Eduardo Cordeiro - Director | Owens Corning (OC) Executive Profile & Compensation

About Eduardo E. Cordeiro

Independent director of Owens Corning since 2019; age 57. Former EVP & CFO of Cabot Corporation (2009–2018) and President, Americas (2014–2018), with prior roles in corporate strategy and business unit general management; early career at The Boston Consulting Group and as a founding partner of The Economics Resource Group. Chairs Owens Corning’s Finance Committee, serves on the Compensation Committee and Executive Committee; also serves on FMC Corporation’s board (Audit Chair since 2014), bringing deep financial, capital markets, and specialty materials sector expertise to OC’s capital allocation and risk oversight .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cabot Corporation	Executive Vice President, Chief Financial Officer	2009–2018	Led capital markets, accounting systems/controls; complements OC’s disciplined capital allocation .
Cabot Corporation	President, Americas	2014–2018	Operational leadership in complex global industrials; supports OC’s adjacencies strategy .
Cabot Corporation	VP Corporate Strategy; GM (Fumed Metal Oxides & Supermetals)	Various (within 20-year tenure)	Corporate strategy and specialty materials P&L experience .
The Boston Consulting Group	Consultant	Prior to Cabot	Strategic operations expertise .
The Economics Resource Group	Founding Partner	Prior to Cabot	Economic analysis and strategic advisory background .

External Roles

Organization	Role	Tenure	Committee Positions
FMC Corporation (NYSE: FMC)	Director	Since 2011	Audit Committee Chair since 2014 .

Board Governance

Committee assignments (2024): Finance (Chair), Compensation (member), Executive (member) .
Independence: Board determined Cordeiro is independent under NYSE standards; 90% of OC’s nominees are independent; all standing committees other than Executive are fully independent .
Attendance: In 2024 the Board met 8 times; each director attended at least 75% of board and committee meetings on which they served. Committee meeting counts: Audit (8), Compensation (6), Finance (4), Governance & Nominating (5) .
Overboarding policy: Non-employee directors limited to four public company boards; Audit Committee members limited to two other public company audit committees. Cordeiro’s external audit chair role at FMC is within policy .

Committee	Role	2024 Meetings
Finance	Chair	4
Compensation	Member	6
Executive	Member	— (acts between meetings)

Fixed Compensation (Non-Employee Director – 2024)

Component	Amount (USD)
Cash Fees Earned/Paid	$118,000
Stock Awards (grant-date fair value)	$177,000
Total	$295,000
Structure reference	Standard annual Board retainer $280,000; Finance Chair retainer $15,000; minimum 60% stock election; no meeting fees or perquisites for directors .

Performance Compensation

Non-employee directors do not receive performance-based cash bonuses or PSUs; compensation is a mix of cash and time-based equity retainer (minimum 60% stock), aligned to shareholder interests via stock ownership guidelines .
Clawbacks, anti-hedging, anti-pledging policies in place (company-wide) reinforce governance discipline for incentive-linked compensation across OC, though directors’ pay itself is not performance-conditioned .

Other Directorships & Interlocks

Company	Sector Overlap with OC	Interlock/Committee	Potential Conflict Notes
FMC Corporation	Specialty chemicals; adjacent materials knowledge beneficial	Audit Chair	OC disclosed no related-person transactions in 2024; Audit Committee reviews any such transactions under Item 404 policy .

Expertise & Qualifications

Financial, capital markets, and controls expertise from CFO tenure; strategic operations across specialty materials and chemicals .
Finance Committee leadership at OC, Audit Chair experience at FMC augments Board’s risk management and financial reporting oversight .
Skills matrix categories cited for nominees include financial and strategy/corporate development proficiency, consistent with his background (Board-wide) .

Equity Ownership

Metric	Value
Beneficial Ownership (Common Stock)	12,322 shares (includes certain DSUs deliverable within 60 days) .
Deferred Stock Units (not deliverable within 60 days)	1,106 units .
Total Reported (Beneficial + DSUs/Deferred)	13,428 .
Shares Outstanding (record date)	85,537,231 .
Ownership as % of Outstanding	~0.016% (13,428 / 85,537,231) .
Stock Ownership Guidelines (Directors)	5x maximum annual cash retainer; for OC’s $280,000 cash retainer → $1.4M guideline .
Compliance with Guidelines	All outside directors with >3 years tenure meet/exceed guidelines (Cordeiro qualifies; director since 2019) .
Hedging/Pledging	Prohibited under Insider Trading Policy (no pledges permitted) .

Governance Assessment

Board effectiveness: Cordeiro’s Finance Chair role strengthens oversight of capital structure, M&A, and strategic financing; his Compensation Committee service supports pay governance rigor alongside Meridian Compensation Partners as independent advisor to the committee .
Independence & engagement: Independent status, service across key committees, and at least 75% attendance in a year with robust meeting cadence signal active governance participation .
Alignment: Director pay mix (60%+ stock) and stringent ownership guidelines (5x cash retainer) align with shareholders; anti-hedging/pledging policies and comprehensive clawbacks enhance investor confidence .
Conflicts/Related-party exposure: Company reports no related-person transactions for FY2024; formal review/approval mechanisms via Audit Committee and Directors’ Code reduce conflict risk .
RED FLAGS: None disclosed specific to Cordeiro. Overboarding risk appears low relative to OC policy (OC board + FMC board; audit leadership at FMC within audit committee limits) .
Shareholder sentiment context: 2024 Say-on-Pay passed with >87% approval, indicating broad support for OC’s pay and governance framework (useful backdrop for Compensation Committee oversight where Cordeiro serves) .