Michael Sileck
EASTMAN KODAKAbout Michael E. Sileck, Jr.
Independent director of Eastman Kodak Company since May 2021; age 64. Former public-company CFO/COO with deep operating and financial leadership experience; currently President and owner of SeaAgri Solutions, LLC (since March 2020). Serves on Kodak’s Audit and Finance Committee and is designated an SEC “audit committee financial expert.” The Board has determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| World Wrestling Entertainment (WWE) | Chief Operating Officer and Chief Financial Officer | Jun 2005 – Dec 2008 | Senior operating and finance leadership in a public company context |
| Monster Worldwide | Chief Financial Officer | Mar 2002 – Mar 2005 | Public-company CFO experience |
| USA Networks (predecessor to IAC) | SVP & Chief Financial Officer | Sep 1999 – Feb 2002 | Media/tech finance leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SeaAgri Solutions, LLC | President & Owner | Mar 2020 – present | Private operator in agricultural/human consumption minerals |
| Various public and private companies | Director (unspecified) | Not disclosed | Proxy notes service on “numerous” boards; names not provided |
Board Governance
- Committee assignments: Member, Audit & Finance Committee; not a committee chair. Audit & Finance met 6 times in 2024; CNG Committee met 2 times.
- Financial expertise: Board determined Sileck is an “audit committee financial expert” under SEC rules.
- Independence and attendance: Independent under NYSE standards; in 2024, each director attended >75% of Board/committee meetings and all directors attended the May 15, 2024 annual meeting.
- Leadership structure: Chair and CEO roles combined; no Lead Independent Director—independent directors hold executive sessions with a rotating presiding director.
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director cash retainer for 2024 |
| Committee chair fee | $0 | No chair role for Sileck; chair fees are $20,000 for applicable roles |
| Total cash (2024 actual) | $90,000 | Per 2024 director comp table |
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Number of RSUs | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU | May 15, 2024 | 19,921 [unvested at 12/31/24] | $100,000 | Vests May 20, 2025 (day before 2025 AGM) | None disclosed (service-based vesting) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond Kodak |
| Committee roles elsewhere | Not disclosed |
| Interlocks/potential conflicts | None disclosed for Sileck; Board-level related-party arrangements exist with certain other directors/investors (e.g., KLIM designee; GO EK Ventures rights), overseen under the Related Party Transactions Policy. |
Expertise & Qualifications
- Former CFO/COO with over 20 years of financial and operational leadership; value creation and strategic transformation experience.
- Audit committee financial expert designation supports oversight of financial reporting, internal controls, and auditor independence.
Equity Ownership
| Holder | Beneficial Ownership (Common) | % of Class | Unvested RSUs | Options | Ownership Guidelines (3x cash retainer) | Compliance |
|---|---|---|---|---|---|---|
| Michael E. Sileck, Jr. | 127,861 shares (incl. RSUs) | <1% (omitted in table) | 19,921 | 0 | Directors must hold equity equal to 3x annual cash retainer within 5 years | All directors in compliance as of 12/31/2024 |
Additional alignment policies:
- Hedging/pledging: Directors prohibited from hedging or pledging Kodak stock.
Governance Assessment
- Strengths:
- Independent director with deep CFO/COO background; designated audit committee financial expert—supports rigorous financial oversight.
- Solid engagement norms: Board held 10 meetings in 2024; all directors >75% attendance and attended the 2024 annual meeting.
- Director pay balanced between cash and equity ($90k cash; $100k RSUs), with share ownership guidelines and anti-hedging/pledging policy enhancing alignment.
- Shareholder support context: 2024 say‑on‑pay received 95% approval, indicating generally favorable investor sentiment on compensation governance.
- Watch items / potential red flags (board-level context):
- Combined Chair/CEO and no Lead Independent Director may constrain independent oversight; rely on executive sessions with rotating presiders.
- Board includes investor/lender representation (e.g., KLIM nomination rights) and significant holders with historical rights (GO EK); related‑party dealings exist but are governed by formal policy and committee review.
Overall: Sileck brings heavyweight finance and operating discipline to the Audit & Finance Committee with “financial expert” status and no disclosed conflicts, a constructive signal for investors focused on controls and reporting integrity. Board structure and investor representation warrant ongoing monitoring, though mitigated by policies and committee oversight.