Alfred Festa

About Alfred E. Festa

Independent director of Owens Corning since 2020; age 65. Former Chairman and CEO of W.R. Grace & Co. (CEO 2008–2018; non‑executive Chair 2018–2019), with prior senior roles at Morgenthaler Private Equity Partners and AlliedSignal (now Honeywell), and 12 years in financial management at General Electric. Currently an Operating Advisor at Clayton, Dubilier & Rice (since 2020) and a director of NVR, Inc. (since 2008). Brings deep materials manufacturing, finance, and M&A expertise aligned with OC’s portfolio strategy.

Past Roles

External Roles

Board Governance

• Independence: The Board determined Mr. Festa is independent under NYSE and company standards; all Audit, Compensation, Finance, and Governance & Nominating committees are fully independent .
• Committee assignments (2024): Compensation Committee (member); Finance Committee (member) .
• Attendance: In 2024 the Board met 8 times; all directors attended at least 75% of Board/committee meetings. In 2023 each director attended all regularly scheduled meetings (Board met 8 times) .
• Executive sessions: Non‑management directors met in executive session five times in 2024 .
• Overboarding policy: Non‑employee directors may serve on no more than four public company boards (including OC). Audit Committee members may serve on no more than two other public company audit committees unless the Board approves. Mr. Festa’s current external public board service (NVR) is within policy limits .

Fixed Compensation

Director compensation is an annual retainer (no meeting fees) paid in a mix of cash and stock (minimum 60% stock), with additional chair/lead retainers where applicable. 2024 Board retainer was $280,000; 2023 retainer was $260,000. Retainers are paid quarterly; stock may be deferred under the Director Deferred Compensation Plan .

Notes:

• 2024 chair/lead retainers (if applicable): Audit Chair $25,000; Compensation Chair $20,000; Governance & Nominating Chair $15,000; Finance Chair $15,000; Lead Independent Director $35,000. Mr. Festa did not hold chair/lead roles in 2024 .

Performance Compensation

Not applicable for non‑employee directors. OC does not disclose performance‑based pay for directors; compensation is via annual retainer in cash and stock (≥60% stock) with optional deferral; no meeting fees .

Other Directorships & Interlocks

Expertise & Qualifications

• Materials manufacturing and operations leadership from W.R. Grace (global specialty materials) .
• Financial expertise and capital markets experience; prior GE finance tenure and public company CEO/Chair background .
• M&A and strategic portfolio transformation experience; relevant as OC integrates Doors (Masonite) and pursues adjacencies .

Equity Ownership

Additional alignment policies:

• Ownership guideline: Directors must hold ≥5× maximum annual cash retainer; directors must meet within five years and hold all stock (net of taxes) until met .
• Compliance: “All outside directors with more than three years of tenure” (which includes Mr. Festa) hold stock in excess of the guideline .
• Hedging/pledging: Company prohibits hedging and pledging of OC stock; robust clawback policy in place (companywide) .

Insider Trades (Form 4)

Recent reported transactions (non‑employee director awards):

Source: Form 4 feed; type codes per SEC (A = award/grant).

Governance Assessment

Strengths

• Independent director with directly relevant manufacturing, finance, and M&A expertise; sits on Compensation and Finance Committees that oversee pay design, capital structure, and transactions .
• Strong ownership alignment: minimum 60% stock in director pay; formal 5× retainer ownership guideline; anti‑hedging/anti‑pledging policies; directors with >3 years (including Festa) exceed guidelines .
• Board processes and oversight: annual majority voting with resignation policy, independent committees, regular executive sessions, and no related‑party transactions disclosed in 2024/2023 .

Watchpoints

• External board at NVR creates an industry adjacency (homebuilding) that could be a large customer segment; no related‑party transactions disclosed, but investors may monitor for potential perceived interlocks. Current roles remain within OC’s overboarding limits .
• As a Compensation Committee member, accountability for ongoing pay‑for‑performance remains high; Say‑on‑Pay approval was 87% in 2024, supportive but short of top decile, warranting continued engagement rigor .