DEF 14A

DEF 14A 1 d241910ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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

Check the Appropriate Box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

Owens Corning

(Name of Registrant as Specified In Its Charter)

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

Payment of filing fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.:

(3)

Filing Party:

(4)

Date Filed:

LOGO

NOTICE OF ANNUAL MEETING OF

SHAREHOLDERS AND PROXY STATEMENT

Thursday, April 14, 2022

9 a.m. Eastern Time

Virtual Meeting

webcast at www.virtualshareholdermeeting.com/OC2022

LOGO

A LETTER TO ALL OF OUR SHAREHOLDERS

LOGO

BRIAN CHAMBERS

Chair and Chief Executive Officer

“2021 was a year of tremendous
accomplishment and record
results for Owens Corning. We
believe the best is in front of us
as we continue to unlock the full
potential of our company and the
opportunities that it creates for
all of our stakeholders.”

2021 was a year of tremendous accomplishment and record results for Owens Corning. Like most companies around the world, we faced several challenges throughout the year - the continuing pandemic, supply chain disruptions, significant inflation, and other regional events - all requiring creativity and adaptability for our company to succeed. Through it all, our global teams continued to elevate their performance, overcoming these challenges that impacted our businesses and markets, to consistently deliver on our financial targets, generate growth in our key products and geographies, and outperform the markets we serve.

These challenges also revealed the value of our purpose: Our people and products make the world a better place. This purpose is our true north, echoing our heritage and guiding our way forward. Along with our company values, it is fundamental to our mission: To build a sustainable future through material innovation. This foundation inspires our work and drives our achievements.

AN OUTSTANDING YEAR

Owens Corning delivered an outstanding year in 2021. We achieved record revenue with strong earnings and capped the year with a sixth-consecutive quarter in which all three of our businesses delivered double-digit EBIT¹ margins. We also delivered record free cash flow, positioning us favorably to drive future investment. We capitalized on strong markets with outstanding commercial and operational execution that enabled us to grow with our customers and outperform the market. And, we delivered substantial returns to our shareholders.

In pursuing these achievements, we never compromised on our unconditional commitment to safety. Throughout the pandemic, we have observed enhanced operating protocols to assure the safety and well-being of our employees and their families, as well as customers and suppliers. We sustained a high level of safety performance in 2021, finishing the year with a 0.59 recordable incident rate.

But 2021 was not just a year of outstanding operating performance; it was also one in which we advanced a number of strategies and initiatives to accelerate growth and unlock the full potential of our company.

BUILDING A SUSTAINABLE FUTURE THROUGH MATERIAL INNOVATION

During our 2021 Investor Day, we outlined our enterprise strategy to drive continued growth and performance. This strategy redefines where we play to significantly expand our addressable market and leverages our core innovation strengths and sustainability leadership.

At the heart of our strategy are three priorities: strengthening our position in core building and construction products, expanding our multi-material systems offering, and developing prefabricated building envelope solutions. Supported by key secular trends, this strategy significantly expands our current growth potential and utilizes our unique enterprise capabilities to create additional value for our customers and shareholders.

Ultimately, we are building Owens Corning for the future by:

• Strengthening our market leadership in building and construction applications

• Broadening our sustainability leadership by investing in customer and circular economy solutions

• Accelerating product and process innovation with our material science, manufacturing, and market expertise

• Expanding into new product lines and material solutions to increase our addressable market

• And delivering above-market growth with a target of increasing revenues to $10 billion by 2024

Earnings before interest and taxes.

ACCELERATING INNOVATION

Product innovation and material science are fundamental to helping our customers and strengthening our competitive positions. We expect our strategy to provide us the opportunity to expand our total addressable market by five times, to approximately $200 billion. The value of our material science and functional design expertise was evident last year as we further accelerated new product and systems, launching approximately 30% more new products in our company that will continue to propel our growth going forward.

Further recognizing how critical innovation is to our growth strategy, in 2021 we appointed Dr. José Méndez-Andino to the newly created role of Chief Research and Development Officer with oversight of product and systems innovation across our three major businesses and leadership of enterprise R&D capabilities. Dr. Méndez-Andino and his team are committed and equipped to advance our efforts to solidify our competitive advantages and ensure that we help our customers win and grow in the market.

SUSTAINABILITY LEADERSHIP CREATING GROWTH OPPORTUNITIES

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

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

INVESTING IN TALENT AS A COMPETITIVE ADVANTAGE

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

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

OUR PEOPLE AND PRODUCTS MAKE THE WORLD A BETTER PLACE

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

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

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

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

Sincerely,

LOGO

Brian Chambers

Chair and Chief Executive Officer

March 10, 2022

HOW TO VOTE

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

VIRTUAL ANNUAL MEETING AND ADMISSION

To allow us to reach the broadest number of shareholders to participate in the meeting, due to the public health impact of the COVID-19 pandemic, and to support the health and well-being of our shareholders, employees and their families, NOTICE IS HEREBY GIVEN that the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of Owens Corning (the “Company”), will be held in a virtual meeting format only, via webcast. You will not be able to attend the Annual Meeting physically in person.

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) of Owens Corning, on behalf of the Company, of proxies to be voted at the virtual 2022 Annual Meeting and at any adjournment or postponement thereof. On or about March 10, 2022, we began distributing these proxy materials to shareholders. Only shareholders who are eligible to vote at the virtual Annual Meeting will be admitted. Shareholders holding shares at the close of business on the record date may attend the virtual meeting. You will be able to attend the Annual Meeting, vote, and submit your questions in advance of the meeting by visiting www.virtualshareholdermeeting.com/OC2022. To participate in the meeting, you must have your sixteen-digit control number that is shown on your Notice of Internet Availability of Proxy Materials or on your proxy card if you receive the proxy materials by mail. You will not be able to attend the Annual Meeting in person.

HELP US REDUCE PRINTING AND MAILING COSTS

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

OWENS CORNING

One Owens Corning Parkway

Toledo, Ohio 43659

Notice of Annual Meeting of Shareholders


TIME AND DATE:		9:00 a.m. Eastern Time on Thursday, April 14, 2022

PLACE:		Webcast at www.virtualshareholdermeeting.com/OC2022

PURPOSE:		1. To elect the ten director nominees listed in the accompanying proxy statement. 2. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022. 3. To approve, on an advisory basis, named executive officer compensation. 4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

RECORD DATE:		You can vote if you were a shareholder of record at the close of business on February 17, 2022.

ANNUAL REPORT:		Our Annual Report for the Fiscal Year Ended December 31, 2021 (“2021 Annual Report”) is enclosed with these materials as a separate booklet.

PROXY VOTING:		It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares on the internet, by telephone or by completing and returning your proxy or voting instruction card. See details under the heading “How do I vote?” in the Questions and Answers About the Annual Meeting and Voting section.

		IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD APRIL 14, 2022: The Notice of Annual Meeting and Proxy Statement and 2021 Annual Report are available at https://materials.proxyvote.com/690742 and https://investor.owenscorning.com/proxy.

By order of the Board of Directors,

LOGO

Gina A. Beredo

Secretary

Toledo, Ohio

March 10, 2022

TABLE OF CONTENTS


	Page

Company Overview		1
Proposal 1. Election of Directors		5
Information Concerning Directors		5
Board Structure		5
Director Qualifications, Skills and Experience		5
Board of Directors Skill Matrix		6
Director Biographical Information		7
Governance Information		12
Corporate Governance Practices and Highlights		12
Director Retirement, Refreshment and Succession		14
Corporate Governance Guidelines		14
Board Leadership		14
Lead Independent Director		15
Board, Committee, Chair and CEO Evaluation Process		15
Risk Oversight		15
Oversight of Strategy		16
Communications with Directors		16
Director Qualification Standards		16
Director Independence		17
Executive Sessions of Directors		17
Owens Corning Policies on Business Ethics and Conduct		17
Board and Committee Membership		18
Director Service on Other Public Boards (Overboarding Policy)		18
The Audit Committee		19
The Compensation Committee		21
The Governance and Nominating Committee		22
The Finance Committee		23
The Executive Committee		23
Review of Transactions with Related Persons		23
Executive Officers of Owens Corning		24
Beneficial Ownership of Shares		25
Compensation Discussion and Analysis		27
Executive Compensation		27
Compensation Committee Report		43
Named Executive Officer Compensation		44
2021 Summary Compensation Table		44
2021 Grants of Plan-Based Awards Table		46
Narrative to 2021 Summary Compensation Table and 2021 Grants of Plan-Based Awards Table		48
CEO Pay Ratio		49
Outstanding Equity Awards at 2021 Fiscal Year-End Table		50
2021 Option Exercises and Stock Vested Table		51
2021 Pension Benefits Table		51
2021 Nonqualified Deferred Compensation		53
Potential Payments Upon Termination or Change-in-Control		54
2021 Non-Management Director Compensation		56
Equity Compensation Plan Information		57
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm		58
Proposal 3. Approval, on an Advisory Basis, of Named Executive Officer Compensation		59
Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Shareholders		60
Questions and Answers About the Annual Meeting and Voting		61

COMPANY OVERVIEW

20,000

Employees

Countries

Segments

$8.5B

Net Sales

Owens Corning is a global building and construction materials leader committed to building a sustainable future through material innovation. Our three integrated businesses – Composites, Insulation, and Roofing – provide durable, sustainable, energy-efficient solutions that leverage our unique material science, manufacturing, and market knowledge to help our customers win and grow. We manufacture and deliver a broad range of high-quality fiberglass composite, insulation, and roofing materials. Our fiberglass composites enhance the performance of building and construction, renewable energy, and infrastructure material solutions. Our insulation products conserve energy and improve acoustics, fire resistance, and air quality in the spaces where people live, work, and play. Our roofing products and systems enhance curb appeal of people’s homes and protect homes and commercial buildings alike. In short, the Company provides innovative products and solutions that deliver a material difference to its customers and, ultimately, make the world a better place.

Owens Corning’s businesses – Composites, Insulation and Roofing – leverage its market-leading positions, commercial strength, material science innovation, manufacturing technologies, high-performing teams, and a global footprint and scale, as well as safety and sustainability expertise across the enterprise. The Company aims to deliver consistently strong financial results and sustainable shareholder value. The business is global in scope, human in scale with approximately 20,000 employees in 33 countries making a difference in the communities where they work and live. Based in Toledo, Ohio, USA, Owens Corning posted 2021 net sales of $8.5 billion.

LOGO

MAINTAINING SAFETY PERFORMANCE AND EMPLOYEE WELL-BEING

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

In 2021, the COVID-19 pandemic continued to impact businesses and industries, communities, and families across the world. Throughout the pandemic, the Company’s approach to COVID-19 has been comprehensive, including initiatives on workplace environment (including remote working, where possible), interactions with customers and suppliers, financial management, operational efficiency, internal and external communications, government relations, and community outreach – and has been overseen by its Board of Directors.

Against this backdrop, Owens Corning employees demonstrated tremendous resilience, ingenuity, and execution in responding to challenges. Despite these challenges, as well as extremely high production levels at virtually all of its manufacturing sites, the Company maintained elevated protocols to promote a safe work environment in its offices, labs, and manufacturing plants, and improved upon its world-class safety performance.

DOING BUSINESS IN A SUSTAINABLE WAY

LOGO

As a worldwide leader in our industry, we have the desire to be at the forefront of corporate sustainability efforts. It is our ambition to be a net-positive company whose environmental handprint, or the positive impacts of our people and products, is greater than our environmental footprint, or the negative impact of manufacturing our products. We work to continually improve our operations. Our climate-related sustainability efforts have led Owens Corning to develop a range of strategies and tactics that have had a significant impact on the way we conduct our business. We strive to reduce the greenhouse gas emissions released throughout the entire lifecycle of our products by improving the use-phase impacts of our products, making our manufacturing processes more energy-efficient, sourcing more renewable electricity, improving our supply chain logistics, increasing recycled content, and developing end-of-life recycling solutions. Together, this work reduces the environmental impact of our operations and lowers the embodied carbon in our products – an attribute of growing importance to our customers.

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

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

The information on our website, including our Sustainability Report, is not, and will not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.

BUILDING A STRONGER COMPANY GUIDED BY A NEW GROWTH STRATEGY

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

◾

Strengthening the Company’s position in core building and construction products;

◾

Expanding the portfolio to provide more multi-material systems offerings; and

◾

Developing prefabricated building envelope solutions that are more energy efficient, more sustainable, and more cost-effective than those built on-site.

Each of these strategic priorities utilizes the Company’s unique material science expertise, manufacturing capabilities, and leading market positions to develop customer-inspired product and process innovations.

Through this strategy and a disciplined financial approach, the Company strives to strengthen its financial performance and improve total shareholder return, including revenue and profit growth, free cash flow generation and conversion, and greater resilience of its performance through the cycle. The Company’s long-term capital allocation strategy also focuses on increasing shareholder return by ensuring a strong, investment-grade balance sheet; maintaining safe, sustainable, and productive operations; investing in targeted growth opportunities; and returning capital to shareholders in dividends and share repurchases.

DEVELOPING HIGH-PERFORMING TEAMS TO EXECUTE ON COMPANY COMMITMENTS

None of this would be possible without high-performing teams that are diverse, engaged, capable, and aligned with the Company’s goals and strategy.

EMPLOYEE PERFORMANCE AND RELATED OBJECTIVES

The Company focuses on employee performance, development, succession planning, and turnover. Management strives to have clear objectives, effective performance management, and a structure that includes regular talent reviews, succession planning, development, and compensation analysis.

INCLUSION AND DIVERSITY

Owens Corning believes its success is driven by an inclusive and diverse workforce, adding value to the business through an environment that leads to high engagement and promotes innovative thinking in the workplace. Owens Corning operates programs that foster gender and ethnic diversity as well as equality within its workforce, including supporting various employee-led affinity groups, so its employees feel valued and appreciated for the distinct voices they bring to the team.

Consistent with its commitment to “equal pay for equal work,” the Company has implemented a robust pay equity system, which includes multiple processes and controls that are executed during its hiring and annual merit review to prevent pay equity gaps from occurring. We ensure the success of our system by performing a biennial pay equity review with the assistance of a third-party vendor who utilizes a strong, statistical analysis of pay equity across our global salaried workforce. The Company remediates all identified and substantiated pay gaps through pay increases. Further, the Company has implemented processes and policies to avoid inheriting unequal pay bias of prior employers. More information about our pay equity program may be found at https://www.owenscorning.com/corporate/sustainability.¹

Lastly, Owens Corning employees contribute service hours to boards, special causes, and nonprofit organizations in the communities where they live and work. These programs enable the Company’s employees to connect with the community, further improve its reputation locally and globally, and instill a sense of pride in the workforce. In total, the Company and the Owens Corning Foundation donated $6.4 million of cash and products across 15 countries to support healthy communities, safe housing, education, workforce development, and social and racial equity.

The information on our website, including our Sustainability Report, is not, and shall not be deemed to be, a part of this Proxy Statement or incorporated into any of our other filings with the SEC.

ON THE RIGHT PATH

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

LOGO

PROPOSAL 1

ELECTION OF DIRECTORS

INFORMATION CONCERNING DIRECTORS

Currently, the Board of Directors (the “Board”) of Owens Corning (“Owens Corning,” the “Company,” “we,” “us,” or “our”), a Delaware corporation, consists of 10 directors whose terms expire at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Our Board has nominated the current 10 directors for re-election at the Annual Meeting.

BOARD STRUCTURE

•

The Board is fully declassified and all directors stand for re-election annually; and

•

The Company’s Third Amended and Restated Bylaws (the “Bylaws”) provide for majority voting in uncontested director elections, with a resignation requirement for directors not elected by a majority vote. Directors will be elected by a majority of votes cast at the Annual Meeting. Each person elected at the Annual Meeting will serve until the Annual Meeting of Shareholders in 2023 and until his/her successor is duly elected and qualified.

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

DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE

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

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

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

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

BOARD OF DIRECTORS SKILL MATRIX

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

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

LOGO

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

Nominees for Election as Directors for a Term Expiring at the Annual Meeting of Shareholders in 2023



BRIAN D. CHAMBERS
Director Age: 55 Director since: 2019 Committees: ● Executive (Chair) Other public boards: ● Lincoln Electric Holdings, Inc.		Mr. Chambers is Board Chair, President, and Chief Executive Officer (“CEO”) at Owens Corning. He was appointed CEO in 2019 and elected Chair in 2020. He previously served in a number of senior leadership roles at the Company, including President and Chief Operating Officer from 2018 to 2019, President of the Roofing business from 2014 to 2018, Vice President and General Manager of Roofing from 2013 to 2014, and Vice President and General Manager in the Composites business from 2011 to 2013. In total, Mr. Chambers has over 18 years of global business and leadership experience with Owens Corning. He also held several commercial and operational roles outside Owens Corning at Saint Gobain, Honeywell, and BOC Gases. Since February 2022, Mr. Chambers has served on the Board of Directors of Lincoln Electric Holdings, Inc., a world leader of engineering, design, and manufacturing of advanced arc welding solutions, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment, and is a member of its Audit and Finance Committees. Mr. Chambers is a member of the Business Roundtable, the Ohio Business Roundtable, and the Policy Advisory Board of the Joint Center for Housing Studies of Harvard University. The Board believes that Mr. Chambers’ strong leadership skills, international business experience, and deep knowledge of global building and construction materials, products, and customers are of tremendous value to the Board. His experience serving on a publicly-traded company board will provide him additional global business perspective and further deepen his leadership and strategy skills. These experiences and knowledge qualify Mr. Chambers to provide insight to the Board on Owens Corning’s operations, sales, marketing, and business strategy.

EDUARDO E. CORDEIRO
Director Age: 54 Director since: 2019 Committees: ● Compensation ● Executive ● Finance (Chair) Other public boards: ● FMC Corporation		Mr. Cordeiro served as Executive Vice President, Chief Financial Officer at Cabot Corporation, a global specialty chemicals and performance materials company, from 2009 to 2018. He also served as President of the Americas region from 2014 to 2018. During his 20-year tenure at Cabot Corporation, he held several corporate, business, and executive management positions, including Vice President of Corporate Strategy and General Manager of its Fumed Metal Oxides and Supermetals businesses. Prior to his career at Cabot, Mr. Cordeiro was a consultant with The Boston Consulting Group and a founding partner of The Economics Resource Group. He has also served on the Board of Directors of FMC Corporation since 2011 and chaired its Audit Committee since 2014. Mr. Cordeiro brings to the Board, among other skills and qualifications, experience in a complex global industrial business focused on chemicals and specialty materials. He held corporate, business, and executive management roles in a global public company, Cabot Corporation, most recently serving as the Chief Financial Officer and President, Americas. Mr. Cordeiro also has experience in serving as Director and Chair of the Audit Committee for FMC Corporation, a public multinational company serving agricultural, industrial, and consumer markets. Mr. Cordeiro’s experience enables him to provide valuable insights to the Board regarding finance, global business strategy, materials manufacturing, and materials markets.



ADRIENNE D. ELSNER
Director Age: 59 Director since: 2018 Committees: ● Audit ● Finance Other public boards: ● Benson Hill, Inc.		Ms. Elsner served as President, Chief Executive Officer, and Director of Charlotte’s Web Holdings, Inc., a leader in hemp-derived CBD extract products, from 2019 to 2021. From 2015 to 2018, she served as President, U.S. Snacks, Kellogg Company, a manufacturer, and marketer of convenience foods. From 1992 to 2015, Ms. Elsner served in a number of increasingly senior positions, including Executive Vice President, Chief Marketing Officer with Kraft Foods, Inc., a multinational confectionery, food and beverage conglomerate. Ms. Elsner serves on the Board of Directors of Benson Hill, Inc., a food technology company. She has also served on the board of the Ad Council. Ms. Elsner brings to the Board, among other skills and qualifications, experience in business, marketing, and product innovation. Ms. Elsner has experience as CEO of a public company and leading sizeable domestic and international business units of large public companies. Her leadership roles at Charlotte’s Web, Kellogg Company, and Kraft Foods, Inc., and her experience as a director for other public companies, enable Ms. Elsner to make contributions to the Board in the areas of management, business strategy, strategic marketing, finance, and innovation. Ms. Elsner’s extensive experience overseeing financial processes and understanding of finance led to her designation as an “audit committee financial expert.”

ALFRED E. FESTA
Director Age: 62 Director since: 2020 Committees: ● Finance ● Compensation Other public boards: ● NVR, Inc.		Mr. Festa serves as an Operating Advisor at Clayton, Dubilier & Rice, a global private equity firm with a broad portfolio. Mr. Festa served as Chairman and Chief Executive Officer of W.R. Grace & Co., a leading global producer of specialty chemicals and materials, from 2008 to 2018, and non-executive Chairman from 2018 to 2019. He joined the company as President and Chief Operating Officer in 2003 and assumed the role of CEO in 2005. Previously, he served in senior leadership positions at Morgenthaler Private Equity Partners and AlliedSignal (now Honeywell). He began his career at General Electric, where he spent 12 years in financial management positions. Mr. Festa brings to the Board, among other skills and qualifications, experience in a global industrial business focused on specialty chemicals and materials. He held corporate, business, executive, and non-executive management roles in a global public company, W.R. Grace & Co., most recently serving as the Chairman and Chief Executive Officer. Mr. Festa also has experience in serving as Director and a member of the Audit Committee and Nominating and Corporate Governance Committees for NVR, Inc. He also serves as an Operating Advisor at Clayton, Dubilier & Rice, a global private equity firm with a broad portfolio. Mr. Festa’s experience enables him to provide valuable insights to the Board regarding finance, global business strategy, materials manufacturing, and markets.

EDWARD F. LONERGAN
Director Age: 62 Director since: 2013 Committees: ● Compensation (Chair) ● Executive ● Governance and Nominating Other public boards: ● None		Mr. Lonergan has served as Executive Chairman of Zep Inc., an international provider of maintenance and cleaning solutions to the commercial, industrial, institutional, and consumer markets since 2015. He served as Chairman and interim Chief Executive Officer from 2016 to 2017. Prior to joining Zep Inc., Mr. Lonergan served as Director, President, and Chief Executive Officer of Chiquita Brands International, Inc., a leading international grower, distributor, and marketer of fresh and value-added food products from 2012 until the privatization of the company in 2015. He served as Director, President, and Chief Executive Officer of Diversey, Inc., a leading global provider of sustainable cleaning, sanitation, and hygiene solutions, from 2006 through the sale of the company to Sealed Air Corporation in 2011. Prior to Diversey, Mr. Lonergan served as President, Europe for Gillette from 2002 to 2006. Between 1981 and 2002, he held a variety of leadership positions both domestically and internationally at the Procter & Gamble Company, including general management roles in customer business development and in emerging markets. He was Chairman of DRB Systems, Inc. until its sale in 2021 and was a Board member of The Schwan Food Company from 2014 through its sale in 2019. He also serves as a Senior Advisor at New Mountain Capital. Mr. Lonergan brings to the Board international experience at public and private companies in various sectors, including significant leadership experience as the current Executive Chairman of Zep, Inc. and as the former Chief Executive Officer of Chiquita Brands International and Diversey. He possesses extensive knowledge of global business operations, global manufacturing, strong strategic and financial management expertise, and a keen understanding of both the business to business and consumer products industries.



MARYANN T. MANNEN
Director Age: 59 Director since: 2014 Committees: ● Audit (Chair) ● Executive ● Governance and Nominating Other public boards: ● MPLX LP		Ms. Mannen currently serves as Executive Vice President and Chief Financial Officer of Marathon Petroleum Corporation, a leading, integrated, downstream energy company. From 2017 to January 2021 she was the Executive Vice President and Chief Financial Officer of TechnipFMC (a successor to FMC Technologies, Inc.), a global leader in subsea, onshore/offshore, and surface projects for the energy industry. From 2014 to 2017, she served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc. Previously, Ms. Mannen served in several roles of increasing importance at FMC including Senior Vice President and Chief Financial Officer. Prior to joining FMC in 1986, Ms. Mannen served as Finance Manager for Sheller-Globe Corporation. She currently serves on the Board of Directors of MPLX LP, a diversified, large-capital master limited partnership formed by Marathon Petroleum Corporation that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. Ms. Mannen has leadership experience in finance, operations, and management. Her well-rounded management experience at leading companies in the energy sector, particularly in her current role as Chief Financial Officer of Marathon Petroleum Corporation, enables her to contribute important insights regarding international business strategy, risk management, and finance. Ms. Mannen’s financial management experience, and extensive knowledge of accounting led to her designation as an “audit committee financial expert.”

PAUL E. MARTIN
Director Age: 64 Director since: 2021 Committees: ● Audit ● Finance Other public boards: ● Unisys Corporation ● Ping Identity Holding Corp. ● STERIS plc		Mr. Martin served as Senior Vice President and Chief Information Officer for Baxter International Inc., a multinational health care company, from 2011 to 2020. Prior to that, he served as Chief Information Officer for Rexam plc (“Rexam”), a consumer packaging manufacturing company based in the U.K., where he held several key senior management positions, including head of information technology for American National Can Group Inc. (acquired by Rexam). Prior to his career at Rexam, Mr. Martin held information technology leadership positions at the CIT Group Inc., BNSF Railway Company, and Frito-Lay, Inc. Since 2017, Mr. Martin has served on the Board of Directors of Unisys Corporation and is currently a member of its Audit and Finance Committees as well as the Chair of the Security and Risk Committee. He joined the Board of Directors of Ping Identity Holding Corp., a provider of federated identity management and self-hosted identity access management solutions to web identities and single sign-on solutions in 2021 and is currently a member of its Audit Committee. Also in 2021, Mr. Martin joined the Board of Directors of STERIS plc., a leading provider of infection prevention and other procedural products and services, and is a member of the Compliance and Technology and Compensation and Organization Development Committees. Mr. Martin received the 2020 Chicago CIO of the Year Leadership ORBIE Award. In 2017, he was selected to the CIO Hall of Fame by CIO Magazine for IT innovation and business leadership and was recognized in Black Enterprise’s 2017 Most Powerful Executives in Corporate America. In 2014, Mr. Martin was listed among the “100 Diverse Corporate Leaders in STEM” by STEMconnector and has been recognized as a Business Leader of Color by Chicago United. Mr. Martin brings to the Board, among other skills and qualifications, extensive experience in executive management across the information technology industry. He possesses knowledge of digital strategies through his role as chief information officer at multiple global companies. Additionally, he has served on the boards of other publicly traded companies and has experience overseeing security and risk matters, including cybersecurity. The Board benefits from Mr. Martin’s international business experience, which includes employment in leadership positions for several global businesses, as well as service at a foreign location on an assignment abroad.



W. HOWARD MORRIS
Director Age: 61 Director since: 2007 Committees: ● Audit ● Finance Other public boards: ● Virtus Investment Partners, Inc.		Mr. Morris has been President and Chief Investment Officer of The Prairie & Tireman Group, an investment partnership, since 1998. Mr. Morris was formerly Emergency Financial Manager, Inkster, Michigan Public Schools, from 2002 to 2005, and Chief Financial Officer, Detroit, Michigan Public School District, from 1999 to 2000. He is a Certified Public Accountant and Chartered Financial Analyst. Since 2021, Mr. Morris has been a member of the Board of Directors of Virtus Investment Partners, Inc. (“Virtus”), which is a publicly traded firm providing investment management and related services to individuals and institutions through independent managers using distinct investment strategies. Mr. Morris is a member of the Audit Committee of the Virtus Board of Directors. Mr. Morris brings to the Board, among other skills and qualifications, experience in auditing, finance, and investments. The Board benefits from his leadership of an investment partnership, as well as his service as a director of Virtus Investment Partners, Inc., which enable him to provide a valuable investor perspective to Board matters. Mr. Morris’ experience as Chief Investment Officer of an investment partnership, his experience as a Certified Public Accountant, Chartered Financial Analyst, and his knowledge of finance led to his designation as an “audit committee financial expert.”

SUZANNE P. NIMOCKS
Lead Independent Director Age: 63 Director since: 2012 Committees: ● Executive ● Governance and Nominating (Chair) Other public boards: ● ArcelorMittal ● Ovintiv, Inc.		Ms. Nimocks was formerly a Director (Senior Partner) with McKinsey & Company, a global management consulting firm, from June 1999 to March 2010, and was with the firm in various capacities since 1989, including as leader of the firm’s Global Organization Practice, Risk Management Practice, and Oil and Gas Electric Power and Renewables (wind, solar, geothermal) Practice. Ms. Nimocks served on several of the firm’s worldwide personnel committees and formerly served as the Houston Office Manager. Ms. Nimocks has a variety of board leadership experience across industries and geographies. Since 2011, she has served on the board of ArcelorMittal, one of the world’s leading steel and mining companies, and is a member of its Appointments, Remuneration, Corporate Governance and Sustainability Committee. Since 2010, she has served on the board of Ovintiv, Inc, a leading North American hydrocarbon exploration and production company, where she chairs the Corporate Responsibility and Governance Committee and is a member of the Audit Committee. She also previously chaired its Human Resources and Compensation Committee. Beginning in 2010 and until 2021, Ms. Nimocks served as a director and chaired the Compensation Committee at Valaris plc., an offshore drilling and well drilling company and chaired the Environment Health and Safety Committee and Compensation Committee at its predecessor, Rowan Drilling Companies. She currently serves on the Global Advisory Board for Advancing Women Executives. Ms. Nimocks brings a wealth of strategy, corporate development, and sustainability expertise. Her knowledge gained from leading numerous organizations and initiatives in support of environmental and social issues such as sustainability and inclusion and diversity, provides strong counsel to management in its sustainability and circular economy initiatives. Her service on other public company boards strengthens the Company’s governance principles and provides a unique perspective to its growth strategy.



JOHN D. WILLIAMS
Director Age: 67 Director since: 2011 Committees: ● Compensation ● Governance and Nominating Other public boards: ● None		Mr. Williams has served as President and Chief Executive Officer of Domtar Corporation (“Domtar”), a manufacturer of fiber-based products including communication papers, specialty and packaging papers and absorbent hygiene products, since joining the company in 2009. He also served as a member of Domtar’s Board of Directors until Domtar’s sale in 2021. From 2000 to 2008, Mr. Williams served in senior executive positions with SCA Packaging Ltd. and SCA Packaging Europe, which is among Europe’s largest producers of containerboard paper used for the manufacturing of corrugated box products. From 2005 to 2008, he served as President of SCA Packaging Europe, and as regional managing director for the company’s U.K. and Ireland operations from 2000 to 2005. Prior to joining SCA Packaging, Mr. Williams held a number of increasingly senior positions in sales, marketing, management, and operations with Rexam PLC; Packaging Resources, Inc.; Huhtamaki; Alberto Culver (U.K.) Ltd.; and MARS Group. Since April 2018, Mr. Williams has been a director of Form Technologies, Inc., a privately-held leading global group of precision component manufacturers, based in Charlotte, North Carolina; he has been also non-executive chair of the Board of Directors since January 2019. Mr. Williams brings to the Board, among other skills and qualifications, significant leadership experience as President and Chief Executive Officer of Domtar and previously as a senior executive in the European packaging industry. He has experience in international business, manufacturing, management, operations, sales, and marketing.

The Board of Directors recommends that you vote FOR each Director Nominee.

GOVERNANCE INFORMATION

CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

Board Structure

• 90% of the director nominees are independent

• 100% independent Audit, Compensation, Finance, and Governance and Nominating Committees

• Lead Independent Director with robust and defined responsibilities

• Board access to senior management and independent advisors

• Executive sessions of independent directors at every regular Board and Committee meetings

LOGO

Shareholder Rights and Engagement

• All members of the Board are elected annually

• Annual advisory vote on named executive officer compensation

• Majority vote standard in uncontested director elections with mandatory resignation requirement

• Robust shareholder outreach program

• No shareholder rights plan

Policies and Practices

• Clawback, anti-hedging, and anti-pledging policies

• Annual Board, Chair/CEO, Committee evaluation process, and review of management succession plan

• Robust stock ownership guidelines:

^○ Directors: 5x maximum annual cash retainer

^○ CEO: 6x base salary

^○ Other named executive officers: 3x base salary

• Overboarding policy

• Mandatory director retirement age of 73

• Global Code of Conduct for employees, officers, and directors

Board Compensation

• 60% gender, ethnic, and racial diversity among Director nominees

• Additions of five new independent Directors since 2014, four of which increased gender, ethnic, or racial diversity (no Directors self-identified as members of the LGBTQ+ community)

• Women occupy three Board leadership positions (Lead Independent Director, Governance and Nominating Committee Chair, and Audit Committee Chair)

• Commitment to including, in each third-party search for independent director candidates, qualified candidates who reflect diverse backgrounds, including diversity of gender or race

LOGO

¹Through self-identification in Director Questionnaires.

DIRECTOR RETIREMENT, REFRESHMENT, AND SUCCESSION

Pursuant to the Corporate Governance Guidelines, the mandatory retirement age for directors is 73. A Director who has attained the age of 73 shall not be nominated for reelection at an annual meeting of shareholders.

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

The Governance and Nominating Committee also makes recommendations to the Board regarding the size, composition, and leadership of each standing committee of the Board, and recommends individual directors to fill any vacancy that might occur on a committee. The Governance and Nominating Committee is committed to including, in each third-party search for independent director candidates, qualified candidates who reflect diverse backgrounds, including diversity of gender and race.

CORPORATE GOVERNANCE GUIDELINES

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

BOARD LEADERSHIP

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

The Board determined that combining the Chair and CEO positions allowed clear and consistent leadership on critical strategic objectives and enabled a consistent flow of information for the Board’s oversight of risk. The Board’s prior experience working with Mr. Chambers as President and CEO, as well as his track record of success in over 18 years with Owens Corning in a variety of leadership positions, strongly supported its conclusion that the Company and its shareholders would be best served with Mr. Chambers leading Owens Corning as its Chair and CEO.

The Board has determined that it is appropriate to have a structure that provides strong leadership among the independent directors of the Board. As discussed below, the independent directors elected a Lead Independent Director to serve in a lead capacity to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine. In February 2021, Suzanne P. Nimocks was elected to serve as Lead Independent Director, effective April 2021, for a two-year term. Ms. Nimocks has been a Director of Owens Corning since 2012, serving as Chair of its Finance Committee from 2015 to 2021, as well as Lead Independent Director and Chair of the Governance and Nominating Committee since 2021. Her previous experience as a senior partner with McKinsey & Company positions her to provide superior oversight of the Company’s global business and strategy. The Company also benefits from her extensive leadership experience on the boards of other global companies and her proven track record on environmental, social, and governance issues.

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

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

LEAD INDEPENDENT DIRECTOR

The responsibilities of the Lead Independent Director, as provided in the Charter of Lead Independent Director, include:

•

presiding at meetings of the Board in the absence of, or upon the request of, the Chair;

•

serving as a designated member of the Executive Committee of the Board;

•

presiding over all executive sessions of non-management directors and independent directors and reporting to the Board, as appropriate, concerning such sessions;

•

reviewing and approving Board meeting agendas and schedules in collaboration with the Chair to ensure there is sufficient time for discussion, recommending matters for the Board to consider and advising on the information submitted to the Board by management;

•

serving as a liaison and supplemental channel of communication between the non-management/independent directors and the Chair without inhibiting direct communication between the Chair and other directors;

•

serving as the principal liaison for consultation and communication between the non-management/independent directors and shareholders; and

•

advising the Chair concerning the retention of advisors and consultants who report directly to the Board.

The Charter of Lead Independent Director is available on our website at http://www.owenscorning.com. The Board evaluates its structure and composition annually and believes that having a strong Lead Independent Director with significant leadership responsibilities, as described above, contributes to effective Board leadership for Owens Corning.

BOARD, COMMITTEE, CHAIR, AND CEO EVALUATION PROCESS

Each year, the Governance and Nominating Committee facilitates a process to evaluate the effectiveness of the Board, its committees, the Chair, and the CEO.

The Board and its committees complete self-assessment questionnaires and have individual discussions with the Lead Independent Director to evaluate effectiveness in several areas including composition, structure, and processes. The completed questionnaires are summarized by a third-party law firm. The non-management directors individually discuss the results with the Lead Independent Director. The Lead Independent Director and committee chairs then review the evaluation results at the board and committee levels, respectively, in order to discuss and incorporate feedback. The Governance and Nominating Committee utilizes the results of this process to recommend changes to Board processes, to determine critical skills required of prospective director candidates, and to make recommendations for committee assignments.

The Governance and Nominating Committee also prepares and circulates evaluations to the independent directors regarding the performance of the Chair / CEO in several key performance areas. Non-management directors discuss their feedback on the Chair / CEO with the Lead Independent Director. The results of the process are discussed in an executive session of the non-management directors and are also factored into the Compensation Committee’s performance evaluations of the Chair /CEO.

RISK OVERSIGHT

The Board oversees the Company’s identification and management of enterprise risks. Some of the Board’s responsibilities for risk oversight have been delegated to its relevant committees. A detailed mapping of risk oversight responsibilities of the Board and its committees is reviewed regularly by the Board.

RESPONSIBILITIES OF THE BOARD’S COMMITTEES

In addition to facilitating oversight of financial risks, the Audit Committee also has primary responsibility for facilitating the Board’s oversight of key risks generally. Pursuant to its charter, the Audit Committee’s responsibilities include reviewing annually and receiving periodic updates on the Company’s identification of its key risks, major financial exposures, and related mitigation plans.

The Audit Committee is tasked with ensuring that the Board and its committees oversee the Company’s management of key risks and major financial exposures within their respective purviews. The Audit Committee regularly reviews with the Board the mapping of Board and committee responsibilities for risk oversight. The Audit Committee is also responsible for periodically evaluating the effectiveness of risk oversight by the Board and its committees.

The Compensation, Finance, and Governance and Nominating Committees each review and evaluate risks associated with their respective areas. Each of the Board committees provides reports concerning its respective risk oversight activities to the Board and the Board considers and discusses such reports.

OVERSIGHT OF CYBERSECURITY RISK

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

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

Over the last three fiscal years, the Company did not experience any information security breach that had a material impact on its business. The Company does manage minor information security issues from time to time as part of its routine operations.

RISK MANAGEMENT PROCESS

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

OVERSIGHT OF STRATEGY

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

OVERSIGHT OF ESG

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

COMMUNICATIONS WITH DIRECTORS

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

DIRECTOR QUALIFICATION STANDARDS

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

DIRECTOR INDEPENDENCE

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

The Board has determined that 9 of the current 10 Directors are independent. Specifically, Directors Cordeiro, Elsner, Festa, Lonergan, Mannen, Martin, Morris, Nimocks, and Williams are independent under the standards set forth in our Director Qualification Standards and applicable NYSE listing standards. The Board previously determined that each of J. Brian Ferguson and Ralph F. Hake, each of whom served as Directors during a portion of 2021, was independent under the standards set forth in our Director Qualification Standards and applicable NYSE listing standards. Director Chambers is not independent. The Board also has determined that all of the Directors serving on the Audit, Compensation, and Governance and Nominating Committees are independent and satisfy relevant requirements of the Securities and Exchange Commission (the “SEC”), the NYSE, Owens Corning, and the respective charters of such committees.

EXECUTIVE SESSIONS OF DIRECTORS

Our Corporate Governance Guidelines specify that executive sessions or meetings of non-management directors without management present must be held regularly (at least three times a year) and at least one such meeting of non-management directors must include only independent directors. Currently, all of our non-management directors are independent. In 2021, the non-management directors met in executive session five times. Our Lead Independent Director presides over all executive sessions of the Board attended by the Lead Independent Director.

OWENS CORNING POLICIES ON BUSINESS ETHICS AND CONDUCT

CODE OF BUSINESS CONDUCT POLICY

All of our employees, including our Chief Executive Officer, Chief Financial Officer, and Controller, are required to abide by Owens Corning’s Code of Business Conduct Policy to ensure that our business is conducted in a consistently legal and ethical manner. This Policy forms the foundation of a comprehensive process that includes compliance with all corporate policies and procedures, an open relationship among colleagues that contributes to good business conduct and the high integrity level of our employees. Our policies and procedures cover all areas of professional conduct, including employment policies, conflicts of interest, intellectual property, and the protection of confidential information, as well as strict adherence to laws and regulations applicable to the conduct of our business. Employees are expected to report any conduct that they believe to be an actual or apparent violation of Owens Corning’s Policies on Business Ethics and Conduct.

ETHICS POLICY FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

The Company has adopted an Ethics Policy for Chief Executive and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, and Controller (“Senior Financial Officers”), which provides, among other things, that Senior Financial Officers must comply with all laws, rules, and regulations that govern the conduct of the Company’s business and that no Senior Financial Officer may participate in a transaction or otherwise act in a manner that creates or appears to create a conflict of interest unless the facts and circumstances are disclosed to and approved by the Governance and Nominating Committee or Audit Committee, as appropriate.

The Sarbanes-Oxley Act of 2002 requires audit committees to have procedures to receive, retain, and treat complaints received regarding accounting, internal accounting controls, or auditing matters and to allow for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. We have adopted and comply with such procedures.

DIRECTORS’ CODE OF CONDUCT

Our Directors are required to comply with a Directors’ Code of Conduct (the “Code”). The Code is intended to focus the Board and the individual directors on areas of ethical risk, help directors recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and foster a culture of honesty and accountability. The Code covers all areas of professional conduct relating to service on the Board, including conflicts of interest, unfair or unethical use of corporate opportunities, strict protection of confidential information, compliance with all applicable laws and regulations, sustainability and oversight of ethics, and compliance by employees of the Company.

ACCESS TO COMPANY POLICIES

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

BOARD AND COMMITTEE MEMBERSHIP

Our business, property, and affairs are managed under the direction of our Board. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer, Chief Financial Officer, and other officers and employees, by reviewing materials provided to them, by visiting our offices and plants, and by participating in meetings of the Board and its committees. Board members are expected to regularly attend Board and committee meetings as well as our Annual Meetings of Shareholders, unless an emergency prevents them from doing so. Each of our director nominees for the 2021 Annual Meeting of Shareholders was present at such meeting.

During 2021, the Board met five times. Each of our directors attended at least 75 percent of the meetings of the Board and committees on which he or she served. The chart below shows committee membership, including those directors who serve as chair of a committee.

NAME

AUDIT

COMPENSATION

EXECUTIVE

FINANCE

GOVERNANCE
AND
NOMINATING

Mr. Cordeiro(1)

Ms. Elsner(1)

Mr. Festa(1)

Mr. Lonergan(1)

Ms. Mannen(1)

Mr. Martin(1)

Mr. Morris(1)

Ms. Nimocks(1)(2)

Mr. Williams(1)

Mr. Chambers

2021 Meetings

= Committee Chair

= Committee Member

= Independent

= Lead Independent Director

Each of the standing committees acts pursuant to a charter that has been approved by our Board. These charters are updated periodically and can be found on the Company’s website at http://www.owenscorning.com and will be made available in print upon request by any shareholder to the Secretary of the Company.

DIRECTOR SERVICE ON OTHER PUBLIC BOARDS (OVERBOARDING POLICY)

The Corporate Governance Guidelines state that directors who are employed full time as executives shall not serve on more than two publicly traded company boards (including service on the Company’s Board) and other directors shall not serve on more than four boards of publicly traded companies (including service on the Company’s Board). This is to ensure that our directors devote adequate time for preparation and attendance at Board and committee meetings, including the Annual Meeting of Shareholders.

The Company’s Audit Committee Charter states that no director may serve as a member of the Audit Committee if such director serves on the audit committees of more than two other publicly traded companies, unless the Board determines that such simultaneous service would not impair the ability of such director effectively to serve on the Audit Committee. The Corporate Governance Guidelines also state that directors should provide notice and submit a letter of resignation prior to assuming significant new job responsibilities or accepting positions on additional public or private company boards. The director’s letter of resignation is then considered by the Governance and Nominating Committee. As such, the Board maintains processes to review and approve directors’ membership on additional public company boards, even if those directors are still within the overboarding limits mentioned above.

THE AUDIT COMMITTEE

RESPONSIBILITIES

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

•

the integrity of the Company’s financial statements;

•

the Company’s compliance with legal and regulatory requirements;

•

the Company’s independent registered public accounting firm’s qualifications and independence; and

•

the performance of the independent registered public accounting firm and the Company’s internal audit function.

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

AUDIT COMMITTEE REPORT

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

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

By the Audit Committee:

Maryann T. Mannen, Chair

Adrienne D. Elsner

Paul E. Martin

W. Howard Morris

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

PRINCIPAL ACCOUNTING FEES AND SERVICES

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



	2021		2020

Audit Fees (1)	$	4,680	$	5,082

Audit-Related Fees (2)		0		85

Tax Fees (3)		419		147

All Other Fees (4)		9		10

TOTAL FEES	$	5,108	$	5,324

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

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

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

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

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

THE COMPENSATION COMMITTEE

RESPONSIBILITIES

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

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

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

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

•

reviews at least annually the goals and objectives of the Company’s executive compensation plans and amends, or recommends that the Board amend, these goals and objectives if the Compensation Committee deems it appropriate;

•

reviews at least annually the Company’s executive officer compensation plans in light of the Company’s goals and objectives, and, if the Compensation Committee deems it appropriate, adopts or recommends to the Board the adoption of new, or the amendment of existing, executive compensation plans;

•

evaluates annually the performance of the Chief Executive Officer in light of the goals and objectives of the Company’s executive compensation plans and, either alone as a committee or together with the other independent directors, sets the Chief Executive Officer’s compensation level based on this evaluation;

•

in consultation with the CEO, approves the pay structure, salaries, and incentive payments of all other executive officers of the Company, as well as the funding level of the Company’s annual and long-term incentive plans; and

•

reviews and approves any severance or termination arrangements to be made with any executive officer of the Company.

COMPENSATION CONSULTANT

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

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

THE GOVERNANCE AND NOMINATING COMMITTEE

RESPONSIBILITIES

The Governance and Nominating Committee (the “Committee” for purposes of this section), is responsible for:

•

reviewing with the Board the appropriate skills and characteristics required of directors;

•

recommending to the Board size and composition of the Board;

•

identifying, screening, and recommending to the Board director nominees for election by the shareholders or appointment by the Board, as the case may be, pursuant to the Bylaws, which selections shall be consistent with the Board’s criteria for selecting new directors;

•

reviewing shareholder nominations for members of the Board;

•

reviewing the suitability for continued service as director for each Board member when his or her term expires and when he or she has a significant change in status;

•

developing and reviewing the corporate governance principles adopted by the Board and recommending any changes to the Board;

•

considering any other corporate governance issues that arise from time to time and developing appropriate recommendations for the Board;

•

overseeing the annual evaluation of the Board as a whole, committees, and the Chair/CEO;

•

recommending procedures for reviewing strategic plans of the Company;

•

advising the Chair regarding meeting dates, agendas, and the character of information to be presented at Board meetings; and

•

ensuring that the Board reviews plans for Board continuity and management recommendations for management continuity at least once a year.

DIRECTOR NOMINATION PROCESS

The Committee evaluates potential candidates for Board membership on an ongoing basis. The Committee is authorized to use any methods it deems appropriate for identifying candidates for Board membership, including recommendations from current Board members, outside search firms, and shareholders. Where outside search firms are utilized, they may assist the Committee in identifying, evaluating, or recruiting potential nominees.

DIRECTOR QUALIFICATIONS

Pursuant to the Company’s Corporate Governance Guidelines, nominees for director are selected on the basis of, among other things, experience, knowledge, skills, expertise, mature judgment, acumen, character, integrity, diversity, ability to make independent analytical inquiries, understanding of the Company’s business environment, and willingness to devote adequate time and effort to Board responsibilities.

CONSIDERATION OF DIVERSITY

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

The Committee considers diversity expansively against the charter standard of enhancing the Board’s ability to manage and direct the affairs and business of the Company. The effectiveness of this process is assessed annually by the full Board as part of the Board self-evaluation process. The Committee believes that its consideration of diversity effectively implements the charter requirements.

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

CONSIDERATION OF DIRECTOR CANDIDATES RECOMMENDED BY SHAREHOLDERS

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

THE FINANCE COMMITTEE

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

THE EXECUTIVE COMMITTEE

The Executive Committee has the authority to act for the Board between meetings of the Board subject to its charter, applicable law and NYSE listing standards.

REVIEW OF TRANSACTIONS WITH RELATED PERSONS

There are no transactions with related persons, as defined in Item 404 of Regulation S-K, to report for the fiscal year ended December 31, 2021.

The Company has various written policies in place pertaining to related party transactions and actual or potential conflicts of interest by directors, officers, employees, and members of their immediate families, including reference in the charter of the Audit Committee.

The Company has a Directors’ Code of Conduct that provides, among other things, that a director who has an actual or potential conflict of interest:

•

must disclose the existence and nature of such actual or potential conflict to the Board Chair and Governance and Nominating Committee Chair; and

•

may proceed with the transaction only after receiving approval from the Governance and Nominating Committee.

EXECUTIVE OFFICERS OF OWENS CORNING

The name, age, and business experience during the past five years of Owens Corning’s executive officers as of March 10, 2022 are set forth below. Each executive officer holds office until his/her successor is elected and qualified or until his/her earlier resignation, retirement, or removal. All those listed have been employees of Owens Corning during the past five years except as indicated.



NAME AND AGE		POSITION¹

Gina A. Beredo (47)		Executive Vice President, General Counsel and Corporate Secretary since June 2021; formerly Executive Vice President, General Counsel and Corporate Secretary of Nordson Corporation (2018); formerly Deputy General Counsel and Assistant Secretary of Nordson Corporation (2013)

Brian D. Chambers (55)		Board Chair, President and Chief Executive Officer since April 2020; formerly President and Chief Executive Officer (2019); formerly President and Chief Operating Officer (2018); formerly President, Roofing (2014)

Todd W. Fister (47)		President, Insulation since July 2019; formerly Vice President of Global Insulation and Strategy (2019); formerly Vice President and Managing Director for Europe Insulation and Global Foamglas^® (2018); formerly Vice President and Managing Director for Foamglas^® (2017); formerly Vice President of Strategic Marketing (2014)

José L. Méndez-Andino (48)		Executive Vice President, Chief Research and Development Officer since April 2021; formerly Vice President of Science and Technology for Insulation and Roofing (2019); formerly Vice President of Science and Technology for Insulation (2015)

Kenneth S. Parks (58)		Executive Vice President and Chief Financial Officer since January 2021; formerly Senior Vice President and Chief Financial Officer (2020); formerly Chief Financial Officer of Mylan N.V. (2016)

Paula J. Russell (44)		Executive Vice President, Chief Human Resources Officer since January 2021; formerly Senior Vice President, Chief Human Resources Officer (December 2019); formerly Vice President, Chief Human Resources Officer (April 2019); formerly Vice President of Total Rewards and Center of Excellence (2018); formerly Vice President of Total Rewards (2017); formerly Vice President of Human Resources, Composites (2012)

Marcio A. Sandri (58)		President, Composites since May 2018; formerly Vice President Global Strategy and Operations, Composites (2017); formerly Vice President and General Manager, Composites (2007)

Kelly J. Schmidt (56)		Vice President, Controller since April 2011

Daniel T. Smith (57)		Executive Vice President, Chief Growth Officer since January 2021; formerly Senior Vice President, Chief Growth Officer (2019); formerly Senior Vice President, Organization and Administration (2014)

Gunner S. Smith (48)		President, Roofing since August 2018, formerly Vice President of Distribution Sales for Roofing (2012)

Information in parentheses indicates year during the past five years in which service in position began. The last item listed for each individual represents the position held by such individual at the beginning of the five-year period.

BENEFICIAL OWNERSHIP OF SHARES

The information in the table below sets forth those persons (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by Owens Corning to be the beneficial owners of more than 5% of Owens Corning common stock as of February 17, 2022 (except as noted below). Beneficial ownership is determined in accordance with the rules of the SEC and, except as otherwise indicated by footnote, the number of shares and percentage ownership indicated in the following table is based on outstanding shares of Owens Corning common stock as of February 17, 2022. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.



TITLE OF CLASS	NAME AND ADDRESS OF BENEFICIAL OWNER	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	PERCENT OF CLASS

Common Stock	BlackRock, Inc.⁽¹⁾	11,559,475	11.67%

Common Stock	The Vanguard Group⁽²⁾	9,777,972	9.87%

(1)

Based solely upon an Amended Schedule 13G/A filed with the SEC on January 27, 2022, BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, beneficially owned 11,559,475 shares of our common stock, with sole voting power over 10,619,936 shares and sole dispositive power over 11,559,475 shares as of December 31, 2021.

(2)

Based solely upon a Schedule 13G/A filed with the SEC on February 9, 2022, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, beneficially owned 9,777,972 shares of our common stock, with shared voting power over 75,309 shares, sole dispositive power over 9,634,199 shares and shared dispositive power over 143,773 shares as of December 31, 2021.

SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS

The following table contains information, as of February 17, 2022, unless otherwise indicated, about the beneficial ownership of Owens Corning’s common stock by the executive officers and directors as a group and each named executive officer and director, individually, in accordance with Rule 13d-3 under the Exchange Act, as well as ownership of certain other Owens Corning securities. Beneficial ownership is determined in accordance with the rules of the SEC and, except as otherwise indicated by footnote, the number of shares and percentage ownership indicated in the following table is based on 99,068,126 outstanding shares of Owens Corning common stock as of February 17, 2022. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.



DIRECTORS AND EXECUTIVE OFFICERS	BENEFICIAL OWNERSHIP OF COMMON STOCK	PERCENT OF CLASS	OWNERSHIP OF OTHER SECURITIES	TOTAL OWNERSHIP OF COMMON STOCK AND OTHER SECURITIES (4)

Eduardo E. Cordeiro	7,313 (1)	(5)

Adrienne D. Elsner	10,739 (1)	(5)

Alfred E. Festa	3,850 (1)	(5)

Edward F. Lonergan	39,224 (1)	(5)

Maryann T. Mannen	19,276 (1)	(5)

Paul E. Martin	1,433 (1)	(5)

W. Howard Morris	38,590 (1)	(5)

Suzanne P. Nimocks	27,659 (1)	(5)

John D. Williams	43,274 (1)	(5)

Brian D. Chambers	135,001 (2)	(5)	65,083 (3)	200,084 (2)(3)

Kenneth S. Parks	1,213	(5)

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Owens Corning Inc