Kodak 2010 Annual Report Download - page 164

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• Effective January 1, 2011, the Company placed limitations on the non-business use of corporate aircraft by Mr. Perez, such that
the Company will provide this perquisite at a maximum level of $100,000 annually. Mr. Perez is responsible for payment of costs
associated with his non-business use of the aircraft over this threshold under a time-sharing agreement.
In addition, the Company continues to enforce the following compensation policies, which have been in place for several years:
• Share ownership guidelines, in which our Section 16 Officers are required to retain Company stock at specified levels, expressed
as a multiple of base salary (see page 45 of this Proxy Statement).
• A recoupment (or “clawback”) policy, under which the Company will require reimbursement of bonuses paid to Named Executive
Officers under certain circumstances (see page 45 of this Proxy Statement).
• Compensation Committee principles of engagement, in which the Committee retains the services of a compensation consultant
(see page 21 of this Proxy Statement).
• An equity award policy, which governs grant dates for equity awards and the methodology by which equity values are measured
(see page 46 of this Proxy Statement).
• A policy on qualifying compensation, pursuant to which the Committee considers the deductibility of executive compensation
under Section 162(m) of the Internal Revenue Code (see pages 46 – 47 of this Proxy Statement).
COMPENSATION PHILOSOPHY AND PROGRAM
Our executive compensation program consists of: 1) base salary; 2) annual variable pay; 3) long-term equity incentives; and 4) indirect
compensation elements that include limited perquisites, retirement, severance, and change in control arrangements. Our Named Executive
Officers are also eligible to participate in the benefit plans and programs that are generally available to our employees. In 2010, our Named
Executive Officers were:
1) Antonio M. Perez, Chairman & Chief Executive Officer (CEO),
2) Antoinette P. McCorvey, Senior Vice President (SVP) and Chief Financial Officer (CFO),
3) Philip J. Faraci, President and Chief Operating Officer (COO),
4) Pradeep Jotwani, President, Consumer Digital Imaging Group (CDG), Chief Marketing Officer (CMO) and Senior Vice President
(SVP), and
5) Joyce P. Haag, Senior Vice President (SVP) and General Counsel (GC).
Our Named Executive Officers for 2010 also included Frank S. Sklarsky, former Executive Vice President and Chief Financial Officer.
The Committee has oversight responsibility for the Company’s executive compensation strategy and regularly reviews the Company’s
executive compensation philosophy and principles, which provide a framework for the Company’s executive compensation program. In
2010, the Committee reaffirmed the following philosophy and principles:
Overall Philosophy
Principles
A significant portion of each executive’s
compensation is variable, with a positive correlation
between the amount of variable compensation and
the executive’s level of responsibility.
Leverage all elements of market competitive total compensation to drive
profitable growth and shareholder value consistent with our Company values.
Align interests of executives with those of
shareholders, through long-term variable equity
incentives and share ownership expectations.
Provide an affordable overall compensation opportunity that attracts, motivates
and retains world-class executive talent critical to the success of the
Company’s short-term and long-term goals.
Aggregate target total direct compensation
opportunity should, on average, be at a competitive
median level.
Design variable compensation plans to be highly results based, such that
realized compensation varies above or below target based on achievement of
goals and changes in shareholder value, while balancing risk.
Performance goals and metrics are established to
drive key operational and strategic imperatives of the
Company’s business plan.