DEF 14A of Eastman Kodak Co, Apr 5, 2024

DEF 14A of Eastman Kodak Co

Filed Apr 5, 2024 · FY20230001140361-24-018157

Open on EDGAR

  1. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our By-laws require us to have at least five but no more than 13 directors. The number of directors, which is set by the Board, is currently seven. Mr. Continenza, our Executive Chairman and Chief Executive Officer, is the only director who is an employee of the Company. The following directors are standing for re-election, having been elected at the 2023 Annual Meeting of Shareholders (2023 Annual Meeting), and have been recommended for nomination by the Compensation, Nominating and Governance Committee: James V. Continenza, Philippe D. Katz, Kathleen B. Lynch, Jason New, Darren L. Richman and Michael E. Sileck, Jr. In addition to those standing for re-election, David P. Bovenzi will be standing for election and has been recommended for nomination by the Compensation, Nominating and Governance Committee. Mr. Bovenzi was appointed by the Board following B. Thomas Golisano’s resignation on August 23, 2023 as the successor designee of GO EK Ventures IV, LLC (GO EK Ventures). All nominees have consented to serve if elected. Mr. Richman has served on the Board since April 2021 and is a designee of Kennedy Lewis Investment Management LLC (KLIM). In connection with debt financing we obtained from Kennedy Lewis Capital Partners Master Fund LP (KLIM Fund I) and Kennedy Lewis Capital Partners Master Fund II LP (KLIM Fund II and, collectively with KLIM Fund I, the KLIM Lenders) pursuant to the Credit Agreement among the Company, the KLIM Lenders, as lenders, and Alter Domus (US) LLC, as administrative agent (the Term Loan Credit Agreement), we agreed to appoint an individual designated by KLIM as a Board member at or prior to the 2021 Annual Meeting of Shareholders. Under the relevant agreement, KLIM had the right to nominate one director at each subsequent shareholder meeting until the earlier to occur of (i) February 26, 2024 or (ii) KLIM affiliated funds ceasing to hold at least 50% of the original principal amount of the term loans and commitments under the Term Loan Credit Agreement. On June 30, 2023, we entered into an amendment to the Term Loan Credit Agreement (the Amended and Restated Term Loan Credit Agreement) and amended the terms of KLIM’s director nomination right (the Board Rights Agreement Amendment). Under the Board Rights Agreement Amendment, KLIM’s right to nominate one individual for election as a member of the Board will last until the date on which KLIM affiliated funds cease to hold at least $200 million of the principal amount of term loans. Mr. Bovenzi was initially appointed to the Board on August 23, 2023 pursuant to the terms of the Series C Preferred Stock Purchase Agreement (the Series C Purchase Agreement) dated as of February 26, 2021, between the Company and GO EK Ventures, whereby GO EK Ventures has the contractual right to nominate one director to the Board. This nomination right expired on February 26, 2024. Following February 26, 2024, if dividends on the Series C preferred stock are in arrears for six or more consecutive or non-consecutive dividend periods, GO EK Ventures will be entitled to nominate one director at the Annual Meeting and all subsequent shareholder meetings until all accumulated dividends on such Series C preferred stock have been paid in full in the form of additional shares of Series C preferred stock or the liquidation preference has been increased by the amount of any unpaid dividends, at which time any such director serving on the Board shall resign. The foregoing nomination rights will automatically terminate upon GO EK Ventures ceasing to directly or indirectly hold at least a majority of the shares of the Series C preferred stock purchased or the common stock received upon the conversion of such shares. Such nomination rights are exclusive to GO EK Ventures and do not transfer with the Series C preferred stock. If elected, all of the nominees for director will serve a one-year term or until their successors are duly elected and qualified. Information about the director nominees is provided in the section entitled “Board of Directors and Corporate Governance” in this Proxy Statement. If a nominee is unable to stand for election, the Board may reduce the number of directors or choose a substitute. If the Board chooses a substitute, the shares represented by proxies will be voted for the substitute. If a director retires, resigns, dies or is unable to serve for any reason, the Board may reduce the number of directors or elect a new director to fill the vacancy. Director nominees are elected by a majority of votes cast. Each director nominee who receives more “FOR” than “AGAINST” votes cast for his or her election will be elected. If a director nominee receives a greater number of votes “AGAINST” his or her election than votes “FOR” such election, the Board will decide whether to accept the irrevocable letter of resignation the nominee submitted as a condition of being nominated to the Board in accordance with our Majority Vote Policy. The Board of Directors recommends a vote FOR the election of each of the director nominees.

  2. BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

  3. DIRECTOR NOMINEES

    DIRECTOR NOMINEES The Compensation, Nominating and Governance Committee and the Board seek to ensure the Board is composed of members who bring an appropriate mix of skills and experience across a variety of disciplines, including strategic planning, organizational management, technology, corporate finance, mergers and acquisitions, marketing, digital technologies, public policy, economics, executive compensation, risk management, international operations, corporate governance and internal controls, each of which is an important area of responsibility for the Board and its committees. The Board and the Compensation, Nominating and Governance Committee believe each of the director nominees possesses important experience and skills that provide the Board with an optimal balance of leadership, competencies and qualifications in areas that are important to our company. Each of our director nominees has high ethical standards, acts with integrity and exercises careful, mature judgment. Each is committed to employing his or her skills and abilities to aid the long-term interests of our shareholders. In addition to the biographical information in each director nominee’s profile below, the Board and the Compensation, Nominating and Governance Committee considered the listed Key Experience, Skills and other Qualifications in its evaluation and determination to nominate each director for election or re-election.

  4. DIRECTOR NOMINEES

    | JAMES V. CONTINENZA | Director since April 2013, Chairman since September 2013, Executive Chairman since February 2019, and Chief Executive Officer since July 2020 | | James V. Continenza, age 61, leads the transformation of Kodak as Executive Chairman and Chief Executive Officer. He was appointed by the Board as Executive Chairman in February 2019 and as Chief Executive Officer in July 2020. Mr. Continenza joined the Board of Kodak in April 2013 and became Chairman of the Board in September 2013. Mr. Continenza served as the Chairman and Chief Executive Officer of Vivial Inc., a privately held marketing technology and communications company from September 2012 through June 2021, and served as Chairman and Chief Executive Officer of Vivial Media LLC, a portion of Vivial Inc. remaining after a partial sale, from June 2021 to January 2022. | | | In addition to his management experience, Mr. Continenza serves and has served on the boards of directors of a number of public and private companies. Mr. Continenza served on the board of directors of NII Holdings, Inc. (Nasdaq: NIHD), the holding company for Nextel Brazil, a wireless communication services provider, from August 2015 to August 2019. Among other private company boards, Mr. Continenza currently serves on the board of directors of Wildcat Discovery Technologies, Inc. (“Wildcat”), a private technology company that uses proprietary methods to research and develop new battery materials. Mr. Continenza was appointed to the board of Wildcat as the Company’s designee in connection with the Company’s purchase of preferred securities of Wildcat. | | | Previously, Mr. Continenza served on the boards of directors of Datasite LLC (formerly known as Merrill Corporation) from July 2013 to December 2020 and Cenveo Corporation, an industry leader in transformative publishing solutions, from September 2018 to September 2022. | | | Key Experience, Skills and other Qualifications: | | | Mr. Continenza brings a proven track record of guiding leading technology companies through transformations. Mr. Continenza has extensive experience in the management and governance of a wide range of companies, including technology companies, with a particular focus on companies that have undergone significant corporate restructuring. He brings to the Board valuable expertise in technology, marketing, operations, strategic planning, mergers and acquisitions, executive compensation and international operations management. In addition, Mr. Continenza brings corporate governance and risk management expertise to the Board through his past and current executive positions and service as a board member of diverse companies. | |

  5. DIRECTOR NOMINEES

    | DAVID P. BOVENZI | Director since August 2023 | | David P. Bovenzi, age 52, serves as Chief Investment Officer of Grand Oaks Capital, a private investment firm, having served in that position since November 2016. Prior to joining Grand Oaks Capital, Mr. Bovenzi served as Managing Director and Portfolio Manager at U.S. Trust and its successor, Bank of America Private Bank, a subsidiary of Bank of America, structuring investment portfolios for high-net-worth individuals and managing teams of investment professionals across the Northeast. Mr. Bovenzi also serves on the boards of directors of a number of private portfolio companies, serves on the investment committee of the George Eastman Museum and serves as the chairman of the investment committee of McQuaid Jesuit High School. | | | Key Experience, Skills and other Qualifications: | | | Mr. Bovenzi has substantial experience in investment strategy and management skills. Mr. Bovenzi brings to the Board knowledge of capital markets, risk management, mergers and acquisitions, strategic planning, economics and corporate finance, all of which are considered important to our business. | |

  6. DIRECTOR NOMINEES

    | PHILIPPE D. KATZ | Director since February 2019 | | Philippe D. Katz, age 62, has been a partner of the private investment firm United Equities Commodities Company since February 1995. Mr. Katz has been a director and officer of Momar Corp., a private investment firm, since May 2010, a partner of Marneu Holding Company, a privately held investment company, since February 2007, and a director and officer of 111 John Realty Corp., a property management company, since December 1995. In addition, Mr. Katz is a managing member of K.F. Investors LLC, a privately held investment company, a position he has held since March 2007. Mr. Katz has served on the board of directors of Berkshire Bancorp, Inc. since June 2013. Mr. Katz served as an observer to our Board from September 2013 to February 2019. | | | Key Experience, Skills and other Qualifications: | | | Mr. Katz has extensive experience in investing, finance and corporate strategy. Mr. Katz brings to the Board knowledge of capital markets, risk management and corporate finance, all of which are considered important to our business. | |

  7. DIRECTOR NOMINEES

    | KATHLEEN B. LYNCH | Director since May 2021 | | Kathleen B. Lynch, age 58, served as the Chief Operating Officer and Group Managing Director of UBS Wealth Management Americas and UBS Americas Holding LLC, an intermediate holding company for the U.S. based subsidiaries of UBS Group AG, a global wealth manager and financial services firm, from February 2013 until May 2018. Prior to that she served twenty-five years at Merrill Lynch/Bank of America in a variety of leadership positions in global markets and investment banking and global research. Ms. Lynch has served on the board of directors of UBS Americas Holding LLC since July 2016, where she serves on the audit & finance committee and cyber technology forum committee and chairs the governance, oversight and sustainability committee. From April 2017 until March 2022, Ms. Lynch served on the board of directors of Depository Trust & Clearing Corporation, the premier post-trade market infrastructure for the world’s financial markets. | | | Key Experience, Skills and other Qualifications: | | | In addition to governance and board service as a skill set, Ms. Lynch brings to the Board extensive skills, leadership and deep expertise in strategy execution and development, risk and talent management and regulatory matters. Her leadership experience is across a diverse set of businesses including wealth management, operations, technology and global markets. She has held global, regional, and business responsibilities throughout her career, overseeing major transformation initiatives, business integration efforts and implementation of digital strategy and platforms. She brings a strong focus on the full spectrum of risk types in crisis management. | |

  8. DIRECTOR NOMINEES

    | JASON NEW | Director since September 2013 | | Jason New, age 55, is the Vice Chairman of Investment Banking at Lazard Inc., having joined the firm in January 2024. Prior to joining Lazard, Mr. New was the Co-Founder and Managing Partner of NovaWulf Digital Management, LP, an investment fund formed in 2021. Previously, Mr. New served as Co-CEO of Onex Credit, the credit investing arm of Onex Corporation (Onex) from April 2020 to December 2021. Prior to joining Onex, Mr. New was the Senior Managing Director of The Blackstone Group L.P., a global investment and advisory firm, and the Head of Special Situation Investing for GSO Capital Partners LP (GSO), a credit-oriented alternative asset manager, having served in such positions from 2005 until December 2019. Before joining GSO in 2005, Mr. New was a senior member of Credit Suisse’s distressed finance group. Mr. New joined Credit Suisse in 2000 when it acquired Donaldson, Lufkin & Jenrette (DLJ), where he was a member of DLJ’s restructuring group. Prior to joining DLJ in 1999, he was an associate with the law firm Sidley Austin LLP, where he practiced in the firm’s corporate reorganization group. | | | Mr. New has served on the board of directors of several private and public companies, including TeraWulf Inc. (Nasdaq: WULF), a digital asset technology company with a core business of sustainable bitcoin mining, where he had served from November 2021 to December 2023. | | | Key Experience, Skills and other Qualifications: | | | Mr. New has significant expertise in investment strategies and opportunities, with a particular focus on companies that have experienced distressed economic conditions or are in various stages of restructuring. He brings to the Board skills in developing creative financial solutions and strategies, which are critical to our ability to sustain growth and profitability as a manufacturing company in a competitive environment. Mr. New is highly experienced in complex financial and investment transactions. He also has a legal background, which is useful in the governance and risk management issues facing our company. | |

  9. DIRECTOR NOMINEES

    | DARREN L. RICHMAN | Director since April 2021 | | Darren L. Richman, age 52, is the Co-Founder and a Managing Member of Kennedy Lewis Investment Management LLC (KLIM), an investment adviser, and a Managing Member of funds managed by KLIM, having served in those positions since November 2017. Mr. Richman was a Senior Managing Director with Blackstone from 2006 to 2016 where he focused on special situation and opportunistic investments, and he sat on the Investment Committee for GSO Capital Partner’s opportunistic credit funds and special situation funds. Before joining GSO Capital Partners, Mr. Richman was a Founding Member of DiMaio Ahmad Capital, where he was the Co-Head of its Investment Research Team, from 2003 to 2006. Previously, Mr. Richman was a Vice President and Senior Special Situations Analyst at Goldman Sachs, from 1999 to 2003. Mr. Richman began his career with Deloitte & Touche, ultimately serving as a Manager in the firm’s Mergers and Acquisitions Services Group, from 1994 to 1999. He was formerly a Certified Public Accountant and a Member of the American Institute of Certified Public Accountants. | | | Mr. Richman has also served on the boards of directors of several public and private companies and not-for-profit organizations. From October 2020 through November 2022, Mr. Richman served on the board of directors of F45 Training Holdings Inc. (NYSE:FXLV), a fitness franchisor focused on creating a leading global fitness training and lifestyle brand. Mr. Richman also currently serves on the board of directors of Outward Bound USA, and on the executive board of directors of the New York University Stern School of Business. | | | Key Experience, Skills and other Qualifications: | | | Mr. Richman brings to the Board valuable financial, accounting and investment experience. In particular, the Board values Mr. Richman’s knowledge, expertise and experience with respect to special situation and opportunistic investments. | |

  10. DIRECTOR NOMINEES

    | MICHAEL E. SILECK, JR. | Director since May 2021 | | Michael E. Sileck, Jr., age 63, has served as the President and owner of SeaAgri Solutions, LLC, a global manufacturer and distributor of proprietary ocean minerals for the agricultural and human consumption markets since March 2020. Mr. Sileck was the Chief Operating Officer and Chief Financial Officer of World Wrestling Entertainment, Inc. (NYSE: WWE) from June 2005 to December 2008 and previously served as the Chief Financial Officer of Monster Worldwide, Inc. from March 2002 to March 2005 and Senior Vice President and Chief Financial Officer of USA Networks, Inc. (predecessor to InterActiveCorp) from September 1999 to February 2002. | | | Mr. Sileck has served on the boards of directors of numerous public and private companies. | | | Key Experience, Skills and other Qualifications: | | | Mr. Sileck brings to the Board expertise in value creation, strategic transformation, and financial and operational leadership. Mr. Sileck is an operationally oriented executive with extensive C-suite experience within large public and smaller private companies. Mr. Sileck brings to the Board over 20 years of financial and operational leadership experience. | |

  11. Best Practices

    | • | Compensation Recoupment (Clawback) Policy. We have a policy requiring the recoupment of performance-based bonuses paid to NEOs in the event of certain financial restatements. Please see the section entitled “Compensation Recoupment (Clawback) Policy” for a description. |

  12. Best Practices

    | • | Double-Trigger Change in Control Benefits. All arrangements with our NEOs that provide change in control benefits contain a “double trigger” provision, which requires that the NEO experience a qualifying termination following a change in control in order to receive change in control benefits. Please see the section entitled “Change in Control Arrangements” for a description. |

  13. Best Practices

    | • | No Change in Control Excise Tax Gross-Ups. None of our compensation arrangements provide for a gross-up to our NEOs for any excise taxes incurred by them upon a change in control. |

  14. Compensation Philosophy

    | • | Balancing rewards for both short-term results and the long-term strategic decisions needed to ensure sustained business performance over time |

  15. Compensation Philosophy

    | • | Enabling us to attract and retain the highly qualified leaders needed to drive a global enterprise to succeed in today’s highly competitive marketplace |

  16. Compensation Philosophy

    | • | Total direct compensation is generally positioned within a competitive range of the market or peer group median, with differentiation by executive, as appropriate, based on individual factors such as technical knowledge, criticality of the role, proficiency in the role, sustained performance over time, and importance to leadership team succession plans |

  17. Compensation Philosophy

    | ➣ | Short-Term Incentive Awards (Bonus): Calculated as a percentage of base salary; heavily dependent upon achievement of critical operating goals and are primarily measured against objective metrics that directly link to the creation of sustainable value for our shareholders |

  18. Compensation Philosophy

    | ➣ | Long-Term Incentive Awards (Equity): Incentive, typically in the form of Restricted Stock Units (RSUs), Performance Stock Units (PSUs), or Non-Qualified Stock Options (NQSOs), used for retention of key talent and to provide incentive to grow shareholder value over time |

  19. Role of the Compensation Consultant

    Role of the Compensation Consultant During 2023, the Committee continued to engage Lyons, Benenson & Company Inc. (Lyons Benenson), a compensation consultant, to assist the Committee. Lyons Benenson attends all Committee meetings and makes recommendations regarding director and officer compensation. The Committee assessed the independence of Lyons Benenson pursuant to SEC rules and NYSE listing standards and concluded their work did not raise any conflicts of interest.

  20. Use of Market Reference Data

    Use of Market Reference Data Our peer group, which was approved by the Committee in 2022, consists of selected companies drawn from a broad group of public companies from similar industries (commercial printing, commodity chemicals, communications equipment, health care technology, semiconductors, specialty chemicals, technology hardware, storage and peripherals) that meet minimum performance tests and have similar business models to ours. The companies considered for the peer group had to (1) be incorporated in the United States, (2) be traded on a stock exchange in the United States, (3) have revenues between $600 million and $3.6 billion, and (4) be categorized in a complementary GICS Sub-Industry. We then considered the total return, business alignment and other financial measurements of the companies in the selected group in order to achieve a group with closer alignment to us. We did not modify our peer group in 2023, except to remove one company that was no longer publicly listed. The companies in our peer group are:

  21. Use of Market Reference Data

    | 3D Systems Corporation | Ciena Corporation | Rayonier Advanced Materials Inc. | | Agfa-Gevaert NV | Ecovyst Inc. | Stepan Company | | Arista Networks, Inc. | Infinera Corporation | Stratasys Ltd. | | Ashland Inc. | Minerals Technologies Inc. | Universal Display Corporation | | Cabot Corporation | Quad/Graphics, Inc. | Venator Materials PLC | | | Quaker Chemical Corporation | |

  22. Use of Market Reference Data

    We review national survey data and peer group comparisons to provide a competitive frame of reference for compensation decisions and we compare the compensation of our NEOs to the median as a reference point to assist us in evaluating the competitiveness of their compensation. However, we do not necessarily adjust the compensation of any of our NEOs to any specific percentile or other absolute measure.

  23. ELEMENTS OF COMPENSATION

    | Compensation Element | Objective | Key Features | | Base Salary | Provide a regular source of income to our NEOs to compensate them for fulfilling the regular duties and responsibilities of their positions. | We typically review base salaries annually, but do not automatically increase salaries. Rather, base salaries are adjusted only if deemed appropriate by us in consideration of: (1) experience; (2) responsibilities; (3) the importance of the position relative to our other senior management positions; (4) external relative scope or changes in the competitive marketplace; and (5) years elapsed since the last base salary change. Any change in an executive’s base salary will affect an executive’s target opportunity under our annual variable pay plan, which is based on a percentage of base salary. | | Annual Variable Pay | Drive the annual performance of our NEOs to align their financial interests with our business strategy and the interests of our shareholders. | Annual variable pay is considered at risk. Payouts are based on a formula that represents results achieved against performance metrics. | | Long-Term Incentives (restricted stock units, performance stock units, stock options) | Align executive compensation with shareholder interests; create incentives for executive retention; encourage long-term performance; and promote stock ownership. | Our long-term incentives are mainly in the form of equity-based compensation awards, which tie our NEOs’ wealth creation to the performance of our stock and provide a retention incentive with multi-year vesting schedules. |

  24. Annual Variable Pay

    | Name | Annual Bonus Amounts | | D.E. Bullwinkle | $46,000 | | T.R. Taber | $40,000 | | R.W. Byrd | $32,500 |

  25. Annual Variable Pay

    Pursuant to his amended and restated employment agreement, Mr. Continenza was eligible for an annual incentive for 2023 valued at 100% of his annual salary, determined by the Committee in its discretion based on an evaluation of Mr. Continenza’s and the Company’s performance. For 2023, the Committee approved a payout to Mr. Continenza of $1 million to recognize strong performance in 2023. Mr. Michaels is a participant in the Sales Executive Compensation Plan (SECP), which is an annual plan created to provide an incentive for putting forth maximum efforts toward continued growth and success of the Company with a focus on Total Print Revenue. Participation in SECP is limited and based on specific position titles. Any participant in SECP is not eligible to participate in EXCEL. The SECP performance metric for the 2023 performance year was Total Print Revenue. Minimum threshold performance is set at 85% and maximum at 125%. SECP pays out twice a year, in July of the performance year and January of the following year (once year-end results are available). Maximum payout opportunity amount in July is 85%. Full-year performance above the minimum threshold is trued up in the following year payout. SECP Metrics and Payout Results:

  26. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Pursuant to his amended and restated employment agreement, Mr. Continenza received a grant of 300,000 restricted stock units (RSUs) under the 2013 Incentive Plan on February 26, 2023, which vest one-third on each of February 26, 2024, February 26, 2025, and February 26, 2025, subject to continued employment through each vesting date. In connection with the execution of his new CEO Employment Agreement, Mr. Continenza also received a grant of RSUs with a grant date fair value of $1 million under the 2013 Incentive Plan on November 29, 2023, which vest one-third on each of November 29, 2024, November 29, 2025, and November 29, 2026, subject to continued employment through each vesting date. Pursuant to the CEO Employment Agreement, he also received a grant of RSUs with a grant date fair value of $1.25 million under the 2013 Incentive Plan on November 29, 2023, which vest one-third on each of November 29, 2024, November 29, 2025, and November 29, 2026, subject to continued employment through each vesting date. Please see the section entitled “Employment Agreements” following the Summary Compensation Table below for more information on Mr. Continenza’s CEO Employment Agreement. Messrs. Bullwinkle, Byrd and Michaels and Dr. Taber each received a grant of RSUs under the 2013 Incentive Plan on May 17, 2023, which vest one-third on each of May 17, 2024, May 17, 2025, and May 17, 2026, subject to continued employment through each vesting date. The RSU grants for Messrs. Bullwinkle and Byrd and Dr. Taber were provided to offset a reduction in their EXCEL target leverage. The Company is looking for more consistency in EXCEL target variable amounts amongst its leaders and to drive more focus on long-term strategy and results through equity ownership. The RSU grant for Mr. Michaels was provided as an incentive to recognize strong performance in 2023. The number of RSUs granted to Mr. Michaels was commensurate with awards to participants in the Sales Executive Compensation Plan. Messrs. Bullwinkle and Byrd and Dr. Taber (but not Mr. Michaels) each received a grant of performance stock units (PSUs) under the 2013 Incentive Plan on May 17, 2023, which vest on May 17, 2026 if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds $4.71, subject to continued employment through the vesting date. The PSU grants for Messrs. Bullwinkle and Byrd and Dr. Taber were provided as an incentive to recognize strong performance in 2023 and provide longer-term upside opportunity through performance shares with financial related metrics. Mr. Byrd also received a grant of stock options under the 2013 Incentive Plan on May 17, 2023, half of which vest one-third on each of May 17, 2024, May 17, 2025, and May 17, 2026, subject to continued employment through each vesting date, and the other half of which vest on May 17, 2026 if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds $4.71, subject to continued employment through the vesting date. At the Committee’s meeting on February 16, 2023, it approved a three-year extension of the expiration date for the outstanding NQSOs granted to our NEOs between 2016 and 2020. The NQSOs had been granted with a term of only 7 years even though our 2013 Incentive Plan allows for an option term of up to 10 years. The exercise price of the NQSOs was more than our trending stock price and the Committee felt that by extending the expiration dates to the maximum 10 year term, our NEOs would have an increased likelihood of receiving the benefit that was intended and the NQSOs would accordingly have an increased retention incentive. The following table shows the NQSOs for our NEOs that had the expiration date extended:

  27. Long-Term Incentive Compensation

    | Name | Grant Date | Option Exercise Price | Shares Underlying Options | Extended Expiration Date | | J.V. Continenza | 2/20/2019 | $4.53 | 350,000 | 2/19/2029 | | | 2/20/2019 | $6.03 | 350,000 | 2/19/2029 | | | 2/20/2019 | $12.00 | 200,000 | 2/19/2029 | | | 7/27/2020 | $4.53 | 298,780 | 2/19/2029 | | | 7/27/2020 | $6.03 | 298,780 | 2/19/2029 | | | 7/27/2020 | $12.00 | 170,733 | 2/19/2029 | | D.E. Bullwinkle | 7/1/2016 | $16.24 | 45,942 | 6/30/2026 | | | 9/14/2017 | $12.50 | 355,330 | 9/13/2027 | | | 12/4/2018 | $3.90 | 72,017 | 12/3/2028 | | | 7/27/2020 | $4.53 | 10,000 | 2/19/2029 | | | 7/27/2020 | $6.03 | 10,000 | 2/19/2029 | | | 7/27/2020 | $12.00 | 10,000 | 2/19/2029 | | T.R. Taber | 9/3/2016 | $15.58 | 36,927 | 9/2/2026 | | | 9/14/2017 | $12.50 | 182,742 | 9/13/2027 | | | 12/4/2018 | $3.90 | 37,038 | 12/3/2028 | | R.W. Byrd | 9/14/2017 | $12.50 | 30,457 | 9/13/2027 | | | 7/27/2020 | $4.53 | 10,000 | 2/19/2029 | | | 7/27/2020 | $6.03 | 10,000 | 2/19/2029 | | | 7/27/2020 | $12.00 | 10,000 | 2/19/2029 |

  28. Long-Term Incentive Compensation

    Please see the “Grants of Plan-Based Awards Table” for the number and grant date fair value of the above equity awards.

  29. Signing Bonus

    Signing Bonus In connection with the execution of his CEO Employment Agreement, we paid Mr. Continenza a cash bonus of $1 million. Please see the section entitled “Employment Agreements” following the Summary Compensation Table below for more information on Mr. Continenza’s CEO Employment Agreement.

  30. Severance Arrangements

    Severance Arrangements We provide our NEOs with severance provisions designed to serve as a retention tool and to provide incentive for our NEOs to focus on the best interests of shareholders in connection with the transformational components of our strategic plan given that, in certain instances, an executive’s successful completion of his or her responsibilities may result in the elimination of his or her job. These severance provisions also provide an incentive for our NEOs to sign a release of claims against us, to refrain from competing with us and to cooperate with us both before and after their employment is terminated. When approving any agreement for employment or retention, we focus on the reasons for which severance may be triggered relative to the NEO’s position and responsibilities. Each of the employment agreements with Messrs. Continenza and Bullwinkle provide severance benefits in the event his employment is terminated by us without “cause” or if he terminates for “good reason.” The definitions of “cause” and “good reason” as applicable to these severance provisions are described below in the “Potential Payments upon Termination or Change in Control” discussion. The severance benefits for Dr. Taber and Messrs. Michaels and Byrd are provided under our Officer Severance Policy, as discussed below under “Officer Severance Policy”.

  31. Officer Severance Policy

    Officer Severance Policy In order to provide severance benefits to certain officers and employees, we maintain an Officer Severance Policy (Policy) which provides for compensation to eligible corporate officers in the event of a qualifying termination without “cause” or with “good reason.” Under the Policy, “cause” is generally defined to include a participant’s failure to perform his or her duties or follow proper direction, violation of Company rules, possession, use or sale of controlled substances, certain actions that result in a penalty against the Company or could result in violation of law, conviction of a crime, misrepresentation or concealment of a material fact from the Company or breach of our Business Conduct Guide or his or her Eastman Kodak Company Employee’s Agreement. “Good reason” is generally defined to include a material diminution in compensation, authority or responsibilities, transfer to a new work site that increases the participant’s one-way commute by more than 75 miles, and failure of an acquirer or successor entity to offer the participant employment with comparable severance protection. By its terms, the Policy does not apply to (1) our chief executive officer, or (2) a corporate officer with an employment agreement with an indefinite term. It also does not provide benefits to any employee who, at the time of termination, is covered by another severance agreement or arrangement with the Company. Accordingly, Messrs. Continenza and Bullwinkle are not eligible for benefits under the Policy. The Policy provides that a participant is generally entitled to receive separation pay equal to his or her base salary in effect as of the date of termination. However, Dr. Taber is eligible for grandfathered benefits under the Policy and is entitled to separation pay of 100% of his total target cash compensation. Payment under the Policy is conditioned on the participant’s execution of a general waiver and release and his or her compliance with the Policy’s non-disparagement provisions. For additional information regarding the potential severance benefits payable to our NEOs under various circumstances, please see the discussion preceding the “Severance Payments Table”.

  32. Change in Control Arrangements

    Change in Control Arrangements The employment agreement with Mr. Bullwinkle allows for payment of severance under certain conditions upon a termination following a change in control (double trigger). These provisions were designed to protect against the possible loss of certain benefits after a change in control. Please see the section entitled “Employment Agreements” for more details on these provisions. We believe that a double trigger is appropriate for such payments because it helps to ensure that the individual does not receive an unintended benefit by receiving severance pay while continuing in their position following a change in control. Additionally, under our 2013 Incentive Plan, we may provide for accelerated exercisability, lapse of restrictions or deemed satisfaction of performance goals with respect to any outstanding awards upon a change in control. While we do not believe that automatic acceleration of vesting is appropriate upon a change in control because an executive may continue in his position, we do believe that allowing the Committee the discretion to accelerate vesting of equity awards upon a change in control is appropriate because it may not be possible to continue vesting of existing equity awards or to replace existing equity awards with comparable awards of the acquiring company’s equity, and the acceleration of vesting would provide the executives with the same rights as other shareholders to sell their equity in the Company at the time of a change in control.

  33. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following tables and related narrative contain information regarding the compensation paid to our NEOs (other than Mr. Michaels) for our three most recently completed fiscal years, which ended on December 31, 2023, December 31, 2022 and December 31, 2021. Mr. Michaels was an NEO only for the completed fiscal year which ended December 31, 2023, therefore no information is provided for him for the completed fiscal years which ended on December 31, 2022 and on December 31, 2021.

  34. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation ($) | Total ($) | | J.V. Continenza Executive Chairman and Chief Executive Officer | 2023 | 996,516 | 2,000,000 | 3,306,000 | 454,147 | 0 | 307,860 | 0 | 7,064,523 | | | 2022 | 996,516 | 0 | 1,428,000 | 0 | 0 | 278,604 | 0 | 2,703,120 | | | 2021 | 986,934 | 0 | 5,000,000 | 0 | 0 | 26,324 | 28,833 | 6,042,091 | | D.E. Bullwinkle Chief Financial Officer and Senior Vice President | 2023 | 458,397 | 46,000 | 428,000 | 590,495 | 0 | 168,646 | 0 | 1,691,538 | | | 2022 | 458,397 | 0 | 0 | 0 | 0 | 116,680 | 0 | 575,077 | | | 2021 | 453,990 | 0 | 0 | 0 | 0 | 21,926 | 0 | 475,916 | | T.R. Taber Senior Vice President Advanced Materials & Chemicals, Chief Technical Officer and Vice President | 2023 | 398,606 | 40,000 | 428,000 | 319,857 | 0 | 154,945 | 0 | 1,341,408 | | | 2022 | 398,606 | 0 | 0 | 0 | 0 | 143,673 | 0 | 542,279 | | | 2021 | 385,477 | 0 | 0 | 0 | 0 | 29,034 | 0 | 414,511 | | R.W. Byrd General Counsel, Secretary and Senior Vice President | 2023 | 323,868 | 32,500 | 214,000 | 263,855 | 0 | 132,215 | 0 | 966,438 | | | 2022 | 323,868 | 0 | 0 | 0 | 0 | 109,394 | 0 | 433,262 | | | 2021 | 320,754 | 0 | 0 | 0 | 0 | 25,954 | 0 | 346,708 | | R.T. Michaels, Corporate Controller and Chief Accounting Officer | 2023 | 269,059 | 0 | 128,400 | 0 | 72,091 | 112,752 | 0 | 582,302 |

  35. SUMMARY COMPENSATION TABLE

    | (1) This column reports the base salary paid to each of our NEOs during each year reported. |

  36. SUMMARY COMPENSATION TABLE

    | (2) Mr. Continenza was eligible for an annual incentive of up to $1 million as determined by the Committee in its discretion based on an evaluation of Mr. Continenza’s and the Company’s performance. The Committee approved a payout to Mr. Continenza of $1 million, to recognize strong 2023 performance. Mr. Continenza was also paid a signing bonus of $1 million upon renewal of his employment agreement on November 29, 2023. The Committee approved discretionary bonus payouts for Messrs. Bullwinkle and Byrd and Dr. Taber, calculated at 10% of their annual base salary. Mr. Michaels was paid a sales incentive under our Sales Executive Compensation Plan (SECP) based on Total Print Revenue for 2023 and the amount he received is reflected in the “Non-Equity Incentive Plan Compensation” column of this table. |

  37. SUMMARY COMPENSATION TABLE

    | (3) This column reports the aggregate grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of forfeiture, for all restricted stock units (RSUs) granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. For 2023, the grant date fair value of each RSU granted to Mr. Continenza on February 26, 2023 was $3.52. The grant date fair value of each RSU and PSU granted to Mr. Continenza on November 29, 2023 was $3.82. The grant date fair value of each RSU and PSU granted to each of Messrs. Bullwinkle and Byrd and Dr. Taber on May 17, 2023 and the RSUs granted to Mr. Michaels on May 17, 2023 was $4.28. |

  38. SUMMARY COMPENSATION TABLE

    | (4) This column reports the aggregate grant date fair value (as calculated for financial reporting purposes), without any reduction for risk of forfeiture, for all stock option awards granted during each year reported. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. The amount stated for Mr. Byrd reflects the stock option granted to him on May 17, 2023 for which the grant date fair value of each stock option granted was $4.28. At the Committee’s February 2023 meeting, the Committee approved a three-year extension of the expiration date for the outstanding NQSOs granted to our NEOs between 2016 and 2020. The amounts in this column reflect the resulting incremental expense realized, which were $454,147 for Mr. Continenza, $590,495 for Mr. Bullwinkle, $319,857 for Dr. Taber and $49,855 for Mr. Byrd. |

  39. SUMMARY COMPENSATION TABLE

    | (5) This column reports the aggregate change in the present value of the NEO’s accumulated benefits under their applicable pension plan (KRIP, KURIP), to the extent the NEO participates in such arrangement. All of our NEOs participate in KRIP. Dr. Taber has a frozen benefit under KURIP. |

  40. SUMMARY COMPENSATION TABLE

    | | 2023 | | | 2022 | | | 2021 | | | | Name | Change in Pension Value ($)(a) | Above- Market Interest ($) | Total Value ($) | Change in Pension Value ($) | Above- Market Interest ($) | Total Value ($) | Change in Pension Value ($) | Above- Market Interest ($) | Total Value ($) | | J.V. Continenza | 307,860 | 0 | 307,860 | 278,604 | 0 | 278,604 | 26,324 | 0 | 26,324 | | D.E. Bullwinkle | 168,646 | 0 | 168,646 | 116,680 | 0 | 116,680 | 21,926 | 0 | 21,926 | | T.R. Taber | 154,945 | 0 | 154,945 | 143,673 | 0 | 143,673 | 29,034 | 0 | 29,034 | | R.W. Byrd | 132,215 | 0 | 132,215 | 109,394 | 0 | 109,394 | 25,954 | 0 | 25,954 | | R.T. Michaels | 112,752 | 0 | 112,752 | 76,658 | 0 | 76,658 | 19,733 | 0 | 19,733 |

  41. SUMMARY COMPENSATION TABLE

    | (a) Changes in pension value are due to interest on past accruals, additional pay and service credits and changes in assumptions. |

  42. GRANTS OF PLAN-BASED AWARDS TABLE

    GRANTS OF PLAN-BASED AWARDS TABLE The compensation included in the following table reflects the equity granted under our 2013 Incentive Plan during 2023.

  43. GRANTS OF PLAN-BASED AWARDS TABLE

    | Name | Award Description | Grant Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold (#) | Target (#) | Max. (#) | | | | | | J.V. Continenza | 2023 RSU(1) | 02/26/23 | | | | 300,000 | | | 1,056,000 | | J.V. Continenza | 2023 RSU(1) | 11/29/2023 | | | | 589,006 | | | 2,250,003 | | D.E. Bullwinkle | 2023 RSU(1) | 5/17/2023 | | | | 50,000 | | | 214,000 | | D.E. Bullwinkle | 2023 PSU(2) | 5/17/2023 | | 50,000 | | | | | 214,000 | | T.R. Taber | 2023 RSU(1) | 5/17/2023 | | | | 50,000 | | | 214,000 | | T.R. Taber | 2023 PSU(2) | 5/17/2023 | | 50,000 | | | | | 214,000 | | R.W. Byrd | 2023 RSU(1) | 5/17/2023 | | | | 25,000 | | | 107,000 | | R.W. Byrd | 2023 PSU(2) | 5/17/2023 | | 25,000 | | | | | 107,000 | | R.W. Byrd | 2023 SO(3) | 5/17/2023 | | | | | 25,000 | 4.28 | 107,000 | | R.W. Byrd | 2023 PSO(4) | 5/17/2023 | | 25,000 | | | | 4.28 | 107,000 | | R.T. Michaels | 2023 RSU(1) | 5/17/2023 | | | | 30,000 | | | 128,400 |

  44. GRANTS OF PLAN-BASED AWARDS TABLE

    | (1) The RSUs vest in substantially equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through each vesting date. |

  45. GRANTS OF PLAN-BASED AWARDS TABLE

    | (2) The PSUs vest on May 17, 2026 if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds $4.71, subject to continued employment through the vesting date. |

  46. GRANTS OF PLAN-BASED AWARDS TABLE

    | (3) The stock options vest in substantially equal installments on the first, second and third anniversaries of the grant date, subject to continued employment through each vesting date. |

  47. GRANTS OF PLAN-BASED AWARDS TABLE

    | (4) The performance stock options vest on May 17, 2026 if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds $4.71, subject to continued employment through the vesting date. |

  48. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE The following table sets forth additional information concerning equity awards held by our NEOs as of December 31, 2023.

  49. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock Held that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock Held that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | J.V. Continenza | 981,707(4)(5) | | 3.03 | 02/19/2026 | | | | | | | 298,780(4) | | 4.53 | 02/19/2029 | | | | | | | 298,780(4) | | 6.03 | 02/19/2029 | | | | | | | 170,733(4) | | 12.00 | 02/19/2029 | | | | | | | 1,150,000(6)(7) | | 3.03 | 02/19/2026 | | | | | | | 350,000(6) | | 4.53 | 02/19/2029 | | | | | | | 350,000(6) | | 6.03 | 02/19/2029 | | | | | | | 200,000(6) | | 12.00 | 02/19/2029 | | | | | | | | | | | 100,000(8) | 390,000 | | | | | | | | | 200,000(9) | 780,000 | | | | | | | | | 300,000(10) | 1,170,000 | | | | | | | | | 589,006(11) | 2,297,123 | | | | D.E. Bullwinkle | 15,000(12)(13) | | 3.03 | 02/19/2026 | | | | | | | 10,000(12) | | 4.53 | 02/19/2029 | | | | | | | 10,000(12) | | 6.03 | 02/19/2029 | | | | | | | 10,000(12) | | 12.00 | 02/19/2029 | | | | | | | 45,942(14) | | 16.24 | 06/30/2026 | | | | | | | 355,330(15) | | 12.50 | 09/13/2027 | | | | | | | 72,017(16) | | 3.90 | 12/03/2028 | | | | | | | | | | | 50,000(17) | 195,000 | | | | | | | | | | | 50,000(18) | 195,000 | | T.R. Taber | 36,927(19) | | 15.58 | 09/02/2026 | | | | | | | 182,742(15) | | 12.50 | 09/13/2027 | | | | | | | 37,038(16) | | 3.90 | 12/03/2028 | | | | | | | | | | | 50,000(17) | 195,000 | | | | | | | | | | | 50,000(18) | 195,000 | | R.W. Byrd | 15,000(12)(20) | | 3.03 | 02/19/2026 | | | | | | | 10,000(12) | | 4.53 | 02/19/2029 | | | | | | | 10,000(12) | | 6.03 | 02/19/2029 | | | | | | | 10,000(12) | | 12.00 | 02/19/2029 | | | | | | | 30,457(15) | | 12.50 | 09/13/2027 | | | | | | | 89,744(21) | | 3.09 | 01/15/2026 | | | | | | | | 25,000(22) | 4.28 | 05/17/2030 | | | | | | | | 25,000(23) | 4.28 | 05/17/2030 | | | | | | | | | | | 25,000(17) | 97,500 | | | | | | | | | | | 25,000(18) | 97,500 |

  50. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date(1) | Number of Shares or Units of Stock Held that Have Not Vested (#)(2) | Market Value of Shares or Units of Stock Held that Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | R.T. Michaels | | | | | 5,000(24) | 19,500 | | | | | | | | | 30,000(17) | 117,000 | | |

  51. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (1) The dates reflected in the table show the expiration dates as of December 31, 2023. |

  52. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (2) This column represents outstanding awards of RSUs. |

  53. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (3) This column represents the market value of RSUs that have not vested, which was calculated using a stock value of $3.90 per share, which was the closing price of our common stock as of December 29, 2023, the last trading day of the year. |

  54. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (4) This stock option was granted on July 27, 2020 in four tranches with separate exercise prices. Pursuant to the terms of the award agreement, 499,974 shares (28.57% of each tranche) vested on the grant date, an additional 1,187,549 shares (67.86% of each tranche) vested on July 29, 2020 upon the conversion of 95% of the $100,000,000 of our outstanding 5% Secured Convertible Promissory Notes due 2021 (2021 Notes), and the remaining 62,477 shares (3.57% of each tranche) vested on September 30, 2020 upon the conversion of the remaining 5% of the outstanding 2021 Notes. On February 16, 2023 the outstanding stock options were amended to extend the original expiration date by three years. |

  55. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (5) On December 9, 2023, the outstanding stock options were further amended to reinstate the original expiration date of February 19, 2026. |

  56. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (6) This stock option was granted on February 20, 2019 and vested one-half on the grant date with the remaining half vesting in substantially four equal installments on May 20, 2019, August 20, 2019, November 20, 2019 and February 20, 2020. On February 16, 2023 the outstanding options were amended to extend the original expiration date by three years. |

  57. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (7) On December 9, 2023, the outstanding options were further amended to reinstate the original expiration date of February 19, 2026. |

  58. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (8) These RSUs were granted on February 26, 2021. The first and second tranches vested on February 26, 2022 and February 26, 2023, and the remaining tranche vests on February 26, 2024. |

  59. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (9) These RSUs were granted on February 26, 2022. The first tranche vested on February 26, 2023, and the remaining two tranches vest in two equal installments on February 26, 2024 and February 26, 2025. |

  60. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (10) These RSUs were granted on February 26, 2023 and vest in three equal installments on February 26, 2024, February 26, 2025 and February 26, 2026. |

  61. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (11) These RSUs were granted on November 29, 2023 and vest in three equal installments on November 29, 2024, November 29, 2025 and November 29, 2026. |

  62. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (12) This stock option was granted on July 27, 2020 and vested in three substantially equal installments on July 27, 2021 July 27, 2022 and July 27, 2023. On February 16, 2023 the outstanding stock options were amended to extend the original expiration date by three years. |

  63. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (13) On December 6, 2023, the outstanding stock options were further amended to reinstate the original expiration date of February 19, 2026. |

  64. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (14) This stock option was granted on July 1, 2016 and vested in three substantially equal installments on July 1, 2017, July 1, 2018 and July 1, 2019. On February 16, 2023 the outstanding stock options were amended to extend the original expiration date by three years. |

  65. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (15) This stock option was granted on September 14, 2017 and vested in three substantially equal installments on September 14, 2018, September 14, 2019 and September 14, 2020. On February 16, 2023 the outstanding stock options were amended to extend the original expiration date by three years. |

  66. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (16) This stock option was granted on December 4, 2018 and vested in three substantially equal installments on September 3, 2019, September 3, 2020 and September 3, 2021. On February 16, 2023 the outstanding stock options were amended to extend the original expiration date by three years. |

  67. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (17) These RSUs were granted on May 17, 2023 and vest in three equal installments on May 17, 2024, May 17, 2025 and May 17, 2026. |

  68. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (18) These PSUs were granted on May 17, 2023 and vest on May 17, 2026 if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds $4.71. |

  69. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (19) This stock option was granted on September 3, 2016 and vested in three substantially equal installments on September 3, 2017, September 3, 2018 and September 3, 2019. On February 16, 2023 the outstanding stock options were amended to extend the original expiration date by three years. |

  70. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (20) On November 28, 2023, the outstanding stock options were further amended to reinstate the original expiration date of February 19, 2026. |

  71. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (21) This stock option was granted on January 16, 2019 and vested in three substantially equal installments on January 16, 2020, January 16, 2021 and January 16, 2022. On February 16, 2023 the outstanding stock options were amended to extend the original expiration date by three years. On November 28, 2023, the outstanding stock options were further amended to reinstate the original expiration date of January 15, 2026. |

  72. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (22) This stock option was granted on May 17, 2023 and vests in three equal installments on May 17, 2024, May 17, 2025 and May 17, 2026. |

  73. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (23) This stock option was granted on May 17, 2023 and vests on May 17, 2026 if the volume-weighted average price per share of common stock within the 20 trading day period before the vesting date exceeds $4.71. |

  74. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END TABLE

    | (24) These RSUs were granted on April 27, 2021. The first and second tranches vested on April 27, 2022 and April 27, 2023, and the remaining tranche vests on April 27, 2024. |

  75. OPTION EXERCISES AND STOCK VESTED TABLE

    OPTION EXERCISES AND STOCK VESTED TABLE

  76. OPTION EXERCISES AND STOCK VESTED TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized On Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized On Vesting(1) ($) | | J.V. Continenza | 0 | 0 | 200,000 | 704,000 | | D.E. Bullwinkle | 0 | 0 | 0 | 0 | | T.R. Taber | 0 | 0 | 0 | 0 | | R.W. Byrd | 0 | 0 | 0 | 0 | | R.T. Michaels | 0 | 0 | 5,000 | 16,500 |

  77. OPTION EXERCISES AND STOCK VESTED TABLE

    | (1) This column represents the value of RSUs that vested during 2023, based on the closing stock price on the vesting date. |

  78. PENSION BENEFITS FOR 2023

    PENSION BENEFITS FOR 2023 The “Pension Benefits Table” below shows the present value as of December 31, 2023 of the accumulated benefits payable to our NEOs under KRIP and KURIP, including the number of years of service credited to each NEO, as applicable. The methods and assumptions for calculating the present value of accumulated benefits generally follow those set forth in FASB ASC Topic 715 and are consistent with those used in our financial statements as described in Note 19 to our Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2023. The assumptions used to calculate the present value of accumulated benefits for each NEO are described below.

  79. PENSION BENEFITS TABLE

    PENSION BENEFITS TABLE

  80. PENSION BENEFITS TABLE

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | J.V. Continenza(1) | KRIP | 4.86 | 658,000 | 0 | | D.E. Bullwinkle(2) | KRIP | 19.35 | 525,038 | 0 | | T.R. Taber(3) | KRIP | 43.20 | 457,275 | 0 | | | KURIP | 1.62 | 58,593 | 0 | | R.W. Byrd(4) | KRIP | 8.68 | 380,640 | 0 | | R.T. Michaels(5) | KRIP | 19.53 | 387,496 | 0 |

  81. PENSION BENEFITS TABLE

    | (1) Mr. Continenza had been employed with us for 4.86 years as of December 31, 2023. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP. |

  82. PENSION BENEFITS TABLE

    | (2) Mr. Bullwinkle had been employed with us for 19.35 years as of December 31, 2023. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP. |

  83. PENSION BENEFITS TABLE

    | (3) Dr. Taber had been employed with us for 43.20 years as of December 31, 2023. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP. Dr. Taber’s post-petition KURIP benefit of $58,593 is payable to him as a lump sum upon his termination of employment with us (less applicable withholding); this amount was fixed following our emergence from bankruptcy. Dr. Taber no longer has a traditional KRIP benefit as he took a lump sum in-service distribution in 2020. |

  84. PENSION BENEFITS TABLE

    | (4) Mr. Byrd had been employed with us for 8.68 years as of December 31, 2023. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP. |

  85. PENSION BENEFITS TABLE

    | (5) Mr. Michaels had been employed with us for 19.53 years as of December 31, 2023. His accumulated benefit is the value of his account value under the cash balance arrangement in KRIP. |

  86. Cash Balance Component

    Cash Balance Component Under KRIP’s cash balance component, a hypothetical account is established for each participating employee and, for every month the employee works, the employee’s account is credited with an amount equal to a percentage of the employee’s monthly pay (i.e., base salary and EXCEL awards, including allowances in lieu of salary for authorized periods of absence, such as illness, vacation or holidays). Prior to January 1, 2015, the cash balance component provided a credit of 4% of an employee’s monthly pay. The credit was increased to 7% starting January 1, 2015, to 9% starting January 1, 2020 and to 12% starting January 1, 2022. In addition, the ongoing balance of the employee’s account earns interest at the 30-year Treasury bond rate. Before 2015, employees vested in their account balance after completing three years of service. Beginning on January 1, 2015, all active employees were immediately vested. Vested benefits under the cash balance component are payable upon normal retirement (age 65), termination or death. Participants in the cash balance component of the plan may choose from among various forms of benefits such as a lump sum, a joint and survivor annuity and a straight life annuity. Effective November 1, 2022, KRIP was amended to allow for a cash balance in-service distribution for employees age 59½ or older. In addition, the prior requirement to commence payment no later than April 1 after attaining age 70½ even if still employed was removed, impacting distributions in 2023 and later.

  87. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    NON-QUALIFIED DEFERRED COMPENSATION FOR 2023 Except for Mr. Continenza, none of our NEOs have non-qualified deferred compensation. We maintain our Deferred Compensation Plan for Directors, which allows non-employee directors to defer some or all of their RSU awards into a phantom stock account. Prior to his appointment as our Executive Chairman effective February 20, 2019, Mr. Continenza had elected to defer 241,589 RSUs for his services as a non-employee director to the Deferred Compensation Plan for Directors.

  88. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | Name | Account Type | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | J.V. Continenza | Deferred RSUs(1) | 0 | 0 | 205,351(2) | 0 | 942,197(3) |

  89. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | (1) Represents the 241,589 shares of phantom stock credited to his account under the Deferred Compensation Plan for Directors, which were received for services as a non-employee director prior to his appointment as our Executive Director effective February 20, 2019. This account is payable to Mr. Continenza upon his separation from us as a director in shares of our common stock. |

  90. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | (2) This amount reflects the change in the value of the phantom stock credited to his account under the Deferred Compensation Plan for Directors from December 31, 2022 to December 31, 2023. |

  91. NON-QUALIFIED DEFERRED COMPENSATION FOR 2023

    | (3) This amount reflects the value of the phantom stock credited to his account under the Deferred Compensation Plan for Directors on December 31, 2023, which was calculated using a stock value of $3.90 per share, which was the closing price of our common stock as of December 29, 2023, the last trading day of the year. |

  92. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The discussion below regarding the amounts payable to our NEOs upon certain employment terminations reflects the amounts payable under our outstanding arrangements as of December 31, 2023.

  93. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of James V. Continenza, our Executive Chairman and Chief Executive Officer (our CEO). For 2023, the median of the annual total compensation of all employees of the Company (other than our CEO) was $58,926, and the annual total compensation of our CEO was $7,064,523. Based on this information, we reasonably estimate that the ratio of the annual total compensation of our CEO to the median annual total compensation of all other employees for 2023 was 120 to 1. To identify the median employee, we used the following methodology and material assumptions, adjustments and estimates:

  94. CEO PAY RATIO

    | • | We selected October 1, 2023, as the date upon which we would identify our median employee. We determined that as of such date, our overall employee population consisted of approximately 4,044 employees, of which approximately 48% were located in the U.S. |

  95. CEO PAY RATIO

    | • | To identify our median employee, as permitted by the de minimis exception in Item 402(u), we excluded from our overall employee population the employees located in the following countries, which consisted of 200 employees in total: Austria, 4; Denmark, 5; Finland, 2; Netherlands, 11; Poland, 10; Spain, 23; Sweden, 9; Switzerland, 8; UAE, 7; Argentina, 5; Brazil, 20; Colombia, 3; Australia, 26; Hong Kong, 4; Indonesia, 1; Malaysia, 3; New Zealand, 4; Singapore, 22; South Korea, 24; Taiwan, 1; Thailand, 7; and Vietnam, 1. |

  96. CEO PAY RATIO

    | • | From our adjusted employee population, we compared the amount of base salary plus bonus and sales incentive from January 1, 2023 through September 30, 2023. We did not prorate the compensation of part-time employees or newly hired employees for this period. For an employee located outside the U.S. who was compensated using non-U.S. currency, we converted the employee’s compensation to U.S. dollars using the exchange rate in effect on October 1, 2023. We did not make any cost-of-living adjustments. |

  97. CEO PAY RATIO

    After we identified our median employee, we calculated the median employee’s annual total compensation for 2023 in accordance with the requirements of the applicable SEC rules. For the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table included in this Proxy Statement. To calculate the pay ratio, we divided our CEO’s annual total compensation by our median employee’s annual total compensation.

  98. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Item 402(v) of Regulation S-K, we are providing the following table and related disclosures. The information contained in this section shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

  99. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE The following table sets forth the compensation information of our Principal Executive Officer (PEO) and the average compensation for our other named executive officers (non-PEO NEOs), along with the total shareholder return and net income for each of fiscal year 2023, 2022, 2021 and 2020. For further information regarding our executive compensation programs, please refer to the section entitled “Compensation Discussion and Analysis.”

  100. PAY VERSUS PERFORMANCE TABLE

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(1) | Average Compensation Actually Paid to non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On: | | Net Income | Company- Selected Measure(5) | | | | | | | Total Shareholder Return(4) | Peer Group Total Shareholder Return(4) | | | | 2023 | $7,064,526 | $7,108,443 | $1,145,422 | $791,989 | $84 | $152 | $75,000,000 | — | | 2022 | $2,703,120 | $1,862,776 | $478,669 | $464,672 | $66 | $126 | $26,000,000 | — | | 2021 | $6,042,091 | $4,167,196 | $459,305 | $343,204 | $101 | $162 | $24,000,000 | — | | 2020 | $11,962,882 | $35,160,284 | $675,223 | $939,203 | $175 | $128 | ($541,000,000) | — |

  101. PAY VERSUS PERFORMANCE TABLE

    | (1) Our PEO for 2020 through 2023 was James V. Continenza. The individuals comprising our non-PEO NEOs for each year were as follows: |

  102. PAY VERSUS PERFORMANCE TABLE

    | 2020 | 2021 | 2022 | 2023 | | David E. Bullwinkle | David E. Bullwinkle | David E. Bullwinkle | David E. Bullwinkle | | Roger W. Byrd | John O’Grady | Terry R. Taber | Terry R. Taber | | | | Randy D. Vandagriff | Roger W. Byrd | | | | Roger W. Byrd | Richard T. Michaels | | | | John O’Grady | |

  103. PAY VERSUS PERFORMANCE TABLE

    | (2) The dollar amounts reported in this column represent the amount of “compensation actually paid” to the PEO in 2023, 2022, 2021 and 2020, as computed in accordance with Item 402(v) of Regulation S-K. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. The dollar amounts do not necessarily reflect the actual amount of compensation earned by or paid to the PEO during the applicable fiscal years. |

  104. PAY VERSUS PERFORMANCE TABLE

    | PEO Compensation Actually Paid Detail for 2023 | | | Compensation Element | | | Summary Compensation Table (SCT) Reported Total Compensation | $7,064,526 | | Aggregate SCT Reported Equity Compensation (-) | ($3,760,150) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $3,467,123 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $255,000 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $0 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vested During Covered FY (+/-) | $94,000 | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $0 | | Aggregate Change in the Actuarial Present Value of the Accumulated Benefits under Actuarial Pension Plans Reported in the SCT (-) | ($307,860) |

  105. PAY VERSUS PERFORMANCE TABLE

    | PEO Compensation Actually Paid Detail for 2023 | | | Compensation Element | | | Actuarially Determined Service Costs for Services Rendered During the Fiscal Year (+) | $36,928 | | Cost/Credit of Benefits Granted During the Covered FY Attributed to Services Rendered in Periods Prior to an Amendment/Initiation (+) | $258,876 | | Compensation Actually Paid Determination | $7,108,443 |

  106. PAY VERSUS PERFORMANCE TABLE

    | (3) The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the non-PEO NEOs in 2023, 2022, 2021 and 2020, as computed in accordance with Item 402(v) of Regulation S-K. Equity compensation fair value was calculated based on assumptions determined in accordance with FASB ASC Topic 718. The dollar amounts do not necessarily reflect the actual average amount of compensation earned by or paid to the non-PEO NEOs during the applicable fiscal years. |

  107. PAY VERSUS PERFORMANCE TABLE

    | Average Non-PEO NEOs Compensation Actually Paid Detail for 2023 | | | Compensation Element | | | Summary Compensation Table (SCT) Reported Total Compensation | $1,145,422 | | Aggregate SCT Reported Equity Compensation (-) | ($593,152) | | Year-End Fair Value of Awards Granted During the FY & Outstanding (+) | $255,000 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Outstanding (+/-) | $1,063 | | Vesting Date Fair Value of Awards Granted & Vested During the Covered FY (+) | $0 | | Year-Over-Year Change in Fair Value of Awards Granted During Previous FYs & Vested During Covered FY (+/-) | $6,755 | | Prior FYE Value of Awards Determined to Fail to Meet Vesting Conditions During Covered FY (-) | $0 | | Aggregate Change in the Actuarial Present Value of the Accumulated Benefits under Actuarial Pension Plans Reported in the SCT (-) | ($142,140) | | Actuarially Determined Service Costs for Services Rendered During the Fiscal Year (+) | $33,415 | | Cost/Credit of Benefits Granted During the Covered FY Attributed to Services Rendered in Periods Prior to an Amendment/Initiation (+) | $85,626 | | Compensation Actually Paid Determination | $791,989 |

  108. PAY VERSUS PERFORMANCE TABLE

    | (4) Cumulative total shareholder return (TSR) calculated based on an assumed $100 investment as of December 31, 2019. Peer Group TSR reflects the TSR of the S&P Small Cap 600 IT (total return). |

  109. PAY VERSUS PERFORMANCE TABLE

    | (5) As all compensation issued by the us during the four most recently completed fiscal years has been pursuant to contractual obligations, there have been no financial performance measures used by us to link compensation for the most recently completed fiscal year to the Company’s performance. Therefore, we are not able to use a Company-selected measure. See “Financial Performance Measures” below. |

  110. Compensation Actually Paid versus TSR

    Compensation Actually Paid versus TSR

  111. Compensation Actually Paid versus Net Income

    Compensation Actually Paid versus Net Income

  112. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  113. 2023 Director Compensation Table

    2023 Director Compensation Table Our non-employee directors received the following compensation in 2023:

  114. 2023 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | B. Thomas Golisano | 67,500 | 100,000(2) | 167,500 | | Philippe D. Katz | 110,000(3) | 100,000 | 210,000 | | Kathleen B. Lynch | 110,000 | 100,000 | 210,000 | | Jason New | 90,000 | 100,000 | 190,000 | | Darren L. Richman(4) | 190,000 | 0 | 190,000 | | Michael E. Sileck Jr. | 90,000 | 100,000 | 190,000 | | David P. Bovenzi | 22,500 | 73,151(5) | 95,651 |

  115. 2023 Director Compensation Table

    | (1) Pursuant to the previous determination of the Board that annual director grants be made on the day of the annual meeting of shareholders, the 2023 RSUs were granted effective May 17, 2023, and vest on May 14, 2024, the day immediately preceding the 2024 annual meeting of shareholders. The amounts reported in this column have been calculated in accordance with FASB ASC Topic 718. |

  116. 2023 Director Compensation Table

    | (2) Upon resigning from the Board August 23, 2023, Mr. Golisano forfeited 17,092 RSUs, which represent the unvested pro rata portion of the annual director grant for 2023. |

  117. 2023 Director Compensation Table

    | (3) Mr. Katz received $55,000 in cash and had elected to receive RSAs in lieu of his cash retainer for the period from May 18, 2022 to May 17, 2023. |

  118. 2023 Director Compensation Table

    | (4) Mr. Richman elected to receive cash in lieu of the annual stock grant of RSUs, which will be paid to him following the date of the 2024 annual meeting of shareholders. |

  119. 2023 Director Compensation Table

    | (5) Mr. Bovenzi received a pro-rated director grant of 14,778 RSUs on August 23, 2023 upon his appointment to the Board. These RSUs vest on May 14, 2024, the day immediately preceding the 2024 annual meeting of shareholders. |

  120. 2023 Director Compensation Table

    The following table reports the outstanding restricted stock awards and stock option awards held by each of the non-employee directors as of December 31, 2023:

  121. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

    | • | Mr. Golisano is also a director and greater than 10% shareholder of Paychex, Inc., (“Paychex”), a provider of human resources and payroll solutions. During the year ended December 31, 2023, the Company paid Paychex approximately $656,000 to provide payroll and other ancillary services. As a former director and a beneficial owner of greater than 10% of the Company’s shares, Mr. Golisano may have been deemed to have an interest in this transaction but was not expected to have any direct identifiable interest in this transaction. Mr. Golisano did not participate in the negotiation, decision-making process, or approval of the agreement between Paychex and the Company. |