Thomas French
CORNING INC /NYAbout 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 .