Kristin Campbell
ODPAbout Kristin Campbell
Kristin A. Campbell (age 63) is an independent director of The ODP Corporation, serving since 2016. She previously served as Executive Vice President and General Counsel at Hilton Worldwide (2011–Sept 2023) and became Chief ESG Officer in 2021; earlier, she held senior legal roles at Staples and practiced at Goodwin Procter and Rackemann, Sawyer & Brewster . The Board has affirmatively determined she is independent under Nasdaq and ODP’s Corporate Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilton Worldwide Holdings Inc. | EVP & General Counsel; Chief ESG Officer | GC: Jun 2011–Sep 2023; ESG: Feb 2021–Sep 2023 | Led legal, regulatory, risk management, crisis management; oversaw ESG strategy with focus on carbon reduction and D&I |
| Staples, Inc. | SVP, General Counsel & Corporate Secretary; prior legal roles | 1993–2011; SVP GC/Corp Sec: 2007–2011 | Corporate retail and consumer business experience; M&A and integration expertise |
| Goodwin Procter LLP; Rackemann, Sawyer & Brewster | Attorney | Pre-1993 | Corporate legal practice |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| Regency Centers Corp. | Director | Since 2023 | Compensation Committee member; Nominating & Governance Committee member |
| Barker Gilmore LLC | Advisory Board Member | Current | Legal/compliance advisory and recruiting; also consulting/advising post-Hilton retirement |
| LegalMation | Advisory Board Member | Current | Legal technology advisory |
| Boston University School of Hospitality Administration | Advisory Board Member | Current | Hospitality strategy and governance advisory |
Board Governance
- Committee assignments: Chair, Compensation & Talent Committee (C&T); Member, Corporate Governance & Nominating (CG&N) .
- Independence: Board determined Campbell is independent; all committee members are independent under Nasdaq rules .
- Attendance and engagement: Board held 14 meetings in FY2024 with 11 executive sessions; each director attended at least 75% of Board and applicable committee meetings; all incumbent directors up for re-election attended the 2024 Annual Meeting .
- Committee activity (FY2024):
- Compensation & Talent: 7 meetings; 5 executive sessions; oversees compensation philosophy, incentive plan design/metrics, peer group, clawbacks, stock ownership compliance, talent/succession; all members are independent, “outside directors” under Section 162(m), and “non-employee” directors under SEC rules .
- Corporate Governance & Nominating: 5 meetings; 1 executive session; oversees governance principles, board composition, independence, related person transactions policy, CEO succession, sustainability strategy .
- C&T interlocks and conflicts: No Item 404 related-person relationships or compensation committee interlocks among C&T members in FY2024 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $92,500 | Standard cash retainer for non-management directors |
| Committee chair fee (C&T) | $20,000 | Paid in cash, pro-rated quarterly |
| Committee membership fee (CG&N) | $7,500 | Paid in cash, pro-rated quarterly |
| Actual fees earned (FY2024) | $129,014 | Per Director Compensation Table; reflects retainer plus chair/member fees and pro-ration |
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant Date Fair Value | Vesting / Distribution |
|---|---|---|---|---|
| 2024-04-26 | RSUs | 3,065 | $157,510 | RSUs fully vested as of Dec 28, 2024; distribution deferred until separation or 6 months thereafter, per election |
- Director equity policy: Annual equity retainer of $157,500 granted as RSUs; number of shares calculated using the closing price on grant date; no performance conditions on director RSUs; distribution deferred until separation .
- Note: Directors do not receive options or performance-conditioned equity; no director meeting fees; non-Executive Chair has an additional retainer (not applicable to Campbell) .
Performance-linked metrics (executive program overseen by C&T Committee chaired by Campbell):
| Plan Element | Performance Period | Metrics | Design Features |
|---|---|---|---|
| Annual Bonus (NEOs) | 1 year | Adjusted EBITDA; Net Sales; ESG metric; BU-specific metric for BU EVPs | Pre-established formulas approved by Board/C&T; pay-for-performance focus |
| Performance Shares (NEOs) | 3 years | Relative TSR; EPS-CAGR | Equity is largest comp component; no dividends on unearned awards; robust clawbacks |
| Time-based RSUs (NEOs) | 3 years | None (service-based) | Vesting schedule; no performance conditions |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Conflicts |
|---|---|---|
| Regency Centers Corp. | Director; Comp and N&G member | No disclosed related-party transactions with ODP; C&T committee interlocks at ODP expressly none in FY2024 |
Expertise & Qualifications
- Corporate retail and consumer business experience; strategic development and execution; M&A and integration .
- Executive management experience with global companies; legal, regulatory, and risk management; governance .
- ESG oversight experience (carbon reduction, diversity & inclusion) .
Equity Ownership
| As-of Date | Direct/Indirect Shares | RSUs Outstanding | Ownership % of SO |
|---|---|---|---|
| Dec 28, 2024 | — | 38,372 | — |
| Mar 3, 2025 | — | 38,372 | <1% (“*”) of 29,818,271 shares |
| May 2, 2025 (post-award) | — | 49,503 | — (post-Form 4 update) |
- Ownership guidelines: Directors must own ≥5x the cash retainer ($92,500), equal to $462,500; Campbell has met her ownership guideline. From 2026 awards onward, directors must hold 50% of net shares until guidelines are met (previously retain 100% until separation) .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging and pledging company stock; robust clawback policies in place for incentive compensation (executives) .
- RSU distribution: Director RSUs are fully vested and distributed only upon separation per award agreements .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Shares | Post-Transaction RSUs Owned | URL |
|---|---|---|---|---|---|---|
| 2025-05-06 | 2025-05-02 | Award (A) | Restricted Stock Unit | 11,131 | 49,503 | |
| 2024-04-30 | 2024-04-26 | Award (A) | Restricted Stock Unit | 3,065 | 38,372 |
Governance Assessment
- Board effectiveness: As C&T Chair, Campbell led 7 meetings with 5 executive sessions in FY2024, overseeing rigorous pay-for-performance structures (Adjusted EBITDA, Net Sales, ESG, relative TSR, EPS-CAGR) and enforcing clawbacks and stock ownership compliance—signals of strong governance and investor alignment .
- Independence and attendance: Board affirmed her independence; attendance met policy thresholds; active executive sessions indicate robust oversight culture .
- Compensation and alignment: Director compensation mix balances cash and deferred RSUs; she met ownership guidelines; anti-hedging/pledging policies remove misalignment risk; no Item 404 related-party exposures disclosed for C&T members (including Campbell) .
- Shareholder sentiment: ODP reported 98.5% say-on-pay support for FY2023 decisions, consistent with effective compensation governance overseen by her committee; Board recommends “FOR” on 2025 say-on-pay .
- Red flags: None disclosed—no pledging, no hedging, no 404 related person transactions, no compensation committee interlocks; director RSUs are time-based and deferred, common for director pay .