William Devlin

About William Devlin

Senior Vice President, Controller and Chief Accounting Officer of Eagle Materials since August 2009; prior roles include Vice President & Controller (2005–2009), Director of Internal Audit (2004–2005), and Senior Manager at PricewaterhouseCoopers (1999–2004). Age 59 as of the 2025 proxy filing . Company compensation programs emphasize pay-for-performance with annual cash incentives linked to operating earnings and EBITDA and long-term equity awards using ROE with a TSR modifier; stock ownership guidelines, clawbacks, and hedging/pledging prohibitions support alignment, and say‑on‑pay approval was 97.7% in 2024 . The company’s “Pay versus Performance” framework highlights alignment to total shareholder return, net income and return on equity at the enterprise level .

Past Roles

External Roles

No public company directorships or external board roles disclosed in company filings for Devlin .

Fixed Compensation

Mr. Devlin is not disclosed as a Named Executive Officer (NEO) in FY2023–FY2025 proxy tables; individual base salary, target bonus, and bonus payouts for Devlin are not reported . Company-wide programs governing cash incentives include:

• Salaried Incentive Compensation Program (FY2025): corporate bonus pool funded at 1.2% of operating earnings; no pool if operating earnings <50% of budget; individual bonuses capped at 3× base salary; goals weighting 50% goal-based, 10% budget-based, 40% discretionary; payments within 60 days post‑fiscal year, subject to clawback .
• Special Situation Program (FY2025): funded by 0.2% of EBITDA plus unearned bonus pools; recognizes outstanding individual contributions or mitigates adverse market impacts; CEO-administered, with clawback and tax withholding provisions .

Performance Compensation

Program-level long-term incentive structure (FY2025, 2023 Plan) for NEOs and select key employees:

• Awards split 50% PSUs (3-year) and 50% time-vesting RSUs; PSUs earn-out based on average ROE with a TSR modifier; RSUs vest ratably on May 24, 2025; March 31, 2026; March 31, 2027 .
• Change-in-control treatment: double-trigger under 2023 Plan (assumed awards do not accelerate solely on change in control; acceleration occurs upon qualifying termination within two years; performance deemed at greater of target or actual immediately pre‑CIC) .

PSU performance framework (FY2025 awards):

Note: FY2024 PSU/RSU grants explicitly listed for Haack, Kesler, Newby, Cribbs, Thompson; Devlin not disclosed among recipients in the Item 5.02 8‑K .

Equity Ownership & Alignment

Beneficial ownership trend and components:

Alignment policies and pledging/hedging:

• Stock ownership guidelines apply to specified executives (CEO 5× salary; CFO/other NEOs 3×); Devlin not listed among guideline table names in the proxy .
• Company prohibits hedging and pledging of company securities; maintains clawback policies that allow recovery of incentive-based compensation in certain circumstances .

Insider transactions and selling activity:

Note: Proxy beneficial ownership counts reflect record dates (June 2023/2024/2025) and include shares acquirable within 60 days; RSUs/PSUs are not included in these counts .

Employment Terms

• No employment agreements currently in effect for executives per company compensation practices; executives are covered by ownership guidelines, clawbacks, and prohibited hedging/pledging .
• Change-in-control continuity agreements are disclosed only for Haack (3.0×), Kesler (2.5×), and Newby (2.0×) with double-trigger, cash severance based on salary + target bonus, prorated bonus, retirement/health premiums for a period, and up to $30,000 outplacement; no such agreement disclosed for Devlin .
• Equity awards under the 2013 Plan generally accelerate upon change in control if not assumed or replaced; performance awards vest at target/maximum as determined; 2023 Plan uses double‑trigger treatment for assumed/substituted awards .
• Executive Life Insurance Plan provides basic life coverage up to $2,000,000 for participating officers; amounts are taxable compensation and factor into potential death/disability payments tables for NEOs; plan participation covers officers/key employees broadly .

Investment Implications

• Alignment: Devlin’s beneficial ownership has trended down across proxies (30,258 → 27,561 → 23,775), consistent with periodic liquidity events; he continues to hold a meaningful equity stake relative to an accounting officer role, with 19,087 shares reported as of Aug 19, 2025 .
• Selling signals: Documented sales in Nov 2024 and Aug 2025 indicate ongoing diversification; monitor Form 4 activity for additional sales around vest dates and windows, noting the company’s strict insider trading, hedging, and pledging prohibitions which mitigate misalignment concerns .
• Retention/compensation levers: Devlin is not a disclosed NEO, so individual compensation details are unavailable; retention relies on company-wide annual bonus programs linked to operating earnings/EBITDA and long-term equity structures that emphasize ROE/TSR, plus clawbacks and ownership expectations for senior leaders, though CI cash severance is not disclosed for Devlin specifically .
• Governance quality: Strong say-on-pay support (97.7% in 2024) and stockholder-friendly plan features (no option repricing without shareholder approval; minimum vesting; robust clawbacks) reduce compensation-related risk and reflect disciplined oversight .