CORNING INC NY
For the period ended May 2, 2024. Filed Mar 22, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 2, 2024 · Filed Mar 22, 2024
Contents
Directors’ Charitable Giving Programs
Although closed to directors joining the Board after October 5, 2016, Corning has a Directors’ Charitable Giving Program pursuant to which a director may direct the Company to make a charitable bequest to one or more qualified charitable organizations recommended by such director and approved by Corning in the amount of $1,000,000 (employee directors) or $1,250,000 (non-employee directors) following his or her death. This program is directly funded from general corporate assets. Because the charitable deductions accrue solely to Corning, the directors derive no direct financial benefit from the program, and we do not include these amounts in the directors’ compensation. In 2023, all directors except Messrs. Brun, Ferguson and French and Ms. Craig were eligible to participate in the program.
Directors are also eligible to participate in the Corning Incorporated Foundation Matching Gifts Program for eligible charitable organizations. This Program is available to all active Corning employees and directors. In 2023, the matching gift amount available from the Foundation on behalf of each participant in the Program was $7,500 per calendar year.
Corning also pays premiums on our directors’ and officers’ liability insurance policies.
Changes to Director Compensation in 2024
In February 2024, the Board approved an increase to the non-employee directors’ annual equity grant from $215,000 to $225,000 as a competitive measure, as proposed by the Compensation and Talent Management Committee in consultation with the Committee’s independent consultant. This annual equity grant will be payable in restricted stock units.
In addition, beginning in 2024, Directors may elect to receive their equity retainer earlier than at retirement (as soon as 1 year from the grant date), provided they make their election prior to the start of the calendar year in which the retainer is earned, and any such distribution would not result in the Director failing to meet the share ownership requirements described
on page 54.
| 52 | CORNING 2024 PROXY STATEMENT |
Director Compensation
2023 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) |
|---|---|---|---|---|
| Donald W. Blair | $138,000 | $220,542 | $7,500 | $366,042 |
| Leslie A. Brun | 143,000 | 220,742 | 0 | 363,742 |
| Stephanie A. Burns | 153,000 | 221,142 | 0 | 374,142 |
| Richard T. Clark | 185,000 | 222,422 | 0 | 407,422 |
| Pamela J. Craig | 138,000 | 218,472 | 0 | 356,472 |
| Robert F. Cummings, Jr. | 155,000 | 221,222 | 0 | 376,222 |
| Roger W. Ferguson, Jr. | 135,000 | 220,422 | 0 | 355,422 |
| Thomas D. French | 80,500 | 125,426 | 7,500 | 213,426 |
| Deborah A. Henretta | 130,000 | 220,222 | 0 | 350,222 |
| Daniel P. Huttenlocher | 130,000 | 220,222 | 0 | 350,222 |
| Kurt M. Landgraf | 178,000 | 219,422 | 7,500 | 404,922 |
| Kevin J. Martin | 130,000 | 220,222 | 0 | 350,222 |
| Deborah D. Rieman | 155,000 | 221,222 | 0 | 376,222 |
| Hansel E. Tookes II | 160,000 | 221,422 | 7,500 | 388,922 |
| Mark S. Wrighton | 145,000 | 220,822 | 7,500 | 373,322 |
| (1) | Includes all fees and retainers paid in cash or deferred pursuant to the Corning Incorporated Non-Employee Directors’ Deferred Compensation Plan and 2023 Cash for Equity Exchange Program. |
| (2) | The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units granted pursuant to the 2019 Equity Plan for Non-Employee Directors and the 2023 Cash for Equity Exchange Program premium. Assumptions used in the calculation of these amounts are included in Note 16 to the Company’s audited financial statements for the fiscal year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2024. There can be no assurance that the grant date fair value amounts will ever be realized. The total number of restricted stock awards (RSAs), restricted stock units (RSUs) and RSU deferrals each Director had outstanding at December 31, 2023 is shown in the table below. Total stock holdings for directors as of December 31, 2023 are shown in the “Beneficial Ownership of Directors and Officers” table. |
| (3) | The amounts in this column reflect charitable donation matches made by the Corning Foundation’s Matching Gifts Program. |
The following shows the total number of RSAs, RSUs and RSU deferrals each Director had outstanding at December 31, 2023. No options were granted to any Director in 2023, and as of December 31, 2023 no Director had any outstanding options.
| Name | RSAs, RSUs and RSU Deferrals Outstanding at December 31, 2023 |
|---|---|
| Donald W. Blair | 106,199 |
| Leslie A. Brun | 33,455 |
| Stephanie A. Burns | 103,341 |
| Richard T. Clark | 84,778 |
| Pamela J. Craig | 13,890 |
| Robert F. Cummings, Jr. | 230,908 |
| Roger W. Ferguson, Jr. | 25,394 |
| Thomas D. French | 3,644 |
| Deborah A. Henretta | 104,654 |
| Daniel P. Huttenlocher | 55,792 |
| Kurt M. Landgraf | 187,921 |
| Kevin J. Martin | 87,802 |
| Deborah D. Rieman | 141,927 |
| Hansel E. Tookes II | 129,271 |
| Mark S. Wrighton | 100,476 |
| CORNING 2024 PROXY STATEMENT | 53 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.