Kodak 2007 Annual Report Download - page 143

Download and view the complete annual report

Please find page 143 of the 2007 Kodak annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 215

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137
  • 138
  • 139
  • 140
  • 141
  • 142
  • 143
  • 144
  • 145
  • 146
  • 147
  • 148
  • 149
  • 150
  • 151
  • 152
  • 153
  • 154
  • 155
  • 156
  • 157
  • 158
  • 159
  • 160
  • 161
  • 162
  • 163
  • 164
  • 165
  • 166
  • 167
  • 168
  • 169
  • 170
  • 171
  • 172
  • 173
  • 174
  • 175
  • 176
  • 177
  • 178
  • 179
  • 180
  • 181
  • 182
  • 183
  • 184
  • 185
  • 186
  • 187
  • 188
  • 189
  • 190
  • 191
  • 192
  • 193
  • 194
  • 195
  • 196
  • 197
  • 198
  • 199
  • 200
  • 201
  • 202
  • 203
  • 204
  • 205
  • 206
  • 207
  • 208
  • 209
  • 210
  • 211
  • 212
  • 213
  • 214
  • 215

20
COMMITTEE MEMBERSHIP – BEGINNING FEBRUARY 26, 2008
Director Name Audit Committee
Corporate Responsibility
and Governance Committee
Executive Compensation
and Development Committee
Finance
Committee
Richard S. Braddock Member Chair
Timothy M. Donahue Member Chair
Michael J. Hawley Member Member
William H. Hernandez Chair Member
Douglas R. Lebda Member Member
Debra L. Lee Member Member
Delano E. Lewis Member Member
William G. Parrett Member Member
Hector de J. Ruiz Chair Member
Dennis F. Strigl* Member Member
Laura D’Andrea Tyson Member Member
* Mr. Strigl joined the Board on February 21, 2008.
EXECUTIVE COMPENSATION AND DEVELOPMENT COMMITTEE
The Compensation Committee is comprised of five members of the Board, all of whom are independent in accordance with the Board’s
Director Independence Standards, which standards reflect the NYSE’s director independence standards. The Compensation Committee
assists the Board in fulfilling its responsibilities in connection with the compensation of its executives and employees, including our Named
Executive Officers. It performs this function by overseeing the Company’s executive compensation strategy, overseeing the administration
of its executive compensation and equity-based plans, assessing the effectiveness of the Company’s executive compensation plans,
reviewing and approving the compensation of the Company’s CEO, and reviewing and approving the compensation of the Company’s
Named Executive Officers and other Section 16 Executive Officers. The entire Board reviews the Company’s succession plans for its CEO
and other key positions, and oversees the Company’s activities in the areas of leadership and executive development. The Compensation
Committee operates under a written charter adopted by the Board, which details the Compensation Committee’s duties and
responsibilities. A current copy of the Compensation Committee’s charter can be accessed at www.kodak.com/go/governance.
The full Board sets the compensation of the Company’s non-employee directors based on the recommendation of the Governance
Committee.
The Compensation Committee has delegated limited authority to the Company’s Chief Human Resources Officer to assist the
Compensation Committee with administration of the Company’s executive compensation and equity-based compensation plans. The Chief
Human Resources Officer is authorized to amend any executive compensation or equity-based compensation plan in which our Named
Executive Officers participate other than to materially increase the benefits accruing to a participant under the plan, increase the number of
shares available for issuance under the plan or substantially modify the requirements as to eligibility for participation. The Chief Human
Resources Officer has also been delegated the authority to amend award agreements under any executive compensation and equity-
based compensation plan other than to increase the benefits accruing to the participant and to determine the manner and timing of
payments under the Eastman Kodak Company 1982 Executive Deferred Compensation Plan (EDCP).
The Compensation Committee meets routinely throughout the year. It is the Compensation Committee’s policy to make most
compensation decisions in a two-step process to ensure sufficient deliberation. The Compensation Committee approves all compensation
and awards under the Company’s executive compensation plans for each of the Company’s Named Executive Officers. The Compensation
Committee also approves compensation levels for each component of total direct compensation following discussions and after review of
analyses and recommendations received from its independent compensation consultant and management, as it deems appropriate. The
CEO, Chief Human Resources Officer and Director of Global Compensation make recommendations regarding each compensation
element for the Named Executive Officers other than the CEO. The Compensation Committee’s independent compensation consultant and
the Director of Global Compensation present analyses and recommendations regarding CEO compensation to the Compensation
Committee in executive session.