Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

Information responsive to Item 5.02(e):



On May 17, 2022, the Compensation Committee approved the Eagle Materials Inc.
Salaried Incentive Compensation Program for Fiscal Year 2023 ("Eagle Plan"), a
copy of which is attached to this Report as Exhibit 10.1 and incorporated herein
by reference. Under the terms of the Eagle Plan, a pool of 1.2% of the Company's
operating earnings for fiscal 2023 will be available to pay annual bonuses to
participating officers, subject to reduction based on individual performance in
fiscal 2023. The Compensation Committee also determined the applicable
percentage of the bonus pool available for payment of the annual incentive bonus
to the named executive officers participating in the Eagle Plan (Michael R.
Haack, President and Chief Executive Officer, 28.0%; D. Craig Kesler, Executive
Vice President - Finance and Administration and Chief Financial Officer, 17.5%;
and Robert S. Stewart, Executive Vice President - Strategy, Corporate
Development and Communications, 15.0%).

Steven L. Wentzel, President of American Gypsum Company LLC, participates in the
American Gypsum Company Salaried Incentive Compensation Program for Fiscal Year
2023 (a copy which is attached to this Report as Exhibit 10.2 and incorporated
herein by reference). The Compensation Committee approved the percentage of
American Gypsum's EBITDA available for payment of annual bonuses to
participating American Gypsum employees (2.0%) and the percentage of such bonus
pool available for payment to Mr. Wentzel at the end of fiscal 2023 (12.5%),
subject to reduction based on individual performance.

The Compensation Committee also approved the Eagle Materials Inc. Special
Situation Program for Fiscal Year 2023 (the "SSP"), a copy of which is attached
to this Report as Exhibit 10.3 and incorporated herein by reference. Under the
terms of the SSP, a pool of 0.2% of the Company's EBITDA for fiscal 2023, plus
any portions of bonus pools under the Eagle Plan, the divisional plans and
subsidiary long-term compensation plans not paid out or earned, are available to
pay annual bonuses to participating employees from the SSP.

Effective May 19, 2022, the Compensation Committee, as part of its annual
compensation review, approved long-term incentive equity awards under the Eagle
Materials Inc. Amended and Restated Incentive Plan ("Incentive Plan") to a group
of the Company's officers, including its named executive officers. The awards
are comprised of performance vesting stock options, performance vesting
restricted stock, time vesting stock options and time vesting restricted stock.
Each of the Company's current named executive officers (other than Mr. Graass,
who will be retiring as an officer effective on or about June 3, 2022) was
granted stock options and/or restricted stock as a part of this award.

In order for the performance vesting stock options and restricted stock to be
earned, the Company must achieve a performance vesting criterion based on the
Company's average return on equity measured at the end of fiscal 2023.
One-fourth of any earned stock options and restricted stock will vest
immediately and one-fourth on each of the next three fiscal year-ends (assuming
continued service by the relevant officer). Any stock options or restricted
stock that are not earned at the end of fiscal 2023 upon the determination of
the achievement of the performance vesting criterion will be forfeited. The
terms and conditions of the performance vesting stock options and restricted
stock will be substantially the same as awards made in fiscal 2022.

The time vesting stock options and restricted stock will vest ratably over the
four fiscal year-ends following the date of grant (assuming continued service by
the relevant officer). The terms and conditions of the time vesting stock
options and restricted stock will be substantially the same as previous time
vesting equity awards.

In accordance with the terms of the Company's Incentive Plan, the exercise price of the stock options (whether time vesting or performance vesting) is the closing price of the Company's Common

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Stock on the date of grant, May 19, 2022 ($126.22). The following table shows
the stock options and restricted stock granted to the Company's named executive
officers effective May 19, 2022:

                                  Number of              Shares of
                                 Performance            Performance              Number of              Shares of
                                   Vesting                Vesting              Time Vesting            Time Vesting
Name                            Stock Options         Restricted Stock         Stock Options         Restricted Stock
Michael R. Haack                        13,907                   16,044                11,589                   13,370
D. Craig Kesler                          3,091                    3,566                 2,576                    2,972
Robert S. Stewart                           -                     4,279                    -                     3,566
Steven L. Wentzel                           -                     2,853                    -                     2,377

Item 9.01 Financial Statements and Exhibits





Exhibit
Number       Description

10.1           Eagle Materials Inc. Salaried Incentive Compensation Program for
             Fiscal Year 2023

10.2           American Gypsum Company Salaried Incentive Compensation Program for
             Fiscal Year 2023

10.3           Eagle Materials Inc. Special Situation Program for Fiscal Year 2023


104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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