Shaun Kelly

About Shaun Kelly

Shaun Kelly, age 65, has served as a non-management director of CRH since December 2019. He is a former Global Chief Operating Officer of KPMG International (through September 2019) and is designated by the Board as an Audit Committee Financial Expert; his core credentials span accounting, internal control, financial management/reporting, governance, M&A, talent management, IT & cybersecurity, compensation, and strategy .

Past Roles

External Roles

Board Governance

• Independence: Determined independent by the Board; standing for re‑election among 12 nominees at the 2025 AGM .
• Committee assignments: Audit Committee (Chair), Compensation Committee (Member), Acquisitions, Divestments & Finance Committee (Member). Audit Committee Financial Expert designation .
• Meeting cadence and attendance:
  • Board: 13 meetings in 2024; each director attended at least 75% of Board and committee meetings; overall attendance >95%; all directors attended the April 25, 2024 AGM .
  • Committee meetings in 2024: Audit (9), Compensation (6), Acquisitions, Divestments & Finance (4) .
• Audit Committee report: Recommended inclusion of audited financials in the 2024 Form 10‑K; concluded auditor independence; recommended Deloitte U.S. for fiscal 2025 .

Fixed Compensation

• 2024 non‑management director compensation comprised cash fees only; no participation in short‑term incentive awards or benefit plans; reimbursement of reasonable expenses permitted .

Performance Compensation

Note: No performance metrics are tied to non‑management director compensation; equity retainer beginning 2025 is time‑based. Executive PSU metrics and peer group are disclosed for NEOs but do not apply to non‑management director pay .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial management, accounting, internal controls, and financial reporting (Audit Committee Financial Expert) .
• Global strategy and operational leadership across U.S. and international markets .
• Governance, M&A, talent management, IT & cyber, compensation, strategy .
• Education: Bachelor of Commerce and Diploma in Professional Accounting (University College Dublin); Honorary Doctorate (Queen’s University Belfast) .

Equity Ownership

• Anti‑hedging and pledging policy: Directors and executive officers are prohibited from hedging, short sales, derivatives to offset CRH equity, and pledging/encumbering CRH shares, including margin accounts .
• Director share ownership guidelines from 2025: 5x cash retainer within 5 years; must retain 75% of net shares acquired; individual compliance status for directors not disclosed .

Governance Assessment

• Board effectiveness and oversight: As Audit Committee Chair, Kelly oversaw nine meetings in 2024 covering NYSE listing transition impacts, quarterly reporting, climate‑related risk disclosures, impairment methodology, and internal audit plan approval—indicating active oversight of financial reporting and controls . The committee affirmed auditor independence and recommended Deloitte U.S., supporting investor confidence in audit quality .
• Independence and engagement: Kelly is independent; overall Board/committee attendance exceeded 95% with each director ≥75% and full AGM attendance, signaling strong engagement .
• Compensation governance: No interlocks or related‑party relationships disclosed for the Compensation Committee; evolution of director pay to include equity from 2025 strengthens alignment through ownership guidelines while keeping director pay non‑performance‑based to preserve independence .
• Ownership alignment: Kelly’s disclosed holding is 4,000 shares (<1%). With new guidelines (5x $140k cash retainer over 5 years and 75% net shares retention), alignment is set to increase; individual compliance status not provided .
• Shareholder signals: Prior “Say‑on‑Pay” (advisory) in 2024 had 97% approval, reflecting broader support for CRH’s compensation governance; while this concerns NEOs, it indicates positive investor sentiment toward compensation oversight frameworks that Kelly helps supervise .

Red Flags / Watch Items

• No material conflicts identified: No compensation committee interlocks or related‑party transactions disclosed; auditor independence affirmed .
• Director equity ownership visibility: While guidelines are robust from 2025, the proxy does not disclose individual director compliance status; monitor future disclosures for progress vs. guideline .
• Performance linkage for director pay: Director compensation remains non‑performance‑based by design; alignment relies on ownership guidelines and equity retainer starting 2025 .

Appendix: Committee Roles and 2024 Activities