DEF 14A of Corning Inc /Ny, Mar 21, 2025

DEF 14A of Corning Inc /Ny

Filed Mar 21, 2025 · FY20240001206774-25-000146

Open on EDGAR

  1. VOTE RIGHT AWAY

    | 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 | | Pay Versus Performance Relationship | 93 | | Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm | 94 | | Fees Paid to Independent Registered Public Accounting Firm | 95 | | Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm | 96 | | Report of the Audit Committee | 96 |

  2. How We Evaluate the Board’s Effectiveness

    How We Evaluate the Board’s Effectiveness

  3. How We Evaluate the Board’s Effectiveness

    | 26 | CORNING 2025 PROXY STATEMENT |

  4. How We Evaluate the Board’s Effectiveness

    The Nominating and Corporate Governance Committee uses multiple sources for identifying director candidates, including executive search firms, its members’ own contacts, and referrals from other directors, members of management and the Company’s advisors. To maintain a pipeline for new directors, the Nominating and Corporate Governance Committee retains one or more executive search firms to help identify director prospects, perform candidate outreach, assist in reference and background checks, and provide other related services. Director candidates recommended by shareholders in the manner described on page 102 will be considered in the same way the Nominating and Corporate Governance Committee evaluates candidates recommended by other sources. In addition, our by-laws permit a group of up to 20 shareholders who have owned a minimum of 3% of our outstanding capital stock for at least three years to submit director nominees for up to the greater of two directors or 20% of the board for inclusion in our proxy statement. See “Shareholder Proposals and Director Nominations for the 2026 Annual Meeting” on page 102 of this proxy statement. 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. In recent years, 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. At each meeting, the Board 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.

  5. How We Evaluate the Board’s Effectiveness

    | CORNING 2025 PROXY STATEMENT | 27 |

  6. How We Evaluate the Board’s Effectiveness

    Director Independence Currently, all directors but one (or 89%) are 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 2022 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 Mr. Brun, Mr. Ferguson, Ms. Henretta, Dr. Huttenlocher, and Mr. Martin 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. No related party transaction occurred in 2024 that required disclosure under this policy or under relevant SEC rules.

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    | 28 | CORNING 2025 PROXY STATEMENT |

  8. How We Evaluate the Board’s Effectiveness

    Compensation and Talent Management Committee Interlocks and Insider Participation Dr. Burns, Mr. Brun, Mr. Ferguson, Mr. Martin, and Dr. Rieman, as well as three directors, Richard T. Clark who retired effective May 2, 2024 and Kurt M. Landgraf and Hansel E. Tookes, who each retired effective November 1, 2024, served on the Compensation and Talent Management Committee during 2024. No member of the Compensation and Talent Management Committee that served during 2024 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 2024 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 2024 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:

  9. How We Evaluate the Board’s Effectiveness

    | • | understand critical risks in the Company’s business and strategy; | | • | allocate responsibilities for risk oversight among the full Board and its committees; | | • | evaluate the Company’s risk management processes and whether they are functioning adequately; | | • | facilitate open communication between management and Directors; and | | • | foster an appropriate culture of integrity and risk awareness. |

  10. How We Evaluate the Board’s Effectiveness

    To learn more about risks facing the Company, you can review Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K. The risks described in our Annual Report on 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 2025 PROXY STATEMENT | 29 |

  12. How We Evaluate the Board’s Effectiveness

    Risks associated with current business status or strategic alternatives, including traditional enterprise risk as well as new emerging and ever evolving risks, 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, and Finance 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 our 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 the Audit 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 2025 PROXY STATEMENT |

  14. How We Evaluate the Board’s Effectiveness

    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. Cybersecurity Oversight Corning’s Board plays a role in overseeing risks associated with cybersecurity threats. In particular, the Information Technology 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 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 meetings with the IT Committee and Audit Committee 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. The Company utilizes a multi-faceted information security training program for all employees. This includes a mandatory annual training as well as monthly, quarterly, and yearly deliverables and touch points uniquely crafted for certain groups of employees based on their roles and the specific security risks they face. 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. Artificial Intelligence Oversight Our management team and Board understand the business of technology and have experience driving innovation and product development, and believe that artificial intelligence carries significant opportunities and risks for the Company and the world. As such, our Board oversees the Company’s governance of artificial intelligence and related risks. Monitoring artificial intelligence risks and effectiveness is one of the primary responsibilities of the Information Technology Committee, which is composed of Board members who provide significant experience in computer science, artificial intelligence, and enterprise digital transformation. Senior leadership, including the CDIO, further discuss relevant aspects of our AI strategy with the Board, and in 2023, we introduced an Artificial Intelligence and Machine Learning Policy for the Company and our employees around the globe. The policy outlines standards to help employees access and use artificial intelligence and machine learning technology in a way that is safe and secure, and aligns with Corning’s Code of Conduct, Values, and other policies. Sustainability Oversight 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 sustainability matters, our Board believes each committee of the Board should maintain oversight over the matters that fall within its scope. Our Nominating and Corporate Governance Committee provides primary oversight of general sustainability matters and other committees oversee such matters as fall within their 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. Our Vice President of Sustainability and Climate Initiatives, reporting to our Executive Vice President and Chief Financial Officer, has primary accountability for our sustainability strategy, performance and disclosures. These matters are managed through coordination of a cross-disciplinary team of senior corporate leaders. Our business leaders are responsible for implementing Corning’s sustainability efforts throughout their respective businesses, and employees can join our Sustainability Network, whereby they can make individual efforts in their communities and areas of activity.

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    | CORNING 2025 PROXY STATEMENT | 31 |

  16. How We Evaluate the Board’s Effectiveness

    Beyond the Boardroom The commitment of our Board extends well beyond preparation for, and participation at, regularly scheduled Board or committee meetings. Engagement outside of meetings provides our directors with additional insight into our business and our industry and gives them valuable perspectives on the performance of our Company, the Board, our CEO and other members of senior management, as well as on the Company’s culture and strategic direction.

  17. How We Evaluate the Board’s Effectiveness

    | Director Orientation All new directors participate in our director orientation program. The program is lead by senior leaders and includes an immersive introduction to the Company through meetings to get to know key management, visits to Company facilities, and written reference material. | Access to Employees All directors have full and free access to senior management and other employees during and outside of regularly scheduled meetings. Formal dinners and informal lunches with Board and committee meeting attendees, which may include full business and technology teams, provide directors with insight into how our teams function. | Shareholder Engagement In addition to receiving regular updates on shareholder engagement, our Board, along with executive management, Investor Relations and the Corporate Secretary, takes an active role in reviewing and overseeing our shareholder engagement strategy and our Lead Independent Director engages directly with our largest investors to understand their perspectives on a variety of matters. | | Periodic Briefings from Management Our senior management team provides our Board with regular business updates and periodic updates on major business developments, milestones, and important internal initiatives to keep the Board informed between regularly scheduled meetings on matters that are significant to our Company and industry. | Continuing Education The Board encourages directors to participate in external continuing director education programs with associated expenses reimbursed by the Company. We also encourage Board members to gain credentials in specialized topics such as cybersecurity and artificial intelligence, and we reimburse them for related costs. | Site Visits 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. If the Board is unable to visit our research campus in person, virtual Technology Showcases are held. The Board also meets at different Corning locations to see our manufacturing facilities, meet local employees and explore the Company’s culture. |

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    | 32 | CORNING 2025 PROXY STATEMENT |

  19. How We Evaluate the Board’s Effectiveness

    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. |

  21. How We Evaluate the Board’s Effectiveness

    Annually, the Compensation and Talent Management Committee instructs Frederic W. Cook & Co., Inc. (FW Cook) to undertake a risk assessment regarding the Company’s compensation policies and practices covering all employees, and reviews the this risk assessment each year in February. As part of its review this year, 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:

  22. How We Evaluate the Board’s Effectiveness

    | • | The mix of cash and equity pay-outs tied to both short-term financial performance, mid-term financial performance, and long-term value creation; | | • | The time vesting requirements in our long-term incentive plans, which help align the interests of employees to shareholders; | | • | The use of multiple financial performance metrics that are readily monitored and reviewed, and aligned with the corporate and local plant and business unit objectives; | | • | The rigorous budget and goal-setting processes that involve both top-down and bottom-up analyses; | | • | 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; | | • | Internal advisory committees and plan caps that are intended to avoid imprudent risk-taking; | | • | Our robust stock ownership, clawback, anti-hedging and anti-pledging policies for NEOs and other employees; | | • | Multiple levels of review and approval of awards, including Compensation and Talent Management Committee approval of all officer and equity compensation; and | | • | Immediate oversight of executive pay matters in mergers and acquisitions and unit compensation plans throughout the acquisition integration process and/or until fully integrated. |

  23. How We Evaluate the Board’s Effectiveness

    With the assistance of the annual risk assessment provided by FW Cook, the Compensation and Talent Management Committee concluded that Corning’s executive compensation program is balanced and does not reward inappropriate financial risk-taking. Board and Shareholder Meeting Attendance The Board of Directors met seven times in 2024. Attendance at Board and committee meetings averaged 98% in 2024, and each incumbent director attended no less than 85% 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 of Shareholders, absent extraordinary circumstances. All our directors attended our 2024 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.

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    | CORNING 2025 PROXY STATEMENT | 33 |

  25. How We Evaluate the Board’s Effectiveness

    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 2024. 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. 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 Overview 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 | | • | Corning Incorporated By-Laws | | • | Political Contributions and Lobbying Policy | | • | Speak Up Policy | | • | Code of Conduct for Directors and Executive Officers | | • | Code of Ethics for Chief Executive Officer and Financial Executives | | • | Our Code of Conduct | | • | Audit Committee Charter | | • | Compensation and Talent Management Committee Charter | | • | Finance Committee Charter | | • | Information Technology Committee Charter | | • | Nominating and Corporate Governance Committee Charter |

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    | 34 | CORNING 2025 PROXY STATEMENT |

  28. How We Evaluate the Board’s Effectiveness

    Board of Directors’ Qualifications and Experience Our Board comprises accomplished professionals with a broad range of skills and areas of expertise. The variety of knowledge and opinions represented on our Board is one of its core strengths. Moreover, we believe our directors’ wide range of professional experiences, backgrounds and education provides significant value to the Company, and we intend to continue leveraging this strength. Ms. Henretta, Dr. Rieman, and Dr. Wrighton will retire from Corning’s Board at the 2025 Annual Meeting after 11, 25, and 16 years of service, respectively. The following table describes key competencies and skills of our directors standing for re-election. All directors other than Mr. Weeks are independent. Dr. Burns is our Lead Independent Director.

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    | CORNING 2025 PROXY STATEMENT | 35 |

  30. How We Evaluate the Board’s Effectiveness

    Skills, Competencies, and Characteristics Currently Represented on the Board The Nominating and Corporate Governance Committee determined that the core competencies and strategic 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 experience in each of these core competencies and strategic skills.

  31. How We Evaluate the Board’s Effectiveness

    | Core Competency | Description of the Competency and Explanation of Its Importance to Our Board | | PUBLIC COMPANY GOVERNANCE EXPERIENCE | The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must foster accountability and be transparent and responsive to our shareholders. 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 board and management accountability, leading corporate governance practices, enterprise risk management, shareholder relations, succession planning, and other strategic, operational and compliance matters. | | FINANCE AND ACCOUNTING | Corning is committed to strong financial discipline, effective allocation of capital, and an appropriate capital structure and, as a public company, is subject to certain auditing, accounting, and 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 have senior financial leadership experience at large global organizations and financial institutions, including an understand financial reporting and the auditing process, are important to Corning’s success. | | ENTERPRISE AND EMERGING RISK OVERSIGHT | Corning considers risk management and risk oversight experience a key competency of most directors on our Board. We value experience both in traditional enterprise risk as well as emerging and ever-evolving risks such as cyber and information security risks as well as environmental and social risks. 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. Additionally, an understanding of risks and opportunities around environmental sustainability and the social aspects of business models and the associated governance practices help to drive long-term sustainable value creation for shareholders and encourages effective oversight and transparency. Directors who possess risk management and oversight skills are best positioned to evaluate whether the Company’s risk culture, policies and procedures are effective and consistent with our determined risk appetite, strategy and business purpose. | | GOVERNMENT AND REGULATORY | Corning’s businesses require compliance with a broad array of regulatory requirements and the ability to maintain relationships with various governmental entities and regulatory bodies. Directors who have experience with the government and regulatory landscape provide valuable advice and insight into navigating these regimes and the effects of governmental actions on Corning’s businesses. | | MANAGEMENT OF A COMPLEX ORGANIZATION | Experience in the management of a complex business organization provides a beneficial understanding of organizations, processes, strategic planning and risk management. It also provides invaluable experience overseeing the attraction, motivation, development, and retention of qualified personnel in a competitive talent environment, which is critical to succession planning and to fostering a productive and safe corporate culture that encourages and promotes accountability, performance and affirmation. Directors with senior management experience in large, complex organizations can utilize these skills to help Corning assess, develop and implement our business, operational, and human capital management strategies. |

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    | 36 | CORNING 2025 PROXY STATEMENT |

  33. How We Evaluate the Board’s Effectiveness

    | Strategic Skill | Description of the Skill and Explanation of Its Importance to Our Board | | Expertise in Our Industries and End Markets | Corning seeks directors with experience in industries and end markets that utilize specialty glass, ceramics, and related materials and technologies, including telecommunications, consumer electronics, display technologies, life sciences, and automotive, among others, as well as experience in new, emerging end markets in which we expect to grow in accordance with our strategic priorities. This experience is critical to the oversight of Corning’s businesses and strategies and enabling a thorough understanding of the issues facing key industries and end markets as well as opportunities for growth. | | TECHNOLOGY, R&D, 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 anticipating technological trends and driving innovation and product development. | | OPERATIONS | Operations are integral to the manufacturing of our products and efficient management of the enterprise. Furthermore, managing the challenges of a complex, multi-tiered supply chain is critical to the execution of Corning’s business goals. 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 as well as drive efficiency and resiliency. | | COMMERCIAL STRATEGY | A critical element of Corning’s success is its ability to develop strategies to grow sales and market share as well as establish new business models and partnerships with key players in our end markets. Directors with commercial experience contribute to Corning’s understanding of these strategies, partnerships, new business models and related opportunities. | | ENTERPRISE AND DIGITAL TRANSFORMATION | Corning appreciates the importance of leveraging critical technology and systems to provide the speed, agility and data-driven insights necessary to improve customer interactions, operational efficiencies, and myriad other aspects of the way we do business. In particular, Corning believes that artificial intelligence carries opportunities and risks for both the Corporation and the world. Directors with experience in business processes, systems, artificial intelligence, and their evolution provide valuable insights in an era of digital transformation and enable the Board to make informed strategic decisions, manage risks and navigate the ethical and regulatory considerations associated with the adoption of these technologies. | | CORPORATE DEVELOPMENT | Corning regularly looks to drive growth through strategic partnerships and business combinations. Directors with related experience, including assessment of potential partners and M&A targets for strategic and cultural fit, structuring and negotiating agreements, and integrating and streamlining operations, contribute to Corning’s understanding of these opportunities. | | GLOBAL PERSPECTIVE | Corning is a global business with a presence in more than 40 countries. Corning values directors with the ability to drive growth in markets around the world, including an understanding of diverse competitive and operating environments, economic conditions, regulatory frameworks, and cultures. This experience provides valuable insight on how Corning should continue to grow and manage its businesses outside the United States. |

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    | CORNING 2025 PROXY STATEMENT | 37 |

  35. How We Evaluate the Board’s Effectiveness

    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 2024 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 competencies, 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 nine director nominees will serve for a one-year term expiring at our 2026 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 2025 PROXY STATEMENT |

  38. How We Evaluate the Board’s Effectiveness

    Corning’s Director Nominees

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    | | | Committees • Audit • Compensation • Executive | | Current Public and Investment Company Directorships • None | | Public and Investment Company Directorships Held During the Past 5 Years • Broadridge Financial Solutions, Inc. • CDK Global, Inc. • Merck & Co., Inc. |

  40. How We Evaluate the Board’s Effectiveness

    | Leslie A. Brun Director Since 2018. Age 72. 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 | | | | | | | | Public Company Governance Experience | | Finance and Accounting | | Enterprise and Emerging Risk Oversight | | | Government and Regulatory | | Management of a Complex Organization | | Corporate Development | | | Global Perspective | | | | |

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    | CORNING 2025 PROXY STATEMENT | 39 |

  42. How We Evaluate the Board’s Effectiveness

    | | | Committees • Compensation • Executive • Nominating and Corporate Governance (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 |

  43. How We Evaluate the Board’s Effectiveness

    | Stephanie A. Burns Director Since 2012. Age 70. 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 oversight of complex manufacturing processes, including the polysilicon manufacturing process, which is key in the production of sustainable solar modules and semiconductors, as well as her global scientific innovation and manufacturing and commercial management expertise enable her strong leadership as our Lead Independent Director. | | | | | | | Top Skills Brought to Our Board | | | | | | | | Public Company Governance Experience | | Enterprise and Emerging Risk Oversight | | Government and Regulatory | | | Management of a Complex Organization | | Expertise in Our Industries and End Markets | | Technology, R&D, and Innovation | | | Operations | | Commercial Strategy | | Global Perspective |

  44. How We Evaluate the Board’s Effectiveness

    | 40 | CORNING 2025 PROXY STATEMENT |

  45. How We Evaluate the Board’s Effectiveness

    | | | Committees • Audit (Chair) • Information Technology | | 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. |

  46. How We Evaluate the Board’s Effectiveness

    | Pamela J. Craig Director Since 2021. Age 68. 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 Governance Experience | | Finance and Accounting | | Enterprise and Emerging Risk Oversight | | | Operations | | Enterprise and Digital Transformation | | Corporate Development | | | Global Perspective | | | | |

  47. How We Evaluate the Board’s Effectiveness

    | CORNING 2025 PROXY STATEMENT | 41 |

  48. How We Evaluate the Board’s Effectiveness

    | | | 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. |

  49. How We Evaluate the Board’s Effectiveness

    | Robert F. Cummings, Jr. Director Since 2006. Age 75. 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 Governance Experience | | Finance and Accounting | | Enterprise and Emerging Risk Oversight | | | Expertise in Our Industries and End Markets | | Corporate Development | | |

  50. How We Evaluate the Board’s Effectiveness

    | 42 | CORNING 2025 PROXY STATEMENT |

  51. How We Evaluate the Board’s Effectiveness

    | | | Committees • Compensation (Chair) • Nominating and Corporate Governance | | 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. |

  52. How We Evaluate the Board’s Effectiveness

    | Roger W. Ferguson, Jr. Director Since 2021. Age 73. 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, enable 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 Governance Experience | | Finance and Accounting | | Enterprise and Emerging Risk Oversight | | | Government and Regulatory | | Management of a Complex Organization | | Corporate Development | | | Global Perspective | | | | |

  53. How We Evaluate the Board’s Effectiveness

    | CORNING 2025 PROXY STATEMENT | 43 |

  54. How We Evaluate the Board’s Effectiveness

    | | | Committees • Audit • Finance | | Current Public and Investment Company Directorships • None | | Public and Investment Company Directorships Held During the Past 5 Years • None |

  55. How We Evaluate the Board’s Effectiveness

    | Thomas D. French Director Since 2023. Age 65. 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. Mr. French also provides significant experience with respect to the financial controls, risk management approaches, and financial reporting practices of complex global companies. 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 | | | | | | | | Finance and Accounting | | Enterprise and Emerging Risk Oversight | | Expertise in Our Industries and End Markets | | | Commercial Strategy | | Enterprise and Digital Transformation | | Corporate Development | | | Global Perspective | | | | |

  56. How We Evaluate the Board’s Effectiveness

    | 44 | CORNING 2025 PROXY STATEMENT |

  57. How We Evaluate the Board’s Effectiveness

    | | | 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 |

  58. How We Evaluate the Board’s Effectiveness

    | Daniel P. Huttenlocher Director Since 2015. Age 66. Dean, MIT Stephen A. Schwarzman College of Computing Dr. Huttenlocher is the inaugural 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 MIT. 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. As the inaugural Dean of Schwarzman College of Computing, Dr. Huttenlocher plays a pivotal role in the college’s mission to be at the forefront of computer science, artificial intelligence research, and education. He brings to the Board years of research and experience in artificial intelligence and its societal impact. He also provides extensive experience in technology innovation and commercialization, customer experience and software. In addition, his understanding of technical computing deepens our understanding of the cybersecurity landscape. | | | | | | | Top Skills Brought to Our Board | | | | | | | | Public Company Governance Experience | | Enterprise and Emerging Risk Oversight | | Expertise in Our Industries and End Markets | | | Technology, R&D, and Innovation | | Commercial Strategy | | Enterprise and Digital Transformation |

  59. How We Evaluate the Board’s Effectiveness

    | CORNING 2025 PROXY STATEMENT | 45 |

  60. How We Evaluate the Board’s Effectiveness

    | | | Committees • Compensation • 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 |

  61. How We Evaluate the Board’s Effectiveness

    | Kevin J. Martin Director Since 2013. Age 58. Vice President, Public Policy, Meta Platforms, Inc. Mr. Martin is Vice President, 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 Governance Experience | | Enterprise and Emerging Risk Oversight | | Government and Regulatory | | | Expertise in Our Industries and End Markets | | Technology, R&D, and Innovation | | Global Perspective |

  62. How We Evaluate the Board’s Effectiveness

    | 46 | CORNING 2025 PROXY STATEMENT |

  63. How We Evaluate the Board’s Effectiveness

    | | | 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. |

  64. How We Evaluate the Board’s Effectiveness

    | Wendell P. Weeks Director Since 2000. Age 65. 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. He has earned 44 U.S. patents. 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 20 years as Corning’s chief executive officer gives him a unique understanding of Corning’s workforce, business operations, life-changing innovations, customers and end markets. He has proven skill in the development of emerging innovations, new product lines and business models, 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 Governance Experience | | Finance and Accounting | | Enterprise and Emerging Risk Oversight | | | Government and Regulatory | | Management of a Complex Organization | | Expertise in Our Industries and End Markets | | | Technology, R&D, and Innovation | | Operations | | Commercial Strategy | | | Corporate Development | | Global Perspective | | |

  65. How We Evaluate the Board’s Effectiveness

    | CORNING 2025 PROXY STATEMENT | 47 |

  66. How We Evaluate the Board’s Effectiveness

    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 Compensation and Talent Management 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 relative to comparable companies and for a significant portion of director compensation to be stock based. The Compensation and Talent Management Committee’s independent consultant, FW Cook, 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 2024, 62% of annual retainer), which are not settled in shares of common stock until retirement or resignation from the Board, unless the director makes an election prior to the start of the calendar year to receive the RSUs either 1 year, 5 years, or 10 years after the grant date (subject to the Share Ownership Guidelines for directors). 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. As an employee of the Company, Mr. Weeks is not compensated separately for service on the Board or any of its committees. 2024 Director Compensation The following table outlines 2024 director compensation.

  67. How We Evaluate the Board’s Effectiveness

    | Annual Equity Grant | $225,000, comprised of 7,078 restricted stock units (valued as of the grant date) under our 2019 Equity Plan for Non-Employee Directors. The grants are approved by the Board annually at its February meeting and directors joining after the February meeting receive a pro-rated grant for that year. | | Annual Cash Retainer | $110,000. The retainer amount is approved by the Board annually at its February meeting, and directors joining after the February meeting receive a pro-rated retainer for that year. | | Lead Independent Director Additional Cash Compensation | $40,000 | | Committee Chair Additional Cash Compensation | Audit Committee Chair: $25,000 Compensation and Talent Committee Chair: $20,000 Other Committee Chairs: $15,000 | | Committee Member Additional Cash Compensation | Audit Committee Members: $18,000 Compensation and Talent Committee Members: $15,000 Other Committee Members: $10,000 |

  68. How We Evaluate the Board’s Effectiveness

    | 48 | CORNING 2025 PROXY STATEMENT |

  69. How We Evaluate the Board’s Effectiveness

    Director Compensation In 2024, the directors below performed the specified leadership roles:

  70. How We Evaluate the Board’s Effectiveness

    | Name | Leadership Role | | Mr. Clark, retired (January - May) / Dr. Burns (May - December) | Lead Independent Director | | Mr. Landgraf, retired (January - October) / Ms. Craig (October - December) | Audit Committee Chair | | Dr. Rieman (January - October) / Mr. Ferguson (October - December) | Compensation and Talent Management Committee Chair | | Mr. Cummings | Finance Committee Chair | | Mr. Tookes, retired (January - October) / Dr. Burns (October - December) | Nominating and Corporate Governance Committee Chair | | Dr. Wrighton | Information Technology Committee Chair |

  71. How We Evaluate the Board’s Effectiveness

    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 up to $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 2024, all directors except Mr. Brun, Ms. Craig, Mr. Ferguson, and Mr. French were eligible to participate in the program. Directors are also eligible to participate in the Corning Impact and Investment Matching Gifts Program for eligible charitable organizations. This program is available to all active Corning employees and directors. In 2024, the matching gift amount available 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 2025 In February 2025, the Board approved certain changes to director compensation proposed by the Compensation and Talent Management Committee in consultation with the committee’s independent consultant in order to remain competitive. Specifically, the non-employee directors’ annual equity grant increased from $225,000 to $235,000, the annual retainer for the Chair of the Compensation and Talent Management Committee increased from $20,000 to $25,000, and the annual retainer for the Chairs of the Finance, Information Technology, and Nominating and Corporate Governance Committees increased from $15,000 to $20,000.

  72. How We Evaluate the Board’s Effectiveness

    | CORNING 2025 PROXY STATEMENT | 49 |

  73. How We Evaluate the Board’s Effectiveness

    Director Compensation

  74. 2024 DIRECTOR COMPENSATION TABLE

    2024 DIRECTOR COMPENSATION TABLE

  75. 2024 DIRECTOR COMPENSATION TABLE

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Donald W. Blair(4) | $47,769 | $75,024 | $6,750 | $129,543 | | Leslie A. Brun | 143,000 | 225,010 | 0 | 368,010 | | Stephanie A. Burns(5) | 181,615 | 225,010 | 0 | 406,625 | | Richard T. Clark(4) | 64,038 | 75,024 | 0 | 139,062 | | Pamela J. Craig | 143,769 | 225,010 | 5,000 | 373,779 | | Robert F. Cummings, Jr. | 155,000 | 225,010 | 0 | 380,010 | | Roger W. Ferguson, Jr. | 139,615 | 225,010 | 0 | 364,625 | | Thomas D. French | 138,000 | 225,010 | 3,750 | 366,760 | | Deborah A. Henretta | 131,846 | 225,010 | 0 | 356,856 | | Daniel P. Huttenlocher | 130,000 | 225,010 | 0 | 355,010 | | Kurt M. Landgraf(4) | 146,731 | 225,010 | 1,763 | 373,504 | | Kevin J. Martin | 131,154 | 225,010 | 0 | 356,164 | | Deborah D. Rieman | 150,385 | 225,010 | 0 | 375,395 | | Hansel E. Tookes II(4) | 132,372 | 225,010 | 7,500 | 364,882 | | Mark S. Wrighton | 145,000 | 225,010 | 7,500 | 377,510 |

  76. 2024 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 | | (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. Assumptions used in the calculation of these amounts are included in Note 16 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2025. 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 as of December 31, 2024 is shown in the table below. Total stock holdings for directors as of December 31, 2024 are shown in the “Beneficial Ownership of Directors and Officers” table. | | (3) The amounts in this column reflect charitable donation matches made by the Corning Impact and Investment Matching Gifts Program. | | (4) Blair and Clark retired from the Board effective May 2, 2024. Landgraf and Tookes retired from the Board effective November 1, 2024. | | (5) Burns was appointed as Lead Independent Director effective May 2, 2024, following Clark’s retirement. |

  77. 2024 DIRECTOR COMPENSATION TABLE

    The following shows the total number of RSAs, RSUs, and RSU deferrals each Director had outstanding as of December 31, 2024. No options were granted to any Director in 2024, and as of December 31, 2024 no Director had any outstanding options.

  78. 2024 DIRECTOR COMPENSATION TABLE

    | Name | RSAs, RSUs and RSU Deferrals Outstanding at December 31, 2024 | | Donald W. Blair | 75,175 | | Leslie A. Brun | 40,533 | | Stephanie A. Burns | 113,750 | | Richard T. Clark | 32,078 | | Pamela J. Craig | 20,968 | | Robert F. Cummings, Jr. | 241,832 | | Roger W. Ferguson, Jr. | 35,920 | | Thomas D. French | 10,722 | | Deborah A. Henretta | 114,018 | | Daniel P. Huttenlocher | 62,870 | | Kurt M. Landgraf | 193,819 | | Kevin J. Martin | 98,131 | | Deborah D. Rieman | 149,005 | | Hansel E. Tookes II | 135,169 | | Mark S. Wrighton | 107,554 |

  79. 2024 DIRECTOR COMPENSATION TABLE

    | 50 | CORNING 2025 PROXY STATEMENT |

  80. 2024 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.

  81. 2024 DIRECTOR COMPENSATION TABLE

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

  82. 2024 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” on pages 74 and 75, respectively. 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 (Exchange Act) 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, 2024, all Section 16(a) filing requirements were met, except that one Form 4 for Michaune D. Tillman, covering the acquisition of 18,618 shares of common stock, was not timely filed due to an inadvertent administrative error.

  83. 2024 DIRECTOR COMPENSATION TABLE

    | CORNING 2025 PROXY STATEMENT | 51 |

  84. 2024 DIRECTOR COMPENSATION TABLE

    Stock Ownership Information Beneficial Ownership Table The following table shows information as of December 31, 2024, unless otherwise indicated, regarding the beneficial ownership of Corning’s common stock by: (i) each person known to Corning to beneficially own more than 5% of the outstanding shares of Corning’s common stock based solely on Corning’s review of filings with the SEC pursuant to Section 13(d) or 13(g) of the Exchange Act; (ii) each director and nominee; (iii) each named executive officer as described in the section titled “Compensation Discussion & Analysis” beginning on page 54; and (iv) all current directors and executive officers as a group. As of December 31, 2024, 856,222,005 shares of our common stock were issued and outstanding.

  85. 2024 DIRECTOR COMPENSATION TABLE

    | | Shares Directly or Indirectly Owned(1)(2)(3) | Stock Options Exercisable Within 60 Days | RSUs and PSUs 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) | 11.47% | — | — | | Samsung Display Co., Ltd. | — | — | — | 74,000,000(6) | 8.64% | — | — | | BlackRock, Inc. | — | — | — | 60,192,751(7) | 7.03% | — | — | | Leslie A. Brun | 0 | | | 0 | * | 40,533 | 40,533 | | Stephanie A. Burns | 56,888 | | | 56,888 | * | 73,216 | 130,104 | | Pamela J. Craig | 0 | | | 0 | * | 20,968 | 20,968 | | Robert F. Cummings, Jr. | 151,199 | | | 151,199 | * | 177,146 | 328,345 | | Roger W. Ferguson, Jr. | 6,938 | | | 6,938 | * | 35,920 | 42,858 | | Thomas D. French | 0 | | | 0 | * | 10,722 | 10,722 | | Deborah A. Henretta | 25,965 | | | 25,965 | * | 88,053 | 114,018 | | Daniel P. Huttenlocher | 13,910 | | | 13,910 | * | 48,960 | 62,870 | | Kevin J. Martin | 31,506 | | | 31,506 | * | 66,625 | 98,131 | | Deborah D. Rieman | 100,813 | | | 100,813 | * | 49,392 | 150,205 | | Mark S. Wrighton | 66,088 | | | 66,088 | * | 49,241 | 115,329 | | Wendell P. Weeks | 874,281 | 474,609 | 20,973 | 1,369,863 | * | 699,939 | 2,069,802 | | Eric S. Musser | 182,944 | 18,850 | 9,038 | 210,833 | * | 267,189 | 478,022 | | Edward A. Schlesinger | 79,907 | 17,769 | 4,458 | 102,134 | * | 125,503 | 227,637 | | A. Hal Nelson III | 65,429 | 41,857 | 5,374 | 112,660 | * | 119,264 | 231,924 | | Lewis A. Steverson | 16,646 | 0 | 6,725 | 23,371 | * | 210,041 | 233,412 | | John Z. Zhang | 0 | 12,529 | 2,475 | 15,004 | * | 124,315 | 139,319 | | All Directors and Executive Officers as a group (26 persons) | 2,006,466(8)(9) | 669,984 | 67,131 | 2,743,581 | * | 2,778,409 | 5,521,990 |

  86. 2024 DIRECTOR COMPENSATION TABLE

    | * Less than 0.50% | | (1) Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Incentive Stock Plans. | | (2) Includes shares of common stock subject to forfeiture and restrictions on transfer, granted under Corning’s Restricted Stock Plans for non employee directors. | | (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 Weeks, Schlesinger, Musser, Nelson, Steverson and Zhang, and all executive officers as a group, the equivalent of 14,917; 0; 0; 4,880; 0; 0 and 24,045 shares of common stock, respectively. It also holds for the benefit of all employees who participate in the plans the equivalent of 6,537,189 shares of common stock (being .76% of the class). | | (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. | | (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. No Schedule 13G/A has been subsequently filed. | | (6) Reflects shares beneficially owned by Samsung Display Co., Ltd. (Samsung), according to a Schedule 13G/A filed by Samsung with the SEC on November 22, 2024, reflecting ownership of shares as of October 30, 2024. 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 74,000,000 shares and shared voting power and/or shared dispositive power with respect to 0. | | (7) 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. No Schedule 13G/A has been subsequently filed. | | (8) Does not include 18,250 shares owned by the spouses of certain directors and executive officers as to which such directors and executive officers disclaim beneficial ownership. | | (9) As of December 31, 2024, none of our directors or executive officers have pledged any such shares. |

  87. 2024 DIRECTOR COMPENSATION TABLE

    | 52 | CORNING 2025 PROXY STATEMENT |

  88. 2024 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.

  89. 2024 DIRECTOR COMPENSATION TABLE

    | | FOR | Our Board unanimously recommends a vote FOR the approval of our executive compensation as disclosed in this proxy statement. |

  90. 2024 DIRECTOR COMPENSATION TABLE

    | CORNING 2025 PROXY STATEMENT | 53 |

  91. 2024 DIRECTOR COMPENSATION TABLE

    This Compensation Discussion & Analysis (CD&A) presents Corning’s executive compensation for 2024, 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 2024 WERE:

  92. 2024 DIRECTOR COMPENSATION TABLE

    | Named Executive Officer | Role | Years in Role | Years at Corning | | Wendell P. Weeks | Chairman and Chief Executive Officer (CEO) | 20 Years as CEO | 42 years | | Edward A. Schlesinger | Executive Vice President and Chief Financial Officer | 3 Years (7 years as Corporate Controller) | 12 years | | Eric S. Musser | President and Chief Operating Officer | 5 Years (7 years as Executive Vice President) | 39 years | | A. Hal Nelson III | Senior Vice President and General Manager, Automotive, Life Sciences and Solar | 1 year (4 years as SVP & GM, Automotive) | 33 years | | Lewis A. Steverson | Executive Vice President and Chief Legal and Administrative Officer | 5 Years (7 years as Chief Legal Officer) | 12 years | | John Z. Zhang | Senior Vice President and General Manager, Display, Mobile Consumer Electronics and Corning Asia | 1 Year (4 Years as SVP & GM, Display) | 17 years |

  93. 2024 DIRECTOR COMPENSATION TABLE

    We chose to voluntarily disclose six NEOs this year as two of our operational leaders, Mr. Nelson and Mr. Zhang, have the same base salary, PIP target and LTI target. What differentiates the 2024 compensation of Mr. Nelson and Mr. Zhang is determined, in large part, by the performance of the specific businesses for which each leader is responsible, which will vary from year to year. Since either Mr. Nelson or Mr. Zhang could be disclosed as an NEO in any given year due to this dynamic, we felt that it was important to highlight that both play critical roles in our ongoing operational success as well as our future organizational succession planning, and note the relative importance we place on Mr. Nelson and Mr. Zhang regardless of the actual compensation differences attributable to this particular year. CD&A Table of Contents To assist you in finding important information, we call your attention to the following sections of the CD&A:

  94. 2024 DIRECTOR COMPENSATION TABLE

    | 55 | Executive Summary | | 59 | 2024 Performance Overview: Delivering a Successful First Year of Our Springboard Plan | | 63 | 2024 Executive Compensation Program Details for NEOs | | 71 | Compensation Peer Group | | 74 | Compensation Program – Other Governance Matters | | 75 | Compensation and Talent Management Committee Report | | 76 | 2024 Compensation Tables |

  95. 2024 DIRECTOR COMPENSATION TABLE

    | 54 | CORNING 2025 PROXY STATEMENT |

  96. 2024 DIRECTOR COMPENSATION TABLE

    Executive Summary

  97. 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 Compensation Committee are independent ✓ Independent compensation consultant advises the Compensation Committee ✓ History of demonstrated responsiveness to shareholder concerns and feedback, and ongoing commitment to shareholder engagement ✓ Limited and modest perquisites that have a sound benefit to the Company’s business | | 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 |

  98. Employee Benefits and Perquisites

    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 Compensation 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 Compensation Committee establishes annual personal aircraft usage caps under this program (both in absolute dollar value and hours) for each NEO. The established cap for the CEO and Chief Operating Officer (COO) was $170,000 in the case of Mr. Weeks, $162,500 in the case of Mr. Musser, and 100 hours for each. The cap for the other NEOs was approximately three-quarters of the CEO cap or lower. Actual utilization in 2024 fell well below these caps. For additional details, refer to footnotes relating to “All Other Compensation” included with the Summary Compensation Table beginning on page 76. Relocation and Expatriate-Related Expenses: As part of our global mobility program, our policies provide that employees who relocate to another country at our request are eligible for certain relocation and expatriate benefits to facilitate the transition and international assignment. These benefits include moving expenses, allowances for housing and goods and services, and tax assistance. These policies are intended to recognize and compensate employees for incremental costs incurred in connection with moving or with living and working outside of the employee’s home country. The goal of these relocation and expatriate assistance programs is to ensure that employees are not financially advantaged or disadvantaged because of their relocation and/or international assignment, including related taxes. In 2024, Mr. Zhang was eligible for expatriate benefits due to his temporary international assignment to Shanghai, China. These amounts are included in footnote 5, section (iii) to the Summary Compensation Table on page 78. 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 – Severance Agreements” beginning on page 86. Executive Change-in-Control Agreements: The Compensation 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 Compensation 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” beginning on page 88.

  99. Employee Benefits and Perquisites

    | In 2012, the Compensation 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. All NEOs except Mr. Weeks have the new form of agreements, whereas Mr. Weeks has a grandfathered agreement that was entered into prior to July 2004. |

  100. 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

  101. 2024 Compensation Peer Group

    2024 Compensation Peer Group Our 2024 Compensation Peer Group is set forth below. Given the growth of the Company over the past several years, in 2022 the Compensation 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 2024.

  102. 2024 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. | |

  103. 2024 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 GAAP measures, where applicable) versus the Compensation Peer Group is indicated below.

  104. COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP

    COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP

  105. COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP

    | (in millions, except for Employees) | | | Revenue | Total Assets | | | | | Employees | | | | |

  106. COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP

    | 72 | CORNING 2025 PROXY STATEMENT |

  107. 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 $17.5 million, and 75th percentile target total direct CEO compensation was $20.0 million, compared with Corning target total direct CEO compensation of $16.8 million. The Compensation 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.

  108. COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP

    | CORNING 2025 PROXY STATEMENT | 73 |

  109. COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP

    Compensation Program – Other Governance Matters

  110. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation 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 Compensation Committee has retained executive compensation experts from Frederic W. Cook & Co., Inc. (FW Cook). In 2024, FW Cook attended all Compensation Committee meetings. FW Cook advises the Compensation Committee on all matters related to NEO and director compensation and assists the Compensation Committee in interpreting its data and recommendations received from the Company. In 2024, the Company engaged Compensation Advisory Partners LLC (CAP) and Willis Towers Watson (WTW) to assist management and the Compensation Committee with various executive compensation matters and disclosures. The Compensation 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 Compensation Committee did not raise conflicts of interest concerns. FW Cook provides no services to Corning other than the services rendered to the Compensation Committee.

  111. Accounting Implications

    | (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 Chairman and Chief Executive Officer | 2024 | $1,623,754 | $9,175,447 | $0 | $10,389,925 | $0 | $479,310 | $21,686,436 | | | 2023 | 1,580,000 | 11,355,517 | 0 | 1,968,325 | 329,695 | 394,116 | 15,627,653 | | | 2022 | 1,553,077 | 10,661,224 | 0 | 3,479,983 | 0 | 475,185 | 16,169,469 | | Edward A. Schlesinger Executive Vice President and Chief Financial Officer | 2024 | 668,000 | 1,724,762 | 0 | 2,186,503 | 518,513 | 65,814 | 5,163,592 | | | 2023 | 650,000 | 2,056,577 | 0 | 281,601 | 509,115 | 68,921 | 3,566,214 | | | 2022 | 641,085 | 1,232,451 | 0 | 530,850 | 0 | 62,099 | 2,466,485 | | Eric S. Musser President and Chief Operating Officer | 2024 | 955,054 | 3,445,279 | 0 | 4,677,828 | 698,674 | 148,653 | 9,925,488 | | | 2023 | 929,300 | 4,655,565 | 0 | 738,207 | 249,101 | 144,382 | 6,716,555 | | | 2022 | 913,523 | 3,659,339 | 0 | 1,379,649 | 0 | 115,315 | 6,067,826 | | A. Hal Nelson III SVP & GM, Automotive, Life Sciences and Solar | 2024 | 609,615 | 1,647,529 | 0 | 1,834,844 | 395,775 | 32,914 | 4,520,678 | | Lewis A. Steverson Executive Vice President and Chief Legal and Administration Officer | 2024 | 875,408 | 2,756,210 | 0 | 3,329,826 | 363,492 | 81,608 | 7,406,544 | | | 2023 | 851,800 | 3,500,556 | 0 | 608,457 | 702,772 | 96,931 | 5,760,516 | | | 2022 | 837,369 | 3,007,811 | 0 | 1,083,552 | 0 | 198,904 | 5,127,636 | | John Z. Zhang SVP & GM, Display, MCE, and Asia | 2024 | 609,615 | 1,647,529 | 0 | 2,001,406 | 332,286 | 1,700,436 | 6,291,272 |

  112. Accounting Implications

    | Named Executive Officer | 2024 Present Value of Pension Benefits ($) | 2023 Present Value of Pension Benefits ($) | 2022 Present Value of Pension Benefits ($) | 2021 Present Value of Pension Benefits ($) | | Wendell P. Weeks | $25,476,095 | $26,373,034 | $26,043,339 | $31,472,765 | | Edward A. Schlesinger | 2,550,107 | 2,031,594 | 1,522,479 | -- Not a NEO -- | | Eric S. Musser | 11,460,619 | 10,761,945 | 10,512,844 | 11,147,934 | | A. Hal Nelson III | 6,509,760 | --------------------------------------- Not a NEO -------------------------------------- | | | | Lewis A. Steverson | 4,556,853 | 4,193,361 | 3,490,589 | 3,555,981 | | John Z. Zhang | 2,765,327 | --------------------------------------- Not a NEO --------------------------------------- | | | | Valuation Discount Rate | 5.68% | 5.15% | 5.49% | 2.88% |

  113. 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, for those making voluntary contributions in 2022, 0.5% of plan compensation. 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. Beginning in January 2023 career average participants also receive a cash balance pay credit equal to 2.175% of pay. 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.

  114. Qualified Pension Plan

    | CORNING 2025 PROXY STATEMENT | 83 |

  115. Qualified Pension Plan

    Mr. Weeks and Mr. Musser are earning benefits under the career average earnings formula. Mr. Schlesinger, Mr. Nelson, Mr. Steverson, and Mr. Zhang are earning benefits under the cash balance formula. All the NEOs except Mr. Zhang are eligible to retire under the plan.

  116. Supplemental Pension Plan and Executive Supplemental Pension Plan

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

  117. 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 consolidated financial statements for the year ended December 31, 2024, of our Annual Report on Form 10-K filed with the SEC on February 13, 2025.

  118. Pension Benefits

    | 84 | CORNING 2025 PROXY STATEMENT |

  119. 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 | 42 | $2,021,526 | $0 | | | ESPP | 25(1) | 23,454,569 | 0 | | Edward A. Schlesinger | Qualified Pension Plan | 12 | 206,872 | 0 | | | ESPP | 12 | 2,343,235 | 0 | | Eric S. Musser | Qualified Pension Plan | 39 | 1,574,369 | 0 | | | ESPP | 25(1) | 9,886,250 | 0 | | A. Hal Nelson III | Qualified Pension Plan | 34 | 716,388 | 0 | | | ESPP | 25(1) | 5,793,372 | 0 | | Lewis A. Steverson | Qualified Pension Plan | 12 | 236,873 | 0 | | | ESPP | 12 | 4,319,980 | 0 | | John Z. Zhang | Qualified Pension Plan | 17 | 251,606 | 0 | | | ESPP | 17 | 2,513,721 | 0 |

  120. Pension Benefits

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

  121. 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 2024 calendar year, the NEOs’ eligible earnings and final average compensation were as follows:

  122. Pension Benefits

    | | As of December 31, 2024 | | | Named Executive Officer | Eligible Pension Earnings | Final Average Earnings | | Wendell P. Weeks | $4,080,338 | $4,163,490 | | Edward A. Schlesinger | 1,288,620 | 933,130 | | Eric S. Musser | 2,307,000 | 1,881,274 | | A. Hal Nelson III | 1,118,778 | 924,417 | | Lewis A. Steverson | 1,731,297 | 1,502,548 | | John Z. Zhang | 1,114,465 | 952,526 |

  123. Pension Benefits

    Non-qualified Deferred Compensation The table below shows the contributions, earnings and account balances for the NEOs in the Supplemental Investment Plan. Pursuant to the Company’s Supplemental Investment Plan, the NEOs may choose to defer up to 75% of annual base salary and up to 75% of GoalSharing and PIP cash bonuses. The participant chooses from the same funds available under our Company Investment Plan (401(k)) in which to “invest” the deferred amounts. No cash is 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.

  124. Pension Benefits

    | CORNING 2025 PROXY STATEMENT | 85 |

  125. Pension Benefits

    | Named Executive Officer | Aggregate Balance at January 1, 2024 ($) | Executive Contributions in 2024 ($)(1) | Company Contributions in 2024 ($)(2) | Aggregate Earnings in 2024 ($)(3) | Aggregate Withdrawals/ Distributions in 2024 ($) | Aggregate Balance as of December 31, 2024 ($) | | Wendell P. Weeks | $9,520,735 | $82,841 | $85,257 | $1,285,302 | $0 | $10,974,135 | | Edward A. Schlesinger | 505,574 | 44,372 | 17,891 | 83,586 | 0 | 651,423 | | Eric S. Musser | 0 | 0 | 0 | 0 | 0 | 0 | | A. Hal Nelson III | 492,846 | 47,451 | 19,502 | 59,706 | 0 | 619,505 | | Lewis A. Steverson | 1,636,906 | 0 | 0 | 175,076 | 0 | 1,811,982 | | John Z. Zhang | 3,521,666 | 29,255 | 19,504 | 151,439 | 0 | 3,721,864 |

  126. Pension Benefits

    | (1) Reflects participation in the Supplemental Investment Plan by Weeks, Schlesinger, Nelson, and Zhang in the deferral of a portion of their 2024 base salaries and participation by Schlesinger, Nelson, and Zhang in the deferral of a portion of the bonus received in 2024 for prior year performance. | | (2) Reflects Company match on the Supplemental Investment Plan, which was credited to the account of the Named Executive Officers in 2024. All of these amounts are included in the All Other Compensation column of the Summary Compensation Table (and are also detailed in footnote (5) to that Table). | | (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. |

  127. Pension Benefits

    Arrangements with Named Executive Officers

  128. Change-in-Control Agreements

    | 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 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 54. The following table sets forth the required compensation information for our NEOs, calculated in accordance with SEC regulations, for fiscal years 2024, 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) | | 2024 | $21,686,436 | $40,030,638 | $6,661,515 | $10,798,419 | $189.68 | $211.11 | $506 | $14,469 | | 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 |

  129. Change-in-Control Agreements

    | (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: |