CRH (CRH) Proxy Filing summary

Executive summary

• Achieved record financial performance in 2024: revenues up 2% to $35.6bn, net income up 15% to $3.5bn, and adjusted EBITDA up 12% to $6.9bn. Basic EPS rose 16% to $5.06, and dividend per share increased 5% to $1.40.

• Share price grew 34% in 2024, with a total shareholder return of 35.9%. Significant M&A activity included $5bn in acquisitions and $1.4bn in divestitures.

• Transitioned primary listing to NYSE, with U.S. investors now holding over 50% of shares. Ceased to be a Foreign Private Issuer as of January 1, 2025.

• CEO succession: Jim Mintern succeeded Albert Manifold as CEO effective January 1, 2025. Alan Connolly appointed Interim CFO.

Voting matters and shareholder proposals

• 12 proposals for the 2025 AGM, including re-election of 12 directors, executive compensation, frequency of say-on-pay votes, approval of a new equity incentive plan, auditor appointment, and amendments to Articles of Association.

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

• Amendments to Articles include updated advance notice for director nominations, plurality voting in contested elections, board authority to set its size, and board-determined director fees.

Board of directors and corporate governance

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

• Board committees include Audit, Compensation, Nomination & Corporate Governance, Acquisitions, and Safety, Environment & Social Responsibility.

• Annual board and committee evaluations conducted; robust succession planning and director independence reviews.

• Shareholder engagement included outreach to holders of 44% of shares, with feedback informing governance and compensation practices.