Kodak 2007 Annual Report Download - page 144

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With respect to the Company’s performance-based plans, management, including the CEO, CFO, Chief Human Resources Officer and
Director of Global Compensation, proposes performance goals. The CEO and Chief Human Resources Officer are involved in formulating
recommendations to the Compensation Committee on award levels for each Named Executive Officer for the upcoming performance year,
with the exception of award levels for the CEO. Management develops these performance targets considering the Company’s strategic
and operational imperatives for the year and its executive compensation strategy and goals. Generally, the performance targets and
individual award targets for the Company’s annual variable cash bonus plan are reviewed and approved by the Compensation Committee
within the first 90 days of each calendar year. The performance targets of the Company’s long-term incentive plans for the new
performance cycle are reviewed and approved by the Compensation Committee within the first 90 days of each calendar year while annual
stock option grants and allocations for the Leadership Stock Program for the next performance cycle are generally established in
December of the prior year. Throughout the year, the Compensation Committee reviews projections for achievement of each plan’s
performance targets.
Role of Compensation Consultant
To assist the Compensation Committee in evaluating the Company’s executive compensation plans, the Compensation Committee
engaged an independent compensation consultant, Frederic W. Cook & Co., Inc., to advise it directly. The Compensation Committee’s
independent compensation consultant attends Compensation Committee meetings on a regular basis and provides the Compensation
Committee with market information and analysis with respect to establishing executive compensation practices that are in line with the
Company’s executive compensation strategy and goals. The independent compensation consultant is also asked to confirm that the
Company’s executive compensation goals continue to be aligned with best practices.
The Company’s Chief Human Resources Officer and others directly involved with the Company’s executive compensation programs
routinely consult with and seek advice from the Compensation Committee’s independent compensation consultant regarding the design,
competitiveness, operation and administration of our executive compensation programs and practices that fall within the scope of the
Compensation Committee charter. In 2007, neither the Compensation Committee nor the Company engaged other consultants or advisors
to advise in determining the amount or form of executive compensation. The Compensation Committee’s independent compensation
consultant does not provide any services other than executive compensation consulting to Kodak.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The following directors served on the Compensation Committee during 2007: Martha Layne Collins, Timothy M. Donahue, Douglas R.
Lebda, Hector de J. Ruiz and Laura D’Andrea Tyson. There were no Compensation Committee interlocks between the Company and other
entities involving the Company’s executive officers and directors.
GOVERNANCE PRACTICES
Described below are some of the significant governance practices that have been adopted by our Board.
Presiding Director
Our Board created the position of Presiding Director in February 2003. The Board has designated Richard S. Braddock its Presiding
Director. The primary functions of the Presiding Director are to: 1) ensure that our Board operates independently of our management; 2)
chair the meetings of the independent directors; 3) act as the principal liaison between the independent directors and the CEO; and 4)
assist the Board in its understanding of the boundaries between Board and management responsibilities. A more detailed description of
the Presiding Director’s duties can be found at www.kodak.com/go/governance.
Meeting Attendance
Our Board has a “Director Attendance Policy.” A copy of this policy is attached as an appendix to our Corporate Governance Guidelines,
which can be accessed at www.kodak.com/go/governance. Under this policy, all of our directors are strongly encouraged to attend our
annual meeting of shareholders.
In 2007, the Board held a total of nine meetings. Each incumbent director attended at least 75% of the meetings of the Board and
committees of the Board on which the director served. Nine of our directors attended our 2007 annual meeting.
Executive Sessions
Executive sessions of our non-management directors are chaired by our Presiding Director.
If all of our non-management directors are not independent, the independent members of our Board will meet in executive session at least
once a year. Our Presiding Director will chair these meetings.
In 2007, all of our non-management directors were independent. They met in executive session three times.