Pamela Craig
Director at GLW
Board
About Pamela J. Craig
Pamela J. Craig (age 68) is an independent director of Corning Incorporated, serving since 2021. She is the retired Chief Financial Officer of Accenture plc (CFO from 2006–2013) with 34 years at Accenture spanning finance, management, operations, and international roles; she is designated an “audit committee financial expert.” She currently chairs Corning’s Audit Committee and also serves on the Information Technology Committee . All non-employee directors on Corning’s board are independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accenture plc | Chief Financial Officer | 2006–2013 | Led finance through business transformations, M&A, strategic planning, and process improvement |
| Accenture plc | Various leadership roles in line management, consulting, operations | 34 years (total tenure) | Built broad finance/operational/technology expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Director (public company) | Current | Public company board service |
| The Progressive Corporation | Director (public company) | Current | Public company board service |
| 3M Company | Director (public company) | Within past 5 years | Prior public board service |
| Akamai Technologies, Inc. | Director (public company) | Within past 5 years | Prior public board service |
| Smith College | Board of Trustees (non-profit) | Current | Trustee; educational governance |
| The Women’s Forum of New York; NYU Stern School of Business; Junior Achievement of New Jersey | Advisory/affiliated involvement | Ongoing | Education and advancement of women in business |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent; all committees (except Executive) are fully independent |
| Committee assignments | Audit (Chair); Information Technology (Member) |
| Committee workloads | Audit Committee met 8 times in 2024; IT Committee met 5 times in 2024 |
| Audit leadership | Signed Audit Committee Report; committee oversaw ICFR, auditor independence, and SOX 404 processes |
| Financial expertise | Designated “audit committee financial expert” |
| Attendance | Directors averaged 98% attendance; each incumbent director attended ≥85% of their meetings in 2024 |
| Executive sessions | Lead independent director presides; independent director sessions held at every Board meeting |
| Shareholder engagement | Company contacted ~52% of shares and engaged ~38% on governance/comp topics in 2024–2025 season |
Fixed Compensation (Non‑Employee Directors)
| Component | 2024 Policy | Notes |
|---|---|---|
| Annual Cash Retainer | $110,000 | Pro‑rated for partial year |
| Annual Equity Grant (RSUs) | $225,000 (7,078 RSUs) | RSUs settle at retirement/resignation unless deferral elected; 62% of annual retainer |
| Lead Independent Director cash | $40,000 | Additional cash retainer |
| Committee Chair cash | Audit $25,000; Comp $20,000; Finance/IT/NCG $15,000 | Additional to cash retainer |
| Committee Member cash | Audit $18,000; Comp $15,000; Others $10,000 | Additional to cash retainer |
| 2025 changes (for context) | Equity grant to $235,000; Comp Chair to $25,000; Finance/IT/NCG Chairs to $20,000 | Effective Feb 2025 to remain competitive |
2024 Actual Compensation – Pamela J. Craig
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 143,769 |
| Stock Awards (RSUs, grant-date fair value) | 225,010 |
| All Other Compensation (charitable match) | 5,000 |
| Total | 373,779 |
Notes: Director compensation designed with significant stock-based element; RSUs for directors are time-based and deferred; no stock options were granted in 2024, and no directors had outstanding options as of Dec 31, 2024 .
Performance Compensation
| Performance Metric | Applicability to Directors | Plan Detail |
|---|---|---|
| None disclosed for directors | Not applicable | Director equity is time-based RSUs; no performance metrics apply to director pay |
Other Directorships & Interlocks
| Company | Type | Status | Notes |
|---|---|---|---|
| Merck & Co., Inc. | Public | Current | Listed in Corning proxy biography |
| The Progressive Corporation | Public | Current | Listed in Corning proxy biography |
| 3M Company | Public | Prior (past 5 yrs) | Listed in Corning proxy biography |
| Akamai Technologies, Inc. | Public | Prior (past 5 yrs) | Listed in Corning proxy biography |
- Overboarding policy: Absent committee approval, non-employee directors may serve on no more than three other public boards; Ms. Craig’s two public boards are within policy limits .
Expertise & Qualifications
- Former CFO of Accenture with 34 years of finance/operations/technology experience; brings M&A, business transformation, strategic planning, and process improvement expertise to the board .
- Designated “audit committee financial expert,” aligning with her role as Audit Committee Chair .
- IT Committee member; committee oversees information security, data integrity, cybersecurity, and AI oversight across the enterprise .
Equity Ownership
| Item (as of Dec 31, 2024) | Amount |
|---|---|
| Shares beneficially owned (A) | 0 |
| Options exercisable within 60 days | 0 (none outstanding for directors) |
| RSUs/PSUs vesting within 60 days | 0 |
| Total beneficial ownership (A) | 0 |
| RSUs/PSUs not vesting within 60 days (B) | 20,968 |
| Total A + B | 20,968 |
| Percent of class | <0.5% (“*”) |
Stock ownership guidelines for directors: 5x annual cash retainer; must meet within five years of joining the board. Restricted/direct/indirect shares and deferred RSUs count toward guidelines. All directors with ≥5 years of service comply; Ms. Craig joined in 2021 (within compliance window) .
Policies affecting alignment and risk:
- Prohibition on hedging and pledging for directors and employees .
- No related-party transactions requiring disclosure occurred in 2024; Nominating & Corporate Governance Committee reviews/approves any such transactions under written policy .
- Section 16(a) filings: only one late Form 4 in 2024 for a different officer; no director-specific delinquencies disclosed .
Governance Assessment
- Board effectiveness: As Audit Chair and an “audit committee financial expert,” Craig leads oversight of financial reporting, ICFR, auditor independence, and risk, with the Audit Committee meeting eight times in 2024 and issuing its report over her signature .
- Independence and conflicts: She is independent; she was not among directors noted as having business relationships reviewed for independence, and no related-party transactions required disclosure in 2024 .
- Alignment: Director pay is heavily equity-based via deferred RSUs (62% of retainer), subject to rigorous anti-hedging/pledging policies and a 5x retainer ownership guideline within five years, supporting alignment with long-term investor interests .
- Engagement: Board/committee attendance was strong (98% average), with executive sessions every meeting and active shareholder outreach touching ~52% of shares contacted and ~38% engaged during the 2024–2025 season .
Potential Risk Indicators and Red Flags (as disclosed)
- Related-party transactions: None requiring disclosure in 2024 .
- Options repricing/gross-ups/loans: Not disclosed for directors; directors held no stock options as of year-end 2024 .
- Pledging/hedging: Prohibited by policy for directors .
- Section 16 compliance: No director-specific delinquencies disclosed; one late filing in 2024 pertained to a different officer .
Appendix – Committee Assignments and Meeting Cadence (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Audit | Chair (Ms. Craig; appointed in Board refresh during 2024) | 8 |
| Information Technology | Member | 5 |
| Board | Director | Board met 7 times; independent executive sessions each meeting |