Sector: Materials
CRH PUBLIC LIMITED PLC · Meeting: May 7, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Re-election of Directors
Boucher has served since 2018; CRH's 3-year price return of 116.1% outperforms the ^GSPC (S&P 500) benchmark by +55.7pp, which is below the 65pp threshold required to trigger a vote against for strong-positive TSR companies, so no TSR trigger fires; no overboarding, attendance, or independence concerns identified.
Dowling has served since 2021; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold to trigger a vote against; no overboarding, attendance, or independence concerns identified.
Fearon has served since 2020; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold; Fearon holds seats at Avient, Crown Holdings, and Waters Corporation (3 outside boards), which is within the policy limit of 4; no independence or attendance concerns.
Karlström has served since 2019; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold to trigger a vote against; no overboarding, attendance, or independence concerns identified.
Kelly has served since 2019 and chairs the Audit Committee with confirmed financial expertise; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold; no overboarding or attendance concerns.
Khan has served since 2021; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold; Khan holds one outside board seat (EVgo) and no independence or attendance concerns are identified.
McKay has served since 2020; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold; McKay holds one outside board seat (APA Corporation) and no independence or attendance concerns are identified.
Mintern is the CEO and executive director serving since 2021; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold required to trigger a vote against; no overboarding concerns as he holds no outside public company board seats.
Platt has served since 2017; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold; Platt holds one outside public board seat (Interfor Corporation) and no attendance or independence concerns are identified.
Rhinehart has served since 2018 and brings deep building materials industry experience; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold; no overboarding, attendance, or independence concerns identified.
Talbot has served since 2018 and holds confirmed financial expertise as an Audit Committee Financial Expert; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold; no overboarding or attendance concerns identified.
Verchere joined in March 2023, giving her approximately 3 years of tenure; CRH's 3-year outperformance of +55.7pp vs the ^GSPC (S&P 500) does not reach the 65pp threshold; she holds one outside board seat (OMV Petrom) and no independence or attendance concerns are identified.
All 12 directors are recommended FOR re-election. CRH's 3-year total shareholder return of 116.1% outperforms the ^GSPC (S&P 500) benchmark by +55.7 percentage points, which is meaningful positive outperformance but falls just below the 65pp threshold that would trigger a vote against directors at a company with strong-positive absolute TSR. The board is 92% independent, all directors met the 75% attendance threshold, no director is overboarded, audit committee members have confirmed financial expertise, and no familial relationships with senior management were identified.
CEO
Jim Mintern
Total Comp
$17,841,808
Prior Support
N/A
CEO Jim Mintern received total compensation of approximately $17.8 million in 2025, his first year as CEO after a promotion from CFO — a significant step-up that the Compensation Committee explicitly tied to addressing a competitive pay gap versus U.S. peers, and which is accompanied by strong, verifiable company performance: revenues up 5%, net income up 8%, adjusted EBITDA up 11%, and the stock delivering a 35% total return in 2025. The pay structure is heavily weighted toward variable, performance-based compensation — base salary of $1.75 million represents less than 10% of total reported compensation, with the remainder in annual incentive payouts and long-term equity awards tied to multi-year cash flow, return on net assets, relative TSR, and sustainability metrics. CRH's 3-year total shareholder return of 116.1% significantly outperforms the ^GSPC (S&P 500) benchmark return of 60.4% over the same period, confirming that above-benchmark incentive payouts are aligned with strong shareholder outcomes, and the company maintains a robust clawback policy as required under applicable rules.
Auditor
Deloitte & Touche LLP
Tenure
1 yrs
Audit Fees
$29,000,000
Non-Audit Fees
$3,000,000
Deloitte U.S. was appointed as independent auditor effective February 28, 2025 — a tenure of approximately one year, well below the 25-year threshold that would raise independence concerns. Non-audit fees of approximately $2.9 million represent about 10% of total audit fees of $29 million, far below the 50% threshold that would trigger a vote against. Deloitte is a Big 4 firm fully appropriate for a $68 billion market-cap global company. No material financial restatements were identified.
CRH's 2026 annual meeting ballot is straightforward with no significant governance concerns requiring a vote against on any major proposal. All 12 directors are recommended FOR re-election given CRH's strong 3-year total shareholder return of 116.1% versus the ^GSPC (S&P 500) benchmark return of 60.4% — a +55.7pp outperformance that falls just below the 65pp trigger threshold for strong-positive TSR companies — and the auditor ratification and Say on Pay proposals both pass all policy screens with comfortable margins, reflecting Deloitte's short one-year tenure, a very low 10% non-audit fee ratio, and a CEO pay structure that is overwhelmingly performance-based and backed by record financial results.
1 companies disclosed in 2026 proxy filing
