Business Context and Reporting Period
This Form 8-K Current Report was filed by Avery Dennison Corporation on February 13, 2015. The filing addresses corporate governance changes, specifically the departure of a senior officer and the election of a new Chief Financial Officer.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.
Material Changes
The primary material change is the transition of the Chief Financial Officer role:
- Departure: Mitchell R. Butier will cease serving as Chief Financial Officer effective March 22, 2015. He will retain his roles as President and Chief Operating Officer.
- Appointment: Anne L. Bramman was elected Senior Vice President and Chief Financial Officer, effective March 23, 2015. She previously served as CFO of Carnival Cruise Line.
Management Commentary and Compensation Details
The Compensation and Executive Personnel Committee approved a comprehensive compensation package for Ms. Bramman, including:
- Base Salary: $550,000 annually.
- Annual Incentive: Target opportunity of 60% of base salary.
- Long-Term Incentives: Target opportunity of 180% of base salary, including market-leveraged stock units and performance units (target fair value of $495,000 each) to be granted on June 1, 2015.
- Sign-On Compensation:
- Restricted stock units with a grant date fair value of $400,000, vesting over three years.
- One-time cash award of $200,000, payable 30 days after employment commencement. This award is subject to clawback if Ms. Bramman voluntarily terminates within 12 months.
- Benefits: Annual executive benefit allowance of $65,000, up to $15,000 for financial/tax services, and taxable relocation assistance.
Investor Verification Checklist
- Verify the effective dates of the CFO transition (March 22 and March 23, 2015).
- Review the attached press release (Exhibit 99.1) for additional context on the leadership change.
- Confirm the clawback provisions regarding the $200,000 sign-on cash award.
- Check the 2014 Proxy Statement for details on the executive severance and change of control plans referenced in the filing.