Wendy Schoppert
ODPAbout Wendy L. Schoppert
Independent non-executive Chair of The ODP Corporation since June 2024; director since July 2020. Age 58. Former Sleep Number Corporation CFO (2011–2014), CIO (2008–2011), and SVP International & New Channel Development (2005–2008), with prior leadership at U.S. Bank and financial/strategic roles across American Airlines, Northwest Airlines, and America West Airlines, bringing deep finance, technology, and operations expertise to ODP’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sleep Number Corporation | Executive Vice President & CFO | 2011–2014 | Led all finance functions; investor relations; capital allocation |
| Sleep Number Corporation | SVP & CIO | 2008–2011 | Technology modernization and systems leadership |
| Sleep Number Corporation | SVP, International & New Channel Development | 2005–2008 | Growth initiatives, partnerships |
| U.S. Bank (Asset Management division) | Head of Product, Marketing & Corporate Development; led Private Asset Management | 2002–2005 | Product strategy, private asset management leadership |
| American Airlines; Northwest Airlines; America West Airlines | Financial/strategic/general management roles | Various | Airline industry finance and strategy experience |
External Roles
| Company | Role | Tenure | Committee Positions |
|---|---|---|---|
| DaVita, Inc. | Director | Since 2023 | Audit Committee member; Compensation Committee member |
| Big Lots, Inc. | Director | 2015–2025 | Board service through 2025 |
| The Hershey Company | Director | 2017–2023 | Board service |
| Bremer Bank | Director | 2017–2024 | Board service |
Board Governance
- Role and independence: Non-executive Chair; the Board separates Chair and CEO roles and remains majority independent (7 of 8), with fully independent committees; Schoppert is affirmatively determined independent under Nasdaq/SEC rules .
- Attendance and engagement: Board held 14 meetings in FY2024; non-management directors held 11 executive sessions; each current director attended at least 75% of board/committee meetings, and the independent Chair presides over executive sessions .
- Committee oversight: Audit oversees financial reporting/internal controls/cyber; Compensation & Talent (C&T) oversees executive/board compensation, succession, clawbacks, human capital; Corporate Governance & Nominating oversees governance structure, related-person transactions, sustainability .
- Evaluations and shareholder engagement: Annual board/committee/member evaluations; active investor outreach; 2023 Say-on-Pay support 98.5% .
- Related-party review: Board evaluated independence considering two family relationships including an adult child of Schoppert’s spouse employed by Deloitte & Touche LLP (ODP’s auditor); no audit services performed for ODP by that relative; independence maintained .
- Policies: Robust clawbacks (SEC 10D and internal recoupment), anti-hedging/anti-pledging, director stock ownership guidelines (met by Schoppert) .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Director Retainer (cash) | $92,500 | Set Oct 1, 2021; paid pro rata; no cash deferrals allowed |
| Annual Director Equity (RSUs) | $157,500 | Granted post-annual meeting; RSUs with deferred distribution until separation |
| Non-Executive Chair Additional Retainer | $200,000 | Paid in cash, pro rata by quarter |
| Committee Chair Fees | Audit $25,000; C&T $20,000; Governance $15,000 | Pro-rated quarterly |
| Committee Member Fees | Audit $12,500; C&T $10,000; Governance $7,500 | Pro-rated quarterly |
| Wendy L. Schoppert – FY2024 Fees Earned (cash) | $224,121 | Reflects pro-rated Chair fees after June 2024 appointment |
| Wendy L. Schoppert – FY2024 Total | $381,361 | Cash $224,121; Stock awards $157,510 |
Performance Compensation
Directors’ equity is time-based RSUs (no performance vesting). Distribution is deferred until separation; all director RSUs were fully vested as of 12/28/2024 .
Equity grant details:
| Grant Date | Shares | Grant-Date Price | Fair Value |
|---|---|---|---|
| 4/26/2024 | 3,065 | $51.39 | $157,510 |
Company executive incentive metrics overseen by the C&T Committee (context for pay-for-performance alignment):
| Metric (Messrs. Smith/Scaglione/Hood/Haggard; Ms. Hlavinka) | Weight | Threshold | Target | Max | 2024 Performance | 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-metrics) | 20% | See grids | See grids | See grids | Overall 116.67% (capped at 100%) | 20.00% total payout |
Notes: ESG sub-metrics included absolute plastic reduction, diverse supplier spend, and Scope 1/2 GHG reduction with detailed attainment/payout grids; ESG payouts capped unless EBITDA target met .
Other Directorships & Interlocks
- Current public boards: DaVita, Inc. (Audit; Compensation) .
- Prior boards: Big Lots, Inc. (through 2025), The Hershey Company (2017–2023), Bremer Bank (2017–2024) .
- Interlocks/conflicts: Family-by-marriage employment at Deloitte & Touche LLP (ODP’s auditor) disclosed and assessed; independence affirmed; no charitable conflicts reported .
Expertise & Qualifications
- Financial expert credentials from CFO tenure; leadership of FP&A, accounting, tax, treasury, IR, decision support, IT .
- Technology background/CIO experience; digital and operations transformation expertise .
- Retail and B2B experience; corporate development and international growth leadership .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Ownership % of Outstanding | RSUs (fully vested; deferred) | Notes |
|---|---|---|---|---|
| Wendy L. Schoppert | 3,875 | <1% | 18,965 | 29,818,271 shares outstanding as of Mar 3, 2025; RSUs do not confer voting/disposal rights until distribution |
Insider trades (Form 4):
| Filing Date | Transaction Date | Type | Security | Shares | Price | Post-Transaction Ownership | Source (SEC) |
|---|---|---|---|---|---|---|---|
| 2025-05-06 | 2025-05-02 | Award (A) | Restricted Stock Unit | 11,131 | $0.00 | 30,096 | https://www.sec.gov/Archives/edgar/data/800240/000122520825004818/0001225208-25-004818-index.htm |
| 2024-08-12 | 2024-08-09 | Purchase (P) | Common Stock | 3,875 | $25.77 | 3,875 | https://www.sec.gov/Archives/edgar/data/800240/000122520824007967/0001225208-24-007967-index.htm |
| 2024-04-30 | 2024-04-26 | Award (A) | Restricted Stock Unit | 3,065 | $0.00 | 18,965 | https://www.sec.gov/Archives/edgar/data/800240/000122520824005393/0001225208-24-005393-index.htm |
Additional alignment:
- Director ownership guidelines: Required holdings ≥5x cash retainer ($462,500); Schoppert has met the guidelines; beginning 2026 directors must retain 50% of net shares until guideline met .
- Anti-hedging/anti-pledging: Hedging and pledging of company stock prohibited for directors and executive officers .
Governance Assessment
- Strengths: Independent non-executive Chair; strong independence determinations and fully independent committees; robust clawbacks; anti-hedging/pledging; director equity with deferred distribution to promote long-term alignment; high 2023 Say-on-Pay support (98.5%); thorough risk oversight and annual evaluations. As Chair, Schoppert presides over executive sessions, reinforcing independent oversight .
- Signals: Open-market purchase of ODP shares in Aug 2024 suggests alignment; ongoing RSU awards follow standard director program .
- Potential red flags: Family-by-marriage employment at ODP’s auditor (Deloitte & Touche LLP) could be a perceived conflict, but board review determined no impairment to independence as no services are performed for ODP by the relative; continued monitoring advisable .
- Attendance/engagement: Board met frequently (14 meetings); all directors met ≥75% threshold; executive sessions held regularly—indicative of active oversight .