John Zhang
CORNING INC /NYAbout John Zhang
John Z. Zhang is Senior Vice President and General Manager, Corning Glass Innovations & Corning Asia. He joined Corning in 2008 and has held progressive roles across Strategy, M&A, Display, and Asia leadership; he was appointed to his current role in 2024 and is age 52 . As an NEO in 2024, he had 17 years at Corning and one year in the current expanded remit covering Display, Mobile Consumer Electronics (MCE), and Asia operations . Corning’s 2024 performance (first year of its Springboard plan) delivered core net sales +6.5% to $14.5B, core EPS +15.3%, core operating margin 17.5%, adjusted free cash flow $1.25B, and 1-year TSR of 60.6%—metrics that drove maximum incentive outcomes and inform pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Corning Incorporated | Senior VP & GM, Corning Glass Innovations & Corning Asia | 2024–present | Leads Glass Innovations and Asia; expanded remit from Display/MCE to broader glass platforms and regional execution . |
| Corning Incorporated | Senior VP & GM, Display & Corning Asia | 2023–2024 | Combined Display leadership with Asia regional leadership to drive growth and execution . |
| Corning Incorporated | Senior VP & GM, Corning Display | 2020–2023 | Led global Display Technologies franchise . |
| Corning Incorporated | Deputy GM, Corning Display Technologies | 2014–2020 | Operational and commercial leadership in Display . |
| Corning International | Led Strategy & Corporate Development | 2010–2014 | Corporate development/strategy for international operations . |
| Corning Incorporated | Strategy, M&A, Business Development | 2008–2010 | Corporate development roles post-joining Corning . |
External Roles
No public company directorships or external roles are disclosed for Zhang in the company’s executive officer biography and the 2025 proxy .
Fixed Compensation
| Year | Base salary ($) | PIP target (% base) | PIP payout (% of target) | PIP cash award ($) | GoalSharing payout (% base) | GoalSharing cash ($) |
|---|---|---|---|---|---|---|
| 2024 | 625,000 | 80% | 191% | 955,000 | 8.26% | 51,625 |
- GoalSharing target opportunity is generally 5% of base salary for NEOs (context for actual payout above) .
Performance Compensation
Short-Term Incentives (2024 design and outcomes)
| Plan | Metric | Weight | Target | Actual result | Payout note | Vesting/timing |
|---|---|---|---|---|---|---|
| PIP (cash) | Corporate financial (Core EPS 75%; Core net sales 25%) | 50% | 100% | 200% corporate result | Contributes to Zhang’s 191% overall PIP payout | Paid Feb 2025 (annual cash) |
| PIP (cash) | Business financial (Core net sales 25%; Core GM% 20%; Core NPAT 30%; Adj. FCF 25%) | 50% | 100% | 181% blended result for Zhang’s divisions | See overall PIP payout above | Paid Feb 2025 |
| GoalSharing (cash) | Corporate financial | 25% | 100% | 200% | Part of 8.26% of base for Zhang | Paid Feb 2025 |
| GoalSharing (cash) | Average of local unit plans for Zhang’s scope | 75% | 100% | 153.5% for Zhang | Part of 8.26% of base for Zhang | Paid Feb 2025 |
Long-Term Incentives (2024 structure and metrics)
| Vehicle | % of LTI target | Type | Performance metrics and weighting | 3-yr modifier | Notes |
|---|---|---|---|---|---|
| Cash Performance Units (CPUs) | 25% | Cash, performance-based | Adjusted Free Cash Flow 70%; Core net sales 30% (averaged annually over 3 years) | ±10% ROIC improvement multiplier over 3 years | 2024 annual performance result was 200% before ROIC modifier . |
| Performance Stock Units (PSUs) | 45% | Equity, performance-based | Same as CPUs (70% FCF; 30% net sales, 3-year averaging) | ±10% ROIC modifier | Equity vests at end of 3-year cycle; 2022–2024 ROIC modifier was -2.5% . |
| Restricted Stock Units (RSUs) | 30% | Equity, time-based | N/A (price exposure only) | N/A | Cliff vests ~3 years from grant . |
Zhang-specific 2024 LTI grants and targets
| Award | Grant date | Target/Granted | Grant-date price ($/sh) | Grant-date fair value ($) | Vesting |
|---|---|---|---|---|---|
| CPUs (target) | 2/7/2024 | $612,500 target; 200% 2024 annual result drives prorated earn of $367,500 for year 1 (10% held for ROIC modifier) | — | — | Cash payout in Feb 2027 (2024–2026 cycle) |
| PSUs (2024 tranche) | 4/1/2024 | 11,249 target (1/3 of total) | 32.67 | 367,505 | Cliff vests 4/15/2027 (subject to 3-yr goals + ROIC modifier) |
| PSUs (2023 tranche portion) | 3/8/2024 | 9,442 target (for 2024 performance year) | 32.71 | 308,848 | Vests 4/15/2026 |
| PSUs (2022 tranche portion) | 3/8/2024 | 7,220 target (for 2024 performance year) | 32.71 | 236,166 | Vests 4/15/2025 |
| RSUs (time-based) | 4/1/2024 | 22,498 granted | 32.67 | 735,010 | Cliff vests 4/15/2027 |
- 2024 LTI target value for Zhang: $2,450,000; CPU target component $612,500 with 2024 annual performance at 200% (prorated earned $367,500 for year 1 of 3) .
Equity Ownership & Alignment
Beneficial ownership (as of Dec 31, 2024)
| Item | Shares/Units | Notes |
|---|---|---|
| Direct/indirect shares owned | 0 | — |
| Stock options exercisable within 60 days | 12,529 | From 4/1/2019 grant (see below) . |
| RSUs/PSUs vesting within 60 days | 2,475 | — |
| Total beneficially owned (A) | 15,004 | <0.5% of class . |
| RSUs/PSUs not vesting within 60 days (B) | 124,315 | Unvested equity not counted in beneficial ownership. |
| Total A + B | 139,319 | — |
Outstanding awards and vesting schedules (detail)
-
Stock options
- 12,529 options, grant 4/1/2019 (Vesting Code A = 100% vest at 3 years), exercise price $33.92, expire 4/1/2029 .
-
Unvested RSUs (time-based)
- 14,439 RSUs granted 4/1/2022; vest 4/15/2025 .
- 18,884 RSUs granted 4/3/2023; vest 4/15/2026 .
- 7,427 RSUs granted 2/8/2023; vest one-third each on 2/8/2025, 8/8/2025, 2/8/2026 .
- 22,498 RSUs granted 4/1/2024; vest 4/15/2027 .
-
Earned PSUs (subject to time-based vesting)
- 21,539 PSUs from 4/1/2022 grant; vest 4/15/2025 .
- 21,755 PSUs from 4/3/2023 grant; vest 4/15/2026 .
-
2024 year-end snapshot: 106,542 shares/units that have not vested (market value $5,062,876 at $47.52) and 45,077 unearned PSUs (market/payout value $2,142,059) .
-
2024 activity: 5,175 options exercised ($148,575 value realized) and 32,787 shares vested ($1,052,112 value realized) .
Ownership policies and alignment
- Stock ownership guideline: Other NEOs must hold stock equal to 3x base salary; must be achieved within 5 years of appointment; all directors/NEOs with 5+ years in role currently comply .
- Anti-hedging and anti-pledging: Prohibits hedging, derivatives, short sales, and pledging/margin accounts for directors, officers, and employees .
- Section 16 compliance: All required insider filings were timely for 2024, except one Form 4 for another officer (not Zhang) due to an administrative error .
Employment Terms
Severance (without cause)
| Component | John Z. Zhang |
|---|---|
| Cash severance | $2,187,500 lump sum (3.5x base salary, applicable since base ≥ $599k) . |
| Benefits continuation | $20,638 (lump sum equal to monthly COBRA premium × 24) . |
| Outplacement | $50,000 cap . |
| Home purchase program (Corning, NY) | Eligible; estimated $50,000–$250,000 . |
| Bonus/Accrued | Pro-rated target bonus and accrued amounts paid lump sum . |
- Severance framework: For NEOs with base salary ≥ $599k, severance equals 3.5x base salary only; different multiples apply to other roles; CEO has 2.99x salary+bonus; COO 4x base .
Change-in-control (CIC) economics (assumes CIC on Dec 31, 2024)
| Component | Amount ($) |
|---|---|
| Cash severance | 2,187,500 |
| Interrupted performance cycles (cash) | 0 (cash “Interrupted Perf. Cycles”) |
| ESPP (non-qualified pension acceleration) | 3,545,198 |
| Misc. benefits | 70,638 |
| Excise tax gross-up | 0 (no gross-up for Zhang; only CEO eligible under limited conditions) |
| Interrupted CPUs (cash) | 1,085,792 |
| Share-based awards (equity) | 5,129,822 |
| Total CIC Benefits | 12,018,950 |
- CIC terms: If a CIC occurs, restrictions on all restricted stock/RSUs lapse and options vest immediately; CPUs/PSUs adjust to actual for completed periods and 100% for incomplete periods and are vested/released immediately; pension benefits under ESPP become fully vested; severance cash requires termination during a potential CIC period or within 2 years after CIC (double-trigger for severance; single-trigger for equity acceleration) .
Clawback and other policies
- Clawback: NYSE-standard policy permits recovery of incentive-based compensation erroneously received in the 3 fiscal years preceding a required restatement; committee retains discretion for broader recoupment .
Retirement and deferred compensation (as of Dec 31, 2024)
| Plan | Years credited | Present value/Balance ($) | 2024 Company contributions ($) | 2024 Executive contributions ($) | 2024 earnings ($) |
|---|---|---|---|---|---|
| Qualified Pension Plan | 17 | 251,606 | — | — | — |
| ESPP (non-qualified pension) | 17 | 2,513,721 | — | — | — |
| Supplemental Investment Plan (Deferred Comp) | — | 3,721,864 | 19,504 | 29,255 | 151,439 |
Compensation Structure Analysis
- Mix and risk: 70% of LTI is performance-based (CPUs/PSUs), 30% time-based RSUs; no stock options granted since 2020 and none expected in 2025—reducing leverage/risk of repricing while maintaining equity alignment .
- 2024 outcomes: Corporate targets paid at 200% and Zhang’s divisional business score at 181%, driving a 191% PIP payout and 8.26% GoalSharing (vs. 5% target) .
- Long-term rigor: 2022–2024 ROIC modifier was -2.5% (on a ±10% scale), tempering otherwise strong annual results; 2024 annual LTI metric performance was 200% before the 3-year averaging and ROIC modifier .
- Duplication of sales metric: Core net sales appears in both STI and LTI by design, but scope is limited to ~320 executives (out of ~56,300 employees), which the committee deems appropriate for growth leadership roles .
Related Policies, Perquisites, and Other Items
- Perquisites (2024): Company 401(k) match $6,100; Supplemental Plan match $19,504; home security/financial counseling $4,680; expatriate assignment benefits totaling $1,670,152 (housing $302,293; cost-of-living $261,918; home leave/support $88,334; local-country tax payments, prep, and tax equalization $1,014,830) .
- Say-on-Pay support: 88% approval in 2024; ~90% average in recent years .
Investment Implications
- Alignment and performance sensitivity: Zhang’s pay is tightly tied to Core EPS, net sales, and adjusted FCF, with substantial 2024 outperformance on these measures and a 1-year TSR of 60.6%. This indicates strong near-term alignment but introduces cyclicality risk if these metrics normalize below “max” levels in 2025–2026 .
- Near-term equity supply/vesting: Significant vesting events in April 2025–2027 (e.g., 2022 RSUs 14,439 and earned PSUs 21,539 vesting 4/15/2025; 2023 RSUs 18,884 and earned PSUs 21,755 vesting 4/15/2026; 2024 RSUs 22,498 and 2024 PSU tranche vesting 4/15/2027) could create periodic selling for tax/portfolio reasons, modestly elevating insider supply in those windows .
- Ownership structure: As of year-end 2024, Zhang beneficially owned 15,004 shares (0 direct, primarily options and imminent RSU/PSU vesting), with 124,315 additional unvested RSUs/PSUs—indicating high reliance on unvested equity for alignment. Anti-pledging and anti-hedging policies are robust, reducing leverage/hedging risk .
- Change-in-control risk/optics: Equity accelerates on a single trigger at CIC while cash severance is double-trigger (3.5x base for Zhang). Total CIC value estimated at ~$12.0M, which is manageable but a governance watch item given single-trigger equity acceleration .
- Cash/perk optics: Expatriate/tax equalization benefits were material in 2024 ($1.67M), reflecting assignment in Shanghai; while standard for global mobility, investors may monitor sustainability/optics relative to ongoing pay outcomes .
Appendix: Key 2024 Zhang-Specific Compensation and Grants
| Item | Value |
|---|---|
| Base salary (year-end) | $625,000 |
| PIP target (% base) | 80% |
| PIP payout (% target) | 191% |
| PIP cash award | $955,000 |
| GoalSharing payout (% base) | 8.26% |
| GoalSharing cash | $51,625 |
| 2024 LTI target | $2,450,000 |
| CPU target | $612,500; 2024 annual earned $367,500 (before 3-yr modifier) |
| 2024 PSUs (1/3 of total) | 11,249 target; $367,505 GDFV; vests 4/15/2027 |
| 2024 RSUs | 22,498; $735,010 GDFV; vests 4/15/2027 |
| Options outstanding | 12,529 @ $33.92; expire 4/1/2029 |
| 2024 options exercised | 5,175 (value $148,575) |
| 2024 shares vested | 32,787 (value $1,052,112) |
All citations reference Corning’s 2025 Proxy Statement (DEF 14A) and 2024 Form 10-K as indicated.