Maryann Mannen
Owens CorningAbout Maryann T. Mannen
Independent director of Owens Corning since 2014; age 62. Currently Audit Committee Chair, member of the Governance & Nominating Committee and Executive Committee. She is President & CEO of Marathon Petroleum Corporation (MPC) and MPLX LP (since Aug 2024), and is designated an “audit committee financial expert.” The Board has determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum Corporation | President & CEO | Aug 2024 – present | Leads largest U.S. refinery; provides insights on safety, environment, sustainability to OC Board |
| MPLX LP (formed by MPC) | President & CEO | Aug 2024 – present | Midstream infrastructure leadership; viewed by OC Board as extension of MPC role |
| Marathon Petroleum Corporation | President | Jan 2024 – Aug 2024 | Executive leadership prior to CEO role |
| Marathon Petroleum Corporation | EVP & CFO | 2021 – Jan 2024 | Extensive financial and risk management expertise |
| TechnipFMC / FMC Technologies | EVP & CFO | 2014 – Jan 2021 | Public company CFO experience in energy services/projects |
| FMC Technologies | Various finance roles incl. SVP & CFO | 1986 – 2014 | Progressively senior financial leadership |
| Sheller-Globe Corporation | Finance Manager | pre-1986 | Early-career finance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marathon Petroleum (NYSE: MPC) | Director | Current | Board service integrated with CEO role |
| MPLX LP (NYSE: MPLX) | Director | Current | Board service integrated with CEO role |
| American Petroleum Institute | Executive Committee | Current | Industry policy leadership |
| American Fuel & Petrochemical Manufacturers | Executive Committee | Current | Industry policy leadership |
| Ohio Business Roundtable | Executive Committee | Current | Regional economic leadership |
| The Business Council | Member | Current | Senior executive policy forum |
Board Governance
- Committee assignments: Audit (Chair), Governance & Nominating (Member), Executive (Member). All Audit members are independent; Audit responsibilities include financial statement integrity, auditor independence/oversight, legal and regulatory compliance, and primary enterprise risk oversight. She is designated an Audit Committee Financial Expert.
- Independence: Board determined she is independent under NYSE standards.
- Attendance and engagement: She attended all Board and committee meetings in 2024; Board met eight times in 2024; independent directors held five executive sessions.
- Lead Independent Director: Suzanne Nimocks currently; Edward Lonergan to become Lead Independent Director after the 2025 Annual Meeting.
- Overboarding policy: Non-employee directors limited to four public boards; Audit members limited to two other audit committees unless Board approves. The Board views Mannen’s MPC and MPLX board seats as extensions of her CEO role (substantially overlapping responsibilities) and approved her continued OC service.
Fixed Compensation (Non-Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Board retainer | $280,000 | Standard retainer for each non-management director; paid quarterly; no meeting fees. Minimum 60% paid in stock per election. |
| Audit Committee Chair retainer | $25,000 | Additional annual retainer for Audit Chair. |
| Fees earned or paid in cash (Mannen) | $122,000 | Actual 2024 cash component received. |
| Stock awards (Mannen) | $183,000 | Aggregate grant date fair value of 2024 stock component. |
| Total (Mannen) | $305,000 | Sum of cash + stock awards. |
| Perquisites | — | Non-management directors receive no perquisites. |
Performance Compensation
- Structure: Non-employee directors do not receive performance-based incentives; compensation consists of fixed retainers delivered in a mix of cash and equity (subject to minimum stock component). No meeting fees.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes / Potential Interlocks |
|---|---|---|---|
| Marathon Petroleum (NYSE: MPC) | Director | Not specified | CEO and director; OC Board acknowledges potential overboarding perceptions; approved continued OC service. |
| MPLX LP (NYSE: MPLX) | Director | Not specified | CEO and director; considered extension of MPC role by OC Board (minimal incremental workload). |
RED FLAG (perception risk): Overboarding concerns may be raised by some investors given CEO role plus MPC and MPLX directorships; mitigated by Board’s view of overlapping responsibilities and her 100% OC attendance in 2024.
Expertise & Qualifications
- Financial expertise: Former CFO at multiple public companies; designated audit committee financial expert; strong accounting systems and controls oversight.
- Risk and compliance: Brings extensive risk management experience from energy sector leadership and CFO roles.
- Sustainability and safety: CEO responsibilities include oversight of health, environment, safety, and security—informing OC Board’s sustainability oversight.
- Strategic operations: Large-scale M&A/integration experience and enterprise transformation leadership relevant to OC’s portfolio moves.
Equity Ownership
| Item | Count/Status |
|---|---|
| Beneficial ownership of OC common stock (Mannen) | 22,212 shares (<1%) |
| Deferred stock units (payable upon departure) | 2,699 units |
| Total shares/units counted (per table) | 24,911 |
| Shares pledged as collateral | Prohibited by company anti-pledging policy (no pledging noted) |
| Director stock ownership guideline | 5x maximum annual cash retainer |
| Compliance with guideline | All non-management directors with >3 years tenure (incl. Mannen) exceed guideline. |
Governance Assessment
-
Strengths
- Independent director; Audit Chair and Audit Committee Financial Expert—positions of high influence on controls, disclosure, and risk oversight.
- Documented 100% attendance in 2024; indicates strong engagement.
- OC maintains robust governance practices: majority voting with resignation policy, executive sessions every regular meeting, clawback, anti-hedging, anti-pledging, and strong director ownership guidelines.
- No related-party transactions reported for 2024; reduces conflict risk.
- Say-on-Pay support 87%+ in 2024—supportive investor sentiment toward pay governance.
-
Watch items / potential risks
- Overboarding perception due to concurrent CEO role at MPC and directorships at MPC/MPLX; Board rationale and her 2024 attendance mitigate practical risk.
- Time demands of dual CEO roles (MPC and MPLX) require continued monitoring of OC meeting attendance and responsiveness; Board affirmed adequacy in 2024.
-
Overall implication
- Mannen enhances OC’s board effectiveness through deep financial oversight and operational risk expertise. The Audit Chair role plus perfect attendance and strong ownership alignment support investor confidence; overboarding optics warrant continued monitoring but are actively managed by the Board.