HOW TO VOTE

DATE & TIME:

Thursday April 21, 2016

10:00 a.m. Eastern Daylight Time

PLACE:

Jones Day

222 East 41st Street

New York, New York 10017

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

VIRTUAL ANNUAL MEETING AND ADMISSION

We have decided to hold the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) virtually again this year because hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location around the world, improves meeting efficiency and our ability to communicate effectively with our stockholders, provides for cost savings to Owens Corning and our stockholders, and reduces the environmental impact of our Annual Meeting. You will not be able to attend the Annual Meeting physically in person.

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the “Board”) on behalf of Owens Corning, of proxies to be voted at the Annual Meeting and at any adjournment or postponement thereof. On or about March , 2023, these proxy materials are being distributed to stockholders. Only stockholders who are eligible to vote at the Annual Meeting will be admitted toadmitted. Stockholders holding shares at the close of business on the record date of February 21, 2023 may attend the Annual Meeting. Stockholders must present a formYou will be able to attend the Annual Meeting, vote, and submit your questions in advance of personal photo identification to be admitted. If your shares are heldthe meeting by visiting www.virtualstockholdermeeting.com/OC2023. To participate in the name of a bank, brokermeeting, you must have your sixteen-digit control number that is shown on your proxy card or other holder of record, you also must present a brokerage statement or other proof of ownership to be admitted.your voting instruction form.

HELP US REDUCE PRINTING AND MAILING COSTS

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

In accordance with Rule 14a-6(d) under Regulation 14A of the Securities Exchange Act of 1934, please be advised that Owens Corning intends to release definitive copies of the proxy statement to security holders on or about March 17, 2016.

OWENS CORNING

One Owens Corning Parkway

Toledo, Ohio 43659

Notice of Annual Meeting of Stockholders

By order of the Board of Directors,

Ava Harter

SecretaryGina A. Beredo

Secretary

Toledo, Ohio

[March 17, 2016], 2023

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TABLE OF CONTENTS

COMPANY OVERVIEW

MAINTAINING SAFETY PERFORMANCE AND EMPLOYEE WELL-BEING

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

The Company’s employees demonstrate tremendous resilience, ingenuity, and execution in responding to challenges, including impacts of the pandemic and changes in the macroeconomic environment. The Company continues to maintain protocols to promote a safe work environment in its offices, labs, and manufacturing plants, and embraces an unconditional commitment to improve upon its world-class safety performance.

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DOING BUSINESS IN A SUSTAINABLE WAY As a worldwide leader in its industry, the Company has the desire to be at the forefront of corporate sustainability efforts. Its ambition is to be a net-positive company, that is, one whose positive impacts of its people and products, is greater than the negative impact of manufacturing its products. The Company works to continually improve its operations. Its climate-related sustainability efforts have led the Company to develop a range of strategies and tactics that have had a significant impact on the way it conducts its business. The Company strives to reduce the greenhouse gas emissions released throughout the entire			D-1
Annex E: Proposed Amendmentlifecycle of its products by making its manufacturing processes more energy-efficient, sourcing more renewable electricity, improving its supply chain logistics, increasing recycled content, and developing end-of-life recycling solutions. Together, this work reduces the environmental impact of its operations and lowers the embodied carbon in its products – an attribute of growing importance to its customers.

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

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

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BUILDING A STRONGER COMPANY GUIDED BY A NEW GROWTH STRATEGY

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

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

DEVELOPING HIGH-PERFORMING TEAMS TO EXECUTE ON COMPANY COMMITMENTS

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

EMPLOYEE PERFORMANCE AND RELATED OBJECTIVES

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

INCLUSION AND DIVERSITY

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

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

Lastly, we are proud that the Company’s employees contribute many service hours to boards, special causes, and nonprofit organizations in the communities where they live and work. These programs enable the Company’s employees to connect with the community, further enhance its reputation locally and globally, and instill pride in the workforce. In 2022, the Company and the Owens Corning Foundation donated $7.6 million of cash and products to support healthy communities, safe housing, education, workforce development, and social and racial equity.

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ON THE RIGHT PATH

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

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PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Why did I receive these proxy materials?4

PROPOSAL 1

We are providing these proxy materials in connection with the solicitation byELECTION OF DIRECTORS

INFORMATION CONCERNING DIRECTORS

Currently, the Board of Directors of Owens Corning (“Owens Corning,” the “Company,” “we,” “us” or “our”(the “Board”), a Delaware corporation, on behalf of the Company consists of proxies to be voted10 directors whose terms expire at our 2016the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) and at any adjournment or postponement thereof. On or about March 17, 2016, we began distributing these proxy materials to stockholders.

How can I attend. Our Board has nominated the Annual Meeting?

You are invited to attend the Annual Meeting on April 21, 2016, beginning at 10:00 a.m., Eastern Daylight Time. The Annual Meeting will be held at the offices of Jones Day, 222 East 41st Street, New York, New York 10017. Only stockholders who are eligible to votecurrent 10 directors for re-election at the Annual Meeting or their authorized representativesMeeting.

BOARD STRUCTURE

Your proxy will vote for, against, or abstain for any purpose germane to the meeting at the Annual Meetingdirector. If you properly execute and date your proxy card but do not indicate how you want your proxy voted, it will be voted for ten days prior to the Annual Meeting between the hours of 8:45 a.m. and 4:30 p.m., at our principal executive offices at One Owens Corning Parkway, Toledo, Ohio, 43659 by contacting the Secretaryeach of the Company.

How do I vote?

You may10 nominees unless you specifically vote using oneagainst any of the following methods:

Your vote is important. Please vote promptly.

Will my shares be voted if I 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” proposals. The only items at the Annual Meeting that are “discretionary” are (i) ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm (ii) approval of amendments to our Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”) to eliminate Asbestos Trust and bankruptcy related language and (iii) approval of amendments to our Amended and Restated Bylaws (“Bylaws”) principally to eliminate Asbestos Trust and bankruptcy related language. Accordingly, if you are a beneficial owner, your broker or other holder of record is permitted to vote your shares on (i) ratification of the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm (ii) approval of amendments to our Certificate of Incorporation to eliminate Asbestos Trust and bankruptcy related language and (iii) approval of amendmentsdirector’s election. Pursuant to our Bylaws, principally to eliminate Asbestos Trust and bankruptcy related language, even if the stockholder of record does not receive voting instructions from you.

What can I do if I change my mind after I vote my shares?

If you are a stockholder of record, you can revoke your proxy before it is exercised by:

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 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 person or represented by proxy, is necessary to constitute a quorum.

A plurality of the votes cast is required for the election of directors. This means that the director nominee withnumber of shares voted “for” a director’s election exceeds 50% of the mostnumber of votes for a particular slot is elected for that slot. You may vote “for” or “withhold”cast with respect to that director’s election. “Votes cast” shall include votes against a director and shall exclude abstentions and broker non-votes with respect to a director’s election. If any nominee is unable to serve, the election of directors. Only votes “for” are counted in determining whether a plurality has been cast in favor of a director. Abstentions are not countednamed proxy may vote for purposes of the election of directors.

Although ratification is not required by our Bylaws or otherwise, we are asking our stockholders to ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016. The affirmative vote of a majority of the votes which could be castanother nominee proposed 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 2016. 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, weBoard. We do not expect broker non-votes on this proposal.

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Say on Pay

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. Broker non-votes are not considered entitled to vote on this proposal and, as a result, broker non-votes will not have any effect on this proposal.

Under the Bylaws, 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 Owens Corning 2016 Stock 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. Broker non-votes are not considered entitled to vote on this proposal and, as a result, broker non-votes will not have any effect 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 the Owens Corning Corporate Incentive Plan Terms Applicable to Certain Executive Officers (As Amended and Restated as of January 1, 2016) (the “Corporate Incentive 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. Broker non-votes are not considered entitled to vote on this proposal and, as a result, broker non-votes will not have any effect on this proposal.

The affirmative vote of a supermajority of seventy five percent (75%) of all shares outstanding is required to approve the proposed amendments to our Certificate of Incorporation to remove unnecessary references to the Asbestos Trust and bankruptcy. Abstentions 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 broker non-votes on this proposal.

The affirmative vote of a supermajority of seventy five percent (75%) of all shares outstanding is required to approve the proposed amendments to our Bylaws to, among other matters, remove unnecessary references to the Asbestos Trust and bankruptcy. Abstentions 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 broker non-votes on this proposal.

Approval by stockholders of the amendment to the Bylaws requires the affirmative vote of at least seventy five percent (75%) of all shares outstanding is required unless Proposal 7 is approved by the requisite vote, in which case, the approval of this Proposal 8 requires the affirmative vote of a majority of the outstanding voting stock of the Company. Abstentions and broker non-votes will have the effect of a vote against this proposal.

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?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspector of election. Ava Harter and Raj B. Dave 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?

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 Alliance Advisors, LLC to assist in the distribution and solicitation of proxies for a fee of $20,000, plus reasonable expenses, for these services.

What is “householding” and how does it affect me?

We have adopted a procedure approved by the U.S. Securities and Exchange Commission (“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, stockholders 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 stockholders notifies us otherwise.

Stockholders who participate in householding will continue to receive separate proxy cards.

If you are eligible for householding, but you and other stockholders 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. at 1-866-540-7095 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.

Beneficial owners can request information about householding from their brokers or other holders of record.

PROPOSAL 1

ELECTION OF DIRECTORS

Information Concerning Directors

Currently, our Board of Directors consists of 12 directors in three classes, with three directors in class III, four directors in class I and five directors in class II.

The directors in Class I and III whose terms expire at the Annual Meeting are: J. Brian Ferguson, Ralph F. Hake, F. Philip Handy, James J. McMonagle, W. Howard Morris, Suzanne P. Nimocks and Michael H. Thaman. This year, two classes of directors are standing for election as part of the “phased-in” declassificationnominee of the Board approved at the 2014 Annual Meeting of Stockholders. If re-elected, these directors willwho would be unable to serve one-year terms. At the 2017 Annual Meeting of Stockholders, the Board will be fully de-classified such that the directors will stand for re-election for one-year terms and director classes will no longer be applicable.if elected.

DIRECTOR QUALIFICATIONS, SKILLS, AND EXPERIENCE

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

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

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

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

Your proxy will vote for each

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BOARD OF DIRECTORS SKILL MATRIX

The categories included in the Matrix are tied to the Company’s strategy, and the goal is that the directors collectively possess qualities that facilitate their effective oversight of the seven nominees unless you specifically withhold authority to voteCompany’s strategic plans. While the Matrix is useful for any or all ofdetermining the nominees. 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 nomineecollective skills of the Board as a whole, it is not a comparative measure of Directors who would be unablethe value of directors; a director with more focused experience could nonetheless contribute broadly and effectively.

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

Directors will be elected by

*Current or previous experience as a plurality of the votes cast at the Annual Meeting. Each person elected at the Annual Meeting will serve until the Annual Meeting of Stockholders in 2017 and until his/her successor is duly elected and qualified.Chief Executive Officer (“CEO”).

The Board of Directors recommends that you vote

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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR each director nominee named in ProposalEACH DIRECTOR NOMINEE NAMED IN PROPOSAL 1.

Nominees for Election as Directors in Classes I and III—Forfor a Term Expiring at the 2024 Annual Meeting of Stockholders in 2017

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8

9

10

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Class II—For a Term Expiring at the Annual Meeting of Stockholders in 2017

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EDWARD F. LONERGAN,56 Director since 2013		Mr. Lonergan has served as Executive Chairman of Zep Inc., an international provider of maintenance and cleaning solutions to the commercial, industrial, institutional and consumer markets since July 2015. Prior to joining Zep, Mr. Lonergan served as Director, President and Chief Executive Officer of Chiquita Brands International, Inc., a leading international grower, distributor and marketer of fresh and value-added food products from October 2012 until the privatization of the company in January 2015. He served as Director, President and Chief Executive Officer of Diversey, Inc., a leading global provider of sustainable cleaning, sanitation and hygiene solutions, from February 2006 through the sale of the company to Sealed Air Corporation in October 2011. Prior to Diversey, Mr. Lonergan served as President, Europe for Gillette from May 2002 to January 2006. Between 1981 and April 2002, he held a variety of leadership positions both domestically and internationally at the Procter & Gamble Company, including general management roles in customer business development and in emerging markets. He currently serves on the Board of The Schwan Food Company. Public Company Directorships in the Last Five Years: •       Chiquita Brands International, Inc.
		Director Qualifications: Mr. Lonergan brings more than 30 years of international leadership experience at public and private companies in various sectors, including significant leadership experience as the current Executive Chairman of Zep and former Chief Executive Officer of Chiquita Brands International. He possesses extensive knowledge of global business operations, strong strategic and financial management expertise and a keen understanding of the consumer products business.
MARYANN T. MANNEN,53 Director since 2014		Maryann T. Mannen has served as Executive Vice President and Chief Financial Officer of FMC Technologies, Inc., a leading global provider of technology solutions for the energy industry, since March 2014. As CFO, she is responsible for overall financial management of FMC Technologies, its financial reporting and transparency, and for multiple corporate functions. Before being appointed to her current role, Ms. Mannen served as Senior Vice President and CFO from 2011 to early 2014. She previously served as Treasurer, Vice President and Deputy Chief Financial Officer. Before joining FMC Technologies, Inc. in 1986, Ms. Mannen served as Finance Manager for Sheller-Globe Corporation. Director Qualifications: Ms. Mannen has extensive leadership experience in finance, operations and management. Her well-rounded management experience at FMC Technologies, a publicly traded, energy sector manufacturer, particularly in her current role as Chief Financial Officer, enables her to contribute important insights regarding business strategy, risk management and finance. Ms. Mannen’s financial management experience and extensive knowledge of accounting led to her designation as an “audit committee financial expert.”

JOHN D. WILLIAMS, 61 Director Since 2011		Mr. Williams has served as President and Chief Executive Officer and Director of Domtar Corporation, a manufacturer of fiber-based products including communication papers, specialty and packaging papers and absorbent hygiene products, since joining the company2009. In November 2022, Domtar announced that Mr. Williams intends to retire as President and Chief Executive Officer effective June 30, 2023. Mr. Williams will continue as a part-time advisor regarding strategic growth opportunities for Domtar. He also served as a member of Domtar’s Board of Directors until Domtar’s sale in 2009.2021. From 2000 to 2008, Mr. Williams served in senior executive positions with SCA Packaging Ltd. and SCA Packaging Europe, which is among Europe’s largest producers of containerboard paper used for the manufacturing of corrugated box products. During this period,From 2005 to 2008, he served as President of SCA Packaging Europe, from 2005 to 2008, and as regional managing director for the company’sits U.K. and Ireland operations from 2000 to 2005. Prior to joining SCA Packaging, Mr. Williams held a number ofseveral increasingly senior positions in sales, marketing, management, and operations with Rexam PLC;plc Packaging Resources, Inc.; Huhtamaki;, Huhtamaki, Alberto Culver (U.K.) Ltd.;, and MARS Group.
		Director Qualifications: Since April 2018, Mr. Williams has been a director of Form Technologies, Inc., a privately held leading global group of precision component manufacturers, based in Charlotte, North Carolina, where he has also been the non-executive chair of the Board of Directors since January 2019. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Williams brings to the Board among other skills and qualifications, significant leadership experience as President and Chief Executive Officer of Domtar Corporation a large publicly traded manufacturer and previously as a senior executive in the European packaging industry. He hasdeveloped an in-depth understanding of manufacturing, quality, and logistics serving in these roles. His extensive management experience provides the Board with a valuable perspective on the Company’s global manufacturing and supply chain operations. Mr. Williams’ experience in managing manufacturing businesses gives him valuable insight to assist the Company’s efforts to expand the use of recycled materials in its manufacturing operations and its products, across all businesses. Mr. Williams provides counsel to the Board as it evaluates the Company’s sustainability practices for its operations and supply chains. His significant experience in international business, manufacturing, management, operations, sales, and marketing. Mr. Williams’ experiencemarketing also enable him to provide the Board with a valuable perspective on the Company’s goals of strengthening its position in core markets and knowledge of financeproducts and global risk led to his designation as an “audit committee financial expert.”expanding into new product adjacencies.

RECOMMENDATION REGARDING PROPOSAL 1:

Governance Information

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GOVERNANCE INFORMATION

CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

Corporate Governance Overview
		•  92%90% of the Board is Independentdirector nominees are independent   •       All Directors attended at least 75% of Board and committee meetings held •       Directors with experience, qualifications and skills across a wide range of public and private companies •       Board access to Senior Management and Independent Advisors •       Executive sessions of Independent Directors at every regular Board meeting and Committee meeting •       Fully de-classified Board of Directors in 2017 •       Active stockholder engagement outreach program •       Clawback, anti-hedging and anti-pledging policies •       Stock Ownership Guidelines for Directors and Senior Management		•       Independent Lead Director with robust and defined responsibilities •  100% Independentindependent Audit, Compensation, Finance, and Governance and Nominating Committees   •  Lead Independent Director with robust and defined responsibilities •  Board access to senior management and independent advisors •  Executive sessions of independent directors at every regular Board and Committee meeting
Stockholder Rights and Engagement
•  All members of the Board are elected annually •  Annual advisory vote on named executive officer compensation •  Majority vote standard in uncontested director elections with mandatory resignation requirement •  Robust stockholder outreach program •  No stockholder rights plan
Policies and Practices
•  Clawback, anti-hedging, and anti-pledging policies •  Annual Board, Chairman/Chair/CEO, and Committee evaluationself-evaluation process (through written assessments and interviews with the Lead Independent Director) and review of management succession plan   •  Robust policy regarding Director service on other public company boardsstock ownership guidelines:   o  Directors: 5x maximum annual cash retainer o  CEO: 6x base salary o  Other named executive officers: 3x base salary •  Overboarding policy for directors to limit membership on publicly traded company boards (including service on the Company’s Board) o  Employee Directors: No more than two publicly traded company boards o  Non-Employee Directors: No more than four publicly traded company boards o  Audit Committee members: No more than two other publicly traded company audit committees •  Mandatory director retirement age of 73 •  Global Code of Conduct for employees, officers, and directors

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Board Composition
•  60% gender, ethnic, and racial diversity among director nominees   •  Mandatory Director retirement ageAdditions of five new independent directors since 2014, four of which increased gender, ethnic, or racial diversity (no directors self-identified as members of the LGBTQ+ community)   •  Ranked #1 in the Building Materials section of the Dow Jones Sustainability Index for six years consecutivelyWomen occupy three Board leadership positions (Lead Independent Director, Governance and Nominating Committee Chair, and Audit Committee Chair)   •  Annual advisory voteCommitment to approve executive compensationinclude, in each third-party search for independent director candidates, qualified candidates who reflect diverse backgrounds, including diversity of gender or race

2016 Management Proposal on Majority Voting

Proposal 8 on p. 77 further details the Board’s request for stockholder approval at the Annual Meeting of Stockholders of a Bylaw amendment to require majority voting

¹ Through self-identification in uncontested director elections. If approved by stockholders, a majority voting standard in uncontested director elections will become effective concurrent with the full de-classification of the Board in 2017.questionnaires.

Corporate Governance Guidelines

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CORPORATE GOVERNANCE GUIDELINES

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

DIRECTOR RETIREMENT, REFRESHMENT, AND SUCCESSION

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

Under its charter, the Governance and Nominating Committee is responsible for reviewing with the Board Leadership Structurethe appropriate skills and characteristics of Board members in the context of the current make-up of the Board. The Governance and Nominating Committee makes recommendations to the Board regarding size and composition of the Board, reviews the suitability of directors for continued service, and is responsible for responding to any concerns of directors relating to the performance of the Board. As part of its refreshment process, the Board seeks to attain a healthy mixture of tenures, including both longer and shorter tenured directors, which can provide a balance of fresh ideas and both Company institutional and market knowledge, alongside experience through the business cycle.

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

BOARD LEADERSHIP

Pursuant to the Corporate Governance Guidelines, the Board has the authority to select its ChairpersonChair based on its collective best judgment as to the candidate best suited to meet the Company’s needs at a given time. Currently, Michael H. ThamanBrian D. Chambers serves as Owens Corning’s Chairman of the Board, President and Chief Executive Officer (“Chairman and CEO”) and John D. Williams, a non-management director serves as lead independent director (“Lead Independent Director”) of the Board. The Board of Directors believes that this

leadership structure is appropriate for Owens Corning in light of the Company’s governance structure, current needs and business environment as well as the unique talents, experiences and attributes of the individuals in those roles.

Mr. Thaman served as Chairman of the Board for the Company since April 2002 to December 2007, prior to his election as the Company’s Chief Executive Officer. Upon his election as Chief Executive Officer in December 2007,Board Chair and CEO.

The Board determined that combining the ChairmanChair and CEO positions were combined in order to ensure a single, strong senior management voice, withallowed clear and consistent leadership on critical strategic objectives.objectives and enabled a consistent flow of information for the Board’s oversight of risk. The Board’s prior experience working with Mr. ThamanChambers as President and CEO, as well as his track record of success in over 19 years with the Chairman positionCompany in a variety of leadership positions, strongly supported its conclusion that the Company and its stockholders would be best served with Mr. ThamanChambers leading Owens Corningthe Company as its ChairmanChair and CEO.

The Board of Directors furtherhas determined that it wasis appropriate to have a structure that providedprovides strong leadership among the independent directors of the Board. Until April 2015, Ralph Hake servedAs discussed below, the independent directors on our Board have elected a Lead Independent Director to serve in a lead capacity to coordinate the activities of the other independent directors and to perform such other duties and responsibilities as the Board may determine. After the Annual Meeting, Suzanne P. Nimocks will begin her second two-year term as Lead Independent Director. In April 2015, John Williams began serving as Lead Independent Director. Mr. WilliamsMs. Nimocks has served asbeen a director of the Company since 20112012, serving as Chair of its Finance Committee from 2015 to 2021, as well as Lead Independent Director and has served as chairmanChair of the Audit Committee. Governance and Nominating Committee since 2021. Her previous experience as a senior partner with McKinsey & Company positions her to provide superior oversight of the Company’s global business and strategy. The Company also benefits from her extensive leadership experience on the boards of other global companies and her proven track record on environmental, social, and governance issues.

Additionally, the Board, which consists entirely of independent directors other than Mr. Thaman,Chambers, exercises an independent oversight function. Each of the Board committees, other than the Executive Committee, is comprised entirely of independent directors. Regular executive sessions of the non-managementindependent directors are held andheld. On an annual basis, each year, an evaluation of the Chairmanindependent directors evaluates the Chair and CEO in several key areas, is completed by each of the independent directors.areas.

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

Lead Independent Director

The independent directors on our Board of Directors have elected a Lead Independent Director to serve in a lead capacity to coordinate the activities of the other non-management directors and to perform such other duties and responsibilities as the Board of Directors may determine. John D. Williams was elected to serve as Lead Independent Director, effective April 2015, for a two-year term.19

LEAD INDEPENDENT DIRECTOR

The responsibilities of the Lead Independent Director, as provided in the Charter of Lead Independent Director for Owens Corning,the Company, include:

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

BOARD, COMMITTEE, CHAIR, AND CEO is currently the appropriate board leadership structure for Owens Corning.

Board, Committee and Chairman and CEO Evaluation ProcessEVALUATION PROCESS

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

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

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

Director Retirement Age

Pursuant to the Corporate Governance Guidelines, the retirement age for directors is 73. A director who has attained age 73 may continue to serve as a director until the next succeeding Annual Meeting of Stockholders.

Risk OversightRISK OVERSIGHT

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

RISK OVERSIGHT RESPONSIBILITIES OF THE BOARD’S COMMITTEES

In addition to facilitating oversight of Directorsfinancial risks, the Audit Committee also has primary responsibility for facilitating the Board’s process of oversight ofwith respect to the Company’s management of key risks and financial exposures.generally. Pursuant to its charter, the Audit Committee’s responsibilities include: