Robert Cummings Jr.
Director at GLW
Board
About Robert F. Cummings, Jr.
Independent director of Corning Incorporated since 2006; age 75. Retired Vice Chairman of Investment Banking at JPMorgan Chase & Co. (2010–2016) and former partner and advisory director at Goldman Sachs (partner 1986–1998; advisory director until 2002). Core credentials include nearly five decades of investment banking experience in financing, M&A, and corporate development across technology and telecommunications sectors; currently serves as Chair of Corning’s Finance Committee and sits on the Executive and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase & Co. | Vice Chairman, Investment Banking | Dec 2010–Feb 2016 | Senior advisory across sectors and industry groups |
| Goldman, Sachs & Co. | Partner, Investment Banking; Advisory Director | Partner 1986–1998; Advisory Director until 2002 | Led financing/M&A; continued advisory role post-retirement |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| W. R. Grace & Co. | Director (past) | Not specified (past 5 years reference) | Public company governance experience |
| Current public company boards | None | — | No current external public directorships (reduces overboarding risk) |
Board Governance
- Independence: All director nominees are independent except the CEO; Cummings is an independent director .
- Committee assignments: Executive; Finance (Chair); Nominating & Corporate Governance .
- Board attendance: Board met 7 times in 2024; directors averaged 98% attendance, with each incumbent ≥85% of meetings .
- Committee activity: Finance Committee met 4 times in 2024; mandate includes capital allocation, liquidity, dividends/buybacks, financings, and financial risk oversight .
Fixed Compensation
| Component | 2024 Structure | Amounts (Cummings, 2024) |
|---|---|---|
| Annual cash retainer | $110,000 per non-employee director | Included in cash total |
| Committee chair fee | Finance Chair: $15,000 (Other Chairs); Audit Chair $25,000; Compensation Chair $20,000 | Included in cash total |
| Committee member fee | Audit $18,000; Compensation $15,000; Other committees (Executive, Finance, Governance, IT) $10,000 | Included in cash total |
| Cash fees paid (reported) | Director-specific total for 2024 | $155,000 (Fees Earned/Paid in Cash) |
| All other compensation | Matching gifts, if any | $0 for Cummings |
Notes:
- Non-employee directors may defer cash fees under the Non-Employee Directors’ Deferred Compensation Plan (prime rate, RSU account, or combination) .
Performance Compensation
- Directors do not receive performance-based cash bonuses; equity compensation is time-based RSUs deferred to retirement or per election (1/5/10 years), subject to ownership guidelines .
- Corning’s performance metrics apply to executives (not directors): Core EPS, Core Net Sales, Adjusted Free Cash Flow, and ROIC modifier used across STI/LTI plans .
2024 executive incentive outcomes (for context; not paid to directors):
| Metric/Plan | Weighting | 2024 Result |
|---|---|---|
| GoalSharing (Corporate performance) | 25% | 200% of target |
| GoalSharing (Average of unit plans) | 75% | 148.5% of target |
| PIP (Corporate) | 50% | 200% of target |
| PIP (Business performance) | 50% | 150% of target (director table clarifies NEO-specific variations) |
| LTI (CPUs/PSUs blended performance) | — | 2024 performance 200%; 2022–2024 average 102% × ROIC modifier 0.975 = 99.45% payout |
Director Equity Compensation
| Component | 2024 | 2025 Changes |
|---|---|---|
| Annual RSU grant (fair value) | $225,000; 7,078 RSUs; deferred settlement until retirement or elected timing (1/5/10 years) | Increased to $235,000 in 2025 |
| Options | None outstanding/granted to directors | No change |
| Chair fee changes | Finance Chair $15,000 in 2024 | Finance, IT, Governance Chairs increased to $20,000 in 2025; Compensation Chair to $25,000 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Prior public boards | W. R. Grace & Co. |
| Interlocks/conflicts | No related-party transactions requiring disclosure in 2024; Board annually reviews independence and related-party policies |
Expertise & Qualifications
- Expertise: Public and private financing, private equity, M&A, strategic financial issues; technology and telecommunications business development; Chair of Finance Committee .
- Core competencies mapped by Board: Public company governance experience; finance and accounting; enterprise/emerging risk oversight; expertise in end markets; corporate development .
Equity Ownership
| Ownership Element | As of 12/31/2024 | Notes |
|---|---|---|
| Shares directly/indirectly owned | 151,199 | Less than 0.5% of outstanding shares |
| RSUs/PSUs vesting within 60 days | Not shown for Cummings | Table provides vesting-within-60-days categories generally |
| RSUs/PSUs not vesting within 60 days | 177,146 | Alignment via deferred equity |
| Total RSAs/RSUs/deferrals outstanding | 241,832 | Director-level RSU inventory |
| Pledging/hedging | Prohibited by insider trading policy | |
| Ownership guideline | 5× annual cash retainer for directors; all directors with ≥5 years comply | Cummings meets guideline per board-wide statement |
Say‑on‑Pay & Shareholder Feedback
| Item | Result | Detail |
|---|---|---|
| 2025 Say‑on‑Pay vote (advisory) | Approved | For: 555,670,173; Against: 92,059,339; Abstain: 2,604,492; Broker non‑votes: 92,923,710 |
| 2024 Say‑on‑Pay support | 88% support | Board cites strong multi‑year support (avg 90% over 3 years) |
| Outreach | Contacted holders of ~52% of shares; engaged with ~38% | 2024–2025 engagement season |
Governance Assessment
- Strengths: Independent status; deep finance/M&A expertise aligned with Finance Committee chair role; board-wide strong attendance and robust governance framework (majority voting, proxy access, lead independent director, independent committees) .
- Alignment: Significant deferred RSU holdings and compliance with 5× retainer ownership guideline; anti‑hedging/anti‑pledging policies mitigate misalignment and risk .
- Compensation mix: Balanced cash retainer plus equity retainer with deferred settlement enhances long‑term alignment; 2025 modest increases appear aimed at market competitiveness rather than guaranteed pay escalation .
- Conflicts/red flags: No disclosed related‑party transactions for 2024; no options outstanding; no pledging; no overboarding (no current external public boards) .
Overall investor confidence signals are positive: independent oversight in finance and governance, strong attendance norms, and ownership alignment via sizable deferred RSU holdings, with no material conflicts disclosed .