John Williams
Owens CorningAbout John D. Williams
John D. Williams, age 70, is an independent director of Owens Corning and has served on the Board since 2011. He is the former President and CEO of Domtar Corporation (2009–June 2023) and previously held senior leadership roles across the European packaging industry; he brings deep experience in manufacturing, supply chain, quality, and global operations. He currently serves as Non‑Executive Chairman of the Domtar group of companies and as director and Non‑Executive Chair of Form Technologies, Inc. (private). The Board identifies his core credentials as leadership of complex manufacturing businesses, operating efficiency, and sustainability oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Domtar Corporation | President & CEO | 2009 – Jun 2023 | Led fiber-based products company; continued as advisor on strategic growth opportunities post‑CEO role |
| SCA Packaging Europe | President | 2005 – 2008 | Oversaw one of Europe’s largest producers of containerboard for corrugated products |
| SCA Packaging Ltd. (U.K. & Ireland) | Regional Managing Director | 2000 – 2005 | Regional leadership across operations, sales, and marketing |
| Earlier roles (Rexam plc Packaging Resources, Huhtamaki, Alberto Culver (U.K.), MARS Group) | Various sales, marketing, management, operations | Pre‑2000 | Built multi‑functional experience in consumer/packaging sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Form Technologies, Inc. (private) | Director; Non‑Executive Chair | Director since Apr 2018; Non‑Exec Chair since Jan 2019 | Precision components manufacturer |
| Domtar group of companies | Non‑Executive Chairman; Advisory Board | Current | Governance and strategic advisory role |
| Other public company boards | None | — | No current public directorships |
Board Governance
- Committee assignments: Compensation Committee (member); Governance & Nominating Committee (member); not a committee chair. The Board met 8 times in 2024 and all directors attended at least 75% of their Board and committee meetings; all director nominees (except Ms. Collins, elected in Dec 2024) attended the 2024 Annual Meeting.
- Independence: The Board determined Mr. Williams is independent under NYSE and Company standards; 100% of the Audit, Compensation, and Governance & Nominating Committees are independent.
- Executive sessions: Non‑management directors (all independent) met in executive session five times in 2024; the Lead Independent Director presides.
- Years of service: Director since 2011.
- Lead Independent Director context: Suzanne P. Nimocks currently serves as Lead Independent Director; Edward F. Lonergan will begin a two‑year term as Lead Independent Director following the 2025 Annual Meeting.
Fixed Compensation
| Component (Non‑Employee Director) | Amount/Structure | John D. Williams 2024 |
|---|---|---|
| Annual Board retainer | $280,000 total; minimum 60% in stock; no meeting fees | $280,000 total: $112,000 cash; $168,000 stock |
| Committee chair 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 | Not applicable (member, not chair) |
Notes:
- Non‑employee director compensation is paid via a combination of cash and stock at director election (subject to a minimum 60% stock requirement). No perquisites are provided to non‑management directors.
Performance Compensation
- Directors do not receive performance‑conditioned incentives; equity is granted as part of the annual retainer and may be deferred. No options or performance share units are granted to non‑employee directors.
| Performance‑Based Element | Metrics | Status |
|---|---|---|
| Annual/Long‑term incentive metrics for directors | N/A | No director performance metrics; retainer includes time‑based equity only |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Private/other boards | Form Technologies, Inc. – Director and Non‑Executive Chair; Domtar group – Non‑Executive Chairman and Advisory Board |
| Potential interlocks/conflicts | None disclosed; the Company reports no related‑party transactions for 2024. |
Expertise & Qualifications
- Former CEO with significant leadership of manufacturing and supply chain operations; contributes to oversight of global manufacturing, operating efficiencies, and cost position.
- Experience across international business, operations, sales, and marketing supports OC’s goals in core markets and new product adjacencies.
- Provides sustainability and supply chain operations counsel to the Board.
Equity Ownership
| Measure | Value | As of | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 49,746 | Feb 18, 2025 | Represents deferred stock units; individuals do not have voting or investment power over DSUs. Less than 1% of outstanding shares. |
| Stock ownership guidelines (directors) | 5x maximum annual cash retainer | Current policy | All non‑employee directors with >3 years tenure are in compliance; minimum 60% of retainer paid in stock aligns incentives. |
| Hedging/pledging | Prohibited by policy | Ongoing | Anti‑hedging and anti‑pledging policies apply to directors. |
Compensation Committee Analysis (context for governance quality)
- Committee composition: Edward F. Lonergan (Chair), Eduardo E. Cordeiro, Alfred E. Festa, John D. Williams (all independent).
- Independent consultant: Meridian Compensation Partners advises the committee; the committee determined no conflicts of interest.
- Responsibilities include CEO/NEO pay design, goal‑setting, and director compensation oversight.
Say‑on‑Pay & Shareholder Feedback (context)
- 2024 shareholder outreach contacted holders representing ~69% of outstanding shares; Say‑on‑Pay received >87% support at the 2024 Annual Meeting.
Governance Assessment
- Positives: Independent director with long manufacturing/supply chain expertise; active on Compensation and Governance & Nominating committees; meaningful equity alignment via stock‑heavy retainer and ownership guidelines; anti‑hedging/pledging policies; no related‑party transactions disclosed.
- Potential watch items: Tenure/retirement timing—Board’s mandatory retirement age is 73 (Williams is 70), suggesting potential medium‑term refreshment considerations; Board reports strong attendance broadly (≥75%) and regular executive sessions.
No red flags identified regarding related‑party dealings, hedging/pledging, or overboarding for Mr. Williams; he holds no other public company board seats and the Company reports no related‑party transactions in 2024.