Sarah Hlavinka
ODPAbout Sarah Hlavinka
Executive Vice President, Chief Legal Officer and Corporate Secretary at The ODP Corporation; appointed General Counsel of Office Depot, LLC on April 4, 2022 and promoted to EVP, CLO & Corporate Secretary in July 2022 . She has 30+ years of legal and executive leadership experience across technology, services, manufacturing and healthcare; education includes a JD from the University of Texas at Austin and a BA from Texas A&M University . Age: 60 . Under her tenure on ODP’s executive team, the company executed a B2B-focused strategy, sold Varis, secured large contracts, and delivered 2024 results of $7.0B sales (-11% YoY), Adjusted EBITDA $268M (vs. $459M in 2023), GAAP EPS $3.08 and adjusted EPS $3.30, with ESG scorecard achieving 116% of target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Itron, Inc. | Senior Vice President, General Counsel & Corporate Secretary | — | Led legal, governance, M&A, compliance for a global industrial/tech firm |
| Xerox Corporation | Executive Vice President, General Counsel & Secretary | — | Oversaw corporate legal and governance at scale |
| Fisher Scientific; Benchmark Electronics; Hewlett Packard | Various legal leadership roles | — | Broad industry legal experience in healthcare, manufacturing, and technology |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Telesis Bio, Inc. | Director | Since July 2024 | Board member; brings 35+ years of legal and executive experience |
| Quanterix Corporation | Director | — | Current public company board role |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $383,173 | $550,000 | $550,000 |
| Target Bonus (%) | 80% initially; increased to 90% effective 7/31/2022 | 90% | 90% |
| Actual Annual Bonus ($) | $388,290 | $497,970 | $99,000 (20% of target) |
| Other Compensation ($) | $11,100 | $25,500 | $25,950 |
| Total Reported Compensation ($) | $2,192,832 | $2,073,470 | $1,674,950 |
Performance Compensation
Annual Bonus Design and 2024 Outcomes (Company-wide metrics; Ms. Hlavinka participates)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (175%) | 2024 Actual | Earned (Weighted) |
|---|---|---|---|---|---|---|
| Total Company Adjusted EBITDA | 40% | $400.0M | $411.0M | $472.7M | $267.6M | 0% |
| Total Company Net Sales | 40% | $7.32B | $7.71B | $8.09B | $6.99B | 0% |
| Non-Financial ESG (3 sub-goals) | 20% | Grid-based | Grid-based | Grid-based | 116.67% | 20.00% total (cap at 100% for ESG) |
Notes:
- BU and ESG metrics cannot exceed 100% payout unless EBITDA target met .
- FY2025 design removes ESG and focuses on Adjusted EBITDA and Adjusted FCF, with BU metrics; PSUs move to 100% rTSR .
Long-Term Incentive (LTI) Structure (2024 grants)
| Component | Weight | Metric/Design | Threshold | Target | Maximum |
|---|---|---|---|---|---|
| Performance Shares (PSUs) | 60% | 50% 3-year rTSR vs. peer group; 50% 3-year Adjusted EPS-CAGR | rTSR: 25th pctile; EPS-CAGR: 12.8% | rTSR: 50th pctile; EPS-CAGR: 17.1% | rTSR: 85th pctile (cap at 100% if absolute TSR negative); EPS-CAGR: 21.4% |
| RSUs (time-based) | 40% | Time-based, 3 equal annual tranches | — | — | — |
Grants of Plan-Based Awards (FY 2024 – Sarah E. Hlavinka)
| Grant Type | Grant Date | Units/Target | Grant Date Fair Value ($) |
|---|---|---|---|
| PSUs tranche A | 3/25/2024 | 2,912 target; 11,648 max | $300,000 |
| PSUs tranche B | 3/25/2024 | 2,336 target; 9,342 max | $300,000 |
| RSUs (annual) | 3/25/2024 | 7,765 | $400,000 |
| Total 2024 LTI value | — | — | $1,000,000 |
Historical PSU Outcomes (payouts determined by rTSR cohorts)
| Cohort | Performance Window | Metric | Outcome |
|---|---|---|---|
| 2022 PSU (rTSR only) | 3/10/2022–3/10/2025 | rTSR percentile | 15.58th percentile; 25% payout |
| 2021 PSU (split FCF and rTSR) | rTSR finalized 4/22/2024 | rTSR percentile | 53.33rd percentile; 108.33% payout |
Vesting Schedules (liquidity timing)
| Award | Vesting Dates | Units (unvested at 12/28/2024) |
|---|---|---|
| 2024 RSUs | 3/25/2025; 3/25/2026; 3/25/2027 | 7,765 |
| 2023 RSUs | 3/10/2024; 3/10/2025; 3/10/2026 | 5,594 |
| 2022 RSUs | 3/10/2023; 3/10/2024; 3/10/2025 | 2,950 |
| PSUs (2024) | Cliff vest 3/25/2027 | 13,274 unearned |
| PSUs (2023) | Cliff vest 3/10/2026 | 11,718 unearned |
| PSUs (2022) | Cliff vest 3/10/2025 | 10,495 unearned |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 22,726 shares (as of March 3, 2025) |
| Ownership % of outstanding | Less than 1% (ODP shares outstanding: 29,818,271) |
| Unvested RSUs (12/28/2024) | 7,765 ($177,974); 5,594 ($128,214); 2,950 ($67,614) |
| Unearned PSUs (12/28/2024) | 13,274 ($304,240); 11,718 ($268,577); 10,495 ($240,545) |
| Options | None disclosed for Ms. Hlavinka |
| Stock ownership guidelines | 3x annual base salary for NEOs; retain 50% of net shares until guideline met |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Clawbacks | SEC 10D-compliant policy plus broader recoupment on financial or non-financial goals since 2010 |
| Compliance status | Not disclosed (company monitors annually) |
Employment Terms
| Category | Key Terms |
|---|---|
| Employment start & role changes | Employed 4/4/2022; promoted to EVP, CLO & Corporate Secretary 7/2022 |
| Current base salary & bonus target | Base $550,000; target bonus 90% of base |
| Severance (without CIC) | 18 months base salary; COBRA differential for 18 months; pro-rated annual bonus for year of termination; any earned prior-year bonus |
| CIC Plan (double-trigger) | Two times (base + target bonus) plus COBRA differential for 18 months; pro-rated and prior-year bonuses; outplacement; equity treated per plan |
| Illustrative CIC totals | $2,952,160 total; includes $727,597 accelerated equity; outplacement $22,500 (assumed 24 months package) |
| Illustrative non-CIC involuntary totals | $1,121,181 total; cash severance $838,064; prorated bonus; partial equity vesting per terms |
| Equity vesting on termination | Death/Disability: full RSU vesting; PSUs at target pro-rated; Good Reason/without Cause: prorated RSUs; CIC-related: full RSU vesting; PSUs at target or based on TSR per plan |
| Restrictive covenants | Confidentiality, non-competition, non-solicitation, non-disparagement commitments apply |
Performance Compensation – Detailed Metric Table (design clarity)
| Metric | Weighting | Target Definition | Actual/Payout |
|---|---|---|---|
| Adjusted EBITDA (Annual Bonus) | 40% | Company EBITDA excluding specified unusual items | $267.6M in 2024; 0% payout on this metric |
| Net Sales (Annual Bonus) | 40% | Total company net sales | $6.99B in 2024; 0% payout on this metric |
| ESG (3 initiatives) (Annual Bonus) | 20% | Plastic reduction; supplier diversity; Scope 1&2 GHG reduction with grid payouts | Achieved 116.67% but capped at 100%; overall annual bonus payout 20% of target |
| PSUs (LTI) – rTSR | 50% of PSUs | Relative TSR vs approved peer group; caps if absolute TSR negative | 2022 cohort: 25% payout; 2021 cohort rTSR: 108.33% payout |
| PSUs (LTI) – EPS-CAGR | 50% of PSUs | Adjusted EPS CAGR over 3 years with thresholds 12.8%, 17.1%, 21.4% | 2024 cohort in-flight (not yet determined) |
Say-on-Pay & Peer Group
- Say-on-Pay support for FY2023 compensation decisions: 98.5% approval .
- Benchmarking against a 20-company peer set (60% B2B, 40% Retail) covering distributors, IT services, tech distributors, and retailers; used for market comparisons and to align performance metrics such as relative TSR .
Investment Implications
- Pay-for-performance linkage: 2024 cash bonus paid at 20% of target due to misses on EBITDA and Net Sales; ESG achievement did not lift payouts above 100% due to plan cap—indicative of disciplined incentive governance and alignment to financial outcomes .
- Retention and liquidity timing: Meaningful unvested RSUs vest across 2025–2027 and PSUs cliff in 2025–2027, creating scheduled equity events; hedging/pledging prohibitions and robust ownership guidelines mitigate misalignment and short-term selling risk .
- Change-in-control economics: Double-trigger CIC benefit of ~2× (base + target bonus) plus accelerated equity provides market-standard protection; non-CIC severance at 1.5× base via salary continuation and benefits supports retention without excessive guarantees .
- Execution backdrop: Company’s 2024 operating softness (sales -11% YoY; EBITDA down) and 2022 rTSR PSU underperformance (25% payout) temper realized LTI—signals that long-term incentives remain appropriately sensitive to shareholder returns .
Education and prior roles: JD (UT Austin) and BA (Texas A&M); prior GC/Secretary roles at Itron and Xerox—strengthening governance oversight and risk management; director roles at Telesis Bio (since July 2024) and Quanterix expand industry network and information flow .