Michael Haack - Chief Executive Officer | EAGLE MATERIALS (EXP) Executive Profile & Compensation

About Michael Haack

Michael R. Haack is President & CEO of Eagle Materials and a director since 2019; he is 52 years old and serves on the Board’s Executive Committee . He holds a B.S. in Industrial Engineering (Purdue), M.S. in Industrial Engineering (Texas A&M), and an MBA (Rice), with prior global operations leadership roles at Halliburton . Under his leadership, Eagle delivered record revenue of $2.3B, record diluted EPS of $13.77, and ROE of 33.5% in FY2025 . Pay-versus-performance data show strong shareholder value creation over recent years (cumulative TSR index of 389.78 for FY2025, 475.35 for FY2024, 255.39 for FY2023) .

Past Roles

Organization	Role	Years	Strategic Impact
Eagle Materials	President & CEO	2019–present	Led portfolio growth, integration of acquisitions, high ROE metrics; advanced sustainability strategies .
Eagle Materials	President & COO	2018–2019	Operational leadership; precursor to CEO role .
Eagle Materials	EVP & COO	2014–2018	Enterprise operations accountability; M&A and integration experience .
Halliburton (Sperry Drilling)	Global Operations Manager	2014	Managed large-scale global operations .
Halliburton (Sperry Drilling)	Principal Global Strategic Business Manager	2013–2014	Strategic planning and global business management .
Halliburton (Sperry Drilling)	Senior Northern Region Manager	2010–2013	Regional operations leadership .
Halliburton (Sperry Drilling)	Senior Country Manager (Norway)	2008–2010	International operations leadership .

External Roles

Organization	Role	Years
Concrete Advancement Foundation	Trustee	2025–present
Texas A&M University	Industrial Engineering Advisory Council Member	2002–present

Fixed Compensation

Metric	FY 2023	FY 2024	FY 2025
Base Salary ($)	$1,000,000	$1,040,000	$1,081,600

Performance Compensation

Annual Cash Incentive (Eagle Annual Incentive Program – CEO)

Component	Design	FY2025 Outcome
Funding metric	1.2% of Company operating earnings; payout subject to threshold ≥50% of budget .	Operating earnings of $634,545,002 (adjusted) → total Eagle pool $7,614,540 .
Individual opportunity	CEO share of pool 28%; individual payout cap 3x base salary .	Committee applied negative discretion based on goals: 50% objective, 10% budget attainment, 40% overall performance .
Payout	Lump-sum cash, subject to committee evaluation .	CEO payout $1,945,515 (91.25% of potential) .

Long-Term Equity Incentive (FY2025 grants)

Metric	Weighting	Target	Max	Vesting
PSUs – Average ROE with absolute TSR modifier	50% of grant value	ROE 15% → 100% of target; TSR modifier 1.00x at 8% TSR .	ROE >20% with TSR ≥12% → up to 200% of target (1.33x modifier) .	3-year performance period ending FY2027; earned PSUs paid in stock; accrues dividend equivalents .
RSUs – Time vesting	50% of grant value	—	—	Vest ratably on May 24, 2025; Mar 31, 2026; Mar 31, 2027; paid in stock; accrues dividend equivalents .
FY2025 CEO grant	Target value $5,650,000 with 11,857 PSUs and 11,857 RSUs at $238.27/share .	As above .	Max PSUs 23,714 .	As above .

Prior Performance-Based Awards

Award	Performance Period	Result
FY2024 performance-vesting restricted stock (two-year tranche)	FY2024–FY2025	Company average ROE 35.8% → earned at 120% of target; vested promptly after May 2025 certification .

Option Exercises and Stock Vested (FY2025)

Metric	FY2025
Options exercised (shares)	32,867
Value realized on exercise ($)	$7,503,885
Shares vested (restricted stock/units)	24,368
Value realized on vesting ($)	$5,584,564

Equity Ownership & Alignment

Item	Detail
Beneficial ownership (shares)	145,655; less than 1% of outstanding .
Stock options (CEO)	Exercisable: 23,774 @ $60.21 (exp. 5/19/2030); 19,812 @ $60.21 (exp. 5/19/2030); 10,431 @ $126.22 (exp. 5/19/2032); 8,692 @ $126.22 (exp. 5/19/2032). Unexercisable portions: 3,476 and 2,897, respectively .
Unvested equity (CEO)	Restricted stock/units outstanding include 4,011; 3,342; 4,797; plus 11,857 time-vesting RSUs. PSU “maximum” opportunity 23,714 tied to FY2025 grant .
Ownership guidelines	CEO 5x salary; counted holdings include vested RSUs/Restricted Stock (once performance met), retirement plan shares, and indirect holdings; all NEOs in compliance as of record date .
Hedging/pledging policy	Hedging, pledging, margin accounts, short sales, and exchange-traded options are prohibited for directors, officers, and employees .
Director fees	As a management director, Haack receives no additional director compensation; CEO pay includes board service .

Employment Terms

Provision	Terms
Change-in-control continuity agreement (effective 6/20/2019; auto-renews annually)	Double-trigger severance; multiple of 3x salary+target bonus; prorated bonus; retirement contributions in lieu (18 months); health premiums (18 months); outplacement up to $30,000; confidentiality (perpetual); non-compete 18 months; reduction to avoid 280G excise tax where beneficial .
Estimated CiC severance (termination as of 3/31/2025)	Total $11,993,584 (components: $3,244,800 base; $6,396,213 target bonus; $2,132,071 prorated bonus; $154,500 retirement; $36,000 health; $30,000 outplacement) .
CEO has no general employment agreement	Company does not have employment agreements in effect with executives .
Clawbacks	SEC/NYSE-compliant executive clawback (COR-05) and supplemental clawback (COR-06) for erroneous incentive comp tied to restatements .

Board Governance

Board leadership is split: independent Chairman (Michael R. Nicolais) and CEO (Haack), reducing combined power concerns; CEO participates in strategy; Chairman leads Board oversight and executive sessions .
Independence: only Haack is not independent; eight of nine continuing directors are independent .
Committees: Haack serves on the Executive Committee; he is not on Audit, Compensation, or Governance committees .
Attendance: all incumbent directors attended ≥75% of Board/committee meetings in FY2025; non-employee directors meet in executive session after Board meetings .
Say-on-Pay: 97.7% approval of executive compensation at 2024 annual meeting .

Company Performance During Haack’s Tenure

Metric	FY 2023	FY 2024	FY 2025
Revenue ($USD)	$2,148,069,000*	$2,259,297,000*	$2,260,508,000*
EBITDA ($USD)	$724,190,000*	$775,358,000*	$758,097,000*
Values retrieved from S&P Global.*

Additional disclosed metrics:

Record revenue $2.3B and diluted EPS $13.77 in FY2025 .
ROE: 32.2% (FY2023), 38.3% (FY2024), 33.5% (FY2025) .

Director Service and Compensation (Haack)

Item	Detail
Board service	Director since 2019; Class III director with term expiring 2027 .
Committee roles	Executive Committee member .
Independence	Not independent (as CEO); Board maintains majority independent membership .
Attendance	≥75% participation and attendance at stockholder meetings encouraged; executive sessions occur after Board meetings .
Director compensation	No separate director fees; CEO pay reflects service .

Compensation Structure Analysis

Mix and at-risk pay: 88% of CEO’s target compensation was performance-based/at-risk in FY2025, reflecting strong pay-for-performance alignment .
Shift to PSUs/RSUs: FY2025 long-term equity moved to PSUs with 3-year ROE plus TSR modifier and time-vesting RSUs; options were not granted to NEOs in FY2025 .
Governance terms: Double-trigger CiC; no tax gross-ups; repricing prohibited without stockholder approval; clawbacks in place .
Annual incentive rigor: pool funded by operating earnings, threshold ≥50% of budget, individual caps, and negative discretion via goal assessments .
Say-on-Pay support indicates investor endorsement (97.7%) .

Risk Indicators & Red Flags

Pledging/hedging prohibited across insiders, reducing alignment risk .
Large FY2025 option exercises and vesting for CEO (combined >$13M of realized value) could indicate supply from equity monetizations; offset by ownership guideline compliance .
No tax gross-ups on golden parachutes; double-trigger reduces single-trigger risks .
Related party transaction disclosure: CFO spouse at KPMG for tax consulting; controls and approvals in place; spouse did not work on Company matters .

Compensation Peer Group and Consultants

Meridian Compensation Partners advised the Compensation Committee; peer group retained from FY2024 after review (industry relevance, revenue scale, margins) .

Say-On-Pay & Shareholder Feedback

2024 say-on-pay approval: 97.7%; Committee continued program refinements, including PSU structure and TSR modifier for FY2025 .

Expertise & Qualifications

Technical/operational expertise in heavy industry, engineering, supply chain, M&A, and sustainability leadership; significant international experience .
Education: Purdue (B.S. Industrial Engineering), Texas A&M (M.S. Industrial Engineering), Rice (MBA) .

Employment Terms (Non-Compete and Renewal)

Item	Terms
Non-compete	18 months post-termination under CiC agreements .
Auto-renewal	CiC agreements auto-renew 1 year annually after initial 3-year term .

Investment Implications

Alignment: High at-risk pay (88% for CEO), ROE-driven PSUs with TSR modifier, and strong say-on-pay support suggest compensation closely tied to shareholder outcomes .
Retention: Double-trigger CiC with 3x multiple, 18-month non-compete, and multi-year PSU cycles support executive retention and focus on long-term value creation .
Potential supply: Significant FY2025 option exercises and vesting realized by CEO could create episodic selling, though ownership guidelines and policy restrictions mitigate misalignment risks .
Governance quality: Separate Chairman/CEO roles and majority-independent board limit dual-role concerns; Haack’s participation in Executive Committee maintains strategic oversight while preserving independence in key committees .