Craig Kesler - Executive Vice President – Finance and Administration and Chief Financial Officer | EAGLE MATERIALS (EXP) Executive Profile & Compensation

About Craig Kesler

D. Craig Kesler, age 49, is Executive Vice President – Finance and Administration and Chief Financial Officer of Eagle Materials, a role he has held since August 2009; prior roles include Vice President – Investor Relations and Corporate Development (March 2005–August 2009) and Audit Manager at Ernst & Young LLP (April 2002–September 2004) . Company performance context: in FY2025, Eagle reported Net Income of $463.4 million and Return on Equity of 33.5%, with a five-year TSR value of $389.78 on a $100 investment (vs. $289.26 for the peer index), and the company ties pay to Return on Equity, Operating Earnings, and EBITDA .

Past Roles

Organization	Role	Years	Strategic Impact/Notes
Eagle Materials	EVP – Finance & Administration and CFO	Aug 2009–present	Senior finance leadership; corporate finance and administration oversight
Eagle Materials	VP – Investor Relations & Corporate Development	Mar 2005–Aug 2009	Investor relations and M&A/corporate development responsibilities
Ernst & Young LLP	Audit Manager	Apr 2002–Sep 2004	Public accounting/audit experience

External Roles

No external board or other roles are disclosed for Mr. Kesler in the Executive Officers section of the 2025 Proxy .

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	515,036	590,000	613,600
All Other Compensation ($)	57,063	62,703	67,466

Base salary rate effective April 1, 2024: $613,600 (+4.0% YoY) .

Breakdown of FY2025 All Other Compensation:

Component	FY 2025 ($)
Profit Sharing Plan Contribution	34,500
SERP Contribution	26,270
Executive Life Insurance	6,201
Health Wellness Award	495
Total	67,466

Performance Compensation

Annual Cash Incentive – Program Design (FY2025):

Parameter	Program Feature
Funding	1.2% of Company Operating Earnings funds pool
Participant’s Pool Share	Kesler: 12.0% of pool (subject to limits)
Threshold	No payout if Operating Earnings <50% of budget
Individual Cap	Max 3× base salary
Discretion	Compensation Committee may apply negative discretion based on individual performance

Annual Cash Incentive – FY2025 Outcome:

Item	Amount/Detail
Maximum Potential (per program mechanics) ($)	913,745 (program maximum as presented in plan-based awards table)
Actual Payout ($)	833,792 (91.25% of potential)
Performance Notes	Evaluation cited ERP implementation, cyber security enhancements, and capital management

Long-Term Incentive – FY2025 Grants (Granted May 24, 2024):

Award Type	Shares/Units	Grant Date Fair Value ($)	Vesting / Performance
RSUs	2,833	675,019	Time-vest: 1/3 on May 24, 2025; remainder on Mar 31, 2026 and Mar 31, 2027
PSUs (Target)	2,833	970,969	3-year performance (FY2025–FY2027) on average ROE with absolute TSR modifier; 50%–200% of target; settled after certification
Total Target Equity Value	—	1,645,988	50% PSUs / 50% RSUs structure

PSU Performance Grid (applies to FY2025 awards):

Performance Level	Average ROE	% of Target PSUs Earned	Average Absolute TSR	TSR Modifier	Resulting Vesting (% of Target)
Maximum	>20.0%	150.00%	>12.0%	1.33x	200.00%
Target	15.0%	100.00%	8.00%	1.00x	100.00%
Threshold	10.0%	50.00%	0.00%	1.00x	50.00%

Additional LTI Notes:

Prior two-year performance-based restricted stock (granted FY2024) earned at 120% based on 35.8% average ROE; earned shares vested May 2025 .
FY2025 LTI awards are subject to "double-trigger" change-in-control protections under the 2023 Plan .

Equity Ownership & Alignment

Beneficial Ownership (Record Date: June 6, 2025):

Item	Amount
Shares Beneficially Owned	88,345 (includes 160 shares in IRA)
% of Common Stock	<1%
Options Exercisable within 60 Days	32,940

Outstanding Options (FY2025 Year-End):

Series	Exercisable (#)	Unexercisable (#)	Exercise Price ($)	Expiration
2019–2029	4,646	—	91.58	05/16/2029
2019–2029	4,135	—	91.58	05/16/2029
2010–2030	8,586	—	60.21	05/19/2030
2010–2030	11,322	—	60.21	05/19/2030
2022–2032	2,319	772	126.22	05/19/2032
2022–2032	1,932	644	126.22	05/19/2032

Unvested/Unearned Equity at FY2025 Year-End (valued at $221.93 share price):

Award Type	Count (#)	Market/Payout Value ($)
Unvested Restricted Stock (legacy grants)	11,667	2,589,257
Unvested Restricted Stock	1,299	288,287
Unvested Restricted Stock	891	197,740
Unvested Restricted Stock	743	164,894
Unearned Performance Awards (prior cycles)	1,170	259,658
Unearned Performance Awards (prior cycles)	2,339	519,094
PSUs (FY2025 grant, max opportunity shown)	5,666	1,257,455
RSUs (FY2025 grant)	2,833	628,728

Vesting/Exercise Activity (FY2025):

Item	Quantity	Value ($)
Options Exercised	10,000	1,968,193
Shares Vested (Stock Awards)	6,078	1,397,239

Ownership Policies and Alignment:

Stock Ownership Guideline: 3× base salary for CFO; new officers have 5 years to meet; all NEOs in compliance as of record date .
Clawbacks: SEC/NYSE-compliant executive officer policy plus supplemental policy (three-year lookback; recovery even absent misconduct under core policy) .
Hedging/Pledging: Prohibited; no margin accounts allowed .

Employment Terms

No general employment agreements in effect with executives; limited perquisites and no 4999 excise tax gross-ups .
Change-in-Control (CIC) Continuity Agreement (Double-Trigger): If terminated without cause or resigns for good reason within 2 years post-CIC, Kesler receives 2.5× (base salary + target bonus), prorated target bonus for year of termination, 15 months of retirement plan contribution equivalence, 15 months health insurance premium, and up to $30,000 outplacement; 15-month non-compete and perpetual confidentiality; initial term June 20, 2019 with annual auto-renewals .
Potential Payments (as of Mar 31, 2025): | Scenario | Options Accelerated ($) | RSU/PSU Accelerated ($) | Executive Life Insurance ($) | CIC Agreement ($) | Total ($) | |---|---:|---:|---:|---:|---:| | Death/Disability | 135,525 | 5,905,113 | 2,000,000 | — | 8,040,639 | | CIC + Qualifying Termination | 135,525 | 5,905,113 | — | 4,863,516 | 10,904,154 |

Award Timing/Grant Practices:

Equity awards set annually following predetermined schedule; grant date two business days after fiscal year results release; no option repricing without shareholder approval; no timing around MNPI .

Related Party Consideration:

Company engaged KPMG for tax consulting (~$267,000 in FY2025); Kesler’s spouse is a KPMG partner but did not work on Company matters; engagement pre-approved per code of conduct .

Investment Implications

Pay-for-performance alignment is robust: annual bonus is a function of Operating Earnings with individual performance “negative discretion,” and LTI is 50% PSUs on 3-year average ROE with an absolute TSR modifier, reinforcing capital efficiency and shareholder returns .
Retention appears strong: long CFO tenure (since 2009), meaningful unvested equity and a double-trigger CIC agreement with a 2.5× multiple and 15-month non-compete support continuity while avoiding single-trigger windfalls; no excise tax gross-ups reduce governance risk .
Near-term supply from scheduled vesting: one-third of FY2025 RSUs vested May 24, 2025; remaining tranches vest on March 31, 2026 and March 31, 2027; PSUs settle after FY2027 certification—these dates and amounts can inform expected selling windows; FY2025 saw 10,000 options exercised and 6,078 shares vest, signaling potential liquidity events but within policy constraints (no hedging/pledging) .
Governance watch item: the KPMG engagement given spouse affiliation is disclosed and controlled; not material but should be monitored for recurrence; otherwise policies (clawbacks, ownership guidelines, prohibition on hedging/pledging) are shareholder-aligned .