Matt Newby - Executive Vice President, General Counsel and Secretary | EAGLE MATERIALS (EXP) Executive Profile & Compensation

About Matt Newby

Executive Vice President, General Counsel and Secretary at Eagle Materials (EXP). Age 48; current office since June 2022; previously Associate General Counsel (2012–2022) and associate at Weil, Gotshal & Manges LLP and Baker Botts LLP (2002–2012) . Company performance in FY2025: record revenue of $2.3B, record diluted EPS of $13.77, ROE 33.5%; key compensation metrics used across programs include ROE, Operating Earnings, and EBITDA, with PSUs modified by absolute TSR . For FY2025, Newby’s annual incentive payout was $486,379, equal to 91.25% of potential, reflecting performance against objectives in acquisitions, commercial contracts, and HR matters .

Past Roles

Organization	Role	Years	Strategic impact
Eagle Materials	EVP, General Counsel & Secretary	Since June 2022	Oversight areas in FY2025 included acquisitions, commercial contracts, and HR matters
Eagle Materials	Associate General Counsel	June 2012–May 2022	Not disclosed in proxy
Weil, Gotshal & Manges LLP; Baker Botts LLP	Associate	2002–2012	Not disclosed in proxy

Fixed Compensation

Item	FY2025 Amount	Notes
Base Salary Rate	$522,500	Effective April 1, 2024; +10% y/y
Annual Cash Incentive – Actual Paid	$486,379	91.25% of potential
All Other Compensation – Profit Sharing	$34,500	Company retirement plan contribution
All Other Compensation – SERP Contribution	$16,563	Company contribution to SERP
All Other Compensation – Executive Life Insurance	$5,653	Per Executive Life Insurance Plan
All Other Compensation – Health Wellness Award	$660
All Other Compensation – Total	$57,376

Compensation summary (fiscal years ended March 31):

Metric ($)	FY2023	FY2024	FY2025
Salary	$392,268	$475,000	$522,500
Stock Awards	$759,567	$813,990	$1,036,384
Option Awards	—	—	—
Non-Equity Incentive	$462,209	$564,466	$486,379
All Other Compensation	$41,398	$49,497	$57,376
Total	$1,655,442	$1,902,953	$2,102,639

Performance Compensation

Annual cash incentive program (Eagle Annual Incentive Program)

Metric	Target	Actual	Payout (% of potential)	Payout ($)	Vesting/Timing
Operating earnings-funded pool; individual objectives with negative discretion	Not disclosed	Committee evaluation; objectives substantially met	91.25%	$486,379	Paid post fiscal year-end evaluation

FY2025 long-term equity incentive grants (May 24, 2024)

Type	Shares	Grant Date Fair Value ($)	Vesting/Performance
PSUs (performance vesting)	1,784	$611,310	Three-year performance period to FY2027; earned based on average ROE with absolute TSR modifier; 50%–200% payout range; target ROE 15%, max >20%; TSR modifier: 1.00x at 8% TSR, 1.33x at >12%; cap at 100% if TSR <0%
RSUs (time vesting)	1,784	$425,074	1/3 on May 24, 2025; remaining ratably on March 31, 2026 and March 31, 2027, subject to continued service

FY2025 stock vested and options exercised

Item	Quantity	Value
Shares vested (restricted stock/RSUs)	3,740	$857,688
Options exercised	—	—

Equity Ownership & Alignment

Item	Value	Notes
Beneficially owned shares	32,532	Includes shares acquirable within 60 days via options; excludes RSUs/PSUs
Ownership as % of outstanding	<1%
Options acquirable within 60 days	12,496	Under 2013/2023 plans
Stock ownership guideline	3x salary
Compliance with guideline	In compliance as of record date, per NEO group disclosure
Hedging/pledging/margin	Prohibited for all directors and employees	Alignment safeguard

Employment Terms

Change in Control Continuity Agreement (Newby)

Term	Provision
Trigger	Double-trigger (CIC + qualifying termination)
Severance multiple	2.0x base salary + target bonus
Prorated bonus	Year-of-termination target bonus prorated
Retirement plan contributions	Payment in lieu of employer retirement contributions for 12 months post-termination
Health insurance	Premiums for continued coverage for 12 months
Outplacement	Up to $30,000
Non-compete	12 months post-termination; perpetual confidentiality
Initial term & renewal	Effective May 31, 2022; auto-renews annually
Tax gross-ups	None; 280G cutback to best after-tax position
Equity awards in CIC	Subject to plan “double-trigger” (accelerate if not assumed/replaced)

Estimated potential payments (as of March 31, 2025)

Scenario	Accelerated Unvested RS/PSU ($)	CIC Agreement Cash/Benefits ($)	Executive Life Insurance ($)	Total ($)
Death or Disability	$2,141,846	—	$2,000,000	$4,141,846
Change in Control (qualifying termination)	$2,141,846	$2,743,486	—	$4,885,332

SERP (Nonqualified Deferred Compensation) – FY2025

Component	Amount
Registrant contribution	$16,563
Aggregate balance at FYE	$36,893

Clawbacks and trading policies

Two clawback policies: SEC/NYSE-compliant Recoupment Policy and Supplemental Recoupment Policy covering incentive-based compensation over prior three fiscal years; recovery may occur even absent misconduct .
No hedging, pledging, or margin accounts allowed for company securities .

Investment Implications

Pay-for-performance alignment: Annual incentive funded by operating earnings with committee discretion; LTI split 50/50 PSUs and RSUs with PSU metrics tied to ROE and absolute TSR, directly connecting pay to value creation and capital efficiency .
Retention and change-in-control economics: Double-trigger CIC agreement with a 2x cash severance multiple plus benefits and non-compete lowers forced turnover risk while avoiding tax gross-ups; equity awards are subject to plan “double-trigger” treatment if not assumed, moderating windfall risk .
Insider selling pressure: RSUs vest across May 24, 2025 and March 31 of 2026 and 2027, creating predictable liquidity windows; no options were exercised in FY2025, and hedging/pledging prohibitions mitigate misalignment signals .
Ownership alignment: Beneficial ownership of 32,532 shares with options exercisable within 60 days of 12,496; compliance with a 3x salary ownership guideline supports alignment, though individual ownership is <1% of shares outstanding .