Kodak 2003 Annual Report Download - page 100

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Proxy Statement
100
adopted “Director Qualification Standards.” The Director Qualification Standards are attached as an appendix to the Company’s Corporate Governance
Guidelines, which are attached as Exhibit III. These standards specify the minimum qualifications that a nominee must possess in order to be considered
for election as a director. If a candidate possesses these minimum qualifications, the Committee, in accordance with the Director Selection Process
described in the next section, will then consider the candidate’s qualifications in light of the needs of the Board and the Company at that time, given the
then current mix of director attributes.
Director Selection Process
As provided in the Company’s Corporate Governance Guidelines, the Corporate Responsibility and Governance Committee seeks to create a diverse and
inclusive Board that, as a whole, is strong in both its knowledge and experience. When identifying, screening and recommending new candidates to the
Board for membership, the Corporate Responsibility and Governance Committee follows the procedures outlined in its “Director Selection Process.” The
Director Selection Process is attached as an appendix to the Company’s Corporate Governance Guidelines, which are attached as Exhibit III. The
Corporate Responsibility and Governance Committee generally uses the services of a third-party executive search firm when identifying and evaluating
possible nominees for Director.
Director Compensation
Review
In late 2003, the Corporate Responsibility and Governance Committee began a review of the Director Compensation Program. A description of this review
is contained in the Committee’s report on page 115. As a first step in this process, the Committee developed a set of Director Compensation Principles.
These principles, which are aligned with the Company’s executive compensation principles, are also described in the Committee’s report on page 115.
The Committee anticipates making a recommendation to the Board concerning the results of its study in the first quarter of 2004. The following
describes the Board’s compensation program as presently in effect:
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.
Mr. Braddock receives 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 an interest-bearing account. Eight
current directors deferred compensation in 2003. 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 partici-
pate in the program.
Personal Umbrella Liability Insurance
The Company provides $5,000,000 of personal liability insurance to each non-employee director. This coverage terminates on December 31 of the year
in which the director terminates service on the Company’s Board.
Travel Accident Insurance
The Company provides each non-employee director with $200,000 of accidental death and $100,000 of dismemberment insurance while traveling to or
attending Board or Committee meetings.