Owens Corning (OC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for April 15, 2025, will be held virtually to enhance participation and reduce costs and environmental impact.

• Key proposals include election of ten directors, ratification of PricewaterhouseCoopers LLP as auditor, and advisory approval of executive compensation.

• 2024 saw the acquisition of Masonite, strategic review of the Glass Reinforcements business, and sale of the building materials business in China and Korea.

• Net sales for 2024 were $11.0 billion, with strong free cash flow and continued margin expansion.

Voting matters and shareholder proposals

• Shareholders will vote on electing ten director nominees, ratifying the auditor, and approving executive compensation on an advisory basis.

• Majority voting standard applies for director elections, with mandatory resignation for directors not elected by a majority.

• No stockholder rights plan is in place; robust stockholder outreach and engagement programs are ongoing.

Board of directors and corporate governance

• Board is fully declassified, with all directors standing for annual election.

• 90% of director nominees are independent; all committees are fully independent.

• Lead Independent Director role rotates every two years; robust evaluation and succession planning processes are in place.

• Overboarding policy limits directors’ service on other boards; all directors met attendance requirements in 2024.

• Board diversity is considered in director nominations, including gender and race.