CORNING INC /NY
For the period ended May 1, 2025. Filed Mar 21, 2025.
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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 1, 2025 · Filed Mar 21, 2025
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 up to $1,000,000 (employee directors) or $1,250,000 (non-employee directors) following his or her death. This program is directly funded from general corporate assets. Because the charitable deductions accrue solely to Corning, the directors derive no direct financial benefit from the program, and we do not include these amounts in the directors’ compensation. In 2024, all directors except Mr. Brun, Ms. Craig, Mr. Ferguson, and Mr. French were eligible to participate in the program.
Directors are also eligible to participate in the Corning Impact and Investment Matching Gifts Program for eligible charitable organizations. This program is available to all active Corning employees and directors. In 2024, the matching gift amount available on behalf of each participant in the program was $7,500 per calendar year.
Corning also pays premiums on our directors’ and officers’ liability insurance policies.
Changes to Director Compensation in 2025
In February 2025, the Board approved certain changes to director compensation proposed by the Compensation and Talent Management Committee in consultation with the committee’s independent consultant in order to remain competitive. Specifically, the non-employee directors’ annual equity grant increased from $225,000 to $235,000, the annual retainer for the Chair of the Compensation and Talent Management Committee increased from $20,000 to $25,000, and the annual retainer for the Chairs of the Finance, Information Technology, and Nominating and Corporate Governance Committees increased from $15,000 to $20,000.
| CORNING 2025 PROXY STATEMENT | 49 |
|---|
Director Compensation
2024 DIRECTOR COMPENSATION TABLE
| Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) |
|---|---|---|---|---|
| Donald W. Blair(4) | $47,769 | $75,024 | $6,750 | $129,543 |
| Leslie A. Brun | 143,000 | 225,010 | 0 | 368,010 |
| Stephanie A. Burns(5) | 181,615 | 225,010 | 0 | 406,625 |
| Richard T. Clark(4) | 64,038 | 75,024 | 0 | 139,062 |
| Pamela J. Craig | 143,769 | 225,010 | 5,000 | 373,779 |
| Robert F. Cummings, Jr. | 155,000 | 225,010 | 0 | 380,010 |
| Roger W. Ferguson, Jr. | 139,615 | 225,010 | 0 | 364,625 |
| Thomas D. French | 138,000 | 225,010 | 3,750 | 366,760 |
| Deborah A. Henretta | 131,846 | 225,010 | 0 | 356,856 |
| Daniel P. Huttenlocher | 130,000 | 225,010 | 0 | 355,010 |
| Kurt M. Landgraf(4) | 146,731 | 225,010 | 1,763 | 373,504 |
| Kevin J. Martin | 131,154 | 225,010 | 0 | 356,164 |
| Deborah D. Rieman | 150,385 | 225,010 | 0 | 375,395 |
| Hansel E. Tookes II(4) | 132,372 | 225,010 | 7,500 | 364,882 |
| Mark S. Wrighton | 145,000 | 225,010 | 7,500 | 377,510 |
| (1) | Includes all fees and retainers paid in cash or deferred pursuant to the Corning Incorporated Non-Employee Directors’ Deferred Compensation Plan |
| (2) | The amounts in this column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units granted pursuant to the 2019 Equity Plan for Non-Employee Directors. Assumptions used in the calculation of these amounts are included in Note 16 to the Company’s consolidated financial statements for the fiscal year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 13, 2025. There can be no assurance that the grant date fair value amounts will ever be realized. The total number of restricted stock awards (RSAs), restricted stock units (RSUs) and RSU deferrals each Director had outstanding as of December 31, 2024 is shown in the table below. Total stock holdings for directors as of December 31, 2024 are shown in the “Beneficial Ownership of Directors and Officers” table. |
| (3) | The amounts in this column reflect charitable donation matches made by the Corning Impact and Investment Matching Gifts Program. |
| (4) | Blair and Clark retired from the Board effective May 2, 2024. Landgraf and Tookes retired from the Board effective November 1, 2024. |
| (5) | Burns was appointed as Lead Independent Director effective May 2, 2024, following Clark’s retirement. |
The following shows the total number of RSAs, RSUs, and RSU deferrals each Director had outstanding as of December 31, 2024.
No options were granted to any Director in 2024, and as of December 31, 2024 no Director had any outstanding options.
| Name | RSAs, RSUs and RSU Deferrals Outstanding at December 31, 2024 |
|---|---|
| Donald W. Blair | 75,175 |
| Leslie A. Brun | 40,533 |
| Stephanie A. Burns | 113,750 |
| Richard T. Clark | 32,078 |
| Pamela J. Craig | 20,968 |
| Robert F. Cummings, Jr. | 241,832 |
| Roger W. Ferguson, Jr. | 35,920 |
| Thomas D. French | 10,722 |
| Deborah A. Henretta | 114,018 |
| Daniel P. Huttenlocher | 62,870 |
| Kurt M. Landgraf | 193,819 |
| Kevin J. Martin | 98,131 |
| Deborah D. Rieman | 149,005 |
| Hansel E. Tookes II | 135,169 |
| Mark S. Wrighton | 107,554 |
| 50 | CORNING 2025 PROXY STATEMENT |
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