Patrick Decker
About Patrick Decker
Patrick Decker (age 60) joined the CRH Board effective October 1, 2025, as a non‑management director; he is the retired President & CEO of Xylem Inc. (2014–Dec 2023), previously CEO of Harsco Corporation (2012–2014), President of Tyco Flow Control (2003–2012), after 12 years in finance/operations at Bristol‑Myers Squibb and an early career at Price Waterhouse; he holds a BS in Accounting & Finance from Indiana University and serves on the Global Dean’s Council at Kelley School of Business . He currently sits on the board of Johnson Controls International and on the board of Mass Eye and Ear, a Harvard medical teaching hospital and research center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xylem Inc. | President & CEO | Mar 2014 – Dec 2023 | Led global water technology and solutions; growth and innovation focus |
| Harsco Corporation | President & CEO | 2012 – 2014 | Led global industrial products/services |
| Tyco (Tyco Flow Control) | President, Flow Control; other leadership roles | 2003 – 2012 | Global provider to energy and water sectors |
| Bristol‑Myers Squibb | Finance and operational roles (Latin America, Asia) | ~12 years (prior to 2003) | Multi‑region financial/operational leadership |
| Price Waterhouse | Early career | Not disclosed | Accounting foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johnson Controls International | Director | Current | Global smart/healthy/sustainable buildings; >150 countries |
| Mass Eye and Ear | Director | Current | Harvard medical teaching hospital; world’s largest hearing/vision research center |
| Kelley School of Business (Indiana University) | Global Dean’s Council | Current | Academic advisory role |
Board Governance
- Status: Appointed as a non‑management Director; the 8‑K states no family relationships and no transactions requiring Item 404(a) disclosure; committee assignments were not disclosed at appointment .
- Independence framework: CRH applies NYSE independence standards; all Audit, Compensation, and Nomination & Corporate Governance committee members must be independent under NYSE/SEC rules .
- Attendance context: CRH held 13 Board meetings in 2024 with >95% overall attendance; all Directors attended the April 25, 2024 AGM. Decker’s attendance will be assessed for meetings after his October 2025 appointment .
- Director terms: All Directors are elected annually; initial term runs until the next AGM .
Fixed Compensation
- Program applicable from fiscal 2025 for non‑management Directors (U.S. domestic issuer framework): Cash retainer $140k, equity retainer $180k; leadership and committee chair premiums per table below; share ownership guideline: 5x cash retainer within 5 years, with 75% net share holdings .
- Appointment terms: Decker will be compensated under the non‑management Director program; his RSU award will be a pro‑rata portion of the annual RSU award reflecting service from Oct 1, 2025 to the 2026 AGM (cash pro‑ration not expressly disclosed) .
- Termination: Non‑management Directors are not entitled to termination compensation; they do not participate in short‑term incentive or other benefit plans; reasonable expense reimbursement applies .
| Non‑management Director Fee Structure (from 2025) | Amount ($000) |
|---|---|
| Cash Retainer | 140 |
| Equity Retainer | 180 |
| Group Chair – Cash | 300 |
| Group Chair – Equity | 120 |
| Senior Independent Director Premium | 40 |
| Committee Chair – Acquisitions, Divestments & Finance | 18 |
| Committee Chair – Audit | 28 |
| Committee Chair – Compensation | 25 |
| Committee Chair – Nomination & Corporate Governance | 20 |
| Committee Chair – Safety, Environment & Social Responsibility | 20 |
| Share Ownership Guidelines | 5x Cash Retainer in 5 years, 75% net holdings |
Performance Compensation
- Award types available under CRH’s Equity Incentive Plan (2025): RSUs, PSUs, stock options, SARs, restricted shares, and other share/cash awards; non‑management Directors are eligible but Decker’s appointment explicitly references RSUs pro‑rated for partial year .
- Key governance provisions applicable to equity awards:
- Clawback/forfeiture: Awards may be forfeited or repaid under specified terms; subject to Company clawback policy .
- Dividends on unvested awards: Accrue and are paid only upon vesting (no dividends/equivalents before vest) .
- Options/SARs: No discounting; no reloads/repricings without shareholder approval .
- CIC vesting: Default double‑trigger; if awards not assumed/continued/substituted at CIC, immediate vesting at greater of target or actual performance to date (performance awards); otherwise post‑CIC time‑based vesting applies .
- Performance metrics: No director‑specific performance metrics are disclosed for the equity retainer; PSUs with performance goals are used for executives/employees, not specified for Directors .
| Performance Metric/Provision | Terms |
|---|---|
| Director equity metric | None disclosed for Directors (RSU time‑based) |
| Clawback/forfeiture | Awards may be cancelled/suspended/repaid; subject to clawback policy |
| Dividends on unvested | Accrue; payable only if/when award vests |
| CIC vesting | Double‑trigger; performance awards earn at greater of target/actual; continued time‑based vesting |
Other Directorships & Interlocks
| Company/Entity | Role | Sector Overlap with CRH | Potential Interlocks/Transactions |
|---|---|---|---|
| Johnson Controls International | Director | Buildings/industrial; adjacent to CRH’s building materials | No related‑party transactions requiring Item 404(a) disclosure at appointment |
| Mass Eye and Ear | Director | Healthcare/non‑profit | Not applicable to CRH commercial dealings |
Note: Committee roles at JCI/Mass Eye and Ear were not disclosed in CRH’s filings/press release; CRH’s 8‑K confirms no related‑party transactions and no family relationships at appointment .
Expertise & Qualifications
- Water technology and industrial leadership (Xylem CEO; Tyco Flow Control president) relevant to CRH’s infrastructure and water‑related solutions strategy .
- Global operating and capital allocation experience (Harsco CEO; Tyco; BMS multi‑region roles) .
- Financial/accounting foundation (BS Accounting & Finance; early career at Price Waterhouse) .
- Board experience in smart/sustainable buildings via Johnson Controls International .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership at appointment | Not disclosed in 8‑K/press release |
| Initial RSU grant | Pro‑rata portion of annual RSU award for service from Oct 1, 2025 to 2026 AGM |
| Ownership guidelines | 5x cash retainer within 5 years; maintain 75% net shares |
| Pledging/hedging | Not specified in cited excerpts; insider trading arrangements/policies referenced in proxy table of contents (page 87) |
| Shares pledged as collateral | Not disclosed |
Insider Trades
| Filing Type | Date | Security/Transaction | Notes |
|---|---|---|---|
| None disclosed in CRH filings to date | — | — | No related‑party transactions per 8‑K appointment; initial beneficial ownership expected via Form 3/4 post‑appointment (not referenced in CRH filings cited) |
Governance Assessment
- Board effectiveness and alignment signals: Decker’s RSU‑based equity retainer and stringent ownership guidelines strengthen alignment with shareholder outcomes; clawback and double‑trigger CIC provisions reduce agency risk .
- Independence and conflicts: Appointed as a non‑management Director with no Item 404(a) related‑party transactions and no family relationships; independence determination follows NYSE standards and CRH’s annual review process .
- Monitoring items for investors:
- Committee assignments and chair roles to be disclosed post‑appointment; these will indicate Decker’s influence on audit/compensation/capital allocation oversight .
- Interlocks: Decker’s JCI directorship is adjacent to CRH’s end markets; monitor any commercial relationships or strategic collaborations that could create conflicts; none disclosed at appointment .
- Attendance/engagement: CRH’s Board attendance was >95% in 2024; assess Decker’s participation in 2025–2026 cycle as disclosed in next proxy .
- Compensation mix stability: Director fees now include equity; any future shifts in cash/equity balance or premium additions above plan limits ($950k cap combining fees and awards per year for non‑management Directors) should be scrutinized .