DEF 14A of Corning Inc /Ny, Mar 18, 2022

DEF 14A of Corning Inc /Ny

Filed Mar 18, 2022 · FY20210001206774-22-000773

Open on EDGAR

  1. Proposal 1

    Proposal 1 Election of Directors Board of Directors’ Qualifications and Experience Our Board comprises accomplished professionals with diverse skills and areas of expertise. The broad range of knowledge and opinions represented on our Board is one of its core strengths. Moreover, we believe our directors’ wide range of professional experiences, backgrounds and education provides significant value to the Company, and we intend to continue leveraging this strength. Ms. Craig was appointed to the Board at its June 29, 2021 meeting after being recommended to the Nominating and Corporate Governance Committee by its third-party search firm. She is standing for election for the first time following her appointment. The following table describes key competencies and skills of our directors who are standing for re-election. All directors other than Mr. Weeks are independent. Mr. Clark is the Lead Independent Director.

  2. Proposal 1

    | CORNING 2022 PROXY STATEMENT | 35 |

  3. Proposal 1

    | | Donald W. Blair | Leslie A. Brun | Stephanie A. Burns | Richard T. Clark | Pamela J. Craig | Robert F. Cummings, Jr. | Roger W. Ferguson, Jr | Deborah A. Henretta | Daniel P. Huttenlocher | Kurt M. Landgraf | Kevin J. Martin | Deborah D. Rieman | Hansel E. Tookes II | Wendell P. Weeks | Mark S. Wrighton | | Knowledge, Skills and Experience | | | | | | | | | | | | | | | | | Public Company Board Experience | | | | | | | | | | | | | | | | | Financial | | | | | | | | | | | | | | | | | Risk Management | | | | | | | | | | | | | | | | | Accounting | | | | | | | | | | | | | | | | | Corporate Governance and Ethics | | | | | | | | | | | | | | | | | Legal/Regulatory | | | | | | | | | | | | | | | | | HR/Compensation | | | | | | | | | | | | | | | | | Operations | | | | | | | | | | | | | | | | | Strategic Planning/Oversight | | | | | | | | | | | | | | | | | Cybersecurity/Information Security | | | | | | | | | | | | | | | | | Technology/Innovation | | | | | | | | | | | | | | | | | Mergers and Acquisitions | | | | | | | | | | | | | | | | | Industry Experience | | | | | | | | | | | | | | | | | Academia/Education | | | | | | | | | | | | | | | | | Demographics | | | | | | | | | | | | | | | | | Black/African American | | | | | | | | | | | | | | | | | Asian/Pacific Islander | | | | | | | | | | | | | | | | | White/Caucasian | | | | | | | | | | | | | | | | | Hispanic/Latino | | | | | | | | | | | | | | | | | Native American | | | | | | | | | | | | | | | | | Gender | | | | | | | | | | | | | | | | | Male | | | | | | | | | | | | | | | | | Female | | | | | | | | | | | | | | | | | Board Tenure | | | | | | | | | | | | | | | | | Years | 7 | 3 | 10 | 10 | <1 | 15 | 1 | 8 | 7 | 14 | 9 | 22 | 20 | 21 | 13 |

  4. Proposal 1

    After considering the recommendations of the Nominating and Corporate Governance Committee, the Board has nominated the persons described below to stand for election. All of the nominees, except for Ms. Craig, whose effective date of Board membership was June 29, 2021, were elected by Corning’s shareholders at the 2021 Annual Meeting. All of the nominees have consented to being named in this proxy statement and to serve as director if elected or re-elected. The Board believes that each of these nominees is qualified to serve as a director of Corning in light of their respective skills and qualifications, as further described below. Equally important, the Board believes this combination of backgrounds, skills and experiences creates a Board that is well-equipped to exercise oversight responsibilities for Corning’s shareholders and other stakeholders. If elected by our shareholders, the fifteen director nominees will serve for a one-year term expiring at our 2023 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.

  5. Proposal 1

    | | FOR | Our Board unanimously recommends that shareholders vote FOR all of our director nominees. |

  6. Proposal 1

    | 36 | CORNING 2022 PROXY STATEMENT |

  7. Proposal 1

    Corning’s Director Nominees

  8. Proposal 1

    | Age 63 Director Since 2014 Committees ● Audit ● Finance Current Public and Investment Company Directorships ● Dropbox, Inc. Public and Investment Company Directorships Held During the Past 5 Years ● None | Donald W. Blair Retired Executive Vice President and Chief Financial Officer, NIKE, Inc. Mr. Blair was the executive vice president and chief financial officer of NIKE, Inc. from 1999 to October 2015. Prior to joining NIKE, he served 15 years at PepsiCo, Inc. in a number of senior executive-level corporate and operating unit financial assignments, including chief financial officer roles for PepsiCo Japan (based in Tokyo) and Pepsi-Cola International’s Asia Division (based in Hong Kong). He began his career in 1981 as an accountant with Deloitte Haskins & Sells. Mr. Blair brings over 38 years of financial expertise and management experience at the international, operational, and corporate levels. He also has proven experience in developing and implementing strategies for delivering sustainable, profitable growth. Mr. Blair’s financial expertise and audit experience are valuable assets to our Finance and Audit committees. Skills and Qualifications — Expertise in finance, audit and management — Experience in international business and finance |

  9. Proposal 1

    | Age 69 Director Since 2018 Committees ● Audit ● Compensation Current Public and Investment Company Directorships ● Ariel Alternatives, LLC ● Broadridge Financial Solutions, Inc. ● CDK Global Inc. Public and Investment Company Directorships Held During the Past 5 Years ● Ariel Investments, LLC ● Hewlett Packard Enterprise Company ● Merck & Co., Inc. ● NXT Capital Inc. ● Praesidium SGR | Leslie A. Brun Chairman and Chief Executive Officer, Sarr Group LLC Mr. Brun is chairman and chief executive officer of Sarr Group, LLC, co-founder, chairman and chief executive officer of Ariel Alternatives, LLC, vice chairman and senior advisor of G100 Companies and World 50 and a member of the Council on Foreign Relations. He is also the founder and former chief executive officer and chairman of Hamilton Lane, where he served as chief executive officer and chairman from 1991 until 2005, former lead director of Merck & Co., Inc., a former director and chairman of the board of Automatic Data Processing, Inc., and a former director of Hewlett Packard Enterprise Company. In addition, Mr. Brun also served as a managing director and co-founder of the investment banking group of Fidelity Bank, and as a past vice president in the corporate finance division of E.F. Hutton & Co. Mr. Brun brings to the board significant financial expertise and operating and management experience, along with extensive public company directorship and committee experience. He also brings broad experience on governance issues facing large public companies. Skills and Qualifications — Expertise in finance, management, investment banking, financial advisory and management across highly regulated and audited industries — Extensive corporate governance and public company board experience |

  10. Proposal 1

    | CORNING 2022 PROXY STATEMENT | 37 |

  11. Proposal 1

    | Age 67 Director Since 2012 Committees ● Audit ● Corporate Responsibility and Sustainability (Chair) Current Public and Investment Company Directorships ● HP Inc. ● Kellogg Company Public and Investment Company Directorships Held During the Past 5 Years ● None | Stephanie A. Burns Retired Chairman and Chief Executive Officer, Dow Corning Corporation Dr. Burns has nearly 37 years of global innovation and business leadership experience. Dr. Burns joined Dow Corning in 1983 as a researcher and specialist in organosilicon chemistry. In 1994, she became the company’s first director of women’s health. She was elected to the Dow Corning Board of Directors in 2001 and elected as president in 2003. She served as chief executive officer from 2004 until May 2011 and served as chair from 2006 until her retirement in December 2011. Dr. Burns brings significant expertise in scientific research, issues management, science and technology leadership, and business management to the Board, as well as skills related to her Ph.D. in organic chemistry. She is the past honorary president of the Society of Chemical Industry and was appointed by President Obama to the President’s Export Council. Dr. Burns is a former chair of the American Chemistry Council. Skills and Qualifications — Global innovation, manufacturing and business leadership experience — Significant expertise in research and development, science and technology leadership, and audit and business management — Significant public company board experience |

  12. Proposal 1

    | Age 76 Director Since 2011 Committees ● Compensation ● Executive ● Nominating and Corporate Governance Current Public and Investment Company Directorships ● Automatic Data Processing, Inc. Public and Investment Company Directorships Held During the Past 5 Years ● None | Richard T. Clark Retired Chairman, Chief Executive Officer and President, Merck & Co., Inc. Lead Independent Director Mr. Clark retired from Merck in 2011. He joined Merck in 1972 and held a broad range of senior management positions. He became president and chief executive officer of Merck in May 2005 and chairman of the board in April 2007. He transitioned from the chief executive officer role in January 2011 and served as Merck board chairman through November 2011. He was president of the Merck Manufacturing Division (June 2003 to May 2005) of Merck Sharp & Dohme Corp. He is chairman emeritus of the board of Project Hope and a trustee of several charitable non-profit organizations. As the former chairman, president and chief executive officer of a Fortune 100 company, Mr. Clark brings broad managerial expertise, operational expertise, deep business knowledge, and a track record of achievement to the Board. Skills and Qualifications — Broad and deep managerial expertise, operational expertise, and business knowledge — Extensive experience in the issues facing public companies and multinational businesses — Significant public company board experience, including as chairman and chief executive officer of an R&D-focused global corporation |

  13. Proposal 1

    | 38 | CORNING 2022 PROXY STATEMENT |

  14. Proposal 1

    | Age 65 Director Since 2021 Committees ● Audit ● Corporate Responsibility and Sustainability Current Public and Investment Company Directorships ● 3M Company ● Merck & Co., Inc. ● The Progressive Corporation Public and Investment Company Directorships Held During the Past 5 Years ● Akamai Technologies, Inc. ● Walmart Inc. | Pamela J. Craig Retired Chief Financial Officer, Accenture plc. From 2006 through 2013, Ms. Craig served as chief financial officer of Accenture plc., a global management consulting, technology services and outsourcing company, following many other leadership roles in line management, consulting and operations during her 34 years with the company. Ms. Craig has extensive finance, management, operational, technology and international business expertise, including her accomplishments and executive abilities as chief financial officer at Accenture. Ms. Craig brings to Corning’s Board valuable experience with governance issues facing public companies. She is also actively involved in charitable organizations focused on education and on the advancement of women in business, including The Women’s Forum of New York, New York University Stern School of Business, Junior Achievement of New Jersey, and is a member of the Board of Trustees of Smith College. Skills and Qualifications — Over 34 years of financial expertise and management experience at the international, operational, and corporate levels — Experience in global operations in the information technology and services industry — Experience in business transformation, management, mergers & acquisitions, strategic planning, and business process improvement — Extensive public company board experience |

  15. Proposal 1

    | Age 72 Director Since 2006 Committees ● Executive ● Finance (Chair) ● Nominating and Corporate Governance Current Public and Investment Company Directorships ● None Public and Investment Company Directorships Held During the Past 5 Years ● W. R. Grace & Co. | Robert F. Cummings, Jr. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co. Mr. Cummings retired as vice chairman of Investment Banking at JPMorgan Chase & Co. (JPM) in February 2016. He had served in that role since December 2010, advising on client opportunities across sectors and industry groups. Mr. Cummings began his business career in the investment banking division of Goldman, Sachs & Co. in 1973 and was a partner of that firm from 1986 until his retirement in 1998. He served as an advisory director at Goldman Sachs until 2002. Mr. Cummings’ Board qualifications include nearly 50 years of investment banking experience at Goldman Sachs and JPM, where he advised corporate clients on financings, business development, mergers, and acquisitions, and other strategic financial issues. Additionally, he brings to the Board knowledge in the areas of technology, telecommunications, private equity, and real estate. Skills and Qualifications — Extensive investment banking experience including finance, business development and strategy, and mergers and acquisitions — Knowledgeable in the areas of technology, telecommunications, private equity and real estate |

  16. Proposal 1

    | CORNING 2022 PROXY STATEMENT | 39 |

  17. Proposal 1

    | Age 70 Director Since 2021 Committees ● Nominating and Corporate Governance ● Compensation Current Public and Investment Company Directorships ● Alphabet, Inc. ● Blend Labs, Inc. ● International Flavors & Fragrances, Inc. Public and Investment Company Directorships Held During the Past 5 Years ● General Mills, Inc. | Roger W. Ferguson, Jr. Retired President and Chief Executive Officer, TIAA Mr. Fergusonwas the President and Chief Executive Officer of TIAA from April 2008 – March 2021. He is also the former Vice Chairman of the Board of Governors of the U.S. Federal Reserve System. Prior to joining TIAA in April 2008, Mr. Ferguson was head of financial services for Swiss Re and Chairman of Swiss Re America Holding Corporation. From 1984 to 1997, he was an Associate and Partner at McKinsey & Company. He began his career as an attorney at the New York City office of Davis Polk & Wardwell. Mr. Ferguson has been a national leader in banking and financial services for over 20 years as the former President and Chief Executive Officer of a Fortune 100 company; he brings extensive banking, financial and executive leadership expertise to Corning’s Board. Mr. Ferguson is a member of the Smithsonian Institution’s Board of Regents and the American Academy of Arts & Sciences. He currently serves on the boards of Alphabet, Inc.; Blend Labs, Inc.; and International Flavors & Fragrances, Inc. He also serves on the boards of The Conference Board, the Institute for Advanced Study, and Memorial Sloan Kettering Cancer Center. He is a fellow of the American Philosophical Society and a member of the Economic Club of New York, the Council on Foreign Relations, the Group of Thirty, and the National Association for Business Economics. Skills and Qualifications — Expertise in banking, financial and executive leadership — Experience in regulation, international policy, compliance, oversight and strategy |

  18. Proposal 1

    | Age 60 Director Since 2013 Committees ● Corporate Responsibility and Sustainability ● Information Technology Current Public and Investment Company Directorships ● American Eagle Outfitters, Inc. ● Meritage Homes Corporation ● NiSource, Inc. Public and Investment Company Directorships Held During the Past 5 Years ● Staples, Inc. | Deborah A. Henretta Retired Group President of Global E-Business, Procter & Gamble Company Ms. Henretta has over 36 years of business leadership experience across both developed and developing markets, as well as expertise in brand building, marketing, philanthropic program development and government relations. She joined Procter & Gamble (P&G) in 1985. In 2005, she was appointed President of P&G’s business in ASEAN, Australia and India. She was appointed group president, P&G Asia in 2007, group president of P&G Global Beauty Sector in June 2013, and group president of P&G E-Business in February 2015. She retired from P&G in June 2015. Ms. Henretta was a member of Singapore’s Economic Development Board (EDB) from 2007 to 2013. She contributed to the growth strategies for Singapore and was selected to serve on the EDB’s Economic Strategies Committee between 2009 and 2011. In 2008, she received a U.S. State Department appointment to the Asia-Pacific Economic Cooperation’s Business Advisory Council, becoming the first woman to hold the position. In that role, she advised top government officials, including former President Barack Obama and former Secretary of State Hillary Clinton. Ms. Henretta brings to the board her extensive experience in business leadership, global operations, brand building, marketing and emerging markets management. Skills and Qualifications — Significant experience in business leadership and global operations — Extensive experience in brand building, marketing and emerging markets management — Significant knowledge of digital transformation and cybersecurity |

  19. Proposal 1

    | 40 | CORNING 2022 PROXY STATEMENT |

  20. Proposal 1

    | Age 63 Director Since 2015 Committees ● Finance ● Information Technology Current Public and Investment Company Directorships ● Amazon.com, Inc. Public and Investment Company Directorships Held During the Past 5 Years ● None | Daniel P. Huttenlocher Dean, MIT Stephen A. Schwarzman College of Computing Dr. Huttenlocher is the Dean of the MIT Schwarzman College of Computing. Prior to joining MIT, Dr. Huttenlocher served as dean and vice provost of Cornell Tech from 2012 – 2019 and worked for Cornell University from 1988 to 2012 in various positions. Before Cornell, Dr. Huttenlocher worked at Xerox Palo Alto Research Center and was Chief Technology Officer at Intelligent Markets, Inc. Dr. Huttenlocher holds a Ph.D. in computer science and a Master of Science degree in Electrical Engineering, both from the Massachusetts Institute of Technology. He is a renowned computer science researcher and educator, and a prolific inventor with two dozen U.S. patents. He brings to the board extensive experience in technology innovation and commercialization, and expertise in developing next-generation products and services. Skills and Qualifications — Extensive experience in technology innovation and commercialization — Expertise in information technology and computer science — Experience with emerging technologies and customer experience |

  21. Proposal 1

    | Age 75 Director Since 2007 Committees ● Audit (Chair) ● Compensation ● Executive Current Public and Investment Company Directorships ● None Public and Investment Company Directorships Held During the Past 5 Years ● Louisiana-Pacific Corporation | Kurt M. Landgraf Retired President, Washington College From July 2017 to July 2020, Mr. Landgraf was president of Washington College. He previously served as president and chief executive officer of Educational Testing Service (ETS), a private non-profit educational testing and measurement organization, from 2000 until his retirement in December 2013. Prior to that, he was executive vice president and chief operating officer of E.I. Du Pont de Nemours and Company (DuPont), where he previously held a number of senior leadership positions, including chief financial officer. Mr. Landgraf was selected for his wealth of executive management experience in public companies, non-profit entities, higher education, and government. He brings to the Board his financial expertise and operations skills and experience, represented by his positions at ETS and DuPont. Mr. Landgraf’s other areas of specialized knowledge include technology, transportation, education, finance, pharmaceuticals, health care, energy, materials, and mergers and acquisitions. Skills and Qualifications — Extensive executive management experience in public companies, non-profit entities, higher education and government — Financial and audit expertise — Operations experience — Specialized knowledge including technology, transportation, education, pharmaceuticals, health care, energy, materials, and mergers and acquisitions — Significant public company board experience |

  22. Proposal 1

    | CORNING 2022 PROXY STATEMENT | 41 |

  23. Proposal 1

    | Age 55 Director Since 2013 Committees ● Corporate Responsibility and Sustainability ● Nominating and Corporate Governance Current Public and Investment Company Directorships ● Carmichael Investment Partners, LLC Public and Investment Company Directorships Held During the Past 5 Years ● None | Kevin J. Martin Vice President, US Public Policy, Meta Platforms, Inc. Mr. Martin is Vice President, US Public Policy at Meta Platforms, Inc. Prior to joining Meta, he was a partner and co-chair of the telecommunications practice at Squire Patton Boggs, an international law firm (2009 to 2015). From March 2005 to January 2009, he was chairman of the Federal Communications Commission (FCC). Mr. Martin has two decades experience as a lawyer and policymaker in the telecommunications field. Before joining the FCC as a commissioner in 2001, Mr. Martin was a special assistant to the president for Economic Policy and served on the staff of the National Economic Council, focusing on commerce and technology policy issues. He served as the official U.S. government representative to the G-8’s Digital Opportunity Task Force. Mr. Martin brings deep experience to the board in the telecommunications, economics, governmental and legal arenas. Skills and Qualifications — Specialized knowledge of telecommunications, social media and information technology industries — Extensive knowledge of government policy and regulatory environment |

  24. Proposal 1

    | Age 72 Director Since 1999 Committees ● Compensation (Chair) ● Information Technology Current Public and Investment Company Directorships ● None Public and Investment Company Directorships Held During the Past 5 Years ● Neustar, Inc. | Deborah D. Rieman Retired Executive Chairman, Metamarkets Group Dr. Rieman has more than 33 years of experience in the software industry. In 2016, she retired as executive chairman of Metamarkets Group. Previously, she was managing director of Equus Management Company, a private investment fund. From 1995 to 1999, she served as president and chief executive officer of Check Point Software Technologies, Incorporated. Dr. Rieman brings significant expertise in information technology, innovation and entrepreneurial endeavors to the Board and skills related to her Ph.D. in mathematics. She is also the former president and chief executive officer of a software company specializing in security and has experience in technology development, marketing, business development and support, investor relations and investing. Skills and Qualifications — Expertise in information technology and cybersecurity — Experience in technology development, marketing, business development and support, innovation, entrepreneurial endeavors and investing |

  25. Proposal 1

    | 42 | CORNING 2022 PROXY STATEMENT |

  26. Proposal 1

    | Age 74 Director Since 2001 Committees ● Compensation ● Executive ● Nominating and Corporate Governance (Chair) Current Public and Investment Company Directorships ● Ryder Systems Inc. Public and Investment Company Directorships Held During the Past 5 Years ● Harris Corporation ● NextEra Energy, Inc. | Hansel E. Tookes II Retired Chairman and Chief Executive Officer, Raytheon Aircraft Company Mr. Tookes retired from Raytheon Company in December 2002. He joined Raytheon in 1999 and served as president of Raytheon International, chairman and chief executive officer of Raytheon Aircraft, and executive vice president of Raytheon Company. From 1980 to 1999, Mr. Tookes served United Technologies Corporation as president of Pratt and Whitney’s Large Military Engines Group and in a variety of other leadership positions. Mr. Tookes provides extensive experience in operations, manufacturing, performance excellence, business development, technology-driven business environments, and military and government contracting. He also brings his science and engineering education, training and knowledge to the Board. Mr. Tookes’ industry expertise includes aviation, aerospace and defense, transportation, and technology. Skills and Qualifications — Extensive experience in global operations, manufacturing, performance excellence, business development, technology-driven business environments, and military and government contracting — Education, training and knowledge in science and engineering — Extensive public company board experience |

  27. Proposal 1

    | Age 62 Director Since 2000 Committees ● Executive (Chair) Current Public and Investment Company Directorships ● Amazon.com, Inc. Public and Investment Company Directorships Held During the Past 5 Years ● Merck & Co., Inc. | Wendell P. Weeks Chairman and Chief Executive Officer, Corning Incorporated Mr. Weeks has served as the chief executive officer of Corning Incorporated since April 2005 and chairman of the board of directors since April 2007. He has held a variety of financial, commercial, business development, and general management positions across Corning’s businesses and technologies since he joined the company in 1983. His leadership in many of Corning’s businesses, contributions to the development of numerous technologies, and experience over 16 years as chief executive officer gives him a unique understanding of Corning’s diverse business operations and life-changing innovations. Mr. Weeks currently sits on the board of Amazon.com, Inc. and served on the board of Merck & Co., Inc. from February 2004 to May 2020. He is also on the board of trustees for the Corning Museum of Glass. Skills and Qualifications — Skilled in the development of emerging innovations, product lines and customer-related opportunities — Wide-ranging experience and knowledge of financial and accounting matters — Unique understanding of Corning’s businesses and innovations |

  28. Proposal 1

    | CORNING 2022 PROXY STATEMENT | 43 |

  29. Proposal 1

    | Age 72 Director Since 2009 Committees ● Finance ● Information Technology (Chair) Current Public and Investment Company Directorships ● Azenta, Inc. (formerly known as Brooks Automation, Inc.) Public and Investment Company Directorships Held During the Past 5 Years ● Cabot Corporation | Mark S. Wrighton Interim President, George Washington University Dr. Wrighton has more than 28 years of leadership experience overseeing large research universities. He currently serves as interim president of George Washington University, on sabbatical from his position as a professor and chancellor emeritus of Washington University in St. Louis where he served 24 years as its chief executive officer and 14 years as chancellor. Before joining Washington University in St. Louis, he was a researcher and professor at the Massachusetts Institute of Technology, where he was head of the Department of Chemistry from 1987 to 1990, and then provost from 1990 to 1995. Dr. Wrighton served as a presidential appointee to the National Science Board from 2000 to 2006. He is also a past chair of the Association of American Universities, the Business Higher Education Forum, and the Consortium on Financing Higher Education. He was elected to membership in the American Academy of Arts and Sciences and the American Philosophical Society, and he is a Fellow of the American Association for the Advancement of Science. Dr. Wrighton is a professor, chemist and research scientist with expertise in materials and research interests in the areas of transition metal catalysis, molecular electronics and photoprocesses at electrodes. He also has expertise in areas of direct relevance to Corning, including materials chemistry, photochemistry, surface chemistry and life sciences. Under Dr. Wrighton’s executive and fiscal leadership, Washington University in St. Louis has grown significantly in academic stature, research enterprise, infrastructure, student quality, curriculum and international reputation. Dr. Wrighton brings to the Board his vast scientific knowledge and understanding of complex research and development issues. Skills and Qualifications — Deep knowledge in areas of direct relevance to Corning, including materials chemistry, photochemistry, surface chemistry and life sciences — Executive leadership experience, including finance and audit experience — Significant public company board experience |

  30. Proposal 1

    | 44 | CORNING 2022 PROXY STATEMENT |

  31. Proposal 1

    The Compensation Committee sets director compensation at levels that ensure our directors are paid appropriately for their time commitment and responsibilities relative to directors at companies of comparable size, industry and scope of operations. The Committee believes that providing a competitive compensation package is important because it enables Corning to attract and retain highly qualified directors who are critical to the Company’s long-term success. Our objective is to pay non-employee directors competitively compared to comparable companies and for a significant portion of director compensation to be stock-based. The Compensation Committee’s independent consultant, Frederic W. Cook & Co., Inc., conducts an annual review of the director compensation levels relative to external best practices as well as Corning’s compensation peer group and advises the Committee annually to ensure that compensation levels remain competitive. The Company uses a combination of stock-based and cash compensation for its directors. Corning believes that a significant portion of director compensation should be linked to the Company’s performance over time. Therefore, a portion of the directors’ compensation is paid as an annual equity grant of restricted stock units (in 2021, 64% of annual retainer), which are not settled in shares of common stock until retirement or resignation from the Board. Directors may further defer receipt of the annual equity retainer restricted stock units by electing distribution in up to 10 annual installments and also may defer all or a portion of their cash compensation. Cash amounts deferred may be allocated to: an account earning interest, compounded quarterly, at the rate equal to the prime rate of Citibank, N.A. at the end of each calendar quarter; a restricted stock unit account; or a combination of such accounts. In 2021, seven directors elected to defer some or all of their cash compensation. As an employee of the Company, Mr. Weeks is not compensated separately for service on the Board or any of its Committees. 2021 Director Compensation The following table outlines 2021 director compensation.

  32. Proposal 1

    | | Each non-employee director annually receives a grant of long-term equity compensation approved by the Board. Annual equity grants for non-employee directors are generally approved at the February meeting of the Board for the applicable year. If, however, a director is appointed between the February meeting and December 31, then that director will receive a pro-rata grant shortly after joining the Board. | | Annual Equity Grants | | | | In 2021, our directors’ annual equity grant was $195,000. We issued 5,366 restricted stock units (with a grant date value of approximately $195,000) to each non-employee director under our 2019 Equity Plan for Non-Employee Directors, prorated for Directors joining the Board after January 2021. These restricted stock units are not settled and are not available for transfer or sale until six months after the date of a director’s retirement or resignation. | | Annual Cash Retainer | In 2021, our directors’ annual cash retainer was $110,000. | | Lead Independent Director Compensation | Our Lead Independent Director received additional cash compensation of $40,000. | | Committee Chair Compensation | The Audit Committee Chair received additional cash compensation of $25,000. The Compensation Committee Chair received additional cash compensation of $20,000. Other Committee Chairs (excluding the Executive Committee Chair) receive additional cash compensation of $15,000. |

  33. Proposal 1

    | CORNING 2022 PROXY STATEMENT | 45 |

  34. Proposal 1

    | Committee Member Compensation | Each Audit Committee member received additional cash compensation of $18,000; each Compensation Committee member received additional cash compensation of $15,000; and each Executive, Finance, Nominating and Corporate Governance, Information Technology and Corporate Responsibility and Sustainability Committee member received additional cash compensation of $10,000. |

  35. Proposal 1

    In 2021, the directors below performed the specified leadership roles:

  36. Proposal 1

    | Name | Leadership Role | | Mr. Clark | Lead Independent Director | | Mr. Landgraf | Audit Committee Chair | | Dr. Rieman | Compensation Committee Chair | | Dr. Burns | Corporate Responsibility and Sustainability Committee Chair | | Mr. Cummings | Finance Committee Chair | | Mr. Tookes | Nominating and Corporate Governance Committee Chair | | Dr. Wrighton | Information Technology Committee Chair |

  37. Proposal 1

    Non-employee directors are reimbursed for expenses (including costs of travel, food, and lodging) incurred in attending Board, committee, and shareholder meetings. Directors are also reimbursed for reasonable expenses associated with participation in director education programs.

  38. Changes to Director Compensation in 2022

    Changes to Director Compensation in 2022 In February 2022, the Board approved an increase to director compensation in order to remain competitive, as proposed by the Compensation Committee in consultation with the Committee’s independent consultant. In February 2022, the non-employee directors’ annual equity grant increased from $195,000 to $205,000. This annual equity grant will be payable in restricted stock units, which will not be available for transfer or sale until six months after the date of a director’s retirement or resignation from the board. No changes were made to cash compensation in 2022.

  39. Changes to Director Compensation in 2022

    | 46 | CORNING 2022 PROXY STATEMENT |

  40. 2021 DIRECTOR COMPENSATION TABLE

    2021 DIRECTOR COMPENSATION TABLE

  41. 2021 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Donald W. Blair | $138,000 | $195,000 | $7,500 | $340,500 | | Leslie A. Brun | 143,000 | 195,000 | 0 | 338,000 | | Stephanie A. Burns | 153,000 | 195,000 | 0 | 348,000 | | Richard T. Clark | 185,000 | 195,000 | 7,500 | 387,500 | | Pamela J. Craig | 71,654 | 97,506 | 7,500 | 176,660 | | Robert F. Cummings, Jr. | 155,000 | 195,000 | 0 | 350,000 | | Roger W. Ferguson, Jr. | 101,250 | 146,267 | 0 | 247,517 | | Deborah A. Henretta | 130,000 | 195,000 | 7,500 | 332,500 | | Daniel P. Huttenlocher | 130,000 | 195,000 | 7,000 | 332,000 | | Kurt M. Landgraf | 178,000 | 195,000 | 7,500 | 380,500 | | Kevin J. Martin | 130,000 | 195,000 | 0 | 325,000 | | Deborah D. Rieman | 155,000 | 195,000 | 0 | 350,000 | | Hansel E. Tookes II | 160,000 | 195,000 | 0 | 355,000 | | Mark S. Wrighton | 145,000 | 195,000 | 7,500 | 347,500 |

  42. 2021 DIRECTOR COMPENSATION TABLE

    | Includes all fees and retainers paid in cash or deferred pursuant to the Corning Incorporated Non-Employee Directors’ Deferred Compensation Plan.(1) | | The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units granted pursuant to the 2019 Equity Plan for Non-Employee Directors. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 14, 2022. There can be no assurance that the grant date fair value amounts will ever be realized. The total number of restricted stock awards (RSAs), restricted stock units (RSUs) and RSU deferrals each Director had outstanding at December 31, 2021 is shown in the table below. Total stock holdings for directors as of December 31, 2021 are shown in the “Beneficial Ownership of Directors and Officers” table.(2) | | The amounts in this column reflect charitable donation matches made by the Corning Foundation’s Matching Gifts Program.(3) |

  43. 2021 DIRECTOR COMPENSATION TABLE

    The following shows the total number of restricted stock, restricted stock units and RSU deferrals each Director had outstanding at December 31, 2021. No options were granted to any Director in 2021, and as of December 31, 2021 no Director had any outstanding options.

  44. 2021 DIRECTOR COMPENSATION TABLE

    | Name | RSAs, RSUs and RSU Deferrals Outstanding at December 31, 2021 | | Donald W. Blair | 86,598 | | Leslie A. Brun | 21,562 | | Stephanie A. Burns | 84,944 | | Richard T. Clark | 72,598 | | Pamela J. Craig | 2,384 | | Robert F. Cummings, Jr. | 210,237 | | Roger W. Ferguson, Jr. | 5,982 | | Deborah A. Henretta | 87,745 | | Daniel P. Huttenlocher | 43,988 | | Kurt M. Landgraf | 176,253 | | Kevin J. Martin | 68,704 | | Deborah D. Rieman | 129,952 | | Hansel E. Tookes II | 117,262 | | Mark S. Wrighton | 88,569 |

  45. 2021 DIRECTOR COMPENSATION TABLE

    | CORNING 2022 PROXY STATEMENT | 47 |

  46. 2021 DIRECTOR COMPENSATION TABLE

    Stock Ownership Information Stock Ownership Guidelines We believe in the importance of equity ownership by directors and executive management as a direct link to shareholders, and require all directors, named executive officers (NEOs), and non-NEO executive management to achieve the required levels of ownership under our stock ownership guidelines within five years of their election, appointment or designation. Restricted, direct and indirectly owned shares, and current and deferred restricted stock units, each count toward our stock ownership guidelines. An NEO who falls below the ownership requirement for any reason will have up to three years to return to the required minimum ownership level. All directors and NEOs who have been so for five years or more currently comply with the guidelines. In December 2020, we increased the stock ownership guidelines applicable to non-NEO executive Senior Leadership Team members as a multiple of base salary from 1.5 to 3 in line with all NEOs other than the CEO whose multiple remains 6 times base salary. Newly-appointed Senior Leadership Team members have five years to comply with the new guidelines.

  47. 2021 DIRECTOR COMPENSATION TABLE

    | DIRECTORS | CEO | OTHER NEOs and SENIOR LEADERSHIP TEAM MEMBERS | | 5X Annual Cash Retainer | 6X Base Salary | 3X Base Salary |

  48. 2021 DIRECTOR COMPENSATION TABLE

    Our directors and executive management are also subject to our anti-hedging and anti-pledging policies. For further information, see “Anti-Hedging Policy” and “Anti-Pledging Policy” both on page 67. Delinquent Section 16(a) Reports SEC rules require disclosure of those directors, officers, and beneficial owners of more than 10% of our common stock who fail to timely file reports required by Section 16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year. Based on review of reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2021, all Section 16(a) filing requirements were met except that one Form 4 for John P. Bayne, Jr., Senior Vice President and General Manager, Mobile Consumer Electronics, covering a disposal of 202 shares of common stock, was not timely filed due to an oversight of the reporting person.

  49. 2021 DIRECTOR COMPENSATION TABLE

    | 48 | CORNING 2022 PROXY STATEMENT |

  50. 2021 DIRECTOR COMPENSATION TABLE

    Stock Ownership Information Beneficial Ownership Table

  51. 2021 DIRECTOR COMPENSATION TABLE

    | As of December 31, 2021 | Shares Directly or Indirectly Owned(1)(2)(3) | Stock Options Exercisable Within 60 Days | Restricted Stock Units Vesting Within 60 Days | (A) Total Shares Beneficially Owned | Percent of Class | | (B) RSUs and PSUs Not Vesting Within 60 Days(4) | Total of Columns (A) + (B) | | The Vanguard Group | — | — | — | 92,075,409(5) | 10.79 | | — | — | | Samsung Display Co., Ltd. | — | — | — | 80,000,000(6) | 9.5 | %(7) | — | — | | BlackRock, Inc. | — | — | — | 53,727,975(8) | 6.3 | | — | — | | Donald W. Blair | 17,243 | | | 17,243 | * | | 69,355 | 86,598 | | Leslie A. Brun | 0 | | | 0 | * | | 21,562 | 21,562 | | Stephanie A. Burns | 56,888 | | | 56,888 | * | | 44,410 | 101,298 | | Richard T. Clark | 41,962 | | | 41,962 | * | | 30,636 | 72,598 | | Pamela J. Craig | 0 | | | 0 | * | | 2,384 | 2,384 | | Robert F. Cummings, Jr. | 151,199 | | | 151,199 | * | | 145,551 | 296,750 | | Roger W. Ferguson, Jr. | 6,938 | | | 6,938 | * | | 5,982 | 12,920 | | Deborah A. Henretta | 25,965 | | | 25,965 | * | | 61,780 | 87,745 | | Daniel P. Huttenlocher | 13,910 | | | 13,910 | * | | 30,078 | 43,988 | | Kurt M. Landgraf | 62,957 | | | 62,957 | * | | 113,296 | 176,253 | | Kevin J. Martin | 31,506 | | | 31,506 | * | | 37,198 | 68,704 | | Deborah D. Rieman | 100,813 | | | 100,813 | * | | 30,339 | 131,152 | | Hansel E. Tookes II | 96,863 | | | 96,863 | * | | 30,399 | 127,262 | | Mark S. Wrighton | 66,088 | | | 66,088 | * | | 30,256 | 96,344 | | Wendell P. Weeks | 641,404(9) | 573,835 | 3,075 | 1,218,314 | * | | 494,636 | 1,712,950 | | R. Tony Tripeny | 81,632 | 134,595 | 874 | 217,101 | * | | 118,737 | 335,838 | | Lawrence D. McRae | 180,103 | 125,521 | 880 | 306,504 | * | | 130,821 | 437,325 | | Eric S. Musser | 89,217 | 6,284 | 1,258 | 96,759 | * | | 146,304 | 243,063 | | Lewis A. Steverson | 0 | 0 | 1,098 | 1,098 | * | | 121,843 | 122,941 | | All Directors and Executive Officers as a group (32 persons) | 1,854,224(10)(11) | 1,179,695 | 11,113(11) | 3,045,032 | * | | 2,394,872 | 5,439,904 |

  52. 2021 DIRECTOR COMPENSATION TABLE

    | * Less than 0.50% | | Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Incentive Stock Plans.(1) | | Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Restricted Stock Plans for non-employee directors.(2) | | Includes shares of common stock held by The Bank of New York Mellon Corporation as the trustee of Corning’s Investment Plans for the benefit of the members of the group, who may instruct the trustee as to the voting of such shares. If no instructions are received, the trustee votes the shares in the same proportion as it votes the shares for which instructions were received. The power to dispose of shares of common stock is also restricted by the provisions of the plans. The trustee holds for the benefit of Messrs. Weeks, Tripeny, McRae Musser and Steverson, and all executive officers as a group, the equivalent of 13,602; 0; 7,289; 0; 0 and 26,205 shares of common stock, respectively. It also holds for the benefit of all employees who participate in the plans the equivalent of 9,192,874 shares of common stock (being 1.08% of the class).(3) | | The Restricted Stock Units (RSUs) and Performance Share Units (PSUs) represented entitled the holder to receive the same number of unrestricted shares of common stock upon the lapse of restrictions, at which point shareholders will have sole investment and voting power. RSUs and PSUs that will not vest within 60 days of the date of this table are not considered beneficially owned for purposes of the table and therefore are not included in the Total Shares Beneficially Owned column because the holders are not entitled to voting rights or investment control until the restrictions lapse. However, ownership of these RSUs and PSUs further aligns our Directors and Executive Officers’ interests with those of our shareholders.(4) | | Reflects shares beneficially owned by The Vanguard Group (Vanguard), according to a Schedule 13G/A filed by Vanguard with the SEC on February 9, 2022, reflecting ownership of shares as of December 31, 2021. Vanguard lists its address as 100 Vanguard Blvd., Malvern PA 19355. Vanguard has sole voting power and/or sole dispositive power with respect to 88,968,255 shares and shared voting power and/or shared dispositive power with respect to 3,107,154. According to the Schedule 13G/A, Vanguard beneficially owned 10.79% of our common stock as of December 31, 2021.(5) | | Reflects shares beneficially owned by Samsung Display Co., Ltd. (Samsung), according to a Schedule 13G/A filed by Samsung with the SEC on April 8, 2021, reflecting ownership of shares as of April 8, 2021. Samsung lists its address as 1, Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-Do, 17113, Republic of Korea. Samsung has sole voting power and/or sole dispositive power with respect to 80,000,000 shares and shared voting power and/or shared dispositive power with respect to 0. According to the Schedule 13G/A, Samsung beneficially owned 9.0% of our common stock as of April 8, 2021.(6) | | Samsung Display Co., Ltd.’s 80,000,000 shares of common stock were equal to 9.5% of our common stock as of December 31, 2021.(7) | | Reflects shares beneficially owned by BlackRock, Inc. (BlackRock), according to a Schedule 13G/A filed by BlackRock with the SEC on February 1, 2022, reflecting ownership of shares as of December 31, 2021. Blackrock lists its address as 55 East 52nd Street, New York, NY 10055. BlackRock has sole voting power and/or sole dispositive power with respect to 53,727,975 shares and shared voting power and/or shared dispositive power with respect to 0 shares. According to the Schedule 13G/A, BlackRock beneficially owned 6.3% of our common stock as of December 31, 2021.(8) | | Includes 627,802 shares held by a revocable trust of which Mr. Weeks is the beneficiary. He currently has no voting authority over these shares.(9) | | Does not include 75,161 shares owned by the spouses and minor children of certain executive officers and directors as to which such officers and directors disclaim beneficial ownership.(10) | | As of December 31, 2021, none of our directors or executive officers have pledged any such shares.(11) | | All shares were sold to satisfy tax withholding requirements on Restricted Stock Units.(12) |

  53. 2021 DIRECTOR COMPENSATION TABLE

    | CORNING 2022 PROXY STATEMENT | 49 |

  54. Our Short-Term Incentives

    Our Short-Term Incentives In 2021, in response to a recommendation from our Compensation Committee, we adjusted PIP for our NEOs from 100% weighted on corporate financial performance to 50% weighted on corporate financial performance and 50% weighted on the average financial performance of each of our MAPs to put greater emphasis on the financial performance in each of our five strategic markets.

  55. Our Short-Term Incentives

    | Short-Term Incentives (Paid in Cash) | | | Performance Incentive Plan (PIP) | NEO’s Goal Sharing Plan | | | |

  56. Our Short-Term Incentives

    | Business Financial Performance is the average of the financial performance for the five MAPs* |

  57. Our Long-Term Incentives

    Our Long-Term Incentives Beginning in 2020 and in response to shareholder feedback, we realigned the equity and cash portions of LTI, reducing the portion of cash performance units from 60% to 25% and increasing the equity portion from 40% to 75%. With the addition of PSUs (and elimination of stock options) we also increased the overall portion of LTI tied to corporate financial performance from 60% to 70%. LTI awards are now composed of 45% Performance Stock Units (PSUs), 25% Cash Performance Units (CPUs) and 30% Restricted Stock Units (RSUs).

  58. Our Long-Term Incentives

    | ● | 2021 CPU and PSU awards will be based 70% on Adjusted Free Cash Flow, and 30% on Core Net Sales with annual results being averaged over a three-year performance period (2021–2023). In addition to the above metrics, CPUs and PSUs will be subject to an ROIC modifier of up to +/-10% based on ROIC improvement over the three-year period against pre-established objectives. |

  59. Our Long-Term Incentives

    | Long-Term Incentives (Paid in Cash (CPUs) and Equity (PSUs and RSUs) | | |

  60. Our Long-Term Incentives

    | CORNING 2022 PROXY STATEMENT | 57 |

  61. 2021 Key Compensation Metrics

    | Award | Type | Metrics Used | | Goalsharing (Cash) | Short-term/Annual | 25% corporate financial performance 75% operational unit performance (average of >100 unit plans) | | PIP (Cash) | Short-term/Annual | 50% corporate financial ● 25% core net sales ● 75% core EPS 50% average financial performance of our five MAPs ● 25% core net sales ● 25% adjusted free cash flow ● 50% core NPAT | | CPUs/PSUs | Long-term/three-year measurement period | Performance period metrics, average of three one-year performance periods: 30% core net sales 70% free cash flow Long-term modifier: final result adjusted +/- 10% based on ROIC improvement over the three-year performance period |

  62. 2021 PIP & GoalSharing Corporate Performance Measures (50% of PIP and 25% of GoalSharing)

    2021 PIP & GoalSharing Corporate Performance Measures (50% of PIP and 25% of GoalSharing) PIP: The final PIP payout for NEOs was 165% of target, based upon the average of 1) the corporate financial performance shown in the chart above (198%, weighted at 50%) and 2) the average of the financial performance for the five MAPs (131%, weighted at 50%). Although MAP financial performance is averaged, the aggregate target for the five MAPs for Core NPAT was $2,534 million, weighted at 50%, and the average result was 112%; the aggregate target for MAP Core net sales was $12,139 million weighted at 25%, and the average result was 170%; and the aggregate target for MAP adjusted free cash flow was $1,925 million, weighted at 25%, and the average result was 132%. This resulted in the average financial performance for the five MAPs of 131%. GoalSharing: The final GoalSharing payout for NEOs was 149% of target (or 7.44% of their year-end base salaries). GoalSharing is based on the blended result of 1) the corporate financial performance shown in the chart above (198%, weighted at 25%) and 2) the average performance of over 100 unit plans (132%, weighted at 75%).

  63. 2021 CPU & PSU Performance Measures

    2021 CPU & PSU Performance Measures

  64. 2021 CPU & PSU Performance Measures

    | Adjusted free cash flow goals are not set with reference to the prior year’s goal or results and are set independently each year. Refer to Appendix A for additional information on Adjusted Free Cash Flow for compensation purposes.* |

  65. 2021 CPU & PSU Performance Measures

    | CORNING 2022 PROXY STATEMENT | 59 |

  66. 2021 CPU & PSU Performance Measures

    Please see page 6 for more information about our Core Performance Measures and Appendix A for a reconciliation of the non-GAAP measures to the most directly comparable GAAP financial measures. We define ROIC as core net income before interest, divided by invested capital. Core net income before interest is calculated using constant exchange rates for Japanese yen, South Korean won, Chinese yuan, new Taiwan dollar, and the euro against the U.S. dollar, and a constant tax rate of 21%. Invested capital is the sum of total assets less total liabilities and debt.

  67. ROIC Modifier

    ROIC Modifier We maintain a three-year ROIC modifier to the CPUs and PSUs in our LTI Plan. With this modifier, the CPU awards may be increased or decreased up to 10% based on ROIC performance over the three-year performance period. For the 2019-2021 performance period, the ROIC improvement target was established at 100 basis points, which the Committee believed was challenging but achievable through continued strong operating performance. The setting of this target reflected the multi-year operating plan for the Company and management’s assessment of future Company performance. The ROIC modifier for 2019 CPUs (based on 2019 through 2021 performance) is set forth in the following table. We began granting PSUs in 2020, the first payout of which will occur in 2023.

  68. Changes to Performance Goals in 2022

    Changes to Performance Goals in 2022 Beginning in 2022, we have added a gross margin metric to the business financial performance which comprises 50% of PIP for NEOs in order to emphasize the importance of improving our gross margin. Within each MAP, gross margin will be weighted 20%, core NPAT will be weighted 30% and core net sales and adjusted free cash flow will each be weighted 25%.

  69. Robust Compensation Program Governance

    | What We Do | | What We Don’t Do | | Close alignment of pay with performance over both the short- and long-term horizon, and delivery of the goals of our strategic priorities Mix of cash and equity incentives tied to short-term financial performance and long-term value creation CEO total compensation targeted within a competitive range of the Compensation Peer Group median Caps on payout levels for annual incentives in a budgeted down-cycle year Significant NEO share ownership requirements Anti-hedging and pledging policies Clawback policy applicable to both cash and equity compensation Minimum three-year vesting period for restricted stock or restricted stock unit awards in the employee equity plan Independent compensation consultant advises the Compensation Committee History of demonstrated responsiveness to shareholder concerns and feedback, and ongoing commitment to shareholder engagement Limited and modest perquisites that have a sound benefit to the Company’s business | | No tax gross-ups or tax assistance on perquisites No repricing or cash buyout of underwater stock options without shareholder approval No excise tax gross-ups for officer agreements entered into after July 2004 |

  70. Base Salary

    Base Salary Base salaries provide a form of fixed compensation and are reviewed annually by the Committee, which considers internal equity and individual performance, as well as competitive positioning, as discussed in the “Compensation Peer Group” section starting on page 65. In 2021 Messrs Weeks’ and McRae’s base salaries were increased by 3.25% in line with increases of U.S. salaried employees. Messrs. Musser, Steverson and Tripeny received base salary increases of 5.3%, 10.0% and 12.3%, respectively, to better align their base salaries with external salary benchmarks for similar roles based on the expansion of their responsibilities which occurred in 2020 but had not been recognized during that year.

  71. Short-Term Incentives

    Short-Term Incentives Short-term incentives are designed to reward NEOs for Corning’s consolidated annual financial and operational performance supporting our strategic priorities and team-based management approach. Corning has two short-term incentive plans: the Performance Incentive Plan (PIP) and GoalSharing. PIP targets are established by the Committee each February as a percentage of the NEO’s year-end salary depending on the competitive marketplace and his or her level of experience. In 2021, Mr. Weeks’ PIP target was unchanged at 150% of year-end base salary. Mr. Musser’s PIP target was 120% of year-end base salary, Mr. Tripeny’s PIP target was 95% of year-end base salary, and Messrs. McRae and Steverson’s PIP target was 85% of year-end base salary 2021. PIP was based 50% on corporate financial performance (75% of which was based on core EPS and 25% on core net sales) and 50% on the average financial performance of the five MAPs (25% of which was based on core net sales, 25% on adjusted free cash flow and 50% on core NPAT of each MAP, respectively.). Corporate performance was 198% weighted at 50% and the average financial performance of Corning’s five MAPs was 131% weighted at 50%, resulting in a final PIP result of 165% of target. GoalSharing is designed to motivate employees to work together to achieve the most critical goals in each business unit. All Corning employees are eligible for GoalSharing with a target opportunity generally equal to 5% of base salary. GoalSharing awards may be 0% to 10% of base salary and the award is weighted 25% on corporate financial performance (using the same metrics as under the PIP) and 75% on the applicable business unit performance. NEOs’ GoalSharing is based 25% on corporate financial performance and 75% on the average of the results of all business unit plans. In 2021 the NEO’s GoalSharing was earned at 7.44% of base salary. See page 59 for details on the 2021 PIP and GoalSharing metrics and actual results for the year.

  72. Long-Term Incentives

    Long-Term Incentives Beginning in 2020, the Long-Term Incentive (LTI) Plan components were realigned. The portion of LTI provided in cash (CPUs) was reduced from 60% to 25% and the portion of LTI delivered in equity was increased from 40% to 75%. Stock options were eliminated. PSUs were added with PSUs comprising 45% of the LTI target and RSUs comprising 30% of the target. The total portion of LTI tied to corporate financial performance increased from 60% to 70%, with the other 30% tied to stock price performance. We believe it is important to link LTI metrics to financial measures that will drive the success of our strategic priorities and generate long-term value for our shareholders. We also believe it is important for a significant portion of LTI to be in the form of equity to align our executives’ financial interests with those of our shareholders. LTI targets are established by the Committee for each NEO annually in February. Mr. Weeks’ 2021 LTI target was $11.65 million. Other NEOs’ targets may be found in footnote 2 to the Summary Compensation Table on page 69 and range from $2.55 million to $4.10 million.

  73. Long-Term Incentives

    | ● | PSUs and CPUs represent 45% and 25% of the annual target LTI value, respectively. Payout is based on cash generation and sales growth—measures that support our long-term financial health and success. The 2021 performance measures for PSUs and CPUs are: | | | | 1) | Adjusted free cash flow (70%) which focuses on generating cash to ensure the Company’s financial stability and to allow for investment in innovation and future growth, and | | | 2) | Core net sales (30%) which focuses on growth. | | | Actual CPUs and PSUs earned are based on the average of the actual performance for each year in the three-year period, and are subject to an ROIC modifier of up to ±10% (for the years 2021, 2022 and 2023). For 2021, CPUs and PSUs will be vested and released (in the case of PSUs) and paid out (in the case of CPUs) in 2024 based on pre-established performance goals, which are set at the start of each respective single-year performance period. | | | | See page 59 for details on the 2021 PSU and CPU metrics and actual results for the year. | | | ● | RSUs represent 30% of the annual target LTI value. The number of RSUs granted is determined based on the closing stock price on the grant date (the first business day in April), and awards cliff vest approximately three years from the grant date. | |

  74. Long-Term Incentives

    | 62 | CORNING 2022 PROXY STATEMENT |

  75. CPUs and PSUs — Our Three-Year Performance Period Measurements

    CPUs and PSUs — Our Three-Year Performance Period Measurements

  76. CPUs and PSUs — Our Three-Year Performance Period Measurements

    | Performance targets are generally established in February each year for the calendar year. See page 59 for performance measures and results for the applicable year.* | | 3-year ROIC improvement target is established at the beginning of each three-year performance period. See pages 59 and 60 for 2019-2021 performance measures and results** |

  77. Employee Benefits and Perquisites

    Employee Benefits and Perquisites Employee Benefits: Our NEOs are eligible to participate in the same employee benefits plans as all other eligible U.S. salaried employees. These plans include medical, dental, life insurance, disability, matching gifts, qualified defined benefit and defined contribution plans. We also maintain non-qualified defined benefit and defined contribution retirement and long-term disability plans with the same general features and benefits as our qualified plans for all U.S. salaried employees affected by tax law compensation, contribution or deduction limits. In addition to the standard benefits available to all eligible U.S. salaried employees, the NEOs are eligible for the benefits and perquisites described in this section. Executive Supplemental Pension Plan (ESPP): We maintain an ESPP to reward and retain long-serving individuals who are critical to executing Corning’s innovation strategy. Our non-qualified ESPP covers approximately 23 active participants, including all of the NEOs. In 2006, we capped the percentage of cash compensation earned as a retirement benefit under the ESPP at a maximum of 50% of final average pay for 25 or more years of service, a change that applies to all the NEOs. The definition of pay used to determine benefits includes base salary and annual cash bonuses. Long-term cash or equity incentives are not included and do not affect retirement benefits. Executives must have at least ten years of service to be vested under this plan. All NEOs except Mr. Steverson meet the ten-year vesting requirement. While we seek to maintain well-funded qualified retirement plans, we do not fund our non-qualified retirement plans. For additional details of the ESPP benefits and plan features, please refer to the section entitled “Retirement Plans” on page 76. Executive Physical and Wellness: All executives are eligible for an annual physical exam in addition to wellness programs sponsored by Corning for all employees. The cost of the physical is imputed income to the executive. Other Executive Perquisites: We provide the NEOs with an overall allowance that can be used for home security, modest personal aircraft usage, and limited financial counselling services. Each NEO is responsible for all taxes on any imputed income resulting from these perquisites. Given the limited commercial flight options available in the Corning, New York area, the Committee believes that a well-managed program of limited personal aircraft use provides an extremely important benefit at a reasonable cost to the Company. We closely monitor business and personal usage of our planes and limit personal usage to keep it at a low percentage of total usage. The Committee establishes annual personal aircraft usage caps under this program (both hours and absolute dollar value) for each NEO. The established cap for the CEO was 100 hours and $170,000; the cap for the other NEOs was approximately half this level or lower. Actual utilization in 2021 fell well below these caps, especially with limited flight options due to the pandemic. For additional details, refer to footnotes relating to “All Other Compensation” included with the Summary Compensation Table starting on page 68. Executive Severance: We have entered into severance agreements with each NEO. The severance agreements provide clarity for both Corning and the executive if the executive’s employment terminates. By having an agreement in place, we avoid the uncertainty, negotiations and potential litigation that may otherwise occur in the event of termination. The agreements are competitive with market practices at many other large companies and are helpful in retaining senior executives. Additional details can be found under “Arrangements with Named Executive Officers” on page 79.

  78. Employee Benefits and Perquisites

    Executive Change-in-Control Agreements: The Committee believes that it is in the best interests of shareholders, employees and the communities in which Corning operates to ensure an orderly process if a change in control were to occur. The Committee also believes it is important to prevent the loss of key management personnel (who would be difficult to replace) that may occur in connection with a potential or actual change in control. Therefore, we have provided each NEO with a change-in-control agreement (separate from the severance agreements described above). The change-in-control agreements provide that an executive’s employment must be terminated or effectively terminated in connection with a change in control in order to receive severance benefits. Additional details about the specific agreements can be found under “Arrangements with Named Executive Officers – Change-in-Control Agreements” on page 81. In 2012, the Committee approved updated forms of agreements for all corporate officers entering into change-in-control agreements after July 2004, which contain no provision for gross-ups for excise taxes, and cap severance and other benefits at 2.99 times base salary plus target bonus, with cash severance for most officers limited to 2 times base salary plus target bonus. Messrs. Steverson, Tripeny and Musser have the new form of agreements, whereas Messrs. Weeks and McRae have grandfathered agreements that were entered into prior to July 2004. Compensation Peer Group Corning is a diversified technology company with five reportable business segments. The majority of our businesses do not have U.S. public company peers. Most of our businesses compete with non-U.S. companies in Asia and Europe, or privately-held companies that do not provide comparable executive compensation disclosure. In attempting to identify peer companies for compensation purposes, Corning must look to globally diversified companies or innovation companies in other industries to find organizations of similar size and complexity (when viewed in terms of revenues, net income, market capitalization, assets and number of employees). For these reasons, our peer group for compensation purposes does not closely resemble the companies with which we compete for business.

  79. 2021 Compensation Peer Group

    2021 Compensation Peer Group The Compensation Peer Group in 2021 is set forth below. It is the same as the Compensation Peer Group in 2020.

  80. 2021 Compensation Peer Group

    | Advanced Micro Devices, Inc. | Cummins Inc. | Medtronic, Inc. | TE Connectivity Limited | | Agilent Technologies, Inc. | Danaher Corporation | Motorola Solutions, Inc. | Texas Instruments Incorporated | | Applied Materials, Inc. | Dover Corporation | NetApp, Inc. | Thermo Fisher Scientific, Inc. | | BorgWarner, Inc. | Eaton Corporation PLC | PPG Industries, Inc. | | | Boston Scientific Corporation | L3Harris Corporation | QUALCOMM, Inc. | | | Broadcom Corporation | Juniper Networks, Inc. | Rockwell Automation, Inc. | |

  81. 2021 Compensation Peer Group

    The Company utilizes a fair and challenging Compensation Peer Group as a reference point when setting its executive compensation. The Company’s percentage ranking (using Core performance measures, where applicable) versus the Compensation Peer Group is near to or well-above the median in virtually all measured categories.

  82. 2021 Compensation Peer Group

    | CORNING 2022 PROXY STATEMENT | 65 |

  83. PERCENT RANK, CORNING VERSUS COMPENSATION PEER GROUP

    PERCENT RANK, CORNING VERSUS COMPENSATION PEER GROUP Corning uses the Compensation Peer Group solely as a reference point, in combination with broader executive compensation surveys, to assess each NEO’s target total direct compensation (i.e., salary, target bonus, and the grant date fair value of long-term incentives). Our goal is to position our CEO’s target total direct compensation within a competitive range of the Compensation Peer Group median. Median target total direct CEO compensation in the Compensation Peer Group was determined to be $15.0 million, and 75th percentile target total direct CEO compensation was $17.4 million, compared with Corning target total direct CEO compensation of $15.5 million. Beyond the CEO, external data serves as a reference point, with internal equity and individual performance and impact being more important considerations in establishing a base salary and target total direct compensation for the other NEOs. Compensation Program – Other Governance Matters

  84. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the authority to retain and terminate a compensation consultant, and to approve the consultant’s fees and all other terms of such engagement. Since 2014, the Committee has retained an executive compensation expert from Frederic W. Cook & Co., Inc. (FW Cook) as its independent consultant. In 2021, FW Cook attended all Committee meetings. FW Cook advises the Committee on all matters related to NEO and director compensation and assists the Committee in interpreting its data as well as data and recommendations received from the Company. In 2021, the Company also engaged Compensation Advisory Partners LLC (CAP) and Willis Towers Watson (WTW) to assist management with various executive compensation matters. The Committee conducted an independence review of FW Cook, CAP and WTW pursuant to SEC and NYSE rules, and concluded that the work of each firm for the Committee did not raise any conflicts of interest concerns. FW Cook provides no services to Corning other than the services rendered to the Committee.

  85. 2021 Summary Compensation Table

    2021 Summary Compensation Table This table describes the total compensation paid to our NEOs for fiscal years 2021, 2020 and 2019, as required. The components of the total compensation are described in the footnotes below and in more detail in the tables and narratives that follow. For information on the role of each component of compensation, see the description under “Compensation Discussion and Analysis.”

  86. 2021 Summary Compensation Table

    | (a) | (b) | (c) | | (d)(1) | (e) | (f)(2) | (g)(3) | (h)(4) | (i) | | Named Executive Officer | Year | Salary | Bonus | Stock Awards | Option Awards | Non-Equity Incentive Plan Compensation | Change in Pension Value And Nonqualified Deferred Compensation Earnings | All Other Compensation | Total | | Wendell P. Weeks Chairman and Chief Executive Officer | 2021 | $1,492,648 | $0 | $8,023,645 | $0 | $10,820,127 | $0 | $429,612 | $20,766,032 | | | 2020 | 1,151,245 | 0 | 8,417,516 | 151,467 | 7,549,868 | 1,330,636 | 351,021 | 18,951,753 | | | 2019 | 1,457,604 | 0 | 2,437,491 | 1,262,629 | 3,963,645 | 4,527,898 | 634,387 | 14,283,654 | | R. Tony Tripeny Executive Vice President and Chief Financial Officer | 2021 | 748,721 | 0 | 1,817,807 | 0 | 2,947,452 | 414,876 | 107,010 | 6,035,866 | | | 2020 | 593,210 | 0 | 2,098,154 | 54,636 | 1,829,521 | 702,995 | 95,859 | 5,374,375 | | | 2019 | 700,769 | 0 | 587,494 | 304,322 | 960,485 | 1,856,908 | 134,966 | 4,544,944 | | Lawrence D. McRae Vice Chairman and Corporate Development Officer | 2021 | 833,604 | 0 | 1,897,383 | 0 | 3,010,569 | 0 | 79,247 | 5,820,803 | | | 2020 | 687,804 | 0 | 2,400,779 | 63,336 | 2,019,691 | 471,510 | 48,505 | 5,691,625 | | | 2019 | 812,500 | 0 | 637,492 | 330,221 | 1,104,186 | 1,842,624 | 77,664 | 4,804,687 | | Eric S. Musser President and Chief Operating Officer | 2021 | 870,837 | 0 | 2,630,873 | 0 | 3,761,798 | 163,366 | 86,427 | 7,513,301 | | | 2020 | 645,040 | 0 | 2,616,593 | 65,598 | 1,917,331 | 427,990 | 80,943 | 5,753,495 | | Lewis A. Steverson Executive Vice President and Chief Legal and Administration Officer | 2021 | 780,288 | 0 | 2,228,528 | 0 | 2,751,037 | 442,144 | 115,660 | 6,317,657 |

  87. 2021 Summary Compensation Table

    | The amounts in the Stock Awards column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units and performance share units granted pursuant to the long-term incentive plan. Assumptions used in the calculation of these amounts are included in Note 19 to the Company’s audited financial statements for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 14, 2022. This same method was used for the fiscal years ended December 31, 2020 and 2019. There can be no assurance that the grant date fair value amounts will ever be realized.(1) | | The amounts in the Non-Equity Incentive Plan Compensation column reflect the sum of annual short-term incentive payments and earned cash performance units. All of the annual cash bonuses paid to the NEOs are performance-based. Cash bonuses are typically paid annually through two plans: (i) GoalSharing; and (ii) the Performance Incentive Plan (PIP). Awards earned under the 2021 GoalSharing plan were 7.44% of each NEO’s year-end base salary and paid in February 2022. Awards earned under the 2021 PIP were 165% of each NEO’s target bonus opportunity times year-end base salary and paid in March 2022.(2) |

  88. 2021 Summary Compensation Table

    | Named Executive Officer | Year End Base Salary | 2021 PIP Target % | Actual 2021 PIP Performance Results (% Tgt.) | (A) 2021 PIP $ Award | Actual 2021 GoalSharing Performance % | (B) 2021 GoalSharing $ Award | | Wendell P. Weeks | $1,530,000 | 150% | 165% | $3,786,750 | 7.44% | $113,832 | | R. Tony Tripeny | 800,000 | 95% | 165% | 1,254,000 | 7.44% | 59,520 | | Lawrence D. McRae | 852,800 | 85% | 165% | 1,196,052 | 7.44% | 63,448 | | Eric S. Musser | 900,000 | 120% | 165% | 1,782,000 | 7.44% | 66,960 | | Lewis A. Steverson | 825,000 | 85% | 165% | 1,157,063 | 7.44% | 61,380 |

  89. 2021 Summary Compensation Table

    In addition to the 2021 GoalSharing and PIP awards noted above, the amounts in column (f) also reflect the earned portions of CPU awards granted in 2021, 2020 and 2019 on the basis of 2021 performance against established goals. 2021 CPU award payouts will be made in February 2024 based on actual corporate performance compared to the established performance goals averaged over three years (2021, 2022 and 2023) and subject to a ±10% 3-year ROIC modifier as described on page 54. 2020 and 2019 CPU award payouts are based on achievement of annual performance goals averaged over three years (2020, 2021 and 2022) and (2019, 2020 and 2021) respectively and are also subject to a ±10% 3-year ROIC modifier. Annual performance goals are established at the beginning of each year. While the final payout amounts for 2021 and 2020 CPU awards are unknown, the table below reflects the earned amount of 2021, 2020 and 2019 CPU awards, on the basis of 2021 performance results which exclude the portion of the 2021 and 2020 award that remains unearned. The 3-year

  90. 2021 Summary Compensation Table

    | 68 | CORNING 2022 PROXY STATEMENT |

  91. 2021 Summary Compensation Table

    ROIC modifier for the period 2019 - 2021 is +3%, so the adjustment in the Summary Compensation Table as a result of this modifier is shown below, since the amount “at risk” had been previously unreported until final performance was known.

  92. 2021 Summary Compensation Table

    | Named Executive Officer | 2021 LTI Target | 2021 CPU Target Award | 2021 CPU Performance Results % | (C) Prorated Earned 2021 CPU Award Based on 2021 Performance (Year One of Three)* | 2020 CPU Target Award | (D) Prorated Earned 2020 CPU Award Based on 2021 Performance (Year Two of Three)* | 2019 CPU Target Amount | (E) Prorated Earned 2019 CPU Award Based on 2021 Performance (Year Three of Three)* | (F) Prorated Earned 2019 CPU Award Based on 2019 - 2021 ROIC Modifier** | | Wendell P. Weeks | $11,650,000 | $2,912,500 | 175% | $1,529,063 | $2,437,500 | $1,279,688 | $5,850,000 | $3,071,250 | $1,039,544 | | R. Tony Tripeny | 2,550,000 | 637,500 | 175% | 334,688 | 587,500 | 308,438 | 1,410,000 | 740,250 | 250,556 | | Lawrence D. McRae | 2,600,000 | 650,000 | 175% | 341,250 | 637,500 | 334,688 | 1,530,000 | 803,250 | 271,881 | | Eric S. Musser | 4,100,000 | 1,025,000 | 175% | 538,125 | 731,250 | 383,906 | 1,410,000 | 740,250 | 250,557 | | Lewis A. Steverson | 3,450,000 | 862,500 | 175% | 452,813 | 631,250 | 331,406 | 1,065,000 | 559,125 | 189,250 |

  93. 2021 Summary Compensation Table

    | each annual portion is reduced by 10% before applying the annual performance factor since such portion is subject to the 3-year ROIC modifier which result is not known until the end of the 3-year performance period* | | 2019 CPUs were subject to a +3% modifier based on 2019-2021 ROIC improvement of 150 basis points against pre-established objectives** | | The amount disclosed in column (f) of the Summary Compensation Table consists of the total (A) + (B) + (C) + (D) + (E) + (F) shown in this footnote (3). |

  94. 2021 Summary Compensation Table

    | The amounts in column (g) reflect the increase in the actuarial present value of the NEOs’ benefits under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Although column (g) is also used to report the amount of above-market earnings on compensation that is deferred under the nonqualified deferred compensation plan, Corning does not have any above-market earnings under its nonqualified deferred compensation plan, also referred to as the Supplemental Investment Plan. In 2021 the discount rate used to value the actuarial liability increased approximately 36 basis points from 2.52% to 2.88%. This change resulted in a decrease in the present value of pension benefits for Messrs. Weeks (-$2,088,539) and McRae (-$561,891), which results in zero value reported in the Summary Compensation Table. Discount rate changes over the past several years have resulted in significant year-to-year fluctuations in the present value of pension benefits as shown below:(3) |

  95. 2021 Summary Compensation Table

    | Named Executive Officer | 2021 Present Value of Pension Benefits | 2020 Present Value in Pension Benefits | 2019 Present Value of Pension Benefits | 2018 Present Value of Pension Benefits | | Wendell P. Weeks | $31,472,765 | $33,561,304 | $32,230,668 | $27,702,770 | | R. Tony Tripeny | 9,949,343 | 9,534,467 | 8,831,472 | 6,974,564 | | Lawrence D. McRae | 12,187,537 | 12,749,428 | 12,277,918 | 10,435,294 | | Eric S. Musser | 11,147,934 | 10,984,568 | --------- Not a NEO -------- | | | Lewis A. Steverson | 3,555,981 | | --------- Not a NEO -------- | | | Valuation Discount Rate | 2.88% | 2.52% | 3.31% | 4.29% |

  96. 2021 Summary Compensation Table

    | CORNING 2022 PROXY STATEMENT | 69 |

  97. 2021 Summary Compensation Table

    | The following table shows “All Other Compensation” amounts provided to the NEOs. The value of the personal aircraft rights in the table below reflects the incremental cost of providing such perquisites and is calculated based on the average variable operating costs to the Company. Hourly rates are developed using variable operating costs that include fuel costs, mileage, maintenance, crew travel expense, catering and other miscellaneous variable costs. Fixed costs that do not change based on usage, such as pilot salaries, hangar expense and general taxes and insurance, are excluded.(4) |

  98. 2021 Summary Compensation Table

    | Named Executive Officer | Year | Company Match on Qualified 401(k) Plan | Company Match on Supplemental Investment Plan | Value of Personal Aircraft Rights(i) | Value of Home Security Costs and Financial Counseling(ii) | Expatriate Benefits | Other(iii) | Total All Other Compensation | | Wendell P. Weeks | 2021 | $10,703 | $81,468 | $131,243 | $193,364(iv) | $0 | $12,834 | $429,612 | | R. Tony Tripeny | 2021 | 5,200 | 26,698 | 4,235 | 59,946 | 0 | 10,931 | 107,010 | | Lawrence D. McRae | 2021 | 6,422 | 45,053 | 24,110 | 3,231 | 0 | 431 | 79,247 | | Eric S. Musser | 2021 | 15,490 | 0 | 65,431 | 0 | 0 | 5,506 | 86,427 | | Lewis A. Steverson | 2021 | 5,200 | 28,064 | 77,356 | 3,609 | 0 | 1,431 | 115,660 |

  99. 2021 Summary Compensation Table

    | (i) | Amounts shown above reflect aircraft usage during calendar year 2021. Mr. Weeks’s use of Corning aircraft for travel to non-Corning corporate board meetings is also included. | | (ii) | NEOs may use their executive allowance for residential security or financial counseling services. Corning reimburses for expenses incurred within the individual allowance, and imputes the income. | | (iii) | These amounts include costs attributable to executive physicals, including associated travel costs, an annual Board gift, and contributions made under the Corning Incorporated Foundation Matching Gifts Program. | | (iv) | This reflects Company-paid expenses relating to personal and residential security benefitting Mr. Weeks and, through association, his family. Mr. Weeks’ personal safety and security are of vital importance to the Company’s business and prospects, and the Board considers these costs to be appropriate. However, because these costs can be viewed as conveying a personal benefit to Mr. Weeks, they are reported as perquisites in this column. |

  100. 2021 Summary Compensation Table

    | 70 | CORNING 2022 PROXY STATEMENT |

  101. 2021 Grants of Plan-Based Awards

    2021 Grants of Plan-Based Awards

  102. 2021 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | (a) | | (b) | (c) | (d)(1) | (e)(1) | (f)(1) | (g)(2) | (h)(2) | (i)(2) | (j) | (k) | (l) | (m) | (n) | | Named Executive Officer | Award | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Wendell P. Weeks | Performance Incentive Plan | n/a | | 0 | 2,295,000 | 4,590,000 | | | | | | | | | | | GoalSharing Plan | n/a | | 0 | 76,500 | 153,000 | | | | | | | | | | | Cash Performance Units | 2/3/21 | 2/3/21 | 0 | 2,912,500 | 6,407,500 | | | | | | | | | | | 2020 Performance Share Units | 2/3/21 | 2/3/21 | | | | 0 | 76,531 | 168,368 | | | | 36.34 | 2,781,137(3) | | | 2021 Performance Share Units | 4/1/21 | 2/3/21 | | | | 0 | 39,725 | 87,395 | | | | 43.99 | 1,747,503(4) | | | Time-Based Restricted Stock Units | 4/1/21 | 2/3/21 | | | | | | | 79,450 | | | 43.99 | 3,495,006(5) | | R. Tony Tripeny | Performance Incentive Plan | n/a | | 0 | 760,000 | 1,520,000 | | | | | | | | | | | GoalSharing Plan | n/a | | 0 | 40,000 | 80,000 | | | | | | | | | | | Cash Performance Units | 2/3/21 | 2/3/21 | 0 | 637,500 | 1,402,500 | | | | | | | | | | | 2020 Performance Share Units | 2/3/21 | 2/3/21 | | | | 0 | 18,446 | 40,581 | | | | 36.34 | 670,328(3) | | | 2021 Performance Share Units | 4/1/21 | 2/3/21 | | | | 0 | 8,695 | 19,129 | | | | 43.99 | 382,493(4) | | | Time-Based Restricted Stock Units | 4/1/21 | 2/3/21 | | | | | | | 17,390 | | | 43.99 | 764,986(5) | | Lawrence D. McRae | Performance Incentive Plan | n/a | | 0 | 724,880 | $1,449,760 | | | | | | | | | | | GoalSharing Plan | n/a | | 0 | 42,640 | 85,280 | | | | | | | | | | | Cash Performance Units | 2/3/21 | 2/3/21 | 0 | 650,000 | 1,430,000 | | | | | | | | | | | 2020 Performance Share Units | 2/3/21 | 2/3/21 | | | | 0 | 20,016 | 44,035 | | | | 36.34 | 727,381(3) | | | 2021 Performance Share Units | 4/1/21 | 2/3/21 | | | | 0 | 8,866 | 19,505 | | | | 43.99 | 390,015(4) | | | Time-Based Restricted Stock Units | 4/1/21 | 2/3/21 | | | | | | | 17,731 | | | 43.99 | 779,987(5) |

  103. 2021 Grants of Plan-Based Awards

    | CORNING 2022 PROXY STATEMENT | 71 |

  104. 2021 Grants of Plan-Based Awards

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | | | (a) | | (b) | (c) | (d)(1) | (e)(1) | (f)(1) | (g)(2) | (h)(2) | (i)(2) | (j) | (k) | (l) | (m) | (n) | | Named Executive Officer | Award | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Eric S. Musser | Performance Incentive Plan | n/a | | 0 | 1,080,000 | 2,160,000 | | | | | | | | | | | GoalSharing Plan | n/a | | 0 | 45,000 | 90,000 | | | | | | | | | | | Cash Performance Units | 2/3/21 | 2/3/21 | 0 | 1,025,000 | 2,255,000 | | | | | | | | | | | 2020 Performance Share Units | 2/3/21 | 2/3/21 | | | | 0 | 18,446 | 40,581 | | | | 36.34 | 670,328(3) | | | 2021 Performance Share Units | 4/1/21 | 2/3/21 | | | | 0 | 13,980 | 30,756 | | | | 43.99 | 614,980(4) | | | Time-Based Restricted Stock Units | 4/1/21 | 2/3/21 | | | | | | | | | 27,961 | 43.99 | 1,230,004(5) | | | 2020 Performance Share Units | 2/3/21 | 2/3/21 | | | | 0 | 3,180 | 6,996 | | | | 36.34 | 115,561(3) | | Lewis A. Steverson | Performance Incentive Plan | n/a | | 0 | 701,250 | 1,402,500 | | | | | | | | | | | GoalSharing Plan | n/a | | 0 | 41,250 | 82,500 | | | | | | | | | | | Cash Performance Units | 2/3/21 | 2/3/21 | 0 | 862,500 | 1,897,500 | | | | | | | | | | | 2020 Performance Share Units | 2/3/21 | 2/3/21 | | | | 0 | 15,699 | 34,538 | | | | 36.34 | 570,502(3) | | | 2021 Performance Share Units | 4/1/21 | 2/3/21 | | | | 0 | 11,764 | 25,881 | | | | 43.99 | 517,498(4) | | | Time-Based Restricted Stock Units | 4/1/21 | 2/3/21 | | | | | | | | | 23,528 | 43.99 | 1,034,997(5) | | | 2020 Performance Share Units | 2/3/21 | 2/3/21 | | | | 0 | 2,904 | 6,389 | | | | 36.34 | 105,531(3) |

  105. 2021 Grants of Plan-Based Awards

    | The amounts shown in columns (d), (e) and (f) reflect the award amounts under (i) the Company’s 2021 Performance Incentive Plan (PIP) (ii) the 2021 GoalSharing Plan and (iii) the Cash Performance Units (CPUs) under the Corning 2021 Corporate Performance Plan. Awards under these plans are paid in cash. If the threshold level of performance is not met, the payout will be 0%. If the performance target is met, the payout will be 100% of the target award. If the maximum level of performance is met for GoalSharing and PIP, the payout will be 200% of the target award, and 220% for CPUs, which represents the 200% performance metrics cap plus the maximum 10% ROIC modifier. PIP and GoalSharing awards are based on the individual’s cash 2021 bonus target and year-end base salary. Actual awards earned for CPUs are based on average annual performance against established metrics for three one-year performance periods (2021, 2022 and 2023), adjusted up or down by up to 10% based on ROIC results versus the pre-established goal for the three-year period, and will be payable in February 2024.(1) | | The amounts shown in columns (g), (h) and (i) reflect PSUs that are earned based on 2021 performance. If the threshold level of performance is not met, the payout will be 0%. If the performance target is met, the payout will be 100% of the target award. If the maximum level of performance is met the payout will be 220% of the target award which represents the 200% performance metrics cap plus the maximum 10% ROIC modifier. Actual awards earned for PSUs are based on average annual performance against established metrics for three one-year performance periods (2021, 2022, 2023 for 2021 PSUs, and 2020, 2021 and 2022 for 2020 PSUs), adjusted up or down by up to 10% based on ROIC results versus the pre-established ROIC goal for the three-year period. The awards will be payable in April 2024 for the 2021 PSUs and April 2023 for the 2020 PSUs. Because the grant date for a PSU occurs when the performance goals are approved, the reported number of shares reflects the portion of the PSUs for which performance goals were set in 2021 (i.e. 1/3 of the total award).(2) |

  106. 2021 Grants of Plan-Based Awards

    | 72 | CORNING 2022 PROXY STATEMENT |

  107. 2021 Grants of Plan-Based Awards

    | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of PSUs granted in calendar year 2021 and correspond to the amounts set forth in column (d) for 2021 of the Summary Compensation Table. Mr. Musser was awarded additional PSUs in connection with his promotion to President and Chief Operating Officer. Mr. Steverson was awarded additional PSUs in connection with his expanded role as Executive Vice President, Chief Administrative Officer and General Counsel.(3) | | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of PSUs granted in calendar year 2021 pursuant to the Corning 2012 Long-Term Incentive Plan and correspond to the amounts set forth in column (d) for 2021 of the Summary Compensation Table.(4) | | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of awards granted in calendar year 2021 pursuant to the Corning 2012 Long-Term Incentive Plan and correspond to the amounts set forth in column (d) for 2021 of the Summary Compensation Table. Awards vest 100% three years after grant date.(5) |

  108. 2021 Grants of Plan-Based Awards

    | CORNING 2022 PROXY STATEMENT | 73 |

  109. Outstanding Equity Awards at 2021 Fiscal Year-End

    Outstanding Equity Awards at 2021 Fiscal Year-End The following table shows stock option awards classified as exercisable and unexercisable as of December 31, 2021. The table also shows unvested restricted stock and restricted stock unit awards assuming a market value of $37.23 a share (the NYSE closing price of the Company’s stock on December 31, 2021).

  110. Outstanding Equity Awards at 2021 Fiscal Year-End

    | Option Awards | | | | | | | Stock Awards | | | | | Named Executive Officer | Grant Date | Vesting Code(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Wendell P. Weeks | 04/30/14 | A | 41,846 | 0 | 20.91 | 04/30/24 | 547,122 | $20,369,352 | 211,012 | $7,855,977 | | | 05/30/14 | A | 41,080 | 0 | 21.30 | 05/30/24 | | | | | | | 03/31/15 | A | 44,092 | 0 | 22.68 | 03/31/25 | | | | | | | 04/30/15 | A | 47,778 | 0 | 20.93 | 04/30/25 | | | | | | | 05/29/15 | A | 47,801 | 0 | 20.92 | 05/29/25 | | | | | | | 05/31/16 | A | 49,366 | 0 | 20.89 | 05/31/26 | | | | | | | 03/31/17 | A | 137,514 | 0 | 27.00 | 03/31/27 | | | | | | | 04/02/18 | A | 149,849 | 0 | 27.03 | 04/02/28 | | | | | | | 04/01/19 | A | 0 | 143,721 | 33.92 | 04/01/29 | | | | | | | 05/15/20 | B | 14,509 | 29,016 | 19.65 | 05/15/30 | | | | | | | Total | | 573,835 | 172,737 | | | | | | | | R. Tony Tripeny | 03/31/14 | A | 6,004 | 0 | 20.82 | 03/31/24 | 130,360 | 4,853,303 | 48,220 | 1,795,231 | | | 04/30/14 | A | 5,978 | 0 | 20.91 | 04/30/24 | | | | | | | 05/30/14 | A | 5,869 | 0 | 21.30 | 05/30/24 | | | | | | | 03/31/15 | A | 5,787 | 0 | 22.68 | 03/31/25 | | | | | | | 04/30/15 | A | 6,271 | 0 | 20.93 | 04/30/25 | | | | | | | 05/29/15 | A | 6,274 | 0 | 20.92 | 05/29/25 | | | | | | | 03/31/16 | A | 8,377 | 0 | 20.89 | 03/31/26 | | | | | | | 04/29/16 | A | 9,373 | 0 | 18.67 | 04/29/26 | | | | | | | 05/31/16 | A | 8,377 | 0 | 20.89 | 05/31/26 | | | | | | | 03/31/17 | A | 31,670 | 0 | 27.00 | 03/31/27 | | | | | | | 04/02/18 | A | 35,381 | 0 | 27.03 | 04/02/28 | | | | | | | 04/01/19 | A | 0 | 34,640 | 33.92 | 04/01/29 | | | | | | | 05/15/20 | B | 5,234 | 10,466 | 19.65 | 05/15/30 | | | | | | | Total | | 134,595 | 45,106 | | | | | | |

  111. Outstanding Equity Awards at 2021 Fiscal Year-End

    | 74 | CORNING 2022 PROXY STATEMENT |

  112. Outstanding Equity Awards at 2021 Fiscal Year-End

    | Option Awards | | | | | | | Stock Awards | | | | | Named Executive Officer | Grant Date | Vesting Code(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Lawrence D. McRae | 03/31/16 | A | 13,463 | 0 | 20.89 | 03/31/26 | 140,527 | $5,231,820 | 50,616 | $1,884,434 | | | 04/29/16 | A | 15,064 | 0 | 18.67 | 04/29/26 | | | | | | | 05/31/16 | A | 13,463 | 0 | 20.89 | 05/31/26 | | | | | | | 03/31/17 | A | 37,504 | 0 | 27.00 | 03/31/27 | | | | | | | 04/02/18 | A | 39,960 | 0 | 27.03 | 04/02/28 | | | | | | | 04/01/19 | A | 0 | 37,588 | 33.92 | 04/01/29 | | | | | | | 05/15/20 | B | 6,067 | 12,133 | 19.65 | 05/15/30 | | | | | | | Total | | 125,521 | 49,721 | | | | | | | | Eric S. Musser | 04/01/19 | A | 0 | 34,640 | 33.92 | 04/01/29 | 157,693 | 5,870,910 | 67,892 | 2,527,619 | | | 05/15/20 | B | 6,284 | 12,566 | 19.65 | 05/15/30 | | | | | | | Total | | 6,284 | 47,206 | | | | | | | | Lewis A. Steverson | 04/01/19 | A | 0 | 26,165 | 33.92 | 04/01/29 | 153,284 | 5,706,763 | 57,616 | 2,145,044 | | | 05/15/20 | B | 0 | 6,338 | 19.65 | 05/15/30 | | | | | | | Total | | 0 | 32,503 | | | | | | |

  113. Outstanding Equity Awards at 2021 Fiscal Year-End

    | The Company uses the following vesting codes:(1) | | | A: | 100% Vesting 3 years after grant date | | B: | 1/3 Vesting 1 year after grant date, 1/3 Vesting 2 years after grant date and 1/3 Vesting 3 years after grant date | | Amounts include:(2) | | | (i) | 69,052; 16,393; 17,816; 16,393 and 12,301 restricted share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson respectively, on April 1, 2019, which vest on April 15, 2022. | | (ii) | 147,612; 35,383; 38,423; 35,394 and 30,081 restricted share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson, respectively, on April 1, 2020, and 6,142 and 5,608,restricted share units granted to Messrs. Musser and Steverson, respectively, on June 15, 2020, which vest on April 14, 2023. | | (iii) | 5,803; 2,093; 2,426; 2,513 and 21,003 restricted share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson, respectively, on May 15, 2020, which vest ratably on May 15, 2022, and May 15, 2023. | | (iv) | 1,159 restricted share units granted to Mr. Steverson on June 15, 2020 which vest ratably on June 15, 2022 and June 15, 2023 | | (v) | 245,205; 59,101; 64,131; 69,290; and 59,604 performance share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson, respectively, on July 15, 2020, which vest ratably on May 15, 2022 and May 15, 2023, and for which 2020 and 2021 payout factors have been determined. | | (vi) | 79,450; 17,390; 17,731; 27,961 and 23,528 restricted share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson, respectively, on April 1, 2021, which vest on April 15, 2024. | | Year-end market price is based on the December 31, 2021 NYSE closing price of $37.23.(3) | | | Amounts include:(4) | | | (i) | 91,837; 22,135; 24,019; 25,951 and 22,324 performance share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson, respectively, on July 15, 2020, which vest on April 15, 2023. | | (ii) | 119,175; 26,085; 26,597; 41,941; and 35,292 performance share units granted to Messrs. Weeks, Tripeny, McRae, Musser, and Steverson, respectively, on April 1, 2021, which vest on April 15, 2024. |

  114. Outstanding Equity Awards at 2021 Fiscal Year-End

    | CORNING 2022 PROXY STATEMENT | 75 |

  115. Qualified Pension Plan

    Qualified Pension Plan Corning maintains a qualified defined benefit pension plan to provide retirement income to Corning’s U.S.-based employees which was amended effective July 1, 2000, to include a cash balance component. All salaried and non-union hourly employees as of July 1, 2000, were given a choice to prospectively accrue benefits under the previously existing career average earnings formula or a cash balance formula, if so elected. Employees hired subsequent to July 1, 2000, earn benefits solely under the cash balance formula. Benefits earned under the career average earnings formula are equal to 1.5% of plan compensation plus 0.5% of plan compensation on which employee contributions have been made. Under the career average earnings formula, participants may retire as early as age 55 with 5 years of service. Unreduced benefits are available when a participant attains the earlier of age 60 with 5 years of service or age 55 with 30 years of service. Otherwise, benefits are reduced 4% for each year by which retirement precedes the attainment of age 60. Pension benefits earned under the career average earnings formula are distributed in the form of a lifetime annuity with six years of payments guaranteed. Benefits earned under the cash balance formula are expressed in the form of a hypothetical account balance. Each month a participant’s cash balance account is increased by (1) pay credits based on the participant’s plan compensation for that month and (2) interest credits based on the participant’s hypothetical account balance at the end of the prior month. Pay credits vary between 3% and 8% based on the participant’s age plus service at the end of the year. Interest credits are based on 10-year Treasury bond yields, subject to a minimum credit of 3.80%. Pension benefits under the cash balance formula may be distributed as either a lump sum of the participant’s hypothetical account balance or an actuarial equivalent life annuity. Messrs. Weeks, McRae and Musser are earning benefits under the career average earnings formula. Messrs. Tripeny and Steverson are earning benefits under the cash balance formula. All of the active NEOs except Mr. Steverson are currently eligible to retire under the plan.

  116. Supplemental Pension Plan and Executive Supplemental Pension Plan

    Supplemental Pension Plan and Executive Supplemental Pension Plan Since 1986, Corning has maintained non-qualified pension plans to attract and retain its executive workforce by providing eligible employees with retirement benefits in excess of those permitted under the qualified plans. The benefits provided under the Supplemental Pension Plan (SPP) are equal to the difference between the benefits provided under the Corning Incorporated Pension Plan and benefits that would have been provided thereunder if not for the limitations of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended (the Code). Each NEO participates in the Corning Incorporated Executive Supplemental Pension Plan (ESPP). Participants in the ESPP receive no benefits from the SPP, other than earned SPP benefits under the cash balance formula prior to their participation in the ESPP, if any (the value of which is subtracted from the final ESPP annuity benefit). Executives fully vest in their ESPP benefit upon attainment of age 50 with 10 years of service. All NEOs except Mr. Steverson are fully vested in the ESPP.

  117. Supplemental Pension Plan and Executive Supplemental Pension Plan

    | 76 | CORNING 2022 PROXY STATEMENT |

  118. Supplemental Pension Plan and Executive Supplemental Pension Plan

    Under the ESPP, participants earn benefits based on the highest 60 consecutive months of average plan compensation over the last 120 months immediately preceding the date of termination of employment. A change in the benefits provided under the ESPP formula was approved in December 2006. Following the change, gross benefits determined under this plan are equal to one of two benefit formulas: Formula A: 2.0% of average plan compensation multiplied by years of service up to 25 years Formula B: 1.5% of average plan compensation multiplied by years of service. Benefits are determined under Formula A for all NEOs. Benefits earned under the Corning Incorporated Pension Plan and the cash balance formula of the SPP prior to ESPP participation, if any, will offset benefits earned under the ESPP. Participants may retire as early as age 55 with 10 years of service. Unreduced benefits under Formulas A and B are available when a participant attains the earlier of age 60 with 10 years of service or age 55 with 25 years of service. Participants with accrued benefits in excess of four times the annual compensation limitation under Section 401(a)(17) of the Code must be age 57 with 25 years of service to receive an unreduced benefit under the ESPP. Otherwise, benefits are reduced 4% for each year by which retirement precedes the attainment of age 60. Benefit reductions of 1% per year by which retirement precedes age 57 apply if the four-times-annual-compensation-limit rule noted above is in effect for the participant. Benefits earned under the ESPP are distributed in the form of a lifetime annuity, with six years of payments guaranteed except for benefits earned under the cash balance formula of the SPP prior to becoming a participant in the ESPP, which is distributed as a lump sum of the participant’s credited balance. All NEOs except Mr. Steverson are currently eligible to retire under the ESPP.

  119. Pension Benefits

    Pension Benefits The table below shows the actuarial present value of accumulated benefits payable to each of the NEOs, including the number of years of service credited to each such NEO, under the qualified pension plan and the ESPP. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements with the exception of the assumed retirement age and the assumed probabilities of leaving employment prior to retirement. Retirement was assumed to occur at the earliest possible unreduced retirement age for each plan in which the executive participates. For purposes of determining the earliest unreduced retirement age, service was assumed to be granted until the actual date of retirement. For example, an executive under the ESPP formula who is age 50 with 20 years of service would be assumed to retire at age 55 due to eligibility of unreduced benefits at 25 years of service. No termination, disability or death was assumed to occur prior to retirement. Otherwise, the assumptions used are described in Note 12 to our Financial Statements for the year ended December 31, 2021, of our Annual Report on Form 10-K filed with the SEC on February 14, 2022.

  120. Pension Benefits

    | Named Executive Officer | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Wendell P. Weeks | Qualified Pension Plan | 39 | $2,367,047 | $0 | | | ESPP | 25(1) | 29,105,718 | 0 | | R. Tony Tripeny | Qualified Pension Plan | 36 | 492,058 | 0 | | | ESPP | 25(1) | 9,457,285 | 0 | | Lawrence D. McRae | Qualified Pension Plan | 36 | 2,011,722 | 0 | | | ESPP | 25(1) | 10,175,815 | 0 | | Eric S. Musser | Qualified Pension Plan | 36 | 1,825,862 | 0 | | | ESPP | 25(1) | 9,322,072 | 0 | | Lewis A. Steverson | Qualified Pension Plan | 9 | 168,156 | 0 | | | ESPP | 9 | 3,387,825 | 0 |

  121. Pension Benefits

    | Under Formula A, years of service are capped at 25 years, in determining benefits under the ESPP.(1) |

  122. Pension Benefits

    | CORNING 2022 PROXY STATEMENT | 77 |

  123. Pension Benefits

    The compensation considered for purposes of determining benefits under the qualified pension plan and the ESPP for the NEOs is the “Salary” plus the GoalSharing and PIP cash bonuses set forth in the Summary Compensation Table. Bonuses are included as compensation in the calendar year paid. Long-term cash or equity incentives are not (and have never been) considered as eligible earnings for determining retirement benefits under these plans. For the 2021 calendar year, the NEOs’ eligible earnings and final average compensation were as follows:

  124. Pension Benefits

    | | As of December 31, 2021 | | | Named Executive Officer | Eligible Pension Earnings | Final Average Earnings | | Wendell P. Weeks | $3,828,101 | $3,800,265 | | R. Tony Tripeny | 1,371,479 | 1,210,847 | | Lawrence D. McRae | 1,596,967 | 1,513,477 | | Eric S. Musser | 1,703,751 | 1,355,336 | | Lewis A. Steverson | 1,435,915 | 1,251,552 |

  125. Pension Benefits

    Non-qualified Deferred Compensation The table below shows the contributions, earnings and account balances for the NEOs in the Supplemental Investment Plan. Pursuant to the Company’s Supplemental Investment Plan, the NEOs may choose to defer up to 75% of annual base salary and up to 75% of GoalSharing and PIP cash bonuses. The participant chooses from the same funds available under our Company Investment Plan (401(k)) in which to “invest” the deferred amounts. No cash is actually invested in the unfunded accounts under the Supplemental Investment Plan. Deferred amounts incur gains and losses based on the performance of the individual participant’s investment fund selections. Participants may change their elections among these fund options. Corning does not have any above market earnings under its Supplemental Investment Plan. All of our current NEOs have more than three years of service with the Company, so all of the Company’s matching contributions are fully vested. Participants cannot withdraw any amounts from their deferred compensation balances until retirement from the Company at or after age 55 with 5 years of service. Participants may elect to receive distributions as a lump sum payment or two to five annual installments. If an NEO leaves the Company prior to retirement, the account balance is distributed in a lump sum six months following the executive’s departure. No NEO withdrawals or distributions were made in 2021.

  126. Pension Benefits

    | Named Executive Officer | Aggregate Balance at January 1, 2021 | Executive Contributions in 2021(1) | Company Contributions in 2021(2) | Aggregate Earnings in 2021(3) | Aggregate Withdrawals/ Distributions in 2021 | Aggregate Balance as of December 31, 2021 | | Wendell P. Weeks | $8,581,792 | $79,159 | $81,468 | $825,059 | $0 | $9,567,478 | | R. Tony Tripeny | 4,362,855 | 133,490 | 26,698 | 814,458 | 0 | 5,337,501 | | Lawrence D. McRae | 45,302 | 72,960 | 45,053 | 8,330 | 0 | 171,645 | | Eric S. Musser | 0 | 0 | 0 | 0 | 0 | 0 | | Lewis A Steverson | 754,315 | 133,648 | 28,064 | 92,460 | 0 | 1,008,487 |

  127. Pension Benefits

    | Reflects participation in the Supplemental Investment Plan by Messrs. Weeks, Tripeny, McRae and Steverson in the deferral of a portion of their 2021 base salaries and participation by Messrs. Tripeny and Steverson in the deferral of a portion of the bonus received in 2021 for prior year performance. The Named Executive Officers’ contributions are included in the Summary Compensation Table, as a part of Salary and/or Non-Equity Incentive Plan Compensation.(1) | | Reflects Company match on the Supplemental Investment Plan, which was credited to the account of the Named Executive Officers in 2021. All of these amounts are included in the All Other Compensation column of the Summary Compensation Table (and are also detailed in footnote (5) to that Table).(2) | | Reflects aggregate earnings on each type of deferred compensation listed above. The earnings on deferred base salary and bonus payments are calculated based on the actual returns from the same fund choices that Company employees have in the qualified 401(k) plan. Currently, employees have 16 fund choices that they may select from. As nonqualified plans, these plans are unfunded, which means that no actual dollars are invested in these funds. The Company does not provide any above-market interest rates or other special terms for any deferred amounts. These amounts are not included in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table.(3) |

  128. Pension Benefits

    | 78 | CORNING 2022 PROXY STATEMENT |

  129. Pension Benefits

    Arrangements with Named Executive Officers

  130. Director Nominees for Inclusion in Next Year’s Proxy Statement

    Director Nominees for Inclusion in Next Year’s Proxy Statement Our by-laws permit a group of shareholders (up to 20) who have owned at least 3% of Corning’s common stock for at least 3 years to submit director nominees for the greater of two directors or the largest whole number that does not exceed 20% of our Board. These director nominees will be included in our proxy statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our by-laws. When to send these notices of director nominees: Notices of director nominees submitted under these by-law provisions must be received no earlier than December 29, 2022 and no later than January 28, 2022. Where to send these notices of director nominees: Notices should be addressed to Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. What to include: Notices must include the information required by our by-laws, which are available on Corning’s website.