Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 14, 2022, Wayne F. Irmiter was appointed as Senior Vice President, Chief
Accounting Officer of Cornerstone Building Brands, Inc. (the "Company").
Mr. Irmiter, age 56, was previously employed by Wilsonart International
Holdings, LLC, where he served as Vice President, Chief Financial Officer from
January 2020 until March 2022, as Interim Chief Financial Officer and Vice
President, Global Controller from June 2019 until January 2020, and as Global
Controller from November 2016 until January 2020. Prior to joining Wilsonart
International Holdings, Mr. Irmiter served as Senior Vice President & Chief
Accounting Officer of Berkshire Hathaway Energy Company from November 2002 until
March 2014. Prior to joining Berkshire Hathaway Energy Company, Mr. Irmiter
served in a series of roles with increasing responsibility at Gateway, Inc.,
Rubbermaid Inc., O'Sullivan Industries, Inc., KPMG and PricewaterhouseCoopers.
Mr. Irmiter has a B.A. in Accounting from the University of Northern Iowa and is
a certified public accountant.
Mr. Irmiter was not appointed as an officer as a result of any arrangement or
understanding between Mr. Imiter and any other persons. No family relationship
exists between Mr. Imiter and any of the Company's directors or executive
officers. There are no related-party transactions in which Mr. Irmiter or any of
his immediate family members has an interest in that would require disclosure
under Item 404(a) of Regulation S-K.
Mr. Irmiter will receive an annual base salary of $375,000 and a target annual
bonus equal to fifty percent of his base salary, pro-rated for Mr. Irmiter's
employment for the 2022 calendar year. Mr. Irmiter's long-term incentive
opportunity for this position will be reviewed in connection with a new long
term incentive program that is expected to be implemented following the closing
of the transactions contemplated by that certain agreement and plan of merger,
dated March 8, 2022, by and among the Company, Camelot Return Intermediate
Holdings, LLC ("Parent") and Camelot Return Merger Sub, Inc. ("Merger Sub"),
pursuant to which Merger Sub will merge with and into the Company (the
"Merger"), with the Company surviving the Merger. If the Merger is not
consummated, Mr. Irmiter will be eligible to participate in the Company's
current long-term incentive plan with an annual target LTIP opportunity of
$200,000.
Mr. Irmiter will report to Jeffrey S. Lee, Executive Vice President and Chief
Financial Officer, who also held the title and role of Chief Accounting Officer
prior to the appointment of Mr. Irmiter.
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CORNERSTONE BUILDING BRANDS, INC. 
