David Bovenzi
EASTMAN KODAKAbout David P. Bovenzi
David P. Bovenzi, age 53, is an independent director of Eastman Kodak Company, serving since August 2023. He is Chief Investment Officer of Grand Oaks Capital (since November 2016) and previously was Managing Director/Portfolio Manager at U.S. Trust/Bank of America Private Bank, overseeing high‑net‑worth portfolios and investment teams across the Northeast . The Board has determined he is independent under NYSE standards, notwithstanding his original appointment as a nominee of GO EK Ventures IV, LLC; he currently serves on the Compensation, Nominating and Governance Committee (CNG) . In 2024, the Board held 10 meetings and each director attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grand Oaks Capital | Chief Investment Officer | Nov 2016 – present | Leads investment strategy; capital markets, risk management and M&A expertise brought to KODK board |
| U.S. Trust / Bank of America Private Bank | Managing Director & Portfolio Manager | Prior to Nov 2016 (prior role) | Structured HNW portfolios; managed teams across the Northeast |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Private portfolio companies (Grand Oaks) | Director | Private company boards | Multiple private company directorships (not individually named) |
| George Eastman Museum | Investment Committee member | Non‑profit | Serves on investment committee |
| McQuaid Jesuit High School | Investment Committee Chair | Non‑profit | Chairs the investment committee |
Board Governance
- Independence status: The Board determined Mr. Bovenzi is independent under NYSE standards; it also considered his relationship to GO EK Ventures (Series C holder) and found it did not preclude independence .
- Committee assignments (2024): Member, Compensation, Nominating and Governance Committee (CNG); not a chair. CNG met 2 times in 2024; Audit & Finance met 6 times .
- Attendance: In 2024 the Board held 10 meetings; each director attended more than 75% of Board and committee meetings; all directors attended the May 15, 2024 annual meeting .
- Board leadership: Chairman and CEO roles are combined (Executive Chairman/CEO James V. Continenza). The company does not have a Lead Independent Director; independent directors meet in executive session with a rotating presiding independent director .
- Nomination history/interlock: Initially appointed 8/23/2023 pursuant to GO EK Ventures’ Series C board nomination right, which expired 2/26/2024. If dividends on Series C preferred are in arrears for six or more dividend periods, GO EK regains the right to nominate one director until arrearages are resolved .
Committee membership table (2024):
| Committee | Bovenzi Role | 2024 Meetings |
|---|---|---|
| Audit & Finance | — | 6 |
| Compensation, Nominating & Governance | Member | 2 |
Fixed Compensation (Director)
| Component | 2024 Amount/Terms |
|---|---|
| Cash retainer | $90,000 |
| Committee chair/Board chair fee | Not applicable (not a chair) |
| Equity retainer (RSUs) | $100,000 grant value; RSUs vest on May 20, 2025 (immediately before 2025 annual meeting) |
| Total | $190,000 |
| Election to receive RSAs in lieu of cash | Directors could elect RSAs vesting quarterly instead of cash retainer; no director elected this in 2024 |
Performance Compensation (Director)
| Equity Instrument | Grant date | Shares/Units | Vesting | Performance metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | May 15, 2024 | 19,921 | Vest May 20, 2025 (time‑based) | None (time‑based; no financial/ESG metrics) |
Other Directorships & Interlocks
| Entity | Nature | Details / Potential Interlock |
|---|---|---|
| GO EK Ventures IV, LLC | Significant shareholder (13.09% of common; 100% of Series C preferred) | Mr. Bovenzi was initially appointed under GO EK’s nomination right tied to Series C; right expired 2/26/2024. If Series C dividends are in arrears for six+ periods, GO EK reobtains a nomination right until arrearages are cured . |
| KLIM/Kennedy Lewis | Separate investor with board designee (Darren Richman) | KLIM maintains a nomination right while it holds ≥$200M principal of term loans; highlights broader investor representation on the Board (not specific to Bovenzi) . |
| Public company boards (Bovenzi) | — | No current public company directorships disclosed in profile . |
Expertise & Qualifications
- Investment strategy and management; capital markets; risk management; M&A; strategic planning; economics; corporate finance .
- Current CIO role and prior HNW portfolio leadership support finance and risk oversight on CNG .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common) | 35,749 shares as of March 25, 2025 (<1% of class) |
| Unvested director RSUs outstanding (12/31/2024) | 19,921 RSUs (vest May 20, 2025) |
| Stock ownership guidelines | Directors must hold 3x annual cash retainer; all directors were in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors under the Insider Trading Policy |
| Shares pledged as collateral | None disclosed for Mr. Bovenzi |
Governance Assessment
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Strengths
- Independent director with deep investment and capital markets expertise; serves on the CNG Committee overseeing governance, nominations, and director independence determinations .
- Attendance and engagement indicators solid: each director (including Mr. Bovenzi) attended >75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting .
- Director equity retainer and ownership guidelines (3x cash retainer) promote alignment; all directors were in compliance as of year‑end 2024; hedging/pledging is prohibited .
-
Watch items / potential risks
- RED FLAG: Initial appointment via GO EK Ventures’ nomination right tied to preferred stock; although the right expired in 2024, it can re‑activate if Series C dividends are in arrears for six or more periods, signaling potential large‑holder influence over board composition .
- Investor influence on board: separate KLIM nomination right remains while KLIM‑affiliated funds hold ≥$200M principal under the term loans; this can shape board dynamics alongside management’s combined Chair/CEO structure .
- No Lead Independent Director; independent directors hold executive sessions with a rotating presiding independent director, which may provide less continuity of independent board leadership compared to a formal lead independent role .
-
Related‑party exposure
- The “Certain Relationships and Related Transactions” section details dealings with GO EK (Series C) and KLIM (term loans/rights); no transaction involving Mr. Bovenzi personally was disclosed. The CNG Committee reviews and approves related‑party transactions under a written policy .
-
Director pay structure context
- Standardized retainer (cash + time‑vested RSUs) with no meeting fees and no chair premium for Mr. Bovenzi; structure is straightforward with clear vesting and no option awards in 2024 .
Notes:
- Director compensation, ownership, independence, committee roles, attendance, and related‑party policies/transactions are sourced from KODK’s 2025 DEF 14A. All amounts and dates as disclosed.