Thomas French

About Thomas D. French

Thomas D. French, age 65, is an independent director of Corning Incorporated (GLW) since 2023. He is Senior Partner Emeritus at McKinsey & Company after a 33-year consulting career, with deep experience advising technology-driven industrial companies on strategy, marketing, governance, and organization design . He serves on GLW’s Audit and Finance Committees and has been designated an “audit committee financial expert” under SEC rules .

Past Roles

Organization	Role	Tenure	Committees/Impact
McKinsey & Company	Senior Partner; Senior Partner Emeritus (ret. Dec 2019)	33 years	Led Global Marketing & Sales Practice (5 yrs); Led Americas Practice (7 yrs); Served on firm governance committees

External Roles

Organization	Role	Tenure	Committees/Impact
—	No current public or investment company boards	—	None disclosed
—	No public or investment company boards held in past 5 years	—	None disclosed
Various non-profits	Trustee	Not disclosed	Trustee of several non-profit organizations (names not specified)

Board Governance

Independence: All nominees except the CEO are independent; French is independent .
Committee assignments: Audit (member) and Finance (member); Audit met 8 times, Finance met 4 times in 2024 .
Audit committee financial expert: French is designated as an “audit committee financial expert” .
Attendance: Board met 7 times in 2024; directors averaged 98% attendance, and each incumbent attended ≥85% of Board/committee meetings .
Executive sessions: Lead Independent Director presides at executive sessions of independent directors held at every Board meeting .
Ownership/behavioral policies: Directors must meet stock ownership guidelines (5× annual cash retainer) within 5 years; anti-hedging and anti-pledging policies apply .

Fixed Compensation

Component	Amount/Detail	Notes
Annual Cash Retainer	$110,000	Pro-rated if joining after February
Committee Member Fees	Audit: $18,000; Finance: $10,000	2024 committee member compensation levels
Committee Chair Fees	Not applicable (French not a chair)	Chair fees: Audit $25,000; Comp $20,000; Other $15,000
Lead Independent Director Premium	Not applicable	LID receives +$40,000
Annual Equity Grant (RSUs)	$225,000; 7,078 RSUs (grant-date value)	Not settled until retirement/resignation unless deferral election; counts toward ownership guidelines
2024 Individual Compensation (French)	Fees: $138,000; Stock Awards: $225,010; All Other Comp: $3,750; Total: $366,760	All Other Comp reflects matching gifts under Corning’s program

Notes:

Directors may defer cash and/or equity; cash deferrals can earn interest at Citibank prime; RSUs can be deferred with distribution in up to 10 annual installments .
Program changes approved for 2025: annual director equity grant increased to $235,000; certain chair retainers increased (Comp Chair to $25,000; Finance/IT/Governance Chairs to $20,000) .

Performance Compensation

Directors do not receive performance-based incentives (no bonuses, PSUs, or options); RSUs are time-based and settle upon retirement/resignation or per deferral elections (1, 5, or 10 years after grant) .

Element	Performance Metric(s)	Vesting/Settlement	Deferral Options
RSUs (Director equity)	None (time-based)	Not settled until retirement/resignation unless elected otherwise	Pre-year election: distribution 1, 5, or 10 years after grant; up to 10 annual installments

Other Directorships & Interlocks

Category	Detail
Current public boards	None
Past 5-year public boards	None
Interlocks/conflicts	None disclosed; Board overboarding policy limits non-employee directors to ≤3 other public boards absent approval

Expertise & Qualifications

Skills matrix designations: Finance & Accounting; Enterprise & Emerging Risk Oversight; Expertise in GLW’s industries/end markets; Commercial Strategy; Enterprise & Digital Transformation; Corporate Development; Global Perspective .
Role highlights: Extensive experience with strategic planning, digital transformation, customer engagement, organization design, innovation, risk management, and financial reporting practices for complex global companies .

Equity Ownership

Holder	Shares Direct/Indirect	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)
Thomas D. French	0	—	—	0	<0.50%	10,722	10,722

Additional ownership/context:

RSAs/RSUs/deferrals outstanding at 12/31/2024: 10,722 for French .
No pledged shares: “None of our directors or executive officers have pledged any such shares” as of 12/31/2024 .
Ownership guidelines: Directors must hold 5× annual cash retainer (satisfied within 5 years); RSUs and deferred RSUs count toward compliance .

Governance Assessment

Strengths
- Independence and committee roles aligned to expertise; designation as audit committee financial expert strengthens financial oversight .
- High board effectiveness: strong attendance (98% average) and regular independent executive sessions .
- Low conflict profile: no related-party transactions requiring disclosure in 2024; robust related-person transaction approval policy .
- Ownership alignment: stringent director ownership guidelines and anti-hedging/anti-pledging policies; deferred RSUs counted toward ownership .
- Compensation structure for directors emphasizes equity (62% of annual retainer) with straightforward cash retainer and committee fees; independent consultant (FW Cook) reviews competitiveness annually .
Watch items / notes
- Director equity is time-based and deferred; while aligned via ownership guidelines, there are no performance conditions on director equity (industry standard, but not performance-linked) .
- Charitable giving bequest program closed to post-2016 appointees; French not eligible, though he utilized matching gifts ($3,750 in 2024) .
Shareholder sentiment context
- Say-on-Pay support was 88% in 2024; three-year average 90% (signals general investor support for compensation governance) .

Appendix: Committee Meeting Reference (French’s Assignments)

Committee	Role	2024 Meetings	Notes
Audit	Member	8	Financial reporting, internal controls, ERM oversight; French is an audit committee financial expert
Finance	Member	4	Capital allocation, liquidity, M&A/divestitures, dividends/buybacks, financial risk oversight

RED FLAGS

None identified: no pledging, no related-party transactions, strong independence, and high attendance recorded at the Board level .