James Hardie Industries (JHX) Proxy filing summary

Executive summary

• Completed acquisition of AZEK Company in July 2025, creating a $5B leader in home exteriors and outdoor living materials, with integration ahead of schedule and strong customer demand for expanded offerings.

• Fiscal 2026 financial highlights: $4.8B net sales, $590M cash from operations, $104M net income, $1.3B adjusted EBITDA, and $314M free cash flow.

• Board and management focused on delivering strategic commitments, rebuilding shareholder trust, and aligning governance with U.S. market practices as over 50% of shareholders are now U.S.-domiciled.

Voting matters and shareholder proposals

• Shareholders to vote on director elections/re-elections, say-on-pay frequency, executive compensation, CEO equity grant, director equity plan, increase to director fee pool, financial statements, auditor ratification, and amendments to classified board provisions.

• Board recommends annual say-on-pay votes and supports all proposals except for the director fee pool, where directors abstain from recommendation due to personal interest.

• Proposal to amend Articles to apply classified board provisions to all directors, including the CEO, aligning with U.S. governance standards.

Board of directors and corporate governance

• Board comprises eight non-executive directors (including Chair) and one executive director (CEO), with recent refreshment and new appointments to enhance diversity and expertise.

• All standing committees are 100% independent; Chair is independent; board skills matrix reviewed annually to ensure alignment with strategic needs.

• Board established an Integration & Performance Committee to oversee AZEK integration and company performance.

• Shareholder engagement is ongoing, with robust year-round programs and direct input into governance and compensation decisions.