Corning Inc DEF 14A, filed Mar 22, 2024

Corning Inc (GLW)

DEF 14A 2024-03-22 For: 2024-05-02

View Original

Added on June 13, 2026

About this DEF 14A

Corning Inc filed this DEF 14A on March 22, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Filed by the Registrant ☒
Filed by a party other than the Registrant ☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

☒		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	Thursday, May 2, 2024
	12 noon Eastern Time
	To be held virtually at: virtualshareholdermeeting.com/ GLW2024

	How to Attend Our Annual Meeting: Our 2024 Annual Meeting will be held in a virtual-only format. You will not be able to attend the Annual Meeting physically. You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 5, 2024. The live audio webcast of the meeting will begin promptly at 12 noon Eastern Time. Online access to the meeting will open 30 minutes prior to its start. We encourage you to access the meeting in advance of the designated start time. To attend and vote your shares during the Annual Meeting, you will need to log in to virtualshareholdermeeting. com/GLW2024 using, (i) for record holders, the control number found on your proxy card or the notice you previously received, or (ii) for holders who own shares in street name through brokers, the control number issued to you by your brokerage firm. You may vote during the Annual Meeting by following the instructions available on the website during the meeting. If you do not have a control number, you may log in as a guest, although you will not be able to vote during the meeting. We urge you to vote and submit your proxy in advance of the meeting using one of the methods described in the proxy materials whether or not you plan to attend the Annual Meeting. You may vote your shares in advance at ProxyVote.com.


By telephone	By mail	By Internet
Dial toll-free 24/7 1-800-690-6903	Cast your ballot, sign the proxy card and send by mail	Visit 24/7 ProxyVote.com

Proxy Statement Summary	5
Corporate Governance and the Board of Directors	20
Corporate Governance	20
Board Leadership Structure	22
Duties and Responsibilities	22
Committees	23
Audit	24
Compensation and Talent Management	24
Corporate Responsibility and Sustainability	24
Executive	24
Finance	25
Information Technology	25
Nominating and Corporate Governance	25
Board Composition and Refreshment Process	26
Management Succession Planning	28
Director Independence	28
Policy on Transactions with Related Persons	28
Compensation and Talent Management Committee Interlocks and Insider Participation	29
Risk Oversight	29
Environmental, Social and Governance (ESG) Oversight	31
Cybersecurity Oversight	31
Assessment of Company Culture	32
Compensation Risk Analysis	32
Board and Shareholder Meeting Attendance	33
Ethics and Conduct	33
Lobbying and Political Contributions Policy	33
Communications with Directors	33
Corporate Governance Materials Available on Corning’s Website	34
Proposal 1 Election of Directors	35
Board of Directors’ Qualifications and Experience	35
Corning’s Director Nominees	39

	CORNING INCORPORATED
	(Name of Registrant as Specified In Its Charter)


	(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Director Compensation	51
2023 Director Compensation	51
Directors’ Charitable Giving Programs	52
Stock Ownership Information	54
Stock Ownership Guidelines	54
Delinquent Section 16(a) Reports	54
Beneficial Ownership Table	55
Proposal 2 Advisory Approval of Executive Compensation (Say on Pay)	56
Say on Pay Proposal	56
Compensation Discussion & Analysis	57
CD&A Table of Contents	57
Executive Summary	58
2023 Performance Overview: A Focus on Adaptation and Operational Strength	61
2023 Executive Compensation Program Details for NEOs	65
Compensation Peer Group	72
Compensation Program – Other Governance Matters	74
Compensation and Talent Management Committee Report	75
2023 Compensation Tables	76
2023 Summary Compensation Table	76
2023 Grants of Plan-Based Awards	79
Outstanding Equity Awards at 2023 Fiscal Year-End	82
Options Exercised and Shares Vested in 2023	83
Retirement Plans	83
Non-qualified Deferred Compensation	85
Arrangements with Named Executive Officers	86
Other Information	90
Pay Ratio Disclosure	90
Pay Versus Performance Table and Disclosures	91

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

Proposal	Board Vote Recommendation	More Information
1 Election of 14 directors	For Each Nominee	page 35
2 Advisory approval of our executive compensation (Say on Pay)	For	page 56
3 Ratification of appointment of independent registered public accounting firm	For	page 94

	Annual Meeting of Shareholders
	Date and Time: May 2, 2024, 12 noon Eastern Time
	To be held virtually at: virtualshareholdermeeting. com/GLW2024
	Record Date: March 5, 2024
	Admission: See the instructions contained in “Frequently Asked Questions about the Meeting and Voting” on page 98. On March 22, 2024, we posted this proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2023 on our website at corning.com/2024-proxy and began mailing them to shareholders who requested paper copies.

Reportable Segments*	2023 Core Net Sales %	Segment Description
Optical Communications		manufactures carrier and enterprise network components and solutions for the telecommunications industry
Display Technologies		manufactures high quality glass substrates for flat panel displays including liquid crystal displays and organic light-emitting diodes
Specialty Materials		manufactures glass, glass ceramics and other advanced optic materials to meet a wide range of advanced needs in diverse industries
Environmental Technologies		manufactures ceramic substrates and filters for emissions control systems in mobile applications
Life Sciences		develops, manufactures and supplies labware, equipment, media, serum and reagents to enable workflow solutions for drug discovery and bioproduction

	ANNUAL DIVIDENDS PER COMMON SHARE AND INCREASE OVER PRIOR YEAR

Pay Component	Form and Payout Method	Purpose	Award Value
Base Salary	Cash - fixed	• Attract and retain talent • Provide financial certainty	• Value of role to the Company • Value of role in competitive marketplace • Skills and performance • Internal equity
Short-Term Incentives (STI)
• GoalSharing Plan	Cash - variable	• Focus all employees on delivering annual unit and business scorecard objectives	• Generally targeted at 5% of base salary based on annual corporate performance and business unit objectives
• Performance Incentive Plan (PIP)	Cash - variable	• Provide additional incentive to executives to deliver specific annual corporate and business financial plans	• Target awards are set individually based on the competitive marketplace and level of experience • In 2023, cash PIP was exchanged for PSUs capped at 110% of target. 2023 PIP PSU payouts for NEOs are based on corporate financial performance
Long-Term Incentives (LTI) • Cash Performance Units • Performance Stock Units • Restricted Stock Units	25% cash and 75% stock, 70% performance-based (CPUs and PSUs) and 30% time-based (RSUs)	• Focus executives on long-term results • Align the long-term interests of executives and shareholders • Ensure equity ownership for executive team • Reward achievement of long-term objectives over the three-year measurement period • Retain talent	• Target awards are based on competitive marketplace, level of executive, skills and performance • Actual units earned relative to target is based on corporate performance against pre-set goals • Value of PSUs and RSUs is tied directly to the price of our common stock
All Other: • Benefits • Perquisites • Severance Protection	Ongoing or Event-Driven	• Support the health and security of our executives, and their ability to plan for retirement • Enhance executive productivity	• Employee health and safety • Competitive marketplace • Level of executive

Name and Primary Occupation	Age	Director since	Committee Memberships*	Other Public Company Boards
Leslie A. Brun Chairman and Chief Executive Officer, Sarr Group, LLC	71	2018	• Audit • Compensation	1
Stephanie A. Burns Retired Chairman and Chief Executive Officer, Dow Corning Corporation	69	2012	• Audit • Corporate Responsibility (Chair)	2
Pamela J. Craig Retired Chief Financial Officer, Accenture plc.	67	2021	• Audit • Corporate Responsibility	2
Robert F. Cummings, Jr. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co.	74	2006	• Executive • Finance (Chair) • Governance	0
Roger W. Ferguson, Jr. Steven A. Tananbaum Distinguished Fellow for International Economics, Council on Foreign Relations	72	2021	• Compensation • Governance	2
Thomas D. French Senior Partner Emeritus, McKinsey & Company, Inc.	64	2023	• Audit • Corporate Responsibility	0
Deborah A. Henretta Retired Group President of Global E-Business, Procter & Gamble Company	62	2013	• Corporate Responsibility • Information Technology	3
Daniel P. Huttenlocher Dean, MIT Stephen A. Schwarzman College of Computing	65	2015	• Finance • Information Technology	1
Kurt M. Landgraf Retired President, Washington College	77	2007	• Audit (Chair) • Compensation • Executive	0
Kevin J. Martin Vice President, US Public Policy, Meta Platforms, Inc.	57	2013	• Corporate Responsibility • Governance	0
Deborah D. Rieman Retired Executive Chairman, Metamarkets Group	74	1999	• Compensation (Chair) • Information Technology	0
Hansel E. Tookes II Retired Chairman and Chief Executive Officer, Raytheon Aircraft Company	76	2001	• Compensation • Executive • Governance (Chair)	0
Wendell P. Weeks Chairman and Chief Executive Officer, Corning Incorporated	64	2000	• Executive (Chair)	1
Mark S. Wrighton Professor and Chancellor Emeritus, Washington University in St. Louis	74	2009	• Finance • Information Technology (Chair)	0

Skills and Experience

8 Technology and Innovation	10 Risk Oversight	4 Public Company CEO or C-Suite Experience	9 Industry Experience


8 Finance and M&A	6 Operations	7 Corporate Governance & Ethics	13 Public Company Director Experience


75%	29%	14%	43%
of directors elected in the past five years are diverse	of Committees chaired by women	of Committees chaired by racially/ethnically diverse directors	of Committees chaired by diverse directors

	Practice	Description
	ISG Principle 1: Boards are accountable to shareholders
	Annual election of directors	All directors are elected annually, which reinforces our Board’s accountability to shareholders.
	Majority voting standard for director elections	Our by-laws mandate that directors be elected under a “majority voting” standard in uncontested elections. Each director nominee must receive more votes “For” his or her election than votes “Against” to be elected.
	Proxy access	Eligible shareholders may include their director nominees in our proxy materials.
	No poison pill	Corning does not have a poison pill.
	ISG Principle 2: Shareholders should be entitled to voting rights in proportion to their economic interest
	One-share, One-vote	Corning has one class of voting stock. Each share is entitled to one vote.
	ISG Principle 3: Boards should be responsive to shareholders and be proactive in order to understand their perspectives
	Shareholder engagement	Our investor relations team maintains an ongoing dialogue with investors and portfolio managers year-round on matters of business performance and results. In the 2023-2024 proxy season, we reached out to investors representing approximately 52% of our outstanding shares and engaged with shareholders representing approximately 27% of our shares. Management and directors engage with our largest shareholders’ governance teams on topics such as governance, our strategic priorities, compensation, human capital management and sustainability.
	ISG Principle 4: Boards should have a strong, independent leadership structure
	Lead Independent Director	Our Corporate Governance Guidelines require a Lead Independent Director with specific responsibilities to ensure independent oversight of management whenever our CEO is also the Chair of the Board. As former Chairman, Chief Executive Officer and President of Merck & Co., Inc., our Lead Independent Director, Richard T. Clark, brings deep leadership experience to the role. See page 22.
	Annual Evaluation of Leadership Structure	The Board considers the appropriateness of its leadership structure annually and discloses in the proxy statement why it believes the current structure is appropriate. See page 22.

	Practice	Description
	ISG Principle 5: Board should adopt structures and practices that enhance their effectiveness
	Independence	Our Corporate Governance Guidelines require a majority of our directors to be independent. Currently, all directors but one (or 93%) are independent. Except for our Executive Committee, each of our Board committees consists entirely of independent directors. See page 28.
	Skills and qualifications	Our Board is composed of accomplished professionals with deep experiences, skills, and knowledge relevant to our business, resulting in a highly functioning and engaged Board. A matrix of relevant skills can be found on page 38.
	Commitment to Diversity	The Board seeks to achieve diversity among its members and is committed to actively seeking out highly qualified women and minority candidates, as well as candidates with diverse backgrounds, skills and experiences. The Board’s definition of diversity explicitly includes gender and racial/ethnic background. See page 26.
	Director tenure	The current average tenure of members of our Board, excluding our CEO Mr. Weeks and our retiring directors Mr. Blair and Mr. Clark, is 11 years. The Board’s retirement policy requires a director to retire at the annual meeting of shareholders following the director’s 78th birthday. In addition, a director is required to submit an offer of resignation for the Board’s consideration upon any significant change in the director’s principal employment or responsibilities.
	Director overboarding	The Board believes director participation on other public company boards adds additional depth to our governance and risk oversight practices. However, we have a policy to help provide confidence that each of our directors can dedicate the meaningful amount of time necessary to be a highly effective member of the Board. Absent review and approval by the Nominating and Corporate Governance Committee, 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.
	Board and committee evaluations	The Board and each committee conduct an annual review of their effectiveness. The Chair of the Nominating and Corporate Governance Committee, as part of the Board evaluation, annually interviews each director and solicits feedback regarding the Board’s composition, performance, effectiveness and areas of focus. From those discussions, the Chair of the Nominating and Corporate Governance Committee reports the results of the evaluation to the full Board, composes a list of action items and follows-up to ensure implementation. See page 26 for more information.
	Meeting attendance	The Board met seven times in 2023. Directors attended 97% of combined total Board and applicable committee meetings in 2023. See page 33.
	ISG Principle 6: Boards should develop management incentive structures that are aligned with the long-term strategy of the company
	Robust stock ownership guidelines	We require robust stock ownership for directors (5x annual cash retainer), CEO (6x base salary), and other NEOs and Senior Leadership Team members (3x base salary). See page 54.
	Shareholder support for executive compensation	Corning’s executive compensation program received 91% shareholder support in 2023 and has averaged 91% shareholder approval over the past three years.
	Committee oversight of executive compensation	The Compensation and Talent Management Committee annually reviews and approves the executive compensation program’s design, goals and objectives for alignment with our business objectives and general compensation strategies.
	Long- and short-term goals drive executive compensation	Our annual and long-term incentive programs are designed to reward financial and operational performance in support of Corning’s strategic priorities, a topic on which management regularly engages shareholders.
	Clear communication of economic drivers of executive compensation	The proxy statement clearly communicates the link between management incentive compensation plans and the Company’s short- and long-term performance.


	Duties and Responsibilities

	CHAIRMAN OF THE BOARD • Presides over meetings of the Board. • Presides over meetings of shareholders. • Consults and advises the Board and its committees on the business and affairs of the Company. • Performs such other duties as may be assigned by the Board. CHIEF EXECUTIVE OFFICER • Oversees the affairs of the Company, subject to the overall direction and supervision of the Board and its committees and subject to such powers as reserved by the Board.		LEAD INDEPENDENT DIRECTOR • 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. • Participates in conversations 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. • Performs other duties as the Board may designate. • 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.

	Committee		Primary Responsibilities
	Audit⁽¹⁾ Number of Meetings in 2023: 10		• 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 control over financial reporting and tax planning
	Compensation and Talent Management⁽²⁾ Number of Meetings in 2023: 6		• Establishes 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 other elected officers and senior executives • Recommends to the Board the compensation arrangements for all 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
	Corporate Responsibility and Sustainability Number of Meetings in 2023: 5		• Assists the Board in fulfilling its oversight responsibility by reviewing Corning’s strategies and policies in, and overseeing risks related to, the areas of public relations and reputation, human capital management and employee relations, government and public policy, sustainability and community responsibility. These areas include: - Corning’s sustainability program and environmental responsibilities, including sustainability goals, environmental and social policies and practices, and energy and water management strategies - safety and health policies and practices, compliance, and human capital management matters such as code of conduct, diversity and inclusion, human rights and labor matters - Political and lobbying activities, relationships with significant governmental agencies in the countries in which the Company operates, and political contributions - Corporate identity, investor relations, media relations (including social media), crisis communications, and product liability - Charitable contribution strategies and significant projects undertaken to improve communities within which the Company has significant operations and employment
	Executive Number of Meetings in 2023: 6		• 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

	Committee		Primary Responsibilities
	Finance Number of Meetings in 2023: 5		• 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
	Information Technology Number of Meetings in 2023: 6		• 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); artificial intelligence; disaster recovery capabilities and IT business interruption plans
	Nominating and Corporate Governance⁽³⁾ Number of Meetings in 2023: 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

Skill	Description of the Skill and Explanation of Its Importance to Our Board
Public Company Board Experience	Directors who have served on other public company boards can offer perspectives on board dynamics and operations, relations between the board and management, and oversight of matters that are vital to long-term shareholder value creation including corporate governance, executive compensation, risk management, shareholder relations, management and board succession planning and strategic, operational and compliance matters.
Finance and M&A	Corning is committed to strong financial discipline, effective allocation of capital, and an appropriate capital structure. The Company’s business is multi-faceted and involves complex financial transactions, including mergers and acquisitions, in many countries and in many currencies. We believe that directors who have senior financial leadership experience at large global organizations and financial institutions, and directors who are experienced allocators of investment capital, are important to Corning’s success.
Risk Oversight	Corning considers risk management and risk oversight experience a required skillset represented by most directors on our Board. Directors who possess these skills are best positioned to evaluate whether the Company’s risk management policies and procedures are consistent with the Company’s strategy and business purpose; that these policies and procedures are functioning as directed; that steps are taken to foster an enterprise-wide culture that supports appropriate risk awareness, behavior and judgments about risk and that recognizes and appropriately addresses risk-taking that exceeds the company’s determined risk appetite.
Accounting	As a public company, Corning is subject to certain auditing, financial accounting, and financial reporting requirements. The Board, particularly through its Audit Committee, is responsible for reviewing Corning’s complex financial statements and disclosures, overseeing financial reporting and internal controls, and monitoring internal and external auditors. Directors who understand financial reporting and the auditing process are important to ensuring that Corning’s achieves accuracy and transparency in its public disclosures.
Corporate Governance and Ethics	The Board is responsible for shaping the Company’s corporate governance priorities and structure, which must be transparent and responsive to our shareholders. Because corporate governance affects a company’s fundamental operation, it can significantly impact corporate operations. The Board must have directors with experience in keeping up with and understanding constantly changing corporate governance expectations and practices. Having directors with experience in corporate governance also better positions the Board to engage with shareholders on such matters.
Legal and Regulatory	Corning’s business requires compliance with multiple regulatory requirements across many countries and the ability to maintain relationships with various governmental entities and regulatory bodies. Directors who understand the legal and regulatory landscape applicable to the Company provide valuable advice and insight into navigating these regimes.

Skill	Description of the Skill and Explanation of Its Importance to Our Board
Compensation and Talent Management	When properly structured, executive compensation and benefits drive business success, while discouraging imprudent risk-taking and aligning management’s interest with those of shareholders. Talent and human capital management is critical to succession planning and to fostering a productive and safe culture and working environment. Corning believes that these topics are inherently linked, and that director expertise in both is required to drive long-term value.
Operations	Corning’s business thesis can be simplified to “Invent. Make. Sell.” Operations are integral to the manufacturing of our products and efficient management of the enterprise. Corning values board members who are knowledgeable about and possess experience in operations and supply chain management, and the risks inherent in both, so that the Board can oversee our efforts to improve our processes and products.
Strategic Planning and Overisight	Directors who understand how to strategically plan for the future of the Company, in both the short- and long-term, are better able to oversee and advise management with respect to the formulation and execution of the Company’s strategic plans and their connection to long-term value.
Cyber Security and Information SecuritY	A robust cybersecurity environment is critical to protecting Corning’s technology infrastructure, intellectual property, manufacturing and operations, customer and employee information, and integrity as a modern global business. Corning believes its Board should contain directors with experience in information technology and establishing or overseeing information/cyber security systems and protocols.
Technology and Innovation	At Corning, our growth is fueled by a commitment to innovation. We succeed through sustained investment in research, development, and engineering, a unique combination of material and process innovation, and close collaboration with customers to solve tough technology challenges. Corning values directors who understand the business of technology and have experience driving innovation and product development. In addition, Corning believes that artificial intelligence (AI) carries opportunities and risks for the Corporation and the world; directors with an understanding of artificial intelligence will enable the Board to make informed strategic decisions, manage risks and navigate the ethical and regulatory considerations associated with the adoption of AI technologies.
Industry Experience	Corning seeks directors with experience in industries that utilize specialty glass, ceramics, and related materials and technologies, including telecommunications, consumer electronics, display technologies, life sciences, automotive, and others. This experience is critical to the oversight of Corning’s businesses and strategies in these unique and rapidly changing industries.


	Stephanie A. Burns Director Since 2012. Age 69. Retired Chairman and Chief Executive Officer, Dow Corning Corporation Dr. Burns has nearly 40 years of global innovation and business leadership experience. Dr. Burns joined Dow Corning in 1983 as a researcher and specialist in organosilicon chemistry. In 1994, she became the company’s first director of women’s health. She was elected to the Dow Corning Board of Directors in 2001 and elected as president in 2003. She served as chief executive officer from 2004 until May 2011 and served as chair from 2006 until her retirement in December 2011. Experience, Skills and Qualifications of Particular Relevance to Corning: As the former chief executive officer of a major chemical company, Dr. Burns brings to Corning’s Board broad expertise in global innovation, directing scientific research, manufacturing and commercial management, and science and technology leadership. Reflecting the deep technical skills related to her Ph.D. in organic chemistry, and as the past honorary president of the Society of Chemical Industry, chair of the American Chemistry Council and member of President Obama’s President’s Export Council, Dr. Burns brings the perspectives of a leader in scientific innovation to the Board. Her background in organic chemistry and experience in managing the impacts of manufacturing on the environment, understanding of the effective management and disclosure of environmental, social and governance (ESG) risks and opportunities, and her educated perspective on corporate sustainability practices ensure the appropriate oversight of ESG at Corning and enable the driving of long-term value for stakeholders. Top Skills Brought to Our Board

Committees • Audit • Corporate Responsibility and Sustainability (Chair)
Current Public and Investment Company Directorships • HP Inc. • Kellanova (formerly Kellogg Company)
Public and Investment Company Directorships Held During the Past 5 Years • None


		Public Company Board Experience	Finance and M&A	Risk Oversight
		Corporate Governance and Ethics	Compensation and Talent Management	Operations
		Strategic Planning and Oversight	Technology and Innovation	Industry Experience


Pamela J. Craig Director Since 2021. Age 67. Retired Chief Financial Officer, Accenture plc. From 2006 through 2013, Ms. Craig served as chief financial officer of Accenture plc., a global management consulting, technology services and outsourcing company, following many other leadership roles in line management, consulting and operations during her 34 years with the company. She is also actively involved in charitable organizations focused on education and on the advancement of women in business, including The Women’s Forum of New York, New York University Stern School of Business, Junior Achievement of New Jersey, and is a member of the Board of Trustees of Smith College. Experience, Skills and Qualifications of Particular Relevance to Corning: Ms. Craig brings to Corning’s Board over 34 years of finance, management, operational, technology and international business expertise from her time as chief financial officer at Accenture. Her skills and experience as the CFO of Accenture are particularly relevant to the perspective she brings to the Audit Committee. In particular, she brings knowledge of business transformations, mergers and acquisitions, strategic planning and business process improvement. She also brings broad oversight and strategic skills from her time on the boards of several large, global public companies. Top Skills Brought to Our Board






	Public Company Board Experience	Finance and M&A	Operations
	Strategic Planning and Oversight	Industry Experience




	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.


Robert F. Cummings, Jr. Director Since 2006. Age 74. Retired Vice Chairman of Investment Banking, JPMorgan Chase & Co. Mr. Cummings retired as vice chairman of Investment Banking at JPMorgan Chase & Co.in February 2016. He had served in that role since December 2010, advising on client opportunities across sectors and industry groups. Mr. Cummings began his business career in the investment banking division of Goldman, Sachs & Co. in 1973 and was a partner of that firm from 1986 until his retirement in 1998. He served as an advisory director at Goldman Sachs until 2002. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Cummings brings nearly 50 years of investment banking experience to the Board; in particular, he brings expertise in public and private financing, business development, private equity, mergers and acquisitions, and other strategic financial issues. Additionally, he brings to the Board experience in the business development and growth of technology, telecommunications, and emerging businesses. Mr. Cummings’ expansive financial experience and broad skillset enable his effective leadership as Chair of our Finance Committee. Top Skills Brought to Our Board






	Public Company Board Experience	Finance and M&A	Risk Oversight
	Strategic Planning and Oversight




	Committees • Nominating and Corporate Governance • Compensation
	Current Public and Investment Company Directorships • Alphabet, Inc. • International Flavors & Fragrances, Inc.
	Public and Investment Company Directorships Held During the Past 5 Years • General Mills, Inc. • Blend Labs, Inc.


Roger W. Ferguson, Jr. Director Since 2021. Age 72. Steven A. Tananbaum Distinguished Fellow for International Economics, Council on Foreign Relations Mr. Ferguson is the Steven A. Tananbaum Distinguished Fellow for International Economics at the Council on Foreign Relations. He is also a partner and the Chief Investment Officer of Red Cell Partners, an incubation and venture capital enterprise focused on the health care and defense sectors. He is the past President and Chief Executive Officer of TIAA, a position he held from April 2008 until April 2021. He is also the former Vice Chairman of the Board of Governors of the U.S. Federal Reserve System. Prior to joining TIAA in April 2008, Mr. Ferguson was head of financial services for Swiss Re and Chairman of Swiss Re America Holding Corporation. From 1984 to 1997, he was an Associate and Partner at McKinsey & Company. He began his career as an attorney at the New York City office of Davis Polk & Wardwell. Mr. Ferguson has been a national leader in banking and financial services for over 20 years as the former President and Chief Executive Officer of a Fortune 100 company and Vice Chairman of the Federal Reserve; he brings extensive banking, financial and executive leadership expertise to Corning’s Board. Mr. Ferguson is a member of the Smithsonian Institution’s Board of Regents and the American Academy of Arts & Sciences. He also serves on the boards of the Institute for Advanced Study and Memorial Sloan Kettering Cancer Center. He is a fellow of the American Philosophical Society and a member of the Economic Club of New York, the Council on Foreign Relations, the Group of Thirty, and the National Association for Business Economics. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Ferguson’s extensive background in economics and complex regulatory matters, and distinguished career as a financial services executive, enables him to provide invaluable insight to the Board in an evolving economic, regulatory and asset management industry landscape. In addition, his extensive experience as a public company director has afforded him the ability to gain a well-informed understanding of key corporate governance and executive compensation matters.






Top Skills Brought to Our Board
	Public Company Board Experience	Finance and M&A	Risk Oversight
	Accounting	Corporate Governance and Ethics	Legal and Regulatory
	Strategic Planning and Oversight


Thomas D. French Director Since 2023. Age 64. Senior Partner Emeritus, McKinsey & Company, Inc. Mr. French retired as a Senior Partner of McKinsey & Company in December 2019, and currently is Senior Partner Emeritus. Over his 33-year career in consulting, he served leading technology-driven industrial companies on strategy, marketing, governance, and organization design. He led the firm’s Global Marketing and Sales Practice for five years, the Americas Practice for seven years, and served on multiple firm governance committees. He is a trustee of several non-profit organizations. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. French brings four decades of management consulting experience to the Board. In particular, he brings deep familiarity with how global, technology-driven companies approach strategic planning, digital transformation, customer engagement, organization design, innovation, and matters of governance. He is also deeply versed in the dynamics of Corning’s end markets, including telecommunications, display glass, advanced materials, and consumer electronics. In his role leading McKinsey’s Marketing and Sales Practice, he gained unique insight into how innovation-driven industrial companies commercialize new technologies and build businesses.






Top Skills Brought to Our Board
	Corporate Governance and Ethics	Strategic Planning and Oversight
	Technology and Innovation	Industry Experience


	Deborah A. Henretta Director Since 2013. Age 62. Retired Group President of Global E-Business, Procter & Gamble Company Ms. Henretta has nearly 40 years of business leadership experience across both developed and developing markets, as well as expertise in brand building, marketing, philanthropic program development and government relations. She joined Procter & Gamble (P&G) in 1985. In 2005, she was appointed President of P&G’s business in ASEAN, Australia and India. She was appointed group president, P&G Asia in 2007, group president of P&G Global Beauty Sector in June 2013, and group president of P&G E-Business in February 2015. She retired from P&G in June 2015. Ms. Henretta was a member of Singapore’s Economic Development Board (EDB) from 2007 to 2013. In 2008, she received a U.S. State Department appointment to the Asia-Pacific Economic Cooperation’s Business Advisory Council, becoming the first woman to hold the position. In that role, she advised top government officials, including former President Barack Obama and former Secretary of State Hillary Clinton. She is a senior advisor to G100, partner of Council Advisors, and spearheads SSA & Company’s digital transformation practice. Experience, Skills and Qualifications of Particular Relevance to Corning: Ms. Henretta brings to the board her extensive experience in transformative and inclusive leadership, global operations, government relations, brand building, marketing, emerging markets management, governance and ESG matters from her time as the Group President of Procter & Gamble’s Global E-Businesses, her numerous government appointments, and her ongoing development of corporate leaders and board members through the G100 and Council Advisors. She also brings to the Board a broad knowledge of the issues currently facing public companies, in particular the process of digital transformation, through her experience on the boards of other public companies and her current work with SSA & Company. Ms. Henretta also received ESG Certification from Competent Board.

Committees • Corporate Responsibility and Sustainability • Information Technology
Current Public and Investment Company Directorships • American Eagle Outfitters, Inc. • Meritage Homes Corporation • NiSource, Inc.
Public and Investment Company Directorships Held During the Past 5 Years • None


	Top Skills Brought to Our Board
		Public Company Board Experience	Risk Oversight	Corporate Governance and Ethics
		Legal and Regulatory	Operations	Strategic Planning and Oversight
		Technology and Innovation




	Committees • Finance • Information Technology
	Current Public and Investment Company Directorships • Amazon.com, Inc.
	Public and Investment Company Directorships Held During the Past 5 Years • None


Daniel P. Huttenlocher Director Since 2015. Age 65. Dean, MIT Stephen A. Schwarzman College of Computing Dr. Huttenlocher is the Dean of the MIT Schwarzman College of Computing. Prior to joining MIT, Dr. Huttenlocher served as dean and vice provost of Cornell Tech from 2012 to 2019 and worked for Cornell University from 1988 to 2012 in various positions. Before Cornell, Dr. Huttenlocher worked at Xerox Palo Alto Research Center and was Chief Technology Officer at Intelligent Markets, Inc. He has also served as the Chair of the John D. and Catherine T. MacArthur Foundation, an independent foundation that makes grants and impact investments to support non-profit organizations addressing global social challenges. Dr. Huttenlocher holds a Ph.D. in computer science and a Master of Science degree in Electrical Engineering, both from the Massachusetts Institute of Technology. Experience, Skills and Qualifications of Particular Relevance to Corning: Dr. Huttenlocher is a renowned computer science researcher and educator, inventor, innovator and entrepreneur with two dozen U.S. patents. He brings to the board extensive experience in technology innovation and commercialization, customer experience, software and the societal impact of artificial intelligence. In addition, his understanding of technical computing deepens our understanding of the cybersecurity landscape.






Top Skills Brought to Our Board
	Public Company Board Experience	Strategic Planning and Oversight	Cybersecurity and Information Security
	Technology and Innovation	Industry Experience




	Committees • Audit (Chair) • Compensation • Executive
	Current Public and Investment Company Directorships • None
	Public and Investment Company Directorships Held During the Past 5 Years • Louisiana-Pacific Corporation


Kurt M. Landgraf Director Since 2007. Age 77. Retired President, Washington College From July 2017 to July 2020, Mr. Landgraf was president of Washington College. He previously served as president and chief executive officer of Educational Testing Service (ETS), a private non-profit educational testing and measurement organization, from 2000 until his retirement in December 2013. Prior to that, he was executive vice president and chief operating officer of E.I. Du Pont de Nemours and Company (DuPont), where he held several senior leadership positions, including chief financial officer. Experience, Skills and Qualifications of Particular Relevance to Corning: Mr. Landgraf brings to the Board a wealth of executive management experience in public companies, non-profit entities, higher education, and government. As former chief executive officer of ETS and chief financial officer of DuPont, he brings broad financial expertise and operations skills and experience, as well as specialized knowledge of technology, transportation, education, finance, pharmaceuticals, health care, energy, materials, and mergers and acquisitions.






Top Skills Brought to Our Board
	Public Company Board Experience	Finance and M&A	Risk Oversight
	Accounting	Corporate Governance and Ethics	Compensation and Talent Management
	Operations	Strategic Planning and Oversight	Industry Experience