Hal Nelson
Executive Vice President and Chief Operating Officer at GLW
Executive
About 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) .