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  Owens Corning

Board of Directors
Board Members Audit Compensation Governance
and Nominating
Executive Finance
Norman P. Blake, Jr. C   X X  
Gaston Caperton   X   X C
William W. Colville     X   X
Ralph F. Hake X C   X  
F. Philip Handy   X     X
Landon Hilliard*       X*  
Ann Iverson X X      
David J. Lyon         X
James J. McMonagle   X     X
W. Howard Morris X   X    
Joseph F. Neely X X      
W. Ann Reynolds X   C X  
Robert B. Smith, Jr.     X   X
Michael H. Thaman       C  
Daniel K. K. Tseung X   X    

C = Committee Chairman        X = Committee Member        * Lead Independent Director

Committee Charters:
1. Audit Committee
2. Compensation Committee
3. Governance and Nominating Committee
4. Executive Committee
5. Finance Committee

Independence
It is the policy of Owens Corning that the Board of Directors consist of a majority of directors who are independent under all applicable legal, regulatory and stock exchange requirements (“Independent Directors”). The Board of Directors has adopted Director Qualification Standards to assist it in making determinations of independence.

Lead Independent Director
Owens Corning has adopted a Lead Independent Director governance structure, under which a Lead Independent Director is elected by a majority of the Independent Directors to perform the duties and responsibilities outlined in the Charter of Lead Independent Director for Owens Corning. Landon Hilliard currently serves as Lead Independent Director.

Executive Sessions
The non-management directors of Owens Corning meet in executive session without management on a regularly scheduled basis, but no less than three times a year. The Lead Independent Director presides over these executive sessions.

Communications
Any party desiring to communicate with the Lead Independent Director and the other non-management directors regarding the company may contact such directors by sending an email to non-managementdirectors@owenscorning.com.

Code of Conduct
The Board of Directors has adopted a Directors' Code of Conduct applicable to directors.



Norman P. Blake, Jr.

Director since 1992

Mr. Blake is former chairman, president and chief executive officer of Comdisco, Inc. A graduate of Purdue University, Mr. Blake also previously has served as chief executive officer of the United States Olympic Committee; chairman, president and chief executive officer of Promus Hotel Corporation; chairman, president and chief executive officer of USF&G Corporation; chairman, president and chief executive officer of Heller International Corporation of Chicago; and executive vice president - financing operations, General Electric Credit Corporation, General Electric Company. Mr. Blake is a member of the Purdue Research Foundation, Purdue University's President's Council and Dean's Advisory Council, Krannert School of Management. He received his bachelor's and master's degrees from Purdue University and is the recipient of the degree of Doctor of Economics honoris causa from Purdue University, granted jointly by the Krannert School of Management and School of Liberal Arts. He has also been awarded The Ellis Island Medal of Honor.

Gaston Caperton

Director since 1997

Mr. Caperton is president and chief executive officer of The College Board, a not-for-profit educational association located in New York, New York, and former governor of the State of West Virginia. A graduate of the University of North Carolina, Mr. Caperton began his career in a small insurance agency, became its principal owner and chief operating officer, and led the firm to become the tenth largest privately-owned insurance brokerage firm in the U.S. He also has owned a bank and mortgage banking company. Mr. Caperton was elected governor of West Virginia in 1988 and 1992. In 1997, Mr. Caperton taught at Harvard University as a fellow at the John F. Kennedy Institute of Politics. Prior to beginning his current position in mid-1999, Mr. Caperton also taught at Columbia University, where he served as director of the Institute on Education and Government at Teachers College. Mr. Caperton is a director of United Bankshares, Inc., Energy Corporation of America, and Prudential Financial. He was the 1996 chair of the Democratic Governors' Association, and served on the National Governors' Association executive committee and as a member of the Intergovernmental Policy Advisory Committee on U.S. Trade. He also was chairman of the Appalachian Regional Commission, Southern Regional Education Board, and the Southern Growth Policy Board.

William W. Colville

Director since 1995

Mr. Colville retired from Owens Corning after serving as the company's senior vice president, general counsel and secretary. A graduate of Yale University and the Columbia University Law School, Mr. Colville began his career at Owens Corning in 1984 as senior vice president and general counsel. Prior to joining Owens Corning, he was president of the Sohio Processed Minerals Group from 1982 to 1984, and general counsel of Kennecott Corporation from 1980 to 1982. Mr. Colville is also a director of Nordson Corporation.

Ralph F. Hake

Director since 2006

Mr. Hake is the former chairman and chief executive officer for the Maytag Corporation. Prior to joining Maytag, he was executive vice president and CFO for Fluor Corporation, a $10 billion California-based engineering and construction company. Mr. Hake also served for 12 years, from 1987 to 1999, in executive positions at Whirlpool Corporation. The positions held by Mr. Hake included: senior executive vice president of global operations; chief financial officer; president of the Whirlpool Bauknecht Appliance Group; and leader of the North American region operations for five years. Prior to joining Whirlpool, Mr. Hake served in various corporate strategic and financial positions at the Mead Corporation of Dayton Ohio. Mr. Hake also served on the board of directors for the National Association of Manufacturers and was chairman of the group's taxation and economic policy group. He currently serves on the board of directors of ITT Corporation. He received an M.B.A. from the University of Chicago and an undergraduate degree from the University of Cincinnati.

F. Philip Handy

Director since 2006

Mr. Handy is CEO of Strategic Industries, a worldwide diversified service and manufacturing company owned principally by Citigroup Ventures. From 1968 to 1970, Mr. Handy worked at Fidelity Management and Research. He then joined Donaldson, Lufkin and Jenrette where he served as vice president from 1970 to 1976. In 1976, he became the CEO of Combanks, a multiple bank holding company based in Orlando, Florida. In 1980, he commenced his career in the private equity business. From 1996 through 1999, Mr. Handy was managing director of Equity Group Corporate Investments, a private investment firm controlled by Sam Zell. Mr. Handy currently serves on the public board of directors of Anixter International, Inc. and Rewards Network, Inc. He was recently re-appointed by President George W. Bush to serve a second term on the National Board of Education Sciences for a three-year term; he serves as the vice chairman of the Committee. He earned a Bachelor of Arts in Economics and graduated cum laude from Princeton University and later earned an M.B.A. from Harvard Business School. He completed the sixth forum at The Rugby School and graduated from Northfield Mount Hermon School. He also served six years in the U.S. Army Reserve and was honorably discharged in 1973.

Landon Hilliard

Director since 1989

Mr. Hilliard is a partner with Brown Brothers Harriman & Co., private bankers in New York, NY. A graduate of the University of Virginia, Mr. Hilliard began his career at Morgan Guaranty Trust Company of New York. He joined Brown Brothers Harriman in 1974 and became a partner in 1979. Mr. Hilliard is a director of Norfolk Southern Corporation, Western World Insurance Company and Russell Reynolds Associates, Inc. He is also a trustee of the Provident Loan Society of New York, a trustee of the Jefferson Scholars Foundation at the University of Virginia, chairman of the National Foundation for the Teaching of Entrepreneurship, and secretary of The Economic Club of New York.

Ann Iverson

Director since 1996

Ms. Iverson is president and chief executive officer of International Link, an international consulting firm in Carefree, Arizona. Ms. Iverson began her career in retailing and held various buying and executive positions at retail stores in the U.S. through 1989, including Bloomingdales, Dayton Hudson, and U.S. Shoe. She then joined British Home Stores as director of merchandising and operations in 1990; Mothercare plc as chief executive officer in 1992; Kay-Bee Toy Stores as president and chief executive officer in 1994; and Laura Ashley Holdings plc as group chief executive in 1995. She also served as chairman of the board of Brooks Sports, Inc. from 2001 through 2004. In 1998, she founded and became president and chief executive officer of International Link. Ms. Iverson is a director of Shoe Pavilion, a member of the board of trustees of Thunderbird-The School of Global Management, and a member of Financo Global Consulting.

David J. Lyon

Director since 2008

Vice President in the credit-related opportunities group of D. E. Shaw & Co., L.P. Prior to joining D. E. Shaw group in 2007, Mr. Lyon was a managing director of The Cypress Group, a New York-based private equity firm. Before working at Cypress, he held positions at Goldman, Sachs & Co. and Och-Ziff Capital Management Group. Mr. Lyon received his M.B.A. from Harvard Business School and a B.A. from the University of Notre Dame.

James J. McMonagle

Director since 2007

Mr. McMonagle is of counsel at Vorys, Sater, Seymour & Pease LLP, a law firm, Cleveland, OH. Mr. McMonagle is director and chairman of the board of Selected Family of Funds and formerly served as the future claimants' representative in Owens Corning's Chapter 11 case and as senior vice president, general counsel and secretary of University Hospital Health System, Inc. and University Hospitals of Cleveland. He also was a common pleas court judge of Cuyahoga County, OH, and an attorney in private practice. Mr. McMonagle received his J.D. from Cleveland Marshall School of Law, and B.S. and B.A. degrees from Georgetown University.

W. Howard Morris

Director since 2007

Mr. Morris is Chief Investment Officer of Prairie & Tireman Capital Management and a lecturer at The University of Michigan-Dearborn and Flint campuses. Mr. Morris was formerly Vice President and Senior Portfolio Manager, Comerica Asset Management, a division of Comerica Bank, Chief Executive Officer and Emergency Financial Manager, Inkster, Michigan Public Schools, and Chief Financial Officer, Detroit, Michigan Public School District. He is a Certified Public Accountant, Chartered Financial Analyst and Personal Financial Specialist. He received an M.B.A. from The Wharton School, University of Pennsylvania, and a B.B.A. from Northwood University.

Joseph F. Neely

Director since 2006

Mr. Neely is the non-executive chairman of GoldToe Moretz, Inc., a leading manufacturer of hosiery sold under the Gold Toe brand names, in Newton, NC. Mr. Neely previously served as senior vice president of Sara Lee Corporation responsible for their knit products, hosiery, and intimate apparel groups. He also founded Raylen Vineyards and Winery, and serves on the North Carolina Grape Council. Mr. Neely received an M.B.A. from The Wharton School of the University of Pennsylvania and a B.S. from the University of South Carolina.

W. Ann Reynolds

Director since 1993

Dr. Reynolds is the former President and a Professor of Biology at The University of Alabama at Birmingham, located in Birmingham, Alabama. Director since 2006; formerly a Director of OCD since 1993. A graduate of Kansas State Teachers College and the University of Iowa, where she earned a Ph.D., Dr. Reynolds previously served as Chancellor of the City University of New York System for seven years and for eight years as Chancellor of the California State University System. In prior years, she was Provost of the Ohio State University and Professor of Anatomy and Vice Chancellor for Research at the University of Illinois at the Medical Center. Dr. Reynolds is a director of Humana, Inc., Abbott Laboratories, Invitrogen Corporation, and the News-Gazette, Champaign, Illinois.

Robert B. Smith, Jr.

Director since 2004

Mr. Smith is director of the Virginia Environmental Endowment, a nonprofit, funded, grant-making corporation dedicated to improving the environment. Mr. Smith is also a member of the board of managers of Kentucky River Properties LLC, a land holding company whose primary business is leasing coal properties. A graduate of the University of North Carolina and the University of North Carolina Law School, Mr. Smith's previous experience included serving as trustee of the Dalkon Shield Claimants Trust, a public interest trust of $3 billion created by the Federal Bankruptcy Court to compensate those damaged by the Dalkon Shield, and as vice president for government relations of the Pharmaceutical Manufacturers Association. His prior experience also included various positions related to the U.S. Senate, including: chief counsel and staff director, U.S. Senate Government Operations Committee; chief counsel, U.S. Senate Subcommittee on Revision and Codification of the Laws; chief legislative assistant, Senator Sam J. Ervin, Jr.; special counsel, U.S. Senate Antitrust and Monopoly Subcommittee; and counsel, U.S. Senate Subcommittee on Constitutional Rights.

Daniel K. K. Tseung

Director since 2006

Mr. Tseung is a managing director at Sun Hung Kai Properties Direct Investments Ltd., the private equity division of one of Asia's largest conglomerates. Mr. Tseung previously worked at GE Equity, the private equity arm of GE Capital. He currently serves as a director of RCN Corporation and Chinacast Education Corporation. Mr. Tseung holds a bachelor's degree from Princeton University and a master's degree from Harvard University.

Michael H. Thaman

Chairman of the Board and Chief Executive Officer

Michael H. Thaman is the chairman of the Board and chief executive officer of Owens Corning, a world leader in building materials and composite systems and solutions.

Mr. Thaman was named as a member of the Board of Directors in January of 2002 and elected chairman later that year. He was appointed senior vice president and chief financial officer in 2000.

Since joining the company in 1992, Mr. Thaman has held positions in manufacturing, corporate development and international business. He was named vice president and president of Owens Corning's Exterior Systems business in 1999. In 1997, he became vice president and president of the company's Engineered Pipe Systems business, headquartered in Brussels, Belgium.

Prior to joining Owens Corning, Mr. Thaman spent six years as a strategy consultant at Mercer Management Consulting where he was a vice president in their New York office. His consulting activities were primarily focused on strategies for creating shareholder value with manufacturing and consumer products companies.

Mr. Thaman earned a Bachelor of Science in electrical engineering and computer science from Princeton University where he graduated with highest honors. He is a member of the Board of Directors for Florida Power and Light and is also chairman of the Executive Committee of the Toledo Symphony.