Todd Fister
Owens CorningAbout Todd Fister
Todd W. Fister is Executive Vice President and Chief Financial Officer of Owens Corning (OC) since September 2023; he previously served as President, Insulation, and Vice President of Global Insulation and Strategy. He is 50 years old and has been employed by OC since November 2014 . Under the current leadership team, OC delivered 2024 sales of $11.0 billion , sustained 20%+ adjusted EBITDA margins for 20 consecutive quarters (24% in Q3’25) , and cited top-quartile TSR over the last five years . 2024 Compensation Committee practice emphasized pay-for-performance with strong alignment to TSR, ROC, and free cash flow conversion metrics .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Owens Corning | EVP & Chief Financial Officer | Sep 2023 – present | Oversees capital allocation, free cash flow, margin and guidance; led finance integration for Masonite acquisition; advanced shareholder returns programs . |
| Owens Corning | President, Insulation | 2019 – Sep 2023 | Drove structural margin improvements and mix shift; Insulation now targets 24% avg adjusted EBITDA margins . |
| Owens Corning | VP, Global Insulation & Strategy | 2019 | Global portfolio and strategy leadership across Insulation . |
External Roles
None disclosed in company filings for Mr. Fister .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 582,500 | 636,629 | 695,833 |
| Target Annual Bonus (% of Salary) | — | — | 90% |
| Actual Annual Incentive (CIP) ($) | 829,688 | 756,298 | 1,004,850 |
| Stock Awards ($) | 1,154,416 | 1,670,563 | 1,647,432 |
| All Other Compensation ($) | 61,353 | 182,697 | 106,120 |
| Total Reported Compensation ($) | 2,627,957 | 3,246,187 | 3,454,235 |
Notes:
- 2024 base used for planning/targets was $700,000 and CIP payout was $1,004,850; 2025 LTI awards totaled $4,000,000 (RSUs $1.6M; PSUs $2.4M) reflecting assessment of 2024 performance .
Performance Compensation
Annual Incentive Plan (CIP) – 2024 Outcomes and Structure
| Metric (2024) | Weight | Threshold | Target | Maximum | Actual | Payout/Funding | Vesting/Payout Modality |
|---|---|---|---|---|---|---|---|
| Consolidated Adjusted EBIT (ex-Doors) | 40% | $1,283m | $1,710m | $2,138m | $1,949m | 156% | Cash; annual |
| Roofing EBIT | 20% | $848m | $1,130m | $1,300m | $1,298m | 199% | Cash; annual |
| Insulation EBIT | 20% | $454m | $605m | $756m | $682m | 151% | Cash; annual |
| Composites EBIT | 20% | $165m | $220m | $286m | $215m | 93% | Cash; annual |
| Total Corporate Funding | — | — | — | — | — | 151% | — |
| Individual Performance Component | 25% of CIP | — | — | — | — | Fister at 185% | Cash; annual |
- 2025 change: CIP metric transitions from adjusted EBIT to adjusted EBITDA to better reflect operating performance .
Long-Term Incentives (LTI) – Design and 2024 Grants
| Component | Weight | Grant Date | Units (Fister) | Grant-Date FV ($) | Key Performance Targets | Vesting |
|---|---|---|---|---|---|---|
| RSUs | 40% | Feb 1, 2024 | 4,110 | 639,845 | Time-based | 1/3 per year over 3 years |
| TSR PSUs | 20% | Feb 1, 2024 | 2,055 target | 402,677 | Percentile vs TSR comparator: 25th=0%, 50th=100%, 75th=200%; capped at 100% if negative TSR . | 3-year performance, cliff |
| ROC PSUs | 20% | Feb 1, 2024 | 2,055 target | 302,455 | Adjusted ROC: Threshold 8.5%=0%, Target 17%=100%, Max 20%=200% . | 3-year performance, annual averaging |
| FCFC PSUs | 20% | Feb 1, 2024 | 2,055 target | 302,455 | Adjusted Free Cash Flow Conversion: Threshold 75%=0%, Target 96%-100%=100%, Max 110%=200% . | 3-year performance, annual averaging |
Recent LTI cycle results (company-level): 2022–2024 TSR paid 200% (93rd percentile), ROC paid 200% (23.3%, 23.0%, 26.7% vs 16% target), FCFC paid 118% (107.9%, 94.0%, 93.9%) .
Equity Ownership & Alignment
| Item | Value/Units | Notes |
|---|---|---|
| Beneficial Ownership – Common Shares | 10,267 | Less than 1% of outstanding shares (85,537,231) . |
| Unvested RSUs (12/31/2024) | 14,236 | Market value $2,424,676 at $170.32 . |
| Unearned PSUs (12/31/2024) | 23,390 | Market/payout value $3,983,785 (assumes current funding expectations per footnote) . |
| 2024 Stock Vested | 18,257 | Value realized $2,924,939 . |
| Ownership Guidelines | 3x base salary for NEOs | All NEOs currently exceed guidelines . |
| Hedging/Pledging Policy | Prohibited | Anti-hedging and anti-pledging in governance policies . |
Insider trading governance: executives transact only in open windows with pre-approval; strong compliance controls .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (Not-For-Cause) | Cash severance $2,660,000; CIP $1,260,000; healthcare continuation $22k; outplacement $18k; equity forfeiture absent death/disability/qualified retirement . |
| Change-in-Control (CIC) – Termination | Double-trigger; cash severance $2,660,000; CIP $1,260,000; RSU acceleration $2,425,000; PSU acceleration assumed at max $4,781,000; healthcare $22k; outplacement $18k . |
| CIC – No Termination | RSU $2,425,000; PSU $4,781,000 (assumed at max) . |
| Clawback | Clawback policy in place; anti-hedging, anti-pledging policies . |
| Deferred Compensation | Executive deferrals $110,421; Company contributions $78,520; earnings $145,851; year-end balance $1,545,925 . |
| Pension/SERP | No participation in Cash Balance Pension or Executive Supplemental Plan . |
Peer group and benchmarking: 2024 peer group includes major building products and materials firms; updates effective Jan 1, 2025 added Builders FirstSource, Carrier, Johnson Controls, UFP Industries; removed A.O. Smith, Greif, Louisiana-Pacific . Say-on-Pay approval was 87% in 2024, reflecting investor support .
Investment Implications
- Compensation alignment: High proportion of variable, performance-based pay linked to TSR, ROC, and FCFC supports shareholder value creation; 2025 LTI sizing for Fister ($4M) suggests confidence in execution during portfolio transformation .
- Vesting and potential selling pressure: Significant outstanding equity (RSUs and PSUs) with multi-year vesting could create periodic supply; governance requires open-window preclearance, mitigating risk of opportunistic sales .
- Ownership and retention: Fister exceeds 3x salary ownership guideline and has substantial deferred compensation balance, indicating skin-in-the-game and retention incentives; hedging/pledging prohibitions strengthen alignment .
- Change-in-control economics: Double-trigger CIC terms and meaningful equity acceleration would make departure costly in an acquisition scenario; severance multiples are consistent with market and provide stability during strategic shifts .
- Track record and execution risk: Company performance under current team features resilient margins and strong cash returns despite mixed markets, but Doors recorded a non-cash impairment in Q3’25, highlighting cyclical and integration risks; management is targeting $2B shareholder returns by end-2026 and raised margin guides, a positive signal for longer-term TSR .