DEF 14A of Corning Inc /Ny
Filed Mar 22, 2024 · FY20230001206774-24-000283
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| Director Compensation | 51 | | 2023 Director Compensation | 51 | | Directors’ Charitable Giving Programs | 52 | | Stock Ownership Information | 54 | | Stock Ownership Guidelines | 54 | | Delinquent Section 16(a) Reports | 54 | | Beneficial Ownership Table | 55 | | Proposal 2 Advisory Approval of Executive Compensation (Say on Pay) | 56 | | Say on Pay Proposal | 56 | | Compensation Discussion & Analysis | 57 | | CD&A Table of Contents | 57 | | Executive Summary | 58 | | 2023 Performance Overview: A Focus on Adaptation and Operational Strength | 61 | | 2023 Executive Compensation Program Details for NEOs | 65 | | Compensation Peer Group | 72 | | Compensation Program – Other Governance Matters | 74 | | Compensation and Talent Management Committee Report | 75 | | 2023 Compensation Tables | 76 | | 2023 Summary Compensation Table | 76 | | 2023 Grants of Plan-Based Awards | 79 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 82 | | Options Exercised and Shares Vested in 2023 | 83 | | Retirement Plans | 83 | | Non-qualified Deferred Compensation | 85 | | Arrangements with Named Executive Officers | 86 | | Other Information | 90 | | Pay Ratio Disclosure | 90 | | Pay Versus Performance Table and Disclosures | 91 |
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| CORNING 2024 PROXY STATEMENT | 27 |
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Management Succession Planning One of the Board’s primary responsibilities is ensuring that Corning has a high-performing management team in place. The Board oversees management succession planning, with our Lead Independent Director facilitating ongoing review and Board approval of succession and management development plans for the CEO and Senior Leadership Team. The goal of this ongoing process is to maximize the pool of internal candidates able to assume top management positions with minimal business interruption. Recently, succession planning has resulted in the appointment of highly qualified executives in the Chief Financial Officer and Chief Technology Officer roles, both internal candidates, and the Chief Digital and Information Officer and Chief Human Resources Officer roles, both external candidates. The Board regularly discusses succession planning for the Chief Executive Officer and other senior management positions in executive sessions. The Board has regular engagement with various levels of management at Board and Committee meetings which gives directors additional exposure to the management pipeline. Director Independence Our Board is 93% independent, and such independent oversight bolsters our success. Our Board has determined that each of our non-employee directors qualifies as “independent” in accordance with the listing requirements of the NYSE, applicable SEC rules and the Company’s director qualification standards. Mr. Weeks is not independent because he is an executive officer of Corning. The NYSE listing requirements state that no director may be qualified as “independent” unless our Board affirmatively determines that the director has no material relationship with Corning. When making independence determinations, the Board considers all relevant facts and circumstances which might bar a director from being determined to be “independent,” including the NYSE criteria. Our Corporate Governance Guidelines require the Board to make an annual determination regarding the independence of each of our directors. In making its independence determinations, the Board considered transactions, if any, that occurred since the beginning of 2021 between Corning and entities associated with our independent directors or members of their immediate family. The Board also reviewed information about each director’s business and personal activities as they may relate to Corning and Corning’s management. It considered that each of Ms. Henretta, Messrs. Martin, Brun and Ferguson, and Drs. Huttenlocher and Wrighton are or were, during the previous three years, an employee, partner or affiliate of a company or organization that had a business relationship with Corning at some time during those years. The Board also considered: that Corning’s business relationships with each such company or organization were ordinary course/arm’s length dealings; no Corning director had a personal interest in, or received a personal benefit from, such relationships; any payments or contributions to or from each of these entities constituted less than the greater of $1 million, or 2% of such entity’s consolidated gross revenues in each of those years; that such relationships arose only from such director’s position as an employee, partner or affiliate of the relevant company with which Corning does business; that such director has no input or direct or indirect material interest in any of the business relationships or transactions; that such director had no role or financial interest in any decisions about any of these relationships or transactions; and that such a relationship does not bar independence under the NYSE listing requirements, applicable SEC rules or Corning’s director qualification standards. Based on all the relevant facts and circumstances, the Board concluded that none of the director relationships mentioned above constituted a material relationship with Corning that represents a potential conflict of interest, or otherwise interferes with the exercise by any of these directors of his or her independent judgment with respect to Corning. Policy on Transactions with Related Persons The Board of Directors has a written policy requiring the full Board or a designated Board committee to pre-approve any transaction involving Corning in which one of our directors, nominees for director, executive officers, or greater than 5% shareholders, or their immediate family members, have a direct or indirect material interest and where the amount involved exceeds $120,000 in any fiscal year. As set forth in the Corporate Governance Guidelines, the Board has delegated to the Nominating and Corporate Governance Committee the responsibility for reviewing and approving any such transactions. In determining whether to approve any such transaction, the Board or relevant committee must consider, in addition to other factors deemed appropriate, whether the transaction is on terms no less favorable to Corning than transactions involving unrelated parties. No director may participate in any review or approval of any transaction if he or she, or his or her immediate family member, has a direct or indirect material interest in the transaction.
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| 28 | CORNING 2024 PROXY STATEMENT |
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Stephen M. Bell, an engineering supervisor at Corning’s facility in Newton, North Carolina, is the son of Michael A. Bell, an executive officer of Corning. In 2023, Corning paid Stephen M. Bell $134,489 and bonus amounts of $14,168. The Nominating and Corporate Governance Committee reviewed and approved Mr. Bell’s employment in accordance with Corning’s Policy on Transactions with Related Persons. Compensation and Talent Management Committee Interlocks and Insider Participation Dr. Rieman and Messrs. Brun, Clark, Ferguson, Landgraf and Tookes served on the Compensation and Talent Management Committee during 2023. No member of the Compensation and Talent Management Committee that served during 2023 is now, or has ever been, an officer or employee of Corning. No member of the Compensation and Talent Management Committee had any relationship with Corning or any of its subsidiaries during 2023 pursuant to which disclosure would be required under applicable rules of the SEC pertaining to the disclosure of transactions with related persons. No Corning executive officer currently serves or served during 2023 on the board of directors or compensation committee of another company at any time during which an executive officer of such other company served on Corning’s Board or Compensation and Talent Management Committee. Risk Oversight Inherent in the Board’s responsibilities is the understanding and oversight of the various risks facing the Company. The Board does not view risk in isolation: risks are considered in virtually every business decision. The Board recognizes that it is neither possible nor prudent to eliminate all risk; indeed, purposeful and appropriate risk taking is essential for the Company to be competitive on a global basis and to achieve the Company’s long-term strategic objectives. Effective risk oversight is of critical importance to our Board. The Board has implemented a risk governance framework designed to:
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| • | understand critical risks in the Company’s business and strategy; |
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| • | allocate responsibilities for risk oversight among the full Board and its committees; |
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| • | evaluate the Company’s risk management processes and whether they are functioning adequately; |
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| • | facilitate open communication between management and Directors; and |
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| • | foster an appropriate culture of integrity and risk awareness. |
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To learn more about risks facing the Company, you can review Part I, “Item 1A. Risk Factors” in the Form 10-K. The risks described in the Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known or that may currently be deemed to be immaterial based on the information known to the Company also may materially adversely affect the Company’s business, financial condition or results of operations in future periods.
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| CORNING 2024 PROXY STATEMENT | 29 |
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Risks associated with current business status or strategic alternatives are subjected to analysis, discussion and deliberation by management and the Board. Operationally, management reports periodically to the Board on the Company’s enterprise risk management (ERM) policies and procedures, and to the Audit, Information Technology, Finance, and Corporate Responsibility and Sustainability Committees on our top risks and compliance policies and practices. Management also provides a comprehensive annual report of top risks to the Board. The Chief Compliance Officer reports to the Audit Committee at each of its meetings on any relevant compliance issues, and annually presents an overview of the Company’s compliance function, processes and effectiveness. Corning’s ERM program utilizes (1) a Risk Council chaired by the Executive Vice President and Chief Financial Officer and composed of Corning management and staff to aggregate, prioritize and assess risks, including strategic, financial, operational, business, reputational, governance and managerial risks; (2) an internal audit department; and (3) a Compliance Council, which reports regularly to each of the Audit Committee and Corporate Responsibility and Sustainability Committee and reviews the Company’s compliance with laws and regulations of the countries in which we conduct business as well as disclosures made by the Company about relevant risks.
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| 30 | CORNING 2024 PROXY STATEMENT |
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The Board believes that the work undertaken by the committees of the Board, together with the work of the full Board and the Company’s management, enables the Board to effectively oversee Corning’s management of risk. Environmental, Social and Governance (ESG) Oversight We have integrated ESG throughout our business, from our daily operations and our risk management processes to our executive leadership and our Board. In doing so, we follow guidance provided by the Committee of Sponsoring Organizations of the Treadway Commission and the World Business Council for Sustainable Development. We also leverage the framework of the Task Force for Climate-Related Financial Disclosures (TCFD) to assess and report on climate risks and opportunities for Corning. The Board believes that identifying risks and opportunities relating to sustainability is essential to the long-term viability of our Company and to deliver long-term value to shareholders. With respect to Board oversight of ESG matters, rather than concentrating all ESG matters into a single Committee, the Board believes each Committee should maintain oversight over the matters that fall within its scope. The appropriate Committees then report to the Board as appropriate. Using this approach, members of each committee can leverage their subject-matter expertise to oversee and advise the Board on matters most relevant to their committee’s area of responsibility. In some circumstances, such as the efforts related to our Office of Racial Equity and Social Unity, Board members participate directly in working groups with management. Operating as an integrated whole, our Board is best positioned to manage the ESG risks and issues most impactful to our enterprise and our communities. Cybersecurity Oversight Corning’s Board plays a role in overseeing risks associated with cybersecurity threats. In particular, the IT Committee of the Board is responsible for cybersecurity governance and has information security oversight as a key component of its charter. In all meetings, the IT Committee reviews the Company’s cybersecurity posture as well as any significant cybersecurity events. Corning’s Chief Digital and Information Officer (CDIO), in combination with Corning’s Chief Information Security Officer (CISO), briefs the IT Committee on cybersecurity activities and long-term cybersecurity strategies, as well as general
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| CORNING 2024 PROXY STATEMENT | 31 |
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cybersecurity trends that could have a material impact on the Company. On an annual basis, the CISO provides a cybersecurity update to the Board and participates in a joint meeting of the IT and Audit Committees to review significant cybersecurity risks and their impact, if any, on internal controls. At any time, Board members may raise concerns regarding the Company’s cybersecurity posture and recommend future changes to controls or procedures. Should a cybersecurity incident rise to the level of a corporate crisis, consistent with the Company’s corporate crisis response escalation protocols, the Board would be engaged. Assessment of Company Culture Our directors are positioned to assess Company culture in many ways. The Company’s Senior Leadership Team attends Board meetings, and numerous other members of management attend Board committee meetings. Formal dinners and informal lunches with meeting attendees provide Directors’ insight into how our teams function. When presenting an issue relevant to the Board, full business and technology teams attend to answer the Directors’ questions and to join them at these dinners and lunches. The Board visits our research campus to meet with dozens of employees working on our key innovation initiatives and participates in a technology showcase annually, where our newest initiatives are highlighted and discussed. If the Board is unable to visit our research campus in person, virtual Technology Showcases are held where senior innovators demonstrate those products and innovations in the Company’s commercialization pipeline. The Board also meets at different Corning locations – occasionally internationally – to see our manufacturing facilities, meet local managers and employees and explore the Company’s culture. Compensation Risk Analysis
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| Corning does not use compensation policies or practices that create risks that are likely to have a material adverse effect on the Company. |
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In February 2024, the Compensation and Talent Management Committee reviewed the risk assessment that it had instructed Frederic W. Cook & Co., Inc. to undertake regarding the Company’s compensation policies and practices covering all employees. The Committee evaluated the levels of risk-taking that potentially could be encouraged by our compensation arrangements, considering the arrangements’ risk-mitigation features, to determine whether they are appropriate in the context of our strategic plan and annual budget, our overall compensation arrangements, our compensation objectives, and Corning’s overall risk profile. Identified risk-mitigation features included the following:
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| • | The mix of cash and equity pay-outs tied to both short-term financial performance, mid-term financial performance, and long-term value creation; |
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| • | The time vesting requirements in our long-term incentive plans, which help align the interests of employees to shareholders; |
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| • | The use of multiple financial performance metrics that are readily monitored and reviewed, and aligned with the corporate and business unit objectives; |
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| • | The rigorous budget and goal-setting processes that involve both top-down and bottom-up analyses; |
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| • | The use of common performance metrics for incentives across Corning’s management team and all eligible employees with corporate results impacting the compensation of all Corning employees; |
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| • | Internal advisory committees and plan caps that are intended to avoid imprudent risk-taking; |
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| • | Our robust stock ownership, clawback, anti-hedging and anti-pledging policies for NEOs and other employees; |
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| • | Multiple levels of review and approval of awards, including Committee approval of all officer and equity compensation; and |
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| • | Immediate oversight of executive pay matters in mergers and acquisitions and unit compensation plans throughout the acquisition integration process. |
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The Compensation and Talent Management Committee concluded that Corning’s executive compensation program is balanced and does not reward excessive financial risk-taking.
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| 32 | CORNING 2024 PROXY STATEMENT |
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Board and Shareholder Meeting Attendance The Board of Directors met seven times in 2023. Attendance at Board and committee meetings averaged 97% in 2023, and each incumbent director attended no less than 86% of the meetings of the Board and committees on which the director served. The Board has a policy requiring all directors to attend our Annual Meeting, absent extraordinary circumstances. All our directors attended our 2023 Annual Meeting of Shareholders. Ethics and Conduct We are committed to conducting business lawfully and ethically. Our directors, executive officers, and all Corning employees must act with honesty and integrity. We have a comprehensive Code of Conduct that applies to all Corning directors and employees that covers areas of professional conduct, including conflicts of interest, the protection of corporate opportunities and assets, employment policies, non-discrimination policies, confidentiality, vendor standards, and intellectual property, and requires strict adherence to all laws and regulations applicable to our business. Furthermore, our Code of Ethics for our Chief Executive Officer and Financial Executives requires business integrity, avoidance of conflicts of interest, and transparency. Our Board spends meaningful time with executive management at board meetings, and other members of management at other board events, where the relationships developed enable the Board to ensure that the Company maintains a culture of integrity, responsibility and accountability throughout the organization. We also have a supplemental “Code of Conduct for Directors and Executive Officers” that includes policies calling for strict observance of all laws applicable to our business, requires directors and executive officers to avoid any conflict between their personal interests and the interests of the Company in dealing with suppliers, customers, and other third parties, and imposes standards upon certain conduct in their personal affairs, including transactions in securities of the Company, any Company affiliate, or any unaffiliated organization. Each director and executive officer is expected to be familiar with and to follow these policies to the extent applicable to them. Any employee can provide an anonymous report of an actual or apparent violation of our codes of conduct. We will disclose any future amendments to, or waivers from, any provision of our codes of conduct involving our directors, our principal executive officer, principal financial officer, principal accounting officer, controller or other persons performing similar functions on our website within four business days following the date of any such amendment or waiver. No such waivers were sought or granted in 2023. Lobbying and Political Contributions Policy Corning encourages employees to participate in the political process on a personal basis. However, any use of Corning funds, property, resources or employee work time for U.S. political purposes — for example, to any U.S. political party, candidate or government official – is subject to Corning’s Lobbying and Political Contributions Policy and must be approved in advance by Corning’s Government Affairs office. Any contact with members of the U.S. Congress or executive branch officials on behalf of Corning, or any Corning contribution to U.S. government officials or payment related to these officials, must be approved by and coordinated through Corning’s Government Affairs office. Our policy can be found at investor.corning.com/investor-relations/governance/political-contributions/default.aspx. Communications with Directors Shareholders and interested parties may communicate concerns to any director, committee member or the Board by writing to the following address: Corning Incorporated Board of Directors, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831, Attention: Corporate Secretary. Please specify to whom your correspondence should be directed. The Board has instructed our Corporate Secretary to review correspondence directed to the Board and, at the Corporate Secretary’s discretion, to forward items that are appropriate for the Board’s consideration.
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| CORNING 2024 PROXY STATEMENT | 33 |
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Corporate Governance Materials Available on Corning’s Website In addition to our Corporate Governance Guidelines and Director Qualification Standards, other information relating to Corning’s corporate governance is available on the Investor Relations – Governance – Downloads section of our website at investor.corning.com/investor-relations/governance/overview/default.aspx including:
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| • | Corporate Governance Guidelines with Director Qualification Standards |
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| • | Corning Incorporated By-Laws |
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| • | Political Contributions and Lobbying Policy |
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| • | Speak Up Policy |
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| • | Code of Conduct for Directors and Executive Officers |
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| • | Code of Ethics for Chief Executive Officer and Financial Executives |
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| • | Our Code of Conduct |
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| • | Audit Committee Charter |
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| • | Compensation and Talent Management Committee Charter |
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| • | Corporate Responsibility and Sustainability Committee Charter |
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| • | Finance Committee Charter |
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| • | Information Technology Committee Charter |
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| • | Nominating and Corporate Governance Committee Charter |
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| 34 | CORNING 2024 PROXY STATEMENT |
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Board of Directors’ Qualifications and Experience Our Board comprises accomplished professionals with diverse skills and areas of expertise. The broad range of knowledge and opinions represented on our Board is one of its core strengths. Moreover, we believe our directors’ wide range of professional experiences, backgrounds and education provides significant value to the Company, and we intend to continue leveraging this strength. Mr. Clark will retire from Corning’s Board at the 2024 Annual Meeting after twelve years of service. In January 2024, Mr. Blair advised the Board that he would not stand for re-election. The following table describes key competencies and skills of our directors standing for re-election. All directors other than Mr. Weeks are independent. Mr. Clark is the Lead Independent Director through the 2024 Annual Meeting of Shareholders. The Board will appoint its new Lead Independent Director in May.
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| CORNING 2024 PROXY STATEMENT | 35 |
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What skills and characteristics are currently represented on the Board? The Nominating and Corporate Governance Committee determined that the skills listed below are inextricably linked to proper Board oversight of the Company. The Board Skills and Composition Matrix, which follows the chart below, sets forth which Directors have considerable or extensive experience in each of these necessary skill areas.
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| Skill | Description of the Skill and Explanation of Its Importance to Our Board | | Public Company Board Experience | Directors who have served on other public company boards can offer perspectives on board dynamics and operations, relations between the board and management, and oversight of matters that are vital to long-term shareholder value creation including corporate governance, executive compensation, risk management, shareholder relations, management and board succession planning and strategic, operational and compliance matters. | | Finance and M&A | Corning is committed to strong financial discipline, effective allocation of capital, and an appropriate capital structure. The Company’s business is multi-faceted and involves complex financial transactions, including mergers and acquisitions, in many countries and in many currencies. We believe that directors who have senior financial leadership experience at large global organizations and financial institutions, and directors who are experienced allocators of investment capital, are important to Corning’s success. | | Risk Oversight | Corning considers risk management and risk oversight experience a required skillset represented by most directors on our Board. Directors who possess these skills are best positioned to evaluate whether the Company’s risk management policies and procedures are consistent with the Company’s strategy and business purpose; that these policies and procedures are functioning as directed; that steps are taken to foster an enterprise-wide culture that supports appropriate risk awareness, behavior and judgments about risk and that recognizes and appropriately addresses risk-taking that exceeds the company’s determined risk appetite. | | Accounting | As a public company, Corning is subject to certain auditing, financial accounting, and financial reporting requirements. The Board, particularly through its Audit Committee, is responsible for reviewing Corning’s complex financial statements and disclosures, overseeing financial reporting and internal controls, and monitoring internal and external auditors. Directors who understand financial reporting and the auditing process are important to ensuring that Corning’s achieves accuracy and transparency in its public disclosures. | | Corporate Governance and Ethics | The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must be transparent and responsive to our shareholders. Because corporate governance affects a company’s fundamental operation, it can significantly impact corporate operations. The Board must have directors with experience in keeping up with and understanding constantly changing corporate governance expectations and practices. Having directors with experience in corporate governance also better positions the Board to engage with shareholders on such matters. | | Legal and Regulatory | Corning’s business requires compliance with multiple regulatory requirements across many countries and the ability to maintain relationships with various governmental entities and regulatory bodies. Directors who understand the legal and regulatory landscape applicable to the Company provide valuable advice and insight into navigating these regimes. |
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| 36 | CORNING 2024 PROXY STATEMENT |
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| Skill | Description of the Skill and Explanation of Its Importance to Our Board | | Compensation and Talent Management | When properly structured, executive compensation and benefits drive business success, while discouraging imprudent risk-taking and aligning management’s interest with those of shareholders. Talent and human capital management is critical to succession planning and to fostering a productive and safe culture and working environment. Corning believes that these topics are inherently linked, and that director expertise in both is required to drive long-term value. | | Operations | Corning’s business thesis can be simplified to “Invent. Make. Sell.” Operations are integral to the manufacturing of our products and efficient management of the enterprise. Corning values board members who are knowledgeable about and possess experience in operations and supply chain management, and the risks inherent in both, so that the Board can oversee our efforts to improve our processes and products. | | Strategic Planning and Overisight | Directors who understand how to strategically plan for the future of the Company, in both the short- and long-term, are better able to oversee and advise management with respect to the formulation and execution of the Company’s strategic plans and their connection to long-term value. | | Cyber Security and Information SecuritY | A robust cybersecurity environment is critical to protecting Corning’s technology infrastructure, intellectual property, manufacturing and operations, customer and employee information, and integrity as a modern global business. Corning believes its Board should contain directors with experience in information technology and establishing or overseeing information/cyber security systems and protocols. | | Technology and Innovation | At Corning, our growth is fueled by a commitment to innovation. We succeed through sustained investment in research, development, and engineering, a unique combination of material and process innovation, and close collaboration with customers to solve tough technology challenges. Corning values directors who understand the business of technology and have experience driving innovation and product development. In addition, Corning believes that artificial intelligence (AI) carries opportunities and risks for the Corporation and the world; directors with an understanding of artificial intelligence will enable the Board to make informed strategic decisions, manage risks and navigate the ethical and regulatory considerations associated with the adoption of AI technologies. | | Industry Experience | Corning seeks directors with experience in industries that utilize specialty glass, ceramics, and related materials and technologies, including telecommunications, consumer electronics, display technologies, life sciences, automotive, and others. This experience is critical to the oversight of Corning’s businesses and strategies in these unique and rapidly changing industries. |
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| CORNING 2024 PROXY STATEMENT | 37 |
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Board Skills and Composition Matrix After considering the recommendations of the Nominating and Corporate Governance Committee, the Board has nominated the persons described below to stand for election. All nominees were elected by Corning’s shareholders at the 2023 Annual Meeting. All nominees consented to being named in this proxy statement and to serve as director if elected or reelected. The Board believes that each of these nominees is qualified to serve as a director of Corning considering their respective skills and qualifications, as further described below. Equally important, the Board believes this combination of backgrounds, skills and experiences creates a Board that is well-equipped to exercise oversight responsibilities for Corning’s shareholders and other stakeholders. If elected by our shareholders, the fourteen director nominees will serve for a one-year term expiring at our 2025 Annual Meeting of Shareholders. Each director will hold office until his or her successor has been elected and qualified or until the director’s earlier resignation or removal.
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| | FOR | Our Board unanimously recommends that shareholders vote FOR all of our director nominees. |
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| 38 | CORNING 2024 PROXY STATEMENT |
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Corning’s Director Nominees
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| | Leslie A. Brun Director Since 2018. Age 71. 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., former non-executive chairman of CDK Global, 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 several 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. Top Skills Brought to Our Board | | | | | | | Committees • Audit • Compensation | | | | | | | | Current Public and Investment Company Directorships • Broadridge Financial Solutions, Inc. | | | | | | | | Public and Investment Company Directorships Held During the Past 5 Years • CDK Global, Inc. • Merck & Co., Inc. | | | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | | Accounting | | Corporate Governance and Ethics | | Compensation and Talent Management | | | | Strategic Planning and Oversight | | | | |
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| CORNING 2024 PROXY STATEMENT | 39 |
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| | Stephanie A. Burns Director Since 2012. Age 69. Retired Chairman and Chief Executive Officer, Dow Corning Corporation Dr. Burns has nearly 40 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. Top Skills Brought to Our Board | | | | | | | Committees • Audit • Corporate Responsibility and Sustainability (Chair) | | | | | | | | Current Public and Investment Company Directorships • HP Inc. • Kellanova (formerly Kellogg Company) | | | | | | | | Public and Investment Company Directorships Held During the Past 5 Years • None | | | | | | | | | | 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 |
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| | | Committees • Audit • Corporate Responsibility and Sustainability | | Current Public and Investment Company Directorships • Merck & Co., Inc. • The Progressive Corporation | | Public and Investment Company Directorships Held During the Past 5 Years • 3M Company • Akamai Technologies, Inc. |
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| Pamela J. Craig Director Since 2021. Age 67. 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. Top Skills Brought to Our Board | | | | | | | | Public Company Board Experience | | Finance and M&A | | Operations | | | Strategic Planning and Oversight | | Industry Experience | | |
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| 40 | CORNING 2024 PROXY STATEMENT |
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| | | 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. |
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| Robert F. Cummings, Jr. Director Since 2006. Age 74. 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. Top Skills Brought to Our Board | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | Strategic Planning and Oversight | | | | |
BOARD OPERATION
| CORNING 2024 PROXY STATEMENT | 41 |
BOARD OPERATION
| | | 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. |
BOARD OPERATION
| Roger W. Ferguson, Jr. Director Since 2021. Age 72. Steven A. Tananbaum Distinguished Fellow for International Economics, Council on Foreign Relations Mr. Ferguson is the Steven A. Tananbaum Distinguished Fellow for International Economics at the Council on Foreign Relations. He is also a partner and the Chief Investment Officer of Red Cell Partners, an incubation and venture capital enterprise focused on the health care and defense sectors. He is the past President and Chief Executive Officer of TIAA, a position he held from April 2008 until 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 and Vice Chairman of the Federal Reserve; 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 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 economics and complex regulatory matters, and distinguished career as a financial services executive, enables him to provide invaluable insight to the Board in an evolving economic, 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. | | | | | | | 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 | | | | |
BOARD OPERATION
| 42 | CORNING 2024 PROXY STATEMENT |
BOARD OPERATION
| | | Committees • Audit • Corporate Responsibility and Sustainability | | Current Public and Investment Company Directorships • None | | Public and Investment Company Directorships Held During the Past 5 Years • None |
BOARD OPERATION
| Thomas D. French Director Since 2023. Age 64. Senior Partner Emeritus, McKinsey & Company, Inc. Mr. French retired as a Senior Partner of McKinsey & Company in December 2019, and currently is Senior Partner Emeritus. Over his 33-year career in consulting, he served leading technology-driven industrial companies on strategy, marketing, governance, and organization design. He led the firm’s Global Marketing and Sales Practice for five years, the Americas Practice for seven years, and served on multiple firm governance committees. He is a trustee of several non-profit organizations. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. French brings four decades of management consulting experience to the Board. In particular, he brings deep familiarity with how global, technology-driven companies approach strategic planning, digital transformation, customer engagement, organization design, innovation, and matters of governance. He is also deeply versed in the dynamics of Corning’s end markets, including telecommunications, display glass, advanced materials, and consumer electronics. In his role leading McKinsey’s Marketing and Sales Practice, he gained unique insight into how innovation-driven industrial companies commercialize new technologies and build businesses. | | | | | Top Skills Brought to Our Board | | | | | | Corporate Governance and Ethics | | Strategic Planning and Oversight | | | Technology and Innovation | | Industry Experience |
BOARD OPERATION
| CORNING 2024 PROXY STATEMENT | 43 |
BOARD OPERATION
| | Deborah A. Henretta Director Since 2013. Age 62. Retired Group President of Global E-Business, Procter & Gamble Company Ms. Henretta has nearly 40 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. Ms. Henretta also received ESG Certification from Competent Board. | | | | | | | 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 | | | | |
BOARD OPERATION
| 44 | CORNING 2024 PROXY STATEMENT |
BOARD OPERATION
| | | 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 |
BOARD OPERATION
| Daniel P. Huttenlocher Director Since 2015. Age 65. 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 the societal impact of artificial intelligence. In addition, his understanding of technical computing deepens our understanding of the cybersecurity landscape. | | | | | | | Top Skills Brought to Our Board | | | | | | | | Public Company Board Experience | | Strategic Planning and Oversight | | Cybersecurity and Information Security | | | Technology and Innovation | | Industry Experience | | |
BOARD OPERATION
| | | 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 |
BOARD OPERATION
| Kurt M. Landgraf Director Since 2007. Age 77. 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 held several 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. | | | | | | | 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 |
BOARD OPERATION
| CORNING 2024 PROXY STATEMENT | 45 |
BOARD OPERATION
| | | 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 |
BOARD OPERATION
| Kevin J. Martin Director Since 2013. Age 57. 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. | | | | | | | Top Skills Brought to Our Board | | | | | | | | Public Company Board Experience | | Legal and Regulatory | | Strategic Planning and Oversight | | | Technology and Innovation | | Industry Experience | | |
BOARD OPERATION
| 46 | CORNING 2024 PROXY STATEMENT |
BOARD OPERATION
| | Deborah D. Rieman Director Since 1999. Age 74. Retired Executive Chairman, Metamarkets Group Dr. Rieman has more than 34 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 endeavors, 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 | | | | |
BOARD OPERATION
| CORNING 2024 PROXY STATEMENT | 47 |
BOARD OPERATION
| | | Committees • Compensation • Executive • Nominating and Corporate Governance (Chair) | | Current Public and Investment Company Directorships • None | | Public and Investment Company Directorships Held During the Past 5 Years • Harris Corporation • NextEra Energy, Inc. • Ryder Systems Inc. |
BOARD OPERATION
| Hansel E. Tookes II Director Since 2001. Age 76. 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 former 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. | | | | | | | 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 | | |
BOARD OPERATION
| 48 | CORNING 2024 PROXY STATEMENT |
BOARD OPERATION
| | | 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. |
BOARD OPERATION
| Wendell P. Weeks Director Since 2000. Age 64. 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 serves 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 18 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. | | | | | | | Top Skills Brought to Our Board | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | Accounting | | Industry Experience | | Compensation and Talent Management | | | Operations | | Strategic Planning and Oversight | | Technology and Innovation |
BOARD OPERATION
| CORNING 2024 PROXY STATEMENT | 49 |
BOARD OPERATION
| | | 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.) |
BOARD OPERATION
| Mark S. Wrighton Director Since 2009. Age 74. Professor and Chancellor Emeritus, Washington University in St. Louis Dr. Wrighton has nearly 30 years of leadership experience overseeing large research universities. He currently serves as a professor and chancellor emeritus of Washington University in St. Louis where he served 24 years as its 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. Top Skills Brought to Our Board | | | | | | | | Public Company Board Experience | | Finance and M&A | | Risk Oversight | | | Strategic Planning and Oversight | | Technology and Innovation | | |
BOARD OPERATION
| 50 | CORNING 2024 PROXY STATEMENT |
BOARD OPERATION
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 2023, 60% of annual retainer), which are not settled in shares of common stock until retirement or resignation from the Board. Directors may defer receipt of all or a portion of their cash compensation and may defer receipt of their annual equity retainer (in RSUs) by electing distribution in up to 10 annual installments. 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 addition, in 2023 directors were given the opportunity to participate in the 2023 Cash for Equity Exchange Program, on the same basis as active employees, whereby they could exchange up to 40% of cash fees for the first half of 2023 in exchange for RSUs equal to 120% of the amount exchanged. All directors except for Mr. French (who joined the Board after the 2023 Cash for Equity Exchange Program election period concluded) participated in the 2023 Cash for Equity Exchange Program, and seven directors elected to defer additional portions of their cash compensation under the director deferral program. For more information on the 2023 Cash for Equity Exchange Program, see page 60. As an employee of the Company, Mr. Weeks is not compensated separately for service on the Board or any of its committees. 2023 Director Compensation The following table outlines 2023 director compensation.
BOARD OPERATION
| Annual Equity Grant | $215,000, comprised of 6,119 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 |
BOARD OPERATION
| CORNING 2024 PROXY STATEMENT | 51 |
BOARD OPERATION
Director Compensation
BOARD OPERATION
| Committee Chair Additional Cash Compensation | Audit Committee Chair: $25,000 Compensation and Talent Committee Chair: $20,000 Other Committee Chairs: $15,000 | | 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 |
BOARD OPERATION
In 2023, the directors below performed the specified leadership roles:
BOARD OPERATION
| 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 |
BOARD OPERATION
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. Directors’ Charitable Giving Programs Although closed to directors joining the Board after October 5, 2016, Corning has a Directors’ Charitable Giving Program pursuant to which a director may direct the Company to make a charitable bequest to one or more qualified charitable organizations recommended by such director and approved by Corning in the amount of $1,000,000 (employee directors) or $1,250,000 (non-employee directors) following his or her death. This program is directly funded from general corporate assets. Because the charitable deductions accrue solely to Corning, the directors derive no direct financial benefit from the program, and we do not include these amounts in the directors’ compensation. In 2023, all directors except Messrs. Brun, Ferguson and French and Ms. Craig were eligible to participate in the program. Directors are also eligible to participate in the Corning Incorporated Foundation Matching Gifts Program for eligible charitable organizations. This Program is available to all active Corning employees and directors. In 2023, the matching gift amount available from the Foundation on behalf of each participant in the Program was $7,500 per calendar year. Corning also pays premiums on our directors’ and officers’ liability insurance policies.
Changes to Director Compensation in 2024
Changes to Director Compensation in 2024 In February 2024, the Board approved an increase to the non-employee directors’ annual equity grant from $215,000 to $225,000 as a competitive measure, as proposed by the Compensation and Talent Management Committee in consultation with the Committee’s independent consultant. This annual equity grant will be payable in restricted stock units. In addition, beginning in 2024, Directors may elect to receive their equity retainer earlier than at retirement (as soon as 1 year from the grant date), provided they make their election prior to the start of the calendar year in which the retainer is earned, and any such distribution would not result in the Director failing to meet the share ownership requirements described on page 54.
Changes to Director Compensation in 2024
| 52 | CORNING 2024 PROXY STATEMENT |
Changes to Director Compensation in 2024
Director Compensation
2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE
2023 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Donald W. Blair | $138,000 | $220,542 | $7,500 | $366,042 | | Leslie A. Brun | 143,000 | 220,742 | 0 | 363,742 | | Stephanie A. Burns | 153,000 | 221,142 | 0 | 374,142 | | Richard T. Clark | 185,000 | 222,422 | 0 | 407,422 | | Pamela J. Craig | 138,000 | 218,472 | 0 | 356,472 | | Robert F. Cummings, Jr. | 155,000 | 221,222 | 0 | 376,222 | | Roger W. Ferguson, Jr. | 135,000 | 220,422 | 0 | 355,422 | | Thomas D. French | 80,500 | 125,426 | 7,500 | 213,426 | | Deborah A. Henretta | 130,000 | 220,222 | 0 | 350,222 | | Daniel P. Huttenlocher | 130,000 | 220,222 | 0 | 350,222 | | Kurt M. Landgraf | 178,000 | 219,422 | 7,500 | 404,922 | | Kevin J. Martin | 130,000 | 220,222 | 0 | 350,222 | | Deborah D. Rieman | 155,000 | 221,222 | 0 | 376,222 | | Hansel E. Tookes II | 160,000 | 221,422 | 7,500 | 388,922 | | Mark S. Wrighton | 145,000 | 220,822 | 7,500 | 373,322 |
2023 DIRECTOR COMPENSATION TABLE
| (1) Includes all fees and retainers paid in cash or deferred pursuant to the Corning Incorporated Non-Employee Directors’ Deferred Compensation Plan and 2023 Cash for Equity Exchange Program. |
2023 DIRECTOR COMPENSATION TABLE
| (2) 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 and the 2023 Cash for Equity Exchange Program premium. Assumptions used in the calculation of these amounts are included in Note 16 to the Company’s audited financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2024. 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, 2023 is shown in the table below. Total stock holdings for directors as of December 31, 2023 are shown in the “Beneficial Ownership of Directors and Officers” table. |
2023 DIRECTOR COMPENSATION TABLE
| (3) The amounts in this column reflect charitable donation matches made by the Corning Foundation’s Matching Gifts Program. |
2023 DIRECTOR COMPENSATION TABLE
The following shows the total number of RSAs, RSUs and RSU deferrals each Director had outstanding at December 31, 2023. No options were granted to any Director in 2023, and as of December 31, 2023 no Director had any outstanding options.
2023 DIRECTOR COMPENSATION TABLE
| Name | RSAs, RSUs and RSU Deferrals Outstanding at December 31, 2023 | | Donald W. Blair | 106,199 | | Leslie A. Brun | 33,455 | | Stephanie A. Burns | 103,341 | | Richard T. Clark | 84,778 | | Pamela J. Craig | 13,890 | | Robert F. Cummings, Jr. | 230,908 | | Roger W. Ferguson, Jr. | 25,394 | | Thomas D. French | 3,644 | | Deborah A. Henretta | 104,654 | | Daniel P. Huttenlocher | 55,792 | | Kurt M. Landgraf | 187,921 | | Kevin J. Martin | 87,802 | | Deborah D. Rieman | 141,927 | | Hansel E. Tookes II | 129,271 | | Mark S. Wrighton | 100,476 |
2023 DIRECTOR COMPENSATION TABLE
| CORNING 2024 PROXY STATEMENT | 53 |
2023 DIRECTOR COMPENSATION TABLE
Stock Ownership Guidelines We believe in the importance of equity ownership by directors and executive management as a direct link to shareholders, and require all directors, named executive officers (NEOs), and non-NEO executive management to achieve the required levels of ownership under our stock ownership guidelines within five years of their election, appointment or designation. Restricted, direct and indirectly owned shares, and current and deferred restricted stock units, each count toward our stock ownership guidelines. All directors and NEOs who have been so for five years or more currently comply with the guidelines.
2023 DIRECTOR COMPENSATION TABLE
| DIRECTORS | CEO | OTHER NEOs and SENIOR LEADERSHIP TEAM MEMBERS | | 5X Annual Cash Retainer | 6X Base Salary | 3X Base Salary |
2023 DIRECTOR COMPENSATION TABLE
Our directors and executive management are also subject to our anti-hedging and anti-pledging policies. For further information, see “Anti-Hedging Policy” and “Anti-Pledging Policy” both on page 74. Delinquent Section 16(a) Reports SEC rules require disclosure of those directors, officers, and beneficial owners of more than 10% of our common stock who fail to timely file reports required by Section 16(a) of the Securities Exchange Act of 1934 during the most recent fiscal year. Based on review of reports furnished to us and written representations that no other reports were required during the fiscal year ended December 31, 2023, all Section 16(a) filing requirements were met.
2023 DIRECTOR COMPENSATION TABLE
| 54 | CORNING 2024 PROXY STATEMENT |
2023 DIRECTOR COMPENSATION TABLE
Stock Ownership Information Beneficial Ownership Table
2023 DIRECTOR COMPENSATION TABLE
| As of December 31, 2023 | Shares Directly or Indirectly Owned(1)(2)(3) | Stock Options Exercisable Within 60 Days | Restricted Stock Units Vesting Within 60 Days | (A) Total Shares Beneficially Owned | Percent of Class | (B) RSUs and PSUs Not Vesting Within 60 Days(4) | Total of Columns (A) + (B) | | The Vanguard Group | — | — | — | 98,246,749(5) | 11.52% | — | — | | Samsung Display Co., Ltd. | — | — | — | 80,000,000(6) | 9.4%(7) | — | — | | BlackRock, Inc. | — | — | — | 60,192,751(8) | 7.1% | — | — | | Donald W. Blair | 17,243 | | | 17,243 | * | 88,956 | 106,199 | | Leslie A. Brun | 0 | | | 0 | * | 33,455 | 33,455 | | Stephanie A. Burns | 56,888 | | | 56,888 | * | 62,807 | 119,695 | | Richard T. Clark | 41,962 | | | 41,962 | * | 42,816 | 84,778 | | Pamela J. Craig | 0 | | | 0 | * | 13,890 | 13,890 | | Robert F. Cummings, Jr. | 151,199 | | | 151,199 | * | 166,222 | 317,421 | | Roger W. Ferguson, Jr. | 6,938 | | | 6,938 | * | 25,394 | 32,332 | | Thomas D. French | 0 | | | 0 | | 3,644 | 3,644 | | Deborah A. Henretta | 25,965 | | | 25,965 | * | 78,689 | 104,654 | | Daniel P. Huttenlocher | 13,910 | | | 13,910 | * | 41,882 | 55,792 | | Kurt M. Landgraf | 62,957 | | | 62,957 | * | 124,964 | 187,921 | | Kevin J. Martin | 31,506 | | | 31,506 | * | 56,296 | 87,802 | | Deborah D. Rieman | 100,813 | | | 100,813 | * | 42,314 | 143,127 | | Hansel E. Tookes II | 96,863 | | | 96,863 | * | 42,408 | 139,271 | | Mark S. Wrighton | 66,088 | | | 66,088 | * | 42,163 | 108,251 | | Wendell P. Weeks | 862,041(9) | 474,609 | 11,304 | 1,347,954 | * | 491,378 | 1,839,332 | | | | | | | * | | | | Edward A. Schlesinger | 66,081 | 39,717 | 2,934 | 108,732 | * | 67,981 | 176,713 | | Lawrence D. McRae | 213,063 | 115,052 | 1,554 | 329,669 | * | 98,099 | 427,768 | | Eric S. Musser | 180,159 | 53,490 | 6,021 | 239,670 | * | 184,240 | 423,910 | | Lewis A. Steverson | 29,378 | 0 | 3,448 | 32,826 | * | 146,959 | 179,785 | | All Directors and Executive Officers as a group (32 persons) | 2,579,274(10)(11) | 1,142,910 | 114,624 | 3,836,808 | * | 2,574,579 | 6,411,387 |
2023 DIRECTOR COMPENSATION TABLE
| * Less than 0.50% |
2023 DIRECTOR COMPENSATION TABLE
| (1) Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Incentive Stock Plans. |
2023 DIRECTOR COMPENSATION TABLE
| (2) Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Restricted Stock Plans for non-employee directors. |
2023 DIRECTOR COMPENSATION TABLE
| (3) Includes shares of common stock held by The Bank of New York Mellon Corporation as the trustee of Corning’s Investment Plans for the benefit of the members of the group, who may instruct the trustee as to the voting of such shares. If no instructions are received, the trustee votes the shares in the same proportion as it votes the shares for which instructions were received. The power to dispose of shares of common stock is also restricted by the provisions of the plans. The trustee holds for the benefit of Messrs. Weeks, Schlesinger, McRae, Musser and Steverson, and all executive officers as a group, the equivalent of 14,567; 0; 7,805; 0; 0 and 31,286 shares of common stock, respectively. It also holds for the benefit of all employees who participate in the plans the equivalent of 7,743,512 shares of common stock (being .91% of the class). |
2023 DIRECTOR COMPENSATION TABLE
| (4) The Restricted Stock Units (RSUs) and Performance Share Units (PSUs) represented entitled the holder to receive the same number of unrestricted shares of common stock upon the lapse of restrictions, at which point shareholders will have sole investment and voting power. RSUs and PSUs that will not vest within 60 days of the date of this table are not considered beneficially owned for purposes of the table and therefore are not included in the Total Shares Beneficially Owned column because the holders are not entitled to voting rights or investment control until the restrictions lapse. However, ownership of these RSUs and PSUs further aligns our Directors and Executive Officers’ interests with those of our shareholders. |
2023 DIRECTOR COMPENSATION TABLE
| (5) Reflects shares beneficially owned by The Vanguard Group (Vanguard), according to a Schedule 13G/A filed by Vanguard with the SEC on February 13, 2024, reflecting ownership of shares as of December 31, 2023. Vanguard lists its address as 100 Vanguard Blvd., Malvern PA 19355. Vanguard has sole voting power and/or sole dispositive power with respect to 94,849,137 shares and shared voting power and/or shared dispositive power with respect to 3,397,612 shares. According to the Schedule 13G/A, Vanguard beneficially owned 11.52% of our common stock as of December 31, 2023. |
2023 DIRECTOR COMPENSATION TABLE
| (6) Reflects shares beneficially owned by Samsung Display Co., Ltd. (Samsung), according to a Schedule 13G/A filed by Samsung with the SEC on April 8, 2021, reflecting ownership of shares as of April 8, 2021. Samsung lists its address as 1, Samsung-ro, Giheung-gu, Yongin-si, Gyeonggi-Do, 17113, Republic of Korea. Samsung has sole voting power and/or sole dispositive power with respect to 80,000,000 shares and shared voting power and/or shared dispositive power with respect to 0. According to the Schedule 13G/A, Samsung beneficially owned 9.0% of our common stock as of April 8, 2021. |
2023 DIRECTOR COMPENSATION TABLE
| (7) Samsung Display Co., Ltd.’s 80,000,000 shares of common stock were equal to 9.4% of our common stock as of December 31, 2023. |
2023 DIRECTOR COMPENSATION TABLE
| (8) Reflects shares beneficially owned by BlackRock, Inc. (BlackRock), according to a Schedule 13G/A filed by BlackRock with the SEC on January 26, 2024, reflecting ownership of shares as of December 31, 2023. Blackrock lists its address as 50 Hudson Yards, New York, NY 10001. BlackRock has sole voting power and/or sole dispositive power with respect to 60,192,751 shares and shared voting power and/or shared dispositive power with respect to 0 shares. According to the Schedule 13G/A, BlackRock beneficially owned 7.1% of our common stock as of December 31, 2023. |
2023 DIRECTOR COMPENSATION TABLE
| (9) Does not include 19,084 shares owned by the spouses of certain executive officers and directors as to which such officers and directors disclaim beneficial ownership. |
2023 DIRECTOR COMPENSATION TABLE
| (10) As of December 31, 2023, none of our directors or executive officers have pledged any such shares. |
2023 DIRECTOR COMPENSATION TABLE
| CORNING 2024 PROXY STATEMENT | 55 |
2023 DIRECTOR COMPENSATION TABLE
Our Board of Directors requests that shareholders approve the compensation of our Named Executive Officers (NEOs), pursuant to Section 14A of the Securities Exchange Act of 1934 (the “Exchange Act”), as disclosed in this proxy statement, which includes the Compensation Discussion and Analysis, the compensation tables and narrative disclosure on executive compensation. While this vote is advisory and not binding on the Company, the Board of Directors values shareholder opinion and will consider the outcome of the vote in determining our executive compensation programs. Say on Pay Proposal Our Board maintains a “pay for performance” philosophy that forms the foundation for all Compensation and Talent Management Committee decisions regarding executive compensation. In addition, our compensation programs are designed to facilitate strong corporate governance, foster collaboration and support our short- and long-term corporate strategies. The Compensation Discussion and Analysis portion of this proxy statement contains a detailed description of our executive compensation philosophy and programs, the compensation decisions the Compensation and Talent Management Committee has made under those programs and the factors considered in making those decisions. Our shareholders have affirmed their support of our executive pay programs in our outreach discussions and in their ongoing support of our Say on Pay proposals. We believe that we have created a compensation program deserving of shareholder support. For these reasons, the Board of Directors recommends that shareholders vote in favor of the resolution: RESOLVED, that the compensation paid to the Named Executive Officers disclosed in this proxy statement pursuant to the SEC’s executive compensation disclosure rules (which includes the Compensation Discussion & Analysis, the compensation tables and related narrative disclosure on executive compensation) is hereby APPROVED.
2023 DIRECTOR COMPENSATION TABLE
| | FOR | Our Board unanimously recommends a vote FOR the approval of our executive compensation as disclosed in this proxy statement. |
2023 DIRECTOR COMPENSATION TABLE
| 56 | CORNING 2024 PROXY STATEMENT |
2023 DIRECTOR COMPENSATION TABLE
This Compensation Discussion & Analysis (CD&A) presents Corning’s executive compensation for 2023, including the compensation for our Named Executive Officers (NEOs). It also describes how this compensation aligns with our pay-for-performance philosophy and recognizes the achievement of corporate goals. OUR NEOS IN FISCAL YEAR 2023 WERE:
2023 DIRECTOR COMPENSATION TABLE
| Named Executive Officer | Role | Years in Role | Years at Corning | | Wendell P. Weeks | Chairman and Chief Executive Officer (CEO) | 19 Years as CEO | 41 years | | Edward A. Schlesinger | Executive Vice President and Chief Financial Officer | 2 Years (7 years as Corporate Controller) | 11 years | | Lawrence D. McRae* | Vice Chairman and Corporate Development Officer | 8 Years as Vice Chairman (23 years as Corporate Development Officer) | 38 years | | Eric S. Musser | President and Chief Operating Officer | 4 Years (7 years as Executive Vice President) | 38 years | | Lewis A. Steverson | Executive Vice President and Chief Legal and Administrative Officer | 4 Years (7 years as Chief Legal Officer) | 11 years |
2023 DIRECTOR COMPENSATION TABLE
*Mr. McRae retired from the Company as of December 31, 2023. CD&A Table of Contents To assist you in finding important information, we call your attention to the following sections of the CD&A:
2023 DIRECTOR COMPENSATION TABLE
| 58 | Executive Summary | | 61 | 2023 Performance Overview: A Focus on Adaptation and Operational Strength | | 65 | 2023 Executive Compensation Program Details for NEOs | | 72 | Compensation Peer Group | | 74 | Compensation Program – Other Governance Matters | | 75 | Compensation and Talent Management Committee Report | | 76 | 2023 Compensation Tables |
2023 DIRECTOR COMPENSATION TABLE
| CORNING 2024 PROXY STATEMENT | 57 |
2023 DIRECTOR COMPENSATION TABLE
Executive Summary
Robust Compensation Program Governance
| What We Do | | What We Don’t Do | | ✓ Close alignment of pay with performance over both the short- and long-term horizon, and delivery of the goals of our strategic priorities ✓ Mix of cash and equity incentives tied to short-term financial performance and long-term value creation ✓ CEO total compensation targeted within a competitive range of the Compensation Peer Group median ✓ Caps on payout levels for annual incentives in a budgeted down-cycle year ✓ Significant NEO share ownership requirements ✓ Anti-hedging and pledging policies ✓ Clawback policy applicable to both cash and equity compensation ✓ Minimum twelve-month vesting period for restricted stock or restricted stock unit awards in the employee equity plan ✓ All members of the Committee are independent ✓ Independent compensation consultant advises the Compensation and Talent Management Committee ✓ History of demonstrated responsiveness to shareholder concerns and feedback, and ongoing commitment to shareholder engagement ✓ Limited and modest perquisites that have a sound benefit to the Company’s business | | 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 executed after July 2004 |
Employee Benefits and Perquisites
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 counseling 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 two-thirds of the CEO cap or lower. Actual utilization in 2023 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 76. 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 86. 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 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 88.
Employee Benefits and Perquisites
| In 2012, the Committee approved updated forms of agreements for all corporate officers entering into severance and 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 Mr. Weeks has a grandfathered agreement that was entered into prior to July 2004. Mr. McRae retired as of December 31, 2023. |
Employee Benefits and Perquisites
Compensation Peer Group Corning is a diversified technology company with five reportable business segments. Most 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, are not appropriate peers 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.
2023 Compensation Peer Group
2023 Compensation Peer Group Our 2023 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., Inc.) 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 effect 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. No changes were made to the Compensation Peer Group in 2023.
2023 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. | |
2023 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.
COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP
COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP
COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP
| (in millions, except for Employees) | | | Revenue | Net Income | | | | | Total Assets | Employees | | | |
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 $16.6 million, and 75th percentile target total direct CEO compensation was $20.2 million, compared with Corning target total direct CEO compensation of $16.7 million. The Committee deems this 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.
COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP
| CORNING 2024 PROXY STATEMENT | 73 |
COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP
Compensation Program – Other Governance Matters
Role of Compensation Consultant
Role of Compensation Consultant The Committee has sole authority to retain and terminate its compensation consultant and approve the consultant’s fees and all other terms of engagement. Since 2014, the Committee has retained executive compensation experts from Frederic W. Cook & Co., Inc. (FW Cook). In 2023, 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 and recommendations received from the Company. In 2023, the Company engaged Compensation Advisory Partners LLC (CAP) and Willis Towers Watson (WTW) to assist management and the Committee with various executive compensation matters and disclosures. The Committee reviewed the independence of FW Cook, CAP and WTW pursuant to SEC and NYSE rules and concluded that each firm’s work for the Committee did not raise conflicts of interest concerns. FW Cook provides no services to Corning other than the services rendered to the Committee.
2023 Summary Compensation Table
2023 Summary Compensation Table This table describes the total compensation paid to our NEOs for fiscal years 2023, 2022 and 2021, 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.”
2023 Summary Compensation Table
| As part of the 2023 Cash for Equity Exchange Program, 2023 cash PIP was exchanged for PSUs granted on February 8, 2023. Such PSUs, at target, are included in the Stock Awards column below. However, the PSUs were only earned (and paid out) at 51% of target. Unearned PSUs were forfeited and cancelled. |
2023 Summary Compensation Table
| (a) | (b) | (c)(1) | (d)(2) | (e) | (f)(3) | (g)(4) | (h)(5) | (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 | 2023 | $1,580,000 | $11,355,517 | $0 | $1,968,325 | $329,695 | $394,116 | $15,627,653 | | Chairman and Chief | 2022 | 1,553,077 | 10,661,224 | 0 | 3,479,983 | 0 | 475,185 | 16,169,469 | | Executive Officer | 2021 | 1,492,648 | 8,023,645 | 0 | 10,820,127 | 0 | 429,612 | 20,766,032 | | Edward A. Schlesinger | 2023 | 650,000 | 2,056,577 | 0 | 281,601 | 509,115 | 68,921 | 3,566,214 | | Executive Vice President | 2022 | 641,085 | 1,232,451 | 0 | 530,850 | 0 | 62,099 | 2,466,485 | | and Chief Financial Officer | | | | | | | | | | Lawrence D. McRae(6) | 2023 | 880,500 | 2,611,344 | 0 | 449,464 | 109,596 | 156,709 | 4,207,613 | | Vice Chairman and Corporate | 2022 | 865,585 | 2,404,366 | 0 | 974,452 | 0 | 184,143 | 4,428,546 | | Development Officer | 2021 | 833,604 | 1,897,383 | 0 | 3,010,569 | 0 | 79,247 | 5,820,803 | | Eric S. Musser | 2023 | 929,300 | 4,655,565 | 0 | 738,207 | 249,101 | 144,382 | 6,716,555 | | President and Chief | 2022 | 913,523 | 3,659,339 | 0 | 1,379,649 | 0 | 115,315 | 6,067,826 | | Operating Officer | 2021 | 870,837 | 2,630,873 | 0 | 3,761,798 | 163,366 | 86,427 | 7,513,301 | | Lewis A. Steverson | 2023 | 851,800 | 3,500,556 | 0 | 608,457 | 702,772 | 96,931 | 5,760,516 | | Executive Vice President | 2022 | 837,369 | 3,007,811 | 0 | 1,083,552 | 0 | 198,904 | 5,127,636 | | and Chief Legal and | 2021 | 780,288 | 2,228,528 | 0 | 2,751,037 | 442,144 | 115,660 | 6,317,657 | | Administration Officer | | | | | | | | |
2023 Summary Compensation Table
| (1) Includes all amounts paid in cash, deferred under the Investment Plan and/or Supplemental Investment Plan and amounts exchanged for RSUs under the 2023 Cash for Equity Salary Exchange program (see page 60) vesting over 18 months. | | (2) 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 RSUs and PSUs granted pursuant to the long-term incentive plan, and the target value of the PSUs for the Cash for Equity PIP exchange as well as the Cash for Equity salary exchange 20% premium RSUs. Assumptions used in the calculation of these amounts are included in Note 16 to the Company’s audited financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2024. This same method was used for the fiscal years ended December 31, 2022 and 2021 LTI RSUs and PSUs. There can be no assurance that the grant date fair value amounts will ever be realized. | | (3) The amounts in the Non-Equity Incentive Plan Compensation column reflect the sum of annual short-term incentive payments earned under the 2023 GoalSharing plan and the portion of earned CPU awards based on 2023 performance goals. GoalSharing awards were 5.48% of each NEO’s year-end base salary and paid in February 2024 (compared to a target payout of 5% of salary). Cash PIP would normally be reported in the column but, due to the 2023 Cash for Equity Exchange Program, is not present for the applicable year. |
2023 Summary Compensation Table
| Named Executive Officer | 2023 Year End Base Salary | 2023 PIP Target % | Actual 2023 PIP Performance (% Target) | (A) 2023 PIP $ Award | Actual 2023 GoalSharing Payout (% base) | (B) 2023 GoalSharing $ Award | | Wendell P. Weeks | $1,580,000 | 150% | 51.00% | N/A | 5.48% | $86,584 | | Edward A. Schlesinger | 650,000 | 90% | 51.00% | N/A | 5.48% | 35,620 | | Lawrence D. McRae | 880,500 | 85% | 51.00% | N/A | 5.48% | 48,251 | | Eric S. Musser | 929,300 | 140% | 51.00% | N/A | 5.48% | 50,926 | | Lewis A. Steverson | 851,800 | 95% | 51.00% | N/A | 5.48% | 46,679 |
2023 Summary Compensation Table
| 76 | CORNING 2024 PROXY STATEMENT |
2023 Summary Compensation Table
In addition to the 2023 GoalSharing awards noted above, the amounts in column (f) also reflect the earned portions of CPU Awards granted in 2023, 2022 and 2021 on the basis of 2023 performance against established measures. 2023 CPU award payouts will be made in February 2026 based on actual corporate performance compared to the established performance goals averaged over three years (2023, 2024 and 2025) and subject to a ±10% 3-year ROIC modifier as described starting on page 68. 2022 and 2021 CPU award payouts are based on performance goals averaged over three years (2022, 2023 and 2024) and (2021, 2022 and 2023), respectively, and are also subject to a ±10% 3-year ROIC modifier. Performance goals for 2024 and 2025 are yet to be established. While the final payout amounts for 2023 and 2022 CPU awards are unknown, the table below reflects the earned amount of 2023, 2022 and 2021 CPU awards, which are reflected in column (f) above on the basis of 2023 performance metrics, and which exclude the portion of the 2023 award that remains unearned as a result of the 3-year performance modifier that is not yet known. The 3-year ROIC modifier for the period 2021-2023 is +2.5%, so the adjustment in the Summary Compensation Table as a result of this modifier is noted below since the amount “at risk” was previously unreported until final performance was known.
2023 Summary Compensation Table
| Named Executive Officer | 2023 LTI Target ($) | 2023 CPU Target Award ($) | 2023 CPU Performance Results % | (C) Prorated Earned 2023 CPU Award Based on 2023 Performance (Year One of Three) ($)* | 2022 CPU Target Award ($) | (D) Prorated Earned 2022 CPU Award Based on 2023 Performance (Year Two of Three) ($)* | 2021 CPU Target Award ($) | (E) Prorated Earned 2021 CPU Award Based on 2023 Performance (Year Three of Three) ($)* | (F) Prorated Earned 2021 CPU Award Based on 2021 - 2023 ROIC Modifier** ($) | | Wendell P. Weeks | $12,650,000 | $3,162,500 | 56% | $531,300 | $3,162,500 | $531,300 | $2,912,500 | $489,300 | $329,841 | | Edward A. Schlesinger | 2,350,000 | 587,500 | 56% | 98,700 | 500,000 | 84,000 | 225,000 | 37,800 | 25,481 | | Lawrence D. McRae | 2,600,000 | 650,000 | 56% | 109,200 | 650,000 | 109,200 | 650,000 | 109,200 | 73,613 | | Eric S. Musser | 4,750,000 | 1,187,500 | 56% | 199,500 | 1,187,500 | 199,500 | 1,025,000 | 172,200 | 116,081 | | Lewis A. Steverson | 3,800,000 | 950,000 | 56% | 159,600 | 950,000 | 159,600 | 862,500 | 144,900 | 97,678 |
2023 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 |
2023 Summary Compensation Table
| ** 2021 CPUs were subject to a +2.5% modifier, acting as a multiplier, based on 2021-2023 ROIC improvement result against pre-established objectives |
2023 Summary Compensation Table
The amount disclosed in column (f) consists of the total (A) + (B) + (C) + (D) + (E) + (F) shown in this footnote (2). (4) 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 2023, the discount rate used to value the actuarial liability decreased approximately 34 basis points from 5.49% to 5.15%. This change resulted in an increase in the present value of pension benefits for all NEOs. 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:
2023 Summary Compensation Table
| Named Executive Officer | 2023 Present Value of Pension Benefits ($) | 2022 Present Value of Pension Benefits ($) | 2021 Present Value of Pension Benefits ($) | 2020 Present Value of Pension Benefits ($) | | Wendell P. Weeks | $26,373,034 | $26,043,339 | $31,472,765 | $33,561,304 | | Edward A. Schlesinger | 2,031,594 | 1,522,479 | ------------------- Not a NEO ------------------- | | | Lawrence D. McRae | 10,381,432 | 10,271,836 | 12,187,537 | 12,749,428 | | Eric S. Musser | 10,761,945 | 10,512,844 | 11,147,934 | 10,984,568 | | Lewis A. Steverson | 4,193,361 | 3,490,589 | 3,555,981 | -- Not a NEO -- | | Valuation Discount Rate | 5.15% | 5.49% | 2.88% | 2.52% |
2023 Summary Compensation Table
| CORNING 2024 PROXY STATEMENT | 77 |
2023 Summary Compensation Table
| (5) The following table shows “All Other Compensation” amounts provided to the NEOs in 2023. 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. |
2023 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 | $10,377 | $67,545 | $154,607 | $148,166(iv) | $13,421 | $394,116 | | Edward A. Schlesinger | 13,757 | 24,019 | 22,949 | 4,102 | 4,094 | 68,921 | | Lawrence D. McRae | 4,800 | 77,558 | 69,666 | 4,295 | 390 | 156,709 | | Eric S. Musser | 13,200 | 0 | 125,672 | 0 | 5,510 | 144,382 | | Lewis A. Steverson | 0 | 22,155 | 68,642 | 5,745 | 389 | 96,931 |
2023 Summary Compensation Table
| (i) Amounts shown above reflect aircraft usage during 2023 although the Executive Allowance runs from November 1 through October 31. Mr. Weeks’ use of Corning aircraft for travel to external board meetings is also included. |
2023 Summary Compensation Table
| (ii) NEOs may use their executive allowance for residential security or financial counseling services. |
2023 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. |
2023 Summary Compensation Table
| (iv) This reflects Company-paid expenses relating to personal and residential security benefitting Mr. Weeks and, through association, his family. Mr. Weeks’ personal safety and security are of vital importance to the Company’s business and prospects, and the Board considers these costs to be appropriate. However, because these costs can be viewed as conveying a personal benefit to Mr. Weeks, they are reported as perquisites in this column. |
2023 Summary Compensation Table
| (6) Mr. McRae retired as of December 31, 2023. |
2023 Summary Compensation Table
| 78 | CORNING 2024 PROXY STATEMENT |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards
2023 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Wendell P. Weeks | Cash for Equity - PIP Exchange PSUs | 2/8/23 | | | | | 0 | 67,445 | 74,190 | | 35.14 | 2,370,017(3) | | | GoalSharing Plan | n/a | | 0 | 79,000 | 158,000 | | | | | | | | | Cash for Equity - Salary Exchange RSUs | 2/8/23 | | | | | | | | 10,792 | 35.14 | 379,231(4) | | | Cash Performance Units | 2/8/23 | 2/8/23 | 0 | 3,162,500 | 6,957,500 | | | | | | | | | 2021 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 39,725 | 87,395 | | 35.14 | 1,395,937(5) | | | 2022 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 52,186 | 114,809 | | 35.14 | 1,833,816(6) | | | 2023 Performance Share Units | 4/3/23 | 2/8/23 | | | | 0 | 54,292 | 119,442 | | 34.95 | 1,897,505(7) | | | Time-Based Restricted Stock Units | 4/3/23 | 2/8/23 | | | | | | | 108,584 | 34.95 | 3,795,011(8) | | Edward A. Schlesinger | Cash for Equity - PIP Exchange PSUs | 2/8/23 | | | | | 0 | 16,648 | 18,313 | | 35.14 | 585,011(3) | | | GoalSharing Plan | n/a | | 0 | 32,500 | 65,000 | | | | | | | | | Cash for Equity - Salary Exchange RSUs | 2/8/23 | | | | | | | | 2,775 | 35.14 | 97,514(4) | | | Cash Performance Units | 2/8/23 | 2/8/23 | 0 | 587,500 | 1,292,500 | | | | | | | | | 2021 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 3,069 | 6,752 | | 35.14 | 107,845(5) | | | 2022 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 8,251 | 18,152 | | 35.14 | 289,940(6) | | | 2023 Performance Share Units | 4/3/23 | 2/8/23 | | | | 0 | 10,086 | 22,189 | | 34.95 | 352,506(7) | | | Time-Based Restricted Stock Units | 4/3/23 | 2/8/23 | | | | | | | 20,172 | 34.95 | 705,011(8) |
2023 Grants of Plan-Based Awards
| CORNING 2024 PROXY STATEMENT | 79 |
2023 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 and Option Awards ($) | | Lawrence D. McRae | Cash for Equity - PIP Exchange PSUs | 2/8/23 | | | | | 0 | 21,299 | 23,429 | | 35.14 | 748,447(3) | | | GoalSharing Plan | n/a | | 0 | 44,025 | 88,050 | | | | | | | | | Cash for Equity - Salary Exchange RSUs | 2/8/23 | | | | | | | | 752 | 35.14 | 26,425(4) | | | Cash Performance Units | 2/8/23 | 2/8/23 | 0 | 650,000 | 1,430,000 | | | | | | | | | 2021 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 8,866 | 19,505 | | 35.14 | 311,551(5) | | | 2022 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 10,726 | 23,597 | | 35.14 | 376,912(6) | | | 2023 Performance Share Units | 4/3/23 | 2/8/23 | | | | 0 | 11,159 | 24,550 | | 34.95 | 390,007(7) | | | Time-Based Restricted Stock Units | 4/3/23 | 2/8/23 | | | | | | | 22,318 | 34.95 | 780,014(8) | | Eric S. Musser | Cash for Equity - PIP Exchange PSUs | 2/8/23 | | | | | 0 | 37,024 | 40,726 | | 35.14 | 1,301,023(3) | | | GoalSharing Plan | n/a | | 0 | 46,465 | 92,930 | | | | | | | | | Cash for Equity - Salary Exchange RSUs | 2/8/23 | | | | | | | | 6,347 | 35.14 | 223,034(4) | | | Cash Performance Units | 2/8/23 | 2/8/23 | 0 | 1,187,500 | 2,612,500 | | | | | | | | | 2021 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 13,980 | 30,756 | | 35.14 | 491,257(5) | | | 2022 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 19,596 | 43,111 | | 35.14 | 688,603(6) | | | 2023 Performance Share Units | 4/3/23 | 2/8/23 | | | | 0 | 20,386 | 44,849 | | 34.95 | 712,491(7) | | | Time-Based Restricted Stock Units | 4/3/23 | 2/8/23 | | | | | | | 40,773 | 34.95 | 1,425,016(8) |
2023 Grants of Plan-Based Awards
| 80 | CORNING 2024 PROXY STATEMENT |
2023 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 ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Lewis A. Steverson | Cash for Equity - PIP Exchange PSUs | 2/8/23 | | | | | 0 | 23,029 | 25,332 | | 35.14 | 809,239(3) | | | GoalSharing Plan | n/a | | 0 | 42,590 | 85,180 | | | | | | | | | Cash for Equity - Salary Exchange RSUs | 2/8/23 | | | | | | | | 2,909 | 35.14 | 102,222(4) | | | Cash Performance Units | 2/8/23 | 2/8/23 | 0 | 950,000 | 2,090,000 | | | | | | | | | 2021 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 11,764 | 25,881 | | 35.14 | 413,387(5) | | | 2022 Performance Share Units | 2/8/23 | 2/8/23 | | | | 0 | 15,677 | 34,489 | | 35.14 | 550,890(6) | | | 2023 Performance Share Units | 4/3/23 | 2/8/23 | | | | 0 | 16,309 | 35,880 | | 34.95 | 570,000(7) | | | Time-Based Restricted Stock Units | 4/3/23 | 2/8/23 | | | | | | | 32,618 | 34.95 | 1,139,999(8) |
2023 Grants of Plan-Based Awards
| (1) The amounts shown in columns (d), (e) and (f) reflect the award amounts under (i) the 2023 GoalSharing Plan and (ii) the Cash Performance Units (CPUs) under the Corning 2023 Corporate Performance Plan. Awards under these plans are paid in cash. If the threshold level of performance is not met, the payout will be 0%. If the performance target is met, the payout will be 100% of the target award. If the maximum level of performance is met for GoalSharing, 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. GoalSharing awards are based on a 5% target and year-end base salary. Actual awards earned for CPUs are based on average performance against established metrics over three years (2023, 2024, 2025), adjusted up or down by up to 10% based on ROIC improvement results versus the pre-established goal for the three-year period, and will be payable in February 2026. |
2023 Grants of Plan-Based Awards
| (2) The amounts shown in columns (g), (h) and (i) reflect the award amounts under the 2023 Cash for Equity PIP exchange for PSUs (see footnote 3), the Performance Share Units under the Corning 2023 Corporate Performance Plan (2023 PSUs) and the portion of PSUs granted in 2021 and 2022 attributable to 2023 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 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 the 2023 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. 2021 PSUs will be payable in April 2024, 2022 PSUs will be payable in April 2025 and 2023 PSUs will be payable in April 2026. The target number of 2023 PSU awards are 162,876; 30,258; 33,476; 61,159; and 48,927 to Weeks, Schlesinger, 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 2023 PSUs for which performance goals have been set (i.e., 1/3 of the total award). |
2023 Grants of Plan-Based Awards
| (3) These amounts reflect the PSUs granted in lieu of Cash PIP under the Cash for Equity Exchange Program and earned based on 2023 corporate financial performance, subject to 36 month vesting. If the threshold level of performance is not met, the payout will be 0%. If the performance target is met, the payout will be 100% of the target award. If the maximum level of performance is met, the payout will be 110% of target (reduced from the 200% of target normally payable under PIP). 2023 PIP PSUs were earned at 51% of target. |
2023 Grants of Plan-Based Awards
| (4) These amounts reflect the RSUs granted in lieu of up to 40% of salary earned during the first half of the year under the 2023 Cash for Equity Exchange Program, subject to 18 month vesting. |
2023 Grants of Plan-Based Awards
| (5) 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 2023 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 2023 of the Summary Compensation Table. |
2023 Grants of Plan-Based Awards
| (6) 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 2012 Long-Term Incentive Plan, which portion is attributable to 2023 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 2023 of the Summary Compensation Table. |
2023 Grants of Plan-Based Awards
| (7) These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of the portion of the 2023 PSUs pursuant to the Corning 2012 Long-Term Incentive Plan, which portion is attributable to 2023 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 2023 of the Summary Compensation Table. |
2023 Grants of Plan-Based Awards
| (8) 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 2023 pursuant to the Corning 2012 Long-Term Incentive Plan and correspond to the amounts set forth in column (d) for 2023 of the Summary Compensation Table. Awards vest 100% three years after grant date. |
2023 Grants of Plan-Based Awards
| CORNING 2024 PROXY STATEMENT | 81 |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table shows stock option awards classified as exercisable and unexercisable as of December 31, 2023. The table also shows unvested restricted stock, restricted stock unit and performance stock unit awards assuming a market value of $31.94 per share (the NYSE closing price of the Company’s stock on December 30, 2023).
Outstanding Equity Awards at 2023 Fiscal Year-End
| Option Awards | | | | | | | Stock Awards | | | | | Named Executive Officer | Grant Date | Vesting Code(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | 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 | 03/31/17 | A | 137,514 | 0 | 27.00 | 03/31/27 | 455,479 | $13,869,336 | 292,944 | $8,920,145 | | | 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 | 43,525 | 0 | 19.65 | 05/15/30 | | | | | | | Total | | 474,609 | – | | | | | | | | Edward A. Schlesinger | 04/29/16 | A | 3,013 | 0 | 18.67 | 04/29/26 | 60,593 | 1,845,057 | 56,807 | 1,729,773 | | | 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 | 8,925 | 0 | 19.65 | 05/15/30 | | | | | | | Total | | 39,717 | – | | | | | | | | Lawrence D. McRae | 03/31/17 | A | 37,504 | 0 | 27.00 | 03/31/27 | 95,021 | 2,893,389 | 67,646 | 2,059,821 | | | 04/02/18 | A | 39,960 | 0 | 27.03 | 04/02/28 | | | | | | | 04/01/19 | A | 37,588 | 0 | 33.92 | 04/01/29 | | | | | | | Total | | 115,052 | 0 | | | | | | | | Eric S. Musser | 04/01/19 | A | 34,640 | 0 | 33.92 | 04/01/29 | 168,533 | 5,131,830 | 121,698 | 3,705,704 | | | 05/15/20 | B | 18,850 | 0 | 19.65 | 05/15/30 | | | | | | | Total | | 53,490 | 0 | | | | | | | | Lewis A. Steverson | | | | | | | 135,283 | 4,119,367 | 90,768 | 2,763,886 | | | Total | | 0 | 0 | | | | | | |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) The Company uses the following vesting codes: |
Outstanding Equity Awards at 2023 Fiscal Year-End
| A: | 100% Vesting 3 years after grant date |
Outstanding Equity Awards at 2023 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 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) Amounts include: |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (i) 76,375; 5,856; 16,851, 26,703 and 22,430 restricted stock units granted to Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 1, 2021 which vest on April 15, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (ii) 100,463; 15,614; 20,412; 37,518 and 29,955 restricted stock units granted to Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 1, 2022 which vest on April 15, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (iii) | 108,584; 20,172; 22,318; 40,773 and 32,618 restricted stock units granted to Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 3, 2023 which vest on April 15, 2026. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (iv) 10,792; 2,775; 752; 6,347 and 2,909 restricted stock units granted to Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on February 8, 2023, which final vesting date is August 8, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (v) 110,765; 8,507; 24,720; 38,981; and 32,802 earned performance stock units granted to Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 1, 2021, which vest on April 15, 2024, for which three-year average payout factors and ROIC modifier have been determined. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (vi) 48,500, 7,669, 9,968, 18,211, and 14,569 performance stock units granted to Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 1, 2022 which vest on April 15, 2025 for which 2022 and 2023 performance factors have been determined. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 82 | CORNING 2024 PROXY STATEMENT |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Year-end market price is based on the December 29, 2023 NYSE closing price of $30.45 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) Amounts include: |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (i) 62,623; 9,901; 12,871; 23,515, and 18,812 performance stock units granted to Weeks, Schlesinger, McRae, Musser and Steverson, respectively, on April 1, 2022, which vest on April 15, 2025 for which performance results are not yet known. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (ii) 162,876; 30,258; 33,476; 61,159, and 48,927 performance stock units granted to Weeks, Schlesinger, McRae, Musser, and Steverson, respectively, on April 3, 2023, which vest on April 15, 2026. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (iii) | 67,445; 16,648; 21,299; 37,024, and 23,029 performance stock units granted to Weeks, Schlesinger, McRae, Musser, and Steverson, respectively, on February 8, 2023, which final vesting date is February 8, 2026. |
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 as 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 and Musser are earning benefits under the career average earnings formula. Messrs. Schlesinger and Steverson are earning benefits under the cash balance formula. All the NEOs are eligible to retire under the plan. Mr. McRae retired at the end of 2023 with benefits earned under the career average earnings formula.
Qualified Pension Plan
| CORNING 2024 PROXY STATEMENT | 83 |
Supplemental Pension Plan and Executive Supplemental Pension Plan
Supplemental Pension Plan and Executive Supplemental Pension Plan Since 1986, Corning has maintained non-qualified pension plans to attract and retain its executive workforce by providing eligible employees with retirement benefits in excess of those permitted under the qualified plans. The benefits provided under the Supplemental Pension Plan (SPP) are equal to the difference between the benefits provided under the Corning Incorporated Pension Plan and benefits that would have been provided thereunder if not for the limitations of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended (the Code). Each NEO participates in the Corning Incorporated Executive Supplemental Pension Plan (ESPP). Participants in the ESPP receive no benefits from the SPP, other than earned SPP benefits under the cash balance formula prior to their participation in the ESPP, if any (the value of which is subtracted from the final ESPP annuity benefit). Executives fully vest in their ESPP benefit upon attainment of age 50 with 10 years of service. All NEOs 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. Gross benefits for all NEOs 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. All NEOs are currently eligible to retire under the ESPP.
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 except for 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 age 55 with 25 years of service. No termination, disability or death was assumed to occur prior to retirement. Otherwise, the assumptions used are described in Note 11 to our Financial Statements for the year ended December 31, 2023, of our Annual Report on Form 10-K filed with the SEC on February 12, 2024.
Pension Benefits
| 84 | CORNING 2024 PROXY STATEMENT |
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 | 41 | $1,997,943 | $0 | | | ESPP | 25(1) | 24,375,091 | 0 | | Edward A. Schlesinger | Qualified Pension Plan | 11 | 180,798 | 0 | | | ESPP | 11 | 1,850,796 | 0 | | Lawrence D. McRae | Qualified Pension Plan | 38 | 1,680,590 | 0 | | | ESPP | 25(1) | 8,700,842 | 0 | | Eric S. Musser | Qualified Pension Plan | 38 | 1,535,923 | 0 | | | ESPP | 25(1) | 9,226,022 | 0 | | Lewis A. Steverson | Qualified Pension Plan | 11 | 203,781 | 0 | | | ESPP | 11 | 3,989,580 | 0 |
Pension Benefits
| (1) Under Formula A, years of service are capped at 25 years, in determining benefits under the ESPP. |
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 2023 calendar year, the NEOs’ eligible earnings and final average compensation were as follows:
Pension Benefits
| | As of December 31, 2023 | | | Named Executive Officer | Eligible Pension Earnings | Final Average Earnings | | Wendell P. Weeks | $3,150,520 | $4,163,490 | | Edward A. Schlesinger | 1,011,725 | 820,200 | | Lawrence D. McRae | 1,398,015 | 1,677,550 | | Eric S. Musser | 1,678,780 | 1,707,978 | | Lewis A. Steverson | 1,405,683 | 1,457,593 |
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation The table below shows the contributions, earnings and account balances for the NEOs in the Supplemental Investment Plan. Pursuant to the Company’s Supplemental Investment Plan, the NEOs may choose to defer up to 75% of annual base salary and up to 75% of GoalSharing and PIP cash bonuses. The participant chooses from the same funds available under our Company Investment Plan (401(k)) in which to “invest” the deferred amounts. No cash is invested in the unfunded accounts under the Supplemental Investment Plan. Deferred amounts incur gains and losses based on the performance of the individual participant’s investment fund selections. Participants may change their elections among these fund options. Corning does not have any above-market earnings under its Supplemental Investment Plan. All our current NEOs have more than three years of service with the Company, so all the Company’s matching contributions are fully vested. Participants cannot withdraw any amounts from their deferred compensation balances until retirement from the Company at or after age 55 with 5 years of service. Participants may elect to receive distributions as a lump sum payment or two to five annual installments. If an NEO leaves the Company prior to retirement, the account balance is distributed in a lump sum six months following the executive’s departure.
Non-qualified Deferred Compensation
| CORNING 2024 PROXY STATEMENT | 85 |
Non-qualified Deferred Compensation
| Named Executive Officer | Aggregate Balance at January 1, 2023 ($) | Executive Contributions in 2023 ($)(1) | Company Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($)(3) | Aggregate Withdrawals/ Distributions in 2023 ($) | Aggregate Balance as of December 31, 2023 ($) | | Wendell P. Weeks | $8,288,935 | $65,631 | $67,545 | $1,098,624 | $0 | $9,520,735 | | Edward A. Schlesinger | 346,090 | 54,043 | 24,019 | 81,422 | 0 | 505,574 | | Lawrence D. McRae | 626,811 | 203,228 | 77,558 | 120,464 | 0 | 1,028,060 | | Eric S. Musser | 0 | 0 | 0 | 0 | 0 | 0 | | Lewis A. Steverson | 1,279,934 | 110,777 | 22,155 | 224,040 | 0 | 1,636,906 |
Non-qualified Deferred Compensation
| (1) Reflects participation in the Supplemental Investment Plan by Weeks, Schlesinger, McRae and Steverson in the deferral of a portion of their 2023 base salaries and participation by Schlesinger, McRae and Steverson in the deferral of a portion of the bonus received in 2023 for prior year performance. |
Non-qualified Deferred Compensation
| (2) Reflects Company match on the Supplemental Investment Plan, which was credited to the account of the Named Executive Officers in 2023. 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). |
Non-qualified Deferred Compensation
| (3) 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. |
Pay Ratio Disclosure
Pay Ratio Disclosure For 2023, the annual total compensation of the median employee, excluding our CEO, was $42,240 and the annual total compensation of our CEO was $15,627,653. Accordingly, the ratio of the CEO’s annual total compensation to the annual total compensation of the median employee was 370:1. This reflects analysis of our global workforce of employees as of October 1, 2023, which excludes 1 employee in Argentina, 307 employees in Brazil, 130 employees in Hungary, 406 employees in India, 3 employees in Pakistan, 13 employees in the Philippines, 9 employees in the Russian Federation, and 269 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 2023 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 36 countries in which we operate, excluding Argentina, Brazil, Hungary, India, Pakistan, Philippines, Russian Federation 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, 2023 for the determination of the median and December 31, 2023 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.
Pay Ratio Disclosure
| 90 | CORNING 2024 PROXY STATEMENT |
Pay Ratio Disclosure
| 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 57. The following table sets forth the required compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, 2021 and 2020. | | | | | | | | | | Year(1) | Summary Compensation Table Total for CEO(2) | Compensation Actually Paid to CEO(2) | Average Summary Compensation Table Total for Non-CEO NEOs(2) | Average Compensation Actually Paid to Non-CEO NEOs(2) | 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(3) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $15,627,653 | $12,798,655 | $5,062,725 | $3,993,516 | $118.03 | $150.85 | $581 | $13,580 | | 2022 | 16,169,469 | 8,744,301 | 4,271,097 | 2,645,033 | 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 |
Pay Ratio Disclosure
| (1) Our CEO, Wendell P. Weeks, served as our Chief Executive Officer in 2023, 2022, 2021 and 2020. Our other NEOs (“Non-CEO NEOs”) included: |
Pay Ratio Disclosure
| a. | For 2023, Edward A. Schlesinger, Lawrence D. McRae, Eric S. Musser and Lewis A. Steverson. |
Pay Ratio Disclosure
| b. | 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. |
Pay Ratio Disclosure
| c. | For 2021, R. Tony Tripeny, Lawrence D. McRae, Eric S. Musser and Lewis A. Steverson. |
Pay Ratio Disclosure
| d. | For 2020, R. Tony Tripeny, Lawrence D. McRae, James P. Clappin and Eric S. Musser |
Pay Ratio Disclosure
| (2) For each year, the values included in columns (c) and (e) for the compensation actually paid to our CEO and the average compensation paid to our non-CEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively: |
Pay Ratio Disclosure
| Reconciliation of Summary Compensation Totals and Compensation Actual Paid | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | Summary Compensation Table Total for CEO (column (b)) | $15,627,653 | $5,062,725 | $16,169,469 | $4,271,097 | $20,766,032 | $6,421,907 | $18,951,753 | $5,573,311 | | +/- Net Change in Pension Value | -327,691 | -229,731 | -13,662 | 174,240 | -12,790 | -129,044 | -1,341,183 | -503,540 | | +/- Net Change in Stock Awards Value | -2,487,192 | -834,429 | -7,362,526 | -1,767,045 | 5,119,430 | 1,318,544 | 7,354,059 | 1,953,404 | | +/- Net Change in Option Award Value | -14,116 | -5,049 | -48,980 | -33,259 | 1,273,553 | 319,111 | 1,341,470 | 408,292 | | Compensation Actually Paid | 12,798,655 | 3,993,516 | 8,744,301 | 2,645,033 | 27,146,225 | 7,930,517 | 26,306,100 | 7,431,466 |
Pay Ratio Disclosure
| CORNING 2024 PROXY STATEMENT | 91 |
Pay Ratio Disclosure
For each year, the value of stock awards and stock option awards used to calculate Compensation Actually Paid reflect the following assumptions:
Pay Ratio Disclosure
| | 2023 | 2022 | 2021 | 2020 | | Restricted Stock Units | | | | | | Stock Price | $30.45 - $34.78 | $31.94 - $35.54 | $37.23 - $45.90 | $19.99 - $36.00 | | Performance Stock Units | | | | | | Stock Price | $30.45 - $34.78 | $31.94 - $35.54 | $37.23 - $44.28 | $36.00 | | Performance Multiplier | 0.49 – 1.99 | 0.49 – 1.99 | 1.00 – 1.81 | 1.00 – 1.81 | | Stock Options | | | | | | Stock Price | $31.20 | $31.94 - $37.23 | $37.23 - $44.28 | $20.54 - $36.00 | | Expected Life | 4.4 | 4.4 – 5.8 | 4.4 – 6.4 | 4.4 – 6.8 | | Risk-Free Rate | 3.52% | 1.33% - 4.01% | 0.80% - 1.33% | 0.33% - 0.62% | | Volatility | 34.84% | 30.91% - 34.49% | 30.78% - 33.20% | 29.81% - 32.07% | | Dividend Yield | 3.6% | 2.6% - 3.4% | 2.2% - 2.6% | 2.4% - 4.3% |
Pay Ratio Disclosure
| 3) | For each year, total shareholder return is shown for the Company, the constituent companies of the S&P 500 Communications Equipment Industry index (the “Comparison Group”). The Comparison Group 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, 2023, 2022, 2021 and 2020, which consists of the following five 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. |
Pay Ratio Disclosure
| 92 | CORNING 2024 PROXY STATEMENT |
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 2023, 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.
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023 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 2023 to company performance. The role of each of these performance measures in our NEOs’ compensation is discussed in the CD&A above.
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| Financial Performance Measures | | Core Net Sales | | Core Earnings Per Share | | Adjusted Free Cash Flow | | Return on Invested Capital (ROIC) | | Core Gross Margin | | Core NPAT |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| CORNING 2024 PROXY STATEMENT | 93 |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
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 2024. 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 2022 and 2023 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:
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | PwC’s global capabilities to handle the breadth and complexity of Corning’s global operations; |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | PwC’s technical expertise and knowledge of Corning’s industry and global operations; |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | 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; |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | PwC’s independence; |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | The appropriateness of PwC’s fees; and |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | 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. |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| 94 | CORNING 2024 PROXY STATEMENT |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
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, 2024. 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.
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| | 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, 2024. |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
Fees Paid to Independent Registered Public Accounting Firm Aggregate fees for professional services rendered by PwC in 2022 and 2023:
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| | 2023 | 2022 | | Audit Fees | $9,825,000 | $9,918,000 | | Audit-Related Fees | 188,000 | 311,000 | | Tax Fees | 504,000 | 487,000 | | All Other Fees | 10,000 | 65,000 | | Total Fees | $10,527,000 | $10,781,000 |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
Audit Fees. These fees are composed of professional services rendered in connection with the annual audit of Corning’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, and reviews of Corning’s quarterly consolidated financial statements on Form 10-Q that are customary under the PCAOB auditing standards. Audit fees also include statutory audits, comfort letters, consents for other SEC filings and reviews of documents filed with the SEC. Audit-Related Fees. These fees are composed of professional services rendered in connection with due diligence pertaining to acquisitions, procedures to translate certain financial statements for foreign subsidiaries, employee benefit plan audits, agreed-upon procedures, and other audit-related activities. Tax Fees. These fees are composed of statutory tax compliance, assistance for Corning’s foreign jurisdiction subsidiaries’ tax returns, tax transfer pricing services, and other tax consulting projects. All Other Fees. Consists of fees not included in the Audit, Audit-Related, or Tax categories, including licensing technical accounting software from the independent registered public accounting firm.
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| CORNING 2024 PROXY STATEMENT | 95 |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by Corning’s independent registered public accounting firm. The full Audit Committee approves annually projected services and fee estimates for these services and other major types of services. The Audit Committee chair has been designated by the Audit Committee to approve any services arising during the year that were not pre-approved by the Audit Committee and services that were pre-approved, but for which the associated fees will materially exceed the budget established for the type of service at issue. Services approved by the chair are communicated to the full Audit Committee at its next regular meeting. For each proposed service, the independent registered public accounting firm is required to provide supporting documentation detailing said service and confirm that the provision of such services does not impair its independence. The Audit Committee regularly reviews reports detailing services provided to Corning by its independent registered public accounting firm. Report of the Audit Committee The purpose of the Audit Committee is to assist the Board of Directors in its general oversight of Corning’s financial reporting, internal controls and audit functions. The Audit Committee operates under a written charter adopted by the Board of Directors. The directors who serve on the Audit Committee have no financial or personal ties to Corning (other than director compensation and equity ownership as described in this proxy statement) and are all “financially literate” and “independent” for purposes of the New York Stock Exchange listing standards. The Board of Directors has determined that none of the Audit Committee members has a relationship with Corning that may interfere with the members’ independence from Corning and its management. The Audit Committee met with management periodically during the year to consider the adequacy of Corning’s internal controls and the objectivity of its financial reporting. The Audit Committee discussed these matters with Corning’s independent registered public accounting firm and with the appropriate financial personnel and internal auditors. The Audit Committee also discussed with Corning’s senior management and independent registered public accounting firm the process used for certifications by Corning’s chief executive officer and chief financial officer that are required for certain of Corning’s filings with the SEC. The Audit Committee met privately with both the independent registered public accounting firm and the internal auditors, both of whom have unrestricted access to the Audit Committee. The Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. Management is responsible for: the preparation, presentation and integrity of Corning’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of internal control over financial reporting. During 2023, management updated the documentation, and performed testing and evaluation of Corning’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation, and it provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management, internal audit and the independent registered public accounting firm at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with, and the Audit Committee reviewed a report on, the effectiveness of Corning’s internal control over financial reporting. The Audit Committee also reviewed: the report of management contained in Corning’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC; as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm included in Corning’s Annual Report
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| 96 | CORNING 2024 PROXY STATEMENT |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
on Form 10-K for the year ended December 31, 2023 related to its audits of the consolidated financial statements and financial statement schedule, and the effectiveness of internal control over financial reporting. The Audit Committee has discussed with the independent registered public accounting firm the matters required by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with them their independence from Corning and its management. The Audit Committee has considered whether the provision of permitted non-audit services by the independent registered public accounting firm to Corning is compatible with the auditor’s independence. Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors and the Board of Directors approved that the audited financial statements be included in Corning’s Annual Report on Form 10-K for the year ended December 31, 2023. The Audit Committee: Kurt M. Landgraf, Chair Donald W. Blair Leslie A. Brun Stephanie A. Burns Pamela J. Craig Thomas D. French
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| CORNING 2024 PROXY STATEMENT | 97 |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
Why Did You Send Me This Proxy Statement? We sent this proxy statement and the enclosed proxy card to you because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes information concerning the matters to be presented at the meeting and related information that will help you make an informed vote. This proxy statement and the accompanying proxy card are first being distributed or made available to shareholders on or about March 22, 2024. When and Where Is the Annual Meeting? Our Board of Directors has determined to hold the Annual Meeting in a virtual-only format on Thursday, May 2, 2024 at 12 noon Eastern Time at virtualshareholdermeeting.com/GLW2024. You will not be able to attend the Annual Meeting physically. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 5, 2024. The live audio webcast of the Annual Meeting will begin promptly at 12 noon Eastern Time. Online access to the audio webcast will open 30 minutes before the Annual Meeting starts. We encourage you to access the meeting in advance of the designated start time. We urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials whether or not you plan to attend the Annual Meeting. You may vote your shares at ProxyVote.com in advance of the Annual Meeting. This process has not changed from prior years. Who May Attend the Annual Meeting? The Annual Meeting is open to holders of shares of our common stock who held such shares as of the meeting’s record date, March 5, 2024. To attend and vote your shares during the Annual Meeting, you will need to log in to virtualshareholdermeeting.com/GLW2024 using, (i) for record holders, the control number found on your proxy card or the notice you previously received, or (ii) for holders who own shares in street name through brokers, the control number issued to you by your brokerage firm. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. If you do not have a control number, you may log in as a guest, although you will not be able to vote during the Annual Meeting. What Am I Voting On? The following matters are scheduled for vote at the Annual Meeting:
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | Election of each of the 14 director nominees to our Board of Directors for the coming year; |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | Advisory approval of our executive compensation (Say on Pay); |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | Any other business or action which may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| 98 | CORNING 2024 PROXY STATEMENT |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
How Do You Recommend That I Vote on These Items? The Board of Directors recommends that you vote your shares:
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | FOR each of the 14 director nominees (Proposal 1); |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | FOR the advisory approval of our executive compensation, as such information is disclosed in the Compensation Discussion & Analysis, the compensation tables and the accompanying disclosure (Say on Pay) (Proposal 2); and |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | FOR ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3). |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
Who is Entitled to Vote? You may vote if you owned shares of our common stock as of the close of business on March 5, 2024, the record date for the Annual Meeting. How Many Votes Do I Have? You are entitled to one vote for each share of common stock you own. As of the close of business on March 5, 2024, we had 855,352,470 shares of common stock outstanding. The shares held in our treasury are not considered outstanding and will not be voted or considered present at the meeting. How Do I Vote By Proxy Before the Annual Meeting? Before the meeting, registered shareholders may vote shares in one of the following three ways:
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | By Internet at ProxyVote.com; |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | By telephone (from the United States and Canada only) at 1-(800)-690-6903; or |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | By mail by completing, signing, dating and returning the enclosed proxy card in the postage paid envelope provided (see instructions on proxy card). |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
Please refer to the proxy card for further instructions on voting by Internet or telephone. Please use only one of the three ways to vote. If you hold shares in the account of or name of a broker, your ability to vote those shares by Internet and telephone depends on the voting procedures used by your broker, as explained below under “How Do I Vote If My Broker Holds My Shares In Street Name?” How Do I Vote My Shares During the Annual Meeting? Even if you plan to attend and participate in our virtual Annual Meeting, we encourage you to vote by telephone or over the Internet, or by returning a proxy card following your request for printed materials. This will ensure that your vote will be counted if you are unable to, or later decide not to, participate in the virtual Annual Meeting. Whether you are a shareholder of record or hold your shares in “street name,” you may vote online at the Annual Meeting. You will need to enter your control number (included in your notice, your proxy card or the voting instructions that accompanied your proxy materials) to vote your shares at the Annual Meeting.
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| CORNING 2024 PROXY STATEMENT | 99 |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
May I Change My Mind After I Vote? Yes. You may change your vote or revoke your proxy at any time before the polls close at the meeting. You may change your vote by:
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | voting again by Internet or telephone prior to the meeting; |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | voting again at the meeting; or |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | signing another proxy card with a later date and returning it to Corning’s Corporate Secretary at One Riverfront Plaza, Corning, NY 14831, prior to the meeting. |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
You also may revoke your proxy prior to the meeting without submitting any new vote by sending a written notice that you are withdrawing your vote to our Corporate Secretary at the address listed above. What Shares Are Included on My Proxy Card? Your proxy card includes shares held in your own name and shares held in any Corning plan. You may vote these shares by Internet, telephone or mail, as described on your proxy card or the notice you previously received. Your proxy card does not include any shares held in a brokerage account in the name of your bank or broker (such shares are said to be held in “street name”). How Do I Vote if I Participate in the Corning Investment Plan? If you hold shares in the Corning Investment Plan, which includes shares held in the Corning Stock Fund in the Company’s 401(k) plan, these shares have been added to your other holdings on your proxy card. Your completed proxy card serves as voting instructions to the trustee of the plan. You may direct the trustee to vote your plan shares by submitting your proxy vote for those shares, along with the rest of your shares, by Internet, telephone or mail, all as described on your proxy card or the notice you previously received. If you do not instruct the trustee to vote, your plan shares will be voted by the trustee in the same proportion that it votes shares in other plan accounts for which it did receive timely voting instructions. How Do I Vote if My Broker Holds My Shares in “Street Name”? If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), those shares are not included in the total number of shares listed as owned by you on the enclosed proxy card. Instead, your bank or broker will send you directions on how to vote those shares. Will My Shares Held in Street Name Be Voted if I Do Not Provide My Proxy? Under the New York Stock Exchange rules, if you own shares in “street name” through a broker and do not vote, your broker may not vote your shares on proposals determined to be “non-routine.” In such cases, the absence of voting instructions results in a “broker non-vote.” Broker non-voted shares count toward achieving a quorum requirement for the Annual Meeting, but they do not affect the determination of whether the non-routine matter is approved or rejected. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm is the only matter in this proxy statement considered to be a routine matter for which brokers will be permitted to vote on behalf of their clients, if no voting instructions are furnished. Since Proposals 1 and 2 are non-routine matters, broker non-voted shares will not count as votes cast to affect the determination of whether those proposals are approved or rejected. Therefore, it is important that you provide voting instructions to your broker.
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Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
What if I Return My Proxy Card or Vote by Internet or Telephone but Do Not Specify How I Want to Vote? If you sign and return your proxy card or complete the Internet or telephone voting procedures, but do not specify how you want to vote your shares, we will vote them as follows:
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | FOR each of the 14 director nominees (Proposal 1); |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | FOR the advisory approval of our executive compensation, as such information is disclosed in the Compensation Discussion & Analysis, the compensation tables and the accompanying disclosure (Say on Pay) (Proposal 2); and |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| • | FOR ratification of the Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 (Proposal 3). |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
If you participate in the Corning Investment Plan and do not submit timely voting instructions, the trustee of the plan will vote the shares in your plan account in the same proportion that it votes shares in other plan accounts for which it did receive timely voting instructions, as explained above under the question “How Do I Vote If I Participate In The Corning Investment Plan?” What Does it Mean if I Receive More Than One Proxy Card? If you received more than one proxy card, you have multiple accounts with your brokers or our transfer agent. Please vote all of these shares. We recommend that you contact your broker or our transfer agent to consolidate as many accounts as possible under the same name and address. If you are the registered holder, you may contact our transfer agent, Computershare Trust Company, N.A., at 1-(800)-255-0461. May Shareholders Ask Questions at the Virtual Annual Meeting? Yes. We have designed the format of the virtual Annual Meeting to ensure that our shareholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting. After the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we will answer questions submitted during the meeting that are pertinent to the Company, as time permits, and in accordance with our Rules for Conduct of the Shareholder Meeting. During the Annual Meeting, you can view our Rules for Conduct of the Shareholder Meeting and submit any questions at virtualshareholdermeeting.com/GLW2024. Answers to any questions not addressed during the meeting will be posted on the investor page of our website following the meeting. Questions and answers will be grouped by topic, and substantially similar questions will be answered only once. How Many Shares Must be Present to Hold the Meeting? In order for us to conduct our meeting, a majority of our outstanding shares of common stock as of March 5, 2024, the record date for the meeting, must be present in person (by logging in to our virtual annual meeting with your control number) or by proxy at the meeting. This is called a quorum. Your shares are counted as present at the meeting if you attend the virtual meeting by logging in with your control number or if you properly return a proxy by Internet, telephone or mail.
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What Is the Vote Required for Each Proposal?
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
| | Affirmative Vote Required | Broker Discretionary Voting Allowed | | Proposal 1: Election of each of the 14 director nominees | Majority of votes cast at the meeting in person or by proxy | No | | Proposal 2: Advisory approval of our executive compensation (Say on Pay) | Majority of votes cast at the meeting in person or by proxy | No | | Proposal 3: Ratification of the appointment of independent registered public accounting firm for fiscal year 2024 | Majority of votes cast at the meeting in person or by proxy | Yes |
Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
With respect to Proposals 1, 2 and 3 you may vote “FOR”, “AGAINST” or “ABSTAIN”. If you “ABSTAIN” from voting on any of these Proposals, the abstention will not constitute a vote cast. How Will Voting on “Any Other Business” Be Conducted? We have not received proper notice of, and are not aware of, any business to be transacted at the meeting other than as indicated in this proxy statement. If any other item or proposal properly comes before the meeting, the proxies received will be voted on those matters in accordance with the discretion of the proxy holders. Who Pays for the Solicitation of Proxies? Our Board of Directors is making this solicitation of proxies on behalf of the Company. The Company will pay the costs of the solicitation, including the costs for preparing, printing and mailing this proxy statement. We have hired Innisfree M&A Incorporated to assist us in soliciting proxies. It may do so by telephone, in person or by other electronic communications. We anticipate paying Innisfree a fee of $25,000 plus out-of-pocket expenses for these services. We also will reimburse brokers for their costs in sending proxies and proxy materials to our shareholders so that you may vote your shares. Our directors, officers and regular employees may supplement Innisfree’s proxy solicitation efforts by contacting you by telephone or electronic communication or in person. We will not pay directors, officers or other regular employees any additional compensation for their proxy solicitation efforts. How Can I Find the Voting Results of the Annual Meeting? After the Annual Meeting, we will include the voting results in a Form 8-K, which we will file with the SEC on or before May 8, 2024. Shareholder Proposals and Director Nominations for the 2025 Annual Meeting Under Rule 14a-8 of the Securities Exchange Act of 1934 (the Exchange Act), eligible shareholders may submit proposals for inclusion in the proxy statement for our 2025 Annual Meeting. Shareholder proposals must comply with the requirements established by the SEC and must be submitted in writing and received by our Corporate Secretary on or before the close of business on November 22, 2024 (for them to be considered for inclusion in the 2025 proxy statement). Our by-laws permit a group of shareholders (up to 20) who have owned at least 3% of Corning’s common stock for at least 3 years to submit director nominees for the greater of two directors or the largest whole number that does not exceed 20% of our Board. These director nominees will be included in our proxy statement for the 2025 Annual Meeting if the shareholder(s)
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Most Important Financial Measures Used to Link Compensation Actually Paid to our NEOs to Company Performance in 2023
and the nominee(s) satisfy the requirements specified in our by-laws. Notices of director nominees submitted under these by-law provisions must be received no earlier than January 2, 2025 and no later than February 1, 2025. If you would like to present a matter not included in our proxy statement for consideration at our 2025 Annual Meeting, including nominations for director candidates, you must send advance written notice to our Corporate Secretary no earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting (January 2, 2025) and no later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting (February 1, 2025). Any matter or nomination must comply with our by-laws. Eligible shareholders who intend to solicit proxies for the 2025 Annual Meeting in support of director nominees other than the Company’s nominees under Rule 14a-19 of the Exchange Act must comply with the requirements of the Company’s by-laws and provide the notice required by, and in compliance with, Rule 14a-19 no later than March 3, 2025. All proposals in this section should be addressed to Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831 and must be received by the applicable dates specified above. Why Haven’t I Received a Printed Copy of the Proxy Statement or Annual Report? We are furnishing proxy materials to you online, as permitted by SEC rules, to expedite your receipt of materials while lowering costs and reducing the environmental impact of printing and mailing full sets of annual meeting materials. If you received by mail a notice of the electronic availability of these materials, you will not receive a printed copy unless you specifically request it. Such notice contains instructions on how to request a paper copy of the materials. Is the Proxy Statement Available on the Internet? Yes. Most shareholders will receive the proxy statement and other annual meeting materials online. If you received a paper copy, you can also view these documents online by accessing our website at corning.com/2024-proxy. You can elect to receive future proxy statements and annual reports by Internet instead of receiving paper copies by mail by following the instructions for making such election when you electronically vote your shares. Are You “Householding” for Shareholders Sharing the Same Address? Yes. The SEC’s rules regarding the delivery to shareholders of proxy statements, annual reports, prospectuses and information statements permit us to deliver a single copy of these documents to an address shared by two or more of our shareholders. This method of delivery is referred to as “householding,” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering only one proxy statement and 2023 Annual Report on Form 10-K to multiple registered shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. We will still be required, however, to send you and each other shareholder at your address an individual proxy voting card. If you would like to receive more than one copy of this proxy statement and annual report, we will promptly send you additional copies upon written or oral request directed to Broadridge Financial Solutions, Inc. (“Broadridge”), either by calling toll free at (866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. The same phone number and mailing address may be used to notify us that you wish to request delivery of a single copy of a proxy statement or Annual Report on Form 10-K if you are receiving multiple copies. Code of Ethics Our Board of Directors adopted (i) the Code of Conduct for Directors and Executive Officers, which supplement our Code of Conduct that governs all employees and directors and (ii) the Code of Ethics for the Chief Executive Officer and Financial Executives (Code of Ethics). These Codes have existed for over ten years. The Code of Ethics applies to our Chief Executive
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Officer, Chief Financial Officer, Controller and other financial executives. During 2023, no amendments to or waivers of the Code of Ethics provisions were made for any of our directors or executive officers. A copy of the Code of Ethics is available on our website at http://www.corning.com/worldwide/en/about-us/investor-relations/codes-of-conduct-ethics.html. We will disclose future amendments to, or waivers from, the Code of Ethics on our website within four business days following the date of such amendment or waiver. Incorporation by Reference The Compensation and Talent Management Committee Report on page 75 is not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by Corning under the Securities Act or the Exchange Act, except to the extent that Corning specifically incorporates such information by reference. In addition, this proxy statement includes several website addresses. Website references throughout this document are provided for convenience only and are intended to provide inactive, textual references only. The content on the referenced websites is not incorporated herein by reference and does not constitute a part of this proxy statement. Additional Information This proxy statement, our 2023 Annual Report on Form 10-K, and all other filings with the SEC, each of the Board Committee Charters and the Corporate Governance Guidelines with Director Qualification Standards may be accessed via the Investor Relations page on Corning’s website at corning.com.
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