DEF 14A of CRH Public LTD Co, Mar 28, 2025

DEF 14A of CRH Public LTD Co

Filed Mar 28, 2025 · FY20240001628280-25-015342

Open on EDGAR

  1. Proposal 1 – Re-election of Directors

    Proposal 1 – Re-election of Directors The Board of Directors recommends that shareholders vote FOR the re-election of all nominees to the Board of Directors. In accordance with the Company’s Articles, all members of the Board retire at the AGM, with those eligible standing for re-election each year. Following a review by the Nomination & Corporate Governance Committee, the Board has determined that each Director continues to be effective and that each Director demonstrates commitment to the role, has sufficient time to meet his or her commitment to the Company and has individual skills and experience which are relevant and beneficial to support the Board in fulfilling its duties. You are being asked to vote on the re-election of each of the following 12 Director nominees until the 2026 AGM:

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | Name | Position | Independent | Age | Director Since | Audit Committee | Compensation Committee | Nomination & Corporate Governance Committee | | Richie Boucher | Independent Chair and Non-management Director | ü | 66 | 2018 | | ü | Chair | | Caroline Dowling | Non-management Director | ü | 58 | 2021 | ü | ü | | | Richard Fearon | Non-management Director | ü | 69 | 2020 | ü | | | | Johan Karlström | Non-management Director | ü | 68 | 2019 | | ü | | | Shaun Kelly | Non-management Director | ü | 65 | 2019 | Chair | ü | | | Badar Khan | Non-management Director | ü | 54 | 2021 | ü | | ü | | Lamar McKay | Non-management Director | ü | 66 | 2020 | | Chair | ü | | Jim Mintern | Chief Executive Officer and Executive Director | No | 58 | 2021 | | | | | Gillian L. Platt | Non-management Director | ü | 71 | 2017 | | ü | ü | | Mary K. Rhinehart | Non-management Director | ü | 66 | 2018 | | ü | ü | | Siobhán Talbot | Non-management Director | ü | 61 | 2018 | ü | | ü | | Christina Verchere | Non-management Director | ü | 53 | 2023 | ü | | |

  4. Our Board of Directors

    Our Board of Directors Our Director nominees possess a range of diverse backgrounds, skills, knowledge, and experience that we believe are integral to an effective and well-functioning Board. For more information about our Director nominees, please see our Director biographies below.

  5. Our Board of Directors

    | | | Richie Boucher Independent Chair and Non-management Director Key Skills and Experience: •Leadership: Richie brings extensive leadership experience across the financial services sector, with a distinguished career spanning executive and board-level roles in major global institutions. He served as Chief Executive Officer of Bank of Ireland from February 2009 to October 2017, where he led the bank through a period of significant transformation and strategic growth. •Financial Services: Prior to his tenure as Chief Executive Officer, Richie held key senior management positions at various banks in various geographies, including Bank of Ireland, Royal Bank of Scotland and Ulster Bank where he developed deep expertise in corporate strategy, risk management, and operational leadership. He has also served as President of the Institute of Banking in Ireland and the Irish Banking Federation, contributing to the advancement of industry standards and leadership in financial services. •M&A: Comprehensive knowledge and involvement in M&A activities and strategic initiatives across U.S. and European markets. •Additional Skills: Governance, Capital Allocation, Capital Markets, Talent Management, Compensation, Strategy. Career Highlights: •Bank of Ireland ◦Chief Executive Officer •Royal Bank of Scotland •Ulster Bank •President of the Institute of Banking and the Irish Banking Federation Other Public Company Boards: •Kennedy-Wilson Holdings, Inc. [NYSE] •Eurobank Ergasias S.A. [ATH] (former in last 5 years) Education: •Bachelor of Arts in Economics, Trinity College Dublin. | | | Chair since: January 2020 Non-management Director since: March 2018 Age: 66 Board Committees: •Acquisitions, Divestments & Finance (Chair) •Compensation •Nomination & Corporate Governance (Chair) •Safety, Environment & Social Responsibility | |

  6. Our Board of Directors

    | | | Jim Mintern Chief Executive Officer & Executive Director Key Skills and Experience: •Leadership: As the Chief Executive Officer and with more than two decades at CRH and over 30 years in the construction and materials industry, Jim has a wealth of experience and a proven record of leading diverse teams across global, national and local levels to drive growth, innovation and operational excellence. Prior to becoming Chief Executive Officer, Jim served as Chief Financial Officer of CRH, overseeing the Company’s global financial operations and the strategic transition of CRH’s primary listing to the U.S. and the NYSE in 2023. Before that, he held several other senior leadership roles at operational, country, regional and divisional levels for CRH across the group. •M&A: Wide-ranging M&A and capital allocation experience. Deep and comprehensive knowledge of U.S. and international markets and operating conditions. •Accounting and Financial Expertise: Extensive accounting, internal control, financial management and operational experience. Fellow of Chartered Accountants Ireland. •Additional Skills: Building Materials or Capital Intensive Industry Experience, IT & Cyber Security, Capital Markets, Safety & Sustainability, Strategy. Career Highlights: •CRH ◦Chief Executive Officer ◦Chief Financial Officer Other Public Company Boards: •None Education: •Bachelor of Commerce/Business and Master’s in Accounting, University College Dublin. | | | Executive Director since: June 2021 Age: 58 Board Committees: •Acquisitions, Divestments & Finance •Safety, Environment & Social Responsibility | |

  7. Our Board of Directors

    | | | Lamar McKay Senior Independent Director & Non-management Director Key Skills and Experience: •Leadership: Lamar is a distinguished executive with an impressive legacy spanning over 40 years in the global energy sector. His career includes a succession of senior executive roles at BP, particularly following its strategic merger with Amoco. From April 2016 to February 2020, he served as the Deputy Group Chief Executive Officer. Throughout his tenure, Lamar spearheaded BP’s worldwide Upstream Division and was the Chairman and CEO of BP Americas. •Government Relations and Regulatory Oversight: Lamar was responsible for BP’s interests in the TNK-BP joint venture. His leadership was critical during his time as CEO of BP Americas, where he also served as President of the Gulf Coast Restoration Organization, guiding essential response and restoration initiatives in the aftermath of the Deepwater Horizon incident. •Technical Expertise in Geological Science, Engineering and Chemical Processes: He is Non‐executive Chair of APA Corporation, an independent energy company that explores for, develops and produces natural gas, crude oil and natural gas liquids. •Capital Allocation: Deep understanding of the oil and gas sector, a sector that has many similarities to the building materials sector given its capital-intensive nature along with extensive M&A experience. •Additional Skills: Governance, Building Materials or Capital Intensive Industry Experience, IT & Cyber Security, Compensation, Safety & Sustainability, Strategy. Career Highlights: •BP (and Amoco prior to acquisition) ◦Deputy Chief Executive Officer ◦Chief Transformation Officer ◦Chief Executive, Worldwide Upstream Business ◦Chair and President, BP Americas ◦Executive Vice President ◦Head of Strategy Other Public Company Boards: • APA Corporation [NYSE] Education: •Bachelor of Science, Mississippi State University. | | | Senior Independent Director since: December 2020 Age: 66 Board Committees: •Compensation (Chair) •Nomination & Corporate Governance •Safety, Environment & Social Responsibility | |

  8. Our Board of Directors

    | | | Caroline Dowling Non-management Director Key Skills and Experience: •Leadership: Caroline is the former Business Group President of Flex, a $26 billion industry-leading, Fortune Global 500 electronics manufacturing services provider with more than 200,000 employees and operations in 30 countries. In this role she led the Telecommunications, Enterprise Compute, Networking and Cloud Data Center and the Global Services Division. •Supply Chain Optimization: She brings insights to the Board that are reflective of the Group’s experience with complex supply chains. Her leadership was instrumental in propelling growth, fostering innovation, and achieving operational excellence throughout Flex. •Global Technology Sector Expertise in Marketing, Retail, Sales and Service: Caroline held a wide range of senior executive roles at Flex over the course of 16 years, including President of NOVO & technical services and SVP of Global business development. She garnered extensive leadership experience in a diverse range of areas in the IT industry across all strategy, marketing and sales functions. •Experienced Board Member: Current member of a number of public and private boards providing strategic guidance. •Additional Skills: M&A, IT & Cyber Security, Talent Management, Compensation, Safety & Sustainability, Strategy. Career Highlights: •Flex ◦Business Group President •The Dii Group ◦Vice President of Europe ◦Director of European Business Other Public Company Boards: •DCC [LSE] •IMI [LSE] Education: •Diploma in Environmental, Social and Governance, Corporate Governance Institute. | | | Non-management Director since: March 2021 Age: 58 Board Committees: •Acquisitions, Divestments & Finance •Audit •Compensation | |

  9. Our Board of Directors

    | | | Richard Fearon Non-management Director Key Skills and Experience: •Chief Financial and Planning Officer: Richard brings financial leadership and risk management experience to the board. Until March 2021, he served as Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation, a preeminent global power management entity, where he had an impactful tenure from 2002 and 2009, respectively. •Operational Expertise: He brings a wealth of risk management expertise underpinned by his oversight of multiple critical operational and strategic functions. These include areas such as accounting, control, corporate development, M&A, capital allocation, information systems, internal audit, investor relations, strategic planning, tax and treasury functions. •Diverse Leadership Experience: A wide range of industry-leading corporations and consultancies. •Additional Skills: Accounting, Governance, Building Materials or Capital Intensive Industry Experience, IT & Cyber Security, Safety & Sustainability, Strategy. Career Highlights: •Eaton Corporation plc ◦Vice Chairman ◦Chief Financial Officer and Planning Officer •Transamerica Corporation •NatSteel Ltd. •The Walt Disney Company •Booz Allen & Hamilton •The Boston Consulting Group Other Public Company Boards: •Avient Corporation [NYSE] •Crown Holdings, Inc. [NYSE] •Waters Corporation [NYSE] •Eaton Corporation plc (former in last 5 years) [NYSE] •Hennessy Capital Investment Corp. VI (former in last 5 years) [NYSE] Education: •Juris Doctor, Harvard Law School •Master of Business Administration, Harvard Business School •Bachelor of Arts in Economics, Stanford University. | | | Non-management Director since: December 2020 Age: 69 Board Committees: •Acquisitions, Divestments & Finance •Audit* •Safety, Environment & Social Responsibility *Audit Committee Financial Expert as determined by the Board | |

  10. Our Board of Directors

    | | | Johan Karlström Non-management Director Key Skills and Experience: •Global Construction Experience: As the former President and Chief Executive Officer of Skanska AB, a preeminent multinational construction and project development firm, Johan has a deep understanding of global markets that he brings to the board. His career encompasses a diverse array of global leadership roles across the United States and Europe, culminating in his tenure as President and Chief Executive from 2008 to his retirement. Prior to this, he was President and Chief Executive Officer of BPA (now Bravida), a publicly listed mechanical and installation group, from 1996 to 2000. •Sustainability Leader: Led Skanska’s Green Construction Initiative, with the aim of developing environmentally friendly solutions for their customers. This sustainability ethos continues to drive Johan’s leadership in the dynamic field of construction. •Additional Skills: Governance, M&A, Building Materials or Capital Intensive Industry Experience, Talent Management, Compensation, Safety & Sustainability, Strategy. Career Highlights: •Skanska AB ◦President and Chief Executive Officer •BPA (now Bravida) ◦President and Chief Executive Officer Other Public Company Boards: •Sandvik AB [NASDAQ Stockholm] (former in last 5 years) Education: •Master of Science, Engineering, KTH Royal Institute of Technology. | | | Non-management Director since: September 2019 Age: 68 Board Committees: •Acquisitions, Divestments & Finance •Compensation •Safety, Environment & Social Responsibility | |

  11. Our Board of Directors

    | | | Shaun Kelly Non-management Director Key Skills and Experience: •Global Strategist: As the Global Chief Operating Officer of KPMG International until September 2019, Shaun possesses a wealth of experience in crafting and executing robust business strategies within the competitive landscape of global markets. His leadership role encompassed both the implementation of the firm’s overarching global strategy, and the successful orchestration of a myriad of global initiatives that drove KPMG's mission forward. •Financial Management Expert: Shaun has distinguished himself in the fields of accounting, internal control, financial management, and financial reporting. His deep understanding of both U.S. and international markets, along with the intricacies of operating conditions, sets him apart as a leader in his field. •Additional Skills: Governance, M&A, Talent Management, IT & Cyber Security, Compensation, Strategy. Career Highlights: •KPMG ◦Global Chief Operating Officer ◦Partner in Charge, U.S. Transaction Services ◦Vice Chair and Head of U.S. Tax ◦Vice Chair Operations and Chief Operating Officer Americas Other Public Company Boards: •None Education: •Bachelor of Commerce and Diploma in Professional Accounting, University College Dublin •Honorary Doctorate from Queen’s University Belfast. | | | Non-management Director since: December 2019 Age: 65 Board Committees: •Acquisitions, Divestments & Finance •Audit (Chair)* •Compensation *Audit Committee Financial Expert as determined by the Board | |

  12. Our Board of Directors

    | | | Badar Khan Non-management Director Key Skills and Experience: •Large Scale Infrastructure: As Chief Executive Officer and Director of EVgo, Inc., one of the largest public electric vehicle fast charging networks in the U.S., Badar brings a depth of expertise in large-scale infrastructure. Additionally, until June of 2022, he was the President of National Grid U.S., a segment of the preeminent energy transmission and distribution company, National Grid. •Innovator: His extensive leadership experience within the energy sector has been characterized by a pursuit of transformative solutions, harnessing cutting-edge technology to fundamentally reshape how individuals and businesses engage with and utilize energy. He brings that commitment to innovation at CRH. •Diverse Regulatory Experience: Badar's regulatory acumen enriches the Board, equipping CRH with the knowledge necessary to adeptly navigate complex legal and environmental challenges, coupled with his experience in international energy services. •Additional Skills: Governance, M&A, Talent Management, IT & Cyber Security, Safety & Sustainability, Strategy. Career Highlights: •EVgo, Inc. ◦Chief Executive Officer •National Grid ◦President, National Grid U.S ◦President, National Grid Ventures •Centrica ◦Chief Executive Officer, Direct Energy ◦President, Direct Energy Upstream & Trading ◦Managing Director, British Gas Business ◦SVP, Direct Energy U.S Northeast Other Public Company Boards: •EVgo, Inc. [NASDAQ] Education: •Bachelor of Engineering, Brunel University •Master of Business Administration, The Wharton School of the University of Pennsylvania. | | | Non-management Director since: October 2021 Age: 54 Board Committees: •Acquisitions, Divestments & Finance •Audit •Nomination & Corporate Governance | |

  13. Our Board of Directors

    | | | Gillian L. Platt Non-management Director Key Skills and Experience: •Human Resources & People Development: Gillian’s background in human resources and talent management brings an invaluable people perspective to the Board. During her executive career, Gillian has held several senior leadership positions across multiple industries and geographies. Most recently Gillian held the position of Executive Vice President and Chief Human Resources Officer at Finning International, Inc. (the world’s largest Caterpillar equipment dealer) with global responsibility for human resources, talent development and communications. •Strategy & Communications: Gillian has held considerable responsibility in strategy development and communications, and prior to her tenure at Finning International, held senior executive roles at Aviva, the multinational insurance company as Executive Vice President Human Resources and Executive Vice President Strategy and Corporate Development. •Additional Skills: Governance, Compensation, Safety & Sustainability. Career Highlights: •Finning International, Inc. ◦Executive Vice President & Chief Human Resources Officer •Aviva ◦Executive Vice President, Human Resources & Corporate Affairs ◦Executive Vice President, Strategy & Corporate Development Other Public Company Boards: •Interfor Corporation [TSX] Education: •Bachelor of Arts, University of Western Ontario •Master of Education, University of Toronto. | | | Non-management Director since: January 2017 Age: 71 Board Committees: •Compensation •Nomination & Corporate Governance •Safety, Environment & Social Responsibility | |

  14. Our Board of Directors

    | | | Mary K. Rhinehart Non-management Director Key Skills and Experience: •Building Materials Sector: Mary brings a wealth of leadership and experience from within the building materials industry, having served more than 40 years with the Berkshire Hathaway group of companies. This included CEO and Chair of Johns Manville Corporation, a leading global manufacturer of premium-quality building products and engineered specialty materials, and now as Non-Executive Chair of Johns Manville and Non-Executive Chair of Lubrizol Corporation, also owned by Berkshire Hathaway. Mary is currently a Director for Graphic Packaging Holding Company and was formerly a Non‐Executive Director of Ply Gem Holdings Inc., a leader in exterior building products in North America and Lead Director of CoBiz Financial. •Strategic Management Expert: Prior to becoming CEO, Mary was EVP Finance and CFO at Johns Manville. She held key strategic roles as a P&L leader of several business units and key leadership roles in finance, global treasury, global supply chain, human resources and business development. •Additional Skills: M&A, Capital Allocation, Accounting, Internal Control & Financial Expertise, Governance, Talent Management, Compensation, Strategy. Career Highlights: •Johns Manville ◦Chief Executive Officer and Chair ◦SVP and CFO ◦VP Finance ◦VP Controller & Treasurer Other Public Company Boards: •Graphic Packaging Holding Company [NYSE] Education: •Bachelor of Finance, University of Colorado •Master of Business Administration, University of Denver. | | | Non-management Director since: October 2018 Age: 66 Board Committees: •Compensation Committee •Nomination & Corporate Governance •Safety, Environment & Social Responsibility (Chair) | |

  15. Our Board of Directors

    | | | Siobhán Talbot Non-management Director Key Skills and Experience: •Business Leader: Siobhán is a distinguished business leader and was CEO and Group Managing Director of Glanbia, where she led significant transformation, creating a leading global nutrition organization operating across 32 countries with significant U.S. operations. Siobhán held this position for ten years until her retirement in December 2023. •Financial Expert: Siobhán is a trained accountant and prior to her appointment as Group Managing Director of Glanbia in 2013, she held a variety of finance roles across the Group, most notably as Finance Director, a role which encompassed responsibility for Glanbia’s strategic planning. Prior to joining Glanbia, Siobhán worked as an accountant with PwC in Ireland and Australia. •Additional Skills: Governance, M&A, Capital Allocation, Talent Management, Safety & Sustainability, Strategy. Career Highlights: •Glanbia plc ◦Group Managing Director ◦Group Finance Director ◦Deputy Group Finance Director ◦Group Secretary Other Public Company Board: •Glanbia plc [LSE] [ISEQ] (former in the last 5 years) Education: •Fellow of Chartered Accountants Ireland •Bachelor of Commerce, University College Dublin •Diploma in Professional Accounting, University College Dublin •Honorary Doctorate, University College Cork. | | | Non-management Director since: December 2018 Age: 61 Board Committees: •Acquisitions, Divestments & Finance •Audit* •Nomination & Corporate Governance *Audit Committee Financial Expert as determined by the Board | |

  16. Our Board of Directors

    | | | Christina Verchere Non-management Director Key Skills and Experience: •Oil & Gas Sector Expertise: Christina brings over 25 years of experience from the capital-intensive oil and gas sector. She currently serves as Chief Executive Officer of OMV Petrom S.A. (OMVP) since 2018. OMVP is the largest integrated energy producer in Southeastern Europe and is active across the energy value chain from oil and gas production to power generation and supply. •International Leadership: Prior to joining OMVP, Christina spent over 20 years working with BP where she held a variety of senior leadership positions across multiple regions, including the UK, the U.S., Canada and Indonesia and was responsible for the restructuring of BP’s Upstream business into a functional model. •Additional Skills: M&A, Accounting, Internal Control and Financial Expertise, Talent Management, Safety & Sustainability, Strategy. Career Highlights: •OMV Petrom ◦Chief Executive Officer •BP ◦Regional President, Asia Pacific ◦President and CEO, BP Canada ◦VP Upstream Program Management Office Other Public Company Boards: •OMV Petrom S.A. [BVB] Education: •Master of Economics Science, University of Aberdeen. | | | Non-management Director since: March 2023 Age: 53 Board Committees: •Audit •Safety, Environment & Social Responsibility | |

  17. Director Compensation

    Director Compensation Details of the compensation received by CRH’s NEOs in respect of 2024 are set out in the “Compensation Discussion & Analysis” section of this Notice of Meeting and Proxy Statement on pages 49 to 79. Non-management Directors received their fees in cash in 2024 in accordance with the compensation structure/policy for non-management Directors approved by shareholders at the 2022 AGM. The fee structure for 2024 was as follows:

  18. Director Compensation

    | Non-management Director Fee Structure in 2024 | | | Role | $’000 (i) | | Board Chair (including fees paid to non-management Directors) | 752 | | Basic non-management Director fee | 105 | | Committee fee | 38 | | Additional fees | | | Senior Independent Director | 30 | | Compensation Committee Chair | 36 | | Audit Committee Chair | 46 | | Combined Senior Independent Director and Committee Chair | 46 | | Safety, Environment & Social Responsibility Committee Chair | 36 | | Fee for International non-management Directors (ii) | 17 | | Fee for North American based non-management Directors (ii) | 35 |

  19. Director Compensation

    (i) The fees for the non-management Directors were set and paid in euro in 2024. For the purposes of this table, the fees have been converted to U.S. Dollars using the average Bloomberg composite rate for 2024. (ii) The differential in fees reflects additional travel requirements for North American-based Directors. The non-management Directors are not entitled to receive any compensation upon the termination of their appointment and no fees will be payable in respect of any unserved portion of the term of their appointment. In addition, the non-management Directors are not entitled to participate in the Company’s annual short-term incentive award program or other benefit plans. Each non-management Director is entitled to reimbursement from the Company for reasonable expenses incurred in the performance of their duties. The non-management Directors may, in certain circumstances and at the Company’s expense, obtain independent professional advice in the furtherance of their duties as Directors. As outlined in more detail on pages 55 and 56, following a review of CRH’s compensation arrangements against the market and best practices of NYSE-listed companies, effective for fiscal year 2025, the structure for non-management Directors’ compensation has been revised, with the cash element being simplified and a portion of the fees for the non-management Directors being delivered in ordinary shares. The following table summarizes the arrangements that will apply effective for fiscal year 2025:

  20. Director Compensation

    | Non-management Director Fee Structure from 2025 | | | Board Retainer | $’000 | | Cash Retainer | 140 | | Equity Retainer | 180 | | Board Leadership Premiums (i) | | | Group Chair - Cash | 300 | | Group Chair - Equity | 120 | | Senior Independent Director | 40 | | Committee Pay (i) | | | Acquisitions, Divestments & Finance Committee Chair | 18 | | Audit Committee Chair | 28 | | Compensation Committee Chair | 25 | | Nomination & Corporate Governance Committee Chair | 20 | | Safety, Environment & Social Responsibility Committee Chair | 20 | | Other Director Pay Policies | | | Share Ownership Guidelines | 5x Cash Retainer in 5 years, with 75% net share holdings |

  21. Director Compensation

    (i) These fees are in addition to the standard Board Retainer fees. The following table summarizes the compensation awarded or paid to the non-management Directors for the year ended December 31, 2024:

  22. Director Compensation

    | Non-management Director Compensation for the year ended December 31, 2024 | | | | | | Fees earned or paid in cash (i) $’000 | All Other Compensation (ii) $’000 | Total $’000 | | Non-management Directors | | | | | R. Boucher | 769 | 25 | 794 | | C. Dowling | 160 | 22 | 182 | | R. Fearon | 178 | 4 | 182 | | J. Karlström | 160 | – | 160 | | S. Kelly | 224 | – | 224 | | B. Khan | 178 | 1 | 179 | | L. McKay | 224 | – | 224 | | G.L. Platt | 178 | 1 | 179 | | M.K. Rhinehart | 213 | – | 213 | | S. Talbot | 160 | 16 | 176 | | C. Verchere | 160 | – | 160 | | | 2,604 | 69 | 2,673 |

  23. Director Compensation

    (i)Further information in relation to the non-management Director fee structure is set out on page 20. The fees for the non-management Directors were set and paid in euro in 2024 and, for the purposes of this table, have been converted to U.S. Dollars using the average Bloomberg composite rate for 2024. (ii)For Mr. Boucher, Ms. Dowling and Ms. Talbot includes solely the reimbursement of taxes payable in connection with hotel accommodation in respect of meetings held in Ireland, in compliance with Irish law. For Mr. Fearon, Mr. Khan and Ms. Platt includes solely professional advice related to Irish tax filing fees.

  24. How we set Non-management Director Compensation

    How we set Non-management Director Compensation The compensation structure/policy for non-management Directors was approved by shareholders at the 2022 AGM. This policy remained in place until December 31, 2024, and was replaced, effective January 1, 2025, by a Board-approved framework for compensation in line with market and best practices for U.S. domestic issuers (see page 20 for more details). The fees and awards for the non-management Directors have been set by the Board within the limits approved by shareholders from time to time. They receive advice from the Compensation Committee’s independent compensation advisor. In making recommendations on the compensation for the Chair, the Compensation Committee receives advice from its independent compensation advisor in relation to compensation paid by other listed companies*.5 5* Prior to the Company’s change in primary listing to the NYSE, this data was primarily extracted from the top 50 companies in the FTSE index on the LSE (excluding financial services companies).

  25. Evolving our Compensation Program to U.S. Market and Peer Practices

    Evolving our Compensation Program to U.S. Market and Peer Practices In connection with CRH’s U.S. listing transition and leadership changes, the Committee, supported by third party advisors, conducted a detailed market assessment of pay levels and practices. This resulted in changes to the program including approving a new U.S.-focused compensation peer group and a revised relative performance peer group, increasing potential outcome levels to align with the U.S. compensation peer group, retaining our focus on a rigorous approach to target-setting, and making program design changes to appropriately reflect the U.S. market context. Full details on the 2025 compensation program can be found on page 56 of our CD&A.

  26. New Equity Incentive Plan

    New Equity Incentive Plan In order for the Board to issue equity incentive awards under the new compensation framework, the Committee is recommending the Equity Incentive Plan to shareholders for approval under Proposal 4 on the 2025 AGM agenda. Further information on the Equity Incentive Plan is set out on pages 24 to 28.

  27. Summary of 2024 Compensation Outcomes

    Summary of 2024 Compensation Outcomes The Committee's approach to compensation and the metrics used in the compensation program to incentivize management reflect CRH’s focus on continuous business improvement, strong cash generation, efficient and disciplined capital allocation, and support the long-term performance of the Company, as further summarized on page 59. A summary of 2024 compensation for our NEOs is set out on page 71. Base Salary Salary increases for employees across CRH in 2024 were dependent on a range of factors specific to a region or business. For the NEOs, with the exception of Mr. Buckley who was appointed to his role and to the Global Leadership Team effective January 1, 2024, salary increases were in the range of 3.75% to 4.0% in recognition of their continued strong performance, contribution and leadership of CRH. 2024 Annual Bonus Plan Reflecting CRH’s strong performance in 2024 underpinned by our customer-connected solutions strategy, the financial metrics for the Annual Bonus Plan, which accounted for 80% of the overall opportunity, were achieved at a level of 98.3%. The Committee also assessed that the performance of the NEOs against their non-financial strategic/personal targets, accounting for 20% of their potential opportunity under the Annual Bonus Plan, was at a level which warranted maximum payout (see page 61 for more details). The combined outcome for the 2024 Annual Bonus Plan was a payout level of 98.6% of maximum. 2 2022 Performance Share Plan Award Performance Share Plan (“PSP”) awards were made to approximately 750 employees across the organization. The PSP awards made in 2022, which were subject to performance over the three-year period to December 31, 2024, have been assessed against the Cash Flow, RONA, Total Shareholder Return (TSR) and Sustainability & Diversity targets set by the Committee in 2022. Performance against these targets has resulted in a 98.75% of maximum vesting level. When reviewing performance against the targets, the Committee considered a number of adjustments consistent with best practice, for example, the impact of significant development activity. The Committee is satisfied that the 98.75% vesting of the award is appropriate and that the value of these awards attributed to the increase in share price over the period is due to the Company’s underlying performance. In line with the 2022 Policy, the awards for Mr. Manifold and Mr. Mintern are subject to an additional two-year holding period through March 2027. 1* Represents a non-GAAP measure. See the discussion within 'Reconciliation of Non-GAAP Figures' in Annex A. Overall Incentive Outcome The Committee is satisfied that there is a very strong alignment between the incentive outcomes outlined above for 2024, which were based on significant performance against the stretching targets set by the Committee, and the performance of CRH. The Committee also took into account a number of factors, including feedback from other Committees in relation to matters such as safety performance and culture, whether any extraneous factors outside the control of management had unduly influenced the outcome, progress in relation to strategic objectives not captured by the financial measures used for compensation purposes, and the experience of key stakeholder groups (including employees). Based on this review, the Committee determined that no adjustment to incentive outcomes in respect of any of these matters was necessary. In relation to safety performance specifically, the Committee considered input from the SESR Committee, which was satisfied that management was taking all appropriate actions to drive and embed the Group’s safety culture and expectations across the Group. In making this determination, the SESR Committee considered the regular updates it and the Board received from management on safety, including the key trends with regard to the Group’s safety performance and detailed briefings on the background to each fatality in 2024, including details of the feedback received from external investigations, and the actions being taken by management to move from mitigating against unanticipated behaviors to putting in place processes to reduce or eliminate safety risks (such as those associated with working from heights), irrespective of cost or inefficiencies.

  28. Summary of 2024 Compensation Outcomes

    | 2024 Compensation Snapshot | | | | | | Fixed | Performance-related Variable Compensation (ii) | | | NEO | Salary ($) (i) | Annual Bonus (% of Max) | 2022 PSP Award (% of Max) | | Albert Manifold, Former Chief Executive Officer | 1,918,594 | 98.64% | 98.75% | | Jim Mintern, Current Chief Executive Officer; Former Chief Financial Officer | 1,000,219 | 98.64% | 98.75% | | Randy Lake, Chief Operating Officer | 1,521,520 | 98.64% | 98.75% | | Peter Buckley, President, International Division | 876,244 | 98.64% | 98.75% | | Nathan Creech, President, Americas Division | 1,170,000 | 98.64% | 98.75% |

  29. Shareholder Engagement

    Shareholder Engagement We believe that it is important to maintain open dialogue, and engage regularly, with shareholders on all aspects of our compensation program. This includes engagement both before and, where relevant, after votes on compensation at AGMs to understand shareholders’ perspectives on our policies and practices. Through shareholder engagement we are able to discuss key details of the executive compensation program while better understanding investor perspectives and hearing direct feedback. This dialogue helps inform our decision-making considerations, which has been helpful as we align our program to U.S. market practices. As noted above, since our 2024 AGM, we reached out to shareholders representing 44% of our ordinary shares outstanding leading to engagement with shareholders representing 26% of our ordinary shares outstanding. Our Board Chair, Richie Boucher, who also serves as a member of the Committee, participated in most of these engagements. During these meetings we discussed our current compensation program as well as the anticipated enhancements to our go-forward compensation framework. These discussions included the process the Committee undertook in evaluating our compensation program relative to the market and peers and the rationale for the planned changes. Shareholders generally understood and were supportive, sharing our view that they are necessary to support the attraction and retention of talent as we transition to U.S. domestic issuer status. Program changes we discussed with shareholders included: • Modifying peer group to incorporate greater emphasis on U.S. companies; • Adjusting pay levels to align with U.S. peers; • Refining existing metrics and adjusting weightings; • Enhancing goal setting to drive continued value creation; • Introducing RSUs into the long-term program; and • Increasing share ownership guidelines to drive shareholder alignment. Additionally, some shareholders expressed interest and continued focus in the following areas: • Disclosure in relation to the metric selection process – specifically any changes made in connection with our U.S. transition; • The mix between PSUs and RSUs and disclosure of performance targets; and • The inclusion of sustainability-oriented metrics in the incentive plans. We also discussed changes that were under consideration for our non-management Director compensation program, including simplifying the cash element, introducing an equity element, implementing share ownership guidelines and aligning total fees for independent Directors with the U.S. market.

  30. 2025 Compensation Program Design

    2025 Compensation Program Design In connection with our U.S. listing transition and announced leadership changes, the Committee conducted a detailed market assessment of pay levels and practices, resulting in the following key actions: •Approved a new U.S.-focused executive compensation peer group and a new U.S.-focused performance peer group; •Adjusted pay levels to align with U.S. peers; •Retained focus on rigorous approach to target-setting; and •Implemented program design changes to appropriately reflect U.S. market context. Compensation program design changes made for 2025 are outlined in the table below and are intended to be consistent with our philosophy that CRH’s pay structures are fair, responsible and competitive, in order for CRH to attract and retain executives of the caliber necessary for it to compete in all of its markets. As previewed in our engagement with shareholders, the Committee sought to maintain the strong pay-for-performance alignment of our executive compensation programs by tying a substantial majority of executive compensation to key operational and strategic achievements and stock price performance.

  31. 2025 Compensation Program Design

    | Summary of Compensation Program Design Changes for 2025 | | | | | Element | 2024 Program Design | 2025 Program Design | Notable Changes for Fiscal 2025 | | Annual Bonus | •30% Operating Cash Flow •25% EPS •25% RONA •20% Personal/Strategic | •30% Operating Cash Flow •30% EPS •20% RONA •20% Sustainability/Strategic | •Weightings for financial metrics re-balanced •Included a Sustainability/Strategic component which measures performance against environmental and people initiatives, that were previously measured in individual performance assessments or CRH’s PSP program •In line with U.S. market practice, no deferral element reflecting the increased focus on long-term incentive awards and higher shareholding guidelines | | PSUs | Award 100% PSPs based on: •45% Cash Flow •20% RONA •20% Relative TSR •15% Sustainability Scorecard •3-Year Cliff Vest | Award 60% PSUs based on: •50% Cash Flow •25% RONA •25% Relative TSR •3-Year Cliff Vest | •Market-competitive PSU design focused on long-term priorities and aligned with U.S. market practice, with payouts based entirely on objective financial and relative TSR performance •Increased weightings for Cash Flow, RONA and Relative TSR •Environmental and people goals now included in the Sustainability/Strategic component of the Annual Bonus •Updated peer group for relative TSR comprised of 18 key industry peers (see “Performance Peer Group” on page 67) | | RSUs | | Award 40% RSUs: •3-Year Ratable Vest | •Introduced RSUs to long-term program in line with common practice among our compensation peers and to encourage retention | | Incentive Payouts | For Annual Bonus Payout/PSP Vesting: •Max: 100%/100% •Target: 50%/(i) •Threshold: 0%/25% | For Annual Bonus and PSUs: •Max: 200% •Target: 100% •Threshold: 50% | •Shifted from prior practice of denominating goals as a % of maximum achievement to U.S.-market practice reflecting % of target •Performance targets allow for above-target payouts if CRH outperforms its goals and peers, and below-target payouts if CRH underperforms its goals and peers |

  32. Leadership Changes

    Leadership Changes Jim Mintern was appointed Chief Executive Officer effective January 1, 2025. Mr. Mintern’s compensation was set considering both his promotion and the Committee’s broader assessment of market and peer practices and the changes to our compensation program. Pursuant to a new employment agreement entered into in connection with his appointment as our Chief Executive Officer, Mr. Mintern’s 2025 base salary will be $1,750,000 and he will be eligible to receive a target annual bonus opportunity equal to 150% of his base salary, with a maximum opportunity equal to 200% of target. He will also receive annual equity incentives with a total target grant date fair value of 585% of his base salary, granted 60% in the form of PSUs and 40% in the form of RSUs. Consistent with long-standing Company practices, Mr. Mintern will also receive a monthly taxable pension cash adjustment equal to 10% of base salary and is eligible to participate in employee benefit plans and programs consistent with those generally provided to similarly-situated executives. Albert Manifold retired as Chief Executive Officer and from the Board effective December 31, 2024. In accordance with his existing service agreement, Mr. Manifold will continue as an employee of the Company for one year until his retirement on December 31, 2025. He entered into a letter agreement with respect to certain transition and compensation arrangements related to his retirement pursuant to which, and in line with the normal treatment and default provisions of the 2022 Policy, Mr. Manifold’s (i) awards under CRH’s PSP for the 2022-2024 and 2023-2025 performance periods will remain eligible to vest without proration based on the achievement of actual performance following the end of the applicable performance periods and (ii) deferred shares will accelerate effective as of December 31, 2025.

  33. Executive Compensation Philosophy and Objectives

    | Core Principles of our Compensation Arrangements | | | Alignment with Business Strategy | •Reward and motivate executives to perform in the long-term interests of shareholders; •Foster entrepreneurship within the Company by rewarding the creation of shareholder value through organic and acquisitive growth; •Provide a blend of fixed and variable compensation and short and long-term incentives linked to the delivery of key business goals over the short and long-term which are critical for the execution of the Company’s strategy; and •Reflect the risk policies and appetite of the Company. | | Pay for Performance | •Ensure that there is appropriate alignment between pay and performance by delivering a significant amount of total compensation through variable short and long-term incentives linked to the delivery of key business objectives. | | Shareholder Alignment | •Ensure the alignment of executive and shareholders’ interests through stock-based incentive awards linked to the delivery of key strategic objectives and the creation of shareholder value. Our executive officers are also subject to share ownership guidelines. | | Market Pay Competitiveness | •Ensure that compensation is market competitive, with regard to the size and complexity of CRH and the markets in which we operate, enabling the Company to recruit and retain talented executives. |

  34. 2024 Overview of Pay Elements and Alignment to Strategy

    | Pay Element | Delivery | Purpose | 2024 Performance Measures | Further Details/Alignment with Strategy | | Fixed | | | | | | | Cash, fixed amount paid on a monthly basis | Market competitive salary helps to attract and retain key talent | _ | Reviewed annually in light of individual performance, level of responsibility, knowledge and experience, competitive market compensation practice, and pay and conditions elsewhere in the Company | | Variable (At Risk) | | | | | | Annual Bonus Plan | Mixture of cash and equity-based awards: •66.7% of earned bonus paid in cash for the Chief Executive Officer and Chief Financial Officer and 75% for the other NEOs •33.3% of earned bonus deferred into CRH shares for a period of three years for the Chief Executive Officer and Chief Financial Officer and 25% for the other NEOs | Reward the creation of shareholder value through operational excellence and organic and acquisitive growth. The Annual Bonus Plan incentivizes NEOs to deliver Company and individual goals that support long-term value creation | EPS (25%) | EPS is a measure of underlying profitability | | | | | Cash Flow (30%) | Cash flow is a measure of CRH’s ability to generate cash to fund organic and acquisitive growth and provide returns to our shareholders via dividends and share buybacks | | | | | RONA (25%) | RONA is a measure of CRH's ability to create value through excellence in operational performance | | | | | Personal/Strategic Objectives (20%) | Personal/strategic objectives enable a focus on specific factors aligned with CRH's short- and medium-term strategic objectives that promote long-term success | | Performance Share Plan | Equity-based awards: •Three-year cliff vest based on achievement of selected performance metrics •Additional two-year holding requirement for Mr. Manifold and Mr. Mintern, who were Executive Directors in 2024 | Align the interests of key management across different regions and nationalities with those of shareholders through an interest in CRH shares and by incentivizing the achievement of long-term performance goals | Cash Flow (45%) | Cash flow is a measure of CRH’s ability to generate cash to fund organic and acquisitive growth and provide returns to our shareholders via dividends and share buybacks | | | | | RONA (20%) | RONA is a measure of CRH's ability to create value through excellence in operational performance | | | | | TSR (20%) | TSR is a measure of shareholder return on investment in CRH and is measured relative to our peers | | | | | Sustainability Scorecard (15%) | Sustainability is deeply embedded in all aspects of CRH's strategy and business model. We recognize the importance of decarbonization in addressing the challenges of climate change and we are fully committed to achieving our ambition to be a net-zero business by 2050. We also believe that our integrated model of value-added products and innovative solutions strategy has a key part to play in the delivery of a more resilient built environment and a more sustainable future. Furthermore, we consider that further empowering, engaging and developing employees to high performance will positively contribute to growing shareholder value over the longer term |

  35. How We Implemented the Compensation Policy in Respect of 2024

    (i) The salaries for Mr. Manifold, Mr. Mintern and Mr. Buckley are set and paid in euro and have been converted to U.S. Dollars using the average Bloomberg composite rate for the applicable year. The percentage increase noted above is the euro percentage increase. (ii) Appointed to his current role and to CRH’s Global Leadership Team with effect from January 1, 2024. Annual Bonus Plan 1 CRH’s Annual Bonus Plan is designed to reward the creation of shareholder value through operational excellence and organic and acquisitive growth. The plan incentivizes the NEOs to deliver Company and individual goals that support long-term value creation. A portion of the bonus, 33% of the earned bonus for Mr. Manifold and Mr. Mintern, and 25% of the earned bonus for Mr. Lake, Mr. Buckley and Mr. Creech, is structured as a conditional share award under the 2014 Deferred Share Bonus Plan (the “2014 DSBP”) that will ordinarily be subject to a holding period for three years from grant. This structure further links the value of the NEOs’ reward with the long-term performance of the CRH share price and aligns the interests of the NEOs with those of shareholders. At the beginning of each year, the Committee determines the threshold, target and maximum bonus payable for each NEO, together with the applicable performance metrics. CRH’s Annual Bonus Plan for 2024 was based on a combination of financial targets and personal/strategic goals. The metrics for target payout, which is up to a maximum of 50% of the total annual bonus opportunity, are based on targets extracted from the 2024 budget set by the Board in respect of each metric. The threshold level for bonus payouts in 2024 was for the achievement of 92.5% of target, whereas maximum payout is achieved for stretch performance of 107.5% of target. The relative weighting of the components of the 2024 plan is set out on page 62. When setting the targets for the Annual Bonus Plan, the Committee makes assumptions regarding exchange rates and development activity. The Committee also compares the proposed targets to the outcomes for the previous year to ensure that the targets are sufficiently rigorous. The metrics in the plan are influenced by the economic cycle and other factors, such as ongoing portfolio management, government infrastructure spending programs and items outside of management's control which may not continue into the next financial year. When reviewing performance against the Annual Bonus Plan, the Committee typically makes a number of routine adjustments to the financial targets, for example, to reflect significant development activity. The financial targets for the 2024 Annual Bonus Plan, which represent 80% of the potential bonus opportunity, were set in early 2024. Reflecting the strong performance in 2024 underpinned by CRH’s customer-connected solutions strategy, the financial metrics for the Annual Bonus Plan, which accounted for 80% of the overall opportunity, were achieved at a level of 98.3%. The Committee assessed that the performance of the NEOs against their non-financial strategic/personal targets, accounting for 20% of their potential opportunity under the Annual Bonus Plan, was at a level which warranted a maximum payout. The combined payout level was 98.6% of maximum. In determining this outcome, the Committee also took into account a number of factors, including, feedback from other Committees in relation to matters such as safety performance and culture, whether any extraneous factors outside the control of management had unduly influenced the outcome, progress in relation to strategic objectives not captured by the financial measures used for compensation purposes, and the experience of key stakeholder groups (including employees). The Committee concluded that there was no requirement to use its discretion to adjust incentive outcomes in respect of any of these matters. Annual bonus awards are subject to “malus” and clawback provisions for three years from the date of payment (cash awards) or grant (deferred awards).

  36. How We Implemented the Compensation Policy in Respect of 2024

    | 2024 Annual Bonus Plan – Targets & Achievement | | | | | | | | | | 2024 Targets – Performance needed for payout at (i) (ii) | | | | | | Measure | Weighting (% of total bonus) | Threshold | Target | Maximum | 2024 Performance Achieved (iii) | Percentage of Maximum Awarded | | CRH EPS (iii) | 25% | 404c | 437c | 470c | 523c | 25.00% | | CRH Cash Flow (iii) | 30% | $3.50bn | $3.79bn | $4.07bn | $4.04bn | 28.64% | | CRH RONA (iii) | 25% | 12.1% | 13.1% | 14.0% | 14.4% | 25.00% | | Personal/Strategic | 20% | | | | See page 60 | 20.00% | | Total | 100% | | | | | 98.64% |

  37. How We Implemented the Compensation Policy in Respect of 2024

    (i) 0% of each element is earned at threshold, 50% at target and 100% at maximum, with a straight-line payout schedule between these points. (ii) Targets have been adjusted to reflect major development activity. (iii) For the purposes of the Annual Bonus Plan, the EPS, Cash Flow and RONA outcomes in the table above differ from those disclosed elsewhere in this Notice of Meeting and Proxy Statement and the 2024 Annual Report as the outturn achieved for 2024 excluded exceptional items which are not expected to recur such as non-cash impairment. Operating Cash Flow and RONA have been defined as reported internally. Operating Cash Flow as reported internally is calculated after deducting cash outflows on the purchase of property, plant and equipment (PP&E), adding net proceeds from the disposal of PP&E, and before deducting interest and tax payments. RONA as reported internally reflects seasonality and the timing impact of development activity. The table below outlines the target bonus opportunity, the maximum bonus payable under the Annual Bonus Plan and the actual bonus paid to each NEO based on 2024 company and individual performance.

  38. How We Implemented the Compensation Policy in Respect of 2024

    | 2024 Annual Bonus Plan – Payout | | | | | | | | | | Name | | Base Salary (i) ($) | Target Bonus % of Salary | Target Bonus Amount ($) | Maximum Potential Bonus ($) | Actual Bonus Earned Based on 2024 Performance (ii) | | | | | Position | | | | | Total ($) | Cash Element ($) | Deferred Shares ($) | | Albert Manifold | Former Chief Executive Officer | 1,918,594 | 112.5% | 2,158,418 | 4,316,837 | 4,258,128 | 2,838,752 | 1,419,376 | | Jim Mintern | Current Chief Executive Officer, Former Chief Financial Officer | 1,000,219 | 100.0% | 1,000,219 | 2,000,438 | 1,973,232 | 1,315,488 | 657,744 | | Randy Lake | Chief Operating Officer | 1,521,520 | 100.0% | 1,521,520 | 3,043,040 | 3,001,655 | 2,251,241 | 750,414 | | Peter Buckley | President, International Division | 876,244 | 87.5% | 766,714 | 1,533,427 | 1,512,572 | 1,134,429 | 378,143 | | Nathan Creech | President, Americas Division | 1,170,000 | 87.5% | 1,023,750 | 2,047,500 | 2,019,654 | 1,514,741 | 504,914 |

  39. How We Implemented the Compensation Policy in Respect of 2024

    | 2024 PSP Awards – Structure | | | | | | Measures | Weighting | Below Threshold Performance (0% payout) | Threshold Level of Performance (25% payout) | Target/Maximum Level of Performance (100% payout) | | Cumulative Cash Flow performance (i) | 45% | <92.5% of plan | 92.5% of plan | > 107.5% of plan | | TSR performance (ii) | 20% | < Median | Median | Upper quartile | | RONA performance (iii) | 20% | <92.5% of plan | 92.5% of plan | > 107.5% of plan | | Sustainability Scorecard performance | 15% | Based on quantitative and qualitative assessment by the Compensation Committee. The Sustainability Scorecard includes goals related to the Company’s development and implementation of a strategy to reduce Scope 1 and Scope 2 CO2 emissions by 2030, relative revenue from products with enhanced sustainability attributes and employee engagement levels, which will be assessed by the Compensation Committee utilizing qualitative and quantitative criteria, as applicable. | | |

  40. How We Implemented the Compensation Policy in Respect of 2024

    | 2022 Performance Share Plan Award Metrics | | | | | | |

  41. Sustainability & Diversity (15% of award)

    | 2022 Performance Share Plan Awards – Vesting Details | | | | | | | | Name | Interests Held | Vesting Outcome (% of Max) | Interests Due to Vest | Date of Vesting | Assumed Share Price ($)(i) | Estimated Value ($) | | Albert Manifold | 172,778 | 98.75% | 170,618 | March 2027 | 92.52 | 15,785,577 | | Jim Mintern | 61,695 | 98.75% | 60,924 | March 2027 | 92.52 | 5,636,688 | | Randy Lake | 88,883 | 98.75% | 87,773 | March 2025 | 92.52 | 8,120,758 | | Peter Buckley | 27,623 | 98.75% | 27,278 | March 2025 | 92.52 | 2,523,760 | | Nathan Creech | 53,829 | 98.75% | 53,157 | March 2025 | 92.52 | 4,918,086 |

  42. 2024 Compensation Decision Process

    2024 Compensation Decision Process Compensation Committee The Committee consists of seven non-management Directors considered by the Board to be independent under applicable NYSE standards. They bring a range of experience of large organizations and public companies, including experience in the area of senior executive compensation, to enable the Committee to fulfill its role. Their biographical details are set out on pages 14 to 19. The Committee operates under an agreed charter, a copy of which is available on the CRH website (www.crh.com), and its main focus is to: •review and approve the corporate goals and objectives relevant to the compensation of the Chief Executive Officer, evaluating his or her performance in light of those goals and objectives, and determine and approve the Chief Executive Officer’s compensation levels and outcomes; •review and approve the compensation and incentive compensation and equity-based plans for executive officers; and •approve the design of, and determine the financial and non-financial targets for, any short-term performance-related pay schemes operated by the Company and approve the total annual payments made under such schemes. The Committee shall additionally review the design of all long-term share incentive plans for approval by the Board and shareholders, as applicable. In addition, the Committee oversees the preparation of this CD&A. In considering compensation levels for NEOs particularly, the Compensation Committee takes into account compensation trends across the Company, which has a diverse range of operations in 28 countries, in geographic regions which are often at different stages in the economic cycle. The Committee also takes into consideration feedback which the Company solicits and receives from shareholders in relation to executive compensation and receives advice and recommendations from other Board Committees in relation to matters within the remit of these Committees which are relevant to compensation considerations. Compensation Consultants In 2024, Semler Brossy Consulting Group LLC (“Semler Brossy”) acted as the Committee's appointed independent compensation consultant and did not provide any other services to CRH. The Committee has satisfied itself that Semler Brossy is independent under the factors set forth in the NYSE rules for compensation committee advisors and that Semler Brossy does not have connections with the Company that may impair its independence. During 2024, Semler Brossy provided the following compensation services: •research and advice regarding compensation trends, compensation design and best practice and compensation levels for Executive and non-management Directors in companies of similar size and complexity; •advice in relation to compensation matters generally; and •attendance at Committee meetings, when required. Management Management supports the Committee by providing information and analysis, and regularly meets with our independent compensation consultant to discuss compensation initiatives and competitive practices and to coordinate support for the Committee. The Chief Executive Officer is responsible for recommending annual performance goals for the Chief Financial Officer and the members of the Global Leadership Team, and for conducting annual performance evaluations against such pre-established goals. Based on performance and an assessment of competitive pay levels, the Chief Executive Officer makes recommendations to the Committee for the compensation of other senior executives. Assessment of Competitive Pay and Peer Group The Committee reviews an assessment of competitive pay for our NEOs relative to market data. Our compensation consultant develops market data appropriate for a company of our size using a combination of peer group data and market surveys. The market data, in combination with consideration of each NEO’s experience, responsibilities and performance, assists the Committee in making informed, market-based decisions regarding our executive pay programs. The Committee considered several factors in selecting our peer group, including industry, revenue size, geography and market capitalization. The Committee reviews and adjusts the peer group periodically on an as-needed basis. CRH benchmarks executive compensation against multiple peer groups, to be used as a reference point in making compensation decisions. For 2024, the primary benchmark continued to be those companies comprising the 50 largest companies listed on the LSE (excluding financial services). Additional benchmarks were compiled based on CRH’s TSR peer group for purposes of the PSP awards (see table below), as well as a defined group of U.S. listed companies of comparable scale in terms of market capitalization.

  43. 2024 Compensation Decision Process

    | Peer Group for 2024 Performance Share Plan Awards (i) (ii) | | | | | | ACS | Heidelberg Materials | Saint Gobain | Vicat | Wienerberger | | Buzzi | Holcim | Skanska | Vinci | | | Cemex | Martin Marietta | Titan Cement | Vulcan Materials | |

  44. 2024 Compensation Decision Process

    (i) Boral was removed from the peer group for awards under the 2014 Performance Share Plan following its acquisition by Seven Group Holdings in 2024. (ii) See page 67 for details of the peer group that will apply for PSU awards in 2025.

  45. New Compensation Framework

    New Compensation Framework CRH moved its primary listing to the NYSE in fiscal 2023. In addition, 61% of CRH’s overall fiscal 2024 revenues can be attributed to the U.S. business, and a majority of our NEOs are either U.S. based executives or spend a substantial portion of their time working in the U.S. To ensure alignment with market practice and to preserve our ability to compete for executive talent in the U.S., the Compensation Committee elected to conduct a thorough, ground-up review of the Company’s executive compensation programs during 2024. The primary objective of this review was to ensure that CRH’s programs would allow the Company to attract, retain, and motivate high performing executives in a U.S. market context, and to ensure that program designs aligned with U.S. investor and governance expectations. Based on this review, the Compensation Committee made a number of key changes to the Company’s executive compensation programs beginning in 2025. A detailed summary of these adjustments is provided below. Compensation Peer Group To support its review of U.S. market pay practices and ensure that CRH is able to attract and retain key leaders as a U.S. company, the Committee worked with Semler Brossy to develop a relevant, U.S. focused executive compensation peer group. The updated peer group consists of U.S. publicly-traded companies primarily within the Materials and Industrials sector and with market capitalizations within 0.4x to 3.2x of CRH. In aggregate, the compensation peer group consists of 19 companies. The peer group includes Martin Marietta and Vulcan Materials even though they are below the typical market capitalization size screens:

  46. New Compensation Framework

    (i) Market capitalization figures derived from Bloomberg. Market data from the new executive compensation peer group was considered as one input when determining 2025 pay program designs, pay levels, and other key elements of executive compensation. The Company’s business priorities and culture as well as individual executive performance, tenure, and role criticality were other important considerations. 2025 Compensation Program Design Compensation program design changes made for 2025 are outlined on page 56 and are intended to be consistent with our philosophy that CRH’s pay structures are fair, responsible and competitive, in order for CRH to attract and retain executives of the caliber necessary for it to compete in all of its markets. Share Ownership Guidelines To reinforce the alignment between CRH executives and shareholders and foster a long-term, ownership mindset, the Company introduced share ownership guidelines in line with U.S. market practice for its NEOs and non-management Directors with effect from January 1, 2025. Pursuant to this new policy, each covered individual is expected to hold shares having a minimum value denominated as a multiple of base salary or retainer: •Chief Executive Officer: six times annual base salary •Other NEOs: three times annual base salary •Non-management Directors: five times base retainer Owned shares, PSUs that are subject to a holding period only, RSUs and deferred shares are counted towards meeting ownership guidelines. PSUs subject to performance and unexercised options are excluded. Each covered individual is expected to meet the share ownership guidelines within five years of their appointment to their covered role, or within five years from the date of the implementation of the updated policy (i.e. by January 1, 2030). Until the guidelines are met, executives are subject to a 75% net share retention requirement on the vesting of any PSUs or RSUs. Performance Peer Group for 2025 PSUs Due to the limited number of direct industry competitors that are publicly-listed, U.S. companies of an appropriate size to include in the compensation peer group, we use a distinct Performance Peer Group to measure relative TSR for our PSU awards. This group, outlined below, was updated for 2025 to reflect our listing change and increasing emphasis on the U.S. market. The group consists of 18 companies, two of which are also compensation peers (Vulcan Materials and Martin Marietta Materials).

  47. Governance Features of our Executive Compensation Programs

    Governance Features of our Executive Compensation Programs Share Ownership Guidelines As outlined on page 67, to reinforce the alignment between CRH executives and shareholders and foster a long-term, ownership mindset, the Company has introduced U.S.-market share ownership guidelines for its executives with effect from January 1, 2025. The Committee is comfortable that each of the NEOs is in compliance with, or on track to comply with, the shareholding requirement. Compensation Policies and Practices as They Relate to Risk Management The Committee has reviewed CRH’s executive and employee compensation programs and does not believe that the compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on the Company. The reasons for the Committee’s determination include the following: •CRH structures its compensation program to consist of both fixed and variable components; •CRH compensation programs are balanced between a variety of measures, and both short-term and long-term incentives are designed to reward the execution of short-term and long-term corporate strategies; •CRH allocates compensation among base salary, annual cash incentives, and long-term incentives; •CRH maintains internal controls over financial reporting, which are designed to prevent this information from being manipulated by any employee, including our executive officers; •A significant portion of the compensation paid to NEOs is in the form of equity awards to align their interests with the interests of shareholders; and •As part of CRH’s Anti-Hedging and Pledging Policy, hedging transactions involving the Company’s equity securities are prohibited so that CRH’s NEOs and other employees cannot insulate themselves from the effects of poor stock price performance. Anti-Hedging and Pledging Policy The Company prohibits Directors and executive officers from directly or indirectly engaging in hedging, short sales or any other derivative transaction involving the use of market investments to offset, manage the risk of, hedge or leverage movement in the market value of CRH’s ordinary shares. In addition, Directors and executive officers may not, at any time, directly or indirectly pledge or otherwise encumber CRH’s ordinary shares as collateral for indebtedness, including by holding such shares in a margin account. Clawback Policy In compliance with the requirements of the Exchange Act, the rules promulgated thereunder by the SEC and the NYSE listing standards, the Company has adopted a Clawback Policy that allows the Company to recoup certain incentive-based compensation from current and former executive officers under certain circumstances. A copy of the Policy is available as Exhibit 97.1 to the 2024 Annual Report (referred to therein as the Policy Relating to Recovery of Erroneously Awarded Compensation). Other Employee Share Schemes Mr. Manifold and Mr. Mintern are eligible to participate in both an Irish Revenue Commissioners’ approved (i) Savings-related Share Option Scheme (the “SAYE Scheme”) and (ii) Share Participation Scheme (the “Participation Scheme”) on terms consistent with all other eligible employees in Ireland. The SAYE Scheme is open to all eligible employees in Ireland (with a parallel scheme operating for eligible CRH employees in the UK established on similar terms complying with the UK Revenue requirements). Participants enter into a savings contact to save up to €500 (£500 in the UK) per month from their net salaries for a fixed term of three or five years and at the end of the savings period they may use the savings to exercise an option (granted on commencement of the savings period) and buy CRH shares at a discount of up to 15% of the market price on the date of invitation to participate in the scheme. Where the savings contract entered for the purposes of the SAYE Scheme is with a financial institution approved in Ireland for that purpose, gains arising on the exercise of the option are exempt from income tax. Each Participation Scheme is open to all employees of the relevant sponsoring employing subsidiary in Ireland. Under a Participation Scheme as operated by the CRH subsidiaries in Ireland, each eligible participant may opt in to receive an allocation of up to 10% of their base salary (subject to a maximum of €12,700) in CRH shares annually (funded via a discretionary bonus payment, which may be supplemented through employee salary foregone), with the value of such shares being free from income tax if subsequently held in trust for a retention period of at least three years. The shares are purchased on the open market at market value by a trustee, which then holds the acquired shares for the duration of the retention period. The Ireland-based NEOs participated in the Participation Scheme in 2024. Benefits and Perquisites The Compensation Committee’s policy is to set benefit provisions at an appropriate market competitive level taking into account market practice, the level of benefits provided for other employees in the Company, the NEO’s home jurisdiction and the jurisdiction in which the NEO is based. Employment related benefits include the provision of security, where deemed appropriate, the use of company cars (and/or a car allowance), medical insurance for the NEO and his/her family, long-term disability insurance, life assurance and club memberships. Benefits may also be provided in relation to legal fees incurred in respect of agreeing service contracts, or similar agreements (for which the Company may settle any tax incurred by the NEO) and a gift on retirement. Retirement Benefits As disclosed in the 2022 Annual Report on Form 20-F, Mr. Manifold’s contractual entitlement to compensation in lieu of pension payments ceased in August 2022 when he reached the age of 60. This entitlement replaced pension benefits foregone as a participant of a contributory defined benefit plan, following legislative changes in Ireland under the Finance Act 2006. There was no additional accrual to the legacy plan in 2024, nor did Mr. Manifold receive further contributions to or payments in lieu of pension. Changes in the actuarial present value of Mr. Manifold’s accumulated benefits under the legacy contributory defined benefit plan in 2024 are set out in the Summary Compensation Table and supporting disclosures on page 71, but do not reflect further contributions during 2024. Mr. Mintern received a taxable non-pensionable cash payment of 10% of salary in lieu of a pension contribution. This is in line with that available to the wider UK and Irish workforce, as provided for in the 2022 Policy which was approved by shareholders at the 2022 AGM. Mr. Lake and Mr. Creech participate in the CRH Americas 401(k) Plan, a tax-qualified defined contribution plan in which all U.S.-based employees, including the U.S.-based NEOs, are eligible to participate on the same terms. CRH Americas, Inc. ("CRH Americas") provides matching contributions equal to 100% of each employee's contribution up to 5% of the employee's annual base salary up to the applicable Code limit. Employee contributions are 100% vested, while CRH Americas contributions vest at a rate of 20% per year, becoming fully vested after five years. The CRH Americas 401(k) Plan also provides for a discretionary profit-sharing component where a percentage of base salary may be contributed by the Company to the 401(k) Plan. The 401(k) Plan is integral to the Company's broader compensation and benefits programs, aiming to attract, retain, and motivate employees by offering competitive retirement savings options. Mr. Lake and Mr. Creech also participate in a Supplemental Executive Retirement Plan, the details of which are provided on page 76. Details in relation to the pension arrangements of Mr. Manifold, Mr. Mintern and Mr. Buckley are provided on page 75.

  48. Executive Compensation

    | Summary Compensation | | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name & Principal Position | Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Albert Manifold Former Chief Executive Officer | 2024 | 1,918,594 | — | 8,307,724 | — | 2,838,752 | 50,929 | 466,147 | 13,582,146 | | | 2023 | 1,848,196 | — | 8,086,438 | — | 2,495,065 | 857,367 | 473,640 | 13,760,706 | | | 2022 | 1,735,275 | — | 6,658,789 | — | 2,121,476 | — | 869,377 | 11,475,917 | | Jim Mintern Current Chief Executive Officer, Former Chief Financial Officer | 2024 | 1,000,219 | — | 3,144,924 | — | 1,315,488 | — | 238,551 | 5,699,182 | | | 2023 | 963,518 | — | 3,045,382 | — | 1,156,221 | 712,490 | 158,946 | 6,036,557 | | | 2022 | 904,649 | — | 2,352,655 | — | 1,025,269 | — | 137,183 | 4,419,756 | | Randy Lake Chief Operating Officer | 2024 | 1,521,520 | — | 4,186,800 | — | 2,251,241 | 77,344 | 348,431 | 8,385,336 | | Peter Buckley President, International Division | 2024 | 876,244 | — | 1,768,223 | — | 1,134,429 | 35,122 | 275,092 | 4,089,110 | | Nathan Creech President, Americas Division | 2024 | 1,170,000 | — | 3,466,780 | — | 1,514,741 | 28,611 | 277,206 | 6,457,338 |

  49. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table details the grants of plan-based awards in 2024 to our NEOs:

  50. Grants of Plan-Based Awards

    | Grants of plan-based awards in 2024 | | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | | Estimated Future Pay-outs Under Non-Equity Incentive Plan Award | | | Estimated Future Pay-outs Under Equity Incentive Plan Awards | | | All other Stock Awards: Number of Share or Stock or Units (#) | Grant Date Fair value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Albert Manifold | | | | | | | | | | | Annual Bonus - Cash | 13/2/2024 | — | 1,438,945 | 2,877,891 | — | — | — | — | — | | Annual Bonus - Deferred Shares | 5/3/2024 | — | — | — | — | — | — | 20,557 | 1,677,862 | | Performance Share Plan | 2/4/2024 | — | — | — | 20,846 | 83,384 | 83,384 | — | 6,629,862 | | Jim Mintern | | | | | | | | | | | Annual Bonus - Cash | 13/2/2024 | — | 666,812 | 1,333,625 | — | — | — | — | — | | Annual Bonus - Deferred Shares | 5/3/2024 | — | — | — | — | — | — | 9,527 | 777,594 | | Performance Share Plan | 2/4/2024 | — | — | — | 7,444 | 29,774 | 29,774 | — | 2,367,331 | | Randy Lake | | | | | | | | | | | Annual Bonus - Cash | 13/2/2024 | — | 1,141,140 | 2,282,280 | — | — | — | — | — | | Annual Bonus - Deferred Shares | 5/3/2024 | — | — | — | — | — | — | 10,910 | 890,474 | | Performance Share Plan | 2/4/2024 | — | — | — | 10,365 | 41,458 | 41,458 | — | 3,296,326 | | Peter Buckley | | | | | | | | | | | Annual Bonus - Cash | 13/2/2024 | — | 575,035 | 1,150,070 | — | — | — | — | — | | Performance Share Plan | 2/4/2024 | — | — | — | 5,560 | 22,239 | 22,239 | — | 1,768,223 | | Nathan Creech | | | | | | | | | | | Annual Bonus - Cash | 13/2/2024 | — | 767,813 | 1,535,625 | — | — | — | — | — | | Annual Bonus - Deferred Shares | 5/3/2024 | — | — | — | — | — | — | 7,341 | 599,172 | | Performance Share Plan | 2/4/2024 | — | — | — | 9,017 | 36,066 | 36,066 | — | 2,867,608 |

  51. Grants of Plan-Based Awards

    1.For each NEO, the amounts shown in columns (d) and (e) reflect the portion of the annual bonus that would have been paid in cash if, respectively, threshold, target and maximum performance was achieved for the year (i.e. after reduction for the total portion that would be deferred into shares under the 2014 DSBP). 2.As described on page 61, a portion of the NEO’s annual bonus (33% for the Messrs. Manifold and Mintern and 25% for the other NEOs) is deferred into shares under the 2014 DSBP. The amounts shown in columns (f), (g) and (h) reflect the portion of the annual bonus that would have been deferred into shares if, respectively, threshold, target and maximum performance under the Annual Bonus Plan was achieved for the year. The actual amount of the portion of the bonus paid in cash is reflected in the Summary Compensation Table on page 71. The actual amount of the portion paid in the form of deferred shares will be reported in the Summary Compensation Table for fiscal 2025, the year of grant, in accordance with SEC rules. 3.The amounts shown in columns (f), (g) and (h) also reflect the threshold, target and maximum, respectively, levels of PSP awards payable if the performance measurements are satisfied in the period 2024-2026. There currently is no concept of 'Target' payout in the 2014 Performance Share Plan. Therefore, column (g) reflects the numbers of shares that vest for meeting the maximum performance level. These awards are discussed under the heading “2024 PSP Awards” on pages 62 and 63. 4.The amounts shown in column (j) reflect the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718. For performance awards, the grant date fair value is based on price per share on the date of grant of $79.51. For deferred shares, the grant date fair value is based on the price per share on the date of grant of $81.62.

  52. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows, for each of our NEOs, information with respect to the unexercised stock options (columns (d), (e), (f) and (g)), stock unit awards (columns (h) and (i)) that have not vested, and equity incentive plan awards (columns (j) and (k)) outstanding on December 31, 2024.

  53. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Outstanding Equity Awards at 2024 Fiscal Year-End | | | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Vesting Year (1) | Number of Securities Underlying Unexercised Options (Exercisable) | Number of Securities Underlying Unexercised Options (Unexercisable) (2) | Option Price | Option Exp. Date | Number of Shares or Units of Stock that have not Vested | Market Value of Shares of Units of Stock that have not Vested | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (3) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that have not Vested (4) | | Albert Manifold | | | | | | | | | | | | 2020 PSP | 3/3/2020 | 2025 | — | — | — | — | — | — | 197,992 | 18,318,220 | | 2021 PSP | 3/9/2021 | 2026 | — | — | — | — | — | — | 177,579 | 16,429,609 | | 2022 DSBP | 3/8/2022 | 2025 | — | — | — | — | 25,942 | 2,400,154 | — | — | | 2022 PSP | 5/3/2022 | 2027 | — | — | — | — | — | — | 170,618 | 15,785,603 | | 2023 DSBP | 3/7/2023 | 2026 | — | — | — | — | 30,581 | 2,829,354 | — | — | | 2023 PSP | 3/7/2023 | 2028 | — | — | — | — | — | — | 143,912 | 13,314,738 | | 2024 DSBP | 3/5/2024 | 2027 | — | — | — | — | 20,884 | 1,932,188 | — | — | | 2024 PSP | 3/5/2024 | 2029 | — | — | — | — | — | — | 84,712 | 7,837,554 | | Jim Mintern | | | | | | | | | | | | 2022 DSBP | 3/8/2022 | 2025 | — | — | — | — | 8,553 | 791,324 | — | — | | 2022 PSP | 5/3/2022 | 2027 | — | — | — | — | — | — | 60,924 | 5,636,671 | | 2023 DSBP | 3/7/2023 | 2026 | — | — | — | — | 14,171 | 1,311,101 | — | — | | 2023 PSP | 3/7/2023 | 2028 | — | — | — | — | — | — | 51,387 | 4,754,325 | | 2024 DSBP | 3/5/2024 | 2027 | — | — | — | — | 9,679 | 895,501 | — | — | | 2024 PSP | 3/5/2024 | 2029 | — | — | — | — | — | — | 30,248 | 2,798,545 | | Randy Lake | | | | | | | | | | | | 2022 DSBP | 3/8/2022 | 2025 | — | — | — | — | 11,755 | 1,087,573 | — | — | | 2022 PSP | 5/3/2022 | 2025 | — | — | — | — | — | — | 87,772 | 8,120,662 | | 2022 RSS | 4/7/2022 | 2027 | — | — | — | — | 101,166 | 9,359,878 | — | — | | 2023 DSBP | 3/7/2023 | 2026 | — | — | — | — | 16,826 | 1,556,742 | — | — | | 2023 PSP | 3/7/2023 | 2026 | — | — | — | — | — | — | 73,661 | 6,815,116 | | 2024 DSBP | 3/5/2024 | 2027 | — | — | — | — | 11,084 | 1,025,492 | | | | 2024 PSP | 3/5/2024 | 2027 | — | — | — | — | — | — | 42,119 | 3,896,850 | | Peter Buckley | | | | | | | | | | | | 2022 PSP | 5/3/2022 | 2025 | — | — | — | — | — | — | 27,278 | 2,523,734 | | 2023 PSP | 3/7/2023 | 2026 | — | — | — | — | — | — | 24,153 | 2,234,636 | | 2024 PSP | 3/5/2024 | 2027 | — | — | — | — | — | — | 22,593 | 2,090,304 | | Nathan Creech | | | | | | | | | | | | 2022 DSBP | 3/8/2022 | 2025 | — | — | — | — | 7,406 | 685,203 | — | — | | 2022 PSP | 5/3/2022 | 2025 | — | — | — | — | — | — | 53,156 | 4,918,006 | | 2023 DSBP | 3/7/2023 | 2026 | — | — | — | — | 9,726 | 899,850 | — | — | | 2023 PSP | 3/7/2023 | 2026 | — | — | — | — | — | — | 64,080 | 5,928,682 | | 2024 DSBP | 3/5/2024 | 2027 | 0 | — | — | — | 7,459 | 690,107 | — | — | | 2024 PSP | 3/5/2024 | 2027 | 0 | — | — | — | — | — | 36,640 | 3,389,933 |

  54. Outstanding Equity Awards at 2024 Fiscal Year-End

    1.The vesting date generally occurs in March of the relevant year and is subject to confirmation by the Committee. 2.The amounts shown in columns (h) reflect the number of outstanding awards under the Company’s 2014 DSBP (see page 61 for more details), including adjustments for dividends accrued in the period since the date of grant. In the case of Mr. Lake, the amounts shown also include the outstanding restricted share award granted to him in 2022, 35% of which will vest in 2025 and the remainder of which will vest in 2027. 3.The amounts shown in column (j) reflect the number of outstanding awards (assuming maximum vesting) under the Company’s 2014 Performance Share Plan (see page 62 for more details), including adjustments for dividends accrued since the date of grant. 4.The market value of these has been estimated using a share price of $92.52, the closing share price of the Company’s ordinary shares on the NYSE on December 31, 2024.

  55. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The table below shows on an aggregated basis for each of the NEO information on (i) the exercise of options for the purchase of CRH shares; (ii) the vesting of stock, including deferred shares and PSP awards, during the last completed fiscal year.

  56. Option Exercises and Stock Vested

    | Option Exercises and Stock Vested | | | | | | (a) | (b) | (c) | (d) | (e) | | | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Albert Manifold, Former Chief Executive Officer | — | — | 249,226 | 20,610,990 | | Jim Mintern, Current Chief Executive Officer, Former Chief Financial Officer | 1,247 | 102,129 | 38,168 | 3,120,495 | | Randy Lake, Chief Operating Officer | — | — | 114,668 | 9,368,362 | | Peter Buckley, President, International Division | — | — | 35,181 | 2,970,332 | | Nathan Creech, President, Americas Division | — | — | 67,465 | 5,486,254 |

  57. Option Exercises and Stock Vested

    1.The amount shown in column (b) represents the number of shares acquired following the exercise of an option under the Company’s 2010 Savings-related Share Option Scheme. 2.The amount shown in column (c) has been calculated by multiplying the number of shares acquired by the closing price of CRH shares on the date of exercise, less the exercise cost. 3.The amounts shown in column (d) represents the number of shares vested under CRH’s 2014 DSBP and 2014 Performance Share Plan. 4.The amounts shown in column (e) have been calculated by multiplying the number of units vested by the closing price of CRH shares on the date of vesting.

  58. Pension Benefits

    Pension Benefits The following table provides information regarding pension benefits for our NEOs for fiscal 2024.

  59. Pension Benefits

    | Pension Benefits | | | | | | (a) | (b) | (c) | (d) | (e) | | Name | Plan Name | Number of years credited service | Present value of accumulated benefit ($) | Payments during last fiscal year ($) | | Albert Manifold, Former Chief Executive Officer (1) | Roadstone Group Pension Scheme | 18.44 | 6,670,702 | — | | | SE Pension Scheme | 2.1 | 1,951,432 | — | | Jim Mintern, Current Chief Executive Officer, Former Chief Financial Officer (1) | Roadstone Group Pension Scheme | 19.98 | 2,653,226 | — | | | SE Pension Scheme | 1.7 | 1,156,191 | — | | Peter Buckley, President, International Division (2) | Roadstone Group Pension Scheme | 7.25 | 119,991 | — | | | Pension Plan 1 | 7 | 160,389 | — |

  60. Pension Benefits

    1.The Irish Finance Act 2006 established a cap on pension provisions by introducing penalty tax charges on pension entitlements above a certain level. At the time, Mr. Manifold was accruing benefits as a participant in a contributory defined benefit plan, based on an accrual rate of 1/60th of salary (defined as basic salary and excludes any fluctuating emoluments) for each year of pensionable service and designed to provide two‑thirds of career average salary at retirement for full service. As a result of the legislative changes, Mr. Manifold opted for an arrangement whereby his pension is capped in line with the provisions of the Finance Act 2006, with no further accrual of member pension being made after this date. The cap in the Finance Act 2006 was subsequently reduced in the Finance Act 2011 and again in the Finance (No. 2) Act 2013. At the time, Mr. Mintern was accruing benefits as a participant in a contributory defined benefit plan, based on an accrual rate of 1/60th of Pensionable Salary (defined as basic salary less 0.75 times the Contributory State Pension) for each year of pensionable service and designed to provide two‑thirds of career average salary at retirement for full service. As a result of the legislative changes, Mr. Mintern opted for an arrangement whereby his pension is capped in line with the provisions of the Finance Act (No. 2) Act 2013, with no further accrual of member pension being made after this date. 2.The pension plan of Stichting CRH Pensioenfonds is structured as a Collective Defined Contribution (CDC) scheme, which combines elements of both defined benefit (average pay) and defined contribution pensions. Mr. Buckley is the only NEO who participates in this plan. As a CDC scheme, the pension plan operates with a fixed employer and employee contribution, while pension accrual is ambition-based. The accrual rate in 2024 is 1.80% of salary above €17,545 (2024), but it may annually be adjusted depending on the expected yield on the premium. Participants do not bear individual investment risk. Instead, investment and longevity risks are shared collectively within the fund. If the fund’s financial position allows, pensions may be increased through indexation. In cases of financial shortfall, pension accruals may be reduced, and, in extreme cases, even existing pensions could be adjusted downward. In addition, the pension plan consists of the following components: • Retirement pension: Accrued based on a percentage of the pensionable salary. • Partner pension: 70% of the accrued retirement pension. • Orphan’s pension: 14% of the accrued retirement pension. • Premium waiver in case of disability: Pension accrual continues based on the degree of disability. The pension is set to commence on the first day of the month in which the participant reaches the age of 68, unless taken earlier (subject to reduction) or deferred (up to a maximum of 70 years). The plan allows for early retirement from the age of 60, with an actuarial reduction applied, and provides the option to convert retirement pension into additional partner pension and vice versa. The maximum applicable salary amounts to €137,800. All assets and liabilities of Stichting CRH Pensioenfonds are maintained by Het Nederlandse Pensioenfonds (HNPF) in an account separate from other assets and liabilities of HNPF. 3.The amount shown in column (d) reflects the total value of the relevant NEOs pension arrangements as at December 31, 2024 and, as the pension benefit arrangements for each of the NEOs listed are set in euro, have been converted in to U.S. Dollars using the average Bloomberg composite exchange rate for 2024. The amount in column (d) reflect the valuation method and use the assumptions that are included in note 21 to the Company’s audited financial statements for the fiscal year ended December 31, 2024, included in the 2024 Annual Report.

  61. 2024 Nonqualifed Deferred Compensation

    | 2024 Nonqualified Deferred Compensation | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | | Name | Executive Contributions in last FY ($) | Company Contributions in Last FY ($) | Aggregate Earnings in the Last FY ($) | Aggregate Withdrawals/Distributions in the Last FY ($) | Aggregate Balance at Last FY End ($) | | Randy Lake, Chief Operating Officer | — | 269,804 | 213,779 | — | 3,577,340 | | Nathan Creech, President, Americas Division | — | 199,500 | 79,081 | — | 1,423,023 |

  62. Payments Upon Termination or in Connection with a Change in Control

    Payments Upon Termination or in Connection with a Change in Control This section describes and estimates payments that could be made to the NEOs under different termination events. The estimated payments would be made under the terms of the relevant employment contracts, compensation and benefits programs. The amounts in the table below are calculated as if the events occurred as of December 31, 2024 and assumes that the price of CRH’s shares is the closing price as of December 31, 2024 ($92.52). The relevant employment contracts and compensation and benefit programs do not provide for enhanced benefits in a change in control without exercise of discretion by the Company, as described below. Employment Agreements Each of our NEOs has entered into a written employment agreement, some of which provide benefits upon termination. Details in relation to the employment agreements are provided on page 69. Share Plan Rules – “Good Leaver” Provisions The treatment of outstanding share awards in the event that an NEO leaves is governed by the relevant share plan rules. Unless the Committee determines otherwise, upon a termination involving “Good Leaver” circumstances, awards under the 2014 Performance Share Plan will remain eligible to be earned and may, if so determined by the Committee, be prorated for the portion of the performance period that has elapsed as of termination. “Good Leaver” circumstances in the 2014 Performance Share Plan include ill-health, injury, disability, the participant’s employing company or business being sold out of the Group or any other reason at the Committee’s absolute discretion, which may include where an individual leaves by mutual agreement (but not where a participant is summarily dismissed). Awards under the Savings-related Share Option Scheme are treated in accordance with the plan rules. The plan rules provide that awards may be exercised by a participant’s executor within 12 months of the date of death, and six months from the date of termination of employment in other circumstances where options automatically become exercisable, such as retirement. The Committee may allow awards to vest early at its discretion in the event that an NEO is to be transferred to a jurisdiction where he would suffer a tax disadvantage or he would be subject to restrictions in connection with his award, the underlying shares, or the sales proceeds. Change in Control In the event of change in control of the Company, the Committee will consider whether it would be appropriate for awards to be exchanged for equivalent awards in the purchaser’s shares. Unless the Committee determines otherwise, the Company’s share plans provide that in the event of a change in control of the Company: •awards granted under the 2014 Performance Share Plan will vest taking into account the extent to which any performance condition has been satisfied and, unless the Committee determines otherwise, the period of time that has elapsed since grant and the relevant event (or if the event occurs during an applicable holding period, to the beginning of the holding period); and •awards granted under the 2014 DSBP will accelerate in full. If the Company is wound up or there is a de-merger, de-listing, special dividend or other similar event which the Committee considers may affect the price of the Company’s shares: •awards granted under the 2014 Performance Share Plan may, at the Committee’s discretion, vest taking into account the extent to which any performance condition has been satisfied and, unless the Committee determines otherwise, the period of time that has elapsed since the date of grant and the relevant event (or if the event occurs during an applicable holding period, to the beginning of the holding period); and •awards granted under the 2014 DSBP will accelerate to the extent the Committee determines. Payments Upon Termination or in Connection with a Change of Control The following table shows the potential incremental value of payments to each NEO upon certain termination situations, including in the event of a change in control of CRH, assuming a December 31, 2024 termination date and, where applicable, using the closing price on December 31, 2024 ($92.52). Mr. Manifold retired from his role as Chief Executive Officer with effect from December 31, 2024 and, accordingly, the amounts reflect the actual entitlement received upon retirement.

  63. Payments Upon Termination or in Connection with a Change in Control

    | Maximum Value of Payments | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | | Name | Benefit or Payment | Good Leaver Resignation ($) | Other Voluntary Resignation ($) | Involuntary Termination Without Cause ($) | Disability ($) | Death ($) | | (1) | Albert Manifold | Cash Payments | — | — | — | — | — | | (2) | | Unvested PSUs | 29,100,341 | — | — | — | — | | (3) | | Life Insurance or Disability Benefits | — | — | — | — | — | | (4) | | Health & Welfare Benefits | — | — | — | — | — | | (1) | Jim Mintern | Cash Payments | — | — | — | — | — | | (2) | | Unvested PSUs | 9,739,070 | — | 9,739,070 | 9,739,070 | 9,739,070 | | (3) | | Life Insurance or Disability Benefits | — | — | — | 666,812 | 3,000,656 | | (4) | | Health & Welfare Benefits | — | — | — | — | — | | (1) | Randy Lake | Cash Payments | 3,043,040 | 3,043,040 | 3,043,040 | — | — | | (2) | | Unvested PSUs/RSUs | 23,322,901 | — | 23,322,901 | 23,322,901 | 23,322,901 | | (3) | | Life Insurance or Disability Benefits | — | — | — | — | 5,000,000 | | (4) | | Health & Welfare Benefits | 50,322 | 50,322 | 50,322 | — | — | | (1) | Peter Buckley | Cash Payments | — | — | — | — | — | | (2) | | Unvested PSUs | 4,710,259 | — | 4,710,259 | 4,710,259 | 4,710,259 | | (3) | | Life Insurance or Disability Benefits | — | — | — | 1,752,488 | 1,752,488 | | (4) | | Health & Welfare Benefits | — | — | — | — | — | | (1) | Nathan Creech | Cash Payments | 2,193,750 | 2,193,750 | 2,193,750 | — | — | | (2) | | Unvested PSUs | 10,000,438 | — | 10,000,438 | 10,000,438 | 10,000,438 | | (3) | | Life Insurance or Disability Benefits | — | — | — | — | 5,000,000 | | (4) | | Health & Welfare Benefits | 45,915 | 45,915 | 45,915 | — | — |

  64. Payments Upon Termination or in Connection with a Change in Control

    1.The amounts in column (c) reflect the benefits that the NEOs would be entitled to receive assuming the Committee exercises its discretion and considers the applicable termination to be a “Good Leaver” termination on December 31, 2024. Mr. Manifold retired from his role as Chief Executive Officer, effective December 31, 2024, but will remain an employee through December 31, 2025, and the amount reflects the actual entitlement received upon retirement, which was generally consistent with the “Good Leaver” termination provisions for purposes of the 2014 Performance Share Plan. 2.The amounts in column (d) reflect the benefits that certain NEOs would be entitled to receive in the event of a resignation that would not have qualified for “Good Leaver” status on December 31, 2024. 3.The amounts in column (e) reflect the benefits that the NEOs would be entitled to receive in the event of an involuntary termination by the Company without Cause (as defined in each employment contract) on December 31, 2024 (whether or not in connection with a change of control) where, for the purposes of the 2014 Performance Share Plan, the termination is considered a “Good Leaver” termination. 4.The amounts in columns (f) reflect the benefits that the NEOs would be entitled to receive in the event of a termination due to disability on December 31, 2024. 5.The amounts in columns (g) reflect the benefits that the NEOs would be entitled to receive in the event of a termination due to death on December 31, 2024. 6.The amounts on row (1) reflect cash severance benefits. Mr. Manifold was not entitled to cash severance in connection with his retirement, and the table excludes his 2024 annual bonus, which was fully earned in accordance with CRH’s Annual Bonus Plan. Mr. Mintern and Mr. Buckley do not have a contractual entitlement to cash severance upon termination and the table does not reflect any severance payable under applicable statutory requirements and/or common law. For Mr. Creech and Mr. Lake, the severance payment reported above is equal to 52 weeks’ of annual base salary and pro-rated target bonus. The amounts reported assume the NEO was not placed on garden leave and continued in regular employment with CRH for the duration of the applicable notice period. If the NEO had been placed on garden leave, the number of weeks on garden leave would be deducted from the severance payment and pro-rated target bonus. 7.The amounts in row (2) reflect, for a “Good Leaver” resignation, involuntary termination by the Company without Cause which qualifies for “Good Leaver”, death or disability, the pro-rated portion of the NEOs’ unearned PSUs based on the time elapsed during the performance period between grant date and termination date, including accrued dividends as of December 31, 2024. For Mr. Lake, the amount also includes the special RSU awards granted in 2022. The amounts exclude the value of any outstanding deferred shares under the 2014 DSBP, which were previously earned. The total value is based on the closing share price of the Company on December 31, 2024 ($92.52). 8.The amounts in row (3) reflect payments pursuant to executive death and disability benefit insurance policies the Company maintains for the benefit of certain executives, but excludes payments pursuant to executive long-term disability policies that Mr. Lake and Mr. Creech participate in, which provide for monthly compensation during a period of long-term disability for up to five years. 9. The amounts in row (4) reflect payments equal to 12 months of COBRA premiums for medical, dental, and vision coverage.

  65. Non-management Director Compensation

    Non-management Director Compensation The compensation of non-management Directors is determined by a committee of the Chair and the Executive Directors, who considered and approved an 3.75% increase in the fees of the non-management Directors with effect from January 1, 2024. The Compensation Committee considered and approved a 3.75% increase for the Chair. Details of the compensation paid to non-management Directors in 2024 (and which comprised cash fees only) are set out on page 21.

  66. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2024, the ratio of our Chief Executive Officer’s Annual Total Compensation to the median employee’s Annual Total Compensation was 236:1. To identify our median employee, we used the following methodology, material assumptions, adjustments and estimates: •As of October 1, 2024 (the “Determination Date”), we employed approximately 79,791 employees worldwide, including those employed on a full-time, part-time, seasonal or temporary basis, which includes 45,665 associates in the United States, 4,082 associates in Canada and 30,044 associates who reside outside of the United States and Canada in 35 countries. In calculating the pay ratio, we excluded, under the de minimis exception to the pay ratio rule, employees in 21 countries as follows: Ukraine (903), Hungary (838), Spain (500), Mexico (377), Sweden (315), Serbia (292), Malaysia (88), Estonia (49), Croatia (49), China (48), Other Corporate Entities (39), India (27), Isle of Man (273), Austria (20), Singapore (20), Luxembourg (15), Italy (14), United Arab Emirates (7), Czech Republic (7), Norway (6), New Zealand (4), representing 4.6% of our total global workforce. •We identified our median employee as of the Determination Date by comparing a consistently applied compensation measure consisting of salary, wages and incentive fees, as reflected in our payroll records and as reported to the local tax authorities (the “Estimated Compensation”) for all employees, excluding our Chief Executive Officer, who were employed by us on the Determination Date. No cost-of-living adjustments were made. No employees were removed or annualized due to tenure. To ensure accuracy and stability, we expanded the range by selecting 13 employees above and 13 employees below the initially calculated median employee. From this population, we identified the employee closest to the median who has not had a job change (promotion/demotion) within the full fiscal year and has not experienced a significant year-over-year compensation variability due to variable compensation elements. For this determination, the actual median employee was identified to fit these criteria. •For non-U.S. employees, we converted their Estimated Compensation to U.S. Dollars from the applicable local currency using the using the October 1, 2024 exchange rate. •After identifying the median employee based on Estimated Compensation, we calculated Annual Total Compensation (as defined below) for that employee using the same methodology we used for our NEOs as set forth in the 2024 Summary Compensation Table on page 71. •The Annual Total Compensation of our Chief Executive Officer was $13,582,146 and the Annual Total Compensation of our median employee, other than our Chief Executive Officer, was $57,521. The SEC’s rules for identifying the median compensated associate and calculating the pay ratio based on that associate’s Annual Total Compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their associate populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different associate populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. The above information about the ratio of the annual total compensation, calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K (“Annual Total Compensation”) of our median associate and the Annual Total Compensation of our Chief Executive Officer has been provided as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K.

  67. Pay Versus Performance

    Pay Versus Performance The following table sets forth certain information with respect to the Company’s financial performance and the compensation paid to our NEOs for the fiscal years ended on December 31, 2024, December 31, 2023 and December 31, 2022.

  68. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment(7) Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(4) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(4)(5) | CRH Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(6) | Net Income ($ in millions) | Adjusted EBITDA* ($ in millions)(7) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 13,582,146 | 39,593,471 | 6,157,742 | 12,319,603 | 191.52 | 98.70 | 3,521 | 6,930 | | 2023 | 13,760,706 | 46,251,328 | 6,036,557 | 10,816,925 | 141.46 | 98.74 | 3,072 | 6,176 | | 2022 | 11,475,917 | (3,236,277) | 4,419,756 | 2,084,718 | 77.57 | 87.73 | 3,889 | 5,388 |

  69. Pay Versus Performance

    (1) The principal executive officer (“PEO”) for each of the referenced periods above was Mr. Manifold. Mr. Manifold retired from his role as the PEO with effect from December 31, 2024. As an FPI in fiscal 2022 and fiscal 2023, the Company was required to provide executive compensation disclosure on an individual basis only for Mr. Manifold and Mr. Mintern in accordance with the requirements of Form 20-F. In fiscal 2024, the Company determined that it no longer qualified as an FPI effective January 1, 2025, and Mr. Buckley, Mr. Creech and Mr. Lake became NEOs in fiscal 2024. Accordingly, for fiscal 2022 and 2023, only the compensation details of Mr. Mintern are included in the Non-PEO NEO details above. (2) In calculating the compensation actually paid amounts reflected in these columns, the fair value or change in fair value, as applicable, of the equity award adjustments included in such calculations was computed in accordance with FASB ASC Topic 718. This valuation assumption used to calculate such fair values did not materially differ from those disclosed at the time of grant. (3) To calculate the Compensation Actually Paid (CAP) for the PEO, the following adjustments were made to the Summary Compensation Table (SCT) total compensation, calculated in accordance with the SEC methodology for determining CAP for each year shown:

  70. Pay Versus Performance

    | | | Adjustments to SCT | | | | | | | | | | | Fiscal Year | SCT Total for PEO ($) | Less: Grant Date Fair Value of Awards Reported in FY SCT ($) | Less/Plus: Change in Pension Value ($) | Plus: Pension Service Cost and Associated Prior Service Cost ($) | Plus: Year-End Fair Value of Awards granted in FY that are outstanding and unvested as of end of FY ($) | Plus: Vesting Date Fair Value of Awards that are granted and vested in the same FY ($) | Plus: Change in Fair Value of Prior Year Awards outstanding and unvested as of end of FY ($) | Plus: Change in Fair Value of Prior Year Awards that vested in FY ($) | Less: Prior Year Awards that fail to meet vesting conditions during FY ($) | Plus: Dividends or other earnings paid on all awards in FY prior to vesting date ($) | CAP for PEO ($) | | 2024 | 13,582,146 | (8,307,724) | (50,929) | — | 8,060,676 | — | 19,527,637 | 2,699,758 | — | 4,081,907 | 39,593,471 | | 2023 | 13,760,706 | (8,086,438) | (857,367) | — | 9,553,746 | — | 26,063,718 | 2,328,964 | — | 3,487,998 | 46,251,328 | | 2022 | 11,475,917 | (6,658,789) | — | 86,152 | 3,553,806 | — | (9,963,460) | (2,050,846) | — | 320,943 | (3,236,277) |

  71. Pay Versus Performance

    (4) The non-PEO NEOs represent the following individuals for each of the years shown: • 2024: Jim Mintern (Current Chief Executive Officer and Former Chief Financial Officer), Randy Lake (Chief Operating Officer), Peter Buckley (President, International Division) and Nathan Creech (President, Americas Division). • 2023: Jim Mintern (Current Chief Executive Officer and Former Chief Financial Officer). • 2022: Jim Mintern (Current Chief Executive Officer and Former Chief Financial Officer). (5) To calculate the CAP for the non-PEO NEOs, the following adjustments were made to SCT total compensation, calculated in accordance with the SEC methodology for determining CAP for each year shown:

  72. Pay Versus Performance

    | | | Adjustments to SCT | | | | | | | | | | | Fiscal Year | SCT Total for Non-PEO NEOs ($) | Less: Grant Date Fair Value of Awards Reported in FY SCT ($) | Less/Plus: Change in Pension Value ($) | Plus: Pension Service Cost and Associated Prior Service Cost ($) | Plus: Year-End Fair Value of Awards granted in FY that are outstanding and unvested as of end of FY ($) | Plus: Vesting Date Fair Value of Awards that are granted and vested in the same FY ($) | Plus: Change in Fair Value of Prior Year Awards outstanding and unvested as of end of FY ($) | Plus: Change in Fair Value of Prior Year Awards that vested in FY ($) | Less: Prior Year Awards that fail to meet vesting conditions during FY ($) | Plus: Dividends or other earnings paid on all awards in FY prior to vesting date ($) | CAP for Non-PEO NEOs ($) | | 2024 | 6,157,742 | (3,141,682) | (8,781) | 21,776 | 3,034,406 | — | 4,780,449 | 792,058 | — | 683,635 | 12,319,603 | | 2023 | 6,036,557 | (3,045,382) | (712,490) | 47,571 | 3,623,851 | — | 4,000,348 | 391,772 | — | 474,698 | 10,816,925 | | 2022 | 4,419,756 | (2,352,655) | — | 60,937 | 1,243,102 | — | (974,832) | (446,574) | — | 134,984 | 2,084,718 |

  73. Pay Versus Performance

    (6) The selected peer group is the S&P 500 Materials Section. The comparison of TSRs assumes that $100 was invested on December 31, 2021 in Company ordinary shares and the S&P 500 Index and that dividends were reinvested when and as paid. (7) Our company-selected measure, which is the measure we believe represents the most important financial performance not otherwise presented in the table above that we use to link CAP to our NEOs for fiscal 2024 to our Company’s performance, is Adjusted EBITDA*. Adjusted EBITDA* is a key driver of CRH’s financial performance and is widely used by investors, shareholders and other stakeholders in their assessment of CRH’s performance. It also drives all long-term financial metrics (Cash Flow and RONA) and all short-term financial metrics (Cash Flow, EPS and RONA). * Represents a non-GAAP measure. See the discussion within ‘Reconciliation of Non-GAAP Figures’ in Annex A. The items listed below represents an unranked list of the performance measures we consider most important in linking compensation actually paid to our NEOs to Company performance for the fiscal year ended December 31, 2024:

  74. Pay Versus Performance

    | Most Important Performance Measures for PEO and Non-PEO NEOs(8) | | Adjusted EBITDA | | Cash Flow | | RONA |

  75. Pay Versus Performance

    (8) The most important performance measures include our company selected measure and the two financial metrics used for long-term incentive awards with performance-based vesting, as described in our CD&A. Each of these measures is a critical operational metric reported to shareholders. The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s TSR, as well as the relationship between our TSR and the TSR of our peer group: The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s Net Income: The following chart illustrates the relationship between CAP for our PEO and the average CAP for our Non-PEO NEOs against the Company’s Adjusted EBITDA:

  76. How do I submit director nominees or a shareholder proposal at the 2026 AGM?

    How do I submit director nominees or a shareholder proposal at the 2026 AGM? Any eligible shareholder who intends to present a proposal at the 2026 Annual General Meeting (“2026 AGM”) and who wishes to have a proposal included in CRH’s proxy statement for that annual meeting pursuant to SEC Rule 14a-8 must deliver the proposal to the Company Secretary on or before November 28, 2025 and must satisfy the rules and regulations of the SEC to be eligible for inclusion in the proxy statement for that meeting. As the rules of the SEC make clear, simply submitting a proposal does not guarantee its inclusion. To be eligible for consideration at the 2026 AGM, any nomination or proposal of other business (other than a proposal pursuant to Rule 14a-8) by a shareholder must comply with the procedures and other requirements specified in CRH’s Articles, as amended from time to time. Under CRH’s current Articles, any such proposal may only concern a nominee for election who has consented to such nomination, and that proposal must be received by the Company Secretary not less than seven nor more than 21 days before the 2026 AGM. If Proposal 10 is approved and the Articles are amended as further described on page 35, any nomination or other proposal that is a proper subject for consideration would be required to be received by the Company Secretary not earlier than January 8, 2026 and not later than 5:00 p.m. at CRH’s principal executive offices on February 7, 2026. Notice provided by shareholders under the SEC’s Rule 14a-19 who intend to solicit proxies in support of nominees submitted pursuant to our Articles must be received by March 9, 2026 and must comply with the requirements of our Articles and the additional requirements of Rule 14a-19(b). Please note that the advance notice requirements of Rule 14a-19 do not override or supersede any longer advance notice requirements or any other requirements in the Articles, including the requirements that would be adopted if Proposal 10 is approved. All submissions to, or requests of, the Company Secretary should be made to CRH’s principal executive offices at Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland or via e-mail at companysecretarysoffice@crh.com. Please ensure that receipt of all submissions is confirmed.