Richard Michaels
EASTMAN KODAKAbout Richard Michaels
Richard T. Michaels is Chief Accounting Officer and Corporate Controller of Eastman Kodak Company, appointed in April 2021. He joined Kodak in 2004 and served as Assistant Corporate Controller from 2011–April 2021; prior experience includes various roles at PricewaterhouseCoopers from 1995–2004, and he is a Certified Public Accountant in New York . Michaels was age 50 as disclosed in the FY2023 Form 10-K’s executive officer roster . Company context during his tenure: FY2024 revenue was $1.043B (down 7% YoY) with gross profit of $203M and a 19% gross margin; Kodak’s 2024 “value of initial $100 investment” TSR metric was $141 and net income was $102M .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastman Kodak Company | Chief Accounting Officer & Corporate Controller | Apr 2021–Present | Principal Accounting Officer; signatures on SEC filings; oversight of accounting controls and reporting . |
| Eastman Kodak Company | Assistant Corporate Controller | 2011–Apr 2021 | Led consolidation and reporting; supported SOX compliance and audit coordination . |
| Eastman Kodak Company | Controller roles (Graphics Communications Group and other controller positions) | 2004–2011 | Business-unit controller; enhanced financial discipline in print operations . |
| PricewaterhouseCoopers | Various assurance/finance roles | 1995–2004 | External audit and reporting expertise foundational to controllership . |
External Roles
No external public company directorships or committee roles disclosed for Michaels .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $269,059 | $269,059 |
| Target Bonus % | 30% of base salary (SECP) | 30% of base salary (SECP) |
| Stock Awards ($ grant-date fair value) | $128,400 | — (none reported) |
| Option Awards ($) | — | — |
| Non-Equity Incentive Plan Compensation ($) | $72,091 (SECP) | $74,520 (SECP) |
| Change in Pension Value ($) | $112,752 | $63,288 |
| Total ($) | $582,302 | $406,767 |
Performance Compensation
SECP is the annual incentive plan for certain sales-related executives, with a single metric tied to Total Print Revenue and semi-annual payouts.
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| Mid-Year 2024 SECP | Total Print Revenue | 100% | $375.7M | $353.9M (94%) | $68,650 | Paid in July 2024 . |
| Full-Year 2024 SECP | Total Print Revenue | 100% | $759.5M | $698.6M (92%) | $74,520 (aggregate for the year) | True-up paid in Jan 2025; Michaels’ target opportunity is 30% of base salary ($81,000) . |
Long-term incentives and vesting details:
- RSUs typically vest in substantially equal installments on the first, second, and third anniversaries of the grant date, subject to continued employment .
- Michaels had 20,000 unvested RSUs outstanding at 12/31/2024 (market value $131,400 at $6.57/share) .
- In severance context, accelerated vesting would apply to the first tranche of his May 17, 2023 RSU grant (10,000 shares) .
RSUs vested and value realized:
| Metric | 2024 |
|---|---|
| Shares Acquired on Vesting (#) | 15,000 |
| Value Realized on Vesting ($) | $72,400 |
Equity Ownership & Alignment
| Item | 2024 (as of March 20, 2024) | 2025 (as of March 25, 2025) |
|---|---|---|
| Common Shares Beneficially Owned (#) | 23,423 | 27,722 |
| Ownership % of Common | <1% (omitted in table) | <1% (omitted in table) |
| Unvested RSUs (#) | 20,000 (12/31/2024) | — |
| Market Value of Unvested RSUs ($) | $131,400 (12/31/2024) | — |
Policies impacting alignment and selling pressure:
- Hedging and pledging are prohibited for executive officers; margin purchases/borrowing against Kodak stock are disallowed .
- Executive officer share ownership guidelines: CEO 5x salary; SVP 2x; VP & other officers 1x salary; 50% hold requirement on net-settled shares until guideline met . Individual compliance status for Michaels is not disclosed.
- Insider trading is permitted only within defined window periods and subject to blackout rules .
Employment Terms
Officer Severance Policy (double-trigger change in control; benefits only if involuntary termination within two years post-CIC) :
- Termination without Cause / with Good Reason: cash severance equal to 1x annual base salary ($270,000); modified accelerated vesting of equity grants; eligibility for EXCEL award if earned .
- Disability/Death: continued vesting of equity per award terms; death provides $100,000 life insurance; outplacement $4,500 on terminations without cause .
- No excise tax gross-ups on change-in-control benefits .
Severance payments estimate (12/31/2024 assumptions):
| Scenario | Cash Severance ($) | RSUs ($) | Benefits/Perqs ($) | Total ($) |
|---|---|---|---|---|
| Termination Without Cause/With Good Reason | $270,000 | $65,700 | $4,500 | $340,200 |
| Disability | — | $65,700 | — | $65,700 |
| Death | — | $65,700 | $100,000 | $165,700 |
Other governance and recoupment:
- Clawback policy (NYSE-compliant) to recover erroneously awarded incentive-based compensation following a required accounting restatement .
Related Party Transactions
- Michaels is the spouse of Ann Miller Michaels, Chief Sales Officer for Intivity, Inc.; Kodak paid Intivity approximately $606,000 in 2024 for business transactions. The relationship predates Michaels’ employment; he has no control or involvement with Kodak’s relationship with Intivity .
Expertise & Qualifications
- Certified Public Accountant (NY); deep controllership and reporting experience; principal accounting officer signatory on 10-K .
- 20.53 years of credited service as of 12/31/2024 under the KRIP pension plan; present value of accumulated benefit $450,784 .
Performance & Track Record
- SECP payout tied solely to Total Print Revenue; 2024 outcomes below target (full-year 92% of target; mid-year 94%), with Michaels’ total SECP payout of $74,520 .
- Company performance: 2024 revenue $1.043B (−7% YoY), gross profit $203M (19% margin), TSR indicator at $141; net income $102M .
Compensation Structure Analysis
- Year-over-year mix shift: Michaels had stock awards in 2023 ($128,400) but none in 2024; 2024 compensation primarily fixed salary and SECP payout, plus pension accruals .
- Incentives: Short-term incentive entirely tied to a single sales metric (Total Print Revenue) with a defined threshold/target/max; no multi-metric weighting disclosed for Michaels .
- Governance safeguards: Clawback, anti-hedging/pledging, double-trigger CIC, no excise tax gross-ups .
Equity Ownership & Alignment (Additional Detail)
Vesting schedule expectations:
- RSUs generally vest in three equal annual tranches; Michaels’ May 17, 2023 RSU grant features 10,000-share tranches (first tranche eligible for accelerated vesting in certain terminations) .
- 15,000 shares vested in 2024, indicating ongoing conversion of time-based equity into potential liquidity; monitor window periods for potential sells .
Say-On-Pay & Shareholder Feedback
- 2023 say-on-pay approval was 97%; board maintained program structure following strong support .
Investment Implications
- Alignment: SECP’s single-metric (Total Print Revenue) focus tightly links Michaels’ annual pay to Print segment sales—an area that declined 11% YoY in 2024—creating potential tension between incentive design and segment headwinds .
- Near-term supply: 20,000 unvested RSUs at YE2024 and standard three-year vesting cadence imply continued share delivery in 2025/2026; selling pressure risk is mitigated by insider trading windows and anti-hedging/pledging restrictions .
- Retention/CIC protection: One-times salary severance plus modified accelerated vesting and double-trigger CIC affords baseline protection; limited cash multiple suggests manageable retention cost for shareholders .
- Governance and controls: CPA credibility and long Kodak tenure (20.53 credited years) support execution quality in financial reporting; clawback and trading policies reduce governance risk .
- Related-party monitoring: Intivity transactions are disclosed and longstanding; low direct control by Michaels lowers conflict risk, but amounts merit continued oversight .