DEF 14A of ACCO BRANDS Corp, Apr 2, 2024

DEF 14A of ACCO BRANDS Corp

Filed Apr 2, 2024 · FY20230000950170-24-039983

Open on EDGAR

  1. Experience, Qualifications and Skills Represented on Our Board of Directors

    Experience, Qualifications and Skills Represented on Our Board of Directors In addition to the general qualifications highlighted above, in light of the Company's current needs and its business strategy, our Board of Directors has identified particular expertise, qualifications and skills that are important to be represented on our Board as a whole. The Board of Directors believes it is valuable to have a mix of individuals with experience and expertise in the areas of operations, finance, marketing, sales and brand management, and human capital management; individuals with information technology and cybersecurity experience; and individuals with experience in international market development, corporate strategy, corporate governance, sustainability and risk management. The Board of Directors also believes it is important that a meaningful number of our directors have operating knowledge of the markets and industries in which the Company operates and competes, as well as general management experience or experience serving as a public company director. As a group, the members of the Board of Directors reflect the diverse mix of skills, experiences, backgrounds, and perspectives that the Board believes is optimal to foster an effective decision-making environment. The table below is intended to highlight the specific, unique characteristics which led to each individual's selection as a nominee and the collective strength of our Board's experience and expertise.

  2. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Experience / Expertise | Joseph B. Burton | Kathleen S. Dvorak | Pradeep Jotwani | Robert J. Keller | Ron Lombardi | Graciela I. Monteagudo | E. Mark Rajkowski | Elizabeth A. Simermeyer | Thomas W. Tedford | | Director Since | 2022 | 2010 | 2014 | 2005 | 2018 | 2016 | 2012 | 2023 | 2023 | | Age | 59 | 67 | 69 | 70 | 60 | 57 | 65 | 59 | 53 | | Gender | M | F | M | M | M | F | M | F | M | | Ethnically Diverse | | | Yes | | | Yes | | | | | Operating Executive | ● | | ● | ● | ● | ● | | ● | ● | | Financial Executive | | ● | | | ● | | ● | | | | Marketing / Sales / Brand Management | ● | | ● | ● | ● | ● | | ● | ● | | Human Capital Management | | | ● | | | ● | | ● | ● | | Operating Knowledge of Company's Industries | ● | ● | | ● | | | ● | | ● | | Public Company Director | ● | | | ● | ● | ● | ● | | | | IT / Cybersecurity | ● | ● | | | ● | | ● | | | | International Market Development | ● | | ● | | | ● | | ● | | | Corporate Strategy | | ● | ● | ● | ● | | ● | | ● | | Corporate Governance/ Sustainability | | | | | | ● | | ● | | | Risk Management | | ● | ● | ● | | | ● | | |

  3. Experience, Qualifications and Skills Represented on Our Board of Directors

    | | ELECTION OF DIRECTORS (Proxy Item 1) | | | ☑ The Board of Directors recommends you vote FOR the election of all nominees. |

  4. Experience, Qualifications and Skills Represented on Our Board of Directors

    The Board of Directors proposes that each of the nine director nominees named and described below be elected for a one-year term expiring at the 2025 annual meeting of stockholders or when his or her respective successor is duly elected and qualified. Proxies cannot be voted for more than the number of nominees proposed for election. Our Board of Directors is comprised of individuals who collectively possess the particular qualifications and experiences we consider important to be represented on our Board of Directors as a whole. Each of our director nominees possesses the judgment and business and educational background required, has a proven track record of success in his or her field as well as a reputation for integrity, honesty and adherence to high ethical standards. They each have business acumen, an ability to exercise sound judgment and a commitment of service to our Company, its stockholders and the Board of Directors. Each of the director nominees has consented to serve a one-year term if elected. If any director nominee should become unavailable to serve as a director, the Board of Directors may designate a substitute nominee. In that case, the persons named as proxies will vote for the substitute nominee designated by the Board of Directors. Additionally, in accordance with the Company’s Corporate Governance Principles, each director nominee has submitted a contingent, irrevocable resignation that the Board may accept in the event that the votes cast for the director nominee's election do not exceed the votes cast against the director nominee's election (with abstentions and broker non-votes not counted as a vote cast either for or against the director nominee's election). In that event, the Nominating, Governance and Sustainability Committee (or a special committee consisting solely of independent directors not subject to a failed vote) would make a recommendation to the Board about whether to accept or reject the resignation, or whether to take other action. The Board would then act on this recommendation within 90 days of the date that the election results were certified, and the Company would promptly publicly disclose the Board’s decision. The following paragraphs provide information about each director nominee’s background, including positions held, principal occupation and business experience for the past five years, and the names of other publicly traded companies for which he or she currently serves as a director or has served as a director during the past five years. For information about the number of shares of common stock beneficially owned by each director, see “Additional Information--Certain Information Regarding Security Holders.” There are no family relationships among any of the directors and executive officers of ACCO Brands.

  5. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Joseph B. Burton | | | | Mr. Burton is the CEO of Reputation, which helps large enterprises manage and grow their online reputation through the industry’s most comprehensive SaaS platform. Mr. Burton was CEO of Telesign Corporation, a leader in digital identity and programmable communications solutions, from January 2021 to September 2023. Before his election as Telesign's CEO in January 2021, he served as CEO and a Director of Plantronics (now Poly), an audio communications equipment company, from March 2016 to February 2020. |

  6. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Kathleen S. Dvorak | | | | Ms. Dvorak served as Executive Vice President and Chief Financial Officer of Richardson Electronics, Ltd., a global provider of engineered solutions and a leading distributor of electronic components to the electron device marketplace from 2007 until her retirement in August 2015. Previously, she was Senior Vice President and Chief Financial Officer of Essendant Inc. (formerly United Stationers Inc.), an office products wholesaler and distributor. Ms. Dvorak has a certificate in Cybersecurity Oversight from the National Association of Corporate Directors. |

  7. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Pradeep Jotwani | | | | Mr. Jotwani had a long and successful career at Hewlett-Packard Company (“HP”) serving in a number of different capacities from 1982 to 2007 and again from 2012 until July 2015. Among his responsibilities at HP were founding and serving as President of HP’s Consumer Business and setting up and serving as the Senior Vice President of Printing Supplies. When he retired from Hewlett-Packard in July 2015, he was Senior Vice President, LaserJet and Enterprise Solutions. |

  8. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Robert J. Keller | | | | Mr. Keller served as Chairman of the Board of Directors of the Company from October 2008 to May 2016, and as Chief Executive Officer of the Company from October 2008 to March 2013. Prior to joining the Company, Mr. Keller served as President and Chief Executive Officer and as a director of APAC Customer Services, Inc., a provider of business process outsourcing services, and served in various capacities at Office Depot, Inc., most recently as its President, Business Services Group. |

  9. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Ron Lombardi | | | | Mr. Lombardi is Chairman, President and Chief Executive Officer of Prestige Consumer Healthcare, Inc. (formerly Prestige Brands Holdings, Inc.) (“Prestige”), which markets and distributes brand-name consumer healthcare products throughout the United States and in certain international markets. He was elected Chairman of the Board of Prestige in May 2017 and has served as a director and as President and Chief Executive Officer since June 2015. Prior to this role, Mr. Lombardi served as Prestige's Chief Financial Officer from December 2010 until November 2015. |

  10. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Graciela I. Monteagudo | | | | Ms. Monteagudo served as Chief Executive Officer of LALA U.S., a dairy company focused on manufacturing and selling drinkable yogurts and value-added specialty milks from March 2017 to December 2018. Ms. Monteagudo previously served as Senior Vice President and President, Americas for Mead Johnson Nutrition Company from July 2015 to February 2017 where she was responsible for Mead Johnson’s businesses in North America and Latin America. Ms. Monteagudo has been a director of WD 40 Company since June 2020, and serves on its nominating/governance and finance committees. Additionally, Ms. Monteagudo has been a director of iHeart Media since July 2021 and serves on its audit committee. In 2022, Ms. Monteagudo received the ESG: Navigating the Board’s Role certificate from UC Berkeley. |

  11. Experience, Qualifications and Skills Represented on Our Board of Directors

    | E. Mark Rajkowski | | | | Mr. Rajkowski served as Senior Vice President and Chief Financial Officer of Xylem Inc., a global water technology company, from March 2016 until his retirement in December 2020. Mr. Rajkowski previously served as Senior Vice President and Chief Financial Officer of MeadWestvaco from 2004 until July 2015. Mr. Rajkowski is also a director of Orbia Advance Corporation S.A.B. de C.V., a global provider of innovative solutions for building and infrastructure, data communications, irrigation and chemical applications to advance life around the world. |

  12. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Elizabeth A. Simermeyer | | | | Ms. Simermeyer served as Executive Vice President, Global Group President, Healthcare & Life Sciences at Ecolab, a global water, hygiene and infection prevention solutions company, from December 2019 to July 2022. Ms. Simermeyer previously led Ecolab's Healthcare and global Life Sciences businesses. She joined Ecolab in 2014 as Executive Vice President and Chief Marketing Officer. Prior to joining Ecolab, Ms. Simermeyer served as an executive at S.C. Johnson. She started her career at The Procter & Gamble company. Since 2019, Ms. Simermeyer has served as an independent director at the Securian Financial Group, where she is a member of the audit and nominating/governance committees. |

  13. Experience, Qualifications and Skills Represented on Our Board of Directors

    | Thomas W. Tedford | | | | Mr. Tedford has been the President and Chief Executive Officer of the Company since October 2023. Prior to joining the Board and becoming President and CEO, Mr. Tedford served as President and Chief Operating Officer from September 2021 to September 2023, and was Executive Vice President and President, ACCO Brands North America from February 2018 to 2021. Previously Mr. Tedford served as Executive Vice President and President, ACCO Brands U.S. Office and Consumer Products and Executive Vice President and President, ACCO Brands Americas. |

  14. 2023 Director Compensation

    2023 Director Compensation Director compensation is set by the Board of Directors upon a recommendation from the Nominating, Governance and Sustainability Committee. The key objective of our non-employee directors’ compensation program is to attract and retain highly qualified directors with the necessary skills, experience and character to oversee our management. In addition, our compensation program is designed to align the interests of our Board with the long-term interests of our stockholders by linking a significant portion of director compensation to common stock performance. The compensation program is also designed to recognize the time commitment, expertise and potential liability associated with active Board membership. We compensate our non-employee directors with a combination of cash and equity-based compensation. The Nominating, Governance and Sustainability Committee reviews non-employee director compensation annually and periodically engages the Compensation and Human Capital Committee’s independent consultant to conduct comprehensive reviews, including a review of director compensation of our Peer Group as described in “Executive Compensation--Compensation Discussion and Analysis--Peer Group.” The Nominating, Governance and Sustainability Committee uses the data and advice provided by the independent consultant, along with information from benchmarking studies conducted by the National Association of Corporate Directors and others, in formulating its recommendation to the Board regarding non-employee director compensation. The following table sets forth the compensation paid to members of our Board of Directors in 2023 (other than Messrs. Elisman and Tedford). Messrs. Elisman's and Tedford's compensation is included in the 2023 Summary Compensation Table since each was a named executive officer of the Company during 2023.

  15. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Joseph B. Burton | 95,000 | 125,000 | | 220,000 | | Kathleen S. Dvorak | 110,000 | 125,000 | | 235,000 | | Pradeep Jotwani | 115,000 | 125,000 | | 240,000 | | Robert J. Keller | 95,000 | 125,000 | 1,000 | 221,000 | | Thomas Kroeger | 125,000 | 125,000 | 5,000 | 255,000 | | Ron Lombardi | 120,000 | 125,000 | 2,500 | 247,500 | | Graciela I. Monteagudo | 110,000 | 125,000 | 511 | 235,511 | | E. Mark Rajkowski | 95,000 | 125,000 | 5,000 | 225,000 | | Elizabeth A. Simermeyer(1) | 6,970 | 10,815 | | 17,785 |

  16. 2023 Director Compensation

    (1) Ms. Simermeyer joined the Board of Directors on December 5, 2023 The amounts represent the grant date fair value of restricted stock unit awards determined in accordance with FASB ASC Topic 718. Assumptions used in determining the grant date fair value of these awards are set forth in Note 6 to the Company’s consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. The aggregate number of outstanding stock awards held by each director at December 31, 2023, including both vested and unvested stock awards for which settlement has been deferred, is set forth in the table below:

  17. 2023 Director Compensation

    | Name | Restricted Stock Units (RSUs) | | Joseph B. Burton | 39,748 | | Kathleen S. Dvorak | 180,406 | | Pradeep Jotwani | 156,120 | | Robert J. Keller | 134,515 | | Thomas Kroeger | 127,264 | | Ron Lombardi | 99,709 | | Graciela I. Monteagudo | 116,900 | | E. Mark Rajkowski | 164,131 | | Elizabeth A. Simermeyer | 10,815 |

  18. 2023 Director Compensation

    For Messrs. Keller, Kroeger, Lombardi and Rajkowski and Ms. Monteagudo, the amount under “All Other Compensation” represents a matching charitable donation made by the Company on their behalf. See “Director Charitable Matching Gift Program.”

  19. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan Based on a comprehensive review of competitive market practices, current market conditions and the recommendations of the Compensation and Human Capital Committee's independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), the Compensation and Human Capital Committee approved two changes to the Annual Incentive Plan (“AIP”) for 2023. First, the approved 2023 design consisted of financial measures, with an increased weighting of 80 percent (versus 75 percent under the 2022 AIP), and strategic measures, with a corresponding reduced weighting of 20 percent. Second, in addition to adjusted operating income and net sales, working capital efficiency was added as a new financial measure. The three financial measures were weighted as follows: adjusted operating income at 40 percent, net sales at 20 percent and working capital efficiency at 20 percent. The financial performance measures were intended to focus management's attention on continuing to drive profitable growth, while increasing cash flow through a more targeted focus on improving working capital efficiency. The strategic measures were intended to incent appropriate focus on activities that drive achievement of certain cultural and operational transformation goals, as well as our publicly announced ESG goals.

  20. 2023 Annual Incentive Plan

    | 2 | Comparable sales, adjusted operating income, adjusted earnings per share and adjusted free cash flow are non-GAAP financial measures. An explanation of how we calculate each of these non-GAAP financial measures and a reconciliation of each measure to the most directly comparable financial measure calculated and presented in accordance with GAAP can be found in the Appendix. |

  21. 2023 Annual Incentive Plan

    We believe the incentive compensation earned in 2023 by our executive officers, including our named executive officers, properly reflects the performance of the Company. For the 2023 AIP award payout, the chart below reflects actual Company financial and strategic measures performance in relation to the full year performance targets established by the Compensation and Human Capital Committee for each performance measure applied to our named executive officers.

  22. 2023 Annual Incentive Plan

    | Name and Principal Position | AIP Performance Measure(1) | Weight | Annual Target Performance(2) ($ in Millions) | Percent of Annual Target Performance Achieved | Earned Payout | | • Boris Elisman, Former Executive Chairman and Former Chief Executive Officer (3) • Thomas W. Tedford, President and Chief Executive Officer (3) • Deborah A. O'Connor, Executive Vice President and Chief Financial Officer • Cezary Monko, Executive Vice President and President, International • Roxanne Bernstein, Former Executive Vice President and President, North America • Patrick H. Buchenroth, Executive Vice President and President, Americas | ACCO Brands adjusted operating income | 40% | $174.65 | 111.5% | 87.8% | | | ACCO Brands net sales | 20% | $1,936.65 | 41.1% | | | | ACCO Brands working capital efficiency | 20% | 25.5% | 74.9% | | | | Strategic measures | 20% | 100% | 100% | |

  23. 2023 Annual Incentive Plan

    In 2023, all named executive officers were measured on ACCO Brands adjusted operating income, ACCO Brands net sales and ACCO Brands working capital efficiency versus regional financial metrics. (2) Each of the financial performance measures is measured at budgeted currency rates, which are different than actual rates, to remove the impact of year-to-year currency fluctuations that are outside of the control of management. (3) Actual AIP payouts were prorated based on the position target and time served in the position. For additional details, see the Annual Incentive - 2023 Targets section on page 42. The financial performance measures were earned by each named executive officer based on actual achievement of adjusted operating income, net sales and working capital efficiency for the Company. Achievement of the strategic measures was based on qualitative judgment informed by quantitative results, as described below. Assessment of strategic measures was based on 1) our progress in transforming to a faster growing brand and consumer centric business, 2) the astute management of people, facilities, systems and processes to support organizational change and succession planning, and 3) progress in meeting our ESG goals for energy efficiency, leadership diversity and environmentally and socially sustainable products. Despite technology channel sales declining, gross margins were restored to pre-pandemic levels. From an organizational change perspective, the Company successfully reduced voluntary turnover, managed a seamless CEO transition, initiated the transition to a two segment operating and reporting structure, and successfully executed leadership changes in line with succession plans. During 2023, progress was also made advancing the Company's stated ESG goals, including progress on leadership diversity representation and improved energy efficiency. Based on the overall evaluation of the three strategic measures, the Board for Messrs. Elisman and Tedford, and the Compensation and Human Capital Committee for the other named executive officers, determined that each of the named executive officers earned 100 percent of the strategic measures component of their 2023 AIP award. The 2021-2023 PSUs vested on December 31, 2023 and resulted in a cumulative 76.1 percent performance achievement for the three year period. For additional information regarding the 2023 AIP and the 2021-2023 PSUs, see “Annual Incentive - 2023 Targets” and “2021-2023 PSUs.”

  24. 2023 CEO Pay Decisions

    | Boris Elisman | | | Compensation Actions as Chairman of the Board and Chief Executive Officer (Until September 30, 2023) | | | • No increase in annual base salary, which remained flat at $1,025,000. • The continuation of his AIP award target at 120 percent of his base salary. • The grant of a long-term equity award with a total award value of $4,200,000, representing approximately a 5 percent increase over the regular annual award grant value in the prior year. • After the above adjustments, Mr. Elisman’s target total compensation package inclusive of base salary, target annual incentive and target annual long-term equity compensation, was generally aligned with the median target annual compensation of other CEOs within the Company's Peer Group. | Approximately 85 percent of Mr. Elisman's total target compensation consisted of variable, at risk pay. | | Compensation Actions as Executive Chairman (Effective October 1, 2023) | | | • Annual base salary of $750,000; a 27 percent decrease. • Existing AIP award target reduced to 100 percent of new base salary; a 20 percent decrease. • No additional long-term equity award was granted. | Mr. Elisman's total target compensation was reduced by approximately 77%. |

  25. Summary of Key Executive Compensation Practices

    | Topic | | Best Practice | | | Double-Trigger Change-in-Control Provisions | Both a change-in-control and an involuntary termination of employment or termination by executive for “good reason” must occur to receive cash severance payment in connection with a change-in-control. No automatic vesting of equity awards upon a change-in-control. Both a change-in-control and an involuntary termination of employment or termination by executive for “good reason” must occur for equity awards to vest. | | | No Change-in-Control Tax Gross-Ups in Executive Severance Plan | No excise or income tax gross-up provision included in the executive severance plan. | | | Clawback or Forfeiture of Incentive Payments Policy | The Company has a policy to recoup incentive compensation paid or payable to executive officers (including equity awards that are subject to time-based or performance-based conditions) if either the payment was based on financial results that were subsequently restated (regardless of whether the officer was responsible for the restatement), or if the officer engages in willful or intentional misconduct. The Company’s policy complies with the minimum requirements of the Dodd-Frank Act, and goes beyond its requirements by authorizing the recoupment of incentive compensation in cases of willful or intentional misconduct. | | | Stock Ownership Guidelines | Stock ownership guidelines for executive officers, including 6x salary for our CEO, include a requirement to retain 50 percent of net shares received through equity awards until the guidelines are satisfied; the Company does not include unexercised, vested Non-Qualified Stock Options (“NQSOs”), or unearned and unvested PSUs in calculating guideline attainment levels. | | | Prohibition on Hedging and Pledging, Stock Option Repricing and Liberal Share Recycling | Company policy prohibits executive officers and directors from hedging or pledging Company stock. Re-pricing of underwater stock options is prohibited without stockholder approval. Shares that are surrendered or withheld to pay an award's exercise price or tax withholding cannot be added back to the shares available under the Incentive Plan. Likewise, any shares reacquired by the Company upon the exercise of stock options will not be added to the pool of available shares under the Incentive Plan. |

  26. Executive Compensation Philosophy

    | Compensation Components(1) | | | Annual Compensation | • Base Salary - fixed cash compensation based on the Compensation and Human Capital Committee's assessment of competitive market data, the position, and the incumbent executive officer's experience, skills, knowledge and performance; provides an appropriate level of financial certainty. • Annual Incentives - variable performance-based cash compensation earned if annual financial and strategic objectives established by the Compensation and Human Capital Committee are achieved, with above-target payouts for above-target performance and below-target or no payouts for performance that falls short of established goals. | | Long-Term Compensation(2) | • Performance Stock Units and/or Performance Cash - equity and/or cash awards that reward the achievement of financial performance which contribute to the creation of stockholder value over the long-term, with above-target payouts for above-target performance and below-target or no payouts for performance that falls short of established goals. • Restricted Stock Units and/or Time-Vested Cash - equity and/or cash awards that encourage retention while aligning management with stockholders' interests through stock ownership. | | Benefits | • The Company provides retirement, health and welfare plans that are the same as offered to all other salaried employees in the same geography. In addition, executive officers receive life insurance and long-term disability coverage and some executive officers receive certain limited perquisites. |

  27. Role of Our Compensation Consultant and Management

    Role of Our Compensation Consultant and Management The Compensation and Human Capital Committee's independent compensation consultant provides competitive compensation data, analysis and guidance to the Compensation and Human Capital Committee, which is used when reviewing and designing our overall executive compensation programs. During 2023, Meridian provided guidance and recommendations to the Compensation and Human Capital Committee on executive officer compensation and related governance matters, including consultation regarding the design of our short-term and long-term incentive awards. During 2023, representatives of Meridian attended all six Compensation and Human Capital Committee meetings, including portions of the executive sessions without management present. Our executive management makes recommendations regarding executive compensation matters to the Compensation and Human Capital Committee. Management considers the compensation consultant's advice and uses publicly available compensation and benefits survey data and information when making its recommendations to the Compensation and Human Capital Committee. Management may retain other consultants to provide related competitive data and information to assist them in formulating such recommendations. Management's recommendations have historically focused on the Company’s broad-based compensation and benefit plans, the structure and performance measures for short-term and long-term incentives, and compensation and benefits matters related to the Company’s executive officers. Members of our management team, including our CEO, may be invited to attend all or portions of the Compensation and Human Capital Committee's meetings. At these meetings, our CEO provides his recommendations regarding compensation and benefits matters pertaining to our other executive officers.

  28. Independence of Compensation Consultant

    Independence of Compensation Consultant The Compensation and Human Capital Committee received a letter dated February 16, 2023 from Meridian addressing factors relevant to the SEC and NYSE rules regarding independence and potential conflicts of interest. After considering the information and statement provided by Meridian, as well as other factors and information, no conflicts of interest with respect to Meridian's advice were identified by the Compensation and Human Capital Committee, and the Compensation and Human Capital Committee concluded Meridian was an independent consultant.

  29. Compensation Risk Assessment

    | Key Compensation Elements | | | | The total compensation pay mix is designed to encourage all employees to act in ACCO Brands' best interests and includes a market-aligned balance of short-term and long-term incentive compensation elements where pay is both fixed (base salary) and performance-based (short-term and long-term incentives), with sufficient fixed compensation so that employees are not unduly focused on financial performance. | | | Executive long-term incentive awards are generally paid in equity, which aligns long-term interests of recipients and stockholders, and the mix of award types encourage value creation, retention, and stock price appreciation. | | | Recipients of long-term incentive awards are subject to insider trading restrictions. | | | Financial performance targets for short-term and long-term incentives are the same for executives and employees alike, include Company-wide performance measures approved by the Committee to ensure they are consistent with Company strategy, and are designed to promote long-term value to stockholders, and incent consistent behavior across the Company. Financial performance measures are aligned for all executive officers incenting focused and consistent behavior across the Company. | | | Strategic measures are aligned for all executives incenting focused and consistent behavior across the Company. | | | Multiple and varied performance measures for each of the short-term and long-term incentives encourage executives to focus their efforts on driving balanced performance across the multiple key financial measures. | | | Change-in-control and severance benefits are aligned with market norms. | | | Competitive stock ownership guidelines are in place, requiring significant, long-term ownership of Company stock by executive officers. | | | Short-term and long-term incentive awards are capped at 185 and 200 percent, respectively, of target award opportunity and have threshold requirements. | | | Anti-hedging/anti-pledging and whistleblower policies are in place and actively communicated to all employees. A clawback policy which complies with the requirements mandated by the Dodd-Frank Act in requiring the recoupment of incentive compensation (including equity awards that are subject to time-based or performance-based conditions) affected by accounting restatements as well as willful or intentional misconduct is in place for executive management to deter excessive or inappropriate risk taking. |

  30. Peer Group

    Peer Group In establishing executive compensation, the Compensation and Human Capital Committee, in consultation with Meridian, reviews the compensation of our executive officers in relation to the compensation of executives at a group of comparable companies. We refer to that group of companies as our “Peer Group.” The Compensation and Human Capital Committee reviews and approves our Peer Group on a biennial basis. Given our unique mix of consumer, school, technology and office products, it can be difficult to identify companies whose size, business, industry dynamics and other characteristics are largely similar to those of ACCO Brands. Accordingly, the Compensation and Human Capital Committee, in consultation with Meridian, used the following peer-selection criteria to develop a representative Peer Group for the Company. Companies in the same Global Industry Classification Standard ("GICS") category as current peers were considered and then scored for fit, based on: • Similar revenue size and market capitalization • Similar number of employees • Significant sales outside the United States • Non-durable products sold through stores or distributors Company is listed in the respective peer groups of ACCO Brands peers, or lists ACCO Brands as a peer Companies meeting the criteria above generally participate in the same or similar industries, have product distribution models similar to ours, and are companies with which we compete for talented executives. Based on the foregoing criteria, the Compensation and Human Capital Committee approved the following Peer Group in May of 2022 that consists of 20 companies with median revenue of $2.2 billion (generally in line with our Company's revenues). For the named executive officers' 2023 compensation review in March 2023, the total compensation market data from the Peer Group listed below was used to evaluate pay against the market median of reported total compensation using proxy data and market survey data, appropriately aged, for each position.

  31. Peer Group

    | Peer Group | | | | • Armstrong World Industries, Inc. | • HNI Corporation | • Spectrum Brands Holdings, Inc. | | • Brady Corporation | • Interface, Inc. | • Steelcase Inc. | | • Cimpress plc | • Kimball International, Inc. | • The Scotts Miracle-Gro Company | | • Deluxe Corporation | • MillerKnoll, Inc. | • The Toro Company | | • Edgewell Personal Care Company | • MSA Safety Incorporated | • Tupperware Brands Corporation | | • Energizer Holdings, Inc. | • Pitney Bowes Inc. | • UniFirst Corporation | | • Helen of Troy Limited | • Sonos Inc. | |

  32. Executive Total Compensation and Compensation Mix

    Executive Total Compensation and Compensation Mix The Compensation and Human Capital Committee believes that linking pay and performance contributes to the creation of stockholder value. Annually, the Compensation and Human Capital Committee reviews actual short-term and long-term incentive payouts relative to the performance of our Peer Group companies. For the pay-and-performance link to be effective, experienced individuals who have proven to be strong contributors to the Company’s performance should be rewarded with total compensation that falls at approximately the median of total compensation paid to similarly situated executives of the companies in our Peer Group. The Compensation and Human Capital Committee may exercise discretion and consider additional factors such as individual performance, experience level, future potential and specific job assignment of the executive, pay equity, market conditions and the Company’s recent performance when determining pay for any of our executive officers. A substantial portion of executive compensation is at risk. Accordingly, our executive compensation components are weighted toward incentives which we believe encourage the creation of stockholder value through the advancement of our strategy and the achievement of the Company’s revenue growth, profitability improvement, cash flow, net income per share, and working capital efficiency goals, share price appreciation and total shareholder return. Though the Compensation and Human Capital Committee has not pre-established any relative weightings among the various compensation components, the Compensation and Human Capital Committee targets the market median of the Peer Group for each compensation component as well as at the overall total compensation of all components combined. The Compensation and Human Capital Committee reviews the base salary and short-term and long-term incentive compensation mix for executive officers at least annually to ensure alignment with the Company's executive compensation philosophy. In considering 2023 total compensation adjustments for the named executive officers other than the CEO, the Compensation and Human Capital Committee used performance assessments by our CEO and the compensation information of the Peer Group and survey data, appropriately aged. In the case of the CEO, the Compensation and Human Capital Committee and the Board of Directors used their performance assessment and Peer Group compensation information. On a total compensation basis, Mr. Elisman's 2023 target total compensation as CEO was generally aligned with the median of CEOs in our Peer Group. Mr. Tedford's target annual total compensation as CEO, including his promotional grant, was in the lowest quartile of CEOs in our Peer Group. The target total compensation of each of our named executive officers other than Messrs. Elisman and Tedford, was generally aligned with the median of the Peer Group and/or survey data following the 2023 compensation actions. The following graphs show the CEO's and the other named executive officers' 2023 pay mix at total target compensation (i.e., base salary, target annual incentive and target long-term incentive). Each compensation component is described in further detail below. Approximately 85 percent of Mr. Elisman's total target compensation was variable and at risk, approximately 80 percent of Mr. Tedford's total target compensation was variable and at risk, and approximately 72 percent of the other named executive officers average, as a group, total target compensation was variable and at risk.

  33. Base Salaries

    The prior base salary for all named executive officers was the base salary in effect on January 1, 2023. As part of the CEO transition, Mr. Elisman's annual base salary changed on October 1, 2024, to $750,000 to reflect his role as Executive Chairman. Mr. Tedford's annual base salary changed on October 1, 2024, to $850,000 to reflect his role as President and Chief Executive Officer. Mr. Monko's prior base salary and new base salary are shown in U.S. dollars, converted from Polish Zloty using the December 2023 month-end rate of 0.2553. Following his April 1, 2023 base salary adjustment, Mr. Elisman's 2023 base salary as CEO was generally aligned with the median base salary of CEO positions at our Peer Group companies. Following his October 1, 2023 base salary adjustment as CEO, Mr. Tedford's 2023 base salary was below the 25th percentile of CEO positions at our Peer Group companies, due to his tenure as a new CEO. Following our other named executive officers' 2023 base salary adjustments, their base salaries were aligned, as a group, near the median for comparable positions in our Peer Group and/or comparable survey benchmark positions.

  34. Annual Incentive - 2023 Targets

    Annual Incentive - 2023 Targets The table below summarizes the 2023 AIP target and maximum award opportunities for each of our named executive officers, which vary depending upon leadership responsibilities:

  35. Annual Incentive - 2023 Targets

    | Name and Principal Position | Target AIP as % of Salary (100% of Target) | Maximum AIP as % of Salary(1) | Target AIP $ Award Opportunity(2) | | Boris Elisman(3) Former Executive Chairman and Former Chief Executive Officer | 120.0% | 100.0% | 222.0% | 185.0% | $1,108,992 | | Thomas W. Tedford(4) President and Chief Executive Officer | 90.0% | 120.0% | 166.5% | 222.0% | $725,383 | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | 75.0% | 138.8% | $417,815 | | Cezary Monko(5) Executive Vice President and President, International | 75.0% | 138.8% | $479,261 | | Roxanne Bernstein Former Executive Vice President and President, North America | 75.0% | 138.8% | $389,126 | | Patrick H. Buchenroth Executive Vice President and President, Americas | 75.0% | 138.8% | $393,932 |

  36. Annual Incentive - 2023 Targets

    (1) Maximum AIP as a percent of salary consists of two components, 1) financial measures, which are weighted at 80 percent and has a maximum payout of 200 percent, and 2) strategic measures, which is weighted at 20 percent and has a maximum payout of 125 percent. (2) Target AIP Award Opportunity is calculated based on actual salary earned in 2023. For Messrs. Elisman and Tedford, the Target AIP award opportunity was prorated based on the position target and time served in the position. (3) Mr. Elisman's target AIP award opportunity was 120 percent of his base salary through September 30, 2023. Effective October 1, 2023, his target AIP award opportunity was decreased to 100 percent of his base salary in connection with his move to Executive Chairman. (4) Mr. Tedford's target AIP award opportunity was 90 percent of his base salary through September 30, 2023. Effective October 1, 2023, his target AIP award opportunity was increased to 120 percent of his base salary in connection with his move to President and Chief Executive Officer. (5) The target AIP award opportunity for Mr. Monko is shown in U.S. dollars, converted from Polish Zloty using the December 2023 month-end rate of 0.2553. Messrs. Elisman's and Tedford's CEO target annual incentive opportunity of 120 percent of base salary is at the median target annual incentive opportunity of CEO positions in our Peer Group. The target annual incentive award opportunity percent for our other named executive officers, as a group, was generally aligned with the median target annual incentive opportunity for comparable positions in our Peer Group and/or comparable survey benchmark positions. The Compensation and Human Capital Committee determined that executive officers would be measured against three financial measures--adjusted operating income (weighted 40%), net sales (weighted 20%) and working capital efficiency (weighted 20%). The Compensation and Human Capital Committee believes that adjusted operating income, net sales, and working capital efficiency focus our executive officers on growth and is aligned with the strategic transformation of the Company to be more brand-, consumer- and technology-centric. The heavier weighting on adjusted operating income aligns with the Company's strategy to continually improve profitability as the primary driver of growing stockholder value. For 2023, the AIP award opportunity for each financial performance measure ranged from a threshold of 25 percent to a maximum of 200 percent of target, with 0 percent payout for below-threshold performance. Each of the financial performance measures described below is measured at budgeted currency rates, which are different than actual rates, to remove the impact of year-to-year currency fluctuations that are outside of the control of management.

  37. Annual Incentive - 2023 Targets

    | 2023 AIP Performance Measure | Performance Measure Definition(1) | Rationale for Measure | | ACCO Brands adjusted operating income | Operating income as reported in accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), adjusted to exclude certain one-time and non-comparable items primarily associated with transaction and integration related expenses, restructuring charges, non-cash goodwill impairment charges, and incentive compensation expense. | Focuses executive officers on growing Company profitability; aligned with stockholder returns. | | ACCO Brands net sales | Gross sales, plus other items reported as revenue, less sales deductions (i.e., net trade sales as reported in the Company's financial statements in accordance with GAAP). | Focuses executive officers on revenue growth; aligned with stockholder interests. | | Working Capital Efficiency | Thirteen-month average net working capital (i.e., monthly net working capital for the current month and prior 12 months summed and divided by 13), divided by 2023 annual net sales, expressed as a percentage. Working capital is defined as net accounts receivable, plus net inventory, less trade accounts payable and less customer programs liability. Accounts used to measure working capital are as externally reported in accordance with US GAAP. | Focuses executive officers on reducing complexity, improving efficiencies, and ultimately generating cash. | | ACCO Brands strategic measures | Qualitative and quantitative measures that drive performance against strategic goals, as described below. | Focuses executive officers on critical strategic priorities aligned with stockholder interests. |

  38. Annual Incentive - 2023 Targets

    Each of the financial performance measures is measured at budgeted currency rates, which are different than actual rates, to remove the impact of year-to-year currency fluctuations that are outside of the control of management. The remaining 20 percent of our named executive officers' 2023 target AIP opportunity was determined by performance relative to the strategic measures. Strategic measures are intended to incent 1) our progress in transforming to a faster growing brand and consumer centric business, 2) the astute management of people, facilities, systems and processes to support organizational change and succession planning, and 3) progress in meeting our ESG goals for energy efficiency, leadership diversity and environmentally and socially sustainable products. For 2023, the AIP award opportunity for strategic measures ranged from a threshold of 50 percent to a maximum of 125 percent of target, with 0 percent payout for below-threshold performance. Although it did not affect the 2023 AIP payout, due to continued economic uncertainty, two different measurement periods were again utilized to evaluate performance of the financial measures with targets set separately for each of the two periods. The first-half measurement period covered the period from January 1, 2023 through June 30, 2023 and represented one-third of the total target annual bonus opportunity, and the full year measurement period covered the period from January 1, 2023 through December 31, 2023 and represented the full target annual bonus opportunity (with targets reviewed and recalibrated in August 2023). Although the design of the plan left open an opportunity to review and recalibrate full year financial measure targets at mid-year, no changes were made to the targets for named executive officers. Ultimately, the full year earned AIP payouts relative to the financial measures were based on full year financial performance for all named executive officers. Beginning with the 2024 performance year, the Company plans to return to a single full year measurement period, covering the period from January 1, 2024 to December 31, 2024, to evaluate the performance of the AIP financial measures.

  39. Annual Incentive - 2023 Payouts

    Annual Incentive - 2023 Payouts The chart on page 33 reflects the Company's actual performance in relation to goals established by the Compensation and Human Capital Committee for each performance measure applied to our named executive officers. Based on this performance, the 2023 AIP payouts for our named executive officers are indicated in the table below:

  40. Annual Incentive - 2023 Payouts

    | Name and Principal Position | Target AIP Award Opportunity(1) | Actual AIP Award Payout | AIP Payout as % of Target | | Boris Elisman Former Executive Chairman and Former Chief Executive Officer | $1,108,992 | $974,028 | 87.8% | | Thomas W. Tedford President and Chief Executive Officer | $725,383 | $637,104 | 87.8% | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | $417,815 | $366,967 | 87.8% | | Cezary Monko(2) Executive Vice President and President, International | $479,261 | $420,935 | 87.8% | | Roxanne Bernstein Former Executive Vice President and President, North America | $389,126 | $341,770 | 87.8% | | Patrick H. Buchenroth Executive Vice President and President, Americas | $393,932 | $345,991 | 87.8% |

  41. Annual Incentive - 2023 Payouts

    (1) Target AIP Award Opportunity is calculated based on actual salary earned in 2023. (2) The target AIP award opportunity for Mr. Monko is shown in U.S. dollars, converted from Polish Zloty using the December 2023 month-end rate of 0.2553.

  42. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Pursuant to the 2022 ACCO Brands Corporation Incentive Plan, as amended, (the "Incentive Plan"), the Company may use a variety of long-term incentive awards, such as RSUs, NQSOs, PSUs, Performance Cash and Time-Vested Cash. The Compensation and Human Capital Committee determines annually the long-term compensation mix based on a variety of factors, such as our business strategy, marketplace trends, retention needs, participant eligibility, share availability under the Incentive Plan, Peer Group practices, cost and cash flow impact to the Company.

  43. 2023 LTIP Awards

    2023 LTIP Awards Mr. Elisman's 2023 LTIP award was comprised of 67 percent PSUs and 33 percent RSUs. Mr. Tedford's 2023 COO LTIP award was comprised of 60 percent PSUs and 40 percent RSUs and his promotional 2023 CEO LTIP award was comprised of 67 percent PSUs and 33 percent RSUs. The 2023 LTIP awards for the other named executive officers were comprised of 60 percent PSUs, 40 percent RSUs. In establishing the 2023 LTIP grant values, the Compensation and Human Capital Committee reviewed the LTIP compensation data for the companies in our Peer Group. Mr. Elisman's 2023 LTIP award at target was between the 25th and 50th percentile LTIP value of CEO positions in our Peer Group. Mr. Tedford's total 2023 LTIP award at target, including his promotional CEO grant, was below the 25th percentile LTIP value of CEO positions in our Peer Group, due to his tenure as a new CEO. The grant values for our other named executive officers 2023 LTIP awards at target were between the 25th and 50th percentile of target LTIP values for comparable positions in our Peer Group and/or comparable survey benchmark positions. The following is a description of the terms of the Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) that were granted in 2023.

  44. 2023 LTIP Awards

    | | Restricted Stock Units The 2023 RSUs represent the right to receive shares of common stock of the Company, subject to the completion of a three-year service period (e.g., the RSUs cliff vest on the third anniversary of the grant date), except as otherwise provided in the Incentive Plan or award agreements. Dividend equivalents are accrued on unvested RSUs, are subject to the underlying terms and conditions of each RSU award, and are not paid until the RSUs have vested. Vested RSUs are settled for a like number of shares of common stock of the Company. | | | Performance Stock Units The 2023-2025 PSUs will be earned based on financial performance during three one-year performance periods ending December 31 of each year and cumulative Total Shareholder Return relative to our Peer Group over the three-year performance period ending December 31, 2025. The Compensation and Human Capital Committee determined that executive officers would be measured against adjusted earnings per share, adjusted free cash flow and adjusted gross margin percent as defined in the chart below. Vested PSUs are settled for a like number of shares of common stock of the Company. The total number of PSUs that may be earned ranges from 50 percent to 200 percent of target, with 0 percent for below threshold performance, subject to a relative total shareholder return modifier. |

  45. 2023-2025 PSU Performance Measures

    2023-2025 PSU Performance Measures The following is a description of the financial performance measures for the PSUs granted in 2023 and a total shareholder return (TSR) modifier, as described below.

  46. 2023-2025 PSU Performance Measures

    | 2023-2025 PSU Financial Performance Measures | Measure Weight | Definition | Rationale for Measure | | ACCO Brands adjusted earnings per share | 50% | Adjusted net income divided by the weighted average fully diluted outstanding shares of the Company's common stock for the relevant year as externally reported by the Company. Adjusted net income excludes restructuring expenses and goodwill impairment charges, amortization of intangibles, non-recurring items and other income/expense and discrete income tax adjustments, including income tax related to the foregoing and is calculated using the externally reported adjusted tax rate. | Focuses executive officers on growing Company profitability; aligned with stockholder returns. | | ACCO Brands adjusted free cash flow | 30% | Net cash provided by operations as reported in accordance with U.S. GAAP, excluding cash payments made for contingent earnouts, plus cash proceeds from any sale of operating assets, less capital expenditures, and further adjusted to exclude any adverse cash consequences from tax assessments related to pre-acquisition transactions (including related interest payments, net of tax). | Focuses executive officers on generating cash to fund capital allocation priorities of dividend payments, debt reduction, share repurchases and acquisitions. | | ACCO Brands adjusted gross margin percent | 20% | Adjusted gross profit divided by net sales. Adjusted gross profit equals net sales as externally reported, less cost of goods sold and the cost of freight and distribution, plus or minus other one-time and non-recurring items. | Focuses executive officers on growing profitable sales and value-added products; aligned with peer group practices and stockholder interests. | | Relative total shareholder return | Modifier | Earned PSUs can be increased or decreased based on the Company's relative TSR performance compared to the Peer Group, as described below. | To align executives with stockholder interests. |

  47. 2023-2025 PSU Performance Measures

    Once the number of earned PSUs is calculated based on the level of achievement under the financial performance measures, the number of earned PSUs may be increased or decreased based on the Company's total shareholder return ("TSR") performance relative to the Peer Group over the cumulative three-year performance period.

  48. 2023-2025 PSU Performance Measures

    | Company TSR Relative to Peer Group TSR | TSR Modifier (Multiplier) | | >= 75th Percentile | 120% | | >25th and < 75th Percentile | 100% (No Modification) | | <= 25th Percentile | 80% |

  49. 2023-2025 PSU Performance Measures

    TSR for the Peer Group and the Company for the period beginning on January 1, 2023 and ending on December 31, 2025 will be calculated by subtracting the beginning stock price from the ending stock price (in each case, including reinvested dividends) and dividing by the beginning stock price (including reinvested dividends). For purposes of calculating the TSR Modifier, the beginning and ending stock price will be equal to the average of the last 30 trading days stock price ending on the calculation date.

  50. 2021-2023 PSUs

    2021-2023 PSUs The 2021-2023 PSUs vested on December 31, 2023 and resulted in a cumulative 76.1 percent performance achievement for the three year period. Year three of the 2021-2023 PSU actual performance on the financial measures, adjusted free cash flow (with target performance of $100.0 million) and adjusted earnings per share (with target performance of $1.10 per share), resulted in 120.2 percent achievement. Actual performance on the financial measures for years one and two resulted in 108.1 percent and 0 percent achievement, respectively. As a result, each of Messrs. Elisman, Tedford, Monko, and Buchenroth earned 217,386, 56,935, 46,586, and 31,057 shares (including accrued dividend equivalents), respectively. Mss. O'Connor and Bernstein did not have any 2021 – 2023 PSUs, as they joined the Company after the awards were granted.

  51. Timing of Equity Grants

    Timing of Equity Grants Annual equity awards are granted to executive officers and other eligible employees and are typically granted during the first quarter of each year, unless circumstances arise that warrant establishing different dates. Off-cycle (non-annual) awards may be made if our CEO and the Compensation and Human Capital Committee deem it necessary for newly promoted employees, strategic new hires, or in other special or unique circumstances. The award is determined by the CEO and the Compensation and Human Capital Committee in advance of the actual effective date of the grant. The effective date for an off-cycle award is the first business day of the month following a newly hired/promoted eligible employee's effective date of hire or promotion, as the case may be.

  52. Executive Severance Plan

    Executive Severance Plan The Company does not provide individual employment contracts for executive officers, unless having an employment contract is a common practice in a given geography. All of the Company’s executive officers, including the named executive officers, currently participate in the Company’s Executive Severance Plan (the “ESP”), which is administered by the Compensation and Human Capital Committee. The ESP is intended to help the Company attract and retain executives in a talent marketplace where such employment protections are commonly offered, including among our Peer Group companies. Though Mr. Monko has an employment contract, which is governed by Polish law, his severance benefits are established by the ESP. For further details regarding severance benefits provided under the ESP, see “Executive Compensation Tables--Potential Payments Upon Termination or Change-in-Control” and the related tables.

  53. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below provides information regarding the total compensation paid to or earned by each of our named executive officers for each of the fiscal years ended December 31, 2023, 2022, and 2021.

  54. 2023 Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary(3) ($) | Bonus(4) ($) | Stock Awards(5) ($) | Option Awards(6) ($) | Non- Equity Incentive Plan Compens- ation(7) ($) | Change in Pension Value(8) ($) | All Other Compens- ation(9) ($) | Total ($) | | Boris Elisman(1) | 2023 | 961,539 | — | 2,365,494 | — | 974,028 | 9,000 | 40,135 | 4,350,195 | | Former Executive Chairman and | 2022 | 1,019,692 | — | 3,211,351 | 778,566 | 212,300 | — | 46,494 | 5,268,403 | | Former Chief Executive Officer | 2021 | 998,462 | — | 4,375,015 | 675,641 | 1,184,974 | — | 42,689 | 7,276,781 | | Thomas W. Tedford(2) | 2023 | 730,745 | — | 1,282,167 | — | 637,104 | — | 24,371 | 2,674,387 | | President and | 2022 | 672,121 | — | 902,837 | 291,964 | 104,952 | — | 20,514 | 1,992,388 | | Chief Executive Officer | 2021 | 605,551 | — | 1,237,513 | 265,431 | 489,604 | — | 19,614 | 2,617,712 | | Deborah A. O'Connor | 2023 | 556,574 | — | 637,264 | — | 366,967 | — | 28,929 | 1,589,735 | | Executive Vice President | 2022 | 394,615 | — | 800,139 | 228,954 | 51,349 | — | 23,363 | 1,498,421 | | and Chief Financial Officer | | | | | | | | | | | Cezary Monko | 2023 | 638,870 | 9,960 | 637,264 | — | 420,935 | 32,000 | 32,775 | 1,771,805 | | Executive Vice President and | 2022 | 534,658 | — | 677,134 | 218,973 | 67,166 | — | 32,566 | 1,530,498 | | President, International | 2021 | 576,691 | — | 1,012,522 | 217,171 | 402,242 | — | 32,836 | 2,241,462 | | Roxanne Bernstein | 2023 | 518,269 | — | 637,264 | — | 341,770 | — | 24,949 | 1,522,252 | | Former Executive Vice President and | | | | | | | | | | | President, North America | | | | | | | | | | | Patrick H. Buchenroth | 2023 | 524,671 | — | 515,880 | — | 345,991 | — | 25,746 | 1,412,288 | | Executive Vice President and | 2022 | 502,899 | — | 489,053 | 158,147 | 357,939 | — | 20,401 | 1,528,439 | | President, Americas | 2021 | 490,068 | — | 675,015 | 144,782 | 388,134 | — | 20,834 | 1,718,832 |

  55. 2023 Summary Compensation Table

    (1) Compensation for Mr. Elisman reflects his position as Chairman of the Board and Chief Executive Officer for fiscal years 2021, 2022 and the first nine months of 2023 and his position as Executive Chairman for the last three months of 2023. (2) Compensation for Mr. Tedford for fiscal years 2021 and 2022 reflects his position as President and Chief Operating Officer. Compensation for Mr. Tedford for fiscal year 2023 reflects his position as President and Chief Operating Officer through September 30, 2023, and his position as President and Chief Executive Officer effective October 1, 2023. (3) Mr. Monko's amount has been converted from Polish Zloty to U.S. dollars using the December 2023 month-end rate of 0.2553. (4) Mr. Monko participated in a temporary bonus program on a similar basis as other employees in Poland to off-set the hyper-inflation experienced in the country over 2023. (5) The amounts reflect the grant date fair value of time-based RSUs granted during the applicable fiscal year. Also included is the grant date fair value related to year one of the 2023 - 2025 PSUs that may be earned based on achievement of performance measures as more fully described in footnote (3) to the Grants of Plan-Based Awards Table. For fiscal year 2023, the amounts reported related to the PSUs at target performance are $965,629 for Mr. Elisman, $462,187 for Mr. Tedford, $217,260 for Ms. O'Connor, $217,260 for Mr. Monko, $217,260 for Ms. Bernstein and $175,876 for Mr. Buchenroth. For fiscal year 2023, if the highest level of performance under the PSUs were to be achieved, the grant date fair values of the PSUs would have been $1,931,259 for Mr. Elisman, $924,374 for Mr. Tedford, $434,520 for Ms. O'Connor, $434,520 for Mr. Monko, $434,520 for Ms. Bernstein, and $351,751 for Mr. Buchenroth. Assumptions used in the calculation of the grant date fair value are included in Note 7 to the Company’s audited financial statements for each year shown included in the Company’s Annual Reports on Form 10-K filed with the SEC. (6) Stock options were not granted to any of the named executive officers in 2023. (7) Amounts represent cash awards earned for the applicable fiscal year and paid in the subsequent fiscal year, under the company's Annual Incentive Plan. The amounts represent the aggregate increase in actuarial present value during each year shown for the named executive officer’s accumulated benefit, if any, provided under the ACCO U.S. Pension (for Mr. Elisman) and the Polish defined benefit retirement plan (for Mr. Monko). Neither Mr. Elisman nor Mr. Monko earned any preferential amounts on their account balances. For Mr. Elisman, all such amounts fully vested in prior years. Other than Mr. Elisman, no named executive officers were eligible to participate in the ACCO U.S. Pension prior to the time it was frozen. See “Executive Compensation Tables--Pension Benefits” for further details. The following table provides details about each component of the "All Other Compensation" shown in column (i) for the fiscal year ended December 31, 2023:

  56. 2023 Summary Compensation Table

    | Name and Principal Position | Automobile(1) | Company Contributions to Defined Contribution Plans(2) | Miscellaneous Perquisites(3) | Total | | Boris Elisman Former Executive Chairman and Former Chief Executive Officer | $13,992 | $19,800 | $6,343 | $40,135 | | Thomas W. Tedford President and Chief Executive Officer | $0 | $19,800 | $4,571 | $24,371 | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | $0 | $19,800 | $9,129 | $28,929 | | Cezary Monko(2) Executive Vice President and President, International | $19,670 | $10,845 | $2,261 | $32,775 | | Roxanne Bernstein Former Executive Vice President and President, North America | $0 | $19,800 | $5,149 | $24,949 | | Patrick H. Buchenroth Executive Vice President and President, Americas | $0 | $19,800 | $5,946 | $25,746 |

  57. 2023 Summary Compensation Table

    (1) Mr. Elisman was provided an automobile allowance in 2023, subject to taxation. Mr. Monko is provided a company-leased vehicle, subject to taxation for any personal use, the value of which is reflected in U.S. dollars converted from Polish Zloty using the December 2023 month-end rate of 0.2553. (2) The amounts reflect the Company’s 2023 contribution to the U.S. tax-qualified 401(k) savings plan account for each of the named executive officers, other than Mr. Monko, whose amount represents the Company's 2023 contribution to the Polish Private Employee Capital Plan. The amounts include the 2023 cost to the Company for premiums paid on excess long-term disability and/or group term life insurance in the amounts of $1,343, $4,571, $9,129, $2,286 and $5,946 for each of Mr. Elisman, Mr. Tedford, Ms. O'Connor, Ms. Bernstein, and Mr. Buchenroth, respectively. For Mr. Elisman and Ms. Bernstein, the amount also includes a matching charitable donation made by the Company in the amounts of $5,000 and $2,863, respectively. Mr. Monko's amount of $2,261 represents the excess premium on personal and family medical coverage paid by the Company and is reflected in U.S. dollars converted from Polish Zloty using the December 2023 month-end rate of 0.2553.

  58. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information concerning each grant of an award made to a named executive officer under the Company’s Incentive Plan during the fiscal year ended December 31, 2023.

  59. Grants of Plan-Based Awards

    | | | | | | | | | All Other | Grant | | | | | | | | | | Stock Awards: | Date Fair | | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | Number of | Value of | | | | Under Non-Equity | | | Under Equity | | | Shares of | Stock and | | | | Incentive Plan Awards(1) | | | Incentive Plan Awards(2) | | | Stock or | Option | | Name and | Grant | Thresh. | Target | Max. | Thresh. | Target | Max. | Units(3) | Awards(4) | | Principal Position | Date | ($) | ($) | ($) | (#) | (#) | (#) | ($) | ($) | | Boris Elisman | n.a. | 332,698 | 1,108,992 | 2,051,635 | | | | | | | Former Executive Chairman | 3/14/2023 | | | | 71,661 | 179,152 | 358,304 | | 965,629 | | and Former Chief | 3/14/2023 | | | | | | | 268,688 | 1,399,864 | | Executive Officer | | | | | | | | | | | Thomas W. Tedford | n.a. | 217,615 | 725,383 | 1,341,959 | | | | | | | President and | 3/14/2023 | | | | 19,962 | 49,905 | 99,810 | | 268,988 | | Chief Executive | 10/2/2023 | | | | 14,338 | 35,844 | 71,688 | | 193,199 | | Officer | 3/14/2023 | | | | | | | 99,809 | 520,005 | | | 10/2/2023 | | | | | | | 53,759 | 299,975 | | Deborah A. O'Connor | n.a. | 125,345 | 417,815 | 772,958 | | | | | | | Executive Vice | 3/14/2023 | | | | 16,123 | 40,308 | 80,616 | | 217,260 | | President and Chief | 3/14/2023 | | | | | | | 80,615 | 420,004 | | Financial Officer | | | | | | | | | | | Cezary Monko | n.a. | 143,778 | 479,261 | 886,633 | | | | | | | Executive Vice | 3/14/2023 | | | | 16,123 | 40,308 | 80,616 | | 217,260 | | President and | 3/14/2023 | | | | | | | 80,615 | 420,004 | | President, International | | | | | | | | | | | Roxanne Bernstein | n.a. | 116,738 | 389,126 | 719,884 | | | | | | | Former Executive Vice | 3/14/2023 | | | | 16,123 | 40,308 | 80,616 | | 217,260 | | President and | 3/14/2023 | | | | | | | 80,615 | 420,004 | | President, North America | | | | | | | | | | | Patrick H. Buchenroth | n.a. | 118,180 | 393,932 | 728,775 | | | | | | | Executive Vice | 3/14/2023 | | | | 13,052 | 32,630 | 65,260 | | 175,876 | | President and | 3/14/2023 | | | | | | | 65,260 | 340,005 | | President, Americas | | | | | | | | | |

  60. Grants of Plan-Based Awards

    (1) The amounts shown represent the potential AIP earnings for 2023 at threshold, target and maximum performance. Threshold is 30 percent of target and maximum is 185 percent of target performance. The actual amounts earned for 2023 are included in column (g) of the 2023 Summary Compensation Table. For Mr. Monko, amounts have been converted from Polish Zloty to U.S. dollars using the December 2023 month-end rate of 0.2553. (2) The amounts shown represent the threshold, target and maximum number of shares related to year one of the 2023 - 2025 Performance Share Unit plan that may be earned based on achievement of performance measures which have been established. Shares related to years two and three of the program for which performance measures have not yet been established will be reported in the fiscal year in which those measures are established and the grant is made in accordance with FASB ASC Topic 718. Threshold is 50 percent of target and maximum is 200 percent of target performance which can be modified up or down by 20 percent based on relative Total Shareholder Return performance against peers not to exceed 200 percent of target performance. (3) The amounts shown represent RSUs that vest on the third anniversary of the grant date. The amounts shown represent the grant date fair value of each equity award determined in accordance with FASB ASC Topic 718.

  61. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding unexercised NQSOs and unvested RSUs and PSUs as of December 31, 2023 for each of the named executive officers.

  62. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | | Stock Awards | | | | | | | | | | | | | | | | Equity | | | | | | | | | | | Equity | Incentive Plan | | | | | | | | | | | Incentive Plan | Awards: | | | | | | | | | | | Awards: | Market or | | | | | | | | | Number | Market | Number of | Payout Value | | | | Number of | Number of | | | | of Shares | Value of | Unearned | of Unearned | | | | Securities | Securities | | | | or Units | Shares or | Shares, Units | Shares, Units | | | | Underlying | Underlying | | | | of Stock | Units of | or Other | or Other | | | | Unexercised | Unexercised | Option | | | That | Stock That | Rights That | Rights | | | | Options | Options | Exercise | Option | | Have Not | Have Not | Have Not | That Have | | Name and | Grant | Exercisable | Unexercisable | Price | Expiration | Grant | Vested | Vested(2) | Vested | Not Vested(2) | | Principal Position | Date | (#) | (#) | ($) | Date | Date | (#) | ($) | (#) | ($) | | Boris Elisman | 3/2/2022 | 105,070 | 210,139 | 8.46 | 3/2/2032 | | | | | | | Former Executive | 3/3/2021 | 184,746 | 92,372 | 8.42 | 3/3/2031 | | | | | | | Chairman and | 3/4/2020 | 257,339 | — | 8.29 | 3/4/2030 | | | | | | | Former Chief | 3/6/2019 | 223,378 | — | 9.04 | 3/6/2026 | | | | | | | Executive Officer | 3/7/2018 | 118,032 | — | 12.82 | 3/7/2025 | | | | | | | | 3/8/2017 | 115,033 | — | 12.75 | 3/8/2024 | | | | | | | | | | | | | 3/14/2023 | 280,262(4) | 1,703,991 | 1,121,211(7) | 6,816,965 | | | | | | | | 5/17/2022 | | — | 623,802(8) | 3,792,715 | | | | | | | | 3/2/2022 | 104,906(5) | 637,826 | | | | | | | | | | 3/3/2021 | 312,605(6) | 1,900,636 | | | | Thomas W. Tedford | 3/2/2022 | 39,402 | 78,802 | 8.46 | 3/2/2032 | | | | | | | President and | 3/3/2021 | 72,579 | 36,289 | 8.42 | 3/3/2031 | | | | | | | Chief Executive | 3/4/2020 | 100,523 | — | 8.29 | 3/4/2030 | | | | | | | Officer | 3/6/2019 | 73,747 | — | 9.04 | 3/6/2026 | | | | | | | | 3/7/2018 | 51,318 | — | 12.82 | 3/7/2025 | | | | | | | | 3/8/2017 | 52,288 | — | 12.75 | 3/8/2024 | | | | | | | | | | | | | 10/2/2023 | 54,506(3) | 331,394 | 218,053(7) | 1,325,762 | | | | | | | | 3/14/2023 | 104,108(4) | 632,978 | 312,324(7) | 1,898,928 | | | | | | | | 5/17/2022 | | — | 155,950(8) | 948,179 | | | | | | | | 3/2/2022 | 39,339(5) | 239,184 | | | | | | | | | | 3/3/2021 | 94,343(6) | 573,604 | | | | Deborah A. O'Connor | 5/2/2022 | 73,382 | 36,692 | 7.23 | 5/2/2032 | | | | | | | Executive Vice | | | | | | 3/14/2023 | 84,087(4) | 511,252 | 252,261(7) | 1,533,749 | | President and Chief | | | | | | 5/2/2022 | 36,307(5) | 220,747 | 145,226(8) | 882,977 | | Financial Officer | | | | | | | | | | | | Cezary Monko | 3/2/2022 | 29,551 | 59,102 | 8.46 | 3/2/2032 | | | | | | | Executive Vice | 3/3/2021 | 59,383 | 29,691 | 8.42 | 3/3/2031 | | | | | | | President and | 3/4/2020 | 70,366 | — | 8.29 | 3/4/2030 | | | | | | | President, | 3/6/2019 | 73,747 | — | 9.04 | 3/6/2026 | | | | | | | International | 3/7/2018 | 32,074 | — | 12.82 | 3/7/2025 | | | | | | | | 3/8/2017 | 33,334 | — | 12.75 | 3/8/2024 | | | | | | | | | | | | | 3/14/2023 | 84,087(4) | 511,252 | 252,261(7) | 1,533,749 | | | | | | | | 5/17/2022 | | — | 116,964(8) | 711,141 | | | | | | | | 3/2/2022 | 29,505(5) | 179,390 | | | | | | | | | | 3/3/2021 | 77,193(6) | 469,332 | | | | Roxanne Bernstein | 3/3/2022 | 26,268 | 52,535 | 8.46 | 3/2/2032 | 3/14/2023 | 84,087(4) | 511,252 | 252,261(7) | 1,533,749 | | Former Executive | | | | | | 5/17/2022 | | — | 103,968(8) | 632,128 | | Vice President and | | | | | | 3/2/2022 | 26,227(5) | 159,458 | | | | President, North | | | | | | 9/7/2021 | 23,353(6) | 141,986 | | | | America | | | | | | | | | | | | Patrick H. Buchenroth | 3/2/2022 | 21,343 | 42,684 | 8.46 | 3/2/2032 | | | | | | | Executive Vice | 3/3/2021 | 39,589 | 19,794 | 8.42 | 3/3/2031 | | | | | | | President and | 3/4/2020 | 55,288 | — | 8.29 | 3/4/2030 | | | | | | | President, | 3/6/2019 | 46,092 | — | 9.04 | 3/6/2026 | | | | | | | Americas | 3/7/2018 | 28,867 | — | 12.82 | 3/7/2025 | | | | | | | | 3/8/2017 | 24,184 | — | 12.75 | 3/8/2024 | | | | | | | | | | | | | 3/14/2023 | 68,071(4) | 413,872 | 204,211(7) | 1,241,603 | | | | | | | | 5/17/2022 | | — | 84,475(8) | 513,609 | | | | | | | | 3/2/2022 | 21,310(5) | 129,565 | | | | | | | | | | 3/3/2021 | 51,461(6) | 312,884 | | |

  63. Outstanding Equity Awards at Fiscal Year End

    (1) Non-qualified stock options vest in three equal annual installments beginning on the first anniversary of the grant date. (2) The amounts shown reflect the market value as calculated based on the $6.08 closing price of the Company’s common stock on December 29, 2023. The amount shown represents time-vested RSUs that vest and convert into the right to receive an equal number of shares of the Company's common stock on October 2, 2026, provided that the named executive officer is employed by the Company at that time. The amounts shown represent time-vested RSUs that vest and convert into the right to receive an equal number of shares of the Company's common stock on March 14, 2026, provided that the named executive officer is employed by the Company at that time. With the exception of Ms. O'Connor, the amounts shown represent time-vested RSUs that vest and convert into the right to receive an equal number of shares of the Company's common stock on March 2, 2025, provided that the named executive officer is employed by the Company at that time. Ms. O'Connor's amount shown represents a time-vested RSU granted upon hire that will vest on May 2, 2025, provided Ms. O'Conner is employed by the Company at that time. (6) With the exception of Ms. Bernstein, the amounts shown represent time-vested RSUs that vest and convert into the right to receive an equal number of shares of the Company's common stock on March 3, 2024, provided that the named executive officer is employed by the Company at that time. Ms. Bernstein's amount shown represents a time-vested RSU granted upon hire that will vest on September 7, 2024, provided Ms. Bernstein is employed by the Company at that time. Also included for Messrs. Elisman, Tedford, Monko, and Buchenroth are the earned portions of the 2021 - 2023 PSU that will release March 2024. (7) The amounts shown represent PSUs for the 2023-2025 PSU awards at maximum level of performance. If earned, awards will vest on December 31, 2025. (8) The amounts shown represent PSUs for the 2022-2024 PSU awards at maximum level of performance. If earned, awards will vest on December 31, 2024.

  64. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth the aggregate number of shares acquired and the dollar amounts realized by each of the named executive officers during the fiscal year ended December 31, 2023 from the vesting of RSUs and PSUs. There were no exercises of NQSOs during 2023.

  65. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name and Principal Position | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Boris Elisman Former Executive Chairman and Former Chief Executive Officer | 87,022 | $481,232 | | Thomas W. Tedford President and Chief Executive Officer | 33,993 | $187,981 | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | 0 | $0 | | Cezary Monko Executive Vice President and President, International | 23,796 | $131,592 | | Roxanne Bernstein Former Executive Vice President and President, North America | 0 | $0 | | Patrick H. Buchenroth Executive Vice President and President, Americas | 18,697 | $103,394 |

  66. Pension Benefits

    Pension Benefits The Pension Benefits table provides information regarding the number of years of credited service, the present value of accumulated benefits, and any payments made during the fiscal year ended December 31, 2023 with respect to the ACCO U.S. Pension and the Polish retirement plan for each of the named executive officers.

  67. Pension Benefits

    | | | | Present Value | Present Value | | | | | Years of | of Accrued | of Accrued | Payments | | | | Credited | Benefit | Benefit | During Last | | Name and Principal Position | Plan | Service(1) | 12/31/2023(2) | 12/31/2022(2) | Fiscal Year | | Boris Elisman Former Executive Chairman and Former Chief Executive Officer | ACCO U.S. Pension Plan | 4.42 | $119,000 | $110,000 | $0 | | Thomas W. Tedford President and Chief Executive Officer | n.a. | n.a. | n.a. | n.a. | n.a. | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | n.a. | n.a. | n.a. | n.a. | n.a. | | Cezary Monko(2) Executive Vice President and President, International | Polish Retirement Pension | 31.75 | $145,000 | $113,000 | $0 | | Roxanne Bernstein Former Executive Vice President and President, North America | n.a. | n.a. | n.a. | n.a. | n.a. | | Patrick H. Buchenroth Executive Vice President and President, Americas | n.a. | n.a. | n.a. | n.a. | n.a. |

  68. Pension Benefits

    (1) For all except Mr. Monko's benefit, Years of Credited Service are shown through the plan freeze date of March 7, 2009. Vesting service, which determines vesting and eligibility for early retirement benefits continues to grow. As of December 31, 2023, Vesting Service is 14.75 years larger (absent any break in service or termination) than shown in the table above. (2) Reflects accrued benefit in Poland.

  69. CEO Pay Ratio

    CEO Pay Ratio Pursuant to the rules adopted by the SEC, we are required to disclose the ratio of the median of the annual total compensation of all our employees, other than our CEO, to the annual total compensation of our CEO, which we refer to as the “Pay Ratio.” The Pay Ratio is intended to be a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. The table below reflects the Pay Ratio:

  70. CEO Pay Ratio

    | CEO 2023 Annual Total Compensation(1) | $3,176,538 | | Median Employee 2023 Annual Total Compensation | $47,296 | | Pay Ratio of CEO to Median Employee Compensation | 67 : 1 |

  71. CEO Pay Ratio

    (1) In a manner consistent with Item 402(u) of Regulation S-K, Mr. Tedford's compensation as President and Chief Executive Officer was annualized for purposes of the CEO Pay Ratio calculation. There have been no changes in our employee population or employee compensation arrangements that we believe would significantly impact the Pay Ratio disclosure. Accordingly, we are using the same median employee for 2023 as we used for 2022. In a manner consistent with Item 402(u) of Regulation S-K, this is the third year using the median employee identified in 2021. When we identified our median employee in 2021, we undertook the following steps to estimate the median annual compensation of each of our employees and identify a median employee: First, we determined our employee population as of October 1, 2021. On this date, without taking into account any adjustments, our employee population consisted of 6,054 employees, of which 1,788 were U.S. employees and 4,266 were non-U.S. employees. From this number, we excluded employees based upon the 5 percent De Minimis Exception approved by the SEC. We excluded a total of 301 employees comprising all of the employees from the following countries: Mexico (272 employees) and Chile (29 employees). The excluded employees represent less than 5 percent of our total employee population. This resulted in 5,753 employees from 36 countries considered for purposes of determining our median employee. Second, for this employee population, we selected their 2021 base salary as our consistently-applied compensation measure. For a permanent employee, we used the hourly rate of pay and his or her regularly scheduled weekly hours of work to establish the annual salary. For a temporary employee, we used the hourly rate of pay and his or her regularly scheduled weekly hours of work measured as of October 1, 2021, and the anticipated number of weeks worked during 2021 to estimate an annual base salary. We then converted all foreign currency salaries to U.S. dollar equivalents using the closing market spot rates on October 1, 2021. From this calculation, we determined our representative median employee. We calculated the 2023 annual total compensation for the representative median employee using the same methodology we use for our named executive officers in the 2023 Summary Compensation Table in this Proxy Statement. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2023 Summary Compensation Table in this Proxy Statement. Our Pay Ratio has been calculated using selected assumptions, estimates and adjustments as permitted under Item 402(u) of Regulation S-K, and is a reasonable estimate calculated in a manner consistent with the Regulation. Other companies may use different methodologies, assumptions, estimates and adjustments, and therefore a comparison of our Pay Ratio to that of other companies will be limited in value.

  72. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosures regarding the relationship between the executive compensation for our principal executive officers (“PEOs”) and the other named executive officers (the "Non-PEO NEOs") and the Company's performance for the fiscal years listed below. The Compensation and Human Capital Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  73. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1(1) | Summary Compensation Table Total for PEO 2(1) | Compensation Actually Paid to PEO 1(1)(2)(3) | Compensation Actually Paid to PEO 2(1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment based on:(4) | | Net Income | Adjusted Operating Income(5) | | | | | | | | | TSR | Peer Group TSR | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($ Millions) | ($ Millions) | | 2023 | 4,350,195 | 2,674,387 | 6,224,665 | 3,424,333 | 1,574,020 | 1,947,394 | 77.31 | 113.85 | (21.8) | 204.8 | | 2022 | 5,268,403 | — | 133,509 | — | 1,398,731 | 449,648 | 67.09 | 90.20 | (13.2) | 175.8 | | 2021 | 7,276,781 | — | 7,422,848 | — | 2,214,526 | 2,238,161 | 94.86 | 117.00 | 101.9 | 227.9 | | 2020 | 4,456,783 | — | 745,206 | — | 1,795,952 | 733,994 | 94.13 | 104.39 | 62.0 | 160.5 |

  74. Pay Versus Performance

    (1) Boris Elisman was our PEO until September 30, 2023 (“PEO 1”). Thomas W. Tedford has been our PEO since October 1, 2023 (“PEO 2”). The individuals comprising the Non-PEO NEOs for each year presented are listed below.

  75. Pay Versus Performance

    | 2023 | 2022 | 2021 | 2020 | | Deborah A. O'Connor | Deborah A. O'Connor | | | | | Neal V. Fenwick | Neal V. Fenwick | Neal V. Fenwick | | Roxanne Bernstein | Thomas W. Tedford | Thomas W. Tedford | Thomas W. Tedford | | Cezary Monko | Cezary Monko | Cezary Monko | Cezary Monko | | Patrick H. Buchenroth | Patrick H. Buchenroth | Patrick H. Buchenroth | Patrick H. Buchenroth |

  76. Pay Versus Performance

    (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. (3) Compensation Actually Paid reflects total compensation as disclosed in the Summary Compensation Table as adjusted to exclude and include certain amounts for the PEOs and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the listed year.

  77. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 1 | Exclusion of Change in Pension Value for PEO 1 | Exclusion of Stock Awards for PEO 1 | Inclusion of Pension Service Cost for PEO 1 | Inclusion of Equity Values for PEO 1 | Compensation Actually Paid to PEO 1 | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 4,350,195 | (9,000) | (2,365,494) | — | 4,248,964 | 6,224,665 |

  78. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO 2 | Exclusion of Change in Pension Value for PEO 2 | Exclusion of Stock Awards for PEO 2 | Inclusion of Pension Service Cost for PEO 2 | Inclusion of Equity Values for PEO 2 | Compensation Actually Paid to PEO 2 | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 2,674,387 | — | (1,282,167) | — | 2,032,113 | 3,424,333 |

  79. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs | Average Exclusion of Change in Pension Value for Non-PEO NEOs | Average Exclusion of Stock Awards for Non-PEO NEOs | Average Inclusion of Pension Service Cost for Non-PEO NEOs | Average Inclusion of Equity Values for Non-PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 1,574,020 | (8,000) | (606,918) | 1,131 | 987,161 | 1,947,394 |

  80. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  81. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 1 | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 1 | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 1 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 1 | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 1 | Total - Inclusion of Equity Values for PEO 1 | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 3,458,112 | 764,716 | — | 26,136 | — | 4,248,964 |

  82. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO 2 | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO 2 | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO 2 | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO 2 | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO 2 | Total - Inclusion of Equity Values for PEO 2 | | | ($) | ($) | ($) | ($) | ($) | ($) | | 2023 | 1,796,087 | 225,820 | — | 10,206 | — | 2,032,113 |

  83. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs | Total - Average Inclusion of Equity Values for Non-PEO NEOs | | | ($) | ($) | ($) | ($) | ($) | | | 2023 | 862,997 | 126,421 | — | (2,257) | — | 987,161 |

  84. Pay Versus Performance

    (4) The Peer Group TSR set forth in this table utilizes the S&P Office Services and Supplies (SuperCap1500) Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the S&P Office Services and Supplies (SuperCap1500) Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. We determined adjusted operating income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEOs and Non-PEO NEOs in 2023. This performance measure may not have been the most important financial performance measure for prior years and we may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted operating income, which is a non-GAAP financial measure, is operating income (loss) excluding restructuring and goodwill impairment charges, the amortization of intangibles, the change in fair value of contingent consideration, non-recurring items, other income/expense and discrete income tax adjustments, including income tax related to the foregoing. See Appendix for further information on how adjusted operating income is derived.

  85. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company and Peer Group TSR

    Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Company and Peer Group TSR The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, the Company’s cumulative TSR over the four most recently completed fiscal years, and the S&P Office Services and Supplies (SuperCap1500) Index TSR over the same period.

  86. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income

    Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years.

  87. Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Adjusted Operating Income

    Relationship Between PEOs and Non-PEO NEO Compensation Actually Paid and Adjusted Operating Income The following chart sets forth the relationship between Compensation Actually Paid to our PEOs, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted Operating Income during the four most recently completed fiscal years.

  88. Potential Payments Upon Termination or Change-In-Control

    Potential Payments Upon Termination or Change-In-Control The Company does not have written employment agreements with its executive officers, including the named executive officers, unless it is common practice to provide an individual employment contract, such as in select international markets where we have executive officers. Only Mr. Monko, whose employment is based in Poland, has an employment contract. All of our executive officers, including all of our named executive officers, were covered by the Company’s ESP at December 31, 2023 and continue to be so covered as of the date of this Proxy Statement. The Company’s ESP in effect as of December 31, 2023 provides the named executive officers the following payments and benefits upon (i) an involuntary termination without “cause,” (ii) voluntary termination for “good reason” or (iii) involuntary termination without “cause” within 6 months before or 24 months after a change-in-control as defined in the ESP, the values of which are summarized in table set forth below: • Involuntary Termination: 24 months of base salary and two years of target bonus for Messrs. Elisman and Tedford; 21 months of base salary and one year of target bonus for Messrs. Monko and Buchenroth and Mss. O'Connor and Bernstein; 18 months of base salary and one year of target bonus for all other executive officers. • Change-in-Control Termination: 2.99 times base salary plus 2.99 times target bonus for the year of separation for Messrs. Elisman and Tedford; 2.25 times base salary plus 2.25 times target bonus for the year of separation for Messrs. Monko and Buchenroth and Mss. O'Connor and Bernstein; 2 times base salary plus 2 times target bonus for the year of separation for all other executive officers. The executive would also receive a pro-rata annual bonus for the year of the executive’s termination up through and including the termination effective date calculated based upon actual performance as approved by the Compensation and Human Capital Committee. • Outplacement services in a value commensurate with the level of the position. • Any amounts payable under the ESP are reduced by amounts payable to a named executive officer under any other severance plan applicable to the named executive officer or any other agreement that has been entered into between the Company and the named executive officer. In accordance with Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), if the severance calculation is subject to an excise tax, the Company will calculate two severance payment alternatives and determine which alternative results in the highest net amount of severance payment for each executive officer, commonly referred to as the best-net approach. Either the aggregate of all severance payments for an executive officer will be paid as calculated and subject to regular payroll income tax and excise tax, or the aggregate of all severance payments for an executive officer shall be reduced prior to payment to a gross amount that results in the largest net amount for that executive officer so as to remain subject to regular payroll income tax but not subject to excise tax. Mr. Monko is not subject to Section 4999 of the Code. Medical and other welfare benefits continue for the named executive officer’s severance period on the same cost-sharing basis as if employment had not terminated. No severance or change-in-control payments would be made until the named executive officer executes a release waiving any and all claims the executive may have against the Company. No benefits would be provided to a named executive officer if a termination was for “cause” or voluntary (other than in the case of a retirement) except where required by law or at the discretion of the Board of Directors. In addition, certain equity grants awarded to the named executive officers may accelerate upon death, disability, retirement, termination without cause and in the event of a change-in-control as defined in the Incentive Plan. The table below reflects the estimated payments and other benefit amounts that would have been received by each named executive officer or his estate on December 31, 2023, under the following circumstances: • a change-in-control without termination of employment; • termination of employment by the executive officer for retirement; • termination of employment by the Company without cause; • following (or in certain circumstances preceding) a change-in-control, a termination of employment by the Company without “cause” or by the executive officer for “good reason”; or termination of employment as a result of death or disability. In preparing the table, it is assumed that each of the named executive officers has no earned but unpaid salary or accrued and unused vacation benefits at the time of his or her termination and that the values reflect compensation in addition to what he or she would have earned had the described event not occurred. Messrs. Elisman, Monko and Buchenroth are retirement eligible.

  89. Potential Payments Upon Termination or Change-In-Control

    | Name and Principal Position | Provision | Change in Control without Termination ($) | Termination by the Executive for Retirement ($) | Termination by the Company without Cause ($) | Termination by the Company without Cause or by the Executive for "Good Reason" Following a Change in Control ($) | Death ($) | Disability ($) | | Boris Elisman | Cash Severance(1) | — | — | 3,000,000 | 4,485,000 | — | — | | Former Executive | Annual Incentive | — | 974,028 | 974,028 | 974,028 | 974,028 | 974,028 | | Chairman and | Continuation of Benefits(2) | — | — | 26,089 | 39,003 | — | — | | Former Chief | Outplacement Services | — | — | — | 60,000 | — | — | | Executive Officer | Additional 401(k) Plan Contributions(3) | — | — | — | 59,202 | — | — | | | Value of Non-Qualified Stock Options(4)(7) | — | — | — | — | — | — | | | Value of Restricted Stock Units(5)(7) | — | 1,216,760 | 1,216,760 | 2,920,753 | 2,920,753 | 2,920,753 | | | Value of Performance Stock Units(6)(7) | — | 166,796 | 166,796 | 6,378,516 | 2,398,210 | 2,398,210 | | | Total | — | 2,357,584 | 5,383,673 | 14,916,501 | 6,292,991 | 6,292,991 | | Thomas W. Tedford | Cash Severance(1) | — | — | 3,740,000 | 5,591,300 | — | — | | President and Chief | Annual Incentive | — | — | 637,104 | 637,104 | 637,104 | 637,104 | | Executive Officer | Continuation of Benefits(2) | — | — | 34,653 | 51,807 | — | — | | | Outplacement Services | — | — | — | 60,000 | — | — | | | Additional 401(k) Plan Contributions(3) | — | — | — | 59,202 | — | — | | | Value of Non-Qualified Stock Options(4)(7) | — | — | — | — | — | — | | | Value of Restricted Stock Units(5)(7) | — | — | 214,379 | 1,431,007 | 1,431,007 | 1,431,007 | | | Value of Performance Stock Units(6)(7) | — | — | — | 2,594,330 | 852,734 | 852,734 | | | Total | — | — | 4,626,136 | 10,424,750 | 2,920,845 | 2,920,845 | | Deborah A. O'Connor | Cash Severance(1) | — | — | 1,406,700 | 2,215,553 | — | — | | Executive Vice | Annual Incentive | — | — | 366,967 | 366,967 | 366,967 | 366,967 | | President and Chief | Continuation of Benefits(2) | — | — | 20,436 | 26,275 | — | — | | Financial Officer | Outplacement Services | — | — | — | 60,000 | — | — | | | Additional 401(k) Plan Contributions(3) | — | — | — | 44,550 | — | — | | | Value of Non-Qualified Stock Options(4)(7) | — | — | — | — | — | — | | | Value of Restricted Stock Units(5)(7) | — | — | — | 732,008 | 732,008 | 732,008 | | | Value of Performance Stock Units(6)(7) | — | — | — | 1,449,934 | 511,990 | 511,990 | | | Total | — | — | 1,794,103 | 4,895,286 | 1,610,965 | 1,610,965 | | Cezary Monko | Cash Severance(1) | — | — | 1,623,731 | 2,557,376 | — | — | | Executive Vice | Annual Incentive | — | 420,935 | 420,935 | 420,935 | 420,935 | 420,935 | | President and | Continuation of Benefits(2) | — | — | 3,956 | 5,087 | 324,746 | 162,373 | | President, | Outplacement Services | — | — | — | 60,000 | — | — | | International | Additional 401(k) Plan Contributions(3) | — | — | — | 10,898 | — | — | | | Value of Non-Qualified Stock Options(4)(7) | — | — | — | — | — | — | | | Value of Restricted Stock Units(5)(7) | — | 365,481 | 365,481 | 876,736 | 876,736 | 876,736 | | | Value of Performance Stock Units(6)(7) | — | 31,275 | 31,275 | 1,364,012 | 492,223 | 492,223 | | | Total | — | 817,691 | 2,445,378 | 5,295,044 | 2,114,640 | 1,952,267 | | Roxanne Bernstein | Cash Severance(1) | — | — | 1,312,500 | 2,067,188 | — | — | | Executive Vice | Annual Incentive | — | — | 341,770 | 341,770 | 341,770 | 341,770 | | President and | Continuation of Benefits(2) | — | — | 29,152 | 37,481 | — | — | | President, North | Outplacement Services | — | — | — | 60,000 | — | — | | America | Additional 401(k) Plan Contributions(3) | — | — | — | 44,550 | — | — | | | Value of Non-Qualified Stock Options(4)(7) | — | — | — | — | — | — | | | Value of Restricted Stock Units(5)(7) | — | — | — | 812,701 | 812,701 | 812,701 | | | Value of Performance Stock Units(6)(7) | — | — | — | 1,324,510 | 465,913 | 465,913 | | | Total | — | — | 1,683,421 | 4,688,199 | 1,620,384 | 1,620,384 | | Patrick H. Buchenroth | Cash Severance(1) | — | — | 1,328,711 | 2,092,720 | — | — | | Executive Vice | Annual Incentive | — | 345,991 | 345,991 | 345,991 | 345,991 | 345,991 | | President and | Continuation of Benefits(2) | — | — | 29,152 | 37,481 | — | — | | President, | Outplacement Services | — | — | — | 60,000 | — | — | | Americas | Additional 401(k) Plan Contributions(3) | — | — | — | 44,550 | — | — | | | Value of Non-Qualified Stock Options(4)(7) | — | — | — | — | — | — | | | Value of Restricted Stock Units(5)(7) | — | 253,627 | 253,627 | 667,505 | 667,505 | 667,505 | | | Value of Performance Stock Units(6)(7) | — | 22,589 | 22,589 | 1,073,163 | 377,795 | 377,795 | | | Total | — | 622,207 | 1,980,070 | 4,321,409 | 1,391,290 | 1,391,290 |

  90. Potential Payments Upon Termination or Change-In-Control

    Represents 2023 base salary and year-ending annual incentive opportunity at target performance, calculated according to the terms of the ESP. Represents the approximate value of the employer subsidy to broad-based health and welfare employee benefit plans for the named executive officer's benefit during the severance period. For Mr. Monko, the Company's disability policy for employees in Poland provides for a one-time lump sum payment from the Company in an amount equal to three times the employee's monthly average base salary in effect over the last three months of his employment, subject to taxation. Polish law also requires, in the event of termination of employment as a result of death, for the Company to make a one-time lump sum payment in an amount equal to six-times the employee's monthly average base salary in effect over the last six months of his employment, subject to taxation. Represents the maximum annual Company contribution to each named executive officer's account, except for Mr. Monko, under the Company's 401(k) Plan during the severance period. For Mr. Monko, the amount represents the maximum annual Company contribution to his Poland PPK retirement. (4) Reflects the excess of the fair market value as of December 29, 2023 of the underlying shares over the exercise price of all unvested options, the vesting of which accelerates in connection with the specified event. The amounts shown reflect the value as calculated based on the $6.08 closing price of the Company’s common stock on December 29, 2023. (5) Reflects the fair market value as of December 29, 2023 of the shares underlying all unvested RSUs which vest in connection with the specified event. The amounts shown reflect the value as calculated based on the $6.08 closing price of the Company’s common stock on December 29, 2023. (6) Reflects the unvested fair market value as of December 29, 2023 of the shares underlying unvested PSUs which vest in connection with the specified event. The amounts shown reflect the value as calculated based on the $6.08 closing price of the Company’s common stock on December 29, 2023. For RSUs, PSUs and NQSOs granted in 2016 and thereafter, in the event of a change-in-control without termination, if the award is replaced with an award of the same or greater value and with the same or not less favorable terms and conditions, the award is subject to double-trigger vesting. If the RSU or PSU award is not replaced, the award shall vest in full at target performance or greater and is paid out in cash or shares of stock of equivalent cash value. If the NQSO is not replaced, it shall become immediately exercisable. The value in the table assumes the awards are not replaced upon a change-in-control and reflect the full vesting of the award, with the PSU awards vesting at target performance.

  91. Potential Payments Upon Termination or Change-In-Control

    | ADDITIONAL INFORMATION |