Amy Schioldager

About Amy Schioldager

Independent director of The ODP Corporation since June 10, 2024, age 62, with 25+ years at BlackRock where she served as Senior Managing Director and Global Head of Beta Strategies overseeing $2.5T AUM; she also served on BlackRock’s Global Executive Committee overseeing $11B P&L and 13,000 employees across 30 countries . She is independent under Nasdaq rules, serves on the Audit and Corporate Governance & Nominating Committees, and attended at least 75% of Board/committee meetings in FY2024 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee member .
• Independence: Board affirmatively determined she is independent under Nasdaq and SEC rules .
• Attendance: Each current director attended ≥75% of total Board and applicable committee meetings in FY2024; Board held 14 meetings; non-management directors held 11 executive sessions .
• Committee activity levels (FY2024): Audit (8 meetings; 4 exec sessions); Compensation & Talent (7; 5); Corporate Governance & Nominating (5; 1) .
• Shareholder support (2025 election): Votes for Schioldager 22,465,441; against 2,413,993; abstain 15,659; broker non-votes 2,705,385 .

Fixed Compensation

Director pay framework and Amy’s FY2024 director compensation.

• Standard director pay design (effective Oct 1, 2021; unchanged after 2023 review): $250,000 annual retainer split into $92,500 cash + $157,500 equity (RSUs, distributed after service ends). Additional cash retainers for committee roles per schedule below .

• Amy Schioldager – FY2024 Director Compensation:

Notes: Her equity award reflects pro-rata timing of her June 10, 2024 appointment (grant date and calc in Performance Compensation below) .

Performance Compensation

• Program design: Director equity is delivered in RSUs; annual equity value $157,500, typically granted after shareholder meeting; RSUs are fully vested but settlement (share delivery) is deferred until separation per director elections (distribution timing) .
• No performance conditions apply to director RSUs (time-based, deferred delivery), hence there are no performance metrics for director equity .

Director equity grant detail:

Other Directorships & Interlocks

• Current public company boards: Corebridge Financial, Inc. (Risk Committee Chair; Section 16 Sub-Committee) .
• Prior public boards: American International Group, Inc.; Intermediate Capital Group plc .
• Compensation Committee interlocks: ODP’s Compensation & Talent Committee reported no interlocks or insider participation requiring disclosure for FY2024; members were Campbell (Chair), Jamison, Levitt, and Samant (Schoppert earlier in FY) .

Expertise & Qualifications

• Global index and beta investment leadership; governance and institutional investor insights; service on public, private, and academic boards .
• Financial literacy via Audit Committee membership; Board determined all Audit members are financially literate; ODP designates Jamison and Levitt as audit committee financial experts .

Equity Ownership

• Beneficial ownership at FY2024 year-end (RSUs outstanding): 3,562 units for Amy Schioldager; all director RSUs fully vested with deferred distribution until separation .
• Ownership guidelines: Directors must hold ≥5x cash retainer ($462,500) and retain 100% of net shares until termination (guideline modified in 2025 so beginning with shares awarded in 2026, retain 50% of net shares until guideline met) .
• Compliance status (new directors): As of appointment date (June 10, 2024), Schioldager’s holdings equaled 18% of guideline; expected to increase over required timeline .
• Anti-hedging/anti-pledging policies: Hedging and pledging of company stock prohibited for directors and executive officers .

Insider filings (Form 3/4) – transactions and current reported holdings:

Governance Assessment

Strengths and signals supporting investor confidence:

• Independent director with deep index investing and governance experience; serves on risk oversight at a large insurer (Corebridge), bringing risk and capital markets perspective to ODP .
• Active on Audit and Corporate Governance & Nominating Committees; Board reported solid engagement (≥75% attendance) and robust committee cadence in 2024 .
• Director pay structure balanced toward equity with deferred settlement; stringent ownership guidelines; anti-hedging/anti-pledging policies enhance alignment .
• Shareholder support: strong director vote in 2025 election (22.47M For vs 2.41M Against); Say-on-Pay support was 98.5% for 2023 decisions (reported in 2025 proxy). 2025 Say-on-Pay received 18,102,096 For and 6,773,361 Against (counts) .

Potential conflicts/related party exposure:

• ODP disclosed no related person transactions requiring disclosure in FY2024 and affirmed independence determinations for directors, including Schioldager .
• Service-on-other-boards policy limits appear respected; no disclosed interlocks or committee conflicts tied to Schioldager .

Director compensation structure analysis (alignment):

• Non-employee director compensation maintained since 2021; mix remains cash ($92.5k) and equity ($157.5k) with modest committee retainers; consultant review in Oct 2023 deemed program aligned with peers/best practices .
• Schioldager’s 2024 total ($200,235) reflects partial-year service and pro-rata equity grant; RSUs are vested with deferred distribution—aligning directors with long-term shareholder outcomes without short-term performance risk .

Red flags:

• None disclosed: no pledging/hedging, no related-party transactions, independence affirmed, attendance threshold met .
• Monitoring item: 2025 Say-on-Pay opposition count was notable relative to prior year’s strong support; board should continue investor engagement (counts provided; company continues outreach) .