Headwaters Inc : Headwaters Incorporated Recognized by Expert for Comprehensive Proxy Statement Disclosures

HEADWATERS INCORPORATED (NYSE: HW), a building products company dedicated to improving lives through innovative advancements in construction materials, has been recognized by a prominent commentator on executive compensation issues for the comprehensive nature of the Company's 2013 Proxy Statement.

Mark Borges, a Principal for Compensia and former special counsel for the U.S. Securities and Exchange Commission, wrote about Headwaters January 8, 2013, in his popular "Proxy Disclosure Blog" on CompensationStandards.com. Headwaters has no commercial relationship with Mr. Borges or his firm.

Entitled "Headwaters' 'Best Practices' List," the article says, "Numerous companies include a list of their corporate governance and executive compensation 'best practices' at the beginning of their Compensation Discussion and Analysis. The list provided by Headwaters, Inc. in its recently-filed definitive proxy statement, however, is one of the most extensive I've ever seen."

Mr. Borges also calls attention to charts that Headwaters uses to illustrate the pay mix of its chief executive officer and other named executive officers. Commenting on the charts, Mr. Borges wrote, "To me, this is the baseline standard for this type of disclosure to which we should all strive."

In recent years, increased attention has been given to executive compensation, especially the link between executive pay and company performance. Headwaters' most recent (February 2012) Management Say on Pay non-binding advisory vote passed by a 95% to 5% margin, which the Company's Board of Directors Compensation Committee considers as supportive of the steps taken to strengthen its executive compensation programs. There have been no major changes since the last say on pay advisory vote, except the Committee did add a feature to Headwaters' 2013 short term bonus program to strengthen the tie between pay and exemplary performance, and not merely improvements in Headwaters' end markets. The Company tied its 2013 above-target bonus compensation to peer company EBITDA performance levels. This new provision should insure that Headwaters will not over pay management merely because new residential construction and other end markets improve.

About Headwaters Incorporated

Headwaters Incorporated is improving lives through innovative advancements in construction materials through application, design, and purpose. Headwaters is a diversified growth company providing products, technologies and services to the heavy construction materials, light building products, and energy technology industries. Through its coal combustion products, building products, and energy businesses, the Company has been able to improve sustainability by transforming underutilized resources into valuable products. www.headwaters.com

Forward Looking Statements

Certain statements contained in this press release are forward-looking statements within the meaning of federal securities laws and Headwaters intends that such forward-looking statements be subject to the safe-harbor created thereby. Forward-looking statements include Headwaters' expectations as to the managing and marketing of coal combustion products, the production and marketing of building products, the licensing of residue hydrocracking technology and catalyst sales to oil refineries, the development, commercialization, and financing of new technologies and other strategic business opportunities and acquisitions, and other information about Headwaters. Such statements that are not purely historical by nature, including those statements regarding Headwaters' future business plans, the operation of facilities, the availability of feedstocks, and the marketability of the coal combustion products, building products, and catalysts, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and our future results that are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of our management. Actual results may vary materially from such expectations. Words such as "may," "should," "intends," "plans," "expects," "anticipates," "targets," "goals," "projects," "believes," "seeks," "estimates," "forecasts," or variations of such words and similar expressions, or the negative of such terms, may help identify such forward-looking statements. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events or circumstances, are forward-looking. In addition to matters affecting the coal combustion products, building products, and energy industries or the economy generally, factors that could cause actual results to differ from expectations stated in forward-looking statements include, among others, the factors described in the caption entitled "Risk Factors" in Item 1A in Headwaters' Annual Report on Form 10-K for the fiscal year ended September 30, 2012, Quarterly Reports on Form 10-Q, and other periodic filings and prospectuses.

Although Headwaters believes that its expectations are based on reasonable assumptions within the bounds of its knowledge of its business and operations, there can be no assurance that our results of operations will not be adversely affected by such factors. Unless legally required, we undertake no obligation to revise or update any forward-looking statements for any reason. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Our internet address is www.headwaters.com. There we make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. Our reports can be accessed through the investor relations section of our web site.

AT THE COMPANY:
Headwaters Incorporated
Sharon Madden
Vice President of Investor Relations
801-984-9400
or
ANALYST CONTACT:
Financial Profiles
Tricia Ross
916-939-7285

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