Edward Lonergan
Owens CorningAbout Edward F. Lonergan
Edward F. Lonergan, age 65, has served as an independent director of Owens Corning since 2013. He is Chair of the Compensation Committee, a member of the Governance and Nominating Committee, and a member of the Executive Committee; he will begin a two‑year term as Lead Independent Director immediately following the 2025 Annual Meeting. Lonergan’s background includes CEO and operating leadership roles across global consumer and industrial companies; he currently serves as Executive Chairman of Zep Inc. and as a Senior Advisor to New Mountain Capital. The Board has determined he is independent under NYSE standards and OC’s Director Qualification Standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Chiquita Brands International, Inc. | Chief Executive Officer | 2012–2015 (until privatization) | Led turnaround and privatization; extensive public company CEO experience |
| Diversey, Inc. | Chief Executive Officer | 2006–2011 (through sale) | Operational and strategic leadership in global manufacturing |
| Gillette | President, Europe | 2002–2006 (through sale) | Regional P&L leadership; cross‑border operations |
| Procter & Gamble | Various leadership roles | 1981–2002 | General management across customer development and emerging markets |
| DRB Systems, Inc. | Chairman | Until sale in 2021 | Private company board leadership through exit |
| The Schwan Food Company | Director | 2014–2019 (through sale) | Board service at major private company |
External Roles
| Organization | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| Zep Inc. | Executive Chairman | Since 2015 | Private industrial/consumer solutions company; not disclosed as a public company board |
| New Mountain Capital | Senior Advisor | Since 2017 | PE sponsor advisory role; Board reviews director‑affiliated transactions for independence determination |
| Summit Wash Holdings (NMC portfolio) | Director | Since 2022 | Portfolio company board (private) |
| Current public company boards | None | — | No current public company interlocks disclosed |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under OC’s Director Qualification Standards and NYSE listing standards |
| Committee assignments (2024) | Compensation (Chair), Governance & Nominating (Member), Executive (Member) |
| Lead Independent Director | Will serve a two‑year term beginning immediately following the Annual Meeting |
| Attendance | Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings. Independent directors held 5 executive sessions |
| Committee meeting cadence (2024) | Audit: 6; Finance: 4; Governance & Nominating: 5; Executive: not listed (“–”) |
| Overboarding policy | Employee directors ≤2 public boards; non‑employee directors ≤4 public boards; audit committee members ≤2 other audit committees (unless Board approves) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer | $280,000 | Non‑employee directors; paid in stock/cash per election (≥60% stock) |
| Compensation Committee Chair Retainer | $20,000 | Additional to Board retainer |
| Lead Independent Director Retainer | $35,000 | Not applicable to Lonergan in 2024; begins after 2025 Annual Meeting |
| Meeting Fees | $0 | No meeting fees paid |
| Perquisites | None | Non‑employee directors receive no perquisites |
| 2024 Cash Paid (Lonergan) | $0 | Elected 100% stock for 2024 |
| 2024 Stock Awards (Lonergan) | $300,000 (grant date fair value) | Equity component of director retainers |
| 2024 Total (Lonergan) | $300,000 | Cash + stock |
| Payment Frequency | Quarterly | Directors can defer stock beyond distribution date per annual election |
| Deferred Compensation Plan | Available for cash deferral; no Company match; options include fund indexed to OC stock |
Performance Compensation
| Metric Type | Applies to Non‑Employee Director Pay? | Evidence |
|---|---|---|
| Performance‑based annual bonus | No | Director pay is retainers (cash/stock); no meeting fees; no bonus framework disclosed |
| PSUs/Net‑performance targets | Not disclosed for director program | Director equity tied to retainers; not to performance metrics |
| Clawback policy | Company maintains clawback policy; not specific to director retainers | Governance highlights include clawback, anti‑hedging, anti‑pledging |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Private boards and roles | Zep Inc. (Exec Chairman), Summit Wash Holdings (Director) |
| Sponsor/PE affiliations | Senior Advisor, New Mountain Capital |
| Related‑party transactions with OC | None to report for fiscal year 2024; Audit Committee reviews/approves any related‑person transactions under Item 404 |
Expertise & Qualifications
- Global manufacturing and operations leadership; strategic and financial management across public companies and consumer/industrial sectors .
- Deep CEO and executive experience, including privatizations and sales of large businesses .
- Board leadership experience (Compensation Committee Chair since 2016; incoming Lead Independent Director) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 40,657 | Includes 38,557 deferred stock units distributable within 60 days |
| Deferred Stock Units (not currently voting) | 6,100 | No voting/investment power |
| RSUs | — | Not disclosed for Lonergan in table |
| Total (beneficial + DSUs + RSUs) | 46,757 | Sum per table |
| Ownership % of outstanding | <1% (based on 85,537,231 shares) | |
| Stock ownership guideline | 5x maximum cash retainer for directors; all directors >3 years tenure exceed guidelines (includes Lonergan) | |
| Anti‑hedging/anti‑pledging | Company policies prohibit hedging and pledging of OC stock |
Governance Assessment
- Strengths: Independent status; long tenure with sustained committee leadership; incoming Lead Independent Director role enhances independent oversight and board effectiveness; 100% stock election in 2024 indicates alignment; compliance with robust stock ownership guidelines and anti‑hedging/anti‑pledging policies.
- Compensation Committee leadership: Chairs committee overseeing CEO/NEO pay, engages independent consultant (Meridian) for benchmarking; contributes to disciplined pay governance.
- Engagement: Board met 8 times; directors ≥75% attendance; independent directors held 5 executive sessions; committees comprised entirely of independent directors (except Executive Committee).
- Conflicts/Related parties: No related‑party transactions reported for 2024; Board independence determinations include review of director‑affiliated entities (relevant given private‑equity advisory and private company roles).
RED FLAGS
- None disclosed: No related‑party transactions with OC in 2024; anti‑hedging/anti‑pledging and ownership guideline compliance reduce alignment risk. Continue monitoring for any transactions involving New Mountain Capital portfolio entities given advisory role.