Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 18, 2022, John L. Buckley, President, Siding Business Unit of
Cornerstone Building Brands, Inc. (the "Company"), informed the Company of his
intention to leave the organization. Mr. Buckley intends to remain in his
current role through at least the end of the first quarter of 2022 (the
"Transition Date") to help with a smooth transition. We have begun the process
of identifying a successor. Mr. Buckley's announced intention is not the result
of any disagreement with the Company with respect to any matter relating to the
Company's operations, policies or practices.
In connection with the transition, Mr. Buckley and the Company have agreed to
certain terms (the "Restrictive Covenant Agreement") that will be included in
the separation agreement executed by Mr. Buckley on or promptly following the
Transition Date. Pursuant to the Restrictive Covenant Agreement, Mr. Buckley
will remain with the Company through the Transition Date, execute a general
release of claims in favor of the Company, and comply with non-compete and
non-solicitation obligations for 12 months after the Transition Date and
perpetual confidentiality, non-disclosure and non-disparagement obligations. In
consideration for the foregoing, Mr. Buckley will be entitled to receive his
base salary and a pro-rata annual bonus for the period through the Transition
Date and, following the Transition Date, the Company will make a lump sum
payment equal to 52 weeks' base salary to Mr. Buckley and provide 12 months'
COBRA continuation coverage at the active employment rate.
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CORNERSTONE BUILDING BRANDS, INC. 
