Mary Rhinehart
About Mary K. Rhinehart
Independent non-management director at CRH since October 2018; age 66. Former CEO and Chair of Johns Manville; currently Non‑Executive Chair of Johns Manville and Lubrizol (Berkshire Hathaway subsidiaries) and director at Graphic Packaging Holding Company. Education: B.S. Finance (University of Colorado), MBA (University of Denver). Committee roles at CRH: Chair of the Safety, Environment & Social Responsibility (SESR) Committee; member of the Compensation and Nomination & Corporate Governance Committees; classified as independent in the proxy’s director slate .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johns Manville | Chief Executive Officer and Chair; EVP Finance & CFO; VP Finance; VP Controller & Treasurer | Not disclosed | Led global building materials operations; extensive finance, supply chain, HR, and business development leadership |
| Lubrizol Corporation | Non‑Executive Chair | Not disclosed | Oversight of specialty chemicals portfolio (Berkshire Hathaway) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graphic Packaging Holding Company (NYSE) | Director | Not disclosed | Public company board experience in packaging |
| Johns Manville | Non‑Executive Chair | Not disclosed | Building materials leadership; governance oversight |
| Lubrizol Corporation | Non‑Executive Chair | Not disclosed | Specialty chemicals governance |
| Ply Gem Holdings Inc. | Former Non‑Executive Director | Not disclosed | Exterior building products; prior board role |
| CoBiz Financial | Former Lead Director | Not disclosed | Financial services oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | Identified as independent; standing for re‑election in 2025 slate |
| Committee memberships | SESR (Chair); Compensation; Nomination & Corporate Governance |
| Committee activity (2024) | SESR met 4 times; Compensation met 6; Nomination met 4; Audit (not a member) met 9 |
| Board meetings & attendance | 13 Board meetings in 2024; each director attended ≥75% of Board/committee meetings; overall attendance >95%; all directors attended AGM on April 25, 2024 |
| Lead Independent Director | Lamar McKay (since Dec 2020), chairs Compensation; supports executive sessions and governance |
| ESG oversight | Board delegates primary sustainability/climate oversight to SESR; quarterly meetings; Board monitors progress via SESR reports |
Fixed Compensation
| Component (2024 policy) | USD Amount |
|---|---|
| Basic non‑management director fee | $105,000 |
| Committee membership fee (per committee) | $38,000 |
| SESR Committee Chair fee | $36,000 |
| Location differential – North America based | $35,000 |
| Location differential – International | $17,000 |
| Annual fees actually earned by Mary K. Rhinehart (2024) | $213,000 (cash); no “All Other Compensation” |
| Termination benefits | Non‑management directors are not entitled to compensation upon termination; no fees for unserved term |
Performance Compensation
| Component (effective FY2025) | USD Amount / Policy |
|---|---|
| Cash Board retainer | $140,000 |
| Equity Board retainer | $180,000 (in ordinary shares) |
| SESR Committee Chair | $20,000 (in addition to retainers) |
| Senior Independent Director premium | $40,000 |
| Group Chair premiums | $300,000 cash + $120,000 equity |
| Director stock ownership guidelines | 5x cash retainer within 5 years; 75% net share retention until met |
| Equity plan guardrails | Non‑management director annual cap: total cash + equity ≤ $950,000 under CRH plc Equity Incentive Plan |
Other Directorships & Interlocks
| Potential Interlocks/Counterparties | Observations |
|---|---|
| Berkshire Hathaway ecosystem (Johns Manville, Lubrizol) | No related‑party transactions disclosed involving Ms. Rhinehart; CRH’s related‑party section lists transactions with Extech (Feury family), BlackRock, Fidelity, Barclays; none mention Ms. Rhinehart or Berkshire affiliates |
| Related‑party policy | Transactions reviewed/approved by Nomination & Corporate Governance Committee with recusal when conflicts exist |
Expertise & Qualifications
- 40+ years in building materials; CEO/Chair experience at Johns Manville; governance oversight at Lubrizol .
- Deep finance and operating expertise (former EVP Finance/CFO; treasury, supply chain, HR, business development) .
- Committee leadership in safety/environment/social oversight; strategic compensation and governance work at CRH .
Equity Ownership
| Holder | Shares Beneficially Held | % of Class |
|---|---|---|
| Mary K. Rhinehart | 1,296 | <1% |
- Anti‑hedging and pledging: Directors and executive officers prohibited from hedging, short sales, derivatives, or pledging CRH shares (no margin accounts) .
- Clawback: NYSE/SEC‑compliant clawback policy for incentive compensation recovery adopted .
- Director ownership policy: 5x cash retainer in 5 years; 75% net share retention until guideline met .
Say‑on‑Pay & Shareholder Feedback
| Vote | Year of AGM | % In Favor | % Against | Issued Share Capital Voted |
|---|---|---|---|---|
| Directors’ Compensation Report (“Say‑on‑Pay”) | 2024 | 97% | 3% | 68% |
| Directors’ Compensation Policy | 2022 | 90% | 10% | 70% |
- Board and Chair engaged shareholders representing ~26% of ordinary shares outstanding post‑outreach; discussion covered director pay simplification and equity component, revised executive comp peer groups, target‑setting rigor, and sustainability metrics inclusion .
Compensation Committee Analysis
- Composition: All independent directors; chaired by Lamar McKay; members include Richie Boucher, Caroline Dowling, Johan Karlström, Shaun Kelly, Gillian L. Platt, and Mary K. Rhinehart .
- Independent advisor: Semler Brossy served as independent consultant; Committee affirmed independence under NYSE factors .
- Responsibilities: CEO and executive pay setting, director fee recommendations, incentive plan design, and disclosure oversight (Item 407(e)(5) Reg S‑K) .
Governance Assessment
- Board effectiveness: Strong attendance (≥75% per director; >95% overall); robust committee cadence; SESR chaired by Rhinehart provides structured sustainability oversight; all directors attended the 2024 AGM .
- Independence & conflicts: Rhinehart deemed independent; no related‑party transactions disclosed involving her or Berkshire affiliates; related‑party approvals governed by clear policy and committee recusal mechanics .
- Alignment: 2025 director pay structure introduces equity retainer and ownership guidelines, improving skin‑in‑the‑game and alignment; anti‑hedging/pledging and clawback policies strengthen governance .
- Shareholder signals: High Say‑on‑Pay support (97% in 2024) and proactive engagement suggest confidence in compensation governance .
- RED FLAGS: None disclosed specific to Rhinehart (no pledging, hedging, related party transactions, or attendance shortfalls noted) .
Appendix: Committee Summary (for context)
| Committee | Chair | 2024 Meetings | Scope |
|---|---|---|---|
| Safety, Environment & Social Responsibility | Mary K. Rhinehart | 4 | Safety, environmental targets, sustainability reporting approval, site visits, performance tracking |
| Compensation | Lamar McKay | 6 | Executive/CEO pay, plan design, director fees, disclosure oversight |
| Nomination & Corporate Governance | Richie Boucher | 4 | Board composition & independence, succession, governance guidelines, related‑party approvals |
| Audit | Shaun Kelly | 9 | Financial reporting integrity, internal controls, auditors, non‑audit services, risk oversight |