EXECUTIVE OFFICERS OF OWENS CORNING
The name, age and business experience during the past five years of Owens Corning’s executive officers as of March 13, 2020 are set forth below. Each executive officer holds office until his/her successor is elected and qualified or until his/her earlier resignation, retirement or removal. All those listed have been employees of Owens Corning during the past five years except as indicated.
| | | | | NAME AND AGE | | POSITION* | | | Brian D. Chambers (53)**
| | President and Chief Executive Officer since April 2019; formerly President and Chief Operating Officer (2018); formerly President, Roofing (2014)
| | | Todd Fister (45)
| | President, Insulation since July 2019; formerly Vice President of Global Insulation and Strategy (2019); formerly Vice President and Managing Director for Europe Insulation and Global Foamglas® (2018); formerly Vice President and Managing Directors for Foamglas® (2017); formerly Vice President of Strategic Marketing (2014)
| | | Prithvi S. Gandhi (50)
| | Interim Chief Financial Officer since October 2019; formerly Vice President of Corporate Strategy, Corporate Development, and Financial Planning (2014)
| | | Ava Harter (50)
| | Senior Vice President, General Counsel and Secretary since May 2015; formerly General Counsel, Chief Compliance Officer and Corporate Secretary, Taleris America LLC (2012)
| | | Paula Russell (42)
| | Senior Vice President, Chief Human Resources Officer since December 2019; formerly Vice President, Chief Human Resources Officer (April 2019); formerly Vice President of Total Rewards and Center of Excellence (March 2018); formerly Vice President of Total Rewards (August 2017); formerly Vice President of Human Resources, Composites (October 2012)
| | | Marcio A. Sandri (56)
| | President, Composites since May 2018; formerly Vice President Global Strategy and Operations, Composites (2017); formerly Vice President and General Manager, Composites (2007)
| | | Kelly J. Schmidt (54)
| | Vice President, Controller since April 2011
| | | Daniel T. Smith (55)
| | Senior Vice President, Chief Growth Officer since December 2019; formerly Senior Vice President, Organization and Administration (2014)
| | | Gunner Smith (46)Gunner Smith (47)
| | President, Roofing since August 2018, formerly Vice President of Distribution Sales for Roofing (2012) | | | Michael H. Thaman (56)**
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| | Executive Chairman since April 2019 (Chairman of the Board since April 2002); Chief Executive Officer from December 2007 to April 2019
| * | Information in parentheses indicates year during the past five years in which service in position began. The last item listed for each individual represents the position held by such individual at the beginning of the five-year period. |
BENEFICIAL OWNERSHIP OF SHARES The information in the table below sets forth those persons (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by Owens Corning to be the beneficial owners of more than 5% of Owens Corning common stock as of February 16, 2021 (except as noted below). Beneficial ownership is determined in accordance with the rules of the SEC and, except as otherwise indicated by footnote, the number of shares and percentage ownership indicated in the following table is based on outstanding shares of Owens Corning common stock as of February 16, 2021. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. * | Information in parentheses indicates year during the past five years in which service in position began. The last item listed for each individual represents the position held by such individual at the beginning of the five-year period. | | | | | | | | | | | | | | | | | TITLE OF CLASS | | NAME AND ADDRESS OF BENEFICIAL OWNER | | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | | PERCENT OF CLASS | | | | | Common Stock | | BlackRock, Inc.(1) | | | | 11,715,732 | | | | | 11.17 | % | | | | | Common Stock | | The Vanguard Group(2) | | | | 10,271,489 | | | | | 9.79 | % | | | | | Common Stock | | Boston Partners(3) | | | | 7,633,857 | | | | | 7.28 | % |
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| (1) | ** | On December 9, 2019, the Company announced that its Board of Directors elected Brian D. Chambers to succeed Michael H. Thaman as Chairman of the Board, effective AprilBased solely upon a Schedule 13G/A filed with the SEC on January 27, 2021, BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, beneficially owned 11,715,732 shares of our common stock, with sole voting power over 10,917,728 shares and sole dispositive power over 11,715,732 shares as of December 31, 2020.
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BENEFICIAL OWNERSHIP OF SHARES
The information in the table below sets forth those persons (including any “group” as that term is used in Section 13(d)(3) of the Exchange Act) known by Owens Corning to be the beneficial owners of more than 5% of Owens Corning common stock as of February 18, 2020 (except as noted below). Beneficial ownership is determined in accordance with the rules of the SEC and, except as otherwise indicated by footnote, the number of shares and percentage ownership indicated in the following table is based on outstanding shares of Owens Corning common stock as of February 18, 2020. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
| | | | | | | | | Title of Class | | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | Percent of Class | | | | | | Common Stock | | BlackRock, Inc.(1) | | 11,552,215 | | | 10.67% | | | | | | Common Stock | | The Vanguard Group(2) | | 10,520,356 | | | 9.72% | | | | | | Common Stock | | Boston Partners(3) | | 8,356,641 | | | 7.72% | |
| (1) | (2) | Based solely upon a Schedule 13G/A filed with the SEC on February 4, 2020, BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, beneficially owned 11,552,215 shares of our common stock, with sole voting power over 10,681,054 shares and sole dispositive power over 11,552,215 shares as of December 31, 2019. |
| (2) | Based solely upon a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, beneficially owned 10,520,356 shares of our common stock, with sole voting power over 76,772 shares; shared voting power over 30,999 shares, sole dispositive power over 10,422,027 shares and shared dispositive power over 98,329 shares as of December 31, 2019.
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| (3) | Based solely upon a Schedule 13G/A filed with the SEC on February 10, 2020, Boston Partners, One Beacon Street, 30th Floor, Boston, MA 02108, beneficially owned 8,356,641 shares of our common stock, with sole voting power over 7,107,772 shares, shared voting power over 8,197 shares and sole dispositive power over 8,356,641 shares as of December 31, 2019.
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SECURITY OWNERSHIP OF MANAGEMENT
The following table contains information, as of February 18, 2020, unless otherwise indicated, about the beneficial ownership of Owens Corning’s common stock by the executive officers and directors as a group and each named executive officer and director, individually, in accordance with Rule13d-3 under the Exchange Act, as well as ownership of certain other Owens Corning securities. Beneficial ownership is determined in accordance with the rules of the SEC and, except as otherwise indicated by footnote, the number of shares and percentage ownership indicated in the following table is based on 108,243,893 outstanding shares of Owens Corning common stock as of February 18, 2020. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them.
| | | | | | | | | | | | | | | | | | | | | | | DIRECTORS AND EXECUTIVE OFFICERS | | BENEFICIAL
OWNERSHIP OF
COMMON STOCK | | PERCENT
OF CLASS | | | OWNERSHIP
OF OTHER
SECURITIES | | | TOTAL
OWNERSHIP OF
COMMON STOCK AND
OTHER SECURITIES | | | | | | | | | Eduardo Cordeiro | | | 1,053 | | | (1) | | | * | | | | | | | | | | | | | | Adrienne D. Elsner | | | 4,783 | | | (1) | | | * | | | | | | | | | | | | | | J. Brian Ferguson | | | 65,892 | | | (1) | | | * | | | | | | | | | | | | | | Ralph F. Hake | | | 52,724 | | | (1) | | | * | | | | | | | | | | | | | | Edward F. Lonergan | | | 30,673 | | | (1) | | | * | | | | | | | | | | | | | | Maryann T. Mannen | | | 14,148 | | | (1) | | | * | | | | | | | | | | | | | | W. Howard Morris | | | 37,886 | | | (1) | | | * | | | | | | | | | | | | | | Suzanne P. Nimocks | | | 22,401 | | | (1) | | | * | | | | | | | | | | | | | | John D. Williams | | | 35,194 | | | (1) | | | * | | | | | | | | | | | | | | Michael H. Thaman | | | 1,036,980 | | | (1)(2)(3) | | | 1.0 | % | | | 28,500 | (4) | | | 1,065,480 | | | | (1)(2)(3)(4) | | Brian D. Chambers | | | 94,374 | | | (2)(3) | | | * | | | | 53,525 | (4) | | | 147,899 | | | | (2)(3)(4) | | Prithvi S. Gandhi | | | 36,095 | | | (1)(2)(3) | | | * | | | | 11,743 | (4) | | | 47,838 | | | | (1)(2)(3)(4) | | Ava Harter | | | 37,288 | | | (1)(2) | | | * | | | | 11,400 | (4) | | | 48,688 | | | | (1)(2)(4) | | Michael C. McMurray | | | 82,872 | | | (5) | | | * | | | | | (5) | | | | | | | | | Marcio A. Sandri | | | 58,326 | | | (1)(2)(3) | | | * | | | | 18,951 | (4) | | | 77,277 | | | | (1)(2)(3)(4) | | | Daniel T. Smith | | | 68,858 | | | (1)(2)(3) | | | * | | | | 13,200 | (4) | | | 82,058 | | | | (1)(2)(3)(4) | | | Executive officers and directors as a group (19 persons) | | | 1,666,601 | | | (1)(2)(3) | | | 1.5 | % | | | 183,415 | (4) | | | 1,850,016 | | | | (1)(2)(3)(4) | |
| (1) | Includes deferred vested stock over which there is currently no investment or voting power, as follows: Mr. Cordeiro, 1,053; Ms. Elsner, 4,783; Mr. Ferguson, 47,492; Mr. Hake, 49,724; Mr. Lonergan, 28,673; Ms. Mannen, 14,148; Mr. Morris, 33,111; Ms. Nimocks, 19,605; Mr. Williams, 35,194; Mr. Thaman, 328,243; Mr. Gandhi, 4,506; Ms. Harter, 9,721; Mr. Sandri, 7,259; Mr. Smith, 21,655; and all executive officers and directors as a group (19 persons), 613,178.
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| (2) | Includes restricted shares over which there is voting power, but no investment power, as follows: Mr. Thaman, 25,775; Mr. Chambers, 14,514; Mr. Gandhi, 3,875; Ms. Harter, 16,153; Mr. Sandri, 2,125; Mr. Smith, 13,337; and all executive officers and directors as a group (19 persons), 87,403.
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| (3) | Includes shares which are not owned but are unissued shares subject to exercise of options, or which will be subject to exercise of options within 60 days after February 18, 2020, as follows: Mr. Thaman, 278,900; Mr. Chambers, 16,700; Mr. Gandhi 1,025; Mr. Sandri, 30,300; Mr. Smith, 3,775; and all executive officers and directors as a group (19 persons), 346,700.
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| (4) | Includes restricted stock units and deferred unvested restricted stock units over which there is currently no investment or voting power, as follows: Mr. Thaman, 28,500; Mr. Chambers, 53,525; Mr. Gandhi, 11,743; Ms. Harter, 11,400; Mr. Sandri, 18,951; Mr. Smith, 13,200; and all executive officers and directors as a group (19 persons), 183,415.
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| (5) | Mr. McMurray resigned as Chief Financial Officer effective October 23, 2019. As information on Mr. McMurray’s beneficial ownership as of the Record Date was unavailable to the Company, the figure reported is based on information known to the Company as of the effective date of his resignation. All unvested securities related to Owens Corning were forfeited as of Mr. McMurray’s resignation.
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COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE COMPENSATION
Our Performance
In 2019, Owens Corning delivered record revenues, strong adjusted earnings before interest and taxes (“adjusted EBIT”)*, and double-digit operating margins, despite some challenging market conditions. The Company’s performance was driven by solid commercial and operational execution, strong manufacturing productivity, and disciplined cost management across the organization, but was affected by lower market volumes. During the year, we renewed our focus on three key operating priorities – accelerate organic growth, drive improved operating efficiencies, and generate strong free cash flow – which were reflected in our financial results and resource allocation decisions. These priorities, coupled with our market-leading businesses in attractive end markets, innovative products and process technologies, and an enterprise model that creates differentiated value for customers, position the Company for success in 2020. However, 2019 results did not meet our high growth expectations for the year.
As described in this section, we believe compensation should align with and enhance long-term stockholder value. Given our underlyingpay-for-performance philosophy, a significant portion of compensation for our executives is“at-risk” and reflects our business performance. In 2019, this resulted in lower than target payouts for our short-term incentive plans.
Our People
At Owens Corning, our leaders are relentlessly focused ongrowth – growth of our Company, our talent, and our communities. This focus permeates everything we do, including our multi-year journey of talent development that has shaped the leaders we invest in and promote. Our leaders are expected to drive results, build connections, and explore new ideas to enable our growth agenda. They must do this while fostering an environment that encourages inclusion and diversity to enable high performing teams, create a more positive work environment and retain outstanding talent.
We provide you with the with following information concerning the objectives, principles, decisions, material elements, processes, amounts and rationale underlying the compensation of our Named Executive Officers (NEOs). For 2019, our NEOs are:
| | | | | NAME
| | TITLE
| | PERIOD OF EMPLOYMENT
| Brian D. Chambers
| | President and Chief Executive Officer (“CEO”) | | April 2011 - present
July 2000 - August 2007
| Michael H. Thaman
| | Executive Chairman and Former Chief Executive Officer | | August 1992 - present | Prithvi S. Gandhi
| | Vice President, Interim Chief Financial Officer (“CFO”) | | September 2013 - present | Daniel T. Smith
| | Senior Vice President, Chief Growth Officer | | September 2009 - present | Marcio A. Sandri
| | President, Composites | | August 2000 - present | Ava Harter
| | Senior Vice President, General Counsel and Secretary | | May 2015 - present | Michael C. McMurray
| | Former Senior Vice President and Chief Financial Officer | | December 2008 - October 2019 |
Effective April 18, 2019, Brian D. Chambers was elected CEO, succeeding Michael H. Thaman who became Executive Chairman of the Board of Directors. This significant milestone was the successful culmination of a multi-year succession plan to select the best leader to serve as Owens Corning’s next CEO. This was the right time for a leadership change as Owens Corning is a more resilient and diversified generator of cash flow, better able to deliver improved results and generate attractive returns for stockholders through the business cycle.
* Reconciliation and further information for certainnon-GAAP measures may be found for EBIT and adjusted EBIT on pages 24 and 25 of our 2019 Form10-K filed with the SEC on February 19, 2020.
Effective October 23, 2019, Prithvi S. Gandhi was appointed interim CFO, succeeding Michael C. McMurray, while the Company conducts a search. Mr. McMurray resigned from his positions effective October 23, 2019.
Our Stockholder Outreach
We remain committed to transparency andtwo-way communication with our investors so that they understand our executive compensation program, including how it aligns the interests10, 2021, The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, beneficially owned 10,271,489 shares of our executivescommon stock, with thoseshared voting power over 94,009 shares, sole dispositive power over 10,089,065 shares and shared dispositive power over 182,424 shares as of December 31, 2020.
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| (3) | Based solely upon a Schedule 13G/A filed with the SEC on February 11, 2021, Boston Partners, One Beacon Street, 30th Floor, Boston, MA 02108, beneficially owned 7,633,857 shares of our stockholders,common stock, with sole voting power over 6,201,258 shares, shared voting power over 12,572 shares and how it rewards the achievementsole dispositive power over 7,633,857 shares as of our objectives. We also want to understand what our stockholders think about executive compensation.December 31, 2020. To this end, we continued our stockholder outreach program under which we provide consistent, periodic opportunities for our investors to provide their perspectives on our executive compensation and governance programs. This outreach program is distinct from our broader investor relations efforts, which are more focused on the Company’s financial performance. Our governance outreach program currently consists of three main pillars, as displayed below.
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SECURITY OWNERSHIP OF EXECUTIVE OFFICERS AND DIRECTORS The following table contains information, as of February 16, 2021, unless otherwise indicated, about the beneficial ownership of Owens Corning’s common stock by the executive officers and directors as a group and each named executive officer and director, individually, in accordance with Rule 13d-3 under the Exchange Act, as well as ownership of certain other Owens Corning securities. Beneficial ownership is determined in accordance with the rules of the SEC and, except as otherwise indicated by footnote, the number of shares and percentage ownership indicated in the following table is based on 104,926,383 outstanding shares of Owens Corning common stock as of February 16, 2021. Except as indicated by footnote and subject to community property laws where applicable, to our knowledge, the persons named in the table below have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. | | | | | OUTREACH TYPE
| | APPROXIMATE TIMEFRAME
| | PURPOSE
| Proxy Off-Season
| | Fall/Winter
| | Stockholder feedback more broadly on governance, executive compensation, and environmental and social issues
| Proxy Season
| | After filing proxy statement
| | Stockholder feedback on proxy statement and pending proposals
| Post-Annual Meeting
| | Fall
| | Engagement with stockholders to understand their votes at the most recent Annual Meeting of Stockholders
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Since filing our previous proxy statement in March 2019, we carried out two broad communications with investors on governance topics. Our most recent communication in the fall of 2019 reached more than 70 of our top investors collectively holding approximately 80% of our outstanding shares, with the goal of receiving feedback on governance, executive compensation, and environmental and social issues. The Company held meetings with several of the stockholders who were contacted via these outreach efforts. Stockholder feedback has been positive with regard to the Company’s executive compensation program design and performance criteria, which has been directly influenced by these outreach meetings.
Additionally, at our 2019 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). Approximately 93% of the votes cast approved the NEOs’ compensation. Owens Corning considers stockholder feedback as it shapes its governance and executive compensation programs and policies, as well as its disclosures. Recent examples of disclosures added after conducting stockholder outreach include a Board of Directors Skill Matrix and additional information on environmental and social initiatives, both of which have been incorporated into the Company’s Proxy Statement.
2019 Executive Compensation Program
Considering the effectiveness of our programs and strong stockholder support, as evidenced by theSay-on-Pay vote outcome at our most recent Annual Meeting of Stockholders, the Board’s Compensation Committee (the “Committee”) generally maintained the same program design for 2019. The following table summarizes the major elements of our executive compensation plans:
| | | | | | | | | | | PAY
ELEMENT
| | FORM | | METRIC | | | | PERFORMANCE
PERIOD | | OBJECTIVE | Base Salary | | Cash
| | N/A
| | | | N/A
| | Provide a base level of compensation sufficient to attract, retain and motivate executives
| Annual
Incentive Award
| | Cash
| | 75% Corporate performance:
• 40% Owens Corning adjusted EBIT
• 20% Composites EBIT
• 20% Insulation EBIT
• 20% Roofing EBIT
| | | | 1 year
| | Motivate executives to meet and exceed Company and business financial goals as well as individual performance objectives
| | | | 25% Individual performance
| | | | | Long-Term
Incentive
Award
| | Restricted Stock Units (40%)
| | N/A
| | | | 4 years
| | Provide equity-based compensation opportunities that align the interests of executives and stockholders
| | PSUs (TSR) (25%)
| | Performance Share Units (PSUs) based on total shareholder return (TSR) relative to companies that make up the Dow Jones Construction and Materials index
| | | | 3 years
| | PSUs (ROC) (35%)
| | PSUs based on return on capital metric (ROC)
| | | | 3 years
|
Additional details and rationale for 2019 compensation decisions are provided in later discussion in this Compensation Discussion and Analysis.
How We Make Compensation Decisions
Our Executive Compensation Philosophy
The Committee believes that executive compensation opportunities should align with and enhance long-term stockholder value. This core philosophy is embedded in all aspects of our executive compensation program and is reflected in our guiding principles. We believe that the application of these principles enables us to create a meaningful link between compensation outcomes and long-term, sustainable value for our stockholders.
Guiding Principles
| | | | | PAY FOR PERFORMANCE | | STOCKHOLDER ALIGNMENT | | LONG-TERM FOCUS | A substantial majority of pay is variable, contingent and directly linked to Company and individual performance.
| | The financial interests of executives are aligned with the long-term interests of our stockholders through stock-based compensation and performance metrics that correlate with long-term stockholder value.
| | For our NEOs, long-term stock-based compensation opportunities will significantly outweigh short-term cash-based opportunities. Annual objectives align to 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 Owens Corning’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 will fall below market median levels.
| | Feedback from stockholders is solicited and factored into the design of our compensation program. Clear design enables ease of communication for all stakeholders.
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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 and approving executive compensation plans and programs;
Assessing input from Owens Corning’s stockholders regarding executive compensation decisions and policies;
Reviewing and approving incentive plan metrics and targets;
Assessing Owens Corning and each NEO’s performance relative to these metrics and targets;
Evaluating the competitiveness of total compensation for the CEO and the other NEOs; and
Approving changes to each NEO’s compensation, including base salary and annual and long-term incentive opportunities and awards.
The Chief Human Resources Officer and the independent compensation consultant assist the Committee with these tasks. The Committee’s charter, which sets out the Committee’s responsibilities, can be found on our website at: http://www.owenscorning.com.
Role of the Compensation Consultant
The Committee retained the services of Meridian Compensation Partners, LLC (“Meridian” or the “Consultant”) to serve as its executive compensation consultant for 2019. 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 2019, the Consultant attended all of our Committee meetings.
The Committee reviewed the qualifications and assessed the independence of the Consultant during 2019. The Committee also considered and assessed all relevant factors, including those required by the SEC and the New York Stock Exchange, 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. Meridian does not perform other services for or receive other fees from Owens Corning. 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.
Competitive Positioning
Peer Group
The Committee utilizes a peer group of 14 companies when assessing the competitiveness of executive compensation and the appropriateness of compensation program design. These companies are either in the building materials industry, serve related markets, or use manufacturing processes similar to Owens Corning, and have size (measured in annual sales, market capitalization or number of employees) or complexity comparable to Owens Corning. This peer group is reviewed regularly by the Committee to ensure the relevance of the companies to which we compare ourselves.
The peer group for 2019 compensation decisions was comprised of the following companies:
| | | A.O. Smith Corporation
| | Masco Corporation | Ball Corporation
| | Mohawk Industries, Inc. | Celanese Corporation
| | O-I Glass, Inc. | Eastman Chemical Company
| | PPG Industries, Inc. | Fortune Brands Home & Security, Inc.
| | RPM International, Inc. | Lennox International Inc.
| | The Sherwin-Williams Company | Louisiana-Pacific Corporation
| | Stanley Black & Decker, Inc. |
In 2019, the Committee removed USG Corporation, which was acquired by Knauf KG, from the peer group. The Committee believes that the remaining peers continue to maintain a balance between company size/revenue, industry, global scope, manufacturing footprint, and presence in our market for executive talent.
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. Owens Corning 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.
Market Median Compensation
To help ensure that our compensation program is appropriately competitive, the Committee believes the target opportunity of each key compensation element (base salary, annual incentive, and long-term incentive) should generally align with market median practices. As such, the compensation opportunities, when granted, correspond to the market median practices of peer companies with additional performance criteria that awards significant value only when the Company outperforms the targets set by the Committee.
Individual pay opportunities may fall above or below these targets based on the executive’s performance and the Committee’s discretion. In exercising its discretion, the Committee considers Company and individual performance, time in job and experience, job scope, retention risk and any other factors that it determines to be relevant and consistent with program objectives and stockholder interests.
How We Structure Our Compensation
Principal Elements of Compensation
The following principal elements make up our NEOs’ compensation program:
| | | | | | | | | 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
|
Cash Compensation
Base Salary
To help Owens Corning attract, retain and motivate the most qualified executive talent, we provide executive base salaries generally targeted at the median of competitive market practices. Each year, the Committee reviews recommendations from the CEO regarding base salary adjustments for his direct reports, including the other NEOs. The Committee has discretion to modify or approve the CEO���s base salary recommendations and the CEO does not participate in the Committee’s determination of his own base salary. 2019 base salary increases were driven by job scope and responsibilities, experience, tenure, individual performance, retention risk, gaps to market median pay practices and internal pay equity (individual NEO decisions discussed below).
Annual Incentive
Annual incentives are delivered through the annual Corporate Incentive Plan (CIP). Funding under the 2019 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 measures. Award amounts for each component may be earned from 0% to 200% of targeted levels, based upon performance. The overall corporate component is earned based upon the achievement ofpre-determined financial goals as described below. Awards are paid in the form of alump-sum cash payment.
The individual component (25% of the target award) is funded at maximum if the Company is profitable, with actual award amounts being reduced from maximum based upon a discretionary assessment of individual performance by the Committee. 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 amounts.
At the beginning of each year, the Committee selects the overall corporate performance objectives, or funding criteria, that are used to determine the funding of the corporate performance component (75% of the target award) for the annual CIP. For 2019, the Committee selected specific levels of adjusted EBIT as the performance metric based on the view that total shareholder return can be produced through sustained earnings growth, which Owens Corning measures through adjusted EBIT performance. Earnings metrics are the most prevalent annual incentive metrics amongst Owens Corning peers. Because of the importance of driving profitable growth, adjusted EBIT is weighted at 75% within the annual incentive payout. Owens Corning adjusted EBIT goals determine 40% of overall corporate funding, and performance of the Composites, Insulation, and Roofing businesses against their respective EBIT goals each contribute 20% to overall corporate funding.
Funding for each of the corporate components of the CIP can independently range, based on consolidated or business performance, from Threshold performance (0% CIP funding), to Target performance (100% CIP funding), to Maximum performance (200% CIP funding). For consolidated or business performance falling between the performance levels, CIP funding would fall proportionately between the corresponding funding levels. For example, for performance fallingtwo-thirds of the way between Threshold performance and Target performance, the resulting CIP funding would falltwo-thirds of the way between Threshold funding and Target funding. This straight-line mathematical interpolation is performed separately for Owens Corning, Composites, Insulation, and Roofing adjusted EBIT performance and the results are aggregated by applying a 40% weight to consolidated funding and 20% weight to the funding of each business.
When establishing 2019 Threshold, Target and Maximum CIP performance requirements, the Committee used a variety of guiding principles, including:
Target performance levels generally correspond with the results and the business objectives called for in the Board-reviewed operations plan (a comprehensive strategic business plan for the Company) for the year. Whether the Target performance level can be attained is a function of the degree of difficulty associated with the operations plan.
Threshold performance levels will be set at the minimum level of acceptable performance, with minimum acceptable performance yielding below market compensation. CIP performance levels between Threshold and Target are intended to compensate participants below the targeted median, which the Committee believes is appropriate for a performance-based incentive plan.
The Maximum performance level is also determined based on the Committee’s view of the degree of difficulty of the operations plan–the more difficult the operating plan and, therefore, the Target performance level, is to achieve, the less incremental performance (above Target performance) is required to reach the Maximum.
The Maximum performance level will be set so that it is difficult to achieve and would deliver clear outperformance compared to the operating plan, with the mindset that Maximum performance significantly benefits the Company’s stockholders and warrants CIP funding at or near Maximum.
CIP awards between Target and Maximum should reflect a level of performance that distinguishes the Company and its leaders, and translates into increased stockholder value.
The Committee retains discretion to reduce awards or not pay CIP compensation 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 for material transactions, the Committee may exclude the impact of a divestiture/acquisition (for example, not allow the additional EBIT of an acquired business to fund the CIP), or may include the impact of the acquisition (for example, include the acquired business’ EBIT after increasing the performance levels required to fund the CIP), it being the Committee’s intent to avoid funding windfalls and reward acquisition synergy capture.
Individual performance goals for the CEO are established and approved at the beginning of each 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 based on the recommendations of the CEO and its discretion, all subject to overall CIP funding levels.
Long-Term Incentive
We believe long-term incentive opportunities should align NEO behaviors and results with key enterprise drivers and the interests of stockholders over an extended period. Our long-term incentive program (“LTI”) is an equity-based program that historically has used a combination of Restricted Stock, Restricted Stock Units, Stock Options and Performance Share Units. Performance Share Units use overlapping three-year performance cycles, with a new three-year cycle beginning each year. Stock Option grants were eliminated in 2015 and replaced with Performance Share Units which vest based uponpre-established adjusted return on capital metrics. For 2019 NEO awards, the mix of LTI vehicles was maintained as follows:
Mix of LTI Equity Vehicles
Restricted Stock Units generally vest at a rate of 25% per year over a four-year period. Our Return on Capital-based Performance Share Units (“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 total shareholder return-based Performance Share Units (“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 Dow Jones Construction and Materials Index (the “Index”). The aggregate LTI award’s total value is allocated 40% to Restricted Stock Units, 35% to ROC PSUs, and 25% to TSR PSUs, and then each allocation is divided by the grant date stock price to determine the number of Restricted Stock Units and target Performance Share Units that are granted.
Performance Share Units – Return on Capital
The ROC PSUs granted in 2019 will fund from 0% to 200% based upon annual adjusted return on capital achieved during the three-year performance period, from 2019 through 2021. 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 plus fresh start depletion and amortization less adjusted taxes, divided by the sum of average net fixed assets, average working capital, goodwill and intangible assets, less fresh start land and alloy adjustments. This formula removes the impact of fresh start accounting and 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 2019-2021 performance cycle, threshold performance, which would provide for 50% funding, was set at 7.5% 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 12% adjusted return on capital. Maximum performance, which would provide for 200% funding, was set at 14% 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.
Performance Share Units – Total Shareholder Return
For the 2019-2021 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 Index as of the beginning of the performance period. The Index comparator group was selected as a peer group that is specific to our industry and aligned to our markets and global exposure.
Threshold funding (0% payout) for the TSR PSUs applies up to the 25th percentile of the Index. Target funding (100% payout) is achieved at the 50th percentile. Maximum funding (200% payout) is earned at and above the 75th percentile. Payout is interpolated 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 chart depicts the payout opportunity for the 2019 TSR PSU award:
Emphasis on Variable Pay
Our CEO and our NEOs have substantial “pay at risk,” with 84% of our CEO’s and 69% of our NEOs’ target compensation being tied to annual and long-term incentives (versus base salaries). Actual annual incentives and long-term incentive awards are subject to the achievement ofpre-established performance requirements and designed to align to stockholder value. Base salary and other fixed elements of compensation are essential to any compensation program and enable the recruitment and retention of top talent. However, we believe that variable compensation for our most senior executives should significantly outweigh base salaries.
Our 2019 NEO compensation reflects this philosophy. The following charts illustrate the target pay mix for our CEO and other NEOs for 2019. Note the significant portion of compensation that isat-risk and performance-based. For the purpose of this summary, the CEO pay mix is illustrated as Mr. Chambers’ annualized compensation opportunity as CEO. Mr. Thaman’s compensation and Mr. McMurray’s compensation are not included.
How We Assess Performance
Goal Setting
Annually, the Committee establishes financial, strategic and operational goals for the CEO related to three broad constituencies: stockholders, customers and employees. The CEO’s goals are generally based upon the Company’s operations plan, which is reviewed by the Board. For 2019, the CEO’s individual goals were qualitative in nature as described below and are reflective of the transition between Mr. Thaman and Mr. Chambers.
Stockholder goals may include specific measurements of profitability, cash flow, capital efficiency, expense management, and outcomes related to environmental, social and governance considerations. Customer goals include new sources of revenue, geographic expansion, customer channel expansion and new product development. Individual goals include succession planning for key roles, improved workplace safety, improved leadership inclusion and diversity, and validation of program efficacy through external recognition.
We also believe it is important to embed compliance and risk management in all our business processes, including objective setting. The framework adopted by the Committee considers compliance and risk management objectives in evaluating overall performance.
CEO Performance Assessment
In December of each year, the CEO prepares a self-review, discussing the progress made toward each of his individual goals, as well as the Company’s overall financial and operating performance. Eachnon-management director participates in an evaluation of CEO performance. The Lead Independent Director, in conjunction with the Compensation Committee Chairman, led the Board’s assessment of Mr. Chambers’ and Mr. Thaman’s performance for their respective tenure as CEO. The following table summarizes Mr. Chambers’ goals and achievements for 2019:
| | | OBJECTIVE
| | RESULT
| Safety
| Continuous improvement in safety performance
| | Industry-leading safety performance was achieved, despite a slightly higher injury rate in 2019 versus 2018. Second half performance was strong and creates momentum going into 2020. New training and initiatives implemented to focus on reducing severe injuries.
| Financial Performance
| Deliver EBIT and top line growth consistent with the internal business plan and investor expectations for earnings and cash flow; demonstrate operational flexibility and strong operating margins.
| | Owens Corning delivered record revenues and double-digit operating margins. Adjusted EBIT fell short of expectations. Cash conversion exceeded expectations and productivity gains and strong cost controls helped to offset the impact of softer markets.
| Growth
| Deliver on key organic and inorganic growth initiatives and further develop leadership capabilities for growth
| | Delivered on organic growth expectations through strong execution against focused growth initiatives and continued progress on the integration of Paroc.
| Talent
| Execute on talent development and succession plans
| | Seamlessly transitioned to CEO, advanced our succession pipeline, retained top talent and strengthened leadership capabilities for growth through focused development initiatives.
| Balance Sheet
| Maintain investment-grade rating, disciplined cash deployment and good debt financing
| | Maintained an investment-grade balance sheet as recognized by an upgraded credit rating. Issued the first green bond by a U.S. industrial company, reinforcing our commitment to sustainability.
| Board Development
| Enable Board oversight of growth initiatives and talent strategies
| | Effectively assumed the primary role in connecting the Board with the Company, with an emphasis on corporate strategy, risk management, talent development and key growth initiatives.
|
The following table summarizes Mr. Thaman’s goals and achievements during his tenure as CEO in 2019:
| | | OBJECTIVE
| | RESULT
| CEO Transition
| Execute CEO transition plan
| | Excellent CEO succession that was well-received by stakeholders.
| Financial Performance
| Deliver EBIT and top line growth consistent with the internal business plan and investor expectations for earnings and cash flow; demonstrate operational flexibility and strong operating margins.
| | Owens Corning delivered record revenues and double-digit operating margins. Adjusted EBIT fell short of expectations. Cash conversion exceeded expectations and productivity gains and strong cost controls helped to offset the impact of softer markets.
| Board Development
| Enable strong, diverse Board composition and transition of Board leadership
| | Recruited and onboarded a new diverse Director; supported Board leadership discussions and facilitated transition.
|
Details Regarding 2019 Pay Decisions for Named Executive Officers
In this section, we review and explain the specific 2019 compensation decisions for each of our NEOs.
Corporate Incentive Plan
For 2019, CIP funding for corporate performance was based upon adjusted EBIT. Target performance for the consolidated metric was set at $915 million for 2019, which represents an improvement over actual 2018 adjusted EBIT of $861 million. The funding targets and outcomes were as follows (dollars displayed in millions):
| | | | | | | | | | | | | | | | | | | | | | CIP METRIC | | THRESHOLD (0% Funding) | | | TARGET (100% Funding) | | | MAXIMUM (200% Funding) | | | 2019 ACTUAL | | | FUNDING | | WEIGHT | | | | | | | | | | | | | | | | | | | Consolidated Adjusted EBIT | | $ | 765 | | | $ | 915 | | | $ | 1,015 | | | $ | 828 | | | 42% | | 40% | | | | | | | | | | | | | | | | | | | Composites EBIT | | $ | 225 | | | $ | 260 | | | $ | 295 | | | $ | 247 | | | 63% | | 20% | | | | | | | | | | | | | | | | | | | Insulation EBIT | | $ | 245 | | | $ | 320 | | | $ | 370 | | | $ | 230 | | | 0% | | 20% | | | | | | | | | | | | | | | | | | | Roofing EBIT | | $ | 380 | | | $ | 480 | | | $ | 555 | | | $ | 455 | | | 75% | | 20% | | | | | | | | | | | | | | | | | | | | | | | | | | TOTAL FUNDING | | | 44% | | |
The NEOs’ maximum awards for the individual performance component (weighted at 25%) of the CIP are described below and are subject to downward discretion by the Committee based upon its assessment of the individual performance of each NEO for 2019. 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 each CEO’s individual award based upon its assessment of each CEO’s performance during the time in role. 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. Mr. Thaman was not eligible for CIP during his tenure as Executive Chairman. His compensation as Executive Chairman is described below. When assessing individual performance, the considerations by the CEO and the Committee included those referenced above when determining base salary, as well as a comparison among the NEOs to determine their relative contributions to the Company’s business results, with the goal to differentiate awards based on performance. The Committee received recommendations from the CEO, assessed his performance evaluation for each of the other NEOs and applied its judgment consistent with the factors described above to review and approve the CIP payouts for each
NEO for 2019. The table below summarizes each NEO’s maximum and actual corporate component and maximum and actual individual component payout under the CIP for 2019:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | CORPORATE PERFORMANCE
(75% Weighting) | | | INDIVIDUAL PERFORMANCE
(25% Weighting) | | TARGET CIP | | MAX
OPPORTUNITY
@ 200% | | | ACTUAL
FUNDING
@ 44% | | | MAX
OPPORTUNITY
@ 200% | | | ACTUAL
INDIVIDUAL
AWARD | | | TOTAL
2019 CIP
AWARD | | Chambers | | 80%/125%* | | $ | 1,600,387 | | | $ | 352,085 | | | $ | 533,462 | | | $ | 346,751 | | | $ | 698,836 | | | | | | | | | | | | | | | | | | | | | | | Thaman (while CEO) | | 125% | | $ | 645,848 | | | $ | 142,087 | | | $ | 215,283 | | | $ | 139,934 | | | $ | 282,020 | | | | | | | | | | | | | | | | | | | | | | | Gandhi | | 45% | | $ | 247,831 | | | $ | 54,522 | | | $ | 82,610 | | | $ | 53,697 | | | $ | 108,219 | | | | | | | | | | | | | | | | | | | | | | | Smith | | 70% | | $ | 609,000 | | | $ | 133,980 | | | $ | 203,000 | | | $ | 142,100 | | | $ | 276,080 | | | | | | | | | | | | | | | | | | | | | | | Sandri | | 75% | | $ | 585,000 | | | $ | 128,700 | | | $ | 195,000 | | | $ | 146,250 | | | $ | 274,950 | | | | | | | | | | | | | | | | | | | | | | | Harter | | 70% | | $ | 551,250 | | | $ | 121,275 | | | $ | 183,750 | | | $ | 128,625 | | | $ | 249,900 | | | | | | | | | | | | | | | | | | | | | | | McMurray** | | 80% | | $ | 798,000 | | | | N/A | | | $ | 266,000 | | | | N/A | | | | N/A | | | | | | | | | | | | | | | | | | | | | | |
*CIP Target during tenure as COO/CEO during 2019
**Mr. McMurray was not eligible for a CIP payout for 2019
Long-Term Incentive Plan
The value of actual 2019 LTI grants for the NEOs versus prior year grants are described below. To determine the 2019 grant levels, the Committee considered a variety of factors including individual performance, prior year awards, market median LTI award levels, total compensation versus market median, and the Company’s year-over-year improvement in performance from 2018 to 2019. The stock price on the grant date was used to value all LTIP grants. The actual accounting charge for these awards is determined under ASC Topic 718 and may be more or less than the standardized value Owens Corning uses internally for grant size determination.
| | | | | | | | | | | | 2018 LTI AWARD | | | 2019 LTI AWARD | | Chambers | | $ | 1,150,000 | | | $ | 4,140,000 | | Thaman | | $ | 6,500,000 | | | $ | 2,000,000 | | Gandhi | | $ | 350,000 | | | $ | 325,000 | | Smith | | $ | 1,100,000 | | | $ | 1,100,000 | | Sandri | | $ | 430,000 | | | $ | 900,000 | | Harter | | $ | 850,000 | | | $ | 900,000 | | McMurray | | $ | 1,400,000 | | | $ | 1,450,000 | |
Upon Mr. McMurray’s resignation, 100% of his 2019 LTI award was forfeited, as well as the unvested portion of awards granted in prior years.
For the 2017-2019 LTI performance cycle, funding criteria for the performance share units were based on the Company’s: (1) adjusted Return on Capital performance and (2) Total Shareholder Return relative to constituents of the former S&P Building and Construction Select Industry Index. Owens Corning’s adjusted Return on Capital performance resulted in a payout of 160% of target. As noted above, adjusted Return on Capital reflects adjustments for the impact of fresh start accounting as well as material transactions, accruals or charges as approved by the Committee. With regard to the Total Shareholder Return metric, Owens Corning’s stock performed at the 54th percentile versus companies in the Index, resulting in 116% funding. The value of the 2017-2019 LTI grant is included below in the 2019 Option Exercises and Stock Vested Table.
Compensation Related to CEO and CFO Transition
As disclosed on Form8-K, Mr. Chambers’ base pay was adjusted to $1,035,000 and his CIP target was adjusted to 125% upon his promotion to CEO. Mr. Chambers’ total CIP target is a weighted average of 80% of his base pay rate as COO and 125% of his base pay rate as CEO, weighted according to the amount of time he spent in each role during 2019. The table above reflects the result of this proration. In addition, in 2019 Mr. Chambers was awarded a long-term incentive award valued at $4,140,000, which is elevated from his prior award level due to his announced succession to the position of CEO.
Also, as disclosed on Form8-K, Mr. Thaman’s base pay was adjusted to $875,000 upon his transition to Executive Chairman. Mr. Thaman’s CIP target for 2019 was equal to 125% of his base pay rate as CEO for the proportion of time he spent in that role in 2019. The table above reflects the result of this proration. In lieu of continued participation in the annual CIP following his transition to Executive Chairman, he instead is eligible for a bonus equal to 100% of base salary based on the Committee and Lead Independent Director’s twelve-month assessment of Mr. Thaman’s impact on the success of the Company’s new CEO. In addition, in 2019 Mr. Thaman was awarded a restricted stock unit award valued as $2,000,000, which is proportional to the time he spent as CEO during 2019 and will vest 25% per year over four years.
During 2019, Mr. Gandhi received a retention award of Restricted Stock Units valued at $200,000 with three-year cliff vesting, which is reflected in the Summary Compensation Table. Upon appointment to Interim CFO Mr. Gandhi’s compensation structure was not changed, and instead he was granted a cash bonus of $150,000 which will be paid at the time a CFO is named, and an additional grant of Restricted Stock Units valued at $200,000 as of February 5, 2020, which will vest 50% on February 5, 2021 and 50% on February 5, 2022.
CEO and Other NEO Total Direct Compensation Decisions
The following tables summarize the Committee’s decisions for the 2019 performance year. Unlike the 2019 Summary Compensation Table, which includes the long-term incentive awards granted in calendar year 2019, Total Direct Compensation shown in the following table instead includes long-term incentive awards granted in February 2020, which reflects an assessment of 2019 performance. The 2020 grant of performance share units includes a new metric related to achievement of free cash flow objectives, in addition to continued use of total shareholder return and return on capital metrics. This table should not be viewed as a replacement for the 2019 Summary Compensation Table or other compensation tables set forth below, as details of 2020 long-term incentive awards are not material to understanding compensation that was delivered in 2019.
Brian D. Chambers, President and Chief Executive Officer
| | | | | COMPENSATION ELEMENT
| | | 2019 | | 2019 Base Salary (effective April 18, 2019)
| | $ | 1,035,000 | | 2019 Annual Incentive (CIP paid in 2020)
| | $ | 698,836 | | 2020 Grant of Restricted Stock Units
| | $ | 1,900,000 | | 2020 Grant of Performance Share Units
| | $ | 2,850,000 | | Total Direct Compensation
| | $ | 6,483,836 | |
Michael H. Thaman, Executive Chairman and Former Chief Executive Officer
| | | | | COMPENSATION ELEMENT
| | | 2019 | | 2019 Base Salary (effective April 18, 2019)
| | $ | 875,000 | | 2019 Annual Incentive (CIP paid in 2020)
| | $ | 282,020 | | 2020 Grant of Restricted Stock Units
| | $ | — | | 2020 Grant of Performance Share Units
| | $ | — | | Total Direct Compensation
| | $ | 1,157,020 | |
2019 Other NEO Total Direct Compensation
| | | | | | | | | | | | | | | | | | COMPENSATION ELEMENT | | GANDHI | | | SMITH | | | SANDRI | | | HARTER | | 2019 Base Salary | | $ | 367,156 | | | $ | 580,000 | | | $ | 520,000 | | | $ | 525,000 | | 2019 Annual Incentive (CIP paid in 2020) | | $ | 108,219 | | | $ | 276,080 | | | $ | 274,950 | | | $ | 249,900 | | 2020 Grant of Restricted Stock Units | | $ | 200,000 | | | $ | 440,000 | | | $ | 400,000 | | | $ | 400,000 | | 2020 Grant of Performance Share Units | | $ | 200,000 | | | $ | 660,000 | | | $ | 600,000 | | | $ | 600,000 | | Total Direct Compensation | | $ | 875,375 | | | $ | 1,956,080 | | | $ | 1,794,950 | | | $ | 1,774,900 | |
Prithvi S. Gandhi, Vice President, Interim Chief Financial Officer (“CFO”)
Key 2019 measurement criteria for Mr. Gandhi included:
Effective capital allocation and access to capital markets;
Balance sheet management, capital adequacy, cash flow conversion, forecasting and external guidance;
Successful identification and execution of organic and inorganic growth opportunities;
Talent development, retention and succession management;
Effective financial controls and systems.
As a result of his assessment of Mr. Gandhi’s performance, Mr. Chambers recommended the Committee approve a payout of 66% of Target under the annual CIP for him. This is comprised of 44% funding for the corporate component of the award opportunity and 130% funding of the individual component. The Committee approved this award of $108,219. In addition, the Committee approved an aggregate long-term incentive award of $400,000, granted in February 2020.
Daniel T. Smith, as Senior Vice President, Organization and Administration
Key 2019 measurement criteria for Mr. Smith included:
Growth management system design, resourcing and execution;
Organization design optimizing overall structure including acquisition integrations;
Talent management, retention and development of key leadership roles, and succession planning;
Emphasis and progress on diversity objectives.
As a result of his assessment of Mr. Smith’s performance, Mr. Chambers recommended the Committee approve a payout of 68% of Target under the annual CIP for him. This is comprised of 44% funding for the corporate component of the award opportunity and 140% funding of the individual component. The Committee approved this award of $276,080. In addition, the Committee approved an aggregate long-term incentive award of $1,100,000, granted in February 2020.
Marcio A. Sandri, President, Composites
Key 2019 measurement criteria for Mr. Sandri included:
Improvement in safety performance for the Composites business;
Deliver financial results for the Composites business;
Talent development and succession management;
Manufacturing excellence; and
Execution of commercial growth initiatives
As a result of his assessment of Mr. Sandri’s performance, Mr. Chambers recommended the Committee approve a 71% payout under the annual CIP for him. This is comprised of 44% funding for the corporate component of the award opportunity and 150% funding of the individual component. The Committee approved this award of $274,950. In addition, the Committee approved an aggregate long-term incentive award of $1,000,000, granted in February 2020.
Ava Harter, Senior Vice President, General Counsel and Secretary
Key 2019 measurement criteria for Ms. Harter included:
Enable growth initiatives and manage enterprise risk as a trusted business partner;
Successful execution of intellectual property strategies and protections;
Continued evolution of corporate governance structure and processes;
Talent development and succession management;
Maintain a strong ethical corporate culture.
As a result of his assessment of Ms. Harter’s performance, Mr. Chambers recommended the Committee approve a 68% payout under the annual CIP for her. This is comprised of 44% funding for the corporate component of the award opportunity and 140% funding of the individual component. The Committee approved this award of $249,900. In addition, the Committee approved an aggregate long-term incentive award of $1,000,000, granted in February 2020.
Additional Compensation Practices
Stock Ownership Guidelines and Holding Requirements
Stock ownership guidelines for our officers and directors are designed to closely link their interests with those of our stockholders. These stock ownership guidelines provide that the CEO must own stock with a value of six times his base salary and each other NEO must own stock with a value of three times his or her base salary, excluding individuals in interim positions. All outside directors with more than three years of tenure on the Board hold stock in excess of the ownership guidelines applicable to our directors. Outside directors are required to own shares with a value of five times the maximum annual cash retainer. As of the date of this Proxy Statement, all NEOs hold stock in excess of the applicable ownership guidelines. For further details on actual ownership, please refer to the Security Ownership of Certain Beneficial Owners and Management table provided earlier in this Proxy Statement.
Compensation-Based Risk Assessment
The Committee believes that although the majority of compensation provided to the NEOs is performance-based, our compensation programs for all employees do not encourage behaviors that pose a material risk to the Company. The design of our employee compensation programs encourages balanced focus on both the short-term and the long-term operational and financial goals of the Company. The Company reviewed the risks associated with its global compensation program and reviewed the results with the Committee during 2019. As a result, the Committee continues to believe that there are no risks arising from employee compensation programs that are reasonably likely to have a material adverse effect on the Company.
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 restricted stock units and performance share units are granted on the date of the Committee’s annual first quarter meeting. The Company may also grant equity awards to newly-hired or promoted executives, effective on the start or promotion date.
Perquisites
The NEOs participate in the same health care and other employee benefit programs that are generally available for all salaried employees. The Committee has eliminated executive perquisites.
Deferred Compensation Plan
The Company maintains a nonqualified deferred compensation plan under which certain employees, including the NEOs, are permitted to defer receipt of some or all of their base salary and cash incentive awards under the CIP. Deferred amounts are credited with earnings or losses based on the rate of return of specified mutual funds and/or Owens Corning stock. The deferred compensation plan is not funded, and participants have an unsecured commitment from the Company to pay the amounts due under the plan. When such payments become distributable, the cash will be distributed from general assets.
The Company also provides a 401(k) Restoration Match to restore benefits that are limited in the qualified 401(k) Savings Plan due to IRS rules. The benefit is calculated as the Company contribution the employee would have received absent IRS pay limits and nonqualified deferrals, less the actual Company contribution to the 401(k) Savings Plan. Eligible participants must be employed at the end of the calendar year to receive this benefit, which is added to unfunded deferred compensation accounts annually and administered to comply with Section 409A of the Internal Revenue Code.
In addition, certain employees, including NEOs, may voluntarily defer receipt of some or all of their stock-based awards granted under the LTI program.
We provide the opportunity to defer compensation in an effort to maximize the tax efficiency of our compensation program. We believe that this benefit, along with the 401(k) Restoration Match, is an important retention and recruitment tool as many of the companies with which we compete for executive talent provide similar plans to their executive employees.
Post-Termination Compensation
We have entered into severance agreements with our Vice Presidents, including the NEOs. 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 a24-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 orChange-in-Control.”
Tax Deductibility of Pay
Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”), generally places a limit of $1 million on the amount of compensation we may deduct in any one year with respect to any covered
employee under Section 162(m). The historic exception to the $1 million limitation for performance-based compensation meeting certain requirements was eliminated in recent changes to the Tax Code, subject to certain grandfathering for arrangements in place prior to November 2, 2017.
Grants of Performance Share Units and stock options prior to November 2, 2017 were designed and intended to potentially qualify as performance-based compensation so that they might be tax deductible. Restricted stock that is subject only to time-based vesting was not generally considered performance-based under Section 162(m) of the Tax Code.
The Committee retains the flexibility to award compensation that is consistent with our objectives and philosophy even if it does not qualify for a tax deduction. The Committee believes that the tax deduction limitation should not be permitted to compromise our ability to design and maintain executive compensation arrangements that will attract and retain executive talent. Moreover, even if the Committee intended to grant compensation that qualifies as performance-based compensation for purposes of Section 162(m) of the Tax Code, we cannot guarantee that such compensation will so qualify or ultimately is or will be deductible.
Disclosure of Specific Incentive Targets
With respect to both the CIP and LTI, detail on the specific financial performance targets under these criteria for performance periods completed during the reporting period has been disclosed above. However, certain performance targets for ongoing and future performance periods are not disclosed because they are substantially based on the prospective strategic plans and corporate objectives of the Company, and disclosure of these prospective specific performance targets is not material to an understanding of our NEO compensation for 2019. Such performance goals do not have a material impact on the compensation actually received in, or attributable to, the 2019 reported period. As described above, and as evidenced by the targets and outcomes described for the completed performance periods for the incentive compensation plans, the performance targets selected have a degree of difficulty which the Committee considers to be challenging but achievable. The Committee establishes the goals at the beginning of the performance period at levels that reflect our internal, confidential operations plan. These goals are within the ranges of what we have publicly disclosed for completed performance periods, and accordingly require a high level of financial performance in the context of the current business climate and over the performance periods to be achieved.
Compensation Governance Practices
We consider it to be good governance to monitor the evolution of compensation best practices. Some of the most important practices incorporated into our program include the following:
Review of Pay versus Performance. The Committee continually 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 ensure that stockholders are appropriately benefiting from performance outcomes.
Clawback of Compensation. If the Board of Directors determines that an Executive Officer has engaged in fraud, willful misconduct, a violation of Company policy, or an error was committed, that caused or otherwise contributed to the need for a material restatement of the Company’s financial results, the Committee will review all performance-based compensation, including cash incentive awards and all forms of equity-based compensation, awarded to or earned by Executive Officers during the respective fiscal periods affected by the restatement. If the Committee determines that performance-based compensation would have been materially lower if it had been based on the restated results, the Committee may seek recoupment from Executive Officers as it deems appropriate based on a consideration of the facts and circumstances and applicable laws and policies.
Meaningful Stock Ownership Guidelines. Our stock ownership requirements are rigorous: six times base salary for the CEO, three times base salary for other NEOs, and five times maximum annual cash retainer for Board members.
No Hedging. Owens Corning has adopted a “Policy Prohibiting Hedging or Pledging Owens Corning Securities.” Pursuant to this Policy,non-employee directors, officers, company insiders and all other employees who hold Owens Corning common stock as a result of their participation in the Owens Corning Stock Plan are prohibited from engaging in any transaction in which they profit if the value of Owens Corning common stock falls. This includes trading and/or entering into hedging transactions at any time in publicly traded options, puts, calls, straddles, strips or any other securities derived from or relating to Owens Corning securities.
No Pledging. Directors and NEOs, as well as all officers of the Company, are prohibited from pledging Company securities as collateral for a loan or holding Company securities in a margin account.
No Repricing Without Stockholder Approval. Stock option exercise prices are set to equal the grant date market price and may not be reduced or replaced with stock options with a lower exercise price without stockholder approval.
Market-Competitive Retirement Programs. We eliminated defined benefit pension benefits for 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.
Restrictive Covenants. Our NEOs must adhere to restrictive covenants upon separation from Owens Corning, includingnon-compete,non-solicitation andnon-disclosure obligations.
No Excise TaxGross-Ups. Parachute excise tax reimbursements andgross-ups will not be provided in the event of achange-in-control.
Review of Compensation Peer Group. Our compensation peer group is reviewed regularly by the Committee and adjusted, when necessary, to 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 ofbest-in-class governance practices.
Stockholder Outreach. We regularly solicit feedback from our stockholders on our executive compensation programs and corporate governance, and in corporate such feedback into our compensation structure going forward.
COMPENSATION COMMITTEE REPORT
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis appearing in this Proxy Statement with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form10-K for the year ended December 31, 2019.
By the Compensation Committee:
Edward F. Lonergan, Chairman
| | | | | | | | | | | | | | | | | DIRECTORS AND EXECUTIVE OFFICERS | | BENEFICIAL OWNERSHIP OF COMMON STOCK | | | PERCENT OF CLASS | | | OWNERSHIP OF OTHER SECURITIES | | | TOTAL OWNERSHIP OF COMMON STOCK AND OTHER SECURITIES(5) | | Eduardo Cordeiro | | | 5,565 | (1) | | | * | | | | | | | | | | Adrienne D. Elsner | | | 8,460 | (1) | | | * | | | | | | | | | | J. Brian Ferguson | | | 71,199 | (1) | | | * | | | | | | | | | | Alfred E. Festa | | | 1,114 | (1) | | | * | | | | | | | | | | Ralph F. Hake | | | 56,272 | (1) | | | * | | | | | | | | | | Edward F. Lonergan | | | 35,926 | (1) | | | * | | | | | | | | | | Maryann T. Mannen | | | 17,302 | (1) | | | * | | | | | | | | | | Paul E. Martin | | | — | | | | * | | | | | | | | | | W. Howard Morris | | | 38,465 | (1) | | | * | | | | | | | | | | Suzanne P. Nimocks | | | 25,594 | NAMED EXECUTIVE OFFICER COMPENSATION(1)
| | 2019 Summary Compensation Table
| The following tables provide information on total compensation paid*
| | | | | | | | | | John D. Williams | | | 41,009 | (1) | | | * | | | | | | | | | | Brian D. Chambers | | | 103,467 | (2)(3) | | | * | | | | 65,275 | (4) | | | 168,742 | (2)(3)(4) | Prithvi S. Gandhi | | | 9,266 | (1)(2) | | | * | | | | 10,464 | (4) | | | 19,730 | (1)(2)(4) | Kenneth S. Parks | | | — | | | | * | | | | 24,561 | (4) | | | 24,561 | (4) | Marcio A. Sandri | | | 53,437 | (1)(2)(3) | | | * | | | | 18,067 | (4) | | | 71,504 | (1)(2)(3)(4) | Daniel T. Smith | | | 54,106 | (1)(2)(3) | | | * | | | | 13,838 | (4) | | | 67,944 | (1)(2)(3)(4) | Gunner S. Smith | | | 22,510 | (2)(3) | | | * | | | | 12,025 | (4) | | | 34,535 | (2)(3)(4) | Executive officers and directors as a group (20 persons) | | | 570,526 | (1)(2)(3) | | | * | | | | 184,632 | (4) | | | 755,158 | (1)(2)(3)(4) |
| (1) | Includes deferred vested stock over which there is currently no investment or voting power, as follows: Mr. Cordeiro, 5,565; Ms. Elsner, 8,460; Mr. Ferguson, 52,799; Mr. Festa, 1,114; Mr. Hake, 53,272; Mr. Lonergan, 33,926; Ms. Mannen, 17,302; Mr. Morris, 33,679; Ms. Nimocks, 22,798; Mr. Williams, 41,009; Mr. Gandhi, 5,316; Mr. Sandri, 11,329; Mr. D. Smith, 22,027; and all executive officers and directors as a group (20 persons), 310,429. |
| (2) | Includes restricted shares over which there is voting power, but no investment power, as follows: Mr. Chambers, 11,564; Mr. Gandhi, 475; Mr. Sandri, 575; Mr. D. Smith, 1,175; Mr. G. Smith, 7,274; and all executive officers and directors as a group (20 persons), 22,313. |
| (3) | Includes shares which are not owned but are unissued shares subject to exercise of options, or which will be subject to exercise of options within 60 days after February 16, 2021, as follows: Mr. Chambers, 16,700; Mr. Sandri, 23,600; Mr. D. Smith, 3,775; Mr. G. Smith, 6,100; and all executive officers and directors as a group (20 persons), 50,175. |
| (4) | Includes restricted stock units and deferred unvested restricted stock units over which there is currently no investment or voting power, as follows: Mr. Chambers, 65,275; Mr. Gandhi, 10,464; Mr. Parks, 24,561; Mr. Sandri, 18,067; Mr. D. Smith, 13,838; Mr. G. Smith, 12,025; and all executive officers and directors as a group (20 persons), 184,632. |
| (5) | Does not include outstanding performance share units, which do not have voting or investment power, and which may vest from 0% to 200% in shares of common stock at the end of a three-year performance period. |
COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE COMPENSATION Our Performance In 2020, Owens Corning delivered strong revenues and record operating cash flow despite unprecedented market conditions, and the Company continues to deliver strong adjusted earnings before interest and taxes (“adjusted EBIT”). The Company’s performance was driven by strong volumes in several key markets, strong manufacturing productivity, and disciplined cost management across the organization, but was affected by the coronavirus pandemic. During the year, we continued our focus on three key operating priorities – accelerating organic growth, driving improved operating efficiencies, and generating strong free cash flow – which were reflected in our financial results and resource allocation decisions. These priorities, coupled with our market-leading businesses in attractive end markets, innovative products and process technologies, and an enterprise model that creates differentiated value for customers, position the Company for success in 2021. As described in this section, we believe compensation should align with and enhance long-term shareholder value. Given our underlying pay-for-performance philosophy, a significant portion of compensation for our executives is “at-risk” and reflects our business performance. In 2020, this resulted in above-target payouts for our short-term incentive plan and lower than target payouts for our long-term incentive plans. Our executive compensation plans were not modified during the course of 2020 or on a discretionary basis after the end of the year, and payouts as reflected in this section are based on the programs as they were originally designed. Our Pandemic Response The COVID-19 pandemic fundamentally impacted businesses and industries, communities, and families across the world in 2020. Against this challenging backdrop, we demonstrated that Owens Corning and the products we make are essential. And, our employees demonstrated extraordinary resilience, ingenuity, and execution in responding to challenges. The results described in the “Our Performance” section above were accomplished while maintaining our unconditional commitment to keeping each other, as well as our customers and suppliers, healthy and safe. Responding to the initial impacts of the pandemic, we adapted and enabled our manufacturing operations to serve recovering customer demand and support our people and our communities amid the crisis. The strength and continuity of our business were based on four key areas of focus: Keeping our employees and other key stakeholders healthy and safe; Staying closely connected to our customers, our suppliers and our markets; Rapidly adapting our business to the near-term changes in market conditions without losing sight of our path to longer term success; and Ensuring a strong balance sheet with access to capital as needed. Our People At Owens Corning, our leaders are relentlessly focused on growth – growth of our Company, our talent, and our communities. This focus permeates everything we do, including our multi-year journey of talent development that has shaped the leaders we invest in and promote. Our leaders are accountable to drive results, build connections, and explore new ideas to enable delivery of our ambitious growth agenda. They must do this while fostering an environment that encourages inclusion and diversity to enable high performing teams, create a more positive work environment and develop and retain outstanding talent. We provide you with the following information concerning the objectives, principles, decisions, material elements, processes, amounts and rationale underlying the compensation of our Named Executive Officers (NEOs). For 2020, our NEOs are: | | | | | NAME | | TITLE | | PERIOD OF EMPLOYMENT | Brian D. Chambers | | Chairman, President and Chief Executive Officer the(“CEO”) | | April 2011 – present July 2000 – August 2007 | Kenneth S. Parks | | Executive Vice President, Chief Financial Officer (“CFO”) | | September 2020 – present | Daniel T. Smith | | Executive Vice President, Chief Growth Officer | | September 2009 – present | Marcio A. Sandri | | President, Composites | | August 2000 – present | Gunner S. Smith | | President, Roofing | | November 2008 – present | Prithvi S. Gandhi | | Vice President, Interim Chief Financial Officer (“CFO”) | | September 2013 – present |
Effective October 23, 2019, Prithvi S. Gandhi was appointed interim CFO, succeeding Michael C. McMurray, who resigned from his position on this date, while the Company conducted a search. Because this was an interim assignment, his compensation structure was not changed while serving as Interim CFO and instead received retention/supplemental awards at the time of his appointment, as disclosed on Form 8-K and in our 2019 Compensation Discussion and Analysis. On August 6, 2020, the Company announced the appointment of Kenneth Parks as Senior Vice President and CFO, effective September 8, 2020. Our Shareholder Outreach We remain committed to transparency and two-way communication with our investors so that they understand our executive compensation program, including how it aligns the interests of our executives with those of our shareholders, and how it rewards the achievement of our objectives. We also want to understand what our shareholders think about executive compensation. To this end, in 2020 we continued our shareholder outreach program under which we provide consistent, periodic opportunities for our investors to provide their perspectives on our executive compensation and ESG programs. This outreach program is distinct from our broader investor relations efforts, which are more focused on the Company’s financial performance. Our governance outreach program currently consists of three main pillars, as described below. | | | | | | | | OUTREACH TYPE | | APPROXIMATE TIMEFRAME | | PURPOSE | Proxy Off-Season | | Fall/Winter | | Solicit shareholder feedback more broadly on governance, executive compensation, and certain other officersenvironmental and social issues | Proxy Season | | After filing proxy statement | | Solicit shareholder feedback on proxy statement and pending proposals | Post-Annual Meeting | | Fall | | Engage with shareholders to understand their votes at the most recent Annual Meeting of Shareholders |
Since filing our prior proxy statement in March 2020, we carried out two broad communications with investors on governance topics. Our most recent communication in the fall of 2020 reached more than 70 of our top investors collectively holding approximately 80% of our outstanding shares, with the goal of receiving feedback on governance, executive compensation, and environmental and social issues. The Company held meetings with several of the shareholders who were contacted via these outreach efforts. Shareholder feedback has been positive with regard to the Company’s executive compensation program design and performance criteria, which has been reinforced by these outreach meetings. Additionally, at our 2020 annual meeting we provided our shareholders with the opportunity, on an advisory basis, to approve or vote against the compensation of our NEOs (Say-on-Pay). Approximately 93% of the votes cast approved the NEOs’ compensation. Owens Corning considers shareholder feedback as it shapes its governance and executive compensation programs and policies, as well as its disclosures. Recent examples of disclosures added after conducting shareholder outreach include a Board of Directors Skill Matrix and additional information on environmental and social initiatives, both of which have been incorporated into the Company’s Proxy Statement. 2020 EXECUTIVE COMPENSATION PROGRAM Considering the effectiveness of our programs and strong shareholder support, as evidenced by the Say-on-Pay vote outcome at our most recent Annual Meeting of Shareholders, the Board’s Compensation Committee (the “Committee”) generally maintained the same program design for 2020. The following table summarizes the major elements of our executive compensation plans for the NEOs: | | | | | | | | | | | | | | PAY ELEMENT | | FORM | | METRIC | | PERFORMANCE PERIOD | | OBJECTIVE | Base Salary | | Cash | | N/A | | N/A | | Provide a base level of compensation sufficient to attract, retain and motivate executives | Annual Incentive Award | | Cash | | 75% Corporate performance: • 40% Owens Corning (the “NEOs”).adjusted EBIT | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME AND PRINCIPAL
POSITION | | YEAR | | | | | | SALARY ($) | | | | | | BONUS ($) | | | | | | STOCK AWARDS ($)(1) | | | | | | OPTION AWARDS ($) | | | | | | NON- EQUITY INCENTIVE
PLAN COMPENSATION ($)(2) | | | | | | CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3) | | | | | | ALL OTHER COMPENSATION ($)(4) | | | | | | TOTAL ($) | | | (a) | | (b) | | | | | | (c) | | | | | | (d) | | | | | | (e) | | | | | | (f) | | | | | | (g) | | | | | | (h) | | | | | | (i) | | | | | | (j) | | | | | | | | | | | | | | | | | | | | Brian D. Chambers | | | 2019 | | | | | | | | 918,333 | | | | | | | | — | | | | | | | | 4,385,152 | | | | | | | | — | | | | | | | | 698,836 | | | | | | | | — | | | | | | | | 84,008 | | | | | | | | 6,086,329 | | President and CEO | | | 2018 | | | | | | | | 587,500 | | | | | | | | — | | | | | | | | 1,824,045 | | | | | | | | — | | | | | | | | 164,078 | | | | | | | | — | | | | | | | | 74,767 | | | | | | | | 2,650,390 | | | | | 2017 | | | | | | | | 493,333 | | | | | | | | — | | | | | | | | 993,516 | | | | | | | | — | | | | | | | | 575,625 | | | | | | | | — | | | | | | | | 68,704 | | | | | | | | 2,131,178 | | | | | | | | | | | | | | | | | | | | | | Michael H. Thaman | | | 2019 | | | | | | | | 965,909 | | | | | | | | — | | | | | | | | 1,998,800 | | | | | | | | — | | | | | | | | 282,020 | | | | | | | | 25,000 | | | | | | | | 88,933 | | | | | | | | 3,360,662 | | Executive Chairman and Former CEO | | | 2018 | | | | | | | | 1,175,000 | | | | | | | | — | | | | | | | | 6,649,473 | | | | | | | | — | | | | | | | | 521,407 | | | | | | | | 38,000 | | | | | | | | 353,580 | | | | | | | | 8,737,460 | | | | | 2017 | | | | | | | | 1,169,250 | | | | | | | | — | | | | | | | | 6,785,997 | | | | | | | | — | | | | | | | | 2,111,475 | | | | | | | | 118,000 | | | | | | | | 108,469 | | | | | | | | 10,293,191 | | | | | | | | | | | | | | | | | | | | | | Prithvi S. Gandhi | | | 2019 | | | | | | | | 364,242 | | | | | | | | — | | | | | | | | 546,903 | | | | | | | | — | | | | | | | | 108,219 | | | | | | | | — | | | | | | | | 43,972 | | | | | | | | 1,063,336 | | Vice President, Interim, CFO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Daniel T. Smith | | | 2019 | | | | | | | | 577,500 | | | | | | | | — | | | | | | | | 1,166,815 | | | | | | | | — | | | | | | | | 276,080 | | | | | | | | — | | | | | | | | 83,244 | | | | | | | | 2,103,639 | | Senior Vice President, | | | 2018 | | | | | | | | 562,500 | | | | | | | | — | | | | | | | | 1,686,633 | | | | | | | | — | | | | | | | | 189,841 | | | | | | | | — | | | | | | | | 95,648 | | | | | | | | 2,534,622 | | Chief Growth Officer | | | 2017 | | | | | | | | 546,667 | | | | | | | | — | | | | | | | | 1,152,130 | | | | | | | | — | | | | | | | | 590,975 | | | | | | | | 1,000 | | | | | | | | 81,013 | | | | | | | | 2,371,785 | | | | | | | | | | | | | | | | | | | | | | Marcio A. Sandri | | | 2019 | | | | | | | | 516,667 | | | | | | | | — | | | | | | | | 952,515 | | | | | | | | — | | | | | | | | 274,950 | | | | | | | | — | | | | | | | | 60,649 | | | | | | | | 1,804,781 | | President, Composites | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ava Harter | | | 2019 | | | | | | | | 520,833 | | | | | | | | — | | | | | | | | 952,515 | | | | | | | | — | | | | | | | | 249,900 | | | | | | | | — | | | | | | | | 72,828 | | | | | | | | 1,796,076 | | Senior Vice President, General Counsel and Secretary | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Michael C. McMurray | | | 2019 | | | | | | | | 536,979 | | | | | | | | — | | | | | | | | 1,534,206 | | | | | | | | — | | | | | | | | — | | | | | | | | — | | | | | | | | 99,342 | | | | | | | | 2,170,527 | | Former Senior Vice President and CFO | | | 2018 | | | | | | | | 641,667 | | | | | | | | — | | | | | | | | 2,070,838 | | | | | | | | — | | | | | | | | 183,180 | | | | | | | | — | | | | | | | | 97,653 | | | | | | | | 2,993,338 | | | | | 2017 | | | | | | | | 620,833 | | | | | | | | — | | | | | | | | 1,465,939 | | | | | | | | — | | | | | | | | 742,500 | | | | | | | | 2,000 | | | | | | | | 90,878 | | | | | | | | 2,922,150 | | | |
• 20% Composites EBIT | (1) | The amounts reflected in this column for 2019 relate to restricted stock units and equity-based performance share units granted under the Owens Corning 2016 Stock Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock awards made during the year, including a retention grant for Mr. Gandhi. Performance share units granted during 2019 are reflected in the column at the full fair value based on the probable outcome of the performance criteria for the award on the grant date. The grant date values of the performance share units at the maximum possible payout are as follows: Mr. Chambers: $5,456,504; Mr. Gandhi: $367,629; Mr. Smith $1,449,949; Mr. Sandri: $1,189,670; and Ms. Harter $1,189,670. Mr. Thaman did not receive performance share units in the 2019 grant and Mr. McMurray forfeited his equity awards due to his voluntary termination. See Note 17 to the Consolidated Financial Statements included in our 2019 Annual Report for a discussion of the relevant assumptions made in such valuations. For further information on the 2019 awards, including the maximum potential payout based on the attainment of maximum funding, see the 2019 Grants of Plan-Based Awards table below.
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| (2) | The amounts reflected in this column for 2019 reflect payouts under the 2019 CIP to each NEO paid in 2020.
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| (3) | The amounts reflected in this column for 2019 consist of the increase in actuarial value of each NEO’s pension benefits in 2019. The total accrued pension value is reflected in the 2019 Pension Benefits table below. No above-market or preferential earnings onnon-qualified deferred compensation are reported in this column.
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| (4) | For 2019, the amounts shown for Mr. Chambers, Mr. Thaman, Mr. Gandhi, Mr. Smith, Mr. Sandri, Ms. Harter and Mr. McMurray represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan.
• 20% Insulation EBIT • 20% Roofing EBIT 25% Individual performance | | 1 year | | Motivate executives to meet and exceed Company and business financial goals as well as individual performance objectives |
| | | | | | | | | | | | | | The following table provides more detail behindPAY
ELEMENT | | FORM | | METRIC | | PERFORMANCE PERIOD | | OBJECTIVE | Long-Term Incentive Award | | Restricted Stock Units (40%) | | N/A | | 4 years | | Provide equity-based compensation opportunities that align the 2019 amounts reported in column (i) above:interests of executives and shareholders | | | PSUs (TSR) (25%) | | Performance Share Units (PSUs) based on total shareholder return (TSR) relative to companies that make up the Dow Jones Construction and Materials index | | | | | | | | | | | | | | | | | | | | | | NAME | | QUALIFIED SAVINGS PLAN COMPANY CONTRIBUTION ($) | | | | | | NONQUALIFIED DEFERRED COMPENSATION PLAN
COMPANY CONTRIBUTION ($) | | | | | | TOTAL: ALL OTHER COMPENSATION ($) | | Brian D. Chambers | | | 22,400 | | | | | | | | 61,608 | | | | | | | | 84,008 | | Michael H. Thaman | | | 22,400 | | | | | | | | 66,533 | | | | | | | | 88,933 | | Prithvi S. Gandhi | | | 22,400 | | | | | | | | 21,572 | | | | | | | | 43,972 | | Daniel T. Smith | | | 22,400 | | | | | | | | 60,844 | | | | | | | | 83,244 | | Marico A. Sandri | | | 22,400 | | | | | | | | 38,249 | | | | | | | | 60,649 | | Ava Harter | | | 22,400 | | | | | | | | 50,428 | | | | | | | | 72,828 | | Michael C. McMurray | | | 22,400 | | | | | | | | 76,942 | | | | | | | | 99,342 | |
| | 3 years | | | PSUs (ROC) (35%) | | PSUs based on adjusted return on capital (ROC) and free cash flow conversion (FCFC) | | 3 years |
Additional details and rationale for 2020 compensation decisions are provided in later discussion in this Compensation Discussion and Analysis. HOW WE MAKE COMPENSATION DECISIONS Our Executive Compensation Philosophy The Committee believes that executive compensation opportunities should align with and enhance long-term shareholder value. This core philosophy is embedded in all aspects of our executive compensation program and is reflected in our guiding principles. We believe that the application of these principles enables us to create a meaningful link between compensation outcomes and long-term, sustainable value for our shareholders. Guiding Principles | | | | | | | | PAY FOR PERFORMANCE | | SHAREHOLDER 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 shareholders through stock-based compensation and performance metrics that correlate with long-term shareholder value. | | For our NEOs, long-term stock-based compensation opportunities will significantly outweigh short-term cash-based opportunities. Annual objectives align with 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 Owens Corning’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 shareholders is solicited and factored into the design of our compensation program. Clear design enables ease of communication for all stakeholders. |
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 and approving executive compensation plans and programs; Assessing input from Owens Corning’s shareholders regarding executive compensation decisions and policies; Reviewing and approving incentive plan metrics and targets; Assessing Owens Corning and each NEO’s performance relative to these metrics and targets; Evaluating the competitiveness of total compensation for the CEO and the other NEOs; and Approving changes to each NEO’s compensation, including base salary and annual and long-term incentive opportunities and awards. The Chief Human Resources Officer and the independent compensation consultant assist the Committee with these responsibilities. The Committee’s charter, which sets out the Committee’s responsibilities, can be found on our website at: http://www.owenscorning.com. Role of the Compensation Consultant The Committee retained the services of Meridian Compensation Partners, LLC (“Meridian” or the “Consultant”) to serve as its executive compensation consultant for 2020. 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 2020, the Consultant attended all of our Committee meetings. The Committee reviewed the qualifications and assessed the independence of the Consultant during 2020. The Committee also considered and assessed all relevant factors, including those required by the SEC and the New York Stock Exchange, 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. Meridian does not perform other services for or receive other fees from Owens Corning. 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. COMPETITIVE POSITIONING Peer Group The Committee utilizes a peer group of 14 companies when assessing the competitiveness of executive compensation and the appropriateness of compensation program design. These companies are either in the building materials industry, serve related markets, or use manufacturing processes similar to Owens Corning, and have size (measured in annual sales, market capitalization or number of employees) or complexity comparable to Owens Corning. This peer group is reviewed regularly by the Committee to ensure the relevance of the companies to which we compare ourselves. The peer group for 2020 compensation decisions was comprised of the following companies: | | | A.O. Smith Corporation | | Masco Corporation | Ball Corporation | | Mohawk Industries, Inc. | Celanese Corporation | | O-I Glass, Inc. | Eastman Chemical Company | | PPG Industries, Inc. | Fortune Brands Home & Security, Inc. | | RPM International, Inc. | Lennox International Inc. | | The Sherwin-Williams Company | Louisiana-Pacific Corporation | | Stanley Black & Decker, Inc. |
The Committee believes that these peer companies continue to maintain a balance among company size/revenue, industry, global scope, manufacturing footprint, and presence in our market for executive talent. 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. Owens Corning 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. Market Median Compensation To help ensure that our compensation program is appropriately competitive, the Committee believes the target opportunity of each key compensation element (base salary, annual incentive, and long-term incentive) should generally align with market median practices. As such, the compensation opportunities, when granted, correspond to the market median practices of peer companies with additional performance criteria that awards significant value only when the Company outperforms the targets set by the Committee. Individual pay opportunities may fall above or below these targets based on the executive’s performance and the Committee’s discretion. In exercising its discretion, the Committee considers Company and individual performance, time in job and experience, job scope, retention risk and any other factors that it determines to be relevant and consistent with program objectives and shareholder interests. HOW WE STRUCTURE OUR COMPENSATION Principal Elements of Compensation The following principal elements make up our NEOs’ compensation program: | | | | | | | | | | | | 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 |
CASH COMPENSATION Base Salary To help Owens Corning attract, retain and motivate the most qualified executive talent, we provide executive base salaries generally targeted at the median of competitive market practices. Each year, the Committee reviews recommendations from the CEO regarding base salary adjustments for his direct reports, including the other NEOs. The Committee has discretion to modify or approve the CEO’s base salary recommendations and the CEO does not participate in the Committee’s determination of his own base salary. 2020 base salary increases were driven by job scope and responsibilities, experience, tenure, individual performance, retention risk, gaps to market median pay practices and internal pay equity. Annual Incentive Annual incentive is delivered through the annual Corporate Incentive Plan (CIP). Funding under the 2020 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 measures. Award amounts for each component may be earned from 0% to 200% of targeted levels, based upon performance. The overall corporate component is earned based upon the achievement of pre-determined financial goals as described below. Awards are paid in the form of a lump-sum cash payment. At the beginning of each year, the Committee selects the overall corporate performance objectives, or funding criteria, that are used to determine the funding of the corporate performance component (75% of the target award) for the annual CIP. For 2020, the Committee selected specific levels of adjusted EBIT as the performance metric based on the view that total shareholder return is correlated with sustained earnings growth, which Owens Corning measures through adjusted EBIT performance - our longstanding measure of profitability. Further information for adjusted EBIT can be found on pages 25 and 26 of our 2020 Form 10-K filed with the SEC on February 17, 2021. Earnings metrics are the most prevalent annual incentive metrics amongst Owens Corning peers. Because of the importance of driving profitable growth, adjusted EBIT is weighted at 75% within the annual incentive payout. Owens Corning (consolidated) adjusted EBIT goals determine 40% of overall corporate funding, and performance of the Composites, Insulation, and Roofing businesses against their respective EBIT goals each contribute 20% to overall corporate funding. For 2020, despite the pandemic, no adjustments were made to the company’s performance incentive goals. Funding for each of the corporate components of the CIP can independently range, based on consolidated Owens Corning or business performance, from Threshold performance (50% CIP funding), to Target performance (100% CIP funding), to Maximum performance (200% CIP funding). Based on feedback from the Consultant, Threshold was changed from 0% to 50% for the 2020 plan year, to be more consistent with broad market practices. For consolidated or business performance falling below Threshold, that portion of the award would not fund. For performance between Threshold and Target or Target and Maximum, CIP funding would fall proportionately between the corresponding funding levels. For example, for performance falling halfway between Threshold performance and Target performance, the resulting CIP funding would be 75%, which is halfway between Threshold funding at 50% and Target funding at 100%. This straight-line mathematical interpolation is performed separately for Owens Corning, Composites, Insulation, and Roofing performance and the results are aggregated by applying a 40% weight to consolidated funding and 20% weight to the funding of each business. When establishing 2020 Threshold, Target and Maximum CIP performance requirements, the Committee used a variety of guiding principles, including: Target performance levels generally correspond with the results and the business objectives called for in the Board-reviewed operations plan (a comprehensive strategic business plan for the Company) for the year. Whether the Target performance level can be attained is a function of the degree of difficulty associated with the operations plan. Threshold performance levels 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 shareholders 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 shareholder value. The Committee retains discretion to reduce awards or not pay CIP compensation even if the relevant performance targets are met, and to adjust performance targets based on timing and materiality of transactions, charges or accruals. Based on timing of material transactions, the Committee may exclude the impact of a divestiture/acquisition (for example, not allow the additional EBIT of an acquired business to fund the CIP), or may include the impact of the acquisition (for example, include the acquired business’ EBIT after increasing the performance levels required to fund the CIP), it being the Committee’s intent to avoid funding windfalls and reward acquisition synergy capture. The individual component (25% of the target award) is funded at maximum if the Company has positive adjusted EBIT, with actual award amounts being reduced from maximum based upon a discretionary assessment of individual performance by the Committee. 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 amounts. Individual performance goals for the CEO are established and approved at the beginning of each 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 based on the recommendations of the CEO and its discretion, all subject to overall CIP funding levels. LONG-TERM INCENTIVE We believe long-term incentive opportunities should align NEO behaviors and results with key enterprise drivers and the interests of shareholders over an extended period. Our long-term incentive program (“LTI”) is an equity-based program that uses a combination of Restricted Stock Units and Performance Share Units. For 2020 NEO awards, the mix of LTI vehicles was maintained as follows: 
Restricted Stock Units generally vest at a rate of 25% per year over a four-year period. Performance Share Units use overlapping three-year performance cycles, with a new three-year cycle beginning each year. Our Return on Capital-based Performance Share Units (“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. For 2020, despite the pandemic, no adjustments were made to the performance levels associated with our PSUs. Our total shareholder return-based Performance Share Units (“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 Dow Jones Construction and Materials Index (the “Index”), as of the beginning of the performance period. The aggregate LTI award’s total value is allocated 40% to Restricted Stock Units, 35% to ROC PSUs, and 25% to TSR PSUs, and then each allocation is divided by the grant date stock price to determine the number of Restricted Stock Units and target Performance Share Units that are granted. Performance Share Units – Return on Capital The ROC PSUs granted in 2020 will fund from 0% to 200% based upon annual adjusted return on capital achieved during the three-year performance period, from 2020 through 2022. For such units granted to NEOs in 2020, to increase focus on free cash flow conversion, an additional 33.3% of target ROC PSUs is earned for each year in which the Company delivers 100% free cash flow conversion and at least 7.5% adjusted return on capital, for a maximum award opportunity of 300% of target. The additional payout will not be prorated for incremental performance. There will be no additional funding if the Company achieves its free cash flow conversion goal but adjusted return on capital falls below 7.5%. 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 (free cash flow) divided by adjusted earnings (net earnings or loss attributable to Owens Corning excluding adjustments for significant items not representative of ongoing operations, net of tax.) For the 2020 ROC PSUs, we will utilize annual adjusted return on capital performance criteria from 2020 through 2022 to determine each year’s contribution to overall funding. 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 plus fresh start depletion and amortization less adjusted taxes, divided by the sum of average net fixed assets, average working capital, goodwill and intangible assets, less fresh start land and alloy adjustments. This formula adjusts for the impact of fresh start accounting and 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 2020-2022 performance cycle, threshold adjusted return on capital performance, which would provide for 50% funding, was set at 7.5% adjusted return on capital, as a proxy for the Company’s long-term cost of capital. Maximum performance, which would provide for 200% funding, was set at 12.5% adjusted return on capital. Target performance, which would provide for 100% funding, was set at 10% 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. Performance Share Units – Total Shareholder Return For the 2020-2022 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 Index as of the beginning of the performance period. The Index comparator group was selected as a peer group that is specific to our industry and aligned to our markets and global exposure. Threshold funding (0% payout) for the TSR PSUs applies up to the 25th percentile of the Index. Target funding (100% payout) is achieved at the 50th percentile. Maximum funding (200% payout) is earned at and above the 75th percentile. Payout is interpolated 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 chart depicts the payout opportunity for the 2020 TSR PSU award: 
EMPHASIS ON VARIABLE PAY 85% of our CEO’s and 74% of our other NEOs’ target compensation (in other words, base salary, target annual incentives and long-term incentives) is at-risk compensation directly contingent on performance. Actual annual incentives and long-term incentive awards are subject to the achievement of pre-established performance requirements and designed to align to stockholder value. Base salary and other fixed elements of compensation are essential to any compensation program and enable the recruitment and retention of top talent. However, we believe that variable compensation for our most senior executives should significantly outweigh base salaries. Our 2020 NEO compensation reflects this philosophy. The following charts illustrate the target pay mix for our CEO and other NEOs for 2020. Note the significant portion of compensation that is at-risk and performance-based. For the purpose of this summary, Mr. Gandhi’s compensation is not included. 
HOW WE ASSESS PERFORMANCE Goal Setting Annually, the Committee establishes financial, strategic and operational goals for the CEO related to three broad constituencies: shareholders, customers and employees. The CEO’s goals are generally based upon the Company’s operations plan, which is reviewed by the Board. Shareholder goals may include specific measurements of profitability, cash flow, capital efficiency, expense management, and outcomes related to environmental, social and governance considerations. Customer goals include new sources of revenue, geographic expansion, customer channel expansion and new product development. Individual goals include succession planning for key roles, improved workplace safety, improved leadership inclusion and diversity, and validation of program efficacy through external recognition. We also believe it is important to embed compliance and risk management in all our business processes, including objective setting. The framework adopted by the Committee considers compliance and risk management objectives in evaluating overall performance. CEO PERFORMANCE ASSESSMENT In December of each year, the CEO prepares a self-review, discussing the progress made toward each of his individual goals, as well as the Company’s overall financial and operating performance. Each non-management director participates in an evaluation of CEO performance. The Lead Independent Director, in conjunction with the Compensation Committee Chair, led the Board’s assessment of Mr. Chambers’ performance as CEO. The following table summarizes Mr. Chambers’ goals and achievements for 2020: | | | | | OBJECTIVE | | RESULT | Safety | | | Continuous improvement in safety performance. | | Sustained an overall low rate of recordable safety incidents and delivered year-over-year improvement, despite production disruptions resulting from the pandemic. Significantly reduced severity of injuries following new training and safety initiatives. | Sustainability | | | Achieve key milestones consistent with our 2030 Sustainability Goals. | | Established Owens Corning’s circular economy function with dedicated resources, advanced inclusion & diversity, enhanced local community support, and invested in the health and safety of our employees globally during the pandemic. | Financial Performance | | | Deliver adjusted EBIT and top line growth consistent with the internal business plan and investor expectations for earnings and cash flow; demonstrate operational flexibility and strong operating margins. | | Delivered strong revenue, record adjusted EBIT and double-digit adjusted EBIT margins. Maximized company performance and cash generation, by remaining focused on adapting to changing market conditions and controlling costs. | Balance Sheet | | | Deliver market-leading free cash flow conversion through strong management of working capital and capital expenditures. Execute capital allocation strategy that provides liquidity, maintains an investment-grade credit rating, and maintains our cash flow commitments to shareholders over the long term. | | Delivered record operating and free cash flow, and strong free cash flow conversion and liquidity, through outstanding management of working capital, operating expenses, and capital expenditures. | Growth | | | Deliver on key organic and inorganic growth initiatives that are aligned to long-term financial objectives that deliver shareholder value. | | Through a disciplined evaluation process, reallocated resources towards highest priority growth initiatives and expanded pipeline of inorganic opportunities. | Talent | | | Execute on talent development and succession plans while fostering an inclusive and diverse environment. | | Further developed our succession pipeline, engaged the Board in our inclusion & diversity progress and strengthened leadership capabilities for growth through focused development initiatives. | Board Leadership | | | Enable Board alignment with key operational & strategic initiatives while ensuring strong governance and oversight. Recruit and onboard high quality, diverse board members. | | Successfully transitioned to Board Chairman, developed partnership with Lead Independent Director to ensure the Board agenda is responsive to shareholder and Board priorities. Onboarded a new Board member. |
DETAILS REGARDING 2020 PAY DECISIONS FOR NAMED EXECUTIVE OFFICERS In this section, we review and explain the specific 2020 compensation decisions for each of our NEOs. Corporate Incentive Plan For 2020, CIP funding for corporate performance was based upon adjusted EBIT. The performance criteria were set by the Committee in February 2020 and were not adjusted due to the pandemic. Target performance for the consolidated metric was set at $850 million for 2020, which represents an improvement over actual 2019 adjusted EBIT of $828 million. The funding targets and outcomes were as follows (dollars displayed in millions): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CIP METRIC | | THRESHOLD (50% FUNDING) | | TARGET (100% FUNDING) | | MAXIMUM (200% FUNDING) | | 2020 ACTUAL | | FUNDING | | WEIGHT | | | | | | | | Consolidated Adjusted EBIT | | | $ | 680 | | | | $ | 850 | | | | $ | 940 | | | | $ | 878 | | | | | 131 | % | | | | 40 | % | | | | | | | | Composites EBIT | | | $ | 195 | | | | $ | 235 | | | | $ | 270 | | | | $ | 165 | | | | | 0 | % | | | | 20 | % | | | | | | | | Insulation EBIT | | | $ | 190 | | | | $ | 275 | | | | $ | 300 | | | | $ | 250 | | | | | 85 | % | | | | 20 | % | | | | | | | | Roofing EBIT | | | $ | 400 | | | | $ | 470 | | | | $ | 515 | | | | $ | 591 | | | | | 200 | % | | | | 20 | % | | | | | | | | | | | | | | | | | | | | | TOTAL FUNDING | | | | | 110 | % | | | | | |
The NEOs’ maximum awards for the individual performance component (weighted at 25%) of the CIP are described below and are subject to downward discretion by the Committee based upon its assessment of the individual performance of each NEO for 2020. 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 2020. For the other NEOs, the assessment was made by the CEO for each NEO on an individual basis and reviewed and approved by the Committee in its discretion. When assessing individual performance, the considerations by the CEO and the Committee included those referenced above when determining base salary, as well as a comparison among the NEOs to determine their relative contributions to the Company’s business results, with the goal to differentiate awards based on performance. The Committee received recommendations from the CEO, assessed his performance evaluation for each of the other NEOs and applied its judgment consistent with the factors described above to review and approve the CIP payouts for each NEO for 2020. The table below summarizes each NEO’s maximum and actual corporate component and maximum and actual individual component payout under the CIP for 2020: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CORPORATE PERFORMANCE (75% WEIGHTING) | | | INDIVIDUAL PERFORMANCE (25% WEIGHTING) | | | | | | | | | | | | TARGET
CIP | | | MAX
OPPORTUNITY @ 200% | | | ACTUAL FUNDING @ 110% | | | MAX OPPORTUNITY @ 200% | | | ACTUAL INDIVIDUAL AWARD | | | TOTAL 2020 CIP AWARD | | | | | | | | | Chambers | | | 125 | % | | $ | 2,062,500 | | | $ | 1,134,375 | | | $ | 687,500 | | | $ | 481,250 | | | $ | 1,615,625 | | | | | | | | | Parks | | | 75 | % | | $ | 247,488 | | | $ | 136,118 | | | $ | 82,531 | | | $ | 41,265 | | | $ | 177,384 | | | | | | | | | Smith, D | | | 75 | %* | | $ | 663,750 | | | $ | 365,063 | | | $ | 221,250 | | | $ | 121,688 | | | $ | 486,750 | | | | | | | | | Sandri | | | 75 | % | | $ | 607,501 | | | $ | 334,125 | | | $ | 202,500 | | | $ | 131,625 | | | $ | 465,750 | | | | | | | | | Smith, G | | | 75 | % | | $ | 562,500 | | | $ | 309,375 | | | $ | 187,500 | | | $ | 131,250 | | | $ | 440,625 | | | | | | | | | Gandhi | | | 45 | % | | $ | 256,500 | | | $ | 141,075 | | | $ | 85,500 | | | $ | 53,438 | | | $ | 194,513 | |
| * | D. Smith target CIP award increased from 70% to 75% for the 2020 plan year to be consistent with the Committee’s view of his contributions relative to internal peers and also in consideration of an external view of market competitive compensation. |
Long-Term Incentive Plan The value of actual 2020 LTI grants for the NEOs versus prior year grants are described below. To determine the 2020 grant levels, the Committee considered a variety of factors including individual performance, prior year awards, market median LTI award levels, total compensation versus market median, and the Company’s year-over-year improvement in performance from 2019 to 2020. The actual accounting charge for these awards is determined under ASC Topic 718 and may be more or less than the standardized value Owens Corning uses internally for grant size determination. | | | | | | | | | | | | 2019 LTI AWARD | | | 2020 LTI AWARD | | Chambers | | $ | 4,140,000 | | | $ | 4,750,000 | | Parks | | | N/A | | | | N/A | | Smith, D | | $ | 1,100,000 | | | $ | 1,100,000 | | Sandri | | $ | 900,000 | | | $ | 1,000,000 | | Smith, G | | $ | 750,000 | | | $ | 900,000 | | Gandhi | | $ | 325,000 | | | $ | 400,000 | |
For the 2018-2020 LTI performance cycle, funding criteria for the performance share units were based on the Company’s: (1) adjusted Return on Capital performance and (2) Total Shareholder Return relative to constituents of the Dow Jones Construction and Materials Index. Owens Corning’s adjusted Return on Capital performance resulted in a payout of 86% of target. Specifically, for 2018, 2019, and 2020, adjusted ROC performance was 11.9%, 9.6%, and 10.7% respectively, against a threshold of 7.5% and a target of 12.0%. As noted above, adjusted Return on Capital reflects adjustments for the impact of fresh start accounting as well as material transactions, accruals or charges as approved by the Committee. With regard to the Total Shareholder Return metric, Owens Corning’s stock performed at the 12th percentile versus companies in the Index, resulting in 0% funding. The value of the 2018-2020 LTI grant is included below in the 2020 Option Exercises and Stock Vested Table. Compensation Related to CFO New Hire In connection with his appointment to CFO, Mr. Parks’ base salary was set at $700,000 per year, and his target annual incentive opportunity was set at 75% of base salary. Mr. Parks’ annual incentive opportunity for 2020 has been prorated according to his time in role, as reflected in the table above. Mr. Parks received an appointment grant of $1 million in restricted stock units and $1 million in performance share units, both which will vest on September 8, 2023, three years from his hire date. The performance share units will fund based on relative TSR for the 2020 LTI cycle, as granted to other NEOs in 2020. CEO and Other NEO Total Direct Compensation Decisions The following tables summarize the Committee’s decisions for the 2020 performance year. Unlike the 2020 Summary Compensation Table, which includes the long-term incentive awards granted in calendar year 2020, Total Direct Compensation shown in the following table instead includes long-term incentive awards granted in February 2021, which reflects an assessment of 2020 performance. Mr. Gandhi was no longer in his role as interim CFO as of the end of the year. Therefore, he is excluded from the table below, but his 2020 compensation is reflected in full in the tables that follow this Compensation Discussion and Analysis. The 2021 grant of performance share units includes a new metric related to achievement of free cash flow conversion objectives, in addition to continued use of total shareholder return and return on capital metrics. This table should not be viewed as a replacement for the 2020 Summary Compensation Table or other compensation tables set forth below, as details of 2021 long-term incentive awards are not material to understanding compensation that was delivered in 2020. Brian D. Chambers, Chairman, President and Chief Executive Officer | | | | | COMPENSATION ELEMENT | | 2020 | | 2020 Base Salary | | $ | 1,100,000 | | 2020 Annual Incentive | | $ | 1,615,625 | | 2021 Grant of Restricted Stock Units | | $ | 2,200,000 | | 2021 Grant of Performance Share Units | | $ | 3,300,000 | | TOTAL DIRECT COMPENSATION | | $ | 8,215,625 | |
2020 Other NEO Total Direct Compensation | | | | | | | | | | | | | | | | | | | | | | COMPENSATION ELEMENT | | PARKS | | | SMITH, D | | | SANDRI | | | SMITH, G | | | | | | | 2020 Base Salary | | $ | 700,000 | | | $ | 590,000 | | | $ | 540,000 | | | $ | 500,000 | | | | | | | 2020 Annual Incentive | | $ | 177,384 | | | $ | 486,750 | | | $ | 465,750 | | | $ | 440,625 | | | | | | | 2021 Grant of Restricted Stock Units | | $ | 740,000 | | | $ | 440,000 | | | $ | 440,000 | | | $ | 400,000 | | | | | | | 2021 Grant of Performance Share Units | | $ | 1,110,000 | | | $ | 660,000 | | | $ | 660,000 | | | $ | 600,000 | | | | | | | TOTAL DIRECT COMPENSATION | | $ | 2,727,384 | | | $ | 2,176,750 | | | $ | 2,105,750 | | | $ | 1,940,625 | |
Kenneth S. Parks, Executive Vice President, Chief Financial Officer Key 2020 measurement criteria for Mr. Parks included: Effective capital allocation and access to capital markets; Balance sheet management, capital adequacy, free cash flow conversion, forecasting and external guidance; Successful identification and execution of organic and inorganic growth opportunities; Talent development, inclusion & diversity, retention and succession management; Effective financial controls and systems. As a result of his assessment of Mr. Park’s performance, Mr. Chambers recommended the Committee approve a payout of 107% of Target under the annual CIP for him. This is comprised of 110% funding for the corporate component of the award opportunity and 100% funding of the individual component. The Committee approved this award of $177,384. In addition, the Committee approved an aggregate long-term incentive award of $1,850,000, granted in February 2021. Daniel T. Smith, Executive Vice President, Chief Growth Officer Key 2020 measurement criteria for Mr. D. Smith included: Growth management system design, resourcing and execution; Digital and advanced manufacturing technology strategy design, resourcing and execution; Talent development, inclusion & diversity, retention and succession management. As a result of his assessment of Mr. D. Smith’s performance, Mr. Chambers recommended the Committee approve a payout of 110% of Target under the annual CIP for him. This is comprised of 110% funding for the corporate component of the award opportunity and 110% funding of the individual component. The Committee approved this award of $486,750. In addition, the Committee approved an aggregate long-term incentive award of $1,100,000, granted in February 2021. Marcio A. Sandri, President, Composites Key 2020 measurement criteria for Mr. Sandri included: Improvement in safety performance for the Composites business; Deliver financial results for the Composites business; Talent development, inclusion & diversity, retention and succession management; Manufacturing excellence; and Execution of commercial growth initiatives As a result of his assessment of Mr. Sandri’s performance, Mr. Chambers recommended the Committee approve a 115% payout under the annual CIP for him. This is comprised of 110% funding for the corporate component of the award opportunity and 130% funding of the individual component. The Committee approved this award of $465,750. In addition, the Committee approved an aggregate long-term incentive award of $1,100,000, granted in February 2021. Gunner S. Smith, President, Roofing Key 2020 measurement criteria for Mr. G. Smith included: Improvement in safety performance for the Roofing business; Deliver financial results for the Roofing business; Talent development, inclusion & diversity, retention and succession management; Manufacturing excellence; and Execution of commercial growth initiatives As a result of his assessment of Mr. G. Smith’s performance, Mr. Chambers recommended the Committee approve a 118% payout under the annual CIP for him. This is comprised of 110% funding for the corporate component of the award opportunity and 140% funding of the individual component. The Committee approved this award of $440,625. In addition, the Committee approved an aggregate long-term incentive award of $1,000,000, granted in February 2021. Prithvi S. Gandhi, Vice President, Interim Chief Financial Officer Key 2020 measurement criteria for Mr. Gandhi during his time as Interim Chief Financial Officer included: Effective capital allocation and access to capital markets; Balance sheet management, capital adequacy, free cash flow conversion, forecasting and external guidance; Successful identification and execution of organic and inorganic growth opportunities; Talent development, retention and succession management, inclusion & diversity; Effective financial controls and systems. As a result of an assessment of Mr. Gandhi’s performance, Mr. Gandhi received a payout of 114% of Target under the annual CIP. This is comprised of 110% funding for the corporate component of the award opportunity and 125% funding of the individual component. ADDITIONAL COMPENSATION PRACTICES Stock Ownership Guidelines and Holding Requirements Stock ownership guidelines for our officers and directors are designed to closely link their interests with those of our shareholders. These stock ownership guidelines provide that the CEO must own stock with a value of six times his base salary and each other NEO must own stock with a value of three times his or her base salary. In his interim role, Mr. Gandhi maintained his one times base salary ownership requirement. As of the date of this Proxy Statement, all NEOs hold stock in excess of the applicable ownership guidelines, with the exception of Mr. Parks who was hired September 2020. Outside directors are required to own shares with a value of five times the maximum annual cash retainer. All outside directors with more than three years of tenure on the Board hold stock in excess of the ownership guidelines applicable to our directors. For further details on actual ownership, please refer to the Security Ownership of Certain Beneficial Owners and Management table provided earlier in this Proxy Statement. Compensation-Based Risk Assessment The Committee believes that although the majority of compensation provided to the NEOs is performance-based, our compensation programs for all employees do not encourage behaviors that pose a material risk to the Company. The design of our employee compensation programs encourages balanced focus on both the short-term and the long-term operational and financial goals of the Company. The Company reviewed the risks associated with its global compensation program and reviewed the results with the Committee during 2020. As a result, the Committee continues to believe that there are no risks arising from employee compensation programs that are reasonably likely to have a material adverse effect on the Company. 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 restricted stock units and performance share units are granted on the date of the Committee’s annual first quarter meeting. The Company may also grant equity awards to newly-hired or promoted executives, effective on the start or promotion date. Perquisites The NEOs participate in the same health care and other employee benefit programs that are generally available for all salaried employees. The Committee has eliminated executive perquisites. Deferred Compensation Plan The Company maintains a nonqualified deferred compensation plan under which certain employees, including the NEOs, are permitted to defer receipt of some or all of their base salary and cash incentive awards under the CIP. Deferred amounts are credited with earnings or losses based on the rate of return of specified mutual funds and/or Owens Corning stock. The deferred compensation plan is not funded, and participants have an unsecured commitment from the Company to pay the amounts due under the plan. When such payments become distributable, the cash will be distributed from general assets. The Company also provides a 401(k) restoration match to restore benefits that are limited in the qualified 401(k) Savings Plan due to IRS rules. The benefit is calculated as the Company contribution the employee would have received absent IRS pay limits and nonqualified deferrals, less the actual Company contribution to the 401(k) Savings Plan. Eligible participants must be employed at the end of the calendar year to receive this benefit, which is added to unfunded deferred compensation accounts annually and administered to comply with Section 409A of the Internal Revenue Code. In addition, certain employees, including NEOs, may voluntarily defer receipt of some or all of their stock-based awards granted under the LTI program. We provide the opportunity to defer compensation in an effort to maximize the tax efficiency of our compensation program. We believe that this benefit, along with the 401(k) restoration match, is an important retention and recruitment tool as many of the companies with which we compete for executive talent provide similar plans to their executive employees. Post-Termination Compensation We have entered into severance agreements with our NEOs. These agreements were approved by the Committee. The severance agreements were adopted for the purpose of providing for payments and other benefits if the NEO’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 NEOs, 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.” Tax Deductibility of Pay Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”), generally places a limit of $1 million on the amount of compensation we may deduct in any one year with respect to any covered employee under Section 162(m). The historic exception to the $1 million limitation for performance-based compensation meeting certain requirements was eliminated in recent changes to the Tax Code, subject to certain grandfathering for arrangements in place prior to November 2, 2017. Grants of Performance Share Units prior to November 2, 2017 were designed and intended to potentially qualify as performance-based compensation so that they might be tax deductible. The Committee retains the flexibility to award compensation that is consistent with our objectives and philosophy even if it does not qualify for a tax deduction. The Committee believes that the tax deduction limitation should not be permitted to compromise our ability to design and maintain executive compensation arrangements that will attract and retain executive talent. Moreover, even if the Committee intended to grant compensation that qualifies as performance-based compensation for purposes of Section 162(m) of the Tax Code, we cannot guarantee that such compensation will so qualify or ultimately is or will be deductible. Disclosure of Specific Incentive Targets With respect to both the CIP and LTI, detail on the specific financial performance targets under these criteria for performance periods completed during the reporting period has been disclosed above. However, certain performance targets for ongoing and future performance periods are not disclosed because they are substantially based on the prospective strategic plans and corporate objectives of the Company, and disclosure of these prospective specific performance targets is not material to an understanding of our NEO compensation for 2020. Such performance goals do not have a material impact on the compensation actually received in, or attributable to, the 2020 reported period. As described above, and as evidenced by the targets and outcomes described for the completed performance periods for the incentive compensation plans, the performance targets selected have a degree of difficulty which the Committee considers to be challenging but achievable. The Committee establishes the goals at the beginning of the performance period at levels that reflect our internal, confidential operations plan. These goals are within the ranges of what we have publicly disclosed for completed performance periods, and accordingly require a high level of financial performance in the context of the current business climate and over the performance periods to be achieved. COMPENSATION GOVERNANCE PRACTICES We consider it to be good governance to monitor the evolution of compensation best practices. Some of the most important practices incorporated into our program include the following: | | | | | | Review of Pay versus Performance | | The Committee continually 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 ensure that shareholders are appropriately benefiting from performance outcomes. | | | | Clawback of Compensation | | If the Board of Directors determines that an Executive Officer has engaged in fraud, willful misconduct, a violation of Company policy, or an error was committed, that caused or otherwise contributed to the need for a material restatement of the Company’s financial results, the Committee will review all performance-based compensation, including cash incentive awards and all forms of equity-based compensation, awarded to or earned by Executive Officers during the respective fiscal periods affected by the restatement. If the Committee determines that performance-based compensation would have been materially lower if it had been based on the restated results, the Committee may seek recoupment from Executive Officers as it deems appropriate based on a consideration of the facts and circumstances and applicable laws and policies. | | | | Meaningful Stock Ownership Guidelines | | Our stock ownership requirements are rigorous: six times base salary for the CEO, three times base salary for other NEOs, and five times maximum annual cash retainer for Board members. | | | | No Hedging | | Owens Corning has adopted a “Policy Prohibiting Hedging or Pledging Owens Corning Securities.” Pursuant to this Policy, non-employee directors, officers, company insiders and all other employees who hold Owens Corning common stock as a result of their participation in the Owens Corning Stock Plan are prohibited from engaging in any transaction in which they profit if the value of Owens Corning common stock falls. This includes trading and/or entering into hedging transactions at any time in publicly traded options, puts, calls, straddles, strips or any other securities derived from or relating to Owens Corning securities. | | | | No Pledging | | Directors and NEOs, as well as all officers of the Company, are prohibited from pledging Company securities as collateral for a loan or holding Company securities in a margin account. | | | | No Repricing Without Shareholder Approval | | Stock option exercise prices are set to equal the grant date market price and may not be reduced or replaced with stock options with a lower exercise price without shareholder approval. | | | | 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. | | | | Restrictive Covenants | | Our NEOs must adhere to restrictive covenants upon separation from Owens Corning, including non-compete, non-solicitation and non-disclosure obligations. | | | | No Excise Tax Gross-Ups | | Parachute excise tax reimbursements and gross-ups will not be provided in the event of a change-in-control. | | | | Review of Compensation Peer Group | | Our compensation peer group is reviewed regularly by the Committee and adjusted, when necessary, to 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 best-in-class governance practices. | | | | Shareholder Outreach | | We regularly solicit feedback from our shareholders on our executive compensation programs and corporate governance, and in corporate such feedback into our compensation structure going forward. |
COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis appearing in this Proxy Statement with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. By the Compensation Committee: Edward F. Lonergan, Chairman Eduardo Cordeiro Ralph F. Hake Suzanne P. Nimocks NAMED EXECUTIVE OFFICER COMPENSATION 2020 SUMMARY COMPENSATION TABLE The following tables provide information on total compensation paid to the Chief Executive Officer, the Chief Financial Officer and certain other officers of Owens Corning (the “NEOs”). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | NAME AND PRINCIPAL POSITION | | YEAR | | | SALARY ($) | | | BONUS ($) | | | STOCK AWARDS ($)(1) | | | OPTION AWARDS ($) | | | NON- EQUITY INCENTIVE
PLAN COMPENSATION ($)(2) | | | CHANGE IN PENSION VALUE
AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($)(3) | | | ALL OTHER COMPENSATION ($)(4) | | | TOTAL ($) | | | (a) | | (b) | | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | | | | | | | | | | Brian D. Chambers | | | 2020 | | | | 1,089,167 | | | | — | | | | 4,766,534 | | | | — | | | | 1,615,625 | | | | — | | | | 78,463 | | | | 7,549,789 | | Chairman, President
and CEO | | | 2019 | | | | 918,333 | | | | — | | | | 4,385,152 | | | | — | | | | 698,836 | | | | — | | | | 84,008 | | | | 6,086,329 | | | | | 2018 | | | | 587,500 | | | | — | | | | 1,824,045 | | | | — | | | | 164,078 | | | | — | | | | 74,767 | | | | 2,650,390 | | | | | | | | | | | | Kenneth S. Parks | | | 2020 | | | | 220,078 | | | | — | | | | 2,184,021 | | | | — | | | | 177,384 | | | | — | | | | 39,732 | | | | 2,621,215 | | Executive Vice President, CFO | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Daniel T. Smith | | | 2020 | | | | 588,333 | | | | — | | | | 1,101,340 | | | | — | | | | 486,750 | | | | — | | | | 56,554 | | | | 2,232,977 | | Executive Vice President, Chief Growth Officer | | | 2019 | | | | 577,500 | | | | — | | | | 1,166,815 | | | | — | | | | 276,080 | | | | — | | | | 83,244 | | | | 2,103,639 | | | | | 2018 | | | | 562,500 | | | | — | | | | 1,686,633 | | | | — | | | | 189,841 | | | | — | | | | 95,648 | | | | 2,534,622 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marcio A. Sandri | | | 2020 | | | | 536,667 | | | | — | | | | 1,005,760 | | | | — | | | | 465,750 | | | | — | | | | 47,040 | | | | 2,055,217 | | President, Composites | | | 2019 | | | | 516,667 | | | | — | | | | 952,515 | | | | — | | | | 274,950 | | | | — | | | | 60,649 | | | | 1,804,781 | | | | | | | | | | | | Gunner S. Smith | | | 2020 | | | | 495,834 | | | | — | | | | 906,751 | | | | — | | | | 440,625 | | | | — | | | | 41,917 | | | | 1,885,127 | | President, Roofing | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Prithvi S. Gandhi(5) | | | 2020 | | | | 377,860 | | | | 150,000 | | | | 597,703 | | | | — | | | | 194,513 | | | | — | | | | 32,781 | | | | 1,352,857 | | Vice President, Interim CFO | | | 2019 | | | | 364,242 | | | | — | | | | 546,903 | | | | — | | | | 108,219 | | | | — | | | | 43,972 | | | | 1,063,336 | |
| (1) | The amounts reflected in this column for 2020 relate to restricted stock units and equity-based performance share units granted under the Owens Corning 2019 Stock Plan. The amounts shown reflect the aggregate grant date fair value with respect to all stock awards made during the year. Performance share units granted during 2020 are reflected in the column at the full fair value based on the probable outcome of the performance criteria for the award on the grant date. The grant date values of the performance share units at the maximum possible payout are as follows: Mr. Chambers: $7,310,807, Mr. Parks: $2,368,007 Mr. D. Smith: $1,691,484, Mr. Sandri: $1,543,325, Mr. G. Smith: $1,388,307 and Mr. Gandhi: $494,869. See Note 15 to the Consolidated Financial Statements included in our 2020 Annual Report for a discussion of the relevant assumptions made in such valuations. For further information on the 2020 awards, including the maximum potential payout based on the attainment of maximum funding, see the 2020 Grants of Plan-Based Awards Tabletable below. |
| (2) | The following table provides information regarding threshold, targetamounts reflected in this column for 2020 reflect payouts under the 2020 CIP to each NEO paid in 2021. |
| (3) | In 2020, the actuarial value of Mr. Sandri’s and maximum award levels or full grant amounts under various compensation and incentive plans applicable toMr. G. Smith’s pension benefit decreased by $1,000 each while Mr. D. Smith’s remained the NEOs.same. The narrative that follows describes such programs asother NEOs do not participate in the pension plans. The total accrued pension value is reflected in the 2020 Pension Benefits table below. No above-market or preferential earnings on non qualified deferred compensation are reported in this column. |
| (4) | For 2020, the amounts shown for Mr. Chambers, Mr. D. Smith, Mr. Sandri, Mr. G. Smith and Mr. Gandhi represent contributions made by the Company to the qualified savings plan and nonqualified deferred compensation plan. The amount shown for Mr. Parks represents contributions made by the Company to the qualified savings plan and tax gross-ups related to a third-party relocation services, both which are available to all salaried employees. |
| (5) | Mr. Gandhi’s cash bonus was granted at the time of his appointment to Interim CFO, as disclosed on Form 8-K, and paid in 2020 as summarized in the 2020 Proxy Statement. |
The following table provides more detail behind the 2020 amounts reported in column (i) above: | | | | | | | | | | | | | | | | | | NAME | | QUALIFIED SAVINGS PLAN COMPANY
CONTRIBUTION ($) | | | NONQUALIFIED
DEFERRED COMPENSATION
PLAN COMPANY
CONTRIBUTION ($) | | | TAX GROSS-
UP FOR
RELOCATION
SERVICES
($) | | | TOTAL: ALL OTHER COMPENSATION ($) | | | | | | | | Brian D. Chambers | | | 22,800 | | | | 55,663 | | | | — | | | | 78,463 | | | | | | | | Kenneth S. Parks | | | 14,902 | | | | — | | | | 24,830 | | | | 39,732 | | | | | | | | Daniel T. Smith | | | 22,800 | | | | 33,754 | | | | — | | | | 56,554 | | | | | | | | Marcio A. Sandri | | | 22,800 | | | | 24,240 | | | | — | | | | 47,040 | | | | | | | | Gunner S. Smith | | | 22,800 | | | | 19,117 | | | | — | | | | 41,917 | | | | | | | | Prithvi S. Gandhi | | | 22,800 | | | | 9,981 | | | | — | | | | 32,781 | |
2020 GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information regarding threshold, target and maximum award levels or full grant amounts under various compensation and incentive plans applicable to the NEOs. The narrative that follows describes such programs as reflected in the table. Actual payouts for the 2020 CIP are reflected in column (g) of the 2020 Summary Compensation Table. Funding and individual award amounts are determined as described in the narrative to these tables. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS
UNDER EQUITY INCENTIVE PLAN
AWARDS | | | | | | | | | | | | | | | | | | | NAME | | GRANT DATE | | THRESHOLD
($) | | | TARGET
($) | | | MAXIMUM ($) | | | THRESHOLD (#) | | | TARGET (#) | | | MAXIMUM (#) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | | | GRANT
DATE FAIR
VALUE
OF STOCK AND OPTION AWARDS ($) | | | | | | | | | | | | | (a) | | (b) | | (c) | | | (d) | | | (e) | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | | | | | | | | | | | Brian D. Chambers | | 2020 CIP(1) | | | 515,625 | | | | 1,375,000 | | | | 2,750,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2020 RSU(2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 29,900 | | | | 1,903,135 | | | | 2020 ROC PSU(3) | | | — | | | | — | | | | — | | | | 13,050 | | | | 26,100 | | | | 78,300 | | | | — | | | | 1,584,009 | | | | 2020 TSR PSU(3) | | | — | | | | — | | | | — | | | | — | | | | 18,650 | | | | 37,300 | | | | — | | | | 1,279,390 | | | | | | | | | | | | | Kenneth S. Parks | | 2020 CIP(1) | | | 61,872 | | | | 165,009 | | | | 330,019 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2020 Appointment RSU(4) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 15,461 | | | | 1,000,017 | | | | 2020 Appointment TSR PSU(4) | | | — | | | | — | | | | — | | | | — | | | | 15,461 | | | | 30,922 | | | | — | | | | 1,184,003 | | | | | | | | | | | | | Daniel T. Smith | | 2020 CIP(1) | | | 165,938 | | | | 442,500 | | | | 885,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2020 RSU(2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,900 | | | | 439,185 | | | | 2020 ROC PSU(3) | | | — | | | | — | | | | — | | | | 3,025 | | | | 6,050 | | | | 18,150 | | | | — | | | | 367,175 | | | | 2020 TSR PSU(3) | | | — | | | | — | | | | — | | | | — | | | | 4,300 | | | | 8,600 | | | | — | | | | 294,980 | | | | | | | | | | | | | Marcio A. Sandri | | 2020 CIP(1) | | | 151,875 | | | | 405,000 | | | | 810,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2020 RSU(2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 6,300 | | | | 400,995 | | | | 2020 ROC PSU(3) | | | — | | | | — | | | | — | | | | 2,750 | | | | 5,500 | | | | 16,500 | | | | — | | | | 333,795 | | | | 2020 TSR PSU(3) | | | — | | | | — | | | | — | | | | — | | | | 3,950 | | | | 7,900 | | | | — | | | | 270,970 | | | | | | | | | | | | | Gunner S. Smith | | 2020 CIP(1) | | | 140,625 | | | | 375,000 | | | | 750,000 | | | | | | | | | | | | | | | | | | | | | | | | 2020 RSU(2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,700 | | | | 362,805 | | | | 2020 ROC PSU(3) | | | — | | | | — | | | | — | | | | 2,475 | | | | 4,950 | | | | 14,850 | | | | — | | | | 300,416 | | | | 2020 TSR PSU(3) | | | — | | | | — | | | | — | | | | — | | | | 3,550 | | | | 7,100 | | | | — | | | | 243,530 | | | | | | | | | | | | | Prithvi S. Gandhi | | 2020 CIP(1) | | | 64,125 | | | | 171,000 | | | | 342,000 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2020 RSU(2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,100 | | | | 197,315 | | | | 2020 ROC PSU(3) | | | — | | | | — | | | | — | | | | 775 | | | | 1,550 | | | | 4,650 | | | | — | | | | 94,070 | | | | 2020 TSR PSU(3) | | | — | | | | — | | | | — | | | | — | | | | 1,550 | | | | 3,100 | | | | — | | | | 106,330 | | | | 2020 Supplemental RSU(5) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 3,142 | | | | 199,988 | |
| (1) | Reflects the NEO’s annual incentive opportunity under the CIP for the 2019annual performance period commencing in 2020. Actual amounts paid out under the 2020 CIP are reflected in column (g) of the 20192020 Summary Compensation Table. Funding and individual award amounts are determined as described in the narrative to these tables.tables and the Compensation Discussion and Analysis above. The CIP provides no payout below threshold funding. Incentive payments are made only where plans fund at or above threshold. |
| (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ESTIMATED POSSIBLE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | | | | ESTIMATED FUTURE PAYOUTS UNDER EQUITY INCENTIVE PLAN AWARDS | | | | | | | | | NAME | | GRANT DATE | | THRESHOLD ($) | | | TARGET ($) | | | MAXIMUM ($) | | | | | | THRESHOLD (#) | | | TARGET (#) | | | MAXIMUM (#) | | | ALL OTHER STOCK AWARDS: NUMBER OF SHARES OF STOCK OR UNITS (#) | | | GRANT DATE FAIR VALUE OF STOCK AND OPTION AWARDS ($) | | | (a) | | (b) | | (c) | | | (d) | | | (e) | | | | | | (f) | | | (g) | | | (h) | | | (i) | | | (j) | | | Brian D. Chambers | | 2019 CIP (1) | | | — | | | | 1,066,925 | | | | 2,133,849 | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2019 RSU (2) | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 31,500 | | | | 1,656,900 | | | | 2019 ROC PSU (3) | | | — | | | | — | | | | — | | | | | | | | 13,775 | | | | 27,550 | | | | 55,100 | | | | — | | | | 1,375,847 | | | | | 2019 TSR PSU (3) | | | — | | | | — | | | | — | | | | | | | | — | | | | 19,700 | | | | 39,400 | | | | — | | | | 1,352,405 | | | Michael H. Thaman | | 2019 CIP (1) | | | — | | | | 430,565 | | | | 861,130 | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | 2019 RSU (2) | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 38,000 | | | | 1,998,800 | | | | | | | | | | | | | | Prithvi S. Gandhi | | 2019 CIP (1) | | | — | | | | 165,220 | | | | 330,441 | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2019 RSU (2) | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 3,100 | | | | 163,060 | | | | 2019 ROC PSU (3) | | | — | | | | — | | | | — | | | | | | | | 775 | | | | 1,550 | | | | 3,100 | | | | — | | | | 77,407 | | | | 2019 TSR PSU (3) | | | — | | | | — | | | | — | | | | | | | | — | | | | 1,550 | | | | 3,100 | | | | — | | | | 106,408 | | | | | 2019 Retention (4) | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 3,165 | | | | 200,028 | | | | | | | | | | | | | | Daniel T. Smith | | 2019 CIP (1) | | | — | | | | 406,000 | | | | 812,000 | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2019 RSU (2) | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 8,400 | | | | 441,840 | | | | 2019 ROC PSU (3) | | | — | | | | — | | | | — | | | | | | | | 3,650 | | | | 7,300 | | | | 14,600 | | | | — | | | | 364,562 | | | | | 2019 TSR PSU (3) | | | — | | | | — | | | | — | | | | | | | | — | | | | 5,250 | | | | 10,500 | | | | — | | | | 360,413 | | | | | | | | | | | | | | Marcio A. Sandri | | 2019 CIP (1) | | | — | | | | 390,000 | | | | 780,000 | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2019 RSU (2) | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 6,800 | | | | 357,680 | | | | 2019 ROC PSU (3) | | | — | | | | — | | | | — | | | | | | | | 3,000 | | | | 6,000 | | | | 12,000 | | | | — | | | | 299,640 | | | | | 2019 TSR PSU (3) | | | — | | | | — | | | | — | | | | | | | | — | | | | 4,300 | | | | 8,600 | | | | — | | | | 295,195 | | | | | | | | | | | | | | Ava Harter | | 2019 CIP (1) | | | — | | | | 367,500 | | | | 735,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2019 RSU (2) | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 6,800 | | | | 357,680 | | | | 2019 ROC PSU (3) | | | — | | | | — | | | | — | | | | | | | | 3,000 | | | | 6,000 | | | | 12,000 | | | | — | | | | 299,640 | | | | | 2019 TSR PSU (3) | | | — | | | | — | | | | — | | | | | | | | — | | | | 4,300 | | | | 8,600 | | | | — | | | | 295,195 | | | | | | | | | | | | | | Michael C. McMurray | | 2019 CIP (1) | | | — | | | | 532,000 | | | | 1,064,000 | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 2019 RSU (2) | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | 11,000 | | | | 578,600 | | | | 2019 ROC PSU (3) | | | — | | | | — | | | | — | | | | | | | | 4,825 | | | | 9,650 | | | | 19,300 | | | | — | | | | 481,921 | | | | | 2019 TSR PSU (3) | | | — | | | | — | | | | — | | | | | | | | — | | | | 6,900 | | | | 13,800 | | | | — | | | | 473,685 | |
| (1) | Reflects the NEO’s annual incentive opportunity under the CIP for the annual performance period commencing in 2019. Actual amounts paid out under the 2019 CIP are reflected in column (g) of the 2019 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.
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| (2) | Reflects the restricted stock units award granted to each NEO on February 6, 2019,Reflects the restricted stock unit award granted to each NEO on February 5, 2020, which generally vests 25% per year over four years.
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| | (3) | Reflects the long-term incentive opportunity granted to the NEO under the 2016 Stock Plan for the performance period commencing in 2019. Performance share units (PSU) were granted on February 6, 2019 and will generally vest at the end of the three-year performance period depending on performance results. Funding and individual award amounts are determined as described in the narrative to these tables and the Compensation Discussion and Analysis above. ROC PSU awards provide a 50% payout at threshold performance and no payout below threshold performance. TSR PSU awards provide no payout at or below threshold funding. Shares are distributed only where the plan funds above threshold. The value of PSUs reflected in column (j) is the fair value based on the probable outcome of the performance criteria for the award on the grant date. See Note 17 to the Consolidated Financial Statements included in our 2019 Annual Report on Form10-K for a discussion of the relevant assumptions made in such valuations. |
| (4) | Reflects the retention grant of Restricted Stock Units awarded to Mr. Gandhi (three-year cliff vesting) under the 2019 Stock Plan.
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Narrative to 2019 Summary Compensation Table and 2019 Grants of Plan-Based Awards Table
Base Salary, Severance and Certain Other Arrangements
During 2019, each of the NEOs participated in the Company’s compensation and benefits programs for salaried employees as described here and reflected in the tables and accompanying footnotes. Each NEO receives an annual base salary as reflected in the 2019 Summary Compensation Table above. The amount of such base salary as a component of the total compensation is established and reviewed each year by the Compensation Committee, and is described above in the Compensation Discussion and Analysis. Severance arrangements with each of the NEOs are as described below in thePotential Payments Upon Termination orChange-In-Control section.
Annual Corporate Incentive Plan (“CIP”)
Owens Corning maintains the CIP, in which all salaried employees participate, with specific Company performance criteria adopted annually. Each of the NEOs is eligible to receive annual cash incentive awards based on his individual performance and corporate performance against annual performance goals set by the Compensation Committee. Under the CIP for the 2019 annual performance period, the funding measures set by the Compensation Committee were based on consolidated adjusted EBIT and EBIT for the Composites, Insulation, and Roofing businesses respectively. Cash awards paid to the NEOs under the CIP for the 2019 performance period are reflected in column (g) of the 2019 Summary Compensation Table above and the range of award opportunities under the 2019 CIP is reflected in the 2019 Grants of Plan-Based Awards Table above.
Long-Term Incentive Program (“LTIP”)
Owens Corning maintains a LTIP applicable to certain salaried employees as selected by the Compensation Committee, including each of the NEOs. The plan is designed to align participant compensation with the attainment of certain longer-term business goals established by the Compensation Committee.
In 2019, the Company’s stockholders approved the Owens Corning 2019 Stock Plan which replaced the Owens Corning 2016 Stock Plan. In this Proxy Statement, we refer to the stock plan in place at the relevant time as the “Stock Plan.” The Stock Plan provides for participation by employees, management and directors and authorizes grants of stock options, stock appreciation rights, stock awards, restricted stock awards, restricted stock units, bonus stock awards, performance stock awards and performance share units. The 2016 Stock Plan
document was filed with the SEC in connection with the 2016 Proxy Statement. The 2019 Stock Plan document was filed with the SEC in connection with the 2019 Proxy Statement.
The LTIP utilizes PSUs with three-year performance cycles, adopted annually, with payouts under the program dependent upon corporate performance against performance goals set by the Compensation Committee for each cycle. The outstanding three-year cycles as of December 31, 2019 include: January 1, 2017 through December 31, 2019; January 1, 2018 through December 31, 2020; and January 1, 2019 through December 31, 2021. Estimated future payouts of awards under the 2019-2021 cycle are reflected in the 2019 Grants of Plan-Based Awards Table above.
The award shown in the 2019 Grants of Plan-Based Awards Table represents the NEO’s opportunity to earn the amount shown in the “maximum” column of the table if the maximum performance goal established by the Compensation Committee at the beginning of the performance period are attained or exceeded during the performance period. In the event the maximum performance goal is not attained, then the NEOs may earn the amounts shown in the “target” column if the target level of performance is attained, or amounts below the “target” level if lower level of performance is attained. Participants will earn intermediate amounts for performance between the maximum and target levels, or between the target and threshold levels.
For the performance period commencing in 2019, the LTIP provides an award under the Owens Corning Stock Plan in three separate components: (1) Restricted Stock Unit awards2020. Performance share units (PSU) were granted under the LTIP generally veston February 5, 2020 and restrictions lapse 25% per year over four years, based on continued employment during the vesting period; (2) Return on Capital (“ROC”) PSUs awards granted under the LTIPwill generally vest at the end of the three-year performance period depending on performance results. Funding and individual award amounts are settleddetermined as described in sharesthe narrative to these tables and the Compensation Discussion and Analysis above. ROC PSU awards provide a 50% payout at threshold performance and no payout below threshold performance. TSR PSU awards provide no payout at or below threshold funding. Shares are distributed only where the plan funds above threshold. The value of PSUs reflected in column (j) is the fair value based on the performanceprobable outcome of the Company againstpre-establishedperformance criteria; and (3) Relative Total Shareholder Return (“TSR”) PSUs awards granted undercriteria for the LTIP generally vest ataward on the endgrant date. See Note 15 to the Consolidated Financial Statements included in our 2020 Annual Report on Form 10-K for a discussion of the relevant assumptions made in such valuations.
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| (4) | Reflects the appointment grants awarded to Mr. Parks on September 8, 2020, each with three-year performance period, and are settled in shares based oncliff vesting. |
| (5) | Reflects the performance of the Company againstpre-established relative TSR performance criteria. For 2019,supplemental grant awarded to Mr. Gandhi received aone-time retention award with three-year “cliff” vesting.on February 5, 2020 which vests 50% per year over two years.
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NARRATIVE TO 2020 SUMMARY COMPENSATION TABLE AND 2020 GRANTS OF PLAN-BASED AWARDS TABLE Base Salary, Severance and Certain Other Arrangements During 2020, each of the NEOs participated in the Company’s compensation and benefits programs for salaried employees as described here and reflected in the tables and accompanying footnotes. Each NEO receives an annual base salary as reflected in the 2020 Summary Compensation Table above. The amount of such base salary as a component of the total compensation is established and reviewed each year by the Compensation Committee, and is described above in the Compensation Discussion and Analysis. Severance arrangements with each of the NEOs are as described below in the Potential Payments Upon Termination or Change-In-Control section. Annual Corporate Incentive Plan Owens Corning maintains the CIP, in which all salaried employees participate, with specific Company performance criteria adopted annually. Each of the NEOs is eligible to receive annual cash incentive awards based on his individual performance and corporate performance against annual performance goals set by the Compensation Committee. Under the CIP for the 2020 annual performance period, the funding measures set by the Compensation Committee were based on consolidated adjusted EBIT and EBIT for the Composites, Insulation, and Roofing businesses respectively. Cash awards paid to the NEOs under the CIP for the 2020 performance period are reflected in column (g) of the 2020 Summary Compensation Table above and the range of award opportunities under the 2020 CIP is reflected in the 2020 Grants of Plan-Based Awards Table above. Long-Term Incentive Program Owens Corning maintains a long-term incentive program applicable to certain salaried employees as selected by the Compensation Committee, including each of the NEOs. The plan is designed to align participant compensation with the attainment of certain longer-term business goals established by the Compensation Committee. In 2019, the Company’s shareholders approved the Owens Corning 2019 Stock Plan, which replaced the Owens Corning 2016 Stock Plan. In this Proxy Statement, we refer to the stock plan in place at the relevant time as the “Stock Plan.” The Stock Plan provides for participation by employees, management and directors and authorizes grants of stock options, stock appreciation rights, stock awards, restricted stock awards, restricted stock units, bonus stock awards, performance share awards and performance share units. The 2016 Stock Plan document was filed with the SEC in connection with the 2016 Proxy Statement. The 2019 Stock Plan document was filed with the SEC in connection with the 2019 Proxy Statement. The LTI utilizes PSUs with three-year performance cycles, adopted annually, with payouts under the program dependent upon corporate performance against performance goals set by the Compensation Committee for each cycle. The outstanding three-year cycles as of December 31, 2020 include: January 1, 2018 through December 31, 2020; January 1, 2019 through December 31, 2021; and January 1, 2020 through December 31, 2022. Estimated future payouts of awards under the 2020-2022 cycle are reflected in the 2020 Grants of Plan-Based Awards Table above. The award shown in the 2020 Grants of Plan-Based Awards Table represents the NEO’s opportunity to earn the amount shown in the “maximum” column of the table if the maximum performance goal established by the Compensation Committee at the beginning of the performance period are attained or exceeded during the performance period. In the event the maximum performance goal is not attained, then the NEOs may earn the amounts shown in the “target” column if the target level of performance is attained, or amounts below the “target” level if lower level of performance is attained. Participants will earn intermediate amounts for performance between the maximum and target levels, or between the target and threshold levels. For the performance period commencing in 2020, the LTI provides an award under the Owens Corning Stock Plan in three separate components: (1) Restricted Stock Unit awards granted under the LTI generally vest and restrictions lapse 25% per year over four years, based on continued employment during the vesting period; (2) Return on Capital (“ROC”) PSUs awards granted under the LTI generally vest at the end of the three-year performance period, and are settled in shares based on the performance of the Company against pre-established performance criteria; and (3) Relative Total Shareholder Return (“TSR”) PSUs awards granted under the LTI generally vest at the end of the three-year performance period, and are settled in shares based on the performance of the Company against pre-established relative TSR performance criteria. CEO PAY RATIO The Securities and Exchange Commission (“SEC”) has adopted a rule requiring annual disclosure of the ratio of the median employee’s annual total compensation to the annual total compensation of the Chief Executive Officer. The following pay ratio disclosure is the Company’s reasonable, good faith estimate based upon the permitted methodology described below, pursuant to the SEC’s guidance under Item 402(u) of Regulation S-K: We do not believe there has been a change in our employee population or in our employee compensation arrangements that would result in a significant change to our CEO pay ratio disclosure. As a result, and consistent with applicable SEC rules, we have used the same median employee for the 2020 CEO pay ratio as we did for the 2019 CEO pay ratio. The following disclosure includes the process used to identify the median employee and the assumptions used to calculation the ratio. | | | | | | | | | PROCESS | | ASSUMPTIONS | | 2020 TOTAL COMPENSATION | 1) As of October 1, 2019, we employed 19,898 full and part-time active employees (excluding our CEO) at our parent company and consolidated subsidiaries (“Global Population”). 2) We excluded 842 non-U.S. employees (or 4.2% of the Global Population) from the Global Population in accordance with SEC rules*. 3) After these exclusions, our adjusted Global Population was 19,056 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, 2019. 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, 2019. 2) The annual total compensation for our CEO represents the amount reported for our CEO for 2020 in the “Total” column (column (j)) of our 2020 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 2020 that would have been reported in the 2020 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 2020. | | The annual total compensation of our CEO as of October 1, 2020, Mr. Chambers: $7,549,789. Median of the annual total compensation of all employees (except the CEO): $60,773. Based on the above information, for 2020 the ratio of the median of the annual total compensation of all employees to the annual total compensation of the Chief Executive Officer. The following payCEO was approximately 1 to 124. This ratio disclosure is the Company’sa reasonable good faith estimate based upon the permitted methodology described below, pursuant to the SEC’s guidance undercalculated in a manner consistent with Item 402(u) of SEC RegulationS-K: | | | | | | | | | PROCESS | | | | ASSUMPTIONS | | | | 2019 TOTAL COMPENSATION | 1) As of October 1, 2019, we employed 19,898 full and part-time active employees (excluding our CEO) at our parent company and consolidated subsidiaries (“Global Population”).
2) We excluded 842non-U.S. employees (or 4.2% of the Global Population) from the Global Population in accordance with SEC rules*.
3) After these exclusions, our adjusted Global Population was 19,056 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 the12-month period ended on September 30, 2019.
5) Based on each employee’s total cash compensation, we then identified the median employee from our adjusted Global Population.
| | | | 1) Eachnon-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, 2019.
2) The annual total compensation for our CEO is an annualized estimate of base salary and bonus plus the actual stock and other compensation reported on the 2019 Summary Compensation Table, which represents the compensation that would have been reported for our CEO for 2019 in the “Total” column (column (j)) of our 2019 Summary Compensation Table of this Proxy Statement, had he been in this role all year.
3) The annual total compensation for our median employee represents the amount of such employee’s compensation for 2019 that would have been reported in the 2019 Summary Compensation Table in accordance with the requirements of Item 402(c)(2)(x) of RegulationS-K if the employee had been a Named Executive Officer for 2019.
| | | | The annual total compensation of our CEO as of October 1, 2019, Mr. Chambers: $6,351,566.
Median of the annual total compensation of all employees (except the CEO): $55,090.
Based on the above information, for 2019 the ratio of the median of the annual total compensation of all employees to the annual total compensation of the CEO was approximately 1 to 115. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC RegulationS-K.
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| * | * Breakdown of our total Global Population:Population as of October 1, 2019: USA (8,520 employees),non-U.S. (11,378 employees). Countries (number of employees) excluded were as follows: Austria (3), Belarus (5), Czech Republic (248), Denmark (8), Estonia (10), Germany (96), Hong Kong (2), Japan (20), Latvia (9), Netherlands (172), Norway (9), Singapore (45), Slovakia (2), Spain (83), Switzerland (17), United Arab Emirates (1), and United Kingdom (112).
The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards for each NEO that were outstanding at the end of 2019.
Outstanding Equity Awards at 2019 FiscalYear-End Table
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The following table sets forth information concerning unexercised options, stock awards that have not vested, and equity incentive plan awards for each NEO that were outstanding at the end of 2020. OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | OPTION AWARDS | | | STOCK AWARDS | | | | | | | | | | | NAME | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) EXERCISABLE | | | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS (#) UNEXERCISABLE | | | OPTION EXERCISE PRICE ($) | | | OPTION EXPIRATION DATE | | | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED
(#) | | | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | | | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED (#) | | | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | | | | | | | | | | | (a) | | (b) | | | (c) | | | (d) | | | (e)(1) | | | (f)(2) | | | (g)(3) | | | (h)(4) | | | (i)(3) | | | | | | | | | | | Brian D. Chambers | | | — | | | | — | | | | — | | | | — | | | | 68,039 | | | | 5,154,635 | | | | 182,550 | | | | 13,829,988 | | | | | 7,600 | | | | — | | | | 42.16 | | | | 2/6/2023 | | | | — | | | | — | | | | — | | | | — | | | | | | 9,100 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | Kenneth S. Parks | | | — | | | | — | | | | — | | | | — | | | | 15,461 | | | | 1,171,325 | | | | 30,922 | | | | 2,342,651 | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | Daniel T. Smith | | | — | | | | — | | | | — | | | | — | | | | 17,046 | | | | 1,291,405 | | | | 44,550 | | | | 3,375,108 | | | | | | 3,775 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | Marcio A. Sandri | | | — | | | | — | | | | — | | | | — | | | | 18,118 | | | | 1,372,620 | | | | 39,000 | | | | 2,954,640 | | | | | 8,400 | | | | — | | | | 33.73 | | | | 2/1/2022 | | | | — | | | | — | | | | — | | | | — | | | | | 7,200 | | | | — | | | | 42.16 | | | | 2/6/2023 | | | | — | | | | — | | | | — | | | | — | | | | | | 8,000 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | Gunner S. Smith | | | — | | | | — | | | | — | | | | — | | | | 18,024 | | | | 1,365,498 | | | | 34,050 | | | | 2,579,628 | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | | Prithvi S. Gandhi | | | — | | | | — | | | | — | | | | — | | | | 13,307 | | | | 1,008,138 | | | | 12,400 | | | | 939,424 | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | OPTION AWARDS | | | | | | STOCK AWARDS | | | NAME | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | | Option Expiration Date | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | | | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | (a) | | (b)(1) | | | (c) | | | (d) | | | (e) | | | | | | (f)(2) | | | (g)(3) | | | (h)(4) | | | (i)(3) | | | Brian D. Chambers | | | — | | | | — | | | | — | | | | — | | | | | | | | 50,739 | | | | 3,304,124 | | | | 54,700 | | | | 3,562,064 | | | | | 7,600 | | | | — | | | | 42.16 | | | | 2/6/2023 | | | | | | | | — | | | | — | | | | — | | | | — | | | | | | 9,100 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | | | | | — | | | | — | | | | — | | | | — | | | Michael H. Thaman | | | — | | | | — | | | | — | | | | — | | | | | | | | 94,700 | | | | 6,166,864 | | | | 41,950 | | | | 2,731,784 | | | | | 102,400 | | | | — | | | | 33.73 | | | | 2/1/2022 | | | | | | | | — | | | | — | | | | — | | | | — | | | | | 86,000 | | | | — | | | | 42.16 | | | | 2/6/2023 | | | | | | | | — | | | | — | | | | — | | | | — | | | | | | 90,500 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | | | | | — | | | | — | | | | — | | | | — | | | Prithvi S. Gandhi | | | — | | | | — | | | | — | | | | — | | | | | | | | 11,990 | | | | 780,789 | | | | 5,000 | | | | 325,600 | | | | | | 1,025 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | | | | | — | | | | — | | | | — | | | | — | | Daniel T. Smith | | | — | | | | — | | | | — | | | | — | | | | | | | | 27,112 | | | | 1,765,533 | | | | 19,650 | | | | 1,279,608 | | | | | | 3,775 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | | | | | — | | | | — | | | | — | | | | — | | | Marcio A. Sandri | | | — | | | | — | | | | — | | | | — | | | | | | | | 18,895 | | | | 1,230,442 | | | | 12,600 | | | | 820,512 | | | | | 6,700 | | | | — | | | | 33.96 | | | | 2/2/2021 | | | | | | | | — | | | | — | | | | — | | | | — | | | | | 8,400 | | | | — | | | | 33.73 | | | | 2/1/2022 | | | | | | | | — | | | | — | | | | — | | | | — | | | | | 7,200 | | | | — | | | | 42.16 | | | | 2/6/2023 | | | | | | | | — | | | | — | | | | — | | | | — | | | | | | 8,000 | | | | — | | | | 37.65 | | | | 2/5/2024 | | | | | | | | — | | | | — | | | | — | | | | — | | Ava Harter | | | — | | | | — | | | | — | | | | — | | | | | | | | 26,778 | | | | 1,743,783 | | | | 15,800 | | | | 1,028,896 | | | | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | Michael C. McMurray | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | |
| | (1) | Vested options expire on the tenth anniversary of the grant date. |
| (2) | Restricted Stock and Restricted Stock Units granted on February 1, 2017; January 31, 2018; February 6, 2019 and February 5, 2020 generally vests 25% per year over four years. The share amounts include the appointment grant for Mr. Chambers on July 30, 2018, the appointment grant for Mr. Parks on September 8, 2020, the retention grant for Mr. Sandri on March 30, 2018, the retention grant for Mr. Gandhi on September 30, 2019 and the supplemental grant for Mr. Gandhi on February 5, 2020 (vests 50% per year over two years). Unless otherwise noted all appointment and retention grants made use of 3-year cliff vesting. |
| (3) | Market value reflects the closing price of the Company’s common stock as of the last trading day of 2020 of $75.76. |
| (4) | Reflects unvested stock-settled PSUs under the LTI. The 2019-2021 ROC PSUs are reflected at target and all others are at maximum. |
| (2) | Restricted Stock and Restricted Stock Units granted on February 3, 2016; February 1, 2017; January 31, 2018; and February 6, 2019 generally vests 25% per year over four years. The share amounts include the appointment grant for Mr. Chambers on July 30, 2018, the retention grant for Mr. Gandhi on September 30, 2019 and July 10, 2017, the retention grants for Mr. Smith and Ms. Harter on July 30, 2018(2-year cliff vesting), the retention grants for Mr. Sandri onJuly 1, 2017 and March 30, 2018, the retention grant for Ms. Harter on June 14, 2017. Unless otherwise noted all appointment and retention grants made use of3-year cliff vesting.
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| (3) | Market value reflects the closing price of the Company’s common stock as of the last trading day of 2019 of $65.12.
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| (4) | Reflects unvested stock-settled PSUs under the LTIP, at target performance.
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2019 Option Exercises and Stock Vested Table
2020 OPTION EXERCISES AND STOCK VESTED TABLE The following table sets forth the required information on NEO stock awards that vested and stock options that were exercised during 2020. | | | | | | | | | | | | | | | | | | | | | | | | OPTION AWARDS | | | STOCK AWARDS | | | | | | | | | NAME | | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | | | VALUE REALIZED ON
EXERCISE ($)(1) | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | | VALUE REALIZED ON
VESTING ($)(2) | | | | | | | | Brian D. Chambers | | | — | | | | — | | | | 27,268 | | | | 1,702,061 | | | | | | | | Kenneth S. Parks | | | — | | | | — | | | | — | | | | — | | | | | | | | Daniel T. Smith | | | — | | | | — | | | | 33,966 | | | | 2,114,375 | | | | | | | | Marcio A. Sandri(3) | | | 6,700 | | | | 172,695 | | | | 12,607 | | | | 769,443 | | | | | | | | Gunner S. Smith | | | — | | | | — | | | | 5,904 | | | | 363,358 | | | | | | | | Prithvi S. Gandhi | | | 1,025 | | | | 30,566 | | | | 8,375 | | | | 505,886 | |
| (1) | Represents the pre-tax value realized on options that were exercised during 2019.the fiscal year, computed by multiplying the number of shares acquired upon exercise by the difference between the option’s strike price and the fair market value of Owens Corning common stock at the time of exercise. |
| (2) | Represents the pre-tax value realized on stock awards that vested during the fiscal year, computed by multiplying the number of shares acquired upon vesting by the closing market price of Owens Corning common stock on the vesting date. | | | | | | | | | | | | | | | | | | | | | | | | OPTION AWARDS | | | | | | STOCK AWARDS | | | NAME | | NUMBER OF
SHARES ACQUIRED ON EXERCISE (#) | | | VALUE
REALIZED ON EXERCISE ($) (1) | | | | | | NUMBER OF SHARES ACQUIRED ON VESTING (#) | | | VALUE REALIZED
ON VESTING ($) (2) | | Brian D. Chambers | | | — | | | | — | | | | | | | | 25,100 | | | | 1,308,122 | | Michael H. Thaman | | | — | | | | — | | | | | | | | 169,700 | | | | 8,843,096 | | Prithvi S. Gandhi (3) | | | — | | | | — | | | | | | | | 7,046 | | | | 377,796 | | Daniel T. Smith | | | — | | | | — | | | | | | | | 30,750 | | | | 1,602,559 | | Marico A. Sandri (4) | | | 9,000 | | | | 278,340 | | | | | | | | 7,218 | | | | 579,098 | | Ava Harter (5) | | | — | | | | — | | | | | | | | 12,580 | | | | 1,099,559 | | Michael C. McMurray (6) | | | 21,100 | | | | 534,991 | | | | | | | | 37,527 | | | | 2,080,830 | |
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| (3) | | (1) | Represents thepre-tax value realized on options that were exercised during the fiscal year, computed by multiplying the number of shares acquired upon exercise by the difference between the option’s strike price and the fair market value of Owens Corning common stock at the time of exercise.
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| (2) | Represents thepre-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.
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| (3) | Mr. Gandhi elected to defer 232Mr. Sandri elected to defer 4,391 shares from the stock awards that vested during the fiscal year. He elected to receive these shares as a lump sum following termination, subject to the requirements of 409A of the Internal Revenue Code.
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| (4) | Mr. Sandri elected to defer 4,136 shares from the stock awards that vested during the fiscal year. He elected to receive these shares as a lump sum following termination, subject to the requirements of 409A of the Internal Revenue Code.
2020 PENSION BENEFITS TABLE The following table sets forth the required information regarding pension benefits, as applicable, for the NEOs for 2020. | | | | | | | | | | | | | | | | | | | | 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 | | | | | | | — | | | | — | | | | | | | Kenneth S. Parks | | Qualified Plan(2) | | | — | | | | — | | | | — | | | | | | | | | Top-Hat Plan(3) | | | — | | | | — | | | | — | | | | | | | | | | Total | | | | | | | — | | | | — | | | | | | | Daniel T. Smith | | Qualified Plan(2) | | | 0.30 | | | | 5,000 | | | | — | | | | | | | | | Top-Hat Plan(3) | | | 0.30 | | | | — | | | | — | | | | | | | | | | Total | | | | | | | 5,000 | | | | — | | | | | | | Marcio A Sandri | | Qualified Plan(2) | | | 9.42 | | | | 19,000 | | | | — | | | | | | | | | Top-Hat Plan(3) | | | 9.42 | | | | 5,000 | | | | — | | | | | | | | | | Total | | | | | | | 24,000 | | | | — | | | | | | | Gunner S. Smith | | Qualified Plan(2) | | | 1.08 | | | | 7,000 | | | | — | | | | | | | | | Top-Hat Plan(3) | | | 1.08 | | | | — | | | | — | | | | | | | | | | Total | | | | | | | 7,000 | | | | — | | | | | | | Prithvi S. Gandhi | | Qualified Plan(2) | | | — | | | | — | | | | — | | | | | | | | | Top-Hat Plan(3) | | | — | | | | — | | | | — | | | | | | | | | Total | | | | | | | — | | | | — | |
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| (5) | Ms. Harter elected to defer 9,230 shares from the stock awards that vested during the fiscal year. She elected to receive these shares as a lump sum two years after the vesting, subject to the requirements of 409A of the Internal Revenue Code.
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| (6) | Mr. McMurray elected to defer 2,605 shares from the stock awards that vested during the fiscal year. He elected to receive these shares as a lump sum two years after the vesting, subject to the requirements of 409A of the Internal Revenue Code.
| (1) | These values are calculated in accordance with requirements of the Accounting Standards Codification No. 715. |
2019 Pension Benefits Table
The following table sets forth the required information regarding pension benefits, as applicable, for the NEOs for 2019.
| | | | | | | | | | | | | | | | 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 | | | | | | | — | | | | — | | Michael H. Thaman | | Qualified Plan (2) | | | 17.37 | | | | 152,000 | | | | — | | | | | | | | Top-Hat Plan (3) | | | 17.37 | | | | 620,000 | | | | — | | | | | | | | | Total | | | | | | | 772,000 | | | | — | | Prithvi S. Gandhi | | Qualified Plan (2) | | | — | | | | — | | | | — | | | | | | | | Top-Hat Plan (3) | | | — | | | | — | | | | — | | | | | | | | | Total | | | | | | | — | | | | — | | Daniel T. Smith | | Qualified Plan (2) | | | 0.30 | | | | 5,000 | | | | — | | | | | | | | Top-Hat Plan (3) | | | — | | | | — | | | | — | | | | | | | | | Total | | | | | | | 5,000 | | | | — | | Marcio A Sandri | | Qualified Plan (2) | | | 9.42 | | | | 20,000 | | | | — | | | | | | | | Top-Hat Plan (3) | | | 9.42 | | | | 5,000 | | | | — | | | | | | | | | Total | | | | | | | 25,000 | | | | — | | Ava Harter | | Qualified Plan (2) | | | — | | | | — | | | | — | | | | | | | | Top-Hat Plan (3) | | | — | | | | — | | | | — | | | | | | | | | Total | | | | | | | — | | | | — | | Michael C. McMurray | | Qualified Plan (2) | | | 1.08 | | | | 11,000 | | | | — | | | | | | | | Top-Hat Plan (3) | | | 1.08 | | | | 1,000 | | | | — | | | | | | | | Total | | | | | | | 12,000 | | | | — | |
| (1) | These values are calculated in accordance with requirements of the Accounting Standards Codification No. 715.
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| | (2) | Refers to benefits under the Company’s Cash Balance Plan or, if greater, under the Owens Corning Salaried Employees’ Retirement Plan maintained prior to 1996, as discussed below. |
| (3) | Refers to benefits under the Company’snon-qualified Supplemental Plan.
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Owens Corning maintains atax-qualified noncontributory defined benefit cash balance pension plan (the “Cash Balance Plan”) covering certain salaried and hourly employees in the United States, including certain NEOs. The Cash Balance Plan was adopted by Owens Corning in replacement of the qualified Salaried Employees’ Retirement Plan maintained prior to 1996, which we referas discussed below.
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| (3) | Refers to as the “Prior Plan.” The Prior Plan provided retirement benefits primarily on the basis of age at retirement, years of service and average earnings from the highest three consecutive years of service. 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.
As the Company transitioned from the Prior Plan to the current Cash Balance Plan, participating employees who were at least age 40 with 10 years of service as of December 31, 1995 became entitled to receive the greater of their benefit under the Prior Plan frozen as of December 31, 2000, or under the Cash Balance Plan.
Each participating NEO would have been entitled to payment of their vested accrued benefit under thetax-qualified plan in the event of a termination occurring on December 31, 2019, valued as alump-sum payable as of that date as follows: Mr. Thaman, $168,471; Mr. Smith, $5,670; Mr. Sandri, $22,369; and Mr. McMurray, $12,830. Mr. Chambers, Mr. Gandhi and Ms. Harter do not participate in the Cash Balance Plan.
In addition to thetax-qualified pension plan, Owens Corning maintains supplemental pension benefits, including the Supplemental Plan that pays eligible employees leaving the Company the difference between the benefits payable under Owens Corning’stax-qualified pension plan and those benefits that would have been payable except for limitations imposed by the Internal Revenue Code. The Supplemental Plan was amended to eliminate future accruals and was closed to new participation effective January 1, 2010. Some NEOs participate in both thetax-qualified pension plan and theCompany’s nonqualified Supplemental Plan.
Each eligible NEO would have been entitled to payment of their vested accrued benefit under the Supplemental Plan in the event of a termination occurring on December 31, 2019, valued as alump-sum payable as of that date as follows: Mr. Thaman, $694,691; Mr. Sandri, $5,769; and Mr. McMurray, $1,641.
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Owens Corning maintains a tax-qualified noncontributory defined benefit cash balance pension plan (the “Cash Balance Plan”) covering certain salaried and hourly employees in the United States, including certain NEOs. The Cash Balance Plan was adopted by Owens Corning in replacement of the qualified Salaried Employees’ Retirement Plan maintained prior to 1996, which we refer to as the “Prior Plan.” The Prior Plan provided retirement benefits primarily on the basis of age at retirement, years of service and average earnings from the highest three consecutive years of service. 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. As the Company transitioned from the Prior Plan to the current Cash Balance Plan, participating employees who were at least age 40 with 10 years of service as of December 31, 1995 became entitled to receive the greater of their benefit under the Prior Plan frozen as of December 31, 2000, or under the Cash Balance Plan. Each participating NEO would have been entitled to payment of their vested accrued benefit under the tax-qualified plan in the event of a termination occurring on December 31, 2020, valued as a lump-sum payable as of that date as follows: Mr. D. Smith, $5,757, Mr. Sandri $22,711 and Mr. G. Smith $9,785. Mr. Chambers, Mr. Parks and Mr. Gandhi do not participate in the Cash Balance Plan. In addition to the tax-qualified pension plan, Owens Corning maintains supplemental pension benefits, including the Supplemental Plan that pays eligible employees leaving the Company the difference between the benefits payable under Owens Corning’s tax-qualified pension plan and those benefits that would have been payable except for limitations imposed by the Internal Revenue Code. The Supplemental Plan was amended to eliminate future accruals and was closed to new participation effective January 1, 2010. Some NEOs participate in both the tax-qualified pension plan and the Supplemental Plan. Each eligible NEO would have been entitled to payment of their vested accrued benefit under the Supplemental Plan in the event of a termination occurring on December 31, 2020, valued as a lump-sum payable as of that date as follows: Mr. Sandri, $5,857. Mr. Chambers, Mr. Parks, Mr. D. Smith, Mr. G. Smith and Mr. Gandhi Mr. Smith and Ms. Harter do not participate in the Supplemental Plan. NONQUALIFIED DEFERRED COMPENSATION The Company has established an unfunded Deferred Compensation Plan under which eligible officers,employees, including several of the NEOs, are permitted to defer some or all of their cash incentive compensation and up to 80% of their base salary. OfficersNEOs may defer compensation until their separation from the Company, or may designate a set deferral period between two and ten years. They may elect to take their distribution as a lump sum, five annual installments, ten annual installments, or a set dollar amount. In 2019,2020, Owens Corning provided Company contributions to the accounts of eligible officers, including several of the NEOs to restore Company contributions and matching contributions that were limited in the 401(k) Plan by the IRS. These contributions are deferred until separation, and officersNEOs may elect to defer payments for an additional two to ten years after separation. They may elect to take their distribution as a lump sum, five annual installments, ten annual installments, or a set dollar amount. OfficersNEOs may choose among mutual funds offered in the 401(k) Plan, as well as Owens Corning stock, for hypothetical investment of their account. Deferred amounts are credited with earnings or losses based on the rate of return of specified mutual funds and/or the value of Owens Corning stock. This plan is unfunded and unsecured, and all investments are hypothetical.
2019 Nonqualified Deferred Compensation Table2020 NONQUALIFIED DEFERRED COMPENSATION TABLE
| | | | | | | | | | | | | | | | | | | | | | NAME | | EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR ($) | | | 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) | | | 73,467 | | | | 61,608 | | | | 50,573 | | | | — | | | | 450,886 | | Michael H. Thaman | | | — | | | | 66,533 | | | | 150,122 | | | | — | | | | 850,825 | | Prithvi S. Gandhi (5) | | | 18,212 | | | | 21,572 | | | | 44,552 | | | | — | | | | 235,359 | | Daniel T. Smith (6) | | | 47,859 | | | | 60,844 | | | | 28,429 | | | | (12,302 | ) | | | 718,073 | | Marcio A. Sandri (7) | | | 108,053 | | | | 38,249 | | | | 53,205 | | | | — | | | | 404,672 | | Ava Harter (8) | | | 8,768 | | | | 50,428 | | | | 40,121 | | | | | | | | 210,768 | | Michael C. McMurray (9) | | | 62,857 | | | | 76,942 | | | | 47,505 | | | | — | | | | 771,376 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | 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) | | | 87,133 | | | | 55,663 | | | | 62,407 | | | | — | | | | 656,089 | | | | | | | | Kenneth S. Parks | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | Daniel T. Smith(5) | | | 70,829 | | | | 33,754 | | | | 44,696 | | | | (79,387 | ) | | | 787,964 | | | | | | | | Marcio A. Sandri(6) | | | 16,100 | | | | 24,240 | | | | 44,827 | | | | — | | | | 489,839 | | | | | | | | Gunner S. Smith | | | — | | | | 19,117 | | | | 18,550 | | | | | | | | 119,219 | | | | | | | | Prithvi S. Gandhi(7) | | | 22,672 | | | | 9,981 | | | | 50,023 | | | | — | | | | 318,034 | |
| | (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 20192020 Summary Compensation Table. |
| | (2) | The amounts do not reflect above-market or preferential earnings and are therefore not reported in the 20192020 Summary Compensation Table. |
| | (3) | The aggregate balance includes the following amounts that were reported in the Summary Compensation TableTables for each NEO in previous years: Mr. Thaman: $539,747;Chambers: $375,188; Mr. Chambers: $240,113;D. Smith: $602,996; Mr. Smith: $494,293;Sandri: $146,302; and Mr. McMurray: $482,890.Gandhi: $39,784. |
| | (4) | The amount in the first column reflects the deferral of a portion of Mr. Chambers’ 20192020 base salary, which is reflected as “Salary” in the 20192020 Summary Compensation Table. |
| | (5) | The amount in the first column reflects the deferral of a portion of Mr. D. Smith’s 2020 base salary, which is reflected as “Salary” in the 2020 Summary Compensation Table and 2019 CIP paid in 2020, which is reflected in “Non-Equity Incentive Plan Compensation” in the 2020 Summary Compensation Table. |
| (6) | The amount in the first column reflects the deferral of a portion of Mr. Sandri’s 2020 base salary, which is reflected as “Salary” in the 2020 Summary Compensation Table. |
| (7) | The amount in the first column reflects the deferral of a portion of Mr. Gandhi’s 20192020 base salary, which is reflected as “Salary” in the 20192020 Summary Compensation Table. |
| (6) | The amount in the first column reflects the deferral of a portion of Mr. Smith’s 2019 base salary, which is reflected as “Salary” in the 2019 Summary Compensation Table and 2018 CIP paid in 2019, which is reflected in“Non-Equity Incentive Plan Compensation” in the 2019 Summary Compensation Table.
|
| (7) | The amount in the first column reflects the deferral of a portion of Mr. Sandri’s 2019 base salary, which is reflected as “Salary” in the 2019 Summary Compensation Table and 2018 CIP paid in 2019, which is not reflected in“Non-Equity Incentive Plan Compensation” in the 2019 Summary Compensation Table.
|
| (8) | The amount in the first column reflects the deferral of a portion of Ms. Harter’s 2018 CIP paid in 2019, which is not reflected in“Non-Equity Incentive Plan Compensation” in the 2019 Summary Compensation Table for 2018.
|
| (9) | The amount in the first column reflects the deferral of a portion of Mr. McMurray’s 2019 base salary, which is reflected as “Salary” in the 2019 Summary Compensation Table and 2018 CIP paid in 2019, which is reflected in“Non-Equity Incentive Plan Compensation” in the 2019 Summary Compensation Table for 2018.
|
POTENTIAL PAYMENTS UPON TERMINATION ORCHANGE-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 achange-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, Parks, Gandhi, D. Smith, Sandri and Ms. Harter whichG. Smith 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 (in the case of Mr. Gandhi, one times base and annual incentive compensation) plus continuation of health insurance coverage for a maximum period of one year. The severance agreements provide for payments upon achange-in-control only if the individual is also terminated for reasons other than cause in connection with thechange-in-control. Payments under the severance agreements are made in cash and are paid in the same manner as the regular payroll payments over a24-month period. Health care coverage provided under the severance agreements is providedin-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 achange-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 apro-rated award for that performance period. CIP payments are made inone-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, restricted stock units, performance share units and option awards. Accelerated vesting of outstanding restricted stock, restricted stock units, performance share units and option awards may only occur upon death, disability or achange-in-control. In the case of a qualified retirement, certain RSUs granted in 2019 and 2020 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 at age 55 and 5 years of service.a qualified retirement. The NEOs are entitled, upon or following their termination, to their accrued benefits under the Supplemental Plan arrangements as described above. 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 that would have occurred upon a termination event described herein are set forth in the narrative to the 20192020 Pension Benefits Table above. PAYMENTS UPON TERMINATION ORCHANGE-IN-CONTROL TABLE (assumes termination orchange-in-control as of December 31, 2019)2020) ($ in thousands) | | | | | | | | | | | | | | | | | | | | | | | | | | EVENT AND AMOUNTS | | BRIAN D. CHAMBERS | | | MICHAEL H. THAMAN | | | PRITHVI
S.
GHANDI | | | DANIEL T. SMITH | | | MARCIO
A.
SANDRI | | | AVA A.
HARTER | | Voluntary Termination | | | | | | | | | | | | | | | | | | | | | | | | | | No other payments due (as was the case for Mr. McMurray) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Retirement | | | | | | | | | | | | | | | | | | | | | | | | | No other payments due | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Involuntary Termination for Cause | | | | | | | | | | | | | | | | | | | | | | | | | No other payments due | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | InvoluntaryNot-For-Cause Termination | | | | | | | | | | | | | | | | | | | | | | | | | CIP | | | 619 | | | | 250 | | | | 96 | | | | 235 | | | | 226 | | | | 213 | | Restricted Stock Awards (2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Performance Share Units (3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | Cash Severance | | | 4,204 | | | | 255 | | | | 1,065 | | | | 1,972 | | | | 1,820 | | | | 1,785 | | Health Care Continuation (1) | | | 16 | | | | 5 | | | | 6 | | | | 11 | | | | 16 | | | | 15 | | Outplacement Services (1) | | | 22 | | | | — | | | | 22 | | | | 22 | | | | 22 | | | | 22 | | Termination Upon aChange-in-Control | | | | | | | | | | | | | | | | | | | | | | | | | CIP | | | 619 | | | | 250 | | | | 96 | | | | 235 | | | | 226 | | | | 213 | | Restricted Stock Awards (2) | | | 3,304 | | | | 6,167 | | | | 781 | | | | 1,766 | | | | 1,230 | | | | 1,744 | | Performance Share Units (3) | | | 7,124 | | | | 5,464 | | | | 651 | | | | 2,559 | | | | 1,641 | | | | 2,058 | | Cash Severance | | | 4,204 | | | | 255 | | | | 1,065 | | | | 1,972 | | | | 1,820 | | | | 1,785 | | Health Care Continuation (1) | | | 16 | | | | 5 | | | | 6 | | | | 11 | | | | 16 | | | | 15 | | Outplacement Services (1) | | | 22 | | | | — | | | | 22 | | | | 22 | | | | 22 | | | | 22 | | Change-in-Control with No Termination | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock Awards (2) | | | 3,304 | | | | 6,167 | | | | 781 | | | | 1,766 | | | | 1,230 | | | | 1,744 | | Performance Share Units (3) | | | 7,124 | | | | 5,464 | | | | 651 | | | | 2,559 | | | | 1,641 | | | | 2,058 | | Pre-Retirement Death | | | | | | | | | | | | | | | | | | | | | | | | | CIP | | | 619 | | | | 250 | | | | 96 | | | | 235 | | | | 226 | | | | 213 | | Restricted Stock Awards (2) | | | 3,304 | | | | 6,167 | | | | 781 | | | | 1,766 | | | | 1,230 | | | | 1,744 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | EVENT AND AMOUNTS | | CHAMBERS | | | PARKS | | | SMITH, D. | | | SANDRI | | | SMITH, G. | | | GANDHI | | | | | | | | | | 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 | | | 1,478 | | | | 177 | | | | 476 | | | | 435 | | | | 403 | | | | 184 | | | | | | | | | | Restricted Stock Awards(2) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | Performance Share Units(3) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | | | | | | | Cash Severance | | | 4,950 | | | | 2,450 | | | | 2,065 | | | | 1,890 | | | | 1,750 | | | | 551 | | | | | | | | | | Health Care Continuation(1) | | | 19 | | | | 19 | | | | 13 | | | | 19 | | | | 19 | | | | 7 | | | | | | | | | | Outplacement Services(1) | | | 22 | | | | 22 | | | | 22 | | | | 22 | | | | 22 | | | | 22 | | | | | | | | | | Termination Upon a Change-in-Control | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CIP | | | 1,478 | | | | 177 | | | | 476 | | | | 435 | | | | 403 | | | | 184 | | | | | | | | | | Restricted Stock Awards(2) | | | 5,155 | | | | 1,171 | | | | 1,291 | | | | 1,373 | | | | 1,365 | | | | 1,008 | | | | | | | | | | Performance Share Units(3) | | | 15,917 | | | | 2,343 | | | | 3,928 | | | | 3,409 | | | | 2,958 | | | | 1,057 | | | | | | | | | | Cash Severance | | | 4,950 | | | | 2,450 | | | | 2,065 | | | | 1,890 | | | | 1,750 | | | | 551 | | | | | | | | | | Health Care Continuation(1) | | | 19 | | | | 19 | | | | 13 | | | | 19 | | | | 19 | | | | 7 | | | | | | | | | | Outplacement Services(1) | | | 22 | | | | 22 | | | | 22 | | | | 22 | | | | 22 | | | | 22 | | | | | | | | | | Change-in-Control with No Termination | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Restricted Stock Awards(2) | | | 5,155 | | | | 1,171 | | | | 1,291 | | | | 1,373 | | | | 1,365 | | | | 1,008 | | | | | | | | | | Performance Share Units(3) | | | 15,917 | | | | 2,343 | | | | 3,928 | | | | 3,409 | | | | 2,958 | | | | 1,057 | | | | | | | | | | Pre-Retirement Death | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | CIP | | | 1,478 | | | | 177 | | | | 476 | | | | 435 | | | | 403 | | | | 184 | | | | | | | | | | Restricted Stock Awards(2) | | | 5,155 | | | | 1,171 | | | | 1,291 | | | | 1,373 | | | | 1,365 | | | | 1,008 | |
| | (1) | Where eligible for such benefits, the amount includes both health care continuation coverage and/or outplacement services. The value of health care continuation is based on the Company’s net plan cost and the coverage category in which the executive is enrolled; this value assumes that the executive continues to pay the employee portion of the premium. The value of outplacement services assumes the maximum services available under the severance agreement. As a practical matter the actual value of such services is typically substantially less than the maximum. |
| | (2) | For restricted stock awards, vesting is generally incremental over a four-year period and anynon-vested portion is forfeited upon termination.termination for reasons other than death, disability, or qualified retirements. For the 2019 RSU grants, as of December 31, 2020, Mr. D. Smith and Mr. Sandri are eligible for continued vesting upon a qualified retirement. Vesting on these stock awards and appointment/retention awards is only accelerated in the case of death, disability, orchange-in-control. The amounts reflected in the table are calculated based on the closing stock price as of December 31, 20192020 of $65.12.$75.76. |
| | (3) | Performance Share Unit awards are not forfeited upon death or disability, but would vest in full as of the date of death or disability and payout would be determined consistent with performance only at the end of the performance period. The value of awards at the end of the performance period is uncertain and would reflect the performance against the established performance targets. For involuntary termination, voluntary termination, or for termination for cause occurring before vesting, these awards would be forfeited. As of December 31, 2019,2020, Mr. ThamanD. Smith and Mr. Sandri are eligible forpro-rata vesting upon a qualified retirement. Payout of Performance Share Unit awards is only accelerated in the case of achange-in-control. For this table it is assumed that Performance Share Units would pay out at maximum for achange-in-control, and disclosure is calculated based on the closing stock price as of December 31, 2019.2020. |
20192020 NON-MANAGEMENT DIRECTOR COMPENSATION
The following table sets forth the compensation for 20192020 of thenon-management members of the Board of Directors. Employee directors do not receive additional compensation for such service. The narrative that follows the table describes the compensation programs applicable to thenon-management directors during 2019.2020. | | | | | | | | | | | | NAME | | FEES EARNED OR PAID IN CASH ($)(1) | | | STOCK AWARDS
($)(2) | | | TOTAL ($) | | | FEES EARNED
OR PAID IN
CASH ($)(1) | | | STOCK
AWARDS
($)(2) | | | TOTAL
($) | | Cesar Conde (3) | | | 28,148 | | | | 42,267 | | | | 70,415 | | | | | | | | Eduardo E. Cordeiro | | | — | | | | 65,296 | | | | 65,296 | | | | — | | | | 250,086 | | | | 250,086 | | | | | | | Adrienne D. Elsner | | | 94,000 | | | | 141,039 | | | | 235,039 | | | | 50,000 | | | | 200,041 | | | | 250,041 | | | | | | | Brian J. Ferguson | | | — | | | | 244,972 | | | | 244,972 | | | | — | | | | 250,086 | | | | 250,086 | | | | | | | Alfred E. Festa | | | | — | | | | 72,737 | | | | 72,737 | | | | | | | Ralph F. Hake | | | 94,000 | | | | 141,039 | | | | 235,039 | | | | 100,000 | | | | 150,036 | | | | 250,036 | | | | | | | Edward F. Lonergan | | | — | | | | 250,016 | | | | 250,016 | | | | — | | | | 265,037 | | | | 265,037 | | | | | | | Maryann T. Mannen | | | 98,000 | | | | 147,011 | | | | 245,011 | | | | 108,000 | | | | 162,008 | | | | 270,008 | | | | | | | W. Howard Morris | | | 94,000 | | | | 141,039 | | | | 235,039 | | | | 100,000 | | | | 150,036 | | | | 250,036 | | | | | | | Suzanne P. Nimocks | | | 100,000 | | | | 149,982 | | | | 249,982 | | | | 106,000 | | | | 158,968 | | | | 264,968 | | | | | | | John D. Williams | | | — | | | | 275,021 | | | | 275,021 | | | | — | | | | 290,018 | | | | 290,018 | |
| | (1) | Includes the cash amount of the annual retainers for service on the Board and in certain Board leadership positions for 2019.2020. |
| | (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 2019. |
| (3) | Mr. Conde retired from the Board in 2019.2020.
|
Non-Employee Director CompensationNON-EMPLOYEE DIRECTOR COMPENSATION
We have designed ourNon-Employee Director Compensation program to: (i) align directors’ interests with the long-term interests of our stockholders;shareholders; (ii) attract and retain outstanding director candidates with diverse backgrounds and experiences; and (iii) recognize the substantial time commitment required to serve as an Owens Corning director. At least every two years, the Compensation Committee reviews the Company’s director compensation program to determine whether it remains consistent with these objectives as well 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 Consultant. See “Competitive Positioning” on page 28.31. During 2019,2020, the Company compensated eachnon-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 approved by the Compensation Committee. Eachnon-management director received an annual Board retainer of $235,000.$250,000. The ChairChairs of Compensation, Governance and Finance Committees received an additional annual retainer of $15,000, prorated if only part of the year was served in the Chair position. The Chair of the Audit Committee received an additional annual retainer of $20,000, and the Lead Independent Director received an additional annual retainer in the amount of $25,000. All retainers were paid in a combination of stock and cash based on the director’s election (subject to a minimum 60% stock requirement). Stock compensation for annual retainers may be deferred beyond the distribution date pursuant to a written election executed prior to the start of the year. The annual retainers are otherwise paid on a quarterly basis.Non-management directors receive no perquisites. Our stock ownership guidelines currently provide that eachnon-management director must own stock with a value of five times the maximum cash retainer. As of the date of this Proxy Statement, allnon-management directors with more than three years of tenure on the Board hold stock in excess of the ownership guidelines. Owens Corning establishedmaintains a Deferred Compensation Plan effective January 1, 2007, under whichnon-management directors have been permitted to defer some or all of their cash compensation for annual retainer, annual chair retainer and meeting fees.compensation. Such deferred cash compensation will be credited to an individual account and will accrue gains or losses under notional investment funds available under the plan and as selected by the director (the available fund options include a fund indexed to Company common stock). The Company does not contribute, nor does it match, any amounts deferred by directors. EQUITY COMPENSATION PLAN INFORMATION Information regarding Owens Corning’s equity compensation plans as of December 31, 2019,2020, is as follows: | | | | | | | | | | (a) | | (b) | | (c) | | | | | PLAN CATEGORY | | NUMBER OF
SECURITIES
TO BE ISSUED
UPON
EXERCISE OF
OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS | | WEIGHTED-AVERAGE EXERCISE PRICE OF OUTSTANDING OPTIONS, WARRANTS AND RIGHTS (2) | | NUMBER OF SECURITIES REMAINING AVAILABLE FOR FUTURE ISSUANCE UNDER EQUITY COMPENSATION PLANS (excluding securities reflected in column (a)) | Equity compensation plans approved by
security holders (1) | | 414,800 | | $37.79 | | 4,103,046 | Equity compensation plans not approved by
security holders | | — | | — | | — | | | | Total | | 414,800 | | $37.79 | | 4,103,046 |
| | | | | | | | | | | | | | | | | | | | | (a) | | | (b) | | | (c) | | | | | | | | PLAN CATEGORY | | NUMBER OF
SECURITIES TO BE
ISSUED
UPON EXERCISE OF
OUTSTANDING
OPTIONS,
WARRANTS
AND RIGHTS | | | WEIGHTED-AVERAGE
EXERCISE PRICE OF
OUTSTANDING OPTIONS,
WARRANTS AND RIGHTS(2) | | | NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER EQUITY
COMPENSATION PLANS
(EXCLUDING SECURITIES
REFLECTED IN COLUMN(a)) | | | | | | | Equity compensation plans approved by security holders(1) | | | 361,775 | | | $ | 37.77 | | | | 3,501,138 | | | | | | | Equity compensation plans not approved by security holders | | | — | | | | — | | | | — | | | | | | | TOTAL | | | 361,775 | | | $ | 37.77 | | | | 3,501,138 | |
| | (1) | Relates to the Owens Corning 2019 Stock Plan, which authorizes the grant of stock options, stock appreciation rights, restricted stock units, bonus stock awards and performance share awards. Because this amount covers performance awards, it may overstate actual dilution. |
| | (2) | Restricted stock units and performance share units are not taken into account in the weighted-average exercise price as such awards have no exercise price. |
PROPOSAL 2 RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee of the Board of Directors has selected PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2020,2021, subject to ratification by our stockholders.shareholders. Representatives of PricewaterhouseCoopers LLP will be present at the Annual Meeting and available to answerrespond to questions. They also have the opportunity to make a statement if they desire to do so. We are asking our stockholdersshareholders to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020.2021. Although ratification is not required by our bylawsBylaws or otherwise, the Board has submitted the selection of PricewaterhouseCoopers LLP to our stockholdersshareholders for ratification because we value our stockholders’shareholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice. In the event that our stockholdersshareholders fail to ratify the selection, it will be considered a direction to the Board of Directors and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.shareholders. The Board of Directors and the Audit Committee recommend a vote FOR the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020.2021. PROPOSAL 3 APPROVAL, ON AN ADVISORY BASIS, OF NAMED EXECUTIVE OFFICER COMPENSATION The Company is presenting the following proposal, which gives stockholdersshareholders the opportunity to cast anon-binding vote to approve the 20192020 compensation of our named executive officers by voting for or against the resolution below. This resolution is required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Consistent with the preference expressed by our stockholders,shareholders, the Company will hold this advisory vote on an annual basis (the next vote is anticipated to be held at the 20212022 Annual Meeting) until the nextnon-binding vote on the frequency with which advisory votes to approve named executive officer compensation should be held. In considering your vote, we encourage you to review the Compensation Discussion and Analysis section and the compensation tables and narratives in this Proxy Statement. The Company believes its compensation philosophy and programs are strongly linked to performance and results and appropriately aligned with the interests of stockholders.shareholders. Compensation opportunities are generally competitive with market median practices. Actual compensation levels may exceed target levels to the extent Company and individual performance exceeds expectations.target level performance. In the event performance is below targeted levels, actual pay levels may be below target levels. A significant majority of total compensation is performance-based. Executives are appropriately focused on achieving annual financial and operational goals through the Company’s annual Corporate Incentive Plan and on maximizing stockholdershareholder value over the long term, through grants of restricted stock units and performance share units. Accordingly, the Company is asking stockholdersshareholders to vote FOR the following resolution at the Annual Meeting: “RESOLVED, that the Company’s stockholdersshareholders approve, on an advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and narratives and any related disclosure in the Proxy Statement.” While our Board of Directors and Compensation Committee intend to consider carefully the stockholdershareholder vote resulting from the proposal, the final vote will not be binding and is advisory in nature. The affirmative vote of a majority of the votes that could be cast by the holders of all stock entitled to vote that are present in person or by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers. The Board of Directors recommends that you vote FOR approval, on an advisory basis, of the compensation of our named executive officers. PROPOSAL 4
APPROVAL OF THE AMENDED AND RESTATED OWENS CORNING EMPLOYEE STOCK PURCHASE PLAN
We are asking our stockholders to approve the Amended and Restated Owens Corning Employee Stock Purchase Plan, as amended and restated effective April 16, 2020 (referred to in this Proposal 4 as the ESPP) to increase the number of shares of common stock, par value $0.01 per share, available for issuance under the ESPP by 4,200,000 shares (which amount is in addition to the 2,000,000 shares previously authorized for issuance under the ESPP, bringing the total number of authorized shares under the ESPP document to 6,200,000), with the share increase representing approximately 4% of our shares of common stock outstanding as of February 14, 2020. We adopted the ESPP so we could offer employees of Owens Corning and eligible subsidiaries the opportunity to purchase Owens Corning common stock at a discounted price as an incentive for continued employment and to help align their interests with those of our stockholders. We are proposing an increase in the number of shares available for issuance under the ESPP to help us to continue providing this benefit to new and current employees. Stockholder approval of the ESPP is also being sought for the purpose of qualifying certain shares of common stock issued under the ESPP for special tax treatment under Section 423 of the U.S. Internal Revenue Code (referred to in this Proposal 4 as the Code).
If the ESPP, as amended and restated, is approved, it is expected that there will be sufficient shares available under the ESPP to satisfy our needs under the ESPP for approximately 10 more years, but the shares available under the ESPP could last for a different period of time if actual practice does not match current expectations or our share price changes materially.
Our Compensation Committee (“Committee”) approved the ESPP on February 5, 2020 and our Board of Directors adopted the ESPP on February 6, 2020, subject to stockholder approval. The ESPP, as amended and restated, is effective as of such date, subject to stockholder approval on or before the12-month anniversary of the effective date. If the ESPP, as amended and restated, is not approved by stockholders by such12-month anniversary, then it will cease to be effective, and the ESPP as in effect prior to such amendment will continue in effect in accordance with its terms.
As of the close of enrollment for our most recent offering period under the ESPP, November 24, 2019, there were 2,451 employees participating in the ESPP, representing approximately 29% of our employees who are eligible to participate in the ESPP.
As of February 19, 2020, an aggregate of 297,311 shares of common stock remained available for future issuance under the ESPP. Our Board of Directors has, subject to stockholder approval of this Proposal 4, increased the aggregate number of shares of our common stock issuable under the ESPP by 4,200,000 shares. The number of employees eligible to participate in the ESPP has increased by approximately 1,050 people since the last time our stockholders approved shares issuable under the ESPP. Our Board of Directors believes the proposed share increase is in the best interests of Owens Corning and its stockholders and will help us continue to provide our employees with the opportunity to acquire an ownership interest in Owens Corning through their participation in the ESPP.
Description of the ESPP
The material terms and provisions of the ESPP, as amended and restated, are summarized below. This summary, however, does not purport to be a complete description of the ESPP, as amended and restated. The following summary of the ESPP is qualified in its entirety by reference to the complete text of the ESPP, as amended and restated, a copy of which is included as Annex A to this Proxy Statement. Any stockholder that wishes to obtain a paper copy of the plan document may do so by written request to: Corporate Secretary, Owens Corning, One Owens Corning Parkway, Toledo, Ohio 43659.
As further described in this Proposal 4, the ESPP has been amended and restated to provide for:
an increase in the ESPP’s share reserve by 4,200,000 shares; and
certain clarifying amendments to ease administration and eliminate potential ambiguities in ESPP interpretation.
Purpose of the ESPP
The purpose of the ESPP is to offer employees an opportunity to purchase stock directly from Owens Corning at a discounted price, and align wealth creation opportunities with those of stockholders. The ESPP will broaden employee access to Owens Corning stock, by offering all employees the opportunity to purchase through convenient payroll deductions.
The ESPP will be offered initially in the United States, and may be offered outside of the United States in the future based on demand and local regulatory constraints.
Eligibility
All employees of the United States’ subsidiaries of Owens Corning will be eligible to participate in the ESPP, except for temporary employees who work less than five months per year. A new hire will be eligible to enroll during the next enrollment window following his or her date of hire. A terminating employee will generally be withdrawn from the plan and refunded any contributions made as of their date of termination.
The Committee may delegate the determination of eligibility requirements and participating subsidiaries to the Company.Non-United States subsidiaries are currently excluded from participation, but may be added in the future.
As of the close of enrollment for our most recent offering period under the ESPP, November 24, 2019, Owens Corning had approximately 8,427 employees who were eligible to participate in the ESPP. The basis for participation in the ESPP is meeting the eligibility requirements and electing to participate.
Offering Periods
The first offering period under the amended and restated ESPP will commence on June 1, 2020 and will have asix-month duration, closing on November 30, 2020. Subsequentnon-overlapping offering periods will follow every six months, with stock purchases occurring at the end of each offering. The Committee has the authority to change the timing and duration of future offering periods.
Participation
Eligible employees may elect to participate in the plan by making an election to contribute a percentage of theirafter-tax compensation through payroll deduction. Elections must be made in whole percentages with a minimum of 1% and a maximum of 15%. The contribution election will generally be taken during an enrollment period in the month preceding the opening of the offering period. Contribution elections will generally be maintained for future offerings unless the employee elects to change the rate of contribution during an enrollment period or elects to withdraw from the plan. Increases to the contribution rate, or decreases to the contribution rate (other than to suspend future contributions) are not permitted outside of enrollment windows.
Eligible Compensation
Compensation under the ESPP is defined as all base straight time salary and wages, but excludes all other forms of compensation. Cash-based incentive compensation and sales commissions are excluded from Compensation under the ESPP.
Participant Accounts
Unfunded accounts will be established for each participant to accumulate payroll deductions. No interest shall accrue on a participant’s payroll deductions or any other amount credited to the account. Participants will be provided with information related to account activity, including balances, payroll deductions, purchase prices and shares purchased.
Purchase of Common Stock
At the end of an offering period, the balance of the participants’ accounts will be used to purchase full shares of Owens Corning common stock, subject to a limit of 4,000 shares in any single offering. The purchase price will be no less than 85% of the lower of the fair market value of Owens Corning common stock at the beginning and ending of the offering period. Fractional shares may not be purchased, and any remaining contributions that are not sufficient to purchase a full share will be retained in the participant’s account for the subsequent offering period.
No employee shall be authorized to purchase common stock through this program if, immediately after the purchase, such employee (or any other person whose stock would be attributed to such employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any parent of the Company or any Subsidiary, and (ii) no participant shall be entitled to purchase stock under this plan at a rate which, when aggregated with his or her rights to purchase stock under all other employee stock purchase plans of the Company or any participating subsidiary, exceeds $25,000 in fair market value, determined as of the grant date (or such other limit as may be imposed by the Code) for each calendar year in which any option granted to the participant under any such plans is outstanding at any time.
Shares of common stock will be issued to participants as promptly as administratively feasible after each purchase date.
As of February 14, 2020, the closing price of our common stock as reported on the New York Stock Exchange was $63.82 per share.
Transferability
Shares may not be transferred out of the participant account until the later of (a) 2 years from the beginning of the applicable offering period and (b) 1 year from the applicable purchase date. However, shares may be sold during this period.
Withdrawal and Termination of Employment
During an offering period, an employee may elect to reduce their contribution to 0% or may elect to fully withdraw from the plan at any time up to 30 days prior to the end of the offering period. If a participant requests to withdraw from the plan, contributions made during the current offering period will be refunded in full. Partial withdrawals are not permitted.
Upon termination of a participant’s employment for any reason more than 30 days prior to the purchase date, the employee will be withdrawn from the plan and contributions will be refunded. The purchase will proceed for participants who terminate within 30 days prior to the purchase date.
Authorized Shares
The total number of shares of common stock currently reserved for issuance over the term of the ESPP is 2,000,000. As of February 19, 2020, an aggregate of 1,702,689 shares of common stock have been issued to employees under the ESPP, and 297,311 shares of common stock remained available for future issuance. Assuming that this Proposal 4 is approved by the stockholders, the total number of shares of common stock reserved for issuance under the ESPP, as amended and restated, will be increased by 4,200,000 to 6,200,000 shares, 4,497,311 shares would remain available to be used pursuant to Section 423 purchase rights. The shares of common stock issuable under the ESPP may be made available from authorized but unissued shares of common stock or from shares of common stock we reacquire, including shares of common stock repurchased on the open market. If any right to purchase shares of common stock granted under the ESPP terminates for any reason without having been exercised, the shares of common stock not purchased under such right will again become available for issuance under the ESPP.
Administration
The ESPP shall be administered by the Committee. Subject to the terms of the ESPP, the Committee shall have the power to construe the provisions of the ESPP, to determine all questions arising hereunder, and to adopt and amend such rules and regulations for administering the ESPP as the Committee deems desirable. The Committee may delegate to any committee, person (whether or not an employee of the Company or a participating subsidiary) or entity any of its responsibilities or duties hereunder.
Amendment or Termination
The Board of Directors or Committee may at any time and for any reason terminate or amend the ESPP. Except as specifically provided for in the ESPP, no amendment or termination may make any change in any option previously granted under the ESPP that adversely affects the rights of any participant. Without shareholder consent and without regard to whether any participant’s rights may be considered to have been “adversely affected,” the Committee may change the offering periods, limit the frequency and/or number of changes in the amount withheld during an offering period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company’s processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of common stock for each participant properly correspond with amounts withheld from the participant’s compensation, and establish other limitations or procedures as the Committee determines in its sole discretion are advisable and consistent with the ESPP. The Company will obtain shareholder approval of any ESPP amendment to the extent necessary and desirable to comply with Section 423 of the Code, or any successor rule or statute, or other applicable law, rule or regulation, including the requirements of any exchange or quotation system on which the common stock is listed or quoted. Such shareholder approval, if required, will be obtained in a manner and to a degree as may be required by applicable law, rule or regulation.
Federal Tax Consequences
The ESPP is intended to qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Under the Code, no taxable income is recognized by the participant with respect to shares purchased under the ESPP either at the time of enrollment or at any purchase date within an offering period.
If the participant disposes of shares purchased pursuant to the ESPP more than two years from the applicable grant date, more than one year from the applicable purchase date, the participant will recognize ordinary income equal to the lesser of (1) the excess of the fair market value of the shares at the time of disposition over the purchase price, or (2) 15% of the fair market value of the shares on the Grant Date. Any gain on the disposition in excess of the amount treated as ordinary income will be long-term capital gain. The Company is not entitled to take a deduction for the amount of the discount in the circumstances indicated above.
If the participant disposes of shares purchased pursuant to the ESPP within two years after the Grant Date or one year after the purchase date, the employee will recognize ordinary income on the excess of the fair market value of the stock on the purchase date over the purchase price. Any difference between the sale price of the shares and the fair market value on the purchase date will be capital gain or loss. The Company is entitled to a deduction from income equal to the amount the employee is required to report as ordinary compensation income.
The federal income tax rules relating to employee stock purchase plans qualifying under Section 423 of the Code are complex. Therefore, the foregoing outline is intended to summarize only certain major federal income tax rules concerning qualified employee stock purchase plans.
New Plan Benefits
Participation in the ESPP is voluntary and each eligible employee makes his or her own decision whether and to what extent to participate in the ESPP. In addition, our Board of Directors has not approved any grants of purchase rights that are conditioned on stockholder approval of the amendment to our ESPP. Accordingly, we cannot currently determine the benefits or number of shares that will be received in the future by individual
employees or groups of employees under the ESPP. Ournon-employee directors are not eligible to participate in the ESPP.
The table below shows, as to the listed individuals and specified groups, the number of shares of common stock purchased under the ESPP during 2019:
OWENS CORNING EMPLOYEE STOCK PURCHASE PLAN
| | | | | Name and Position | | Number of Shares of
Common Stock
Purchased in 2019(1) | | Brian D. Chambers
President and Chief Executive Officer
| | | None | | Michael H. Thaman
Executive Chairman and Former Chief Executive Officer
| | | None | | Prithvi S. Gandhi
Vice President, Interim Chief Financial Officer
| | | None | | Daniel T. Smith
Senior Vice President, Chief Growth Officer
| | | 490 | | Marcio A. Sandri
President, Composites
| | | 474 | | Ava Harter
Senior Vice President, General Counsel and Secretary
| | | 376 | | Michael C. McMurray
Former Senior Vice President and Chief Financial Officer
| | | None | | All executive officers as a group (10 persons)
| | | 3,220 | | All directors who are not executive officers as a group(2)
| | | — | | All employees, excluding executive officers, as a group
(2,408 persons as of December 1, 2019)
| | | 390,010 | |
(1) The aggregate numbers of shares of common stock purchased through options under the ESPP since its adoption through February 19, 2020, by Mr. Chambers, Mr. Thaman, Mr. Gandhi, Mr. Smith, Mr. Sandri, Ms. Harter and Mr. McMurray, all current executive officers as a group, all directors who are not executive officers as a group, each director nominee (other than Mr. Thaman), the associates of such directors, executive officers or nominees, and all employees (excluding executive officers) as a group (no one person received 5% of the options available under the ESPP), were 457; none; none; 3,265; 2,409; 1,012; none; 15,840; none; none; none; and 1,686,849, respectively.
(2) Non-employee directors are not eligible to participate in the ESPP.
The Board of Directors unanimously recommends a vote FOR approval of the Owens Corning Employee Stock Purchase Plan.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, and SEC regulations require Owens Corning’s directors, certain officers and greater than ten percent stockholders to file reports of ownership on Form 3 and changes in ownership on Forms 4 or 5 with the SEC. Owens Corning undertakes to file such forms on behalf of our current reporting directors and officers pursuant to a power of attorney given to certainattorneys-in-fact. Reporting directors, officers and greater than ten percent stockholders are also required by the SEC rules to furnish Owens Corning with copies of all Section 16(a) reports they file.
Based solely on our review of copies of such reports received and/or written representations from such reporting directors, officers and greater than ten percent stockholders, Owens Corning believes that all Section 16(a) filing requirements applicable to its reporting directors, officers and greater than ten percent stockholders were complied with during fiscal year 2019, except for one Form 4 reporting an acquisition through inheritance of 200 shares of Owens Corning common stock by Mr. W. Howard Morris in 2015 that was inadvertently not timely filed. This transaction was reported with the filing of a Form 4 on July 30, 2019.
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS AND OTHER BUSINESS OF STOCKHOLDERSSHAREHOLDERS Under the rules of the SEC, if a stockholdershareholder wants us to include a proposal in our Proxy Statement and form of proxy for presentation at our 20212022 Annual Meeting of Stockholders,Shareholders, the proposal must be received by us at our principal executive offices at One Owens Corning Parkway, Toledo, Ohio 43659 by November 12, 2020.11, 2021. However, in the event that we hold our 20212022 Annual Meeting of StockholdersShareholders more than 30 days before or 30 days after theone-year anniversary date of the 20202021 Annual Meeting, we will disclose the new deadline by which stockholdershareholder proposals must be received under Item 5 of our earliest possible Quarterly Report onForm 10-Q or, if impracticable, by any means reasonably calculated to inform stockholders.shareholders. The proposal should be sent to the attention of the Secretary of the Company. Under our bylaws,Bylaws, and as permitted by the rules of the SEC, certain procedures are provided that a stockholdershareholder must follow to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of Stockholders.Shareholders. These procedures provide that for nominations of director nominees and/or another item of business to be properly brought before an Annual Meeting of Stockholders,Shareholders, a stockholdershareholder must give timely notice of such nomination or other item of business, as well as any other information required by our Bylaws, in writing to the Secretary of the Company at our principal executive offices and such other item of business must otherwise be a proper matter for stockholdershareholder action. If you are a stockholdershareholder and desire to introduce a nomination or propose an item of business at our 2021 Annual Meeting of Stockholders,Shareholders, you must deliver the notice of your intention to do so: not earlier than December 17, 202016, 2021 and not later than January 16, 202115, 2022 if the date of the 20212022 Annual Meeting is held within 30 days before or 60 days after the first anniversary of this year’s Annual Meeting; not earlier than the 120th day prior to the date of the 20212022 Annual Meeting and not later than the later of the 90th day prior to the date of the 20212022 Annual Meeting and the 10th day following the day on which a public announcement of the date of the 20212022 Annual Meeting is first made by the Company if the date of the 20212022 Annual Meeting is more than 30 days before or more than 60 days after the first anniversary of the date of this year’s Annual Meeting; or in the event that the number of directors to be elected to the Board of Directors is increased and there is no public announcement by the Company naming all of the nominees for director or specifying the size of the increased Board of Directors by January 6, 20215, 2022 only with respect to nominees for any new positions created by such increase, not later than the 10th day following the day on which such public announcement is made by the Company. These time limits also apply in determining whether notice is timely for purposes of SEC rules relating to the exercise of discretionary voting authority. If we do not receive timely notice, or if we meet other SEC requirements, the persons named as proxies in the proxy materials relating to the meeting will use their discretion in voting at the meeting. The Board is not aware of any matters that are expected to come before the 20202021 Annual Meeting other than those referred to in this Proxy Statement. If any other matter should come before the Annual Meeting, the persons named as proxies intend to vote the proxies in accordance with their best judgment. The chairmanChairman of the Annual Meeting may refuse to allow the transaction of any business, or to acknowledge the nomination of any person, not made in compliance with the foregoing procedures. Whether or not you plan to attend the Annual Meeting, your vote is important. Please vote on the Internet,internet, by telephone or by mail. If you vote by telephone, the call is toll-free. No postage is required for mailing in the United States if you vote by mail using the enclosed prepaid envelope. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING Why didWHY DID I receive these proxy materials?RECEIVE THESE PROXY MATERIALS?
We are providing these proxy materials in connection with the solicitation by the Board of Directors of Owens Corning on behalf of the Company of proxies to be voted at the 20202021 Annual Meeting and at any adjournment or postponement thereof. On or about March 13, 2020,11, 2021, we began distributing these proxy materials to stockholders.shareholders. How can I attend the Annual Meeting?
You are invited to attend the Annual Meeting on April 16, 2020, beginning at 10:00 a.m., Eastern Daylight Time. The Annual Meeting will be held at the offices of Jones Day, 250 Vesey Street, New York, New York 10281. For admission to the Annual Meeting, you must have been a shareholder at the close of business on February 18, 2020 (“Record Date”). Only stockholders who are eligible to vote at the Annual Meeting or their authorized representatives will be admitted. Stockholders must present one form of current, government-issued, personal photo identification to be admitted to the Annual Meeting. If you are a beneficial owner of shares, you also must present a brokerage statement or other proof of ownership on the record date to be admitted. We reserve the right to prohibit cameras, recording equipment, electronic devices, large bags, briefcases or packages to be carried into the Annual Meeting. Seating will be limited.
As part of our contingency planning regarding the coronavirus (or COVID-19), we are preparing for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance through a public filing with the Securities and Exchange Commission, and details will be available atwww.owenscorning.com/proxy.
Who is entitled to vote at the Annual Meeting?WHO IS ENTITLED TO VOTE?
Holders of Owens Corning common stock at the close of business on February 18, 2020,16, 2021, the record date for the Annual Meeting, are entitled to receive this Proxy Statement and to vote their shares at the Annual Meeting. As of that date, there were 108,243,893104,926,383 shares of common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting. All stockholdersshareholders of record may vote in person at the Annual Meeting. Stockholders of record may also be represented by another person by executing a proper proxy designating that person. If you are a beneficial owner of shares, you must obtain a legal proxy from your broker, bank or other holder of record and present it to the inspector of election with your ballot in order totheir authorized representatives may vote at the Annual Meeting. The names of stockholders of record entitled to vote at the Annual Meeting will be available for any purpose germane to the meeting at the Annual Meeting and for ten days prior to the Annual Meeting between the hours of 9:00 a.m. and 4:30 p.m., at our principal executive offices at One Owens Corning Parkway, Toledo, Ohio, 43659 by contacting the Secretary of the Company.
How doHOW DO I vote?VOTE?
You may vote using one of the following methods: | • | | vote through the Internetinternet atwww.proxyvote.com using the instructions included on the proxy card or voting instruction card; |
vote by telephone using the instructions on the proxy card or voting instruction card; complete and return a written proxy or voting instruction card; attend and vote at the Annual Meeting. (See “Who is entitled to vote at the Annual Meeting?”)
| • | | attend and vote at the virtual Annual Meeting at www.virtualshareholdermeeting.com/OC2021 |
Your vote is important. Please vote promptly. Will my shares be voted ifWILL MY SHARES BE VOTED IF I do not provide instructions to my broker?DO NOT PROVIDE INSTRUCTIONS TO MY BROKER?
If you are the beneficial owner of shares held in “street name” by a broker, the broker (as the record holder of the shares) is required to vote those shares in accordance with your instructions. If you do not provide instructions, your broker will not be able to vote your shares on“non-discretionary” “non-discretionary” proposals. The only item at the Annual Meeting that is “discretionary” is ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm. Accordingly, if you are a beneficial owner, your broker or other holder of record is permitted to vote your shares on the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm even if the stockholdershareholder of record does not receive voting instructions from you. What canWHAT CAN I do ifDO IF I change my mind afterCHANGE MY MIND AFTER I vote my shares?VOTE MY SHARES?
If you are a stockholdershareholder of record, you can revoke your proxy before it is exercised by: | • | �� | written notice to the Secretary of the Company; |
timely delivery of a valid, later-dated proxy or a later-dated vote by telephone or on the Internet;internet; or voting by ballot at the virtual Annual Meeting. If you are a beneficial owner of shares, you may submit new voting instructions by contacting your broker or other holder of record. All shares that have been properly voted and not revoked will be voted at the Annual Meeting. What areWHY ARE YOU HOLDING A VIRTUAL MEETING?
Due to the voting requirements to electpublic health impact of the directorsCOVID-19 pandemic and to approvesupport the health and well-being of our shareholders, employees and their families, our Annual Meeting is being held on a virtual-only basis with no physical location. Our goal for the Annual Meeting is to enable the broadest number of shareholders to participate in the meeting, while providing similar access to an in-person meeting. We believe that we are observing best practices for virtual shareholder meetings, including by providing technical assistance and addressing as many shareholder questions as time allows. HOW CAN I ATTEND THE ANNUAL MEETING? Our virtual Annual Meeting will be conducted on the internet via live webcast. You will be able to participate online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/OC2021. Shareholders will be able to vote their shares electronically during the Annual Meeting. For admission to the Annual Meeting, you must have been a shareholder at the close of business on February 16, 2021 (“Record Date”). Only shareholders who are eligible to vote at the Annual Meeting or their authorized representatives are permitted to attend. You will need the 16-digit control number included on your proxy card or your voting instruction form. The Annual Meeting will begin promptly at 10:00 a.m. Eastern Time on April 15, 2021. We encourage you to access the Annual Meeting prior to the start time. Online access will begin at 9:30 a.m. Eastern Time. The virtual Annual Meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure they have a strong internet connection wherever they intend to participate in the Annual Meeting. Participants should also allow plenty of time to log in and ensure that they can hear streaming audio prior to the start of the Annual Meeting. WHAT IF I HAVE TECHNICAL DIFFICULTIES ATTENDING THE ANNUAL MEETING? Technical support, including related technical support phone numbers, will be available on the virtual meeting platform at www.virtualshareholdermeeting.com/OC2021 beginning at 9:30 a.m. Eastern Time on April 15, 2021 through the conclusion of the Annual Meeting. HOW DO I ASK QUESTIONS AT THE ANNUAL MEETING? We are committed to ensuring that our shareholders have similar opportunities to participate in the virtual Annual Meeting as they would at an in-person meeting. Shareholders may submit questions for the Annual Meeting after logging in. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/OC2021, typing your question into the “Ask a Question” field, and clicking “Submit.” Please submit any questions before the start time of the meeting. You will be able to access the virtual meeting platform and submit questions beginning at 9:30 a.m. Eastern Time. Appropriate questions related to the business of the Annual Meeting (the proposals discussed in this Proxy Statement?being voted upon) will be answered during the Annual Meeting, subject to time constraints. Any such questions that cannot be answered during the Annual Meeting due to time constraints will be posted and answered at www.owenscorning.com/proxy as soon as practical after the Annual Meeting. Additional information regarding the ability of shareholders to ask questions during the Annual Meeting, related rules of conduct and other materials for the Annual Meeting will be available at www.virtualshareholdermeeting.com/OC2021. WHAT ARE THE VOTING REQUIREMENTS TO ELECT THE DIRECTORS AND TO APPROVE THE PROPOSALS DISCUSSED IN THIS PROXY STATEMENT? The presence of the holders of a majority of the shares of common stock entitled to vote at the Annual Meeting, present in personvirtually or represented by proxy, is necessary to constitute a quorum. Your proxy will vote for each of the ten nominees unless you specifically vote against any of the nominees or abstain from voting with respect to a director’s election. Director nominees are elected to the Board at the Annual Meeting by a majority of votes cast. Pursuant to our bylaws,Bylaws, majority of votes cast means that the number of shares voted “for” a director’s election exceeds 50% of the number of votes cast with respect to that director’s election. “Votes cast” shall include votes against a director and shall exclude abstentions and brokernon-votes with respect to a director’s election. If any nominee is unable to serve, your proxy may vote for another nominee proposed by the Board of Directors. We do not know of any nominee for the Board of Directors who would be unable to serve if elected. | • | | Ratification of the Selection of PricewaterhouseCoopers LLP
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Ratification of the Selection of PricewaterhouseCoopers LLP Although ratification is not required by our bylawsBylaws or otherwise, we are asking our stockholdersshareholders to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020.2021. The affirmative vote of a majority of the votes which could be cast by the holders of all stock entitled to vote which are present in person or by proxy at the Annual Meeting is required to approve the ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020.2021. Abstentions will count as present and entitled to vote for purposes of this proposal and will have the effect of a vote against this proposal. This proposal is considered a “discretionary” proposal and, as a result, we do not expect brokernon-votes on this proposal. The affirmative vote of a majority of the votes which could be cast by the holders of all stock entitled to vote which are present in person or by proxy at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers. Abstentions will count as present and entitled to vote for purposes of this proposal and will have the effect of a vote against this proposal. Brokernon-votes are not considered entitled to vote on this proposal and, as a result, brokernon-votes will not have any effect on this proposal. | • | | Approval of the Amended and Restated Owens Corning Employee Stock Purchase Plan
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The affirmative vote of a majority of the votes which could be cast by the holders of all stock entitled to vote which are present in person or by proxy at the Annual Meeting is required to approve the amendment and restatement of the Owens Corning Employee Stock Purchase Plan. Abstentions will count as present and entitled to vote for purposes of this proposal and will have the effect of a vote against this proposal. Brokernon-votes are not considered entitled to vote on this proposal and, as a result, brokernon-votes will not have any effect on this proposal.
Could other matters be decided at the Annual Meeting?COULD OTHER MATTERS BE DECIDED AT THE ANNUAL MEETING?
At the time this Proxy Statement went to press, we did not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. However, if other matters should be properly presented at the meeting, the proxy holders will have the discretion to vote your shares in accordance with their best judgment. Who will tabulate the votes?WHO WILL TABULATE THE VOTES?
Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election. Ava HarterRichard L. Berry and Omar Chaudhary have been appointed to serve as alternate inspectors of election in the event Broadridge is unable to serve. Who will pay the cost of this proxy solicitation?WHO WILL PAY THE COST OF THIS PROXY SOLICITATION?
The Company will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees in person or by telephone, electronic transmission or facsimile transmission, and such persons will not receive additional compensation for their solicitation efforts. We have hired InnisFree M&A Incorporated to assist in the distribution and solicitation of proxies for a fee of $25,000, plus reasonable expenses, for these services. What is “householding” and how does it affect me?WHAT IS “HOUSEHOLDING” AND HOW DOES IT AFFECT ME?
We have adopted a procedure approved by the SEC called “householding.” This procedure is designed to reduce the volume of duplicate information received at your household and helps us reduce our printing and mailing costs. Under this procedure, stockholdersshareholders of record who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Notice of Annual Meeting and Proxy Statement and accompanying documents, unless one or more of these stockholdersShareholders notifies us otherwise. StockholdersShareholders who participate in householding will continue to receive separate proxy cards.
If you are eligible for householding, but you and other stockholdersshareholders of record with whom you share an address currently receive multiple copies of the Notice of Annual Meeting and Proxy Statement and accompanying documents, or if you hold stock in more than one account, and in either case you wish to receive only a single copy of each of these documents for your household, contact Broadridge Financial Solutions, Inc. at1-866-540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If you participate in householding and wish to receive a separate copy of this Notice of Annual Meeting and Proxy Statement and the accompanying documents, or if you do not wish to participate in householding and prefer to receive separate copies of these documents in the future, please contact Broadridge as indicated above. Broadridge will, upon written or oral request, promptly deliver a separate copy of the Notice of Annual Meeting and Proxy Statement and the accompanying documents to a stockholdershareholder at a shared address to which a single copy of the annual report or proxy statement was delivered. Beneficial owners can request information about householding from their brokers or other holders of record. ANNEX A
OWENS CORNING
EMPLOYEE STOCK PURCHASE PLAN
(Amendment and Restatement Effective April 16, 2020)
1.Purpose. The purpose of this Plan is to provide eligible employees of the Company and its Participating Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions or other permitted contributions. Except as provided in Section 27, the Company intends that the Plan will qualify as an “Employee Stock Purchase Plan” under Section 423 of the Code, and accordingly the Plan shall be construed consistently with such intent.
2.Definitions.
2.1 “Account” shall mean each separate account maintained for a Participant under the Plan, collectively or singly as the context requires. Each Account shall be credited with a Participant’s contributions, and shall be charged for the purchase of Common Stock. A Participant shall be fully vested in his or her Account at all times. The Committee may create special types of Accounts and subaccounts for administrative reasons.
2.2 “Board” shall mean the Board of Directors of the Company.
2.3 “Code” shall mean the Internal Revenue Code of 1986, as amended.
2.4 “Committee” shall mean the Compensation Committee of the Board, or any person or committee authorized by the Compensation Committee to administer the Plan pursuant to Section 16.
2.5 “Common Stock” shall mean the common stock of the Company, par value $0.01 per share.
2.6 “Company” shall mean Owens Corning, a Delaware corporation.
2.7 “Compensation” shall mean all base straight time salary and wages, but excluding all other forms of compensation, such as overtime premiums, annual incentives, commissions and bonuses.
2.8 “Employee” shall mean an individual who renders services to the Company or to a Participating Subsidiary pursuant to an employment relationship with such employer. A person rendering services to the Company or to a Participating Subsidiary purportedly as an independent consultant or contractor, a leased employee or a temporary worker engaged through an employment agency shall not be an Employee for purposes of the Plan.
2.9 “Enrollment Period” shall mean the period prescribed by the Committee preceding an Offering Period during which the Participant may elect to participate in such Offering Period.
2.10 “Fair Market Value” of a share of Common Stock on a given day shall be the closing transaction price of a share of Common Stock as reported on the New York Stock Exchange (or such other exchange on which shares of Common Stock are listed) on the date as of which such value is being determined or, if there shall be no reported transactions on such date, on the next preceding date for which a transaction was reported.
2.11 “Grant Date” means the first Trading Day of each Offering Period, as determined by the Committee and announced to eligible Employees.
2.12 “Offering Period” means the six consecutive month period commencing on each Grant Date; provided, however, that the Committee may declare, as it deems appropriate and in advance of the applicable Offering Period, a shorter or longer Offering Period, not to exceed 27 months in duration.
2.13 “Participant” shall mean an Employee who is participating in this Plan by meeting the eligibility requirements of Section 3 and electing to participate in the Plan in accordance with procedures prescribed by the Company.
2.14 “Participating Subsidiary” shall mean each Subsidiary of the Company which the Committee designates to participate in the Plan from time to time.
2.15 “Plan” shall mean this Owens Corning Employee Stock Purchase Plan, as amended or amended and restated from time to time.
2.16 “Purchase Date” shall mean the last Trading Day of each Offering Period.
2.17 “Purchase Price” shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock (i) on the Grant Date or (ii) on the Purchase Date, whichever is lower; provided, however , that the Committee may modify the manner in which the Purchase Price is determined by notifying Participants of such modification prior to the beginning of the Offering Period to which such modification relates, and provided that in no event shall such per share Purchase Price be less than the lesser of 85% of the Fair Market Value of a share of Common Stock (i) on the Grant Date or (ii) on the Purchase Date.
2.18 “Reserves” shall mean the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet purchased pursuant to the Plan.
2.19 “Subsidiary” shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary, as defined in Section 424(f) of the Code.
2.20 “Trading Day” shall mean a day on which national stock exchanges are open for trading.
3.Eligibility.
3.1 An Employee shall become eligible to participate in the Plan as of the first Grant Date on which he or she first meets all of the following requirements:
3.1.1. The Employee’s customary period of employment with the Company or a Participating Subsidiary is for more than five (5) months in any calendar year together with other eligibility requirements the Committee may establish consistent with Section 423 of the Code.
3.2 Notwithstanding any provisions of the Plan to the contrary, (i) no Employee shall be granted an option under the Plan if, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own stock and/or hold outstanding options to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any parent of the Company or any Subsidiary, and (ii) no Participant shall be entitled to purchase stock under this Plan at a rate which, when aggregated with his or her rights to purchase stock under all other employee stock purchase plans of the Company or any Participating Subsidiary, exceeds $25,000 in Fair Market Value, determined as of the Grant Date (or such other limit as may be imposed by the Code) for each calendar year in which any option granted to the Participant under any such plans is outstanding at any time.
3.3 For purposes of the Plan, eligibility shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company or the Participating Subsidiary, to the extent permitted under Section 423 of the Code.
4.Offering Periods. The Plan shall be implemented by consecutive Offering Periods, each beginning on a Grant Date specified by the Committee, until suspended or terminated in accordance with Section 19 hereof. The Committee shall have the power to change the duration of Offering Periods (including the Grant Dates applicable thereto) with respect to future offerings without stockholder approval if Participants are notified of such change prior to the scheduled Grant Date. The Committee will have the authority to establish additional or alternative sequential or overlapping Offering Periods, a different duration for one or more Offerings or Offering Periods or different commencement or ending dates for such Offering Periods with respect to future offerings without stockholder approval if such change is announced prior to the scheduled beginning of the first Offering Period to be affected thereafter, provided, however, that no Offering Period may have a duration exceeding twenty-seven (27) months.
5.Participation.
5.1 An eligible Employee may become a Participant in the Plan by making an election, in the manner prescribed by the Company and during the applicable Enrollment Period, to contribute a percentage of such Employee’s Compensation to his or her Account through payroll deductions or other contributions permitted by the Committee.
5.2 Payroll deductions for a Participant with respect to an Offering Period shall commence on the first pay date in the applicable Offering Period and shall end on the last pay date in such Offering Period unless sooner terminated by the Participant as provided in Section 10 hereof.
6.Payroll Deductions.
6.1 At the time a Participant elects to participate in the Plan with respect to an Offering Period, he or she shall elect to have payroll deductions made on each payday during the Offering Period in an amount, designated as a whole percentage not less than 1% and not exceeding 15%, of the Compensation which he or she receives on each payday during the Offering Period. During the Enrollment Period and in accordance with procedures prescribed by the Company, the Participant may increase or decrease the rate of his or her payroll deductions for the Offering Period commencing immediately following the end of such Enrollment Period. During an Offering Period, a Participant may reduce his or her payroll deductions to 0%, but otherwise may not increase or decrease his or her payroll deductions applicable to such Offering Period. Except for reductions in payroll deductions to 0%, as provided in this Section 6.1, or a Participant’s discontinuation of participation in accordance with Section 10 hereof, the latest payroll deduction election made by the Participant during an Enrollment Period shall remain in effect through the duration of the following Offering Period. The maximum number of Shares that can be purchased by a Participant during an Offering Period shall not exceed 4,000. Subject to the limitations set forth herein, the Committee may allow Participants to make contributions under the Plan in a form other than payroll deductions if payroll deductions are not permitted under applicable local law and, with respect to an offering intended to comply with Section 423 of the Code, the Committee determines that such other contributions are permissible under Section 423 of the Code.
6.2 All payroll deductions and other permitted contributions made by a Participant shall be credited to his or her Account under the Plan. A Participant may not make any contributions or payments to such Account other than through payroll deductions except to the extent expressly permitted by the Committee.
6.3 A Participant’s election under the Plan which is in effect as of the last day of an Offering Period shall continue in effect for the next following Offering Period unless the Participant affirmatively increases or decreases the rate of his or her payroll deductions or other permitted contributions for such subsequent Offering Period pursuant to Section 6.1 or terminates his or her participation for such Offering Period pursuant to Section 10.
6.4 Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3.2 hereof, a Participant’s payroll deductions or other permitted contributions may be suspended at any time during any Offering Period. In such case, payroll deductions or other permitted contributions for the next following Offering Period in which the Participant complies with Section 423(b)(8) of the Code and Section 3.2 hereof, shall resume at the rate most recently elected by such Participant, unless changed by the Participant with respect to such Offering Period pursuant to Section 6.1 or terminated by the Participant pursuant to Section 10.
6.5 At the time Common Stock is purchased under the Plan pursuant to the exercise of an option, or at the time some or all of the Common Stock issued under the Plan is disposed of, the Participant must make adequate provision for the Company’s federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock acquired upon the exercise of an option. At any time, the Company may, but will not be obligated to, withhold from the Participant’s compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefit attributable to the sale or early disposition of Common Stock by the Participant.
7.Option to Purchase Common Stock. On the Grant Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Purchase Date of such Offering Period, at the applicable Purchase Price, up to a number of shares of Common Stock determined by dividing such Employee’s payroll deductions and other permitted contributions accumulated during such Offering Period and retained in the Participant’s Account as of the Purchase Date by the applicable Purchase Price; provided that such purchase shall be subject to the limitations set forth in Sections 3.2, 6.1 and 12 hereof. The purchase of Common Stock shall occur as provided in Section 8, unless the Participant has withdrawn from the Plan pursuant to Section 10, and the option shall expire on the last day of the Offering Period.
8.Purchase of Common Stock. Unless a Participant withdraws from the Plan as provided in Section 10.1 below, his or her option for the purchase of Common Stock shall be exercised automatically on the Purchase Date, and the maximum number of full shares subject to the option shall be purchased for such Participant at the applicable Purchase Price with the accumulated payroll deductions and other permitted contributions in his or her Account. No fractional shares of Common Stock shall be purchased, and any payroll deductions or other permitted contributions accumulated in a Participant’s Account which are not sufficient to purchase a full share shall be retained in the Participant’s account for the subsequent Offering Period, subject to earlier withdrawal by the Participant as provided in Section 10 hereof. Any other monies left over in a Participant’s Account after the Purchase Date shall be returned to the Participant. During a Participant’s lifetime, a Participant’s option to purchase shares of Common Stock hereunder is exercisable only by him or her.
9.Issuance or Transfer of Shares. As promptly as practicable after each Purchase Date on which a purchase of shares occurs, the Company shall deliver the shares purchased by the Participant to a brokerage account established for the Participant at a Company-designated brokerage firm (a “Brokerage Account”). The Company may require that, except as otherwise provided below, the deposited shares may not be transferred (either electronically or in certificate form) from the Brokerage Account until the later of the following two periods: (i) the end of thetwo-year period measured from the Grant Date for the Offering Period in which the shares were purchased and (ii) the end of theone-year measured from the Purchase Date for that Offering Period. Such limitation shall apply both to transfers to different accounts with the same broker and to transfers to other brokerage firms. Any shares held for the required holding period may be transferred (either electronically or in certificate form) to other accounts or to other brokerage firms. The foregoing procedures shall not limit in any way the Participant’s right to sell or dispose of the shares deposited to his or her Brokerage Account. Such procedures are designed solely to ensure that any sale of shares prior to the satisfaction of the required holding period is made through the Brokerage Account. However, shares may not be transferred (either electronically or in certificate form) from the Brokerage Account for use as collateral for a loan, unless those shares have been held for the required holding period. The foregoing procedures shall apply to all shares purchased by the participant under the Plan, whether or not the participant continues in Employee status.
10.Withdrawal; Termination of Employment.
10.1 During an Offering Period, a Participant may withdraw all but not less than all of the payroll deductions and other contributions credited to his or her Account and not yet used to purchase shares of Common Stock under the Plan by making a withdrawal election in the manner prescribed by the Company; provided, however, that except as provided for in Section 18.3, a Participant may not make such withdrawal election later than 30 days prior to the applicable Purchase Date. Except as provided for in the foregoing sentence, any such withdrawal election shall take effect as soon as administratively practicable after the date of such election. All of the Participant’s payroll deductions and other permitted contributions credited to his or her Account shall be paid to such Participant as soon as administratively practicable after the date of a withdrawal election and such Participant’s option for the Offering Period shall be automatically terminated, and no further payroll deductions or other contributions for the purchase of shares shall be made during the Offering Period. If a Participant withdraws from an Offering Period, payroll deductions or other permitted contributions shall not resume at the beginning of the succeeding Offering Period unless the Participant makes a new enrollment election pursuant to Section 5 of the Plan.
10.2 Upon termination of a Participant’s employment for any reason, including death, disability or retirement, or a change in the Participant’s employment status following which the Participant is no longer eligible to participate in the Plan pursuant to Section 3.1, which in either case occurs at least 30 days prior to a Purchase Date, the Participant will be deemed to have elected to withdraw from the Plan and the payroll deductions and other permitted contributions credited to such Participant’s Account shall be returned to the Participant or, in the case of death, to the persons entitled thereto under Section 14, and such Participant’s option shall be automatically terminated. If such termination of employment or change in employment status occurs less than 30 days prior to the Purchase Date, the Participant’s accumulated payroll deductions and other permitted contributions shall remain in the Participant’s Account and shall be applied to purchase shares of Common Stock on the next Purchase Date.
11.Interest. No interest shall accrue on the payroll deductions or other permitted contributions of a Participant in the Plan or on any other amount credited to a Participant’s Account.
12.Stock.
12.1 The maximum number of shares of the Company’s Common Stock which shall be made available for sale under the Plan shall be 6,200,000 shares (consisting of 2,000,000 shares as approved in 2013 and 4,200,000 additional shares as approved in 2020), subject to adjustment upon changes in capitalization of the Company as provided in Section 18. If on a given Purchase Date the number of shares of Common Stock eligible to be purchased exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.
12.2 The Participant shall have no interest or voting right in shares covered by his or her option until such shares of Common Stock have been purchased and are issued to the Participant.
12.3 Subject to Section 9, Common Stock to be delivered to a Participant under the Plan shall be registered in the name of the Participant.
13.Administrative Body. The Plan shall be administered by the Committee. Subject to the terms of the Plan, the Committee shall have the power to construe the provisions of the Plan, to determine all questions arising hereunder, and to adopt and amend such rules and regulations for administering the Plan as the Committee deems desirable. The Committee may delegate to any committee, person (whether or not an employee of the Company or a Participating Subsidiary) or entity any of its responsibilities or duties hereunder.
14.Payment Upon Participant’s Death. A Participant may designate a beneficiary who is to receive any shares of Common Stock, payroll deductions or other permitted contributions, if any, in the Participant’s Account in the event of such Participant’s death. Beneficiary designations shall be made in accordance with procedures prescribed by the Committee. If no properly designated beneficiary survives the Participant, the shares of Common Stock, payroll deductions and other permitted contributions, if any, shall be distributed to the Participant’s estate.
15.Transferability. Neither payroll deductions or other permitted contributions credited to a Participant’s Account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 14 hereof) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition shall be void ab initio and without effect.
16.Use of Funds. All payroll deductions and other permitted contributions received or held by the Company under the Plan may be used by the Company for any corporate purpose to the extent permitted by applicable law, and the Company shall not be obligated to segregate such payroll deductions or contributions.
17.Account Information. Individual Accounts shall be maintained for each Participant in the Plan. The Company shall make available to each Participant information relating to the activity of such Participant’s
Account, including the amounts of payroll deductions or other permitted contributions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any, with respect to such Account.
18.Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.
18.1Changes in Capitalization. Subject to any required action by the stockholders of the Company, in connection with the occurrence of an Equity Restructuring, the Reserves, the number and type of securities subject to each outstanding option and the Purchase Price thereof shall be equitably adjusted. Such adjustment shall be made by the Committee, whose determination in that respect shall be final, binding and conclusive. “Equity Restructuring” means anon-reciprocal transaction (i.e. a transaction in which the Company does not receive consideration or other resources in respect of the transaction approximately equal to and in exchange for the consideration or resources the Company is relinquishing in such transaction) between the Company and its stockholders, such as a stock split,spin-off, rights offering, nonrecurring stock dividend or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price of Common Stock (or other securities) and causes a change in the per share value of the Common Stock underlying outstanding options.
18.2Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Offering Period will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Committee.
18.3Merger or Asset Sale. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each option under the Plan shall be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation, unless the Board or Committee determines, in the exercise of its sole discretion and in lieu of such assumption or substitution, to shorten the Offering Period then in progress by setting a new Purchase Date (the “New Purchase Date”) or to cancel each outstanding option and refund all sums collected from Participants during the Offering Period then in progress. If the Board or Committee shortens the Offering Period then in progress in lieu of assumption or substitution in the event of a merger or sale of assets, the Company shall notify each Participant in writing, at least ten (10) business days prior to the New Purchase Date, that the Purchase Date for such Participant’s option has been changed to the New Purchase Date and that such Participant’s option will be exercised automatically on the New Purchase Date, unless prior to such date such Participant has withdrawn from the Offering Period as provided in Section 10 hereof. For purposes of this Section, an option granted under the Plan shall be deemed to be assumed if, following the sale of assets or merger, the option confers the right to purchase, for each share of option stock subject to the option immediately prior to the sale of assets or merger, the consideration (whether stock, cash or other securities or property) received in the sale of assets or merger by holders of Common Stock for each share of Common Stock held on the effective date of the transaction (and if such holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if such consideration received in the sale of assets or merger was not solely common stock of the successor corporation or its parent (as defined in Section 424(e) of the Code), the Board or Committee may, with the consent of the successor corporation, provide for the consideration to be received upon exercise of the option to be solely common stock of the successor corporation or its parent equal in fair market value to the per share consideration received by holders of Common Stock in the sale of assets or merger.
19.Amendment or Termination.
19.1 The Board or Committee may at any time and for any reason terminate or amend the Plan. Except as provided in Section 18, no amendment or termination may make any change in any option theretofore granted which adversely affects the rights of any Participant.
19.2 Without shareholder consent and without regard to whether any Participant’s rights may be considered to have been “adversely affected,” the Committee shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a Participant in order to adjust for delays or mistakes in the Company’s
processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Compensation, and establish such other limitations or procedures as the Committee determines in its sole discretion advisable which are consistent with the Plan.
19.3 The Company shall obtain shareholder approval of any Plan amendment to the extent necessary and desirable to comply with Section 423 of the Code, or any successor rule or statute, or other applicable law, rule or regulation, including the requirements of any exchange or quotation system on which the Common Stock is listed or quoted. Such shareholder approval, if required, shall be obtained in such manner and to such a degree as is required by applicable law, rule or regulation.
20.Notice of Disposition. Each Participant shall notify the Company in writing if the Participant disposes of any of the shares purchased in any Offering Period pursuant to this Plan if such disposition occurs within two (2) years from the Grant Date or within one (1) year from the Purchase Date on which such shares were purchased (the “Notice Period”). The Company may, at any time during the Notice Period, place a legend or legends on any certificate representing shares acquired pursuant to this Plan requesting the Company’s transfer agent to notify the Company of any transfer of the shares. The obligation of the participant to provide such notice shall continue notwithstanding the placement of any such legend on the certificates.
21.No Rights to Continued Employment. Neither this Plan nor the grant of any option hereunder shall confer any right on any Employee to remain in the employ of the Company or any Participating Subsidiary, or restrict the right of the Company or any Participating Subsidiary to terminate such Employee’s employment.
22.Equal Rights And Privileges. All Employees who participate in an Offering Period shall have the same rights and privileges with respect to the offering under such Offering Period except for differences which may be mandated by local law and which are consistent with Section 423(b)(5) of the Plan; provided, however, that Employees participating in a subplan adopted pursuant to Section 27 which is not designed to qualify under Section 423 of the Code need not have the same rights and privileges as Employees participating in the Plan generally. The Board or the Committee may impose restrictions on eligibility and participation of Employees who are officers and directors to facilitate compliance with federal or state securities laws or foreign laws.
23.Notices. All notices or other communications by a Participant to the Company under or in connection with this Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
24.Conditions Upon Issuance of Shares of Common Stock. Common Stock shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. As a condition to the purchase of Common Stock, the Company may require the person purchasing such Common Stock to represent and warrant at the time of any such purchase that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.
25.Term of Plan.
25.1 The amendment and restatement of the Plan shall become effective as of April 16, 2020, subject to approval by the stockholders of the Company. It shall continue in effect until terminated pursuant to Section 19.
25.2 Notwithstanding the above, the amendment and restatement of the Plan is expressly made subject to the approval of the stockholders of the Company within 12 months after the date the amendment and restatement of the Plan is adopted by the Board. Such stockholder approval shall be obtained in the manner and to the degree required under applicable federal and state law. If the amendment and restatement of the Plan is not so approved
by the stockholders within 12 months after the date the Plan is adopted, this amendment and restatement of the Plan shall not come into effect.
26.Applicable Law. The Plan shall be governed by the substantive laws (excluding the conflict of laws rules) of the State of Delaware.
27.Non-U.S. Participants. To the extent permitted under Section 423 of the Code, without the amendment of the Plan, the Company may provide for the participation in the Plan by Employees who are subject to the laws of foreign countries or jurisdictions on such terms and conditions different from those specified in the Plan as may in the judgment of the Company be necessary or desirable to foster and promote achievement of the purposes of the Plan and, in furtherance of such purposes the Company may make such modifications, amendments, procedures, subplans and the like as may be necessary or advisable to comply with provisions of laws of other countries or jurisdictions in which the Company or the Participating Subsidiaries operate or have employees. Each subplan shall constitute a separate “offering” under this Plan in accordance with Treas. Reg.§1.423-2(a), and may contain terms that do not satisfy the requirements of Section 423 of the Code.
OWENS CORNING WORLD HEADQUARTERS ONE OWENS CORNING PARKWAY TOLEDO, OHIO, U.S.A. 43659 THE PINK PANTHER™PANTHER™ &© 1964–20202021 Metro-Goldwyn-Mayer Studios Inc. All Rights Reserved.© 20202021 Owens Corning. All Rights Reserved.
| | | | | | | | |  | | SCAN TO VIEW MATERIALS & VOTE | | 
| | OWENS CORNING ONE OWENS CORNING PARKWAY TOLEDO, OH 43659 | | VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 P.M. ET on April 15, 2020.14, 2021. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSDuring The Meeting - Go to www.virtualshareholdermeeting.com/OC2021
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You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions. VOTE BY PHONE -1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions until 11:59 P.M. ET on April 15, 2020.14, 2021. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | E96062-P31750D32957-P47776 KEEP THIS PORTION FOR YOUR RECORDS | — — — — — — — — — — — — — — — — — — — — — ————————— — — — — — — — — — — — — — — — — — — — |
| | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. | | DETACH AND RETURN THIS PORTION ONLY | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | OWENS CORNING | | | | | | | | | | | | | | | | 
| | | | | | | | | | | The Board of Directors recommends you vote FOR the following: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 1. | | Election of Directors | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Nominees: | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | | | | | | 1a. | | Brian D. Chambers | | | | ☐ | | ☐ | | ☐ | | | | The Board of Directors recommends youvote FOR proposals 2 3 and 4.3. | | | | | | | | | | | | | | | 1b. | | Eduardo E. Cordeiro | | | | ☐ | | ☐ | | ☐ | | | | For | | Against | | Abstain | | | | | | | | | 1c. | | Adrienne D. Elsner | | | | ☐ | | ☐ | | ☐ | | | | 2. | | To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020.2021. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | 1d. | | J. Brian FergusonAlfred E. Festa
| | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | 1e. | | RalphEdward F. HakeLonergan
| | | | ☐ | | ☐ | | ☐ | | | | 3. | | To approve, on an advisory basis, named executive officer compensation. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | 1f. | | Edward F. LonerganMaryann T. Mannen
| | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | 1g. | | Maryann T. MannenPaul E. Martin
| | | | ☐ | | ☐ | | ☐ | | | | 4. | | To approve
NOTE: The proxies are authorized to vote, at their discretion, upon such other business as may properly come before the Amended and Restated Owens Corning Employee Stock Purchase Plan. Annual Meeting or any adjournment or postponement of the Annual Meeting. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | 1h. | | W. Howard Morris | | | | ☐ | | ☐ | | ☐ | | | | NOTE:The proxies are authorized to vote, at their discretion, upon such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
| | | | | | | | | | | | | | | | | | | 1i. | �� | Suzanne P. Nimocks | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | 1j. | | John D. Williams | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | | | Signature (Joint Owners) | | Date | | | | | | | | | | |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — E96063-P31750D32958-P47776
| | | OWENS CORNING | Annual Meeting of StockholdersShareholders | April 16, 2020,15, 2021, 10:00 AM ET | | This proxy is solicited by the Board of Directors | | As to the undersigned’s stockholdings: The undersigned hereby appoints Ava HarterRichard L. Berry and Omar Chaudhary as proxies, each with full power of substitution, to represent and vote as designated on the reverse side all the shares of Common Stock of Owens Corning held of record by the undersigned on February 18, 2020,16, 2021, at the Annual Meeting of StockholdersShareholders of Owens Corning to be held virtually at Jones Day, 250 Vesey Street, New York, New York 10281www.virtualshareholdermeeting.com/OC2021 on April 16, 2020,15, 2021, at 10:00 AM ET, or any adjournment or postponement thereof. | | This proxy when properly executed and timely received prior to the meeting will be voted in the manner directed herein by the undersigned stockholder.shareholder.If no direction is made, this proxy will be voted FOR each of the ten nominees in proposal 1,and FOR proposals 2 3 and 4.3.Whether or not direction is made, each of the proxies is authorized to vote in his or her discretion on such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | | Continued and to be signed on reverse side |
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