Philippe Katz
EASTMAN KODAKAbout Philippe D. Katz
Independent director since February 2019 (board observer September 2013–February 2019), age 63. Katz is a long-tenured private investor with board and C-suite roles across investment and real estate entities, and serves on Berkshire Bancorp’s board. Core credentials cited by KODK include expertise in investing, finance, capital markets, risk management, and corporate strategy, with substantial experience as a major shareholder affiliate. He is the son-in-law of Moses Marx and a managing member/officer across K.F. Investors LLC, Momar Corp., Marneu Holding Company, United Equities Commodities Company, and 111 John Realty Corp.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Equities Commodities Company | Partner | Since Feb 1995 | Private investment; capital markets, risk management |
| Momar Corp. | Director and Officer | Since May 2010 | Private investment; governance oversight |
| Marneu Holding Company | Partner | Since Feb 2007 | Private investment; corporate finance |
| 111 John Realty Corp. | Director and Officer | Since Dec 1995 | Property management; operations oversight |
| K.F. Investors LLC | Managing Member | Since Mar 2007 | Investment management; significant shareholder affiliate |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Berkshire Bancorp, Inc. | Director | Since Jun 2013 | Current public company directorship |
Board Governance
- Independence: Board determined Katz is independent under NYSE standards and KODK Director Independence Standards, despite his affiliations with entities that are beneficial owners of KODK stock. The Board concluded these relationships do not preclude independence from management.
- Committee assignments:
- Chairs the Compensation, Nominating and Governance Committee (CNGC)
- Not a member of the Audit and Finance Committee
- Committee meetings in 2024: Audit & Finance (6), CNGC (2)
- Attendance: Board held 10 meetings in 2024; each director attended more than 75% of Board and applicable committee meetings; all directors attended the May 15, 2024 annual meeting. Executive sessions are chaired by an independent director selected by the independents; the Board has no Lead Independent Director.
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 90,000 | Paid quarterly |
| Committee chair fee (CNGC) | 20,000 | Chair premium |
| Equity retainer (annual RSUs) | 100,000 | Granted at 2024 annual meeting; vesting before 2025 meeting |
| Total retainer (full-year) | 210,000 | Standard director package |
| Fees earned or paid in cash (actual 2024) | 110,000 | Retainer + chair fee |
| Stock awards (actual 2024) | 102,530 | Annual RSUs + fully vested RSUs recognition grant |
| Total (actual 2024) | 210,000 |
- Director ownership guidelines: 3× annual cash retainer; all directors, including Katz, were in compliance as of December 31, 2024.
- Hedging/pledging: Prohibited for directors (insider trading policy).
Performance Compensation
| Grant Type | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting / Terms |
|---|---|---|---|---|
| Annual Director RSU | May 15, 2024 | 19,921 | 100,000 (equity value for annual grant) | Vest on May 20, 2025 (day before 2025 AGM) |
| Fully vested RSU (recognition) | Mar 26, 2024 | Not disclosed | Included in 2024 stock awards total $102,530 | Immediate vesting approved by CNGC |
- Deferred compensation: Katz elected to defer the 19,921 RSUs granted on May 15, 2024 to the Directors’ Deferred Compensation Plan (phantom stock).
Other Directorships & Interlocks
| Entity | Relationship | Notes |
|---|---|---|
| K.F. Investors LLC; Momar Corp.; Marneu Holding Co.; United Equities Commodities Co.; 111 John Realty Corp. | Officer/partner/director; managing member | Entities are part of a Section 13(d) “group” with 10,537,451 KODK shares beneficially owned; Katz may be deemed to have indirect beneficial ownership through positions with these entities. |
| Relationship to Moses Marx | Son-in-law | Marx holds direct/indirect stakes across group entities referenced above. |
- Independence assessment considered Katz’s affiliate relationships and deemed them non-preclusive; ongoing related-party oversight governed by KODK’s Interested Transactions Policy.
Expertise & Qualifications
- Investing, finance, corporate strategy; capital markets and risk management experience deemed important to KODK’s business.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Total beneficial ownership (common) | 10,722,493 shares; 13.27% | Includes direct, options, RSUs, and indirect group holdings per SEC rules |
| Direct common shares | 170,026 | Held directly by Katz |
| Presently exercisable options (common) | 45,095 | Vested, exercisable as of Mar 25, 2025 |
| Unvested RSUs (director grant) | 19,921 | Vest May 20, 2025 |
| Phantom stock (deferred director RSUs) | 105,950 | Directors’ Deferred Compensation Plan |
| Group beneficial ownership (K.F. Investors et al.) | 10,537,451 shares (group) | Katz may be deemed to have indirect beneficial ownership via positions in group entities |
| Pledging | Prohibited | Insider trading policy prohibits pledging/hedging by directors |
Governance Assessment
- Positive signals:
- Independent director with extensive finance/investing background; chairs CNGC overseeing governance, nominations, and executive/director pay; committee can hire independent compensation consultants (Lyons Benenson engaged; independence assessed with no conflicts). Attendance thresholds met; structured clawback and ownership policies in place.
- Director compensation balanced between cash and equity; ownership guidelines complied with.
- Restrictions on hedging/pledging; majority voting for directors; robust related-party review procedures.
- Potential red flags:
- Significant beneficial ownership and deep affiliations with entities collectively holding ~13% of common stock (plus group 5% owners), including family ties to Moses Marx—heightens potential conflict-of-interest risk; requires ongoing vigilance via Interested Transactions Policy and recusal protocols.
- No Lead Independent Director; combined Chair/CEO structure relies on executive sessions for independent oversight.
- Shareholder sentiment context:
- 2024 say‑on‑pay support was 95% (for NEO compensation), indicating broad shareholder acceptance of compensation practices overseen by CNGC.
Board Governance (Detail)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation, Nominating and Governance | Chair (Katz) | 2 |
| Audit and Finance | Not a member | 6 |
| Board (overall) | Independent director | 10 (each director >75% attendance; all attended 2024 AGM) |
Director Compensation (Detail)
| Item | 2024 Value ($) |
|---|---|
| Fees earned/paid in cash | 110,000 |
| Stock awards | 102,530 |
| Total | 210,000 |
Related Party Transactions & Controls
- Policy: CNGC reviews “interested transactions” >$100,000 involving directors/5% holders; related parties may not participate in approvals; ongoing monitoring. Pre‑approved categories specified (employment, standard services, competitive bids, etc.).
- Reported RPTs 2024–2025: KLIM financing and board rights (Richman/KLIM), GO EK Ventures Series C preferred (Golisano) with board nominee rights, Paychex services (Golisano), Intivity (spouse of CAO). No RPTs disclosed with Katz’s entities.
Overall, Katz’s deep ownership and affiliated positions are a governance sensitivity that the Board acknowledges and mitigates via independence determinations, RPT policies, and committee structures. His chair role on CNGC and consistent attendance support board effectiveness; however, continued monitoring for conflicts and transparent recusal in any transactions involving affiliated entities is warranted.