On August 3, 2023, our stockholders approved the Eagle Materials Inc. 2023 Equity Incentive Plan (the 2023 Plan), which reserves 1,425,000 shares for future grants of stock awards. Under the terms of the 2023 Plan, we can issue equity awards, including stock options, restricted stock units, restricted stock, and stock appreciation rights to employees of the Company, members of the Board of Directors, consultants, independent contractors, and agents of the Company. The Compensation Committee of our Board (the Compensation Committee) specifies grant terms for awards under the Plan.

In May 2023, under the 2013 Amended and Restated Incentive Plan (the Prior Plan), the Compensation Committee of the Board approved the granting to certain officers and key employees an aggregate of 2,296 performance-vesting stock options that would be earned only if certain performance conditions were satisfied (the Fiscal 2024 Employee Performance Stock Option Award). The performance criterion for the Fiscal 2024 Employee Performance Stock Option Award was based upon the achievement of certain levels of return on equity (as defined in the option agreements), ranging from 10% to 20%, from the performance periods described below. All stock options in each performance period will be earned if the return on equity is 20% or greater. If the return on equity is less than 20% but at least 10% in any performance period, the amount of stock options earned in such period will be reduced proportionately using straight-line interpolation, such that approximately 66.7% of the amount of stock options granted will be earned if the return on equity is 10%. If the Company does not achieve a return on equity of at least 10% during any performance period, all stock option awards for the performance period will be forfeited.

The stock options have a term of 10 years from the grant date. During fiscal 2024, the return on equity exceeded 20%, therefore all of the One-Year Performance Shares were earned.

The Compensation Committee also approved the granting of 1,914 time-vesting stock options to the same officers and key employees, which vest ratably over three years.

In August 2023, under the 2023 Plan, the Compensation Committee granted 1,348 options to members of the Board (the Fiscal 2024 Board Stock Option Award). Options granted under the Fiscal 2024 Board Stock Option Award vest one year after the date of grant, and can be exercised from the vesting date until their expiration on the tenth anniversary of the grant date.

All stock options issued during fiscal 2024 and 2023 were valued at the grant date using the Black-Scholes option pricing model. The weighted-average assumptions used in the Black-Scholes model to value the option awards in fiscal 2024 and 2023 are as follows:


	2024			2023
Dividend Yield		7.5	%		0.8	%
Expected Volatility		38.8	%		38.2	%
Risk-Free Interest Rate		3.74	%		2.90	%
Expected Life	6.0 years			6.0 years

In addition to the stock options described above, we issue stock options to certain employees from time to time. Any options issued are valued using the Black-Scholes option pricing model on the grant date and expensed over the vesting period.

Stock option expense for all outstanding stock option awards was approximately $2.0 million, $3.4 million, and $3.4 million for the years ended March 31, 2024, 2023, and 2022, respectively. At March 31, 2024, there was approximately $1.7 million of unrecognized compensation cost related to outstanding stock options, which is expected to be recognized over a weighted-average period of 1.9 years.

The following table shows stock option activity for the years presented:


	For the Years Ended March 31,
	2024					2023					2022
	Number of Shares			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Exercise Price		Number of Shares			Weighted- Average Exercise Price
Outstanding Options at Beginning of Year		436,949		$	89.69		456,849		$	83.81		708,501		$	83.85
Granted		5,558		$	172.62		56,621		$	125.90		11,316		$	140.42
Exercised		(189,143	)	$	90.40		(73,343	)	$	80.19		(247,578	)	$	86.97
Cancelled		(1,000	)	$	73.37		(3,178	)	$	109.15		(15,390	)	$	76.63
Outstanding Options at End of Year		252,364		$	91.28		436,949		$	89.69		456,849		$	83.81
Options Exercisable at End of Year		215,913					339,043					314,624
Weighted-Average Fair Value of Options Granted During the Year				$	69.84				$	48.36				$	49.18

The following table summarizes information about stock options outstanding at March 31, 2024:


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Shares Outstanding		Weighted- Average Remaining Contractual Life		Weighted- Average Exercise Price		Number of Shares Outstanding		Weighted- Average Exercise Price
$59.32 - $81.28		107,490		5.64	$	62.50		107,490	$	62.50
$91.21 - $106.00		75,608		4.27	$	94.15		73,750	$	94.07
$118.27 - $190.97		69,266		8.08	$	131.95		34,673	$	130.74
		252,364		5.90	$	91.04		215,913	$	84.24

At March 31, 2024, the aggregate intrinsic value for outstanding and exercisable options was approximately $45.6 million and $40.5 million, respectively. The total intrinsic value of options exercised during the fiscal years ended March 31, 2024, 2023, and 2022 was approximately $18.8 million, $4.4 million and $15.7 million, respectively.

In May 2023, under the Prior Plan, the Compensation Committee approved the granting to certain officers and key employees an aggregate of 45,693 shares of performance-vesting restricted stock that would be earned only if certain performance conditions were satisfied (the Fiscal 2024 Employee Restricted Stock Performance Award). The performance criterion for the Fiscal 2024 Employee Restricted Stock Performance Award was based upon the achievement of certain levels of return on equity (as defined in the agreement), ranging from 10% to 20%, for the performance periods described below. All stock options in each performance period will be earned if the return on equity is 20% or greater. If the return on equity is less than 20% but at least 10% in any performance period, the amount of stock options earned in such period will be reduced proportionately using straight-line interpolation, such that approximately 66.7% of the amount of stock options granted will be earned if the return on equity is 10%. If the Company does not achieve a return on equity of at least 10% during any performance period, all awards for the period will be forfeited. The restricted share performance periods are as follows:


	Shares		Performance Period	Vesting Date
One-Year Performance Shares		11,424	April 1, 2023 to March 31, 2024	May 2024
Two-Year Performance Shares		11,424	April 1, 2023 to March 31, 2025	May 2025
Three-Year Performance Shares		22,845	April 1, 2023 to March 31, 2026	May 2026

During fiscal 2024, the return on equity exceeded 20%, therefore all One -Year Performance Shares were earned.

The Compensation Committee also approved the granting of 38,072 shares of time-vesting restricted stock to the same officers and key employees, which vest ratably over three years (the Fiscal 2024 Employee Restricted Stock Time-Vesting Award). The Fiscal 2024 Employee Restricted Stock Performance Award and the Fiscal 2024 Employee Restricted Stock Time-Vesting Award were valued at the closing price of the stock on the date of grant and are being expensed over a three-year period.

In August 2023, under the 2023 Plan, we granted 10,755 shares of restricted stock to members of the Board (the Fiscal 2024 Board Restricted Stock Award). Restrictions on these shares will lapse one year after the grant date. The Fiscal 2024 Board Restricted Stock Award was valued at the closing price of the stock on the grant date and is being expensed over a one-year period.

In addition to the restricted stock described above, from time to time we issue restricted stock to certain employees. These awards are valued at the closing price of the stock on the grant date and expensed over the vesting period.

The fair value of restricted stock is estimated based on the stock price at the date of the grant. The following table summarizes the activity for nonvested restricted shares during the fiscal years ended March 31, 2024, 2023, and 2022:


	For the Years Ended March 31,
	2024					2023					2022
	Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Nonvested Restricted Stock at Beginning of Year		219,084		$	96.54		258,779		$	85.34		267,090		$	62.56
Granted		97,257		$	169.62		111,230		$	126.23		113,414		$	139.91
Vested		(111,695	)	$	124.78		(147,678	)	$	104.33		(116,507	)	$	87.47
Cancelled		(3,000	)	$	30.38		(3,247	)	$	124.82		(5,218	)	$	75.10
Nonvested Restricted Stock at End of Year		201,646		$	122.58		219,084		$	96.54		258,779		$	85.34

Expense related to restricted shares was $17.9 million, $13.7 million, and $10.9 million in fiscal years ended March 31, 2024, 2023, and 2022, respectively. At March 31, 2024, there were approximately 201,000 shares with remaining restrictions, for which $17.4 million of unearned compensation will be recognized over a weighted-average period of 1.4 years.

The number of shares available for future grants of stock options, restricted stock units, stock appreciation rights, and restricted stock under the 2023 Plan was 1,411,799 shares at March 31, 2024.