Executive changes and 2027 bonus plans at Eagle Materials (NYSE: EXP)

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Eagle Materials Inc. announced that longtime Senior Vice President, Chief Accounting Officer and Controller William R. Devlin will retire effective June 1, 2026, after more than 20 years in the role. He will stay on in an advisory capacity for roughly two to three months to support a smooth transition.

As part of planned succession, Samuel M. Guzman Jr., currently Vice President – Financial Reporting, will become Senior Vice President, Chief Accounting Officer and Controller on the same date. The Compensation Committee also approved three fiscal 2027 bonus frameworks: a salaried incentive plan funded by 1.2% of operating earnings with caps of 3x base salary, business unit EBITDA-based pools (including a 2.00% pool for American Gypsum and 1.90% for consolidated cement subsidiaries) with 2x salary caps, and a Special Situation Program funded by 0.2% of EBITDA plus unused bonus pool amounts.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Corporate bonus pool: 1.2% of operating earnings Corporate bonus cap: 3x annual base salary AG business unit pool: 2.00% of EBITDA +5 more

8 metrics

Corporate bonus pool 1.2% of operating earnings Pool for Eagle Plan bonuses in fiscal 2027

Corporate bonus cap 3x annual base salary Maximum individual payout under Eagle Plan

AG business unit pool 2.00% of EBITDA American Gypsum bonus pool for fiscal 2027

Cement business unit pool 1.90% of EBITDA Consolidated cement subsidiaries bonus pool for 2027

Business unit bonus cap 2x annual base salary Maximum individual payout under Business Unit Plan

Cribbs maximum bonus share 8.5% of AG Pool, up to $450,000 2027 potential for President of American Gypsum

Thompson maximum bonus share 4.75% of Cement Pool, up to $400,000 2027 potential for Senior Vice President, Cement East

Special Situation Program pool 0.2% of EBITDA Base SSP funding for fiscal 2027, plus unused pools

Key Terms

operating earnings, EBITDA, Salaried Incentive Compensation Program, Business Unit Salaried Incentive Compensation Program, +2 more

6 terms

operating earnings financial

"a pool of 1.2% of the Company’s operating earnings for fiscal 2027 will be available"

Operating earnings are the profit a company generates from its core business activities after subtracting everyday costs like wages, rent, and materials but before interest, taxes and one‑time gains or losses. Think of it as the result of running the business day to day—like a household’s monthly budget outcome before mortgage interest or a sudden unexpected bill—and investors use it to judge how healthy and repeatable a company’s core profit is.

EBITDA financial

"a pool of each of the Company’s participating business unit’s EBITDA will be available to pay annual bonuses"

EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.

Salaried Incentive Compensation Program financial

"approved the Eagle Materials Inc. Salaried Incentive Compensation Program (“Eagle Plan”)"

Business Unit Salaried Incentive Compensation Program financial

"approved the Eagle Materials Inc. Business Unit Salaried Incentive Compensation Program (“Business Unit Plan”)"

Special Situation Program financial

"approved the Eagle Materials Inc. Special Situation Program (the “SSP”)"

succession planning process financial

"As a part of the Company’s succession planning process, Samuel M. Guzman Jr. will become Senior Vice President"

The succession planning process is a strategic approach organizations use to identify and develop future leaders to ensure smooth transitions when key people leave or retire. It helps maintain stability and continuity, much like passing the torch in a relay race to ensure the team keeps moving forward without losing momentum. For investors, effective succession planning signals strong leadership continuity and long-term stability.

Understanding 8-K Material Events →

05/21/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 15, 2026

Eagle Materials Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

1-12984

75-2520779

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

5960 Berkshire Ln., Suite 900

Dallas, Texas

75225

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (214) 432-2000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	EXP	New York Stock Exchange
Common Stock, $0.01 par value	EXP	NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Information responsive to Item 5.02(b):

On May 15, 2026, William R. Devlin, Senior Vice President, Chief Accounting Officer and Controller of Eagle Materials Inc. (the “Company”), notified the Company of his decision to retire from his position effective as of June 1, 2026. He has served the Company in this capacity for over 20 years. Mr. Devlin will remain with the Company in an advisory capacity for a transition period of approximately two to three months.

As a part of the Company’s succession planning process, Samuel M. Guzman Jr. will become Senior Vice President, Chief Accounting Officer and Controller of the Company, effective as of June 1, 2026. Mr. Guzman is currently the Company’s Vice President - Financial Reporting, a role he has held since July 2025. Prior to joining the Company, Mr. Guzman was Vice President and Chief Accounting Officer of Beacon Roofing Supply, Inc. from 2020 to 2025, and Vice President and Chief Accounting Officer of Liquidity Services, Inc. from 2018 to 2020. Mr. Guzman began his career at Deloitte & Touche, he is a Certified Public Accountant, and he holds a B.S. in Accounting from Virginia Commonwealth University.

Information responsive to Item 5.02(e):

On May 15, 2026, the Compensation Committee approved the Eagle Materials Inc. Salaried Incentive Compensation Program (“Eagle Plan”), a copy of which is attached to this Report as Exhibit 10.1 and incorporated herein by reference. Under the terms of the Eagle Plan, a pool of 1.2% of the Company’s operating earnings for fiscal 2027 will be available to pay annual bonuses to participating officers, subject to reduction based on individual performance in fiscal 2027 and the following limitations: (i) if the Company’s operating earnings for fiscal 2027 are less than 50% of budget, then no funds will be available for the corporate bonus pool; and (ii) none of the participants in the program will be able to receive a bonus payment in excess of three times (3X) such participant’s annual base salary. The Compensation Committee also determined the applicable percentage of the bonus pool available for payment of the fiscal 2027 annual incentive bonus to the named executive officers participating in the Eagle Plan (Michael R. Haack, President and Chief Executive Officer, 33.0%; D. Craig Kesler, Executive Vice President - Finance and Administration and Chief Financial Officer, 16.0%; and Matt Newby, Executive Vice President, General Counsel and Secretary, 11.0%).

The Compensation Committee also approved the Eagle Materials Inc. Business Unit Salaried Incentive Compensation Program (“Business Unit Plan”), a copy of which is attached to this Report as Exhibit 10.2 and incorporated herein by reference. Under the terms of the Business Unit Plan, a pool of each of the Company’s participating business unit’s EBITDA will be available to pay annual bonuses to participating officers, subject to reduction based on individual performance in fiscal 2027 and the following limitations: (i) if the participating business unit’s EBITDA for fiscal 2027 is less than 50% of budget, then no funds will be available for that business unit’s pool; and (ii) none of the participants in the program will be able to receive a bonus payment in excess of two times (2X) such participant’s annual base salary. For fiscal 2027, the Compensation Committee set the EBITDA percentage for American Gypsum at 2.00% (“AG Pool”), and for the consolidated cement subsidiaries, at 1.90%, as adjusted with respect to our 50% owned cement joint venture (“Cement Pool”). The Compensation Committee also determined the maximum bonus potential for the named executive officers participating in the Business Unit Plan: Eric Cribbs, President of American Gypsum Company LLC, 8.5% of the AG Pool (subject to a Committee-imposed cap of $450,000); and Tony Thompson, Senior Vice President, Cement East, 4.75% of the Cement Pool (subject to a Committee-imposed cap of $400,000).

The Compensation Committee also approved the Eagle Materials Inc. Special Situation Program (the “SSP”), a copy of which is attached to this Report as Exhibit 10.3 and incorporated herein by reference. Under the terms of the SSP, a pool of 0.2% of the Company’s EBITDA for fiscal 2027, plus any portions of bonus pools under the Eagle Plan, the Business Unit Plan and the business unit long-term compensation plan not paid out or earned, are available to pay annual bonuses to participating employees from the SSP.

Item 9.01

Financial Statements and Exhibits


Exhibit Number		Description

10.1		Eagle Materials Inc. Salaried Incentive Compensation Program

10.2		Eagle Materials Inc. Business Unit Salaried Incentive Compensation Program

10.3		Eagle Materials Inc. Special Situation Program

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


EAGLE MATERIALS INC.

By:		/s/ Matt Newby Matt Newby Executive Vice President, General Counsel and Secretary

Date: May 21, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Eagle Materials (EXP) disclose in this 8-K?

Eagle Materials disclosed that William R. Devlin will retire as Senior Vice President, Chief Accounting Officer and Controller effective June 1, 2026. Samuel M. Guzman Jr., currently Vice President – Financial Reporting, will assume that role on the same date, with Devlin remaining briefly as an advisor.

How does Eagle Materials (EXP) structure its 2027 corporate bonus pool?

For fiscal 2027, Eagle Materials will fund its salaried incentive compensation program with a pool equal to 1.2% of operating earnings. Bonuses can be reduced for individual performance, and no participant may receive more than three times their annual base salary under this corporate plan.

What bonus percentages will Eagle Materials’ named executives receive from the Eagle Plan?

Under the Eagle Plan, the 2027 corporate bonus pool is allocated 33.0% to CEO Michael R. Haack, 16.0% to CFO D. Craig Kesler, and 11.0% to General Counsel Matt Newby. Actual payouts remain subject to performance and the three-times base salary maximum cap.

How are Eagle Materials’ business unit incentive pools for 2027 determined?

For fiscal 2027, Eagle Materials set business unit incentive pools as percentages of EBITDA: 2.00% for American Gypsum and 1.90% for consolidated cement subsidiaries, adjusted for a 50% joint venture. If a unit’s EBITDA is under 50% of budget, that unit’s pool is eliminated.

What are the maximum bonus opportunities for key business unit leaders at Eagle Materials?

For 2027, American Gypsum President Eric Cribbs can earn up to 8.5% of the AG Pool, capped at $450,000. Tony Thompson, Senior Vice President, Cement East, can earn up to 4.75% of the Cement Pool, capped at $400,000, under the Business Unit Plan.

What is Eagle Materials’ Special Situation Program (SSP) for 2027?

The Special Situation Program provides an additional bonus pool equal to 0.2% of company EBITDA for fiscal 2027. It also captures unearned or unpaid amounts from the Eagle Plan, Business Unit Plan, and business unit long-term compensation plan for distribution to participating employees.

Filing Exhibits & Attachments

7 documents