Pradeep Jotwani
About Pradeep Jotwani
Pradeep Jotwani (age 70) has served on ACCO Brands’ Board since 2014 and is an independent director. He previously held senior leadership roles at Hewlett-Packard, including President of HP’s Consumer Business and SVP of Printing Supplies, and retired as SVP of the LaserJet and Enterprise Solutions business in 2015; he was a Fellow at Stanford’s Distinguished Careers Institute (2016–2017) and attended Stanford Law School’s Directors’ College . He chaired ACCO’s Compensation & Human Capital Committee in 2024 and is a member of the Nominating, Governance & Sustainability Committee; he attended over 85% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hewlett-Packard Company | President, Consumer Business | Not specified; within 1982–2007 and 2012–2015 at HP | Led consumer segment strategy and execution |
| Hewlett-Packard Company | SVP, Printing Supplies (set up and led) | Not specified; within 1982–2007 and 2012–2015 at HP | Category leadership; supply chain, pricing, and margin stewardship |
| Hewlett-Packard Company | SVP, LaserJet and Enterprise Solutions | Retired July 2015 | Enterprise solutions oversight |
| Stanford Distinguished Careers Institute | Fellow | 2016–2017 | Attended Stanford Law Directors’ College; board education focus |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various social enterprises | Advisor/Mentor (sustainability focus) | Ongoing (not specified) | Guidance on sustainability and social impact |
No other current or past five-year public company directorships for Mr. Jotwani are disclosed in ACCO’s 2025 proxy biography .
Board Governance
- Independence: ACCO’s Board affirms independence annually; all current directors except the CEO are independent. Mr. Jotwani is listed as independent in the director snapshot .
- Committee assignments and 2024 meetings:
- Compensation & Human Capital Committee: Chair; 5 meetings in 2024 .
- Nominating, Governance & Sustainability Committee: Member; 4 meetings in 2024 .
- Board: 8 meetings; each director attended >85% of Board and committee meetings .
- Board leadership: Independent Chairman structure; Chairman partners with the Comp & Human Capital Committee chair to facilitate CEO performance evaluation and compensation setting .
- Executive sessions: Non-employee directors hold executive sessions at each regularly scheduled quarterly Board meeting .
- Governance policies: Majority voting in uncontested elections; no poison pill; prohibitions on hedging, pledging, and short sales for directors/executives .
Fixed Compensation (Director)
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | Non-employee director base retainer | $105,000 (program level) |
| Committee chair fee | Compensation & Human Capital Committee | $20,000 (program level) |
| Committee member fee | None; no meeting fees | $0 (program level) |
| 2024 cash paid (actual) | Fees Earned or Paid in Cash | $121,126 (Mr. Jotwani) |
Notes: Cash retainers are paid quarterly and pro-rated as appropriate . Directors may elect to defer cash via the Deferred Compensation Plan, but no director deferred cash in 2024 .
Performance Compensation (Director)
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual equity grant | RSUs or common stock under the Incentive Plan | $125,000 grant-date fair value (Mr. Jotwani) |
| RSU vesting | Vest in full on earlier of first anniversary or next annual meeting; payment deferred until conclusion of Board service; dividend equivalents accrue | Program terms |
Compensation & Human Capital Committee performance metric framework (as overseen by Chair Jotwani) – AIP metrics and PSU metrics used for executives:
- Annual Incentive Plan (AIP) metrics and weights:
- Adjusted Operating Income (40%)
- Net Sales (20%)
- Working Capital Efficiency (20%)
- Strategic Measures (qualitative/quantitative) (20%)
- PSU metrics (2024–2026) and weights:
- Adjusted EPS (50%)
- Free Cash Flow (30%)
- Adjusted Gross Margin % (20%)
- TSR modifier: +/-20% based on relative TSR vs peer group (>=75th pct = 120%; <=25th pct = 80%)
Illustrative performance outcome signal: 2022–2024 PSUs paid at 11.2% of target (financial achievement 14.0%, TSR modifier 80%), evidencing pay-for-performance rigor .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in past five years for Mr. Jotwani |
| Compensation committee interlocks | None; committee members independent; no Item 404 related-party relationships |
Expertise & Qualifications
- Board skill matrix flags for Mr. Jotwani: Operating Executive; Marketing/Sales/Brand Management; Human Capital Management; International Market Development; Corporate Strategy; Corporate Governance & Sustainability; Risk Management .
- Formal board education: Stanford Law Directors’ College; Stanford DCI Fellow .
Equity Ownership
| Holder | Direct Shares | Options (exercisable ≤ Apr 30, 2025) | RSUs (vested/unvested; settle upon end of service) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| Pradeep Jotwani | 0 | 0 | 191,177 | 191,177 | <1% |
Director stock ownership guideline: 5x annual cash retainer within five years; all directors either met or are on track as of Dec 31, 2024 . Hedging, pledging, and short sales are prohibited for directors and executives .
Governance Assessment
- Committee leadership and independence: As Comp & Human Capital Committee Chair, Jotwani oversees executive pay philosophy, metrics, peer group reviews, and clawback policy; the committee met 5 times in 2024 and engaged independent consultant Meridian, determined independent with no conflicts .
- Attendance and engagement: >85% attendance, with executive sessions each quarter – supports effective oversight and independent deliberation .
- Alignment and incentives: Director equity grants are deferred RSUs, requiring continued service and deferral until board departure; stock ownership guidelines and anti-hedging/pledging policies enhance alignment .
- Shareholder outcomes: Say-on-Pay support of 97.8% in 2024 indicates investor confidence in compensation oversight under the committee’s remit .
- Risk and conflicts: No compensation committee interlocks or Item 404 related-party transactions disclosed; related-party transaction review sits with Audit Committee .
RED FLAGS: None disclosed for low attendance, interlocks, related-party transactions, or hedging/pledging. PSU outcome at 11.2% of target for 2022–2024 reflects below-target performance and supports pay-for-performance integrity rather than misalignment .
Director Compensation (2024 Summary – Mr. Jotwani)
| Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 121,126 | 125,000 | — | 246,126 |
Program structure: Base cash retainer $105,000; chair premiums ($20,000 for Compensation & Human Capital Committee); equity grant $125,000; no meeting fees; optional cash deferral (none used in 2024) .
Compensation Committee Analysis (Structure & Practices)
- Independent oversight; no interlocks; Meridian as independent consultant attending all 5 meetings in 2024; independence affirmed with no conflicts .
- Peer group reviewed biennially; 2024 review used 19-company group and updated in May 2024 to 18 companies for 2025 .
- Clawback: Covers restatements and willful/intentional misconduct (goes beyond Dodd-Frank minimums) .
- Change-in-control: Double-trigger for cash severance and equity vesting; no excise tax gross-ups .
- Ownership guidelines and anti-hedging/pledging; option repricing prohibited; liberal share recycling prohibited .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 97.8% of votes cast approved executive compensation .
- Ongoing engagement: Committee considers feedback and market conditions in program updates .
Related Party Transactions
- Audit Committee reviews and approves/ratifies related-party transactions; compensation committee members have no Item 404 relationships disclosed .
Equity Ownership & Alignment Details
- RSU mechanics for directors: vest at the earlier of one year or next annual meeting; settlement deferred until end of board service; dividend equivalents accrue .
- Director charitable matching: Up to $5,000 annually; three directors participated in 2024 (not including Jotwani in 2024) .
Expertise & Qualifications
- Core credentials: Global operating executive background (HP), marketing/brand leadership, human capital, international markets, corporate strategy, governance/sustainability, risk management .
- Board education: Stanford Law Directors’ College via DCI Fellowship .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership shares | 191,177 RSUs; 0 direct; <1% of shares outstanding |
| RSUs outstanding (director table) | 191,177 RSUs as of Dec 31, 2024 |
Governance Assessment
- Overall: Jotwani’s roles and ACCO’s governance framework indicate strong board independence, structured pay oversight, and alignment mechanisms. No disclosed conflicts or attendance issues; robust clawback and double-trigger protections; high Say-on-Pay support underscores investor confidence .