Edward Schlesinger
Executive Vice President and Chief Financial Officer at GLW
Executive
About Edward Schlesinger
Executive Vice President and Chief Financial Officer of Corning (GLW). Appointed CFO effective February 18, 2022; previously led Corporate Accounting, Compliance, FP&A, Shared Services and External Reporting since 2015; joined Corning in 2013 as CFO of the Optical Communications segment; age 54 at appointment; BS Finance (Montclair State), MBA (St. John’s); CPA; board member at Hemlock Semiconductor Group . Company performance under his finance leadership: 2024 Springboard milestones included Q4 core net sales +18% to $3.9B vs Q4’23 starting point, core operating margin 18.5% (+220 bps), core EPS $0.57 (+46%), core ROIC 12.7% (+390 bps), and adjusted free cash flow $1.25B (+42% YoY) . Corning’s TSR outperformed the S&P 500, S&P Equal Weight, and its compensation peer group over 1- and 3-year periods as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corning Optical Communications | CFO, segment | 2013–2015 | Supported growth in carrier/enterprise networking; established finance rigor within Optical segment |
| Corning Corporate | Corporate Accounting, Compliance, FP&A, Shared Services, External Reporting lead; Senior VP (2019); SLT member (2020) | 2015–2021 | Strengthened corporate controls, reporting quality, planning and shared services scale |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hemlock Semiconductor Group | Board of Directors | Ongoing | Governance oversight of solar/semiconductor materials JV |
| Corning Museum of Glass (CMOG) | Board of Trustees | 2023–2024+ | Supports community engagement and innovation ecosystem; Corning contributed ~$39M in 2023 and ~$40.8M in 2024 to CMOG initiatives |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 641,085 | 650,000 | 668,000 |
| PIP Target (% of base) | 80% (raised in 2023) | 90% | Not disclosed (committee sets annually) |
| GoalSharing Target (% of base) | 5% company-wide | 5% company-wide | 5% company-wide; 2024 payout scaled higher based on performance |
Performance Compensation
| Component | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus – GoalSharing (2023) | Corporate (Core EPS, Core Net Sales, Adj FCF) & unit average | 25% corporate / 75% unit | 100% | 109.6% of target | 5.48% of base salary | Cash, paid Feb following year |
| Annual Bonus – PIP (2024) | Corporate and business financial performance | 50% corporate / 50% business | 100% | 175% of target | 175% of target | Cash, paid Feb following year |
| Long-Term Incentives (structure) | CPUs, PSUs, RSUs | 25% CPUs; 45% PSUs; 30% RSUs | PSU/CPU targets set annually | ROIC modifier +/-10% across 3-yr period | PSU 2023 earned 51% of target (75% Core EPS; 25% Core Net Sales) ; 2022–2024 LTI final payout 99.45% after -2.5% ROIC modifier | RSUs vest after 3 years; PSUs/CPUs over 3 years with ROIC modifier |
| Non-Equity Incentive – Total (FY 2024) | GoalSharing + CPUs earned portion | N/A | N/A | $2,186,503 | $2,186,503 | Cash |
| Summary Compensation (Edward A. Schlesinger) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Stock Awards ($) | 1,232,451 | 2,056,577 (incl. 2023 cash-for-equity exchange elements) | 1,724,762 |
| Non-Equity Incentive ($) | 530,850 | 281,601 | 2,186,503 |
| Change in Pension Value & NQDC Earnings ($) | 0 | 509,115 | 518,513 |
| All Other Compensation ($) | 62,099 | 68,921 | 65,814 |
| Total ($) | 2,466,485 | 3,566,214 | 5,163,592 |
Equity Ownership & Alignment
| Ownership Detail | As of 12/31/2022 | As of 12/31/2023 | As of 12/31/2024 |
|---|---|---|---|
| Shares directly/indirectly owned (#) | 51,366 | 66,081 | 66,081 (proxy reported as of 12/31/2024) |
| Stock options exercisable within 60 days (#) | 37,981 | 39,717 | 39,717 |
| RSUs vesting within 60 days (#) | 888 | 2,934 | 2,934 |
| Total beneficially owned (A) (#) | 90,235 | 108,732 | 108,732 |
| RSUs & PSUs not vesting within 60 days (B) (#) | 53,841 | 67,981 | 67,981 |
| Total A+B (#) | 144,076 | 176,713 | 176,713 |
- Stock ownership guidelines: CEO 6x base salary; other NEOs and Senior Leadership Team 3x base salary; directors 5x annual cash retainer . Anti-hedging and anti-pledging policies apply to directors and employees; none of the directors or executive officers had pledged any shares as of 12/31/2023 .
- Vested vs unvested: RSUs vest 100% after 3 years; PSUs/CPUs measured over 3 years with ROIC modifier; options in legacy grants show exercisable and unexercisable balances (historical detail in 2022 table) .
- Deferred compensation: Supplemental Investment Plan balance for Schlesinger was $505,574 as of 12/31/2023; 2023 executive contributions $54,043; company match $24,019; aggregate earnings $81,422 (no above-market returns) .
Employment Terms
- Severance agreements: New-form agreements (post-2004) cap benefits at 2.99x base salary plus target bonus; NEOs other than COO with base salary ≥$599,000 receive severance of 3.5x base salary only (lesser of 3.5x base or 2.99x base+target bonus where applicable in earlier disclosures) . Continued medical/dental/hospitalization for 24 months; outplacement up to $50,000; optional purchase of principal residence in calendar year following termination (subject to six-month wait) .
- Change-of-control (CIC) economics: Double-trigger benefits; upon CIC, restrictions on RSUs lapse, options become exercisable; CPUs/PSUs adjust (completed periods actual, incomplete assumed 100%) and vest; severance payable upon qualifying termination within the CIC window (two years for NEOs other than CEO) .
| Change-of-Control Scenario (Assuming CIC on stated date) | 12/31/2022 | 12/31/2023 |
|---|---|---|
| Cash Severance ($) | 1,169,547 | 859,319 |
| Interrupted CPU Performance Cycles ($) | 658,000 | 843,000 |
| Share-based Awards ($) | 2,457,572 | 3,230,836 |
| ESPP ($) | 1,612,541 | 1,954,509 |
| Misc. Benefits ($) | 110,750 | 112,035 |
| Total Benefits ($) | 6,008,410 | 6,999,699 |
- Clawback: Policy in accordance with NYSE listing standards for executive incentive compensation upon certain financial restatements .
- Tax gross-ups: No excise tax gross-ups for post-2004 agreements; CEO Wendell Weeks maintains a grandfathered agreement with potential excise tax gross-up per limits; Schlesinger’s agreement does not include excise tax gross-ups .
- Non-compete/non-solicit: Not disclosed in proxies; standard severance protections and housing purchase provisions noted .
Performance & Track Record
- Company-level highlights during CFO tenure (2024): display pricing actions to stabilize USD net income; Optical Communications Enterprise sales to a record $2B (+49% YoY); multi-year supply agreements (e.g., AT&T >$1B) supporting fiber expansion; Lumen agreement reserving 10% of global fiber capacity for 2025–2026 . TSR outperformance (1-,3-year) vs S&P 500, Equal Weight, and compensation peer group .
- Risk oversight: CFO chairs the Risk Council aggregating and prioritizing strategic, financial, operational, compliance risks; reports regularly to the Audit Committee and Board within ERM program .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: 2023 support 91% (3-year average 91%) ; 2024 support 88% (3-year average 90%) .
- 2025 Annual Meeting vote counts (advisory say-on-pay): For 555,670,173; Against 92,059,339; Abstain 2,604,492; broker non-votes 92,923,710 .
- Outreach: Engagement with holders representing ~52% of outstanding shares in 2023–2024 and ~52% in 2024–2025 seasons to discuss compensation design and governance .
Compensation Peer Group (Methodology)
- Corning uses multiple executive compensation surveys (WTW General Industry, Equilar TrueView, Aon Hewitt TCM) and selects globally diversified innovation companies of similar size and complexity due to limited direct U.S. public peers in Corning’s specific markets .
Investment Implications
- Pay-for-performance alignment: A high mix of variable comp tied to Core EPS, Core Net Sales, Adjusted FCF, and a 3-year ROIC modifier indicates strong linkage to shareholder value creation; 2022–2024 LTI payout at ~99% reflects balanced performance across cycles .
- Retention risk: Significant unvested RSUs/PSUs and robust severance/CIC protections reduce near-term flight risk; anti-hedging/pledging policies and ownership guidelines (3x salary) promote alignment; beneficial ownership increased from 144,076 (A+B) at 12/31/2022 to 176,713 at 12/31/2023 .
- Trading signals: Annual cash payouts cluster in Q1/February via GoalSharing/PIP; RSUs vest on 3-year cycles. No pledging; Form 4 activity not summarized in proxies—monitor settlement-related sales around vest dates given tax withholding mechanics .
- Governance support: Strong say-on-pay approval and active investor engagement signal stakeholder acceptance of the compensation framework; Schlesinger’s central role in risk governance (Risk Council chair) suggests disciplined capital allocation and risk management oversight .
No related-party transactions for Schlesinger reported at appointment; compliance and ethics frameworks emphasize integrity; Section 16 filings reported as timely for 2023 (no Schlesinger exceptions) .