Wendell Weeks

About Wendell P. Weeks

Wendell P. Weeks, age 65, is Chairman and CEO of Corning Incorporated and has served as an independent director of Amazon.com, Inc. since February 2016, bringing long-tenured public company leadership, global operations, and innovation experience to Amazon’s Board . He is a member of Amazon’s Audit Committee and has been designated an Audit Committee Financial Expert under SEC rules, supporting oversight of financial reporting, compliance, and risk . The Board has determined Mr. Weeks is independent under Nasdaq rules, having reviewed ordinary-course payments between Amazon and Corning and found them not significant .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee; Weeks designated an Audit Committee Financial Expert by the Board .
• Independence: Board determined Weeks is independent under Nasdaq rules; considered ordinary-course payments from Amazon to Corning and found them not significant; independence maintained .
• Attendance and engagement: In 2024, the Board met 5 times; all incumbent directors attended at least 75% of Board and applicable committee meetings; all directors then serving attended the 2024 Annual Meeting .
• Committee meeting cadence (2024): Audit (6), Leadership Development & Compensation (5), Nominating & Corporate Governance (4), Security (2) .
• Shareholder support: Weeks was re-elected on May 21, 2025 with 7,649,649,122 votes “For,” 118,706,371 “Against,” 13,313,633 “Abstain,” and 1,195,214,784 broker non-votes .
• Lead Independent Director: Jamie S. Gorelick serves as Lead Independent Director, presiding over executive sessions and engaging with major shareholders .

Fixed Compensation

Performance Compensation

• Program design: Director compensation consists solely of time-vested RSUs with three-year vesting, aligning pay with long-term shareholder returns; directors typically receive awards once every three years .
• Annualized comp target: The 2024 awards were designed to provide approximately $355,000 annually based on assumed value of RSUs vesting each year, targeting the 50th percentile among peer companies .
• No options/PSUs: Director program uses RSUs only; awards are not tied to discrete short-term metrics, reinforcing long-term alignment .

Other Directorships & Interlocks

The Board explicitly reviewed Amazon’s ordinary-course payments to Corning (Weeks’s company) and found them not significant, supporting independence .

Expertise & Qualifications

• Public company executive; global operations; finance and capital allocation; risk management; emerging technology & innovation; community/stakeholder relations; public policy/geopolitics .
• Innovation track record and product development focus; workforce leadership across unionized and non-unionized settings; engagement on climate initiatives and social unity programs .

Equity Ownership

• Stock ownership guidelines: Amazon discloses robust director stock ownership guidelines, supporting alignment; details are maintained in the Board’s governance documents .
• Hedging/derivatives: Directors are prohibited from hedging or engaging in speculative derivative transactions involving Amazon securities .
• Pledging: No pledging policy or pledged share disclosures identified for directors in the proxy sections reviewed; beneficial ownership tables do not indicate pledged shares .

Governance Assessment

• Alignment: Equity-only, time-vested RSUs and robust stock ownership guidelines support long-term alignment and “skin-in-the-game,” with awards negatively impacted if the stock declines .
• Financial oversight: Weeks’s Audit Committee membership and Financial Expert designation strengthen Board effectiveness in financial reporting, compliance, and risk oversight .
• Conflicts/related-party exposure: Amazon’s Board examined ordinary-course transactions with Corning and concluded payments were not significant, maintaining Weeks’s independence; monitor ongoing vendor relationships for materiality changes (particularly in devices/components) .
• Interlocks: Dual service of Weeks and Huttenlocher on Corning’s board may create information-flow benefits but warrants monitoring for potential perception of influence or conflicts if Amazon–Corning transactions expand .
• Attendance and engagement: Board and committee attendance thresholds met across 2024; regular meeting cadence and shareholder engagement via Lead Independent Director support governance credibility .
• Shareholder signals: Weeks received strong shareholder support in 2025 director elections; say-on-pay for NEOs passed (6.06B For vs 1.71B Against), indicating broader investor support for compensation practices .

RED FLAGS to watch

• Vendor dealings with Corning: Although currently not significant, increased procurement or strategic partnerships could elevate related-party risk; maintain transparency and recusal where appropriate .
• Interlock concentration: Overlap with Huttenlocher at Corning—ensure continued robust independence assessments and disclosures around any Amazon–Corning engagements .
• Pledging disclosure: Absence of explicit pledging policy references; continue monitoring filings for any pledging activity or policy updates .

Overall governance posture appears investor-aligned: independence affirmed, strong financial oversight via Audit Committee, equity-only director pay with long-term vesting, and explicit anti-hedging and clawback frameworks in corporate governance documents .