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

ACCO BRANDS Corp (ACCO)

DEF 14A 2025-03-28 For: 2025-03-28

View Original

Added on June 12, 2026

About this DEF 14A

ACCO BRANDS Corp filed this DEF 14A on March 28, 2025.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Notice of 2025 Annual Meeting of Stockholders	Date & Time:	Tuesday, May 20, 2025
	Location:	Virtual at : http://www.viewproxy.com/ACCO/2025
	Record Date:	March 24, 2025


Items of Business		Board Recommendation
1	To elect nine directors identified in this Proxy Statement for a term expiring at the 2026 Annual Meeting.	FOR each nominee
2	To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2025.	FOR
3	To approve, by non-binding advisory vote, the compensation of our named executive officers.	FOR
4	To approve an amendment to the ACCO Brands Incentive Plan to increase the number of shares available for future grant.	FOR
5	To consider such other business as may properly come before the meeting or any adjournment or postponement thereof.	FOR


Proxy Statement Summary		Executive Compensation
2	Company Highlights	30	Compensation Discussion and Analysis
3	Director Nominees	52	Compensation and Human Capital Committee Report
4	Corporate Governance Highlights	53	Executive Compensation Tables
4	Compensation Highlights	63	CEO Pay Ratio
		63	Pay Versus Performance

Board of Directors
7	Board Composition	Proposals
8	Director Qualifications and Nomination Process	68	Proposal 1 - Election of Directors
10	Director Nominees	69	Proposal 2 - Ratification of the Appointment of our Independent Registered Public Accounting Firm
15	Director Compensation	72	Proposal 3 - Advisory Vote on Executive Compensation
		73	Proposal 4 - Approve an Amendment to the 2022 ACCO Brands Corporation Incentive Plan
Corporate Governance
19	Director Independence	Additional Information
20	Board Leadership Structure	89	Questions and Answers about this Proxy Statement
20	Risk Oversight	94	Certain Information Regarding Security Holders
23	Committees	96	Submission of Stockholder Proposals and Nominations
28	Stockholder Communication	98	Cautionary Statement Regarding Forward-Looking Statements
		99	Appendix A: Second Amendment to 2022 ACCO Brands Corporation Incentive Plan
		101	Appendix B: Supplemental Non-GAAP Financial Measures


Filed by the Registrant ☒			Filed by a party other than the Registrant ☐


2025 Proxy Statement and Notice of Annual Meeting of Stockholders


2024 Company Highlights	2
Director Nominees	3
Corporate Governance Highlights	4
Compensation Highlights	4


	2024 Achievements
• Enhanced our $60 million multi-year cost reduction program, bringing total to $100 million • Realized approximately $25 million in cost savings in 2024, optimizing our fixed cost structure • Gross margin expanded 70 basis points due to improved productivity and mix • SG&A costs down 7% versus the prior year		• $28 million in dividends paid • $15 million in share repurchases • Reduced net debt by $94 million • Ended the year at a consolidated leverage ratio of 3.4x • Successfully refinanced bank credit facilities, extending maturity date from 2026 to 2029


				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


Board of Directors and Committees		Stockholder Interests
☑	Declassified Board of Directors - all directors elected annually	☑	Majority voting standard for election of directors in uncontested elections
☑	Independent Chairman	☑	No rights or “poison pill” plan
☑	89 percent of our director nominees are independent	☑	Stock ownership guidelines which apply to all executive officers and directors
☑	Fully independent Audit Committee, Compensation and Human Capital Committee and Nominating, Governance and Sustainability Committee	☑	Hedging, pledging and short sales of Company stock are prohibited
☑	Executive sessions of non-employee directors held at each regularly scheduled quarterly board meeting	☑	Annual vote to ratify independent auditors
☑	All directors attended over 85 percent of Board and committee meetings held in 2024	☑	Annual stockholder vote on executive compensation programs


☑	Incentive plan outcomes are aligned with business performance
☑	Annual and long-term incentive metrics focused on key business strategies and stockholder value creation
☑	Stock ownership requirements for executive officers


☑	Clawback policy to recoup incentive compensation, including equity awards that are subject to time-based or performance-based conditions
☑	Incentive compensation plan and practices include good corporate governance features such as: • Multi-year vesting requirements on equity incentives • Dividend equivalents payable only if underlying grant vests • No liberal share recycling • No stock option repricing, cash buyouts, or discounted stock options • No hedging, pledging and short sales of Company stock
☑	Double-trigger change-in-control provisions in executive severance and equity incentive plans
☑	No excise tax gross-up on executive severance plan payments
☑	No employment agreements for U.S.-based executive officers


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


	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	•		•	•	•				•


Director Independence		Average Tenure


		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


		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)


		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


		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


		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


		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)


		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


		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


		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


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


		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


Committee Risk Oversight Responsibilities
Audit Committee	• Financial Reporting and Internal Controls--Includes financial risks associated with the preparation of the Company's financial statements and financial compliance activities (including the adequacy of internal control over financial reporting and disclosure controls and procedures). Oversees the Company's Vice President of Internal Audit regarding internal audit engagements and findings • Cyber Security, Information System Security and Data Integrity • Disaster Recovery / IT Continuity and Preparedness / Business Continuity • Litigation and Claims--Includes risks relating to pending litigation, claims and regulatory matters
Compensation and Human Capital Committee	• Executive Compensation--Includes ensuring that the structure of our executive compensation programs provides incentives that appropriately reward executives for executing our corporate strategy and growing stockholder value, has appropriate governance controls, and does not encourage excessive risk taking • Acquisition and Maintenance of Human Capital--Includes risks related to the Company's succession planning and talent development programs • Social--Includes risks related to the Company's social sustainability activities, such as pay equity, diversity, and employee engagement
Nominating, Governance and Sustainability Committee	• Environmental and Governance--Includes the Company's environmental, and governance risks, including climate-related risks • Legal, Regulatory and Compliance


Finance and Planning Committee	• Capital Structure and Financing--Oversees financial risks with respect to the Company's capital structure, investments, use of derivatives and hedging instruments, currency exposure, retirement plans, financial resiliency, and other business and financing plans and policies • Macroeconomic Conditions • Manufacturing and Supply Chain--Includes financial and geopolitical risks


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%


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.


Topic		Best Practice
	Pay-for-Performance	A significant portion of each of our executive officer's compensation is variable and at risk, with actual amounts paid based on performance.
	Target Compensation at Peer Group Market Median	The Compensation and Human Capital Committee typically targets total compensation at the median of our Peer Group. Actual pay may be greater than or less than median based upon experience, impact, and performance of individual executives. The Peer Group is periodically reviewed and approved by the Compensation and Human Capital Committee, with recommendations from Meridian.
	Variety of Performance Measures	Our short-term and long-term incentive compensation programs use a variety of complementary measures so executive officers do not focus on one measure at the expense of other measures.
	Award Caps	To encourage executive officers to focus equally on short-term and long-term performance goals, our short-term incentive compensation program provides a maximum payout of 185 percent of the target payout and our long-term incentive compensation program provides a maximum payout of 200 percent of the target payout, both of which are aligned with market norms.
	Annual Review Relative to Peer Group	The Compensation and Human Capital Committee reviews short-term and long-term incentive plan design, performance, and payouts relative to the plan design, performance and payouts of our Peer Group companies on an annual basis.
	Minimum Vesting	Full-value equity awards are generally subject to either three-year service-based vesting or three-year performance-based vesting.
	Limited Perquisites	The Company provides only limited perquisites to its executive officers.
	Double-Trigger Change-in-Control Provisions	Both a change-in-control and an involuntary termination of employment or termination by executive for “good reason” must occur to receive cash severance payment in connection with a change-in-control. No automatic vesting of equity awards upon a change-in-control. Both a change-in-control and an involuntary termination of employment or termination by executive for “good reason” must occur for equity awards to vest.
	No Change-in-Control Tax Gross-Ups in Executive Severance Plan	No excise or income tax gross-up provision included in the executive severance plan.
	Clawback or Forfeiture of Incentive Payments Policy	The Company has a policy to recoup incentive-based compensation paid or payable to executive officers if the payment was based on financial results that were subsequently restated (regardless of whether the officer was responsible for the restatement). The Company’s policy goes beyond the requirements of the Dodd-Frank Act by also authorizing the recoupment of incentive-based compensation in cases of willful or intentional misconduct by an executive officer in connection with the performance of his or her duties.


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.


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.


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.


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.


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


Name and Principal Position		Prior Base Salary(1)	New Base Salary	% Change
Thomas W. Tedford President and Chief Executive Officer		$850,000	$900,000	5.88%
Deborah A. O'Connor Executive Vice President and Chief Financial Officer		$562,680	$590,814	5.00%
Cezary Monko(2) Executive Vice President and President, International		$619,473	$657,880	6.20%
Patrick H. Buchenroth(3) Executive Vice President and President, Americas		$531,484	$584,633	10.00%
Pamela R. Schneider Senior Vice President, General Counsel and Corporate Secretary		$519,149	$532,127	2.50%

(1)	The prior base salary for all named executive officers was the base salary in effect on January 1, 2024.
(2)	Mr. Monko's prior base salary and new base salary are shown in U.S. dollars, converted from Polish Zloty using the December 2024 month-end rate of 0.2435.
(3)	Mr. Buchenroth's increase of 10%, in addition to being performance-based, is in recognition of his assumption of responsibilities for the Americas operating segment that significantly increased the scope of his responsibilities.


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.