The ODP (ODP) Proxy Filing summary

Executive summary

• Proposal 5 seeks approval for additional shares under the 2021 Long-Term Incentive Plan to sustain a performance-based equity program and support the company's B2B transformation.

• The plan is designed to align leadership and employee incentives with shareholder outcomes and maintain competitiveness in talent attraction and retention.

• No changes to the long-term incentive award mix are planned if Proposal 5 is approved.

Voting matters and shareholder proposals

• Shareholders are asked to vote FOR Proposal 5, which amends the 2021 Long-Term Incentive Plan by increasing the share pool.

• Approval is positioned as critical for sustaining the equity program through 2026 and beyond.

Executive compensation and say-on-pay

• 60% of equity compensation is granted as Performance Stock Units (PSUs), now 100% tied to relative Total Shareholder Return (rTSR).

• 90% of CEO compensation and nearly 70% for other Named Executive Officers is at risk, emphasizing long-term, market-based outcomes.

• The compensation program is designed to reinforce accountability, operational discipline, EBITDA growth, and long-term value creation.