Hal Nelson
CORNING INC /NYAbout Hal Nelson
A. Hal Nelson III is Senior Vice President and General Manager, Automotive, Life Sciences and Solar (1 year in current role; 33 years at Corning). In 2024 his divisions’ PIP business score was 117% and his unit GoalSharing average was 125.6%, reflecting solid execution versus Corning’s pay-for-performance metrics . Company-level performance under Springboard included 2024 core net sales of $14.5B, core EPS $1.96, core operating margin 17.5%, adjusted free cash flow $1.25B, and a 1-year TSR of 60.6% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corning Incorporated | SVP & GM, Automotive | 4 | Led divisions with 2024 PIP business score of 117% (weighted components: net sales, gross margin %, NPAT, adjusted FCF) |
| Corning Incorporated | SVP & GM, Automotive, Life Sciences and Solar | 1 | Managed three platforms; 2024 local unit GoalSharing result averaged 125.6% for his responsibilities |
External Roles
Not disclosed in the proxy .
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Year-end base salary | $625,000 | Used for incentive computations |
| Salary paid in 2024 | $609,615 | Summary Compensation Table |
| Perquisites and other (total) | $32,914 | Includes 401(k) match $6,100; Supplemental Investment Plan match $19,502; personal aircraft $3,552; home security/financial counseling $849; other $2,911 |
| Deferred compensation balance | $619,505 | Executive contributions $47,451; company $19,502; 2024 earnings $59,706 |
Performance Compensation
| Incentive | Metric | Weighting | Target Basis | Actual 2024 Result | Payout / Vesting |
|---|---|---|---|---|---|
| PIP (cash) | Corporate: Core EPS (75%), Core Net Sales (25%) | 50% corporate | Annual plan targets | Corporate components at 200% each (blended corporate 200%) | Hal payout 159% of target; paid Mar-2025 |
| PIP (cash) | Business: Divisional performance (Net Sales 25%, Gross Margin % 20%, NPAT 30%, Adj. FCF 25%) | 50% business | vs prior-year benchmarks (e.g., Net Sales target +1%) | Hal’s business score 117% | Included in 159% payout |
| GoalSharing (cash) | Corporate financial (same as PIP corporate) | 25% | Annual plan targets | Corporate 200% | Hal payout 7.21% of base salary; paid Feb-2025 |
| GoalSharing (cash) | Average of local unit plans under Hal | 75% | Local unit objectives | Hal local unit average 125.6% | Included in 7.21% payout |
| CPUs (cash) | Core Net Sales (30%), Adjusted Free Cash Flow (70%); ROIC ±10% modifier | LTI | Averaged over 2024–2026 | 2024 annual result 200%; 2022–2024 avg 102% with ROIC -2.5% → final 99.45% | Prorated earned amounts: 2024 $367,500; 2023 $330,000; 2022 $262,500 + ROIC adj $34,781 (paid per schedule) |
| PSUs (equity) | Core Net Sales (30%), Adjusted Free Cash Flow (70%); ROIC ±10% modifier | LTI | Averaged over 2024–2026 | 2024 annual result 200%; 2022–2024 99.45% final | Earned PSUs from 2022 grant vest 2025-04-15 |
| RSUs (equity) | Time-based | 30% of LTI | N/A | N/A | 3-year vesting; 2022 grant vests 2025-04-15; 2023 grant vests 2026-04-15; 2024 grant vests 2027-04-15 |
Equity Ownership & Alignment
| Item | Amount | Detail |
|---|---|---|
| Total beneficial ownership (A) | 112,660 | Shares directly/indirectly owned plus near-term rights |
| Options exercisable within 60 days | 41,857 | Mix of 2017/2018/2019/2020 grants; strikes $27.00, $27.03, $33.92, $19.65 |
| RSUs/PSUs vesting within 60 days | 5,374 | Near-term vesting |
| RSUs/PSUs not vesting within 60 days (B) | 119,264 | Longer-dated awards |
| Total A + B | 231,924 | Beneficial + future awards |
| Unvested RSUs (market value basis) | 104,390 units; $4,960,613 | At $47.52 per share (12/31/2024) |
| Unearned PSUs (market value basis) | 45,077 units; $2,142,059 | At $47.52 per share |
| Stock ownership guidelines | 3x base salary for NEOs | Company policy |
| Hedging/pledging policy | Prohibited for directors and employees | Company-wide policy |
Upcoming vesting dates (supply calendar)
| Award Type | Units | Vest Date |
|---|---|---|
| RSUs (2022 grant) | 13,777 | 2025-04-15 |
| RSUs (special 2/8/2023 grant) | 2,476 | 2025-02-08 (1/3) |
| RSUs (special 2/8/2023 grant) | 2,476 | 2025-08-08 (1/3) |
| PSUs (2022 earned) | 21,264 | 2025-04-15 |
| RSUs (2023 grant) | 17,838 | 2026-04-15 |
| RSUs (special 2/8/2023 grant) | 2,476 | 2026-02-08 (final 1/3) |
| RSUs (2024 grant) | 22,498 | 2027-04-15 |
Employment Terms
| Provision | Nelson Terms |
|---|---|
| Severance (without cause) | Cash severance $2,187,500; benefits continuation ~$43,108 (lump COBRA equivalent); outplacement up to $50,000; optional principal residence purchase $50,000–$250,000 |
| Change-in-control (CIC) severance | Cash severance $1,943,576; ESPP $5,878,937; interrupted CPU cycles $1,085,792; share-based awards $5,041,925; misc. benefits $93,108; total $14,043,338 (equity awards vest at CIC; severance requires termination within CIC window—double-trigger for severance) |
| Clawback | NYSE-compliant clawback policy for incentive comp upon certain restatements |
| Tax gross-ups | No excise tax gross-up under post-2004 agreements (applies to NEOs other than CEO) |
| Non-compete / non-solicit | Not disclosed in proxy |
Compensation Structure Details
| Component | 2024 Target | Actual 2024 |
|---|---|---|
| PIP target (% of base) | 80% | 159% of target → $795,000 |
| GoalSharing target (% of base) | 5% | 7.21% of base → $45,063 |
| LTI target (total) | $2,450,000 | Structure: 25% CPUs; 45% PSUs; 30% RSUs |
| CPU earned (2024 portion) | — | $367,500 (2024); $330,000 (2023 portion); $262,500 (2022 portion) + $34,781 ROIC modifier |
Compensation Peer Group and Say-on-Pay
- Peer group used for benchmarking includes diversified technology/industrial companies (e.g., Honeywell, 3M, Emerson, Amphenol, TE Connectivity, Texas Instruments), reflecting Corning’s global, multi-segment footprint .
- Say-on-Pay support averaged ~90% over three years; 2024 support 88% .
Investment Implications
- Alignment: High at-risk pay tied to Core EPS, Core Net Sales, Adjusted FCF, and ROIC fosters execution discipline across Hal’s divisions; 2024 payouts reflect strong corporate and divisional performance (PIP 159%, GoalSharing 7.21% of base) .
- Retention vs selling pressure: Material unvested RSUs/PSUs with staggered vesting through 2027 and option overhang suggest ongoing retention incentives; vest dates (e.g., 2025-02-08/04-15/08-08) can create episodic liquidity events but overall equity mix favors long-term alignment .
- CIC economics: Equity accelerates at CIC and severance requires termination (double-trigger), limiting opportunistic turnover but implying significant value transfer in change-of-control scenarios; no excise gross-up for Nelson reduces shareholder-unfriendly optics vs legacy CEO terms .
- Governance safeguards: Robust anti-hedging/anti-pledging policy and clawback reduce red-flag risk; stock ownership guidelines at 3x salary for NEOs underpin alignment (individual compliance not disclosed) .