Randy Lake
About Randy Lake
Randy Lake (Age: 59) is Chief Operating Officer of CRH. He joined CRH in 1996, progressing through senior operating roles across Architectural Products and Materials, later leading the Americas Materials Performance group (2008) and serving as President of Americas Materials (2012–2020) and Group Executive, Strategic Operations (2020–2021). He holds a BS in Business Administration and an MBA . Under CRH’s 2024 performance, revenues grew to $35.6bn (+2% YoY), Adjusted EBITDA to $6.9bn (+12%), and net income to $3.5bn (+15%); CRH’s TSR (value of a $100 investment) reached $191.52 as of 12/31/2024, underscoring pay-for-performance alignment and near-max vesting (98.75%) of 2022 Performance Share Plan awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CRH | President, Americas Materials Performance group | 2008 | Led performance-focused operating group in Americas, foundation for solutions strategy |
| CRH | President, Americas Materials | 2012–2020 | Ran CRH’s largest business in North America, scale, pricing and operational excellence execution |
| CRH | Group Executive, Strategic Operations | 2020–2021 | Drove enterprise-wide strategic operations and Building Solutions launch |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| U.S. National Stone, Sand & Gravel Association (NSSGA) | Chairman | 2018 | Industry leadership, policy advocacy and sector visibility |
Fixed Compensation
| Metric | 2023 | 2024 | YoY Change |
|---|---|---|---|
| Base Salary ($) | 1,463,000 | 1,521,520 | 4.00% |
| All Other Compensation ($) | — | 348,431 | — |
- Employment agreement provides base salary (initially $1,250,000 as of Jan 1, 2021 agreement), with annual review; includes participation in benefit plans and a car allowance .
Performance Compensation
2024 Annual Bonus Plan – Metrics and Achievement
| Metric | Weight | Threshold | Target | Maximum | 2024 Achieved | % of Max Awarded |
|---|---|---|---|---|---|---|
| EPS | 25% | 404c | 437c | 470c | 523c | 25.00% |
| Cash Flow | 30% | $3.50bn | $3.79bn | $4.07bn | $4.04bn | 28.64% |
| RONA | 25% | 12.1% | 13.1% | 14.0% | 14.4% | 25.00% |
| Personal/Strategic | 20% | — | — | — | See page 60 | 20.00% |
| Total | 100% | — | — | — | — | 98.64% of max |
2024 Annual Bonus – Payout for Randy Lake
| Base Salary ($) | Target Bonus % | Target ($) | Max Potential ($) | Actual Total Bonus ($) | Cash Element ($) | Deferred Shares ($) |
|---|---|---|---|---|---|---|
| 1,521,520 | 100.0% | 1,521,520 | 3,043,040 | 3,001,655 | 2,251,241 | 750,414 |
- Structure: 75% cash and 25% deferred into CRH shares (2014 DSBP), typically subject to a 3-year holding period; bonus subject to malus and 3-year clawback .
2024 Equity Grants (Plan-Based Awards)
| Grant Type | Grant Date | Shares/Units (#) | Grant Date Fair Value ($) |
|---|---|---|---|
| Annual Bonus – Deferred Shares (2014 DSBP) | 3/5/2024 | 10,910 | 890,474 |
| Performance Share Plan (2024–2026 cycle) | 4/2/2024 | Max 41,458 | 3,296,326 |
- 2022 PSP (performance period ended 12/31/2024) vested at 98.75%, based on Cash Flow, RONA, relative TSR, and Sustainability & Diversity scorecard; awards for executives vest on a 3-year cliff, with additional 2-year holding only for Executive Directors in 2024 (not applicable to Lake) .
Outstanding Equity and Vesting Schedule (12/31/2024)
| Award | Units Unvested | Vest Year(s) | Market Value ($) at $92.52 |
|---|---|---|---|
| 2022 DSBP (time-based) | 11,755 | 2025 | 1,087,573 |
| 2022 RSS (restricted shares) | 101,166 | 35% in 2025; remainder 2027 | 9,359,878 |
| 2023 DSBP (time-based) | 16,826 | 2026 | 1,556,742 |
| 2024 DSBP (time-based) | 11,084 | 2027 | 1,025,492 |
| 2022 PSP (performance) | 87,772 (max) | 2025 | 8,120,662 (max) |
| 2023 PSP (performance) | 73,661 (max) | 2026 | 6,815,116 (max) |
| 2024 PSP (performance) | 42,119 (max) | 2027 | 3,896,850 (max) |
- Options: No option awards reported outstanding for Lake as of 12/31/2024 .
- 2024 vesting activity: 114,668 stock awards vested for Lake, value realized $9,368,362 (aggregate of DSBP/PSP) .
Equity Ownership & Alignment
- Beneficial ownership: 90,224 CRH ordinary shares (less than 1% of class) as of March 12, 2025 .
- Anti-hedging/pledging: Directors and executive officers are prohibited from hedging or pledging CRH shares; no single-trigger vesting, no tax gross-ups, and no option repricing without shareholder approval .
- Ownership guidelines (effective Jan 1, 2025): Other NEOs must hold CRH shares equal to 3x base salary within 5 years; until met, 75% net share retention on vested PSUs/RSUs. Committee states NEOs are in compliance or on track . Lake’s earlier employment agreement required ownership equal to 150% of base salary .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement effective | January 1, 2021 (CRH Americas, Inc.) |
| Employment commencement with company | November 15, 1996 |
| Role at agreement inception | Group Executive, Strategic Operations |
| Base Salary (agreement baseline) | $1,250,000, reviewed annually (not below prior year without consent) |
| Target/Max Bonus | 100% target; up to 200% of base salary max, with 25% deferral into shares while on Global Leadership Team |
| Ownership requirement (agreement) | 150% of base salary in CRH shares |
| Notice/Garden leave | 6 months’ notice by either party; CRH may place on garden leave during notice |
| Severance (non-cause termination or resignation with notice) | 52 weeks base salary (less garden leave weeks) + pro-rated target bonus (weeks of severance) + lump sum equal to COBRA premiums for same number of weeks |
| Restrictive covenants | 12-month non-compete and non-solicit (customers, vendors, suppliers, employees) reduced by garden leave weeks |
| Change-in-control and governance | No automatic single-trigger vesting; no enhanced CoC cash severance (except reasonable CEO enhancements); no tax gross-ups |
Potential Payments Upon Termination (as of 12/31/2024; share price $92.52)
| Scenario | Cash Payments ($) | Unvested PSUs/RSUs ($) | Health & Welfare ($) | Life/Disability ($) |
|---|---|---|---|---|
| Good Leaver Resignation | 3,043,040 | 23,322,901 | 50,322 | — |
| Other Voluntary Resignation | 3,043,040 | 23,322,901 | 50,322 | — |
| Involuntary Termination Without Cause | 3,043,040 | 23,322,901 | 50,322 | — |
| Disability | — | 23,322,901 | — | — |
| Death | — | 23,322,901 | — | 5,000,000 |
Note: For equity, values reflect outstanding awards (PSUs/RSUs) and, for PSUs, often assume maximum vesting per proxy methodology .
Performance & Track Record
- Company operating performance (2024): Revenues $35.6bn (+2%), Adjusted EBITDA $6.9bn (+12%), Net Income $3.5bn (+15%) .
- TSR: Value of $100 investment increased to $191.52 by 12/31/2024 (vs. $141.46 in 2023; $77.57 in 2022); peer group TSR $98.70 in 2024 .
- Incentive outcomes: 2024 Annual Bonus paid at 98.64% of maximum; 2022 PSP vested at 98.75%, reflecting strong Cash Flow, RONA, TSR, and sustainability outcomes .
Compensation Committee, Policies, Peer Groups
- Compensation Committee members: Lamar McKay (Chair), Richie Boucher, Caroline Dowling, Johan Karlström, Shaun Kelly, Gillian L. Platt, Mary K. Rhinehart .
- Governance: Robust clawback (financial restatements), anti-hedging/pledging, significant pay at risk, no single-trigger vesting, no option repricing without shareholder approval .
- 2025 Compensation peer group (U.S.-focused, 19 companies): Includes Linde, Caterpillar, Honeywell, Deere, Sherwin-Williams; CRH market cap reference $62.9bn (12/31/2024) .
- 2025 Performance peer group for relative TSR (PSUs): Holcim, Saint-Gobain, Vulcan, Martin Marietta, Heidelberg Materials, and others .
Investment Implications
- Strong alignment and retention: Lake’s pay is heavily performance-based (bonus tied to EPS, Cash Flow, RONA; PSUs tied to Cash Flow, RONA, relative TSR, sustainability). Near-max outcomes in 2024 (annual bonus 98.64% of max) and 2022 PSP vesting (98.75%) signal high execution against stretching targets, aligning with double-digit EBITDA growth and TSR outperformance .
- Upcoming vesting and potential selling pressure: Significant unvested/time-based awards (e.g., 2022 DSBP, 2022 RSS 35% in 2025, 2022 PSP in 2025; 2023 awards in 2026; 2024 awards in 2027) could create event-driven liquidity windows; 114,668 shares vested in 2024 with $9.37m value realized. Anti-pledging/hedging mitigates alignment risk, and share retention/ownership guidelines elevate long-term alignment .
- Contract economics limit downside risk: Severance is 1x base plus pro-rated target bonus and COBRA-equivalent; no tax gross-ups or single-trigger acceleration. Termination table indicates substantial equity continuation/acceleration under Good Leaver/without cause scenarios, preserving retention incentives .
- Track record and execution: Multi-decade CRH operator who led Americas Materials and Strategic Operations; external industry leadership (NSSGA Chair) supports network and policy influence. Company performance and TSR trends under his senior leadership tenure are supportive, but investors should monitor 2025 program changes (introduction of RSUs, higher U.S.-market alignment) for shifts in risk/return of compensation mix .