Lewis Steverson
About Lewis Steverson
Executive Vice President and Chief Legal & Administrative Officer at Corning (GLW); 5 years in current role and 12 years at Corning, indicating deep tenure across legal, governance, and enterprise administration . 2024 marked a strong operational year for Corning: GAAP net sales $13.1B and core net sales $14.47B; core EPS $1.96; operating margin expansion toward Springboard targets; adjusted free cash flow $1.253B; and TSR outperformance vs S&P 500, S&P Equal Weight and the compensation peer group over 1- and 3-year periods (also over 5-year vs Equal Weight and peer group) . The compensation framework explicitly ties annual and long-term incentives to Core EPS, Core Net Sales, Adjusted FCF, and ROIC improvement (±10% modifier), with 2024 incentive outcomes at the high end of ranges, signaling strong pay-for-performance alignment .
Past Roles
Not disclosed in the 2025 proxy. Primary NEO role shown below .
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corning Incorporated | EVP & Chief Legal & Administrative Officer | 5 years | Oversees legal, compliance, governance, and administrative functions integral to risk management and execution of enterprise priorities |
External Roles
Not disclosed in the proxy. No external public-company board roles for Steverson are listed in the NEO section .
Fixed Compensation
Multi-year compensation for Lewis A. Steverson:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 837,369 | 851,800 | 875,408 |
| Stock Awards ($) | 3,007,811 | 3,500,556 | 2,756,210 |
| Option Awards ($) | 0 | 0 | 0 |
| Non-Equity Incentive Plan Compensation ($) | 1,083,552 | 608,457 | 3,329,826 |
| Change in Pension Value & Nonqualified Deferred Comp ($) | 0 | 702,772 | 363,492 |
| All Other Compensation ($) | 198,904 | 96,931 | 81,608 |
| Total ($) | 5,127,636 | 5,760,516 | 7,406,544 |
Perquisites and other 2024 cash/non-cash items:
- Aircraft usage $76,496; home security/financial counseling $4,854; other $258; no company match entries shown for 401(k) or supplemental plan; total $81,608 .
Performance Compensation
2024 Annual cash incentives:
| Item | Target/Weighting | Actual 2024 Result | Payout |
|---|---|---|---|
| PIP (Corporate financial) | 50% (25% Core Net Sales; 75% Core EPS) | 200% of target | Included in 175% blended payout |
| PIP (Business financial) | 50% (25% Core Net Sales; 20% Core Gross Margin %; 30% Core Net Profit After Tax; 25% Adjusted FCF) | 150% of target | Included in 175% blended payout |
| PIP payout for Steverson | 95% target; base $885,900 | 175% of target | $1,472,809 |
| GoalSharing (Corporate) | 25% weighting | 200% | Contributes to 161.4% blended |
| GoalSharing (Local unit avg) | 75% weighting | 148.5% | Contributes to 161.4% blended |
| GoalSharing payout for Steverson | Target 5% of base salary | 8.07% of base | $71,492 |
Long-term incentives and metrics:
- LTI mix: 25% Cash Performance Units (CPU) + 45% Performance Stock Units (PSU) + 30% time-based RSUs; CPUs/PSUs tied to 70% Adjusted FCF and 30% Core Net Sales; ±10% modifier based on 3-year ROIC improvement .
- 2024 LTI performance result: 200% for 2024 CPUs/PSUs; 2022–2024 3-year LTI average 102% with a -2.5% ROIC modifier, yielding 99.45% final payout for that cycle .
CPU detail (Steverson):
| Metric | 2024 | 2023 | 2022 |
|---|---|---|---|
| LTI Target ($) | 3,800,000 | 3,800,000 | 3,800,000 |
| CPU Target Award ($) | 950,000 | 950,000 | 950,000 |
| CPU Performance Result (%) | 200% | 200% (year two impact) | 200% (year three impact) |
| Prorated Earned based on 2024 performance ($) | 570,000 | 570,000 | 570,000 |
| ROIC Modifier on 2022 CPU ($) | 75,525 | — | — |
PSU/RSU grants and vesting:
| Award | Grant Date | Target/Earned Units | Vesting Schedule |
|---|---|---|---|
| PSUs (earned) | 2/8/2023 | 5,873 earned units (Steverson) | One-third on 2/8/2025, 8/8/2025, 2/8/2026 |
| PSUs (earned) | 4/3/2023 | 37,284 earned units (Steverson) | Vests 4/15/2026 |
| PSUs (granted, performance not yet known) | 4/3/2023 | 19,571 units (Steverson) | Vests 4/15/2026 (performance determination pending) |
| PSUs (2024 grant) | 4/1/2024 | 17,447 target units (Steverson) | Vests 4/15/2027 |
| RSUs (time-based) | 4/1/2024 | 34,894 units (Steverson) | 3-year cliff vesting |
Equity Ownership & Alignment
Beneficial ownership and alignment as of 12/31/2024:
| Item | Value |
|---|---|
| Shares directly/indirectly owned | 16,646 |
| Options exercisable within 60 days | 0 |
| RSUs/PSUs vesting within 60 days | 6,725 |
| Total beneficially owned (A) | 23,371 |
| RSUs/PSUs not vesting within 60 days (B) | 210,041 |
| Total (A + B) | 233,412 |
| Shares outstanding | 856,222,005 |
| Ownership % of shares outstanding | ~0.027% (233,412 ÷ 856,222,005) |
Stock ownership guidelines and alignment:
- Ownership guideline: 3x base salary for NEOs; directors 5x retainer; CEO 6x salary .
- Compliance: All directors and NEOs with ≥5 years in role comply with guidelines .
- Anti-hedging and anti-pledging policies in effect; pledging prohibited for directors and employees .
2024 vesting/settlement activity:
- Shares acquired on vesting: 66,095; value realized $2,091,052 (Steverson) .
Employment Terms
Severance protection:
- Executives (post-July 2004 agreements) capped at 2.99x salary+target bonus; COO has distinct multiple; Weeks has pre-2004 agreement .
- Structure for NEOs other than COO: if base salary ≥$599,000, severance equals 3.5x base salary only; if < $599,000, 2x salary + target bonus; plus 24 months COBRA premium lump sum, outplacement up to $50,000, and an option for Corning to purchase principal residence (timing and appraisal constraints) .
- Steverson “without cause” scenario (12/31/2024): severance $3,100,650; benefits continuation $65,294; outplacement $50,000; residence purchase option $50,000–$250,000; ESPP non-qualified annuity $326,319; qualified lump sum pension $248,173; death-only ESPP lump sum $1,694,288 .
Change-in-control provisions and economics:
- Upon CIC: RS/RSUs lapse; options vest; CPUs/PSUs adjust to actual for completed cycles and 100% for incomplete cycles; adjusted awards vest immediately; ESPP benefits vest and are no longer subject to early retirement reductions .
- Steverson CIC totals (12/31/2024): cash severance $2,651,151; ESPP $4,335,275; misc benefits $115,294; interrupted CPU performance $2,067,833; share-based awards $12,408,422; total $21,577,975; no excise tax gross-up (post-2004 agreements) .
Clawback:
- Clawback policy for executive incentive compensation in the event of certain financial restatements, aligned with NYSE standards .
Pension and deferred compensation:
| Plan | Years Credited | Present Value of Accumulated Benefit ($) |
|---|---|---|
| Qualified Pension Plan | 12 | 236,873 |
| Executive Supplemental Pension Plan (ESPP) | 12 | 4,319,980 |
Eligible pension earnings and final average compensation (2024): Eligible pension earnings $1,731,297; final average earnings $1,502,548 .
Related party, legal, and governance risk checks:
- No related-party transactions requiring disclosure in 2024 .
- Say-on-pay support: 88% in 2024; ~90% average over past 3 years .
- Robust governance practices with executive session oversight, stock ownership, anti-pledging/hedging, and clawback .
Investment Implications
- Compensation alignment: High variable pay tied to core financial metrics (EPS, Net Sales, FCF, ROIC) produced 175% PIP and 200% LTI performance outcomes in 2024, signaling strong pay-for-performance linkage as Springboard-driven metrics improved (Core Net Sales/Operating Margin/ROIC/F CF) .
- Retention profile: Significant unvested equity (210,041 RSU/PSU units not vesting within 60 days) and multi-year CPU/PSU cycles with ROIC modifiers create retention hooks through 2026–2027; RSUs have 3-year vest timing; earned PSUs scheduled for 2025–2026 settlement .
- CIC/severance optics: “Without cause” severance equals 3.5x base salary only for ≥$599k base; CIC delivers >$21.5M in combined cash, pension, and accelerated equity, but no excise tax gross-up for post-2004 agreements (shareholder-friendly) .
- Trading signals: Notable vest dates in 2025–2027 (PSU cliffs on 2/8/2025, 8/8/2025, 2/8/2026; 4/15/2026; 4/15/2027) may lead to settlement-related share activity and tax withholding; however, pledging/hedging is prohibited and no Form 4 selling data is presented in the proxy .
- Governance and shareholder feedback: Strong say-on-pay support (88% in 2024) and codified clawback policy reduce governance risk; “no gross-ups” for post-2004 officers and anti-pledging policy improve alignment .