Darren Richman

About Darren L. Richman

Darren L. Richman (age 53) has served on Kodak’s Board since April 2021 and is designated by Kennedy Lewis Investment Management (KLIM) pursuant to financing agreements; he is currently deemed an independent director under NYSE standards despite KLIM relationships considered by the Board . He is Co‑Founder and Managing Member of KLIM (since Nov 2017) and, since February 2025, CEO and President of Millrose Properties, Inc. (NYSE: MRP); earlier he was a Senior Managing Director at Blackstone/GSO (2006–2016), held special-situations roles at Goldman Sachs (1999–2003) and DiMaio Ahmad (2003–2006), and began his career at Deloitte in M&A services; he is a former CPA .

Past Roles

External Roles

Board Governance

• Independence: Board determined Richman is independent under NYSE and Kodak standards, after considering KLIM relationships and other related-party factors .
• Committee assignments (2024): Audit & Finance Committee member (Chair: Kathleen Lynch; other member: Michael Sileck); the committee met 6 times in 2024; the Compensation, Nominating & Governance Committee met 2 times (Richman is not a member) .
• Attendance/engagement: Board held 10 meetings in 2024; each director attended >75% of Board and committee meetings on which they served, and all directors attended the May 15, 2024 annual meeting .
• Board leadership: Combined Executive Chairman/CEO role; no Lead Independent Director; independent directors meet in executive session with a rotating presiding independent director .

Fixed Compensation

Performance Compensation

As of Dec 31, 2024, aggregate outstanding stock/option awards for Richman were zero (no unvested stock awards or vested options), consistent with his cash election .

Other Directorships & Interlocks

• Public company leadership: CEO/President of Millrose Properties, Inc. (NYSE: MRP) since Feb 2025 (outside role) .
• Prior public board: F45 Training Holdings Inc. (NYSE: FXLV) director (Oct 2020–Nov 2022) .
• Lender interlock: KLIM-affiliated funds are Kodak’s term-loan lenders; Board rights allow KLIM to nominate one director while holding ≥$200 million of principal under the Amended & Restated Term Loan Credit Agreement; Richman is KLIM’s managing member/control person and serves as Kodak director .
• Related-party economics: From Jan 1, 2024 to Mar 25, 2025, Kodak paid KLIM affiliate lenders ~$36.1 million of interest on the refinancing term loans .

Expertise & Qualifications

• Special situations/opportunistic credit, distressed investing, restructuring (Blackstone/GSO IC member) .
• Financial/accounting background; former CPA and AICPA member .
• Board and non-profit governance experience; capital markets and risk management exposure valuable for Audit oversight .

Equity Ownership

Governance Assessment

• Strengths

  • Creditor/investor expertise and distressed/restructuring skillset align with Kodak’s capital structure oversight; service on Audit & Finance Committee is additive to financial reporting and risk oversight .
  • Attendance and engagement: Board reports >75% attendance by each director and full attendance at the 2024 annual meeting, indicating baseline engagement .
  • Formal independence determination despite related-party considerations; presence of Related Party Transactions Policy overseen by the Compensation, Nominating & Governance Committee .

• Concerns and monitoring items

  • RED FLAG: Material related-party exposure via KLIM loans and ongoing interest payments (~$36.1M in 2024–Q1 2025) combined with KLIM’s nomination right while ≥$200M principal remains outstanding; this creates potential conflicts in capital allocation, refinancing, and covenant matters; continued recusal and robust committee oversight are essential .
  • Alignment mix: In 2024 Richman elected cash instead of the standard annual RSU award; while KLIM’s large equity stake provides indirect alignment, his personal director pay was 100% cash for 2024, reducing direct, time‑vesting equity linkage typically preferred for directors .
  • Time commitments: Concurrent public‑company CEO role at MRP as of Feb 2025 could increase bandwidth risks; no issues disclosed, but should be monitored for meeting attendance and committee workload sustainability .

• Contextual mitigants

  • Kodak prohibits director hedging/pledging; all directors comply with ownership guidelines, providing structural alignment .
  • The Board states each non‑management director is independent and uses executive sessions with a presiding independent to enhance oversight; no Lead Independent Director, however .

Board Governance Details (Reference)

Related-Party Exposure (KLIM) — Key Facts

• Financing: Original Term Loan Credit Agreement (Feb 26, 2021) with KLIM Lenders; refinanced on June 30, 2023; KLIM board nomination right persists while KLIM-affiliated funds hold ≥$200M principal .
• Payments: ~$36.1M interest paid to KLIM affiliate lenders from Jan 1, 2024–Mar 25, 2025 .
• Policy: Related Party Transactions Policy requires CNGC review/approval; directors recuse from items where they are related parties .

Director Compensation Detail (2024)

Summary Signals For Investors

• Positive: Deep credit/restructuring experience on Audit & Finance; robust attendance; substantial economic stake via KLIM funds; formal independence confirmed .
• Watch items: KLIM nomination rights and significant related-party interest expense create ongoing conflict optics; monitor recusals, refinancing decisions, and any deviations from standard director equity pay that could signal alignment issues .