ODP DEF 14A Report ended March 20, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

THE ODP CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

2025 ANNUAL MEETING NOTICE

and PROXY STATEMENT

March 20, 2025

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS

To the Shareholders of The ODP Corporation:

Items of Business:

1. To elect eight (8) members of the Company’s Board of Directors named in, and for the term, described in the Proxy Statement;

2. To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2025;

3. To approve, in a non-binding, advisory vote, the Company’s executive compensation;

4. To approve an amendment to the Amended and Restated Certificate of Incorporation to provide for officer exculpation;

5. To approve an amendment to The ODP Corporation 2021 Long-Term Incentive Plan; and

6. To consider such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only shareholders of record at the close of business on March 3, 2025 (the “Record Date”) are entitled to notice of and to vote at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”) or any adjournment or postponement thereof.

Pursuant to rules promulgated by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials by notifying you of the availability of our proxy materials on the Internet. Instead of mailing paper copies of our proxy materials, we sent shareholders the Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 1, 2025, with instructions for accessing the proxy materials and voting via the Internet (the “Notice”). The Notice, which was mailed on or around March 20, 2025, also provides information on how shareholders may obtain paper copies of our proxy materials if they so choose. The Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (“2024 Annual Report”) may be accessed at www.proxyvote.com . If requested, certain shareholders were sent a full set of printed proxy materials or an email with instructions on how to access the proxy materials electronically based on their previously indicated delivery preferences.

Your vote is important. To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by requesting a proxy card to complete, sign and return by mail. Internet and telephone voting procedures are described in the section “Questions and Answers About Our Annual Meeting” beginning on page 110 of the Proxy Statement and on the proxy card.

Since 2020, we have held our annual meetings in a virtual meeting format only, via a live webcast, with no physical in-person meeting; initially, we did so for the safety of our associates, including shareholders, during the COVID-19 pandemic and in accordance with federal, state and local guidance. Based on shareholders’ and our experiences at those meetings, we believe our virtual meeting format offers shareholders the same opportunities to participate as an in-person meeting and allows us to provide consistent opportunities for engagement to all shareholders, regardless of their geographic location. Therefore, we have determined that the Annual Meeting will be held in a virtual meeting format only. If you plan to participate in the virtual meeting, please see “Questions and Answers About Our Annual Meeting” beginning on page 110 of the Proxy Statement. Shareholders will be able to attend, vote, submit questions and view the shareholder list during the Annual Meeting from any location via the Internet. A technical support phone number will be posted on the virtual meeting log-in page if you experience technical difficulties during the check-in process or during the webcast.

Boca Raton, Florida

March 20, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 1, 2025. Financial and other information concerning The ODP Corporation is contained in our 2024 Annual Report. The Proxy Statement and 2024 Annual Report are available free of charge at www.proxyvote.com , a site that does not have “cookies” that identify visitors to the site.

TABLE OF CONTENTS

Proxy Sta tement Summary

Proxies are being solicited by the Board of Directors of The ODP Corporation (“ODP,” the “Company,” “we,” or “our”) to be voted at our Annual Meeting of Shareholders to be held virtually on Thursday,May 1, 2025 at 9:00 a.m. Eastern Time (“Annual Meeting”). The proxy materials were first made available to shareholders on or about March 20, 2025. This summary provides an overview of selected information in the Proxy Statement. We encourage you to read the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 28, 2024 (“2024 Annual Report”) before voting. Questions and Answers about our Annual Meeting can be found beginning on page 110 of the Proxy Statement.

Annual Meeting Agenda and Voting Recommendations

Casting your vote:

Board Composition

Our Board of Directors (the “Board”) values a board that reflects a diverse set of skills, professional and personal backgrounds, perspectives and experiences.

During 2024, our Board of Directors consisted of individuals with varied and complementary business, leadership and financial expertise. Many of our Directors have leadership experience at major U.S. and multinational companies, as well as experience on the boards of other companies and organizations, which provide an understanding of different business processes, challenges and strategies. In addition, many of our Directors have industry and public policy experience that provides insight into issues faced by public companies.

Relevant Skills and Experience of our Board of Directors

The ODP Corporation At-A-Glance

The ODP Corporation (NASDAQ:ODP) is a leading provider of products, services, and technology solutions through an integrated B2B distribution platform and omni-channel presence, including supply chain and distribution operations, dedicated sales professionals, online presence, and a network of Office Depot and OfficeMax retail stores. Through its operating companies ODP Business Solutions, LLC; Office Depot, LLC; and Veyer, LLC, The ODP Corporation empowers every business, professional, and consumer to achieve more every day. In 2024, The ODP Corporation sold Varis, Inc., its digital procurement platform, to sharpen its focus on core operations and enhance shareholder value.

Our vision is to empower every business, professional and consumer with the products and services they need to achieve more every day. We achieve our vision by driving our low-cost business model and continuing to provide our customers with innovative products and services they need to sustainably grow their businesses. We remain focused on positioning ODP for profitable growth and deploying a disciplined capital management strategy, which has helped us become a leading provider of business products, services and supplies, and digital workplace technology solutions to small, medium and enterprise-level businesses. Additionally, ODP has expanded its value proposition to new industry segments, namely the large and growing hospitality industry sector. Our foundation is our 5C Culture, which is customer, commitment, creativity, change and caring.

We operate through three reportable segments including ODP Business Solutions, LLC; Office Depot, LLC; and Veyer, LLC. These three synergistic and defined business units position us to deliver value as follows:

Our 5C Culture

Customer:

We relentlessly focus on serving our

customers to ensure their success.

Commitment:

We do what we say we will do with

transparency and integrity.

Change:

We seek and embrace change in the pursuit

of excellence.

Caring:

We challenge ourselves to be our best, treating

each other, our customers and communities

as we want to be treated.

Creativity:

We are innovators, disrupting to deliver new ways of

doing business that drive sustainable, profitable growth.

CREATING VALUE FOR OUR SHAREHOLDERS

Highlights as of the end of fiscal year 2024 include the following:

Corporate Governance Highlights

Our Board of Directors is committed to strong governance practices, which promote the long-term value of the Company for its shareholders. The Board of Directors regularly reviews our governance practices to ensure they reflect the evolving governance landscape and appropriately support and serve the best interests of the Company and its shareholders. The Corporate Governance section beginning on page 22 describes our governance framework in further detail, which includes the following highlights:

Snapshot of Director Nominees

All Director nominees meet The NASDAQ Stock Market governance standards (“Nasdaq rules”) for director independence except for Gerry P. Smith, who is not independent due to his position as our Chief Executive Officer (“CEO”).

C = Committee Chair

= Financial Expert

* As of date of nomination, February 13, 2025

PROPOSAL No. 1: ELECTIO N OF DIRECTORS

The Role of the B oard of Directors

Our Board of Directors (the "Board") is currently comprised of eight (8) talented directors, four (4) of whom are women, with diverse skill sets and professional backgrounds as reflected in their biographies beginning on page 12.

Under our Amended and Restated Bylaws (the “Bylaws”), the Board of Directors has the authority to determine its size and to fill any vacancies. Effective as of June 10, 2024, upon recommendation from the Corporate Governance and Nominating Committee, the Board resolved to increase its size from seven (7) to eight (8) members, and appointed Amy Schioldager and Evan Levitt to fill the vacancies resulting from this increase in the size of the Board and from the departure of Joseph S. Vassalluzzo, former Chair of the Board, whose resignation was effective as of June 10, 2024. Mr. Levitt was initially recommended to the Board of Directors by a shareholder and was presented to the Corporate Governance & Nominating Committee for consideration. Ms. Schioldager was initially recommended to the Board of Directors by a third party search firm retained by the Corporate Governance and Nominating Committee to assist it in identifying director candidates for consideration. There are no vacancies on the Board.

The Board of Directors, elected annually by our shareholders, oversees the business and management of the Company. Members of the Board monitor and evaluate the Company’s business performance and advise on strategic direction through regular communication with the CEO, other key members of management, and by participating in Board and Board committee meetings. Corporate review sessions are also provided to Directors to give them more detailed views of specific areas of our business. The Board is committed to sound and effective corporate governance policies and high ethical standards.

Director No mination Process

Board Membership Criteria

We believe that a director should possess the highest professional ethics, integrity and values, and be committed to representing the long-term interests of our shareholders. He or she should have an inquisitive and objective perspective, practical wisdom and mature judgment. We endeavor to have a board representing a range of experiences in business and leadership, and in areas that are relevant to our business operations.

As such, in identifying Director nominees, we seek individuals with:

Director Independence and Independence Determinations

The Corporate Governance Guidelines require that a majority of the Board of Directors must be “independent” under the Nasdaq rules, and all Directors who are members of the Company’s Audit, Compensation & Talent and Corporate Governance & Nominating committees, must also be independent. To maintain its objective oversight of management, the Board of Directors consists, currently, of all independent Directors, with the exception of Gerry P. Smith, the current CEO of the Company.

The Board of Directors evaluates the independence of each Director nominee in accordance with the Corporate Governance Guidelines, which incorporate the Nasdaq rules and the SEC rules. The Board considered transactions and relationships between the Company and its subsidiaries and affiliates on the one hand and, on the other hand, Directors,

immediate family members of Directors, or entities of which a Director or an immediate family member is an executive officer, general partner or significant equity holder. The Board also considered whether there were any transactions or relationships between any of these persons or entities and any members of the Company’s senior management or their affiliates.

Based on an annual evaluation performed, and recommendations made, by the Corporate Governance & Nominating Committee, the Board of Directors affirmatively determined that each of the following Directors who served in fiscal year 2024 was, or as a current Director nominee is, independent of the Company and its management under the standards set forth in the Corporate Governance Guidelines.

In addition to the directors named above, the Board also determined that Dr. David M. Szymanski, who retired from the Board effective as of February 13, 2024, and Mr. Joseph S. Vassalluzzo, who resigned as of June 10, 2024, qualified as independent of the Company and its management during their respective service on the Board of Directors in fiscal year 2024.

The Board of Directors also affirmatively determined that, none of its members other than Mr. Smith has a material relationship with the Company that would impair independence from management, and that all members serving on the Audit, Compensation & Talent and Corporate Governance & Nominating committees have been determined by the Board to be comprised of independent Directors. The Board of Directors’ evaluation included consideration that (i) a relative by marriage of Ms. Campbell is a Principal of Deloitte Consulting LLP, which is a separate legal entity from the Company’s independent registered public accounting firm Deloitte & Touche LLP, and such relative does not personally perform any audit or other services for the Company while working at Deloitte Consulting LLP and (ii) a relative by marriage of Ms. Schoppert (an adult child of Ms. Schoppert’s spouse who does not and has not shared Ms. Schoppert’s home) is an employee of the Company’s independent registered public accounting firm Deloitte & Touche LLP and such relative does not personally perform any audit or other services for the Company while working at Deloitte & Touche LLP. Further, the Board of Directors considered the fact that Mr. Vassalluzzo served as the Company’s Interim Principal Executive Officer from September 2023 through January 2024 during Mr. Smith’s temporary medical leave. As permitted under the Nasdaq rules, service as an interim chief executive officer does not disqualify Mr. Vassalluzzo from being considered independent following such service provided that the interim service did not last longer than one year and Mr. Vassalluzzo did not have any relationships that would disqualify him from being considered independent. In addition, none of the Directors serve as an executive officer of a charitable organization to which the Company made contributions during fiscal year 2024.

Board Diversity

Pursuant to the Corporate Governance Guidelines, the Corporate Governance & Nominating Committee seeks to create a board of directors that represents diversity as to skills, experiences, age, race, gender and ethnicity. While the Board of Directors does not have a formal diversity policy, the Board is committed to a diversified membership. The Corporate Governance & Nominating Committee considers the Board’s overall composition when seeking a potential new candidate, including whether the Board has an appropriate combination of professional experience, skills, knowledge and variety of viewpoints and backgrounds in light of the Company’s current and future business needs. The Corporate Governance & Nominating Committee also considers, among others, the character, expertise, sound judgment, ability to make independent analytical inquiries, business experiences, understanding of the Company’s business environment, ability to make time commitments to the Company, demonstrated teamwork, and the ability to bring unique and diverse

perspectives and understandings to the Board. In identifying prospective Director candidates, the Corporate Governance & Nominating Committee may seek advice and recommendations from other Board members, management, shareholders or outside advisors. In addition, the Corporate Governance & Nominating Committee may, but need not, retain a third-party independent search firm in order to assist it in identifying candidates to serve as Directors of the Company.

Service on Other Public Company Boards

Each member of the Board of Directors must have the time and ability to make constructive contributions to the Board as well as a clear commitment to fulfilling the fiduciary duties required of directors and serving the interest of the Company’s shareholders. To that end, the CEO and any independent Directors who serve as the chief executive officer of a publicly traded company may not serve on more than two public company boards in addition to our Board, and other independent Directors may not serve on more than four public company boards in addition to our Board. Current positions in excess of these limits may be maintained unless the Board determines that doing so would impair the director's service on our Board.

Candidates Recommended by Shareholders

The Corporate Governance & Nominating Committee will consider Director candidates recommended by shareholders using proxy access. Proxy access permits a shareholder, or group of up to 20 shareholders, owning at least 3% of the Company’s outstanding common stock continuously for at least three years as of both: (i) the date of nomination to nominate and include in the proxy statement director nominees and (ii) the record date for determining shareholders eligible to vote at the applicable annual meeting and through the date of the annual meeting, constituting up to the greater of two individuals and 20% of the number of directors then serving. The shareholder(s) and the nominee(s) must satisfy the requirements specified in our Bylaws, including that written notice of a nomination be provided to the Corporate Secretary at the Company’s address not less than 120 days nor more than 150 days prior to the first anniversary of the date on which the Company’s definitive proxy statement was released to shareholders in connection with the prior year’s annual meeting. Additional information, including Company address, and submission of non-proxy access director nominations and other shareholder proposals can be found under the caption “2026 Shareholder Proposals.”

All nominations received by the Corporate Secretary that satisfy the requirements set forth in our Bylaws relating to director nominations will be presented to the Corporate Governance & Nominating Committee for consideration. Shareholders also must satisfy the notification, timeliness, consent and information requirements set forth in this Proxy Statement and in our Bylaws. The Corporate Governance & Nominating Committee’s evaluation of shareholder-proposed director candidates will be the same as for any other proposed candidates.

Majority Vote Standard for Election of Directors

Each Director nominee must be elected by a majority of the votes cast in an uncontested election. This means that the number of votes cast “FOR” a Director nominee must exceed the number of votes cast “AGAINST” the Director nominee. If a nominee who currently serves as a Director is not re-elected, Delaware law provides that the Director would continue to serve on the Board until his or her successor has been elected and qualified.

Director Resignation Policy

Under our Bylaws, if a nominee for Director who is an incumbent Director is not re-elected and no successor has been elected at such meeting, the Director is required to promptly tender his or her resignation to the Board of Directors. In that situation, the Corporate Governance & Nominating Committee would make a recommendation to the Board of Directors about whether to accept or reject the resignation, or whether to take other action. Within ninety (90) days from the date that the Director submitted his or her resignation, the Board of Directors would act on the Corporate Governance & Nominating Committee’s recommendation and publicly disclose its decision and the rationale behind it. If the Board of Directors determines that there is a compelling reason for such incumbent Director to remain on the Board and does not accept the resignation, the Director will continue to serve until the next annual meeting or until his or her successor is duly elected, or his or her earlier resignation or removal. If a Director’s resignation is accepted by the Board of Directors, then the Board, in its sole discretion, may fill any resulting vacancy. The Director who tenders his or her resignation will not participate in the Board’s decision.

Retirement Age and Term Limits

As stated in our Corporate Governance Guidelines, the Board of Directors recommends, but does not require, that a Director not be nominated for re-election or reappointment to serve on the Board after having attained the age of 75 years. The Board of Directors recognizes, however, that a Director who has attained the age of 75 years may continue to be involved in activities, positions or relationships which are compatible with continued service on the Board and the Corporate Governance & Nominating Committee will review annually such Director’s fitness to serve on the Board. As of

the date our Director nominees were nominated by the Board of Directors, none of the nominees had attained the age of 75 years.

The Board of Directors does not believe that it should establish term limits. Term limits could result in the loss of Directors who have been able to develop, over a period of time, increasing insight into the Company and its business and operations, and an institutional memory that benefits the entire Board as well as management. As an alternative to term limits, the Corporate Governance & Nominating Committee annually reviews with each Director his or her desire to continue as a member of the Board which allows the Company the opportunity to conveniently replace Directors who are no longer interested or effective.

Board Oversigh t of Risk

Risk is an inherent part of ODP’s business activities and risk management is critical to the Company’s innovation and success. The Board of Directors has overall responsibility for risk oversight and focuses on the most significant risks facing the Company. The Board of Directors discharges its risk oversight responsibilities, directly and through delegation to its committees, and is responsible for evaluating the Company’s major risks for determining that appropriate risk management and control procedures are in place ensuring that management takes the appropriate steps to manage all major risks. The Board oversees a formal enterprise-wide approach to risk management, designed to support the achievement of organizational and strategic objectives, to improve long-term performance and enhance shareholder value. Cybersecurity is a critical component of our enterprise-wide risk management and the Audit Committee is primarily responsible for the oversight of risks from cybersecurity and data privacy. A fundamental part of risk management is not only understanding the risks a company faces and what steps management is taking to manage those risks, but also understanding what level of risk is appropriate for the Company.

The involvement of the Board of Directors in setting ODP’s business strategy is a key part of its assessment of management’s appetite for risk and determination of what constitutes an appropriate level of risk for the Company. The Company’s risk governance is facilitated through a top-down and bottom-up approach, with the tone established at the top by Mr. Smith, our CEO, and other members of senior management, specifically the executive leadership team. The executive leadership team utilizes an Enterprise Risk Management (ERM) steering committee as described below. For additional information see “Corporate Governance” under subheading “Role of the Board Committees in Risk Oversight.”

2025 Director N ominees

The Board of Directors has nominated eight (8) individuals listed below for election as Directors each to serve a one-year term of office to expire at the 2026 annual meeting of shareholders (the “2026 Annual Meeting”), or until their successors have been elected and qualified, or until their resignation or removal. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the eight nominees named in this Proxy Statement. Each of the nominees is an incumbent Director of ODP recommended for election or re-election by the Corporate Governance & Nominating Committee. Biographical information regarding each of the Director nominees is set forth below.

The Board of Directors has determined that seven (7) Director nominees satisfy the definition of independent director under the Nasdaq rules. In making these nominations, the Board reviewed the backgrounds, qualifications, attributes, experiences and contributions to the Board of the Director nominees and determined to nominate each of the current Directors for re-election. See “Director Independence and Independence Determinations” above for more information.

Pursuant to our Bylaws, should any of the Director nominees be unavailable or unable to serve at the time of the Annual Meeting, the Corporate Governance & Nominating Committee may propose a substitute nominee. If a substitute nominee is named, all proxies voting "FOR" the Director nominee who is unable to serve will be voted for the substitute nominee so named. If a substitute nominee is not named, all proxies will be voted for the election of the remaining Director nominees (or as directed on your proxy). Each individual nominated for election has agreed to serve if elected and the Board has no reason to believe that any Director nominee would be unavailable or unable to serve.

Board Composition Matrix

The Corporate Governance & Nominating Committee and the Board believe that the Director nominees for 2025 provide the Company with the right mix of skills and experience necessary for an optimally functioning Board. The following reflects Board demographics of our Director nominees. Further information on each Director nominee’s qualifications and relevant experience is provided in the individual biographical descriptions above.

DIRECTOR COMPEN SATION

The Compensation & Talent Committee, together with its independent compensation consultant, Meridian Compensation Partners, LP (“Meridian”), regularly reviews our non-management Directors’ compensation program to ensure that it is appropriate in light of market circumstances and prevailing “best practices” for corporate governance and to determine its competitiveness against the compensation of the boards of directors of our peer group (as shown in the Compensation Discussion and Analysis or “CD&A” section of this Proxy Statement). Effective October 1, 2021, the Compensation & Talent Committee set the annual retainer fee for our non-management Directors at $250,000 per year, consisting of a cash retainer of $92,500 per year and equity compensation of $157,500 per year. The non-Executive Chairman receives an additional $200,000 retainer fee. No deferrals of cash payments are permitted by the Directors. The $157,500 equity portion of the annual retainer fee is granted in the form of Restricted Stock Units (“RSUs”) to be distributed in shares following termination of service on the Board, with the distribution election made by the end of the prior tax year for existing Directors and prior to appointment to the Board for new Directors. The equity portion is typically awarded as soon as administratively practicable following the release of voting results from the annual shareholders’ meeting, and the number of shares is calculated based on the closing price of the Company’s common stock on the date of grant.

In October 2023, Meridian presented its review of director compensation to the Compensation & Talent Committee. No changes were recommended as current policy and provisions are aligned with peer and good governance practices.

For the 2024-2025 service year, the following compensation for services as a chair or as a member of the Board committees was paid in cash on a pro-rated, quarterly basis to the incumbent Directors:

Director Stock Ownership Guidelines

In 2024, non-management Directors were required to own no less than five times the directors’ cash portion of the annual retainer fee (equal to $462,500) in shares of our common stock and directors were also required to retain 100% of net shares awarded until termination of their service on the Board; however, the Director Stock Ownership Guidelines were changed in 2025, as described below.

The Compensation & Talent Committee reviews these ownership guidelines, on an annual basis, with assistance from its independent compensation consultant, to ensure that such guidelines align with best market practices, including the practices of a majority of our peer group, and with management’s ownership guidelines. Following its review in 2024, the Compensation & Talent Committee amended the ownership guidelines such that, beginning with shares awarded in 2026, Directors must retain 50% of net shares awarded until they meet the stock ownership guidelines. In addition, the Compensation & Talent Committee annually reviews each Director’s progress toward meeting the ownership guidelines. Ms. Jamison, Ms. Campbell, Ms. Schoppert, Mr. Allen and Mr. Samant have reached their ownership guidelines. The ownership of our new directors, Ms. Schioldager and Mr. Levitt, stood at 18% of the guidelines as of June 10, 2024 - the date of their appointment to the board and the date that they received their first equity award. Their share ownership reflects the timing of their initial awards and aligns with the early stages of their tenure. The Company expects their ownership to increase toward compliance over the required timeline.

Indemnification Agreements

The Company has entered into indemnification agreements with its Directors and certain of its officers. The indemnification agreements require the Company to indemnify these Directors and officers to the full extent permitted by Delaware law against any and all expenses (including advances of expenses), judgments, fines, penalties, and amounts paid in settlement incurred in connection with any claim against the indemnified person arising out of services as a director, officer, employee, trustee, agent, or fiduciary of the Company or for another entity at the request of the Company, and maintain directors and officers liability insurance coverage.

DIRECTOR COMPE NSATION TABLE FOR FISCAL YEAR 2024

The following table provides information regarding compensation earned in 2024 by each non-employee director excluding Joseph S. Vassalluzzo. Mr. Vassalluzzo served as the Company’s Interim Principal Executive Officer from September 2023 through January 2024, and his compensation for service as a director is fully reflected in the 2024 Summary Compensation Table.