To Our Stockholders:

You are cordially invited to attend the 20182019 Annual Meeting of Stockholders of Continental Building Products, Inc. The Annual Meeting will be held on Wednesday, May 2, 2018,1, 2019, at 9:008:30 a.m., local time, at our corporate headquarters located at 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170.

We describe in detail the actions we expect to take at our Annual Meeting in the attached Notice of 20182019 Annual Meeting of Stockholders and Proxy Statement.

We look forward to seeing you at the Annual Meeting.

The Board of Directors of the Company is soliciting your vote in connection with the 20182019 Annual Meeting of Stockholders.

The meeting will be the Company’s regular Annual Meeting of Stockholders. You will be voting on the following matters at the Annual Meeting:

Stockholders will also act upon such other business that may properly come before the Annual Meeting.

The Board of Directors recommends a vote:

The Board of Directors set March 8, 20182019 as the record date for the Annual Meeting, or the Record Date. All stockholders who owned common stock of the Company at the close of business on the Record Date may attend and vote at the Annual Meeting.

Only persons with evidence of stock ownership as of the Record Date or who are invited guests of the Company may attend and be admitted to the Annual Meeting. Stockholders with evidence of stock ownership as of the Record Date may be accompanied by one guest. Photo identification will be required (e.g., a valid driver's license, state identification or passport). If a stockholder's shares are registered in the name of a broker, trust, bank or other nominee, the stockholder must bring a proxy or a letter from that broker, trust, bank or other nominee or their most recent brokerage account statement that confirms that the stockholder was a beneficial owner of shares of stock of the Company as of the Record Date.

The use of cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the Annual Meeting.

Each share of common stock is entitled to one vote. There is no cumulative voting. There were 37,342,01535,254,482 shares of common stock outstanding and entitled to vote on the Record Date.

A majority of the outstanding shares of common stock as of the Record Date must be present at the Annual Meeting in order to hold the Annual Meeting and conduct business. This is called a "quorum." Your shares are counted as present at the Annual Meeting if you are present at the Annual Meeting and vote in person or a proxy card or voting instruction card has been properly submitted by you or on your behalf or you have voted electronically on the Internet or by telephone. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. A "broker non-vote" is a share of common stock that is beneficially owned by a person or entity and held by a broker or other nominee, but for which the broker or other nominee (1) lacks the discretionary authority to vote on certain matters and (2) has not received voting instructions from the beneficial owner in respect of those specific matters.

Directors are elected under a majority voting standard in uncontested director elections (i.e. an election where the number of candidates does not exceed the number of directors to be elected). The election of directors at the Annual Meeting constitutes an uncontested director election. Under a majority voting standard in uncontested director elections, the number of shares voted "for" a nominee's election must exceed the number voted "against" that nominee's election. Abstentions and broker non-votes are not counted for purposes of the election of directors and, therefore, will not affect the outcome of the election of directors.

In respect of all other proposals 2 and 3, to be approved, eithereach such proposal must receive the affirmative vote of a majority of the shares of common stock present, in person or by proxy, at the Annual Meeting and entitled to vote on the proposal. Abstentions have the same effect as a vote against either such proposal. Broker non-votes will not affect the outcome of either such proposal, although brokers do have discretionary authority to vote on the ratification of the appointment of Ernst & Young LLP.

The results of the advisory vote on the compensation of the Company's named executive officers are not binding on the Board of Directors.

You can vote your shares by completing and returning the proxy card or voting instruction card accompanying this Proxy Statement. You also have the option of voting your shares electronically on the Internet or by telephone. Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card or voting instruction card. Please see your proxy card or voting instruction card for more information on how to vote by proxy.

If you are a stockholder of record and you return your signed proxy card in the enclosed envelope but do not mark selections, it will be voted in accordance with the recommendations of the Board of Directors. Similarly, if you vote electronically on the Internet or by telephone and do not vote on all matters, your shares will be voted in accordance with the recommendations of the Board of Directors for the matters on which you do not vote. In connection therewith, the Board of Directors has designated James Bachmann and Timothy Power as proxies. If you indicate a choice with respect to any matter to be acted upon on your proxy card or voting instruction card, your shares will be voted in accordance with your instructions. Similarly, if you vote electronically on the Internet or by telephone and vote on any matter, your shares will be voted in accordance with your instruction.instructions. If any other matter properly comes before the Annual Meeting, the shares will be voted in the discretion of the persons voting pursuant to the respective proxies.

If you are a beneficial owner and hold your shares in street name through a broker or other nominee and do not return the voting instruction card, the broker or other nominee will vote your shares on each matter at the Annual Meeting for which he or she has the requisite discretionary authority. Under applicable rules, brokers have the discretion to vote on routine matters, such as the ratification of the appointment of independent registered public accounting firms. However, brokers do not have the discretion to vote on the election of directors or the other matters that will come before the Annual Meeting.

The Company bears the expense of printing and mailing proxy materials. In addition to this solicitation of proxies by mail, the Company's directors, officers and other employees may solicit proxies by personal interview, telephone, facsimile or email. These individuals will not be paid any additional compensation for any such solicitation. The Company will request brokers and other nominees who hold shares of common stock in their names to furnish proxy materials to the beneficial owners of such shares. The Company will reimburse such brokers and other nominees for their reasonable expenses incurred in forwarding solicitation materials to such beneficial owners.

Yes. Even if you sign and return the proxy card or voting instruction card in the form accompanying this Proxy Statement or you vote electronically over the Internet or by telephone, you retain the power to revoke your proxy or change your vote. You can revoke your proxy or change your vote at any time before it is exercised at the Annual Meeting by giving written notice to the Secretary of the Company, specifying such revocation. You may also change your vote by timely delivering a valid, later-dated proxy or voting instruction card, a later-dated electronic vote over the Internet or by telephone or by voting in person at the Annual Meeting. However, please note that if you would like to vote at the Annual Meeting and you are not the stockholder of record, you must request, complete and deliver a proxy from your broker or other nominee.

At the Annual Meeting, stockholders will be asked to elect twofour directors to serve on the Board of Directors. The Company's Amended and Restated Certificate of Incorporation provides that the Board of Directors shall consist of not fewer than three nor more than 15 directors with the exact number to be determined from time to time by resolution adopted by the Board of Directors. The Board currently consists of seven directors. The Company's Amended and Restated Certificate of Incorporation currently divides the Board of Directors into three classes with the terms of office of the directors of each Class ending in different years.based on class. The terms of directors in Classes I and II presently end at the Annual Meeting, and the terms of directors in Class III presently end at the annual meetingsmeeting in 2018, 2019 and 2020, respectively.2020. Class I currently has two directors, Class II currently has two directors and Class III currently has three directors. Prior to the Company's 2018 annual meeting, directors were elected for three year terms. However, beginning with the Annual Meeting,2018 annual meeting, by the terms of the Company's Amended and Restated Certificate of Incorporation, directors will beare elected to serve for one year terms, with the full board being elected annually beginning with the 2020 annual meeting of stockholders, eliminating the classified board.

The Board of Directors has nominated Michael J. Keough and Chantal D. Veevaete for election as Class I directors forto serve one-year terms expiring at the 20192020 annual meeting, and James Bachmann and Ira Strassberg as Class II directors to serve one-year terms expiring at the 2020 annual meeting. When elected, a director serves until his or her successor has been duly elected and qualified or until such director's earlier resignation or removal. Please see "The Board of Directors and Its Committees" below for information about the nominees for election as directors and the current members of the Board of Directors who will continue serving following the Annual Meeting, their business experience and other pertinent information.

Proxies cannot be voted for a greater number of persons than the number of nominees named. If any nominee for any reason is unable to serve or will not serve, proxies may be voted for such substitute nominee or nominees as the proxy holderholders may determine.determine or just for the remaining nominees, leaving a vacancy. Alternatively, the Board of Directors may reduce its size. The Company is not aware that eitherany of the nominees will be unable to or will not serve as a director. The Company did not receive any stockholder nominations for director for the Annual Meeting.

Directors are elected by a majority of the votes cast. This means that the number of shares voted "for" a director must exceed the number voted "against" that director. Abstentions and broker non-votes will not affect the outcome of the election of directors.

The Audit Committee has selected Ernst & Young LLP to audit the consolidated financial statements of the Company as of December 31, 2018,2019, and for the fiscal year then ending. At the Annual Meeting, stockholders will be asked to ratify the appointment of Ernst & Young.

The Company has been advised by Ernst & Young that the firm has no relationship with the Company or its subsidiaries other than that arising from the firm's engagement as auditors, tax advisers and consultants. The Company has also been advised that representatives of Ernst & Young will be present at the Annual Meeting where they will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither the Company's Amended and Restated Certificate of Incorporation nor the Company's Bylaws require that stockholders ratify the appointment of Ernst & Young as the Company's independent registered public accounting firm. However, we are requesting ratification because we believe it is a matter of good corporate practice. If the Company's stockholders do not ratify the appointment, the Audit Committee will reconsider whether or not to retain Ernst & Young, but may, nonetheless, retain Ernst & Young as the Company's independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may change the appointment at any time if it determines that the change would be in the best interests of the Company and its stockholders.

The affirmative vote of a majority of the shares of common stock present, in person or by proxy, at the Annual Meeting is necessary to ratify the appointment of Ernst & Young as the Company's independent registered public accounting firm for the year ending December 31, 2018.2019. Abstentions have the same effect as a vote against the proposal.

In accordance with the Dodd-Frank Act and related rules of the Securities and Exchange Commission, which we refer to as the SEC, we are providing stockholders an advisory vote on the compensation of our named executive officers. The advisory vote is a non-binding vote on the compensation of our named executive officers as described in this proxy statement in the Compensation Discussion and Analysis section, the tabular disclosure regarding such compensation and the Company's accompanying narrative disclosure. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

In connection with this proposal, you are encouraged to carefully review the Compensation Discussion and Analysis section as well as the information contained in the executive compensation tables and accompanying narrative discussion contained in this proxy statement. The Compensation Committee of the Board of Directors believes our executive compensation program is reasonable and aligned with stockholder interests.

The vote on our executive compensation programs is advisory and non-binding on the Company. However, the Compensation Committee, which is responsible for designing and administering the Company's executive compensation programs, will consider the outcome of the vote when making future compensation decisions regarding our named executive officers.

Our stockholders are being asked to approve by advisory vote the following resolution relating to the compensation of the named executive officers in this proxy statement:

The Board of Directors believes the Board, as a whole, should possess the requisite combination of skills, professional experience, and diversity of backgrounds to oversee the Company's business. The Board of Directors also believes there are certain attributes each individual director should possess, as reflected in the Board of Directors' membership criteria. Accordingly, the Board of Directors and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually as well as in the broader context of the Board's overall composition and the Company's current and future needs.

The Nominating and Corporate Governance Committee is responsible for periodically reviewing with the Board the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. This assessment enables the Board to update the skills and experience it seeks in the Board as a whole, and in individual directors, as the Company's needs evolve. This assessment takes into consideration all factors deemed relevant by the Nominating and Corporate Governance Committee, including the matters described under "Committees of the Board of Directors-Nominating and Corporate Governance Committee" below.

Our Board has established a tenure limitation by which no Board member may serve as a director for more than nine consecutive years and an age limitation by which no Board member may commence a term as director after attaining the age of 72.

The following table sets forth the names, ages and background information of the nominees for election as director and the current members of the Board of Directors who will continue serving following the Annual Meeting, as well as each individual's specific experience, qualifications and skills that led the Board of Directors to conclude that each such nominee/director should serve on the Board of Directors. The individuals who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter.

The Board of Directors holds regularly scheduled meetings throughout the year and holds additional meetings from time to time as the Board of Directors deems necessary or desirable to carry out its responsibilities. The Board of Directors held seven11 meetings in fiscal 2017.2018. All directors attended at least 75% of all meetings of the Board of Directors and of the committees thereof on which they served during the year. The Board of Directors has a policy that directors are encouraged to attend the annual meetings of stockholders. Mr. Bachmann was the only director whoAll of our directors attended the 20172018 annual meeting of stockholders.

As set forth in its charter, the Compensation Committee is responsible for reviewing the compensation of our non-employee directors and recommending any changes in such compensation to the Board as appropriate. In accordance with this authority, the Compensation Committee has engaged an independent compensation consultant, Aon, Hewitt, to provide advice on matters related to director compensation.

For 2017,2018, each of our non-employee directors received an annual cash retainer of $50,000, except that our non-executive chairman received an annual cash retainer of $112,500. Our non-employee directors also received an annual fee of $7,000 for service as a member of a committee, other than the Audit Committee, the members of which received an annual fee of $10,000. The chair of the Audit Committee received an additional $15,000 annual fee, the chair of the Compensation Committee received an additional $12,000 annual fee, and the chair of the Nominating and Corporate Governance Committee received an additional $10,000 annual fee, for service as chairperson of each such committee of the Board. Cash fees are paid quarterly in arrears. Non-employee directors also received an annual equity grant, with a target value of $75,000. These annual equity grants are made in the form of restricted stock units, which vest on the first anniversary of the grant date. The Company does not provide pensions, medical benefits or other benefit programs to non-employee directors. Directors who are also members of management are not separately compensated for their services as a director.

The table below sets forth the compensation earned by each of the Company’s non-management directors during 2017:2018:

Pursuant to the Company's Principles of Corporate Governance and the New York Stock Exchange or NYSE Rules, a majority of the Board of Directors shall consist of independent directors. Currently, all members of the Board of Directors are independent, other than Mr. James Bachmann, our President and Chief Executive Officer. The Board of Directors has affirmatively determined that each of Messrs. Bosowski, Keough, Moore, Strassberg and Sweeny and Ms. Veevaete is independent under the NYSE rules. The NYSE’s definition of independence includes a series of objective tests, such as that the director is not an employee of the Company and has not engaged in various types of business dealings involving the Company, which would prevent a director from being independent.

The Company's Principles of Corporate Governance provide that the Board shall periodically evaluate and make a determination regarding whether or not to separate the roles of Chairman and Chief Executive Officer based upon the circumstances. Currently, the roles are separate and the Board is led by a non-executivean independent Chairman, Mr. Bosowski. The Board has determined, at this time, that having a non-executivean independent Chairman provides significant advantages to the Board, as it allows our Chief Executive Officer to focus on the Company's day-to-day operations, while allowing the Chairman to lead our Board of Directors in its role of providing oversight and advice to management. The Principles of Corporate Governance, however, provide us with the flexibility to combine these roles in the future, permitting the roles of Chief Executive Officer and Chairman to be filled by the same individual. This provides our Board of Directors with flexibility to determine whether the two roles should be combined in the future based on our company's needs and our Board of Directors' assessment of our leadership structure from time to time.

The Board of Directors oversees the Company's risk management process. The Board oversees a Company-wide approach to risk management, designed to enhance stockholder value, support the achievement of strategic objectives and improve long-term organizational performance. The Board determines the appropriate level of risk for the Company generally, assesses the specific risks faced by the Company and reviews the steps taken by management to manage those risks. The Board's involvement in setting the Company's business strategy facilitates these assessments and reviews, culminating in the development of a strategy that reflects both the Board's and management's consensus as to appropriate levels of risk and the appropriate measures to manage those risks. Pursuant to this structure, risk is assessed throughout the enterprise, focusing on risks arising out of various aspects of the Company's strategy and the implementation of that strategy, including financial, legal/compliance, operational, strategic, health and safety, and compensation risks. The Board also considers risk when evaluating proposed transactions and other matters presented to the Board, including acquisitions and financial matters.

While the Board maintains the ultimate oversight responsibility for the risk management process, its committees oversee risk in certain specified areas. In particular, the Audit Committee reviews and discusses the Company's practices with respect to risk assessment and risk management. The Audit Committee also focuses on financial risk, including internal controls and cybersecurity, and discusses the Company's risk profile with the Company's independent registered public accounting firm. In addition, the Audit Committee oversees the Company's compliance program with respect to legal and regulatory requirements, including the Company's Code of Ethics and Business Conduct and policies and procedures for monitoring compliance. The Compensation Committee periodically reviews compensation practices and policies to determine whether they encourage excessive risk taking, including an annual review of management's assessment of the risk associated with the Company's compensation programs covering its employees, including executives, and discusses the concept of risk as it relates to the Company's compensation programs. Finally, the Nominating and Corporate Governance Committee oversees risks associated with the independence of directors and Board nominees and the Company's corporate governance. Management regularly reports on applicable risks to the relevant committee or the Board, as appropriate, including reports on significant Company projects, with additional review or reporting on risks being conducted as needed or as requested by the Board and its committees.

One of our Board's primary responsibilities is to confirm that we have the appropriate management talent to successfully pursue our strategies. The directors regularly discuss management succession with the CEO and during the Board's executive sessions. The Board reviews candidates for all senior management positions, reviews succession plans for senior management positions and confirms that development plans are in place to strengthen the skills and qualifications of identified successor candidates. Our non-executive Chairman of the Board oversees the process for CEO succession and leads, at least annually, the Board’s discussion of CEO succession planning. Our CEO provides the Board with recommendations for and evaluations of potential CEO successors and reviews with the Board development plans for these successors. Directors engage with potential CEO and senior management talent at Board and committee meetings and in less formal settings to enable directors to personally assess candidates. The Board reviews succession in the ordinary course of business as well as to conduct contingency planning in the event of an emergency or unanticipated event.

The Board of Directors has established three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. Each of these Committees is governed by a charter adopted by the Board of Directors.

FromSince January 1, 2017 through August 2, 2017, the Audit Committee was comprised of Messrs. Moore, Keough and Sweeny, with Mr. Moore serving as chair. Since August 2, 2017,2018 the Audit Committee has been comprised of Messrs. Moore, Keough, Strassberg and Sweeny, with Mr. Moore serving as chair. The Board of Directors has determined that each of Messrs. Moore, Keough, Strassberg and Sweeny is independent, as defined under and required by the federal securities laws and the NYSE rules. The Board of Directors has also determined that each of Mr. Moore and Mr. Strassberg qualifyqualifies as an audit committee financial expert under the federal securities laws and that each member of the Audit Committee is "financially literate" as required under

The Audit Committee held four meetings during fiscal 2017.2018.

Since January 1, 2017,2018, the Compensation Committee has been comprised of Ms. Veevaete and Messrs. Bosowski and Moore, with Ms. Veevaete serving as chair. The Board has determined that each of Ms. Veevaete and Messrs. Bosowski and Moore is independent, as defined under and required by the federal securities laws and the NYSE rules.

The Compensation Committee held fiveeight meetings in fiscal 2017.

FromSince January 1, 2017 to August 2, 2017, the Nominating and Corporate Governance Committee was comprised of Messrs. Sweeney, Bosowski and Keough, with Mr. Sweeny serving as chair. Since August 2, 2017,2018, the Nominating and Corporate Governance Committee has been comprised of Messrs. Sweeney, Bosowski and Keough and Ms. Veevaete, with Mr. Sweeny serving as chair. The Board has determined that each of Messrs. Bosowski, Keough, and Sweeny and Ms. Veevaete is independent under NYSE rules.

The Nominating and Corporate Governance Committee held threefour meetings in fiscal 2017.2018.

Committee Charters - The Board of Directors has adopted formal charters for each of its three standing committees. These charters establish the missions of the respective committees as well as committee membership guidelines. They also define the purpose, duties and responsibilities of each committee in relation to the committee's role in supporting the Board of Directors and assisting the Board in discharging its duties in supervisingoverseeing and governing the Company. The charters are available on the Company’s website at www.continental-bp.com by following the links to "Investor Relations" and "Corporate Governance" or upon written request to the Company, as set forth under "Corporate Governance-Availability of Documents" below.

Stockholders and other parties interested in communicating directly with the Board of Directors, non-employee directors as a group or individual directors, including the independent Chairman, whether to provide comments, to report concerns, or to ask a question, may do so by email at cbpdirectors@continental-bp.com or by writing to the following address: Corporate Secretary, Continental Building Products, Inc., 12950 Worldgate Drive, Suite 700, Herndon, Virginia 20170, indicating to whose attention the communication should be directed. You may submit your concern anonymously or confidentially by postal mail. You may also indicate whether you are a stockholder, customer, supplier or other interested party.

Communications are distributed to the Board, or to any individual directors as appropriate, depending on the facts and circumstances outlined in, or as directed by, the communication. In that regard, the Board of Directors has requested that certain items which are unrelated to the duties and responsibilities of the Board should be excluded, such as product complaints, product inquiries, new product suggestions, resumes and other forms of job inquiries, surveys and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that any communication that is filtered out must be made available to any non-employee director upon request.

The Company monitors developments in the area of corporate governance and reviews its processes and procedures in light of such developments. Accordingly, the Company reviews federal laws affecting corporate governance, such as the Sarbanes-Oxley Act, and the Dodd-Frank Wall Street Reform and Consumer Protection Act as well as various rules promulgated by the SEC and the NYSE. The Company believes that it has procedures and practices in place whichthat are designed to enhance and protect the interests of its stockholders.

The Board of Directors has approved Principles of Corporate Governance for the Company. The Principles of Corporate Governance address, among other things:

In addition to the Principles of Corporate Governance, the Board of Directors has adopted a Code of Ethics and Business Conduct. The Code of Ethics and Business Conduct, along with the Principles of Corporate Governance, serves as the foundation for the Company's system of corporate governance. It provides guidance for maintaining ethical behavior, requires that directors and employees comply with applicable laws and regulations, prohibits conflicts of interest and provides mechanisms for reporting violations of the Company’s policies and procedures.

On February 21, 2018, the Board of Directors amended ourOur Bylaws to implementcontain a majority voting standard in uncontested director elections (i.e. an election where the number of candidates does not exceed the number of directors to be elected). Under this majority standard, in uncontested elections, to be elected, a director must receive more votes in favor of his or her election than votes against. Under Delaware law, directors who do not receive a majority vote would hold over until the next election of directors, and therefore would continue to serve on the Board. Accordingly, the Board of Directors also adopted a resignation policy, pursuant to which any director who fails to receive a majority vote for his or her election in an uncontested election must tender his or her resignation to the Nominating and Corporate Governance Committee, which will then consider such resignation and make a recommendation to the Board as to whether to accept or reject the resignation or whether other action should be taken. The Board retains discretion about whether to accept the resignation or not.

Board members participate in professional development activities in order to ensure that they are current and up to date on issues of importance to boards of public companies. The Board and each of its committees regularly evaluate their performance in an effort to determine ways to improve their performance. Led by the non-executive Chairindependent Chairman of the Board, the independent members of the Board regularly meet in executive session without management present in order to discuss and evaluate management's operation of the business.

The Audit Committee hereby reports as follows:

Set forth below are the fees billed to the Company to its independent registered public accounting firm, Ernst & Young, for the fiscal periods indicated.

The Company has a written policy for the pre-approval of certain audit and non-audit services, which Ernst & Young provides. The policy balances the need to ensure the independence of Ernst & Young while recognizing that in certain situations Ernst & Young may possess both the technical expertise and knowledge of the Company to best advise the Company on issues and matters in addition to accounting and auditing. In general, the Company's independent registered public accounting firm cannot be engaged to provide any audit or non-audit services unless the engagement is pre-approved by the Audit Committee in compliance with the Sarbanes-Oxley Act of 2002 and rules adopted by the SEC and Public Company Accounting Oversight Board.PCAOB. Certain basic services may also be pre-approved by the Chairman of the Audit Committee under the policy. However, any service that is not specifically pre-approved under the policy must be specifically pre-approved by the Audit Committee if it is to be provided by the independent registered public accounting firm. In determining whether or not to pre-approve services, the Audit Committee determines whether the service is a permissible service under the SEC’s rules, and, if permissible, the potential effect of such services on the independence of the Company's independent registered public accounting firm. All of the fees identified in the table above were approved in accordance with SEC requirements and pursuant to the policies and procedures described above.

TheThis executive compensation disclosure that followsdescribes the Company's compensation philosophy and programs and explains the compensation awarded to, earned by or paid to:

Continental Building Products is a leading manufacturer of gypsum wallboard and complementary finishing products. Our manufacturing facilities and sales efforts are primarily concentrated in the eastern United States and Canada. Our strategy is to focus on the drywall industry and related products with a modern plant footprint and seasoned, proven operating capabilities. We are a low-cost manufacturer and a high-quality, reliable supplier to customers in prominent North American markets. We have maintainedcreate shareholder value by generating leading profit margins and cash flow yields. We are proud to maintain long-term relationships with many of our customers.

Continental Building Products celebrated our fifth anniversary as a stand-alone company in August 2018 and our fifth anniversary as a publicly traded company in February 2019. Over that time period, we have had significant improvement in our shareholder return. We create shareholder value by generating leading marginsoutperformed the S&P Midcap 400 Index and cash flow yields.finished the year ahead of the Dow Jones Building Materials & Fixtures Index in 2018 as outlined in the following chart showing the Cumulative Total Returns for the past five years.

Executive compensation at our Company includes a combination of base salary, short term incentives, long-term incentives, including performance-based restricted stock units (PRSUs) and time-based restricted stock units (RSUs). Our compensation programs are intended to align with our strategy and have been designed to foster effective execution, and continuous improvement and to drive our management team to maximize long-term shareholder value.

Our financial performance during the 20172018 fiscal year was the best full year for the business in terms of net income and earnings per share since we began operating as a publicly traded company. We have approximately doubled the valuation of the Company since inception. Our EBITDA performance has improved every year since our inception as a publicly traded company. Specifically,Strong cash flow has enabled us to continue our 2017accretive share buy-back program. Our 2018 performance delivered the following results compared to 2016:

During the 20172018 fiscal year, we operated our compensation programs in a manner consistent with our pay-for-performance philosophy and in alignment with our business strategy.

As discussed in greater detail below, in 2016,following the Committee undertook a review ofchanges previously introduced for 2017, the compensation provided to our NEOs andCommittee took a number of actions related to compensation for 20172018 in order to further alignmentalign our compensation program with our shareholders,shareholders' interests, the most significant of which were as follows:

The Committee continually monitors governance standards pertaining to the oversight of executive compensation programs. In this regard, the following policies and practices are in effect at the Company:Company.

Our executive compensation programs, taken as a whole, are intended to achieve the following overarching goals:

The Committee consists of independent directors and is responsible for the review and approval of all aspects of our compensation program. Among its duties, the Committee is responsible for:

Following review and discussion, the Committee or the full Board, as applicable, approves our executive compensation. The Committee is supported in its work by our Senior Vice President, Human Resources as well as the Committee’sCommittee's independent compensation consultant, Aon Hewitt.Aon.

For executives other than the President and CEO, our President and CEO makes pay recommendations to the Committee based on competitive market data and an assessment of individual performance. His recommendations to the Committee are intended to establish appropriate and market-competitive compensation opportunities for our NEOs consistent with our overall pay philosophy. The Committee reviews and discusses the recommendations, in conjunction with input from the Committee’s independent compensation consultant, in making compensation decisions. No executive officer participates directly in the final deliberations or determinations regarding his or her own compensation package.

The Committee directly retains the services of Aon Hewitt.Aon. The Committee retains sole authority to hire or terminate Aon, Hewitt, approves its professional fees, determines the nature and scope of its services and evaluates its performance.performance on an annual basis. A representative of Aon Hewitt attends Committee meetings, as requested, and communicates with the Committee chair between meetings. The Committee makes all final decisions regarding pay elements or levels or recommendations to the full Board regarding the same.

Aon Hewitt’sAon’s specific role for 20172018 included the following:

The Committee has assessed the independence of Aon Hewitt as required by the NYSE listing rules. The Committee reviewed its relationship with Aon Hewitt and considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Exchange Act. Based on this review, the Committee concluded that Aon Hewitt is independent and there are no conflicts of interest raised by the work performed by Aon Hewitt.Aon.

Pay recommendations for our executives, including the NEOs, are typically made by the Committee at its first regularly scheduled meeting of the calendar year, normally held in February. This meeting is typically held around the same time as we report our fourth quarter and year-end financial results for the preceding fiscal year and provide our financial guidance for the upcoming year. This timing allows the Committee to have a complete picture of the prior year's financial performance picture prior toand the performance of the NEOs before making compensation decisions.

Assessments of prior year performance, as well as decisions with respect to annual equity awards, base salary increases and the establishment of target performance levels for the current year and beyond (subject to approval of all independent members of the Board in the case of the CEO), are also typically made at this meeting. Further, general annual equity awards are granted by the Committee at this meeting. Awards to executives who are promoted or hired during the year are typically granted as of the date of their promotion or hire, as applicable, or as of the next scheduled Committee meeting that follows such promotion or hire. As such, the Committee does not time the grants of equity incentives to the release of material non-public information.

Our NEOs’ base salaries areThe salary of each of our NEOs is reviewed annually by the Committee and our CEO (with respect to all NEOs other than himself), taking into account the NEO’s position and responsibilities, performance induring the year, the pay range for individuals in similar positions and havingwith similar responsibilities within the Company, the compensation practices of similar companies in our sector and market and the NEO’s previous base salary.salary level.

Following review by the Committee and approval by the independent members of the Board with regard to our CEO’sCEO's base salary, the base salaries for our NEOs were increased for 20172018 as described in the table below in recognition of each NEO’sto account for individual performance, additional responsibilities for Mr. Major who took on responsibility for our Sales Service, Transportation and inLogistics functions, additional responsibilities for Mr. Schemm who took on responsibility for the case of Messrs. Bachmann, Powerjoint compound business and Major,Marketing Department, and to move their salaries tomaintain all NEOs near the 50th percentile for similar executives at theof our compensation peer group.

The 20162017 and 20172018 salary levels for each of our NEOs are set forth below:

Each of our NEOs was eligible to earn an annual cash incentive bonus for 2018. As was the case for 2017, the target percentage for the CEO was set by the Board of Directors and remained unchanged from 2017. The target amountpercentages for Mr. Bachmann’s annual cash performance bonus (STI) was set at 100%each of base salary. The target annual cash performance bonus (STI) amount for Messrs. Schemm, Power, Malik, Majorthe other NEOs also remained unchanged from 2017 and Romps were set by the Committee, after considering the recommendation of our CEO, at 75% of base salary for Mr. Schemm and 60% of base salary for Messrs. Power, Malik, Major and Romps.CEO.

In 2017,2018, Adjusted EBITDA* (weighted 80%) and cash cost per unit** (weighted 20%) continued to be used as performance metrics for all NEOs; however, we eliminatedNEOs under the individual key initiatives performance metrics to align goals across our management team and provide clear measures for our compensation programs.STI. The specific cash cost per unit targetstarget set areis not disclosed here to avoid potential competitive harm due to industry sensitivity, but the Committee applied a rigorous and comprehensive financial review in establishing targets and believed that achievement of each would require significant effort on the part of our management team.

The following chart summarizestables show our NEOs’ STI performance metric weightings for 20172018 and actual payout percentage earned on each component adding up toresulting in a total payout of 94%113.6% of target:

The actual annual cash incentives paid to each executiveNEO for 2017,2018, which were $524,160, $210,020, $152,755, $151,093, $154,440$655,129, $267,594, $201,118, $204,444, and $125,169$156,389 for Messrs. Bachmann, Schemm, Power, Malik, Major, and Romps, respectively, are included in the “Non-Equity Incentive Plan” column of the Summary Compensation table below. Pursuant to the terms of our Executive Severance and Change in Control Plan, Mr. Malik’s 2017 annual cash incentive was pro-rated based upon his period of employment from January 1, 2017 through November 17, 2017.

Our annual Long-Term Incentive (LTI) grants to NEOs include a mix of performance-based restricted stock units, or PRSUs (weighted 50%) and time-based restricted stock units, or RSUs (weighted 50%) as discussed above.. To determine annual grant levels for the NEOs, the Committee considers competitive market values, individual performance, potential future contributions to our business, internal equity, and, for all NEOs other than himself, the CEO’s recommendations.

On February 22, 2017, the Company granted20, 2018 for each of the NEOs, other than the CEO, and on February 21, 2018 for the CEO, the Company granted RSUs and PRSUs. The RSUs vest ratably over four years. The PRSUs are subject to the Company’s achievement of a cumulative two-year adjusted EBITDA target for 20172018 and 2018,2019, which was set by the Committee at a level believed tothat would require significant growth and that would be very challenging to achieve and ifachieve. The 2018 PRSUs are also subject to a relative TSR modifier that adjusts the number of otherwise earned PRSUs upward or downward. Any earned 2018 PRSUs will vest following a one-year holding period on December 31, 2019.2020. Performance and payout scales are as follows with performance between the threshold and target or target and maximum interpolated on a straight-line basis:

We increased the LTI grant target for our CEO from 185% to 185%200% of his base pay in order to further align his interests with those of our stockholders, more closely align his target pay mix and total compensation opportunity with the 50th percentile for CEOs in our peer group, and to place a greater portion of his total compensation at risk.

The following table summarizes the 20172018 LTI grants approved for our NEOs:

The following table sets forth the threshold, target, maximum, and actual number of shares that could have beenwere earned under the PRSU grants made in 2016.2017. The earned 20162017 PRSUs generally remain subject to a one-year holding period and will fully vest on December 31, 2018.2019.

We maintain a tax qualified 401(k) defined contribution plan (the “401(k) plan”"401(k) plan"), for the benefit of our employees. Under the 401(k) plan, employees (including the current NEOs) are permitted to elect to reduce their current compensation by up to the statutorily prescribed annual limit and to have the amount of such reduction contributed to the 401(k) plan. We are also permitted to make contributions up to the legally prescribed limits on behalf of all eligible employees to the 401(k) plan, which are reflected in the “All"All Other Compensation”Compensation" column of the Summary Compensation Table below.

We do not offer any special supplemental retirement benefits to our executives, who participate in the same defined contribution plan as all other full-time, non-union employees.

We maintain a “clawback”"clawback" policy with respect to incentive-based compensation. The policy provides that, in the event of a restatement of the Company’s financial results due to material noncompliance with any financial reporting requirements under the securities laws and commencing with incentive compensation awarded in respect of the 2017 fiscal year, the Board is entitled to seek to recoup from executive officers any incentive-based compensation that would not otherwise have been awarded or paid to such persons under the as-restated financial statements during the full fiscal year prior to the filing of the Current Report on Form 8-K announcing the restatement.

We maintain a policy that prohibits our directors, executive officers and employees from engaging in any hedging transactions, including but not limited to the purchase of options, puts, calls, prepaid variable forward contracts, equity swaps, collars and exchange funds, that are designed to hedge or offset any decrease in the market value of the Company’sCompany's common stock.

The Board adopted in May 2017We maintain a policy that prohibits Board members and executive officers of the Company from pledging Continental shares of stock, from purchasing such shares on margin, or from holding such shares in a margin account.

To align our officers’officers' and directors’directors' interests with those of our stockholders, we havemaintain Stock Ownership Guidelines for our executive officers and directors respectively.

Under these guidelines, each executive officer is required to own and hold, as a minimum, that number of shares of the Company’sCompany's common stock having a market value of at least a stated multiple of the executive officer’s base salary. The stated

multiple for the Chief Executive Officer is 5, for the Chief Financial Officer is 2.5 and for all other executive officers is 1. For purposes of the Stock Ownership Guidelines, common stock includes the after-tax value of shares of common stock no matter how acquired (i.e., whether through the vesting of restricted shares or restricted stock unitsRSUs, or PRSUs or through purchase on the open market), the anticipated after-tax value of unvested time-based restricted shares or restricted stock unitsRSUs and the anticipated after-tax value of unvested, but earned performance shares.PRSUs.

Executive officers are expected to comply with the stock ownership requirements within five years of the grant of their initial equity award. We review the stock ownership regularlyquarterly and currently all of our executive officers are on track to satisfy the stock ownership guidelines within the relevant time frame.

Section 162(m) of the Internal Revenue Code of 1986, as amended, (the “Code”) imposes a $1,000,000 limit on the amount that a public company may deduct in any one year with respect to certain “covered employees.” We had historically structured ourThough deductibility of compensation programs such that our PRSUs granted under our Stock Incentive Plan were generally intended to qualify as “performance-based” for purposes of satisfyingis a consideration in making pay decisions, the conditions of an exemption to this limit on deductibility previously available under Section 162(m). The Committee however, has sought to maintain flexibility in compensating our executives, and, as a result has the right to grant non-deductible awards that do not qualify for this exemptionand make other non-deductible pay decisions when it believes it is in the best interests of stockholders. For taxable years beginning after December 31, 2017, the exemption from Section 162(m)’s deduction limitstockholders, and we expect that compensation for certain “performance-based” compensation has been repealed for all but certain grandfathered compensation arrangements that were2018 and in effect as of November 2, 2017. Furthermore, the rules and regulations promulgated under Section 162(m) are complicated and subject to change and the scope of relief for grandfathered arrangements is currently uncertain. As such, there can be no assurance that any compensation awarded or paid in priorfuture years will be fully tax deductible and the Committee does not expect compensation in 2018 and future years to be fully deductible.

As part of its annual risk assessment, the Committee, with the assistance of its independent compensation consultantAon and management, assessed risk in our employee compensation plans, practices and policies, including all 20172018 executive incentive compensation plans. In performing this risk assessment, the Committee considered: the alignment of our compensation programs to our strategy, the mix of fixed and variable compensation; the mix of short term and long term incentive compensation; the long-term incentive program mix; the extent to which performance metrics are directly linked to our business plan; the level of stretch for each performance metric; appropriate maximum caps on our performance metrics for our short term incentive and long term equity-based incentive plans; minimum requirements before incentives are paid; the presence of double trigger requirements for severance payments in a change-in-control situation; our stock ownership requirements; the form of retirement benefits offered; and our clawback, hedging and pledging policies. Based on this assessment, and based on management's knowledge of all other compensation plans and practices, the Committee does not believe any of our Company’s compensation programs create risks that are reasonably likely to have a material adverse effect on our Company.

The Committee reviewed and discussed the Compensation Discussion and Analysis above as required by Item 402(b) of Regulation S-K with our management. Based on this review and discussion, the Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

The following table summarizes information concerning the compensation awarded to, earned by or paid to our current NEOs during the 2015,2018, 2017 and 2016 and 2017 fiscal years, as applicable. Messrs. Major and Romps were not NEOs in 2015 or 2016 and Mr. Schemm was not an NEO in 2015.2016.

The following table provides information regarding outstanding equity awards under the Company's Amended and Restated 2014 Stock Incentive Plan held by the NEOs as of December 31, 2017.2018.

The following table shows the number of shares acquired upon vesting of restricted stock, RSUs and PRSUs for each of our NEOs during the year ended December 31, 2017. None2018. One of our NEOs exercised any stock options during 2017.2018.

As described above, we maintain the Continental Building Products, Inc. Amended and Restated Executive Severance and Change in Control Plan (the “Severance Plan”"Severance Plan"), under which certain of our executives, including all of our NEOS are entitled to certain payments and benefits in the event of a termination without Cause or resignation with Good Reason both in connection with and outside the context of a Change in Control (as defined in the Severance Plan).

The Severance Plan defines “Cause”"Cause" as a Participant’s (a) willful and continued failure to substantially perform assigned duties for the Company (other than any such failure resulting from the Participant’sParticipant's disability) if such failure to perform is not fully cured by the Participant within ten (10) days after he or she receives written notice of such failure from the Company; (b) gross misconduct which is materially and demonstrably injurious to the Company; (c) willful violation of any of the covenants contained in Article 8 of the Severance Plan; (d) conviction of, or plea of nolo contendere, to (i) a felony or (ii) any other crime which, in the reasonable opinion of the Company, could adversely affect the business or reputation of the Company; (e) commission of an act of misappropriation, fraud, embezzlement, or material breach of fiduciary duty to the Company; or (f) a material violation of the Company’sCompany's code of conduct or any other policy of the Company that applies to the Participant.

In the event that aan NEO were terminated without Cause or for Good Reason within 24 months following a Change in Control, then, in addition to previously accrued obligations, the NEO would be entitled to receive:

All payments are generally to be made within 60 days offollowing the date of termination, except the pro-rated annual bonus which is payable at the same time annual bonuses are paid to other senior executives of the Company. All payments under the Severance Plan are subject to reduction in the event that such payments, whichwhen combined with all other payments and benefits to be provided to the executive, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code, and the net after tax-amount to be received by the executive would be less than had the payments been reduced so as to avoid imposition of the excise tax.

In the event that a NEO were terminated without Cause or resigns for Good Reason not in connection with a Change in Control (or not within 24 months following a Change in Control), then, in addition to previously accrued obligations, the NEO will be entitled to receive:

Any payments under the Severance Plan are conditioned upon (1) the executive’sexecutive's execution of a separation agreement in a form and substance provided by the Company, including a general release of claims, and (2) the executive’sexecutive's compliance with confidentiality, non-competition, non-solicitation, intellectual property and non-disparagement covenants contained in the Severance Plan. Any payments made under the Severance Plan are also subject to the Company’s clawback policy.

Under the standard terms of our equity award agreements, any then unvested RSU awards accelerate and become fully vested upon an NEO’sNEO's termination of employment due to death, disability, or retirement after age 65. In addition, upon such termination events, NEOs will vest in a pro-rated number of PRSUs based on the number of days the executive was employed between the grant date and the vesting date (with such vesting occurring on the date that the Committee certifies actual performance with respect to the PRSUs for any unearned awards). Finally, any outstanding unvested stock options accelerate in the event of an NEO’s termination of employment due to death, disability, or retirement at or after age 55 with 5 years of service or at or after age 50 with the sum of the participant’s age and years of service totaling at least 80.

The following table summarizes the payments and benefits that each NEO would have been eligible to receive upon his termination of employment under the various circumstances described above as of December 31, 2017.2018. These estimated amounts assume that the relevant termination of employment occurred on December 31, 20172018 and the value of any equity award accelerated vesting is based on the $28.15$25.45 closing market price of our common stock on December 29, 2017.31, 2018.

The table below does not reflect any accrued wages, unused vacation pay or other paid time off, or the intrinsic value (as of December 31, 2017)2018) of any outstanding stock options, RSUs or PRSUs held by the NEO that were vested on that date. In addition, this table assumes that no reduction in amounts is required to comply with the Code Section 4999 cutback provisions under the Severance Plan described above.

Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the NEOs should a separation from service or change in control occur during the year will differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the event, our stock price, target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event, and the executive’s age and prevailing tax rates.