Johan Karlström
About Johan Karlström
Independent non-management Director at CRH since September 2019; age 68. Former President & CEO of Skanska AB (2008 through retirement) and BPA/Bravida (1996–2000), with a Master of Science in Engineering from KTH Royal Institute of Technology. Competencies cited include global construction leadership, sustainability, governance, M&A, talent management, compensation, safety and strategy. Determined independent under NYSE standards; currently serves on Acquisitions, Divestments & Finance, Compensation, and Safety, Environment & Social Responsibility Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Skanska AB | President & Chief Executive Officer | 2008–retirement (year not disclosed) | Led global construction and sustainability initiatives (Green Construction) |
| BPA (now Bravida) | President & Chief Executive Officer | 1996–2000 | Led mechanical and installation group; public company leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sandvik AB (NASDAQ Stockholm) | Director (former) | Former in last 5 years | Not currently serving; listed as prior public board |
Board Governance
- Committee assignments: Acquisitions, Divestments & Finance; Compensation; Safety, Environment & Social Responsibility; not a committee chair .
- Independence: Affirmatively determined independent; all members of Audit, Compensation, and Nomination & Corporate Governance Committees are independent under NYSE/SEC standards .
- Attendance and engagement: 13 Board meetings in 2024; all Directors attended the April 25, 2024 AGM; all Directors met at least 75% attendance; overall Board/Committee attendance >95% in 2024 . Compensation Committee met 6 times (2024); Acquisitions, Divestments & Finance met 4 times; Safety, Environment & Social Responsibility met 4 times .
- Re-election support (signal of investor confidence):
| AGM Vote | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2024 Re-election | 464,618,372 | 3,274,456 | 166,653 | 0 |
| 2025 Re-election | 497,038,895 | 4,994,061 | 1,546,135 | 23,620,767 |
- Lead Independent Director: Lamar McKay (Senior Independent Director; Compensation Committee Chair) .
Fixed Compensation
- 2024 non-management director fees were cash-only. Johan Karlström received $160,000 in cash fees; no other compensation .
- 2024 fee structure (USD equivalent): Basic director fee $105k; Committee fee $38k; International director fee $17k; Chair/SID premiums separate (not applicable to Karlström) .
| Component (2024) | Amount ($’000) |
|---|---|
| Basic non-management Director fee | 105 |
| Committee fee | 38 |
| International non-management Director fee | 17 |
| Total cash fees (reported) | 160 |
- 2025 structure transitioned to include equity: Board cash retainer $140k plus equity retainer $180k; share ownership guidelines introduced (see Equity Ownership). Committee chair fees apply only to chairs (not Karlström) .
Performance Compensation
- Non-management Directors did not participate in short-term incentive or other benefit plans in 2024; fees were cash-only. From 2025, a portion of director compensation is delivered in ordinary shares (equity retainer), with no disclosed performance metrics for directors .
| Incentive Element | Metrics/Terms | Notes |
|---|---|---|
| 2024 STI/LTI (Directors) | Not applicable | Directors excluded from annual STI and benefit plans |
| 2025 Equity Retainer | Ordinary shares (no metrics disclosed) | Equity portion introduced; aligns with U.S. practices |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Karlström .
- Prior public boards (last 5 years): Sandvik AB .
- Compensation Committee interlocks: None; all members independent; no relationships requiring related-party disclosure; no cross-committee interlocks with CRH executives at other issuers in 2024 .
Expertise & Qualifications
- Master of Science in Engineering (KTH Royal Institute of Technology) .
- Global construction leadership (Skanska CEO), sustainability (Green Construction), governance/M&A, talent management, compensation, safety & strategy .
Equity Ownership
| Holder | Ordinary Shares Beneficially Held | Percent of Class |
|---|---|---|
| Johan Karlström | 2,000 | Less than 1% |
- Director stock ownership guidelines (effective 2025): 5x cash retainer within 5 years, with 75% net share holdings post-vesting/sale .
- Compliance status: Not disclosed; holdings as of March 12, 2025 are 2,000 shares .
Related Party Transactions and Conflicts
- No related-party transactions disclosed involving Johan Karlström. Company disclosed transactions with Extech (linked to an executive’s family) and services with major shareholders (BlackRock, Fidelity, Barclays); these were conducted at arm’s-length and approved per policy .
- Related party transaction review overseen by Nomination & Corporate Governance Committee per written policy; conflicted committee members recuse .
- Compensation Committee independence affirmed; no relationships requiring disclosure by SEC rules in 2024 .
Compensation Committee Analysis
- Committee membership includes Karlström; chaired by Lamar McKay. All members independent .
- 2024 activities: six meetings; approved CEO/CFO pay actions, short- and long-term share incentives, CEO succession-related compensation, and changes to align with U.S. market practices post-NYSE primary listing .
- Shareholder engagement: Board Chair reached out to holders representing 44% of shares; engaged with 26% on compensation evolution including peer groups, metric selection, RSUs introduction, and increased ownership guidelines .
- New Equity Incentive Plan: Board adopted (subject to shareholder approval) with a non-management Director total fee/award cap of $950,000 per year; plan administered by the Compensation Committee .
Say-on-Pay & Shareholder Feedback
- 2025 AGM advisory Say-on-Pay outcome: For 474,768,241; Against 27,235,035; Abstain 1,543,088; Broker Non-Votes 23,620,767 .
- 2025 say-on-frequency: Annual received 499,105,127 votes (majority) .
- 2024 AGM advisory executive compensation approval: For 453,573,682; Against 14,263,941; Abstain 210,873 .
Governance Assessment
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Strengths:
- Independent director with deep sector expertise; serves on three key committees, including Compensation, which is central to pay-for-performance oversight .
- High board/committee engagement demonstrated by meeting cadence and group attendance >95%; all Directors attended 2024 AGM .
- Robust shareholder support for director re-election across 2024 and 2025 AGMs; strong Say-on-Pay approvals signal confidence in compensation governance .
- Clear related-party review procedures and no disclosed conflicts involving Karlström; Compensation Committee free of interlocks .
-
Alignment and watch items:
- Low personal shareholding (2,000 shares) versus newly adopted ownership guidelines (5x cash retainer within 5 years); compliance status not disclosed, creating a near-term alignment watchpoint as equity retainer ramps from 2025 .
- As CRH transitions to U.S. compensation norms, monitoring Compensation Committee target-setting rigor and disclosure, including any future sustainability-linked metrics, remains prudent .
RED FLAGS: None disclosed specific to Karlström (no related-party transactions, no attendance shortfall, no interlocks). Alignment watch: small current shareholding relative to new ownership guidelines .