CRH 10-K/A 2023-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

AMENDMENT NO. 1

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to Commission File Number: 001-32846

CRH public limited company (Exact name of registrant as specified in its charter)

Ireland			98-0366809
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

Stonemason’s Way, Rathfarnham, Dublin 16, D16 KH51, Ireland +353 1 404 1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:			Trading Symbol:			Name of Each Exchange on Which Registered:
Ordinary Shares of €0.32 each 6.40% notes due 2033			CRH CRH/33A			New York Stock Exchange New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒Yes ☐ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. ☐Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒			Accelerated filer			☐
Non-accelerated filer			☐			Smaller reporting company			☐
Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☒Yes ☐ No

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐Yes ☒ No

The aggregate market value of the voting shares held by non-affiliates of the registrant, computed by reference to the closing price as reported on the New York Stock Exchange, as of the last business day of CRH plc’s most recently completed second fiscal quarter (June 30, 2023), was $40,589,313,781. CRH plc has no non-voting common equity.

As of February 15, 2024, the number of outstanding ordinary shares was 690,357,372.

Documents Incorporated by Reference: None

EXPLANATORY NOTE

CRH plc (together with its consolidated subsidiaries, the “Company”, “CRH”, the “Group”, “we”, “us” or “our”), a corporation organized under the laws of the Republic of Ireland, is a foreign private issuer in the United States for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company voluntarily has chosen to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K with the United States Securities and Exchange Commission (SEC) instead of filing on the reporting forms available to foreign private issuers.

The Company also files a notice of meeting and proxy statement for its 2024 Annual General Meeting prepared in accordance with applicable Irish and UK requirements (the “Notice and Proxy Statement”). As the Notice and Proxy Statement is not filed pursuant to Regulation 14A, the Company is not permitted to incorporate by reference information required by Part III of its Form 10-K from the Notice and Proxy Statement. The Company filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Annual Report on Form 10-K”) on February 29, 2024. In reliance upon and as permitted by Instruction G(3) to Form 10-K, the Company is filing this Amendment No. 1 on Form 10-K/A (the “Form 10-K Amendment”) in order to include in the Annual Report on Form 10-K the Part III information not previously included therein.

The Company has also included the information in this Form 10-K Amendment as part of its Notice and Proxy Statement, which the Company is furnishing on a Form 8-K on the date hereof.

No attempt has been made in this Form 10-K Amendment to modify or update the other disclosures presented in the Annual Report on Form 10-K, and this Form 10-K Amendment does not reflect events occurring after the filing of the Annual Report on Form 10-K except as otherwise noted. Accordingly, this Form 10-K Amendment should be read in conjunction with the Annual Report on Form 10-K and the Company’s other filings with the SEC. The Company undertakes no obligation to update any statements contained in the Annual Report on Form 10-K, this Form 10-K Amendment or the documents incorporated by reference therein or herein for revisions or changes after the filing date of the Annual Report on Form 10‐K or this Form 10-K Amendment, other than as required by law.

References to U.S. GAAP mean the accounting principles generally accepted in the United States. References in this document to other documents on the Company’s website are included only as an aid to their location, and information on the Company’s website does not form part of, and is not incorporated by reference into, this Form 10-K Amendment.

TABLE OF CONTENTS

Part III						PAGE
Item 10			Directors, Executive Officers and Corporate Governance			6
Item 11			Executive Compensation			18
Item 12			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			41
Item 13			Certain Relationships and Related Transactions, and Director Independence			43
Item 14			Principal Accountant Fees and Services			45
Part IV
Item 15			Exhibit and Financial Statement Schedules			46
Signatures						48

CRH Form 10-K/A 4

Forward Looking Statements – Safe Harbor Provisions Under The Private Securities Litigation Reform Act Of 1995

In order to utilize the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, CRH is providing the following cautionary statement.

This document contains statements that are, or may be deemed to be, forward-looking statements with respect to the financial condition, results of operations, business, viability and future performance of CRH and certain of the plans and objectives of CRH. These forward-looking statements may generally, but not always, be identified by the use of words such as “will”, “anticipates”, “should”, “could”, “would”, “targets”, “aims”, “may”, “continues”, “expects”, “is expected to”, “estimates”, “believes”, “intends” or similar expressions. These forward-looking statements include all matters that are not historical facts or matters of fact at the date of this document.

In particular, the following, among other statements, are all forward-looking in nature: plans and expectations regarding the appointment and terms of directors and officers and the Board’s strategic priorities; plans and expectations regarding CRH’s share buyback program; plans and expectations regarding CRH’s transition to a quarterly dividend cadence; plans and expectations regarding CRH’s transition to U.S. domestic issuer status, including the nature of new governance and compensation practices and policies and the timing of their adoption; plans and expectations regarding shareholder engagement; plans and expectations regarding CRH’s decarbonization targets, sustainability- and diversity-related initiatives; and plans and expectations regarding the vesting of equity incentive awards.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and reflect the Company’s current expectations and assumptions as to such future events and circumstances that may not prove accurate. You are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of the date of this document. The Company expressly disclaims any obligation or undertaking to publicly update or revise these forward-looking statements other than as required by applicable law.

A number of material factors could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements, certain of which are beyond our control, and which include, among other factors: economic and financial conditions, including changes in interest rates, inflation, price volatility and/or labor and materials shortages; demand for infrastructure, residential and non-residential construction and our products in geographic markets in which we operate; increased competition and its impact on prices and market position; increases in energy, labor and/or other raw materials costs; adverse changes to laws and regulations, including in relation to climate change; the impact of unfavorable weather; investor and/or consumer sentiment regarding the importance of sustainable practices and products; availability of public sector funding for infrastructure programs; political uncertainty, including as a result of political and social conditions in the jurisdictions CRH operates in, or adverse political developments, including the ongoing geopolitical conflicts in Ukraine and the Middle East; failure to complete or successfully integrate acquisitions or make timely divestments; cyber-attacks and exposure of associates, contractors, customers, suppliers and other individuals to health and safety risks, including due to product failures. Additional factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those expressed by the forward-looking statements in this report include, but are not limited to, the risks and uncertainties described herein and in “Risk Factors” in Part 1, Item 1A of the Annual Report on Form 10-K.

The Company's independent auditors have not examined or performed any procedures with respect to any forward-looking information contained herein and assume no responsibility for such information.

CRH Form 10-K/A 5

PART III

Corporate Governance

The Company is committed to a high standard of corporate governance and regularly reviews its governance structures and arrangements to ensure that they meet best practices and applicable regulatory requirements.

Governance Framework

CRH Form 10-K/A 6

Board of Directors

Our Director nominees possess a range of diverse backgrounds, skills, knowledge, and experience that we believe are integral to an effective and well-functioning Board. For more information about our Director nominees, please see our Director biographies below and the summary of competencies on page 13.

Richie Boucher
Independent Chairman and Non-management Director Appointed to the Board: March 2018 Nationality: Irish Age: 65 Skills and experience: Richie has extensive experience in all aspects of financial services and was Chief Executive of Bank of Ireland Group plc between February 2009 and October 2017. He also held a number of key senior management roles within Bank of Ireland, Royal Bank of Scotland and Ulster Bank. He is a past President of the Institute of Banking in Ireland and of the Irish Banking Federation. Education: Bachelor of Arts (Economics) from Trinity College, Dublin; Fellow of the Institute of Banking in Ireland. External appointments: Current Public Directorships: Non-management Director of Kennedy-Wilson Holdings, Inc., a global real estate investment company. Current Non-Public Directorships: Non-executive Director of ClonBio Group Limited, which manufactures sustainable bio products and produces renewable energy. Former Public Directorships in the Last 5 Years: Atlas Mara plc; Eurobank Ergasias S.A. Committee membership: ADF (Chairman); COMP; NCG (Chairman); and SESR

Albert Manifold
Chief Executive and Executive Director Appointed to the Board: January 2009 Nationality: Irish Age: 61 Skills and experience: Albert joined CRH in 1998. Prior to joining CRH, he was Chief Operating Officer with a private equity group. While at CRH he has held a variety of senior positions, including Finance Director of the Europe Materials Division, Group Development Director and Managing Director of Europe Materials. He became Chief Operating Officer in January 2009 and was appointed Group Chief Executive with effect from January 1, 2014. Education: FCPA, MBA, MBS. External appointments: Current Public Directorships: Non-executive Director of LyondellBasell Industries N.V., one of the largest plastics, chemicals and refining companies in the world. Current Non-Public Directorships: Non-executive Director of Mercury Holdings Unlimited Company, a European leader in construction solutions. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF and SESR

Jim Mintern
Chief Financial Officer and Executive Director Appointed to the Board: June 2021 Nationality: Irish Age: 57 Skills and experience: Jim has over 30 years’ experience in the building materials industry, over 20 years of which have been with CRH. Jim joined CRH as Finance Director for Roadstone and since then has held several senior positions across the Group, including Country Manager for Ireland, Managing Director of each of the Western and Eastern regions of our Europe Materials Division and Chief of Staff to the Chief Executive. He was appointed to the Board and became Chief Financial Officer with effect from June 1, 2021. Education: Fellow of Chartered Accountants Ireland; Bachelor of Commerce from University College Dublin. External appointments: Current Public Directorships: Not applicable. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF

Board Committees
Acquisitions, Divestments & Finance Committee						ADF
Audit Committee						AUDIT
Nomination & Corporate Governance Committee						NCG
Compensation Committee						COMP
Safety, Environment & Social Responsibility Committee						SESR

CRH Form 10-K/A 7

Lamar McKay
Senior Independent Director and Non-management Director Appointed to the Board: December 2020 Nationality: United States Age: 65 Skills and experience: Lamar is currently non‐management Chairman of APA Corporation, an independent energy company that explores for, develops and produces natural gas, crude oil and natural gas liquids. He was, until July 2020, Chief Transition Officer of BP plc. During a 40 year career in Amoco and subsequently with BP, following the merger of the two companies, Lamar held a variety of senior executive roles, including responsibility for BP’s interests in the TNK-BP joint venture, Chairman and CEO of BP Americas (during which period he acted as President of the Gulf Coast Restoration Organization and Chief Executive Officer for BP’s worldwide Upstream Division). From April 2016 to February 2020 he was Deputy Group Chief Executive Officer of BP. Education: Bachelor of Science from Mississippi State University. External appointments: Current Public Directorships: APA Corporation. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: COMP (Chairman); NCG; and SESR

Caroline Dowling
Non-management Director Appointed to the Board: March 2021 Nationality: Irish Age: 57 Skills and experience: Caroline was, until her retirement in February 2018, a Business Group President of Flex Ltd, an industry leading Fortune 500 company, with operations in 30 countries. In this role she led the Telecommunications, Enterprise Compute, Networking and Cloud Data Centre and was also responsible for managing the Global Services Division, supporting complex supply chains. Prior to this, Caroline held a range of senior executive roles in Flex, including responsibility for development & strategy, marketing, retail & technical services and global sales. Education: Diploma in Environmental, Social and Governance from the Corporate Governance Institute External appointments: Current Public Directorships: Non-executive Director of DCC plc and IMI plc. Current Non-Public Directorships: Non-executive Director of Orion SCM, Inc., a US-based software firm. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF; AUDIT; and COMP

Richard Fearon
Non-management Director Appointed to the Board: December 2020 Nationality: United States Age: 68 Skills and experience: Richard was, until March 2021, the Vice Chairman and Chief Financial and Planning Officer of Eaton Corporation plc, a global power management company, roles he held since 2009 and 2002, respectively. He had responsibility and oversight for a number of key operational and strategic functions at Eaton, including accounting, control, corporate development, information systems, internal audit, investor relations, strategic planning, tax and treasury functions. Prior to joining Eaton, he worked at several large diversified companies, including Transamerica Corporation, NatSteel Ltd, and The Walt Disney Company. He also served as a management consultant with Booz Allen & Hamilton and The Boston Consulting Group. Education: Bachelor of Arts in Economics from Stanford University; Masters of Business Administration from Harvard Business School; and a Juris Doctor from Harvard Law School. External appointments: Current Public Directorships: Non-executive Chairman and independent director of Avient Corporation; non-management Director of Crown Holdings, Inc. and non-management Director of Waters Corporation. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Eaton Corporation plc; Hennessy Capital Investment Corp. VI. Committee membership: ADF; AUDIT*; and SESR *Audit Committee Financial Expert as determined by the Board

CRH Form 10-K/A 8

Johan Karlström
Non-management Director Appointed to the Board: September 2019 Nationality: Swedish Age: 67 Skills and experience: Johan was, until 2017, President and Chief Executive Officer of Skanska AB, a leading multinational construction and project development company. Over a thirty-year career with Skanska, he held a variety of leadership roles in Europe and America, before becoming President and Chief Executive in 2008. He also served as President and Chief Executive Officer of BPA (now Bravida), a listed mechanical and installation group from 1996 to 2000. Education: Masters degree in Engineering from the KTH Royal Institute of Technology, Sweden. External appointments: Current Public Directorships: Not applicable. Current Non-Public Directorships: Chairman of Nimlas AB. Former Public Directorships in the Last 5 Years: Sandvik AB; Skanska SB. Committee membership: ADF; COMP; and SESR

Shaun Kelly
Non-management Director Appointed to the Board: December 2019 Nationality: Dual Irish & United States Age: 64 Skills and experience: Shaun was until September 2019, the Global Chief Operating Officer of KPMG International, where he was responsible for the execution of the firm’s global strategy and for the delivery of various global initiatives. Over a thirty-year career with KPMG, the majority of which was spent in the U.S., he held a variety of senior leadership positions, including Partner in Charge, U.S. Transaction Services (2001 to 2005), Vice Chair and Head of U.S. Tax (2005 to 2010) and Vice Chair Operations and Chief Operating Officer Americas (2010 to 2015), before his appointment as Global Chief Operating Officer in 2015. Education: Fellow of Chartered Accountants Ireland and a U.S. Certified Public Accountant; Bachelor of Commerce and Diploma in Professional Accounting from University College Dublin; and an honorary doctorate from Queen’s University Belfast. External appointments: Current Public Directorships: Not applicable. Current Non-Public Directorships: Non-executive Director of Park Indemnity Limited. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF; AUDIT* (Chairman); and COMP *Audit Committee Financial Expert as determined by the Board

Badar Khan
Non-management Director Appointed to the Board: October 2021 Nationality: Dual British & United States Age: 53 Skills and experience: Badar is currently Chief Executive Officer and Director of EVgo, Inc., one of the largest public electric vehicle fast charging networks in the U.S. He was, until June 2022, President of National Grid US, a major business segment of the leading energy transmission and distribution company, National Grid plc. Prior to this, he held a variety of roles in National Grid, including responsibility for strategy and innovation. Before joining National Grid he worked at Centrica plc (2003 to 2017), a leading international energy services and solutions company, where he held a variety of senior executive positions in the UK and U.S., and has prior experience in marketing, consulting and project management. Education: Bachelor of Engineering from Brunel University and an MBA from The Wharton School of the University of Pennsylvania. External appointments: Current Public Directorships: EVgo Inc. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: ADF; AUDIT; and NCG

Gillian L. Platt
Non-management Director Appointed to the Board: January 2017 Nationality: Canadian Age: 70 Skills and experience: During the course of her executive career, Gillian held a number of senior leadership positions in a variety of industries, geographies and roles including human resources, corporate affairs and strategy. Most recently she was 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. She previously held senior executive roles at Aviva, the multinational insurance company, as Executive Vice President Human Resources and Executive Vice President Strategy and Corporate Development. Education: Bachelor of Arts from the University of Western Ontario and a Masters of Education from the University of Toronto. External appointments: Current Public Directorships: Non-management Director of Interfor Corporation, a Canadian listed company, which is one of the world’s largest providers of lumber. Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: COMP; NCG; and SESR

CRH Form 10-K/A 9

Mary K. Rhinehart
Non-management Director Appointed to the Board: October 2018 Nationality: United States Age: 65 Skills and experience: Mary is non‐management Chairman of Johns Manville Corporation, which is a leading global manufacturer of premium-quality building products and engineered specialty materials, and Lubrizol Corporation, which is a global specialty chemicals company. Over nearly 40 years with Johns Manville she held a wide range of global leadership roles, encompassing responsibility for business management and strategic business development and was also Chief Financial Officer. Mary was formerly a non‐management Director of Ply Gem Holdings Inc., a leader in exterior building products in North America and Lead Director of CoBiz Financial Inc. Education: Bachelor’s degree in Finance from the University of Colorado; MBA from the University of Denver. External appointments: Current Public Directorships: Non-executive Director of Graphic Packaging Holding Company. Current Non-Public Directorships: Non-executive Chairman of Johns Manville Corporation and Lubrizol Corporation, both Berkshire Hathaway companies. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: COMP; NCG; and SESR (Chairman)

Siobhán Talbot
Non-management Director Appointed to the Board: December 2018 Nationality: Irish Age: 60 Skills and experience: Siobhán was, until her retirement in December 2023, Group Managing Director of Glanbia plc, a global nutrition company with operations in 32 countries. Prior to her appointment as Group Managing Director in 2013, she served as Finance Director, a role which encompassed responsibility for Glanbia’s strategic planning. Prior to joining Glanbia, she worked with PricewaterhouseCoopers in Dublin and Sydney. Education: Fellow of Chartered Accountants Ireland; Bachelor of Commerce; and a Diploma in Professional Accounting from University College Dublin. External appointments: Current Public Directorships: Not applicable. Current Non-Public Directorships: No applicable. Former Public Directorships in the Last 5 Years: Glanbia plc. Committee membership: ADF; AUDIT*; and NCG *Audit Committee Financial Expert as determined by the Board

Christina Verchere
Non-management Director Appointed to the Board: March 2023 Nationality: Dual British and United States Age: 52 Skills and experience: Christina, is Chief Executive Officer of OMV Petrom S.A. (OMVP), a position she has held since 2018. OMVP is the largest integrated energy company in Southern and Eastern Europe and is active across the energy value chain from oil and gas production to power generation and supply. Prior to joining OMVP, Christina spent over 20 years working with BP plc, a leading multinational oil and gas company, where she held a variety of senior leadership positions in the UK, the U.S., Canada and Indonesia, including Regional President, Asia Pacific and Regional President, Canada. Education: Master’s Degree in Economics Science from the University of Aberdeen, Scotland. External appointments: Current Public Directorships: OMV Petrom Current Non-Public Directorships: Not applicable. Former Public Directorships in the Last 5 Years: Not applicable. Committee membership: AUDIT and SESR

Board Committees
Acquisitions, Divestments & Finance Committee						ADF
Audit Committee						AUDIT
Nomination & Corporate Governance Committee						NCG
Compensation Committee						COMP
Safety, Environment & Social Responsibility Committee						SESR

CRH Form 10-K/A 10

Global Leadership Team****1

Albert Manifold
Chief Executive See biography on page 7.

Jim Mintern
Chief Financial Officer See biography on page 7.

Randy Lake
Chief Operating Officer Age: 58 Skills and experience: Randy joined CRH in the Americas in 1996 and has held several senior operating positions across multiple CRH businesses, initially in Architectural Products, then in Materials. In 2008, he was appointed President of our Americas Materials Performance group and subsequently led the launch of our Building Solutions business. Prior to his current appointment, Randy served as President of Americas Materials from 2012 to 2020 and Group Executive, Strategic Operations from 2020 to 2021. Randy is actively involved in the Materials industry in North America and served as Chairman of the U.S. National Stone, Sand & Gravel Association in 2018. Education: BS (Business Administration), MBA

Peter Buckley
President, Europe Division Age: 58 Skills and experience: Peter joined CRH in 2009 as Country Manager, China. Since then, he has held a variety of Senior Vice President roles across Asia-Pacific, Europe Materials East, Ash Grove Cement and UK & Ireland. He was President of Europe West prior to taking up his current role in 2024. Before joining CRH, Peter held various management positions globally in the paper and packaging industry. Education: BComm

Nathan Creech
President, Americas Division Age: 48 Skills and experience: Nathan joined CRH in the Americas in 2011. Prior to joining CRH, he held various operating and strategy roles in the building materials industry. At CRH, he has served in a number of business development and executive leadership roles, including Vice President U.S. Strategy & Development, Senior Vice President, Central Division of Americas Materials and most recently as President of CRH’s Building Envelope business. Nathan was appointed President of Building Products in 2021 and President of our new Americas Division in January 2023. Education: BS (Business), MBA

Bob Feury
Chief Culture & People Officer Age: 61 Skills and experience: Bob joined CRH in 1996 with the acquisition of his family’s business, Allied Building Products, which later became Americas Distribution. Upon the divestment of Americas Distribution in 2018, he served as Executive Vice President of Strategy and Development for CRH’s Building Products Division. In 2023, Bob joined CRH’s Global Leadership Team on his appointment as Chief Culture & People Officer (CCPO), a new role established to elevate strategic focus on culture and people. Education: BS (Finance and Financial Management Services)

Isabel Foley
Group General Counsel Age: 63 Skills and experience: Isabel joined CRH in 2020 in the newly created role of Group General Counsel. Isabel was previously a partner at Arthur Cox, one of Ireland's top-tier law firms, and is recognized globally as a leader in her field. She has advised State entities, multinationals and domestic corporations, and their boards, on business-critical risk, exposure and litigation arising from transactions and disputes as well as regulatory compliance and competition issues. Isabel is also an accredited mediator and an experienced and active mentor. Education: BCL, Law Society of Ireland, CEDR Accredited Mediator

John Lydon
Director of Development Age: 51 Skills and experience: John joined CRH’s Global Leadership Team in November 2022, in the new role of Director of Development, John spent over 20 years in the investment banking industry, working with leading corporates in Europe, Asia and North America with J.P. Morgan and Deutsche Bank covering M&A, capital markets and strategic advisory. Immediately prior to CRH, he was Head of Capital Markets at Davy, Ireland’s largest wealth manager and corporate adviser. Education: BBL (Business and Law), MFin

Juan Pablo San Agustín
Group Executive, Strategic Planning, Innovation and Venturing Age: 55 Skills and experience: Juan Pablo joined CRH in October 2020. He has over 25 years' experience working in the building materials industry across the Americas and Europe. His areas of expertise cover strategic planning, M&A, venture capital, digital innovation, and marketing. Immediately prior to CRH, he served as EVP of Strategic Planning and New Business Development at CEMEX, a Mexico-based multinational building materials company. Education: BS, MBA

Philip Wheatley
Chief Growth Officer Age:49 Skills and experience: Philip re-joined CRH in the role of Chief Growth Officer in 2023. He previously worked for CRH for 16 years across a variety of roles in Corporate Development and Strategy, most recently as the Group Head of M&A. Prior to this, he held roles as the Group Strategy and Development Director, Development Director for Europe Materials and Group Development Manager. Before joining CRH, Philip held various M&A and operating roles in the financial services and building materials industries. Education: BA, ACA

1 Members of our Global Leadership Team are appointed to their roles and serve at the discretion of the Company, rather than for a specific term of office.

CRH Form 10-K/A 11

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines (the “Governance Guidelines”) as a general framework to assist the Board in carrying out its responsibility for the business and affairs of the Company. The Governance Guidelines, which are available on www.crh.com, cover the role of the Board and management, the composition of the Board, the structure, operations, duties and responsibilities of the Board. The Nomination & Corporate Governance Committee keeps these guidelines under review and recommends any changes for approval by the Board.

Board Leadership and Structure

The roles of Chairman and Chief Executive are not currently combined. The Chairman is Richie Boucher, who is an independent non-management Director. Mr. Boucher was appointed to this role in January 2020, having joined the Board in March 2018. The Chief Executive is Albert Manifold who has held this position since January 2014 and has been a Board member since January 2009.

There is a clear division of responsibilities between the roles of the Chairman and the Chief Executive, which is set out in the Governance Guidelines.

The Board has appointed a Senior Independent Director, who chairs Board and Committee meetings in the absence of the Chairman and who is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief Financial Officer. The normal term of appointment is for a period of two years, which is renewable. This position has been held by Lamar McKay since April 2022.

Tenure of Directors

All Directors serve a one-year term, except that the initial term for each Director shall run from the date of appointment until the next Annual General Meeting (AGM) and are subject to election by shareholders at each AGM.

The Board does not believe that it should limit the number of terms for which a person may serve as a Director as they develop significant insights into the Company and its operations over time. Nonetheless, the Board keeps the tenure of Directors under regular review to ensure there is an appropriate focus on Board refreshment and mix of skills and expertise relevant to the needs of the Board and the Company. Directors with long tenure are subject to a rigorous performance review.

Diversity Policy

The Board is committed to ensuring that the Board (and the Audit, Compensation and Nomination & Corporate Governance Committees) and the senior executive team is sufficiently diverse and appropriately balanced. The objective of this policy is to ensure that diversity in all its forms is a core component in the decision-making process for Board renewal and management succession. In its work in the area of Board renewal and succession planning, the Nomination & Corporate Governance Committee looks at the following four criteria when considering Director roles:

• International business experience, particularly in the regions in which the Company operates or into which it intends to expand;

• Skills, knowledge and expertise (including education or professional background) in areas relevant to the operation of the Board;

• Diversity in all aspects, including nationality, gender, ethnicity, sexual orientation, disability, educational, professional and socio-economic backgrounds, and personal strengths; and

• The need for an appropriately sized Board.

During the ongoing process of Board renewal, each, or a combination, of these factors can take priority.

To date, the Board has not set any policy regarding age.

It is the policy of the Board that there is regular refreshment of the Board’s Committees, which ensures to the extent possible that the overall experience and diversity of the Directors is reflected in 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.

Process for selection of Non-management Directors

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, tenure and skills of existing Board members.

			Non-management Director Appointment Process
			•Non-management Director recruitment processes are supported by an external recruitment agent; •A skills matrix is maintained to identify particular skills that would enhance the Board or which might need to be replaced following planned Board retirements. The composition and skills of the Board is also reviewed as part of the annual Board evaluation process; •Potential candidate lists are collated based on specifications agreed following input from the Nomination & Corporate Governance Committee; •The Nomination & Corporate Governance Committee reviews candidate lists and selects individuals for interview; and •Once a preferred candidate is identified other members of the Board are invited to meet with them prior to formal consideration of their appointment to the Board.

Board Evaluation

The Nomination & Corporate Governance Committee is responsible for conducting an annual review of Board effectiveness, the composition of the Board in the context of the skills, knowledge, experience and diversity required, the operation and performance of the Chairman, the Board and its Committees, and the effectiveness of Board communications. The Senior Independent Director, who is a member of the Nomination & Corporate Governance Committee, is generally delegated responsibility by the Nomination & Corporate Governance Committee to lead the evaluation process on its behalf. Periodically, the evaluation is supported by an external service provider.

The internal Board performance evaluation conducted in 2023 involved a series of one-to-one meetings, with a report of the feedback being considered by the Board. A number of minor suggestions were made in the report, including in relation to the structure of pre-read materials, further enhancements to the structure of discussions on strategic topics and building on the successful New York Stock Exchange (NYSE) listing.

CRH Form 10-K/A 12

Director Orientation & Continuing Education

The Chairman agrees a tailored and comprehensive induction program with each new non-management Director. New non-management Directors are provided with extensive briefing materials on the Company and its operations, the procedures relating to the Board and its Committees and their duties and responsibilities as Directors under legislation and regulations that apply to the Company.

Directors regularly receive copies of research and analysis conducted on the Company and the building materials sector, and receive relevant industry, economic and geo-political updates. Directors are provided with regular training on compliance and ethics matters, while updates in relation to other relevant matters, for example, changes in company law, are provided from time to time.

In addition, two Board site visits each year are leveraged to gain a detailed understanding of CRH’s business model and strategy. The site visits in 2023 were to operations in Poland and Canada.

Shareholder Engagement

Engagement with our investors helps us better understand their expectations for our financial and sustainability performance. Over the past 12 months, the Chairman held meetings with shareholders holding approximately 40% of CRH’s issued share capital on corporate governance matters, during which he outlined the Board’s priorities and perspectives, to ascertain shareholders' views on a wide range of topics such as:

• The NYSE listing, including detail around the transition, improvement in brand awareness and the factors that influence U.S. index inclusion;

• Our strategy in the United States and Europe and the success of our integrated solutions strategy;

• Capital allocation policies and M&A priorities;

• Succession planning, and the process being followed at the senior management level;

• Board composition, and the areas of focus for refreshment following the NYSE listing;

• The process to review our executive compensation structures; and

• Our approach to sustainability considering the differing European and United States regulatory regimes and progress towards our 2030 targets.

The feedback from these meetings was provided to the Board and relevant Committees.

Employee Engagement and Organization Culture

Members of the Nomination & Corporate Governance Committee hold a number of employee engagement sessions each year. These are a mix of in-person and virtual sessions.

The results from organizational health surveys are reported to the Board, while reports on the operation of CRH’s Hotline are reported to the Audit Committee and the Safety, Environment & Social Responsibility Committee.

Executive Succession Planning

Executive succession planning continues to be a focus for the Board. In particular, while no decisions have been made regarding timing or candidates, the Board has a well-defined process for managing Chief Executive succession in the medium-term, with plans for short-term emergency candidates if required for any circumstances.

Membership of the CRH Board

CRH is overseen by Directors with a diverse set of backgrounds, experiences and competencies which the Board feels are important to the long-term success of the Company and to drive further value creation for the Company’s shareholders.

CRH’s Directors contribute significant experience and skills in the areas most relevant to overseeing the Company’s business and strategy, including experience in building materials or similar capital intensive industries; global markets; strategy; M&A; safety and sustainability; and IT & Cybersecurity. The competency table below is intended to depict notable areas of focus for each Director, and not having a mark does not mean that a particular Director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience and oversight responsibilities.

Summary of Director Competencies
			Accounting, Internal Control & Financial Expertise			Financial Services			Governance			M&A			Building Materials or Capital Intensive Industry Experience			IT & Cyber-security			Talent Management			Compensation			Safety & Sustainability (including Climate Change)			Strategy			Global Experience
R. Boucher						▲			▲			▲									▲			▲						▲
C. Dowling									▲			▲						▲			▲			▲			▲			▲			▲
R. Fearon			▲			▲			▲			▲			▲			▲									▲			▲			▲
J. Karlström									▲			▲			▲						▲			▲			▲			▲			▲
S. Kelly			▲						▲			▲						▲			▲			▲						▲			▲
B. Khan									▲						▲			▲									▲			▲
A. Manifold			▲						▲			▲			▲						▲						▲			▲			▲
J. Mintern			▲									▲			▲			▲									▲			▲			▲
L. McKay									▲			▲			▲			▲						▲			▲			▲			▲
G.L. Platt									▲												▲			▲			▲			▲
M.K. Rhinehart			▲						▲			▲			▲						▲			▲			▲			▲			▲
S. Talbot			▲						▲			▲									▲						▲			▲			▲
C. Verchere			▲									▲			▲						▲						▲			▲			▲

CRH Form 10-K/A 13

Committees of the Board

The Board has established five permanent Committees to assist in the execution of its responsibilities:

• Acquisitions, Divestments & Finance;

• Audit;

• Compensation;

• Nomination & Corporate Governance; and

• Safety, Environment & Social Responsibility.

Ad hoc Committees are formed from time to time to deal with specific matters.

The responsibilities of each of the Board’s Committees, which are summarized below, are set out in detail in their respective charters and which are available on the CRH website, www.crh.com.

Acquisitions, Divestments & Finance Committee

Chairman			Members			Primary Responsibilities
Richie Boucher			Caroline Dowling Richard Fearon Johan Karlström Shaun Kelly Badar Khan Albert Manifold Jim Mintern Siobhán Talbot			•Consider and approve acquisitions and divestitures and large capital expenditure projects up to agreed limits; •Consider, at the request of management, the financial requirements of the Company and to agree with management appropriate funding arrangements; •Consider and make recommendations to the Board in relation to the issue and buyback of shares and debt instruments and on the Company’s financing arrangements, as appropriate; •As required, consider and make recommendations to the Board in relation to dividend levels on the Ordinary Shares; •Keep the Board advised on the financial implications of Board decisions in relation to acquisitions; •Approve guarantees related to bank financing provided by CRH plc up to certain limits; •Assist management, at their request, in considering any financial or taxation aspect of the Company’s affairs; and •Review the Company’s insurance arrangements.
						Summary of Principal Activities in 2023
						The Committee met four times during 2023, with the key areas of focus being the consideration and approval of a number of acquisitions and divestitures, which further enhance the Company’s integrated solutions strategy.

CRH Form 10-K/A 14

Audit Committee

Chairman			Members			Primary Responsibilities
Shaun Kelly*			Caroline Dowling Richard Fearon* Badar Khan Siobhán Talbot* Christina Verchere ALL INDEPENDENT *Financial Experts under relevant SEC rules			•Monitor the integrity of the financial statements of the Company, its periodic filings under the Exchange Act, its annual report and financial statements prepared in accordance with Irish company law, preliminary results’ announcements, and any other formal announcement relating to its financial performance, reviewing, and reporting to the Board on, significant financial reporting issues and judgements which they contain, having regard to the matters communicated to it by the auditor. Monitor the audit of the financial statements; •Review and discuss the Company’s annual and audited financial statements, quarterly financial statements and SEC filings that contain such financial statements with management and the independent auditor, including reviewing the Company’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in its annual and quarterly periodic filings with the SEC; •Keep under review the effectiveness of the Company’s internal financial controls and the internal control and risk management systems and review and approve statements to be included in the Annual Report concerning internal control and risk management; •Establish procedures for; (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, or other violations of the Company’s Code of Business Conduct; •Review the Company’s arrangements for its employees to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters and review the Company’s procedures and systems for detecting fraud and preventing bribery; •Keep under review the adequacy of the Company’s compliance function; •Monitor and review the effectiveness of the internal audit function; •Review the effectiveness of the audit process and the independence and objectivity of the external auditors. Develop and monitor the policy on non-audit services to be provided by the external auditor. Approve the compensation and terms of engagement of the external auditor. Make recommendations to the Board in relation to the appointment or removal of the external auditor; and •Report to the Board on how it has discharged its responsibilities.
						Summary of Principal Activities in 2023
						The Committee met six times during 2023, with the key areas of focus being the following: •Considering the impact of CRH's transition to a primary listing on the NYSE, and the related move to quarterly reporting, on the Company's financial reporting and internal control processes; •Recommended to the Board that it approve the interim and full year results statements and the 2022 Annual Report and Form 20-F; •Reviewed and discussed with management and Deloitte the Company's reporting on climate-related risks, including the impact on the Company's accounting judgments, disclosures and financial statements, and their alignment with CRH's carbon emissions reduction targets; •Reviewed management's impairment testing methodology and processes, including key judgment areas, assumptions and alignment with our carbon emissions reduction targets; •Having received confirmation of their willingness to continue in office, recommended to the Board Deloitte's continuance in office for the 2024 financial year. Their continuance will be subject to a non-binding advisory vote at the 2024 AGM; •Approved the Internal Audit Charter and audit plan for 2023; •Received regular updates from the Head of Internal Audit on the delivery of the 2023 internal audit plan; and •Reviewed an assessment by management of the effectiveness of the Company’s risk management and internal control systems. This had regard to risk management strategies and all material controls, including financial, operational and compliance controls that could affect the Company’s business.

CRH Form 10-K/A 15

Compensation Committee

Chairman			Members			Primary Responsibilities
Lamar McKay			Richie Boucher Caroline Dowling Johan Karlström Shaun Kelly Gillian Platt Mary Rhinehart ALL INDEPENDENT			•Making recommendations to the Board with respect to the compensation and incentive compensation and equity-based plans for executive officers (other than the Chief Executive) that are subject to Board approval; •Being directly responsible for reviewing and approving corporate goals and objectives relevant to compensation of the Chief Executive, evaluating his or her performance in light of those goals and objectives, and determining and approving the Chief Executive’s compensation level; •Determining (in his or her absence) the total individual compensation package of the Chairman; •Being exclusively responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for any compensation consultants who advise the Committee, and for obtaining reliable, up-to-date information about compensation in other comparable companies; •Approving the design of, and determining the financial and non-financial targets for, any short-term performance-related pay schemes operated by the Company and approve the total annual payments made under such schemes. The Committee shall additionally review the design of all long-term share incentive plans for approval by the Board and shareholders, as applicable; and •Preparing such reports and other disclosure as may be required by applicable law and regulation to be prepared by the Committee, including disclosure required under Item 407(e)(5) of Regulation S-K and disclosure required to be prepared by the Committee for inclusion in the Company’s annual proxy statement.
						Summary of Principal Activities in 2023
						The Committee met six times during 2023, with the key areas of focus being the following: •Considered and approved salary increases for the Executive Directors, see page 21 for more details; •Considered and approved the vesting and grant of awards under the Company’s short-term and long-term share incentive schemes, see page 21 for more details; and •Considered and approved updates to the Executive Directors service contracts.

Nomination & Corporate Governance Committee

Chairman			Members			Primary Responsibilities
Richie Boucher			Badar Khan Lamar McKay Gillian Platt Mary Rhinehart Siobhán Talbot ALL INDEPENDENT			•Identifying and nominating for the approval of the Board (i) candidates to fill Board vacancies as and when they arise, and (ii) Board nominees to stand for re-election as directors at the annual or, as applicable, special meeting of shareholders; •Reviewing the independence of each Director and making recommendations to the Board regarding independence; •Considering succession planning for Directors and senior executives; •Keeping under review the leadership needs of the Company, both management and non-management, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace; •Approving the terms of reference for any external person or agency engaged to facilitate the evaluation of Board performance and overseeing the annual performance evaluation process of Company management and of the Board, including its Committees; •Developing, and recommending to the Board, corporate governance guidelines applicable or appropriate to the Company and keeping under review corporate governance developments; •Through the Chairman of the Board or through the Chairman of the Committee, ensuring that the Company maintains contact as required with its principal shareholders about corporate governance matters; •Reviewing the disclosures and statements made in reports to shareholders on corporate governance contained in CRH’s required regulatory disclosures; and •Reviewing and determining whether to approve any proposed transaction or ratify any transaction involving the Company and a related person which would be required to be disclosed under the rules of the SEC.
						Summary of Principal Activities in 2023
						The Committee met four times during 2023, with the key areas of focus being the following: •Reviewed and monitored the structure, size, composition and balance of skills on the Board; •Recommended the appointment of Ms. C. Verchere to the Board - see page 10 for details of Ms. Verchere’s skills and expertise; •Recommended various updates in relation to the memberships of the Board’s Committees; •Considered and recommended to the Board the approval of CRH’s Governance Guidelines following CRH’s transition to a primary listing on the NYSE during 2023; and •In conjunction with the Board, overseeing the succession planning process for executives.

CRH Form 10-K/A 16

Safety, Environmental & Social Responsibility Committee

Chairman			Members			Primary Responsibilities
Mary Rhinehart			Richie Boucher Richard Fearon Johan Karlström Lamar McKay Albert Manifold Gillian Platt Christina Verchere			•Monitoring the work of management to ensure that the Company’s global health and safety policies and procedures are in line with best practice; •Reviewing and tracking performance against the Company’s targets in the areas of health, safety, environment and social responsibility; •Monitoring management’s strategies and action plans relating to health and safety, the environment and social responsibility, including inclusion and diversity programs; •Keeping under review developments in health and safety, the environment and social responsibility that may impact the Company; •Reviewing, at least annually, the Safety, Environment and Social Responsibility performance of the Company and reporting to the Board on any significant trends or developments; •Reviewing the findings resulting from audits of safety and environment performance across the Company; •Reviewing management’s implementation of recommendations to improve performance in areas under the responsibility of the Committee; •As agreed with management, making periodic visits to locations worldwide in order to become familiar with the nature of the operations; and •Reviewing and approving any reports on Safety, Environment and Social Responsibility in public documents such as the annual Sustainability Performance Report.
						Summary of Principal Activities in 2023
						The Committee met five times during 2023, with the key areas of focus being the following: •Reviewed and monitored CRH’s sustainability and climate-related targets, actions and performance; and •Considered and approved the publication of the 2022 Sustainability Performance Report and the inclusion of sustainability disclosures in the 2022 Annual Report on Form 20-F.

Meeting Attendance

Each of our current Directors attended over 75% of the meetings of our Board and the Committees on which they served as a regular member during 2023. There were a total of 13 Board meetings held during 2023. Overall attendance at Board and Committee meetings during 2023 was over 96% for our Directors as a group.

Directors are also expected to attend the AGM. All Directors, with the exception of Christina Verchere, who had a diary conflict predating her appointment to the Board, attended the AGM held on April 27, 2023.

Code of Business Conduct

Our culture as a company is built on our commitment to uphold the CRH values. At CRH, our values unite us in the way we work, every day, all over the world. They are the foundation of our culture — they show what’s important to us and are central to our success as a company.

At CRH, we do the right things in the right way, with respect for one another and for the law. This has always been our approach and as we continually reshape and improve our business, the one thing that will never change is our character – that combination of integrity, honesty and dependability that is a real strength of CRH.

The foundation of the Legal and Compliance program is the Code of Business Conduct (CoBC) and supporting policies, which set out our standards of legal, honest and ethical behavior. The CoBC complies with the applicable code of ethics regulations of the SEC arising from the Sarbanes-Oxley Act. The CoBC is applicable to all employees of the Company, including the Chief Executive, our Global Leadership Team and senior financial officers. A refreshed CoBC and an enhanced training module was launched during 2021 and in 2022 both the CoBC and the training module were further updated to reflect the Company's refreshed values. An electronic copy of the CoBC is available on our website, www.crh.com. Amendments to, or waivers of the provisions of, the CoBC, if any, made with respect to any of our Directors and executive officers will be posted on our website.

CRH's Internal Audit function works side-by-side with Legal and Compliance in monitoring compliance with the CoBC and supporting policies, and in providing an integrated approach to assurance. This cross-functional collaboration supports CRH's goal: to ensure CRH leads with integrity.

CRH Hotline

CRH has a Speak Up Policy which is available on www.crh.com in 22 languages. To provide guidance to reporters on our Speak Up channels and processes, Speak Up FAQs are also available to all employees in 22 languages. CRH engages an external service provider to administer an independent 24/7 multi-lingual confidential “Hotline” facility that allows reporters to make an anonymous report. CRH is committed to supporting all persons, including current, former and potential employees, customers, independent contractors, suppliers and/or other external stakeholders to raise good faith concerns that may be relevant to the CoBC, inappropriate or illegal behavior or violations of any CRH policies or local laws. Our Speak Up Policy outlines CRH’s commitment to providing various ways to speak up, handling those reports appropriately and confidentially and treating all reporters with fairness and respect to ensure they are comfortable when speaking up. All concerns are handled discreetly and are professionally investigated with appropriate actions taken based on investigation findings. CRH is committed to creating an atmosphere where employees feel empowered and feel comfortable to speak up when they have good faith concerns. The Policy also affirms our zero-tolerance approach to retaliation or any form of penalization for reporting good faith concerns pursuant to the Speak Up Policy. Both the Audit Committee and the SESR Committee receive regular updates from management on the key insights gained from the assessment of issues being raised on the Hotline as well as the responses to, and actions taken as a consequence of, issues being reported.

Shareholder Communications with the Board

Shareholders or interested parties desiring to communicate directly with the Board or with any individual Director may do so in writing addressed to the intended recipient or recipients, c/o Company Secretary, CRH plc, 42 Fitzwilliam Square, Dublin 2, D02 R279, Ireland. The Office of the Company Secretary reviews all such communications and refers relevant correspondence directly to a Director or the Board following discussion with the Chairman, as appropriate.

CRH Form 10-K/A 17

Compensation Committee Report

As a foreign private issuer, we are not required to disclose executive compensation according to the disclosure requirements applicable to U.S. domestic issuers. Accordingly, we have elected to provide disclosure of executive compensation as required by legislation applicable to companies incorporated in Ireland. However, in the context of our transition to a primary listing on NYSE during 2023, the Compensation Committee has elected to voluntarily provide certain additional executive compensation disclosures and, as such, this Compensation Discussion and Analysis (CD&A) includes certain additional new disclosures that are required of U.S. domestic issuers.

The Compensation Committee has reviewed and discussed this CD&A with management. Based on its review and discussion with management, the Compensation Committee recommended to the Board that the CD&A section be included in its Proxy Statement for its 2024 Annual General Meeting and included as part of CRH’s Annual Report on Form 10-K.

Submitted by the Compensation Committee of the Board.

Lamar McKay (Chairman)

Richie Boucher

Caroline Dowling

Johan Karlström

Shaun Kelly

Gillian L. Platt

Mary K. Rhinehart

CRH Form 10-K/A 18

Compensation Discussion & Analysis

			PAGE
Introduction			20
A message from the Compensation Committee Chairman			21
Overview of Pay Elements and Alignment to Strategy			23
Executive Compensation Philosophy and Objectives			24
Compensation Principles			24
Strong Compensation Governance (What We Do/What We Don’t Do)			25
The Role of Individual Performance			26
Shareholder Engagement & Say on Pay Results			26
Employee Engagement			26
2023 Pay Mix			27
How we implemented the Compensation Policy in respect of 2023			28
Base Salary			28
Annual Bonus Plan			28
Performance Share Plan Awards			29
Other Employee Share Schemes			31
Benefits and Perquisites			31
Retirement Benefits			31
Employment Agreements			32
Change of Control			32
Compensation Decision Process			32
Compensation Committee			32
Compensation Consultants			33
Management			33
Benchmarking Compensation and Peer Group			33
Governance Features of our Executive Compensation Programs			34
Stock Ownership Guidelines			34
Post-employment Holding Requirements			34
Anti-Hedging and Pledging Policy			34
Clawback Policy			34
Executive Compensation			35
Summary Compensation Table			35
Grants of Plan-Based Awards			36
Outstanding Equity Awards at Fiscal Year-End			37
Option Exercises and Stock Vested			38
Payments Upon or in Connection with a Change of Control			38
Non-Management Director Compensation			39
Compensation Committee Interlocks and Insider Participation			40

CRH Form 10-K/A 19

Introduction

The CD&A describes:

• the Company’s executive compensation philosophy and programs;

• how our compensation programs support our long-term strategy and the long-term interests of our shareholders;

• the Compensation Committee’s decision-making processes; and

• information about the material elements of compensation that are paid, awarded to, or earned by our Chief Executive and the Chief Financial Officer (together, the “Executive Directors”).

CRH’s Executive Directors for 2023 were:

Albert Manifold

Chief Executive and Executive Director

Jim Mintern

Chief Financial Officer and Executive Director

CRH Form 10-K/A 20

A Message from the Compensation Committee Chairman

Context and Performance in 2023 2

CRH delivered another record result in 2023, with Net Income of $3.1 billion (2022: $3.9 billion), Adjusted EBITDAof $6.2 billion,15% ahead of 2022 (2022: $5.4 billion), and EPS of $4.36 (2022: $3.58), with EPS Pre-impairment of $4.65 representing a 30% increase from prior year (2022: $3.58). CRH’s unique integrated solutions strategy, coupled with its ongoing focus on commercial and operational excellence, supported this record performance, while CRH’s strong cash generation and disciplined approach to capital allocation provides further opportunities to create value for all of its shareholders.

The total dividend per share for 2023 was increased by 5%, with the final dividend being accelerated and paid as a second interim dividend on January 17, 2024. The payment of the second interim dividend was to facilitate the Company’s transition to a quarterly dividend cadence in 2024 following our transition to a primary listing on the NYSE during 2023. As part of our ongoing share buyback program, we repurchased 54.9 million Ordinary Shares in 2023 (2022: 29.8 million) for a total consideration of $3.0 billion (2022: $1.2 billion). On December 21, 2023, the Company commenced a further tranche of $0.3 billion which completed on February 28, 2024 and the Board has extended the program with an additional $0.3 billion tranche to be completed no later than May 9, 2024. We will continue to assess our share buyback program throughout 2024, with further updates on a quarterly basis. The increase in our dividend and share buyback program in 2023 demonstrates our confidence in the outlook for our business and our continued strong cash generation.

The Company is continuing to make progress on our ambition to become a net‐zero business by 2050, with an industry-leading target of a 30% reduction in absolute carbon emissions by 2030 and continued investment in innovative technologies. Further information on these and other initiatives in areas such as water, circularity and decarbonization, and our $250 million Venturing and Innovation Fund to support the development of sustainable solutions for our customers are set out in our 2023 Annual Report on Form 10-K.

Transition to a U.S. Primary Listing

Following the overwhelming approval of shareholders, CRH transitioned to a primary listing on the NYSE during 2023.

The policies, practices and outcomes outlined in this CD&A are in line with the compensation policy approved by shareholders in 2022 (the “2022 Policy”). The 2022 Policy, which reflects the governance norms that apply to companies with a primary listing on the London Stock Exchange (LSE), was approved for a three-year period. Therefore, the Committee has determined that the 2022 Policy, a copy of which is available on the CRH website and was included in the 2021 Annual Report on Form 20-F, should remain in operation until the end of 2024.

As CRH anticipates transitioning from being a Foreign Private Issuer to U.S. domestic issuer status, our compensation structures will evolve to more closely align with U.S. practices. As part of this process, a number of updated or new policies in relation to the hedging and pledging of CRH securities have been put in place; details of which are summarized on page 34. While this CD&A has been prepared in response to the requirements applicable to an Irish-incorporated company, this CD&A also includes certain additional disclosures that are required of U.S domestic issuers. In addition, during 2024 the Committee intends to review our compensation practices and policies with the intention of developing a Board-approved compensation framework for i

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Stockholdings of Certain Owners and Management

The table below shows the total number of ordinary shares beneficially owned by (i) each of our Directors, (ii) all those known by us to beneficially own more than 5% of our Ordinary Shares and (iii) all of our Directors and executive officers as a group, as of March 8, 2024. Unless otherwise indicated, (i) each beneficial owner listed below has sole voting and dispositive power over the securities held and (ii) the address of each beneficial owner listed in the following table is c/o CRH plc, Stonemason’s Way, Rathfarnham, Dublin 16, Republic of Ireland.

Stockholdings of Certain Owners and Management (i)
Title of Class			Name and address of beneficial owner			Number of Ordinary Shares Beneficially Held			Percent of Class
Ordinary Shares			Richie Boucher			23,300			Less than 1%
Ordinary Shares			Albert Manifold			87,063			Less than 1%
Ordinary Shares			Jim Mintern			34,382			Less than 1%
Ordinary Shares			Lamar McKay			4,000			Less than 1%
Ordinary Shares			Caroline Dowling			1,000			Less than 1%
Ordinary Shares			Richard Fearon			80,000			Less than 1%
Ordinary Shares			Johan Karlström			2,000			Less than 1%
Ordinary Shares			Shaun Kelly			3,000			Less than 1%
Ordinary Shares			Badar Khan			1,000			Less than 1%
Ordinary Shares			Gillian L. Platt			1,146			Less than 1%
Ordinary Shares			Mary K. Rhinehart			1,045			Less than 1%
Ordinary Shares			Siobhán Talbot			1,550			Less than 1%
Ordinary Shares			Christina Verchere			1,000			Less than 1%
			Total Directors and Executive Officers as a Group			240,486			Less than 1%
			Greater Than 5% Beneficial Owners
Ordinary Shares			BlackRock Inc. (ii)			66,183,769			8.9%

(i) For purposes of this table “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any Ordinary Shares that such person has the right to acquire within 60 days of the date of determination.

(ii) Based on the Schedule 13G filed by BlackRock, Inc. with the SEC on January 25, 2023, BlackRock, Inc. and its subsidiaries beneficially owned an aggregate of 66,183,769 Ordinary Shares as of December 31, 2022, and BlackRock, Inc. had sole voting power over 60,481,075 Ordinary Shares and sole dispositive power over 66,183,769 Ordinary Shares. The address for BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.

CRH Form 10-K/A 41

Securities Authorized for Issuance under Equity Compensation Plans

The following table summarizes information, as of December 31, 2023, relating to our equity compensation plans pursuant to which grants of options, restricted share awards, performance share awards, deferred compensation awards or other rights to acquire our Ordinary Shares may be granted from time to time.

Plan Category			(A) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			(B) Weighted - Average Exercise Price of Outstanding Options, Warrants and Rights ($) (3)			(C) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (4)
Equity compensation plans approved by security holders (1)			10,570,250			25.06			24,095,455
Equity compensation plans not approved by security holders (2)			336,639			—			34,329,066
Total			10,906,889						58,424,521

1.Includes the Company’s 2014 Performance Share Plan and the Company’s Savings-related Share Option Schemes, each of which has been approved by the shareholders. For a description of these plans, please see pages 28 and 29.

2.Includes the 2014 Deferred Share Plan and the 2013 Restricted Share Plan, neither of which are considered “equity compensation plans” requiring shareholder approval under the rules of the NYSE. For a description of the 2014 Deferred Share Plan please see page 28. Under the rules of the 2013 Restricted Share Plan, certain senior executives (excluding executive directors) can receive conditional awards of shares.

3.The weighted average exercise price of outstanding options, warrant and rights excludes awards under the 2014 Performance Share Plan, the 2013 Restricted Share Plan and the 2014 Deferred Share Plan because they have no exercise price.

4.Under the applicable rules of the Company’s share schemes, the total number of shares allocated under the Company’s share schemes cannot exceed such number as represents 10% of the Ordinary Share capital of the Company in issue at any given time, with a 5% threshold applying under the 2014 Performance Share Plan and the remaining 5% applying to all other Plans.

CRH Form 10-K/A 42

Transactions with Related Persons

During fiscal year 2023, Extech Building Materials (Extech) made building materials purchases from certain of our wholly-owned subsidiaries in the aggregate amount of approximately $5,474,000. Extech is majority owned by the family of Robert Feury, our Chief Culture and People Officer, who owns a minority stake in Extech. Robert Feury’s father, Robert Feury Sr., is a director and part owner of Extech, his brother, Tim Feury, is Extech’s chief executive and part owner and his brother, Brian Feury, is a sales manager at Extech and part owner.

These ongoing transactions were conducted on an arm’s-length basis in the ordinary course of business and were approved in accordance with the Company’s Related Party Transactions Policy.

BlackRock, Inc. and its affiliates (together, “BlackRock”) held more than 5% of CRH’s shares during 2023. During 2023, CRH has invested an approximate daily average of $460,000,000 in a money market fund managed by BlackRock, for which BlackRock received fees of approximately $332,000 based on the amounts invested in the fund. This ongoing transaction has been conducted in the ordinary course of business and on customary terms negotiated on an arm’s-length basis, and it has been approved by the Board’s Nomination & Corporate Governance Committee in line with CRH’s policy on transactions with related persons.

Policy and Procedures for Review and Approval of Related Party Transactions

The Board has adopted a written policy and procedures for review, approval and monitoring of transactions involving the Company and related parties (including current executive officers and directors and persons who served in those roles at any time since the beginning of our most recently completed fiscal year, greater than 5% beneficial owners of the Company’s Ordinary Shares, immediate family members of such persons, related entities of such persons, and persons who may be a ‘related person’ under applicable Disclosure Guidance and Transparency Rules of the UK’s Financial Conduct Authority (the “UK DTR”) (a “Related Party”).

The policy covers transactions in which the Company or any of its controlled subsidiaries was, is or will be a participant, where the amount involved exceeds $120,000, and in which a Related Party has or will have a material interest, in addition to certain transactions or arrangements (other than in the ordinary course of business and concluded on normal market terms) that would fall within the scope of the applicable UK DTR on related party transactions (any such transaction, a “Related Party Transaction”).

Related Party Transactions must be reviewed and approved by the Nomination & Corporate Governance Committee of the Board, which will approve a transaction only if it determines that the transaction is not inconsistent with the interests of the Company and its shareholders and such transaction complies with other relevant Company policies, organizational documents and relevant requirements. If it is inappropriate for the Nomination & Corporate Governance Committee to review and consider the approval or ratification of the Related Party Transaction for reasons of conflict of interests or otherwise, then the proposed transaction will be approved by another independent body of the Board. In addition, if a proposed Related Party Transaction involves a Related Party who is a member of the Nomination & Corporate Governance Committee (or such alternate independent body considering such transaction) or an immediate family member thereof, such director may not participate in any discussion or vote regarding approval, ratification or rejection of such transaction, although such director may be counted in determining the presence of a quorum at a meeting to consider such transaction.

In considering the transaction, the Nomination & Corporate Governance Committee, or its substitute independent body, shall take into account, among other factors it deems appropriate, the following factors:

• whether the transaction was undertaken in the ordinary course of business of the Company;

• the parties thereto and the relationship of the Related Party to the Company;

• the extent, direct or indirect, of the Related Party’s interest in the transaction;

• the approximate dollar value of the amount involved in the transaction;

• the approximate dollar value of the amount of the Related Party’s interest in the transaction without regard to the amount of any profit or loss;

• whether the transaction was undertaken in the ordinary course of business of the Company;

• whether the transaction with the Related Party is proposed to be, or was, entered into on terms no less favorable to the Company than terms that would have been reached with an unrelated third party;

• the material terms of the proposed Related Party Transaction, including the purpose of, and the potential benefits to the Company of the transaction;

• the public announcement requirements that may apply under the Exchange Act or the UK DTRs;

• the importance and fairness of the transaction both to the Company and the Related Party;

• whether the Related Party Transaction could also fall within restrictions on noncash and credit transactions with directors or their connected persons under the Companies Act 2014; and

• any other information regarding the transaction or the Related Party in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transactions.

The Nomination & Corporate Governance Committee has delegated authority to the Chairman of the Committee to pre-approve or ratify certain transactions subject to the Related Party Transactions Policy. A summary of any new transactions pre-approved or ratified by the Chairman is provided to the Nomination & Corporate Governance Committee for its review at its next scheduled meeting.

CRH Form 10-K/A 43

Director Independence

Pursuant to the NYSE listing rules, in order for a Director to qualify as “independent”, the Board of Directors must affirmatively determine that the Director has no material relationship with CRH. Our Board’s guidelines for Director independence conform to the independence requirements in the NYSE listing standards.

In addition to applying these guidelines, the Board considers all relevant facts and circumstances when making an independence determination, including all relevant transactions, relationships and arrangements among Board members, their family members and the Company.

Each of our 13 Directors who served in 2023, and will stand for re-election at the 2024 AGM, were determined to be independent under the foregoing requirements, except for Albert Manifold and Jim Mintern, who were not independent pursuant to the NYSE rules because they are executives employed by CRH.

Therefore, all members of the Audit, Compensation and Nomination & Corporate Governance Committees are independent and, in addition, meet all additional applicable independence tests of the NYSE listing standards and additional standards imposed under the U.S. securities laws and the rules and regulations of the SEC.

The Nomination & Corporate Governance Committee reviews the independence of each Director annually and makes recommendations to the Board regarding independence.

CRH Form 10-K/A 44

Fees of the auditors

The Audit Committee is responsible for assessing the compensation of the independent registered public accounting firm in light of, among other things, the firm's qualifications and performance.

Deloitte Ireland LLP (Deloitte), based in Dublin, Ireland, has been the Company’s independent registered public accounting firm since April 23, 2020 (PCAOB ID No. 1193). The following table sets forth the aggregate fees for professional services rendered by Deloitte, the member firms of Deloitte Touche Tohmatsu Limited and their respective affiliates, for the periods indicated in respect of the following categories. The Company did not pay any other fees to its auditors during the periods indicated below.

Audit Fees
in $ millions						Deloitte
			For the Year Ended December 31,
			2023			2022
Audit fees (i)						32			22
Audit-related fees (ii)						2			1
Tax fees						-			-
All other fees						-			-
Total						34			23

(i)Represents the aggregate fees for professional services performed by Deloitte for the audit of our annual financial statements, internal control attestation procedures, statutory audits of our parent company and subsidiary financial statements and other services that are normally provided in connection with statutory and regulatory filings or engagements.

(ii)Represents fees for assurance and related services performed by Deloitte that are reasonably related to the performance of the audit or review of our financial statements. This includes employee benefit plan audits, agreed-upon procedures reports, and services in connection with the Company’s potential divestitures.

Pre-Approval Policies and Procedures

In order to ensure auditor independence and objectivity, the Audit Committee has adopted a policy which sets out the types of permitted and non-permitted non-audit services and those which require explicit prior approval. The policy of our Audit Committee is to pre-approve all audit and non-audit services provided by Deloitte. On an annual basis the Audit Committee will review and pre-approve the services which may be provided by the independent auditor. All of the audit and non-audit services carried out in the years ended December 31, 2023 and 2022 were pre-approved by the Audit Committee.

The fees paid to Deloitte for non-audit work in 2023, amounted to $1.7 million and represented approximately 5% of the total audit fees for the year.

The Audit Committee and the Board of Directors believe that the continued retention of Deloitte as the independent registered public accounting firm is in the best interests of the Company and its shareholders and have recommended that shareholders authorize the directors to fix the compensation of Deloitte for the fiscal year ending December 31, 2024.

CRH Form 10-K/A 45

Part IV

(a) Documents filed as part of this Report:

1. Consolidated Financial Statements

No financial statement or supplemental data are filed with this Form 10-K Amendment. See Part II, Item 8 of CRH’s Annual Report on Form 10-K.

2. Exhibits

The documents set forth below are included herein or incorporated herein by reference to the location indicated.

3.1 Memorandum and Articles of Association (incorporated by reference to Exhibit 99.1 to the current report on Form 6-K furnished September 25, 2023).

4.1 Indenture, dated as of March 20, 2002, among CRH America, Inc., CRH plc and The Bank of New York Mellon, as successor trustee to JPMorgan Chase Bank, N.A. (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-3 filed July 19, 2013).

4.2 Officer’s Certificate of CRH America, Inc. pursuant to Sections 102 and 301 of the Indenture, dated September 29, 2003, setting forth the terms of its 6.40% Notes due 2033 (incorporated by reference to Exhibit 2 to the Registration Statement on Form 8-A filed December 28, 2023).

4.3 Global Security for the 6.40% Notes due 2033 (incorporated by reference to Exhibit 3 to the Registration Statement on Form 8-A filed December 28, 2023).

4.4** Description of securities registered under Section 12 of the Exchange Act.

10.1** Multicurrency Facility Agreement, originally dated June 11, 2014, between CRH plc and National Westminster Bank plc (as Agent), as amended and restated by amendment and restatement agreements dated April 7, 2017, April 10, 2019, April 1, 2021 and May 11, 2023.

10.2** Amendment and Restatement Agreement, dated May 11, 2023, between CRH plc, Bank of America Europe Designated Activity Company (as Retiring Agent), National Westminster Bank PLC (as Successor Agent) and others.

10.3† Rules of the CRH 2021 Savings-Related Share Option Scheme - (Republic of Ireland) (incorporated by reference to Exhibit 4.2 to the registration statement on Form S-8 filed August 22, 2023).

10.4† Rules of the CRH 2021 Savings-Related Share Option Scheme - (United Kingdom) (incorporated by reference to Exhibit 4.3 to the registration statement on Form S-8 filed August 22, 2023).

10.5† Rules of the CRH plc 2014 Performance Share Plan (incorporated by reference to Exhibit 4.4 to the registration statement on Form S-8 filed August 22, 2023).

10.6† Rules of the CRH plc 2014 Deferred Share Bonus Plan (incorporated by reference to Exhibit 4.5 to the registration statement on Form S-8 filed August 22, 2023).

10.7†** Rules of the CRH plc 2013 Restricted Share Plan

10.8† Rules of the CRH 2010 Savings-Related Share Option Scheme - (Republic of Ireland) (incorporated by reference to Exhibit 4.7 to the registration statement on Form S-8 filed August 22, 2023).

10.9† Rules of the CRH 2010 Savings-Related Share Option Scheme - (United Kingdom) (incorporated by reference to Exhibit 4.8 to the registration statement on Form S-8 filed August 22, 2023).

10.10† Trust Deed and Rules, dated September 6, 1990 of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.9 to the registration statement on Form S-8 filed August 22, 2023).

10.11† Deed of Amendment, dated November 17, 2009, to the Trust Deed and Rules of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.10 to the registration statement on Form S-8 filed August 22, 2023).

10.12† Deed of Amendment, dated March 7, 2016, to the Trust Deed and Rules of the Roadstone Limited Share Participation Scheme (incorporated by reference to Exhibit 4.11 to the registration statement on Form S-8 filed August 22, 2023).

10.13† Trust Deed and Rules, dated December 18, 2019 of the CRH Finance DAC Share Participation Scheme (incorporated by reference to Exhibit 4.12 to the registration statement on Form S-8 filed August 22, 2023).

10.14† Trust Deed and Rules, dated April 8, 1997 of the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.13 to the registration statement on Form S-8 filed August 22, 2023).

10.15† Supplemental Deed, dated June 23, 1997, to the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.14 to the registration statement on Form S-8 filed August 22, 2023).

10.16† Agreement, dated June 2, 1998, regarding amendments to the CRH Group Services Limited Share Participation Scheme (incorporated by reference to Exhibit 4.15 to the registration statement on Form S-8 filed August 22, 2023).

10.17† Trust Deed and Rules, dated October 12, 1989, of the Irish Cement Limited Share Participation Scheme (incorporated by reference to Exhibit 4.16 to the registration statement on Form S-8 filed August 22, 2023).

10.18† Trust Deed and Rules, dated September 17, 1990 of the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.17 to the registration statement on Form S-8 filed August 22, 2023).

10.19† Agreement, dated November 27, 1996, regarding amendments to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.18 to the registration statement on Form S-8 filed August 22, 2023).

10.20† Deed of Amendment, dated November 18, 2009, to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.19 to the registration statement on Form S-8 filed August 22, 2023).

10.21† Deed of Amendment, dated January 7, 2019, to the Irish Shared Administration Centre Limited Share Participation Scheme (incorporated by reference to Exhibit 4.20 to the registration statement on Form S-8 filed August 22, 2023).

CRH Form 10-K/A 46

10.22† Trust Deed and Rules, dated October 26, 2018 of the Opterra Wössingen Share Participation Scheme (incorporated by reference to Exhibit 4.21 to the registration statement on Form S-8 filed August 22, 2023).

10.23† Oldcastle Materials Inc., Retirement Savings Plan, as amended on December 21, 2009 (incorporated by reference to Exhibit 99.1 to the registration statement on Form S-8 filed April 2, 2010).

10.24† Oldcastle Precast, Inc. Profit Sharing Retirement Plan and Trust, dated February 26, 1970, as amended on January 1, 2010 (incorporated by reference to Exhibit 99.2 to the registration statement on Form S-8 filed April 2, 2010).

21.1** Principal Subsidiary Undertakings.

22.1** List of Guarantors and Subsidiary Issuers of Guaranteed Securities.

23.1** Consent of Independent Registered Public Accounting Firm - Deloitte Ireland LLP.

24.1** Power of Attorney (included on signature page of Annual Report on Form 10-K filed on February 29, 2024).

31.1** Certification of Chief Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2** Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.3* Certification of Chief Executive pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.4 * Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1** Certification of Chief Executive pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of Chief Financial Officer pursuant to Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

95.1** Disclosure of Mine Safety and Health Administration (MSHA) Safety Data.

97.1** Policy Relating to Recovery of Erroneously Awarded Compensation.

101 Inline eXtensible Business Reporting Language (XBRL).

104 Cover Page Interactive Data File (formatted in iXBRL in Exhibit 101).

† Management compensation plan or arrangement.

• Filed with this Amendment No. 1 on Form 10-K/A

** Previously filed or furnished with our Annual Report on Form 10-K filed on February 29, 2024.

CRH Form 10-K/A 47

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CRH public limited company (Registrant)

/s/ Jim Mintern Jim Mintern Chief Financial Officer

Dated: March 15, 2024

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature			Title			Date
* R. Boucher			(Chairman of the Board)			March 15, 2024
/s/ Albert Manifold A. Manifold			(Chief Executive and Executive Director)			March 15, 2024
/s/ Jim Mintern J. Mintern			(Chief Financial Officer and Executive Director)			March 15, 2024
* L. McKay			(Non-management Director)			March 15, 2024
* C. Dowling			(Non-management Director)			March 15, 2024
* J. Karlström			(Non-management Director)			March 15, 2024
* S. Kelly			(Non-management Director)			March 15, 2024
* G.L. Platt			(Non-management Director)			March 15, 2024
* M.K. Rhinehart			(Non-management Director)			March 15, 2024
* B. Khan			(Non-management Director)			March 15, 2024
* R. Fearon			(Non-management Director)			March 15, 2024
* S. Talbot			(Non-management Director)			March 15, 2024
* C. Verchere			(Non-management Director)			March 15, 2024

* By:						/s/ JIM MINTERN
						J. Mintern
						Attorney-in-Fact

CRH Form 10-K/A 48