Kodak 2009 Annual Report Download - page 171

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• Recommended to the Board that the Company’s By-laws be amended to provide for the majority voting of directors in
uncontested elections;
• Discussed best practices and evolving developments in the area of corporate governance;
• Reviewed and approved amendments to the Committee’s charter;
• Reviewed and approved changes to the Company’s Director Independence Standards to comply with the NYSE Listing
Standards;
• Reviewed and approved changes to the Directors’ Deferred Compensation Plan to comply with Section 409A of the Internal
Revenue Code (Section 409A);
• Met with the Company’s Chief Diversity Officer to review the Company’s progress against the Diversity Advisory Panel’s 2004
recommendations;
• Prepared and conducted an evaluation of the Governance Committee’s own performance, discussed the results of the evaluation
and prepared an action plan from these discussions to further enhance the Committee’s performance;
• Reviewed the Company’s Health, Safety and Environment strategies;
• Reviewed and approved the Company’s 2010 Charitable Contributions Budget; and
• Oversaw the Board’s annual performance review.
Executive Compensation and Development Committee — 8 meetings in 2009
The Executive Compensation and Development Committee assists the Board in: overseeing the Company’s executive compensation
strategy; overseeing the administration of its executive compensation and equity-based compensation plans; reviewing and approving the
compensation of the Company’s CEO; overseeing the compensation of the Company’s Section 16 Executive Officers; approving
compensation levels for each component of total direct compensation; and overseeing the Company’s activities in the areas of leadership
and executive development. A detailed list of the Executive Compensation and Development Committee’s functions is included in its
charter, which can be accessed at www.kodak.com/go/committees.
In the past year, the Executive Compensation and Development Committee:
• Determined the compensation arrangements for our Chairman and CEO, Antonio M. Perez;
• Reviewed and approved an amendment to the employment agreement of Mr. Perez;
• Reviewed the executive compensation strategy, goals and principles of the Company;
• Reviewed the results of a risk assessment of the Company’s executive compensation plans;
• Approved a mid-year salary reduction for all Section 16 Executive Officers coincident with a series of cost savings initiatives
implemented by management due to the continued global economic downturn;
• Approved the severance arrangements relating to the departure of a Named Executive Officer;
• Updated the Company’s share ownership guidelines for Section 16 Executive Officers;
• Completed an evaluation of the Committee’s own performance;
• Reviewed and approved the compensation recommendations for the Company’s Section 16 Executive Officers;
• Reviewed Tally Sheets for the components of the CEO’s and the Named Executive Officers’ compensation; and
• Granted and certified awards under the Company’s executive compensation plans.
The Executive Compensation and Development Committee is also referred to as the “Compensation Committee” in this Proxy Statement.
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
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 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 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 2009, neither the
Compensation Committee nor the Company engaged other consultants or advisors to advise in determining the amount or form of
executive compensation. The consultant does not provide any services other than executive compensation consulting to Kodak.