ACCO BRANDS Corp Stock Compensation Disclosure
7. Stock-Based Compensation
The 2022 ACCO Brands Corporation Incentive Plan, as amended (the "Plan") provides for stock-based awards generally in the form of stock options, restricted stock units ("RSUs") and performance stock units ("PSUs"), any of which may be granted alone or with other types of awards and dividend equivalents. The Plan authorizes the issuance of up to 20,544,631 shares to key employees and non-employee directors.
The Company accrues dividend equivalents ("DEs") on all outstanding RSUs and PSUs as permitted by the Plan. DEs entitle holders of RSUs and PSUs to the same dividend value per share as holders of common stock. RSUs and PSUs are credited with DEs that are converted to RSUs and PSUs at the fair market value of our common stock on the dates the dividend payments are made and are subject to the same terms and conditions as the underlying award. DEs credited to RSUs and PSUs will only be paid to the extent the awards vest and any performance goals are achieved.
We will satisfy the requirement for delivering shares of our common stock for the Plan by issuing new shares.
The following table summarizes the impact of all stock-based compensation expense on our Consolidated Statements of Income (Loss) for the years ended December 31, 2025, 2024 and 2023:
(in millions) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Selling, general and administrative expense |
|
$ |
11.5 |
|
|
$ |
11.9 |
|
|
$ |
14.8 |
|
Income (loss) before income tax |
|
|
(11.5 |
) |
|
|
(11.9 |
) |
|
|
(14.8 |
) |
Income tax expense |
|
|
(2.6 |
) |
|
|
(2.9 |
) |
|
|
(3.4 |
) |
Net loss |
|
$ |
(8.9 |
) |
|
$ |
(9.0 |
) |
|
$ |
(11.4 |
) |
There was no capitalization of stock-based compensation expense.
Stock-based compensation expense by award type for the years ended December 31, 2025, 2024 and 2023 was as follows:
(in millions) |
|
2025 |
|
|
2024 |
|
|
2023 |
|
|||
Stock option compensation expense |
|
$ |
0.1 |
|
|
$ |
0.5 |
|
|
$ |
2.7 |
|
RSU compensation expense |
|
|
8.3 |
|
|
|
7.5 |
|
|
|
6.4 |
|
PSU compensation expense |
|
|
3.1 |
|
|
|
3.9 |
|
|
|
5.7 |
|
Total stock-based compensation expense |
|
$ |
11.5 |
|
|
$ |
11.9 |
|
|
$ |
14.8 |
|
Stock Options
The exercise price of each stock option equals or exceeds the fair market price of our stock on the date of grant. Options granted beginning in 2020 can generally be exercised over a term of ten years and prior to 2020 options could generally be
exercised over a term of seven years. Stock options outstanding as of December 31, 2025, generally vest ratably over three years from the grant date. There were no stock options granted during the years ended December 31, 2025, 2024 and 2023.
A summary of the changes in stock options outstanding under the Plan during the year ended December 31, 2025 is presented below:
|
|
Number |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Term |
|
Aggregate |
||
Outstanding at December 31, 2024 |
|
|
5,711,296 |
|
|
$ |
8.94 |
|
|
|
|
|
Forfeited/Expired |
|
|
(683,108 |
) |
|
$ |
12.34 |
|
|
|
|
|
Outstanding at December 31, 2025 |
|
|
5,028,188 |
|
|
$ |
8.48 |
|
|
4.2 years |
|
zero |
Exercisable shares at December 31, 2025 |
|
|
5,028,188 |
|
|
$ |
8.48 |
|
|
4.2 years |
|
zero |
There were no options exercised during the years ended December 31, 2025, 2024 and 2023.
The fair value of options vested during the years ended December 31, 2025, 2024, and 2023 was $1.2 million, $2.5 million and $3.4 million, respectively. As of December 31, 2025, all options are vested and there was no unrecognized compensation expense related to stock options.
Stock Unit Awards
RSUs vest over a pre-determined period of time, generally three years from the date of grant. Stock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 includes $1.3 million, $1.4 million, and $1.3 million, respectively, of expense related to RSUs granted to non-employee directors as a component of their compensation. RSUs granted to non-employee directors prior to 2021 became fully vested on the grant date; after 2021 non-employee director RSUs fully vest on the first anniversary of the grant date.
PSUs also vest over a pre-determined period of time, generally not longer than three years, but are further subject to the achievement of certain business performance criteria being met. Based upon the level of achieved performance, the number of shares actually awarded can vary from 0 percent to 200 percent of the original grant.
There were 5,296,060 RSUs outstanding as of December 31, 2025. All outstanding RSUs as of December 31, 2025 vest within three years of their date of grant. Upon vesting, all of the RSU awards will be converted into the right to receive one share of common stock of the Company for each unit that vests. The cost of these awards is determined using the fair value of the shares on the date of grant, and compensation expense is generally recognized over the period during which the employee provides the requisite service to the Company.
A summary of the changes in the RSUs outstanding under the Plan during 2025 is presented below:
|
|
Stock |
|
|
Weighted Average Grant Date Fair Value |
|
||
Outstanding at December 31, 2024 |
|
|
4,241,889 |
|
|
$ |
6.06 |
|
Granted |
|
|
1,561,115 |
|
|
$ |
4.62 |
|
Vested and distributed |
|
|
(456,340 |
) |
|
$ |
8.31 |
|
Forfeited and cancelled |
|
|
(50,604 |
) |
|
$ |
5.19 |
|
Outstanding at December 31, 2025 |
|
|
5,296,060 |
|
|
$ |
5.45 |
|
Vested and deferred at December 31, 2025(1) |
|
|
955,543 |
|
|
$ |
7.28 |
|
For the years ended December 31, 2024 and 2023, we granted 1,501,759 and 1,969,191 RSUs, respectively. The weighted-average grant date fair value of our RSUs was $4.62, $5.31, and $5.23 for the years ended December 31, 2025, 2024 and 2023, respectively. The fair value of RSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $4.7 million, $3.3 million and $4.4 million, respectively. As of December 31, 2025, we have unrecognized compensation expense related to RSUs of $5.9 million, which will be recognized over a weighted-average period of 1.9 years.
A summary of the changes in the PSUs outstanding under the Plan during 2025 is presented below:
|
|
Stock |
|
|
Weighted Average Grant Date Fair Value |
|
||
Outstanding at December 31, 2024 |
|
|
3,546,242 |
|
|
$ |
5.81 |
|
Granted |
|
|
1,746,912 |
|
|
$ |
4.68 |
|
Vested and distributed |
|
|
(103,609 |
) |
|
$ |
8.87 |
|
Forfeited and cancelled |
|
|
(193,234 |
) |
|
$ |
7.57 |
|
Other - decrease due to performance of PSUs |
|
|
(577,991 |
) |
|
$ |
4.68 |
|
Outstanding at December 31, 2025 |
|
|
4,418,320 |
|
|
$ |
5.10 |
|
For the years ended December 31, 2024 and 2023, we granted 1,825,683 and 2,301,907 PSUs, respectively. For the years ended December 31, 2025, 2024 and 2023, 103,609, 685,998, and 336,077 PSUs vested, respectively. The weighted-average grant date fair value of our PSUs was $4.68, $5.80, and $5.39 for the years ended December 31, 2025, 2024 and 2023, respectively. The fair value of PSUs that vested during the years ended December 31, 2025, 2024 and 2023 was $0.9 million, $4.6 million and $2.8 million, respectively. Based on the level of achievement of the performance targets associated with the PSU awards, as of December 31, 2025, we have $0.9 million of unrecognized compensation expense, which will be recognized over a weighted-average period of 1.0 years.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 9, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2022 | Feb 24, 2023 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.