Richard Fearon
About Richard Fearon
Independent non-management director at CRH since December 2020; age 69; designated Audit Committee Financial Expert. Former Vice Chairman and Chief Financial and Planning Officer at Eaton; holds a JD from Harvard Law School, MBA from Harvard Business School, and BA in Economics from Stanford . Independent under NYSE standards; the Board annually reviews independence and confirmed independence for non-management directors in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eaton Corporation plc | Vice Chairman; Chief Financial and Planning Officer | Until March 2021 | Oversight of accounting, controls, corporate development, M&A, capital allocation, IT, internal audit, IR, strategic planning, tax, treasury |
| Transamerica Corporation | Executive role (not specified) | Not disclosed | Finance/operations exposure |
| NatSteel Ltd. | Executive role (not specified) | Not disclosed | International operations exposure |
| The Walt Disney Company | Executive role (not specified) | Not disclosed | Corporate strategy exposure |
| Booz Allen & Hamilton; Boston Consulting Group | Consultant | Not disclosed | Strategy and risk management experience |
External Roles
| Company | Exchange | Role | Notes |
|---|---|---|---|
| Avient Corporation | NYSE | Director | Current board |
| Crown Holdings, Inc. | NYSE | Director | Current board |
| Waters Corporation | NYSE | Director | Current board |
| Eaton Corporation plc | NYSE | Director (former, last 5 years) | Former board |
| Hennessy Capital Investment Corp. VI | NYSE | Director (former, last 5 years) | Former board |
Board Governance
- Committees: Acquisitions, Divestments & Finance; Audit; Safety, Environment & Social Responsibility .
- Audit Committee Financial Expert designation; Audit Committee met nine times in 2024 and recommended inclusion of audited financials in Form 10-K .
- Attendance: 13 Board meetings in 2024; each director attended at least 75% of Board/committee meetings; overall attendance >95%; all Directors attended the April 25, 2024 AGM .
- Independence: Board determined independence per NYSE standards; all committee members independent . Fearon is listed as independent in the director slate .
Fixed Compensation
| Component | 2024 | 2025 Framework |
|---|---|---|
| Basic Director Fee (cash) | €-denominated, converted: $105k base; plus committee fee $38k; region premiums ($17k International; $35k North America); chair premiums vary (Audit Chair $46k; Comp Chair $36k; SESR Chair $36k; Senior Independent Director $30k) | Board retainer: $140k cash + $180k equity; Chair premiums: Group Chair $300k cash + $120k equity; Senior Independent Director $40k; Committee Chair premiums: Audit $28k, Compensation $25k, Nom/Gov $20k, ADF $18k, SESR $20k; Share ownership guidelines: 5x cash retainer in 5 years; 75% net share retention until met |
| Richard Fearon 2024 Actual | Fees earned: $178k; All other compensation: $4k (professional advice related to Irish tax filing fees); Total: $182k | Will participate in revised cash/equity retainer structure effective FY2025 |
Performance Compensation
| Element | Terms | Metrics |
|---|---|---|
| Equity for non-management directors | From 2025, annual equity retainer included; no performance conditions; dividends/dividend equivalents accrue and pay only upon vesting; non-transferable; director comp capped at $950k per year inclusive of cash fees | No performance-based metrics apply to director equity fees; plan prohibits single-trigger CIC vesting and repricing |
Other Directorships & Interlocks
- Current public company boards: Avient, Crown Holdings, Waters .
- Compensation Committee interlocks: Compensation Committee members in 2024 did not include Fearon; no insider participation or interlocks disclosed involving Fearon .
- Related-party exposure: CRH disclosed related-party transactions with Extech (Feury family) and service relationships with major shareholders (BlackRock, Fidelity, Barclays); no transactions involving Fearon were disclosed .
Expertise & Qualifications
- Financial leadership: Former CFO and planning officer; deep risk management across controls, audit, tax, treasury, capital allocation .
- Designated Audit Committee Financial Expert under SEC rules .
- Education: JD (Harvard Law School), MBA (Harvard Business School), BA Economics (Stanford) .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Richard Fearon | 140,000 | Less than 1% | Beneficial ownership as of March 12, 2025 |
| Shares Outstanding | 677,801,341 | — | Record Date shares outstanding |
| Ownership Policy | 5x cash retainer within 5 years; 75% net share retention until guideline met (applies from 2025) | — | Non-management directors’ ownership guidelines |
| Hedging/Pledging | Prohibited for directors and executive officers | — | Anti-hedging and pledging policy |
Governance Assessment
- Strengths:
- Independent director with deep CFO/risk credentials; Audit Committee Financial Expert designation strengthens oversight of controls, reporting, and risk .
- Active committee service on Audit, ADF, and SESR aligns with finance, capital allocation, and sustainability oversight priorities .
- High board/committee attendance in 2024 and AGM participation supports engagement and effectiveness .
- Material shareholding of 140,000 shares aligns interests; enhanced director ownership guidelines and anti-hedging/pledging policies further reinforce alignment from 2025 .
- No related-party transactions or compensation interlocks disclosed involving Fearon .
- Watch items:
- Multiple external board commitments can raise time-capacity questions, though the Nomination & Corporate Governance Committee affirmed each director’s capacity and commitment for re-election in 2025 .
- Transition to equity-fee mix in 2025 introduces non-performance equity; however, caps, double-trigger CIC protection and clawbacks mitigate governance risk .
Overall signal: strong governance profile with robust financial expertise and committee assignments; ownership and anti-hedging policies support alignment; no apparent conflicts or red flags disclosed .