Kathleen Dvorak
About Kathleen S. Dvorak
Independent director of ACCO Brands since 2010; age 68. Former EVP & CFO of Richardson Electronics (2007–Aug 2015) and previously SVP & CFO of Essendant (United Stationers). Holds a National Association of Corporate Directors Cybersecurity Oversight certificate; designated an Audit Committee Financial Expert. Committee assignments: Chair of Finance & Planning; member of Audit; Board has affirmed her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Richardson Electronics, Ltd. | Executive Vice President & Chief Financial Officer | 2007–Aug 2015 | Senior finance leadership, global engineered solutions provider |
| Essendant Inc. (formerly United Stationers Inc.) | Senior Vice President & Chief Financial Officer | Prior to 2007 (dates not disclosed) | CFO experience at office products distributor |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | Proxy biography lists other public boards in last five years where applicable; none listed for Dvorak |
Board Governance
- Independence: Board affirms all non-employee directors (including Dvorak) are independent under NYSE and company criteria .
- Attendance: Board met 8 times in 2024; each director nominee attended >85% of Board and committee meetings .
- Executive sessions held at each regularly scheduled quarterly Board meeting; independent Chairman structure in place .
- Cyber oversight: Audit Committee oversees cybersecurity; Dvorak holds NACD cyber oversight certificate and serves on Audit .
| Committee | 2024 Meetings | Role |
|---|---|---|
| Audit | 8 | Member; Board determined all Audit members are “audit committee financial experts” |
| Finance & Planning | 5 | Chair |
| Board of Directors | 8 | Director; >85% attendance for all nominees |
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $116,126 |
| Stock Awards (RSUs grant-date fair value) | $125,000 |
| All Other Compensation | $0 (none reported) |
| Total | $241,126 |
- Policy: Annual cash retainer $105,000; Committee chair retainers: Audit $25,000, Compensation & Human Capital $20,000, Nominating/Governance/Sustainability $15,000, Finance & Planning $15,000; no meeting fees; retainers paid quarterly .
Performance Compensation
Director equity is time-based and alignment-focused (not performance-contingent).
| Equity Component | Grant Value | Grant Timing | Vesting | Settlement | Dividend Equivalents |
|---|---|---|---|---|---|
| Annual RSU or common stock grant | $125,000 fair market value | Typically at annual meeting | RSUs vest in full on earlier of first anniversary or next annual meeting, subject to accelerated vesting in certain events | Deferred; payable within 30 days after conclusion of Board service | RSUs credited with additional units for any dividends |
- Equity grant form: Until stock ownership guideline met, grants must be deferred RSUs; afterward, directors may elect unrestricted stock or deferred RSUs annually .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflict |
|---|---|---|---|
| None disclosed | — | — | Company reports no Compensation Committee interlocks or related Item 404 relationships for committee members; Dvorak is not on that committee |
Expertise & Qualifications
- Public company CFO experience (Richardson Electronics; Essendant/United Stationers) .
- NACD Cybersecurity Oversight certificate; Audit Committee cybersecurity oversight experience .
- Board-designated Audit Committee Financial Expert; meets NYSE financial literacy requirements .
- Finance, capital structure, and strategic planning oversight as Finance & Planning Chair .
Equity Ownership
| Ownership Element | Quantity/Status |
|---|---|
| Restricted Stock Units (RSUs) outstanding at 12/31/2024 (vested + unvested, settlement deferred) | 216,819 |
| Director Stock Ownership Guideline | Required to hold ≥5× annual cash retainer within 5 years; as of 12/31/2024, all directors either met or are on track |
| Hedging/Pledging of Company Stock | Prohibited for directors (hedging, pledging, short sales) |
Governance Assessment
-
Positives:
- Independent director with deep CFO credentials; Audit Committee financial expert and cyber oversight certification—strong for audit, controls, and risk oversight .
- Chairs Finance & Planning, overseeing capital structure, financing, M&A, hedging policies; alignment with deleveraging and capital allocation priorities .
- High attendance and robust governance practices (independent Chairman; executive sessions; anti-hedging/pledging; director ownership guidelines) support investor confidence .
- Director equity fully deferred until end of service, enhancing long-term alignment; significant RSU balance signals “skin in the game” .
-
Watch items / RED FLAGS:
- Long tenure (director since 2010) may prompt refreshment considerations over time; Board policy caps nominations post-74th birthday absent Board determination; Dvorak age 68, within policy window .
- No specific conflicts or related-party transactions disclosed; Audit Committee retains oversight of related-party approvals (monitoring remains prudent) .
-
Shareholder context:
- Recent say‑on‑pay support of 97.8% suggests broad shareholder alignment with compensation governance (company-wide signal) .