James Hardie Industries plc 6-K, filed Sep 2, 2022
James Hardie Industries plc (JHX)
6-K
2022-09-02
For: 2022-09-02
View Original
Added on
April 06, 2026
About this 6-K
James Hardie Industries plc filed this 6-K on September 2, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
For the Month of September 2022
1-15240
(Commission File Number)
JAMES HARDIE INDUSTRIES plc
(Translation of registrant’s name into English)
Europa House, Second Floor
Harcourt Centre
Harcourt Street, Dublin 2, D02, WR20, Ireland
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F..X.... Form 40-F.........
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): Not Applicable
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): Not Applicable
TABLE OF CONTENTS
2
Forward-Looking Statements
This Form 6-K contains forward-looking statements. James Hardie Industries plc (the “company”) may from time to time make forward-looking statements in its periodic reports filed with or furnished to the Securities and Exchange Commission, on Forms 20-F and 6-K, in its annual reports to shareholders, in offering circulars, invitation memoranda and prospectuses, in media releases and other written materials and in oral statements made by the company’s officers, directors or employees to analysts, institutional investors, existing and potential lenders, representatives of the media and others. Statements that are not historical facts are forward-looking statements and such forward-looking statements are statements made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.
Examples of forward-looking statements include:
•statements about the company’s future performance;
•projections of the company’s results of operations or financial condition;
•statements regarding the company’s plans, objectives or goals, including those relating to strategies, initiatives, competition, acquisitions, dispositions and/or its products;
•expectations concerning the costs associated with the suspension or closure of operations at any of the company’s plants and future plans with respect to any such plants;
•expectations concerning the costs associated with the significant capital expenditure projects at any of the company’s plants and future plans with respect to any such projects;
•expectations regarding the extension or renewal of the company’s credit facilities including changes to terms, covenants or ratios;
•expectations concerning dividend payments and share buy-backs;
•statements concerning the company’s corporate and tax domiciles and structures and potential changes to them, including potential tax charges;
•uncertainty from the discontinuance of LIBOR and transition to any other interest rate benchmark;
•statements regarding the effect and consequences of the COVID-19 public health crisis;
•statements regarding tax liabilities and related audits, reviews and proceedings;
•statements regarding the possible consequences and/or potential outcome of legal proceedings brought against us and the potential liabilities, if any, associated with such proceedings;
•expectations about the timing and amount of contributions to AICF, a special purpose fund for the compensation of proven Australian asbestos-related personal injury and death claims;
•expectations concerning the adequacy of the company’s warranty provisions and estimates for future warranty-related costs;
•statements regarding the company’s ability to manage legal and regulatory matters (including but not limited to product liability, environmental, intellectual property and competition law matters) and to resolve any such pending legal and regulatory matters within current estimates and in anticipation of certain third-party recoveries; and
•statements about economic or housing market conditions in the regions in which we operate, including but not limited to, the levels of new home construction and home renovations, unemployment levels, changes in consumer income, changes or stability in housing values, the availability of mortgages and other financing, mortgage and other interest rates, housing affordability and supply, the levels of foreclosures and home resales, currency exchange rates, and builder and consumer confidence.
Words such as “believe,” “anticipate,” “plan,” “expect,” “intend,” “target,” “estimate,” “project,” “predict,” “forecast,” “guideline,” “aim,” “will,” “should,” “likely,” “continue,” “may,” “objective,” “outlook” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Readers are cautioned not to place undue reliance on these forward-looking statements and all such forward-looking statements are qualified in their entirety by reference to the following cautionary statements.
3
Forward-looking statements are based on the Company’s current expectations, estimates and assumptions and because forward-looking statements address future results, events and conditions, they, by their very nature, involve inherent risks and uncertainties, many of which are unforeseeable and beyond the Company’s control. Such known and unknown risks, uncertainties and other factors may cause actual results, performance or other achievements to differ materially from the anticipated results, performance or achievements expressed, projected or implied by these forward-looking statements. These factors, some of which are discussed under “Risk Factors” in Section 3 of the Form 20-F filed with the Securities and Exchange Commission on 17 May 2022, include, but are not limited to: all matters relating to or arising out of the prior manufacture of products that contained asbestos by current and former Company subsidiaries; required contributions to AICF, any shortfall in AICF funding and the effect of currency exchange rate movements on the amount recorded in the Company’s financial statements as an asbestos liability; compliance with and changes in tax laws and treatments; competition and product pricing in the markets in which the Company operates; the consequences of product failures or defects; exposure to environmental, asbestos, putative consumer class action or other legal proceedings; general economic and market conditions; the supply and cost of raw materials; possible increases in competition and the potential that competitors could copy the Company’s products; compliance with and changes in environmental and health and safety laws; risks of conducting business internationally; compliance with and changes in laws and regulations; currency exchange risks; dependence on customer preference and the concentration of the Company’s customer base; dependence on residential and commercial construction markets; the effect of adverse changes in climate or weather patterns; use of accounting estimates; risk and uncertainties arising out of the COVID-19 public health crisis, including the impact of COVID-19 on our business, sales, results of operations and financial condition and all other risks identified in the Company’s reports filed with Australian, Irish and US securities regulatory agencies and exchanges (as appropriate). The Company cautions you that the foregoing list of factors is not exhaustive and that other risks and uncertainties may cause actual results to differ materially from those referenced in the Company’s forward-looking statements. Forward-looking statements speak only as of the date they are made and are statements of the Company’s current expectations concerning future results, events and conditions. The Company assumes no obligation to update any forward-looking statements or information except as required by law.
4
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Application for quotation of securities - JHX | ||||||||
| Substantial Holding Notice | ||||||||
| James Hardie Industries Announces CEO Appointment | ||||||||
| Appendix 3X | ||||||||
5
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| James Hardie Industries plc | ||||||||
| Date: 2 September 2022 | By: /s/ Joseph C. Blasko | |||||||
Joseph C. Blasko | ||||||||
General Counsel, Chief Compliance Officer and Company Secretary | ||||||||
6
EXHIBIT INDEX
| Exhibit No. | Description | |||||||
| Application for quotation of securities - JHX | ||||||||
| Substantial Holding Notice | ||||||||
| James Hardie Industries Announces CEO Appointment | ||||||||
| Appendix 3X | ||||||||
7
Application for quotation of +securities Application for quotation of +securities 1 / 7 Announcement Summary Entity name JAMES HARDIE INDUSTRIES PLC Announcement Type New announcement Date of this announcement Monday August 29, 2022 The +securities to be quoted are: Total number of +securities to be quoted ASX +security code Security description Number of +securities to be quoted Issue date JHX CHESS DEPOSITARY INTERESTS 1:1 15,656 29/08/2022 Refer to next page for full details of the announcement +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer
Application for quotation of +securities Application for quotation of +securities 2 / 7 Part 1 - Entity and announcement details 1.1 Name of entity JAMES HARDIE INDUSTRIES PLC We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules. 1.2 Registered number type ARBN Registration number 097829895 1.3 ASX issuer code JHX 1.4 The announcement is 1.5 Date of this announcement 29/8/2022 New announcement
Application for quotation of +securities Application for quotation of +securities 3 / 7 Part 2 - Type of Issue 2.1 The +securities to be quoted are: 2.2 The +securities to be quoted are: Additional +securities in a class that is already quoted on ASX ("existing class") +Securities issued under an +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer
Application for quotation of +securities Application for quotation of +securities 4 / 7 Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B Additional +securities to be quoted in an existing class issued under an +employee incentive scheme FROM (Existing Class) ASX +security code and description JHXAK : RESTRICTED STOCK UNIT TO (Existing Class) ASX +security code and description JHX : CHESS DEPOSITARY INTERESTS 1:1 Please state the number of +securities issued under the +employee incentive scheme that are not subject to a restriction on transfer or that are to be quoted notwithstanding there is a restriction on transfer 15,656 Please provide details of a URL link for a document lodged with ASX detailing the terms of the +employee incentive scheme or a summary of the terms Refer to 2006 Plan https://ir.jameshardie.com.au/public/download.jsp?id=5390 Are any of these +securities being issued to +key management personnel (KMP) or an +associate Provide details of the KMP or +associates being issued +securities Name of KMP Name of registered holder Number of +securities Sean Gadd Same 15,656 Issue date 29/8/2022 Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes Yes
Application for quotation of +securities Application for quotation of +securities 5 / 7 Issue details Number of +securities to be quoted 15,656 Are the +securities being issued for a cash consideration? Please describe the consideration being provided for the +securities Nil Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted 0.000000 Any other information the entity wishes to provide about the +securities to be quoted 22,145 RSUs vesting pursuant to the James Hardie Industries 2006 Long-Term Incentive Plan (2006 Plan). 15,656 shares were issued as a result of the vesting. The balance of 6,489 shares were withheld from issuance to satisfy applicable payroll withholding taxes No
Application for quotation of +securities Application for quotation of +securities 6 / 7 Part 4 - Issued capital following quotation Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise: (A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.) 4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application) ASX +security code and description Total number of +securities on issue JHX : CHESS DEPOSITARY INTERESTS 1:1 445,653,365 4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX) ASX +security code and description Total number of +securities on issue JHXAK : RESTRICTED STOCK UNIT 2,083,401
Application for quotation of +securities Application for quotation of +securities 7 / 7 Part 5 - Other Listing Rule requirements 5.1 Are the +securities being issued under an exception in Listing Rule 7.2 and therefore the issue does not need any security holder approval under Listing Rule 7.1? 5.2 Has the entity obtained, or is it obtaining, +security holder approval for the issue under listing rule 7.1? 5.2b Are any of the +securities being issued without +security holder approval using the entity's 15% placement capacity under listing rule 7.1? 5.2c Are any of the +securities being issued without +security holder approval using the entity's additional 10% placement capacity under listing rule 7.1A (if applicable)? N/A No No No
EXHIBIT 99.2
James Hardie Industries plc
Europa House 2nd Floor,
Harcourt Centre
Harcourt Street, Dublin 2,
D02 WR20, Ireland
T: +353 (0) 1 411 6924
F: +353 (0) 1 479 1128
1 September 2022
The Manager
Company Announcements Office
Australian Securities Exchange Limited
20 Bridge Street
SYDNEY NSW 2000
Dear Sir/Madam
Substantial Holding Notice
As required under ASX Listing Rule 3.17.3 please see attached a copy of the substantial holding notice received by James Hardie on 31 August 2022.
Regards
Joseph C. Blasko
General Counsel & Company Secretary
This announcement has been authorised for release by the General Counsel and Company Secretary, Mr Joseph C. Blasko.
James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland.
Directors: Michael Hammes (Executive Chairman, USA), Anne Lloyd (Deputy Chairperson, USA), Peter-John Davis (Aus), Persio Lisboa (USA), Rada Rodriguez (Sweden),
Suzanne B. Rowland (USA), Nigel Stein (UK).
Interim Chief Executive Officer and Director: Harold Wiens (USA)
Company number: 485719
ARBN: 097 829 895
Superannuation and Investments HoldCo Pty Ltd ACN 644 660 882
Ground Floor Tower 1, 201 Sussex Street, Sydney, NSW, 2000, Australia
James Hardie Industries PLC
Group Company Secretary
Second Floor, Europa House,
Harcourt Centre
Group Company Secretary
Second Floor, Europa House,
Harcourt Centre
Harcourt Street
Dublin 2, Ireland
Dublin 2, Ireland
31 August 2022 Dear Sir/Madam,
Re: Disclosure of Holding above 4% Threshold
Superannuation and Investments HoldCo Pty Ltd on behalf of its subsidiaries: Avanteos Investments Limited and Colonial First State Investments Limited, have a requirement to make a subsequent disclosure under Section 1048/1050 of the Companies Act 2014.
These entities have an aggregated interest in James Hardie Industries PLC, Chess Depository Interests of 4.002% ordinary share capital, as at 29 August 2022. This is based upon 17,833,319 shares held and a total of 445,653,365 voting rights on issue.
Page 2 | ||
The holdings dissection between entities within Superannuation and Investments HoldCo Pty Ltd before notification obligation on 28 August 2022:
Entity | Registered Holder | Holdings of CDI's | Relevant Interest % | ||||||||
Colonial First State Investments Limited | Citibank N A Hong Kong | 6,350,008 | 1.425% | ||||||||
Colonial First State Investments Limited | Citicorp Nominees Pty Limited (Australia) | 10,257,927 | 2.302% | ||||||||
Avanteos Investments Limited | Colonial First State Investments Limited | 30,869 | 0.007% | ||||||||
Colonial First State Investments Limited | Colonial First State Investments Limited | 29,392 | 0.007% | ||||||||
Colonial First State Investments Limited | Northern Trust Company | 1,143,488 | 0.257% | ||||||||
Colonial First State Investments Limited | UBS Nominees Pty Ltd | 6,296 | 0.001% | ||||||||
17,817,980 | 3.998% | ||||||||||
The holdings dissection between entities within Superannuation and Investments HoldCo Pty Ltd on notification obligation on 29 August 2022:
Entity | Registered Holder | Holdings of CDI's | Relevant Interest % | ||||||||
Colonial First State Investments Limited | Citibank N A Hong Kong | 6,350,008 | 1.425% | ||||||||
Colonial First State Investments Limited | Citicorp Nominees Pty Limited (Australia) | 10,287,927 | 2.309% | ||||||||
Avanteos Investments Limited | Colonial First State Investments Limited | 30,869 | 0.007% | ||||||||
Colonial First State Investments Limited | Colonial First State Investments Limited | 29,422 | 0.007% | ||||||||
Colonial First State Investments Limited | Northern Trust Company | 1,128,797 | 0.253% | ||||||||
Colonial First State Investments Limited | UBS Nominees Pty Ltd | 6,296 | 0.001% | ||||||||
17,833,319 | 4.002% | ||||||||||
Page 3 | ||
Transactions on the notification obligation date:
Date of Change | Registered Company | Class | Transaction Type | Number of Securities | Cash Consideration | ||||||||||||
Monday, 29 August 2022 | Citicorp Nominees Pty Limited (Australia) | Chess Depository Interests | Purchase | 30,000 | 996,756.00 | ||||||||||||
Monday, 29 August 2022 | Colonial First State Investments Limited | Chess Depository Interests | Purchase | 1 | 33.35 | ||||||||||||
Monday, 29 August 2022 | Colonial First State Investments Limited | Chess Depository Interests | Purchase | 1 | 33.35 | ||||||||||||
Monday, 29 August 2022 | Colonial First State Investments Limited | Chess Depository Interests | Purchase | 28 | 933.80 | ||||||||||||
Monday, 29 August 2022 | Northern Trust Company | Chess Depository Interests | Sale | 14,691 | 488,118.76 | ||||||||||||
Thank you for your attention in this matter. Yours faithfully,
Mai Poon
Senior Manager Corporate Actions
EXHIBIT 99.3
Media Release 2 September 2022 Sydney, Australia 1 September 2022 Chicago, USA |  | ||||
James Hardie Industries Announces CEO Appointment
Mr Aaron Erter appointed Chief Executive Officer
James Hardie Industries plc (ASX: JHX; NYSE: JHX), a world leader in fiber cement home siding and exterior design solutions, is pleased to announce the appointment of Mr Aaron Erter as Chief Executive Officer, effective immediately.
Mr Erter joins James Hardie from a distinguished leadership career in large global and North American industrial, consumer and manufacturing businesses.
Commenting on the appointment of Aaron Erter, Chairman Mike Hammes said, “A comprehensive search conducted by global executive recruitment firm Heidrick & Struggles identified a number of outstanding candidates. Following a thorough evaluation process, the Board concluded that Aaron’s combination of experience, capabilities and leadership attributes was the ideal fit to lead James Hardie.
“Aaron is an exceptional leader and we’re excited for him to join James Hardie. Aaron has more than two decades of experience leading large and complex industrial and consumer businesses, including various global leadership roles at Sherwin Williams, as well as the last two years as the CEO of PLZ Corporation. Aaron brings a wealth of experience and passion to James Hardie and will be supported by our highly capable leadership team.
“James Hardie is a high-performance global company that has built its presence and reputation over many years through fast-paced and results oriented work. The Board is confident that Aaron has the right mix of attributes to continue the considerable growth ambitions of the business while strengthening our culture as the business evolves and expands.”
Deputy Chairperson and Chair-elect, Ms Anne Lloyd said, “Aaron is a leader of exceptional caliber and joins James Hardie at a pivotal time in our history; we are in a strong financial position, we have the right foundational strategy, and we have an excellent core leadership team. Aaron brings experience leading global teams and the ability to execute strategies that combine innovation, marketing to the homeowner and penetrating new and existing markets and segments. Aaron has proven capability and extensive experience in understanding the consumers’ needs, commercializing the right innovative products to meet those needs, and driving growth through the right consumer marketing.
“I am pleased to welcome Aaron to James Hardie as I transition into the Chairperson role in November. It is an energizing period for the organization as we continue to drive profitable growth globally.”
Commenting on his appointment, Mr Erter said, “I have long admired James Hardie and the chance to join a business of this quality, with a world class team, is a tremendous opportunity. I have been fortunate to work for some world-class organizations in my career, and I am confident that my experience and expertise align with what James Hardie needs in a leader. I am passionate about joining a global industry leader that is committed to progress, innovation and building a brighter future.
“James Hardie is in a solid financial position to execute upon a well-rooted growth strategy. There is a high-performance culture focused on creating a positive impact in the communities we serve. The relentless pursuit of providing solutions to the trade and offering materials that help beautify and protect homes will continue to grow under my leadership. These are qualities that have built the business into the leader it is today and will be our guiding principles as we move forward.
| Media Release: James Hardie Industries Announces CEO Appointment | 1 | ||||
Media Release 2 September 2022 Sydney, Australia 1 September 2022 Chicago, USA | | ||||
“I am joining a dynamic and supportive Board and executive team that align with my values of integrity, accountability, and transparency. We are all committed to building a better James Hardie together.”
Mr. Erter will be based out of the company’s Chicago, Illinois, USA office.
Forward-Looking Statements | ||
This Media Release contains forward-looking statements and information that are necessarily subject to risks, uncertainties, and assumptions. Many factors could cause the actual results, performance or achievements of James Hardie to be materially different from those expressed or implied in this release, including, among others, the risks and uncertainties set forth in Section 3 “Risk Factors” in James Hardie’s Annual Report on Form 20-F for the year ended 31 March 2022; changes in general economic, political, governmental and business conditions globally and in the countries in which James Hardie does business; changes in interest rates; changes in inflation rates; changes in exchange rates; the level of construction generally; changes in cement demand and prices; changes in raw material and energy prices; changes in business strategy and various other factors. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein. James Hardie assumes no obligation to update or correct the information contained in this Media Release except as required by law.
This media release has been authorized by the Board of Directors.
END
Australian Media Enquiries: Jack Gordon Citadel-Magnus Telephone: +61 478 060 362 Email: jgordon@citadelmagnus.com | Investor/Analyst Enquiries: James Brennan-Chong Director of Investor Relations and Market Intelligence Telephone: +61 2 9638 9205 Email: media@jameshardie.com.au | ||||
James Hardie Industries plc is a limited liability company incorporated in Ireland with its registered office at Europa House, 2nd Floor, Harcourt Centre, Harcourt Street, Dublin 2, D02 WR20, Ireland
| Media Release: James Hardie Industries Announces CEO Appointment | 2 | ||||
Media Release 2 September 2022 Sydney, Australia 1 September 2022 Chicago, USA | | ||||
Aaron Erter biography
Mr Erter is a highly experienced executive, with deep experience in leading large enterprises in the consumer and industrial sectors.
Mr Erter most recently served as Chief Executive Officer of PLZ Corp, a leader of specialty liquid and aerosol manufacturing. Headquartered outside of Chicago, Illinois, USA, with over 2,500 employees throughout North America. Mr Erter was CEO from November 2020 to August 2022.
From 2017 to 2020, Mr Erter held multiple executive leadership roles at Sherwin Williams, the world leader in paints and coatings. While at Sherwin Williams, Mr Erter was Global President of the Consumer Brands Group and Global President of the Performance Coatings Group.
Before joining Sherwin Williams, Mr Erter held various leadership roles at Valspar, including SVP and General Manager of the North America Consumer Division. Prior to Valspar, Mr Erter held various leadership roles at Stanley Black and Decker.
Mr Erter earned a Bachelor of Economics from The Wharton School at The University of Pennsylvania and MBA at The University of Notre Dame – Mendoza College of Business.
| Media Release: James Hardie Industries Announces CEO Appointment | 3 | ||||
Media Release 2 September 2022 Sydney, Australia 1 September 2022 Chicago, USA | | ||||
Summary of Material Terms of Employment with Aaron Erter
| Name | Aaron Erter | ||||
| Position | Chief Executive Officer and Executive Director of James Hardie Industries plc and President of James Hardie Building Products Inc. | ||||
| Commencement Date Term | September 1, 2022 in Chicago, Illinois, USA. Mr. Erter’s contract is not for a fixed term and may be terminated at any time by either party. | ||||
| Base Salary | USD$1,000,000 per year, subject to annual review for increase in the discretion of the Remuneration Committee. | ||||
| Short Term Incentive (STI) | Mr. Erter shall be eligible for an annual incentive award based on the achievement of James Hardie and individual performance goals determined, and subject to change, by the Remuneration Committee in its discretion. For the fiscal year ending March 31, 2023, the target annual incentive will be the weighted average of target annual incentive opportunities for the various roles that Mr. Erter has held or will hold during this year. For subsequent fiscal years, the target annual incentive award will be at least equal to 120% of Mr. Erter’s base salary for that year. | ||||
| Long Term Incentive (LTI) | Mr. Erter shall be eligible to participate in James Hardie’s LTI plan on terms determined by the Remuneration Committee. Program design, including performance measures and weighting, shall be determined by the Remuneration Committee in its discretion, generally on an annual basis. Subject to approval of the Remuneration Committee and any shareholder approval required under applicable law or exchange listing requirements, Mr. Erter would receive (i) a buyout stock option grant having a fixed value of $2,000,000 issued pursuant to the terms set forth under the 2001 LTI Plan following shareholder approval at the 2022 AGM; (ii) an initial LTI award of RSUs having a target value as of the grant date of $5,000,000 issued pursuant to the terms set forth under the 2006 LTI Plan following shareholder approval at the 2022 AGM where required; and (iii) future annual LTI grants of RSUs commencing with the FY2024 LTI grant having a target value as of the grant date of $5,000,000 issued pursuant to the terms set forth under the 2006 LTI Plan following shareholder approval at each year’s AGM where required;, in accordance with the same methodology and design and on the same terms and conditions (including the same vesting and testing dates) set out in the FY2022 and FY2023 LTI Plan paper approved by the RC and the Board at the May 2021 and May 2022 meetings, respectively. | ||||
Benefits/ Perquisites | Mr. Erter shall be eligible for an annual incentive award based on the achievement of James Hardie and individual performance goals determined, and subject to change, by the Remuneration Committee in its discretion. For the fiscal year ending March 31, 2023, the target annual incentive will be the weighted average of target annual incentive opportunities for the various roles that Mr. Erter has held or will hold during this year. For subsequent fiscal years, the target annual incentive award will be at least equal to 120% of Mr. Erter’s base salary for that year. | ||||
| Reimbursement of Expenses | The Company will make payments in an amount that shall not exceed $1,100,168.13 to (a) satisfy amounts Mr. Erter owes his former employer in respect of relocation expenses and (b) place Mr. Erter in the same after-tax financial position that he would have been in if the payment provided under (a) had not been made by the Company. | ||||
| Termination Provisions | In the event that Mr. Erter’s employment is terminated by James Hardie for any reason other than for “Cause”, or if Mr. Erter voluntarily terminates his employment for “Good Reason”, in addition to those benefits that what would be considered standard for any employee at termination (i.e., unpaid base salary, accrued vacation, unreimbursed business expenses and the payment of any earned but unpaid annual incentive award) Mr. Erter will be entitled to receive the following benefits: •An aggregate amount equal to the sum of (i) two times Mr. Erter’s base salary plus (ii) two times Mr. Erter’s target annual incentive, payable in substantially equal periodic installments over the two-year period following the date of termination; •An amount, if any, with respect to the annual cash incentive award opportunity for the fiscal year in which termination of employment occurs, as determined under the terms and conditions of annual incentive program(s) then in-effect; •All outstanding equity awards will be subject to the terms and conditions of the applicable equity incentive plan and any corresponding award agreement(s); provided, however, that the Buyout Grant shall vest in full and become exercisable to the extent unvested; •Monthly payments for a period of up to 24 months following the date of termination equal to the premium Mr. Erter would be required to pay for continuation coverage under James Hardie’s health benefit plans; and •James Hardie will provide Mr. Erter with up to $50,000 in professional outplacement services for a period of up to 24 months following the date of termination. | ||||
| Media Release: James Hardie Industries Announces CEO Appointment | 4 | ||||
EXHIBIT 99.4 Appendix 3X Initial Director’s Interest Notice | ||
Rule 3.19A.1
Appendix 3X
Initial Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
Name of entity James Hardie Industries plc | ||
ARBN 097 829 895 | ||
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Aaron Erter | ||||
| Date of appointment | 1 September 2022 | ||||
Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities Nil | ||
+ See chapter 19 for defined terms. | ||
11/3/2002 Appendix 3X Page 1
Appendix 3X Initial Director’s Interest Notice | ||
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. | Number & class of Securities Nil | ||||
Part 3 – Director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | Not applicable | ||||
Nature of interest | Not applicable | ||||
Name of registered holder (if issued securities) | Not applicable | ||||
No. and class of securities to which interest relates | Not applicable | ||||
+ See chapter 19 for defined terms. | ||
Appendix 3X Page 2 11/3/2002