Rubens Passos
About Rubens Passos
Senior Vice President, Latin America at ACCO Brands. Passos joined ACCO in 2012 via the Mead Consumer & Office Products acquisition; prior roles included CFO and President of the Brazil business, and he has served as SVP Latin America and interim GM for Canada. Effective July 1, 2025, he was named to lead ACCO’s businesses in Brazil, Mexico, Chile and LatAm export markets as part of leadership changes tied to the company’s multi‑year restructuring and growth plan. He holds an MBA from Duke’s Fuqua School and a BA in Economics from F.A.A.P. in São Paulo, Brazil .
ACCO’s executive pay programs emphasize adjusted operating income, net sales, working capital efficiency (AIP), and multi‑year PSUs tied to adjusted EPS, free cash flow, gross margin, with a relative TSR modifier—design choices intended to align executives’ incentives with profitability, cash generation, and shareholder returns .
Say‑on‑pay support was 97.8% in 2024, and company TSR over 2019–2024 was 70.6 (vs. 100 baseline), framing the broader performance context around which executive incentives are designed .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ACCO Brands | SVP Latin America; interim GM Canada | 2012–present (dates of specific roles not disclosed) | Leads LatAm commercial businesses; interim leadership of Canada; integration and growth initiatives in key markets . |
| Mead Consumer & Office Products (acquired by ACCO in 2012) | CFO and President, Brazil | Pre‑2012 (exact dates not disclosed) | P&L leadership of Brazil operations; transitioned into ACCO leadership post‑acquisition . |
External Roles
No external directorships or board roles disclosed for Passos in company materials reviewed. Skip if not disclosed.
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary ($) | Not disclosed | ACCO discloses individual compensation for named executive officers only; Passos was not an NEO in 2024, so individual amounts were not reported . |
| Target bonus (% of salary) | Not disclosed | AIP targets vary by role; disclosed for NEOs only in 2024 proxy . |
| Actual bonus paid ($) | Not disclosed | NEO AIP outcomes are disclosed; non‑NEO executive amounts are not . |
Performance Compensation
Annual Incentive Plan (AIP) – design applicable to executive officers
| Metric | Weight | Design details |
|---|---|---|
| Adjusted Operating Income (Company and/or segment) | 40% | Focus on profitability; measured at budgeted FX to remove currency volatility . |
| Net Sales (Company and/or segment) | 20% | Drives top‑line growth . |
| Working Capital Efficiency | 20% | 13‑month average working capital ÷ annual net sales; incent cash discipline . |
| Strategic Measures | 20% | Qualitative/quantitative goals: growth initiatives (organic/inorganic), cost savings delivery, NPD, ESG progress; 50–125% payout range . |
Notes:
- Segment leaders’ AIP metrics are aligned to segment performance where applicable; other executives are aligned to company metrics .
Long‑Term Incentive Plan (LTIP) – PSU/RSU structure
| Component | Weight | Performance period / vesting | Performance metrics and mechanics |
|---|---|---|---|
| Performance Stock Units (PSUs) | Typically 60–67% of LTIP for NEOs | 2024–2026; three one‑year financial periods with cumulative relative TSR modifier; payout 50–200% of target | 50% Adjusted EPS; 30% Free Cash Flow; 20% Adjusted Gross Margin %; TSR modifier ±20% vs. peer group; vest at 12/31/2026 . |
| Restricted Stock Units (RSUs) | Typically 33–40% of LTIP for NEOs | Time‑vest; 3‑year cliff from grant | Dividend equivalents accrue and pay only if underlying award vests . |
Additional program features:
- Company ceased granting options to executive officers beginning with March 2023 annual grants; equity mix is PSUs/RSUs (conserves share pool and shifts risk profile) .
- Annual equity grants are typically made in Q1 after full‑year earnings; off‑cycle grants allowed for promotions/new hires; grants are not timed around MNPI .
Equity Ownership & Alignment
| Policy / item | Detail |
|---|---|
| Stock ownership guidelines | Other Executives: 60,000 shares or 2.0× base salary (whichever is lower); Segment Presidents/CFO: 125,000 shares or 3.0×; CEO: 500,000 shares or 6.0×. Executives must retain 50% of net shares from equity awards until compliant. As of 12/31/2024, all executive officers either met or were on track to meet guidelines within five years . |
| Hedging/pledging | Prohibited for directors and executive officers (no hedging, pledging, short sales, or trading options on company stock) . |
| Clawback | Company can recoup incentive‑based compensation after restatements (regardless of fault) and in cases of willful or intentional misconduct; applies to cash and equity (time‑ and performance‑based) . |
| Share usage and dilution governance | No liberal share recycling; no option repricing without shareholder approval; one‑year minimum vesting (limited exceptions) . |
Ownership disclosure:
- Individual beneficial ownership for Passos was not provided (non‑director, non‑NEO). The proxy discloses NEOs and directors individually and executive officers as a group .
Vesting/selling pressure considerations:
- RSUs vest on a 3‑year cliff; PSUs vest based on performance concluding 12/31/2026 (with TSR modifier); executives who are below ownership guidelines must hold 50% of net after‑tax shares, mitigating immediate selling pressure upon vest .
Employment Terms
| Provision | Terms relevant to executive officers |
|---|---|
| Employment agreements | ACCO does not provide individual employment contracts for U.S.‑based executive officers; local‑law contracts may apply outside the U.S. (e.g., Monko in Poland). All executive officers participate in the Executive Severance Plan (ESP) . |
| ESP – involuntary termination (without cause) | CEO: 24 months base salary + 2 years target bonus; EVP Segment Presidents/CFO: 21 months base + 1 year target bonus; “All other executive officers”: 18 months base + 1 year target bonus; benefits continuation and outplacement also provided . |
| ESP – change‑in‑control (double trigger) | CEO: 2.99× base + 2.99× target bonus; EVP Segment Presidents/CFO: 2.25× base + 2.25× target bonus; “All other executive officers”: 2.0× base + 2.0× target bonus; pro‑rata AIP through termination; double‑trigger equity vesting per plan . |
| Equity treatment (CIC) | If awards are not replaced, options/SARs become exercisable; RSUs vest; PSUs vest at target (or greater if determined) at CIC; if replaced, double‑trigger applies . |
| Non‑compete / non‑solicit | Not specifically disclosed in proxy for executive officers (beyond standard policy references). Skip if not disclosed. |
Investment Implications
- Role/reach: Passos’ expanded remit to lead Latin America (Brazil, Mexico, Chile, export) increases his operational leverage to driving growth in key emerging markets and executing ACCO’s restructuring, cost reduction and innovation priorities in the region .
- Incentive alignment: Executive incentives weight profitability (Adjusted OI), working capital efficiency, and multi‑year cash flow/EPS/gross margin outcomes with a TSR modifier—potentially favoring actions that improve margins and cash conversion in his markets .
- Retention/turnover risk: ESP provides meaningful protection (for “all other executive officers,” 18 months base + 1× target bonus; 2.0× under CIC), reducing sudden attrition risk while maintaining double‑trigger CIC vesting discipline .
- Trading/ownership signals: Hedging/pledging prohibitions and 50% net‑share retention until guideline compliance temper near‑term selling pressure; absence of individual Form 4s in documents reviewed means monitoring future insider filings is advisable for real‑time signals .
- Governance backdrop: Strong say‑on‑pay support (97.8% in 2024) and clear clawback/ownership policies indicate shareholder‑aligned comp governance, though company TSR over 2019–2024 (70.6 vs. 100 baseline) underscores ongoing execution demands in markets Passos leads .
Sources: ACCO 2025 DEF 14A (executive compensation design, ownership policies, ESP terms, say‑on‑pay, TSR) ; ACCO June 10, 2025 leadership change release (Passos biography and expanded role) ; Q2’25 call reference to new appointments .