DEF 14A of Owens Corning, Mar 7, 2024

DEF 14A of Owens Corning

Filed Mar 7, 2024 · FY20230001370946-24-000083

Open on EDGAR

  1. March 7, 2024

    March 7, 2024

  2. March 7, 2024

    | | Page | | Company Overview | 1 | | Proposal 1. Election of Directors | 4 | | Information Concerning Directors | 4 | | Board Structure | 4 | | Director Qualifications, Skills and Experience | 4 | | Board of Directors Skill Matrix | 5 | | Director Biographical Information | 6 | | Governance Information | 16 | | Corporate Governance Practices and Highlights | 16 | | Corporate Governance Guidelines | 17 | | Director Retirement, Refreshment and Succession | 17 | | Board Leadership | 17 | | Lead Independent Director | 18 | | Board, Committee, and Chair and CEO Evaluation Process | 18 | | Risk Oversight | 18 | | Oversight of Strategy | 19 | | Oversight of Sustainability | 19 | | Succession Planning | 19 | | Communications with Directors | 20 | | Director Qualification Standards | 20 | | Director Independence | 20 | | Executive Sessions of Directors | 20 | | The Company’s Policies on Business Ethics and Conduct | 20 | | Board and Committee Membership | 21 | | Director Service on Other Public Boards (Overboarding Policy) | 22 | | The Audit Committee | 23 | | The Compensation Committee | 25 | | The Governance and Nominating Committee | 26 | | The Finance Committee | 27 | | The Executive Committee | 27 | | Review, Approval or Ratification of Transactions with Related Persons | 27 | | Beneficial Ownership of Shares | 28 | | Security Ownership of Executive Officers and Directors | 29 | | Compensation Discussion and Analysis | 30 | | Executive Compensation | 30 | | Compensation Committee Report | 50 | | Named Executive Officer Compensation | 51 | | 2023 Summary Compensation Table | 51 | | 2023 Grants of Plan-Based Awards Table | 53 | | Narrative to 2023 Summary Compensation Table and 2023 Grants of Plan-Based Awards Table | 55 | | CEO Pay Ratio | 56 | | Pay Versus Performance | 57 | | Outstanding Equity Awards at 2023 Fiscal Year-End Table | 60 | | 2023 Option Exercises and Stock Vested Table | 61 | | 2023 Pension Benefits Table | 61 | | 2023 Nonqualified Deferred Compensation Table | 63 | | Potential Payments Upon Termination or Change-in-Control | 63 | | 2023 Non-Management Director Compensation | 66 | | Equity Compensation Plan Information | 67 | | Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm | 68 | | Proposal 3. Approval, on an Advisory Basis, of Our Named Executive Officer Compensation | 69 | | Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders | 70 | | Questions and Answers About the Annual Meeting and Voting | 72 |

  3. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  4. INFORMATION CONCERNING DIRECTORS

    INFORMATION CONCERNING DIRECTORS Currently, the Board of Directors (the “Board”) of the Company consists of ten directors whose terms expire at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). Our Board has nominated the current ten directors for re-election at the Annual Meeting.

  5. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

  6. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | BRIAN D. CHAMBERS Board Chair & Director Age: 57 Director since: 2019 Committee Membership(s): •Executive (Chair) Other Public Boards: •Lincoln Electric Holdings, Inc.(Nasdaq: LECO) | Career Highlights Mr. Chambers is Board Chair, President, and Chief Executive Officer of the Company. He was appointed Chief Executive Officer in 2019 and elected Board Chair in 2020. He previously served in several 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 of the Composites business from 2011 to 2013. In total, Mr. Chambers has over 20 years of global business and leadership experience with the Company. He also previously held several commercial and operational roles at Saint Gobain, Honeywell, and BOC Gases. Since February 2022, Mr. Chambers has served on the Board of Directors of Lincoln Electric Holdings, Inc., a world leader of engineering, design, and manufacturing of advanced arc welding solutions, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment, and is a member of its Audit and Finance Committees. Mr. Chambers is a member of the Business Roundtable and is on the executive committees of the Ohio Business Roundtable and the Policy Advisory Board of the Joint Center for Housing Studies of Harvard University. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Chambers brings to the Board a thorough understanding and extensive knowledge of the Company’s people, products, and markets worldwide gained through his key leadership positions in the Company. In these roles, especially as the current Chief Executive Officer and Board Chair of the Company, he plays an integral role in developing the Company’s strategies, which has helped to provide the foundation for the current direction of the Company. Mr. Chambers possesses a significant understanding of, and experience with, complex operations as well as company-specific customer expertise that drive the Company toward achievement of its expansion and growth goals. This industry-specific experience and breadth of knowledge enable him to provide the Board with a unique, invaluable perspective. In addition, Mr. Chambers’ extraordinary leadership qualities as well as the ability to identify and develop those qualities in others facilitate the Company’s strategic growth execution. Mr. Chambers’ deep connection to understanding the operations and products of the Company empower him to foster material innovation on the Company’s mission to building a sustainable future. We believe that Mr. Chambers’ experience and focus on sustainability has led the Company to increase its percent of revenue that comes from its portfolio of products that save energy or reduce emissions. He is dedicated to science-based targets that align with the Company’s aspiration to be a net-positive company. Mr. Chambers’ vast knowledge of material products also allow him to understand and successfully execute key strategies to expand the Company’s products’ handprint and positive impacts worldwide. His experience serving on a publicly traded company board provides him with additional global business perspective and further deepens his leadership and strategy skills. |

  7. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | EDUARDO E. CORDEIRO Director Age: 56 Director since: 2019 Committee Membership(s): •Compensation •Finance (Chair) •Executive Other Public Boards: •FMC Corporation (NYSE: FMC) | Career Highlights Mr. Cordeiro served as Executive Vice President, Chief Financial Officer at Cabot Corporation, a global specialty chemicals and performance materials company, from 2009 to 2018 and as President of the Americas region from 2014 to 2018. During his 20-year tenure at Cabot, he held several corporate, business, and executive management positions, including Vice President of Corporate Strategy and General Manager of its Fumed Metal Oxides and Supermetals businesses. Prior to his career at Cabot, Mr. Cordeiro was a consultant with The Boston Consulting Group and a founding partner of The Economics Resource Group. He has also served on the Board of Directors of FMC Corporation, a public multinational company serving agricultural, industrial, and consumer markets, since 2011 and chaired its Audit Committee since 2014. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Through Mr. Cordeiro’s broad range of corporate, business, and executive management roles at Cabot and The Boston Consulting Group, he gained significant corporate strategic operations expertise that allows him to provide the Board with a meaningful perspective on the Company’s operations and strategy. His experience in a complex global industrial business focused on chemicals and specialty materials complements the Company’s strategy to expand into new product adjacencies. During his multiple finance roles at Cabot throughout his twenty-year career, including, most recently, the Chief Financial Officer position, Mr. Cordeiro gained extensive financial expertise and significant knowledge of capital markets, and accounting systems and controls that enable him to provide the Board with a meaningful perspective on matters relevant to the Company’s growth strategy and capital deployment. His financial background is especially insightful in his role as Chair of the Finance Committee. Additionally, Mr. Cordeiro’s experience from serving as director and chair of the Audit Committee for FMC Corporation augments the risk management and financial reporting knowledge of the Board. |

  8. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | ADRIENNE D. ELSNER Director Age: 61 Director since: 2018 Committee Membership(s): •Audit •Finance Other Public Boards: •Benson Hill, Inc. (NYSE: BHIL) | Career Highlights Ms. Elsner currently serves as Chief Executive Officer of Benson Hill, Inc., a food technology company, since October 2023, and on its Board of Directors since 2019. Ms. Elsner served as Interim Chief Executive Officer of Benson Hill from June 2023 to October 2023. Prior to that, she served as President, Chief Executive Officer, and a 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 several increasingly senior positions, including Executive Vice President, Chief Marketing Officer with Kraft Foods, Inc., a multinational confectionery, food and beverage conglomerate. Ms. Elsner has also served on the board of the Ad Council. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Elsner’s experience as the current Chief Executive Officer of Benson Hill and former Chief Executive Officer of Charlotte’s Web provides the Board with diverse perspectives on strategy and growth across a range of industries. Through her broad range of leadership positions at Kellogg Company and Kraft Foods, especially as Chief Marketing Officer, Ms. Elsner gained significant knowledge of global markets and operations, and extensive sales, strategy, and product innovation in domestic and international markets. This breadth of experience enables her to provide the Board with a valuable perspective as the Company focuses on strengthening its position in core markets, building its brand, and strengthening its distribution and home centers relationships. Ms. Elsner’s unique appreciation of customers, shareholders, and employees parallels and propels the Company’s goal to enhance its social impact through commitments to health and safety, inclusion and diversity, and its communities. Ms. Elsner’s broad financial and operating experience as a Chief Executive Officer of public companies and leading sizeable domestic and international business units of large public companies provides valuable insight for the Company as it continues to operate globally in 30 countries. Her leadership roles at Benson Hill, Charlotte’s Web, Kellogg Company, and Kraft Foods enable Ms. Elsner to provide unique and valuable contributions to the Board in the areas of global management and business strategy. Ms. Elsner’s extensive experience overseeing financial processes and understanding of finance led to her designation as an “audit committee financial expert.” |

  9. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | ALFRED E. FESTA Director Age: 64 Director since: 2020 Committee Membership(s): •Compensation •Finance Other Public Boards: •NVR, Inc.(NYSE: NVR) | Career Highlights Mr. Festa has served as an Operating Advisor at Clayton, Dubilier & Rice, a global private equity firm with a broad portfolio, since 2020. Mr. Festa served as Chairman and Chief Executive Officer of W.R. Grace & Co., a leading global producer of specialty chemicals and materials, from 2008 to 2018, and non-executive Chairman from 2018 to 2019. He joined W.R. Grace as President and Chief Operating Officer in 2003 and assumed the role of Chief Executive Officer in 2005. Previously, he served in senior leadership positions at Morgenthaler Private Equity Partners and AlliedSignal (now Honeywell). He began his career at General Electric, where he spent 12 years in financial management positions. He also serves on the Board of Directors of NVR, Inc., a public homebuilding company, since 2008, and serves on its Audit and Nominating and Corporate Governance Committees. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Festa developed an in-depth understanding of materials manufacturing, brand marketing, and financial expertise through his many leadership positions at a leading global producer of specialty chemicals and materials. This expertise and his extensive management experience provide the Board with a valuable, independent perspective on the Company’s global manufacturing operations. As a top executive of a public company, Mr. Festa’s global operating experience, particularly related to mergers and acquisitions, strong financial background, and proven leadership capabilities are especially important to the Board’s consideration of product expansion into new product adjacencies that leverage market and manufacturing expertise. Mr. Festa’s public company board experience at a homebuilding company allows him to contribute to the Company’s strategy and provide a voice of the customer. In addition, his experience from serving as a director and member of the Audit Committee and Nominating and Corporate Governance Committee of NVR helps support the Company’s goals of strong Board governance and business ethics. |

  10. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | EDWARD F. LONERGAN Director Age: 64 Director since: 2013 Committee Membership(s): •Compensation (Chair) •Governance and Nominating •Executive Other Public Boards: •None | Career Highlights Mr. Lonergan has served as Executive Chairman of Zep Inc., an international provider of maintenance and cleaning solutions to the commercial, industrial, institutional, and consumer markets, since 2015. Prior to joining Zep Inc., Mr. Lonergan served as Chief Executive Officer of Chiquita Brands International, Inc. from 2012 until the privatization of the company in 2015. He served as Chief Executive Officer of Diversey, Inc. from 2006 through the sale of the company in 2011. Prior to Diversey, Mr. Lonergan served as President, Europe for Gillette from 2002 through its sale in 2006. Between 1981 and 2002, he held a variety of leadership positions both domestically and internationally at the Procter & Gamble Company, including general management roles in customer business development and in emerging markets. He was Chairman of DRB Systems, Inc. until its sale in 2021 and was a member of the Board of Directors of The Schwan Food Company from 2014 through its sale in 2019. He has served as a Senior Advisor at New Mountain Capital (“NMC”), a private equity company, since 2017, and, in addition to Zep Inc., serves on the Board of Directors of NMC portfolio company Summit Wash Holdings since 2022. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board As the current Executive Chairman of Zep, Inc. and as the former Chief Executive Officer of Chiquita Brands International and Diversey, Mr. Lonergan’s executive experience and management and operation skills provide valuable knowledge to the Board related to the Company’s business operations and associated risks, both domestic and international. The broad executive-level financial and strategic experience with several publicly traded companies provides valuable insight for the Board as to the issues and opportunities facing the Company. As the Company looks to expand into new product adjacencies that leverage market and manufacturing expertise, the Board leverages Mr. Lonergan’s extensive knowledge of global manufacturing and strong strategic and financial management expertise, as well as his keen understanding of both the business to business and consumer products industries. |

  11. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | MARYANN T. MANNEN Director Age: 61 Director since: 2014 Committee Membership(s): •Audit (Chair) •Governance and Nominating •Executive Other Public Boards: •MPLX LP* (a limited partnership formed by Ms. Mannen’s current employer, Marathon Petroleum) (NYSE: MPLX) | Career Highlights Ms. Mannen currently serves as President of Marathon Petroleum Corporation, a leading, integrated, downstream energy company, since January 2024. From 2021 to January 2024, she was the Executive Vice President and Chief Financial Officer of Marathon Petroleum. 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. 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 that owns and operates midstream energy infrastructure and logistics assets, and provides fuels distribution services. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Mannen’s well-rounded management experience at leading public companies in the energy sector, including her current experience as President of Marathon Petroleum, with oversight of the largest refinery in the U.S., enables her to contribute important insights to the Board regarding international business strategy and management of public companies. As the Company navigates expansion, Ms. Mannen’s extensive executive-level experience in the energy sector benefits the Board by providing significant knowledge and guidance on revenue markets regarding the Company’s three integrated businesses. Additionally, Ms. Mannen’s role as President of Marathon Petroleum, which includes oversight responsibilities for matters related to health, environment, safety and security, provides the Board with additional insights into the Company’s sustainability strategy and initiatives. As the former Chief Financial Officer of Marathon Petroleum and TechnipFMC, she brings extensive financial and risk management experience to the Board, which is important as the Company navigates growth and strengthens its core markets. Ms. Mannen’s financial expertise and strong knowledge of accounting systems and controls enable her to provide the Board and management with strong oversight of the management of the Company’s assets and specifically in her role as Chair of the Audit Committee. Ms. Mannen’s financial management experience and extensive knowledge of accounting led to her designation as an “audit committee financial expert” and Chair of the Audit Committee. *Our Board views Ms. Mannen’s service on the board of MPLX LP, which is a wholly-owned subsidiary of Ms. Mannen’s current employer, as an extension of her senior executive role with its parent company and not as a separate outside board because her responsibilities substantially overlap and require minimum extra work to her current responsibilities at Marathon Petroleum. For more information, see the “Director Service on Other Public Boards (Overboarding Policy)” section of this Proxy Statement. |

  12. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | PAUL E. MARTIN Director Age: 66 Director since: 2021 Committee Membership(s): •Audit •Finance Other Public Boards: •Unisys Corporation (NYSE: UIS) •STERIS plc.(NYSE: STE) | Career Highlights Mr. Martin served as Senior Vice President and Chief Information Officer for Baxter International Inc., a multinational health care company, from 2011 to 2020. Prior to Baxter, Mr. Martin served as Global Chief Information Officer from 2004 to 2011 at Rexam plc, a consumer packaging manufacturing company based in the U.K., where he also held several key senior management positions from 1999 to 2004, including head of information technology for American National Can Group Inc. (acquired by Rexam). Prior to his career at Rexam, Mr. Martin held information technology leadership positions at the CIT Group Inc., BNSF Railway Company, and Frito-Lay, Inc. Since 2017, Mr. Martin has served on the Board of Directors of Unisys Corporation, a publicly traded global information technology company, and is currently a member of its Audit and Finance Committees as well as the Chair of the Security and Risk Committee. 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 Audit Committee and Compensation and Organization Development Committee. He also served on the Board of Directors of Ping Identity Holding Corp., a provider of federated identity management and self-hosted identity access management solutions to web identities and single sign-on solutions, from 2021 until its sale in 2022. Mr. Martin received the 2020 Chicago CIO of the Year Leadership ORBIE Award. In 2017, he was selected to the CIO Hall of Fame by CIO Magazine for IT innovation and business leadership and was recognized in Black Enterprise’s 2017 Most Powerful Executives in Corporate America. In 2014, Mr. Martin was listed among the “100 Diverse Corporate Leaders in STEM” by STEMconnector and has been recognized as a Business Leader of Color by Chicago United. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Martin has extensive management experience across the information technology and cybersecurity industries, which uniquely positions him to significantly contribute to the Board’s oversight of the Company’s cybersecurity framework, management of information security risks, and its information security training program. Mr. Martin’s vast digital strategy knowledge helps enable the Board to assist the Company in achieving its goals through digital initiatives. He also provides valuable insight to the Audit Committee in its responsibility to oversee and manage cybersecurity risks. In addition, the Board benefits from Mr. Martin’s international business experience, which includes employment in leadership positions for several global businesses, as well as service at a foreign location on an assignment abroad. |

  13. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | W. HOWARD MORRIS Director Age: 63 Director since: 2007 Committee Membership(s): •Audit •Finance Other Public Boards: •Virtus Investment Partners, Inc. (Nasdaq: VRTS) | Career Highlights Mr. Morris has been President and Chief Investment Officer of The Prairie & Tireman Group, an investment partnership, since 1998. Mr. Morris was formerly Emergency Financial Manager, Inkster, Michigan Public Schools, from 2002 to 2005, and Chief Financial Officer, Detroit, Michigan Public School District, from 1999 to 2000. He is a Certified Public Accountant and Chartered Financial Analyst. Since 2021, Mr. Morris has been a member of the Board of Directors of Virtus Investment Partners, Inc., 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 Board of Directors of Virtus. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Morris brings to the Board deep knowledge of financial controls, audit, reporting, financial planning, and forecasting. As the Company measures its operating and strategic performance by reference to its financial goals, Mr. Morris’ understanding of finance and financial reporting processes are instrumental. The Board also benefits from his leadership of an investment partnership, as well as his service as a director of Virtus, which enable him to provide a valuable investor perspective to Board matters. Mr. Morris’ vast experience with capital markets further enables the Board to plan for growth through investment. Mr. Morris’ experience as Chief Investment Officer of an investment partnership, his experience as a Certified Public Accountant, Chartered Financial Analyst, and his knowledge of finance led to his designation as an “audit committee financial expert.” |

  14. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | SUZANNE P. NIMOCKS Lead Independent Director Age: 65 Director since: 2012 Committee Membership(s): •Governance and Nominating (Chair) •Executive Other Public Boards: •Brookfield Infrastructure Partners (NYSE: BIP) •Ovintiv, Inc. (NYSE: OVV) | Career Highlights Ms. Nimocks was formerly a Director (Senior Partner) with McKinsey & Company, a global management consulting firm, from June 1999 to March 2010, and was with the firm in various capacities since 1989, including as leader of the firm’s Global Organization, Risk Management, and Oil and Gas Electric Power and Renewables (wind, solar, and geothermal) practices. Ms. Nimocks served on several of the firm’s worldwide personnel committees and formerly served as the Houston Office Manager. Ms. Nimocks has a variety of board leadership experience across industries and geographies. Since 2010, she has served on the Board of Directors 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. Since August 2022, she has served on the Board of Directors of Brookfield Infrastructure Partners, a global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, energy, and data infrastructure sectors. She also currently serves on the Global Advisory Board for Advancing Women Executives. Beginning in 2010 and until 2021, Ms. Nimocks served as a director and chaired the Compensation Committee at Valaris plc, 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 also served on the Board of Directors of ArcelorMittal, one of the world’s leading steel and mining companies, from 2011 to 2022, where she was a member of its Appointments, Remuneration, Corporate Governance and Sustainability Committee. Ms. Nimocks also formerly chaired the Environmental Committee of the Greater Houston Partnership. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Nimocks brings a wealth of strategic consulting and corporate development experience to the Board that benefits the Company as it seeks to expand into new product adjacency markets and develop multi-material and prefabricated solutions. She is also skilled in identifying, managing, and mitigating corporate risks and capturing new technological advances applicable to the Company’s strategy of innovation. She gained significant knowledge from specializing in global management consulting and the energy sector. Her experience with renewable energy guides the Board’s commitment to sourcing 100% renewable electricity by 2030 with the goal to fully decarbonize in the future. She is involved in numerous organizations and initiatives in support of environmental and social issues, which directly ties to the Company’s mission of building a sustainable future through material innovation. Ms. Nimocks has also led sustainability and inclusion and diversity projects. She counsels the Board in its oversight of the Company’s sustainability and circular economy initiatives. Her service on other public company boards strengthens the Company’s governance principles and provides a unique perspective to its strategic global initiative and sustainability growth strategies. |

  15. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

    | JOHN D. WILLIAMS Director Age: 69 Director since: 2011 Committee Membership(s): •Compensation •Governance and Nominating Other Public Boards: •None | Career Highlights Mr. Williams served as President and Chief Executive Officer of Domtar Corporation, a manufacturer of fiber-based products including communication papers, specialty and packaging papers and absorbent hygiene products, from 2009 until June 2023. Mr. Williams continues to serve as an advisor regarding strategic growth opportunities for Domtar. He also served as a member of Domtar’s Board of Directors until Domtar’s sale in 2021. From 2000 to 2008, Mr. Williams served in senior executive positions with SCA Packaging Ltd. and SCA Packaging Europe, which is among Europe’s largest producers of containerboard paper used for the manufacturing of corrugated box products. From 2005 to 2008, he served as President of SCA Packaging Europe, and as regional managing director for its U.K. and Ireland operations from 2000 to 2005. Prior to joining SCA Packaging, Mr. Williams held several 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, where he has also been the non-executive chair of the Board of Directors since January 2019. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Williams brings to the Board significant leadership experience from his former role as President and Chief Executive Officer of Domtar and previously as a senior executive in the European packaging industry. He developed an in-depth understanding of manufacturing, quality, and logistics serving in these roles. His extensive management experience provides the Board with a valuable perspective on the Company’s global manufacturing and supply chain operations. Mr. Williams’ experience in managing manufacturing businesses gives him valuable insight to assist the Company’s efforts to expand the use of recycled materials in its manufacturing operations and its products, across all businesses. Mr. Williams provides counsel to the Board as it evaluates the Company’s sustainability practices for its operations and supply chains. His significant experience in international business, operations, sales, and marketing also enables him to provide the Board with a valuable perspective on the Company’s goals of strengthening its position in core markets and products and expanding into new product adjacencies. |

  16. Nominees for Election as Directors for a Term Expiring at the 2025 Annual Meeting of Stockholders

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

  17. 2023 EXECUTIVE COMPENSATION PROGRAM

    2023 EXECUTIVE COMPENSATION PROGRAM Considering the effectiveness of our programs and strong stockholder support, as evidenced by the Say-on-Pay vote outcome at our most recent Annual Meeting of Stockholders, the Compensation Committee (the “Committee” for purposes of this Compensation Discussion and Analysis), generally maintained the same program design for 2023. In particular, performance share units awards (“PSUs”) continue to be earned based on our achievement of total shareholder return (“TSR”), return on capital (“ROC”), and free cash flow conversion (“FCFC”) metrics. The following table summarizes the major elements of our 2023 executive compensation plans for the NEOs: Base salary is paid in the form of cash and provides a base level of compensation sufficient to attract, retain and motivate executives. Annual incentive awards are paid in cash and motivate executives to meet and exceed Company and business financial goals, ESG goals, and individual performance objectives. Long-term incentive awards are settled in shares and provide equity-based compensation opportunities that align the interests of executives and stockholders. Additional details and rationale for 2023 compensation decisions are provided later in the Compensation Discussion and Analysis.

  18. GUIDING PRINCIPLES

    | PAY FOR PERFORMANCE | STOCKHOLDER ALIGNMENT | LONG-TERM FOCUS | | A substantial majority of pay is variable, contingent, and directly linked to Company and individual performance. | The financial interests of executives are aligned with the long-term interests of our stockholders through stock-based compensation and performance metrics that correlate with long-term stockholder value. | For our NEOs, long-term stock-based compensation opportunities will significantly outweigh short-term cash-based opportunities. Annual objectives align with the three key elements of our strategic plan and enhance sustainable long-term performance. | | COMPETITIVENESS | BALANCE | GOVERNANCE/COMMUNICATION | | Total compensation should be sufficiently competitive to attract, retain, motivate, and reward a leadership team capable of maximizing the Company’s performance. Each element is generally compared to peers and the broader marketplace for executive talent. | Our compensation program is designed to be challenging, but fair. Executives should have the opportunity to earn market-competitive pay for delivering expected results. As results exceed expectations (both internal and external), pay levels may increase above market median levels. If performance falls below expected levels, actual pay may fall below market median levels. | Feedback from stockholders is solicited and, when applicable, factored into the design of our compensation program. Clear design enables ease of communication for all stakeholders. |

  19. ROLE OF THE COMMITTEE

    ROLE OF THE COMMITTEE The Committee, which consists of all independent directors, is responsible for overseeing the development and administration of our executive compensation program. In this role, the Committee approves all compensation actions concerning our CEO and the other NEOs. The Committee’s other responsibilities include: •Reviewing at least annually the goals and objectives of the Company’s executive compensation plans and amending, or recommending that the Board amend, these goals and objectives if the Compensation Committee deems it appropriate; •Reviewing at least annually the Company’s executive officer compensation plans in light of the Company’s goals and objectives, and, if the Committee deems it appropriate, adopting or recommending to the Board the adoption of new, or the amendment of existing, executive compensation plans; •Evaluating annually the performance of the CEO 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, setting the CEO’s compensation based on this evaluation; •In consultation with the CEO, approving 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 •Reviewing and approving any severance or termination arrangements to be made with any executive officer of the Company. In determining the long-term incentive component of the CEO’s compensation, the Committee considers all relevant factors, including the Company’s performance and relative TSR, the value of similar awards to Chief Executive Officers of comparable companies, and the awards given to the CEO in past years. The Chief Human Resources Officer and the independent compensation consultant assist the Committee with these responsibilities. The Committee’s charter, which sets out the Committee’s responsibilities, can be found on our website at: http://www.owenscorning.com.

  20. ROLE OF THE COMPENSATION CONSULTANT

    ROLE OF THE COMPENSATION CONSULTANT The Committee retained the services of the Consultant to serve as its executive compensation consultant for 2023. In this capacity, the Consultant advised the Committee on a variety of subjects consisting of compensation plan design and trends, pay for performance analytics, and comparative compensation norms. While the Consultant may make recommendations on the form and amount of compensation, the Committee continues to make all decisions regarding the compensation of our NEOs. The Consultant reported directly to the Committee, participated in meetings as requested and communicated with the Committee Chair between meetings as necessary. In 2023, the Consultant attended all of our Committee meetings. The Committee reviewed the qualifications and assessed the independence of the Consultant during 2023. The Committee also considered and assessed all relevant factors, including those required by the SEC and the NYSE, which could give rise to a potential conflict of interest. Based on these reviews, the Committee did not identify any conflicts of interest raised by the work performed by the Consultant. The Consultant does not perform other services for or receive other fees from the Company. The Committee has the sole authority to modify or approve the Consultant’s compensation, determine the nature and scope of its services, evaluate its performance, terminate the engagement, and hire a replacement or additional consultant at any time.

  21. COMPETITIVE POSITIONING

    COMPETITIVE POSITIONING

  22. PEER GROUP

    PEER GROUP The Committee utilizes a peer group of 16 companies when assessing the competitiveness of executive compensation and the appropriateness of compensation program design. These companies are in the building materials industry, serve related markets, or use manufacturing processes similar to the Company, and have size (measured in annual sales, market capitalization or number of employees) or complexity comparable to the Company. This peer group is reviewed regularly by the Committee to help ensure the relevance of the companies to which we compare ourselves. The peer group for 2023 compensation decisions (which was unchanged from 2022) was comprised of the following companies:

  23. PEER GROUP

    | A.O. Smith Corporation | Masco Corporation | | Ball Corporation | Mohawk Industries, Inc. | | Celanese Corporation | O-I Glass, Inc. | | Eastman Chemical Company | PPG Industries, Inc. | | Fortune Brands Innovations, Inc. | RPM International Inc. | | Greif, Inc. | Stanley Black & Decker, Inc. | | Lennox International Inc. | The Sherwin-Williams Company | | Louisiana-Pacific Corporation | Trane Technologies |

  24. PEER GROUP

    While compensation data from the peer group serves as comparison data, the Committee supplements this information with data from compensation surveys covering general industry companies of similar size based on annual sales. This additional data, compiled by the Consultant, enhances the Committee’s knowledge of trends and market practices. The Company did not select the companies that comprise any of these survey groups, and the component companies’ identities were not a material factor in our compensation analysis.

  25. PRINCIPAL ELEMENTS OF COMPENSATION

    | CASH COMPENSATION | | LONG-TERM INCENTIVES | | RETIREMENT | | Base Salary | Annual Incentive | Restricted Stock Units | Performance Share Units | 401(k) Savings Plan Non-Qualified Deferred Compensation and Restoration Plan |

  26. ANNUAL INCENTIVE

    ANNUAL INCENTIVE Annual incentives are delivered through the annual Corporate Incentive Plan (“CIP”). Funding under the 2023 CIP for all NEO awards was determined based on performance as measured against corporate and individual performance goals. Incentive awards for the NEOs are based 75% on corporate performance measures and 25% on individual performance. Award amounts for each component may be earned from 0% to 200% of targeted levels, based upon performance. The Committee assesses the individual performance of the CEO, and reviews and approves the CEO’s assessment of individual performance of the other NEOs in determining the individual performance component of CIP payouts. The overall corporate component is earned based upon the achievement of pre-determined financial goals as described below. Awards are paid in the form of a lump-sum cash payment. At the beginning of each year, the Committee selects the overall corporate performance objectives, or funding criteria, that are used to determine the funding of the corporate performance component (75% of the target award) for the annual CIP. For 2023, the Committee selected specific levels of adjusted EBIT as the performance metric based on the view that total shareholder return correlated with sustained earnings growth, which the Company measures through adjusted EBIT performance, our long-standing measure of profitability. Company earnings is the most prevalent annual incentive metric used by Company peers. Because of the importance of driving profitable growth, adjusted EBIT is weighted at 75% within the annual incentive payout. Owens Corning (consolidated) adjusted EBIT goals determine 40% of overall corporate funding, and performance of the Roofing, Insulation, and Composites businesses against their respective EBIT goals each contribute 20% to overall corporate funding. Funding for each of the corporate components of the CIP can independently vary based on consolidated or business performance. For 2023, identified performance requirements were as follows: Threshold performance (0% CIP funding); performance requirements that corresponded with 50% CIP funding (Gate 1); Target performance requirements that corresponded with 100% CIP funding (Target Funding); and a performance requirement that corresponded with 200% funding (Maximum Funding), as shown in the chart below. For consolidated or business performance falling at or below Threshold, that portion of the award would not fund. Straight-line mathematical interpolation was used for performance falling between identified performance requirements. This straight-line mathematical interpolation is performed separately for Owens Corning adjusted EBIT, and Roofing, Insulation, and Composites EBIT performance, respectively. The results are aggregated by applying a 40% weight to consolidated funding and 20% weight to the funding of each business. When establishing 2023 performance requirements the Committee used a variety of guiding principles, including: •Target performance levels generally correspond with the results and the business objectives called for in the Board-reviewed operations plan (a comprehensive strategic business plan for the Company) for the year. Whether the Target performance level can be attained is a function of the degree of difficulty associated with the operations plan. •Identified performance requirements below target, will be set at a level of acceptable performance that warrants below-market compensation. CIP performance levels between Threshold and Target are intended to compensate participants below the targeted median, which the Committee believes is appropriate for a performance-based incentive plan. •The Maximum performance level is also determined based on the Committee’s view of the degree of difficulty of the operations plan–the more difficult the operating plan and, therefore, the Target performance level, is to achieve, the less incremental performance (above Target performance) is required to reach the Maximum. •The Maximum performance level will be set so that it is difficult to achieve and would deliver clear outperformance compared to the operating plan, with the mindset that Maximum performance significantly benefits the Company’s stockholders and warrants CIP funding at or near Maximum. •CIP awards between Target and Maximum should reflect a level of performance that distinguishes the Company and its leaders, and translates into increased stockholder value. •The Committee retains discretion to reduce awards or not pay CIP compensation to the NEOs even if the relevant performance targets are met, and to adjust performance targets based on timing and materiality of transactions, charges, or accruals. •Based on timing of material transactions, the Committee may exclude the impact of a divestiture/acquisition (for example, not allow the additional EBIT of an acquired business to fund the CIP), or may include the impact of the acquisition (for example, include the acquired business’ EBIT after increasing the performance levels required to fund the CIP), it being the Committee’s intent to avoid funding windfalls and reward acquisition synergy capture. Individual performance goals for the CEO are established and reviewed by the Committee and Board at the beginning of each fiscal year (see goal setting discussion below). For the remaining NEOs, the CEO and each officer establish and agree upon performance objectives which serve as the individual performance goals for that officer for the year. At the close of each year, the Committee evaluates the performance of the CEO against the established performance goals (inclusive of ESG goals), in addition to other factors described below, and determines the level of funding of the individual component of the award. Similarly, the CEO reviews performance of the other NEOs against their individual goals and based on this assessment and other factors described below, the CEO makes a recommendation to the Committee. The Committee then determines the actual payout under the individual component of the CIP for such NEOs based on the recommendations of the CEO and its discretion, all subject to overall CIP funding levels.

  27. LONG-TERM INCENTIVE

    LONG-TERM INCENTIVE We believe long-term incentive opportunities should align NEO behaviors and results with key enterprise drivers and the interests of stockholders over an extended period. Our long-term incentive program (“LTI”) is an equity-based program that uses a combination of restricted stock units ("RSUs") and PSUs. For 2023 NEO awards, the mix of LTI vehicles was maintained as described below: RSUs generally vest at a rate of 25% per year over a four-year period. Performance share units use three-year performance cycles, with a new three-year cycle beginning each year. Our total shareholder return-based PSUs (“TSR PSUs”) generally vest after the completion of the three-year performance period and deliver shares based on the Company’s total shareholder return relative to the companies that made up the TSR Comparator Group (as further described below), as of the beginning of the performance period. Our Return on Capital-based PSUs (“ROC PSUs”) generally vest after the completion of the three-year performance period and deliver shares based on achievement of predetermined adjusted return on capital metrics. Our Free Cash Flow Conversion-based PSUs (“FCFC PSUs”) generally vest after the completion of the three-year performance period and deliver shares based on achievement of predetermined free cash flow conversion metrics. We believe the majority of awards should be performance-based and at-risk. Accordingly, the aggregate LTI award’s total value is allocated 40% to RSUs, 20% to TSR PSUs, 20% to ROC PSUs, and 20% FCFC PSUs, and then each allocation is divided by the grant date stock price to determine the number of RSUs and target PSUs that are granted.

  28. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

    PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN For the 2023-2025 performance cycle, the TSR PSUs will fund from 0% to 200% based upon the Company’s total shareholder return as a percentile of the companies included in the 2023 TSR Comparator Group as of the beginning of the performance period. The comparator group was selected as a peer group that is specific to our industry and aligned to our markets and global exposure. Threshold funding (0% payout) for the TSR PSUs applies up to the 25th percentile of the TSR Comparator Group. Target funding (100% payout) is achieved at the 50th percentile. Maximum funding (200% payout) is earned at and above the 75th percentile. Any payout is determined on a straight-line mathematical basis for performance between Threshold and Target, and between Target and Maximum, and is capped at 100% if our TSR is negative. The following table depicts the payout opportunity for the 2023 TSR PSU award:

  29. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

    | | FUNDING AS A % OF TARGET | OC TSR PERCENTILE | | Threshold | 0% | 25TH | | Target | 100% | 50TH | | Maximum | 200% | 75TH |

  30. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

    Effective January 1, 2023, the Committee implemented a new TSR Comparator Group for new TSR PSU grants, which consists of the companies noted below. The Committee believes this change more appropriately aligns the companies within the TSR Comparator Group to our specific industry, markets, and global exposure. The criteria used in determining this new TSR Comparator Group included the size of the companies (measured in terms of annual revenue and market capitalization); industries and geographies in which the companies operate; stock price correlation and volatility relative to the Company.

  31. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

    | A.O Smith Corporation | Lennox International Inc. | | Advanced Drainage Systems, Inc. | Louisiana-Pacific Corporation | | Allegion plc | Masco Corporation | | Armstrong World Industries, Inc. | Masonite International Corporation | | Ball Corporation | Mohawk Industries, Inc. | | Builders FirstSource, Inc. | O-I Glass, Inc. | | Carlisle Companies Incorporated | PPG Industries, Inc. | | Carrier Global Corporation | Resideo Technologies, Inc. | | Celanese Corporation | RPM International Inc. | | Eastman Chemical Company | Stanley Black & Decker, Inc. | | Fortune Brands Innovations, Inc. | The Sherwin-Williams Company | | Greif, Inc. | Trane Technologies | | JELD-WEN Holding, Inc. | Trex Company, Inc. | | Johnson Controls International plc | UFP Industries, Inc. |

  32. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

    The 2023 TSR Comparator Group includes all constituents of our compensation peer group. The Committee will continue to work with its Consultant and Company management to review the ongoing appropriateness of the companies in the TSR Comparator Group.

  33. PERFORMANCE SHARE UNITS – RETURN ON CAPITAL

    PERFORMANCE SHARE UNITS – RETURN ON CAPITAL For the 2023-2025 performance cycle, ROC PSUs will fund from 0% to 200% based upon adjusted return on capital achieved during each year of the three-year performance period. Each annual funding outcome will be averaged to determine the award payout. Adjusted return on capital for each fiscal year is calculated as adjusted EBIT less adjusted taxes, divided by the sum of average net fixed assets, average working capital, and post-emergence goodwill, and intangibles. This formula may be adjusted for material transactions, accruals or charges as approved by the Committee and thus may differ from return on capital that may be discussed in the context of our financial statements and other public disclosures. For the 2023-2025 performance cycle, 0% funding will be provided at or below threshold performance, which was set at 8.5% adjusted return on capital, as a proxy for the Company’s long-term cost of capital. Maximum performance, which would provide for 200% funding, was set at 22% adjusted return on capital. Target performance, which would provide for 100% funding, was set at 18% adjusted return on capital. Payout will be interpolated on a straight-line mathematical basis for performance between Threshold and Target, or between Target and Maximum. The following table depicts the payout opportunity for the 2023 ROC PSU award:

  34. PERFORMANCE SHARE UNITS – RETURN ON CAPITAL

    | | FUNDING AS A % OF TARGET | 2023-2025 ROC | | Threshold | 0% | 8.5% | | Target | 100% | 18% | | Maximum | 200% | 22% |

  35. PERFORMANCE SHARE UNITS – FREE CASH FLOW CONVERSION

    PERFORMANCE SHARE UNITS – FREE CASH FLOW CONVERSION Free cash flow conversion is a non-GAAP measure calculated as net cash flow provided by operating activities less cash paid for property, plant, and equipment divided by adjusted earnings. This formula may be adjusted for material transactions, accruals, or charges as approved by the Committee and thus may differ from free cash flow conversion that may be discussed in the context of our financial statements and other public disclosures. For the 2023-2025 performance cycle, the FCFC PSUs will fund from 0% to 200% based upon annual free cash flow conversion during each year of the three-year performance period. Each annual funding outcome will be averaged to determine the award payout. For the 2023-2025 performance cycle, 0% funding will be provided at or below Threshold performance, which was set at 75% free cash flow conversion. Maximum performance, which would provide for 200% funding, was set at 110% free cash flow conversion performance. Target performance, which would provide for 100% funding, was set at a range of 98%-102% free cash flow conversion. Payout will be interpolated on a straight-line mathematical basis for performance between Threshold and Target, or between Target and Maximum. The following table depicts the payout opportunity for the 2023 FCFC PSU award:

  36. PERFORMANCE SHARE UNITS – FREE CASH FLOW CONVERSION

    | | FUNDING AS A % OF TARGET | 2023-2025 FCFC | | Threshold | 0% | 75% | | Target | 100% | 98%-102% | | Maximum | 200% | 110% |

  37. EMPHASIS ON VARIABLE PAY

    | CEO | 88% "At Risk" Compensation | | | 71% Long-Term Incentive | 17% Annual Incentive | 12% Base Salary |

  38. EMPHASIS ON VARIABLE PAY

    | Other NEO's | 74% "At Risk" Compensation | | | 55% Long-Term Incentive | 19% Annual Incentive | 26% Base Salary |

  39. CORPORATE INCENTIVE PLAN

    CORPORATE INCENTIVE PLAN For 2023, CIP funding for corporate performance was based upon adjusted EBIT. The performance criteria were set by the Committee in February 2023 with target performance at $1,280 million. The funding targets and outcomes were as follows (dollars displayed in millions):

  40. CORPORATE INCENTIVE PLAN

    | CIP METRIC | THRESHOLD (0% FUNDING) | GATE 1 (50% FUNDING) | TARGET (100% FUNDING) | MAXIMUM (200% FUNDING) | 2023 ACTUAL | FUNDING | WEIGHT | | Consolidated Adjusted EBIT | $896 | $1,024 | $1,280 | $1,800 | $1,805 | 200% | 40% | | Roofing EBIT | $476 | $544 | $680 | $956 | $1,174 | 200% | 20% | | Insulation EBIT | $329 | $376 | $470 | $661 | $619 | 178% | 20% | | Composites EBIT | $231 | $264 | $330 | $464 | $242 | 17% | 20% | | | | | | TOTAL FUNDING | | 159% | |

  41. CORPORATE INCENTIVE PLAN

    Each NEO’s opportunity for the individual performance component (weighted at 25%) of the CIP is described below. Each NEO's opportunity was subject to discretion by the Committee based upon its assessment of the individual performance of each NEO for 2023. As described below, the factors considered in assessing individual performance were: the performance of business or functional areas for which the individual is accountable, achievement of predetermined qualitative goals, impact on the organization, and talent development. Individual performance is based on a discretionary holistic assessment of the NEO’s overall performance. The Committee determined the CEO’s individual award based upon its assessment of his performance during 2023. For the other NEOs, the assessment was made by the CEO for each NEO on an individual basis and reviewed and approved by the Committee in its discretion. When assessing individual performance, the considerations by the CEO and the Committee included those referenced above when determining base salary, as well as a comparison among the NEOs to determine their relative contributions to the Company’s business results, with the goal to differentiate awards based on performance. The Committee received recommendations from the CEO, assessed his performance evaluation for each of the other NEOs and applied its judgment consistent with the factors described above to review and approve the CIP payouts for each NEO for 2023. The table below summarizes each NEO’s maximum opportunity and actual funding under the corporate and individual components pay under the CIP for 2023:

  42. CORPORATE INCENTIVE PLAN

    | | | CORPORATE PERFORMANCE (75% WEIGHTING) | | INDIVIDUAL PERFORMANCE (25% WEIGHTING) | | | | | TARGET CIP | MAX OPPORTUNITY | ACTUAL FUNDING | MAX OPPORTUNITY | ACTUAL INDIVIDUAL AWARD | TOTAL | | Brian D. Chambers | 140% | $2,520,000 | $2,003,400 | $840,000 | $630,000 | $2,633,400 | | Todd W. Fister | 75% | $723,731 | $575,366 | $241,244 | $180,932 | $756,298 | | Kenneth S. Parks | 75% | $— | $— | $— | $— | $— | | Marcio A. Sandri | 75% | $717,750 | $570,612 | $239,250 | $149,531 | $720,143 | | Gunner S. Smith | 75% | $708,750 | $563,456 | $236,250 | $206,719 | $770,175 | | Gina A. Beredo | 75% | $624,375 | $496,379 | $208,125 | $140,484 | $636,863 |

  43. LONG-TERM INCENTIVE PLAN

    LONG-TERM INCENTIVE PLAN The value of actual 2023 annual LTI grants for the NEOs versus prior year grants (as applicable) are described below. To determine the 2023 grant levels, the Committee considered a variety of factors including individual performance, prior year awards (as applicable), market median LTI award levels, total compensation versus market median, and the Company’s year-over-year performance. The actual accounting charge for these awards is determined under ASC Topic 718 and may be more or less than the standardized value the Company uses internally for grant size determination.

  44. LONG-TERM INCENTIVE PLAN

    | | 2022 LTI AWARD | 2023 LTI AWARD | | Brian D. Chambers | $6,120,000 | $7,000,000 | | Todd W. Fister | $1,100,000 | $1,300,000 | | Kenneth S. Parks | $1,848,000 | $1,903,440 | | Marcio A. Sandri | $1,200,000 | $1,300,000 | | Gunner S. Smith | $1,100,000 | $1,300,000 | | Gina A. Beredo | $900,000 | $1,000,000 |

  45. LONG-TERM INCENTIVE PLAN

    For the 2021-2023 LTI performance cycle, funding criteria for the PSUs were based on the Company’s: (1) adjusted Return on Capital (ROC) performance, (2) Total Shareholder Return relative to constituents of the Dow Jones Construction and Materials Index, and (3) adjusted Free Cash Flow Conversion (FCFC). With regard to the 2021-2023 Total Shareholder Return metric, the scaled payout opportunities for percentile performance matched the design described above for the 2023-2025 TSR PRSUs. In terms of actual results, the Company’s stock performed at the 88th percentile versus companies in the index, resulting in 200% funding. The Company’s 2021-2023 adjusted Return on Capital awards utilized the following payout structure: 0% funding was provided for below threshold performance; threshold performance resulted in 50% funding; target performance resulted in 100% funding; maximum performance resulted in 200% funding; and payouts were to be interpolated on a straight-line mathematical basis for performance between threshold and target or between target and maximum levels. Actual performance resulted in a payout of 200% of target. Specifically, the Company’s adjusted ROC performance for 2021, 2022, and 2023 was 17.9%, 23.3%, and 23.0%, respectively, against the threshold of 7.5%, the target of 10.0% and the maximum of 12.5%. The Company’s 2021-2023 adjusted Free Cash Flow Conversion awards utilized the following payout structure: 0% funding was provided for below threshold performance; threshold performance resulted in 50% funding; target performance resulted in 100% funding; maximum performance resulted in 200% funding; and payouts were to be interpolated on a straight-line mathematical basis for performance between threshold and target or between target and maximum levels. Actual performance resulted in a payout of 156% of target. Specifically, the Company’s adjusted FCFC performance for 2021, 2022, and 2023 was 112%, 107.9%, and 94.0%, respectively, against the threshold of 75%, the target of 100% and the maximum of 110%. As noted above, ROC and FCFC performance may reflect adjustments for material transactions, accruals, or charges as approved by the Committee, and thus may differ from our return on capital and free cash flow conversion discussed in our financial statements and other public disclosures. The value of the 2021-2023 LTI grant payouts is included in the “2023 Option Exercises and Stock Vested Table.”

  46. SPECIAL GRANTS IN 2023

    SPECIAL GRANTS IN 2023 In connection with his appointment as CFO, Mr. Fister received an appointment grant of RSUs having an aggregate grant date value of $350,000, which will vest on September 15, 2026. In addition to his appointment grant, Mr. Fister’s base salary was increased to $675,000 per year, and his target annual incentive opportunity for 2023 remained at 75% of base salary. Consistent with the Committee’s philosophy to align executive compensation with and enhance long-term stockholder value, on December 20, 2023, the Committee approved an equity award of RSUs having an aggregate grant date value of $1.0 million (the "Retention Award") to Gunner Smith, President, Roofing, under the Owens Corning 2023 Stock Plan. The Retention Award will vest on December 20, 2026, subject to Mr. Smith’s continued service with the Company during the three-year vesting period. In granting the Retention Award, the Committee considered multiple factors, including Mr. Smith’s sustained leadership of the Company’s Roofing business, which achieved record revenue, margin, and EBIT for 2023 through significantly improved operational efficiency and productivity, helping to create meaningful stockholder value. Because of this performance under Mr. Smith’s leadership, the Retention Award was intended to (i) ensure leadership continuity in support of the execution of the Company’s strategic plan; (ii) promote and ensure retention in a highly competitive environment for senior executives with Mr. Smith’s skills, experience, and track record of strong performance as demonstrated by his contributions to the Company’s financial performance, strategy, organizational leadership and execution of major initiatives; and (iii) further strengthen the alignment between compensation and long-term value creation for the benefit of stockholders.

  47. CEO AND OTHER NEO TOTAL DIRECT COMPENSATION DECISIONS

    CEO AND OTHER NEO TOTAL DIRECT COMPENSATION DECISIONS The following tables summarize the Committee’s decisions for the 2023 performance year. Unlike the 2023 Summary Compensation Table, which includes the long-term incentive awards granted in calendar year 2023, Total Direct Compensation shown in the following table instead includes long-term incentive awards granted in February 2024, which reflect an assessment of 2023 performance. This table should not be viewed as a replacement for the 2023 Summary Compensation Table or other compensation tables set forth below, as details of 2024 long-term incentive awards are not material to understanding compensation that was delivered in 2023.

  48. Brian D. Chambers, Chair and Chief Executive Officer

    | COMPENSATION ELEMENT | 2023 | | 2023 Base Salary | $1,200,000 | | 2023 Annual Incentive | $2,633,400 | | 2024 Grant of Restricted Stock Units(1) | $3,000,000 | | 2024 Grant of Performance Share Units | $4,500,000 | | TOTAL DIRECT COMPENSATION | $11,333,400 |

  49. 2023 Other NEO Total Direct Compensation

    | COMPENSATION ELEMENT | TODD W. FISTER(2) | KENNETH S. PARKS | MARCIO A. SANDRI | GUNNER S. SMITH | GINA A. BEREDO | | 2023 Base Salary | $675,000 | $742,000 | $638,000 | $630,000 | $555,000 | | 2023 Annual Incentive | $756,298 | $— | $720,143 | $770,175 | $636,863 | | 2024 Grant of Restricted Stock Units(1) | $640,000 | $— | $1,300,000 | $520,000 | $480,000 | | 2024 Grant of Performance Share Units | $960,000 | $— | $— | $780,000 | $720,000 | | TOTAL DIRECT COMPENSATION | $3,031,298 | $742,000 | $2,658,143 | $2,700,175 | $2,391,863 |

  50. 2023 Other NEO Total Direct Compensation

    (1)RSUs granted in 2024 will move to a three-year ratable vest schedule, with one-third of the grant vesting each year, starting on the first anniversary of the grant date. (2)Base salary increased from $630,000 to $675,000 upon appointment to CFO role on September 15, 2023.

  51. TIMING OF EQUITY AWARDS

    TIMING OF EQUITY AWARDS The Company does not have any program, plan, or practice to time equity grants in coordination with the release of material, non-public information. Annual awards of RSUs and PSUs are granted on the date of the Committee’s February meeting. The Company may also grant equity awards to newly-hired or promoted executives, effective on the start or promotion date.

  52. POST-TERMINATION COMPENSATION

    POST-TERMINATION COMPENSATION We have entered into severance agreements with our NEOs and these agreements were approved by the Committee. The severance agreements were adopted for the purpose of providing for payments and other benefits if the officer’s employment terminates for a qualifying event or circumstance, such as being terminated without cause (as this term is defined in the severance agreements). We believe that these agreements are important to recruiting and retaining our officers, as many of the companies with which we compete for executive talent have similar agreements in place for their executive employees. Based on practices among peer companies and consistent with the interests and needs of the Company, the Committee determined an appropriate level of severance payments and the circumstances that should trigger such payments. Therefore, the severance agreements with the NEOs provide, under certain termination scenarios, up to two years of pay and benefits. The severance agreements provide for payments upon a change in control only if the individual is also terminated for reasons other than cause in connection with the change in control. Payments under the severance agreements are made in cash and are paid in the same manner as the regular payroll over a 24-month period. Health care coverage provided under the severance agreements is provided in kind. Additional specific information regarding potential payments under these severance agreements is found under the heading, “Potential Payments upon Termination or Change-in-Control.” The “Payments Upon Termination or Change-In-Control Table” also includes specific information regarding the treatment of equity grants under various scenarios.

  53. COMPENSATION GOVERNANCE PRACTICES

    | WHAT WE DO | | | ✓ | Review of Pay for Performance. The Committee regularly reviews the relationship between compensation and Company performance. | | ✓ | Median Compensation Targets. All compensation elements for our executives are initially targeted at the median of our competitive marketplace for talent and positioned within a reasonable range based on actual experience and performance. | | ✓ | Performance Metrics. The Committee annually reviews performance goals for our annual and long-term incentive plans to assure the use of challenging, but fair metrics and targets. Additionally, the Committee reviews the cost of our plans at various performance levels to help ensure that stockholders are appropriately benefiting from performance outcomes. | | ✓ | Clawbacks. As previewed in the Company’s 2023 proxy statement, in 2023, the Company adopted a new executive compensation Clawback Policy to comply with final SEC and NYSE clawback rules. Under the Clawback Policy, in the event the Company is required to prepare an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws (an “Accounting Restatement”), the Company will promptly recoup any erroneously awarded compensation received by each current or former executive officer covered by the Clawback Policy during an applicable three-year recovery period. “Erroneously awarded compensation” for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the Clawback Policy is in general limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. The Committee will determine, in its sole discretion, the timing and method for recouping such erroneously awarded compensation. In general, the Company may utilize a broad range of recoupment methods under the Clawback Policy, but recovery under the Clawback Policy may be foregone under limited, specific circumstances as described in the Clawback Policy (where recovery would be impracticable because the third-party direct expense of recovery exceeds the amount to be recovered, recovery would violate certain identified laws, or recovery would cause an otherwise tax-qualified, broad-based plan to fail to continue to so qualify). Operation of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such erroneously awarded compensation. Current executive officers covered by the Clawback Policy will be expected to acknowledge being subject to the Clawback Policy. In addition, when the Clawback Policy was adopted in 2023, the Company also adopted a new Supplemental Clawback Policy for good governance purposes. The Supplemental Clawback Policy is administered by the Company’s executive management. Under the Supplemental Clawback Policy, in the event the Company is required to prepare an Accounting Restatement and executive management determines that any salaried employee’s error or omission caused or otherwise contributed to the Accounting Restatement, the executive management may determine that the Company is entitled to recoup any erroneously awarded compensation received by such employee during an applicable three-year recovery period (except that, for purpose of the Supplemental Clawback Policy, such recovery does not need to be conducted without regard to any taxes paid). Further, if the executive management determines that an executive officer has engaged in Detrimental Conduct, the executive management, in its sole discretion, may recoup all or part of such employee’s bonus, commission, equity-based or other incentive compensation vested or paid during three years prior to the commencement of the Detrimental Conduct, and may cancel all or part of such employee’s unvested or unpaid bonus, commission, equity-based or other incentive compensation. “Detrimental Conduct” generally means such employee’s fraud, willful misconduct, dishonesty, violation of Company or affiliate policy, commission of certain criminal acts, conduct in violation of federal or other applicable securities laws, gross negligence or willful misconduct in a supervisory or risk management capacity, or breach of material obligation to the Company or its affiliates. The executive management will determine in its sole discretion whether or not any salaried employee has engaged in Detrimental Conduct and the amount or value to be reimbursed or forfeited under the Supplemental Clawback Policy. In general, the Company may utilize a broad range of recoupment methods under the Supplemental Clawback Policy, and recovery under the Supplemental Clawback Policy is subject to substantial executive management discretion and judgment, as described in the Clawback Policy. | | ✓ | Meaningful Stock Ownership Guidelines. Our stock ownership requirements are rigorous: six times base salary for the CEO, three times base salary for other continuing NEOs, and five times maximum annual cash retainer for Board members. | | ✓ | Review of Compensation Peer Group. Our compensation peer group is reviewed regularly by the Committee and adjusted, when necessary, to help ensure that its composition remains a relevant and appropriate comparison for our executive compensation program. | | ✓ | Review of Committee Charter. The Committee reviews its charter annually to consider the incorporation of modern governance practices. | | ✓ | Stockholder Outreach. We regularly solicit feedback from our stockholders on our executive compensation programs and corporate governance, and when applicable, incorporate such feedback into our compensation structure going forward. |

  54. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE The following tables provide information on total compensation paid to the CEO, the CFO and the other NEOs.

  55. 2023 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($) | NON- EQUITY INCENTIVE PLAN COMPENSATION ($)(2) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Brian D. Chambers Board Chair and CEO | 2023 | 1,200,000 | — | 7,111,895 | — | 2,633,400 | — | 297,961 | 11,243,256 | | | 2022 | 1,200,000 | — | 6,423,452 | — | 3,150,000 | — | 206,402 | 10,979,854 | | | 2021 | 1,183,334 | — | 5,660,783 | — | 2,812,500 | — | 125,526 | 9,782,143 | | Todd W. Fister Executive Vice President, CFO | 2023 | 636,629 | — | 1,670,563 | — | 756,298 | — | 182,697 | 3,246,187 | | | 2022 | 582,500 | — | 1,154,416 | — | 829,688 | — | 61,353 | 2,627,957 | | Kenneth S. Parks Former Executive Vice President, CFO | 2023 | 522,083 | — | 1,933,905 | — | — | — | 65,771 | 2,521,759 | | | 2022 | 717,501 | — | 1,939,472 | — | 980,109 | — | 49,577 | 3,686,659 | | | 2021 | 700,008 | — | 1,900,853 | — | 951,563 | — | 37,487 | 3,589,911 | | Marcio A. Sandri President, Composites | 2023 | 634,667 | — | 1,320,654 | — | 720,143 | 3,000 | 103,951 | 2,782,415 | | | 2022 | 611,667 | — | 1,259,351 | — | 851,681 | 1,000 | 76,162 | 2,799,861 | | | 2021 | 573,334 | — | 1,127,979 | — | 815,625 | 1,000 | 58,035 | 2,575,973 | | Gunner S. Smith President, Roofing | 2023 | 623,333 | — | 2,320,636 | — | 770,175 | 2,000 | 116,895 | 3,833,039 | | | 2022 | 582,500 | — | 1,154,416 | — | 813,094 | 1,000 | 71,950 | 2,622,960 | | | 2021 | 537,500 | — | 1,023,537 | — | 756,188 | — | 44,976 | 2,362,201 | | Gina A. Beredo Executive Vice President, General Counsel and Corporate Secretary | 2023 | 549,167 | — | 1,015,638 | — | 636,863 | — | 66,986 | 2,268,654 | | | 2022 | 516,667 | — | 944,365 | | 711,750 | — | 24,684 | 2,197,466 | | | 2021 | 280,303 | 100,000 | 2,030,165 | — | 375,679 | — | 21,531 | 2,807,678 |

  56. 2023 SUMMARY COMPENSATION TABLE

    (1)The amounts reflected in this column for 2023 relate to RSUs and equity-based PSUs granted under the Owens Corning 2019 Stock Plan and Owens Corning 2023 Stock Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock awards made during the year. PSUs granted during 2023 are reflected in the column, including at the full fair value based on the probable outcome of the applicable performance criteria for the award on the grant date. The grant date values of the PSUs at the maximum possible payout are as follows: Mr. Chambers: $8,623,878; Mr. Fister: $1,601,447; Mr. Parks: $2,345,084; Mr. Sandri: $1,601,447; Mr. Smith: $1,601,447; and Ms. Beredo: $1,231,459. See Note 17 to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K for a discussion of the relevant assumptions made in such valuations. For further information on the 2023 awards, including the maximum potential payout based on the attainment of maximum funding, see the 2023 Grants of Plan-Based Awards Table below. (2)The amounts reflected in this column for 2023 reflect payouts under the 2023 CIP to each NEO paid in 2024. (3)The amounts reflected in this column for 2023 consist of the increase in actuarial value of each NEO’s pension benefits in 2023. The total accrued pension value is reflected in the 2023 Pension Benefits Table below. No above-market or preferential earnings on non-qualified deferred compensation are reported in this column. (4)For 2023, the amounts shown for Mr. Chambers, Mr. Parks, Mr. Sandri, and Ms. Beredo represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan. The amounts shown for Mr. Fister represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan, and an executive physical. The amount also includes reimbursement of a tax liability (and income taxes payable as a result of such reimbursement) relating to an audit of his Belgian tax return filed by Mr. Fister for the period that he served as President, Insulation. The Company reimbursed Mr. Fister for these costs because they were incurred as a result of his job responsibilities in Europe. The amounts shown for Mr. Smith represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan, an executive physical, and tax gross-ups for imputed income associated with spousal travel on the Company's corporate aircraft. The following table provides more detail behind the 2023 amounts reported in column (i) above:

  57. 2023 SUMMARY COMPENSATION TABLE

    | NAME | QUALIFIED SAVINGS PLAN COMPANY CONTRIBUTION ($) | NONQUALIFIED DEFERRED COMPENSATION PLAN COMPANY CONTRIBUTION ($) | TAX REIMBURSEMENTS ($) | PERQUISITES AND OTHER PERSONAL BENEFITS ($)(1) | TOTAL: ALL OTHER COMPENSATION ($) | | Brian D. Chambers | 26,400 | 271,561 | — | — | 297,961 | | Todd W. Fister | 26,400 | 73,429 | 80,418 | 2,450 | 182,697 | | Kenneth S. Parks | 26,400 | 39,371 | — | — | 65,771 | | Marcio A. Sandri | 26,400 | 77,551 | — | — | 103,951 | | Gunner S. Smith | 26,400 | 71,429 | 16,616 | 2,450 | 116,895 | | Gina A. Beredo | 26,400 | 40,586 | — | — | 66,986 |

  58. 2023 SUMMARY COMPENSATION TABLE

    (1)The amounts reflected in this column represent the incremental cost for perquisites and other personal benefits provided to our NEOs. In 2023, this included an executive physical for Mr. Fister and Mr. Smith.

  59. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    2023 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information regarding threshold, target and maximum award levels or full grant amounts under various compensation and incentive plans applicable to the NEOs. The narrative that follows describes such programs as reflected in the table. Actual payouts for the 2023 CIP are reflected in column (g) of the 2023 Summary Compensation Table. Funding and individual award amounts are determined as described in the narrative to these tables.

  60. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | NAME | GRANT DATE | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Brian D. Chambers | 2023 CIP (1) | — | 1,680,000 | 3,360,000 | — | | — | | — | | | 2023 RSU (2) | | | | — | | — | 28,251 | 2,799,957 | | | 2023 ROC PSU (3) | | | | — | 14,125 | 28,250 | | 1,313,201 | | | 2023 TSR PSU (3) | | | | — | 14,125 | 28,250 | | 1,685,536 | | | 2023 FCFC PSU (3) | | | | — | 14,125 | 28,250 | | 1,313,201 | | Todd W. Fister | 2023 CIP (1) | — | 482,487 | 964,974 | — | | — | | — | | | 2023 RSU (2) | | | | — | | — | 5,246 | 519,931 | | | 2023 ROC PSU (3) | | | | — | 2,623 | 5,246 | | 243,860 | | | 2023 TSR PSU (3) | | | | — | 2,623 | 5,246 | | 313,003 | | | 2023 FCFC PSU (3) | | | | — | 2,623 | 5,246 | | 243,860 | | | 2023 Appointment RSU (4) | | | | — | | — | 2,558 | 349,909 | | Kenneth S. Parks | 2023 CIP (1) | — | — | — | — | | — | | — | | | 2023 RSU (2) | | | | — | | — | 7,682 | 761,363 | | | 2023 ROC PSU (3) | | | | — | 3,841 | 7,682 | | 357,098 | | | 2023 TSR PSU (3) | | | | — | 3,841 | 7,682 | | 458,347 | | | 2023 FCFC PSU (3) | | | | — | 3,841 | 7,682 | | 357,098 | | Marcio A. Sandri | 2023 CIP (1) | — | 478,500 | 957,000 | — | | — | | — | | | 2023 RSU (2) | | | | — | | — | 5,246 | 519,931 | | | 2023 ROC PSU (3) | | | | — | 2,623 | 5,246 | | 243,860 | | | 2023 TSR PSU (3) | | | | — | 2,623 | 5,246 | | 313,003 | | | 2023 FCFC PSU (3) | | | | — | 2,623 | 5,246 | | 243,860 |

  61. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    | NAME | GRANT DATE | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | | | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Gunner S. Smith | 2023 CIP (1) | — | 472,500 | 945,000 | — | | — | | — | | | 2023 RSU (2) | | | | — | | — | 5,246 | 519,931 | | | 2023 ROC PSU (3) | | | | — | 2,623 | 5,246 | | 243,860 | | | 2023 TSR PSU (3) | | | | — | 2,623 | 5,246 | | 313,003 | | | 2023 FCFC PSU (3) | | | | — | 2,623 | 5,246 | | 243,860 | | | 2023 Retention RSU (5) | | | | — | | — | 6,780 | 999,982 | | Gina A. Beredo | 2023 CIP (1) | — | 416,250 | 832,500 | — | | — | | — | | | 2023 RSU (2) | | | | — | | — | 4,035 | 399,909 | | | 2023 ROC PSU (3) | | | | — | 2,017 | 4,034 | | 187,520 | | | 2023 TSR PSU (3) | | | | — | 2,017 | 4,034 | | 240,689 | | | 2023 FCFC PSU (3) | | | | — | 2,017 | 4,034 | | 187,520 |

  62. 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Reflects the NEO’s annual incentive opportunity under the CIP for the annual performance period commencing in 2023. Actual amounts paid out under the 2023 CIP are reflected in column (g) of the 2023 Summary Compensation Table. Funding and individual award amounts are determined as described in the narrative to these tables and the Compensation Discussion and Analysis above. The CIP provides no payout at or below threshold funding. Incentive payments are made only where plans fund above threshold. (2)Reflects the RSUs granted to each NEO on February 1, 2023, which generally vest 25% per year over four years. (3)Reflects the long-term incentive opportunity granted to the NEO under the 2019 Owens Corning Stock Plan for the performance period commencing in 2023. PSUs were granted on February 1, 2023 and will generally vest at the end of the three-year performance period depending on performance results. Funding and individual award amounts are determined as described in the narrative to these tables and the Compensation Discussion and Analysis above. ROC, TSR and FCFC PSU grants provide no payout at or below threshold performance. The value of PSUs reflected in column (j) is the fair value based on the probable outcome of the performance criteria for the award on the grant date. See Note 17 to the Consolidated Financial Statements included in our 2023 Annual Report on Form 10-K for a discussion of the relevant assumptions made in such valuations. (4)Reflects the appointment grant of RSUs awarded to Mr. Fister (three-year cliff vesting) under the 2023 Stock Plan. (5)Reflects the retention grant of RSUs awarded to Mr. Smith (three-year cliff vesting) under the 2023 Stock Plan.

  63. NARRATIVE TO 2023 SUMMARY COMPENSATION TABLE AND 2023 GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO 2023 SUMMARY COMPENSATION TABLE AND 2023 GRANTS OF PLAN-BASED AWARDS TABLE

  64. CEO PAY RATIO

    CEO PAY RATIO The SEC requires annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the CEO. The following pay ratio disclosure is the Company’s reasonable, good faith estimate based upon the permitted methodology described below, pursuant to the SEC’s guidance under Item 402(u) of Regulation S-K: We do not believe there has been a change in our employee population or in our employee compensation arrangements that would result in a significant change to our CEO pay ratio disclosure. As a result, and consistent with applicable SEC rules, we have used the same median employee for the 2023 CEO pay ratio as we did for the 2022 CEO pay ratio. The following disclosure includes the process used to identify the median employee and the assumptions used to calculate the ratio.

  65. CEO PAY RATIO

    | PROCESS | ASSUMPTIONS | 2023 TOTAL COMPENSATION | | 1.As of October 1, 2022, we employed 19,879 full and part-time active employees (excluding our CEO) at our parent company and consolidated subsidiaries (“Global Population”). 2.We excluded 661 non-U.S. employees (or 3.3% of the Global Population) from the Global Population in accordance with SEC rules*. 3.After these exclusions, our adjusted Global Population was 19,218 employees. 4.For each employee who was included in our adjusted Global Population, we determined the employee’s total cash compensation (base salary, overtime, guaranteed compensation and bonus compensation) from our payroll system for the 12-month period ended on September 30, 2022. 5.Based on each employee’s total cash compensation, we then identified the median employee from our adjusted Global Population. | 1.Each non-U.S. employee’s total cash compensation was converted from local currency to U.S. dollars using the closing spot foreign exchange rate on September 30, 2022. 2.The annual total compensation for our CEO represents the amount reported for our CEO for 2023 in the “Total” column (column (j)) of our 2023 Summary Compensation Table of this Proxy Statement. 3.The annual total compensation for our median employee represents the amount of such employee’s compensation for 2023 that would have been reported in the 2023 Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K if the employee had been a Named Executive Officer for 2023. | 1.The annual total compensation of our CEO was: $11,243,256. 2.Median of the annual total compensation of all employees (except the CEO): $66,608. 3.Based on the above information, for 2023 the ratio of the median of the annual total compensation of all employees to the annual total compensation of the CEO was approximately 1 to 169. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. |

  66. CEO PAY RATIO

    * Breakdown of our total Global Population as of October 1, 2022: USA (8,622 employees), non-U.S. (11,257 employees). Countries (number of employees) excluded were as follows: Austria (4), Belarus (5), Chile (40), Denmark (8), Estonia (7), Hong Kong (2), Japan (20), Latvia (9), Norway (9), Russia (489), Singapore (48), Slovakia (1), Switzerland (18), and United Arab Emirates (1)

  67. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The SEC requires annual disclosure of pay versus performance information that shows the relationship between executive compensation actually paid and the Company’s performance. The following pay versus performance disclosure is based upon permitted methodology, pursuant to SEC guidance under Item 402(v) of Regulation S-K.

  68. PAY VERSUS PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) | COMPENSATION ACTUALLY PAID TO PEO (1,2,3) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (1,2,3) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($MILLION) | ADJUSTED EBIT ($MILLION) (4) | | | | | | | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $11,243,256 | $31,090,475 | $2,929,921 | $5,104,932 | $242.49 | $209.03 | $1,196 | $1,805 | | 2022 | $10,979,854 | $14,107,038 | $2,946,087 | $3,808,951 | $136.88 | $145.43 | $1,241 | $1,758 | | 2021 | $9,782,143 | $12,619,790 | $2,894,244 | $3,194,386 | $142.89 | $194.73 | $995 | $1,415 | | 2020 | $7,549,789 | $12,670,545 | $2,029,479 | $2,840,007 | $118.16 | $122.63 | $(383) | $878 |

  69. PAY VERSUS PERFORMANCE

    | TABULAR LIST OF FINANCIAL METRICS USED TO LINK NEO COMPENSATION ACTUALLY PAID TO COMPANY PERFORMANCE | | | | | Consolidated Adjusted EBIT | Roofing EBIT | Insulation EBIT | Composites EBIT | | Adjusted Return on Capital | Adjusted Free Cash Flow Conversion | Relative TSR | |

  70. PAY VERSUS PERFORMANCE

    Notes to the Pay versus Performance Chart (1)The PEO in each covered year is Mr. Chambers. The Non-PEO NEOs for whom the average compensation is presented in this table are: for fiscal 2023, Messrs. Fister, Parks, Sandri, and G. Smith and Ms. Beredo; 2022, Messrs. Parks, Sandri, D. Smith, and Fister; for fiscal year 2021, Ms. Beredo, and Messrs. Parks, Sandri, and D. Smith; and for fiscal year 2020, Messrs. Gandhi, Parks, Sandri, D. Smith, and G. Smith. (2)The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and applicable SEC guidance, and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table total with certain adjustments as described in footnote 3 below. (3)Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year. Please note that, while similar adjustment information was provided in our 2023 proxy statement for 2020, 2021 and 2022, under applicable SEC guidance, repeating such adjustment information is not required in this proxy statement because it is not material to our stockholders' understanding of the information reported in the PVP table for 2023 or the relationship disclosures provided below. (4)Reconciliation and further information for Adjusted EBIT can be found on page 31 of our 2023 Form 10-K filed with the SEC on February 14, 2024. For 2023, this number was adjusted to remove the impact of acquisitions.

  71. PAY VERSUS PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO | EXCLUSION OF CHANGE IN PENSION VALUE | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS | INCLUSION OF PENSION SERVICE COST | INCLUSION OF EQUITY VALUES | COMPENSATION ACTUALLY PAID TO PEO | | 2023 | $11,243,256 | $— | $(7,111,895) | $— | $26,959,114 | $31,090,475 |

  72. PAY VERSUS PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NEOs | EXCLUSION OF CHANGE IN PENSION VALUE | EXCLUSION OF STOCK AWARDS AND OPTION AWARDS | INCLUSION OF PENSION SERVICE COST | INCLUSION OF EQUITY VALUES | COMPENSATION ACTUALLY PAID TO NON-PEO NEOs | | 2023 | $2,929,921 | $(1,000) | $(1,652,279) | $— | $3,828,290 | $5,104,932 |

  73. PAY VERSUS PERFORMANCE

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  74. PAY VERSUS PERFORMANCE

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR PEO | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY FOR PEO | VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR THAT VESTED DURING YEAR FOR PEO | CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR PEO | FAIR VALUE AT LAST DAY OF PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR PEO | VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE INCLUDED FOR PEO | TOTAL - INCLUSION OF EQUITY VALUES FOR PEO | | 2023 | $12,642,309 | $7,903,590 | $— | $6,413,215 | $— | $— | $26,959,114 |

  75. PAY VERSUS PERFORMANCE

    | YEAR | AVERAGE YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTS DURING YEAR THAT REMAINED UNVESTED AS OF LAST DAY OF YEAR FOR NON-PEO NEOs | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO LAST DAY OF YEAR OF UNVESTED EQUITY FOR NON-PEO NEOs | AVERAGE VESTING-DATE FAIR VALUE OF EQUITY AWARDS GRANTED DURING THE YEAR THAT VESTED DURING THE YEAR FOR NON-PEO NEOs | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOs | AVERAGE FAIR VALUE AT LAST DAY OR PRIOR YEAR OF EQUITY AWARDS FORFEITED DURING YEAR FOR NON-PEO NEOs | AVERAGE VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE INCLUDED FOR NON-PEO NEOs | TOTAL - AVERAGE INCLUSION OF EQUITY VALUES FOR NON-PEO NEOs | | 2023 | $2,046,764 | $1,401,963 | $— | $1,201,430 | $(821,867) | $— | $3,828,290 |

  76. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards for each NEO that were outstanding at the end of 2023.

  77. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | | OPTION AWARDS | | | | STOCK AWARDS | | | | | NAME | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | (a) | (b) | (c) | (d) | (e)(1) | (f)(2) | (g)(3) | (h)(4) | (i)(3) | | Brian D. Chambers | | — | | | 64,167 | 9,511,474 | 150,989 | 22,381,099 | | | 9,100 | — | 37.65 | 2/5/2024 | | — | | — | | Todd W. Fister | | — | | | 15,191 | 2,251,762 | 27,557 | 4,084,774 | | | | — | | | | — | | — | | Kenneth S. Parks | | — | | | — | — | — | — | | | | — | | | | — | | — | | Marcio A. Sandri | | — | | | 12,408 | 1,839,238 | 28,871 | 4,279,548 | | | | — | | | | — | | — | | Gunner S. Smith | | — | | | 19,513 | 2,892,412 | 27,557 | 4,084,774 | | | | — | | | | — | | — | | Gina A. Beredo | | — | | | 21,660 | 3,210,662 | 30,962 | 4,589,497 | | | | — | | | | — | | — |

  78. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    (1)Vested options expire on the tenth anniversary of the grant date. (2)RSUs granted on February 5, 2020, February 3, 2021, February 2, 2022, and February 1, 2023 generally vest 25% per year over four years. The share amounts include the appointment grant for Mr. Fister on September 15, 2023, and retention grant for Mr. Smith on December 20, 2023. Unless otherwise noted all appointment and retention grants have three-year cliff vesting. (3)Market value reflects the closing price of the Company’s common stock as of the last trading day of 2023 of $148.23. (4)Reflects unvested stock-settled PSUs under the long-term incentive plan; 2022 and 2023 ROC and 2022 FCFC are included at maximum funding due to current performance expectations above target funding. 2023 FCFC is shown at target due to current performance expectations falling between threshold and target funding. TSR is shown at maximum for 2022 and 2023 due to funding levels at maximum as of December 31, 2023. Amounts for Ms. Beredo also include unvested 2021 PSUs with actual funding applied; 2021 ROC and TSR are included at maximum funding and FCFC at 156% funding. Ms. Beredo’s 2021 PSUs will distribute in June 2024, upon satisfaction of the time-based vesting requirement.

  79. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    2023 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth the required information on NEO stock awards that vested and stock options that were exercised during 2023.

  80. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) (1) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (2) | | Brian D. Chambers | | | 104,505 | 14,015,310 | | Todd W. Fister | | | 18,640 | 2,508,249 | | Kenneth S. Parks | | | 43,878 | 6,092,126 | | Marcio A. Sandri (3) | 8,000 | 498,800 | 19,577 | 2,668,444 | | Gunner S. Smith | 3,400 | 245,993 | 18,900 | 2,534,465 | | Gina A. Beredo | | | 984 | 101,322 |

  81. 2023 OPTION EXERCISES AND STOCK VESTED TABLE

    (1)Represents the pre-tax value realized on options that were exercised during the fiscal year, computed by multiplying the number of shares acquired upon exercise by the difference between the option’s strike price and the fair market value of Owens Corning common stock at the time of exercise. (2)Represents the pre-tax value realized on stock awards that vested during the fiscal year, computed by multiplying the number of shares acquired upon vesting by the closing market price of Owens Corning common stock on the vesting date. (3)Mr. Sandri elected to defer 1,408 shares from the stock awards that vested during the fiscal year. He elected to receive these shares as a lump sum following termination, subject to the requirements of 409A of the Internal Revenue Code.

  82. 2023 PENSION BENEFITS TABLE

    2023 PENSION BENEFITS TABLE The following table sets forth the required information regarding pension benefits, as applicable, for the NEOs for 2023.

  83. 2023 PENSION BENEFITS TABLE

    | NAME | PLAN NAME | NUMBER OF YEARS CREDITED SERVICE (#) | PRESENT VALUE OF ACCUMULATED BENEFIT ($) (1) | PAYMENTS DURING LAST FISCAL YEAR ($) | | Brian D. Chambers | Qualified Plan (2) | — | — | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | — | — | | Todd W. Fister | Qualified Plan (2) | — | — | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | — | — | | Kenneth S. Parks | Qualified Plan (2) | — | — | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | — | — | | Marcio A. Sandri | Qualified Plan (2) | 9.42 | 23,000 | — | | | Top-Hat Plan (3) | 9.42 | 6,000 | — | | | Total | — | 29,000 | — | | Gunner S. Smith | Qualified Plan (2) | 1.08 | 10,000 | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | 10,000 | — | | Gina A. Beredo | Qualified Plan (2) | — | — | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | — | — |

  84. 2023 PENSION BENEFITS TABLE

    (1)These values are calculated in accordance with requirements of the Accounting Standards Codification No. 715. (2)Refers to benefits under the Company’s Cash Balance Pension Plan. (3)Refers to benefits under the Company’s non-qualified Supplemental Plan. The Company maintains a tax-qualified noncontributory defined benefit cash balance pension plan (the “Cash Balance Plan”) covering certain salaried and hourly employees in the United States, including certain NEOs. Under the Cash Balance Plan, for each year prior to January 1, 2010, eligible employees generally earned a benefit of 4% of such employee’s covered pay. This was referred to under the Cash Balance Plan as a “Pay Credit.” Covered pay was defined generally as base pay and certain annual incentive compensation amounts payable during the year. Effective January 1, 2010, the Cash Balance Plan was amended to eliminate Pay Credit accruals and was closed to new participation. Accrued benefits continue to earn monthly interest based on the average interest rate for five-year United States treasury securities. Employees with an accrued benefit under the Cash Balance Plan vest in that benefit once they have completed three years of service. Vested employees may receive their benefit under the Cash Balance Plan as a lump sum or as a monthly payment when they leave the Company. Each participating NEO would have been entitled to payment of their vested accrued benefit under the tax-qualified plan in the event of a termination occurring on December 31, 2023, valued as a lump-sum payable as of that date as follows: Mr. Sandri, $23,821, and Mr. Smith, $10,263. Mr. Chambers, Mr. Parks, Mr. Fister, and Ms. Beredo do not participate in the Cash Balance Plan. In addition to the tax-qualified pension plan, the Company maintains supplemental pension benefits, including the Executive Supplemental Plan that pays eligible employees leaving the Company the difference between the benefits payable under the Company’s tax-qualified pension plan and those benefits that would have been payable except for limitations imposed by the Internal Revenue Code. The Executive Supplemental Plan was amended to eliminate future accruals and was closed to new participation effective January 1, 2010. Some NEOs participate in both the tax-qualified pension plan and the Executive Supplemental Plan. Mr. Sandri is the only NEO eligible to participate in the Executive Supplemental Plan. Mr. Sandri would have been entitled to payment of his vested accrued benefit under the Executive Supplemental Plan in the event of a termination occurring on December 31, 2023, valued as a lump-sum payable as of that date as follows: Mr. Sandri, $6,038. Mr. Chambers, Mr. Fister, Mr. Parks, Mr. Smith, and Ms. Beredo do not participate in the Executive Supplemental Plan.

  85. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The Company has established an unfunded Deferred Compensation Plan under which eligible employees, including the NEOs, are permitted to defer some or all of their cash incentive compensation and up to 100% of their base salary. NEOs may defer compensation until their separation from the Company or may designate a set deferral period. They may elect to take their distribution as a lump sum, or installments. In 2023, the Company provided Company contributions to the accounts of eligible employees, including several of the NEOs, to restore Company contributions and matching contributions that were limited in the 401(k) Plan by the IRS. These contributions are deferred until separation, and NEOs may elect to defer payments for an additional period after separation. They may elect to take their distribution as a lump sum, or installments. NEOs may choose among mutual funds offered in the 401(k) Plan, as well as Company stock, for hypothetical investment of their account. Deferred amounts are credited with earnings or losses based on the rate of return of specified mutual funds and/or the value of Company stock. This plan is unfunded and unsecured, and all investments are hypothetical. In addition, under the 2023 Stock Plan, eligible employees, including the NEOs, are permitted to defer some or all of their stock-based compensation beyond vesting. NEOs may defer RSUs and PSUs until their separation from the Company, or may designate a set deferral period. They may elect to take their distribution as a lump sum, or installments. Deferred RSUs and PSUs are not matched by the Company and are settled in shares of Company stock.

  86. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

  87. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | NAME | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) | REGISTRANT CONTRIBUTIONS IN LAST FISCAL YEAR ($)(1) | AGGREGATE EARNINGS IN LAST FISCAL YEAR ($)(2) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT LAST FISCAL YEAR END ($)(3) | | Brian D. Chambers (4) | 195,500 | 271,561 | 129,806 | (10,000) | 1,739,367 | | Todd W. Fister (5) | 196,363 | 73,429 | 215,750 | — | 1,316,438 | | Kenneth S. Parks | — | 39,371 | 6,726 | — | 67,967 | | Marcio A. Sandri (6) | 195,017 | 77,551 | 1,907,936 | — | 5,192,376 | | Gunner S. Smith (7) | 49,927 | 71,429 | 62,278 | — | 425,285 | | Gina A. Beredo (8) | 49,201 | 40,586 | 25,246 | — | 138,803 |

  88. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    (1)This amount reflects the unfunded Company contribution to each account, to restore 401(k) Plan Company contributions and matching contributions that are limited by the IRS; this amount is included in “All Other Compensation” in the 2023 Summary Compensation Table. (2)The amounts do not reflect above-market or preferential earnings and are therefore not reported in the 2023 Summary Compensation Table. (3)The aggregate balance includes the following amounts that were reported in Summary Compensation Tables for each NEO in previous years: Mr. Chambers: $1,142,312; Mr. Fister: $144,762; Mr. Parks: $25,177; Mr. Sandri: $2,111,288; Mr. Smith: $19,117; and Ms. Beredo: $5,000. The aggregate earnings in the last fiscal year and aggregate balance at year end now include deferrals of stock-based compensation, including stock-based deferrals made prior to becoming an NEO. (4)The amount in the first column reflects the deferral of a portion of Mr. Chambers’ 2023 base salary, which is reflected as “Salary” in the 2023 Summary Compensation Table. (5)The amount in the first column reflects the deferral of a portion of Mr. Fister’s 2023 base salary ($30,425), which is reflected as “Salary” in the 2023 Summary Compensation Table and 2022 CIP paid in 2023 ($165,938), which is reflected in “Non-Equity Incentive Plan Compensation” in the 2022 Summary Compensation Table. (6)The amount in the first column reflects the deferral of a portion of Mr. Sandri’s 2023 base salary ($54,728), which is reflected as “Salary” in the 2023 Summary Compensation Table and the deferral of a portion of RSUs that vested in 2023 ($140,289), which are reflected in the 2023 Option Exercises and Stock Vested Table. (7)The amount in the first column reflects the deferral of a portion of Mr. Smith’s 2023 base salary ($41,796), which is reflected as “Salary” in the 2023 Summary Compensation Table and 2022 CIP paid in 2023 ($8,131), which is reflected in “Non-Equity Incentive Plan Compensation” in the 2022 Summary Compensation Table. (8)The amount in the first column reflects the deferral of a portion of Ms. Beredo’s 2023 base salary ($42,083), which is reflected as “Salary” in the 2023 Summary Compensation Table and 2022 CIP paid in 2023 ($7,118), which is reflected in “Non-Equity Incentive Plan Compensation” in the 2022 Summary Compensation Table.

  89. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The Company has entered into certain agreements and maintains certain plans under which the Company would provide compensation to NEOs in the event of a termination of employment or a change-in-control of the Company. The payment and benefit levels disclosed in the table below are determined under the various triggering events pursuant to these agreements that both define what constitutes the triggering event and provides those payments that would be due upon the occurrence of such events. Severance agreements have been executed with and are in effect for Messrs. Chambers, Fister, Parks, Sandri, and Smith, and Ms. Beredo that provide, under certain termination scenarios as reflected in the table below, for the payment of an amount equal to two times base salary and annual incentive compensation amounts plus continuation of health insurance coverage for a maximum period of one year. The severance agreements provide for payments upon a change-in-control only if the individual is also terminated for reasons other than cause in connection with the change-in-control. Payments under the severance agreements are made in cash and are paid in the same manner as the regular payroll payments over a 24-month period. Health care coverage provided under the severance agreements is provided in-kind. The CIP and the PSU awards each contain provisions that require continued employment during the performance period in order to be eligible to receive a payout under the plans, absent a change-in-control. However, for death or disability which occurs during the performance period, the NEO may receive an award for that performance period; and in the case of a qualified retirement which occurs within the performance period the NEO may receive a pro-rated award for that performance period. CIP payments are made in one-time, lump-sum payments of cash following the performance period. The Stock Plan provides, under certain circumstances as described above, for acceleration of vesting of restricted stock, RSUs, PSUs and option awards. Accelerated vesting of outstanding restricted stock, RSUs, PSUs and option awards may only occur upon death, disability, or a change-in-control. In the case of a qualified retirement, certain RSU shares will continue to vest as if the NEO were still employed. In addition, prior stock option grants provide for two years to exercise the award, but no later than original expiration, in the event of retirement. The NEOs are entitled, upon or following their termination, to their accrued benefits under the Executive Supplemental Plan and their company contributions to the Deferred Compensation plan, according to their disbursement election. NEOs would also be entitled to the normal vested pension benefits and other vested benefits which are generally available to all salaried employees who terminate employment with the Company under various circumstances. Upon the occurrence of any triggering event, the payment and benefit levels would be determined under the terms of the agreement. The specific definitions of the triggering events are set forth in detail in the agreements which have been filed as exhibits to prior disclosures. In addition, severance payments are paid contingent upon confidentiality, a mutual release, and an agreement not to compete. Each of the retirement payments of vested accrued benefits or deferred compensation payments that would have occurred upon a termination event described herein are set forth in the narrative to the 2023 Pension Benefits Table and 2023 Non-Qualified Deferred Compensation Table above.

  90. PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

    PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE (Assumes termination or change-in-control as of December 29, 2023) ($ in thousands)

  91. PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

    | EVENT AND AMOUNTS | BRIAN D. CHAMBERS | TODD W. FISTER | MARCIO A. SANDRI | GUNNER S. SMITH | GINA A. BEREDO | | Voluntary Termination | | | | | | | No other payments due | — | — | — | — | — | | Retirement | | | | | | | No other payments due | — | — | — | — | — | | Involuntary Termination for Cause | | | | | | | No other payments due | — | — | — | — | — | | Involuntary Not-For-Cause Termination | | | | | | | CIP | 3,360 | 1,013 | 957 | 945 | 833 | | Restricted Stock Awards (1) | — | — | — | — | — | | Performance Share Units (2) | — | — | — | — | — | | Cash Severance | 5,760 | 2,363 | 2,233 | 2,205 | 1,943 | | Health Care Continuation (3) | 15 | 22 | 21 | 22 | 21 | | Outplacement Services (3) | 18 | 18 | 18 | 18 | 18 | | Termination Upon a Change-in-Control | | | | | | | CIP | 3,360 | 1,013 | 957 | 945 | 833 | | Restricted Stock Awards (1) | 9,511 | 2,252 | 1,839 | 2,892 | 3,211 | | Performance Share Units (2) | 24,475 | 4,474 | 4,668 | 4,474 | 4,995 | | Cash Severance | 5,760 | 2,363 | 2,233 | 2,205 | 1,943 | | Health Care Continuation (3) | 15 | 22 | 21 | 22 | 21 | | Outplacement Services (3) | 18 | 18 | 18 | 18 | 18 | | Change-in-Control with No Termination | | | | | | | Restricted Stock Awards (1) | 9,511 | 2,252 | 1,839 | 2,892 | 3,211 | | Performance Share Units (2) | 24,475 | 4,474 | 4,668 | 4,474 | 4,995 | | Pre-Retirement Death | | | | | | | CIP | 3,360 | 1,013 | 957 | 945 | 833 | | Restricted Stock Awards (1) | 9,511 | 2,252 | 1,839 | 2,892 | 3,211 |

  92. PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL TABLE

    (1)For restricted stock unit awards, vesting is generally incremental over a four-year period and any unvested portion is forfeited upon termination for reasons other than death, disability, or qualified retirements. For the 2020, 2021, and 2022 RSU grants, as of December 29, 2023, Mr. Chambers, and Mr. Sandri are eligible for continued vesting upon a qualified retirement. Vesting on stock awards and appointment/retention awards is otherwise only accelerated in the case of death, disability, or change-in-control. The amounts reflected in the table are calculated based on the closing stock price as of December 29, 2023 of $148.23. (2)Performance share unit awards are not forfeited upon death or disability, but would vest in full as of the date of death or disability and payout would be determined consistent with performance only at the end of the performance period. The value of awards at the end of the performance period is uncertain and would reflect the performance against the established performance targets. For involuntary termination, voluntary termination, or for termination for cause occurring before vesting, these awards would be forfeited. For the 2022 and 2023 PSU grants as of December 31, 2023, Mr. Chambers, and Mr. Sandri are eligible for pro-rata vesting upon a qualified retirement. Payout of performance share unit awards is otherwise only accelerated in the case of a change-in-control. For this table it is assumed that PSUs would pay out at maximum for a change-in-control, and disclosure is calculated based on the closing stock price as of December 29 2023. (3)Where eligible for such benefits, the amount includes both health care continuation coverage and/or outplacement services. The value of health care continuation is based on the Company’s net plan cost and the coverage category in which the executive is enrolled; this value assumes that the executive continues to pay the employee portion of the premium. The value of outplacement services assumes the maximum services available under the severance agreement. As a practical matter, the actual value of such services is typically substantially less than the maximum.

  93. 2023 NON-MANAGEMENT DIRECTOR COMPENSATION

    2023 NON-MANAGEMENT DIRECTOR COMPENSATION The following table sets forth the compensation for 2023 of the non-management members of the Board. Employee directors do not receive additional compensation for such service. The narrative that follows the table describes the compensation programs applicable to the non-management directors during 2023.

  94. 2023 NON-MANAGEMENT DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Eduardo E. Cordeiro | 110,000 | 165,000 | 275,000 | | Adrienne D. Elsner | 104,000 | 156,000 | 260,000 | | Alfred E. Festa | — | 260,000 | 260,000 | | Edward F. Lonergan | — | 280,000 | 280,000 | | Maryann T. Mannen | 114,000 | 171,000 | 285,000 | | Paul E. Martin | 104,000 | 156,000 | 260,000 | | W. Howard Morris | 104,000 | 156,000 | 260,000 | | Suzanne P. Nimocks | 124,000 | 186,000 | 310,000 | | John D. Williams | 104,000 | 156,000 | 260,000 |

  95. 2023 NON-MANAGEMENT DIRECTOR COMPENSATION

    (1)Includes the cash amount of the annual retainers for service on the Board and in certain Board leadership positions for 2023. (2)The amounts shown in this column relate to stock granted as the equity component of the directors’ retainers under the Stock Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock granted during 2023.

  96. NON-EMPLOYEE DIRECTOR COMPENSATION

    NON-EMPLOYEE DIRECTOR COMPENSATION We have designed our Non-Employee Director Compensation program to: (1) align directors’ interests with the long-term interests of our stockholders; (2) attract and retain outstanding director candidates with diverse backgrounds and experiences; and (3) recognize the substantial time commitment required to serve as a Company director. At least every two years, the Compensation Committee reviews the Company’s Non-Employee Director Compensation program to determine whether it remains consistent with these objectives as well as market median positioning. When making its recommendations, the Compensation Committee considers director compensation levels at the same group of companies used to benchmark the NEOs’ compensation, and takes advice from and reviews data compiled by its independent compensation consultant, Meridian Compensation Partners, LLC. See “Competitive Positioning” on page 34. At its September 2023 Committee meeting, the Committee approved an increase of the annual Board retainer to $280,000, effective January 1, 2024, an increase of $20,000 from 2023. During 2023, the Company compensated each non-management director pursuant to a standard annual retainer arrangement that does not involve the payment of meeting fees. This arrangement provides for an annual retainer and annual chair retainer as recommended by the Compensation Committee. Each non-management director received an annual Board retainer of $260,000. Each of the Chairs of the Governance and Nominating Committee and the Finance Committee received an additional annual retainer of $15,000. The Chair of the Compensation Committee received an additional annual retainer of $20,000. The Chair of the Audit Committee received an additional annual retainer of $25,000, and the Lead Independent Director received an additional annual retainer in the amount of $35,000. All retainers were paid in a combination of stock and cash based on the director’s election (subject to a minimum 60% stock requirement). Stock compensation for annual retainers may be deferred beyond the distribution date pursuant to a written election executed prior to the start of the year. The annual retainers are otherwise paid on a quarterly basis. Non-management directors receive no perquisites. Our stock ownership guidelines currently provide that each non-management director must own stock with a value of five times the maximum cash retainer. As of the date of this Proxy Statement, all non-management directors hold stock in excess of the ownership guidelines. The Company maintains a Deferred Compensation Plan under which non-management directors have been permitted to defer some or all of their cash compensation. Such deferred cash compensation will be credited to an individual account and will accrue gains or losses under notional investment funds available under the plan and as selected by the director (the available fund options include a fund indexed to Company common stock). The Company does not match or make any additional deferred compensation contributions for directors.

  97. •Election of Ten Director Nominees

    •Election of Ten Director Nominees Your proxy will vote for each of the ten nominees unless you specifically vote against any of the nominees or abstain from voting with respect to a director’s election. Director nominees are elected to the Board at the Annual Meeting by a majority of votes cast. Pursuant to our Bylaws, majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. “Votes cast” shall include votes against a director and shall exclude abstentions and broker non-votes with respect to a director’s election. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board of Directors. We do not know of any nominee for the Board of Directors who would be unable to serve if elected.