Cynthia Jamison
ODPAbout Cynthia T. Jamison
Cynthia T. Jamison, age 65, is an independent director of The ODP Corporation and has served on the Board since 2013; she is designated an audit committee financial expert and currently chairs the Audit Committee while also serving on the Compensation & Talent Committee . Her background includes senior finance leadership and CFO roles: Partner at Tatum, LLC (1999–2009; led CFO Services and sat on the Operating Committee 2005–2009), CFO of AquaSpy, Inc. (2009–2012), CFO of Chart House Enterprises, and earlier finance roles at Allied Domecq Retailing USA, Kraft General Foods, and Arthur Andersen LLP .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tatum, LLC | Partner; Head of CFO Services; Operating Committee member | 1999–2009; led CFO Services 2005–2009 | Led CFO services practice; governance/operating committee experience |
| AquaSpy, Inc. | Chief Financial Officer | 2009–2012 | CFO of ag-tech sensor provider; public company reporting experience |
| Chart House Enterprises | Chief Financial Officer | Not disclosed | CFO for food retailer; finance leadership |
| Allied Domecq Retailing USA | Finance roles | Not disclosed | Corporate finance experience |
| Kraft General Foods | Finance roles | Not disclosed | Corporate finance experience |
| Arthur Andersen LLP | Finance roles | Not disclosed | Accounting/audit grounding |
External Roles
| Company | Role | Tenure | Committees/Position |
|---|---|---|---|
| Darden Restaurants, Inc. | Director; Chair of the Board | Since 2014 | Board Chair (leadership, oversight) |
| International Flavors & Fragrances | Director | Since 2025 | Audit Committee member |
| Tractor Supply Company | Director; Chairman of the Board | 2002–2023; Chair 2014–2023 | Board leadership through retail growth cycles |
| Big Lots | Director; Chair of the Board | 2015–2025; Chair 2023–2025 | Board leadership in specialty retail |
| B&G Foods, Inc. | Director | 2004–2015 | Packaged foods board experience |
| Horizon Organic Holdings; Cellu Tissue, Inc.; Caribe Media | Director | Not disclosed | Additional public/private board exposure |
| Regency Centers Corp. (as disclosed in 2024 proxy) | Director | Since 2023 (as of 2024) | Compensation and Nominating & Governance committees |
Board Governance
- Independence: The Board affirmatively determined Jamison is independent under Nasdaq and SEC standards; she is an audit committee financial expert .
- Committee assignments: Audit (Chair) and Compensation & Talent .
- Committee activity in FY 2024:
- Audit Committee: 8 meetings; 4 executive sessions; all members financially literate and independent; audit committee financial experts include Jamison .
- Compensation & Talent Committee: 7 meetings; 5 executive sessions; all members independent and qualify as “outside directors” under Section 162(m) and “non-employee” under SEC rules .
- Corporate Governance & Nominating Committee: 5 meetings; 1 executive session; oversight of governance, board composition, related party transaction policy, succession, sustainability .
- Board activity and attendance: The Board held 14 meetings in FY 2024; non-management directors held 11 executive sessions; each current director attended at least 75% of Board and applicable committee meetings; all incumbent directors up for re-election attended the 2024 Annual Meeting .
- Evaluation and engagement: Annual board/committee evaluations overseen by Corporate Governance & Nominating; focuses include structure, materials, director performance, access to experts, and chair performance; director orientation and continuing education encouraged with company support .
- Executive sessions: Non-executive chair presides; in absence, non-management directors designate another presiding director .
- Risk oversight: Audit oversees financial reporting/internal control, legal/regulatory, cybersecurity; Compensation & Talent oversees compensation risk and clawbacks; Corporate Governance & Nominating oversees governance, independence, related party risks, sustainability; audit and compensation committees hold joint compensation risk assessments (last in 2024) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Retainer (Cash) | $92,500 | Cash portion; no cash deferrals permitted |
| Annual Director Retainer (Equity RSUs) | $157,500 | RSUs granted post annual meeting; number of shares based on closing price at grant; distribution deferred until service termination |
| Audit Committee Chair Fee | $25,000 | Additional annual cash fee |
| Compensation & Talent Committee Member Fee | $10,000 | Additional annual cash fee |
| Corporate Governance & Nominating Committee Chair/Member Fees | $15,000 (Chair); $7,500 (Member) | Additional annual cash fees |
| Jamison – Cash Fees Earned (FY 2024) | $140,000 | Includes cash retainer and committee chair/member fees; prorated as applicable |
Performance Compensation
| Equity Award | Grant Date | Shares | Grant Date Closing Price | Grant Date Fair Value |
|---|---|---|---|---|
| Annual RSUs (Director Retainer) | 04/26/2024 | 3,065 | $51.39 | $157,510 |
- Vesting and distribution: As of December 28, 2024, all director RSUs are fully vested; distribution is deferred until the director’s separation date or six months thereafter, per prior elections .
- Stock ownership guidelines: Directors must own no less than five times the cash retainer ($462,500) under 2024 guidelines; in 2025, guidelines amended so starting with 2026 awards, directors must retain 50% of net shares until guideline met; Jamison has reached her ownership guideline .
- Hedging/pledging: Directors are prohibited from hedging or pledging company stock .
- Performance metrics tied to director compensation: None disclosed; director pay consists of fixed cash retainer, committee fees, and time-based RSUs without performance conditions .
Other Directorships & Interlocks
| Committee/Topic | Disclosure |
|---|---|
| Compensation & Talent Committee interlocks | No member (including Jamison) was an officer/employee of ODP in FY 2024; no relationships requiring Item 404 disclosure; no reciprocal interlocks with other entities’ compensation committees |
| Related party transactions | Policy requires review/approval of any >$120,000 transactions with related persons; in FY 2024, none required disclosure under Item 404(a) and none affected directors’ independence |
Expertise & Qualifications
- Financial/accounting expertise with public company reporting, strategy, and capitalization; extensive CFO and board leadership experience; designated audit committee financial expert .
- Senior management and governance experience across multiple public boards, including chair roles at Darden, Big Lots, and Tractor Supply; brings strategic planning and corporate governance depth .
Equity Ownership
| Holder | Beneficial Shares | Beneficial Ownership % | RSUs Outstanding | Notes |
|---|---|---|---|---|
| Cynthia T. Jamison | 1,646 | <1% | 42,513 | As of March 3, 2025; RSUs fully vested, distribution deferred per policy/elections |
| Shares outstanding (reference) | 29,818,271 | — | — | As of March 3, 2025 |
| Hedging/Pledging status | — | — | — | Hedging and pledging prohibited for directors |
| Ownership guideline status | — | — | — | Jamison has reached director ownership guideline |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Security | Quantity | Price/Valuation | Notes/Source |
|---|---|---|---|---|---|
| 04/30/2024 | 04/26/2024 | RSUs (director grant) | 3,065 | $51.39 (closing price) | Annual director RSU grant; Form 4 filed 04/30/2024 |
Governance Assessment
- Positive signals: Independent audit chair and SEC-designated financial expert; strong committee cadence (Audit 8 meetings/4 exec sessions; C&T 7/5; CG&N 5/1) indicating active oversight .
- Board engagement: Board held 14 meetings; non-management directors held 11 executive sessions; each current director met at least 75% attendance threshold; robust annual evaluations and continuing education support .
- Alignment: Jamison has met ownership guidelines; director equity is fully vested with deferred distribution; hedging and pledging prohibited—reduces misalignment/leveraged risk .
- Conflicts/related party exposure: No related party transactions required disclosure in 2024; Board affirms independence .
- Compensation governance: Meridian serves as independent consultant for director compensation; C&T enforces clawbacks and monitors stock ownership guidelines; joint comp risk assessments held with Audit .
- Potential risk flag: Multiple external directorships (e.g., Chair at Darden and director at IFF) increase time-commitment burden; however, policy notes no member serves on audit committees of >3 public boards, mitigating audit overload concerns .