James Hardie Industries plc

This proxy statement summary highlights information contained elsewhere in this proxy statement. This

summary does not contain all of the information you should consider, so please read the entire proxy

statement carefully before voting. In this proxy statement, the terms “James Hardie,” “the Company,” “we,”

“us” and “our” refer to James Hardie Industries plc. All financial and compensation figures are presented in

United States dollars ($) and dates follow the format month/day/year, unless otherwise indicated.

2026 Annual General Meeting Information

MEETING DATE:

August 20, 2026, Dublin time

RECORD DATE:

10:00 a.m., August 19, 2026,

Dublin time

1st Floor, Block A, One Park Place, Upper

Hatch St., Dublin 2, D02 FD79, Ireland

10:00 p.m. Dublin time

MEETING PLACE:

MEETING TIME:

Matters To Be Voted Upon and Voting Recommendations

Fiscal 2026 Financial Highlights

$4.8B

Net Sales

$104M

Net Income

$1.3B

Adjusted EBITDA 1

$590M

Cash from Operations

$314M

Free Cash Flow 1

AZEK Integration &

Synergies

Ahead of Schedule

(1) For a discussion of Adjusted EBITDA and Free Cash Flow, including

reconciliations to their closest comparable GAAP measures, see pages

43-46 of our 2026 Annual Report as filed with the SEC on May 19, 2026.

Corporate Governance Highlights

Sustainability Highlights

Trim-Over™ Installation

Method recognized as a

Green Builder® Sustainable

Products of the Year for 2026

Recycled ~545 million

pounds of waste and

scrap into our products in

FY26

fermacell® Therm25 and

gypsum fiber board

Cradle-to-Cradle® certified

Named one of Forbes World’s

Best Employers 2025 and

TIME’s World’s Best

Companies 2025

Committed to update our

global sustainability targets

for emissions and waste

following AZEK acquisition

Donated over 850,000

square feet of product to

support local communities

in FY26

Select Awards and Recognition

Executive Compensation Highlights

structured to enable us to (i) attract, retain and motivate talented executives; (ii) reward outstanding company and individual

performance, particularly financial and stock price performance; and (iii) align the interests of our executive officers to the

interests of our shareholders, with the ultimate goal of creating long-term value while protecting against excessive risk-taking.

In line with this philosophy and notwithstanding the significant changes made for fiscal year 2027, we believe that our

executive compensation for fiscal year 2026, including the compensation of our NEOs, was appropriately balanced to reward

our NEOs for performance while achieving retention goals and aligning their interests with those of our shareholders. Following

the exercise of negative discretion by the People & Compensation Committee, the fiscal year 2026 James Hardie Short-Term

Incentive plan paid at 48% of target (16% of maximum) for the CEO, and each of the components of the long-term incentive

awards granted in fiscal year 2026 are performance-based and vest only if rigorous three-year goals are achieved. In addition,

with respect to awards vesting at the end of fiscal year 2026 or in early fiscal year 2027, the People & Compensation

Committee exercised negative discretion on all of the James Hardie STI plan, the ROCE PRSUs and the Scorecard LTI (each

as defined elsewhere in this Proxy Statement), reflecting shareholder concerns and despite strong performance early in the

performance period. Further, such negative discretion was applied even more strongly in the case of CEO compensation as

compared to the other NEOs, evidencing the very high standard that the Board holds for the CEO in particular. Finally, TSR

PRSUs vesting in August 2026 are expected to payout below threshold, resulting in no vesting.

Our executive compensation program is described in more detail in the Compensation Discussion and Analysis section

beginning on page 52 of this proxy statement. The following table summarizes our key executive compensation practices:

Results of Fiscal Year 2025 Remuneration Report Vote and Shareholder Engagement

At our 2025 annual general meeting, shareholders were asked to cast a non‑binding advisory vote on our FY25 Remuneration

Report, which reflected compensation practices in place prior to our acquisition of AZEK. Shareholders did not approve the

FY25 Remuneration Report, with approximately 34% of votes cast in support. In addition, shareholders did not approve Mr.

Erter’s FY26 ROCE PRSUs, which were therefore not granted.

The outcome of the vote was disappointing. The People & Compensation Committee and Board seek to design a

compensation program aligned with shareholder interests and, following this vote, sought to understand and address many of

the issues raised by investors for future years.

The People & Compensation Committee considers shareholder feedback to be a critical input to its oversight and

decision‑making. Since the end of fiscal year 2025, Company leaders have engaged with shareholders through more than 80

meetings involving members of our Board and more than 600 total interactions, as well as proxy advisors active in the United

States and Australia. The Chairs of the Committee and the Board participated in many of these discussions, including by

meeting in person with many shareholders following the 2025 annual general meeting, providing an opportunity for direct

dialogue on our business strategy, financial performance, and executive compensation programs.

Following this shareholder engagement, the People & Compensation Committee conducted a comprehensive review of our

compensation program with input from our independent compensation consultants, FW Cook and Guerdon, which considered

feedback from our shareholders, market practices and trends, and legacy practices at both James Hardie and AZEK. The

feedback received from our shareholders, which is summarized on the next page, and the findings from this comprehensive

review, culminated in a fully redesigned compensation program beginning in FY27, a high-level summary of which is provided

in the section titled “Compensation Discussion and Analysis—Changes to Executive Compensation for Fiscal Year 2027”.

The meaningful changes described above are intended to directly respond to the feedback received from investors and the

comprehensive review conducted with the independent compensation consultants. The People & Compensation Committee

and the Board sincerely value the views of our shareholders and remain committed to ongoing engagement.

Board of Directors

Board and Committee Membership Information

Our Nominating & Governance committee has recommended, and our Board has approved, Mr. Nigel Stein, Ms. Renee

Peterson and Mr. Rob Sindel as nominees for election or re-election, as applicable, as directors at the Annual General Meeting. If

elected or re-elected, as applicable, they each will serve until our 2029 annual meeting of shareholders and until their successors

are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal. However, in an effort

to increase Board accountability to shareholders, our Board intends for our Chair, Mr. Stein, to be subject to re-election again at

our 2027 annual general meeting. The following table sets forth the names, ages as of June 1, 2026, and certain other

information for each of the members of our Board. For additional information, see "Board of Directors".

Legend: (C) Chair of the Board | Chair | Member | Audit Committee Financial Expert

Director Skills, Independence and Diversity

The Board seeks to ensure it maintains an appropriate mix of skills, experience, and expertise to promote diversity of thought,

maximize its effectiveness, and build a culture equipped to meet the current and emerging challenges and opportunities that

James Hardie faces. In addition, our Board believes that a balance of director tenures is important to maintaining continuity of

our corporate vision and strategy while also recognizing the value of fresh insights and ideas that new directors can bring to our

company. With the loss of two female directors resulting from our 2025 annual general meeting, our board currently reflects

approximately 22% gender diversity. The Board, along with the Nominating & Governance Committee, remains committed to

building a board with a diversity of skills, backgrounds, professional experience and viewpoints and anticipates diverse

representation to increase in due course. The below charts highlight the various skills and qualifications, diversity, independence

and refreshment metrics that are currently reflected by our non-executive directors and that the board believes are particularly

relevant to our current strategic needs.

New Directors Since

July 1, 2025

Independent Directors

Chief Executive Officer

Gender & Ethnic Diversity

Shareholder Engagement

Fostering strong, long-term relationships with shareholders and other stakeholders is a key objective. We maintain a robust year-

round shareholder engagement program to properly understand shareholder interests, and our senior management and investor

relations team routinely communicate with our shareholders to solicit their views with respect to key corporate matters, such as

corporate strategy, corporate governance, risk oversight, executive compensation, sustainability matters and human capital

management. The below information provides an overview of our shareholder engagement efforts in fiscal year 2026. In addition,

see "Compensation Discussion and Analysis—Results of Fiscal Year 2025 Remuneration Report Vote and Shareholder

Engagement" for more information regarding our fiscal year 2026 shareholder engagement with respect to our advisory vote on

executive compensation for fiscal year 2025. We believe our proactive engagement approach has resulted in constructive

feedback and input from shareholders and we intend to continue these efforts.