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NOTICE OF ANNUAL MEETING OFSHAREHOLDERS
STOCKHOLDERS AND PROXY STATEMENT
Thursday, April
14, 2022918, 2024
webcast at www.virtualshareholdermeeting.com/OC2022OC2024
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A LETTER TO ALL OF OUR SHAREHOLDERS
BRIAN CHAMBERS
Chair and Chief Executive Officer
“2021 was a year of tremendous
accomplishment and record
results for Owens Corning. 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.”
| | 2021 was a year of tremendous accomplishment and record results for Owens Corning. Like most companies around the world, we faced several challenges throughout the year - the continuing pandemic, supply chain disruptions, significant inflation, and other regional events - all requiring creativity and adaptability for our company to succeed. Through it all, our global teams continued to elevate their performance, overcoming these challenges that impacted our businesses and markets, to consistently deliver on our financial targets, generate growth in our key products and geographies, and outperform the markets we serve.
These challenges also revealed the value of our purpose: Our people and products make the world a better place. This purpose is our true north, echoing our heritage and guiding our way forward. Along with our company values, it is fundamental to our mission: To build a sustainable future through material innovation. This foundation inspires our work and drives our achievements.
AN OUTSTANDING YEAR
Owens Corning delivered an outstanding year in 2021. We achieved record revenue with strong earnings and capped the year with a sixth-consecutive quarter in which all three of our businesses delivered double-digit EBIT1 margins. We also delivered record free cash flow, positioning us favorably to drive future investment. We capitalized on strong markets with outstanding commercial and operational execution that enabled us to grow with our customers and outperform the market. And, we delivered substantial returns to our shareholders.
In pursuing these achievements, we never compromised on our unconditional commitment to safety. Throughout the pandemic, we have observed enhanced operating protocols to assure the safety and well-being of our employees and their families, as well as customers and suppliers. We sustained a high level of safety performance in 2021, finishing the year with a 0.59 recordable incident rate.
But 2021 was not just a year of outstanding operating performance; it was also one in which we advanced a number of strategies and initiatives to accelerate growth and unlock the full potential of our company.
BUILDING A SUSTAINABLE FUTURE THROUGH MATERIAL INNOVATION
During our 2021 Investor Day, we outlined our enterprise strategy to drive continued growth and performance. This strategy redefines where we play to significantly expand our addressable market and leverages our core innovation strengths and sustainability leadership.
At the heart of our strategy are three priorities: strengthening our position in core building and construction products, expanding our multi-material systems offering, and developing prefabricated building envelope solutions. Supported by key secular trends, this strategy significantly expands our current growth potential and utilizes our unique enterprise capabilities to create additional value for our customers and shareholders.
Ultimately, we are building Owens Corning for the future by:
• Strengthening our market leadership in building and construction applications
• Broadening our sustainability leadership by investing in customer and circular economy solutions
• Accelerating product and process innovation with our material science, manufacturing, and market expertise
• Expanding into new product lines and material solutions to increase our addressable market
• And delivering above-market growth with a target of increasing revenues to $10 billion by 2024
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| 1 | Earnings before interest and taxes.
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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.
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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 doubleThis proxy statement, 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,accompanying proxy card and our communities.
We are proud2023 Annual Report will be made available on or about March 7, 2024 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 12th consecutive year.
INVESTING IN TALENT AS A COMPETITIVE ADVANTAGE
Nonestockholders 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 perspectivesrecord as of all our people.
OUR PEOPLE AND PRODUCTS MAKE THE WORLD A BETTER PLACE
EachFebruary 20, 2024.
HOW TO VOTE
Most shareholders
Stockholders have a choice of voting on the internet, by telephone, or by mail using a traditional proxy card or voting instruction 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
To allow us
We have decided to
reachhold 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 20222024 Annual Meeting of
ShareholdersStockholders (the “Annual Meeting”)
ofvirtually again this year because hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, provides for cost savings to Owens Corning
(the “Company”), will be held in a virtual meeting format only, via webcast.and our stockholders, and reduces the environmental impact of our Annual Meeting. 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,Owens Corning, of proxies to be voted at the virtual 2022 Annual Meeting and at any adjournment or postponement thereof. On or about March 10, 2022, we began distributing7, 2024, these proxy materials are being distributed to shareholders.stockholders. Only shareholdersstockholders who are eligible to vote at the virtual Annual Meeting will be admitted. ShareholdersStockholders holding shares at the close of business on the record date of February 20, 2024 may attend the virtual meeting.Annual Meeting. You will be able to attend the Annual Meeting, vote, and submit your questions in advance of the meeting by visiting www.virtualshareholdermeeting.com/OC2022OC2024. To participate in the meeting,Annual 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.or your voting instruction form.
HELP US REDUCE PRINTING AND MAILING COSTS
If you share the same last name with other shareholdersstockholders 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 shareholderstockholder program that eliminates duplicate mailings.
One Owens Corning Parkway
Notice of Annual Meeting of
ShareholdersStockholders | | | | | |
TIME AND DATE: | | 9:00 a.m. Eastern Time on Thursday, April 14, 2022 18, 2024 |
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PLACE: | | Webcast
Virtual Annual Meeting webcast at www.virtualshareholdermeeting.com/OC2022OC2024 |
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PURPOSE: | | 1.To elect the ten director nominees listed in the accompanying proxy statement.Proxy Statement. 2.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022.2024. 3.To approve, on an advisory basis, our named executive officer compensation. 4.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
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RECORD DATE:
| | You can vote if you were a shareholderstockholder of record at the close of business on
February 17, 2022. 20, 2024. |
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ANNUAL REPORT: | | Our Annual Report for the Fiscal Year Ended December 31, 20212023 (“20212023 Annual Report”) is enclosed with these materials as a separate booklet. |
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PROXY VOTING: | | It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares on the internet, by telephone, or by completing and returning your proxy or voting instruction card. See details under the heading “How do I vote?” in the Questions and Answers About the Annual Meeting and Voting section. |
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS TO BE HELD APRIL 14, 2022:18, 2024: The Notice of Annual Meeting and Proxy Statement and 20212023 Annual Report are available athttps://materials.proxyvote.com/690742andhttps://investor.owenscorning.com/proxy. |
By order of the Board of Directors, March 10, 20227, 2024
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| 20,000
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~18,000 Employees 33
Countries
3
Segments
$8.5B
Net Sales
| | Owens Corning (the “Company,” “we,” “us,” or “our”), a Delaware corporation, is a global building and construction materials leader committed to building a sustainable future through material innovation. OurThe Company is comprised of three integrated businesses – Composites,Roofing, Insulation, and RoofingComposites – that provide durable, sustainable, energy-efficient solutions that leverage ourits unique material science, manufacturing, and market knowledge to help our customers win and grow. We manufactureThe Company also benefits from its high-performing teams, global footprint and deliverscale, and safety and sustainability expertise across the enterprise. The Company manufactures and delivers a broad range of high-quality roofing, insulation, and fiberglass composite insulation, and roofing materials. Our fiberglass composites enhance the performanceroofing products and systems protect homes and commercial buildings, while enhancing curb appeal of building and construction, renewable energy, and infrastructure material solutions.people’s homes. Our insulation products conserve energy and improve acoustics, fire resistance, and air quality in the spaces where people live, work, and play. Our roofing productsfiberglass composites enhance the performance of building and systems enhance curb appeal of people’s homesconstruction, renewable energy, and protect homes and commercial buildings alike.infrastructure material solutions. In short, the Company provides innovative products and solutions that deliver a material difference to its customers and, ultimately, make the world a better place.Owens Corning’s businesses – Composites,Insulation and Roofing – leverage its market-leading positions, commercial strength, material science innovation, manufacturing technologies, high-performing teams, and a global footprint and scale, as well as safety and sustainability expertise across the enterprise.
The Company aims to deliverfocuses on delivering consistently strong financial results and sustainable shareholderstockholder value. The business is global in scope and human in scale with approximately 20,00018,000 employees in 3330 countries generating value for our customers and making a difference in the communities where they work and live. Based in Toledo, Ohio, USA, Owens Corningthe Company posted 20212023 net sales of $8.5$9.7 billion. |
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30 Countries | |
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3 Segments | |
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$9.7b Net Sales | |
MAINTAINING SAFETY PERFORMANCE AND EMPLOYEE WELL-BEING
At Owens Corning, the safety and health of
our employees, at work and in their personal 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 continued to impact businesses and industries, communities, and families across the world. Throughout the pandemic, the
The Company’s
approach to COVID-19 has been comprehensive, including initiatives on workplace environment (including remote 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.Against this backdrop, Owens Corning employees demonstrateddemonstrate 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,including changes in the macroeconomic environment. The Company maintained elevatedmaintains protocols to promote a safe work environment in its offices, labs, and manufacturing plants, and improvedembraces an unconditional commitment to improve upon its world-class safety performance.
DOING BUSINESS IN A SUSTAINABLE WAY
As a worldwide leader in
ourits industry,
we havethe Company has the desire to be at the forefront of corporate sustainability efforts.
ItIts ambition is
our ambition to be a
net-positive company,
that is, one whose
environmental handprint, or the positive impacts of
ourits people and products, is greater than
our environmental footprint, or the negative impact of manufacturing
ourits products.
We workThe Company works to continually improve
ourits operations.
OurIts climate-related sustainability efforts have led
Owens Corningthe Company to develop a range of strategies and tactics that have had a significant impact on the way
we conduct ourit conducts its business.
We striveThe Company strives to reduce the greenhouse gas emissions released throughout the entire lifecycle of
ourits products by
improving the use-phase impacts of our products, making
ourits manufacturing processes more energy-efficient, sourcing more renewable electricity, improving
ourits supply chain logistics, increasing recycled content, and developing
end-of-life recycling solutions. Together, this work reduces the environmental impact of
ourits operations and lowers the embodied carbon in
ourits products – an attribute of growing importance to
ourits customers.
Owens Corning
The Company 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
Standards: Comprehensive option.Standards, a comprehensive corporate reporting framework for disclosing sustainability information and performance. Additional disclosures address significant issues related to the
CDP (formally known as the Carbon Disclosure
ProjectProject), Dow Jones Sustainability Index, United Nations Sustainable Development Goals, United Nations Communication on Progress, Sustainability Accounting Standards Board, Task Force on Climate-related Financial Disclosures, 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,the Company, including details on the complete set of 2030 Sustainability Goals, can be found at https://www.owenscorning.com/corporate/sustainability.sustainability.1 | 1 | The information on our website, including our Sustainability Report, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.
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1 The information on our website, including our Sustainability Report, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.
BUILDING A STRONGER COMPANY GUIDED BY A NEW GROWTH STRATEGY
In 2021,
Owens Corningthe Company launched a growth strategy, which is rooted in
ourits mission of building a sustainable future through material
innovation. Itinnovation, and significantly expands
ourits 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:
◾ | | •Strengthening the Company’s position in core building and construction products; |
◾ | | Expanding the portfolio to provide more multi-material systems offerings; and
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◾ | | Developing prefabricated building envelope solutions that are more energy efficient, more sustainable, and more cost-effective than those built on-site.
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Each of these strategic priorities utilizes the Company’s unique materialposition in core products and markets;
•Expanding into new product adjacencies that leverage its materials science, expertise,market, and manufacturing capabilities,expertise; and leading market positions to develop customer-inspired product
•Developing more multimaterial and process innovations.prefabricated construction solutions.
Through this strategy and a disciplined financial approach, the Company strives to strengthen its financial performance and improve total
shareholderstockholder return, including revenue and profit growth, free cash flow generation and conversion, and greater resilience of its performance through the cycle. The Company’s long-term capital allocation strategy also focuses on increasing
shareholderstockholder return by ensuring a strong, investment-grade balance sheet; maintaining safe, sustainable, and productive operations; investing in targeted growth opportunities; and returning capital to
shareholders instockholders through dividends and share repurchases.
DEVELOPING HIGH-PERFORMING TEAMS TO EXECUTE ON COMPANY COMMITMENTS None of this would be possible without high-performing teams that are diverse, engaged, capable,talented, and aligned with the Company’s goals and strategy. EMPLOYEE PERFORMANCE AND RELATED OBJECTIVES The Company focuses on employee performance, development, succession planning, and turnover. Management strives to have clear objectives, effective performance management, and a structure that includes regular talent reviews, succession planning, development, and compensation analysis.
INCLUSION AND DIVERSITY
Owens Corning
The Company believes its success is driven by an inclusive and diverse workforce, adding value to the business through an environment that leads to high engagement and promotes innovative thinking in the workplace.
Owens CorningThe Company operates programs that foster gender and ethnic diversity,
and other forms of diversity, as well as
equalityequity within its workforce, including supporting
various ten employee-led affinity groups, so its employees feel valued and appreciated for the distinct voices they bring to the team.
Consistent with its commitment to “equal pay for equal work,”
We are proud that the
Company has implemented a robust pay equity system, which includes multiple processes and controls that are executed during its hiring and annual merit review to prevent pay equity gaps from occurring. We ensure the success of our system by performing a biennial pay equity review with the assistance of a third-party vendor who utilizes a strong, statistical analysis of pay equity across our global salaried workforce. The Company remediates all identified and substantiated pay gaps through pay increases. Further, the Company has implemented processes and policies to avoid inheriting unequal pay bias of prior employers. More information about our pay equity program may be found at https://www.owenscorning.com/corporate/sustainability.1Lastly, Owens CorningCompany’s employees contribute many service hours to boards, special causes, and nonprofit organizations in the communities where they live and work. These programs enable the Company’s employees to connect with the community, further improveenhance its reputation locally and globally, and instill a sense of pride in the workforce. In total,2023, the Company and the Owens Corning Foundation donated $6.4$7.6 million of cash and products across 15 countries to support healthy communities, safe housing, education, workforce development, and social and racial equity.
| 1 | The information on our website, including our Sustainability Report, is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.
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ON THE RIGHT PATH
Owens Corning is a recognized leader on environmental, social, and governance (“ESG”) issues. This record
INFORMATION CONCERNING DIRECTORS
Currently, the Board of Directors (the “Board”) of
Owens Corning (“Owens Corning,” the
“Company,” “we,” “us,” or “our”), a Delaware corporation,Company consists of
10ten directors whose terms expire at the
20222024 Annual Meeting of
ShareholdersStockholders (the “Annual Meeting”). Our Board has nominated the current
10ten directors for
re-election at the Annual Meeting.
•The Board is fully declassified and all directors stand for re-election annually; and
annually.•The Company’s ThirdFourth Amended and Restated Bylaws (the “Bylaws”(“Bylaws”) provide for majority voting in uncontested director elections, with a resignation requirement for directors not elected by a majority vote. Directors will be elected by a majority of votes cast at the Annual Meeting. Each person elected at the Annual Meeting will serve until the 2025 Annual Meeting of Shareholders in 2023Stockholders and until his/her successor is duly elected and qualified.
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. We do not know of any nominee of the Board who would be unable to serve if elected.
DIRECTOR QUALIFICATIONS, SKILLS, AND EXPERIENCE
Pursuant to the Corporate Governance Guidelines adopted by our Board, 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’sthe Company’s business environment, and willingness to devote adequate time and effort to Board responsibilities. The Board 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.
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60% Total Diversity Through self-identification in director questionnaires.
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| 8yrs | Average Tenure
of Independent Directors | | 90% | Independent Directors |
Our
Directordirector nominees have experience in various roles, and they include current and former 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
Directordirector nominees have experience in a variety of industries, including manufacturing, financial, information technology, professional services,
cybersecurity, and others. Furthermore, the nominees collectively possess a broad array of skills that the Board has deemed relevant to the Company’s strategy.
Set forth in the following Board Skillof Directors Skills Matrix (“Matrix”) and with each director’s biographical information is a description of the principalkey qualifications, experience, qualifications, attributes, or skills, and expertise that led the Board to the conclusion that such individuals should serve as Owens Corningthe Company’s directors.
BOARD OF DIRECTORS
SKILLSKILLS 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
Skills 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
Skills Matrix 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 belowSkills Matrix 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.
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| Public Company Management | l | l | l | l | l | l | | | | l |
| Financial | l | l | l | l | l | l | | l | | l |
| Manufacturing / Operations | l | l | l | l | l | l | | | | l |
| Global Business | l | l | l | l | l | l | l | | l | l |
| Marketing / Sales | l | l | l | l | l | l | | | | l |
| Strategy / Corporate Development | l | l | l | l | l | l | l | l | l | l |
| Technology / Innovation | l | l | l | l | l | l | l | l | l | l |
| Public Policy / Regulatory | l | | l | l | l | l | | l | | l |
| Sustainability Management | l | l | l | l | l | l | l | | l | l |
*Current or previous experience as a Chief Executive Officer (“CEO”).
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
2025 Annual Meeting of
Shareholders in 2023Stockholders | | | | | | | | |
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BRIAN D. CHAMBERS | | |
Director since: 2019 Committees:
●
Committee
Membership(s): Other public boards:●Public Boards:
•Lincoln Electric
Holdings, Inc.(Nasdaq: LECO)
| | Career Highlights Mr. Chambers is Board Chair, President, and Chief Executive Officer (“CEO”) at Owens Corning.of the Company. He was appointed CEOChief Executive Officer in 2019 and elected Board Chair in 2020. He previously served in a number ofseveral senior leadership roles at the Company, including President and Chief Operating Officer from 2018 to 2019, President of the Roofing business from 2014 to 2018, Vice President and General Manager of Roofing from 2013 to 2014, and Vice President and General Manager inof the Composites business from 2011 to 2013. In total, Mr. Chambers has over 1820 years of global business and leadership experience with Owens Corning.the Company. He also previously held several commercial and operational roles outside Owens Corning at Saint Gobain, Honeywell, and BOC Gases. Since February 2022, Mr. Chambers has served on the Board of Directors of Lincoln Electric Holdings, Inc., a world leader of engineering, design, and manufacturing of advanced arc welding solutions, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment, and is a member of its Audit and Finance Committees. Mr. Chambers is a member of the Business Roundtable and is on the executive committees of the Ohio Business Roundtable and the Policy Advisory Board of the Joint Center for Housing Studies of Harvard University. The
Key Qualifications, Experience, Skills, and Expertise Contributed to the Board believes Mr. Chambers brings to the Board a thorough understanding and extensive knowledge of the Company’s people, products, and markets worldwide gained through his key leadership positions in the Company. In these roles, especially as the current Chief Executive Officer and Board Chair of the Company, he plays an integral role in developing the Company’s strategies, which has helped to provide the foundation for the current direction of the Company. Mr. Chambers possesses a significant understanding of, and experience with, complex operations as well as company-specific customer expertise that drive the Company toward achievement of its expansion and growth goals. This industry-specific experience and breadth of knowledge enable him to provide the Board with a unique, invaluable perspective. In addition, Mr. Chambers’ extraordinary leadership qualities as well as the ability to identify and develop those qualities in others facilitate the Company’s strategic growth execution. Mr. Chambers’ deep connection to understanding the operations and products of the Company empower him to foster material innovation on the Company’s mission to building a sustainable future. We believe that Mr. Chambers’ strong leadership skills, international business experience and deepfocus on sustainability has led the Company to increase its percent of revenue that comes from its portfolio of products that save energy or reduce emissions. He is dedicated to science-based targets that align with the Company’s aspiration to be a net-positive company. Mr. Chambers’ vast knowledge of global buildingmaterial products also allow him to understand and construction materials, products,successfully execute key strategies to expand the Company’s products’ handprint and customers are of tremendous value to the Board.positive impacts worldwide. His experience serving on a publicly-tradedpublicly traded company board will provideprovides him with additional global business perspective and further deependeepens his leadership and strategy skills. These experiences and knowledge qualify Mr. Chambers to provide insight to the Board on Owens Corning’s operations, sales, marketing, and business strategy. |
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EDUARDO E. CORDEIRO | | |
Director since: 2019 Committees:
●
Committee Membership(s): •Compensation● Executive
●
•Executive Other public boards:●Public Boards:
•FMC Corporation (NYSE: FMC)
| | Career Highlights Mr. Cordeiro served as Executive Vice President, Chief Financial Officer at Cabot Corporation, a global specialty chemicals and performance materials company, from 2009 to 2018. He also served2018 and as President of the Americas region from 2014 to 2018. During his 20-year tenure at Cabot, Corporation, he held several corporate, business, and executive management positions, including Vice President of Corporate Strategy and General Manager of its Fumed Metal Oxides and Supermetals businesses. Prior to his career at Cabot, Mr. Cordeiro was a consultant with The Boston Consulting Group and a founding partner of The Economics Resource Group. He has also served on the Board of Directors of FMC Corporation, a public multinational company serving agricultural, industrial, and consumer markets, since 2011 and chaired its Audit Committee since 2014. Mr. Cordeiro brings
Key Qualifications, Experience, Skills, and Expertise Contributed to the Board among other skills Through Mr. Cordeiro’s broad range of corporate, business, and qualifications,executive management roles at Cabot and The Boston Consulting Group, he gained significant corporate strategic operations expertise that allows him to provide the Board with a meaningful perspective on the Company’s operations and strategy. His experience in a complex global industrial business focused on chemicals and specialty materials. He held corporate, business, and executive managementmaterials complements the Company’s strategy to expand into new product adjacencies. During his multiple finance roles in a global public company,at Cabot Corporation,throughout his twenty-year career, including, most recently, serving as the Chief Financial Officer and President, Americas.position, Mr. Cordeiro also hasgained extensive financial expertise and significant knowledge of capital markets, and accounting systems and controls that enable him to provide the Board with a meaningful perspective on matters relevant to the Company’s growth strategy and capital deployment. His financial background is especially insightful in his role as Chair of the Finance Committee. Additionally, Mr. Cordeiro’s experience infrom serving as Directordirector and Chairchair of the Audit Committee for FMC Corporation a public multinational company serving agricultural, industrial,augments the risk management and consumer markets. Mr. Cordeiro’s experience enables him to provide valuable insights tofinancial reporting knowledge of the Board regarding finance, global business strategy, materials manufacturing, and materials markets.Board. |
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ADRIENNE D. ELSNER | | |
Director since: 2018 Committees:
●
Committee Membership(s): Other public boards:●Public Boards:
•Benson Hill, Inc. (NYSE: BHIL)
| | Career Highlights Ms. Elsner currently serves as Chief Executive Officer of Benson Hill, Inc., a food technology company, since October 2023, and on its Board of Directors since 2019. Ms. Elsner served as Interim Chief Executive Officer of Benson Hill from June 2023 to October 2023. Prior to that, she served as President, Chief Executive Officer, and Directora director of Charlotte’s Web Holdings, Inc., a leader in hemp-derived CBD extract products, from 2019 to 2021. From 2015 to 2018, she served as President, U.S. Snacks, Kellogg Company, a manufacturer and marketer of convenience foods. From 1992 to 2015, Ms. Elsner served in a number ofseveral increasingly senior positions, including Executive Vice President, Chief Marketing Officer with Kraft Foods, Inc., a multinational confectionery, food and beverage conglomerate. Ms. Elsner serves on the Board of Directors of Benson Hill, Inc., a food technology company. She has also served on the board of the Ad Council. Ms. Elsner brings
Key Qualifications, Experience, Skills, and Expertise Contributed to the Board among other skills Ms. Elsner’s experience as the current Chief Executive Officer of Benson Hill and qualifications, experience in business, marketing,former Chief Executive Officer of Charlotte’s Web provides the Board with diverse perspectives on strategy and growth across a range of industries. Through her broad range of leadership positions at Kellogg Company and Kraft Foods, especially as Chief Marketing Officer, Ms. Elsner gained significant knowledge of global markets and operations, and extensive sales, strategy, and product innovation.innovation in domestic and international markets. This breadth of experience enables her to provide the Board with a valuable perspective as the Company focuses on strengthening its position in core markets, building its brand, and strengthening its distribution and home centers relationships. Ms. Elsner hasElsner’s unique appreciation of customers, shareholders, and employees parallels and propels the Company’s goal to enhance its social impact through commitments to health and safety, inclusion and diversity, and its communities. Ms. Elsner’s broad financial and operating experience as CEOa Chief Executive Officer of a public companycompanies and leading sizeable domestic and international business units of large public companies.companies provides valuable insight for the Company as it continues to operate globally in 30 countries. Her leadership roles at Benson Hill, Charlotte’s Web, Kellogg Company, and Kraft Foods Inc., and her experience as a director for other public companies, enable Ms. Elsner to makeprovide unique and valuable contributions to the Board in the areas of global management and business strategy, strategic marketing, finance, and innovation.strategy. Ms. Elsner’s extensive experience overseeing financial processes and understanding of finance led to her designation as an “audit committee financial expert.” |
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ALFRED E. FESTA | | |
Director since: 2020 Committees:
●
Committee Membership(s): •Compensation Other public boards:●Public Boards:
| | Career Highlights Mr. Festa serveshas served as an Operating Advisor at Clayton, Dubilier & Rice, a global private equity firm with a broad portfolio.portfolio, since 2020. Mr. Festa served as Chairman and Chief Executive Officer of W.R. Grace & Co., a leading global producer of specialty chemicals and materials, from 2008 to 2018, and non-executive Chairman from 2018 to 2019. He joined the companyW.R. Grace as President and Chief Operating Officer in 2003 and assumed the role of CEOChief Executive Officer in 2005. Previously, he served in senior leadership positions at Morgenthaler Private Equity Partners and AlliedSignal (now Honeywell). He began his career at General Electric, where he spent 12 years in financial management positions. Mr. Festa brings He also serves on the Board of Directors of NVR, Inc., a public homebuilding company, since 2008, and serves on its Audit and Nominating and Corporate Governance Committees.
Key Qualifications, Experience, Skills, and Expertise Contributed to the Board among other skills Mr. Festa developed an in-depth understanding of materials manufacturing, brand marketing, and qualifications, experience infinancial expertise through his many leadership positions at a leading global industrial business focused onproducer of specialty chemicals and materials. He held corporate, business,This expertise and his extensive management experience provide the Board with a valuable, independent perspective on the Company’s global manufacturing operations. As a top executive and non-executive management roles inof a global public company, W.R. Grace & Co., most recentlyMr. Festa’s global operating experience, particularly related to mergers and acquisitions, strong financial background, and proven leadership capabilities are especially important to the Board’s consideration of product expansion into new product adjacencies that leverage market and manufacturing expertise. Mr. Festa’s public company board experience at a homebuilding company allows him to contribute to the Company’s strategy and provide a voice of the customer. In addition, his experience from serving as the Chairmana director and Chief Executive Officer. Mr. Festa also has experience in serving as Director and a member of the Audit Committee and Nominating and Corporate Governance Committees forCommittee of NVR Inc. He also serves as an Operating Advisor at Clayton, Dubilier & Rice, a global private equity firm with a broad portfolio. Mr. Festa’s experience enables him to provide valuable insights tohelps support the Company’s goals of strong Board regarding finance, globalgovernance and business strategy, materials manufacturing, and markets.ethics. |
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EDWARD F. LONERGAN | | |
Director since: 2013 Committees:
●
Committee
Membership(s): •Compensation (Chair)● Executive
●
•Governance and
Nominating •Executive Other public boards:●Public Boards:
•None
| | Career Highlights Mr. Lonergan has served as Executive Chairman of Zep Inc., an international provider of maintenance and cleaning solutions to the commercial, industrial, institutional, and consumer markets, since 2015. He served as Chairman and interim Chief Executive Officer from 2016 to 2017. Prior to joining Zep Inc., Mr. Lonergan served as Director, President, and Chief Executive Officer of Chiquita Brands International, Inc. , a leading international grower, distributor, and marketer of fresh and value-added food products from 2012 until the privatization of the company in 2015. He served as Director, President, and Chief Executive Officer of Diversey, Inc. , a leading global provider of sustainable cleaning, sanitation, and hygiene solutions, from 2006 through the sale of the company to Sealed Air Corporation in 2011. Prior to Diversey, Mr. Lonergan served as President, Europe for Gillette from 2002 tothrough its sale in 2006. Between 1981 and 2002, he held a variety of leadership positions both domestically and internationally at the Procter & Gamble Company, including general management roles in customer business development and in emerging markets. He was Chairman of DRB Systems, Inc. until its sale in 2021 and was a member of the Board memberof Directors of The Schwan Food Company from 2014 through its sale in 2019. He also serveshas served as a Senior Advisor at New Mountain Capital.Mr. Lonergan bringsCapital (“NMC”), a private equity company, since 2017, and, in addition to Zep Inc., serves on the Board of Directors of NMC portfolio company Summit Wash Holdings since 2022.
Key Qualifications, Experience, Skills, and Expertise Contributed to the Board international experience at public and private companies in various sectors, including significant leadership experience as As the current Executive Chairman of Zep, Inc. and as the former Chief Executive Officer of Chiquita Brands International and Diversey. He possessesDiversey, Mr. Lonergan’s executive experience and management and operation skills provide valuable knowledge to the Board related to the Company’s business operations and associated risks, both domestic and international. The broad executive-level financial and strategic experience with several publicly traded companies provides valuable insight for the Board as to the issues and opportunities facing the Company. As the Company looks to expand into new product adjacencies that leverage market and manufacturing expertise, the Board leverages Mr. Lonergan’s extensive knowledge of global business operations, global manufacturing and strong strategic and financial management expertise, and aas well as his keen understanding of both the business to business and consumer products industries. |
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MARYANN T. MANNEN | | |
Director since: 2014 Committees:
●
Committee
Membership(s): •Audit (Chair)● Executive
●
•Governance and
Nominating •Executive Other public boards:●Public Boards:
•MPLX LPLP* (a limited partnership formed by Ms. Mannen’s current employer, Marathon Petroleum) (NYSE: MPLX)
| | Career Highlights Ms. Mannen currently serves as President of Marathon Petroleum Corporation, a leading, integrated, downstream energy company, since January 2024. From 2021 to January 2024, she was the Executive Vice President and Chief Financial Officer of Marathon Petroleum Corporation, a leading, integrated, downstream energy company.Petroleum. From 2017 to January 2021, she was the Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a global leader in subsea, onshore/offshore, and surface projects for the energy industry. From 2014 to 2017, she served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc.FMC. Previously, Ms. Mannen served in several roles of increasing importance at FMC, including Senior Vice President and Chief Financial Officer. Prior to joining FMC in 1986, Ms. Mannen served as Finance Manager for Sheller-Globe Corporation. She currently serves on the Board of Directors of MPLX LP, a diversified, large-capital master limited partnership formed by Marathon Petroleum Corporation that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Mannen has leadership experience in finance, operations, and management. HerMannen’s well-rounded management experience at leading public companies in the energy sector, particularly inincluding her current experience as President of Marathon Petroleum, with oversight of the largest refinery in the U.S., enables her to contribute important insights to the Board regarding international business strategy and management of public companies. As the Company navigates expansion, Ms. Mannen’s extensive executive-level experience in the energy sector benefits the Board by providing significant knowledge and guidance on revenue markets regarding the Company’s three integrated businesses. Additionally, Ms. Mannen’s role as President of Marathon Petroleum, which includes oversight responsibilities for matters related to health, environment, safety and security, provides the Board with additional insights into the Company’s sustainability strategy and initiatives. As the former Chief Financial Officer of Marathon Petroleum Corporation, enablesand TechnipFMC, she brings extensive financial and risk management experience to the Board, which is important as the Company navigates growth and strengthens its core markets. Ms. Mannen’s financial expertise and strong knowledge of accounting systems and controls enable her to contribute important insights regarding international business strategy, riskprovide the Board and management with strong oversight of the management of the Company’s assets and finance. specifically in her role as Chair of the Audit Committee. Ms. Mannen’s financial management experience and extensive knowledge of accounting led to her designation as an “audit committee financial expert.expert” and Chair of the Audit Committee. *Our Board views Ms. Mannen’s service on the board of MPLX LP, which is a wholly-owned subsidiary of Ms. Mannen’s current employer, as an extension of her senior executive role with its parent company and not as a separate outside board because her responsibilities substantially overlap and require minimum extra work to her current responsibilities at Marathon Petroleum. For more information, see the “Director Service on Other Public Boards (Overboarding Policy)” section of this Proxy Statement. |
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PAUL E. MARTIN | | |
Director since: 2021 Committees:
●
Committee
Membership(s): Other public boards:●Public Boards:
•Unisys Corporation● Ping Identity Holding
Corp.
● (NYSE: UIS)
•STERIS plcplc.(NYSE: STE)
| | Career Highlights Mr. Martin served as Senior Vice President and Chief Information Officer for Baxter International Inc., a multinational health care company, from 2011 to 2020. Prior to that, heBaxter, Mr. Martin served as Global Chief Information Officer forfrom 2004 to 2011 at Rexam plc, (“Rexam”), a consumer packaging manufacturing company based in the U.K., where he also held several key senior management positions from 1999 to 2004, including head of information technology for American National Can Group Inc. (acquired by Rexam). Prior to his career at Rexam, Mr. Martin held information technology leadership positions at the CIT Group Inc., BNSF Railway Company, and Frito-Lay, Inc. Since 2017, Mr. Martin has served on the Board of Directors of Unisys Corporation, a publicly traded global information technology company, and is currently a member of its Audit and Finance Committees as well as the Chair of the Security and Risk Committee. He joined the Board of Directors of Ping Identity Holding Corp., a provider of federated identity management and self-hosted identity access management solutions to web identities and single sign-on solutions in 2021 and is currently a member of its Audit Committee. Also inIn 2021, Mr. Martin joined the Board of Directors of STERIS plc., a leading provider of infection prevention and other procedural products and services, and is a member of the Compliance and TechnologyAudit Committee and Compensation and Organization Development Committees.Committee. He also served on the Board of Directors of Ping Identity Holding Corp., a provider of federated identity management and self-hosted identity access management solutions to web identities and single sign-on solutions, from 2021 until its sale in 2022. Mr. Martin received the 2020 Chicago CIO of the Year Leadership ORBIE Award. In 2017, he was selected to the CIO Hall of Fame by CIO Magazine for IT innovation and business leadership and was recognized in Black Enterprise’s 2017 Most Powerful Executives in Corporate America. In 2014, Mr. Martin was listed among the “100 Diverse Corporate Leaders in STEM” by STEMconnector and has been recognized as a Business Leader of Color by Chicago United. Mr. Martin brings
Key Qualifications, Experience, Skills, and Expertise Contributed to the Board among other skills and qualifications, Mr. Martin has extensive management experience in executive management across the information technology industry.and cybersecurity industries, which uniquely positions him to significantly contribute to the Board’s oversight of the Company’s cybersecurity framework, management of information security risks, and its information security training program. Mr. Martin’s vast digital strategy knowledge helps enable the Board to assist the Company in achieving its goals through digital initiatives. He possesses knowledge of digital strategies through his role as chief information officer at multiple global companies. Additionally, he has served onalso provides valuable insight to the boards of other publicly traded companiesAudit Committee in its responsibility to oversee and has experience overseeing security and risk matters, including cybersecurity. Themanage cybersecurity risks. In addition, the Board benefits from Mr. Martin’s international business experience, which includes employment in leadership positions for several global businesses, as well as service at a foreign location on an assignment abroad. |
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W. HOWARD MORRIS | | |
Director since: 2007 Committees:
●
Committee
Membership(s): Other public boards:●Public Boards:
•Virtus Investment
Partners, Inc. (Nasdaq: VRTS)
| | Career Highlights Mr. Morris has been President and Chief Investment Officer of The Prairie & Tireman Group, an investment partnership, since 1998. Mr. Morris was formerly Emergency Financial Manager, Inkster, Michigan Public Schools, from 2002 to 2005, and Chief Financial Officer, Detroit, Michigan Public School District, from 1999 to 2000. He is a Certified Public Accountant and Chartered Financial Analyst. Since 2021, Mr. Morris has been a member of the Board of Directors of Virtus Investment Partners, Inc. (“Virtus”), which is a publicly traded firm providing investment management and related services to individuals and institutions through independent managers using distinct investment strategies. Mr. Morris is a member of the Audit Committee of the Virtus Board of Directors.Directors of Virtus. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Morris brings to the Board among other skillsdeep knowledge of financial controls, audit, reporting, financial planning, and qualifications, experience in auditing,forecasting. As the Company measures its operating and strategic performance by reference to its financial goals, Mr. Morris’ understanding of finance and investments.financial reporting processes are instrumental. The Board also benefits from his leadership of an investment partnership, as well as his service as a director of Virtus, Investment Partners, Inc., which enable him to provide a valuable investor perspective to Board matters. Mr. Morris’ vast experience with capital markets further enables the Board to plan for growth through investment. Mr. Morris’ experience as Chief Investment Officer of an investment partnership, his experience as a Certified Public Accountant, Chartered Financial Analyst, and his knowledge of finance led to his designation as an “audit committee financial expert.” |
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SUZANNE P. NIMOCKS | | |
Director since: 2012 Committees:
● Executive
●
Committee
Membership(s): •Governance and
•Executive Other public boards:● ArcelorMittal
●Public Boards:
•Brookfield Infrastructure Partners (NYSE: BIP) •Ovintiv, Inc. (NYSE: OVV)
| | Career Highlights Ms. Nimocks was formerly a Director (Senior Partner) with McKinsey & Company, a global management consulting firm, from June 1999 to March 2010, and was with the firm in various capacities since 1989, including as leader of the firm’s Global Organization, Practice, Risk Management, Practice, and Oil and Gas Electric Power and Renewables (wind, solar, and geothermal) Practice.practices. Ms. Nimocks served on several of the firm’s worldwide personnel committees and formerly served as the Houston Office Manager. Ms. Nimocks has a variety of board leadership experience across industries and geographies. Since 2011, she has served on the board of ArcelorMittal, one of the world’s leading steel and mining companies, and is a member of its Appointments, Remuneration, Corporate Governance and Sustainability Committee. Since 2010, she has served on the boardBoard of Directors of Ovintiv, Inc,Inc., a leading North American hydrocarbon exploration and production company, where she chairs the Corporate Responsibility and Governance Committee and is a member of the Audit Committee. She also previously chaired its Human Resources and Compensation Committee. Since August 2022, she has served on the Board of Directors of Brookfield Infrastructure Partners, a global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, energy, and data infrastructure sectors. She also currently serves on the Global Advisory Board for Advancing Women Executives. Beginning in 2010 and until 2021, Ms. Nimocks served as a director and chaired the Compensation Committee at Valaris plc.,plc, an offshore drilling and well drilling company, and chaired the Environment Health and Safety Committee and Compensation Committee at its predecessor, Rowan Drilling Companies. She currently servesalso served on the Global Advisory Board for Advancing Women Executives.of Directors of ArcelorMittal, one of the world’s leading steel and mining companies, from 2011 to 2022, where she was a member of its Appointments, Remuneration, Corporate Governance and Sustainability Committee. Ms. Nimocks also formerly chaired the Environmental Committee of the Greater Houston Partnership. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Nimocks brings a wealth of strategy,strategic consulting and corporate development experience to the Board that benefits the Company as it seeks to expand into new product adjacency markets and sustainability expertise.develop multi-material and prefabricated solutions. She is also skilled in identifying, managing, and mitigating corporate risks and capturing new technological advances applicable to the Company’s strategy of innovation. She gained significant knowledge from specializing in global management consulting and the energy sector. Her knowledge gained from leadingexperience with renewable energy guides the Board’s commitment to sourcing 100% renewable electricity by 2030 with the goal to fully decarbonize in the future. She is involved in numerous organizations and initiatives in support of environmental and social issues, such aswhich directly ties to the Company’s mission of building a sustainable future through material innovation. Ms. Nimocks has also led sustainability and inclusion and diversity provides strong counsel to managementprojects. She counsels the Board in its oversight of the Company’s sustainability and circular economy initiatives. Her service on other public company boards strengthens the Company’s governance principles and provides a unique perspective to its strategic global initiative and sustainability growth strategy.strategies. |
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JOHN D. WILLIAMS | | |
Director since: 2011 Committees:
●
Committee
Membership(s): •Governance and
Nominating Other public boards:●Public Boards:
•None
| | Career Highlights Mr. Williams has served as President and Chief Executive Officer of Domtar Corporation, (“Domtar”), a manufacturer of fiber-based products including communication papers, specialty and packaging papers and absorbent hygiene products, since joining the company in 2009.from 2009 until June 2023. Mr. Williams continues to serve as an advisor regarding strategic growth opportunities for Domtar. He also served as a member of Domtar’s Board of Directors until Domtar’s sale in 2021. From 2000 to 2008, Mr. Williams served in senior executive positions with SCA Packaging Ltd. and SCA Packaging Europe, which is among Europe’s largest producers of containerboard paper used for the manufacturing of corrugated box products. From 2005 to 2008, he served as President of SCA Packaging Europe, and as regional managing director for the company’sits U.K. and Ireland operations from 2000 to 2005. Prior to joining SCA Packaging, Mr. Williams held a number ofseveral increasingly senior positions in sales, marketing, management, and operations with Rexam PLC;plc Packaging Resources, Inc. ; Huhtamaki;, Huhtamaki, Alberto Culver (U.K.) Ltd. ;, and MARS Group. Since April 2018, Mr. Williams has been a director of Form Technologies, Inc., a privately-heldprivately held leading global group of precision component manufacturers, based in Charlotte, North Carolina;Carolina, where he has also been also the non-executive chair of the Board of Directors since January 2019. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Williams brings to the Board among other skills and qualifications, significant leadership experience from his former role as President and Chief Executive Officer of Domtar and previously as a senior executive in the European packaging industry. He hasdeveloped an in-depth understanding of manufacturing, quality, and logistics serving in these roles. His extensive management experience provides the Board with a valuable perspective on the Company’s global manufacturing and supply chain operations. Mr. Williams’ experience in managing manufacturing businesses gives him valuable insight to assist the Company’s efforts to expand the use of recycled materials in its manufacturing operations and its products, across all businesses. Mr. Williams provides counsel to the Board as it evaluates the Company’s sustainability practices for its operations and supply chains. His significant experience in international business, manufacturing, management, operations, sales, and marketing.marketing also enables him to provide the Board with a valuable perspective on the Company’s goals of strengthening its position in core markets and products and expanding into new product adjacencies. |
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RECOMMENDATION REGARDING PROPOSAL 1:
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| ü | | The Board of Directors recommends that you vote "FOR" each Director Nominee. | |
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CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS
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•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 meetingsmeeting | | 90% of the director nominees are INDEPENDENT | 
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| Stockholder Rights and Engagement |
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•All members of the Board are elected annually •Annual advisory vote on named executive officer compensation •Majority vote standard in uncontested director elections with mandatory resignation requirement •Robust shareholderstockholder outreach program •No shareholderstockholder rights plan | |  Robust stockholder OUTREACH PROGRAM |
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•Clawback, anti-hedging, and anti-pledging policies •Annual Board, Chair/CEO, and Committee evaluationself-evaluation process (through written assessments and interviews with the Lead Independent Director) and review of management succession plan •Robust stock ownership guidelines:○
•Directors: 5x maximum annual cash retainer○
•Other named executive officers: 3x base salary •Overboarding policy for directors to limit membership on publicly traded company boards (including service on the Company’s Board) •Employee Directors: No more than two publicly traded company boards •Non-Employee Directors: No more than four publicly traded company boards •Audit Committee members: No more than two other publicly traded company audit committees •Mandatory director retirement age of 73 •Global Code of Conduct for employees, officers, and directors | |  Clawback, anti-hedging, and anti-pledging POLICIES |
| Composition | | |
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•60% gender, ethnic, and racial diversity among Directordirector nominees •Additions of five new independent Directorsdirectors since 2014, four of which increased gender, ethnic, or racial diversity (no Directorsdirectors self-identified as members of the LGBTQ+ community) •Women occupy three Board leadership positions (Lead Independent Director, Governance and Nominating Committee Chair, and Audit Committee Chair) •Commitment to including,include, in each third-party search for independent director candidates, qualified candidates who reflect diverse backgrounds, including diversity of gender or race | |   60%gender, ethnic, and racial diversity among director nominees |
1 Through self-identification
CORPORATE GOVERNANCE GUIDELINES
Our Board has adopted Corporate Governance Guidelines that, in Director Questionnaires.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 annually and makes revisions, as necessary. The Corporate Governance Guidelines are published on our website at http://www.owenscorning.comand will be made available in print upon request by any stockholder to the Corporate Secretary of the Company.
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 shall not be nominated for reelection at an annual meeting of
shareholders.Perstockholders.
Under 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
of the Board, 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
and both Company institutional and market knowledge, 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. 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.
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.
Pursuant to the Corporate Governance Guidelines, the Board has the authority to select its Chair based on its collective best judgment as to the candidate best suited to meet the Company’s needs at a given time.
Mr.Brian D. Chambers serves as
Owens Corning’sthe Company’s Board Chair and
Chief Executive Officer (“CEO”).CEO.
The Board determined that
combiningcontinuing to combine the Chair and CEO positions
allowedallows for clear and consistent leadership on critical strategic objectives and
enabledenables 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
1820 years with
Owens Corningthe Company in a variety of leadership positions, strongly supported its conclusion that the Company and its
shareholdersstockholders would be best served with Mr. Chambers leading
Owens Corningthe Company as its Chair and CEO.
The Board has determined that it is appropriate to have a structure that provides strong leadership among the independent directors of the Board. As discussed below, the independent directors
on our Board 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 may determine.
In February 2021,After the 2023 Annual Meeting, Suzanne P. Nimocks
was elected to servebegan her second two-year term as Lead Independent
Director, effective April 2021, for a two-year term.Director. Ms. Nimocks has been a
Directordirector of
Owens Corningthe Company since 2012, serving as Chair of its Finance Committee from 2015 to 2021, as well as Lead Independent Director and Chair of the Governance and Nominating Committee since 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 also benefits from her extensive leadership experience on the boards of other global companies and 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,
other than the Executive Committee, is comprised entirely of independent directors. Regular executive sessions of the independent directors are
held andheld. On an annual basis, each
year, and evaluation of
the independent directors evaluates the Chair and CEO in several key
areas is completed by each of the independent directors.areas.
The Board 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 responsibilities of the Lead Independent Director, as provided in the Charter of Lead Independent Director
for the Company, include:
•presiding at meetings of the Board in the absence of, or upon the request of, the Chair;
•serving as a designated member of the Executive Committee of the Board;
•presiding over all executive sessions of non-management directors and independent directors and reporting to the Board, as appropriate, concerning such sessions;
•reviewing and approving Board meeting agendas and schedules in collaboration with the Chair to ensure there is sufficient time for discussion, recommending matters for the Board to consider and advising on the information submitted to the Board by management;
•serving as a liaison and supplemental channel of communication between the non-management/independent directors and the Chair without inhibiting direct communication between the Chair and other directors;
•serving as the principal liaison for consultation and communication between the non-management/independent directors and shareholders; and
stockholders;•advising the Chair concerning the retention of advisors and consultants who report directly to the Board.
Board; and•in addition to the directors’ annual evaluation of the Board, Chair and CEO, and committees, interviewing all directors regarding the performance of the Board and the directors.
The Charter of Lead Independent Director for the Company is available on our website at http://www.owenscorning.com. The Board evaluates its structure and composition annually and believes that having a strong Lead Independent Director with significant leadership responsibilities, as described above, contributes to effective Board leadership for Owens Corning.the Company.
BOARD, COMMITTEE,
AND CHAIR AND CEO EVALUATION PROCESS
Each year, the Governance and Nominating Committee facilitates a process to evaluate the effectiveness of the Board, its committees,
and the Chair and
the CEO.
The Board and its committees complete
self-assessmentself-evaluation questionnaires
and have individual discussions with the Lead Independent Director to evaluatethat assess effectiveness in several areas, including composition, structure, and processes. The completed questionnaires are summarized by a third-party law
firm.firm to ensure independence and non-bias in the process. The
non-management directors individually discuss the results with the Lead Independent Director. The Lead Independent Director and committee chairs then review the evaluation results at the
boardBoard and committee levels, respectively,
in order to discuss and incorporate feedback. The Governance and Nominating Committee utilizes the results of this
robust and thorough process to recommend changes to Board processes, to determine critical skills required of prospective director candidates and to make recommendations for committee assignments.
The Governance and Nominating Committee also prepares and circulates evaluations to the independent directors regarding the performance of the Chair
/and CEO in several key performance areas.
Non-management directors discuss their feedback on the Chair
/and CEO with the Lead Independent Director. The results of the process are discussed in an executive session of the
non-management directors and are also factored into the Compensation Committee’s performance
evaluationsevaluation of the Chair
/CEO.and CEO.
The Board oversees the Company’s identification and management of enterprise risks. Some of the Board’s responsibilities for risk oversight
processes have been delegated to its relevant committees. A detailed mapping of risk oversight responsibilities of the Board and its committees is reviewed regularly by the Board.
RISK OVERSIGHT RESPONSIBILITIES OF THE BOARD’S COMMITTEES
In addition to facilitating oversight of financial risks, the Audit Committee also has primary responsibility for facilitating the Board’s
process of oversight
with respect to the Company’s management of key risks generally. Pursuant to its charter, the Audit Committee’s responsibilities include reviewing annually and receiving periodic updates on the Company’s identification of its key risks, major financial exposures, and related mitigation plans.
The Audit Committee is tasked with ensuring that the Board and its committees oversee the Company’s management of key risks and major financial exposures within their respective purviews. The Audit Committee regularly reviews with the Board the mapping of Board and committee responsibilities for risk oversight. The Audit Committee is also responsible for periodically evaluating the effectiveness of
risk oversight by the
BoardBoard’s and its
committees.Thecommittees’ process of oversight with respect to the Company’s management of key risks.
In addition to the Audit Committee, the Compensation, Finance, and Governance and Nominating Committees each review and evaluate risks associated with their respective areas. Each of the Board committees provides reports concerning its respective risk oversight activities to the Board and the Board considers and discusses such reports.
OVERSIGHT OF CYBERSECURITY
RISKRISKS
The Board has delegated responsibility to the Audit Committee for overseeing the cybersecurity risk management strategy for the Company. The Audit Committee receives regular updates on our cybersecurity risksrisk management process from the Company’smembers of management, including our Chief Information Officer approximately twice per year.(“CIO”). The Audit Committee reviews how the Company is executing against itsour comprehensive cybersecurity framework. From timeframework, including reviewing our cybersecurity reporting protocol that provides for the notification, escalation and communication of significant cybersecurity events to time,a crisis management team and appropriate levels of management, including our CIO, as well as to the Audit Committee. Management also provides the Audit Committee may receive additionalwith a cybersecurity dashboard, which the full Board of Directors can access as well. Additionally, the Audit Committee regularly provides updates to the Board on efforts regarding data loss prevention, regulatory compliance, data privacy, threatthe status of the Company’s cybersecurity risk management process.
RISK MANAGEMENT PROCESS
The Company’s enterprise risk management process is designed to identify, assess and
vulnerability management, cyber-crisis management, or other topics, as applicable.Owens Corning periodically has external information security assessments performedprioritize the Company’s risk exposures across various time frames, from the short-term 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) securitylong-term. The Company’s risk oversight processes and cyber-incident responsedisclosure controls and reporting processes. The Company’s security program has historically provided training and information security awarenessprocedures are designed to appropriately escalate key risks to the following groups of individuals: salaried employees, new hires, people with accessBoard as well as to confidential information or personal data, operational technology administrators, executives, and cyber-incident responders.
Over the last three fiscal years, the Company did not experience any information security breach that had a material impact on its business.analyze potential risks for disclosure. The Company does manage minor information security issues from time to time as part of its routine operations.
RISK MANAGEMENT PROCESS
Owens Corning has a management risk committee (the “Risk Committee”) whichthat is responsible for overseeing and monitoring the Company’s risk assessment and mitigation-related actions. The Risk Committee’s membership hasCommittee is not a Board committee; instead, it is a cross-functional representation,committee that includes members across many areas of expertise, including members from the corporate audit, strategy, finance, legal, information technology, treasury, and business functions. This internal group identifies risks and mitigation strategies, and it provides key updates to executive officers and the Audit Committee.
We currently have an enterprise risk register and sub-registers for each of our three businesses, as well as compliance and finance. The Risk Committee
provides periodic updatesuses these individual risk registers to
create an enterprise risk register, which enables business units and the
Company’sRisk Committee to facilitate strategic and operational planning processes while mitigating sustainability and other risks. Risks are prioritized primarily based on their potential financial impact and the probability of occurrence. The enterprise risk register is reviewed quarterly by executive
officersmanagement and
to the Audit
Committee concerning risk.Committee.
The Board oversees the Company’s strategy. The Board performs an annual review of the strategic plans for each
major businessreportable segment 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
shareholderstockholder value.
OVERSIGHT OF
ESGTheSUSTAINABILITY
Oversight, guidance, and direction on sustainability topics — including our 2030 sustainability goals — are provided by the Board,
overseeswho oversee management’s execution of our sustainability strategy. Our Directors’ Code of Conduct provides that directors are expected to provide oversight, guidance and direction on sustainability issues and opportunities that have potential impact on the
Company’s ESG strategyreputation and
ensures its execution. The Board performs an annual reviewlong-term economic viability of
ESG matters.the Company. As used in the Directors’ Code of Conduct, the term “sustainability” includes the concepts of: personal safety; environmental compliance; product stewardship; and the environmental and social impact of our global operations and the products we make and sell. In addition, the Compensation, Finance, and Governance and Nominating Committees maintain oversight of
management’s responsibilities for particular aspects of
ESGsustainability 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.
SUCCESSION PLANNING
The Company actively engages in succession planning to ensure that it has sufficient depth and breadth of talent. The Board oversees workforce and senior management development primarily through its Compensation and Governance and Nominating Committees. In its oversight of senior management evaluation, development, and compensation, and its evaluation of executive officer performance and determination of executive compensation, the Compensation Committee regularly reviews with management and the Board employee composition, talent, diversity, and senior management development and succession plans. In addition, the Governance and Nominating Committee annually reviews the senior management continuity plan, which addresses contingency planning in the event of an unexpected absence of the CEO. The Board, with the CEO and Chief Human Resources Officer, annually reviews executive talent and succession planning, and regularly reviews management and employee inclusion and diversity programs and initiatives. The CEO presents an annual report on succession planning and evaluation of key executives. The CEO also recommends, and updates as appropriate, a successor to the Board for the CEO position in the event of an unexpected disability of the CEO.
COMMUNICATIONS WITH DIRECTORS
Shareholders
Stockholders 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 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’sthe Company’s existing
Audit Committee complaint policy or business conduct complaint
procedure, as appropriate.procedure.
DIRECTOR QUALIFICATION STANDARDS
Pursuant to New York Stock Exchange (“NYSE”) listing standards, our Board has adopted Director Qualification Standards with respect to the determination of director independence that incorporate the independence requirements of the NYSE 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.
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 committee independence, our Director Qualification Standards, and the criteria applied to determine “audit committee financial expert” status. The
Governance and Nominating Committee also reviewed reports of the answers to annual questionnaires completed by each of the independent directors and of transactions with director-affiliated entities. On the basis of this review, the
Governance and Nominating Committee delivered recommendations to the Board and the Board made its independence and “audit committee financial expert” determinations based upon the
Governance and Nominating Committee’s reports and recommendations.
The Board has determined that
9nine of the current
10 Directorsten directors are independent. Specifically,
Directorsdirectors Cordeiro, Elsner, Festa, Lonergan, Mannen, Martin, Morris, Nimocks, and Williams are
independent under the standards set forth in our Director Qualification Standards and applicable NYSE listing standards. The Board 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 NYSE listing standards. Director Chambers is not independent. The Board 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 Securities and Exchange Commission (the “SEC”), the NYSE,
Owens Corning,the Company, and the respective charters of such committees.
EXECUTIVE SESSIONS OF DIRECTORS Our Corporate Governance Guidelines specify that executive sessions or meetings of
non-management directors without management present must be held regularly (at least three times a year) and at least one such meeting of
non-management directors must include only independent directors. Currently, all of our
non-management directors are independent. In
2021,2023, the
non-management directors met in executive session five times. Our Lead Independent Director presides over all executive sessions of the Board attended by the Lead Independent Director.
OWENS CORNING
THE COMPANY’S POLICIES ON BUSINESS ETHICS AND CONDUCT
CODE OF BUSINESS CONDUCT POLICY All of our employees, including our
Chief Executive Officer,CEO, Chief Financial Officer, and Controller, are required to abide by
Owens Corning’sthe Company’s Code of Business Conduct Policy to ensure that our business is conducted in a consistently legal and ethical manner. This
Policypolicy forms the foundation of a comprehensive process that includes compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct and the high integrity level of our employees. Our policies and procedures cover all areas of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as strict adherence to laws and regulations applicable to the conduct of our business. Employees are expected to report any conduct that they believe to be an actual or apparent violation of
Owens Corning’sthe Company’s Policies on Business Ethics and Conduct.
In addition, the Company maintains a reporting system with access available on an anonymous basis online, by email, or by telephone, and the Code of Business Conduct and reporting system are translated into multiple languages to ensure all our employees around the globe can understand it and report any violations in their primary languages.
ETHICS POLICY FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS The Company has adopted an Ethics Policy for Chief Executive and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, and Controller (“Senior Financial Officers”), which provides, among other things, that Senior Financial Officers must comply with all laws, rules, and regulations that govern the conduct of the Company’s business and that no Senior Financial Officer may participate in a transaction or otherwise act in a manner that creates or appears to create a conflict of interest unless the facts and circumstances are disclosed to and approved by the Governance and Nominating Committee or Audit Committee, as appropriate.
Suspected violations of this policy also are expected to be reported through the anonymous reporting system described above.
The Sarbanes-Oxley Act of 2002 requires audit committees to have procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. We have adopted and comply with such procedures.
DIRECTORS’ CODE OF CONDUCT
Our Directorsdirectors are required to comply with a Directors’ Code of Conduct, (the “Code”). The Codewhich is intended to focus the Board and the individual directors on areas of ethical risk, help directors recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and foster a culture of honesty and accountability. The CodeThis code covers all areas of professional conduct relating to service on the Board, including conflicts of interest, unfair or unethical use of corporate opportunities, strict protection of confidential information, compliance with all applicable laws and regulations, sustainability and oversight of ethics, and compliance by employees of the Company.
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 shareholderstockholder to the Corporate Secretary of the Company. To the extent required by applicable SEC rules or NYSE 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.”
BOARD AND COMMITTEE MEMBERSHIP
Our business, property, and affairs are managed under the direction of our Board. Members of our Board are kept informed of our business through discussions with our
Chief Executive Officer,CEO, Chief Financial Officer, and other officers and employees, by reviewing materials provided to them, by visiting our offices and plants, and by participating in meetings of the Board and its committees. Board members are expected to regularly attend Board and committee meetings as well as our Annual Meetings of
Shareholders,Stockholders, unless an emergency prevents them from doing so. Each of our director nominees for the
20212023 Annual Meeting of
ShareholdersStockholders was present at such meeting.
During
2021,2023, the Board met
fiveeight times. Each of our directors attended
at least 75 percentall of the
regularly scheduled meetings of the Board and committees on which he or she served. The chart below shows committee membership, including those directors who serve as chair of a committee.
| | | | | | | | | | | | | | | | | | | | | | | | | |
NAME | | AUDIT | | COMPENSATION | | EXECUTIVE | | FINANCE | | GOVERNANCE
AND
NOMINATING |
Mr. Cordeiro(1) | | | | X | | X | | C | | |
Ms. Elsner(1) | | X | | | | | | X | | |
Mr. Festa(1) | | | | X | | | | X | | |
Mr. Lonergan(1) | | | | C | | X | | | | X |
Ms. Mannen(1) | | C | | | | X | | | | X |
Mr. Martin(1) | | X | | | | | | X | | |
Mr. Morris(1) | | X | | | | | | X | | |
Ms. Nimocks(1)(2) | | | | | | X | | | | C |
Mr. Williams(1) | | | | X | | | | | | X |
Mr. Chambers | | | | | | C | | | | |
2021 Meetings | | 9 | | 5 | | - | | 4 | | 4 |
| | | | | | | | | | | | | | |
C | | = Committee Chair | | X | | = Committee Member | | 1 | | = Independent | | 2 | | = Lead Independent Director |
| | | | | | | | | | | | | | | | | |
| NAME | AUDIT | COMPENSATION | EXECUTIVE | FINANCE | GOVERNANCE AND NOMINATING |
| Cordeiro(1) | | X | X | C | |
| Elsner(1) | X | | | X | |
| Festa(1) | | X | | X | |
| Lonergan(1) | | C | X | | X |
| Mannen(1) | C | | X | | X |
| Martin(1) | X | | | X | |
| Morris(1) | X | | | X | |
| Nimocks(1)(2) | | | X | | C |
| Williams(1) | | X | | | X |
| Chambers | | | C | | |
| 2023 Meetings | 8 | 6 | - | 4 | 4 |
| | | | | | | | | | | | | | | | | | | | | | | |
| C | = | Committee Chair | X | = | Committee Member | (1) = Independent | (2) = Lead Independent Director |
Each of the standing committees of our Board acts pursuant to a charter that has been approved by our Board. These charters are updated periodically and can be found on the Company’s website at http://www.owenscorning.com and will be made available in print upon request by any shareholderstockholder to the Corporate Secretary of the Company.
DIRECTOR SERVICE ON OTHER PUBLIC BOARDS (OVERBOARDING POLICY)
The Corporate Governance Guidelines state that directors who are employed full time as executives shall not serve on more than two publicly traded company boards (including service on the Company’s Board) and other directors shall not serve on more than four boards of publicly traded companies (including service on the Company’s Board). This is to ensure that our directors devote adequate time for preparation and attendance at Board and committee meetings, including the Annual Meeting of
Shareholders.Stockholders.
The Company’s Audit Committee Charter states that no director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other publicly traded companies, unless the Board determines that such simultaneous service would not impair the ability of such director effectively to serve on the Audit Committee. The Corporate Governance Guidelines also state that directors should provide notice and submit a letter of resignation prior to assuming significant new job responsibilities or accepting positions on additional public or private company boards. The director’s letter of resignation is then considered by the Governance and Nominating Committee. As such, the Board maintains processes to review and approve directors’ membership on additional public company boards, even if those directors are still within the overboarding limits mentioned above.
Our Board believes that each of our directors, including each of our director nominees, has demonstrated the ability to devote sufficient time and attention to Board duties and to otherwise fulfill the responsibilities required of directors. However, we understand that certain institutional investors may deem Ms. Mannen overboarded based on her role as President at Marathon Petroleum Corporation (“MPC”) and her service on the board of directors of MPLX GP LLC (“MPLX”) in addition to her service on our Board. MPLX is a wholly-owned subsidiary of MPC and MPC is the general partner and majority owner of MPLX LP, a publicly traded limited partnership. Due to tax efficiencies, the MPC/MPLX structure has been in place for over a decade and the underlying business is highly integrated. Ms. Mannen’s MPLX board membership is integral to her role as President at MPC. Thus, we do not view Ms. Mannen’s service on the MPLX board as an additional board obligation, but an extension of her role as President. Accordingly, our Board does not believe that Ms. Mannen’s other commitments limit her ability to devote sufficient time and attention to her duties as a director of the Company.
| | |
THE AUDIT COMMITTEE |
Maryann Mannen (Chair) | Adrienne Elsner | Paul Martin | Howard Morris |
RESPONSIBILITIES |
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 integrity of the Company’s financial statements;
•the Company’s compliance with legal and regulatory requirements;
•the Company’s independent registered public accounting firm’s qualifications and independence; and
•the performance of the independent registered public accounting firm and the Company’s internal audit function.
The Board has determined that
Directorsdirectors Mannen, Elsner, and Morris are qualified as audit committee financial experts within the meaning of SEC regulations and that
Directorsdirectors Mannen, Elsner, Martin, and Morris are financially literate within the meaning of
the 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 reportAnnual Report on Form
10-K for the year ended December 31,
2021,2023, for filing with the SEC.
W. Howard Morris
| | |
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
The Audit Committee selected PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for
2022,2024, subject to ratification by our
shareholders.stockholders. | | |
PRINCIPAL ACCOUNTINGACCOUNTANT FEES AND SERVICES |
The aggregate fees billed and services provided by PricewaterhouseCoopers LLP for the years ended December 31,
20212023 and
20202022 are as follows (in thousands):
| | | | | | | | |
| | |
| | | 2021 | | | 2020 | |
| | |
Audit Fees (1) | | $ | 4,680 | | | $ | 5,082 | |
| | |
Audit-Related Fees (2) | | | 0 | | | | 85 | |
| | |
Tax Fees (3) | | | 419 | | | | 147 | |
| | |
All Other Fees (4) | | | 9 | | | | 10 | |
| | |
| TOTAL FEES | | $ | 5,108 | | | $ | 5,324 | |
| | | | | | | | | | | |
| 2023 | 2022 | |
| | | |
| Audit Fees (1) | $ | 5,580 | | $ | 5,523 | | |
| Audit-Related Fees (2) | 19 | 6 | |
| Tax Fees (3) | 889 | 525 | |
| All Other Fees (4) | 8 | 8 | |
| TOTAL FEES | $ | 6,496 | | $ | 6,062 | | |
(1)Fees for each of the years ended December 31, 20212023 and 2020,December 31, 2022, 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 |
Edward Lonergan (Chair) | Eduardo Cordeiro | Alfred Festa | John Williams |
RESPONSIBILITIES |
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
Compensation 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:
•reviews at least annually the goals and objectives of the Company’s executive compensation plans and amends, or recommends that the Board amend, these goals and objectives if the Compensation Committee deems it appropriate;
•reviews at least annually the Company’s executive officer compensation plans in light of the Company’s goals and objectives, and, if the Compensation Committee deems it appropriate, adopts or recommends to the Board the adoption of new, or the amendment of existing, executive compensation plans;
•evaluates annually the performance of the Chief Executive OfficerCEO in light of the goals and objectives of the Company’s executive compensation plans and, either alone as a committee or together with the other independent directors, sets the Chief Executive Officer’sCEO’s compensation level based on this evaluation;
•in consultation with the CEO, approves the pay structure, salaries, and incentive payments of all other executive officers of the Company, as well as the funding level of the Company’s annual and long-term incentive plans; and
•reviews and approves any severance or termination arrangements to be made with any executive officer of the Company.
The Executive Vice President, Chief Human Resources Officer, along with
Owens Corning’sthe Company’s Human Resources staff, support the Compensation
Committee in its work.Committee. 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
20212023 to serve as its independent outside compensation consultant to advise the Compensation Committee on all matters related to
Chief Executive OfficerCEO 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.in the Compensation and Discussion Analysis.
| | |
THE GOVERNANCE AND NOMINATING COMMITTEE |
Suzanne Nimocks (Chair) | Edward Lonergan | Maryann Mannen | John Williams |
RESPONSIBILITIES |
The Governance and Nominating Committee (the “Committee” for purposes of this section)
, is responsible for:
•reviewing with the Board the appropriate skills and characteristics required of directors;
•recommending to the Board size and composition of the Board;
•identifying, screening, and recommending to the Board director nominees for election by the shareholdersstockholders or appointment by the Board, as the case may be, pursuant to the Bylaws, which selections shall be consistent with the Board’s criteria for selecting new directors;
•reviewing shareholderstockholder nominations for members of the Board;
•reviewing the suitability for continued service as director for each Board member when his or her term expires and when he or she has a significant change in status;
•developing and reviewing the corporate governance principles adopted by the Board and recommending any appropriate changes to the Board;
•considering any other corporate governance issues that arise from time to time and developing appropriate recommendations for the Board;
•overseeing the annual evaluation of the Board as a whole, Board committees, and the Chair/Chair and CEO;
recommending procedures for reviewing strategic plans of•advising the Company;
advising theBoard Chair regarding meeting dates, agendas, and the character of information to be presented at Board meetings; and
•ensuring that the Board reviews plans for Board continuity and management recommendations for management continuity at least once a year.
| | |
DIRECTOR NOMINATION PROCESS |
The Committee evaluates potential candidates for Board membership on an ongoing basis. The Committee is authorized to use any methods it deems appropriate for identifying candidates for Board membership, including recommendations from current Board members, outside search firms, and
shareholders.stockholders. Where outside search firms are utilized, they may assist the Committee in identifying, evaluating, or recruiting potential nominees.
Pursuant to the Company’sour Corporate Governance Guidelines, 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 the Company’s business environment, and willingness to devote adequate time and effort to Board responsibilities.
| | |
|
CONSIDERATION OF DIVERSITY |
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.
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
The most recent additions to the Board demonstrate the Company’s commitment to diversity. Four of the last five
Directorsdirectors to join the Board were either female, or 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.
| | |
|
CONSIDERATION OF DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS STOCKHOLDERS |
Under its charter, the Committee is responsible for reviewing
shareholderstockholder nominations for
directors.director. The Committee does not have a formal policy with respect to the consideration of director candidates recommended by
shareholders.stockholders. 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
Corporate 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 |
Eduardo Cordeiro (Chair) | Adrienne Elsner | Alfred Festa | Paul Martin | Howard Morris |
| RESPONSIBILITIES |
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.
| | |
|
|
Brian Chambers (Chair) | Eduardo Cordeiro | Edward Lonergan | Maryann Mannen | Suzanne Nimocks |
| RESPONSIBILITIES |
The Executive Committee has the authority to act for the Board between meetings of the Board subject to its charter, applicable law, and NYSE listing standards.
REVIEW,
APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS
There are no transactions with related persons, as defined in Item 404 of Regulation
S-K, to report for the fiscal year ended December 31,
2021.2023.
The Company has various written policies
in place pertaining to related party transactions and actual or potential conflicts of interest by directors, officers, employees, and members of their immediate
families, including reference in thefamilies. Specifically, pursuant to its charter,
of the Audit
Committee.TheCommittee is responsible for reviewing and approving transactions between the Company has aand any related person, as defined in Item 404 of Regulation S-K.
In addition, our Directors’ Code of Conduct
that provides, among other things, that a director who has an actual or potential conflict of interest:
•must disclose the existence and nature of such actual or potential conflict to the Board Chair and Governance and Nominating Committee Chair; and
•may proceed with the transaction only after receiving approval from the Governance and Nominating Committee.
EXECUTIVE OFFICERS OF OWENS CORNINGThe name, age, and business experience during the past five yearsTable of Owens Corning’s executive officers as of March 10, 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.
| | |
| |
NAME AND AGE | | POSITION1 |
| |
Gina A. Beredo (47)
| | Executive Vice President, General Counsel and Corporate Secretary since June 2021; formerly Executive Vice President, General Counsel and Corporate Secretary of Nordson Corporation (2018); formerly Deputy General Counsel and Assistant Secretary of Nordson Corporation (2013)
|
| |
Brian D. Chambers (55)
| | Board Chair, President and Chief Executive Officer since April 2020; formerly President and Chief Executive Officer (2019); formerly President and Chief Operating Officer (2018); formerly President, Roofing (2014)
|
| |
Todd W. Fister (47)
| | President, Insulation since July 2019; formerly Vice President of Global Insulation and Strategy (2019); formerly Vice President and Managing Director for Europe Insulation and Global Foamglas® (2018); formerly Vice President and Managing Director for Foamglas® (2017); formerly Vice President of Strategic Marketing (2014)
|
| |
José L. Méndez-Andino (48)
| | Executive Vice President, Chief Research and Development Officer since April 2021; formerly Vice President of Science and Technology for Insulation and Roofing (2019); formerly Vice President of Science and Technology for Insulation (2015)
|
| |
Kenneth S. Parks (58)
| | Executive Vice President and Chief Financial Officer since January 2021; formerly Senior Vice President and Chief Financial Officer (2020); formerly Chief Financial Officer of Mylan N.V. (2016)
|
| |
Paula J. Russell (44)
| | Executive Vice President, Chief Human Resources Officer since January 2021; formerly Senior Vice President, Chief Human Resources Officer (December 2019); formerly Vice President, Chief Human Resources Officer (April 2019); formerly Vice President of Total Rewards and Center of Excellence (2018); formerly Vice President of Total Rewards (2017); formerly Vice President of Human Resources, Composites (2012)
|
| |
Marcio A. Sandri (58)
| | President, Composites since May 2018; formerly Vice President Global Strategy and Operations, Composites (2017); formerly Vice President and General Manager, Composites (2007)
|
| |
Kelly J. Schmidt (56)
| | Vice President, Controller since April 2011
|
| |
Daniel T. Smith (57)
| | Executive Vice President, Chief Growth Officer since January 2021; formerly Senior Vice President, Chief Growth Officer (2019); formerly Senior Vice President, Organization and Administration (2014)
|
| |
Gunner S. Smith (48)
| | President, Roofing since August 2018, formerly Vice President of Distribution Sales for Roofing (2012)
|
| 1 | Information in parentheses indicates year during the past five years in which service in position began. The last item listed for each individual represents the position held by such individual at the beginning of the five-year period.
|
ContentsBENEFICIAL 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 Securities Exchange Act)Act of 1934 (the “Exchange Act”) known by Owens Corningthe Company to be the beneficial owners of more than 5% of Owens Corningthe Company’s common stock as of February 17, 202220, 2024 (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 Corningthe Company’s common stock as of February 17, 2022.20, 2024.
| | | | | | | | | | | |
| NAME OF BENEFICIAL OWNER | BENEFICIAL OWNERSHIP | PERCENT OF CLASS | |
| | | |
| BlackRock, Inc.(1) | 10,973,403 | 12.61% | |
| The Vanguard Group(2) | 9,104,610 | 10.47% | |
(1)Based solely upon a Schedule 13G/A filed with the SEC on January 23, 2024, BlackRock, Inc., 50 Hudson Yards, New York, NY 10001, beneficially owned 10,973,403 shares of our common stock, with sole voting power over 10,140,170 shares and sole dispositive power over 10,973,403 shares as of December 31, 2023.
(2)Based solely upon a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, beneficially owned 9,104,610 shares of our common stock, with shared voting power over 58,881 shares, sole dispositive power over 8,973,237 shares and shared dispositive power over 131,373 shares as of December 29, 2023.
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
The following table contains information, as of February 20, 2024, unless otherwise indicated, about the beneficial ownership of the Company’s common stock by the Company’s 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. 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 86,991,467 outstanding shares of the Company’s common stock as of February 20, 2024. 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.
| | | | | | |
| | | |
| TITLE OF CLASS | | NAME AND ADDRESS OF BENEFICIAL
OWNER | | AMOUNT AND NATURE OF BENEFICIAL
OWNERSHIP | | PERCENT OF CLASS |
| | | |
Common Stock | | BlackRock, Inc.(1) | | 11,559,475 | | 11.67% |
| | | |
Common Stock | | The Vanguard Group(2) | | 9,777,972 | | 9.87% |
| (1) | Based solely upon an Amended Schedule 13G/A filed with
| | | | | | | | | | | | | | | | | | | | | | | | DIRECTORS AND
EXECUTIVE
OFFICERS | BENEFICIAL
OWNERSHIP OF
COMMON STOCK | DEFERRED STOCK UNITS (5) | DEFERRED SHARES/UNITS (6) | RESTRICTED STOCK UNITS (7) | TOTAL (8) | | | | | | | | | | | Eduardo E. Cordeiro | 9,059 | (1)* | 3,417 | - | - | 12,476 | | | Adrienne D. Elsner | 15,175 | (1)* | - | - | - | 15,175 | | | Alfred E. Festa | 9,553 | (1)* | - | - | - | 9,553 | | | Edward F. Lonergan | 41,822 | (1)* | 4,964 | - | - | 46,786 | | | Maryann T. Mannen | 19,979 | (1)* | 3,787 | - | - | 23,766 | | | Paul E. Martin | 4,943 | (1)* | - | - | - | 4,943 | | | W. Howard Morris | 37,538 | (1)(2)* | 3,954 | - | - | 41,492 | | | Suzanne P. Nimocks | 26,898 | (1)* | 5,504 | - | - | 32,402 | | | John D. Williams | 48,309 | (1)* | - | - | - | 48,309 | | | Brian D. Chambers | 245,848 | * | - | - | 57,287 | 303,135 | | | Kenneth S. Parks | 9,704 | (3)* | - | - | 33,760 | 43,464 | | | Todd W. Fister | 23,212 | * | - | - | 14,236 | 37,448 | | | Marcio A. Sandri | 27,946 | * | - | 29,268 | 15,599 | 72,813 | | | Gunner S. Smith | 18,452 | * | - | - | 17,688 | 36,140 | | | Gina A. Beredo | 1,576 | * | - | | 31,813(4) | 33,389 | | | Executive officers and directors as a group (18 persons) | 559,245 | * | 21,626 | 41,342 | 157,544 | 779,757 | |
* Less than 1% of outstanding shares. (1)Includes the SEC on January 27, 2022, BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, beneficially owned 11,559,475 shares of our common stock, with sole voting power over 10,619,936 shares and sole dispositive power over 11,559,475 shares as of December 31, 2021. |
| (2) | Based solely upon a Schedule 13G/A filed with the SEC on February 9, 2022, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, beneficially owned 9,777,972 shares of our common stock, with shared voting power over 75,309 shares, sole dispositive power over 9,634,199 shares and shared dispositive power over 143,773 shares as of December 31, 2021.
|
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS
The following table contains information,deferred stock units that could be distributed within 60 days in the event a non-employee director’s service on the Board of Directors is terminated: Mr. Cordeiro, 9,059; Ms. Elsner, 15,175; Mr. Festa, 9,553; Mr. Lonergan, 39,822; Ms. Mannen, 19,979; Mr. Martin, 4,943; Mr. Morris, 33,438; Ms. Nimocks, 15,370; and Mr. Williams, 48,309.
(2)Includes 1,500 shares owned jointly with Mr. Morris’ spouse, as of February 17, 2022, unless otherwise indicated, about the beneficial ownership of Owens Corning’s common stock by the executive officersto which Mr. Morris shares voting 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, theinvestment power.
(3)The number of shares and percentage ownership indicatedbeneficially owned by Mr. Parks in the followingabove table is based on 99,068,126 outstandingare the shares of Owens Corning common stockbeneficially owned as of February 17, 2022. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons nameddate of his separation from the Company.
(4)Includes 9,063 shares awarded in connection with the table belowsettlement of performance share units for the performance cycle ended December 31, 2023 that will vest on June 9, 2024.
(5)Individuals do not have sole voting andor investment power with respect to alldeferred stock units.
(6)Includes vested restricted stock units and performance share units, which do not have voting or investment power, that the individual has elected to defer receipt of until a future date or event.
(7)Unvested restricted stock units, which do not have voting or investment power.
(8)Does not include outstanding performance share units, which do not have voting or investment power, and which may vest from 0% to 200% in shares of common stock shown as beneficially owned by them. | | | | | | | | |
| | | | |
DIRECTORS AND EXECUTIVE OFFICERS | | BENEFICIAL OWNERSHIP OF COMMON STOCK | | PERCENT OF CLASS | | OWNERSHIP OF OTHER SECURITIES | | TOTAL OWNERSHIP OF COMMON STOCK AND OTHER SECURITIES (4) |
| | | | | |
Eduardo E. Cordeiro | | 7,313 (1) | | (5) | | | | |
| | | | | |
Adrienne D. Elsner | | 10,739 (1) | | (5) | | | | |
| | | | | |
Alfred E. Festa | | 3,850 (1) | | (5) | | | | |
| | | | | |
Edward F. Lonergan | | 39,224 (1) | | (5) | | | | |
| | | | | |
Maryann T. Mannen | | 19,276 (1) | | (5) | | | | |
| | | | | |
Paul E. Martin | | 1,433 (1) | | (5) | | | | |
| | | | | |
W. Howard Morris | | 38,590 (1) | | (5) | | | | |
| | | | | |
Suzanne P. Nimocks | | 27,659 (1) | | (5) | | | | |
| | | | | |
John D. Williams | | 43,274 (1) | | (5) | | | | |
| | | | | |
Brian D. Chambers | | 135,001 (2) | | (5) | | 65,083 (3) | | 200,084 (2)(3) |
| | | | | |
Kenneth S. Parks | | 1,213 | | (5) | | 30,375 (3) | | 31,588 (3) |
| | | | | |
Gina A. Beredo | | - | | (5) | | 18,609 (3) | | 18,609 (3) |
| | | | | |
Marcio A. Sandri | | 41,305 (1)(2) | | (5) | | 14,869 (3) | | 56,174 (1)(2)(3) |
| | | | | |
Daniel T. Smith | | 20,463 (2) | | (5) | | 35,434 (3) | | 55,897 (2)(3) |
| | | | | |
Executive officers and
directors as a group (19 persons) | | 437,074 (1)(2) | | (5) | | 228,331 (3) | | 665,405 (1)(2)(3) |
| (1) | Includes deferred vested stock over which there is currently no investment or voting power, as follows: Mr. Cordeiro, 7,313; Ms. Elsner, 10,739; Mr. Festa, 3,850; Mr. Lonergan, 37,224; Ms. Mannen, 19,276; Mr. Martin, 1,433; Mr. Morris, 33,996; Ms. Nimocks, 24,863; Mr. Williams, 43,274; Mr. Sandri, 23,885; and all executive officers and directors as a group (19 persons), 207,203.
|
| (2) | Includes shares which are not owned but are unissued shares subject to exercise of options, or which will be subject to exercise of options within 60 days after February 17, 2022, as follows: Mr. Chambers, 16,700; Mr. Sandri, 11,600; Mr. Smith, 3,775; and all executive officers and directors as a group (19 persons), 38,175.
|
| (3) | Includes restricted stock units and deferred unvested restricted stock units over which there is currently no investment or voting power, as follows: Ms. Beredo, 18,609; Mr. Chambers, 65,083; Mr. Parks, 30,375; Mr. Sandri, 14,869; Mr. Smith, 35,434; and all executive officers and directors as a group (19 persons), 228,331.
|
| (4) | Does not include outstanding performance share units, which do not have voting or investment power, and which may vest from 0% to 200% in shares of common stock at the end of a three-year performance period.
|
| (5) | Represents less than 1%.
|
at the end of a three-year performance period.
COMPENSATION DISCUSSION AND ANALYSIS
In this section of the Proxy Statement, we explain and discuss our 2023 executive compensation program. This discussion is intended to describe our compensation policies and provide a review of our significant compensation decisions for 2023. Our goal through this disclosure is to provide a better understanding, both in absolute terms and relative to our performance, of our executive compensation practices and the decisions made concerning the compensation payable to our Named Executive Officers (“NEOs”) listed in the “2023 Summary Compensation Table.”
In 2021, Owens Corning delivered2023, the Company achieved record revenues and increased cash flow generation, expanded operating margins across its businesses, and continued to deliver strong adjusted earnings before interest and taxes (“adjusted EBIT”)1 amid*, generated significant cash flow and expanded operating margins, all while operating within dynamic market conditions. Throughout the year, we continued to invest in organic growth through new product and process innovation, as well as targeted capacity additions. In every region, we continued to make decisions in support of our strategy to strengthen our core in building and construction and expand into new product adjacencies while we look for ways to develop multi-material and prefabricated solutions.
Our results in 2023 reflect the impact of the strategic choices we’ve made, and the operating initiatives being driven by our global teams to more fully leverage our market knowledge, material science expertise, and manufacturing capabilities. The Company's global teams continued to execute on the choices we have made aligned with our Company's strategy despite dynamic market conditions. The
Company’ssustained quality and consistency of our performance
was driven byresulted in strong
volumes and outstanding commercial and operational execution across the organization. All of this was accomplished despite the persisting impacts of the COVID-19 pandemic.Across our Company – in every region – we continue to differentiate ourselves and build market-leading positions through our commercial 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 elements of this strategy are: strengthening our position in core building and construction 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 shareholders in 2022 and beyond.
adjusted EBIT.
As described in this section, we believe compensation should align with and enhance long-term
shareholderstockholder 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
2021,2023, this resulted in
above-target payoutsabove target performance for our short-term
incentive plan, and
target payouts for our long-term incentive
plan. Our executive compensation plans were not modified during the course of 2021 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 RESPONSE
The COVID-19 pandemic continued to impact businesses and industries, communities, and families across the world in 2021. Against this challenging backdrop that included 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 needs of our 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. Our results demonstrated the resiliency of our team, the strength of our commercial and operational execution, and the durability of the earnings power of our Company.
plans.
At Owens Corning,our Company, our leaders are relentlessly focused on growth– growth of our Company and our talent, as well as our contributions to the communities in which we work and our communities.live. This focus permeates everythingon growth is a common thread through all that we do, including our multi-year journey ofongoing dedication to talent development that has shaped the leaders we invest in and promote. Our leaders are accountable to drive results, build connections, and explore new ideas to execute on our ambitious growth agenda. They must do this while fosteringso with an environment that encouragesunwavering commitment to embracing inclusion and diversity to enable high-performing teams, continually enhance our positive work environment, and develop and retain outstanding talent. We provide you with the following information concerning the objectives, principles, decisions, material elements, processes, amounts, and rationale underlying the compensation of our NamedNEOs. In September 2023, Kenneth S. Parks ceased serving as Executive Officers (“NEOs”Vice President and Chief Financial Officer ("CFO"). and Todd W. Fister was appointed Executive Vice President and CFO.
For
2021,2023, our NEOs are:
| | | | | | | | |
| NAME | TITLE | |
NAME
| | TITLE
| | PERIOD OF EMPLOYMENT |
| | |
Brian D. Chambers | | Board Chair, President and Chief Executive Officer | | July 2000 -– August 2007 |
| Todd W. Fister | | |
Kenneth S. Parks
| | Executive Vice President Chief Financial Officer (“CFO”)and CFO | November 2014 – present |
| Kenneth S. Parks | Former Executive Vice President and CFO | September 2020 - present– September 2023 |
| Marcio A. Sandri | President, Composites | August 2000 – present |
Gunner S. Smith | President, Roofing | November 2008 – present |
| Gina A. Beredo | | Executive Vice President, General Counsel and Corporate Secretary | | June 2021 -– present |
| | |
Daniel T. Smith
| | Executive Vice President, Chief Growth Officer | | September 2009 - present |
| | |
Marcio A. Sandri
| | President, Composites | | August 2000 - present |
| 1 | Reconciliation and further information for certain non-GAAP measures may be found for EBIT and adjusted EBIT on pages 25 and 26 of our 2021 Form 10-K filed with the SEC on February 16, 2022.
|
* Reconciliation and further information for certain non-GAAP measures may be found for EBIT and adjusted EBIT on page 31 of our 2023 Form 10-K filed with the SEC on February 14, 2024.
OUR
SHAREHOLDERSTOCKHOLDER 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,stockholders, and how it rewards the achievement of our objectives. We also want to understand
what our
shareholders’ viewsstockholders think about
our executive
compensation program.To this end, in 2021compensation.
In 2023, we continued our
shareholderstockholder outreach program under which we provide consistent, periodic opportunities for our investors to provide their perspectives on our executive compensation and
ESGenvironmental, social and governance (“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.
| | | | | | | | |
| OUTREACH TYPE | APPROXIMATE TIMEFRAME | | | PURPOSE |
| | |
| OUTREACH TYPE
| | APPROXIMATE TIMEFRAME
| PURPOSE
|
| | |
Proxy Off-Season | Fall/Winter | Fall/Winter | | Solicit shareholderstockholder feedback more broadly on governance, executive compensation, and environmental and social issues |
| | |
| Proxy Season | After filing Proxy Statement | Solicit stockholder feedback on Proxy Statement and pending proposals |
| Proxy Season
| | After filing proxy statement | Solicit shareholder feedback on proxy statement and proposals
|
| | |
Post-Annual Meeting | Fall | Fall | | Engage with shareholdersstockholders to understand their votes at the most recent Annual Meeting of Shareholders Stockholders |
Since filing our prior
proxy statementProxy Statement in March
2021,2023, we carried out two
distinct communication efforts with investors on governance topics. Our most recent communication in
Fall 2021the fall of 2023 reached more than 70 of our top investors collectively holding approximately
80%72% 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
shareholdersstockholders who were contacted via these outreach efforts.
ShareholderStockholder 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 20212023 Annual Meeting we provided our shareholdersstockholders with the opportunity, on an advisory basis, to approve or vote against the compensation of our NEOs (“Say-on-Pay”)(Say-on-Pay). Approximately 90% More than 89% of the votes cast oncounting towards the outcome of this proposal approved the NEOs’ compensation. Owens CorningThe Compensation Committee also considered this result in connection with its ongoing review of compensation policies and decisions in 2023. The Committee believes these voting results demonstrate substantial, continuing support for our NEO compensation program, and the Committee chose not to make any substantial changes to the existing program for 2023 specifically in response to the 2023 Say-on-Pay voting results. The Company considers shareholderstockholder feedback as it shapes its governance and executive compensation programs and policies, as well as its disclosures. Recent examples
20212023 EXECUTIVE COMPENSATION PROGRAM
Considering the effectiveness of our programs and
shareholderstrong stockholder support, as evidenced by the
Say-on-Pay vote outcome at our most recent Annual Meeting of
Shareholders,Stockholders, the Compensation Committee (the “Committee” for purposes of this Compensation Discussion and Analysis), generally maintained the same program design for
2021. The2023. In particular, performance share units
include a new metric relatedawards (“PSUs”) continue to
be earned based on our achievement of total shareholder return (“TSR”), return on capital (“ROC”), and free cash flow conversion
in addition to continued use of total shareholder return and return on capital(“FCFC”) metrics. The following table summarizes the major elements of our
2023 executive compensation plans for the NEOs:
| | | | | | | | |
| | | | |
PAY
ELEMENT
| | FORM | | METRIC | | PERFORMANCE PERIOD | | OBJECTIVE |
| | | | |
Base Salary
| | Cash | | N/A | | N/A | | Provide a base level of compensation sufficient to attract, retain, and motivate executives
|
| | | | |
Annual
Incentive
Award
| | Cash | | 75% Corporate performance:
• 40% Owens Corning adjusted EBIT
• 20% Composites EBIT
• 20% Insulation EBIT
• 20% Roofing EBIT
25% Individual performance
| | 1 year | | Motivate executives to meet and exceed Company and business financial goals, ESG goals, and individual performance objectives
|
| | | | |
Long-Term
Incentive
Award
| | Restricted Stock Units (40%) | | N/A | | 4 years | | Provide equity-based compensation opportunities that align the interests of executives and shareholders
|
| PSUs (TSR) (20%) | | Performance Share Units (PSUs) based on total shareholder return (TSR) relative to companies that make up the Dow Jones Construction and Materials Index as of the beginning of the performance period
| | 3 years |
| PSUs (ROC) (20%) | | PSUs based on adjusted return on capital metric (ROC)
| | 3 years |
| | | | |
| | PSUs (FCFC) (20%) | | PSUs based on free cash flow conversion metric (FCFC)
| | 3 years | | |
Base salary is paid in the form of cash and provides a base level of compensation sufficient to attract, retain and motivate executives. Annual incentive awards are paid in cash and motivate executives to meet and exceed Company and business financial goals, ESG goals, and individual performance objectives. Long-term incentive awards are settled in shares and provide equity-based compensation opportunities that align the interests of executives and stockholders. Additional details and rationale for
20212023 compensation decisions are provided
later in
later discussion in thisthe Compensation Discussion and Analysis.
HOW WE MAKE COMPENSATION DECISIONS
OUR EXECUTIVE COMPENSATION PHILOSOPHY
The Committee believes that executive compensation opportunities should align withdrive sustainable results and enhancedeliver long-term, superior shareholder value.return. This core philosophy is embedded in all aspects of our executive compensation program and is reflected in our guiding principles. We believe that the application of these principles enables us to create a meaningful link between compensation outcomes and long-term, sustainable value for our shareholders.stockholders.
| | | | | | | | |
| | |
PAY FOR PERFORMANCE | | SHAREHOLDERSTOCKHOLDER ALIGNMENT | | LONG-TERM FOCUS |
| | |
| | |
| A substantial majority of pay is variable, contingent, and directly linked to Company and individual performance. | | The financial interests of executives are aligned with the long-term interests of our shareholdersstockholders through stock-based compensation and performance metrics that correlate with long-term shareholderstockholder value. | | For our NEOs, long-term stock-based compensation opportunities will significantly outweigh short-term cash-based opportunities. Annual objectives align with the three key elements of our strategic plan and enhance sustainable long-term performance. |
| | | | |
| | |
COMPETITIVENESS | | BALANCE | | GOVERNANCE/COMMUNICATION |
| | |
Total compensation should be sufficiently competitive to attract, retain, motivate, and reward a leadership team capable of maximizing Owens Corning’sthe Company’s performance. Each element is generally compared to peers and the broader marketplace for executive talent. | | Our compensation program is designed to be challenging, but fair. Executives should have the opportunity to earn market- competitivemarket-competitive pay for delivering expected results. As results exceed expectations (both internal and external), pay levels may increase above market median levels. If performance falls below expected levels, actual pay may fall below market median levels. | | Feedback from shareholdersstockholders is solicited and, when applicable, factored into the design of our compensation program. Clear design enables ease of communication for all stakeholders. |
The Committee, which consists of all independent directors, is responsible for overseeing the development and administration of our executive compensation program. In this role, the Committee approves all compensation actions concerning our CEO and the other NEOs. The Committee’s other responsibilities include:
reviews•Reviewing at least annually the goals and objectives of the Company’s executive compensation plans and amends,amending, or recommendsrecommending that the Board amend, these goals and objectives if the Compensation Committee deems it appropriate;
reviews•Reviewing at least annually the Company’s executive officer compensation plans in light of the Company’s goals and objectives, and, if the Compensation Committee deems it appropriate, adoptsadopting or recommendsrecommending to the Board the adoption of new, or the amendment of existing, executive compensation plans;
evaluates•Evaluating annually the performance of the Chief Executive OfficerCEO in light of the goals and objectives of the Company’s executive compensation plans and, either alone as a committee or together with the other independent directors, setssetting the Chief Executive Officer’sCEO’s compensation level based on this evaluation;
in•In consultation with the CEO, approvesapproving the pay structure, salaries, and incentive payments of all other executive officers of the Company, as well as the funding level of the Company’s annual and long-term incentive plans; and
reviews•Reviewing and approvesapproving any severance or termination arrangements to be made with any executive officer of the Company.
In determining the long-term incentive component of the CEO’s compensation, the Committee considers all relevant factors, including the Company’s performance and relative TSR, the value of similar awards to Chief Executive Officers of comparable companies, and the awards given to the CEO in past years. The Chief Human Resources Officer and the independent compensation consultant assist the Committee with these responsibilities. The Committee’s charter, which sets out the Committee’s responsibilities, can be found on our website at: http://www.owenscorning.com. ROLE OF THE COMPENSATION CONSULTANT The Committee retained the services of
Meridian Compensation Partners, LLC (“Meridian” or the
“Consultant”)Consultant to serve as its executive compensation consultant for
2021.2023. In this capacity, the Consultant advised the Committee on a variety of subjects consisting of compensation plan design and trends, pay for performance analytics, and comparative compensation norms. While the Consultant may make recommendations on the form and amount of compensation, the Committee
decidescontinues to make all decisions regarding the compensation of our NEOs.
The Consultant reported directly to the Committee, participated in meetings as requested and communicated with the Committee Chair between meetings as necessary. In
2021,2023, the Consultant attended all of our Committee meetings.
The Committee reviewed the qualifications and assessed the independence of the Consultant during 2021.2023. The Committee also considered and assessed all relevant factors, including those required by the SEC and the NYSE, which could give rise to a potential conflict of interest. Based on these reviews, the Committee did not identify any conflicts of interest raised by the work performed by the Consultant. MeridianThe Consultant does not perform other services for or receive other fees from Owens Corning.the Company. The
Committee has the sole authority to modify or approve the Consultant’s compensation, determine the nature and scope of its services, evaluate its performance, terminate the engagement, and hire a replacement or additional consultant at any time.
The Committee utilizes a peer group of
1416 companies when assessing the competitiveness of executive compensation and the appropriateness of compensation program design. These companies are
either in the building materials industry, serve related markets, or use manufacturing processes similar to
Owens Corning,the Company, and have size (measured in annual sales, market capitalization or number of employees) or complexity comparable to
Owens Corning.the Company. This peer group is reviewed regularly by the Committee to
help ensure the relevance of the companies to which we compare ourselves.
The peer group for
20212023 compensation decisions
(which was unchanged from 2022) was comprised of the following
companies, which did not change from 2020:companies: | | | | | |
A.O. Smith Corporation | | Masco Corporation |
Ball Corporation | | Mohawk Industries, Inc. |
Celanese Corporation | | O-I Glass, Inc. |
Eastman Chemical Company | | PPG Industries, Inc. |
Fortune Brands Home & Security,Innovations, Inc. | | RPM International Inc. |
Lennox InternationalGreif, Inc.
| | The Sherwin-Williams Company |
Louisiana-Pacific Corporation
| | Stanley Black & Decker, Inc. |
| Lennox International Inc. | The Sherwin-Williams Company |
| Louisiana-Pacific Corporation | Trane Technologies |
Effective January 1, 2022, the Committee added Trane Technologies plc and Greif, Inc. as peer companies. The Committee believes these changes maintain a balance between company size/revenue, industry, global scope, manufacturing footprint, and presence as a competitor for executive talent.
While compensation data from the peer group serves as comparison data, the Committee supplements this information with data from compensation surveys covering general industry companies of similar size based on annual sales. This additional data, compiled by the Consultant, enhances the Committee’s knowledge of trends and market practices.
Owens CorningThe Company did not select the companies that comprise any of these survey groups, and the component companies’ identities were not a material factor in our compensation analysis.
MARKET MEDIAN COMPENSATION
To help ensure that our compensation program is appropriately competitive, the Committee believes the target opportunity of each key compensation element (base salary, annual incentive, and long-term incentive) should generally align with market median practices. As such, the compensation opportunities, when granted, correspond to the market median practices of peer companies with additional performance criteria that awards significant value only when the Company outperforms the targets set by the Committee.
Individual pay opportunities may fall above or below these targets based on the executive’s performance and the Committee’s discretion. In exercising its discretion, the Committee considers Company and individual performance, time in job and experience, job scope, and any other factors that it determines to be relevant and consistent with program objectives and
shareholderstockholder interests.
HOW WE STRUCTURE OUR COMPENSATION
PRINCIPAL ELEMENTS OF COMPENSATION
The following principal elements make up our NEOs’ compensation program:
| | | | | | | | | | | | | | |
| | |
| CASH COMPENSATION | | LONG-TERM INCENTIVES | | RETIREMENT |
| | | | |
| Base Salary | | Annual Incentive | | Units | | Units | | Non-Qualified Deferred Compensation and Restoration Plan |
BASE SALARYTo help Owens Corning attract, retain, and motivate the most qualified executive talent, we provide executive base salaries generally targeted at the median of competitive market practices.
Each year, the Committee reviews recommendations from the CEO regarding base salary adjustments for his direct reports, including the other NEOs. The Committee has discretion to modify or approve the CEO’s base salary recommendations and the CEO does not participate in the Committee’s determination of his own base salary. 20212023 base salary increasesdecisions were drivengenerally influenced by job scope and responsibilities, experience, tenure, individual performance, retention risk, gaps to market median pay practices and internal equity.
Annual incentives are delivered through the annual Corporate Incentive Plan (“CIP”). Funding under the
20212023 CIP for all NEO awards was determined based on performance as measured against corporate and individual performance goals. Incentive awards for the NEOs are based 75% on corporate performance measures and 25% on individual performance. Award amounts for each component may be earned from 0% to 200% of targeted levels, based upon performance. The Committee assesses the individual performance of the CEO, and reviews and approves the CEO’s assessment of individual performance of the other NEOs in determining the individual performance component of CIP
awards.payouts. The overall corporate component is earned based upon the achievement of
pre-determined financial goals as described below. Awards are paid in the form of a
lump-sum cash payment.
At the beginning of each year, the Committee selects the overall corporate performance objectives, or funding criteria, that are used to determine the funding of the corporate performance component (75% of the target award) for the annual CIP. For
2021,2023, the Committee selected specific levels of adjusted EBIT as the performance metric based on the view that total shareholder return correlated with sustained earnings growth, which
Owens Corningthe Company measures through adjusted EBIT performance, our
long-standing measure of profitability.
Earnings metrics areCompany earnings is the most prevalent annual incentive
metricsmetric used by
Owens CorningCompany peers. Because of the importance of driving profitable growth, adjusted EBIT is weighted at 75% within the annual incentive
opportunities.payout. Owens Corning (consolidated) adjusted EBIT goals determine 40% of overall corporate funding, and performance of the
Composites,Roofing, Insulation, and
RoofingComposites businesses against their respective EBIT goals each contribute 20% to overall corporate funding.
Despite the pandemic, no adjustments were made to the company’s performance incentive goals for 2020 or 2021.Funding for each of the corporate components of the CIP can independently range,vary based on consolidated or business performance. For 2023, identified performance fromrequirements were as follows: Threshold performance (50%(0% CIP funding), to; performance requirements that corresponded with 50% CIP funding (Gate 1); Target performance (100%requirements that corresponded with 100% CIP funding)funding (Target Funding); and a performance requirement that corresponded with 200% funding (Maximum Funding), to Maximum performance (200% CIP funding). as shown in the chart below.
For consolidated or business performance falling
at or below Threshold, that portion of the award would not fund.
For performance between Threshold and Target or Target and Maximum, CIP funding would fall proportionately between the corresponding funding levels. For example,Straight-line mathematical interpolation was used for performance falling
halfway between
Thresholdidentified performance
and Target performance, the resulting CIP funding would be 75%, which is halfway between Threshold funding at 50% and Target funding at 100%.requirements. This straight-line mathematical interpolation is performed separately for Owens Corning
Composites,adjusted EBIT, and Roofing, Insulation, and
Roofing adjustedComposites EBIT performance,
and therespectively. The results are aggregated by applying a 40% weight to consolidated funding and 20% weight to the funding of each business.
When establishing
2021 Threshold, Target, and Maximum CIP2023 performance requirements the Committee used a variety of guiding principles, including:
•Target performance levels generally correspond with the results and the business objectives called for in the Board-reviewed operatingoperations plan (a comprehensive strategic business plan for the Company) for the year. Whether the Target performance level can be attained is a function of the degree of difficulty associated with the operatingoperations plan.
Threshold•Identified performance levelsrequirements below target, will be set at a level of acceptable performance that warrants below-market compensation. CIP performance levels between Threshold and Target are intended to compensate participants below the targeted median, which the Committee believes is appropriate for a performance-based incentive plan.
•The Maximum performance level is also determined based on the Committee’s view of the degree of difficulty of the operatingoperations plan–the more difficult the operating plan and, therefore, the Target performance level, is to achieve, the less incremental performance (above Target performance) is required to reach the Maximum.
•The Maximum performance level will be set so that it is difficult to achieve and would deliver clear outperformance compared to the operating plan, with the mindset that Maximum performance significantly benefits the Company’s shareholdersstockholders and warrants CIP funding at or near Maximum.
•CIP awards between Target and Maximum should reflect a level of performance that distinguishes the Company and its leaders, and translates into increased shareholderstockholder value.
•The Committee retains discretion to reduce awards or not pay CIP compensation to the NEOs even if the relevant performance targets are met, and to adjust performance targets based on timing and materiality of transactions, charges, or accruals.
•Based on timing of material transactions, the Committee may exclude the impact of a divestiture/acquisition (for example, not allow the additional EBIT of an acquired business to fund the CIP), or may include the impact of the acquisition (for example, include the acquired business’ EBIT after increasing the performance levels required to fund the CIP), it being the Committee’s intent to avoid funding windfalls and reward acquisition synergy capture.
Individual performance goals for the CEO are established and reviewed by the Committee and Board at the beginning of each fiscal year (see goal setting discussion below). For the remaining NEOs, the CEO and each officer establish and agree upon performance objectives which serve as the individual performance goals for that officer for the year. At the close of each year, the Committee evaluates the performance of the CEO against the established performance andgoals (inclusive of ESG goals,goals), in addition to other factors described below, and determines the level of funding of the individual component of the award. Similarly, the CEO reviews performance of the other NEOs against their individual goals and based on this assessment and other factors
described below, the CEO makes a recommendation to the Committee. The Committee then determines the actual payout under the individual component of the CIP for such NEOs based on the recommendations of the CEO and its discretion, all subject to overall CIP funding levels.
We believe long-term incentive opportunities should align NEO behaviors and results with key enterprise drivers and the interests of
shareholdersstockholders over an extended period. Our long-term incentive program (“LTI”) is an equity-based program that uses a combination of
Restricted Stock Unitsrestricted stock units ("RSUs") and
Performance Share Units.PSUs. For
20212023 NEO awards, the mix of LTI vehicles was
maintained as
follows:
Restricted Stock Unitsdescribed below:
RSUs generally vest at a rate of 25% per year over a four-year period. Performance
Share Unitsshare units use
overlapping three-year performance cycles, with a new three-year cycle beginning each year. Our
Return on Capital-based Performance Share Units (“ROC PSUs”) generally vest after the completion of the three-year performance period and deliver shares based on achievement of predetermined adjusted return on capital metrics. Despite the pandemic, no adjustments were made to the performance levels associated with our PSUs for 2020 and 2021. Our total shareholder return-based
Performance Share UnitsPSUs (“TSR PSUs”) generally vest after the completion of the three-year performance period and deliver shares based on the Company’s total shareholder return relative to the companies that made up the
Dow Jones Construction and Materials Index (the “Index”)TSR Comparator Group (as further described below), as of the beginning of the performance period. Our
Return on Capital-based PSUs (“ROC PSUs”) generally vest after the completion of the three-year performance period and deliver shares based on achievement of predetermined adjusted return on capital metrics. Our Free Cash Flow Conversion-based
Performance Share UnitsPSUs (“FCFC PSUs”) generally vest after the completion of the three-year performance period and deliver shares based on achievement of predetermined free cash flow conversion metrics. We believe the majority of awards should be performance-based and
at-risk. Accordingly, the aggregate LTI award’s total value is allocated 40% to
Restricted Stock Units, 20% to ROC PSUs,RSUs, 20% to TSR PSUs, 20% to
ROC PSUs, and 20% FCFC PSUs, and then each allocation is divided by the grant date stock price to determine the number of
Restricted Stock UnitsRSUs and target
Performance Share UnitsPSUs that are granted.
PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN
For the 2023-2025 performance cycle, the TSR PSUs will fund from 0% to 200% based upon the Company’s total shareholder return as a percentile of the companies included in the 2023 TSR Comparator Group as of the beginning of the performance period. The comparator group was selected as a peer group that is specific to our industry and aligned to our markets and global exposure. Threshold funding (0% payout) for the TSR PSUs applies up to the 25th percentile of the TSR Comparator Group. Target funding (100% payout) is achieved at the 50th percentile. Maximum funding (200% payout) is earned at and above the 75th percentile. Any payout is determined on a straight-line mathematical basis for performance between Threshold and Target, and between Target and Maximum, and is capped at 100% if our TSR is negative. The following table depicts the payout opportunity for the 2023 TSR PSU award:
| | | | | | | | | | | |
| FUNDING AS A % OF TARGET | OC TSR PERCENTILE | |
| | | |
| Threshold | 0% | 25TH | |
| Target | 100 | % | 50TH | |
| Maximum | 200 | % | 75TH | |
Effective January 1, 2023, the Committee implemented a new TSR Comparator Group for new TSR PSU grants, which consists of the companies noted below. The Committee believes this change more appropriately aligns the companies within the TSR Comparator Group to our specific industry, markets, and global exposure. The criteria used in determining this new TSR Comparator Group included the size of the companies (measured in terms of annual revenue and market capitalization); industries and geographies in which the companies operate; stock price correlation and volatility relative to the Company.
| | | | | |
| A.O Smith Corporation | Lennox International Inc. |
| Advanced Drainage Systems, Inc. | Louisiana-Pacific Corporation |
| Allegion plc | Masco Corporation |
| Armstrong World Industries, Inc. | Masonite International Corporation |
| Ball Corporation | Mohawk Industries, Inc. |
| Builders FirstSource, Inc. | O-I Glass, Inc. |
| Carlisle Companies Incorporated | PPG Industries, Inc. |
| Carrier Global Corporation | Resideo Technologies, Inc. |
| Celanese Corporation | RPM International Inc. |
| Eastman Chemical Company | Stanley Black & Decker, Inc. |
| Fortune Brands Innovations, Inc. | The Sherwin-Williams Company |
| Greif, Inc. | Trane Technologies |
| JELD-WEN Holding, Inc. | Trex Company, Inc. |
| Johnson Controls International plc | UFP Industries, Inc. |
The 2023 TSR Comparator Group includes all constituents of our compensation peer group. The Committee will continue to work with its Consultant and Company management to review the ongoing appropriateness of the companies in the TSR Comparator Group.
PERFORMANCE SHARE UNITS – RETURN ON CAPITAL
For the
2021-20232023-2025 performance cycle, ROC PSUs will fund from 0% to 200% based upon adjusted return on capital achieved during each year of the three-year performance period. Each annual funding outcome will be averaged to determine the award payout. Adjusted return on capital for each fiscal year is calculated as adjusted EBIT less adjusted taxes, divided by the sum of average net fixed assets, average working capital, and post-emergence goodwill, and intangibles. This formula may be adjusted for material transactions, accruals or charges as approved by the Committee and thus may differ from return on capital that may be discussed in the context of our financial statements and other public disclosures. For the
2021-20232023-2025 performance cycle, 0% funding will be provided
at or below threshold
performance. Threshold adjusted return on capital performance, which
would provide for 50% funding, was set at
7.5%8.5% adjusted return on capital, as a proxy for the Company’s long-term cost of capital. Maximum performance, which would provide for 200% funding, was set at
12.5%22% adjusted return on capital. Target performance, which would provide for 100% funding, was set at
10%18% adjusted return on capital. Payout will be interpolated on a straight-line mathematical basis for performance between Threshold and Target, or between Target and Maximum.
PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN
For the 2021-2023 performance cycle, the TSR PSUs will fund from 0% to 200% based upon the Company’s total shareholder return as a percentile of the companies included in the Index as of the beginning of the performance period. The Index comparator group was selected as a peer group that is specific to our industry and aligned to our markets and global exposure.
Threshold funding (0% payout) for the TSR PSUs applies up to the 25th percentile of the Index. Target funding (100% payout) is achieved at the 50th percentile. Maximum funding (200% payout) is earned at and above the 75th percentile. Payout is interpolated on a straight-line mathematical basis for performance between Threshold and Target, and between Target and Maximum, and is capped at 100% if our TSR is negative. The following charttable depicts the payout opportunity for the 2021 TSR2023 ROC PSU award:
| | | | | | | | | | | |
| FUNDING AS A % OF TARGET | 2023-2025 ROC | |
| | | |
| Threshold | 0% | 8.5 | % | |
| Target | 100 | % | 18 | % | |
| Maximum | 200 | % | 22 | % | |
PERFORMANCE SHARE UNITS – FREE CASH FLOW CONVERSION
Free cash flow conversion was introduced as a long-term incentive metric in 2020 and continues to be a critical objective within the Company’s overall capital management, shareholder return, and enterprise growth strategy.
Free cash flow conversion is a
non-GAAP measure calculated as net cash flow provided by operating activities less cash paid for property, plant, and equipment divided by adjusted earnings.
This formula may be adjusted for material transactions, accruals, or charges as approved by the Committee and thus may differ from free cash flow conversion that may be discussed in the context of our financial statements and other public disclosures.
For the 2021 – 20232023-2025 performance cycle, the FCFC PSUs will fund from 0% to 200% based upon annual free cash flow conversion during each year of the three-year performance period. Each annual funding outcome will be averaged to determine the award payout. For the 2021-20232023-2025 performance cycle, 0% funding will be provided at or below threshold performance. Threshold free cash flow conversion performance, which would provide for 50% funding, was set at 75% free cash flow conversion. Maximum performance, which would provide for 200% funding, was set at 110% free cash flow conversion performance. Target performance, which would provide for 100% funding, was set at 100%a range of 98%-102% free cash flow conversion. Payout will be interpolated on a straight-line mathematical basis for performance between Threshold and Target, or between Target and Maximum. The following table depicts the payout opportunity for the 2023 FCFC PSU award:
| | | | | | | | | | | |
| FUNDING AS A % OF TARGET | 2023-2025 FCFC | |
| | | |
| Threshold | 0% | 75 | % | |
| Target | 100 | % | 98%-102% | |
| Maximum | 200 | % | 110 | % | |
EMPHASIS ON VARIABLE PAY
85%
88% of our CEO’s and 74% of our other NEOs’ target compensation (in other words, base(base salary, target annual incentiveincentives, and target long-term incentives) is at-risk compensation directly contingent on performance. Actual annual incentives and long-term incentive awards are subject to the achievement of pre-established performance requirements and designed to align to stockholder value. Base salary and other fixed elements of compensation are essential to any compensation program and enable the recruitment and retention of top talent. However, we believe that variable compensation for our most senior executives should significantly outweigh base salaries. Our
20212023 NEO compensation reflects this philosophy. The following charts illustrate the target pay mix for our CEO and other NEOs for
2021.2023. Note the significant portion of compensation that is
at-risk and performance-based.
| | | | | | | | | | | |
| CEO | | 88% "At Risk" Compensation | |
| | | |
| | | |
71% Long-Term Incentive | | 17% Annual Incentive | 12% Base Salary |
| | | | | | | | |
| Other NEO's | 74% "At Risk" Compensation | |
| | |
| | |
55% Long-Term Incentive | 19% Annual Incentive | 26% Base Salary |
HOW WE ASSESS PERFORMANCE
Annually, the Committee establishes financial, strategic, and operational goals for the CEO related to three broad constituencies:
shareholders,stockholders, customers, and employees. The CEO’s goals are generally based upon the Company’s operations plan, which is reviewed by the Board.
Shareholder
Stockholder goals may include specific measurements of profitability, cash flow, capital efficiency, expense management, and outcomes related to environmental, social, and governance considerations. Customer goals may include new sources of revenue, geographic expansion, customer channel expansion, and new product development. Individual goals may include succession planning for key roles, improved workplace safety, improved leadership inclusion and diversity, and validation of program efficacy through external recognition.
We also believe it is important to embed compliance and risk management in all our business processes, including objective setting. The framework adopted by the Committee considers compliance and risk management objectives in evaluating overall performance.
Environmental, Social & Governance Goals
Our stockholders have expressed heightened interest in and appreciation of our sustainability programs and achievements, as well as our investments in building an inclusive and diverse culture. In response to stockholder 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 Committee’s assessment of the CEO’s and NEOs’ annual performance and compensation decisions.
| | | | | |
| CATEGORY | OBJECTIVE |
| |
| |
| Safety | Year-over-year improvement in safety performance. |
| |
| Sustainability | Greenhouse gas emissions (“GHG”): Continue to reduce GHG year-over-year in support of our 2030 sustainability goal of 50% reduction. Waste to Landfill: Continue to reduce waste to landfill in support of our 2030 sustainability goal of zero waste to landfill. |
| |
| Inclusion & Diversity (I&D) | Inclusion: Advance our culture of appreciation through programs and initiatives that help ensure a bias-free employee experience. Diversity: Increase women and people of color in leadership roles in support of our 2030 sustainability goals of 35% female representation (globally) and 22% people of color representation (United States only). |
CEO PERFORMANCE ASSESSMENT
In December of each year, the CEO prepares a self-review, discussing the progress made toward each of his individual goals, as well as the Company’s overall financial and operating performance. Each
non-management director participates in an evaluation of CEO performance. The Lead Independent Director, in conjunction with the Compensation Committee Chair, led the Board’s assessment of Mr. Chambers’ performance
for 2021 as CEO. The following table summarizes Mr. Chambers’ goals and achievements for
2021:2023: | | | | | | | | | | | |
| OBJECTIVE | | RESULT | | RESULT
| | | |
| | | |
| Environmental, Social, Governance (ESG) | |
Deliver continuous improvement in safety performance. Make progress with our 2030 sustainability goals, including environmental impact of our greenhouse gas emissions and waste to landfill. Advance our progress on diversity in leadership. Fosterleadership while focusing on a culture of appreciation and belonging through fostering an inclusive and diverse environment.
| | Achieved year-over-year reductionDelivered world class safety performance levels with improvements in injury count and recordable incident rate. Continued to make progress on the rate of recordable safety incidents. Achieved organizational milestones in both GHGCompany’s 2030 sustainability goals, including significantly reducing greenhouse gas emissions and waste-to-landfill. Increased the proportionwaste to landfill from 2022. Continued advancements in ensuring a culture of womenappreciation and people of color in leadership roles, and continued to invest in inclusive and diverse development programs across the organization.
bias-free employee experience. |
| | | |
| Financial Performance |
Deliver adjusted EBIT and top line growth consistent with the internal business plan, market opportunities, and investor expectations for earnings, return on capital, and cash flow. Demonstrate operational flexibility and strong operating margins. | | Delivered record revenue, record adjusted EBIT and double-digithigh teen adjusted EBIT margins. Maximized company performance by successfully navigating inflationary pressures, supply chain disruptions,Demonstrated operational flexibility to deliver strong financial results amidst mixed market conditions. Recognized positive price/cost mix and a dynamichigher productivity while overcoming inflation and continued labor market. shortages. |
| | | |
| Balance Sheet |
Deliver 100% free cash flow conversion as a percentage of adjusted net income, through strong management of working capital and capital expenditures. Execute capital allocation strategy that provides liquidity, maintains an investment-grade credit rating, and maintains our cash flow commitments to shareholdersstockholders over the long term. | | Exceeded free cash flow conversion objectiveContinued focus on managing working capital and capital expenditure investments in 20212023. Returned $812 million to stockholders through dividends and returned significant cash to shareholders through share repurchases and dividends.repurchases. Increased dividend to shareholdersstockholders by 35% going into 2022 as a result of a strong long-termapproximately 50% based on long term cash flow outlook. Maintained balance sheet flexibility to invest in growth opportunities consistent with enterprise strategy.
|
| | | |
| Enterprise Strategy |
DevelopTranslate strategy execution into value recognition for the enterprise. Continue to build acquisition capabilities and communicate a long-termpipeline to support vision and strategy for the enterprise, to guide investment decisions that will deliver long-term financial objectives and drive shareholderstockholder value creation.
| | With Board guidanceOn track to deliver 3-year financial objectives outlined in 2021. Built new capabilities to support enterprise strategy. Made progress towards structural changes commercially and shareholder feedback, developedoperationally to improve the company’s growth and broadly communicated an expanded enterprise visionperformance. Continued to build-out acquisition pipeline as well as evaluation and strategy. Completed vliepa GmbH acquisition within the Composites business and developed a strong, actionable pipeline of investment opportunities.
integration capabilities to support Enterprise Strategy. |
| | | |
| Talent |
Execute on talent development and succession plans. Expand I&D goals to all senior people leaders mentoring/sponsoring high performing leaders, and engage the Board on I&D progress. | | Consistent with enterprise strategy, expanded seniorReduced voluntary turnover for global leadership team to include Chief Research & Development Officer. Leveraged deep succession planning to respond toroles despite dynamic labor market activity, supplementing with strategic external hires consistent withmarket. Successfully transitioned several executive leadership diversity objectives.
roles, including CFO and Insulation President. Implemented I&D objectives for all Vice President level employees. |
| | | |
| Board Leadership |
Enable Board alignment with key operational, strategic, talent and ESG initiatives, while ensuring strong governance and oversight. Recruit and onboard high quality, diverse board members. | | Aligned a highly engaged Board withboard on the long-termkey strategic, operational, and governance issues. Continued to leverage external experts to provide market and operational benchmarking relating to the company’s enterprise vision, strategy, valuation, and execution framework. Increased Board diversity by onboarding a new Board member. Successfully transitioned Lead Independent DirectorGovernance. Leveraged Lincoln Electric Holdings, Inc. (Nasdaq: LECO) board experience to expand perspective and Finance Committee Chair roles. help ensure strong governance practices. |
DETAILS REGARDING
20212023 PAY DECISIONS FOR NAMED EXECUTIVE OFFICERS
In this section, we review and explain the specific
20212023 compensation decisions for each of our NEOs.
For
2021,2023, CIP funding for corporate performance was based upon adjusted EBIT. The performance criteria were set by the Committee in February
2021 and were not adjusted due to the pandemic. Target2023 with target performance
for the consolidated metric was set at
$880 million for 2021, which represents an improvement over actual 2020 adjusted EBIT of $878$1,280 million.
2021 EBIT targets were set in an uncertain environment, with anticipation of inflation and supply chain disruptions due to the ongoing COVID-19 pandemic. The funding targets and outcomes were as follows (dollars displayed in millions):
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| CIP METRIC | | THRESHOLD (50% FUNDING) | | | TARGET (100% FUNDING) | | | MAXIMUM (200% FUNDING) | | | 2021 ACTUAL | | | FUNDING | | | WEIGHT | |
| | | | | | |
Consolidated Adjusted EBIT | | $ | 690 | | | $ | 880 | | | $ | 970 | | | $ | 1,415 | | | | 200 | % | | | 40 | % |
| | | | | | |
Composites EBIT | | $ | 160 | | | $ | 210 | | | $ | 240 | | | $ | 376 | | | | 200 | % | | | 20 | % |
| | | | | | |
Insulation EBIT | | $ | 215 | | | $ | 275 | | | $ | 300 | | | $ | 446 | | | | 200 | % | | | 20 | % |
| | | | | | |
Roofing EBIT | | $ | 435 | | | $ | 540 | | | $ | 595 | | | $ | 753 | | | | 200 | % | | | 20 | % |
| | | | | |
| | | | | | | | | | | TOTAL FUNDING | | | | 200 | % | | | | |
The NEOs’ awards
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| CIP METRIC | THRESHOLD
(0% FUNDING) | GATE 1
(50% FUNDING) | TARGET
(100% FUNDING) | MAXIMUM
(200% FUNDING) | 2023 ACTUAL | FUNDING | WEIGHT | |
| | | | | | | | |
| Consolidated Adjusted EBIT | $ | 896 | | $ | 1,024 | | $ | 1,280 | | $ | 1,800 | | $ | 1,805 | | 200% | 40 | % | |
| Roofing EBIT | $ | 476 | | $ | 544 | | $ | 680 | | $ | 956 | | $ | 1,174 | | 200% | 20 | % | |
| Insulation EBIT | $ | 329 | | $ | 376 | | $ | 470 | | $ | 661 | | $ | 619 | | 178% | 20 | % | |
| Composites EBIT | $ | 231 | | $ | 264 | | $ | 330 | | $ | 464 | | $ | 242 | | 17% | 20 | % | |
| | | | TOTAL FUNDING | 159 | % | | |
Each NEO’s opportunity for the individual performance component (weighted at 25%) of the CIP
areis described
below and arebelow. Each NEO's opportunity was subject to
downward discretion by the Committee based upon its assessment of the individual performance of each NEO for
2021.2023. As described below, the factors considered in assessing individual performance were: the performance of business or functional areas for which the individual is accountable, achievement of predetermined qualitative goals, impact on the organization, and talent development.
Individual performance is based on a discretionary holistic assessment of the NEO’s overall performance. The Committee determined the CEO’s individual award based upon its assessment of his performance during
2021.2023. For the other NEOs, the assessment was made by the CEO for each NEO on an individual basis and reviewed and approved by the Committee in its discretion. When assessing individual performance, the considerations by the CEO and the Committee included those referenced above when determining base salary, as well as a comparison among the NEOs to determine their relative contributions to the Company’s business results, with the goal to differentiate awards based on performance. The Committee received recommendations from the CEO, assessed his performance evaluation for each of the other NEOs and applied its judgment consistent with the factors described above to review and approve the CIP payouts for each NEO for
2021.2023. The table below summarizes each NEO’s
award against their maximum
payout opportunity
and actual funding under the corporate and individual components pay under the CIP for
2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | CORPORATE PERFORMANCE (75% WEIGHTING) | | INDIVIDUAL PERFORMANCE (25% WEIGHTING) |
| | | TARGET
CIP | | MAX OPPORTUNITY @ 200% | | ACTUAL FUNDING @ 200% | | MAX OPPORTUNITY @ 200% | | ACTUAL INDIVIDUAL AWARD | | TOTAL 2021 CIP AWARD |
Chambers | | | | 125 | % | | | $ | 2,250,000 | | | | $ | 2,250,000 | | | | $ | 750,000 | | | | $ | 562,500 | | | | $ | 2,812,500 | |
Parks | | | | 75 | % | | | $ | 787,509 | | | | $ | 787,509 | | | | $ | 262,503 | | | | $ | 164,054 | | | | $ | 951,563 | |
Beredo (1) | | | | 75 | % | | | $ | 317,475 | | | | $ | 317,475 | | | | $ | 105,825 | | | | $ | 58,204 | | | | $ | 375,679 | |
Smith | | | | 75 | % | | | $ | 675,000 | | | | $ | 675,000 | | | | $ | 225,000 | | | | $ | 140,625 | | | | $ | 815,625 | |
Sandri | | | | 75 | % | | | $ | 652,501 | | | | $ | 652,501 | | | | $ | 217,500 | | | | $ | 163,124 | | | | $ | 815,625 | |
| (1) | Ms. Beredo’s 2021 CIP opportunity noted in the chart reflects a prorated opportunity calculated from an annual salary of $500,000 and based on the date she joined the Company (June 9, 2021).
|
2023: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | CORPORATE PERFORMANCE
(75% WEIGHTING) | | INDIVIDUAL PERFORMANCE
(25% WEIGHTING) | |
| TARGET CIP | MAX OPPORTUNITY | ACTUAL FUNDING
| | MAX OPPORTUNITY
| ACTUAL INDIVIDUAL
AWARD | TOTAL | |
| | | | | | | | |
| Brian D. Chambers | 140 | % | $ | 2,520,000 | | $ | 2,003,400 | | | $ | 840,000 | | $ | 630,000 | | $ | 2,633,400 | | |
| Todd W. Fister | 75 | % | $ | 723,731 | | $ | 575,366 | | | $ | 241,244 | | $ | 180,932 | | $ | 756,298 | | |
| Kenneth S. Parks | 75 | % | $ | — | | $ | — | | | $ | — | | $ | — | | $ | — | | |
| Marcio A. Sandri | 75 | % | $ | 717,750 | | $ | 570,612 | | | $ | 239,250 | | $ | 149,531 | | $ | 720,143 | | |
| Gunner S. Smith | 75 | % | $ | 708,750 | | $ | 563,456 | | | $ | 236,250 | | $ | 206,719 | | $ | 770,175 | | |
| Gina A. Beredo | 75 | % | $ | 624,375 | | $ | 496,379 | | | $ | 208,125 | | $ | 140,484 | | $ | 636,863 | | |
The value of actual
20212023 annual LTI grants for the NEOs versus prior year grants
(as applicable) are described below. To determine the
20212023 grant levels, the Committee considered a variety of factors including individual performance, prior year awards
(as applicable), market median LTI award levels, total compensation versus market median, and the Company’s year-over-year
improvement in performance from 2020 to 2021.performance. The actual accounting charge for these awards is determined under ASC Topic 718 and may be more or less than the standardized value
Owens Corningthe Company uses internally for grant size determination.
Ms. Beredo was not employed by the Company for 2021 LTI grant. | | | | | | | | | | |
| | | 2020 LTI AWARD | | 2021 LTI AWARD |
Chambers | | | | $ 4,750,000 | | | | | $ 5,500,000 | |
Parks | | | | N/A | | | | | $ 1,850,000 | |
Beredo | | | | N/A | | | | | See below | |
Smith | | | | $ 1,100,000 | | | | | $ 1,100,000 | |
Sandri | | | | $ 1,000,000 | | | | | $ 1,100,000 | |
| | | | | | | | | | | |
| 2022 LTI AWARD | 2023 LTI AWARD |
| | | |
| Brian D. Chambers | $ | 6,120,000 | | $ | 7,000,000 | | |
| Todd W. Fister | $ | 1,100,000 | | $ | 1,300,000 | | |
| Kenneth S. Parks | $ | 1,848,000 | | $ | 1,903,440 | | |
| Marcio A. Sandri | $ | 1,200,000 | | $ | 1,300,000 | | |
| Gunner S. Smith | $ | 1,100,000 | | $ | 1,300,000 | | |
| Gina A. Beredo | $ | 900,000 | | $ | 1,000,000 | | |
For the 2019-20212021-2023 LTI performance cycle, funding criteria for the performance share unitsPSUs were based on the Company’s: (1) adjusted Return on Capital (ROC) performance, and (2) Total Shareholder Return relative to constituents of the Dow Jones Construction and Materials Index. Owens Corning’sIndex, and (3) adjusted Free Cash Flow Conversion (FCFC).
With regard to the 2021-2023 Total Shareholder Return metric, the scaled payout opportunities for percentile performance matched the design described above for the 2023-2025 TSR PRSUs. In terms of actual results, the Company’s stock performed at the 88th percentile versus companies in the index, resulting in 200% funding.
The Company’s 2021-2023 adjusted Return on Capital awards utilized the following payout structure:0% funding was provided for below threshold performance; threshold performance resulted in 50% funding; target performance resulted in 100% funding; maximum performance resulted in 200% funding; and payouts were to be interpolated on a straight-line mathematical basis for performance between threshold and target or between target and maximum levels. Actual performance resulted in a payout of 119%200% of target. Specifically, for 2019, 2020, and 2021,the Company’s adjusted ROC performance for 2021, 2022, and 2023 was 9.5%17.9%, 10.6%23.3%, and 17.9%23.0%, respectively, against athe threshold of 7.5% and a, the target of 12.0%10.0% and athe maximum of 14.0%12.5%.
The Company’s 2021-2023 adjusted Free Cash Flow Conversion awards utilized the following payout structure:0% funding was provided for below threshold performance; threshold performance resulted in 50% funding; target performance resulted in 100% funding; maximum performance resulted in 200% funding; and payouts were to be interpolated on a straight-line mathematical basis for performance between threshold and target or between target and maximum levels.Actual performance resulted in a payout of 156% of target. Specifically, the Company’s adjusted FCFC performance for 2021, 2022, and 2023 was 112%, 107.9%, and 94.0%, respectively, against the threshold of 75%, the target of 100% and the maximum of 110%.
As noted above,
adjusted Return on Capital reflectsROC and FCFC performance may reflect adjustments for material transactions, accruals, or charges as approved by the
Committee. With regard to the Total Shareholder Return metric, Owens Corning’s stock performed at the 39th percentile versus companiesCommittee, and thus may differ from our return on capital and free cash flow conversion discussed in
the Index, resulting in 56% funding.our financial statements and other public disclosures. The value of the
2019-20212021-2023 LTI grant
payouts is included
below in the
2021“2023 Option Exercises and Stock Vested Table.
Mr. Parks and Ms. Beredo were not employed by the Company in 2019, and therefore were not eligible to participate in this grant cycle.GENERAL COUNSEL COMPENSATION
”
SPECIAL GRANTS IN 2023
In connection with herhis appointment as CFO, Mr. Fister received an appointment grant of RSUs having an aggregate grant date value of $350,000, which will vest on September 15, 2026. In addition to General Counsel, Ms. Beredo’s compensation was determined by the Committee in consideration of market median compensation, her experience and tenure, and internal equity. Herhis appointment grant, Mr. Fister’s base salary was set at $500,000increased to $675,000 per year, and herhis target annual incentive opportunity was setfor 2023 remained at 75% of base salary. Ms. Beredo’s annual incentive opportunity for 2021 has been prorated according
Consistent with the Committee’s philosophy to
her time in role. Ms. Beredo receivedalign executive compensation with and enhance long-term stockholder value, on December 20, 2023, the Committee approved an
appointmentequity award of RSUs having an aggregate grant
date value of
$1.5$1.0 million
in restricted stock units and $0.5 million in performance share units, both of which(the "Retention Award") to Gunner Smith, President, Roofing, under the Owens Corning 2023 Stock Plan. The Retention Award will vest on
June 9, 2024, three years from her hire date. The performance share units will fund based onDecember 20, 2026, subject to Mr. Smith’s continued service with the
performance criteria set byCompany during the
Compensationthree-year vesting period. In granting the Retention Award, the Committee
considered multiple factors, including Mr. Smith’s sustained leadership of the
BoardCompany’s Roofing business, which achieved record revenue, margin, and EBIT for
2021 LTI awards,2023 through significantly improved operational efficiency and productivity, helping to create meaningful stockholder value. Because of this performance under Mr. Smith’s leadership, the Retention Award was intended to (i) ensure leadership continuity in support of the execution of the Company’s strategic plan; (ii) promote and ensure retention in a highly competitive environment for senior executives with Mr. Smith’s skills, experience, and track record of strong performance as
granteddemonstrated by his contributions to
other NEOs in 2021. Ms. Beredo also received a cash employment bonusthe Company’s financial performance, strategy, organizational leadership and execution of
$100,000.major initiatives; and (iii) further strengthen the alignment between compensation and long-term value creation for the benefit of stockholders.
CEO AND OTHER NEO TOTAL DIRECT COMPENSATION DECISIONS The following tables summarize the Committee’s decisions for the
20212023 performance year. Unlike the
20212023 Summary Compensation Table, which includes the long-term incentive awards granted in calendar year
2021,2023, Total Direct Compensation shown in the following table instead includes long-term incentive awards granted in February
2022,2024, which
reflectsreflect an assessment of
20212023 performance. This table should not be viewed as a replacement for the
20212023 Summary Compensation Table or other compensation tables set forth below, as details of
20222024 long-term incentive awards are not material to understanding compensation that was delivered in
2021.2023.
Brian D. Chambers, Chair President and Chief Executive Officer | | | | | |
| COMPENSATION ELEMENT | | | | 2023 |
| COMPENSATION ELEMENT
| 2021
| |
20212023 Base Salary
| $ | $
1,200,000 | | 1,200,000
|
20212023 Annual Incentive
| $ | $
2,633,400 | | 2,812,500
|
20222024 Grant of Restricted Stock Units
Units(1) | $ | $
3,000,000 | | 2,448,000
|
20222024 Grant of Performance Share Units
| $ | $
4,500,000 | | 3,672,000
|
TOTAL DIRECT COMPENSATION | $ | $
11,333,400 | | 10,132,500
|
20212023 Other NEO Total Direct Compensation
| | | | | | | | | | | | | | | | | | | | |
COMPENSATION ELEMENT | | PARKS | | BEREDO (1) | | SMITH | | SANDRI |
2021 Base Salary | | | $ | 700,008 | | | | $ | 500,000 | | | | $ | 600,000 | | | | $ | 580,000 | |
2021 Annual Incentive | | | $ | 951,563 | | | | $ | 375,679 | | | | $ | 815,625 | | | | $ | 815,625 | |
2022 Grant of Restricted Stock Units | | | $ | 739,200 | | | | $ | 360,000 | | | | $ | 440,000 | | | | $ | 480,000 | |
2022 Grant of Performance Share Units | | | $ | 1,108,800 | | | | $ | 540,000 | | | | $ | 660,000 | | | | $ | 720,000 | |
TOTAL DIRECT COMPENSATION | | | $ | 3,499,571 | | | | $ | 1,775,679 | | | | $ | 2,515,625 | | | | $ | 2,595,625 | |
| (1) | This reflects Ms. Beredo’s annualized salary. Her actual salary was prorated from her date of hire.
|
Kenneth S. Parks,
| | | | | | | | | | | | | | | | | |
| COMPENSATION ELEMENT | TODD W. FISTER(2) | KENNETH S. PARKS | MARCIO A. SANDRI | GUNNER S. SMITH | GINA A. BEREDO |
| | | | | |
| 2023 Base Salary | $ | 675,000 | | $ | 742,000 | | $ | 638,000 | | $ | 630,000 | | $ | 555,000 | |
| 2023 Annual Incentive | $ | 756,298 | | $ | — | | $ | 720,143 | | $ | 770,175 | | $ | 636,863 | |
| 2024 Grant of Restricted Stock Units(1) | $ | 640,000 | | $ | — | | $ | 1,300,000 | | $ | 520,000 | | $ | 480,000 | |
| 2024 Grant of Performance Share Units | $ | 960,000 | | $ | — | | $ | — | | $ | 780,000 | | $ | 720,000 | |
| TOTAL DIRECT COMPENSATION | $ | 3,031,298 | | $ | 742,000 | | $ | 2,658,143 | | $ | 2,700,175 | | $ | 2,391,863 | |
(1)RSUs granted in 2024 will move to a three-year ratable vest schedule, with one-third of the grant vesting each year, starting on the first anniversary of the grant date.
(2)Base salary increased from $630,000 to $675,000 upon appointment to CFO role on September 15, 2023.
Todd W. Fister, Executive Vice President, Chief Financial Officer
(Former President, Insulation)
Key
20212023 measurement criteria for Mr.
ParksFister as Executive Vice President, Chief Financial Officer included:
Effective capital allocation•Progress against ESG goals of safety, sustainability, and access to capital markets;
inclusion and diversity;•Balance sheet management, capital adequacy, free cash flow conversion, forecasting, and external guidance;
•Effective financial controls and systems;
•Successful identification and execution of organic and inorganic growth opportunities;
and•Development of strong relationships with external constituents (investors, analysts, bankers, rating agencies, advisors);.
Key 2023 measurement criteria for Mr. Fister as President, Insulation included:
•Progress against ESG goals of safety, sustainability, and
Talent development, inclusion and diversity,diversity;
•Deliver financial results for the Insulation business;
•Drive major innovation initiatives;
•Improve operating efficiency and network optimization; and
•Talent development, retention, and succession management.
As a result of his assessment of Mr. Park’sFister’s performance, Mr. Chambers recommended the Committee approve a payout of 181%157% of Target under the annual CIP for him. This is comprised of 200%159% funding for the corporate component of the award opportunity and 150% funding of the individual component. The Committee approved this award of $756,298. In addition, the Committee approved an aggregate long-term incentive award of $1,600,000, granted in February 2024.
Kenneth S. Parks, Former Executive Vice President, Chief Financial Officer
Key 2023 measurement criteria for Mr. Parks included:
•Progress against ESG goals of safety, sustainability, and inclusion and diversity;
•Effective capital allocation and access to capital markets;
•Balance sheet management, capital adequacy, free cash flow conversion, forecasting, and external guidance;
•Effective financial controls and systems;
•Successful identification and execution of organic and inorganic growth opportunities; and
•Development of strong relationships with external constituents (investors, analysts, bankers, rating agencies, advisors).
Mr. Parks left the Company in September 2023.As a result of his departure, Mr. Parks received no payout for the annual CIP and received no aggregate long-term incentive award in February 2024.
Marcio A. Sandri, President, Composites
Key 2023 measurement criteria for Mr. Sandri included:
•Progress against ESG goals of safety, sustainability, and inclusion and diversity;
•Deliver financial results for the Composites business;
•Accelerate product and process innovation;
•Improve manufacturing performance and productivity;
•Execute strategy to pivot the Composites business through acquisitions and divestitures; and
•Talent development, retention, and succession management.
As a result of his assessment of Mr. Sandri’s performance, Mr. Chambers recommended the Committee approve a payout of 150% of Target under the annual CIP for him. This is comprised of 159% funding for the corporate component of the award opportunity and 125% funding of the individual component. The Committee approved this award of
$951,563.$720,143. In addition, the Committee approved an aggregate long-term incentive award of
$1,848,000,$1,300,000, granted in February
2022.2024.
Gunner S. Smith, President, Roofing
Key 2023 measurement criteria for Mr. Smith included:
•Progress against ESG goals of safety, sustainability, and inclusion and diversity;
•Deliver financial results for the Roofing business;
•Increase market share through strategic initiatives;
•Improve manufacturing performance and productivity; and
•Talent development, retention, and succession management.
As a result of his assessment of Mr. Smith’s performance, Mr. Chambers recommended the Committee approve a payout of 163% of Target under the annual CIP for him. This is comprised of 159% funding for the corporate component of the award opportunity and 175% funding of the individual component. The Committee approved this award of $770,175. In addition, the Committee approved an aggregate long-term incentive award of $1,300,000, granted in February 2024.
Gina A. Beredo, Executive Vice President, General Counsel and
Corporate Secretary
Key
20212023 measurement criteria for Ms. Beredo included:
Successful onboarding and assimilation into General Counsel role including building strong relationships with the senior leadership team and board•Progress against ESG goals of directors;
Enable successful execution of strategic growth initiativessafety, sustainability, and manage enterprise risk as a trusted business partner;
Successful execution of intellectual property strategies and protections;
Talent development, inclusion and diversity,diversity;
•Strengthen the Company’s governance profile;
•Drive enterprise value through key initiatives in Legal, Corporate Affairs, and Government Affairs;
•Provide M&A support to the enterprise; and
•Talent development, retention, and succession management;management.
Maintain a strong ethical and compliance-focused corporate culture; and
Partner with government officials to support key policy initiatives with Government Affairs team.
As a result of his assessment of Ms. Beredo’s performance, Mr. Chambers recommended the Committee approve a payout of 178%153% of Target under the annual CIP for her. This is comprised of 200%159% funding for the corporate component of the award opportunity and 110% funding of the individual component. Ms. Beredo’s CIP payout is prorated based on the date she joined the Company. The Committee approved this award of $375,679. In addition, the Committee approved an aggregate long-term incentive award of $900,000, granted in February 2022.
Daniel T. Smith, Executive Vice President, Chief Growth Officer
Key 2021 measurement criteria for Mr. Smith included:
Lead the enterprise strategy for the organization and partner with the senior leadership team on its execution;
Growth management system design, resourcing, and execution;
Digital and advanced manufacturing technology strategy design, resourcing, and execution; and
Talent development, inclusion and diversity, retention, and succession management.
As a result of his assessment of Mr. Smith’s performance, Mr. Chambers recommended the Committee approve a payout of 181% of Target under the annual CIP for him. This is comprised of 200% funding for the corporate component of the award opportunity and 125%135% funding of the individual component. The Committee approved this award of $815,625. In addition, the Committee approved an aggregate long-term incentive award of $1,100,000, granted in February 2022.
Marcio A. Sandri, President, Composites
Key 2021 measurement criteria for Mr. Sandri included:
Improvement in safety performance for the Composites business;
Deliver financial results for the Composites business;
Talent development, inclusion and diversity, retention and succession management;
Manufacturing excellence; and
Execution of commercial growth initiatives.
As a result of his assessment of Mr. Sandri’s performance, Mr. Chambers recommended the Committee approve a 187% payout under the annual CIP for him. This is comprised of 200% funding for the corporate component of the award opportunity and 150% funding of the individual component. The Committee approved this award of $815,625.$636,863. In addition, the Committee approved an aggregate long-term incentive award of $1,200,000, granted in February 2022.
2024.
ADDITIONAL COMPENSATION PRACTICES STOCK OWNERSHIP GUIDELINES AND HOLDING REQUIREMENTS
Stock ownership guidelines for our officers and directors are designed to closely link their interests with those of our
shareholders.stockholders. These stock ownership guidelines provide that the CEO must own stock with a value of six times his base salary and each other
continuing NEO must own stock with a value of three times his or her base salary. As of the date of this Proxy Statement, all
continuing NEOs hold stock in excess of the applicable ownership
guidelines, with the exception of Ms. Beredo, who was hired in 2021.guidelines. Outside directors are required to own shares with a value of five times the maximum annual cash retainer. All outside
Directors with more than three years of tenure on the Boarddirectors hold stock in excess of the ownership guidelines applicable to our directors.
Owens CorningThe Company does not have a specific
period of time
forin which executives
or directors tomust meet their stock ownership requirements; however, executives
are required to hold all shares of stock (on a net, after-tax basis) that have been granted by the Company until ownership requirements are met. Executives are also not required to purchase stock to satisfy their ownership requirements. All shares granted by the Company (including shares underlying unvested RSUs and
directorsvested but deferred stock, but not including shares underlying unvested PSUs) are counted toward satisfaction of the stock ownership requirement. Directors are required to meet the holding requirement within five years of joining the Board and are required to hold all stock until ownership requirements are met. For further details on actual ownership, please refer to the
Security“Security Ownership of
Certain Beneficial OwnersExecutive Officers and
ManagementDirectors” table provided earlier in this Proxy Statement.
COMPENSATION-BASED RISK ASSESSMENT The Committee believes that although the majority of compensation provided to the NEOs is performance-based, our compensation programs for all employees do not encourage behaviors that pose a material risk to the Company. The design of our employee compensation programs encourages balanced focus on both the short-term and the long-term operational and financial goals of the Company. The Company reviewed the risks associated with its global compensation program and reviewed the results with the Committee during
2021.2023. As a result, the Committee continues to believe that there are no risks arising from employee compensation programs that are reasonably likely to have a material adverse effect on the Company.
The Company does not have any program, plan, or practice to time equity grants in coordination with the release of material,
non-public information. Annual awards of
restricted stock unitsRSUs and
performance share unitsPSUs are granted on the date of the Committee’s
annual first quarterFebruary meeting. The Company may also grant equity awards to newly-hired or promoted executives, effective on the start or promotion date.
The
Compensation Committee reviews its perquisites policy and determines perquisites annually. In 2023, the Company provided, at modest expense, annual health physicals for our executive officers. We provide this benefit to help preserve our investment in our NEOs
participateby encouraging them to maintain healthy lifestyles and to be proactive in
their preventative healthcare. In addition, in 2023, spouses or guests of NEOs could travel, on a space available basis, on the
same health care and other employee benefit programsCompany’s corporate aircraft when already being used for business trips. Such travel had limited or no incremental cost to the Company. On such occasions, the NEO was subject to imputed income at the applicable Standard Industrial Fare Level rates for any personal passengers attributable to him or her on that
are generally availableflight. Except for
all salaried employees.the CEO, in instances where a spouse or guest of a NEO accompanied the NEO on business travel, specifically at the request of the Company, the Company provided a tax gross up on the imputed income attributed to the spouse or guest’s travel. The Company does not provide tax gross-ups for the travel of the CEO’s spouse. The Committee
approved Mr. Chamber’s use of the Company’s corporate aircraft to attend Lincoln Electric Holdings, Inc. board meetings. While the CEO’s use of the corporate aircraft to attend an outside public company’s board meetings is disclosed as a perquisite under SEC rules, the Committee believes such use of corporate aircraft by the CEO serves an appropriate purpose and has
eliminated executive perquisites.approved that use. After considering the associated efficiencies of, and the relative safety and security provided in connection with Mr. Chambers' use of the Company's corporate aircraft for this purpose, (as well as the increased effectiveness of Mr. Chambers as the Company’s CEO resulting from his participation on the Lincoln Electric board), the Committee approved Mr. Chambers’ personal use of the corporate aircraft to attend Lincoln Electric board meetings.
DEFERRED COMPENSATION PLAN The Company maintains a nonqualified deferred compensation plan under which certain employees, including the NEOs, are permitted to defer receipt of some or all of their base salary and cash incentive awards under the CIP. Deferred amounts are credited with earnings or losses based on the rate of return of specified mutual funds and/or
Owens CorningCompany stock. The deferred compensation plan is not funded, and participants have an unsecured commitment from the Company to pay the amounts due under the plan. When such payments become distributable, the cash will be distributed from general assets.
The Company also provides a 401(k) restoration match to restore benefits that are limited in the qualified 401(k) Savings Plan due to IRS rules. The benefit is calculated as the Company contribution the employee would have received absent IRS pay limits and nonqualified deferrals, less the actual Company contribution to the 401(k) Savings Plan. Eligible participants must be employed at the end of the calendar year to receive this benefit, which is added to unfunded deferred compensation accounts annually and administered to comply with Section 409A of the Internal Revenue Code.
In addition, certain employees, including NEOs, may voluntarily defer receipt of some or all of their stock-based awards granted under the LTI program.
We provide the opportunity to defer compensation in an effort to maximize the tax efficiency of our compensation program. We believe that this benefit, along with the 401(k) restoration match, is an important retention and recruitment tool as many of the companies with which we compete for executive talent provide similar plans to their executive employees.
POST-TERMINATION COMPENSATION We have entered into severance agreements with our
Vice Presidents, including the NEOs. TheseNEOs and these agreements were approved by the Committee. The severance agreements were adopted for the purpose of providing for payments and other benefits if the officer’s employment terminates for a qualifying event or circumstance, such as being terminated without cause
as(as this term is defined in the severance
agreements.agreements). We believe that these agreements are important to recruiting and retaining our officers, as many of the companies with which we compete for executive talent have similar agreements in place for their executive employees. Based on practices among peer companies and consistent with the interests and needs of the Company, the Committee determined an appropriate level of severance payments and the circumstances that should trigger such payments. Therefore, the severance agreements with the NEOs provide, under certain termination scenarios, up to two years of pay and benefits. The severance agreements provide for payments upon a change in control only if the individual is also terminated for reasons other than cause in connection with the change in control. Payments under the severance agreements are made in cash and are paid in the same manner as the regular payroll over a
24-month period. Health care coverage provided under the severance agreements is provided in kind. Additional specific information regarding potential payments under these severance agreements is found under the heading, “Potential Payments upon Termination or
Change-in-Control.”TAX DEDUCTIBILITY OF PAY
Section 162(m) The “Payments Upon Termination or Change-In-Control Table” also includes specific information regarding the treatment of the Internal Revenue Code of 1986, as amended (the “Tax Code”), generally places a limit of $1 million on the amount of compensation we may deduct in any one year with respect to any covered employeeequity grants under Section 162(m).
The Committee retains the flexibility to award compensation that is consistent with our objectives and philosophy even if it does not qualify for a tax deduction. The Committee believes that the tax deduction limitation should not compromise our ability to design and maintain executive compensation arrangements that will attract and retain executive talent.
various scenarios.
DISCLOSURE OF SPECIFIC INCENTIVE TARGETS
With respect to both the CIP and LTI, detail on the specific financial performance targets under these criteria for performance periods completed during the reporting period has been disclosed above. However, certain performance targets for ongoing and future performance periods may not be disclosed because they are substantially based on the prospective strategic plans and corporate objectives of the Company, and disclosure of these prospective specific performance targets is not material to an understanding of our NEO compensation for 2021.2023. Such performance goals do not have a material impact on the compensation actually received in, or attributable to, the 20212023 reported period. As described above, and as evidenced by the targets and outcomes described for the completed performance periods for the incentive compensation plans, the performance targets selected have a degree of difficulty which the Committee considers to be challenging but achievable. The Committee establishes the goals at the beginning of the performance period at levels that reflect our internal, confidential operations plan. These goals are within the ranges of what we have publicly disclosed for completed performance periods, and accordinglygenerally require a high level of financial performance in the context of the current business climate and over the performance periods to be achieved.
COMPENSATION GOVERNANCE PRACTICES
We consider it to be good governance to monitor the evolution of compensation best practices. Some of the most important practices incorporated into our program include the following: | | | | | |
| WHAT WE DO |
ü | Review of Pay versus
Performance | | for Performance. The Committee continuallyregularly reviews the relationship between compensation and Company performance. |
| |
| ü | Median Compensation
Targets | | Targets.All compensation elements for our executives are initially targeted at the median of our competitive marketplace for talent and positioned within a reasonable range based on actual experience and performance. |
| |
| ü | Performance Metrics | | Metrics.The Committee annually reviews performance goals for our annual and long-term incentive plans to assure the use of challenging, but fair metrics and targets. Additionally, the Committee reviews the cost of our plans at various performance levels to help ensure that shareholdersstockholders are appropriately benefiting from performance outcomes. |
| |
| ü | Clawbacks. As previewed in the Company’s 2023 proxy statement, in 2023, the Company adopted a new executive compensation Clawback Policy to comply with final SEC and NYSE clawback rules. Under the Clawback Policy, in the event the Company is required to prepare an accounting restatement of Compensation | | If the BoardCompany’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws (an “Accounting Restatement”), the Company will promptly recoup any erroneously awarded compensation received by each current or former executive officer covered by the Clawback Policy during an applicable three-year recovery period. “Erroneously awarded compensation” for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is in general limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. The Committee will determine, in its sole discretion, the timing and method for recouping such erroneously awarded compensation. In general, the Company may utilize a broad range of recoupment methods under the Clawback Policy, but recovery under the Clawback Policy may be foregone under limited, specific circumstances as described in the Clawback Policy (where recovery would be impracticable because the third-party direct expense of recovery exceeds the amount to be recovered, recovery would violate certain identified laws, or recovery would cause an otherwise tax-qualified, broad-based plan to fail to continue to so qualify). Operation of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such erroneously awarded compensation. Current executive officers covered by the Clawback Policy will be expected to acknowledge being subject to the Clawback Policy.
In addition, when the Clawback Policy was adopted in 2023, the Company also adopted a new Supplemental Clawback Policy for good governance purposes. The Supplemental Clawback Policy is administered by the Company’s executive management. Under the Supplemental Clawback Policy, in the event the Company is required to prepare an Accounting Restatement and executive management determines that an Executive Officer has engaged in fraud, willful misconduct, a violation of Company policy,any salaried employee’s error or an error was committed, thatomission caused or otherwise contributed to the needAccounting Restatement, the executive management may determine that the Company is entitled to recoup any erroneously awarded compensation received by such employee during an applicable three-year recovery period (except that, for a material restatementpurpose of the Company’s financial results,Supplemental Clawback Policy, such recovery does not need to be conducted without regard to any taxes paid). Further, if the Committee will review all performance-based compensation, including cash incentive awards and all forms of equity-based compensation, awarded to or earned by Executive Officers during the respective fiscal periods affected by the restatement. If the Committeeexecutive management determines that performance-basedan executive officer has engaged in Detrimental Conduct, the executive management, in its sole discretion, may recoup all or part of such employee’s bonus, commission, equity-based or other incentive compensation would have been materially lower if it had been based onvested or paid during three years prior to the restated results, the Committee may seek recoupment from Executive Officers as it deems appropriate based on a considerationcommencement of the factsDetrimental Conduct, and circumstancesmay cancel all or part of such employee’s unvested or unpaid bonus, commission, equity-based or other incentive compensation. “Detrimental Conduct” generally means such employee’s fraud, willful misconduct, dishonesty, violation of Company or affiliate policy, commission of certain criminal acts, conduct in violation of federal or other applicable securities laws, gross negligence or willful misconduct in a supervisory or risk management capacity, or breach of material obligation to the Company or its affiliates. The executive management will determine in its sole discretion whether or not any salaried employee has engaged in Detrimental Conduct and applicable lawsthe amount or value to be reimbursed or forfeited under the Supplemental Clawback Policy. In general, the Company may utilize a broad range of recoupment methods under the Supplemental Clawback Policy, and policies.recovery under the Supplemental Clawback Policy is subject to substantial executive management discretion and judgment, as described in the Clawback Policy. |
| |
| ü | Meaningful Stock Ownership
Guidelines | | Guidelines.Our stock ownership requirements are rigorous: six times base salary for the CEO, three times base salary for other continuing NEOs, and five times maximum annual cash retainer for Board members. |
| No Hedging
|
| ü | | Owens Corning has adopted
Review of Compensation Peer Group. Our compensation peer group is reviewed regularly by the Committee and adjusted, when necessary, to help ensure that its composition remains a “Policy Prohibiting Hedging or Pledging Owens Corning Securities.” Pursuant to this Policy, non-employee directors, officers, company insidersrelevant and all other employees who hold Owens Corning common stock as a result of their participation in the Owens Corning Stock Plan are prohibited from engaging in any transaction in which they profit if the value of Owens Corning common stock falls. This includes trading and/or entering into hedging transactions at any time in publicly traded options, puts, calls, straddles, strips or any other securities derived from or relating to Owens Corning securities.appropriate comparison for our executive compensation program. |
| No Pledging
|
| ü | Review of Committee Charter. The Committee reviews its charter annually to consider the incorporation of modern governance practices. |
| |
| ü | Directors
Stockholder Outreach. We regularly solicit feedback from our stockholders on our executive compensation programs and corporate governance, and when applicable, incorporate such feedback into our compensation structure going forward. |
| |
| | | | | |
| ü | Pay Equity. We have a robust pay equity system, which includes multiple processes and controls to help prevent pay equity gaps from occurring. We perform a biennial pay equity review with the assistance of a third-party vendor who utilizes a strong, statistical analysis of pay equity across our global salaried workforce. We promptly remediate all identified and substantiated pay gaps through pay increases. |
| |
| ü | Restrictive Covenants. Our NEOs as well as all officers ofmust adhere to restrictive covenants upon separation from the Company, are prohibited from pledging Company securities as collateral for a loan or holding Company securities in a margin account.including non-compete, non-solicitation and non-disclosure obligations. |
| No Repricing Without Shareholder
Approval
| Stock option exercise prices are set to equal the grant date market price and may not be reduced or replaced with stock options with a lower exercise price without shareholder approval.
|
ü | Market-Competitive Retirement
Programs | | Programs.We eliminated defined benefit pension benefits for U.S. salaried employees hired after January 1, 2010 and froze existing salaried pension benefits to future accruals at the same time. Our NEOs participate in the Company’s 401(k) plan and are eligible for a Company match on amounts in excess of statutory limits. |
| Restrictive Covenants
|
Our NEOs must adhere to restrictive covenants upon separation from Owens Corning, including non-compete, non-solicitation, and non-disclosure obligations.
WHAT WE DON'T DO |
| |
| û | No Hedging; no pledging. Our insider trading policy prohibits trading and/or entering into hedging transactions at any time in publicly traded options, puts, calls, straddles, strips or any other securities derived from or relating to Company securities for all those subject to the policy, which includes all directors, executive officers and employees. The policy also prohibits our directors, executive officers and all other employees from pledging Company securities as collateral for a loan or holding Company securities in a margin account. |
| |
| û | No Excise Tax Gross-Ups | | Gross-Ups.Parachute excise tax reimbursements and gross-ups will not be provided in the event of a change-in-control. |
Review of Compensation Peer
Group
| | Our compensation peer group is reviewed regularly by the Committee and adjusted, when necessary, to ensure that its composition remains a relevant and appropriate comparison for our executive compensation program.
|
Review of Committee Charter
| | The Committee reviews its charter annually to consider the incorporation of best-in-class governance practices.
|
Shareholder Outreach
| | We regularly solicit feedback from our shareholders on our executive compensation programs and corporate governance, and in corporate such feedback into our compensation structure going forward.
|
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis appearing in this Proxy Statement with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form
10-K for the year ended December 31,
2021.2023.
By the Compensation Committee:
Edward F. Lonergan, Chair
John D. Williams
NAMED EXECUTIVE OFFICER COMPENSATION
2021
2023 SUMMARY COMPENSATION TABLE
The following tables provide information on total compensation paid to the Chief Executive Officer,CEO, the Chief Financial OfficerCFO and the namedother NEOs.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NAME AND PRINCIPAL POSITION | YEAR | SALARY
($) | BONUS
($) | STOCK
AWARDS
($)(1) | OPTION AWARDS ($) | NON-
EQUITY
INCENTIVE PLAN
COMPENSATION
($)(2) | CHANGE IN
PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS
($)(3) | ALL OTHER
COMPENSATION
($)(4) | TOTAL
($) |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) |
| | | | | | | | | |
Brian D. Chambers Board Chair and CEO | 2023 | 1,200,000 | | — | 7,111,895 | | — | 2,633,400 | | — | 297,961 | | 11,243,256 | |
| 2022 | 1,200,000 | | — | 6,423,452 | | — | 3,150,000 | | — | 206,402 | | 10,979,854 | |
| 2021 | 1,183,334 | | — | 5,660,783 | | — | 2,812,500 | | — | 125,526 | | 9,782,143 | |
Todd W. Fister Executive Vice President, CFO | 2023 | 636,629 | | — | 1,670,563 | | — | 756,298 | | — | 182,697 | | 3,246,187 | |
| 2022 | 582,500 | | — | 1,154,416 | | — | 829,688 | | — | 61,353 | | 2,627,957 | |
Kenneth S. Parks Former Executive Vice President, CFO | 2023 | 522,083 | | — | 1,933,905 | | — | — | | — | 65,771 | | 2,521,759 | |
| 2022 | 717,501 | | — | 1,939,472 | | — | 980,109 | | — | 49,577 | | 3,686,659 | |
| 2021 | 700,008 | | — | 1,900,853 | | — | 951,563 | | — | 37,487 | | 3,589,911 | |
Marcio A. Sandri President, Composites | 2023 | 634,667 | | — | 1,320,654 | | — | 720,143 | | 3,000 | 103,951 | | 2,782,415 | |
| 2022 | 611,667 | | — | 1,259,351 | | — | 851,681 | | 1,000 | 76,162 | | 2,799,861 | |
| 2021 | 573,334 | | — | 1,127,979 | | — | 815,625 | | 1,000 | 58,035 | | 2,575,973 | |
Gunner S. Smith President, Roofing | 2023 | 623,333 | | — | 2,320,636 | | — | 770,175 | | 2,000 | 116,895 | | 3,833,039 | |
| 2022 | 582,500 | | — | 1,154,416 | | — | 813,094 | | 1,000 | 71,950 | | 2,622,960 | |
| 2021 | 537,500 | | — | 1,023,537 | | — | 756,188 | | — | 44,976 | | 2,362,201 | |
Gina A. Beredo Executive Vice President, General Counsel and Corporate Secretary | 2023 | 549,167 | | — | 1,015,638 | | — | 636,863 | | — | 66,986 | | 2,268,654 | |
| 2022 | 516,667 | | — | 944,365 | | | 711,750 | | — | 24,684 | | 2,197,466 | |
| 2021 | 280,303 | | 100,000 | 2,030,165 | | — | 375,679 | | — | 21,531 | | 2,807,678 | |
(1)The amounts reflected in this column for 2023 relate to RSUs and equity-based PSUs granted under the Owens Corning 2019 Stock Plan and Owens Corning 2023 Stock Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock awards made during the year. PSUs granted during 2023 are reflected in the column, including at the full fair value based on the probable outcome of the applicable performance criteria for the award on the grant date. The grant date values of the PSUs at the maximum possible payout are as follows: Mr. Chambers: $8,623,878; Mr. Fister: $1,601,447; Mr. Parks: $2,345,084; Mr. Sandri: $1,601,447; Mr. Smith: $1,601,447; and Ms. Beredo: $1,231,459. See Note 17 to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K for a discussion of the relevant assumptions made in such valuations. For further information on the 2023 awards, including the maximum potential payout based on the attainment of maximum funding, see the 2023 Grants of Plan-Based Awards Table below.
(2)The amounts reflected in this column for 2023 reflect payouts under the 2023 CIP to each NEO paid in 2024.
(3)The amounts reflected in this column for 2023 consist of the increase in actuarial value of each NEO’s pension benefits in 2023. The total accrued pension value is reflected in the 2023 Pension Benefits Table below. No above-market or preferential earnings on non-qualified deferred compensation are reported in this column.
(4)For 2023, the amounts shown for Mr. Chambers, Mr. Parks, Mr. Sandri, and Ms. Beredo represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan. The amounts shown for Mr. Fister represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan, and an executive officers. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
NAME AND PRINCIPAL POSITION | | YEAR | | | SALARY ($) | | | BONUS ($) | | | STOCK AWARDS ($)(1) | | | NON- EQUITY INCENTIVE
PLAN COMPENSATION ($)(2) | | | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3) | | | ALL OTHER COMPENSATION ($)(4) | | | TOTAL ($) | |
| | | | | | | | |
(a) | | (b) | | | (c) | | | (d) | | | (e) | | | (g) | | | (h) | | | (i) | | | (j) | |
| | | | | | | | |
Brian D. Chambers | | | 2021 | | | | 1,183,334 | | | | — | | | | 5,660,783 | | | | 2,812,500 | | | | — | | | | 125,526 | | | | 9,782,143 | |
| | | | | | | | |
Chair and CEO | | | 2020 | | | | 1,089,167 | | | | — | | | | 4,766,534 | | | | 1,615,625 | | | | — | | | | 78,463 | | | | 7,549,789 | |
| | | | | | | | |
| | | | 2019 | | | | 918,333 | | | | — | | | | 4,385,152 | | | | 698,836 | | | | — | | | | 84,008 | | | | 6,086,329 | |
| | | | | | | | |
Kenneth S. Parks | | | 2021 | | | | 700,008 | | | | — | | | | 1,900,853 | | | | 951,563 | | | | — | | | | 37,487 | | | | 3,589,911 | |
| | | | | | | | |
Executive Vice President, | | | 2020 | | | | 220,078 | | | | — | | | | 2,184,021 | | | | 177,384 | | | | — | | | | 39,732 | | | | 2,621,215 | |
CFO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Gina A. Beredo (5) | | | 2021 | | | | 280,303 | | | | 100,000 | | | | 2,030,165 | | | | 375,679 | | | | — | | | | 21,531 | | | | 2,807,678 | |
| | | | | | | | |
Executive Vice President, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
General Counsel and Corporate Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | |
Daniel T. Smith | | | 2021 | | | | 598,334 | | | | — | | | | 1,127,979 | | | | 815,625 | | | | — | | | | 61,478 | | | | 2,603,415 | |
| | | | | | | | |
Executive Vice President, | | | 2020 | | | | 588,333 | | | | — | | | | 1,101,340 | | | | 486,750 | | | | — | | | | 56,554 | | | | 2,232,977 | |
| | | | | | | | |
Chief Growth Officer | | | 2019 | | | | 577,500 | | | | — | | | | 1,166,815 | | | | 276,080 | | | | — | | | | 83,244 | | | | 2,103,639 | |
| | | | | | | | |
Marcio A. Sandri | | | 2021 | | | | 573,334 | | | | — | | | | 1,127,979 | | | | 815,625 | | | | 1,000 | | | | 58,035 | | | | 2,575,973 | |
| | | | | | | | |
President, Composites | | | 2020 | | | | 536,667 | | | | — | | | | 1,005,760 | | | | 465,750 | | | | — | | | | 47,040 | | | | 2,055,217 | |
| | | | | | | | |
| | | | 2019 | | | | 516,667 | | | | — | | | | 952,515 | | | | 274,950 | | | | — | | | | 60,649 | | | | 1,804,781 | |
| (1) | The amounts reflected in this column for 2021 relate to restricted stock units and equity-based performance share units granted under the Owens Corning 2019 Stock Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock awards made during the year. Performance share units granted during 2021 are reflected in the column at the full fair value based on the probable outcome of the performance criteria for the award on the grant date. The grant date values of the performance share units at the maximum possible payout are as follows: Mr. Chambers: $6,916,191, Mr. Parks: $2,322,411, Mr. Smith: $1,378,134, Mr. Sandri: $1,378,134, Ms. Beredo: $1,060,315. See Note 16 to the Consolidated Financial Statements included in our 2021 Annual Report for a discussion of the relevant assumptions made in such valuations. For further information on the 2021 awards, including the maximum potential payout based on the attainment of maximum funding, see the 2021 Grants of Plan-Based Awards table below.
|
| (2) | The amounts reflected in this column for 2021 reflect payouts under the 2021 CIP to each NEO paid in 2022.
|
| (3) | The amounts reflected in this column for 2021 consist of the increase in actuarial value of each NEO’s pension benefits in 2021. The total accrued pension value is reflected in the 2021 Pension Benefits table below. No above-market or preferential earnings on non-qualified deferred compensation are reported in this column.
|
| (4) | For 2021, the amounts shown for Mr. Chambers, Mr. Smith, and, Mr. Sandri, represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan. The amount shown for Mr. Parks represents contributions made by the Company to the qualified savings plan and tax gross-ups related to a third-party relocation services, both which are available to all salaried employees. The amount shown for Ms. Beredo represents contributions made by the Company to the qualified savings plan.
|
| (5) | Ms. Beredo’s cash bonus and stock awards are reflective of the additional compensation she was granted at the time of her appointment.
|
physical. The amount also includes reimbursement of a tax liability (and income taxes payable as a result of such reimbursement) relating to an audit of his Belgian tax return filed by Mr. Fister for the period that he served as President, Insulation. The Company reimbursed Mr. Fister for these costs because they were incurred as a result of his job responsibilities in Europe. The amounts shown for Mr. Smith represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan, an executive physical, and tax gross-ups for imputed income associated with spousal travel on the Company's corporate aircraft.
The following table provides more detail behind the
20212023 amounts reported in column (i) above:
| | | | | | | | | | | | | | | | | | | | |
| | | | |
NAME | | QUALIFIED
SAVINGS PLAN
COMPANY CONTRIBUTION
($) | | NONQUALIFIED DEFERRED
COMPENSATION PLAN
COMPANY CONTRIBUTION
($) | | TAX GROSS-UP
FOR
RELOCATION
SERVICES ($) | | TOTAL: ALL
OTHER
COMPENSATION
($) |
| | | | |
Brian D. Chambers | | 23,200 | | 102,326 | | — | | 125,526 |
| | | | |
Kenneth S. Parks | | 23,200 | | — | | 14,287 | | 37,487 |
| | | | |
Gina A. Beredo | | 21,531 | | — | | — | | 21,531 |
| | | | |
Daniel T. Smith | | 23,200 | | 38,278 | | — | | 61,478 |
| | | | |
Marcio A. Sandri | | 23,200 | | 34,835 | | — | | 58,035 |
| | | | | | | | | | | | | | | | | |
| NAME | QUALIFIED
SAVINGS PLAN
COMPANY CONTRIBUTION
($) | NONQUALIFIED DEFERRED
COMPENSATION PLAN
COMPANY CONTRIBUTION
($) | TAX REIMBURSEMENTS ($) | PERQUISITES AND OTHER PERSONAL BENEFITS ($)(1) | TOTAL: ALL
OTHER
COMPENSATION
($) |
| | | | | |
| Brian D. Chambers | 26,400 | 271,561 | — | — | 297,961 |
| Todd W. Fister | 26,400 | 73,429 | 80,418 | 2,450 | 182,697 |
| Kenneth S. Parks | 26,400 | 39,371 | — | — | 65,771 |
| Marcio A. Sandri | 26,400 | 77,551 | — | — | 103,951 |
| Gunner S. Smith | 26,400 | 71,429 | 16,616 | 2,450 | 116,895 |
| Gina A. Beredo | 26,400 | 40,586 | — | — | 66,986 |
(1)The amounts reflected in this column represent the incremental cost for perquisites and other personal benefits provided to our NEOs. In 2023, this included an executive physical for Mr. Fister and Mr. Smith.
2023 GRANTS OF PLAN-BASED AWARDS TABLE
The following table provides information regarding threshold, target and maximum award levels or full grant amounts under various compensation and incentive plans applicable to the NEOs. The narrative that follows describes such programs as reflected in the table. Actual payouts for the
20212023 CIP are reflected in column (g) of the
20212023 Summary Compensation Table. Funding and individual award amounts are determined as described in the narrative to these tables.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | | | | | |
NAME | | | | GRANT DATE | | THRESHOLD ($) | | | TARGET ($) | | | MAXIMUM ($) | | | THRESHOLD (#) | | | TARGET (#) | | | MAXIMUM (#) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | | | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | |
| | | | | | | | | | | |
| (a) | | | | (b) | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | |
Brian D. Chambers | | | | 2021 CIP (1) | | | 562,500 | | | | 1,500,000 | | | | 3,000,000 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 2021 RSU (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 27,100 | | | | 2,202,688 | |
| | | | 2021 ROC PSU (3) | | | — | | | | — | | | | — | | | | 6,775 | | | | 13,550 | | | | 27,100 | | | | — | | | | 1,057,035 | |
| | | | 2021 TSR PSU (3) | | | — | | | | — | | | | — | | | | — | | | | 13,550 | | | | 27,100 | | | | — | | | | 1,344,025 | |
| | | | | 2021 FCFC PSU (3) | | | — | | | | — | | | | — | | | | 6,775 | | | | 13,550 | | | | 27,100 | | | | — | | | | 1,057,035 | |
Kenneth S. Parks | | | | 2021 CIP (1) | | | 196,875 | | | | 525,000 | | | | 1,050,000 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 2021 RSU (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 9,100 | | | | 739,648 | |
| | | | 2021 ROC PSU (3) | | | — | | | | — | | | | — | | | | 2,275 | | | | 4,550 | | | | 9,100 | | | | — | | | | 354,945 | |
| | | | 2021 TSR PSU (3) | | | — | | | | — | | | | — | | | | — | | | | 4,550 | | | | 9,100 | | | | — | | | | 451,315 | |
| | | | | 2021 FCFC PSU (3) | | | — | | | | — | | | | — | | | | 2,275 | | | | 4,550 | | | | 9,100 | | | | — | | | | 354,945 | |
Gina A. Beredo | | | | 2021 CIP (1) (5) | | | 79,369 | | | | 211,650 | | | | 423,300 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 2021 RSU (4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 14,670 | | | | 1,500,008 | |
| | | | 2021 ROC PSU (4) | | | — | | | | — | | | | — | | | | 815 | | | | 1,630 | | | | 3,260 | | | | — | | | | 161,272 | |
| | | | 2021 TSR PSU (4) | | | — | | | | — | | | | — | | | | — | | | | 1,630 | | | | 3,260 | | | | — | | | | 207,613 | |
| | | | | 2021 FCFC PSU (4) | | | — | | | | — | | | | — | | | | 815 | | | | 1,630 | | | | 3,260 | | | | — | | | | 161,272 | |
Daniel T. Smith | | | | 2021 CIP (1) | | | 168,750 | | | | 450,000 | | | | 900,000 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 2021 RSU (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,400 | | | | 438,912 | |
| | | | 2021 ROC PSU (3) | | | — | | | | — | | | | — | | | | 1,350 | | | | 2,700 | | | | 5,400 | | | | — | | | | 210,627 | |
| | | | 2021 TSR PSU (3) | | | — | | | | — | | | | — | | | | — | | | | 2,700 | | | | 5,400 | | | | — | | | | 267,813 | |
| | | | | 2021 FCFC PSU (3) | | | — | | | | — | | | | — | | | | 1,350 | | | | 2,700 | | | | 5,400 | | | | — | | | | 210,627 | |
Marcio A. Sandri | | | | 2021 CIP (1) | | | 163,125 | | | | 435,000 | | | | 870,000 | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | 2021 RSU (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,400 | | | | 438,912 | |
| | | | 2021 ROC PSU (3) | | | — | | | | — | | | | — | | | | 1,350 | | | | 2,700 | | | | 5,400 | | | | — | | | | 210,627 | |
| | | | 2021 TSR PSU (3) | | | — | | | | — | | | | — | | | | — | | | | 2,700 | | | | 5,400 | | | | — | | | | 267,813 | |
| | | | | 2021 FCFC PSU (3) | | | — | | | | — | | | | — | | | | 1,350 | | | | 2,700 | | | | 5,400 | | | | — | | | | 210,627 | |
| (1) | Reflects the NEO’s annual incentive opportunity under the CIP for the annual performance period commencing in 2021. Actual amounts paid out under the 2021 CIP are reflected in column (g) of the 2021 Summary Compensation Table. Funding and individual award amounts are determined as described in the narrative to these tables and the Compensation Discussion and Analysis above. The CIP provides no payout below threshold funding. Incentive payments are made only where plans fund at or above threshold.
|
| (2) | Reflects the restricted stock units award granted to each NEO on February 3, 2021, which generally vests 25% per year over four years.
|
| (3) | Reflects the long-term incentive opportunity granted to the NEO under the 2019 Owens Corning Stock Plan for the performance period commencing in 2021. Performance share units (PSU) were granted on February 3, 2021 and will generally vest at the end of the three-year performance period depending on performance results. Funding and individual award amounts are determined as described in the narrative to these tables and the Compensation Discussion and Analysis above. ROC PSU awards provide a 50% payout at threshold performance and no payout below threshold performance. TSR PSU awards provide no payout at or below threshold funding. FCFC PSU awards provide a 50% payout at threshold performance. Shares are distributed only where the plan funds above threshold. The value of PSUs reflected in column (j) is the fair value based on the probable outcome of the performance criteria for the award on the grant date. See Note 16 to the Consolidated Financial Statements included in our 2021 Annual Report on Form 10-K for a discussion of the relevant assumptions made in such valuations.
|
| (4) | Reflects the appointment grants awarded to Ms. Beredo on June 9, 2021, each with three-year cliff vesting.
|
| (5) | Reflects Ms. Beredo’s prorated CIP based on date of hire on June 9, 2021.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NAME | GRANT DATE | ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS | | ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN
AWARDS | ALL
OTHER
STOCK
AWARDS:
NUMBER
OF
SHARES
OF STOCK
OR UNITS
(#) | GRANT
DATE
FAIR
VALUE OF
STOCK
AND
OPTION
AWARDS
($) |
THRESHOLD
($) | TARGET ($) | MAXIMUM
($) | | THRESHOLD
(#) | TARGET
(#) | MAXIMUM
(#) |
| (a) | (b) | (c) | (d) | (e) | | (f) | (g) | (h) | (i) | (j) |
| | | | | | | | | | |
| Brian D. Chambers | 2023 CIP (1) | — | 1,680,000 | 3,360,000 | | — | | — | | — | |
| 2023 RSU (2) | | | | | — | | — | 28,251 | 2,799,957 |
| 2023 ROC PSU (3) | | | | | — | 14,125 | 28,250 | | 1,313,201 | |
| 2023 TSR PSU (3) | | | | | — | 14,125 | | 28,250 | | | 1,685,536 | |
| 2023 FCFC PSU (3) | | | | | — | 14,125 | 28,250 | | 1,313,201 | |
| Todd W. Fister | 2023 CIP (1) | — | 482,487 | 964,974 | | — | | — | | — |
| 2023 RSU (2) | | | | | — | | — | 5,246 | 519,931 |
| 2023 ROC PSU (3) | | | | | — | 2,623 | 5,246 | | 243,860 |
| 2023 TSR PSU (3) | | | | | — | 2,623 | 5,246 | | 313,003 | |
| 2023 FCFC PSU (3) | | | | | — | 2,623 | 5,246 | | 243,860 | |
| 2023 Appointment RSU (4) | | | | | — | | — | 2,558 | 349,909 | |
| Kenneth S. Parks | 2023 CIP (1) | — | — | — | | — | | — | | — | |
| 2023 RSU (2) | | | | | — | | — | 7,682 | 761,363 |
| 2023 ROC PSU (3) | | | | | — | 3,841 | 7,682 | | 357,098 | |
| 2023 TSR PSU (3) | | | | | — | 3,841 | | 7,682 | | | 458,347 | |
| 2023 FCFC PSU (3) | | | | | — | 3,841 | 7,682 | | 357,098 | |
| Marcio A. Sandri | 2023 CIP (1) | — | 478,500 | | 957,000 | | | — | | — | | — |
| 2023 RSU (2) | | | | | — | | — | 5,246 | | 519,931 | |
| 2023 ROC PSU (3) | | | | | — | 2,623 | | 5,246 | | | 243,860 | |
| 2023 TSR PSU (3) | | | | | — | 2,623 | 5,246 | | 313,003 | |
| 2023 FCFC PSU (3) | | | | | — | 2,623 | 5,246 | | 243,860 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| NAME | GRANT DATE | ESTIMATED POSSIBLE PAYOUTS
UNDER NON-EQUITY INCENTIVE
PLAN AWARDS | | ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN
AWARDS | ALL
OTHER
STOCK
AWARDS:
NUMBER
OF
SHARES
OF STOCK
OR UNITS
(#) | GRANT
DATE
FAIR
VALUE OF
STOCK
AND
OPTION
AWARDS
($) |
THRESHOLD
($) | TARGET ($) | MAXIMUM
($) | | THRESHOLD
(#) | TARGET
(#) | MAXIMUM
(#) |
| (a) | (b) | (c) | (d) | (e) | | (f) | (g) | (h) | (i) | (j) |
| | | | | | | | | | |
| Gunner S. Smith | 2023 CIP (1) | — | 472,500 | 945,000 | | — | | — | | — | |
| 2023 RSU (2) | | | | | — | | — | 5,246 | 519,931 |
| 2023 ROC PSU (3) | | | | | — | 2,623 | 5,246 | | 243,860 | |
| 2023 TSR PSU (3) | | | | | — | 2,623 | | 5,246 | | | 313,003 | |
| 2023 FCFC PSU (3) | | | | | — | 2,623 | 5,246 | | 243,860 | |
| 2023 Retention RSU (5) | | | | | — | | — | 6,780 | 999,982 | |
| Gina A. Beredo | 2023 CIP (1) | — | 416,250 | 832,500 | | — | | — | | — |
| 2023 RSU (2) | | | | | — | | — | 4,035 | 399,909 |
| 2023 ROC PSU (3) | | | | | — | 2,017 | 4,034 | | 187,520 |
| 2023 TSR PSU (3) | | | | | — | 2,017 | 4,034 | | 240,689 | |
| 2023 FCFC PSU (3) | | | | | — | 2,017 | 4,034 | | 187,520 | |
(1)Reflects the NEO’s annual incentive opportunity under the CIP for the annual performance period commencing in 2023. Actual amounts paid out under the 2023 CIP are reflected in column (g) of the 2023 Summary Compensation Table. Funding and individual award amounts are determined as described in the narrative to these tables and the Compensation Discussion and Analysis above. The CIP provides no payout at or below threshold funding. Incentive payments are made only where plans fund above threshold.
(2)Reflects the RSUs granted to each NEO on February 1, 2023, which generally vest 25% per year over four years.
(3)Reflects the long-term incentive opportunity granted to the NEO under the 2019 Owens Corning Stock Plan for the performance period commencing in 2023. PSUs were granted on February 1, 2023 and will generally vest at the end of the three-year performance period depending on performance results. Funding and individual award amounts are determined as described in the narrative to these tables and the Compensation Discussion and Analysis above. ROC, TSR and FCFC PSU grants provide no payout at or below threshold performance. The value of PSUs reflected in column (j) is the fair value based on the probable outcome of the performance criteria for the award on the grant date. See Note 17 to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K for a discussion of the relevant assumptions made in such valuations.
(4)Reflects the appointment grant of RSUs awarded to Mr. Fister (three-year cliff vesting) under the 2023 Stock Plan.
(5)Reflects the retention grant of RSUs awarded to Mr. Smith (three-year cliff vesting) under the 2023 Stock Plan.
NARRATIVE TO
20212023 SUMMARY COMPENSATION TABLE AND
20212023 GRANTS OF PLAN-BASED AWARDS TABLE
Base Salary, Severance and Certain Other Arrangements
During
2021,2023, each of the NEOs participated in the Company’s compensation and benefits programs for salaried employees as described here and reflected in the tables and accompanying footnotes. Each NEO
receivesreceived an annual base salary as reflected in the
20212023 Summary Compensation Table above. The amount of such base salary as a component of the total compensation is established and reviewed each year by the Compensation Committee and is described above in the Compensation Discussion and Analysis. Severance arrangements with each of the NEOs are as described below in the
Potential Payments Upon Termination or Change-In-Control section.
Annual Corporate Incentive Plan
Owens Corning
The Company maintains the CIP,
in which all salaried employees participate, with specific Company performance criteria adopted annually. Each of the NEOs is eligible to receive annual cash incentive awards based on
theirhis or her individual performance and corporate performance against annual performance goals set by the Compensation Committee. Under the CIP for the
20212023 annual performance period, the funding measures set by the Compensation Committee were based on consolidated adjusted EBIT and EBIT for the
Composites,Roofing, Insulation, and
RoofingComposites businesses, respectively. Cash awards paid to the NEOs under the CIP for the
20212023 performance period are reflected in column (g) of the
20212023 Summary Compensation Table above and the range of award opportunities under the
20212023 CIP is reflected in the
20212023 Grants of Plan-Based Awards Table above.
Long-Term Incentive Program
Owens Corning
The Company maintains a long-term incentive plan applicable to certain salaried employees as selected by the Compensation Committee, including each of the NEOs. The plan is designed to align participant compensation with the attainment of certain longer-term business goals established by the Compensation Committee.
In
2019,2023, the Company’s
shareholdersstockholders approved the Owens Corning
20192023 Stock Plan, which replaced the Owens Corning
20162019 Stock Plan. In this Proxy Statement, we refer to the stock plan in place at the relevant time as the “Stock Plan.” The Stock Plan provides for participation by employees, management and directors and authorizes grants of stock options, stock appreciation rights, stock awards, restricted stock awards,
restricted stock units,RSUs, bonus stock awards, performance share awards and
performance share units.PSUs. The
20192023 Stock Plan document was filed with the SEC in connection with the
20192023 Proxy Statement.
The long-term incentive plan utilizes PSUs with three-year performance cycles, adopted annually, with payouts under the program dependent upon corporate performance against performance goals set by the Compensation Committee for each cycle. The January 1,
20192021 through December 31,
20212023 cycle vested on December 31,
20212023 and is therefore included in the Options Exercised and Stock Vested table. The remaining outstanding three-year cycles as of December 31,
20212023 include: January 1,
20202022 through December 31,
20222024 and January 1,
20212023 through December 31,
2023.2025. Estimated future payouts of awards under the
2021-20232023-2025 cycle are reflected in the
20212023 Grants of Plan-Based Awards Table above.
The
awardawards shown in the
20212023 Grants of Plan-Based Awards Table represents the NEO’s opportunity to earn the amount shown in the “maximum” column of the table if the maximum performance goal established by the Compensation Committee at the beginning of the performance period are attained or exceeded
duringfor the performance period. In the event the maximum performance goal is not attained, then the NEOs may earn the amounts shown in the “target” column if the target level of performance is attained or amounts below the “target” level if
a lower level of performance is attained. Participants will earn intermediate amounts for performance between the maximum and target levels, or between the target and threshold levels.
For the performance period commencing in 2021,2023, the long-term incentive plan provides an award under the Owens Corning Stock Plan in four separate components: (1) Restricted Stock Unitrestricted stock unit awards granted under the long-term incentive plan generally vest and restrictions lapse 25% per year over four years, based on continued employment during the vesting period; (2) Return on Capital (“ROC”) PSUsROC PSU awards granted under the long-term incentive plan generally vest at the end of the three-year performance period, and are settled in shares based on the performance of the Company against pre-established performance criteria; (3) Relative Total Shareholder Return (“TSR”) PSUsTSR PSU awards granted under the long-term incentive plan generally vest at the end of the three-year performance period, and are settled in shares based on the performance of the Company against pre-established relative TSR performance criteria; and (4) Free Cash Flow Conversion (“FCFC”) PSUsFCFC PSU awards granted under the long-term incentive plan generally vest at the end of the three-year performance period, and are settled in shares based on the performance of the Company against pre-established performance criteria.
The SEC
has adopted a rule requiringrequires annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the
Chief Executive Officer.CEO. The following pay ratio disclosure is the Company’s reasonable, good faith estimate based upon the permitted methodology described below, pursuant to the SEC’s guidance under Item 402(u) of Regulation
S-K:We do not believe there has been a change in our employee population or in our employee compensation arrangements that would result in a significant change to our CEO pay ratio disclosure. As a result, and consistent with applicable SEC rules, we have used the same median employee for the
20212023 CEO pay ratio as we did for the
2019 and 20202022 CEO pay ratio. The following disclosure includes the process used to identify the median employee and the assumptions used to
calculationcalculate the ratio.
| | | | | | | | | | | | | | |
| PROCESS | | ASSUMPTIONS | | | 2023 TOTAL COMPENSATION |
| | | | |
PROCESS | | ASSUMPTIONS | | 2021 TOTAL COMPENSATION |
| | |
1)
1.As of October 1, 2019,2022, we employed 19,89819,879 full and part-time active employees (excluding our CEO) at our parent company and consolidated subsidiaries (“Global Population”).2)
2.We excluded 842 661 non-U.S. employees (or 4.2%3.3% of the Global Population) from the Global Population in accordance with SEC rules*rules*.3)
3.After these exclusions, our adjusted Global Population was 19,05619,218 employees.4)
4.For each employee who was included in our adjusted Global Population, we determined the employee’s total cash compensation (base salary, overtime, guaranteed compensation and bonus compensation) from our payroll system for the 12-month period ended on September 30, 2019.5) 2022.
5.Based on each employee’s total cash compensation, we then identified the median employee from our adjusted Global Population. | | 1)
1.Each non-U.S. employee’s total cash compensation was converted from local currency to U.S. dollars using the closing spot foreign exchange rate on September 30, 2019.2) 2022.
2.The annual total compensation for our CEO represents the amount reported for our CEO for 20212023 in the “Total” column (column (j)) of our 20212023 Summary Compensation Table of this Proxy Statement.3)
3.The annual total compensation for our median employee represents the amount of such employee’s compensation for 20212023 that would have been reported in the 20212023 Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K if the employee had been a Named Executive Officer for 2021.2023. | | 1.The annual total compensation of our CEO was: $9,782,143.$11,243,256. 2.Median of the annual total compensation of all employees (except the CEO): $64,753.$66,608. 3.Based on the above information, for 20212023 the ratio of the median of the annual total compensation of all employees to the annual total compensation of the CEO was approximately 1 to 151.169. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. |
| * | Breakdown of our total Global Population as of October 1, 2019: USA (8,520 employees), non-U.S. (11,378 employees). Countries (number of employees) excluded were as follows: Austria (3), Belarus (5), Czech Republic (248), Denmark (8), Estonia (10), Germany (96), Hong Kong (2), Japan (20), Latvia (9), Netherlands (172), Norway (9), Singapore (45), Slovakia (2), Spain (83), Switzerland (17), United Arab Emirates (1), and United Kingdom (112).
|
* Breakdown of our total Global Population as of October 1, 2022: USA (8,622 employees), non-U.S. (11,257 employees). Countries (number of employees) excluded were as follows: Austria (4), Belarus (5), Chile (40), Denmark (8), Estonia (7), Hong Kong (2), Japan (20), Latvia (9), Norway (9), Russia (489), Singapore (48), Slovakia (1), Switzerland (18), and United Arab Emirates (1)
PAY VERSUS PERFORMANCE
The SEC requires annual disclosure of pay versus performance information that shows the relationship between executive compensation actually paid and the Company’s performance. The following pay versus performance disclosure is based upon permitted methodology, pursuant to SEC guidance under Item 402(v) of Regulation S-K.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) | COMPENSATION ACTUALLY PAID TO PEO (1,2,3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (1,2,3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | NET INCOME ($MILLION) | ADJUSTED EBIT ($MILLION) (4) | |
| TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN | |
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | |
| | | | | | | | | |
| 2023 | $ | 11,243,256 | | $ | 31,090,475 | | $ | 2,929,921 | | $ | 5,104,932 | | $ | 242.49 | | $ | 209.03 | | $ | 1,196 | | $ | 1,805 | | |
| 2022 | $ | 10,979,854 | | $ | 14,107,038 | | $ | 2,946,087 | | $ | 3,808,951 | | $ | 136.88 | | $ | 145.43 | | $ | 1,241 | | $ | 1,758 | | |
| 2021 | $ | 9,782,143 | | $ | 12,619,790 | | $ | 2,894,244 | | $ | 3,194,386 | | $ | 142.89 | | $ | 194.73 | | $ | 995 | | $ | 1,415 | | |
| 2020 | $ | 7,549,789 | | $ | 12,670,545 | | $ | 2,029,479 | | $ | 2,840,007 | | $ | 118.16 | | $ | 122.63 | | $ | (383) | | $ | 878 | | |
| | | | | | | | | | | |
| TABULAR LIST OF FINANCIAL METRICS USED TO LINK NEO COMPENSATION ACTUALLY PAID TO COMPANY PERFORMANCE |
| Consolidated Adjusted EBIT | Roofing EBIT | Insulation EBIT | Composites EBIT |
| Adjusted Return on Capital | Adjusted Free Cash Flow Conversion | Relative TSR | |
Notes to the Pay versus Performance Chart
(1)The PEO in each covered year is Mr. Chambers. The Non-PEO NEOs for whom the average compensation is presented in this table are: for fiscal 2023, Messrs. Fister, Parks, Sandri, and G. Smith and Ms. Beredo; 2022, Messrs. Parks, Sandri, D. Smith, and Fister; for fiscal year 2021, Ms. Beredo, and Messrs. Parks, Sandri, and D. Smith; and for fiscal year 2020, Messrs. Gandhi, Parks, Sandri, D. Smith, and G. Smith.
(2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and applicable SEC guidance, and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below.
(3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. Please note that, while similar adjustment information was provided in our 2023 proxy statement for 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because it is not material to our stockholders' understanding of the information reported in the PVP table for 2023 or the relationship disclosures provided below.
(4)Reconciliation and further information for Adjusted EBIT can be found on page 31 of our 2023 Form 10-K filed with the SEC on February 14, 2024. For 2023, this number was adjusted to remove the impact of acquisitions.
| | | | | | | | | | | | | | | | | | | | | | | |
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO | EXCLUSION OF CHANGE IN PENSION VALUE | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS | INCLUSION OF PENSION SERVICE COST | INCLUSION OF EQUITY VALUES | COMPENSATION ACTUALLY PAID TO PEO | |
| | | | | | | |
| 2023 | $ | 11,243,256 | | $ | — | | $ | (7,111,895) | | $ | — | | $ | 26,959,114 | | $ | 31,090,475 | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs | EXCLUSION OF CHANGE IN PENSION VALUE | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS | INCLUSION OF PENSION SERVICE COST | INCLUSION OF EQUITY VALUES | COMPENSATION ACTUALLY PAID TO NON-PEO NEOs | |
| | | | | | | |
| 2023 | $ | 2,929,921 | | $ | (1,000) | | $ | (1,652,279) | | $ | — | | $ | 3,828,290 | | $ | 5,104,932 | | |
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY FOR PEO | VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE INCLUDED FOR PEO | TOTAL - INCLUSION OF EQUITY VALUES FOR PEO | |
| | | | | | | | |
| 2023 | $ | 12,642,309 | | $ | 7,903,590 | | $ | — | | $ | 6,413,215 | | $ | — | | $ | — | | $ | 26,959,114 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| YEAR | AVERAGE YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTS DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR NON-PEO NEOs | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY FOR NON-PEO NEOs | AVERAGE VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING THE YEAR THAT VESTED DURING THE YEAR FOR NON-PEO NEOs | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOs | AVERAGE FAIR VALUE AT LAST DAY OR PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR NON-PEO NEOs | AVERAGE VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE INCLUDED FOR NON-PEO NEOs | TOTAL - AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOs | |
| | | | | | | | |
| 2023 | $ | 2,046,764 | | $ | 1,401,963 | | $ | — | | $ | 1,201,430 | | $ | (821,867) | | $ | — | | $ | 3,828,290 | | |
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE
The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards for each NEO that were outstanding at the end of
2021.OUTSTANDING EQUITY AWARDS AT2023.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| OPTION AWARDS | | STOCK AWARDS | |
| NAME | NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
EXERCISABLE | NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS (#)
UNEXERCISABLE | OPTION
EXERCISE
PRICE
($) | OPTION
EXPIRATION
DATE | | NUMBER
OF
SHARES
OR UNITS
OF STOCK
THAT
HAVE
NOT
VESTED (#) | MARKET
VALUE OF
SHARES OR
UNITS OF
STOCK
THAT
HAVE NOT
VESTED
($) | EQUITY
INCENTIVE
PLAN
AWARDS:
NUMBER
OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT
HAVE NOT
VESTED
(#) | EQUITY
INCENTIVE
PLAN
AWARDS:
MARKET
OR PAYOUT
VALUE OF
UNEARNED
SHARES,
UNITS OR
OTHER
RIGHTS
THAT
HAVE NOT
VESTED
($) | |
| (a) | (b) | (c) | (d) | (e)(1) | | (f)(2) | (g)(3) | (h)(4) | (i)(3) | |
| | | | | | | | | | |
| Brian D. Chambers | | — | | | | 64,167 | | 9,511,474 | | 150,989 | | 22,381,099 | | |
| 9,100 | — | 37.65 | 2/5/2024 | | | — | | — | |
| Todd W. Fister | | — | | | | 15,191 | | 2,251,762 | | 27,557 | | 4,084,774 | | |
| — | | | | | — | | — | |
| Kenneth S. Parks | | — | | | | — | | — | | — | | — | | |
| — | | | | | — | | — | |
| Marcio A. Sandri | | — | | | | 12,408 | | 1,839,238 | | 28,871 | | 4,279,548 | | |
| — | | | | | — | | — | |
| Gunner S. Smith | | — | | | | 19,513 | | 2,892,412 | | 27,557 | | 4,084,774 | | |
| — | | | | | — | | — | |
| Gina A. Beredo | | — | | | | 21,660 | | 3,210,662 | | 30,962 | | 4,589,497 | | |
| — | | | | | — | | — | |
(1)Vested options expire on the tenth anniversary of the grant date.
(2)RSUs granted on February 5, 2020, February 3, 2021, FISCAL YEAR-END TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | |
| | | OPTION AWARDS | | | STOCK AWARDS | |
| | | | | | | | |
| NAME | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | | | OPTION EXERCISE PRICE ($) | | | OPTION EXPIRATION DATE | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
(#) | | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | |
| | | | | | | | |
| (a) | | (b) | | | (c) | | | (d) | | | (e)(1) | | | (f)(2) | | | (g)(3) | | | (h)(4) | | | (i)(3) | |
| | | | | | | | |
Brian D. Chambers | | | — | | | | — | | | | — | | | | — | | | | 63,322 | | | | 5,730,641 | | | | 132,500 | | | | 11,991,250 | |
| | | | | | | | |
| | | 7,600 | | | | — | | | | 42.16 | | | | 2/6/2023 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | |
| | | | 9,100 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | |
Kenneth S. Parks | | | — | | | | — | | | | — | | | | — | | | | 24,561 | | | | 2,222,771 | | | | 18,200 | | | | 1,647,100 | |
| | | | | | | | |
| | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | |
Gina A. Beredo | | | — | | | | — | | | | — | | | | — | | | | 14,670 | | | | 1,327,635 | | | | 6,520 | | | | 590,060 | |
| | | | | | | | |
| | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | |
Daniel T. Smith | | | — | | | | — | | | | — | | | | — | | | | 15,013 | | | | 1,358,677 | | | | 28,950 | | | | 2,619,975 | |
| | | | | | | | |
| | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | |
Marcio A. Sandri | | | — | | | | — | | | | — | | | | — | | | | 13,303 | | | | 1,203,922 | | | | 27,300 | | | | 2,470,650 | |
| | | | | | | | |
| | | 7,200 | | | | — | | | | 42.16 | | | | 2/6/2023 | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | |
| | | | 8,000 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | — | | | | — | | | | — | | | | — | |
| (1) | Vested options expire on the tenth anniversary of the grant date.
|
| (2) | Restricted Stock and Restricted Stock Units granted on January 31, 2018; February 6, 2019, and February 5, 2020, and February 3, 2021, generally vests 25% per year over four years. The share amounts include the appointment grant for Mr. Parks on September 8, 2020 and the appointment grant for Ms. Beredo on June 9, 2021. Unless otherwise noted all appointment and retention grants made use of 3-year cliff vesting.
|
| (3) | Market value reflects the closing price of the Company’s common stock as of the last trading day of 2021 of $90.50.
|
| (4) | Reflects unvested stock-settled PSUs under the long-term incentive plan; ROC and FCFC are included at maximum funding due to current performance expectations above target funding. TSR is shown at 0% due to funding levels falling below the 25th percentile as of December 31, 2021 and therefore not meeting threshold requirements.
|
February 2, 2022, and February 1, 2023 generally vest 25% per year over four years. The share amounts include the appointment grant for Mr. Fister on September 15, 2023, and retention grant for Mr. Smith on December 20, 2023. Unless otherwise noted all appointment and retention grants have three-year cliff vesting. (3)Market value reflects the closing price of the Company’s common stock as of the last trading day of 2023 of $148.23.
(4)Reflects unvested stock-settled PSUs under the long-term incentive plan; 2022 and 2023 ROC and 2022 FCFC are included at maximum funding due to current performance expectations above target funding. 2023 FCFC is shown at target due to current performance expectations falling between threshold and target funding. TSR is shown at maximum for 2022 and 2023 due to funding levels at maximum as of December 31, 2023. Amounts for Ms. Beredo also include unvested 2021 PSUs with actual funding applied; 2021 ROC and TSR are included at maximum funding and FCFC at 156% funding. Ms. Beredo’s 2021 PSUs will distribute in June 2024, upon satisfaction of the time-based vesting requirement.
2023 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth the required information on NEO stock awards that vested and stock options that were exercised during
2021. | | | | | | | | | | | | | | | | |
| | |
| | | OPTION AWARDS | | | STOCK AWARDS | |
| | | | |
| NAME | | NUMBER OF SHARES ACQUIRED ON
EXERCISE (#) | | | VALUE REALIZED ON EXERCISE ($) (1) | | | NUMBER OF SHARES ACQUIRED ON
VESTING (#) | | | VALUE REALIZED ON VESTING ($) (2) | |
| | | | |
Brian D. Chambers | | | — | | | | — | | | | 35,558 | | | | 6,286,187 | |
Kenneth S. Parks | | | — | | | | — | | | | — | | | | — | |
Gina A. Beredo | | | — | | | | — | | | | — | | | | — | |
Daniel T. Smith | | | 3,775 | | | | 207,512 | | | | 11,002 | | | | 1,300,856 | |
Marcio A. Sandri | | | 8,400 | | | | 477,612 | | | | 4,931 | | | | 1,210,209 | |
| (1) | Represents the pre-tax value realized on options that were exercised during the fiscal year, computed by multiplying the number of shares acquired upon exercise by the difference between the option’s strike price and the fair market value of Owens Corning common stock at the time of exercise.
|
| (2) | Represents the pre-tax value realized on stock awards that vested during the fiscal year, computed by multiplying the number of shares acquired upon vesting by the closing market price of Owens Corning common stock on the vesting date.
|
| (3) | Mr. Sandri elected to defer 6,638 shares from the stock awards that vested during the fiscal year. He elected to receive these shares as a lump sum following termination, subject to the requirements of 409A of the Internal Revenue Code.
|
20212023.
| | | | | | | | | | | | | | | | | | | | |
| OPTION AWARDS | | STOCK AWARDS | |
| NAME | NUMBER OF
SHARES
ACQUIRED ON
EXERCISE (#) | VALUE
REALIZED
ON EXERCISE
($) (1) | | NUMBER OF
SHARES
ACQUIRED ON
VESTING (#) | VALUE
REALIZED
ON VESTING
($) (2) | |
| | | | | | |
| Brian D. Chambers | | | | 104,505 | | 14,015,310 | | |
| Todd W. Fister | | | | 18,640 | | 2,508,249 | | |
| Kenneth S. Parks | | | | 43,878 | | 6,092,126 | | |
| Marcio A. Sandri (3) | 8,000 | | 498,800 | | | 19,577 | | 2,668,444 | | |
| Gunner S. Smith | 3,400 | | 245,993 | | | 18,900 | | 2,534,465 | | |
| Gina A. Beredo | | | | 984 | | 101,322 | | |
(1)Represents the pre-tax value realized on options that were exercised during the fiscal year, computed by multiplying the number of shares acquired upon exercise by the difference between the option’s strike price and the fair market value of Owens Corning common stock at the time of exercise.
(2)Represents the pre-tax value realized on stock awards that vested during the fiscal year, computed by multiplying the number of shares acquired upon vesting by the closing market price of Owens Corning common stock on the vesting date.
(3)Mr. Sandri elected to defer 1,408 shares from the stock awards that vested during the fiscal year. He elected to receive these shares as a lump sum following termination, subject to the requirements of 409A of the Internal Revenue Code.
2023 PENSION BENEFITS TABLE
The following table sets forth the required information regarding pension benefits, as applicable, for the NEOs for
2021. | | | | | | | | | | | | | | |
| | | | |
| NAME | | PLAN NAME | | NUMBER OF YEARS CREDITED SERVICE (#) | | | PRESENT VALUE
OF ACCUMULATED BENEFIT ($) (1) | | | PAYMENTS DURING LAST FISCAL YEAR ($) | |
| | | | |
Brian D. Chambers | | Qualified Plan (2) | | | — | | | | — | | | | — | |
| | Top-Hat Plan (3) | | | — | | | | — | | | | — | |
| | | Total | | | | | | | — | | | | — | |
Kenneth S. Parks | | Qualified Plan (2) | | | — | | | | — | | | | — | |
| | Top-Hat Plan (3) | | | — | | | | — | | | | — | |
| | | Total | | | | | | | — | | | | — | |
Gina A. Beredo | | Qualified Plan (2) | | | — | | | | — | | | | — | |
| | Top-Hat Plan (3) | | | — | | | | — | | | | — | |
| | | Total | | | | | | | — | | | | — | |
Daniel T. Smith | | Qualified Plan (2) | | | 0.30 | | | | 5,000 | | | | — | |
| | Top-Hat Plan (3) | | | — | | | | — | | | | — | |
| | | Total | | | | | | | 5,000 | | | | — | |
Marcio A. Sandri | | Qualified Plan (2) | | | 9.42 | | | | 20,000 | | | | — | |
| | Top-Hat Plan (3) | | | 9.42 | | | | 5,000 | | | | — | |
| | | Total | | | | | | | 25,000 | | | | — | |
| (1) | These values are calculated in accordance with requirements of the Accounting Standards Codification No. 715.
|
| (2) | Refers to benefits under the Company’s Cash Balance Plan or, if greater, under the Owens Corning Salaried Employees’ Retirement Plan maintained prior to 1996, as discussed below.
|
| (3) | Refers to benefits under the Company’s non-qualified Supplemental Plan.
|
Owens Corning2023.
| | | | | | | | | | | | | | | | | |
| NAME | PLAN NAME | NUMBER OF YEARS
CREDITED
SERVICE (#) | PRESENT VALUE OF ACCUMULATED
BENEFIT ($) (1) | PAYMENTS
DURING LAST
FISCAL YEAR ($) | |
| | | | | |
| Brian D. Chambers | Qualified Plan (2) | — | | — | | — | |
| Top-Hat Plan (3) | — | | — | | — | |
| Total | — | | — | | — | |
| Todd W. Fister | Qualified Plan (2) | — | | — | | — | |
| Top-Hat Plan (3) | — | | — | | — | |
| Total | — | | — | | — | |
| Kenneth S. Parks | Qualified Plan (2) | — | | — | | — | |
| Top-Hat Plan (3) | — | | — | | — | |
| Total | — | | — | | — | |
| Marcio A. Sandri | Qualified Plan (2) | 9.42 | | 23,000 | — | |
| Top-Hat Plan (3) | 9.42 | | 6,000 | — | |
| Total | — | | 29,000 | — | |
| Gunner S. Smith | Qualified Plan (2) | 1.08 | | 10,000 | | — | |
| Top-Hat Plan (3) | — | — | — | |
| Total | — | 10,000 | | — | |
| Gina A. Beredo | Qualified Plan (2) | — | — | | — | |
| Top-Hat Plan (3) | — | — | | — | |
| Total | — | — | | — | |
(1)These values are calculated in accordance with requirements of the Accounting Standards Codification No. 715.
(2)Refers to benefits under the Company’s Cash Balance Pension Plan.
(3)Refers to benefits under the Company’s non-qualified Supplemental Plan.
The Company maintains a tax-qualified noncontributory defined benefit cash balance pension plan (the “Cash Balance Plan”) covering certain salaried and hourly employees in the United States, including certain NEOs. The Cash Balance Plan was adopted by Owens Corning in replacement of the qualified Salaried Employees’ Retirement Plan maintained prior to 1996, which we refer to as the “Prior Plan.” The Prior Plan provided retirement benefits primarily on the basis of age at retirement, years of service, and average earnings from the highest three consecutive years of service. Under the Cash Balance Plan, for
each year prior to January 1, 2010, eligible employees generally earned a benefit of 4% of such employee’s covered pay. This was referred to under the Cash Balance Plan as a “Pay Credit.” Covered pay was defined generally as base pay and certain annual incentive compensation amounts payable during the year. Effective January 1, 2010, the Cash Balance Plan was amended to eliminate Pay Credit accruals and was closed to new participation. Accrued benefits continue to earn monthly interest based on the average interest rate for five-year United States treasury securities. Employees with an accrued benefit under the Cash Balance Plan vest in that benefit once they have completed three years of service. Vested employees may receive their benefit under the Cash Balance Plan as a lump sum or as a monthly payment when they leave the Company.
As the Company transitioned from the Prior Plan to the current Cash Balance Plan, participating employees who were at least age 40 with 10 years of service as of December 31, 1995 became entitled to receive the greater of their benefit under the Prior Plan frozen as of December 31, 2000, or under the Cash Balance Plan.
Each participating NEO would have been entitled to payment of their vested accrued benefit under the
tax-qualified plan in the event of a termination occurring on December 31,
2021,2023, valued as a
lump-sum payable as of that date as follows: Mr.
Smith, $5,774,Sandri, $23,821, and Mr.
Sandri $22,777.Smith, $10,263. Mr. Chambers, Mr. Parks,
Mr. Fister, and Ms. Beredo do not participate in the Cash Balance Plan.
In addition to the
tax-qualified pension plan,
Owens Corningthe Company maintains supplemental pension benefits, including the Executive Supplemental Plan that pays eligible employees leaving the Company the difference between the benefits payable under
Owens Corning’s the Company’s tax-qualified pension plan and those benefits that would have been payable except for limitations imposed by the Internal Revenue Code. The Executive Supplemental Plan was amended to eliminate future accruals and was closed to new participation effective January 1, 2010. Some NEOs participate in both the
tax-qualified pension plan and the Executive Supplemental Plan.
Each
Mr. Sandri is the only NEO eligible
NEOto participate in the Executive Supplemental Plan. Mr. Sandri would have been entitled to payment of
theirhis vested accrued benefit under the Executive Supplemental Plan in the event of a termination occurring on December 31,
2021,2023, valued as a
lump-sum payable as of that date as follows: Mr. Sandri,
$5,874.$6,038. Mr. Chambers,
Mr. Fister, Mr. Parks, Mr. Smith, and Ms. Beredo do not participate in the Executive Supplemental Plan.
NONQUALIFIED DEFERRED COMPENSATION The Company has established an unfunded Deferred Compensation Plan under which eligible employees, including the NEOs, are permitted to defer some or all of their cash incentive compensation and up to 100% of their base salary. NEOs may defer compensation until their separation from the Company or may designate a set deferral
period between two and 10 years.period. They may elect to take their distribution as a lump sum,
five annual installments, 10 annual installments, or
a set dollar amount.installments.
In
2021, Owens Corning2023, the Company provided Company contributions to the accounts of eligible employees, including several of the NEOs, to restore Company contributions and matching contributions that were limited in the 401(k) Plan by the IRS. These contributions are deferred until separation, and NEOs may elect to defer payments for an additional
two to 10 yearsperiod after separation. They may elect to take their distribution as a lump sum,
five annual installments, 10 annual installments, or
a set dollar amount.installments.
NEOs may choose among mutual funds offered in the 401(k) Plan, as well as
Owens CorningCompany stock, for hypothetical investment of their account. Deferred amounts are credited with earnings or losses based on the rate of return of specified mutual funds and/or the value of
Owens CorningCompany stock. This plan is unfunded and unsecured, and all investments are hypothetical.
In addition, under the 20192023 Stock Plan, eligible employees, including the NEOs, are permitted to defer some or all of their stock-based compensation beyond vesting. NEOs may defer RSUs and PSUs until their separation from the Company, or may designate a set deferral period between two and 10 years.period. They may elect to take their distribution as a lump sum, five installments, or 10 annual installments. Deferred RSUs and PSUs are not matched by the Company and are settled in shares of Owens CorningCompany stock.
2023 NONQUALIFIED DEFERRED COMPENSATION TABLE | | | | | | | | | | | | | | | | | | | | | | | | | |
NAME | | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) | | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR ($)(1) | | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($)(2) | | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | | AGGREGATE BALANCE AT LAST FISCAL YEAR END ($)(3) |
Brian D. Chambers (4) | | | | 136,000 | | | | | 102,326 | | | | | 32,090 | | | | | — | | | | | 926,505 | |
Kenneth S. Parks | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | |
Gina A. Beredo (5) | | | | 5,000 | | | | | — | | | | | 197 | | | | | — | | | | | 5,197 | |
Daniel T. Smith (6) | | | | 73,013 | | | | | 38,278 | | | | | 423,535 | | | | | — | | | | | 3,005,267 | |
Marcio A. Sandri (7) | | | | 623,454 | | | | | 34,835 | | | | | 212,717 | | | | | — | | | | | 2,091,487 | |
| (1) | This amount reflects the unfunded Company contribution to each account, to restore 401(k) Plan Company contributions and matching contributions that are limited by the IRS; this amount is included in “All Other Compensation” in the 2021 Summary Compensation Table.
|
| (2) | The amounts do not reflect above-market or preferential earnings and are therefore not reported in the 2021 Summary Compensation Table.
|
| (3) | The aggregate balance includes the following amounts that were reported in Summary Compensation Tables for each NEO in previous years: Mr. Chambers: $517,984; Mr. Smith: $707,579; and Mr. Sandri: $365,482. The aggregate earnings in the last fiscal year and aggregate balance at year end include deferrals of stock-based compensation, including stock-based deferrals made prior to becoming an NEO.
|
| (4) | The amount in the first column reflects the deferral of a portion of Mr. Chambers’ 2021 base salary, which is reflected as “Salary” in the 2021 Summary Compensation Table.
|
| (5) | The amount in the first column reflects the deferral of a portion of Ms. Beredo’s 2021 base salary, which is reflected as “Salary” in the 2021 Summary Compensation Table.
|
| (6) | The amount in the first column reflects the deferral of a portion of Mr. Smith’s 2021 base salary, which is reflected as “Salary” in the 2021 Summary Compensation Table and 2020 CIP paid in 2021, which is reflected in “Non-Equity Incentive Plan Compensation” in the 2021 Summary Compensation Table.
|
| (7) | The amount in the first column reflects the deferral of a portion of Mr. Sandri’s 2021 base salary, which is reflected as “Salary” in the 2021 Summary Compensation Table, and the deferral of a portion of RSUs that vested in 2021, which are reflected in the 2021 Option Exercises and Stock Vested Table.
|
| | | | | | | | | | | | | | | | | | | | |
| NAME | EXECUTIVE
CONTRIBUTIONS
IN LAST FISCAL
YEAR ($) | REGISTRANT
CONTRIBUTIONS
IN LAST FISCAL
YEAR ($)(1) | AGGREGATE
EARNINGS IN
LAST FISCAL
YEAR ($)(2) | AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS
($) | AGGREGATE
BALANCE AT
LAST FISCAL
YEAR END ($)(3) | |
| | | | | | |
| Brian D. Chambers (4) | 195,500 | | 271,561 | | 129,806 | | (10,000) | | 1,739,367 | | |
| Todd W. Fister (5) | 196,363 | | 73,429 | | 215,750 | | — | | 1,316,438 | | |
| Kenneth S. Parks | — | | 39,371 | | 6,726 | | — | | 67,967 | | |
| Marcio A. Sandri (6) | 195,017 | 77,551 | 1,907,936 | — | | 5,192,376 | |
| Gunner S. Smith (7) | 49,927 | 71,429 | 62,278 | — | 425,285 | |
| Gina A. Beredo (8) | 49,201 | 40,586 | 25,246 | — | | 138,803 | |
(1)This amount reflects the unfunded Company contribution to each account, to restore 401(k) Plan Company contributions and matching contributions that are limited by the IRS; this amount is included in “All Other Compensation” in the 2023 Summary Compensation Table.
(2)The amounts do not reflect above-market or preferential earnings and are therefore not reported in the 2023 Summary Compensation Table.
(3)The aggregate balance includes the following amounts that were reported in Summary Compensation Tables for each NEO in previous years: Mr. Chambers: $1,142,312; Mr. Fister: $144,762; Mr. Parks: $25,177; Mr. Sandri: $2,111,288; Mr. Smith: $19,117; and Ms. Beredo: $5,000. The aggregate earnings in the last fiscal year and aggregate balance at year end now include deferrals of stock-based compensation, including stock-based deferrals made prior to becoming an NEO.
(4)The amount in the first column reflects the deferral of a portion of Mr. Chambers’ 2023 base salary, which is reflected as “Salary” in the 2023 Summary Compensation Table.
(5)The amount in the first column reflects the deferral of a portion of Mr. Fister’s 2023 base salary ($30,425), which is reflected as “Salary” in the 2023 Summary Compensation Table and 2022 CIP paid in 2023 ($165,938), which is reflected in “Non-Equity Incentive Plan Compensation” in the 2022 Summary Compensation Table.
(6)The amount in the first column reflects the deferral of a portion of Mr. Sandri’s 2023 base salary ($54,728), which is reflected as “Salary” in the 2023 Summary Compensation Table and the deferral of a portion of RSUs that vested in 2023 ($140,289), which are reflected in the 2023 Option Exercises and Stock Vested Table.
(7)The amount in the first column reflects the deferral of a portion of Mr. Smith’s 2023 base salary ($41,796), which is reflected as “Salary” in the 2023 Summary Compensation Table and 2022 CIP paid in 2023 ($8,131), which is reflected in “Non-Equity Incentive Plan Compensation” in the 2022 Summary Compensation Table.
(8)The amount in the first column reflects the deferral of a portion of Ms. Beredo’s 2023 base salary ($42,083), which is reflected as “Salary” in the 2023 Summary Compensation Table and 2022 CIP paid in 2023 ($7,118), which is reflected in “Non-Equity Incentive Plan Compensation” in the 2022 Summary Compensation Table.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Company has entered into certain agreements and maintains certain plans under which the Company would provide compensation to NEOs in the event of a termination of employment or a
change-in-control of the Company. The payment and benefit levels disclosed in the table below are determined under the various triggering events pursuant to these agreements that both define what constitutes the triggering event and provides those payments that would be due upon the occurrence of such events.
Severance agreements have been executed with and are in effect for Messrs. Chambers,
Fister, Parks,
Sandri, and Smith,
Sandri and Ms. Beredo that provide, under certain termination scenarios as reflected in the table below, for the payment of an amount equal to two times base salary and annual incentive compensation amounts plus continuation of health insurance coverage for a maximum period of one year. The severance agreements provide for payments upon a
change-in-control only if the individual is also terminated for reasons other than cause in connection with the
change-in-control. Payments under the severance agreements are made in cash and are paid in the same manner as the regular payroll payments over a
24-month period. Health care coverage provided under the severance agreements is provided
in-kind.The CIP and the PSU awards each contain provisions that require continued employment during the performance period in order to be eligible to receive a payout under the plans, absent a
change-in-control. However, for death or disability which occurs during the performance period, the NEO may receive an award for that performance period; and in the case of a qualified retirement which occurs within the performance period the NEO may receive a
pro-rated award for that performance period. CIP payments are made in
one-time, lump-sum payments of cash following the performance period.
The Stock Plan provides, under certain circumstances as described above, for acceleration of vesting of restricted stock, restricted stock units, performance share units,RSUs, PSUs and option awards. Accelerated vesting of outstanding restricted stock, restricted stock units, performance share units,RSUs, PSUs and option awards may only occur upon death, disability, or a change-in-control. In the case of a qualified retirement, certain RSU shares will continue to vest as if the NEO
were still employed. In addition, prior stock option grants provide for two years to exercise the award, but no later than original expiration, in the event of retirement.
The NEOs are entitled, upon or following their termination, to their accrued benefits under the Executive Supplemental Plan and their
Companycompany contributions to the Deferred Compensation plan, according to their disbursement election. NEOs would also be entitled to the normal vested pension benefits and other vested benefits which are generally available to all salaried employees who terminate employment with the Company under various circumstances.
Upon the occurrence of any triggering event, the payment and benefit levels would be determined under the terms of the agreement. The specific definitions of the triggering events are set forth in detail in the agreements which have been filed as exhibits to prior disclosures. In addition, severance payments are paid contingent upon confidentiality, a mutual release, and an agreement not to compete. Each of the retirement payments of vested accrued benefits or deferred compensation payments that would have occurred upon a termination event described herein are set forth in the narrative to the 20212023 Pension Benefits Table and 2021 2023 Non-Qualified Deferred Compensation Table above.
PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE (assumesAssumes termination or change-in-control as of December 29, 2023)
($ in thousands)
| | | | | | | | | | | | | | | | | | | | |
| EVENT AND AMOUNTS | BRIAN D. CHAMBERS | TODD W. FISTER | MARCIO A. SANDRI | GUNNER S. SMITH | GINA A. BEREDO | |
| | | | | | |
| Voluntary Termination | | | | | | |
| No other payments due | — | | — | | — | | — | | — | | |
| Retirement | | | | | | |
| No other payments due | — | | — | | — | | — | | — | | |
| Involuntary Termination for Cause | | | | | | |
| No other payments due | — | | — | | — | | — | | — | | |
| Involuntary Not-For-Cause Termination | | | | | | |
| CIP | 3,360 | | 1,013 | | 957 | | 945 | | 833 | | |
| Restricted Stock Awards (1) | — | | — | | — | | — | | — | | |
| Performance Share Units (2) | — | | — | | — | | — | | — | | |
| Cash Severance | 5,760 | | 2,363 | | 2,233 | | 2,205 | | 1,943 | | |
| Health Care Continuation (3) | 15 | | 22 | | 21 | | 22 | | 21 | | |
| Outplacement Services (3) | 18 | | 18 | | 18 | | 18 | | 18 | | |
| Termination Upon a Change-in-Control | | | | | | |
| CIP | 3,360 | | 1,013 | | 957 | | 945 | | 833 | | |
| Restricted Stock Awards (1) | 9,511 | | 2,252 | | 1,839 | | 2,892 | | 3,211 | | |
| Performance Share Units (2) | 24,475 | | 4,474 | | 4,668 | | 4,474 | | 4,995 | | |
| Cash Severance | 5,760 | | 2,363 | | 2,233 | | 2,205 | | 1,943 | | |
| Health Care Continuation (3) | 15 | | 22 | | 21 | | 22 | | 21 | | |
| Outplacement Services (3) | 18 | | 18 | | 18 | | 18 | | 18 | | |
| Change-in-Control with No Termination | | | | | | |
| Restricted Stock Awards (1) | 9,511 | | 2,252 | | 1,839 | | 2,892 | | 3,211 | | |
| Performance Share Units (2) | 24,475 | | 4,474 | | 4,668 | | 4,474 | | 4,995 | | |
| Pre-Retirement Death | | | | | | |
| CIP | 3,360 | | 1,013 | | 957 | | 945 | | 833 | | |
| Restricted Stock Awards (1) | 9,511 | | 2,252 | | 1,839 | | 2,892 | | 3,211 | | |
(1)For restricted stock unit awards, vesting is generally incremental over a four-year period and any unvested portion is forfeited upon termination for reasons other than death, disability, or qualified retirements. For the 2020, 2021, and 2022 RSU grants, as of December 29, 2023, Mr. Chambers, and Mr. Sandri are eligible for continued vesting upon a qualified retirement. Vesting on stock awards and appointment/retention awards is otherwise only accelerated in the case of death, disability, or change-in-control. The amounts reflected in the table are calculated based on the closing stock price as of December 29, 2023 of $148.23.
(2)Performance share unit awards are not forfeited upon death or disability, but would vest in full as of the date of death or disability and payout would be determined consistent with performance only at the end of the performance period. The value of awards at the end of the performance period is uncertain and would reflect the performance against the established performance targets. For involuntary termination, voluntary termination, or for termination for cause occurring before vesting, these awards would be forfeited. For the 2022 and 2023 PSU grants as of December 31, 2021)($2023, Mr. Chambers, and Mr. Sandri are eligible for pro-rata vesting upon a qualified retirement. Payout of performance share unit awards is otherwise only accelerated in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | |
EVENT AND AMOUNTS | | BRIAN D.
CHAMBERS | | KENNETH S.
PARKS | | GINA A.
BEREDO | | DANIEL T.
SMITH | | MARCIO A.
SANDRI |
| | | | | | |
Voluntary Termination | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
No other payments due | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | |
| | | | | | |
Retirement | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
No other payments due | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | |
| | | | | | |
Involuntary Termination for Cause | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
No other payments due | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | |
| | | | | | |
Involuntary Not-For-Cause Termination | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
CIP | | | | 2,625 | | | | | 919 | | | | | 370 | | | | | 788 | | | | | 761 | |
| | | | | | |
Restricted Stock Awards (2) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | |
| | | | | | |
Performance Share Units (3) | | | | — | | | | | — | | | | | — | | | | | — | | | | | — | |
| | | | | | |
Cash Severance | | | | 5,400 | | | | | 2,450 | | | | | 1,750 | | | | | 2,100 | | | | | 2,030 | |
| | | | | | |
Health Care Continuation (1) | | | | 19 | | | | | 19 | | | | | 19 | | | | | 13 | | | | | 19 | |
| | | | | | |
Outplacement Services (1) | | | | 21 | | | | | 21 | | | | | 21 | | | | | 21 | | | | | 21 | |
| | | | | | |
Termination Upon a Change-in-Control | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
CIP | | | | 2,625 | | | | | 919 | | | | | 370 | | | | | 788 | | | | | 761 | |
| | | | | | |
Restricted Stock Awards (2) | | | | 5,731 | | | | | 2,223 | | | | | 1,328 | | | | | 1,359 | | | | | 1,204 | |
| | | | | | |
Performance Share Units (3) | | | | 17,819 | | | | | 5,269 | | | | | 885 | | | | | 3,887 | | | | | 3,674 | |
| | | | | | |
Cash Severance | | | | 5,400 | | | | | 2,450 | | | | | 1,750 | | | | | 2,100 | | | | | 2,030 | |
| | | | | | |
Health Care Continuation (1) | | | | 19 | | | | | 19 | | | | | 19 | | | | | 13 | | | | | 19 | |
| | | | | | |
Outplacement Services (1) | | | | 21 | | | | | 21 | | | | | 21 | | | | | 21 | | | | | 21 | |
| | | | | | |
Change-in-Control with No Termination | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
Restricted Stock Awards (2) | | | | 5,731 | | | | | 2,223 | | | | | 1,328 | | | | | 1,359 | | | | | 1,204 | |
| | | | | | |
Performance Share Units (3) | | | | 17,819 | | | | | 5,269 | | | | | 885 | | | | | 3,887 | | | | | 3,674 | |
| | | | | | |
Pre-Retirement Death | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | |
CIP | | | | 2,625 | | | | | 919 | | | | | 370 | | | | | 788 | | | | | 761 | |
| | | | | | |
Restricted Stock Awards (2) | | | | 5,731 | | | | | 2,223 | | | | | 1,328 | | | | | 1,359 | | | | | 1,204 | |
| (1) | Where eligible for such benefits, the amount includes both health care continuation coverage and/or outplacement services. The value of health care continuation is based on the Company’s net plan cost and the coverage category in which the executive is enrolled; this value assumes that the executive continues to pay the employee portion of the premium. The value of outplacement services assumes the maximum services available under the severance agreement. As a practical matter the actual value of such services is typically substantially less than the maximum.
|
| (2) | For restricted stock and restricted stock unit awards, vesting is generally incremental over a four-year period and any non-vested portion is forfeited upon termination for reasons other than death, disability, or qualified retirements. For the 2019 and 2020 RSU grants, as of December 31, 2021, Messrs. Chambers, Smith, and Sandri are eligible for continued vesting upon a qualified retirement. Vesting on these stock awards and appointment/retention awards is otherwise only accelerated in the case of death, disability, or change-in-control. The amounts reflected in the table are calculated based on the closing stock price as of December 31, 2021 of $90.50.
|
| (3) | Performance Share Unit awards are not forfeited upon death or disability, but would vest in full as of the date of death or disability and payout would be determined consistent with performance only at the end of the performance period. The value of awards at the end of the performance period is uncertain and would reflect the performance against the established performance targets. For involuntary termination, voluntary termination, or for termination for cause occurring before vesting, these awards would be forfeited. For the 2020 PSU grants as of December 31, 2021, Messrs. Chambers, Smith, and Sandri are eligible for pro-rata vesting upon a qualified retirement. Payout of Performance Share Unit awards is otherwise only accelerated in the case of a change-in-control. For this table it is assumed that Performance Share Units would pay out at maximum for a change-in-control, and disclosure is calculated based on the closing stock price as of December 31, 2021.
|
the case of a change-in-control. For this table it is assumed that PSUs would pay out at maximum for a change-in-control, and disclosure is calculated based on the closing stock price as of December 29 2023. (3)Where eligible for such benefits, the amount includes both health care continuation coverage and/or outplacement services. The value of health care continuation is based on the Company’s net plan cost and the coverage category in which the executive is enrolled; this value assumes that the executive continues to pay the employee portion of the premium. The value of outplacement services assumes the maximum services available under the severance agreement. As a practical matter, the actual value of such services is typically substantially less than the maximum.
2023 NON-MANAGEMENT DIRECTOR COMPENSATION
The following table sets forth the compensation for
20212023 of the
non-management members of the Board. Employee directors do not receive additional compensation for such service. The narrative that follows the table describes the compensation programs applicable to the
non-management directors during
2021. | | | | | | |
NAME | | FEES EARNED OR PAID IN CASH ($)(1) | | STOCK AWARDS ($)(2) | | TOTAL
($) |
| | | | |
Eduardo E. Cordeiro | | 103,000 | | 154,492 | | 257,492 |
| | | | |
Adrienne D. Elsner | | 50,000 | | 199,959 | | 249,959 |
| | | | |
Brian J. Ferguson (3) | | — | | 72,796 | | 72,796 |
| | | | |
Alfred E. Festa | | — | | 250,068 | | 250,068 |
| | | | |
Ralph F. Hake (3) | | 29,121 | | 43,716 | | 72,837 |
| | | | |
Edward F. Lonergan | | — | | 264,977 | | 264,977 |
| | | | |
Maryann T. Mannen | | 108,000 | | 161,988 | | 269,988 |
| | | | |
Paul E. Martin | | 90,833 | | 136,144 | | 226,977 |
| | | | |
W. Howard Morris | | 100,000 | | 149,946 | | 249,946 |
| | | | |
Suzanne P. Nimocks | | 111,000 | | 166,515 | | 277,515 |
| | | | |
John D. Williams | | 108,000 | | 161,903 | | 269,903 |
(1) | Includes the cash amount of the annual retainers for service on the Board and in certain Board leadership positions for 2021.
|
(2) | The amounts shown in this column relate to stock granted as the equity component of the directors’ retainers under the Stock Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock granted during 2021.
|
(3) | Messrs. Ferguson and Hake retired from the Board in 2021.
|
2023.
| | | | | | | | | | | | | | |
| NAME | FEES EARNED
OR PAID IN
CASH ($)(1) | STOCK
AWARDS ($)(2) | TOTAL ($) | |
| | | | |
| Eduardo E. Cordeiro | 110,000 | | 165,000 | | 275,000 | | |
| Adrienne D. Elsner | 104,000 | | 156,000 | | 260,000 | | |
| Alfred E. Festa | — | | 260,000 | | 260,000 | | |
| Edward F. Lonergan | — | | 280,000 | | 280,000 | | |
| Maryann T. Mannen | 114,000 | | 171,000 | | 285,000 | | |
| Paul E. Martin | 104,000 | | 156,000 | | 260,000 | | |
| W. Howard Morris | 104,000 | | 156,000 | | 260,000 | | |
| Suzanne P. Nimocks | 124,000 | | 186,000 | | 310,000 | | |
| John D. Williams | 104,000 | | 156,000 | | 260,000 | | |
(1)Includes the cash amount of the annual retainers for service on the Board and in certain Board leadership positions for 2023.
(2)The amounts shown in this column relate to stock granted as the equity component of the directors’ retainers under the Stock Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock granted during 2023.
NON-EMPLOYEE DIRECTOR COMPENSATION
We have designed our
Non-Employee Director Compensation program to: (1) align directors’ interests with the long-term interests of our
shareholders;stockholders; (2) attract and retain outstanding director candidates with diverse backgrounds and experiences; and (3) recognize the substantial time commitment required to serve as
an Owens Corninga Company director. At least every two years, the Compensation Committee reviews the Company’s
director compensationNon-Employee Director Compensation program to determine whether it remains consistent with these objectives as well
as market median positioning. When making its recommendations, the Compensation Committee considers director compensation levels at the same group of companies used to benchmark the NEOs’ compensation, and takes advice from and reviews data compiled by
Consultant.its independent compensation consultant, Meridian Compensation Partners, LLC. See “Competitive Positioning” on page
32.34. At its September 2023 Committee meeting, the Committee approved an increase of the annual Board retainer to $280,000, effective January 1, 2024, an increase of $20,000 from 2023.
During
2021,2023, the Company compensated each
non-management director pursuant to a standard annual retainer arrangement that does not involve the payment of meeting fees. This arrangement provides for an annual retainer and annual chair retainer as
approvedrecommended by the Compensation Committee. Each
non-management director received an annual Board retainer of
$250,000. The Chair$260,000. Each of
Compensation,the Chairs of the Governance and
Nominating Committee and the Finance
CommitteesCommittee received an additional annual retainer of
$15,000, prorated if only part$15,000. The Chair of the
year was served in the Chair position.Compensation Committee received an additional annual retainer of $20,000. The Chair of the Audit Committee received an additional annual retainer of
$20,000,$25,000, and the Lead Independent Director received an additional annual retainer in the amount of
$25,000.$35,000. All retainers were paid in a combination of stock and cash based on the director’s election (subject to a minimum 60% stock requirement). Stock compensation for annual retainers may be deferred beyond the distribution date pursuant to a written election executed prior to the start of the year. The annual retainers are otherwise paid on a quarterly basis.
Non-management directors receive no perquisites.
Our stock ownership guidelines currently provide that each
non-management director must own stock with a value of five times the maximum cash retainer. As of the date of this Proxy Statement, all
non-management directors
with more than three years of tenure on the Board hold stock in excess of the ownership guidelines.
Owens Corning
The Company maintains a Deferred Compensation Plan under which non-management directors have been permitted to defer some or all of their cash compensation. Such deferred cash compensation will be credited to an individual account and will accrue gains or losses under notional investment funds available under the plan and as selected by the director (the available fund options include a fund indexed to Company common stock). The Company does not match or make any additional deferred compensation contributions for directors.
EQUITY COMPENSATION PLAN INFORMATION
Information regarding
Owens Corning’sthe Company’s equity compensation plans as of December 31,
2021,2023 is as follows:
| | | | | | | | | | | | | | | |
| | | |
| | | (a) | | (b) | | (c) |
| | | |
| PLAN CATEGORY | | NUMBER OF SECURITIES TO BE ISSUED UPON EXERCISE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS | | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (2) | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (EXCLUDING SECURITIES REFLECTED IN COLUMN (a)) |
| | | |
Equity compensation plans approved by security holders (1) | | | | 55,900 | | | | $ | 39.34 | | | | | 3,100,942 | |
| | | |
Equity compensation plans not approved by security holders | | | | — | | | | | — | | | | | — | |
| | | |
TOTAL | | | | 55,900 | | | | $ | 39.34 | | | | | 3,100,942 | |
| (1) | Relates to the Owens Corning 2019 Stock Plan, which authorizes the grant of stock options, stock appreciation rights, restricted stock units, bonus stock awards, and performance share awards. Because this amount covers performance awards, it may overstate actual dilution.
|
| (2) | Restricted stock units and performance share units are not taken into account in the weighted-average exercise price as such awards have no exercise price.
|
| | | | | | | | | | | | | | |
| PLAN CATEGORY | NUMBER OF
SECURITIES TO BE ISSUED
UPON EXERCISE OF
OUTSTANDING
OPTIONS, WARRANTS
AND RIGHTS | WEIGHTED-AVERAGE
EXERCISE PRICE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS (2) | NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER EQUITY
COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN (a))(3) | |
| (a) | (b) | (c) | |
| | | | |
Equity compensation plans approved by
security holders (1) | 1,688,583 | | $ | 37.65 | | 3,393,922 | | |
Equity compensation plans not approved by
security holders | — | — | — | |
| TOTAL | 1,688,583 | | $ | 37.65 | | 3,393,922 | | |
(1)Relates to the Owens Corning 2023 Stock Plan, which authorizes the grant of stock options, stock appreciation rights, RSUs, bonus stock awards and PSUs. PSUs are reflected at target.
(2)RSUs and PSUs are not taken into account in the weighted-average exercise price as such awards have no exercise price.
(3)All of these shares may be issued with respect to award vehicles other than just stock options, stock appreciation rights, or other rights to acquire shares.
RATIFICATION OF THE SELECTION OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board
of Directors has selected PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for
2022,2024, subject to ratification by our
shareholders.stockholders.
Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting and available to respond to
questions. Theyappropriate questions presented in advance of the Annual Meeting. The representatives will also have the opportunity to make a statement if they desire to do so.
We are asking our
shareholdersstockholders to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for
2022.2024. Although ratification is not required by our Bylaws or otherwise, the Board has submitted the selection of PricewaterhouseCoopers LLP to our
shareholdersstockholders for ratification because we value our
shareholders’stockholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate
governance practice. In the event that our
shareholdersstockholders fail to ratify the selection, it will be considered a direction to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion may select a different independent public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our
shareholders.stockholders.
RECOMMENDATION REGARDING PROPOSAL 2: | | | | | | | | | | | |
| | | |
| ü | | The Board of Directors and the Audit Committee recommend a vote “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2024. | |
| | | |
APPROVAL, ON AN ADVISORY BASIS, OF
OUR NAMED EXECUTIVE OFFICER COMPENSATION
The Company is presenting the following
This proposal
which gives
shareholdersstockholders the opportunity to cast a
non-binding advisory vote to approve the compensation of our
named executive officersNEOs by voting for or against the resolution below. This resolution is required pursuant to Section 14A of the
Securities Exchange
Act of 1934, as amended (the “Exchange Act”).Act. Consistent with the preference expressed by our
shareholders,stockholders, the Company will hold this advisory vote on an annual basis,
(thewith the next
advisory vote
is anticipatedexpected to be held at the
20232025 Annual
Meeting) until the next non-binding vote on the frequency with which advisory votes to approve named executive officer compensation should be held.Meeting of Stockholders.
In considering your vote, we encourage you to review the Compensation Discussion and Analysis section and the compensation tables and narratives in this Proxy Statement. The Company believes its compensation philosophy and programs are strongly linked to performance and results and appropriately aligned with the interests of
shareholders.stockholders.•Compensation opportunities are generally competitive with market median practices. Actual compensation levels may exceed target levels to the extent Company and individual performance exceedsexceed target level performance. In the event performance is below targeted levels, actual pay levels may be below target levels.
•A significant majority of total compensation is performance-based.
•Executives are appropriately focused on achieving annual financial and operational goals through the Company’s annual Corporate Incentive Plan and on maximizing shareholderstockholder value over the long term, through grants of restricted stock unitsRSUs and performance share units.
PSUs.Accordingly, the Company is asking
shareholdersstockholders to vote FOR the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s
shareholdersstockholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narratives and any related disclosure in the Proxy Statement.”
While our Board of Directors and Compensation Committee intend to consider carefully the
shareholderstockholder vote resulting from the proposal, the final vote will not be binding and is advisory in nature.
The affirmative vote of a majority of the votes
thatwhich could be cast by the holders of all stock entitled to vote that are present in person or by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers.
The Board of Directors recommends that you vote FOR approval,
RECOMMENDATION REGARDING PROPOSAL 3:
| | | | | | | | | | | |
| | | |
| ü | | The Board of Directors recommends that you vote “FOR” approval, on an advisory basis, of the compensation of our named executive officers. | |
| | | |
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the compensationExchange Act and SEC regulations require Owens Corning’s directors, certain officers and greater than ten percent stockholders to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Owens Corning undertakes to file such forms on behalf of our named executive officers.current reporting directors and officers pursuant to a power of attorney given to certain attorneys-in-fact. Reporting directors, officers and greater than ten percent stockholders are also required by the SEC rules to furnish Owens Corning with copies of all Section 16(a) reports they file.
Except as disclosed below, based solely on our review of copies of such reports received and/or written representations from such reporting directors, officers, and greater than ten percent stockholders, Owens Corning believes that all Section 16(a) filing requirements applicable to its reporting directors, officers, and greater than ten percent stockholders were complied with during fiscal year 2023. However, one transaction on the Form 4 filed on September 12, 2023 for Kenneth S. Parks, our former Executive Vice President and Chief Financial Officer, which reported the settlement of PSUs, should have been filed upon the Compensation Committee’s determination on February 1, 2023 regarding the number of PSUs to be awarded based on achievement of the performance metrics associated with the award. Although Mr. Parks did not receive the PSUs until the service-based vesting requirement was met on September 8, 2023, the Form 4 was required to be filed by February 3, 2023.
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF
SHAREHOLDERSSTOCKHOLDERS
Under
theSEC rules,
of the SEC, if a
shareholderstockholder wants us to include a proposal in our Proxy Statement and form of proxy for presentation at our
20222025 Annual Meeting of
Shareholders,Stockholders, the proposal must be received by us at our principal executive offices at Attn: Corporate Secretary, One Owens Corning Parkway, Toledo, Ohio 43659 by November
10, 2022.7, 2024. However, in the event that we hold our
20232025 Annual Meeting of
ShareholdersStockholders more than 30 days before or 30 days after the
one-year anniversary date of the
20222024 Annual Meeting, we will disclose the new deadline by which
shareholderstockholder proposals must be received under Item 5 of our earliest possible Quarterly Report on
Form 10-Q or, if impracticable, by any means reasonably calculated to inform
shareholders.stockholders. The proposal should be sent to the attention of the
Corporate Secretary of the Company.
Under our Bylaws, and as permitted by the rules of the SEC, certain procedures are provided that a
shareholderstockholder must follow to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of
Shareholders.Stockholders. These procedures provide that for nominations of director nominees and/or another item of business to be properly brought before an Annual Meeting of
Shareholders,Stockholders, a
shareholderstockholder must give timely notice of such nomination or other item of business, as well as any other information required by our Bylaws in writing to the
Corporate Secretary of the Company at our principal executive offices and such other item of business must otherwise be a proper matter for
shareholderstockholder action. If you are a
shareholderstockholder and desire to
introducenominate a
nominationdirector for election or propose an item of business at our
20232025 Annual Meeting of
Shareholders,Stockholders, you must deliver the notice of your intention to do so:
•not earlier than the close of business on December 15, 202219, 2024 and not later than the close of business on January 14, 202318, 2025 if the date of the 20232025 Annual Meeting is held within 30 days before or 60 days after the first anniversary of this year’s Annual Meeting;
| • | | not earlier than the 120th day prior to the date of the 2022 Annual Meeting and not later than the later of the 90th day prior to the date of the 2023 Annual Meeting and the 10th
•not earlier than the close of business on the 120th day prior to the date of the 2025 Annual Meeting and not later than the later of the close of business on the 90th day prior to the date of the 2025 Annual Meeting and the 10th day following the day on which a public announcement of the date of the 2023 Annual Meeting is first made by the Company if the date of the 2023 Annual Meeting is more than 30 days before or more than 60 days after the first anniversary of the date of this year’s Annual Meeting; or |
| • | | in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors by January 4, 2023 only with respect to nominees for any new positions created by such increase, not later than the 10th day following the day on which such public announcement is made by the Company.
|
In addition to satisfying the requirements under our Bylaws, to comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees other than the company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act, which notice must be postmarked or transmitted electronically to us at our principal executive offices no later than 60 calendar days prior to the 1st anniversary of this year’s Annual Meeting. If the date of the 2023 Annual Meeting is changed by more than 30 calendar days from the 1st anniversary of this year’s Annual Meeting, the notice must be provided by the later of 60 calendar days prior to the date of the 2023 Annual Meeting or the 10th calendar day following the day on which public announcement of the date of the 20232025 Annual Meeting is first made. Accordingly formade by the 2023Company if the date of the 2025 Annual Meeting you must deliveris more than 30 days before or more than 60 days after the first anniversary of the date of this year’s Annual Meeting; or
•in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors by January 8, 2025 only with respect to nominees for any new positions created by such notice noincrease, not later than February 13, 2023.the close of business on the 10th day following the day on which such public announcement is made by the Company.
These time limits also apply in determining whether notice is timely for purposes of SEC rules relating to the exercise of discretionary voting authority. If we do not receive timely notice, or if we meet other SEC requirements, the persons named as proxies in the proxy materials relating to the
meetingAnnual Meeting will use their discretion in voting at the meeting.
The
As of the date of this Proxy Statement, the Board is not aware of any matters that are expected to come before the
2022 Annual Meeting other than those referred to in this Proxy Statement. If any other matter should come before the Annual Meeting, the persons named as proxies intend to vote the proxies in accordance with their best judgment.
The Chair of the Annual Meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing
procedures.procedures or take other specific actions to regulate the conduct of the meeting.
Whether or not you plan to attend the Annual Meeting, your vote is important. Please vote on the internet, by telephone or by mail.
If you vote by telephone, the call is toll-free. No postage is required for mailing in the United States if you vote by mail using the enclosed prepaid envelope.
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
WHY DID I RECEIVE THESE PROXY MATERIALS?
We are providing these proxy materials in connection with the solicitation by the Board
of Owens Corning on behalf of the Company of proxies to be voted at the
2022 Annual Meeting and at any adjournment or postponement thereof. On or about March
10, 2022,7, 2024, we
beganwill begin distributing these proxy materials to
shareholders.stockholders.
Holders of Owens Corning common stock at the close of business on February
17, 2022,20, 2024, the record date for the Annual Meeting, are entitled to receive this Proxy Statement and to vote their shares at the Annual Meeting. As of
thatthe record date, there were
99,068,12686,991,467 shares of common stock outstanding and entitled to
vote.vote at the Annual Meeting. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. All
shareholdersstockholders of record or their authorized representatives may vote at the Annual Meeting.
You may vote using one of the following methods:
| • | | vote through the internet at www.proxyvote.com using the instructions included on the proxy card or voting instruction card;
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•vote through the internet at www.proxyvote.com using the instructions included on the proxy card or voting instruction card;
•vote by telephone using the instructions on the proxy card or voting instruction card;
•complete and return a written proxy or voting instruction card;
| • | | attend and vote at the virtual Annual Meeting at www.virtualshareholdermeeting.com/OC2022
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•attend and vote at the virtual Annual Meeting at www.virtualshareholdermeeting.com/OC2024.
Your vote is important. Please vote promptly.
WILL MY SHARES BE VOTED IF I DO NOT PROVIDE INSTRUCTIONS TO MY BROKER?
If you are the beneficial owner of shares held in “street name” by a broker, the broker (as the record holder of the shares) is required to vote those shares in accordance with your instructions. If you do not provide instructions, your broker will not be able to vote your shares on “non-discretionary”“non-discretionary” proposals. The only item at the Annual Meeting that is “discretionary” is ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Accordingly, if you are a beneficial owner, your broker or other holder of record is permitted to vote your shares on the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm even if the shareholderstockholder of record does not receive voting instructions from you. WHAT CAN I DO IF I CHANGE MY MIND AFTER I VOTE MY SHARES?
If you are a
shareholderstockholder of record, you can revoke your proxy before it is exercised by:
•written notice to the Corporate Secretary of the Company;
•timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the internet; or
•voting at the virtual Annual Meeting.
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker or other holder of record.
All shares that have been properly voted and not revoked will be voted at the Annual Meeting.
WHY ARE YOU HOLDING A VIRTUAL MEETING?
To 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, our
Our Annual Meeting is being held on a virtual-only basis with no physical location. We
have decided to hold the Annual Meeting virtually again this year because hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, provides for cost savings to the Company and our stockholders, and reduces the environmental impact of our Annual Meeting. Our goal for the Annual Meeting is to enable the broadest number of stockholders to participate in the meeting, while providing similar access to an in-person meeting. We believe that we are observing best practices for virtual
shareholderstockholder meetings, including by providing technical assistance and addressing as many
shareholderstockholder questions as time allows.
HOW CAN I ATTEND THE ANNUAL MEETING? Our virtual Annual Meeting will be conducted on the internet via webcast. You will be able to participate online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/OC2022. ShareholdersOC2024. Stockholders will be able to vote their shares electronically during the Annual Meeting.
For admission to the Annual Meeting, you must have been a shareholderstockholder at the close of business on February 17, 2022.20, 2024, the record date. Only shareholdersstockholders who are eligible to vote at the Annual Meeting or their authorized representatives are permitted to attend. You will need the 16-digit control number included on your proxy card or your voting instruction form. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time on April 14, 2022.18, 2024. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 8:30 a.m. Eastern Time.
The virtual Annual Meeting platform is fully supported across browsers
(Internet Explorer, Firefox,(Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong internet connection wherever they intend to participate in the Annual Meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting.
WHAT IF I HAVE TECHNICAL DIFFICULTIES ATTENDING THE ANNUAL MEETING?
Technical support, including related technical support phone numbers, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/OC2022OC2024 beginning at 8:30 a.m. Eastern Time on April 14, 202218, 2024 through the conclusion of the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. HOW DO I ASK QUESTIONS AT THE ANNUAL MEETING?
Shareholders
Stockholders will have substantially the same opportunities to participate as they would have at an in-person meeting. ShareholdersStockholders may submit questions prior to the Annual Meeting.Meeting through the Annual Meeting portal on the internet. All questions must be submitted no later than 11:59 p.m. Eastern Time on April 12, 2022.16, 2024. If you wish to submit a question prior to the Annual Meeting, you may do so by logging into www.ProxyVote.comwww.proxyvote.com, and selecting the “Submit Questions” option. Appropriate questions related to the business of the Annual Meeting (the proposals being voted upon) may be answered during the Annual Meeting, subject to time constraints.
Additional information regarding the ability of shareholdersstockholders to ask questions during the Annual Meeting, related rules of conduct and other materials for the Annual Meeting will be available at www.virtualshareholdermeeting.com/OC2022OC2024. WHAT ARE THE VOTING REQUIREMENTS TO ELECT THE DIRECTORS AND TO APPROVE THE PROPOSALS DISCUSSED IN THIS PROXY STATEMENT?
The presence of the holders of a majority of the shares of common stock entitled to vote at the Annual Meeting, present virtually or represented by proxy, is necessary to constitute a quorum.
•Election of Directors
Ten Director NomineesYour proxy will vote 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. Director nominees are elected to the Board at the Annual Meeting by a majority of votes cast. 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, your proxy may vote for another nominee proposed by the Board of Directors. We do not know of any nominee for the Board of Directors who would be unable to serve if elected.
•Ratification of the Selection of PricewaterhouseCoopers LLP
as our Independent Registered Public Accounting FirmAlthough ratification is not required by our Bylaws or otherwise, we are asking our
shareholdersstockholders to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for
2022.2024. The affirmative vote of a majority of the votes which could be cast by the holders of all stock entitled to vote which are present in person or by proxy at the Annual Meeting is required to approve the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for
2022.2024. Abstentions will count as present and entitled to vote for purposes of this proposal and will have the effect of a vote against this proposal. This proposal is considered a “discretionary” proposal and, as a result, we do not expect broker
non-votes on this proposal.
Say•Approval, on Pay
an advisory basis, of our Named Executive Officer Compensation (Say-on-Pay)The affirmative vote of a majority of the votes which could be cast by the holders of all stock entitled to vote which are present in person or by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers. Abstentions will count as present and entitled to vote for purposes of this proposal and will have the effect of a vote against this proposal. Broker non-votes are not considered entitled to vote on this proposal and, as a result, broker non-votes will not have any effect on this proposal.
COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
At the time this Proxy Statement
went to press,was filed, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. However, if other matters should be properly presented at the
meeting,Annual Meeting, the proxy holders will have the discretion to vote your shares in accordance with their best judgment.
WHO WILL TABULATE THE VOTES?
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election. Gina A. Beredo has been appointed to serve as an alternate inspector of election in the event Broadridge is unable to serve.
WHO WILL PAY THE COST OF THIS PROXY SOLICITATION?
The Company will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers, or employees in person or by telephone, electronic transmission or facsimile transmission, and such persons will not receive additional compensation for their solicitation efforts. We have hired InnisFree M&A Incorporated to assist in the distribution and solicitation of proxies for a fee of
$25,000,$30,000, plus reasonable expenses, for these services.
WHAT IS “HOUSEHOLDING” AND HOW DOES IT AFFECT ME?
We have adopted a procedure approved by the SEC called “householding.” This procedure is designed to reduce the volume of duplicate information received at your household and helps us reduce our printing and mailing costs. Under this procedure,
shareholdersstockholders of record who have the same address and last name
and do not participate in electronic delivery of proxy materials will receive only one copy of our Notice of Annual Meeting and Proxy Statement and accompanying documents, unless one or more of these
Shareholdersstockholders notifies us otherwise.
Shareholders
Stockholders who participate in householding will continue to receive separate proxy cards.
If you are eligible for householding, but you and other
shareholdersstockholders of record with whom you share an address currently receive multiple copies of the Notice of Annual Meeting and Proxy Statement and accompanying documents, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, contact Broadridge Financial Solutions, Inc. at
1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting and Proxy Statement and the accompanying documents, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact Broadridge as indicated above. Broadridge will, upon written or oral request, promptly deliver a separate copy of the Notice of Annual Meeting and Proxy Statement and the accompanying documents to a
shareholderstockholder at a shared address to which a single copy
of the annual report or proxy statement was delivered.
Beneficial owners can request information about householding from their brokers or other holders of record.
FORWARD LOOKING
FORWARD-LOOKING STATEMENTS
These proxy materials contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.Act. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from any results projected in the statements. These risks, uncertainties and other factors include, without limitation: the severity and duration of the current COVID-19 pandemic on our operations, customers and suppliers, as well as related actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict; levels of residential and commercial andor industrial construction activity; demand for our products; industry and economic conditions including, but not limited to, supply chain disruptions, recessionary conditions, inflationary pressures, interest rate and financial markets volatility, and the viability of banks and other financial institutions; availability and cost of energy and raw materials; levels of global industrial production; competitive and pricing factors; demand for our products; relationships with key customers;customers and customer concentration in certain areas; issues related to acquisitions, divestitures and joint ventures or expansions;expansions, including the planned acquisition of Masonite International Corporation (“Masonite”); climate change, weather conditions and storm activity; legislation and related regulations or interpretations, in the United States or elsewhere; domestic and international economic and political conditions, including new legislation, policies or other governmental actions, in the U.S. or elsewhere; industryas well as war and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders; climate change, weather conditions and storm activity;civil disturbance; changes to tariff, trade or investment policies or laws; uninsured losses, including those from natural disasters, catastrophes, pandemics, catastrophe, theft or sabotage; availability and cost of energy, transportation, raw materialsenvironmental, product-related or other inputs; legal and regulatory liabilities, proceedings including litigation and environmentalor actions; research and development activities and intellectual property protection; issues involving implementation and protection of Informationinformation technology systems; achievementforeign exchange and commodity price fluctuations; our level of indebtedness, including the planned acquisition of Masonite; our liquidity and the availability and cost of credit; our ability to achieve expected synergies, cost reductions and/or productivity improvements; the level of fixed costs required to run our business; foreign exchange and commodity price fluctuations; our level of indebtedness; our liquidity and the availability and cost of credit; levels of goodwill or other indefinite-lived intangible assets; price volatility in certain wind energy markets in the U.S.; our ability to utilize net operating loss carry-forwards; loss of key employees and labor disputes or shortages; our ability to complete and successfully integrate the Masonite acquisition; any material adverse changes in the business of Masonite; the ability to obtain required regulatory, shareholder or other third-party approvals and consents and otherwise complete the Masonite acquisition; our ability to achieve the strategic and other objectives relating to the Masonite acquisition, including any expected synergies, and the strategic review of our global glass reinforcements business; defined benefit plan funding obligations; our ability to achieve our sustainability goals; and factors detailed from time to time in the company’s Securities and Exchange CommissionSEC filings. The information in these proxy materials speaks as of March 10, 2022, and is subject to change. The companyCompany does not undertake any duty to update or revise forward-looking statements except as required by federal securities laws. Any distribution of these proxy materials after that date is not intended and should not be construed as updating or confirming such information. Forward-looking and other statements in these proxy materials regarding our GHG reduction plans and goals are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking GHG-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve and assumptions that are subject to change in the future.
OWENS CORNING WORLD HEADQUARTERS
ONE OWENS CORNING PARKWAY
TOLEDO, OHIO, U.S.A. 43659 THE PINK PANTHERTMPANTHER™ & 1964 -2022© 1964–2024 Metro-Goldwyn-Mayer Studios Inc. All Rights Reserved. © 20222024 Owens Corning. All Rights Reserved.
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VIEW MATERIALS & VOTE
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OWENS CORNING
ONE OWENS CORNING PARKWAY
TOLEDO, OH 43659
| | VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. ET on April 13, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/OC2022
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. ET on April 13, 2022. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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D65247-P65093 KEEP THIS PORTION FOR YOUR RECORDS |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
| | DETACH AND RETURN THIS PORTION ONLY |
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| | OWENS CORNING
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| | | | | | The Board of Directors recommends you vote FOR the following:
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| | | | | | 1. | | Election of Directors | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Nominees:
| | | | For | | Against | | Abstain | | | | | | | | | | | | | | |
| | | | | | | | 1a.
| | Brian D. Chambers
| | | | ☐ | | ☐ | | ☐ | | | | The Board of Directors recommends you vote FOR proposals 2 and 3.
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| | | | | | | | 1b.
| | Eduardo E. Cordeiro
| | | | ☐ | | ☐ | | ☐ | | | | For | | Against | | Abstain |
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| | Adrienne D. Elsner
| | | | ☐ | | ☐ | | ☐ | | | | 2. | | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022.
| | ☐ | | ☐ | | ☐ | | | | |
| | | | | | | | 1d.
| | Alfred E. Festa
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| | | | | | | | 1e.
| | Edward F. Lonergan
| | | | ☐ | | ☐ | | ☐ | | | | 3.
| | To approve, on an advisory basis, named executive officer compensation.
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| | | | | | | | 1f.
| | Maryann T. Mannen
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| | | | | | | | 1g.
| | Paul E. Martin
| | | | ☐ | | ☐ | | ☐ | | | | NOTE: The proxies are authorized to vote, at their discretion, upon such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
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| | | | | | | | 1h.
| | W. Howard Morris
| | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | |
| | | | | | | | 1i.
| | Suzanne P. Nimocks
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| | | | | | | 1j.
| | John D. Williams
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| | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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| | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | | | | | | | | | |
Important Notice Regarding the AvailabilityTable of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
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D65248-P65093
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OWENS CORNING |
Annual Meeting of Shareholders |
April 14, 2022, 9:00 AM ET |
This proxy is solicited by the Board of Directors |
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As to the undersigned’s stockholdings: The undersigned hereby appoints Gina A. Beredo as proxy, with full power of substitution, to represent and vote as designated on the reverse side all the shares of Common Stock of Owens Corning held of record by the undersigned on February 17, 2022, at the Annual Meeting of Shareholders of Owens Corning to be held virtually at www.virtualshareholdermeeting.com/OC2022 on April 14, 2022, at 9:00 AM ET, or any adjournment or postponement thereof.
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This proxy when properly executed and timely received prior to the meeting will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR each of the ten nominees in proposal 1, and FOR proposals 2 and 3. Whether or not direction is made, each of the proxies is authorized to vote in his or her discretion on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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Continued and to be signed on reverse side
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Contents
