Roger Byrd
EASTMAN KODAKAbout Roger Byrd
Roger W. Byrd serves as General Counsel, Secretary and Senior Vice President of Eastman Kodak Company (KODK). He had 9.68 years of credited service as of December 31, 2024, indicating long-tenured responsibility across legal, governance, and corporate affairs . Company performance during his recent tenure: 2024 revenue was $1.043 billion (-7% YoY), gross profit $203 million (19% margin, flat YoY), with print segment revenue down 11% and Advanced Materials & Chemicals up 6% . Pay-versus-performance disclosure shows company TSR improved (value of $100 investment rose to $141 in 2024 from $84 in 2023) and net income increased to $102 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Eastman Kodak Company | General Counsel, Secretary and Senior Vice President | 9.68 years credited service as of 12/31/2024 | Corporate governance, legal oversight; executes and signs SEC filings as company officer |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $323,868 | $323,868 | $323,868 |
| Target Bonus (%) | Not disclosed | Not disclosed | Not disclosed (EXCEL payouts suspended; discretionary awards used) |
| Actual Bonus Paid ($) | $0 | $32,500 | $113,750 |
| Stock Awards ($) | $0 | $214,000 | $47,866 |
| Option Awards ($) | $0 | $263,855 | $0 |
| Change in Pension Value ($) | $109,394 | $132,215 | $66,444 |
| Total Compensation ($) | $433,262 | $966,438 | $551,928 |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual incentive (2024) | Committee assessment of adjusted EBITDA vs Annual Commitment Plan; contributions to AMC growth and tariff petition process | Discretionary | Not disclosed | $113,750 paid to Byrd | Cash (no vesting) |
| RSUs (grant 3/26/2024; 10,474 units; $47,866 FV) | Time-based | N/A | N/A | Grant FV $47,866 | 1/3 on 3/26/2025, 3/26/2026, 3/26/2027, subject to continued employment |
| RSUs (grant 5/17/2023) | Time-based | N/A | N/A | 18,807 shares vested in 2024, value $89,365 | 1/3 on 5/17/2024, 5/17/2025, 5/17/2026; 8,333 vest 5/17/2025 |
| PSUs (grant 5/17/2023; 25,000 unearned) | Stock price VWAP > $4.71 across 20 trading days before vest date | N/A | $4.71 VWAP hurdle | 25,000 units potential; unearned at 12/31/2024 (valued $164,250) | Vest on 5/17/2026 contingent on performance & continued employment |
| Stock Options (grant 5/17/2023; $4.28 strike; split vesting) | Time-based and performance-based (VWAP > $4.71) | N/A | $4.71 VWAP hurdle for performance tranche | 8,333 time-vested exercisable; 16,667 unexercisable; separate 25,000 performance-vest options outstanding | Time-based: 1/3 on 5/17/2024, 5/17/2025, 5/17/2026; Performance-based: vest 5/17/2026 if VWAP hurdle met |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 243,163 common shares as of 3/25/2025; <1% of class (percentages <1% omitted) |
| Components and near-term vesting | Includes 8,333 RSUs vesting 5/17/2025 and presently exercisable or exercisable within 60 days options to purchase 181,867 shares |
| Unvested RSUs (as of 12/31/2024) | 16,667 RSUs; market value $109,502 |
| Unearned PSUs (as of 12/31/2024) | 25,000 PSUs; payout value $164,250 (subject to $4.71 VWAP) |
| Options outstanding (selected) | 15,000 @ $3.03 exp 2/19/2026; 10,000 @ $4.53 exp 2/19/2029; 10,000 @ $6.03 exp 2/19/2029; 10,000 @ $12.00 exp 2/19/2029; 30,457 @ $12.50 exp 9/13/2027; 89,744 @ $3.09 exp 1/15/2026; 8,333/16,667 @ $4.28 exp 5/17/2030; 25,000 @ $4.28 exp 5/17/2030 (perf) |
| Stock ownership guidelines | Senior Vice President: 2x base salary target; must hold 50% of net-settled shares until target met; hedging/pledging prohibited |
| Compliance status | Not disclosed in proxy |
| Insider trading policy | Windowed trading; event-specific blackouts possible; hedging and pledging prohibited |
| 2024 vesting activity | 18,807 shares vested; value $89,365 |
| Section 16 compliance note | One late Form 4 filed by Roger Byrd in 2023 (two transactions) |
Employment Terms
- Officer Severance Policy (applies to Byrd):
- Termination without cause or with good reason (including within two years post-change-in-control): cash severance equal to 100% annual base salary; modified accelerated vesting of equity grants (first tranche post-termination); eligibility for EXCEL award if earned .
- Termination for cause or resignation without good reason: no severance; unvested equity forfeited .
- Disability or death: continued vesting of equity per award terms .
- No single-trigger CIC cash payment; double-trigger required; equity acceleration may be at committee discretion under 2013 Incentive Plan .
| Scenario (as of 12/31/2024; stock at $6.57) | Cash Severance ($) | RSUs ($) | Stock Options ($) | Benefits/Perqs ($) | Total ($) |
|---|---|---|---|---|---|
| Termination without cause/with good reason | $325,000 | $54,748 | $54,748 | $4,500 (outplacement) | $438,996 |
| Termination for cause/without good reason | $0 | $0 | $0 | $0 | $0 |
| Voluntary resignation | $0 | $0 | $0 | $0 | $0 |
| Disability | N/A cash; equity continues per terms | $54,748 | $54,748 | $0 | $109,496 |
| Death | N/A cash | $54,748 | $54,748 | $100,000 life insurance | $209,496 |
Additional provisions:
- Clawback: company will seek recovery of erroneously awarded incentive comp for any current/former executive within 3 years preceding an accounting restatement (NYSE-compliant, no-fault) .
- Non-compete/Cooperation: severance arrangements incentivize refraining from competition and cooperation post-termination; release and non-disparagement required .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – $100 initial value | $175 | $101 | $66 | $84 | $141 |
| Net Income ($) | ($541,000,000) | $24,000,000 | $26,000,000 | $75,000,000 | $102,000,000 |
| Revenue ($) | — | — | — | — | $1.043B; -$74M YoY (-7%) |
| Gross Profit ($) and Margin | — | — | — | — | $203M; 19% margin |
Notable 2024 outcomes referenced for executive bonuses:
- Adjusted EBITDA exceeded the Annual Commitment Plan; continued profit and revenue growth; AMC investments; tariff petition process completion .
Compensation Peer Group (Benchmarking Context)
Kodak uses a cross-industry peer group for compensation decisions (updated in 2025) including Agfa-Gevaert, Ashland, Avient, Cabot, Ciena, Ecovyst, Element Solutions, H.B. Fuller, Minerals Technologies, Quad/Graphics, Quaker Chemical, Rayonier Advanced Materials, Stepan, Stratasys, Universal Display, Venator Materials .
Investment Implications
- Alignment: Byrd’s equity mix includes multi-year RSUs, performance-vest PSUs tied to share-price VWAP, and options with both time- and performance-vesting, which align incentives with TSR; hedging/pledging bans and SVP ownership guidelines strengthen alignment .
- Selling pressure/overhang: Near-term scheduled RSU vesting (May 17, 2025 and March 26, 2025) and a sizeable set of in-the-money, near-dated options (e.g., strikes $3.03–$6.03 expiring 2026–2029) could create periodic insider selling windows; monitor Form 4s around open windows .
- Retention risk: Severance provides only 1x base pay and modified acceleration (first tranche only), with double-trigger CIC protection; comparatively modest severance reduces “golden parachute” risk but may raise external poaching risk if market comp is higher .
- Red flags: One late Form 4 in 2023 is a minor process lapse; no tax gross-ups disclosed; clawback policy is NYSE-compliant; hedging/pledging prohibited, which mitigates alignment concerns .