DEF 14A of Avery Dennison Corp, Mar 11, 2024

DEF 14A of Avery Dennison Corp

Filed Mar 11, 2024 · FY20230001193125-24-064252

Open on EDGAR

  1. 2024 DIRECTOR NOMINEES (ITEM 1)

    2024 DIRECTOR NOMINEES (ITEM 1) As previously disclosed, in February 2024, Julia Stewart notified our Board of her intention not to stand for reelection at the Annual Meeting. As a result, her membership on our Board will end on the date of the Annual Meeting.

  2. Matrix of Director Nominee Skills, Qualifications and Demographic Backgrounds

    Matrix of Director Nominee Skills, Qualifications and Demographic Backgrounds Our director nominees bring a balance of skills, qualifications and demographic backgrounds to their roles in providing oversight of our company, as shown by individual in the matrix below. This matrix, which has been revised and expanded from previous years to, among other things, specify key areas of industry and functional experience or expertise, reflects additional information we solicited from directors in our year-end 2023 questionnaire. As part of its ongoing director succession planning process, the Governance Committee regularly discussed and reported to our Board during 2023 on the skills, qualifications and demographic backgrounds desirable for our Board to best serve the needs of our company. As part of this process, the Governance Committee initiated a search for new directors with retail/consumer packaged goods (CPG) or finance expertise, which led to the appointment of Maria Fernanda Mejia to our Board in February 2024. The search for an independent director with finance expertise continues and is expected to conclude in the coming months.

  3. Matrix of Director Nominee Skills, Qualifications and Demographic Backgrounds

    | 8 | 2024 Proxy Statement | Avery Dennison Corporation |

  4. DIRECTOR NOMINEE MATRIX

    DIRECTOR NOMINEE MATRIX

  5. DIRECTOR NOMINEE MATRIX

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  6. DIRECTOR NOMINEE MATRIX

    | Initial Criteria | | | | | | | | | | | | Independent(1) | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | Public Company Leadership Exp.(2) | ✓ | | ✓ | | ✓ | | ✓ | ✓ | | ✓ | | Public Company Board Exp.(3) | | ✓ | | | ✓ | ✓ | | | ✓ | ✓ | | Industry Experience(4) | | | | | | | | | | | | Digital/Technology | | | ● | | ● | | ● | ● | | ● | | Retail | | ● | ● | | ● | ● | | ● | ● | | | Consumer Goods | | ● | | | ● | ● | | | ● | ● | | Packaging | ● | ● | ● | ● | ● | ● | | ● | ● | | | Materials Science | ● | | ● | ● | | | ● | ● | ● | | | Industrial Goods | ● | | ● | ● | | | ● | ● | ● | | | Functional Experience(4) | | | | | | | | | | | | Finance | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Marketing | ● | ● | ● | ● | ● | ● | ● | ● | ● | ● | | M&A | ● | ● | ● | | ● | ● | ● | ● | ● | ● | | Environmental Sustainability | ● | | ● | ● | ● | ● | ● | ● | ● | | | Cybersecurity | ● | | ● | | ● | | ● | ● | ● | ● | | Science/Engineering/R&D | ● | ● | ● | ● | | ● | ● | ● | ● | ● | | Demographic Background(5) | | | | | | | | | | | | Tenure (years as of YE 2023) | 6(3)⁄4 | 13(3)⁄4 | <1 | (3)⁄4 | 16(1)⁄2 | – | 10(3)⁄4 | 7(3)⁄4 | 18(3)⁄4 | 1(1)⁄4 | | Gender | | | | | | | | | | | | Woman | | | | ✓ | | ✓ | ✓ | | | | | Man | ✓ | ✓ | ✓ | | ✓ | | | ✓ | ✓ | ✓ | | Non-Binary | | | | | | | | | | | | Age | 61 | 67 | 55 | 52 | 71 | 60 | 67 | 52 | 68 | 57 | | Mandatory Retirement Year | 2035 | 2029 | 2041 | 2044 | 2025 | 2036 | 2029 | 2044 | 2028 | 2039 | | Race/Ethnicity | | | | | | | | | | | | Black or African American | | | | | | | | | | | | Hispanic or Latino | ✓ | | | | | ✓ | | | | | | White | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Asian (including South Asian) | | | | | | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | | | | | | Native American or Alaska Native | | | | | ✓ | | | | | | | LGBTQ+ | | | | | | | | | | | | Veteran | | | | | ✓ | | | | | | | Works/Worked Outside U.S. | ✓ | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | |

  7. DIRECTOR NOMINEE MATRIX

    | (1) Determined by our Board as independent under NYSE listing standards. |

  8. DIRECTOR NOMINEE MATRIX

    | (2) Service as U.S. public company CEO, COO and/or CFO. |

  9. DIRECTOR NOMINEE MATRIX

    | (3) Prior or concurrent service on another U.S. public company board excluding companies at which individual served or serves as CEO, COO and/or CFO. |

  10. DIRECTOR NOMINEE MATRIX

    | (4) Key for industry and functional experience: |

  11. DIRECTOR NOMINEE MATRIX

    | • | Technical expertise – Direct management experience or subject matter expertise during professional career. |

  12. DIRECTOR NOMINEE MATRIX

    | • | Supervisory experience – Supervisory management experience during professional career. |

  13. DIRECTOR NOMINEE MATRIX

    | • | Substantial knowledge – Knowledge from serving on board of another U.S. public company and/or gained from investment banking or private equity experience. |

  14. DIRECTOR NOMINEE MATRIX

    | (5) Classifications for gender, race/ethnicity, LGBTQ+, veteran and works/worked outside the U.S. based on directors’ responses to questionnaire. |

  15. DIRECTOR NOMINEE MATRIX

    | Avery Dennison Corporation | 2024 Proxy Statement | 9 |

  16. Executive Compensation Program

    Executive Compensation Program The substantial majority of Named Executive Officer (NEO) target total direct compensation (TDC) is performance based, meaning that our executives ultimately may not realize the value of at-risk components if we fail to achieve the designated performance objectives. The Compensation Committee approves the target TDC of our NEOs to incent strong operational and financial performance and stockholder value creation. The mix and elements of NEO target TDC are shown below.

  17. Executive Compensation Program

    | | | ANNUALIZED TARGET TDC MIX | | | 2023 TARGET TDC MIX | | | CEO* | | | Avg. of Other NEOs** | |

  18. Executive Compensation Program

    | * Mr. Stander’s annualized target TDC reflects his compensation package as CEO, excluding his special promotion award of stock options with a grant date fair value of approximately $3 million. |

  19. Executive Compensation Program

    | ** Mr. Butier is excluded because his target 2023 TDC primarily reflected his compensation as CEO given the timing of our leadership transition. Francisco Melo’s target TDC mix included in the average reflects his target TDC as President, Solutions Group. |

  20. Executive Compensation Program

    | ELEMENTS OF NEO TARGET TDC | | | | | | LTI Compensation | | | | | Performance Units (PUs) | Corporate NEOs | Solutions NEO | | | | • 50% of LTI with payout = 0% to 200% of target award • 3-year performance period - Company EVA(1) (50%) - Company Relative TSR(2) (50%) | • 50% of LTI with payout = 0% to 200% of target award • 3-year performance period - Solutions Group EVA (75%) - Company Relative TSR (25%) | | | | • Relative TSR payout capped at 100% if absolute TSR is negative | | | | Market-leveraged Stock Units (MSUs) | • 50% of LTI with payout = 0% to 200% of target award • 100% Absolute TSR(3) • 1-, 2-, 3- and 4-year performance periods | | | | Annual Incentive Compensation | | | | | AIP Award(4) | | | | | | • Drives performance consistent with annual company or business financial goals • Individual performance modifier based on achievement against predetermined strategic and sustainability objectives (generally capped at 100% for NEOs) | | | | Base Salary | • Annual fixed-cash compensation generally set around market median | |

  21. Executive Compensation Program

    | (1) Economic Value Added (EVA) is a measure of financial performance calculated by deducting the economic cost associated with the use of capital (weighted average cost of capital multiplied by average invested capital) from after-tax operating profit. |

  22. Executive Compensation Program

    | (2) Relative TSR compares our TSR to the TSR of companies in a peer group satisfying certain objective criteria described in the Compensation Discussion and Analysis section of this proxy statement. |

  23. Executive Compensation Program

    | (3) Absolute TSR measures the return that we provided our stockholders, including stock price appreciation and dividends paid (assuming reinvestment of dividends). |

  24. Executive Compensation Program

    | (4) AIP award for Mr. Melo reflects performance objectives and weightings for the nine months of the year he served as President, Solutions Group. He had different performance objectives and weightings for the three months of the year he served as SVP/GM, Avery Dennison Smartrac. His 2023 AIP award would have been prorated to reflect the respective performance objectives and weightings had not the payout been zero. |

  25. Executive Compensation Program

    | Avery Dennison Corporation | 2024 Proxy Statement | 17 |

  26. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS

  27. OVERVIEW

    OVERVIEW Our Board oversees, counsels and ensures management is serving the best interests of our company, with a view toward maximizing the performance of our businesses and delivering long-term value for our investors.

  28. OVERVIEW

    | PRIMARY BOARD RESPONSIBILITIES | | • Establish Board/Committee composition, structure and responsibilities to ensure strong independent oversight • Conduct director succession planning to maintain engaged and diverse Board with balance of skills, qualifications and demographic backgrounds • Oversee businesses, strategy execution, risk mitigation, sustainability progress and governance profile • Approve annual operating plan and strategic decisions, including significant fixed and IT capital expenditures and acquisitions • Maintain integrity of financial statements • Evaluate performance of senior leaders and determine executive compensation • Conduct CEO and other executive succession planning and help us develop leaders that advance our future growth and ensure high-performing teams, diverse talent and equitable and inclusive culture |

  29. 2024 Director Nominees

    2024 Director Nominees Our Governance Guidelines provide our Board’s view that a size between 8 and 12 directors allows for effective Board functioning, although it may periodically comprise a larger or smaller number of directors. Under our Bylaws, the exact number of directors is fixed from time to time by Board resolution. As previously disclosed, in February 2024, Julia Stewart notified our Board of her intention not to stand for reelection at the Annual Meeting; she is continuing to serve as Compensation Committee Chair through April 2024. Our Board plans to fix the number of directors at 10 following Ms. Stewart’s departure from our Board. Our 2024 director nominees are shown in the chart below. As shown by individual in the Director Nominee Matrix in the proxy summary, they collectively bring a balance of industry and functional experiences and demographic backgrounds in overseeing management in advancing our strategies and achieving our financial and sustainability goals.

  30. 2024 Director Nominees

    | | NAME | AGE | DIRECTOR SINCE | PRINCIPAL OCCUPATION | INDEPENDENT | AC | CC | GC | FC | | 1 | Bradley A. Alford | 67 | 2010 | Retired Chairman & CEO, Nestlé USA | ✓ | | ● | ● | | | 2 | Mitchell R. Butier | 52 | 2016 | Executive Chairman, Avery Dennison Corporation | – | | | | ● | | 3 | Ken C. Hicks | 71 | 2007 | Executive Chairman, Academy Sports + Outdoors, Inc. | ✓ | | ● | | | | 4 | Andres A. Lopez | 61 | 2017 | President & CEO, O-I Glass, Inc. | ✓ | ● | ● | | | | 5 | Maria Fernanda Mejia^ | 60 | 2024 | Retired CEO, International, Newell Brands Inc. | ✓ | ● | | | | | 6 | Francesca Reverberi | 52 | 2023 | SVP, Engineered Materials & CSO, Trinseo PLC | ✓ | | ● | | | | 7 | Patrick T. Siewert | 68 | 2005 | Retired Managing Director & Partner, The Carlyle Group | ✓ | ● | | ● | ● | | 8 | Deon M. Stander | 55 | 2023 | President & CEO, Avery Dennison Corporation | – | | | | ● | | 9 | Martha N. Sullivan | 67 | 2013 | Retired CEO, Sensata Technologies Holding PLC | ✓ | ● | | | | | 10 | William R. Wagner | 57 | 2022 | Retired President & CEO, GoTo Group, Inc. | ✓ | ● | | ● | |

  31. 2024 Director Nominees

    AC = Audit Committee CC = Compensation Committee GC = Governance Committee FC = Finance Committee = Lead Independent Director ● = Chair ● = Member ^ = New Director The ages of our director nominees range from 52 to 71, with an average age of 61. Their lengths of service range from less than one to 19 years, with an average tenure on our Board of 8 years.

  32. Board Meetings and Attendance

    Board Meetings and Attendance Our Board met seven times during 2023. There were 24 Board Committee meetings during the year. All incumbent directors attended at least 75% of their respective Board and Committee meetings; average attendance was 100%. In addition, our directors regularly discussed strategic, business and financial matters with each of our Executive Chairman and our CEO outside of meetings. Directors are strongly encouraged to attend our annual stockholder meetings under our Governance Guidelines and all then-serving directors attended the 2023 Annual Meeting.

  33. Board Meetings and Attendance

    | 28 | 2024 Proxy Statement | Avery Dennison Corporation |

  34. Additional Board Engagement

    Additional Board Engagement Bringing their industry and functional expertise, some of our directors – in certain cases, together with third-party experts – are providing supplemental guidance outside the boardroom to management in its execution of our strategic initiatives related to digital solutions, environmental sustainability and food, as well as our focus on cybersecurity risk management. At this time, Mr. Wagner is a member of our Digital Advisory Council and our Cybersecurity Advisory Council; Mses. Mejia and Reverberi are members of our Circularity and Future of Packaging Advisory Council; and Mr. Alford is a member of our Food Advisory Council. Messrs. Butier and/or Stander serve on each of these Advisory Councils. Directors serving on Advisory Councils are not currently provided any additional compensation for doing so, but that could change for independent directors as the time commitments of their service continue to be assessed.

  35. GOVERNANCE GUIDELINES

    GOVERNANCE GUIDELINES Our Governance Guidelines provide the governance framework for our company and reflect the values of our Board, as highlighted below. They are reviewed at least annually and amended from time to time to reflect changes in regulatory requirements, evolving market practices, recommendations from our advisors and feedback from our investors. Our Governance Guidelines were last amended in December 2021.

  36. GOVERNANCE GUIDELINES

    | BOARD GOVERNANCE HIGHLIGHTS | | | Board Composition | ✓ Board of 10 director nominees reflects increased refreshment in recent years ✓ Mandatory retirement after age 72 with no exemptions or waivers allowed or granted ✓ On average, director nominee age of 61 years and tenure of 8 years ✓ 50% of director nominees are women and/or from other underrepresented communities | | Director Independence | ✓ Director nominees 80% independent ✓ Executive sessions of independent directors held at 6 Board meetings in 2023 | | Board Leadership Structure | ✓ Annual review of Board leadership structure ✓ Robust Lead Independent Director role and independent Audit, Compensation and Governance Chairs | | Board Committees | ✓ Annual composition review and periodic structural review and Chair/member rotation (including in July 2023 and February 2024) ✓ Act under annually reviewed charters reflecting best practices and stakeholder expectations ✓ Directors required to attend Board/Committee and stockholder meetings | | Board Duties | ✓ Regular leadership succession planning ✓ Ongoing review of long-term strategic plans, including key risks and mitigating strategies ✓ Directors entitled to rely on independent legal, financial or other advisors at our expense | | Continuous Board Improvement | ✓ New directors receive orientation materials and engage with senior management to familiarize themselves with our Board and company, and also participate in additional orientation sessions after joining Board committees to better understand responsibilities and processes ✓ Continuing education through meetings with management, visits to our facilities and participation in director education programs ✓ Annual evaluation process ensures Board, Committees, Chairman, Lead Independent Director and Committee Chairs are functioning effectively ✓ Individual director feedback process advances continuous director development and assists with Board succession planning | | Director Qualifications | ✓ Regular review of Board composition (including industry and functional experience, demographic backgrounds, tenure, and mandatory retirement date) and ongoing director succession planning |

  37. GOVERNANCE GUIDELINES

    | Avery Dennison Corporation | 2024 Proxy Statement | 29 |

  38. ITEM 1 – ELECTION OF DIRECTORS

    ITEM 1 – ELECTION OF DIRECTORS Our Bylaws provide that the number of directors will be fixed from time to time by resolution duly approved by our Board. As previously disclosed, in February 2024, Julia Stewart notified our Board of her intention not to stand for reelection at the Annual Meeting. Our Board plans to fix the number of directors at 10 following Ms. Stewart’s departure from our Board in April 2024. Each of our nominees is presently serving on our Board and has consented to being named in this proxy statement and serving if elected by stockholders. All nominees are standing for election for a one-year term ending at the 2025 Annual Meeting.

  39. SELECTION OF DIRECTOR NOMINEES

    SELECTION OF DIRECTOR NOMINEES Directors are recommended by the Governance Committee for nomination by our Board and election by our stockholders. New directors may also be recommended by the Governance Committee for appointment to our Board, with their election by stockholders taking place at the next Annual Meeting. As shown in the Director Nominee Matrix in the proxy summary, our director nominees bring a balance of industry and functional experiences and reflect diverse demographic backgrounds, allowing them to effectively discharge their oversight responsibilities. In evaluating whether to recommend a new or incumbent director nominee, the Governance Committee primarily considers the criteria described below.

  40. SELECTION OF DIRECTOR NOMINEES

    | • | Independence, to ensure substantial majority of our Board is independent |

  41. SELECTION OF DIRECTOR NOMINEES

    | • | U.S. public company leadership and/or Board experience and working or having worked outside the U.S., as well as industry and functional experience, in each case considering factors such as size, scope and complexity |

  42. SELECTION OF DIRECTOR NOMINEES

    | • | Board service at other U.S. public companies |

  43. SELECTION OF DIRECTOR NOMINEES

    | • | Experience in finance, accounting and/or executive compensation |

  44. SELECTION OF DIRECTOR NOMINEES

    | • | For incumbent directors, Board/Committee engagement and effectiveness, meeting attendance, compliance with our stock ownership policy, and mandatory retirement date |

  45. SELECTION OF DIRECTOR NOMINEES

    | • | Time commitments, including service on other boards; directors who are public company executive officers may not serve on more than one other U.S. public company board |

  46. SELECTION OF DIRECTOR NOMINEES

    | • | Potential conflicts of interest |

  47. SELECTION OF DIRECTOR NOMINEES

    | • | Demographic background; when evaluating nominees, the committee only considers (and requires any search firm engaged to provide) candidate slates that include highly qualified women and individuals from other underrepresented communities |

  48. SELECTION OF DIRECTOR NOMINEES

    | • | Ability to contribute to our company’s governance and sustainability priorities and progress |

  49. SELECTION OF DIRECTOR NOMINEES

    | Avery Dennison Corporation | 2024 Proxy Statement | 39 |

  50. SELECTION OF DIRECTOR NOMINEES

    The Governance Committee reviews the skills, qualifications and demographic background of any candidate with those of our current directors to ensure our Board has a broad diversity of experiences and viewpoints. Sources for identifying potential nominees include current Board members, senior management, executive search firms and investors. The Governance Committee regularly reviewed the skills, qualifications, demographic backgrounds, ages, tenures and scheduled mandatory retirement dates of our directors and conducted Board succession planning to ensure that it continues to meet the needs of our businesses, effectively oversee management in executing our strategies and advance the interests of our stakeholders. Its search for new directors with retail/CPG or finance expertise led to Ms. Mejia’s appointment to our Board in February 2024; the search for an additional director with finance expertise continues.

  51. Stockholder Submission of Director Nominees

    Stockholder Submission of Director Nominees The Governance Committee considers stockholder nominees on the same basis as it considers all other nominees.

  52. 2024 DIRECTOR NOMINEES

    2024 DIRECTOR NOMINEES The following pages provide information on our 2024 director nominees, including their age, length of service, independence, current Board roles and business experience during at least the past five years. We also indicate the name of any other U.S. public company board on which each nominee currently serves or has served during the past five years. For each nominee, we present select skills and qualifications, which includes U.S. public company leadership experience, U.S. public company board experience, areas of industry and functional experience, and experience working or having worked outside the U.S. The balance of skills, qualifications and demographic backgrounds on our Board is shown in the Director Nominee Matrix in the proxy summary; consistent with that disclosure, Select Skills and Qualifications excludes board service at U.S. public companies at which the individual served or serves as CEO, COO or CFO. All director nominees have demonstrated the ability to fulfill the time commitments necessary to serve on our Board and advance the long-term interests of our stockholders, as well as those of our other stakeholders.

  53. 2024 DIRECTOR NOMINEES

    | 42 | 2024 Proxy Statement | Avery Dennison Corporation |

  54. 2024 DIRECTOR NOMINEES

    | ANDRES A. LOPEZ |

  55. 2024 DIRECTOR NOMINEES

    | Age 61 Director since February 2017 Independent | RECENT BUSINESS EXPERIENCE O-I Glass, Inc., a glass container manufacturer and supplier to food and beverage brands • President & CEO since January 2016 • COO & President, Glass Containers, from January 2015 to December 2015 • President, O-I Americas, from July 2014 to July 2015 • President, O-I Latin America, from April 2009 to July 2014 BOARD ROLES Audit Committee Member Compensation Committee Member OTHER PUBLIC COMPANY BOARDS Current: O-I Glass, Inc. Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Oversees company with $7+ billion in revenues and ~24K employees in 2023 Industry and functional experience • As leader of global glass company, brings packaging industry expertise, as well as extensive experience in materials science and industrial goods, in each case complementing our Materials Group • Given impact of waste and recycling in glass value chain, technical expertise in environmental sustainability, as well as supervisory experience in finance, marketing, M&A, cybersecurity and R&D as CEO Works/Has Worked Outside the U.S. • Work assignments in Latin America |

  56. 2024 DIRECTOR NOMINEES

    | BRADLEY A. ALFORD |

  57. 2024 DIRECTOR NOMINEES

    | Age 67 Director since April 2010 Independent | RECENT BUSINESS EXPERIENCE Nestlé USA, a nutrition, health and wellness company • Chairman & CEO from January 2006 to October 2012 Nestlé Brands Company, an operating unit of Nestlé USA • President & CEO from 2003 to December 2005 BOARD ROLES Compensation Committee Member Governance Committee Member OTHER PUBLIC COMPANY BOARDS Current: Perrigo Company PLC Past Five Years: Conagra Brands, Inc. | SELECT SKILLS AND QUALIFICATIONS U.S. public company board experience • Concurrent service on one other board and prior service on other boards Industry experience • Technical expertise in consumer goods industry into which our Solutions Group sells with 42+ years in roles of increasing responsibility, as well as extensive experience in packaging, focused primarily on consumer goods Functional experience • Technical expertise in marketing, as well as supervisory experience in finance, M&A and R&D as regional CEO Works/Has Worked Outside the U.S. • Work assignments in Oceania |

  58. 2024 DIRECTOR NOMINEES

    | DEON M. STANDER |

  59. 2024 DIRECTOR NOMINEES

    | Age 55 Director since September 2023 Not Independent | RECENT BUSINESS EXPERIENCE Avery Dennison Corporation • President & CEO since September 2023 • President & COO from March 2022 to August 2023 • VP/GM, RBIS (now Solutions Group), from June 2015 to February 2022 • VP/GM, Global Commercial and Innovation, RBIS, from January 2013 to May 2015 • VP/GM, Global Commercial, RBIS, from October 2010 to December 2012 BOARD ROLES Finance Committee Member OTHER PUBLIC COMPANY BOARDS Current: None Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Held roles of increasing responsibility at our company, including COO and CEO Industry experience • Led our Solutions Group business and oversaw our Materials Group as COO, with packaging industry expertise and extensive experience in digital, materials science and industrial goods Functional experience • Technical environmental sustainability expertise having led our enterprise Sustainability Council, with supervisory experience in finance, marketing, M&A, cybersecurity and R&D as CEO Works/Has Worked Outside the U.S. • Work assignments in Europe and Asia Pacific |

  60. 2024 DIRECTOR NOMINEES

    | Avery Dennison Corporation | 2024 Proxy Statement | 43 |

  61. 2024 DIRECTOR NOMINEES

    | FRANCESCA REVERBERI |

  62. 2024 DIRECTOR NOMINEES

    | Age 52 Director since February 2023 Independent | RECENT BUSINESS EXPERIENCE Trinseo PLC, a specialty materials solutions provider • SVP, Engineered Materials & Chief Sustainability Officer since August 2023 • SVP, Sustainable Plastics & Chief Sustainability Officer from July 2021 to July 2023 • SVP, Engineered Materials & Synthetic Rubber, from March 2020 to December 2021 • General Manager, Engineered Materials, from October 2019 to May 2021 • Global Senior Business Director, Performance Plastics, from December 2017 to October 2019 BOARD ROLES Compensation Committee Member OTHER PUBLIC COMPANY BOARDS Current: None Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS Industry experience • Technical materials science expertise focused on applied science in plastics, as well as extensive experience in industrial goods, in each case complementing our Materials Group Functional experience • Serves as global sustainability leader, with technical expertise in environmental sustainability • Advanced educational and professional engineering expertise, with supervisory experience in marketing as divisional leader Works/Has Worked Outside the U.S. • Works in Europe, region leading sustainability-related requirements |

  63. 2024 DIRECTOR NOMINEES

    | KEN C. HICKS |

  64. 2024 DIRECTOR NOMINEES

    | Age 71 Director since July 2007 Independent | RECENT BUSINESS EXPERIENCE Academy Sports + Outdoors, a sports and recreation retailer • Executive Chairman since June 2023 • Chairman, President & CEO from May 2018 to May 2023 Foot Locker, Inc., a specialty athletic retailer • Executive Chairman from December 2014 to May 2015 • Chairman, President & CEO from February 2010 to November 2014 • President & CEO from August 2009 to February 2010 BOARD ROLES Compensation Committee Member OTHER PUBLIC COMPANY BOARDS Current: Academy Sports + Outdoors Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Led company then with $6.4 billion in annual revenues and ~22K employees U.S. public company board experience • Prior service on other boards Industry experience • 35+ years of retail industry expertise into which our Solutions Group sells, as well as extensive experience in consumer goods and packaging industries Functional experience • 35+ years of technical marketing expertise, including roles as merchandising leader at two retail companies, and supervisory experience in finance, M&A, environmental sustainability and cybersecurity as CEO |

  65. 2024 DIRECTOR NOMINEES

    | MARIA FERNANDA MEJIA |

  66. 2024 DIRECTOR NOMINEES

    | Age 60 Director since February 2024 Independent | RECENT BUSINESS EXPERIENCE Newell Brands Inc. • CEO, International, from February 2022 to February 2023 Kellogg Company • SVP and President, Latin America, from November 2011 to February 2020 BOARD ROLES Audit Committee Member OTHER PUBLIC COMPANY BOARDS Current: None Past Five Years: Grocery Outlet | SELECT SKILLS AND QUALIFICATIONS U.S. public company board experience • Prior service on other boards Industry experience • 35+ years of consumer goods industry expertise into which our Solutions Group sells, as well as extensive experience in packaging, focused primarily on consumer goods Functional experience • Technical expertise in marketing, as well as supervisory experience in environmental sustainability and R&D as regional CEO Works/Has Worked Outside the U.S. • Work assignments in Latin America, Europe and Asia Pacific |

  67. 2024 DIRECTOR NOMINEES

    | 44 | 2024 Proxy Statement | Avery Dennison Corporation |

  68. 2024 DIRECTOR NOMINEES

    | MARTHA N. SULLIVAN |

  69. 2024 DIRECTOR NOMINEES

    | Age 67 Director since February 2013 Independent | RECENT BUSINESS EXPERIENCE Sensata Technologies Holding PLC, a supplier of sensors and controls • President & CEO from January 2013 to March 2020 • President & COO from April 2010 to December 2012 • COO from May 2006 to April 2010 Texas Instruments, Inc., Sensata’s predecessor entity • VP, Sensor Products, from 1997 to 2006 BOARD ROLES Audit Committee Chair OTHER PUBLIC COMPANY BOARDS Current: Sensata Technologies Holding PLC Past Five Years: Goldman Sachs Acquisition Holding Company Corp II | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Led company then with $3.5 billion in annual revenues and ~21K employees Industry experience • Industrial goods industry expertise and extensive materials science experience, in each case complementing our Materials Group, as well as extensive experience in technology from overseeing RFID business, complementing our Solutions Group Functional experience • Higher education in engineering and technical expertise in R&D, as well as supervisory experience in finance, marketing, M&A and environmental sustainability as CEO |

  70. 2024 DIRECTOR NOMINEES

    | MITCHELL R. BUTIER |

  71. 2024 DIRECTOR NOMINEES

    | Age 52 Director since April 2016 Not Independent | RECENT BUSINESS EXPERIENCE Avery Dennison Corporation • Executive Chairman since September 2023 • Chairman & CEO from March 2022 to August 2023 • Chairman, President & CEO from April 2019 to February 2022 • President & CEO from May 2016 to April 2019 • President & COO from November 2014 to April 2016 • SVP & CFO from June 2010 to October 2014; continued serving as CFO until March 2015 • VP, Global Finance, & CAO from March 2007 to May 2010 BOARD ROLES Executive Chairman Finance Committee Chair OTHER PUBLIC COMPANY BOARDS Current: None Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Held roles of increasing responsibility at our company, including CFO, COO and CEO Industry experience • Served in positions of increasing responsibility in what is now our Materials Group, gaining packaging industry expertise and extensive materials science and industrial goods experience Functional experience • Technical finance expertise having served as CAO and CFO and environmental sustainability expertise from advancing our sustainability goals value-creation opportunities • Supervisory experience in marketing, M&A, cybersecurity and R&D as CEO Works/Has Worked Outside the U.S. • Work assignments in Europe |

  72. 2024 DIRECTOR NOMINEES

    | Avery Dennison Corporation | 2024 Proxy Statement | 45 |

  73. 2024 DIRECTOR NOMINEES

    | PATRICK T. SIEWERT |

  74. 2024 DIRECTOR NOMINEES

    | Age 68 Director since April 2005 Independent | RECENT BUSINESS EXPERIENCE The Carlyle Group, a diversified investment firm • Retired Managing Director and Partner and Head of Consumer, Media and Retail, Asia, from April 2007 to June 2023 The Coca-Cola Company, a beverage company • Executive Committee member and Group President, Asia, from August 2001 to March 2007 BOARD ROLES Lead Independent Director Governance Committee Chair Audit Committee Member Finance Committee Member OTHER PUBLIC COMPANY BOARDS Current: Mondelēz International, Inc. Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS U.S. public company board experience • Concurrent service on one other board Industry experience • Consumer goods industry expertise having led regional division of global beverage company into which our Solutions Group sells and extensive experience in materials science and industrial goods industries, complementing our Materials Group Functional experience • Finance and 15+ years of M&A expertise, advising on investments in consumer goods businesses and leading consumer, medial and retail investment practices in Asia Pacific, as well as supervisory experience in marketing and R&D as regional President Works/Has Worked Outside the U.S. • 25+ years working in Asia Pacific |

  75. 2024 DIRECTOR NOMINEES

    | WILLIAM R. WAGNER |

  76. 2024 DIRECTOR NOMINEES

    | Age 57 Director since October 2022 Independent | RECENT BUSINESS EXPERIENCE GoTo Group, Inc. (formerly LogMeIn, Inc.), a provider of software as a service and cloud-based remote work tools • President & CEO from December 2015 to January 2022 • President & COO from January 2015 to December 2015 • COO from May 2013 to December 2014 BOARD ROLES Audit Committee Member Governance Committee Member OTHER PUBLIC COMPANY BOARDS Current: BlackLine, Inc. Akamai Technologies, Inc. Semrush Holdings, Inc. Past Five Years: LogMeIn, Inc. | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Led company then with $1+ billion in annual revenues and ~4K employees U.S. public company board experience • Concurrent service on three other boards Industry experience • 25+ years of digital/technology industry expertise, as well as extensive experience in technology-based consumer goods, in each case complementing our Solutions Group and our strategy to lead at the intersection of the physical and digital Functional experience • Technical cybersecurity expertise, as well as marketing expertise as functional leader at two technology companies; supervisory experience in finance, M&A and R&D as CEO |

  77. 2024 DIRECTOR NOMINEES

    | 46 | 2024 Proxy Statement | Avery Dennison Corporation |

  78. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In recommending non-employee director compensation to our Board, the Compensation Committee seeks to target compensation around the median of similar-size companies with which we compete for director talent. The majority of compensation is delivered in equity to align director interests with those of our stockholders.

  79. Annual Target Compensation

    | 2023 NON-EMPLOYEE DIRECTOR COMPENSATION | | | | Target Grant Date Fair Value of RSUs | $170K | | | Board Retainer | $100K | | | Match of Charitable/Educational Contributions | $10K | | | Additional Retainers* | | | | Lead Independent Director | $30K | | | Audit Committee Chair | $25K | | | Compensation Committee Chair | $20K | | | Governance Committee Chair | $20K | |

  80. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  81. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash(2) | Stock Awards(3) | All Other Compensation(4) | Total | | Bradley A. Alford | $100,000 | $166,978 | $2,000 | $268,978 | | Anthony A. Anderson(2) | $50,000 | $166,978 | — | $216,978 | | Ken C. Hicks | $100,000 | $166,978 | $10,000 | $276,978 | | Andres A. Lopez | $100,000 | $166,978 | — | $266,978 | | Francesca Reverberi | $100,000 | $194,795 | — | $294,795 | | Patrick T. Siewert | $150,000 | $166,978 | $10,000 | $326,978 | | Julia A. Stewart | $120,000 | $166,978 | $10,000 | $296,978 | | Martha N. Sullivan | $125,000 | $166,978 | $10,000 | $301,978 | | William R. Wagner | $100,000 | $166,978 | $10,000 | $276,978 |

  82. DIRECTOR COMPENSATION TABLE

    | (1) Messrs. Butier and Stander do not appear in the table because they serve as Executive Chairman and CEO of our company, respectively, and receive no additional compensation to serve on our Board. Ms. Mejia does not appear on the table because she was not a director during 2023. |

  83. DIRECTOR COMPENSATION TABLE

    | (2) Amounts represent retainers earned as shown in the table below. At their election, the following directors had, for one or more years during their service, deferred compensation through the DDECP, with the following number of DSUs in their accounts as of December 30, 2023, the last day of our 2023 fiscal year: Mr. Alford – 22,398; Mr. Hicks – 15,330; Mr. Lopez – 1,649; Ms. Stewart – 43,303; and Ms. Sullivan – 13,864. Following his departure from our Board in November 2023, Mr. Anderson was issued 13,102 shares of our common stock reflecting his DDECP account balance, less fractional shares, on his separation date. |

  84. DIRECTOR COMPENSATION TABLE

    | Director | Board Leadership Roles | Board Retainer | Committee Chair Retainer | Lead Director Retainer | | Alford | | $100,000 | — | — | | Anderson | | $50,000 | — | — | | Hicks | | $100,000 | — | — | | Lopez | | $100,000 | — | — | | Reverberi | | $100,000 | — | — | | Siewert | Lead Independent Director, Governance Committee Chair | $100,000 | $20,000 | $30,000 | | Stewart | Compensation Committee Chair | $100,000 | $20,000 | — | | Sullivan | Audit Committee Chair | $100,000 | $25,000 | — | | Wagner | | $100,000 | — | — |

  85. DIRECTOR COMPENSATION TABLE

    | (3) Amounts reflect the grant date fair values of RSUs in accordance with Accounting Standards Codification Topic 718, Compensation, Stock Compensation (ASC 718). Fair values were determined based on the fair market value of our common stock on the respective grant date, adjusted for foregone dividends. Each non-employee director serving at year-end 2023 held 971 unvested RSUs, except that Ms. Reverberi held 1,126 unvested RSUs. |

  86. DIRECTOR COMPENSATION TABLE

    | (4) Amounts reflect our match of documented contributions made to charitable organizations or educational institutions. |

  87. DIRECTOR COMPENSATION TABLE

    | Avery Dennison Corporation | 2024 Proxy Statement | 49 |

  88. Leadership Transition

    | • | For Mr. Stander, increased his annual base salary from $700,000 to $1.1 million and his target AIP opportunity from 75% to 135% of base salary, in each case effective September 1, 2023 (with his 2023 AIP award to be prorated based on the portion of the year in which he served as COO and the portion of the year in which he served as CEO). The Compensation Committee preliminarily aligned to increase his target LTI opportunity from 300% to 550% of base salary, effective with the annual LTI award on March 1, 2024, subject to its review of market pay for similar roles at that time. In addition, the Committee approved a special promotion award to Mr. Stander on September 1, 2023 of stock options with a grant date fair value of approximately $3 million, 50% of which vests on each of the third and fourth anniversaries of the grant date, subject to his continued service. Mr. Stander’s annualized target TDC of $8.6 million (excluding the special promotion award) was set less than the market median; the Committee believed that positioning his compensation at the market 40th percentile compensated him within a reasonable CEO market range but reflected that he was new to the CEO role. |

  89. Leadership Transition

    | • | For Mr. Butier, reduced his annual base salary from $1.3 million to $1 million and his target AIP opportunity from 160% to 120% of base salary, in each case effective September 1, 2023 (with his 2023 AIP award to be prorated based on the portion of the year in which he served as CEO and the portion of the year in which he served as Executive Chairman). He received no special LTI award in connection with his role change. The Committee set Mr. Butier’s annualized target TDC consistent with the market median for an executive chairman role, reflecting the mentorship and guidance he would be providing to help ensure a smooth CEO transition. |

  90. Overview of Pay Philosophy and Executive Compensation Components

    | • | Aligning annual incentives for executives with our financial goals for the year |

  91. Overview of Pay Philosophy and Executive Compensation Components

    | • | Rewarding long-term performance using absolute and relative TSR, as well as cumulative EVA, to focus our executives on delivering sustainable stockholder value creation |

  92. Overview of Pay Philosophy and Executive Compensation Components

    The substantial majority of target TDC is performance-based, meaning that our NEOs ultimately may not realize the value of at-risk components if we fail to achieve the designated performance objectives. Incentive compensation consists of target award opportunities under our AIP and our LTI compensation program, with payouts determined based on our performance against the threshold, target and maximum levels established by the Committee. The Committee structures annual incentive compensation to reward NEOs primarily based on company or business performance to align their compensation with stockholder interests. The mix and elements of NEO target TDC are shown below.

  93. Overview of Pay Philosophy and Executive Compensation Components

    | * Mr. Stander’s annualized target TDC reflects his compensation package as CEO, excluding his special promotion award of stock options with a grant date fair value of approximately $3 million. |

  94. Overview of Pay Philosophy and Executive Compensation Components

    | ELEMENTS OF NEO TARGET TDC | | | | | | LTI Compensation | | | | | PUs | Corporate NEOs | Solutions NEO | | | | • 50% of LTI with payout = 0% to 200% of target award • 3-year performance period - Company EVA (50%) - Company Relative TSR (50%) | • 50% of LTI with payout = 0% to 200% of target award • 3-year performance period - Solutions Group EVA (75%) - Company Relative TSR (25%) | | | | • Relative TSR payout capped at 100% if absolute TSR is negative | | | | MSUs | • 50% of LTI with payout = 0% to 200% of target award • 100% Absolute TSR(3) • 1-, 2-, 3- and 4-year performance periods | | | | Annual Incentive Compensation | | | | | AIP Award* | | | | | | • Drives performance consistent with annual company or business financial goals • Individual performance modifier based on achievement against predetermined strategic and sustainability objectives (generally capped at 100% for NEOs) | | | | Base Salary | • Annual fixed-cash compensation generally set around market median | |

  95. Overview of Pay Philosophy and Executive Compensation Components

    | * AIP award for Solutions NEO (Mr. Melo) reflects his performance objectives and weightings for the nine months of the year he served as President, Solutions Group. He had different performance objectives and weightings for the three months of the year he served as SVP/GM, Avery Dennison Smartrac. His 2023 AIP award would have been prorated to reflect the respective performance objectives and weightings had not the payout been zero. |

  96. Strong Compensation Governance Practices

    | PAY FOR PERFORMANCE | | | Compensation Primarily Performance-Based | ✓ 87% of CEO’s annualized target TDC and 69% of average 2023 target TDC of other NEOs (excluding Mr. Butier) | | Capped Annual Incentive Set Considering Guidance and Long-Term Targets | ✓ AIP award based on achieving adjusted EPS at or above midpoint of annual guidance and other performance objectives consistent with annual financial goals, subject to limited upward and unlimited downward discretion based on Committee’s assessment of performance of our CEO against predetermined strategic objectives and other NEOs’ individual contributions; awards capped at 200% of target and individual modifiers for NEOs generally capped at 100% | | Majority Long-Term Equity Incentive Compensation | ✓ LTI awards prioritize longer-term stockholder value creation, with PUs cliff-vesting at end of 3-year period and MSUs vesting over 1-, 2-, 3- and 4-year performance periods | | Strategic Targeting | ✓ Target TDC (base salary + target AIP opportunity + target LTI opportunity) set to incent strong performance and value creation, giving consideration to pay at similar-size companies, role responsibilities, performance, tenure, retention and succession | | COMPENSATION BEST PRACTICES | | | No Employment Contracts | ✓ NEOs employed without contract unless required by applicable laws in their home country | | Rigorous Stock Ownership Policy | ✓ CEO required to maintain ownership of 6x his base salary and owned 10x this requirement at YE 2023; Executive Chairman, Level 2 NEOs and Level 3 NEOs required to maintain ownership 6x, 3x and 2x of base salary, respectively | | No Hedging or Pledging | ✓ Insider trading policy prohibits officers from engaging in short sale, option, hedging and pledging transactions in our common stock and all NEOs complied during 2023 | | Limited Trading Windows | ✓ NEOs may only transact in company stock during approved trading windows after satisfying preclearance requirements, including certifying continued compliance with our stock ownership policy | | Median Burn Rate | ✓ Three-year average burn rate of 0.50% at YE 2023, in line with 50th percentile of S&P 500 companies | | Compensation Clawbacks | ✓ Incentive compensation determined to be erroneously received by executive officers subject to clawback in event of accounting restatement | | No Excise Tax Gross Ups | ✓ No gross-up payments for excise taxes for termination following change of control | | Double Trigger Equity Vesting | ✓ Equity awards not accelerated upon change of control unless terminated without cause or terminate employment for good reason within 24 months of change of control | | Limited Perquisites | ✓ Other than capped financial planning reimbursement only for CEO and Level 2 NEOs and payment for annual physical examinations, U.S. NEOs receive flat taxable executive benefit allowance not subject to tax gross-up | | Reasonable Severance Benefits | ✓ Severance for qualifying termination: CEO: 2x (annual salary + target AIP award for year of termination + cash value of annual health insurance premium) All other NEOs (excl. Mr. Butier): 1x (annual salary + target AIP award for year of termination + cash value of annual health insurance premium) | | Limited Change of Control Benefits | ✓ Enhanced severance for qualifying termination within 24 months following a change of control: CEO: 3x (annual salary + target AIP award for year of termination + cash value of annual health insurance premium) + prorated target AIP award for year of termination Level 2 NEOs only: 2x (annual salary + target AIP award for year of termination + cash value of annual health insurance premium) + prorated target AIP award for year of termination | | STRONG GOVERNANCE | | | Independent Oversight | ✓ Committee comprising independent directors with executive compensation decisions | | Expert Compensation Consultant | ✓ WTW provides Committee with expert executive compensation advice |

  97. Integration of Sustainability Progress Tied to Strategy

    | • | Although the AIP financial modifier does not include quantitative sustainability-related measures, our financial performance in part reflects the success of our sustainability-driven products and solutions. In addition, a component in determining an AIP award is the individual modifier, which reflects a qualitative assessment of overall performance, including sustainability-related achievements, and can increase or decrease an executive’s AIP award. |

  98. SUMMARY OF 2023 COMPENSATION DECISIONS

    | • | Stockholder Returns – Our TSR on an absolute basis, as well as relative to a designated group of peer companies |

  99. SUMMARY OF 2023 COMPENSATION DECISIONS

    | 2023 EXECUTIVE COMPENSATION SUMMARY | | | Component | Decisions Impacting 2023 Compensation | | TARGET LTI AWARD (50% PUs, 50% MSUs) 70% of CEO annualized TDC; Avg. 50% of 2023 TDC for Other NEOs (excl. Butier) | Annual LTI Awards Granted in 2023 • When he was CEO, Mr. Butier’s 2023 target LTI opportunity increased from 585% to 700% of base salary to position his pay at the 70th percentile of market data for companies with annual revenues of $10 billion, acknowledging his strong performance delivering top-quartile TSR and mitigating the chance that his target TDC would fall below the market median before 2026, the next time the Committee planned to review his compensation, consistent with its approach of doing so every three years. Although our CEO transition occurred later in 2023, at the time of approval the Committee was focused on appropriately compensating Mr. Butier as a long-serving, highly successful CEO. Mr. Butier’s target LTI opportunity as Executive Chairman had not been determined at the time of his role change. In connection with his promotion to Solutions President, Mr. Melo’s target LTI opportunity increased from 120% to 180% of base salary effective March 2023. The Committee preliminarily aligned to increase Mr. Stander’s target LTI opportunity from 300% to 550% of base salary, effective March 2024, subject to its review of market pay for similar roles at that time. There were no other changes to NEO target LTI opportunities in 2023. • 50% in PUs that cliff-vest at the end of three-year period with payouts ranging from zero to 200% based on the achievement of the respective cumulative EVA and relative TSR performance objectives. Payout for the TSR component is capped at 100% of target for any three-year performance period in which absolute TSR is negative. There were no changes to the PU performance objectives or weightings for Corporate NEOs in 2023. • 50% in MSUs that vest based on absolute TSR over 1-, 2-, 3- and 4-year performance periods, with an average performance period of 2.5 years, based on the following performance levels and criteria: (i) threshold performance level, which results in payout at vesting of 85%, is TSR of (15)%; (ii) target performance level, which results in a payout at vesting of 100%, requires TSR of 10%; and (iii) maximum performance level, which results in payout at vesting of 200%, requires TSR of 75%. There were no changes to MSU performance criteria for 2023. Special LTI Awards Granted in 2023 • In 2023, the Committee approved special LTI for Ms. Baker-Nel and Messrs. Lovins and Colisto in the form of RSUs with grant date fair values of approximately $600,000, $1.5 million and $200,000, respectively; Mr. Lovins’ RSUs cliff-vest on the third anniversary of the grant date and Ms. Baker-Nel and Mr. Colisto’s RSUs cliff-vest on April 1, 2025, in each case subject to their continued service. In approving these awards, the Committee determined to provide additional incentive for Mr. Lovins to drive results in a challenging business environment; for Ms. Baker-Nel to ensure smooth key senior leadership transitions, accelerate our executive succession focus and enhance Company Leadership Team effectiveness; and for Mr. Colisto to incent advancement of cybersecurity preparedness and oversight of critical enterprise resource planning implementations. In connection with his promotion to CEO, Mr. Stander was granted a special award of stock options with a grant date fair value of approximately $3 million, 50% of which vests on each of the third and fourth anniversaries of the grant date, subject to his continued service. Mr. Butier did not receive a special LTI award when he became Executive Chairman. | | | LTI Awards Vesting at YE 2023 • Annual Award of 2021-2023 PUs: Our 2021-2023 TSR was at the 90th percentile relative to the objectively determined peer group established in February 2021, resulting in a payout of 200% on that performance objective for all NEOs. Our company’s cumulative EVA was $1,216.3 million, resulting in a payout of 166% on that performance objective for the annual award of 2021-2023 PUs for all NEOs other than Messrs. Stander and Melo. Cumulative EVA for what is now Solutions was 96% of target, resulting in a payout of 97% on that performance objective for the annual award of 2021-2023 PUs for Messrs. Stander and Melo, whose PUs were tied to that business at the time of grant. The annual awards of 2021-2023 PUs paid out based on weighted averages of 123% for Messrs. Stander and Melo and 183% for all other NEOs. • Special Award of 2021-2023 PUs: For retention purposes and to further incent him to contribute to the results for our total company – including by continuing to transform our Solutions business and driving our sustainability progress as then-leader of our enterprise-wide Sustainability Council – Mr. Stander was granted a one-time award of PUs in February 2021 with a grant date fair value of approximately $500,000 with the same performance objectives and weightings as the annual award of 2021-2023 PUs for Corporate NEOs. Consistent with the above, these PUs paid out based on a weighted average of 183%. |

  100. SUMMARY OF 2023 COMPENSATION DECISIONS

    | 2023 EXECUTIVE COMPENSATION SUMMARY | | | Component | Decisions Impacting 2023 Compensation | | | LTI Awards Vesting at YE 2023 • MSUs • 4th Tranche of MSUs granted in 2020 2020-2023 Absolute TSR of 62% Payout of 180% of target • 3rd Tranche of MSUs granted in 2021 2021-2023 Absolute TSR of 32% Payout of 134% of target • 2nd Tranche of MSUs granted in 2022 2022-2023 Absolute TSR of (1)% Payout of 94% of target • 1st Tranche of MSUs granted in 2023 2023 Absolute TSR of 7% Payout of 98% of target |

  101. 2023 AIP Awards

    2023 AIP Awards The 2023 AIP was designed to incent management to achieve our financial goals for the year. NEOs are not eligible for guaranteed AIP awards. AIP awards are determined for each fiscal year using the formula below. Individual modifiers for NEOs are generally capped at 100% although the Committee retains the discretion to determine higher individual modifiers to reward exceptional performance, up to 150%.

  102. 2023 AIP Awards

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  103. Target AIP Opportunities

    Target AIP Opportunities Changes to NEO target AIP opportunities approved by the Committee are described in the 2023 Executive Compensation Summary.

  104. Target AIP Opportunities

    | NEO TARGET AIP OPPORTUNITIES | | | | | NEO | Executive Level | 2023 Opportunity (% of Base Salary) | | | Stander | 1 | 95 | %* | | Butier | 1 | ~147 | %* | | Lovins | 2 | 75 | | | Melo | 2 | ~58 | %* | | Baker-Nel | 3 | 50 | | | Colisto | 3 | 50 | | | * Target AIP opportunities for Messrs. Stander, Butier and Melo were prorated based on their previous opportunities of 75%, 160% and 50% of base salary, respectively, and their year-end opportunities of 135%, 120% and 60% of base salary, respectively. | | | |

  105. AIP Performance Objectives; Target-Setting Principles

    AIP Performance Objectives; Target-Setting Principles The performance objectives and weightings for the 2023 AIP for Corporate NEOs, which were consistent with the prior year, were established by the Committee to continue incenting them to grow sales, improve profitability and generate strong cash flow.

  106. AIP Performance Objectives; Target-Setting Principles

    | 2023 AIP PERFORMANCE OBJECTIVES FOR CORPORATE NEOs | | | Objective | Description | | Adjusted Sales Growth (20%) | Focuses management on top-line growth, a key contributor to sustained long-term value creation | | Adjusted EPS (60%) | Primary driver of stockholder value creation and measure we use to provide annual guidance to investors; focuses management on profitable growth and expense control | | Adjusted Free Cash Flow (20%) | Cash available after investment in our business, which we can deploy for acquisitions, venture investments, dividends and share repurchases; focuses management on improving capital efficiency, including working capital |

  107. AIP Performance Objectives; Target-Setting Principles

    The Committee determined to link the AIP financial modifier for our Solutions NEO primarily to his business’ results, based 45% on adjusted net income and 40% on adjusted free cash flow; the remaining 15% was linked to adjusted EPS. The Solutions objectives were designed to be achievable only if the business improved upon its 2022 performance and delivered results consistent with its 2023 goals. The threshold payout level for the adjusted EPS performance objective for all NEOs was set at 0%. The threshold payout level for the other two performance objectives for Corporate NEOs was set at 50%. For our Solutions NEO, the threshold payout level for the adjusted net income performance objective was set at 0% and the threshold payout level for the adjusted free cash flow performance objective was set at 50%. For all performance objectives for all NEOs, the target payout level was 100% and the maximum payout level was 200%. In setting 2023 AIP targets for Corporate NEOs, the Committee aimed to ensure consistency with our 2021-2025 financial targets, giving consideration to the factors described below.

  108. AIP Performance Objectives; Target-Setting Principles

    | • | Target adjusted sales growth, reflecting sales growth ex. currency excluding the impact of acquisitions completed after the targets were set, of 3.5% ($9,285M) was less than both our 2021-2025 sales growth ex. currency target of 5%+ and our 2022 sales growth ex. currency result of 13.1% because 2022 results were largely driven by our customers building up inventory when supply chains were constrained and the pricing actions we took to address significant inflation. For 2023, we expected that we would pass some of the benefit from the anticipated easing of inflation to our customers. |

  109. AIP Performance Objectives; Target-Setting Principles

    | • | Target adjusted EPS of $9.50 was set above the midpoint and near the high end of the annual guidance we provided to investors in February 2023. Due to anticipated inventory destocking, target was set lower than our 2021-2025 compound annual growth target of 10% and 4% higher than our 2022 result of $9.15. |

  110. AIP Performance Objectives; Target-Setting Principles

    | 62 | 2024 Proxy Statement | Avery Dennison Corporation |

  111. AIP Performance Objectives; Target-Setting Principles

    | • | Although we did not externally communicate a 2021-2025 adjusted free cash flow target, our plan for 2023 was to deliver adjusted free cash flow of $740 million with solid net income growth and working capital productivity, partially offset by higher planned capital expenditures and restructuring actions. Target for adjusted free cash flow was 11% above the adjusted free cash flow we achieved in 2022. |

  112. AIP Performance Objectives; Target-Setting Principles

    | 2023 AIP TARGETS VS. LONG-TERM TARGETS AND 2022 RESULTS | | | | | | 2021-2025 Long-Term Target | 2022 Results | 2023 AIP Target | | Sales Growth Ex. Currency | 5%+ | 13.1% | 3.5% ($9,285M)* | | Adjusted EPS Growth | 10% | $9.15 | $9.50 (4% over 2022 results) | | Adjusted Free Cash Flow | N/A | $667M | $740M (11% over 2022 results) | | * Represents AIP target for adjusted sales growth | | | |

  113. Financial Modifiers

    | 2023 AIP FINANCIAL MODIFIERS | | | | | | | | | | | Performance Objective | Weighting | Threshold(1) | Target (100%) | Maximum (200%) | 2023 Actual | Modifier | Weighted Average Modifier | | Mr. Stander Mr. Butier Mr. Lovins Ms. Baker-Nel Mr. Colisto | Adjusted Sales Growth(3) | 20% | $9,059M | $9,285M | $9,550M | $8,285M | 0% | 0% | | | Adjusted EPS(4) | 60% | $9.00 | $9.50 | $10.00 | $7.86 | 0% | 0% | | | Adjusted Free Cash Flow(5) | 20% | $670M | $740M | $800M | $588M | 0% | 0% | | Corporate NEO Financial Modifier | | | | | | | | 0% | | Mr. Melo(2) | Adjusted EPS(4) | 15% | $9.00 | $9.50 | $10.00 | $7.86 | 0% | 0% | | | Solutions Adjusted Net Income(6)(7) | 45% | $232.0M | $244.2M | $268.6M | $155.5M | 0% | 0% | | | Solutions Adjusted Free Cash Flow(7) | 40% | $123M | $153M | $183M | $40M | 0% | 0% | | Solutions NEO Financial Modifier | | | | | | | | 0% |

  114. Financial Modifiers

    | (1) Adjusted EPS and adjusted net income thresholds set at 0%; thresholds for all other performance objectives set at 50%. |

  115. Mr. Lovins

    | • | Continued driving ongoing scenario planning to ensure achievement of long-term financial targets |

  116. Mr. Lovins

    | • | Ensured effective capital allocation to deliver strong returns and EVA growth over long term |

  117. AIP Awards

    AIP Awards As shown below, our NEOs received no AIP awards for 2023.

  118. AIP Awards

    | 2023 AIP AWARDS | | | | | | | | | 2023 YE Base Salary | Target AIP Opportunity | Target AIP Award | Financial Modifier | Individual Modifier | AIP Award | | Stander(1) | $1,100,000 | 95% | $1,045,000 | 0% | 100% | $0 | | Butier(2) | $1,000,000 | ~147% | $1,466,667 | 0% | 100% | $0 | | Lovins | $750,000 | 75% | $562,500 | 0% | 100% | $0 | | Melo(3)(4) | $518,219 | ~58% | $297,976 | 0% | 100% | $0 | | Baker-Nel | $490,000 | 50% | $245,000 | 0% | 100% | $0 | | Colisto | $456,770 | 50% | $228,385 | 0% | 100% | $0 |

  119. AIP Awards

    | (1) Mr. Stander’s target AIP opportunity was prorated based on his opportunity as COO of 75% of base salary for the first eight months of the year and his opportunity as CEO of 135% of base salary for the last four months of the year. |

  120. AIP Awards

    | (2) Mr. Butier’s target AIP opportunity was prorated based on his opportunity as CEO of 160% of base salary for the first eight months of the year and his opportunity as Executive Chairman of 120% of base salary for the last four months of the year. |

  121. AIP Awards

    | (3) Amounts for Mr. Melo were converted from euros using the average monthly exchange rate for December 2023. |

  122. AIP Awards

    | (4) Mr. Melo’s target AIP opportunity was prorated based on his opportunity as SVP/GM, Avery Dennison Smartrac, of 50% of base salary for the first three months of the year and his opportunity as Solutions President, of 60% of base salary for the last nine months of the year. |

  123. 2023 GRANTS OF LTI AWARDS

    2023 GRANTS OF LTI AWARDS Our LTI program provides variable incentive compensation to enhance alignment of executive interests with stockholder interests and drive long-term value creation. The annual LTI awards granted to NEOs in 2023 were fully performance based and delivered through the equity vehicles described below.

  124. 2023 GRANTS OF LTI AWARDS

    | • | 50% in PUs that cliff-vest at the end of a three-year period subject to the achievement of the respective cumulative EVA and relative TSR performance objectives established for the award |

  125. 2023 GRANTS OF LTI AWARDS

    | • | 50% in MSUs that vest at the end of the 1-, 2-, 3- and 4-year performance periods, with an average performance period of 2.5 years, based on our absolute TSR |

  126. 2023 GRANTS OF LTI AWARDS

    Annual LTI awards were granted on March 1, 2023. Actual amounts, if any, realized by our NEOs from the vesting of these awards will be based on our performance, as well as our stock price at the time of vesting. The Committee does not offset the loss or gain of prior year grants in determining current year grants, as doing so would compromise the intended risk/reward nature of these incentives. Special LTI awards may be granted by the Committee for hiring, promotion, retention and other incentive purposes, with the awards granted on the first day of the last month of the quarter following the event or decision to make a grant. The four special LTI awards approved by the Committee in 2023 are described in the 2023 Executive Compensation Summary and shown in a chart later in this section.

  127. 2023 GRANTS OF LTI AWARDS

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  128. Target LTI Opportunity

    Target LTI Opportunity Changes to NEO target LTI award opportunities approved by the Committee are described in the 2023 Executive Compensation Summary.

  129. Target LTI Opportunity

    | NEO 2023 TARGET LTI OPPORTUNITIES | | | | NEO | Executive Level | LTI Opportunity | | Stander(1) | 1 | 300% | | Butier(2) | 1 | 700% | | Lovins | 2 | 250% | | Melo(3) | 2 | 180% | | Baker-Nel | 3 | 120% | | Colisto | 3 | 120% |

  130. Target LTI Opportunity

    | (1) Mr. Stander’s target LTI opportunity reflects opportunity as COO since his role change occurred after the March 1, 2023 grant date. The Committee preliminarily aligned in May 2023 to increase Mr. Stander’s target LTI opportunity to 550% effective March 1, 2024, subject to its review of market pay for similar roles at that time. (2) When he was serving as CEO, Mr. Butier’s target LTI opportunity was increased from 585% of base salary to 700% of base salary effective March 1, 2023 to be more consistent with market data for companies with revenues of $10 billion and to acknowledge his delivery of top-quartile TSR during his tenure. At the time of his role change, the Committee had not determined his target LTI opportunity as Executive Chairman. (3) Mr. Melo’s target LTI opportunity reflects opportunity as Solutions President, since his role change effective April 1, 2023 had been determined before the March 1, 2023 grant date. |

  131. Performance Units (PUs)

    Performance Units (PUs) PUs cliff-vest in shares of our common stock after the end of a three-year period at threshold (50% payout), target (100% payout) and maximum (200% payout) levels based on our achievement of the performance objectives established for the award. PUs do not accrue dividend equivalents and are not counted for purposes of our stock ownership policy. The Committee established the following performance objectives for the 2023-2025 PUs. The Committee believes that these objectives align executive compensation with the long-term interests of our stockholders because delivering cumulative EVA and strong TSR relative to peer companies reflects the value we create for our investors.

  132. Performance Units (PUs)

    | • | Cumulative EVA, weighted 50% for Corporate NEOs (based on company EVA) and 75% for our Solutions NEO (based on segment EVA). EVA is calculated by deducting the economic cost associated with the use of capital (weighted average cost of capital multiplied by average invested capital) from after-tax operating profit, with the cost of capital fixed over the performance period. The Committee established EVA targets for Corporate NEOs consistent with our 2021-2025 financial goals for earnings growth and ROTC and our primary objective of delivering superior TSR, with the target payout set at or a near the high end of these goals and the maximum payout exceeding the high end of these goals. EVA targets for our Solutions NEO focused on the business’ EVA change compared to the prior three-year period, with the cost of capital fixed over the performance period. Whether linked to company or business results, achievement of 2023-2025 cumulative EVA targets requires significant improvement in our financial performance. |

  133. Performance Units (PUs)

    | • | Relative TSR compared to an objectively determined peer group of companies, weighted 50% for Corporate NEOs and 25% for our Solutions NEO. The Committee designed the TSR objective to provide realized compensation only if our stockholder value creation compares favorably relative to the designated peer group, the names of which are listed under Peer Groups later in this CD&A. The Committee set the threshold payout at TSR at the 40th percentile, target payout at TSR at the 50th percentile and maximum payout at TSR at the 80th percentile, which were the same levels used for the 2022-2024 PUs. Payouts for the relative TSR component of PUs are capped at 100% of target if our absolute TSR is negative. In assessing the rigor of the TSR objectives, the Committee noted that performing at the median relative to peers over the 2023-2025 period would represent solid performance in light of anticipated headwinds from foreign currency fluctuations, inflationary pressures and supply chain challenges. |

  134. Performance Units (PUs)

    | 68 | 2024 Proxy Statement | Avery Dennison Corporation |

  135. Performance Units (PUs)

    | 2023-2025 PUs | | | | | NEOs | | Performance Objectives | Weighting | | | Stander Butier Lovins Baker-Nel Colisto | Cumulative EVA Relative TSR | 50% 50% | | | Melo | Solutions Cumulative EVA Relative TSR | 75% 25% |

  136. Market-leveraged Stock Units (MSUs)

    Market-leveraged Stock Units (MSUs) MSUs are performance-based LTI awards tied to our absolute TSR. MSUs are designed to achieve the Committee’s combined objectives of retention and higher incentive compensation driven by stock price appreciation. MSUs vest based on the performance periods shown below, with the number of shares paid out at vesting based on our absolute TSR and the value realized reflecting both the number of shares paid out as well as our stock price at the time of vesting. Although dividend equivalents accrue on MSUs during the performance period, they are earned and paid only at vesting; if the threshold level of performance is not achieved, any dividend equivalents accrued during the performance period are cancelled with the tranche of awards subject to vesting. The performance criteria for MSUs are shown below. The Committee determined to maintain the same MSU performance objectives for 2023 because they are achieving the Committee’s goal of incenting strong performance and value creation.

  137. Market-leveraged Stock Units (MSUs)

    | | MSU PERFORMANCE CRITERIA | | | | | | Absolute TSR | Unit Payout | | | Cancelled | <(15)% | 0% | | | Threshold | (15)% | 85% | | | Target | 10% | 100% | | | Above Target | >10% | >100% | | | Maximum | 75% | 200% |

  138. Annual LTI Awards

    Annual LTI Awards Our NEOs were granted the annual LTI awards shown in the table below in March 2023. The number of awards granted was based on the respective NEO’s base salary at year-end 2022 and target 2023 target LTI opportunity. The number of PUs granted for the EVA component was based on the average closing price for shares of our common stock during the first 10 trading days of February 2023; the numbers of PUs granted for the relative TSR component and MSUs granted were based on grant date fair value using the Monte-Carlo simulation method described in footnote (2) of the 2023 Summary Compensation Table.

  139. Annual LTI Awards

    | 2023 ANNUAL LTI AWARDS | | | | | | | | | | 2022 YE Base Salary | Target LTI Opportunity | PUs (#) | PUs ($) | MSUs (#) | MSUs ($) | LTI Value | | Stander | $700,000 | 300% | 5,623 | $1,021,274 | 5,454 | $1,050,095 | $2,071,369 | | Butier | $1,200,000 | 700% | 22,493 | $4,085,287 | 21,816 | $4,200,125 | $8,285,412 | | Lovins | $700,000 | 250% | 4,686 | $851,096 | 4,545 | $875,058 | $1,726,154 | | Melo(1) | $416,465 | 180% | 2,401 | $426,661 | 2,311 | $445,020 | $871,681 | | Baker-Nel | $457,600 | 120% | 1,471 | $267,167 | 1,426 | $274,604 | $541,771 | | Colisto | $441,324 | 120% | 1,418 | $257,543 | 1,375 | $264,816 | $522,359 |

  140. Annual LTI Awards

    | (1) Mr. Melo’s base salary was converted from euros using the average monthly exchange rate for December 2022. |

  141. Annual LTI Awards

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  142. SPECIAL LTI AWARDS

    SPECIAL LTI AWARDS Ms. Baker Nel and Messrs. Stander, Lovins and Colisto were granted special one-time LTI awards in 2023 as shown in the table below. The Committee’s rationale for the awards to Ms. Baker-Nel and Messrs. Lovins and Colisto is described in the 2023 Executive Compensation Summary.

  143. SPECIAL LTI AWARDS

    | 2023 SPECIAL LTI AWARDS |

  144. SPECIAL LTI AWARDS

    | | Stock Options (#) | Exercise Price ($) | RSUs (#) | LTI Value | | Stander(1) | 62,955 | $190.54 | – | $3,000,025 | | Lovins(2) | – | – | 8,230 | $1,430,732 | | Baker-Nel(2) | – | – | 3,292 | $578,870 | | Colisto(2) | – | – | 1,097 | $192,898 |

  145. SPECIAL LTI AWARDS

    | (1) Stock options awarded to Mr. Stander in connection with his promotion to CEO vest 50% on each of the third and fourth anniversaries of the grant date, subject to his continued service. (2) RSUs awarded to Mr. Lovins cliff-vest on the third anniversary of the grant date and RSUs awarded to Ms. Baker-Nel and Mr. Colisto cliff-vest on April 1, 2025, in each case subject to their continued service. |

  146. 2023 VESTING OF PREVIOUSLY GRANTED ANNUAL LTI AWARDS

    2023 VESTING OF PREVIOUSLY GRANTED ANNUAL LTI AWARDS

  147. MSUs Eligible for Vesting at YE 2023

    MSUs Eligible for Vesting at YE 2023 Four tranches of MSUs were eligible for vesting at the end of 2023 based on our absolute TSR for the four-, three-, two- and one-year performance periods shown below, with the number of shares paid out at vesting determined in accordance with the formula shown below.

  148. Nonqualified Deferred Compensation Benefits

    Nonqualified Deferred Compensation Benefits Our U.S. NEOs are eligible to participate in our nonqualified deferred compensation plan, which allows eligible U.S. employees to defer up to 75% of their base salary and up to 90% of their AIP award. The plan provides these NEOs and other eligible U.S. employees with a long-term capital accumulation opportunity because deferred amounts accumulate on a pre-tax basis. Participants may select from a number of investment options, with deferrals 100% vested. Our deferred compensation plan does not offer above-market interest rates. Our company made a contribution effective as of the first business day of 2023 to the deferred compensation accounts of eligible participants for (i) 401(k) eligible pay in 2022 in excess of the Internal Revenue Code of 1986, as amended (the “Code”) compensation limit, and (ii) their respective deferred compensation deferrals. This annual contribution, which is designed to supplement 401(k) contributions that are limited under the Code, provides an automatic contribution of 3% of deferred and eligible pay and a matching contribution of up to 50% of the first 7% of deferrable and eligible pay above the Code compensation limit. For additional information regarding our deferred compensation plan and accrued NEO benefits thereunder, see 2023 Nonqualified Deferred Compensation in Executive Compensation Tables.

  149. Pension Benefits

    Pension Benefits Messrs. Butier and Lovins are our only NEOs eligible, subject to the same terms and conditions as our other eligible U.S. employees, for pension benefits under our benefit restoration plan, a nonqualified excess benefit plan. Because the accrual of benefits under the benefit restoration plan was frozen as of year-end 2010, neither of our eligible NEOs accrued additional pension benefits during 2023. For additional information regarding the benefit restoration plan and accrued NEO benefits thereunder, see 2023 Pension Benefits in Executive Compensation Tables.

  150. Executive Long-Term Disability Insurance Benefits

    Executive Long-Term Disability Insurance Benefits If they elect to enroll in executive long-term disability coverage, our U.S. NEOs’ long-term disability benefit is equal to 65% of their eligible pre-disability monthly earnings up to a maximum of $25,000 per month. Coverage is available only for the individual; dependents are not covered.

  151. Severance Benefits

    Severance Benefits Consistent with market practices, the Committee believes that providing our executives with severance benefits helps ensure that they act in the best interests of our company and stockholders, even if doing so may be contrary to their personal interests, such as where it could lead to termination of their employment or a change of control of our company. The compensation of our NEOs in the event of termination not for cause is governed by our Amended and Restated Executive Severance Plan (the “Severance Plan”) and, as applicable, our Amended and Restated Key Employee Change of Control Severance Plan (the “COC Severance Plan”). We use these plans rather than individually negotiated agreements to allow us to change the severance benefits for which applicable NEOs are eligible to reflect market practices without the need to obtain their individual consent. In addition, this plan-based approach eliminates the need to individually negotiate severance arrangements and ensures that eligible NEOs receive benefits on the same terms and conditions as employees with similar levels of responsibility. Receipt of benefits under these plans is conditioned on the executive signing a waiver and general release of claims against our company, as well as agreeing to certain restrictive covenants in favor of our company. Any violation of these covenants could result in our company seeking to recover some or all severance benefits previously paid or pursuing any other claims that may be appropriate under the circumstances. Unvested equity awards outstanding on the date of termination are generally cancelled, except for employees who qualify as retirement eligible under the terms of our equity incentive plan, whose awards are accelerated upon termination of service. Mr. Stander was the only NEO who qualified as retirement eligible at year-end 2023. For additional information regarding potential NEO benefits under these plans, including the treatment of equity awards under various termination scenarios, see Payments Upon Termination as of December 30, 2023 in Executive Compensation Tables.

  152. Severance Following Involuntary Termination Not for Cause

    Severance Following Involuntary Termination Not for Cause Our NEOs (excluding Mr. Butier) are eligible to receive severance benefits upon involuntary termination not for “cause,” in accordance with the terms and conditions of the Severance Plan. In the event of a qualifying termination, our CEO would receive two times the sum of his annual salary, target AIP award for the year of termination and the cash value of 12 months of his qualified medical and dental insurance premiums; our other eligible NEOs would receive one times their respective sum of these amounts. They would also be eligible to receive up to $25,000 in outplacement services for one year following termination of employment. Any payments made under the Severance Plan would be offset by any payments received by the NEO under any statutory, legislative and regulatory requirement or, if applicable, the COC Severance Plan.

  153. Severance Following Change of Control

    Severance Following Change of Control Messrs. Stander, Lovins and Melo are our only NEOs eligible for enhanced severance payments upon termination not for cause or by the executive for good reason within 24 months of a change of control of our company, in accordance with the terms and conditions of the COC Severance Plan. In the event of a qualifying termination following a change of control, our CEO would receive three times the sum of his annual salary, target AIP award for the year of termination and the cash value of 12 months of his qualified medical and dental insurance premiums; our Level 2 NEOs would receive two times their respective sum of these amounts. These NEOs would also be eligible to receive a

  154. Severance Following Change of Control

    | Avery Dennison Corporation | 2024 Proxy Statement | 73 |

  155. Severance Following Change of Control

    prorated AIP award for the year of termination and up to $25,000 in outplacement services for one year following termination of employment. Any payments under the COC Severance Plan would be offset by any payments received by the NEO under the Severance Plan and any other statutory, legislative and regulatory requirement. In the event of termination following a change of control, our Level 3 NEOs would be entitled to receive benefits under the Severance Plan described above. Participating NEOs are not eligible to receive any excise tax gross-up on amounts payable under the COC Severance Plan. If the NEO would otherwise incur excise taxes under Section 4999 of the Code, payments under the COC Severance Plan would be reduced so that no excise taxes would be due if the reduction results in a greater after-tax benefit to the NEO. Under our equity incentive plans, unvested equity awards would generally vest only if our NEOs are terminated without cause or resign for good reason within 24 months after the change of control. Outstanding PUs and MSUs vest based on actual performance, if determinable, and otherwise based on target performance.

  156. Tally Sheets

    | • | Cash compensation (base salary and AIP awards), LTI awards, value of vested LTI awards, and annualized cost of benefits and perquisites |

  157. Tally Sheets

    | • | Value of annual compensation, including base salary, AIP award and grant date fair value of LTI awards |

  158. Tally Sheets

    | • | Accumulated value of compensation, including outstanding LTI awards and accumulated benefit values under pension and deferred compensation plans |

  159. Tally Sheets

    | • | Potential payments under various termination scenarios |

  160. Peer Groups

    Peer Groups Beginning in 2023, for determining relative TSR, the Committee used the following objective criteria for purposes of identifying the peer group: public companies primarily listed on a U.S. stock exchange (previous criterion was headquartered in the U.S.) (i) in similar industries based on their classification in one of five GICS groups (diversified chemicals, specialty chemicals, metal and glass containers, paper packaging, and paper products) and (ii) with market capitalization of at least $1.5 billion and revenues during the last 12 months of $3 billion to $30 billion (previous criterion was only revenues during the last 12 months of $1 billion to $20 billion).

  161. Peer Groups

    | PEER GROUP FOR DETERMINING RELATIVE TSR FOR PUs | | | | | 2023-2025 PUs AT FYE 2023 (31 companies) | | 2021-2023 PUs AT TIME OF PAYOUT (39 companies) | | | Albermarle Corporation Amcor plc AptarGroup, Inc. Ardagh Metal Packaging S.A. Avient Corporation Axalta Coating Systems Ltd. Ball Corporation Berry Global Group, Inc. Celanese Corporation Crown Holdings, Inc. Dupont de Nemours, Inc. Eastman Chemical Company Ecolab Inc. Graphic Packaging International, LLC Greif, Inc. H.B. Fuller Company | Huntsman Corporation International Flavors & Fragrances Inc. International Paper Company O-I Glass, Inc. Packaging Corporation of America Pactiv Evergreen Inc. PPG Industries, Inc. RPM International Inc. Sealed Air Corporation Silgan Holdings Inc. Sonoco Products Company Sylvamo Corporation The Chemours Company The Sherwin-Williams Company Westrock Company | Albermarle Corporation AptarGroup, Inc. Ashland Global Holdings Inc. Axalta Coating Systems Ltd. Avient Corporation Ball Corporation Berry Global Group, Inc. Celanese Corporation Clearwater Paper Corporation Crown Holdings, Inc. Eastman Chemical Company Ecolab Inc. Ecovyst Inc. Element Solutions Inc. Graphic Packaging International, LLC Greif, Inc. H.B. Fuller Company Huntsman Corporation Ingevity Corporation Innospec Inc. | International Flavors & Fragrances Inc. Minerals Technologies Inc. NewMarket Corporation O-I Glass, Inc. Packaging Corporation of America Pactiv Evergreen Inc. PPG Industries, Inc. Quaker Chemical Corporation Rayonier Inc. RPM International Inc. Sealed Air Corporation Sensient Technologies Corporation Silgan Holdings Inc. Sonoco Products Company Stepan Company The Chemours Company The Sherwin-Williams Company Valhi, Inc. WestRock Company |

  162. INDEPENDENT OVERSIGHT AND EXPERTISE

    | 2023 WTW SERVICES | | • Advised on CEO succession and other leadership transitions | | • Benchmarked CEO and Executive Chairman compensation | | • Provided strategic review of executive compensation program | | • Provided incentive compensation advice (including recommending revised criteria for determining peer group for measuring relative TSR component of PUs) | | • Conducted analyses of share utilization and stockholder value transfer related to LTI compensation | | • Commented on our 2023 CD&A and certain other proxy statement disclosures | | • Analyzed a proxy advisory firm’s projected pay-for-performance analysis | | • Advised on executive compensation trends and regulatory updates | | • Prepared for, attended and reviewed documentation for Committee meetings |

  163. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  164. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2) | Option Awards(3) | Non-Equity Incentive Plan Compensation(4) | Change In Pension Value and NQDC Earnings | All Other Compensation(5) | Total | | Deon M. Stander | | | | | | | | | | President & | 2023 | $844,231 | $2,071,369 | $3,000,025 | $0 | – | $155,337 | $6,070,962 | | Chief Executive Officer | 2022 | $664,706 | $3,454,633 | – | $304,500 | – | $125,982 | $4,549,821 | | | 2021 | $565,537 | $1,508,802 | – | $635,012 | $142,139 | $124,331 | $2,975,821 | | Mitchell R. Butier | | | | | | | | | | Executive Chairman; | 2023 | $1,180,769 | $8,285,412 | – | $0 | $5,812 | $228,115 | $9,700,108 | | Former Chief Executive Officer | 2022 | $1,176,923 | $6,769,541 | – | $974,400 | – | $186,875 | $9,107,739 | | | 2021 | $1,183,250 | $7,047,669 | – | $3,360,000 | $662,480 | $180,322 | $12,433,721 | | Gregory S. Lovins | | | | | | | | | | Senior Vice President & | 2023 | $736,539 | $3,156,886 | – | $0 | $821 | $156,649 | $4,050,895 | | Chief Financial Officer | 2022 | $690,315 | $1,594,295 | – | $304,500 | – | $136,184 | $2,725,295 | | | 2021 | $650,445 | $1,550,961 | – | $991,890 | $133,115 | $126,497 | $3,452,908 | | Francisco Melo(6) (7) | | | | | | | | | | President, | 2023 | $492,075 | $871,680 | – | $0 | – | $21,169 | $1,384,924 | | Solutions Group | | | | | | | | | | Deena Baker-Nel | | | | | | | | | | Senior Vice President & | 2023 | $481,277 | $1,120,641 | – | $0 | – | $114,973 | $1,716,891 | | Chief Human Resources Officer | 2022 | $447,200 | $481,408 | – | $132,704 | – | $104,697 | $1,166,009 | | | 2021 | $412,000 | $481,950 | – | $416,000 | $87,340 | $104,164 | $1,501,454 | | Nicholas R. Colisto(7) | | | | | | | | | | Senior Vice President & | 2023 | $452,612 | $715,257 | – | $0 | – | $110,828 | $1,278,697 | | Chief Information Officer | | | | | | | | |

  165. 2023 SUMMARY COMPENSATION TABLE

    | (1) Amounts include any portions of salary contributed to our employee savings plan or deferred under our deferred compensation plan. Salary adjustments, if any, generally become effective in April unless a change in role leads to an adjustment at a different time of year. |

  166. 2023 SUMMARY COMPENSATION TABLE

    | (2) Amounts in 2023 include the grant date fair value of PUs, which are eligible for vesting at the end of a three-year period provided that the designated performance objectives are achieved as of the end of the period. The number of shares vesting can range from 0% to 200% of the target units on the grant date. The performance objectives that determine the number of shares that may be earned for the PUs granted in 2023 to Corporate NEOs (Ms. Baker-Nel and Messrs. Stander, Butier, Lovins and Colisto) are (i) company cumulative EVA (weighted 50%), which is a performance condition under Accounting Standards Codification Topic 718, Compensation-Stock Compensation (ASC 718), and (ii) relative TSR (weighted 50%), compared to a designated peer group, which is a market condition under ASC 718, in each case computed over the 2023-2025 performance period. For our Solutions NEO (Mr. Melo), the performance objectives are Solutions cumulative EVA (weighted 75%) and relative TSR (weighted 25%), in each case computed over the 2023-2025 performance period. The fair values of the performance condition component were determined based on the fair market value of our common stock on the grant date, adjusted for foregone dividends during the performance period. The maximum grant date fair values of the performance condition component of PUs were $992,646, $3,970,585, $827,147, $631,052 and $250,335 for Messrs. Stander, Butier, Lovins, Melo and Colisto, respectively, and $259,722 for Ms. Baker-Nel. The fair values of the market condition component were determined using the Monte-Carlo simulation method, which utilizes multiple input variables to estimate the probability of achieving the performance objectives established for the award, including the expected volatility of our stock price relative to the designated peer group at the end of the three-year performance period and a risk-free interest rate of 4.35% derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the period. Based on the Monte-Carlo simulation method, the grant date fair values of the market condition component of PUs were 105.23% of our average stock price on the grant date. Target grant date fair values of the market condition component of PUs were $524,951, $2,099,994, $437,523, $111,135 and $132,376 for Messrs. Stander, Butier, Lovins, Melo and Colisto, respectively, and $137,307 for Ms. Baker-Nel. Maximum grant date fair values were the same as target grant date fair values. |

  167. 2023 SUMMARY COMPENSATION TABLE

    | Amounts in 2023 also include the grant date fair value of MSUs, which are eligible for vesting over 1-, 2-, 3- and 4-year performance periods provided that the designated performance objective is achieved as of the end of each period. The number of shares vesting can range from 0% to 200% of one-quarter of the target units on the grant date. The sole performance objective that determines the number of units that may be earned for MSUs is absolute TSR, which is a market condition under ASC 718. The grant date fair value was 106.82% of our average stock price on the grant date and determined using the Monte-Carlo simulation method, which utilizes multiple input variables to estimate the probability of achieving the performance objective established for the award, including the expected volatility of our stock price and risk-free interest rates of 4.95%, 4.58%, 4.35% and 4.20% for the first, second, third and fourth MSU tranches, respectively, derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the respective performance periods. Target grant date fair values of MSUs were $1,050,094, $4,200,125, $875,058, $445,020 and $264,816 for Messrs. Stander, Butier, Lovins, Melo and Colisto, respectively, and $274,604 for Ms. Baker-Nel. Maximum grant date fair values were the same as target grant date fair values. |

  168. 2023 SUMMARY COMPENSATION TABLE

    | Amounts in 2023 for Ms. Baker-Nel and Messrs. Lovins and Colisto also include the grant date fair values of RSUs, without adjustment for forfeitures. RSUs awarded to Mr. Lovins cliff-vest on the third anniversary of the grant date and RSUs awarded to Ms. Baker-Nel and Mr. Colisto cliff-vest on April 1, 2025, in each case subject to their continued service. The fair values of these RSUs were determined based on the closing price of our common stock on the grant date, adjusted for foregone dividends. The grant date fair values of these RSUs were $578,870, $1,430,732 and $192,898, respectively. |

  169. 2023 SUMMARY COMPENSATION TABLE

    | (3) Amount in 2023 for Mr. Stander reflects the aggregate grant date fair value of stock options, without adjustment for forfeitures, which vest 50% on each of the third and fourth anniversaries of the grant date, in each case subject to his continued service. The grant date fair value of stock options was estimated using the Black-Scholes pricing model. For information regarding the assumptions we use to determine grant date fair value, see Note 12, “Long-Term Incentive Compensation,” to the consolidated financial statements contained in our 2023 Annual Report. |

  170. 2023 SUMMARY COMPENSATION TABLE

    | (4) Amounts reflect AIP awards for the applicable year, which are determined in February and paid in March of the following year. |

  171. 2023 SUMMARY COMPENSATION TABLE

    | (5) The table shown below shows the components of these amounts for 2023. |

  172. 2023 SUMMARY COMPENSATION TABLE

    | Avery Dennison Corporation | 2024 Proxy Statement | 79 |

  173. 2023 SUMMARY COMPENSATION TABLE

    | | Perquisites | | | | Benefits | | | | | | | | Name | Executive Benefit Allowance | Executive Physical | Financial Planning | Company Automobile | Company Contribution/ Match, Savings Plan | Company Contributions, Deferred Comp. Plan | Company Match, Charitable Contribution | Executive Long-Term Disability Insurance | Executive Life Insurance | Executive Liability Insurance | Total | | Stander | $66,538 | $2,800 | $4,410 | – | $21,450 | $49,786 | – | $2,631 | $4,902 | $2,820 | $155,337 | | Butier | $48,462 | – | – | – | $21,450 | $140,130 | $10,000 | $2,631 | $2,622 | $2,820 | $228,115 | | Lovins | $65,000 | $4,623 | – | – | $21,450 | $54,503 | $3,000 | $2,631 | $2,622 | $2,820 | $156,649 | | Melo | – | – | – | $16,169 | – | – | $5,000 | – | – | – | $21,169 | | Baker-Nel | $50,000 | – | – | – | $21,450 | $30,473 | $5,000 | $2,608 | $2,622 | $2,820 | $114,973 | | Colisto | $50,000 | $3,242 | – | – | $19,913 | $29,951 | – | – | $4,902 | $2,820 | $110,828 |

  174. 2023 SUMMARY COMPENSATION TABLE

    | (6) Messrs. Melo and Colisto were first-time NEOs in 2023. As permitted by SEC rules, the table shows their compensation only for 2023. |

  175. 2023 SUMMARY COMPENSATION TABLE

    | (7) Amounts for Mr. Melo were converted from euros using the average monthly exchange rate for 2023. |

  176. 2023 SUMMARY COMPENSATION TABLE

    | 80 | 2024 Proxy Statement | Avery Dennison Corporation |

  177. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  178. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock Units (#) | Exercise or Base Price of Option Award ($) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Deon M. Stander | | | | | | | | | | | | | | MSUs | 03/01/23 | – | – | – | 4,636 | 5,454 | 10,908 | – | – | $1,050,094 | | | PUs | 03/01/23 | – | – | – | 2,812 | 5,623 | 11,246 | – | – | $1,021,274 | | | Options | 09/01/23 | – | – | – | – | – | – | 62,955 | $190.54 | $3,000,025 | | | AIP Award | – | $209,000 | $1,045,000 | $2,090,000 | – | – | – | – | – | – | | Mitchell R. Butier | | | | | | | | | | | | | | MSUs | 03/01/23 | – | – | – | 18,544 | 21,816 | 43,632 | – | – | $4,200,125 | | | PUs | 03/01/23 | – | – | – | 11,247 | 22,493 | 44,986 | – | – | $4,085,287 | | | AIP Award | – | $293,333 | $1,466,667 | $2,933,934 | – | – | – | – | – | – | | Gregory S. Lovins | | | | | | | | | | | | | | MSUs | 03/01/23 | – | – | – | 3,863 | 4,545 | 9,090 | – | – | $875,058 | | | PUs | 03/01/23 | – | – | – | 2,343 | 4,686 | 9,372 | – | – | $851,096 | | | RSUs | 03/01/23 | – | – | – | – | – | – | 8,230 | – | $1,430,732 | | | AIP Award | – | $112,500 | $562,500 | $1,125,000 | – | – | – | – | – | – | | Francisco Melo | | | | | | | | | | | | | | MSUs | 03/01/23 | – | – | – | 1,964 | 2,311 | 4,622 | – | – | $445,020 | | | PUs | 03/01/23 | – | – | – | 1,201 | 2,401 | 4,802 | – | – | $426,661 | | | AIP Award | – | $67,445 | $297,976 | $595,952 | – | – | – | – | – | – | | Deena Baker-Nel | | | | | | | | | | | | | | MSUs | 03/01/23 | – | – | – | 1,212 | 1,426 | 2,852 | – | – | $274,604 | | | PUs | 03/01/23 | – | – | – | 736 | 1,471 | 2,942 | – | – | $267,168 | | | RSUs | 03/01/23 | – | – | – | – | – | – | 3,292 | – | $578,870 | | | AIP Award | – | $49,000 | $245,000 | $490,000 | – | – | – | – | – | – | | Nicholas R. Colisto | | | | | | | | | | | | | | MSUs | 03/01/23 | – | – | – | 1,169 | 1,375 | 2,750 | – | – | $264,816 | | | PUs | 03/01/23 | – | – | – | 709 | 1,418 | 2,836 | – | – | $257,543 | | | RSUs | 03/01/23 | – | – | – | – | – | – | 1,097 | – | $192,898 | | | AIP Award | – | $45,677 | $228,385 | $456,770 | – | – | – | – | – | – |

  179. 2023 GRANTS OF PLAN-BASED AWARDS

    | (1) Amounts represent threshold, target and maximum opportunities under the 2023 AIP. Target AIP awards were determined by multiplying each NEO’s year-end base salary by the following target opportunities: 95% for Mr. Stander; ~147% for Mr. Butier; 75% for Mr. Lovins; ~58% for Mr. Melo; and 50% for Ms. Baker-Nel and Colisto. Target AIP opportunities for Messrs. Stander, Butier and Melo reflect previous opportunities of 75%, 160% and 50%, respectively, and year-end opportunities of 135%, 120% and 60%, respectively, in each case prorated for the months of their service in their respective roles during the year. The AIP payout for Corporate NEOs (Ms. Baker-Nel and Messrs. Stander, Butier, Lovins and Colisto) ranges from zero for below-threshold performance; 20% for threshold performance based on a threshold of 0% for the adjusted EPS performance objective and a threshold of 50% for the adjusted sales growth and adjusted free cash flow performance objectives; 100% for target performance with respect to each of the performance objectives; and 200% for maximum performance with respect to each of the performance objectives. The AIP payout for our Solutions NEO (Mr. Melo) ranges from zero for below-threshold performance; 22.5% for threshold performance based on thresholds of 0% for the adjusted EPS and adjusted net income performance objectives and 50% for the adjusted sales growth and adjusted free cash flow performance objectives; 100% for target performance with respect to each of the performance objectives; and 200% for maximum performance with respect to each of the performance objectives. |

  180. 2023 GRANTS OF PLAN-BASED AWARDS

    | (2) Amounts for MSUs represent threshold, target and maximum opportunities, which are paid out in shares of our common stock over 1-, 2-, 3- and 4-year performance periods provided that the absolute TSR performance objective is achieved as of the end of each period. The actual number of shares eligible for vesting at each vesting date ranges from 0% to 200% of one-quarter of the target number of units on the grant date, with a threshold payout of 85%. MSUs accrue dividend equivalents during the performance period, which are earned only at vesting. |

  181. 2023 GRANTS OF PLAN-BASED AWARDS

    | Amounts for PUs represent threshold, target and maximum opportunities for the 2023-2025 PUs, which are paid out in shares of our common stock at the end of the three-year performance period provided that the respective cumulative EVA and relative TSR performance objectives are achieved at the end of the period. Cumulative EVA is weighted 50% for Corporate NEOs (based on company EVA) and 75% for our Solutions NEO (based on segment EVA) and relative TSR is weighted 50% for our Corporate NEOs and 25% for our Solutions NEO. The actual number of shares eligible for vesting ranges from 0% to 200% of the target number of units on the grant date, with a payout of 50% if threshold performance is achieved with respect to each of the performance objectives. |

  182. 2023 GRANTS OF PLAN-BASED AWARDS

    | RSUs awarded to Mr. Lovins cliff-vest on the third anniversary of the grant date and RSUs awarded to Ms. Baker-Nel and Mr. Colisto cliff-vest on April 1, 2025, in each case subject to their continued service. |

  183. 2023 GRANTS OF PLAN-BASED AWARDS

    | (3) The grant date fair values of MSUs were determined using the Monte-Carlo simulation method, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award. |

  184. 2023 GRANTS OF PLAN-BASED AWARDS

    | The grant date fair values for the performance condition component of PUs were determined based on the fair market value of our common stock on the grant date, adjusted for foregone dividends during the performance period. The grant date fair values for the market condition component of PUs were determined using the Monte-Carlo simulation method described above. |

  185. 2023 GRANTS OF PLAN-BASED AWARDS

    | The grant date fair values of stock options were estimated using the Black-Scholes option-pricing model. |

  186. 2023 GRANTS OF PLAN-BASED AWARDS

    | The grant date fair values of RSUs were determined based on the fair market value of our common stock on the grant date, adjusted for foregone dividends. |

  187. 2023 GRANTS OF PLAN-BASED AWARDS

    | For more information on determinations of grant date fair values, see footnote (2) of the 2023 Summary Compensation Table. For additional information regarding the assumptions we use for our stock-based compensation, see Note 12, “Long-Term Incentive Compensation,” to the consolidated financial statements contained in our 2023 Annual Report. |

  188. 2023 GRANTS OF PLAN-BASED AWARDS

    | Avery Dennison Corporation | 2024 Proxy Statement | 81 |

  189. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  190. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options – Exercisable (#) | Number of Securities Underlying Unexercised Options – Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Deon M. Stander | 02/27/20 | – | – | – | – | – | – | 1,897(2) | $383,497 | | | 03/01/21 | – | – | – | – | – | – | 3,218(3) | $650,551 | | | 03/01/21 | – | – | – | – | – | – | 4,591(3) | $928,117 | | | 03/01/21 | – | – | – | – | – | – | 1,985(2) | $401,287 | | | 03/01/22 | – | – | – | – | – | – | 9,117(3) | $1,843,093 | | | 03/01/22 | – | – | – | – | – | – | 5,637(2) | $1,139,576 | | | 03/01/22 | – | – | – | – | 5,862(4) | $1,185,062 | – | $1,185,062 | | | 03/01/23 | – | – | – | – | – | – | 8,391(3) | $1,696,324 | | | 03/01/23 | – | – | – | – | – | – | 5,523(2) | $1,116,530 | | | 09/01/23 | – | 62,955 | $190.54 | 09/01/33 | – | – | – | – | | | | – | 62,955 | | | 5,862 | $1,185,062 | 40,359 | $9,344,037 | | Mitchell R. Butier | 06/01/16 | 141,108 | – | $73.96 | 06/01/26 | – | – | – | – | | | 02/27/20 | – | – | – | – | – | – | 13,214(2) | $2,671,342 | | | 03/01/21 | – | – | – | – | – | – | 32,243(3) | $6,518,245 | | | 03/01/21 | – | – | – | – | – | – | 13,949(2) | $2,819,930 | | | 03/01/22 | – | – | – | – | – | – | 30,477(3) | $6,161,230 | | | 03/01/22 | – | – | – | – | – | – | 18,823(2) | $3,805,258 | | | 03/01/23 | – | – | – | – | – | – | 33,566(3) | $6,785,702 | | | 03/01/23 | – | – | – | – | – | – | 22,093(2) | $4,466,321 | | | | 141,108 | – | | | – | – | 164,365 | $33,228,028 | | Gregory S. Lovins | 02/27/20 | – | – | – | – | – | – | 2,933(2) | $592,934 | | | 03/01/21 | – | – | – | – | – | – | 7,095(3) | $1,434,325 | | | 03/01/21 | – | – | – | – | – | – | 3,071(2) | $620,834 | | | 03/01/22 | – | – | – | – | – | – | 7,178(3) | $1,451,105 | | | 03/01/22 | – | – | – | – | – | – | 4,433(2) | $896,175 | | | 03/01/23 | – | – | – | – | – | – | 6,993(3) | $1,413,705 | | | 03/01/23 | – | – | – | – | – | – | 4,603(2) | $930,543 | | | 03/01/23 | – | – | – | – | 8,230(4) | $1,663,777 | – | $1,663,777 | | | | – | – | | | 8,230 | $1,663,777 | 36,306 | $9,003,398 | | Francisco Melo | 02/27/20 | – | – | – | – | – | – | 582(2) | $117,657 | | | 03/01/21 | – | – | – | – | – | – | 1,477(3) | $298,590 | | | 03/01/21 | – | – | – | – | – | – | 913(2) | $184,572 | | | 03/01/22 | – | – | – | – | – | – | 28,016(3) | $5,663,715 | | | 03/01/22 | – | – | – | – | – | – | 1,267(2) | $256,137 | | | 03/01/23 | – | – | – | – | – | – | 2,987 (3) | $603,852 | | | 03/01/23 | – | – | – | – | – | – | 2,340(2) | $473,054 | | | | – | – | | | – | – | 37,582 | $7,597,577 | | Deena Baker-Nel | 02/27/20 | – | – | – | – | – | – | 766(2) | $154,855 | | | 03/01/21 | – | – | – | – | – | – | 2,205(3) | $445,763 | | | 03/01/21 | – | – | – | – | – | – | 956(2) | $193,265 | | | 03/01/22 | – | – | – | – | – | – | 2,168(3) | $438,283 | | | 03/01/22 | – | – | – | – | – | – | 1,334(2) | $269,681 | | | 03/01/23 | – | – | – | – | – | – | 2,195(3) | $443,741 | | | 03/01/23 | – | – | – | – | – | – | 1,444(2) | $291,919 | | | 03/01/23 | – | – | – | – | 3,292(4) | $665,511 | – | $665,511 | | | | – | – | | | 3,292 | $665,511 | 11,068 | $2,903,018 | | Nicholas R. Colisto | 02/27/20 | – | – | – | – | – | – | 789(2) | $159,504 | | | 03/01/21 | – | – | – | – | – | – | 1,911(3) | $386,328 | | | 03/01/21 | – | – | – | – | – | – | 828(2) | $167,388 | | | 03/01/22 | – | – | – | – | – | – | 1,852(3) | $374,400 | | | 03/01/22 | – | – | – | – | – | – | 1,145(2) | $231,473 | | | 03/01/23 | – | – | – | – | – | – | 2,116(3) | $427,771 | | | 03/01/23 | – | – | – | – | – | – | 1,392(2) | $281,407 | | | 03/01/23 | – | – | – | – | 1,097(4) | $221,770 | – | $221,770 | | | | – | – | | | 1,097 | $221,770 | 10,033 | $2,250,041 |

  191. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Market value calculated based on the closing price of our common stock of $202.16 on December 29, 2023, the last trading day of our 2023 fiscal year. |

  192. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) MSUs are eligible for vesting over 1-, 2-, 3- and 4-year performance periods, subject to achievement of the absolute TSR performance objective. Amounts are shown at (i) 180%, 134%, 94% and 98% of target for the vesting tranches of the MSUs granted in 2020, 2021, 2022 and 2023, respectively, the payouts based on actual performance as determined by the Compensation Committee in February 2024; (ii) the maximum level of performance for the remaining tranches of the MSUs granted in 2021, as actual performance through December 30, 2023 would result in above-target payouts; and (iii) at target level of performance for the remaining tranches of the MSUs granted in 2022 and 2023, as actual performance through December 30, 2023 would result in below-target payouts. |

  193. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) PUs are eligible for vesting at the end of a three-year performance period, subject to achievement of the respective cumulative EVA and relative TSR performance objectives. Amounts reflect the cumulative EVA component of PUs for the annual award of 2021-2023 PUs at (i) 166% of target for Corporate NEOs (except Messrs. Stander and Melo whose annual award of 2021-2023 PUs were tied to Solutions Group) and 97% of target for Messrs. Stander and Melo, in each case which were the payouts based on actual performance as determined by the Compensation Committee in February 2024. Amount for the cumulative EVA component of the special award of 2021-2023 PUs granted to Mr. Stander reflects 166% of target, based on actual performance as determined by the Compensation Committee in February 2024. Amounts for all NEOs for the 2022-2024 PUs and 2023-2025 PUs reflect the target level of performance as actual performance through December 30, 2023 would result in below-target payouts. Amounts for the TSR component of PUs reflect 200% of target for the 2021-2023 PUs for all NEOs which were the payouts based on actual performance as determined by the Compensation Committee in February 2024. Amounts for all NEOs for the 2022-2024 PUs and 2023-2025 PUs reflect the maximum level of performance, as actual performance through December 30, 2023 would result in above-target payouts. |

  194. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) RSUs awarded to Messrs. Stander and Lovins cliff-vest on the third anniversary of the grant date and RSUs awarded to Ms. Baker-Nel and Mr. Colisto cliff-vest on April 1, 2025, in each case subject to their continued service. |

  195. 2023 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | 82 | 2024 Proxy Statement | Avery Dennison Corporation |

  196. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The table below provides information regarding the number of shares acquired and the value realized by our NEOs upon the vesting of equity awards during 2023.

  197. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Deon M. Stander | – | – | 13,256 | $2,416,171 | | Mitchell R. Butier | – | – | 68,949 | $12,567,334 | | Gregory S. Lovins | – | – | 19,070 | $3,475,889 | | Francisco Melo | – | – | 16,184 | $2,949,858 | | Deena Baker-Nel | – | – | 5,027 | $916,271 | | Nicholas R. Colisto | – | – | 5,112 | $931,764 |

  198. 2023 OPTION EXERCISES AND STOCK VESTED

    | (1) Amounts reflect the number of shares acquired on vesting multiplied by the fair market value of our common stock on the vesting date and, for vesting MSUs, include the payout of accrued dividend equivalents. |

  199. 2023 PENSION BENEFITS

    2023 PENSION BENEFITS The present value of accumulated pension benefits shown in the table below was calculated based on the assumptions we used to calculate our pension benefit obligations in the consolidated financial statements contained in our 2023 Annual Report. Amounts shown reflect the lump-sum present value of the pension benefits accumulated as of December 30, 2023, the last day of our fiscal year. Ms. Baker-Nel and Messrs. Stander, Melo and Colisto are not included in the table because they have no accumulated pension benefits.

  200. 2023 PENSION BENEFITS

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($)(1) | | Mitchell R. Butier | Benefit Restoration Plan | 9.33 | $230,075 | – | | Gregory S. Lovins | Benefit Restoration Plan | 15.58 | $30,454 | – |

  201. 2023 PENSION BENEFITS

    | (1) The Benefit Restoration Plan allows for lump-sum payment. For information regarding the assumptions we use to determine the present value of accumulated pension plan benefits, see Note 6, “Pension and Other Postretirement Benefits,” to the consolidated financial statements contained in our 2023 Annual Report. |

  202. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION The table below provides information regarding executive and company contributions to our Executive Variable Deferred Retirement Plan (EVDRP) by our U.S. NEOs. Under the EVDRP, participants may choose among publicly available funds ranging from money market and bond funds to index and other equity/mutual funds. Their rate of return depends on the funds they select. Mr. Melo is excluded from the table because, as a non-U.S. NEO, he is not eligible to participate in the EVDRP.

  203. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($) | | Deon M. Stander | $145,323 | $49,786 | $220,278 | $1,613,184 | | Mitchell R. Butier | $23,615 | $140,130 | $733,208 | $3,717,444 | | Gregory S. Lovins | – | $54,503 | $151,563 | $728,232 | | Deena Baker-Nel | $72,191 | $30,473 | $104,722 | $864,050 | | Nicholas R. Colisto | $45,261 | $29,951 | $9,489 | $153,653 |

  204. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (1) Company contributions to the EVDRP are included in the All Other Compensation column of the 2023 Summary Compensation Table. |

  205. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | (2) Amounts reflect EVDRP vested account balances as of December 30, 2023, the last day of our 2023 fiscal year. Because the amounts do not represent above-market earnings, they are not reported in the 2023 Summary Compensation Table. The amounts shown below were reported in the All Other Compensation column of Summary Compensation Tables in previous proxy statements. |

  206. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Aggregate Company Contributions Previously Reported ($) | | Stander | $178,291 | | Butier | $905,805 | | Lovins | $219,583 | | Baker-Nel | $41,349 | | Colisto | – |

  207. PAYMENTS UPON TERMINATION AS OF DECEMBER 30, 2023

    PAYMENTS UPON TERMINATION AS OF DECEMBER 30, 2023 The table below shows the potential benefits that would have been payable to our NEOs had they been terminated on December 30, 2023, the last day of our fiscal year.

  208. PAYMENTS UPON TERMINATION AS OF DECEMBER 30, 2023

    | | | Termination Scenarios as of End of Fiscal Year 2023 | | | | | | Name | Benefit | Death | Qualifying Disability | Qualifying Retirement(2) | Involuntary Termination Not for Cause | Termination within 24 Months of Change of Control | | Deon M. Stander | | | | | | | | | Severance Payment | – | – | – | $4,345,365 | $6,518,048 | | | Unvested Stock Options(1) | – | – | – | – | $731,537 | | | Unvested RSUs(1) | $1,777,593 | $1,777,593 | $1,777,593 | $1,777,593 | $1,777,593 | | | Unvested PUs(1) | $1,871,799 | $1,871,799 | $2,372,695 | $2,372,695 | $3,409,024 | | | Unvested MSUs(1) | $1,271,676 | $1,271,676 | $1,469,341 | $1,469,341 | $2,746,456 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Total | $4,921,068 | $4,921,068 | $5,619,629 | $9,989,994 | $15,207,658 | | | Elimination of Excise Tax Liability | – | – | – | – | $(2,050,831) | | | Forfeited Equity(1) | $(3,743,542) | $(3,743,542) | $(3,044,981) | $(3,044,981) | – | | Mitchell R. Butier | | | | | | | | | Unvested PUs(1) | $6,293,241 | $6,293,241 | – | – | $12,179,129 | | | Unvested MSUs(1) | $5,484,047 | $5,484,047 | – | – | $11,263,626 | | | Total | $11,777,288 | $11,777,288 | – | – | $23,442,755 | | | Forfeited Equity(1) | $(11,777,288) | $(11,777,288) | $(23,442,755) | $(23,442,755) | – | | Gregory S. Lovins | | | | | | | | | Severance Payment | – | – | – | $1,340,183 | $2,680,365 | | | Unvested RSUs(1) | – | – | – | – | $1,663,777 | | | Unvested PUs(1) | $1,426,306 | $1,426,306 | – | – | $2,688,930 | | | Unvested MSUs(1) | $1,329,675 | $1,329,675 | – | – | $2,565,664 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Total | $2,755,981 | $2,755,981 | – | $1,365,183 | $9,623,736 | | | Forfeited Equity(1) | $(4,162,390) | $(4,162,390) | $(6,918,371) | $(6,918,371) | – | | Francisco Melo | | | | | | | | | Severance Payment | – | – | – | $817,168 | $1,634,336 | | | Unvested PUs(1) | $3,094,564 | $3,094,564 | – | – | $6,332,258 | | | Unvested MSUs(1) | $354,222 | $354,222 | – | – | $916,161 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Total | $3,448,786 | $3,448,786 | – | $842,168 | $8,907,755 | | | Elimination of Excise Tax Liability | – | – | – | – | $(1,682,566) | | | Forfeited Equity(1) | $(3,799,632) | $(3,799,632) | $(1,078,117) | $(1,078,117) | – | | Deena Baker-Nel | | | | | | | | | Severance Payment | – | – | – | $762,683 | $762,683 | | | Unvested RSUs(1) | – | – | – | – | $665,511 | | | Unvested PUs(1) | $437,676 | $437,676 | – | – | $830,271 | | | Unvested MSUs(1) | $389,982 | $389,982 | – | – | $774,395 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Total | $827,658 | $827,658 | – | $787,683 | $3,057,860 | | | Forfeited Equity(1) | $(1,442,518) | $(1,442,518) | $(2,270,177) | $(2,270,177) | – | | Nicholas R. Colisto | | | | | | | | | Severance Payment | – | – | – | $710,486 | $710,486 | | | Unvested RSUs(1) | – | – | – | – | $221,770 | | | Unvested PUs(1) | $376,961 | $376,961 | – | – | $744,960 | | | Unvested MSUs(1) | $350,675 | $350,675 | – | – | $711,814 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Total | $727,636 | $727,636 | – | $735,486 | $2,414,030 | | | Forfeited Equity(1) | $(950,907) | $(950,907) | $(1,678,543) | $(1,768,543) | – | | (1) Values for equity awards were determined as follows: (i) for stock options, the number of shares that would have been exercisable multiplied by the difference between the fair market value of our common stock of $202.16 on December 29, 2023, the last trading day of our 2023 fiscal year, and the applicable exercise price; and (ii) for RSUs, PUs and MSUs, the number of shares that would have been acquired or forfeited on vesting multiplied by $202.16. (2) Only Mr. Stander qualified as retirement eligible at the end of fiscal year 2023 because he had reached the age of 55 and had over 10 years of service with our company. As a result, in every termination scenario, all of his unvested equity awards would vest, with PUs and MSUs vesting on a prorated basis after the end of their respective performance period based on actual performance. | | | | | | |

  209. PAYMENTS UPON TERMINATION AS OF DECEMBER 30, 2023

    | Avery Dennison Corporation | 2024 Proxy Statement | 85 |

  210. PAYMENTS UPON TERMINATION AS OF DECEMBER 30, 2023

    In the event of termination, our eligible NEOs would be entitled to receive their accrued balance under the EVDRP. These amounts would be distributed in accordance with the participant’s distribution election and the terms and conditions of the plan, and are not included in the table. See 2023 Nonqualified Deferred Compensation for more information. The other potential payments upon termination are described below.

  211. PAY VS. PERFORMANCE DISCLOSURE

    PAY VS. PERFORMANCE DISCLOSURE The table below reflects information regarding the compensation of our NEOs for the last four fiscal years, as well as our financial performance for those fiscal years, in accordance with SEC rules.

  212. PAY VS. PERFORMANCE DISCLOSURE

    | Year | Summary Compensation Table Total for Stander ($) (1) | Compensation Actually Paid to Stander ($) (2) | Summary Compensation Table Total for Butier ($) (1) | Compensation Actually Paid to Butier ($) (2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (1) | Average Compensation Actually Paid to Non-CEO NEOs ($) (2) | Value of Initial Fixed $100 Investments Based on: | | | Net Income ($) | Adjusted EPS ($) (4) | | | | | | | | | Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) (3) | Former Peer Group Total Stockholder Return ($) (3) | | | | 2023 | $6,070,962 | $7,216,077 | $9,700,108 | $10,879,032 | $2,107,852 | $351,353 | $165.02 | $118.91 | $158.44 | $502,988,000 | $7.90 | | 2022 | – | – | $9,107,739 | $7,588,568 | $2,405,277 | $2,220,289 | $145.19 | $110.49 | $133.60 | $757,092,000 | $9.15 | | 2021 | – | – | $12,433,721 | $31,508,041 | $2,342,467 | $5,263,092 | $170.89 | $134.41 | $151.44 | $740,087,000 | $8.91 | | 2020 | – | – | $8,709,348 | $13,337,289 | $2,248,966 | $2,725,777 | $120.83 | $121.14 | $117.22 | $555,863,000 | $7.10 |

  213. PAY VS. PERFORMANCE DISCLOSURE

    | (1) For each fiscal year, represents amount reported for our CEO(s) and average amount reported for our non-CEO NEOs, in each case in the Total column of the Summary Compensation Table. Our NEOs for each of these fiscal years are shown below. |

  214. PAY VS. PERFORMANCE DISCLOSURE

    | Year | CEO(s) | Non-CEO NEOs | | 2023 | Deon Stander/Mitchell Butier | Gregory Lovins, Francisco Melo, Deena Baker-Nel and Nicholas Colisto | | 2022 | Mitchell Butier | Deon Stander, Gregory Lovins, Deena Baker-Nel and Ignacio Walker | | 2021 | Mitchell Butier | Deon Stander, Gregory Lovins, Deena Baker-Nel and Ignacio Walker | | 2020 | Mitchell Butier | Deon Stander, Gregory Lovins, Anne Hill and Susan Miller |

  215. PAY VS. PERFORMANCE DISCLOSURE

    | (2) Amounts represent Compensation Actually Paid to our CEO(s) and the average Compensation Actually Paid to our non-CEO NEOs for the relevant fiscal year. Compensation Actually Paid represents the amount reported in the Total column of the Summary Compensation Table for the applicable fiscal year. For 2023, amounts were adjusted as shown below. Fair value or change in fair value, as applicable, of equity awards in the Compensation Actually Paid columns was determined as follows: (i) for RSUs, the closing price of our common stock on the fiscal year-end date, or, in the case of vesting RSUs, the closing price of our common stock on the applicable vesting date; (ii) for the performance condition component of PUs, the same valuation methodology as RSUs except that year-end values were multiplied by a factor reflecting achievement of the probable outcome of the respective cumulative EVA performance objective as of the applicable measurement date; and (iii) for the market condition component of PUs and for MSUs, using the Monte-Carlo simulation method, which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value to estimate the probability of achieving the respective performance objective as of the applicable measurement date. For information on the inputs to our Monte-Carlo simulations, see the footnotes of our 2023 Summary Compensation Table. For these purposes, awards for retirement-eligible NEOs are considered vested only at the time of retirement. |

  216. PAY VS. PERFORMANCE DISCLOSURE

    | | 2023 | | | | Adjustments | Stander | Butier | Average Non-CEO NEOs | | Decrease for amounts reported under Stock Awards and Option Awards columns in 2023 Summary Compensation Table | $(5,071,394) | $(8,285,412) | $(1,466,116) | | Increase based on ASC 718 fair value of awards granted during fiscal year 2023 that remained unvested as of fiscal year-end 2023, determined as of fiscal year-end 2023 | 6,275,523 | 8,478,701 | 1,475,171 | | Increase based on ASC 718 fair value of awards granted during fiscal year 2023 that vested during fiscal year, determined as of vesting date | 274,937 | 1,099,647 | 121,693 | | Increase/Decrease for awards granted during prior fiscal years that were outstanding and unvested as of fiscal year-end 2023, determined based on change in ASC 718 fair value from prior fiscal year-end to fiscal year-end 2023 | (354,708) | (1,784,812) | (2,025,711) | | Increase/Decrease for awards granted during prior fiscal years that vested during fiscal year 2023, determined based on change in ASC 718 fair value from prior fiscal year-end to vesting date | 20,757 | 1,676,612 | 138,669 | | Decrease for change in the actuarial present values reported under Change in Pension Value and NQDC Earnings column of 2023 Summary Compensation Table | – | (5,812) | (205) | | Increase for service cost and, if applicable, prior service cost, for pension plans | – | – | – | | Total Adjustments | $1,145,115 | $1,178,924 | $(1,756,499) |

  217. PAY VS. PERFORMANCE DISCLOSURE

    | (3) In 2023, we modified our peer group to show our relative performance more consistent with the methodology used by peer companies. For the relevant fiscal year, represents the cumulative TSR of the Dow Jones U.S. Containers & Packaging Index (the “Peer Group”), of which we are a member. Our former peer group (the “Former Peer Group”), which represents the cumulative TSR of the average return (weighted by market capitalization) of the S&P 500 Industrials and Materials subsets, is also presented in accordance with SEC guidance. |

  218. PAY VS. PERFORMANCE DISCLOSURE

    | (4) Adjusted EPS is a non-GAAP financial measure reconciled from GAAP in Appendix A of this proxy statement. |

  219. PAY VS. PERFORMANCE DISCLOSURE

    | Avery Dennison Corporation | 2024 Proxy Statement | 89 |

  220. Pay vs. Performance Financial Performance Measures

    Pay vs. Performance Financial Performance Measures We believe the financial performance measures shown below, all of which are performance objectives used in our executive compensation program, were the most important in linking Compensation Actually Paid to our NEOs for 2023. For additional information regarding these measures, including reconciliations of non-GAAP financial measures from GAAP, see the Compensation and Discussion Analysis and Appendix A sections of this proxy statement.

  221. Pay vs. Performance Financial Performance Measures

    | • | Absolute TSR and Relative TSR |

  222. Pay vs. Performance Financial Performance Measures

    | • | Adjusted EPS |

  223. Pay vs. Performance Financial Performance Measures

    | • | Cumulative EVA |

  224. Pay vs. Performance Financial Performance Measures

    | • | Adjusted Sales Growth |

  225. Pay vs. Performance Financial Performance Measures

    | • | Adjusted Free Cash Flow |

  226. Pay vs. Performance Financial Performance Measures

    | Avery Dennison Corporation | 2024 Proxy Statement | 91 |

  227. CEO PAY RATIO

    CEO PAY RATIO With ~69% of our 2023 revenues originating outside the U.S. and ~40% of our revenues originating in emerging markets (Asia Pacific, Latin America, Eastern Europe and Middle East/Northern Africa), our employees are located in more than 50 countries to best serve our customers. At year-end 2023, ~83% of our employees were located outside the U.S. and ~66% were located in emerging markets, where median compensation is substantially lower than it is in the U.S. The charts below show the demographics of our global workforce by region and function. At year-end 2023, ~20,000 of our employees were in Asia Pacific, serving our customers in the region. In addition, ~22,500 employees at that time worked in the operations of our manufacturing facilities or in positions directly supporting them from other locations. We offer market-based, competitive wages and benefits in the markets where we compete for talent. All of our employees were paid at least the applicable legal minimum wage, and over 98% of our employees were paid above the applicable legal minimum wage at year-end 2023. Effective September 2023, Mr. Stander was appointed as our new CEO. In accordance with SEC rules, we have annualized Mr. Stander’s compensation for purposes of calculating our CEO pay ratio.

  228. 2023 PAY RATIO

    2023 PAY RATIO

  229. 2023 PAY RATIO

    | • | The 2023 total compensation of our median employee (among all employees except our year-end CEO) was $15,679. |

  230. 2023 PAY RATIO

    | • | The compensation of our year-end CEO of $6,070,962, as reported in the Total column of the 2023 Summary Compensation Table, was adjusted to annualize his base salary to $1.1 million, resulting in total compensation of $6,323,731. |

  231. 2023 PAY RATIO

    | • | Based on this information, a reasonable estimate of the 2023 ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was approximately 403 to 1. |

  232. 2023 PAY RATIO

    We calculated this ratio based on SEC rules and guidance, which allow for companies to use varying methodologies to identify their median employee. Other companies may have different workforce demographics and employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions. As a result, their CEO pay ratios may not meaningfully compare to ours.