DEF 14A of CRH Public LTD Co
Filed Mar 27, 2026 · FY20250001628280-26-021560
Investing for Future Growth
Investing for Future Growth Investing for Growth and Further Value Creation In 2025, CRH continued to strengthen our leadership positions with strategic acquisitions in high-growth markets across North America, Europe and Australia. In 2025, CRH completed 37 bolt-on deals for $2 billion, in addition to the $2.1 billion strategic acquisition of Eco Material, the leading supplier of SCMs in North America. In many instances these acquisitions are originated by our local teams with long-term relationships generating significant competitive advantage when it comes to investment opportunities. This underpins our future acquisition pipeline and reinforces our position as the acquirer of choice for small and medium-sized businesses in our industry. These bolt-on investments, combined with larger strategic acquisitions, have further strengthened and sharpened our connected Aggregates, Cementitious, Roads and Water growth platforms to deliver for our customers.
Director Nominees
Director Nominees
Director Nominees
| Name | Position | Independent | Age | Director Since | Audit Committee | Compensation Committee | Nomination & Corporate Governance Committee | Acquisitions, Divestments & Finance Committee | Safety, Environmental & Social Responsibility Committee | | Richie Boucher | Independent Chair | ✓ | 67 | 2018 | | ✓ | Chair | Chair | | | Caroline Dowling | Non-management Director | ✓ | 59 | 2021 | ✓ | | | | ✓ | | Richard Fearon | Non-management Director | ✓ | 70 | 2020 | ✓ | ✓ | | ✓ | | | Johan Karlström | Non-management Director | ✓ | 69 | 2019 | | | | ✓ | ✓ | | Shaun Kelly | Non-management Director | ✓ | 66 | 2019 | Chair | ✓ | | ✓ | | | Badar Khan | Non-management Director | ✓ | 55 | 2021 | ✓ | | ✓ | | | | Lamar McKay | Non-management Director | ✓ | 67 | 2020 | | Chair | ✓ | | ✓ | | Jim Mintern | Chief Executive Officer | | 59 | 2021 | | | | ✓ | ✓ | | Gillian L. Platt | Non-management Director | ✓ | 72 | 2017 | | | ✓ | | ✓ | | Mary K. Rhinehart | Non-management Director | ✓ | 67 | 2018 | | ✓ | ✓ | | Chair | | Siobhán Talbot | Non-management Director | ✓ | 62 | 2018 | ✓ | ✓ | ✓ | | | | Christina Verchere | Non-management Director | ✓ | 54 | 2023 | ✓ | | | ✓ | |
Richie Boucher (67)
Richie Boucher (67) Independent Chair & Non-management Director Chair since: January 2020 Non-management Director since: March 2018 Board Committees: •Acquisitions, Divestments & Finance (Chair) •Compensation •Nomination & Corporate Governance (Chair) 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 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 of Bank of Ireland, 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; and 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.
Jim Mintern (59)
Jim Mintern (59) Chief Executive Officer & Executive Director Executive Director since: June 2021 Board Committees: •Acquisitions, Divestments & Finance •Safety, Environment & Social Responsibility 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 with comprehensive knowledge of U.S. and international markets. 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 and Chief Financial Officer. Other Public Company Boards: None. Education: Bachelor of Commerce/Business and Master’s in Accounting, University College Dublin.
Lamar McKay (67)
Lamar McKay (67) Senior Independent Director & Non-management Director Non-management Director since: December 2020 Board Committees: •Compensation (Chair) •Nomination & Corporate Governance •Safety, Environment & Social Responsibility 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: Lamar 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, and Chief Executive, Worldwide Upstream Business. Other Public Company Boards: APA Corporation [NYSE]. Education: Bachelor of Science, Mississippi State University. CRH PROXY STATEMENT 2026
Caroline Dowling (59)
Caroline Dowling (59) Non-management Director Non-management Director since: March 2021 Board Committees: •Audit •Safety, Environment & Social Responsibility 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: Caroline brings insights to the Board that are reflective of CRH’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: Capital Allocation, IT & Cyber Security, Talent Management, Compensation, Safety & Sustainability, Strategy. Career Highlights: Flex, Business Group President; The Dii Group, Vice President of Europe and Director of European Business. Other Public Company Boards: DCC [LSE]; Fabrinet [NYSE]; IMI [LSE] (former in last 5 years). Education: Diploma in Environmental, Social and Governance, Corporate Governance Institute.
Richard Fearon (70)
Richard Fearon (70) Non-management Director Non-management Director since: December 2020 Board Committees: •Acquisitions, Divestments & Finance •Audit* •Compensation 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 pre-eminent global power management entity, where he had an impactful tenure from 2009 and 2002, respectively. Operational Expertise: Richard 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, Compensation, 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 [NYSE] (former in last 5 years); Hennessy Capital Investment Corp. VI [NYSE] (former in last 5 years). Education: Bachelor of Arts in Economics, Stanford University; Master of Business Administration, Harvard Business School; and Juris Doctor, Harvard Law School.
Johan Karlström (69)
Johan Karlström (69) Non-management Director Non-management Director since: September 2019 Board Committees: •Acquisitions, Divestments & Finance •Safety, Environment & Social Responsibility Key Skills and Experience: Global Construction Experience: As the former President and Chief Executive Officer of Skanska AB, a pre-eminent multi-national 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: Johan 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, Capital Allocation, Building Materials or Capital Intensive Industry Experience, Talent Management, Compensation, Safety & Sustainability, Strategy. Career Highlights: Skanska AB, President and Chief Executive Officer; and 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. Note: *Audit Committee Financial Expert as determined by the Board. CRH PROXY STATEMENT 2026
Shaun Kelly (66)
Shaun Kelly (66) Non-management Director Non-management Director since: December 2019 Board Committees: •Acquisitions, Divestments & Finance •Audit (Chair)* •Compensation 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 over-arching 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; and Honorary Doctorate from Queen’s University Belfast.
Badar Khan (55)
Badar Khan (55) Non-management Director Non-management Director since: October 2021 Board Committees: •Audit •Nomination & Corporate Governance 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 2022, he was the President of National Grid U.S., a segment of the leading energy transmission and distribution company, National Grid. Innovator: Badar’s 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, Capital Allocation, 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, President; Centrica, Chief Executive Officer, Direct Energy, President, Direct Energy Upstream & Trading, Managing Director, British Gas Business and 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.
Gillian L. Platt (72)
Gillian L. Platt (72) Non-management Director Non-management Director since: January 2017 Board Committees: •Nomination & Corporate Governance •Safety, Environment & Social Responsibility 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. Gillian also 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, Talent Management. Career Highlights: Finning International, Inc., Executive Vice President & Chief Human Resources Officer; Aviva, Executive Vice President, Human Resources & Corporate Affairs and 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. Note: *Audit Committee Financial Expert as determined by the Board. CRH PROXY STATEMENT 2026
Mary K. Rhinehart (67)
Mary K. Rhinehart (67) Non-management Director Non-management Director since: October 2018 Board Committees: •Compensation Committee •Nomination & Corporate Governance •Safety, Environment & Social Responsibility (Chair) 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 her role as 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 was formerly a Director of Graphic Packaging Holding Company, a Non‐Executive Director of Ply Gem Holdings Inc., 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: Capital Allocation, Accounting, Internal Control & Financial Expertise, Governance, Talent Management, Compensation, Safety & Sustainability, Strategy. Career Highlights: Johns Manville, Chief Executive Officer and Chair, SVP and CFO, VP Finance, and VP Controller & Treasurer. Other Public Company Boards: Graphic Packaging Holding Company [NYSE] (former in the last 5 years). Education: Bachelor of Finance, University of Colorado; Master of Business Administration, University of Denver.
Siobhán Talbot (62)
Siobhán Talbot (62) Non-management Director Non-management Director since: December 2018 Board Committees: •Audit* •Compensation •Nomination & Corporate Governance Key Skills and Experience: Business Leader: Siobhán is a distinguished business leader and was 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. Accounting & Financial Expertise: 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. Siobhán is a Fellow of Chartered Accountants Ireland. 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, and Group Secretary. Other Public Company Boards: Glanbia plc [LSE] [ISEQ] (former in the last 5 years). Education: Bachelor of Commerce, University College Dublin; Diploma in Professional Accounting, University College Dublin; Honorary Doctorate, University College Cork; and Honorary Doctorate, University College Dublin.
Christina Verchere (54)
Christina Verchere (54) Non-management Director Non-management Director since: March 2023 Board Committees: •Acquisitions, Divestments & Finance •Audit 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, and VP Upstream Program Management Office. Other Public Company Boards: OMV Petrom S.A. [BVB]. Education: Master of Economics Science, University of Aberdeen. Note: *Audit Committee Financial Expert as determined by the Board. CRH PROXY STATEMENT 2026
Director Compensation
Director Compensation Non-management Directors receive their fees in a mix of cash and equity. The fee structure for 2025 was as follows:
Director Compensation
| Non-management Director Fee Structure for 2025 | $’000 | | Board Retainer | | | Cash Retainer | 140 | | Equity Retainer | 180 | | Board Leadership Premiums (i) | | | Chair - Cash | 300 | | Chair - Equity | 120 | | Senior Independent Director - Cash | 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 Non-management Director Pay Policies | | | Share Ownership Guidelines | 5x Cash Retainer in 5 years, with 75% net share holdings until the Guidelines are met |
Director Compensation
Notes: (i)These cash fees are in addition to the Board Retainer. The following table summarizes the compensation awarded or paid to the non-management Directors for the year ended December 31, 2025:
Director Compensation
| Non-management Director Compensation for the year ended December 31, 2025 | | | | | | | Fees earned or paid in cash $’000 | Share Awards (i) $’000 | All Other Compensation (ii) $’000 | Total $’000 | | R. Boucher | 478 | 300 | 28 | 806 | | P. Decker (iii) | 35 | 105 | – | 140 | | C. Dowling | 140 | 180 | 28 | 348 | | R. Fearon | 140 | 180 | 5 | 325 | | J. Karlström | 140 | 180 | 2 | 322 | | S. Kelly | 168 | 180 | – | 348 | | B. Khan | 140 | 180 | 2 | 322 | | L. McKay | 205 | 180 | – | 385 | | G.L. Platt | 140 | 180 | 2 | 322 | | M.K. Rhinehart | 160 | 180 | 6 | 346 | | S. Talbot | 140 | 180 | 22 | 342 | | C. Verchere | 140 | 180 | – | 320 | | | 2,026 | 2,205 | 95 | 4,326 |
Director Compensation
Notes: (i)Represents the grant date fair value of Restricted Share Units (‘RSUs’), calculated in accordance with FASB ASC Topic 718, issued to the non-management Directors under the CRH plc 2025 Equity Incentive Plan (the ‘2025 Equity Incentive Plan’) on May 13, 2025. RSUs vest on the earlier of the first anniversary of the date of grant or the date of CRH’s next AGM following the date of grant of the RSU. RSUs accrue dividend equivalents at the time and at the same rate as dividends are paid on CRH’s Ordinary Shares, with such dividend equivalents being released to the recipient in the form of additional RSUs (equal to the credited amount of dividends paid divided by the fair market value on the date of the dividend payment) if and to the extent that the RSUs vest. (ii)For Mr. Boucher, Ms. Dowling and Ms. Talbot, includes solely the reimbursement of taxes payable in connection with hotel accommodations in respect of meetings held in Ireland, in compliance with Irish law. For Mr. Fearon, Mr. Khan, Mr. Karlström, Ms. Platt and Ms. Rhinehart, includes solely professional advice related to Irish tax filing fees. (iii)Mr. Decker served as a member of the Board from October 1, 2025 through December 1, 2025, at which point he resigned from the Board due to unforeseen circumstances. Mr. Decker’s decision to resign was not the result of any disagreement relating to the Company’s operations, policies or practices. Mr. Decker’s RSU award lapsed following his resignation from the Board. Details of the shareholdings of the non-management Directors are outlined on page 81.
How we set Non-management Director Compensation
How we set Non-management Director Compensation The fees and awards for the non-management Directors are set within the limits of the 2025 Equity Incentive Plan previously approved by shareholders. In determining non-management Director compensation, the Board receives advice from the Compensation Committee’s independent compensation advisor. The Executive Director receives no additional compensation for his Board service. 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. Other than discussed above, the non-management Directors are not entitled to participate in the Company’s annual 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 be entitled, in certain circumstances and at the Company’s expense, to obtain independent professional advice in the furtherance of their duties as Directors. CRH PROXY STATEMENT 2026 Proposal 2 – Advisory Vote to Approve Named Executive Officer Compensation (‘Say-on-Pay’)
binding basis, of the compensation
binding basis, of the compensation of our NEOs. The resolution gives shareholders the opportunity to express their non-binding views on the 2025 compensation of our NEOs as disclosed in this Proxy Statement. As described in the “Compensation Discussion & Analysis” (‘CD&A’) section of this Proxy Statement on pages 49 to 80, our executive compensation program is designed to: •ensure alignment of executive and shareholder interests through share-based long-term incentive awards and share ownership guidelines; •maintain policies and programs that will attract, retain and motivate executives, and fairly reward our executives for the contribution they make to the business; •provide total compensation which is market competitive, with regard to the size and complexity of the Company’s operations and the markets in which we compete for talent (using peer company and compensation survey data comparisons); •maintain compensation packages that include salary, short- and long-term incentives, benefits and retirement provisions, and perquisites; and •appropriately align executive pay and performance by delivering a significant amount of total compensation through variable incentive compensation. We ask shareholders to review the CD&A section of this Proxy Statement, including the compensation tables and the related narrative discussion included therein for more information. As an advisory vote, the outcome of the vote on this Proposal 2 will not be binding on CRH. However, the Compensation Committee values the opinions and views of shareholders and will consider the outcome of the vote when making future compensation decisions regarding our executive compensation programs.
Vote Required
| | Governance Framework | | | | | | Board of Directors | | | | | Collectively responsible for promoting the long-term sustainable success of CRH and generating value for shareholders. Its role is to provide leadership; to establish and monitor CRH’s purpose, values and strategy; to set CRH’s risk appetite and ensure that there is a robust framework of prudent and effective controls to enable risks and opportunities to be assessed and managed; and to ensure that there is effective dialogue with shareholders on all relevant matters. | | | | | | The Board has established five Committees to assist in the execution of its responsibilities. The charters of each Committee are available on the CRH website, www.crh.com. | | | | | | Acquisitions, Divestments & Finance Committee Reviews the strategic rationale and impact of proposed acquisitions, divestitures, large capital expenditure projects and advising the Board on the financial requirements of CRH and on appropriate funding arrangements. | Audit Committee Provides governance and oversight of CRH’s financial reporting and monitoring and assessing CRH’s risk management and internal control systems. | Compensation Committee Sets and ensures that CRH’s compensation policies are fair and responsible and that they incentivize and retain talent. The Committee also approves the compensation packages for the Chair, Chief Executive Officer and Executive Officers. | Nomination & Corporate Governance Committee Monitors the Board’s structure, size, composition and balance of skills to ensure that the Board can meet its strategic objectives and regulatory responsibilities. It monitors corporate governance developments, human capital management and employee engagement. | Safety, Environment & Social Responsibility Committee Monitors and assesses performance in the areas of safety, climate change and sustainability and employee engagement and inclusion programs. | | The Board has delegated responsibility for the management of CRH, through the Chief Executive Officer, to executive management. | | | | | | | Chief Executive Officer | | | | | The Chief Executive Officer has responsibility for full day-to-day operational and profit performance of CRH and accountability to the Board for all authority delegated to executive management. He is also responsible for executing strategy agreed with the Board and reporting regularly on the progress and performance of CRH. | | | | | | The Global Leadership Team supports the Chief Executive Officer in executing his responsibilities. | | | | | | | Global Leadership Team | | | | | The Global Leadership Team is responsible for pursuing performance delivery and progressing CRH’s business strategy and climate-related agenda. | | | | |
Directors
Directors It is the policy of the Board that there is regular refreshment of the Board and its Committees, which ensures to the extent possible that the collective experience, skills and diversity of the Directors is reflected in its composition and the composition of the Committees and Chair roles, taking into account other requirements such as Board succession planning and the need for financial experts to be members of the Audit Committee. The Board plans for its own succession with the assistance of the Nomination & Corporate Governance Committee. The process to identify, evaluate and appoint a non- management Director with the suitable experience, skills and time commitment takes into account both the needs of the Company and the diversity of background and experience, tenure and skills of existing Board members. The Board is committed to ensuring that the Board and each Board Committee is appropriately diverse in background and experience, which is reflected in the Governance Guidelines. The Board values diversity of talents, skills, abilities and experiences and believes that Board diversity of all types enhances the performance of the Board and provides significant benefits to the Company. Accordingly, diversity in all its forms is a core component that the Nomination & Corporate Governance Committee takes into account when selecting new Director candidates. The Nomination & Corporate Governance Committee welcomes candidates for non- management Directors recommended by shareholders and will consider these candidates in the same manner as other candidates. Shareholder recommendations for candidates for Director must include the same information as required by CRH’s Articles for shareholder Director nominees and be sent to the Nomination & Corporate Governance Committee, c/o Company Secretary, 42 Fitzwilliam Square, Dublin 2, D02 R279, Ireland. For additional information, see “How do I submit director nominees or a shareholder proposal at the 2027 AGM?” on page 87. CRH PROXY STATEMENT 2026
2025 Annual Incentive Plan
2025 Annual Incentive Plan Reflecting CRH’s strong performance in 2025 underpinned by our customer-centric strategy, the financial metrics for the Annual Incentive Plan (Diluted EPS, Cash Flow and Return on Net Assets (‘RONA’)), were achieved at a level of 135% of target. The Committee also assessed that the performance of the NEOs against their individual performance objectives, accounting for 20% of their potential opportunity under the Annual Incentive Plan, was at a level which warranted a payout of 150% of target (see pages 59 to 60 for more details). The combined outcome for the 2025 Annual Incentive Plan was a payout level of 138% of target.
2023 Performance Share Plan Award
2023 Performance Share Plan Award The Performance Share Plan (‘PSP’) awards made in 2023 were subject to performance over the three-year period to December 31, 2025 (the 2023 award for Mr. Mintern is assessed using the same performance period, but does not vest until February 2028) and have been assessed against the Cash Flow, RONA, Relative Total Shareholder Return (‘TSR’) and Sustainability Scorecard measures set by the Committee in 2023. 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. Note: *Represents a non-GAAP financial measure. See the discussion within 'Reconciliation of Non-GAAP Figures' in Annex A for a definition and reconciliation to the most directly comparable GAAP measure. CRH PROXY STATEMENT 2026
Overall Incentive Outcome
| 2025 Compensation Snapshot | | | | | | Fixed | Performance-related Variable Compensation | | | NEO | Salary ($) (i) | Annual Incentive Plan (% of Target) (ii) | 2023 PSP Award (% of Max) (iii) | | Jim Mintern, Chief Executive Officer | 1,750,000 | 138.00% | 98.75% | | Nancy Buese, Chief Financial Officer (iv) | 1,000,000 | 138.00% | — | | Randy Lake, Chief Operating Officer | 1,578,000 | 138.00% | 98.75% | | Peter Buckley, President, International Division | 1,042,455 | 138.00% | 98.75% | | Nathan Creech, President, Americas Division (v) | 1,213,000 | 138.00% | 98.75% | | Alan Connolly, Former Interim Chief Financial Officer (vi) | 597,720 | 138.00% | 98.75% |
Overall Incentive Outcome
Notes: (i)The salaries for Mr. Buckley and Mr. Connolly for 2025 were set and paid in euro and have been converted to U.S. Dollars using the average Bloomberg composite rate for 2025. (ii)The Annual Incentive Plan outcome for 2025 reflects target performance outcomes as measured under the 2025 Compensation Framework. (iii)The 2023 PSP Award outcome for 2025 reflects maximum rather than target performance outcomes determined in accordance with the compensation policy approved by shareholders at the 2022 AGM and which expired at the end of 2024 (the ‘2022 Policy’). (iv)Ms. Buese joined CRH and was appointed Chief Financial Officer effective May 12, 2025. In connection with her appointment, Ms. Buese received a one-time cash bonus of $1,000,000 and a one-time RSU grant with a grant date fair value equal to $2,000,000, vesting 50% in 2026 and 50% in 2027, subject to continued employment. (v)In connection with his support of the leadership transition and his continued efforts to drive performance and growth in the Americas, Mr. Creech received a one-time RSU grant with a grant date fair value equal to $3,000,000, which will vest 100% in 2028, subject to continued employment. (vi)Mr. Connolly served as Interim Chief Financial Officer from January 1, 2025 through May 11, 2025. In June 2025, for his service as Interim Chief Financial Officer, Mr. Connolly received a one-time cash bonus of $200,000, to reflect market pay for the period of time Mr. Connolly held the Interim Chief Financial Officer role, and a one- time RSU grant with a grant date fair value equal to $300,000, vesting 50% in 2026 and 50% in 2027 to recognize the support for transition of the role to Ms. Buese and is subject to continued employment.
Compensation Principles
| 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. | | Consistency and Oversight | •Ensure that compensation structure remains consistent across the Company, given CRH's international footprint, with the Committee overseeing compensation policy across CRH; and •Manage any conflicts of interest by having the Committee approve the compensation of the Chief Executive Officer and the executive officers and set the compensation for the non-management Directors within the limits approved by shareholders. | | Pay for Performance | •Drive performance and link reward to the responsibilities and individual contribution of executives; •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; and •Ensure that total compensation is more variable (and, in particular, weighted towards long-term performance) for roles with greater levels of responsibility. | | Shareholder Alignment | •Ensure the alignment of executive and shareholders’ interests through share-based incentive awards linked to the delivery of key strategic objectives and the creation of shareholder value. Our NEOs 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, including establishing a new executive compensation peer group, which was developed in line with U.S. market best practice and was used to benchmark executive pay levels. The peer group, which was updated for 2025, is detailed on pages 63 to 64. |
2025 Overview of Pay Elements and Alignment to Strategy
| Pay Element | Delivery | Purpose | 2025 Performance Measures | Further Details/Alignment with Strategy | | Fixed | | | | | | Base Salary | 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 levels elsewhere in the Company | | Variable (At Risk) | | | | | | Annual Incentive Plan | Cash-based awards based on achievement of selected performance metrics | Reward the creation of shareholder value through operational excellence and organic and acquisitive growth. The Annual Incentive Plan incentivizes NEOs to deliver Company and individual goals that support long-term value creation | Operating Cash Flow (30%) | Operating 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 | | | | | EPS (30%) | EPS is a measure of underlying profitability | | | | | RONA (20%) | RONA is a measure of CRH's ability to create value through excellence in operational performance | | | | | Sustainability/Strategic Measures (20%) | Sustainability/strategic measures enable a focus on specific factors aligned with CRH's short- and medium-term strategic objectives that promote long-term success | | 2025 Equity Incentive Plan - RSUs | Equity-based awards (totaling 40% of annual award under the 2025 Equity Incentive Plan) with three-year ratable vesting | Market competitive award helps to encourage retention | _ | Reviewed annually in light of individual performance, level of responsibility, knowledge and experience, competitive market compensation practice, and pay levels elsewhere in the Company | | 2025 Equity Incentive Plan - PSUs | Equity-based awards (totaling 60% of annual award under the 2025 Equity Incentive Plan) with three-year cliff vesting based on achievement of selected performance metrics | Align the interests of key management across different businesses and regions with those of shareholders through an interest in CRH shares and by incentivizing the achievement of long- term performance goals | Cash Flow (50%) | 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 | | | | | Relative TSR (25%) | TSR is a measure of shareholder return on investment in CRH and is measured relative to our peers |
Annual Incentive Plan
Annual Incentive Plan CRH’s Annual Incentive 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. 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 Incentive Plan for 2025 was based on a combination of financial targets and sustainability/strategic measures. The metrics for target payout, which is up to a maximum of 100% of the total annual bonus opportunity, are based on targets extracted from the 2025 budget set by the Board in respect of each metric. The threshold level for bonus payouts in 2025 was for the achievement of 50% of target, whereas maximum payout is achieved for stretch performance of 200% of target. The relative weighting of the components of 2025 is set out on page 60. When setting the targets for the Annual Incentive Plan, the Committee makes certain assumptions with respect to the year ahead and 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 Incentive Plan, the Committee ensures that appropriate adjustments are applied to the financial targets to reflect significant development activity and actual exchange rates. The financial targets for the 2025 Annual Incentive Plan, which represent 80% of the potential bonus opportunity, were set in early 2025. Reflecting the strong performance in 2025 underpinned by CRH’s customer-centric strategy, the financial metrics for the Annual Incentive Plan, which accounted for 80% of the overall opportunity, were achieved at a level of 135% of target. The Committee assessed that the performance of the NEOs against their individual non-financial objectives, accounting for 20% of their potential opportunity under the Annual Incentive Plan, was at a level which warranted a payout of 150% of target. The combined payout level was, therefore, 138% of target. 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). Based on this review, the Committee determined that no adjustment to incentive outcomes in respect of any of these matters was necessary. CRH PROXY STATEMENT 2026
Annual Incentive Plan
| 2025 Annual Incentive Plan – Targets & Achievement | | | | | | | | | | 2025 Targets – Performance needed for payout at (i) (ii) | | | | | | Measure | Weighting (% of total bonus) | Threshold | Target | Maximum | 2025 Performance Achieved (iii) | Percentage of Target Awarded | | Operating Cash Flow (iii) | 30% | $3.62B | $4.26B | $4.77B | $4.67B | 181% | | Diluted EPS (iii) | 30% | $4.63 | $5.45 | $6.10 | $5.57 | 119% | | RONA (iii) | 20% | 12.4% | 14.4% | 15.9% | 14.1% | 92% | | Sustainability/Strategic | 20% | | | | See page 58 | 150% | | Total | 100% | | | | | 138% |
Annual Incentive Plan
Notes: (i)50% is earned at threshold, 100% at target and 200% at maximum, with a straight-line payout schedule between these points. (ii)Targets have been adjusted to reflect significant development activity and actual exchange rates. (iii)For the purposes of the Annual Incentive Plan, the Diluted EPS outcome in the table above aligns with Diluted EPS Pre-Impairment, a non-GAAP metric disclosed in the 2025 Annual Report. The Operating Cash Flow outcome in the table above differs from that disclosed in the 2025 Annual Report as the outcome achieved for 2025 is calculated by making the following adjustments to Adjusted EBITDA, a non-GAAP metric disclosed in this Proxy Statement and the 2025 Annual Report: deducting cash outflows on the purchases of property, plant and equipment, and intangibles; adding proceeds from disposal of long-lived assets; and adjusting for movement in trade working capital and gains/losses on disposal of long-lived assets. RONA is not disclosed elsewhere in this Proxy Statement or the 2025 Annual Report. RONA is an internal, pre‑finance, pre‑tax and pre‑impairment measure used by management to assess asset efficiency across CRH’s segments. RONA is calculated as operating income (excluding non‑cash impairment losses) divided by average net assets, defined as total assets less total liabilities, excluding equity‑accounted investments, interest receivable and payable, deferred and contingent consideration, Net Debt (a non-GAAP metric disclosed in the 2025 Annual Report), and tax‑related assets and liabilities. Average net assets are based on the trailing average of closing balances for the applicable period to reflect seasonality and timing of development activity. The table below outlines the target bonus opportunity, the maximum bonus payable under the Annual Incentive Plan and the actual bonus paid to each NEO based on 2025 company and individual performance.
Annual Incentive Plan
| 2025 Annual Incentive Plan – Payout | | | | | | | | Name | | Base Salary (i) ($) | Target Bonus % of Salary | Target Bonus Amount ($) | Maximum Potential Bonus ($) | Actual Bonus Earned Based on 2025 Performance (ii) ($) | | | Position | | | | | | | Jim Mintern | Chief Executive Officer | 1,750,000 | 150.0% | 2,625,000 | 5,250,000 | 3,622,500 | | Nancy Buese | Chief Financial Officer | 1,000,000 | 110.0% | 1,100,000 (ii) | 2,200,000 (ii) | 973,184 (ii) | | Randy Lake | Chief Operating Officer | 1,578,000 | 125.0% | 1,972,500 | 3,945,000 | 2,722,050 | | Peter Buckley | President, International Division | 1,042,455 | 110.0% | 1,146,701 | 2,293,401 | 1,582,447 | | Nathan Creech | President, Americas Division | 1,213,000 | 110.0% | 1,334,300 | 2,668,600 | 1,841,334 | | Alan Connolly | Former Interim Chief Financial Officer | 597,720 | 60.0% | 358,632 | 717,263 | 494,913 |
Annual Incentive Plan
Note: (i)The salaries for Mr. Buckley and Mr. Connolly were set and paid in euro in 2025 and have been converted to U.S. Dollar using the average Bloomberg composite rate for 2025. (ii)The annual bonus received by Ms. Buese has been pro-rated to reflect the portion of the year for which she served as Chief Financial Officer (appointment was effective May 12, 2025). The pro-rated Target Bonus Amount and Maximum Potential Bonus were $792,603 and $1,585,205, respectively.
2025 Long-Term Incentive Plan Awards
2025 Long-Term Incentive Plan Awards At the 2025 AGM, our shareholders approved the 2025 Equity Incentive Plan, which had previously been approved by the Board. The 2025 Equity Incentive Plan replaced the 2014 Performance Share Plan and all other Board-approved share plans in operation (other than the Company’s Savings- related Share Option and the Share Participation Schemes in operation in Ireland and the United Kingdom) and no further awards will be granted under those plans. An aggregate of 15 million of the Company’s Ordinary Shares was reserved for issuance under the 2025 Equity Incentive Plan. The purpose and goal of our 2025 Equity Incentive Plan is to align the interests of the NEOs (and key management across different regions) with those of shareholders by incentivizing the achievement of long-term performance goals. Awards under the 2025 Equity Incentive Plan are granted in the form of PSUs (60% of the award), which vest based on performance over a period of three years, and RSUs (40% of the award), which vest ratably over a period of three years. 2025 Awards In 2025, the Company granted RSU and PSU awards under the 2025 Equity Incentive Plan to each of the NEOs. The RSU and PSU awards provide each NEO with the right to receive CRH shares, subject to the fulfillment of certain timing, market, performance and service conditions, as relevant, over the applicable vesting period. With respect to the RSUs, the awards vest ratably at 33.3% during the three-year period (May 2026, May 2027 and May 2028). With respect to the PSUs, the performance conditions are designed to drive long-term shareholder value and consist of Cash Flow performance, RONA performance, and Relative TSR performance, with the Cash Flow and RONA performance conditions being set by reference to CRH’s Strategic Plan. Each performance condition is measured over a three-year performance period ending on December 31, 2027, with performance determined by the Committee following completion of the performance period. The PSU awards vest on the third anniversary of the grant date, with the actual vesting percentage ranging from 0% to 200% based upon actual achievement of the performance conditions as further described below. The performance conditions have been structured to encourage high levels of performance, with payout dependent on performance relative to CRH’s Strategic Plan (in the case of the cumulative Cash Flow and RONA performance conditions) and performance relative to the Company’s Performance Peer Group for 2025 PSUs set out on page 64 (in the case of Relative TSR). The payout percentage for each performance condition is interpolated for performance between the minimum threshold and maximum level of performance. The specific targets for the cumulative Cash Flow and RONA metrics have not been disclosed on the basis that they are competitively sensitive and disclosure would result in competitive harm. CRH PROXY STATEMENT 2026 In addition to their 2025 PSU and RSU awards, Ms. Buese, Mr. Creech and Mr. Connolly each received additional RSU awards, details of which are outlined in the table below. The additional RSU awards are one-off in nature and are not expected to be recurring under the 2025 Compensation Framework, which emphasizes pay for performance.
2025 Long-Term Incentive Plan Awards
| 2025 Awards to NEOs | | | | | | | 2025 Equity Incentive Plan Annual Awards (i) | | | Additional RSU Awards | | Name | Target ($) | No. of PSUs (60% of Total Award) | No. of RSUs (40% of Total Award) | No. of RSUs Granted | | Jim Mintern | 10,237,500 | 67,433 | 44,955 | — | | Nancy Buese (ii) | 4,000,000 | 26,347 | 17,565 | 21,956 | | Randy Lake | 4,300,000 | 28,324 | 18,882 | — | | Peter Buckley | 2,350,000 | 15,480 | 10,317 | — | | Nathan Creech (iii) | 3,500,000 | 23,054 | 15,369 | 32,934 | | Alan Connolly (iv) | 871,275 | 5,744 | 3,821 | 3,270 |
2025 Long-Term Incentive Plan Awards
Notes: (i)The target award value was converted to PSUs and RSUs on a 60:40 split based on the average close price over the 20-day trading period from April 14, 2025 through May 9, 2025. (ii)In connection with her appointment as Chief Financial Officer, Ms. Buese received a one-time RSU award, which will vest 50% in 2026 and 50% in 2027, subject to continued employment. (iii)In connection with his support of the leadership transition and his continued efforts to drive performance and growth in the Americas, Mr. Creech received a one-time RSU award, which will vest 100% in 2028, subject to continued employment (iv)In connection with his service as Interim Chief Financial Officer from January 1, 2025 through May 11, 2025, Mr. Connolly received a one-time cash bonus of $200,000, to reflect market pay for the period of time Mr. Connolly held the Interim Chief Financial Officer role, and a one-time RSU grant with a grant date fair value equal to $300,000, vesting 50% in 2026 and 50% in 2027 to recognize the support for transition of the role to Ms. Buese and is subject to continued employment.
2025 Long-Term Incentive Plan Awards
| 2025 PSU Awards – Structure | | | | | | Measures | Weighting | Threshold Level of Performance (50% Payout) | Target Level of Performance (100% Payout) | Maximum Level of Performance (200% Payout) | | Cash Flow performance (i) | 50% | > 80.0% of Plan | At Plan | > 112.0% of Plan | | RONA performance (ii) | 25% | Plan - 225bps | At Plan | Plan + 150bps | | Relative TSR performance (iii) | 25% | >25th percentile | >55th percentile | >75th percentile |
2025 Long-Term Incentive Plan Awards
Notes: (i)The definition of Cash Flow performance differs from that disclosed in the 2025 Annual Report, and is defined as Adjusted EBITDA, a non-GAAP metric disclosed in this Proxy Statement and the 2025 Annual Report; less gains/losses on disposal of long-lived assets; plus proceeds from disposal of long lived assets, less cash outflows on the purchases of property, plant and equipment, and intangibles; less net cash outflows for Interest and Tax. (ii)Further information on how RONA is calculated for PSU awards is set out on page 60. (iii)The methodology for calculating TSR assumes all dividends are reinvested on the ex-dividend date at the closing price on that day; the open and close price is based on the three-month average closing price on the last day before the start of the performance period and the final day of the performance period respectively. The Performance Peer Group used to assess TSR performance for the 2025 PSU awards is set out on page 64. TSR performance is assessed on a weighted market capitalization basis. (iv)Awards, to the extent that they vest, will be adjusted to accrue dividend equivalents based on dividends declared and paid in the period from the date of grant to the date of vesting.
Long-Term Incentives Earned in 2025 - 2014 Performance Share Plan Awards
Long-Term Incentives Earned in 2025 - 2014 Performance Share Plan Awards Prior to the establishment of the 2025 Compensation Framework, CRH maintained a long-term equity incentive compensation program (the ‘2014 Performance Share Plan’). Awards (in the form of conditional share awards) normally vest based on performance over a period of not less than three years. The PSP awards granted to Mr. Mintern under the 2014 Performance Share Plan are assessed using the same performance periods as the other NEOs, but are subject to an additional vesting period ending on the fifth anniversary of the grant date. 2023 PSP Award – Performance Assessed 2025 In 2023, the Company granted PSP awards under the 2014 Performance Share Plan to each of the NEOs (other than Ms. Buese). The PSP awards provide each NEO with the right to receive CRH shares, subject to the fulfillment of certain market, performance and service conditions over the applicable vesting period. The performance conditions were designed to drive long-term shareholder value and consisted of Cash Flow performance, RONA performance, TSR performance and certain sustainability scorecard measures, with the Cash Flow and RONA performance conditions being set by reference to CRH’s Strategic Plan and TSR performance relative to the tailored peer group set out on page 64. Each performance condition was measured over a three-year performance period ending on December 31, 2025, with performance determined by the Committee following completion of the performance period, with the actual vesting percentage ranging from 0 to 100% based upon actual achievement of the performance conditions as further described below. The PSP awards made in 2023 have been assessed against the applicable targets set by the Committee in 2023. Performance against these targets has resulted in a 98.75% vesting level (see below for more details). 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. Overall Incentive Outcome The Committee is satisfied that there is a very strong alignment between the incentive outcomes outlined above for 2025 and the performance of the Company. The Committee also took into account a number of factors, including, feedback from other Board 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 and progress in relation to strategic objectives not captured by the financial measures used for compensation purposes. Based on this review, the Committee determined that no adjustment to incentive outcomes in respect of any of these matters was necessary. CRH PROXY STATEMENT 2026
Long-Term Incentives Earned in 2025 - 2014 Performance Share Plan Awards
| 2023 PSP Award Metrics | | | | | | |
Long-Term Incentives Earned in 2025 - 2014 Performance Share Plan Awards
Sustainability & Diversity (15% of award) The Sustainability & Diversity component is comprised of: (i) 5% on driving carbon neutrality, (ii) 5% on progress toward a net zero built environment and (iii) 5% on creating an inclusive & diverse company. The Compensation Committee approved a combined achievement level on these factors of 13.75%. Notes: (i)Cumulative Cash Flow is defined as net increase (decrease) in cash and cash equivalents, as reported under IFRS, adjusted to exclude: •Dividends paid/received; •Acquisition/investment expenditure; •Proceeds from divestitures/disposals; •Movements in working capital and other related matters; •Share purchases/issues (scrip dividend, share options/payment expense); •Financing cash flows (new loans, debt repayments, other); and •Foreign exchange translation. The Committee determined that it is appropriate to make these adjustments in order to remove items that it believes do not reflect the quality of management's operational performance or are largely outside of the Company's control. The Committee also retains the discretion to make further adjustments, for example, as a result of significant development activity during the performance period or a significant underspend or delay in budgeted capital expenditure, both ordinary and extraordinary. (ii)The methodology for calculating TSR assumes all dividends are reinvested on the ex-dividend date at the closing price on that day; the open and close price is based on the three-month average closing price on the last day before the start of the performance period and the final day of the performance period respectively. For the 2023 awards, TSR performance is assessed on a weighted market capitalization basis. The peer group used to assess TSR performance for the 2023 PSP awards is set out below. (iii)RONA is calculated on an IFRS basis in line with targets. Further information on how RONA is calculated for PSP awards is set out on page 60. (iv)For the purposes of the 2023 awards, the cumulative cash flow for the three years ended December 31, 2025 was $9.7 billion based on financial reporting under IFRS. TSR performance was in the upper quartile against the tailored peer group. RONA for the year ended December 31, 2025 was 13.1%.
Long-Term Incentives Earned in 2025 - 2014 Performance Share Plan Awards
| 2023 PSP Awards – Vesting Details | | | | | | | | Name | Interests Held | Vesting Outcome (% of Max) | Interests Due to Vest / Vested | Date of Vesting | Assumed Share Price ($)(i) | Estimated Value ($) | | Jim Mintern | 52,115 | 98.75% | 51,460 | February 23, 2028 | 121.49 | 6,251,875 | | Nancy Buese | — | — | — | — | — | — | | Randy Lake | 74,700 | 98.75% | 73,767 | February 23, 2026 | 121.49 | 8,961,953 | | Peter Buckley | 24,493 | 98.75% | 24,186 | February 24, 2026 | 121.49 | 2,938,357 | | Nathan Creech | 64,984 | 98.75% | 64,171 | February 23, 2026 | 121.49 | 7,796,135 | | Alan Connolly | 18,989 | 98.75% | 18,752 | February 23, 2026 | 121.49 | 2,278,180 |
Long-Term Incentives Earned in 2025 - 2014 Performance Share Plan Awards
Note: (i)For the purposes of this table, the value of these awards has been estimated using a share price of $121.49 being the closing share price of our Ordinary Shares on February 23, 2026.
Long-Term Incentives Earned in 2025 - 2014 Performance Share Plan Awards
| Peer Group for 2014 Performance Share Plan Awards (i) (ii) | | | | | | ACS | Heidelberg Materials | Saint Gobain | Vicat | Wienerberger | | Buzzi | Holcim | Skanska | Vinci | | | Cemex | Martin Marietta | Titan Cement | Vulcan Materials | |
Long-Term Incentives Earned in 2025 - 2014 Performance Share Plan Awards
Note: (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) Peer group applicable for 2023 PSP awards. See page 64 for details of the peer group that will apply for PSU awards in 2025. CRH PROXY STATEMENT 2026
Compensation Consultants
Compensation Consultants In 2025, Semler Brossy Consulting Group LLC (‘Semler Brossy’) acted as the Committee's independent compensation consultant and did not provide any other services to CRH. The Committee has determined 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 2025, Semler Brossy provided the following compensation services: •research and advice regarding compensation trends, compensation design and best practice and compensation levels for executive officers 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.
Pay and Peer Group
Pay and Peer Group Compensation 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 the 2025 Compensation Framework, the peer group consists of U.S. publicly traded companies primarily within the Materials and Industrials sector and with market capitalizations within 3.2x to 0.2x of CRH. In the aggregate, the compensation peer group consists of 21 companies. The peer group includes Martin Marietta and Vulcan Materials even though they are below the typical market capitalization size screens, as both are also included in the Performance Peer Group as described on page 64. Following a review during 2025, Amrize and Smurfit Westrock were added to the go-forward peer group for 2026 decisions. CRH PROXY STATEMENT 2026
Pay and Peer Group
| Company | Market Capitalization (as of December 31, 2025) ($B) (i) | | Caterpillar | 268.1 | | Linde | 199.1 | | Deere | 125.9 | | Honeywell International | 123.9 | | Eaton | 123.7 | | General Dynamics | 90.9 | | Trane Technologies | 86.3 | | 3M | 85.0 | | Sherwin-Williams | 80.3 | | Johnson Controls | 73.2 | | Cummins | 70.5 | | PACCAR | 57.5 | | Carrier Global | 44.5 | | Vulcan Materials | 37.7 | | Martin Marietta Materials | 37.6 | | Nucor | 37.3 | | Amrize (ii) | 30.7 | | PPG Industries | 23.0 | | Smurfit Westrock (ii) | 20.2 | | Dow | 16.5 | | LyondellBasell | 13.9 | | CRH | 83.5 |
Pay and Peer Group
Note: (i)Market capitalization figures derived from Bloomberg. (ii)Amrize and Smurfit Westrock were added to the peer group during 2025 and will be used for go-forward decisions in 2026. Performance Peer Group for 2025 PSUs Due to the limited number of direct industry competitors that are publicly traded 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. The group consists of 18 companies, two of which are also compensation peers (Vulcan Materials and Martin Marietta Materials).
Pay and Peer Group
| Company | Market Capitalization (as of December 31, 2025) ($B)(i) | | Vinci | 82.0 | | Holcim | 55.7 | | Saint Gobain | 50.5 | | Heidelberg Materials | 46.8 | | Vulcan Materials | 37.7 | | Martin Marietta Materials | 37.6 | | ACS | 27.1 | | Mastec | 17.2 | | Cemex | 16.7 | | Carlisle Companies | 13.4 | | Masco | 13.2 | | Skanska | 11.5 | | Advanced Drainage Systems | 11.3 | | Owens Corning | 9.2 | | Eagle Materials | 6.6 | | Construction Partners | 6.1 | | Fortune Brands Innovations | 6.0 | | Knife River | 4.0 |
Pay and Peer Group
Note: (i)Market capitalization figures derived from Bloomberg. CRH PROXY STATEMENT 2026
as They Relate to Risk Management
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 share price performance.
Timing of Equity Grants
Timing of Equity Grants The Company’s equity compensation practices include consistent policies and procedures with respect to the timing, structure, and process for the grant of equity-based awards, including for purposes of annual equity grants to our NEOs. The grant date of annual equity awards to our NEOs is generally shortly after the release of CRH’s results for the prior year. Equity awards are not spring-loaded or otherwise timed to take advantage of material non-public information.
Employment Agreements
Employment Agreements Each of our NEOs has entered into a written employment agreement with the Company. For a more complete description of the Company’s obligations under the NEOs’ employment agreements in the event of a termination of employment or change in control, see the section below titled “Payments Upon Termination or in Connection with a Change in Control” on pages 74 to 76.
Employment Agreement
Employment Agreement
with Mr. Mintern
with Mr. Mintern Mr. Mintern’s employment agreement became effective on August 6, 2025 (as amended from time to time, the ‘Mintern Employment Agreement’). It provides for compensation generally in the form of (1) annual base salary, including a taxable pension cash adjustment equal to 10% of annual base salary, (2) an annual target bonus opportunity of 150% of base salary, with a maximum bonus of 300% of base salary, (3) an annual equity incentive 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, and (4) participation in CRH benefit plans and programs. The Mintern Employment Agreement contained restrictive covenants which provided that Mr. Mintern would not compete with CRH, nor solicit its customers or employees for a period of 12 months (or nine months in the case of the non-compete) after the termination of employment, less the number of weeks Mr. Mintern was placed on garden leave pursuant to the Mintern Employment Agreement.
Employment Agreement
Employment Agreement
Employment Agreement
Employment Agreement
Employment Agreement
Employment Agreement
Employment Agreement
Employment Agreement
Employment Agreement
Employment Agreement
Summary Compensation Table
Summary Compensation Table The table below summarizes the total compensation paid to or earned by each of the NEOs in 2025 and, in the case of Mr. Mintern, includes compensation earned for the 2023 and 2024 fiscal years, and, in the case of Messrs. Lake, Buckley and Creech, includes compensation earned for the 2024 fiscal year.
Summary Compensation Table
| 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 ($) | | Jim Mintern Chief Executive Officer | 2025 | 1,750,000 | – | 12,041,637 | – | 3,622,500 | 170,762 | 256,909 | 17,841,808 | | | 2024 | 1,000,219 | – | 3,144,924 | – | 1,315,488 | – | 230,174 | 5,690,805 | | | 2023 | 963,518 | – | 3,045,382 | – | 1,156,221 | 712,490 | 158,946 | 6,036,557 | | Nancy Buese Chief Financial Officer | 2025 | 640,385 | 1,000,000 | 6,595,625 | – | 973,184 | – | 136,151 | 9,345,345 | | Randy Lake Chief Operating Officer | 2025 | 1,578,000 | – | 5,556,252 | – | 2,722,050 | 75,840 | 340,019 | 10,272,161 | | | 2024 | 1,521,520 | – | 4,186,800 | – | 2,251,241 | 77,344 | 327,699 | 8,364,604 | | Peter Buckley President, International Division | 2025 | 1,042,455 | – | 2,997,735 | – | 1,582,447 | – | 270,428 | 5,893,065 | | | 2024 | 876,244 | – | 1,768,223 | – | 1,134,429 | 35,122 | 250,538 | 4,064,556 | | Nathan Creech President, Americas Division | 2025 | 1,213,000 | – | 7,644,780 | – | 1,841,334 | 30,168 | 263,297 | 10,992,579 | | | 2024 | 1,170,000 | – | 3,466,780 | – | 1,514,741 | 28,611 | 256,474 | 6,436,606 | | Alan Connolly Former Interim Chief Financial Officer | 2025 | 597,720 | 200,000 | 1,262,300 | – | 494,913 | – | 235,254 | 2,790,187 |
Summary Compensation Table
Notes: 1.As an FPI in fiscal year 2023, the Company was required to provide executive compensation disclosure on an individual basis only for Mr. Mintern in accordance with the requirements of Form 20-F. 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 for fiscal year 2024. 2.The amounts in column (c) reflect the base salary payments made to the NEOs during the fiscal year. The salaries for Mr. Buckley and Mr. Connolly were set and paid in euro in each of the years listed above and have been converted to U.S. Dollars using the average Bloomberg composite rate for the applicable year, where relevant. The salary for Mr. Mintern was also set and paid in euro in 2023 and 2024 and converted to U.S. Dollars using the average Bloomberg composite rate for the applicable year. The currency conversion results in apparent fluctuations in base salary from one year to the next. 3.In addition to the amounts earned under the 2025 Annual Incentive Plan, details of which are described on pages 59 to 60, the amounts in column (d) include the one- time cash bonus payments to Ms. Buese ($1,000,000) in connection with her appointment as Chief Financial Officer in May 2025 and to Mr. Connolly ($200,000) to reflect his service as Interim Chief Financial and to recognize the support for transition of the role to Ms. Buese and is subject to continued employment 4.The amounts in column (e) reflect the aggregate grant date fair value of awards made in the year reported, determined in accordance with FASB ASC Topic 718 (without any assumption for early forfeiture), of PSU and RSU awards, which are described in more detail on pages 60 to 61. The amounts also include one-time RSU grants with grant date fair values equal to (i) $2,000,000 to Ms. Buese in connection with her appointment as Chief Financial Officer, (ii) $3,000,000 to Mr. Creech, further details of which are included on page 61 and (iii) $300,000 to Mr. Connolly following his service as Interim Chief Financial Officer. The amount in column (e) includes PSU awards based on an estimate of the expected value multiplied by the target number of shares comprising an award. Valuing the maximum number of PSU awards granted in 2025, the payout of which will be determined in February 2028 based on the Company’s performance in 2025-2027, the amounts reported above for 2025 are as follows: Jim Mintern:$13,904,010 Nancy Buese:$5,432,488 Randy Lake:$5,840,126 Peter Buckley:$3,191,821 Nathan Creech:$4,753,504 Alan Connolly:$1,184,355 Assumptions used in the calculation of these amounts are included in note 16 to the audited financial statements for the fiscal year ended December 31, 2025, included in CRH’s 2025 Annual Report filed with the SEC on February 18, 2026. 5.The amounts in column (g) for 2025 reflect the cash earned by the NEOs in 2025 and to be paid in 2026 under the annual bonus arrangements discussed in further detail on pages 59 to 60. 6.The amounts in column (h) do not represent increased benefit accruals, but reflect changes in the actuarial valuations of legacy benefits accrued by the NEOs as participants in a contributory defined benefit plan. This disclosure aligns with SEC reporting requirements and reflects updates to assumptions and variations in the interest rates used to calculate the present values of these legacy benefits. As a result of past changes in Irish pension legislation, Mr. Mintern ceased accruing benefits under this plan in 2013, opting instead to receive a supplementary taxable non-pensionable cash supplement in lieu of pension benefits. Mr. Mintern’s cash supplement is limited to 10% of salary. These cash supplements are captured in column (i) above. Nil has been reported in column (h) where results equaled a negative value. 7.The amounts shown in column (i) for fiscal year 2025 reflect allowances, benefits and perquisites paid by the Company as follows: CRH PROXY STATEMENT 2026
Summary Compensation Table
| | Jim Mintern ($) | Nancy Buese ($) | Randy Lake ($) | Peter Buckley ($) | Nathan Creech ($) | Alan Connolly ($) | | Car Expenses/Car Allowances | — | — | 12,000 | 22,545 | 14,400 | 12,854 | | Health Allowances/Health Checks | 3,607 | — | — | 12,960 | — | 5,467 | | Death & Disability Insurance Premiums | 4,099 | 8,074 | 11,395 | 8,871 | 6,297 | 3,548 | | 2025 Pension Allowance | 175,000 | — | — | — | — | 211,888 | | 401(k) Matching/Pension Contributions | — | — | 17,500 | — | 17,500 | — | | Supplemental Executive Retirement Plan Contributions | — | 128,077 | 298,100 | — | 225,100 | — | | Security Costs* | 74,203 | — | 1,024 | 6,058 | — | — | | Mobility/Overseas Working Allowance (including Housing, Utilities, Resettlement and Other Allowances) | — | — | — | 199,799 | — | — | | Tax Support/Tax Gross-Ups | — | — | — | 20,193 | — | 780 | | Other Allowances (including Professional Subscriptions) | — | — | — | — | — | 717 |
Summary Compensation Table
Notes: * The security costs reported reflect the third-party costs paid by CRH in connection with the provision of security at private residences. CRH considers these Company- incurred costs as reasonable and necessary business expenditures as a result of the individual’s employment by CRH, but is reporting these amounts as compensation in accordance with applicable SEC rules. CRH PROXY STATEMENT 2026
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table details the grants of plan-based awards in 2025 to our NEOs:
Grants of Plan-Based Awards
| Grants of plan-based awards in 2025 | | | | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | | | Estimated Future Pay-outs Under Non- Equity Incentive Plan Award | | | Estimated Future Pay-outs Under Equity Incentive Plan Awards | | | All other Share Awards: Number of Shares or Share Units (#) | Grant Date Fair value of Share and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jim Mintern | | | | | | | | | | | Annual Bonus - Cash | 02/10/2025 | — | 2,625,000 | 5,250,000 | — | — | — | — | — | | Annual Bonus - Deferred Shares | 03/03/2025 | — | — | — | — | — | — | 6,771 | 676,849 | | 2025 Equity Incentive Plan - RSUs | 05/13/2025 | — | — | — | — | — | — | 44,955 | 4,412,783 | | 2025 Equity Incentive Plan - PSUs | 05/13/2025 | — | — | — | 33,717 | 67,433 | 134,866 | — | 6,952,005 | | Nancy Buese | | | | | | | | | | | Annual Bonus - Cash | 05/12/2025 | — | 704,423 | 1,408,846 | — | — | — | — | — | | 2025 Equity Incentive Plan - RSUs (Annual) | 05/13/2025 | — | — | — | — | — | — | 17,565 | 1,724,180 | | 2025 Equity Incentive Plan - RSUs (Appointment) | 05/13/2025 | — | — | — | — | — | — | 21,956 | 2,155,201 | | 2025 Equity Incentive Plan - PSUs | 05/13/2025 | — | — | — | 13,174 | 26,347 | 52,694 | — | 2,716,244 | | Randy Lake | | | | | | | | | | | Annual Bonus - Cash | 02/10/2025 | — | 1,972,500 | 3,945,000 | — | — | — | — | — | | Annual Bonus - Deferred Shares | 03/03/2025 | — | — | — | — | — | — | 7,830 | 782,732 | | 2025 Equity Incentive Plan - RSUs | 05/13/2025 | — | — | — | — | — | — | 18,882 | 1,853,457 | | 2025 Equity Incentive Plan - PSUs | 05/13/2025 | — | — | — | 14,162 | 28,324 | 56,648 | — | 2,920,063 | | Peter Buckley | | | | | | | | | | | Annual Bonus - Cash | 02/10/2025 | — | 1,146,701 | 2,293,401 | — | — | — | — | — | | Annual Bonus - Deferred Shares | 03/03/2025 | — | — | — | — | — | — | 3,892 | 389,108 | | 2025 Equity Incentive Plan - RSUs | 05/13/2025 | — | — | — | — | — | — | 10,317 | 1,012,717 | | 2025 Equity Incentive Plan - PSUs | 05/13/2025 | — | — | — | 7,740 | 15,480 | 30,960 | — | 1,595,911 | | Nathan Creech | | | | | | | | | | | Annual Bonus - Cash | 02/10/2025 | — | 1,334,300 | 2,668,600 | — | — | — | — | — | | Annual Bonus - Deferred Shares | 03/03/2025 | — | — | — | — | — | — | 5,268 | 526,605 | | 2025 Equity Incentive Plan - RSUs (Annual) | 05/13/2025 | — | — | — | — | — | — | 15,369 | 1,508,621 | | 2025 Equity Incentive Plan - RSUs (Retention) | 05/13/2025 | — | — | — | — | — | — | 32,934 | 3,232,801 | | 2025 Equity Incentive Plan - PSUs | 05/13/2025 | — | — | — | 11,527 | 23,054 | 46,108 | — | 2,376,752 | | Alan Connolly | | | | | | | | | | | Annual Bonus - Cash | 02/10/2025 | — | 358,632 | 717,263 | — | — | — | — | — | | 2025 Equity Incentive Plan - RSUs (Annual) | 05/13/2025 | — | — | — | — | — | — | 3,831 | 376,051 | | 2025 Equity Incentive Plan - RSUs (Transition) | 06/23/2025 | — | — | — | — | — | — | 3,270 | 294,071 | | 2025 Equity Incentive Plan - PSUs | 05/13/2025 | — | — | — | 2,872 | 5,744 | 11,488 | — | 592,178 |
Grants of Plan-Based Awards
Notes: 1.For each NEO, the amounts shown in columns (c), (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. 2.The amounts shown in columns (f), (g) and (h) also reflect the threshold, target and maximum, respectively, levels of PSU awards payable if the performance measurements are satisfied in the period 2025-2027. These awards are discussed under the heading “2025 Awards” on pages 60 to 61. 3.The amounts in column (i) reflect, where relevant, the portion of the 2024 annual bonus that was deferred into shares for each of Mr. Mintern, Mr. Lake, Mr. Buckley and Mr. Creech under the 2014 DSBP. The amounts also include: (i) each NEO’s annual RSU award, details of which are described on pages 60 to 61; (ii) in the case of Ms. Buese, a one-time RSU award received in connection with her appointment as Chief Financial Officer, which will vest 50% in 2026 and 50% in 2027; (iii) in the case of Mr. Creech, a one-time RSU award relating to his support with the leadership transition and his efforts to drive continued performance and growth in the Americas, which will vest 100% in 2028; and (iv) in the case of Mr. Connolly, a one-time RSU award, which will vest 50% in 2026 and 50% in 2027 to recognize the support for transition of the role to Ms. Buese, in each case, subject to continued employment; and 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 $103.10. CRH PROXY STATEMENT 2026
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows, for each of our NEOs, information with respect to the unexercised share options (columns (d), (e), (f) and (g)), share unit awards (columns (h) and (i)) that have not vested, and equity incentive plan awards (columns (j) and (k)) outstanding on December 31, 2025.
Outstanding Equity Awards at 2025 Fiscal Year-End
| Outstanding Equity Awards at 2025 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) | Option Price | Option Exp. Date | Number of Shares or Units that have not Vested (2) | Market Value of Shares or Units 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) | | Jim Mintern | | | | | | | | | | | | 2022 PSP | 05/03/2022 | 2027 | — | — | — | — | — | — | 61,785 | 7,710,745 | | 2023 DSBP | 03/07/2023 | 2026 | — | — | — | — | 14,372 | 1,793,626 | — | — | | 2023 PSP | 03/07/2023 | 2028 | — | — | — | — | — | — | 51,460 | 6,422,266 | | 2024 DSBP | 03/05/2024 | 2027 | — | — | — | — | 9,816 | 1,225,011 | — | — | | 2024 PSP | 03/05/2024 | 2029 | — | — | — | — | — | — | 30,676 | 3,828,305 | | 2025 DSBP | 03/03/2025 | 2028 | — | — | — | — | 6,813 | 850,286 | — | — | | 2025 RSU | 05/13/2025 | 2026 | — | — | — | — | — | — | 68,141 | 8,504,018 | | 2025 RSU | 05/13/2025 | 2027 | — | — | — | — | 15,142 | 1,889,768 | — | — | | 2025 RSU | 05/13/2025 | 2028 | — | — | — | — | 15,142 | 1,889,768 | — | — | | 2025 PSU | 05/13/2025 | 2028 | — | — | — | — | 15,142 | 1,889,768 | — | — | | Nancy Buese | | | | | | | | | | | | 2025 PSU | 05/13/2025 | 2028 | — | — | — | — | — | — | 26,624 | 3,322,637 | | 2025 RSU | 05/13/2025 | 2026 | — | — | — | — | 5,916 | 738,378 | — | — | | 2025 RSU | 05/13/2025 | 2027 | — | — | — | — | 5,916 | 738,378 | — | — | | 2025 RSU | 05/13/2025 | 2028 | — | — | — | — | 5,916 | 738,378 | — | — | | 2025 RSU | 05/13/2025 | 2026 | — | — | — | — | 11,093 | 1,384,443 | — | — | | 2025 RSU | 05/13/2025 | 2027 | — | — | — | — | 11,093 | 1,384,442 | — | — | | Randy Lake | | | | | | | | | | | | 2022 RSS | 04/07/2022 | 2027 | — | — | — | — | 65,758 | 8,206,598 | — | — | | 2023 DSBP | 03/07/2023 | 2026 | — | — | — | — | 17,064 | 2,129,525 | — | — | | 2023 PSP | 03/07/2023 | 2026 | — | — | — | — | — | — | 73,767 | 9,206,077 | | 2024 DSBP | 03/05/2024 | 2027 | — | — | — | — | 11,240 | 1,402,739 | — | — | | 2024 PSP | 03/05/2024 | 2027 | — | — | — | — | — | — | 42,713 | 5,330,535 | | 2025 DSBP | 03/03/2025 | 2028 | — | — | — | — | 7,879 | 983,301 | — | — | | 2025 PSU | 05/13/2025 | 2028 | — | — | — | — | — | — | 28,621 | 3,571,957 | | 2025 RSU | 05/13/2025 | 2026 | — | — | — | — | 6,360 | 793,740 | — | — | | 2025 RSU | 05/13/2025 | 2027 | — | — | — | — | 6,360 | 793,740 | — | — | | 2025 RSU | 05/13/2025 | 2028 | — | — | — | — | 6,360 | 793,740 | — | — | | Peter Buckley | | | | | | | | | | | | 2023 PSP | 03/07/2023 | 2026 | — | — | — | — | — | — | 24,187 | 3,018,494 | | 2024 PSP | 03/05/2024 | 2027 | — | — | — | — | — | — | 22,912 | 2,859,385 | | 2025 DSBP | 03/03/2025 | 2028 | — | — | — | — | 3,917 | 488,814 | — | — | | 2025 PSU | 05/13/2025 | 2028 | — | — | — | — | — | — | 15,643 | 1,952,193 | | 2025 RSU | 05/13/2025 | 2026 | — | — | — | — | 3,475 | 433,694 | — | — | | 2025 RSU | 05/13/2025 | 2027 | — | — | — | — | 3,475 | 433,694 | — | — | | 2025 RSU | 05/13/2025 | 2028 | — | — | — | — | 3,475 | 433,694 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
CRH PROXY STATEMENT 2026
Outstanding Equity Awards at 2025 Fiscal Year-End
| Nathan Creech | | | | | | | | | | | | 2023 DSBP | 03/07/2023 | 2026 | — | — | — | — | 9,863 | 1,230,901 | — | — | | 2023 PSP | 03/07/2023 | 2026 | — | — | — | — | — | — | 64,172 | 8,008,644 | | 2024 DSBP | 03/05/2024 | 2027 | — | — | — | — | 7,564 | 943,951 | — | — | | 2024 PSP | 03/05/2024 | 2027 | — | — | — | — | — | — | 37,158 | 4,637,296 | | 2025 DSBP | 03/03/2025 | 2028 | — | — | — | — | 5,301 | 661,544 | — | — | | 2025 PSU | 05/13/2025 | 2028 | — | — | — | — | — | — | 23,296 | 2,907,354 | | 2025 RSU | 05/13/2025 | 2026 | — | — | — | — | 5,177 | 646,065 | — | — | | 2025 RSU | 05/13/2025 | 2027 | — | — | — | — | 5,177 | 646,065 | — | — | | 2025 RSU | 05/13/2025 | 2028 | — | — | — | — | 5,177 | 646,065 | — | — | | 2025 RSU | 05/13/2025 | 2028 | — | — | — | — | 33,280 | 4,153,328 | — | — | | Alan Connolly | | | | | | | | | | | | 2023 PSP | 03/07/2023 | 2026 | — | — | — | — | — | — | 18,752 | 2,340,243 | | 2024 PSP | 03/05/2024 | 2027 | — | — | — | — | — | — | 10,990 | 1,371,495 | | 2025 PSU | 05/13/2025 | 2028 | — | — | — | — | — | — | 5,804 | 724,379 | | 2025 RSU | 05/13/2025 | 2026 | — | — | — | — | 1,290 | 161,043 | — | — | | 2025 RSU | 05/13/2025 | 2027 | — | — | — | — | 1,290 | 161,043 | — | — | | 2025 RSU | 05/13/2025 | 2028 | — | — | — | — | 1,290 | 161,043 | — | — | | 2025 RSU | 06/23/2025 | 2026 | — | — | — | — | 1,645 | 205,334 | — | — | | 2025 RSU | 06/23/2025 | 2027 | — | — | — | — | 1,645 | 205,334 | — | — |
Outstanding Equity Awards at 2025 Fiscal Year-End
Notes: 1.The vesting date for PSP and PSUs generally occurs in March of the relevant year and is subject to confirmation by the Committee. RSUs typically vest on the anniversary of the date of grant. 2.The amounts shown in columns (h) reflect (i) the number of outstanding awards under the Company’s 2014 DSBP, including adjustments for dividends accrued in the period since the date of grant; and (ii) the number of outstanding RSU awards, including adjustments for dividends accrued in the period since the date of grant, granted to each NEO. 3.The amounts shown in column (j) reflect the number of outstanding PSP and PSU awards (assuming maximum vesting), including adjustments for dividends accrued since the date of grant. 4.The market value of these has been estimated using a share price of $124.80, the closing share price of the Company’s Ordinary Shares on the NYSE on December 31, 2025.
Option Exercises and Shares Vested
Option Exercises and Shares Vested The table below shows on an aggregated basis for each of the NEO information on (i) the exercise of options for the purchase of CRH shares; and (ii) the vesting of shares, including deferred shares and PSP awards, during the last completed fiscal year.
Option Exercises and Shares Vested
| Option Exercises and Shares Vested | | | | | | (a) | (b) | (c) | (d) | (e) | | | Option Awards | | Share Awards | | | | Number of Shares Acquired on Exercise | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting | Value Realized on Vesting ($) | | Jim Mintern, Chief Executive Officer | — | — | 8,554 | 855,143 | | Nancy Buese, Chief Financial Officer | — | — | — | — | | Randy Lake, Chief Operating Officer | — | — | 134,937 | 13,696,796 | | Peter Buckley, President, International Division | — | — | 27,278 | 2,791,358 | | Nathan Creech, President, Americas Division | — | — | 60,563 | 6,179,934 | | Alan Connolly, Former Interim Chief Financial Officer | — | — | 22,298 | 2,281,754 |
Option Exercises and Shares Vested
Notes: 1.The amounts shown in column (d) represents the number of shares vested under CRH’s 2014 DSBP and 2014 Performance Share Plan. 2.The amounts shown in column (e) have been calculated by multiplying the number of units vested by the closing price of CRH shares on the date of vesting. CRH PROXY STATEMENT 2026
Pension Benefits
Pension Benefits The following table provides information regarding pension benefits for our NEOs for fiscal year 2025.
Pension Benefits
| Pension Benefits | | | | | | (a) | (b) | (c) | (d) | (e) | | Name | Plan Name | Number of years credited service | Present value of accumulated benefit ($) | Payments during last fiscal year ($) | | Jim Mintern, Chief Executive Officer (1) | Roadstone Group Pension Scheme | 19.98 | 2,835,454 | — | | | SE Pension Scheme | 1.70 | 1,304,900 | — | | Peter Buckley, President, International Division (2) | Roadstone Group Pension Scheme | 7.25 | 113,860 | — | | | Pension Plan 1 | 7.00 | 178,229 | — | | Alan Connolly, Former Interim Chief Financial Officer | Roadstone Group Pension Scheme | 19.15 | 1,756,592 | — | | | SE Pension Scheme | 2.78 | 919,548 | — |
Pension Benefits
Notes: 1.The Irish Finance Act 2006 established a cap on pension provisions by introducing penalty tax charges on pension entitlements above a certain level. 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 2025 is 1.875% of salary above €18,475 (2025), 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 of December 31, 2025 and, as the pension benefit arrangements for each of the NEOs listed are set in euro, have been converted into U.S. Dollars using the average Bloomberg composite exchange rate for 2025. The amount in column (d) reflects the valuation method and use the assumptions that are included in note 20 to the Company’s audited financial statements for the fiscal year ended December 31, 2025, included in the 2025 Annual Report. CRH PROXY STATEMENT 2026
2025 Nonqualified Deferred Compensation
2025 Nonqualified Deferred Compensation Ms. Buese, Mr. Lake and Mr. Creech participate in the CRH Americas, Inc. Supplemental Executive Retirement Plan (the ‘SERP’) on the same terms as other participants in the SERP. The SERP, which is an unfunded, nonqualified deferred compensation plan, provides supplemental savings benefits to selected officers and key employees of CRH Americas which are not otherwise payable or cannot otherwise be provided under formulas provided by CRH Americas’ tax-qualified plans due to limitations imposed by the Code. The SERP supplements the savings and retirement contributions that CRH Americas makes under CRH’s U.S. tax-qualified 401(k) Plan to provide a combined benefit totaling up to 20% of a participant's base salary. For participants employed on the last day of the calendar year, CRH Americas credits the participant’s account with an amount that, together with any matching or profit-sharing contribution under the 401(k) Plan, does not exceed 20% of the participant’s base salary. Annually, participant’s accounts are credited with interest using a notional interest rate as outlined in the plan document. Participants are vested in their account balances after completing five years of service. Participants may elect a lump sum distribution or annual installment payments of up to five years, provided that a participant who separates from service before reaching retirement age (which, for purposes of the SERP is 55) will receive a lump sum distribution. The following table provides information regarding the nonqualified deferred compensation plan benefits for Ms. Buese, Mr. Lake and Mr. Creech for fiscal year 2025.
2025 Nonqualified Deferred Compensation
| 2025 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 ($) | Aggregate Balance at Last FY End ($) | | Nancy Buese, Chief Financial Officer | — | 128,077 | — | — | 128,077 | | Randy Lake, Chief Operating Officer | — | 298,100 | 232,527 | — | 4,107,967 | | Nathan Creech, President, Americas Division | — | 225,100 | 92,496 | — | 1,740,619 |
2025 Nonqualified Deferred Compensation
Notes: 1.The amounts shown in column (c) reflect the amount contributed by the Company in 2025. These amounts are also included in the “All Other Compensation” column in the “Summary Compensation Table” on page 67. 2.The amounts shown in column (d) reflect the amount accrued in 2025 from interests or other earnings. The above market interest rate earnings are also included in the “Change in Pension Value and Non-qualified Compensation Earnings” column in the “Summary Compensation Table” on page 67 as follows: Nancy Buese: $nil; Randy Lake: $75,840; Nathan Creech: $30,168. CRH PROXY STATEMENT 2026
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, incentive compensation and benefits programs. The amounts in the table below are calculated as if the events occurred as of December 31, 2025 and assumes that the price of CRH’s shares is the closing price as of December 31, 2025 ($124.80).
Death and Disability Benefits Under Insurance Policies and Employment Agreements
t in lieu. Death and Disability Benefits Under Insurance Policies and Employment Agreements Messrs. Mintern and Connolly are both entitled to death and disability payments pursuant to the terms of their employment agreements. In the event of death, each of Messrs. Mintern and Connolly is entitled to payment of three times his then current base salary (for a termination on December 31, 2025, these payments would total $5,250,000 and $1,793,159, respectively). In the event of disability, each of Messrs. Mintern and Connolly is entitled to receive 2/3 of his then current base salary less the state disability pension, in each case, subject to the terms of the applicable insurance policy (for a termination on December 31, 2025, these payments would total $1,166,667 and $398,480, respectively). Ms. Buese and Messrs. Lake and Creech are entitled to death and disability payments under the Company’s applicable insurance policies. In the event of death, each of Ms. Buese and Messrs. Lake and Creech is eligible for a target coverage of $5,000,000, provided through a combination of the Company’s group term life insurance plans and individual policies paid by the Company. In the event of a termination due to disability, under the applicable executive disability insurance programs, Ms. Buese is entitled to monthly disability payments until age 65 (for a termination on December 31, 2025, these payments would total $3,573,500) and each of Messrs. Lake and Creech is entitled to monthly disability payments until age 65 plus additional monthly disability payments for the lesser of 60 months or until age 67 (for a termination on December 31, 2025, these payments would total $4,639,350 and $8,637,400, respectively). Mr. Buckley is entitled to death and disability payments under the Company’s insurance policy maintained for Dutch employees. In the event of a termination due to death or disability, Mr. Buckley is entitled to payments equal to two times his then current base salary (for a termination on December 31, 2025, this payment would be $2,084,910). CRH PROXY ST
Payments Upon Termination or in Connection with a Change of Control
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, 2025 termination date and, where applicable, using the closing price on December 31, 2025 ($124.80).
Payments Upon Termination or in Connection with a Change of Control
| Maximum Value of Payments | | | | | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Name | Benefit or Payment | Resignation With Good Reason or Involuntary Termination Without Cause Absent a Change in Control ($) | Resignation With Good Reason or Involuntary Termination Without Cause in Connection with a Change In Control ($) | Disability ($) | Death ($) | Retirement ($) | | (1) Jim Mintern | Cash Payments | — | 16,747,500 | — | — | — | | (2) | Unvested PSUs | 2,834,673 | 16,630,826 | 16,630,826 | 8,504,018 | 2,834,673 | | (3) | Unvested RSUs | 1,206,345 | 5,669,303 | 5,669,303 | 5,669,303 | 5,669,303 | | (4) | Health & Welfare Benefits | — | — | — | — | — | | (1) Nancy Buese | Cash Payments | 2,317,992 | 3,662,800 | — | — | — | | (2) | Unvested PSUs | 1,107,546 | 3,322,637 | 3,322,637 | 3,322,637 | 1,107,546 | | (3) | Unvested RSUs | 1,355,116 | 4,984,018 | 4,984,018 | 4,984,018 | 4,984,018 | | (4) | Health & Welfare Benefits | 49,450 | 74,175 | — | — | — | | (1) Randy Lake | Cash Payments | 5,523,000 | 5,523,000 | — | — | — | | (2) | Unvested PSUs | 1,190,652 | 15,350,658 | 15,350,658 | 3,571,957 | 1,190,652 | | (3) | Unvested RSUs | 506,689 | 8,519,307 | 8,519,307 | 2,381,221 | 2,381,221 | | (4) | Health & Welfare Benefits | 50,322 | 50,322 | — | — | — | | (1) Peter Buckley | Cash Payments | — | — | — | — | — | | (2) | Unvested PSUs | 650,731 | 6,462,890 | 6,462,890 | 1,952,193 | 650,731 | | (3) | Unvested RSUs | 276,852 | 1,301,083 | 1,301,083 | 1,301,083 | 1,301,083 | | (4) | Health & Welfare Benefits | — | — | — | — | — | | (1) Nathan Creech | Cash Payments | 3,881,600 | 3,881,600 | — | — | — | | (2) | Unvested PSUs | 969,118 | 13,154,061 | 13,154,061 | 2,907,354 | 969,118 | | (3) | Unvested RSUs | 1,296,187 | 6,091,522 | 6,091,522 | 6,091,522 | 6,091,522 | | (4) | Health & Welfare Benefits | 45,915 | 45,915 | — | — | — | | (1) Alan Connolly | Cash Payments | — | — | — | — | — | | (2) | Unvested PSUs | 241,460 | 3,728,193 | 3,728,193 | 724,379 | 241,460 | | (3) | Unvested RSUs | 210,814 | 893,798 | 893,798 | 893,798 | 893,798 | | (4) | Health & Welfare Benefits | — | — | — | — | — |
Payments Upon Termination or in Connection with a Change of Control
Notes: 1.For Mr. Mintern, the amounts in column (d) reflect a termination of employment in the event he resigns within 24 months of a Change in Control if such Change in Control has resulted or will result in certain diminution of position, authority, duties or responsibilities, reduction in certain compensation elements or a requirement to relocate more than 50 miles from his principal place of employment, in each case, as further described above. 2.As of December 31, 2025, Mr. Buckley is retirement eligible under the 2025 Equity Incentive Plan. 3.The amounts in row (4) reflect payments of COBRA premiums for medical, dental, and vision coverage.
Non-management Director Compensation
Non-management Director Compensation Details of the compensation paid to non-management Directors in 2025 are set out on page 23.
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How do I submit director nominees