Lamar McKay
About Lamar McKay
Lamar McKay, age 66, is CRH’s Senior Independent Director and a non‑management director (director since 2020). He chairs the Compensation Committee and serves on the Nomination & Corporate Governance and Safety, Environment & Social Responsibility (SESR) Committees. A geoscience/energy executive with over 40 years in the global oil & gas sector (BP/Amoco), he is currently Non‑Executive Chair of APA Corporation. He holds a Bachelor of Science from Mississippi State University. His Senior Independent Director term began December 2020; the Board notes he has held the Senior Independent Director role since April 2022, renewed in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BP (and Amoco prior to acquisition) | Deputy Group Chief Executive Officer | Apr 2016 – Feb 2020 | Senior corporate leadership of global energy enterprise |
| BP | Chief Transformation Officer | Not disclosed | Led transformation initiatives |
| BP | Chief Executive, Worldwide Upstream Business | Not disclosed | Led global upstream division |
| BP Americas | Chair and President (CEO of BP Americas) | Not disclosed | Oversaw U.S. operations; led Gulf Coast Restoration Organization response post‑Deepwater Horizon |
| BP | Executive Vice President; Head of Strategy | Not disclosed | Corporate strategy leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| APA Corporation (NYSE) | Non‑Executive Chair | Not disclosed | Governance/leadership of independent energy company |
Board Governance
- Independence: Determined independent per NYSE standards; all members of Compensation and Nomination & Corporate Governance Committees are independent.
- Senior Independent Director: Serves as shareholder conduit and chairs meetings in Chair’s absence; McKay has held the role since April 2022 (renewed in 2024).
- Attendance: 13 Board meetings in 2024; overall Board/Committee attendance >95%, and each director attended at least 75% of meetings and the April 25, 2024 AGM.
- Executive Sessions: Independent non‑management directors meet periodically in executive session led by the Chair.
| Committee | McKay’s Role | Meetings in 2024 |
|---|---|---|
| Compensation | Chair | 6 |
| Nomination & Corporate Governance | Member | 4 |
| Safety, Environment & Social Responsibility (SESR) | Member | 4 |
Fixed Compensation
- Structure (2024 – cash only): Base non‑management director fee $105k; committee fee $38k; Senior Independent Director premium $30k; Compensation Chair premium $36k; Audit Chair $46k; SESR Chair $36k; location premiums: International $17k; North America $35k. Fees were set/paid in euro and converted to USD.
- Actual (2024): McKay received $224k in cash fees and $0 other compensation; total $224k.
| Year | Fees earned or paid in cash (USD ‘000) | All Other Compensation (USD ‘000) | Total (USD ‘000) |
|---|---|---|---|
| 2024 | 224 | 0 | 224 |
- Structure (effective 2025 – mixed cash/equity): Cash retainer $140k; equity retainer $180k; Senior Independent Director premium $40k; Committee Chair premiums: Compensation $25k; Nomination & Corporate Governance $20k; SESR $20k; Audit $28k; ADF Chair $18k. Share ownership guideline: 5x cash retainer in 5 years, with 75% net share holdings.
| 2025 Non‑Management Director Fee Framework | Amount (USD ‘000) |
|---|---|
| Cash Retainer | 140 |
| Equity Retainer | 180 |
| Senior Independent Director Premium | 40 |
| Compensation Committee Chair | 25 |
| Nomination & Corporate Governance Chair | 20 |
| SESR Chair | 20 |
| Audit Committee Chair | 28 |
| ADF Committee Chair | 18 |
| Ownership Guideline | 5x cash retainer in 5 years; 75% net retention |
Performance Compensation
- Non‑management directors did not receive performance‑based awards in 2024; fees were cash only.
- Effective 2025, a portion of director fees is delivered in equity (retainer), not performance‑conditioned; equity awards for directors are subject to plan limits and standard vesting terms under CRH’s Equity Incentive Plan. Annual non‑management director compensation (cash plus equity awards) is capped at $950k per director under the plan.
| Director Performance‑Linked Elements | 2024 | 2025 |
|---|---|---|
| Performance‑based awards (PSUs/options) | None (cash fees only) | Equity retainer introduced; not performance‑conditioned; annual director cash+equity capped at $950k |
| Ownership alignment | N/A | 5x cash retainer in 5 years; 75% net share retention until compliant |
Other Directorships & Interlocks
| Company | Role | Interlocks/Notes |
|---|---|---|
| APA Corporation (NYSE) | Non‑Executive Chair | No Compensation Committee interlocks or insider participation disclosed for CRH’s 2024 Compensation Committee (of which McKay is Chair). |
- Committee Interlocks: CRH discloses no relationships requiring related‑party transaction disclosure and no committee interlocks for 2024 Compensation Committee members.
Expertise & Qualifications
- Sector leadership and capital allocation: Former BP Deputy Group CEO; led global upstream; extensive M&A and capital‑intensive industry expertise.
- Regulatory/government relations: Led BP’s Gulf Coast Restoration Organization post‑Deepwater Horizon; oversight of TNK‑BP JV interests.
- Governance/compensation/safety: Skills across governance, compensation, safety/sustainability, strategy, and IT & cybersecurity noted by CRH.
- Education: Bachelor of Science, Mississippi State University.
Equity Ownership
| Holder | Ordinary Shares Beneficially Held | Percent of Class | Notes |
|---|---|---|---|
| Lamar McKay | 4,000 | <1% | As of March 12, 2025; sole voting/dispositive power unless otherwise indicated. |
- Ownership guidelines: Non‑management directors must hold shares equal to 5x cash retainer within 5 years (policy effective Jan 1, 2025); until compliant, 75% net share retention applies to PSU/RSU vestings.
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging CRH shares or engaging in short sales/derivatives.
- Pledged shares: No pledging permitted; no director‑specific pledging disclosures for McKay indicated.
Governance Assessment
- Committee leadership and engagement: McKay chairs the Compensation Committee (met 6 times in 2024), evidencing active governance. The Committee oversaw CEO succession pay changes, retirement arrangements for the prior CEO, and the transition to a U.S.‑aligned compensation framework, including the new Equity Incentive Plan and director equity retainer.
- Independence and attendance: Independent under NYSE rules; Board/Committee attendance >95% overall and minimum 75% for all directors; attended AGM—supportive of board effectiveness.
- Ownership alignment and risk controls: Introduction of stringent director ownership guidelines (5x cash retainer) and robust anti‑hedging/pledging policies improve alignment and mitigate risk.
- Say‑on‑Pay signal: Prior year’s “Say‑on‑Pay” received 97% support, indicating strong investor endorsement of compensation governance; Board recommends annual Say‑on‑Pay frequency.
- Related‑party exposure: No transactions involving McKay are disclosed; CRH applies a formal Related Party Transactions Policy with Nomination & Corporate Governance oversight.
RED FLAGS: None disclosed specific to Lamar McKay (no attendance issues, no pledging/hedging, no related‑party transactions, no committee interlocks). Ongoing monitoring warranted for potential cross‑industry conflicts given APA chair role, though no supplier/customer ties to CRH are disclosed.