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  "docId": "019dd923-622b-71dc-a6d9-b06e1e87f57d",
  "docSlug": "0d9a92f4ecfe",
  "documentTitle": "Office Depot, Inc. (ODP)",
  "authorId": "03_Starboard_Value",
  "authorName": "Starboard Value",
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  "sourceTypeSlug": "activist_investor",
  "sourceTypeLabel": "Activist investor",
  "presentationDate": "2013-08-02 00:00:00",
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  "pageNumber": 29,
  "pageCount": 63,
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  "notes": "Uses a narrative structure to build a case against the Board's independence.",
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      "text": "We can only conclude two things from this fact pattern. Either: 1) By February 2011... the CEO search committee... had already determined that Mr. Austrian would become the permanent CEO... 2) The Board's governance is seriously lacking.",
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      "text": "Further, through our public involvement in Office Depot over the last year, a number of highly qualified former CEO’s and high level executives with substantial retail experience have reached out to us stating that at the time of the search process, they had reached out to the search firm conducting the process.\nYet each of these individuals either did not receive a call back from the search firm, or never got past conversations with the search firm to speak with the CEO search committee.\nWe also note that Scott Hedrick became lead independent director in February 2011 to replace Mr. Austrian as lead independent director. Mr. Austrian was subsequently appointed permanent CEO in May 2011.\nOffice Depot noted that Mr. Hedrick became lead independent director in response to the fact that the Company did not have a truly independent lead director (given that Mr. Austrian was serving as lead independent director and had assumed the interim CEO position).\nWe agree that an independent lead director was needed, yet, we note that Mr. Austrian assumed the interim CEO role in October 2010. Therefore, a full four months had passed during the CEO search process before Mr. Hedrick assumed the role of lead independent director.\nWe can only conclude two things from this fact pattern. Either:\n1) By February 2011, only four months into the CEO search process, the CEO search committee, which included Mr. Austrian as one of the members, and Ms. Evans as chair (who had been added to the Board while Mr. Austrian was head of the nominating committee), had already determined that Mr. Austrian would become the permanent CEO such that Mr. Hedrick could therefore assume the role of lead independent director (which would also provide reason why a number of highly qualified potential CEO’s were seemingly not included in the process).\n2) The Board’s governance is seriously lacking in that it was willing to wait a full four months without having an independent lead director.\nEither way, we believe that shareholders should have serious questions about how the CEO search process was conducted and whether the Board is providing truly independent oversight.",
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      "text": "Source: ODP SEC filings.",
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      "kind": "title",
      "text": "We Have Serious Questions About the 2010 CEO Search Process",
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