Max Hood
ODPAbout Max Hood
Max Hood, age 46, is Senior Vice President and Co-Chief Financial Officer (and principal accounting officer) of The ODP Corporation, appointed effective December 9, 2024. He previously served as Chief Accounting Officer & Controller since February 2023, joined ODP in 2018 as Vice President in Accounting (with oversight of Treasury between March 2021 and August 2022), and earlier held roles at GE (Global Operations Controller, Energy Connections, 2010–2018) and Deloitte & Touche LLP (Audit & Assurance, nine years). He is a Certified Public Accountant. During 2024, ODP reported total company sales of $7.0B vs. $7.8B in 2023, adjusted operating income of $173M vs. $351M, and adjusted net income from continuing operations of $114M vs. $263M; Q1 2025 revenue was $1.7B (–9% YoY), adjusted EBITDA $76M, and operating cash flow $57M, framing the performance backdrop for Hood’s pay-for-performance incentives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The ODP Corporation | SVP, Co-Chief Financial Officer; principal accounting officer | Appointed Dec 9, 2024 | Co-principal financial officer; continues as principal accounting officer . |
| The ODP Corporation | Chief Accounting Officer & Controller | Feb 2023–Dec 2024 | Led controllership and accounting functions . |
| The ODP Corporation | VP, Accounting; oversight of Treasury | 2018–2023 (Treasury oversight Mar 2021–Aug 2022) | Strengthened accounting and treasury governance/processes . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE (Energy Connections) | Global Operations Controller | 2010–2018 | Operational controllership across a global industrial division . |
| Deloitte & Touche LLP | Audit & Assurance | ~9 years (pre-2010) | Public company audit experience; foundation for CPA credentials . |
Fixed Compensation
| Item | 2024 Figure | 2023 Figure | Notes |
|---|---|---|---|
| Annualized Base Salary | $400,000 | $335,000 | Increased recognizing expanded responsibilities as Co-CFO; effective Dec 2024 . |
| Other Compensation (Total) | $33,750 | — | Car allowance $10,400; 401k match $10,350; financial planning $13,000 . |
Performance Compensation
- Annual Bonus Plan (Cash): Company metrics include adjusted EBITDA, Net Sales, and non-financial strategic ESG goals; 2024 payouts were set at 20% of target for NEOs including Hood .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Adjusted EBITDA; Net Sales; ESG goals | Not disclosed | 60% of base salary | $44,619 paid (20% of target determined by performance) | Paid in 2025; CIP payment timing no later than Mar 15, 2025 . |
| 2024 PSUs (Annual LTI) | 50% relative TSR vs. peers; 50% adjusted EPS-CAGR | 60% of LTI target value | Granted Mar 25, 2024 | 3,673 units outstanding at FY2024 year-end; market value $84,185 | Cliff vest on Mar 25, 2027 (subject to performance) . |
| 2024 RSUs (Annual LTI) | Time-based RSUs | 40% of LTI target value | Granted Mar 25, 2024 | 2,718 units; market value $62,297 | Vest in three equal installments on Mar 25, 2025/2026/2027 . |
| Sept 2024 RSUs | Time-based RSUs (special grant) | Not disclosed | Granted Sept 2024 | 12,438 units; market value $285,079 | Vesting schedule not specifically disclosed; RSU award referenced in severance/CIC tables . |
| Legacy RSUs/PSUs (2022–2023) | Time-based RSUs and PSUs per program | Not disclosed | Prior annual LTIs | RSUs: 2,527 (2022) $57,919; 1,958 (2023) $44,877; PSUs: 4,102 (2023) $94,018 | RSUs vest ratably; PSUs vest on program schedules; details per plan footnotes . |
- Stock vested during FY2024: Hood acquired 7,354 shares upon vesting of equity awards, realizing $376,927 in value .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Beneficial Ownership (as of Mar 3, 2025) | 35,234 shares; less than 1% of shares outstanding (29,818,271) . |
| Ownership Guidelines | CEO 6x salary; other NEOs 3x salary; must retain 50% of net shares until compliant; counts vested equity and 401(k) holdings (unearned PSUs and unexercised options excluded) . |
| Hedging/Pledging Policy | Directors and executive officers prohibited from hedging or pledging company stock . |
| Options | None disclosed for Hood; outstanding awards are RSUs/PSUs . |
| Insider Transactions (signal) | 2,448 shares withheld by issuer for taxes on RSU vesting (Code F) on Sept 6, 2025 at $22.21; post-withholding beneficial ownership 40,970 shares (routine tax withholding; not open-market selling) . |
Outstanding equity awards at FY2024 year-end:
| Award | Unvested Units (#) | Market Value ($) |
|---|---|---|
| 2024 RSUs (Mar 25 grant) | 2,718 | $62,297 |
| 2024 PSUs (Mar 25 grant) | 3,673 | $84,185 |
| 2023 RSUs | 1,958 | $44,877 |
| 2023 PSUs | 4,102 | $94,018 |
| 2022 RSUs | 2,527 | $57,919 |
| Sept 2024 RSUs | 12,438 | $285,079 |
Valuations based on closing price $22.92 on Dec 27, 2024 .
Employment Terms
- Letter Agreement (effective Dec 9, 2024): Base salary $400,000; annual target bonus 60% of base; eligible for annual long-term incentive awards with aggregate grant-date value of $450,000 in 2025; benefits consistent with peers .
- Annual Bonus Plan payments follow plan terms; 2024 CIP payable in 2025 no later than March 15, 2025 .
Severance & Change-in-Control (CIC) Economics:
| Scenario | Cash Severance | COBRA Differential | Bonus Treatment | Equity Treatment | Total (Illustrative) |
|---|---|---|---|---|---|
| Involuntary Termination (no CIC) | 1.25x base salary (15 months) | 15× monthly COBRA diff | Pro-rata annual bonus for year of termination; plus any earned but unpaid prior year bonus | Prorated vesting of RSUs and Sept 2024 RSU based on service to separation; PSUs vest at target prorated (death/disability) or at prorated per terms; details per table | Example amounts in termination table (e.g., $519,003 cash severance; vesting value amounts) . |
| CIC + Termination (double trigger) | 1.5x base salary + average annual incentive for prior 3 years | 18× monthly COBRA diff | Pro-rata annual bonus | RSUs (2022–2024 and Sept 2024) fully vest; PSUs (rTSR) vest at earned rate as if CIC date ends performance period; EPS PSUs vest at target | $1,510,470 total; includes $547,377 accelerated vesting value; payments subject to 280G “better-of” cutback (no excise tax gross-up); Hood’s illustrative payments did not trigger 4999 excise tax . |
| CIC without termination | Equity vesting per non-assumption (if surviving entity does not assume awards): RSUs fully vest; PSUs treated as above; no cash severance | — | — | As noted | — |
Key definitions include Cause and Good Reason as summarized in the proxy; severance contingent on release and continued observance of confidentiality, non-compete, non-solicit, and non-disparagement .
Clawbacks:
- Exchange Act Section 10D-compliant clawback for incentive-based compensation upon accounting restatement; separate recoupment policy covering cash/equity tied to financial and non-financial goals since Jan 1, 2010 .
Performance & Track Record
| Period | Revenue | Operating Income (GAAP) | Adjusted Operating Income | Adjusted EBITDA | Adjusted EPS/Net Income | Notes |
|---|---|---|---|---|---|---|
| FY 2024 | $7.0B | $163M | $173M | — | $114M adjusted net income; $3.30 per share | Decline vs. FY2023 reflecting fewer stores and lower traffic; legal monetization and impairment/restructuring noted . |
| Q4 2024 | $1.6B | $20M GAAP; $32M adjusted | $32M adjusted | $58M | $0.66 adjusted diluted EPS | Store closures and lower traffic impacted Retail; corporate unallocated $21M . |
| Q1 2025 | $1.7B (–9% YoY) | $(32)M GAAP; $54M adjusted | $54M adjusted | $76M | $32M adjusted net income; $1.06 diluted EPS | Restructuring charges tied to Optimize for Growth; strong operating cash flow $57M . |
Operational notes highlight sequential margin improvement in Retail, same-store sales comp improvement, pipeline wins in Business Solutions, and onboarding progress .
Compensation Structure Analysis
- Shift toward PSUs (60% of LTI target) with rTSR and EPS-CAGR metrics maintains high at-risk equity mix; RSUs at 40% provide retention balance .
- 2024 Annual Bonus payout at 20% of target demonstrates committee’s pay-for-performance discipline given macro and company-specific headwinds .
- Anti-hedging/anti-pledging policy and ownership guidelines (3x salary for non-CEO NEOs) enhance alignment; net share retention requirement until guideline met .
- No excise tax gross-ups; CIC cash severance uses 280G “better-of” cutback framework rather than gross-up—shareholder-friendly structure .
Equity Ownership & Vesting Pressure Indicators
| Indicator | Assessment |
|---|---|
| Near-term vesting | 2024 RSUs vest Mar 25, 2025/2026/2027; PSUs cliff on Mar 25, 2027—creates periodic taxable events but not market selling pressure per se . |
| Insider selling | Recent Form 4 shows issuer tax withholding (Code F), not open-market sale; no incremental selling pressure observed . |
| Pledging risk | Prohibited for directors and executive officers; none disclosed for Hood . |
Employment Terms (Detailed Components)
| Component | Specifics |
|---|---|
| Base & Bonus | Base $400,000; Bonus target 60% . |
| 2025 LTI Opportunity | $450,000 aggregate grant-date value; form aligned with similarly situated executives . |
| Non-compete/Non-solicit | Required for severance eligibility; durations/scope not detailed in proxy summary . |
| Outplacement (CIC) | 24-month outplacement services ($22,500 value) under CIC plan . |
| Pro-rata bonus on termination | Lump sum based on actual achievement of annual goals for the year of termination . |
Investment Implications
- Alignment: Heavy weighting to PSUs tied to rTSR and EPS-CAGR plus strict ownership/anti-hedging/anti-pledging policies suggest strong alignment with long-term shareholder value creation .
- Retention: Multiple unvested RSU/PSU tranches (including a sizable Sept 2024 RSU grant) and clear severance/CIC protections reduce near-term turnover risk for a key finance lead during a transformation period .
- Selling pressure: Recent insider filings reflect tax-withholding dispositions rather than discretionary sales; no evidence of hedging/pledging—low adverse trading signal risk .
- Governance & pay discipline: 2024 bonus at 20% of target amid revenue/earnings declines, combined with 280G “better-of” cutback and clawbacks, indicates shareholder-friendly pay practices. Execution risk remains as PSUs require multi-year performance delivery (EPS-CAGR, rTSR) to vest; monitoring ODP’s turnaround metrics and contract onboardings is key .