CRH (CRH) Proxy Filing summary

Executive summary

• Achieved record financial performance in 2024: revenues of $35.6bn (+2%), net income of $3.5bn (+15%), and adjusted EBITDA of $6.9bn (+12%).

• Basic EPS rose 16% to $5.06; dividend per share increased 5% to $1.40.

• Share price grew 34% to $92.52; total shareholder return of 35.9% for 2024.

• Invested $5bn in 40 acquisitions, including major deals in Texas and Australia; $1.1bn in growth CapEx.

• Returned $1.3bn via share buybacks and $1.7bn in dividends.

• Transitioned primary listing to NYSE; U.S. investors now hold over 50% of shares.

• CEO succession: Jim Mintern succeeded Albert Manifold as of Jan 1, 2025; Alan Connolly appointed interim CFO.

Voting matters and shareholder proposals

• 12 proposals for 2025 AGM: re-election of 12 directors, executive compensation (say-on-pay), frequency of say-on-pay, approval of new equity incentive plan, auditor appointment and compensation, renewal of share issuance and buyback authorities, amendments to Articles regarding director nominations, voting standards, board size, director fees, and administrative updates.

• Board recommends voting FOR all proposals and 'Annually' for say-on-pay frequency.

Board of directors and corporate governance

• Board comprises 12 experienced directors with diverse backgrounds; all seeking re-election.

• Board and committees regularly evaluated for effectiveness and independence.

• Board priorities: operational performance, strategy, capital allocation, human capital, succession, compensation, governance, and shareholder engagement.

• Board structure aligns with U.S. governance standards; Chair and CEO roles are separate.

• Shareholder engagement included meetings with holders of 26% of shares; feedback informs board decisions.