As filed with the Securities and Exchange Commission on March 18, 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

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Continental Building Products, Inc.

(Exact name of registrant as specified in its charter)

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CONTINENTAL BUILDING PRODUCTS, INC.

12950 Worldgate Drive, Suite 700

Herndon, Virginia 20170

~~April 1, 2016~~

March 18, 2019

To Our Stockholders:

You are cordially invited to attend the ~~2016~~2019 Annual Meeting of Stockholders of Continental Building Products, Inc. The Annual Meeting will be held on ~~Friday,~~Wednesday, May ~~6, 2016,~~1, 2019, at ~~9:00~~8:30 a.m., local time, at our corporate headquarters located at 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170.

We describe in detail the actions we expect to take at our Annual Meeting in the attached Notice of ~~2016~~2019 Annual Meeting of Stockholders and Proxy Statement.

In addition to the Proxy Statement you should have also received a copy of our Annual Report on Form 10-K for fiscal year ~~2015,~~2018, which we encourage you to read. It includes information about our operations as well as our audited, consolidated financial statements. You can also access a copy of our ~~2015~~2018 Annual Report on Form 10-K on the ~~Company’s~~Company's website at www.continental-bp.com.

Please use this opportunity to take part in the affairs of our company by voting on the business to come before the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please complete, sign, date and return the accompanying proxy card or voting instruction card or vote electronically on the Internet or by telephone. See ~~“About~~"About the Annual Meeting-How Dodo I ~~Vote~~vote by ~~Proxy?”~~proxy?" in the Proxy Statement for more details. Returning the proxy card or voting instruction card or voting electronically on the Internet or by telephone does not deprive you of your right to attend the Annual Meeting and to vote your shares in person for the matters to be acted upon at the Annual Meeting.

We look forward to seeing you at the Annual Meeting.

Sincerely,

James Bachmann

President and Chief Executive Officer

CONTINENTAL BUILDING PRODUCTS, INC.

12950 Worldgate Drive, Suite 700

Herndon, Virginia 20170

~~_____________________~~

NOTICE OF ~~2016~~2019 ANNUAL MEETING OF STOCKHOLDERS

~~_____________________~~

Important Notice Regarding the Availability of Proxy Materials for the Stockholder

Meeting to be Held on May ~~6, 2016~~1, 2019

The Proxy Statement and accompanying Annual Report to Stockholders

are available at: http://materials.proxyvote.com/211171



TIME AND DATE	~~9:00~~	8:30 a.m., local time, on ~~Friday,~~Wednesday, May ~~6, 2016~~1, 2019

LOCATION		Continental Building Products, Inc. 12950 Worldgate Drive, Suite 700 Herndon, Virginia 20170

ITEMS OF BUSINESS	~~1.To~~1.	To elect the ~~director~~four directors named in the Proxy Statement to hold office until the ~~2019~~2020 annual meeting; ~~and~~

	~~2.To~~2.	To ratify the appointment of Ernst & Young LLP as the ~~Company’s~~Company's independent registered public accounting firm for the year ending December 31, ~~2016.~~2019;

	3.	To approve, on an advisory basis, the compensation of the Company's named executive officers; and
	4.	To approve amendments to the Company's Amended and Restated Certificate of Incorporation to remove supermajority voting standards.

		Stockholders will also act upon such other matters as may properly come before the Annual Meeting.

RECORD DATE		The stockholders of record at the close of business on March ~~10, 2016,~~8, 2019 may attend and will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

PROXY VOTING		It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by completing and returning the proxy card or voting instruction card sent to you. You also have the option of voting your shares electronically on the Internet or by telephone. Voting instructions are printed on your proxy card or voting instruction card. You can revoke your proxy at any time prior to its exercise at the Annual Meeting by following the instructions in the Proxy Statement.

~~CONTINENTAL BUILDING PRODUCTS, INC.~~

~~12950 Worldgate Drive, Suite 700~~

~~Herndon, Virginia 20170~~PROXY STATEMENT

~~_____________________~~Table of Contents

~~PROXY STATEMENT~~

~~_____________________~~



PROXY STATEMENT SUMMARY	1
ABOUT THE ANNUAL MEETING	2
PROPOSAL NO. 1 - ELECTION OF DIRECTORS	5
PROPOSAL NO. 2 - RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP	6
PROPOSAL NO. 3 - ADVISORY VOTE TO APPROVE THE COMPENSATION OF THE COMPANY'S NAMED EXECUTIVE OFFICERS	7
PROPOSAL NO. 4 - APPROVAL OF AMENDMENTS TO OUR AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO REMOVE SUPERMAJORITY VOTING STANDARDS	8
THE BOARD OF DIRECTORS AND ITS COMMITTEES	11
CORPORATE GOVERNANCE	18
AUDIT COMMITTEE MATTERS	21
EXECUTIVE COMPENSATION	23
SECURITY OWNERSHIP	42
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	43
EXECUTIVE OFFICERS	44
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	45
STOCKHOLDERS' PROPOSALS	46
HOUSEHOLDING OF PROXY MATERIALS	46
ADDITIONAL INFORMATION	46
OTHER BUSINESS	47
APPENDIX A - PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION	48
APPENDIX B - RECONCILIATION OF NON-GAAP MEASURES	52

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. This summary is not a complete description, and you should read this entire proxy statement before voting.

ANNUAL MEETING

Time and Date:

8:30 a.m., local time, on Wednesday, May 1 2019

Place:

Continental Building Products, Inc.

12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170

Record Date:

March 8, 2019

Voting:

Stockholders on the record date are entitled to one vote per share on each matter to be voted upon at the annual meeting.

VOTING ITEMS AND BOARD RECOMMENDATIONS

Item

Board

Recommendation

Page

Reference

Proposal 1

Election of Directors

For all nominees

Proposal 2

Ratification of the Appointment of Ernst & Young LLP

For

Proposal 3

Advisory Vote to Approve the Compensation of the Company's Named Executive Officers

For

Proposal 4

Approval of Amendments to our Amended and Restated Certificate of Incorporation to Remove Supermajority Voting Standards

For

BOARD OF DIRECTORS

The following table provides summary information about each director nominee as of March 8, 2019.

Board Committees⁽¹⁾

Name

Director Since

Occupation and Experience

Independent

NCGC

James Bachmann

2015

President and CEO of the Company with deep understanding of the Company's business and the industry

Michael Keough

2016

Retired Executive with significant experience as a President and Chief Executive Officer and in manufacturing/industry

Yes

Ira Strassberg

2017

Senior finance executive with deep knowledge of real estate finance and the multi-family housing sector

Yes

Chantal Veevaete

2016

Retired Executive with extensive human resources, talent management and succession planning experience

Yes

(1) AC - Audit Committee; CC - Compensation Committee; NCGC - Nominating and Corporate Governance Committee

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

As a matter of good governance, we are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

EXECUTIVE COMPENSATION

Our Board is asking that our stockholders vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement. The vote is not intended to address any specific item of our compensation program, but rather to address our overall approach to the compensation of our named executive officers. Please read "Compensation Discussion and Analysis."

AMENDMENTS TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

We are asking stockholders to approve certain amendments to the Company's Amended and Restated Certificate of Incorporation, including in particular (1) removal of the supermajority voting standard for stockholder approval of amendments to the Company's Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and (2) removal of the supermajority voting standard for removal of directors.

ABOUT THE ANNUAL MEETING

We are providing these proxy materials in connection with the ~~2016~~2019 Annual Meeting of Stockholders of Continental Building Products, Inc. This Proxy Statement, the accompanying proxy card or voting instruction card, and the ~~Company’s 2015~~Company's 2018 Annual Report on Form 10-K were first mailed to stockholders on or about ~~April 1, 2016~~March 18, 2019.This Proxy Statement contains important information for you to consider when deciding how to vote on the matters to be brought before the Annual Meeting. Please read it carefully. Unless the context otherwise indicates, references to ~~“Continental~~"Continental Building Products,~~” “our~~" "our company,~~” “the~~" "the Company,~~” “us,” “we”~~" "us," "we" and ~~“our”~~"our" refer to Continental Building Products, Inc. and its consolidated subsidiaries.

~~ABOUT THE ANNUAL MEETING~~

Who is soliciting my vote?

The Board of Directors of the Company is soliciting your vote in connection with the ~~2016~~2019 Annual Meeting of Stockholders.

What is the purpose of the Annual Meeting?

The meeting will be the Company’s regular Annual Meeting of Stockholders. You will be voting on the following matters at the Annual Meeting:


1.	Election of the ~~director~~four directors named in the Proxy Statement to hold office until the ~~2019~~2020 annual meeting; ~~and~~


2.	Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2016.~~2019;


3.	Advisory vote to approve the compensation of the Company's named executive officers; and


4.	Amendment of the Company's Amended and Restated Certificate of Incorporation of the Company to remove supermajority voting standards.

Stockholders will also act upon such other business that may properly come before the Annual Meeting.

How does the Board of Directors recommend I vote?

The Board of Directors recommends a vote:


1.	For the election of James W. Bachmann, Michael Keough, Ira Strassberg and Chantal Veevaete, as ~~a director; and~~directors to hold office until the 2020 annual meeting;


2.	For the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, ~~2016.~~2019;


3.	For the approval, on an advisory basis, of the compensation of the Company's named executive officers; and


4.	For the approval of the proposed amendments to the Company's Amended and Restated Certificate of Incorporation of the Company identified in Proposals 4(a) and 4(b).

Who is entitled to vote at the Annual Meeting?

The Board of Directors set March ~~10, 2016~~8, 2019 as the record date for the Annual Meeting, or the Record Date. All stockholders who owned common stock of the Company at the close of business on the Record Date may attend and vote at the Annual Meeting.

Who is entitled to attend the Annual Meeting?

Only persons with evidence of stock ownership as of the Record Date or who are invited guests of the Company may attend and be admitted to the Annual Meeting. Stockholders with evidence of stock ownership as of the Record Date may be

accompanied by one guest. Photo identification will be required (e.g., a valid ~~driver’s~~driver's license, state identification or passport). If a ~~stockholder’s~~stockholder's shares are registered in the name of a broker, trust, bank or other nominee, the stockholder must bring a proxy or a letter from that broker, trust, bank or other nominee or their most recent brokerage account statement that confirms that the stockholder was a beneficial owner of shares of stock of the Company as of the Record Date.

~~Cameras~~The use of cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the Annual Meeting.

How many votes can be cast by stockholders?

Each share of common stock is entitled to one vote. There is no cumulative voting. There were ~~41,635,848~~35,254,482 shares of common stock outstanding and entitled to vote on the Record Date.

How many votes must be present to hold the Annual Meeting?

A majority of the outstanding shares of common stock as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a ~~“quorum.”~~"quorum." Your shares are counted as present at the Annual Meeting if you are present at the Annual Meeting and vote in person or a proxy card or voting instruction card has been properly submitted by you or on your behalf or you have voted electronically on the Internet or by telephone. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. A ~~“broker non-vote”~~"broker non-vote" is a share of common stock that is beneficially owned by a person or entity and held by a broker or other nominee, but for which the broker or other nominee (1) lacks the discretionary authority to vote on certain matters and (2) has not received voting instructions from the beneficial owner in respect of those specific matters.

How many votes are required to elect directors and approve the other proposals?

Directors are elected byunder a ~~plurality~~majority voting standard in uncontested director elections (i.e. an election where the number of candidates does not exceed the ~~votes cast. This means~~number of directors to be elected). The election of directors at the Annual Meeting constitutes an uncontested director election. Under a majority voting standard in uncontested director elections, the number of shares voted "for" a nominee's election must exceed the number voted "against" that ~~the individual nominated for election to the Board of Directors who receives the most “FOR” votes (among votes properly cast in person or by proxy) will be elected.~~nominee's election. Abstentions and broker non-votes are not counted for purposes of the election of directors and, therefore, will not affect the outcome of the election of directors.

ToIn respect of proposals 2 and 3, to be approved, ~~the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm requires~~each such proposal must receive the affirmative vote of a majority of the shares of common stock present, in person or by proxy, at the Annual Meeting and entitled to ~~vote.~~vote on the proposal. Abstentions have the same effect as a vote against either such proposal. Broker non-votes will not affect the outcome of either such proposal, although brokers do have discretionary authority to vote on the ratification of the appointment of Ernst & Young LLP.

The results of the advisory vote on the compensation of the Company's named executive officers are not binding on the Board of Directors.

In respect of proposals 4(a) and 4(b), to be approved, each such proposal must receive the affirmative vote of no less than 66 2/3% of the number of shares of common stock outstanding and entitled to vote on the proposals. Abstentions and broker non-votes have the same effect as a vote against either such proposal.

Lone Star Fund VIII (U.S.), L.P., which we refer to in this Proxy Statement, along with its affiliates and associates (excluding us and other companies that it or they own as a result of their investment activities), as Lone Star, held approximately 14.4% of the Company’s common stock as of the Record Date through LSF8 Gypsum Holdings, L.P. Lone Star has indicated that it willHow do I vote its shares in favor of the director nominee named in this Proxy Statement and in favor of Proposal 2. If Lone Star votes as it has indicated, its vote is sufficient to meaningfully impact the election of the nominee and the adoption of Proposal 2. Following the Record Date on March 18, 2016, Lone Star sold all of its shares of the Company’s common stock.

~~How Do I Vote~~ by ~~Proxy?~~proxy?

You can vote your shares by completing and returning the proxy card or voting instruction card accompanying this Proxy Statement. You also have the option of voting your shares electronically on the Internet or by telephone. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card or voting instruction card. Please see your proxy card or voting instruction card for more information on how to vote by proxy.

What if I don’t vote for some of the items listed on my proxy card or voting instruction card?

If you are a stockholder of record and you return your signed proxy ~~card or voting instruction~~ card in the enclosed envelope but do not mark selections, it will be voted in accordance with the recommendations of the Board of Directors. Similarly, if you vote electronically on the Internet or by telephone and do not vote on all matters, your shares will be voted in accordance with the recommendations of the Board of Directors for the matters on which you do not vote. In connection therewith, the Board of Directors has designated James Bachmann and Timothy Power as proxies. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, your shares will be voted in accordance with your instructions. Similarly, if

you vote electronically on the Internet or by telephone and vote on any matter, your shares will be voted in accordance with your ~~instruction.~~instructions. If any other matter properly comes before the Annual Meeting, the shares will be voted in the discretion of the persons voting pursuant to the respective proxies.

If you are a beneficial owner and hold your shares in street name through a broker or other nominee and do not return the voting instruction card, the broker or other nominee will vote your shares on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the appointment of independent registered public accounting firms. However, brokers do not have the discretion to vote on the election of ~~directors.~~directors or the other matters that will come before the Annual Meeting.

Who pays for the proxy solicitation and how will the Company solicit votes?

The Company bears the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, the ~~Company’s~~Company's directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or email. These individuals will not be paid any additional compensation for any such solicitation. The Company will request brokers and other nominees who hold shares of common stock in their names to furnish proxy materials to the beneficial owners of such shares. The Company will reimburse such brokers and other nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.

Can I change or revoke my vote after I return my proxy card or voting instruction card?

Yes. Even if you sign and return the proxy card or voting instruction card in the form accompanying this Proxy Statement or you vote electronically over the Internet or by telephone, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting by giving written notice to the Secretary of the Company, specifying such revocation. You may also change your vote by timely delivering a valid, later-dated proxy or voting instruction card, a later-dated electronic vote over the Internet or by telephone or by voting in person at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the stockholder of record, you must request, complete and deliver a proxy from your broker or other nominee.

At the Annual Meeting, stockholders will be asked to elect ~~one director~~four directors to serve on the Board of Directors. The ~~Company’s~~Company's Amended and Restated Certificate of Incorporation provides that the Board of Directors shall consist of not fewer than three nor more than 15 directors with the exact number to be determined from time to time by resolution adopted by ~~resolution of~~ the Board of Directors. The Board currently consists of ~~six~~seven directors. The ~~Company’s~~Company's Amended and Restated Certificate of Incorporation currently divides the Board of Directors into three classes with the terms of office of the directors of each Class ~~ending in different years.~~based on class. The terms of directors in Classes I and II ~~III~~presently end at the Annual Meeting, and Ithe terms of directors in Class III presently end at the annual ~~meetings~~meeting in ~~2016, 2017 and 2018, respectively.~~2020. Class I currently has two directors, Class II currently has ~~one director~~two directors and Class III currently has three directors. Prior to the Company's 2018 annual meeting, directors were elected for three year terms. However, beginning with the 2018 annual meeting, by the terms of the Company's Amended and Restated Certificate of Incorporation, directors are elected to serve for one year terms, with the full board being elected annually beginning with the 2020 annual meeting of stockholders, eliminating the classified board.

The Board of Directors has nominated ~~James W. Bachmann~~Michael J. Keough and Chantal D. Veevaete for election as a Class ~~II director for a three-year term~~I directors to serve one-year terms expiring at the ~~2019~~2020 annual meeting, and James Bachmann and Ira Strassberg as Class II directors to serve one-year terms expiring at the 2020 annual meeting. When elected, a director serves until his or her successor has been duly elected and qualified or until ~~any~~ such ~~director’s~~director's earlier resignation or removal. Please see ~~“The~~"The Board of Directors and Its ~~Committees”~~Committees" below for information about the nominees for election as directors and the current members of the Board of Directors who will continue serving following the Annual Meeting, their business experience and other pertinent information.

Proxies cannot be voted for a greater number of persons than the number of nominees named. If you sign and return the accompanying proxy card or voting instruction card or vote electronically over the Internet or by telephone, your shares will be voted for the election of the nominee recommended by the Board of Directors unless you choose to abstain or vote against the nominee. If theany nominee for any reason is unable to serve or will not serve, proxies may be voted for such substitute nominee or nominees as the proxy ~~holder~~holders may ~~determine.~~determine or just for the remaining nominees, leaving a vacancy. Alternatively, the Board of Directors may reduce its size. The Company is not aware that any of the ~~nominee~~nominees will be unable to or will not serve as a director. The Company did not receive any stockholder nominations for director for the Annual ~~Meeting~~Meeting.

Directors are elected by a ~~plurality~~majority of the votes cast. This means that the ~~individual nominated for election to~~number of shares voted "for" a director must exceed the ~~Board of Directors who receives the most “FOR” votes (among votes properly cast in person or by proxy) will be elected.~~number voted "against" that director. Abstentions and broker non-votes will not affect the outcome of the election of directors.

Pursuant to the Company's Principles of Corporate Governance, any nominee for director in an uncontested election who is not elected by a majority of the votes cast is expected to tender his or her resignation to the Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee will recommend to the Board of Directors whether to accept the resignation offer or whether other action should be taken, and the Board of Directors will then make its decision. In determining what action to recommend and whether to accept the resignation, the Nominating and Corporate Governance Committee and the Board of Directors, as applicable, will consider all factors they consider to be relevant. See "Corporate Governance - Majority Voting for Directors."

Since January 1, 2018, the Nominating and Corporate ~~Governance Committee and Board of Directors consider in identifying qualified candidates to serve as directors include age, skills, such as~~

The Nominating and Corporate Governance Committee held ~~three~~four meetings in fiscal ~~2015.~~2018.

Committee Charters - The Board of Directors has adopted formal charters for each of its three standing committees.These charters establish the missions of the respective committees as well as committee membership guidelines. They also define the purpose, duties and responsibilities of each committee in relation to the ~~committee’s~~committee's role in supporting the Board of Directors and assisting the Board in discharging its duties in ~~supervising~~overseeing and governing the Company. The charters are available on the Company’s website at www.continental-bp.com by following the links to ~~“Investor Relations”~~"Investor Relations" and ~~“Corporate Governance”~~"Corporate Governance" or upon written request to the Company, as set forth under ~~“Corporate~~"Corporate Governance-Availability of ~~Documents”~~Documents" below.

Stockholders and other parties interested in communicating directly with the Board of Directors, ~~non-management~~non-employee directors as a group or individual directors, including the ~~lead~~ independent ~~director,~~Chairman, whether to provide comments, to report concerns, or to ask a question, may do so by email at cbpdirectors@continental-bp.com or by writing to the following address: Corporate Secretary, Continental Building Products, Inc., 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170, indicating to whose attention the communication should be directed. You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier or other interested party.

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in, or as directed by, the communication. In that regard, the Board of Directors has requested that certain items which are unrelated to the duties and responsibilities of the Board should be excluded, such as product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any ~~non-management~~non-employee director upon request.

The Company monitors developments in the area of corporate governance and reviews its processes and procedures in light of such developments. Accordingly, the Company reviews federal laws affecting corporate governance, such as the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act ~~and the Jumpstart Our Business Startups Act~~ as well as various rules promulgated by ~~the Securities and Exchange Commission, or~~ the SEC and the NYSE. The Company believes that it has procedures and practices in place ~~which~~that are designed to enhance and protect the interests of its stockholders.

The Board of Directors has approved Principles of Corporate Governance for the Company. The Principles of Corporate Governance address, among other things:

In addition to the Principles of Corporate Governance, the Board of Directors has adopted a Code of Ethics and Business Conduct. The Code of Ethics and Business Conduct, along with the Principles of Corporate Governance, serves as the foundation for the ~~Company’s~~Company's system of corporate governance. It provides guidance for maintaining ethical behavior, requires that directors and employees comply with applicable laws and regulations, prohibits conflicts of interest and provides mechanisms for reporting violations of the Company’s policies and procedures.

In the event the Company makes any amendment to, or grants any waiver from, a provision of the Code of Ethics ~~that applies to the principal executive officer, principal financial officer or principal accounting officer~~and Business Conduct that requires disclosure under applicable SEC or NYSE rules, the Company will disclose such amendment or waiver and the reasons therefor on its website at www.continental-bp.com.

We believe that regular communications with our stockholders is in the best long term interests of the Company and our stockholders. Accordingly, we participate in analyst meetings, investor conferences and quarterly conference calls. The live quarterly conference calls are open to the public and are also archived for a period of approximately 30 days on our website at www.continental-bp.com. Additionally, we reach out to our large stockholders to obtain feedback on corporate governance matters, and share the results of the feedback with our Board of Directors. During fiscal year 2018, we reached out to stockholders to discuss corporate governance matters and had numerous one on one discussions with such stockholders.

Our Bylaws contain a majority voting standard in uncontested director elections (i.e. an election where the number of candidates does not exceed the number of directors to be elected). Under this majority standard, in uncontested elections, to be elected, a director must receive more votes in favor of his or her election than votes against. Under Delaware law, directors who do not receive a majority vote would hold over until the next election of directors, and therefore would continue to serve on the Board. Accordingly, the Board of Directors also adopted a resignation policy, pursuant to which any director who fails to receive a majority vote for his or her election in an uncontested election must tender his or her resignation to the Nominating and Corporate Governance Committee, which will then consider such resignation and make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board retains discretion about whether to accept the resignation or not.

Board members participate in professional development activities in order to ensure that they are current and up to date on issues of importance to boards of public companies. The Board and each of its committees regularly evaluate their performance in an effort to determine ways to improve their performance. Led by the independent Chairman of the Board, the independent members of the Board regularly meet in executive session without management present in order to discuss and evaluate management's operation of the business.

Our Board has adopted Stock Ownership Guidelines applicable to non-employee directors, pursuant to which each non-employee director is required to own and hold, at a minimum, that number of shares of the Company's common stock having a market value equal to at least three times the director’s annual cash retainer. For purposes of the guidelines, common stock includes all shares of common stock no matter how acquired (i.e., whether through the vesting of restricted shares or RSUs or through shares purchased on the open market) as well as unvested restricted shares and RSUs held by the director. Directors are given five years from the later of the date of adoption of the guidelines in 2015 or becoming a director to comply with these ownership requirements. As of the end of 2018, all of our directors were on track to meet the ownership guidelines within or before such timeframes.

Our Board has also adopted a Hedging Policy that applies to our executive officers and directors. This policy prohibits our executive officers and directors from purchasing any financial instrument or entering into any transaction that is designed to hedge or offset any decrease in the market value of the Company's common stock (including, but not limited to options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds). See "Compensation Discussion and Analysis - Hedging Policy" below for additional information on this policy.

The Board has also adopted a Pledging Policy that prohibits Board members and executive officers of the Company from pledging Company stock, from purchasing such shares on margin, or from holding such shares in a margin account. See "Compensation Discussion and Analysis -Pledging Policy" below for additional information on this policy.

We completed our second year of The Bison Way, our strategy of lean manufacturing and continuous improvement, with an increase in employee participation and significant savings from efficiencies. The foundation of our Bison Way work is that everything starts with the customer and that we can work together to improve in every area of our Company from back office operations to manufacturing to sales.

In 2018, we adopted a Pay Equity policy supporting equal pay for equal work and communicated the policy to all employees as part of our pay transparency efforts. We provided all employees in the United States with a Total Rewards Statement detailing their compensation and the value of their benefits package including bonus and Company contributions to the retirement plan.

Our human capital management strategy is to ensure that our talent can address our current and future business goals and objectives. We continue to enhance key processes to recruit, retain and develop our people at all levels of the organization. We provided training including safety, code of ethics, prevention of sexual harassment and anti-discrimination programs to all employees in 2018. We invest in our leaders by providing leadership development opportunities and development plans. Our succession plans for employees other than senior management are reviewed by management quarterly. In the spirit of continuous improvement, we conducted our second Employee Engagement Survey in the Fall of 2018 to measure our

employees' engagement and identify areas of strength as well as areas for improvement. We had a participation rate of 95% Company-wide with improved results as compared to the first survey. We communicated the results to our employees and Board of Directors, identified areas of focus for 2019 and are implementing action plans to improve our employees' work experience.

We work hard to make sure that our products and production processes are environmentally friendly. Over 99% of our raw materials, including our gypsum and paper, are recycled. Substantially all of the gypsum we use in our operations is recycled, either as a byproduct of the generation of electricity from power plants or as a waste product from the mining of gypsum in gypsum mines. The paper we use in our process is produced using recycled fiber, including old corrugated cardboard. Because our wallboard products are made from recycled materials, our customers are often able to obtain LEED (Leadership in Energy and Environmental Design) credit for using them in their projects. We are continuously working to reduce our use of energy and therefore the use of fossil fuels in our manufacturing processes. We have made substantial investments in LED lighting technology at all of our wallboard plants. In 2018 we completed the installation of solar panels at our Buchanan plant designed to supply electrical power to consumers in the area. Buchanan's solar power system is the largest rooftop solar power system in New York State, designed to produce 2.4 megawatts of clean solar power.

The full text of the Principles of Corporate Governance, the Code of Ethics and Business Conduct and the Charters of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee are accessible by following the links to ~~“Investor Relations”~~"Investor Relations" and ~~“Corporate Governance”~~"Corporate Governance" on the ~~Company’s~~Company's website at www.continental-bp.com. The Company will furnish without charge a copy of the foregoing to any person making such a request in writing and stating that he or she is a beneficial owner of common stock of the Company. Requests should be addressed to: Continental Building Products, Inc., 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170, Attention: Investor Relations.

The Audit Committee hereby reports as follows:

Set forth below are the fees billed to the Company to its independent registered public accounting firm, Ernst & Young, for the fiscal periods indicated.

Audit Fees - Consist of fees for professional services provided in connection with the annual audit of the ~~Company’s~~Company's consolidated financial statements; the reviews of the ~~Company’s~~Company's quarterly results of operations and reports on Form 10-Q; the services that an independent auditor would customarily provide in connection with audits of the ~~Company’s~~Company's subsidiaries, other regulatory filings, and similar engagements for each fiscal year shown, such as consents and reviews of documents filed with the ~~SEC and fees related to secondary offerings of the Company’s stock by Lone Star Funds.~~SEC.

Audit Related Fees - Consist of fees for professional services provided in connection with the audit of the ~~Company’s~~Company's 401(k) benefit ~~plan.~~plan, debt refinancing and interest rate swaps.

Continental Building Products is a leading manufacturer of gypsum wallboard and complementary finishing products. Our manufacturing facilities and sales efforts are primarily concentrated in the eastern United States and Canada. Our strategy is to focus on the drywall industry and related products with seasoned, proven operating capabilities. We are a low-cost manufacturer and a high-quality, reliable supplier to customers in prominent North American markets. We create shareholder value by generating leading profit margins and cash flow yields. We are proud to maintain long-term relationships with many of our customers.

Continental Building Products celebrated our fifth anniversary as a stand-alone company in August 2018 and our fifth anniversary as a publicly traded company in February 2019. Over that time period, we have had significant improvement in our shareholder return. We outperformed the S&P Midcap 400 Index and finished the year ahead of the Dow Jones Building Materials & Fixtures Index in 2018 as outlined in the following chart showing the Cumulative Total Returns for the past five years.

Executive compensation at our Company includes a combination of base salary, short term incentives, long-term incentives, including performance-based restricted stock units (PRSUs) and time-based restricted stock units (RSUs). Our compensation programs are intended to align with our strategy and have been designed to foster effective execution, continuous improvement and to drive our management team to maximize long-term shareholder value. Employees at all levels of the Company are provided incentives to achieve operating objectives that drive solid investment returns for the Company's shareholders. Our Executive Compensation Programs are designed to link pay to performance and to reward both annual and long-term Company performance while not encouraging excessive risk-taking.

Our financial performance during the 2018 fiscal year was the best full year for the business in terms of net income and earnings per share since we began operating as a publicly traded company. Our EBITDA performance has improved every year since our inception as a publicly traded company. Strong cash flow has enabled us to continue our accretive share buy-back program. Our 2018 performance delivered the following results compared to 2017:

During the 2018 fiscal year, we operated our compensation programs in a manner consistent with our pay-for-performance philosophy and in alignment with our business strategy.

Highlights of our compensation programs for 2018 include:

As discussed in greater detail below, following the changes previously introduced for 2017, the Committee took a number of actions related to compensation for 2018 in order to further align our compensation program with our shareholders' interests, the most significant of which were as follows:

Total compensation mix: Our pay mix remains heavily weighted to at-risk pay, which establishes greater alignment between executives and stockholders. As a result, our mix of target total direct compensation is more heavily weighted to performance-based compensation opportunities than fixed compensation (base salary). For 2018, we increased the Long Term Incentive target for our CEO from 185% to 200% of his base pay in order to further align his interests with those of our stockholders, more closely align his target pay mix and total compensation opportunity with CEOs in our peer group, and to place a greater portion of his total compensation at risk.

The Committee continually monitors governance standards pertaining to the oversight of executive compensation programs. In this regard, the following policies and practices are in effect at the Company.



~~(5)~~What We Do (Best Practice)
ü	~~The amounts~~Separate the roles of Chairman and Chief Executive Officer
ü	Enforce strict insider trading policies, including hedging and pledging policies, and enforce blackout trading periods for all executives and directors
ü	Set rigorous incentive plan targets that are closely aligned with our strategy
ü	Audit financial and operational outcomes prior to payout of incentives
ü	Maintain a clawback policy applicable to all executive officers
ü	Maintain stock ownership guidelines for executives and directors, including a requirement to hold certain equity awards until the guidelines are met
ü	Set maximum payout limits under both our short term and long term incentive plans
ü	Update and review total compensation information for the Executives quarterly
ü	Provide 50% of our long-term equity compensation value in ~~this column represent~~ the ~~sum~~form of ~~automobile allowances, basic~~performance-based restricted stock units (PRSUs), earned only upon financial goal achievement including a relative measure of TSR against peers
ü	Annually review share utilization and burn rate
ü	Limit perquisites and other executive ~~supplementary life insurance premiums,~~benefits
ü	Provide a general severance and change-in-control plan consistent with market practice, including double-trigger requirements for change-in-control benefits
ü	Retain an independent compensation consultant reporting directly to the Compensation Committee
ü	Review our peer group annually with our compensation consultant
ü	Establish and oversee our executive compensation program through a committee comprised solely of independent directors
ü	Evaluate the risk of our compensation programs on an annual basis
ü	Hold an annual advisory vote for our stockholders to review and approve the compensation of our NEOs



What We Don’t Allow
X	No hedging or pledging of Company ~~matching contributions~~stock by executives or directors
X	No single-trigger change-in-control payments
X	No severance multiple in excess of two times salary and target bonus
X	No excise tax gross-ups upon a change in control
X	No defined benefit pension plans
X	No special supplemental retirement benefits
X	No guaranteed bonus or equity compensation
X	No market timing with the grant of equity awards
X	No employment agreements with any of our NEOs

Our executive compensation programs, taken as a whole, are intended to achieve the following overarching goals:

The Committee consists of independent directors and is responsible for the review and approval of all aspects of our compensation program. Among its duties, the Committee is responsible for:

At our 2018 Annual Meeting of Stockholders, approximately 99.3% of our stockholders voting on our "say-on-pay" proposal voted FOR approval of the compensation paid to our NEOs (excluding abstentions and broker non-votes). The Committee considered the outcome of this vote but did not make any changes to our compensation programs as a result of this vote.

Following review and discussion, the Committee or the full Board, as applicable, approves our executive compensation. The Committee is supported in its work by our Senior Vice President, Human Resources as well as the Committee's independent compensation consultant, Aon.

For executives other than the President and CEO, our President and CEO makes pay recommendations to the Committee based on competitive market data and an assessment of individual performance. His recommendations to the Committee are intended to establish appropriate and market-competitive compensation opportunities for our NEOs consistent with our overall pay philosophy. The Committee reviews and discusses the recommendations, in conjunction with input from the Committee’s independent compensation consultant, in making compensation decisions. No executive officer participates directly in the final deliberations or determinations regarding his or her own compensation package.

The Committee directly retains the services of Aon. The Committee retains sole authority to hire or terminate Aon, approves its professional fees, determines the nature and scope of its services and evaluates its performance on an annual basis. A representative of Aon attends Committee meetings, as requested, and communicates with the Committee chair between meetings. The Committee makes all final decisions regarding pay elements or levels or recommendations to the full Board regarding the same.

Aon’s specific role for 2018 included the following:

The Committee has assessed the independence of Aon as required by the NYSE listing rules. The Committee reviewed its relationship with Aon and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Committee concluded that Aon is independent and there are no conflicts of interest raised by the work performed by Aon.

Pay recommendations for our executives, including the NEOs, are typically made by the Committee at its first regularly scheduled meeting of the calendar year, normally held in February. This meeting is typically held around the same time as we report our fourth quarter and year-end financial results for the preceding fiscal year and provide our financial guidance for the upcoming year. This timing allows the Committee to have a complete picture of the prior year's financial performance and the performance of the NEOs before making compensation decisions.

Assessments of prior year performance, as well as decisions with respect to annual equity awards, base salary increases and the establishment of target performance levels for the current year and beyond (subject to approval of all independent members of the Board in the case of the CEO), are typically made at this meeting. Further, general annual equity awards are granted by the Committee at this meeting. Awards to executives who are promoted or hired during the year are typically granted as of the date of their promotion or hire, as applicable, or as of the next scheduled Committee meeting that follows such promotion or hire. As such, the Committee does not time the grants of equity incentives to the release of material non-public information.

Although the Committee considers benchmarking in comparison to our peer group (as described below), this is only one of several factors considered in the compensation setting process and is not the sole determinant. The relative position of an individual NEO’s compensation in comparison to the peer group is based on their respective competencies, experience, performance and internal equity. While the Company does not establish executive pay based solely on benchmarking data, we believe that our pay levels and practices should be within a range of competitiveness with our peer group and benchmarking provides us with an assessment of reasonableness and competitiveness. To that end and as highlighted under our "Elements of

Compensation" section, the Company generally views the 50^th percentile of the market as a reference point against which to evaluate the competitiveness of our target total direct compensation. However, each individual’s actual compensation is based on numerous factors including the individual’s level of experience in his or her role and the annual and long-term performance of both the Company and the individual.

The Committee benchmarks target total direct compensation to the competitive marketplace, including to a peer group of companies (the "peer group"). With the assistance of Aon, the Committee reviewed our peer group of publicly traded companies for purposes of evaluating its compensation programs and did not make any changes to the peer group for 2018. The peer group was considered in establishing 2018 compensation and was composed by taking into account a variety of factors for each potential company including, but not limited to, size (revenues of approximately 0.4x to 3x our size and market capitalization as a secondary consideration), nature of business and competition for executive talent (organizations from which executives may be recruited to and from) and a review of the peer companies used by our peers. The peer group used in our 2017 competitive pay study to assist with 2018 compensation decisions was comprised of the following 13 companies:



AAON, Inc.	Eagle Materials Inc.	PGT, Inc.
American Woodmark Corp.	Gibraltar Industries, Inc.	Quanex Building Products Corp.
Apogee Enterprises, Inc.	Insteel Industries, Inc.	Simpson Manufacturing Co.
Armstrong World Industries	Patrick Industries, Inc.	Trex Company, Inc.
CSW Industrials, Inc.

We believe the effectiveness of our compensation programs are optimized if all pay components work in concert to properly influence behavior. To be market competitive and compete effectively for talent, we evaluate our total direct compensation (i.e., base salary plus target annual bonus plus target equity incentives) against the reference point of the 50^th percentile of our compensation peer group, with variations based on a number of factors, including the executive’s role, responsibility, and experience level, as well as individual performance, hiring needs, internal equity and unique market demands. The Committee reviews the market and leading practices prior to approving or making recommendations to the Board regarding pay and pay practices. The following describes the role of each element of our executive compensation program in 2018:



Element	Form	Purpose
Base Salary	Fixed base level of annual cash compensation	•	To secure an appropriate level of total compensation: Since a number of our compensation elements are tied to ~~defined contribution plans,~~base salary levels (e.g., target bonus percentage, long-term incentive grants, and selected benefits), we view establishing competitive base salary levels as essential for establishing competitive total compensation opportunities.
Short Term Incentive (STI)	Performance-based cash incentive	•	To pay for performance: Our annual STI program provides upside leverage to reward executives for above-target performance and downside leverage if performance targets are not met.
		•	To focus on key initiatives: Our 2018 annual STI program included Adjusted EBITDA* and cash cost per unit** performance metrics for all NEOs. Performance metrics are evaluated annually to ensure they align properly to our strategic direction and promote shareholder value creation.
		•	To be straightforward: Our annual bonus program is intended to be straightforward and easy to understand.
Long Term Incentive (LTI)	Divided into 50% RSUs (Time-based Restricted Stock Units) and 50% PRSUs (Performance-based Restricted Stock Units)	•	To pay for performance and align executive and stockholder interests: 50% of our equity award value is granted in ~~each case paid on behalf~~the form of PRSUs, which may be earned at 0% to 240% of the ~~NEOs during 2015~~targeted value. The remaining 50% of the award value is in the form of RSUs, which increase or decrease in value along with our stock price.
		•	To focus on key objectives: Our 2018 PRSUs are earned based on our achievement of a specified two-year adjusted EBITDA* target and ~~2014. In addition,~~are adjusted upward or downward by a relative TSR modifier.
		•	To encourage retention: Our PRSUs are earned over a two-year performance period and must generally be held for an additional year once earned. Our RSUs vest ratably over a four-year vesting period.
Additional Items	Other retirement and post-employment benefits	•	To be market competitive: Consistent with market practice, we offer our executives competitive severance protection in the ~~amounts reported for 2015 include estimated additional Company contributions to our defined contribution~~event of an involuntary termination without cause both in connection with and outside the context of a change in control transaction. We also offer a broad-based, tax qualified 401(k) plan ~~related to services performed in 2015, but which amounts will not be finalized and contributed to participant accounts until April of 2016.~~with company matching contributions.

~~Narrative Disclosure~~* “Adjusted EBITDA” for purposes of our annual incentive plan and 2018 PRSUs is a non-GAAP measure and is defined by reference to Adjusted EBITDA as calculated in and publicly disclosed by the ~~Summary Compensation Table~~Company in its quarterly earnings releases.

** “Cash cost per unit” for purposes of our annual incentive plan is a non-GAAP measure and includes among others, the following elements: fixed and variable manufacturing cash costs, freight and selling, general and administrative expenses, excluding depreciation.

Base Salary

~~Mr. Bachmann entered into a new employment agreement with the Company effective as~~The salary of March 24, 2015. Pursuant to this employment agreement, Mr. Bachmann’s base salary for 2015 was increased from $325,000 to $425,000. This increased base salary reflected Mr. Bachmann’s expanded role and duties as President and Chief Executive Officer of the Company following the deatheach of our ~~former Chief Executive Officer, Isaac Preston, on November 25, 2014. Mr. Bachmann’s salary~~NEOs is ~~subject~~reviewed annually by the Committee and our CEO (with respect to ~~review from time to time as determined by our Board of Directors or a committee thereof and may be subject to future change.~~

~~Messrs. Power’s and Malik’s base salaries are determined on an annual basis,~~all NEOs other than himself), taking into account the NEO’s position and responsibilities, performance during the year, the pay range for individuals in similar positions and ~~having~~with similar responsibilities within the Company, the compensation practices of similar companies in our sector and market and the NEO’s previous base ~~salary. The Company has not entered into employment agreements with Messrs. Power or Malik.~~ salary level.

Following review by the Committee and approval by the independent members of the Board with regard to our ~~Compensation Committee, both Messrs. Power and Malik received a 3% increase to their~~CEO's base salary, the base salaries for ~~2015 in recognition of their good performance and,~~our NEOs were increased for 2018 as described in the ~~case~~table below to account for individual performance, additional responsibilities for Mr. Major who took on responsibility for our Sales Service, Transportation and Logistics functions, additional responsibilities for Mr. Schemm who took on responsibility for the joint compound business and Marketing Department, and to maintain all NEOs near the 50th percentile of ~~Mr. Malik, to help align his~~our compensation peer group.

The 2017 and 2018 salary ~~with the pay~~ levels for each of ~~similar executives in the Company’s sector.~~our NEOs are set forth below:



NEO	Position	2017 Annual Base Salary ($)	2018 Annual Base Salary ($)	Change (%)
James Bachmann	President and CEO	560,000	576,800	3.0%
Dennis Schemm	SVP and Chief Financial Officer	299,174	314,133	5.0%
Timothy Power	SVP, General Counsel and Secretary	272,000	295,120	8.5%
Bruce Major	SVP, Manufacturing and Supply Chain	275,000	300,000	9.1%
Dennis Romps	SVP, Chief Accounting Officer and Corporate Controller	222,880	229,484	3.0%

Incentive Compensation

~~Annual Cash Incentives~~Short Term Incentive (STI)

Each of our ~~named executive officers~~NEOs was eligible to earn an annual cash incentive bonus for ~~2015, and Messrs. Bachmann and Power~~2018. As was the case for ~~2014, based upon~~2017, the ~~achievement of a pre-established EBITDA~~ target percentage for the CEO was set by the ~~Compensation Committee. Pursuant~~Board of Directors and remained unchanged from 2017. The target percentages for each of the other NEOs also remained unchanged from 2017 and were set by the Committee, after considering the recommendation of our CEO.



Name	Position	2018 STI % at Target
James Bachmann	President and CEO	100	%
Dennis Schemm	SVP and Chief Financial Officer	75	%
Timothy Power	SVP, General Counsel and Secretary	60	%
Bruce Major	SVP Manufacturing and Supply Chain	60	%
Dennis Romps	SVP, Chief Accounting Officer and Corporate Controller	60	%

In 2018, Adjusted EBITDA* (weighted 80%) and cash cost per unit** (weighted 20%) continued to ~~his then-current employment agreement,~~be used as performance metrics for all NEOs under the STI. The specific cash cost per unit target ~~amount for Mr. Bachmann’s annual cash~~set is not disclosed here to avoid potential competitive harm due to industry sensitivity, but the Committee applied a rigorous and comprehensive financial review in establishing targets and believed that achievement of each would require significant effort on the part of our management team.

In 2018, we achieved a company record Adjusted EBITDA through strong performance ~~bonus~~with our customers and tight operational execution. Our target Adjusted EBITDA was set ~~at 75%~~higher than our results achieved for 2017 and we achieved an overall Adjusted EBITDA that exceeded the target. We fell short of ~~his base salary~~our cash cost per unit target primarily due to strong inflation in raw materials and freight costs. Our focus on our Bison Way continuous improvement efforts and high return capital projects aided in controlling cash costs. Please note that lower cash costs leads to a higher payout for ~~2014. Under Mr. Bachmann’s new employment agreement, his target annual cash~~this component of STI.

The following tables show our NEOs’ STI performance ~~bonus was increased~~metric weightings for 2018 and actual payout percentage earned on each component resulting in a total payout of 113.6% of target:



Adjusted EBITDA 2018 (80% of STI)
	% of Target	Adjusted EBITDA	Payout %	Achievement %	Actual Payout %
Threshold	90%	$130.64M	50%
Target	100%	$145.16M	100%	104.0%	120.3%
Maximum	110%	$159.68M	150%



Cash Cost 2018 (20% of STI)
	% of Target	Payout %	Achievement %	Actual Payout %
Threshold	105%	50%
Target	100%	100%	101.3%	86.6%
Maximum	95%	150%



STI Total Payout Calculations
2018 Adjusted EBITDA Payout %	2018 Cash Cost Weighted Payout %	Total Payout %
96.24%	17.32%	113.56%

* “Adjusted EBITDA” is a non-GAAP measure and is defined by reference to ~~100%~~Adjusted EBITDA as calculated in and publicly disclosed by the Company in its quarterly earnings releases.

** “Cash Cost per unit” for purposes of base salary for 2015, in recognition of his expanded role as President and Chief Executive Officer. The target annual cash performance bonus amount for Messrs. Power and Malik were each 75% of base salary.

~~Annual cash incentives are payable under~~ our annual incentive plan ~~based upon achievement of an EBITDA target, which each year~~ is ~~set at~~ a ~~level our Compensation Committee believes will be attainable, but difficult to achieve,~~non-GAAP measure and ~~for certain NEOs, based upon achievement of personal objectives. In 2014, for Messrs. Bachmann~~includes among others, the following elements: fixed and ~~Power, bonuses were payable entirely based upon achievement of the EBITDA target. In 2015, Mr. Bachmann’s bonus was payable entirely based upon achievement of the EBITDA target~~variable manufacturing cash costs, freight and ~~Messrs. Power’s~~selling, general and Malik’s bonuses were payable 70% based on achievement of the EBITDA target and 30% based on the achievement of personal objectives. For each of 2014 and 2015, upon achievement of a threshold of 80% and 85%, respectively, of the targeted EBITDA, each executive could receive a 50% payout of the EBITDA component of his bonus. Achievement of 100% of the targeted EBITDA would result in a 100% bonus payout for this component. Achievement of 120% of the targeted EBITDA would result in a maximum bonus payout of 120% of this component. Payouts for EBITDA achieved between these points were interpolated. The EBITDA performance target was designed to be rigorous and difficult for our executive officers to achieve.

For 2014, the Company achieved EBITDA of $115.1 million, which resulted in a payout of 65.1% for Messrs. Bachmann and Power. For 2015, the Company achieved EBITDA of $125.3 million, which resulted in a payout of 72.1% of the EBITDA component of each NEO’s annual bonuses. The Compensation Committee considered Mr. Power’s successful execution of a number of strategic initiatives, including the development of long-term sourcing strategies and the launch of an energy savings program in determining that the personal objectives component of his annual bonus was achieved at 75% and Mr. Malik’s successful execution of a number of strategic initiatives, including a variety of sales initiatives as well as the development of a customer portal in determining that the personal objectives component of his annual bonus was achieved at 72%.administrative expenses, excluding depreciation.

The actual annual cash incentives paid to each ~~executive,~~NEO for 2018, which ~~was $306,425, $150,320~~were $655,129, $267,594, $201,118, $204,444, and ~~$124,013 for 2015~~$156,389 for Messrs. Bachmann, Schemm, Power, Major, and ~~Malik,~~Romps, respectively, are included in the “Non-Equity Incentive Plan” column of the Summary Compensation table ~~above.~~below.

~~Equity~~Long Term Incentive ~~Compensation~~(LTI)

~~In 2014,~~Long Term Incentive - 2018 Annual Grants

Our annual Long-Term Incentive (LTI) grants to NEOs include a mix of performance-based restricted stock units, or PRSUs (weighted 50%) and time-based restricted stock units, or RSUs (weighted 50%). To determine annual grant levels for the NEOs, the Committee considers competitive market values, individual performance, potential future contributions to our business, internal equity, and, for all NEOs ~~and~~ other ~~executive officers and Company employees received equity awards in connection with~~than himself, the ~~Company’s initial public offering.~~ CEO’s recommendations.

On February ~~4, 2014, we granted approximately 142,000 stock options~~20, 2018 for each of the NEOs, other than the CEO, and ~~75,000 shares of restricted stock based~~ on February 21, 2018 for the initial offering price of $14.00 per share. In connection with those grants, Mr. Bachmann received 15,000 stock options and 5,000 shares of restricted stock and Mr. Power received 7,500 stock options and 5,500 shares of restricted stock.

~~On March 2, 2015,~~CEO, the Company granted ~~certain employees and independent directors, including the NEOs,~~ RSUs and PRSUs. The RSUs ~~granted to each NEO,~~ vest ratably over four years. IfThe PRSUs are subject to the Company’s achievement of a cumulative two-year adjusted EBITDA target for 2018 and 2019, which was set by the Committee at a level that would require significant growth and that would be challenging to achieve. The 2018 PRSUs are also subject to a relative TSR modifier that adjusts the number of otherwise earned PRSUs upward or downward. Any earned 2018 PRSUs will vest following a one-year holding period on December 31, ~~2017,~~2020. Performance and payout scales are as follows with performance between the ~~exact~~threshold and target or target and maximum interpolated on a straight-line basis:

Threshold: 90% of Adjusted EBITDA goal earns 35% of target number of PRSUs ~~earned subject to the achievement~~

Target: 100% of ~~certain performance conditions through December 31, 2016. The~~Adjusted EBITDA goal earns 100% of target number of PRSUs

Maximum: 110% of Adjusted EBITDA goal earns 200% of target number of PRSUs

After applying the Adjusted EBITDA factor, the number of earned ~~will vary~~PRSUs can then be further adjusted upward or downward by 20% for relative TSR performance above the 75th or below the 25th percentile of the constituent companies in the Dow Jones Building Materials & Fixtures Index over the two-year performance period. The final payout earned can be between 0% and 240% based on EBITDA and the relative TSR performance.

We increased the LTI grant target for our CEO from 0%185% to 200% of ~~the number of PRSUs awarded, depending on the Company’s performance relative~~his base pay in order to ~~a cumulative two year EBITDA target for 2015 and 2016. In connection~~further align his interests with these grants, the NEOs received the following awards of RSUs and PRSUs (at target level): Mr. Bachmann received 16,778 RSUs and 16,778 PRSUs, Mr. Power received 4,970 RSUs and 4,970 PRSUs and Mr. Malik received 6,097 RSUs and 6,097 PRSUs.

~~Long-Term Incentives Following the Acquisition~~

Following the Acquisition, Lone Star implemented a cash-based long term incentive plan, the LSF8 Gypsum Holdings, L.P. Long Term Incentive Plan (the “LTIP”). Under the LTIP, participants were granted pool units entitling them, subject to the terms of the LTIP, to a potential cash payout upon a monetization event. LSF8 Gypsum Holdings, L.P., or LSF8, our majority shareholder, maintained, and was obligated for all payments under the LTIP. The LTIP was effective August 30, 2013 and, as described below, reached its maximum payout level following our September 2015 secondary public offering. Therefore, LSF8 will not make any further payments under the LTIP. Eachthose of our ~~NEOs participated in the LTIP.~~

~~Mr. Bachmann was awarded 200,000 pool units under the LTIP, Mr. Power was awarded 100,000 pool units under the LTIP~~stockholders, more closely align his target pay mix and Mr. Malik, upon joining the Company, was awarded 50,000 pool units under the LTIP. In addition, three other executive officers, including the estate of our former, deceased CEO, Isaac Preston, who are not NEOs for 2015 held an aggregate of 500,000 pool units under the LTIP. The total ~~number of pool units authorized under the LTIP was 1,000,000.~~

Pool units granted under the LTIP generally only became vested upon the occurrence, prior to August 30, 2018, of a vesting monetization event. The value of a participant’s pool units was determined as of the closing date of each monetization event relative to that participant’s interest in the incentive pool, calculated as the number of vested pool units held by the individual participant, divided by 1,000,000 (the total number of pool units authorized under the LTIP). The amount of profits credited to the incentive pool under the LTIP in connection with a monetization event was based upon the internal rate of return realized upon a monetization event by the Company’s direct and indirect equity holders immediately prior to our initial public offering; provided, however, in no event was more than $35 million, in the aggregate, to be credited to the incentive pool under the LTIP. This $35 million cap was reached with our secondary public offering in September of 2015, and therefore, no future payments will be made under the LTIP. Payments under the LTIP were made in cash as soon as reasonably practicable after the closing of each applicable monetization event. Our initial public offering and our November 2014 secondary offering did not trigger any payouts under the LTIP. However, our March, May and September 2015 secondary public offerings and the related share repurchase transactions in May and September of 2015 did trigger cash payments of an aggregate of $6,999,999, $3,500,000 and $1,750,000 to Messrs. Bachmann, Power and Malik, respectively. Of the aggregate amount to which Mr. Bachmann was entitled under the LTIP, Mr. Bachmann requested that his payments triggered by the May and September 2015 secondary public offerings be reduced by an aggregate amount of $510,000compensation opportunity with the ~~understanding that such amounts would be paid~~50th percentile for CEOs in our peer group, and to ~~other key employees.~~place a greater portion of his total compensation at risk.

The ~~amount of profits that were credited to~~following table summarizes the ~~incentive pool upon each monetization event, subject to the aggregate $35 million cap, is summarized in the table and footnotes below:~~2018 LTI grants approved for our NEOs:



~~Aggregate Cash Distribution Cash Received(1) or Monetization~~ ~~Event Value(2), as Applicable, Required to Achieve Cumulative~~ ~~Internal Rate of Return of:~~		~~Percentage of the Incremental Cash Distribution Profit Amount(1)~~ ~~or Monetization Event Profit Amount(2), as Applicable, to be~~ ~~Credited as Cash Distribution Participation Amount(1) or~~ ~~Monetization Event Participation Amount(2), as Applicable(3)~~
~~14.99% or less~~		~~0.00%~~
~~Over 15% up to 17.99%~~		~~1.25% of excess over 0%~~
~~Over 18% up to 20.99%~~		~~2.75% of excess over 18%~~
~~Over 21% up to 24.99%~~		~~4.50% of excess over 21%~~
~~Over 25% up to 29.99%~~		~~6.75% of excess over 25%~~
~~Over 30% up to 34.99%~~		~~7.75% of excess over 30%~~
~~Over 35% up to 39.99%~~		~~9.00% of excess over 35%~~
~~Over 40% up to 44.99%~~		~~11.25% of excess over 40%~~
~~Over 45%~~		14.50% of excess over 45%**



NEO	Position	Dollar Value of Shares		2018 Number of RSUs Granted	2018 Number of PRSUs Granted (at Target)
James Bachmann	President and CEO	$	1,120,000	19,788	19,788
Dennis Schemm	SVP and Chief Financial Officer	$	329,091	5,814	5,814
Timothy Power	SVP, General Counsel and Secretary	$	220,320	3,893	3,893
Bruce Major	SVP, Manufacturing and Supply Chain	$	247,500	4,373	4,373
Dennis Romps	SVP, Chief Accounting Officer and Corporate Controller	$	187,152	3,307	3,307

Long Term Incentives - Earned PRSUs for the 2017/2018 Performance Period


~~(1)~~	Upon a monetization event that was a cash distribution (as defined below) that occurred prior to any of the other types of monetization events, the incentive pool was to be credited with an amount equal to the Cash Distribution Participation Amount. The “Cash Distribution Participation Amount” is a portion of the excess of:


~~(i)~~	the sum of such cash distribution actually distributed to the Company’s current direct and indirect equity owners immediately prior to our initial public offering (the “Cash Distribution Cash Received”) plus all prior cash distributions (plus all prior Monetization Event Value Received (see footnote (2), below), if any), over


~~(ii)~~	~~the beginning equity value (as defined in the LTIP), as increased from time to time pursuant to the LTIP (such excess, the “Cash Distribution Profit Amount”).~~

~~To determine such portion, LSF8 was to calculate~~The PRSUs earned in 2018 for the 2017-2018 performance period were based on a two-year cumulative ~~internal rate~~Adjusted EBITDA (as defined in our First Lien Credit Agreement dated as of ~~return (“Cumulative Internal Rate of Return”) with respect to~~August 30^th, 2013) target for 2017 and 2018. The Compensation Committee approved the ~~Cash Distribution Cash Received in such current cash distribution~~cumulative two-year threshold, target and ~~all prior cash distributions (the “Aggregate Cash Distribution Cash Received”). However,~~maximum requirements at the incentive pool would not be credited with any amounts unless and until the Cumulative Internal Rate of Return equaled or exceeded 15%. Once the Cumulative Internal Rate of Return equaled or exceeded 15%, the Cash Distribution Participation Amount or Monetization Event Participation Amount, as applicable, would be determined pursuant to the table above.


~~(2)~~	Upon a monetization event other than a cash distribution, the incentive pool was to be credited with the Monetization Event Participation Amount. The “Monetization Event Participation Amount” was a portion of the excess of:

~~(i)~~

the sum of the net cash proceeds (and the fair market value of other consideration received at the time of the monetization event as determined in LSF8’s discretion) from the event causing the monetization event actually received by the Company’s direct and indirect equity holders immediately prior to our initial public offering (the “Monetization Event Value Received”) plus all prior Aggregate Cash Distribution Cash Received, over


~~(ii)~~	~~the beginning equity value (such excess, the “Monetization Event Profit Amount”).~~

To determine such portion, LSF8 calculated a Cumulative Internal Rate of Return with respect to the Monetization Event Value Received and the Aggregate Cash Distribution Cash Received (the “Aggregate Monetization Event Value”). However, the incentive pool would not be credited with any amounts unless and until the Cumulative Internal Rate of Return equaled or exceeded 15%. Once the Cumulative Internal Rate of Return equaled or exceeded 15% then, the Cash Distribution Participation Amount or Monetization Event Participation Amount, as applicable, would be determined pursuant to the table above.

In addition, in the event the Cumulative Internal Rate of Return was greater than or equal to 25%, the aggregate amount credited as Monetization Event Participation Amount would not be less than $85,000,000.


~~(3)~~	The percentage in the right-hand column in any particular row of the table was applied only to the portion of the Cash Distribution Profit Amount or Monetization Event Profit Amount, as applicable, attributable to the incremental Cumulative Internal Rate of Return reflected in the left-hand column of such row.

~~Generally, for purposes~~start of the ~~LTIP,~~two-year performance period. The cumulative result was $287,141,000 resulting in a ~~monetization event occurred if~~payout of 91.4%.



2017 PRSU Grant -Two-Year Cumulative Adjusted EBITDA
	Minimum		Target		Maximum		Actual
Performance	90%		100%		110%		98.7%
Two Year Cumulative Adjusted EBITDA	$	261,900,000	$	291,000,000	$	320,100,000	$	287,141,000
Payout Percentage	35%		100%		200%		91.4%

The following table sets forth the threshold, target, maximum, and ~~when:~~

LSF8 or the Company was converted, merged, consolidated or reorganized into or with another corporation or other legal person and, immediately after such conversion, merger, consolidation, or reorganization, less than a majorityactual number of ~~the combined voting power of the then-outstanding equity securities of such corporation or other legal person immediately after such transaction~~shares that were ~~held in the aggregate by the holders of voting securities of LSF8 immediately prior to such transaction;~~

the equityholders of LSF8 sold, transferred or exchanged more than 50% of the combined voting power of the then-outstanding equity securities of LSF8 or the Company to an unrelated third party, or (B) LSF8 or its subsidiaries sold, transferred or exchanged more than 50% in value of their aggregate assets to any other entity or other legal person, and less than a majority of the combined voting power of the then outstanding equity securities of such entity or person immediately after such sale were held in the aggregate by the holders of voting securities of LSF8 immediately prior to such sale;

~~a firm commitment underwritten public offering occurred that was registered~~earned under the ~~Securities Act of 1933, as amended, of the equity interests of LSF8, the Company, another subsidiary of LSF8 or a respective successor entity where either (A) the members’ interest~~PRSU grants made in the voting securities of LSF8, a subsidiary or a respective successor entity, as applicable, was reduced to below 50% as a result of such public offering or (B) LSF8 determined, in its sole and absolute discretion, that such public offering constituted a monetization event for purposes of the LTIP; or

~~LSF8 paid dividends or distributions (whether pursuant~~2017. The earned 2017 PRSUs remain subject to a ~~regular dividend, extraordinary dividend, non-dividend distribution, redemption, recapitalization, or otherwise) (a “cash distribution”).~~one-year holding period and will fully vest on December 31, 2019.

In turn, a vesting monetization event was any of the events described in the subsections above (i) that was not a cash distribution, or (ii) that was a cash distribution, provided that at the time of such event, the Cumulative Internal Rate of Return of the Company’s direct and indirect equity holders as of immediately prior to our initial public offering was at least 15% and, when combined with any prior monetization event, results in a return to such direct and indirect equity holders of the Company of at least their beginning equity value.



2017 PRSU Grant- Shares Earned
Name	Position	Threshold # of shares	Target # of shares	Maximum # of shares	Actual payout earned (# of shares) 91.4% of Target
James Bachmann	President and CEO	7,786	22,246	44,492	20,333
Dennis Schemm	SVP and Chief Financial Officer	2,248	6,424	12,848	5,872
Timothy Power	SVP, General Counsel and Secretary	1,656	4,731	9,462	4,324
Bruce Major	SVP, Manufacturing and Supply Chain	1,674	4,783	9,566	4,372
Dennis Romps	SVP, Chief Accounting Officer and Corporate Controller	1,409	4,027	8,054	3,681

Retirement Plans

We maintain a tax qualified 401(k) defined contribution plan (the ~~“401(k)”~~"401(k) plan") ~~plan,~~, for the benefit of our employees. Under the 401(k) plan, employees (including the current NEOs) are permitted to elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan. We are also permitted to make contributions up to the legally prescribed limits on behalf of all eligible employees to the 401(k) plan, which are reflected in the ~~“All~~"All Other ~~Compensation”~~Compensation" column of the Summary Compensation Table ~~above.~~below.

In response to the 2017 Tax Reform Act, we enhanced the 401(k) plan in 2018 and increased the employer match. We also enhanced the design to allow employees to receive a higher level of company match. This change in design allows all employees to accelerate retirement savings.

We do not offer any special supplemental retirement benefits to our executives, who participate in the same defined contribution plan as all other full-time, non-union employees.

Termination, Severance and Change in Control Arrangements

~~Executive Severance and Change in Control Plan~~

~~On November 3, 2015, we implemented~~We maintain the Continental Building Products, Inc. Amended and Restated Executive Severance and Change in Control Plan (the ~~“Severance Plan”~~"Severance Plan"), in which certain executives, including each NEO, are eligible to participate. The Severance Plan is described in further detail below under "Potential Payments Upon Termination or Change-in-Control." Any payments made under the Severance Plan are also subject to the Company’s clawback policy.

Key highlights of the Severance Plan for a Qualifying Termination in Connection with a Change in Control:


◦	Double trigger required for cash severance (change in control and qualifying termination)


◦	Cash severance multiple: 1 times salary + target bonus, except 2 times salary + target bonus for the CEO


◦	Annual bonus: pro-rated based on actual performance through end of performance period


◦	Unvested RSUs: full vesting; double trigger required; accelerated vesting only if not assumed, replaced, or converted by an acquirer


◦	Unvested PRSUs: for awards granted before 2017, full vesting at target; For awards granted in or after 2017, full vesting in accordance with the award documents, which generally provide for vesting based on actual performance through the end of the performance period; in both cases double trigger required


◦	Benefits: continued life, health, dental and disability coverage commensurate with severance multiple


◦	Restrictive covenants: non-compete and non-solicit (for the length of the severance period) and confidentiality agreement

Key highlights of the Severance Plan for a Qualifying Termination Not in Connection with a Change in Control:


◦	Good reason or without cause required for cash severance trigger


◦	Cash severance multiple: 1 times salary, except 2 times salary for the CEO


◦	Annual bonus: pro-rata based on actual performance through end of performance period


◦	Unvested RSUs: forfeited


◦	Unvested PRSUs: pro-rata based on actual performance through end of performance period


◦	Benefits: continued life, health, dental and disability coverage commensurate with severance multiple


◦	Restrictive covenants: non-compete and non-solicit (for the length of the severance period) and confidentiality agreement

Clawback Policy

We maintain a "clawback" policy with respect to incentive-based compensation. The policy provides that, in the event of a restatement of the Company’s financial results due to material noncompliance with any financial reporting requirements under the securities laws and commencing with incentive compensation awarded in respect of the 2017 fiscal year, the Board is entitled to seek to recoup from executive officers any incentive-based compensation that would not otherwise have been awarded or paid to such persons under the as-restated financial statements during the full fiscal year prior to the filing of the Current Report on Form 8-K announcing the restatement.

Hedging Policy

We maintain a policy that prohibits our directors, executive officers and employees from engaging in any hedging transactions, including but not limited to the purchase of options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds, that are designed to hedge or offset any decrease in the market value of the Company's common stock.

Pledging Policy

We maintain a policy that prohibits Board members andexecutive officers of the Company from pledging Continental shares of stock, from purchasing such shares on margin, or from holding such shares in a margin account.

Stock Ownership Guidelines

To align our officers' and directors' interests with those of our stockholders, we maintain Stock Ownership Guidelines for our executive officers and directors respectively.

Under these guidelines, each executive officer is required to own and hold, as a minimum, that number of shares of the Company's common stock having a market value of at least a stated multiple of the executive officer’s base salary. The stated

multiple for the Chief Executive Officer is 5, for the Chief Financial Officer is 2.5 and for all other executive officers is 1. For purposes of the Stock Ownership Guidelines, common stock includes the after-tax value of shares of common stock no matter how acquired (i.e., whether through the vesting of restricted shares or RSUs, or PRSUs or through purchase on the open market), the anticipated after-tax value of unvested time-based restricted shares or RSUs and the anticipated after-tax value of unvested, but earned PRSUs.

In 2018, we strengthened the Stock Ownership Guidelines to require each executive officer to hold no less than 50% of all earned PRSUs and 50% of all vested RSUs until the relevant stock ownership guideline is satisfied.

Executive officers are expected to comply with the stock ownership requirements within five years of the grant of their initial equity award. We review the stock ownership quarterly and currently all of our executive officers are on track to satisfy the stock ownership guidelines within the relevant time frame.

Under our stock ownership guidelines, each non-employee director is required to own and hold, at a minimum, that number of shares of the Company’s common stock having a market value of at least three times the director’s annual cash retainer within 5 years from the initial grant. In 2018, we modified the guidelines to require each non-employee director to hold no less than 50% of all vested RSUs until the relevant stock ownership guideline is satisfied. See "Director Stock Ownership Guidelines and Hedging and Pledging Policies". The Compensation Committee monitors progress annually and currently all of our non-employee directors are on track to satisfy the stock ownership guidelines within the relevant time frame.

Tax Consideration

Section 162(m) of the Internal Revenue Code of 1986, as amended, (the “Code”) imposes a $1,000,000 limit on the amount that a public company may deduct in any one year with respect to certain “covered employees.” Though deductibility of compensation is a consideration in making pay decisions, the Committee has sought to maintain flexibility in compensating our executives, and, as a result has the right to grant non-deductible awards and make other non-deductible pay decisions when it believes it is in the best interests of stockholders, and we expect that compensation for 2018 and in future years will not be fully deductible.

Compensation Risk Analysis

As part of its annual risk assessment, the Committee, with the assistance of Aon and management, assessed risk in our employee compensation plans, practices and policies, including all 2018 executive incentive compensation plans. In performing this risk assessment, the Committee considered: the alignment of our compensation programs to our strategy, the mix of fixed and variable compensation; the mix of short term and long term incentive compensation; the long-term incentive program mix; the extent to which performance metrics are directly linked to our business plan; the level of stretch for each performance metric; appropriate maximum caps on our performance metrics for our short term incentive and long term equity-based incentive plans; minimum requirements before incentives are paid; the presence of double trigger requirements for severance payments in a change-in-control situation; our stock ownership requirements; the form of retirement benefits offered; and our clawback, hedging and pledging policies. Based on this assessment, and based on management's knowledge of all other compensation plans and practices, the Committee does not believe any of our Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on our Company.

Compensation Committee Report

The Committee reviewed and discussed the Compensation Discussion and Analysis above as required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

By the Compensation Committee of the Board of Directors of Continental Building Products, Inc.

Chantal Veevaete, Chair

Edward Bosowski

Michael O. Moore

Executive Compensation Tables

Summary Compensation Table

The following table summarizes information concerning the compensation awarded to, earned by or paid to our current NEOs during the 2018, 2017 and 2016 fiscal years, as applicable. Messrs. Major and Romps were not NEOs in 2016.



Name and Principal Position	Year	Salary ($)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
James Bachmann	2018	576,800	1,068,552	655,129	54,434	2,354,915
President and Chief	2017	560,000	1,054,460	524,160	50,289	2,188,909
Executive Officer	2016	450,000	644,873	588,150	44,815	1,727,838
Dennis Schemm	2018	314,133	312,212	267,594	49,837	943,776
SVP and Chief	2017	299,174	304,498	210,020	41,590	855,282
Financial Officer	2016	290,460	308,331	271,043	40,218	910,052
Timothy Power	2018	295,120	209,054	201,118	50,136	755,428
SVP, General Counsel	2017	272,000	224,249	152,755	45,711	694,715
and Secretary	2016	244,728	210,416	181,226	43,923	680,293
Bruce Major	2018	300,000	234,830	204,444	49,835	789,109
SVP, Manufacturing	2017	275,000	226,714	154,440	45,510	701,664
and Supply Chain
Dennis Romps	2018	229,484	177,586	156,389	47,937	611,396
SVP, Chief Accounting Officer	2017	222,880	190,880	125,169	43,612	582,541
and Corporate Controller

(1)

The amounts shown in this column represent the aggregate grant date fair value of time- and performance-based RSU awards granted under the Company’s Amended and Restated 2014 Stock Incentive Plan, calculated in accordance with FASB ASC Topic 718, Stock Compensation, or ASC 718. The aggregate grant date fair values for the 2018 performance-based restricted stock units, or PRSUs, assume the target level of performance conditions are attained. Assuming the highest level of performance conditions are achieved for the PRSUs, the aggregate grant date value for PRSUs granted in 2018 would be $1,282,262, $374,654, $250,865, $281,769 and $213,103 for Messrs. Bachmann, Schemm, Power, Major, and Romps, respectively. Please refer to Note 12 to the Consolidated Financial Statements included inour Annual Report on Form 10-K for the year ended December 31, 2018 for a discussion of the assumptions used to calculate these amounts.


(2)	For each of the relevant years, the amounts shown in this column reflect the annual cash performance bonus earned by the executive, which is described in further detail above under "Incentive Compensation-Short Term Incentive (STI)."

(3)

The amounts in this column for 2018 represent the sum of automobile allowances, basic life insurance premiums, executive supplemental disability, executive physical allowance, and Company matching contributions made to our 401(k) plan. In addition, the amounts include estimated additional Company contributions to our defined contribution plan related to services performed in 2018, but which amounts will not be finalized and contributed to participant accounts until April of 2019.



NEO	Position	401(k) Match	Core Contributions (A)	Exec Physical Allowance	Car Allowance	Life Insurance	Disability Insurance	Total
James Bachmann	President and Chief Executive Officer	$15,469	$16,500	$1,500	$18,000	$1,268	$1,696	$54,434
Dennis Schemm	SVP, Chief Financial Officer	15,469	16,500	1,500	13,200	1,268	1,900	49,837
Timothy Power	SVP, General Counsel and Secretary	15,469	16,500	1,500	13,200	1,268	2,199	50,136
Bruce Major	SVP, Manufacturing and Supply Chain	15,469	16,500	1,500	13,200	1,268	1,898	49,835
Dennis Romps	SVP, Chief Accounting Officer and Corporate Controller	15,469	16,500	1,500	13,200	1,268	—	47,937

(A) Core Contributions represent profit sharing contributions under our 401(k) plan.

2018 Grants of Plan Based Awards



Name and Position	Award Type	Grant date	Estimated future payouts under non-equity incentive plan awards (1)			Estimated future payouts under equity incentive plan awards (2)			All other stock awards: Number of shares of stock or units (3)	Grant date fair value of stock and option awards (4)
			Threshold	Target	Maximum	Threshold	Target	Maximum		Grant date fair value of stock and option awards (4)
			($)	($)	($)	(#)	(#)	(#)	(#)	($)
James Bachmann President and Chief Executive Officer	STI		288,400	576,800	865,200
	PRSU	02/21/18				6,926	19,788	47,491		534,276
	RSU	02/21/18							19,788	534,276
Dennis Schemm SVP, Chief Financial Officer	STI		117,799	235,598	353,397
	PRSU	02/20/18				2,035	5,814	13,954		156,106
	RSU	02/20/18							5,814	156,106
Timothy Power SVP, General Counsel and Secretary	STI		88,500	177,000	265,500
	PRSU	02/20/18				1,363	3,893	9,343		104,527
	RSU	02/20/18							3,893	104,527
Bruce Major SVP, Manufacturing and Supply Chain	STI		90,000	180,000	270,000
	PRSU	02/20/18				1,531	4,373	10,495		117,415
	RSU	02/20/18							4,373	117,415
Dennis Romps SVP, Chief Accounting Officer and Corporate Controller	STI		68,500	137,000	205,500
	PRSU	02/20/18				1,157	3,307	7,937		88,793
	RSU	02/20/18							3,307	88,793

(1)

Actual amounts paid on February 28, 2019 were based on the Committee's review and certification of the achievement of our adjusted EBITDA and cash cost per unit performance metrics, and are reflected in the "Non-Equity Incentive Plan Compensation" column of the Summary Compensation Table above. These awards are discussed under "Incentive Compensation-Short Term Incentive (STI)" above. The threshold for annual incentives assumes a minimum achievement for both of the financial performance metrics.


(2)	These amounts reflect the threshold, target and maximum number of shares that may be earned under our PRSUs granted in February 2018. The exact number of PRSUs actually earned by the executive is subject to the Company"s performance relative to a cumulative two-year adjusted EBITDA target for 2018 and 2019. Any earned shares will vest following a one-year holding period on December 31, 2020.


(3)	These amounts reflect the number of shares subject to RSU awards granted on February 21, 2018 for the CEO and granted on February 20, 2018 for the NEOs. The RSUs vest ratably over four years from the grant date.


(4)	This amount represents the aggregate grant date fair value of the relevant award calculated in accordance with ASC 718.

For any additional information regarding the compensation and types of awards given to our Executives, please refer to the "Elements of Compensation" discussion above.

Outstanding Equity Awards at 2018 Fiscal Year End

The following table provides information regarding outstanding equity awards under the Company's Amended and Restated 2014 Stock Incentive Plan held by the NEOs as of December 31, 2018.



Option Awards (1)					Stock Awards
Name and Position	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Option exercise price ($)	Option expiration date	Number of Shares or units of stock that have not vested (#)		Market value of shares of units of stock that have not vested ($)(2)	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 ($)(2)
James Bachmann President and Chief Executive Officer	15,000	—	14.00	2/4/2024	4,194	(3)	106,737	19,788 (8)	503,605
					9,395	(4)	239,103
					16,684	(5)	424,608
					22,246	(6)	566,161
					19,788	(7)	503,605
Dennis Schemm SVP, Chief Financial Officer	—	—	—		1,570	(3)	39,957	5.814 (8)	147,966
					4,492	(4)	114,321
					4,818	(5)	122,618
					6,424	(6)	163,491
					5,814	(7)	147,966
Timothy Power SVP, General Counsel and Secretary	7,500	—	14.00	2/4/2024	1,242	(3)	31,609	3,893 (8)	99,077
					3,065	(4)	78,004
					3,548	(5)	90,297
					4,731	(6)	120,404
					3,893	(7)	99,077
Bruce Major SVP, Manufacturing and Supply Chain	—	—	—		3,094	(4)	78,742	4,373 (8)	111,293
					3,587	(5)	91,289
					4,783	(6)	121,727
					4,373	(7)	111,293
Dennis Romps SVP, Chief Accounting Officer and Corporate Controller	—	—	—		1,169	(3)	29,751	3.307 (8)	84,163
					2,843	(4)	72,354
					3,020	(5)	76,859
					4,027	(6)	102,487
					3,307	(7)	84,163


(1)	All stock options were granted on February 4, 2014 in connection with the Company’s Initial Public Offering. All awards vested in four equal installments on the first, second, third and fourth anniversaries of the grant date.


(2)	The market value of outstanding awards of restricted stock, RSUs and PRSUs is computed by using the closing price of a share of the Company’s common stock on December 31, 2018, which was $25.45, and for PRSUs, assumes achievement of the target level of performance conditions.


(3)	Award of RSUs was granted on March 2, 2015 and vests in four equal installments on the first, second, third and fourth anniversaries of the grant date. Award of RSUs for Dennis Schemm was granted on May 5, 2015 and vests also in four equal installments on the first, second, third and fourth anniversaries of the grant date.


(4)	Award of RSUs was granted on March 11, 2016 and vests in four equal installments on the first, second, third and fourth anniversaries of the grant date.


(5)	Award of RSUs was granted on February 22, 2017 and vests in four equal installments on the first, second, third and fourth anniversaries of the grant date.

(6)

Award of PRSUs granted on February 22, 2017 and vests on December 31, 2019 with the exact number of PRSUs earned subject to the achievement of certain performance conditions through December 31, 2018. The number of PRSUs earned will vary from 0% to 200% of the number of PRSUs awarded, depending on the Company's performance relative to a cumulative two year EBITDA target for 2017 and 2018. These 2017 PRSUs were paid out at 91.4% of target.


(7)	Award of RSUs was granted on February 20 and 21, 2018 and vests in four equal installments on the first, second, third and fourth anniversaries of the grant date.

(8)

Award of PRSUs granted on February 20 and 21, 2018 and vests on December 31, 2020 with the exact number of PRSUs earned subject to the achievement of certain performance conditions through December 31, 2018. The number of PRSUs earned will vary from 0% to 240% of the number of PRSUs awarded, depending on the Company's performance relative to a cumulative two year EBITDA target for 2018 and 2019 and application of a TSR modifier of +/- 20%.

2018 Option Exercises and Stock Vested

The following table shows the number of shares acquired upon vesting of restricted stock, RSUs and PRSUs for each of our NEOs during the year ended December 31, 2018. One of our NEOs exercised stock options during 2018.



NEO	Position	Stock Options		Stock awards
NEO	Position	Number of options acquired on vesting (#)	Value realized on vesting (1) $	Number of shares acquired on vesting (#)	Value realized on vesting (1)($)
James Bachmann	President and Chief Executive Officer	—	—	45,655	1,189,416
Dennis Schemm	SVP, Chief Financial Officer	—	—	19,742	513,577
Timothy Power	SVP, General Counsel and Secretary	—	—	15,107	393,136
Bruce Major	SVP, Manufacturing and Supply Chain	—	—	12,607	326,337
Dennis Romps	SVP, Chief Accounting Officer and Corporate Controller	7,500	166,875	13,912	361,957

(1)

Stock option value is determined by multiplying (i) the number of options exercised by (ii) the difference between the closing market price of our common stock on the exercise date and the exercise price of the options. Stock award value realized is determined by multiplying (i) the closing market price of our common stock on the vesting date by (ii) the number of shares of common stock that vested on that date. In some cases, the actual value realized by the executive may be lower due to the withholding of shares to cover any associated tax or exercise price obligations

Potential Payments upon Involuntary Termination or Change-in-Control

Executive Severance and Change in Control Plan

As described above, we maintain the Continental Building Products, Inc. Amended and Restated Executive Severance and Change in Control Plan (the "Severance Plan"), under which certain of our executives, including ~~each NEO, is eligible~~all of our NEOS are entitled to ~~participate. The Severance Plan has an initial term of two years.~~

~~Under the Severance Plan,~~certain payments and benefits in the event ~~that an executive is terminated~~of a termination without Cause or ~~resigns for~~resignation with Good Reason ~~(in each case, as defined in the Severance Plan)~~both in connection with and ~~within six months prior to or 24 months following~~outside the context of a Change in Control (as defined in the Severance Plan),.

The Severance Plan defines "Cause" as a Participant’s(a) willful and continued failure to substantially perform assigned duties for the ~~executive will~~Company (other than any such failure resulting from the Participant's disability) if such failure to perform is not fully cured by the Participant within ten (10) days after he or she receives written notice of such failure from the Company; (b) gross misconduct which is materially and demonstrably injurious to the Company; (c) willful violation of any of the covenants contained in Article 8 of the Severance Plan; (d) conviction of, or plea of nolo contendere, to (i) a felony or (ii) any other crime which, in the reasonable opinion of the Company, could adversely affect the business or reputation of the Company; (e) commission of an act of misappropriation, fraud, embezzlement, or material breach of fiduciary duty to the Company; or (f) a material violation of the Company's code of conduct or any other policy of the Company that applies to the Participant.

The Severance Plan defines "Good Reason" as any of the following to which a Participant has not consented in writing: (a) a material diminution in the Participant's Base Salary; (b) a material diminution in the Participant's authority, duties, or responsibilities; (c) the relocation of the Participant to a facility or a location more than fifty (50) or more miles from the Participant's principal business location at which the Participant must perform services for the Company; or (d) any other action or inaction that constitutes a material breach of the terms of the Severance Plan; provided however, that such events shall not constitute grounds for Good Reason termination unless such Participant has provided notice to the Company of the existence of the one or more of the above conditions within ninety (90) days of its initial existence, the Company has been provided thirty (30) days to remedy the condition, and such Participant terminates his or her employment with the Company within ninety (90) days following the expiration of such cure period to the extent the condition remains uncured.

In the event that an NEO were terminated without Cause or for Good Reason within 24 months following a Change in Control, then, in addition to previously accrued obligations, the NEO would be entitled to receive: ~~(1) payment of any accrued obligations, including any bonus earned with respect to any period which ended prior to the date of termination, (2) a~~

A lump sum severance payment equal to 100% (or 200% in the case of Mr. Bachmann) of the sum of the executive’s then current annual base salary and annual target bonus ~~opportunity, (3) payment~~opportunity;

Payment of a pro-rated annual bonus for the year that includes the date of termination, based on actual ~~performance, (4) continued~~performance;

Continued life, disability, medical, dental and vision benefits for the executive and his eligible dependents for 12 months (or for 24 months for Mr. Bachmann) or until such time as the executive becomes reemployed with another employer and eligible to receive group health plan coverage from such employer (or reimbursement for such coverage, if such continued coverage cannot be provided),; and ~~(5) if~~

If such awards are not adequately replaced (as described in the Severance Plan), accelerated vesting of all outstanding equity awards, with unearned performance awards granted before January 1, 2017 deemed earned at target ~~level.~~ level and unearned performance awards granted on or after January 1, 2017, full vesting in accordance with the award documents, which generally provide for vesting based on actual performance.

All payments are generally to be made within 3060 days offollowing the date of termination, except the pro-rated annual bonus which is payable at the same time annual bonuses are paid to other senior executives of the Company. All payments under the Severance Plan are subject to reduction in the event that such payments, ~~which~~when combined with all other payments and benefits to be provided to the executive, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, and the net after tax-amount to be received by the executive would be less than had the payments been reduced so as to avoid imposition of the excise tax.

In the event that ~~an executive is~~a NEO were terminated without Cause or resigns for Good Reason not in connection with a Change in Control (or not within ~~six months prior to or~~ 24 months following a Change in Control), then, in addition to previously accrued obligations, the ~~executive~~NEO will be entitled to receive: ~~(1) payment of any accrued obligations, including any bonus earned with respect to any period which ended prior to the date of termination, (2) severance~~

Severance payments over 12 months (or 24 months in the case of Mr. Bachmann) in an aggregate amount equal to 100% (or 200% in the case of Mr. Bachmann) of such executive’s then current annual base ~~salary, (3) payment~~salary;

Payment of a pro-rated annual bonus for the year that includes the date of termination, based on actual ~~performance, (4) continued~~performance;

Pro-rata vesting of all outstanding stock options and stock appreciation rights based on the number of days the executive was employed during the vesting period over the total number of days in the vesting period, forfeiture of all unvested shares of restricted stock and RSUs, and pro-rata vesting of any unearned performance awards based on the number of days the executive was employed during the performance period over the total number of days in the performance period and actual performance through the completion of the performance cycle.

Any payments under the Severance Plan are conditioned upon (1) the ~~executive’s~~executive's execution of a separation agreement ~~in a form and substance provided by the Company,~~ including a general release of claims, and (2) the ~~executive’s~~executive's compliance

with confidentiality, non-competition, non-solicitation, intellectual property and non-disparagement covenants contained in the Severance Plan. Any payments made under the Severance Plan are also subject to the Company’s ~~recoupment policy~~clawback policy.

Equity Award Agreements

Under the standard terms of our equity award agreements, any then unvested RSU awards accelerate and ~~will be offset by any severance amounts~~become fully vested upon an NEO's termination of employment due to ~~an individual under any employment agreement, including Mr. Bachmann’s employment agreement described below.~~

~~Mr. James Bachmann Employment Agreement~~

~~Pursuant to his new employment agreement, in the event that Mr. Bachmann’s employment is terminated by the Company without Cause~~death, disability, or ~~he resigns for Good Reason (in each case, as defined in~~retirement after age 65. In addition, upon such ~~agreement), then subject to his execution and non-revocation of a waiver and general release of claims~~termination events, NEOs will vest in a ~~form provided by~~pro-rated number of PRSUs based on the ~~Company and his compliance with~~number of days the confidentiality, non-compete, non-solicitation and non-disparagement restrictive covenants contained in his employment agreement, he would be entitled to any accrued payments or benefits, continued payment of his base salary for a period of 24 months, and payment of a pro-rata annual cash performance bonus for the period of the year that Mr. Bachmannexecutive was employed bybetween the ~~Company. As noted above,~~grant date and the vesting date (with such ~~payments will reduce~~vesting occurring on the date that the Committee certifies actual performance with respect to the PRSUs for any ~~amounts owed to Mr. Bachman under the Severance Plan.~~unearned awards).

~~Outstanding Equity Awards at Fiscal Year End~~Potential Payments Upon Termination

The following table ~~provides information regarding outstanding equity awards made~~summarizes the payments and benefits that each NEO would have been eligible to ~~the NEOs~~receive upon his termination of employment under the ~~Company’s 2014 Stock Incentive Plan~~various circumstances described above as of December 31, ~~2015.~~2018. These estimated amounts assume that the relevant termination of employment occurred on December 31, 2018 and the value of any equity award accelerated vesting is based on the $25.45 closing market price of our common stock on December 31, 2018.

The table below does not reflect any accrued wages, unused vacation pay or other paid time off, or the intrinsic value (as of December 31, 2018) of any outstanding stock options, RSUs or PRSUs held by the NEO that were vested on that date. In addition, this table assumes that no reduction in amounts is required to comply with the Code Section 4999 cutback provisions under the Severance Plan described above.

Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the NEOs should a separation from service or change in control occur during the year will differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the event, our stock price, target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event, and the executive’s age and prevailing tax rates.

Option Awards (1) Stock Awards
Name Number of securities underlying unexercised options (#) exercisable Number of securities underlying unexercised options (#) unexercisable Option exercise price ($) Option expiration date Number of Shares or units of stock that have not vested (#) Market value of shares of units of stock that have not vested ($)(2) 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 ($)(2)
James Bachmann 3,750 11,250 14.00 2/4/2024
3,750(3)
16,778(4)
65,475
292,944
16,778(5) 292,944
Timothy Power 1,875 5,625 14.00 2/4/2024
4,125(3)
4,970(4)
72,023
86,776
4,970(5) 86,776
Muhammad Shahbaz Malik — — — — 6,097(3) 106,454 6,097(5) 106,454



Payments and Benefits Upon Separation	Retirement⁽¹⁾, Death or Disability Termination ($)	Termination Without Cause or With Good Reason in Connection With Change in Control ($)	Termination Without Cause or With Good Reason Not in Connection With Change in Control ($)
James Bachmann President and Chief Executive Officer
Cash severance	—	2,307,200	1,153,600
Pro rata annual bonus	—	576,800	576,800
Equity award vesting acceleration⁽²⁾	2,581,472	3,106,077	1,307,419
Continued life, disability, medical, dental and vision benefits	—	41,843	41,843
Dennis Schemm SVP, Chief Financial Officer
Cash severance	—	549,733	314,133
Pro rata annual bonus	—	235,600	235,600
Equity award vesting acceleration⁽²⁾	938,262	1,086,716	513,400
Continued life, disability, medical, dental and vision benefits	—	21,125	21,125
Timothy Power SVP, General Counsel and Secretary
Cash severance	—	472,192	295,120
Pro rata annual bonus	—	177,072	177,072
Equity award vesting acceleration⁽²⁾	654,100	756,831	355,114
Continued life, disability, medical, dental and vision benefits	—	12,412	12,412
Bruce Major SVP, Manufacturing and Supply Chain
Cash severance	—	480,000	300,000
Pro rata annual bonus	—	180,000	180,000
Equity award vesting acceleration⁽²⁾	643,625	754,906	362,301
Continued life, disability, medical, dental and vision benefits	—	21,255	21,255
Dennis Romps SVP, Chief Accounting Officer and Corporate Controller
Cash severance	—	367,173	229,484
Pro rata annual bonus	—	137,690	137,690
Equity award vesting acceleration⁽²⁾	584,340	671,670	321,213
Continued life, disability, medical, dental and vision benefits	—	19,281	19,281


(1)	~~All stock options were granted on February 4, 2014 in connection with the Company’s Initial Public Offering. All awards~~PRSUs vest in ~~four equal installments on~~ the ~~first, second, third and fourth anniversaries~~event of ~~the grant date.~~a retirement only after age 65. None of our NEOs would have been eligible for such a retirement as of December 31, 2018.


(2)	~~The market value of outstanding awards of restricted stock, RSUs and PRSUs is computed by using~~In the ~~closing price~~event of a ~~share~~termination due to death or disability or in the case of ~~the Company’s common stock on December 31, 2015, which was $17.46, and for PRSUs, assumes achievement of the target level of performance conditions.~~

~~(3)~~

~~Award of restricted stock was granted on February 4, 2014~~a termination without cause or resignation with good reason not in connection with a change in control, a pro-rated portion of the 2018 PRSUs would become vested on the date in early 2020 that the Committee certified the Company’s ~~Initial Public Offering~~performance over the 2018-2019 performance period based on actual performance over the period and ~~vests in four equal installments on the first, second, third and fourth anniversaries of the grant date.~~


~~(4)~~	~~Award of RSUs was granted on March 2, 2015 and vests in four equal installments on the first, second, third and fourth anniversaries of the grant date.~~

~~(5)~~

Award of PRSUs was granted on March 2, 2015 and vests on December 31, 2017, with the exact number of PRSUs earned subject to the achievement of certain performance conditions through December 31, 2016. The number of PRSUs earned will vary from 0% to 200% of the number of ~~PRSUs awarded, depending on~~days the ~~Company’s~~participant was employed over the performance ~~relative to a cumulative two year EBITDA~~period. In the table above, we have assumed that these awards would be earned at target ~~for 2015 and 2016.~~level under such circumstances.

20CEO Pay Ratio Disclosure

The 2018 annual total compensation of the median compensated of all our employees who were employed as of December 31, 2018, other than the CEO, was $71,142. The CEO's 2018 annual total compensation was $2,354,915 and the ratio of these amounts was 33-to-1.

The SEC's rules for identifying the median compensated employee and calculating the pay ratio based on that employee's annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. For these purposes, we continued to use the median employee that we identified for purposes of our 2017 pay ratio as we determined that there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. We identified our employee population as of December 31, 2017 based on our payroll records including our Canadian employees as they represent more than 5% of the total employee population. We identified the median compensated employee using gross wages for 2017. The foreign exchange rate as of December 29, 2017 was used to calculate the Canadian employees' gross wages. The 2018 annual total compensation of the median employee (who was identified in 2017) and the 2018 annual compensation of the CEO was used for the CEO Pay Ratio calculation for 2018.

The following table presents information concerning the beneficial ownership of the shares of our common stock ~~as of March 10, 2016~~ by (1) each person known to us to beneficially own more than 5% of the outstanding shares of our common stock, (2) each of our directors and named executive officers and (3) all of our directors and executive officers as a group.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Shares of common stock subject to options, warrants and other equity awards that are exercisable or have vested or will become exercisable or vest within 60 days of March ~~10, 2016~~8, 2019 are considered outstanding and beneficially owned by the person holding the options, warrants or other equity awards for the purpose of computing the percentage ownership of that person, but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. ~~The applicable percentages set forth below are based on 41,635,848 shares outstanding as of March 10, 2016.~~ Unless indicated below, the address of each individual listed below is c/o Continental Building Products, Inc., 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the ~~Company’s~~Company's directors and executive officers and persons who own beneficially more than ten percent of a registered class of the ~~Company’s~~Company's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms filed by them.To the ~~Company’s~~Company's knowledge, based solely on a review of the copies of such filings on file with the Company and written representations from its directors and executive officers, all Section 16(a) filing requirements applicable to the ~~Company’s~~Company's directors, officers and greater-than-ten-percent beneficial owners were complied with on a timely basis ~~during~~for the fiscal year ended December 31, ~~2015.~~2018, except that each of Edward Bosowski and Dennis Schemm each filed late one Form 4 reporting a single transaction and David Briggs, Dennis Romps and Timothy Power each filed two late Form 4s reporting two transactions.

~~For~~The following table sets forth certain information ~~about~~regarding our executive officers as of the ~~executive officers~~date hereof:

James Bachmann - Mr. Bachmann has served as our President and Chief Executive Officer since January 2015 and has been a member of our Board of Directors since March 2015. Mr. Bachmann served as our Chief Financial Officer from January 2014 to May 2015 and also briefly served as our interim Chief Executive Officer from November 2014 to January 2015. Prior to becoming our Chief Financial Officer in January 2014, Mr. Bachmann served as Chief Financial Officer of Lafarge USA and co-Chief Financial Officer of Lafarge from November 2012 through December 31, 2013. He served as Senior Vice President Finance - Investor Relations of Lafarge S.A. from January 2008 through October 2012, Senior Vice President and Controller of Lafarge from November 2005 to June 2006, Vice President Finance - Aggregates, Concrete, and Asphalt Division of Lafarge from February 2004 to November 2005, Vice President Controller of the Gypsum Division of Lafarge from May 2002 to February 2004, and worked at Arthur Andersen from September 1990 to April 2002. Mr. Bachmann received a BSBA from Georgetown University.

Dennis Schemm - Mr. Schemm has served as our Senior Vice President and Chief Financial Officer since May 2015. He previously served from 2013 to 2015 as Vice President of Global Finance for Armstrong Flooring, a division of Armstrong Worldwide, where he oversaw the division's financial and accounting functions. Prior to this role, from 2011 to 2013, Mr. Schemm served as Director of Global Financial Planning & Analysis at Gilbarco Veeder Root, a Danaher Corporation, where he was responsible for operational and strategic planning and provided financial leadership for global operations and R&D. From 1999 to 2011, Mr. Schemm served in various financial capacities including Corporate Controller and Finance Director across various divisions of Monsanto Company, where he gained broad experience in internal controls, SEC reporting, corporate finance, treasury and investor relations. Mr. Schemm started his career at Bell Atlantic and PricewaterhouseCoopers. Mr. Schemm holds BS degrees in Accounting and Computer Science from Penn State University and an MBA from Carnegie Mellon University.

Thomasina Kennedy - Ms. Kennedy has served as our Senior Vice President Human Resources since May 2017. From September 2016 through April 2017 she was self-employed providing consulting services on human resources matters to various clients. She served as Vice President of Human Resources for Rain for Rent, a provider of temporary liquid handling solutions, from March 2014 through September 2016, Director of Human Resources for CHEP USA, a provider of supply chain solutions, from March 2006 through July 2013 and in Human Resources leadership roles at Coca-Cola Enterprises prior to that. She holds a BA degree in Psychology from State University of New York at Stony Brook, an MS in Industrial and Labor Relations from Cornell University/Baruch College and several certifications in assessment and coaching.

Bruce Major - Mr. Major has served as our Senior Vice President Manufacturing and Supply Chain since January 2018. He previously served as Senior Vice President Manufacturing and Strategic Sourcing of the Company ~~see Part III, Item 10-Directors, Executive Officers~~from March 2017 to January 2018 and ~~Corporate Governance,~~from January 2016 to March 2017 he served as Vice President Strategy and Strategic Sourcing of the Company. He previously served as Vice President, Manufacturing for the North American Cement business of Lafarge from November 2011 until October 2015, as Senior Vice President Manufacturing for the Gypsum business of Lafarge in Avignon, France from September 2010 until October 2011 and as Vice President Manufacturing for the North American Gypsum business of Lafarge between May 2007 and September 2010. Prior to that, Mr. Major held several plant management positions in the ~~Company’s 2015 Annual Report on Form 10-K.~~United States, United Kingdom and Saudi Arabia with Lafarge, National Titanium Dioxide and ICI Chemicals. Mr. Major received a Master’s degree in Engineering Science from the University of Oxford, UK.

Timothy Power - Mr. Power has served as our Senior Vice President, General Counsel and Secretary since August 2013. He previously served as Vice President and Associate General Counsel of Lafarge from April 2005 through August 2013, and as Assistant General Counsel of Lafarge from September 1999 through April 2005. He is a member of the New York and District of Columbia bars. Prior to his employment at Lafarge, he was an associate at Shearman & Sterling in New York, and at White & Case in Moscow, Russia, among other positions. He received a BA and a JD from Vanderbilt University.

Dennis Romps - Mr. Romps has served as our Chief Accounting Officer since January 2015 and our Senior Vice President and Corporate Controller since January 2014. He previously served as our Chief Financial Officer from August 2013 to December 2013, as Co-Chief Financial Officer of Lafarge from December 2006 through August 2013, as Vice President of Finance and Information Technology of the gypsum division of Lafarge from January 2012 through August 2013, as Vice President of Finance and Supply Chain of the gypsum division of Lafarge from January 2011 through December 2011 and as Vice President of Finance of the gypsum division of Lafarge from 2005 through December 2010. Mr. Romps received a BA from Michigan State University and an MBA from Kellogg - Northwestern University. He is a Certified Public Accountant.

David Briggs - Mr. Briggs has served as our Senior Vice President of Sales since February 2019. Previously he served as our Vice President of Sales from November 2017 to February 2019. Prior to that, he served as our General Manager - Southeast from March 2017 to November 2017 and our Regional Sales Manager April 2012 to February 2017. From March 2007 to March 2012, he held various positions within Continental and Lafarge North America Inc. Prior to joining Lafarge in March 2007, he worked for Dietrich Metal Framing for over 21 years, including in his last role with Dietrich as a Regional Sales Manager, where he was responsible for bringing together four manufacturing locations within his Region. Mr. Briggs is a graduate of Thiel College with Bachelor of Arts degree in Psychology.

We have implemented a written policy pursuant to which our Board of Directors or the Audit Committee will review and approve transactions with our directors, officers and holders of more than 5% of our voting securities and their affiliates (each, a related party). Prior to approving any transaction with a related party, our Board of Directors or Audit Committee (in each case, composed of disinterested directors), as applicable, will consider the material facts as to the related ~~party’s~~party's relationship with the Company or interest in the transaction. Related party transactions will not be approved unless the Board of Directors or the Audit Committee (in each case, composed of disinterested directors), as applicable, has approved of the transaction. The share repurchase transactions described below were approved pursuant to the policy described above. However, we did not have a formal review and approval policy for related party transactions at the time of the other transaction described below.

The ~~Company’s~~Company's Bylaws permit us to indemnify our executive officers and directors to the fullest extent permitted by law, subject to limited exceptions. We have entered into indemnification agreements with each of our executive officers and directors that provide, in general, that we will indemnify them to the fullest extent permitted by law in connection with their service to us or on our behalf. The indemnification agreement was approved prior to the implementation of the policy described above.

Only stockholders meeting certain criteria outlined in the ~~Company’s~~Company's Bylaws are eligible to submit nominations for election to the Board of Directors or to bring other proper business before an annual meeting. Under the ~~Company’s~~Company's Bylaws, stockholders who wish to nominate persons for election to the Board of Directors or bring other proper business before an annual meeting must give proper notice to the Company not later than the close of business on the 90^th day nor earlier than the close of business on the 120^th day prior to the first anniversary of the preceding ~~year’s~~year's annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of such meeting is first made by the Company. Therefore, notices regarding nominations of persons for election to the Board of Directors and other proper business for consideration at the ~~2017~~2020 annual meeting of stockholders must be submitted to the Company no earlier than January ~~6, 2017~~2, 2020 and no later than February ~~5, 2017.~~1, 2020. Notices regarding nominations and other proper business must include certain information concerning the nominee or the proposal and the proponent’s ownership of common stock of the Company, in each case as set forth in the ~~Company’s~~Company's Bylaws. Nominations or other proposals not meeting these requirements will not be entertained at the annual meeting. ~~The~~

In order to be included in the Company's Proxy Statement and form of proxy relating to the 2020 annual meeting, stockholder proposals must be received by the Secretary of the ~~matter in the Proxy Statement.~~Company no later than November 19, 2019.

The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing the same address by delivering a single proxy statement addressed to those stockholders. This process, which is commonly referred to as ~~“householding,”~~"householding," can provide extra convenience for stockholders and cost savings for companies. The Company and some brokers household proxy materials, delivering a single proxy statement to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

This process of householding will continue until you are notified otherwise or until you request otherwise. If, at any time, you no longer wish to participate in householding and would prefer toreceive a separate proxy statement, or if you are receiving multiple copies of the proxy statement and wish to receive only one, please notify your broker if your shares are held in a brokerage account or the Company if you hold common stock directly. Any such requests to the Company, to which the Company will respond promptly, should be addressed in writing to: Continental Building Products, Inc., 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170, Attention: Investor ~~Relations.~~Relations, telephone number (703) 480-3800.

The ~~Company’s~~Company's annual audited financial statements and review of operations for fiscal ~~2015~~2018 can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015.~~2018. A copy of the ~~2015~~2018 Form 10-K is being mailed concurrently with this Proxy Statement to each stockholder of record on the Record Date. You can also access a copy of our ~~2015~~2018 Annual Report on Form 10-K on the ~~Company’s~~Company's website at www.continental-bp.com. The Company will furnish without charge a copy of the ~~2015~~2018 Form 10-K, including the financial statements and any schedules thereto or to any person requesting in writing and stating that he or she was the beneficial owner of the Company’s common stock on the Record Date. The Company will also furnish copies of any exhibits to the ~~2015~~2018 Form 10-K to eligible persons requesting exhibits at a cost of $0.50 per page, paid in advance. The Company will indicate the number of pages to be charged for upon written inquiry. Requests should be addressed to: Continental Building Products, Inc., 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170, Attention: Investor Relations.

The Board of Directors does not intend to present any other business for action at the Annual Meeting and does not know of any business intended to be presented by others.

APPENDIX A - PROPOSED CERTIFICATE AMENDMENTS

Below are the Articles from the Company’s current Amended and Restated Certificate of Incorporation marked to show the Proposed Certificate Amendments:

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 Number. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), the Board of Directors shall consist of not fewer than three nor more than 15 directors, the exact number to be determined from time to time solely by resolution adopted by the affirmative vote of a majority of the directors then in office; provided, however, that it is not less than one-third of the total number of directors then authorized.

Section 5.2 Classification; Vacancies; Removal.

(a) The Board of Directors (other than those directors elected by the holders of any series of Preferred Stock provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation) (the Preferred Stock Directors)) shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II and Class III. Class I directors shall initially serve until the first annual meeting of stockholders following the effectiveness of this Section 5.2; Class II directors shall initially serve until the second annual meeting of stockholders following the effectiveness of this Section 5.2; and Class III directors shall initially serve until the third annual meeting of stockholders following the effectiveness of this Section 5.2. Commencing with the first annual meeting of stockholders following the effectiveness of this Section 5.2 and ending with third annual meeting of stockholders following the effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. Beginning with the fourth annual meeting of stockholders following the effectiveness of this Section 5.2, directors of each class the term of which shall then expire shall be elected to hold office for a one-year term and until the election and qualification of their respective successor in office. In case of any increase or decrease, from time to time prior to the sixth annual meeting of stockholder following the effectiveness of this Section 5.2, in the number of directors (other than Preferred Stock Directors), the number of directors in each class shall be apportioned as nearly equal as possible.

(b) Subject to the rights of the holders of any outstanding series of Preferred Stock, and unless otherwise required by law, newly created directorships resulting from any increase in the authorized number of directors and any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office and entitled to vote thereon, even though less than a quorum of the Board of Directors, or by the sole remaining director; provided, however, that so long as Lone Star Fund VIII (U.S.), L.P., a Delaware limited partnership, and its Affiliates (as defined in Section 11.5) (collectively, the Lone Star Entities) beneficially own, in the aggregate, at least 50% of the voting power of the stock outstanding and entitled to vote generally in the election of directors, any such newly created directorships or vacancies shall, unless otherwise provided by law, be filled solely by the affirmative vote of holders of a majority of the voting power of the stock outstanding and entitled to vote thereon. Any director so chosen shall hold office until the next election of directors of the class for which such director shall have been chosen, as applicable, and until his successor shall have been elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.

(c) Except for such additional directors, if any, as are elected by the holders of any series of Preferred Stock as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), and unless otherwise restricted by law, (i) prior to the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, any director, or the entire Board of Directors, may be removed from office, with or without cause upon the affirmative vote of holders of a majority of the voting power of the stock outstanding and entitled to vote thereon, and (ii) on and after the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, any director, or the entire Board of Directors, may be removed from office, only for cause and only upon the affirmative vote of at least 66 2⁄3% of the voting power of the stock outstanding and entitled to vote thereon.

(cd) During any period when the holders of any series of Preferred Stock have the right to elect additional directors as provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), and upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such number of directors that the holders of any series of Preferred Stock have a right to elect, and the holders of such Preferred Stock shall be entitled to elect the additional

directors so provided for or fixed pursuant to said provisions and (ii) each Preferred Stock Director shall serve until such Preferred Stock Director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, disqualification, resignation or removal. In case any vacancy shall occur among the Preferred Stock Directors, a successor may be elected by the holders of Preferred Stock pursuant to said provisions. Except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to said provisions, the terms of office of all such Preferred Stock Directors elected by the holders of such Preferred Stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

Section 5.3 Powers. Subject to the provisions of the DGCL and to any limitations in this Certificate of Incorporation relating to action required to be approved by the stockholders, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

Section 5.4 Election; Annual Meeting of Stockholders.

(a) Ballot Not Required. The directors of the Corporation need not be elected by written ballot unless the Bylaws of the Corporation so provide.

(b) Notice. Advance notice of nominations for the election of directors, and of business other than a nomination, to be proposed by stockholders for consideration at a meeting of stockholders of the Corporation shall be given in the manner and to the extent provided in the Bylaws of the Corporation.

(c) Annual Meeting. The annual meeting of stockholders, for the election of directors to succeed those whose terms expire, if applicable, and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, either within or without the State of Delaware, on such date, and at such time as the Board of Directors shall fix.

ARTICLE VI

STOCKHOLDER ACTION

Prior to the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, except as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, are signed by the holders of the outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. References in this Article VI to written consent shall be deemed to include a telegram, cablegram or other electronic transmission consenting to an action to be taken if such transmission complies with Section 228(d) of the DGCL. On and after the date on which the Lone Star Entities cease to beneficially own, in the aggregate, a majority of the voting power of the stock outstanding and entitled to vote generally in the election of directors, eExcept as otherwise provided for or fixed pursuant to the provisions of Article IV hereof (including any Preferred Stock Designation), no action that is required or permitted to be taken by the stockholders of the Corporation at any annual or special meeting of stockholders may be effected by written consent of stockholders in lieu of a meeting of stockholders.

ARTICLE IX

AMENDMENT

Section 9.1 Amendment of Certificate of Incorporation. The Corporation reserves the right at any time, and from time to time, to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted, in the manner now or hereafter prescribed by the laws of the State of Delaware, and all powers, preferences and rights of any nature conferred upon stockholders, directors or any other persons by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to this reservation; provided, however, that except as otherwise provided in this Certificate of Incorporation and in addition to any requirements of law, the affirmative vote of at least 66 2⁄3%a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required to adopt, amend or repeal any provision of this Certificate of Incorporation.

Section 9.2 Amendment of Bylaws. In furtherance and not in limitation of the powers conferred by the laws of the State of Delaware, the Board of Directors is expressly authorized to adopt, amend or repeal the Bylaws of the Corporation. Except as otherwise provided in this Certificate of Incorporation or the Bylaws of the Corporation, and in addition to any requirements of law, the affirmative vote of at least 66 2⁄3%a majority of the voting power of the stock outstanding and entitled to vote thereon, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal any provision of the Bylaws of the Corporation.

ARTICLE X

LIABILITY OF DIRECTORS

Section 10.1 No Personal Liability. To the fullest extent permitted by the DGCL as the same exists or as may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

Section 10.2 Transactions Involving the Lone Star Entities. Any Affiliate of the Lone Star Entities who serves as a director or officer of the Corporation shall be deemed to have fully satisfied and fulfilled his or her fiduciary duties to the Corporation and its stockholders with respect to any contract or transaction between the Corporation or any of its subsidiaries, on the one hand, and one or more Lone Star Entities, on the other hand, if: (a) the material facts as to such Affiliate’s and the Lone Star Entities’ relationship to or interest in such contract or transaction are disclosed or are known to the Board of Directors or a committee thereof consisting solely of disinterested directors of the Corporation, and the Board of Directors or such committee in good faith authorizes such contract or transaction by (i) in the case of the Board of Directors, the affirmative vote of a majority of the disinterested directors on the Board of Directors, even though less than a quorum of the Board of Directors, or (ii) in the case of such committee, the affirmative vote of a majority of the members of such committee; (b) the material facts as to such Affiliate’s and the Lone Star Entities’ relationship to or interest in such contract or transaction are disclosed or are known to the stockholders of the Corporation entitled to vote thereon, and such contract or transaction is specifically approved in good faith by vote of the stockholders (excluding the Lone Star Entities and any stockholder that has a material financial interest in the contract or transaction); or (c) such contract or transaction is fair as to the Corporation as of the time it enters into such contract or transaction.

Section 10.23Amendment or Repeal. Any amendment, alteration or repeal of this Article X that adversely affects any right of a director shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

ARTICLE XI

COMPETITION AND CORPORATE OPPORTUNITIES

Section 11.1 General. In recognition and anticipation that (a) certain directors, principals, officers, employees and/or other representatives of the Lone Star Entities may serve as directors or officers of the Corporation, (b) the Lone Star Entities and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (c) members of the Board of Directors who are not employees of the Corporation (Non-Employee Directors) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XI are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve the Lone Star Entities, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

Section 11.2 No Duty to Refrain, Communicate or Offer. None of (a) any Lone Star Entity or any of its Affiliates or (b) any Non-Employee Director or his or her Affiliates (the Persons (as defined below) identified in (a) and (b) above being referred to, collectively, as Identified Persons and, individually, as an Identified Person) shall have any duty to refrain from directly or indirectly (i) engaging in a corporate opportunity in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (ii) otherwise competing with the Corporation, and, to the fullest extent permitted by the DGCL, no Identified Person shall be liable to the Corporation or its stockholders for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. The Corporation hereby renounces any interest or expectancy in, or in being offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 11.3. In the event that any Identified Person acquires knowledge of a potential

transaction or other business opportunity which may be a corporate opportunity for itself or himself and the Corporation or any of its Affiliates, such Identified Person shall have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by the DGCL, shall not be liable to the Corporation or its stockholders for breach of any fiduciary duty as a stockholder, director of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself or himself, or offers or directs such corporate opportunity to another Person.

Section 11.3 Corporate Opportunities Offered in Capacity as a Director of the Corporation. The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director if such opportunity is expressly offered to such Person solely in his or her capacity as a director of the Corporation and the provisions of Section 11.2 shall not apply to any such corporate opportunity.

Section 11.4 Opportunities Not Deemed Corporate Opportunities. In addition to and notwithstanding the foregoing provisions of this Article XI, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that the Corporation is not permitted to undertake under the terms of Article III or that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.

Section 11.5 Definitions. For purposes of this Certificate of Incorporation, (a) Affiliate shall mean (i) in respect of a Lone Star Entity, any Person that, (A) is directly or indirectly, controlled by such Lone Star Entity, controls such Lone Star Entity or is under common control with such Lone Star Entity or (B) is a principal, member, director, manager, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (ii) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (iii) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation, and (b) Person shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.

Section 11.6 Notice and Consent. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of Article X and this Article XI.

ARTICLE XIXII

FORUM FOR ADJUDICATION OF DISPUTES

Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any stockholder (including any beneficial owner) to bring: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Corporation’s Certificate of Incorporation or Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware); in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIXII.

If any provision of this Article XIXII shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Article XIXII (including, without limitation, each portion of any sentence of this Article XIXII containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.

ARTICLE XIII

EFFECTIVE TIME

This Amended and Restated Certificate of Incorporation shall become effective as of 11:00 a.m. Eastern Daylight Time on Monday, February 3, 2014.

APPENDIX B - RECONCILIATION OF NON-GAAP MEASURES

Reconciliation of Non-GAAP Measures

EBITDA, EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share have been presented in this press release as supplemental measures of financial performance that are not required by, or presented in accordance with, generally accepted accounting principles in the United States ("GAAP"). This release presents EBITDA, EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share as supplemental performance measures because management believes that they facilitate a comparative assessment of the Company's operating performance relative to its performance based on results under GAAP while isolating the effects of some items that vary from period to period without any correlation to core operating performance and eliminate certain charges that management believes do not reflect the Company's operations and underlying operational performance. Furthermore, the Company's Board of Directors' compensation committee uses EBITDA to evaluate management's compensation. Management also believes that EBITDA, EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share are useful to investors because they allow investors to view the business through the eyes of management and the Board of Directors, facilitating comparison of results across historical periods.

EBITDA, EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share may not be comparable to similarly titled measures of other companies because other companies may not calculate EBITDA, EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share in the same manner. EBITDA, EBITDA Margin, Adjusted Net Income, and Adjusted Earnings Per Share are not measurements of the Company's financial performance under GAAP and should not be considered in isolation or as alternatives to net income or earnings per share determined in accordance with GAAP or any other financial statement data presented as indicators of financial performance or liquidity, each as calculated and presented in accordance with GAAP.



Reconciliation of Net Income to EBITDA
	For the Year Ended December 31,
	2018			2017
	(unaudited, in thousands)
Net income	$	74,244		$	59,848
Adjustments:
Other expense, net	678			1,196
Interest expense, net	10,269			11,788
Losses from equity method investment	1,522			187
Provision for/(benefit from) income taxes	20,601			16,566
Depreciation and amortization	43,782			46,460
EBITDA - Non-GAAP measure	$	151,096		$	136,045
EBITDA Margin - EBITDA as a percentage of net sales - Non-GAAP measure	28.6		%	27.8		%



Reconciliation of Net Income and Earnings Per Share to Adjusted Net Income and Adjusted Earnings Per Share
	For the Year Ended December 31,
	2018		2017
	(unaudited, in thousands, except share data and per share amounts)
Net income - GAAP measure	$	74,244	$	59,848
Debt related expenses, net of tax (1)	248		774
Impact of Tax Cuts and Jobs Act of 2017	—		(9,168		)
Adjusted net income - Non-GAAP measure	$	74,492	$	51,454

Earnings per share - GAAP measure	$	2.02	$	1.55
Debt related expenses, net of tax (1)	—		0.02
Impact of Tax Cuts and Jobs Act of 2017	—		(0.24		)
Adjusted earnings per share - Non-GAAP measure	$	2.02	$	1.33


(1)	Expenses related to debt repricing activities are shown net of income tax benefit of $0.2 million.


Name	Fees earned or paid in cash ($)	Stock awards ($)(1)	Total ($)	Fees earned or paid in cash ($)	Stock awards ($)(1)	Total ($)
Edward Bosowski	72,250	53,244	125,494	126,500	71,550	198,050
Michael Keough				67,000	71,550	138,550
Michael O. Moore	73,000	53,244	125,494	72,000	71,550	143,550
Ira Strassberg				60,000	71,550	131,550
Jack Sweeny	67,750	53,244	125,494	70,000	71,550	141,550
Chantal Veevaete				69,000	71,550	140,550


			For the Year Ended December 31,
	2015	2014	2018		2017
Audit fees	1,361,465	940,000	$	1,191,600	$	1,439,005
Audit related fees	38,590	—	38,200		38,750
Tax fees	20,000	61,300
All other fees	—	88,000
Total	1,420,055	1,089,300	$	1,229,800	$	1,477,755



Name and principal position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
James Bachmann	2015	425,000	—	707,025	—	7,306,424	46,935	8,485,384
President and Chief Executive Officer	2014	325,000	—	70,000	107,100	158,681	38,747	699,528
Timothy Power	2015	226,600	—	209,436	—	3,624,013	45,030	4,105,079
SVP and General Counsel	2014	220,000	—	77,000	53,550	107,415	33,450	491,415
Muhammad Shahbaz Malik	2015	278,100	30,000	256,928	—	1,900,320	168,294	2,633,642
SVP Sales, Marketing & Supply Chain	2014	—	—	—	—	—	—	—



	Shares of common stock beneficially owned
Name of Beneficial Owner	Shares of common stock	Percentage of Total Outstanding Common Stock (%)
5% Stockholder
LSF8 Gypsum Holdings, L.P. (1)	6,006,803	14.4%
Capital World Investors (2)	3,035,700	7.3%
BlackRock, Inc. (3)	2,821,547	6.8%
The Vanguard Group (4)	2,459,517	5.9%
Named Executive Officers
James Bachmann (5)	27,627	*
Timothy Power (6)	15,493	*
Muhammad S. Malik (7)	1,524	*
Directors
Bradley P. Boggess (8)	—	-
Edward Bosowski (9)	4,610	*
Michael Keough	—	-
Michael O. Moore (10)	4,610	*
Jack Sweeny (11)	4,611	*
Chantal Veevaete	—	-
Kyle S. Volluz (12)	—	-
Grant Wilbeck (13)	—	-
All current directors and executive officers as a group (16 persons) (14)	83,597	*



~~Name~~	Senior Executive	Operations	Finance	Sales and ~~Experience~~Marketing	Gypsum/Paper Industry	Human Resources
James Bachmann	ü	ü	ü	ü	ü	ü
Ed Bosowski	ü	ü	ü	ü	ü
Mike Keough	ü	ü		~~Age~~ü	ü
Michael Moore	ü	ü	ü		~~Class~~	ü
~~Edward Bosowski~~-Mr. Bosowski has been a member of our Board of Directors since February 2014 and began serving as Chairman of the Board in March 2016. Mr. Bosowski worked for USG Corporation (USG), the largest manufacturer and distributor of gypsum wallboard in the United States, for over 30 years. His final position at USG was Executive Vice President, Chief Strategy Officer, and President and CEO of USG’s international subsidiary, positions he held from 2006 to 2008. From 2001 to 2006, his responsibilities included being a member of the Office of the President for USG Corporation and several direct reporting relationships, including USG’s distribution subsidiary, its international subsidiary and various staff functions. From 1996 to 2001, he served as Executive Vice President of Sales and Marketing for the domestic gypsum business and became President and CEO of the North American Gypsum Business Unit. After joining USG in 1976, Mr. Bosowski held various positions and leadership roles in several operations and staff functions, including finance, marketing, supply chain, information technology, research and development, engineering, technical services, and business development. Mr. Bosowski brings a significant level of industry experience to the Board, developed during his more than 30 years in the gypsum industry. His extensive expertise and broad leadership roles in the North American gypsum industry provide valuable insight and guidance. Ira Strassberg	ü		61ü		~~III~~


Jack Sweeny	ü
~~Michael J. Keough~~-Mr. Keough has been a member of our Board of Directors since March 2016. Since November 2012, Mr. Keough has served as President and Chief Executive Officer of Stronghaven Inc., a manufacturer of high-impact, cost effective packaging, displays and signage solutions since December 2013. From May 2010 through November 2012 Mr. Keough was a principal in the Keough Group, LLC, a consulting firm. From January 2005 through May 2010 Mr. Keough was President and Chief Executive Officer of Caraustar Industries, a manufacturer of paperboard and paperboard products, and from March 2002 to December 2004, he served as Senior Vice President and Chief Operating Officer of Caraustar Industries. Prior to Caraustar Industries, Mr. Keough worked for 16 years at Gaylord Container Corporation where he held various positions, ultimately serving as President and Chief Operating Officer. Mr. Keough brings broad operating experience to the Board of Directors developed over 40 years in industry. His experience provides valuable insights into a wide variety of operational and management issues we may face. ü		65ü	ü
Chantal Veevaete	ü		I
~~Michael O. Moore~~-Mr. Moore has been a member of our Board of Directors since February 2014. Until August 2014, Mr. Moore served as Executive Vice President, Chief Financial Officer and Assistant Secretary of Ruby Tuesday, Inc., a national owner, operator or franchisor of casual dining restaurants, a position he held since April 2012. Prior to joining Ruby Tuesday, Mr. Moore was employed with Sun Capital Partners as Executive Vice President and Chief Financial Officer of Pamida Stores from February 2009 to March 2012 and as Interim Chief Financial Officer of Kellwood, Inc. from November 2008 to February 2009. Prior to his tenure with Sun Capital Partners, Mr. Moore served as Executive Vice President and Chief Financial Officer of Advanced Auto Parts from December 2005 to February 2008. Additionally, prior to December 2005, among other positions, Mr. Moore served as Executive Vice President and Chief Financial Officer of The Cato Corporation and as Senior Vice President and Chief Financial Officer of Bloomingdales. Mr. Moore brings a significant level of financial and accounting expertise to the Board developed during his more than 30 year career. Mr. Moore’s wealth of public company experience provides valuable insight regarding public company reporting matters, as well as insight into management’s day-to-day duties and responsibilities.		65		~~III~~
~~Jack Sweeny~~-Mr. Sweeny has been a member of our Board of Directors since February 2014. Mr. Sweeny worked for Temple-Inland, Inc., a leading building products company, for 40 years. His final position at Temple-Inland was Group Vice President of Temple-Inland, a position he held from 2002 to 2010. Prior to becoming Group Vice President, Mr. Sweeny served as Vice President of Forest Operations from 1995 to 2002 and as Vice President of Operations from 1984 to 1995. After joining Temple-Inland in 1970, Mr. Sweeny held various positions and leadership roles at the company, including managing its marketing department. Mr. Sweeny is a member of the board of directors of First Bank & Trust East Texas. Mr. Sweeny brings broad industry expertise to the Board of Directors developed during his 40 years in the building products industry, including experience with all aspects of the gypsum wallboard manufacturing process. His experience provides valuable insight and guidance to the Board on the building products industry as a whole.		69		~~III~~
~~Chantal D. Veevaete~~-Ms. Veevaete has been a member of our Board of Directors since March 2016. From May 2012 through December 2014, Ms. Veevaete served as Senior Vice President, Human Resources of Phillips 66, a diversified energy and logistics company, and prior to that she served as Designated Leader, Human Resources with ConocoPhillips, where she helped implement the separation of Phillips 66 from ConocoPhillips. From April 2009 through January 2012, Ms. Veevaete served as Vice President, Human Resources of Chevron Phillips Chemical, a chemical producer jointly owned by Chevron and Phillips 66. From August 2005 through February 2009, Ms. Veevaete served as Vice President, Human Resources of Medco Health Solutions (Accredo Health Division). Ms. Veevaete brings a significant level of expertise in human resources, talent management and succession planning to the Board developed over more than 25 years in business. Her expertise provides valuable insights to the board on these matters, as well as insights into day-to-day operational management of the business.		58		Iü


1.	Management has primary responsibility for the accuracy and fairness of the ~~Company’s~~Company's consolidated financial statements as well as the processes employed to prepare the financial statements, and the system of internal control over financial reporting.


4.	The Audit Committee has received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent ~~accountant’s~~accountant's communications with the Audit Committee concerning independence, and has discussed with Ernst & Young LLP their independence.


5.	Based on the review and discussions referred to in paragraphs (1) through (4) above, the Audit Committee recommended to the Board of Directors and the Board of Directors has approved the inclusion of the audited financial statements in the ~~Company’s~~Company's Annual Report on Form 10-K for the fiscal year ended December 31, ~~2015~~2018 for filing with the SEC.



Name	Position
James (Jay) Bachmann	President and Chief Executive Officer
Dennis Schemm	Senior Vice President and Chief Financial Officer
Timothy Power	Senior Vice President, General Counsel and Secretary
Bruce Major	Senior Vice President, Manufacturing and Supply Chain
Dennis Romps	Senior Vice President, Chief Accounting Officer and Corporate Controller


~~(1)~~	A sign-on bonus of $30,000 was paid to Mr. Malik in 2015 in recognition of his joining the Company as its new SVP Sales, Marketing & Supply Chain in 2014. This bonus was intended to compensate Mr. Malik for a bonus payment he did not receive from his prior employer due to the timing of his departure to join the Company.



	Shares of common stock beneficially owned
Name of Beneficial Owner	Shares of common stock	Percentage of Total Outstanding Common Stock (%)
5% Stockholder
The Vanguard Group (1)	5,091,065	14.4%
Capital World Investors (2)	2,780,700	7.9%
BlackRock, Inc. (3)	2,684,833	7.6%
Macquarie Group Limited (4)	2,334,704	6.6%
Named Executive Officers
James Bachmann (5)	106,080	*
Dennis Schemm (6)	28,695	*
Bruce Major (7)	15,611	*
Timothy Power (8)	38,532	*
Dennis Romps (9)	22,269	*
Directors
Edward Bosowski (10)	20,421	*
Michael Keough	9,397	*
Michael O. Moore (11)	15,257	*
Ira Strassberg	5,151	*
Jack Sweeny (12)	15,528	*
Chantal Veevaete	9,397	*

All current directors and executive officers as a group (13 persons) (13)	275,561	*


(2)	The information regarding the beneficial ownership of Capital World Investors is based on the Schedule 13G/A filed with the SEC thereby on February ~~12, 2016.~~14, 2019. The address for Capital World Investors is 333 South Hope Street, Los Angeles, CA 90071.


(5)	Includes 15,000 options to ~~2,390,492~~purchase shares of Company common stock and ~~shared dispositive power with respect to 69,025 shares. The address~~4,698 RSUs that will have vested within 60 days of ~~The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.~~March 8, 2019.


~~(5)~~(6)	Includes 3,816 RSUs that will have vested within 60 days of March 8, 2019.


(7)	Includes 1,547 RSUs that will have vested within 60 days of March 8, 2019.


(8)	Includes 7,500 options to purchase shares of Company common stock ~~that were exercisable~~ and ~~4,195~~1,532 RSUs that ~~had~~will have vested aswithin 60 days of March ~~10, 2016.~~8, 2019.


~~(6)~~(9)	Includes ~~3,750~~7,500 options to purchase shares of Company common stock ~~that were exercisable~~ and ~~1,243~~1,421 RSUs that ~~had~~will have vested aswithin 60 days of March ~~10, 2016.~~8, 2019.


~~(7)~~(10)	Includes ~~1,524 RSUs that had vested as~~2,500 options to purchase shares of ~~March 10, 2016.~~Company common stock.


~~(9)~~(12)	Includes ~~1,250~~2,500 options to purchase shares of Company common stock.


(13)	Includes 37,500 options to purchase shares of Company common stock ~~that were exercisable~~ and ~~2,527~~14,020 RSUs that ~~had~~will have vested aswithin 60 days of March ~~10, 2016.~~


~~(10)~~	~~Includes 1,250 options to purchase shares of Company common stock that were exercisable~~8, 2019 for all current officers and ~~2,527 RSUs that had vested~~directors as ~~of March 10, 2016.~~


~~(11)~~	~~Includes 1,250 options to purchase shares of Company common stock that were exercisable and 2,527 RSUs that had vested as of March 10, 2016.~~


~~(12)~~	Mr. Volluz owns interests in entities which own indirect non-controlling interests in LSF8 Gypsum Holdings, L.P.’s parent company and therefore expressly disclaims any beneficial ownership of interests in LSF8 Gypsum Holdings, L.P. or our common stock owned by LSF8 Gypsum Holdings, L.P. Mr. Volluz resigned from the Board of Directors on March 18, 2016.


~~(13)~~	Mr. Wilbeck owns interests in entities which own indirect non-controlling interests in LSF8 Gypsum Holdings, L.P.’s parent company and therefore expressly disclaims any beneficial ownership of interests in LSF8 Gypsum Holdings, L.P. or our common stock owned by LSF8 Gypsum Holdings, L.P. Mr. Wilbeck resigned from the Board of Directors on March 18, 2016.


~~(14)~~	~~Includes 22,500 options to purchase shares of Company common stock that were exercisable and 17,596 RSUs that had vested as of March 10, 2016.~~a group.

~~Name and Experience~~

~~James Bachmann~~ -Mr. Bachmann has served as our President and Chief Executive Officer since January 2015 and has been a member of our Board of Directors since March 2015. Mr. Bachmann served as our Chief Financial Officer from January 2014 to May 2015 and also briefly served as our interim Chief Executive Officer from November 2014 to January 2015. Prior to becoming our Chief Financial Officer in January 2014, Mr. Bachmann served as Chief Financial Officer of Lafarge USA and co-Chief Financial Officer of Lafarge North America Inc., or Lafarge, from November 2012 through December 31, 2013. He served as Senior Vice President Finance - Investor Relations of Lafarge S.A. from January 2008 through October 2012, Senior Vice President and Controller of Lafarge from November 2005 to June 2006, Vice President Finance - Aggregates, Concrete, and Asphalt Division of Lafarge from February 2004 to November 2005, Vice President Controller of the Gypsum Division of Lafarge from May 2002 to February 2004, and worked at Arthur Andersen from September 1990 to April 2002. Mr. Bachmann received a BSBA from Georgetown University.
As our President and Chief Executive Officer, Mr. Bachmann brings a deep understanding of our business, industry, operations, and strategic planning to the Board. Mr. Bachmann also has extensive institutional knowledge gained through his more than 11 years of experience with Lafarge and Lafarge SA. Mr. Bachmann’s service also provides a direct and open channel of communication between the Board and senior management.