Jason New
EASTMAN KODAKAbout Jason New
Jason New, age 56, has served on Eastman Kodak Company’s Board since September 2013 and is currently determined independent under NYSE standards. He is Vice Chairman of Investment Banking at Lazard Inc. (joined January 2024) and brings deep distressed investing and restructuring expertise, with prior senior roles at GSO/Blackstone, Onex Credit, Credit Suisse/DLJ, and legal training at Sidley Austin LLP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Inc. | Vice Chairman, Investment Banking | Jan 2024–present | Senior advisory in investment banking; governance relevance via transaction expertise |
| NovaWulf Digital Management, LP | Co-Founder & Managing Partner | 2021–2023 | Digital assets investing; restructuring and special-situations experience |
| Onex Credit (Onex Corp.) | CEO | Apr 2020–Dec 2021 | Led credit investing; operational and governance oversight |
| The Blackstone Group / GSO Capital Partners | Senior Managing Director; Head of Special Situation Investing | 2005–Dec 2019 | Complex transactions, distressed finance; significant restructuring experience |
| Credit Suisse (Distressed Finance Group) | Senior member | 2000–2005 | Distressed finance expertise |
| Donaldson, Lufkin & Jenrette (DLJ) | Restructuring Group member | 1999–2000 | Corporate restructuring engagement |
| Sidley Austin LLP | Associate, Corporate Reorganization | Pre-1999 | Legal training underpinning governance and risk management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TeraWulf Inc. (Nasdaq: WULF) | Director | Nov 2021–Dec 2023 | Digital asset technology firm; public board experience |
| Lazard Inc. | Vice Chairman, Investment Banking | Jan 2024–present | External executive role; not a Kodak transaction counterparty per disclosures |
Board Governance
- Independence: The Board determined Jason New is independent under Kodak’s Director Independence Standards and NYSE rules .
- Committee assignments: Member, Compensation, Nominating and Governance (CNG) Committee; not a chair. The committee met 2 times in 2024; Audit & Finance met 6 times .
- Attendance: In 2024, each director attended more than 75% of Board and committee meetings; all directors attended the May 15, 2024 annual meeting .
- Board leadership: Combined Executive Chairman/CEO; no Lead Independent Director. Independent directors meet in executive session, with a rotating independent presiding director .
- Governance practices: Restrictions on hedging/pledging for directors; majority voting policy in uncontested elections; clawback policy adopted consistent with NYSE .
Fixed Compensation
| Component | 2024 Amount | Vesting/Timing | Notes |
|---|---|---|---|
| Annual cash retainer | $90,000 | Quarterly | Standard non-employee director retainer |
| Committee chair fee | $0 | — | Applies only to chairs (Audit/Compensation chairs receive $20,000); New is not chair |
| Equity (annual RSUs) | $100,000 | Vest on May 20, 2025 | 2024 RSUs granted at annual meeting; Jason New elected to defer these RSUs |
| Additional RSUs (recognition) | $102,108 | Fully vested (Mar 26, 2024) | Immediate vest in recognition of Board contributions |
Performance Compensation
| Award Type | Grant Date | Shares/Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs | May 15, 2024 | 19,921 RSUs | Vest May 20, 2025 | None; time-based only |
| RSUs (recognition) | Mar 26, 2024 | $102,108 | Immediate vest | None; discretionary recognition |
| Options (outstanding, vested) | — | 37,579 options | Vested; exercise per terms | N/A (options represent potential alignment) |
No director-specific bonus, PSU metrics, or option repricings for Jason New are disclosed. Director equity is primarily time-based; no TSR/financial hurdles are attached to director awards .
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock | Governance relevance |
|---|---|---|---|
| TeraWulf Inc. | Former public company director | Nov 2021–Dec 2023 | Adds public board experience in technology/mining |
| Blackstone/GSO | Shared firm with Kodak director Darren Richman (former Sr. MD at Blackstone 2006–2016) | Overlapping senior tenure at Blackstone/GSO | Potential network familiarity; no related-party transaction disclosed involving New |
Expertise & Qualifications
- Distressed investing, restructuring, complex transactions; creative financial solutions and strategies applicable to manufacturing turnarounds .
- Legal background supporting governance and risk management oversight .
- Skills matrix spans corporate finance, M&A, and special situations—valuable for Kodak’s strategic evolution .
Equity Ownership
| Category | Quantity | Status | Notes |
|---|---|---|---|
| Common shares beneficially owned | 145,502 | Beneficial | Includes equity and options as defined by SEC rules |
| Unvested RSUs | 19,921 | Vest May 20, 2025 | Annual grant; deferred into phantom stock account |
| Vested stock options | 37,579 | Exercisable | As of Dec 31, 2024 |
| Phantom stock (Deferred Comp Plan for Directors) | 45,440 | Deferred | Elected deferral of 2024 RSUs |
| Ownership % of common shares | — | <1% | Omitted percentages <1% per disclosure |
| Hedging/Pledging | Prohibited | Policy applies to directors | Insider Trading Policy bans hedging/pledging |
| Director ownership guidelines | 3x cash retainer | Compliant | All directors in compliance as of Dec 31, 2024 |
Compensation Committee Analysis (relevant to New’s committee role)
- Committee composition: Katz (Chair), Bovenzi, New—all independent per NYSE .
- Independent advisor: Lyons, Benenson & Company, Inc. engaged; independence assessed, no conflicts identified .
- Scope: Oversees executive and director compensation, nominations, independence determinations, and related-party transaction reviews per charter .
Governance Assessment
-
Strengths:
- Independent director; significant restructuring expertise and legal training enhance oversight in special situations .
- Compliance with director ownership guidelines; deferred RSUs increase long-term alignment .
- Board policies prohibit hedging/pledging and adopt majority voting and clawback—shareholder-friendly governance .
-
Watch items / potential red flags:
- No Lead Independent Director; combined Chair/CEO structure concentrates authority, placing more weight on independent director vigilance .
- CNG Committee met only 2 times in 2024; given broad responsibilities (compensation, nominations, related-party oversight), cadence merits monitoring .
- Discretionary immediate-vest RSUs granted to Katz and New in 2024; while recognition-based, investors often scrutinize non-standard director equity grants .
- Significant related-party financing with KLIM exists at the company level (Richman-related); no disclosure implicates New, but CNG oversight remains critical .
No related-party transactions involving Jason New were disclosed in 2024–2025 filings .
Board Governance Details
| Item | Disclosure |
|---|---|
| Independence | Independent under NYSE and Kodak standards |
| Committee | Compensation, Nominating and Governance (member) |
| Meetings (2024) | Board: 10; Audit & Finance: 6; CNG: 2; >75% attendance for each director |
| Annual meeting | All directors attended May 15, 2024 |
| Lead Independent Director | None; executive sessions chaired by selected independent director |
Director Compensation Summary (Jason New, 2024)
| Category | Amount |
|---|---|
| Fees earned/paid in cash | $90,000 |
| Stock awards | $102,108 (incl. recognition RSUs) |
| Total | $190,000 |
Related Policies
- Restrictions on hedging and pledging for directors and officers .
- Majority Vote Policy in uncontested elections (irrevocable resignation if not receiving majority support, subject to Board decision) .
- Clawback policy compliant with NYSE standards (executive incentive compensation recoupment) .
- Director deferred compensation plan (RSU/retainer deferral to phantom stock) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 95% support; Board maintained NEO compensation structure .
Notes
- This report focuses on director-specific governance and alignment factors for Jason New based on Kodak’s 2025 proxy statement and related disclosures. No SEC Form 4 insider trading data for Jason New was disclosed in the proxy; investors should monitor Form 4 filings for transactional updates .