Kodak 2000 Annual Report Download - page 103

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31
applies to approximately 24 senior executives, all of whom have either satisfied or are on track to satisfy the
requirements.
Chief Executive Officer Compensation
Mr. Carp was named Chief Executive Officer on January 1, 2000. Coincident with this promotion, the
Company entered into an agreement with Mr. Carp concerning his compensation. The terms of this agreement
are described on page 25. Below is a description of Mr. Carp’s compensation for 2000.
Base Salary: Mr. Carp received a base salary of $1,000,000 as required under his agreement with the
Company.
Short-Term Bonus: The Committee used the results of the management appraisal process to determine the
CEO’s short-term bonus for 2000. Mr. Carp’s award is listed in the Summary Compensation Table on page 20.
Based primarily on the Company’s inability to achieve its financial goals, the Committee awarded Mr. Carp a
short-term bonus well below his target award.
Stock Options: In March of 2000, the Committee awarded Mr. Carp his target award of 100,000 shares under
the Company’s management stock option program.
Performance Stock Program: Based on the Company’s financial performance over the three-year period
ending in 2000, Mr. Carp did not receive an award for the 1998-2000 performance cycle.
Election as Chairman: On December 7, 2000, the Board elected Mr. Carp its Chairman. As a result of this
promotion, the Committee reviewed Mr. Carp’s compensation. The Committee did not adjust Mr. Carp’s base
salary of $1,000,000. The Committee did, however, increase Mr. Carp’s target award under the short-term
bonus plan from 105% to 145% of base salary and under the management stock option program from 100,000
to 140,000 shares. To recognize Mr. Carp’s promotion, the Committee granted him, effective January 12,
2001, a stock option award of 160,000 shares and an award of 20,000 shares of restricted stock.
Leadership and Development
The Committee reviewed the Company’s leadership and organization development plans, as well as the
Company’s profiles for succession candidates. It also discussed the Company’s leadership and development
strategies. These are designed to provide leaders capable of creating effective organizations and executing
business strategies that will drive the success of the Company. In addition, the Committee reviewed diversity
activities and goals as part of the Company’s diversity program.
Company Policy on Qualifying Compensation
Under Section 162(m) of the Internal Revenue Code, the Company may not deduct certain forms of
compensation in excess of $1,000,000 paid to any of the named executive officers that are employed at
yearend. The Committee believes that it is generally in the Company’s best interests to comply with Section
162(m). The Committee also believes, however, that there may be circumstances in which the Company’s
interests are best served by maintaining flexibility, whether or not compensation is fully deductible under
Section 162(m).
Richard S. Braddock, Chairman
Alice F. Emerson
Durk I. Jager
John J. Phelan, Jr.