Kodak 2010 Annual Report Download - page 146

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• Reviewed and approved changes in the Board’s Corporate Governance Guidelines to reflect the Board’s role in succession
planning and the development of senior management talent;
• Reviewed and approved amendments to the Committee’s charter to account for the Committee’s role in shareholder outreach;
• Reviewed the independence of our directors under the rules of the SEC and NYSE and the Board’s Director Independence
Standards;
• Initiated and monitored a program to seek feedback from institutional shareholders and proxy advisory firms on a range of
corporate governance and executive compensations topics and received regular reports from management on such discussions;
• 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 and approved the Company’s 2011 Charitable Contributions Budget; and
• Oversaw the Board’s annual performance review.
Executive Compensation and Development Committee — 8 meetings in 2010
The Executive Compensation and Development Committee (the “Compensation Committee”) is comprised of eight 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, 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 long-term equity incentive compensation 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/committees.
The full Board sets the compensation of the Company’s non-employee directors based on the recommendation of the Governance
Committee.
In the past year, the Executive Compensation and Development Committee:
• Reviewed the executive compensation strategy, goals and principles of the Company;
• Received updates and took actions based on the Company’s discussions with institutional investors and proxy advisory firms;
• Reviewed and approved the compensation recommendations for the Company’s Section 16 Executive Officers, including new
Section 16 Officers;
• Reviewed Tally Sheets for the components of the Named Executive Officers’ compensation;
• Granted and certified awards under the Company’s executive compensation plans;
• Determined not to award equity grants to executives under the annual long-term incentive compensation program during 2010,
consistent with the intention described in the 2010 proxy statement;
• Revised the Board’s policy concerning our CEO’s use of corporate aircraft for personal reasons to require our CEO to reimburse
the Company for any such use in excess of $100,000, under a time-sharing agreement;
• Amended the Company’s Executive Protection Plan to remove excise tax gross-up and walk-away provisions;
• Amended the Company’s 2005 Omnibus Long-Term Compensation Plan (“Omnibus Plan”), to eliminate the single trigger
provision associated with performance shares and to explicitly prohibit the use of cash buyout for stock options;
• Approved the severance arrangements relating to the departure of a Named Executive Officer;
• Reviewed the results of a risk assessment of the Company’s executive compensation plans;
• Completed an evaluation of the Committee’s own performance;
• Updated the Committee Charter; and
• Reviewed and updated the equity awards policy to document, going forward, the timing of annual equity grants.
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