Caroline Dowling
About Caroline Dowling
Caroline Dowling is an independent, non-management Director of CRH, serving since March 2021. She is 58 and brings deep operations and supply chain experience from Flex, where she was Business Group President leading Telecommunications, Enterprise Compute, Networking, Cloud Data Center, and Global Services; she also held senior roles in global business development, NOVO & technical services, and at The Dii Group. Education includes a Diploma in Environmental, Social and Governance (Corporate Governance Institute) and completion of the Harvard Advanced Management Program. Current expertise highlighted by CRH includes leadership, supply chain optimization, global technology sector experience, M&A, IT & cybersecurity, talent management, compensation, safety & sustainability, and strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flex | Business Group President (Telecom, Enterprise Compute, Networking, Cloud DC; led Global Services) | 2012–Feb 2019 | Led complex global supply chains; operational excellence |
| Flex | SVP, Global Business Development | Not disclosed | Senior leadership across IT marketing and sales |
| Flex | President, NOVO & Technical Services | Not disclosed | Growth, innovation, operational excellence |
| The Dii Group | Vice President of Europe | Not disclosed | European operations leadership |
| The Dii Group | Director of European Business | Not disclosed | Regional business oversight |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Fabrinet (NYSE: FN) | Director | Appointed Oct 16, 2025 | Board addition to strengthen manufacturing/supply chain expertise |
| DCC plc (LSE: DCC) | Director | Current (as of Mar 28, 2025) ; confirmed as current in 2025 | Audit and Remuneration committees |
| IMI plc (LSE: IMI) | Director | Nov 2019–May 2025 | Chaired Remuneration; served on Nomination |
Board Governance
- Independence: CRH classifies Dowling as an independent Director .
- Tenure: Director since March 2021 .
- Committee memberships at CRH: Acquisitions, Divestments & Finance; Audit; Compensation (member) .
- Attendance: All current Directors attended at least 75% of Board/Committee meetings; there were 13 Board meetings in 2024; overall group attendance exceeded 95%; all Directors attended the April 25, 2024 AGM .
Fixed Compensation
| Item | 2024 Amount ($’000) | Notes |
|---|---|---|
| Fees earned or paid in cash | 160 | Paid in euros, presented in USD using 2024 average Bloomberg composite rate |
| All Other Compensation | 22 | Reimbursement of taxes on hotel accommodation for meetings in Ireland, per Irish law |
| Total | 182 | Non-management Directors received cash-only fees in 2024 |
| 2024 Non-management Director Fee Structure | Amount ($’000) | Notes |
|---|---|---|
| Basic Director fee | 105 | Cash (euro-set; shown in USD) |
| Committee fee (member) | 38 | Per committee membership |
| North American-based Director premium | 35 | Additional travel requirements |
| Senior Independent Director | 30 | Additional fee |
| Compensation Committee Chair | 36 | Chair premium |
| Audit Committee Chair | 46 | Chair premium |
| Safety, Environment & Social Responsibility Chair | 36 | Chair premium |
| Board Chair (including fees to non-management Directors) | 752 | Total Chair fees |
Performance Compensation
| 2025 Non-management Director Compensation Structure | Amount ($’000) | Notes |
|---|---|---|
| Board Cash Retainer | 140 | Simplified cash element from 2025 |
| Board Equity Retainer | 180 | Delivered in ordinary shares |
| Senior Independent Director premium | 40 | Additional to retainers |
| Committee Chair premiums (if applicable) | 18–28 | ADF Chair 18; Audit Chair 28; Compensation Chair 25; Nomination Chair 20; SESR Chair 20 |
| Director share ownership guideline | 5x cash retainer within 5 years; hold 75% net shares | Policy applies from 2025 |
- No performance-based metrics (e.g., TSR, EPS) are disclosed for non-management Director pay; equity retainer is not tied to performance conditions for Directors .
Other Directorships & Interlocks
| Relationship | Disclosure |
|---|---|
| Compensation Committee interlocks | CRH discloses no interlocks, insider participation, or related-party relationships requiring disclosure for Compensation Committee members (includes Dowling) in 2024 . |
Expertise & Qualifications
- Former Business Group President at Flex with extensive supply chain optimization and global technology sector leadership; experienced board member; skills include M&A, IT & cybersecurity, talent management, compensation, safety & sustainability, and strategy .
- Education: Diploma in ESG from the Corporate Governance Institute; completed Harvard Advanced Management Program .
Equity Ownership
| Holder | Ordinary Shares Beneficially Held | Percent of Class |
|---|---|---|
| Caroline Dowling | 1,000 | Less than 1% |
- Beneficial ownership as of March 12, 2025; table reflects sole voting/dispositive power unless indicated .
- Compliance status with new Director share ownership guidelines (5x cash retainer in 5 years; 75% net shares) was not individually disclosed; guidelines apply effective 2025 .
Governance Assessment
- Positive signals: Independent status; multi-committee roles in Audit and Compensation enhance oversight; group meeting attendance strong in 2024 (>95% overall; 13 Board meetings; all Directors at AGM), evidencing engagement .
- Alignment: Shift in 2025 to include an equity retainer for Directors, plus formal share ownership guidelines (5x cash retainer over 5 years), improves pay-for-performance alignment for non-management Directors relative to 2024 cash-only fees .
- Pay governance: Equity Incentive Plan caps the combined annual value of Director awards and cash fees at $950,000, mitigating pay inflation risk; Board also proposed amending Articles to allow Board-set Director fees, aligning with U.S. practice and S&P 500 norms .
- Conflicts/Interlocks: CRH reports no Compensation Committee interlocks or related-party transactions for 2024; no red flags identified in proxy disclosures for Dowling .
- Monitoring items: Current disclosed shareholding (1,000 shares) is modest; with new 2025 ownership guidelines, investors should monitor progress toward required holdings over the five-year compliance window .
- Network/Interlocks context: Additional public boards (DCC; Fabrinet; prior IMI) broaden her network; CRH discloses robust independence and committee composition, and the company reports active shareholder engagement on compensation design and ownership alignment, supporting investor confidence .