OWENS CORNING (OC)
Sector: Industrials
2026 Annual Meeting Analysis
OWENS CORNING · Meeting: April 14, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Chambers has served as CEO and director since 2019; OC's 3-year TSR of +17.4% is +5.3pp above the peer group median of +12.1%, which does not trigger the underperformance threshold of 35pp applicable to low-positive TSR, so no TSR flag applies; he holds one outside public board seat (Lincoln Electric), within the policy limit of two for sitting CEOs.
Collins joined the board in 2024, which is within the 24-month new-director exemption window, so she is exempt from the TSR trigger; she has strong financial and audit credentials as a former Deloitte audit partner and CPA; her three public board seats (OC, Deluxe, Albemarle) are within the four-seat policy limit for non-executive directors.
Cordeiro has served since 2019 and OC's 3-year TSR outperforms the peer median, so the TSR trigger does not fire; he holds two public board seats (OC, FMC), well within the four-seat limit; his CFO background at Cabot and Finance Committee chair role are highly relevant.
Elsner has served since 2018 and OC's 3-year TSR outperforms the peer median, eliminating any TSR concern; she holds one public board seat (OC); her CEO experience at multiple companies and designation as an audit committee financial expert are strong qualifications.
Festa has served since 2020 and OC's 3-year TSR outperforms the peer median, so the TSR trigger does not apply; he holds two public board seats (OC, NVR), within the limit; his extensive CEO and manufacturing industry experience is directly relevant.
Lonergan has served since 2013 as Lead Independent Director and OC's 3-year TSR outperforms the peer median, so the TSR trigger does not fire; he holds only OC as a public board seat; his CEO experience at multiple companies is highly relevant to his lead governance role.
Martin has served since 2021 and OC's 3-year TSR outperforms the peer median; he holds three public board seats (OC, Unisys, STERIS), within the four-seat limit; his deep IT and cybersecurity expertise is a strong fit given the company's digital strategy priorities.
Nimocks has served since 2012 and OC's 3-year TSR outperforms the peer median, so the TSR trigger does not apply; she holds two public board seats (OC, Brookfield Infrastructure), within policy limits, with Rockpoint Gas Storage (TSX-listed) as a third; her McKinsey strategy background and sustainability expertise are highly relevant.
Williams has served since 2011 and OC's 3-year TSR outperforms the peer median; he holds only OC as a public board seat; his long tenure as CEO of Domtar and manufacturing industry experience are directly applicable to OC's operations.
All nine director nominees receive a FOR recommendation. OC's 3-year TSR of +17.4% is +5.3 percentage points above the compensation peer group median of +12.1%, which is well below the 35-percentage-point underperformance threshold that would trigger a No vote under the low-positive TSR band. No directors are overboarded under policy limits, all attended at least 75% of meetings in 2025, all committee assignments respect independence requirements, and no familial relationships with management were disclosed. Michelle Collins, who joined in 2024, is additionally protected by the 24-month new-director exemption.
Say on Pay
✓ FORCEO
Brian D. Chambers
Total Comp
$12,151,925
Prior Support
89%%
CEO Brian Chambers received total compensation of approximately $12.2 million in 2025, which is within a reasonable range for a CEO of a large industrial company with $10.1 billion in revenue, and does not exceed the +20% individual benchmark threshold that would trigger a No vote. The pay structure is strongly performance-oriented — 90% of the CEO's target pay is variable and at-risk, with long-term equity making up 74% of target pay, well above the policy's 50-60% minimum for variable compensation. The pay-for-performance alignment check passes: OC's 3-year TSR of +17.4% is above the peer group median of +12.1%, annual incentives paid out at below-target levels (54% of target for the corporate component) reflecting genuinely weaker 2025 results, and the company's robust clawback policy meets Dodd-Frank requirements with an additional supplemental clawback for misconduct. Prior year Say on Pay support was 89%, well above the 70% threshold, and no structural changes were needed.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$9,451,000
Non-Audit Fees
$357,000
Non-audit fees (audit-related fees of $29,000 plus tax fees of $326,000 plus other fees of $2,000, totaling $357,000) represent approximately 3.8% of audit fees of $9,451,000, which is well below the 50% threshold that would raise independence concerns. PwC is a Big 4 firm appropriate for a company of OC's size and complexity. Auditor tenure was not disclosed in the proxy, so the tenure trigger cannot fire per policy — this is noted as a minor negative but does not warrant a No vote.
Overall Assessment
The 2026 Owens Corning annual meeting presents a clean ballot with no significant governance red flags: all nine director nominees pass the TSR, overboarding, attendance, and independence screens; PricewaterhouseCoopers passes the auditor independence fee test with non-audit fees at less than 4% of audit fees; and the executive compensation program earns a FOR recommendation based on a strongly variable pay structure, above-peer-median 3-year TSR, and below-target payouts in a year of weaker market conditions. No stockholder proposals were submitted for this meeting.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing