Pamela Schneider
About Pamela Schneider
Pamela R. Schneider serves as Senior Vice President, General Counsel and Corporate Secretary of ACCO Brands, and is included among the named executive officers (NEOs) in the company’s 2025 proxy . Company performance during her latest disclosed compensation year (FY2024) saw net sales of $1.67B, adjusted operating income of $189.7M, adjusted EPS of $1.02, and a net loss per share of $(1.06); executive incentives reflected this with 2024 AIP payouts at 69.4% of target for Schneider, and 2022–2024 PSUs earning only 11.2% of target after a sub‑25th percentile relative TSR modifier .
Past Roles
| Organization | Role | Years (disclosed in filings) | Strategic impact |
|---|---|---|---|
| ACCO Brands Corporation | Senior Vice President, General Counsel and Corporate Secretary | 2015, 2016, 2019, 2020, 2022, 2024–2025 (appears as signatory and officer in SEC filings) | Corporate legal oversight; signatory on SEC filings and governance materials |
External Roles
- No external public-company directorships for Schneider are disclosed in ACCO’s 2025 proxy .
Fixed Compensation
| Metric | FY2024 | Notes |
|---|---|---|
| Base salary ($) | 528,633 | Actual salary earned in 2024 |
| Prior base → new base (effective 4/1/2024) ($) | 519,149 → 532,127; +2.5% | Committee-approved adjustment |
| Target AIP as % of salary | 60.0% | Maximum AIP 111.0% of salary |
| Target AIP $ opportunity | 317,340 | Calculated on actual salary earned |
| Actual AIP payout ($) | 220,076; 69.4% of target | Company performance driven outcome |
| All other compensation ($) | 36,759 | Includes $20,700 401(k) contributions and $16,059 perquisites (LTD/Life premiums, etc.) |
| Total compensation ($) | 1,389,608 | Salary + equity + AIP + other |
Performance Compensation
| AIP Metric | Weight | 2024 Target | Actual vs Target | Payout component |
|---|---|---|---|---|
| Adjusted Operating Income (Company) | 40% | $182.46mm | 78.5% | Contributes to 69.4% overall payout |
| Net Sales (Company) | 20% | $1,788.55mm | 32.6% | Contributes to 69.4% overall payout |
| Working Capital Efficiency (Company) | 20% | 24.7% | 90.5% | Contributes to 69.4% overall payout |
| Strategic measures (ESG, cost savings, NPD) | 20% | Qualitative targets | 100% achieved; committee set payout at 66.7% for strategic component | Part of 69.4% overall payout |
Long-term incentives:
- 2024 LTIP mix for NEOs: 60% PSUs and 40% RSUs; no stock options granted in 2024 .
- 2024–2026 PSUs: measured on adjusted EPS (50%), adjusted free cash flow (30%), adjusted gross margin % (20%), with a ±20% TSR modifier vs the peer group; PSUs earn 50–200% of target; RSUs cliff-vest at 3 years and accrue dividend equivalents, payable only on vest .
2024 Grants of Plan-Based Awards (Schneider):
| Grant date | Instrument | Target/units | Grant date fair value ($) |
|---|---|---|---|
| 3/25/2024 | Equity incentive award (likely PSUs) | 10,746 target units; up to 53,732 max | 155,554 |
| 3/25/2024 | Equity incentive award (likely RSUs) | 11,056 units | 160,583 |
| 3/12/2024 | Stock awards (plan-based) | 53,732 units | 288,004 |
2022–2024 PSU actuals:
- Financial measure achievement: 14.0% of target; TSR below 25th percentile → 0.8x modifier → 11.2% of target earned; Schneider earned 4,988 shares (incl. dividend equivalents) .
Equity Ownership & Alignment
Beneficial ownership (as of March 1, 2025):
| Holder | Common shares owned | Options exercisable ≤60 days | RSUs vesting ≤60 days | Total | % of outstanding |
|---|---|---|---|---|---|
| Pamela R. Schneider | 250,055 | 222,022 | 22,500 | 494,577 | <1% |
- Includes 5,156 shares in ACCO’s 401(k) plan for Schneider .
Outstanding equity and vesting (as of 12/31/2024):
| Type | Grant date | Quantity | Terms |
|---|---|---|---|
| RSUs (unvested) | 3/12/2024 | 56,733; MV $297,850 | RSUs cliff-vest at 3 years; dividend equivalents accrue; payable on vest |
| PSUs (unearned, unvested) | Cycles incl. 2023–2025, 2024–2026 | 85,100; MV $446,775 | Earn on annual financials and 3‑yr relative TSR; settled in stock upon vest |
| Options (exercisable) | 3/3/2021 | 64,331 @ $8.42, exp. 3/3/2031 | NQSOs |
| Options (exercisable) | 3/4/2020 | 58,304 @ $8.29, exp. 3/4/2030 | NQSOs |
| Options (exercisable) | 3/6/2019 | 46,092 @ $9.04, exp. 3/6/2026 | NQSOs |
| Options (exercisable) | 3/7/2018 | 32,074 @ $12.82, exp. 3/7/2025 | NQSOs |
| Options (exercisable/unexercisable) | 3/2/2022 | 42,685 / 21,342 @ $8.46, exp. 3/2/2032 | NQSOs |
Ownership policy and alignment:
- Executive stock ownership guidelines: “Other Executives” must hold 60,000 shares or 2× base salary; retention of at least 50% of net shares from vest/exercise until guidelines met; all executive officers either met or are on track to meet guidelines .
- Prohibitions: strict bans on hedging, short sales, trading options on company stock, and pledging or holding securities in margin accounts for directors and executive officers .
2024 vesting activity:
| Metric | FY2024 |
|---|---|
| Shares acquired on vesting (RSUs/PSUs) | 60,737 |
| Value realized on vesting ($) | 329,091 |
Employment Terms
Executive Severance Plan (ESP) coverage; no individual employment agreement (U.S. executives) .
- Involuntary termination (without cause): 18 months of base salary + 1 year of target bonus (Schneider) .
- Change-in-control termination (double‑trigger): 2× base salary + 2× target bonus; plus pro‑rata annual bonus through termination; equity may accelerate per plan terms .
- Outplacement services and continuation of medical/welfare benefits per ESP; “best-net” excise tax approach; no excise tax gross‑ups .
- Potential payment illustration (as of 12/31/2024): Cash severance $1,117,467 (without cause) and $1,702,807 (CIC termination); annual incentive $220,076; outplacement $60,000; benefits continuation $0 in table; equity values shown separately in proxy .
Clawback policy:
- Company may recoup incentive compensation, including equity awards subject to time‑based or performance‑based conditions .
Retirement eligibility:
- Schneider is retirement eligible under plan definitions as of 12/31/2024 .
Performance & Track Record
- 2024 company outcomes: net sales $1.67B (–9.1% YoY), adjusted operating income $189.7M (down from $204.8M in 2023), adjusted EPS $1.02 (vs $1.09 in 2023); strategic achievements included expanded cost-reduction program to $100M, $25M savings realized, 70bps gross margin expansion, and deleveraging to 3.4x .
- Pay-versus-performance context: Company TSR indexed value was 70.60 in 2024 (peer TSR 126.82), reinforcing the low PSU vesting outcome (11.2% of target) due to below‑25th percentile TSR .
Compensation Peer Group and Governance
- 2024 LTIP awards for NEOs targeted near the 50th percentile of peers; CEO’s LTIP was below median due to new‑CEO tenure; no options granted to executive officers in 2024 .
- Base salaries for NEOs were aligned with peer median after April 2024 adjustments; Schneider’s salary increased 2.5% to $532,127 .
- Say‑on‑Pay: 97.8% approval at 2024 annual meeting, indicating broad shareholder support of NEO compensation programs .
Risk Indicators & Red Flags
- Pledging/hedging strictly prohibited for executive officers, reducing alignment risk concerns linked to forced sales or hedging strategies .
- No excise tax gross‑ups on severance payments; double‑trigger CIC vesting is shareholder‑friendly .
- PSU underperformance (11.2% of target) reflects challenging fundamentals and TSR lag vs peers, aligning realized equity with performance .
Equity Ownership & Alignment Details
| Element | Status |
|---|---|
| Stock ownership guideline | Other Executives: 60,000 shares or 2× salary; 50% net‑share retention until met |
| Compliance | All executive officers met or are on track per guidelines |
| Pledging/Hedging | Prohibited for directors/executives |
Investment Implications
- Pay-for-performance alignment appears intact: AIP paid 69.4% of target and PSUs earned 11.2% of target due to underperformance and TSR lag, limiting realized equity despite grant-date values; this reduces near-term insider selling pressure as retention requirements mandate 50% net-share holds until guidelines are met .
- Severance economics are moderate and double‑trigger, with no tax gross‑ups; Schneider’s retirement eligibility and sizable unvested award inventory imply retention risk is mitigated by continued vesting and ownership policies .
- Governance signals are constructive (high Say-on-Pay approval; strict hedging/pledging prohibitions), but PSU underperformance and TSR index of 70.60 vs peer 126.82 highlight execution risk in achieving targets tied to adjusted EPS, FCF, and margin—monitor upcoming PSU measurement years and RSU cliff dates for potential incremental supply or alignment shifts .