Headwaters Incorporated Recognized by Expert for Comprehensive Proxy Statement Disclosures

  Headwaters Incorporated Recognized by Expert for Comprehensive Proxy
  Statement Disclosures

Business Wire

SOUTH JORDAN, Utah -- January 31, 2013

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.

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

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.


Headwaters Incorporated
Sharon Madden
Vice President of Investor Relations
Financial Profiles
Tricia Ross
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