Michael Haack
EAGLE MATERIALSAbout 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 .