Deborah O'Connor
About Deborah O'Connor
Deborah A. O’Connor is Executive Vice President and Chief Financial Officer (CFO) of ACCO Brands and a named executive officer for 2022–2024 . ACCO’s 2024 performance framework tied NEO pay to adjusted operating income, net sales, working capital efficiency, and strategic measures, with O’Connor’s 2024 annual incentive paying at 69.4% of target ($303,659 vs. $437,865 target) amid net sales of $1.67B, adjusted operating income of $189.7M, and a three‑year TSR that left a $100 investment at $70.60 in 2024 versus $126.82 for the peer index . ACCO’s 2024 Say‑on‑Pay received 97.8% support, and the compensation program features double‑trigger CIC protection, no option repricing, robust clawback, and strict hedging/pledging prohibitions .
Past Roles
- Not disclosed in the 2025 proxy statement for Deborah A. O’Connor .
External Roles
- Not disclosed in the 2025 proxy statement for Deborah A. O’Connor .
Fixed Compensation
2024 pay positioning and key elements
- Base salary increased to $590,814 effective April 1, 2024 (prior $562,680; +5.0%) .
- Target annual incentive: 75% of salary; 2024 target award opportunity $437,865 .
- Perquisites/benefits: company 401(k) contribution $20,700; other perquisites $9,494; total “All Other Compensation” $30,194 in 2024 .
Multi‑year compensation summary (NEO disclosures)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 394,615 | 556,574 | 583,240 |
| Stock Awards (grant‑date FV) | 800,139 | 637,264 | 911,837 |
| Non‑Equity Incentive (AIP) | 51,349 | 366,967 | 303,659 |
| All Other Compensation | 23,363 | 28,929 | 30,194 |
| Total | 1,498,421 | 1,589,735 | 1,828,929 |
Performance Compensation
Annual Incentive Plan (AIP) – 2024 design and outcome
AIP metrics for O’Connor (company‑level): adjusted operating income (40%), net sales (20%), working capital efficiency (20%), strategic measures (20%) . 2024 payouts were based on single full‑year measurement; strategic measures paid at 66.7% after the Committee’s assessment .
| AIP Element | Weight | Target | 2024 Performance Achieved | Payout Notes |
|---|---|---|---|---|
| Adjusted Operating Income | 40% | $182.46 (in $MM) | 78.5% of target | Informs overall 69.4% payout |
| Net Sales | 20% | $1,788.55 (in $MM) | 32.6% of target | |
| Working Capital Efficiency | 20% | 24.7% | 90.5% of target | |
| Strategic Measures | 20% | 100% | 66.7% | Committee/Board assessment |
| AIP Target ($) | $437,865 | |||
| AIP Actual ($) | $303,659 (69.4% of target) |
Company performance context for 2024: net sales $1.67B; adjusted operating income $189.7M; GAAP net loss $(101.6)M; adjusted EPS $1.02 .
Long‑Term Incentives (LTIP)
2024 program mix and metrics
- NEO LTIP mix: 60% PSUs / 40% RSUs (no stock options) .
- 2024–2026 PSU metrics: Adjusted EPS (50%), Free Cash Flow (30%), Adjusted Gross Margin % (20%); TSR modifier ±20% vs. peer group; vest 12/31/2026 .
- Equity grant policy avoids MNPI timing; awards granted post earnings; no option repricing; no options granted to NEOs in 2024 .
Key outcomes and awards
- 2022–2024 PSUs vested at 11.2% of target after TSR modifier (14.0% on financials × 80% TSR modifier); O’Connor received 8,575 shares (incl. dividend equivalents) .
- 2024 grants to O’Connor: RSUs 82,090 (grant‑date FV $440,002) and two PSU tranches (targets 41,045 and 40,307 shares; grant‑date FVs $237,651 and $234,184) .
| LTIP Detail | O’Connor |
|---|---|
| 2024 RSU grant | 82,090 units; grant‑date FV $440,002 |
| 2024 PSU targets | 41,045 units (yr‑specific tranche) ; 40,307 units (yr‑specific tranche) |
| PSU structure (2024–2026) | EPS 50%, FCF 30%, Adj. Gross Margin % 20%; TSR modifier ±20%; vest 12/31/2026 |
| 2022–2024 PSU result | 11.2% of target; 8,575 shares to O’Connor (incl. dividends) |
Equity Ownership & Alignment
Beneficial ownership and guidelines
- Beneficial ownership (as of Mar 1, 2025): 0 common shares; 73,383 options exercisable within 60 days; total 73,383; <1% of shares outstanding .
- Executive stock ownership guideline for CFO: lesser of 125,000 shares or 3× base salary; executives either met or are on track to meet guidelines .
- Hedging, pledging, and short sales by executives are prohibited .
- Clawback policy allows recoupment for restatements and willful/intentional misconduct; applies to cash and equity incentives .
Outstanding equity and vesting (12/31/2024)
| Award | Units Outstanding | Market Value at $5.25 | Vesting/Terms |
|---|---|---|---|
| RSUs (3/12/2024 grant) | 86,675 | $455,046 | Vest 3/12/2027 |
| RSU (hire grant 5/2/2022) | 38,335 | $201,260 | Vest 5/2/2025 |
| PSUs (2024–2026 at target) | 130,013 | $682,569 | Vest 12/31/2026 if earned |
| PSUs (2023–2025 at target) | 133,176 | $699,174 | Vest 12/31/2025 if earned |
| Options (5/2/2022) | 73,383 exercisable; 36,691 unexercisable; $7.23 strike | — | Expire 5/2/2032 |
Shares acquired on vesting in 2024 (supply/overhang indicator): O’Connor received 8,575 vested shares (from RSUs/PSUs) valued at $45,019; there were no option exercises in 2024 .
Employment Terms
Executive Severance Plan (ESP) and change‑in‑control (CIC)
- No individual U.S. employment agreement; CFO participates in ACCO’s ESP .
- Involuntary termination (no cause): 21 months of base salary + 1× target bonus; benefits continuation; outplacement .
- CIC termination (double‑trigger): 2.25× base salary + 2.25× target bonus + pro‑rata bonus; no excise tax gross‑ups; “best‑net” approach under IRC 4999 .
- Equity treatment: double‑trigger vesting on replacement awards; if not replaced at CIC, RSUs/PSUs vest at target and options become exercisable .
Estimated payouts for O’Connor (as of 12/31/2024)
| Scenario | Cash Severance | AIP (current year) | Benefits/401(k)/Outplacement | RSUs Value | PSUs Value | Total |
|---|---|---|---|---|---|---|
| Termination without cause | $1,477,035 | $303,659 | $84,242 (benefits $24,242; 401(k) $0; outplacement $60,000) | $178,881 | $0 | $2,043,817 |
| CIC + qualifying termination | $2,326,330 | $303,659 | $138,743 (benefits $31,168; 401(k) $46,575; outplacement $60,000) | $1,122,434 | $1,434,190 | $5,324,357 |
| Death | $0 | $303,659 | $0 | $1,122,434 | $694,272 | $2,120,365 |
| Disability | $0 | $303,659 | $0 | $1,122,434 | $694,272 | $2,120,365 |
Clawback and trading policies
- Clawback applies to incentive compensation for restatements and willful/intentional misconduct .
- Hedging, pledging, short sales prohibited for directors and executive officers .
Performance Compensation Details
AIP metric framework (definitions and rationale)
| Metric | Definition | Rationale |
|---|---|---|
| Adjusted Operating Income | GAAP operating income adjusted for restructuring, impairments, transaction/integration costs, incentive comp, other non‑comparable items | Profitability focus aligned with shareholder returns |
| Net Sales | Net trade sales per GAAP | Drives revenue growth |
| Working Capital Efficiency | 13‑month average net working capital ÷ 2024 net sales (budgeted FX) | Cash generation and efficiency |
| Strategic Measures | Qual/quantitative strategic objectives (growth, cost savings, reorganization, NPD, ESG) | Critical strategic priorities |
PSU framework (2024–2026)
| Metric | Weight | Purpose |
|---|---|---|
| Adjusted EPS | 50% | Long‑term profitability growth |
| Free Cash Flow | 30% | Funding dividends, debt reduction, buybacks, M&A |
| Adjusted Gross Margin % | 20% | Profitable mix/value‑add growth |
| Relative TSR Modifier | ±20% | Sharpen stockholder alignment |
Compensation Structure Analysis
- Shift away from options: ACCO ceased granting options in 2023; 2024 NEO LTIP was all PSUs/RSUs (multi‑year vesting, no repricing) .
- Pay‑for‑performance linkage: 2024 AIP paid below target (69.4%) reflecting underperformance on net sales despite better working capital efficiency; PSUs incorporate multi‑year financials and relative TSR .
- Governance: double‑trigger CIC, no excise tax gross‑ups, strict ownership guidelines (CFO 3× salary or 125k shares), hedging/pledging bans, robust clawback, strong Say‑on‑Pay (97.8%) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: 97.8% of votes cast in favor of 2023 NEO compensation .
Equity Ownership & Alignment (snapshot)
| Item | Detail |
|---|---|
| Beneficial ownership | 0 common shares; 73,383 options exercisable within 60 days; total 73,383; <1% ownership |
| Guideline | 3× salary or 125,000 shares for CFO; executives met/on track |
| 2024 vesting realized | 8,575 shares; $45,019 value |
| Prohibitions | No hedging/pledging/short sales |
Risk Indicators & Red Flags
- No hedging/pledging; no option repricing; no CIC tax gross‑ups; robust clawback; double‑trigger CIC vesting; insider trading policy .
- Related‑party transactions: none meeting disclosure thresholds in 2024 .
Investment Implications
- Alignment: O’Connor’s pay mix (AIP tied to AOI/sales/WCE and PSUs tied to EPS/FCF/margins with TSR modifier) supports multi‑year value creation and cash discipline; strong governance reduces shareholder risk .
- Execution risk: 2024 AIP below target (69.4%) driven by weak net sales (32.6% of target), despite solid WCE (90.5%) and cost actions—implies near‑term topline recovery is a key lever for upside in incentive realization .
- Overhang and selling pressure: Meaningful unvested RSUs/PSUs with scheduled vesting in 2025–2027 (and prior‑year PSU vesting at just 11.2%) suggest future share issuance will be paced by performance/vesting dates rather than near‑term selling, aided by ownership guidelines and trading restrictions .
- Governance support: High Say‑on‑Pay (97.8%) and cessation of options (favoring RSUs/PSUs) point to shareholder‑friendly design; double‑trigger CIC and no gross‑ups cap change‑in‑control risk .