Stephanie Burns
Lead Independent Director at GLW
Board
About Stephanie A. Burns
Stephanie A. Burns, age 70, has served on Corning’s Board since 2012 and is the Lead Independent Director (appointed May 2, 2024; re‑appointed February 12, 2025). She is Chair of the Nominating and Corporate Governance Committee and serves on the Compensation and Executive Committees. Dr. Burns holds a Ph.D. in organic chemistry and is the retired Chairman and Chief Executive Officer of Dow Corning Corporation (CEO 2004–May 2011; Chair 2006–Dec 2011), bringing deep technical and global operating expertise to Corning’s boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Corning Corporation | Chairman | 2006–Dec 2011 | Led oversight of complex manufacturing processes including polysilicon; guided global innovation and commercial execution |
| Dow Corning Corporation | Chief Executive Officer | 2004–May 2011 | Directed scientific research, manufacturing and global commercial management |
| Dow Corning Corporation | President | 2003 | Senior executive leadership prior to CEO role |
| Dow Corning Corporation | Director of Women’s Health | 1994 | First director of women’s health; focus on new product domains |
| Dow Corning Corporation | Researcher/Specialist in organosilicon chemistry | Joined 1983 | Built deep technical credentials in materials science |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. | Director (current) | Ongoing | Public company board service |
| Kellanova (formerly Kellogg Company) | Director (current) | Ongoing | Public company board service |
| Society of Chemical Industry | Honorary President (past) | Historical | Industry leadership and scientific network |
| American Chemistry Council | Chair (past) | Historical | Policy and industry governance leadership |
| President’s Export Council | Member (past) | Historical | Government advisory perspective |
Board Governance
- Independence: All non‑employee directors, including Dr. Burns, are independent; Mr. Weeks is the only non‑independent director .
- Lead Independent Director: Burns leads independent oversight, approves agendas, presides over executive sessions, liaises with the Chair/CEO, and engages with investors .
- Committee assignments: Compensation; Executive; Nominating & Corporate Governance (Chair). In 2024, Burns served as Lead Independent Director (May–Dec) and chaired Nominating & Corporate Governance (Oct–Dec) as part of refreshment .
- Meeting attendance: The Board met 7 times in 2024; average attendance was 98%, and each incumbent director attended at least 85% of meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation
| Component | Amount/Detail | Citation |
|---|---|---|
| 2024 Fees Earned (Cash) – Burns | $181,615 | |
| 2024 Stock Awards (RSUs) – Burns | $225,010 (grant‑date fair value) | |
| 2024 Total Compensation – Burns | $406,625 | |
| Standard Annual Cash Retainer (2024) | $110,000 | |
| Annual Equity Grant (2024) | $225,000 in RSUs; 7,078 RSUs | |
| Lead Independent Director add’l cash (2024) | $40,000 | |
| Committee Chair fees (2024) | Audit $25,000; Compensation $20,000; Other Chairs $15,000 | |
| Committee Member fees (2024) | Audit $18,000; Compensation $15,000; Other Committees $10,000 | |
| 2025 changes approved | Equity grant to $235,000; Comp Chair to $25,000; Finance/IT/Governance Chairs to $20,000 | |
| Charitable matching | Eligible for matching gifts (up to $7,500 in 2024) |
- Deferrals: Directors may defer cash and RSUs, elect distribution in up to 10 annual installments; deferred cash earns prime rate of Citibank, N.A. compounded quarterly .
Performance Compensation
- Directors do not receive performance‑based equity (no PSUs/CPUs); RSUs are time‑based and settle at retirement/resignation unless elected for 1/5/10‑year post‑grant deferral; no stock options were granted to directors in 2024 and no director had outstanding options as of year‑end .
Company‑wide executive incentive metrics (context for pay‑for‑performance alignment):
| Plan/Metric | Weight | 2024 Result (% of target) | Citation |
|---|---|---|---|
| GoalSharing – Corporate financial performance | 25% | 200% | |
| GoalSharing – Avg of all unit plans | 75% | 148.5% | |
| PIP – Corporate financial performance | 50% | 200% | |
| PIP – Business financial performance | 50% | 150% | |
| LTI – Adjusted Free Cash Flow | 70% | 200% | |
| LTI – Core Net Sales | 30% | 200% | |
| LTI ROIC modifier (2022–2024 cycle) | Modifier | −2.5% → 99.45% final payout |
Other Directorships & Interlocks
| Company | Relationship to GLW | Notes |
|---|---|---|
| HP Inc. | Current public company directorship | Independent service; no related‑party transactions disclosed with Corning in 2024 |
| Kellanova | Current public company directorship | Independent service; no related‑party transactions disclosed with Corning in 2024 |
- Compensation Committee Interlocks: None disclosed; Burns served on Corning’s Compensation and Talent Management Committee; no insider participation or interlocks requiring disclosure .
Expertise & Qualifications
- Materials science and manufacturing expertise; oversight of polysilicon processes relevant to solar modules and semiconductors .
- Scientific leadership with Ph.D. in organic chemistry; significant R&D and innovation experience .
- Government and policy experience (President’s Export Council; industry leadership roles) .
- Global operating and commercial management credentials from Dow Corning CEO/Chair tenure .
Equity Ownership
| Metric | Amount | Citation |
|---|---|---|
| Shares directly/indirectly owned (Dec 31, 2024) | 56,888 | |
| RSUs/PSUs vesting within 60 days | 0 | |
| Total shares beneficially owned (A) | 56,888 | |
| RSUs/PSUs not vesting within 60 days (B) | 73,216 | |
| Total of A + B | 130,104 | |
| RSAs/RSUs and RSU deferrals outstanding | 113,750 | |
| Shares outstanding (Dec 31, 2024) | 856,222,005 | |
| Ownership as % of shares outstanding | ~0.0066% (=56,888 / 856,222,005) | |
| Pledged shares | None | |
| Director stock ownership guideline | 5x annual cash retainer; all directors ≥5 years comply | |
| Anti‑hedging/anti‑pledging policy | Prohibits hedging/pledging for directors and employees |
Governance Assessment
- Strengths: Lead Independent Director role with robust authorities supports independent oversight and strategy/risk review; Burns re‑appointment reflects board confidence in her leadership . High board attendance (98%), annual director elections with majority vote standard, proxy access, and independent committees reinforce accountability . Director pay emphasizes equity via deferred RSUs, aligning with long‑term shareholder value; stringent ownership guidelines and anti‑pledging/hedging enhance alignment .
- Independence & conflicts: Board determined all non‑employee directors are independent; related‑party transactions policy requires pre‑approval, and none required disclosure in 2024; Burns was not among directors noted with business relationships reviewed for independence .
- Shareholder signals: Say‑on‑Pay received 88% support in 2024 (90% three‑year average), indicating broad investor alignment on compensation governance .
- Watch items: Multiple external directorships warrant routine monitoring for time commitments (policy allows up to three other boards for non‑employees); Burns currently serves on two, within policy .
- RED FLAGS: None disclosed—no pledging, no hedging, no related‑party transactions, no director options repricing, and strong attendance .
Overall, Burns’ technical depth, prior CEO/Chair experience, and current role as Lead Independent Director are positive for board effectiveness and investor confidence, with compensation and ownership structures that align her interests with shareholders .