Kevin Martin
Director at GLW
Board
About Kevin J. Martin
Kevin J. Martin (age 58) is an independent director of Corning Incorporated (GLW), serving since 2013. He is Vice President, Public Policy at Meta Platforms, Inc., and previously chaired the U.S. Federal Communications Commission (2005–2009), bringing deep government, regulatory, and telecommunications policy expertise to Corning’s board . The board identifies him as independent, with no material relationship to Corning under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Federal Communications Commission (FCC) | Chairman | 2005–2009 | Led U.S. telecom/media regulation; government and regulatory expertise |
| Squire Patton Boggs | Partner; Co-Chair, Telecommunications Practice | 2009–2015 | Legal and policy leadership in telecom |
| The White House (National Economic Council) | Special Assistant to the President for Economic Policy | Pre-2001 | Commerce/technology policy; G‑8 Digital Opportunity Task Force representative |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Meta Platforms, Inc. | Vice President, Public Policy | Current | Government affairs leadership |
| Carmichael Investment Partners, LLC | Director | Current | Investment company directorship; not a public company |
| Other public company boards | — | — | None (current) |
Board Governance
- Committees: Compensation and Talent Management; Nominating and Corporate Governance (not Chair) .
- Independence: All nominees except the CEO are independent; independence reaffirmed annually under NYSE and SEC rules .
- Attendance and engagement: Board met 7 times in 2024 (average attendance 98%; each incumbent ≥85%); all directors attended the 2024 Annual Meeting .
- Committee activity: Compensation Committee met 5 times; Nominating and Corporate Governance met 6 times; governance responsibilities include director selection/assessment, independence, related party transaction oversight, and ESG oversight .
- Shareholder alignment policies: Robust stock ownership guidelines (directors: 5× annual cash retainer) and prohibitions on hedging/pledging .
Fixed Compensation
| Component | Amount | Year | Notes |
|---|---|---|---|
| Annual cash retainer | $110,000 | 2024 | Standard non‑employee director cash retainer |
| Committee member fees | $15,000 (Compensation); $10,000 (Governance) | 2024 | Member retainers (no per‑meeting fees) |
| Annual equity grant (RSUs) | $225,000 (7,078 RSUs) | 2024 | RSUs settle at retirement/resignation or elected deferral (1/5/10 years) |
| Kevin J. Martin – Fees earned (cash) | $131,154 | 2024 | Reported cash compensation |
| Kevin J. Martin – Stock awards (RSUs, grant‑date fair value) | $225,010 | 2024 | Reported equity compensation |
| Kevin J. Martin – Total 2024 compensation | $356,164 | 2024 | Sum of cash + equity; no “All Other” compensation |
| Program changes (equity) | $235,000 | 2025 | Annual equity grant increased for all non‑employee directors |
Performance Compensation
| Pay Element | Performance Metrics | Vesting/Settlement | Notes |
|---|---|---|---|
| Director RSUs | None (time‑based; not performance‑conditioned) | Settled at retirement/resignation or per elected deferral | Director equity is not tied to performance targets; promotes long‑term alignment |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Investment company directorship | Carmichael Investment Partners, LLC |
| Compensation Committee interlocks | None; committee members (including Martin) had no relationships requiring related‑person disclosure; no reciprocal board/committee interlocks with Corning executives |
Expertise & Qualifications
- Top skills: Government and Regulatory; Public Company Governance; Enterprise and Emerging Risk Oversight; Technology/R&D/Innovation; Global Perspective .
- Sector relevance: Telecommunications, media, technology policy; global communications trends .
Equity Ownership
| Metric | Value | Date | Notes |
|---|---|---|---|
| Shares directly/indirectly owned | 31,506 | Dec 31, 2024 | As reported in beneficial ownership table |
| Percent of class | <0.50% | Dec 31, 2024 | As reported (“*” = less than 0.50%) |
| RSUs/PSUs not vesting within 60 days | 66,625 | Dec 31, 2024 | Counted toward ownership guidelines |
| Total beneficial ownership (A + B) | 98,131 | Dec 31, 2024 | Shares + long‑dated RSUs/PSUs |
| RSAs/RSUs/RSU deferrals outstanding | 98,131 | Dec 31, 2024 | Director equity outstanding |
| Options outstanding | None | Dec 31, 2024 | No options outstanding for directors; none granted in 2024 |
| Anti‑hedging/pledging | Prohibited | Policy | Insider trading policy bans hedging/derivatives and pledging/margin |
| Pledged shares | None | Dec 31, 2024 | No director/officer pledging reported |
| Ownership guideline compliance | In compliance (≥5× cash retainer within 5 years) | Ongoing | All directors ≥5 years comply; Martin has served since 2013 |
Governance Assessment
- Board effectiveness: Martin adds strong regulatory and telecom policy depth across risk oversight and strategy; he serves on key governance and compensation committees, which align director selection/independence oversight and executive pay governance to long‑term strategy .
- Independence/conflicts: The board reviewed his external affiliations and determined no material relationship; no related party transactions required disclosure in 2024; independence reaffirmed .
- Alignment/incentives: Director pay mix emphasizes equity (62% of retainer via RSUs) to promote long‑term alignment; robust ownership requirements and anti‑hedging/pledging policies mitigate misalignment risk .
- Engagement/attendance: High board engagement (7 meetings, 98% average attendance) and full Annual Meeting attendance support investor confidence in oversight quality .
- RED FLAGS: None disclosed—no interlocks, no pledging, no related‑party transactions, and manageable workload with zero current public company boards under Corning’s overboarding policy .