year’s annual meeting; (iii) the recipient’s retirement from the Board in accordance with the Company’s director retirement policy, or earlier under such terms and conditions as approved by the Compensation Committee; (iv) the recipient’s disability as determined by the Compensation Committee; or (v) the recipient’s death. Upon the vesting of the fiscal 2025 shares, the director will be entitled to accrued cash dividends with respect to such shares that were paid to holders of Common Stock during the restriction period.

  36. Non-Employee Director Compensation for Fiscal Year 2025

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 21 |

  37. Our Compensation Practices

    | | | | | | Things We Do | | Things We Don’t Do | | | | Align officer pay with performance. | | Have employment agreements currently in effect with our executives. | | | Provide limited perquisites. | | Provide tax gross-ups with respect to payments made in connection with a change in control. | | | Provide our executives a defined contribution Retirement Plan determined on the same basis as the benefits provided to all salaried employees. | | Provide defined benefit plans for our executives. | | | | | Allow re-pricing of options (prohibited under our 2023 Incentive Plan without stockholder approval). | | | Maintain stock ownership guidelines requiring executives to align their long-term interests with those of our stockholders. | | Allow employees or executives to speculate in our securities or engage in transactions designed to hedge their ownership interests (prohibited under our Insider Trading Policy). | | | Maintain recoupment (clawback) policies allowing the Company to pursue recovery of incentive-based compensation (whether cash or equity) in certain circumstances. | | Allow employees or executives to pledge our securities as collateral for a loan or hold our securities in a margin account (prohibited under our Insider Trading Policy). |

  38. Advisory Vote on Executive Compensation; Central Role of Stockholder Engagement

    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 and sustainability matters. At the 2024 Annual Meeting of Stockholders, the Company’s stockholders voted to approve a non-binding advisory resolution approving the compensation paid to our Named Executive Officers as disclosed in the proxy statement for the 2024 Annual Meeting of Stockholders. This “say-on-pay” proposal received the approval of approximately 97.7% of the votes cast. Stockholder support of the executive compensation program (reflected through the 2024 say-on-pay vote results) has remained strong. Although we did not make any changes to our compensation programs or practices that were specifically driven by the say-on-pay vote outcome, we did elect to revise certain aspects of our program. Following a comprehensive review of the Company’s compensation programs during the course of the previous fiscal year and taking into consideration stockholder feedback, the Compensation Committee made additional modifications to long-term incentive compensation as described below under "Long-Term Incentive Compensation."

  39. Authority of the Compensation Committee

    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 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; and (5) the Eagle Materials Special Situation Program (described below) for such fiscal year and the overall funding levels for such program based on operating earnings. For fiscal 2025, the Compensation Committee made these determinations at two meetings held early in the fiscal year, in May 2024. After the end of the fiscal year, the Compensation Committee then: (1) reviews and approves the annual cash incentive award pools; (2) determines the extent to which the performance criteria for the prior fiscal year applicable to any long-term incentive awards were satisfied; (3) determines the amount of the downward adjustment, if any, to be made to the annual cash incentive award payment to each Named Executive Officer based on individual performance; and (4) if applicable, makes awards under the Eagle Materials Special Situation Program. The Compensation Committee made these determinations for fiscal 2025 at two meetings held after the completion of the fiscal year, in May 2025.

  40. Role of Management

    Role of Management Our CEO participates in the administration of our compensation program for Named Executive Officers, other than himself. The CEO is not present during discussions of his own compensation by the Compensation Committee. Following 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 upcoming fiscal year, any downward adjustments to annual cash incentive award levels for the recently completed fiscal year, and annual cash incentive award levels for the upcoming 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.

  41. Engagement of an Independent Compensation Consultant

    Engagement of an Independent Compensation Consultant In February 2024, the Compensation Committee engaged Meridian Compensation Partners (“Meridian”) 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 2025. The primary role of Meridian 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. The Compensation Committee has assessed the independence of Meridian pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Meridian from independently advising the Compensation Committee.

  42. Compensation Peers

    Compensation Peers The data used by Meridian in its survey of compensation (the “compensation study”) was from compensation disclosures included in the proxy statements of members of our peer group, as well as Equilar survey data where available for particular positions. At the beginning of fiscal 2025 (spring 2024), Meridian reviewed the Company’s current peer group for appropriateness and provided the Compensation Committee with recommendations for adjustments. Meridian analyzed the Company’s peer group and potential modifications based on industry relevance, revenue (approximate range from 33% to 3 times the Company's revenue), EBITDA margin and overlap with other peer groups. Based on Meridian’s analysis and with consideration to management’s input, the Compensation Committee approved utilizing the same peer group that had been used in fiscal 2024 to analyze fiscal 2025 compensation (“compensation peer group”):

  43. Compensation Peers

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 37 |

  44. Compensation Peers

    can Materials Company

  45. Primary Elements of Executive Compensation

    | Element | Key Characteristics | Primary Purpose | | Base salary | Fixed compensation that is reviewed annually | To attract and retain executives by providing a market-competitive level of fixed compensation | | Annual cash incentive award | Variable compensation component payable from pool funded by operating earnings or EBITDA and further subject to the achievement of personal performance goals | To motivate and reward organizational and individual achievement of objectives | | Long-term incentive compensation | Variable compensation component, with half of grant value subject to the Company's achievement of a financial goal (with an absolute TSR modifier) and half subject to time-vesting | To align executives with stockholder interests, to reinforce long-term value creation and to provide a balanced portfolio of long-term incentive opportunities |

  46. Annual Cash Incentive Award

    Annual Cash Incentive Award The Compensation Committee is responsible for approving the annual cash incentive award for our CEO and the other Named Executive Officers. Annual cash incentive awards opportunities for Messrs. Haack, Kesler and Newby were provided under the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2025 (the “Eagle Annual Incentive Program”). The Eagle Annual Incentive Program and the Company’s other incentive programs for fiscal 2025 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 our pay-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 cash incentive award programs also reflect the Compensation 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 cash incentive award potential varies directly with operating earnings (Eagle Annual Incentive Program) or EBITDA (divisional programs). In addition, individual performance and achievement of goals (as discussed in more detail below under “Approving the Annual Cash Incentive Award”) may affect the actual cash incentive award payout through the exercise of “negative discretion.” The Compensation Committee believes that operating earnings or EBITDA is an appropriate metric for annual cash incentive awards 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.

  47. Eagle Annual Incentive Program

    Eagle Annual Incentive Program For fiscal 2025, Messrs. Haack, Kesler and Newby (whose duties extend across all of the Company's business units) 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 annual cash incentive awards, and each participating Named Executive Officer is assigned a share of such pool, representing the executive’s maximum award 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 cash incentive awards 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 cash incentive award 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 2025 was adopted by the Compensation Committee in May 2024 and it mirrored the structure of the fiscal 2024 program, including (i) requiring threshold financial performance against budget in order for any payout to be made and (ii) containing an individual cap on award payments. If the Company’s operating earnings for fiscal 2025 were less than 50% of budget, no funds would be available for the annual cash incentive award pool. None of the participants in the program (including Messrs. Haack, Kesler and Newby) would be able to receive a payout under the program in excess of three times (3X) such participant’s annual base salary. Similar to the fiscal 2024 Eagle Annual Incentive Program, the fiscal 2025 program was to be funded with 1.2% of the Company’s operating earnings. 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 2025. In allocating each Named Executive Officer’s opportunity under the pool, the Compensation Committee considered the amount of annual cash incentive award compensation opportunities of executives in other companies who fulfill similar roles as illustrated in the compensation study prepared by Meridian, the share of the pool historically allocated to officers in such roles by the Company, the recommendation of Mr. Haack 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 2025. The percentage of the fiscal 2025 award pool available for payment of the annual cash incentive award to the Named Executive Officers participating in the pool was set as follows: Mr. Haack, 28.0%; Mr. Kesler, 12.0%; and Mr. Newby, 7.0% (in each case subject to the limitations in the program related to threshold financial performance and individual caps). At the beginning of fiscal 2025, the Compensation Committee developed annual incentive goals and objectives for Mr. Haack. Fifty percent of such goals were objective, 10% related to attaining budgeted operating earnings and 40% were

  48. Eagle Annual Incentive Program

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 39 |

  49. Eagle Annual Incentive Program

    based on the Compensation Committee's assessment of his overall performance for fiscal 2025. Mr. Haack then developed goals and objectives for the other officers participating in the Eagle Annual Incentive Program, with a similar distribution among goals and objectives. The participants’ individual performance against these goals would be evaluated by the Compensation Committee, which could then reduce (but not increase) the amount that would be paid to the participant at the end of the fiscal year. At the end of fiscal 2025, the Compensation Committee determined that due to the Company's fiscal 2025 operating earnings of $634,545,002 (as adjusted for certain non-recurring items that the Compensation Committee believes are not reflective of operating performance, including inventory step-ups at acquired businesses), the aggregate amount available for the Eagle Annual Incentive Program pool for fiscal 2025 was $7,614,540 (a maximum of $3,578,834 of which could be paid out to participating Named Executive Officers). For comparison purposes, the equivalent pool amount in fiscal 2024 was $7,922,333 (a maximum of $3,881,943 of which could have been paid out to that year's Named Executive Officers).

  50. Divisional Annual Incentive Program

    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 Compensation Committee believes better tie such employees’ annual incentive compensation to metrics that they can directly influence than a Company-wide program. Under these programs, a percentage of a division’s EBITDA is allocated to the award pool and each participating employee is assigned a share of the pool, representing the employee’s maximum award opportunity. At the end of the fiscal year, the size of the pool is determined and annual cash incentive awards 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 awards paid to Named Executive Officers, the Compensation Committee) based on the employee’s individual performance during the fiscal year. For fiscal 2025, each of Messrs. Cribbs and Thompson (whose duties relate to a particular business unit) participated in a divisional annual cash incentive award program. Mr. Cribbs participated in the Eagle Materials Inc. American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year 2025 (the "American Gypsum Annual Incentive Program"), and Mr. Thompson participated in the Eagle Materials Inc. Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2025 (the "Cement Annual Incentive Program"). The fiscal 2025 plans were adopted by the Compensation Committee in May 2024, and they mirrored the structure of the fiscal 2024 programs, including (i) requiring threshold financial performance against budget in order for any payout to be made and (ii) containing an individual cap on award payments. If a division's EBITDA for fiscal 2025 was less than 50% of budget, no funds would be available for that divisional award pool. None of the participants in the programs (including Messrs. Cribbs and Thompson) would be able to receive a payout under the program in excess of the lesser of (i) two times (2X) such participant’s annual base salary and (ii) a maximum dollar amount established by the Compensation Committee. Under these programs, the annual cash incentive award pools were to be funded with 2.0% of the EBITDA of American Gypsum (with respect to the American Gypsum Annual Incentive Program) and 1.9% of the consolidated EBITDA for all of the Company's cement companies, as adjusted with respect to our 50% owned cement joint venture (with respect to the Cement Annual Incentive Program), which are the same percentages the Compensation Committee has set for the past several years. In deciding to keep the percentage of EBITDA used to fund these award pools the same as the prior year, the Compensation Committee considered several factors, including our compensation philosophy that a significant portion of each executive’s compensation should be “at risk” and subject to the Company’s success (level of EBITDA). At the beginning of fiscal 2025, Mr. Haack developed goals and objectives for the officers participating in the divisional annual incentive programs. Fifty percent of such goals were objective, 10% related to attaining budgeted earnings and 40% were based on the Compensation Committee's assessment of the participants' overall performance for fiscal 2025. The participants’ individual performance against these goals would be evaluated by the Compensation Committee, which could then reduce (but not increase) the amount that would be paid to the participant at the end of the fiscal year. The Compensation Committee also set the annual cash incentive award potential for Messrs. Cribbs and Thompson under these programs. In determining their respective allocation of the pool, the Compensation Committee considered the recommendation of Mr. Haack, the amount of annual cash incentive award compensation payable to executives in other companies who fulfill similar roles as illustrated in the compensation study prepared by Meridian, the portion of the pool historically allocated to their respective positions and the Compensation Committee’s assessment of their importance and contribution to their respective divisions' performance, their importance as an officer within the respective divisions in driving the achievement of divisional goals and profitability and their respective levels of responsibility. The Compensation Committee set Mr. Cribbs’s annual cash incentive award potential at 6.5% of his divisional pool (subject to a cap of $450,000 established by the Compensation Committee), and the Compensation Committee set Mr. Thompson's annual cash incentive award potential at 5.0% of his divisional pool (subject to a cap of $400,000 established by the Compensation Committee)—in each case subject to the limitation in their respective Programs related to threshold financial performance.

  51. Divisional Annual Incentive Program

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 40 |

  52. Divisional Annual Incentive Program

    At the end of fiscal 2025, the Compensation Committee determined that the aggregate amounts available for these programs for fiscal 2025 were as follows: $7,598,806 (American Gypsum) as a result of fiscal 2025 EBITDA of $379,940,278 for American Gypsum; and $7,052,327 (Cement) as a result of fiscal 2025 EBITDA of $392,292,182 on a consolidated basis for all of the Company's cement companies, as adjusted with respect to our 50% owned cement joint venture; which in each case includes amounts available for payment to officers and employees other than the participating Named Executive Officers. For comparison purposes, the equivalent amounts in fiscal 2024 were $7,259,885 (American Gypsum) and $7,155,859 (Cement).

  53. Approving the Annual Cash Incentive Award

    Approving the Annual Cash Incentive Award In May 2025, the Compensation Committee approved the annual cash incentive award pools for fiscal 2025 as described above. In addition, at the end of fiscal 2025, Mr. Haack 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 cash incentive award for each such Named Executive Officer. With respect to Mr. 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 2025 had been achieved.

  54. Mr. Haack

    Mr. Haack At the end of fiscal 2025, the Compensation Committee conducted its performance evaluation of Mr. Haack after receiving input from the entire Board. Mr. Haack also provided information used by the Compensation Committee to evaluate the achievement of his objective, budget and discretionary goals and objectives for fiscal 2025 under the Eagle Annual Incentive Program. Based on this evaluation, the Compensation Committee believes Mr. Haack performed at a high level during fiscal 2025 and his goals and objectives were substantially met. The Compensation Committee’s evaluation resulted in Mr. Haack receiving 91.25% of his annual cash incentive award potential for fiscal 2025. The Compensation Committee approved an annual cash incentive award payout for Mr. Haack under the Eagle Annual Incentive Program of $1,945,515. 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 the following areas (among others) over the past fiscal year; a portion of Mr. Haack’s award related to factors advancing the Company’s sustainability priorities. • promotion of a safety performance culture; • leadership on sustainability initiatives, including the ongoing development and implementation of strategies to reduce greenhouse gas emissions; • initiation and development of a strategic review of the Company’s existing asset portfolio and identification of improvement and investment opportunities; • development and implementation of M&A strategies to identify, evaluate and capture opportunities to leverage and grow the Company’s asset portfolio; and integration of acquired businesses.

  55. Mr. Kesler

    Mr. Kesler At the end of fiscal 2025, Mr. Haack reviewed Mr. Kesler’s performance against his objective, budget and discretionary goals and objectives for fiscal 2025 under the Eagle Annual Incentive Program. Based in part on this review, the Compensation Committee determined that Mr. Kesler had substantially met his goals and awarded Mr. Kesler 91.25% of his annual cash incentive award potential, approving an annual cash incentive award payout for Mr. Kesler under the Eagle Annual Incentive Program of $833,792. 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 ERP implementation, cyber security enhancements and capital management.

  56. Mr. Newby

    Mr. Newby At the end of fiscal 2025, Mr. Haack reviewed Mr. Newby's performance against his objective, budget and discretionary goals and objectives for fiscal 2025 under the Eagle Annual Incentive Program. Based in part on this review, the Compensation Committee determined that Mr. Newby had substantially met his goals and awarded Mr. Newby 91.25% of his annual cash incentive award potential, approving an annual cash incentive award payout for Mr. Newby under the Eagle Annual Incentive Program of $486,379. 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. Haack regarding the performance of Mr. Newby, and the following areas (among others) over the past fiscal year: Mr. Newby’s work on acquisitions, commercial contracts and human resources matters.

  57. Mr. Cribbs

    Mr. Cribbs At the end of fiscal 2025, Mr. Haack reviewed the performance of Mr. Cribbs against his objective, budget and discretionary goals and objectives for fiscal 2025 under the American Gypsum Annual Incentive Program. Based in part on this review, the Compensation Committee determined that Mr. Cribbs had met his goals and awarded Mr. Cribbs 95% of his annual cash incentive award potential (as capped by the Compensation Committee), approving an annual cash incentive award payout for Mr. Cribbs under the American Gypsum Annual Incentive Program of $427,500. 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. Haack regarding the performance of Mr. Cribbs, and the following areas (among others) over the past fiscal year: Mr. Cribbs’s promotion of a safety performance culture, work securing reserves and a capacity expansion project.

  58. Mr. Thompson

    Mr. Thompson At the end of fiscal 2025, Mr. Haack reviewed the performance of Mr. Thompson against his objective, budget and discretionary goals and objectives for fiscal 2025 under the Cement Annual Incentive Program. Based in part on this review, the Compensation Committee determined that Mr. Thompson had met his goals and awarded Mr. Thompson 86% of his annual cash incentive award potential (as capped by the Compensation Committee), approving an annual cash incentive award payout for Mr. Thompson under the Cement Annual Incentive Program of $303,250. 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. Haack regarding the performance of Mr. Thompson, and the following areas (among others) over the past fiscal year: Mr. Thompson’s promotion of a safety performance culture and capital improvement project execution.

  59. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Consistent with the Compensation Committee’s philosophy of linking compensation to performance, 50% of our long-term incentive compensation program for fiscal 2025 has been structured to tie executives’ ability to earn equity awards to the achievement of specific Company performance levels. The remaining 50% of our long-term compensation program has been structured as purely time-vesting, which the Compensation Committee believes, based on the input of Meridian, is in-line with the practice of our peers and enhances the retention of key employees. A more detailed description of the fiscal 2025 awards is found below.

  60. Long-Term Incentive Compensation

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 42 |

  61. Grant Practice

    Grant Practice All of the Named Executive Officers participate in our long-term incentive compensation program. The Company's long-standing practice has been to grant long-term incentive equity awards on a predetermined schedule. In general, at the first quarterly meeting of any new fiscal year, the Compensation Committee reviews and approves the value of the equity compensation to be awarded to executive officers. The first quarterly meeting typically occurs before the Company's release of the financial results for the prior fiscal year and the filing of the Company's Annual Report on Form 10-K for that fiscal year. The grant date of approved equity awards occurs two business days after the Company's release of the financial results for the prior fiscal year. In fiscal 2025, 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 Compensation Committee. As provided in the 2023 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. The Compensation Committee does not take material nonpublic information into account when determining the timing and terms of long-term incentive equity awards. Instead, grants are made in accordance with the yearly compensation cycle described above, with awards granted at the start of the new fiscal year to incentivize the executives to deliver on the Company's strategic objectives for the new fiscal year. The Company has not timed the disclosure of material nonpublic information to affect the value of executive compensation. During fiscal 2025, the Company did not award stock options to Named Executive Officers within four business days before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information.

  62. Fiscal 2025 Grants

    Fiscal 2025 Grants In light of a review of the Company’s long-term compensation program during the previous fiscal year and taking into consideration stockholder feedback, in May 2024, the Compensation Committee modified several aspects of the Company’s long-term compensation program for purposes of fiscal 2025 awards, including (i) the awards are comprised of performance-vesting restricted stock units ("PSUs") and time-vesting restricted stock units ("RSUs"); (ii) the entire PSU award is subject to a three-year performance period; (iii) the PSU award is subject to more than one performance metric; and (iv) the equity awards are subject to the 2023 Incentive Plan's "double-trigger" change in control provisions. Consistent with prior years, the primary performance metric selected was return on equity (“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 Compensation Committee views as a measure of the Company’s prudent deployment of capital. ROE for a given fiscal year is defined as the net earnings of the Company for such fiscal year; divided by the Company’s average stockholders’ equity for such fiscal year (which is defined for any period to mean the Company’s total stockholders’ equity as of the beginning of such period plus the Company’s total stockholders’ equity at the end of such period; divided by 2). In calculating ROE, the impact of certain extraordinary items not related to operating performance, including downward adjustment for the gain from the sale of non-core businesses, are excluded. For fiscal 2025, a second performance measure was included as a modifier—average absolute total stockholder return for the performance period (the "TSR Modifier"). Average absolute total stockholder return is calculated according to the following formula: Avg. A-TSR = [((Ending Price + Reinvested Dividends)/Beginning Price)^(1/3)] – 1 The beginning price is the average closing price of our common stock for the twenty trading days immediately preceding the beginning of the performance period, and the ending price is the average closing price of our common stock for the twenty trading days immediately preceding and including the last day of the performance period. For the PSUs to be earned, the Company must achieve performance vesting criteria based on the Company’s average ROE measured at the end of fiscal 2027 (three-year performance period), as modified based on the TSR Modifier. Threshold

  63. Fiscal 2025 Grants

    performance will result in a vesting percentage of 50% of target and maximum performance will result in a vesting percentage of 200% of target. Earned PSUs will be paid in shares of Common Stock promptly following the performance certification date, and any unearned PSUs from such performance period will be forfeited. During the performance period, the PSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock to the extent the related PSUs are earned. The performance levels and potential payouts are set forth in the table below:

  64. Fiscal 2025 Grants

    | Performance Level | Average Return on Equity | Percentage of Target PSUs Earned | Average Absolute TSR | TSR Modifier to Percentage of Target PSUs Earned | Vesting Percentage of Target PSUs | | Maximum | > 20.0% | 150.00% | > 12.0% | 1.33x | 200.00% | | Target | 15.0% | 100.00% | 8.00% | 1.00x | 100.00% | | Threshold | 10.0% | 50.00% | 0.00% | 1.00x | 50.00% |

  65. Fiscal 2025 Grants

    The exact percentage of the target PSUs earned and the TSR Modifier, respectively, shall be calculated based on straight-line interpolation between the points shown above with fractional points rounded up to the nearest hundredth of a percent. If average absolute TSR is less than threshold, then the vesting percentage is capped at 100.0%, even if average ROE is greater than target. If average absolute TSR is greater than 20.0%, then the vesting percentage shall be no less than 100.0%, even if average ROE is less than target or threshold. The time-vesting long-term equity incentive awards comprise RSUs which vest ratably over three years on May 24, 2025; March 31, 2026; and March 31, 2027 (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, supports the Company’s philosophy that a significant portion of an executive’s pay should be at risk, and 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. RSUs will be paid in shares of Common Stock promptly following a vesting date. During the vesting period, the RSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock to the extent the related RSUs vest. The fiscal 2025 long-term equity awards are subject to the "double-trigger" change in control provisions of the 2023 Incentive Plan, as described in "Change in Control Benefits" below. Effective May 24, 2024, the Compensation Committee approved equity awards under the 2023 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 2024, Meridian 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 Meridian compensation study, the input of Mr. 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 the ROE financial metric and TSR Modifier as outlined above) and 50% to time-vesting equity. The following table shows the PSUs and RSUs granted to each of the Company’s Named Executive Officers effective May 24, 2024:

  66. Fiscal 2025 Grants

    | Name | Target Value of Equity Awards(1) ($) | Target Shares of Performance Vesting Restricted Stock(2) (#) | Shares of Time Vesting Restricted Stock (#) | | Michael R. Haack | 5,650,000 | 11,857 | 11,857 | | D. Craig Kesler | 1,350,000 | 2,833 | 2,833 | | Matt Newby | 850,000 | 1,784 | 1,784 | | Eric Cribbs | 650,000 | 1,364 | 1,364 | | Tony Thompson | 450,000 | 945 | 945 |

  67. Prior Year Performance-Based Equity Awards

    Prior Year Performance-Based Equity Awards A portion of the performance-vesting equity awards granted in fiscal 2024 was comprised of shares of restricted stock which were to be earned based upon the achievement by the Company of a certain level of average ROE for a two-year performance period ending March 31, 2025, as detailed below:

  68. Prior Year Performance-Based Equity Awards

    | Average Return on Equity for Relevant Performance Period | Percent of Target Earned | | > 20.0% | 120% | | 15.0% | 100% | | 10.0% | 80% | | < 10.0% | 0% |

  69. Prior Year Performance-Based Equity Awards

    The exact percentage of shares earned is calculated based on straight-line interpolation between the points specified above with fractional points rounded to the nearest tenth of a percent. The earned performance-based equity was to become fully vested promptly after the certification date for the relevant performance period. Any performance-based equity that was not earned at the end of the relevant performance period was to be forfeited. In May 2025, the Compensation Committee certified that the Company's 35.8% average ROE for the two fiscal years ended March 31, 2025 satisfied the Company's performance goals such that 120% of the target number of shares subject to the two-year performance period was earned, and such earned shares vested promptly following such certification.

  70. Change in Control Benefits

    Change in Control Benefits To better ensure the retention of our employees in the event of a potentially disruptive corporate transaction, we have 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 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 and compensation.

  71. Change in Control Continuity Agreements

    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 and Newby. 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. In the event of an 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 Mr. Newby), multiplied by (ii) the sum of his annual base salary and target annual bonus; (b) a prorated target 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 Mr. Newby) 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 Mr. Newby) post-termination; and (e) outplacement benefits of up to $30,000.

  72. Change in Control Continuity Agreements

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 46 |

  73. Change in Control Continuity Agreements

    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 Mr. Newby) 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 (for Messrs. Haack and Kesler) and May 31, 2022 (for Mr. Newby), subject in each case 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 apply the severance multiple to long-term incentive award values 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” below.

  74. Equity Awards Under 2023 Incentive Plan

    Equity Awards Under 2023 Incentive Plan Beginning in fiscal 2025, equity awards are governed by the "double-trigger" change in control provisions of our 2023 Incentive Plan. Unless otherwise provided in an award agreement, and without regard to the 2023 Plan’s minimum vesting conditions, in the event of a change in control of the Company, and to the extent the acquiring corporation does not assume the outstanding awards under the 2023 Incentive Plan or substitute new awards therefor having an equivalent value for such outstanding awards, the Board (as constituted prior to such change in control) shall require that (i) some or all outstanding options and SARs will become exercisable in full or in part; (ii) the restriction period applicable to some or all outstanding restricted stock, restricted stock units and other stock-based awards (“other stock awards” and collectively with restricted stock awards and restricted stock unit awards, “Stock Awards”) will lapse in full or in part; (iii) the performance period applicable to some or all outstanding awards will lapse in full or in part; and (iv) the performance measures applicable to some or all outstanding awards will be deemed to be satisfied at the greater of target level performance or actual performance (measured as of the date that immediately precedes the date of such change in control). Unless otherwise provided in an award agreement, and without regard to the 2023 Incentive Plan’s minimum vesting conditions described below, in the event of a change in control of the Company, and to the extent the acquiring corporation assumes the outstanding awards under the 2023 Incentive Plan or substitutes new awards therefor having an equivalent value for such outstanding awards, such assumed awards or substitute new awards shall not become exercisable, the restriction period or performance period for such awards shall not lapse, and the performance measures shall be not deemed satisfied, in each case solely as a result of the occurrence of a change in control; provided that the Board (as constituted prior to such change in control) shall require that if the acquiring corporation terminates a participant’s employment or service without cause upon or within two (2) years after such change in control, (i) the participant’s outstanding options and SARs shall become exercisable in full or in part, (ii) the restriction period applicable to the participant’s outstanding Stock Awards shall lapse in full or in part, (iii) the performance period applicable to the participant’s outstanding awards shall lapse in full or in part, and (iv) the performance measures applicable to some or all outstanding awards shall be deemed to be satisfied at the greater of target level performance or actual performance (measured as of the date that immediately precedes the date of such change in control). Under the terms of the 2023 Incentive Plan, a change in control is generally defined as: (i) certain acquisitions of 35% or more of either (x) the Company’s outstanding Common Stock or (y) the Company’s then outstanding securities eligible to vote for the election of our Board; (ii) a change in our Board in certain instances resulting in the incumbent directors ceasing to constitute at least a majority of our Board; (iii) the consummation of certain reorganizations, mergers, statutory share exchanges, consolidations, or similar corporate transactions involving the Company or any of its subsidiaries or sale or other disposition of all or substantially all of the

  75. Equity Awards Under 2023 Incentive Plan

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 47 |

  76. Equity Awards Under 2023 Incentive Plan

    assets of the Company, or the acquisition of assets or securities of another entity by the Company or any of its subsidiaries; or (iv) stockholder approval of a complete liquidation or dissolution of the Company.

  77. Equity Awards Under 2013 Incentive Plan

    Equity Awards Under 2013 Incentive Plan Awards granted in prior fiscal years under our 2013 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 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 (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, (b) following such transaction, no person or entity owns 40% or more of the common stock of the corporation resulting from such transaction, and (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, or restricted stock units would generally become immediately fully vested (with respect to performance awards, vesting would be either at target, maximum or other amount determined by the Compensation Committee), 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 assumed or replaced with an award of equivalent shares of the surviving parent corporation. See “Potential Payments Upon Termination or Change in Control” below.

  78. Fiscal 2025 Summary Compensation Table

    Fiscal 2025 Summary Compensation Table The following table summarizes all fiscal 2023, 2024 and 2025 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-end.

  79. Fiscal 2025 Summary Compensation Table

    | Name and Principal Position | Fiscal Year Ended March 31, | Salary(1) ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compen- sation(5) ($) | Total ($) | | Michael R. Haack | 2025 | 1,081,600 | 6,888,323 | — | 1,945,515 | 115,597 | 10,031,035 | | President and Chief | 2024 | 1,040,000 | 5,208,137 | — | 2,107,341 | 108,736 | 8,464,214 | | Executive Officer | 2023 | 1,000,000 | 3,662,008 | 1,220,697 | 2,012,014 | 102,774 | 7,997,493 | | D. Craig Kesler | 2025 | 613,600 | 1,645,988 | — | 833,792 | 67,466 | 3,160,846 | | Executive Vice President - | 2024 | 590,000 | 1,410,876 | — | 1,016,039 | 62,703 | 3,079,618 | | Finance and Administration | 2023 | 515,036 | 813,974 | 271,325 | 1,257,509 | 57,063 | 2,914,907 | | & Chief Financial Officer | | | | | | | | | Matt Newby | 2025 | 522,500 | 1,036,384 | — | 486,379 | 57,376 | 2,102,639 | | Executive Vice President | 2024 | 475,000 | 813,990 | — | 564,466 | 49,497 | 1,902,953 | | General Counsel and | 2023 | 392,268 | 759,567 | — | 462,209 | 41,398 | 1,655,442 | | Secretary | | | | | | | | | Eric Cribbs(6) | 2025 | 401,692 | 792,392 | — | 427,500 | 48,111 | 1,669,695 | | President - American | 2024 | 346,286 | 542,771 | — | 443,260 | 39,904 | 1,372,221 | | Gypsum Company | | | | | | | | | Tony Thompson(6) | 2025 | 336,868 | 549,187 | — | 303,250 | 42,329 | 1,231,634 | | Senior Vice President - | 2024 | 323,912 | 488,494 | — | 329,169 | 38,124 | 1,179,699 | | Cement East | | | | | | | |

  80. Fiscal 2025 Summary Compensation Table

    (1) Includes amounts deferred on a pre-tax or after-tax basis at the election of the executive under our Retirement Plan, which is described in greater detail under “Retirement Plan” above. (2) The amounts in this column reflect the value of 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 the fiscal 2025 values, refer to footnote (K) to the Company's audited financial statements for the fiscal year ended March 31, 2025 included in the Fiscal 2025 Form 10-K. For fiscal 2025, stock awards included RSUs and PSUs, and the fair value of the PSUs was determined using a Monte Carlo simulation and includes an estimate of the probable outcome of the performance and market conditions, determined as of the grant date. The fiscal 2025 awards are described in “Long-Term Incentive Compensation—Fiscal 2025 Grants” above, including the following target values for the Named Executive Officers: Mr. Haack - $5,650,000; Mr. Kesler - $1,350,000; Mr. Newby - $850,000; Mr. Cribbs - $650,000; and Mr. Thompson - $450,000. The following reflects the amounts that would be reported in this column for fiscal 2025 assuming the highest level of performance (i.e., the maximum amounts payable): Mr. Haack - $8,527,911; Mr. Kesler - $2,037,579; Mr. Newby - $1,283,107; Mr. Cribbs - $981,030; and Mr. Thompson - $679,673. The amounts shown in this column for fiscal 2024 and 2023 (and in the total compensation column for fiscal 2024 and 2023) were updated to reflect revised grant date fair values for the performance-based restricted stock granted in those years. These updates (along with the updates noted in footnote 3 below with respect to performance stock options) resulted in an increase in the total compensation previously reported of approximately 3.0%-5.0% for the Named Executive Officers in each of those years. This update does not change the number of shares of restricted stock granted or the terms of these grants. (3) The amounts shown in this column for fiscal 2023 (and in the total compensation column for fiscal 2023) were updated to reflect revised grant date fair values for the performance-based stock options granted in that year. See footnote 2 above regarding the impact of these changes on total compensation. This update does not change the number of stock options granted or the terms of these grants. The amounts in this column represent payments to the Named Executive Officer under the applicable annual cash incentive compensation program for the applicable fiscal year.

  81. Fiscal 2025 Summary Compensation Table

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 50 |

  82. Fiscal 2025 Summary Compensation Table

    The amounts shown in this column represent: (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” above); (b) Company contributions to the account of the Named Executive Officer under our SERP (the SERP is described in greater detail under “SERP” above); (c) amounts paid with respect to individual life insurance policies under the Executive Life Insurance Plan (the plan is described in greater detail under “Executive Life Insurance Plan” above); and (d) health wellness awards. The table below provides further details of the amounts reflected in the All Other Compensation column for fiscal 2025:

  83. Fiscal 2025 Summary Compensation Table

    | Name | Fiscal Year Ended March 31, | Profit Sharing Plan Contribution ($) | SERP Contribution ($) | Executive Life Insurance Plan ($) | Health Wellness Award ($) | Total of All Other Compensation ($) | | Michael R. Haack | 2025 | 34,500 | 72,620 | 7,982 | 495 | 115,597 | | D. Craig Kesler | 2025 | 34,500 | 26,270 | 6,201 | 495 | 67,466 | | Matt Newby | 2025 | 34,500 | 16,563 | 5,653 | 660 | 57,376 | | Eric Cribbs | 2025 | 34,500 | 4,284 | 8,667 | 660 | 48,111 | | Tony Thompson | 2025 | 33,687 | — | 7,982 | 660 | 42,329 |

  84. Fiscal 2025 Summary Compensation Table

    Messrs. Cribbs and Thompson were not Named Executive Officers prior to fiscal year 2024. In accordance with SEC disclosure requirements, their compensation disclosure is provided only for the fiscal years in which they served as a Named Executive Officer.

  85. Fiscal 2025 Summary Compensation Table

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 51 |

  86. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the grants of plan-based awards made during fiscal 2025 to the Named Executive Officers.

  87. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and | | Name | Grant Date | Committee Action Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Option Awards(1) ($) | | Michael R. Haack | 5/16/24 | - | | 2,132,071(2) | — | — | — | — | — | — | | | 5/24/24 | 5/16/24 | | — | — | — | — | — | 11,857(3) | 2,825,168 | | | 5/24/24 | 5/16/24 | | — | — | 5,929(4) | 11,857(4) | 23,714(4) | — | 4,063,155 | | D. Craig Kesler | 5/16/24 | - | | 913,745(2) | — | — | — | — | — | — | | | 5/24/24 | 5/24/24 | | — | — | — | — | — | 2,833(3) | 675,019 | | | 5/24/24 | 5/24/24 | | — | — | 1,417(4) | 2,833(4) | 5,666(4) | — | 970,969 | | Matt Newby | 5/16/24 | - | | 533,018(2) | — | — | — | — | — | — | | | 5/24/24 | 5/16/24 | | — | — | — | — | — | 1,784(3) | 425,074 | | | 5/24/24 | 5/16/24 | | — | — | 892(4) | 1,784(4) | 3,568(4) | — | 611,310 | | Eric Cribbs | 5/16/24 | - | | 450,000(2) | — | — | — | — | — | — | | | 5/24/24 | 5/24/24 | | — | — | — | — | — | 1,364(3) | 325,001 | | | 5/24/24 | 5/24/24 | | — | — | 682(4) | 1,364(4) | 2,728(4) | — | 467,392 | | Tony Thompson | 5/16/24 | - | | 352,616(2) | — | — | — | — | — | — | | | 5/24/24 | 5/16/24 | | — | — | — | — | — | 945(3) | 225,166 | | | 5/24/24 | 5/16/24 | | — | — | 473(4) | 945(4) | 1,890(4) | — | 324,022 |

  88. Grants of Plan-Based Awards

    (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 (K) to the Company’s audited financial statements for the fiscal year ended March 31, 2025 included in the Fiscal 2025 Form 10-K. Further information regarding these values is found in footnote 2 of the Summary Compensation Table above. (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 Cash Incentive Award Programs, as applicable, for fiscal 2025. They represent the lower of (i) the individual's pool percentage multiplied by the applicable operating earnings or EBITDA for the fiscal year; and (ii) the individual cap amount described in the fiscal 2025 programs (a multiple of base salary or a separately approved cap amount, as applicable). The actual pay-outs to the Named Executive Officers were as follows: Mr. Haack - $1,945,515; Mr. Kesler - $833,792; Mr. Newby - $486,379; Mr. Cribbs - $427,500; and Mr. Thompson - $303,250. These annual incentive programs, including individual caps on potential awards, are described in greater detail in “Annual Cash Incentive Award” above. (3) These amounts represent grants of time-vesting RSUs made on May 24, 2024 under our 2023 Incentive Plan. One-third of the RSUs vested on May 24, 2025, and the remaining RSUs will vest ratably on March 31 of 2026 and 2027. These RSU grants are described in greater detail in “Long-Term Incentive Compensation—Fiscal 2025 Grants” above. These amounts represent grants of performance-vesting PSUs made on May 24, 2024 under our 2023 Incentive Plan. The vesting of the PSUs is subject to performance vesting criteria over a three-year performance period. These PSU grants are described in greater detail in “Long-Term Incentive Compensation—Fiscal 2025 Grants” above.

  89. Grants of Plan-Based Awards

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 52 |

  90. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table summarizes stock-based compensation awards outstanding at the end of fiscal 2025 for each of the Named Executive Officers.

  91. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 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 ($)(1) | | Michael R. Haack | 23,774 | — | — | 60.21 | 05/19/2030 | 4,011(4) | $890,161 | — | — | | | 19,812 | — | — | 60.21 | 05/19/2030 | 3,342(5) | 741,690 | — | — | | | 10,431 | 3,476(2) | — | 126.22 | 05/19/2032 | — | — | 4,318(6) | 958,294 | | | 8,692 | 2,897(3) | — | 126.22 | 05/19/2032 | — | — | 8,636(7) | 1,916,587 | | | | | | | | 4,797(8) | 1,064,598 | — | — | | | | | | | | — | — | 23,714(9) | 5,262,848 | | | | | | | | 11,857(10) | 2,631,424 | — | — | | D. Craig Kesler | 4,646 | — | — | 91.58 | 05/16/2029 | 11,667(11) | 2,589,257 | — | — | | | 4,135 | — | — | 91.58 | 05/16/2029 | 891(4) | 197,740 | — | — | | | 8,586 | — | — | 60.21 | 05/19/2030 | 743(5) | 164,894 | — | — | | | 11,322 | — | — | 60.21 | 05/19/2030 | — | - | 1,170(6) | 259,658 | | | 2,319 | 772(2) | — | 126.22 | 05/19/2032 | — | - | 2,339(7) | 519,094 | | | 1,932 | 644(3) | — | 126.22 | 05/19/2032 | 1,299(8) | 288,287 | — | — | | | | | | | | — | - | 5,666(9) | 1,257,455 | | | | | | | | 2,833(10) | 628,728 | — | — | | Matt Newby | 3,859 | — | — | 91.58 | 05/16/2029 | 832(4) | 184,646 | — | — | | | 3,654 | — | — | 91.58 | 05/16/2029 | 693(5) | 153,797 | — | — | | | 2,718 | — | — | 60.21 | 05/19/2030 | — | — | 675(6) | 149,803 | | | 2,265 | — | — | 60.21 | 05/19/2030 | — | — | 1,350(7) | 299,606 | | | | | | | | 749(8) | 166,226 | — | — | | | | | | | | — | — | 3,568(9) | 791,846 | | | | | | | | 1,784(10) | 395,923 | — | — | | Eric Cribbs | | | | | | 535(4) | 118,733 | — | — | | | | | | | | 445(5) | 98,759 | — | — | | | | | | | | — | - | 450(6) | 99,869 | | | | | | | | — | - | 900(7) | 199,737 | | | | | | | | 500(8) | 110,965 | — | — | | | | | | | | — | - | 2,728(9) | 605,425 | | | | | | | | 1,364(10) | 302,713 | — | — |

  92. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 53 |

  93. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 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 ($)(1) | | Tony Thompson | 696 | 347(2) | — | 126.22 | 05/19/2032 | 401(4) | 88,994 | — | — | | | 580 | 289(3) | — | 126.22 | 05/19/2032 | 334(5) | 74,125 | — | — | | | | | | | | | - | 405(6) | 89,882 | | | | | | | | | - | 810(7) | 179,763 | | | | | | | | 450(8) | 99,869 | — | — | | | | | | | | | — | 1,890(9) | 419,448 | | | | | | | | 945(10) | 209,724 | — | — |

  94. Outstanding Equity Awards at 2025 Fiscal Year-End

    Based on the closing price per share of Common Stock on the NYSE on March 31, 2025 ($221.93). (2) Represents performance-based stock options granted on May 19, 2022 under our 2013 Incentive Plan. The remaining earned stock options will vest on March 31, 2026. (3) Represents time-vesting stock options granted on May 19, 2022 under our 2013 Incentive Plan. The remaining stock options will vest on March 31, 2026. (4) Represents performance-based restricted stock granted on May 19, 2022 under our 2013 Incentive Plan. Restrictions on the remaining earned shares will lapse on March 31, 2026. (5) Represents time-vesting restricted stock granted on May 19, 2022 under our 2013 Incentive Plan. Restrictions will lapse on March 31, 2026. (6) Represents the maximum number (120% of target) of two-year performance-based restricted stock granted on May 23, 2023 under our 2013 Incentive Plan. The Compensation Committee determined in May 2025 (i.e., after the end of fiscal 2025) that 120% of the target award was earned. The earned restricted shares were paid to the Named Executive Officer on May 15, 2025. (7) Represents the maximum number (120% of target) of three-year performance-based restricted stock granted on May 23, 2023 under our 2013 Incentive Plan. The Compensation Committee will determine in May 2026 (i.e., after the end of fiscal 2026) if any of the award was earned. Any earned restricted shares will be paid to the Named Executive Officer promptly thereafter. (8) Represents time-vesting restricted stock granted on May 23, 2023 under our 2013 Incentive Plan. Restrictions on the remaining shares will lapse on March 31, 2026. (9) Represents the maximum number (200% of target) of three-year performance-based PSUs granted on May 24, 2024 under our 2023 Incentive Plan. The Compensation Committee will determine in May 2027 (i.e., after the end of fiscal 2027) if any of the award was earned. Any earned PSUs will be paid in Common Stock to the Named Executive Officer promptly thereafter. (10) Represents time-vesting RSUs granted on May 24, 2024 under our 2023 Incentive Plan. One-third of the award vested on May 24, 2025. The remaining RSUs will vest ratably on March 31 of 2026 and 2027. Represents restricted stock granted on May 18, 2010 under our 2013 Incentive Plan. Restrictions have now lapsed, and the restricted stock was paid to Mr. Kesler on May 18, 2025.

  95. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 54 |

  96. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth information regarding the exercise of stock options and the vesting of restricted stock during fiscal 2025 for each of our Named Executive Officers.

  97. Option Exercises and Stock Vested in Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Michael R. Haack | 32,867 | 7,503,885 | 24,368 | 5,584,564 | | D. Craig Kesler | 10,000 | 1,968,193 | 6,078 | 1,397,239 | | Matt Newby | — | — | 3,740 | 857,688 | | Eric Cribbs | 1,401 | 303,863 | 2,819 | 643,754 | | Tony Thompson | 1,401 | 355,560 | 2,478 | 566,320 |

  98. Option Exercises and Stock Vested in Fiscal 2025

    (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. 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 of Common Stock.

  99. Option Exercises and Stock Vested in Fiscal 2025

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 55 |

  100. Nonqualified Deferred Compensation in FY 2025

    Nonqualified Deferred Compensation in FY 2025 The following table sets forth contributions made by the Company for the account of the Named Executive Officers during fiscal 2025 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-sharing contribution. The SERP is described in greater detail under “SERP” in Compensation Discussion & Analysis above.

  101. Nonqualified Deferred Compensation in FY 2025

    | 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) ($) | | Michael R. Haack | | | | | | | SERP Plan | — | 72,620 | 46,301 | — | 736,491 | | D. Craig Kesler | | | | | | | SERP Plan | — | 26,270 | 29,977 | — | 441,461 | | Matt Newby | | | | | | | SERP Plan | — | 16,563 | 594 | — | 36,893 | | Eric Cribbs | | | | | | | SERP Plan | — | 4,284 | 1,920 | — | 39,011 | | Tony Thompson | | | | | | | SERP Plan | — | — | — | — | — |

  102. Nonqualified Deferred Compensation in FY 2025

    (1) The amounts in this column are reflected in the “All Other Compensation” column of the Summary Compensation Table of this Proxy Statement. The earnings in this column reflect earnings or losses on balances in the Named Executive Officer’s SERP account. A Named Executive Officer may designate how his account balance is 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 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-month period ended March 31, 2025, as reported to us by the administrator of the plan.

  103. Nonqualified Deferred Compensation in FY 2025

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 56 |

  104. Nonqualified Deferred Compensation in FY 2025

    | Fund | Rate of Return | | Harbor Capital Appreciation Ret | 3.62% | | Northern Trust S&P 500 Index | 8.24% | | MFS Mid Cap Growth | (2.42%) | | Northern Trust Ext Equity Mkt Idx | (0.50%) | | AS SPL Small Cap Value R6 | (6.53%) | | PIF Small Cap Growth R6 | (5.73%) | | GG Europac Growth | 0.56% | | Northern Trust ACWI Ex-US Index | 6.03% | | Vanguard Target Ret 2020 | 6.01% | | Vanguard Target Ret 2025 | 6.12% | | Vanguard Target Ret 2030 | 6.09% | | Vanguard Target Ret 2035 | 6.26% | | Vanguard Target Ret 2040 | 6.45% | | Vanguard Target Ret 2045 | 6.59% | | Vanguard Target Ret 2050 | 6.70% | | Vanguard Target Ret 2055 | 6.70% | | Vanguard Target Ret 2060 | 6.72% | | Vanguard Target Ret 2065 | 6.69% | | Vanguard Target Ret 2070 | 6.71% | | Vanguard Target Inc | 5.82% | | Northern Trust Aggreg Bond Index | 4.86% | | FIAM Core Plus CL I | 5.76% | | Fidelity Govt MMkt | 4.65% |

  105. Nonqualified Deferred Compensation in FY 2025

    The amounts in this column represent the balance in the Named Executive Officer’s account under the SERP. Of the amounts reported in this column, the following amounts were previously reported as compensation to the Named Executive Officer in the Summary Compensation Table for previous years: for Mr. Haack, $408,501; for Mr. Kesler, $194,672; for Mr. Newby, $18,116; for Mr. Cribbs, $1,629; and for Mr. Thompson, $0.

  106. Nonqualified Deferred Compensation in FY 2025

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 57 |

  107. Potential Payments Upon Termination or Change In Control

    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 compensation programs in effect as of the last business day of fiscal year 2025. 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 and/or change in control was effective as of March 31, 2025, and therefore do not necessarily reflect the actual 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.

  108. Payments Made Upon Any Termination

    | CEO PAY RATIO |

  109. CEO Pay Ratio

    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 Regulation S-K requiring annual disclosure of a reasonable estimate of the ratio of the annual total compensation of our chief executive officer to the annual total compensation of the employee of the Company or one of its consolidated 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 annual total compensation for the applicable fiscal year and the CEO’s annual 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 in this proxy statement. Our CEO is Mr. Haack. To identify the median-compensated employee for fiscal 2025, we examined the total gross W-2 compensation data for fiscal 2025 for employees who were employed by the Company or its consolidated subsidiaries on March 31, 2025. Based on this data, we determined the median-compensated employee. We then calculated such employee’s total fiscal 2025 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 2025 annual total compensation for the median-compensated employee was $82,826. As reported in the Summary Compensation Table of this Proxy Statement, the fiscal 2025 annual total compensation of our CEO, Mr. Haack, was $10,031,035. The ratio of the CEO’s annual total compensation to the median-compensated employee’s annual total compensation was approximately 122:1. 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

  110. CEO Pay Ratio

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 61 |

  111. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation for our principal executive officer (“PEO”) and non-PEO Named Executive Officers and the financial performance of the Company. The table below addresses compensation actually paid (“CAP”) to the PEO and the non-PEO Named Executive Officers, which is a concept developed by the SEC for purposes of this tabular disclosure and does not imply that the covered executives actually received payments or value equal to the CAP during the applicable fiscal year. Although the Compensation Committee focuses on pay relative to performance in its executive compensation decisions, it has not historically utilized CAP as a key measure in implementing its pay-for-performance philosophy. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis” above. The Company has selected Return on Equity as the company-selected financial performance measure presented in the table below. Although the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Return on Equity is the financial performance measure that represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s Named Executive Officers for the most recently completed fiscal year to Company performance.

  112. Pay Versus Performance

    | | | | Average Summary Compensation Table | Average Compensation | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year Ended March 31, | Summary Compensation Table Total for PEO(1) ($) | Compensation Actually Paid to PEO(2) ($) | Total for Non- PEO Named Executive Officers(3) ($) | Actually Paid to Non-PEO Named Executive Officers(4) ($) | Total Shareholder Return(5) ($) | Peer Group Total Shareholder Return(5) ($) | Net Income (dollars in thousands)(6) ($) | Return on Equity(7) | | 2025 | 10,031,035 | 7,187,509 | 2,041,204 | 1,679,090 | 389.78 | 289.26 | 463,416 | 33.5% | | 2024 | 8,464,214 | 22,621,110 | 1,911,988 | 2,879,383 | 475.35 | 295.88 | 477,639 | 38.3% | | 2023 | 7,997,493 | 10,936,146 | 2,175,544 | 2,334,525 | 255.39 | 190.86 | 461,540 | 32.2% | | 2022 | 6,975,909 | 6,645,203 | 2,410,994 | 2,304,789 | 221.62 | 200.39 | 374,247 | 24.6% | | 2021 | 6,058,635 | 17,679,107 | 2,238,016 | 4,995,116 | 230.42 | 194.28 | 339,444 | 20.0% |

  113. Pay Versus Performance

    (1) Mr. Haack has been our PEO for each of the fiscal years included in this table. The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Haack for each corresponding year in the “Total” column of the Summary Compensation Table, as updated to reflect revised grant date fair values for performance-based restricted stock and stock option awards in fiscal years 2021-2024, resulting in an increase in the previously-reported total compensation of approximately 5.0% in each fiscal year. Refer to the Summary Compensation Table of this Proxy Statement, including footnotes 2 and 3 thereof. (2) The dollar amounts reported in this column represent the amount of the CAP for Mr. Haack, as computed in accordance with Item 402(v)(2)(iii) of Regulation S-K. Mr. Haack did not participate during these fiscal years in any defined benefit or actuarial benefit plans of the type that would be required to be reported in the Summary Compensation Table. The reported CAP amount for fiscal 2024 has been updated to reflect revised fair value calculations at fiscal year-end for outstanding performance awards, resulting in a reduction in the previously-reported CAP for that fiscal year of less than 1.0%; the CAP for fiscal years 2021-2023 is unchanged from prior disclosure. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Haack’s total compensation for fiscal 2025 and prior fiscal years included in the table to determine CAP:

  114. Pay Versus Performance

    | Fiscal Year Ended March 31, | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards(a) ($) | Equity Award Adjustments(b) ($) | Compensation Actually Paid to PEO ($) | | 2025 | 10,031,035 | (6,888,323) | 4,044,797 | 7,187,509 | | 2024 | 8,464,214 | (5,208,137) | 19,365,033 | 22,621,110 | | 2023 | 7,997,493 | (4,882,705) | 7,821,358 | 10,936,146 | | 2022 | 6,975,909 | (4,340,159) | 4,009,453 | 6,645,203 | | 2021 | 6,058,635 | (3,797,561) | 15,418,033 | 17,679,107 |

  115. Pay Versus Performance

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 62 |

  116. Pay Versus Performance

    (a) This column deducts the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the covered fiscal year. (b) This column reflects the following adjustments in respect of stock awards and option awards for the covered fiscal year: (i) add the fiscal year-end fair value of any equity awards granted during the covered fiscal year that are outstanding and unvested as of the end of the fiscal year; (ii) add the amount of change as of the end of the covered fiscal year (from the end of the prior fiscal year) in fair value (whether positive or negative) of any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year; (iii) add, for awards that are granted and vest in the same covered fiscal year, the fair value as of the vesting date; (iv) add, for awards granted in prior years that vest in the covered fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value (whether positive or negative); (v) subtract, for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year, the amount equal to the fair value at the end of the prior fiscal year; and (vi) add the dollar value of any dividends or other earnings paid on stock or option awards in the covered fiscal year prior to the vesting date that are not otherwise included in total compensation for the covered fiscal year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  117. Pay Versus Performance

    | Fiscal Year Ended March 31, | Fiscal Year-End Fair Value of Covered Fiscal Year Equity Awards that are Outstanding and Unvested at Covered Fiscal Year-End ($) | Change in Fair Value (from Prior Fiscal Year-End to Covered Fiscal Year-End) of Prior Year Equity Awards that are Outstanding and Unvested at Covered Fiscal Year-End ($) | Fair Value as of Vesting Date of Covered Fiscal Year Equity Awards that Vested in the Covered Fiscal Year ($) | Change in Fair Value (from Prior Fiscal Year-End to Vesting Date) of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year ($) | Fair Value at End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 7,313,514 | (1,859,868) | - | (1,452,378) | — | 43,529 | 4,044,797 | | 2024 | 7,213,101 | 4,650,743 | 1,303,857 | 6,121,824 | — | 75,508 | 19,365,033 | | 2023 | 5,577,881 | 851,265 | 483,832 | 836,406 | — | 71,974 | 7,821,358 | | 2022 | 3,595,107 | (230,786) | 469,703 | 139,562 | — | 35,867 | 4,009,453 | | 2021 | 10,258,679 | 2,348,248 | 1,311,816 | 1,621,794 | (126,911) | 4,407 | 15,418,033 |

  118. Pay Versus Performance

    (3) Our non-PEO Named Executive Officers in the fiscal years reported in this table are as follows: Fiscal 2025 non-PEO Named Executive Officers were Messrs. Kesler, Newby, Cribbs and Thompson; fiscal 2024 non-PEO Named Executive Officers were Messrs. Kesler, Newby, Cribbs, Thompson, Robert S. Stewart and Steven L. Wentzel; fiscal 2023 non-PEO Named Executive Officers were Messrs. Kesler, Stewart, Newby, Wentzel and James H. Graass; fiscal 2022 non-PEO Named Executive Officers were Messrs. Kesler, Stewart, Wentzel and Graass; and fiscal 2021 non-PEO Named Executive Officers were Messrs. Kesler, Stewart, Wentzel and Graass. The dollar amounts reported in this column represent the average of the amounts reported for the non-PEO Named Executive Officers as a group in the “Total” column of the Summary Compensation Table in each applicable year’s proxy statement, as updated to reflect revised grant date fair values for performance-based restricted stock and stock option awards in fiscal years 2021-2024, resulting in an increase in the previously-reported average total compensation of approximately 3.0% in each fiscal year. Refer to the Summary Compensation Table of this Proxy Statement, including footnotes 2 and 3 thereof. The dollar amounts reported in this column represent the average amount of CAP for the non-PEO Named Executive Officers as a group, as computed in accordance with Item 402(v) of Regulation S-K. The non-PEO Named Executive Officers did not participate during these fiscal years in any defined benefit or actuarial benefit plans of the type that would be required to be reported in the Summary Compensation Table. The reported CAP amount for fiscal years 2021-2024 have been updated to reflect revised fair value calculations at fiscal year-end for outstanding performance awards, resulting in a reduction in the previously-reported CAP for that fiscal year of less than 1.0% in each fiscal year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the non-PEO Named Executive Officers as a group for fiscal 2025 and prior years included in the table to determine the compensation actually paid, using the same methodology described above in footnote (2):

  119. Pay Versus Performance

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 63 |

  120. Pay Versus Performance

    | Fiscal Year Ended March 31, | Average Reported Summary Compensation Table Total for Non-PEO Named Executive Officers ($) | Average Reported Value of Equity Awards ($) | Average Equity Award Adjustments(a) ($) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($) | | 2025 | 2,041,204 | (1,005,988) | 643,874 | 1,679,090 | | 2024 | 1,911,988 | (1,164,237) | 2,131,632 | 2,879,383 | | 2023 | 2,175,544 | (1,075,227) | 1,234,208 | 2,334,525 | | 2022 | 2,410,994 | (895,256) | 789,051 | 2,304,789 | | 2021 | 2,238,016 | (895,202) | 3,652,302 | 4,995,116 |

  121. Pay Versus Performance

    (a) The amounts deducted or added in calculating the equity award adjustments are as follows:

  122. Pay Versus Performance

    | Fiscal Year Ended March 31, | Fiscal Year-End Fair Value of Covered Fiscal Year Equity Awards that are Outstanding and Unvested at Covered Fiscal Year-End ($) | Change in Fair Value (from Prior Fiscal Year-End to Covered Fiscal Year-End) of Prior Year Equity Awards that are Outstanding and Unvested at Covered Fiscal Year-End ($) | Fair Value as of Vesting Date of Covered Fiscal Year Equity Awards that Vested in the Covered Fiscal Year ($) | Change in Fair Value (from Prior Fiscal Year-End to Vesting Date) of Equity Awards Granted in Prior Years that Vested in the Covered Fiscal Year ($) | Fair Value at End of the Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Fiscal Year ($) | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Total Compensation ($) | Total Equity Award Adjustments ($) | | 2025 | 1,068,079 | (240,821) | - | (194,070) | — | 10,686 | 643,874 | | 2024 | 751,594 | 607,145 | 135,875 | 623,655 | — | 13,363 | 2,131,632 | | 2023 | 741,548 | 191,705 | 91,300 | 191,659 | — | 17,996 | 1,234,208 | | 2022 | 733,584 | (74,512) | 96,923 | 17,738 | — | 15,318 | 789,051 | | 2021 | 1,967,209 | 855,472 | 251,781 | 611,815 | (36,464) | 2,489 | 3,652,302 |

  123. Pay Versus Performance

    (5) Each year reflects what the cumulative total shareholder return on a $100 investment would be, including the reinvestment of dividends, if such amount were invested on March 31, 2020. The peer group used for this purpose is the following published industry index: Dow Jones US Building Materials & Fixtures. (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year. (7) Return on Equity for a given fiscal year is defined as the net earnings of the Company for such fiscal year; divided by the Company’s average stockholders’ equity for such fiscal year (which is defined for any period to mean the Company’s total stockholders’ equity as of the beginning of such period plus the Company’s total stockholders’ equity at the end of such period; divided by 2). In calculating the average Return on Equity, the impact of certain extraordinary items not related to operating performance, including downward adjustment for the gain from the sale of non-core businesses, are excluded.

  124. Compensation Actually Paid versus Return on Equity

    Compensation Actually Paid versus Return on Equity

  125. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  126. Compensation Actually Paid versus Net Income

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 65 |

  127. Compensation Actually Paid versus Total Shareholder Return

    Compensation Actually Paid versus Total Shareholder Return

  128. Compensation Actually Paid versus Total Shareholder Return

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 66 |

  129. Accountability to Stockholders

    Accountability to Stockholders We believe our Board remains accountable to the Company’s stockholders, and that accountability should be defined by the degree of responsiveness of our directors to stockholder issues and concerns, rather than by the duration of their terms. Moreover, we believe that a classified board structure bolsters the autonomy of independent directors, by insulating them from pressure to meet short-term goals and allowing them to focus on the long-term interests of stockholders. Under Delaware law, all of our directors, irrespective of their term length, have a fiduciary responsibility to act in a manner they genuinely believe is in the best interests of the Company and its stockholders. Our entire Board is evaluated annually during our Board self-assessment process. In addition, at each annual meeting, stockholders have the opportunity to evaluate and elect approximately one-third of the Board. Our robust governance practices are intended to ensure ongoing accountability, responsiveness to stockholder concerns, and continuous improvement of Board effectiveness. As a result of our governance practices, the composition of our Board has recently undergone and continues to undergo significant changes. Mary P. Ricciardello and Mauro Gregorio joined our Board as independent directors in 2020 and 2021, respectively. Each of F. William Barnett and Ed H. Bowman ceased to serve as an independent member of our Board in 2022. David Rush joined our Board as an independent director on May 15, 2025. Finally, each of David B. Powers and Richard R. Stewart is expected to cease to serve as an independent member of our Board on the date of our 2025 annual stockholder meeting in accordance with our director retirement policy. These changes evidence our commitment to evaluating the composition of our Board on a continuous basis and promoting refreshment where appropriate to ensure effective governance.

  130. Accountability to Stockholders

    | | For the reasons outlined above, our Board of Directors believes that retaining our classified board structure enhances long-term stockholder value. Our Board of Directors unanimously recommends that holders of Common Stock vote AGAINST this stockholder proposal. |

  131. Accountability to Stockholders

    | Eagle Materials Inc. - 2025 PROXY STATEMENT | 74 |