Thomas Tedford
About Thomas Tedford
Thomas W. Tedford, 54, is ACCO Brands’ President and Chief Executive Officer and a director since 2023; he became CEO on October 1, 2023 after serving as President and Chief Operating Officer (2021–2023) and earlier leadership roles across ACCO’s North America, U.S. Office & Consumer Products, and Americas businesses . ACCO’s 2024 performance under his tenure included net sales of $1.67B, adjusted operating income of $189.7M, adjusted EPS of $1.02, and a GAAP net loss of $101.6M largely from non-cash impairments; execution highlights were ~$25M cost savings, gross margin +70bps, net debt reduced by $94M, dividends of $28M, and $15M in buybacks . Relative TSR has underperformed peers in the recent period (Company $70.60 vs. peer index $126.82 on a $100 base in 2024), indicating value-creation pressure alongside cost actions and cash flow improvement .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| ACCO Brands | President & Chief Operating Officer | Sep 2021 – Sep 2023 | Led simplification and segment reorganization; positioned for cost savings and margin recovery . |
| ACCO Brands North America | EVP & President | Feb 2018 – Aug 2021 | Drove regional brand and product execution in N. America . |
| ACCO Brands U.S. Office & Consumer Products | EVP & President | Not disclosed | Led U.S. portfolio across office/consumer categories . |
| ACCO Brands Americas | EVP & President | Not disclosed | Oversaw broader Americas footprint and distribution channels . |
External Roles
Not disclosed in the proxy.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $672,121 | $730,745 | $886,538 |
| Base salary (effective 4/1/2024) | — | — | $900,000 |
| Target annual incentive (% of salary) | — | — | 120.0% |
| Maximum annual incentive (% of salary) | — | — | 222.0% |
| Target AIP $ opportunity | — | — | $1,065,084 |
Notes:
- 2024 base salary set March 12, 2024; CEO target compensation positioned between the 25th–50th percentile of peer CEOs given recent promotion; ~84% of total target compensation is variable .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Outcomes
| Component | Weight | Target | Actual vs Target | Payout contribution |
|---|---|---|---|---|
| Adjusted Operating Income (Company) | 40% | Company target established by Committee | 78.5% | Included in overall AIP result |
| Net Sales (Company) | 20% | Company target established by Committee | 32.6% | Included in overall AIP result |
| Working Capital Efficiency (Company) | 20% | Company target established by Committee | 90.5% | Included in overall AIP result |
| Strategic Measures (organic/inorganic growth, cost savings, org changes; new product dev.; ESG) | 20% | 100% | 66.7% | Included in overall AIP result |
| AIP Result | 2024 |
|---|---|
| AIP payout as % of target | 69.4% |
| Actual AIP payout ($) | $738,636 |
Design notes:
- Financial measure payout ranges: 25% threshold to 200% maximum; strategic measures: 50% threshold to 125% maximum; currency effects neutralized by budget rates .
Long-Term Incentive (LTI) – 2024 Grants and PSU Program
| Grant/Program | Date | Type | Shares (Target) | Threshold/Max | Grant date FV ($) |
|---|---|---|---|---|---|
| 2024–2026 PSU (yr 1 measure set) | 3/25/2024 | PSU | 149,261 | 59,704 / 298,522 [±20% TSR mod] | — |
| 2023–2025 PSU (yr 2 measure set) | 3/25/2024 | PSU | 85,748 | 34,299 / 171,496 [±20% TSR mod] | — |
| 2024 RSU (time-based, 3-yr cliff) | 3/12/2024 | RSU | 223,859 | — | $1,199,884 |
| 2024 Total LTI Value (CEO) | — | Mix | ~67% PSU / 33% RSU | — | $3,600,000 target (component values disclosed above) |
PSU performance metrics and weights for 2024–2026:
- Adjusted EPS (50%), Free Cash Flow (30%), Adjusted Gross Margin % (20%); ±20% TSR modifier relative to peer group; earned range 50–200% before TSR mod .
PSU historical performance (2012–2024 program ending 12/31/2024):
- 2022–2024 PSU earned at 11.2% of target after TSR modifier; Tedford earned 9,208 shares (incl. dividend equivalents) .
Summary Compensation (multi-year)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $902,837 | $1,282,167 | $2,562,301 |
| Option Awards ($) | $291,964 | — | — |
| Non-Equity Incentive ($) | $104,952 | $637,104 | $738,636 |
| All Other Compensation ($) | $20,514 | $24,371 | $25,426 |
| Total ($) | $1,992,388 | $2,674,387 | $4,212,901 |
Other realized/vested equity (2024):
- Shares acquired on vesting: 103,551; value realized: $560,941 .
Equity Ownership & Alignment
| Beneficial Ownership (as of 3/1/2025) | Shares owned | Options exercisable ≤60 days | RSUs vesting ≤60 days | Total | % of shares outstanding |
|---|---|---|---|---|---|
| Thomas W. Tedford | 447,736 | 389,425 | 41,537 | 878,698 | <1% (*) |
Key unvested awards and status (12/31/2024):
- Unvested RSUs: 236,363 (vest 3/12/2027; $1,240,907 market value at $5.25 close) .
- Unvested RSUs: 57,550 (vest 10/2/2026; promotion RSU) .
- PSUs at target: 472,796 (2024–2026; if earned vest 12/31/2026) .
- PSUs at target: 115,117 (2023–2025; if earned vest 12/31/2025) .
Options status:
- Multiple legacy NQSOs outstanding; exercise prices ($8.29–$12.82) above $5.25 year-end price; current value effectively out-of-the-money (see potential payments table shows zero option value across scenarios) .
Ownership policies and alignment:
- CEO stock ownership guideline: 500,000 shares or 6× salary; 50% net shares hold-until-compliance; executives either attained or on track within 5 years; hedging, pledging, short sales prohibited .
- Dividend equivalents on RSUs accrue and pay only upon vest; PSU dividends accrue and pay only if earned .
Employment Terms
Executive Severance Plan (ESP) economics for CEO:
- Involuntary termination (no cause): 24 months base salary + 2 years target bonus .
- Change-in-control termination (double-trigger): 2.99× base salary + 2.99× target bonus; pro-rata AIP to termination; benefits continuation; outplacement services .
Potential payments (as if event on 12/31/2024):
| Scenario | Cash severance | AIP payout | Benefits & other | Equity vesting value | Total |
|---|---|---|---|---|---|
| No-cause termination | $3,960,000 | $738,636 | $99,409 (benefits + outplacement + 401k) | $205,943 RSU; $0 PSU/Options | $5,003,988 |
| CIC + termination | $5,920,200 | $738,636 | $160,810 (benefits + outplacement + 401k) | $2,338,224 RSU; $4,062,450 PSU; $0 Options | $13,240,320 |
| Death/Disability | — | $738,636 | $0 | $2,338,224 RSU; $1,809,359 PSU; $0 Options | $4,886,218 |
Other terms:
- No individual employment agreement for U.S. executives; CEO covered by ESP .
- Clawback policy applies to incentive comp for restatements and willful/intentional misconduct; exceeds Dodd-Frank minimums .
- Non-qualified deferred compensation plan: CEO balance $51,492; 2024 earnings $6,475; distribution post-termination per 409A .
Board Governance
- Board service: Director since 2023; CEO; not independent; CEO does not serve on any standing committees .
- Committees (fully independent): Audit; Compensation & Human Capital; Nominating, Governance & Sustainability; Finance & Planning .
- Board leadership: Independent Chairman (E. Mark Rajkowski) since Mar 31, 2024; roles of Chairman and CEO separated to ensure independent oversight and effective CEO focus .
- Attendance: All directors attended >85% of Board/committee meetings in 2024; annual executive sessions of non-employee directors at each regular quarterly meeting .
- Director stock ownership guidelines: 5× annual cash retainer; all directors comply or are on track within 5 years .
Director compensation (note: CEO/director receives no additional pay for Board service):
- CEO receives no director compensation; included solely in NEO tables; same policy applied to former Executive Chairman .
Compensation Structure Analysis
- Pay mix emphasizes performance: ~84% of CEO target compensation is variable (AIP + LTI) .
- Shift from options to full-value equity: No stock options granted to executives in 2024; program now uses PSUs and RSUs, conserving share pool and aligning with long-term value creation .
- AIP moved back to full-year measurement (vs. two periods during COVID-era) with clear weightings on AOI, Net Sales, and Working Capital, plus strategic/ESG components .
- Governance safeguards: No option repricing/cash buyouts; double-trigger CIC vesting; no tax gross-ups; robust clawback; anti-hedging/pledging; dividend equivalents only if vest .
Performance & Track Record
Company performance snapshot (non-GAAP and GAAP):
| Metric | 2023 | 2024 |
|---|---|---|
| Net Sales ($) | $1.85B (derived; see non-GAAP table) | $1.67B |
| Adjusted Operating Income ($) | $204.8M | $189.7M |
| Net (Loss) ($) | $(21.8)M | $(101.6)M |
| Adjusted EPS ($) | $1.09 | $1.02 |
TSR versus peers (value of $100 investment):
| Metric | 2023 | 2024 |
|---|---|---|
| ACCO TSR ($) | $77.31 | $70.60 |
| Peer Group TSR ($) | $113.85 | $126.82 |
Strategic execution in 2024:
- Enhanced multi-year cost program from $60M to $100M; delivered ~$25M savings; SG&A -7%; gross margin +70bps .
- Capital allocation: dividends $28M; buybacks $15M; net debt -$94M; refinance extended maturity to 2029 .
Equity Ownership & Alignment Details
- CEO guideline: 500,000 shares or 6× salary; hold 50% of net shares until compliant; hedging/pledging prohibited; all executives compliant or on track within 5 years .
- Insider selling pressure context: 3-year cliff RSUs (large grants vesting 2026/2027) and annual PSU schedules may create episodic sellable shares post-withholding; options currently out-of-the-money reduce near-term exercise-driven sales .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 97.8% of votes cast supported 2023 NEO compensation program; Committee continues to review design vs. peer practices .
Risk Indicators & Red Flags
- No related-party transactions in 2024 per Audit Committee policy .
- Anti-hedging/anti-pledging policy enforced; no excise tax gross-ups; no option repricing; double-trigger CIC vesting; robust clawback including misconduct (above Dodd-Frank) .
- Cybersecurity oversight and training; board committees regularly oversee ERM including financial, HR, ESG, supply chain risks .
Compensation Peer Group (benchmarking)
- Peer group used for 2024 comp decisions approved in May 2022 (19 companies) and updated in May 2024 for 2025 review (18 companies); CEO target compensation set between 25th–50th percentile reflecting tenure .
Investment Implications
- Alignment and retention: Strong ownership and anti-pledging policies, three-year RSU cliffs, and double-trigger CIC protections support retention; severance magnitudes imply stable succession risk but meaningful cash outlay if a CIC occurs .
- Performance linkage: AIP and PSU metrics tie pay to AOI, FCF, EPS, margin, and TSR; 2022–2024 PSU payout at 11.2% signals rigor and underperformance vs targets; near-term upside depends on sustained margin expansion and FCF delivery against PSU measures .
- Trading signals: Large unvested RSU/PSU stacks with known vest dates suggest episodic supply post-vesting/withholding; options are currently OTM reducing exercise-related selling; say-on-pay support (97.8%) lowers governance overhang .
Appendix: Board Service Snapshot for Thomas Tedford
- Director since: 2023 (non-independent) .
- Committee roles: None (CEO does not serve on standing committees) .
- Independence and leadership: Independent Chairman structure adopted March 2024; executive sessions each regular quarterly meeting; >85% attendance .
All data herein is sourced from ACCO Brands’ 2025 Definitive Proxy Statement; see citations following each item.