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NYSE: EXP EAGLE MATERIALS INC 8-K

Eagle Materials CAO retires after 20+ years; successor named; FY2027 incentive plans set

Filed May 21, 2026 · Period ending May 15, 2026 · ~1 min read

3 key changes 1 section

Key Changes

  • medium

    Chief Accounting Officer William R. Devlin retiring June 1, 2026 after 20+ years; Samuel M. Guzman Jr. (former CAO at Beacon Roofing Supply) assumes role same date; Devlin stays 2-3 months advisory.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    FY2027 executive bonus pool set at 1.2% of operating earnings; CEO gets 33%, CFO 16%, General Counsel 11%; no payout if earnings fall below 50% of budget; individual caps at 3x base salary.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
  • medium

    Business unit bonuses tied to EBITDA: American Gypsum pool at 2.00%, cement at 1.90%; unit presidents capped at $450K and $400K respectively; no payout below 50% of budget.

    Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →

Summary

Eagle Materials disclosed a planned leadership transition in its finance function and the structure of its fiscal 2027 executive compensation. Chief Accounting Officer William Devlin is retiring after more than two decades with the company, effective June 1, 2026.

His successor, Samuel Guzman Jr., brings prior CAO experience from Beacon Roofing Supply and will assume the role immediately, with Devlin remaining in an advisory capacity for two to three months to ensure continuity. The company also formalized its fiscal 2027 incentive plans, linking executive pay to operating earnings and business-unit EBITDA.

The corporate bonus pool is set at 1.2% of operating earnings, with the CEO receiving one-third of that pool, subject to performance floors (no payout if earnings fall below 50% of budget) and individual caps at three times base salary. Business-unit leaders face similar EBITDA-based structures with dollar caps. These are routine governance disclosures with no material impact on operations or strategy.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~900 words

Chief Accounting Officer retiring after 20+ years; successor named; fiscal 2027 executive incentive plans approved.

3 Added
Added Chief Accounting Officer retirement and succession medium

Added in current filing · verify on EDGAR →

On May 15, 2026, William R. Devlin, Senior Vice President, Chief Accounting Officer and Controller of Eagle Materials Inc. (the “Company”), notified the Company of his decision to retire from his position effective as of June 1, 2026. He has served the Company in this capacity for over 20 years. Mr. Devlin will remain with the Company in an advisory capacity for a transition period of approximately two to three months. As a part of the Company’s succession planning process, Samuel M. Guzman Jr. will become Senior Vice President, Chief Accounting Officer and Controller of the Company, effective as of June 1, 2026.

The company's Chief Accounting Officer is retiring after more than 20 years of service, effective June 1, 2026, and will stay on in an advisory role for two to three months. His successor, Samuel M. Guzman Jr., currently Vice President - Financial Reporting, will assume the role on the same date. Mr. Guzman previously served as Chief Accounting Officer at Beacon Roofing Supply and Liquidity Services.

Added Business Unit Plan incentive structure medium

Added in current filing · verify on EDGAR →

Under the terms of the Business Unit Plan, a pool of each of the Company’s participating business unit’s EBITDA will be available to pay annual bonuses to participating officers, subject to reduction based on individual performance in fiscal 2027 and the following limitations: (i) if the participating business unit’s EBITDA for fiscal 2027 is less than 50% of budget, then no funds will be available for that business unit’s pool; and (ii) none of the participants in the program will be able to receive a bonus payment in excess of two times (2X) such participant’s annual base salary. For fiscal 2027, the Compensation Committee set the EBITDA percentage for American Gypsum at 2.00% (“AG Pool”), and for the consolidated cement subsidiaries, at 1.90%, as adjusted with respect to our 50% owned cement joint venture (“Cement Pool”). The Compensation Committee also determined the maximum bonus potential for the named executive officers participating in the Business Unit Plan: Eric Cribbs, President of American Gypsum Company LLC, 8.5% of the AG Pool (subject to a Committee-imposed cap of $450,000); and Tony Thompson, Senior Vice President, Cement East, 4.75% of the Cement Pool (subject to a Committee-imposed cap of $400,000).

The Compensation Committee approved business-unit-level bonuses tied to EBITDA performance for fiscal 2027. American Gypsum's pool is 2.00% of EBITDA; the cement subsidiaries' pool is 1.90%. The President of American Gypsum can receive up to 8.5% of that pool (capped at $450,000), and the Senior VP of Cement East up to 4.75% of the cement pool (capped at $400,000). No bonuses are paid if a unit's EBITDA falls below 50% of budget.

Show 1 minor / wording change
Added Special Situation Program low

Added in current filing · verify on EDGAR →

Under the terms of the SSP, a pool of 0.2% of the Company’s EBITDA for fiscal 2027, plus any portions of bonus pools under the Eagle Plan, the Business Unit Plan and the business unit long-term compensation plan not paid out or earned, are available to pay annual bonuses to participating employees from the SSP.

The Compensation Committee approved a Special Situation Program that creates a bonus pool equal to 0.2% of fiscal 2027 EBITDA, plus any unearned or unpaid amounts from the other incentive plans. This pool is available to pay bonuses to participating employees.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify