UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                                 Filed by a Party Other Than the Registrant  ☐

Check the Appropriate Box:

Owens Corning

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS AND PROXY STATEMENT

Thursday, April 15, 202114, 2022

109 a.m. Eastern Time

Virtual Meeting

webcast at www.virtualshareholdermeeting.com/OC2021OC2022

ACCELERATING INNOVATION Product innovation and material science are fundamental to helping our customers and strengthening our competitive positions. We expect our strategy to provide us the opportunity to expand our total addressable market by five times, to approximately $200 billion. The value of our material science and functional design expertise was evident last year as we further accelerated new product and systems, launching approximately 30% more new products in our company that will continue to propel our growth going forward. Further recognizing how critical innovation is to our growth strategy, in 2021 we appointed Dr. José Méndez-Andino to the newly created role of Chief Research and Development Officer with oversight of product and systems innovation across our three major businesses and leadership of enterprise R&D capabilities. Dr. Méndez-Andino and his team are committed and equipped to advance our efforts to solidify our competitive advantages and ensure that we help our customers win and grow in the market.

SUSTAINABILITY LEADERSHIP CREATING GROWTH OPPORTUNITIES

At Owens Corning, sustainability is core to who we are and how we operate. Nearly two decades into our journey, we continued to broaden our leadership with new investments in customer and circular economy solutions in 2021. Today, we generate more than 60 percent of our revenue from energy-saving and renewable energy products. We have reduced our greenhouse gas emissions by 60 percent from our peak year in 2007. We have also set ambitious 2030 goals to double the positive impact of our products, halve the negative impact of our operations, and enhance our social impact through commitments to health and safety, inclusion and diversity, and our communities.

We are proud to have earned numerous ESG-related accolades in 2021, including topping the 100 Best Corporate Citizens list for an unprecedented third year in a row and earning a position on the Dow Jones Sustainability Index for a 12^th consecutive year.

INVESTING IN TALENT AS A COMPETITIVE ADVANTAGE

None of our accomplishments would be possible without our greatest asset – our 20,000 employees across the world. I believe we have the best team in the industry. Our people worked harder and more creatively than ever last year, facing into our challenges to deliver an outstanding year.

Throughout the year, we continued to invest in our talent by building the capabilities and leadership pipeline to help ensure long-term success. And we strengthened our competitive advantage by fostering an inclusive and diverse culture that fully values and incorporates the perspectives of all our people.

OUR PEOPLE AND PRODUCTS MAKE THE WORLD A BETTER PLACE

Each of our accomplishments in 2021 was a shared achievement – and a testament to how we are living our purpose daily as our people and products make the world a better place. Our team is energized by new opportunities to help our customers win in the market, to grow our company, to make a difference in the communities where we work and live, and deliver additional value to our shareholders.

We are proud of the work we have accomplished over the past several years. While 2021 was a step-change on our journey, we believe the best is in front of us as we continue to unlock the full potential of our company and the opportunities that it creates for all of our stakeholders.

In closing, I invite you to join us for our virtual Annual Meeting of Shareholders at 9 a.m. ET on April 14, 2022. On this date, you may access the meeting at: www.virtualshareholdermeeting.com/OC2022.

In the meantime, on the behalf of our Board of Directors, senior leadership team, and employees, thank you for your continued investment in Owens Corning.

Sincerely,

Brian Chambers

Chair and Chief Executive Officer

March 10, 2022

THE PINK PANTHER^™ & 1964–2022 Metro-Goldwyn-Mayer Studios Inc. All Rights Reserved. ^© 2022 Owens Corning. All Rights Reserved.

HOW TO VOTE

Most shareholders have a choice of voting on the internet, by telephone, or by mail using a traditional proxy card. Please refer to the proxy card or other voting instructions included with these proxy materials for information on the voting methods available to you. If you vote on the internet or by telephone, you do not need to return your proxy card.

VIRTUAL ANNUAL MEETING AND ADMISSION

DueTo allow us to reach the broadest number of shareholders to participate in the meeting, due to the public health impact of the COVID-19 pandemic, and to support the health and well-being of our shareholders, employees and their families, NOTICE IS HEREBY GIVEN that the 20212022 Annual Meeting of Shareholders (the “Annual Meeting”) of Owens Corning (the “Company”), will be held in a virtual meeting format only, via live webcast. You will not be able to attend the Annual Meeting physically in person.

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Owens Corning, on behalf of the Company, of proxies to be voted at the virtual 20212022 Annual Meeting and at any adjournment or postponement thereof. On or about March 11, 2021,10, 2022, we began distributing these proxy materials to shareholders. Only shareholders who are eligible to vote at the virtual Annual Meeting will be admitted. Shareholders holding shares at the close of business on the record date may attend the virtual meeting. You will be able to attend the Annual Meeting, vote, and submit your questions in advance of and real-time during the meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/OC2021OC2022. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by mail. You will not be able to attend the Annual Meeting in person.

HELP US REDUCE PRINTING AND MAILING COSTS

If you share the same last name with other shareholders living in your household, you may receive only one copy of our Notice of Annual Meeting and Proxy Statement and accompanying documents. Please see the response to the question “What is ‘householding’ and how does it affect me?” in the Questions and Answers About the Annual Meeting and Voting section for more information on this shareholder program that eliminates duplicate mailings.

OWENS CORNING

One Owens Corning Parkway

Toledo, Ohio 43659

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSNotice of Annual Meeting of Shareholders

By order of the Board of Directors,

Omar ChaudharyGina A. Beredo

Acting Secretary

Toledo, Ohio

March 11, 202110, 2022

TABLE OF CONTENTS

COMPANY OVERVIEW

MAINTAINING SAFETY PERFORMANCE AND PERFORMANCE IN AN UNPRECEDENTED TIMEEMPLOYEE WELL-BEING

At Owens Corning, the safety and health of our employees, at work and safety of its employees,in their families, and all its stakeholders remainspersonal lives, is a top priority. Working safely is an unconditional, organization-wide expectation at the Company, which directly benefits its employees’ lives, improves its manufacturing processes, and reduces its costs. The Company maintains safety programs and procedures, focused on identifying hazards and reducing risks, with the goal of eliminating injuries. And, with its comprehensive Healthy Living platform, the Company provides a multifaceted well-being program designed to drive sustainable, long-term change, improve the health and lives of employees, and strengthen the culture and work experience.

In 2021, the COVID-19 pandemic fundamentally impactedcontinued to impact businesses and industries, communities, and families across the world in 2020. Against this challenging backdrop, Owens Corning demonstrated thatworld. Throughout the products it makes are essential. And its employees demonstrated extraordinary resilience, ingenuity, resolve, and execution in responding to challenges.

Thepandemic, the Company’s approach to COVID-19 has been comprehensive, including initiatives on employee health and safety, workplace environment (including remote working)working, where possible), interactions with customers and suppliers, financial management, operational efficiency, internal and external communications, government relations, and community outreach – and has been overseen by its Board of Directors.

While many companies have implemented response plans forAgainst this backdrop, Owens Corning employees demonstrated tremendous resilience, ingenuity, and execution in responding to challenges. Despite these challenges, as well as extremely high production levels at virtually all of its manufacturing sites, the pandemic, a few aspects of the Company’s approach deserve special mention:

The Company has provided many valuable benefits to support its employees and their families during the pandemic, including comfortable face masks, hygiene kits, enhanced paid leave offerings, mental health assistance programs, toolkits on relevant topics, and flexible work arrangements where possible, among others. The Company has also implemented additionalmaintained elevated protocols to promote a safe work environment in its offices, labs, and manufacturing plants.

Because the Company serves certain critical industries, many ofplants, and improved upon its products and operations, and those of its customers, have been deemed “essential” by governments around the world. Owens Corning makes goods that are used in residential repair and construction, commercial building construction, roads and bridges, wind energy, transportation, and for other necessities of life.

The Company has maintained its focus on serving the communities in which it operates despite the difficult circumstances. The Owens Corning Foundation donated about $2 million in 2020 in support of pandemic relief to local hospitals, food banks, and other critical needs in more than 70 communities around the globe.world-class safety performance.

DOING BUSINESS IN A SUSTAINABLE WAY

Owens Corning leadership puts sustainabilityAs a worldwide leader in our industry, we have the desire to be at the heartforefront of the Company’s operations and long-term goals. Its guiding aspirationcorporate sustainability efforts. It is our ambition to be a net-positive company where itswhose environmental handprint, (theor the positive impacts of itsour people and products) exceeds its footprint. Thisproducts, is critical to the Company’s long-term strategy and business success. Its 2030 sustainability goals are its most ambitious to date and will guide its work in the next decade. The Company’s new long-term goals go beyond operations and require the engagement of the entire company. The Company is targeting to double the positive impact of its products, halvegreater than our environmental footprint, or the negative impact of its operations, eliminate injuriesmanufacturing our products. We work to continually improve our operations. Our climate-related sustainability efforts have led Owens Corning to develop a range of strategies and improve the quality of life for its employees and their families, advance its inclusion and diversity efforts, andtactics that have had a positivesignificant impact on its communities. Some goals specifically address growing concerns, such as ensuring responsible use of water and reducingthe way we conduct our business. We strive to reduce the greenhouse gas emissions. The goals also focus on identifying needed innovations, like establishing growth-enabling circular economy business models for itsemissions released throughout the entire lifecycle of our products designing for reuseby improving the use-phase impacts of our products, making our manufacturing processes more energy-efficient, sourcing more renewable electricity, improving our supply chain logistics, increasing recycled content, and developing end-of-liferecycling and understandingsolutions. Together, this work reduces the fullenvironmental impact of itsour operations and supply chain on biodiversity.lowers the embodied carbon in our products – an attribute of growing importance to our customers.

Owens Corning began its sustainability journey nearly two decades ago, and reporting each year on its progress is an important part of its ongoing commitment to transparency and impact. Informed by insights from key stakeholders, the Company’s reporting has evolved over time and is currently prepared in accordance with the Global Reporting Initiative (“GRI”) Standards: Comprehensive option. Additional disclosures address significant issues related to the Carbon Disclosure Project (“CDP”), Dow Jones Sustainability Index, United Nations Sustainable Development Goals, United Nations Communication on Progress, and other stakeholder requests. The Company’s 2020 Sustainability Report will include additional key disclosures recommended by the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”).and other stakeholder requests. This approach enables the Company to provide an integrated, comprehensive view of its sustainability and social responsibility commitments, progress, and impact.

More information about sustainability at Owens Corning, including details on the complete set of 2030 Sustainability Goals, can be found at https://www.owenscorning.com/corporate/sustainability.¹

BUILDING A STRONGER COMPANY GUIDED BY A NEW GROWTH STRATEGY

In 2021, Owens Corning launched a growth strategy, which is rooted in our mission of building a sustainable future through material innovation. It significantly expands our current addressable markets by capitalizing on key secular trends to create new opportunities and is expected to generate stronger, more consistent financial results and position the Company for the future. This is expected to be accomplished by:

ON THE RIGHT PATH

Owens Corning is a recognized leader on environmental, social, and governance (“ESG”) issues. This record of continued achievement demonstrates aour commitment to ESG that is both long-term and embedded in the Company’s culture. It’s also recognition that the Company is on the right path. Select awards and honors earned by Owens Corning include:

PROPOSAL 1

ELECTION OF DIRECTORS

INFORMATION CONCERNING DIRECTORS

Currently, the Board of Directors (the “Board”) of Owens Corning (“Owens Corning,” the “Company,” “we,” “us,” or “our”), a Delaware corporation, consists of 1210 directors whose terms expire at the 20212022 Annual Meeting of Shareholders (the “Annual Meeting”). In February 2021, two current directors, J. Brian Ferguson and Ralph F. Hake, advised the Board that they will retire from the Board upon expiration of their terms of service at the Annual Meeting, and therefore they have not been nominated for reelection at the Annual Meeting. Effective as of the Annual Meeting, the then-current size of the Board of Directors will be reduced by two. Our Board has nominated the remainingcurrent 10 directors for electionre-election at the Annual Meeting.

BOARD STRUCTURE

Your proxy will vote for, against, or abstain for any director. If you properly execute and date your proxy card but do not indicate how you want your proxy voted, it will be voted for each of the ten nominees unless you specifically vote against any of the nominees or abstain from voting with respect to a director’s election. Pursuant to our Bylaws, majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. “Votes cast” shall include votes against a director and shall exclude abstentions and broker non-votes with respect to a director’s election. If any nominee is unable to serve, the named proxy may vote for another nominee proposed by the Board of Directors.Board. We do not know of any nominee of the Board of Directors who would be unable to serve if elected.

DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE

Pursuant to the Corporate Governance Guidelines adopted by our Board, of Directors, nominees for director are selected on the basis of, among other things, experience, knowledge, skills, expertise, mature judgment, acumen, character, integrity, diversity, ability to make independent analytical inquiries, understanding of Owens Corning’s business environment, and willingness to devote adequate time and effort to Board responsibilities. The Board of Directors believes that each of the current directors and nominees for director exhibit these characteristics.

As mentioned above, diversity is considered in the selection of director nominees. In this context, “diversity” includes gender, race, ethnicity, nationality, national origin, or other elements of one’s identity. In addition, the Governance and Nominating Committee is committed to including, in each third-party search for independent director candidates, qualified candidates who reflect diverse backgrounds, including diversity of gender and race. We are proud of our record on diversity, including at the Board level, and are likewise proud of our commitment to personal privacy. As a result, while we inquire of our directors and nominees about certain attributes relating to diversity, each individual may choose to respond or not to such inquires. Therefore, our diversity statistics may not represent all elements of diversity included on our Board.

Our Director nominees have experience in various roles, and they include current and former CEOs, CFOs,Chief Executive Officers, Chief Financial Officers, consultants, investment professionals, and other executives. Many possess experience as directors, having served on the boards and board committees of public or private companies. The Director nominees have experience in a variety of industries, including manufacturing, financial, information technology, professional services, and others. Furthermore, the nominees collectively possess a broad array of skills that the Board has deemed relevant to the Company’s strategy.

We are proud of our record on diversity, including at the board level, and are likewise proud of our commitment to personal privacy. As a result, while we inquire of our directors and nominees about certain attributes relating to diversity, no one is required to respond and so it may be that our statistics are sometimes incomplete.

Set forth below in the following Board of Directors Skill Matrix (“Matrix”) and with each director’s biographical information is a description of the principal experience, qualifications, attributes, or skills that led the Board to the conclusion that such individuals should serve as Owens Corning directors.

BOARD OF DIRECTORS SKILL MATRIX

Provided below in a Board of Directors Skill Matrix is a summary of each Director nominee’s skills and experience. The categories included in the Matrix are tied to the Company’s strategy, and the goal is that the directors collectively possess qualities that facilitate their effective oversight of the Company’s strategic plans. While the matrixMatrix is useful for determining the collective skills of the Board as a whole, it is not a comparative measure of the value of directors; a director with more focused experience could nonetheless contribute broadly and effectively.

The chart below identifies the principal skills that the Governance and Nominating Committee considered for each director when evaluating the director’s experience and qualifications to serve as a director. Each mark ● indicates an experiential strength that was self-selected by each director. In addition, self-selected diversity information is also provided below.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH DIRECTOR NOMINEE NAMED IN PROPOSAL 1.

Nominees for Election as Directors for a Term Expiring at the Annual Meeting of Shareholders in 20222023

GOVERNANCE INFORMATION

CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

•  90% of the director nominees are independent   •  100% independent Audit, Compensation, Finance, and Governance and Nominating Committees   •  Lead Independent Director with robust and defined responsibilities   •  Board access to senior management and independent advisors   •  Executive sessions of independent directors at every regular Board and Committee meetingmeetings

•  60% gender and ethnic diversity among director nomineesAll members of the Board are elected annually   •  Additions of five new independent directors since 2014, four of which increased gender or ethnic diversity •  Two women occupy Board leadership positions (Chair of Audit Committee and Chair of Finance Committee), one of whom has been elected to serve as Lead Independent Director after the 2021 Annual Meeting

•  Members of the Board of Directors elected annuallyadvisory vote on named executive officer compensation   •  Majority vote standard in uncontested director elections with mandatory resignation requirement   •  Robust shareholder outreach program   •  No shareholder rights plan   •  Annual advisory vote on named executive officer compensation

•  Clawback, anti-hedging, and anti-pledging policies   •  Annual Board, Chairman/Chair/CEO, Committee evaluation process, and review of management succession plan   •  Robust stock ownership guidelines:   ○  Directors: 5 times5x maximum annual cash retainer   ○  CEO: 6 times6x base salary   ○  Other named executive officers: 3 times3x base salary   •  Overboarding policy   •  Mandatory director retirement age of 73   •  Global Code of Conduct for employees, officers, and directors

•  Earned placement in the Dow Jones Sustainability World Index for the eleventh year in a row60% gender, ethnic, and racial diversity among Director nominees   •  Ranked #1 for eight years consecutively in the Building Products GroupAdditions of five new independent Directors since 2014, four of which increased gender, ethnic, or racial diversity (no Directors self-identified as members of the DJSI World IndexLGBTQ+ community)   •  Earned “Gold Class” score in 2020 from RobecoSAM as one of the world’s most sustainable companies for the eighth consecutive yearWomen occupy three Board leadership positions (Lead Independent Director, Governance and Nominating Committee Chair, and Audit Committee Chair)   •  Obtained a perfect score on the Human Rights Campaign’s 2020 Corporate Equality Index •  Recognized as oneCommitment to including, in each third-party search for independent director candidates, qualified candidates who reflect diverse backgrounds, including diversity of the “2020 World’s Most Ethical Companies” by Ethisphere Institute •  Ranked #1 among the 100 Best Corporate Citizens in 2020 by Corporate Responsibility Magazine •  Included in CDP’s “A-List” for climate change and water during 2020 •  Recognized as “Noteworthy” company by DiversityInc with the potential to make Top50 list in the future •  Ranked #16 on the National Top 100 List of the largest green power users, and #11 on the list of Green Power Partners on the list of Green Power Partners from the Fortune 500® •  Ranked #1 for the Building Materials Industry Group and #15 overall on Corporate Knights 100 Most Sustainable Corporationsgender or race

¹ Through self-identification in Director Questionnaires.

DIRECTOR RETIREMENT, REFRESHMENT, AND SUCCESSION

Pursuant to the Corporate Governance Guidelines, the mandatory retirement age for directors is 73. A directorDirector who has attained the age of 73 may continue to serve as a director until the next succeeding Annual Meetingshall not be nominated for reelection at an annual meeting of Shareholders.shareholders.

Per its charter, the Governance and Nominating Committee is responsible for reviewing with the Board the appropriate skills and characteristics of Board members in the context of the current make-up of the Board. The Governance and Nominating Committee makes recommendations to the Board regarding size and composition, reviews the suitability of directors for continued service, and is responsible for responding to any concerns of directors relating to the performance of the Board. As part of its refreshment process, the Board seeks to attain a healthy mixture of tenures, including both longer and shorter tenured directors, which can provide a balance of fresh ideas alongside experience through the business cycle. Since 2014, five new non-management directors have been added to the Board, creating a balanced Board that consists of new and tenured directors.

The Governance and Nominating Committee also makes recommendations to the Board regarding the size, composition, and leadership of each standing committee of the Board, and recommends individual directors to fill any vacancy that might occur on a committee.

Since 2014, five new non-management directors have been added The Governance and Nominating Committee is committed to the Board, fourincluding, in each third-party search for independent director candidates, qualified candidates who reflect diverse backgrounds, including diversity of which increased gender or ethnic diversity.and race.

CORPORATE GOVERNANCE GUIDELINES

Our Board of Directors has adopted Corporate Governance Guidelines which, in conjunction with our Amended and Restated Certificate of Incorporation, Bylaws, and Board committee charters, form the framework for our corporate governance. The Governance and Nominating Committee reviews the Corporate Governance Guidelines periodically and makes revisions, as necessary. The Corporate Governance Guidelines are published on our website at http://www.owenscorning.com and will be made available in print upon request by any shareholder to the Secretary of the Company.

BOARD LEADERSHIP

Pursuant to the Corporate Governance Guidelines, the Board has the authority to select its ChairpersonChair based on its collective best judgment as to the candidate best suited to meet the Company’s needs at a given time. Brian D.Mr. Chambers serves as Owens Corning’s Chairman of the Board (“Chairman”), PresidentChair and Chief Executive Officer (“CEO”).

CURRENT LEADERSHIP STRUCTURE

The Board determined that combining the ChairmanChair and CEO positions allowed clear and consistent leadership on critical strategic objectives and enabled a consistent flow of information for the Board’s oversight of risk. The Board’s prior experience working with Mr. Chambers as President and CEO, as well as his track record of success in over 1718 years with Owens Corning in a variety of leadership positions, strongly supported its conclusion that the Company and its shareholders would be best served with Mr. Chambers leading Owens Corning as its ChairmanChair and CEO.

The Board of Directors has determined that it wasis appropriate to have a structure that providedprovides strong leadership among the independent directors of the Board. John D. Williams,As discussed below, the independent directors elected a non-management director, currently serves as lead independent director (“Lead Independent Director”). He has served as directorDirector to serve in a lead capacity to coordinate the activities of the Company since 2011, includingother independent directors and to perform such other duties and responsibilities as the Board may determine. In February 2021, Suzanne P. Nimocks was elected to serve as Lead Independent Director, sinceeffective April 2015, and has experience serving as Chairman of the Audit Committee and Governance and Nominating Committee.

After the Annual Meeting, Suzanne P. Nimocks will begin the first year of2021, for a two-year term as Lead Independent Director. term. Ms. Nimocks has been a Director of Owens Corning since 2012, serving as the Chair of its Finance Committee from 2015 to 2021, as well as Lead Independent Director and Chair of the Governance and Nominating Committee since 2015.2021. Her previous experience as a senior partner with McKinsey & Company positions her to provide superior oversight of the Company’s global business and strategy. The Company will also benefitbenefits from her extensive track record of governance and leadership experience on the boards of other global companies. In addition to serving as Lead Independent Director, Ms. Nimocks will also be serving as Chair of the Governancecompanies and Nominating Committee.her proven track record on environmental, social, and governance issues.

Additionally, the Board, which consists entirely of independent directors other than Mr. Chambers, exercises an independent oversight function. Each of the Board committees is comprised entirely of independent directors. Regular executive sessions of the independent directors are held and each year, and evaluation of the ChairmanChair and CEO in several key areas is completed by each of the independent directors.

The Board of Directors has complete access to the Company’s management and believes that its ongoing ability to review the leadership structure of the Board and to make changes as it deems necessary and appropriate gives it the flexibility to meet varying business, personnel, and organizational needs over time.

LEAD INDEPENDENT DIRECTOR

The independent directors on our Board of Directors have elected a Lead Independent Director to serve in a lead capacity to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board of Directors may determine. In February 2021, Suzanne P. Nimocks was elected to serve as Lead Independent Director, effective April 2021, for a two-year term.

Oversight of Cybersecurity RiskOVERSIGHT OF CYBERSECURITY RISK

The Audit Committee receives updates on cybersecurity risks from the Company’s Chief Information Officer approximately twice per year. The Audit Committee reviews how the Company is executing against its comprehensive cybersecurity framework. From time to time, the Audit Committee may receive additional updates on efforts regarding data loss prevention, regulatory compliance, data privacy, threat and vulnerability management, cyber-crisis management, or other topics, as applicable.

Sustainability Risk OversightOwens Corning periodically has external information security assessments performed to verify our internal assessment results and to stay current on information security risks. Over the past five fiscal years, the Company has on average, completed multiple such assessments per year. Owens Corning also maintains an information security training program that encompasses the following areas: phishing and email security, password security, data handling security, cloud security, operational technology (OT) security processes, and cyber-incident response and reporting processes. The Company’s security program has historically provided training and information security awareness to the following groups of individuals: salaried employees, new hires, people with access to confidential information or personal data, operational technology administrators, executives, and cyber-incident responders.

BothOver the Audit Committee andlast three fiscal years, the Board of Directors asCompany did not experience any information security breach that had a whole retain some oversight responsibility for environmental, health and safety risks. Directors are expected to provide oversight, guidance and direction on sustainability issues and opportunities that have potentialmaterial impact on the reputation and long-term economic viabilityits business. The Company does manage minor information security issues from time to time as part of the Company.its routine operations.

Risk Management ProcessRISK MANAGEMENT PROCESS

Owens Corning has a management risk committee (the “Risk Committee”) which is responsible for overseeing and monitoring the Company’s risk assessment and mitigation-related actions. The Risk Committee’s membership has broad-based functionalcross-functional representation, including members from the corporate audit, strategy, finance, legal, information technology, treasury, and business functions. The Risk Committee provides periodic updates to the Company’s executive officers and to the Audit Committee of the Board of Directors concerning risk.

OVERSIGHT OF STRATEGY

The Board of Directors oversees the Company’s strategy. The Board performs an annual review of the strategic plans for each major business and for the Company as a whole. Furthermore, in evaluating major investments or other significant decisions, the Board generally considers the Company’s long-term strategic plans and the potential impact on long-term shareholder value.

OVERSIGHT OF ESG

The Board oversees the Company’s ESG strategy and ensures its execution. The Board performs an annual review of ESG matters. In addition, the Compensation, Finance, and Governance and Nominating Committees maintain oversight of particular aspects of ESG associated with their respective areas. The Board committees periodically provide reports concerning these ESG topics to the Board and the Board considers and discusses such reports.

COMMUNICATIONS WITH DIRECTORS

Shareholders and other interested parties may communicate with the Lead Independent Director or any other non-management director by sending an email to non-managementdirectors@owenscorning.com. All such communications are promptly reviewed by the General Counsel and/or the Vice President, Internal Audit for evaluation and appropriate follow-up. The Board of Directors has determined that communications considered to be advertisements, or other types of “Spam” or “Junk” messages, unrelated to the duties or responsibilities of the Board, should be discarded without further action. A summary of all other communications is reported to the non-management directors. Communications alleging fraud or serious misconduct by directors or executive officers are immediately reported to the Lead Independent Director. Complaints regarding business conduct policies, corporate governance matters, accounting controls, or auditing are managed and reported in accordance with Owens Corning’s existing Audit Committee complaint policy or business conduct complaint procedure, as appropriate.

DIRECTOR QUALIFICATION STANDARDS

Pursuant to New York Stock Exchange (“NYSE”) listing standards, our Board of Directors has adopted Director Qualification Standards with respect to the determination of director independence that incorporate the independence requirements of the New York Stock ExchangeNYSE corporate governance listing standards. The standards specify the criteria by which the independence of our directors will be determined, including strict guidelines for directors and their immediate families with respect to past employment or affiliation with the Company or its independent registered public accounting firm. The full text of our Director Qualification Standards is available on our website at http://www.owenscorning.com. Using these standards, the Board determines whether a director has a material relationship with the Company other than as a director.

DIRECTOR INDEPENDENCE

With the assistance of legal counsel, the Governance and Nominating Committee (the “Committee” for purposes of this Director Independence section), reviewed the applicable legal standards for director and Board Committeecommittee independence, our Director Qualification Standards, and the criteria applied to determine “audit committee financial expert” status. The Committee also reviewed reports of the answers to annual questionnaires completed by each of the independent directors and of transactions with director affiliateddirector-affiliated entities. On the basis of this review, the Governance and Nominating Committee delivered recommendations to the Board of Directors and the Board made its independence and “audit committee financial expert” determinations based upon the Committee’s reports and recommendations.

The Board of Directors has determined that 119 of the current 12 directors10 Directors are independent. Specifically, Directors Cordeiro, Elsner, Festa, Lonergan, Mannen, Martin, Mannen, Morris, Nimocks, and Williams are independent under the standards set forth in our Director Qualification Standards and applicable New York Stock ExchangeNYSE listing standards. The Board of Directors previously determined that each of J. Brian Ferguson and Ralph F. Hake, each of whom served as Directors during a portion of 2021, was independent under the standards set forth in our Director Qualification Standards and applicable New York Stock ExchangeNYSE listing standards. Director Chambers is not independent. The Board of Directors also has determined that all of the directorsDirectors serving on the Audit, Compensation, and Governance and Nominating Committees are independent and satisfy relevant requirements of the

ACCESS TO COMPANY POLICIES

The full texts of our Code of Business Conduct Policy, Ethics Policy for Chief Executive and Senior Financial Officers, and Directors’ Code of Conduct are published on our website at http://www.owenscorning.com and will be made available in print upon request by any shareholder to the Secretary of the Company. To the extent required by applicable SEC rules or New York Stock ExchangeNYSE listing standards, we intend to post any amendments to or waivers from the Ethics Policy for Chief Executive and Senior Financial Officers to our website in the section titled “Corporate Governance.”

The Audit Committee is responsible for preparing the Audit Committee report required by SEC rules and assisting the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, internal control, and legal compliance functions of the Company, including assisting the Board’s oversight of:

The Board has determined that Directors Mannen, Elsner, and Morris are qualified as audit committee financial experts within the meaning of SEC regulations and that Directors Mannen, Elsner, Martin, and Morris are financially literate within the meaning of NYSE listing standards. All directors serving on the Audit Committee are independent.

The Audit Committee has reviewed and discussed the audited financial statements of the Company contained in the Annual Report on Form 10-K with management. The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has also received the written disclosures and the letter from PricewaterhouseCoopers LLP per the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with PricewaterhouseCoopers LLP its independence.

Based on the review and discussions referred to in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s annual report on Form 10-K for the year ended December 31, 2021, for filing with the SEC.

By the Audit Committee:

Maryann T. Mannen, Chair

Adrienne D. Elsner

Paul E. Martin

W. Howard Morris

The Audit Committee selected PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2022, subject to ratification by our shareholders.

The aggregate fees billed and services provided by PricewaterhouseCoopers LLP for the years ended December 31, 2021 and 2020 are as follows (in thousands):

(1) Fees for the years ended December 31, 2021 and 2020, consist of the audit of the Company’s consolidated financial statements including effectiveness of internal controls over financial reporting, reviews of the Company’s quarterly financial statements, subsidiary statutory audits, consents and comfort letters, and agreed-upon procedures related to reports filed with regulatory agencies.

(2) Audit-related fees consist of attestation services.

(3) Tax fees consist of compliance, consulting, and transfer pricing services.

(4) All other fees consist of accounting research and disclosure software licenses.

It is the Company’s practice that all services provided by its independent registered public accounting firm be pre-approved either by the Audit Committee or by the Chair of the Audit Committee pursuant to authority delegated by the Audit Committee. No part of the independent registered public accounting firm services related to the Audit-Related Fees, Tax Fees, or All Other Fees listed in the table above was approved by the Audit Committee pursuant to the exemption from pre-approval provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

The Compensation Committee is responsible for oversight of the Company’s executive compensation, including authority to determine the compensation of the executive officers, and for producing an annual report on executive compensation in accordance with applicable rules and regulations. The Compensation Committee may delegate power and authority to subcommittees of the Compensation Committee as it deems appropriate. However, the Compensation Committee may not delegate to a subcommittee any power or authority required by any law, regulation, or listing standard required to be exercised by the Compensation Committee as a whole. The Compensation Committee has the sole authority to retain or terminate a compensation consultant to assist the Compensation Committee in carrying out its responsibilities, including sole authority to approve the consultant’s fees and other retention terms. The consultant’s fees will be paid by the Company.

The Compensation Committee also reviews the Company’s executive compensation programs on a continuing basis to determine that they are properly integrated and that payments and benefits are reasonably related to executive and Company performance and operate in a manner consistent with that contemplated when the programs were established.

The Compensation Committee also reviews the compensation of the Company’s directors, including an evaluation of how such compensation relates to director compensation of companies of comparable size, industry, and complexity and, if the Committee deems it appropriate, adopts, or proposes to the Board for consideration, any changes to compensation.

In overseeing the Company’s policies concerning executive compensation for officers, the Compensation Committee:

The Executive Vice President, Chief Human Resources Officer, along with Owens Corning’s Human Resources staff, support the Compensation Committee in its work. In addition, the Compensation Committee has authority to engage the services of outside advisors, experts, and others to assist the Compensation Committee.

The Compensation Committee engaged the services of Meridian Compensation Partners, LLC (“Consultant”) during 2021 to serve as its independent outside compensation consultant to advise the Compensation Committee on all matters related to Chief Executive Officer and other executive officers, as well as director, compensation. Specifically, the Consultant provided relevant market data and trend information, advice, alternatives, and recommendations to the Compensation Committee, as further described below.

Pursuant to its charter, the Committee is responsible for identifying and recommending director nominees consistent with the director qualification criteria described above, including diversity, so as to enhance the Board’s ability to manage and direct the affairs and business of the Company. In this context, “diversity” includes gender, race, ethnicity, nationality, national origin, or other elements of one’s identity. In addition, the Committee is committed to including, in each third-party search for independent director candidates, qualified candidates who reflect diverse backgrounds, including diversity of gender and race.

Pursuant to its charter, the Governance and Nominating Committee is responsible for identifying and recommending director nominees consistent with the director qualification criteria described above, including diversity, so as to enhance the Board’s ability to manage and direct the affairs and business of the Company. In identifying director nominees, the Committee considers diversity as provided in its charter and the Corporate Governance Guidelines. The Committee considers diversity expansively against the charter standard of enhancing the Board’s ability to manage and direct the affairs and business of the Company. The effectiveness of this process is assessed annually by the full Board as part of the Board self-evaluation process. The Committee believes that its consideration of diversity effectively implements the charter requirements.

Recent additions to the Board demonstrate the Company’s commitment to diversity. Four of the last five Directors to join the Board were either female, or ethnic minorities. The current slate of director nominees features 60% gender and ethnic diversity, representing a threefold increase in gender and ethnic, or racial minorities. The current slate of director nominees features 60% gender, ethnic, or racial diversity, representing a threefold increase in gender, ethnic, or racial diversity on the Board over the last decade.

Under its charter, the Committee is responsible for reviewing shareholder nominations for directors. The Committee does not have a formal policy with respect to the consideration of director candidates recommended by shareholders. However, its practice is to consider those candidates on the same basis and in the same manner as it considers recommendations from other sources. Such recommendations should be submitted to the Secretary of the Company and should include information about the background and qualifications of the candidate, as well as any other information required by our Bylaws.

The Finance Committee is responsible for exercising oversight responsibility with respect to the Company’s material and strategic financial matters, including those related to investment policies and strategies, merger and acquisition transactions, financings, capital structure, and for advising Company management and the Board with respect to such matters.

EXECUTIVE OFFICERS OF OWENS CORNING

The name, age, and business experience during the past five years of Owens Corning’s executive officers as of March 11, 202110, 2022 are set forth below. Each executive officer holds office until his/her successor is elected and qualified or until his/her earlier resignation, retirement, or removal. All those listed have been employees of Owens Corning during the past five years except as indicated.

BENEFICIAL OWNERSHIP OF SHARES

The information in the table below sets forth those persons (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by Owens Corning to be the beneficial owners of more than 5% of Owens Corning common stock as of February 16, 202117, 2022 (except as noted below). Beneficial ownership is determined in accordance with the rules of the SEC and, except as otherwise indicated by footnote, the number of shares and percentage ownership indicated in the following table is based on outstanding shares of Owens Corning common stock as of February 16, 2021.17, 2022. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS

The following table contains information, as of February 16, 2021,17, 2022, unless otherwise indicated, about the beneficial ownership of Owens Corning’s common stock by the executive officers and directors as a group and each named executive officer and director, individually, in accordance with Rule 13d-3 under the Exchange Act, as well as ownership of certain other Owens Corning securities. Beneficial ownership is determined in accordance with the rules of the SEC and, except as otherwise indicated by footnote, the number of shares and percentage ownership indicated in the following table is based on 104,926,38399,068,126 outstanding shares of Owens Corning common stock as of February 16, 2021.17, 2022. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.

COMPENSATION DISCUSSION AND ANALYSIS

EXECUTIVE COMPENSATION

Our PerformanceOUR PERFORMANCE

In 2020,2021, Owens Corning delivered strongrecord revenues and record operatingincreased cash flow despite unprecedented market conditions,generation, expanded operating margins across its businesses, and the Company continuescontinued to deliver strong adjusted earnings before interest and taxes (“adjusted EBIT”).¹ amid dynamic market conditions. The Company’s performance was driven by strong volumes in several key markets, strong manufacturing productivity, and disciplined cost managementoutstanding commercial and operational execution across the organization, butorganization. All of this was affected byaccomplished despite the coronaviruspersisting impacts of the COVID-19 pandemic. During the year,

Across our Company – in every region – we continuedcontinue to differentiate ourselves and build market-leading positions through our focus oncommercial strength, manufacturing expertise, high-performing teams, material science innovation, and ability to deliver sustainable solutions. In 2021, we introduced a new strategy for our Company that lays out our long-term priorities to significantly expand our current growth potential and leverage our unique enterprise capabilities. The three key operating priorities – accelerating organic growth, driving improved operating efficiencies,elements of this strategy are: strengthening our position in core building and generating strong free cash flow – which were reflectedconstruction products, expanding our multi-material system offerings, and developing prefabricated building envelope solutions. Our enterprise capabilities and strategy position us well to grow our Company, help our customers win in the market, and deliver value to our financial resultsshareholders in 2022 and resource allocation decisions. These priorities, coupled with our market-leading businesses in attractive end markets, innovative products and process technologies, and an enterprise model that creates differentiated value for customers, position the Company for success in 2021.beyond.

As described in this section, we believe compensation should align with and enhance long-term shareholder value. Given our underlying pay-for-performance philosophy, a significant portion of compensation for our executives is “at-risk”“at-risk” and reflects our business performance. In 2020,2021, this resulted in above-target payouts for our short-term incentive plan, and lower than target payouts for our long-term incentive plans.plan. Our executive compensation plans were not modified during the course of 20202021 or on a discretionary basis after the end of the year, and payouts as reflected in this section are based on the programs as they were originally designed.

Our Pandemic ResponseOUR PANDEMIC RESPONSE

The COVID-19 pandemic fundamentally impactedcontinued to impact businesses and industries, communities, and families across the world in 2020.2021. Against this challenging backdrop we demonstrated that Owens Corningincluded inflation and a tight supply environment, our global teams, especially in supply chain, manufacturing, customer service, and sales, continued to work extremely hard to respond to challenges, increase our production, and meet the products we make are essential. And,needs of our employees demonstrated extraordinary resilience, ingenuity, and execution in responding to challenges.customers.

The results described in the “Our Performance” section above were accomplished while maintaining our unconditional commitment to keeping each other, as well as our customers and suppliers, healthy and safe. Responding toOur results demonstrated the initial impactsresiliency of our team, the strength of our commercial and operational execution, and the durability of the pandemic, we adapted and enabled our manufacturing operations to serve recovering customer demand and support our people and our communities amid the crisis.

The strength and continuityearnings power of our business were based on four key areas of focus:Company.

Our Shareholder OutreachOUR SHAREHOLDER OUTREACH

We remain committed to transparency and two-way communication with our investors so that they understand our executive compensation program, including how it aligns the interests of our executives with those of our shareholders, and how it rewards the achievement of our objectives. We also want to understand what our shareholders thinkshareholders’ views about our executive compensation.compensation program.

To this end, in 20202021 we continued our shareholder outreach program under which we provide consistent, periodic opportunities for our investors to provide their perspectives on our executive compensation and ESG programs. This outreach program is distinct from our broader investor relations efforts, which are more focused on the Company’s financial performance. Our governance outreach program currently consists of three main pillars, as described below.

Since filing our prior proxy statement in March 2020,2021, we carried out two broad communicationsdistinct communication efforts with investors on governance topics. Our most recent communication in the fall of 2020Fall 2021 reached more than 70 of our top investors, collectively holding approximately 80% of our outstanding shares, with the goal of receiving feedback on governance, executive compensation, and environmental and social issues. The Company held meetings with several of the shareholders who were contacted via these outreach efforts. Shareholder feedback has been positive with regard to the Company’s executive compensation program design and performance criteria, which has been reinforced by these outreach meetings.

Additionally, at our 2020 annual meeting2021 Annual Meeting we provided our shareholders with the opportunity, on an advisory basis, to approve or vote against the compensation of our NEOs (Say-on-Pay)(“Say-on-Pay”). Approximately 93%90% of the votes cast on this proposal approved the NEOs’ compensation. Owens Corning considers shareholder feedback as it shapes its governance and executive compensation programs and policies, as well as its disclosures. Recent examples of disclosures added after conducting shareholder outreach include a Board of Directors Skill Matrix and additional information on environmental and social initiatives, both of which have been incorporated into the Company’sthis Proxy Statement.

Environmental, Social & Governance Goals

Our shareholders have expressed heightened interest and appreciation of our sustainability programs and achievements, as well as our investments in building an inclusive and diverse culture. In response to shareholder feedback and in recognition of the Company’s ongoing commitment to safety, sustainability, and inclusion and diversity, we are continuing to enhance how we disclose our ESG goals and results.

Progress against ESG goals influence the Compensation Committee’s assessment of the NEOs’ annual performance and compensation decisions.

20202021 EXECUTIVE COMPENSATION PROGRAM

Considering the effectiveness of our programs and strong shareholder support, as evidenced by the Say-on-Pay vote outcome at our most recent Annual Meeting of Shareholders, the Board’s Compensation Committee (the “Committee”) for purposes of this Compensation Discussion and Analysis), generally maintained the same program design for 2020.2021. The performance share units include a new metric related to free cash flow conversion, in addition to continued use of total shareholder return and return on capital metrics. The following table summarizes the major elements of our executive compensation plans for the NEOs: