Leslie Brun

About Leslie A. Brun

Leslie A. Brun (age 72) is an independent director of Corning Incorporated (GLW) since 2018 and serves as Chairman and CEO of Sarr Group LLC. A veteran financial executive, he is the founder and former CEO/Chairman of Hamilton Lane (1991–2005) and has extensive investment banking experience, including leadership roles at Fidelity Bank and E.F. Hutton. He currently sits on GLW’s Audit, Compensation and Talent Management, and Executive Committees and is designated an “audit committee financial expert.”

Past Roles

Organization	Role	Tenure	Committees/Impact
Hamilton Lane	Founder; CEO & Chairman	1991–2005	Built private markets platform; deep finance and investment expertise
Fidelity Bank (Investment Banking Group)	Managing Director; Co-founder	Not disclosed	Corporate finance leadership; deal origination
E.F. Hutton & Co.	Vice President, Corporate Finance	Not disclosed	Investment banking execution

External Roles

Organization	Role	Tenure	Committees/Impact
Sarr Group LLC	Chairman & CEO	Current	Strategic leadership of investment platform
Ariel Alternatives LLC	Co-founder; Chairman & CEO	Current	Private equity leadership
G100; Council Advisors; World 50	Senior Advisor	Current	Boardroom and C‑suite advisory
Council on Foreign Relations	Member	Current	Policy and global affairs perspective

Board Governance

Committee assignments: Audit; Compensation and Talent Management; Executive; “audit committee financial expert” designation .
Independence: All director nominees except the CEO are independent; the board annually affirmed Brun’s independence after reviewing ordinary-course business relationships with companies affiliated with certain directors, concluding no material relationship or conflict and independence under NYSE/SEC standards .
Attendance: Board met 7 times in 2024; combined Board/committee attendance averaged 98%, and each incumbent director attended at least 85% of applicable meetings; Brun’s committees met Audit: 8; Compensation: 5; Executive: 4 in 2024 .
Shareholder oversight signals: Say-on-Pay support 88% in 2024 (three-year average 90%); robust shareholder outreach (~52% of shares contacted; ~38% engaged) .

Fixed Compensation

Component (2024)	Amount ($)
Fees Earned or Paid in Cash	143,000
Stock Awards (RSUs, grant-date fair value)	225,010
All Other Compensation	0
Total	368,010

Program terms (non-employee directors):

Annual equity grant: $225,000 (7,078 RSUs), paid under the 2019 Equity Plan for Non‑Employee Directors; equity retainer represents 62% of annual retainer; grants approved at the February Board meeting; settlement upon retirement/resignation unless director elects 1/5/10-year deferral .
Annual cash retainer: $110,000; committee member fees: Audit $18,000; Compensation $15,000; Other committees $10,000; committee chair fees vary (Audit $25,000; Compensation $20,000; others $15,000) .
2025 changes approved: equity grant increased to $235,000; chair retainers for Compensation raised to $25,000; Finance/IT/Nominating raised to $20,000 .

Performance Compensation

Equity element	Structure	Vesting	Performance Metrics
RSUs (annual director grant)	Time-based RSUs as part of annual retainer	Settled at retirement/resignation or on elected deferral (1/5/10 years)	None; director equity not tied to performance goals

Notes:

No options granted to directors in 2024; as of 12/31/2024, no director had outstanding options .
Director equity is designed to align with long-term shareholder value via stock price exposure and ownership guidelines, not annual performance targets .

Other Directorships & Interlocks

Company	Status	Role
Current public/investment company boards	None	—
Broadridge Financial Solutions, Inc.	Past 5 years	Director
CDK Global, Inc.	Past 5 years	Non‑Executive Chairman
Merck & Co., Inc.	Past 5 years	Lead Director (former)
Automatic Data Processing, Inc.	Prior	Director; Chairman of the Board (former)
Hewlett Packard Enterprise Company	Prior	Director (former)

Compensation committee interlocks and insider participation: The Compensation and Talent Management Committee (including Brun) reported no interlocks or insider participation conflicts in 2024 .

Expertise & Qualifications

Finance and Accounting; Public Company Governance; Enterprise & Emerging Risk Oversight; Government & Regulatory; Management of a Complex Organization; Corporate Development; Global Perspective .

Equity Ownership

Item	Details
Shares directly/indirectly owned	0
Stock options exercisable within 60 days	— (none)
RSUs/PSUs vesting within 60 days	— (none)
RSUs/PSUs not vesting within 60 days	40,533
Percent of class	<0.5% (“*” in table)
Pledged shares	None for directors/officers as of 12/31/2024
Ownership guidelines	Directors must hold 5× annual cash retainer; all directors with ≥5 years in role comply (Brun qualifies)
Anti-hedging/pledging policy	Prohibits hedging and pledging by directors and employees

Governance Assessment

Committee breadth and “audit committee financial expert” status enhance board effectiveness; independence reaffirmed despite ordinary-course relationships with entities affiliated with directors, with payments below materiality thresholds and no personal benefit or decision influence; independence meets NYSE/SEC standards .
Attendance and engagement signals are strong: 98% average attendance across Board/committees, all directors attended the 2024 Annual Meeting, and robust shareholder outreach supports investor confidence .
Alignment: Director compensation structure mixes cash and deferred RSUs, encouraging long-term alignment; no options/grants since 2020 and none outstanding for directors reduces risk of repricing; anti-hedging/anti-pledging policies and share ownership guidelines further align interests; no related-party transactions requiring disclosure in 2024 .
RED FLAGS: None indicated for Brun—no pledging/hedging, no disclosed conflicts, no interlock concerns, and no Section 16 delinquency noted for directors; say‑on‑pay results robust (88%) .