John Gannfors
ODPAbout John Gannfors
Executive Vice President and President of Veyer at The ODP Corporation; age 59, with tenure at ODP since April 2017 (EVP Transformation & Strategic Sourcing), later EVP Chief Merchandising & Supply Chain (2018–2022) and President of Veyer since September 2022. Prior roles include nearly 10 years as Chief Procurement Officer at Lenovo and leadership roles at Dell; began career in product management at Lockheed Martin’s Calcomp division and Definicon Systems . 2024 company performance included total sales of $7.0B and Adjusted EBITDA of $268M; Veyer external EBITDA measured for Gannfors’ bonus was $10.5M vs a $16.5M target, yielding 0% payout for that metric, highlighting execution risk in logistics profitability .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The ODP Corporation | EVP & President, Veyer | Sep 2022–present | Leads logistics and supply chain services (warehousing/fulfillment) critical to ODP’s B2B platform . |
| The ODP Corporation | EVP, Chief Merchandising & Supply Chain | Aug 2018–Sep 2022 | Oversaw merchandising and end-to-end supply chain operations . |
| The ODP Corporation | EVP, Transformation & Strategic Sourcing | Apr 2017–Aug 2018 | Led corporate transformation and sourcing initiatives . |
| Lenovo Group Limited | Chief Procurement Officer | ~10 years | Drove global procurement strategy and supply chain excellence . |
| Dell Inc. | Various leadership roles | Not disclosed | Led functions across operations and procurement . |
| Lockheed Martin (Calcomp)/Definicon Systems | Product Management | Not disclosed | Early career in product management and engineering . |
Fixed Compensation
| Item | 2024 Amount |
|---|---|
| Base Salary | $600,000 |
| Target Bonus % of Salary | 90% |
| Actual Bonus Paid (Annual Bonus Plan) | $108,000 |
| Perquisites – Car Allowance | $15,600 |
| Perquisites – 401(k) Match | $8,731 |
| Perquisites – Financial Planning | $13,000 |
| Other Compensation (Total Perqs) | $37,331 |
Multi-year compensation for John Gannfors:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $600,000 | $600,000 | $600,000 |
| Stock Awards ($) | $1,200,000 | $1,200,000 | $1,200,000 |
| Non-Equity Incentive Comp ($) | $618,412 | $622,080 | $108,000 |
| All Other Comp ($) | $36,542 | $37,542 | $37,331 |
| Total ($) | $2,454,954 | $2,459,622 | $1,945,331 |
Performance Compensation
2024 Annual Bonus Plan components (specific to Gannfors):
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Earned % (Weighted) |
|---|---|---|---|---|---|---|
| Total Company Adjusted EBITDA | 20% | $400.0M | $411.0M | $472.7M | $267.6M | 0% |
| Total Company Net Sales | 20% | $7.32B | $7.71B | $8.09B | $6.99B | 0% |
| Veyer External EBITDA | 40% | $14.03M | $16.5M | $24.75M | $10.5M | 0% |
| Non-Financial ESG (3 measures) | 20% | See grid | See grid | See grid | 116.67% (capped to 100%) | 20.00% total |
| Total payout was 20% of target due to ESG achievement cap and misses on financial/BU metrics . |
2024 Long-Term Incentive Program (LTIP) awards:
| Award | Target Value ($) | Units (Threshold/Target/Max) | Vesting | Performance Metric | Metric Parameters |
|---|---|---|---|---|---|
| RSUs | $480,000 | 9,319 units (time-based) | 1/3 each on Mar 25, 2025/2026/2027 | Time-based | n/a |
| PSUs (rTSR component) | $360,000 (half of PSUs) | 3,495 / 6,989 / 13,978 | Cliff vest Mar 25, 2027 (service condition) | Relative TSR | Positive TSR: 25th/50th/85th percentile for 50%/100%/200% payout; negative TSR capped at 100% |
| PSUs (EPS-CAGR component) | $360,000 (half of PSUs) | 2,803 / 5,605 / 11,210 | Cliff vest Mar 25, 2027 (service condition) | Adjusted EPS-CAGR | 12.8% / 17.1% / 21.4% for 50%/100%/200% payout |
Notes: 2024 LTIP split is 60% PSUs and 40% RSUs for all NEOs; payouts subject to double-trigger and plan-specific treatment on CIC as described below .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total beneficial ownership | 79,194 shares; less than 1% of outstanding |
| Unvested RSUs (market value at $22.92) | 2024 grant: 9,319 ($213,591) ; 2023 grant: 6,713 ($153,862) ; 2022 grant: 3,733 ($85,560) |
| Unvested PSUs (target counts; payout value reference) | 2023 PSUs: 14,062 ($322,301) ; 2022 PSUs: 12,594 ($288,654) ; 2024 PSUs: 16,068 ($368,279) |
| Stock options | None reported for Gannfors |
| Stock ownership guidelines | NEOs must hold stock equal to 3x annual base salary; retain 50% of net shares until guidelines met |
| Hedging/pledging | Prohibited for directors and executive officers (anti-hedging and anti-pledging policies) |
| Clawbacks | SEC-compliant clawback plus broader recoupment policy for financial and non-financial awards |
Vesting calendar and potential supply:
- RSUs vest Mar 25, 2025/2026/2027 (2024 grant) and Mar 10, 2025/2026 (2023 grant); remaining 2022 RSUs vest Mar 10, 2025 .
- PSUs cliff vest Mar 25, 2027 (2024), Mar 10, 2026 (2023), Mar 10, 2025 (2022), subject to performance and service .
Employment Terms
| Provision | Terms (Letter Agreement) | Quantified Scenario (as of Dec 28, 2024) |
|---|---|---|
| Employment start | Effective Apr 24, 2017; letter dated Mar 24, 2017 | — |
| Severance (without Cause / Good Reason) | 18 months base salary; 18× COBRA premium differential; annual bonus based on actual performance in year of termination; prior-year earned bonus; restrictive covenants (confidentiality, non-compete, non-solicit, non-disparagement) | Involuntary termination prior to CIC: total $1,254,097; includes RSU pro-rata vesting and outplacement $22,500 |
| Change in Control (CIC) | Double-trigger; pro-rata bonus, prior-year bonus; 2× (base salary + Average Annual Bonus); 18× COBRA premium differential; equity treated per award agreements; 24-month outplacement | CIC termination: total $3,567,329; includes $878,365 accelerated vesting of RSUs/PSUs (assumptions per plan), COBRA and cash severance |
| Equity on CIC | RSUs vest; TSR PSUs vest at earned rate as of CIC date; EPS-CAGR PSUs vest at target; alternative treatment if awards not assumed | See totals above |
Tax gross-ups: No excise tax gross-ups under the 2021 plan; payments subject to 280G cut-back to avoid 4999 excise taxes if beneficial .
Performance & Track Record
- 2024 results for ODP: $7.0B sales and $268M Adjusted EBITDA amid retail downsizing and macro pressures .
- For Gannfors’ metrics: Veyer External EBITDA of $10.5M (below $14.03M threshold), Total Company Adjusted EBITDA of $267.6M (below $400.0M threshold), and Net Sales of $6.99B (below $7.32B threshold) leading to 0% payout on financial components; ESG achieved 116.67% but capped to 100%, yielding 20% total payout .
- LTIP design emphasizes pay-for-performance: 60% PSUs linked to 3-year relative TSR and EPS-CAGR; TSR payouts capped when absolute TSR is negative, reinforcing downside governance .
Compensation Structure Analysis
- Cash vs equity mix: 2024 total compensation declined primarily due to bonus contraction ($108k vs $622k in 2023), while stock awards remained $1.2M, increasing reliance on long-term equity and performance alignment .
- KPI rigor and changes: 2025 Annual Bonus Plan will remove ESG metrics and focus on Total Company Adjusted EBITDA and Adjusted Free Cash Flow, with BU financials to support growth; 2025 PSUs will rely exclusively on relative TSR, further linking pay to market performance .
- Governance safeguards: robust clawbacks, anti-hedging/anti-pledging, no option repricing without shareholder approval .
Equity Ownership & Alignment
| Component | Amount / Status |
|---|---|
| Beneficial ownership (%) | <1% (79,194 shares) |
| Unvested RSUs & PSUs | See counts/values; vesting through 2025–2027 |
| Ownership guidelines | 3× salary for NEOs; 50% net share retention until met |
| Pledging/Hedging | Prohibited (policy-level alignment) |
Employment Terms
See detailed severance and CIC quantification above; restrictive covenants apply and double-trigger CIC mitigates “single-trigger” windfalls .
Investment Implications
- Alignment: Heavy equity mix and performance-based PSUs (TSR/EPS-CAGR) align incentives with shareholder value; clawbacks and anti-pledging/hedging reduce governance risk .
- Retention risk: 2024 financial underperformance drove 20% bonus payout; upcoming RSU and PSU cliffs (2025–2027) concentrate vesting events—monitor for potential Form 4 sales around Mar 10/25 dates to assess selling pressure .
- Execution risk: Missed Veyer EBITDA threshold ($10.5M vs $16.5M) and corporate metrics zeroed financial bonus components, indicating near-term operational challenges in logistics profitability and enterprise sales momentum .
- Change-in-control economics: CIC package (~$3.57M, including ~$0.88M equity acceleration) is moderate and double-trigger, limiting windfall risk while ensuring continuity in a transaction scenario .
- Shareholder sentiment: Company-level say-on-pay support was strong at 98.5% in 2023, suggesting broad acceptance of program design; continued focus on financial-only metrics in 2025 may increase accountability linkage .