POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and appoints
each of Norman C. Chambers, Todd R. Moore, Mark E. Johnson and Peter Talosig, or
either of them signing singly, and with full power of substitution, the undersigned's true
and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's
behalf, and submit to the U.S. Securities and Exchange Commission (the
"SEC") a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the
undersigned to make electronic filings with the SEC of reports required by
Section 16(a) of the Securities Exchange Act of 1934, as amended, or any
rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of NCI Building Systems, Inc. (the "Company"),
Forms 3, 4, and 5, and amendments thereto, in accordance with
Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules
thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3,
4, or 5, complete and execute any amendment or amendments thereto, and
timely file such form with the SEC and any stock exchange or similar
authority; and
(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf
of the undersigned pursuant to this Power of Attorney shall be in such form
and shall contain such terms and conditions as such attorney-in-fact may
approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite, necessary,
or proper to be done in the exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and confirming all
that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming, nor is the
Company assuming, any of the undersigned's responsibilities to comply with Section 16
of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by the
undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of November 20, 2015.
/s/ Matthew J. Espe
Signature
Matthew J. Espe
Print Name
