Kodak 2002 Annual Report Download - page 98

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Proxy Statement
93
Committee Membership
Corporate Executive
Director Audit Responsibility and Compensation and Finance
Name Committee Governance Committee Development Committee Committee
Richard S. Braddock X X*
William M. Bradley X X
Martha Layne Collins X X
Timothy M. Donahue X X
William H. Hernandez X X
Durk I. Jager XX*
Debra L. Lee X* X
Delano E. Lewis X X
Paul H. O’Neill XX
Hector de J. Ruiz X* X
Laura D’Andrea Tyson X X
*Chairman
MEETING ATTENDANCE
The Board held a total of eleven meetings in 2002. Each director attended at least 76% of the meetings of the Board and committees
of the Board on which the director served. The average attendance by all directors was over 90%.
DIRECTOR COMPENSATION
Annual Payments
Non-employee directors receive:
• $65,000 as a retainer, at least half of which must be taken in stock or deferred into stock units;
• 2,000 stock options; and
• reimbursement of out-of-pocket expenses for the meetings they attend.
The employee director receives no additional compensation for serving on the Board.
A change in the timing of the annual stock option grant to the non-employee directors was approved by the Board of Directors in
October 2002. In order for it to coincide with the Company’s annual management stock option grant, this grant will now be made in
the fourth quarter, rather than the first quarter, of each year. As a result of this change, two grants were made in 2002; one in
January 2002 and the other in November 2002. The next stock option grant to the Company’s non-employee directors will be awarded
in the fourth quarter of 2003.
Mr. Braddock will receive a retainer of $100,000 per year for his services as presiding director in addition to his annual retainer as
a director.
Deferred Compensation
Non-employee directors may defer some or all of their compensation into a phantom Kodak stock account or into a phantom interest-
bearing account. Four current directors deferred compensation in 2002. In the event of a change in control, the amounts in the
phantom accounts will generally be paid in a single cash payment.
Life Insurance
The Company provides $100,000 of group term life insurance to each non-employee director. This decreases to $50,000 at retirement
or age 65, whichever occurs later.
Charitable Award Program
This program, which was closed to new participants effective January 1, 1997, provides for a contribution by the Company of up to
$1,000,000 following a director’s death to a maximum of four charitable institutions recommended by the director. The individual
directors derive no financial benefits from this program. It is funded by self-insurance and joint life insurance policies purchased by
the Company. Mr. Braddock and Gov. Collins continue to participate in the program.