Kathleen Lynch
EASTMAN KODAKAbout Kathleen B. Lynch
Independent director of Eastman Kodak Company since May 2021; age 59. Former COO and Group Managing Director of UBS Wealth Management Americas and UBS Americas Holding LLC (2013–2018), following 25 years in leadership roles at Merrill Lynch/Bank of America across global markets, investment banking, and research . At Kodak, Lynch serves as Chair of the Audit and Finance Committee and is deemed independent under NYSE standards . In 2024, each director attended more than 75% of Board and committee meetings, and all directors, including Lynch, attended the May 15, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UBS Wealth Management Americas; UBS Americas Holding LLC | Chief Operating Officer and Group Managing Director | Feb 2013 – May 2018 | Led strategy execution, operations, technology, transformation initiatives, and crisis management focus |
| Merrill Lynch/Bank of America | Various leadership roles (global markets, investment banking, global research) | ~25 years (prior to 2013) | Senior leadership across risk/talent management and regulatory matters |
| Depository Trust & Clearing Corporation (DTCC) | Director | Apr 2017 – Mar 2022 | Board service at premier post-trade market infrastructure |
External Roles
| Organization | Public/Private | Role | Start date | Committees |
|---|---|---|---|---|
| UBS Americas Holding LLC (subsidiary of UBS Group AG) | Private subsidiary board | Director | Jul 2016 | Audit & Finance; Cyber Technology Forum; Governance, Oversight & Sustainability |
| Millrose Properties, Inc. (NYSE: MRP) | Public | Director | Feb 2025 | Audit; Compensation |
Board Governance
- Independence: The Board determined Lynch is independent under NYSE and Kodak standards .
- Committee assignments: Chair, Audit and Finance Committee (6 meetings in 2024) .
- Board attendance: In 2024, the Board met 10 times; each director attended >75% of applicable meetings. All directors attended the May 15, 2024 annual meeting .
- Board leadership: CEO also serves as Chair; there is no Lead Independent Director. Independent directors meet in executive session with a rotating presiding independent director .
- Risk oversight: Audit & Finance oversees financial reporting, internal controls, compliance, and receives enterprise risk assessment results annually .
Fixed Compensation (Director)
| Year | Cash Retainer ($) | Committee Chair Fee ($) | Equity Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|---|---|
| 2024 | 90,000 | 20,000 | RSUs | May 15, 2024 | 19,921 | 100,000 | Vest May 20, 2025 (day before 2025 AGM) |
| 2024 reported totals | Fees earned $110,000; Stock awards $100,000; Total $210,000 |
- Deferred compensation: Lynch elected to defer the 19,921 RSUs granted on May 15, 2024 into the Director Deferred Compensation Plan (phantom stock account) .
- Director stock ownership guideline: 3× annual cash retainer; as of Dec 31, 2024, all directors were in compliance .
Performance Compensation
- No performance-based components are disclosed for non-employee director compensation; director equity is time-vested RSUs, not PSU/TSR-based awards .
Other Directorships & Interlocks
| Entity | Role | Interlock/Notes |
|---|---|---|
| Millrose Properties, Inc. (NYSE: MRP) | Director since Feb 2025 | Interlock: Kodak director Darren L. Richman became CEO & President of MRP in Feb 2025, creating an external overlap with a fellow Kodak director . |
| UBS Americas Holding LLC | Director since Jul 2016 | Subsidiary board of UBS Group AG; not a public company board . |
- Independence context: Despite external overlaps elsewhere on the Board (e.g., KLIM designee), the Board determined Lynch is independent .
Expertise & Qualifications
- Skills cited: strategy execution and development, risk and talent management, regulatory expertise; leadership across wealth management, operations, technology, and global markets; experience leading major transformation and digital platform initiatives; crisis management focus .
- Audit oversight: Chairs Audit & Finance; all committee members are independent; committee includes an SEC-defined financial expert (Michael E. Sileck, Jr.) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 25, 2025) | 29,921 shares; includes 19,921 RSUs vesting May 20, 2025; <1% of outstanding |
| Unvested director RSUs at 12/31/2024 | 19,921 |
| Phantom stock (deferred director RSUs) | 45,440 units credited to account |
| Ownership guidelines | Director requirement: 3× annual cash retainer; in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
Governance Assessment
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Strengths
- Independent director chairing Audit & Finance, signaling strong oversight of financial reporting and controls; committee met 6× in 2024 and issued its report to include audited financials in the 2024 10-K .
- High engagement: each director >75% attendance; full Board attended 2024 annual meeting .
- Pay alignment: meaningful equity component ($100k RSUs) with optional deferral into phantom stock increases long-term alignment; director ownership guideline compliance achieved .
- Shareholder support environment: 2024 say-on-pay approval at 95% suggests strong investor confidence in compensation governance broadly .
- Robust governance policies: majority voting in uncontested elections; clawback policy; prohibitions on hedging and pledging .
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Watch items / potential red flags
- No Lead Independent Director while CEO is Board Chair—places greater burden on committee chairs (including Lynch) and executive sessions to provide independent oversight .
- External interlock: Shared outside affiliation at Millrose Properties (MRP) between Lynch (director) and Kodak director Richman (CEO/President). While not a related-party transaction at Kodak, analysts should monitor for any potential information flow or alignment issues if Kodak/MRP relationships ever arise .
- Related-party environment: Proxy discloses a related-party employment (CEO’s son) at Kodak; not related to Lynch but underscores the need for strong Audit & Finance oversight of such matters .
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Independence and conflicts
- The Board explicitly affirms Lynch’s independence; no Lynch-specific related party transactions were disclosed in the “Certain Relationships and Related Transactions” section .
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Attendance and engagement
- 2024 Board meetings: 10; committee meetings: Audit & Finance 6, CNG 2; each director >75% attendance; all attended 2024 AGM .
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Compensation summary and alignment
- 2024 director pay mix: ~$110k cash (incl. $20k chair fee) and $100k in RSUs; annual grant vests just before next AGM; Lynch elected to defer RSUs into phantom stock, reinforcing holding behavior .