EAGLE MATERIALS INC

In light of a review of the Company’s long-term compensation program during the course of fiscal 2024 and taking into consideration stockholder feedback, in May 2024, the Compensation Committee modified several aspects of the Company’s long-term compensation program for fiscal 2025, including (i) the entire performance-vesting award is subject to a three-year performance period; (ii) the performance-vesting award is subject to more than one performance metric; and (iii) the equity awards are subject to the 2023 Incentive Plan's "double-trigger" change in control provisions.

As we disclosed in our Form 8-K filed with the SEC on May 31, 2024, effective May 24, 2024, the Compensation Committee, as part of its annual compensation review, approved long-term incentive equity awards under the 2023 Incentive Plan to a group of the Company’s

Eagle Materials Inc. - 2024 PROXY STATEMENT -49 officers, including some of its Named Executive Officers. The awards are comprised of performance-vesting restricted stock units (“PSUs”) and time-vesting restricted stock units (“RSUs”).

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For the PSUs to be earned, the Company must achieve performance vesting criteria based on the Company’s average return on equity measured at the end fiscal 2027 (three-year performance period), as modified based on the Company’s average absolute total stockholder return during the performance period. Threshold performance will result in a vesting percentage of 50% of target and maximum performance will result in a vesting percentage of 200% of target. Earned PSUs will be paid in shares of Common Stock promptly following the performance certification date. During the performance period, the PSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock with respect to any earned PSUs.

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The RSUs will vest ratably over the three fiscal year-ends following the date of grant (assuming continued service by the relevant officer); provided, the first vesting will occur on the one-year anniversary of the date of grant. RSUs will be paid in shares of Common Stock promptly following a vesting date. During the vesting period, the RSUs will accrue dividend-equivalent restricted stock units, which will be paid in shares of Common Stock with respect to any vested RSUs.

The fiscal 2025 long-term equity awards are subject to the "double-trigger" change in control provisions of the 2023 Incentive Plan, as described in our 2023 proxy statement.

Eagle Materials Inc. - 2024 PROXY STATEMENT -50