Roger Ferguson Jr.
Director at GLW
Board
About Roger W. Ferguson, Jr.
Independent director at Corning (GLW) since 2021; age 73. Current role: Steven A. Tananbaum Distinguished Fellow for International Economics at the Council on Foreign Relations; Partner and Chief Investment Officer at Red Cell Partners. Former President & CEO of TIAA (2008–2021) and former Vice Chairman of the U.S. Federal Reserve Board, with prior senior roles at Swiss Re, McKinsey & Company, and Davis Polk & Wardwell. Committee leadership at Corning includes Chair of the Compensation and Talent Management Committee and member of the Nominating & Corporate Governance Committee; he is an independent director under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TIAA | President & Chief Executive Officer | Apr 2008–Apr 2021 | Led a Fortune 100 financial services company; governance, compensation and risk insight . |
| Board of Governors, U.S. Federal Reserve | Vice Chairman | Not disclosed in proxy | Macroeconomic, regulatory, and systemic risk leadership . |
| Swiss Re / Swiss Re America Holding Corp. | Head of financial services; Chairman (US) | Not disclosed in proxy | Global insurance/financial risk oversight . |
| McKinsey & Company | Associate and Partner | 1984–1997 | Strategy, governance and compensation expertise . |
| Davis Polk & Wardwell | Attorney | Not disclosed in proxy | Regulatory and legal acumen . |
External Roles
| Organization | Role | Status |
|---|---|---|
| Alphabet Inc. | Director | Current . |
| International Flavors & Fragrances (IFF) | Director | Current . |
| General Mills, Inc. | Director | Held within past 5 years . |
| Blend Labs, Inc. | Director | Held within past 5 years . |
| Smithsonian Institution | Board of Regents | Current . |
| American Academy of Arts & Sciences | Member | Current . |
| Institute for Advanced Study | Board member | Current . |
| Memorial Sloan Kettering Cancer Center | Board member | Current . |
| Economic Club of New York; Council on Foreign Relations; Group of Thirty; National Association for Business Economics | Member | Current . |
Board Governance
- Committee assignments: Chair, Compensation & Talent Management Committee; Member, Nominating & Corporate Governance Committee .
- 2024 leadership transitions: Ferguson served as Compensation Committee Chair from Oct–Dec 2024 (succeeded Dr. Rieman) .
- Independence: Board determined Ferguson is independent; any external relationships were ordinary course, immaterial, arm’s-length, and below NYSE/SEC thresholds; no related-party transactions requiring disclosure in 2024 .
- Attendance: Board met 7 times in 2024; directors averaged 98% attendance, and each incumbent director attended at least 85% of their meetings .
- Overboarding policy: Corning limits non-employee directors to ≤3 other public boards (unless approved). Ferguson currently sits on 2 public boards (Alphabet, IFF), within policy .
- Committee activity levels (2024): Audit (8), Compensation & Talent Management (5), Executive (4), Finance (4), IT (5), Nominating & Corporate Governance (6) .
- Shareholder engagement and say-on-pay: Active outreach; 2024 say‑on‑pay support at 88% (3‑year avg. 90%) .
Fixed Compensation
| Component | 2024 | 2025 Change | Notes |
|---|---|---|---|
| Annual Cash Retainer | $110,000 | No change disclosed | Standard non-employee director retainer . |
| Lead Independent Director add’l | $40,000 | No change disclosed | Not applicable to Ferguson in 2024 . |
| Committee Chair add’l | $20,000 (Comp Chair) | $25,000 (Comp Chair) | Comp Chair increased to $25k for 2025; other chairs to $20k . |
| Committee Member add’l | $15,000 (Comp), $10,000 (Gov) | No change disclosed | Member fees by committee . |
| Annual Equity Grant (RSUs) | $225,000 (7,078 RSUs) | $235,000 | RSUs settle at retirement or elected deferral; subject to ownership guidelines . |
| Ferguson—Cash Fees Earned | $139,615 | N/A | Actual 2024 cash fees paid/deferred . |
| Ferguson—Stock Awards (Grant-Date Fair Value) | $225,010 | N/A | Annual RSU grant under Director plan . |
| Ferguson—Total 2024 Compensation | $364,625 | N/A | Sum of cash and equity values . |
Performance Compensation
Directors do not receive performance-based equity at Corning; director equity is time-based RSUs with settlement timing elections. Ferguson, as Compensation Committee Chair, oversees the executive incentive programs and performance metrics shown below .
| Metric | Program Use | Rationale | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Core EPS | STI/LTI | Key measure of profitability | Part of LTI payout calc . | Part of LTI payout calc . | Part of LTI payout calc . |
| Core Net Sales | STI/LTI | Growth focus aligned to strategy | Included | Included | Included . |
| Adjusted Free Cash Flow | LTI (70% weighting in 2024 perf slice) | Cash generation for investment and resilience | 49% payout (2022 slice) . | 56% payout (2023 slice) . | 200% payout (2024 slice) . |
| ROIC Modifier | LTI | Capital efficiency modifier (±10%) | Applied | Applied | −2.5% modifier to 2022–2024 average . |
Additional 2024 STI outcomes: GoalSharing corporate 200% and average unit plans 148.5% (161.4% blended); PIP corporate 200% and business performance 150% (175% payout), with NEO-specific notes; these illustrate the pay‑for‑performance alignment Ferguson’s committee oversees .
Other Directorships & Interlocks
| Company | Relationship to GLW | Board’s Independence Conclusion |
|---|---|---|
| Alphabet (current), IFF (current); General Mills, Blend Labs (past 5 years) | Board noted certain directors (including Ferguson) are/were affiliated with organizations having ordinary-course relationships with Corning in prior 3 years | Transactions were arm’s‑length, immaterial (< greater of $1M or 2% of counterparty revenues), and did not impair independence under NYSE/SEC/Company standards . |
Expertise & Qualifications
- Public company governance, finance/accounting, enterprise/emerging risk oversight, government/regulatory, complex organization management, corporate development, and global perspective; brings extensive compensation governance experience through multiple public boards .
- Biography highlights deep regulatory/economic expertise and large‑scale financial services leadership relevant to Corning’s strategic oversight and compensation framework .
Equity Ownership
| Holder | Shares Directly/Indirectly Owned | Options Exercisable ≤60 Days | RSUs/PSUs Vesting ≤60 Days | Total Beneficially Owned (A) | % of Class | RSUs/PSUs Not Vesting ≤60 Days (B) | Total (A+B) |
|---|---|---|---|---|---|---|---|
| Roger W. Ferguson, Jr. | 6,938 | — | — | 6,938 | <0.50% | 35,920 | 42,858 |
Additional director equity details: Ferguson had 35,920 RSAs/RSUs/RSU deferrals outstanding at 12/31/2024; no director stock options outstanding; director equity is subject to ownership guidelines and anti‑hedging/anti‑pledging policies .
Stock ownership guidelines and compliance:
- Directors must hold 5× annual cash retainer; NEOs have higher multiples. All directors/NEOs with ≥5 years in role comply; RSUs count toward guidelines .
- Anti‑hedging and anti‑pledging policies apply to directors and executives .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) filing timeliness (2024) | No delinquent filings reported for Ferguson; only one late Form 4 noted for another officer (M. Tillman) . |
| Options held | None (no director options outstanding) . |
| Hedging/Pledging | Prohibited for directors under company policy . |
Governance Assessment
- Strengths: Independent director with deep compensation governance and financial regulation expertise; currently chairs Compensation & Talent Management and serves on Governance; strong board independence framework, ownership guidelines, clawback, anti‑hedging/pledging; high overall meeting attendance; robust shareholder outreach and solid say‑on‑pay support (88% in 2024; ~90% 3‑yr avg) .
- Alignment: Director pay mix skews to equity via RSUs (deferred settlement), supporting long‑term alignment; Ferguson’s 2024 compensation totaled $364,625 (cash $139,615; RSUs $225,010); RSUs outstanding 35,920; beneficial ownership 6,938 shares, all <0.5% of shares outstanding, with guidelines requiring 5× retainer .
- Potential conflicts: Board reviewed ordinary‑course relationships associated with certain directors (including Ferguson) and affirmed independence—relationships immaterial, arm’s‑length, no personal benefit; no related‑party transactions requiring disclosure in 2024 .
- Signals to monitor: 2025 director pay adjustments (higher equity grant to $235k; Comp Chair retainer to $25k) increase compensation for governance workload as Corning executes Springboard; continued oversight of executive performance metrics (Core EPS, Core Net Sales, Adjusted FCF, ROIC) under Ferguson’s committee remains central to pay‑for‑performance credibility .
RED FLAGS: None disclosed specific to Ferguson—no related‑party transactions, no hedging/pledging permitted, no delinquent Section 16(a) filings for him; overboarding within policy limits .