Not independent
Tenure on this board
7.1 yrs
Also a director at
Lincoln Electric Holdings Inc (LECO)
9 nominees · 3 ballot items.
Election of nine directors; ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026; and an advisory (non-binding) vote to approve named executive officer compensation (Say-on-Pay).
Elect nine director nominees to serve until the 2027 Annual Meeting of Stockholders.
Ratify the Audit Committee’s selection of PricewaterhouseCoopers LLP as Owens Corning’s independent registered public accounting firm for 2026.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement (the 'Say-on-Pay' vote).
This advisory proposal asks shareholders to approve the Company’s disclosed executive compensation program for the named executive officers (NEOs), including the Compensation Discussion and Analysis, tables, and narratives. Management seeks this advisory approval to confirm stockholder support for its pay-for-performance philosophy, which emphasizes a high percentage of at-risk compensation (approximately 90% for the CEO and 80% for other NEOs) and a mix of annual cash incentives and long-term equity awards tied to TSR, adjusted return on capital (ROC), and free cash flow conversion (FCFC). The Compensation Committee frames the program as competitive with peer median pay, using RSUs and PSUs (three-year performance cycles) to align long-term incentives with stockholder value, and has recently adjusted PSU design (starting with the 2026–2028 cycle) to replace standalone TSR with an Adjusted EBITDA Margin Percentage plus a relative TSR modifier to better link operational execution with market outcomes. Company-specific context includes 2025 results (adjusted EBITDA and free cash flow outcomes, $1 billion returned to shareholders, completed divestitures and integration of the Doors business) and the Committee’s view that target-setting is challenging but appropriate; the proxy notes that 89% of votes in the most recent say-on-pay were in favor. Management’s counter-argument to potential shareholder concerns emphasizes the Committee’s use of rigorous performance metrics, stock ownership guidelines, clawback policies, peer benchmarking, and the ability to exercise discretion (including downward adjustment) to avoid windfalls. The advisory vote is non-binding, but the Board intends to consider stockholder feedback; a vote against would signal investor dissatisfaction and could prompt further engagement or changes to compensation design. Given 2025’s compensation outcomes (including some reductions in realized compensation driven by stock price declines and adjustments to certain performance outcomes), the proposal raises governance and alignment questions that sophisticated investors will weigh: e.g., whether incentive metrics and gating produce the intended alignment, appropriateness of recent metric changes, and transparency around discretion and adjustments. The Board recommends FOR approval, arguing the program appropriately balances retention, competitiveness, and performance linkage while evolving metrics to more directly measure operational performance.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 6.84% | 5,508,121 | $596M |
| 2 | BlackRock, Inc. | 6.30% | 5,071,129 | $549M |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 4.49% | 3,618,028 | $392M |
| 4 | STATE STREET CORP | 3.81% | 3,064,304 | $334M |
| 5 | BlackRock, Inc. | 3.32% | 2,675,559 | $290M |
| 6 | DIMENSIONAL FUND ADVISORS LP | 3.18% | 2,559,097 | $277M |
| 7 | AQR CAPITAL MANAGEMENT LLC | 3.14% | 2,525,907 | $270M |
| 8 | FIRST TRUST ADVISORS LP | 2.71% | 2,179,214 | $236M |
| 9 | DAVIS SELECTED ADVISERS | 2.61% | 2,100,935 | $227M |
| 10 | AMERICAN CENTURY COMPANIES INC | 2.54% | 2,042,502 | $221M |
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