Narrative to 2017 Summary Compensation Table and 2017 Grants of Plan-Based
Awards Table
Base Salary, Severance and Certain Other Arrangements
During 2017, each of the NEOs participated in the Companys compensation and benefits programs for salaried employees as described here
and reflected in the tables and accompanying footnotes. Each NEO receives an annual base salary as reflected in the 2017 Summary Compensation Table above. The amount of such base salary as a component of the total compensation is established and
reviewed each year by the Compensation Committee, and is described above in the Compensation Discussion and Analysis. Severance arrangements with each of the NEOs are as described below in the
Potential Payments Upon Termination or
Change-In-Control
section.
Annual Corporate Incentive Plan
(CIP)
Owens Corning maintains the CIP, in which all salaried employees participate, with specific Company performance
criteria adopted annually. Each of the NEOs is eligible to receive annual cash incentive awards based on his individual performance and corporate performance against annual performance goals set by the Compensation Committee. Under the CIP for the
2017 annual performance period, the funding measures set by the Compensation Committee were based on consolidated Adjusted EBIT and Adjusted EBIT for the Composites, Insulation, and Roofing businesses respectively. Cash awards paid to the NEOs
under the CIP for the 2017 performance period are reflected in column (g) of the 2017 Summary Compensation Table above and the range of award opportunities under the 2017 CIP is reflected in the 2017 Grants of Plan-Based Awards Table above.
Long-Term Incentive Program (LTIP)
Owens Corning maintains a LTIP applicable to certain salaried employees as selected by the Compensation Committee, including each of the NEOs.
The plan is designed to align participant compensation with the attainment of certain longer-term business goals established by the Compensation Committee.
In April 2016, the Companys stockholders approved the Owens Corning 2016 Stock Plan, which replaced the Owens Corning 2013 Stock Plan. In
this Proxy Statement, we refer to the stock plan in place at the relevant time as the Stock Plan. The Stock Plan provides for participation by employees, management and directors and authorizes grants of stock options, stock appreciation
rights, stock awards, restricted stock awards, restricted stock units, bonus stock awards, performance stock awards and performance share units. The 2013 Stock Plan document was filed with the SEC in connection with the 2013 Proxy Statement. The
2016 Stock Plan document was filed with the SEC in connection with the 2016 Proxy Statement.
The plan utilizes PSUs with three-year
performance cycles, adopted annually, with payouts under the program dependent upon corporate performance against performance goals set by the Compensation Committee for each cycle. The outstanding three-year cycles as of December 31, 2017
include: January 1, 2015 through December 31, 2017; January 1, 2016 through December 31, 2018; and January 1, 2017 through December 31, 2019. Estimated future payouts of awards under the 2017-2019 cycle are reflected in
the 2017 Grants of Plan-Based Awards Table above.
The award shown in the 2017 Grants of Plan-Based Awards Table represents the NEOs
opportunity to earn the amount shown in the maximum column of the table if the maximum performance goal established by the Compensation Committee at the beginning of the performance period are attained or exceeded during the performance
period. In the event the maximum performance goal is not attained, then the NEOs may earn the amounts shown in the target column if the target level of performance is attained, or the amounts shown in the
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