oc-20260312

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant ☒			Filed by a Party Other Than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

Owens Corning

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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NOTICE OF ANNUAL MEETING OF

STOCKHOLDERS AND PROXY STATEMENT

Tuesday, April 14, 2026

9:00 a.m. Eastern Time

Virtual Meeting

webcast at www.virtualshareholdermeeting.com/OC2026

This Proxy Statement, the accompanying proxy card and our 2025 Annual Report will be made available on or about March 13, 2026 to stockholders of record as of February 17, 2026.

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HOW TO VOTE

Stockholders have a choice of voting on the 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 internet or by telephone, you do not need to return your proxy card.

VIRTUAL ANNUAL MEETING AND ADMISSION

We have decided to hold the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) virtually because hosting a virtual Annual Meeting enables greater stockholder attendance and participation from any location, 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 13, 2026, these proxy materials are being distributed to stockholders. Stockholders holding shares at the close of business on the record date of February 17, 2026 will be able to attend the Annual Meeting, vote, and submit questions in advance of the meeting by visiting www.virtualshareholdermeeting.com/OC2026. To participate in the Annual Meeting, you must have your sixteen-digit control number that is shown on your proxy card or 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 of Stockholders 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.

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OWENS CORNING

One Owens Corning Parkway

Toledo, Ohio 43659

Notice of Annual Meeting of Stockholders


TIME AND DATE:			9:00 a.m. Eastern Time on Tuesday, April 14, 2026

PLACE:			Virtual Annual Meeting webcast at www.virtualshareholdermeeting.com/OC2026

PURPOSE:			1.To elect the nine director nominees listed in the accompanying Proxy Statement. 2.To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026. 3.To approve, on an advisory basis, our named executive officer compensation. 4.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

RECORD DATE:			You can vote if you were a stockholder of record at the close of business on February 17, 2026.

ANNUAL REPORT:			Our Annual Report for the Fiscal Year Ended December 31, 2025 (“2025 Annual Report”) is enclosed with these materials as a separate booklet.

PROXY VOTING:			It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares on the internet, by telephone, or by completing and returning your proxy or voting instruction card. See details under the heading “How do I vote?” in the Questions and Answers About the Annual Meeting and Voting section.

			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD APRIL 14, 2026: The Notice of Annual Meeting of Stockholders, Proxy Statement and 2025 Annual Report are available at https://materials.proxyvote.com/690742 and https://investor.owenscorning.com/proxy.

By order of the Board of Directors,

Gina A. Beredo

Chief Administrative Officer and General Counsel

Toledo, Ohio

March 13, 2026

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TABLE OF CONTENTS


			Page

Company Overview			1
Proposal 1. Election of Directors			3
Election of D irectors			3
Director Qualifications, Skills and Experience			3
Board of Directors Skill Matrix			4
Director Biographical Information			5
Governance Information			14
Corporate Governance Practices and Highlights			14
Corporate Governance Guidelines			15
Board Leadership			15
Lead Independent Director			16
Board, Committee, and Chair and CEO Evaluation Process			16
Director Retirement and Refreshment			16
Director Onb oarding and Continuing Education			17
Risk Oversight			17
Oversight of Strategy			18
Oversight of Sustainability			18
Succession Planning			18
Stockholder Engagement			18
Communications with Directors			19
Director Qualification Standards			19
Director Independence			19
Executive Sessions of Directors			20
The Company’s Policies on Business Ethics and Conduct			20
Director Engagement			21
Committee Membership			22
The Audit Committee			23
The Compensation Committee			25
The Governance and Nominating Committee			26
The Finance Committee			27
The Executive Committee			27
Review, Approval or Ratification of Transactions with Related Persons			27
Beneficial Ownership of Shares			28
Security Ownership of Executive Officers and Directors			29
Compensation Discussion and Analysis			30
Compensation Committee Report			51
Named Executive Officer Compensation			52
2025 Summary Compensation Table			52
2025 Grants of Plan-Based Awards Table			54
Narrative to 2025 Summary Compensation Table and 2025 Grants of Plan-Based Awards Table			56
CEO Pay Ratio			57
Pay Versus Performance			58
Outstanding Equity Awards at 2025 Fiscal Year-End Table			61
2025 Option Exercises and Stock Vested Table			62
2025 Pension Benefits Table			62
2025 Nonqualified Deferred Compensation Table			64
Potential Payments Upon Termination or Change-in-Control			65
202 5 Non-Management Director Compensation			67
Equity Compensation Plan Information			69
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm			70
Proposal 3. Approval, on an Advisory Basis, of Our Named Executive Officer Compensation			71
Delinquent Section 16(a) Reports			72
Requirements, Including Deadlines, for Submission of Proxy Proposals, Nomination of Directors and Other Business of Stockholders			72
Questions and Answers About the Annual Meeting and Voting			73

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COMPANY OVERVIEW

Owens Corning (the “Company,” “we,” “us,” or “our”), a Delaware corporation, is a building products leader committed to building a sustainable future through material innovation. Our products provide durable, sustainable, and energy-efficient solutions that leverage our unique capabilities and market-leading positions to help our customers win and grow.

The Company has a focused geographic footprint in North America and Europe and includes approximately 25,000 employees generating value for our customers and dedicated to making a difference in the communities where they work and live. Founded in 1938 and based in Toledo, Ohio, Owens Corning posted net sales in 2025 of $10.1 billion.1

Three Market-Leading Businesses

Our roofing products and systems enhance curb appeal and protect people’s homes. Our insulation products conserve energy and improve acoustics, fire resistance, and air quality in the spaces where people live, work, and play. Our doors and door systems provide comfort, safety, and style for the interior and exterior of homes. In short, our innovative products and sustainable solutions deliver a material difference to customers and, ultimately, make the world a better place.

ROOFING

INSULATION

DOORS

$4.4B (43% of sales)

$3.7B (36% of sales)

$2.1B (21% of sales)

1 Effective January 1, 2025, we reorganized our reportable segments to align to our new operating and management structure. Net sales are from continuing operations only. Consolidated net sales eliminate intercompany net sales between reportable segments.

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The New Owens Corning: Built to Outperform

The strategic choices and structural improvements we have made over the past several years have created a new Owens Corning – a more focused, resilient company that is built to outperform. In May 2025, we hosted an Investor Day that highlighted the Company’s ability to drive growth and value creation through its updated enterprise strategy:

This enterprise strategy focuses on three priorities: strengthening our market leading positions; leveraging our enterprise scale and capabilities; and extending our product offering in existing businesses. We believe the new Owens Corning is well positioned to generate significant value for our customers and stockholders and deliver on our long-term financial targets.

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PROPOSAL 1

ELECTION OF DIRECTORS

Currently, the Board of Directors (the “Board”) of the Company consists of ten directors whose terms expire at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Our Board has nominated nine of the current directors for re-election at the Annual Meeting. One of our current directors, Maryann T. Mannen, advised the Board she will not stand for re-election at the Annual Meeting and, therefore, her term will end at the Annual Meeting. We thank Ms. Mannen for her years of dedicated service and wish her continued success in the future.

DIRECTOR QUALIFICATIONS, SKILLS AND EXPERIENCE

Our director nominees are selected on the basis of, among other things, understanding the Company’s business environment, willingness to devote adequate time and efforts to Board responsibilities, ability to make independent analytical inquiries, and professional and personal diversity of, among other things, experience, knowledge, skills, and expertise. Nominees for director should demonstrate mature judgment, acumen, character, and integrity. The Board believes that each of the current directors and nominees for director exhibit these characteristics.

Our director nominees have experience in various roles, and they include current and former Chief Executive Officers, Chief Financial Officers, consultants, 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.

In addition, we believe that a range of director tenures allows the Company to benefit from a balance of fresh perspectives and deep experience, longstanding Company knowledge and valuable insight. Therefore, we aim to maintain an appropriate balance of tenure among our directors. The average tenure of our independent director nominees will be 8.4 years as of the date of the Annual Meeting.

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BOARD OF DIRECTORS SKILLS MATRIX

Our director nominees’ skills, core competencies and attributes complement each other and facilitate their effective oversight of the Company’s business and strategic objectives.

The Board of Directors Skills Matrix (“Skills Matrix”) below identifies the principal skills that the Governance and Nominating Committee and the Board considered in determining that these individuals are qualified to serve as directors of the Company. The Skills Matrix is intended to depict notable areas of expertise for each director; a director may possess a qualification or skill even if it is not marked. Directors have developed competencies in these skills through education, direct experience and oversight responsibilities. The information presented below is based on voluntary self-identification responses from each director. While the Skills Matrix is useful for determining the collective skills of the Board as a whole, it is not a comparative measure of the value of directors; a director with more focused experience could nonetheless contribute broadly and effectively.

The biographies of our directors include more information about our directors’ relevant skills, experience and qualifications.

Brian
Chambers*

Michelle
Collins

Eduardo
Cordeiro

Adrienne
Elsner*

Alfred
Festa*

Edward
Lonergan*

Paul
Martin

Suzanne
Nimocks

John
Williams*

Public Company Management

Strategy / Corporate Development

Business Transformation Leadership

Financial

Technology / Cybersecurity

Research & Development / Product Innovation

Global Business

Manufacturing / Operations

Marketing / Sales

Sustainability Management

Public Policy / Regulatory

Human Capital Management

* Current or previous experience as a Chief Executive Officer.

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THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH DIRECTOR NOMINEE NAMED IN PROPOSAL 1.

Nominees for Election as Directors for a Term Expiring at the 2027 Annual Meeting of Stockholders


BRIAN D. CHAMBERS Board Chair & Director Age: 59 Director since: 2019 Committee Membership(s): •Executive (Chair) Other Public Boards: •Lincoln Electric Holdings, Inc. (Nasdaq: LECO)						Career Highlights Mr. Chambers is Board Chair, President, and Chief Executive Officer of the Company. He was appointed Chief Executive Officer in 2019 and elected Board Chair in 2020. He previously served in several senior leadership roles at the Company, including President and Chief Operating Officer from 2018 to 2019, President of the Roofing business from 2014 to 2018, Vice President and General Manager of Roofing from 2013 to 2014, and Vice President and General Manager of the Composites business from 2011 to 2013. In total, Mr. Chambers has over 20 years of global business and leadership experience with the Company. He also previously held several commercial and operational roles at Saint-Gobain, Honeywell, and BOC Gases. Since February 2022, Mr. Chambers has served on the Board of Directors of Lincoln Electric Holdings, Inc., a world leader of engineering, design, and manufacturing of advanced arc welding solutions, automated joining, assembly and cutting systems, plasma and oxy-fuel cutting equipment, and is a member of its Audit and Finance Committees. His experience serving on a publicly traded company board provides him with additional global business perspective and further deepens his leadership and strategic skills. Mr. Chambers also serves on the board of directors for the National Association of Manufacturers and is on the executive committees of the Ohio Business Roundtable and the Policy Advisory Board of the Joint Center for Housing Studies of Harvard University. He served as a member of the Business Roundtable until December 2025. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Chambers brings to the Board a thorough understanding and extensive knowledge of the Company’s people, products, and markets worldwide gained through his key leadership positions in the Company. In these roles, especially as the current Chief Executive Officer and Board Chair of the Company, he plays an integral role in developing the Company’s strategies, which have helped to provide the foundation for the current direction of the Company. Mr. Chambers possesses a significant understanding of, and experience with, complex operations as well as company-specific customer expertise that drive the Company toward achievement of its expansion and growth goals. This industry-specific experience and breadth of knowledge enable him to provide the Board with a unique, invaluable perspective. In addition, Mr. Chambers’ extraordinary leadership qualities as well as the ability to identify and develop those qualities in others facilitate the Company’s strategic growth execution.

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MICHELLE T. COLLINS Director Age: 64 Director since: 2024 Committee Membership(s): •Audit •Finance Other Public Boards: •Deluxe Corporation (NYSE: DLX) •Albemarle Corporation (NYSE: ALB)						Career Highlights Ms. Collins served as an audit partner at Deloitte & Touche LLP, a major global accounting firm, from 1996 until her retirement in 2024. She also served as the National Automotive Sector Leader at Deloitte. From 2017 until 2023, Ms. Collins served on Deloitte’s U.S. Board of Directors, where she served as Vice Chair of the Board and chaired the Finance and Audit Committee and the Governance Committee. Ms. Collins has served on the Board of Directors of Deluxe Corporation, a leading financial services technology company, since August 2025, and is a member of its Audit and Finance Committee and Compensation and Talent Committee. She has served on the Board of Directors of Albemarle Corporation, a global specialty chemicals company, since February 2026, and is a member of its Audit and Finance Committee and Governance and Public Policy Committee. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Collins brings a wealth of leadership experience to the Board, honed over 40 years of distinguished service in audit and advisory roles at Deloitte. During her tenure, she served as the lead engagement partner and lead audit partner for major global companies in the automotive, manufacturing, and consumer industries. In her former role as an audit partner, Ms. Collins provided invaluable guidance to board audit committees on critical issues, such as financial accounting and reporting, business disruption and transformation, mergers and acquisitions, technology advancement, enterprise risk management, and compliance with audit reporting rules and regulations. Her exemplary track record in strategic financial and risk management oversight, coupled with her commitment to regulatory compliance, is crucial as the Company executes on its growth strategy and enterprise transformation. Ms. Collins' deep financial expertise and robust knowledge of accounting systems and controls enable her to provide the Board and management with rigorous oversight of the Company’s financial operations. Through Ms. Collins’ numerous leadership positions at Deloitte, she led businesses and she was instrumental in developing and implementing strategic communication plans, supported the digitization and automation of the audit process and created services related to finance transformation. As the Company focuses on sustaining strong financial performance and accelerating the use of advanced digital tools and analytics to enhance efficiency, support customer growth and engagement, and strengthen market leadership, Ms. Collins’ extensive experience and strategic insights will be invaluable in creating value for customers and stockholders. Ms. Collins’ extensive knowledge of accounting and experience as a Certified Public Accountant and senior audit partner at Deloitte led to her designation as an “audit committee financial expert.”

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EDUARDO E. CORDEIRO Director Age: 58 Director since: 2019 Committee Membership(s): •Compensation •Finance (Chair) •Executive Other Public Boards: •FMC Corporation (NYSE: FMC)						Career Highlights Mr. Cordeiro served as Executive Vice President, Chief Financial Officer at Cabot Corporation, a global specialty chemicals and performance materials company, from 2009 to 2018 and as President of the Americas region from 2014 to 2018. During his 20-year tenure at Cabot, he held several corporate, business, and executive management positions, including Vice President of Corporate Strategy and General Manager of its Fumed Metal Oxides and Supermetals businesses. Prior to his career at Cabot, Mr. Cordeiro was a consultant with The Boston Consulting Group and a founding partner of The Economics Resource Group. He has also served on the Board of Directors of FMC Corporation, a public multinational company serving agricultural, industrial, and consumer markets, since 2011 where he served as Audit Committee chair from 2014 to 2025 and will begin serving as Lead Director in 2026. He has served on the Board of Directors for Indicor, LLC, a privately held global, diversified industrial solutions company, since 2023. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Through Mr. Cordeiro’s broad range of corporate, business, and executive management roles at Cabot and The Boston Consulting Group, he gained significant corporate strategic operations expertise that allows him to provide the Board with a meaningful perspective on the Company’s operations and strategy. His experience in a complex global industrial business focused on chemicals and specialty materials complements the Company’s strategic priority to extend product offerings in existing businesses. Mr. Cordeiro’s extensive financial expertise and significant knowledge of capital markets, accounting systems, and controls, gained during his 20-year career at Cabot, including his role as Chief Financial Officer, enable him to provide the Board with a meaningful perspective on the Company’s growth strategy and capital deployment. His experience is particularly valuable as the Company continues a disciplined capital allocation approach focused on products and applications where it can build market-leading positions. His financial background is especially insightful in his role as Chair of the Finance Committee. Additionally, Mr. Cordeiro’s experience from serving as director and chair of the Audit Committee for FMC Corporation augments the risk management and financial reporting knowledge of the Board.

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ADRIENNE D. ELSNER Director Age: 63 Director since: 2018 Committee Membership(s): •Audit •Finance Other Public Boards: •None						Career Highlights Ms. Elsner served as Chief Executive Officer of Benson Hill, Inc., an agricultural technology company, from October 2023 to March 2025, and Interim Chief Executive Officer from June 2023 to October 2023. Ms. Elsner served on the Board of Directors of Benson Hill, Inc. from May 2019 to May 2025. Prior to that, she served as President, Chief Executive Officer, and a director of Charlotte’s Web Holdings, Inc., a leader in hemp-derived CBD extract products, from 2019 to 2021. From 2015 to 2018, she served as President, U.S. Snacks, Kellogg Company, a manufacturer and marketer of convenience foods. From 1992 to 2015, Ms. Elsner served in several increasingly senior positions, including Executive Vice President, Chief Marketing Officer with Kraft Foods, Inc., a multinational confectionery, food and beverage conglomerate. Ms. Elsner has also served on the Board of Directors of the Ad Council. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Elsner’s previous experience as the Chief Executive Officer of each of Benson Hill and Charlotte’s Web provides the Board with diverse perspectives on strategy and growth across a range of industries. Through her broad range of leadership positions at Kellogg Company and Kraft Foods, especially as Chief Marketing Officer, Ms. Elsner gained significant knowledge of global markets and operations, and extensive sales, strategy, product innovation in domestic and international markets, and branding. This breadth of experience, as well as her unique appreciation of customers, enables her to provide the Board with a valuable perspective as the Company focuses on products and applications where it can strengthen market-leading positions and drive long-term value creation through its iconic brand. Ms. Elsner’s broad financial and operating experience as a Chief Executive Officer of public companies and leading sizable domestic and international business units of large public companies provides valuable insight for the Company’s global operations. Her leadership roles at Benson Hill, Charlotte’s Web, Kellogg Company, and Kraft Foods enable Ms. Elsner to provide unique and valuable contributions to the Board in the areas of global management and business strategy. Ms. Elsner’s extensive experience overseeing financial processes and understanding of finance led to her designation as an “audit committee financial expert.”

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ALFRED E. FESTA Director Age: 66 Director since: 2020 Committee Membership(s): •Compensation (Chair) •Governance and Nominating •Executive Other Public Boards: •NVR, Inc. (NYSE: NVR)						Career Highlights Mr. Festa served as an Operating Advisor at Clayton, Dubilier & Rice, a global private equity firm with a broad portfolio, from 2020 to 2024. He served as Chairman and Chief Executive Officer of W.R. Grace & Co., a leading global producer of specialty chemicals and materials, from 2008 to 2018, and non-executive Chairman from 2018 to 2019. He joined W.R. Grace as President and Chief Operating Officer in 2003 and assumed the role of Chief Executive Officer in 2005. Previously, Mr. Festa served in senior leadership positions at Morgenthaler Private Equity Partners and AlliedSignal (now Honeywell). He began his career at General Electric, where he spent 12 years in financial management positions. He also serves on the Board of Directors of NVR, Inc., a public homebuilding company, since 2008, and serves on its Audit and Nominating and Corporate Governance Committees. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Festa developed an in-depth understanding of materials manufacturing, brand marketing, and financial expertise through his many leadership positions at a leading global producer of specialty chemicals and materials. This expertise and his extensive management experience provide the Board with a valuable, independent perspective on the Company’s global manufacturing operations. As a former top executive of a public company, Mr. Festa’s global operating experience, particularly related to mergers and acquisitions, strong financial background, and proven leadership capabilities are especially important to the Board’s consideration of the Company’s strategic priorities to leverage its enterprise scale and capabilities, as well as extend its product offerings in existing businesses. Mr. Festa’s public company board experience at a homebuilding company allows him to contribute to the Company’s strategy and provide a voice of the customer. In addition, his experience from serving as a director and member of the Audit Committee and Nominating and Corporate Governance Committee of NVR helps support the Company’s goals of strong Board governance and business ethics.

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EDWARD F. LONERGAN Lead Independent Director Age: 66 Director since: 2013 Committee Membership(s): •Governance and Nominating (Chair) •Executive Other Public Boards: •None						Career Highlights Mr. Lonergan served as Executive Chairman of Zep Inc., an international provider of maintenance and cleaning solutions to the commercial, industrial, institutional, and consumer markets, from 2015 to June 2025. Prior to joining Zep Inc., Mr. Lonergan served as Chief Executive Officer of Chiquita Brands International, Inc. from 2012 until the privatization of the company in 2015. He served as Chief Executive Officer of Diversey, Inc. from 2006 through the sale of the company in 2011. Prior to Diversey, Mr. Lonergan served as President, Europe for Gillette from 2002 through its sale in 2006. Between 1981 and 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 was Chairman of DRB Systems, Inc. until its sale in 2021 and was a member of the Board of Directors of The Schwan Food Company from 2014 through its sale in 2019. He has served as a Senior Advisor at New Mountain Capital (“NMC”), a private equity company, since 2017, and served on the Board of Directors of NMC portfolio company Summit Wash Holdings since 2022. He has also served on the Board of Directors of Bar Keepers Friend, Inc., a trusted brand of highly effective household cleaning products, since August 2025. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board As the former Executive Chairman of Zep, Inc. and former Chief Executive Officer of Chiquita Brands International and Diversey, Mr. Lonergan’s executive experience and management and operation skills provide valuable knowledge to the Board related to the Company’s business operations and associated risks, both domestic and international. His extensive, executive-level financial and strategic experience with several publicly traded companies provides valuable insights for the Board, which is essential to the Company’s growth strategy, and empowers effective leadership in his capacity as Lead Independent Director. As the Company looks to leverage its enterprise scale for future growth and extend its product offerings in existing businesses that utilize market and manufacturing expertise, the Board leverages Mr. Lonergan’s extensive knowledge of global manufacturing and strong strategic and financial management expertise, as well as his keen understanding of both the business to business and consumer products industries.

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PAUL E. MARTIN Director Age: 68 Director since: 2021 Committee Membership(s): •Audit •Finance Other Public Boards: •Unisys Corporation (NYSE: UIS) •STERIS plc (NYSE: STE)						Career Highlights Mr. Martin served as Senior Vice President and Chief Information Officer for Baxter International Inc., a multinational health care company, from 2011 to 2020. Prior to Baxter, Mr. Martin served as Global Chief Information Officer from 2004 to 2011 at Rexam plc, a consumer packaging manufacturing company based in the U.K., where he also held several key senior management positions from 1999 to 2004, including head of information technology for American National Can Group Inc. (acquired by Rexam). Prior to his career at Rexam, Mr. Martin held information technology leadership positions at the CIT Group Inc., BNSF Railway Company, and Frito-Lay, Inc. Since 2017, Mr. Martin has served on the Board of Directors of Unisys Corporation, a publicly traded global information technology company, and is currently a member of its Compensation and Human Resources Committee, as well as the Chair of the Security and Risk Committee. In 2021, Mr. Martin joined the Board of Directors of STERIS plc, a leading provider of infection prevention and other procedural products and services, and is a member of the Audit Committee and Compensation and Organization Development Committee. He also served on the Board of Directors of Ping Identity Holding Corp., a provider of federated identity management and self-hosted identity access management solutions to web identities and single sign-on solutions, from 2021 until its sale in 2022. Mr. Martin received the 2020 Chicago CIO of the Year Leadership ORBIE Award. In 2017, he was selected to the CIO Hall of Fame by CIO Magazine for IT innovation and business leadership and was recognized in Black Enterprise’s 2017 Most Powerful Executives in Corporate America. In 2014, Mr. Martin was listed among the “100 Diverse Corporate Leaders in STEM” by STEMconnector and has been recognized as a Business Leader of Color by Chicago United. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Martin has extensive management experience across the information technology and cybersecurity industries, which uniquely positions him to significantly contribute to the Board’s oversight of the Company’s cybersecurity framework, management of information security risks, and its information security training program. Mr. Martin’s vast digital strategy knowledge helps enable the Board to assist the Company in achieving its commitment to accelerate the use of advanced digital tools and analytics to enhance efficiency, support customer growth and engagement, and strengthen market leadership. He also provides valuable insight to the Audit Committee and the Board on information systems, and he strengthens the Board’s oversight of cybersecurity risks. In addition, the Board benefits from Mr. Martin’s international business experience, which includes employment in leadership positions for several global businesses, as well as service at a foreign location on an assignment abroad.

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SUZANNE P. NIMOCKS Director Age: 67 Director since: 2012 Committee Membership(s): •Compensation •Governance and Nominating Other Public Boards: •Brookfield Infrastructure Partners (NYSE: BIP) •Rockpoint Gas Storage, Inc. (TSX: RGSI)						Career Highlights Ms. Nimocks was a Senior Partner with McKinsey & Company, a global management consulting firm, from June 1999 to July 2010, and was with the firm in various capacities since 1989, including as a leader of the firm’s Global Organization, Risk Management, and Oil and Gas Electric Power and Renewables practices. Ms. Nimocks served on several of the firm’s worldwide personnel committees and formerly served as the Houston Office Managing Partner. Ms. Nimocks has a variety of board leadership experience across industries and geographies. Since August 2022, she has served on the Board of Directors of Brookfield Infrastructure Partners, a global infrastructure company that owns and operates high-quality, long-life assets in the utilities, transport, energy, and data center sectors. She serves on the Board of Directors of Rockpoint Gas Storage Inc., a publicly traded operator of natural gas storage facilities in North America, since October 2025. Ms. Nimocks also currently serves on the Global Advisory Board for Advancing With Excellence and is a Trustee for Texas Children’s Hospital. She served on the Board of Directors of Ovintiv, Inc., a leading North American hydrocarbon exploration and production company, from 2010 to May 2025, where she chaired the Corporate Responsibility and Governance Committee and the Human Resources and Compensation Committee, and was a member of the Audit Committee. Beginning in 2010 and until 2021, Ms. Nimocks served as a director and chaired the Compensation Committee at Valaris plc, an offshore drilling company, and chaired the Environment Health and Safety Committee and Compensation Committee at its predecessor, Rowan Drilling Companies. She also served on the Board of Directors of ArcelorMittal, one of the world’s leading steel and mining companies, from 2011 to 2022, where she was a member of its Appointments, Remuneration, Corporate Governance and Sustainability Committee. Ms. Nimocks also formerly chaired the Environmental Committee of the Greater Houston Partnership. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Ms. Nimocks brings a wealth of strategic consulting and corporate development experience to the Board that benefits the Company as it prioritizes extending its product offerings in existing businesses that utilize the Company’s unique commercial, operational, and innovation capabilities. She is also skilled in identifying, managing, and mitigating corporate risks and driving value creation through the deployment and scaling of leading technology. She gained significant knowledge from specializing in global management consulting and the energy sector. Her experience with renewable energy guides the Board’s commitment to sourcing 100% renewable electricity by 2030 with the goal to fully decarbonize in the future. She is involved in numerous organizations and initiatives in support of environmental and social issues, which directly ties to the Company’s mission of building a sustainable future through material innovation. Ms. Nimocks has also led sustainability projects. She counsels the Board in its oversight of the Company’s sustainability and circular economy initiatives. Her service and leadership positions on other public company boards and experience as the Company’s former Lead Independent Director strengthens the Company’s governance principles and provides a unique perspective to its strategic initiatives and sustainability growth strategies.

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JOHN D. WILLIAMS Director Age: 71 Director since: 2011 Committee Membership(s): •Compensation •Finance Other Public Boards: •None						Career Highlights Mr. Williams served as President and Chief Executive Officer of Domtar Corporation, a manufacturer of fiber-based products including communication papers, specialty and packaging papers and absorbent hygiene products, from 2009 until June 2023, and the Non-Executive Chairman from June 2023 until March 2026. Mr. Williams continues to serve as an advisor for Domtar’s leadership. He also served as a member of Domtar’s Board of Directors until Domtar’s sale in 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. From 2005 to 2008, he served as President of SCA Packaging Europe, and as regional managing director for its U.K. and Ireland operations from 2000 to 2005. Prior to joining SCA Packaging, Mr. Williams held several increasingly senior positions in sales, marketing, management, and operations with Rexam plc Packaging Resources, Inc., Huhtamaki, Alberto Culver (U.K.) Ltd., and MARS Group. Key Qualifications, Experience, Skills, and Expertise Contributed to the Board Mr. Williams brings to the Board significant leadership experience from his former role as President and Chief Executive Officer of Domtar and previously as a senior executive in the European packaging industry. He developed 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 improve its operating efficiencies and cost position. 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, operations, sales, and marketing also enables him to provide the Board with a valuable perspective on the Company’s strategic priorities of strengthening its market leading positions and extending its product offerings in existing businesses.

RECOMMENDATION REGARDING PROPOSAL 1:



ü						The Board of Directors recommends that you vote "FOR" each Director Nominee.

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GOVERNANCE INFORMATION

CORPORATE GOVERNANCE PRACTICES AND HIGHLIGHTS

Board Structure

•90% of the current directors are independent

•100% independent 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

90%

of the current directors are INDEPENDENT


Board Composition and Refreshment

•Annual Board and Committee self-evaluation process (through written assessments and interviews with the Lead Independent Director) •Overboarding policy for directors to limit membership on publicly traded company boards (including service on the Company’s Board, subject to Board review) •Employee Directors: No more than two publicly traded company boards •Non-Employee Directors: No more than four publicly traded company boards •Audit Committee members: No more than two other publicly traded company audit committees •Mandatory director retirement age of 73						Active Board REFRESHMENT


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						Robust stockholder OUTREACH PROGRAM


Policies and Practices

•Clawback, insider trading and anti-hedging, and anti-pledging policies •Robust stock ownership guidelines: •Directors: 5x maximum annual cash retainer •CEO: 6x base salary •Other named executive officers: 3x base salary •Global Code of Conduct for employees, officers, and directors						Clawback, insider trading and anti-hedging, and anti-pledging POLICIES

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CORPORATE GOVERNANCE GUIDELINES

Our Board has adopted Corporate Governance Guidelines that, in conjunction with our Amended and Restated Certificate of Incorporation, Fourth Amended and Restated Bylaws (“Bylaws”), and Board committee charters, form the framework for our corporate governance. The Governance and Nominating Committee reviews the Corporate Governance Guidelines annually 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 Corporate Secretary of the Company.

BOARD LEADERSHIP

The Board has the auth

SEC Form DEF 14A filed by Owens Corning Inc