Wendell Weeks
CORNING INC /NYAbout Wendell Weeks
Wendell P. Weeks, age 65, has served as Corning’s Chief Executive Officer since April 2005 and Chairman since April 2007; he joined Corning in 1983 and holds 44 U.S. patents, with deep experience across the company’s businesses and technologies . Under his leadership, Corning delivered 2024 core net sales of $14.469B, core EPS of $1.96, core operating margin of 17.5%, adjusted free cash flow of $1.25B, and a 1-year TSR of 60.6% (also outperforming relevant indices over 1- and 3-year horizons) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corning Incorporated | Various financial, commercial, business development, and general management roles | 1983–2005 | Built broad operating and innovation experience across businesses and technologies . |
| Corning Incorporated | Chief Executive Officer | 2005–present | Led creation/scale of category-defining products (e.g., Gorilla Glass) and launched “Springboard” plan to add >$3B annualized sales by 2026 . |
| Corning Incorporated | Chairman of the Board | 2007–present | Combined CEO/Chair role with Lead Independent Director oversight; focuses board on critical strategic matters . |
External Roles
| Organization | Role | Years | Strategic Impact / Notes |
|---|---|---|---|
| Amazon.com, Inc. | Director | Current | Brings large-cap tech/customer insights to Corning . |
| Merck & Co., Inc. | Director | 2004–2020 | Healthcare/industrial board experience . |
| Corning Museum of Glass (CMOG) | Trustee | Current | Corning contributed ~$40.8M (cash and non-cash services) in 2024 to CMOG; Weeks serves on the CMOG board . |
| Alternative School for Math & Science (ASMS) | Spouse is Executive Head of School (unsalaried); Weeks’ spouse serves on board | Current | Corning contributed ~$346k cash and ~$1.7M non-cash in 2024; governance noted by company (no salary to spouse) . |
Fixed Compensation (CEO)
| Component (2024) | Amount / Detail |
|---|---|
| Base Salary (year-end base) | $1,643,200 . |
| Perquisites and Other (2024) | Aircraft usage $220,776; home security/financial counseling $160,945; company 401(k)/SIP matches $98,443; total “All Other Compensation” $497,310 . |
| Pension – Present Value (12/31/24) | Qualified plan $2,021,526; ESPP $23,454,569; total $25,476,095 . |
| Deferred Compensation Balance (12/31/24) | $10,974,135 . |
Performance Compensation
Short-Term Incentives (STI) – 2024 (CEO)
| Plan | Target | Metrics/Weighting | Actual Result | Payout |
|---|---|---|---|---|
| PIP (cash) | 150% of base salary | Corporate 50% (75% Core EPS, 25% Core Net Sales); Business 50% (Divisional: 25% Core Net Sales, 20% Core Gross Margin %, 30% Core NPAT, 25% Adjusted FCF) . | Corporate metrics achieved 200% (Core EPS +15.3% YoY to $1.96; Core Net Sales +6.5% to $14.5B); blended result drove 175% payout . | $4,313,400 . |
| GoalSharing (cash) | Generally 5% of base salary target | Corporate 25% (same as PIP) + Local unit 75% (avg >100 plans) . | Corporate 200%, local unit average 148.5% → 161.4% of target overall; CEO payout 8.07% of base salary . | $132,606 . |
Long-Term Incentives (LTI) – Design and 2024 Grants (CEO)
| Element | % of LTI Target | Metrics/Weight | 2024/Grant Detail | Vesting |
|---|---|---|---|---|
| Cash Performance Units (CPUs) | 25% | 70% Adjusted FCF, 30% Core Net Sales; 3-yr ROIC modifier ±10% . | 2024 CPU target $3,162,500 . | Payout in 2027 based on 2024–2026 performance + ROIC modifier . |
| Performance Stock Units (PSUs) | 45% | Same as CPUs; 3 one-year periods averaged; ±10% ROIC modifier . | 2024 PSUs target 174,242; 1/3 (58,081) recognized for 2024 metrics; grant-date FV $1,897,506 . | 2024 grant vests ~April 15, 2027; 2023 and 2022 cycles vest in 2026 and 2025, respectively . |
| Restricted Stock Units (RSUs) | 30% | Time-based (stock price aligned, no specific performance metric) . | 116,162 RSUs granted 4/1/2024, FV $3,795,013 . | Cliff vest after ~3 years (April 15, 2027) . |
LTI Performance Outcomes
| Period | CPUs/PSUs Annual Result | 3-Year Average Result | ROIC Modifier | Final Payout (of Target) |
|---|---|---|---|---|
| 2024 | 200% (Adjusted FCF and Core Net Sales at max) . | 2022–2024 average 102% . | -2.5% (50 bps ROIC improvement vs 90 bps target) . | 99.45% for 2022–2024 cycle . |
2024 Key Performance Drivers (Company)
- Core EPS $1.96 (+15.3% YoY), Core Net Sales $14.5B (+6.5%), Adjusted FCF $1.25B (+$0.37B), 1-year TSR +60.6% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/24) | 1,369,863 total beneficially owned shares (874,281 owned; 474,609 options exercisable within 60 days; 20,973 RSUs/PSUs vesting within 60 days); <0.5% of outstanding . |
| Options Outstanding (CEO) | 474,609 exercisable legacy options (strikes $19.65–$33.92/$27.03) with expirations 2027–2030; no new options since 2020 . |
| Unvested RSUs/PSUs (CEO) | RSUs unvested 616,366; PSUs (uneartned) 239,392; detailed award schedules/vest dates through April 2027 . |
| Ownership Guidelines | CEO 6x base salary; all directors/NEOs 5+ years in role are in compliance . |
| Anti-Hedging/Pledging | Hedging and pledging of company stock prohibited for directors and employees . |
| Pledging Status | As of 12/31/24, none of directors/executive officers had pledged shares . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Severance (without cause) – CEO (pre-2004 agreement) | Lump sum 2.99x (base salary + target bonus), up to 3 years of benefits, and optional principal residence purchase in the calendar year following termination (subject to six-month wait) . |
| Severance (without cause) – Other NEOs (post-2004 template) | Generally 2x (base + target bonus) or multiples of base salary depending on role; COBRA equivalent; outplacement; optional residence purchase (ranges disclosed) . |
| Change-in-Control (CoC) – Equity Treatment | On CoC, restrictions on RSUs lapse; options vest; CPUs/PSUs adjust for completed periods and assume 100% for incomplete periods, then vest immediately . |
| CoC – Severance (CEO) | Lump sum 2.99x; 3 years benefits; excise tax gross-up if applicable (subject to de minimis cutback threshold) . |
| CoC – Estimated Payouts (12/31/24) | CEO total benefits estimated at $84.5M (includes $12.57M cash severance; $41.62M share-based awards; $6.88M CPUs) . |
| Clawback | NYSE-compliant incentive compensation recovery policy adopted . |
Board Governance (Weeks as Director)
- Director since 2000; Chairs Executive Committee; only non-independent director; all other committees are fully independent .
- Combined CEO/Chair structure with strong Lead Independent Director (Dr. Stephanie A. Burns) and executive sessions at every board meeting; leadership structure reviewed annually .
- Board and committee attendance averaged 98% in 2024; policy requires all directors to attend annual meeting .
- Employee-director policy: CEO receives no additional director compensation .
Director Service, Committees, Independence, and Dual-Role Implications
- Committee memberships: Weeks chairs the Executive Committee; all other committees (Audit, Compensation & Talent Management, Finance, IT, Nominating & Governance) are independent-only .
- Independence: Only Weeks is non-independent; Lead Independent Director appointed when roles are combined; LID approves agendas, leads strategy/risk oversight, and holds executive sessions each meeting .
- Dual-role mitigation: Annual review of leadership structure; independent committee leadership; frequent executive sessions; active shareholder engagement .
Compensation Structure Analysis
- High at-risk pay: ~91% of CEO target compensation is variable and performance/stock-price linked; LTIs are 70% performance-based (CPUs/PSUs) and 30% time-based RSUs .
- Clear performance metrics: Company-wide focus on Core EPS, Core Net Sales, Adjusted FCF, with a 3-year ROIC modifier for LTI; metrics yielded max STI and annual LTI results in 2024, with the 3-year LTI cycle paying ~99% due to ROIC under-target .
- Governance features: Clawback policy; anti-hedging/pledging; robust stock ownership guidelines; independent compensation consultant (FW Cook) and annual risk assessment .
3-Year CEO Compensation (Summary)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive Plan ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 1,623,754 | 9,175,447 | 10,389,925 | 479,310 | 21,686,436 |
| 2023 | 1,580,000 | 11,355,517 | 1,968,325 | 394,116 | 15,627,653 |
| 2022 | 1,553,077 | 10,661,224 | 3,479,983 | 475,185 | 16,169,469 |
2024 CEO STI Detail
| Item | Value |
|---|---|
| Year-end base salary | $1,643,200 . |
| PIP target and payout | 150% target; 175% payout; $4,313,400 . |
| GoalSharing payout | 8.07% of base; $132,606 . |
Outstanding CEO Equity and Vesting
| Award Type | Quantity / Status | Key Dates |
|---|---|---|
| Options (exercisable) | 474,609 (strikes: $27.00; $27.03; $33.92; $19.65); expirations 2027–2030 . | 2017–2020 grants; no options granted since 2020 . |
| RSUs (unvested) | 616,366 total; includes 116,162 granted 4/1/2024 . | Cliff vest dates approx. April 15 of 2025/2026/2027 . |
| PSUs (earned, not yet settled) | 153,949 (2022 grant, vests 4/15/2025); 124,119 (2023 grant, vests 4/15/2026) . | Final vest subject to terms per cycle . |
| PSUs (target, unearned) | 65,150 (2023 cycle) and 174,242 (2024 cycle) . | 2026 and 2027 vesting subject to performance and ROIC modifier . |
Performance & Track Record (Selected 2024 Highlights)
- Implemented double-digit display glass price increases to maintain stable USD net income; targeting $900–$950M 2025 net income and ~25% net income margin in Display Technologies .
- Optical Communications growth: enterprise sales to record $2B (+49% YoY); multi-year supply agreements (e.g., AT&T >$1B) and AI data center-related fiber deployments (e.g., Lumen capacity reservation) .
- Capital returns: $6.6B returned to shareholders (dividends + buybacks) over last five years through 2024; dividend up 27.3% since 2020 .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: 88%; three‑year average: 90% .
- Broad 2024–2025 outreach to holders of ~52% of outstanding shares; engaged with ~38%; investors supportive of compensation design/metrics and board refreshment .
Compensation Peer Group (Benchmarking)
- Corning uses a diversified/innovation peer set (26 companies) to benchmark target pay; CEO target total direct comp was $16.8M vs peer median $17.5M and 75th percentile $20.0M in latest review .
Related Party / Governance Considerations
- CMOG contributions ~$40.8M in 2024; Weeks serves as trustee (context/visibility on arts/innovation collaboration) .
- ASMS contributions in 2024: ~$346k cash and ~$1.7M non-cash; CEO’s spouse is unsalaried executive head of school; company addresses governance context .
- Policy on related person transactions in place; no related party transactions requiring disclosure occurred in 2024 .
Risk Indicators & Red Flags
- Excise tax gross‑up for CEO in CoC context (grandfathered agreement) is shareholder‑unfriendly relative to newer agreements (no gross‑ups) .
- Personal aircraft and security perquisites are material (2024: $220,776 and $160,945) but capped and overseen by committee; company cites business rationale and policy limits .
- Mitigants: robust clawback, anti-hedging/pledging, strong ownership guidelines, independent oversight, and high at-risk pay mix .
Expertise & Qualifications
- 44 U.S. patents; extensive leadership across Corning’s innovation engine and market platforms; two decades as CEO with proven ability to commercialize new technologies and manage global operations .
Employment Terms (Selected Tables)
| Scenario (12/31/24) | CEO Estimated Cash Severance | Equity/CPU Acceleration | Benefits & Other | Total Estimated |
|---|---|---|---|---|
| Change‑in‑Control (qualifying termination) | $12,570,480 | $48,500,251 (share‑based + CPU) | $114,662 benefits; $0 gross‑up shown in table (gross‑up right exists) | $84,536,755 |
| Without Cause (no CoC) | 2.99x (base + target bonus) lump sum; benefits up to 3 years; optional home purchase | As per plan docs; no automatic acceleration disclosed outside CoC | Benefits continuation; optional residence purchase | N/A (formula terms) |
Investment Implications
- Pay-for-performance linkage is tight: 2024 max STI and annual LTI results reflect strong Core EPS/sales/FCF execution; three‑year LTI payout was trimmed by ROIC underperformance, signaling balanced metrics that can constrain payouts despite strong single‑year results .
- Alignment and retention: Significant unvested PSU/RSU overhang with known vest dates through April 2027 supports retention but may create periodic tax‑driven selling flows around vesting; anti‑hedging/pledging and 6x salary ownership guideline reduce misalignment risk .
- CoC economics: CEO’s grandfathered 2.99x cash + immediate equity vesting and excise tax gross‑up are generous versus current market norms—important for M&A scenario modeling and potential shareholder optics .
- Governance structure: Combined CEO/Chair is mitigated by a strong Lead Independent Director, fully independent committees, and high board attendance, which alleviates dual‑role concerns for many investors .
- Shareholder support: Consistently strong Say‑on‑Pay votes (88% in 2024; ~90% 3‑yr avg) and active engagement suggest low near‑term compensation‑related overhang .