Tony Thompson
EAGLE MATERIALSAbout Tony Thompson
Tony Thompson is Senior Vice President, Cement East at Eagle Materials Inc. (EXP), age 52, serving in his current role since 2019 and previously leading EXP’s East region and Texas Lehigh Cement Company LP . Education is not disclosed in the proxy . Company performance context during FY2025: Eagle Materials delivered record revenue of $2.3B, record diluted EPS of $13.77, and ROE of 33.5% . Thompson’s FY2025 divisional incentive payout was 86% of potential, reflecting objectives around safety and capital project execution .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eagle Materials | SVP, Cement East | 2019–present | Not disclosed |
| Eagle Materials | VP – Cement, Concrete & Aggregates East Region | 2018–2019 | Not disclosed |
| Texas Lehigh Cement Company LP | President | 2010–2018 | Not disclosed |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $323,912 | $336,868; +4.0% y/y |
| All Other Compensation ($) | $38,124 | $42,329 (Profit Sharing $33,687; Life Insurance $7,982; Wellness $660) |
Performance Compensation
| Component | Metric | Weighting/Structure | Target / Cap | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (Divisional) | Cement EBITDA-funded pool | Pool funded at 1.9% of consolidated cement EBITDA, adjusted for 50% JV | Individual potential = 5.0% of divisional pool; cap = lesser of 2× base salary or $400,000 | $303,250 (86% of potential) | Negative discretion based on goals: 10% budget attainment, 40% committee assessment, 50% objective goals | Cash paid post-year-end |
| Long-term PSUs (FY2025 grant) | Average ROE (primary) with TSR modifier | 50% of LTIP | ROE thresholds: 10%→50%, 15%→100%, >20%→150%; TSR modifier: ≥12% →1.33×; cap at 100% if TSR <0% | Performance period FY2025–FY2027 | Earned PSUs paid in stock post-certification; accrues dividend equivalents | Vest upon performance certification (May 2027) |
| Long-term RSUs (FY2025 grant) | Time-vested equity | 50% of LTIP | 945 shares granted | One-third vests per milestone | Pays stock upon vest; accrues dividend equivalents | Vests 5/24/2025, 3/31/2026, 3/31/2027 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 14,087 shares; <1% of common stock |
| Ownership as % of Shares Outstanding | ~0.043% (14,087 ÷ 32,630,879) |
| Stock Ownership Guideline | 3× base salary; all NEOs in compliance as of record date |
| Hedging/Pledging | Prohibited; no margin accounts allowed |
| Vested vs Unvested Breakdown (3/31/2025) | Unvested time-vesting RSUs: 945 shares; market value $209,724 • Unvested PSUs (max): 1,890 shares; market value $419,448 (subject to performance) • Unvested restricted stock from prior grants: 401 performance-based (value $88,994), 334 time-based (value $74,125), 450 time-based (value $99,869) |
| Options – Exercisable vs Unexercisable | 696 exercisable; 347 unexercisable (performance-based, 5/19/2022 grant) at $126.22, expiring 5/19/2032 • 580 exercisable; 289 unexercisable (time-based, 5/19/2022) at $126.22, expiring 5/19/2032 |
| In-the-money value (unexercisable, CiC/death acceleration) | $60,872 (based on $221.93 price at 3/31/2025) |
FY2025 LTIP Grants (detail)
| Grant Type | Grant Date | Target Shares | Max Shares | Notes |
|---|---|---|---|---|
| PSUs | 5/24/2024 | 945 | 1,890 | ROE + TSR modifier; three-year performance to FY2027 |
| RSUs | 5/24/2024 | 945 | N/A | Time-vesting per schedule |
Vesting Schedule (forward-looking)
| Award | Shares | Dates | Per-Date Shares |
|---|---|---|---|
| RSUs (FY2025 grant) | 945 | 5/24/2025; 3/31/2026; 3/31/2027 | 315 each |
| PSUs (FY2025 grant) | 945 target (max 1,890) | Performance certification post-FY2027 (May 2027) | Earned tranche paid then |
| Options (5/19/2022 grants) | Unexercisable tranches: 347 (perf), 289 (time) | Remaining vesting 3/31/2026 | As scheduled |
Employment Terms
- Employment agreement: The company states it does not have employment agreements currently in effect with executives .
- Change-in-control: Thompson does not have a CiC continuity agreement; equity awards under 2023 Plan follow double-trigger vesting; 2013 Plan awards may accelerate if not assumed/substituted in a change-in-control .
- Potential payments upon termination/CiC (illustrative at 3/31/2025): Change-in-control total $1,222,675 (accelerated equity value only, no cash severance); death/disability total $3,222,675 (includes $2,000,000 life insurance) .
- Clawbacks: Company maintains SEC-compliant clawback (COR-05) and supplemental policy (COR-06) for erroneous incentive compensation over three fiscal years .
- Perquisites: Executive Life Insurance premium paid ($7,982 in FY2025) and wellness award ($660) .
Compensation Structure
Summary Compensation (multi-year)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Salary ($) | $323,912 | $336,868 |
| Stock Awards ($) | $488,494 | $549,187 |
| Non-Equity Incentive Compensation ($) | $329,169 | $303,250 |
| All Other Compensation ($) | $38,124 | $42,329 |
| Total ($) | $1,179,699 | $1,231,634 |
FY2025 Plan-Based Awards
| Award | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|
| Annual Incentive (Divisional) | N/A | $352,616 cap-derived | $352,616 (cap) | Actual payout $303,250 |
| RSUs (shares) | — | 945 | — | Time-vesting per schedule |
| PSUs (shares) | 473 | 945 | 1,890 | ROE + TSR modifier |
Performance & Track Record
- FY2025 annual incentive evaluation cited Thompson’s promotion of a safety performance culture and capital improvement project execution; awarded 86% of potential under the divisional plan .
- Company performance context: record revenue ($2.3B), record diluted EPS ($13.77), ROE 33.5%, net income $463.4M .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; margin accounts prohibited, reducing misalignment risk .
- No tax gross-ups for golden parachutes; no defined benefit plans for executives .
- Equity awards under 2023 Plan use double-trigger CiC vesting, mitigating single-trigger windfalls .
- Related party transactions disclosed for other executives; none specific to Thompson .
Compensation Peer Group & Say-on-Pay
- Meridian Compensation Partners advised peer benchmarking for FY2025 program design; peer group retained from FY2024 (names not disclosed in excerpt) .
- Say-on-pay approval at 2024 annual meeting: ~97.7% support .
Investment Implications
- Alignment: Thompson’s pay mix skews to equity with explicit ROE and TSR modifiers, reinforcing shareholder value creation; RSUs/PSUs vesting dates and 2022 option vest in March 2026 could create localized selling pressure windows as awards deliver/vest .
- Retention: Absence of a personal CiC continuity agreement implies lower guaranteed severance economics; however, ongoing equity and stock ownership guidelines (3× salary, in compliance) support retention and alignment .
- Execution signals: Annual incentive outcomes tied to divisional EBITDA and goal achievement (awarded at 86%) and LTIP anchored to ROE suggest continued focus on capital efficiency in cement operations; monitor PSUs vesting outcome versus ROE/TSR thresholds after FY2027 for value realization .