Evan Levitt
ODPAbout Evan Levitt
Evan Levitt, age 55, joined ODP’s Board in June 2024 as an independent director and audit committee financial expert, with 30+ years in finance, accounting, and audit across multi-billion-dollar, multi-national companies . He serves on the Audit and Compensation & Talent Committees; ODP’s Board determined he meets Nasdaq independence standards, and 7 of 8 directors are independent . The Board held 14 meetings in FY2024, and each current director attended at least 75% of Board/committee meetings during their service periods .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BrandSafway | Interim EVP & Chief Financial Officer | Most recent prior role (dates not disclosed) | Led finance at a leading industrial/commercial infrastructure solutions firm |
| HD Supply Holdings / The Home Depot Inc. | Senior Vice President, CFO, Chief Administrative Officer; multiple leadership roles over ~17 years | 17 years (dates not disclosed) | Played pivotal role negotiating HD Supply’s sale to The Home Depot; extensive finance and audit leadership |
| Various | Finance, Accounting, Audit leadership | 30+ years | Progressive experience at multi-billion, multi-national companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Artera Services (private) | Director | Current | Audit Committee member |
| WASH (private) | Director | Current | Chair, Audit & Risk Committee |
ODP discloses no other current public company directorships for Levitt; his listed board service is at private companies .
Board Governance
- Independence: Levitt is independent under Nasdaq rules; ODP’s Board affirmatively determined his independence and that all committee members are independent .
- Committee assignments: Audit; Compensation & Talent. He is designated an audit committee financial expert under SEC definitions .
- Committee activity (FY2024): Audit met 8 times with 4 executive sessions; C&T met 7 times with 5 executive sessions .
- Attendance: In FY2024, each current director attended ≥75% of Board and applicable committee meetings during their service periods .
- Oversight focus: Audit oversees financial reporting, internal controls, compliance, cybersecurity; C&T oversees executive/directory compensation, pay-for-performance design, talent/succession, clawbacks, stock ownership .
Fixed Compensation
- Director compensation structure: Annual retainer $250,000 (cash $92,500; equity $157,500 RSUs), plus committee chair/member fees (Audit: $25,000/$12,500; C&T: $20,000/$10,000; Governance: $15,000/$7,500). Non-executive Chair receives an additional $200,000 .
- Stock ownership guidelines (directors): 5x cash retainer ($462,500) and 100% net shares retention until termination; updated in 2025 to retain 50% of net shares until guidelines met (beginning with 2026 awards) .
| FY2024 Director Compensation (Levitt) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 63,455 |
| Stock Awards (Grant Date Fair Value) | 138,099 |
| Total | 201,554 |
| FY2024 Equity Grant (Levitt) | Grant Date | Shares | Price | Grant Date Fair Value |
|---|---|---|---|---|
| RSUs | 6/10/2024 | 3,562 | 38.77 | 138,099 |
RSUs are fully vested as of 12/28/2024 with deferred distribution per director elections .
Performance Compensation
As a member of the Compensation & Talent Committee, Levitt helps oversee ODP’s pay-for-performance framework. The 2024 Annual Bonus Plan for executives included financial and ESG metrics; payouts were driven by certified audited results.
| 2024 Annual Bonus Plan Metrics (Company-wide) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Total Company Adjusted EBITDA | 40% | $400.0M | $411.0M | $472.7M |
| Total Company Net Sales | 40% | $7.32B | $7.71B | $8.09B |
| ESG Initiatives (3 equally weighted) | 20% | Grid-based | Grid-based | Grid-based |
| 2024 Certified Results | Performance | Earned % (Weighted) |
|---|---|---|
| Adjusted EBITDA | $267.6M | 0% |
| Net Sales | $6.99B | 0% |
| ESG Composite | Achieved 116.67% (capped at 100% due to EBITDA miss) | 20.00% total payout for covered NEOs |
- 2025 plan changes: Annual Bonus Plan refined to focus solely on Adjusted EBITDA and Adjusted Free Cash Flow; ESG metrics removed to drive accountability on financial value creation .
Other Directorships & Interlocks
- Interlocks/insider participation: The proxy states C&T Committee members (including Levitt) were not officers/employees, had no relationships requiring Item 404 disclosure, and no compensation committee interlocks existed in FY2024 .
- Initial appointment disclosure: On June 3–10, 2024, ODP appointed Levitt; the Form 8-K states no Item 404(a) transactions or arrangements related to his selection .
Expertise & Qualifications
- Finance and audit depth: Progressive finance/accounting/audit leadership at large enterprises; designated audit committee financial expert .
- Transactional experience: Played pivotal role in HD Supply’s sale to The Home Depot .
- Governance and risk: Active board member with audit/risk committee leadership at private companies; proficient in corporate governance and strategic oversight .
Equity Ownership
| Ownership Element (Levitt) | Detail |
|---|---|
| RSUs outstanding (as of 12/28/2024) | 3,562; fully vested; deferred distribution at separation or 6 months after, per plan |
| Director ownership guideline status | New directors (Levitt and Schioldager) were at 18% of guideline as of appointment; expected to increase toward compliance over required timeline |
| Anti-hedging/pledging | Company prohibits hedging and pledging by directors and officers |
Governance Assessment
- Strengths: Independence, financial expertise, and committee service enhance Board oversight of reporting, controls, and pay design; strong governance framework (separate Chair/CEO, majority voting, proxy access, clawbacks, anti-hedging/pledging) supports investor confidence .
- Pay-for-performance integrity: 2024 bonus paid solely on ESG component (capped) after significant misses on EBITDA and Net Sales; demonstrates negative discretion mechanics and linkage to audited results .
- Shareholder signals: 98.5% Say-on-Pay support for 2023 decisions indicates alignment of compensation program with shareholder expectations .
- Ownership alignment: Levitt is early in tenure; RSU-based director equity is fully vested but deferred; guideline progress at 18% at appointment suggests ramping alignment over time, consistent with tenure timing .
RED FLAGS / Watch items
- Early-stage ownership vs guideline: At 18% of guideline at appointment; monitor progression to full compliance per policy timeline .
- Removal of ESG from 2025 bonus: Tightens financial focus; monitor whether reduced non-financial incentives affects long-term stakeholder objectives or investor sentiment .
- Business performance pressure: 2024 EBITDA and Net Sales below thresholds; continued oversight of risk, strategy, and incentives is critical .
Appendix: Committee Fees and Chair Roles (FY2024)
| Committee | Chair Fee | Member Fee |
|---|---|---|
| Audit | $25,000 | $12,500 |
| Compensation & Talent | $20,000 | $10,000 |
| Corporate Governance & Nominating | $15,000 | $7,500 |
Levitt served as a member (not chair) of Audit and Compensation & Talent Committees in FY2024 .