CNR Cornerstone Building Brands Inc

Item 10. Directors, Executive Officers and Corporate Governance.

Our Third Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Seventh Amended and Restated By-Laws (the “Bylaws”) provide that the number of directors shall be fixed from time to time pursuant to a resolution adopted by a majority of the directors. The Stockholders Agreement provides that the number of directors on our Board initially shall be twelve and thereafter shall be set from time to time by affirmative vote of a majority of the directors then in office. On August 19, 2021, pursuant to a unanimous consent adopted by our Board, the number of members constituting our Board was fixed at fourteen. After the retirement on March 31, 2022 of James S. Metcalf, our former Chairman of the Board and Chief Executive Officer, the number of directors became thirteen, leaving one vacancy on the Board.

In accordance with our Certificate of Incorporation and Bylaws, our Board is divided into three classes, as nearly equal in number as reasonably possible, and members are elected for a term of office expiring at the third succeeding annual stockholders’ meeting following their election to office or until a successor is duly elected and qualified. Except as otherwise provided by the Stockholders Agreement, under our Bylaws, newly created directorships resulting from any increase in the authorized number of directors or any vacancies on our Board resulting from death, resignation, retirement, disqualification, removal from office or other cause shall be filled only by a majority of the votes that can be cast by directors then in office, though less than a quorum, and directors so chosen hold office until the annual meeting of stockholders at which the term of office of the class to which the director has been elected expires. The terms of office of each of the Class II, Class III and Class I directors expire at the annual meetings of stockholders in 2022, 2023 and 2024, respectively. Under our Bylaws, no person may stand for election as a director if, on the date of any annual or special meeting held for the purpose of electing directors, such person shall have surpassed the age of 75.

 (a) The Board appointed Ms. Lee to the Board on August 19, 2021, effective September 6, 2021.

Kathleen J. Affeldt

Ms. Affeldt, age 73, has served as a director since November 2009. Ms. Affeldt serves on the Nominating & Corporate Governance Committee, the Executive Committee, the Affiliate Transactions Committee, and is the Chair of the Compensation Committee. Ms. Affeldt retired from Lexmark International, a developer, manufacturer and supplier of printing and imaging solutions for offices and homes, in February 2003, where she had been Vice President of Human Resources since July 1996. She joined Lexmark when it became an independent company in 1991 as the Director of Human Resources. Ms. Affeldt began her career at IBM in 1969, specializing in sales of supply chain systems. She later held a number of human resources management positions. Ms. Affeldt has served as a director of BTE Technologies, Inc. and SIRVA, Inc. She also served as a director of Sally Beauty Holdings, Inc. and as the chair of that board’s compensation committee. She further served as a director and chair of the compensation committee of HD Supply Holdings, Inc. Ms. Affeldt attended the State University of New York and Hunter College in New York City, majoring in Business Administration.

Director Qualifications: Ms. Affeldt’s experience in large, multinational companies in general, as well as in the human resources field in particular, provides our Board with insight into the attraction, motivation and retention of personnel. Additionally, her service on the boards of other public companies brings to our Board valuable insight into the strategic, financial and personnel challenges faced by companies similar to the Company.

George L. Ball

Mr. Ball, age 63, has served as a director since February 2014. He currently serves as Chair of the Audit Committee and the Routine Transactions Committee and also serves on the Compensation Committee, the Executive Committee and the Affiliate Transactions Committee. Mr. Ball is the Chief Financial Officer of Parsons Corporation, a global engineering and construction services company that was established in 1944. Mr. Ball joined Parsons in 1995 and has held varying positions of increasing responsibility and was promoted to Chief Financial Officer in 2008. Mr. Ball was formerly a senior accountant with Coopers & Lybrand LLP, now known as PricewaterhouseCoopers LLP. From July 2014 until December 2019, Mr. Ball served as a director of Wells Fargo Real Estate Investment Corporation, a publicly traded real estate investment trust, and was a member of its audit committee. Mr. Ball earned his B.S. in Accounting from Drexel University.

Director Qualifications: Mr. Ball’s background and experience as an executive in a large, multinational engineering and construction services company provides the Board with perspective on strategic, financial, compensation, management development and sales issues. Mr. Ball’s extensive experience and financial and accounting background as a chief financial officer provides the Audit Committee with valuable financial experience. Mr. Ball’s extensive financial experience and knowledge of compensation program design provide the Compensation Committee with valuable compensation experience.

Gary L. Forbes

Mr. Forbes, age 78, has served as a director since December 1991. Mr. Forbes serves on the Executive Committee, the Affiliate Transactions Committee, the Routine Transactions Committee and the Audit Committee. In addition, Mr. Forbes is our designated Audit Committee financial expert. Mr. Forbes was a Senior Vice President of Equus Total Return, Inc., an investment company, from November 1991 until his retirement in March 2010. Mr. Forbes was a director of Consolidated Graphics, Inc., a publicly traded commercial printing company, where he served on its audit committee, from 1993 until January 2014. Mr. Forbes previously served on the board of directors of Carriage Services, Inc., a publicly traded funeral services company, from May 2007 to February 2009. Mr. Forbes earned a B.B.A. in Accounting from the University of Texas at Austin and is a certified public accountant.

Director Qualifications: Mr. Forbes’ background has provided our Board of Directors with valuable financial and accounting expertise as our financial expert on the Audit Committee of our Board of Directors. Additionally, having served as a member of our Board of Directors since 1991, Mr. Forbes has a deep historical understanding of our business, operations and culture.

John J. Holland

Mr. Holland, age 72, has served as a director since November 2009. He serves on the Audit Committee, the Nominating & Corporate Governance Committee and the Affiliate Transactions Committee. Mr. Holland served as the President of the International Copper Association from February 2012 until his retirement in November 2015. The International Copper Association is a marketing association for the copper industry. Mr. Holland has been the President of Greentree Advisors, LLC since October 2004. Mr. Holland was the President, Chief Operating Officer and Chief Financial Officer of MMFX Technologies Corporation, a privately held steel manufacturing firm, from 2008 until 2009. Prior to that, Mr. Holland was the Executive Vice President and Chief Financial Officer of Alternative Energy Sources, Inc., an ethanol producer, from August 2006 until June 2008. Mr. Holland previously was employed by Butler Manufacturing Company, a producer of pre-engineered building systems, supplier of architectural aluminum systems and components and provider of construction and real estate services for the nonresidential construction market, from 1980 until his retirement in 2004. Prior to his retirement from Butler, Mr. Holland served as Chairman of the Board from 2001 to 2004, as Chief Executive Officer from 1999 to 2004 and as President from 1999 to 2001. Mr. Holland previously served as a director and on the audit committee of Cooper Tire & Rubber Co. until June 2021 upon its acquisition by Goodyear Tire and served as a director and on the audit and compensation committees of Saia, Inc. (formerly SCS Transportation, Inc.) from 2002 to 2020. Mr. Holland holds B.S. and M.B.A. degrees from the University of Kansas and is a certified public accountant.

Director Qualifications: Mr. Holland’s extensive career in the metal building industry, including his role as a chief executive officer of a public company, provides the Board with perspective on the particular strategic, manufacturing, sales and marketing, compensation and personnel issues faced by companies in our industry. Further, Mr. Holland’s extensive financial and accounting background as a former chief financial officer and a certified public accountant provides the Audit Committee with valuable financial expertise.

William E. Jackson

Dr. Jackson, age 59, has served as a director since May 2020. He serves on the Audit Committee and the Affiliate Transactions Committee. Dr. Jackson is the Chief Technology Officer of Amcor Plc Global Flexibles. Dr. Jackson previously served as the Chief Technology Officer of Bemis Company, a global manufacturer of packaging products, from March 2013 until June 2019 when it was acquired by Amcor Plc. From January 2008 to March 2013, Dr. Jackson worked at Dow Chemical Company, a global chemical producer. From 1992 to December 2007, Dr. Jackson worked at General Electric, a multinational conglomerate, and, from 1991 to 1992, Dr. Jackson worked with Shell Oil Company, a global oil company. Dr. Jackson earned his BA from The College of Wooster, and MS and Ph.D. from Stanford University.

Director Qualifications: Dr. Jackson’s experience in large, multinational companies in general, as well as in research and development in particular, provides our Board with insight into the new business innovation process and product development. Additionally, his role as an executive of other public companies brings to our Board valuable insight into the challenges faced by companies similar to the Company.

Wilbert W. James, Jr.

Mr. James, age 66, has served as a director since May 2019. Mr. James is a member of the Compensation Committee and the Affiliated Transactions Committee. Mr. James had a 30-year career with Toyota Motors, with his most recent role as President of Toyota Motor Manufacturing of Kentucky (July 2010 – December 2017). In that role, he led Toyota’s largest automotive manufacturing plant in the world and oversaw a nearly $6 billion operation, which employed over 7,500 people. Additionally, he championed quality initiatives for Toyota’s fourteen North American manufacturing plants. Mr. James currently serves as a director on the boards of Columbia Forest Products and Atkore International. Mr. James earned an Associates in Applied Science from Old Dominion, a Bachelor of Science in Mechanical Engineering Technology from Old Dominion University, as well as an honorary doctorate of engineering from the University of Kentucky and an honorary degree from the University of Pikeville in 2015.

Director Qualifications: Mr. James’ leadership roles in global manufacturing bring to our Board an understanding of the global business environment and valuable insight into the operations of large, complex manufacturing enterprises.

Daniel Janki

Mr. Janki, age 53, has served as a director since May 2019. Mr. Janki is a member of the Audit Committee and the Affiliated Transactions Committee. Mr. Janki has served as the Executive Vice President and Chief Financial Officer of Delta Airlines since July 2021. Prior to joining Delta, Mr. Janki was the Senior Vice President of Business Transformation at General Electric Company. Mr. Janki also serves as a board member for Junior Achievement, a national board member for BuildOn, and an advisory board member for the CFO RoundTable. Mr. Janki is a Certified Public Accountant. Mr. Janki earned degrees in Finance and Accounting from The Ohio State University.

Director Qualifications: Mr. Janki’s leadership role for a large, multinational conglomerate brings to our Board an understanding of the global business environment, business strategy, and financial management. Further, Mr. Janki’s background as a certified public accountant provides the Audit Committee with valuable financial expertise.

John Krenicki, Jr.

Mr. Krenicki, age 59, has served as lead director since November 2018. He serves on the Compensation Committee, serves as Chair of the Nominating & Corporate Governance Committee and Chair of the Executive Committee. Mr. Krenicki is a partner of Clayton, Dubilier & Rice, LLC. He served as Lead Director of Ply Gem Holdings, Inc. from April 2018 until November 2018 and is currently a Director at Devon Energy Corp. Mr. Krenicki served as Vice Chairman and as President and Chief Executive Officer of GE Energy (“GE”) from July 2005 until December 2012. His responsibilities included oversight of GE’s oil and gas, power and water and energy management businesses. He also serves as chairman of Brand Industrial Services, Inc., Wilsonart International Holdings LLC and Artera Services. He earned a B.S. degree in Mechanical Engineering from the University of Connecticut. He received an M.S. degree in Management from Purdue University.

Director Qualifications: Mr. Krenicki’s leadership roles in diverse manufacturing and services enterprises bring to our Board an understanding of the global business environment, investment judgment and valuable insight into the operations of large, complex manufacturing operations.

Rose Lee

Ms. Lee, age 56, has served as a director and as our Chief Executive Officer and President since September 2021. She serves on the Executive Committee. Prior to joining the Company, Ms. Lee was President of the DuPont Water & Protection business where she led a diverse business creating water, shelter and safety solutions for a more sustainable world. Ms. Lee joined DuPont in 2015 as Global Business Director, DuPont™ Kevlar® and Aramid Intermediates. In 2016, she assumed the role of President, DuPont Protection Solutions and was named President, Safety & Construction in 2017. Prior to joining DuPont, Ms. Lee held senior leadership positions at Saint-Gobain in several General Management positions serving construction, transportation, energy and defense sectors, as Strategy Director and CIO of North America region. Prior to Saint-Gobain, she held various engineering and management positions at Pratt & Whitney, a United Technologies company. She also was a Senior Consultant at Booz Allen Hamilton in New York City. Ms. Lee was a board member of Crown Holdings, Inc. until February 2022, and she is currently a board member of Honeywell. She has served as a member of the Economic Advisory Council for the Federal Reserve Bank of Philadelphia, Inc. and is a member of Women Corporate Directors, Philadelphia chapter. Ms. Lee earned a Bachelor of Science in aerospace engineering from Cornell University, a Master of Science in mechanical engineering from Rensselaer Polytechnic Institute and an M.B.A. from the Massachusetts Institute of Technology.

Director Qualifications: Ms. Lee brings senior management experience to the Board of Directors from her role as president of a global business segment of an NYSE-listed international manufacturing company. She also has corporate governance, ESG, and shareholder relations experience and brings a deep knowledge of operations, engineering and technology matters that provides the Board with operational expertise.

Timothy O’Brien

Mr. O’Brien, age 58, has served as a director since November 2018. He serves on the Nominating & Corporate Governance Committee. Mr. O’Brien has served as the President and Chief Executive Officer of Wilsonart Engineered Surfaces since January 2013. Prior to joining Wilsonart, Mr. O’Brien served as Vice President and General Manager of SABIC Innovative Plastic, responsible for the engineering resins business in the Americas and Europe. SABIC Innovative Plastics, a business unit of Saudi Basic Industries Corporation (“SABIC”), was founded in 2007 with the acquisition of GE Plastics. Prior to SABIC, Mr. O’Brien began his career at General Electric as a Sales Representative for GE Lighting. Throughout his 24-year career at GE, he also held roles of increasing responsibility in Sales, Production Management and General Management, including Vice President of Sales and Distribution Operations for the Asia Pacific, based in Singapore. Prior to GE Plastics, Mr. O’Brien served as Senior Vice President for Commercial Finance with GE Capital until 2003, running a global computer leasing business. Mr. O’Brien earned his Bachelor’s Degree from Northeastern University in Massachusetts and his MBA from Baldwin Wallace College in Ohio.

Director Qualifications: Mr. O’Brien’s leadership roles in global manufacturing bring to our Board an understanding of the global business environment and valuable insight into the operations of large, complex manufacturing operations. Mr. O’Brien is a CD&R Investor Nominee (as defined in the Stockholders Agreement).

Judith Reinsdorf

Ms. Reinsdorf, age 58, has served as a director since August 2021. She serves on the Compensation Committee and the Affiliate Transaction Committee. Ms. Reinsdorf served as Executive Vice President and General Counsel of Johnson Controls International, a global leader in building products and technology and integrated solutions, from September 2016 to November 2017, following its merger with Tyco International, where she served as Executive Vice President and General Counsel from March 2007 until September 2016. Prior to joining Johnson Controls, Ms. Reinsdorf served as General Counsel and Secretary of C.R. Bard, Vice President and Associate General Counsel of Pharmacia Corporation. Since September 2021, she has served on the board of directors for EnPro Industries and the board of directors for Nurix Therapeutics. Previously, she served on the board of directors of Alexion Pharmaceuticals until the acquisition by Astra Zeneca in 2021 and Dun & Bradstreet from 2013 until 2019 when it was taken private. Ms. Reinsdorf holds a B.A. from the University of Rochester and a J.D. from Cornell Law School.

Director Qualifications: Ms. Reinsdorf possesses strong expertise in corporate governance, risk management and legal matters. She has broad experience in strategic planning, global compliance, data privacy and regulatory matters, as well as extensive global and deep M&A experience, including leading legal functions at large U.S. public companies with global operations and in regulated industries.

Nathan K. Sleeper

Mr. Sleeper, age 48, has served as a director since October 2009. Mr. Sleeper serves on the Compensation Committee and the Executive Committee. Mr. Sleeper joined Clayton, Dubilier & Rice (“CD&R”) in 2000, and as of January 1, 2020, the Chief Executive Officer of CD&R. Mr. Sleeper serves on CD&R’s Investment Committee and as the chair of CD&R’s Executive Committee. Prior to Joining CD&R, he worked in the investment banking division of Goldman Sachs & Co. LLC at investment firm Tiger Management Corp. Mr. Sleeper also currently serves as a director of Beacon Roofing Supply, Inc., Brand Industrial Holdings, Inc. (parent entity of Brand Industrial Services, Inc.), Core & Main LP, Artera Services (formerly, PowerTeam Services LLC), CD&R Hydra Holdings, Inc. (parent entity of SunSource Holdings, Inc.) and White Cap. Mr. Sleeper previously served as a director of Atkore International Group Inc., CHC Group Ltd., Culligan Ltd, HD Supply Holdings, Inc., Hertz Global Holdings, Inc., Hussman International Inc., Ply Gem Parent, LLC, Roofing Supply Group, LLC, US Foods, Inc. and Wilsonart International Holdings LLC. Mr. Sleeper holds a B.A. from Williams College and an M.B.A. from Harvard Business School.

Director Qualifications: Mr. Sleeper’s broad experience in the financial and investment communities brings to our Board important insights into business strategy and areas to improve our financial performance. Mr. Sleeper is a CD&R Investor Nominee (as defined in the Stockholders Agreement).

Jonathan L. Zrebiec

Mr. Zrebiec, age 42, has served as a director since November 2009. Mr. Zrebiec is a partner of CD&R, the successor to the investment managing business of CD&R, Inc., which he joined in 2004. He serves on the Routine Transactions Committee and the Compensation Committee. Prior to joining CD&R, Inc., he was employed by Goldman, Sachs & Co. in the Investment Banking Division. He currently serves as a director of Wilsonart International Holdings LLC, Core & Main LP, SunSource Holdings, Inc. and White Cap. Mr. Zrebiec was a director of Roofing Supply Group, LLC from May 2012 to September 2015, Atkore International Group, Inc. from December 2010 to February 2016, Brand Industrial Services, Inc. from November 2013 to February 2020 and Hussmann International, Inc. from October 2011 to April 2016. Mr. Zrebiec holds a B.S. in Economics from the University of Pennsylvania and holds an M.B.A. from Columbia University.

Director Qualifications: Mr. Zrebiec’s experience in the financial and investing community provides our Board with insight into business strategy, improving financial performance and the economic environment in which we operate.

Information concerning the business experience of Ms. Rose Lee is provided under the section titled “Directors” above.

Alena S. Brenner

Ms. Brenner, age 45, has served as our Executive Vice President, General Counsel and Corporate Secretary since April 2021. Before joining the Company, Ms. Brenner was employed by Ryder System, Inc., where she advanced through various leadership roles since January 2012, most recently serving as Vice President and Deputy General Counsel. Prior to joining Ryder System, Inc., Ms. Brenner served as Legal Director, Commercial and M&A for Anheuser-Busch InBev from July 2010 to January 2012. Ms. Brenner began her legal career at Hunton Andrews Kurth LLP from September 2001 to July 2010. Ms. Brenner has a B.S. from Cornell University and a J.D. from Fordham University School of Law.

James F. Keppler

Mr. Keppler, age 54, has served as our Executive Vice President, Operations since September 2020. Mr. Keppler was employed by Whirlpool Corporation (“Whirlpool”) from 2011 to 2020, where he served as Vice President, Integrated Supply Chain & Quality and was responsible for North American manufacturing, logistics, sales and operations planning, trade partner customer service and quality functions. Prior to joining Whirlpool, Mr. Keppler served as Senior Vice President, North American Operations for International Automotive Components from 2007 to 2011, with responsibility for manufacturing operations of all facilities in the US, Canada and Mexico. Mr. Keppler earned a master’s degree from GMI Engineering & Management Institute and a bachelor’s degree from Purdue University.

Jeffrey S. Lee

Mr. Lee, age 53, has served as Executive Vice President, Chief Financial Officer since June 2019. Mr. Lee has also served as interim Chief Accounting Officer and Treasurer from July 2020 until February 2021, when his appointment as Chief Accounting Officer was made permanent. Mr. Lee was employed by Wilsonart International Holdings LLC (“Wilsonart”) from 2014 to 2019, where he served as Vice President and Chief Financial Officer and was responsible for the accounting and finance functions as well as providing overall financial guidance and support for the company. Prior to joining Wilsonart, Mr. Lee served as Senior Vice President, Chief Financial Officer for Contech LLC from 2007 to 2014 and was responsible for the accounting, finance and information technology functions. Mr. Lee has a B.S. from University of Utah in Accounting and an M.B.A. from Duke Fuqua School of Business.

Katy K. Theroux

Ms. Theroux, age 53, has served as our Executive Vice President and Chief Human Resources Officer since November 2018. Ms. Theroux served as our Executive Vice President, Corporate Marketing and Chief Human Resources Officer from July 2017 to November 2018 and as our Vice President, Chief Human Resources officer from September 2014 to June 2017. Before joining the Company, Ms. Theroux was employed by 1WorldSync, a joint venture of GS1 US, where she served as Chief Marketing and Administrative Officer from 2012 to 2013. Prior to this joint venture, Ms. Theroux served as Senior Vice President, Customer Engagement & Solutions for its parent, GS1 US from 2007 to 2012 and was responsible for customer support, marketing, human resources and shared services. Ms. Theroux also served as its Chief Human Resources Officer from 2006 to 2012. Ms. Theroux served as Chairman of the Board of Peirce College until June 2015. Ms. Theroux has a B.S. from Syracuse University and an M.B.A. from Saint Peter’s University.

Board of Directors

Board Committees

Our Board has six standing committees — the Executive Committee, the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, the Affiliate Transactions Committee and the Routine Transactions Committee. Each of the six committees regularly discusses with the Board at Board meetings the work it has performed to fully discharge its responsibilities, and it may also report to the Board at any time regarding any matter it deems of sufficient importance. Below is a table disclosing our Board and committee compositions as of April 25, 2022.

Executive Committee

The Executive Committee is generally authorized to act on behalf of our Board between scheduled meetings of our Board, except as provided by the Stockholders Agreement and by our Bylaws, to the fullest extent permitted by Delaware corporate law. However, the Executive Committee does not have the authority to approve amendments to our charter or Bylaws or specified extraordinary corporate transactions. The Executive Committee operates under a charter adopted by our Board, a copy of which is available on our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability — Governance — Governance Documents.”

As of the end of Fiscal 2021, the members of the Executive Committee were Mr. Krenicki, Ms. Affeldt, Mr. Ball, Mr. Forbes, Ms. Lee, Mr. James S. Metcalf and Mr. Sleeper, with Mr. Krenicki serving as the Chair. The Executive Committee did not meet during the fiscal year ended December 31, 2021. Mr. Metcalf retired from the Board, and ceased to serve on the Executive Committee, effective March 31, 2022.

Audit Committee

The Audit Committee is responsible for engaging and discharging the independent auditors, as well as monitoring audit functions and procedures. The Audit Committee also provides assistance to the Board regarding its oversight of the Company’s financial statements, accounting, risk management and internal control practices. This also serves to provide confidence in the integrity of our publicly reported financial results and disclosures. In discharging its duties, the Audit Committee has the authority to retain independent legal, accounting and other advisors and has the sole authority to appoint, retain, replace or terminate the independent auditor.

As of the end of Fiscal 2021, the members of the Audit Committee were Mr. Forbes, Mr. Ball, Mr. Holland, Dr. Jackson and Mr. Janki, with Mr. Forbes serving as the Chair. Effective January 1, 2022, Mr. Ball replaced Mr. Forbes as the Chair of our Audit Committee. The Audit Committee met seven times during the fiscal year ended December 31, 2021.

The Audit Committee is composed solely of directors who are independent, have the requisite financial literacy to serve on the Audit Committee, as determined by our Board, and whom our Board has determined are “independent” under the listing standards of the NYSE and the rules and regulations of the SEC, including the heightened independence standards for Audit Committee members under Section 303A.06 of the NYSE Listed Company Manual, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10A3 promulgated thereunder.

Our Board, after reviewing all of the relevant facts, circumstances and attributes, has determined that Mr. Ball, the Chair of our Audit Committee, and Mr. Forbes are each an “audit committee financial expert” as defined by Item 407 (d)(5)(ii) of Regulation S-K.

The Audit Committee operates under a written Audit Committee Charter adopted by our Board. Our Board adopted an amended and restated Audit Committee Charter in Fiscal 2021. The amendments, among other things, clarify the Audit Committee’s responsibilities in light of applicable legal requirements. A copy of the amended and restated Audit Committee Charter is available on our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability, Governance — Governance — Governance Documents.”

Compensation Committee

The Compensation Committee is responsible for reviewing and making recommendations to our Board on all matters relating to compensation and benefits provided to executive management. The Compensation Committee also helps oversee the Company’s policies and strategies related to talent management and development for executive and senior management. Per SEC regulations, the Committee prepares a report of its compensation review and recommendations in the Company’s annual proxy statement. The Compensation Committee is permitted to delegate its authority on all matters for which it is responsible to subcommittees consisting of one or more members. The Compensation Committee met six times during the fiscal year ended December 31, 2021.

As of the end of Fiscal 2021, the members of the Compensation Committee were Ms. Affeldt, Mr. Ball, Mr. James, Mr. Krenicki, Ms. Reinsdorf, Mr. Sleeper and Mr. Zrebiec, with Ms. Affeldt serving as the Chair. The Compensation Committee is comprised solely of directors who are independent.

The Compensation Committee operates under a Compensation Committee Charter adopted by our Board. Our Board adopted an amended and restated Compensation Committee Charter in Fiscal 2021. The amendments, among other things, (i) provide more specificity about the categories of employees and officers that the Compensation Committee is charged with overseeing and (ii) charge the Compensation Committee with overseeing talent management, including workplace diversity and inclusion and employee engagement. A copy of the amended and restated Compensation Committee Charter is available on our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability — Governance — Governance Documents.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is responsible, subject to and in accordance with the Stockholders Agreement, for recommending qualified candidates to serve on our Board and evaluating, implementing and overseeing the standards and guidelines for the governance of the Company, including monitoring compliance with those standards and guidelines, as well as overseeing succession planning and evaluating the performance of the Board.

As of the end of Fiscal 2021, the members of the Nominating and Corporate Governance Committee were Mr. Krenicki, Ms. Affeldt, Mr. Holland and Mr. O’Brien, with Mr. Krenicki serving as the Chair. The Nominating and Corporate Governance Committee met four times during the fiscal year ended December 31, 2021.

The Nominating and Corporate Governance Committee operates under a Nominating and Corporate Governance Committee Charter adopted by our Board. Our Board adopted an amended and restated Nominating and Corporate Governance Committee Charter in Fiscal 2021. The amendments, among other things, (i) allocate a number of oversight responsibilities related to Environmental, Social and Governance (“ESG”) matters to the Nominating and Corporate Governance Committee and (ii) charge the Nominating and Corporate Governance Committee with reviewing emerging ESG trends. A copy of the amended and restated Nominating and Corporate Governance Committee Charter is available on our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability — Governance — Governance Documents.” Our Corporate Governance Guidelines adopted by our Board, a copy of which is available at our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability, Governance,” include the criteria our Board believes are important in the selection of director nominees.

Pursuant to and in accordance with the Stockholders Agreement, for so long as the CD&R Investors own at least 7.5% of the outstanding shares of Company common stock, the CD&R Investors are entitled to nominate for election, fill vacancies and appoint replacements for a number of Board members in proportion to the CD&R Investors’ percentage beneficial ownership of outstanding Company common stock, but never to exceed one less than the number of independent, non-CD&R-affiliated directors serving on the Board (the “CD&R Investor Director Number”). At each annual meeting or special meeting of stockholders at which any directors of the Company are to be elected, the Company will take all corporate and other actions necessary to cause the applicable CD&R Investors’ nominees or designees to be nominated for election to our Board and we will solicit proxies in favor of the election of such nominees or designees to be elected at such meeting.

Further, pursuant to and in accordance with the Stockholders Agreement, for so long as stockholders unaffiliated with the CD&R Investors own in the aggregate at least 7.5% of the voting power of the Company, our Board at all times must be comprised of (i) the Chief Executive Officer of the Company, (ii) such number of CD&R Investor Directors (as defined in the Stockholders Agreement), not to exceed the CD&R Investor Director Number, (iii) directors who will not be appointed or designated by the CD&R Investors and will be independent of both the CD&R Investors and the Company (the “Independent Non-CD&R Investor Directors”), and (iv) up to one (1) additional director that is not a CD&R Investor Director or the Chief Executive Officer of the Company (the “Unaffiliated Shareholder Director”), who upon election would not be an Independent Non-CD&R Investor Director, provided that if the election or appointment of such person would have the effect of reducing the CD&R Investor Director Number, no such person shall be nominated or appointed without the approval of the CD&R Investor Directors.

Further, pursuant to the Stockholders Agreement, for so long as the CD&R Investor Voting Interest (as defined in the Stockholders Agreement) is at least 20% of the voting power of the Company, the CD&R Investors are entitled to representation proportionate to the CD&R Investor Voting Interest (rounded to the nearest whole number) on all committees of the Board, provided that, notwithstanding the foregoing, the CD&R Investors are entitled to have a minimum of one (1) CD&R Investor Director serving on each committee of the Board, subject to applicable restrictions set forth in the Stockholders Agreement, applicable law and New York Stock Exchange rules.

Pursuant to the Stockholders Agreement, the CD&R Directors who are members of the Nominating and Corporate Governance Committee (or, if none serve thereon, the remaining CD&R Directors or, if no CD&R Directors remain in office, the CD&R Investors) have the right to designate the CD&R Investor Director(s) to serve as members of a board committee, and the Unaffiliated Shareholder Directors shall have the right to designate the Unaffiliated Shareholder Director to serve as a member of a committee, in each case in accordance with Section 3.1(e)(i) of the Stockholders Agreement.

In identifying and evaluating nominees for director other than directors appointed by the CD&R Investors pursuant to the Stockholders Agreement, the Nominating and Corporate Governance Committee first looks at the overall size and structure of our Board to determine the need to add or remove directors and to determine if there are any specific qualities or skills that would complement the existing strengths of our Board, taking into account the overall diversity of the Board and its committees.

The Board codified standards for directors in the Board’s Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter. The Corporate Governance Guidelines provide that our Board should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to our operations and interests. The Corporate Governance Guidelines also provide that at all times a majority of the Board must be “independent directors” as defined from time to time by the listing requirements of the NYSE and any specific requirements established by the Board. Each director also is expected to:

In evaluating candidates for our Board, our Board considers the Company’s priorities related to our culture and social sustainability objectives, with a focus on age, race, gender, and other forms of diversity in the composition of our Board. Our Board seeks candidates that reflect and support our efforts to create a work environment that is diverse, inclusive and equitable, and to benefit from the variety of experiences and backgrounds that diverse members bring to our organization.

In addition, our Board has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of its oversight of the Company. To that end, our Board places a premium on its members’ professional experience in positions such as a senior manager, chief operations officer, chief financial officer, or chief executive officer of a relatively complex organization such as a corporation, university, or foundation. Ultimately, our Board believes it should be comprised of persons with skills in areas that may include some of the following: finance; manufacturing; sales and marketing; strategic planning; engineering and innovation processes; development of strategies for sustainability; human resources; safety; corporate social responsibility; corporate governance; regulatory and compliance; legal; international business; and information technology and cybersecurity. The age at the time of election of any nominee for director should be such to assure a minimum of three years of service as a director.

In addition to the targeted skill areas, the Nominating and Corporate Governance Committee looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to our Board, including:

As part of its periodic self-assessment process, our Board annually determines the diversity of specific skills and experiences necessary for the optimal functioning of our Board in its oversight of the Company over both the short and long term.

The Corporate Governance Guidelines state our policy regarding the director selection process that requires the Nominating and Corporate Governance Committee to review the skills and characteristics that the Board seeks in its members individually and in relation to the composition of our Board as a whole, taking into account the overall diversity of the Board and its committees. As part of this process, the Board will assess the skill areas currently represented on our Board and those skill areas represented by directors expected to retire or leave our Board in the near future against the target skill areas established annually by our Board, as well as recommendations of directors regarding skills that could improve the overall quality and ability of our Board to carry out its function.

The Nominating and Corporate Governance Committee then establishes the specific target skill areas, characteristics or experiences that are to be the focus of a director search, if necessary. Specific qualities or experiences could include matters such as experience in our industry, financial or technological expertise, experience in situations comparable to ours (e.g., growth companies, companies that have grown through acquisitions, or companies that have restructured their organizations successfully), leadership experience and relevant geographical experience. The Board’s current composition reflects diversity in skills and experiences.

The Nominating and Corporate Governance Committee uses multiple sources for identifying and evaluating nominees for directors other than directors appointed by the CD&R Investors pursuant to the Stockholders Agreement, including referrals from our current directors and management, as well as input from third-party executive search firms. The Chair of the Nominating and Corporate Governance Committee and our Chair of the Board will then interview qualified candidates. Qualified candidates are then invited to meet the remaining members of the Nominating and Corporate Governance Committee. The remaining directors also have an opportunity to meet and interview qualified candidates. The Nominating and Corporate Governance Committee then determines, based on the background information and the information obtained in the interviews, whether to recommend to the Board that a candidate be nominated to our Board.

The Nominating and Corporate Governance Committee will consider qualified nominees recommended by stockholders. Stockholders may submit recommendations to the Nominating and Corporate Governance Committee in care of our Chair of the Board and Corporate Secretary at 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513 in the form and timing provided in our Bylaws. Subject to the requirements of the Stockholders Agreement described above, nominees for director who are recommended by our stockholders will be evaluated in the same manner as any other nominee for director.

Nominations by stockholders for seats on the Board not required to be filled by the CD&R Investors’ designees may also be made at an annual meeting of stockholders in the manner provided in our Bylaws. Our Bylaws provide that a stockholder entitled to vote for the election of directors may make nominations of persons for election to our Board at a meeting of stockholders by complying with required notice procedures. To be timely, nominations must be received at our principal executive offices not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. If, however, the date of the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to the annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10 day following the day on which the public announcement of the date of such meeting is first made by us.

The notice must specify:

We may require that the proposed nominee furnish us with other information as we may reasonably request to assist us in determining the eligibility of the proposed nominee to serve as a director. At any meeting of stockholders, the presiding officer may disregard the purported nomination of any person not made in compliance with these procedures.

Affiliate Transactions Committee

The Affiliate Transactions Committee is responsible for reviewing, considering and approving certain transactions between both the Company and its controlled affiliates, on the one hand, and the CD&R Investors and their affiliates, on the other hand. This committee is made up of (x) the Unaffiliated Shareholder Directors then in office and (y) one CD&R Investor Independent Director (as defined in the Stockholders Agreement), if a CD&R Investor Independent Director is then serving on the Board, and otherwise, the Chief Executive Officer of the Company serving as a director on the Board.

As of the end of Fiscal 2021, the members of the Affiliate Transactions Committee were Ms. Affeldt, Mr. Ball, Mr. Forbes, Mr. Holland, Dr. Jackson, Mr. James, Mr. Janki and Ms. Reinsdorf. The Affiliate Transactions Committee has no chair. The Affiliate Transactions Committee did not meet during Fiscal 2021.

The Affiliate Transactions Committee operates under an Affiliate Transactions Committee Charter adopted by our Board, a copy of which is available on our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability — Governance — Governance Documents.”

Routine Transactions Committee

The Routine Transactions Committee is responsible for reviewing, considering and approving the following proposed transactions: (i) expenditures of capital or other assets outside the ordinary course and not part of the annual capital expenditure plan; (ii) mergers or acquisitions; (iii) non-ordinary course asset divestitures; (iv) any non-ordinary course joint ventures or similar arrangements with third-parties; and (v) certain hedging transactions. On February 27, 2019, the Board delegated to the Routine Transactions Committee the authority to oversee the Company’s Derivatives Use Policy, which governs the Company’s objectives, policies, procedures and practices to manage exposure to interest rate, currency and commodity risk positions.

As of the end of Fiscal 2021, the members of the Routine Transactions Committee are Mr. Ball, Mr. Forbes and Mr. Zrebiec, with Mr. Ball serving as the Chair. The Routine Transactions Committee met four times during the fiscal year ended December 31, 2021.

The Routine Transactions Committee operates under a Routine Transactions Committee Charter adopted by our Board, a copy of which is available on our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability — Governance — Governance Documents.”

Corporate Governance

Our Board has adopted Corporate Governance Guidelines to provide guidance on corporate governance matters. A copy of these guidelines is available at our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability — Governance — Governance Documents.” These guidelines provide a framework for our corporate governance initiatives and cover topics including, but not limited to, director qualification and responsibilities, Board composition, director compensation and management and succession planning. The Nominating and Corporate Governance Committee is responsible for overseeing and reviewing the guidelines and reporting and recommending to our Board any changes to the guidelines. During Fiscal 2021, our Board adopted amended and restated Corporate Governance Guidelines. The amendments to the Corporate Governance Guidelines, among other things, add a summary of the key oversight responsibilities of the Board, which clarifies the Board’s role in overseeing key areas of interest to stockholders, institutional investors and proxy advisors, such as oversight of risk management, ESG matters, and the Company’s long-term strategy. The amendments also reflect the Board and the Company’s increased commitment to diversity and board refreshment. Our Board is committed to ensuring that the Board is comprised of directors with an appropriate mix of skills, experiences and backgrounds to meet both the Board’s current and long-term needs.

You may obtain copies of the charters for our Audit Committee, Compensation Committee, Executive Committee, Affiliate Transactions Committee, Nominating and Corporate Governance Committee and Routine Transaction Committee, and our Corporate Governance Guidelines, free of charge, from our website at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability — Governance — Governance Documents” or by writing to us at Cornerstone Building Brands, Inc., 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513, Attention: Investor Relations, Tina Beskid.

Our Board has adopted a Code of Conduct, which is designed to help officers, directors and employees resolve ethical issues in an increasingly complex business environment. The Code of Conduct is applicable to all of our officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller and other persons performing similar functions. The Code of Conduct covers topics, including but not limited to, conflicts of interest, confidentiality of information and compliance with laws and regulations.

Our Code of Conduct is available, free of charge, on our website, along with other corporate governance information, at www.cornerstonebuildingbrands.com under the heading “Investors — Sustainability — Governance — Governance Documents.” You may also obtain a copy by writing to Investor Relations at the address above.

Waivers from our Code of Conduct are discouraged, and any waivers from the Code of Conduct that relate to any officer or director must be approved by our Board, and will be disclosed to the fullest extent as required by law and will be posted on our website at www.cornerstonebuildingbrands.com within four business days of any such waiver.

The Board’s Role in Risk Oversight

The Board has ultimate responsibility for risk oversight. Management is responsible for the day-to-day management of the risks we face. The Board and its committees provide active oversight in connection with those efforts of the management, with a particular focus on ensuring that the Company’s risk management practices are adequate. Such risk management practices involve designing or updating policies with respect to compliance, cybersecurity, data privacy, climate and succession planning. Specific risk management activities performed or to-be performed by management include: identifying and prioritizing risk and risk controls related to significant business activities; monitoring the emergence and onset of certain key risks; and reviewing and determining the sufficiency of risk identification, the balance of potential risk to potential reward, the appropriate manner in which to control risk, and the support of the programs discussed below and their risk to company strategy. In Fiscal 2021, the Company implemented new enterprise-wide risk management processes, which include a multi-factor, qualitative and quantitative process to assess the likelihood, timing and impact of risks. The Board implements its risk oversight responsibilities by having management provide periodic briefing and informational sessions on the significant voluntary and involuntary risks that the Company faces and how the Company is seeking to control risk if and when appropriate. The Executive Committee monitors risks identified through the Company’s enterprise-wide risk management process and oversees periodic Board review of enterprise-wide risks. The Audit Committee oversees management’s implementation and maintenance of the Company’s enterprise-wide risk management process, as well as risks related to, among other things, financial reporting, internal controls, compliance, cybersecurity and data protection. The Compensation Committee oversees risk related to, among other things, the Company’s compensation policies and programs as well as talent management and development initiatives. The Nominating and Governance Committee oversees risk related to, among other things, the Company’s corporate governance structure, policies and practices, including ESG and corporate social responsibility matters, the Board’s composition, succession planning and the Company’s culture. Presentations and other information for the Board and Board committees generally identify and discuss relevant risk and risk control; and the Board members assess and oversee the risks as a part of their review of the related business, financial, or other activity of the Company.

Risk Analysis of Our Compensation Plans

Frederic W. Cook (“F.W. Cook”) was engaged by the Compensation Committee to assist with the assessment of risk arising from the Company’s compensation programs and policies. F.W. Cook’s assessment covered each material element of the executive compensation programs, including our compensation mix of (i) fixed components like salary and benefits, (ii) annual incentives that reward overall financial performance and (iii) a portfolio approach for service-based and performance-based equity awards. Based on these assessments, the Company concluded that our policies and practices do not create risk that is reasonably likely to have a material adverse effect on the Company or to encourage excessive and unnecessary risk taking by executive officers or other employees, because these programs are designed to encourage employees to remain focused on both our short- and long-term operational and financial goals. F.W. Cook’s assessments also took into account that our compensation opportunities are generally measured by a variety of performance metrics, include a pay mix that is balanced between cash and equity, entail annual reviews of executives which impact annual merit increases, establish goal setting, payout curves, including caps on awards and also incorporate risk mitigation policies such as stock ownership guidelines or anti-hedging/anti-pledging restrictions and clawback policies.

Sustainability

We published our first ESG report in April 2022. The report documents our progress toward our ESG objectives and outlines what we aspire to achieve in the future. As we continue our journey to become a premier exterior building solutions company in North America, we recognize our responsibility to increase our positive impact on ESG issues affecting our society and the world while strengthening and expanding our core value of safety to our employees, customers and communities.

This belief is embodied in our business strategy, which serves as a guidepost for building our capabilities to becoming a customer-first, solutions-driven company. We aim to focus on the responsible, sustainable solutions our services and products can offer while, in parallel, evaluating our environmental footprint, creating a safe and inclusive work environment for our employees, and improving the communities we serve.

We are dedicated to constantly improving the sustainability of our solutions through operational efficiencies that reduce our environmental impact and increase the life cycle and recyclability of our products. We believe recyclable and environmentally favorable products help conserve natural resources and reduce our products’ overall environmental impact. We operate lean manufacturing processes to reduce, reuse and recycle waste where possible through both internal initiatives and in partnership with suppliers and other third-party vendors.

We are mindful of the harmful effects of global climate change and the contributions to climate change from our manufacturing operations, the transportation and distribution of products, and the end-use of building construction products. Looking ahead, we will set targets across our business to reduce our energy consumption and greenhouse gas emissions while continuing to develop more environmentally sustainable products that can withstand changes in the environment related to climate change. In 2021, with the help of third-party platforms, we began collecting and analyzing utility provider data (i.e., electricity, natural gas and water) to assist with energy procurement and market advisory, calculate our baseline greenhouse gas emissions, implement demand-side energy efficiency opportunities, and assist with ESG reporting.

In 2021, we created vital frameworks required to support our ongoing ESG work. We established board oversight of ESG; hired experienced, dedicated ESG leaders; created an ESG council; and updated our ESG website hub with our recently-published ESG report. We continue to engage with our stakeholders to regularly communicate progress, share meaningful ESG achievements and stories, and outline future ESG priorities and goals. These robust governing mechanisms ensure that our ESG efforts are never an afterthought but instead an essential part of Cornerstone Building Brands’ business and culture.

Human Capital Management

Talent acquisition, engagement and retention is one of our highest priorities because our employees design and build our exterior building products for our customers. Our core values guide us in creating the environment where we can all win together. This starts with our emphasis on occupational health, safety and employee wellbeing in our operations. To attract and retain the best employees, we focus on providing competitive pay and benefits. We provide benefit programs with the goal of improving the physical, mental and financial wellness of our employees throughout their lifetime. Some examples in the U.S. include base and variable pay, medical and dental coverage, paid time off and retirement saving plans with a Company match. We also offer a broad range of benefits to support our employees wanting to expand their families, including adoption benefits and infertility treatment benefits. We continually review wages to ensure we are fair, equitable, competitive and can attract and retain the best talent. We recruit our talent from a wide range of industries and use many different methods to attract a diverse pool of applicants including community job fairs, job boards, social media, and employee or community agency referrals. We commit to creating a safe and inclusive work environment for our employees. Embracing all employees and applicants, no matter their background, race, age, sexual orientation and identity, and delivering a transparent, fair and engaging experience across the organization are both core to our talent management strategy.

Diversity, Equity & Inclusion (“DE&I”) is foundational to the successful execution of our business strategy. Building a strong, growing organization begins with our employees, a team comprised of people from many backgrounds, each adding a unique and valued contribution to the success of our organization. In Fiscal 2020, we established a DE&I Council (the “Council”) to support our purpose, mission and core values to have a culture and work environment that is diverse, equitable and inclusive. The Council’s responsibilities include defining DE&I metrics, benchmarking, providing education and training to employees, seeking employee feedback and building engagement, as well as evaluating current Company initiatives with a DE&I mindset. In Fiscal 2021, to further support our employees and integrate DE&I into our Company culture, we formed various employee resource groups for women, people of color, LGBTQ+ and veterans, providing employees with opportunities to express opinions, develop professional skills, find peer support and mentorship, and increase overall engagement through a tangible sense of belonging.

Cybersecurity and Data Privacy

Our cybersecurity policy applies to all of our employees, contractors, consultants, third-party service providers and vendors. Our core cybersecurity objectives are related to the overall protection of systems, people, assets, data and security. Our cybersecurity policy contains preventative and detective measures to protect against cyber-attacks that seek to (i) acquire confidential information, (ii) corrupt, damage or destroy information and systems and (iii) flood network resources to render them unavailable. Our employees are required to participate in regular cyber security awareness campaigns along with annual cyber security, privacy and information training.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our directors and officers and persons who beneficially own more than 10% of any of our equity securities to file initial reports of ownership and reports of changes in ownership with the SEC. Our employees prepare these reports for our directors and executive officers who request it on the basis of the information obtained from them and from the Company’s records. Our directors and officers are required by the Exchange Act to furnish us with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on our review of the copies of the forms received by us with respect to Fiscal 2021, or written representations from the reporting persons, we believe that all Section 16(a) executive officers, directors and greater than 10% beneficial stockholders of the Company complied with applicable Section 16(a) requirements during Fiscal 2021.