ACCO Acco Brands Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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ACCO BRANDS CORPORATION

(Name of Registrant as Specified in Its Charter)

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Dear Fellow Stockholder:

To register for the 2025 Annual Meeting of Stockholders ("Annual Meeting") of ACCO Brands Corporation (“ACCO Brands” or the “Company”) please visit http://www.viewproxy.com/ACCO/2025. Please register no later than one hour prior to the meeting.

We currently are not aware of any other business to be brought before the Annual Meeting. Only holders of record of common stock at the close of business on March 24, 2025 will be entitled to vote at the Annual Meeting or at any adjournment or postponement thereof.

Your vote is important. Please vote as soon as possible through one of the following methods: (1) by telephone, (2) through the Internet or (3) by mail. For specific instructions, please refer to the accompanying proxy card.

We are providing access to our proxy materials to our stockholders via the Internet and will send a Notice of Internet Availability of Proxy Materials (the “Notice”) to holders of our common stock as of the record date on or about March 28, 2025. We also are soliciting voting instructions from participants in the ACCO Brands Corporation 401(k) plan who hold shares of our common stock under the plan.

By order of the Board of Directors

Pamela R. Schneider
Senior Vice President, General Counsel and Corporate Secretary

Proxy Statement Summary

This summary highlights certain information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting. In addition, certain statements and information contained in this Proxy Statement, other than statements of historical fact, are "forward-looking statements" for which actual results and the timing of events may differ materially from those suggested or implied by such forward-looking statements. See the section captioned “Cautionary Statement Regarding Forward-Looking Statements.”

2024 Company Highlights

ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work. These brands include At-A-Glance, Barrilito, Esselte, Five Star, Foroni, GBC, Hilroy, Kensington, Leitz, Mead, PowerA, Quartet, Rapid, Swingline, Tilibra and others. Our product categories include gaming and computer accessories; storage and organization; notebooks; shredding; laminating and binding machines; stapling; punching; planners; dry erase boards; and do-it-yourself tools, among others.

(1) Adjusted Earnings Per Share, Adjusted Free Cash Flow, and Adjusted Operating Income are non-GAAP financial measures. Each non-GAAP financial measure is defined and reconciled to its most directly comparable GAAP financial measure in Appendix B "Supplemental Non-GAAP Financial Measures" of this Proxy Statement.

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."

• = Chairperson ▲ = Member

Director Snapshot

Corporate Governance Highlights

We maintain robust policies and practices that demonstrate our commitment to strong governance, including those summarized below. See the section titled “Corporate Governance” for more information.

Compensation Highlights

Our executive compensation philosophy is to provide competitive compensation programs that are designed to align with stockholder interests, drive business strategy, pay for performance, and attract and retain top talent. The Compensation and Human Capital Committee targets each compensation component at approximately the median of similarly situated executives of companies in our Peer Group, subject to circumstances that may arise that warrant differences from this general approach.

Say-on-Pay Results

At the 2024 annual meeting of stockholders, 97.8 percent of the votes cast approved the non-binding, advisory vote on the 2023 compensation of our named executive officers ("NEOs").

Key Compensation Practices

2024 Compensation Highlights

2024 was the first full year of Mr. Tedford's service as our President and Chief Executive Officer. The charts below illustrate the components that comprise the 2024 total compensation for Mr. Tedford and the average total 2024 compensation for all other NEOs.

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.

Board Composition

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.

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.

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.”

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.

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.

Director Attendance

During 2024, there were eight meetings of the Board of Directors. Each director nominee attended more than 85% of the total number of meetings of the Board of Directors and the committees of the Board of Directors on which such director nominee served. In addition to participation at Board of Directors and committee meetings, our directors discharged their responsibilities throughout the year through personal meetings and other communications, including considerable telephone contact with our Chairman and CEO as well as other members of senior management regarding matters of interest and concern to ACCO Brands.

Non-Employee Director Stock Ownership Guidelines

To help align our non-employee directors' interest with those of our stockholders, the Company maintains stock ownership guidelines which require each non-employee director to maintain ownership in shares of the Company's common stock equal to five times his or her annual cash retainer within five years of joining our Board of Directors. Shares counting towards ownership targets include shares beneficially owned through a trust, spouse or dependent child, and Restricted Stock Units ("RSUs"). As of December 31, 2024, all directors either met the stock ownership guidelines or were on track to meet the guidelines within the five-year window.

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.

Cash Compensation for Non-Employee Directors

Each non-employee director earns an annual cash retainer of $105,000. There are no separate meeting fees paid. In addition to the annual cash retainer, committee chairpersons receive additional annual cash retainers totaling $25,000 for the Audit Committee, $20,000 for the Compensation and Human Capital Committee, and $15,000 for the Nominating, Governance and Sustainability Committee and Finance and Planning Committee. Our Independent Chairman is paid an additional annual cash retainer of $100,000. Cash retainers are paid quarterly and pro-rated as appropriate.

A non-employee director may elect to defer the cash portion of his or her compensation under our Deferred Compensation Plan for Directors (the “Deferred Plan”). If this option is chosen, the director can have his or her deferral account credited in either or both a phantom fixed income or a phantom

stock unit account. The phantom stock unit account would correspond to the value of, and the dividend rights associated with, an equivalent number of shares of the Company's common stock. Upon the conclusion of service as a director, the balance in a phantom stock unit or phantom fixed income account would be paid to the director in a lump-sum cash distribution. Our obligation to redeem a phantom account is unsecured and is subject to the claims of our general creditors. For the year 2024, none of the directors elected to defer cash compensation and none had any balances in a phantom fixed income or phantom stock unit account.

Equity-Based Compensation for Non-Employee Directors

Each non-employee director is entitled to receive an annual equity grant either in the form of RSUs deferred under the Deferred Plan or common stock under the 2022 ACCO Brands Corporation Incentive Plan, as amended (including its predecessor or successor plans, the “Incentive Plan”) with a fair market value (as defined in the Incentive Plan) of $125,000. Annual equity grants are typically made at the time of our annual stockholders' meeting each year and non-employee directors elected to the Board of Directors other than at an annual meeting receive a pro-rata portion of such amount based on the time between their date of appointment and the date of the next annual stockholders' meeting.

Non-employee directors are required to receive their equity grants in the form of deferred RSUs if they have not yet attained the minimum stock ownership required under the Non-Employee Director Stock Ownership Guidelines. After achieving the minimum stock ownership threshold, directors may elect each year whether to receive an unrestricted stock grant or deferred RSUs under the Deferred Plan.

Under the terms of the Incentive Plan and each individual director’s RSU award agreements, each RSU represents the right to receive one share of our common stock. Director RSUs vest in full on the earlier of the first anniversary of the grant date or the date of the next annual stockholders’ meeting, provided that the director has been a member of the Board through the vesting date, and subject to accelerated vesting upon certain events. The payment of such RSUs to non-employee directors is deferred under the Deferred Plan. The Deferred Plan provides that such awards are payable within 30 days after the conclusion of service as a director. Directors holding deferred RSUs are credited with additional RSUs based on the amount of any dividend that may be paid by the Company.

Director Charitable Matching Gift Program

The Company has established a program under which it will make matching charitable gifts of up to $5,000 annually on behalf of each of its directors. During 2024, three directors participated in this program.

Corporate Governance

The Board of Directors has adopted Corporate Governance Principles to assist it in the exercise of its responsibility to oversee the performance of the Company's management for the benefit of the Company's stockholders and the creation of stockholder value. These principles, along with the charters of the Board of Directors' committees and other key policies and practices of the Board of Directors, provide a framework for the governance of the Company and can be found on our Investor Relations website at https://ir.accobrands.com/governance/governance-documents/default.aspx.

Director Independence

Our Corporate Governance Principles provide that a majority of the members of the Board of Directors, and each member of the Audit Committee, the Compensation and Human Capital Committee and the Nominating, Governance and Sustainability Committee, must meet certain criteria for independence. Based on NYSE independence requirements, the Corporate Governance Principles set forth certain standards to assist the Board of Directors in determining director independence. Our Board of Directors affirmatively determines director independence on an annual basis after considering all relevant facts and circumstances, namely that the director has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company.

Under no circumstances will a director be considered independent if:

Each currently serving member of the Board of Directors, other than Mr. Tedford, has been affirmatively determined by the Board of Directors to be independent as defined in the Corporate Governance Principles and the NYSE independence requirements.

Board Leadership Structure

The Board of Directors periodically evaluates the Company's leadership structure and whether it is in the best interests of the Company for the positions of Chairman and CEO to be separated or combined. Our Corporate Governance Principles provide that in the event the Chairman of the Board is also serving as the Company's CEO or is otherwise not independent, one of our independent directors be designated as our Presiding Independent Director. We believe that having an independent Chairman, or a Presiding Independent Director when the Chairman is not independent, provides access to management and an independent voice with significant input into corporate governance matters.

In connection with the appointment of Mr. Tedford as our CEO effective October 1, 2023, the role of Chairman and CEO was split, with Mr. Boris Elisman continuing to serve as Executive Chairman until his full retirement on March 31, 2024. Following Mr. Elisman’s retirement, the Board considered the benefits of continuing to allow Mr. Tedford to focus his time and energy on leading the Company as CEO and determined to keep the Chairman and CEO positions split, appointing E. Mark Rajkowski as our independent Chairman. The Board believes Mr. Rajkowski’s service as Chairman is valuable given his seasoned tenure on the Board, his familiarity with the Company’s overall business, and his understanding of our corporate governance practices. This structure also allows Mr. Tedford to focus his attention on his responsibilities as CEO.

Role and Responsibilities of Independent Chairman and Presiding Independent Director

The Chairman has the authority to call meetings of the Board and presides at such meetings. The Chairman is primarily responsible for shaping Board agendas (in consultation with our CEO, Corporate Secretary, and Presiding Independent Director, if applicable) and communicates with all directors on key issues and concerns outside of Board meetings. He also presides at meetings of all non-employee directors in executive session. Each regularly scheduled Board meeting includes a non-employee director executive session. The independent Chairman, or Presiding Independent Director, as applicable, attends committee meetings, as appropriate, and acts as a conduit for contact between the CEO and the other directors. Together with the chairman of our Compensation and Human Capital Committee, the independent Chairman, or Presiding Independent Director, as applicable, also facilitates the process of evaluating the CEO’s performance and determining his compensation. The independent Chairman, or Presiding Independent Director, as applicable, also facilitates and oversees our annual Board self-evaluation process, together with our Nominating, Governance and Sustainability Committee.

Risk Oversight

Our Board of Directors believes in an effective enterprise risk management program (“ERM”). The objective of our ERM program is to identify in a timely manner the material near-term and emerging risks we face or may face in the future and communicate necessary information about those risks to senior management and, as appropriate, to the Board of Directors or its relevant committees. Additionally, our Board of Directors believes an effective ERM supports the implementation of appropriate and responsive risk management strategies and integrates risk management into our

decision-making. Our senior management has primary responsibility for managing enterprise risks and the day-to-day risks associated with our business, including strategic, operational, financial, legal, regulatory, cybersecurity and technology, environmental (including climate-related), social, governance, geopolitical, reputational, and emerging risks. We have procedures designed to identify, evaluate, monitor, manage and mitigate the major internal and external risks to our business, and to align risk-taking appropriately with our efforts to increase stockholder value.

Cybersecurity

Our Audit Committee oversees the Company's cybersecurity risks. Ms. Dvorak has a certificate in Cybersecurity Oversight from the National Association of Corporate Directors and Mr. Burton is a technology expert with experience in online fraud and cybersecurity. Both Ms. Dvorak and Mr. Burton are members of our Audit Committee.

Our Senior Vice President and Chief Information Officer and our Vice President, Global Cybersecurity, update the Audit Committee regularly regarding the status of ongoing cybersecurity initiatives and strategies. They also present information to the Audit Committee regarding management's cybersecurity risk and maturity assessments, including changes to our cybersecurity roadmap as a result of these assessments. This briefing is also posted to the full Board, which also receives quarterly updates through the Audit Committee. In accordance with the Company's policies and incident response plans, based on the severity of the incident, the Audit Committee is notified and briefed. The Board and executive management participate in cybersecurity training and conduct tabletop exercises on a periodic basis.

For further information regarding our cybersecurity risk management strategy and governance, see "Item 1C. Cybersecurity" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission ("SEC").

Governance, Social Responsibility and Environmental Sustainability

The Nominating, Governance and Sustainability Committee oversees our corporate governance policies and practices, including the Code of Conduct and corporate compliance programs and training. Mandatory Code of Conduct training is conducted annually. Areas of focus include anti-corruption and bribery as well as the importance of “speaking-up” and the Company's non-retaliation policy. It also oversees management's administration of our corporate social responsibility and environmental sustainability programs and reporting. The Nominating, Governance and Sustainability Committee receives management updates on all of these topics with briefings also posted to the full Board.

The Compensation and Human Capital Committee oversees the Company's talent management, development and inclusive culture strategies. Our Global Chief People Officer regularly updates the Compensation and Human Capital Committee on the status of the Company's culture initiatives, talent management and succession planning activities, and reviews these at least once a year with the full Board.

Committees

The Board of Directors has established the standing Committees described below, each of which operates pursuant to a written charter that is available on our website at https://ir.accobrands.com/governance/governance-documents/default.aspx. Each committee reviews its charter annually. The independence of these standing committees provides additional oversight and balance to our Board leadership structure, regardless of whether the roles of Chairman and CEO are combined or separated. The CEO does not serve on any of our standing committees.

Primary Functions

Oversees (1) the integrity of our financial statements and our accounting and financial reporting processes, (2) the independence and qualifications of our independent auditors, (3) the performance of the independent auditors and our internal audit function, and (4) our compliance with legal and regulatory requirements not specifically delegated to other Board committees. As part of its responsibilities, the Audit Committee, among other things:

Each member meets the independence standards of our Corporate Governance Principles and the NYSE and the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each member meets the financial literacy requirements of the NYSE and has been determined by the Board of Directors to be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act.

Primary Functions

Oversees compensation and benefit programs for our executive officers and other members of senior management, with a view towards attracting, motivating, and retaining high-quality leadership and compensating those individuals in a manner that is aligned with stockholder interests, consistent with competitive practices, commensurate with performance and in compliance with the requirements of appropriate regulatory bodies. Our programs also support the Company's human capital strategies related to its strategic business plans and social responsibility initiatives. As part of its responsibility, the Compensation and Human Capital Committee, among other things:

Each member meets the independence standards of our Corporate Governance Principles and the NYSE, as well as qualifies as a “non-employee director” within the meaning of Rule 16b-3 promulgated under the Exchange Act.

Primary Functions

Assists the Board of Directors in fulfilling its responsibilities to monitor and oversee the Company's financial affairs with respect to the Company's capital structure, investments, business and financing plans and policies, as well as financing requirements. The Finance and Planning Committee also evaluates specific financial proposals, plans, strategies, transactions and other initiatives. As part of its responsibility, the Finance and Planning Committee, among other things:

Each member meets the independence standards of our Corporate Governance Principles and the NYSE.

Primary Functions

Develops and oversees the Company's corporate governance policies and provides advice with respect to corporate governance, the rights and interests of stockholders and other stakeholders; oversees the Company's corporate social responsibility and environmental sustainability programs; and identifies, reviews and recommends qualified candidates for election to the Board of Directors and its committees. As part of its responsibility, the Nominating, Governance and Sustainability Committee, among other things:

Each member meets the independence standards of our Corporate Governance Principles and the NYSE.

Annual Meeting Attendance

We do not have a formal policy requiring members of the Board of Directors to attend stockholders' annual meetings, although all director nominees are currently expected to attend our live audio webcast. All of the director nominees serving on the Board of Directors at the time of the 2024 annual meeting of stockholders attended the 2024 annual meeting, which was also held virtually.

Board and Committee Self-Evaluation

The Board recognizes that a thorough, constructive self-evaluation process enhances its effectiveness and is an essential element of good corporate governance. Accordingly, the Nominating, Governance and Sustainability Committee, together with our Chairman, or Presiding Independent Director, as applicable, oversees an annual self-evaluation process to ensure that the full Board, each committee, and individual directors conduct a thorough self-assessment of performance and solicit feedback for improvement.

Evaluation topics include board meeting mechanics and content quality; board organization, composition and operation; performance of board members, including the quality and candor of board deliberations; board dynamics and culture; committee performance and director education opportunities. The Nominating, Governance and Sustainability Committee reviews and reassesses the format and effectiveness of the evaluation process each year and makes changes when considered necessary or appropriate. The purpose of the self-evaluation process is to identify ways in which to enhance the effectiveness of the Board’s and committees’ oversight of the Company’s business and financial performance and its corporate governance. Feedback on individual director performance is encouraged as part of the process.

As part of the self-evaluation process, each director completes written questionnaires developed by the Nominating, Governance and Sustainability Committee. The Chairman, or Presiding Independent Director, as applicable, receives a summary of all responses from the written questionnaires and has one-on-one discussions with each director. Each Committee Chair also receives the summary responses for his or her committee and may also have individual discussions with committee members. These results are then presented to the Board and each committee for discussion in executive session.

Compensation and Human Capital Committee Interlocks and Insider Participation

All members of the Compensation and Human Capital Committee are considered independent under our Corporate Governance Principles. None of the members of the Compensation and Human Capital Committee nor any other member of our Board of Directors served as an executive officer of another entity during 2024 for which any of our executive officers served as a director or a member of its compensation committee. None of the members of our Compensation and Human Capital Committee has a relationship with us that is required to be disclosed under Item 404 of SEC Regulation
S-K.

Stockholder Communication

The Board of Directors and management encourage communication from our stockholders. Stockholders who wish to communicate with our management should direct their communication to our CEO or the Office of the Corporate Secretary, Four Corporate Drive, Lake Zurich, Illinois 60047. Stockholders and other interested parties who wish to communicate with the non-employee or independent directors, any individual director or the Chairman of the Board should direct their communication care of the Office of the Corporate Secretary at the address above. The Corporate Secretary will forward to our Chairman any communications intended for the full Board of Directors, for the non-employee or independent directors as a group, or for the Chairman. Communications intended for an individual director will be forwarded directly to that director. If multiple communications are received on a similar topic, the Corporate Secretary may, in their discretion, forward only representative correspondence. Any communications that are unrelated to the Company or Board business or that are abusive, inappropriate or in bad taste or present safety, security or privacy concerns may be handled differently.

Executive Compensation

Compensation Discussion and Analysis

The Compensation Discussion and Analysis describes our executive compensation philosophy and programs, the compensation decisions the Compensation and Human Capital Committee has made under each program, and the considerations in making those decisions. The Compensation Discussion and Analysis focuses on the compensation of the Company's named executive officers listed below, whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement.

The following discussion contains statements regarding future plans, performance targets and/or goals. This information is disclosed in the limited context of the Company compensation programs and should not be understood to be statements of management's expectations or estimates of results or other guidance. We specifically caution investors not to apply these statements to other contexts.

Executive Summary

Our Named Executive Officers

The following executive officers are the named executive officers ("NEOs") whose compensation is discussed and disclosed in this Proxy Statement:

In addition, Mr. Boris Elisman, our former Executive Chairman, who retired from the Company on March 31, 2024, is included in the Summary Compensation Table and subsequent tables as an additional NEO on the basis that a portion of his 2023 Long-term Incentive Award was recognized on an accounting basis in 2024. A more detailed description of this stock grant and subsequent forfeiture is provided under the heading "Executive Compensation Tables - Summary Compensation Table".

2024 Financial Performance Overview

Our Business. ACCO Brands is a leading global consumer, technology and business branded products company, providing well-known brands and innovative product solutions used in schools, homes and at work. Approximately 75 percent of our 2024 sales came from brands that are in the number 1 - 3 position in the product categories in which we compete. Our top 12 brands represented approximately $1.3 billion of our 2024 net sales. Each operating segment designs, markets, sources, manufactures and sells recognized consumer, technology and business branded products used in schools, homes and at work. Product designs are tailored to end-user preferences in each geographic region, and where possible, leverage common engineering, design and sourcing. Our products are sold primarily in the U.S., Europe, Australia, Canada, Brazil and Mexico.

Our 2024 Results. In 2024, net sales were $1.67 billion, a decrease of 9.1 percent. This decline reflects softer global consumer and business demand for certain office-related product categories and weaker back-to-school purchases by our customers in the Americas segment, which was partially offset by growth in our technology accessories categories.

In 2024, we reported an operating loss of $37.0 million, compared to operating income of $44.7 million in the prior year. The decline was primarily due to higher non-cash impairment charges of $75.7 million. Adjusted operating income was $189.7 million, compared to $204.8 million in 2023. The decline in both reflects lower sales volume, partially offset by cost reduction initiatives, lower incentive compensation expense and improved product mix.

Net loss was $101.6 million, or $(1.06) per share in 2024, compared with a net loss of $21.8 million, or $(0.23) per share in 2023, primarily due to the increase in non-cash impairment charges related to goodwill and intangible assets, partially offset by lower restructuring charges. Adjusted net income was $99.2 million, compared to $105.6 million in 2023, and adjusted earnings per share were $1.02 per share compared with $1.09 per share in 2023. The decline in adjusted net income was due to lower sales and adverse foreign exchange, partially offset by cost reduction initiatives.

For additional information on our business and 2024 financial performance, please see our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC along with our Earnings Release dated February 20, 2025. Adjusted operating income, adjusted earnings per share, and adjusted net income are non-GAAP financial measures. Each non-GAAP financial measure is defined and reconciled to its most directly comparable GAAP financial measure in Appendix B "Supplemental Non-GAAP Financial Measures" of this Proxy Statement.

Impact of 2024 Company Performance on Executive Compensation

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.

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.

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.”

2024 CEO Pay Decisions

Each year, the Compensation and Human Capital Committee and the Board, with input from the Compensation and Human Capital Committee's independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), reviews the CEO’s overall compensation package. This review considers, among other things, the CEO's individual's performance, the short-term and long-term financial and strategic performance of the Company, and the relative positioning of the CEO's total compensation to the median of the Company's Peer Group.

Mr. Tedford's 2024 base salary and incentive targets as CEO were set on March 12, 2024. In setting Mr. Tedford's 2024 base salary and incentive targets, the Compensation and Human Capital Committee considered the factors noted above and Mr. Tedford's recent promotion to the CEO position in October 2023.

The Compensation and Human Capital Committee recommended, and the Board of Directors approved, the following actions related to Mr. Tedford's 2024 compensation.

Summary of Key Executive Compensation Practices

In overseeing our Company's executive compensation program, the Compensation and Human Capital Committee seeks to provide compensation for our executive officers, including our named executive officers, which is competitive within our industry, with a substantial emphasis on Company performance and stockholder returns. The following list highlights the significant executive compensation practices of the Company which the Compensation and Human Capital Committee believes are effective in aligning the interests of our executive officers with those of our stockholders, and are consistent with good corporate governance.

Discussion and Analysis

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:

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.

Role of our Compensation and Human Capital Committee

Our Compensation and Human Capital Committee is responsible for establishing, overseeing, and monitoring executive compensation and benefit programs for the Company consistent with our pay-for-performance philosophy, as well as the overall human capital strategies that support the Company's strategic business plan. At the direction of the Compensation and Human Capital Committee, management prepares presentations of total compensation, “tally sheets,” and other supporting data for the Compensation and Human Capital Committee's use when considering and determining executive compensation. The “tally sheets” provide a succinct summary of all components of each named executive officer's compensation so that the Compensation and Human Capital Committee can analyze each component, the aggregate amount of the components and the impact of Company performance on the value of both short-term and long-term incentive awards.

The Compensation and Human Capital Committee has ultimate authority with respect to all compensation actions, plans, and programs for our executive officers, other than our CEO. The Compensation and Human Capital Committee also annually reviews the total target compensation for the CEO and presents a recommendation to the Board of Directors regarding the CEO’s total cash and long-term equity incentive compensation based on this evaluation. The Compensation and

Human Capital Committee's recommended annual compensation actions are then discussed with, and approved by, the independent members of our Board of Directors, without Mr. Tedford being present.

Additional information regarding the role of our Compensation and Human Capital Committee is provided under the heading “Corporate Governance--Compensation and Human Capital Committee.”

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.

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.

Compensation Risk Assessment

Management and the Compensation and Human Capital Committee conducted a risk assessment of the Company's employee compensation programs and practices, including our executive compensation programs. The Compensation and Human Capital Committee, with assistance from Meridian, reviewed and discussed with management the results of management's evaluation of the Company's compensation programs and practices, and concluded that our employee compensation programs are not designed to incentivize or reward excessive risk-taking and have appropriate risk-mitigating provisions, including caps on incentives and a clawback policy that meets the requirements mandated by the Dodd-Frank Act and goes beyond such requirements by authorizing recoupment of incentive-based compensation from an executive officer who is engaged in willful or intentional

misconduct in connection with the performance of his or her duties. As a result, we believe the risks associated with our compensation programs are within the Company's ability to effectively monitor and manage and are not reasonably likely to have a material adverse effect on the Company. In its discussion, the Compensation and Human Capital Committee considered the attributes of our 2024 compensation program, with key elements summarized below.

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:

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.

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.

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.

2024 Target Total Direct Compensation

Annual Compensation

In establishing annual compensation, the Compensation and Human Capital Committee reviewed the relevant Peer Group base salary and annual incentive compensation data for each of the named executive officers and other relevant factors that are described below.

Base Salaries

In March 2024, the Compensation and Human Capital Committee approved the following base salaries for the named executive officers, effective date of April 1, 2024:

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.

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:

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.

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.

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:

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.

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.

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.

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.

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.

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.

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.

Retirement Benefits

In line with our overall compensation philosophy, the Company has historically aimed to provide competitive retirement benefits. In the United States, this has been done by providing retirement benefits through a combination of both tax-qualified and non-qualified defined benefit plans and tax-qualified and non-qualified defined contribution plans.

Defined Contribution - 401(k) - United States

All of the Company’s named executive officers (other than Mr. Monko) were participants in the Company’s U.S. tax-qualified 401(k) retirement savings plan during 2024. The Company’s 401(k) program matches employee contributions at 100 percent of the first six percent of eligible plan compensation. These matching contributions apply to all participating employees, including our named executive officers (other than Mr. Monko).

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.”

Defined Benefit - Pension - United States

The ACCO Brands Corporation Pension Plan for U.S. salaried and hourly employees (the “ACCO U.S. Pension”) was frozen in the first quarter of 2009. None of the current NEOs participate in the ACCO U.S. Pension.

Retirement Plans - Poland

Mr. Monko is entitled to a pension benefit under the Company's Polish broad-based defined benefit pension plan upon retirement on or after age 65, and he participates in Polish Private Employee Capital Plan, known as a PPK, which is a private long-term saving system established by the Polish government. The amount of benefits provided to Mr. Monko in the form of PPK employer contributions is included in the “All Other Compensation” column of the 2024 Summary Compensation Table and related footnotes. More information is provided under the heading “Executive Compensation Tables--2024 Summary Compensation Table” and “Executive Compensation Tables--Pension Benefits.”

Health and Other Benefits

The employee medical and welfare benefits provided to executive officers are offered through broad-based plans available to all employees in the given geography.

Perquisites

The Compensation and Human Capital Committee approved a limited number of low-cost perquisites for executive officers, which are either legacy in nature, or the perquisite is a common practice in a given geography. The costs to the Company and a description of personal benefits provided to our named executive officers are included in the “All Other Compensation” column of the 2024 Summary Compensation Table and related footnotes.

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.

Executive Stock Ownership Guidelines

To further align executive officers' interests with those of our stockholders, the Company maintains the following stock ownership guidelines, which apply to all executive officers. Executives must attain the level of stock ownership appropriate to their position as a multiple of base salary or a number of shares, whichever is lower.

Executive officers are generally expected to achieve their respective ownership goals within five years of becoming an officer. If an executive is promoted to a higher level requiring greater stock ownership, he or she has five years from the date of such promotion to achieve the new level. All executive officers either attained or are on track to attain the requirements of the guidelines within the required time frame.

Shares that count towards ownership targets include shares owned directly, in joint accounts or by a spouse or dependent child(ren); shares held through Company retirement plans; shares beneficially-owned through a trust or similar estate planning device; vested and unvested restricted stock units (RSUs), including dividend equivalents; and earned performance stock units (PSUs), including dividend equivalents. Attainment is achieved at either the lower of a multiple of salary or a number of shares, which the Compensation and Human Capital Committee believes reduces the impact of stock price volatility.

Following the vesting of PSUs or RSUs, or the exercise of stock options, executive officers who have not yet met their applicable stock ownership goals (in number of shares or value) are expected to retain at least 50 percent of the net value of shares of stock received (e.g., the net value after deduction of the exercise price and all applicable tax and other required withholding). Subject to the Company’s insider-trading policy, an executive officer may reduce his or her share ownership so long as his or her ownership is maintained at or above the required ownership levels.

The Compensation and Human Capital Committee has the discretion to remedy any deficiency if ownership goals are not met on a timely basis. Remedies may include providing a portion of annual incentive awards in Company stock or similar actions. The Compensation and Human Capital Committee may also consider other factors, including general equity market conditions and the Company’s then-current stock price when determining the need for any remedies.

Prohibitions on Hedging, Pledging and Similar Transactions

Hedging and similar monetization transactions by directors and employees, including executive officers, which may offset or protect against decreases in the market price of our Company stock, can lead to a misalignment between the objectives of these individuals and the objectives of our stockholders. Similarly, stock pledges by directors and executive officers could detrimentally impact our stockholders if they are used as part of a hedging strategy or in the event of a forced sale of our stock, such as to meet a margin call. Accordingly, under our insider trading policy:

Our insider trading policy does not provide for exceptions or waivers to these prohibitions.

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 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.

Compensation and Human Capital Committee Report

The Compensation and Human Capital Committee oversees the compensation programs of the Company on behalf of the Board of Directors. In fulfilling its oversight responsibilities, the Compensation and Human Capital Committee reviewed and discussed with management of the Company the Compensation Discussion and Analysis included in this Proxy Statement.

In reliance on the review and discussions referred to above, the Compensation and Human Capital Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, and in this Proxy Statement.

Members of the Compensation and Human Capital Committee:

Pradeep Jotwani (Chairperson)

Graciela I. Monteagudo

Joseph B. Burton

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

Executive Compensation Tables

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.

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.