DEF 14A of Owens Corning, Mar 13, 2026

DEF 14A of Owens Corning

Filed Mar 13, 2026 · FY20250001370946-26-000107

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Currently, the Board of Directors (the “Board”) of the Company consists of ten directors whose terms expire at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Our Board has nominated nine of the current directors for re-election at the Annual Meeting. One of our current directors, Maryann T. Mannen, advised the Board she will not stand for re-election at the Annual Meeting and, therefore, her term will end at the Annual Meeting. We thank Ms. Mannen for her years of dedicated service and wish her continued success in the future.

  3. DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE

    DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE Our director nominees are selected on the basis of, among other things, understanding the Company’s business environment, willingness to devote adequate time and efforts to Board responsibilities, ability to make independent analytical inquiries, and professional and personal diversity of, among other things, experience, knowledge, skills, and expertise. Nominees for director should demonstrate mature judgment, acumen, character, and integrity. The Board believes that each of the current directors and nominees for director exhibit these characteristics. Our director nominees have experience in various roles, and they include current and former Chief Executive Officers, Chief Financial Officers, consultants, and other executives. Many possess experience as directors, having served on the boards and board committees of public or private companies. The director nominees have experience in a variety of industries, including manufacturing, financial, information technology, professional services, cybersecurity, and others. Furthermore, the nominees collectively possess a broad array of skills that the Board has deemed relevant to the Company’s strategy. In addition, we believe that a range of director tenures allows the Company to benefit from a balance of fresh perspectives and deep experience, longstanding Company knowledge and valuable insight. Therefore, we aim to maintain an appropriate balance of tenure among our directors. The average tenure of our independent director nominees will be 8.4 years as of the date of the Annual Meeting.

  4. BOARD OF DIRECTORS SKILLS MATRIX

    BOARD OF DIRECTORS SKILLS MATRIX Our director nominees’ skills, core competencies and attributes complement each other and facilitate their effective oversight of the Company’s business and strategic objectives. The Board of Directors Skills Matrix (“Skills Matrix”) below identifies the principal skills that the Governance and Nominating Committee and the Board considered in determining that these individuals are qualified to serve as directors of the Company. The Skills Matrix is intended to depict notable areas of expertise for each director; a director may possess a qualification or skill even if it is not marked. Directors have developed competencies in these skills through education, direct experience and oversight responsibilities. The information presented below is based on voluntary self-identification responses from each director. While the Skills Matrix is useful for determining the collective skills of the Board as a whole, it is not a comparative measure of the value of directors; a director with more focused experience could nonetheless contribute broadly and effectively. The biographies of our directors include more information about our directors’ relevant skills, experience and qualifications.

  5. BOARD OF DIRECTORS SKILLS MATRIX

    | | Brian Chambers* | Michelle Collins | Eduardo Cordeiro | Adrienne Elsner* | Alfred Festa* | Edward Lonergan* | Paul Martin | Suzanne Nimocks | John Williams* | | Public Company Management | ● | | ● | ● | ● | ● | | | ● | | Strategy / Corporate Development | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Business Transformation Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial | ● | ● | ● | ● | ● | ● | | ● | ● | | Technology / Cybersecurity | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Research & Development / Product Innovation | ● | | ● | ● | ● | ● | | ● | ● | | Global Business | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Manufacturing / Operations | ● | | ● | ● | ● | ● | | | ● | | Marketing / Sales | ● | | ● | ● | ● | ● | | | ● | | Sustainability Management | ● | | ● | ● | ● | ● | ● | ● | ● | | Public Policy / Regulatory | ● | ● | | ● | ● | ● | | | ● | | Human Capital Management | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  6. BOARD OF DIRECTORS SKILLS MATRIX

    * Current or previous experience as a Chief Executive Officer. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH DIRECTOR NOMINEE NAMED IN PROPOSAL 1.

  7. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

  8. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | BRIAN D. CHAMBERS Board Chair & Director Age: 59 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. His experience serving on a publicly traded company board provides him with additional global business perspective and further deepens his leadership and strategic skills. Mr. Chambers also serves on the board of directors for the National Association of Manufacturers 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. He served as a member of the Business Roundtable until December 2025. 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 have 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. |

  9. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | MICHELLE T. COLLINS Director Age: 64 Director since: 2024 Committee Membership(s): •Audit •Finance Other Public Boards: •Deluxe Corporation (NYSE: DLX) •Albemarle Corporation (NYSE: ALB) | Career Highlights Ms. Collins served as an audit partner at Deloitte & Touche LLP, a major global accounting firm, from 1996 until her retirement in 2024. She also served as the National Automotive Sector Leader at Deloitte. From 2017 until 2023, Ms. Collins served on Deloitte’s U.S. Board of Directors, where she served as Vice Chair of the Board and chaired the Finance and Audit Committee and the Governance Committee. Ms. Collins has served on the Board of Directors of Deluxe Corporation, a leading financial services technology company, since August 2025, and is a member of its Audit and Finance Committee and Compensation and Talent Committee. She has served on the Board of Directors of Albemarle Corporation, a global specialty chemicals company, since February 2026, and is a member of its Audit and Finance Committee and Governance and Public Policy Committee. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Collins brings a wealth of leadership experience to the Board, honed over 40 years of distinguished service in audit and advisory roles at Deloitte. During her tenure, she served as the lead engagement partner and lead audit partner for major global companies in the automotive, manufacturing, and consumer industries. In her former role as an audit partner, Ms. Collins provided invaluable guidance to board audit committees on critical issues, such as financial accounting and reporting, business disruption and transformation, mergers and acquisitions, technology advancement, enterprise risk management, and compliance with audit reporting rules and regulations. Her exemplary track record in strategic financial and risk management oversight, coupled with her commitment to regulatory compliance, is crucial as the Company executes on its growth strategy and enterprise transformation. Ms. Collins' deep financial expertise and robust knowledge of accounting systems and controls enable her to provide the Board and management with rigorous oversight of the Company’s financial operations. Through Ms. Collins’ numerous leadership positions at Deloitte, she led businesses and she was instrumental in developing and implementing strategic communication plans, supported the digitization and automation of the audit process and created services related to finance transformation. As the Company focuses on sustaining strong financial performance and accelerating the use of advanced digital tools and analytics to enhance efficiency, support customer growth and engagement, and strengthen market leadership, Ms. Collins’ extensive experience and strategic insights will be invaluable in creating value for customers and stockholders. Ms. Collins’ extensive knowledge of accounting and experience as a Certified Public Accountant and senior audit partner at Deloitte led to her designation as an “audit committee financial expert.” |

  10. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | EDUARDO E. CORDEIRO Director Age: 58 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 where he served as Audit Committee chair from 2014 to 2025 and will begin serving as Lead Director in 2026. He has served on the Board of Directors for Indicor, LLC, a privately held global, diversified industrial solutions company, since 2023. 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 strategic priority to extend product offerings in existing businesses. Mr. Cordeiro’s extensive financial expertise and significant knowledge of capital markets, accounting systems, and controls, gained during his 20-year career at Cabot, including his role as Chief Financial Officer, enable him to provide the Board with a meaningful perspective on the Company’s growth strategy and capital deployment. His experience is particularly valuable as the Company continues a disciplined capital allocation approach focused on products and applications where it can build market-leading positions. 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. |

  11. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | ADRIENNE D. ELSNER Director Age: 63 Director since: 2018 Committee Membership(s): •Audit •Finance Other Public Boards: •None | Career Highlights Ms. Elsner served as Chief Executive Officer of Benson Hill, Inc., an agricultural technology company, from October 2023 to March 2025, and Interim Chief Executive Officer from June 2023 to October 2023. Ms. Elsner served on the Board of Directors of Benson Hill, Inc. from May 2019 to May 2025. 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 Directors of the Ad Council. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Elsner’s previous experience as the Chief Executive Officer of each of Benson Hill and 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, product innovation in domestic and international markets, and branding. This breadth of experience, as well as her unique appreciation of customers, enables her to provide the Board with a valuable perspective as the Company focuses on products and applications where it can strengthen market-leading positions and drive long-term value creation through its iconic brand. Ms. Elsner’s broad financial and operating experience as a Chief Executive Officer of public companies and leading sizable domestic and international business units of large public companies provides valuable insight for the Company’s global operations. 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.” |

  12. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | ALFRED E. FESTA Director Age: 66 Director since: 2020 Committee Membership(s): •Compensation (Chair) •Governance and Nominating •Executive Other Public Boards: •NVR, Inc. (NYSE: NVR) | Career Highlights Mr. Festa served as an Operating Advisor at Clayton, Dubilier & Rice, a global private equity firm with a broad portfolio, from 2020 to 2024. He 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, Mr. Festa 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 former 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 the Company’s strategic priorities to leverage its enterprise scale and capabilities, as well as extend its product offerings in existing businesses. 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. |

  13. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | EDWARD F. LONERGAN Lead Independent Director Age: 66 Director since: 2013 Committee Membership(s): •Governance and Nominating (Chair) •Executive Other Public Boards: •None | Career Highlights Mr. Lonergan served as Executive Chairman of Zep Inc., an international provider of maintenance and cleaning solutions to the commercial, industrial, institutional, and consumer markets, from 2015 to June 2025. 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 served on the Board of Directors of NMC portfolio company Summit Wash Holdings since 2022. He has also served on the Board of Directors of Bar Keepers Friend, Inc., a trusted brand of highly effective household cleaning products, since August 2025. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board As the former Executive Chairman of Zep, Inc. and 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. His extensive, executive-level financial and strategic experience with several publicly traded companies provides valuable insights for the Board, which is essential to the Company’s growth strategy, and empowers effective leadership in his capacity as Lead Independent Director. As the Company looks to leverage its enterprise scale for future growth and extend its product offerings in existing businesses that utilize 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. |

  14. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | PAUL E. MARTIN Director Age: 68 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 Compensation and Human Resources Committee, 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 commitment to accelerate the use of advanced digital tools and analytics to enhance efficiency, support customer growth and engagement, and strengthen market leadership. He also provides valuable insight to the Audit Committee and the Board on information systems, and he strengthens the Board’s oversight of 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. |

  15. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | SUZANNE P. NIMOCKS Director Age: 67 Director since: 2012 Committee Membership(s): •Compensation •Governance and Nominating Other Public Boards: •Brookfield Infrastructure Partners (NYSE: BIP) •Rockpoint Gas Storage, Inc. (TSX: RGSI) | Career Highlights Ms. Nimocks was a Senior Partner with McKinsey & Company, a global management consulting firm, from June 1999 to July 2010, and was with the firm in various capacities since 1989, including as a leader of the firm’s Global Organization, Risk Management, and Oil and Gas Electric Power and Renewables practices. Ms. Nimocks served on several of the firm’s worldwide personnel committees and formerly served as the Houston Office Managing Partner. Ms. Nimocks has a variety of board leadership experience across industries and geographies. 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 center sectors. She serves on the Board of Directors of Rockpoint Gas Storage Inc., a publicly traded operator of natural gas storage facilities in North America, since October 2025. Ms. Nimocks also currently serves on the Global Advisory Board for Advancing With Excellence and is a Trustee for Texas Children’s Hospital. She served on the Board of Directors of Ovintiv, Inc., a leading North American hydrocarbon exploration and production company, from 2010 to May 2025, where she chaired the Corporate Responsibility and Governance Committee and the Human Resources and Compensation Committee, and was a member of the Audit Committee. Beginning in 2010 and until 2021, Ms. Nimocks served as a director and chaired the Compensation Committee at Valaris plc, an offshore 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 prioritizes extending its product offerings in existing businesses that utilize the Company’s unique commercial, operational, and innovation capabilities. She is also skilled in identifying, managing, and mitigating corporate risks and driving value creation through the deployment and scaling of leading technology. 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 projects. She counsels the Board in its oversight of the Company’s sustainability and circular economy initiatives. Her service and leadership positions on other public company boards and experience as the Company’s former Lead Independent Director strengthens the Company’s governance principles and provides a unique perspective to its strategic initiatives and sustainability growth strategies. |

  16. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

    | JOHN D. WILLIAMS Director Age: 71 Director since: 2011 Committee Membership(s): •Compensation •Finance 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, and the Non-Executive Chairman from June 2023 until March 2026. Mr. Williams continues to serve as an advisor for Domtar’s leadership. 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. 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 improve its operating efficiencies and cost position. 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 strategic priorities of strengthening its market leading positions and extending its product offerings in existing businesses. |

  17. Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders

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

  18. GOVERNANCE INFORMATION

    GOVERNANCE INFORMATION

  19. CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

    CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

  20. CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

    | Board Structure | | | •90% of the current directors are independent •100% independent Audit, Compensation, Finance, and Governance and Nominating Committees •Lead Independent Director with robust and defined responsibilities •Board access to senior management and independent advisors •Executive sessions of independent directors at every regular Board and Committee meeting | 90% of the current directors are INDEPENDENT |

  21. CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

    | Board Composition and Refreshment | | | •Annual Board and Committee self-evaluation process (through written assessments and interviews with the Lead Independent Director) •Overboarding policy for directors to limit membership on publicly traded company boards (including service on the Company’s Board, subject to Board review) •Employee Directors: No more than two publicly traded company boards •Non-Employee Directors: No more than four publicly traded company boards •Audit Committee members: No more than two other publicly traded company audit committees •Mandatory director retirement age of 73 | Active Board REFRESHMENT |

  22. CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

    | Stockholder Rights and Engagement | | | •All members of the Board are elected annually •Annual advisory vote on named executive officer compensation •Majority vote standard in uncontested director elections with mandatory resignation requirement •Robust stockholder outreach program •No stockholder rights plan | Robust stockholder OUTREACH PROGRAM |

  23. CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

    | Policies and Practices | | | •Clawback, insider trading and anti-hedging, and anti-pledging policies •Robust stock ownership guidelines: •Directors: 5x maximum annual cash retainer •CEO: 6x base salary •Other named executive officers: 3x base salary •Global Code of Conduct for employees, officers, and directors | Clawback, insider trading and anti-hedging, and anti-pledging POLICIES |

  24. CORPORATE GOVERNANCE GUIDELINES

    CORPORATE GOVERNANCE GUIDELINES Our Board has adopted Corporate Governance Guidelines that, in conjunction with our Amended and Restated Certificate of Incorporation, Fourth Amended and Restated Bylaws (“Bylaws”), and Board committee charters, form the framework for our corporate governance. The Governance and Nominating Committee reviews the Corporate Governance Guidelines annually and makes revisions, as necessary. The Corporate Governance Guidelines are published on our website at http://www.owenscorning.com and will be made available in print upon request by any stockholder to the Corporate Secretary of the Company.

  25. BOARD LEADERSHIP

    BOARD LEADERSHIP The Board has the authority to select its Chair based on its collective best judgment as to the candidate best suited to meet the Company’s needs at a given time. Brian D. Chambers serves as the Company’s Board Chair and Chief Executive Officer (“CEO”). The Board determined that continuing to combine the Chair and CEO positions allows for clear and consistent leadership on critical strategic objectives and enables a consistent flow of information for the Board’s oversight of risk. The Board’s prior experience working with Mr. Chambers as President and CEO, as well as his track record of success in over 20 years with the Company in a variety of leadership positions, strongly supported its conclusion that the Company and its stockholders would be best served with Mr. Chambers leading the Company as its Chair and CEO. The Board has determined that it is appropriate to have a structure that provides strong leadership among the independent directors of the Board. As discussed below, the independent directors on our Board have elected a Lead Independent Director to serve in a lead capacity to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine. Edward F. Lonergan, a non-management director, currently serves as Lead Independent Director. He has served as a director of the Company since 2013, including as Lead Independent Director since April 2025, and has experience serving as Chair of the Compensation Committee. His proven leadership on the Compensation Committee further enables a well-functioning Board and helps facilitate effective Board communication and corporate governance. His extensive executive experience also positions him to be a highly versatile intermediary on the Board. Additionally, the Board, which consists entirely of independent directors other than Mr. Chambers, exercises an independent oversight function. Each of the Board committees, other than the Executive Committee, is comprised entirely of independent directors. Regular executive sessions of the independent directors are held. On an annual basis, each of the independent directors evaluates the Chair and CEO in several key areas. The Board has complete access to the Company’s management and believes that its ongoing ability to review the leadership structure of the Board and to make changes as it deems necessary and appropriate gives it the flexibility to meet varying business, personnel, and organizational needs over time.

  26. 2025 INCENTIVE COMPENSATION OUTCOMES SUMMARY

    2025 INCENTIVE COMPENSATION OUTCOMES SUMMARY Our executive compensation program is designed to attract, retain, and motivate experienced and talented executives who will drive business strategy and maximize stockholder value. We believe that a significant portion of the compensation paid to our executive officers should be closely aligned with our performance on both a short-term and long-term basis. Our goal is to structure compensation policies that promote sustainable growth and align with long-term stockholder interests while managing potential risks. The compensation of our NEOs during 2025 reflects our financial results both for the current year and the three-year period ended December 31, 2025 and demonstrates that our compensation plans pay for performance as intended. For example: •With lower profitability, the 2025 Corporate Incentive Plan ("CIP") delivered payout below target: CIP funding for 2025 corporate performance was based entirely upon adjusted EBITDA results. Due to weaker market conditions and lower volumes during 2025, overall our adjusted EBITDA performance, while above threshold, was below the target performance goal for 2025. This resulted in a payout on the adjusted EBITDA metric of 54% of target for the 2025 CIP. As a result, when coupled with individual performance achievement, annual incentive awards were paid to our NEOs ranging from 74% to 81% of target, all as further described below. •Payouts on 2023-2025 long-term incentive awards were lower: Participating NEOs earned an aggregate payout of 131% of the target number of performance share units (“PSUs”) granted for the 2023-2025 performance cycle. This is comprised of (1) 124% of the target number of PSUs based on Total Shareholder Return (“TSR”), which lagged recent years’ performance results for this metric, (2) 191% of the target number of PSUs based on adjusted Return on Capital (“ROC”), which lagged recent years’ performance results for this metric and (3) 78% of the target number of PSUs based on adjusted Free Cash Flow Conversion (“FCFC”), which lagged recent years’ performance results for this metric.

  27. 2025 EXECUTIVE COMPENSATION PROGRAM

    2025 EXECUTIVE COMPENSATION PROGRAM At our 2025 Annual Meeting, we provided our stockholders with the opportunity, on an advisory basis, to approve or vote against the compensation of our NEOs (Say-on-Pay). More than 89% of the votes counting towards the outcome of this proposal approved the NEOs’ compensation. The Compensation Committee (the “Committee” for purposes of this Compensation Discussion and Analysis) also considered this result in connection with its ongoing review of compensation policies and decisions in 2025. The Committee believes these voting results demonstrate substantial, continuing support for our NEO compensation program, and the Committee chose not to make any substantial mid-year changes to the existing program for 2025 specifically in response to the 2025 Say-on-Pay voting results. The Company considers stockholder feedback as it shapes its governance and executive compensation programs and policies, as well as its disclosures. 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 Committee generally kept the overall tenets of the program for 2025. The following table summarizes the major elements of our standard 2025 executive compensation plans for the NEOs: Base salary 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, and individual performance objectives. Beginning in 2025, the Committee established adjusted EBITDA as the primary performance measure under the CIP. The Committee believes this adjusted non-GAAP measure is closely correlated with the creation of stockholder value and that it provides the most accurate measure of our ongoing core operating results, as well as is the most complete reflection of our Company’s financial performance. It also allows the Committee to more fully assess the Company’s productivity and efficiency, as well as to evaluate comparative results period-over-period. The Committee chose this metric because it keeps management focused on sustaining and improving the Company’s underlying business value each year. The annually granted long-term incentive awards consisted of (1) restricted stock unit awards (“RSUs”) with a 3-year graded vesting schedule; and (2) PSUs based on our achievement of TSR, adjusted ROC, and adjusted FCFC metrics. Long-term incentive awards are settled in shares and provide equity-based compensation opportunities that align the interests of executives and stockholders. In certain circumstances, the Committee may grant equity awards outside of the annual cycle for promotional or retention purposes. Additional details and rationale for all of our 2025 compensation decisions are provided later in the Compensation Discussion and Analysis.

  28. COMPENSATION PROGRAM OBJECTIVES

    | 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 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. |

  29. 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 Administrative Officer and the 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.

  30. 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 2025. 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 2025, the Consultant attended all of our Committee meetings. The Committee reviewed the qualifications and assessed the independence of the Consultant during 2025. 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.

  31. COMPETITIVE POSITIONING

    COMPETITIVE POSITIONING

  32. PEER GROUP

    PEER GROUP The Committee utilizes a peer group of 17 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. The balance of company size/revenue, industry, global scope, and manufacturing footprint among the peer group as a whole helps maintain the peer group as an effective measure of our competitors for executive talent. 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 2025 compensation decisions was comprised of the following companies:

  33. PEER GROUP

    | Ball Corporation | Mohawk Industries, Inc. | | Builders FirstSource, Inc. | O-I Glass, Inc. | | Carrier Global Corporation | PPG Industries, Inc. | | Celanese Corporation | RPM International Inc. | | Eastman Chemical Company | Stanley Black & Decker, Inc. | | Fortune Brands Innovations, Inc. | The Sherwin-Williams Company | | Johnson Controls International plc | Trane Technologies | | Lennox International Inc. | UFP Industries, Inc. | | Masco Corporation | |

  34. PEER GROUP

    Upon the acquisition of Masonite in mid-2024, the Committee conducted a full review of the compensation peer group to help ensure it remained an effective measure of the companies to which we compare ourselves. The primary selection criteria were publicly traded and/or publicly filing companies in the building materials industry with annual revenue comparable to that of the Company. Additional criteria included market capitalization, non-U.S. revenue, total assets, and number of employees. Upon this review and effective January 1, 2025, the Committee added Builders FirstSource, Inc., Carrier Global Corporation, Johnson Controls International plc and UFP Industries, Inc. as peer companies. In addition, the Committee removed A.O. Smith Corporation, Greif, Inc. and Louisiana-Pacific Corporation as peer companies. 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.

  35. 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 |

  36. ANNUAL INCENTIVE

    ANNUAL INCENTIVE Annual incentives are delivered through the annual Corporate Incentive Plan (“CIP”). Target annual incentive opportunities for each of our NEOs did not materially increase in 2025 compared to 2024, other than with respect to Ms. Beredo and Ms. Marcon, who received an increase in connection with their mid-year role changes and new responsibilities. Funding under the 2025 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 predetermined financial goals as described below. Awards are paid in the form of a lump-sum cash payment. For 2025, the Committee selected adjusted EBITDA as the applicable financial performance metric given its measure of core operating performance and strong indication of the Company’s ability to generate cash flow. Adjusted EBITDA provides consistency in comparability with Company peers, making it an effective measure for evaluating performance and driving shareholder value. Given the critical focus on achieving sustainable, profitable growth, adjusted EBITDA performance is weighted at 75% within the annual incentive payout. Owens Corning (consolidated) adjusted EBITDA goals determine 40% of overall corporate funding, and performance of the Roofing, Insulation, and Doors businesses against their respective EBITDA 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 2025, identified performance requirements were as follows: Threshold performance (0% CIP funding); a performance requirement that corresponded with 50% CIP funding (Gate 1); a Target performance requirement 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 EBITDA, and Roofing, Insulation, and Doors EBITDA 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 2025 performance requirements, the Committee used a variety of guiding principles, including: •The funding criteria and/or financial metrics used should correlate with stockholder value creation and remain consistent with key messages shared with our investors. •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. The operations plan should consider both macroeconomic indicators and analyst consensus. 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. •To mitigate risk and ensure compliance with our pay for performance philosophy, widening the spread from “Entry” to “Target” and “Target” to “Maximum” should be considered. •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 EBITDA of an acquired business 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, 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.

  37. 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 standard long-term incentive program (“LTI”) is an equity-based program that uses a combination of RSUs and PSUs. For 2025 NEO awards, the mix of LTI vehicles was maintained as described below: 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 and 60% to PSUs, which are equally sub-divided into three types of PSUs. Each allocation is divided by the grant date stock price to determine the number of RSUs and target PSUs that are granted. Annual awards of RSUs generally vest at a rate of one-third per year over a three-year period and PSUs use three-year performance cycles, with a new three-year cycle beginning each year. Our 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 adjusted 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 adjusted 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.

  38. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

    PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN For the 2025-2027 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 2025 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. 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 2025 TSR PSU award:

  39. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

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

  40. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

    Effective January 1, 2025, the Committee implemented a new TSR Comparator Group for new TSR PSU grants, which was comprised of the companies below. The criteria used in determining the TSR Comparator Group includes: 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.

  41. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

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

  42. PERFORMANCE SHARE UNITS – TOTAL SHAREHOLDER RETURN

    The 2025 TSR Comparator Group includes all constituents of our compensation peer group in addition to companies specific to our industry and markets. 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.

  43. PERFORMANCE SHARE UNITS – RETURN ON CAPITAL

    PERFORMANCE SHARE UNITS – RETURN ON CAPITAL For the 2025-2027 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, 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 2025-2027 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. Target performance, which would provide for 100% funding, was set at 14% adjusted return on capital. Maximum performance, which would provide for 200% funding, was set at 17% 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 2025 ROC PSU award:

  44. PERFORMANCE SHARE UNITS – RETURN ON CAPITAL

    | | FUNDING AS A % OF TARGET | 2025-2027 ROC | | Threshold | 0% | 8.5% | | Target | 100% | 14% | | Maximum | 200% | 17% |

  45. 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 2025-2027 performance cycle, the FCFC PSUs will fund from 0% to 200% based upon annual adjusted 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 2025-2027 performance cycle, 0% funding will be provided at or below Threshold performance, which was set at 75% adjusted free cash flow conversion. Target performance, which would provide for 100% funding, was set at 90% adjusted free cash flow conversion. Maximum performance, which would provide for 200% funding, was set at 105% adjusted free cash flow conversion performance. 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 2025 FCFC PSU award:

  46. PERFORMANCE SHARE UNITS – FREE CASH FLOW CONVERSION

    | | FUNDING AS A % OF TARGET | 2025-2027 FCFC | | Threshold | 0% | 75% | | Target | 100% | 90% | | Maximum | 200% | 105% |

  47. PERFORMANCE SHARE UNITS – FREE CASH FLOW CONVERSION

    * See “Reconciliation of Financial Measures (Unaudited)” on page 76 of this Proxy Statement.

  48. EMPHASIS ON VARIABLE PAY

    | CEO | 90% "At Risk" Compensation | | | 74% Long-Term Incentive* | 16% Annual Incentive | 10% Base Salary |

  49. EMPHASIS ON VARIABLE PAY

    | Other NEOs | 80% "At Risk" Compensation | | | 63% Long-Term Incentive* | 17% Annual Incentive | 20% Base Salary |

  50. CORPORATE INCENTIVE PLAN

    CORPORATE INCENTIVE PLAN For 2025, CIP funding for corporate performance was based upon adjusted EBITDA. The consolidated performance criteria were set by the Committee in the first half of the year with target performance at $2,564 million. The funding targets and outcomes were as follows (dollars displayed in millions):

  51. CORPORATE INCENTIVE PLAN

    | CIP METRIC | THRESHOLD (0% FUNDING) | GATE 1 (50% FUNDING) | TARGET (100% FUNDING) | MAXIMUM (200% FUNDING) | 2025 ACTUAL* | FUNDING | WEIGHT | | Consolidated Adjusted EBITDA | $1,795 | $2,179 | $2,564 | $3,077 | $2,266 | 61% | 40% | | Roofing EBITDA | $1,054 | $1,280 | $1,506 | $1,807 | $1,411 | 79% | 20% | | Insulation EBITDA | $650 | $790 | $929 | $1,115 | $846 | 70% | 20% | | Doors EBITDA | $254 | $309 | $363 | $436 | $232 | —% | 20% | | | | | | TOTAL FUNDING | | 54% | |

  52. CORPORATE INCENTIVE PLAN

    * For 2025, actual results were adjusted to exclude the impact of a completed divestiture. Multiple factors were taken into consideration when setting CIP performance levels for 2025. Target level performance was set with consideration of external expectations and to align with projected levels of 2025 EBITDA as outlined in our Board-reviewed operations plan. Entry and Maximum performance levels were then established based upon the perceived degree of difficulty in achieving the EBITDA target level, with consideration for potential over or under performance. 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 2025. 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 2025. 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 (including as further described below), 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 2025. The table below summarizes each NEO’s maximum opportunity and actual funding under the corporate and individual components of the 2025 CIP. The accompanying narrative describes each NEO’s 2025 performance goals and the principal factors considered by the CEO in determining individual CIP attainment.

  53. 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 | 150% | $2,812,500 | $759,375 | $937,500 | $656,250 | $1,415,625 | | Todd W. Fister | 100% | $1,125,000 | $303,750 | $375,000 | $300,000 | $603,750 | | Gina A. Beredo | 83% | $856,730 | $231,317 | $285,577 | $228,461 | $459,778 | | Nicolas Del Monaco | 85% | $782,186 | $211,190 | $260,729 | $195,546 | $406,737 | | Rachel B. Marcon | 75% | $543,769 | $146,818 | $181,256 | $122,348 | $269,166 | | Gunner S. Smith | 85% | $813,885 | $— | $271,295 | $— | $— | | Christopher O. Ball | 85% | $835,125 | $— | $278,375 | $— | $— |

  54. CORPORATE INCENTIVE PLAN

    * Target CIP represented as a percentage of each NEO’s base salary. Target CIP percentages for Mses. Beredo and Marcon are each reflective of their target annual incentive opportunity increases associated with their mid-year role changes and are reflected as a blended Target CIP percentage for 2025.

  55. Rachel B. Marcon, President, Doors

    Rachel B. Marcon, President, Doors Ms. Marcon served as Vice President and Managing Director, Global Nonwovens and Vice President and General Manager, Asphalt Roofing prior to assuming the role of President, Doors in April 2025. In connection with this new General Manager, Asphalt Roofing role, her base salary increased to $450,000, and her target annual incentive opportunity remained at 50% of base salary. Following her subsequent promotion to President, Doors later in April, her base salary increased to $500,000 and her target annual incentive opportunity increased to 85% of base salary. Her 2025 performance was assessed based on contributions in all roles, with key goals in her President, Doors role including: •Advancing safety and sustainability initiatives; •Successfully integrating the Doors business into Owens Corning; •Driving market share growth and operational performance through network optimization and quality improvement; •Establishing a collaborative, transparent operating model to enable efficient business growth; and •Leading talent development, retention, and succession planning. As a result of his assessment of Ms. Marcon’s performance, Mr. Chambers recommended the Committee approve a payout of 74% of Target under the annual CIP for her. This is comprised of 54% funding for the corporate component of the award opportunity and 135% funding of the individual component. The individual component reflects Ms. Marcon’s exceptional leadership in managing a seamless transition of her general management responsibilities prior to her appointment as President, Doors. She also delivered significant operational improvements for the Doors business by optimizing the manufacturing footprint and controlling operational expenses. The Committee approved this award of $269,166.

  56. OTHER BONUSES

    OTHER BONUSES In connection with his appointment as President, Doors upon the closing of the Masonite acquisition in May 2024, Mr. Ball was awarded a one-time cash integration bonus opportunity of $1,250,000, approved by the Committee to recognize his leadership in successfully integrating the Doors business within Owens Corning. The bonus was contingent on continued employment through the one-year anniversary of closing. Mr. Ball satisfied these conditions and the bonus was paid in May 2025. In connection with his transition to President, Roofing, Mr. Del Monaco was awarded a cash transition bonus opportunity of $500,000, payable in two equal installments of $250,000. Mr. Del Monaco was paid the first installment of the transition bonus in July 2025, and the second installment of such bonus will be paid on the one-year anniversary of his promotion. In connection with her transition to Vice President and General Manager, Asphalt Roofing in April 2025, Ms. Marcon was paid a cash transition bonus of $225,000, designed to support retention during significant leadership changes and continuity in key businesses.

  57. LONG-TERM INCENTIVE PLAN

    LONG-TERM INCENTIVE PLAN The target value of the 2025 annual LTI grants under our typical program as described above for the NEOs versus prior year grants (as applicable) are described below. To determine the 2025 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 target value the Company uses internally for grant size determination.

  58. LONG-TERM INCENTIVE PLAN

    | | 2024 LTI AWARD* | 2025 LTI AWARD | | Brian D. Chambers | $7,500,000 | $9,000,000 | | Todd W. Fister** | $1,600,000 | $4,000,000 | | Gina A. Beredo | $1,200,000 | $2,000,000 | | Nicolas Del Monaco | $— | $1,300,000 | | Rachel B. Marcon | $— | $350,000 | | Gunner S. Smith*** | $1,300,000 | $3,000,000 | | Christopher O. Ball | $— | $2,000,000 |

  59. LONG-TERM INCENTIVE PLAN

    * 2024 LTI award information is provided for NEOs in fiscal year 2024. ** The 2025 LTI award for Mr. Fister was outsized to recognize his exceptional performance and to promote retention and continuity within the executive leadership team. *** The 2025 LTI award for Mr. Smith was increased to recognize his exceptional performance, expanded responsibilities and to reinforce retention. In addition to the regular annual LTI grants described above, in 2025 the Company granted (1) to Mr. Del Monaco, a one-time RSU grant with a target value of $250,000 in connection with his transition to President, Roofing and (2) to Ms. Marcon, a one-time RSU grant with a target value of $1,000,000 in connection with her transition to Vice President and General Manager, Asphalt Roofing. Each of these one-time RSU grants was made under the Owens Corning 2023 Stock Plan and is subject to a three-year cliff vesting period. For the 2023-2025 LTI performance cycle that completed at the end of 2025, funding criteria for the PSUs were based on the Company’s: (1) TSR performance relative to the 2023 TSR Performance Comparator Group, (2) ROC performance, and (3) FCFC. The overall PSU payout percentage for the 2023-2025 performance cycle was 131% with the aggregate payout comprised of each individual performance metric’s attainment and respective payout. With regard to the 2023-2025 Total Shareholder Return metric, the scaled payout opportunities for percentile performance matched the design described above for the 2025-2027 TSR PSUs. In terms of actual results, the Company’s stock performed at the 56th percentile versus companies in the index, resulting in 124% funding. The Company’s 2023-2025 ROC awards utilized the following payout structure: 0% funding was provided for threshold performance; 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 191% of target. Specifically, the Company’s ROC performance for 2023, 2024, and 2025 was 21.8%, 24.4%, and 21.1% respectively, against the threshold of 8.5%, the target of 18.0% and the maximum of 22.0%. The Company’s 2023-2025 FCFC awards utilized the following payout structure: 0% funding was provided for threshold performance; 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 78% of target. Specifically, the Company’s FCFC performance for 2023, 2024, and 2025 was 94.9%, 95.8%, and 87.9%, respectively, against the threshold of 75%, the target of 98% - 102% and the maximum of 110%. As noted above, ROC and FCFC performance reflects 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 2023-2025 LTI grant payouts is included in the “2025 Option Exercises and Stock Vested Table.” Beginning with the 2026-2028 performance cycle, the Committee, in consultation with the Consultant, approved changes to the PSU award design to further align long‑term incentives with the Company’s strategic priorities and stockholder interests. Specifically, the standalone TSR metric will be replaced with Adjusted EBITDA Margin Percentage, which the Committee believes is a more direct measure of operational efficiency and profitability. In addition, a relative TSR modifier will be introduced and applied to the overall PSU payout, based on the Company’s TSR performance compared to its peer group. This modifier will wrap around all three PSU metrics — ROC, FCFC, and Adjusted EBITDA Margin Percentage — to help ensure that payouts reflect both strong internal execution and competitive returns for shareholders. These changes are intended to strengthen the link between pay and performance by balancing operational excellence with market-based outcomes.

  60. 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 2025 performance year. Unlike the 2025 Summary Compensation Table, which includes the grant date fair value of long-term incentive awards granted in calendar year 2025, Total Direct Compensation shown in the following tables instead includes the grant date value of long-term incentive awards granted in February 2026, which reflect an assessment of 2025 performance. This table should not be viewed as a replacement for the 2025 Summary Compensation Table or other compensation tables set forth below.

  61. Brian D. Chambers, Chair and Chief Executive Officer, Total Direct Compensation

    | COMPENSATION ELEMENT | 2025 | | 2025 Base Salary | $1,250,000 | | 2025 Annual Incentive Earned | $1,415,625 | | 2026 Grant of Restricted Stock Units | $3,700,000 | | 2026 Grant of Performance Share Units | $5,550,000 | | TOTAL DIRECT COMPENSATION | $11,915,625 |

  62. 2025 Other NEO Total Direct Compensation

    | COMPENSATION ELEMENT | TODD W. FISTER | GINA A. BEREDO | NICOLAS DEL MONACO | RACHEL B. MARCON | GUNNER S. SMITH | CHRISTOPHER O. BALL | | 2025 Base Salary | $750,000 | $685,000 | $630,000 | $500,000 | $725,000 | $655,000 | | 2025 Annual Incentive Earned | $603,750 | $459,778 | $406,737 | $269,166 | $— | $— | | 2026 Grant of Restricted Stock Units | $1,000,000 | $800,000 | $600,000 | $520,000 | $— | $— | | 2026 Grant of Performance Share Units | $1,500,000 | $1,200,000 | $900,000 | $780,000 | $— | $— | | TOTAL DIRECT COMPENSATION | $3,853,750 | $3,144,778 | $2,536,737 | $2,069,166 | $725,000 | $655,000 |

  63. 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. Any other equity grants are generally approved and made by the Committee at appropriate times, including depending on the specific facts and circumstances regarding the grants, as identified by or to the Committee.

  64. 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.

  65. 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. Under the Company’s 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). 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 are expected to acknowledge being subject to the Clawback Policy. In addition, the Company has also adopted a 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 Supplemental 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. | | ✓ | Restrictive Covenants. Our NEOs must adhere to restrictive covenants upon separation from the Company, including non-compete, non-solicitation and non-disclosure obligations. | | ✓ | Market-Competitive Retirement Programs. We eliminated defined benefit pension benefits for U.S. salaried employees hired after January 1, 2010 and froze existing salaried pension benefits to future accruals at the same time. Our NEOs participate in the Company’s 401(k) plan and are eligible for a Company match on amounts in excess of statutory limits. |

  66. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE The following tables provide information on total compensation paid to the CEO, the CFO and the other NEOs.

  67. 2025 SUMMARY COMPENSATION TABLE

    | NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($)(1) | STOCK AWARDS ($)(2) | OPTION AWARDS ($) | NON- EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Brian D. Chambers Board Chair and CEO | 2025 | 1,250,000 | — | 9,186,745 | — | 1,415,625 | — | 299,555 | 12,151,925 | | | 2024 | 1,241,667 | — | 7,724,090 | — | 2,920,313 | — | 320,077 | 12,206,147 | | | 2023 | 1,200,000 | — | 7,111,895 | — | 2,633,400 | — | 297,961 | 11,243,256 | | Todd W. Fister Executive Vice President, CFO | 2025 | 741,667 | — | 4,082,583 | — | 603,750 | — | 104,381 | 5,532,381 | | | 2024 | 695,833 | — | 1,647,432 | — | 1,004,850 | — | 106,120 | 3,454,235 | | | 2023 | 636,629 | — | 1,670,563 | — | 756,298 | — | 182,697 | 3,246,187 | | Gina A. Beredo Executive Vice President, Chief Administrative Officer and General Counsel | 2025 | 671,667 | — | 2,040,917 | — | 459,778 | — | 89,398 | 3,261,760 | | | 2024 | 596,667 | — | 1,235,529 | — | 723,731 | — | 103,775 | 2,659,702 | | | 2023 | 549,167 | — | 1,015,638 | — | 636,863 | — | 66,986 | 2,268,654 | | Nicolas Del Monaco President, Roofing | 2025 | 605,938 | 250,000 | 1,576,614 | — | 406,737 | — | 332,484 | 3,171,773 | | Rachel B. Marcon President, Doors | 2025 | 457,029 | 225,000 | 1,355,714 | — | 269,166 | — | 115,735 | 2,422,644 | | Gunner S. Smith Former President, Roofing | 2025 | 431,061 | — | 3,061,749 | — | — | 1,000 | 103,505 | 3,597,315 | | | 2024 | 667,500 | — | 1,338,789 | — | 794,813 | — | 104,055 | 2,905,157 | | | 2023 | 623,333 | — | 2,320,636 | — | 770,175 | 2,000 | 116,895 | 3,833,039 | | Christopher O. Ball Former President, Doors | 2025 | 109,167 | 1,250,000 | 2,040,917 | — | — | — | 26,922 | 3,427,006 |

  68. 2025 SUMMARY COMPENSATION TABLE

    (1)In 2025, both Mr. Del Monaco and Ms. Marcon were paid cash transition bonuses valued at $250,000 and $225,000, respectively, in connection with their mid-year role changes. Mr. Ball was paid a one-time cash integration bonus of $1,250,000 in connection with his successful integration of the Doors business. More details can be found in Compensation Discussion and Analysis above. (2)The amounts reflected in this column for 2025 relate to RSUs and PSUs granted under the Owens Corning 2023 Stock Plan for all NEOs except for Mr. Ball, whose awards were granted under the Masonite 2021 Omnibus Incentive Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock awards made during the year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. PSUs granted during 2025 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: $11,173,830; Mr. Fister: $4,965,520; Ms. Beredo: $2,482,192; Mr. Del Monaco: $1,613,708; Ms. Marcon: $361,870; Mr. Smith: $3,723,854; and Mr. Ball: $2,482,192. See Note 18 to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for a discussion of the relevant assumptions made in such valuations. For further information on the 2025 awards, including the maximum potential payout based on the attainment of maximum funding, see the 2025 Grants of Plan-Based Awards Table below. (3)The amounts reflected in this column for 2025 reflect payouts under the 2025 CIP to each NEO paid in 2026. (4)In 2025 , the actuarial value of Mr. Smith’s pension benefit increased by $1,000. The total accrued pension value is reflected in the 2025 Pension Benefits Table below. No above-market or preferential earnings on non-qualified deferred compensation are reported in this column. (5)For 2025, the amounts shown represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan, relocation‑related tax benefits, tax gross‑ups, and executive perquisites and other personal benefits. For more details on the amounts disclosed in column (i), please reference the table below. The following table provides more detail behind the 2025 amounts reported in column (i) above:

  69. 2025 SUMMARY COMPENSATION TABLE

    | NAME | QUALIFIED SAVINGS PLAN COMPANY CONTRIBUTION ($) | NONQUALIFIED DEFERRED COMPENSATION PLAN COMPANY CONTRIBUTION ($) | RELOCATION- RELATED TAX EQUALIZATIONS AND FOREIGN TAXES ($)(1) | TAX GROSS-UPS ($)(2) | PERQUISITES AND OTHER PERSONAL BENEFITS ($)(3) | TOTAL: ALL OTHER COMPENSATION ($) | | Brian D. Chambers | 28,000 | 255,454 | — | — | 16,101 | 299,555 | | Todd W. Fister | 28,000 | 76,381 | — | — | — | 104,381 | | Gina A. Beredo | 28,000 | 61,398 | — | — | — | 89,398 | | Nicolas Del Monaco | 28,000 | 38,174 | 127,162 | 110,978 | 28,170 | 332,484 | | Rachel B. Marcon | 21,026 | 3,611 | 63,456 | 27,642 | — | 115,735 | | Gunner S. Smith | 28,000 | 75,505 | — | — | — | 103,505 | | Christopher O. Ball | 16,922 | — | — | — | 10,000 | 26,922 |

  70. 2025 SUMMARY COMPENSATION TABLE

    (1)The amounts reported in this column represent certain relocation‑related tax benefits provided by the Company in 2025, including tax equalization arrangements and foreign tax payments made on behalf of our NEOs in connection with their relocation to the United States. For Mr. Del Monaco, the amount includes a foreign tax payment ($64,724) and a tax equalization settlement ($62,438). For Ms. Marcon, the entire amount is related to tax equalization settlements. (2)The amounts reported in this column represent tax gross‑ups provided to our NEOs in 2025. For Mr. Del Monaco, the amount includes gross‑ups related to tax equalization payments made in connection with his relocation to the United States ($53,402), gross-ups related to foreign tax payments made on his behalf ($55,251) as well as gross‑ups related to certain other relocation‑related benefits, including immigration costs for members of his family ($1,042) and tax preparation services ($1,283). For Ms. Marcon, the amount consists entirely of gross‑ups related to tax equalization payments made in connection with her relocation to the United States. (3)The amounts reported in this column represent the incremental cost of perquisites and other personal benefits provided to our NEOs. In 2025, these benefits included Mr. Chambers’ use of the corporate aircraft to attend Lincoln Electric Holdings, Inc. board meetings ($14,086) and spousal travel on the corporate aircraft associated with a business trip ($2,015). For Mr. Del Monaco, the amount includes a French benefit allowance to maintain French healthcare for himself and members of his family ($23,000), an executive physical ($2,450), tax preparation fees ($1,500), and immigration‑related costs for members of his family ($1,220). For Mr. Ball, the amount includes reimbursement for tax preparation and financial planning services ($10,000).

  71. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    2025 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 2025 CIP are reflected in column (g) of the 2025 Summary Compensation Table. Funding and individual award amounts are determined as described in the narrative to these tables.

  72. 2025 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 | 2025 CIP (1) | — | 1,875,000 | 3,750,000 | — | — | — | — | — | | | 2025 RSU (2) | — | — | — | — | — | — | 19,763 | 3,599,830 | | | 2025 ROC PSU (3) | — | — | — | — | 9,881 | 19,762 | — | 1,698,939 | | | 2025 TSR PSU (3) | — | — | — | — | 9,881 | 19,762 | — | 2,189,037 | | | 2025 FCFC PSU (3) | — | — | — | — | 9,881 | 19,762 | — | 1,698,939 | | Todd W. Fister | 2025 CIP (1) | — | 750,000 | 1,500,000 | — | — | — | — | — | | | 2025 RSU (2) | — | — | — | — | — | — | 8,783 | 1,599,823 | | | 2025 ROC PSU (3) | — | — | — | — | 4,391 | 8,782 | — | 754,989 | | | 2025 TSR PSU (3) | — | — | — | — | 4,391 | 8,782 | — | 972,782 | | | 2025 FCFC PSU (3) | — | — | — | — | 4,391 | 8,782 | — | 754,989 | | Gina A. Beredo | 2025 CIP (1) | — | 571,153 | 1,142,306 | — | — | — | — | — | | | 2025 RSU (2) | — | — | — | — | — | — | 4,391 | 799,821 | | | 2025 ROC PSU (3) | — | — | — | — | 2,195 | 4,390 | — | 377,408 | | | 2025 TSR PSU (3) | — | — | — | — | 2,195 | 4,390 | — | 486,280 | | | 2025 FCFC PSU (3) | — | — | — | — | 2,195 | 4,390 | — | 377,408 | | Nicolas Del Monaco | 2025 CIP (1) | — | 521,457 | 1,042,914 | — | — | — | — | — | | | 2025 RSU (2) | | — | — | — | — | — | 2,854 | 519,856 | | | 2025 ROC PSU (3) | | — | — | | 1,427 | 2,854 | | 245,358 | | | 2025 TSR PSU (3) | — | — | — | — | 1,427 | 2,854 | | 316,138 | | | 2025 FCFC PSU (3) | — | — | | — | 1,427 | 2,854 | — | 245,358 | | | 2025 Transition RSU (4) | — | — | — | — | | | 1,813 | 249,904 | | Rachel B. Marcon | 2025 CIP (1) | — | 362,513 | 725,026 | — | — | — | — | — | | | 2025 RSU (2) | — | — | — | — | — | — | 960 | 174,864 | | | 2025 ROC PSU (3) | — | — | — | — | 320 | 640 | — | 55,021 | | | 2025 TSR PSU (3) | — | — | — | — | 320 | 640 | — | 70,893 | | | 2025 FCFC PSU (3) | — | — | — | — | 320 | 640 | — | 55,021 | | | 2025 Transition RSU (5) | | | | | | | 6,940 | 999,915 | | Gunner S. Smith | 2025 CIP (1) | — | 616,250 | 1,232,500 | — | — | — | — | — | | | 2025 RSU (2) | — | — | — | — | — | — | 6,587 | 1,199,822 | | | 2025 ROC PSU (3) | — | — | — | — | 3,293 | 6,586 | — | 566,198 | | | 2025 TSR PSU (3) | — | — | — | — | 3,293 | 6,586 | — | 729,531 | | | 2025 FCFC PSU (3) | — | — | — | — | 3,293 | 6,586 | — | 566,198 | | Christopher O. Ball | 2025 CIP (1) | — | 556,750 | 1,113,500 | — | — | — | — | — | | | 2025 RSU (2) | — | — | — | — | — | — | 4,391 | 799,821 | | | 2025 ROC PSU (3) | — | — | — | — | 2,195 | 4,390 | — | 377,408 | | | 2025 TSR PSU (3) | — | — | — | — | 2,195 | 4,390 | — | 486,280 | | | 2025 FCFC PSU (3) | — | — | — | — | 2,195 | 4,390 | — | 377,408 |

  73. 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    (1)Reflects the NEO’s annual incentive opportunity under the CIP for the annual performance period commencing in 2025. Actual amounts paid out under the 2025 CIP are reflected in column (g) of the 2025 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 5, 2025, which generally vest one-third per year over three years. (3)Reflects the long-term incentive opportunity granted to the NEO under the 2023 Owens Corning Stock Plan for the performance period commencing in 2025. PSUs were granted on February 5, 2025 and will generally vest after 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 18 to the Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for a discussion of the relevant assumptions made in such valuations. (4)Reflects the transition grant of RSUs (three-year cliff vesting) awarded to Mr. Del Monaco under the 2023 Stock Plan in connection with his mid-year role change. (5)Reflects the transition grant of RSUs (three-year cliff vesting) awarded to Ms. Marcon under the 2023 Stock Plan in connection with her mid-year role change.

  74. NARRATIVE TO 2025 SUMMARY COMPENSATION TABLE AND 2025 GRANTS OF PLAN-BASED AWARDS TABLE

    NARRATIVE TO 2025 SUMMARY COMPENSATION TABLE AND 2025 GRANTS OF PLAN-BASED AWARDS TABLE

  75. 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. The following disclosure includes the process used to identify the median employee and the assumptions used to calculate the ratio:

  76. CEO PAY RATIO

    | PROCESS | ASSUMPTIONS | 2025 TOTAL COMPENSATION | | 1.As of October 1, 2025, we employed 24,991 full and part-time active employees (excluding our CEO) at our parent company and consolidated subsidiaries (“Global Population”). 2.We excluded 1,248 non-U.S. employees (or 4.99% of the Global Population) from the Global Population in accordance with SEC rules*. 3.After these exclusions, our adjusted Global Population was 23,743 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, 2025. 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, 2025. 2.The annual total compensation for our CEO represents the amount reported for our CEO for 2025 in the “Total” column (column (j)) of our 2025 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 2025 that would have been reported in the 2025 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 2025. | 1.The annual total compensation of our CEO was: $12,151,925. 2.Median of the annual total compensation of all employees (except the CEO): $67,472. 3.Based on the above information, for 2025 the ratio of the median of the annual total compensation of all employees to the annual total compensation of the CEO was approximately 180 to 1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. |

  77. CEO PAY RATIO

    * Breakdown of our total Global Population as of October 1, 2025: USA (13,834 employees), non-U.S. (11,157 employees). Countries (number of employees) excluded were as follows: Austria (3), Denmark (6), Ireland (137), Japan (11), Latvia (7), Norway (5), Singapore (48), Slovakia (2), Spain (75), Switzerland (15), and United Kingdom (939).

  78. 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.

  79. PAY VERSUS PERFORMANCE

    | YEAR | SUMMARY COMPENSATION TABLE TOTAL FOR PEO (1) | COMPENSATION ACTUALLY PAID TO PEO (1,2,3,4) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVE OFFICERS (1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVE OFFICERS (1,2,3,4) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | NET INCOME ($MILLION) | ADJUSTED EBITDA ($MILLION) (6) | | | | | | | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN (5) | PRIOR PEER GROUP TOTAL SHAREHOLDER RETURN (5) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | 2025 | $12,151,925 | $(813,919) | $3,568,813 | $386,759 | $160 | $141 | $142 | $(522) | $2,268 | | 2024 | $12,206,147 | $18,213,503 | $2,953,674 | $4,237,854 | $239 | $142 | $144 | $647 | $2,468 | | 2023 | $11,243,256 | $31,090,475 | $2,929,921 | $5,104,932 | $205 | $129 | $130 | $1,193 | $2,313 | | 2022 | $10,979,854 | $14,107,038 | $2,946,087 | $3,808,951 | $116 | $96 | $97 | $1,241 | $2,267 | | 2021 | $9,782,143 | $12,619,790 | $2,894,244 | $3,194,386 | $121 | $136 | $137 | $995 | $1,904 |

  80. PAY VERSUS PERFORMANCE

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

  81. 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 year 2025, Messrs. Fister, Del Monaco, G. Smith, and Ball, and Mses. Beredo and Marcon; for fiscal year 2024, Messrs. Fister, G. Smith, and Sandri and Ms. Beredo; for fiscal year 2023, Messrs. Fister, Parks, Sandri, G. Smith and Ms. Beredo; for fiscal year 2022, Messrs. Parks, Sandri, D. Smith, and Fister; and for fiscal year 2021, Messrs. Parks, Sandri, D. Smith and Ms. Beredo. (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 2025 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. (4)For 2025, the negative Compensation Actually Paid to our PEO and the modest Compensation Actually Paid to our other NEOs, on average, are driven primarily by a decrease in the value of outstanding equity awards as of year‑end due to the decline in our stock price during 2025. (5)The peer group used for 2025 mirrors the TSR comparator peer group disclosed in the Compensation Discussion and Analysis above. The peer group used for 2024 includes all companies in the 2025 TSR comparator peer group, as well as Greif, Inc. and Louisiana‑Pacific Corporation. These companies were subsequently removed from the peer group in 2025 to better align the peer group with our specific industry, markets and global exposure. (6)Reconciliation and further information for Adjusted EBITDA can be found on page 28 of our 2025 Form 10-K filed with the SEC on February 25, 2026. For 2025, this number was adjusted to remove the impact of a completed divestiture.

  82. 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 | | 2025 | $12,151,925 | $— | $(9,186,745) | $— | $(3,779,099) | $(813,919) |

  83. 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 | | 2025 | $3,568,813 | $(167) | $(2,359,749) | $— | $(822,138) | $386,759 |

  84. 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:

  85. PAY VERSUS PERFORMANCE

    | YEAR | YEAR-END FAIR VALUE OF EQUITY AWARDS GRANTED DURING YEAR 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 | | 2025 | $4,705,803 | $(4,659,007) | $— | $(3,825,895) | $— | $— | $(3,779,099) |

  86. 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 YEAR THAT VESTED DURING THE YEAR FOR NON-PEO NEOs | AVERAGE CHANGE IN FAIR VALUE FROM LAST DAY OF PRIOR YEAR TO VESTING DATE OF UNVESTED EQUITY AWARDS THAT VESTED DURING YEAR FOR NON-PEO NEOs | AVERAGE FAIR VALUE AT LAST DAY OF 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 | | 2025 | $832,801 | $(488,572) | $— | $(315,236) | $(851,131) | $— | $(822,138) |

  87. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE The following table sets forth information concerning stock awards that have not vested, and equity incentive plan awards for each NEO that were outstanding at the end of 2025.

  88. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    | | STOCK AWARDS | | | | | NAME | 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) | (f)(1) | (g)(2) | (h)(3) | (i)(2) | | Brian D. Chambers (4) | 48,929 | 5,475,644 | 78,064 | 8,736,142 | | Todd W. Fister (5) | 17,908 | 2,004,084 | 25,784 | 2,885,487 | | Gina A. Beredo (6) | 9,450 | 1,057,550 | 14,944 | 1,672,383 | | Nicolas Del Monaco (7) | 9,737 | 1,089,668 | 10,844 | 1,213,552 | | Rachel B. Marcon (8) | 12,089 | 1,352,880 | 2,412 | 269,927 | | Gunner S. Smith | — | — | — | — | | Christopher O. Ball | — | — | — | — |

  89. OUTSTANDING EQUITY AWARDS AT 2025 FISCAL YEAR-END TABLE

    (1)RSUs granted on February 2, 2022 and February 1, 2023 generally vest 25% per year over four years. RSUs granted on February 1, 2024 and February 5, 2025 generally vest one‑third per year over three years. Unless otherwise noted, appointment and transition grants have three‑year cliff vesting. (2)Market value reflects the closing price of the Company’s common stock as of the last trading day of 2025 of $111.91. (3)Reflects unvested stock‑settled PSUs under the long‑term incentive plan. 2024 ROC and 2025 FCFC are included at maximum funding due to current performance expectations above target funding. 2024 FCFC, 2024 TSR, 2025 ROC and 2025 TSR are shown at target due to current performance expectations falling between threshold and target funding. 2024 PSUs will generally settle following completion of the 2024–2026 performance period, and 2025 PSUs will generally settle following completion of the 2025–2027 performance period. (4)As of December 31, 2025, Mr. Chambers held 78,064 outstanding PSUs as reported in the table, consisting of 38,540 units related to the 2024–2026 performance cycle and 39,524 units related to the 2025–2027 performance cycle. As of December 31, 2025, Mr. Chambers also held outstanding RSUs consisting of 5,034 units related to the February 2, 2022 grant, 12,374 units related to the February 1, 2023 grant, 11,758 units related to the February 1, 2024 grant and 19,763 units related to the February 5, 2025 grant. (5)As of December 31, 2025, Mr. Fister held 25,784 outstanding PSUs as reported in the table, consisting of 8,220 units related to the 2024–2026 performance cycle and 17,564 units related to the 2025–2027 performance cycle. As of December 31, 2025, Mr. Fister also held outstanding RSUs consisting of 1,204 units related to the February 2, 2022 grant, 2,623 units related to the February 1, 2023 grant, 2,558 units related to an appointment grant dated September 15, 2023, 2,740 units related to the February 1, 2024 grant and 8,783 units related to the February 5, 2025 grant. (6)As of December 31, 2025, Ms. Beredo held 14,944 outstanding PSUs as reported in the table, consisting of 6,164 units related to the 2024–2026 performance cycle and 8,780 units related to the 2025–2027 performance cycle. As of December 31, 2025, Ms. Beredo also held outstanding RSUs consisting of 985 units related to the February 2, 2022 grant, 2,018 units related to the February 1, 2023 grant, 2,056 units related to the February 1, 2024 grant and 4,391 units related to the February 5, 2025 grant. (7)As of December 31, 2025, Mr. Del Monaco held 10,844 outstanding PSUs as reported in the table, consisting of 5,136 units related to the 2024–2026 performance cycle and 5,708 units related to the 2025–2027 performance cycle. As of December 31, 2025, Mr. Del Monaco also held outstanding RSUs consisting of 521 units related to the February 2, 2022 grant, 1,009 units related to the February 1, 2023 grant, 1,827 units related to an appointment grant dated September 15, 2023, 1,713 units related to the February 1, 2024 grant, 2,854 units related to the February 5, 2025 grant and 1,813 units related to a transition grant dated July 21, 2025. (8)As of December 31, 2025, Ms. Marcon held 2,412 outstanding PSUs as reported in the table, consisting of 1,132 units related to the 2024–2026 performance cycle and 1,280 units related to the 2025–2027 performance cycle. As of December 31, 2025, Ms. Marcon also held outstanding RSUs consisting of 219 units related to the February 2, 2022 grant, 504 units related to the February 1, 2023 grant, 2,898 units related to a grant dated October 26, 2023, 568 units related to the February 1, 2024 grant, 960 units related to the February 5, 2025 grant and 6,940 units related to a transition grant dated April 1, 2025.

  90. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    2025 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth the required information on NEO stock awards that vested during 2025.

  91. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) (1) | | Brian D. Chambers | | | 81,881 | 13,073,516 | | Todd W. Fister | | | 15,420 | 2,219,451 | | Gina A. Beredo | | | 10,950 | 1,536,531 | | Nicolas Del Monaco | | | 5,476 | 838,712 | | Rachel B. Marcon | | | 2,376 | 358,510 | | Gunner S. Smith | | | 4,854 | 899,570 | | Christopher O. Ball | | | 15,795 | 2,291,855 |

  92. 2025 OPTION EXERCISES AND STOCK VESTED TABLE

    (1)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.

  93. 2025 PENSION BENEFITS TABLE

    2025 PENSION BENEFITS TABLE The following table sets forth the required information regarding pension benefits, as applicable, for the NEOs for 2025.

  94. 2025 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 | — | — | — | | Gina A. Beredo | Qualified Plan (2) | — | — | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | — | — | | Nicolas Del Monaco | Qualified Plan (2) | — | — | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | — | — | | Rachel B. Marcon | Qualified Plan (2) | — | — | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | — | — | | Gunner S. Smith | Qualified Plan (2) | 1.08 | 9,000 | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | 9,000 | — | | Christopher O. Ball | Qualified Plan (2) | — | — | — | | | Top-Hat Plan (3) | — | — | — | | | Total | — | — | — |

  95. 2025 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 Executive 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 Mr. Smith. 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. Mr. Smith would have been entitled to payment of his vested accrued benefit under the tax-qualified plan in the event of a termination occurring on December 31, 2025, valued as a lump-sum payable as of that date in the amount of $11,125. Mr. Chambers, Mr. Fister, Ms. Beredo, Mr. Del Monaco, Ms. Marcon and Mr. Ball do not participate in the Cash Balance Plan.

  96. 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 80% 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 2025, the Company provided Company contributions to the accounts of eligible employees, including all NEOs except for Mr. Ball, to restore Company contributions and matching contributions that were limited in the 401(k) Plan by the IRS. Mr. Ball did not receive a Company contribution in 2025 as he was not a participant in the Owens Corning 401(k) Plan during the 2024 calendar year. 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.

  97. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

  98. 2025 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) | $185,938 | $255,454 | $283,911 | $(10,000) | $3,036,436 | | Todd W. Fister (5) | $58,313 | $76,381 | $375,005 | $— | $2,055,623 | | Gina A. Beredo (6) | $62,316 | $61,398 | $73,015 | $(21,872) | $482,506 | | Nicolas Del Monaco | $— | $38,174 | $13,422 | $— | $86,068 | | Rachel B. Marcon | $— | $3,611 | $2,802 | $— | $16,470 | | Gunner S. Smith (7) | $37,449 | $75,505 | $151,680 | $— | $881,616 | | Christopher O. Ball | $— | $— | $— | $— | $— |

  99. 2025 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 2025 Summary Compensation Table. (2)The amounts do not reflect above-market or preferential earnings and are therefore not reported in the 2025 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: $2,100,293; Mr. Fister: $603,495; Ms. Beredo: $210,953 and Mr. Smith: $140,533. 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’ 2025 base salary, which is reflected as “Salary” in the 2025 Summary Compensation Table. (5)The amount in the first column reflects the deferral of a portion of Mr. Fister’s 2025 base salary, which is reflected as “Salary” in the 2025 Summary Compensation Table. (6)The amount in the first column reflects the deferral of a portion of Ms. Beredo’s 2025 base salary ($58,604), which is reflected as “Salary” in the 2025 Summary Compensation Table and 2024 CIP paid in 2025 ($3,712), which is reflected in “Non-Equity Incentive Plan Compensation” in the 2024 Summary Compensation Table. (7)The amount in the first column reflects the deferral of a portion of Mr. Smith’s 2025 base salary ($21,553), which is reflected as “Salary” in the 2025 Summary Compensation Table and 2024 CIP paid in 2025 ($15,896), which is reflected in “Non-Equity Incentive Plan Compensation” in the 2024 Summary Compensation Table.

  100. 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, Del Monaco and Mses. Beredo and Marcon 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 2025 Pension Benefits Table and 2025 Non-Qualified Deferred Compensation Table above.

  101. 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 31, 2025) ($ in thousands)

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

    | EVENT AND AMOUNTS | BRIAN D. CHAMBERS | TODD W. FISTER | GINA A. BEREDO | NICOLAS DEL MONACO | RACHEL B. MARCON | | 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 | 3,750 | 1,500 | 1,164 | 1,072 | 850 | | Restricted Stock Awards (1) | — | — | — | — | — | | Performance Share Units (2) | — | — | — | — | — | | Cash Severance | 6,250 | 3,000 | 2,534 | 2,332 | 1,850 | | Health Care Continuation (3) | 16 | 22 | 22 | 31 | 22 | | Outplacement Services (3) | 18 | 18 | 18 | 18 | 18 | | Relocation (4) | — | — | — | 300 | — | | Termination Upon a Change-in-Control | | | | | | | CIP | 3,750 | 1,500 | 1,164 | 1,072 | 850 | | Restricted Stock Awards (1) | 5,476 | 2,004 | 1,058 | 1,090 | 1,353 | | Performance Share Units (2) | 13,104 | 4,328 | 2,509 | 1,820 | 405 | | Cash Severance | 6,250 | 3,000 | 2,534 | 2,332 | 1,850 | | Health Care Continuation (3) | 16 | 22 | 22 | 31 | 22 | | Outplacement Services (3) | 18 | 18 | 18 | 18 | 18 | | Relocation (4) | — | — | — | 300 | — | | Change-in-Control with No Termination | | | | | | | Restricted Stock Awards (1) | 5,476 | 2,004 | 1,058 | 1,090 | 1,353 | | Performance Share Units (2) | 13,104 | 4,328 | 2,509 | 1,820 | 405 | | Pre-Retirement Death | | | | | | | CIP | 3,750 | 1,500 | 1,164 | 1,072 | 850 | | Restricted Stock Awards (1) | 5,476 | 2,004 | 1,058 | 1,090 | 1,353 |

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

    (1)For restricted stock unit awards, vesting is generally incremental over a four-year or three-year period and any unvested portion is forfeited upon termination for reasons other than death, disability, or qualified retirements. For the 2022, 2023 and 2024 RSU grants, as of December 31, 2025, Mr. Chambers, is 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 31, 2025 of $111.91. (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 2024 and 2025 PSU grants as of December 31, 2025, Mr. Chambers is 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 31, 2025. (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. Health Care Continuation costs for Mr. Del Monaco include costs related to maintaining French healthcare for himself and members of his family. 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. (4)Mr. Del Monaco is eligible for reimbursement of reasonable relocation expenses up to $300,000 if he involuntarily separates from Owens Corning for any reason other than for cause and relocates back to Europe. As previously disclosed, Mr. Smith separated from the Company effective August 9, 2025, after transitioning from his role as President, Roofing to an executive consultant on July 21, 2025. Mr. Ball separated from the Company effective May 31, 2025, after transitioning from his role as President, Doors to an executive consultant on April 25, 2025. In connection with their separation from the Company, neither executive received any severance or other incremental or enhanced compensation or benefits.

  104. 2025 NON-MANAGEMENT DIRECTOR COMPENSATION

    2025 NON-MANAGEMENT DIRECTOR COMPENSATION The following table sets forth the compensation for 2025 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 2025.

  105. 2025 NON-MANAGEMENT DIRECTOR COMPENSATION

    | NAME | FEES EARNED OR PAID IN CASH ($)(1) | STOCK AWARDS ($)(2) | TOTAL ($) | | Michelle T. Collins | 70,000 | 210,045 | 280,045 | | Eduardo E. Cordeiro | 118,000 | 177,108 | 295,108 | | Adrienne D. Elsner | 112,000 | 168,015 | 280,015 | | Alfred E. Festa | 115,670 | 173,483 | 289,153 | | Edward F. Lonergan | — | 313,880 | 313,880 | | Maryann T. Mannen | 122,000 | 182,896 | 304,896 | | Paul E. Martin | 112,000 | 168,015 | 280,015 | | W. Howard Morris (3) | 60,615 | 90,916 | 151,531 | | Suzanne P. Nimocks | 107,471 | 199,624 | 307,095 | | John D. Williams | — | 280,011 | 280,011 |

  106. 2025 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 2025. (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 2025. (3)Mr. Morris departed from the Board effective April 15, 2025.

  107. 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 different 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 of this Proxy Statement. During 2025, 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 $280,000. 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 (plus dividend equivalents) 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 (including stock) are otherwise paid on a quarterly basis. Non-management directors receive no perquisites. During its September 2025 meeting, the Committee approved an increase in the annual Board retainer to $310,000, effective January 1, 2026, representing a $30,000 increase over 2025. The Committee also approved $5,000 increases to the annual retainers for the Finance Committee Chair and the Governance and Nominating Committee Chair, resulting in retainers of $20,000 each, effective January 1, 2026. Our stock ownership guidelines currently provide that each non-management director must own stock with a value of five times the maximum cash retainer. As of the date of this Proxy Statement, all non-management directors with more than three years of tenure on the Board hold stock in excess of the ownership guidelines. 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 on a fully-vested basis 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.