Suzanne Nimocks
Owens CorningAbout Suzanne P. Nimocks
Suzanne P. Nimocks (age 66) has served on Owens Corning’s Board since 2012; she is currently Chair of the Governance and Nominating Committee and a member of the Executive Committee, and has served as Lead Independent Director since April 2021 (with the Lead role transitioning to Edward F. Lonergan immediately following the April 15, 2025 Annual Meeting) . She is a former Director (Senior Partner) at McKinsey & Company with leadership across risk, organization, and energy/renewables practices, bringing deep strategy, risk management, and sustainability credentials to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company | Director (Senior Partner); Houston Office Manager | 1989–2010 (Senior Partner 1999–2010) | Led Global Organization, Risk Management, and Oil & Gas/Electric Power & Renewables practices; boards’ personnel committees |
| Valaris plc (and predecessor Rowan) | Director; Committee Chair | 2010–2021 | Chaired Compensation; chaired Environment, Health & Safety at predecessor; governance leadership in offshore drilling |
| ArcelorMittal | Director | 2011–2022 | Member, Appointments, Remuneration, Corporate Governance & Sustainability Committee |
| Greater Houston Partnership | Environmental Committee Chair | Not disclosed | Chaired environmental committee; civic sustainability leadership |
External Roles
| Company/Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Ovintiv, Inc. (NYSE: OVV) | Director | 2010–present | Chairs Corporate Responsibility & Governance; member of Audit; previously chaired Human Resources & Compensation |
| Brookfield Infrastructure Partners (NYSE: BIP) | Director | Aug 2022–present | Global infrastructure board; committee roles not disclosed in OC proxy |
| Advancing Women Executives | Global Advisory Board | Not disclosed | Advisory role on leadership advancement |
Board Governance
- Independence: The Board determined Ms. Nimocks is independent under NYSE and company standards .
- Lead Independent Director: Serves as LID since April 2021; responsibilities include presiding over executive sessions, agenda review, liaison with shareholders, and interviewing directors; the LID role transitions to Edward F. Lonergan immediately after the 2025 Annual Meeting, reflecting planned succession in independent leadership .
- Committee assignments (2024): Chair, Governance & Nominating; Member, Executive Committee .
- Attendance/Engagement: In 2024 the Board met 8 times; each director attended at least 75% of Board/committee meetings; non-management directors held 5 executive sessions, presided over by the LID .
- Overboarding safeguards: Non-employee directors capped at four public boards (including Owens Corning); Audit Committee members limited to two other public company audit committees absent Board determination; Ms. Nimocks’ current public boards (OVV, BIP, plus OC) fall within policy .
- No related-party transactions: Company reported none under Item 404 for FY2024 .
Fixed Compensation (Director)
| Component | 2024 Amount/Policy | Notes |
|---|---|---|
| Board annual retainer | $280,000 | Paid in cash/stock per director election; minimum 60% in stock; paid quarterly; no meeting fees |
| Chair retainers | Governance & Nominating Chair: +$15,000; Lead Independent Director: +$35,000 | Audit Chair: +$25,000; Compensation Chair: +$20,000 |
| Perquisites | None for non-management directors | Alignment with governance best practices |
| 2024 Non-Management Director Compensation (Nimocks) | Cash Fees | Stock Awards | Total |
|---|---|---|---|
| Suzanne P. Nimocks | $132,000 | $198,000 | $330,000 |
Performance Compensation (Director)
| Equity Retainer Structure | Details |
|---|---|
| Vehicle | Equity component of annual director retainer (stock), subject to minimum 60% stock mix; directors may defer stock compensation |
| Performance metrics | None (time/service-based retainer equity, not performance-conditioned) |
| Deferral | Non-employee directors may defer cash compensation and elect notional investment options (incl. company stock); no company match for directors |
Other Directorships & Interlocks
- Current public boards: Ovintiv (OVV) and Brookfield Infrastructure Partners (BIP) .
- Committee roles elsewhere: OVV—Chairs Corporate Responsibility & Governance; member of Audit; previously chaired HR & Compensation .
- Interlocks/conflicts: Owens Corning disclosed no related-person transactions for 2024; no interlocks disclosed between OC insiders and Ms. Nimocks’ other boards in the proxy .
Expertise & Qualifications
- Strategic consulting, risk management, and corporate development expertise from McKinsey leadership; sector depth in energy and renewables .
- Sustainability leadership, including projects in renewable energy and circular economy oversight; aligns with OC’s 2030 goals and sourcing of renewable electricity .
- Board governance expertise, extensive committee leadership across compensation, governance, and EHS at prior boards; strengthens OC board processes and oversight .
Equity Ownership
| Holder | Beneficial Ownership of Common Stock | Deferred Stock Units | Total Reported |
|---|---|---|---|
| Suzanne P. Nimocks | 28,512 | 5,056 | 33,568 |
- Ownership guidelines: Directors must hold stock equal to 5x the maximum annual cash retainer; all outside directors with more than 3 years of tenure exceed the guideline (Ms. Nimocks qualifies) .
- Hedging/pledging: Company policy prohibits hedging and pledging of company stock; supports alignment with shareholders .
- Section 16 compliance: Company reported overall compliance for 2024, noting one late Form 4 for another officer; no delinquency noted for Ms. Nimocks .
Governance Assessment
- Board effectiveness and independence: Ms. Nimocks’ tenure (since 2012), LID service since 2021, and chairing of Governance & Nominating position her as a central driver of board evaluations, director refreshment, and governance standards; independence confirmed .
- Leadership transition signal: Planned LID handoff to Mr. Lonergan post-2025 AGM evidences structured succession and mitigates key-person dependency among independents .
- Engagement and oversight: Regular executive sessions (five in 2024) and her LID responsibilities (agenda-setting, shareholder liaison) indicate active independent oversight and investor engagement .
- Alignment and risk controls: Director equity-heavy compensation mix (min 60% stock), rigorous stock ownership guideline (5x), and anti-hedge/pledge policy reinforce alignment; no related-party transactions disclosed .
- Shareholder support context: Say-on-pay received >87% approval at 2024 AGM, reflecting generally supportive investor sentiment toward OC’s pay program and governance environment overseen in part by the LID and governance chair .
- Potential red flags: Overboarding risk appears limited—policy caps in place and Ms. Nimocks serves on two other public boards within limits; Audit Committee load limits also safeguarded . No Section 16 filing issues reported for her .
Board Governance (Committee Snapshot)
| Committee | Role | 2024 Committee Meetings |
|---|---|---|
| Governance & Nominating | Chair | 5 |
| Executive | Member | N/A (acts between Board meetings) |
| Board (full) | Director | 8 |
| Audit | Not assigned | 8 (for reference) |
| Compensation | Not assigned | 6 (for reference) |
| Finance | Not assigned | 4 (for reference) |
No related-person transactions reported for FY2024; governance policies require disclosure and approval of any potential conflicts .
Lead Independent Director responsibilities include presiding over executive sessions, agenda review, liaison to shareholders, and interviewing directors as part of the evaluation process .