DEF 14A of Corning Inc /Ny
Filed Mar 20, 2026 · FY20250001206774-26-000148
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| | | | | | Expertise in Our Industries and End Markets 7 Directors | Technology, R&D, and Innovation 5 Directors | Operations 3 Directors | Commercial Strategy 5 Directors |
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| | | | | Enterprise and Digital Transformation 4 Directors | Corporate Development 7 Directors | Global Perspective 8 Directors |
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See the section entitled Skills, Competencies, and Characteristics Currently Represented on the Board beginning on page 20 for a description of each skill and competency and matrix of the nominees’ individual strategic skills, core competencies and attributes.
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| CORNING 2026 PROXY STATEMENT | 15 |
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Governance Highlights
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| | | | | BOARD STRUCTURE, INDEPENDENCE AND EFFECTIVENESS |
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| • Engaged Lead Independent Director with clear and comprehensive duties and responsibilities (See page 34) • Annual review of optimal Board leadership structure (See page 33) • Corporate Governance Guidelines require majority Board independence; currently all current directors independent except our Chairman (90%) • All committees except the Executive Committee consisting entirely of independent directors | • Board members with deep experience, skills, and competencies relevant to our business and aligned with our strategic priorities along with multidimensional perspectives from varied backgrounds, skills and experiences • Executive sessions of the independent directors led by the Lead Independent Director at each regular in-person Board meeting without management present • Strong meeting attendance with six Board meetings in 2025 and directors attending 97% of combined Board and applicable committee meetings | • Executive sessions at committee meetings led by independent directors without management present • Annual written Board and committee performance evaluations, including annual interviews with the Chair of the Nominating and Corporate Governance Committee regarding Board composition, performance, effectiveness and areas of focus • Annual review of committee charters, Corporate Governance Principles and related policies |
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| | | | | SHAREHOLDER RIGHTS AND ACCOUNTABILITY |
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| • Annual election of all directors • Proxy access rights whereby eligible shareholders may include director nominees in our proxy statement • Annual advisory vote on executive compensation | • No poison pill • Majority voting standard for directors (in uncontested elections) • One class of voting stock with each share entitled to one vote | • Regular management and director engagement with shareholders on key topics (holders of approximately 56% of shares outstanding contacted during the 2025-2026 proxy season and engagement with holders of approximately 33% of shares outstanding) (See page 64) |
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| | | | | BOARD OVERSIGHT |
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| • Oversight of the Company’s annual capital plan, corporate strategy, succession planning and risk management • Comprehensive and strategic CEO and senior management succession planning • Robust and active Board refreshment process • Key management and rising talent reviewed at an annual talent review | • Director access to experts and advisors, both internal and external as well as senior management • Focus on dynamic strategic oversight of issues impacting our business, including cybersecurity, AI, political activity, and sustainability • Enterprise Risk Management team, including the Company’s Risk Council, internal audit department, and Compliance Council, that regularly reports to the Board | • Comprehensive and dynamic full Board risk oversight, with specific areas of focus overseen by our five independently chaired standing committees: • Audit • Compensation and Talent Management • Finance • Information Technology • Nominating and Corporate Governance |
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| | | | | STRONG CORPORATE GOVERNANCE PRACTICES |
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| • Prohibition of hedging, pledging, or trading in derivatives of the Company’s stock by directors and all employees • Comprehensive clawback policy in accordance with NYSE Listing Standards for executive incentive compensation • Robust annual risk assessment of executive compensation programs, policies and practices • Market-competitive director compensation program designed to support and reinforce governance principles | • Robust Code of Conduct for Directors and Executive Officers, Code of Ethics for Chief Executive Officer and Financial Executives, and Code of Conduct for all employees • Overboarding policy whereby a non-employee director may serve on no more than three other public company boards and an employee director may serve on no more than two other public company boards (absent review and approval by the Nominating and Corporate Governance Committee) | • Well-designed executive compensation program aligned with strategic priorities and reviewed and approved by the Compensation and Talent Management Committee • Robust stock ownership requirements for directors and key executive officers. • Policy of director retirement at the annual meeting of shareholders following the director’s 78th birthday • Current average tenure our Board members is 10 years (See pg. 15) |
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| 16 | CORNING 2026 PROXY STATEMENT |
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Impact of our Values in Action Corning is guided by its core Values, which define our relationship with our stakeholders. These Values – Quality, Integrity, Performance, Leadership, Innovation, Independence and The Individual – are the foundation of who we are. Our Values guide our actions and decisions, as they have for much of our 175-year history. We are always working to leave the world better than we found it. That’s why we lead with our Values, whether in the products we make, the way we make them, or how we treat people and our communities. We believe that our innovations have transformed industries, enhanced people’s lives and addressed some of society’s biggest challenges. In accordance with our Values, we also believe improved, sustainable business practices increase shareholder value, drive performance, strengthen our Company, increase our connection with our shareholders, and help us better serve our customers and the communities in which our employees live and we operate. We embrace these opportunities to deliver value to our shareholders, our employees, our customers, and the wider world. At Corning, we think about our sustainability contributions in two categories: Our handprint – what we enable others to do through our products and services, and our footprint – how our actions directly affect others. Our people and products make a positive difference in the world, and continuous innovation, done our way, is made sustainable through a deeply engrained moral compass and the trust of our stakeholders.
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| HANDPRINT | • Harnessing solar power with a resilient U.S. supply chain. Coming online in 2025, Corning now operates the largest ingot and wafer facility in the United States, delivering secure and transparent solutions that meet rising global energy demand. With a co-located polysilicon source on our Michigan campus, our logistics are measured in minutes, not months, making us resilient to trade disruptions and reducing transportation-related emissions. • Making AI more sustainable. With the rise of AI comes an unprecedented demand for energy from data centers and hyperscaler facilities. Corning® GlassWorks AI™ Solutions, offer a portfolio of products and services to help operators build the dense fiber infrastructure required for data center connectivity. Greater density means more fiber in the same footprint, resulting in a more efficient use of materials. A central product in the portfolio, Contour™ Flow cable, fits double the optical fiber into the same space, allowing operators of intercity networks to reuse existing infrastructure. • Using co-packaged optics to promote data center efficiency. The rise of AI has pushed copper connections in data centers to their limit – creating computational bottlenecks and generating extra heat. Corning’s co-packaged optics technology increases optical fiber’s reach into the server, keeping the data in its optical form until it gets much closer to the GPU or switch. This helps to unlock faster, cheaper, and more energy-efficient data processing. • Helping to make windows less wasteful. Corning is vital in the push for building energy efficiency with our solution for triple- and quadruple-paned windows. Corning® Enlighten™ Glass is an enabling technology for high-performance windows and doors that can significantly enhance the thermal performance, comfort, durability, and aesthetics of built environments. | | FOOTPRINT | • Reworking our packaging to reduce waste. Our Optical Communications business eliminated the use of LDPE polybags to hold coiled cable trunks in boxes by 50% for EMEA data center customers, and eliminated the use of foam inserts for Edge XD, resulting in a reduction of 1 ton of CO2 in EMEA. Additionally, the business achieved a 52% reduction in plastic corrugate reels packaging in NAFTA and EMEA. • Encouraging self-ownership of sustainable process improvements. Competing teams from the Corning Sustainability Network pitched ideas for sustainability projects to raise awareness of innovative process improvements and receive funding for implementation. Researchers from Corning Research Center China in Shanghai won $20,000 to use scrap materials as an energy storage solution, while a team from Corning European Technology Center in France won $5,000 to greatly improve the energy efficiency of their furnaces with new technology. • Broadening our sources of power. In 2025, we expanded the scope of our solar energy supply, including beginning to receive energy from ib vogt’s solar farm in Segovia, Spain, through renewable energy credits and installing solar power panels to supply power for nonprocess equipment at our optical fiber plan in Haikou, China, generating an estimated annual energy savings of 788,000 kWh/year. |
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We also maintain a dedicated website and disclosure hub, that serves as an online repository for our sustainability-related disclosures, guidelines, policies and webpage links. More detail regarding Corning’s approach to environmental, social, governance and human capital matters, and its Values, including our Global Impact Report, can be explored at our Sustainability website, which can be found at https://www.corning.com/worldwide/en/sustainability.html. Our sustainability reporting, website, or other materials accessible thereby are not incorporated by reference into this proxy statement.
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| CORNING 2026 PROXY STATEMENT | 17 |
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Connections in Our Communities Throughout its history, Corning has routinely made contributions to civic, educational, charitable, cultural and other institutions that improve the quality of life and increase the resources of the communities in which we operate, making Corning more attractive to employees. In 2023, we combined our various philanthropic entities into a new consolidated function and center of excellence called Community Impact & Investment. This centralizes our U.S. philanthropic contributions under a single organization, allowing us to maximize our impact in the areas that align most closely with our values and the needs of the communities where we operate. For more information about Corning’s Community Impact & Investment outreach, please see corning.com/worldwide/en/ community-impact-and-investment. Corning’s giving also includes annual contributions to both local and international cultural and educational institutions. Among them, we are proud to support The Corning Museum of Glass (CMOG) – the world’s leading glass museum. Beyond just a key cultural and community hub, CMOG also provides Corning with a unique innovation crucible where our glass scientists and experts collaborate with glass artists and designers to creatively explore the novel properties of glass and innovate new uses in an environment uninhibited by traditional commercial boundaries. Wendell P. Weeks (Chairman, CEO and President) and Edward A. Schlesinger (Executive Vice President and CFO) serve on the CMOG board of trustees. In 2025, Corning provided cash and non-cash contributions of services to CMOG of approximately $35.4 million. Corning provides financial support to the Alternative School for Math and Science (ASMS), a private middle school located in Corning, New York, with an advanced curriculum focused on science and math. Currently, children of Corning employees represent approximately 50% of its enrollment. In 2025, Corning’s non-cash contributions totaled approximately $1.9 million and cash contributions totaled $346,000. Kim Frock Weeks (spouse of Wendell P. Weeks, our Chairman, CEO and President) serves on the ASMS board of trustees and as the executive head of school but receives no salary or benefits in this role.
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| 18 | CORNING 2026 PROXY STATEMENT |
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Proposal 1: Election of Directors for a Term of One Year Corning’s directors are elected annually at each Annual Meeting to hold office for one-year terms until the next Annual Meeting. If elected, each director will serve until their successor has been duly elected and qualified or until the director’s earlier resignation or removal. Corning’s by-laws provide that in any uncontested election of directors, any nominee who receives a greater number of votes cast “FOR” his or her election than votes cast “AGAINST” his or her election will be elected to the Board of Directors. 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, except for Ms. Badani, whose effective date of Board membership was October 7, 2025, were elected by Corning’s shareholders at the 2025 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 the director candidates nominated below has key skills, competencies, and experiences integral to an effective Board, including leadership, character, candor, judgment, analytical skills, ethics and reputation, willingness to engage management and other board members in a constructive and collaborative fashion, capacity to act on behalf of shareholders, and ability and commitment to devote significant time and energy to service on the Board and its committees. Further, the Board believes the combination of backgrounds, skills and experiences reflected in our slate of director nominees creates a Board that is well-equipped to exercise oversight responsibilities for Corning’s shareholders and other stakeholders. Except for Mr. Weeks, our Board is comprised entirely of independent directors. Dr. Burns is our Lead Independent Director.
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| | FOR | Our Board unanimously recommends that shareholders vote FOR all of our director nominees. |
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| CORNING 2026 PROXY STATEMENT | 19 |
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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.
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| 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 all 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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| 20 | CORNING 2026 PROXY STATEMENT |
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| 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 AI carries opportunities and risks for both the Corporation and the world. Directors with experience in business processes, systems, AI, 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 2026 PROXY STATEMENT | 21 |
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Board Skills and Composition Matrix
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| | | | | | | | | | | | | Core Competencies | | | | | | | | | | | | Public Company Governance Experience | | n | n | n | n | n | | n | n | n | | Finance and Accounting | n | n | | n | n | n | n | | | n | | Enterprise and Emerging Risk Oversight | n | n | n | n | n | n | n | n | n | n | | Government and Regulatory | | n | n | | | n | | | n | n | | Management of a Complex Organization | | n | n | | | n | | | | n | | Strategic Skills | | | | | | | | | | | | Expertise in Our Industries and End Markets | n | | n | | n | | n | n | n | n | | Technology, R&D, and Innovation | n | | n | | | | | n | n | n | | Operations | | | n | n | | | | | | n | | Commercial Strategy | n | | n | | | | n | n | | n | | Enterprise and Digital Transformation | n | | | n | | | n | n | | | | Corporate Development | n | n | | n | n | n | n | | | n | | Global Perspective | n | n | n | n | | n | n | | n | n | | Demographics | | | | | | | | | | | | Black / African American | | | | | | n | | | | | | Asian | n | | | | | | | | | | | White / Caucasian | | | n | n | n | | n | n | n | n | | Hispanic / Latino | | | | | | | | | | | | Native American or Alaskan | | | | | | | | | | | | Native Hawaiian / Pacific Islander | | | | | | | | | | | | North African / Middle Eastern | | | | | | | | | | | | Two or more races or ethnicities | | n | | | | | | | | | | LGBTQIA+ | | | | | | | | | | | | Gender | | | | | | | | | | | | Male | | n | | | n | n | n | n | n | n | | Female | n | | n | n | | | | | | | | Board Tenure | | | | | | | | | | | | Years | <1 | 7 | 14 | 4 | 19 | 4 | 2 | 11 | 13 | 25 |
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| 22 | CORNING 2026 PROXY STATEMENT |
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Corning’s Director Nominees
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| | | Committees | | • Information Technology | | • Finance | | Current Public and Investment Company Directorships | | • None | | Public and Investment Company Directorships Held During the Past 5 Years | | • None |
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| Ami Badani Director Since 2025. Age 47. | | Chief Marketing Officer, Arm Holdings plc |
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Ms. Badani is recognized for her leadership at the intersection of AI, semiconductors, go-to-market strategy, and business transformation. As Chief Marketing Officer of Arm, she leads global marketing efforts for one of the world’s premier semiconductor and AI technology companies, accelerating innovation across mobile, data center, automotive and other key emerging sectors. From 2020 to 2023, Ms. Badani was Vice President of Products and Developer Marketing at NVIDIA, where she played an instrumental role in expanding and scaling the company’s data center portfolio into one of its most strategic growth engines. Prior companies include Cumulus Networks, Instart Logic, and Cisco Systems. Prior to NVIDIA, Ms. Badani held various roles in investment banking and asset management at Goldman Sachs and J.P. Morgan, where she developed a strong foundation in financial strategy, capital markets, and investor relations. Experience, Skills, and Qualifications of Particular Relevance to Corning: Ms. Badani’s expertise in strategic marketing, portfolio expansion, and the scaling of transformative technologies aligns with Corning’s longstanding commitment to deliver innovations that serve and shape vital industries. She brings insight into key growth markets for Corning, including in the semiconductor and AI industries, along with functional expertise in go-to-market sales and marketing strategies, geopolitical strategy, and long-term growth planning. Her experience includes driving the expansion of strategic product portfolios and leading both internal corporate strategic transformations and external business combinations. Additionally, Ms. Badani has a strong foundation in financial strategy and capital markets, developed through her work in investment banking and asset management at J.P. Morgan and Goldman Sachs.
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| Top Skills Brought to Our Board | | | | | | | | Expertise in Our Industries and End Markets | | Technology, R&D, and Innovation | | Commercial Strategy | | | Enterprise and Digital Transformation | | Corporate Development | | Global Perspective | | | Finance and Accounting | | Enterprise and Emerging Risk Oversight | | |
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| CORNING 2026 PROXY STATEMENT | 23 |
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| | | Committees | | • Audit | | • Executive | | • Finance | | 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. |
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| Leslie A. Brun Director Since 2018. Age 73. Chairman and Chief Executive Officer, Sarr Group LLC |
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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 director of Broadridge Financial Solutions, Inc., 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.
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| 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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| 24 | CORNING 2026 PROXY STATEMENT |
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| | | Committees | | • Compensation | | • Executive | | • Nominating and Corporate Governance (Chair) | | Current Public and Investment Company Directorships | | • HP Inc. | | Public and Investment Company Directorships Held During the Past 5 Years | | • Kellanova (formerly Kellogg Company) |
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| Stephanie A. Burns Director Since 2012. Age 71. Retired Chairman and Chief Executive Officer, Dow Corning Corporation |
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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. Additionally, her executive experience and subject matter expertise enable her to effectively lead our independent directors and ensure rigorous Board oversight as our Lead Independent Director. 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.
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| 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 |
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| CORNING 2026 PROXY STATEMENT | 25 |
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| | | 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 |
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| Pamela J. Craig Director Since 2021. Age 69. | | Retired Chief Financial Officer, Accenture plc. |
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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.
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| 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 | | | | |
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| 26 | CORNING 2026 PROXY STATEMENT |
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| | | Committees | | • Executive | | • Finance (Chair) | | • Nominating and Corporate Governance | | Current Public and Investment Company Directorships | | • None | | Public and Investment Company Directorships Held During the Past 5 Years | | • W. R. Grace & Co. |
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| Robert F. Cummings, Jr. Director Since 2006. Age 76. | | Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co. |
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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.
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| 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 | | |
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| CORNING 2026 PROXY STATEMENT | 27 |
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| | | Committees | | • Compensation (Chair) | | • Nominating and Corporate Governance | | Current Public and Investment Company Directorships | | • Alphabet, Inc. | | • Klarna Group plc | | Public and Investment Company Directorships Held During the Past 5 Years | | • General Mills, Inc. | | • Blend Labs, Inc. | | • International Flavors & Fragrances, Inc. |
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| Roger W. Ferguson, Jr. Director Since 2021. Age 74. | | Steven A. Tananbaum Distinguished Fellow for International Economics, Council on Foreign Relations |
STRATEGIC SKILLS
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.
STRATEGIC SKILLS
| 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 | | | | |
STRATEGIC SKILLS
| 28 | CORNING 2026 PROXY STATEMENT |
STRATEGIC SKILLS
| | | Committees | | • Audit | | • Finance | | Current Public and Investment Company Directorships | | • None | | Public and Investment Company Directorships Held During the Past 5 Years | | • None |
STRATEGIC SKILLS
| Thomas D. French Director Since 2023. Age 66. | | Senior Partner Emeritus, McKinsey & Company, Inc. |
STRATEGIC SKILLS
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.
STRATEGIC SKILLS
| 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 | | | | |
STRATEGIC SKILLS
| CORNING 2026 PROXY STATEMENT | 29 |
STRATEGIC SKILLS
| | | Committees | | • Finance | | • Information Technology (Chair) | | Current Public and Investment Company Directorships | | • Amazon.com, Inc. | | Public and Investment Company Directorships Held During the Past 5 Years | | • None |
STRATEGIC SKILLS
| Daniel P. Huttenlocher Director Since 2015. Age 67. | | Dean, MIT Stephen A. Schwarzman College of Computing |
STRATEGIC SKILLS
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, AI research, and education. He brings to the Board years of research and experience in AI 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 and the application of AI to research, development, engineering, manufacturing and business applications.
STRATEGIC SKILLS
| 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 |
STRATEGIC SKILLS
| 30 | CORNING 2026 PROXY STATEMENT |
STRATEGIC SKILLS
| | | 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 |
STRATEGIC SKILLS
| Kevin J. Martin Director Since 2013. Age 59. | | Vice President, Public Policy, Meta Platforms, Inc. |
STRATEGIC SKILLS
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.
STRATEGIC SKILLS
| 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 |
STRATEGIC SKILLS
| CORNING 2026 PROXY STATEMENT | 31 |
STRATEGIC SKILLS
| | | Committees | | • Executive (Chair) | | Current Public and Investment Company Directorships | | • Amazon.com, Inc. | | Public and Investment Company Directorships Held During the Past 5 Years | | • None |
STRATEGIC SKILLS
| Wendell P. Weeks Director Since 2000. Age 66. | | Chairman, Chief Executive Officer and President, Corning Incorporated |
STRATEGIC SKILLS
Mr. Weeks has served as the Chief Executive Officer of Corning Incorporated since April 2005, Chairman of the board of directors since April 2007 and President since mid-2025, a role he previously held from 2002-2020. 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.
STRATEGIC SKILLS
| 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 | | |
STRATEGIC SKILLS
| 32 | CORNING 2026 PROXY STATEMENT |
STRATEGIC SKILLS
Board Leadership Structure Our Board leadership structure combines the roles of Chairman and Chief Executive Officer, held by Mr. Wendell P. Weeks, with a Lead Independent Director, Dr. Stephanie A. Burns, and independent committee chairs. Each year, the Board reviews whether this structure continues to serve the best interests of the Company and its shareholders. In February 2026, after conducting that review, the Board unanimously determined that this structure remains the most effective model for Corning.
The Value of Unified Leadership Under Mr. Weeks
The Value of Unified Leadership Under Mr. Weeks The Board believes that combining the Chairman and CEO roles under Mr. Weeks creates meaningful strategic and operational benefits that drive value creation and align with shareholder interests. With more than 40 years at Corning, Mr. Weeks brings vast knowledge of the Company’s diverse businesses, global operations, innovation pipeline, and competitive landscape. His dual role enables him to bridge Board-level strategy and day-to-day execution seamlessly, ensuring that the priorities set in the boardroom translate directly into operational results. It also allows Corning to speak with a single, consistent voice to shareholders, customers, employees, and other stakeholders, a significant advantage in an increasingly complex business environment.
Strong Independent Oversight Led by Dr. Burns
Strong Independent Oversight Led by Dr. Burns This unified leadership is balanced by rigorous independent oversight. As Lead Independent Director, Dr. Burns draws on her experience as former CEO of Dow Corning and her deep technical expertise to lead the independent directors with authority and effectiveness. Together with our independent committee chairs, she ensures that the Board exercises substantive, ongoing oversight of management and Company performance. This independent leadership is reinforced by Corning’s comprehensive set of shareholder-focused corporate governance practices and policies.
A Track Record That Validates the Approach
A Track Record That Validates the Approach The strength of this structure is reflected in results. Under the current leadership framework, Corning has delivered total shareholder returns that significantly exceed those of our industry peers, demonstrating that unified leadership and engaged independent oversight, working together, create tangible value for shareholders.
A Commitment to Flexibility and Ongoing Evaluation
A Commitment to Flexibility and Ongoing Evaluation The Board recognizes that no single leadership model is right for all companies or all circumstances. Our Corporate Governance Guidelines deliberately preserve the Board’s flexibility to adopt the structure that best serves shareholders at each stage of the Company’s evolution. In its annual review, the Board considers a range of factors, including the Company’s strategic priorities and business needs, the composition of the Board and senior management, leadership continuity, and sound succession planning. This disciplined process ensures that the Board’s leadership structure is never static, but is instead regularly evaluated and affirmed or adjusted based on current conditions. The Board believes that Corning’s current leadership structure, unified strategic direction through Mr. Weeks’ combined Chairman and CEO role, paired with the strong independent oversight provided by Dr. Burns and our independent committee chairs, is the structure best positioned to oversee strategic matters and drive long-term value for our shareholders.
A Commitment to Flexibility and Ongoing Evaluation
| CORNING 2026 PROXY STATEMENT | 33 |
A Commitment to Flexibility and Ongoing Evaluation
Strong Lead Independent Director with Clear Duties and Responsibilities
A Commitment to Flexibility and Ongoing Evaluation
| | The Board recognizes that, when the positions of Chairman and CEO are combined, a strong Lead Independent Director with a clearly defined role and set of responsibilities is paramount for constructive and effective leadership. Our Lead Independent Director facilitates Board discussions on key issues and concerns during executive sessions and outside of Board meetings, including leadership succession, risk oversight, financial performance, strategic initiatives, and shareholder engagement. Additionally, our Lead Independent Director seeks to ensure that the independent directors effectively challenge management, including with respect to overseeing risk, maintaining an effective internal controls framework and effectively implementing the Company’s strategy consistent with its risk appetite. | | Dr. Stephanie A. Burns Lead Independent Director | |
A Commitment to Flexibility and Ongoing Evaluation
Dr. Burns has served the role of Lead Independent Director since May 2, 2024 and has served as an independent director of the Board since 2012. She was reappointed Lead Independent Director by the independent directors on February 11, 2026. Dr. Burns’ effectiveness as our independent Board leader stems from multiple strengths: deep knowledge of the Company and its industries, technical expertise from her Ph.D. in organic chemistry, and extensive experience from serving as Chairman, CEO, and President of Dow Corning Corporation as well in roles on other external public company boards. Her background spans global scientific innovation, manufacturing, and commercial management, complemented by service on other public boards. During her Board tenure, Dr. Burns has developed strong working relationships with fellow directors and earned their trust and respect, all essential qualities for independent Board leadership. Dr. Burns chairs the Nominating the Corporate Governance Committee and is a member of the Compensation and Talent Management Committee and the Executive Committee.
A Commitment to Flexibility and Ongoing Evaluation
| Lead Independent Director Authority and Responsibilities | | • Presides at all meetings at which the Chair is not present, including executive sessions of the independent directors (which are held at every Board meeting). • Leads the Board’s oversight of Corning’s strategic priorities and critical risk management processes. • Facilitates regular CEO performance reviews and ongoing management succession planning reviews. • Direct engagement with the Company’s shareholders. • Serves as liaison between the Chair and the independent directors. • Approves Board meeting agendas and schedules. • Approves the type of information to be provided to directors for Board meetings. • Calls meetings of the independent directors when necessary and appropriate. • Meets with the CEO after regularly scheduled Board meetings to provide feedback on the independent directors’ deliberations. • Regularly speaks with the CEO between Board meetings to discuss matters of concern, often following consultation with other independent directors. • Regularly speaks with the Company’s CEO and management regarding governance priorities and practices. • Performs other duties as the Board may designate. |
A Commitment to Flexibility and Ongoing Evaluation
All Board members have direct access to the Lead Independent Director. Further, our Lead Independent Director encourages direct feedback by the directors to the Chairman and CEO on matters discussed during executive session of the independent directors and supplements, or provides directly, that feedback when appropriate. In 2025, the independent members of the Board met in executive session at every Board meeting. In executive sessions, our independent directors engage in candid discussions covering company strategy, executive performance, succession planning, risk oversight, corporate governance, and other critical issues to ensure objective and effective oversight in the best interests of our shareholders.
A Commitment to Flexibility and Ongoing Evaluation
| 34 | CORNING 2026 PROXY STATEMENT |
A Commitment to Flexibility and Ongoing Evaluation
Board Committees As of the date of this filing, the Board has 10 directors and the following six committees: (1) Audit Committee; (2) Compensation and Talent Management Committee; (3) Executive Committee; (4) Finance Committee; (5) Information Technology Committee; and (6) Nominating and Corporate Governance Committee. Each of our committees operates under a written charter adopted by the Board except the Executive Committee, which operates pursuant to Corning’s by-laws. The committee charters and the by-laws are available on our website at investor.corning.com/investor-relations/governance/overview/default.aspx. Each committee reviews and reassesses the adequacy of its charter annually, conducts annual evaluations of its performance with respect to its duties and responsibilities as laid out in the charter, and reports regularly to the Board with respect to the committee’s activities. Additionally, the Board and each committee has the authority to retain outside advisors as the Board and/or each committee deems necessary. Each committee (other than Executive) is chaired by, and entirely composed of, independent directors. Board committee membership is set forth below. “C” denotes Chair of the committee.
A Commitment to Flexibility and Ongoing Evaluation
| Board Committees | | | | | | | | | | | | Audit | | n | | C | | | n | | | | | Compensation and Talent Management | | | n | | | C | | | n | | | Executive | | n | n | | n | | | | | C | | Finance | n | n | | | C | | n | n | | | | Information Technology | n | | | n | | | | C | | | | Nominating and Corporate Governance | | | C | | n | n | | | n | |
A Commitment to Flexibility and Ongoing Evaluation
| (1) On February 11, 2026 the Board appointed Mr. Brun to the Finance Committee and Mr. Brun stepped down from his role on the Compesnation and Talent Management Committee, where he had served since 2018. |
A Commitment to Flexibility and Ongoing Evaluation
| CORNING 2026 PROXY STATEMENT | 35 |
A Commitment to Flexibility and Ongoing Evaluation
Corning’s Board of Directors met six times in 2025. Its committees, the number of meetings, and their functions are as follows:
A Commitment to Flexibility and Ongoing Evaluation
| Committee | Primary Responsibilities | | Audit(1) Number of Meetings in 2025: 9 | • Assists the Board of Directors in its oversight of (i) the integrity of Corning’s financial statements, (ii) the independent registered public accounting firm and (iii) Corning’s compliance with legal and regulatory requirements • Approves the appointment of Corning’s independent registered public accounting firm, oversees the firm’s qualifications, independence and performance, and determines the appropriateness of fees for the firm • Reviews the effectiveness of Corning’s internal control over financial reporting, including disclosure controls and procedures • Reviews the results of Corning’s annual audit and quarterly and annual financial statements • Regularly reviews our enterprise risk management program; monitors legal and regulatory risks by regular discussions with management; evaluates potential risks related to accounting, internal controls over financial reporting and tax planning | | Compensation and Talent Management(2) Number of Meetings in 2025: 6 | • Approves Corning’s goals and objectives with respect to executive compensation and talent management strategies • Evaluates the CEO’s performance in light of Corning’s goals and objectives • Recommends to the Board compensation for the CEO and approves compensation for other elected officers and senior executives • Recommends to the Board the compensation arrangements for all non-employee directors, elected officers and other key executives • Oversees Corning’s equity compensation plans and makes recommendations to the Board regarding incentive plans • Monitors potential risks related to the design and administration of compensation plans and policies, and benefits and perquisites plans and policies, including performance-based compensation programs, to promote appropriate incentives in line with shareholder interest that do not promote excessive risk-taking • Reviews items related to the Company’s workforce management programs | | Executive Number of Meetings in 2025: 4 | • Serves primarily as a means of taking action requiring Board approval between regularly scheduled meetings of the Board, and is authorized to act for the full Board on matters other than those items specifically reserved by New York law to the Board | | Finance Number of Meetings in 2025: 6 | • Reviews all potential material transactions, including mergers, acquisitions, divestitures and investments in third parties • Reviews capital expenditure plans and capital projects • Monitors Corning’s short- and long-term liquidity • Reviews Corning’s tax position and strategy • Reviews and recommends for approval by the Board declaration of dividends, stock repurchase programs, and short- and long-term financing transactions • Monitors strategic risks related to financial affairs, including capital structure and liquidity risk, transaction execution risk, credit and counterparty risk, market risk, and foreign exchange risk; reviews the policies and strategies for managing financial exposure and contingent liabilities |
A Commitment to Flexibility and Ongoing Evaluation
| 36 | CORNING 2026 PROXY STATEMENT |
A Commitment to Flexibility and Ongoing Evaluation
| Committee | Primary Responsibilities | | Information Technology Number of Meetings in 2025: 5 | • Provides oversight of the Company’s information technology strategy and digital enablement and related investments, including the enterprise resource planning activities • Monitors the effectiveness of, and risks related to, information technology systems; data integrity and protection; information security and cybersecurity programs (which are on the agenda at each committee meeting); AI across the enterprise including the use of AI for scientific discovery, research and development, manufacturing and other applications; disaster recovery capabilities and IT business interruption plans | | Nominating and Corporate Governance(3) Number of Meetings in 2025: 5 | • Determines the criteria for selecting and assessing director nominees, identifies individuals qualified to become Board members, reviews candidates recommended by shareholders, and recommends to the Board director nominees to be proposed for election at the annual meeting of shareholders • Monitors significant developments in the regulation and practice of corporate governance • Monitors potential risks related to governance practices by reviewing succession plans and performance evaluations of the Board and CEO, monitoring legal developments and trends regarding corporate governance practices, and evaluating related party transactions • Assists the Board in assessing the independence of directors and reviews transactions between Corning and related persons that are required to be disclosed in our filings with the SEC • Identifies Board members to be assigned to the various committees • Oversees and assists the Board in the review of the Board’s performance • Reviews activities of Board members and senior executives for potential conflicts of interest • Oversees policies on significant corporate environmental, social and governance issues and reviews related objectives and practices • Oversees dealings with governmental bodies and public policy formulation |
A Commitment to Flexibility and Ongoing Evaluation
| (1) The Board of Directors has determined that each member of the Audit Committee satisfies the applicable audit committee independence requirements of the New York Stock Exchange (NYSE) and the SEC. The Board has also determined that each member of our Audit Committee is financially literate and that each is an “audit committee financial expert” within the meaning of the applicable SEC rules. | | (2) The Board of Directors has determined that each member of the Compensation and Talent Management Committee satisfies the applicable compensation committee independence requirements of the NYSE and the SEC. | | (3) The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee satisfies the independence requirements of the NYSE. |
A Commitment to Flexibility and Ongoing Evaluation
Board Composition and Refreshment Our Board is responsible for the oversight and success of our Company. We believe that our Board operates most effectively by leveraging its broad range of experience, skills, and knowledge to understand the risks and opportunities of, our short-, medium-, and long-term strategies. As such, our Board seeks to implement a dynamic boardroom culture that encourages independent thought as well as intelligent debate on critical matters to achieve a higher level of success for the Company and our investors. To achieve this result, we seek to maintain a mix of directors who bring strong leadership, distinct perspectives, and a broad range of skills and depth of experience aligned with the Company’s strategic priorities. A supermajority of independent directors ensures robust debate and challenged opinions in the boardroom, while a range of perspectives and expertise contributes to a wide range of views. Ongoing Board Refreshment Continuing to successfully execute on our ongoing Board refreshment strategy remains a key priority for our Board. We believe that aligning the skills and competencies of our Board with the Company’s strategic priorities maximizes value for our shareholders.
A Commitment to Flexibility and Ongoing Evaluation
| CORNING 2026 PROXY STATEMENT | 37 |
A Commitment to Flexibility and Ongoing Evaluation
Our Board seeks to operate with the highest degree of effectiveness, providing dynamic oversight of the Company’s evolving strategies and continued growth arc, and believes a deeply experienced and multidimensional board enhances decision-making, ensuring the widest range of opinions and viewpoints are expressed in the boardroom. To this end, the Board seeks highly qualified candidates with varied backgrounds, skills and experiences, including appropriate financial, industry and other expertise relevant to the Company’s business and strategy, in accordance with its Corporate Governance Guidelines. The Board also believes it is desirable to maintain a mix of longer-tenured, experienced directors that have developed increased knowledge and insight into the Company’s operations, and newer directors with fresh perspectives and new ideas, and will take this into consideration as part of its refreshment efforts. As part of our broader refreshment efforts, Dr. Stephanie A. Burns was appointed Lead Independent Director by the independent directors of the Board effective May 2, 2024 and continues to serve in the role. Most recently, on February 11, 2026, Dr. Burns was reappointed as Lead Independent Director by the independent directors of the Board as a result of our Board’s annual review process. As described in more detail beginning on page 34, Dr. Burns’ strong and productive working relationships with her fellow directors and her dynamic experience and leadership has enhanced Board oversight, decision-making, and engagement during her tenure. Additionally, the Board recently refreshed its committee membership and leadership roles, including the Board’s appointment of new chairs of the Compensation and Talent Management Committee, Nominating and Corporate Governance Committee, and Audit Committee. These new chairs have brought fresh perspectives and insights to the committees they lead. In 2025, as part of this ongoing effort to maintain a vital and engaged boardroom today and into the future, the Board welcomed Ami Badani as its newest director. Ms. Badani is recognized for her leadership at the intersection of AI, semiconductors, go-to-market strategy, and business transformation. The Board believes that her expertise in strategic marketing, portfolio expansion and the scaling of transformative technologies aligns with Corning’s longstanding commitment to deliver innovations that serve and shape vital industries. Her impressive combination of skills, experiences and personal qualities will serve our shareholders, the Company and our Board well now and in the years ahead. With the addition of Ms. Badani, we have added four new independent directors in the last five years, with seven director retirements over the last two years, bringing our Board size to 10 directors. Consistent with the Board’s broader assessment of its focus and alignment with our strategic needs, the Nominating and Corporate Governance Committee has determined the appropriate Board size for our Company is between 9 and 12 directors. The Committee prioritizes decision-making efficiency, ease of communication, and the capacity to focus on strategic oversight matters in determining optimal board size. The Committee will continue to weigh these factors as it continues to evaluate additional highly qualified, multifaceted candidates pursuant to the Committee’s robust assessment process and criteria further described below. Considerations for Nomination or Re-nomination Our Nominating and Corporate Governance Committee appreciates the importance of critically evaluating individual directors and their contributions to our Board both when identifying new director candidates and in connection with annual re-nomination decisions. Annual Board and director self-assessments are utilized both to help identify skills and experiences sought in future candidates and as determinants in a director’s re-nomination and tenure. All incumbent director nominees complete questionnaires annually to update and confirm their background, qualifications and skills, and to identify any potential conflicts of interest. When identifying prospective director nominees or making re-nomination decisions, the Nominating and Corporate Governance Committee considers those factors most relevant to the Company’s needs and also considers each individual in the context of the Board’s composition as a whole, with the objective of recruiting and recommending a slate of director nominees who can best sustain the Company’s success and represent shareholders’ interests through sound judgment and informed decision-making aligned with our strategic priorities. Key factors include relevant knowledge and experience, range of background and experience, and expertise in certain strategic skills and core competencies, including public company governance experience, finance and accounting acumen, enterprise and emerging risk management experience, government and regulatory experience, experience in management of a complex organization, knowledge of our industries and end markets, experience in technology, R&D, and innovation, knowledge of operations, commercial strategy experience, enterprise and digital transformation experience, corporate development experience, and a global perspective. The Committee also
A Commitment to Flexibility and Ongoing Evaluation
| 38 | CORNING 2026 PROXY STATEMENT |
A Commitment to Flexibility and Ongoing Evaluation
assesses personal qualities of leadership, character, candor, judgment, analytical skills, ethics and reputation, willingness to engage management and other board members in a constructive and collaborative fashion, and the ability to act on behalf of shareholders. While the Board believes director participation on other public company boards adds additional depth to our governance and risk oversight practices, the Board also expects that a director’s other commitments will not interfere with his or her duties as a Company director. The Nominating and Corporate Governance Committee assesses directors’ time commitment to the Board throughout the year, including through the annual formal self-evaluation process and prior to the annual renomination of currently serving directors. The Nominating and Corporate Governance Committee and the Board take into account the nature and extent of a director’s other commitments when determining whether to nominate that individual for election or re-election. Under the Company’s Corporate Governance Guidelines, absent review and approval by the Nominating and Corporate Governance Committee, non-employee directors should not serve on more than three public company boards in addition to the Company’s Board (for a total of four public company boards), and an employee director should not serve on more than two public company boards in addition to the Company’s Board (for a total of three public company boards). How We Evaluate the Board’s Effectiveness
A Commitment to Flexibility and Ongoing Evaluation
| | Individual Director Interviews | | The Chair of the Nominating and Corporate Governance Committee annually interviews each director and solicits feedback regarding the Board’s composition, performance, effectiveness and areas of potential enhancement. Topics covered include: | | | | The effectiveness of the Board’s leadership structure and the Board committee structure; | | | Board skills, competencies, and perspectives, including how Board composition aligns with the Company’s strategic priorities, and related succession planning; | | | Board culture and dynamics, including the effectiveness of discussion and debate at Board and committee meetings; | | | The quality of Board and committee agendas and the appropriateness of Board and committee priorities; and | | | Board/management dynamics, including management development and succession planning and the quality of management presentations and information provided to the Board and committees. | | | | | | Discussion of Results | | The Chair reviews the interview responses with the chairs of each committee and then meets with the full Board to discuss the findings from the evaluation. | | | | | | | Use of Feedback | | The Board and each of its committees develops plans to take actions based on the results, as appropriate. Over the past several years, this evaluation process has contributed to various refinements in the way the Board and the committees operate, including: | | | | Increasing focus on our ongoing Board refreshment strategy, including reassessing our Board composition in the context of our evolving strategic priorities and related Board succession planning; | | | Resizing our Board as part of our ongoing Board refreshment to enhance focus on critical strategic matters and increase decision making efficiency; | | | Refreshing our Board committee membership and leadership, including the Board’s appointment of new chairs of the Compensation and Talent Management Committee, Nominating and Corporate Governance Committee, and Audit Committee as well as its dissolution of the Corporate Responsibility and Sustainability Committee; and | | | Creating the Information Technology Committee to focus on the Company’s technology strategy and digital investments, and to oversee information security, cybersecurity and AI policies and programs. |
A Commitment to Flexibility and Ongoing Evaluation
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.
A Commitment to Flexibility and Ongoing Evaluation
| CORNING 2026 PROXY STATEMENT | 39 |
A Commitment to Flexibility and Ongoing Evaluation
Director candidates recommended by shareholders in the manner described beginning on page 105 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 2027 Annual Meeting” on page 105 of this proxy statement. Director Independence Our Corporate Governance Guidelines require a majority of our directors to be independent. Currently, the Board is comprised solely of independent directors other than the CEO (90%), and 100 percent of the Audit, Compensation and Talent Management, Finance, Information Technology and Nominating and Corporate Governance Committee members are independent. 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 2023 between Corning and entities associated with our independent directors or members of their immediate family. The Board also reviewed information about each director’s business and personal activities as they may relate to Corning and Corning’s management. It considered that each of Ms. Badani, Mr. Brun, Mr. Ferguson, 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
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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 2025 that required disclosure under this policy or under relevant SEC rules. Compensation and Talent Management Committee Interlocks and Insider Participation Dr. Burns, Mr. Brun, Mr. Ferguson, and Mr. Martin, as well as one director, Dr. Rieman, who retired effective May 1, 2025, served on the Compensation and Talent Management Committee during 2025. No member of the Compensation and Talent Management Committee that served during 2025 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 2025 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 2025 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.
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| CORNING 2026 PROXY STATEMENT | 41 |
A Commitment to Flexibility and Ongoing Evaluation
Our Board’s Role and Responsibilities Our Board bears the responsibility for the oversight of the Company and its management team on behalf of our shareholders in order to ensure long-term value creation. In that regard, the primary responsibilities of our Board include, but are not limited to (i) oversight of the Company’s corporate strategy, including strategic objectives for the Company’s businesses, (ii) ongoing succession planning and talent management, and (iii) oversight of risk management, including overseeing the development of the Company’s risk appetite. The Board fulfills these responsibilities through its committees as well as with direct oversight of management. This approach allows the Board to draw upon the experience and judgment of all directors in understanding and overseeing the Company’s risks and opportunities. Oversight of Corporate Strategy One of the Board’s foremost responsibilities is overseeing management’s establishment and execution of its corporate strategy. At least annually, management reviews the overall corporate strategy and key strategic risks with the Board. Throughout the year, the Board monitors progress against the strategic plan to ensure alignment with long-term objectives. Our senior management team regularly reviews developments, including operational and financial performance, against the Company’s strategic framework at Board meetings and provides updates between regularly-scheduled sessions, as necessary. Management Succession Planning Our Board ensures that Corning has the right management team in place to pursue our strategies successfully. The entire Board oversees management succession planning, with our Lead Independent Director facilitating ongoing review and with Board approval of succession and management development plans for the CEO and senior management. The goal of this ongoing process is to maximize the pool of internal candidates able to assume top management positions with minimal business interruption. At every 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. Succession planning remains a cornerstone of the Board’s governance oversight, resulting in the elevation of highly qualified leaders to key executive roles, including the appointments of internal candidates as Chief Financial Officer, Chief Technology Officer, and Chief Human Resources Officer, and accomplished external candidates as Chief Digital and Information Officer and Senior Vice President and General Counsel. In early 2025, we announced the retirement of our long-time President and Chief Operating Officer, Eric Musser, and the appointment of A. Hal Nelson III as Executive Vice President and Chief Operating Officer, which was part of a long-term succession planning process that helped facilitate an orderly and successful transition. Further, the Board appointed Lewis A. Steverson as Vice Chairman in addition to his responsibilities as Executive Vice President and Chief Legal and Administrative Officer, and John Z. Zhang as Executive Vice President and Chief Corporate Development Officer, expanding his leadership of our Display, Specialty Materials, and Life Sciences businesses. These actions underscore the Board’s proactive approach to talent development and succession, leveraging Corning’s deep leadership bench to ensure continuity, operational excellence, and sustained value creation for our customers, shareholders, and broader stakeholder community. Workforce Management Corning’s talented and dedicated workforce of approximately 67,200 full-time employees is central to our success, and the Board is committed to fostering a workplace culture rooted in our core Values, where every individual is respected, valued, recognized, and supported. The Compensation and Talent Management Committee provides consistent oversight of employee development, compensation, and talent management programs, ensuring alignment with our strategic objectives and commitment to attracting, retaining, and developing top talent. As part of our robust governance practices, the Committee also reviews the detailed results of our Voice to Action Survey, which gives employees an important platform to share feedback on leadership, engagement, work environment, risk management, career growth, and well-being. Last year, more than 88% of employees participated in the survey, contributing to an impressive three percentage point increase in engagement compared to the prior year and reaffirming our ongoing commitment to understanding and responding to the needs and aspirations of our workforce in support of long-term value creation for our stakeholders.
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We prioritize the well-being of our people, and our Total Rewards package includes a range of offerings designed to support the health, wealth, and growth of our employees, including comprehensive healthcare and wellness programs, competitive salaries and retirement plans, and opportunities for professional development. We employ people at all career stages with varied backgrounds and we invest in the further development of our employees through training, apprenticeship programs, leadership development plans and tuition assistance among other professional development programs and practices. Last year, more than 20,000 employees participated in our Leadership Essentials training program, and numerous employees participated in regional mentorship programs. We believe this employee development makes us more competitive and assists with leadership succession planning throughout the Company. 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 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:
A Commitment to Flexibility and Ongoing Evaluation
| • | 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. |
A Commitment to Flexibility and Ongoing Evaluation
To learn more about key 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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Risks associated with current business status or strategic alternatives, including traditional enterprise risk as well as newly emerging and 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. While these periodic reports provide the Board with a regular comprehensive perspective of our key enterprise risks, specific risks are highlighted and discussed in connection with each matter brought to the Board or its committees in the ordinary course. 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
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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. 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 Corning’s Board oversees 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 trends, risks and their related impacts, 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 Our Board and management team understand the business of technology and have experience driving innovation and product development, and believe that AI carries significant opportunity and risk for the Company and the world. As such, our Board oversees the Company’s governance of AI and related risks, including the use of AI for scientific discovery, research and development, manufacturing, and other applications. Monitoring AI risk 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, AI, and enterprise digital transformation. Senior leadership, including the CDIO, further discuss relevant aspects of our AI strategy regularly with the Board. 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 AI and machine learning technology in a way that is safe and secure, and aligns with Corning’s Code of Conduct, Values, and other policies. Government Affairs Corning participates in public policy advocacy at the state federal, and international levels as a component of responsible business conduct. The Board recognizes that involvement in legislative, regulatory, and political processes is an important way to uphold our Values, support sound public policy, foster market innovation, promote fiscal responsibility, and maintain a constructive regulatory environment for our industries. The Nominating and Corporate Governance Committee has primary oversight of Corning’s political contributions and related activities. Our Senior Vice President, Government Affairs, along with other senior management, reports regularly to the Committee and the Board regarding the Company’s political activities, to ensure appropriate risk assessment, management, and oversight. For more information regarding our policies and disclosures with respect to political activity, please refer to page 48. Sustainability 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, including environmental and climate-related, social and governance matters, while our Compensation and Talent Management
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| CORNING 2026 PROXY STATEMENT | 45 |
A Commitment to Flexibility and Ongoing Evaluation
Committee oversees human capital management and culture matters, and other committees oversee sustainability matters that fall within their scope. The relevant 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. 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.
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| Director Orientation All new directors participate in our director orientation program. The program is led 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. | | Management Briefings 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 industries. | 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 AI, 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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Compensation Risk Analysis
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| Corning does not use compensation policies or practices that create risks that are reasonably likely to have a material adverse effect on the Company. |
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Annually, the Compensation and Talent Management Committee instructs Frederic W. Cook & Co., Inc. (FW Cook), the committee’s independent consultant, 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, 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:
A Commitment to Flexibility and Ongoing Evaluation
| • | 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. |
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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 risk-taking. Board and Shareholder Meeting Attendance The Board of Directors met six times in 2025. Attendance at Board and committee meetings averaged 97% in 2025, and each incumbent director nominee attended 100% 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 then-serving directors attended our 2025 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 2026 PROXY STATEMENT | 47 |
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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 2025. Lobbying and Political Contributions Policy We post disclosures concerning our political and lobbying activities as well as information regarding our trade association memberships and the Company’s oversight of these activities, as well as a link to Corning’s Lobbying and Political Contributions Policy, on our corporate website at investor.corning.com/investor-relations/governance/political-contributions/default.aspx. Additionally, while Corning encourages employees to participate in the political process on a personal basis, 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. 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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Director Compensation The Compensation and Talent Management Committee sets director compensation at levels that ensure our directors are paid competitively 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. In addition to our objective to pay competitively we also intend 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 our objectives, 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 significant portion of the directors’ compensation is paid as an annual equity grant of restricted stock units (in 2025, 2.1x the annual cash 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. 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. As an employee of the Company, Mr. Weeks is not compensated separately for service on the Board or any of its committees. The following table outlines 2025 director compensation:
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| Annual Equity Grant | $235,000. We issued 4,519 restricted stock units (valued as of the grant date at approximately $235,000) 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 or retiring prior to the end of the year receive a prorated 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 or retiring prior to the end of the year receive a prorated retainer for that year. | | Lead Independent Director Additional Cash Compensation | $40,000 | | Committee Chair Additional Cash Compensation | Audit Committee and Compensation and Talent Management Committee Chairs: $25,000 Other Committee Chairs: $20,000 | | Committee Member Additional Cash Compensation | Audit Committee Members: $18,000 Compensation and Talent Management Committee Members: $15,000 Other Committee Members: $10,000 |
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The following table reflects our 2025 committee leadership:
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| Name | Leadership Role | | Dr. Burns | Lead Independent Director | | Ms. Craig | Audit Committee Chair | | Mr. Ferguson | Compensation and Talent Management Committee Chair | | Mr. Cummings | Finance Committee Chair | | Dr. Burns | Nominating and Corporate Governance Committee Chair | | Dr. Wrighton (January – May) / Dr. Huttenlocher (May – December) | Information Technology Committee Chair |
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The following table reflects our 2025 director compensation:
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| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Ami Badani(4) | $32,500 | $58,772 | $0 | $91,272 | | Leslie A. Brun | 151,750 | 235,033 | 0 | 386,783 | | Stephanie A. Burns | 205,000 | 235,033 | 0 | 440,033 | | Pamela J. Craig | 163,000 | 235,033 | 7,500 | 405,533 | | Robert F. Cummings, Jr. | 160,000 | 235,033 | 0 | 395,033 | | Roger W. Ferguson, Jr. | 160,000 | 235,033 | 0 | 395,033 | | Thomas D. French | 138,000 | 235,033 | 3,750 | 376,783 | | Deborah A. Henretta(5) | 46,000 | 78,379 | 0 | 124,379 | | Daniel P. Huttenlocher | 143,333 | 235,033 | 0 | 378,366 | | Kevin J. Martin | 135,000 | 235,033 | 0 | 370,033 | | Deborah D. Rieman(5) | 45,000 | 78,379 | 0 | 123,379 | | Mark S. Wrighton(5) | 50,000 | 78,379 | 0 | 128,379 |
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 |
Employee Benefits and Perquisites
bonuses. Long-term cash or equity incentives are not included and do not affect retirement benefits. Executives must have at least ten years of service to be vested under this plan. As of December 31, 2025, all NEOs meet the ten-year vesting requirement. While we seek to maintain well-funded qualified retirement plans, we do not fund our non-qualified retirement plans. For additional details of the ESPP benefits and plan features, please refer to the section entitled “Retirement Plans” beginning on page 84. Executive Physical and Wellness: All executives are eligible for an annual physical exam in addition to wellness programs sponsored by Corning for all employees. The cost of the physical is reported under perquisites in the Summary Compensation Table. 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 personal utilization in 2025 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 77. 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 2025, 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 beginning on page 77. Executive Severance: We have entered into severance agreements with each NEO. The severance agreements provide clarity for both Corning and the executive if the executive’s employment terminates. By having an agreement in place, we avoid the uncertainty, negotiations and potential litigation that may otherwise occur in the event of termination. The agreements are competitive with market practices at many other large companies and are helpful in retaining senior executives. Additional details can be found under “Arrangements with Named Executive Officers – Severance Agreements” beginning on page 87. 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 89.
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. |
Employee Benefits and Perquisites
Compensation Peer Group Corning is a diversified technology company with five reportable business segments. Most of our businesses do not have U.S. public company peers. Most of our businesses compete with non-U.S. companies in Asia and Europe, or privately held companies that do not provide comparable executive compensation disclosure and, while such businesses may be a competitor to one of our businesses, are not appropriate peers to our Company as a whole. In attempting to identify peer companies for compensation purposes, Corning must look to globally diversified companies or innovation companies in other industries to find organizations of similar size and complexity (when viewed in terms of revenues, net income, market capitalization, assets and number of employees). These companies, and not competitors to our individual businesses, are those included in our Compensation Peer Group.
2025 Compensation Peer Group
2025 Compensation Peer Group Our 2025 Compensation Peer Group is set forth below. 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. In 2025, Juniper Networks, Inc. was replaced by Hewlett Packard Enterprise (HPE) in our Compensation Peer Group as a result of HPE’s acquisition of Juniper Networks, Inc. in mid-2025. Performance data for both Juniper Networks, Inc. and HPE are excluded given that each company was a peer for part of the year.
2025 Compensation Peer Group
| 3M Company | Cummins Inc. | Honeywell International Inc. | PPG Industries, Inc. | | Advanced Micro Devices, Inc. | Danaher Corporation | Illinois Tool Works, Inc. | QUALCOMM, Inc. | | Agilent Technologies, Inc. | Dover Corporation | IQVIA Holdings, 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 | Hewlett Packard Enterprise | Net App, Inc. | |
2025 Compensation Peer Group
| CORNING 2026 PROXY STATEMENT | 73 |
2025 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.
2025 Compensation Peer Group
| COMPARISON, CORNING VERSUS COMPENSATION PEER GROUP | | | (in millions, except for Employees) | | | REVENUE | TOTAL ASSETS | | | | | EMPLOYEES | | | | |
2025 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 $19.2 million, and 75th percentile target total direct CEO compensation was $24.1 million, compared with Corning target total direct CEO compensation of $18.2 million. The Compensation Committee deems this market position for CEO pay to be appropriate given (a) Mr. Weeks’ strong performance in managing the complexity of the Company and (b) his years of experience in the role. Beyond the CEO, external data serves as a reference point, with internal equity and individual performance and impact being more important considerations in establishing a base salary and target total direct compensation for the other NEOs.
2025 Compensation Peer Group
| 74 | CORNING 2026 PROXY STATEMENT |
2025 Compensation Peer Group
Compensation Program – Other Governance Matters
Role of Compensation Consultant
Role of Compensation Consultant The Compensation Committee has sole authority to retain and terminate its compensation consultant and approve the consultant’s fees and all other terms of engagement. Since 2014, the Compensation Committee has retained executive compensation experts from Frederic W. Cook & Co., Inc. (FW Cook). In 2025, FW Cook attended all Compensation Committee meetings. FW Cook advises the Compensation Committee on all matters related to NEO and director compensation and assists the Compensation Committee in interpreting its data and recommendations received from the Company. In 2025, the Company engaged Compensation Advisory Partners LLC (CAP) and Willis Towers Watson (WTW) to assist management and the Compensation Committee with various executive compensation matters and disclosures. The Compensation Committee reviewed the independence of FW Cook, CAP and WTW pursuant to SEC and NYSE rules and concluded that each firm’s work for the Compensation Committee did not raise conflicts of interest concerns. FW Cook provides no services to Corning other than the services rendered to the Compensation Committee.
Accounting Implications
| (a) | (b) | (c)(1) | (d)(2) | (e) | (f)(3) | (g)(4) | (h)(5) | (i) | | Named Executive Officer | Year | Salary ($) | 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, Chief Executive Officer and President | 2025 | $1,688,754 | $11,987,000 | $0 | $9,326,801 | $2,282,954 | $470,612 | $25,756,121 | | | 2024 | 1,623,754 | 9,175,447 | 0 | 10,389,925 | 0 | 497,310 | 21,686,436 | | | 2023 | 1,580,000 | 11,355,517 | 0 | 1,968,325 | 329,695 | 394,116 | 15,627,653 | | Edward A. Schlesinger Executive Vice President and Chief Financial Officer | 2025 | 779,154 | 2,854,022 | 0 | 2,382,401 | 1,276,023 | 123,746 | 7,415,346 | | | 2024 | 668,000 | 1,724,762 | 0 | 2,186,503 | 518,513 | 65,814 | 5,163,592 | | | 2023 | 650,000 | 2,056,577 | 0 | 281,601 | 509,115 | 68,921 | 3,566,214 | | Eric S. Musser Former President and Chief Operating Officer | 2025 | 790,731 | 4,444,609 | 0 | 3,398,932 | 3,338,334 | 130,272 | 12,102,878 | | | 2024 | 955,054 | 3,445,279 | 0 | 4,677,828 | 698,674 | 148,653 | 9,925,488 | | | 2023 | 929,300 | 4,655,565 | 0 | 738,207 | 249,101 | 144,382 | 6,716,555 | | A. Hal Nelson III Executive Vice President and Chief Operating Officer | 2025 | 668,269 | 2,741,127 | 0 | 1,940,194 | 1,356,894 | 82,740 | 6,789,224 | | | 2024 | 609,615 | 1,647,529 | 0 | 1,834,844 | 395,775 | 32,914 | 4,520,678 | | Lewis A. Steverson Vice Chairman, Executive Vice President and Chief Legal and Administration Officer | 2025 | 913,523 | 3,611,906 | 0 | 2,980,629 | 1,490,681 | 86,616 | 9,083,355 | | | 2024 | 875,408 | 2,756,210 | 0 | 3,329,826 | 363,492 | 81,608 | 7,406,544 | | | 2023 | 851,800 | 3,500,556 | 0 | 608,457 | 702,772 | 96,931 | 5,760,516 | | John Z. Zhang Executive Vice President and Chief Corporate Development Officer | 2025 | 668,269 | 2,741,127 | 0 | 2,007,981 | 1,179,130 | 1,681,676 | 8,278,183 | | | 2024 | 609,615 | 1,647,529 | 0 | 2,001,406 | 332,286 | 1,700,436 | 6,291,272 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| Named Executive Officer | 2025 Present Value of Pension Benefits ($) | 2024 Present Value of Pension Benefits ($) | 2023 Present Value of Pension Benefits ($) | 2022 Present Value of Pension Benefits ($) | | Wendell P. Weeks | $27,759,049 | $25,476,095 | $26,373,034 | $26,043,339 | | Edward A. Schlesinger | 3,826,130 | 2,550,107 | 2,031,594 | 1,522,479 | | Eric S. Musser | 14,798,953 | 11,460,619 | 10,761,945 | 10,512,844 | | A. Hal Nelson III | 7,866,654 | 6,509,760 | -Not a NEO- | -Not a NEO- | | Lewis A. Steverson | 6,047,534 | 4,556,853 | 4,193,361 | 3,490,589 | | John Z. Zhang | 3,944,457 | 2,765,327 | -Not a NEO- | -Not a NEO- | | Valuation Discount Rate | 5.44% | 5.68% | 5.15% | 5.49% |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| 78 | CORNING 2026 PROXY STATEMENT |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (5) The following table shows “All Other Compensation” amounts provided to the NEOs in 2025. Capped personal aircraft rights, financial counseling services and home security are the only perquisites offered to the NEOs. The value of the personal aircraft rights in the table below reflects the incremental cost of providing such perquisites and is calculated based on the average variable operating costs to the Company. Hourly rates are developed using variable operating costs that include fuel costs, mileage, maintenance, crew travel expense, catering and other miscellaneous variable costs. Fixed costs that do not change based on usage, such as pilot salaries, hangar expense and general taxes and insurance, are excluded. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| Named Executive Officer | Company Match on Qualified 401(k) Plan | Company Match on Supplemental Investment Plan | Value of Personal Aircraft Rights(i) | Value of Home Security Costs and Financial Counseling(ii) | Other(iii) | Total All Other Compensation | | Wendell P. Weeks | $14,000 | $88,670 | $172,146 | $182,315(iv) | $13,481 | $470,612 | | Edward A. Schlesinger | 10,333 | 65,603 | 38,043 | 5,464 | 4,303 | 123,746 | | Eric S. Musser | 0 | 0 | 107,778 | 0 | 22,494 | 130,272 | | A. Hal Nelson III | 6,200 | 49,933 | 21,993 | 1,111 | 3,503 | 82,740 | | Lewis A. Steverson | 5,697 | 0 | 75,335 | 5,211 | 373 | 86,616 | | John Z. Zhang | 6,200 | 60,796 | 23,632 | 9,603 | 1,581,445 | 1,681,676 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (i) Amounts shown above reflect personal aircraft usage during 2025 (although the Executive Allowance runs from November 1 through October 31). Weeks’ use of Corning aircraft for travel to external board meetings is also included. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (ii) NEOs may use their executive allowance for residential security or financial counseling services. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (iii) | These amounts include costs attributable to executive physicals, including associated travel costs, an annual Board gift, and contributions made under the Corning Foundation Matching Gifts Program. Zhang’s expatriate assignment benefits pursuant to our standard global mobility program in connection with his assignment in Shanghai, China are also included. Amounts listed for Zhang for 2025 include standard expatriate benefits related to housing ($323,259), cost of living related allowances ($229,443), home leave and home country support ($114,698) as well as local country tax payments, tax preparation and tax equalization ($911,172). Tax equalization expenses arise from additional taxes payable in respect of Zhang’s compensation as a result of his residence and work in China that are payable in addition to U.S. taxes. Our global mobility program is designed to enable us to relocate talent where needed throughout our global business without creating financial hardships (or windfalls) for the relocating individual(s). Expenses associated with a widely available corporate-leased apartment which was made available to Musser for approximately three months related to his support of the transition of his responsibilities are also included. There was no incremental cost to the Company for providing access to this otherwise unoccupied apartment. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (iv) This reflects Company-paid expenses relating to personal and residential security benefitting Weeks and, through association, his family. Weeks’ personal safety and security are of vital importance to the Company’s business and prospects, and the Board considers providing personal security in response to concerns arising out of employment by the Company to be appropriate, business-related costs. However, because these costs can be viewed as conveying a personal benefit to Weeks, they are reported as perquisites in this column. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| CORNING 2026 PROXY STATEMENT | 79 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
2025 Grants of Plan-Based Awards
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | (a) | | (b) | (c) | (d)(1) | (e)(1) | (f)(1) | (g)(2) | (h)(2) | (i)(2) | (j) | (k) | (l) | | Named Executive Officer | Award | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Wendell P. Weeks | Performance Incentive Plan | n/a | | 0 | 2,734,400 | 5,468,800 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 85,450 | 170,900 | | | | | | | | | Cash Performance Units | 2/12/25 | 2/12/25 | 0 | 3,412,500 | 7,507,500 | | | | | | | | | 2023 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 54,292 | 119,442 | | 52.01 | 2,823,727(3) | | | 2024 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 58,081 | 127,778 | | 52.01 | 3,020,793(4) | | | 2025 Performance Share Units | 4/1/25 | 2/12/25 | | | | 0 | 44,960 | 98,912 | | 45.54 | 2,047,478(5) | | | Time-Based Restricted Stock Units | 4/1/25 | 2/12/25 | | | | | | | 89,921 | 45.54 | 4,095,002(6) | | Edward A. Schlesinger | Performance Incentive Plan | n/a | | 0 | 825,000 | 1,650,000 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 41,250 | 82,500 | | | | | | | | | Cash Performance Units | 2/12/25 | 2/12/25 | 0 | 962,500 | 2,117,500 | | | | | | | | | 2023 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 10,086 | 22,189 | | 52.01 | 524,573(3) | | | 2024 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 11,478 | 25,252 | | 52.01 | 596,971(4) | | | 2025 Performance Share Units | 4/1/25 | 2/12/25 | | | | 0 | 12,681 | 27,898 | | 45.54 | 577,493(5) | | | Time-Based Restricted Stock Units | 4/1/25 | 2/12/25 | | | | | | | 25,362 | 45.54 | 1,154,985(6) |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| 80 | CORNING 2026 PROXY STATEMENT |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | (a) | | (b) | (c) | (d)(1) | (e)(1) | (f)(1) | (g)(2) | (h)(2) | (i)(2) | (j) | (k) | (l) | | Named Executive Officer | Award | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Eric S. Musser(7) | Performance Incentive Plan | n/a | | 0 | 1,414,000 | 2,828,000 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 50,500 | 101,000 | | | | | | | | | Cash Performance Units | 2/12/25 | 2/12/25 | 0 | 1,250,000 | 2,750,000 | | | | | | | | | 2023 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 20,387 | 44,851 | | 52.01 | 1,060,328(3) | | | 2024 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 21,809 | 47,980 | | 52.01 | 1,134,286(4) | | | 2025 Performance Share Units | 4/1/25 | 2/12/25 | | | | 0 | 16,469 | 36,232 | | 45.54 | 749,998(5) | | | Time-Based Restricted Stock Units | 4/1/25 | 2/12/25 | | | | | | | 32,938 | 45.54 | 1,499,997(6) | | A. Hal Nelson III | Performance Incentive Plan | n/a | | 0 | 584,375 | 1,168,750 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 34,375 | 68,750 | | | | | | | | | Cash Performance Units | 2/12/25 | 2/12/25 | 0 | 925,000 | 2,035,000 | | | | | | | | | 2023 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 9,442 | 20,772 | | 52.01 | 491,078(3) | | | 2024 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 11,249 | 24,748 | | 52.01 | 585,060(4) | | | 2025 Performance Share Units | 4/1/25 | 2/12/25 | | | | 0 | 12,187 | 26,811 | | 45.54 | 554,996(5) | | | Time-Based Restricted Stock Units | 4/1/25 | 2/12/25 | | | | | | | 24,374 | 45.54 | 1,109,992(6) | | Lewis A. Steverson | Performance Incentive Plan | n/a | | 0 | 925,800 | 1,851,600 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 46,290 | 92,580 | | | | | | | | | Cash Performance Units | 2/12/25 | 2/12/25 | 0 | 1,031,250 | 2,268,750 | | | | | | | | | 2023 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 16,309 | 35,880 | | 52.01 | 848,231(3) | | | 2024 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 17,447 | 38,383 | | 52.01 | 907,418(4) | | | 2025 Performance Share Units | 4/1/25 | 2/12/25 | | | | 0 | 13,587 | 29,891 | | 45.54 | 618,752(5) | | | Time-Based Restricted Stock Units | 4/1/25 | 2/12/25 | | | | | | | 27,174 | 45.54 | 1,237,504(6) |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| CORNING 2026 PROXY STATEMENT | 81 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | | | | | (a) | | (b) | (c) | (d)(1) | (e)(1) | (f)(1) | (g)(2) | (h)(2) | (i)(2) | (j) | (k) | (l) | | Named Executive Officer | Award | Grant Date | Date of Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units (#) | Closing Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | John Z. Zhang | Performance Incentive Plan | n/a | | 0 | 584,375 | 1,168,750 | | | | | | | | | GoalSharing Plan | n/a | | 0 | 34,375 | 68,750 | | | | | | | | | Cash Performance Units | 2/12/25 | 2/12/25 | 0 | 925,000 | 2,035,000 | | | | | | | | | 2023 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 9,442 | 20,772 | | 52.01 | 491,078(3) | | | 2024 Performance Share Units | 2/12/25 | 2/12/25 | | | | 0 | 11,249 | 24,748 | | 52.01 | 585,060(4) | | | 2025 Performance Share Units | 4/1/25 | 2/12/25 | | | | 0 | 12,187 | 26,811 | | 45.54 | 554,996(5) | | | Time-Based Restricted Stock Units | 4/1/25 | 2/12/25 | | | | | | | 24,374 | 45.54 | 1,109,992(6) |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (1) The amounts shown in columns (d), (e) and (f) reflect the award amounts under (i) the Company’s 2025 Performance Incentive Plan (PIP) (ii) the 2025 GoalSharing Plan and (iii) the Cash Performance Units (CPUs) under the Corning 2025 Corporate Performance Plan. Awards under these plans are paid in cash. If the threshold level of performance is not met, the payout will be 0% of the target award. If the performance target is met, the payout will be 100% of the target award. If the maximum level of performance is met for GoalSharing and PIP, the payout will be 200% of the target award, and 220% for CPUs, which represents the 200% performance metrics cap plus the maximum 10% ROIC modifier. PIP and GoalSharing awards are based on the individual’s 2025 bonus target and year-end base salary. Actual awards earned for CPUs are based on average performance against established metrics over three years (2025, 2026, 2027), adjusted up or down by up to 10% based on ROIC results versus the pre-established goal for the three-year period, and will be payable in February 2028. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (2) The amounts shown in columns (g), (h) and (i) reflect the award amounts under the Performance Share Units under the Corning 2025 Corporate Performance Plan (2025 PSUs) and the portion of PSUs granted in 2023 and 2024 attributable to 2025 performance goals. Awards under this plan are paid in stock. If the threshold level of performance is not met, the payout will be 0% of the target award. If the performance target is met, the payout will be 100% of the target award. If the maximum level of performance is met for 2025 PSUs, the payout will be 220% of the target award which represents the 200% performance metrics cap plus the maximum 10% ROIC modifier. Actual awards earned for 2025 PSUs are based on average performance against established metrics over three years, adjusted up or down by up to 10% based on ROIC results versus the pre-established goal for the three-year period. 2023 PSUs will be payable in April 2026, 2024 PSUs will be payable in April 2027, and 2025 PSUs will be payable in April 2028. The target number of 2025 PSU awards are 134,881; 38,043; 49,407; 36,561; 40,761; and 36,561 to Weeks, Schlesinger, Musser, Nelson, Steverson, and Zhang, respectively. Because the grant date for a PSU occurs when the performance goals are approved, the reported number of shares reflects the portion of the 2025 PSUs for which performance goals have been set (i.e., 1/3 of the total award). |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (3) These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of the portion of the 2023 PSUs pursuant to the Corning 2021 Long-Term Incentive Plan, which portion is attributable to 2025 performance measures established by the Committee (i.e., 1/3 of the total award). Amounts shown correspond to the amounts set forth in column (d) for 2025 of the Summary Compensation Table. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (4) These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of the portion of the 2024 PSUs pursuant to the Corning 2021 Long-Term Incentive Plan, which portion is attributable to 2025 performance measures established by the Committee (i.e., 1/3 of the total award). Amounts shown correspond to the amounts set forth in column (d) for 2025 of the Summary Compensation Table. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (5) These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of the portion of the 2025 PSUs pursuant to the Corning 2021 Long-Term Incentive Plan, which portion is attributable to 2025 performance measures established by the Committee (i.e., 1/3 of the total award). Amounts shown correspond to the amounts set forth in column (d) for 2025 of the Summary Compensation Table. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (6) These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of restricted stock units granted in calendar year 2025 pursuant to the Corning 2021 Long-Term Incentive Plan and correspond to the amounts set forth in column (d) for 2025 of the Summary Compensation Table. Awards vest 100% three years after grant date. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (7) Musser retired on September 30, 2025, and awards granted in 2025 (i.e., 2025 CPUs, PSUs and RSUs) were prorated for time worked in 2025 following retirement, with the remainder being forfeited. Prorated 2025 CPUs and PSUs remain subject to performance requirements pursuant to goals established by the Committee. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| 82 | CORNING 2026 PROXY STATEMENT |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows stock option awards classified as exercisable and unexercisable as of December 31, 2025. The table also shows unvested restricted stock, restricted stock unit and performance stock unit awards assuming a market value of $87.56 per share (the NYSE closing price of the Company’s stock on December 31, 2025). The options discussed below are a result of historical awards, and no options have been awarded by the Company to employees as compensation since 2020. The Company has not included options as part of its compensation package since 2020 and does not expect to do so in 2026.
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| Option Awards | | | | | | | Stock Awards | | | | | Named Executive Officer | Grant Date | Vesting Code(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(3) ($) | | Wendell P. Weeks | 03/31/17 | A | 137,514 | 0 | $27.00 | 03/31/27 | 734,352 | $64,299,861 | 204,578 | $17,912,850 | | | 04/02/18 | A | 149,849 | 0 | 27.03 | 04/02/28 | | | | | | | 04/01/19 | A | 143,721 | 0 | 33.92 | 04/01/29 | | | | | | | 05/15/20 | B | 43,525 | 0 | 19.65 | 05/15/30 | | | | | | | Total | | 474,609 | 0 | | | | | | | | Edward A. Schlesinger | 05/15/20 | B | 8,925 | 0 | 19.65 | 05/15/30 | 148,363 | 12,990,664 | 51,817 | 4,537,097 | | | Total | | 8,925 | 0 | | | | | | | | Eric S. Musser | | | | | | | 262,982 | 23,026,704 | 63,226 | 5,536,069 | | | Total | | 0 | 0 | | | | | | | | A. Hal Nelson III | 04/01/19 | A | 11,792 | 0 | 33.92 | 04/01/29 | 143,167 | 12,535,703 | 50,060 | 4,383,254 | | | 05/15/20 | B | 8,825 | 0 | 19.65 | 05/15/30 | | | | | | | Total | | 20,617 | 0 | | | | | | | | Lewis A. Steverson | | | | | | | 220,528 | 19,309,432 | 61,698 | 5,402,277 | | | Total | | 0 | 0 | | | | | | | | John Z. Zhang | | | | | | | 146,759 | 12,850,218 | 50,060 | 4,383,254 | | | Total | | 0 | 0 | | | | | | |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (1) The Company uses the following vesting codes: |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| A: | 100% vesting 3 years after grant date |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| B: | 1/3 vesting 1 year after grant date, 1/3 Vesting 2 years after grant date and 1/3 Vesting 3 years after grant date |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (2) Amounts include: |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (i) 104,474; 19,088; 38,983; 17,838; 31,109 and 18,884 restricted stock units granted to Weeks, Schlesinger, Musser, Nelson, Steverson, and Zhang respectively, on April 3, 2023 which vest on April 15, 2026. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (ii) 111,863; 21,888; 41,835; 21,442; 33,414 and 22,498 restricted stock units granted to Weeks, Schlesinger, Musser, Nelson, Steverson, and Zhang respectively, on April 1, 2024 which vest on April 15, 2027. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (iii) | 89,921; 25,362; 23,572; 24,374; 27,174 and 24,374 restricted stock units granted to Weeks, Schlesinger, Musser, Nelson, Steverson, and Zhang respectively, on April 1, 2025 which vest on April 14, 2028. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (iv) 2,476 restricted stock units granted to Nelson and Zhang, on February 8, 2023, which vests on February 8, 2026. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (v) 241,021; 44,774; 90,501; 41,916; 72,400 and 42,688 earned performance stock units granted to Weeks, Schlesinger, Musser, Nelson, Steverson, and Zhang respectively, on April 3, 2023, which vest on April 15, 2026, for which three-year average performance result and ROIC modifier have been determined. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (vi) 181,340; 35,836; 68,091; 35,121; 54,473 and 35,839 earned performance stock units granted to Weeks, Schlesinger, Musser, Nelson, Steverson, and Zhang respectively, on April 1, 2024 which vest on April 15, 2027 for which only the 2024 and 2025 performance results have been determined. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (vii) | 5,733; 1,415 and 1,958 earned performance stock units granted to Weeks, Schlesinger, and Steverson, respectively, on February 8, 2023, which vests on February 8, 2026, for which the performance result has been determined. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| CORNING 2026 PROXY STATEMENT | 83 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (3) Year-end market price is based on the December 31, 2025 NYSE closing price of $87.56 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (4) Amounts include: |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (i) 69,697; 13,774; 26,171; 13,499; 20,937 and 13,499 performance stock units granted to Weeks, Schlesinger, Musser, Nelson, Steverson, and Zhang respectively, on April 1, 2024, which vest on April 15, 2027 for which performance results are not yet known. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (ii) 134,881; 38,043; 37,055; 36,561; 40,761 and 36,561 performance stock units granted to Weeks, Schlesinger, Musser, Nelson, Steverson, and Zhang respectively, on April 1, 2025, which vest on April 14, 2028. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
Options Exercised and Shares Vested in 2025 The following table sets forth certain information regarding options exercised and restricted stock, restricted stock units and performance stock units that vested during 2025 for the NEOs.
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| | Option Awards | | Stock Awards | | | Named Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Wendell P. Weeks | 0 | $0 | 277,347 | $11,923,152 | | Edward A. Schlesinger | 8,844 | 507,027 | 45,229 | 1,965,084 | | Eric S. Musser | 18,850 | 860,781 | 107,751 | 4,730,443 | | A. Hal Nelson III | 21,240 | 748,616 | 42,369 | 1,881,585 | | Lewis A. Steverson | 0 | 0 | 83,750 | 3,609,134 | | John Z. Zhang | 12,529 | 236,278 | 40,929 | 1,797,306 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
Retirement Plans 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. 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 active and currently employed NEOs except Mr. Zhang are eligible to retire under the plan.
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| 84 | CORNING 2026 PROXY STATEMENT |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
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. 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. 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, 2025, of our Annual Report on Form 10-K filed with the SEC on February 12, 2026.
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| CORNING 2026 PROXY STATEMENT | 85 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| 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 | 43 | $2,113,893 | $0 | | | ESPP | 25(1) | 25,645,156 | 0 | | Edward A. Schlesinger | Qualified Pension Plan | 13 | 243,665 | 0 | | | ESPP | 13 | 3,582,465 | 0 | | Eric S. Musser | Qualified Pension Plan | 39 | 1,642,880 | 57,349(2) | | | ESPP | 25(1) | 13,156,073 | 0 | | A. Hal Nelson III | Qualified Pension Plan | 35 | 770,469 | 0 | | | ESPP | 25(1) | 7,096,185 | 0 | | Lewis A. Steverson | Qualified Pension Plan | 13 | 275,272 | 0 | | | ESPP | 13 | 5,772,262 | 0 | | John Z. Zhang | Qualified Pension Plan | 18 | 294,836 | 0 | | | ESPP | 18 | 3,649,621 | 0 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (1) Under Formula A, years of service are capped at 25 years, in determining benefits under the ESPP. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (2) Musser retired on September 30, 2025, and began receiving payments from the Qualified Pension Plan in October 2025. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
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 2025 calendar year, the NEOs’ eligible earnings and final average compensation were as follows:
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| | As of December 31, 2025 | | | Named Executive Officer | Eligible Pension Earnings | Final Average Earnings | | Wendell P. Weeks | $6,134,760 | $4,530,388 | | Edward A. Schlesinger | 1,898,407 | 1,183,060 | | Eric S. Musser | 3,236,653 | 2,378,333 | | A. Hal Nelson III | 1,508,332 | 1,101,494 | | Lewis A. Steverson | 2,457,824 | 1,817,306 | | John Z. Zhang | 1,674,894 | 1,160,747 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
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.
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| 86 | CORNING 2026 PROXY STATEMENT |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| Named Executive Officer | Aggregate Balance at January 1, 2025 ($) | Executive Contributions in 2025 ($)(1) | Company Contributions in 2025 ($)(2) | Aggregate Earnings in 2025 ($)(3) | Aggregate Withdrawals/ Distributions in 2025 ($) | Aggregate Balance as of December 31, 2025 ($) | | Wendell P. Weeks | $10,974,135 | $86,157 | $88,670 | $2,486,301 | $0 | $13,635,263 | | Edward A. Schlesinger | 651,423 | 246,011 | 65,603 | 137,927 | 0 | 1,100,964 | | Eric S. Musser | 0 | 0 | 0 | 0 | 0 | 0 | | A. Hal Nelson III | 619,505 | 93,330 | 49,933 | 125,741 | 0 | 888,509 | | Lewis A. Steverson | 1,811,982 | 0 | 0 | 295,918 | 0 | 2,107,900 | | John Z. Zhang | 3,721,864 | 111,724 | 60,796 | 397,766 | 0 | 4,292,150 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (1) Reflects participation in the Supplemental Investment Plan by Weeks, Schlesinger, Nelson, and Zhang in the deferral of a portion of their 2025 base salaries and participation by Schlesinger, Nelson, and Zhang in the deferral of a portion of the bonus received in 2025 for prior year performance. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (2) Reflects Company match on the Supplemental Investment Plan, which was credited to the account of the Named Executive Officers in 2025. 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). |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| (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. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
Arrangements with Named Executive Officers Severance Agreements We have entered into severance agreements with each of our NEOs. All new executive severance agreements and executive change-in-control agreements executed after July 2004, limit the benefits that may be provided to an executive to 2.99 times the executive’s annual compensation of base salary plus target incentive payments. Mr. Weeks has an agreement in effect before July 2004. Mr. Schlesinger, Mr. Musser, Mr. Nelson, Mr. Steverson, and Mr. Zhang all have the new form of agreement. Severance Agreements—Mr. Weeks Under Mr. Weeks’ severance agreement, if he is terminated involuntarily, and without cause, or as a result of disability, he is entitled to the following:
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| • | Base salary, reimbursable expenses and annual bonus accrued and owing as of the date of termination (lump sum payment); | | • | A severance amount equal to 2.99 times the sum of his then-base salary plus his annual target bonus amount (lump sum payment); | | • | Continued participation in the Company’s benefit plans for up to three years; and | | • | In the calendar year following the year in which the termination occurs (subject to a six-month waiting period), the purchase of his principal residence by the Company upon request. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
If however, Mr. Weeks is terminated for cause or he resigns, he would be entitled to accrued, but unpaid salary (lump sum payment) and any reimbursable expenses accrued or owing to him and, if terminated for cause, he would forfeit any outstanding stock awards. Severance Agreements—Other Named Executive Officers Under the severance agreements, an NEO is entitled to severance payments if he is terminated involuntarily other than for cause.
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| CORNING 2026 PROXY STATEMENT | 87 |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
Generally, under the severance agreements, an NEO (other than Mr. Weeks) is entitled to receive the following:
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
| • | Accrued but unpaid base salary, reimbursable expenses, and the executive’s target annual bonus, pro-rated to the last day of the month closest to the termination date (lump sum payment); | | • | For NEOs other than the COO whose base salary is less than $599,000, two (2) times the sum of (A) the base salary, and (B) the target bonus; for NEOs other than the COO whose base salary is equal to or greater than $599,000, three-and-a-half (3.5) times the base salary (only); and for the COO, four (4) times the base salary (only). | | • | A lump sum equal to the monthly COBRA premium times 24 months; | | • | In the calendar year following the year in which the termination occurs (subject to a six-month waiting period), the purchase of his principal residence by the Company upon request; and | | • | Outplacement benefits up to a maximum amount of $50,000. |
**2023 CPUs were subject to a +10% modifier based on 2023-2025 ROIC improvement result against pre-established objectives
The following table reflects the amounts that would be payable under the various arrangements assuming termination occurred at December 31, 2025.
TERMINATION SCENARIOS (INCLUDING SEVERANCE, IF ELIGIBLE)
| Year(1) | Summary Compensation Table Total for CEO(2) ($) | 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) | | 2025 | $25,756,121 | $61,628,148 | $8,733,797 | $16,774,738 | $279.06 | $249.73 | $1,596 | $16,408 | | 2024 | 21,686,436 | 40,030,638 | 6,661,515 | 10,798,419 | 148.63 | 208.45 | 506 | 14,469 | | 2023 | 15,627,653 | 12,798,655 | 5,062,725 | 3,993,516 | 92.52 | 148.95 | 581 | 13,580 | | 2022 | 16,169,469 | 8,744,301 | 4,271,097 | 2,645,033 | 93.67 | 122.17 | 1,316 | 14,805 | | 2021 | 20,766,032 | 27,146,225 | 6,421,907 | 7,930,517 | 105.92 | 152.23 | 1,906 | 14,120 |
TERMINATION SCENARIOS (INCLUDING SEVERANCE, IF ELIGIBLE)
| (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: |