Item 11. Executive Compensation

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 implementation in 2025 that reflects CRH’s anticipated transition to U.S. domestic issuer status.

2023 Compensation

The Committee's approach to compensation and the metrics used in the compensation program to incentivize management reflect the Company’s focus on continuous business improvement, strong cash generation, efficient and disciplined capital allocation, and support the long-term performance of the Company, as further summarized on page 23. A summary of 2023 compensation for our Executive Directors is set out on page 35.

Base Salary

Salary increases for employees across the Company in 2023 were dependent on a range of factors specific to a region or business. In Ireland increases were generally 4.25%. For the Executive Directors, salary increases were 3.5% in recognition of their continued strong performance, contribution and leadership of CRH.

2023 Annual Bonus Plan

Reflecting the strong performance in 2023, the financial metrics for the annual bonus plan, which accounted for 80% of the overall opportunity, were achieved in full. The Compensation Committee also assessed that the performance of the Executive Directors against their non-financial strategic personal targets, accounting for 20% of their potential opportunity under the annual bonus plan, was at a level which warranted a maximum payout. Notwithstanding these achievements, the Compensation Committee and the Executive Directors collectively judged that in the context of the uncertain economic climate and backdrop of high inflation and high interest costs, the overall annual bonus outcome should be capped at 90% of maximum. The Board accepted this collective recommendation.

2021 Performance Share Plan Award

Performance Share Plan (PSP) Awards are made to approximately 750 executives across the organization. The PSP Award made in 2021, which was subject to performance over the three-year period to December 31, 2023, has been assessed against the Cash Flow, RONA and Total Shareholder Return (TSR) targets set by the Committee in 2021. Performance against these targets has resulted in a 100% vesting level. The award for Mr. Manifold is subject to an additional two-year holding period and will, therefore, vest in March 2026. The award for Mr. Mintern, which was granted before his appointment to the Board, is not subject to an additional holding period and vested in March 2024.

The Committee is satisfied that the 100% vesting of the award is appropriate and that the value of these awards attributed to the increase in share price over the period is due to the Company’s underlying performance.

Overall incentive outcome

The Committee is satisfied that there is a very strong alignment between the incentive outcomes outlined above for 2023 and the performance of the Company. The Committee also took into account a number of factors, including, feedback from other Committees in relation to matters such as safety performance, whether any extraneous factors outside the control of management had unduly influenced the outcome, progress in relation to strategic objectives not captured by the financial measures used for compensation purposes, and the experience of key stakeholder groups (including employees). The Committee concluded that there was no requirement to use its discretion to adjust incentive outcomes in respect of any of these matters.

*Represents a non-GAAP measure. See the discussion within 'Non-GAAP Reconciliation and Supplementary Information' on pages 38 to 40 of the Annual Report on Form 10-K. 2

CRH Form 10-K/A 21

Conclusion

2023 was another year of very strong performance for the Company and value creation for our shareholders. The Committee strongly believes there is a very close alignment between this performance and the compensation outcomes for the Executive Directors. Proposal 2 on the 2024 AGM agenda is a non-binding vote which gives shareholders the opportunity to express their views on the implementation of CRH's compensation policy in respect of 2023. Following the transition of our primary listing to the NYSE, it is intended that a resolution will be put to the 2025 AGM regarding the frequency of ‘Say on Pay’ votes.

Lamar McKay

Chairman of the Compensation Committee

March 15, 2024

2023 Compensation Snapshot
			Fixed			Performance-related Variable Compensation
Director			Salary (i)			Annual Bonus (% of Max)			2021 PSP Award (% of Max)
Chief Executive			$1,848,196			90%			100%
Chief Financial Officer			$963,518			90%			100%

(i) The salaries for the Chief Executive and Chief Financial Officer are set and paid in euro and have been converted to U.S. Dollars using the average Bloomberg composite rate for 2023.

CRH Form 10-K/A 22

Overview of Pay Elements and Alignment to Strategy

The following table summarizes the key compensation elements of our Executive Directors in 2023. A significant portion of the Executive Directors’ compensation is linked to the delivery of key business goals over the short and long-term which are critical to the execution of the Company’s strategy and the creation of shareholder value. In particular, in light of the criticality of Cash Flow and RONA to our Company’s strategy, we measure and incentivize the achievement of these metrics both annually and on a long-term basis through our annual bonus and performance share plan.

Each element of the Executive Directors’ package is described in detail in the section titled “How we implemented the Compensation Policy in respect of 2023” on page 28.

Pay Element			Delivery			Purpose			2023 Performance Measures (i)			Alignment with Strategy
Fixed
Base Salary			Cash, fixed amount paid on a monthly basis			Market competitive salary helps to attract and retain key talent			-			Reviewed annually in light of individual performance, level of responsibility, knowledge and experience, competitive market compensation practice, and pay and conditions elsewhere in the Company
Variable (At Risk)
Annual Bonus Plan			Mixture of cash and equity-based awards: •66.7% of earned bonus paid in cash •33.3% of earned bonus deferred into CRH shares for a period of 3 years			Reward the creation of shareholder value through operational excellence and organic and acquisitive growth. The Plan incentivizes Executive Directors to deliver Company and individual goals that support long-term value creation			EPS (25%)			EPS is a measure of underlying profitability
Cash Flow (30%)			Cash flow is a measure of CRH’s ability to generate cash to fund organic and acquisitive growth and provide returns to our shareholders via dividends and share buybacks
RONA (25%)			RONA is a measure of CRH's ability to create value through excellence in operational performance
Personal/Strategic Objectives (20%)			Personal/strategic objectives enable a focus on specific factors aligned with CRH's short and medium-term strategic objectives that promote long-term success
Performance Share Plan			Equity-based awards: •3-year cliff vest against selected performance metrics •2-year holding requirement for Executive Directors			Align the interests of key management across different regions and nationalities with those of shareholders through an interest in CRH shares and by incentivizing the achievement of long-term performance goals			Cash Flow (45%)			Cash flow is a measure of CRH’s ability to generate cash to fund organic and acquisitive growth and provide returns to our shareholders via dividends and share buybacks
RONA (20%)			RONA is a measure of CRH's ability to create value through excellence in operational performance
TSR (20%)			TSR is a measure of CRH's returns to shareholders through the cycle and is measured relative to our peers
Sustainability & Diversity (15%)			Sustainability is deeply embedded in all aspects of the Company's strategy and business model. We recognize the importance of decarbonization in addressing the challenges of climate change and we are fully committed to achieving our ambition to be a net-zero business by 2050. We also believe that our integrated model of value-added products and innovative solutions strategy has a key part to play in the delivery of a more resilient built environment and a more sustainable future. Furthermore, we consider that further developing the diversity of our workforce and leadership teams will positively contribute to growing shareholder value over the longer term

(i) In the case of the Performance Share Plan, the metrics for awards granted in 2021 were Cash Flow (50%), RONA (25%) and TSR (25%)

CRH Form 10-K/A 23

Executive Compensation Philosophy and Objectives

Our aim is to make sure that CRH’s pay structures are fair, responsible and competitive, in order for CRH to attract and retain executives of the caliber necessary for it to compete in all of its markets.

Our compensation structures are designed to drive performance and link reward to the responsibilities and individual contribution of executives, while at the same time reflecting the risk policies of the Company. It is our policy to grant participation in the Company’s performance-related plans to key management to encourage alignment with shareholders’ interests and to create a community of common interest among different regions and nationalities.

We also seek to ensure that our compensation structures take into account the views of other stakeholders and evolving best practice. The Board and the Compensation Committee are regularly updated on the perspectives of our employees and take these perspectives into account when making compensation decisions. In particular, the Compensation Committee has oversight of compensation policy across the Company and endeavors to keep the structure of compensation consistent as far as possible, given CRH's international footprint. In general, total compensation is more variable (and, in particular, weighted towards long-term performance) for roles with greater levels of responsibility and scope.

The Compensation Committee also takes into consideration the compensation practices of other international companies of similar size and scope and trends in executive compensation generally, in each of the regions in which the Company operates.

We are mindful of managing any conflicts of interest. The Compensation Committee approves the compensation of the Chairman and Chief Executive, while the Board approves the compensation for other executives and a committee of the Chairman and the Executive Directors approves the compensation of the non-management Directors. Therefore, no individual is involved in determining his/her own compensation arrangements.

Compensation Principles

Our executive compensation programs are designed to align the interests of our Executive Directors with our shareholders, underpinned by the following core principles.

Core Principles of our Compensation Arrangements
Alignment with Business Strategy			•Reward and motivate executives to perform in the long-term interests of shareholders; •Foster entrepreneurship within the Company by rewarding the creation of shareholder value through organic and acquisitive growth; •Provide a blend of fixed and variable compensation and short and long-term incentives linked to the delivery of key business goals over the short and long-term which are critical for the execution of the Company’s strategy; and •Reflect the risk policies and appetite of the Company.
Pay for Performance			•Ensure that there is appropriate alignment between pay and performance by delivering a significant amount of total compensation through variable short and long-term incentives linked to the delivery of key business objectives.
Shareholder Alignment			•Ensure the alignment of executive and shareholders’ interests through stock-based incentive awards linked to the delivery of key strategic objectives and the creation of shareholder value. Our Executive Directors are also subject to stock ownership guidelines.
Market Pay Competitiveness			•Ensure that compensation is market competitive, with regard to the size and complexity of the Company and the markets in which we operate, enabling the Company to recruit and retain talented executives.

CRH Form 10-K/A 24

Strong Compensation Governance (What We Do/What We Don’t Do)

Our compensation programs incorporate best practices that we believe drive performance, while mitigating risk and aligning the interests of our executives with those of our shareholders. The table below highlights the key features of our compensation practices.

Compensation Governance
What We Do
✔			Tie pay to performance by ensuring that a significant portion of Executive Director compensation is variable and performance-based
✔			Set challenging financial targets for incentive awards taking into consideration our business strategy, operating goals and the macro-environment
✔			Apply a market-based approach for determining target compensation
✔			Utilize Performance Share Plan awards for our long-term incentives
✔			Require substantial stock ownership under our stock ownership guidelines for Executive Directors
✔			Engage in risk mitigation by including balanced performance metrics in our compensation programs, clawback provisions and oversight to identify risk
✔			Prohibit transactions by our Directors and Officers intended to hedge or offset the market value of CRH stock owned by them or pledging shares
✔			Operate a robust clawback policy providing for the right to cancel or recoup incentive compensation in the event of financial restatements
✔			Consider feedback provided by our shareholders related to executive compensation matters
✔			Apply an additional two-year holding requirement on awards granted under the Performance Share Plan to our Executive Directors following the achievement of three-year performance goals
What We Don’t Do
			Provide excessive benefits or perquisites
			Permit repricing of stock options or awards without shareholder approval
			Provide excessive change of control benefits. Our Executive Directors’ compensatory arrangements do not provide for: –automatic “single-trigger” vesting on long-term incentive awards; –inclusion of long-term incentive value in the calculation of cash severance; or –tax gross-ups.
			No resetting of financial targets established at the beginning of a performance period, other than in routine cases to preserve the value of the incentive
			No guaranteed bonuses or uncapped incentive award opportunities for Executive Directors
			No payment of dividends or dividend equivalents on equity awards unless and until underlying awards vest

CRH Form 10-K/A 25

The Role of Individual Performance

Individual performance informs the decision-making in relation to Executive Director base salaries, as well as the outcome of that element of the annual bonus linked to the achievement of personal goals. The Compensation Committee considered the following achievements and accomplishments of the Executive Directors in 2023:

Individual Performance
Name			Position			Achievements/Accomplishments in 2023
Albert Manifold			Chief Executive			•Supporting and driving the transition of CRH’s primary listing to the NYSE; •Overseeing the effective delivery and implementation of the Company’s new organization structure, effective from January 1, 2023, and its significant contribution to the Company’s business performance in 2023, particularly in relation to the further development of the Company’s integrated solutions strategy; and •Working closely with the Board on the design and operation of the long-term Chief Executive succession process and the processes for senior management succession and development generally.
Jim Mintern			Chief Financial Officer			•Proactively supporting the Board's decision-making process and driving the implementation of the Company's change in primary listing to the NYSE; •Supporting the successful implementation of the divisional structure put in place in 2023 and the business leaders across the organization in leveraging the benefits of the new structure; •Supporting the continued execution of the Company’s integrated solutions strategy; and •Continuing to focus on succession planning in the finance function and the development of the talent pipeline for future leadership roles; actively fostering an environment that supports our people & culture journey and aligns with our values and entrepreneurial spirit, including being a role model in all areas of inclusion & diversity.

Shareholder Engagement & “Say on Pay” Results

We believe that it is very important to maintain open dialogue, and engage regularly, with shareholders on all aspects of compensation. This includes engagement both before and, where relevant, after votes on compensation at AGMs to understand shareholders’ perspectives on our policies and practices. We will continue to liaise with shareholders regarding compensation, as appropriate, as we transition our governance and compensation arrangements to the norms and best practices of U.S. domestic issuers with a primary listing on the NYSE.

The table below summarizes the advisory vote on the “Say on Pay” resolution at the 2023 AGM in relation to the compensation paid to the Directors and the vote at the 2022 AGM on the 2022 Policy:

Compensation-related Votes
			Year of AGM			% in Favor			% Against			% of Issued Share Capital Voted
Directors’ Compensation Report (‘Say on Pay’)(i)			2023			89%			11%			73%
Directors’ Compensation Policy			2022			90%			10%			70%

(i) The “Say on Pay” vote was conducted under the rules/requirements applicable to a LSE premium listed company and, as such, did not cover the compensation paid to “named executive officers” as required for domestic issuers under applicable U.S. provisions.

Shareholders will have an opportunity at the 2024 AGM to cast an advisory vote to approve the 2023 compensation of the Directors of CRH plc, including the Executive Directors.

Employee Engagement

The Board is regularly kept abreast of employees’ perspectives on a wide range of topics. In particular, the Compensation Committee has oversight of the compensation policy across the Company and endeavors to keep the structure of compensation consistent as far as possible. The Board, led by members of the Nomination & Corporate Governance Committee, engages annually with a cross section of employees during the year through a mixture of in-person meetings and video conference calls. These are interactive sessions, which provide an opportunity for employees to discuss with Board members a wide range of topics and for us to gain a direct insight in relation to their perspectives on CRH, including on executive compensation.

CRH Form 10-K/A 26

2023 Pay Mix

Compensation at CRH consists of fixed pay (salary, pension and benefits), short-term variable pay and long-term variable pay. A significant portion of the compensation of the Executive Directors is linked to the delivery of key business goals over the short and long-term and the creation of shareholder value. The tables below show the hypothetical values of the compensation package for the Executive Directors under three assumed performance scenarios (based on 2023 compensation, using consistent assumptions to those made to comply with UK reporting regulations in previous years). No share price growth or the payment of dividend equivalents has been assumed in these scenarios. Further details in relation to the compensation mix is included in the Compensation Policy approved by shareholders at the 2022 AGM, a copy of which can be accessed on the CRH website, www.crh.com.

Compensation Outcomes in different Performance Scenarios
Performance Scenario			Payout Level
Minimum			•Fixed pay (see table below for each Executive Director); •No bonus payout; and •Nil vesting under the Performance Share Plan.
Target performance (i)			•Fixed pay (see table below for each Executive Director); •50% annual bonus payout (112.5% of salary for the Chief Executive and 100% for the Chief Financial Officer); and •25% Performance Share Plan vesting (91.25% of salary for the Chief Executive and 62.5% for the Chief Financial Officer).
Maximum performance (at constant share prices)			•Fixed pay (see table below for each Executive Director); •100% annual bonus payout (225% of salary for the Chief Executive and 200% of salary for the Chief Financial Officer); and •100% Performance Share Plan vesting (365% of salary for the Chief Executive and 250% for the Chief Financial Officer).

(i) The current construction of the Performance Share Plan provides for vesting on a straight line basis between threshold and maximum payout. Consequently, as there is no defined "target" payout or performance, the threshold amount has been reflected in this table and the Performance-related Outcomes for 2023 table below.

Compensation Values for 2023
			Salary ($)			Benefits ($)			Pension ($) (i)			Total Fixed Pay ($)
Chief Executive			1,848,196			24,080			Nil			1,872,276
Chief Financial Officer			963,518			36,250			96,352			1,096,120

(i) See page 31 for details in relation to retirement benefit arrangements.

Performance-related Compensation Outcomes for 2023

■			Fixed Pay			■			Annual Bonus			■			Long-term Incentives

CRH Form 10-K/A 27

How we implemented the Compensation Policy in respect of 2023

Base Salary

Base salaries of the Executive Directors are set taking into account:

• the size and scope of the Executive Director’s role and responsibilities;

• the individual’s skills, experience and performance;

• salary levels at listed companies of a similar size and complexity to CRH and other international construction and building materials companies; and

• pay and conditions elsewhere in the Company.

Base salary is normally reviewed annually with changes generally effective on January 1, although the Board or the Compensation Committee may make an out-of-cycle increase if considered to be appropriate.

Salary increases of 3.5% were approved for the Chief Executive and Chief Financial Officer in respect of 2023 in recognition of their continued strong performance, contribution and leadership of CRH. The increases were set at a lower level than the increases for the wider workforce in the Executive Directors’ home jurisdiction.

The following table outlines the annual base salary of the Executive Directors in 2023 and 2022, as well as the year-over-year percentage increase in base salary.

Year-over-year change in base salary
Name			Position			2023 Salary ($)			2022 Salary ($)			Percentage Increase (i)
Albert Manifold			Chief Executive			1,848,196			1,735,275			+3.5%
Jim Mintern			Chief Financial Officer			963,518			904,649			+3.5%

(i) The salaries for Mr. Manifold and Mr. Mintern are set and paid in euro and have been converted to U.S. Dollars using the average Bloomberg composite rate for the applicable year. The percentage increase noted above is the euro percentage increase.

Annual Bonus Plan 3

CRH’s Annual Bonus Plan is designed to reward the creation of shareholder value through operational excellence and organic and acquisitive growth. The Plan incentivizes the Executive Directors to deliver Company and individual goals that support long-term value creation. A deferred element under the 2014 Deferred Share Plan (the “2014 DSBP”), whereby 33% of the earned bonus is structured as a conditional share award that will ordinarily vest after three years from grant, links the value of the Executive Directors’ reward with the long-term performance of the CRH share price and aligns the interests of the Executive Directors with those of shareholders.

At the beginning of each year, the Compensation Committee determines the target and maximum bonus payable for each Executive Director, together with the applicable performance metrics.

CRH’s Annual Bonus Plan for 2023 was based on a combination of financial targets and personal/strategic goals. The metrics for target payout, which is up to a maximum of 50% of the total annual bonus opportunity, are based on achieving the budget set by the Board in respect of each metric. The threshold level for bonus payouts in 2023 was for the achievement of 92.5% of budget, whereas maximum payout is achieved for stretch performance of 107.5% of budget. The relative weighting of the components of the 2023 plan are set out on page 29.

When setting the targets for the Annual Bonus Plan, the Compensation Committee makes assumptions regarding exchange rates and development activity. The Committee also compares the proposed targets to the outcomes for the previous year to ensure that the targets are sufficiently stretching. In this regard, it is important to note that the metrics in the plan are influenced by the economic cycle and other factors, such as ongoing portfolio management, government infrastructure spending programs and items outside of management's control and which may not continue into the next financial year.

When reviewing performance against the Annual Bonus Plan, the Compensation Committee typically makes a number of routine adjustments to the financial targets, for example, to reflect significant development activity and actual share buyback activity during the year.

The financial targets for the 2023 Annual Bonus Plan, which represent 80% of the potential bonus opportunity, were set in early 2023. As a result of the strong financial performance of the Company in 2023 and the record Adjusted EBITDA* result of $6.2 billion, the maximum target under each of the financial metrics was exceeded, resulting in a calculated payout level of 100%. Further details are set out on page 29.

The remaining 20% of the 2023 Annual Bonus Plan was linked to performance against key personal and strategic objectives. The Compensation Committee assessed the achievements under the objectives set for 2023, as outlined on page 26, and concluded that they were met to the fullest extent possible.

Notwithstanding these achievements, the Compensation Committee and the Executive Directors collectively judged that, in the context of the uncertain economic climate and backdrop of high inflation and high interest costs, the overall annual bonus outcome should be capped at 90% of maximum. The Board accepted this collective recommendation.

In determining this outcome, the Committee also took into account a number of factors, including, feedback from other Committees in relation to matters such as safety performance, whether any extraneous factors outside the control of management had unduly influenced the outcome, progress in relation to strategic objectives not captured by the financial measures used for compensation purposes, and the experience of key stakeholder groups (including employees). The Compensation Committee concluded that there was no requirement to use its discretion to adjust incentive outcomes in respect of any of these matters.

Annual bonus awards are subject to “malus” and clawback provisions for three years from the date of payment (cash awards) or grant (deferred awards).

*Represents a non-GAAP measure. See the discussion within 'Non-GAAP Reconciliation and Supplementary Information' on pages 38 to 40 of the Annual Report on Form 10-K.3

CRH Form 10-K/A 28

2023 Annual Bonus Plan – Targets & Achievement
						2023 Targets – Performance needed for payout at (i) (ii)
Measure			Weighting (% of total bonus)			Threshold			Target			Maximum			2023 Performance Achieved (iii)			Percentage of Maximum Awarded (iv)
CRH EPS (iii)			25		%	311.5c			336.7c			362.0c			462.2c			22.50		%
CRH Cash Flow (iii)			30		%	$3,443m			$3,723m			$4,002m			$4,883m			27.00		%
CRH RONA (iii)			25		%	10.6		%	11.5		%	12.3		%	14.8		%	22.50		%
Personal/Strategic			20		%										See page 26			18.00		%
Total			100		%													90.00		%

(i)0% of each element is earned at threshold, 50% at target and 100% at maximum, with a straight-line payout schedule between these points.

(ii)Targets have been adjusted to reflect the impact of the share buyback program and major development activity.

(iii)For the purposes of the Annual Bonus Plan, the EPS, Cash Flow and RONA outcomes in the table above differ from those disclosed elsewhere in the Notice and Proxy Statement and 2023 Annual Report on Form 10-K as they are based on financial reporting under International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board. In addition, the outturn achieved for 2023 excluded exceptional items which are not expected to recur such as non-cash impairment. Operating Cash Flow and RONA have been defined as reported internally. Operating Cash Flow as reported internally is calculated after deducting cash outflows on the purchase of property, plant and equipment (PP&E), adding net proceeds from the disposal of PP&E, and before deducting interest and tax payments. RONA as reported internally reflects seasonality and the timing impact of development activity.

(iv)For the reasons outlined on page 21, the Compensation Committee and the Executive Directors judged that the payout under the 2023 annual bonus plan should be capped at 90%.

The table below outlines the target bonus opportunity, the maximum bonus payable under the Annual Bonus Plan and the actual bonus paid to each Executive Director based on 2023 company and individual performance.

2023 Annual Bonus Plan – Payout
Name			Base Salary (i) ($)			Target Annual Bonus % of Salary			Target Bonus Amount ($)			Maximum Potential Bonus ($)			Actual Bonus Earned Based on 2023 Performance
Total ($)			Cash Element ($)			Deferred Shares ($)
Albert Manifold			1,848,196			112.5%			2,079,220			4,158,441			3,742,597			2,495,065			1,247,532
Jim Mintern			963,518			100.0%			963,518			1,927,036			1,734,332			1,156,221			578,111

(i)The salaries for Mr. Manifold and Mr. Mintern are set and paid in euro and have been converted to U.S. Dollar using the average Bloomberg composite rate for 2023.

Performance Share Plan Awards

The purpose and goal of our long-term equity incentive compensation program (the “2014 Performance Share Plan” or the “PSP”) is to align the interests of the Executive Directors (and key management across different regions and nationalities) with those of shareholders through an interest in CRH shares by incentivizing the achievement of long-term performance goals. Awards (in the form of conditional share awards) normally vest based on performance over a period of not less than three years. Awards for the Executive Directors are normally subject to an additional holding period ending on the fifth anniversary of the grant date.

2023 Awards

During 2023, awards under the 2014 Performance Share Plan were made to the Executive Directors.

45% of each award granted in 2023 is subject to a cumulative Cash Flow metric. The definition of cash flow, which applies to the cash metric for all PSP awards and is based on financial reporting under IFRS, is the net increase/decrease in cash and cash equivalents adjusted to exclude:

• Dividends to shareholders;

• Acquisition/investment expenditure;

• Proceeds from divestitures and movements in working capital;

• Share issues (scrip dividend, share options, other);

• Financing cash flows (new loans/repayments); and

• Foreign exchange translation.

The Compensation Committee considers that it is appropriate to make these adjustments to align with the performance targets, or to remove items that do not reflect the quality of management’s operational performance, or are largely outside of the Company’s control. The Compensation Committee may also make adjustments that may be required to cash flows, for example, as a result of acquisitions/divestitures completed during the performance period or a significant underspend or delay in budgeted capital expenditure, both ordinary and extraordinary.

20% of each award is subject to a TSR metric, with performance being measured against a tailored peer group on a market capitalization weighted basis (as described further on page 33).

20% of each award is subject to a RONA metric, a key measure used by management to assess investment opportunities and to run the business. RONA is defined as reported internally and is based on financial reporting under IFRS.

The remaining 15% of each award is subject to performance against a sustainability and diversity scorecard metric. Performance for the awards made in 2023 will be assessed over the three-year period to December 31, 2025.

CRH Form 10-K/A 29

Awards, to the extent that they vest, will be adjusted to accrue dividend equivalents based on dividends in the period from grant to the applicable date of vesting. “Malus” and clawback provisions apply to the awards.

2023 PSP Awards to Executive Directors
Name			Base Salary ($) (i)			Target as a % of salary (ii)			Target Amount ($)			Date of Grant			Market Price on which award was based ($)			No. of Shares
Albert Manifold			1,848,196			91.25		%	1,686,479			March 7, 2023			49.99			135,965
Jim Mintern			963,518			62.50		%	602,199			March 7, 2023			49.99			48,549

(i) The salaries for Mr. Manifold and Mr. Mintern are set and paid in euro and have been converted to U.S. Dollars using the average Bloomberg composite rate for 2023. These awards are also reflected in the Summary Compensation table on page 35 and the Grants of Plan-Based Awards table on page 36.

(ii) The current construction of the PSP plan provides for vesting on a straight line basis between threshold and maximum payout. Consequently, as there is no defined "target" payout or performance, the threshold amount has been reflected in this table.

2021 PSP Award – Performance Assessed 2023

In 2021, the Executive Directors were granted conditional awards under the 2014 Performance Share Plan. The awards were based on TSR (25% of the award) against a tailored group of key peers (see page 33), Cumulative Cash Flow (50% of the award) and RONA (25% of the award), and performance was measured over the three-year period January 1, 2021 to December 31, 2023. In respect of the TSR element, CRH's TSR over the period ranked in the top quartile of the tailored peer group weighted by market capitalization and warrants 100% vesting for the TSR element. In respect of the cumulative cash flow element, the actual outturn over the period was $9.5 billion (see footnote (i) to the table below), resulting in 100% vesting for the cash flow element. In respect of the RONA element, the actual outturn was 14.8% (see footnote (iii) to the table below), resulting in 100% vesting for the RONA element. The table below sets out the targets for Cash Flow and RONA set by the Committee in 2021.

When reviewing performance against the targets, the Compensation Committee considered a number of adjustments consistent with best practice, for example, to neutralize the impact of significant acquisitions and divestitures

The Compensation Committee considers that the vesting outcome is reflective of the Company’s underlying performance over the performance period. In accordance with the Policy, the 2021 award for Mr. Manifold will vest in 2026 on completion of an additional two-year holding period (subject to continued service during such period). The 2021 award for Mr. Mintern was granted prior to his appointment as Chief Financial Officer and, under the terms of the award, is not subject to an additional holding period. Accordingly, the award for Mr. Mintern vested in March 2024. Vested awards will be adjusted to accrue dividend equivalents based on dividends in the period from grant to the applicable date of vesting. The tables below set out details of the relevant targets and awards.

2021 Performance Share Plan Award Metrics

(i) Further information on how Cash Flow is calculated for PSP awards is set out on page 29. For the purposes of the 2021 Performance Share Plan, cash flow differs from that disclosed elsewhere in the Notice and Proxy Statement and 2023 Annual Report on Form 10-K as it is based on financial reporting under IFRS.

(ii) The methodology for calculating TSR assumes all dividends are reinvested on the ex-dividend date at the closing price on that day; the open and close price is based on the three-month average closing price on the last day before the start of the performance period and the final day of the performance period respectively. For the 2021 awards, TSR performance is assessed on a weighted market capitalization basis. The peer group used to assess TSR performance for the 2021 PSP award is set out on page 33.

(iii) For the purposes of the 2021 Performance Share Plan, RONA is defined as reported internally and differs from the RONA reported elsewhere in the Notice and Proxy Statement and 2023 Annual Report on Form 10-K as it is based on financial reporting under IFRS, is a pre-impairment measure, reflects seasonality and the outcome incorporates the timing impact of development activity.

(iv) For the purposes of the 2021 Award, the cumulative cash flow for the three years to end December 31, 2023 was $9.5 billion. TSR performance was in the top quartile against the tailored peer group. RONA at December 31, 2023 was 14.8%.

CRH Form 10-K/A 30

2021 Performance Share Plan Awards – Vesting Details
Name			Interests Held			Vesting Outcome (% of Max)			Interests Due to Vest			Date of Vesting			Assumed Share Price ($)(i)			Estimated Value ($)
Albert Manifold			174,794			100%			174,794			March 2026			69.16			12,088,753
Jim Mintern			33,332			100%			33,332			March 2024			69.16			2,305,241

(i) The award for Mr. Manifold, which includes the current value of dividend equivalents accrued in the period from the date of grant to December 31, 2023, is subject to a further two-year holding period and will vest in 2026. The award for Mr. Mintern, which includes the value of dividend equivalents accrued since the date of grant, is not subject to a further holding period as it was granted prior to his appointment as Chief Financial Officer and vested in March 2024. For the purposes of this table, the value of these awards has been estimated using a share price of $69.16, being the closing share price of our Ordinary Shares on December 29, 2023.

Other Employee Share Schemes

The Irish-based Executive Directors are eligible to participate in Irish Revenue approved Savings-related Option Schemes (the 'SAYE Scheme') and Share Participation Schemes (the “Participation Scheme”) on consistent terms with all other employees. The SAYE Scheme is open to all Irish and UK employees, although at present there is currently no financial services provider supporting new awards under Irish SAYE schemes following the exit from the market of the provider in 2021. Participants may save up to €500/£500 a month from their net salaries for a fixed term of three or five years and at the end of the savings period they have the option to buy CRH shares at a discount of up to 15% of the market price on the date of invitation of each savings contract. Details of the outstanding awards of the Executive Directors under the 2010 SAYE Scheme are set out on page 37. The Participation Scheme is an Irish Revenue approved plan and is open to all employees in Ireland. Grants can be made to participants up to a maximum of €12,700 annually in CRH shares. The Irish-based Executive Directors participated in the Participation Scheme in 2023.

Benefits and Perquisites

The Compensation Committee’s policy is to set benefit provision at an appropriate market competitive level taking into account market practice, the level of benefits provided for other employees in the Company, the Executive Director’s home jurisdiction and the jurisdiction in which the Executive Director is based.

Employment related benefits include the use of company cars (or a car allowance), medical insurance for the Executive Director and his/her family and life assurance.

Benefits may also be provided in relation to legal fees incurred in respect of agreeing service contracts, or similar agreements (for which the Company may settle any tax incurred by the Executive Director) and a gift on retirement.

Retirement Benefits

As disclosed in the 2022 Annual Report on Form 20-F, Mr Manifold’s contractual entitlement to compensation in lieu of pension payments ceased in August 2022 when he reached the age of 60. This entitlement replaced pension benefits foregone as a participant of a contributory defined benefit plan, following legislative changes in Ireland under the Finance Act 2006. There was no additional accrual to the legacy plan in 2023, nor did Mr. Manifold receive further contributions to or payments in lieu of pension. Changes in the actuarial present value of Mr. Manifold’s accumulated benefits under the legacy contributory defined benefit plan in 2023 are set out in the Summary Compensation Table and supporting disclosures on page 35, but do not reflect further contributions during 2023.

Jim Mintern received a taxable non-pensionable cash payment of 10% of salary in lieu of a pension contribution. This is in line with that available to the wider UK and Irish workforce, as committed to in the 2022 Policy which was approved by shareholders at the 2022 AGM.

CRH Form 10-K/A 31

Employee Agreements

The Executive Directors have entered into employment agreements with CRH, the terms of which are described below.

Executive Director Service Contracts
			Chief Executive			Chief Financial Officer
Notice Period			•12 months notice by the Company or the executive.			•12 months notice by the Company or the executive.
Expiry Date			•Indefinite duration.			•Indefinite duration.
Payments on Termination			•On lawful termination of employment, the Committee may, at its absolute discretion, make a payment in lieu of 12 months’ notice based on base salary and benefits due during that period.			•On lawful termination of employment, the Committee may, at its absolute discretion, make a payment in lieu of 12 months’ notice based on base salary, benefits and pension contribution due during that period.
			•Where the Company terminates the contract lawfully without notice then no payment in lieu of notice shall be due.			•Where the Company terminates the contract lawfully without notice then no payment in lieu of notice shall be due.
			•If, in the event of a change of control, there is a diminution in the power, duties or functions of the Chief Executive he may terminate the contract. On such termination a payment equal to one year’s compensation (being salary, benefits and vested incentive awards) will be made to the executive.
Disability			•The Chief Executive is eligible to receive long-term disability cover of 2/3 of gross annual basic salary less the state disability pension (the “Disability Cover”). If the maximum benefit payable under any insurance policy in place at the time is lower than the Disability Cover then the Company shall pay the Chief Executive the difference between any amount received and the Disability Cover for the duration of the insured claim (provided always that he is not receiving in excess of the Disability Cover at any time).			•The Chief Financial Officer is eligible to receive long-term disability cover of 2/3 of gross annual basic salary less the state disability pension (Disability Cover). If the maximum benefit payable under any insurance policy in place at the time is lower than the Disability Cover then the Company shall pay the Chief Financial Officer the difference between any amount received and the Disability Cover for the duration of the insured claim (provided always that he is not receiving in excess of the Disability Cover at any time).
Other Information			•The Company retains the ability to suspend the executive from employment on full salary and to require the executive to observe a period of “garden leave” of up to 12 months on full salary and contractual benefits.			•The Company retains the ability to suspend the executive from employment on full salary and to require the executive to observe a period of “garden leave” of up to 12 months on full salary, contractual benefits and pension contribution.

Change of Control

In the event of a change in control of the Company, the Compensation Committee will consider whether it would be appropriate for equity-based awards to be exchanged for equivalent equity-based awards with respect to the purchaser’s shares.

Unless the Compensation Committee determines otherwise, the Company’s share plans provide that in the event of a change in control of the Company:

• awards granted under the 2014 Performance Share Plan will vest taking into account the extent to which any performance condition has been satisfied and, unless the Compensation Committee determines otherwise, the period of time that has elapsed since grant and the relevant event (or if the event occurs during an applicable holding period, to the beginning of the holding period); and

• awards granted under the 2014 Deferred Share Bonus Plan may, at the discretion of the Compensation Committee, vest in full.

If the Company is wound up or there is a de-merger, de-listing, special dividend or other similar event which the Compensation Committee considers may affect the price of the Company’s shares:

• awards granted under the 2014 Performance Share Plan may, at the Compensation Committee’s discretion, vest taking into account the extent to which any performance condition has been satisfied and, unless the Compensation Committee determines otherwise, the period of time that has elapsed since the date of grant and the relevant event (or if the event occurs during an applicable holding period, to the beginning of the holding period); and

• awards granted under the 2014 Deferred Share Bonus Plan will vest to the extent the Compensation Committee determines.

Compensation Decision Process

Compensation Committee

The Compensation Committee consists of seven non-management Directors considered by the Board to be independent under applicable NYSE standards. They bring a range of experience of large organizations and public companies, including experience in the area of senior executive compensation, to enable the Committee to fulfil its role. Their biographical details are set out on pages 7 to 10.

The Compensation Committee operates under an agreed charter, a copy of which is available on the CRH website (www.crh.com), and its main focus is to:

• make 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;

• review and approve the corporate goals and objectives relevant to the 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 levels and outcomes;

• determine the total individual compensation package for the Chairman; and

CRH Form 10-K/A 32

• approve the design of, and determine 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.

In addition, the Committee:

• recommends and monitors the level and structure of compensation for senior management; and

• oversees the preparation of this CD&A.

In considering compensation levels for Executive Directors particularly, the Compensation Committee takes into account compensation trends across the Company, which has a diverse range of operations in 29 countries, in geographic regions which are often at different stages in the economic cycle. The Compensation Committee also takes into consideration feedback which the Company solicits and receives from shareholders in relation to Executive Compensation and receives advice and recommendations from other Board Committees in relation to matters within the remit of these Committees which are relevant to compensation considerations.

Compensation Consultants

In 2023, Ellason acted as the Compensation Committee's appointed independent compensation consultant. The Compensation Committee has satisfied itself that the advice provided by Ellason is robust and independent and that the Ellason engagement partner and team that provide compensation advice to the Compensation Committee do not have connections with CRH plc that may impair their independence. During 2023, Ellason provided the following compensation services:

• research and advice regarding compensation trends, best practice and compensation levels for Executive and non-management Directors in companies of similar size and complexity;

• advice in relation to compensation matters generally; and

• attendance at Compensation Committee meetings, when required.

Management

Management supports the Compensation Committee by providing information and analysis, and occasionally meets with our independent compensation consultant to discuss compensation initiatives and competitive practices.

The Chief Executive is responsible for recommending annual performance goals for each of the Chief Financial Officer and the members of the Global Leadership Team, and for conducting annual performance evaluations against such pre-established goals.

Based on performance and competitive benchmarking reports, the Chief Executive makes recommendations to the Compensation Committee for the compensation of the other senior executives.

Benchmarking Compensation and Peer Group

On an annual basis, the Compensation Committee reviews a benchmarking analysis of total compensation for our Executive Directors relative to market data. Our compensation consultant develops market data appropriate for a company of our size using a combination of peer group data and market surveys. The market data, in combination with consideration of each Executive Director’s experience, responsibilities and performance, assists the Compensation Committee in making informed, market-based decisions regarding our executive pay programs.

The Compensation Committee considered several factors in selecting our peer group, including industry, revenue size, geography and market capitalization. The Compensation Committee reviews and adjusts the peer group periodically on an as-needed basis.

CRH currently benchmarks Director compensation against multiple peer groups, to be used as a reference point in making compensation decisions. For 2023, the primary benchmark continued to be those companies comprising the 50 largest companies listed on the LSE (excluding financial services). Additional benchmarks were compiled based on CRH’s TSR peer group for purposes of the 2014 Performance Share Plan awards (see table below), as well as a defined group of U.S. listed companies of comparable scale in terms of market capitalization and revenue.

Peer Group for Performance Share Plan Awards
ACS			Cemex			Martin Marietta			Titan Cement			Vulcan Materials
Boral			Heidelberg Materials			Saint Gobain			Vicat			Wienerberger
Buzzi Unicem			Holcim			Skanska			Vinci

CRH Form 10-K/A 33

Governance Features of our Executive Compensation Programs

Stock Ownership Guidelines

The Chief Executive and the Chief Financial Officer are required to build up (and maintain) a minimum holding in CRH shares. The stock ownership guidelines for the Chief Executive and Chief Financial Officer are 3.5 times basic salary and 2.5 times basic salary, respectively, with the guidelines to be achieved by December 31, 2023 and June 1, 2024, respectively. These guidelines align with local practice in the Executive Directors’ home market.

Executive Director Shareholdings as a % of 2023 Base Salary (i)
						Guideline (% of Salary)			To be achieved by			Holdings as of February 15, 2024			Total Interests (% of Salary)
A. Manifold						350%			12/31/2023						1,240%
J. Mintern						250%			06/01/2024						391%
			■			Beneficially Owned Shares (as at February 15, 2024) Estimated after tax value of Deferred Share awards made in 2022, 2023 and 2024, as appropriate Estimated after tax value of PSP awards subject to a two-year hold period only
			■
			■

(i) For the purposes of this table, the interests have been valued using the closing share price on February 15, 2024 ($76.15).

For the purposes of determining the number of shares held by the Executive Directors, the relevant calculation will include shares beneficially owned, annual bonus awards which are deferred into shares for three years and PSP awards that have met the financial performance criteria but are subject to a two-year holding period prior to release (on a net of tax basis). The deferred share awards and PSP awards subject to a two-year holding period are not subject to any further performance criteria other than continued employment with the Company. In the event that the stock ownership guidelines are not met by the applicable deadlines, the Compensation Committee will consider what action to take at that time.

Post-employment Holding Requirements

The Chief Executive and Chief Financial Officer are required to hold shares equivalent to 2 times and 1.5 times basic salary, respectively, for a period of two years post-employment in a third-party trust. The shares will be held in trust on a rolling basis, until their employment ceases and a subsequent two-year period has elapsed.

Anti-Hedging and Pledging Policy

The Company prohibits Directors and executive officers from directly or indirectly engaging in hedging, short sales or any other derivative transaction involving the use of market investments to offset, manage the risk of, hedge or leverage movement in the market value of CRH’s Ordinary Shares.

In addition, Directors and executive officers may not, at any time, directly or indirectly pledge or otherwise encumber CRH’s Ordinary Shares as collateral for indebtedness, including by holding such shares in a margin account.

Clawback Policy

In compliance with the requirements of the Exchange Act, the rules promulgated thereunder by the SEC and the NYSE listing standards, the Company has adopted a Clawback Policy that allows the Company to recoup certain incentive-based compensation from our current and former Executive Officers under certain circumstances. A copy of the Policy, which is effective from December 1, 2023, is available as Exhibit 97.1 to the 2023 Annual Report on Form 10-K (referred to therein as the Policy Relating to Recovery of Erroneously Awarded Compensation).

CRH Form 10-K/A 34

Executive Compensation

Executive Director Compensation

The following tables show annual and long-term compensation, for services in all capacities to CRH, earned by the Executive Directors. These tables and the accompanying narratives should be read in conjunction with the CD&A section, which provides a detailed overview of the methods used by CRH to compensate the Executive Directors.

Summary Compensation Table

The table below summarizes the total compensation paid to or earned by each of the Executive Directors for 2023 and includes comparative information for the 2021 and 2022 financial years.

Summary Compensation
(a)			(b)			(c)			(d)			(e)			(f)			(g)			(h)			(i)			(j)
Name & Principal Position			Year			Base Salary ($)			Bonus ($)			Stock Awards ($)			Option Awards ($)			Non-Equity Incentive Plan Compensation ($)			Change in Pension Value and Non-qualified Compensation Earnings ($)			All other Compensation ($)			Total ($)
Albert Manifold Chief Executive			2023			1,848,196			—			7,946,373			—			2,495,065			857,367			24,080			13,171,081
2022			1,735,275			—			6,844,518			—			2,212,476			—			466,756			11,259,025
2021			1,900,035			—			7,855,468			—			2,422,545			508,274			682,181			13,368,503
Jim Mintern Chief Financial Officer			2023			963,518			—			2,970,065			—			1,156,221			712,490			132,671			5,934,965
2022			904,649			—			2,561,611			—			1,025,269			—			120,946			4,612,475
2021			848,559			—			1,666,381			—			870,607			156,028			205,065			3,746,640

1.The amounts in column (c) reflect the base salary payments made to the Executive Directors during the fiscal year. The salaries for Mr. Manifold and Mr. Mintern are set and paid in euro and have been converted to U.S. Dollars using the average Bloomberg composite rate for the applicable year. The currency conversion results in apparent fluctuations in base salary from one year to the next.

2.The amounts in column (e) reflect the aggregate grant date fair value of awards made in the year reported, determined in accordance with FASB ASC Topic 718 (without any assumption for early forfeiture), of PSP awards, which are described in more detail on pages 29 and 30. The amounts reported also include the amounts of cash bonuses earned in respect of the relevant year that are, or for 2023 will be, deferred into Deferred Shares, which is discussed in further detail on page 28. The amount in column (e) includes PSPs based on an estimate of the expected value multiplied by the maximum number of shares comprising an award. Valuing the maximum number of PSPs granted in 2023 at their grant-date face value, whose payout will be determined in February 2026 based on the Company’s performance in 2023-2025, the amounts reported above for 2023 would be as follows:

Albert Manifold: $6,745,915

Jim Mintern: $2,408,795

Assumptions used in the calculation of these amounts are included in note 17 to the audited financial statements for the fiscal year ended December 31, 2023, included in CRH’s Annual Report on Form 10-K filed with the SEC on February 29, 2024.

The amounts of cash bonus deferred into Deferred Shares in 2023 for each Executive Director are included in column (e) as follows:

Albert Manifold: $1,247,532

Jim Mintern: $578,111

3.The amounts in column (g) for 2023 reflect the cash earned by the Executive Directors in 2023 and to be paid in 2024 under the annual bonus arrangements discussed in further detail on page 28 and not deferred pursuant to CRH’s Deferred Share Plan.

4.The amounts in column (h) do not represent increased benefit accruals, but reflect changes in the actuarial valuations of legacy benefits accrued by the Executive Directors as participants in a contributory defined benefit plan. This disclosure aligns with SEC reporting requirements and reflects updates to assumptions and variations in the interest rates used to calculate the present values of these legacy benefits. As a result of past changes in Irish pension legislation, Mr. Manifold and Mr. Mintern ceased accruing benefits under this plan in 2006 and 2013, respectively, opting instead to receive a supplementary taxable non-pensionable cash supplement in lieu of pension benefits. As reported last year, Mr. Manifold’s contractual entitlement to this cash supplement ceased in August 2022. Mr. Mintern’s cash supplement is limited to 10% of salary. These cash supplements are captured in column (i) above. Nil has been reported in column (h) where results equalled a negative value.

5.The amount shown in column (i) reflects pension allowances, cash allowances for car and health insurance, benefit in kind on cars or subscriptions, and death, disability and permanent health insurance paid by the employer.

CRH Form 10-K/A 35

Grants of Plan-Based Awards

The following table details the grants of plan-based awards in 2023 to our Executive Directors.

Grants of plan-based awards in 2023
(a)			(b)			(c)			(d)			(e)						(f)			(g)			(h)			(i)			(j)
						Estimated Future Pay-outs Under Non-Equity Incentive Plan Award												Estimated Future Pay-outs Under Equity Incentive Plan Awards
Name			Grant Date			Minimum ($)			Target ($)			Maximum ($)						Minimum ($)			Target ($)			Maximum ($)			All other Stock Awards: Number of Share or Stock or Units ($)			Grant Date Fair value of Stock and Option Awards ($)
Albert Manifold
Annual Bonus - Cash			Apr 28, 2023			—			1,386,147			2,772,294						—			—			—			—			—
Annual Bonus - Deferred Shares			Apr 28, 2023			—			—			—						—			14,293			28,586			—			693,074
Performance Share Plan			Mar 7, 2023			—			—			—						33,991			33,991			135,965			—			1,674,698
Jim Mintern
Annual Bonus - Cash			Apr 28, 2023			—			642,345			1,284,691						—			—			—			—			—
Annual Bonus - Deferred Shares			Apr 28, 2023			—			—			—						—			6,623			13,246			—			321,173
Performance Share Plan			Mar 7, 2023			—			—			—						12,137			12,137			48,549			—			597,976

1.For each Executive Director, the amounts shown in columns (c), (d) and (e) reflect the portion of the annual bonus that would have been paid in cash if, respectively, threshold, target and maximum performance was achieved for the year (i.e. after reduction for the total portion that would be deferred).

2.The amounts shown in columns (f), (g) and (h) reflect the portion of the annual bonus that would have been deferred if, respectively, threshold, target and maximum performance was achieved for the year. These awards are discussed further on page 28. The actual amounts paid are reflected in the Summary Compensation Table on page 35.

3.The amounts shown in columns (f), (g) and (h) also reflect the threshold, target and maximum, respectively, levels of PSPs payable if the performance measurements are satisfied in the period 2023-2025. Note there currently is no concept of 'Target' payout in the 2014 Performance Share Plan. Therefore, column (g) reflects the numbers of shares that vest for meeting the Threshold performance level. These awards are discussed under the heading “2023 PSP Awards” on pages 29 and 30.

4.The amounts shown in column (j) reflect the grant date fair value of each equity award computed in accordance with FASB ASC Topic 718.

CRH Form 10-K/A 36

Outstanding Equity Awards at Fiscal Year-End

The following table shows, for each of our Executive Directors, information with respect to the unexercised stock options (columns (d), (e), (f) and (g)), stock unit awards (columns (h) and (i)) that have not vested, and equity incentive plan awards (columns (j) and (k)) outstanding on December 31, 2023.

Outstanding Equity Awards at Fiscal Year-End
(a)			(b)			(c)			(d)			(e)			(f)			(g)						(h)			(i)			(j)			(k)
									Option Awards															Stock Awards
Name			Grant Date			Vesting Year			Number of Securities Underlying Unexercised Options (Exercisable)			Number of Securities Underlying Unexercised Options (Unexercisable) (1)			Option Price			Option Exp. Date						Number of Shares or Units of Stock that have not Vested			Market Value of Shares of Units of Stock that have not Vested			Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (2)			Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that have not Vested (3)
Albert Manifold
2019 PSP			May 7, 2019			2024			—			—			—			—						—			—			211,200			14,606,592
2020 PSP			Mar 3, 2020			2025			—			—			—			—						—			—			190,931			13,204,788
2021 DSBP			Mar 9, 2021			2024			—			—			—			—			—			—			—			32,967			2,279,998
2021 PSP			Mar 9, 2021			2026			—			—			—			—						—			—			171,245			11,843,304
2022 DSBP			Mar 8, 2022			2025			—			—			—			—						—			—			25,017			1,730,176
2022 PSP			May 3, 2022			2027			—			—			—			—						—			—			166,617			11,523,232
2023 DSBP			Mar 7, 2023			2026			—			—			—			—						—			—			29,490			2,039,528
2023 PSP			Mar 7, 2023			2028			—			—			—			—						—			—			138,780			9,598,025
Jim Mintern
2019 SAYE			May 2, 2019			2024			—			1,247			26.21			Feb 28, 2025						—			—			—			—
2021 DSBP			Mar 9, 2021			2024			—			—			—			—						—			—			4,737			327,611
2021 PSP			Mar 9, 2021			2024			—			—			—			—						—			—			32,655			2,258,420
2022 DSBP			Mar 8, 2022			2025			—			—			—			—						—			—			8,248			570,432
2022 PSP			May 3, 2022			2027			—			—			—			—						—			—			59,495			4,114,674
2023 DSBP			Mar 7, 2023			2026			—			—			—			—						—			—			13,666			945,141
2023 PSP			Mar 7, 2023			2028			—			—			—			—						—			—			49,554			3,427,155

1.The amount shown in column (e) reflects outstanding awards under the Company’s 2010 Savings-related Share Option Scheme (see page 31 for more details).

2.For each Executive Director, the amounts shown in columns (j) reflect the number of outstanding awards under the Company’s 2014 Deferred Share Bonus Plan and the 2014 Performance Share Plan (see pages 28 to 31 for more details), including adjustments for dividends accrued in the period since the date of grant.

3.The market value of these has been estimated using a share price of $69.16, being the closing share price of the Company’s Ordinary Shares on the NYSE on December 29, 2023.

CRH Form 10-K/A 37

Option Exercises and Stock Vested

The table below shows on an aggregated basis for each of the Executive Directors information on (i) the exercise of options for the purchase of CRH stock; (ii) the vesting of stock, including Deferred Shares and PSPs, during the last completed fiscal year.

Option Exercises and Stock Vested
(a)			(b)			(c)						(d)			(e)
			Option Awards									Stock Awards
			Number of Shares Acquired on Exercise			Value Realized on Exercise ($)						Number of Shares Acquired on Vesting			Value Realized on Vesting ($)
Albert Manifold			1,293			41,393						225,980			11,839,869
Jim Mintern			—			—						40,906			2,052,437

1.The amount shown in column (b) represents the number of shares acquired following the exercise of an option under the Company’s 2010 Savings-related Share Option Scheme.

2.The amount shown in column (c) has been calculated by multiplying the number of shares acquired by the closing price of CRH shares on the date of exercise, less the exercise cost.

3.The amounts shown in column (d) represents the number of shares vested under CRH’s 2014 Deferred Share Plan and 2014 Performance Share Plan.

4.The amounts shown in column (e) have been calculated by multiplying the number of units vested by the closing price of CRH shares on the date of vesting.

Payments Upon or in Connection with a Change of Control

This section describes and estimates payments that could be made to the continuing Executive Directors under different termination and change of control events. The estimated payments would be made under the terms of the compensation and benefits programs. The amounts in the table below are calculated as if the different events occurred as of December 31, 2023 and assumes that the price of CRH’s shares is the closing price as of December 29, 2023 (the last trading date of the fiscal year).

Share Plan Rules – Leaver Provisions

The treatment of outstanding share awards in the event that an Executive Director leaves is governed by the relevant share plan rules.

“Good leaver” circumstances are defined in the 2014 Performance Share Plan and 2014 Deferred Share Plan as ill-health, injury, disability, the participant’s employing company or business being sold out of the Group or any other reason at the Committee’s absolute discretion (except where a participant is summarily dismissed).

Where an individual leaves by mutual agreement the Committee has discretion to determine the treatment of outstanding share awards.

Individuals who are dismissed for gross misconduct would not be treated as “good leavers”.

Awards under the Savings-related Share Option Scheme are treated in accordance with the rules. The rules provide that awards may be exercised by a participant’s executor within 12 months of the date of death, and six months from the date of termination of employment in other circumstances where options automatically become exercisable, for example in the case of retirement.

Where an executive ceases employment on his/her own volition or as a result of summary dismissal they will normally forfeit outstanding share incentive awards.

The Committee may allow awards to vest early at its discretion in the event that an Executive Director is to be transferred to a jurisdiction where he/she would suffer a tax disadvantage or he/she would be subject to restrictions in connection with his/her award, the underlying shares or the sales proceeds.

Change of Control

In the event of a change in control of the Company, the Committee will consider whether it would be appropriate for awards to be exchanged for equivalent awards in the purchaser’s shares. Further details of the possible treatment of awards in the event of a change in control are set out on page 32.

CRH Form 10-K/A 38

Value of Payments Upon Termination

The following table shows the potential incremental value of payments to each Executive Director upon termination, including in the event of a Change of Control of CRH, assuming a December 31, 2023 termination date and, where applicable, using the NYSE closing price on December 29, 2023 (the last trading day of 2023).

Value of Payments Upon Termination
Name			Benefit or Payment			Retirement ($)			Involuntary Not-for-Cause Termination ($)			Disability ($)			Death ($)			Change of Control ($)
Albert Manifold			Cash Payments			3,742,599			3,742,599			5,898,828			9,287,187			5,590,795
			Unvested PSUs			50,536,183			50,536,183			50,536,183			50,536,183			50,536,183
			Unvested Options			—			—			—			—			—
			Deferred Shares			6,049,702			6,049,702			6,049,702			6,049,702			6,049,702
			Health & Welfare Benefits			10,533			10,533			5,267			—			10,533
Jim Mintern			Cash Payments			1,734,333			1,734,333			2,858,438			4,624,888			2,697,851
			Unvested PSUs			6,143,921			6,143,921			6,143,921			6,143,921			6,143,921
			Unvested Options			53,562			53,562			53,562			53,562			53,562
			Deferred Shares			1,843,183			1,843,183			1,843,183			1,843,183			1,843,183
			Health & Welfare Benefits			24,867			24,867			1,622			—			3,244

Non-Management Director Compensation

The compensation of non-management Directors is determined by a committee of the Chairman and the Executive Directors, who considered and approved a 3.5% increase in the fees of the non-management Directors with effect from January 1, 2023. The Compensation Committee considered and approved a 3.5% increase for the Chairman. Both increases are in line with the increase received by the Executive Directors. Details of the compensation paid to non-management Directors in 2023 (and which comprised cash fees only) are set out below.

Non-management Director Fee Structure in 2023
Role			€000			$000 (i)
Group Chairman (including fees paid to non-management Directors)			670			724
Basic non-management Director fee			93			101
Committee fee			34			37
Additional fees
Senior Independent Director			26			29
Compensation Committee Chairman			32			34
Audit Committee Chairman			41			45
Combined Senior Independent Director and Committee Chairman			41			45
SESR Committee Chairman			32			34
Fee for Europe-based non-executive Directors (ii)			16			17
Fee for US-based non-executive Directors (ii)			31			34

(i) The fees for the non-management Directors are set and paid in euro. For the purposes of this table, the fees have been converted to U.S. Dollars using the average Bloomberg composite rate for 2023.

(ii) The differential in fees reflects additional travel requirements for U.S. based Directors.

The non-management Directors are not entitled to receive any compensation upon the termination of their appointment and no fees will be payable in respect of any unserved portion of the term of their appointment. In addition, non-management Directors are not entitled to participate in the Company’s annual short term incentive award program or other benefit plans. Each non-management Director is entitled to reimbursement from the Company for reasonable expenses incurred in the performance of their duties. The non-management Directors may, in certain circumstances and at the Company’s expense, obtain independent professional advice in the furtherance of their duties as Directors.

CRH Form 10-K/A 39

The following table summarizes the compensation awarded or paid to the non-management Directors for the year ended December 31, 2023.

Individual compensation for non-management Directors for the year ended December 31, 2023
			Basic fees (i) $’000									Benefits (ii) $’000									Other fees (iii) $’000									Total $’000
			2023			2022						2023			2022						2023			2022						2023			2022			2021
Non-management Directors
R. Boucher			101			95						23			4						640			601						764			700			768
C. Dowling (iv)			101			95						8			3						53			50						162			148			129
R. Fearon			101			95						–			–						70			66						171			161			177
J. Karlström			101			95						–			–						53			50						154			145			160
S. Kelly			101			95						–			–						115			108						216			203			223
B. Khan (v)			101			95						–			–						70			66						171			161			17
L. McKay			101			95						–			–						115			102						216			197			177
G.L. Platt			101			95						–			–						70			76						171			171			213
M.K. Rhinehart			101			95						–			–						105			87						206			182			177
S. Talbot			101			95						12			3						53			50						166			148			163
C. Verchere (vi)			80			–						–			–						42			–						122			–			–
			1,090			950						43			10						1,386			1,256						2,519			2,216			2,204

(i) Further information in relation to the non-management Director fee structure is set out on page 39. The fees for the non-management Directors are set and paid in euro and, for the purposes of this table, have been converted to U.S. Dollars using the average Bloomberg composite rate for the relevant year. The currency conversion results in apparent fluctuations in base salary from one year to the next.

(ii) Includes the cost of hotel accommodation for Irish based non-management Directors in respect of meetings held in Ireland which have been grossed up for Irish tax purposes.

(iii) Other fees: Includes compensation for Chairman, Board Committee work and allowances for non-management Directors.

(iv) Caroline Dowling became a Director on March 22, 2021.

(v) Badar Khan became a Director on October 27, 2021.

(vi) Christina Verchere became a Director on March 20, 2023.

How we set Non-management Director Compensation

Policy

The compensation structure/policy for non-management Directors was approved by shareholders at the 2022 AGM. This policy will remain in place until January 2025, at which time it is intended that it will be replaced by a Board approved framework for compensation in line with normal practice for U.S. domestic issuers.

Chairman

In setting the compensation for the Chairman, the Compensation Committee receives advice from its independent compensation adviser in relation to compensation paid by other listed companies*. 4

Non-management Directors

A Committee of the Chairman, the Chief Executive and the Chief Financial Officer sets the compensation for the non-management Directors. They receive advice from the Compensation Committee’s independent compensation adviser.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during fiscal year 2023 were Lamar McKay, Richie Boucher, Caroline Dowling, Johan Karlström, Shaun Kelly, Gillian L. Platt and Mary K. Rhinehart, all of whom are independent, non-management Directors. No member of the Compensation Committee has been an executive officer or employee of the Company, and no member of the Compensation Committee had any relationships during fiscal year 2023 requiring disclosure by the Company under applicable SEC rules requiring disclosure of certain relationships and related-party transactions. No member of the Compensation Committee or the Board served during fiscal year 2023 as an executive officer of another entity at which one of the Company’s executive officers served as a director or member of such entity’s compensation committee (or other committee serving an equivalent function).

*Prior to the Company’s change in primary listing to the NYSE, this data was primarily extracted from the top 50 companies in the FTSE index on the LSE (excluding financial services companies).4

CRH Form 10-K/A 40