James Hardie Industries plc
For the period ended Aug 20, 2026. Filed Jul 1, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 20, 2026 · Filed Jul 1, 2026
Contents
Additional Compensation Practices
Clawback
As required by the Dodd-Frank Act and related SEC rules, in the event we are required to prepare an accounting restatement
due to our material noncompliance with any financial reporting requirement under U.S. securities laws, Committee will endeavor
to recover from any executive officer the amount of erroneously awarded cash or equity incentive-based compensation. In
addition, all FY26 LTI grants made to the NEOs are subject to an additional clawback provision for violation of a limited non-
compete provision that specifically prohibits executives from working for designated competitors or for any company that may
enter the fiber cement market within two years of departure.
Hedging and Pledging
All directors and employees of the Company are subject to the Company’s Insider Trading Policy. Under the Insider Trading
Policy, designated employees and directors may generally conduct transactions in the Company’s securities during a four-week
period beginning two days after the announcement of quarterly or full year financial results, or such other periods as may be
designated by the Board provided that such persons are not in possession of material, non-public information. The Insider
Trading Policy also contains pre-clearance requirements for certain designated employees and directors, as well as general
prohibitions on hedging and pledging activities or selling any shares for short-swing profit.
Termination and Change in Control Benefits
The NEOs are entitled to certain severance and change in control benefits, the terms of which are described below under “Fiscal
Year 2026—Compensation Tables and Related Disclosures—Potential Payments and Benefits upon Termination or Change-in-
Control.” We provide our NEOs with these severance and change-in-control benefits to assist us in recruiting and retaining
talented individuals and to help us ensure the continued focus and dedication of our NEOs, notwithstanding any concern that
they may have regarding their continued employment, including prior to or following a change in control transaction. Upon the
occurrence of a change in control (i) outstanding equity awards granted under the 2001 LTIP (as defined below) will automatically
terminate unless assumed, substituted, or adjusted as provided by the Board, and if no such action is taken, such awards may
become fully vested at the election of the participant and (ii) outstanding equity awards granted under the 2006 LTIP (as defined
below) will automatically terminate unless the Board provides for accelerated vesting of all or a portion of such awards.
Stock Ownership Guidelines
Senior executives, including all of our NEOs, are subject to stock ownership guidelines that require them to maintain a minimum
interest in our stock to further align their interests with those of our shareholders. These guidelines, which were updated in
November of 2025, further align the interests of our executives with those of our shareholders, encourage them to think like long-
term owners and stewards of the company, and discourage decisions focused only on the short-term.
| Minimum ownership requirement | •CEO: 500% of salary•Other executive officers: 200% of salary |
|---|---|
| Equity interests considered in assessing compliance | •Shares held by the individual (directly or indirectly)•60% of outstanding time-based RSU awards•No performance-based LTI awards or stock options are counted towards executive equity interest |
| Time horizon for compliance | •Five years from date of appointment or becoming subject to the guideline |
| Retention requirements | •Prior to meeting the minimum requirement: 75% of shares obtained under our LTI Plans (net of taxes and other costs)•After meeting the minimum requirement: 25% of shares issued under our LTI Plans through the vesting of RSUs or exercise of options (net of taxes and other costs) for a period of two years (by way of a holding lock), after which time those shares can be sold (provided they remain at or above the stock ownership guideline |
As of March 31, 2026, all executive officers have either achieved the minimum share ownership threshold or are within the initial
five-year accumulation period.
| James Hardie 2026 Proxy Statement | 78 |
|---|
Equity Award Practices
Historical LTI awards were approved by the Committee in May of each year, with awards generally granted in August of each
year. Commencing with the FY27 LTI awards, the Company has revised its practice to grant regular annual equity awards
effective in June of each year, subject to shareholder approval at the following annual general meeting, to the extent required.
James Hardie may also grant equity awards at other appropriate times, including depending on the specific facts and
circumstances regarding the grants, as determined by the Committee. James Hardie does not have any program, plan, or
practice to time equity grants in coordination with the release of material, non-public information and in FY26 did not time the
disclosure of material non-public information for the purpose of affecting the value of executive compensation.
Retirement Plans
In every country in which we operate, we offer employees access to pension, superannuation or individual retirement savings
plans consistent with the laws of the respective country.
In the U.S., we sponsor a defined contribution plan, the James Hardie Retirement and Profit Sharing Plan (the “401(k) Plan”).
The 401(k) Plan is a tax-qualified retirement and savings plan covering all U.S. employees, including the NEOs, subject to
certain eligibility requirements as defined by the Internal Revenue Service (the “IRS”). Under the 401(k) Plan, we match
employee contributions dollar for dollar up to a maximum of the first 6% of an employee’s eligible compensation.
Non-Qualified Deferred Compensation Plan
We also sponsor a non-qualified deferred compensation plan, the James Hardie Executive Deferred Compensation Plan (the
“Deferred Compensation Plan”). Participation in the Deferred Compensation Plan is generally limited to individuals whose annual
salary exceeds the IRS limits applicable to our tax-qualified plans or are participants in our equity programs. The Deferred
Compensation Plan allows participants to elect to defer receipt of some or all of their salary or earned cash incentive to a later
date. The Deferred Compensation Plan also restores matching employee contributions up to a maximum of the first 6% of an
employee’s eligible compensation that is not otherwise eligible for contribution to the 401(k) Plan due to IRS contribution limits so
long as the participant defers eligible compensation to the Deferred Compensation Plan.
Loans
We do not make loans to our executive officers.
Employment and Severance Arrangements
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