Mark Rajkowski
About E. Mark Rajkowski
Independent Chairman of the Board at ACCO Brands. Age 66; director since 2012. Former CFO at Xylem Inc. (2016–2020) and MeadWestvaco (2004–July 2015). Currently serves as a director of Orbia Advance Corporation, S.A.B. de C.V. . As independent Chairman (appointed after March 31, 2024), he presides at Board and executive sessions, shapes agendas, facilitates CEO evaluation/comp, and supports the annual Board self-evaluation process .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Xylem Inc. | Senior Vice President & Chief Financial Officer | March 2016–December 2020 | Public-company CFO experience; financial leadership |
| MeadWestvaco (MWV) | Senior Vice President & Chief Financial Officer | 2004–July 2015 | Public-company CFO experience; historical related-party context with ACCO post Mead C&OP transaction (see Red Flags) |
| ACCO Brands (historical service) | Audit Committee member; Audit Committee Financial Expert (2018 proxy) | Prior service | Determined “audit committee financial expert” by Board (2018) |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Orbia Advance Corporation, S.A.B. de C.V. | Director | Current | Global building/infrastructure, data communications, irrigation, and chemical solutions company |
Board Governance
- Current role: Independent Chairman (appointed after Executive Chairman’s retirement on March 31, 2024) .
- Responsibilities include presiding at Board meetings and executive sessions of non-employee directors; shaping agendas; attending committee meetings as appropriate; facilitating CEO evaluation/compensation and the annual Board/committee self-evaluation with NG&S Committee .
- Committee assignments: None listed for 2025 (committee rosters exclude him); prior year membership included Compensation & Human Capital Committee (2024) .
- Independence: Board determined all directors other than CEO are independent; Rajkowski listed as independent and Chairman .
- Attendance and engagement:
- Board meetings in 2024: 8; each director-nominee attended >85% of Board and relevant committee meetings .
- Executive sessions: non-employee director executive session at each regularly scheduled Board meeting and governance highlights .
- Shareholder Say‑on‑Pay signal (governance context): 97.8% approval at 2024 annual meeting (on 2023 NEO pay) .
Fixed Compensation (Director)
| Component | Policy Level | 2024 Actual – Rajkowski |
|---|---|---|
| Annual cash retainer (non-employee director) | $105,000 | Included within fees below |
| Independent Chairman additional retainer | $100,000 | Included within fees below (pro-rated by service) |
| Committee chair retainers (if applicable) | Audit $25,000; Comp & HC $20,000; NG&S $15,000; Finance $15,000 | N/A in 2024 for Rajkowski (not listed as chair) |
| Meeting fees | None | — |
| All other (charitable match) | Up to $5,000 | $5,000 |
| Fees earned or paid in cash (2024 actual) | — | $176,126 (reflects policy rates and pro‑ration) |
Notes: Policy levels are full‑year; Rajkowski’s actual cash fees reflect timing of his assumption of Independent Chairman duties in 2024 .
Performance Compensation (Director)
| Equity Element | Policy/Structure | 2024 Actual – Rajkowski |
|---|---|---|
| Annual equity grant | $125,000 fair value, in deferred RSUs or common stock (RSUs required until ownership guideline met) | $125,000 grant-date fair value |
| Grant timing | Typically at annual meeting; pro‑rated for off‑cycle appointments | Annual program disclosure |
| Vesting | RSUs vest at earlier of 1‑year from grant or next annual meeting; settlement deferred to within 30 days after Board service ends | Director equity program terms |
| Dividend equivalents | Credited as additional RSUs, paid only if underlying RSUs vest | Program terms |
Other Directorships & Interlocks
- Current public board: Orbia Advance Corporation, S.A.B. de C.V. (Director) .
- Compensation Committee Interlocks: Company discloses no interlocks or insider participation for Compensation & Human Capital Committee in 2024 .
Expertise & Qualifications
- Deep financial executive background (CFO at Xylem and MeadWestvaco) .
- Determined “audit committee financial expert” during prior Audit Committee service (2018) .
- Board skills matrix identifies broad experience across financial, corporate strategy and risk oversight (see Board skills table, Rajkowski row) .
Equity Ownership
| Item | Value |
|---|---|
| Beneficially owned common shares | 58,169 (includes 29,537 owned by spouse) |
| RSUs counted as beneficial (vested or vesting within 60 days) | 199,635 |
| Total beneficial (SEC definition) | 257,804; less than 1% of outstanding shares (92,265,603 at 3/1/2025) |
| Director ownership guideline | 5x annual cash retainer within five years; RSUs count toward guideline |
| Compliance status | All directors met or are on track as of 12/31/2024 |
| Hedging/pledging | Prohibited for directors and executive officers |
Governance Assessment
- Strengths/signals supporting investor confidence:
- Independent Chairman structure with clear responsibilities and regular executive sessions; majority‑independent Board and fully independent key committees .
- Strong attendance record (>85%) and robust ownership alignment via 5x retainer guideline; hedging/pledging prohibitions .
- Director pay mix emphasizes equity (deferred RSUs), aligning with long‑term performance; transparent program with no meeting fees and modest charitable match .
- Shareholder support: 97.8% Say‑on‑Pay approval in 2024 (context on Board’s engagement and compensation oversight) .
- RED FLAGS / monitoring items:
- Historical related‑party exposure due to MeadWestvaco ties (ACCO purchased coated paper products from MWV in 2013–2015), but Audit/Board reviewed and concluded independence not impaired; TSA terminated in early 2014; transactions were immaterial relative to revenues .
- Director tenure is long (since 2012), which can raise refreshment questions, though the company discloses refreshment policy and active skills/tenure balance .
- Compensation structure context:
- Cash retainer increased to $105,000 (from $95,000 in 2022/2023); equity grant remains $125,000; Independent Chairman retainer $100,000—supports role’s workload while maintaining equity alignment .
Data Appendices
Director Compensation – 2024 (ACCO non-employee directors)
| Name | Fees Earned ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| E. Mark Rajkowski | 176,126 | 125,000 | 5,000 | 306,126 |
Policy detail: Annual cash retainer $105,000; Independent Chairman additional $100,000; annual equity grant $125,000 fair value; no meeting fees .
Beneficial Ownership (as of March 1, 2025)
| Holder | Shares | Options (exercisable ≤60 days) | RSUs (vested/vesting ≤60 days) | Total | % |
|---|---|---|---|---|---|
| E. Mark Rajkowski | 58,169 | 0 | 199,635 | 257,804 | <1% (out of 92,265,603 shares) |
Committee Rosters (2024 activity context and current snapshot)
- 2024 Compensation & Human Capital Committee membership included Rajkowski (member); Chair: Pradeep Jotwani .
- 2025 committee rosters show Rajkowski not listed on standing committees; he functions as Independent Chairman .
Attendance and Meetings
- Board meetings in 2024: 8; each director nominee attended >85% of Board and applicable committee meetings .
- Executive sessions held at each regularly scheduled Board meeting .
Related-Party Transactions (historical reference)
- 2013–2015: Purchases of coated paper products from MWV after acquisition of Mead C&OP business; Board/Audit concluded independence not impaired; TSA terminated in Q1 2014; amounts immaterial vs. revenues .