Robust Compensation Program Governance Corning has rigorous and robust governance with respect to its executive compensation plan: ✓What We Do |  | What We Don’t Do |  Close alignment of pay with performance over both the shortshort- and long-term horizon, and delivery of the goals of our Strategy and Capital Allocation Framework
✓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 3-yearthree-year vesting period for restricted stock or restricted stock unit awards in the employee equity plan ✓ Independent compensation consultant advisor toadvises 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 ✕
| | |  No tax gross-ups or tax assistance on perquisites
✕ No repricing or cash buyoutof underwater stock options without shareholder approval
✕ No excise tax gross-ups forofficer agreements entered into after July 2004
|
20182021 Executive Compensation Program Details
Our key compensation program principles are as follows: | ● | Provide a competitive base salary | | | | ● | Pay for performance | | | ● | Incent execution of our Strategy and Capital Allocation Framework | | | | ● | Apply a team-based management approach | | | | ● | Increase the proportion of performance-based incentive compensation for more senior positions | | | | ● | Align the interests of our executive group with shareholders |
Base Salary Base salaries provide a form of fixed compensation and are reviewed annually by the Committee, which considers internal equity and individual performance, as well as competitive positioning, as discussed in the “Compensation Peer Group” section starting on page 54.65. In 2018, Mr.2021 Messrs Weeks’ and McRae’s base salarysalaries were increased by 3%, consistent3.25% in line with the salary increase budget for all otherincreases of U.S. salaried employees. Mr.Messrs. Musser, Steverson and Tripeny received a base salary increaseincreases of 15% as part of a multi-year strategy5.3%, 10.0% and 12.3%, respectively, to better align his overall compensation package to comparabletheir base salaries with external salary benchmarks as he continues to demonstrate strong performance as CFO. Base salariesfor similar roles based on the expansion of the remaining NEOs increased by 5.5% as a result of strong performance and to align compensation with both internal and external salary benchmarks as the Company grows.their responsibilities which occurred in 2020 but had not been recognized during that year. 50 | CORNING 2019 2022 PROXY STATEMENT | 61 | |
Table of Contents Compensation Discussion & Analysis Short-Term Incentives Short-term incentives are designed to reward NEOs for Corning’s consolidated annual financial and operational performance supporting our Strategy and Capital Allocation Frameworkstrategic priorities and team-based management approach. Corning has two short-term incentive plans: the Performance Incentive Plan (PIP) and GoalSharing. PIP targets are individually established by the Committee each February as a percentage of the NEO’s year-end salary depending on the competitive marketplace and his or her level of experience. In 2018,2021, Mr. Weeks’ PIP target iswas unchanged at 150% of year-end base salary. Mr. McRae’sMusser’s PIP target iswas 120% of year-end base salary, Mr. Tripeny’s PIP target was 95% of year-end base salary, and Messrs. McRae and Steverson’s PIP target was 85% of year-end base salary and other NEOs have2021. PIP targetswas based 50% on corporate financial performance (75% of 80%. PIP goals are approved in February and payments are made by the following March 15 once the performance results are known. As outlined on page 48, the 2018 PIP payout will be 126% of targetwhich was based on core EPS and 25% on core net sales) and 50% on the average financial performance achievement aboveof the pre-established targets.five MAPs (25% of which was based on core net sales, 25% on adjusted free cash flow and 50% on core NPAT of each MAP, respectively.). Corporate performance was 198% weighted at 50% and the average financial performance of Corning’s five MAPs was 131% weighted at 50%, resulting in a final PIP result of 165% of target. GoalSharing is designed to motivate employees to work together to achieve the most critical goals in each business unit. All Corning employees are eligible for GoalSharing with a target opportunity generally equal to 5% of base salary. Earned GoalSharing awards may be 0% -to 10% of base salary and the award is weighted 25% on corporate financial performance (using the same metrics as under the PIP) and 75% on the applicable business unit performance. The NEOs’ GoalSharing is based 25% on corporate financial performance and 75% on the average of the results of all business unit plans. In 2021 the NEO’s GoalSharing goals are approvedwas earned at 7.44% of base salary. See page 59 for details on the 2021 PIP and GoalSharing metrics and actual results for the year. Long-Term Incentives Beginning in February each year2020, the Long-Term Incentive (LTI) Plan components were realigned. The portion of LTI provided in cash (CPUs) was reduced from 60% to 25% and payment are made by the endportion of LTI delivered in equity was increased from 40% to 75%. Stock options were eliminated. PSUs were added with PSUs comprising 45% of the following February onceLTI target and RSUs comprising 30% of the target. The total portion of LTI tied to corporate financial performance results are known. As outlined on page 48,increased from 60% to 70%, with the 2018 GoalSharing payout will be 6.41% of year-end base pay dueother 30% tied to achievement above the pre-established targets.stock price performance. Long-Term Incentives
Long-Term Incentives (LTI) are comprised of cash and equity in the form of CPUs, RSUs, and stock options (Options). We believe it is important to link LTI amountsmetrics to financial measures that supportwill drive the executionsuccess of our Strategy and Capital Allocation Frameworkstrategic priorities and generate long-term value for our shareholders. We also believe it is important for a significant portion of LTI to be in the form of equity to align our executives’ stock ownershipfinancial interests with those of our shareholders.
LTI targets are established by the Committee for each NEO annually in February. Mr. Weeks’ 20182021 LTI target is $9was $11.65 million. Other NEOs’ targets may be found in footnote 32 to the Summary Compensation Table on page 5869 and range from $2.125$2.55 million to $2.4$4.10 million. | ● | PSUs and CPUsrepresent 60%45% and 25% of the annual target LTI target.value, respectively. Payout is based on cash generation and revenue growth, sales growth—measures that support our Strategy and Capital Allocation Framework as well as our long-term financial health and success. The 2021 performance measures for PSUs and CPUs are are: | | 1) | Adjusted Operating Cash Flow less CapEx (70%), which aligns thefree cash flow goal(70%) which focuses on generating cash to our capital allocation planensure the Company’s financial stability and maintains focusto allow for investment in innovation and future growth, and | | 2) | Core net sales (30%) which focuses on our CapEx,growth. | | Actual CPUs and 2) Core Net Sales (30%). Actual CPUsPSUs earned are based on the average of the actual performance over afor each year in the three-year period. CPUs awarded in 2018period, and are also subject to a three-yearan ROIC modifier of up to ±10% to further align compensation earned with the goal of our Strategy and Capital Allocation Framework to improve our corporate ROIC. Accordingly, CPUs earned for(for the years 2018-20202021, 2022 and 2023). For 2021, CPUs and PSUs will be vested and released (in the case of PSUs) and paid out (in 2021) subject to an adjustmentthe case of up to ±10%, dependingCPUs) in 2024 based on Corning’s ROIC performance over the three-year performance period compared to a pre-established performance target.goals, which are set at the start of each respective single-year performance period. | | | See page 59 for details on the 2021 PSU and CPU metrics and actual results for the year. | | ● | RSUsrepresent 25%30% of the annual target LTI value. The number of RSUs granted is determined based on the closing stock price on the grant date (the first business day of April,in April), and awards cliff vest approximately three years from the grant date. |
| | | ●62 | Optionsrepresent 15% of the annual target LTI value. The number of Options granted is determined using a Black-Scholes valuation. Options were granted on the first business day of April. Vesting is three years after the grant date, and the option awards have a maximum ten-year term.CORNING 2022 PROXY STATEMENT |
CORNING2019 PROXY STATEMENT | 51 |
Table of Contents Compensation Discussion & Analysis Long-Term Incentives – Cash ComponentCPUs and PSUs — Our Three-Year Performance Period Measurements
| * | Performance targets are generally established in February each year for the calendar year. See page 4859 for 2018 performance measures and results for the applicable year. | | ** | 3-year ROIC improvement target is established at the beginning of each 3-yearthree-year performance period. See page 48pages 59 and 60 for 2016-20182019-2021 performance measuremeasures and results |
2018 Long-Term Incentives – Equity Components
| CEO Compensation
Component | Target
Opportunity | Number of
Units/Options Granted | Vesting
Period | Value
Realized | Restricted
Stock
Units (RSUs) | CEO:
$2.25 million
Other NEOs:
$0.53 million to
$0.6 million
| 25% of LTI target, based on the closing price of Corning’s common stock on the grant date (April 2, 2018) | Approximately
3 years | Dependent upon Corning common stock price on the vesting date | Stock
Options | CEO:
$1.35 million
Other NEOs:
$0. 32 million to
$0.36 million
| 15% of LTI target, based on the Black Scholes Valuation at the time of the grant (April 2, 2018) | 3 years | Dependent upon Corning common stock price increase, if any, between time of the grant and the time of exercise |
52 | CORNING2019 PROXY STATEMENT |
Table of Contents
Compensation Discussion & Analysis
CEO Target Compensation
Over the past fourteenseventeen years, under the leadership of Mr. Weeks, Corning has grown significantly, achieved the lowest cost position and market leadership in many key businesses, and created new-to-the-world product categories, such as Corning® Gorilla® Glass, heavy-duty diesel substrates and filters, customized fiber-to-the-home solutions and Corning Valor® Glass. During his tenure, Corning’s workforce has also increased by approximately 36,000 employees. Based on this sustained levelMr. Weeks’ significant experience and tenure as a CEO was of performance,particular value to the Company and its Directors as we navigated the pandemic in February 2018,2020 and 2021, having successfully steered the Company through other periods of significant uncertainty. The quick actions we took in 2020 positioned us to return to growth in the second half of 2020. Under Mr. Weeks’ leadership in 2021, all of Corning’s business units performed well and the Company ended the year with record-breaking core net sales despite the toughest supply chain and logistics challenges the Company had ever experienced.
CORNING 2022 PROXY STATEMENT | 63 | |
Table of Contents Compensation Committee approved a 3% baseDiscussion & Analysis In 2021, Mr. Week’s target compensation was increased, following the 2020 temporary salary increase for Mr. Weeks,reductions and an increase inflat LTI target, to $9 million.as a result of the solid financial performance that protected both our employees and the financial health of the Company during ongoing pandemic-related challenges. | ● | Base salary– Mr. Weeks’ 2021 base salary was increased by 3%3.25% in July 2021 from $1,481,800 to $1,530,000 in line with base salary increasesthe annual increase budget for all other U.S. based salaried employees. | | ● | Short-Term Incentives Target– 2021 cash PIP and GoalSharing both remained flat at 155% of base salary, comprised of a PIP targetunchanged with targets of 150% of base salary and a GoalSharing target of 5% of base salary.salary respectively. | | ● | Long-Term Incentives Target– increased from $9.75 million to $9$11.65 million from $8.25 millionafter remaining flat for two years. |
Eighty-nineNinety percent of Mr. Weeks’ target pay is directly tied to Corning’s business, operating and financial performance andor stock price.
Employee Benefits and Perquisites Employee Benefits:Our NEOs are eligible to participate in the same employee benefits plans as all other eligible U.S. salaried employees. These plans include medical, dental, life insurance, disability, matching gifts, qualified defined benefit and defined contribution plans. We also maintain non-qualified defined benefit and defined contribution retirement and long-term disability plans with the same general features and benefits as our qualified plans for all U.S. salaried employees affected by tax law compensation, contribution or deduction limits. In addition to the standard benefits available to all eligible U.S. salaried employees, the NEOs are eligible for the benefits and perquisites described in this section. Executive Supplemental Pension Plan (ESPP):We maintain an ESPP to reward and retain long-serving individuals who are critical to executing Corning’s innovation strategy. Our non-qualified ESPP covers approximately 2023 active participants, including all of the NEOs. In 2006, we capped the percentage of cash compensation earned as a retirement benefit under the ESPP at a maximum of 50% of final average pay for 25 or more years of service, a change that applies to all the NEOs except Dr. Morse.NEOs. The definition of pay used to determine benefits includes base salary and annual cash 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. All of the NEOs except Mr. Steverson 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” on page 64.76. Executive Physical and Wellness:All executives are eligible for an annual physical exam in addition to wellness programs sponsored by Corning for all employees. 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 with moving or with living and working outside The cost of the employee’s home country. The goal of these relocation and expatriate assistance programsphysical is to ensure that employees are not financially advantaged or disadvantaged because of their relocation and/or international assignment, including related taxes. In July 2016, Mr. Clappin’s assignment in Tokyo ended and he relocated back to Corning, NY. While he was based in Tokyo, Mr. Clappin was eligible for expatriate benefits. These amounts are detailed in footnote 5, section (v)imputed income to the Summary Compensation Table.
CORNING2019 PROXY STATEMENT | 53 |
Table of Contentsexecutive.
Compensation Discussion & Analysis
Other Executive Perquisites:We provide the NEOs with an overall allowance that can be used for home security, modest personal aircraft usage, and limited financial counselingcounselling services. Each NEO is responsible for all taxes on any imputed income resulting from these perquisites. Given the limited commercial flight options available in the Corning, New York area, the 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 Committee establishes annual personal aircraft usage caps under this program (both hours and absolute dollar value) for each NEO. The established cap for the CEO was 100 hours and $170,000; the cap for the other NEOs was approximately half this level or lower. Actual utilization fallsin 2021 fell well below these caps.caps, especially with limited flight options due to the pandemic. For additional details, refer to footnotes relating to “All Other Compensation” included with the Summary Compensation Table starting on page 58.68. 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” on page 67.79. | 64 | CORNING 2022 PROXY STATEMENT |
Table of Contents Compensation Discussion & Analysis Executive Change-in-Control Agreements:The 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 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 in order to receive severance benefits. Additional details about the specific agreements can be found under “Arrangements with Named Executive Officers – Change-in-Control Agreements” on page 69.81. In 2012, the Committee approved updated forms of agreements for all corporate officers entering into change-in-control agreements after July 2004, which 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. Except for Mr.Messrs. Steverson, Tripeny whose agreement is dated January 1, 2015, our current NEOsand Musser have the new form of agreements, whereas Messrs. Weeks and McRae have grandfathered agreements that were entered into prior to July 2004. Compensation Peer Group Corning is a diversified technology company with five reportable business segments. The majority 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. 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). For these reasons, our peer group for compensation purposes does not closely resemble the companies with which we compete for business. | ● | Our largest competitors and most relevant financial performance peers are not U.S. public companies.
| | ● | Corning must look to globally diversified companies or innovation companies in other industries to find companies of similar size and complexity. |
We currently participate in and use several executive compensation surveys for NEO positions. Primary surveys are the Willis Towers Watson General Industry Executive Compensation Survey, the Equilar TrueValueTrueView Survey and Aon Hewitt Total Compensation Measurement Survey for Executives. The surveys provide general market data for relevant positions in companies with revenues and market capitalization similar to Corning’s in both the Technologytechnology industry and in general industry. 54 | CORNING2019 PROXY STATEMENT |
Table of Contents
Compensation Discussion & Analysis
20182021 Compensation Peer Group
The Compensation Peer Group in 20182021 is set forth below. It is the same as the Compensation Peer Group in 2017, except for Monsanto Company and Praxair, Inc., which were acquired during 2018 and are no longer included.2020. | Advanced Micro Devices, Inc. | | Cummins Inc. | | Medtronic, Inc. | | TE Connectivity Limited | | Agilent Technologies, Inc. | | Danaher Corporation | | Motorola Solutions, Inc. | | Texas Instruments Incorporated | | Applied Materials, Inc. | | Dover Corporation | | NetApp, Inc. | | Thermo Fisher Scientific, Inc. | | BorgWarner, Inc. | | Eaton Corporation PLC | | PPG Industries, Inc. | | | | Boston Scientific Corporation | | HarrisL3Harris Corporation | | QUALCOMM, Inc. | | | | Broadcom Corporation | | Juniper Networks, Inc. | | Rockwell Automation, Inc. | | |
The Company selectsutilizes a fair and challenging Compensation Peer Group as a reference point when setting its executive compensation. The Company’s percentage ranking (using Core performance measures, where applicable) versus the Compensation Peer Group is near to or well-above the median in virtually all measured categories. PERCENT RANK, CORNING VERSUS COMPENSATION PEER GROUP 2022 PROXY STATEMENT | 65 | |
Compensation Discussion & Analysis PERCENT RANK, CORNING VERSUS COMPENSATION PEER GROUP 
Corning uses the Compensation Peer Group solely as a reference point, in combination with broader executive compensation surveys, to assess each NEO’s target total direct compensation (i.e., salary, 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 $12.9$15.0 million, and 75th percentile target total direct CEO compensation was $15.4$17.4 million, compared with Corning target total direct CEO compensation of $12.7$15.5 million. 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. Compensation Program – Other Governance Matters Role of Compensation Consultant The Compensation Committee has the authority to retain and terminate a compensation consultant, and to approve the consultant’s fees and all other terms of such engagement. Since 2014, the Committee has retained an executive compensation expert from Frederic W. Cook & Co., Inc. (FW Cook) as its independent consultant. In 2018,2021, FW Cook attended all Committee meetings. FW Cook advises the Committee on all matters related to NEO and director compensation and assists the Committee in interpreting its data as well as data and recommendations received from the Company. In 2018,2021, the Company also engaged Compensation Advisory Partners LLC (CAP) and Willis Towers Watson (WTW) to assist management with various executive compensation matters. The Committee conducted an independence review of FW Cook, CAP and WTW pursuant to SEC and NYSE rules, and concluded that the work of each firm for the Committee did not raise any conflicts of interest concerns. FW Cook provides no services to Corning other than the services rendered to the Committee. CORNING2019 PROXY STATEMENT | 55 |
Table of Contents
Compensation Discussion & Analysis
Role of Executive Management in the Executive Compensation Process Corning’s executive vice president, People and Digital and senior vice president (SVP), Human Resources and SVP, Global Compensation and Benefits, working closely with other members of Corning’s Human Resources, Law and Finance departments, are responsible for designing and implementing executive compensation programs and discussing with the Committee significant proposals or topics that affect executive compensation at the Company. The SVP, Global Compensation and Benefits, formulates the target total compensation recommendations for all of the NEOsexecutive officers (except the CEO) and reviews the recommendations for each of the other NEOs with the CEO. The NEOs do not recommend or suggest individual compensation actions that benefit them personally. The CEO may propose adjustments he deems appropriate before management’s recommendations are submitted to the Committee. Recommendations for the CEO’s compensation are prepared by the Committee’s independent compensation consultant (FW Cook) and are not discussed or reviewed with the CEO prior to the Committee’s review and the CEO is not present for discussion of his compensation by the Committee. The Committee recommends the CEO’s compensation to the Board annually. After the annual budget is finalized each year, the Committee receives management’s recommendations for the compensation planannual bonus and long-term incentive plans performance metrics and sets the final targets for the year. The CFO and the Controller typically attendsattend the annual Committee meeting to review the CD&A and at least one of them attends that portion of the February Committee meeting where performance metrics are reviewed. | 66 | CORNING 2022 PROXY STATEMENT |
Table of Contents Compensation Discussion & Analysis Clawback Policy Our clawback policy gives the Committee the sole and absolute discretion to make retroactive adjustments to any cash or equity-based incentive compensation paid to executive officers and other key employees if such payment was based upon the achievement of financial results that were subsequently the subject of a restatement. The Committee has discretion to seek recovery of any amount that it determines was received inappropriately by such individuals. Anti-Hedging Policy Our anti-hedging policy prohibits employees and directors from selling or buying publicly traded options on Corning stock, or trading in any Corning stock derivatives. Additionally, these individuals may not engage in transactions in which they may profit from short-term speculative swings in the value of Corning stock utilizing “short sales” or “put” or “call” options. Anti-Pledging Policy Our anti-pledging policy prohibits employees and directors from holding Corning stock in a margin account or pledging Company securities as collateral for a loan. Tax Deductibility of Compensation
Historically, the Committee has made compensation decisions with an eye towards deductibility of performance-based pay under IRC Section 162(m). However, the Tax Cuts and Jobs Act of 2017 (“the Tax Act”) that was signed into law December 22, 2017 eliminated the exemption from Section 162(m)’s deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017. Compensation paid to our covered officers in excess of $1 million therefore will not be deductible unless it qualifies for transition relief.
Accounting Implications In designing our compensation and benefit programs, we review the accounting implications of our decisions. We seek to deliver cost-effective compensation and benefit programs that meet both the needs of the Company and our employees. 56 | CORNING2019 PROXY STATEMENT |
Table of Contents
Compensation Discussion & Analysis
Compensation Committee Report The Compensation Committee of the Board of Directors (the Committee), which is composed entirely of independent directors, is responsible to the Board of Directors and our shareholders for the oversight and administration of executive compensation at Corning. The Committee approves the principles guiding the Company’s compensation philosophy, reviews and approves executive compensation levels (including cash compensation, equity incentives, benefits and perquisites for officers) and reports its actions to the Board of Directors for review and, as necessary, approval. The Committee is responsible for interpreting Corning’s executive compensation plans and programs. In the event of any questions or disputes, the Committee may use its judgment and/or discretion to make final administrative decisions regarding these plans and programs. It is our practice that all compensation decisions affecting a corporate officer must be reviewed and approved by the Committee. Additional details regarding the role and responsibilities of the Committee are defined in the Committee Charter, located in the Corporate Governance section of the Company’s website. The Committee has reviewed and discussed the foregoing CD&A with management. Based on our review and discussions with management, we recommended to the Board of Directors that the CD&A be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2018.2021. The Compensation Committee: Deborah D. Rieman,Chair
Leslie A. Brun
Richard T. Clark
Roger W. Ferguson, Jr.
Kurt M. Landgraf
Hansel E. Tookes II CORNING 2019 2022 PROXY STATEMENT | 5767 | |
Table of Contents Compensation Discussion & Analysis 20182021 Compensation Tables
20182021 Summary Compensation Table
This table describes the total compensation paid to our NEOs for fiscal years 2018, 20172021, 2020 and 2016,2019, as required. The components of the total compensation are described in the footnotes below and in more detail in the tables and narratives that follow. For information on the role of each component of compensation, see the description under “Compensation Discussion and Analysis.” 2018 Non-Equity Incentive Plan Compensation for each NEO, shown in the table below in column (f), is arrived at by adding together the relevant 2018 value in each of columns (A), (B), (C), (D), (X) and (Y) from the tables in Footnote 3 below.
| (a) | | (b) | | (c) | | (d)(1) | | (e)(2) | | (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 | | 2018 | | $1,412,769 | | $2,250,004 | | $1,068,905 | | $9,496,910 | | $214,550 | | $477,933 | | $14,921,071 | | Chairman, Chief Executive | | 2017 | | 1,370,971 | | 2,062,503 | | 1,154,705 | | 9,240,173 | | 2,680,783 | | 359,440 | | 16,868,575 | | Officer and President | | 2016 | | 1,337,740 | | 2,062,491 | | 963,399 | | 5,750,512 | | 928,531 | | 266,582 | | 11,309,255 | | R. Tony Tripeny | | 2018 | | 643,269 | | 531,248 | | 252,380 | | 2,128,343 | | 784,470 | | 137,172 | | 4,476,882 | | Executive Vice President and | | 2017 | | 553,269 | | 475,011 | | 265,933 | | 1,796,340 | | 858,254 | | 111,412 | | 4,060,219 | | Chief Financial Officer | | 2016 | | 504,808 | | 349,991 | | 163,480 | | 916,406 | | 214,950 | | 126,222 | | 2,275,857 | | James P. Clappin | | 2018 | | 731,515 | | 587,497 | | 279,101 | | 2,521,206 | | 49,144 | | 333,350 | | 4,501,813 | | Executive Vice President, | | 2017 | | 703,600 | | 524,988 | | 293,929 | | 2,401,287 | | 674,260 | | 157,335 | | 4,755,399 | | Corning Glass Technologies | | 2016 | | 686,538 | | 525,007 | | 245,230 | | 1,537,749 | | 66,568 | | 3,452,856 | | 6,513,948 | | Lawrence D. McRae | | 2018 | | 780,113 | | 600,012 | | 285,043 | | 2,720,709 | | 58,395 | | 68,687 | | 4,512,959 | | Vice Chairman and Corporate | | 2017 | | 750,173 | | 562,491 | | 314,921 | | 2,610,289 | | 893,805 | | 78,304 | | 5,209,983 | | Development Officer | | 2016 | | 731,971 | | 562,505 | | 262,737 | | 1,633,734 | | 90,676 | | 83,329 | | 3,364,952 | | David L. Morse | | 2018 | | 677,465 | | 562,494 | | 267,225 | | 2,444,561 | | 444,224 | | 149,850 | | 4,545,819 | | Executive Vice President and | | 2017 | | 646,683 | | 524,988 | | 293,929 | | 2,321,182 | | 1,154,083 | | 115,809 | | 5,056,674 | | Chief Technology Officer | | 2016 | | 631,010 | | 525,007 | | 245,230 | | 1,498,641 | | 468,668 | | 97,390 | | 3,465,946 |
| (a) | | (b) | | | (c) | | | | | | (d)(1) | | | (e) | | | (f)(2) | | | (g)(3) | | | (h)(4) | | | (i) | | | Named Executive Officer | | Year | | | Salary | | | Bonus | | | Stock
Awards | | | Option
Awards | | | Non-Equity
Incentive Plan
Compensation | | | Change in
Pension Value
And
Nonqualified
Deferred
Compensation
Earnings | | | All Other
Compensation | | | Total | | Wendell P. Weeks
Chairman and Chief Executive Officer | | | 2021 | | | $ | 1,492,648 | | | $ | 0 | | | $ | 8,023,645 | | | $ | 0 | | | $ | 10,820,127 | | | $ | 0 | | | $ | 429,612 | | | $ | 20,766,032 | | | | | 2020 | | | | 1,151,245 | | | | 0 | | | | 8,417,516 | | | | 151,467 | | | | 7,549,868 | | | | 1,330,636 | | | | 351,021 | | | | 18,951,753 | | | | | 2019 | | | | 1,457,604 | | | | 0 | | | | 2,437,491 | | | | 1,262,629 | | | | 3,963,645 | | | | 4,527,898 | | | | 634,387 | | | | 14,283,654 | | R. Tony Tripeny
Executive Vice President
and Chief Financial
Officer | | | 2021 | | | | 748,721 | | | | 0 | | | | 1,817,807 | | | | 0 | | | | 2,947,452 | | | | 414,876 | | | | 107,010 | | | | 6,035,866 | | | | | 2020 | | | | 593,210 | | | | 0 | | | | 2,098,154 | | | | 54,636 | | | | 1,829,521 | | | | 702,995 | | | | 95,859 | | | | 5,374,375 | | | | | 2019 | | | | 700,769 | | | | 0 | | | | 587,494 | | | | 304,322 | | | | 960,485 | | | | 1,856,908 | | | | 134,966 | | | | 4,544,944 | | Lawrence D. McRae
Vice Chairman and
Corporate Development
Officer | | | 2021 | | | | 833,604 | | | | 0 | | | | 1,897,383 | | | | 0 | | | | 3,010,569 | | | | 0 | | | | 79,247 | | | | 5,820,803 | | | | | 2020 | | | | 687,804 | | | | 0 | | | | 2,400,779 | | | | 63,336 | | | | 2,019,691 | | | | 471,510 | | | | 48,505 | | | | 5,691,625 | | | | | 2019 | | | | 812,500 | | | | 0 | | | | 637,492 | | | | 330,221 | | | | 1,104,186 | | | | 1,842,624 | | | | 77,664 | | | | 4,804,687 | | Eric S. Musser
President and Chief
Operating Officer | | | 2021 | | | | 870,837 | | | | 0 | | | | 2,630,873 | | | | 0 | | | | 3,761,798 | | | | 163,366 | | | | 86,427 | | | | 7,513,301 | | | | | 2020 | | | | 645,040 | | | | 0 | | | | 2,616,593 | | | | 65,598 | | | | 1,917,331 | | | | 427,990 | | | | 80,943 | | | | 5,753,495 | | Lewis A. Steverson
Executive Vice President
and Chief Legal and
Administration Officer | | | 2021 | | | | 780,288 | | | | 0 | | | | 2,228,528 | | | | 0 | | | | 2,751,037 | | | | 442,144 | | | | 115,660 | | | | 6,317,657 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (1) | The amounts in the Stock Awards column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of awards of restricted stock units and restricted stock awardsperformance share units granted pursuant to the long termlong-term incentive plan. Assumptions used in the calculation of these amounts are included in Note 119 to the Company’s audited financial statements for the fiscal year ended December 31, 20182021 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2019.14, 2022. This same method was used for the fiscal years ended December 31, 20172020 and 2016.2019. There can be no assurance that the grant date fair value amounts will ever be realized. | | (2) | The amounts in the Options Awards column reflect the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of stock option awards granted pursuant to the long term incentive plan. Assumptions used in the calculation of these amounts are included in Note 1 to the Company’s audited financial statements for the fiscal year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 12, 2019. The grant date fair value amounts may never be realized. | (3) | The amounts in the Non-Equity Incentive Plan Compensation column reflect the sum of annual short termshort-term incentive payments and earned cash performance units. All of the annual cash bonuses paid to the NEOs are performance-based. Cash bonuses are typically paid annually through two plans: (i) GoalSharing; and (ii) the Performance Incentive Plan (PIP). Awards earned under the 20182021 GoalSharing plan were 6.41%7.44% of each NEO’s year-end base salary and paid in February 2019.2022. Awards earned under the 20182021 PIP were based on actual corporate performance compared to the Core EPS and core net sales goals established for the plans in February 2018. Based on actual performance,165% of each of the NEOs earned PIP awards equal to 126% of their annualNEO’s target bonus opportunities (established as a percentage ofopportunity times year-end base salary). Cash awards earned under the PIP for 2018 will besalary and paid in March 2019.2022. | | |
| Named Executive Officer | | Year End
Base Salary | | 2021
PIP Target % | | Actual
2021 PIP
Performance
Results (% Tgt.) | | (A)
2021 PIP
$ Award | | Actual 2021
GoalSharing
Performance % | | (B)
2021
GoalSharing
$ Award | | Wendell P. Weeks | | $1,530,000 | | 150% | | 165% | | $3,786,750 | | 7.44% | | $113,832 | | R. Tony Tripeny | | 800,000 | | 95% | | 165% | | 1,254,000 | | 7.44% | | 59,520 | | Lawrence D. McRae | | 852,800 | | 85% | | 165% | | 1,196,052 | | 7.44% | | 63,448 | | Eric S. Musser | | 900,000 | | 120% | | 165% | | 1,782,000 | | 7.44% | | 66,960 | | Lewis A. Steverson | | 825,000 | | 85% | | 165% | | 1,157,063 | | 7.44% | | 61,380 |
58 | CORNING2019 PROXY STATEMENT |
Table of Contents
Compensation Discussion & Analysis
| Named Executive Officer | | Year End
Base Salary | | 2018
PIP Target % | | Actual 2018 PIP
Performance
Results
(% Tgt.) | | (X)
2018
PIP $ Award | | Actual 2018
GoalSharing
Performance % | | (Y)
2018
GoalSharing
$ Award | | Wendell P. Weeks | | $1,435,200 | | 150% | | 126% | | $2,712,528 | | 6.41% | | $91,996 | | R. Tony Tripeny | | 690,000 | | 80% | | 126% | | 695,520 | | 6.41% | | 44,229 | | James P. Clappin | | 750,000 | | 80% | | 126% | | 756,000 | | 6.41% | | 48,075 | | Lawrence D. McRae | | 800,000 | | 85% | | 126% | | 856,800 | | 6.41% | | 51,280 | | David L. Morse | | 700,000 | | 80% | | 126% | | 705,600 | | 6.41% | | 44,870 |
In addition to the 20182021 GoalSharing and PIP and 2018 GoalSharing awards noted above, the amounts in column (f) also reflect the earned portions of CPU Awardsawards granted in 2018, 20172021, 2020 and 20162019 on the basis of 20182021 performance against established measures. 2018goals. 2021 CPU award payouts will be made in 2021February 2024 based on actual corporate performance compared to the established performance goals averaged over three years (2018, 2019(2021, 2022 and 2020)2023) and subject to thea ±10% 3-year ROIC modifier as described on page 48. 201754. 2020 and 20162019 CPU award payouts are based on achievement of annual performance goals averaged over three years (2017, 2018(2020, 2021 and 2019)2022) and (2016, 2017(2019, 2020 and 2018)2021) respectively and are also subject to thea ±10% 3-year ROIC modifier. Adjusted operating cash flow, capex and core net salesAnnual performance goals for 2019 and 2020 are yet to be established.established at the beginning of each year. While the final payout amounts for 20182021 and 20172020 CPU awards are unknown, the table below reflects the earned amount of 2018, 20172021, 2020 and 20162019 CPU awards, which are reflected in the “Non-Equity Incentive Plan Compensation” column above, on the basis of 20182021 performance metricsresults which excludesexclude the portion of the 20182021 and 2020 award that remains unearned because ROIC performance against targets (2018-2020) are not yet known and the portionunearned. The 3-year | 68 | CORNING 2022 PROXY STATEMENT |
Table of 2017 award that remains unearned because ROIC performance against targets (2017-2019) are not yet known. The 3-year Contents Compensation Discussion & Analysis ROIC modifier for the period 2016-2018 was +4.74%. The summary compensation table includes an2019 - 2021 is +3%, so the adjustment for 2016 CPUs as shown in the table belowSummary Compensation Table as a result of this modifier.modifier is shown below, since the amount “at risk” had been previously unreported until final performance was known. | Named Executive Officer | 2018 LTI
Target | 2018 CPU
Target
Award
($) | 2018 CPU
Performance
Results % | (A)
Prorated Earned
2018 CPU Award
Based on 2018
Performance
(Year One of
Three)
($)* | 2017 CPU
Target
Award
($) | (B)
Prorated Earned
2017 CPU Award
Based on 2018
Performance
(Year Two of
Three)
($)* | 2016 CPU
Target
Amount | (C)
Prorated Earned
2016 CPU Award
Based on 2018
Performance
(Year Three of
Three)*
($) | (D)
Prorated Earned
2016 CPU Award
Based on
True-up of
2016 - 2018
Performance and
ROIC Modifier**
($) | | 2021 LTI
Target | | 2021 CPU
Target
Award | | 2021 CPU
Performance
Results % | | (C)
Prorated
Earned 2021
CPU Award
Based on 2021
Performance
(Year One of
Three)* | | 2020 CPU
Target
Award | | (D)
Prorated
Earned 2020
CPU Award
Based on 2021
Performance
(Year Two of
Three)* | | 2019 CPU
Target
Amount | | (E)
Prorated
Earned 2019
CPU Award
Based on 2021
Performance
(Year Three of
Three)* | | (F)
Prorated
Earned 2019
CPU Award
Based on 2019
- 2021 ROIC
Modifier** | | Wendell P. Weeks | $9,000,000 | $5,400,000 | 128% | $2,073,600 | $4,950,000 | $1,900,800 | $4,950,000 | $1,900,800 | $817,186 | | $11,650,000 | | $2,912,500 | | 175% | | $1,529,063 | | $2,437,500 | | $1,279,688 | | $5,850,000 | | $3,071,250 | | $1,039,544 | | R. Tony Tripeny | 2,125,000 | 1,275,000 | 128% | 489,600 | 1,140,000 | 437,760 | 840,000 | 322,560 | 138,674 | | 2,550,000 | | 637,500 | | 175% | | 334,688 | | 587,500 | | 308,438 | | 1,410,000 | | 740,250 | | 250,556 | | James P. Clappin | 2,350,000 | 1,410,000 | 128% | 541,440 | 1,260,000 | 483,840 | 1,260,000 | 483,840 | 208,011 | | | Lawrence D. McRae | 2,400,000 | 1,440,000 | 128% | 552,960 | 1,350,000 | 518,400 | 1,350,000 | 518,400 | 222,869 | | 2,600,000 | | 650,000 | | 175% | | 341,250 | | 637,500 | | 334,688 | | 1,530,000 | | 803,250 | | 271,881 | | David L. Morse | 2,250,000 | 1,350,000 | 128% | 518,400 | 1,260,000 | 483,840 | 1,260,000 | 483,840 | 208,011 | | | | Eric S. Musser | | | 4,100,000 | | 1,025,000 | | 175% | | 538,125 | | 731,250 | | 383,906 | | 1,410,000 | | 740,250 | | 250,557 | | Lewis A. Steverson | | | 3,450,000 | | 862,500 | | 175% | | 452,813 | | 631,250 | | 331,406 | | 1,065,000 | | 559,125 | | 189,250 |
| * | each annual portion is reduced by 10% before applying the annual performance factor since such portion is subject to accommodate the 3-year ROIC modifier which result which is not known until the end of the 3-year performance period. These amounts get trued-up and reported in the third and final year of each 3-year performance period. period | | ** | 20162019 CPUs earned aswere subject to a result+3% modifier based on 2019-2021 ROIC improvement of 150 basis points against pre-established objectives
| | The amount disclosed in column (f) of the true-upSummary Compensation Table consists of final performance under the 3-year plan as well as the ROIC modifier of +4.74% based on 2016-2018 ROIC improvement against pre-established objectivestotal (A) + (B) + (C) + (D) + (E) + (F) shown in this footnote (3). |
(4)
(3) | The amounts in the “Change in Pension Value And Nonqualified Deferred Compensation Earnings” column (g) reflect the increase in the actuarial present value of the NEO’sNEOs’ benefits under all defined benefit pension plans established by the Company, determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements. Although the “Change in Pension Value And Nonqualified Deferred Compensation Earnings” column (g) is also used to report the amount of above marketabove-market earnings on compensation that is deferred under the nonqualified deferred compensation plan, Corning does not have any above marketabove-market earnings under its nonqualified deferred compensation plan, also referred to as the Supplemental Investment Plan. In 20182021 the discount rate used to value the actuarial liability increased approximately 6936 basis points from 3.6%2.52% to 4.29%2.88%. This change resulted in a decrease in the present value of pension benefits for Messrs. Weeks (-$2,088,539) and McRae (-$561,891), which results in zero value reported in the Summary Compensation Table. Discount rate changes over the past several years have resulted in significant year-to-year fluctuations in the present value of pension benefits as shown below: | | |
| Named Executive Officer | | 2018 Present
Value in
Pension
Benefits ($) | | 2017 Present
Value in
Pension
Benefits ($) | | 2016 Present
Value in
Pension
Benefits ($) | | 2015 Present
Value in
Pension
Benefits ($) | | Wendell P. Weeks | | $27,702,770 | | $27,488,220 | | $24,807,437 | | $23,878,906 | | R. Tony Tripeny | | 6,974,564 | | 6,190,094 | | 5,331,840 | | 5,116,890 | | James P. Clappin | | 9,480,036 | | 9,430,892 | | 8,756,632 | | 8,690,064 | | Lawrence D. McRae | | 10,435,294 | | 10,376,899 | | 9,483,094 | | 9,392,418 | | David L. Morse | | 10,016,059 | | 9,571,835 | | 8,417,752 | | -------Not an NEO-------- | | Valuation Discount Rate | | 4.29% | | 3.60% | | 4.02% | | 4.25% |
| Named Executive Officer | | 2021 Present
Value of
Pension
Benefits | | 2020 Present
Value in
Pension
Benefits | | 2019 Present
Value of
Pension
Benefits | | 2018 Present
Value of
Pension
Benefits | | Wendell P. Weeks | | $31,472,765 | | $33,561,304 | | $32,230,668 | | $27,702,770 | | R. Tony Tripeny | | 9,949,343 | | 9,534,467 | | 8,831,472 | | 6,974,564 | | Lawrence D. McRae | | 12,187,537 | | 12,749,428 | | 12,277,918 | | 10,435,294 | | Eric S. Musser | | 11,147,934 | | 10,984,568 | | --------- Not a NEO -------- | | Lewis A. Steverson | | 3,555,981 | | | --------- Not a NEO -------- | | Valuation Discount Rate | | 2.88% | | 2.52% | | 3.31% | | 4.29% |
CORNING 2019 2022 PROXY STATEMENT | 5969 | |
Table of Contents Compensation Discussion & Analysis (5)
(4) | The following table shows “All Other Compensation” amounts provided to the NEOs. 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. | | |
| Named Executive Officer | | Year | | 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) | | Expatriate
Benefits | | Other(iii) | | TOTALS | | Year | | 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) | | Expatriate
Benefits | | Other(iii) | | Total
All Other
Compensation | | Wendell P. Weeks | | 2018 | | $16,227 | | $77,320 | | $195,485 | | $179,746 | (iv) | | $0 | | $9,155 | | $477,933 | | 2021 | | $ 10,703 | | $ 81,468 | | $ 131,243 | | $ 193,364 | (iv) | | $ 0 | | $ 12,834 | | $ 429,612 | | | 2017 | | 14,603 | | 75,028 | | 94,117 | | 165,921 | (iv) | | 0 | | 9,771 | | 359,440 | | | | 2016 | | 9,880 | | 73,165 | | 56,893 | | 109,520 | (iv) | | 0 | | 17,124 | | 266,582 | | | R. Tony Tripeny | | 2018 | | 4,900 | | 54,092 | | 17,758 | | 47,219 | | 0 | | 13,203 | | 137,172 | | 2021 | | 5,200 | | 26,698 | | 4,235 | | 59,946 | | | 0 | | 10,931 | | 107,010 | | | 2017 | | 4,800 | | 30,685 | | 14,138 | | 50,859 | | 0 | | 10,930 | | 111,412 | | | | 2016 | | 4,800 | | 25,017 | | 4,303 | | 80,030 | | 0 | | 12,072 | | 126,222 | | | James P. Clappin | | 2018 | | 16,810 | | 89,499 | | 53,820 | | 18,680 | | 132,122 | (v) | | 22,419 | | 333,350 | | | | 2017 | | 7,410 | | 65,894 | | 49,039 | | 23,461 | | 0 | | 11,531 | | 157,335 | | | | 2016 | | 7,410 | | 58,473 | | 54,708 | | 17,791 | | 3,311,896 | (v) | | 2,578 | | 3,452,856 | | | Lawrence D. McRae | | 2018 | | 16,981 | | 0 | | 47,673 | | 3,620 | | 0 | | 413 | | 68,687 | | 2021 | | 6,422 | | 45,053 | | 24,110 | | 3,231 | | | 0 | | 431 | | 79,247 | | | 2017 | | 16,673 | | 0 | | 58,055 | | 3,231 | | 0 | | 345 | | 78,304 | | | | 2016 | | 16,364 | | 0 | | 59,489 | | 6,781 | | 0 | | 695 | | 83,329 | | | David L. Morse | | 2018 | | 15,129 | | 82,896 | | 29,369 | | 10,708 | | 0 | | 11,748 | | 149,850 | | | | 2017 | | 14,820 | | 52,554 | | 24,588 | | 12,052 | | 0 | | 11,795 | | 115,809 | | | | 2016 | | 14,820 | | 45,734 | | 20,080 | | 12,389 | | 0 | | 4,367 | | 97,390 | | | Eric S. Musser | | | 2021 | | 15,490 | | 0 | | 65,431 | | 0 | | | 0 | | 5,506 | | 86,427 | | Lewis A. Steverson | | | 2021 | | 5,200 | | 28,064 | | 77,356 | | 3,609 | | | 0 | | 1,431 | | 115,660 |
| (i) | Amounts shown above reflect aircraft usage over theduring calendar 2018 although the executive allowance runs from November 1 through October 30.year 2021. Mr. Weeks’Weeks’s use of Corning aircraft for travel to externalnon-Corning corporate board meetings is also included. | | (ii) | NEOs may use their executive allowance for residential security andor financial counseling services. Corning reimburses for expenses incurred within the individual allowance, and imputes the income. | | (iii) | These amounts include costs attributable to executive physicals, including associated travel costs, an annual Board gift, and contributions made under the Corning Incorporated Foundation Matching Gifts Program. | | (iv) | This reflects Company-paid expenses relating to personal and residential security benefitting Mr. Weeks and, through association, his family. Mr. Weeks’ personal safety and security are of vital importance to the Company’s business and prospects, and the Board considers these costs to be appropriate. However, because these costs can be viewed as conveying a personal benefit to Mr. Weeks, they are reported as perquisites in this column. |
(v) | 70 | This reflects expenses pursuant to our standard global mobility program in connection with Mr. Clappin’s assignment in Tokyo, Japan as President, Corning Glass Technologies. Mr. Clappin repatriated back to the US in July 2016. Given the length of his assignment, trailing foreign tax payments are possible based on the allocation of long-term incentive compensation to appropriate tax jurisdictions.CORNING 2022 PROXY STATEMENT
|
60 | CORNING2019 PROXY STATEMENT |
Table of Contents Compensation Discussion & Analysis 20182021 Grants of Plan BasedPlan-Based Awards
| | | | | | | | | 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) | | (m) | | (n) | Named
Executive
Officer | | Award | | Grant
Date | | Date of
Committee
Action | | Threshold
($) | | Target
($) | | Maximum
($) | | Threshold
(#) | | Target
(#) | | Maximum
(#) | | All Other
Stock
Awards:
Number
of
Shares
of Stock
or Units
(#) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | Exercise
or Base
Price of
Option
Awards
($/Sh) | | 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 | | 2,295,000 | | 4,590,000 | | | | | | | | | | | | | | | | | | | | GoalSharing Plan | | n/a | | | | 0 | | 76,500 | | 153,000 | | | | | | | | | | | | | | | | | | | | Cash Performance Units | | 2/3/21 | | 2/3/21 | | 0 | | 2,912,500 | | 6,407,500 | | | | | | | | | | | | | | | | | | | | 2020 Performance Share Units | | 2/3/21 | | 2/3/21 | | | | | | | | 0 | | 76,531 | | 168,368 | | | | | | | | 36.34 | | 2,781,137(3) | | | | 2021 Performance Share Units | | 4/1/21 | | 2/3/21 | | | | | | | | 0 | | 39,725 | | 87,395 | | | | | | | | 43.99 | | 1,747,503(4) | | | | Time-Based Restricted Stock Units | | 4/1/21 | | 2/3/21 | | | | | | | | | | | | | | 79,450 | | | | | | 43.99 | | 3,495,006(5) | | R. Tony Tripeny | | Performance Incentive Plan | | n/a | | | | 0 | | 760,000 | | 1,520,000 | | | | | | | | | | | | | | | | | | | | GoalSharing Plan | | n/a | | | | 0 | | 40,000 | | 80,000 | | | | | | | | | | | | | | | | | | | | Cash Performance Units | | 2/3/21 | | 2/3/21 | | 0 | | 637,500 | | 1,402,500 | | | | | | | | | | | | | | | | | | | | 2020 Performance Share Units | | 2/3/21 | | 2/3/21 | | | | | | | | 0 | | 18,446 | | 40,581 | | | | | | | | 36.34 | | 670,328(3) | | | | 2021 Performance Share Units | | 4/1/21 | | 2/3/21 | | | | | | | | 0 | | 8,695 | | 19,129 | | | | | | | | 43.99 | | 382,493(4) | | | | Time-Based Restricted Stock Units | | 4/1/21 | | 2/3/21 | | | | | | | | | | | | | | 17,390 | | | | | | 43.99 | | 764,986(5) | | Lawrence D. McRae | | Performance Incentive Plan | | n/a | | | | 0 | | 724,880 | | $1,449,760 | | | | | | | | | | | | | | | | | | | | GoalSharing Plan | | n/a | | | | 0 | | 42,640 | | 85,280 | | | | | | | | | | | | | | | | | | | | Cash Performance Units | | 2/3/21 | | 2/3/21 | | 0 | | 650,000 | | 1,430,000 | | | | | | | | | | | | | | | | | | | | 2020 Performance Share Units | | 2/3/21 | | 2/3/21 | | | | | | | | 0 | | 20,016 | | 44,035 | | | | | | | | 36.34 | | 727,381(3) | | | | 2021 Performance Share Units | | 4/1/21 | | 2/3/21 | | | | | | | | 0 | | 8,866 | | 19,505 | | | | | | | | 43.99 | | 390,015(4) | | | | Time-Based Restricted Stock Units | | 4/1/21 | | 2/3/21 | | | | | | | | | | | | | | 17,731 | | | | | | 43.99 | | 779,987(5) |
CORNING 2022 PROXY STATEMENT | 71 | |
Table of Contents | | |
| | Estimated Future Payouts Under
Non-Equity Incentive Plan Awards | | | | | | | Named
Executive
Officer | Award | Grant
Date | Date of
Committee
Action | | Threshold(1)
($) | Target(1)
($) | Maximum(1)
($) | | All Other
Stock
Awards:
Number
of Shares
of Stock or
Units
(#) | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | Exercise
or Base
Price of
Option
Awards
($/Sh) | Closing
Market
Price on
Date of
Grant | Grant Date
Fair Value
of Stock
and Option
Awards | | Wendell P. | Performance | | | | | | | | | | | | | | Weeks | Incentive Plan | n/a | | | $0 | $2,152,800 | $4,305,600 | | | | | | | | GoalSharing Plan | n/a | | | 0 | 71,760 | 143,520 | | | | | | | | Cash Performance Units | 2/6/18 | 2/6/18 | | 0 | 5,400,000 | 8,910,000 | | | | | | | | Time-Based Restricted | | | | | | | | | | | | | | Stock Units | 4/2/18 | 2/6/18 | | | | | | 83,241 | | | 27.03 | $2,250,004(2) | | Stock Options | 4/2/18 | 2/6/18 | | | | | | | 149,849 | 27.03 | 27.03 | 1,068,905(3) | | R. Tony | Performance | | | | | | | | | | | | | | Tripeny | Incentive Plan | n/a | | | 0 | 552,000 | 1,104,000 | | | | | | | | GoalSharing Plan | n/a | | | 0 | 34,500 | 69,000 | | | | | | | | Cash Performance Units | 2/6/18 | 2/6/18 | | 0 | 1,275,000 | 2,103,750 | | | | | | | | Time-Based Restricted | | | | | | | | | | | | | | Stock Units | 4/2/18 | 2/6/18 | | | | | | 19,654 | | | 27.03 | 531,248(2) | | Stock Options | 4/2/18 | 2/6/18 | | | | | | | 35,381 | 27.03 | 27.03 | 252,380(3) | | James P. | Performance | | | | | | | | | | | | | | Clappin | Incentive Plan | n/a | | | 0 | 600,000 | 1,200,000 | | | | | | | | GoalSharing Plan | n/a | | | 0 | 37,500 | 75,000 | | | | | | | | Cash Performance Units | 2/6/18 | 2/6/18 | | 0 | 1,410,000 | 2,326,500 | | | | | | | | Time-Based Restricted | | | | | | | | | | | | | | Stock Units | 4/2/18 | 2/6/18 | | | | | | 21,735 | | | 27.03 | 587,497(2) | | Stock Options | 4/2/18 | 2/6/18 | | | | | | | 39,127 | 27.03 | 27.03 | 279,101(3) | | Lawrence D. | Performance | | | | | | | | | | | | | | McRae | Incentive Plan | n/a | | | 0 | 680,000 | 1,360,000 | | | | | | | | GoalSharing Plan | n/a | | | 0 | 40,000 | 80,000 | | | | | | | | Cash Performance Units | 2/6/18 | 2/6/18 | | 0 | 1,440,000 | 2,376,000 | | | | | | | | Time-Based Restricted | | | | | | | | | | | | | | Stock Units | 4/2/18 | 2/6/18 | | | | | | 22,198 | | | 27.03 | 600,012(2) | | Stock Options | 4/2/18 | 2/6/18 | | | | | | | 39,960 | 27.03 | 27.03 | 285,043(3) | | David L. | Performance | | | | | | | | | | | | | | Morse | Incentive Plan | n/a | | | 0 | 560,000 | 1,120,000 | | | | | | | | GoalSharing Plan | n/a | | | 0 | 35,000 | 70,000 | | | | | | | | Cash Performance Units | 2/6/18 | 2/6/18 | | 0 | 1,350,000 | 2,227,500 | | | | | | | | Time-Based Restricted | | | | | | | | | | | | | | Stock Units | 4/2/18 | 2/6/18 | | | | | | 20,810 | | | 27.03 | 562,494(2) | | Stock Options | 4/2/18 | 2/6/18 | | | | | | | 37,462 | 27.03 | 27.03 | 267,225(3) |
Compensation Discussion & Analysis | | | | | | | | | 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) | | (m) | | (n) | 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
(#) | | All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) | | Exercise
or Base
Price of
Option
Awards
($/Sh) | | Closing
Market
Price on
Date of
Grant
($/Sh) | | Grant Date
Fair
Value of
Stock
and Option
Awards
($) | | Eric S. Musser | | Performance Incentive Plan | | n/a | | | | 0 | | 1,080,000 | | 2,160,000 | | | | | | | | | | | | | | | | | | | | GoalSharing Plan | | n/a | | | | 0 | | 45,000 | | 90,000 | | | | | | | | | | | | | | | | | | | | Cash Performance Units | | 2/3/21 | | 2/3/21 | | 0 | | 1,025,000 | | 2,255,000 | | | | | | | | | | | | | | | | | | | | 2020 Performance Share Units | | 2/3/21 | | 2/3/21 | | | | | | | | 0 | | 18,446 | | 40,581 | | | | | | | | 36.34 | | 670,328(3) | | | | 2021 Performance Share Units | | 4/1/21 | | 2/3/21 | | | | | | | | 0 | | 13,980 | | 30,756 | | | | | | | | 43.99 | | 614,980(4) | | | | Time-Based Restricted Stock Units | | 4/1/21 | | 2/3/21 | | | | | | | | | | | | | | | | | | 27,961 | | 43.99 | | 1,230,004(5) | | | | 2020 Performance Share Units | | 2/3/21 | | 2/3/21 | | | | | | | | 0 | | 3,180 | | 6,996 | | | | | | | | 36.34 | | 115,561(3) | | Lewis A. Steverson | | Performance Incentive Plan | | n/a | | | | 0 | | 701,250 | | 1,402,500 | | | | | | | | | | | | | | | | | | | | GoalSharing Plan | | n/a | | | | 0 | | 41,250 | | 82,500 | | | | | | | | | | | | | | | | | | | | Cash Performance Units | | 2/3/21 | | 2/3/21 | | 0 | | 862,500 | | 1,897,500 | | | | | | | | | | | | | | | | | | | | 2020 Performance Share Units | | 2/3/21 | | 2/3/21 | | | | | | | | 0 | | 15,699 | | 34,538 | | | | | | | | 36.34 | | 570,502(3) | | | | 2021 Performance Share Units | | 4/1/21 | | 2/3/21 | | | | | | | | 0 | | 11,764 | | 25,881 | | | | | | | | 43.99 | | 517,498(4) | | | | Time-Based Restricted Stock Units | | 4/1/21 | | 2/3/21 | | | | | | | | | | | | | | | | | | 23,528 | | 43.99 | | 1,034,997(5) | | | | 2020 Performance Share Units | | 2/3/21 | | 2/3/21 | | | | | | | | 0 | | 2,904 | | 6,389 | | | | | | | | 36.34 | | 105,531(3) |
| (1) | The amounts shown in columns (d), (e) and (f) reflect the award amounts under (i) the Company’s 20182021 Performance Incentive Plan (PIP) (ii) 2018the 2021 GoalSharing Plan and (iii) the Cash Performance Units (CPUs) under the Company’s 2012 Long-Term IncentiveCorning 2021 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%. If the performance target is met, the payout iswill be 100% of the target award. If the maximum level of performance is met for GoalSharing and PIP, the payout iswill be 200% of the target award, and 165%220% for CPUs. These payouts incorporateCPUs, which represents the 150%200% performance metrics cap plus the maximum 10% ROIC modifier. PIP and GoalSharing awards are based on the individual’s 2018cash 2021 bonus target and year-end base salary. Actual awards earned for CPUs are based on average annual performance against established metrics overfor three years (2018, 2019, 2020)one-year performance periods (2021, 2022 and 2023), 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 2021. 2024. | | (2) | The amounts shown in columns (g), (h) and (i) reflect PSUs that are earned based on 2021 performance. If the threshold level of performance is not met, the payout will be 0%. If the performance target is met, the payout will be 100% of the target award. If the maximum level of performance is met 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 PSUs are based on average annual performance against established metrics for three one-year performance periods (2021, 2022, 2023 for 2021 PSUs, and 2020, 2021 and 2022 for 2020 PSUs), adjusted up or down by up to 10% based on ROIC results versus the pre-established ROIC goal for the three-year period. The awards will be payable in April 2024 for the 2021 PSUs and April 2023 for the 2020 PSUs. Because the grant date for a PSU occurs when the performance goals are approved, the reported number of shares reflects the portion of the PSUs for which performance goals were set in 2021 (i.e. 1/3 of the total award). |
| 72 | CORNING 2022 PROXY STATEMENT |
Table of Contents Compensation Discussion & Analysis | (3) | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of stock awardsPSUs granted in calendar year 2018 pursuant to the Company’s 2012 Long-Term Incentive Plan2021 and correspond to the amounts set forth in the “Stock Awards” column (d) for 2021 of the 2018 Summary Compensation Table. Stock awards vest 100% three years after grant date.Mr. Musser was awarded additional PSUs in connection with his promotion to President and Chief Operating Officer. Mr. Steverson was awarded additional PSUs in connection with his expanded role as Executive Vice President, Chief Administrative Officer and General Counsel. | (3)(4) | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of stock optionsPSUs granted in calendar year 20182021 pursuant to the Company’sCorning 2012 Long-Term Incentive Plan and correspond to the amounts set forth in the “Option Awards” column (d) for 2021 of the 2018Summary Compensation Table. | | (5) | These amounts reflect the total grant date fair value computed in accordance with FASB ASC Topic 718 of awards granted in calendar year 2021 pursuant to the Corning 2012 Long-Term Incentive Plan and correspond to the amounts set forth in column (d) for 2021 of the Summary Compensation Table. Stock optionsAwards vest 100% three years after grant date. |
CORNING 2019 2022 PROXY STATEMENT | 6173 | |
Table of Contents Compensation Discussion & Analysis Outstanding Equity Awards at 20182021 Fiscal Year-End The following table shows stock option awards classified as exercisable and unexercisable as of December 31, 2018.2021. The table also shows unvested restricted stock and restricted stock unit awards assuming a market value of $30.21$37.23 a share (the NYSE closing price of the Company’s stock on December 31, 2018)2021). | Option Awards | | Stock Awards | Named
Executive
Officer | | Grant
Date | | Vesting
Code(1) | | Number of
Securities Underlying
Unexercised Options
Exercisable
(#) | | Number of
Securities Underlying
Unexercised Options
Unexercisable
(#) | | Option
Exercise
Price
($) | | 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) | | Wendell P. | | 04/30/13 | | A | | 114,943 | | 0 | | 14.50 | | 4/30/2023 | | 249,780 | | $7,545,854 | | Weeks | | 05/31/13 | | A | | 108,436 | | 0 | | 15.37 | | 5/31/2023 | | | | | | | 03/31/14 | | A | | 42,027 | | 0 | | 20.82 | | 3/31/2024 | | | | | | | 04/30/14 | | A | | 41,846 | | 0 | | 20.91 | | 4/30/2024 | | | | | | | 05/30/14 | | A | | 41,080 | | 0 | | 21.30 | | 5/30/2024 | | | | | | | 03/31/15 | | A | | 44,092 | | 0 | | 22.68 | | 3/31/2025 | | | | | | | 04/30/15 | | A | | 47,778 | | 0 | | 20.93 | | 4/30/2025 | | | | | | | 05/29/15 | | A | | 47,801 | | 0 | | 20.92 | | 5/29/2025 | | | | | | | 03/31/16 | | A | | 0 | | 49,366 | | 20.89 | | 3/31/2026 | | | | | | | 04/29/16 | | A | | 0 | | 55,236 | | 18.67 | | 4/29/2026 | | | | | | | 05/31/16 | | A | | 0 | | 49,366 | | 20.89 | | 5/31/2026 | | | | | | | 03/31/17 | | A | | 0 | | 137,514 | | 27.00 | | 3/31/2027 | | | | | | | 04/02/18 | | A | | 0 | | 149,849 | | 27.03 | | 4/2/2028 | | | | | | | Total | | | | 488,003 | | 441,331 | | | | | | | | | | R. Tony Tripeny | | 02/01/12 | | A | | 7,229 | | 0 | | 12.90 | | 2/1/2022 | | 51,999 | | $1,570,890 | | | 03/01/12 | | A | | 14,456 | | 0 | | 12.97 | | 3/1/2022 | | | | | | | 03/28/13 | | A | | 16,075 | | 0 | | 13.33 | | 3/28/2023 | | | | | | | 04/30/13 | | A | | 14,778 | | 0 | | 14.50 | | 4/30/2023 | | | | | | | 05/31/13 | | A | | 13,942 | | 0 | | 15.37 | | 5/31/2023 | | | | | | | 03/31/14 | | A | | 6,004 | | 0 | | 20.82 | | 3/31/2024 | | | | | | | 04/30/14 | | A | | 5,978 | | 0 | | 20.91 | | 4/30/2024 | | | | | | | 05/30/14 | | A | | 5,869 | | 0 | | 21.30 | | 5/30/2024 | | | | | | | 03/31/15 | | A | | 5,787 | | 0 | | 22.68 | | 3/31/2025 | | | | | | | 04/30/15 | | A | | 6,271 | | 0 | | 20.93 | | 4/30/2025 | | | | | | | 05/29/15 | | A | | 6,274 | | 0 | | 20.92 | | 5/29/2025 | | | | | | | 03/31/16 | | A | | 0 | | 8,377 | | 20.89 | | 3/31/2026 | | | | | | | 04/29/16 | | A | | 0 | | 9,373 | | 18.67 | | 4/29/2026 | | | | | | | 05/31/16 | | A | | 0 | | 8,377 | | 20.89 | | 5/31/2026 | | | | | | | 03/31/17 | | A | | 0 | | 31,670 | | 27.00 | | 3/31/2027 | | | | | | | 04/02/18 | | A | | 0 | | 35,381 | | 27.03 | | 4/2/2028 | | | | | | | Total | | | | 102,663 | | 93,178 | | | | | | | | | | James P. | | 03/31/15 | | A | | 11,574 | | 0 | | 22.68 | | 3/31/2025 | | 63,815 | | $1,927,851 | | Clappin | | 04/30/15 | | A | | 12,542 | | 0 | | 20.93 | | 4/30/2025 | | | | | | | 05/29/15 | | A | | 12,548 | | 0 | | 20.92 | | 5/29/2025 | | | | | | | 03/31/16 | | A | | 0 | | 12,566 | | 20.89 | | 3/31/2026 | | | | | | | 04/29/16 | | A | | 0 | | 14,060 | | 18.67 | | 4/29/2026 | | | | | | | 05/31/16 | | A | | 0 | | 12,566 | | 20.89 | | 5/31/2026 | | | | | | | 03/31/17 | | A | | 0 | | 35,004 | | 27.00 | | 3/31/2027 | | | | | | | 04/02/18 | | A | | 0 | | 39,127 | | 27.03 | | 4/2/2028 | | | | | | | Total | | | | 36,664 | | 113,323 | | | | | | | | |
| Option Awards | | Stock Awards | Named
Executive
Officer | | Grant
Date | | Vesting
Code(1) | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise
Price
($) | | 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 | | 04/30/14 | | A | | 41,846 | | 0 | | 20.91 | | 04/30/24 | | 547,122 | | $ 20,369,352 | | 211,012 | | $7,855,977 | | | 05/30/14 | | A | | 41,080 | | 0 | | 21.30 | | 05/30/24 | | | | | | | | | | | | 03/31/15 | | A | | 44,092 | | 0 | | 22.68 | | 03/31/25 | | | | | | | | | | | | 04/30/15 | | A | | 47,778 | | 0 | | 20.93 | | 04/30/25 | | | | | | | | | | | | 05/29/15 | | A | | 47,801 | | 0 | | 20.92 | | 05/29/25 | | | | | | | | | | | | 05/31/16 | | A | | 49,366 | | 0 | | 20.89 | | 05/31/26 | | | | | | | | | | | | 03/31/17 | | A | | 137,514 | | 0 | | 27.00 | | 03/31/27 | | | | | | | | | | | | 04/02/18 | | A | | 149,849 | | 0 | | 27.03 | | 04/02/28 | | | | | | | | | | | | 04/01/19 | | A | | 0 | | 143,721 | | 33.92 | | 04/01/29 | | | | | | | | | | | | 05/15/20 | | B | | 14,509 | | 29,016 | | 19.65 | | 05/15/30 | | | | | | | | | | | | Total | | | | 573,835 | | 172,737 | | | | | | | | | | | | | | R. Tony Tripeny | | 03/31/14 | | A | | 6,004 | | 0 | | 20.82 | | 03/31/24 | | 130,360 | | 4,853,303 | | 48,220 | | 1,795,231 | | | 04/30/14 | | A | | 5,978 | | 0 | | 20.91 | | 04/30/24 | | | | | | | | | | | | 05/30/14 | | A | | 5,869 | | 0 | | 21.30 | | 05/30/24 | | | | | | | | | | | | 03/31/15 | | A | | 5,787 | | 0 | | 22.68 | | 03/31/25 | | | | | | | | | | | | 04/30/15 | | A | | 6,271 | | 0 | | 20.93 | | 04/30/25 | | | | | | | | | | | | 05/29/15 | | A | | 6,274 | | 0 | | 20.92 | | 05/29/25 | | | | | | | | | | | | 03/31/16 | | A | | 8,377 | | 0 | | 20.89 | | 03/31/26 | | | | | | | | | | | | 04/29/16 | | A | | 9,373 | | 0 | | 18.67 | | 04/29/26 | | | | | | | | | | | | 05/31/16 | | A | | 8,377 | | 0 | | 20.89 | | 05/31/26 | | | | | | | | | | | | 03/31/17 | | A | | 31,670 | | 0 | | 27.00 | | 03/31/27 | | | | | | | | | | | | 04/02/18 | | A | | 35,381 | | 0 | | 27.03 | | 04/02/28 | | | | | | | | | | | | 04/01/19 | | A | | 0 | | 34,640 | | 33.92 | | 04/01/29 | | | | | | | | | | | | 05/15/20 | | B | | 5,234 | | 10,466 | | 19.65 | | 05/15/30 | | | | | | | | | | | | Total | | | | 134,595 | | 45,106 | | | | | | | | | | | | |
62 | 74 | CORNING2019 2022 PROXY STATEMENT |
Table of Contents Compensation Discussion & Analysis | 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) | | Lawrence D. | | 01/03/11 | | B | | 16,888 | | 0 | | 19.19 | | 1/3/2021 | | 67,402 | | $2,036,214 | | McRae | | 02/01/11 | | B | | 14,283 | | 0 | | 22.69 | | 2/1/2021 | | | | | | | 03/01/11 | | B | | 14,711 | | 0 | | 22.03 | | 3/1/2021 | | | | | | | 04/30/13 | | A | | 12,841 | | 0 | | 14.50 | | 4/30/2023 | | | | | | | 05/31/13 | | A | | 30,982 | | 0 | | 15.37 | | 5/31/2023 | | | | | | | 03/31/14 | | A | | 12,008 | | 0 | | 20.82 | | 3/31/2024 | | | | | | | 04/30/14 | | A | | 11,956 | | 0 | | 20.91 | | 4/30/2024 | | | | | | | 05/30/14 | | A | | 11,737 | | 0 | | 21.30 | | 5/30/2024 | | | | | | | 03/31/15 | | A | | 11,850 | | 0 | | 22.68 | | 3/31/2025 | | | | | | | 04/30/15 | | A | | 12,840 | | 0 | | 20.93 | | 4/30/2025 | | | | | | | 05/29/15 | | A | | 12,847 | | 0 | | 20.92 | | 5/29/2025 | | | | | | | 03/31/16 | | A | | 0 | | 13,463 | | 20.89 | | 3/31/2026 | | | | | | | 04/29/16 | | A | | 0 | | 15,064 | | 18.67 | | 4/29/2026 | | | | | | | 05/31/16 | | A | | 0 | | 13,463 | | 20.89 | | 5/31/2026 | | | | | | | 03/31/17 | | A | | 0 | | 37,504 | | 27.00 | | 3/31/2027 | | | | | | | 04/02/18 | | A | | 0 | | 39,960 | | 27.03 | | 4/2/2028 | | | | | | | Total | | | | 162,943 | | 119,454 | | | | | | | | | | David L. Morse | | 03/31/14 | | A | | 12,008 | | 0 | | 20.82 | | 3/31/2024 | | 62,863 | | $1,899,091 | | | 04/30/14 | | A | | 11,956 | | 0 | | 20.91 | | 4/30/2024 | | | | | | | 05/30/14 | | A | | 11,737 | | 0 | | 21.30 | | 5/30/2024 | | | | | | | 03/31/15 | | A | | 11,574 | | 0 | | 22.68 | | 3/31/2025 | | | | | | | 04/30/15 | | A | | 12,542 | | 0 | | 20.93 | | 4/30/2025 | | | | | | | 05/29/15 | | A | | 12,548 | | 0 | | 20.92 | | 5/29/2025 | | | | | | | 03/31/16 | | A | | 0 | | 12,566 | | 20.89 | | 3/31/2026 | | | | | | | 04/29/16 | | A | | 0 | | 14,060 | | 18.67 | | 4/29/2026 | | | | | | | 05/31/16 | | A | | 0 | | 12,566 | | 20.89 | | 5/31/2026 | | | | | | | 03/31/17 | | A | | 0 | | 35,004 | | 27.00 | | 3/31/2027 | | | | | | | 04/02/18 | | A | | 0 | | 37,462 | | 27.03 | | 4/2/2028 | | | | | | | Total | | | | 72,365 | | 111,658 | | | | | | | | |
| Option Awards | | Stock Awards | Named
Executive
Officer | | Grant
Date | | Vesting
Code(1) | | Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#) | | Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#) | | Option
Exercise
Price
($) | | 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)
($) | | Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other Rights
That Have Not
Vested(4)
(#) | | Equity Incentive
Plan Awards:
Market Value
or Payout Value
of Unearned
Shares, Units
or Other Rights
That Have Not
Vested(3)
($) | | Lawrence D. McRae | | 03/31/16 | | A | | 13,463 | | 0 | | 20.89 | | 03/31/26 | | 140,527 | | $5,231,820 | | 50,616 | | $1,884,434 | | | 04/29/16 | | A | | 15,064 | | 0 | | 18.67 | | 04/29/26 | | | | | | | | | | | | 05/31/16 | | A | | 13,463 | | 0 | | 20.89 | | 05/31/26 | | | | | | | | | | | | 03/31/17 | | A | | 37,504 | | 0 | | 27.00 | | 03/31/27 | | | | | | | | | | | | 04/02/18 | | A | | 39,960 | | 0 | | 27.03 | | 04/02/28 | | | | | | | | | | | | 04/01/19 | | A | | 0 | | 37,588 | | 33.92 | | 04/01/29 | | | | | | | | | | | | 05/15/20 | | B | | 6,067 | | 12,133 | | 19.65 | | 05/15/30 | | | | | | | | | | | | Total | | | | 125,521 | | 49,721 | | | | | | | | | | | | | | Eric S. Musser | | 04/01/19 | | A | | 0 | | 34,640 | | 33.92 | | 04/01/29 | | 157,693 | | 5,870,910 | | 67,892 | | 2,527,619 | | | 05/15/20 | | B | | 6,284 | | 12,566 | | 19.65 | | 05/15/30 | | | | | | | | | | | | Total | | | | 6,284 | | 47,206 | | | | | | | | | | | | | | Lewis A. Steverson | | 04/01/19 | | A | | 0 | | 26,165 | | 33.92 | | 04/01/29 | | 153,284 | | 5,706,763 | | 57,616 | | 2,145,044 | | | 05/15/20 | | B | | 0 | | 6,338 | | 19.65 | | 05/15/30 | | | | | | | | | | | | Total | | | | 0 | | 32,503 | | | | | | | | | | | | |
| (1) | The companyCompany uses the following vesting codes codes: | | AA: | 100% Vesting 3 years after grant date | | BB: | 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 | | (2) | Amounts include: | | (i) | 93,910; 15,758; 23,725; 25,50369,052; 16,393; 17,816; 16,393 and 23,72512,301 restricted share units granted to Messrs. Weeks, Tripeny, Clappin, McRae, Musser and Dr. Morse,Steverson respectively, on March 31, 2016,April 1, 2019, which vest on April 15, 2019.
2022. | | (ii) | 72,629; 16,587; 18,355; 19,701147,612; 35,383; 38,423; 35,394 and 18,32830,081 restricted share units granted to Messrs. Weeks, Tripeny, Clappin, McRae, Musser and Dr. Morse,Steverson, respectively, on March 31, 2017,April 1, 2020, and 6,142 and 5,608,restricted share units granted to Messrs. Musser and Steverson, respectively, on June 15, 2020, which vest on April 15, 2020.
14, 2023. | | (iii) | 83,241; 19,654; 21,735; 22,1985,803; 2,093; 2,426; 2,513 and 20,81021,003 restricted share units granted to Messrs. Weeks, Tripeny, Clappin, McRae, Musser and Dr. Morse,Steverson, respectively, on May 15, 2020, which vest ratably on May 15, 2022, and May 15, 2023.
| | (iv) | 1,159 restricted share units granted to Mr. Steverson on June 15, 2020 which vest ratably on June 15, 2022 and June 15, 2023 | | (v) | 245,205; 59,101; 64,131; 69,290; and 59,604 performance share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson, respectively, on July 15, 2020, which vest ratably on May 15, 2022 and May 15, 2023, and for which 2020 and 2021 payout factors have been determined. | | (vi) | 79,450; 17,390; 17,731; 27,961 and 23,528 restricted share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson, respectively, on April 2, 2018,1, 2021, which vest on April 15, 2021.2024. | | (3) | Year-end market price is based on the December 31, 20182021 NYSE closing price of $30.21. $37.23. | | (4) | Amounts include: | | (i) | 91,837; 22,135; 24,019; 25,951 and 22,324 performance share units granted to Messrs. Weeks, Tripeny, McRae, Musser and Steverson, respectively, on July 15, 2020, which vest on April 15, 2023. | | (ii) | 119,175; 26,085; 26,597; 41,941; and 35,292 performance share units granted to Messrs. Weeks, Tripeny, McRae, Musser, and Steverson, respectively, on April 1, 2021, which vest on April 15, 2024. |
CORNING 2019 2022 PROXY STATEMENT | 6375 | |
Table of Contents Compensation Discussion & Analysis Options Exercised and Shares Vested in 20182021 The following table sets forth certain information regarding options exercised and restricted stock and restricted stock units that vested during 20182021 for the NEOs. | | Option Awards | | Stock Awards | | Option Awards | | Stock Awards | | Named Executive Officer | | Number of Shares
Acquired on Exercise
(#) | | Value Realized
on Exercise
($) | | Number of Shares
Acquired on Vesting
(#) | | Value Realized
on Vesting
($) | | Number of Shares
Acquired on Exercise
(#) | | Value Realized
on Exercise
($) | | Number of Shares
Acquired on Vesting
(#) | | Value Realized
on Vesting
($) | | | Wendell P. Weeks | | 462,354 | | $8,220,903 | | 87,685 | | $2,429,749 | | 146,629 | | $2,596,770 | | 130,399 | | $5,826,316 | | | R. Tony Tripeny | | 67,659 | | 1,043,723 | | 18,267 | | 514,600 | | 44,795 | | 1,099,811 | | 31,918 | | 1,423,378 | | | James P. Clappin | | 0 | | 0 | | 22,893 | | 634,915 | | | Lawrence D. McRae | | 50,667 | | 854,808 | | 26,091 | | 725,960 | | 104,220 | | 2,180,646 | | 36,971 | | 1,649,465 | | | David L. Morse | | 63,151 | | 670,437 | | 22,839 | | 633,569 | | | Eric S. Musser | | | 35,381 | | 635,797 | | 35,417 | | 1,575,102 | | | Lewis A. Steverson | | | 37,434 | | 711,691 | | 28,060 | | 1,243,676 | |
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 0.5% of plan compensation on which employee contributions have been made. 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. Benefits earned under the cash balance formula are expressed in the form of 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. Messrs. Weeks, Clappin, McRae and Dr. MorseMusser are earning benefits under the career average earnings formula. Mr.Messrs. Tripeny isand Steverson are earning benefits under the cash balance formula. All of the active NEOs except Mr. Steverson are currently eligible to retire under the plan. Supplemental Pension Plan and Executive Supplemental Pension Plan Since 1986, Corning has maintained non-qualified pension plans to attract and retain its executive workforce by providing eligible employees with retirement benefits in excess of those permitted under the qualified plans. The benefits provided under the Supplemental Pension Plan (SPP) are equal to the difference between the benefits provided under the Corning Incorporated Pension Plan and benefits that would have been provided thereunder if not for the limitations of the Employee Retirement Income Security Act of 1974, as amended, and the Internal Revenue Code of 1986, as amended (the Code). Each NEO participates in the Corning Incorporated Executive Supplemental Pension Plan (ESPP). Participants in the ESPP receive no benefits from the SPP, other than earned SPP benefits under the cash balance formula prior to their participation in the ESPP, if any.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 except Mr. Steverson are fully vested in the ESPP. 64 | 76 | CORNING2019 2022 PROXY STATEMENT |
Table of Contents Compensation Discussion & Analysis 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. A change in the benefits provided under the ESPP formula was approved in December 2006. Following the change, gross benefits determined under this plan are equal to one of two benefit formulas: Formula A: 2.0% of average plan compensation multiplied by years of service up to 25 years.years Formula B: 1.5% of average plan compensation multiplied by years of service. Benefits are determined under Formula A for all NEOs except for Dr. Morse, whose benefits are determined under Formula B.NEOs. 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 Formulas A and B are available when a participant attains the earlier of age 60 with 10 years of service or age 55 with 25 years of service, provided their accrued benefit is less than four-times-the-annual-compensation limitation under Section 401(a)(17) of the Code ($1,100,000 in 2018).service. Participants with accrued benefits in excess of four times the annual compensation limitation under Section 401(a)(17) of the Code must be age 57 with 25 years of service to receive an unreduced benefit under the ESPP. Otherwise, benefits are reduced 4% for each year by which retirement precedes the attainment of age 60. Benefit reductions of 1% per year by which retirement precedes age 57 apply if the four-times-annual-compensation-limit rule noted above is in effect for the participant. Benefits earned under the ESPP are distributed in the form of a lifetime annuity, with six years of payments guaranteed except for benefits earned under the cash balance formula of the SPP prior to becoming a participant in the ESPP, which is distributed as a lump sum of the participant’s credited balance. All NEOs except Mr. Steverson 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 with the exception of 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 25 years of service or age 57, if the four times annual compensation limit rule noted previously applies.service. No termination, disability or death was assumed to occur prior to retirement. Otherwise, the assumptions used are described in Note 1112 to our Financial Statements for the year ended December 31, 2018,2021, of our Annual Report on Form 10-K filed with the SEC on February 12, 2019.14, 2022. CORNING2019 PROXY STATEMENT | 65 |
| 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 | | | 39 | | | | $ 2,367,047 | | | | $0 | | | | | ESPP | | | 25 | (1) | | | 29,105,718 | | | | 0 | | | R. Tony Tripeny | | Qualified Pension Plan | | | 36 | | | | 492,058 | | | | 0 | | | | | ESPP | | | 25 | (1) | | | 9,457,285 | | | | 0 | | | Lawrence D. McRae | | Qualified Pension Plan | | | 36 | | | | 2,011,722 | | | | 0 | | | | | ESPP | | | 25 | (1) | | | 10,175,815 | | | | 0 | | | Eric S. Musser | | Qualified Pension Plan | | | 36 | | | | 1,825,862 | | | | 0 | | | | | ESPP | | | 25 | (1) | | | 9,322,072 | | | | 0 | | | Lewis A. Steverson | | Qualified Pension Plan | | | 9 | | | | 168,156 | | | | 0 | | | | | ESPP | | | 9 | | | | 3,387,825 | | | | 0 | |
Table of Contents
Compensation Discussion & Analysis
| Named Executive Officer | | Plan Name | | Number of years
Credited Service
(#) | | Present Value of
Accumulated Benefit
($) | | Payments During
Last Fiscal Year
($) | | Wendell P. Weeks | | Qualified Pension Plan | | 36 | | | 1,976,797 | | $0 | | | ESPP | | 25 | (1) | | 25,725,973 | | 0 | | R. Tony Tripeny | | Qualified Pension Plan | | 33 | | | 358,560 | | 0 | | | ESPP | | 25 | (1) | | 6,616,004 | | 0 | | James P. Clappin | | Qualified Pension Plan | | 39 | | | 1,470,978 | | 0 | | | ESPP | | 25 | (1) | | 8,009,058 | | 0 | | Lawrence D. McRae | | Qualified Pension Plan | | 33 | | | 1,662,390 | | 0 | | | ESPP | | 25 | (1) | | 8,772,904 | | 0 | | David L. Morse | | Qualified Pension Plan | | 43 | | | 1,783,856 | | 0 | | | ESPP | | 43 | (2) | | 8,232,203 | | 0 |
| (1) | Under Formula A, years of service are capped at 25 years, in determining benefits under the ESPP. | (2) | Under Formula B, years of service are not capped.
|
CORNING 2022 PROXY STATEMENT | 77 | |
Table of Contents Compensation Discussion & Analysis 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 20182021 calendar year, the NEOsNEOs’ eligible earnings and final average compensation were as follows: | | As of December 31, 2018 | | As of December 31, 2021 | | Named Executive Officer | | Eligible Pension
Earnings | | Final Average
Earnings | | Eligible Pension
Earnings | | Final Average
Earnings | | | Wendell P. Weeks | | $5,168,942 | | $3,580,781 | | $3,828,101 | | $3,800,265 | | | R. Tony Tripeny | | 1,474,809 | | 934,515 | | 1,371,479 | | 1,210,847 | | | James P. Clappin | | 1,721,603 | | 1,285,019 | | | Lawrence D. McRae | | 1,902,402 | | 1,380,344 | | 1,596,967 | | 1,513,477 | | | David L. Morse | | 1,587,447 | | 1,175,195 | | | Eric S. Musser | | | 1,703,751 | | 1,355,336 | | | Lewis A. Steverson | | | 1,435,915 | | 1,251,552 | |
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 actually 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 of our current NEOs have more than three years of service with the Company, so all of 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. No NEO withdrawals or distributions were made in 2018.2021. | Named Executive Officer | | Aggregate Balance
at January 1, 2021 | | Executive
Contributions
in 2021(1) | | Company
Contributions
in 2021(2) | | Aggregate
Earnings
in 2021(3) | | Aggregate
Withdrawals/
Distributions
in 2021 | | Aggregate
Balance as of
December 31, 2021 | | | Wendell P. Weeks | | $8,581,792 | | $ 79,159 | | $81,468 | | $825,059 | | $0 | | $9,567,478 | | | R. Tony Tripeny | | 4,362,855 | | 133,490 | | 26,698 | | 814,458 | | 0 | | 5,337,501 | | | Lawrence D. McRae | | 45,302 | | 72,960 | | 45,053 | | 8,330 | | 0 | | 171,645 | | | Eric S. Musser | | 0 | | 0 | | 0 | | 0 | | 0 | | 0 | | | Lewis A Steverson | | 754,315 | | 133,648 | | 28,064 | | 92,460 | | 0 | | 1,008,487 | |
66 | CORNING2019 PROXY STATEMENT |
Table of Contents
Compensation Discussion & Analysis
| Named Executive Officer | | Aggregate Balance
at January 1, 2018
($) | | Executive
Contributions
in 2018
($)(1) | | Company
Contributions
in 2018
($)(2) | | Aggregate
Earnings
in 2018
($)(3) | | Aggregate
Withdrawals/
Distributions
in 2018
($) | | Aggregate
Balance as of
December 31, 2018
($) | | Wendell P. Weeks | | 6,257,298 | | 75,129 | | 77,320 | | (231,055 | ) | | 0 | | 6,178,692 | | R. Tony Tripeny | | 2,450,204 | | 270,462 | | 54,092 | | (132,755 | ) | | 0 | | 2,642,003 | | James P. Clappin | | 4,797,702 | | 319,991 | | 89,499 | | (48,252 | ) | | 0 | | 5,158,940 | | Lawrence D. McRae | | 0 | | 0 | | 0 | | — | | | 0 | | 0 | | David L. Morse | | 1,165,876 | | 67,123 | | 82,896 | | 22,022 | | | 0 | | 1,337,917 |
| (1) | Reflects participation in the Supplemental Investment Plan by Messrs. Weeks, Tripeny, Clappin,McRae and Dr. MorseSteverson in the deferral of a portion of their 20182021 base salaries and participation by Messrs. Tripeny and Clappin, and Dr. MorseSteverson in the deferral of a portion of the bonus received in 20182021 for prior year performance. The Named Executive Officers’ contributions are included in the Summary Compensation Table, as a part of Salary and/or Non-Equity Incentive Plan Compensation. | | (2) | Reflects Company match on the Supplemental Investment Plan, which was credited to the account of the Named Executive Officers in 2018.2021. All of these amounts are included in the All Other Compensation column of the Summary Compensation Table (and are also detailed in footnote (5) to that Table). | | (3) | Reflects aggregate earnings on each type of deferred compensation listed above. The earnings on deferred base salary and bonus payments are calculated based on the actual returns from the same fund choices that Company employees have in the qualified 401(k) plan. Currently, employees have 1416 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 marketabove-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. | | |
| 78 | CORNING 2022 PROXY STATEMENT |
Table of Contents Compensation Discussion & Analysis 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 entered into 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. Messrs. Weeks Clappin,and McRae and Dr. Morse have agreements which were in effect prior to July 2004. Mr.Messrs. Tripeny, has a severance agreement dated asMusser and Steverson all have the new form of January 1, 2015.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: | ● | 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 anhis annual bonus amount (calculated at 100% of target that would have been paid for the fiscal year in which the termination occurs)target) (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. |
If however, Mr. Weeks is terminated for cause or he resigns, he would (1) be entitled to accrued, but unpaid salary (lump sum payment) and any reimbursable expenses accrued or owing to him and, if terminated for cause, (2) forfeit any outstanding stock awards. CORNING2019 PROXY STATEMENT | 67 |
Table of Contents
Compensation Discussion & Analysis
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. Generally, under the severance agreements, an NEO (other than Mr. Weeks) is entitled to receive the following: | ● | Accrued but unpaid base salary, reimbursable expenses, vacation pay and the executive’s target percentage for the annual bonus plans multiplied by the executive’s salary, pro-rated to the last day of the month closest to the termination date (lump sum payment); | | | | ● | A severance amount equal to two times the executive’s then-base salary plus an annual bonus amount (an amount equal to executive’s salary multiplied by the executive’s target percentage in effect on the termination date under the Company’s Performance Incentive Plan and 5% target under the GoalSharing Plan) (lump sum payment); | | . However, if the base salary is greater than $599,000 then severance is the lesser of 3.5 times base salary (4 times base for the Chief Operating Officer) or 2.99 times base salary plus target bonus; | | ● | Continued medical, dental and hospitalization benefits for 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. |
The following table reflects the amounts that would be payable under the various arrangements assuming termination occurred at December 31, 2018.2021. | TERMINATION SCENARIOS (INCLUDING SEVERANCE, IF ELIGIBLE) | | Named Executive Officer | | | | Voluntary(1) | | For Cause | | Death | | Disability(1) | | Without Cause | | Wendell P. Weeks | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | $10,942,682 | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 75,972 | (2) | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | n/a | | | | Purchase of Principle Residence | | n/a | | n/a | | n/a | | n/a | | $250,000 to $1,000,000 | (3) | | | Pension Non-Qualified Annuity | | $1,664,086 | | $0 | | $1,664,086 | | $1,664,086 | | $1,664,086 | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | Pension—Qualified Annuity | | $127,729 | | $127,729 | | $63,864 | | $127,729 | | $127,729 | | | R. Tony Tripeny | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | 2,415,000 | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 50,648 | (2) | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | 50,000 | | | | Purchase of Principle Residence | | n/a | | n/a | | n/a | | n/a | | 50,000 to 250,000 | (3) | | | Pension Non-Qualified Annuity | | 430,664 | | 0 | | 337,845 | | 430,664 | | 430,664 | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | Pension—Qualified Lump Sum | | 366,033 | | 366,033 | | 366,033 | | 366,033 | | 366,033 | | | James P. Clappin | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | 2,775,000 | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 30,868 | (2) | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | 50,000 | | | | Purchase of Principle Residence | | n/a | | n/a | | n/a | | n/a | | 0 | (3) | | | Pension Non-Qualified Annuity | | 543,582 | | 0 | | 418,713 | | 543,582 | | 543,582 | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | Pension—Qualified Annuity | | 99,733 | | 99,733 | | 49,867 | | 99,733 | | 99,733 | | | Lawrence D. McRae | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | 3,040,000 | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 50,648 | (2) | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | 50,000 | | | | Purchase of Principle Residence | | n/a | | n/a | | n/a | | n/a | | $50,000 to $250,000 | (3) | | | Pension Non-Qualified Annuity | | 579,469 | | 0 | | 469,055 | | 579,469 | | 579,469 | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | Pension—Qualified Annuity | | 109,687 | | 109,687 | | 54,843 | | 109,687 | | 109,687 | | | David L. Morse | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | 2,590,000 | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 33,416 | (2) | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | 50,000 | | | | Purchase of Principle Residence | | n/a | | n/a | | n/a | | n/a | | 250,000 to 1,000,000 | (3) | | | Pension Non-Qualified Annuity | | 617,892 | | 0 | | 460,514 | | 617,892 | | 653,197 | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | Pension—Qualified Annuity | | 133,770 | | 133,770 | | 66,885 | | 133,770 | | 133,770 | |
68 | CORNING 2019 2022 PROXY STATEMENT | 79 | |
Table of Contents Compensation Discussion & Analysis TERMINATION SCENARIOS (INCLUDING SEVERANCE, IF ELIGIBLE) | Named Executive Officer | | | | Voluntary(1) | | For Cause | | Death | | Disability(1) | | Without Cause | | | Wendell P. Weeks | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | $11,665,485 | | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 57,195 | (2) | | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | n/a | | | | | Purchase of Principal Residence | | n/a | | n/a | | n/a | | n/a | | 250,000 to 1,000,000 | (3) | | | | Pension—Non-Qualified Annuity | | $1,757,371 | | $0 | | $1,757,371 | | $1,757,371 | | 1,757,371 | | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | | Pension—Qualified Annuity | | 142,762 | | 142,762 | | 71,381 | | 142,762 | | 142,762 | | | R. Tony Tripeny | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | 2,800,000 | | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 57,752 | (2) | | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | 50,000 | | | | | Purchase of Principal Residence | | n/a | | n/a | | n/a | | n/a | | 50,000 to 250,000 | (3) | | | | Pension—Non-Qualified Annuity | | 575,778 | | 0 | | 425,919 | | 575,778 | | 575,778 | | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | | Pension—Qualified Lump Sum | | 482,556 | | 482,556 | | 482,556 | | 482,556 | | 482,556 | | | Lawrence D. McRae | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | 3,240,640 | | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 57,752 | (2) | | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | 50,000 | | | | | Purchase of Principal Residence | | n/a | | n/a | | n/a | | n/a | | 50,000 to 250,000 | (3) | | | | Pension—Non-Qualified Annuity | | 631,542 | | 0 | | 488,078 | | 631,542 | | 631,542 | | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | | Pension—Qualified Annuity | | 124,720 | | 124,720 | | 62,360 | | 124,720 | | 124,720 | | | Eric S. Musser | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | 3,600,000 | | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 38,130 | (2) | | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | 50,000 | | | | | Purchase of Principal Residence | | n/a | | n/a | | n/a | | n/a | | 50,000 to 250,000 | (3) | | | | Pension—Non-Qualified Annuity | | 566,366 | | 0 | | 416,719 | | 566,366 | | 566,366 | | | | | Pension—Non-Qualified Lump Sum | | n/a | | n/a | | n/a | | n/a | | n/a | | | | | Pension—Qualified Annuity | | 110,809 | | 110,809 | | 55,405 | | 110,809 | | 110,809 | | | Lewis A. Steverson | | Severance Amount | | n/a | | n/a | | n/a | | n/a | | 2,887,500 | | | | | Value of Benefits Continuation | | n/a | | n/a | | n/a | | n/a | | 38,306 | (2) | | | | Value of Outplacement Services | | n/a | | n/a | | n/a | | n/a | | 50,000 | | | | | Purchase of Principal Residence | | n/a | | n/a | | n/a | | n/a | | 50,000 to 250,000 | (3) | | | | Pension—Non-Qualified Annuity | | n/a | | n/a | | n/a | | 203,204 | | n/a | | | | | Pension—Non-Qualified Lump Sum | | 405,394 | | 0 | | 405,394 | | n/a | | 405,394 | | | | | Pension—Qualified Lump Sum | | 158,126 | | 158,126 | | 158,126 | | 158,126 | | 158,126 | |
| | | (1) | Non-qualified plan benefits shown for all NEOs except Mr. Steverson are payable from the Executive Supplemental Pension Plan. The timing and form of the benefits payable in the table above for a voluntary termination are as follows: Messrs. Weeks, Tripeny, McRae and Clappin’s Executive Supplemental Pension Plan benefits are payablefor all NEOs except Mr. Steverson, is as an immediate life annuity. Dr. Morse’s benefitMr. Steverson is payable as an immediate life annuity with six years guaranteed.not yet vested in his Executive Supplemental Pension Plan benefits. Mr. Steverson would receive a non-qualified lump sum from the Supplemental Pension Plan for a voluntary termination. | | (2) | The value of welfare benefits continuation is estimated at $25,324$19,065 per year for family coverage (threethree years of benefits continuation for Mr. Weeks and two years of benefitsWeeks. Benefits continuation for Messrs. Tripeny and McRae.McRae is $28,876, Mr. Clappin’s benefits continuationMusser is $15,434$19,065, and Mr. Steverson is $19,153 per year for two years. Dr. Morse’s benefits continuation is $16,708respectively, for two years. | | (3) | Under the terms of the severance agreements, the NEOs may also request that Corning purchase their principal residence in the Corning, New York area. Corning is unable to accurately and precisely estimate the value that may be delivered under this provision as it requires an independent appraisal of the executive’s residence, as well as, for Mr. Weeks, and Dr. Morse, a calculation of the executive’s purchase price of the residence plus a percentage of documented improvements made to the property. These values are not maintained by Corning in its normal course of business. They are required only if an executive is terminated. Such purchase must be finalized in the calendar year following the year in which the executive’s termination occurred (subject to a six-month waiting period). Mr. Clappin does not currently have a principal residence in the Corning, New York area. | | |
| 80 | CORNING 2022 PROXY STATEMENT |
Table of Contents Compensation Discussion & Analysis Change-in-Control Agreements We have entered into change-in-control agreements with each of the NEOs. These agreements are intended to provide for continuity of management if there is a change in control of the Company. These agreements will be effective until the executive leaves the employ of Corning or until the executive ceases to be an officer of Corning. If during the term of the agreement a change in control occurs, the restrictions on all restricted stock and restricted stock units held by the NEO lapse, and any stock options vest and become immediately exercisable. Cash performance units and performance stock units are adjusted based on actual performance for completed performance periods and assumed performance of 100% for incomplete performance and adjusted CPUs and PSUs are vested and released immediately. The NEOs are also entitled to severance and other benefits upon certain terminations of employment following or in connection with a change in control. | ● | For Mr. Weeks, benefits are payable if he (i) is terminated without cause or resigns for “good reason”,reason,” each during a “potential change in control period” or (ii) resigns or is terminated for any reason or within four years following a change in control. | | | | ● | For the NEOs (other than Mr. Weeks), benefits are payable if their employment is terminated (other than for cause, by reason of death or disability, or by the executive for any reason) during a potential change in control period, or within two years following a change in control. |
The benefits payable are as follows: | ● | Accrued but unpaid base salary, reimbursable expenses, vacation pay and the executive’s target percentage for the annual bonus plans multiplied by the executive’s salary, pro-rated to the last day of the month closest to the termination date (lump sum payment); | | | | ● | A severance amount equal to 2.99 times (for Mr. Weeks) and two times (for Messrs. Tripeny, McRae, Clappin, TripenyMusser and Dr. Morse)Steverson) the NEO’s then-current base salary plus an annual bonus amount (lump sum payment); | | | | ● | Continued participation in the Company’s benefit plans for 3 years; | | | | ● | Upon request, purchase of the NEO’s principal residence in the Corning, NY area; and | | | | ● | Outplacement benefits (equal to 20% of base salary) (excluding Mr. Weeks). |
If the employment of an NEO (other than Mr. Weeks) is terminated for cause or he resigns for other than good reason, or the NEO’s employment terminates by reason of death or disability, the NEO is entitled to accrued but unpaid base salary, reimbursable expenses, vacation pay and the executive’s target percentage for the annual bonus plans multiplied by the executive’s salary, pro-rated to the last day of the month closest to the termination date (lump sum payment). In addition, each NEO except Mr. Tripeny isMessrs Weeks and McRae are generally entitled to receive a gross-up payment in an amount sufficient to make him whole for any federal excise tax on excess parachute payments imposed under Section 280G and 4999 of the IRC. However, if the federal excise tax can be avoided by reducing the related payments by a present value of $45,000 or less, then the payment will be reduced to the extent necessary to avoid the excise tax and no gross-up payment will be made to the NEO. CORNING2019 PROXY STATEMENT | 69 |
Table of Contents
Compensation Discussion & Analysis
The following table reflects the amounts that would be payable under the various arrangements assuming that a change in control occurred on December 31, 20182021. | | Cash-based | | Long-Term Incentives(1) | | | | Cash-based | | Long-Term Incentives(1) | | | | | Named Executive Officer | | Cash
Severance
($) | | Interrupted
Perf. Cycles
($) | | ESPP
($) | | Misc.
Benefits
($) | | Excise
Tax Gross Up
($) | | Interrupted
CPU Perf. Cycles
($) | | Share-based
Awards
($) | | Total
Benefits
($) | | Cash
Severance | | Interrupted
Perf. Cycles | | ESPP | | Misc.
Benefits | | Excise
Tax Gross Up | | Interrupted
CPU Perf. Cycles | | Share-based
Awards | | Total
Benefits | | | Wendell P. Weeks | | 15,574,119 | | 0 | | 25,547,425 | | 125,972 | | 0 | | 11,439,032 | | 10,021,399 | | 62,707,947 | | $11,704,500 | | $0 | | $29,500,424 | | $107,195 | | $0 | | $7,345,625 | | $23,922,351 | | $72,580,095 | | | R. Tony Tripeny | | 2,415,000 | | 0 | | 6,571,298 | | 100,648 | | 0 | | 2,523,225 | | 2,049,374 | | 13,659,545 | | 2,800,000 | | 0 | | 9,588,999 | | 107,752 | | 0 | | 1,689,875 | | 5,819,363 | | 20,005,989 | | | James P. Clappin | | 2,775,000 | | 0 | | 7,966,827 | | 80,868 | | 0 | | 2,949,831 | | 2,561,120 | | 16,333,646 | | | Lawrence D. McRae | | 3,040,000 | | 0 | | 8,717,633 | | 100,648 | | 0 | | 3,084,631 | | 2,708,464 | | 17,651,376 | | 3,240,640 | | 0 | | 10,327,686 | | 107,752 | | 0 | | 1,781,500 | | 6,428,983 | | 21,886,561 | | | David L. Morse | | 2,590,000 | | 0 | | 9,411,026 | | 83,417 | | 0 | | 2,788,837 | | 2,527,066 | | 17,400,346 | | | Eric S. Musser | | | 3,600,000 | | 0 | | 6,626,003 | | 88,129 | | 0 | | 2,392,750 | | 7,225,526 | | 19,932,408 | | | Lewis A. Steverson | | | 2,887,500 | | 0 | | 3,408,865 | | 88,306 | | 0 | | 2,037,625 | | 6,893,993 | | 15,316,289 | |
| | | (1) | Long-term incentives includeincludes a combination of equity (stock options, performance stock units and restricted stock units) and cash (cash performance units), which vest upon a change of control. | | |
CORNING 2022 PROXY STATEMENT | 81 | |
Table of Contents Compensation Discussion & Analysis In addition to the above, the NEOs may also request that Corning purchase their principal residence. Corning is unable to accurately and precisely estimate the value as it requires an independent appraisal of the executive’s residence and, for all, a calculation of the executive’s purchase price of such residence and any documented improvements made to the property. This is data that Corning does not maintain in its normal course of business. See footnote (3) to the “Termination Scenarios” on page 69. 70 | CORNING2019 PROXY STATEMENT |
Table of Contents
Compensation Discussion & Analysis80.
Pay Ratio Disclosure For 2018, our last completed fiscal year,2021, the annual total compensation of the median employee, excluding our CEO, was $52,095$40,760 and the annual total compensation of our CEO was $14,921,071.$20,766,032. Accordingly, the ratio of the CEO’s annual total compensation to the annual total compensation of the median employee was 286:509:1. This reflects analysis of our global workforce of 50,04560,735 employees as of October 1, 2018,2021, which excludes 597805 employees in Brazil, 79 employees in Hungary, 334354 employees in India, 2 employees in Indonesia, 3 employees in Pakistan, 118148 employees in South Africa, and 168247 employees in Turkey, which are de minimis. We used estimated total cash compensation to determine the median employee. Our estimate of total cash compensation for our full 20182021 fiscal year included (i) annual base salary plus annual incentives calculated at target for salaried employees and (ii) hourly salary rate times annual standard hours plus additional adjustments for shift differentials, estimated overtime rates, production bonuses, holiday bonuses, fixed bonuses and other cash allowances paid to hourly employees. While our compensation programs and practices did not change materially, our total headcount grew by 10.6%. Accordingly, we deemed it prudent to update our median employee in 2018. Our estimates were based on an analysis of the pay components and payrolls in each of the 4240 countries in which we operate, excluding Brazil, Hungary, India, Indonesia, Pakistan, South Africa and Turkey. Total cash compensation rates of employees paid in foreign currencies were converted into U.S. dollars using our standard monthly foreign exchange conversion rates in effect on October 1, 20182021 for the determination of the median and December 31, 20182021 for the year-end actual total compensation. Once the median employee was identified, actual total compensation was determined in accordance with Item 402(c)(2)(x) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. | 82 | CORNING2019 2022 PROXY STATEMENT | 71 |
Table of Contents  Proposal 3
Ratification of Appointment of Independent Registered
Public Accounting Firm Proposal 3
Ratification of Appointment of Independent Registered Public Accounting Firm | |  |
The Audit Committee (the Committee) evaluates our independent registered public accounting firm each year and has appointed PricewaterhouseCoopers LLP (PwC) as our independent registered public accounting firm for 2019.2022. PwC has served in this role since 1944. The Audit Committee concluded that many factors contribute to the continued support of PwC’s independence, such as the oversight of the Public Company Accounting Oversight Board (PCAOB) through the establishment of audit, quality, ethics, and independence standards in addition to conducting audit inspections; the mandating of reports on internal control over financial reporting; PCAOB requirements for audit partner rotation; and limitations imposed by regulation and by the Audit Committee on non-audit services provided by PwC. The Audit Committee preapproves all audit and permitted non-audit services that PwC performs for the Company, and it approves the audit fees associated with the engagement of PwC. All services provided to Corning by PwC in 20172020 and 20182021 were pre-approved by the Audit Committee in accordance with the policy. The Audit Committee and the PCAOB require key PwC partners assigned to our audit to be rotated at least every five years. The Audit Committee and its Chair oversee the selection process for each new lead engagement partner. Throughout this process, the Audit Committee and management provide input to PwC about the Company’s priorities, discuss candidate qualifications and interview potential candidates put forth by the firm.PwC. In determining whether to reappoint PwC, the Audit Committee took into consideration a number of factors, including: | ● | PwC’s global capabilities to handle the breadth and complexity of Corning’s global operations; | | | | ● | PwC’s technical expertise and knowledge of Corning’s industry and global operations; | | | | ● | The quality and candor of PwC’s communications with the Audit Committee and management, which include routine executive sessions with the Audit Committee held without management present and a management survey of PwC’s performance; | | | | ● | PwC’s independence; | | | | ● | The appropriateness of PwC’s fees; and | | | | ● | PwC’s tenure as our independent registered public accounting firm, including the benefits of that tenure (including higher audit quality due to PwC’s deep understanding of Corning’s business and accounting policies and practices), the avoidance of significant costs and disruptions that would be associated with retaining a new independent auditor, and the controls and processes in place such as rotation of key partners and an annual assessment of PwC’s qualifications, service quality, sufficiency of resources, quality of communications, working relationship with our management, objectivity and professional skepticism that help ensure PwC’s continued independence. |
72 | CORNING 2019 2022 PROXY STATEMENT | 83 | |
Table of Contents Proposal 3Ratification of Appointment of Independent Registered Public Accounting Firm Based on its evaluation, the Audit Committee believes that the continued retention of PwC is in the best interests of the Company and its shareholders. The Board concurs and requests that the shareholders ratify the appointment of PwC as Corning’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2022. If the selection of PwC is not ratified by a majority of the sharesvotes cast by the holders of common stock present or represented at the annual meeting andshares entitled to vote on the matter, the Audit Committee will review its future selection of an independent registered public accounting firm in light of that vote result. Even if the selection is ratified, the Audit Committee in its discretion may appoint a different registered public accounting firm at any time during the year if the Audit Committee determines that such change would be appropriate. Corning expects representatives of PwC to be present at the Annual Meeting and available to respond to questions that may be raised there. These representatives may comment on the financial statements if they so desire.   | FOR | Our Board unanimously recommends a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2022. |
Fees Paid to Independent Registered Public Accounting Firm Aggregate fees for professional services rendered by PwC in 20172020 and 2018:2021: | | 2017 | | 2018 | | 2020 | | | 2021 | | | Audit Fees | | $8,223,000 | | $9,572,000 | | $ | 9,479,000 | | | $ | 9,503,000 | | | Audit-Related Fees | | 357,000 | | 357,000 | | | 34,000 | | | | 300,000 | | | Tax Fees | | 948,000 | | 326,000 | | | 484,000 | | | | 558,000 | | | All Other Fees | | 235,000 | | 58,000 | | | 11,000 | | | | 13,000 | | | Total Fees | | $9,763,000 | | $10,313,000 | | $ | 10,008,000 | | | $ | 10,374,000 | |
Audit Fees.These fees are composed of professional services rendered in connection with the annual audit of Corning’s consolidated financial statements, including the audit of the effectiveness of internal control over financial reporting, and reviews of Corning’s quarterly consolidated financial statements on Form 10-Q that are customary under the PCAOB auditing standards generally accepted in the United States.standards. Audit fees also include statutory audits, of Corning’s foreign jurisdiction subsidiaries, comfort letters, consents for other SEC filings and reviews of documents filed with the SEC. The increase from 2017 to 2018 primarily relates to statutory audits at new locations and incremental audit procedures relating to an acquisition and the impact of the Tax Cuts and Jobs Act. Audit-Related Fees.These fees are composed of professional services rendered in connection with due diligence pertaining to acquisitions, procedures to translate certain financial statements for foreign subsidiaries, employee benefit plan audits, agreed-upon procedures, and the evaluation of new accounting policies.other audit-related activities. Tax Fees.These fees are composed of statutory tax compliance, assistance for Corning’s foreign jurisdiction subsidiaries’ tax returns, tax transfer pricing services, expatriate tax return compliance and other tax complianceconsulting projects. All Other Fees.TheseConsists of fees are composed of an information technology security assessment, contract compliance assessment, andnot included in the Audit, Audit-Related, or Tax categories, including licensing technical accounting software from the independent registered public accounting firm. | 84 | CORNING2019 2022 PROXY STATEMENT | 73 |
Table of Contents Proposal 3Ratification of Appointment of Independent Registered Public Accounting Firm Policy Regarding Audit Committee Pre-Approval of Audit and Permitted Non-Audit Services of Independent Registered Public Accounting Firm The Audit Committee has adopted a policy for pre-approval of audit and permitted non-audit services by Corning’s independent registered public accounting firm. The full Audit Committee approves annually projected services and fee estimates for these services and other major types of services. The Audit Committee chairmanchair has been designated by the Audit Committee to approve any services arising during the year that were not pre-approved by the Audit Committee and services that were pre-approved, but for which the associated fees will materially exceed the budget established for the type of service at issue. Services approved by the chairmanchair are communicated to the full Audit Committee at its next regular meeting. For each proposed service, the independent registered public accounting firm is required to provide supporting documentation detailing said service and confirm that the provision of such services does not impair its independence. The Audit Committee regularly reviews reports detailing services provided to Corning by its independent registered public accounting firm. Report of the Audit Committee The purpose of the Audit Committee is to assist the Board of Directors in its general oversight of Corning’s financial reporting, internal controls and audit functions. The Audit Committee operates under a written charter adopted by the Board of Directors. The directors who serve on the Audit Committee have no financial or personal ties to Corning (other than director compensation and equity ownership as described in this proxy statement) and are all “financially literate” and “independent” for purposes of the New York Stock Exchange listing standards. The Board of Directors has determined that none of the Audit Committee members has a relationship with Corning that may interfere with the members’ independence from Corning and its management. The Audit Committee met with management periodically during the year to consider the adequacy of Corning’s internal controls and the objectivity of its financial reporting. The Audit Committee discussed these matters with Corning’s independent registered public accounting firm and with the appropriate financial personnel and internal auditors. The Audit Committee also discussed with Corning’s senior management and independent registered public accounting firm the process used for certifications by Corning’s chief executive officer and chief financial officer that are required for certain of Corning’s filings with the SEC. The Audit Committee met privately with both the independent registered public accounting firm and the internal auditors, both of whom have unrestricted access to the Audit Committee. The Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. Management is responsible for: the preparation, presentation and integrity of Corning’s financial statements; accounting and financial reporting principles; establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)); establishing and maintaining internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)); evaluating the effectiveness of disclosure controls and procedures; evaluating the effectiveness of internal control over financial reporting; and evaluating any change that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. The independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States, as well as expressing an opinion on the effectiveness of internal control over financial reporting. During the course of 2018,2021, management updated the documentation, and performed testing and evaluation of Corning’s system of internal control over financial reporting in response to the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation, and it provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management, internal audit and the independent registered public accounting firm at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with, and the Audit Committee reviewed a report on, the effectiveness of Corning’s internal control over financial reporting. The Audit Committee 74 | CORNING2019 PROXY STATEMENT |
Table of Contents
Proposal 3Ratification of Appointment of Independent Registered Public Accounting Firm
also reviewed: the report of management contained in Corning’s Annual Report on Form 10-K CORNING 2022 PROXY STATEMENT | 85 | |
Table of Contents Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm for the year ended December 31, 2018,2021, filed with the SEC; as well as PricewaterhouseCoopers LLP’s Report of Independent Registered Public Accounting Firm included in Corning’s Annual Report on Form 10-K for the year ended December 31, 20182021 related to its audits of the consolidated financial statements and financial statement schedule, and the effectiveness of internal control over financial reporting. The Audit Committee has discussed with the independent registered public accounting firm the matters required by the applicable requirements of the Public Company Accounting Oversight Board.Board and the SEC. In addition, the Audit Committee has received from the independent registered public accounting firm the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and discussed with them their independence from Corning and its management. The Audit Committee has considered whether the provision of permitted non-audit services by the independent registered public accounting firm to Corning is compatible with the auditor’s independence. Based on these reviews and discussions, the Audit Committee recommended to the Board of Directors and the Board of Directors approved that the audited financial statements be included in Corning’s Annual Report on Form 10-K for the year ended December 31, 2018.2021. The Audit Committee: Kurt M. Landgraf,Chair
Donald W. Blair
Leslie A. Brun
Stephanie A. Burns
Deborah A. Henretta
Daniel P. Huttenlocher
Deborah D. Rieman
Mark S. WrightonPamela J. Craig | 86 | CORNING2019 2022 PROXY STATEMENT | 75 |
Table of Contents  Frequently Asked
Questions About the
Meeting and Voting Proposal 4
Approval of the 2019 Equity Plan for
Non-Employee Directors | |  |
In 2010, Corning shareholders voted to approve the 2010 Equity Plan for Non-Employee Directors (the 2010 Plan), which was a continuation of a similar program first adopted in 2000 and amended in 2003 and 2006. The 2010 Plan enabled the Board from time to time to make discretionary awards of shares and/or grants of options to purchase shares of Corning’s common stock to non-employee directors. In February 2019, the Board approved the adoption of the 2019 Equity Plan for Non-Employee Directors (the 2019 Plan), which will replace the 2010 Plan, and directed it be submitted to shareholders for approval. The affirmative vote of the holders of a majority of the shares of Corning’s common stock cast at the 2019 Annual Meeting is required to approve the 2019 Plan. If shareholders approve, the 2019 Plan will become effective on the date of such approval and will continue until it expires on May 2, 2029 or until it is replaced by another plan. In the event shareholders do not approve, the 2019 Plan will not become effective and the 2010 Plan will continue until its scheduled expiration on May 1, 2020 or when shares are no longer available, whichever is earlier.
Our Board of Directors recommends that you vote to approve the 2019 Plan. The 2019 Plan is intended to benefit the shareholders of Corning by providing a means to attract, retain and reward non-employee directors who contribute to the longer-term financial success of the Company and to align their interests with those of the shareholders by increasing their proprietary interest in the Company.
As of March 1, 2019, options and restricted share units covering an aggregate of 946,855 shares of Corning’s common stock were outstanding under the 2010 Plan. On March 4, 2019, the closing price of Corning’s common stock was $34.88.
The following is a summary of the principal features of the 2019 Plan. Every aspect of the 2019 Plan is not addressed in this summary.Shareholders are encouraged to read the full text of the 2019 Plan that is attached to this proxy statement as Appendix B.
Summary of the 2019 Equity Plan for Non-Employee Directors
Committee.The 2019 Plan is to be administered by the Compensation Committee (the Committee) of the Board of Directors. The Committee will determine (within the parameters specified in the 2019 Plan) when and to which eligible directors it may grant awards (collectively, Awards) of shares of the Company’s common stock (Shares) or options to purchase Shares (Options), in such type and magnitude, and subject to such terms and conditions, as it may determine.
Effective Date of the 2019 Plan.The 2019 Plan is effective for Awards granted on or after May 2, 2019.
Eligibility.Only directors of the Company who, at the time of grant of an Award, are not employees of the Company, are eligible to receive Awards under the 2019 Plan. Currently, 13 of Corning’s 14 directors are eligible to participate in the 2019 Plan.
Available Shares.Subject to adjustment as contemplated by the 2019 Plan, the maximum number of Shares that may be used for Awards is 1,500,000.
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Proposal 4Approval of the 2019 Equity Plan for Non-Employee Directors
Adjustments.The Committee will determine whether a corporate transaction, such as (but not limited to) any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares or other similar occurrence, has affected the price per Share or the number of Shares outstanding such that an adjustment to outstanding Awards is required to preserve (or prevent enlargement of) the benefits or potential benefits to be made available under the 2019 Plan. In the event of such a transaction, the Committee will, in such manner it deems equitable, adjust (i) the maximum number and kind of shares available under the 2019 Plan (ii) the number and kind of shares subject to outstanding Awards; and (iii) the exercise price of outstanding Options. If the Company is not the surviving corporation of a merger or other similar event, or in the event of a liquidation or reorganization of the Company, and in the absence of the surviving corporation’s assumption of outstanding Awards under the 2019 Plan, the Committee may provide for appropriate adjustment and/or settlement of Awards at either the time of grant or at a subsequent date. The Committee may also adjust Awards as it deems appropriate and consistent with the 2019 Plan’s purpose in the event of any other change of control of the Company.
Annual Award Limits.The maximum number of Shares subject to Awards granted during a single fiscal year to any Director, taken together with any cash fees paid during the fiscal year to the Director in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $700,000 in total value.
Types of Awards.
Stock Options.Options represent a right to purchase a specified number of Shares during a specified period at a price per Share no less than one hundred percent (100%) of the closing price of a Share on the New York Stock Exchange (NYSE). No Option shall be “repriced” (e.g., by reducing the exercise price, cancelling the Option in exchange for another Option with a lower exercise price, or cancelling the Option for cash or another Award, other than in connection with a change in control or an equitable adjustment following an applicable corporate transaction) without shareholder approval. The Shares covered by an Option may be purchased by cash payment of the exercise price or such other means as the Committee may permit, including (i) tendering Shares valued using the market price at the time of exercise, (ii) authorizing a third party to sell Shares acquired on exercise of an Option and remitting to the Company a sufficient portion of sale proceeds to pay the exercise price or (iii) any combination of the above. All Options shall be non-qualified options. No Option shall have an expiration date later than ten years after its grant date. Unless otherwise provided by the Committee, each Option will terminate on the earliest of (1) the third anniversary of the date on which the grantee ceased to be a Director, (2) the date on which written notice of termination of the Option is given to the Director (or such later date specified in the notice), and (3) the Option’s expiration date.
Stock Award.A stock award is a grant of Shares or a right to receive Shares (or their cash equivalent or a combination of both) in the future, subject to such conditions, restrictions and contingencies as the Committee shall determine.
Stock Award Settlements and Payments.The Committee, in its discretion, will determine whether dividends or dividend equivalent payments will be paid or credited to a director’s account prior to the time that a Stock Award becomes vested. Stock awards may be settled through cash payments, the delivery of Shares, the granting of Awards or a combination thereof, as the Committee shall determine. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.
Amendments and Termination.Any amendments of the 2019 Plan will comply with NYSE listing requirements and any applicable legal requirements. The Board may amend the 2019 Plan as it deems necessary and appropriate to better achieve its purpose, provided, however, that: (i) the number of available Shares cannot be increased and (ii) an Option cannot be “repriced” unless an amendment is properly approved by the Company’s shareholders. Notwithstanding anything to the contrary in the Plan, the Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax- efficient manner and in compliance with local rules and regulations. The Board may suspend or terminate the 2019 Plan at any time. Any such suspension or termination shall not materially impair any outstanding Award granted under the 2019 Plan or the applicable director’s rights regarding such an Award.
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Proposal 4Approval of the 2019 Equity Plan for Non-Employee Directors
Section 409A.The Company intends that all Awards be structured to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (“Section 409A”), such that no adverse tax consequences, interest, or penalties under Section 409A apply. The Committee may, without a participant’s consent, amend the 2019 Plan or any Awards, adopt policies and procedures, or take any other actions as are necessary or appropriate to preserve the 2019 intended tax treatment of Awards, including actions intended to (A) exempt the 2019 Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs or other interpretive authority that may be issued after an Award’s grant date. The Company will have no obligation to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any participant or any other person if any Award, compensation or other benefits under the 2019 Plan are determined to constitute “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
New Plan Benefits Table.See “Director Compensation” on page 37 for information about awards made to directors under the 2010 Plan during fiscal year 2018.
| FOR | Our Board unanimously recommends a vote FOR the approval of the 2019 Equity Plan for Non-Employee Directors. |
Equity Compensation Plan Information
The following table shows the total number of outstanding options and shares available for other future issuances of options under all of our existing equity compensation plans, including the 2012 Long-Term Incentive Plan and our 2010 Equity Plan for Non-Employee Directors as of December 31, 2018.
| | A | | B | | C | | Plan Category | | Securities To Be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights | | Weighted-Average
Exercise Price
of Outstanding
Options, Warrants
and Rights | | Number of Securities Remaining
Available for Future Issuance
Under Equity Compensation Plans
(excluding securities reflected in
column A) | | Equity Compensation Plans Approved by Security Holders(1) | | 20,285,069 | | $ | 14.68 | | 61,767,482 | | Equity Compensation Plans Not Approved Security Holders | | 0 | | | | | 0 | | Total | | 20,285,069 | | $ | 14.68 | | 61,767,482 |
(1) | Shares indicated are total grants under the most recent shareholder approved plans as well as any shares remaining outstanding from any prior shareholder approved plans. |
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Frequently Asked
Questions About the
Meeting and Voting | |  |
Why Did You Send Me This Proxy Statement? We sent this proxy statement and the enclosed proxy card to you because our Board of Directors is soliciting your proxy to vote at the Annual Meeting. This proxy statement summarizes information concerning the matters to be presented at the meeting and related information that will help you make an informed vote. This proxy statement and the accompanying proxy card are first being distributed or made available to shareholders on or about March 22, 2019.18, 2022. When and Where isIs the Annual Meeting? Our Board of Directors has determined to hold the Annual Meeting in a virtual-only format on Thursday, April 28, 2022 at 12 noon Eastern Time at virtualshareholdermeeting.com/GLW2022. 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 February 28, 2022. The live audio webcast of the Annual Meeting will be held on Thursday, May 2, 2019,begin promptly at 11 a.m.12 noon Eastern Time,Time. Online access to the audio webcast will open 30 minutes prior to the start of the Annual Meeting. We encourage you to access the meeting in advance of the designated start time. 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 at The Corning MuseumProxyVote.com in advance of Glass, One Museum Way, Corning, New York 14830.the Annual Meeting. This process has not changed from prior years. Who May Attend the Annual Meeting? The Annual Meeting is open to holders of shares of our common sharesstock who held such shares as of the meeting’s record date, March 4, 2019.February 28, 2022. To attend and vote your shares during the meeting,Annual Meeting, you will need to register upon arrival. Welog in to virtualshareholdermeeting.com/GLW2022 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 check for your namevote during the Annual Meeting by following the instructions available on our shareholders’ list and askthe meeting website during the meeting. If you to produce valid photo ID and evidence of your share ownership. If we cannot verify thatdo not have a control number, you own Corning shares, it is possible thatmay log in as a guest, although you will not be admittedable to vote during the meeting.Annual Meeting. CORNING 2022 PROXY STATEMENT | 87 | |
Table of Contents Frequently Asked Questions About the Meeting and Voting What Am I Voting On? The following matters are scheduled for vote at the Annual Meeting: | ● | Election of 14 directorseach of the 15 director nominees to our Board of Directors for a one-year term;
the coming year; | | ● | Advisory approval of the Company’sour executive compensation (Say on Pay);
| | ● | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;
| ● | Approval of the 2019 Equity Plan for Non-Employee Directors;2022; and
| | ● | Any other business or action which may properly come before the Annual Meeting or any adjournment or postponement of the Annual Meeting. |
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Frequently Asked Questions About the Meeting and Voting
How Do You Recommend That I Vote on These Items? The Board of Directors recommends that you vote your shares: | ● | FOR all 14each of the 15 director nominees (Proposal 1);
| | ● | FORthe advisory approval of theour executive compensation, of the Company’s NEOs, as such information is disclosed in the Compensation Discussion & Analysis, the compensation tables and the accompanying disclosure (Say on Pay) (Proposal 2);
and | | ● | FORratification of the Board’sAudit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20192022 (Proposal 3); and
| ● | FOR the approval of the 2019 Equity Plan for Non-Employee Directors (Proposal 4). |
Who is Entitled to Vote? You may vote if you owned shares of our common sharesstock as of the close of business on March 4, 2019,February 28, 2022, the record date for the Annual Meeting. How Many Votes Do I Have? You are entitled to one vote for each share of common sharestock you own. As of the close of business on March 4, 2019,February 28, 2022, we had 785,218,735845,646,081 shares of common sharesstock outstanding. The shares held in our treasury are not considered outstanding and will not be voted or considered present at the meeting. How Do I Vote By Proxy Before the Annual Meeting? Before the meeting, registered shareholders may vote shares in one of the following three ways: | ● | By Internet atwww.proxyvote.comProxyVote.com;;
| | ● | By telephone (from the United States and Canada only) at1-(800)-690-6903; and
or | | ● | By mail by completing, signing, dating and returning the enclosed proxy card in the postage paid envelope provided (see instructions on proxy card). |
Please refer to the proxy card for further instructions on voting by Internet or telephone. Please use onlyone of the three ways to vote. If you hold shares in the account of or name of a broker, your ability to vote those shares by Internet and telephone depends on the voting procedures used by your broker, as explained below under “How Do I Vote If My Broker Holds My Shares In “Street Name”?Street Name?” | 88 | CORNING 2022 PROXY STATEMENT |
Table of Contents Frequently Asked Questions About the Meeting and Voting May I Vote My Shares in Person AtDuring the Annual Meeting? Yes. You may vote your shares atduring the meeting if you attend in person,Annual Meeting even if you previously submitted a proxy card or voted by Internet or telephone. Whether or not you plan to attend the meeting, however, we strongly encourage you to vote your shares by proxy before the meeting. 80 | CORNING2019 PROXY STATEMENT |
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Frequently Asked Questions About the Meeting and Voting
May I Change My Mind After I Vote? Yes. You may change your vote or revoke your proxy at any time before the polls close at the meeting. You may change your vote by: | ● | signing another proxy card with a later date and returning it to Corning’s Corporate Secretary at One Riverfront Plaza, Corning, NY 14831, prior to the meeting;
| | ● | voting again by Internet or telephone prior to the meeting; or
| | ● | voting again at the meeting. |
You also may revoke your proxy prior to the meeting without submitting any new vote by sending a written notice that you are withdrawing your vote to our Corporate Secretary at the address listed above. What Shares Are Included on My Proxy Card? Your proxy card includes shares held in your own name and shares held in any Corning plan. You may vote these shares by Internet, telephone or mail, as described on your proxy card or the enclosed proxy card.notice you previously received. Your proxy card does not include any shares held in a brokerage account in the name of your bank or broker (such shares are said to be held in “street name”). How Do I Vote if I Participate in the Corning Investment Plan? If you hold shares in the Corning Investment Plan, which includes shares held in the Corning Stock Fund in the Company’s 401(k) plan, these shares have been added to your other holdings on your proxy card. Your completed proxy card serves as voting instructions to the trustee of the plan. You may direct the trustee to vote your plan shares by submitting your proxy vote for those shares, along with the rest of your shares, by Internet, telephone or mail, all as described on your proxy card or the enclosed proxy card.notice you previously received. If you do not instruct the trustee to vote, your plan shares will be voted by the trustee in the same proportion that it votes shares in other plan accounts for which it did receive timely voting instructions. How Do I Vote if My Broker Holds My Shares in “Street Name”? If your shares are held in a brokerage account in the name of your bank or broker (this is called “street name”), those shares are not included in the total number of shares listed as owned by you on the enclosed proxy card. Instead, your bank or broker will send you directions on how to vote those shares. Will My Shares Held in Street Name beBe Voted if I Do Not Provide My Proxy? Under the New York Stock Exchange rules, if you own shares in “street name” through a broker and do not vote, your broker may not vote your shares on proposals determined to be “non-routine.” In such cases, the absence of voting instructions results in a “broker non-vote.” Broker non-voted shares count toward achieving a quorum requirement for the Annual Meeting, but they do not affect the determination of whether the non-routine matter is approved or rejected. CORNING 2022 PROXY STATEMENT | 89 | |
Table of Contents Frequently Asked Questions About the Meeting and Voting The proposal to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm is the only matter in this proxy statement considered to be a routine matter for which brokers will be permitted to vote on behalf of their clients, if no voting instructions are furnished. Since Proposals 1 2 and 42 are non-routine matters, broker non-voted shares will not count as votes cast to affect the determination of whether those proposals are approved or rejected. Therefore, it is important that you provide voting instructions to your broker. CORNING2019 PROXY STATEMENT | 81 |
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Frequently Asked Questions About the Meeting and Voting
What if I Return My Proxy Card or Vote by Internet or Telephone but Do Not Specify How I Want to Vote? If you sign and return your proxy card or complete the Internet or telephone voting procedures, but do not specify how you want to vote your shares, we will vote them as follows: | ● | FOR all 14each of the 15 director nominees (Proposal 1);
| | ● | FORthe advisory approval of the Company’sour executive compensation, as such information is disclosed in the Compensation Discussion & Analysis, the compensation tables and the accompanying disclosure (Say on Pay) (Proposal 2);
and | | ● | FORratification of the Board’sAudit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20192022 (Proposal 3); and
| ● | FOR the approval of the 2019 Equity Plan for Non-Employee Directors (Proposal 4). |
If you participate in the Corning Investment Plan and do not submit timely voting instructions, the trustee of the plan will vote the shares in your plan account in the same proportion that it votes shares in other plan accounts for which it did receive timely voting instructions, as explained above under the question “How Do I Vote If I Participate In The Corning Investment Plan?” What Does it Mean if I Receive More Than One Proxy Card? If you received more than one proxy card, you have multiple accounts with your brokers or our transfer agent. Please vote all of these shares. We recommend that you contact your broker or our transfer agent to consolidate as many accounts as possible under the same name and address. If you are the registered holder, you may contact our transfer agent, Computershare Trust Company, N.A., at 1-(800)-255-0461. May Shareholders Ask Questions at the Annual Meeting? Yes. Our representatives will answer your questions of general interest to shareholders atWe have designed the endformat of the virtual Annual Meeting to ensure that our shareholders are afforded the same rights and opportunities to participate as they would have at an in-person meeting. In orderAfter the business portion of the Annual Meeting concludes and the meeting is adjourned, we will hold a Q&A session during which we intend to give a greater numberanswer questions submitted during the meeting that are pertinent to the Company, as time permits, and in accordance with our Rules for Conduct of shareholders the opportunityShareholder Meeting. During the Annual Meeting, you can view our Rules for Conduct of the Shareholder Meeting and submit any questions at virtualshareholdermeeting.com/GLW2022. Answers to askany questions we may impose certain procedural requirements, such as limiting repetitive or follow-upnot addressed during the meeting will be posted on the investor page of our website following the meeting. Questions and answers will be grouped by topic, and substantially similar questions or those of a personal nature.will be answered only once. How Many Shares Must be Present to Hold the Meeting? In order for us to conduct our meeting, a majority of our outstanding shares of common sharesstock as of March 4, 2019,February 28, 2022, the record date for the meeting, must be present in person (by logging in to our virtual annual meeting with your control number) or by proxy at the meeting. This is called a quorum. Your shares are counted as present at the meeting if you attend the virtual meeting and voteby logging in personwith your control number or if you properly return a proxy by Internet, telephone or mail. 82 | 90 | CORNING2019 2022 PROXY STATEMENT |
Table of Contents Frequently Asked Questions About the Meeting and Voting What isIs the Vote Required for Each Proposal? | | Affirmative Vote Required | | Broker Discretionary
Voting Allowed | Proposal 1: Election of 14each of the 15 director nominees | | Majority of votes cast at the meeting in person or by proxy | | No | Proposal 2: Advisory approval
of the Company’sour executive compensation
compensation (Say(Say on Pay) | | Majority of votes cast at the meeting in person or by proxy | | No | Proposal 3: Ratification of the
appointment of independent registered
public accounting firm for fiscal year 20192022 | | Majority of votes cast at the meeting in person or by proxy | | Yes | Proposal 4: Approval of the 2019 Equity
Plan for Non-Employee Directors | | Majority of votes cast at the meeting in person or by proxy | | No |
With respect to Proposals 1, 2 3 and 43 you may vote “FOR”, “AGAINST” or “ABSTAIN”. If you “ABSTAIN” from voting on any of these Proposals, the abstention will not constitute a vote cast. How Will Voting on “Any Other Business” beBe Conducted? We have not received proper notice of, and are not aware of, any business to be transacted at the meeting other than as indicated in this proxy statement. If any other item or proposal properly comes before the meeting, the proxies received will be voted on those matters in accordance with the discretion of the proxy holders. Who Pays for the Solicitation of Proxies? Our Board of Directors is making this solicitation of proxies on behalf of the Company. The Company will pay the costs of the solicitation, including the costs for preparing, printing and mailing this proxy statement. We have hired Innisfree M&A Incorporated to assist us in soliciting proxies. It may do so by telephone, in person or by other electronic communications. We anticipate paying Innisfree a fee of $25,000 plus out-of-pocket expenses for these services. We also will reimburse brokers nominees and fiduciaries for their costs in sending proxies and proxy materials to our shareholders so that you may vote your shares. Our directors, officers and regular employees may supplement Innisfree’s proxy solicitation efforts by contacting you by telephone or electronic communication or in person. We will not pay directors, officers or other regular employees any additional compensation for their proxy solicitation efforts. How Can I Find the Voting Results of the Annual Meeting? Following the conclusion of the Annual Meeting, we will include the voting results in a Form 8-K, which we expect to file with the Securities and Exchange Commission (the “SEC”)SEC on or before May 8, 2019. CORNING2019 PROXY STATEMENT | 83 |
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Frequently Asked Questions About the Meeting and Voting4, 2022.
How Do I Submit a Shareholder Proposal For, or Nominate a Director For Election at, Next Year’s Annual Meeting? Proposals for Inclusion in Next Year’s Proxy Statement SEC rules permit shareholders to submit proposals for inclusion in our proxy statement if the shareholder and the proposal meet the requirements specified in SEC Rule 14a-8. When to send these proposals:Any shareholder proposals submitted in accordance with SEC Rule 14a-8 must be received at our principal executive offices no later than the close of business on November 22, 2019.18, 2022. CORNING 2022 PROXY STATEMENT | 91 | |
Table of Contents Frequently Asked Questions About the Meeting and Voting Where to send these proposals:Proposals should be addressed to Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. What to include:Proposals must conform to and include the information required by SEC Rule 14a-8. Director Nominees for Inclusion in Next Year’s Proxy Statement Our by-laws permit a group of shareholders (up to 20) who have owned at least 3% of Corning’s common stock for at least 3 years to submit director nominees for the greater of two directors or the largest whole number that does not exceed 20% of our Board. These director nominees will be included in our proxy statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our by-laws. When to send these notices of director nominees:Notices of director nominees submitted under these by-law provisions must be received no earlier than October 24, 2019December 29, 2022 and no later than November 22, 2019.January 28, 2022. Where to send these notices of director nominees:Notices should be addressed to Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. What to include:Notices must include the information required by our by-laws, which are available on Corning’s website. Other Proposals or Nominees for Presentation at Next Year’s Annual Meeting Our by-laws require that any shareholder proposal, including director nominations, that is not submitted for inclusion in next year’s proxy statement (either under SEC Rule 14a-8 or our proxy access by-laws), but is instead sought to be presented directly at the 20202022 Annual Meeting, must be received at our principal executive offices no earlier than the 120th120th day and no later than the close of business on the 90th90th day prior to the first anniversary of the preceding year’s annual meeting. When to send these proposals:Shareholder proposals, including director nominations, submitted under these by-law provisions must be received no earlier than January 3, 2020December 29, 2022 and no later than February 2, 2020.January 28, 2023. Where to send these proposals:Proposals should be addressed to Corporate Secretary, Corning Incorporated, One Riverfront Plaza, Corning, New York 14831. What to include:Proposals must include the information required by our by-laws, which are available on Corning’s website. Why Haven’t I Received a Printed Copy of the Proxy Statement or Annual Report? We are furnishing proxy materials to you online, as permitted by SEC rules, to expedite your receipt of materials while lowering costs and reducing the environmental impact of printing and mailing full sets of annual meeting materials. If you received by mail a notice of the electronic availability of these materials, you will not receive a printed copy unless you specifically request it. Such notice contains instructions on how to request a paper copy of the materials. 84 | CORNING2019 PROXY STATEMENT |
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Frequently Asked Questions About the Meeting and Voting
Is the Proxy Statement Available on the Internet? Yes. Most shareholders will receive the proxy statement and other annual meeting materials online. If you received a paper copy, you can also view these documents online by accessing our website atcorning.com/2022-proxycorning.com/2019-proxy. You can elect to receive future proxy statements and annual reports by Internet instead of receiving paper copies by mail by following the instructions for making such election when you electronically vote your shares. | 92 | CORNING 2022 PROXY STATEMENT |
Table of Contents Frequently Asked Questions About the Meeting and Voting Are You “Householding” Forfor Shareholders Sharing the Same Address? Yes. The SEC’s rules regarding the delivery to shareholders of proxy statements, annual reports, prospectuses and information statements permit us to deliver a single copy of these documents to an address shared by two or more of our shareholders. This method of delivery is referred to as “householding,” and can significantly reduce our printing and mailing costs. It also reduces the volume of mail you receive. This year, we are delivering only one proxy statement and 20182021 Annual Report on Form 10-K to multiple registered shareholders sharing an address, unless we receive instructions to the contrary from one or more of the shareholders. We will still be required, however, to send you and each other shareholder at your address an individual proxy voting card. If you would like to receive more than one copy of this proxy statement and our 2018 Annual Report,annual report, we will promptly send you additional copies upon written or oral request directed to Broadridge Financial Solutions, Inc. (‘‘Broadridge’’(“Broadridge”), either by calling toll free at (866) 540-7095 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717. The same phone number and mailing address may be used to notify us that you wish to receive a separate proxy statement or Annual Report in the future, or to request delivery of a single copy of a proxy statement or Annual Report on Form 10-K if you are receiving multiple copies. Code of Ethics Our Board of Directors has adopted (i) the Code of Ethics for the Chief Executive Officer and Financial Executives (Code of Ethics) and (ii) the Code of Conduct for Directors and Executive Officers, which supplements thesupplement our Code of Conduct governingthat governs all employees and directors. A copy of theThese Codes have been in existence for more than ten years. The Code of Ethics is available onapplies to our website atinvestor.corning.com/investor-relations/governance/overview/default.aspx. We will disclose any amendments to, or waivers from, the Code of Ethics on our website within four business days of such determination.Chief Executive Officer, Chief Financial Officer, Controller and other financial executives. During 2018,2021, no amendments to or waivers of the provisions of the Code of Ethics were made with respect to any of our directors or executive officers. A copy of the Code of Ethics is available on our website at http://www.corning.com/worldwide/en/about-us/investor-relations/codes-of-conduct-ethics.html. We will disclose future amendments to, or waivers from, the Code of Ethics on our website within four business days following the date of such amendment or waiver. Incorporation by Reference The Compensation Committee Report on page 57 and the Report of Audit Committee of the Board of Directors on page 74, are67 is not deemed filed with the SEC and shall not be deemed incorporated by reference into any prior or future filings made by Corning under the Securities Act or the Exchange Act, except to the extent that Corning specifically incorporates such information by reference. In addition, this proxy statement includes several website addresses. These website addressesWebsite references throughout this document are provided for convenience only and are intended to provide inactive, textual references only. The informationcontent on thesethe referenced websites is not incorporated herein by reference and does not constitute a part of this proxy statement. Additional Information This proxy statement, our 2018 Annual Report, our2021 Annual Report on Form 10-K, and all other filings with the SEC, each of the Board Committee Charters and the Corporate Governance Guidelines andwith Director Qualification Standards may be accessed via the Investor Relations page on Corning’s website atcorning.comcorning.com. These documents are also available without charge upon a shareholder’s written or oral request to Investor Relations, Corning Incorporated, One Riverfront Plaza, Corning, NY, 14831, telephone number 1-(607)-974-9000. CORNING 2019 2022 PROXY STATEMENT | 8593 | |
Table of Contents Appendix A
Corning Incorporated and Subsidiary Companies Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures; Certain Definitions | |  |
Certain Definitions Used in this Proxy Statement:
Target Debtis total reported debt, plus operating lease adjustment, plus pension and other post-employment benefits (OPEB) adjustment.
Target EBITDAis earnings before interest, tax, depreciation and amortization, plus operating lease adjustment, plus pension and OPEB adjustment, plus stock compensation expense. 
* * *Appendix A
Corning Incorporated and Subsidiary Companies
Reconciliation of Non-GAAP Financial Measures to
GAAP Financial Measures
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE
Year Ended December 31, 20182021
(Unaudited; amountsAmounts in millions, except per share amounts) | | Net
sales | | Net
income | | | Earnings
per
Share | | | As reported | | $11,290 | | $1,066 | | | $1.13 | | | Constant-currency adjustment(1) | | 108 | | 127 | | | 0.13 | | | Translation loss on Japanese | | | | 15 | | | 0.02 | | | Translated earnings contract loss, net(3) | | | | 97 | | | 0.10 | | | Acquisition-related costs(4) | | | | 103 | | | 0.11 | | | Discrete tax items and other tax-related | | | | 79 | | | 0.08 | | | Litigation, regulatory and other legal matters(6) | | | | 96 | | | 0.10 | | | Restructuring, impairment and other charges(7) | | | | 96 | | | 0.10 | | | Equity in earnings of affiliated companies(8) | | | | (119 | ) | | (0.13 | ) | | Pension mark-to-market adjustment(10) | | | | 113 | | | 0.12 | | | Core performance measures | | $11,398 | | $1,673 | | | $1.78 | |
| | | Net
Sales | | Net
income | | | Earnings
per share | | | As reported | | $ | 14,082 | | $ | 1,906 | | | $ | 1.28 | | | Preferred stock redemption(a) | | | | | | | | | | 0.90 | | | Subtotal | | | 14,082 | | | 1,906 | | | | 2.18 | | | | | | | | | | | | | | | | Constant-currency adjustment(1) | | | 38 | | | 76 | | | | 0.09 | | | Translation gain on Japanese yen-denominated debt(2) | | | | | | (138 | ) | | | (0.16 | ) | | Translated earnings contract gain, net(3) | | | | | | (273 | ) | | | (0.32 | ) | | Acquisition-related costs(4) | | | | | | 123 | | | | 0.15 | | | Discrete tax items and other tax-related adjustments(5) | | | | | | (24 | ) | | | (0.03 | ) | | Pension mark-to-market adjustment(6) | | | | | | 25 | | | | 0.03 | | | Restructuring, impairment and other charges and credits(7) | | | | | | 78 | | | | 0.09 | | | Litigation, regulatory and other legal matters(8) | | | | | | 27 | | | | 0.03 | | | Preferred stock conversion(9) | | | | | | 17 | | | | 0.02 | | | Bond redemption loss(10) | | | | | | 23 | | | | 0.03 | | | Loss on investment(11) | | | | | | 17 | | | | 0.02 | | | Gain on sale of business(12) | | | | | | (46 | ) | | | (0.05 | ) | | Core performance measures | | $ | 14,120 | | $ | 1,811 | | | $ | 2.07 | |
| | | (a) | Corning and Samsung Display Co., Ltd. executed a Share Repurchase Agreement (“SRA”). Pursuant to the SRA, the Series A convertible preferred stock (“Preferred Stock”) was converted into 115 million shares of common stock (“Common Shares”). Corning immediately repurchased 35 million of the converted Common Shares and excluded them from the weighted-average common shares outstanding for the calculation of the Company’s basic and diluted earnings per share. The redemption of these Common Shares resulted in an $803 million reduction of retained earnings which reduced the net income available to common shareholders. |
See Reconciliation of Non-GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at Core Performance measures” for the descriptions of the footnoted reconciling items. | 94 | CORNING 2022 PROXY STATEMENT |
Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE
Year Ended December 31, 2020
(Amounts in millions, except per share amounts) | | | Net
Sales | | Net
income | | | Earnings
per share | | | As reported | | $ | 11,303 | | $ | 512 | | | $ | 0.54 | | | Constant-currency adjustment(1) | | | 44 | | | 17 | | | | 0.02 | | | Translation loss on Japanese yen-denominated debt(2) | | | | | | 67 | | | | 0.09 | | | Translated earnings contract loss, net(3) | | | | | | 36 | | | | 0.05 | | | Acquisition-related costs(4) | | | | | | 114 | | | | 0.15 | | | Discrete tax items and other tax-related adjustments(5) | | | | | | (24 | ) | | | (0.03 | ) | | Pension mark-to-market adjustment(6) | | | | | | 24 | | | | 0.03 | | | Restructuring, impairment and other charges and credits(7) | | | | | | 621 | | | | 0.80 | | | Litigation, regulatory and other legal matters(8) | | | | | | 120 | | | | 0.16 | | | Bond redemption loss(10) | | | | | | 17 | | | | 0.02 | | | Gain on investment(11) | | | | | | (83 | ) | | | (0.11 | ) | | Equity in losses of affiliated companies(13) | | | | | | 98 | | | | 0.13 | | | Transaction-related gain, net(14) | | | | | | (387 | ) | | | (0.50 | ) | | Cumulative adjustment related to customer contract(15) | | | 105 | | | 105 | | | | 0.14 | | | Core performance measures | | $ | 11,452 | | $ | 1,237 | | | $ | 1.39 | |
See Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at Core Performance measures” for the descriptions of the footnoted reconciling items. CORNING INCORPORATED AND SUBSIDIARY COMPANIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE
Year Ended December 31, 20172019
(Unaudited; amountsAmounts in millions, except per share amounts) | | Net
sales | | Net
income | | | (Loss)
Earnings per
Share | | | As reported | | $10,116 | | $(497 | ) | | $(0.66 | ) | | Constant-currency adjustment(1) | | 142 | | 138 | | | 0.15 | | | Translation gain on Japanese yen-denominated debt(2) | | | | (9 | ) | | (0.01 | ) | | Translated earnings contract loss, net(3) | | | | 78 | | | 0.09 | | | Acquisition-related costs(4) | | | | 59 | | | 0.07 | | | Discrete tax items and other tax-related adjustments(5) | | | | 127 | | | 0.14 | | | Litigation, regulatory and other legal matters(6) | | | | (9 | ) | | (0.01 | ) | | Restructuring, impairment and other charges(7) | | | | 62 | | | 0.07 | | | Equity in earnings of affiliated companies(8) | | | | (97 | ) | | (0.11 | ) | | Adjustments related to acquisitions(9) | | | | 13 | | | 0.01 | | | Pension mark-to-market adjustment(10) | | | | 14 | | | 0.02 | | | Adjustments to remove the impacts of the Tax Cuts and Job Act of 2017(13) | | | | 1,755 | | | 1.96 | | | Core performance measures | | $10,258 | | $1,634 | | | $1.60 | |
| | | Net
Sales | | Net
income | | | Earnings
per share | | | As reported | | $ | 11,503 | | $ | 960 | | | $ | 1.07 | | | Constant-currency adjustment(1) | | | 153 | | | 115 | | | | 0.13 | | | Translation loss on Japanese yen-denominated debt(2) | | | | | | 2 | | | | 0.00 | | | Translated earnings contract gain, net(3) | | | | | | (190 | ) | | | (0.21 | ) | | Acquisition-related costs(4) | | | | | | 99 | | | | 0.11 | | | Discrete tax items and other tax-related adjustments(5) | | | | | | 37 | | | | 0.04 | | | Pension mark-to-market adjustment(6) | | | | | | 69 | | | | 0.08 | | | Restructuring, impairment and other charges and credits(7) | | | | | | 334 | | | | 0.37 | | | Litigation, regulatory and other legal matters(8) | | | | | | (13 | ) | | | (0.01 | ) | | Equity in losses of affiliated companies(13) | | | | | | 165 | | | | 0.18 | | | Core performance measures | | $ | 11,656 | | $ | 1,578 | | | $ | 1.76 | |
See Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at Core Performance measures” for the descriptions of the footnoted reconciling items. 86 | CORNING 2019 2022 PROXY STATEMENT | 95 | |
Table of Contents Appendix A CORNING INCORPORATED AND SUBSIDIARY COMPANIES
RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO GAAP FINANCIAL MEASURE
Year Ended December 31, 20162021 and 2020
(Unaudited; amounts in millions, except per share amounts)millions) | | Net
sales | | Net
income | | | Earnings
per
Share | | | As reported | | $9,390 | | $3,695 | | | $3.23 | | | Constant-currency adjustment(1) | | 50 | | 65 | | | 0.06 | | | Translated earnings contract loss, net(3) | | | | 282 | | | 0.25 | | | Acquisition-related costs(4) | | | | 107 | | | 0.09 | | | Discrete tax items and other tax-related adjustments(5) | | | | (27 | ) | | (0.02 | ) | | Litigation, regulatory and other legal matters(6) | | | | 70 | | | 0.06 | | | Restructuring, impairment and other charges(7) | | | | 138 | | | 0.12 | | | Equity in earnings of affiliated companies(8) | | | | (18 | ) | | (0.02 | ) | | Adjustments related to acquisitions(9) | | | | (42 | ) | | (0.04 | ) | | Pension mark-to-market adjustment(10) | | | | 44 | | | 0.04 | | | Gain on realignment of equity investment(11) | | | | (2,676 | ) | | (2.34 | ) | | Taiwan power outage(12) | | | | 13 | | | 0.01 | | | Core performance measures | | $9,440 | | $1,651 | | | $1.44 | |
| | | Year ended December 31, | | | | 2021 | | | 2020 | | | Cash flows from operating activities | | $ | 3,412 | | | $ | 2,180 | | | Capital expenditures | | $ | (1,637 | ) | | $ | (1,377 | ) | | Adjusted free cash flow based on GAAP results | | $ | 1,775 | | | $ | 803 | | | Realized gains on translated earnings contracts | | | 67 | | | | 12 | | | Translation (losses) gains on cash balances | | | (77 | ) | | | 113 | | | Adjusted free cash flow based on core results | | $ | 1,765 | | | $ | 948 | | | Other adjustments(1) | | | (200 | ) | | | (16 | ) | | Adjusted free cash flow for compensation purposes | | $ | 1,565 | | | $ | 932 | |
| | | (1) | Items excluded from Adjusted Free Cash Flow for compensation purposes. The Compensation Committee approves adjustments to free cash flow for compensation purposes when it approves the measures each year that are designed to prevent favorable or unfavorable impacts to results due to unbudgeted items which are within the scope of normal operations but outside the scope of the compensation plan. |
See Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at Core Performance measures” for the descriptions of the footnoted reconciling items.
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
RECONCILIATION OF ADJUSTED OPERATING CASH FLOW TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Year Ended December 31, 2018
(Unaudited; amounts in millions) | Adjusted operating cash flow | $ | 3,168 | | | Adjustments from GAAP Net Cash Provided by Operating Activities | | | | | Proceeds from settlement of initial contingent consideration asset(a) | | (196 | ) | | Cash proceeds from realized gain on hedging instruments(b) | | (108 | ) | | Translation gains on cash balances(c) | | 55 | | | Net cash provided by operating activities | $ | 2,919 | |
(a) | Represents a budget to actual adjustment to arrive at the metric to calculate incentive compensation. | (b) | Represents the realized gain on translated earnings contracts. | (c) | Represents translation gains on Corning’s foreign cash balances |
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
RECONCILIATION OF ADJUSTED OPERATING CASH FLOW LESS CAPITAL EXPENDITURES TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Year Ended December 31, 2018
(Unaudited; amounts in millions)
Adjusted operating cash flow less capital expenditures | $926 | | Adjustments from GAAP Net Cash Provided by Operating Activities: | | | Translation gain on cash balances(a) | 55 | | Proceeds from settlement of initial contingent consideration asset(b) | (196 | ) | Realized gains on hedging instruments(c) | (108 | ) | Capital expenditures(d) | 2,242 | | Net cash provided by operating activities | $2,919 | |
(a) | Represents translation gain on Corning’s foreign cash balances. | (b) | Represents a budget to actual adjustment to arrive at the metric to calculate incentive compensation. | (c) | Represents the realized gain on translated earnings contracts. | (d) | Represents Corning’s 2018 capital expenditures. |
CORNING2019 PROXY STATEMENT | 87 |
Table of Contents
Appendix A
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
RECONCILIATION OF ADJUSTED OPERATING CASH FLOW LESS CAPITAL EXPENDITURES TO NET CASH PROVIDED BY OPERATING ACTIVITIES
Year Ended December 31, 2017
(Unaudited; amounts in millions)
Adjusted operating cash flow less capital expenditures | $816 | | Adjustments from GAAP Net Cash Provided by Operating Activities | | | Translation loss on cash balances(a) | (342 | ) | Restructuring payments(b) | (4 | ) | Realized gains on hedging instruments(c) | (270 | ) | Capital expenditures(d) | 1,804 | | Net cash provided by operating activities | $2,004 | |
(a) | Represents translation losses on Corning’s foreign cash balances. | (b) | Represents a budget to actual adjustment to arrive at the metric to calculate incentive compensation. | (c) | Represents the realized gain on translated earnings contracts. | (d) | Represents Corning’s 2017 capital expenditures. |
CORNING INCORPORATED AND SUBSIDIARY COMPANIES
DISPLAY TECHNOLOGIES SEGMENT RECONCILIATION OF CORE NET SALES TO NET SALES
Year Ended December 31, 2018
(Unaudited; amounts in millions)
| Net sales | | As reported | $ | 3,168 | | Constant-currency adjustment(1) | | 108 | | Core performance measures | $ | 3,276 |
See Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures, “Items which we exclude from GAAP measures to arrive at Core Performance measures” for the descriptions of the footnoted reconciling items.
CORE PERFORMANCE MEASURES
In managing the Company and assessing our financial performance, we adjust certain measures provided by our consolidated financial statements are adjusted to exclude specific items to arrive at core performance measures. These items include gains and losses on our translated earnings contracts, acquisition-related costs, certain discrete tax items and other tax-related adjustments, restructuring, impairment losses, and restructuring-relatedother charges and credits, certain litigation-related expenses, pension mark-to-market adjustments and other items which do not reflect on-going operating results of the Company or our equity affiliates. Additionally, Corning has adopted the use of constant currencyutilizes constant-currency reporting for our Display Technologies, andEnvironmental Technologies, Specialty Materials and Life Sciences segments for the Japanese yen, South Korean won, Chinese yuan, and Newnew Taiwan dollar currencies.and the euro. The Company believes that the use of constant currencyconstant-currency reporting allows investors to understand our results without the volatility of currency fluctuations and reflects the underlying economics of the translated earnings contracts used to mitigate the impact of changes in currency exchange rates on our earnings and cash flows. Corning also believes that reporting core performance measures provides investors greater transparency to the information used by ourthe management team to make financial and operational decisions. Core performance measures are not prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”). We believe investors should consider these non-GAAP measures in evaluating our results as they are more indicative of our core operating performance and how management evaluates our operational results and trends. These measures are not, and should not, be viewed as a substitute for GAAP reporting measures. With respect to the Company’s outlook for future periods, it is not possible to provide reconciliations for these non-GAAP measures because the Company does not forecast the movement of the Japanese yen, South Korean won, Chinese yuan or New Taiwan dollarforeign currencies against the U.S. dollar, or other items that do not reflect ongoing operations, nor does it forecast items that have not yet occurred or are out of the Company’s control. As a result, the Company is unable to provide outlook information on a GAAP basis. For a reconciliation of non-GAAP performance measures to their most directly comparable GAAP financial measure, please see “Reconciliation of Non-GAAP Measures”. | 96 | CORNING 2022 PROXY STATEMENT |
Table of Contents Appendix A Items which we exclude from GAAP measures to arrive at core performance measures are as follows: | (1) | Constant-currency adjustmentsadjustment: Because a significant portion of Display Technologies segment revenuesrevenue and expenses are denominated in Japanese yen, and a significant portion of Display Technologies and Specialty Materials segment manufacturing costs are denominated in Japanese Yen, Korean won, New Taiwancurrencies other than the U.S. dollar, and Chinese yuan, management believes it is important to understand the impact on earningscore net income of translating these currencies into U.S. dollars. Our Display Technologies and Specialty Materials segments sales and net income are primarily denominated in Japanese yen, but are also impacted by the South Korean won, Chinese yuan, and new Taiwan dollar. Environmental Technologies and Life Science segment sales and net income are primarily impacted by the euro and Chinese yuan. Presenting results on a constant-currency basis mitigates the translation impact and allows management to evaluate performance period over period, analyze underlying trends in our businesses, and establish operational goals and forecasts. Constant-yen: As of January 1, 2018, we use an We establish constant-currency rates based on internally derived management rate of ¥107,estimates which isare closely aligned to our current yen portfolio of foreign currency hedges, andwith the currencies we have recast all periods presented based on this rate to effectively remove the impact of changes in the Japanese yen.hedged.
Constant-won: As of January 1, 2018, we use an internally derived management rate of ₩1,175, which is closely aligned to our current won portfolio of foreign currency hedges, and have recast all periods presented based on this rate.
Constant-yuan: In January 2018, we began presenting results of the Display Technologies and Specialty Materials segments on a constant-yuan basis to mitigate the translation impact of this currency on these segments. We use an internally derived management rate of yuan 6.7, which is closely aligned to our current yuan portfolio of foreign currency hedges and consistent with historical prior period averages.
| | | | Constant-currency rates are as follows: | | |
88 | CORNING2019 PROXY STATEMENT |
Table of Contents
Appendix A
| Currency | Constant-Taiwan dollarJapanese yen | : In January 2018, we began presenting results of the Display Technologies and Specialty Materials segments on a constant-Taiwan dollar basis to mitigate the translation impact of this currency on these segments. We use an internally derived management rate of Korean won | Chinese yuan | New Taiwan dollar | Euro | | Rate | ¥107 | ₩1,175 | ¥6.7 | NT$31 which is closely aligned to our current New Taiwan dollar portfolio of cash flow hedges, and approximates the 10-year historical average of the currency. | €.81 |
| | | (2) | Translation (gain) loss on Japanese yen-denominated debt: We have excluded the gain or loss on the translation of our yen-denominated debt to U.S. dollars. | | (3) | Translated earnings contract (gain) loss, (gain)net: We have excluded the impact of the realized and unrealized gains and losses of our Japanese yen, South Korean won, Chinese yuan, euro and Newnew Taiwan dollar-denominated foreign currency hedges related to translated earnings, as well as the unrealized gains and losses of our euro and British pound-denominated foreign currency hedges related to translated earnings. | | (4) | Acquisition-related costs: These expenses include intangible amortization, inventory valuation adjustments and external acquisition-related deal costs. | | (5) | Discrete tax items and other tax-related adjustments: For 2018, this amount primarily relates to the preliminary IRS audit settlement offset by2021, 2020 and 2019, these include discrete period tax items such as changes in judgmenttax law, the impact of tax audits, changes in tax reserves, changes in judgement about the realizability of certain deferred tax assets. For 2017, this amount represents the removal of discrete adjustments (e.g., changes in tax law,assets, net Subpart F income, and other than those of the 2017 Tax Act which are set forth separately, and changes in judgment about the realizability of certain deferred tax assets) as well as other non-operational tax-related adjustments. | | (6) | Litigation, regulatory and other legal matters: Includes amounts that reflect developments in commercial litigation, intellectual property disputes and other legal matters. | (7) | Restructuring, impairment and other charges: This amount includes restructuring, impairment and other charges, as well as other expenses which are not related to continuing operations and are not classified as restructuring expense. | (8) | Equity in earnings of affiliated companies: These adjustments relate to costs not related to continuing operations of our affiliated companies, such as restructuring, impairment and other charges and settlements, or modifications, under “take-or-pay” contracts. | (9) | Adjustments related to acquisitions: Includes fair value adjustments to the Corning Precision Materials indemnity asset related to contingent consideration, post-combination expenses and other acquisition and disposal adjustments. | (10) | Pension mark-to-market adjustment: Defined benefit pension mark-to-market gains and losses, which arise from changes in actuarial assumptions and the difference between actual and expected returns on plan assets and discount rates. | | (7) | Restructuring, impairment and other charges and credits: This amount includes restructuring, impairment losses and other charges and credits, as well as other expenses, primarily accelerated depreciation and asset write-offs, which are not related to continuing operations and are not classified as restructuring expense. During the third quarter of 2021, we recorded asset write-offs and charges related to facility repairs resulting from the impact of power outages. The Company is pursuing recoveries under its applicable property insurance policies. | | (8) | Litigation, regulatory and other legal matters: Includes amounts that reflect developments in commercial litigation, intellectual property disputes, adjustments to our estimated liability for environmental-related items and other legal matters. | | (9) | Preferred stock conversion: This amount is the put option from the Share Repurchase Agreement with Samsung Display Co., Ltd. | | (10) | Bond redemption loss: Amount represents premiums on redemption of debentures. | | (11) | Gain(Loss) gain on realignment of equity investment: Gain recorded uponAmount represents the completiongain or loss recognized on investment due to mark-to-mark adjustments for the change in fair value or the disposition of the strategic realignment of our ownership interest in Dow Corning.investment. | | (12) | Taiwan power outageGain on sale of business: ImpactAmount represents the gain recognized for the sale of the power outage that temporarily halted production at our Tainan, Taiwan manufacturing location in the second quarter of 2016. The impact includes asset write-offs and charges for facility repairs, offset somewhat by partial reimbursement through our insurance program.certain businesses. | | (13) | Adjustments resulting fromEquity in losses of affiliated companies: These adjustments relate to costs not related to continuing operations of our affiliated companies, such as restructuring, impairment losses, inventory adjustments, and other charges and credits and settlements under “take-or-pay” contracts. The year ended December 31, 2020 includes the 2017 Tax Act: IncludesCompany’s share of a provisional amountloss related to the one-time mandatory taxsale of a business. | | (14) | Transaction-related gain, net: Amount represents the gain recorded on unrepatriated foreign earnings, a provisional amountpreviously held equity investment in HSG. | | (15) | Cumulative adjustment related to customer contract: The negative impact of a cumulative adjustment recorded during the remeasurementfirst quarter of U.S. deferred tax assets and liabilities, changes in valuation allowances2020 to reduce revenue by $105 million. The adjustment was associated with a previously recorded commercial benefit asset, reflected as a resultprepayment, to a customer with a long-term supply agreement that substantially exited its production of the 2017 Tax Act, and adjustments for the elimination of excess foreign tax credit planning.LCD panels. | | |
CORNING 2019 2022 PROXY STATEMENT | 8997 | |
Table of Contents 
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831-0001
Appendix B
2019 Equity Plan for Non-Employee Directors | |  |
CORNING INCORPORATED
2019 EQUITY PLAN FOR NON-EMPLOYEE DIRECTORSU.S.A.
www.corning.com
1. THE PLAN© 2022 Corning Incorporated. All Rights Reserved.
a. | Purpose. This Corning Incorporated 2019 Equity Plan for Non-Employee Directors (as amended from time to time, the “Plan”) is intended to benefit the shareholders of Corning Incorporated (the “Corporation”) by providing a means to attract, retain and reward non-employee directors of the Corporation (“Directors”) who can and do contribute to the longer-term financial success of the Corporation and to increase their proprietary interest in the Corporation.
| b. | Effective Date. The Plan replaces the 2010 Equity Plan For Non-Employee Directors and will become effective upon its approval by the affirmative vote of a majority of the votes cast at the Corporation’s 2019 Annual Meeting of Shareholders and shall continue until it expires on the tenth (10th) anniversary of its effective date or is replaced by another plan.
|
2. ADMINISTRATION
a. | Committee. The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors of the Corporation (the “Board”), provided, however, that from time to time the Board may assume, at its sole discretion, administration of the Plan.
| b. | Awards.The Committee may grant awards (collectively, “Awards”) under the Plan of shares of the Corporation’s common stock, par value $0.50 per share, (“Shares”) or options to purchase Shares, in such type and magnitude, and subject to such terms and conditions (including vesting and forfeiture rules or pursuant to a deferred compensation plan), as it shall determine.
| c. | Powers and Authority. The Committee’s powers and authority under the Plan include, but are not limited to (i) permitting transferability of Awards to family members, trusts and partnerships for the benefit of participants and their family members, and as charitable donations; (ii) interpreting the Plan’s provisions; and (iii) administering the Plan in a manner that is consistent with its purpose. The Committee’s decisions in carrying out the Plan and its interpretation and construction of any provisions of the Plan or any Award, agreement or other instrument executed under the Plan shall be final and binding upon all persons. No members of the Committee shall be liable for any action or determination made in good faith in administering the Plan.
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3. ELIGIBILITY
Only Directors of the Corporation who, at the time of grant of an Award, are not employees of the Corporation shall be eligible to receive Awards under the Plan.
4. SHARES SUBJECT TO THE PLAN, ADJUSTMENTS AND AWARD LIMITS
a. | Maximum Shares Available for Delivery. Subject to adjustments under Section 4(b), the maximum number of Shares that may be delivered pursuant to Awards under the Plan, including pursuant to any deferred compensation plan for Directors shall be 1,500,000.
| b. | Adjustments for Corporate Transactions.
| | (i) | The Committee shall determine whether a corporate transaction has affected the price per Share or the number of Shares outstanding such that an adjustment or adjustments to outstanding Awards are required to preserve (or prevent enlargement of) the benefits or potential benefits intended to be made available under the Plan at the time of grant of an Award. For this purpose, a corporate transaction will include, but is not limited to, any stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares, or other similar occurrence. In the event of such a corporate transaction, the Committee shall, in such manner as the Committee deems equitable, adjust (i) the number and kind of shares which may be delivered under the Plan pursuant to Section 4(a); (ii) the number and kind of shares subject to outstanding Awards; and (iii) the exercise price of outstanding Options.
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Appendix B
| (ii) | In the event that the Corporation is not the surviving corporation of a merger, consolidation or amalgamation with another corporation, or in the event of a liquidation or reorganization of the Corporation, and in the absence of the surviving corporation’s assumption of outstanding Awards made under the Plan, the Committee may provide for appropriate adjustments and/or settlements of such Awards either at the time of grant or at a subsequent date. The Committee may also provide for adjustments and/or settlements of outstanding Awards as it deems appropriate and consistent with the Plan’s purpose in the event of any other change in control of the Corporation.
| c. | Annual Award Limits.The maximum number of Shares subject to Awards granted during a single fiscal year to any Director, taken together with any cash fees paid during the fiscal year to the Director in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $700,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that the Director receiving such additional compensation may not participate in the decision to award such compensation.
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5. TYPES OF AWARDS
a. | General. The types of Awards that may be granted under the Plan include:
| | (i) | Stock Option. A stock option (“Option”) represents a right to purchase a specified number of Shares during a specified period at a price per Share which is no less than one hundred percent (100%) of the closing price of a Share on the New York Stock Exchange as of the grant date, as determined by the Committee. No Option shall be “repriced” (i.e., by reducing the exercise price, cancelling the Option in exchange for another Option with a lower exercise price, or cancelling the Option for cash or another Award, other than in connection with a change in control or an equitable adjustment under Section 4(b) above) without shareholder approval.The Shares covered by an Option may be purchased by means of a cash payment of the exercise price or such other means as the Committee may from time to time permit, including, without limitation, one or more of: (i) tendering Shares valued using the market price at the time of exercise, (ii) authorizing a third party to sell Shares (or a sufficient portion thereof) acquired upon exercise of an Option and to remit to the Corporation a sufficient portion of the sale proceeds to pay the exercise price for all the Shares acquired through such exercise prior to the issuance of the Shares by the Corporation; or (iii) any combination of the above. All Options shall be non-qualified options.
| | | No Option granted under the Plan will have an expiration date later than ten years after its grant date. Unless otherwise provided by the Committee, each Option will terminate in its entirety on the earliest of (1) the third anniversary of the date on which the grantee ceased to be a Director, (2) the date on which written notice of termination of the Option is given to the Director (or such later date as is specified in that notice), and (3) the Option’s expiration date.
| | (ii) | Stock Award. A stock award is a grant of Shares or a right to receive Shares (or their cash equivalent or a combination of both) in the future (“Stock Award”), subject to such conditions, restrictions and contingencies as the Committee shall determine.
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6. STOCK AWARD SETTLEMENTS AND PAYMENTS
a. | Dividends and Dividend Equivalents. The Committee, in its discretion, will determine whether dividends or dividend equivalent payments will be paid or credited to a Director’s account, prior to the time that a Stock Award becomes vested.
| b. | Payments. Stock Awards may be settled through cash payments, the delivery of Shares, the granting of Awards or a combination thereof, as the Committee shall determine. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.
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7. PLAN AMENDMENT AND TERMINATION
a. | Amendments. Any Plan amendments will comply with the New York Stock Exchange listing requirements and any applicable legal requirements. The Board may amend this Plan as it deems necessary and appropriate to better achieve the Plan’s purpose, provided, however, that: (i) the Share limitation set forth in Section 4(a) cannot be increased and (ii) an Option cannot be “repriced” as set forth in Section 5 unless such an amendment is properly approved by the Corporation’s shareholders. Notwithstanding anything to the contrary in the Plan, the Board may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax- efficient manner and in compliance with local rules and regulations.
| b. | Plan Suspension and Termination. The Board may suspend or terminate this Plan at any time. Any such suspension or termination shall not of itself materially impair any outstanding Award granted under the Plan or the applicable Director’s rights regarding such Award.
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8. MISCELLANEOUS
a. | No Individual Rights. No person shall have any claim or right to be granted an Award under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any Director the right to be re-nominated or to continue to serve the Corporation, any subsidiary or related entity, in such capacity.
| b. | Unfunded Plan. The Plan shall be unfunded and shall not create (or be construed to create) a trust or a separate fund or funds. The Plan shall not establish any fiduciary relationship between the Corporation and any Director or beneficiary of a Director. To the extent any person holds any obligation of the Corporation by virtue of an Award granted under the Plan, such obligation shall merely constitute a general unsecured liability of the Corporation and accordingly shall not confer upon such person any right, title or interest in any assets of the Corporation.
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c. | No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled.
| d. | Governing Law. The validity, construction and effect of the Plan and any Award, agreement or other instrument issued under it shall be determined in accordance with the laws of the State of New York without reference to principles of conflict of law.
| e. | Section 409A. The Corporation intends that all Awards be structured to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder (“Section 409A”), such that no adverse tax consequences, interest, or penalties under Section 409A apply. Notwithstanding anything in the Plan or any agreement evidencing the grant of an Award to the contrary, the Committee may, without a participant’s consent, amend this Plan or Awards, adopt policies and procedures, or take any other actions (including amendments, policies, procedures and retroactive actions) as are necessary or appropriate to preserve the intended tax treatment of Awards, including any such actions intended to (A) exempt this Plan or any Award from Section 409A, or (B) comply with Section 409A, including regulations, guidance, compliance programs and other interpretative authority that may be issued after an Award’s grant date. The Corporation makes no representations or warranties as to an Award’s tax treatment under Section 409A or otherwise. The Corporation will have no obligation under this Section 8(e) or otherwise to avoid the taxes, penalties or interest under Section 409A with respect to any Award and will have no liability to any participant or any other person if any Award, compensation or other benefits under the Plan are determined to constitute noncompliant “nonqualified deferred compensation” subject to taxes, penalties or interest under Section 409A.
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Table of Contents   Who We Are
What We Do
For more than 167 years, Corning has applied its unparalleled expertise in glass science, ceramic science, and optical physics, along with its deep manufacturing and engineering capabilities, to develop products that transform industries and enhance people’s lives.
Corning Incorporated
One Riverfront Plaza
Corning, NY 14831-0001
U.S.A.
www.corning.com
02FI40118EN
© 2019 Corning Incorporated. All Rights Reserved.
Table of Contents
CORNING INCORPORATED
ATTN: LINDA E. JOLLY
ONE RIVERFRONT PLAZA, HQ E2-10
CORNING, NY 14831  | SCAN TO
VIEW MATERIALS &VOTE |   |
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 1, 2019April 27, 2022 for shares held directly and by 11:59 p.m. Eastern Time on April 29, 201922, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would likeDuring The Meeting - Go to reducewww.virtualshareholdermeeting.com/GLW2022
You may attend the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronicallymeeting via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and when prompted, indicatevote during the meeting. Have the information that you agree to receive or access proxy materials electronicallyis printed in future years.the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 1, 2019April 27, 2022 for shares held directly and by 11:59 p.m. Eastern Time on April 29, 201922, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | E61201-P16956D68267-P63405-Z81684 | KEEP THIS PORTION FOR YOUR RECORDS | | DETACH AND RETURN THIS PORTION ONLY | | THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
| CORNING INCORPORATED | | | | | | | | | The Board of Directors recommends you vote FOR the following proposals: | | | | | | | | 1. | Election of Directors | | | | | | | | | Nominees: | | For | | Against | | Abstain | | | | | | | | | | | | 1a. | | Donald W. Blair | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1b. | | Leslie A. Brun | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1c. | | Stephanie A. Burns | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1d. | | John A. Canning, Jr.Richard T. Clark | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1e. | | Richard T. ClarkPamela J. Craig | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1f. | | Robert F. Cummings, Jr. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1g. | | Roger W. Ferguson, Jr. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1h. | | Deborah A. Henretta | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1h.1i. | | Daniel P. Huttenlocher | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1i.1j. | | Kurt M. Landgraf | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1j.1k. | | Kevin J. Martin | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1k.1l. | | Deborah D. Rieman | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | 1l. | | Hansel E. Tookes II | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | | | | For | | Against | | Abstain | | | | | | | | | | | | | | | | | | 1m. | | Hansel E. Tookes, II | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | 1n. | | Wendell P. Weeks | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | 1n.1o. | | Mark S. Wrighton | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | 2. | | Advisory approval of the Company’sour executive compensation (Say on Pay). | | ☐ | | ☐ | | ☐ | | | | | | | | | | | 3. | | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.2022. | | ☐ | | ☐ | | ☐ | | | | | | | | | | | 4. | | Approval of the 2019 Equity Plan for Non-Employee Directors. | | | | ☐ | | ☐ | | ☐ | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Yes | | No | | | | | | | | | | | | Please indicate if you plan to attend this meeting. | | | | ☐ | | ☐ | | | | | | | | | | | | |
| | | | | | | | | NOTE: Please sign EXACTLY as your name(s) appear(s) on this proxy. All joint holders must sign. When signing as attorney, trustee, executor, administrator, guardian or corporate officer, please provide your FULL title. | |
| | | | | | | | | | | | Signature [PLEASE SIGN WITHIN BOX] | | Date | | Signature (Joint Owners) | | Date | |
Table of Contents
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
| ▼PLEASE FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.▼ | E61202-P16956D68268-P63405-Z81684 |
| Proxy — Corning Incorporated |
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 20192022 MEETING OF SHAREHOLDERS MAY 2, 2019APRIL 28, 2022
The undersigned hereby appoints Lawrence D. McRae and Wendell P. Weeks and each of them, proxies with full power of substitution, to vote as designated on the reverse side, on behalf of the undersigned all shares of stock which the undersigned may be entitled to vote at the Meeting of Shareholders of Corning Incorporated on May 2, 2019,April 28, 2022, and any adjournments thereof, with all powers that the undersigned would possess if personally present. In their discretion, the proxies are hereby authorized to vote upon such other business as may properly come before the meeting and any adjournments or postponements thereof. If you are a current or former employee of Corning Incorporated and own shares of Corning common stock through a Corning Incorporated benefit plan, share ownership as of March 4, 2019February 28, 2022 is shown on this proxy card. Your vote will provide voting instructions to the trustees of the plans. If no instructions are given, the trustees will vote shares as described in the proxy statement. THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE. IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR ALL LISTED NOMINEES AND IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS ON THE OTHER MATTERS REFERRED TO ON THE REVERSE SIDE HEREOF.
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Sustainable Procurement – ensure the suppliers we select share our values and adhere to the environmental standards contained in our Supplier Code of Conduct; Integration of sustainability into core supply chain sourcing/audit processes
Achieved 59% towards our objective to have 100% of our high risk and contract manufacturing suppliers certified socially responsible by 2025
Monitors ERM program, including ongoing risks related to COVID and the integration of ESG risks and opportunities
FOR
