David Centrella
ODPAbout David Centrella
Executive Vice President of The ODP Corporation and President of ODP Business Solutions since May 4, 2022, responsible for core B2B sales and operations across customer segments and verticals; he joined the company in 1998 and has 30+ years’ experience across finance, merchandising, sales, and operations . He holds a Bachelor of Science in Accounting from the University of Florida’s Fisher School of Accounting . Age is not disclosed in ODP filings; third-party profiles list his birth year as 1971 . Under his tenure as ODP Business Solutions President, ODP’s 2024 results reflected industry headwinds (sales $7.0B, -11% YoY; adjusted EBITDA $268M vs $459M in 2023; GAAP EPS $3.08, adjusted EPS $3.30), and compensation plans emphasized pay-for-performance via TSR- and EPS-based performance shares (2022 rTSR paid 25% at the 15.58th percentile; 2021 rTSR paid 108.33% at the 53.33rd percentile) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The ODP Corporation | EVP, President of ODP Business Solutions | 2022–present | Leads core B2B sales and operations across segments/verticals including Grand & Toy and federation entities . |
| The ODP Corporation | SVP, FP&A; led Separation Management Office | Pre-2022 | Drove enterprise FP&A and the separation management office for strategic review of consumer business . |
| The ODP Corporation | SVP, BSD Field Sales & Sales Operations | Pre-2022 | Led field sales; took on Sales Operations for BSD (contract channel) . |
| The ODP Corporation | SVP, Print & Services | Pre-2022 | Led ~$1B multi-channel Print & Services business . |
| The ODP Corporation | SVP, Merchandising Operations | Pre-2022 | Led vendor relations, pricing, promotional strategy . |
External Roles
No external public-company directorships or committee roles disclosed in ODP’s proxy or executive leadership site .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $525,000 | $525,000 |
| Target Bonus (% of salary) | 90% | 90% |
| Actual Annual Bonus Paid ($) | $485,399 | $94,500 |
Performance Compensation
| Component | Metric | Weight | Target | 2024 Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Bonus | Total Company Adjusted EBITDA | 20% | $411.0M | $267.6M | 0% | Cash (annual) |
| Annual Bonus | Total Company Net Sales | 20% | $7.71B | $6.99B | 0% | Cash (annual) |
| Annual Bonus | ODP Business Solutions AOI | 20% | $196.0M | $111.9M | 0% | Cash (annual) |
| Annual Bonus | ODP Business Solutions Net Sales | 20% | $4.04B | $3.59B | 0% | Cash (annual) |
| Annual Bonus | Non-Financial ESG (3 initiatives equally weighted) | 20% | Environmental: 4% plastic reduction; Social: 4.6% diverse supplier penetration; Environmental: 5% Scope 1&2 GHG reduction | ESG achieved 116.67% overall; payout capped at 100% due to EBITDA gate | 100% (capped) | Cash (annual) |
| LTIP (2024 grant) | Relative TSR (vs peer group) | 50% of PSUs | 50th percentile; 25th threshold; 85th max; capped at 100% if absolute TSR negative | 3-year performance (Mar 25, 2024–Mar 25, 2027) | 0–200% based on outcomes | Cliff vest Mar 25, 2027 |
| LTIP (2024 grant) | Adjusted EPS CAGR | 50% of PSUs | 17.1% target; 12.8% threshold; 21.4% max | 3-year performance (FY2024–FY2026) | 0–200% based on outcomes | Cliff vest Mar 25, 2027 |
| LTIP (2024 grant) | RSUs (time-based) | 40% of LTI value | N/A (time-based) | 7,765 RSUs granted; vests Mar 25, 2025/2026/2027 | N/A | 1/3 annually (Mar 25, 2025–2027) |
Notes:
- 2024 total annual bonus payout for Centrella was 20% of target (ESG-only), equating to $94,500 as shown in the Summary Compensation Table .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 63,014 shares as of March 3, 2025 |
| Shares outstanding | 29,818,271 as of March 3, 2025 |
| Ownership % of outstanding | ≈0.21% (63,014 ÷ 29,818,271) |
| Stock ownership guidelines (NEOs) | 3x annual base salary; must retain 50% of net shares until guideline met |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Vested vs unvested (as of Dec 27, 2024) | Unvested RSUs: 2,333 (2022), 5,594 (2023), 7,765 (2024); Unearned PSUs: 10,042 (2022), 11,718 (2023), 10,495 (2024) |
| Upcoming vesting dates (RSUs) | Equal annual tranches on Mar 25, 2025, Mar 25, 2026, Mar 25, 2027 |
| PSU vest timing | Cliff vest Mar 25, 2027 (subject to performance) |
Employment Terms
| Provision | Key terms |
|---|---|
| Letter agreement (effective May 4, 2022) | Base salary $525,000; target bonus initially 80% raised to 90% (July 31, 2022); annual LTI eligibility; perquisites/benefits . |
| Severance (no CIC): involuntary termination without Cause or resignation for Good Reason | Cash severance equal to 1.5x base salary plus 18 months COBRA differential; pro-rated annual bonus per actual performance; partial prorated vesting of time-based RSUs; outplacement ≈$22,500 (illustrative table values) . |
| Change-in-Control Plan (double-trigger) | 2x (base salary + average annual incentive for prior 3 years) plus 18 months COBRA differential; accelerated vesting: RSUs full vest; TSR PSUs vest at performance through CIC date; EPS PSUs vest at target; illustrative total payments $2,709,702 including ~$694,937 accelerated equity (subject to 280G cutback optimization) . |
| Clawbacks | SEC 10D-compliant mandatory recovery policy plus broader recoupment for erroneously awarded incentive comp and certain non-financial goals since 2010 . |
| Non-compete/Non-solicit | Required under executive agreements as condition to severance; confidentiality and related restrictive covenants apply . |
| Anti-hedging/anti-pledging | Categorical prohibitions in governance policies . |
Multi-Year Compensation Summary
| Component ($) | 2023 | 2024 |
|---|---|---|
| Salary | $525,000 | $525,000 |
| Stock awards (grant-date fair value) | $1,000,000 | $1,000,000 |
| Non-Equity Incentive Plan Compensation | $485,399 | $94,500 |
| All Other Compensation | $68,158 | $71,122 |
| Total | $2,078,557 | $1,690,622 |
Compensation Structure Analysis
- Equity-heavy, performance-oriented mix with 60% of LTI in PSUs and explicit three-year rTSR and EPS-CAGR hurdles; RSUs comprise 40% to support retention through market cycles .
- Annual bonus plan introduced BU-specific metrics (AOI and Net Sales) to strengthen line-of-sight accountability; 2024 payouts driven solely by ESG due to underperformance on financial/BU metrics and EBITDA gate, evidencing negative discretion and alignment with shareholder outcomes .
- 2025 program changes simplify incentives to adjusted EBITDA and adjusted free cash flow at the corporate level, while PSUs move to pure rTSR to sharpen shareholder alignment; ESG removed from STI for 2025 .
- Governance safeguards: robust clawbacks, anti-hedging/anti-pledging, no excise tax gross-ups, no option repricing without shareholder approval, and rigorous stock ownership guidelines .
Performance & Track Record
- Company achievements under the B2B transformation include signing the largest B2B contract in ODP history, expanding into hospitality via a preferred OS&E partnership, and securing a major Veyer logistics contract with a large social media-focused e-commerce platform .
- 2024 macro/operational outcomes: sales $7.0B (-11% YoY), adjusted EBITDA $268M (vs $459M in 2023), GAAP EPS $3.08 and adjusted EPS $3.30; Project Core targeted >$100M future annualized cost savings .
- Long-term incentive results: 2021 PSU rTSR paid 108.33% at the 53.33rd percentile; 2022 PSU rTSR paid 25% at the 15.58th percentile, highlighting volatile shareholder returns over multi-year periods .
Board Governance and Say-on-Pay Context
- 2023 say-on-pay approval 98.5%, reflecting investor support for the compensation framework and governance practices .
- Compensation & Talent Committee uses a 20-company peer group across B2B distributors and retailers for benchmarking, with Meridian Compensation Partners as independent advisor .
Investment Implications
- Alignment: Strong pay-for-performance via rTSR/EPS PSUs and ownership guidelines promotes long-term focus; 2025 shift to EBITDA/FCF heightens cash discipline .
- Retention risk: Severance at 1.5x salary pre-CIC (moderate) and 2x salary+bonus under double-trigger CIC is competitive; multi-year unvested RSUs (2022–2024) and PSUs (2022–2024) vesting through Mar 2027 support retention .
- Trading signals: Upcoming RSU tranches on Mar 25 in 2025/2026/2027 and PSU cliff vest in 2027 could create periodic liquidity events; anti-hedging/pledging reduces misalignment risk, while actual selling will depend on guideline compliance and personal diversification needs .
- Execution risk: 2024 underperformance on EBITDA and BU metrics (0% payouts on core financial components) underscores the importance of delivering on B2B growth and margin initiatives before PSUs pay out at meaningful levels .