Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) (c) (d) (e) On May 23, 2023, the Board of Directors (the “Board”) of Avery Dennison Corporation, a Delaware corporation (the “Company”), elected Deon Stander, age 54, as the Company’s President and Chief Executive Officer, effective September 1, 2023. Mr. Stander has served as the Company’s President and Chief Operating Officer since March 2022, after having served as Vice President/General Manager of the Company’s Retail Branding and Information Solutions business (now known as Solutions Group) since June 2015. Mr. Stander will cease serving as Chief Operating Officer on August 31, 2023, with that position not expected to be refilled at that time. As Chief Executive Officer, the Board also appointed Mr. Stander as a member of the Board, effective September 1, 2023.
Also on May 23, 2023, the independent directors of the Board elected Mitchell Butier, age 51, as Executive Chairman, effective September 1, 2023. Mr. Butier, currently the Company’s Chairman and Chief Executive Officer, will cease serving as Chief Executive Officer on August 31, 2023.
In connection with his election as President and Chief Executive Officer, the Board’s Talent and Compensation Committee (the “Committee”) increased Mr. Stander’s annual base salary to $1,100,000 and increased his target AIP opportunity to 135% of base salary, in each case effective September 1, 2023, and increased his target long-term incentive opportunity to 550% of base salary, effective with the annual grant on March 1, 2024. In addition, the Committee approved a special promotion grant to Mr. Stander on September 1, 2023 of stock options with a target grant date fair value of approximately $3,000,000, 50% of which will vest on each of the third and fourth anniversaries of the grant date, in each case subject to his continued service. Effective September 1, 2023, Mr. Stander will receive an annual executive benefit allowance of $70,000 and, as a Level 1 executive, be eligible to participate in the Company’s savings (401(k)), deferred compensation, executive severance and key employee change of control severance plans, in each case as described in the Company’s 2023 Proxy Statement filed with the Securities and Exchange Commission on March 9, 2023 (the “2023 Proxy Statement”).
In connection with his election as Executive Chairman, the Committee reduced Mr. Butier’s annual base salary to $1,000,000 and reduced his target AIP opportunity to 120% of base salary, in each case effective September 1, 2023, and approved no additional grant of long-term incentive compensation at the time of his role change. In addition, effective September 1, 2023, Mr. Butier will no longer receive an annual executive benefit allowance of $70,000, nor will he be eligible to participate in the Company’s executive severance and key employee change of control severance plans described in the 2023 Proxy Statement. He will be eligible to continue participating in the Company’s retirement, savings (401(k)) and deferred compensation plans, in each case as described in the 2023 Proxy Statement.
A copy of the press release announcing the elections of Messrs. Butier and Stander is attached as Exhibit 99.1 hereto.