DEF 14A of ACCO BRANDS Corp, Mar 28, 2025

DEF 14A of ACCO BRANDS Corp

Filed Mar 28, 2025 · FY20240000950170-25-046374

Open on EDGAR

  1. Director Nominees

    Director Nominees The table sets forth the name, age, tenure, independence, and committee assignments of our director nominees as of March 12, 2025. Each director is elected annually by stockholders. For more information, see the section titled "Board of Directors."

  2. Director Nominees

    | | | | | Committee Memberships | | | | | Name | Age | Director Since | Independent | Audit | Compensation & Human Capital | Finance & Planning | Nominating, Governance & Sustainability | | Joseph B. Burton Director | 60 | 2022 | Yes | ▲ | ▲ | | | | Kathleen S. Dvorak Director | 68 | 2010 | Yes | ▲ | | • | | | Pradeep Jotwani Director | 70 | 2014 | Yes | | • | | ▲ | | Robert J. Keller Director | 71 | 2005 | Yes | | | ▲ | | | Ron Lombardi Director | 61 | 2018 | Yes | • | | ▲ | | | Graciela I. Monteagudo Director | 58 | 2016 | Yes | | ▲ | | • | | E. Mark Rajkowski Chairman | 66 | 2012 | Yes | | | | | | Elizabeth A. Simermeyer Director | 60 | 2023 | Yes | | | ▲ | ▲ | | Thomas W. Tedford CEO and Director | 54 | 2023 | No | | | | |

  3. Director Nominees

    • = Chairperson ▲ = Member

  4. Board of Directors

    Board of Directors

  5. Board of Directors

    | Board Composition | 7 | | Director Qualifications and Nomination Process | 8 | | Nominees | 10 | | Director Compensation | 15 |

  6. Board of Directors

    | Board of Directors |

  7. Board of Directors

    Our By-laws currently provide that the Board of Directors may consist of not less than eight nor more than thirteen members. Currently, there are nine members serving on our Board of Directors. The Board of Directors, upon recommendation from the Nominating, Governance and Sustainability Committee, has selected all of the currently serving directors as nominees for election as directors at the Annual Meeting. Following the Annual Meeting, the Board will have nine members.

  8. Board Composition

    Board Composition

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

    Experience, Qualifications and Skills Represented on Our Board of Directors Our Board of Directors has identified particular expertise, qualifications and skills that are important to be represented on our Board as a whole in order to guide our Company's long-term strategy and enhance stockholder value. As shown in the table below, 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.

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

    | | Operating Executive | Financial Executive | Marketing, Sales, Brand Mgmt | Human Capital Mgmt | Industry Knowledge | Public Company Director | IT/Cyber security | Intl Market Dev | Corporate Strategy | Corp. Gov. & Sustainability | Risk Mgmt | | 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 | • | | • | • | • | | | | • | | |

  11. Board Representation

    Board Representation Our goal is a balanced and diverse Board, whose members collectively possess the skills, backgrounds and experiences needed to guide the Company's long-term strategy and create stockholder value. We believe that diversity of thought, viewpoint and expertise enhance the quality of Board deliberations and decision-making. When considering director qualifications, the Board of Directors and the Nominating, Governance and Sustainability Committee evaluate each director’s credentials holistically, focusing on their individual merit, skills and potential contributions to the Board's collective expertise. We seek directors with varying tenure to balance institutional knowledge with fresh perspectives. The Nominating, Governance and Sustainability Committee evaluates the current composition of the Board to ensure it reflects a complementary mix of viewpoints, skills, and experiences that align with the evolving needs and strategic objectives of the Company. When vacancies arise, we aim to identify and consider a broad pool of qualified candidates with diverse professional backgrounds and experiences. Depending on the current composition of the Board of Directors, the Nominating, Governance and Sustainability Committee may weigh certain factors more or less than others when ultimately selecting a director nominee. Our director selection process is designed to build a better Board that can effectively oversee management, navigate complex business challenges and represent the interests of all stakeholders. We believe this approach to board composition enhances our corporate governance and supports the Company's long-term success in a competitive global marketplace. Three of our nine director nominees are women and two director nominees have ethnically diverse backgrounds.

  12. Board Representation

    | |

  13. Director Qualifications and Nomination Process

    Director Qualifications and Nomination Process Directors are responsible for overseeing the Company's business consistent with their fiduciary duties to stockholders. The Board of Directors believes that there are general requirements applicable to all directors as well as other skills and experience that should be represented on our Board as a whole, but not necessarily in each director. The Board of Directors and the Nominating, Governance and Sustainability Committee consider a variety of factors, including the entirety of the qualifications of directors and director nominees individually, as well as in the broader context of the Board's overall composition, the Company's strategy and the current and future needs of the Board and the Company. Among the factors considered are the potential director's judgment, independence, diversity, business and educational background, experience, stature, public service, absence of conflicts of interest, integrity, ethics and ownership of Company stock, as well as his or her level of commitment to stockholder value creation and his or her ability and willingness to devote sufficient time to serve on the Board of Directors. The Board of Directors and the Nominating, Governance and Sustainability Committee require that each director be a recognized person of high integrity with a proven record of success in his or her field. In identifying and evaluating director candidates for recommendation as nominees to the Board of Directors, the Nominating, Governance and Sustainability Committee will determine, among other things, whether there are any evolving needs of the Board of Directors and the Company that require a director with particular expertise, experience or background to fill that need. The Nominating, Governance and Sustainability Committee may retain a third-party search firm to locate and provide information on candidates that meet the needs of the Board of Directors. The Chairperson of the Nominating, Governance and Sustainability Committee and some or all of the members of the Nominating, Governance and Sustainability Committee and the Board will interview potential candidates that are deemed appropriate. If the Nominating, Governance and Sustainability Committee determines that a potential candidate meets the needs of the Board of Directors, has the qualifications, and meets the standards set forth in the Company's Corporate Governance Principles it will recommend to the Board of Directors the nomination of the candidate. The Nominating, Governance and Sustainability Committee will consider director candidates recommended by stockholders if properly submitted to the Nominating, Governance and Sustainability Committee. Stockholders wishing to recommend persons for consideration by the Nominating, Governance and Sustainability Committee as nominees for election to the Board of Directors can do so by writing to the Office of the Corporate Secretary at Four Corporate Drive, Lake Zurich, Illinois 60047. Recommendations must include the proposed nominee's name, biographical data and qualifications as well as a written statement from the proposed nominee consenting to be named as a nominee and, if nominated and elected, to serve as a director. The Nominating, Governance and Sustainability Committee will then consider the candidate and the candidate's qualifications. The Nominating, Governance and Sustainability Committee may contact the stockholder making the nomination to discuss the qualifications of the candidate and the reasons for making the nomination and may interview the candidate if the Nominating, Governance and Sustainability Committee deems the candidate to be appropriate. The Nominating, Governance and Sustainability Committee may use the services of a third-party search firm to provide additional information about the candidate in determining whether to make a recommendation to the Board of Directors. The process for considering stockholder-recommended candidates and all other candidates is designed to assist the Nominating, Governance and Sustainability Committee in fulfilling its responsibility to recommend only candidates that are properly qualified to serve the Company for the benefit of all of its stockholders, consistent with the standards established in our Corporate Governance Principles. Stockholders seeking to nominate persons for election to our Board of Directors must comply with our procedures for stockholder nominations set forth in our By-laws and as described under the heading “Additional Information--Submission of Stockholder Proposals and Nominations.”

  14. Board Refreshment

    Board Refreshment In accordance with the Company's Corporate Governance Principles, a director will not be nominated for election to the Board of Directors following his or her 74th birthday unless the full Board, upon the recommendation of the Nominating, Governance and Sustainability Committee, determines that it is in the best interests of the Company and its stockholders to extend the director's service for an additional period of time.

  15. Director Nominees

    Director Nominees 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.

  16. Director Nominees

    | | Mr. Burton has been the CEO of Reputation, which helps large enterprises manage and grow their online reputation through the industry’s most comprehensive SaaS platform, since October 2023. Prior to joining Reputation, 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. | | Joseph B. Burton | | | Director Since 2022 | | | Audit Committee Compensation and Human Capital Committee | |

  17. Director Nominees

    | | 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. | | Kathleen S. Dvorak | | | Director Since 2010 | | | Audit Committee Finance and Planning Committee (Chair) | |

  18. Director Nominees

    | | Mr. Jotwani worked 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 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, of the LaserJet and Enterprise Solutions business. In 2016 and 2017, Mr. Jotwani was a Fellow at Stanford University’s Distinguished Careers Institute where, among other things, he attended the Directors' College at the Stanford Law School. He currently advises and mentors several social enterprises worldwide, mostly in the field of sustainability. | | Pradeep Jotwani | | | Director Since 2014 | | | Compensation and Human Capital Committee (Chair) Nominating, Governance and Sustainability Committee | |

  19. Director Nominees

    | | 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. | | Robert J. Keller | | | Director Since 2005 | | | Finance and Planning Committee | |

  20. Director Nominees

    | | 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. | | Ron Lombardi | | | Director Since 2018 | | | Audit Committee (Chair) Finance and Planning Committee | |

  21. Director Nominees

    | | 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, compensation and finance committees. Additionally, Ms. Monteagudo has been a director of iHeart Media since July 2021 and serves on its audit committee. Ms. Monteagudo received the ESG: Navigating the Board’s Role certificate from UC Berkeley (2022) and the Climate Leadership Certification from Diligent (2024). | | Graciela I. Monteagudo | | | Director Since 2016 | | | Compensation and Human Capital Committee Nominating, Governance and Sustainability Committee (Chair) | |

  22. Director Nominees

    | | 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. | | E. Mark Rajkowski | | | Director Since 2012 | | | Chairman of the Board of Directors | |

  23. Director Nominees

    | | 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. | | Elizabeth A. Simermeyer | | | Director Since 2023 | | | Finance and Planning Committee Nominating, Governance and Sustainability Committee | |

  24. Director Nominees

    | | 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 August 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. | | Thomas W. Tedford | | | Director Since 2023 | | | President and Chief Executive Officer | |

  25. Director Compensation

    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 2024 (other than Mr. Tedford and Mr. Elisman, who received no additional compensation for their service on our Board of Directors). Mr. Elisman retired on March 31, 2024. Both Messrs. Elisman's and Tedford's compensation is included in the 2024 Summary Compensation Table.

  26. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Joseph B. Burton | 101,126 | 125,000 | | 226,126 | | Kathleen S. Dvorak | 116,126 | 125,000 | | 241,126 | | Pradeep Jotwani | 121,126 | 125,000 | | 246,126 | | Robert J. Keller | 101,126 | 125,000 | | 226,126 | | Thomas Kroeger(3) | 44,300 | 125,000 | 5,000 | 174,300 | | Ron Lombardi | 126,126 | 125,000 | 5,000 | 256,126 | | Graciela I. Monteagudo | 116,126 | 125,000 | | 241,126 | | E. Mark Rajkowski | 176,126 | 125,000 | 5,000 | 306,126 | | Elizabeth A. Simermeyer | 108,096 | 125,000 | | 233,096 |

  27. Director Compensation

    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, 2024, filed with the SEC. The aggregate number of outstanding stock awards held by each director at December 31, 2024, including both vested and unvested stock awards for which settlement has been deferred, is set forth in the table below:

  28. Director Compensation

    | | Restricted Stock Units | | Name | (RSUs) | | Joseph B. Burton | 67,579 | | Kathleen S. Dvorak | 216,819 | | Pradeep Jotwani | 191,177 | | Robert J. Keller | 168,365 | | Thomas Kroeger(3) | - | | Ron Lombardi | 106,004 | | Graciela I. Monteagudo | 149,766 | | E. Mark Rajkowski | 199,635 | | Elizabeth A. Simermeyer | 37,030 |

  29. Director Compensation

    (2) For Messrs. Kroeger, Lombardi and Rajkowski the amount under “All Other Compensation” represents a matching charitable donation made by the Company on their behalf. See “Director Charitable Matching Gift Program.” (3) Mr. Kroeger retired from the Board in May 2024 at which time his outstanding RSUs were converted into shares of ACCO Brands common stock and released to Mr. Kroeger pursuant to the Deferred Plan.

  30. Executive Compensation

    | Compensation Discussion and Analysis | 30 | | Compensation and Human Capital Committee Report | 52 | | Executive Compensation Tables | 53 | | CEO Pay Ratio | 63 | | Pay Versus Performance | 63 |

  31. 2024 Annual Incentive Plan ("AIP")

    2024 Annual Incentive Plan ("AIP") We believe the incentive compensation earned in 2024 by our executive officers, including our named executive officers, properly reflects the performance of the Company. For the 2024 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.

  32. 2024 Annual Incentive Plan ("AIP")

    | Name and Principal Position | AIP Performance Measure | Weight | Annual Target Performance(1) ($ in 000s) | Percent of Annual Target Performance Achieved | Earned Payout | | Thomas W. Tedford, President and Chief Executive Officer Deborah A. O'Connor, Executive Vice President and Chief Financial Officer Pamela R. Schneider, Senior Vice President, General Counsel and Corporate Secretary | ACCO Brands Adjusted Operating Income | 40% | $182.46 | 78.5% | 69.4% | | | ACCO Brands Net Sales | 20% | $1,788.55 | 32.6% | | | | ACCO Brands Working Capital Efficiency | 20% | 24.7% | 90.5% | | | | Strategic Measures | 20% | 100% | 66.7% | | | Cezary Monko, Executive Vice President and President, International | ACCO Brands Adjusted Operating Income | 20% | $182.46 | 78.5% | 83.4% | | | International Adjusted Operating Income | 20% | $76.90 | 85.4% | | | | International Net Sales | 20% | $700.90 | 49.2% | | | | International Working Capital Efficiency | 20% | 17.3% | 137.2% | | | | Strategic Measures | 20% | 100% | 66.7% | | | Patrick H. Buchenroth, Executive Vice President and President, Americas | ACCO Brands Adjusted Operating Income | 20% | $182.46 | 78.5% | 37.8% | | | Americas Adjusted Operating Income | 20% | $165.48 | 43.8% | | | | Americas Net Sales | 20% | $1,094.93 | 0% | | | | Americas Working Capital Efficiency | 20% | 28.7% | 0% | | | | Strategic Measures | 20% | 100% | 66.7% | |

  33. 2024 Annual Incentive Plan ("AIP")

    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 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 and/or business segment. 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 growing the business, both organically and through acquisitions; delivering on cost savings targets; and the astute management of organizational and structural change, including people, facilities, systems and processes, 2) growth from new product development and 3) progress in meeting our ESG objectives. In February 2025, the Board and Compensation and Human Capital Committee reviewed management's performance relative to these strategic measures. Management successfully reorganized the company into two operating segments, reducing complexity within the business and exceeding cost savings targets for 2024. Progress was made refocusing new product development efforts, but meaningful revenue growth was not achieved in 2024. The company is on track to meet its ESG objectives. Based on the overall evaluation of the three strategic measures, and as a result of below target achievement of the new product development measure, the Compensation and Human Capital Committee, and the Board for Mr. Tedford, determined that each of the named executive officers earned 67 percent of the strategic measures component of their 2024 AIP award.

  34. 2024 Performance Stock Unit ("PSUs") Results

    2024 Performance Stock Unit ("PSUs") Results The 2022 - 2024 PSUs vested on December 31, 2024 and resulted in an 11.2 percent performance achievement for the cumulative three-year period. For additional information regarding the 2024 AIP and the 2022 - 2024 PSUs, see “Annual Incentive – 2024 Payouts” and “2022 - 2024 PSUs.”

  35. 2024 CEO Pay Decisions

    | Compensation Actions for President and Chief Executive Officer | | | • Annual base salary of $900,000, a 5.88 percent increase effective April 1, 2024. • AIP award target at 120 percent of his base salary. • The grant of a long-term equity award with a total award value of $3,600,000. • After these adjustments, Mr. Tedford's target total compensation package inclusive of base salary, target annual incentive and target annual long-term equity compensation, is between the 25th and 50th percentile of annual total target compensation of other CEOs within the Company's Peer Group due to his recent promotion to CEO. | Approximately 84 percent of Mr. Tedford's total target compensation consisted of variable, at risk pay. |

  36. Summary of Key Executive Compensation Practices

    | Topic | | Best Practice | | | Stock Ownership Guidelines | Stock ownership guidelines for executive officers, including 6x salary for our CEO, require executive officers 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. |

  37. Executive Compensation Philosophy

    Executive Compensation Philosophy Our executive compensation philosophy is to target each compensation component at approximately the median of similarly situated executives of companies in our Peer Group, with discretion to adjust where individual experience, impact, performance and/or other factors are appropriate. We are committed to providing competitive compensation programs that are designed to: • Align with stockholder interests by weighting a substantial portion of total compensation toward at-risk performance-based incentives, which encourage the creation of long-term stockholder value through the achievement of the Company’s financial and strategic objectives. In addition, a significant portion of our executive compensation is equity based, which incents our executive officers to increase share price thereby directly benefiting our stockholders. • Drive business strategy and pay for performance by linking incentive awards that balance both short-term and long-term financial goals and drive achievement of the Company’s business objectives by tying compensation to the accomplishments of those objectives. • Attract and retain top talent who can contribute significantly to the achievement of the Company’s goals and deliver results critical to our long-term success. We structure compensation programs that reflect the competitive marketplace. The components of compensation are developed by our Compensation and Human Capital Committee, with advice received from both its independent compensation consultant and our management team, and are set annually to ensure alignment with the Company’s compensation philosophy. 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 in our 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.

  38. 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 - equity 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 - equity 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. |

  39. Role of Our Compensation Consultant and Management

    Role of Our Compensation Consultant and Management The Compensation and Human Capital Committee's independent compensation consultant, Meridian, 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 2024, 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 and non-employee director compensation. During 2024, representatives of Meridian attended all five 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.

  40. Independence of Compensation Consultant

    Independence of Compensation Consultant The Compensation and Human Capital Committee received a letter dated February 14, 2024 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.

  41. 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, with sufficient fixed compensation so that employees are not unduly focused on financial performance. | | | Executive officers' 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 our insider trading policy. | | | 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. | | | 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. Our clawback policy complies with the requirements mandated by the Dodd-Frank Act and is designed to deter excessive or inappropriate risk-taking by our executives. The policy requires the recoupment of incentive-based compensation (including equity awards that are subject to time-based or performance-based conditions) affected by accounting restatements as well as in the case of willful or intentional misconduct by the executive in connection with the performance of his or her duties. |

  42. 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, in consultation with Meridian, approved the following Peer Group in May 2022 that consists of 19 companies with median revenue of $2.1 billion (generally in line with our Company's revenues). For the named executive officers' 2024 compensation review in March 2024, 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.

  43. Peer Group

    | Peer Group Used for 2024 Compensation Review | | | | Armstrong World Industries, Inc. | HNI Corporation | Spectrum Brands Holdings, Inc. | | Brady Corporation | Interface, Inc. | Steelcase Inc. | | Cimpress plc | Kimball International, Inc. (1) | 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. | | | (1) Kimball International, Inc. was removed from the Peer Group as they were acquired by HNI Corporation in June 2023. | | |

  44. Peer Group

    In May 2024, the Compensation and Human Capital Committee, in consultation with Meridian, approved a new Peer Group consisting of 18 companies. The new Peer Group will be used for the 2025 compensation review.

  45. Peer Group

    | Peer Group Approved in May 2024 (To be Used for 2025 Compensation Review) | | | | Armstrong World Industries, Inc. | Energizer Holdings, Inc. | MillerKnoll, Inc. | | Brady Corporation | Helen of Troy Limited | Pitney Bowes Inc. | | Cimpress plc | HNI Corporation | Sonos Inc. | | Corsair Gaming Inc. | Interface, Inc. | Spectrum Brands Holdings, Inc. | | Deluxe Corporation | Mativ Holdings, Inc. | Steelcase Inc. | | Edgewell Personal Care Company | Matthews International Corp | The Scotts Miracle-Gro Company |

  46. 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 base salary and short-term and long-term incentives relative to 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. In considering 2024 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 from our Peer Group and survey data from comparable benchmarks, 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. Tedford's 2024 target total compensation as CEO was below the 50th percentile of CEOs in our Peer Group due to his tenure as a new CEO. The target total compensation of each of our named executive officers other than Mr. Tedford, was generally aligned with the median for comparable positions in our Peer Group and/or comparable survey benchmarks following the 2024 compensation actions. The following graphs show the CEO's and the other named executive officers' 2024 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 84 percent of Mr. Tedford's total target compensation was variable and at risk and approximately 71 percent of the other named executive officers' average, as a group, total target compensation was variable and at risk.

  47. Base Salaries

    Following his April 1, 2024 base salary adjustment, Mr. Tedford's 2024 base salary was below the 50th percentile of CEO positions at our Peer Group companies due to his tenure as a new CEO. Following our other named executive officers' 2024 base salary adjustments, their base salaries were aligned, as a group, with the median for comparable positions in our Peer Group and/or comparable survey benchmark positions.

  48. Annual Incentive - 2024 Targets

    Annual Incentive - 2024 Targets For 2024, based on a comprehensive review of competitive market practices, current market conditions and the recommendations of Meridian, the Compensation and Human Capital Committee returned to a program design that utilized a single full-year measurement period after having utilized two measurement periods for a number of years due to the economic uncertainty following COVID. The table below summarizes the 2024 AIP target and maximum award opportunities for each of our named executive officers, which vary depending upon leadership responsibilities:

  49. Annual Incentive - 2024 Targets

    | Name and Principal Position | Target AIP as % of Salary | Maximum AIP as % of Salary(1) | Target AIP $ Award Opportunity(2) | | Thomas W. Tedford President and Chief Executive Officer | 120.0% | 222.0% | $1,065,084 | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | 75.0% | 138.8% | $437,865 | | Cezary Monko(3) Executive Vice President and President, International | 75.0% | 138.8% | $486,249 | | Patrick H. Buchenroth Executive Vice President and President, Americas | 75.0% | 138.8% | $428,565 | | Pamela R. Schneider Senior Vice President, General Counsel and Corporate Secretary | 60.0% | 111.0% | $317,340 | | (1) | Maximum AIP as a percent of salary consists of two components, 1) financial measures, which are weighted at 80 percent and have a maximum payout of 200 percent, and 2) strategic measures, which are weighted at 20 percent and have a maximum payout of 125 percent. | | | | (2) | Target AIP Award Opportunity is calculated based on actual salary earned in 2024. | | | | (3) | The target AIP award opportunity for Mr. Monko is shown in U.S. dollars, converted from Polish Zloty using the December 2024 month-end rate of 0.2435. | | |

  50. Annual Incentive - 2024 Targets

    Mr. Tedford's CEO target annual incentive opportunity of 120 percent of base salary is below the median target annual incentive opportunity of CEO positions in our Peer Group due to his tenure as a new CEO. 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 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 2024, 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 in the near term. The Executive Vice Presidents of our two operating segments are aligned to financial performance measures tied to their segment's performance. The other named executive officers' financial performance measures are tied to overall company performance.

  51. Annual Incentive - 2024 Targets

    | Financial Performance Measure | Definition | Rationale for Measure | | ACCO Brands and/or Segment 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 restructuring charges, goodwill and other intangible asset impairment charges, transaction and integration related expenses, and incentive compensation expense. | Focuses executive officers on growing Company profitability; aligned with stockholder returns. | | ACCO Brands or Segment 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. | | ACCO Brands or Segment 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 2024 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 translated to U.S. dollars using the foreign exchange rates used for purposes of establishing the 2024 business plan but are otherwise as externally reported in accordance with 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 objectives, as described below. | Focuses executive officers on critical strategic priorities aligned with stockholder interests. |

  52. Annual Incentive - 2024 Targets

    In 2024, 20 percent of our named executive officers' 2024 target AIP opportunity was determined by performance relative to the strategic measures. Specific strategic measures evaluated as part of the 2024 AIP opportunity included: 1) our progress in growing the business, both organically through acquisitions; delivering on savings targets; and the astute management of organizational and structural changes, including people, facilities, systems and processes 2) growth from new product development, and 3) progress in meeting our ESG objectives. For 2024, 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.

  53. Annual Incentive - 2024 Payouts

    Annual Incentive - 2024 Payouts The chart on page 32 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 2024 AIP payouts for our named executive officers are indicated in the table below:

  54. Annual Incentive - 2024 Payouts

    | Name and Principal Position | Target AIP Award Opportunity(1) | Actual AIP Award Payout | AIP Payout as % of Target | | Thomas W. Tedford President and Chief Executive Officer | $1,065,084 | $738,636 | 69.4% | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | $437,865 | $303,659 | 69.4% | | Cezary Monko(2) Executive Vice President and President, International | $486,249 | $405,571 | 83.4% | | Patrick H. Buchenroth Executive Vice President and President, Americas | $428,565 | $161,955 | 37.8% | | Pamela R. Schneider Senior Vice President, General Counsel and Corporate Secretary | $317,340 | $220,076 | 69.4% | | (1) | Target AIP Award Opportunity is calculated based on actual salary earned in 2024. | | | | (2) | The target AIP award opportunity for Mr. Monko is shown in U.S. dollars, converted from Polish Zloty using the December 2024 month-end rate of 0.2435. | | |

  55. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Pursuant to the Company's 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.

  56. 2024 LTIP Awards

    2024 LTIP Awards Mr. Tedford's 2024 LTIP award was comprised of 67 percent PSUs and 33 percent RSUs. The 2024 LTIP awards for the other named executive officers were comprised of 60 percent PSUs, 40 percent RSUs. No stock options were granted to executive officers in 2024. In establishing the 2024 LTIP grant values, the Compensation and Human Capital Committee reviewed the LTIP compensation data for the companies in our Peer Group. Mr. Tedford's 2024 LTIP award at target was below 50th 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 2024 LTIP awards at target were near the 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 2024.

  57. 2024 LTIP Awards

    | | Restricted Stock Units The 2024 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 2024 - 2026 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, 2026. The financial performance measures are 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. |

  58. 2024 - 2026 PSU Performance Measures

    2024 - 2026 PSU Performance Measures The following is a description of the financial performance measures and total shareholder return ("TSR") modifier established by the Compensation and Human Capital Committee for the PSUs granted in 2024.

  59. 2024 - 2026 PSU Performance Measures

    | Financial Performance Measure | Measure Weight | Definition | Rationale for Measure | | ACCO Brands Adjusted Earnings per Share | 50% | Adjusted net income, as externally reported by the Company, divided by the weighted average fully diluted outstanding shares of the Company's common stock for the relevant year. Adjusted net income excludes restructuring expenses, transaction and integration costs, goodwill and intangible asset impairment charges, amortization of intangibles and other one-time and non-recurring items, 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. |

  60. 2024 - 2026 PSU Performance Measures

    | Financial Performance Measure | Measure Weight | Definition | Rationale for Measure | | ACCO Brands Free Cash Flow | 30% | Net cash provided by operations as reported in accordance with GAAP, plus payments related to any debt refinancing or business acquisition or disposition, less capital expenditures, and further adjusted to exclude any adverse cash consequences from tax assessments related to pre-acquisition transactions of acquired companies (including related interest and penalty 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 trade 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 as externally reported. | 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 by up to 20% based on the Company's relative TSR performance compared to the Peer Group, as described below. | To align executives with stockholder interests. |

  61. 2024 - 2026 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.

  62. 2024 - 2026 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% |

  63. 2024 - 2026 PSU Performance Measures

    TSR for the Peer Group and the Company for the period beginning on January 1, 2024 and ending on December 31, 2026 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.

  64. 2022 - 2024 PSUs

    2022 - 2024 PSUs The 2022 - 2024 PSUs vested on December 31, 2024. The 2022 - 2024 PSU actual performance on the financial measures, adjusted earnings per share (with target performance of $4.93 per share), adjusted free cash flow (with target performance of $525.0 million), and gross profit margin (with target performance of 32.07 percent), resulted in 14.0 percent achievement. ACCO Brands ranked below the 25th percentile relative to the Peer Group over the three-year cumulative period, and thus a modifier of 80 percent was applied to financial performance, resulting in 11.2 percent of target performance achievement for the three-year period. As a result, each of Messrs. Tedford, Monko, Buchenroth, earned 9,208, 6,906, 4,988 shares (including accrued dividend equivalents), respectively and Mses. O'Connor and Schneider earned 8,575 and 4,988 shares (including accrued dividend equivalents), respectively.

  65. Timing of Equity Grants

    Timing of Equity Grants Under the Company's equity award grant policy, each year's annual equity-based compensation awards (including options, if any) are granted to executive officers and other eligible employees during the first quarter of each year after the release of full-year earnings, unless circumstances arise that warrant establishing different dates, including share conservation strategies. 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. In such cases, the effective date for an off-cycle award is the first trading day of the month following a newly hired/promoted eligible employee's effective date of hire or promotion, as the case may be. The Company does not schedule its equity grants in anticipation of the release of material, non-public information (“MNPI”), nor does the Company time the release of MNPI based on equity grant dates, in each case in a manner that would provide award recipients an opportunity benefit from such MNPI. In the event MNPI becomes known to the Compensation and Human Capital Committee prior to granting an equity award, the Committee will take the existence of such information into consideration and use its business judgment to determine whether to delay the grant of equity to avoid any appearance of impropriety. In 2024, no stock options or similar option-like awards were granted to our named executive officers, including during any period beginning four business days before the filing or furnishing of an annual, periodic or current report disclosing MNPI and ending one business day after the filing or furnishing of such report with the SEC.

  66. Defined Contribution - Non-Qualified Deferred Compensation Plan - United States

    Defined Contribution - Non-Qualified Deferred Compensation Plan - United States Non-qualified plans provide a supplemental benefit to recognize and account for certain employee earnings that exceed the IRS maximum for a qualified plan. Contributions under the non-qualified deferred compensation plan are not eligible for Company matching contributions. All other plan benefits mirror, and are determined, on the same basis as those provided under our qualified defined contribution plan. The Company operates all applicable plans and agreements in compliance with Section 409A of the Code. A more detailed discussion of the Company’s non-qualified deferred compensation arrangements is provided under the heading “Executive Compensation — Non-Qualified Deferred Compensation.”

  67. 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 currently serving named executive officers, 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. Further details regarding severance benefits provided under the ESP is provided under the heading “Executive Compensation Tables--Potential Payments Upon Termination or Change-in-Control” and the related tables.

  68. Recoupment or Forfeiture of Incentive Payments Policy

    Recoupment or Forfeiture of Incentive Payments Policy The Company has a policy to “clawback” incentive-based compensation paid or payable to executive officers in the event of a financial restatement or under the circumstance of willful and intentional misconduct on the part of an executive in connection with the performance of his or her duties. The policy defines "incentive-based compensation" to include all forms of compensation that is granted, earned or vested (i) based wholly or in part upon the attainment of a financial accounting measure, including annual bonuses and long-term incentive plans, and/or (ii) based wholly or in part upon the occurrence of specified events or the achievement of specified individual or corporate performance goals, in each case whether paid in the form of cash or equity. Other forms of compensation, such as time-based equity awards the vesting of which is not dependent on the achievement of performance measures, may also be the subject of clawback in the event of willful or intentional misconduct. Under the policy, executive officers who receive any such cash or equity incentive compensation payments may be required to forfeit or reimburse the Company for those payments, as the case may be, in the event that either: • the amount was based upon the achievement of financial results that were subsequently the subject of an accounting restatement required by the federal securities laws, and a lower amount would have been paid to the executive officer based on the restated amount, regardless of whether the executive officer was responsible for the restatement; or • the Board of Directors determines that the executive officer engaged in willful or intentional misconduct with respect to the performance of his or her duties, including but not limited to “cause” as defined in the ESP, misappropriation or misuse of corporate assets, or opportunities, or confidential information, breach of fiduciary duty owed to the Company, or violation of restrictive covenants. The policy complies with the requirements mandated by the Dodd-Frank Act in requiring the recoupment of incentive-based compensation affected by accounting restatements. However, the policy goes beyond the minimum requirements of the Dodd-Frank Act by continuing in effect the portion of the policy, which was adopted prior to the enactment of the Dodd-Frank Act, that allows the Company to recover incentive-based compensation, including equity awards not subject to performance measures, paid to executive officers who engage in willful and intentional misconduct. In circumstances described above, the Company may seek to recover from the executive officer, either by repayment of cash or equity incentives already paid or cancellation or forfeiture of outstanding cash or equity incentive compensation awards not yet earned, or by offset against other amounts owed to the executive officer, either the amount by which his or her cash or equity incentive payments exceeded the lower payment that would have been made based on the restated financial results, or, in the case of willful or intentional misconduct, an amount equal to the value of any cash or equity incentive payments received during the three-year period prior to the executive's termination of employment (or, if longer, the period during which the misconduct existed), or after the termination. Except in the case of a recovery mandated by the Dodd-Frank Act, the Board may waive or reduce an executive officer’s repayment obligation based upon hardship, the executive officer’s degree of culpability or responsibility, or such other factors as the Board deems appropriate.

  69. 2024 Summary Compensation Table

    2024 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, 2024, 2023, and 2022.

  70. 2024 Summary Compensation Table

    | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Option Awards(2) ($) | Non- Equity Incentive Plan Compens- ation(3) ($) | Change in Pension Value(4) ($) | All Other Compens- ation(9) ($) | Total ($) | | Thomas W. Tedford (5) | 2024 | 886,538 | — | 2,562,301 | — | 738,636 | — | 25,426 | 4,212,901 | | President and | 2023 | 730,745 | — | 1,282,167 | — | 637,104 | — | 24,371 | 2,674,387 | | Chief Executive Officer | 2022 | 672,121 | — | 902,837 | 291,964 | 104,952 | — | 20,514 | 1,992,388 | | Deborah A. O'Connor | 2024 | 583,240 | — | 911,837 | — | 303,659 | — | 30,194 | 1,828,929 | | Executive Vice President | 2023 | 556,574 | — | 637,264 | — | 366,967 | — | 28,929 | 1,589,735 | | and Chief Financial Officer | 2022 | 394,615 | — | 800,139 | 228,954 | 51,349 | — | 23,363 | 1,498,421 | | Cezary Monko (6) | 2024 | 648,278 | — | 911,837 | — | 405,571 | 8,000 | 47,300 | 2,020,985 | | Executive Vice President and | 2023 | 638,870 | 9,960 | 637,264 | — | 420,935 | 32,000 | 32,775 | 1,771,805 | | President, International | 2022 | 534,658 | — | 677,134 | 218,973 | 67,166 | — | 32,566 | 1,530,498 | | Patrick H. Buchenroth | 2024 | 570,324 | — | 867,233 | — | 161,955 | — | 26,904 | 1,626,416 | | Executive Vice President and | 2023 | 524,671 | — | 515,880 | — | 345,991 | — | 25,746 | 1,412,288 | | President, Americas | 2022 | 502,899 | — | 489,053 | 158,147 | 357,939 | — | 20,401 | 1,528,439 | | Pamela R. Schneider (7) | 2024 | 528,633 | — | 604,140 | — | 220,076 | — | 36,759 | 1,389,608 | | Senior Vice President, General | 2023 | — | — | — | — | — | — | — | — | | Counsel and Corporate Secretary | 2022 | — | — | — | — | — | — | — | — | | Boris Elisman (8) | 2024 | 201,923 | — | 1,040,873 | — | 129,303 | 0 | 64,330 | 1,436,429 | | Former Executive Chairman | 2023 | 961,539 | — | 2,365,494 | — | 974,028 | 9,000 | 40,135 | 4,350,195 | | | 2022 | 1,019,692 | — | 3,211,351 | 778,566 | 212,300 | — | 46,494 | 5,268,403 | | (1) | The amounts for Messrs. Tedford, Monko and Buchenroth and Meses. O'Connor and Schneider reflect the grant date fair value of time-based RSUs granted in 2024 and the grant date fair value of PSUs awarded in 2023 and 2024 based upon the target achievement of performance conditions as of the grant date as more fully described in the footnotes to the Grants of Plan-Based Awards Table. For fiscal year 2024, the amounts reported in the table related to the PSUs at target performance are $1,362,417 for Mr. Tedford, $471,834 for Ms. O'Connor, $471,834 for Mr. Monko, $427,231 for Mr. Buchenroth, and $316,137 for Ms. Schneider. For fiscal year 2024, if the highest level of performance under the PSUs were to be achieved, the grant date values of the PSUs would have been $2,724,834 for Mr. Tedford, $943,668 for Ms. O'Connor, $943,668 for Mr. Monko, $854,462 for Mr. Buchenroth, and $632,273 for Ms. Schneider. 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. | | | | | | | | | | (2) | Stock options were not granted to any of the named executive officers in 2024. | | | | | | | | | | (3) | Amounts represent cash awards earned for the applicable fiscal year and paid in the subsequent fiscal year, under the company's Annual Incentive Plan. | | | | | | | | | | (4) | 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. Further details are provided under the heading “Executive Compensation Tables --Pension Benefits”. | | | | | | | | | | (5) | Mr. Tedford was promoted to President and Chief Executive Officer on October 1, 2023. The amounts shown for 2024 compensation reflect his first full year as CEO. | | | | | | | | | | (6) | Mr. Monko's Salary, Non-Equity Incentive Plan Compensation, Change in Pension Value, and All Other Compensation amounts have been converted from Polish Zloty to U.S. dollars using the December 2024 month-end rate of 0.2435. | | | | | | | | | | (7) | Ms. Schneider was not a named executive officer in fiscal years 2022 and 2023. | | | | | | | | | | (8) | Mr. Elisman retired from the Company as Executive Chairman on March 31, 2024. The amounts shown for 2024 compensation reflect "Salary" shown in column (c) and "Non-Equity Incentive Plan Compensation" shown in column (g) prorated through his retirement date. The amounts for prior years reflect his compensation as CEO. Mr. Elisman did not receive any new stock grants in 2024. The amount shown in column (e) "Stock Awards" reflects the grant date fair value of the second-year tranche of the PSUs awarded to Mr. Elisman in 2023 based upon the target achievement of performance conditions as of the grant date as more fully described in the footnotes to the Grants of Plan-Based Awards Table. For fiscal year 2024, the amount related to the 2023 PSUs at target performance is $1,040,873 and, if the highest level of performance under the 2023 PSUs were to be achieved, the grant date value of the 2023 PSUs would have been $2,081,746. Upon Mr. Elisman's retirement, 103,908 PSUs at target performance ($603,705 grant date fair value) and 207,816 at maximum performance ($1,207,411 grant date fair value) of the second-year tranche of the 2023 PSU award reflected in the amounts shown were, in fact, forfeited per the terms of the applicable PSU award agreement. After these forfeitures, Mr. Elisman retained a right to receive 75,244 PSUs at target performance ($437,168 grant date fair value) and 150,488 PSUs at maximum performance ($874,335 grant date fair value). 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. | | | | | | | | | | (9) | The following table provides details about each component of "All Other Compensation" shown in column (i) for the fiscal year ended December 31, 2024: | | | | | | | | |

  71. 2024 Summary Compensation Table

    | Name and Principal Position | Automobile(1) | Company Contributions to Defined Contribution Plans(2) | Miscellaneous Perquisites(3) | Total | | Thomas W. Tedford President and Chief Executive Officer | $0 | $20,700 | $4,726 | $25,426 | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | $0 | $20,700 | $9,494 | $30,194 | | Cezary Monko Executive Vice President and President, International | $29,077 | $15,738 | $2,485 | $47,300 | | Patrick H. Buchenroth Executive Vice President and President, Americas | $0 | $20,700 | $6,204 | $26,904 | | Pamela R. Schneider Senior Vice President, General Counsel and Corporate Secretary | $0 | $20,700 | $16,059 | $36,759 | | Boris Elisman Former Executive Chairman | $3,767 | $20,700 | $39,863 | $64,330 | | (1) | 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 2024 month-end rate of 0.2435. Mr. Elisman was provided an automobile allowance in 2024, subject to taxation. | | | | | (2) | The amounts reflect the Company’s 2024 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 2024 contribution to the Polish Private Employee Capital Plan. | | | | | (3) | The amounts include the 2024 cost to the Company for premiums paid on excess long-term disability and/or group term life insurance in the amounts of $4,726, $9,494, $6,204, $4,526 and $16,059 for each of Mr. Tedford, Ms. O'Connor, Mr. Buchenroth, Mr. Elisman, and Ms. Schneider, respectively. Mr. Elisman received a payout of $35,337 for accrued paid time-off benefit under the company's vacation policy upon his retirement. Mr. Monko's amount of $2,485 primarily represents the excess premium on personal and family medical coverage paid by the Company converted to U.S. dollars from the Polish Zloty using the December 2024 month-end rate of 0.2435. | | | |

  72. 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, 2024.

  73. 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(2) | | | Incentive Plan Awards(3) | | | Stock or | Option | | Name and | Grant | Thresh. | Target | Max. | Thresh. | Target | Max. | Units(4) | Awards(5) | | Principal Position | Date(1) | ($) | ($) | ($) | (#) | (#) | (#) | ($) | ($) | | Thomas W. Tedford | n.a. | 319,525 | 1,065,084 | 1,970,405 | | | | | | | President and | 3/25/2024 | | | | 59,704 | 149,261 | 298,522 | | 864,221 | | Chief Executive | 3/25/2024 | | | | 34,299 | 85,748 | 171,496 | | 498,196 | | Officer | 3/12/2024 | | | | | | | 223,859 | 1,199,884 | | Deborah A. O'Connor | n.a. | 131,359 | 437,865 | 810,050 | | | | | | | Executive Vice | 3/25/2024 | | | | 16,418 | 41,045 | 82,090 | | 237,651 | | President and Chief | 3/25/2024 | | | | 16,123 | 40,307 | 80,614 | | 234,184 | | Financial Officer | 3/12/2024 | | | | | | | 82,090 | 440,002 | | Cezary Monko | n.a. | 145,875 | 486,249 | 899,561 | | | | | | | Executive Vice | 3/25/2024 | | | | 16,418 | 41,045 | 82,090 | | 237,651 | | President and | 3/25/2024 | | | | 16,123 | 40,307 | 80,614 | | 234,184 | | President, International | 3/12/2024 | | | | | | | 82,090 | 440,002 | | Patrick H. Buchenroth | n.a. | 128,570 | 428,565 | 792,845 | | | | | | | Executive Vice | 3/25/2024 | | | | 16,418 | 41,045 | 82,090 | | 237,651 | | President and | 3/25/2024 | | | | 13,052 | 32,630 | 65,260 | | 189,580 | | President, Americas | 3/12/2024 | | | | | | | 82,090 | 440,002 | | Pamela R. Schneider | n.a. | 95,202 | 317,340 | 587,080 | | | | | | | Senior Vice | 3/25/2024 | | | | 10,746 | 26,866 | 53,732 | | 155,554 | | President General Counsel | 3/25/2024 | | | | 11,056 | 27,639 | 55,278 | | 160,583 | | and Corporate Secretary | 3/12/2024 | | | | | | | 53,732 | 288,004 | | Boris Elisman | n.a. | 55,935 | 186,450 | 344,933 | | | | | | | Former Executive Chairman | 3/25/2024 | | | | 71,661 | 179,152 | 358,304 | | 1,040,873 | | (1) | The grant date shown for PSU awards is the date on which performance goals were communicated to participants for the purposes of expense recognition. | | | | | | | | | | (2) | The amounts shown represent the potential AIP earnings for 2024 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 2024 are included in column (g) of the 2024 Summary Compensation Table. For Mr. Monko, amounts have been converted from Polish Zloty to U.S. dollars using the December 2024 month-end rate of 0.2435. For Mr. Elisman, amounts have been prorated based on his retirement on March 31, 2024. | | | | | | | | | | (3) | The amounts shown represent the threshold, target and maximum number of shares related to the second-year tranche of the 2023 - 2025 PSUs and, other than for Mr. Elisman, the first-year tranche of the 2024 - 2026 PSUs that may be earned based on achievement of performance measures that were established at the beginning of the second year of the 2023 - 2025 PSU and the first year of the 2024 - 2026 PSU programs. Shares related to the third-year tranche of the 2023 - 2025 PSU and the second and third year tranches of the 2024 - 2026 PSUs 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 deemed 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. Mr. Elisman did not receive a 2024 - 2026 PSU award. | | | | | | | | | | (4) | The amounts shown represent RSUs that vest on the third anniversary of the grant date. | | | | | | | | | | (5) | The amounts shown represent the grant date fair value of each equity award determined in accordance with FASB ASC Topic 718. For Mr. Elisman, upon retirement, 103,908 PSUs at target performance ($603,705 of his reported 2024 grant- date fair value) associated with the second year tranche of the 2023 PSU award were forfeited. For additional information on Mr. Elisman's PSU award, please see Footnote 8 of the Summary Compensation Table. | | | | | | | | |

  74. 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, 2024 for each of the named executive officers.

  75. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards(1) | | | | | Stock Awards | | | | | | | | | | | Number | Market | Equity Incentive | Equity Incentive | | | | Number of | Number of | | | of Shares | Value of | Plan Awards: | Plan Awards: | | | | Securities | Securities | | | or Units | Shares or | Number | Market or Payout | | | | Underlying | Underlying | | | of Stock | Units of | of Unearned | Value of Unearned | | | | Unexercised | Unexercised | Option | | That | Stock That | Shares, Units or | Shares, Units or | | | | Options | Options | Exercise | Option | Have Not | Have Not | Other Rights That | Other Rights That | | Name and | Grant | Exercisable | Unexercisable | Price | Expiration | Vested | Vested(2) | Have Not Vested | Have Not Vested(2) | | Principal Position | Date | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | Thomas W. Tedford | 3/12/2024 | | | | | 236,363(3) | 1,240,907 | 472,796(7) | 2,482,181 | | President and | 10/2/2023 | | | | | 57,550(4) | 302,139 | 115,117(8) | 604,362 | | Chief Executive | 3/14/2023 | | | | | 109,924(5) | 577,098 | 164,885(8) | 865,645 | | Officer | 3/2/2022 | 78,803 | 39,401 | 8.46 | 3/2/2032 | 41,537(6) | 218,069 | | | | | 3/3/2021 | 108,868 | 0 | 8.42 | 3/3/2031 | | | | | | | 3/4/2020 | 100,523 | 0 | 8.29 | 3/4/2030 | | | | | | | 3/6/2019 | 73,747 | 0 | 9.04 | 3/6/2026 | | | | | | | 3/7/2018 | 51,318 | 0 | 12.82 | 3/7/2025 | | | | | | Deborah A. O'Connor | 3/12/2024 | | | | | 86,675(3) | 455,046 | 130,013(7) | 682,569 | | Executive Vice | 3/14/2023 | | | | | 88,784(5) | 466,118 | 133,176(8) | 699,174 | | President and Chief | 5/2/2022 | 73,383 | 36,691 | 7.23 | 5/2/2032 | 38,335(6) | 201,260 | | | | Financial Officer | | | | | | | | | | | Cezary Monko | 3/12/2024 | | | | | 86,675(3) | 455,046 | 130,013(7) | 682,569 | | Executive Vice | 3/14/2023 | | | | | 88,784(5) | 466,118 | 133,176(8) | 699,174 | | President and | 3/2/2022 | 59,102 | 29,551 | 8.46 | 3/2/2032 | 31,153(6) | 163,553 | | | | President, | 3/3/2021 | 89,074 | 0 | 8.42 | 3/3/2031 | | | | | | International | 3/4/2020 | 70,366 | 0 | 8.29 | 3/4/2030 | | | | | | | 3/6/2019 | 73,747 | 0 | 9.04 | 3/6/2026 | | | | | | | 3/7/2018 | 32,074 | 0 | 12.82 | 3/7/2025 | | | | | | Patrick H. Buchenroth | 3/12/2024 | | | | | 86,675(3) | 455,046 | 130,013(7) | 682,569 | | Executive Vice | 3/14/2023 | | | | | 71,873(5) | 377,335 | 107,809(8) | 565,997 | | President and | 3/2/2022 | 42,685 | 21,342 | 8.46 | 3/2/2032 | 22,500(6) | 118,126 | | | | President, | 3/3/2021 | 59,383 | 0 | 8.42 | 3/3/2031 | | | | | | Americas | 3/4/2020 | 55,288 | 0 | 8.29 | 3/4/2030 | | | | | | | 3/6/2019 | 46,092 | 0 | 9.04 | 3/6/2026 | | | | | | | 3/7/2018 | 28,867 | 0 | 12.82 | 3/7/2025 | | | | | | Pamela R. Schneider | 3/12/2024 | | | | | 56,733(3) | 297,850 | 85,100(7) | 446,775 | | Senior Vice | 3/14/2023 | | | | | 60,881(5) | 319,625 | 91,321(8) | 479,434 | | President General | 3/2/2022 | 42,685 | 21,342 | 8.46 | 3/2/2032 | 22,500(6) | 118,126 | | | | Counsel and | 3/3/2021 | 64,331 | 0 | 8.42 | 3/3/2031 | | | | | | Corporate Secretary | 3/4/2020 | 58,304 | 0 | 8.29 | 3/4/2030 | | | | | | | 3/6/2019 | 46,092 | 0 | 9.04 | 3/6/2026 | | | | | | | 3/7/2018 | 32,074 | 0 | 12.82 | 3/7/2025 | | | | | | Boris Elisman | 3/14/2023 | | | | | 295,916(5) | 1,553,562 | 248,606(8) | 1,305,183 | | Former Executive | 3/2/2022 | 210,140 | 105,069 | 8.46 | 3/2/2032 | 110,765(6) | 581,519 | | | | Chairman | 3/3/2021 | 277,118 | 0 | 8.42 | 3/3/2031 | | | | | | | 3/4/2020 | 257,339 | 0 | 8.29 | 3/4/2030 | | | | | | | 3/6/2019 | 223,378 | 0 | 9.04 | 3/6/2026 | | | | | | | 3/7/2018 | 118,032 | 0 | 12.82 | 3/7/2025 | | | | | | (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 $5.25 closing price of the Company's stock on December 31, 2024. | | | | | | | | | | (3) | 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 March 12, 2027, provided that the named executive officer is employed by the Company at that time or as otherwise provided in the award agreement. | | | | | | | | | | (4) | 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 Mr. Tedford is employed by the Company at that time or as otherwise provided in the award agreement. | | | | | | | | | | (5) | 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 or as otherwise provided in the award agreement. In the case of Mr. Elisman, upon his retirement, RSUs continued to vest in accordance with their original vesting terms. | | | | | | | | | | (6) | 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 such time or as otherwise provided in the award agreement. 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 or as otherwise provided in the award agreement. In the case of Mr. Elisman, upon his retirement, RSUs continued to vest in accordance with their original vesting terms. | | | | | | | | | | (7) | The amounts shown represent PSUs for the 2024-2026 PSU awards at target level of performance. If earned, awards will vest on December 31, 2026. | | | | | | | | | | (8) | The amounts shown represent PSUs for the 2023-2025 PSU awards at target level of performance. If earned, awards will vest on December 31, 2025. | | | | | | | | |

  76. 2024 Option Exercises and Stock Vested

    2024 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, 2024 from the vesting of RSUs and PSUs. There were no exercises of NQSOs during 2024.

  77. 2024 Option Exercises and Stock Vested

    | | Stock Awards(1) | | | Name and Principal Position | Number of Shares Acquired on Vesting | Value Realized on Vesting | | Thomas W. Tedford President and Chief Executive Officer | 103,551 | $560,941 | | Deborah A. O'Connor Executive Vice President and Chief Financial Officer | 8,575 | $45,019 | | Cezary Monko Executive Vice President and President, International | 84,099 | $455,673 | | Patrick H. Buchenroth Executive Vice President and President, Americas | 56,450 | $305,798 | | Pamela R. Schneider Senior Vice President, General Counsel and Corporate Secretary | 60,737 | $329,091 | | Boris Elisman Former Executive Chairman | 340,229 | $1,838,204 | | (1) | Includes the number and value of shares granted on March 3, 2021 as RSUs, the number and value of shares granted on March 3, 2021 under the 2021 - 2023 PSU that vested on December 31, 2023 and settled on March 12, 2024, and the number and value of shares granted on May 17, 2022 under the 2022 - 2024 PSU that vested on December 31, 2024 and settled on March 12, 2025. | |

  78. 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, 2024 with respect to the ACCO U.S. Pension and the Polish Retirement Pension for each of the named executive officers who participated in these plans during 2024.

  79. 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) | 12/31/2024 | 12/31/2023 | Fiscal Year | | Cezary Monko(2) Executive Vice President and President, International | Polish Retirement Pension | 32.75 | $153,000 | $145,000 | $0 | | Boris Elisman Former Executive Chairman | ACCO US Pension Plan | 4.42 | $116,000 | $119,000 | $0 | | (1) | Mr. Elisman's Years of Credited Service is 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, 2024, Vesting Service is 15 years larger than shown in the table above. | | | | | | (2) | Reflects accrued benefit in Poland. | | | | |

  80. Non-Qualified Deferred Compensation Benefits

    Non-Qualified Deferred Compensation Benefits Mr. Tedford was the only NEO who carried any balance in the ACCO U.S. Non-Qualified Deferred Compensation Plan in 2024. The Non-Qualified Deferred Compensation table below provides information regarding contributions, earnings and distributions made during the fiscal year ended December 31, 2024.

  81. Non-Qualified Deferred Compensation Benefits

    | | | | | Aggregate | | | | Executive | Registrant | Aggregate | Withdrawls / | Aggregate | | | Contributions | Contributions | Earnings | Distributions | Balance at | | Name and Principal Position | in Fiscal Year | in Fiscal Year | in Fiscal Year | in Fiscal Year | Fiscal Year End (1) | | Thomas W. Tedford President and Chief Executive Officer | $0 | $0 | $6,475 | $0 | $51,492 | | (1) | Mr. Tedford has a balance in a deferred compensation account under the Company’s Non-Qualified Deferred Compensation Plan. The balance in this account, which is unfunded and is an unsecured obligation of the Company subject to claims of the Company’s general creditors, is otherwise fully vested and non-forfeitable. Plan participants are generally permitted to choose from among the investment funds available under the Company's 401(k) Plan for purposes of determining deemed investment earnings, gains, and losses applicable to their accounts. The investment return based on the selected investment options was 14.5% for the year 2024. Subject to limitations imposed by Section 409A of the Code, account balance is payable to Mr. Tedford as soon as practicable following termination of employment. Mr. Tedford may designate a beneficiary to receive the unpaid portion of his account in the event of his death. | | | | |

  82. ACCO U.S. Non-Qualified Deferred Compensation

    ACCO U.S. Non-Qualified Deferred Compensation The ACCO U.S. Non-Qualified Deferred Compensation is an unfunded plan maintained by the company for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended, or an "excess benefit plan" within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended, or both. This is a voluntary plan and participants may elect to defer between 1 and 50 percent of annual base salary and between 1 and 90 percent of their Annual Incentive Plan payout. Deferral elections must be made in the year before compensation is earned and reduce the eligible compensation available for deferral in the ACCO 401(k) defined contribution plan. Deferral elections are irrevocable and distribution dates of a prior separation or in-service election can be changed one time only. Participants are immediately vested in their contributions made to the plan, as well as any earnings on these contributions. Investment options available through the plan are nearly identical to those offered under the ACCO 401(k) defined contribution plan. Participant contributions and earnings within the plan are subject to the claims of ACCO Brands creditors.

  83. 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 our currently serving named executive officers, were covered by the Company’s ESP at December 31, 2024 and continue to be so covered as of the date of this Proxy Statement. Mr. Elisman retired on March 31, 2024 and accordingly, his information is not included in the table below. The Company’s ESP in effect as of December 31, 2024 provides the named executive officers with 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: • Involuntary Termination: 24 months of base salary and two years of target bonus for the year of separation for Mr. Tedford; 21 months of base salary and one year of target bonus for the year of separation for Messrs. Monko and Buchenroth and Ms. O'Connor; 18 months of base salary and one year of target bonus for the year of separation for Ms. Schneider and 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 Mr. Tedford; 2.25 times base salary plus 2.25 times target bonus for the year of separation for Messrs. Monko and Buchenroth and Ms. O'Connor; 2 times base salary plus 2 times target bonus for the year of separation for Ms. Schneider and 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 or her estate under the following events as if each such event occurred as of December 31, 2024: a change-in-control without termination of employment; • termination of employment by the executive officer due to 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. Monko and Buchenroth and Ms. Schneider are retirement eligible.

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

    Potential Payments Upon Termination or Change-In-Control

  85. 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 ($) | Disability ($) | | Thomas W. Tedford | Cash Severance(1) | — | — | 3,960,000 | 5,920,200 | 0 | 0 | | President and Chief | Annual Incentive | — | — | 738,636 | 738,636 | 738,636 | 738,636 | | Executive Officer | Continuation of Benefits(2) | — | — | 39,409 | 58,917 | 0 | 0 | | | Outplacement Services | — | — | 60,000 | 60,000 | 0 | 0 | | | Additional 401(k) Plan Contributions(3) | — | — | 0 | 61,893 | 0 | 0 | | | Value of Non-Qualified Stock Options(4)(7) | — | — | 0 | 0 | 0 | 0 | | | Value of Restricted Stock Units(5)(7) | — | — | 205,943 | 2,338,224 | 2,338,224 | 2,338,224 | | | Value of Performance Stock Units(6)(7) | — | — | 0 | 4,062,450 | 1,809,359 | 1,809,359 | | | Total | — | — | 5,003,988 | 13,240,320 | 4,886,218 | 4,886,218 | | Deborah A. O'Connor | Cash Severance(1) | — | — | 1,477,035 | 2,326,330 | 0 | 0 | | Executive Vice | Annual Incentive | — | — | 303,659 | 303,659 | 303,659 | 303,659 | | President and Chief | Continuation of Benefits(2) | — | — | 24,242 | 31,168 | 0 | 0 | | Financial Officer | Outplacement Services | — | — | 60,000 | 60,000 | 0 | 0 | | | Additional 401(k) Plan Contributions(3) | — | — | 0 | 46,575 | 0 | 0 | | | Value of Non-Qualified Stock Options(4)(7) | — | — | 0 | 0 | 0 | 0 | | | Value of Restricted Stock Units(5)(7) | — | — | 178,881 | 1,122,434 | 1,122,434 | 1,122,434 | | | Value of Performance Stock Units(6)(7) | — | — | 0 | 1,434,190 | 694,272 | 694,272 | | | Total | — | — | 2,043,817 | 5,324,357 | 2,120,365 | 2,120,365 | | Cezary Monko | Cash Severance(1) | — | 0 | 1,644,700 | 2,590,403 | 0 | 0 | | Executive Vice | Annual Incentive | — | 405,571 | 405,571 | 405,571 | 405,571 | 405,571 | | President and | Continuation of Benefits(2) | — | 0 | 4,306 | 5,536 | 328,940 | 164,470 | | President, | Outplacement Services | — | 0 | 60,000 | 60,000 | 0 | 0 | | International | Additional Poland PPK Contributions(3) | — | 0 | 0 | 35,410 | 0 | 0 | | | Value of Non-Qualified Stock Options(4)(7) | — | 0 | 0 | 0 | 0 | 0 | | | Value of Restricted Stock Units(5)(7) | — | 629,675 | 629,675 | 1,084,724 | 1,084,724 | 1,084,724 | | | Value of Performance Stock Units(6)(7) | — | 501,306 | 501,306 | 1,434,190 | 694,272 | 694,272 | | | Total | — | 1,536,551 | 3,245,557 | 5,615,833 | 2,513,506 | 2,349,036 | | Patrick H. Buchenroth | Cash Severance(1) | — | 0 | 1,461,582 | 2,301,992 | 0 | 0 | | Executive Vice | Annual Incentive | — | 161,955 | 161,955 | 161,955 | 161,955 | 161,955 | | President and | Continuation of Benefits(2) | — | 0 | 33,169 | 42,646 | 0 | 0 | | President, | Outplacement Services | — | 0 | 60,000 | 60,000 | 0 | 0 | | Americas | Additional 401(k) Plan Contributions(3) | — | 0 | 0 | 46,575 | 0 | 0 | | | Value of Non-Qualified Stock Options(4)(7) | — | 0 | 0 | 0 | 0 | 0 | | | Value of Restricted Stock Units(5)(7) | — | 495,469 | 495,469 | 950,518 | 950,518 | 950,518 | | | Value of Performance Stock Units(6)(7) | — | 405,818 | 405,818 | 1,291,022 | 605,443 | 605,443 | | | Total | — | 1,063,241 | 2,617,992 | 4,854,707 | 1,717,916 | 1,717,916 | | Pamela R. Schneider | Cash Severance(1) | — | 0 | 1,117,467 | 1,702,807 | 0 | 0 | | Senior Vice | Annual Incentive | — | 220,076 | 220,076 | 220,076 | 220,076 | 220,076 | | President General | Continuation of Benefits(2) | — | 0 | 0 | 0 | 0 | 0 | | Counsel and | Outplacement Services | — | 0 | 60,000 | 60,000 | 0 | 0 | | Corporate Secretary | Additional 401(k) Plan Contributions(3) | — | 0 | 0 | 41,400 | 0 | 0 | | | Value of Non-Qualified Stock Options(4)(7) | — | 0 | 0 | 0 | 0 | 0 | | | Value of Restricted Stock Units(5)(7) | — | 437,756 | 437,756 | 735,609 | 735,609 | 735,609 | | | Value of Performance Stock Units(6)(7) | — | 343,752 | 343,752 | 962,173 | 468,968 | 468,968 | | | Total | — | 1,001,583 | 2,179,050 | 3,722,065 | 1,424,652 | 1,424,652 | | (1) | Represents 2024 base salary and year-ending annual incentive opportunity at target performance, calculated according to the terms of the Executive Severance Plan. | | | | | | | | (2) | 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. | | | | | | | | (3) | 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 31, 2024 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 $5.25 closing price of the Company’s common stock on December 31, 2024. | | | | | | | | (5) | Reflects the fair market value as of December 31, 2024 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 $5.25 closing price of the Company’s common stock on December 31, 2024. | | | | | | | | (6) | Reflects the unvested fair market value as of December 31, 2024 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 $5.25 closing price of the Company’s common stock on December 31, 2024. | | | | | | | | (7) | 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. | | | | | | |

  86. 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:

  87. CEO Pay Ratio

    | CEO 2024 Annual Total Compensation | $4,212,901 | | Median Employee 2024 Annual Total Compensation | $40,448 | | Pay Ratio of CEO to Median Employee Compensation | 104 : 1 |

  88. CEO Pay Ratio

    To identify the median employee, we examined the total cash compensation paid between October 1, 2023 and September 30, 2024, including base salaries, overtime payments, allowances, incentives and commissions paid, to all individuals, excluding our CEO, who were employed by us as of October 1, 2024, as reflected in our payroll records. In accordance with Item 402(u) and instructions thereto, we included all full-time, part-time, temporary and seasonal employees. We selected total cash compensation for all employees as a consistently applied compensation measure because we do not widely distribute long-term incentive awards to employees and because we believe that this measure reasonably reflects the total annual compensation of our employees. For purposes of calculating the total cash compensation of our non-U.S. employees, we converted local currencies to U.S. dollars based on our fiscal year 2024 operating plan exchange rates. We calculated the 2024 annual total compensation for the representative median employee using the same methodology we use for our named executive officers in the 2024 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 2024 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.

  89. 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.

  90. 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 $100 Investment based on:(4) | | Net (Loss) / Income | Adjusted Operating Income(5) | | | | | | | | | TSR | Peer Group TSR | | | | | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($ Millions) | ($ Millions) | | 2024 | — | 4,212,901 | — | 3,703,304 | 1,660,474 | 1,005,552 | 70.60 | 126.82 | (101.6) | 189.7 | | 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 |

  91. Pay Versus Performance

    Mr. Elisman was our PEO until September 30, 2023 (“PEO 1”). Mr. 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. For 2024: Deborah A. O'Connor, Cezary Monko, Patrick H. Buchenroth, Boris Elisman, and Pamela R. Schneider. For 2023: Deborah A. O'Connor, Cezary Monko, Patrick H. Buchenroth, and Roxanne Bernstein. For 2022: Deborah A. O'Connor, Cezary Monko, Patrick H. Buchenroth, Thomas W. Tedford, and Neal V. Fenwick,. For 2021: Cezary Monko, Patrick H. Buchenroth, Thomas W. Tedford, and Neal V. Fenwick. For 2020: Cezary Monko, Patrick H. Buchenroth, Thomas W. Tedford, and Neal V. Fenwick. (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.

  92. Pay Versus Performance

    | | Fiscal Year 2024 | | | | PEO 2 ($) | Average for Non-PEO NEOs ($) | | Summary Compensation Table Total | 4,212,901 | 1,660,474 | | Exclusion of Change in Pension Value | — | (1,600) | | Exclusion of Stock Awards | (2,562,301) | (867,184) | | Inclusion of Pension Service Cost | — | 1,043 | | Inclusion of Equity Values (a) | 2,052,704 | 212,819 | | Compensation Actually Paid | 3,703,304 | 1,005,552 |

  93. Pay Versus Performance

    (a) The amounts reflected as Inclusion of Equity Values in the table above are derived as set forth in the following table:

  94. Pay Versus Performance

    | | Fiscal Year 2024 | | | | PEO 2 ($) | Average for Non-PEO NEOs ($) | | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year | 2,434,567 | 698,599 | | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards | (333,430) | (206,541) | | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year | — | — | | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year | (48,433) | (51,907) | | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year | — | (227,332) | | Total - Inclusion of Equity Values | 2,052,704 | 212,819 |

  95. Pay Versus Performance

    (4) The Peer Group TSR 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, 2024. The comparison assumes $100 was invested in the Company and in the S&P Office Services and Supplies (SuperCap 500) Index for the period starting December 31, 2019 through the end of the listed year. Historical stock performance is not necessarily indicative of future stock performance. (5) We determined adjusted operating income to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to PEO 2 and the Non-PEO NEOs in 2024. Adjusted operating income is a non-GAAP financial measure. Adjusted operating income is defined and reconciled to its most directly comparable GAAP financial measure in Appendix B "Supplemental Non-GAAP Financial Measures" of this Proxy Statement.

  96. 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.

  97. 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.

  98. 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.