UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 3, 2021, the Board of Directors (“Board”) of Owens Corning (the “Company”) expanded its number of directors on the Board by one and elected Paul E. Martin as a director of the Company, both effective on February 3, 2021 (the “Effective Date”). Mr. Martin will join the Audit and Finance Committees of the Board as of the Effective Date.
Mr. Martin served as Senior Vice President and Chief Information Officer for Baxter International Inc., a multinational healthcare company, from 2011 until his retirement in 2020. From 1999 to 2011, he held several senior management positions at Rexam plc (Rexam), a consumer packaging manufacturing company based in the U.K., including Chief Information Officer. Prior to that, Mr. Martin held information technology leadership positions at CIT Group Inc., BNSF Railway Company and Frito-Lay, Inc. Prior to his career at Rexam, Mr. Martin held information technology leadership positions at the CIT Group Inc., BNSF Railway Company and Frito-Lay, Inc.
Since 2017, Mr. Martin has served on the Board of Directors of Unisys Corporation and is currently a member of its Audit and Finance Committee as well as the chair of its Security and Risk Committee. Last month, he joined the Board of Directors of Ping Identity Holding Corp., a global provider of intelligent identity management software solutions, and is currently a member of its Audit Committee.
There is no arrangement or understanding between Mr. Martin and any other person pursuant to which Mr. Martin was selected as a director. For his service as a non-employee member of the Board, beginning as of the Effective Date, Mr. Martin will participate in the standard director compensation arrangements currently in effect for non-management directors, consistent with the Owens Corning Non-Employee Director Compensation Program disclosed annually in the Company’s Proxy Statement. There are no related person transactions involving Mr. Martin that are reportable under Item 404(a) of Regulation S-K.
On February 3, 2021, J. Brian Ferguson and Ralph F. Hake, both directors of the Company, advised the Board they will retire from the Board upon expiration of their terms of service at Owens Corning’s 2021 Annual Meeting of Stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| OWENS CORNING | ||||||
| February 5, 2021 | By: | /s/ Kenneth S. Parks | ||||
| Kenneth S. Parks | ||||||
| Senior Vice President and Chief Financial Officer | ||||||