Daniel Huttenlocher
Director at GLW
Board
About Daniel P. Huttenlocher
Daniel P. Huttenlocher, age 66, has served on Corning’s Board since 2015 and is the inaugural Dean of the MIT Stephen A. Schwarzman College of Computing, with a Ph.D. in computer science and an M.S. in electrical engineering from MIT . He brings deep expertise in AI, computer science, technology innovation, commercialization, and cybersecurity, supported by two dozen U.S. patents and leadership roles in academia and industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT Schwarzman College of Computing | Dean | Not disclosed | Leads AI and computing research/education; AI governance expertise relevant to Corning’s IT oversight |
| Cornell Tech | Dean & Vice Provost | 2012–2019 | Built tech/innovation programs; bridges academia-industry |
| Cornell University | Various positions | 1988–2012 | Computer science researcher/educator; technology commercialization |
| Xerox PARC | Researcher | Not disclosed | Advanced computing research; innovation pedigree |
| Intelligent Markets, Inc. | Chief Technology Officer | Not disclosed | Financial technology; enterprise software leadership |
| John D. & Catherine T. MacArthur Foundation | Chair of the Board | Not disclosed | Governance of major nonprofit; impact investing oversight |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Amazon.com, Inc. | Director | Not disclosed | Current public company board; within Corning’s overboarding limits |
| MIT | Dean | Not disclosed | Current academic leadership role |
| MacArthur Foundation | Chair | Not disclosed | Nonprofit governance |
Board Governance
- Committee assignments: Finance Committee member and Information Technology Committee member; not a chair .
- Board independence: All nominees independent except the CEO; 89% of the Board independent; Huttenlocher is independent per NYSE/SEC standards .
- Meetings and attendance: Board met 7 times in 2024; average attendance 98%, with each incumbent director at least 85%; executive sessions of independent directors occur at every Board meeting under the Lead Independent Director .
- Committee activity: Finance met 4 times (capital allocation, M&A, liquidity, FX/market risk); Information Technology met 5 times (IT strategy, ERP, data protection, cybersecurity each meeting, AI oversight across enterprise) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Approved annually; pro-rated for mid-year appointments |
| Committee Member Fees | $10,000 per “other” committee; Huttenlocher serves on Finance and IT → $20,000 total | Audit members $18,000; Comp members $15,000; other committees $10,000 |
| Fees Earned in Cash (Individual) | $130,000 | Matches $110k retainer + $20k committee memberships |
| Annual Equity Grant (RSUs) | $225,000 (7,078 RSUs) | Granted under 2019 Equity Plan for Non-Employee Directors |
| Stock Awards (Grant-date Fair Value, Individual) | $225,010 | FASB ASC 718 valuation |
| Total 2024 Director Compensation (Individual) | $355,010 | Sum of cash and equity |
| Deferral Features | RSUs settle at retirement/resignation unless director elects 1, 5, or 10-year deferral; cash can be deferred into interest (Citibank prime, compounded quarterly) or RSU accounts |
2025 changes: Annual director equity grant increased to $235,000; some chair retainers raised (Comp chair to $25,000; Finance/IT/Governance chairs to $20,000) .
Performance Compensation
| Component | Performance Metrics | Weighting | Vesting/Settlement |
|---|---|---|---|
| Director RSUs | None (time-based; value tied to stock price) | N/A | Settle at retirement/resignation or elected deferral 1/5/10 years |
- No options granted to any director in 2024; no director had outstanding options as of 12/31/2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Potential Interlock Considerations |
|---|---|---|---|
| Amazon.com, Inc. | Director | Not disclosed | Board reviewed director affiliations and ordinary-course relationships; determined no material relationship/conflict, and none barred independence |
| MacArthur Foundation | Chair | Not applicable | Related-party policy requires pre-approval for any >$120k transaction; none required disclosure in 2024 |
| Overboarding Policy | — | — | Non-employee directors capped at 3 other public boards absent committee approval; Huttenlocher currently at 1 (Amazon), within policy |
Expertise & Qualifications
- Strategic skills: Public company governance, enterprise/emerging risk oversight, expertise in Corning’s industries/end-markets, technology/R&D/innovation, commercial strategy, enterprise/digital transformation .
- AI oversight: IT Committee monitors AI risks/opportunities; Board adopted AI/ML policy in 2023; Huttenlocher’s AI credentials strengthen oversight .
Equity Ownership
| Item | Amount/Status |
|---|---|
| RSAs/RSUs/RSU Deferrals Outstanding (12/31/2024) | 62,870 |
| Stock Options Outstanding | None |
| Director Stock Ownership Guideline | 5x annual cash retainer (i.e., 5×$110,000) |
| Hedging/Pledging | Prohibited for directors/employees |
| Charitable Matching | Matching Gifts Program available; Huttenlocher had $0 “All Other Compensation” in 2024 |
Governance Assessment
- Independence and conflicts: Board affirmatively determined Huttenlocher is independent; reviewed his external affiliations and any ordinary-course relationships and found no material relationships or conflicts; no related-party transactions requiring disclosure in 2024—supportive of investor confidence .
- Board effectiveness: High attendance (98% average), structured executive sessions at every Board meeting, and active committee oversight of finance, cybersecurity, and AI align with best practices; Lead Independent Director presides over executive sessions and shareholder engagement .
- Compensation alignment: Director pay is primarily equity-based via RSUs deferred until retirement, enhancing long-term alignment; FW Cook advises annually to keep levels competitive; no options or performance awards that might distort incentives .
- Shareholder signals: 2024 Say-on-Pay support of 88% and robust ownership/clawback/anti-hedging policies indicate constructive governance posture .
RED FLAGS: None disclosed specific to Huttenlocher—no related-party transactions, no hedging/pledging allowed, no options repricing, and independence affirmed despite external affiliations .