2021 Owens Corning Sustainability Report | Our Approach | Board Leadership | 52 The board has five committees: ■ Audit committee. ■ Compensation committee. ■ Executive committee. ■ Finance committee. ■ Governance and nominating committee. Information about these committees and their responsibilities can be found in the Board and Committee Membership section of our 2022 Proxy Statement and on the Owens Corning website. Current Leadership Structure Brian D. Chambers assumed the chief executive role in April 2019, and became board chair in April 2020. In April 2021, Suzanne P. Nimocks began a two-year term as lead independent director. The board of directors has complete access to the company’s management, with an ongoing ability to review the board’s leadership structure and make changes as it deems necessary and appropriate. This gives them the flexibility to meet varying business, personnel, and organizational needs over time. All board members, other than our board chair and CEO, are independent under all applicable legal, regulatory, and stock exchange requirements. Six board members have relevant experience in industrials and materials sectors where our products are sold. Average tenure on the board is currently six years. The board believes that the current and future leadership structure is appropriate for Owens Corning considering our company’s governance structure, current needs, and business environment, as well as the unique talents, experiences, and attributes of the individuals in these roles. More information about the individual board members and their competencies can be found in our most recent Proxy Statement. The board of directors met five times in 2021. Board and board committee meetings had attendance rates of 99%. Each of our directors attended at least 75% of the meetings of the board and the board committees on which he or she served. In 2021, the non-management directors met in executive session five times. Our lead independent director (LID) presides over all executive sessions of the board meetings attended by the LID. Nomination and Selection of Qualified Board Members The board of directors is responsible for nominating candidates to the board, who are then elected by stockholders. They also fill vacancies that may occur between annual meetings of stockholders. Owens Corning has formal procedures in place for the nomination and selection of potential board members. The governance and nominating committee is authorized to recommend only those candidates who meet our Director Qualification Standards. For a company director to be considered independent, the board of directors must affirm that the individual has no direct or indirect relationship with the company other than as director. Nominees for director are selected based on a wide range of criteria, including: ■ Experience. ■ Knowledge. ■ Skills. ■ Expertise. ■ Mature judgment. ■ Acumen. ■ Character. ■ Integrity. ■ Diversity. ■ The ability to make analytical inquiries. ■ Understanding of the company’s business environment. ■ Willingness to devote adequate time and effort to board responsibilities. As outlined in our bylaws, each board member is elected individually on an annual basis and must receive the majority of the votes. All our current non-executive directors have no more than four additional mandates to public boards, as required by our qualification standards. The governance and nominating committee examines principal skills to evaluate the director’s experience and qualifications to serve as director. With respect to sustainability, the committee assesses experience in or management responsibility for furthering sustainable business practices that address environmental, social, or ethical issues. Nine of our current board members demonstrate this skill. Because we believe diversity enhances the board’s ability to manage and direct the company, the committee considers diversity when identifying director nominees, as required by its charter and corporate governance guidelines. In this context, diversity refers to gender, race, ethnicity, nationality, national origin, or other elements of an individual’s identity. The effectiveness of this process is assessed annually by the full board as part of its self-evaluation process.