DEF 14A of Corning Inc /Ny, Mar 17, 2023

DEF 14A of Corning Inc /Ny

Filed Mar 17, 2023 · FY20220001206774-23-000387

Open on EDGAR

  1. Our Director Nominees

    Our Director Nominees All director nominees are independent with the exception of Mr. Weeks.

  2. Our Director Nominees

    | Name and Primary Occupation | Age | Director since | Committee Memberships* | Other Public Company Boards | | Donald W. Blair Retired Executive Vice President and Chief Financial Officer, NIKE, Inc. | 64 | 2014 | • Audit • Finance | 1 | | Leslie A. Brun Chairman and Chief Executive Officer, Sarr Group, LLC | 70 | 2018 | • Audit • Compensation | 1 | | Stephanie A. Burns Retired Chairman and Chief Executive Officer, Dow Corning Corporation | 68 | 2012 | • Audit • Corporate Responsibility (Chair) | 2 | | Richard T. Clark, Lead Independent Director Retired Chairman, Chief Executive Officer and President, Merck & Co., Inc. | 77 | 2011 | • Compensation • Executive • Governance | 0 | | Pamela J. Craig Retired Chief Financial Officer, Accenture plc. | 66 | 2021 | • Audit • Corporate Responsibility | 3 | | Robert F. Cummings, Jr. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co. | 73 | 2006 | • Executive • Finance (Chair) • Governance | 0 | | Roger W. Ferguson, Jr. Retired President and Chief Executive Officer, TIAA | 71 | 2021 | • Compensation • Governance | 2 | | Deborah A. Henretta Retired Group President of Global E-Business, Procter & Gamble Company | 61 | 2013 | • Corporate Responsibility • Information Technology | 3 | | Daniel P. Huttenlocher Dean, MIT Stephen A. Schwarzman College of Computing | 64 | 2015 | • Finance • Information Technology | 1 | | Kurt M. Landgraf Retired President, Washington College | 76 | 2007 | • Audit (Chair) • Compensation • Executive | 0 | | Kevin J. Martin Vice President, US Public Policy, Meta Platforms, Inc. | 56 | 2013 | • Corporate Responsibility • Governance | 0 | | Deborah D. Rieman Retired Executive Chairman, Metamarkets Group | 73 | 1999 | • Compensation (Chair) • Information Technology | 0 | | Hansel E. Tookes II Retired Chairman and Chief Executive Officer, Raytheon Aircraft Company | 75 | 2001 | • Compensation • Executive • Governance (Chair) | 1 | | Wendell P. Weeks Chairman and Chief Executive Officer, Corning Incorporated | 63 | 2000 | • Executive (Chair) | 1 | | Mark S. Wrighton President, George Washington University | 73 | 2009 | • Finance • Information Technology (Chair) | 0 |

  3. Our Director Nominees

    *Audit = Audit Committee; Compensation = Compensation and Talent Management Committee; Corporate Responsibility = Corporate Responsibility and Sustainability Committee; Executive = Executive Committee; Finance = Finance Committee; Governance = Nominating and Corporate Governance Committee; Information Technology = Information Technology Committee

  4. Our Director Nominees

    | CORNING 2023 PROXY STATEMENT | 19 |

  5. Corning’s Director Nominees

    Corning’s Director Nominees

  6. Corning’s Director Nominees

    | | Donald W. Blair Director Since 2014. Age 64. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Blair brings nearly 40 years of financial expertise and management experience at the international, operational, and corporate levels to Corning. He also has proven experience in developing and implementing strategies for delivering sustainable, profitable growth in international organizations. As a former chief financial officer of a Fortune 100 company, Mr. Blair brings expertise in financial reporting, experience with assessing the efficacy of mergers and acquisitions of international companies on a global scale, as well as insight into assessing the efficacy of internal controls over financial reporting. | | | | | | | Committees • Audit • Finance | | | | | | | | Current Public and Investment Company Directorships • Dropbox, Inc. | | | | | | | | Public and Investment Company Directorships Held During the Past 5 Years • None | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Accounting | | Operations | | |

  7. Corning’s Director Nominees

    | | Leslie A. Brun Director Since 2018. Age 70. 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, senior advisor of G100, Council Advisors, 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., 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. Experience, Skills and Qualifications of Particular Relevance to Corning: As the current and former chief executive officer of a number of large investment organizations, Mr. Brun brings to the board expertise in finance and investment banking, as well as overall operating and management experience. He has significant experience in identifying and evaluating investment opportunities across a range of industries. He also brings extensive public company directorship and committee experience, in particular with respect to the governance issues facing large public companies. | | | | | | | Committees • Audit • Compensation | | | | | | | | Current Public and Investment Company Directorships • Ariel Alternatives, LLC • Broadridge Financial Solutions, Inc. | | | | | | | | Public and Investment Company Directorships Held During the Past 5 Years • Ariel Investments, LLC • CDK Global Inc. • Hewlett Packard Enterprise Company • Merck & Co., Inc. • NXT Capital Inc. • Praesidium SGR | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Accounting | | Corporate Governance and Ethics | | Compensation and Talent Management | | | | Strategic Planning and Oversight | | Industry Experience | | |

  8. Corning’s Director Nominees

    | 40 | CORNING 2023 PROXY STATEMENT |

  9. Corning’s Director Nominees

    | | | Stephanie A. Burns Director Since 2012. Age 68. Retired Chairman and Chief Executive Officer, Dow Corning Corporation Dr. Burns has nearly 38 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. Experience, Skills and Qualifications of Particular Relevance to Corning: As the former chief executive officer of a major chemical company, Dr. Burns brings to Corning’s Board broad expertise in global innovation, directing scientific research, manufacturing and commercial management, and science and technology leadership. Reflecting the deep technical skills related to her Ph.D. in organic chemistry, and as the past honorary president of the Society of Chemical Industry, chair of the American Chemistry Council and member of President Obama’s President’s Export Council, Dr. Burns brings the perspectives of a leader in scientific innovation to the Board. Her background in organic chemistry and experience in managing the impacts of manufacturing on the environment, understanding of the effective management and disclosure of environmental, social and governance (ESG) risks and opportunities, and her educated perspective on corporate sustainability practices ensure the appropriate oversight of ESG at Corning and enable the driving of long-term value for stakeholders. | | | | | | | | 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 | | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | | Corporate Governance and Ethics | | Compensation and Talent Management | | Operations | | | | | Strategic Planning and Oversight | | Technology and Innovation | | Industry Experience |

  10. Corning’s Director Nominees

    | CORNING 2023 PROXY STATEMENT | 41 |

  11. Corning’s Director Nominees

    | | Richard T. Clark Director Since 2011. Age 77. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: As the former chairman, president and chief executive officer of a Fortune 100 company, Mr. Clark brings broad managerial and operational expertise, deep business knowledge, and a track record of corporate achievement to the Board. His perspective on the complex issues facing public, R&D-focused global companies provides a unique perspective to the Board and management team regarding the navigation of volatile operating environments and the management of long-term investments to support the Company’s innovation-focused growth plans. | | | | | | | Committees • Compensation • Executive • Nominating and Corporate Governance | | | | | | | | Current Public and Investment Company Directorships • None | | | | | | | | Public and Investment Company Directorships Held During the Past 5 Years • Automatic Data Processing, Inc. | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Legal and Regulatory | | Compensation and Talent Management | | Operations | | | | Strategic Planning and Oversight | | Industry Experience | | |

  12. Corning’s Director Nominees

    | | Pamela J. Craig Director Since 2021. Age 66. 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. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: Ms. Craig brings to Corning’s Board over 34 years of finance, management, operational, technology and international business expertise from her time as chief financial officer at Accenture. Her skills and experience as the CFO of Accenture are particularly relevant to the perspective she brings to the Audit Committee. In particular, she brings knowledge of business transformations, mergers and acquisitions, strategic planning and business process improvement. She also brings broad oversight and strategic skills from her time on the boards of several large, global public companies. | | | | | | | 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. | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Operations | | | | Strategic Planning and Oversight | | Industry Experience | | |

  13. Corning’s Director Nominees

    | 42 | CORNING 2023 PROXY STATEMENT |

  14. Corning’s Director Nominees

    | | Robert F. Cummings, Jr. Director Since 2006. Age 73. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co. Mr. Cummings retired as vice chairman of Investment Banking at JPMorgan Chase & Co. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Cummings’ brings nearly 50 years of investment banking experience to the Board; in particular, he brings expertise in public and private financing, business development, private equity, mergers and acquisitions, and other strategic financial issues. Additionally, he brings to the Board experience in the business development and growth of technology, telecommunications, and emerging businesses. Mr. Cummings’ expansive financial experience and broad skillset enable his effective leadership as Chair of our Finance Committee. | | | | | | | 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. | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Strategic Planning and Oversight | | | | |

  15. Corning’s Director Nominees

    | CORNING 2023 PROXY STATEMENT | 43 |

  16. Corning’s Director Nominees

    | | Roger W. Ferguson, Jr. Director Since 2021. Age 71. Retired President and Chief Executive Officer, TIAA Mr. Ferguson was the President and Chief Executive Officer of TIAA from April 2008 – April 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 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. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Ferguson’s extensive background in complex regulatory matters, and distinguished career as a financial services executive, enables him to provide invaluable insight to the Board in an evolving regulatory and asset management industry landscape. In addition, his extensive experience as a public company director has afforded him the ability to gain a well-informed understanding of key corporate governance and executive compensation matters. | | | | | | | Committees • Nominating and Corporate Governance • Compensation | | | | | | | | Current Public and Investment Company Directorships • Alphabet, Inc. • International Flavors & Fragrances, Inc. | | | | | | | | Public and Investment Company Directorships Held During the Past 5 Years • General Mills, Inc. • Blend Labs, Inc. | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Accounting | | Corporate Governance and Ethics | | Legal and Regulatory | | | | Strategic Planning and Oversight | | | | |

  17. Corning’s Director Nominees

    | 44 | CORNING 2023 PROXY STATEMENT |

  18. Corning’s Director Nominees

    | | Deborah A. Henretta Director Since 2013. Age 61. Retired Group President of Global E-Business, Procter & Gamble Company Ms. Henretta has over 37 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. 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. She is a senior advisor to G100, partner of Council Advisors, and spearheads SSA & Company’s digital transformation practice. Experience, Skills and Qualifications of Particular Relevance to Corning: Ms. Henretta brings to the board her extensive experience in transformative and inclusive leadership, global operations, government relations, brand building, marketing, emerging markets management, governance and ESG matters from her time as the Group President of Procter & Gamble’s Global E-Businesses, her numerous government appointments, and her ongoing development of corporate leaders and board members through the G100 and Council Advisors. She also brings to the Board a broad knowledge of the issues currently facing public companies, in particular the process of digital transformation, through her experience on the boards of other public companies and her current work with SSA & Company. | | | | | | | 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 • None | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Risk Oversight | | Corporate Governance and Ethics | | | | Legal and Regulatory | | Operations | | Strategic Planning and Oversight | | | | Technology and Innovation | | | | |

  19. Corning’s Director Nominees

    | CORNING 2023 PROXY STATEMENT | 45 |

  20. Corning’s Director Nominees

    | | Daniel P. Huttenlocher Director Since 2015. Age 64. 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 to 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. He has also served as the Chair of the John D. and Catherine T. MacArthur Foundation, an independent foundation that makes grants and impact investments to support non-profit organizations addressing global social challenges. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: Dr. Huttenlocher is a renowned computer science researcher and educator, inventor, innovator and entrepreneur with two dozen U.S. patents. He brings to the board extensive experience in technology innovation and commercialization, customer experience, software and artificial intelligence. In addition, his understanding of technical computing deepens our understanding of the cybersecurity landscape. | | | | | | | 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 | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Strategic Planning and Oversight | | Cybersecurity and Information Security | | | | Technology and Innovation | | Industry Experience | | |

  21. Corning’s Director Nominees

    | | Kurt M. Landgraf Director Since 2007. Age 76. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Landgraf brings to the Board a wealth of executive management experience in public companies, non-profit entities, higher education, and government. As former chief executive officer of ETS and chief financial officer of DuPont, he brings broad financial expertise and operations skills and experience, as well as specialized knowledge of technology, transportation, education, finance, pharmaceuticals, health care, energy, materials, and mergers and acquisitions. | | | | | | | 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 | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Accounting | | Corporate Governance and Ethics | | Compensation and Talent Management | | | | Operations | | Strategic Planning and Oversight | | Industry Experience |

  22. Corning’s Director Nominees

    | 46 | CORNING 2023 PROXY STATEMENT |

  23. Corning’s Director Nominees

    | | Kevin J. Martin Director Since 2013. Age 56. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: With twenty-years of legal, telecommunications, technology, and policy experience, Mr. Martin brings exceptional experience to the Board as former chairman of the FCC. His extensive experience in regulation and government affairs, international relations, and the media, telecommunications and technology sectors provide a unique and important perspective on the global communications transformation in which Corning participates. | | | | | | | 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 | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Legal and Regulatory | | Strategic Planning and Oversight | | | | Technology and Innovation | | Industry Experience | | |

  24. Corning’s Director Nominees

    | CORNING 2023 PROXY STATEMENT | 47 |

  25. Corning’s Director Nominees

    | | Deborah D. Rieman Director Since 1999. Age 73. Retired Executive Chairman, Metamarkets Group Dr. Rieman has more than 33 years of experience in the software and information technology industries. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: Dr. Rieman brings to the Board significant expertise in information technology, innovation, and entrepreneurial endeavours, as well as the technical skills related to her Ph.D. in mathematics. As the former president and chief executive officer of a software company specializing in security, she brings a deep IT security background to our Information Technology Committee. She also brings to the Board experience in technology development, marketing, business development, investor relations, and investment management, as well as significant institutional knowledge of Corning’s businesses. This significant experience with our Company gives her unique insight into the Company’s long-term performance and methods of long-term shareholder value creation. This understanding supports her role as Chair of our Compensation and Talent Management Committee, which prioritizes in its compensation strategies pay-for-performance and rewards for long-term value creation. | | | | | | | Committees • Compensation (Chair) • Information Technology | | | | | | | | Current Public and Investment Company Directorships • None | | | | | | | | Public and Investment Company Directorships Held During the Past 5 Years • None | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Risk Oversight | | Compensation and Talent Management | | | | Strategic Planning and Oversight | | Cybersecurity and Information Security | | Technology and Innovation | | | | Industry Experience | | | | |

  26. Corning’s Director Nominees

    | 48 | CORNING 2023 PROXY STATEMENT |

  27. Corning’s Director Nominees

    | | Hansel E. Tookes II Director Since 2001. Age 75. 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. He is a former Lieutenant Commander and military pilot in the United States Navy, and later also a commercial pilot with United Airlines. He is also a former member of the National Academies Aeronautics and Space Engineering Board. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Tookes has over 40 years of extensive experience in technology-driven business environments, operations, manufacturing, performance excellence, business development, and military and government contracting. He also brings his science and engineering education, military training and strategic executive perspective to the Board. Mr. Tookes’ extensive industry and public company board experience supports his understanding of the corporate governance, executive compensation, and the ESG landscape, positioning him to effectively lead the Company’s Nominating and Corporate Governance Committee. | | | | | | | 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. | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Risk Oversight | | Corporate Governance and Ethics | | | | Legal and Regulatory | | Compensation and Talent Management | | Operations | | | | Strategic Planning and Oversight | | Industry Experience | | |

  28. Corning’s Director Nominees

    | CORNING 2023 PROXY STATEMENT | 49 |

  29. Corning’s Director Nominees

    | | Wendell P. Weeks Director Since 2000. Age 63. 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. 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. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Weeks’s leadership in many of Corning’s businesses, contributions to the development of numerous technologies, and experience over 17 years as Corning’s chief executive officer gives him a unique understanding of Corning’s diverse business operations and life-changing innovations. He has proven skill in the development of emerging innovations, new product lines, and customer-related opportunities, in addition to his wide-ranging experience and knowledge of financial and accounting matters relevant to a global corporation. | | | | | | | 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. | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Accounting | | Legal and Regulatory | | Compensation and Talent Management | | | | Operations | | Strategic Planning and Oversight | | Technology and Innovation | | | | Industry Experience | | | | |

  30. Corning’s Director Nominees

    | 50 | CORNING 2023 PROXY STATEMENT |

  31. Corning’s Director Nominees

    | | Mark S. Wrighton Director Since 2009. Age 73. President, George Washington University Dr. Wrighton has nearly 30 years of leadership experience overseeing large research universities. He currently serves as 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. Experience, Skills and Qualifications of Particular Relevance to Corning: 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 grew 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. | | | | | | | Committees • Finance • Information Technology (Chair) | | | | | | | | Current Public and Investment Company Directorships • None | | | | | | | | Public and Investment Company Directorships Held During the Past 5 Years • Cabot Corporation • Azenta, Inc. (formerly known as Brooks Automation, Inc.) | | | | | | | | | Top Skills Brought to Our Board | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Strategic Planning and Oversight | | Technology and Innovation | | |

  32. Corning’s Director Nominees

    | CORNING 2023 PROXY STATEMENT | 51 |

  33. Corning’s Director Nominees

    The Compensation and Talent Management 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 and Talent Management 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 2022, 60% 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 instalments 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 2022, 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.

  34. 2022 Director Compensation

    2022 Director Compensation The following table outlines 2022 director compensation.

  35. 2022 Director Compensation

    | Annual Equity Grant | $205,000, comprised of 4,797 restricted stock units (valued as of the grant date) under our 2019 Equity Plan for Non-Employee Directors. These RSUs are not settled or available for transfer or sale until six months after the date of a director’s retirement or resignation. The grants are approved by the Board annually at its February meeting and directors joining after the February meeting receive a pro-rated grant for that year. | | Annual Cash Retainer | $110,000. The retainer amount is approved by the Board annually at its February meeting and directors joining after the February meeting receive a pro-rated retainer for that year. | | Lead Independent Director Additional Cash Compensation | $40,000 | | Committee Chair Additional Cash Compensation | Audit Committee Chair: $25,000 Compensation and Talent Committee Chair: $20,000 Other Committee Chairs: $15,000 |

  36. 2022 Director Compensation

    | 52 | CORNING 2023 PROXY STATEMENT |

  37. 2022 Director Compensation

    Director Compensation

  38. 2022 Director Compensation

    | Committee Member Additional Cash Compensation | Audit Committee Members: $18,000 Compensation and Talent Committee Members: $15,000 Executive, Finance, Nominating and Corporate Governance, Information Technology, and Corporate Responsibility and Sustainability Committee Members: $10,000 |

  39. 2022 Director Compensation

    In 2022, the directors below performed the specified leadership roles:

  40. 2022 Director Compensation

    | Name | Leadership Role | | Mr. Clark | Lead Independent Director | | Mr. Landgraf | Audit Committee Chair | | Dr. Rieman | Compensation and Talent Management 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 |

  41. 2022 Director Compensation

    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.

  42. Changes to Director Compensation in 2023

    Changes to Director Compensation in 2023 In February 2023, the Board approved an increase to the non-employee directors’ annual equity grant from $205,000 to $215,000 as a competitive measure, as proposed by the Compensation and Talent Management Committee in consultation with the Committee’s independent consultant. 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.

  43. Changes to Director Compensation in 2023

    | CORNING 2023 PROXY STATEMENT | 53 |

  44. Changes to Director Compensation in 2023

    Director Compensation

  45. 2022 DIRECTOR COMPENSATION TABLE

    2022 DIRECTOR COMPENSATION TABLE

  46. 2022 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Donald W. Blair | $138,000 | $205,024 | $7,500 | $350,524 | | Leslie A. Brun | 143,000 | 205,024 | 0 | 348,024 | | Stephanie A. Burns | 153,000 | 205,024 | 0 | 358,024 | | Richard T. Clark | 185,000 | 205,024 | 7,500 | 397,524 | | Pamela J. Craig | 138,000 | 205,024 | 5,000 | 348,024 | | Robert F. Cummings, Jr. | 155,000 | 205,024 | 0 | 360,024 | | Roger W. Ferguson, Jr. | 135,000 | 205,024 | 0 | 340,024 | | Deborah A. Henretta | 130,000 | 205,024 | 0 | 335,024 | | Daniel P. Huttenlocher | 130,000 | 205,024 | 0 | 335,024 | | Kurt M. Landgraf | 178,000 | 205,024 | 7,500 | 390,524 | | Kevin J. Martin | 130,000 | 205,024 | 7,500 | 342,524 | | Deborah D. Rieman | 155,000 | 205,024 | 0 | 360,024 | | Hansel E. Tookes II | 160,000 | 205,024 | 7,500 | 372,524 | | Mark S. Wrighton | 145,000 | 205,024 | 7,500 | 357,524 |

  47. 2022 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) |

  48. 2022 DIRECTOR COMPENSATION TABLE

    | 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 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2023. 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, 2022 is shown in the table below. Total stock holdings for directors as of December 31, 2022 are shown in the “Beneficial Ownership of Directors and Officers” table.(2) |

  49. 2022 DIRECTOR COMPENSATION TABLE

    | The amounts in this column reflect charitable donation matches made by the Corning Foundation’s Matching Gifts Program.(3) |

  50. 2022 DIRECTOR COMPENSATION TABLE

    The following shows the total number of restricted stock awards, restricted stock units and RSU deferrals each Director had outstanding at December 31, 2022. No options were granted to any Director in 2022, and as of December 31, 2022 no Director had any outstanding options.

  51. 2022 DIRECTOR COMPENSATION TABLE

    | Name | RSAs, RSUs and RSU Deferrals Outstanding at December 31, 2022 | | Donald W. Blair | 95,694 | | Leslie A. Brun | 26,359 | | Stephanie A. Burns | 93,315 | | Richard T. Clark | 77,395 | | Pamela J. Craig | 7,181 | | Robert F. Cummings, Jr. | 219,862 | | Roger W. Ferguson, Jr. | 14,984 | | Deborah A. Henretta | 95,376 | | Daniel P. Huttenlocher | 48,785 | | Kurt M. Landgraf | 181,050 | | Kevin J. Martin | 77,551 | | Deborah D. Rieman | 134,749 | | Hansel E. Tookes II | 122,059 | | Mark S. Wrighton | 93,366 |

  52. 2022 DIRECTOR COMPENSATION TABLE

    | 54 | CORNING 2023 PROXY STATEMENT |

  53. Our Short-Term Incentives

    Our 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. In 2021, in response to a recommendation from the Committee, we adjusted PIP for our NEOs from 100% based on corporate financial performance to 50% based on corporate financial performance and 50% based on the average financial performance of each of our MAPs, in order to put greater emphasis on the financial performance of the MAPs.

  54. Our Short-Term Incentives

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

  55. Our Short-Term Incentives

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

  56. Our Short-Term Incentives

    | CORNING 2023 PROXY STATEMENT | 59 |

  57. Our Long-Term Incentives

    Our Long-Term Incentives We believe it is important that our long-term incentives 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. Beginning in 2020 and in response to shareholder feedback, we realigned the form and payout method of the LTI plan by reducing the cash payout from 60% to 25% (paid in CPUs) and increasing the equity payout from 40% to 75% (paid in PSUs and RSUs). We also increased the overall weighting of corporate financial performance from 60% to 70%, with the addition of PSUs (and elimination of stock options). The LTI plan awards now include 45% Performance Stock Units (PSUs), 25% Cash Performance Units (CPUs) and 30% Restricted Stock Units (RSUs).

  58. Our Long-Term Incentives

    | • | 2022 CPU and PSU payouts 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 (2022–2024). In addition to these 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) | | Long-Term Incentives |

  60. Our Long-Term Incentives

    | 2022 Target Compensation Components | | | CEO | ALL OTHER NEOs | | | |

  61. Our Long-Term Incentives

    | 60 | CORNING 2023 PROXY STATEMENT |

  62. 2022 Performance Metrics

    2022 Performance Metrics Our key compensation metrics focus and align leadership on the key drivers for creating long-term value for our shareholders. In 2022, the Committee determined that our prior year key performance metrics – core net sales, profitability (as measured by Core EPS) and a cash flow measure (as measured by adjusted free cash flow) – were still the appropriate performance measures for 2022. In addition, in 2021 the Committee 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 MAPs, and in 2022 a business core gross margin percentage goal was added to the goals for each of our MAPs to emphasize the importance of improving our core gross margin.

  63. 2022 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 • 30% core NPAT • 20% core gross margin | | CPUs/PSUs | Long-term/ three-year measurement period | Performance period metrics, average of three one-year performance periods: 30% core net sales 70% adjusted free cash flow Long-term modifier: final result adjusted +/- 10% based on ROIC improvement over the three-year performance period |

  64. 2022 Key Compensation Metrics

    | THREE-YEAR PAY-FOR-PERFORMANCE RESULTS | | | | | | 2022 | 2021 | 2020 | | Short-Term Incentives: | | | | | PIP (% of target) | 62.5% | 165% | 100% | | GoalSharing blended performance result (% of target) | 113% | 149% | 137% | | Long-Term Incentives: | | | | | CPU and PSU performance result (% of target) | 49% | 175% | 181% | | Three-year RSU/CPU ROIC modifier (+/- up to 10%) | +10% | +3.0% | -10% | | Three-year performance results (average of three years’ performance X modifier) | 148.5% | 143% | 112% |

  65. Leveraging Our Focused Portfolio of Compelling Long-Term Growth Opportunities

    Leveraging Our Focused Portfolio of Compelling Long-Term Growth Opportunities While the uncertain global macroeconomic environment continues to present challenges in our markets, we have a compelling set of long-term growth opportunities that we are capturing due to our focused and cohesive business portfolio—with more to come.

  66. Leveraging Our Focused Portfolio of Compelling Long-Term Growth Opportunities

    | • | In Optical Communications, we are building on a record $5 billion of sales in 2022, and believe we are in the early phases of a multi-year build cycle in multiple segments of our market, driven by broadband, 5G densification and cloud computing. | | • | In Solar, we continue to capture significant upside tied to growth in the renewable energy industry. | | • | In Display, we have maintained stable price and a strong market position throughout the industry correction that took hold mid-year; we expect to emerge from the correction with strengthened customer relationships and a refreshed manufacturing fleet, critical to capturing long-term growth in large screen televisions. | | • | In Mobile Consumer Electronics, we expect to continue outperforming the market through our product leadership, our “More Corning” approach, and our ongoing collaboration with industry leaders as we anticipate ongoing strong adoption of our innovations. | | • | In Automotive, we have been outperforming the market throughout a period of industry constraint and remain focused on building on our $100-per-car content opportunity. | | • | In Life Sciences, we are focused on delivering differentiated tools to support the discovery and delivery of cell-based medications and modern drugs. |

  67. Leveraging Our Focused Portfolio of Compelling Long-Term Growth Opportunities

    We continue to make progress on the leadership priorities we introduced in 2019 shortly before the pandemic. We set a goal to grow core net sales at a compound annual growth rate of 6 to 8 percent from 2019 through 2022. We exceeded that target and grew at greater than 8% CAGR, even in the face of the ongoing external challenges all companies confronted. We also have advanced significant strategic initiatives. We are delivering key fiber-to-the home and data

  68. Leveraging Our Focused Portfolio of Compelling Long-Term Growth Opportunities

    | 62 | CORNING 2023 PROXY STATEMENT |

  69. Leveraging Our Focused Portfolio of Compelling Long-Term Growth Opportunities

    center solutions to meet surging demand, capitalizing on our gasoline particulate filter opportunities, and have introduced other new products that have driven strong performance despite depressed end-markets. We have also ramped our large scale display glass facilities to extend our leadership in the glass for large televisions, and made significant progress in our emerging innovations, such as automotive glass and pharmaceutical packaging. In summary, we have delivered multi-year sales growth in a challenging environment, extended our leadership positions across our markets, and paved the way for future growth.

  70. Our Performance Metrics in Context

    Our Performance Metrics in Context In 2022, we again set rigorous targets across our key performance metrics. The metrics we use to measure our performance include Core Earnings Per Share, Core Net Sales, and Adjusted Free Cash Flow, with a 3-year ROIC modifier on our LTI (see below). These metrics and ROIC modifier were chosen because they are key drivers for creating long-term shareholder value and the financial indicators that best reflect the achievement of the strategic and operational objectives set out for our management team. Despite the COVID-19 pandemic, supply chain disruptions, and an inflationary economic environment, Corning has taken consistent action in the past three years to ensure the safety of our employees and workplaces and to serve the needs of our customers. We remain focused on growth in all of our businesses and our approach resulted in total shareholder return that outperformed the S&P 500 in 2022. Corning’s cohesive and focused portfolio continues to provide strategic resilience in the current environment, and Corning remains well positioned to deliver long-term growth for our shareholders. While share price performance is extremely important and considered by the Committee, our executive compensation program, particularly for our CEO, is heavily based on our performance against underlying metrics that support long-term shareholder value creation, including the financial and operational metrics identified by our shareholders as meaningful for our business. We believe Corning remains in an excellent position to execute on our leadership priorities and deliver sustainable shareholder value.

  71. Our Performance Metrics in Context

    | Our Performance Against Our Corporate Metrics | | | | | | | | | | Core EPS: Measure of Corporate Profitability | | | Core Net Sales: Indicator of Short- and Long-term Success | | | Adjusted Free Cash Flow: Indicator of the Ability to Invest in Growth and Return Value to Shareholders | | | | $2.07 2021 Actual Performance | $2.27 2022 Target | $2.09 2022 Actual Performance | $14.12B 2021 Actual Performance | $14.88B 2022 Target | $14.81B 2022 Actual Performance | $1.56B 2021 Actual Performance* | $1.65B 2022 Target | $1.24B 2022 Actual Performance | | | +9.8% above 2021 Actual Performance | 57% of 2022 Target Payout achieved | | +5.4% above 2021 Actual Performance | 93% of 2022 Target Payout achieved | | +0.09B above 2021 Actual Performance** | 30% of 2022 Target Payout achieved | | ROIC Modifier: Target: 100 bps improvement over 2019 ROIC of 8.3% Result: ROIC 10.8%, 250 bps improvement results in a modifier of +10% to 2020 CPUs and PSUs (covering the three-year period 2020-2022) | | | | | | *2021 Adjusted Free Cash Flow was $1.765B; however, adjusted free cash flow for compensation purposes was $1.56B. **Cashflow goals are set independently each year | | |

  72. Our Performance Metrics in Context

    | CORNING 2023 PROXY STATEMENT | 63 |

  73. Our Performance Metrics in Context

    | Our Metrics and Why We Use Them | | | Core Earnings per Share (Core EPS): Core EPS is our key measure of profitability. (Note: Corning budgets for share repurchases when establishing annual financial and compensation targets.) Core Net Sales: | Adjusted Free Cash Flow: Strong cash generation enables us to invest in future growth, sustain leadership in our markets and provide returns to shareholders, and financially strong during periods of uncertainty. It also requires us to carefully manage our capital investments. | | Growing core net sales — both organically through innovation and through acquisitions — remains critical to our short- and long-term success. | Return on Invested Capital (ROIC): We focus on ROIC because it reflects our ability to generate returns from the capital we have deployed in our operations. Earned CPUs and PSUs will be increased or decreased up to 10% based on Corning’s ROIC over the three-year performance period. |

  74. Our Performance Metrics in Context

    Shareholder Returns Corning prioritizes delivering returns to our shareholders. In February 2023 we announced a 3.7% increase in our dividend per common share, representing the 12th consecutive annual increase and a 180% cumulative increase over the past 10 years. The second chart below shows Corning’s Total Shareholder Return (TSR) for one-, three- and five-year periods, consisting of stock price appreciation and reinvestment of common dividends, as compared with the TSR of the S&P 500 over the same periods.

  75. Our Performance Metrics in Context

    | ANNUAL DIVIDENDS PER COMMON SHARE AND INCREASE OVER PRIOR YEAR | ANNUALIZED TOTAL SHAREHOLDER RETURN As of December 31, 2022 | | | | | | Source: S&P Capital IQ Financial Database |

  76. Our Performance Metrics in Context

    Despite the COVID-19 pandemic, supply chain disruptions, and an inflationary economic environment, Corning has taken consistent action across the past three years to protect our employees and to serve our customers and communities. We remain focused on growth in all of our businesses and our approach resulted in total shareholder return that outperformed the S&P 500 in 2022. Corning’s cohesive and focused portfolio continues to provide strategic resilience in the current environment, and Corning remains well positioned to deliver long-term growth for our shareholders. The Company’s TSR performance is important for management and the Board. However, since our performance metrics are used to incent employee behavior, our plan performance metrics (i.e., core net sales, core EPS, adjusted free cash flow and ROIC) reflect drivers for creating long-term shareholder value that our employees can actively impact via their performance.

  77. Our Performance Metrics in Context

    | 64 | CORNING 2023 PROXY STATEMENT |

  78. Shareholder Engagement

    | • | Adjusting our executive LTI program design as described below |

  79. Responding to Shareholder Feedback in Concrete Ways

    | What we heard from shareholders… | How we responded... | | Shareholders expressed a desire to see us focus on improving our ROIC | We implemented the ROIC modifier in our LTI plan, in which the payout is adjusted +/- 10% based on ROIC performance over the three-year performance period. | | Shareholders like the alignment of executive compensation with their interests | We redesigned our LTI plan in 2020 to include: • a higher percentage of compensation tied to corporate financial performance which we increased from 60% to 70% beginning in 2020, accomplished by introducing Performance Stock Units (PSUs) and eliminating stock options; • a smaller cash component percentage (Cash Performance Units or CPUs) which we decreased from 60% to 25% beginning in 2020); and • a higher equity component percentage (PSUs and RSUs) which we increased from 40% to 75% beginning in 2020. In 2021, the annual executive bonus for our NEOs was changed from being 100% weighted on corporate financial performance to being 50% weighted on corporate financial performance and 50% weighted on the average financial performance of each of our 5 Market-Access Platforms (MAPs), reflecting a decision made by the Committee to put greater emphasis on financial performance and growth in our five strategic markets. In 2022, we added a core gross margin metric to the business financial performance, which comprises 50% of PIP for NEOs, in order to emphasize the importance of improving our core gross margin. Within each MAP, core 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%. |

  80. 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.

  81. Short-Term Incentives

    | 66 | CORNING 2023 PROXY STATEMENT |

  82. Short-Term Incentives

    PIP targets are established by the Committee each February as a percentage of the NEO’s salary depending on the competitive marketplace and his or her level of experience. In 2022, PIP targets (as a percentage of base salary) for our NEOs were as follows:

  83. Short-Term Incentives

    | • Wendell P. Weeks: 150% (unchanged) • Edward A. Schlesinger: 80% • R. Tony Tripeny: 95% (prorated for time worked) | • Lawrence D. McRae: 85% (unchanged) • Eric S. Musser: 120% • Lewis A. Steverson: 95% |

  84. Short-Term Incentives

    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 30% on core NPAT of each MAP and 20% on core gross margin percent, respectively.). 2022 corporate performance was 66% weighted at 50% and the average financial performance of Corning’s five MAPs was 59% weighted at 50%, resulting in a final PIP result of 62.5% 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 2022 the NEO’s GoalSharing was earned at 5.65% of base salary. PIP and GoalSharing payouts are each capped at 200%. See page 69 for details on the 2022 PIP and GoalSharing metrics and actual results for the year.

  85. Long-Term Incentives

    Long-Term Incentives Beginning in 2020, the Long-Term Incentive (LTI) Plan components were realigned. The percentage of LTI provided in cash (CPUs) was reduced from 60% to 25% and the percentage 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 percentage of LTI tied to corporate financial performance increased from 60% to 70%, with the other 30% tied to the value of our common stock. 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 percentage 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’ 2022 LTI target was $12.65 million. Other NEOs’ targets may be found in footnote 2 to the Summary Compensation Table on pages 77–78 and range from $2 million to $4.75 million.

  86. Long-Term Incentives

    | CORNING 2023 PROXY STATEMENT | 67 |

  87. 2022 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 • 30% core NPAT • 20% core gross margin | | CPUs/PSUs | Long-term/ three-year measurement period | Performance period metrics, average of three one-year performance periods: 30% core net sales 70% adjusted free cash flow Long-term modifier: final result adjusted +/- 10% based on ROIC performance over the three-year performance period |

  88. How Corning Uses Other Metrics

    How Corning Uses Other Metrics In addition to corporate financial measures, each year the Company establishes key operational objectives, typically linked to key business, technology, financial, supply chain and human capital goals. These operational objectives are, in turn, cascaded into division and operational unit annual objectives. Unit GoalSharing plans contain goals linked to those unit objectives, creating alignment with the key Company operational objectives. Other important initiatives such as sustainability, diversity, and safety that the Company continuously monitors are factored into short-term incentives for employees directly responsible for such efforts. Acknowledging that specific operational objectives and other special initiatives are reflected in operational unit annual objectives and other focused short-term incentives, the Committee has elected to focus on key financial metrics in the design of executive compensation, as described in this CD&A.

  89. 2022 Performance and Compensation Alignment

    2022 Performance and Compensation Alignment In 2022, we set challenging goals across our portfolio through our “More Corning” strategy, in which we sell more Corning content into the products consumers already buy through each of our Market-Access Platforms. For the three-year performance period ending in 2022, 2020 CPUs and PSUs earned 148.5% of target, reflecting three-year core net sales growth CAGR of more than 8%, cumulative three-year adjusted free cash flow of over $3.7B and a 250 basis point improvement in ROIC. While we are pleased to have delivered near-target core net sales growth in such a challenging year, our profitability and cash flow results were well below target. Our blended PIP result of 62.5% and long-term incentive performance result of 49% (which impacts the 2022 performance component of the three open three-year cycles of CPUs and PSUs) demonstrate that our short- and long-term payouts are aligned with our performance in the areas most important to the Company — sales growth, cash generation and profitability. See page 62 for more performance highlights. Details of our financial targets for 2022 compared to 2021 actual results are shown on the chart on page 63 and demonstrate the rigor we apply to setting targets for compensation purposes.

  90. STI 2022: PIP & GoalSharing Corporate Performance Measures (50% of PIP and 25% of GoalSharing)

    STI 2022: PIP & GoalSharing Corporate Performance Measures (50% of PIP and 25% of GoalSharing)

  91. STI 2022: PIP & GoalSharing Corporate Performance Measures (50% of PIP and 25% of GoalSharing)

    | | Weighting | Metric | 2022 Target | | 2022 Target - Change from 2021 Actual | | Short-term Incentive Metrics: Business Performance Targets (50% of PIP) average of 5 MAPs | 30% | Core Business NPAT | 100% of budget | | +10% | | | 25% | Core Business Net Sales | 100% of budget | | +8% | | | 25% | Business Adjusted Free Cash Flow | 100% of budget | | N/A - set independently each year | | | 20% | Core Business Gross Margin | 100% of budget | | +3% | | | | | | Blended result—5 MAPs | 59% | | | | | | Final payout % | 62.5% |

  92. STI 2022: PIP & GoalSharing Corporate Performance Measures (50% of PIP and 25% of GoalSharing)

    PIP: The final PIP payout for NEOs was 62.5% of target, based on the average of 1) the corporate financial performance shown in the chart above (66%, weighted at 50%) and 2) the average of the financial performance for the five MAPs (59%, weighted at 50%). We do not disclose the targets or actual results individually for our five MAPs because we believe doing so would cause competitive harm. We have disclosed above how the aggregate average MAP targets compared to prior year and the blended result performance of the 5 MAPs above to demonstrate that our targets are rigorous. GoalSharing: The final GoalSharing payout for NEOs was 113% of target (or 5.65% of their base salaries). GoalSharing is based on the blended result of 1) the corporate financial performance shown in the chart above (66%, weighted at 25%) and 2) the average performance of over 100 unit plans (128%, weighted at 75%).

  93. STI 2022: PIP & GoalSharing Corporate Performance Measures (50% of PIP and 25% of GoalSharing)

    | CORNING 2023 PROXY STATEMENT | 69 |

  94. LTI: 2022 CPU and PSU Performance Measures

    LTI: 2022 CPU and 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. 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.

  95. LTI: CPU and PSU ROIC Modifier for the 3-Year LTI Plan Ending December 31, 2022 3-year ROIC improvement

    LTI: CPU and PSU ROIC Modifier for the 3-Year LTI Plan Ending December 31, 2022 3-year ROIC improvement 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.

  96. LTI: CPU and PSU ROIC Modifier for the 3-Year LTI Plan Ending December 31, 2022 3-year ROIC improvement

    | • | 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 2022 performance measures for PSUs and CPUs are: |

  97. LTI: CPU and PSU ROIC Modifier for the 3-Year LTI Plan Ending December 31, 2022 3-year ROIC improvement

    | 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 |

  98. LTI: CPU and PSU ROIC Modifier for the 3-Year LTI Plan Ending December 31, 2022 3-year ROIC improvement

    | 2) | Core net sales (30%) which focuses on growth. |

  99. LTI: CPU and PSU ROIC Modifier for the 3-Year LTI Plan Ending December 31, 2022 3-year ROIC improvement

    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 2022, 2023 and 2024). CPUs and PSUs granted in 2022 will be vested and released (in the case of PSUs) and paid out (in the case of CPUs) in 2025 based on pre-established performance goals, which are set at the start of each respective year, and the three-year ROIC modifier which is established at the beginning of the three-year performance period. See page 61 for details on the 2022 PSU and CPU metrics and actual results for the year as well as the results for the 3-year plan ending in 2022, covering the performance period from 2020-2022.

  100. LTI: CPU and PSU ROIC Modifier for the 3-Year LTI Plan Ending December 31, 2022 3-year ROIC improvement

    | • | 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. |

  101. LTI: CPU and PSU ROIC Modifier for the 3-Year LTI Plan Ending December 31, 2022 3-year ROIC improvement

    | 70 | CORNING 2023 PROXY STATEMENT |

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

    CPUs and PSUs — Our Three-Year Performance Period Measurements

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

    | Performance targets are generally established in February each year for the calendar year.* |

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

    | 3-year ROIC improvement target is established at the beginning of each three-year performance period.** |

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

    | CORNING 2023 PROXY STATEMENT | 71 |

  106. CEO Compensation

    | • | Short-Term Incentives – 2022 cash PIP and GoalSharing both remained unchanged with targets of 150% of base and 5% of base salary respectively. |

  107. CEO Compensation

    | • | Long-Term Incentives – target increased from $11.65 to $12.65 million reflecting a strong 2021 performance year. |

  108. Robust Compensation Program Governance

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

  109. 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. As of December 31, 2022, 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 85. 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 reported under perquisites in the Summary Compensation Tables. Other Executive Perquisites: We provide the NEOs with an 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 the 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 Mr. Musser was 90 hours and $147,500; the cap for the other NEOs was approximately half this level or lower. Actual utilization in 2022 fell well below these caps. For additional details, refer to footnotes relating to “All Other Compensation” included with the Summary Compensation Table starting on page 77. 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 88.

  110. 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 90.

  111. Employee Benefits and Perquisites

    | In 2012, the Committee approved updated forms of agreements for all corporate officers entering into change-in-control agreements after July 2004. These agreements 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, Schlesinger and Musser have the new form of agreements, whereas Messrs. Weeks and McRae have grandfathered agreements that were entered into prior to July 2004. |

  112. Compensation Peer Group

    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 and, while such businesses may be a competitor to one of our businesses, is not a peer to our Company as a whole. 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). These companies, and not competitors to our individual businesses, are those included in our Compensation Peer Group.

  113. Compensation Peer Group

    | • Our largest competitors and most relevant financial performance peers are not U.S. public companies. • As a result, Corning looks to globally diversified companies or innovation companies in other industries to find companies of similar size and complexity. |

  114. Compensation Peer Group

    We currently participate in and use several executive compensation surveys for NEO positions. Primary surveys are the Willis Towers Watson General Industry Executive Compensation Survey, the Equilar TrueView Survey and Aon Hewitt Total Compensation Measurement Survey for Executives. These surveys provide general market data for relevant positions in companies with revenues and market capitalization similar to Corning’s in both the technology industry and in general industry.

  115. 2022 Compensation Peer Group

    2022 Compensation Peer Group Our 2022 Compensation Peer Group is set forth below. Given the growth of the Company over the past several years, in 2022 the Committee (with the assistance and advice of its consultant, Frederic W. Cook & Co.) reviewed and approved changes to the Compensation Peer Group removing two companies (Thermo Fischer Scientific and Broadcom) and adding seven new companies (Honeywell International, 3M Company, Illinois Tool Works, Emerson Electric, Amphenol Corporation, IQVIA Holdings and DuPont de Nemours). This had the net affect of increasing the Compensation Peer Group from 21 companies to 26 companies with the goal of creating a data set of sufficient size which would not require further update for several years, outside of adjustments for peer M&A activity, etc.

  116. 2022 Compensation Peer Group

    | 3M Company | Cummins Inc. | Illinois Tool Works, Inc. | PPG Industries, Inc. | | Advanced Micro Devices, Inc. | Danaher Corporation | IQVIA Holdings, Inc. | QUALCOMM, Inc. | | Agilent Technologies, Inc. | Dover Corporation | Juniper Networks, Inc. | Rockwell Automation, Inc. | | Amphenol Corporation | DuPont de Nemours, Inc. | L3Harris Corporation | TE Connectivity Limited | | Applied Materials, Inc. | Eaton Corporation PLC | Medtronic, Inc. | Texas Instruments Incorporated | | BorgWarner, Inc. | Emerson Electric Co. | Motorola Solutions, Inc. | | | Boston Scientific Corporation | Honeywell International Inc. | Net App, Inc. | |

  117. 2022 Compensation Peer Group

    | 74 | CORNING 2023 PROXY STATEMENT |

  118. 2022 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 ranking (using Core performance measures, where applicable) versus the Compensation Peer Group is indicated below.

  119. COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP

    COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP (in millions, except for Employees)

  120. COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP

    | Revenue | Net Income | | | | | Total Assets | Employees | | | |

  121. COMPARISON, 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., base salary, STI and LTI 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 $15.2 million, and 75th percentile target total direct CEO compensation was $18.6 million, compared with Corning target total direct CEO compensation of $16.7 million. The Committee deems this above-median market position for CEO pay to be appropriate given (a) Mr. Weeks’ strong performance in managing the complexity of the Company and (b) his years of experience in the role. 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.

  122. Role of Compensation Consultant

    Role of Compensation Consultant The Committee has authority to retain and terminate its compensation consultant, and to approve the consultant’s fees and all other terms of such engagement. Since 2014, the Committee has retained executive compensation experts from Frederic W. Cook & Co., Inc. (FW Cook). In 2022, 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 2022, the Company engaged Compensation Advisory Partners LLC (CAP) and Willis Towers Watson (WTW) to assist management and the Committee 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.

  123. 2022 Summary Compensation Table

    2022 Summary Compensation Table This table describes the total compensation paid to our NEOs for fiscal years 2022, 2021 and 2020, 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.”

  124. 2022 Summary Compensation Table

    | (a) | (b) | (c) | (d)(1) | (e) | (f)(2) | (g)(3) | (h)(4) | (i) | | Named Executive Officer | Year | Salary ($) | Stock Awards ($) | 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 | 2022 | $1,553,077 | $10,661,224 | $0 | $3,479,983 | $0 | $475,185 | $16,169,469 | | | 2021 | 1,492,648 | 8,023,645 | 0 | 10,820,127 | 0 | 429,612 | 20,766,032 | | | 2020 | 1,151,245 | 8,417,516 | 151,467 | 7,549,868 | 1,330,636 | 351,021 | 18,951,753 | | Edward A. Schlesinger Executive Vice President and Chief Financial Officer | 2022 | 641,085 | 1,232,451 | 0 | 530,850 | 0 | 62,099 | 2,466,485 | | R. Tony Tripeny Former Executive Vice President and Chief Financial Officer | 2022 | 292,308 | 2,307,528 | 0 | 541,084 | 0 | 124,630 | 3,265,550 | | | 2021 | 748,721 | 1,817,807 | 0 | 2,947,452 | 414,876 | 107,010 | 6,035,866 | | | 2020 | 593,210 | 2,098,154 | 54,636 | 1,829,521 | 702,995 | 95,859 | 5,374,375 | | Lawrence D. McRae Vice Chairman and Corporate Development Officer | 2022 | 865,585 | 2,404,366 | 0 | 974,452 | 0 | 184,143 | 4,428,546 | | | 2021 | 833,604 | 1,897,383 | 0 | 3,010,569 | 0 | 79,247 | 5,820,803 | | | 2020 | 687,804 | 2,400,779 | 63,336 | 2,019,691 | 471,510 | 48,505 | 5,691,625 | | Eric S. Musser President and Chief Operating Officer | 2022 | 913,523 | 3,659,339 | 0 | 1,379,649 | 0 | 115,315 | 6,067,826 | | | 2021 | 870,837 | 2,630,873 | 0 | 3,761,798 | 163,366 | 86,427 | 7,513,301 | | | 2020 | 645,040 | 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 | 2022 | 837,369 | 3,007,811 | 0 | 1,083,552 | 0 | 198,904 | 5,127,636 | | | 2021 | 780,288 | 2,228,528 | 0 | 2,751,037 | 442,144 | 115,660 | 6,317,657 |

  125. 2022 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 18 to the Company’s audited financial statements for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2023. This same method was used for the fiscal years ended December 31, 2021 and 2020. There can be no assurance that the grant date fair value amounts will ever be realized. The awards granted on April 1, 2022 to Mr. Tripeny were prorated to reflect his retirement as of April 30, 2022.(1) |

  126. 2022 Summary Compensation Table

    | 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 2022 GoalSharing plan were 5.65% of each NEO’s year-end base salary and paid in February 2023. Awards earned under the 2022 PIP plan were 62.5% of each NEO’s target times year-end base salary and paid in March 2023. Mr. Tripeny’s 2022 PIP and GoalSharing awards were prorated to reflect amounts earned prior to his retirement on April 30, 2022.(2) |

  127. 2022 Summary Compensation Table

    | Named Executive Officer | Year End Base Salary | 2022 PIP Target % | Actual 2022 PIP Performance Results (% Tgt.) | (A) 2022 PIP $ Award | Actual 2022 GoalSharing Performance % | (B) 2022 GoalSharing $ Award | | Wendell P. Weeks | $1,580,000 | 150% | 62.5% | $1,481,250 | 5.65% | $89,270 | | Edward A. Schlesinger | 650,000 | 80% | 62.5% | 325,000 | 5.65% | 36,725 | | R. Tony Tripeny | 800,000 | 95% | 62.5% | 156,275 | 5.65% | 14,871 | | Lawrence D. McRae | 880,500 | 85% | 62.5% | 467,767 | 5.65% | 49,748 | | Eric S. Musser | 929,300 | 120% | 62.5% | 696,975 | 5.65% | 52,505 | | Lewis A. Steverson | 851,800 | 95% | 62.5% | 505,756 | 5.65% | 48,127 |

  128. 2022 Summary Compensation Table

    | CORNING 2023 PROXY STATEMENT | 77 |

  129. 2022 Summary Compensation Table

    In addition to the 2022 GoalSharing and PIP awards noted above, the amounts in column (f) also reflect the earned portions of CPU Awards granted in 2022, 2021 and 2020 on the basis of 2022 performance against established measures. 2022 CPU award payouts will be made in February 2025 based on actual corporate performance compared to the established performance goals averaged over three years (2022, 2023 and 2024) and subject to a ±10% 3-year ROIC modifier as described on page 70. 2021 and 2020 CPU award payouts are based on performance goals averaged over three years (2021, 2022 and 2023) and (2020, 2021 and 2022), respectively, and are also subject to a ±10% 3-year ROIC modifier. Performance goals for 2023 and 2024 are yet to be established. While the final payout amounts for 2022 and 2021 CPU awards are unknown, the table below reflects the earned amount of 2022, 2021 and 2020 CPU awards, which are reflected in column (f) above on the basis of 2022 performance metrics, and which exclude the portion of the 2022 award that remains unearned as a result of the 3-year performance modifier that is not yet known. The 3-year ROIC modifier for the period 2020-2022 is +10%, so the adjustment in the Summary Compensation Table as a result of this modifier is noted below since the amount “at risk” was previously unreported until final performance was known. Mr. Tripeny’s 2022 CPU target is prorated to reflect time worked in 2022 prior to his retirement on April 30, 2022.

  130. 2022 Summary Compensation Table

    | Named Executive Officer | 2022 LTI Target ($) | 2022 CPU Target Award ($) | 2022 CPU Performance Results % | (C) Prorated Earned 2022 CPU Award Based on 2022 Performance (Year One of Three) ($)* | 2021 CPU Target Award ($) | (D) Prorated Earned 2021 CPU Award Based on 2022 Performance (Year Two of Three) ($)* | 2020 CPU Target Award ($) | (E) Prorated Earned 2020 CPU Award Based on 2022 Performance (Year Three of Three) ($)* | (F) Prorated Earned 2020 CPU Award Based on 2020 - 2022 ROIC Modifier** ($) | | Wendell P. Weeks | $12,650,000 | $3,162,500 | 49% | $464,888 | $2,912,500 | $428,138 | $2,437,500 | $358,313 | $658,124 | | Edward A. Schlesinger | 2,000,000 | 500,000 | 49% | 73,500 | 225,000 | 33,075 | 150,000 | 22,050 | 40,500 | | R. Tony Tripeny | 2,550,000 | 212,500 | 49% | 31,238 | 637,500 | 93,713 | 587,500 | 86,363 | 158,624 | | Lawrence D. McRae | 2,600,000 | 650,000 | 49% | 95,550 | 650,000 | 95,550 | 637,500 | 93,713 | 172,124 | | Eric S. Musser | 4,750,000 | 1,187,500 | 49% | 174,563 | 1,025,000 | 150,675 | 731,250 | 107,494 | 197,437 | | Lewis A. Steverson | 3,800,000 | 950,000 | 49% | 139,650 | 862,500 | 126,788 | 631,250 | 92,794 | 170,437 |

  131. 2022 Summary Compensation Table

    | each annual portion is reduced by 10% before applying the annual performance factor since this 10% is subject to the 3-year ROIC modifier which result is not known until the end of the 3-year performance period* |

  132. 2022 Summary Compensation Table

    | 2020 CPUs were subject to a +10% modifier based on 2020-2022 ROIC improvement result against pre-established objectives** |

  133. 2022 Summary Compensation Table

    The amount disclosed in column (f) consists of the total (A) + (B) + (C) + (D) + (E) + (F) shown in this footnote (2). (3) 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 2022 the discount rate used to value the actuarial liability increased approximately 261 basis points from 2.88% to 5.49%. This change resulted in a decrease in the present value of pension benefits for all NEOs, 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:

  134. 2022 Summary Compensation Table

    | Named Executive Officer | 2022 Present Value of Pension Benefits ($) | 2021 Present Value of Pension Benefits ($) | 2020 Present Value of Pension Benefits ($) | 2019 Present Value of Pension Benefits ($) | | Wendell P. Weeks | $26,043,339 | $31,472,765 | $33,561,304 | $32,230,668 | | Edward A. Schlesinger | 1,522,479 | ------------------------------------ Not a NEO ------------------------------------ | | | | R. Tony Tripeny | 8,465,105 | 9,949,343 | 9,534,467 | 8,831,472 | | Lawrence D. McRae | 10,271,836 | 12,187,537 | 12,749,428 | 12,277,918 | | Eric S. Musser | 10,512,844 | 11,147,934 | 10,984,568 | Not a NEO | | Lewis A. Steverson | 3,490,589 | 3,555,981 | ------------------- Not a NEO ------------------- | | | Valuation Discount Rate | 5.49% | 2.88% | 2.52% | 3.31% |

  135. 2022 Summary Compensation Table

    | 78 | CORNING 2023 PROXY STATEMENT |

  136. 2022 Summary Compensation Table

    | The following table shows “All Other Compensation” amounts provided to the NEOs in 2022. Capped personal aircraft rights, financial counseling services and home security are the only perquisites offered 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) |

  137. 2022 Summary Compensation Table

    | Named Executive Officer | 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) | Other(iii) | Total All Other Compensation | | Wendell P. Weeks | $11,115 | $84,788 | $207,133 | $157,934(iv) | $14,215 | $475,185 | | Edward A. Schlesinger | 12,200 | 30,402 | 15,163 | 1,425 | 2,909 | 62,099 | | R. Tony Tripeny | 0 | 52,541 | 5,464 | 58,716 | 7,909 | 124,630 | | Lawrence D. McRae | 6,669 | 124,555 | 48,425 | 4,085 | 409 | 184,143 | | Eric S. Musser | 18,834 | 0 | 86,058 | 0 | 10,423 | 115,315 | | Lewis A. Steverson | 5,400 | 76,833 | 107,751 | 4,090 | 4,830 | 198,904 |

  138. 2022 Summary Compensation Table

    | Amounts shown above reflect aircraft usage during 2022 although the Executive Allowance runs from November 1 through October 31. Messrs. Weeks’ and Steverson’s use of Corning aircraft for travel to external board meetings is also included.(i) |

  139. 2022 Summary Compensation Table

    | NEOs may use their executive allowance for residential security or financial counseling services.(ii) |

  140. 2022 Summary Compensation Table

    | (iii) | These amounts include costs attributable to executive physicals, including associated travel costs, an annual Board gift, and contributions made under the Corning Foundation Matching Gifts Program. |

  141. 2022 Summary Compensation Table

    | 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.(iv) |

  142. 2022 Summary Compensation Table

    | CORNING 2023 PROXY STATEMENT | 79 |

  143. 2022 Grants of Plan-Based Awards

    2022 Grants of Plan-Based Awards

  144. 2022 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) | | Named Executive Officer | Award | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock Awards ($) | | Wendell P. Weeks | Performance Incentive Plan | n/a | | 0 | 2,370,000 | 4,740,000 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 79,000 | 158,000 | | | | | | | | | Cash Performance Units | 2/2/22 | 2/1/22 | 0 | 3,162,500 | 6,957,500 | | | | | | | | | 2020 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 76,530 | 168,366 | | 42.74 | 3,270,892(3) | | | 2021 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 39,725 | 87,395 | | 42.74 | 1,697,847(4) | | | 2022 Performance Share Units | 4/1/22 | 2/1/22 | | | | 0 | 52,186 | 114,809 | | 36.36 | 1,897,483(5) | | | Time-Based Restricted Stock Units | 4/1/22 | 2/1/22 | | | | | | | 104,373 | 36.36 | 3,795,002(6) | | Edward A. Schlesinger | Performance Incentive Plan | n/a | | 0 | 520,000 | 1,040,000 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 32,500 | 65,000 | | | | | | | | | Cash Performance Units | 2/2/22 | 2/1/22 | 0 | 500,000 | 1,100,000 | | | | | | | | | 2020 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 4,709 | 10,360 | | 42.74 | 201,263(3) | | | 2021 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 3,069 | 6,752 | | 42.74 | 131,169(4) | | | 2022 Performance Share Units | 4/1/22 | 2/1/22 | | | | 0 | 8,251 | 18,152 | | 36.36 | 300,006(5) | | | Time-Based Restricted Stock Units | 4/1/22 | 2/1/22 | | | | | | | 16,502 | 36.36 | 600,013(6) | | R. Tony Tripeny(7) | Performance Incentive Plan | n/a | | 0 | 760,000 | 1,520,000 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 40,000 | 80,000 | | | | | | | | | Cash Performance Units | 2/2/22 | 2/1/22 | 0 | 637,500 | 1,402,500 | | | | | | | | | 2020 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 18,446 | 40,581 | | 42.74 | 788,382(3) | | | 2021 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 8,695 | 19,129 | | 42.74 | 371,624(4) | | | 2022 Performance Share Units | 4/1/22 | 2/1/22 | | | | 0 | 10,520 | 23,144 | | 36.36 | 382,507(5) | | | Time-Based Restricted Stock Units | 4/1/22 | 2/1/22 | | | | | | | 21,040 | 36.36 | 765,014(6) |

  145. 2022 Grants of Plan-Based Awards

    | 80 | CORNING 2023 PROXY STATEMENT |

  146. 2022 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) | | Named Executive Officer | Award | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock Awards ($) | | Lawrence D. McRae | Performance Incentive Plan | n/a | | 0 | 748,425 | 1,496,850 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 44,025 | 88,050 | | | | | | | | | Cash Performance Units | 2/2/22 | 2/1/22 | 0 | 650,000 | 1,430,000 | | | | | | | | | 2020 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 20,015 | 44,033 | | 42.74 | 855,441(3) | | | 2021 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 8,866 | 19,505 | | 42.74 | 378,933(4) | | | 2022 Performance Share Units | 4/1/22 | 2/1/22 | | | | 0 | 10,726 | 23,597 | | 36.36 | 389,997(5) | | | Time-Based Restricted Stock Units | 4/1/22 | 2/1/22 | | | | | | | 21,452 | 36.36 | 779,995(6) | | Eric S. Musser | Performance Incentive Plan | n/a | | 0 | 1,115,160 | 2,230,320 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 46,465 | 92,930 | | | | | | | | | Cash Performance Units | 2/2/22 | 2/1/22 | 0 | 1,187,500 | 2,612,500 | | | | | | | | | 2020 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 18,446 | 40,581 | | 42.74 | 788,382(3) | | | 2020 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 3,181 | 6,998 | | 42.74 | 135,956(3) | | | 2021 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 13,980 | 30,756 | | 42.74 | 597,505(4) | | | 2022 Performance Share Units | 4/1/22 | 2/1/22 | | | | 0 | 19,596 | 43,111 | | 36.36 | 712,511(5) | | | Time-Based Restricted Stock Units | 4/1/22 | 2/1/22 | | | | | | | 39,191 | 36.36 | 1,424,985(6) |

  147. 2022 Grants of Plan-Based Awards

    | CORNING 2023 PROXY STATEMENT | 81 |

  148. 2022 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) | | Named Executive Officer | Award | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock Awards ($) | | Lewis A. Steverson | Performance Incentive Plan | n/a | | 0 | 809,210 | 1,618,420 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 42,590 | 85,180 | | | | | | | | | Cash Performance Units | 2/2/22 | 2/1/22 | 0 | 950,000 | 2,090,000 | | | | | | | | | 2020 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 15,698 | 34,536 | | 42.74 | 670,933(3) | | | 2020 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 2,903 | 6,387 | | 42.74 | 124,074(3) | | | 2021 Performance Share Units | 2/2/22 | 2/1/22 | | | | 0 | 11,764 | 25,881 | | 42.74 | 502,793(4) | | | 2022 Performance Share Units | 4/1/22 | 2/1/22 | | | | 0 | 15,677 | 34,489 | | 36.36 | 570,016(5) | | | Time-Based Restricted Stock Units | 4/1/22 | 2/1/22 | | | | | | | 31,353 | 36.36 | 1,139,995(6) |

  149. 2022 Grants of Plan-Based Awards

    | The amounts shown in columns (d), (e) and (f) reflect the award amounts under (i) the Company’s 2022 Performance Incentive Plan (PIP) (ii) the 2022 GoalSharing Plan and (iii) the Cash Performance Units (CPUs) under the Corning 2022 LTI 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 2022 bonus target and year-end base salary. Actual awards earned for CPUs are based on average performance against established metrics over three years (2022, 2023, 2024), 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 2025.(1) |

  150. 2022 Grants of Plan-Based Awards

    | The amounts shown in columns (g), (h) and (i) reflect the award amounts under the Performance Stock Units under the Corning 2022 LTI Plan (2022 PSUs) and the portion of PSUs granted in 2020 and 2021 attributable to 2022 performance goals. Awards under this plan are paid in stock. 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 2022 PSUs, 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 2022 PSUs are based on average performance against established metrics over three years, adjusted up or down by up to 10% based on ROIC results versus the pre-established goal for the three-year period. 2020 PSUs will be payable in April 2023, 2021 PSUs will be payable in April 2024 and 2022 PSUs will be payable in April 2025. The target number of 2022 PSU awards are 156,559; 24,752; 31,559; 32,178; 58,787; and 47,030 to Messrs. Weeks, Schlesinger, Tripeny, McRae, Musser and Steverson, respectively. Because the grant date for a PSU occurs when the performance goals are approved, the reported number of shares reflects the portion of the 2022 PSUs for which performance goals have been set (i.e., 1/3 of the total award).(2) |

  151. 2022 Grants of Plan-Based Awards

    | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of the portion of the 2020 PSUs pursuant to the Corning 2012 Long-Term Incentive Plan, which portion is attributable to 2022 performance measures established by the Committee (i.e., 1/3 of the total award). Amounts shown correspond to the amounts set forth in column (d) for 2022 of the Summary Compensation Table. In 2020, Mr. Musser was awarded additional PSUs in connection with his promotion to President and Chief Operating Officer, and Mr. Steverson was awarded additional PSUs in connection with his expanded role as Executive Vice President, Chief Legal and Administrative Officer, which portion is attributable to 2022 performance measures (i.e., 1/3 of the total award)(3) |

  152. 2022 Grants of Plan-Based Awards

    | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of the portion of the 2021 PSUs pursuant to the Corning 2012 Long-Term Incentive Plan, which portion is attributable to 2022 performance measures established by the Committee (i.e., 1/3 of the total award). Amounts shown correspond to the amounts set forth in column (d) for 2022 of the Summary Compensation Table.(4) |

  153. 2022 Grants of Plan-Based Awards

    | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of the portion of the 2022 PSUs pursuant to the Corning 2021 Long-Term Incentive Plan, which portion is attributable to 2022 performance measures established by the Committee (i.e., 1/3 of the total award). Amounts shown correspond to the amounts set forth in column (d) for 2022 of the Summary Compensation Table.(5) |

  154. 2022 Grants of Plan-Based Awards

    | 82 | CORNING 2023 PROXY STATEMENT |

  155. 2022 Grants of Plan-Based Awards

    | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of restricted stock units granted in calendar year 2022 pursuant to the Corning 2021 Long-Term Incentive Plan and correspond to the amounts set forth in column (d) for 2022 of the Summary Compensation Table. Awards vest 100% three years after grant date.(6) |

  156. 2022 Grants of Plan-Based Awards

    | Mr. Tripeny retired on April 30, 2022 and awards granted in 2022 (i.e., 2022 CPUs, PSUs and RSUs) are prorated for time worked in 2022, with the remainder being forfeited. 2022 CPUs and PSUs remain subject to performance pursuant to goals established by the Committee.(7) |

  157. Outstanding Equity Awards at 2022 Fiscal Year-End

    Outstanding Equity Awards at 2022 Fiscal Year-End The following table shows stock option awards classified as exercisable and unexercisable as of December 31, 2022. The table also shows unvested restricted stock, restricted stock unit and performance stock unit awards assuming a market value of $31.94 per share (the NYSE closing price of the Company’s stock on December 30, 2022).

  158. Outstanding Equity Awards at 2022 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 | 05/29/15 | A | 47,801 | 0 | 20.92 | 05/29/25 | 779,222 | $24,888,351 | 204,229 | $6,523,074 | | | 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 | 143,721 | 0 | 33.92 | 04/01/29 | | | | | | | 05/15/20 | B | 29,017 | 14,508 | 19.65 | 05/15/30 | | | | | | | Total | | 557,268 | 14,508 | | | | | | | | Edward A. Schlesinger | 04/29/16 | A | 3,013 | 0 | 18.67 | 04/29/26 | 69,974 | 2,234,970 | 28,435 | 908,208 | | | 05/31/16 | A | 2,693 | 0 | 20.89 | 05/31/26 | | | | | | | 03/31/17 | A | 7,501 | 0 | 27.00 | 03/31/27 | | | | | | | 04/02/18 | A | 8,741 | 0 | 27.03 | 04/02/28 | | | | | | | 04/01/19 | A | 8,844 | 0 | 33.92 | 04/01/29 | | | | | | | 05/15/20 | B | 7,189 | 1,736 | 19.65 | 05/15/30 | | | | | | | Total | | 37,981 | 1,736 | | | | | | | | R. Tony Tripeny | 03/31/14 | A | 6,004 | 0 | 20.82 | 03/31/24 | 97,157 | 3,103,196 | 20,954 | 669,271 | | | 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 | 34,640 | 0 | 33.92 | 04/01/29 | | | | | | | 05/15/20 | B | 10,031 | 0 | 19.65 | 05/15/30 | | | | | | | Total | | 174,032 | 0 | | | | | | |

  159. Outstanding Equity Awards at 2022 Fiscal Year-End

    | CORNING 2023 PROXY STATEMENT | 83 |

  160. Outstanding Equity Awards at 2022 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 | 194,159 | 6,201,438 | 42,817 | 1,367,578 | | | 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 | 37,588 | 0 | 33.92 | 04/01/29 | | | | | | | 05/15/20 | B | 12,133 | 6,067 | 19.65 | 05/15/30 | | | | | | | Total | | 169,175 | 6,067 | | | | | | | | Eric S. Musser | 04/01/19 | A | 34,640 | 0 | 33.92 | 04/01/29 | 242,586 | 7,748,197 | 75,563 | 2,413,485 | | | 05/15/20 | B | 12,567 | 6,283 | 19.65 | 05/15/30 | | | | | | | Total | | 47,207 | 6,283 | | | | | | | | Lewis A. Steverson | 05/15/20 | B | 0 | 3,169 | 19.65 | 05/15/30 | 204,405 | 6,528,696 | 61,147 | 1,953,035 | | | Total | | 0 | 3,169 | | | | | | |

  161. Outstanding Equity Awards at 2022 Fiscal Year-End

    | The Company uses the following vesting codes:(1) |

  162. Outstanding Equity Awards at 2022 Fiscal Year-End

    | A: | 100% Vesting 3 years after grant date |

  163. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 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 |

  164. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Amounts include:(2) |

  165. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 8,000 restricted stock granted to Mr. Schlesinger on July 17, 2019 which vest on July 17, 2023(i) |

  166. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 147,612; 8,987; 38,423; 35,394 and 30,081 restricted stock units granted to Messrs. Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 1, 2020, and 6,142 and 5,608,restricted stock units granted to Messrs. Musser and Steverson, respectively, on June 15, 2020, which vest on April 14, 2023.(ii) |

  167. Outstanding Equity Awards at 2022 Fiscal Year-End

    | (iii) | 2,902; 4,374; 1,213; 1,257 and 10,502 restricted stock units granted to Messrs. Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on May 15, 2020, which vest on May 15, 2023. |

  168. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 580 restricted stock units granted to Mr. Steverson on June 15, 2020, which vest on June 15, 2023(iv) |

  169. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 76,375; 5,856; 16,851; 26,703 and 22,430 restricted stock units granted to Messrs. Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 1, 2021 which vest on April 15, 2024.(v) |

  170. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 104,373; 16,502; 21,452; 39,191 and 31,353 restricted stock units granted to Messrs. Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 1, 2022 which vest on April 15, 2025.(vi) |

  171. Outstanding Equity Awards at 2022 Fiscal Year-End

    | (vii) | 37,705; 11,910; and 12,570 performance stock units granted to Messrs. Weeks, McRae, and Musser, respectively, on July 15, 2020, which vest on May 15, 2023, and for which payout factors have been determined. |

  172. Outstanding Equity Awards at 2022 Fiscal Year-End

    | (viii) | 332,387; 20,290; 80,114; 86,931; 93,926; and 80,791 earned performance stock units granted to Messrs. Weeks, Schlesinger, Tripeny, McRae, Musser and Steverson, respectively, on April 1, 2020, which vest on April 15, 2023, for which three-year average payout factors and ROIC modifier have been determined. |

  173. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 77,868; 5,965; 17,043; 17,379; 27,403 and 23,059 performance stock units granted to Messrs. Weeks, Schlesinger, Tripeny, McRae, Musser and Steverson, respectively, on April 1, 2021 which vest on April 15, 2024 for which 2021 and 2022 performance factors have been determined.(ix) |

  174. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Year-end market price is based on the December 30, 2022 NYSE closing price of $31.94(3) |

  175. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Amounts include:(4) |

  176. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 47,670; 3,683; 10,434; 10,639; 16,776 and 14,117 performance stock units granted to Messrs. Weeks, Schlesinger, Tripeny, McRae, Musser and Steverson, respectively, on April 1, 2021, which vest on April 15, 2024 for which performance results are not yet known.(i) |

  177. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 156,559; 24,752; 10,520; 32,178; 58,787 and 47,030 performance stock units granted to Messrs. Weeks, Schlesinger, Tripeny, McRae, Musser, and Steverson, respectively, on April 1, 2022, which vest on April 15, 2025.(ii) |

  178. Outstanding Equity Awards at 2022 Fiscal Year-End

    | 84 | CORNING 2023 PROXY STATEMENT |

  179. 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. Schlesinger, Tripeny and Steverson are earning benefits under the cash balance formula. All of the active and currently-employed NEOs except Mr. Steverson are currently eligible to retire under the plan.

  180. 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).

  181. Supplemental Pension Plan and Executive Supplemental Pension Plan

    | CORNING 2023 PROXY STATEMENT | 85 |

  182. Supplemental Pension Plan and Executive Supplemental Pension Plan

    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. 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 for all NEOs as determined under this plan are equal to 2.0% of average plan compensation multiplied by years of service up to 25 years (the “ESPP Formula”). 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 the ESPP Formula 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.

  183. 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, 2022, of our Annual Report on Form 10-K filed with the SEC on February 13, 2023.

  184. Pension Benefits

    | 86 | CORNING 2023 PROXY STATEMENT |

  185. 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 | 40 | $1,851,564 | $0 | | | ESPP | 25(1) | 24,191,775 | 0 | | Edward A. Schlesinger | Qualified Pension Plan | 10 | 145,630 | 0 | | | ESPP | 10 | 1,376,849 | 0 | | R. Tony Tripeny | Qualified Pension Plan | 37 | 0 | 499,390 | | | ESPP | 25(1) | 8,465,105 | 460,012 | | Lawrence D. McRae | Qualified Pension Plan | 37 | 1,592,078 | 0 | | | ESPP | 25(1) | 8,679,758 | 0 | | Eric S. Musser | Qualified Pension Plan | 37 | 1,445,301 | 0 | | | ESPP | 25(1) | 9,067,543 | 0 | | Lewis A. Steverson | Qualified Pension Plan | 10 | 166,438 | 0 | | | ESPP | (10) | 3,324,151 | 0 |

  186. Pension Benefits

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

  187. 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 2022 calendar year, the NEOs’ eligible earnings and final average compensation were as follows:

  188. Pension Benefits

    | | As of December 31, 2022 | | | Named Executive Officer | Eligible Pension Earnings | Final Average Earnings | | Wendell P. Weeks | $5,453,659 | $4,163,490 | | Edward A. Schlesinger | 1,053,933 | 751,181 | | R. Tony Tripeny | 1,605,828 | 1,430,782 | | Lawrence D. McRae | 2,125,085 | 1,677,331 | | Eric S. Musser | 2,762,483 | 1,688,750 | | Lewis A. Steverson | 2,055,812 | 1,451,173 |

  189. Non-qualified Deferred Compensation

    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. Following his retirement, Mr. Tripeny received a lump sum distribution in November 2022 in accordance with his distribution election.

  190. Non-qualified Deferred Compensation

    | CORNING 2023 PROXY STATEMENT | 87 |

  191. Non-qualified Deferred Compensation

    | Named Executive Officer | Aggregate Balance at January 1, 2022 ($) | Executive Contributions in 2022 ($)(1) | Company Contributions in 2022 ($)(2) | Aggregate Earnings in 2022 ($)(3) | Aggregate Withdrawals/ Distributions in 2022 ($) | Aggregate Balance as of December 31, 2022 ($) | | Wendell P. Weeks | $9,567,478 | $82,385 | $84,788 | $-1,445,716 | $0 | $8,288,935 | | Edward A. Schlesinger | 294,507 | 67,404 | 30,402 | -46,223 | 0 | 346,090 | | R. Tony Tripeny | 5,337,501 | 262,704 | 52,541 | -846,501 | -4,806,245 | 0 | | Lawrence D. McRae | 171,645 | 390,633 | 124,555 | -60,022 | 0 | 626,811 | | Eric S. Musser | 0 | 0 | 0 | 0 | 0 | 0 | | Lewis A Steverson | 1,008,487 | 384,162 | 76,833 | -189,548 | 0 | 1,279,934 |

  192. Non-qualified Deferred Compensation

    | Reflects participation in the Supplemental Investment Plan by Messrs. Weeks, Schlesinger, McRae and Steverson in the deferral of a portion of their 2022 base salaries and participation by Messrs. Schlesinger, Tripeny, McRae and Steverson in the deferral of a portion of the bonus received in 2022 for prior year performance.(1) |

  193. Non-qualified Deferred Compensation

    | Reflects Company match on the Supplemental Investment Plan, which was credited to the account of the Named Executive Officers in 2022. All of these amounts are included in the All Other Compensation column of the Summary Compensation Table (and are also detailed in footnote (4) to that Table).(2) |

  194. Non-qualified Deferred Compensation

    | 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) |

  195. Pay Ratio Disclosure

    Pay Ratio Disclosure For 2022, the annual total compensation of the median employee, excluding our CEO, was $36,485 and the annual total compensation of our CEO was $16,169,469. Accordingly, the ratio of the CEO’s annual total compensation to the annual total compensation of the median employee was 443:1. This reflects analysis of our global workforce of employees as of October 1, 2022, which excludes 708 employees in Brazil, 396 employees in India, 147 employees in South Africa, and 282 employees in Turkey, which are de minimis relative to the size of our global workforce. We used estimated total cash compensation to determine the median employee. Our estimate of total cash compensation for our full 2022 fiscal year included (i) annual base salary plus annual incentives calculated at target for salaried employees and (ii) hourly salary rate times annual standard hours plus additional adjustments for shift differentials, estimated overtime rates, production bonuses, holiday bonuses, fixed bonuses and other cash allowances paid to hourly employees. Our estimates were based on an analysis of the pay components and payrolls in each of the 40 countries in which we operate, excluding Brazil, India, South Africa and Turkey. Total cash compensation rates of employees paid in foreign currencies were converted into U.S. dollars using our standard monthly foreign exchange conversion rates in effect on October 1, 2022 for the determination of the median and December 31, 2022 for the year-end actual total compensation. Once the median employee was identified, actual total compensation was determined in accordance with Item 402(c)(2)(x) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  196. Pay Ratio Disclosure

    | 92 | CORNING 2023 PROXY STATEMENT |

  197. Pay Versus Performance Table and Disclosures

    Pay Versus Performance Table and Disclosures As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company. The Compensation and Talent Management Committee (the Committee) did not consider the pay versus performance disclosure when making its incentive compensation decisions. For further information about how we align executive compensation with the Company’s performance, see “Compensation Discussion and Analysis” starting on page 58. The following table sets forth the required compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2022, 2021 and 2020.

  198. Pay Versus Performance Table and Disclosures

    | Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO | Average Summary Compensation Table Total for Non-CEO NEOs | Average Compensation Actually Paid to Non-CEO NEOs | Value of Initial Fixed $100 Investment Based On: | | Corning GAAP Net Income ($mm) | Corning Core Net Sales ($mm) | | | | | | | Corning Total Shareholder Return | S&P 500 Communications Equipment Total Shareholder Return | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2022 | $16,169,469 | $8,786,398 | $4,271,097 | $2,657,079 | $119.50 | $123.73 | $1,316 | $14,805 | | 2021 | 20,766,032 | 27,146,225 | 6,421,907 | 7,930,517 | 135.13 | 154.17 | 1,906 | 14,120 | | 2020 | 18,951,753 | 26,306,100 | 5,573,311 | 7,431,466 | 127.57 | 101.28 | 512 | 11,452 |

  199. Pay Versus Performance Table and Disclosures

    | Our CEO, Wendell P. Weeks, served as our Principal Executive Officer in 2022, 2021 and 2020. Our other NEOs (“Non-CEO NEOs”) included:(1) |

  200. Pay Versus Performance Table and Disclosures

    | a. | For 2022, R. Tony Tripeny (who served for four months in 2022), Edward A. Schlesinger, Lawrence D. McRae, Eric S. Musser and Lewis A. Steverson. |

  201. Pay Versus Performance Table and Disclosures

    | b. | For 2021, R. Tony Tripeny, Lawrence D. McRae, Eric S. Musser and Lewis A. Steverson. |

  202. Pay Versus Performance Table and Disclosures

    | c. | For 2020, R. Tony Tripeny, Lawrence D. McRae, James P. Clappin and Eric S. Musser |

  203. Pay Versus Performance Table and Disclosures

    | For each year, total shareholder return is shown for the Company and the constituent companies of the S&P 500 Communications Equipment Industry index (the “Comparison Group”). This is the same peer group used by Corning for purposes of Item 201(e) of Regulation S-K under the Exchange Act in Corning’s Annual Reports on Form 10-K for each of the fiscal years ended December 31, 2022, 2021 and 2020 and consists of the following companies: Arista Networks, Cisco Systems, F5, Juniper Networks and Motorola Solutions, weighted according to the constituent companies’ market capitalization at the beginning of each period for which a return is indicated.(2) |

  204. Pay Versus Performance Table and Disclosures

    | For each year, the amounts included in columns (c) and (e) for the compensation actually paid to our CEO and the average compensation actually paid to our non-CEO NEOs reflect the following adjustments to the amounts in column (b) and column (d), respectively:(3) |

  205. Pay Versus Performance Table and Disclosures

    | Reconciliation of Summary Compensation Table Totals and Compensation Actually Paid | 2022 | | 2021 | | 2020 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | Summary Compensation Table Total for CEO (column (b)) | $16,169,469 | $4,271,097 | $20,766,032 | $6,421,907 | $18,951,753 | $5,573,311 | | - Deduction for change in actuarial present values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the Summary Compensation Table for applicable Fiscal Year (FY) | 0 | 0 | 0 | 255,097 | 1,330,636 | 496,479 | | + Increase for service cost or prior service cost for pension plans | (13,662) | 174,240 | (12,790) | 126,053 | 10,547 | (7,061) | | - Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table for applicable FY | 10,661,224 | 2,522,299 | 8,023,645 | 2,143,648 | 8,417,516 | 2,341,980 | | - Deduction for amounts reported under the “Option Awards” column in the Summary Compensation Table for applicable FY | 0 | 0 | 0 | 0 | 151,467 | 60,748 |

  206. Pay Versus Performance Table and Disclosures

    | CORNING 2023 PROXY STATEMENT | 93 |

  207. Pay Versus Performance Table and Disclosures

    | Reconciliation of Summary Compensation Table Totals and Compensation Actually Paid | 2022 | | 2021 | | 2020 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | + Increase based on ASC 718 Fair Value of Awards Granted during applicable FY that remain unvested as of applicable fiscal year end (FYE), determined as of applicable FYE(a) | 6,089,648 | 1,328,135 | 10,703,253 | 2,837,131 | 15,516,697 | 4,319,061 | | + Increase based on ASC 718 Fair Value of Awards Granted during applicable FY that vested during applicable FY, determined as of vesting date(b) | 0 | 45,669 | 0 | 0 | 0 | 0 | | [+/-] Increase/deduction for awards granted during prior FY that were outstanding and unvested as of applicable FYE, determined based on change in ASC 718 Fair Value from prior FYE to applicable FYE(c) | (3,397,936) | (704,770) | 743,867 | 195,479 | 2,449,382 | 612,343 | | [+/-] Increase/deduction for awards granted during prior FY that vested during applicable FY, determined based on change in ASC 718 Fair Value from prior FYE to vesting date(d) | (329,894) | (122,173) | 2,236,925 | 556,688 | (1,218,655) | (304,665) | | - Deduction of ASC 718 Fair Value of awards granted during prior FY that were forfeited during applicable FY, determined as of prior FYE(e) | 0 | 18,243 | 0 | 0 | 0 | 0 | | + Increase based on dividends or other earnings paid during applicable FY prior to the vesting date | 929,966 | 205,423 | 732,584 | 192,005 | 517,089 | 137,683 | | + Increase based on incremental fair value of options/SARs modified during applicable FY | 0 | 0 | 0 | 0 | 0 | 0 | | Compensation Actually Paid to CEO | 8,786,398 | 2,657,079 | 27,146,225 | 7,930,517 | 26,306,100 | 7,431,466 |

  208. Pay Versus Performance Table and Disclosures

    | a) | For each year, the calculated increase based on ASC 718 Fair Value of performance stock awards granted during the applicable FY that remained unvested as of applicable FYE, reflect the following assumptions: |

  209. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | FYE Price per Share ($) | Performance Payout | | 2022 | 2022 Performance Stock Units – Tranche 1 | April 1, 2022 | $31.94 | 49%(1) | | 2022 | 2021 Performance Stock Units – Tranche 2 | February 2, 2022 | 31.94 | 49%(1) | | 2022 | 2020 Performance Stock Units – Tranche 3 | February 2, 2022 | 31.94 | 53.9% | | 2021 | 2021 Performance Stock Units – Tranche 1 | April 1, 2021 | 37.23 | 175%(1) | | 2021 | 2020 Performance Stock Units – Tranche 2 | February 3, 2021 | 37.23 | 181%(1) | | 2020 | 2020 Performance Stock Units – Tranche 1 | April 1, 2020 | 36.00 | 181%(1) | | 2020 | Performance Incentive Plan – Performance Stock Units | May 15, 2020 | 36.00 | 100% |

  210. Pay Versus Performance Table and Disclosures

    | Assumes ROIC multiplier at Target(1) |

  211. Pay Versus Performance Table and Disclosures

    For each year, the calculated increase based on ASC 718 Fair Value of time-based restricted stock awards granted during the applicable FY that remained unvested as of applicable FYE, reflect the following assumptions:

  212. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | FYE Price per Share ($) | | 2022 | 2022 Time-Based Restricted Stock Units | April 1, 2022 | $31.94 | | 2021 | 2021 Time-Based Restricted Stock Units | April 1, 2021 | 37.23 | | 2020 | 2020 Time-Based Restricted Stock Units | April 1, 2020 | 36.00 | | 2020 | 2020 Time-Based Restricted Stock Units(1) | June 15, 2020 | 36.00 | | 2020 | 2020 SSSO – Time-Based Restricted Stock Units | May 15, 2020 | 36.00 |

  213. Pay Versus Performance Table and Disclosures

    | Award granted to Mr. Steverson(1) |

  214. Pay Versus Performance Table and Disclosures

    | 94 | CORNING 2023 PROXY STATEMENT |

  215. Pay Versus Performance Table and Disclosures

    For each year, the calculated increase based on ASC 718 Fair Value of stock option awards granted during the applicable FY that remained unvested as of applicable FYE, reflect the following assumptions:

  216. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | FYE Price per Share | Expected Life | Risk-Free Rate | Volatility | Dividend Yield | | 2020 | 2020 SSSO – Stock Options | May 15, 2020 | $36.00 | 6.82 | 0.62% | 29.81% | 2.44% |

  217. Pay Versus Performance Table and Disclosures

    | For each year, the calculated increase based on ASC 718 Fair Value of awards granted during applicable FY that vested during applicable FY, determined as of vesting date:(b) |

  218. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | Vesting Date | Vesting Date Price per Share | | 2022 | 2022 Time-Based Restricted Stock Units(1) | April 1, 2022 | November 1, 2022 | $32.56 |

  219. Pay Versus Performance Table and Disclosures

    | Award vested in 2022 for Mr. Tripeny due to his retirement(1) |

  220. Pay Versus Performance Table and Disclosures

    | For each year, the calculated increase (deduction) for performance stock awards granted during a prior FY that were outstanding and unvested as of the applicable FYE, determined based on change in ASC 718 Fair Value from the prior FYE to applicable FYE, reflect the following assumptions:(c) |

  221. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | FYE Price per Share ($) | Performance Payout | | 2022 | 2021 Performance Stock Units – Tranche 1 | April 1, 2021 | $31.94 | 175%(1) | | 2022 | 2020 Performance Stock Units – Tranche 1 | April 1, 2020 | 31.94 | 199%(1) | | 2022 | 2020 Performance Stock Units – Tranche 2 | February 3, 2021 | 31.94 | 192.5% | | 2022 | 2020 Performance Incentive Plan – Performance Stock Units – Tranche 3 | May 15, 2020 | 31.94 | 100% | | 2021 | 2020 Performance Stock Units – Tranche 1 | April 1, 2020 | 37.23 | 181%(1) | | 2021 | 2020 Performance Incentive Plan – Performance Stock Units- Tranche 2 | May 15, 2020 | 37.23 | 100% | | 2021 | 2020 Performance Incentive Plan – Performance Stock Units – Tranche 3 | May 15, 2020 | 37.23 | 100% |

  222. Pay Versus Performance Table and Disclosures

    | Assumes ROIC multiplier at Target(1) |

  223. Pay Versus Performance Table and Disclosures

    For each year, the calculated increase (deduction) for time-based restricted stock awards granted during a prior FY that were outstanding and unvested as of the applicable FYE, determined based on change in ASC 718 Fair Value from the prior FYE to applicable FYE, reflect the following assumptions:

  224. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | FYE Price per Share ($) | | 2022 | 2021 Time-Based Restricted Stock Units | April 1, 2021 | $31.94 | | 2022 | 2020 Time-Based Restricted Stock Units | April 1, 2020 | 31.94 | | 2022 | 2020 Time-Based Restricted Stock Units(1) | June 15, 2020 | 31.94 | | 2022 | 2020 SSSO – Time-Based Restricted Stock Units – Tranche 3 | May 15, 2020 | 31.94 | | 2021 | 2020 Time-Based Restricted Stock Units | April 1, 2020 | 37.23 | | 2021 | 2020 Time-Based Restricted Stock Units(1) | June 15, 2020 | 37.23 | | 2021 | 2019 Time-Based Restricted Stock Units | April 1, 2019 | 37.23 | | 2021 | 2020 SSSO – Time-Based Restricted Stock Units – Tranche 2 | May 15, 2020 | 37.23 | | 2021 | 2020 SSSO – Time-Based Restricted Stock Units – Tranche 3 | May 15, 2020 | 37.23 | | 2020 | 2019 Time-Based Restricted Stock Units | April 1, 2019 | 36.00 | | 2020 | 2018 Time-Based Restricted Stock Units | April 2, 2018 | 36.00 |

  225. Pay Versus Performance Table and Disclosures

    | Award granted to Mr. Steverson(1) |

  226. Pay Versus Performance Table and Disclosures

    | CORNING 2023 PROXY STATEMENT | 95 |

  227. Pay Versus Performance Table and Disclosures

    For each year, the calculated increase (deduction) for stock option awards granted during a prior FY that were outstanding and unvested as of the applicable FYE, determined based on change in ASC 718 Fair Value from the prior FYE to applicable FYE, reflect the following assumptions:

  228. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | FYE Price per Share | Expected Life | Risk-Free Rate | Volatility | Dividend Yield | | 2021 | 2020 SSSO – Stock Options | May 15, 2020 | $37.23 | 5.82 | 1.33% | 30.91% | 2.58% | | 2021 | 2019 Stock Options | April 1, 2019 | 37.23 | 4.73 | 1.22% | 32.90% | 2.58% | | 2020 | 2019 Stock Options | April 1, 2019 | 36.00 | 5.73 | 0.47% | 31.10% | 2.44% | | 2020 | 2018 Stock Options | April 2, 2018 | 36.00 | 4.73 | 0.33% | 32.07% | 2.44% |

  229. Pay Versus Performance Table and Disclosures

    | For each year, the calculated increase (deduction) for performance stock awards granted during a prior FY that were vested as of the applicable FYE, determined based on change in ASC 718 Fair Value from the prior FYE to applicable vesting date, reflect the following assumptions:(d) |

  230. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | Vesting Date | Vesting Date Price per Share ($) | Performance Payout | | 2022 | 2020 Performance Incentive Plan – Performance Stock Units – Tranche 2 | May 15, 2020 | May 15, 2022 | $35.54 | 100% | | 2021 | 2020 Performance Stock Units – Tranche 1 | May 15, 2020 | May 15, 2021 | 44.28 | 100% |

  231. Pay Versus Performance Table and Disclosures

    For each year, the calculated increase (deduction) for time-based restricted stock awards granted during a prior FY that were vested as of the applicable FYE, determined based on change in ASC 718 Fair Value from the prior FYE to applicable vesting date, reflect the following assumptions:

  232. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | Vesting Date | Vesting Date Price per Share ($) | | 2022 | 2020 SSSO – Time-Based Restricted Stock Units – Tranche 2 | May 15, 2020 | May 15, 2022 | $35.54 | | 2022 | 2020 Time-Based Restricted Stock Units(1) | June 15, 2020 | June 15, 2022 | 32.74 | | 2022 | 2019 Time-Based Restricted Stock Units | April 1, 2019 | April 15, 2022 | 33.69 | | 2022 | 2021 Time-Based Restricted Stock Units(2) | April 1, 2021 | November 1, 2022 | 32.56 | | 2022 | 2020 Time-Based Restricted Stock Units(2) | April 1, 2020 | November 1, 2022 | 32.56 | | 2021 | 2020 SSSO – Time-Based Restricted Stock Units – Tranche 1 | May 15, 2020 | May 15, 2021 | 44.28 | | 2021 | 2020 Time-Based Restricted Stock Units(1) | June 15, 2020 | June 15, 2021 | 41.02 | | 2021 | 2018 Time-Based Restricted Stock Units | April 2, 2018 | April 15, 2021 | 45.90 | | 2020 | 2017 Time-Based Restricted Stock Units | March 31, 2017 | April 15, 2020 | 19.99 |

  233. Pay Versus Performance Table and Disclosures

    | Award granted to Mr. Steverson(1) |

  234. Pay Versus Performance Table and Disclosures

    | This award vested in 2022 for Mr. Tripeny as a result of his retirement. For the CEO and other NEOs, this award continued to vest normally(2) |

  235. Pay Versus Performance Table and Disclosures

    For each year, the calculated increase (deduction) for stock option awards granted during a prior FY that were vested as of the applicable FYE, determined based on change in ASC 718 Fair Value from the prior FYE to applicable vesting date, reflect the following assumptions:

  236. Pay Versus Performance Table and Disclosures

    | As of Fiscal Year Ending December 31, | Award | Grant Date | Vesting Date | Vesting Date Price per Share ($) | Expected Life | Risk-Free Rate | Volatility | Dividend Yield | | 2022 | 2020 SSSO – Stock Options – Tranche 2 | May 15, 2020 | May 15, 2022 | $35.54 | 5.4 | 2.90% | 32.24% | 3.04% | | 2022 | 2019 Stock Options | April 1, 2019 | April 1, 2022 | 36.36 | 4.4 | 2.57% | 34.37% | 2.97% | | 2021 | 2020 SSSO – Stock Options – Tranche 1 | May 15, 2020 | May 15, 2021 | 44.28 | 6.4 | 1.15% | 30.78% | 2.17% | | 2021 | 2018 Stock Options | April 2, 2018 | April 2, 2021 | 43.99 | 4.4 | 0.80% | 33.20% | 2.18% | | 2020 | 2017 Stock Options | March 31, 2017 | March 31, 2020 | 20.54 | 4.4 | 0.35% | 30.33% | 4.28% |

  237. Pay Versus Performance Table and Disclosures

    | A portion of Mr. Tripeny’s unvested 2020 SSSO Stock Options were forfeited in connection with his retirement on April 30, 2022. The forfeiture is valued as of the prior FYE on December 31, 2021. See footnote (c) for assumptions corresponding to this award as of December 31, 2021(e) |

  238. Pay Versus Performance Table and Disclosures

    | 96 | CORNING 2023 PROXY STATEMENT |

  239. Pay Versus Performance Relationship

    Pay Versus Performance Relationship The following comparisons describe the relationships between the amounts included in the Pay Versus Performance Table for each of 2022, 2021 and 2020, including a comparison between our cumulative total shareholder return and the total shareholder return of the Comparison Group and comparisons between the compensation actually paid to the CEO and the average compensation actually paid to our non-CEO NEOs and (ii) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance Table.

  240. Pay Versus Performance Relationship

    | Corning Indexed TSR vs. S&P 500 Communications Equipment TSR | Compensation Actually Paid vs. Indexed TSR | | | | | Compensation Actually Paid vs. GAAP Net Income | Compensation Actually Paid vs. Core Revenue | | | |

  241. Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022

    Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022 The following table identifies the six most important financial performance measures used by the Committee to link the compensation actually paid to our CEO and other NEOs in 2022 to company performance. The role of each of these performance measures in our NEOs’ compensation is discussed in the CD&A above.

  242. Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022

    | Financial Performance Measures | | Core Net Sales | | Core Earnings Per Share | | Adjusted Free Cash Flow | | Return on Invested Capital (ROIC) | | Core Gross Margin | | Core NPAT |

  243. Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022

    | CORNING 2023 PROXY STATEMENT | 97 |

  244. Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022

    The Audit Committee evaluates our independent registered public accounting firm each year and has appointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2023. PwC has served in this role since 1944. The Audit Committee concluded that many factors contribute to the continued support of PwC’s independence, such as the oversight of the Public Company Accounting Oversight Board (PCAOB) through the establishment of audit, quality, ethics, and independence standards in addition to conducting audit inspections; the mandating of reports on internal control over financial reporting; PCAOB requirements for audit partner rotation; and limitations imposed by regulation and by the Audit Committee on non-audit services provided by PwC. The Audit Committee preapproves all audit and permitted non-audit services that PwC performs for the Company, and it approves the fees associated with the engagement of PwC. All services provided to Corning by PwC in 2021 and 2022 were pre-approved by the Audit Committee in accordance with the policy. The Audit Committee and the PCAOB require key PwC partners assigned to our audit to be rotated at least every five years. The Audit Committee and its Chair oversee the selection process for each new lead engagement partner. Throughout this process, the Audit Committee and management provide input to PwC about the Company’s priorities, discuss candidate qualifications and interview potential candidates put forth by PwC. In determining whether to reappoint PwC, the Audit Committee took into consideration a number of factors, including:

  245. Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022

    | • | PwC’s global capabilities to handle the breadth and complexity of Corning’s global operations; | | • | PwC’s technical expertise and knowledge of Corning’s industry and global operations; | | • | The quality and candor of PwC’s communications with the Audit Committee and management, which include routine executive sessions with the Audit Committee held without management present and a management survey of PwC’s performance; | | • | PwC’s independence; | | • | The appropriateness of PwC’s fees; and | | • | PwC’s tenure as our independent registered public accounting firm, including the benefits of that tenure (including higher audit quality due to PwC’s deep understanding of Corning’s business and accounting policies and practices), the avoidance of significant costs and disruptions that would be associated with retaining a new independent auditor, and the controls and processes in place such as rotation of key partners and an annual assessment of PwC’s qualifications, service quality, sufficiency of resources, quality of communications, working relationship with our management, objectivity and professional skepticism that help ensure PwC’s continued independence. |

  246. Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022

    | 98 | CORNING 2023 PROXY STATEMENT |

  247. Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022

    Based on its evaluation, the Audit Committee believes that the continued retention of PwC is in the best interests of the Company and its shareholders. The Board concurs and requests that the shareholders ratify the appointment of PwC as Corning’s independent registered public accounting firm for the fiscal year ending December 31, 2023. If the selection of PwC is not ratified by a majority of the votes cast by the holders of shares entitled to vote on the matter, the Audit Committee will review its future selection of an independent registered public accounting firm in light of that vote result. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different registered public accounting firm at any time during the year if the Audit Committee determines that such change would be appropriate. Corning expects representatives of PwC to be present at the Annual Meeting and available to respond to questions that may be raised there. These representatives may comment on the financial statements if they so desire.

  248. Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2022

    | | FOR | Our Board unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. |