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Cornerstone Building Brands Reports Inducement Awards Pursuant to NYSE Rule 303A.08

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CARY, N.C. – Cornerstone Building Brands (NYSE: CNR) has announced the grant of employment inducement awards to Rose Lee, who commenced her role as President and CEO on September 6, 2021. The Board approved these awards under NYSE governance rules, allowing a maximum of 1,300,986 shares of common stock to be issued. This includes 262,466 options with an exercise price of $17.45, 183,268 restricted stock units, and 855,252 performance share units based on performance metrics over three years, contingent on Lee's continued employment.

Positive
  • Board approved employment inducement awards for new CEO Rose Lee.
  • Total of up to 1,300,986 shares may incentivize the CEO based on performance.
  • The awards are structured to align CEO interests with company performance metrics.
Negative
  • None.

CARY, N.C.--(BUSINESS WIRE)-- Cornerstone Building Brands, Inc. (NYSE: CNR) (the “Company”), the largest manufacturer of exterior building products in North America, today announced, as required by the New York Stock Exchange (NYSE) governance rules, that the board has authorized the grant of employment inducement awards to Rose Lee in connection with her commencement of employment on September 6, 2021 as President and Chief Executive Officer of the Company.

The Company's Board of Directors (including a majority of the Company's independent directors) approved these equity inducement awards in reliance on an employment inducement exception to shareholder approval provided for in the NYSE governance rules. To comply with the terms of this exemption, these inducement equity grants require an immediate public announcement of the awards and written notice to the NYSE.

A maximum of 1,300,986 shares of the Company’s common stock may be issued in connection with these awards, assuming full vesting and maximum performance. Of this number, 262,466 are in the form of options to purchase shares of the Company’s common stock with an exercise price per share of $17.45, 183,268 are in the form of restricted stock units, each representing the right to acquire one share of the Company’s common stock subject to vesting in equal installments over a three-year period of continued employment, and 855,252 are in the form of performance share units, which figure represents the maximum number of shares that may be earned based on the achievement of performance metrics over a three-year performance period, and subject to Ms. Lee’s continued employment with the Company.

About Cornerstone Building Brands

Cornerstone Building Brands is the largest manufacturer of exterior building products for residential and low-rise non-residential buildings in North America. Headquartered in Cary, N.C., we serve residential and commercial customers across the new construction and repair and remodel markets. Our market leading portfolio of products spans vinyl windows, vinyl siding, stone veneer, metal roofing, metal wall systems and metal accessories. Cornerstone Building Brands’ broad, multichannel distribution platform and expansive national footprint includes more than 20,000 employees at manufacturing, distribution and office locations throughout North America. Corporate stewardship and environmental, social and governance (ESG) responsibility are deeply embedded in our culture, and we are committed to contributing positively to the communities where we live, work and play. For more information, visit us at www.cornerstonebuildingbrands.com

Tina Beskid – Investor Relations

1-866-419-0042

info@investors.cornerstonebuildingbrands.com

Source: Cornerstone Building Brands, Inc.

FAQ

What employment inducement awards were granted to Rose Lee at Cornerstone Building Brands?

Rose Lee was granted employment inducement awards of up to 1,300,986 shares, including options, restricted stock units, and performance share units.

When did Rose Lee start as CEO of Cornerstone Building Brands?

Rose Lee commenced her role as President and CEO on September 6, 2021.

What is the exercise price for the options granted to Rose Lee?

The exercise price per share for the options granted to Rose Lee is $17.45.

How are the performance share units structured for Rose Lee?

The performance share units are based on achieving performance metrics over a three-year period and are contingent on Rose Lee's continued employment.

What governs the inducement awards granted to Rose Lee?

The inducement awards were approved under the employment inducement exception to shareholder approval provided by NYSE governance rules.

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