DEF 14A of Eagle Materials Inc, Jun 26, 2020

DEF 14A of Eagle Materials Inc

Filed Jun 26, 2020 · FY20200001193125-20-180963

Open on EDGAR

  1. Our proxy statement and 2020 annual report to stockholders are available

    | | Page | | Executive Compensation | 41 | | Summary Compensation Table | 41 | | Grants of Plan-Based Awards | 44 | | Outstanding Equity Awards at Fiscal Year-End | 46 | | Option Exercises and Stock Vested | 49 | | Nonqualified Deferred Compensation in FY 2020 | 50 | | Potential Payments Upon Termination or Change in Control | 51 | | Change in Control Continuity Agreements | 51 | | Payments Made Upon Any Termination | 51 | | Payments in Connection with Retirement of Chief Executive Officer | 54 | | CEO Pay Ratio | 55 | | Stock Ownership | 56 | | Management | 56 | | Certain Beneficial Owners | 58 | | Related Party Transactions | 59 | | Section 16(a) Beneficial Ownership Reporting Compliance | 60 | | Employee, Officer and Director Hedging | 60 | | Code of Conduct | 60 | | Proposal No. 2: Advisory Vote on Compensation of Our Named Executive Officers | 61 | | Recommendation of the Board | 61 | | Proposal No. 3: Approval of Expected Appointment of Independent Auditors | 62 | | Recommendation of the Board | 62 | | Relationship with Independent Public Accountants | 63 | | Audit Committee Report | 64 | | Other Matters Which May be Presented for Action at the Meeting | 65 | | Delivery of Documents to Stockholders | 65 | | Deadline for Receipt of Stockholder Proposals | 65 |

  2. PROPOSAL NO. 1: ELECTION OF DIRECTORS AND RELATED MATTERS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS AND RELATED MATTERS

  3. (Class II Directors)

    (Class II Directors)

  4. Margot L. Carter

    Margot L. Carter

  5. Margot L. Carter

    | Director Since: | 2017 | | Age: | 52 | | Committees: | Compensation | | | Governance | | Other Public Boards: | Installed Building | | | Products, Inc. |

  6. Margot L. Carter

    Career Highlights: Ms. Carter has been a director of Installed Building Products, Inc., an installer of insulation and complementary building products, since 2014. She serves as IBP’s lead independent director, the Chair of its Nominating and Governance Committee and a member of the Audit Committee. From 2010 to 2015, Ms. Carter served as Executive Vice President, Chief Legal Officer and Secretary for RealPage, Inc. Since 1998, Ms. Carter has served as the President and founder of Living Mountain Capital, L.L.C., a business advisory firm. She also sits on the executive board of the NACD North Texas Chapter. Skills and Qualifications: Ms. Carter brings to the Board and the committees on which she serves her proven leadership and business experience gained as a general counsel and director at other public companies. Ms. Carter also brings strategy, business development, M&A experience and corporate governance and finance knowledge gained from over 20 years of executive and board experience at other public companies.

  7. Michael R. Nicolais

    Michael R. Nicolais

  8. (Chairman of the Board)

    (Chairman of the Board)

  9. (Chairman of the Board)

    | Director Since: | 2001 | | Age: | 62 | | Committees: | Executive | | | Compensation |

  10. (Chairman of the Board)

    Career Highlights: In January 2020, Mr. Nicolais founded and is managing partner of Roble Drive Investment Company, a private investment firm, following his retirement as Vice Chairman and Chief Executive Officer of Highlander Partners L.P., an investment partnership—an office he held from January 2017 through December 2019. Previously, Mr. Nicolais served Highlander Partners as President from April 2004 through December 2016. From August 2002 until March 2004, Mr. Nicolais served as Managing Director of Stephens, Inc., an investment banking firm. Prior to joining Stephens, Inc., he was a partner in the private investment firm of Olivhan Investments, L.P. from March 2001 until August 2002. From August 1986 to December 2000, he was employed by Donaldson, Lufkin & Jenrette Securities Corporation’s Investment Banking Division, most recently in the position of Managing Director and co-head of that firm’s Dallas office. Skills and Qualifications: Mr. Nicolais brings to the Board and the committees on which he serves his extensive knowledge of capital markets, mergers and acquisitions and financial analysis and financial oversight experience gained through his work as an investment banker and investment manager.

  11. (Chairman of the Board)

    | Director Since: | 2020 | | Age: | 64 | | Committees: | Audit | | Other Public Boards: | Devon Energy Corp. |

  12. (Chairman of the Board)

    Career Highlights: In 2002, Ms. Ricciardello retired after a 20-year career with Reliant Energy Inc., a leading independent power producer and marketer. She served in various financial management positions with the company, including Comptroller, Vice President and most recently Senior Vice President and Chief Accounting Officer. Ms. Ricciardello served as a director of Noble Corporation from 2003 until May 2020 and as a director of EnLink Midstream from 2014 until 2018. She served on the board of U.S. Concrete, Inc. from 2003 until 2010. Ms. Ricciardello currently sits on the executive council of the NACD TriCities Chapter (Houston). Skills and Qualifications: Ms. Ricciardello is a licensed Certified Public Accountant and a financial executive with over 30 years of experience. She brings to the Board her extensive experience with corporate finance, accounting and tax matters.

  13. Richard R. Stewart

    Richard R. Stewart

  14. Richard R. Stewart

    | Director Since: | 2006 | | Age: | 70 | | Committees: | Audit | | Other Public Boards: | Kirby Corporation |

  15. Richard R. Stewart

    Career Highlights: From 1998 until 2006 Mr. Stewart served as President and CEO of GE Aero Energy, a division of GE Power Systems and as an officer of General Electric Company. Mr. Stewart retired from General Electric in 2006. Mr. Stewart’s career at General Electric began in 1998 as a result of General Electric’s acquisition of the gas turbine business of Stewart & Stevenson Services, Inc. Mr. Stewart began his career at Stewart & Stevenson in 1972 and while at Stewart & Stevenson served in various positions including as Group President and member of the board of directors. Mr. Stewart also served as a director of Plug Power Inc. from July of 2003 to March of 2006. Mr. Stewart was a director of Lufkin Industries, Inc. from 2009 until its acquisition by GE Oil & Gas in 2013 and served a director of Exterran Corp. from 2015 to 2018. Skills and Qualifications: Mr. Stewart brings to the Board and the committees on which he serves his proven leadership and business experience as the former CEO of a manufacturing company. Mr. Stewart also brings corporate governance experience gained from membership on the boards of other public companies and as an officer with General Electric.

  16. Continuing Directors Whose Terms Expire at our 2021 Annual Meeting

    Continuing Directors Whose Terms Expire at our 2021 Annual Meeting

  17. (Class III Directors)

    (Class III Directors)

  18. F. William Barnett

    F. William Barnett

  19. F. William Barnett

    | Director Since: | 2003 | | Age: | 73 | | Committees: | Governance (Chair) |

  20. F. William Barnett

    Career Highlights: Mr. Barnett retired in 2003 from his position as a Director in the Dallas office of McKinsey & Company, Inc., an international consulting firm, after 23 years of employment, where he led the firm’s Strategy Practice. Mr. Barnett has taught MBA students at the Yale School of Management and the Jesse H. Jones Graduate School of Business at Rice University. Mr. Barnett’s book, The Strategic Career: Let Business Principles Guide You, was released in 2015. Skills and Qualifications: Mr. Barnett brings to the Board and the committees on which he serves his corporate governance and strategy development and implementation experience gained from his long career in management consulting.

  21. Richard Beckwitt

    Richard Beckwitt

  22. Richard Beckwitt

    | Director Since: | 2014 | | Age: | 61 | | Committees: | Audit Governance | | Other Public Boards: | Lennar Corporation |

  23. Richard Beckwitt

    Career Highlights: Mr. Beckwitt is the Chief Executive Officer of Lennar Corporation. He also serves on the Lennar Board of Directors. He joined Lennar in March 2006 as an Executive Vice President, became President in April 2011 and was promoted to CEO in April 2018. Mr. Beckwitt served on the Board of Directors of D.R. Horton, Inc. from 1993 to November 2003. From 1993 to March 2000, he held various executive officer positions at D.R. Horton, including President of the Company. From March 2000 to April 2003, Mr. Beckwitt was the owner and principal of EVP Capital, L.P., a venture capital and real estate advisory company. From 1986 to 1993, Mr. Beckwitt worked in the Mergers and Acquisitions and Corporate Finance Departments at Lehman Brothers. Mr. Beckwitt also served as a director of Five Point Holdings from May 2016 to June 2020. Skills and Qualifications: Mr. Beckwitt brings to the Board and the committees on which he serves his extensive executive experience gained through his service as the President and executive officer of public companies within the homebuilding industry, as well as finance-related experience with a major investment banking firm.

  24. Ed H. Bowman

    Ed H. Bowman

  25. Ed H. Bowman

    | Director Since: | 2011 | | Age: | 73 | | Committees: | Compensation (Chair) |

  26. Ed H. Bowman

    Career Highlights: Mr. Bowman served as Chief Executive Officer, President and a director of SOURCECORP from 1996 until 2011. Prior to 1996, Mr. Bowman was a senior executive at First Data Corporation. Mr. Bowman serves as an Executive Partner with Teakwood Capital and on the board of iiPay, LTD. Skills and Experience: Mr. Bowman brings to the Board and the Compensation Committee his proven leadership and business experience as the retired CEO of an expanding company. Mr. Bowman also brings corporate governance, finance and compensation knowledge gained from his experience at other public companies.

  27. Michael R. Haack

    Michael R. Haack

  28. Michael R. Haack

    | Director Since: | 2019 | | Age: | 47 | | Committees: | Executive |

  29. Michael R. Haack

    Career Highlights: Mr. Haack has been the Company’s President and Chief Executive Officer since July 1, 2019. Prior to that time, he has served as President and Chief Operating Officer since August 2018 and was Executive Vice President and Chief Operating Officer from December 2014 through August 2018. Mr. Haack was employed at Halliburton Energy Services for the 17 years prior to joining the Company, most recently as Global Operations Manager at Halliburton’s Sperry Drilling division). Skills and Qualifications: Mr. Haack brings to the Board his extensive knowledge of the Company’s operations, as well as his executive and operations experience gained in heavy industry over the previous 20 years.

  30. Continuing Directors Whose Terms Expire at our 2022 Annual Meeting

    Continuing Directors Whose Terms Expire at our 2022 Annual Meeting

  31. (Class I Directors)

    (Class I Directors)

  32. BOARD COMPENSATION

    | (1) total compensation valued at $230,000, of which $105,000 is paid in cash and the remainder is provided in the form of an equity grant valued at $125,000; or |

  33. Non-Employee Director Compensation for Fiscal Year 2020

    Non-Employee Director Compensation for Fiscal Year 2020 The table below summarizes the compensation paid by the Company to our non-employee directors for the fiscal year ended March 31, 2020.

  34. Non-Employee Director Compensation for Fiscal Year 2020

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(2) | Total ($) | | F. William Barnett(3) | — | $281,000 | — | — | — | $4,829 | $285,829 | | Richard Beckwitt(4) | — | 261,500 | — | — | — | 2,382 | 263,882 | | Ed H. Bowman(5) | — | 287,500 | — | — | — | 4,876 | 292,376 | | Margot L. Carter(6) | $70,000 | 125,000 | — | — | — | 297 | 195,297 | | George J. Damiris(4)(7) | — | 261,500 | — | — | — | 620 | 262,120 | | Martin M. Ellen(7)(8) | 121,167 | 125,000 | — | — | — | 1,038 | 247,205 | | Michael R. Nicolais(9) | 25,000 | 482,500 | — | — | — | 3,292 | 510,792 | | David B. Powers(6)(10) | — | — | — | — | — | — | — | | Mary P. Ricciardello(11) | — | — | — | — | — | — | — | | Richard R. Stewart(6)(12) | 101,167 | 125,000 | — | — | — | 1,717 | 227,884 |

  35. Non-Employee Director Compensation for Fiscal Year 2020

    | (1) The amounts in this column reflect the value of restricted stock awards made to the directors in the fiscal year ended March 31, 2020 and are consistent with the grant date fair value of the award computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to footnote (L) to the Company’s audited financial statements for the fiscal year ended March 31, 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on May 22, 2020, or “Fiscal 2020 Form 10-K.” |

  36. Non-Employee Director Compensation for Fiscal Year 2020

    | (2) The amounts in this column represent dividend payments made in fiscal 2020 to the directors with respect to restricted stock held by such directors. |

  37. Non-Employee Director Compensation for Fiscal Year 2020

    | (3) Mr. Barnett 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). |

  38. Non-Employee Director Compensation for Fiscal Year 2020

    | (4) Messrs. Beckwitt and Damiris elected to receive 100% of their director compensation in the form of equity. |

  39. Non-Employee Director Compensation for Fiscal Year 2020

    | (5) Mr. Bowman 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). |

  40. Non-Employee Director Compensation for Fiscal Year 2020

    | (6) 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. |

  41. Non-Employee Director Compensation for Fiscal Year 2020

    | (7) A portion of the cash received by Messrs. Ellen and Stewart relates to director compensation for the prior board year ended July 2019. |

  42. Non-Employee Director Compensation for Fiscal Year 2020

    | (8) 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. |

  43. Non-Employee Director Compensation for Fiscal Year 2020

    | (9) Mr. Nicolais served as Chairman of the Board during fiscal 2020. He elected to receive 100% of his director compensation in the form of equity (including his chairperson fee). Mr. Nicolais received a cash payment of $25,000 for his service as Chairman of the Board for a portion of the board year. |

  44. Non-Employee Director Compensation for Fiscal Year 2020

    | (10) Mr. Powers retired as our Chief Executive Officer on July 1, 2019. He continues to serve as a non-employee director. The compensation paid to |

  45. Non-Employee Director Compensation for Fiscal Year 2020

    | Mr. Powers for his service as a director is reflected in the Summary Compensation Table on page 41 of this proxy statement. |

  46. Non-Employee Director Compensation for Fiscal Year 2020

    | (11) Ms. Ricciardello did not serve as a director during fiscal 2020. She was appointed to the Board on April 15, 2020. |

  47. Non-Employee Director Compensation for Fiscal Year 2020

    | (12) Mr. Stewart served as Chairman of the Board for a portion of the board year. He selected the compensation package where he receives a portion of his director compensation in the form of equity and a portion in cash. |

  48. Non-Employee Director Compensation for Fiscal Year 2020

    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, 2020.

  49. Non-Employee Director Compensation for Fiscal Year 2020

    | Name | Stock Options(1) | RSUs(2) | Restricted Stock(3) | | F. William Barnett | 33,821 | — | 10,405 | | Richard Beckwitt | 2,070 | — | 4,405 | | Ed H. Bowman | 6,293 | — | 10,485 | | Margot L. Carter | — | — | — | | George J. Damiris | — | — | — | | Martin M. Ellen | 6,917 | — | 1,852 | | Michael R. Nicolais | 17,267 | 3,877 | 5,368 | | David B. Powers | 23,410 | — | — | | Mary P. Ricciardello | — | — | — | | Richard R. Stewart | 9,942 | — | 3,550 |

  50. Non-Employee Director Compensation for Fiscal Year 2020

    | (1) All of these stock options were fully exercisable as of March 31, 2020. |

  51. Non-Employee Director Compensation for Fiscal Year 2020

    | (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 – 577 RSUs. |

  52. Non-Employee Director Compensation for Fiscal Year 2020

    | (3) The restrictions on these restricted stock awards 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. Any cash dividends declared and paid by the Company during the restricted period are paid in cash with respect to such restricted stock. |

  53. Compensation Committee

    | • | review and recommend to the Board the compensation of non-employee directors; |

  54. Our Core Tenet: Pay for Performance

    | • | Creating a direct and substantial link between the executive’s annual cash incentive bonus and our annual operating earnings, |

  55. Our Core Tenet: Pay for Performance

    | • | Structuring long-term compensation as equity awards, so that executives have an appropriate incentive to contribute to the creation of long-term stockholder value, and |

  56. Our Core Tenet: Pay for Performance

    | • | Establishing our annual incentive bonus maximums based on our operating earnings, with the ability for the Committee to reduce the bonus based on individual performance goals, and |

  57. Our Core Tenet: Pay for Performance

    To achieve our compensation objectives for fiscal 2020, our executive compensation program used a combination of short-term and long-term elements: (1) annual salary, (2) annual incentive bonus, and (3) long-term incentive compensation in the form of stock options and restricted stock, both with time and performance vesting conditions. Each element of long-term and short-term compensation is discussed more fully below under the heading “Primary Elements of Executive Compensation” on page 28 of this proxy statement.

  58. Our Compensation Practices

    | • | No employment agreements currently in effect with our executives. |

  59. Our Compensation Practices

    | • | Our incentive plan prohibits the re-pricing of options. |

  60. Our Compensation Practices

    | • | A substantial portion of our annual long-term compensation awards are performance-based. |

  61. Our Compensation Practices

    | • | Our stock ownership guidelines require management to align their long-term interests with those of our stockholders. |

  62. Authority of the Compensation Committee

    | • | Set the salary and other cash and equity compensation for our CEO based on such evaluation; |

  63. Authority of the Compensation Committee

    | • | Grant cash awards (including annual incentive bonuses) under our annual bonus programs and equity awards (including options, restricted stock and restricted stock units) under our long-term Incentive Plan to our officers and other key employees; |

  64. Authority of the Compensation Committee

    | • | Review and recommend to the Board the compensation of our non-employee directors; and |

  65. Authority of the Compensation Committee

    | (2) the overall size of the annual incentive bonus pools based on a percentage of our operating earnings in which the Named Executive Officers will have the opportunity to participate during such year and the percentage of the pool assigned to each Named Executive Officer; |

  66. Authority of the Compensation Committee

    | (3) whether the Compensation Committee will make any long-term incentive compensation awards in such fiscal year; |

  67. Authority of the Compensation Committee

    | (4) if the Compensation Committee decides to make long-term compensation awards for such fiscal year, the amount, nature of and terms applicable to such awards, including the form any such awards will take (e.g., options, restricted stock, restricted stock units and/or cash), the individual grant date fair value for awards to be made to each Named Executive Officer, the performance- or time-vesting criteria (or both) that will apply to any such awards, and the exercisability or payment schedules that will apply to any such awards if the performance criteria are satisfied; and |

  68. Authority of the Compensation Committee

    | (1) reviews and approves the annual incentive bonus pools; |

  69. Authority of the Compensation Committee

    | (2) determines the extent to which the performance criteria for the prior fiscal year applicable to any long-term incentive awards were satisfied; |

  70. Authority of the Compensation Committee

    | (3) determines the amount of the downward adjustment, if any, to be made to the annual incentive bonus payment to each Named Executive Officer based on individual performance; and |

  71. Role of Management

    Role of Management Our CEO participates to a limited extent in the administration of our compensation program for Named Executive Officers, other than himself. 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 incentive bonus levels for the recently completed fiscal year, and annual incentive bonus 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.

  72. Engagement of an Independent Compensation Consultant

    Engagement of an Independent Compensation Consultant Late in fiscal 2019 (January 2019), the Compensation Committee again retained Longnecker & Associates (“L&A”), an independent compensation consulting firm based in Houston, Texas, to review levels and incentive components of our executives’ compensation in an effort to align the compensation of our officers competitively with the market for fiscal 2020. The primary role of L&A was to provide the Compensation Committee with market data and information regarding compensation trends in our industry and to make recommendations regarding base salaries, the design of our incentive programs and executive compensation levels. Our management did not direct or oversee the retention or activities of L&A with respect to our executive compensation program. The Compensation Committee has assessed the independence of L&A pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent L&A from independently advising the Compensation Committee.

  73. Compensation Peers

    Compensation Peers The data used by L&A in its survey of compensation, which we refer to as the “compensation study,” was weighted so that 50% was from published surveys from Economic Research Institute, Mercer, Pay Factors, Kenexa and WorldatWork and 50% was from compensation disclosures included in the proxy statements of members of our peer group. At the beginning of fiscal 2020 (spring 2019), L&A reviewed the Company’s current peer group for appropriateness and provided the Compensation Committee with recommendations for any additional peers to be included. L&A analyzed the Company’s peer group and potential modifications based on (1) other similar companies within similar industries, (2) revenue, (3) asset size, (4) market capitalization, and (5) enterprise value. Based on this analysis, L&A recommended removal of one peer used in fiscal 2019: KapStone Paper and Packaging Corporation, which had been acquired. Additionally, L&A recommended the addition of one company to the peer group: Granite Construction Incorporated. Based on L&A’s recommendation, the Compensation Committee utilized the following 15-company peer group in analyzing fiscal 2020 compensation (“compensation peer group”):

  74. Compensation Peers

    | Armstrong Worldwide Industries, Inc. Continental Building Products, Inc. EnPro Industries, Inc. Granite Construction Incorporated James Hardie Industries plc Lennox International Inc. Louisiana-Pacific Corp. Martin Marietta Materials Inc. Masonite International Corporation Silgan Holdings, Inc. Summit Materials, Inc. USG Corporation U.S. Concrete, Inc. U.S. Silica Holdings, Inc. Vulcan Materials Company |

  75. Compensation Peers

    L&A delivered its compensation peer analysis report to the Compensation Committee in February 2019, utilizing trailing 12 months financials for revenue; asset value as of the latest quarterly report on Form 10-Q filed by the company; and market capitalization and enterprise value as of February 14, 2019. The Company’s ranking within the compensation peer group in each of the categories utilized by L&A was as follows:

  76. Compensation Peers

    | Category | Company Percentile Rank | | Revenue | 18th | | Assets | 42nd | | Market Capitalization | 55th | | Enterprise Value | 57th | | OVERALL AVERAGE | 43rd |

  77. Compensation Peers

    We are aware that institutional shareholder advisors, such as Institutional Shareholder Services, Glass Lewis and others, utilize methodologies to determine “peer groups” that may differ from our process. We believe that the methodologies they use may result in a peer group that does not provide a close “fit” for Eagle. For example, if the institutional shareholder advisor relies upon GICS codes to identify potential peers, the resulting peer group would include many companies whose operations we view as sufficiently dissimilar to ours as to make comparisons significantly less meaningful. Additionally, if the institutional shareholder advisor constructs a peer group based solely on revenues, the resulting peer group can create a poor fit for two reasons. First, because of accounting rules we are unable to include our 50/50 Texas Lehigh joint venture’s revenues in our revenue line item—we instead account for that entity in a separate line item valuing the equity interest in an unconsolidated joint venture. As a result, in our view, our revenue is, in effect, understated. Second, in our industry, with large up-front capital projects, we believe that cash flow and operating earnings are more important than revenues when evaluating peers. For these reasons and in light of the peer analysis described above, we believe that the compensation peer group identified by our Compensation Committee for fiscal 2020 provides a more appropriate and meaningful basis for assessing our executive compensation.

  78. Chief Executive Officer Transition

    Chief Executive Officer Transition On March 4, 2019, the Company announced that Mr. Powers had decided to retire as Chief Executive Officer of the Company effective July 1, 2019 (and that he would continue to serve as a non-employee director). On June 19, 2019, the Board approved an Advisory Agreement with Mr. Powers in connection with his retirement, effective July 1, 2019, pursuant to which Mr. Powers agreed to provide advisory services to the Company during the period from his retirement date until March 31, 2020. Under this agreement, Mr. Powers was engaged to provide to management his expertise, experience and industry knowledge during this important transition period during which the Company continued making preparations for the previously announced separation of its Wallboard and Cement businesses. The advisory services performed by Mr. Powers included providing support, advice, and counsel to the Company’s successor Chief Executive Officer regarding all aspects of the Company’s businesses; consulting with the successor Chief Executive Officer, including with regard to leadership transition; assisting the successor Chief Executive Officer and the management team with any special projects, including specifically with regard to the planned announced separation of the Company’s wallboard business and the cement business and the exploration of alternatives for the Company’s frac sand division; and performing such other services as are consistent with Mr. Powers’s experience and expertise. The Advisory Agreement also subjects Mr. Powers to a perpetual confidentiality covenant and, for a period of one year following his retirement date, covenants concerning noncompetition, nonsolicitation of customers, clients and suppliers and nonsolicitation of employees. In consideration for Mr. Powers’s services, he received an advisory fee of $1,200,000, payable in monthly installments. In addition, the Board approved his retirement for purposes of his outstanding earned but unvested restricted stock awards, resulting in the vesting of such awards as of his retirement date. The Advisory Agreement provides that, following Mr. Powers’s retirement, he would continue as a member of the Board and be compensated in the same manner as other non-employee directors, except that his director compensation for 2019 would be prorated for the period following his retirement date. In connection with the Company’s March 4, 2019 announcement that Mr. Powers had decided to retire as an officer of the Company effective July 1, 2019, the Company announced that Mr. Haack would be promoted to President and Chief Executive Officer effective upon Mr. Powers’s retirement. No changes were made to Mr. Haack’s compensation at the time his promotion was announced. Rather, the Compensation Committee considered Mr. Haack’s compensation for fiscal 2020 at the time of the regular annual review for all executives as described below.

  79. Primary Elements of Executive Compensation

    | • | Annual incentive bonus |

  80. Primary Elements of Executive Compensation

    | • | Long-term incentive compensation |

  81. Annual Incentive Bonus

    Annual Incentive Bonus The Compensation Committee is responsible for approving the annual incentive bonus for our CEO and the other Named Executive Officers. Annual incentive bonuses paid to our Named Executive Officers for fiscal 2020 (other than Mr. Essl and Mr. Powers) were made under the Eagle Materials Inc. Salaried Incentive Compensation Program for Fiscal Year 2020, which we refer to as the “Eagle Annual Incentive Program.” The Eagle Annual Incentive Program and the Company’s other incentive programs for fiscal 2020 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 incentive bonus programs also reflect the Committee’s philosophy of aligning the interests of our executives with those of the stockholders. These programs create this alignment by providing that an officer’s annual bonus potential varies directly with our operating earnings. Although individual performance and achievement of goals (as discussed in more detail below under “Approving the Annual Incentive Bonus”) may affect the actual incentive bonus amount, our programs are structured in such a way that the executive officer’s incentive bonus potential can vary considerably as operating earnings change from year to year. The Committee believes that operating earnings is an appropriate metric for annual incentive bonuses because it is tied closely to operations, can be directly impacted by the efforts of the pool participants, and is a measure that our stockholders have indicated they track and value. Eagle Annual Incentive Program For fiscal 2020, Messrs. Haack, Kesler, Stewart and Graass were participants in the Eagle Annual Incentive Program. Under this program, during the first quarter of the fiscal year, a percentage of our operating earnings is designated by the Compensation Committee as a pool for bonuses, and each participating Named Executive Officer is assigned a share of such pool, representing the executive’s maximum bonus opportunity. At the end of the fiscal year, the size of the pool is determined, based on the amount of operating earnings generated during such fiscal year, and annual incentive bonuses are paid to each participating executive in the form of a lump sum cash payment reflecting each executive’s share of the pool, subject to the exercise of “negative discretion” by the Compensation Committee to reduce (but not increase) the amount of the cash payment based on the executive’s individual performance during the fiscal year. The amount of the annual incentive bonus paid to an executive is based on the level of our operating earnings, the share of the pool designated for such executive, and an assessment of such executive’s individual performance. The Eagle Annual Incentive Program for Fiscal 2020 was adopted by the Compensation Committee in May 2019, and it mirrored the structure of the fiscal 2019 program. The program was to be funded with 1.2% of the Company’s operating earnings for fiscal 2020, which was a lower percentage than the 1.4% of operating earnings that had funded the pool in recent years. The Compensation Committee reduced the funding rate for fiscal 2020 because one fewer executive would be participating in the pool. The bonus pool itself is not subject to a separate cap or maximum, but is merely a function of multiplying the pre-determined percentage by our operating earnings for the applicable fiscal year; however, our Incentive Plan does provide an absolute cap on cash that any employee may receive in any fiscal year under such programs ($5 million). 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 2020. In allocating each Named Executive Officer’s opportunity under the pool, the Compensation Committee considered the amount of annual incentive bonus compensation opportunities of executives in other companies who fulfill similar roles as illustrated in the compensation study prepared by L&A, the share of the pool historically allocated to officers in such roles by the Company, the recommendation of Messrs. Powers and Haack for each participant (other than themselves), 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 2020. The Compensation Committee set the bonus potential for the Named Executive Officers as follows:

  82. Annual Incentive Bonus

    | Name | Annual Incentive Bonus Potential (% of Pool) | | Michael R. Haack | 28.0 | | D. Craig Kesler | 21.5 | | Robert S. Stewart | 18.5 | | James H. Graass | 18.5 |

  83. Annual Incentive Bonus

    Also at the beginning of fiscal 2020, the Compensation Committee worked with Messrs. Powers and Haack to develop individual annual incentive goal categories by plan and position throughout the Company, including with respect to the Named Executive Officers (other than themselves). For participants in the Eagle Annual Incentive Program, the participants’ individual performance against the goals would be evaluated by the Committee in the exercise of “negative discretion” to reduce (but not increase) the amount of the portion of the pool that would be paid to the participant at the end of the fiscal year. At the end of fiscal 2020, the Compensation Committee determined that the aggregate amount available for the Eagle Annual Incentive Program pool for fiscal 2020 was $3,845,353, based on the Company’s operating earnings of $320,446,048, as adjusted for certain extraordinary items that the Committee believes are not reflective of operating performance, including the non-cash impairment of various assets in our oil and gas proppants segment and costs related to the planned separation of our heavy and light businesses. This pool amount was not quantifiable until the end of fiscal 2020. For comparison purposes, the equivalent pool amount in fiscal 2019 was $4,597,239 based on operating earnings of $328,374,186 (as adjusted). Divisional Annual Incentive Program For certain employees who do not participate in the Eagle Annual Incentive Program, the Company maintains divisional annual incentive plans, which the Committee believes better tie such employees’ annual incentive compensation to metrics that they can directly influence than a Company-wide program. For fiscal 2020, Mr. Essl participated in a Divisional Annual Incentive Bonus Program. Under these programs, a percentage of a division’s operating earnings is allocated to the bonus pool and each participating employee is assigned a share of the pool, representing the employee’s maximum bonus opportunity. At the end of the fiscal year, the size of the pool is determined and annual bonuses are paid to participating employees in the form of a lump sum cash payment in accordance with their shares of the pool, subject to the exercise of negative discretion by our CEO (or, in the case of bonuses paid to Named Executive Officers, the Compensation Committee) based on the employee’s individual performance during the fiscal year. Mr. Essl participated in the Eagle Materials Inc. Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2020. Under this program, the bonus pool equaled 1.9% of the consolidated EBITDA for all of the Company’s cement companies, which is the same percentage the Compensation Committee has set for the past several years. In deciding to keep the percentage of EBITDA which would fund this bonus pool the same as the prior year, the Compensation Committee considered several factors, including our compensation philosophy that a significant portion of the executive’s compensation should be “at risk” and subject to the Company’s success (level of earnings). The divisional bonus pools are not subject to a separate cap or maximum, but are merely a function of multiplying the pre-determined percentage by the applicable operating earnings for the applicable fiscal year. The aggregate amounts available for the Cement program for fiscal 2020 was $4,042,936, which was not quantifiable until the end of fiscal 2020 and includes amounts available for payment to officers and employees other than the Named Executive Officers. For comparison purposes, the equivalent amount in fiscal 2019 was $3,180,380. In May 2019, the Compensation Committee set the annual incentive bonus potential for Mr. Essl under the Cement Divisional Annual Incentive Bonus Program. In determining Mr. Essl’s allocation of the pool, the Compensation Committee considered the recommendation of Mr. Haack, the amount of annual incentive bonus compensation payable to executives in other companies who fulfill similar roles as illustrated in the compensation study prepared by L&A, the portion of the pool historically allocated to his position and the Compensation Committee’s assessment of his importance and contribution to his division’s performance, his importance as an officer within his division in driving the achievement of divisional goals and profitability and his level of responsibility. The Compensation Committee set Mr. Essl’s incentive bonus potential at 18% of his divisional bonus pool. Fiscal 2020 Special Situation Program In the first quarter of fiscal 2020 (May 2019), the Compensation Committee approved the Eagle Materials Inc. Special Situation Program for Fiscal Year 2020, which we refer to as the “SSP,” which is a special annual incentive program intended to recognize outstanding individual performance during the fiscal year. The SSP also provides flexibility to reward performance when special circumstances arise in which our CEO determines that an individual has performed well but not been adequately compensated pursuant to other components of compensation, including without limitation instances where an individual’s compensation has been adversely affected by market conditions such as a cyclical downturn or in recognition of transactions and events not contemplated at the time the Compensation Committee set compensation for the applicable year. SSP awards are made by our CEO, except that awards to executive officers require Compensation Committee approval (and our CEO does not have a role in the determination of any SSP award to himself). Awards under the SSP are not predetermined for any individuals at the beginning of the fiscal year. All full-time employees of Eagle Materials Inc. or any of our subsidiaries are eligible to receive awards under this program. At the beginning of fiscal 2020, the Compensation Committee determined that 0.20% of the Company’s EBITDA for the ensuing fiscal year would fund the SSP, along with the portions of the Eagle and divisional incentive compensation plans and divisional long-term cash compensation plans not paid out. In setting the percentage of EBITDA which would fund the SSP, the Compensation Committee considered several factors, including the anticipated EBITDA for fiscal 2020. All of our Named Executive Officers are eligible to participate in the SSP. Approving the Annual Incentive Bonus In May 2020, the Compensation Committee approved the incentive bonus pool for fiscal 2020 for the Company. In addition, at the end of fiscal 2020, 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 incentive bonus for each such Named Executive Officer. Mr. Powers did not receive an annual bonus, and 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 2020 had been achieved. Mr. Haack At the end of fiscal 2020, 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 goals and objectives for fiscal

  84. Annual Incentive Bonus

    2020 under the Eagle Annual Incentive Program. Based on this evaluation, which included both quantitative as well as discretionary factors, the Compensation Committee believes Mr. Haack performed at a high level during fiscal 2020 and his goals and objectives were substantially met. That evaluation resulted in Mr. Haack receiving 90% of his bonus potential for fiscal 2020. The Compensation Committee approved an annual incentive bonus for Mr. Haack under the Eagle Annual Incentive Program of $969,029. 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:

  85. Annual Incentive Bonus

    | • | promotion of a safety performance culture and results achieved at the Company’s operating units; |

  86. Annual Incentive Bonus

    | • | leadership in driving talent and organizational development at both the corporate and divisional levels; |

  87. Annual Incentive Bonus

    | • | results achieved on a number of important capital projects, including driving the implementation of the capacity expansion project at the Company’s paper mill; |

  88. Annual Incentive Bonus

    | • | overall financial performance versus plan; and |

  89. Annual Incentive Bonus

    | • | progress and results achieved on specific strategic initiatives. |

  90. Annual Incentive Bonus

    In addition, the Compensation Committee approved a cash award under the SSP to Mr. Haack in the amount of $275,000. In making this award to Mr. Haack, the Compensation Committee took into consideration Mr. Haack’s extraordinary leadership in connection with the strategic acquisition of Kosmos Cement, successful divestiture of non-strategic business units, and extensive preparation for the planned separation of the Company’s heavy and light businesses. Mr. Kesler At the end of fiscal 2020, Mr. Haack reviewed Mr. Kesler’s performance. Based in part on this review, the Compensation Committee determined that Mr. Kesler had substantially met his goals and awarded Mr. Kesler 96% of his incentive bonus potential, approving an annual incentive bonus for Mr. Kesler under the Eagle Annual Incentive Program of $793,681. 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 successful execution of the Company’s investor relations function, and his development of a training and succession planning program through the finance department Company-wide. In addition, the Compensation Committee approved a cash award under the SSP to Mr. Kesler in the amount of $206,000. In making this award to Mr. Kesler, the Compensation Committee took into consideration the recommendation of Mr. Haack and Mr. Kesler’s extensive participation in divestitures of non-strategic business units, extensive preparatory work for the planned separation of the Company’s heavy and light businesses (including capital structure matters), and his leadership in structuring and executing the financing for the Kosmos Cement acquisition. Mr. Stewart At the end of fiscal 2020, Mr. Haack reviewed Mr. Stewart’s performance. Based in part on this review, the Compensation Committee determined that Mr. Stewart had substantially met his goals and awarded Mr. Stewart 95% of his incentive bonus potential, approving an annual incentive bonus for Mr. Stewart under the Eagle Annual Incentive Program of $675,821. 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 Mr. Stewart’s performance, and the following areas (among others) over the past fiscal year: Mr. Stewart’s implementation of executive transition planning, including engagement with internal constituents and external investor groups, his ongoing investor outreach with regard to the Company’s ESG initiatives, and his work streamlining the strategic budgeting process. In addition, the Compensation Committee approved a cash award under the SSP to Mr. Stewart in the amount of $75,000. In making this award to Mr. Stewart, the Compensation Committee took into consideration the recommendation of Mr. Haack and Mr. Stewart’s investor communication efforts in connection with the planned separation of the Company’s heavy and light businesses. Mr. Graass At the end of fiscal 2020, Mr. Haack reviewed the performance of Mr. Graass. Based in part on this review, the Compensation Committee determined that Mr. Graass had substantially met his goals and awarded Mr. Graass 95% of his incentive bonus potential, approving an annual incentive bonus for Mr. Graass under the Eagle Annual Incentive Program of $675,821. 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. Graass, and the following areas (among others) over the past fiscal year: enhancement of the Company’s internal policies and procedures, development of certain employee training programs, and oversight of the Company’s process for negotiating and entering into material contracts. In addition, the Compensation Committee approved a cash award under the SSP to Mr. Graass in the amount of $125,000. In making this award to Mr. Graass, the Compensation Committee took into consideration the recommendation of Mr. Haack and Mr. Graass’s extensive legal work in preparation for the planned separation of the Company’s heavy and light businesses, as well as legal work supporting the acquisition of Kosmos Cement. Mr. Essl At the end of fiscal 2020, Mr. Haack reviewed the performance of Mr. Essl. Based in part on this review, the Compensation Committee determined that Mr. Essl had met his goals and awarded Mr. Essl 96% of his incentive bonus potential, approving an annual incentive bonus for Mr. Essl under the Eagle Materials Inc. Cement Companies Salaried Incentive Compensation Program for Fiscal Year 2020 of $698,619. 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. Essl, and the following areas (among others) over the past fiscal year: Mr. Essl’s succession planning in preparation for his retirement; maintenance of a stringent capital project review process; driving the execution of the Company’s operational short-term and long-term strategies; maintaining the emphasis on low-cost production at all cement operations; and his effective involvement with various marketing and sales efforts.

  91. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Consistent with the Compensation Committee’s philosophy of linking compensation to our performance, a significant portion of our long-term incentive compensation program for fiscal 2020 has been structured to tie the ability to earn equity awards to the achievement by the Company of specific performance levels. To enhance retention of key employees, once earned, the performance awards contain a further time-vesting component. Also, a portion of our long-term compensation program has been structured as purely time-vesting, which the Compensation Committee believes, based on the input of L&A, is in-line with the practice of our peers. A more detailed description of the fiscal 2020 awards is found below. Burn Rate The Compensation Committee has been a good steward of the equity available to it for award under our Incentive Plan. Our three-year average burn rate (a measure of historical dilution) is well below our industry norms. The Company’s three-year average burn rate (which is based on the number of awards granted—or, in the case of performance awards, awards earned—in each fiscal year, divided by the weighted-average common shares outstanding for such fiscal year) is 0.96%. The 2020 benchmark for our industry published by ISS is 3.04%. Grant Practice All of the Named Executive Officers participate in our long-term incentive compensation program. In fiscal 2020, the Compensation Committee approved equity grants as described below. The date on which an equity award is granted is the date specified in the resolutions of the Compensation Committee authorizing the grant. The grant date must fall on or after the date on which the resolutions are adopted by the Committee. As provided in the Incentive Plan, for stock options, the exercise price is the closing price of our Common Stock on the grant date, as reported by the NYSE. Fiscal 2020 Grants In structuring the long-term incentive program for fiscal 2020, the Compensation Committee worked with Messrs. Powers and Haack to establish a mix of performance-based and time-vesting awards. Consistent with prior years, the performance metric selected was return on equity, or “ROE,” which represents our earnings as a percentage of our stockholders’ equity, a performance metric that our stockholders have told us they find meaningful and that the Committee views as a measure of the Company’s prudent deployment of capital. Target award amounts were allocated equally between performance-vesting and time-vesting awards, with one-half of each type being allocated to restricted stock and one-half to stock options; provided, that the Committee could take into consideration the recipient’s age and proximity to retirement in allocating some awards 100% to restricted stock. With respect to performance-based equity awards, the Committee determined a target award value that would be received upon the achievement of a strong ROE, with up to 120% of the target value received if exceptional ROE were achieved and 80% of the target value received if acceptable ROE were achieved. None of the performance-based equity awards would be earned if the return on equity were below this acceptable level. Both performance-based and time-vesting equity awards would vest over a four-year period to enhance the retention of these key employees. Effective May 16, 2019, the Compensation Committee approved equity awards under the Incentive Plan to a group of key employees, including the Named Executive Officers, in alignment with the above structure. As part of the compensation study delivered to the Compensation Committee in May 2019, L&A had provided information regarding long-term compensation as well as total direct compensation paid to the compensation peer group. In determining the value of the equity to be granted, the Compensation Committee took into consideration the L&A compensation study, the input of Messrs. Powers and Haack, the Compensation Committee’s assessment of the executive’s importance and contribution to the organization, and the executive’s level of responsibility. The target grant date fair value was allocated 50% to performance-based equity (with a Company ROE financial metric) and 50% to time-vesting equity. In general, recipients of equity awards had their target grant date fair value allocated half to restricted stock and half to stock options; however, given their age and proximity to retirement, some recipients (including Messrs. Stewart and Graass) had their entire award allocated to restricted stock. The following table shows the stock options and restricted stock granted to each of the Company’s Named Executive Officers (other than Mr. Powers) effective May 16, 2019:

  92. Long-Term Incentive Compensation

    | Name | Number of Performance Vesting Stock Options | Shares of Performance Vesting Restricted Stock | Number of Time Vesting Stock Options | Shares of Time Vesting Restricted Stock | | Michael Haack | 31,787 | 9,500 | 26,490 | 7,917 | | D. Craig Kesler | 10,961 | 3,276 | 9,135 | 2,730 | | Robert S. Stewart | — | 5,897 | — | 4,914 | | James H. Graass | — | 5,242 | — | 4,368 | | Gerald J. Essl | — | 4,914 | — | 4,095 |

  93. Long-Term Incentive Compensation

    The Committee believes that the structure of the fiscal 2020 long-term compensation program is consistent with the Compensation Committee’s philosophy of linking compensation to our performance. Performance-Based Equity Awards These awards are comprised of shares of restricted stock and stock options which are earned based upon the achievement by the Company of a certain level of average ROE for the fiscal year ended March 31, 2020, with 100% of the awarded stock/options (that is, 120% of the target award value) being earned if such ROE measure was 20.0% or higher, 83.3% of the awarded stock/options (that is, 100% of the target award value) being earned if such ROE measure was 15.0%, and 66.7% of the awarded stock/options (that is, 80% of the target award value) being earned if such ROE measure was at least 10.0% (with the exact percentage of shares earned being calculated based on straight-line interpolation between the points specified above with fractional points rounded to the nearest tenth of a percent). If the Company achieved a ROE measure of less than 10.0%, then none of the performance-based equity awards would be earned. The earned performance-based equity was to become fully vested one-fourth promptly after the certification date and one-fourth on March 31 for each of the following three years (in each case assuming continued service through such dates). The terms and conditions of the performance-based equity are substantially the same as prior performance-based awards, except that the performance criterion is as described above. Any performance-based equity that was not earned at the end of fiscal 2020 was to be forfeited. In accordance with the terms of the Incentive Plan, the exercise price of the stock options is the closing price of the Company’s Common Stock on the date of grant, May 16, 2019 ($91.58). In May 2020, the Compensation Committee certified that the Company’s 16.4% average ROE for the fiscal year ended March 31, 2020 satisfied the Company’s performance goal such that 88.0% of the performance-based equity granted (or 105.6% of the target number of shares/options) was earned. In calculating the average ROE, in accordance with the award agreement, the Committee excluded the impact of certain extraordinary items not related to operating performance, including the non-cash impairment of various assets in our oil and gas proppants segment and costs related to the planned separation of our heavy and light businesses. Time-Vesting Equity Awards These awards are comprised of shares of restricted stock and stock options which vest ratably over four years on March 31, 2020; March 31, 2021; March 31, 2022; and March 31, 2023 (in each case assuming continued service through such dates). The Compensation Committee believes that including time-vesting equity as part of long-term compensation is consistent with competitive pay practices, preserves the Company’s philosophy that a significant portion of an executive’s pay should be at risk, enhances the retention of key employees, while at the same time creating a strong incentive for management to operate the business in a manner that creates additional value for stockholders. The terms and conditions of the time-vesting equity are substantially the same as prior time-vesting awards. As in the case of prior equity awards, the time-vesting equity will also vest upon a change in control of the Company. See “Change in Control Benefits” below. In accordance with the terms of the Incentive Plan, the exercise price of the stock options is the closing price of the Company’s Common Stock on the date of grant, May 16, 2019 ($91.58).

  94. Change in Control Benefits

    Change in Control Benefits During fiscal 2020, in order to better ensure the retention of our employees in the event of a potentially disruptive corporate transaction, we provided our employees, including our Named Executive Officers, with certain change-in-control protections. We believe that such protections, which are consistent with the practices of our peer companies, are in the best interest of our stockholders because they enable our executive leadership team to fully focus on the benefits of a corporate transaction for stockholders, rather than the potential adverse consequences of the transaction on their careers. Change in Control Continuity Agreements To better ensure the retention of our executive leadership team in the event of a potentially disruptive corporate transaction, on June 19, 2019, the Board approved change in control continuity agreements with Messrs. Haack, Kesler, Stewart and Graass. The change in control continuity agreements provide that, in the event of a change in control during the term, a two-year protection period will commence during which the relevant executive will be entitled to compensation and benefits on terms that are generally no less favorable than those that applied prior to the change in control. We believe that such protections, which are consistent with the practices of our peer companies, are in the best interest of our stockholders because they enable our executive leadership team to fully focus on the benefits of a corporate transaction for stockholders, rather than the potential adverse consequences of the transaction on their careers and compensation. In the event of the executive’s involuntary termination of employment without cause or resignation for good reason during the two-year protection period, subject to the execution of a release of claims, he would be entitled to (a) cash severance equal to the product of (i) a severance multiple of 3 (for Mr. Haack), 2.5 (for Mr. Kesler) or 2 (for Messrs. Stewart and Graass), multiplied by (ii) the sum of his annual base salary and target annual bonus; (b) a prorated annual bonus for the year of termination; (c) a payment in lieu of employer retirement savings plan contributions that he would have received had his employment continued for 18 months (for Mr. Haack), 15 months (for Mr. Kesler) or 12 months (for Messrs. Stewart and Graass) post-termination; (d) a payment equal to the premium for continued participation in health insurance plans for 18 months (for Mr. Haack), 15 months (for Mr. Kesler) or 12 months (for Messrs. Stewart and Graass) post-termination; and (e) outplacement benefits of up to $30,000. The change in control continuity agreements subject the executives to a perpetual confidentiality covenant and noncompetition covenants for 18 months (for Mr. Haack), 15 months (for Mr. Kesler) or 12 months (for Messrs. Stewart and Graass) post-termination. If any payments or benefits under the change in control continuity agreements would be subject to Sections 280G and 4999 of the Internal Revenue Code, such payments or benefits would be reduced to the extent that such reduction would place the executive in a better after-tax position. The initial term of the change in control continuity agreements is three years from the effective date of June 20, 2019, subject to automatic renewal for an additional year on each anniversary of the effective date. All of our change in control continuity agreements have a “double-trigger” termination right (requiring both a change in control and a qualifying termination of employment in order to receive the change in control severance payments), and they do not include the long-term incentive values in the severance calculation or have tax gross-ups. Under our change in control continuity agreements a “change in control” is defined generally as (i) the acquisition by any person or entity of 35% or more of our outstanding Common Stock or the voting power of outstanding securities entitled to vote in the election of directors; (ii) a change in the composition of our Board such that the current members of the Board cease to constitute a majority of the Board; (iii) the consummation of a merger, asset disposition, share exchange or similar transaction, unless (1) more than 50% of the stock following such transaction is owned by persons or entities who were stockholders of the Company prior to such transaction, (2) following such transaction, no person or entity owns 35% or more of the common stock of the entity resulting from such transaction, and (3) at least a majority of the members of the resulting corporation’s board of directors were members of our Board; or (iv) our stockholders approve a complete liquidation or dissolution of the Company See “Potential Payments Upon Termination or Change in Control” beginning on page 51 of this proxy statement. Equity Awards Awards granted in fiscal 2020 under our Incentive Plan are subject to accelerated vesting upon the occurrence of a “change in control” as defined in the applicable award agreement if they are not assumed or replaced with equivalent awards in connection with such change in control. Under the award agreements or incentive program documents, a “change in control” is defined 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, restricted stock units would generally become immediately fully vested, and, in the case of stock options, exercisable or, in the case of restricted stock or RSUs, payable, unless the transaction resulting in the change in control provides that the award is to be replaced with an award of equivalent shares of the surviving parent corporation. See “Potential Payments Upon Termination or Change in Control” beginning on page 51 of this proxy statement. We believe the provision of these change in control benefits is generally consistent with market practice among our peers, is a valuable executive talent retention incentive and is consistent with the objectives of our overall executive compensation program.

  95. Summary Compensation Table

    Summary Compensation Table The following table summarizes all fiscal 2018, 2019 and 2020 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.

  96. Summary Compensation Table

    | Name and Principal Position | Fiscal Year Ended March 31, | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | Michael R. Haack (7) | 2020 | $800,000 | $275,000 | $1,450,000 | $1,450,000 | $969,029 | $80,046 | $5,024,075 | | President and Chief Executive Officer | 2019 2018 | 575,000 546,000 | 100,000 — | 550,000 475,000 | 550,000 475,000 | 726,823 799,871 | 62,214 70,475 | 2,564,037 2,366,346 | | D. Craig Kesler | 2020 | 485,000 | 206,000 | 500,000 | 500,000 | 793,681 | 53,678 | 2,538,359 | | Executive Vice President – Finance and Administration & CFO | 2019 2018 | 460,000 434,000 | 50,000 — | 450,000 400,000 | 450,000 400,000 | 675,518 758,659 | 51,284 57,503 | 2,136,802 2,050,162 | | Robert S. Stewart | 2020 | 471,000 | 75,000 | 900,000 | — | 675,821 | 47,229 | 2,169,050 | | Executive Vice President – Strategy, Corporate Development and Communications | 2019 2018 | 455,000 434,000 | — — | 900,000 800,000 | — — | 675,518 758,659 | 46,162 53,292 | 2,076,680 2,045,951 | | James H. Graass | 2020 | 440,000 | 125,000 | 800,000 | — | 675,821 | 46,836 | 2,087,657 | | Executive Vice President, General Counsel and Secretary | 2019 2018 | 425,000 412,000 | — — | 800,000 800,000 | — — | 675,518 758,659 | 45,056 52,776 | 1,945,574 2,023,435 | | Gerald J. Essl (8) | 2020 | 445,000 | — | 750,000 | — | 698,619 | 44,598 | 1,938,217 | | Executive Vice President - Cement | | | | | | | | | | David B. Powers (9) | 2020 | 236,900 | — | 5,352,975(10) | — | — | 1,411,917 | 7,001,792 | | Former Chief Executive Officer | 2019 2018 | 920,000 850,000 | — — | 3,500,000 3,250,000 | — — | 1,026,104 1,117,647 | 90,910 101,190 | 5,537,014 5,318,837 |

  97. 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” on page 36 of this proxy statement. |

  98. Summary Compensation Table

    | (2) The amounts in this column represent payments to the Named Executive Officer under the Company’s Special Situation Program for the applicable fiscal year. |

  99. Summary Compensation Table

    | (3) The amounts in this column reflect the value of restricted stock awards made to the Named Executive Officer in each of the fiscal years presented and are consistent with the grant date fair value of the award |

  100. Summary Compensation Table

    | computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to (a) footnote (L) to the Company’s audited financial statements for the fiscal year ended March 31, 2020 included in the Fiscal 2020 Form 10-K; (b) footnote (I) to the Company’s audited financial statements for the fiscal year ended March 31, 2019 included in the Company’s Annual Report on Form 10-K, filed with the SEC on May 23, 2019, or “Fiscal 2019 Form 10-K”; and (c) footnote (J) to the Company’s audited financial statements for the fiscal year ended March 31, 2018 included in the Company’s Annual Report on Form 10-K, filed with the SEC on May 23, 2018, or “Fiscal 2018 Form 10-K.” The amounts in this column assume achievement of less than the highest level of performance conditions, and the following reflects the amounts for this award assuming the highest level of performance conditions (i.e., the maximum amounts payable): Fiscal 2020: Mr. Haack - $1,595,000; Mr. Kesler - $550,000; Mr. Stewart - $990,000; Mr. Graass - $880,000; and Mr. Essl - $825,000. Fiscal 2019: Mr. Haack - $605,000; Mr. Kesler - $495,000; Mr. Stewart - $990,000; Mr. Graass - $880,000; and Mr. Powers - $3,850,000. Fiscal 2018: Mr. Haack - $522,500; Mr. Kesler - $440,000; Mr. Stewart - $880,000; Mr. Graass - $880,000; and Mr. Powers - $3,575,000. |

  101. Summary Compensation Table

    | (4) The amounts in this column reflect the value of option awards made to the Named Executive Officer in each of the fiscal years presented and are consistent with the grant date fair value of the award computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, refer to (a) footnote (L) to the Company’s audited financial statements for the fiscal year ended March 31, 2020 included in the Fiscal 2020 Form 10-K; (b) footnote (I) to the |

  102. Summary Compensation Table

    | Company’s audited financial statements for the fiscal year ended March 31, 2019 included in the Fiscal 2019 Form 10-K; and (b) footnote (J) to the Company’s audited financial statements for the fiscal year ended March 31, 2018 included in the Fiscal 2018 Form 10-K. The amounts in this column assume achievement of less than the highest level of performance conditions, and the following reflects the amounts for this award assuming the highest level of performance conditions (i.e., the maximum amounts payable): Fiscal 2020: Mr. Haack - $1,595,000; and Mr. Kesler - $550,000. Fiscal 2019: Mr. Haack - $605,000; and Mr. Kesler - $495,000. Fiscal 2018: Mr. Haack - $522,500; and Mr. Kesler - $440,000. |

  103. Summary Compensation Table

    | (5) The amounts in this column represent payments to the Named Executive Officer under the applicable annual incentive compensation program for the applicable fiscal year. |

  104. Summary Compensation Table

    | (6) 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” on page 36 of this proxy statement); (b) Company contributions to the account of the Named Executive Officer under our SERP (the SERP is described in greater detail under “SERP” on page 36 of this proxy statement); (c) premium costs to the Company of life insurance policies obtained by the Company in connection with our SCP (the SCP is described in greater detail under “Salary Continuation Plan” on page 37 of this proxy statement); and (d) wellness awards. The table below provides further details of the amounts reflected in the All Other Compensation column: |

  105. Summary Compensation Table

    | Name | Fiscal Year Ended March 31, | Profit Sharing Plan Contribution ($) | SERP Contribution ($) | Insurance Premiums under Salary Continuation Plan ($) | Well- ness Award ($) | Other ($) | Total of All Other Compensation ($) | | Michael R. Haack | 2020 | $28,000 | $46,375 | $5,274 | $397 | — | $80,046 | | | 2019 2018 | 27,500 32,400 | 29,275 32,663 | 5,274 5,274 | 165 138 | — — | 62,214 70,475 | | D. Craig Kesler | 2020 | 28,000 | 19,875 | 5,274 | 529 | — | 53,678 | | | 2019 2018 | 27,500 32,400 | 17,850 19,260 | 5,274 5,274 | 660 569 | — — | 51,284 57,503 |

  106. Summary Compensation Table

    | Name | Fiscal Year Ended March 31, | Profit Sharing Plan Contri- bution ($) | SERP Contri- bution ($) | Insurance Premiums under Salary Continuation Plan ($) | Well- ness Award ($) | Other ($) | Total of All Other Compen- sation ($) | | Robert S. Stewart | 2020 | $28,000 | $18,700 | — | $529 | — | $47,229 | | | 2019 | 27,500 | 17,475 | $1,187 | — | — | 46,162 | | | 2018 | 32,400 | 19,275 | 1,617 | — | — | 53,292 | | James H. Graass | 2020 | 28,000 | 15,625 | 2,716 | 495 | — | 46,836 | | | 2019 | 27,500 | 14,675 | 2,881 | — | — | 45,056 | | | 2018 | 32,400 | 16,650 | 3,157 | 569 | — | 52,776 | | Gerald J. Essl | 2020 | 28,000 | 16,201 | — | 397 | — | 44,598 | | David B. Powers | 2020 | — | — | — | 495 | $1,411,422(9) | 1,411,917 | | | 2019 2018 | 27,500 32,400 | 62,750 68,100 | — — | 660 690 | — — | 90,910 101,190 |

  107. Summary Compensation Table

    | (7) Mr. Haack was promoted to President and Chief Executive Officer effective July 1, 2019. |

  108. Summary Compensation Table

    | (8) Mr. Essl was not a Named Executive Officer in fiscal year 2019 or 2018. In accordance with SEC disclosure requirements, his compensation disclosure is provided only for the fiscal years in which he served as a Named Executive Officer. Mr. Essl retired on May 31, 2020. |

  109. Summary Compensation Table

    | (9) Mr. Powers retired as our Chief Executive Officer on July 1, 2019. He continues to serve as a non-employee director. The compensation received by Mr. Powers for his board service is included in the “All Other Compensation” column. The total amount reflected in the “All Other Compensation” column is made up of the following components: (a) amounts received pursuant to the Advisory Agreement between the Company and Mr. Powers described under “Chief Executive Officer Transition” on page 28 of this proxy statement ($1,200,000); (b) the cash Mr. Powers received for his |

  110. Summary Compensation Table

    | service as a director following his retirement as CEO in July 2019 ($86,125); (c) the grant date fair value of the award computed in accordance with FASB ASC Topic 718 of restricted stock he received in August 2019 as part of the annual non-employee director compensation program described in the “Board Compensation” section on page 11 of this proxy statement ($125,000); and (d) dividend payments made in fiscal 2020 to Mr. Powers with respect to his restricted stock received for board service ($297) |

  111. Summary Compensation Table

    | (10) This amount does not relate to new equity awards to Mr. Powers—rather, it represents the fair value of the retirement-related acceleration of the vesting of Mr. Powers’s outstanding earned restricted stock awards, computed as of July 1, 2019 in accordance with FASB ASC Topic 718. $4,476,150 of this amount relates to restricted stock awards that were made to Mr. Powers in fiscal 2019 and 2018, the grant date fair value of which is reflected in the above table for those years. |

  112. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth the grants of plan-based awards made during fiscal 2020 to the Named Executive Officers.

  113. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards(1) | | Name | Grant Date | Thresh- old ($) | Target ($) | Maxi- mum ($) | Thresh- old (#) | Target (#) | Maximum (#) | | | | Michael R. Haack | 5/13/19 | — | 1,076,699(2) | — | — | — | — | — | — | | | 5/16/19 | — | — | — | — | — | 7,917(3) | — | 725,000 | | | 5/16/19 | — | — | — | — | 7,917(4) | 9,500(4) | — | 725,000 | | | 5/16/19 | — | — | — | — | — | 26,490(5) | $91.58 | 725,000 | | | 5/16/19 | — | — | — | — | 26,490(6) | 31,787(6) | 91.58 | 725,000 | | D. Craig Kesler | 5/13/19 | — | 826,751(2) | — | — | — | — | — | — | | | 5/16/19 | — | — | — | — | — | 2,730(3) | — | 250,000 | | | 5/16/19 | — | — | — | — | 2,730(4) | 3,276(4) | — | 250,000 | | | 5/16/19 | — | — | — | — | — | 9,135(5) | 91.58 | 250,000 | | | 5/16/19 | — | — | — | — | 9,135(6) | 10,961(6) | 91.58 | 250,000 | | Robert S. Stewart | 5/13/19 | — | 711,390(2) | — | — | — | — | — | — | | | 5/16/19 | — | — | — | — | — | 4,914(3) | — | 450,000 | | | 5/16/19 | — | — | — | — | 4,914(4) | 5,897(4) | — | 450,000 | | James H. Graass | 5/13/19 | — | 711,390(2) | — | — | — | — | — | — | | | 5/16/19 | — | — | — | — | — | 4,368(3) | — | 400,000 | | | 5/16/19 | — | — | — | — | 4,368(4) | 5,242(4) | — | 400,000 | | Gerald J. Essl | 5/13/19 | — | 727,729(2) | — | — | — | — | — | — | | | 5/16/19 | — | — | — | — | — | 4,095(3) | — | 375,000 | | | 5/16/19 | — | — | — | — | 4,095(4) | 4,914(4) | — | 375,000 | | David B. Powers | 7/1/19 | — | — | — | — | — | 53,001(7) | — | 5,352,974 |

  114. 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 (L) to the Company’s audited financial statements for the fiscal year ended March 31, 2020 included in the Fiscal 2020 Form 10-K. |

  115. Grants of Plan-Based Awards

    | (2) These amounts represent the maximum annual incentive payments potentially payable to the Named Executive Officers pursuant to the Eagle Annual Incentive Program or the Divisional Annual Incentive Bonus Programs, as applicable, for fiscal 2020. There are no thresholds or maximums for these awards—they are merely a function of multiplying the pre-determined percentage by the operating earnings for the fiscal year; provided, however, our Incentive Plan does provide an absolute cap on cash that any employee may receive in any fiscal year under such programs ($5 million). The actual pay-outs to the Named Executive Officers were as follows: Mr. Haack – $969,029; Mr. Kesler – $793,681; Mr. Stewart – $675,821; Mr. Graass - $675,821; and Mr. Essl - $698,619. These incentive programs are described in greater detail under “Annual Incentive Bonus” beginning on page 29 of this proxy statement. |

  116. Grants of Plan-Based Awards

    | (3) These amounts represent grants of time-vesting restricted stock made on May 16, 2019 under our Incentive Plan. One-fourth of the restricted stock vested on March 31, 2020, and restrictions on the remaining restricted stock will lapse ratably on March 31 of 2021, 2022 and 2023. These restricted stock grants are described in greater detail under “Long-Term Incentive Compensation—Fiscal 2020 Grants” beginning on page 34 of this proxy statement. |

  117. Grants of Plan-Based Awards

    | (4) These amounts represent grants of performance-based restricted stock made on May 16, 2019 under our Incentive Plan. The vesting of the restricted stock was subject to performance vesting criteria. On May 4, 2020, the Compensation Committee determined that 88.0% of the maximum award (or 105.6% of the target award) had been earned. Any unearned restricted shares were forfeited. One-fourth of the earned restricted stock vested on May 13, 2020, and restrictions on the remaining earned restricted shares will lapse on March 31 of 2021, 2022 and 2023. These restricted stock grants are described in greater detail under “Long-Term Incentive Compensation—Fiscal 2020 Grants” beginning on page 34 of this proxy statement. |

  118. Grants of Plan-Based Awards

    | (5) These amounts represent grants of time-vesting stock options to purchase shares of Common Stock made on May 16, 2019 under our Incentive Plan. One-fourth of the stock options vested on March 31, 2020, and the remaining stock options will vest ratably on March 31 of 2021, 2022 and 2023. These stock options are described in greater detail under “Long-Term Incentive Compensation—Fiscal 2020 Grants” beginning on page 34 of this proxy statement. |

  119. Grants of Plan-Based Awards

    | (6) These amounts represent grants of performance-based stock options to purchase shares of Common Stock made on May 16, 2019 under our Incentive Plan. The vesting of the stock options were subject to performance vesting criteria. On May 4, 2020, the Compensation Committee determined that 88.0% of the maximum award (or 105.6% of the target award) had been earned. Any unearned stock options were forfeited. One-fourth of the earned stock options vested on May 4, 2020, and the remaining earned stock options will vest ratably on March 31 of 2021, 2022 and 2023. These stock option grants are described in greater detail under “Long-Term Incentive Compensation—Fiscal 2020 Grants” beginning on page 34 of this proxy statement. |

  120. Grants of Plan-Based Awards

    | (7) This amount does not relate to new equity awards to Mr. Powers—rather, it represents the retirement-related acceleration of the vesting of Mr. Powers’s outstanding earned restricted stock awards, computed as of July 1, 2019 in accordance with FASB ASC Topic 718. |

  121. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table summarizes stock-based compensation awards outstanding at the end of fiscal 2020 for each of the Named Executive Officers.

  122. Outstanding Equity Awards at 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 | 40,000 | — | — | 79.90 | 12/01/2024 | 743(2) | $43,407 | | | | | 13,462 | — | — | 81.56 | 06/10/2025 | 9,500(3) | 554,990 | | | | | 6,923 | 2,307(5) | — | 75.69 | 05/20/2026 | 679(4) | 39,668 | | | | | 10,918 | — | — | 75.69 | 05/20/2026 | 588(7) | 34,351 | | | | | 5,303 | 1,767(8) | — | 100.88 | 05/18/2027 | 1,294(6) | 75,596 | | | | | 6,122 | 2,040(10) | — | 100.88 | 05/18/2027 | 1,393(9) | 81,380 | | | | | 4,042 | 4,042(12) | — | 106.24 | 05/17/2028 | 5,937(11) | 346,840 | | | | | 4,352 | 4,350(13) | — | 106.24 | 05/17/2028 | | | | | | | 6,623 | 19,867(14) | — | 91.58 | 05/16/2029 | | | | | | | — | 31,787(15) | — | 91.58 | 05/16/2029 | | | | | | D. Craig Kesler | 11,603 | — | — | 67.21 | 08/12/2023 | 11,667(16) | 681,587 | | | | | 11,711 | — | — | 87.37 | 06/03/2024 | 3,276(3) | 119,384 | | | | | 15,145 | — | — | 81.56 | 06/10/2025 | 578(2) | 33,767 | | | | | 5,385 | 1,794(5) | — | 75.69 | 05/20/2026 | 495(4) | 28,918 | | | | | 8,492 | — | — | 75.69 | 05/20/2026 | 572(6) | 33,417 | | | | | 4,466 | 1,488(8) | — | 100.88 | 05/18/2027 | 1,058(7) | 61,809 | | | | | 5,156 | 1,718(10) | — | 100.88 | 05/18/2027 | 1,140(9) | 66,599 | | | | | 3,308 | 3,306(12) | — | 106.24 | 05/17/2028 | 2,047(11) | 119,586 | | | | | 3,560 | 3,560(13) | — | 106.24 | 05/17/2028 | | | | | | | 2,284 | 6,851(14) | — | 91.58 | 05/16/2029 | | | | | | | — | 10,961(15) | — | 91.58 | 05/16/2029 | | | | | | Robert S. Stewart | 4,711 | — | — | 81.56 | 06/10/2025 | 1,156(2) | 67,534 | | | | | | | | | | 5,897(3) | 344,503 | | | | | | | | | | 991(4) | 57,895 | | | | | | | | | | 1,144(6) | 66,833 | | | | | | | | | | 2,118(7) | 123,734 | | | | | | | | | | 2,280(9) | 133,198 | | | | | | | | | | 3,685(11) | 215,278 | | | | James H. Graass | 12,184 | — | — | 33.69 | 06/19/2022 | 578(2) | 33,767 | | | | | 14,402 | — | — | 67.21 | 08/12/2023 | 5,242(3) | 306,238 | | | | | 11,711 | — | — | 87.37 | 06/03/2024 | 991(4) | 57,895 | | | | | 15,145 | — | — | 81.56 | 06/10/2025 | 1,144(6) | 66,833 | | | | | 5,385 | 1,794(5) | — | 75.69 | 05/20/2026 | 1,882(7) | 109,947 | | | | | 8,492 | — | — | 75.69 | 05/20/2026 | 2,026(9) | 118,359 | | | | | | | | | | 3,276(11) | 191,384 | | |

  123. Outstanding Equity Awards at 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) | | Gerald J. Essl | 6,637 | — | — | 87.37 | 06/03/2024 | 1,321(2) | 77,173 | | | | | 17,164 | — | — | 81.56 | 06/10/2025 | 4,914(3) | 287,076 | | | | | | | | | | 929(4) | 54,273 | | | | | | | | | | 1,073(6) | 62,685 | | | | | | | | | | 1,764(7) | 103,053 | | | | | | | | | | 1,900(9) | 110,998 | | | | | | | | | | 3,071(11) | 179,408 | | | | David B. Powers | 6,246 | — | — | 87.37 | 06/03/2024 | | | | | | | 17,164 | — | — | 81.56 | 06/10/2025 | | | | |

  124. Outstanding Equity Awards at Fiscal Year-End

    | (1) Based on the closing price per share of Common Stock on the NYSE on March 31, 2020 ($58.42). |

  125. Outstanding Equity Awards at Fiscal Year-End

    | (2) Represents time-vesting restricted stock granted on May 20, 2016 under our Incentive Plan. Restrictions lapsed on May 20, 2020. |

  126. Outstanding Equity Awards at Fiscal Year-End

    | (3) Represents performance-based restricted stock granted on May 16, 2019 under our Incentive Plan. The Compensation Committee determined in May 2020 (i.e., after the end of fiscal 2020) that 88.0% of the maximum award (or 105.6% of the target award) was earned. Any unearned restricted shares were forfeited. One-fourth of the earned restricted shares was paid to the Named Executive Officer on May 13, 2020, and restrictions will lapse ratably on the remaining earned restricted shares on March 31 of 2021, 2022 and 2023. |

  127. Outstanding Equity Awards at Fiscal Year-End

    | (4) Represents performance-based restricted stock granted on May 18, 2017 under our Incentive Plan. Restrictions will lapse on the remaining earned shares on March 31, 2021. |

  128. Outstanding Equity Awards at Fiscal Year-End

    | (5) Represents time-vesting stock options granted on May 20, 2016 under our Incentive Plan. The remaining stock options vested on May 20, 2020. |

  129. Outstanding Equity Awards at Fiscal Year-End

    | (6) Represents time-vesting restricted stock granted on May 18, 2017 under our Incentive Plan. Restrictions will lapse on the remaining shares on March 31, 2021. |

  130. Outstanding Equity Awards at Fiscal Year-End

    | (7) Represents time-vesting restricted stock granted on May 17, 2018 under our Incentive Plan. Restrictions on the remaining shares will lapse ratably on March 31 of 2021 and 2022. |

  131. Outstanding Equity Awards at Fiscal Year-End

    | (8) Represents time-vesting stock options granted on May 18, 2017 under our Incentive Plan. The remaining stock options will vest on March 31, 2021. |

  132. Outstanding Equity Awards at Fiscal Year-End

    | (9) Represents performance-based restricted stock granted on May 17, 2018 under our Incentive Plan. Restrictions on the remaining earned shares will lapse ratably on March 31 of 2021 and 2022. |

  133. Outstanding Equity Awards at Fiscal Year-End

    | (10) Represents performance-based stock options granted on May 18, 2017 under our Incentive Plan. The remaining earned stock options will vest on March 31, 2021. |

  134. Outstanding Equity Awards at Fiscal Year-End

    | (11) Represents time-vesting restricted stock granted on May 16, 2019 under our Incentive Plan. Restrictions on the first one-fourth lapsed on March 31, 2020. Restrictions on the remaining shares will lapse ratably on March 31 of 2021, 2022 and 2023. |

  135. Outstanding Equity Awards at Fiscal Year-End

    | (12) Represents time-vesting stock options granted on May 17, 2018 under our Incentive Plan. The remaining stock options will vest ratably on March 31 of 2021 and 2022. |

  136. Outstanding Equity Awards at Fiscal Year-End

    | (13) Represents performance-based stock options granted on May 17, 2018 under our Incentive Plan. The remaining earned stock options will vest ratably on March 31 of 2021 and 2022. |

  137. Outstanding Equity Awards at Fiscal Year-End

    | (14) Represents time-vesting stock options granted on May 16, 2019 under our Incentive Plan. The first one-fourth vested on March 31, 2020, and the remaining stock options will vest ratably on March 31 of 2021, 2022 and 2023. |

  138. Outstanding Equity Awards at Fiscal Year-End

    | (15) Represents performance-based stock options granted on May 16, 2019 under our Incentive Plan. |

  139. Outstanding Equity Awards at Fiscal Year-End

    | The Compensation Committee determined in May 2020 (i.e., after the end of fiscal 2020) that 88.0% of the maximum award (or 105.6% of the target award) was earned. Any unearned stock options were forfeited. One-fourth of the earned stock options vested on May 4, 2020. The remaining earned stock options will vest ratably on March 31 of 2021, 2022 and 2023. |

  140. Outstanding Equity Awards at Fiscal Year-End

    | (16) Represents restricted stock granted on May 18, 2010 under our Incentive Plan. Restrictions will lapse upon the Named Executive Officer meeting the requirements of retirement, as defined in the award agreement. |

  141. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information regarding the exercise of stock options and the vesting of restricted stock during fiscal 2020 for each of our Named Executive Officers.

  142. Option Exercises and Stock Vested

    | | 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 Haack | — | — | 10,073 | $674,940 | | D. Craig Kesler | — | — | 5,553 | 343,186 | | Robert S. Stewart | — | — | 10,039 | 628,120 | | James H. Graass | — | — | 8,329 | 509,503 | | Gerald J. Essl | — | — | 9,678 | 608,055 | | David B. Powers | 7,681 | $175,051 | 63,045 | 5,816,600 |

  143. Option Exercises and Stock Vested

    | (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. |

  144. Option Exercises and Stock Vested

    | (2) The amount in this column represents the dollar amount realized by the Named Executive Officer valued at the time of the vesting of such shares. For Mr. Powers, this amount represents the fair value of the retirement-related acceleration of the vesting of Mr. Powers’s outstanding earned restricted stock awards. |

  145. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  146. 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 current compensation programs. Specifically, compensation payable to each Named Executive Officer upon voluntary termination, involuntary termination or in the event of death or disability and change in control is discussed below. The amounts shown in the tables below assume that such termination was effective as of March 31, 2020, and are therefore estimates of the amounts which would be paid out to the executives (or their beneficiaries) upon their termination. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect these amounts include the timing during the year of any such event, the price of our Common Stock and the executive’s age.

  147. Payments Made Upon Any Termination

    | (5) See the “Change in Control Continuity Agreements” section above for a description of the components of these potential payments. |

  148. 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 total annual compensation of our chief executive officer to the total annual compensation of the employee of the Company or one of its subsidiaries who is determined to have the median compensation of all employees of the Company and its subsidiaries, collectively (excluding the CEO). The rule also requires annual disclosure of such median employee’s total compensation for the applicable fiscal year and the CEO’s total compensation for the applicable fiscal year, in each case as determined in accordance with the rules governing the presentation of total compensation of the named executive officers in the Summary Compensation Table presented on page 41 of this proxy statement. Our CEO is Mr. Haack. SEC rules do not prescribe a particular method for identifying the median-compensated employee and permit companies to use reasonable methodologies for determining the median-compensated employee for purposes of presenting this ratio. To identify the median-compensated employee for fiscal 2020, we examined the total gross compensation for calendar year 2019 of each of the Company’s and its subsidiaries’ employees who were employed as of December 31, 2019, other than our CEO and the employees of 3D Concrete, a business we acquired in calendar year 2019, each of whom were excluded for purposes of determining this ratio for fiscal 2020. Based on this data, we determined the median-compensated employee. For this year’s disclosure, we calculated such employee’s total fiscal 2020 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 2020 total annual compensation for the median-compensated employee was $77,107. As reported on page 41 of this proxy statement, the fiscal 2020 total annual compensation of our CEO, Mr. Haack, was $5,024,075. Although Mr. Haack was promoted to CEO during the fiscal year, we did not annualize any component of his compensation for the purpose of this comparison because he assumed the CEO position early in fiscal 2020 and was compensated at the CEO level for the full fiscal year. The ratio of the CEO’s total compensation to the median-compensated employee’s total compensation of approximately 65:1. 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.