Paul Martin
Owens CorningAbout Paul E. Martin
Paul E. Martin, age 67, has served as an independent director of Owens Corning since 2021. He is a former Senior Vice President and Chief Information Officer at Baxter International (2011–2020) and previously Global CIO at Rexam plc (2004–2011), with earlier IT leadership roles at CIT Group, BNSF Railway, and Frito-Lay. His board credentials include deep cybersecurity oversight and digital strategy; he has been recognized with the 2020 Chicago CIO of the Year Leadership ORBIE and induction into the CIO Hall of Fame in 2017.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baxter International Inc. | Senior Vice President & Chief Information Officer | 2011–2020 | Led enterprise IT and cybersecurity; strategic guidance to audit committees on financial reporting, risk, and compliance in CIO capacity |
| Rexam plc / American National Can Group Inc. | Global Chief Information Officer; senior management positions | 1999–2011 | Global IT leadership at packaging manufacturer; oversaw information systems and risk management |
| CIT Group Inc.; BNSF Railway; Frito-Lay, Inc. | IT leadership roles | Not disclosed | Operational IT leadership contributing to digital strategy and information security |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Unisys Corporation (NYSE: UIS) | Director | Since 2017 | Audit; Finance; Chair of Security & Risk Committee |
| STERIS plc (NYSE: STE) | Director | Since 2021 | Audit; Compensation & Organization Development Committee |
| Ping Identity Holding Corp. | Director (prior) | 2021–2022 | Not disclosed (company sold in 2022) |
Board Governance
- Committee assignments at Owens Corning: Audit and Finance; not a committee chair. All standing committees other than Executive are fully independent.
- Independence: Board determined Martin is independent under NYSE standards and OC Director Qualification Standards.
- Attendance and engagement: The Board met eight times in 2024; each director attended at least 75% of Board and applicable committee meetings. Independent directors held five executive sessions in 2024.
- Audit Committee oversight: Members are independent; Martin is deemed financially literate under NYSE rules (others designated as “audit committee financial experts”). Responsibilities include integrity of financials, compliance, auditor independence, and internal audit performance.
- Finance Committee oversight: Strategic financial matters including capital structure, M&A, financings, investment policies.
- Overboarding and audit limits: Policy caps non-employee directors at ≤4 public boards and audit committee service at ≤2 other public company audit committees (beyond OC). Martin sits on two other audit committees (Unisys, STERIS), within the limit.
- Governance policies strengthening investor alignment: majority vote standard with resignation policy, clawback, anti-hedging and anti-pledging, robust ownership guidelines (directors: 5x maximum annual cash retainer), executive sessions every regular meeting.
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual Board retainer – cash | $112,000 | Paid as part of standard annual retainer (no meeting fees) |
| Annual Board retainer – stock | $168,000 | Minimum 60% of retainer paid in stock, elective deferral available |
| Total 2024 director compensation | $280,000 | Standard program targets market-median positioning |
| Committee chair fees | $0 | Audit Chair $25k; Compensation $20k; Finance $15k; Governance $15k; Lead Independent Director $35k (not applicable to Martin) |
Performance Compensation
| Element | Terms | Metrics | Payout Curve |
|---|---|---|---|
| None disclosed for non-management directors | Compensation is via annual retainer (cash + stock), with no performance-based bonus metrics disclosed; no meeting fees | N/A | N/A |
Other Directorships & Interlocks
| Company | Industry | Role | Committee roles | Potential interlocks/relevance |
|---|---|---|---|---|
| Unisys Corporation | Global information technology | Director | Audit; Finance; Chair of Security & Risk | Cybersecurity expertise is additive to OC’s Audit oversight; no related-party transactions reported at OC for 2024 |
| STERIS plc | Infection prevention products & services | Director | Audit; Compensation & Org Development | Healthcare operations perspective; no related-party transactions reported at OC for 2024 |
| Ping Identity (prior) | Identity/security software | Former Director | Not disclosed | Ended service upon sale; no continuing interlock at OC |
Expertise & Qualifications
- Cybersecurity and information security risk oversight; strengthens Audit Committee’s oversight of OC’s cybersecurity framework and escalation protocols.
- Digital strategy leadership and enterprise IT governance; global operations experience; international assignment experience.
- Financial literacy under NYSE rules (not designated “audit committee financial expert” at OC); complements committee responsibilities.
- Awards: 2020 Chicago CIO of the Year Leadership ORBIE; 2017 CIO Hall of Fame; multiple industry recognitions.
Equity Ownership
| Holder | Shares Beneficially Owned | Form | Ownership % of Outstanding |
|---|---|---|---|
| Paul E. Martin | 5,760 | Deferred stock units (DSUs) counted in beneficial ownership; DSUs have no voting or investment power | ~0.0067% of 85,537,231 shares outstanding |
- Stock ownership guidelines: Directors must hold shares equal to 5x maximum annual cash retainer; all outside directors with >3 years of tenure hold stock in excess of guidelines (Martin joined in 2021).
- Anti-hedging and anti-pledging: Prohibited under OC’s Insider Trading Policy (reduces alignment risks).
Governance Assessment
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Strengths
- Independent director with deep cybersecurity and digital oversight; sits on OC Audit and Finance Committees; brings relevant domain expertise for risk oversight.
- Strong alignment practices: equity-heavy director compensation (≥60% stock), robust stock ownership guidelines, anti-hedging/anti-pledging, and clawback policies.
- Independence affirmed; no related-party transactions reported for 2024; executive sessions held five times, indicating healthy independent oversight.
- Shareholder support context: 2024 Say‑on‑Pay approval exceeded 87%, reflecting broader investor confidence in governance and pay design.
-
Watch items / potential red flags
- Audit committee load: Martin serves on two other public company audit committees while serving on OC’s Audit Committee—at OC’s stated external audit committee limit; acceptable but merits monitoring for time/attention as responsibilities evolve.
- Overboarding: Overall public board count (OC + Unisys + STERIS) is three, within OC’s limit of ≤4; no current breach but continued oversight prudent.
- No personal conflicts disclosed; OC reports no related‑party transactions for FY2024.
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Implications for investors
- Martin’s cybersecurity leadership is directly accretive to OC’s risk oversight, aligning with Audit Committee responsibilities and enterprise risk management processes.
- Director pay structure and ownership policies support long‑term alignment; absence of hedging/pledging lowers governance risk.
- Committee workload remains within policy but is near the audit committee maximum externally; suggest tracking attendance disclosures and any future committee chair assignments for capacity signals.