Jim Continenza
EASTMAN KODAKAbout Jim Continenza
James V. Continenza, age 62, is Executive Chairman and Chief Executive Officer of Eastman Kodak Company; he joined the Board in April 2013, became Chairman in September 2013, was appointed Executive Chairman in February 2019, and became CEO in July 2020 . In 2024, Kodak generated $1.043 billion of revenue (down $74 million year over year) with gross profit of $203 million and 19% gross margin, framing the operating backdrop for CEO pay decisions . Pay-versus-performance shows cumulative TSR of $141 from a $100 base since 2019 and reported 2024 net income of $102 million, while “compensation actually paid” to the CEO was $9.2 million, highlighting alignment to equity value realization and multi-year awards . The company recorded strong support on say‑on‑pay (95% approval in 2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vivial Inc. | Chairman & CEO | Sep 2012 – Jun 2021 | Led transformation of marketing technology and communications operations |
| Vivial Media LLC | Chairman & CEO | Jun 2021 – Jan 2022 | Continued post-transaction leadership of remaining business |
| NII Holdings (Nextel Brazil) | Director | Aug 2015 – Aug 2019 | Oversight during restructuring of wireless services provider |
| Datasite LLC (Merrill Corp.) | Director | Jul 2013 – Dec 2020 | Governance through brand transition and divestitures |
| Cenveo Corporation | Director | Sep 2018 – Sep 2022 | Value creation and publishing transformation oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Wildcat Discovery Technologies, Inc. | Director | Current | Kodak designee tied to preferred securities investment; battery materials R&D |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 996,516 | 996,516 | 996,516 |
| Target Annual Incentive (% of Salary) | 125% (per CEO Employment Agreement) | 125% | 125% |
| Actual Annual Bonus ($) | — | 2,000,000 | 1,250,000 |
Performance Compensation
| Award / Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| PSUs granted 3/26/2024 (367,647) | Not disclosed | Annual Commitment Plan (FY24, FY25, FY26) | FY24 ACP achieved | First tranche earned/banked; shares vested 2/20/2025 | 1/3 each in Feb 2025, Feb 2026, Feb 2027 subject to ACP and continued employment |
| RSUs granted 11/29/2024 (172,414) | — | Time-based | — | — | 1/3 on 11/29/2025, 11/29/2026, 11/29/2027, service-based |
| RSUs granted 3/26/2024 (213,171) | — | Time-based or immediate (Committee recognition) | — | Immediate vest approved for certain recognition grants | If time-based: equal installments over 3 years; Committee approved immediate vest in recognition of 2023 contributions |
2024 CEO bonus drivers cited: adjusted EBITDA exceeded the Annual Commitment Plan, profit and revenue growth, investments in Advanced Materials and Chemicals, cGMP pharma facility build‑out, and tariff petition success .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,150,801 shares; equals 4.99% due to ownership cap in agreement |
| Ownership components | 1,734,034 common shares; 117,977 vested PSUs not yet settled; 3,800,000 presently exercisable options |
| Options outstanding (key tranches) | Grants from 2019 and 2020; multiple strikes ($3.03, $4.53, $6.03, $12.00), expirations as early as 2/19/2026 and 2/19/2029 (some expirations amended then reinstated) |
| Unvested equity (12/31/2024) | RSUs: 100,000 (2/26/2022), 200,000 (2/26/2023), 392,671 (11/29/2023), 172,414 (11/29/2024); PSUs: 367,647 (3/26/2024); market values computed at $6.57/share |
| 2024 vesting activity | 709,506 shares vested; value realized $3,447,620 |
| Hedging/pledging | Prohibited for directors and executive officers |
| Ownership guidelines | CEO: 5x base salary; must retain 50% of net‑settled shares until target met |
| Clawback policy | No‑fault recoupment of erroneously awarded incentive compensation upon required restatement; three‑year lookback |
Employment Terms
| Provision | CEO Employment Agreement (11/29/2023) |
|---|---|
| Term | Initial 3‑year term; auto‑renewal for successive 2‑year periods via notice/negotiation |
| Base salary | $1,000,000 |
| Annual incentive | Up to 125% of salary; determined by Committee with discretion, considering CEO and Company performance vs Annual Commitment Plan |
| Annual RSU grant | $2.5 million value; half time‑based over 3 years, half performance‑based over 3 years (Committee‑defined goals) |
| Special cash bonus | $2,000,000 if term loan debt reduced to ≤$300 million before 11/29/2026 and cash ≥$200 million (Committee discretion) |
| Severance (no cause/good reason) | 2x salary + 2x target annual incentive; earned but unpaid prior‑year bonus; pro‑rated current‑year bonus; payment of banked performance‑vesting RSUs; 24 months of company‑paid health benefits |
| Definitions | Good Reason/Cause detailed; includes breach, material diminution, pay issues, remote work refusal (Good Reason); various misconduct and material breaches (Cause) |
| Non‑solicit | 12 months post‑termination (employees and customers) |
| CIC benefits | None (no CIC cash payment) |
| Option exercise cap | May not exercise 2019/2020 options if it would push beneficial ownership above 4.99% |
Board Governance
- Board service history: Director since April 2013; Chairman since September 2013; Executive Chairman since February 2019; CEO since July 2020 .
- Board leadership: Combined Chair and CEO; Board cites unified oversight and strong leadership; no Lead Independent Director; independent directors meet in executive session with rotating presiders .
- Committee roles: Two standing committees—Audit & Finance (Chair: Lynch; members: Richman, Sileck) and Compensation, Nominating & Governance (Chair: Katz; members: Bovenzi, New). CEO attends CNGC meetings but is absent for discussions/votes on his compensation .
- Attendance: Board held 10 meetings in 2024; each director attended >75% of Board and committee meetings; all directors attended the May 15, 2024 annual meeting .
- Independence: All non‑management directors are independent under NYSE standards; the CEO/Executive Chairman is the sole employee director .
Director Compensation
- Employee directors (e.g., CEO/Executive Chairman) receive no additional director compensation .
Compensation Peer Group (for benchmarking)
| Peer Companies |
|---|
| Agfa‑Gevaert NV; Ashland Inc.; Avient Corporation; Cabot Corporation; Ciena Corporation; Ecovyst Inc.; Element Solutions Inc.; H.B. Fuller Company; Minerals Technologies Inc.; “Quad/Graphics, Inc.”; Quaker Chemical Corporation; Rayonier Advanced Materials Inc.; Stepan Company; Stratasys Ltd.; Universal Display Corporation; Venator Materials PLC |
- Approach: Targeting market/peer median as a reference; not strictly pegged to specific percentile; peer group updated in 2023 and 2025 for relevancy .
Related Party Transactions (select items)
- CEO’s son employed as Global Commercial Counsel since July 2021; 2024 cash compensation ~$233,956; equity grants in 2023/2021 with vesting described .
- KLIM/Director Darren Richman: Term Loan agreements and board nomination rights; $36.1 million interest paid to KLIM affiliate lenders (Jan 1, 2024–Mar 25, 2025) .
- GO EK Ventures/Thomas Golisano: Series C preferred stock; dividends in‑kind added 72,954 shares (Jan 1, 2024–Mar 25, 2025); board nomination rights expired .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 95%; no material changes to NEO compensation resulting from vote .
Performance Snapshot
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR (Value of $100 invested) | 175 | 101 | 66 | 84 | 141 |
| Net Income ($) | (541,000,000) | 24,000,000 | 26,000,000 | 75,000,000 | 102,000,000 |
| Revenue ($B) | — | — | — | — | 1.043 |
| Gross Profit ($M) | — | — | — | — | 203 |
| Gross Margin (%) | — | — | — | — | 19% |
Compensation Structure Analysis
- Cash vs equity mix: CEO package combines fixed salary with sizable annual equity (RSUs/PSUs), and discretionary annual incentive up to 125% of salary . 2024 cash bonus of $1.25 million was awarded despite EXCEL plan payments being withheld for most NEOs, reflecting Committee discretion and ACP outperformance .
- Shift in instruments: Recent years emphasized RSUs/PSUs; no new option grants to NEOs in 2024 (options previously granted in 2019/2020) .
- Performance metrics: PSU vesting tied to Annual Commitment Plan by fiscal year; 2024 ACP achievement confirmed, triggering vesting of first tranche .
- Clawback and ownership: Robust clawback and strict hedging/pledging prohibitions support alignment .
Investment Implications
- Alignment and retention: Significant unvested RSUs/PSUs and an option stack, plus a 4.99% exercise cap, align CEO incentives with long‑term equity value while limiting concentration; ownership guidelines reinforce continued skin‑in‑the‑game .
- Pay‑for‑performance: The 2024 bonus was linked to ACP and operational milestones; PSUs hinge on ACP each fiscal year, offering a clearer tie than historic EXCEL payments, which were largely paused in recent years .
- Governance risk: Combined Chair/CEO without a Lead Independent Director elevates independence concerns; however, independent directors meet in executive session and committee structures provide oversight . Related‑party ties (family employment, financing partners with board rights) merit monitoring but are governed by formal policies/procedures .
- Performance trajectory: TSR improved materially in 2024; net income trends strengthened versus prior years; revenue declined modestly with stable gross margin, placing emphasis on 2025–2026 ACP delivery to unlock PSU value and validate transformation strategy .