Terry Taber

About Terry Taber

Terry R. Taber is Chief Technical Officer and Senior Vice President, Advanced Materials & Chemicals at Eastman Kodak Company. He has 44.20 years of credited service at Kodak as of December 31, 2024, underscoring deep company-specific expertise and tenure . In 2024, Kodak’s consolidated revenues were $1.043B (down 7% YoY), with Advanced Materials & Chemicals revenue up $16M (+6%)—the segment Taber oversees—while gross margin held at 19% . For broader performance context, Kodak’s pay-versus-performance table shows a $100 initial investment equating to $141 in company TSR for 2024, alongside reported net income of $102M .

Past Roles

External Roles

• Not disclosed in latest proxy filings .

Fixed Compensation

• Base salary: $400,000 for 2024 (no change vs prior year) .

Multi-year compensation summary (Taber):

Key observations:

• 2024 cash-heavy mix (discretionary bonus) with no new stock awards for Taber; 2023 included RSUs/PSUs and option-value adjustments from expiration extensions approved that year .

Performance Compensation

Annual incentives:

• EXCEL (short-term incentive): Typically formulaic vs company metrics; no EXCEL payments made in 2024 given balance sheet priorities .
• 2024 discretionary bonuses: $155,000 for Taber recognizing contributions to exceeding adjusted EBITDA vs Annual Commitment Plan, AMC profit/revenue growth, and tariff petition process success .

Long-term incentives:

• 2023 RSUs: 50,000 units granted; vest in three equal installments on May 17, 2024/2025/2026 (subject to continued service) .
• 2023 PSUs: 50,000 units; cliff vest on May 17, 2026 if 20-day VWAP exceeds $4.71 (continued service required) .
• 2024: No new equity awards listed for Taber in 2024 (CEO/CFO/GC awards detailed) .

Detailed incentive design (current/recent):

Program safeguards:

• Clawback: NYSE-compliant recoupment policy for erroneously awarded incentive comp upon restatements .
• Hedging/pledging prohibited for executives .

Equity Ownership & Alignment

Beneficial ownership and equity detail:

• Total beneficial ownership: 338,490 common shares; percent of class omitted (<1%) per company’s convention for small holdings .
• Unvested equity at 12/31/24:
  • RSUs: 33,334 unvested units (from 2023 grant) .
  • PSUs: 50,000 unearned units (2026 VWAP performance hurdle) .
• Stock options exercisable (as of 12/31/24):
  • 36,927 @ $15.58 exp. 09/02/2026 .
  • 182,742 @ $12.50 exp. 09/13/2027 .
  • 37,038 @ $3.90 exp. 12/03/2028 .
• Reference price: $6.57 on 12/31/24 used by the company for RSU valuation disclosure; at that price, only the $3.90 strike series would be in-the-money while the higher-strike series would be out-of-the-money .

Upcoming vesting and potential selling pressure:

• RSUs: ~16,667 scheduled to vest on 5/17/2025 and 5/17/2026 (service-based) .
• PSUs: 50,000 cliff vest on 5/17/2026 conditional on $4.71 VWAP hurdle—could concentrate selling capacity if hurdle achieved .

Alignment policies:

• Executive share ownership guidelines: Senior Vice President = 2x base salary; 50% of net-after-tax vested shares must be held until guideline met .
• Hedging and pledging prohibited, supporting alignment and reducing counterparty risk .

Employment Terms

• Employment agreement: None; covered by Kodak’s Officer Severance Policy .
• Severance (without cause/with good reason, including qualifying termination within 2 years post-CIC):
  • Cash: One times total target cash compensation; estimated $540,000 at 12/31/24 .
  • Equity: Modified accelerated vesting (first tranche post-termination) per award terms .
  • EXCEL: Eligibility for prorated award if earned for year of termination .
• Restrictive covenants: Post-termination obligations include up to 18 months non-compete; one-year non-solicitation; confidentiality obligations per Employee’s Agreement .
• Perquisites: Company states it generally does not provide perquisites to NEOs .
• Pension/Deferred:
  • KRIP (cash-balance DB): Present value $520,207 at 12/31/24 .
  • KURIP (non-qualified; frozen): $58,593 payable lump sum at termination; Taber is the only NEO with a remaining KURIP benefit .

Additional Program Context (for benchmarking and governance)

• Compensation consultant: Lyons, Benenson & Company, Inc. advises the Committee .
• Peer group (condensed selection): Ashland, Avient, Cabot, Ciena, Ecovyst, Element Solutions, H.B. Fuller, Minerals Technologies, Quaker Chemical, Rayonier AM, Stepan, Stratasys, Universal Display, Venator, Quad/Graphics, Agfa-Gevaert .
• Say-on-pay: 95% approval at the 2024 annual meeting; no material program changes in 2024 in response .
• Clawback; hedging/pledging prohibitions; equity award policy prohibits backdating; awards generally not timed with disclosures .

Ownership & Equity Detail Table (as of 12/31/24)

Compensation Structure Analysis (signals)

• Increased cash weighting in 2024: No new Taber equity grants were disclosed for 2024; compensation included a discretionary cash bonus tied to adjusted EBITDA outperformance and AMC execution—this shifts mix away from long-dated equity vs 2023 .
• Performance equity with share-price hurdle: 2023 PSUs vest only if VWAP ≥ $4.71 by 5/17/2026, aligning payout with shareholder returns and creating an event-driven vesting catalyst .
• Option award modifications (2023): Company extended (then in some cases reinstated) option expirations; Taber’s legacy options reflect these amendments—governance-sensitive but disclosed with accounting impact in 2023 .

Investment Implications

• Alignment and retention: Substantial tenure (44+ years), equity holdings (338k shares), ownership guidelines, and hedging/pledging prohibitions support alignment; however, the 2024 shift to discretionary cash with no new Taber equity grants modestly reduces long-term incentive exposure vs 2023 .
• Upcoming supply windows: Service-based RSU tranches (May 2025/2026) and a 50k PSU cliff in 2026 (price-conditioned) could introduce periodic insider selling capacity; legacy options are largely out-of-the-money at the 12/31/24 reference price except the $3.90 strike series .
• Downside protections and risk: Severance equals one times target cash (est. $540k) with modified accelerated vesting and restrictive covenants (non-compete up to 18 months), which mitigates transition risk while limiting windfalls (double-trigger CIC for eligibility, no excise tax gross-ups) .
• Execution lens: AMC revenue growth (6% in 2024) amidst macro headwinds and tariff actions cited in incentive rationales tie Taber’s domain leadership to operating results; investors should monitor AMC’s contribution to consolidated margins and the achievement path for the 2026 PSU hurdle .