Michelle Collins
Owens CorningAbout Michelle Collins
Michelle T. Collins, age 63, is an independent director of Owens Corning, elected December 4, 2024 and serving since 2024. She is designated an “audit committee financial expert” and serves on the Audit and Finance Committees. Collins spent ~40 years at Deloitte, including as audit partner (1996–2024), National Automotive Sector Leader, and Vice Chair of Deloitte’s U.S. Board (2017–2023), where she chaired the Finance & Audit Committee and the Governance Committee. She is a Certified Public Accountant, with deep expertise in financial reporting, controls, risk management, and M&A oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte & Touche LLP | Audit Partner | 1996–2024 | Lead engagement partner for major global companies; advised audit committees on financial reporting, business disruption, M&A, ERM, compliance; contributed to digitization/automation of the audit process . |
| Deloitte U.S. Board of Directors | Vice Chair; Chair of Finance & Audit Committee; Chair of Governance Committee | 2017–2023 | Board leadership; chaired key committees overseeing finance, audit, and governance . |
| Deloitte | National Automotive Sector Leader | Not disclosed | Sector leadership in automotive; oversight and strategic initiatives within the sector . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | None | — | No current public company directorships disclosed . |
Board Governance
- Independence: The Board determined Collins is independent under OC’s Director Qualification Standards and NYSE rules; all Audit/Compensation/Governance committee members are independent .
- Committee assignments: Audit and Finance Committees; Audit met 6 times in 2024; Finance met 4 times. Collins attended 100% of Board and committee meetings after her election on Dec 4, 2024 .
- Audit committee expertise: Collins is an audit committee financial expert; all Audit Committee members are independent and financially literate (NYSE) .
- Executive sessions: Non-management directors held five executive sessions in 2024; the Lead Independent Director presides .
| Committee | Role | 2024 Meetings | Attendance |
|---|---|---|---|
| Audit | Member | 6 | 100% post-election |
| Finance | Member | 4 | 100% post-election |
Fixed Compensation
- Program structure: Non-employee directors receive an annual Board retainer of $280,000; no meeting fees; no perquisites. Chair retainers: Audit Chair $25,000; Compensation Chair $20,000; Governance & Nominating Chair $15,000; Finance Chair $15,000; Lead Independent Director $35,000 .
- Mix and payment: Retainers paid quarterly in a combination of stock and cash, subject to a minimum 60% stock requirement; directors may defer stock compensation and cash compensation under a Deferred Compensation Plan (no company match) .
| Item | Amount/Term | Notes |
|---|---|---|
| Annual Board retainer | $280,000 | Non-employee directors; paid quarterly; min 60% in stock . |
| Chair retainer – Audit | $25,000 | Additional to Board retainer. |
| Chair retainer – Compensation | $20,000 | Additional to Board retainer. |
| Chair retainer – Governance & Nominating | $15,000 | Additional to Board retainer. |
| Chair retainer – Finance | $15,000 | Additional to Board retainer. |
| Lead Independent Director retainer | $35,000 | Additional to Board retainer. |
| Meeting fees | None | No per-meeting payments. |
| Perquisites | None | Non-management directors receive no perquisites. |
| Deferred Compensation Plan | Available | Cash deferral; notional funds include OC stock index; no match . |
| 2024 Director Compensation (Collins) | Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michelle T. Collins | — | — | — |
Collins was elected in December 2024 and did not receive 2024 compensation .
Performance Compensation
- Non-employee director compensation is retainer-based with equity component; no performance-based bonus, options, or PSU metrics are disclosed for directors .
| Performance Element | Metric | Target/Outcome | Notes |
|---|---|---|---|
| Director equity (retainer stock) | Not performance-based | N/A | Equity portion is part of fixed retainer; minimum 60% stock; no PSU targets disclosed for directors . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public boards | None . |
| Overboarding policy | Non-employee directors limited to ≤4 public boards; Audit Committee members ≤2 other audit committees (Board may approve exceptions) . |
| Interlocks/conflicts | No related-person transactions for FY2024 (Item 404) . |
Expertise & Qualifications
- CPA; designated “audit committee financial expert” .
- 40 years in audit/advisory; lead audit partner for major global manufacturing/automotive/consumer companies .
- Deep knowledge in accounting systems and controls; ERM; technology advancement; M&A; regulatory compliance .
- Strategic leadership and board governance experience (Vice Chair, committee chair roles at Deloitte) .
Equity Ownership
As of February 18, 2025:
| Holder | Beneficial Ownership (Shares) | Deferred Stock Units | Deferred Shares/Units | Restricted Stock Units | Total | % of Outstanding |
|---|---|---|---|---|---|---|
| Michelle T. Collins | — | — | — | — | — | <1% |
- Ownership guidelines: Directors must hold stock equal to 5x the maximum annual cash retainer; directors with >3 years tenure are in compliance; Collins is newly appointed and not covered by the >3-year compliance statement .
- Hedging/pledging: Company policy prohibits hedging and pledging by directors; no exceptions disclosed .
Governance Assessment
-
Positives
- Independent director with strong audit credentials; designated audit committee financial expert; on Audit and Finance Committees .
- 100% attendance post-election; Audit and Finance committees actively met in 2024 (6 and 4 meetings, respectively) .
- Robust governance policies: anti-hedging/pledging, executive sessions (five in 2024), majority vote with resignation policy, independent committees .
- No related party transactions disclosed for FY2024 .
-
Watch items
- Newly appointed; proxy shows no reported beneficial share ownership or director retainer compensation for 2024, so observable alignment (skin-in-the-game) will begin with 2025 grants .
- No other public company directorships (reduces interlock risks), but absence of disclosed OC share ownership at table date may be scrutinized until equity retainer accrues under guidelines .
-
Policies mitigating risk
- Strict overboarding limits and Audit Committee membership constraints; Board review of additional commitments helps manage bandwidth/conflicts .
- Prohibition on hedging/pledging of OC stock aligns director behavior with shareholders .
RED FLAGS: None disclosed specific to Collins (no related-party transactions; no hedging/pledging; independent; strong attendance) .