Avery Dennison Corp. 8-K Summary
Business Context and Reporting Period
This Form 8-K, dated May 23, 2023, reports significant changes to the corporate governance and executive leadership of Avery Dennison Corporation. The filing details the Board of Directors' decisions regarding the succession of the Chief Executive Officer and the restructuring of the Chairman role, effective September 1, 2023.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive appointments and associated compensation adjustments.
Material Changes
- Leadership Transition: Deon Stander was elected President and Chief Executive Officer, effective September 1, 2023. He will cease serving as Chief Operating Officer on August 31, 2023, and the COO position will not be refilled.
- Chairman Role Change: Mitchell Butier was elected Executive Chairman, effective September 1, 2023. He will cease serving as Chief Executive Officer on August 31, 2023.
- Board Membership: Mr. Stander was appointed as a member of the Board of Directors effective September 1, 2023.
Compensation and Management Commentary
The Talent and Compensation Committee approved the following changes effective September 1, 2023:
- Deon Stander (New CEO):
- Annual base salary increased to $1,100,000.
- Target Annual Incentive Plan (AIP) opportunity increased to 135% of base salary.
- Target long-term incentive opportunity increased to 550% of base salary (effective with the March 1, 2024 grant).
- Special promotion grant of stock options with a target grant date fair value of approximately $3,000,000 (50% vesting on the third and fourth anniversaries).
- Annual executive benefit allowance of $70,000.
- Mitchell Butier (New Executive Chairman):
- Annual base salary reduced to $1,000,000.
- Target AIP opportunity reduced to 120% of base salary.
- No additional long-term incentive compensation granted at the time of the role change.
- Annual executive benefit allowance of $70,000 will cease.
- Eligibility for executive severance and key employee change of control severance plans will cease.
Investor Verification Checklist
- Verify the exact effective date of the leadership transition (September 1, 2023) and the interim period responsibilities.
- Review the 2023 Proxy Statement for details on the specific terms of the executive severance and change of control plans referenced in the filing.
- Confirm the vesting schedule and performance conditions for Mr. Stander's $3,000,000 stock option grant.
- Monitor future filings for the appointment of a new Chief Operating Officer, if the Board decides to refill the position later.