February 1, 2013

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Article

Headwaters Incorporated Recognized by Expert

Press Release

February 1, 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 Borges or his firm.

Entitled “Headwaters’ ‘Best Practices’ List,” the article said, “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.”

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, 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 percent to 5 percent 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.

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