On August 3, 2023, our stockholders approved the Eagle Materials Inc. 2023 Equity Incentive Plan (the 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 and consultants, independent contractors, and agents of the Company. The Compensation Committee of our Board of Directors (Compensation Committee) specifies grant terms for awards under the Plan.

In May 2024, the Compensation Committee awarded to certain officers and key employees an aggregate of 29,391 performance stock units and 1,963 performance stock options, as compensation for achievement of the target level of performance (collectively, the Performance Stock Awards). For the Performance Stock Awards to be earned, the Company must achieve performance vesting criteria as modified based on the Company’s average absolute total stockholder return during the performance period. The performance vesting criteria are based on certain levels of average annual return on equity (as defined in the Performance Stock Award Agreements) ranging from 10.0% to 20.0% measured at the end of fiscal 2027 (three-year performance period) as modified by total stockholder return. Performance outcomes (taking into account both criteria) will result in a threshold vesting percentage of 50% of target, and maximum performance will result in a vesting percentage of

Our Performance Stock Awards are evaluated on a quarterly basis with adjustments to compensation expense based on the likelihood of the performance targets being achieved or exceeded. The maximum expense for our outstanding Performance Stock Awards is approximately $11.7 million. Any forfeitures are recognized as a reduction to expense in the period in which they occur.

The fair value of the above Performance Stock Awards was determined using a Monte Carlo simulation. The following are key inputs in the Monte Carlo analysis for the Fiscal 2025 Employee Performance Stock Award.



Measurement Period (in years)		2.85
Risk-Free Interest Rate		4.7	%
Dividend Yield		0.4	%
Volatility		31.4	%
Estimated Fair Value of Market-Based PSAs at Grant Date	$	238.27

In addition to the Performance Stock Awards discussed above, the Compensation Committee approved the granting to certain officers and key employees an aggregate of 1,963 time-vesting stock options, which vest ratably over three years (the Fiscal 2025 Employee Time-Vesting Stock Option Grant) and 30,272 shares of time-vesting restricted stock units, which vest ratably over three years (the Fiscal 2025 Employee Restricted Stock Unit Time-Vesting Award). The Fiscal 2025 Employee Restricted Stock Unit Time-Vesting Award was valued at the closing price of the stock on the grant date and is being expensed over a three-year period. The Fiscal 2025 Employee Time-Vesting Stock Option Grant was valued at its grant date using the Black-Scholes option pricing model, which used similar inputs as the Monte Carlo analysis shown above.

In August 2024, the Compensation Committee granted 1,550 options to members of the Board of Directors (the Fiscal 2025 Board of Directors Stock Option Award). Options granted under the Fiscal 2025 Board of Directors Stock Option Award vest one year after the grant date and can be exercised from the date of vesting until their expiration on the tenth anniversary of the grant date.

The Fiscal 2025 Board of Directors Stock Option Award was valued at its grant date using the Black-Scholes option pricing model and is being expensed over a one-year period. The weighted-average assumptions used in the Black-Scholes model to value the Fiscal 2025 Board of Directors Stock Option Award are as follows:

In August 2024, the Compensation Committee granted 7,078 shares of time-vesting restricted stock to members of the Board of Directors (the Fiscal 2025 Board of Directors Restricted Stock Award). Restricted stock granted under the Fiscal 2025 Board of Directors Restricted Stock Award vest one year after the grant date and were valued at the closing price of the stock on the grant date. The value of the Fiscal 2025 Board of Directors Restricted Stock Award is being expensed over a one-year period.

In addition to the awards described above, we may issue equity awards, including stock options, restricted stock, and restricted stock units, to certain employees from time to time. Any options issued are valued using the Black-Scholes options pricing model on the grant date and expensed over the vesting period, while restricted stock and restricted stock units are valued using the closing price on the date of grant and expensed over the vesting period.

Stock option expense for all outstanding stock option awards totaled approximately $0.3 million and $0.9 million for the three and nine months ended December 31, 2024, respectively, and $0.5 million and $1.5 million for the three and nine months ended December 31, 2023, respectively. At December 31, 2024, there was approximately $1.4 million of unrecognized compensation expense related to outstanding stock options, which is expected to be recognized over a weighted-average period of 1.3 years.

The following table represents stock option activity for the nine months ended December 31, 2024:


	Number of Shares			Weighted- Average Exercise Price
Outstanding Options at March 31, 2024		252,364		$	91.28
Granted		5,476		$	244.92
Exercised		(71,353	)	$	90.04
Cancelled		(1,054	)	$	125.97
Outstanding Options at December 31, 2024		185,433		$	95.78
Options Exercisable at December 31, 2024		148,214
Weighted-Average Fair Value of Options Granted During the Year	$	104.45

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


	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number of Shares Outstanding		Weighted- Average Remaining Contractual Life (in years)		Weighted- Average Exercise Price		Number of Shares Outstanding		Weighted- Average Exercise Price
$59.32 - $81.28		88,060		4.78	$	63.01		88,060	$	63.01
$91.21 - $100.88		34,052		3.60	$	95.12		32,194	$	94.99
$118.27 - $139.25		48,931		7.36	$	126.59		22,043	$	126.41
$143.09 - $261.76		14,390		8.38	$	193.10		5,917	$	158.49
		185,433		5.52	$	95.78		148,214	$	83.19

At December 31, 2024, the aggregate intrinsic value of the outstanding and exercisable options was approximately $28.0 million and $24.2 million, respectively. The total intrinsic value of options exercised during the nine months ended December 31, 2024, was approximately $14.5 million.

The following table summarizes the activity for restricted stock units and nonvested restricted stock during the nine months ended December 31, 2024:


	Number of Shares			Weighted-Average Grant Date Fair Value
Restricted Stock Units and Nonvested Restricted Stock at March 31, 2024		204,946		$	121.12
Granted		66,741		$	240.61
Vested		(26,194	)	$	183.42
Forfeited		—		$	—
Restricted Stock Units and Nonvested Restricted Stock at December 31, 2024		245,493		$	156.30

Expense related to restricted stock units and restricted stock was approximately $4.5 million and $13.3 million for the three and nine months ended December 31, 2024, respectively, and $4.0 million and $13.8 million for the

three and nine months ended December 31, 2023, respectively. At December 31, 2024, there was approximately $23.7 million of unearned compensation from restricted stock units and restricted stock, which will be recognized over a weighted-average period of 1.5 years.