DEF 14A of Avery Dennison Corp, Mar 12, 2026

DEF 14A of Avery Dennison Corp

Filed Mar 12, 2026 · FY20250001193125-26-102965

Open on EDGAR

  1. OUR DIRECTOR NOMINEES (PROPOSAL 1)

    OUR DIRECTOR NOMINEES (PROPOSAL 1)

  2. OUR BOARD OF DIRECTORS

    OUR BOARD OF DIRECTORS

  3. 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 to our stockholders.

  4. OVERVIEW

    | PRIMARY BOARD RESPONSIBILITIES | | • Establish Board/Committee composition, structure and responsibilities to ensure strong independent oversight • Conduct director succession planning to maintain engaged Board with balance of qualifications, skills, industry and functional experience, and demographics • Oversee businesses, strategy execution, risk mitigation, governance profile and sustainability progress • Approve annual operating plan and key strategic decisions, including acquisitions and significant fixed and information technology capital expenditures • Maintain integrity of financial statements and oversee capital allocation strategies, including dividends and share repurchases • Evaluate performance of senior leaders and determine executive compensation • Conduct CEO and other executive succession planning to develop leaders that will advance our future growth |

  5. 2026 Director Nominees

    2026 Director Nominees Our Governance Guidelines provide our Board’s view that a size between 8 and 12 directors is an appropriate range to ensure relevant and diverse points of view, facilitate active and engaged discussion, and provide for the necessary discharge of its oversight responsibilities. Under our Bylaws, the number of directors is fixed from time to time by Board resolution; our Board has fixed the current number of directors at ten. Our 2026 director nominees are shown in the chart below. As shown by individual in the Director Matrix in the proxy summary, they bring a balanced mix of industry and functional experience to overseeing management in advancing our strategies and achieving our financial goals. The ages of our director nominees range from 54 to 70, with an average age of 61. Their lengths of service range from less than one to nearly 21 years, with an average tenure of seven years.

  6. 2026 Director Nominees

    | | NAME | AGE | DIRECTOR SINCE | PRINCIPAL OCCUPATION | INDEPENDENT | AC | CC | GC | FC | CSC | | 1 | Bradley A. Alford | 69 | 2010 | Retired Chairman & CEO, Nestlé USA | ✓ | | ● | ● | | | | 2 | Mitchell R. Butier | 54 | 2016 | Non-executive Chairman, Avery Dennison Corporation | – | | | | ● | ● | | 3 | Ward H. Dickson | 63 | 2024 | Retired EVP & CFO, WestRock Company | ✓ | ● | | | ● | ● | | 4 | David E. Flitman^ | 61 | 2025 | CEO, US Foods Holding Corp. | ✓ | | ● | | | | | 5 | Andres A. Lopez | 63 | 2017 | Retired President & CEO, O-I Glass, Inc. | ✓ | ● | ● | | | | | 6 | Maria Fernanda Mejia | 62 | 2024 | Retired CEO, International, Newell Brands Inc. | ✓ | ● | | | | | | 7 | Francesca Reverberi | 54 | 2023 | SVP, Engineered Materials & Plastics Solutions, Trinseo PLC | ✓ | | ● | | | | | 8 | Patrick T. Siewert* | 70 | 2005 | Retired Managing Director & Partner, The Carlyle Group Inc. | ✓ | ● | | ● | ● | | | 9 | Deon M. Stander | 57 | 2023 | President & CEO, Avery Dennison Corporation | – | | | | ● | | | 10 | William R. Wagner | 59 | 2022 | CEO, Semrush Holdings, Inc. | ✓ | | | ● | | ● |

  7. 2026 Director Nominees

    AC = Audit Committee CC = Compensation Committee GC = Governance Committee FC = Finance Committee CSC = Cybersecurity Committee * = Lead Independent Director ● = Chair ● = Member ^ = New Director

  8. Board Meetings and Attendance

    Board Meetings and Attendance Our Board met six times during 2025. There were 30 Board committee meetings during the year. Each of our directors attended all of his or her respective Board and Committee meetings in 2025. In addition, our directors regularly engaged on strategic, business and financial matters with each of our Chairman and CEO outside of meetings, as well as with management through certain directors’ participation on our Advisory Councils described below. Our Governance Guidelines strongly encourage directors to attend annual stockholder meetings and all then-serving directors attended the 2025 Annual Meeting.

  9. Board Meetings and Attendance

    | 26 | 2026 Proxy Statement | Avery Dennison Corporation |

  10. Additional Board Engagement

    Additional Board Engagement Bringing their industry and functional expertise, some of our directors participated on our Advisory Councils in 2025, providing their insights in a non-fiduciary capacity to management on key strategic initiatives and cybersecurity risk management. These councils do not possess governing authority, which remains with applicable management teams. Currently, Mr. Wagner is a member of our Digital Advisory Council, Mr. Alford is a member of our Food Advisory Council, and Mses. Mejia and Reverberi are members of our Future of Consumer Packaging Advisory Council; Mr. Stander serves on all of these councils in his capacity as CEO. Our Cybersecurity Advisory Council, of which Messrs. Butier and Wagner were members, ceased operating at year-end 2025 given our Board’s formation of the Cybersecurity Committee. In April 2025, after assessing the time commitments of their participation, the Compensation Committee recommended to our Board that non-employee directors participating on Advisory Councils be compensated $15,000 per council per year. Our Board approved this supplemental compensation effective as of the 2025 Annual Meeting.

  11. 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 February 2026.

  12. GOVERNANCE GUIDELINES

    | BOARD GOVERNANCE HIGHLIGHTS | | | Board Composition | ✓ Board of ten directors with significant refreshment in recent years ✓ Mandatory retirement at age 75 with no exemptions or waivers allowed or granted ✓ On average, director age of 61 years and tenure of seven years ✓ 70% of directors have technical expertise or supervisory experience in materials science or industrial goods and 60% have technical expertise or supervisory experience in packaging | | Director Independence | ✓ Directors 80% independent ✓ Executive sessions of independent directors | | 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 2025 given new and recently departed directors and changes in directors’ other commitments ✓ Conduct responsibilities required by annually reviewed charters reflecting legal requirements, stakeholder expectations and best practices ✓ Directors required to attend Board/Committee and stockholder meetings | | Board Duties | ✓ Regular CEO and other executive 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, receiving additional orientation after joining Board committees to better understand their 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 performing effectively | | Director Succession Planning | ✓ Annual review of Board composition and regular director succession planning ✓ Biannual individual director feedback process advances ongoing director development and assists with Board succession planning |

  13. GOVERNANCE GUIDELINES

    | Avery Dennison Corporation | 2026 Proxy Statement | 27 |

  14. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Our Governance Guidelines provide for a Board of between eight and 12 directors and our Bylaws require the number to be fixed by resolution of our Board. Our Board has fixed the current number of directors at ten. 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 2027 Annual Meeting.

  15. SELECTION OF DIRECTOR NOMINEES

    SELECTION OF DIRECTOR NOMINEES Directors are annually 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. The Director Matrix in the proxy summary shows the balanced mix of industry experience, functional experience and demographics on our Board. In evaluating whether to recommend a new or incumbent director nominee, the Governance Committee primarily considers the criteria described below.

  16. SELECTION OF DIRECTOR NOMINEES

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

  17. SELECTION OF DIRECTOR NOMINEES

    | • | U.S. public company leadership and/or Board experience and work in multiple regions, as well as industry experience, in each case considering factors such as size, scope and complexity |

  18. SELECTION OF DIRECTOR NOMINEES

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

  19. SELECTION OF DIRECTOR NOMINEES

    | • | Experience in finance, accounting and/or executive compensation, as well as in other functional areas such as marketing, M&A, environmental sustainability, cybersecurity, and science/engineering/R&D |

  20. SELECTION OF DIRECTOR NOMINEES

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

  21. 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 |

  22. SELECTION OF DIRECTOR NOMINEES

    | • | Potential conflicts of interest |

  23. SELECTION OF DIRECTOR NOMINEES

    | • | Ability to contribute to our governance and sustainability priorities |

  24. SELECTION OF DIRECTOR NOMINEES

    | • | Overall candidate profile; when evaluating new nominees, the committee seeks to consider (and asks any search firm engaged to provide) a slate of candidates with a mix of, among other things, qualifications, skills, industry and functional experience, and demographic backgrounds |

  25. SELECTION OF DIRECTOR NOMINEES

    | Avery Dennison Corporation | 2026 Proxy Statement | 37 |

  26. SELECTION OF DIRECTOR NOMINEES

    The Governance Committee reviews the profile of any candidate with those of our current directors to ensure our Board has a broad mix of skills, experiences and viewpoints. Sources for identifying potential nominees include current Board members, senior management, executive search firms and investors. The Governance Committee regularly reviews the composition of our Board and conducts director succession planning to ensure that our Board continues to meet the needs of our businesses, effectively oversee management in executing our strategies and advance the interests of our stakeholders. Both the committee and our full Board discussed director succession planning at multiple meetings during the first half of 2025 in connection with the search for one or more independent directors with public company board experience, global food, logistics and/or supply chain expertise, and/or substantial compensation, talent management and executive succession planning experience, which culminated in Mr. Flitman being appointed to our Board in July 2025.

  27. 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.

  28. Advance Notice Nominees

    Advance Notice Nominees Stockholders may recommend director candidates by submitting his or her name, biographical information, professional experience, written consent to nomination and the other information required by our Bylaws to our Governance Committee Chair, c/o Corporate Secretary, 8080 Norton Parkway, Mentor, Ohio 44060. To be considered at the 2027 Annual Meeting, advance notice stockholder nominations must comply with the deadlines and other requirements described in the Voting and Meeting Q&A section of this proxy statement.

  29. Proxy Access Nominees

    Proxy Access Nominees A stockholder, or a group of no more than 20 stockholders, owning at least 3% of our company’s stock continuously for at least three years is permitted to submit director nominees (up to 20% of the Board) for inclusion in our proxy materials, subject to the deadlines and other requirements described in our Bylaws. For information on submitting proxy access nominees for the 2027 Annual Meeting, refer to the Voting and Meeting Q&A section of this proxy statement.

  30. BOARD REFRESHMENT AND DIRECTOR SUCCESSION PLANNING

    BOARD REFRESHMENT AND DIRECTOR SUCCESSION PLANNING Our Board’s ongoing director succession planning is designed to ensure an independent, well-qualified and effective Board. The Governance Committee’s long-term objective is to balance regular Board refreshment with stability; achieve a more even distribution of newer directors, medium-tenure directors and longer-serving directors; and ensure access to a broad new director candidate pool.

  31. Tenure

    Tenure Our Board determines its refreshment policies in light of our evolving strategies and financial position, exercising its discretion in the best interest of our company and stockholders. Our Governance Guidelines provide that directors are not subject to tenure limits. While tenure limits could help ensure regular Board refreshment, they could also result in the premature loss of a director who over a longer period of time has gained valuable experience and is significantly contributing to our Board and company. With the departure of three longer-tenured directors in the last two years, only two of our directors have served more than 15 years.

  32. Tenure

    | 38 | 2026 Proxy Statement | Avery Dennison Corporation |

  33. Policies Supporting Regular Board Refreshment

    Policies Supporting Regular Board Refreshment Our Board has the policies described below to facilitate regular refreshment, with any event impacting our director nominees occurring at or since the 2025 Annual Meeting shown below.

  34. Policies Supporting Regular Board Refreshment

    | POLICY | DESCRIPTION | EVENTS OCCURRING AT/SINCE 2025 ANNUAL MEETING | | Mandatory Resignation Policy | Incumbent directors not elected by stockholders must tender their resignation | All incumbent directors standing for election were elected at the 2025 Annual Meeting | | Mandatory Retirement Policy | Directors must retire on date of annual meeting of stockholders that follows their reaching age 72 (changed to age 75 in February 2026) | No directors were subject to mandatory retirement at the 2025 Annual Meeting | | Resignation Tendered Upon Change in Principal Employment | Directors who change their principal occupation, position or responsibility must volunteer to resign | No directors changed their principal occupation, position or responsibility since the 2025 Annual Meeting | | Prior Notice Requirement to Prevent Overboarding | Directors must give prior notice before accepting another U.S. public company directorship so that his/her ability to fulfill Board responsibilities may be evaluated if he/she serves on more than four other such boards | No directors joined another U.S. public company board since the 2025 Annual Meeting, except that Mr. Alford joined the board of Lamb Weston as its chairman in July 2025, transitioning to its lead independent director in February 2026 |

  35. Policies Supporting Regular Board Refreshment

    Upon the recommendation of the Governance Committee, Ms. Mejia and Messrs. Dickson and Flitman were appointed to our Board as independent directors in February 2024, June 2024 and July 2025, respectively. Three longer-tenured directors departed from our Board during 2024. This recent experience with individuals both joining and departing our Board demonstrate regular refreshment.

  36. BOARD COMPOSITION

    BOARD COMPOSITION As shown below, our Board reflects a balanced mix of industry experience, functional experience and demographics.

  37. BOARD COMPOSITION

    | Avery Dennison Corporation | 2026 Proxy Statement | 39 |

  38. 2026 DIRECTOR NOMINEES

    2026 DIRECTOR NOMINEES The following pages provide information on our 2026 director nominees, including their age, service commencement, 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 they currently serve or have served during the past five years. For each nominee, we present select skills and qualifications, which includes U.S. public company leadership and/or board experience, industry and functional experience, and work in multiple regions. 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.

  39. 2026 DIRECTOR NOMINEES

    | BRADLEY A. ALFORD |

  40. 2026 DIRECTOR NOMINEES

    | Age 69 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 Chair Governance Committee Member OTHER PUBLIC COMPANY BOARDS Current: Lamb Weston Holdings, Inc. Perrigo Company PLC Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS U.S. public company board experience • Concurrent service on two other boards and prior service on other boards Industry experience • Technical expertise in consumer goods industry into which our Solutions Group sells, with 40+ years in roles of increasing responsibility, as well as supervisory experience in packaging, primarily focused on consumer goods Functional experience • Technical expertise in marketing, as well as supervisory experience in finance, M&A and R&D as regional CEO Work in multiple regions • Has worked in the U.S. and Oceania |

  41. 2026 DIRECTOR NOMINEES

    | MITCHELL R. BUTIER |

  42. 2026 DIRECTOR NOMINEES

    | Age 54 Director since April 2016 Not Independent | RECENT BUSINESS EXPERIENCE Avery Dennison Corporation • Non-executive Chairman since April 2025 • Executive Chairman from September 2023 to April 2025 • 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; continued serving as CFO until March 2015 • SVP & CFO from June 2010 to October 2014 • VP, Global Finance & CAO from March 2007 to May 2010 BOARD ROLES Chairman Finance Committee Chair Cybersecurity 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 CFO, COO and CEO Industry experience • Served in positions of increasing responsibility in what is now our Materials Group, gaining technical expertise in packaging and supervisory experience in digital/technology, materials science and industrial goods Functional experience • Technical expertise in finance, having served as CAO and CFO, and environmental sustainability having advanced our sustainability goals and value-creation opportunities as CEO • Supervisory experience in marketing, M&A, cybersecurity and R&D as CEO Work in multiple regions • Has worked in the U.S. and Europe |

  43. 2026 DIRECTOR NOMINEES

    | 40 | 2026 Proxy Statement | Avery Dennison Corporation |

  44. 2026 DIRECTOR NOMINEES

    | WARD H. DICKSON |

  45. 2026 DIRECTOR NOMINEES

    | Age 63 Director since June 2024 Independent | RECENT BUSINESS EXPERIENCE WestRock Company, a paper and packaging solutions company (including predecessor Rock-Tenn Company) • Executive Vice President & CFO from September 2013 to November 2021 BOARD ROLES Audit Committee Chair Finance Committee Member Cybersecurity Committee Member OTHER PUBLIC COMPANY BOARDS Current: Ameren Corporation Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Served as CFO of company then with $18.7 billion in annual revenues and ~50K employees U.S. public company board experience • Concurrent service on one other board Industry experience • Technical expertise in packaging industry served by our Materials Group, as well as supervisory experience in materials science and industrial goods Functional experience • Technical finance expertise as CFO and supervisory experience in M&A |

  46. 2026 DIRECTOR NOMINEES

    | DAVID E. FLITMAN |

  47. 2026 DIRECTOR NOMINEES

    | Age 61 Director since July 2025 Independent | RECENT BUSINESS EXPERIENCE US Foods Holding Corp., a food service distributor • CEO since January 2023 Builders FirstSource, Inc. (including predecessor BMC Stock Holdings), a manufacturer and supplier of building materials • CEO from September 2018 to December 2022 Performance Food Group Company, a food service distributor • CEO, Performance Foodservice, from January 2015 to September 2018 BOARD ROLES Compensation Committee Member OTHER PUBLIC COMPANY BOARDS Current: US Foods Holding Corp. Past Five Years: Builders FirstSource, Inc. Veritiv Corporation | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Leads company with $39.4 billion in annual revenues and ~30K employees in 2025 U.S. public company board experience • Concurrent service on one other board and prior service on other boards Industry experience • Technical expertise in industrial goods as former CEO of building materials company • Supervisory experience in materials science as leader in multiple roles at chemical company Functional experience • Technical expertise in M&A and science/engineering/R&D, as well as supervisory experience in finance, marketing, environmental sustainability and cybersecurity as CEO Work in multiple regions • Has worked in the U.S. and Europe |

  48. 2026 DIRECTOR NOMINEES

    | ANDRES A. LOPEZ |

  49. 2026 DIRECTOR NOMINEES

    | Age 63 Director since February 2017 Independent | RECENT BUSINESS EXPERIENCE O-I Glass, Inc., a glass container manufacturer and supplier • President & CEO from January 2016 to May 2024 • 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: None Past Five Years: O-I Glass, Inc. | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Led company then with $6.5 billion in revenues and ~21K employees U.S. public company board experience • Prior service on other boards Industry experience • Technical expertise in packaging, as well as supervisory experience in materials science and industrial goods, as former leader of glass company, in each case complementing our Materials Group Functional experience • Technical expertise in environmental sustainability, as well as supervisory experience in finance, marketing, M&A, cybersecurity and R&D as CEO Work in multiple regions • Has worked in the U.S. and Latin America |

  50. 2026 DIRECTOR NOMINEES

    | Avery Dennison Corporation | 2026 Proxy Statement | 41 |

  51. 2026 DIRECTOR NOMINEES

    | MARIA FERNANDA MEJIA |

  52. 2026 DIRECTOR NOMINEES

    | Age 62 Director since February 2024 Independent | RECENT BUSINESS EXPERIENCE Newell Brands Inc., a consumer goods company • CEO, International, from February 2022 to February 2023 Kellogg Company, a food manufacturing 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, Inc. | SELECT SKILLS AND QUALIFICATIONS U.S. public company board experience • Prior service on other boards Industry experience • 35+ years of technical expertise in consumer goods into which our Solutions Group sells, as well as supervisory experience in packaging, focused primarily on consumer goods Functional experience • Technical expertise in marketing and supervisory experience in M&A, environmental sustainability and R&D as regional CEO Work in multiple regions • Has worked in the U.S., Latin America, Europe and Asia Pacific |

  53. 2026 DIRECTOR NOMINEES

    | FRANCESCA REVERBERI |

  54. 2026 DIRECTOR NOMINEES

    | Age 54 Director since February 2023 Independent | RECENT BUSINESS EXPERIENCE Trinseo PLC, a specialty materials solutions provider • SVP, Engineered Materials and Plastics Solutions, since October 2024 • SVP, Engineered Materials & Chief Sustainability Officer, from August 2023 to September 2024 • 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 BOARD ROLES Compensation Committee Member OTHER PUBLIC COMPANY BOARDS Current: None Past Five Years: None | SELECT SKILLS AND QUALIFICATIONS Industry experience • Technical expertise in materials science focused on applied science in plastics, as well as supervisory experience in industrial goods, in each case complementing our Materials Group Functional experience • Technical expertise in environmental sustainability as former enterprise sustainability leader and in science/engineering/R&D, with supervisory experience in marketing as divisional leader Work in multiple regions • Has worked in the U.S. and Europe |

  55. 2026 DIRECTOR NOMINEES

    | PATRICK T. SIEWERT |

  56. 2026 DIRECTOR NOMINEES

    | Age 70 Director since April 2005 Independent | RECENT BUSINESS EXPERIENCE Restaurant Brands International Inc., a fast food holding company • Non-executive Chairman, Asia, since May 2024 The Carlyle Group, a diversified investment firm • Managing Director, Partner and Head of Consumer, Media and Retail, Asia, from April 2007 to July 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 Audit Committee Member Finance Committee Member Governance 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 • Technical expertise in consumer goods into which our Solutions Group sells having led regional division of beverage company and supervisory experience in materials science and industrial goods, complementing our Materials Group Functional experience • Technical expertise in finance and M&A, as well as supervisory experience in marketing and R&D as regional business leader Work in multiple regions • Has worked in the U.S., Canada, Europe and Asia Pacific |

  57. 2026 DIRECTOR NOMINEES

    | 42 | 2026 Proxy Statement | Avery Dennison Corporation |

  58. 2026 DIRECTOR NOMINEES

    | DEON M. STANDER |

  59. 2026 DIRECTOR NOMINEES

    | Age 57 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 and oversaw our Materials Group as COO, with technical expertise in packaging and supervisory experience in digital/technology, materials science and industrial goods Functional experience • Technical expertise in environmental sustainability having led our Sustainability Council, with supervisory experience in finance, marketing, M&A, cybersecurity and R&D as CEO Work in multiple regions • Has worked in the U.S., Europe and Asia Pacific |

  60. 2026 DIRECTOR NOMINEES

    | WILLIAM R. WAGNER |

  61. 2026 DIRECTOR NOMINEES

    | Age 59 Director since October 2022 Independent | RECENT BUSINESS EXPERIENCE Semrush Holdings, Inc., an online visibility management software as a service company • CEO since March 2025 GoTo Group, Inc. (formerly LogMeIn, Inc.), a provider of software and cloud-based information technology, productivity and security 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 Governance Committee Chair Cybersecurity Committee Chair OTHER PUBLIC COMPANY BOARDS Current: Semrush Holdings, Inc. Past Five Years: BlackLine, Inc. Akamai Technologies, Inc. LogMeIn, Inc. | SELECT SKILLS AND QUALIFICATIONS U.S. public company leadership experience • Leads company with $444 million in revenues and 1,600 employees in 2025 and led company then with $1.4 billion in revenues and 3,000 employees U.S. public company board experience • Concurrent service on one other board and prior service on other boards Industry experience • 25+ years of digital/technology technical expertise, as well as supervisory experience in technology-based consumer goods, in each case complementing our Solutions Group Functional experience • Technical expertise in cybersecurity, as well as marketing as functional leader at two technology companies; supervisory experience in finance, M&A and R&D as CEO |

  62. 2026 DIRECTOR NOMINEES

    | Avery Dennison Corporation | 2026 Proxy Statement | 43 |

  63. 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.

  64. Summary of Annual Compensation

    | 2025 NON-EMPLOYEE DIRECTOR COMPENSATION | | | | Target Grant Date Fair Value of RSUs | $185K | | | Board Retainer | $115K | | | Match of Charitable/Educational Contributions | $10K | | | Additional Retainers | | | | Lead Independent Director | $45K | | | Audit Committee Chair | $35K | | | Compensation Committee Chair | $25K | | | Governance Committee Chair | $25K | | | Finance Committee Chair | $15K | | | Other Compensation | | | | Advisory Council fees (per council) | $15K | |

  65. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE

  66. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | Bradley A. Alford | $151,667 | $180,938 | $10,000 | $342,605 | | Mitchell R. Butier | $222,500 | $293,462 | $10,000 | $525,962 | | Ward H. Dickson | $157,500 | $180,938 | – | $338,438 | | David E. Flitman | $95,833 | $136,005 | $10,000 | $241,838 | | Andres A. Lopez | $115,000 | $180,938 | – | $295,938 | | Maria Fernanda Mejia | $122,500 | $180,938 | $10,000 | $313,438 | | Francesca Reverberi | $122,500 | $180,938 | – | $303,438 | | Patrick T. Siewert | $160,000 | $180,938 | $5,000 | $345,938 | | William R. Wagner | $155,000 | $180,938 | – | $335,938 |

  67. DIRECTOR COMPENSATION TABLE

    | (1) Mr. Stander is not included in the table because he serves as CEO and receives no additional compensation to serve on our Board. |

  68. DIRECTOR COMPENSATION TABLE

    | (2) Amounts include Board/Committee retainers as shown in the table below, which are prorated for the applicable months of service, as well as fees for Advisory Council service, which began after the 2025 Annual Meeting and were paid semiannually in arrears beginning in December 2025. Messrs. Alford and Lopez had, for one or more years during their service, deferred compensation through the DDECP, with 24,712 and 1,880 DSUs, respectively, in their accounts on December 31, 2025, the last day of our fiscal year. |

  69. DIRECTOR COMPENSATION TABLE

    | Director | Board Leadership Roles/ Advisory Council Memberships | Board Retainer | Lead Director Retainer | Committee Chair Retainer | Advisory Council Fee(s) | | Alford | Compensation Committee Chair Food Advisory Council | $115,000 | – | $29,167 | $7,500 | | Butier | Chairman Finance Committee Chair Cybersecurity Advisory Council | $200,000 | – | $15,000 | $7,500 | | Dickson | Audit Committee Chair Cybersecurity Advisory Council | $115,000 | – | $35,000 | $7,500 | | Flitman | – | $95,833 | – | – | – | | Lopez | – | $115,000 | – | – | – | | Mejia | Future of Consumer Packaging Advisory Council | $115,000 | – | – | $7,500 | | Reverberi | Future of Consumer Packaging Advisory Council | $115,000 | – | – | $7,500 | | Siewert | Lead Independent Director | $115,000 | $45,000 | – | – | | Wagner | Governance Committee Chair Cybersecurity Advisory Council Digital Advisory Council | $115,000 | – | $25,000 | $15,000 |

  70. DIRECTOR COMPENSATION TABLE

    | (3) Amounts reflect the grant date fair values of RSUs based on the fair market value of our common stock on the respective grant date, adjusted for foregone dividends, in accordance with Accounting Standards Codification Topic 718, Compensation, Stock Compensation (ASC 718). Each non-employee director serving at year-end 2025 held 1,087 unvested RSUs, except that Messrs. Butier and Flitman held 1,763 and 765 unvested RSUs, respectively. |

  71. DIRECTOR COMPENSATION TABLE

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

  72. DIRECTOR COMPENSATION TABLE

    | 46 | 2026 Proxy Statement | Avery Dennison Corporation |

  73. Overview of Pay Philosophy and Executive Compensation Components

    | • | Aligning annual incentives with our business and/or company financial goals for the year |

  74. Overview of Pay Philosophy and Executive Compensation Components

    | • | Rewarding long-term performance using absolute and relative TSR, as well as cumulative EVA, to incent delivery of stockholder value creation |

  75. Overview of Pay Philosophy and Executive Compensation Components

    | 2025 NEO TARGET TDC MIX AND ELEMENTS | | | | | | | CEO | Average of Other NEOs | | | Target TDC Mix | | | | | | 89% Performance-based | 71% Performance-based | | | Long-Term Incentive Compensation | | | | | | Corporate NEOs | Business NEO | | | PUs | • 50% of LTI with payout = 0% to 200% of target award • Three-year performance period - Company EVA (50%) - Company Relative TSR (50%) | • 50% of LTI with payout = 0% to 200% of target award • Three-year performance period - Business EVA (75%) - Company Relative TSR (25%) | | | | • Cumulative EVA goals tied to superior TSR objective and long-term financial targets • Relative TSR payout capped at 100% if absolute TSR is negative | | | | MSUs | • 50% of LTI with payout = 0% to 200% of target award • One-, two-, three- and four-year performance periods - 100% Company Absolute TSR | | | | Annual Incentive Compensation | | | | | | Corporate NEOs | Business NEO | | | AIP Award | | | | | | • Drives performance to deliver annual company/business financial goals • Individual performance modifier based on achievement of strategic objectives (generally capped at 100% for NEOs) | | | | Base Salary | • Annual fixed-cash compensation generally set around market median | |

  76. Strong Compensation Governance Practices

    | PAY FOR PERFORMANCE | | | Compensation Primarily Performance-Based | ✓ 89% of CEO’s target TDC and 71% of average target TDC of other NEOs for 2025 | | 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, experience, performance, retention and succession | | Capped Annual Incentive Consistent with Annual Financial Goals | ✓ 2025 AIP awards for NEOs based on target performance objectives consistent with annual financial goals, subject to limited upward and unlimited downward discretion based on Committee’s assessment of performance of CEO against predetermined strategic objectives and other NEOs’ individual contributions; awards capped at 200% of target | | Majority Long-Term Equity Incentive Compensation | ✓ LTI awards for NEOs prioritize longer-term stockholder value creation, with PUs cliff-vesting in three years and MSUs vesting over one-, two-, three- and four-year performance periods | | Capped Payout for Relative TSR in PUs | ✓ Payout for relative TSR component of PUs capped at 100% of target if our absolute TSR is negative |

  77. Strong Compensation Governance Practices

    | COMPENSATION BEST PRACTICES | | | No Employment Contracts | ✓ NEOs employed without contract unless required by laws or market practices of home country | | Rigorous Stock Ownership Policy | ✓ CEO required to maintain ownership of 6x his base salary and owned 2x this requirement at YE 2025; Level 2 NEOs and Level 3 NEO complied with requirements to maintain ownership of 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 2025 | | 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 | | Below Median Burn Rate | ✓ Three-year average burn rate of 0.37% at YE 2025, between 25th and 50th percentiles of S&P 500 companies | | Compensation Clawback | ✓ Clawback policy requires recoupment of certain incentive-based compensation to executive officers if we have an accounting restatement to correct material noncompliance with any financial reporting requirement | | 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 NEO terminated without cause or NEO terminates 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 executive physicals, our U.S. NEOs receive flat taxable executive benefit allowance not subject to tax gross-up | | STRONG GOVERNANCE | | | Independent Oversight | ✓ Executive compensation decisions made by Committee comprising only independent directors | | Expert Compensation Advice | ✓ WTW and Semler Brossy provided Committee with independent expert executive compensation advice during 2025 |

  78. Preview of Revised 2026 Executive Compensation Program

    Preview of Revised 2026 Executive Compensation Program Recognizing that our strategic priorities and financial position had significantly evolved in recent years, in 2025, the Committee undertook a thorough review of our executive compensation program in consultation with management, WTW, and another independent compensation consultant, Semler Brossy. The review was designed to assess potential changes that could better drive near-term business unit accountability; accelerate focus on strategic portfolio mix; incent and reward superior business performance; simplify the program; balance absolute performance with market considerations; and promote collaboration, talent sharing and a company ownership mindset. To assist the Committee with its review, WTW and Semler Brossy each analyzed our executive compensation program’s evolution since it was last structurally changed in 2013 (which primarily increased the weighting of PUs from 40% to 50% and replaced stock options and RSUs with MSUs); interviewed members of our Board, the Committee and senior leadership; assessed current market practices; and made recommendations to achieve the Committee’s objectives described above. The Committee met separately with each consultant and management over several months to assess their recommendations for potential changes to the program. Based on these discussions, at the Committee’s request, management gathered perspectives from several of our largest investors regarding the potential changes under consideration; provided its recommendations on the proposed changes, including their financial impact; and reviewed with the Committee actions required to implement aligned-upon changes.

  79. Preview of Revised 2026 Executive Compensation Program

    | REVISED ANNUAL LTI AWARDS FOR 2026 | | | | Annul LTI Awards | PUs | • Retain PUs, including cumulative EVA and relative TSR performance objectives, to maintain alignment with creating long-term stockholder value • Align all participants to enterprise EVA to reflect shared contribution to our long-term success and further drive collaboration and talent sharing across business units • Increase weighting of PUs from 50% to 60%, retaining cliff-vesting at end of three-year performance period - Company EVA (50% of PU award) performance objective to continue being tied to delivering superior TSR and achieving long-term financial targets - Company relative TSR (50% of PU award) performance objective to continue being measured relative to designated peer group • Modify performance objectives and payouts for relative TSR as follows: decrease threshold payout from relative TSR at 40th percentile to 30th percentile to more closely align with market practices; increase target payout from relative TSR at 50th percentile to 55th percentile to require above-median performance for target payout; decrease 200% payout from relative TSR at 80th percentile to 75th percentile; and add maximum 250% payout for relative TSR at 90th percentile to incent and reward superior performance • Maintain relative TSR payout cap at 100% if absolute TSR is negative | | | RSUs | • Replace MSUs with RSUs to utilize less complex, more market prevalent award vehicle that better serves the Committee’s retention goals • Decrease weighting from 50% to 40% to maintain program that is majority performance-based • Retain ratable vesting over four years consistent with MSU vesting schedule familiar to executives |

  80. SUMMARY OF 2025 COMPENSATION DECISIONS

    | • | Stockholder Returns – Our TSR on an absolute basis, as well as relative to a designated group of peer companies, and company/business cumulative EVA |

  81. SUMMARY OF 2025 COMPENSATION DECISIONS

    | 2025 EXECUTIVE COMPENSATION SUMMARY | | | Component | Decisions Impacting 2025 Compensation | | LTI AWARDS (cont.) | • MSUs • 4th Tranche of MSUs granted in 2022 2022-2025 Absolute TSR of (3.4%) Payout of 92% of target • 3rd Tranche of MSUs granted in 2023 2023-2025 Absolute TSR of 4.0% Payout of 96% of target • 2nd Tranche of MSUs granted in 2024 2024-2025 Absolute TSR of (2.8%) Payout of 92% of target • 1st Tranche of MSUs granted in 2025 2025 Absolute TSR of 0.2% Payout of 94% of target • 2022-2025 Special PUs for Business NEO • In 2022, Mr. Yost was granted a special LTI award of 2022-2025 PUs with a target grant date fair value of $1,000,000, which was eligible to cliff-vest at year-end 2025 based on enterprise Intelligent Labels compound annual sales growth ex. currency and cumulative adjusted earnings before interest, taxes and acquisition-related in intangible asset amortization (EBITA). The threshold level of performance was not achieved for either of the performance objectives, resulting in no payout for these PUs. |

  82. AIP and Other Cash Awards

    AIP and Other Cash Awards The 2025 AIP was designed to incent management to achieve our financial goals for the year. NEOs are not eligible for guaranteed AIP awards. AIP awards, which are capped at 200%, are determined for each fiscal year using the formula below. Individual modifiers for NEOs are capped at 100%, although the Committee retains the discretion to determine higher individual modifiers to reward exceptional performance, up to the cap of 150% for all AIP participants.

  83. Target AIP Opportunities

    Target AIP Opportunities Changes to NEO target AIP opportunities approved by the Committee are described in the 2025 Executive Compensation Summary.

  84. Target AIP Opportunities

    | NEO TARGET AIP OPPORTUNITIES | | | NEO | 2025 Opportunity (% of Base Salary) | | Stander | 135% | | Lovins | 75% | | Allouche | 60% | | Yost | 60% | | Baker-Nel | 60% | | Walker | 50% |

  85. AIP Performance Objectives; Target-Setting Principles

    AIP Performance Objectives; Target-Setting Principles The performance objectives and weightings for the 2025 AIP for Corporate NEOs, which were consistent with the prior year, were established by the Committee to continue incenting them to grow sales, deliver stockholder value through profitable growth and generate strong cash flow.

  86. AIP Performance Objectives; Target-Setting Principles

    | 2025 CORPORATE AIP PERFORMANCE OBJECTIVES | | | Objective | Description | | Adjusted Sales Growth (20%) | Focuses management on top-line growth, a key contributor to long-term value creation | | Adjusted EPS (60%) | Primary driver of stockholder value creation and measure we use to provide guidance to our 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 dividends, share repurchases, acquisitions and venture investments; focuses management on improving capital efficiency, including working capital |

  87. AIP Performance Objectives; Target-Setting Principles

    The AIP performance objectives for our Business NEO were tied primarily to results for the Materials business based 20% on adjusted sales growth, 45% on adjusted EBITDA and 20% on adjusted free cash flow; the remaining 15% was tied to adjusted EPS. Target payouts were designed to be achievable only if the Materials business improved upon its 2024 performance and delivered its 2025 financial goals.

  88. AIP Performance Objectives; Target-Setting Principles

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  89. AIP Performance Objectives; Target-Setting Principles

    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 Business NEO, the threshold payout level for the adjusted EBITDA performance objective was set at 0%, and the threshold payout level for the adjusted sales growth and adjusted free cash flow performance objectives 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 2025 corporate AIP targets, the Committee aimed to ensure consistency with our 2021-2025 financial targets, giving consideration to the factors described below.

  90. AIP Performance Objectives; Target-Setting Principles

    | • | Target adjusted sales growth, reflecting sales growth ex. currency excluding the impact of acquisitions completed after our AIP targets were set, of 3.9% was less than our 2021-2025 sales growth ex. currency target of 5%+ and our 2024 sales change ex. currency result of 5.1%, which had been impacted by customers rebuilding inventories after the supply chain disruptions of 2021-2023. For 2025, we expected that volume would grow as industry volumes normalized and that we would pass some of the benefit from anticipated deflation to our customers. |

  91. AIP Performance Objectives; Target-Setting Principles

    | • | Target adjusted EPS of $10.00 was set at the midpoint of our 2025 guidance, lower than our 2021-2025 compound annual growth target of 10%, and 6.5% higher than our 2024 AIP result of $9.35 (which excluded the $0.08 impact of a one-time value-added tax refund claim from our reported adjusted EPS result of $9.43). |

  92. AIP Performance Objectives; Target-Setting Principles

    | • | Although we did not externally communicate a 2021-2025 adjusted free cash flow target, our plan for 2025 was to deliver adjusted free cash flow of $750 million and 100% adjusted free cash flow conversion, with solid net income growth while maintaining our working capital productivity benefits. The target for adjusted free cash flow was slightly below our 2024 AIP result of $757 million (which excluded the $57 million after-tax cash impact of a legal settlement payment from our adjusted free cash flow result of $700 million). |

  93. AIP Performance Objectives; Target-Setting Principles

    | 2025 CORPORATE AIP TARGETS VS. 2021-2025 FINANCIAL TARGETS AND 2024 AIP RESULTS | | | | | | 2021-2025 Financial Targets | 2024 AIP Results | 2025 AIP Targets | | Sales Growth Ex. Currency | 5%+ | 5.1% | 3.9% ($8,892M)* | | Adjusted EPS Growth | 10% | $9.35 | $10.00 | | Adjusted Free Cash Flow | N/A | $757M | $750M | | * Represents AIP target for adjusted sales growth | | | |

  94. Financial Modifiers

    | 2025 AIP FINANCIAL MODIFIERS | | | | | | | | | | | Performance Objective | Weighting | Threshold(1) | Target (100%) | Maximum (200%) | 2025 Actual | Modifier | Weighted Average Modifier | | Mr. Stander Mr. Lovins Mr. Allouche Ms. Baker-Nel Mr. Walker | Adjusted Sales Growth(2) | 20% | $8,714M | $8,892M | $9,248M | $8,620M | 0% | 0% | | | Adjusted EPS(3) | 60% | $9.30 | $10.00 | $10.70 | $9.55 | 42% | 25% | | | Adjusted Free Cash Flow(4) | 20% | $675M | $750M | $870M | $705M | 70% | 14% | | Corporate NEO Financial Modifier | | | | | | | | 39% | | Mr. Yost | Materials Adjusted Sales Growth(2) | 20% | $5,831M | $5,950M | $6,188M | $5,736M | 0% | 0% | | | Materials Adjusted EBITDA(5) | 45% | $986.9M | $1,052.7M | $1,122.9M | $1,004.2M | 39% | 18% | | | Materials Adjusted Free Cash Flow(5) | 20% | $576M | $621M | $711M | $632M | 112% | 22% | | | Adjusted EPS(3) | 15% | $9.30 | $10.00 | $10.70 | $9.55 | 42% | 6% | | Business NEO Financial Modifier | | | | | | | | 46% |

  95. Financial Modifiers

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

  96. Financial Modifiers

    | (3) Reflects adjusted net income per common share, assuming dilution, of $9.53, excluding the $(.02) impact of acquisitions completed after the AIP targets were set. |

  97. Mr. Yost

    | • | Led Materials Group in advancing long-term strategies |

  98. AIP Awards

    AIP Awards Our NEOs received the AIP awards for 2025 shown below.

  99. AIP Awards

    | 2025 AIP AWARDS | | | | | | | | | YE 2025 Base Salary | Target AIP Opportunity | Target AIP Award | Financial Modifier | Individual Modifier | AIP Award | | Stander | $1,150,000 | 135% | $1,552,500 | 39% | 100% | $605,475 | | Lovins | $838,500 | 75% | $628,875 | 39% | 100% | $245,261 | | Allouche(1) | $587,466 | 60% | $352,480 | 39% | 100% | $137,467 | | Yost | $567,000 | 60% | $340,200 | 46% | 100% | $156,492 | | Baker-Nel | $570,000 | 60% | $342,000 | 39% | 100% | $133,380 | | Walker | $562,057 | 50% | $281,029 | 39% | 100% | $109,601 |

  100. AIP Awards

    | (1) Amounts for Mr. Allouche were converted from Israeli shekels using the average monthly exchange rate for December 2025. |

  101. LTI Awards

    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 were fully performance based and delivered through the equity vehicles described below.

  102. 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 |

  103. LTI Awards

    | • | 50% in MSUs that vest at the end of the one-, two-, three- and four-year performance periods, with an average performance period of 2.5 years, based on our absolute TSR |

  104. LTI Awards

    Amounts, if any, realized from the vesting of these LTI awards will be based on our performance and 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.

  105. Target LTI Opportunity

    Target LTI Opportunity Changes to NEO target LTI award opportunities approved by the Committee are described in the 2025 Executive Compensation Summary.

  106. Target LTI Opportunity

    | 2025 TARGET LTI OPPORTUNITIES | | | NEO | LTI Opportunity (% of Base Salary) | | Stander | 700% | | Lovins | 250% | | Allouche | 180% | | Yost | 180% | | Baker-Nel | 180% | | Walker | 130% |

  107. Target LTI Opportunity

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  108. 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 2025-2027 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.

  109. Performance Units (PUs)

    | • | Cumulative EVA, weighted 50% for Corporate NEOs (based on company EVA) and 75% for our Business NEO (based on Materials’ 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. For company cumulative EVA, the target payout was based on achieving our 2021-2025 sales change ex. currency and adjusted EBITDA margin goals, with the maximum payout based on achieving all of our 2021-2025 goals giving consideration to the impact of inventory destocking in 2023. EVA targets for our Business NEO focused on Materials’ EVA change compared to the prior three-year period. Whether linked to company or business results, achievement of 2025-2027 cumulative EVA targets requires significant improvement in financial performance. |

  110. Performance Units (PUs)

    | • | Relative TSR, weighted 50% for Corporate NEOs and 25% for our Business 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 2024-2026 PUs. Payouts for the relative TSR component of PUs are capped at 100% of target if our absolute TSR over the performance period is negative. In assessing the rigor of the TSR objectives, the Committee noted that performing at the median relative to peers over the 2025-2027 period would represent solid performance in light of then-anticipated headwinds from foreign currency fluctuations and the unknown timing of label and apparel industry recovery. |

  111. Performance Units (PUs)

    | 2025-2027 PUs | | | | | | NEOs | Performance Objectives | Weighting | | | Stander Lovins Allouche Baker-Nel Walker | Company Cumulative EVA Relative TSR | 50% 50% | | | Yost | Materials Cumulative EVA Relative TSR | 75% 25% |

  112. Market-leveraged Stock Units (MSUs)

    Market-leveraged Stock Units (MSUs) MSUs are performance-based LTI awards tied to our absolute TSR. 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. 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.

  113. 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% |

  114. Annual LTI Awards

    Annual LTI Awards Our NEOs were granted the annual LTI awards shown in the table below in March 2025. Unless otherwise indicated, the number of awards granted was based on the respective NEO’s 2024 year-end base salary and 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 ten trading days of February 2025 and 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 (3) of the 2025 Summary Compensation Table.

  115. Annual LTI Awards

    | 2025 ANNUAL LTI AWARDS | | | | | | | | | | YE 2024 Base Salary | Target LTI Opportunity | PUs (#) | PUs ($) | MSUs (#) | MSUs ($) | LTI Value | | Stander | $1,100,000 | 700% | 21,052 | $3,799,247 | 20,226 | $3,850,183 | $7,649,430 | | Lovins | $806,250 | 250% | 5,511 | $994,566 | 5,295 | $1,008,024 | $2,002,590 | | Allouche(1)(2) | $520,839 | 180% | 2,564 | $462,725 | 2,463 | $468,939 | $931,664 | | Yost | $525,000 | 180% | 3,109 | $555,808 | 2,979 | $567,162 | $1,122,970 | | Baker-Nel(2) | $570,000 | 180% | 2,805 | $506,219 | 2,695 | $513,101 | $1,019,320 | | Walker | $510,960 | 130% | 1,816 | $327,733 | 1,745 | $332,201 | $659,934 |

  116. Annual LTI Awards

    | (1) Amounts for Mr. Allouche were converted from Israeli shekels using the average monthly exchange rate for December 2024. |

  117. Annual LTI Awards

    | (2) The base salaries shown and used to calculate the awards granted to Mr. Allouche and Ms. Baker-Nel were as of the grant date rather than at year-end 2024. |

  118. Special LTI Awards for Promotions

    Special LTI Awards for Promotions In connection with their promotion to Level 2 NEOs, Mr. Allouche and Ms. Baker-Nel were each granted a special one-time award of RSUs with a target grant date fair value of $500,000 that cliff-vests on the third anniversary of the grant date. The number of RSUs granted was determined based on the closing price of our common stock on the grant date, adjusted for foregone dividends.

  119. Special LTI Awards for Promotions

    | 2025 SPECIAL LTI AWARDS | | | | | RSUs (#) | LTI Value | | Allouche | 2,673 | $473,353 | | Baker-Nel | 2,673 | $473,353 |

  120. Special LTI Awards for Promotions

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  121. Vesting of Previously Granted LTI Awards

    Vesting of Previously Granted LTI Awards

  122. 2023-2025 PUs

    | 2023-2025 PUs: COMPANY CUMULATIVE EVA | 2023-2025 PUs: RELATIVE TSR | | | |

  123. MSUs Eligible for Vesting at YE 2025

    MSUs Eligible for Vesting at YE 2025 Four tranches of MSUs were eligible for vesting at the end of 2025 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.

  124. 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 participants 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 2025 to the deferred compensation accounts of eligible participants for (i) 401(k) eligible pay in 2024 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.

  125. Nonqualified Deferred Compensation Benefits

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  126. Nonqualified Deferred Compensation Benefits

    For additional information regarding our deferred compensation plan and accrued NEO benefits thereunder, see the 2025 Nonqualified Deferred Compensation table.

  127. 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. executives have long-term disability benefits 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.

  128. Termination Benefits

    Termination Benefits Consistent with market practices, the Committee believes that providing executives with termination benefits helps ensure that they act in the best interests of our company and stockholders, even where doing so may be contrary to their personal interests, such as where it could lead to a change of control of our company. Subject to our Executive Officer Cash Severance Policy, 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 termination benefits for which applicable NEOs are eligible without the need to obtain their individual consent. In addition, this plan-based approach eliminates the need to individually negotiate arrangements and ensures that eligible NEOs receive severance and other benefits on the

  129. Benefits Following Involuntary Termination Not for Cause

    Benefits Following Involuntary Termination Not for Cause Our NEOs are eligible to receive severance and other 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 severance of two times the sum of his annual salary and target AIP award; our other NEOs would receive severance of one time their respective sum of these amounts. In addition, they would receive non-severance benefits of (i) two times and one time, respectively, of the cash value of 12 months of their qualified medical and dental insurance premiums and (ii) 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.

  130. Benefits Following Change of Control

    Benefits Following Change of Control Only our CEO and Level 2 NEOs are eligible to receive enhanced severance and other benefits 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 severance of 2.99 times the sum of his annual salary and target AIP award and our Level 2 NEOs would receive severance of two times their respective sum of these amounts. In addition, they would receive non-severance benefits of (i) their prorated target AIP award for the year of termination; (ii) 2.99 and two times, respectively, of the cash value of 12 months of their qualified medical and dental insurance premiums; and (iii) 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 NEO would be entitled to receive benefits under the Severance Plan described above. 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 plan, unvested awards would generally vest 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.

  131. Market Data

    Market Data The Committee annually considers market survey data of base salary, incentive compensation and target TDC, considering companies of similar size based on annual revenues across all industries to reflect the broad talent market across which we seek our executives. The Committee reviews results from a third party to assess market competitiveness, narrowing the scope of the results to account for variations caused by company size. The Committee reviews the data on an aggregated basis, with no consideration of the survey’s component companies, which are not determined or known by the Committee.

  132. Market Data

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  133. Market Data

    In February 2025, the Committee utilized data from the most recent WTW General Industry Executive Compensation Survey for companies with annual revenues between $6 billion and $10 billion. In addition, recognizing our company’s growth trajectory and top-quartile performance in recent years, at the Committee’s request, WTW used regression analysis to project market rates for corporate leadership roles at companies with annual revenues of $10 billion. In assessing market competitiveness to set target TDC, the Committee used the regression analysis data for our CEO; both the broader survey and regression analysis data for our other Corporate NEOs; and broader survey data for U.S.-based leaders of businesses with annual revenues of greater than $5 billion for our Business NEO.

  134. Tally Sheets

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

  135. Tally Sheets

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

  136. Tally Sheets

    | • | Accumulated value of compensation, including outstanding LTI awards, compliance with our stock ownership policy, and accumulated benefit values under pension and deferred compensation plans |

  137. Tally Sheets

    | • | Potential payments under various termination scenarios |

  138. Peer Groups

    Peer Groups For purposes of identifying the designated peer group to determine relative TSR for the 2023-2025 PUs and 2025-2027 PUs, the Committee used the following objective criteria: public companies primarily listed on a U.S. stock exchange (i) in similar industries based on their classification in five GICS groups (diversified chemicals, specialty chemicals, metal and glass containers, paper and plastic packaging products, and paper products); (ii) with market capitalization of at least $1.5 billion and revenues during the last 12 months between $3 billion and $30 billion; and (iii) no bankruptcies in the last three years.

  139. Peer Groups

    | RELATIVE TSR PEER GROUP* | | | Albermarle Corporation Amcor PLC AptarGroup, Inc. Ardagh Metal Packaging S.A. Avient Corporation Axalta Coating Systems Ltd. Ball Corporation 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 PPG Industries, Inc. RPM International Inc. Sealed Air Corporation Silgan Holdings Inc. Sonoco Products Company Sylvamo Corporation The Chemours Company The Sherwin-Williams Company |

  140. Peer Groups

    * The peer group for the 2025-2027 PUs also included Smurfit-Westrock plc and Sociedad Quimica y Minera de Chile S.A.

  141. Compensation Consultant Services

    Compensation Consultant Services During 2025, the Committee’s primary compensation consultant was WTW, with the firm performing the regular services described below for or at the request of the Committee and receiving $161,350 in compensation. WTW also received $323,485 for billed services in connection with the Committee’s executive compensation program review, as well as reimbursement of its reasonable out-of-pocket expenses. Semler Brossy, another independent compensation consultant engaged to support the Committee’s review of our executive compensation program, received $109,738 in compensation, as well as reimbursement of its reasonable out-of-pocket expenses.

  142. Compensation Consultant Services

    | 2025 WTW REGULAR SERVICES | | • Benchmarked CEO compensation and provided data to benchmark compensation of other corporate leaders, including Interim CFO | | • Assessed Chairman compensation (including unvested equity analysis) and non-employee director Committee and Advisory Council compensation | | • Provided incentive compensation advice (including recommending peer group for measuring relative TSR component of PUs) | | • Conducted analyses of share utilization and stockholder value transfer related to LTI compensation | | • Commented on CD&A and certain other proxy statement disclosures | | • Analyzed proxy advisory firm’s projected pay-for-performance analysis | | • Reviewed change of control severance plans in light of shareholder proposal | | • Assessed our clawback policy | | • Prepared for, attended and reviewed documentation for Committee meetings |

  143. Compensation Consultant Services

    The Committee performed its annual assessment of WTW’s performance in November 2025, which included an evaluation of the service delivery provided by the firm and engagement team during the year, as well as their experience, independence, preparation and relationship with the Committee. The Committee Chair discussed with the lead members of the engagement team the Committee’s feedback on their performance. After working with both WTW and Semler Brossy in conducting its 2025 executive compensation program review – and recognizing that, while WTW had performed well during its 20-year tenure as the Committee’s compensation consultant, good governance principles support periodic advisor transition – the Committee determined to change its independent compensation consultant, engaging Semler Brossy in November 2025, with WTW providing transition support as needed through March 2026.

  144. Compensation Consultant Independence

    Compensation Consultant Independence The Committee has the following protocols to ensure its consultants’ independence from management: the Committee has the sole authority to select, retain and terminate any consultant and, acting through its Chair, authorize the firm’s fees, determine the terms and conditions that govern the engagement and direct any consultant on the delivery and communication of its work product; in the performance and evaluation of its duties, any consultant is accountable, and reports directly, to the Committee; and members of the Committee may consult with any consultant at any time, with or without members of management present, in their sole discretion.

  145. Compensation Consultant Independence

    | 70 | 2026 Proxy Statement | Avery Dennison Corporation |

  146. Compensation Consultant Independence

    The Committee considered the independence of its advisors in November 2025, noting the below factors regarding the independence of the compensation consultants engaged during the year.

  147. Compensation Consultant Independence

    | COMPENSATION CONSULTANT INDEPENDENCE | | | | Considerations | WTW | Semler Brossy | | Any other services provided to our company | WTW performed minimal other services for our company in 2025 outside of the services it performed for or at the request of the Committee | None | | Our company’s fees as percentage of firm’s total revenue | Fees from our company represented less than 0.005% of its 2025 revenue | Fees from our company represented less than 1% of its 2025 revenue | | Advisor’s policies and procedures to prevent conflicts of interest | Has policies and procedures to ensure its advice is objective and independent, including a comprehensive code of conduct, ethics and quality policies that mandate rigorous work reviews and periodic compliance reviews, and consulting protocols to ensure objectivity | Maintains formal policies and procedures to prevent conflicts of interest and ensure the objectivity of its compensation consulting work | | Business or personal relationships between members of advisor’s engagement team with Committee members | None* | None* | | Ownership by members of advisor’s engagement team in our company, other than potentially through investments in mutual or other funds managed without the member’s input | None | None | | Known business or personal relationships between members of advisor’s engagement team or its firm with our executive officers | None* | None* |

  148. Compensation Consultant Independence

    | * Based on disclosures from the respective firm, members of the Committee and our executive officers. |

  149. EQUITY GRANT PRACTICES

    EQUITY GRANT PRACTICES We do not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information were to become known to the Committee before the grant of an equity award, the Committee would consider the information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety. We generally grant our annual LTI awards on the first day of March; special LTI awards are granted on the first day of March, June, September and December. In 2025, we did not grant any stock options, stock appreciation rights or similar option-like instruments to our NEOs.

  150. EQUITY GRANT PRACTICES

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  151. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  152. 2025 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus(2) | Stock Awards ($)(3) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(4) | Change In Pension Value and NQDC Earnings ($) | All Other Compensation ($)(5) | Total ($) | | Deon M. Stander | 2025 | $1,136,538 | – | $7,649,430 | – | $605,475 | – | $146,932 | $9,538,375 | | President & | 2024 | $1,100,000 | – | $6,643,355 | – | $1,960,200 | – | $149,817 | $9,853,372 | | Chief Executive Officer | 2023 | $844,231 | – | $2,071,369 | $3,000,025 | $0 | – | $155,337 | $6,070,962 | | Gregory S. Lovins(6) | 2025 | $810,867 | – | $2,002,590 | – | $245,261 | $1,724 | $120,618 | $3,181,060 | | SVP & | 2024 | $730,056 | – | $1,887,374 | – | $665,130 | $1,721 | $136,045 | $3,420,326 | | Chief Financial Officer | 2023 | $736,539 | – | $3,156,886 | – | $0 | $821 | $156,649 | $4,050,895 | | Danny G. Allouche(6) (7) | 2025 | $547,592 | $250,000 | $1,405,017 | – | $137,467 | – | $160,905 | $2,500,981 | | SVP & Chief Strategy and | 2024 | $448,530 | – | $517,283 | – | $298,916 | – | $125,422 | $1,390,151 | | Corporate Development | | | | | | | | | | | Officer; former Interim CFO | | | | | | | | | | | Ryan D. Yost(6) | 2025 | $555,692 | – | $1,122,970 | – | $156,492 | – | $114,581 | $1,949,735 | | President, Materials Group | 2024 | $501,442 | – | $1,928,833 | – | $472,500 | – | $97,710 | $3,000,485 | | Deena Baker-Nel(6) | 2025 | $562,154 | – | $1,492,673 | – | $133,380 | – | $151,513 | $2,339,720 | | SVP & Chief | 2024 | $518,646 | – | $690,688 | – | $349,272 | – | $197,506 | $1,756,112 | | Human Resources Officer | 2023 | $481,277 | – | $1,120,641 | – | $0 | – | $114,973 | $1,716,891 | | Ignacio J. Walker(6) | 2025 | $548,300 | – | $659,934 | – | $109,601 | – | $92,141 | $1,409,976 | | SVP & Chief Legal Officer | | | | | | | | | |

  153. 2025 SUMMARY COMPENSATION TABLE

    | (1) Salary increases generally become effective in April unless a role change occurs at a different time of year. The 2025 base salary increases for Mr. Allouche and Ms. Baker-Nel became effective in March in connection with their promotion to Level 2 NEOs. |

  154. 2025 SUMMARY COMPENSATION TABLE

    | (2) Amount in 2025 for Mr. Allouche reflects a one-time cash bonus for his contributions as Interim CFO. |

  155. 2025 SUMMARY COMPENSATION TABLE

    | (3) Amounts in 2025 include the grant date fair value of PUs, which are eligible to vest at the end of a three-year period based on the achievement of the designated performance objectives 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 earned at vesting for the PUs granted to Corporate NEOs (Ms. Baker-Nel and Messrs. Stander, Lovins, Allouche and Walker) are company cumulative EVA (weighted 50%), which is a performance condition under ASC 718, and relative TSR (weighted 50%), compared to a designated peer group, which is a market condition under ASC 718, in each case calculated over the 2025-2027 performance period. For our Business NEO (Mr. Yost), the performance objectives are Materials’ cumulative EVA (weighted 75%) and relative TSR (weighted 25%), in each case calculated over the 2025-2027 performance period. Grant date 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. Maximum grant date fair values of the performance condition component of PUs were $499,385, $3,748,573, $981,415, $456,530, $828,058 and $323,361 for Ms. Baker-Nel and Messrs. Stander, Lovins, Allouche, Yost and Walker, respectively. Grant date 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 performance period and a risk-free interest rate of 4.24% derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the period. Based on the Monte-Carlo simulation method, grant date fair values of the market condition component of PUs were 99.96% of our average stock price on the grant date. Grant date fair values of the market condition component of PUs were $256,527, $1,924,961, $503,859, $234,460, $141,779 and $166,053 for Ms. Baker-Nel and Messrs. Stander, Lovins, Allouche, Yost and Walker, respectively. |

  156. 2025 SUMMARY COMPENSATION TABLE

    | Amounts in 2025 also include the grant date fair value of MSUs, which are eligible to vest over one-, two-, three- and four-year performance periods provided that the designated performance objective is achieved as of the end of each period. The number of shares earned at vesting can range from 0% to 200% of one-quarter of the target units on the grant date based on absolute TSR, which is a market condition under ASC 718. The grant date fair value of MSUs was 103.47% of our average stock price on the grant date determined using the Monte-Carlo simulation method based on risk-free interest rates of 4.17%, 4.20%, 4.24% and 4.27% for the first, second, third and fourth MSU tranches, respectively. Grant date fair values of MSUs were $513,101, $3,850,183, $1,008,024, $468,939, $567,162 and $332,201 for Ms. Baker-Nel and Messrs. Stander, Lovins, Allouche, Yost and Walker, respectively. Maximum grant date fair values were the same as target grant date fair values. |

  157. 2025 SUMMARY COMPENSATION TABLE

    | Amounts in 2025 for Ms. Baker-Nel and Mr. Allouche include the grant date fair value of RSUs, which cliff-vest on the third anniversary of the grant date. These RSUs had a grant date fair value of $473,353 based on the closing price of our common stock on the grant date, adjusted for foregone dividends. |

  158. 2025 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. |

  159. 2025 SUMMARY COMPENSATION TABLE

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  160. 2025 SUMMARY COMPENSATION TABLE

    | (5) The table below shows the components of these amounts for 2025. |

  161. 2025 SUMMARY COMPENSATION TABLE

    | | Perquisites | | | Benefits | | | | | | | | Name | Executive Benefit Allowance | Financial Planning | Other* | Company Contributions/ Match, 401(k) Retirement Plans | Company Contributions, Deferred Comp. Plan | Company Match, Charitable Contribution | Executive Long-Term Disability Insurance | Executive Life Insurance | Executive Liability Insurance | Total | | Stander | $70,000 | $3,024 | – | $22,750 | $37,713 | $2,066 | $2,619 | $6,726 | $2,034 | $146,932 | | Lovins | $65,000 | – | – | $22,750 | $22,773 | $1,500 | $2,619 | $3,942 | $2,034 | $120,618 | | Allouche | – | $6,340 | $27,288 | $122,277** | – | $5,000 | – | – | – | $160,905 | | Yost | $65,000 | $2,534 | – | $22,750 | $17,284 | – | $533 | $4,446 | $2,034 | $114,581 | | Baker-Nel | $62,115 | $7,490 | $31,469 | $22,750 | $11,310 | $5,000 | $2,619 | $6,726 | $2,034 | $151,513 | | Walker | $50,000 | – | $3,075 | $22,750 | $10,466 | – | $282 | $3,534 | $2,034 | $92,141 |

  162. 2025 SUMMARY COMPENSATION TABLE

    | * Amount for Mr. Allouche reflects automobile allowance of $21,730 and payment for executive physical of $5,558. Amount for Ms. Baker-Nel reflects tax services and tax equalization payments related to her 2018-2020 international assignment in the Netherlands, on terms and conditions substantially similar to those for our other expatriate employees. Amount for Mr. Walker reflects payment for executive physical. |

  163. 2025 SUMMARY COMPENSATION TABLE

    | ** Amounts represent company contributions into retirement funds required by Israeli law. |

  164. 2025 SUMMARY COMPENSATION TABLE

    | (6) Mr. Walker returned as an NEO for 2025 (having last been an NEO for 2022) and Messrs. Allouche and Yost first became NEOs for 2024. As permitted by SEC rules, the table shows their compensation beginning in the year in which they returned as or became NEOs. Mr. Lovins went on medical leave in November 2024 and returned to his role as CFO in April 2025; Mr. Allouche ceased serving as Interim CFO in March 2025. Because Ms. Baker-Nel was also an NEO for 2023, her compensation for 2024, while not previously reported, has been included in accordance with SEC rules. |

  165. 2025 SUMMARY COMPENSATION TABLE

    | (7) Except for the bonus described in footnote (2) above, amounts for Mr. Allouche were converted from Israeli shekels using the average monthly exchange rate for 2025. |

  166. 2025 SUMMARY COMPENSATION TABLE

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  167. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS

  168. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Exercise or Base Price of Option Awards ($) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Name | Award Type | Grant Date | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | | Deon M. Stander | MSUs | 3/1/25 | – | – | – | 17,192 | 20,226 | 40,452 | – | – | $3,850,183 | | | PUs | 3/1/25 | – | – | – | 10,526 | 21,052 | 42,104 | – | – | $3,799,247 | | | AIP Award | – | $310,500 | $1,552,500 | $3,105,000 | – | – | – | – | – | – | | Gregory S. Lovins | MSUs | 3/1/25 | – | – | – | 4,501 | 5,295 | 10,590 | – | – | $1,008,024 | | | PUs | 3/1/25 | – | – | – | 2,756 | 5,511 | 11,022 | – | – | $994,566 | | | AIP Award | – | $125,775 | $628,875 | $1,257,750 | – | – | – | – | – | – | | Danny G. Allouche | MSUs | 3/1/25 | – | – | – | 2,094 | 2,463 | 4,926 | – | – | $468,939 | | | PUs | 3/1/25 | – | – | – | 1,282 | 2,564 | 5,128 | – | – | $462,725 | | | RSUs | 3/1/25 | – | – | – | – | – | – | 2,673 | – | $473,353 | | | AIP Award | – | $70,496 | $352,480 | $704,960 | – | – | – | – | – | – | | Ryan D. Yost | MSUs | 3/1/25 | – | – | – | 2,532 | 2,979 | 5,958 | – | – | $567,162 | | | PUs | 3/1/25 | – | – | – | 1,555 | 3,109 | 6,218 | – | – | $555,808 | | | AIP Award | – | $68,040 | $340,200 | $680,400 | – | – | – | – | – | – | | Deena Baker-Nel | MSUs | 3/1/25 | – | – | – | 2,291 | 2,695 | 5,390 | – | – | $513,101 | | | PUs | 3/1/25 | – | – | – | 1,403 | 2,805 | 5,610 | – | – | $506,219 | | | RSUs | 3/1/25 | – | – | – | – | – | – | 2,673 | – | $473,353 | | | AIP Award | – | $68,400 | $342,000 | $684,000 | – | – | – | – | – | – | | Ignacio J. Walker | MSUs | 3/1/25 | – | – | – | 1,483 | 1,745 | 3,490 | – | – | $332,201 | | | PUs | 3/1/25 | – | – | – | 908 | 1,816 | 3,632 | – | – | $327,733 | | | AIP Award | – | $56,206 | $281,029 | $562,058 | – | – | – | – | – | – |

  169. 2025 GRANTS OF PLAN-BASED AWARDS

    | (1) Amounts represent threshold, target and maximum opportunities under the 2025 AIP. Target AIP awards were determined by multiplying each NEO’s 2025 year-end base salary by the following target opportunities: 135% for Mr. Stander; 75% for Mr. Lovins; 60% for Ms. Baker-Nel and Messrs. Allouche and Yost; and 50% for Mr. Walker. The AIP payout for Corporate NEOs (Ms. Baker-Nel and Messrs. Stander, Allouche, Lovins and Walker) ranges from zero for below-threshold performance with respect to each of the performance objectives; 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 Mr. Yost ranges from zero for below-threshold performance with respect to each of the performance objectives; 20% for threshold performance based on thresholds of 0% for the adjusted EPS and adjusted EBITDA 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. Amounts for Mr. Allouche were converted from Israeli shekels using the average monthly exchange rate for December 2025. |

  170. 2025 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 one-, two-, three- and four-year performance periods provided that the absolute TSR performance objective is achieved as of the end of each period. The number of shares vesting 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. |

  171. 2025 GRANTS OF PLAN-BASED AWARDS

    | Amounts for PUs represent threshold, target and maximum opportunities, 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 Business NEO (based on Materials’ EVA); relative TSR is weighted 50% for Corporate NEOs and 25% for our Business NEO. The number of shares 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. |

  172. 2025 GRANTS OF PLAN-BASED AWARDS

    | (3) Amounts represent RSUs awarded to Ms. Baker-Nel and Mr. Allouche in connection with their promotion to Level 2 NEOs, which cliff-vest on the third anniversary of the grant date. |

  173. 2025 GRANTS OF PLAN-BASED AWARDS

    | (4) For more information on how we determine grant date fair values, see footnote (3) of the 2025 Summary Compensation Table. Additional information regarding the assumptions we use for stock-based compensation can be found in Note 12, “Long-Term Incentive Compensation,” to the consolidated financial statements contained in our 2025 Annual Report. |

  174. 2025 GRANTS OF PLAN-BASED AWARDS

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  175. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

  176. 2025 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 | 3/1/22 | – | – | – | – | – | – | 1,836(2) | $333,932 | | | 3/1/23 | – | – | – | – | – | – | 3,100(3) | $563,828 | | | 3/1/23 | – | – | – | – | – | – | 2,827(2) | $514,175 | | | 9/1/23 | – | 62,955 | $190.54 | 09/01/33 | – | – | – | – | | | 3/1/24 | – | – | – | – | – | – | 14,497(3) | $2,636,714 | | | 3/1/24 | – | – | – | – | – | – | 9,701(2) | $1,764,418 | | | 3/1/25 | – | – | – | – | – | – | 31,520(3) | $5,732,857 | | | 3/1/25 | – | – | – | – | – | – | 40,578(2) | $7,380,327 | | | | – | 62,955 | | | – | – | 104,059 | $18,926,251 | | Gregory S. Lovins | 3/1/22 | – | – | – | – | – | – | 1,446(2) | $262,999 | | | 3/1/23 | – | – | – | – | – | – | 2,584(3) | $469,978 | | | 3/1/23 | – | – | – | – | – | – | 2,356(2) | $428,509 | | | 3/1/23 | – | – | – | – | 8,230(4) | $1,496,872 | – | – | | | 3/1/24 | – | – | – | – | – | – | 4,119(3) | $749,164 | | | 3/1/24 | – | – | – | – | – | – | 2,756(2) | $501,261 | | | 3/1/25 | – | – | – | – | – | – | 8,251(3) | $1,500,692 | | | 3/1/25 | – | – | – | – | – | – | 10,623(2) | $1,932,111 | | | | – | – | | | 8,230 | $1,496,872 | 32,135 | $5,844,714 | | Danny G. Allouche | 3/1/22 | – | – | – | – | – | – | 469(2) | $85,302 | | | 3/1/23 | – | – | – | – | – | – | 791(3) | $143,867 | | | 3/1/23 | – | – | – | – | – | – | 722(2) | $131,317 | | | 3/1/24 | – | – | – | – | – | – | 1,129(3) | $205,343 | | | 3/1/24 | – | – | – | – | – | – | 750(2) | $136,410 | | | 3/1/25 | – | – | – | – | – | – | 3,839(3) | $698,237 | | | 3/1/25 | – | – | – | – | – | – | 4,941(2) | $898,669 | | | 3/1/25 | – | – | – | – | 2,673(4) | $486,165 | – | – | | | | – | – | | | 2,673 | $486,165 | 12,641 | $2,299,145 | | Ryan D. Yost | 3/1/22 | – | – | – | – | – | – | 5,274(3) | $959,235 | | | 3/1/22 | – | – | – | – | – | – | 168(2) | $30,556 | | | 3/1/23 | – | – | – | – | – | – | 250(3) | $45,470 | | | 3/1/23 | – | – | – | – | – | – | 456(2) | $82,937 | | | 3/1/24 | – | – | – | – | – | – | 3,961(3) | $720,427 | | | 3/1/24 | – | – | – | – | – | – | 1,318(3) | $239,718 | | | 3/1/24 | – | – | – | – | – | – | 1,390(2) | $252,813 | | | 3/1/24 | – | – | – | – | 3,234(4) | $588,200 | – | – | | | 3/1/25 | – | – | – | – | – | – | 3,880(3) | $705,694 | | | 3/1/25 | – | – | – | – | – | – | 5,977(2) | $1,087,097 | | | | – | – | | | 3,234 | $588,200 | 22,674 | $4,123,947 | | Deena Baker-Nel | 3/1/22 | – | – | – | – | – | – | 434(2) | $78,936 | | | 3/1/23 | – | – | – | – | – | – | 811(3) | $147,505 | | | 3/1/23 | – | – | – | – | – | – | 740(2) | $134,591 | | | 3/1/24 | – | – | – | – | – | – | 1,507(3) | $274,093 | | | 3/1/24 | – | – | – | – | – | – | 1,009(2) | $183,517 | | | 3/1/25 | – | – | – | – | – | – | 4,200(3) | $763,896 | | | 3/1/25 | – | – | – | – | – | – | 5,407(2) | $983,425 | | | 3/1/25 | – | – | – | – | 2,673(4) | $486,165 | – | – | | | | – | – | | | 2,673 | $486,165 | 14,108 | $2,565,963 | | Ignacio J. Walker | 3/1/22 | – | – | – | – | – | – | 446(2) | $81,118 | | | 3/1/23 | – | – | – | – | – | – | 829(3) | $150,778 | | | 3/1/23 | – | – | – | – | – | – | 757(2) | $137,683 | | | 3/1/24 | – | – | – | – | – | – | 1,295(3) | $235,535 | | | 3/1/24 | – | – | – | – | – | – | 867(2) | $157,690 | | | 3/1/25 | – | – | – | – | – | – | 2,719(3) | $494,532 | | | 3/1/25 | – | – | – | – | – | – | 3,501(2) | $636,762 | | | | – | – | | | – | – | 10,414 | $1,894,098 |

  177. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (1) Market value calculated using the $181.88 closing price of our common stock on December 31, 2025. |

  178. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (2) MSUs are eligible to vest over one-, two-, three- and four-year performance periods, subject to achievement of the absolute TSR performance objective. Amounts are shown at (i) 92%, 96%, 92% and 94% of target for the tranches of the MSUs granted in 2022, 2023, 2024 and 2025, respectively, vesting at fiscal year-end, which were the payouts based on performance as determined by the Compensation Committee in February 2026, and (ii) the target level of performance for the remaining tranches of the MSUs granted in 2023, 2024 and 2025 as performance through fiscal-year end would result in below-target payouts. |

  179. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (3) PUs are eligible to vest at the end of a three-year performance period, subject to achievement of the respective cumulative EVA and relative TSR performance objectives, except for Mr. Yost’s special award of 2022-2025 PUs, which was subject to achievement of compound sales growth ex. currency and cumulative adjusted EBITA performance objectives tied to our Intelligent Labels business and eligible to vest at the end of a four-year performance period. Amounts for the respective cumulative EVA component of 2023-2025 PUs reflect 0% of target for all NEOs, which was the payout based on performance determined by the Compensation Committee in February 2026. Amounts for the respective cumulative EVA component of (i) 2024-2026 PUs reflect the target level of performance for Corporate NEOs as performance through fiscal-year end would result in below-target payouts and the maximum level of performance for our Business NEO as performance through fiscal-year end would result in an above-target payout and (ii) 2025-2027 PUs reflect the target level of performance for all NEOs as performance through fiscal-year end would result in below-target payouts. Amounts for the relative TSR component of 2023-2025 PUs reflect 112% of target for all NEOs, which was the payout based on performance determined by the Compensation Committee in February 2026. Amounts for the relative TSR component of 2024-2026 PUs for all NEOs and Mr. Yost’s special award of 2024-2026 PUs reflect the target level of performance as performance through fiscal year-end would result in at or below-target payouts. Amounts for the relative TSR component of 2025-2027 PUs for all NEOs reflect the maximum level of performance as performance through fiscal year-end would result in above-target payouts. Mr. Yost’s special award of 2022-2025 PUs are excluded from the table because the threshold level of performance was not achieved for either of the performance objectives, resulting in a payout of 0% of target, as determined by the Compensation Committee in February 2026. |

  180. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | (4) RSUs awarded to Ms. Baker-Nel and Messrs. Lovins, Allouche and Yost cliff-vest on the third anniversary of the grant date. |

  181. 2025 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | Avery Dennison Corporation | 2026 Proxy Statement | 77 |

  182. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 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 exercise of option awards and vesting of stock awards during 2025.

  183. 2025 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 | – | – | 18,900 | $3,535,434 | | Gregory S. Lovins | – | – | 7,108 | $1,329,622 | | Danny G. Allouche | – | – | 5,515 | $1,002,897 | | Ryan D. Yost | – | – | 4,025 | $752,917 | | Deena Baker-Nel | – | – | 5,517 | $1,003,271 | | Ignacio J. Walker | – | – | 2,228 | $416,770 |

  184. 2025 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. For vesting MSUs, amounts include the payout of accrued dividend equivalents. |

  185. 2025 PENSION BENEFITS

    2025 PENSION BENEFITS The present value of accumulated pension benefit shown in the table below reflects the lump-sum present value of pension benefits accumulated as of December 31, 2025 using the assumptions we used to calculate our pension benefit obligations in the consolidated financial statements contained in our 2025 Annual Report. Our other NEOs are excluded from the table because they have no accumulated pension benefits.

  186. 2025 PENSION BENEFITS

    | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Gregory S. Lovins | Benefit Restoration Plan | 15.58 | $33,899 | – |

  187. 2025 NONQUALIFIED DEFERRED COMPENSATION

    2025 NONQUALIFIED DEFERRED COMPENSATION The table below provides information regarding executive and company contributions to our Executive Variable Deferred Retirement Plan (EVDRP). 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. As a non-U.S. NEO, Mr. Allouche is not currently eligible to participate in the EVDRP; however, he has a balance from when he lived in the U.S.

  188. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Balance at Last FYE ($)(2) | | Deon M. Stander | $505,694 | $37,713 | $366,896 | $2,882,340 | | Gregory S. Lovins | – | $22,773 | $160,722 | $1,152,993 | | Danny G. Allouche | – | – | $38,036 | $195,440 | | Ryan D. Yost | $37,235 | $17,284 | $13,364 | $169,525 | | Deena Baker-Nel | $91,742 | $11,310 | $168,036 | $1,361,346 | | Ignacio J. Walker | – | $10,466 | $21,384 | $205,929 |

  189. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (1) Company contributions to the EVDRP are included in the All Other Compensation column of the 2025 Summary Compensation Table. |

  190. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | (2) Amounts reflect EVDRP vested account balances as of December 31, 2025. Because the amounts do not represent above-market earnings, they are not reported in the 2025 Summary Compensation Table. The amounts shown below were reported in the All Other Compensation column of Summary Compensation Tables in previous proxy statements. |

  191. 2025 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Aggregate Company Contributions Previously Reported ($) | | Stander | $272,200 | | Lovins | $309,892 | | Yost | $10,881 | | Baker-Nel | $90,383 | | Walker | $62,724 |

  192. PAYMENTS UPON TERMINATION AS OF DECEMBER 31, 2025

    PAYMENTS UPON TERMINATION AS OF DECEMBER 31, 2025 The table below shows the potential benefits that would have been payable to our NEOs had they been terminated on the last day of our 2025 fiscal year.

  193. PAYMENTS UPON TERMINATION AS OF DECEMBER 31, 2025

    | | | Termination Scenarios as of End of Fiscal Year 2025 | | | | | | Name | Benefit | Death | Qualifying Disability | Qualifying Retirement(2) | Involuntary Termination Not for Cause | Involuntary Termination within 24 Months of Change of Control | | Deon M. Stander | Severance Payment | – | – | – | $5,405,000 | $8,080,475 | | | Medical/Dental Payment | – | – | – | $63,526 | $94,971 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Unvested Stock Options(1) | – | – | – | – | – | | | Unvested PUs(1) | $1,757,810 | $1,757,810 | $663,404 | $663,404 | $6,465,652 | | | Unvested MSUs(1) | $896,363 | $896,363 | $832,522 | $832,522 | $4,279,399 | | | Total | $2,654,173 | $2,654,173 | $1,495,926 | $6,989,452 | $18,945,497 | | | Elimination of Excise Tax Liability | – | – | – | – | $(3,123,203) | | | Forfeited Equity(1) | $(8,090,878) | $(8,090,878) | $(9,249,125) | $(9,249,125) | – | | Gregory S. Lovins | Severance Payment | – | – | – | $1,467,375 | $2,934,750 | | | Medical/Dental Payment | – | – | – | $31,763 | $63,526 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Unvested RSUs(1) | $1,496,872 | $1,496,872 | – | – | $1,496,872 | | | Unvested PUs(1) | $499,442 | $499,442 | – | – | $1,751,504 | | | Unvested MSUs(1) | $362,623 | $362,623 | – | – | $1,297,010 | | | Total | $2,358,937 | $2,358,937 | – | $1,524,138 | $7,568,662 | | | Forfeited Equity(1) | $(2,186,448) | $(2,186,448) | – | $(4,545,387) | – | | Danny G. Allouche | Severance Payment | – | – | – | $939,946 | $1,879,892 | | | Medical/Dental Payment | – | – | – | $9,591 | $19,182 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Unvested RSUs(1) | – | – | – | – | $486,165 | | | Unvested PUs(1) | $136,895 | $136,895 | – | – | $671,683 | | | Unvested MSUs(1) | $104,938 | $104,938 | – | – | $503,954 | | | Total | $241,833 | $241,833 | – | $974,537 | $3,585,876 | | | Forfeited Equity(1) | $(1,419,970) | $(1,419,970) | – | $(1,661,802) | – | | Ryan D. Yost | Severance Payment | – | – | – | $907,200 | $1,814,400 | | | Medical/Dental Payment | – | – | – | $31,763 | $63,526 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Unvested RSUs(1) | $588,200 | $588,200 | – | – | $588,200 | | | Unvested PUs(1) | $427,418 | $427,418 | – | – | $1,206,592 | | | Unvested MSUs(1) | $132,132 | $132,132 | – | – | $629,590 | | | Total | $1,147,750 | $1,147,750 | – | $963,963 | $4,327,308 | | | Elimination of Excise Tax Liability | – | – | – | – | $(2,992,896) | | | Forfeited Equity(1) | $(1,276,632) | $(1,276,632) | – | $(2,424,382) | – | | Deena Baker-Nel | Severance Payment | – | – | – | $912,000 | $1,824,000 | | | Medical/Dental Payment | – | – | – | $23,217 | $46,434 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Unvested RSUs(1) | – | – | – | – | $486,165 | | | Unvested PUs(1) | $182,729 | $182,729 | $68,973 | $68,973 | $784,267 | | | Unvested MSUs(1) | $124,373 | $124,373 | $116,486 | $116,486 | $569,151 | | | Total | $307,102 | $307,102 | $185,459 | $1,145,676 | $3,735,017 | | | Forfeited Equity(1) | $(1,532,482) | $(1,532,482) | $(1,654,124) | $(1,654,124) | – | | Ignacio J. Walker | Severance Payment | – | – | – | $843,086 | $843,086 | | | Medical/Dental Payment | – | – | – | $31,763 | $31,763 | | | Outplacement | – | – | – | $25,000 | $25,000 | | | Unvested PUs(1) | $157,023 | $157,023 | – | – | $565,829 | | | Unvested MSUs(1) | $115,361 | $115,361 | – | – | $420,884 | | | Total | $272,384 | $272,384 | – | $899,849 | $1,886,562 | | | Forfeited Equity(1) | $(714,329) | $(714,329) | – | $(986,713) | – |

  194. PAYMENTS UPON TERMINATION AS OF DECEMBER 31, 2025

    | (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 $181.88 closing price of our common stock on December 31, 2025 and the exercise price; and (ii) for RSUs, PUs and MSUs, the number of shares that would have been acquired or forfeited on vesting multiplied by $181.88. Mr. Stander’s stock options were not in the money as of December 31, 2025. |

  195. PAYMENTS UPON TERMINATION AS OF DECEMBER 31, 2025

    | (2) Ms. Baker-Nel and Mr. Stander were the only NEOs that had reached the age of 55 and had over 10 years of service with our company at the end of fiscal year 2025. Because they qualified as retirement eligible, in every termination scenario, all of their 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. |

  196. PAYMENTS UPON TERMINATION AS OF DECEMBER 31, 2025

    | 80 | 2026 Proxy Statement | Avery Dennison Corporation |

  197. PAYMENTS UPON TERMINATION AS OF DECEMBER 31, 2025

    In the event of termination, our NEOs would be entitled to receive any accrued balance under the EVDRP, subject to Section 409A of the Code. These amounts, which are not included in the table above, would be distributed in accordance with the participant’s distribution election and the terms and conditions of the plan. See 2025 Nonqualified Deferred Compensation for more information. The other potential payments upon termination are described below.

  198. PAY VS. PERFORMANCE DISCLOSURE

    PAY VS. PERFORMANCE DISCLOSURE The table below shows information regarding the compensation of our NEOs and our financial performance for the last five fiscal years in accordance with SEC rules.

  199. 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) | | | | 2025 | $9,538,375 | $6,257,992 | – | – | $2,276,294 | $1,913,247 | $127.47 | $101.03 | $687,954,000 | $9.53 | | 2024 | $9,853,372 | $7,425,336 | – | – | $3,102,488 | $1,321,463 | $155.20 | $136.22 | $704,936,000 | $9.43 | | 2023 | $6,070,962 | $7,216,077 | $9,700,108 | $10,879,032 | $2,107,852 | $351,353 | $165.02 | $118.91 | $502,988,000 | $7.90 | | 2022 | – | – | $9,107,739 | $7,588,568 | $2,405,277 | $2,220,289 | $145.19 | $110.49 | $757,092,000 | $9.15 | | 2021 | – | – | $12,433,721 | $31,508,041 | $2,342,467 | $5,263,092 | $170.89 | $134.41 | $740,087,000 | $8.91 |

  200. 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. |

  201. PAY VS. PERFORMANCE DISCLOSURE

    | Year | CEO(s) | Non-CEO NEOs | | 2025 | Deon Stander | Gregory Lovins, Danny Allouche, Ryan Yost, Deena Baker-Nel and Ignacio Walker | | 2024 | Deon Stander | Danny Allouche, Gregory Lovins, Mitchell Butier, Francisco Melo and Ryan Yost | | 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 |

  202. PAY VS. PERFORMANCE DISCLOSURE

    | (2) Amounts represent Compensation Actually Paid to our CEO(s) or the average Compensation Actually Paid to our non-CEO NEOs, in each case as reported in the Total column of the Summary Compensation Table for the applicable fiscal year. For 2025, amounts were adjusted as shown below. Fair value or change in fair value, as applicable, of equity awards 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; (iii) for the market condition component of PUs and for MSUs, using the Monte-Carlo simulation method to estimate the probability of achieving the relative and absolute TSR performance objective, respectively, as of the applicable measurement date; and (iv) for stock options, using the Black-Scholes pricing model as of the applicable measurement date. For information on the inputs to our Monte-Carlo simulations, see footnote (3) to our 2025 Summary Compensation Table. For purposes of these adjustments, awards to retirement-eligible NEOs are considered vested only at the time of retirement. |

  203. PAY VS. PERFORMANCE DISCLOSURE

    | 2025 Adjustments | Stander | Average of Non-CEO NEOs | | Decrease for amounts reported under Stock Awards and Option Awards columns in 2025 Summary Compensation Table | $(7,649,430) | $(1,336,637) | | Increase based on ASC 718 fair value of awards granted during fiscal year 2025 that remained unvested as of fiscal year-end 2025, determined as of fiscal year-end 2025 | 7,559,941 | 1,308,410 | | Increase/Decrease based on ASC 718 fair value of awards granted during fiscal year 2025 that vested during fiscal year, determined as of vesting date | – | – | | Decrease for awards granted during prior fiscal years that were outstanding and unvested as of fiscal year-end 2025, determined based on change in ASC 718 fair value from prior fiscal year-end to fiscal year-end 2025 | (3,307,935) | (320,592) | | Increase/Decrease for awards granted during prior fiscal years that vested during fiscal year 2025, determined based on change in ASC 718 fair value from prior fiscal year-end to vesting date | 117,041 | (13,883) | | Decrease for change in the actuarial present values reported under Change in Pension Value and NQDC Earnings column of 2025 Summary Compensation Table | – | (345) | | Increase/Decrease for service cost and, if applicable, prior service cost, for pension plans | – | – | | Total Adjustments | $(3,280,383) | $(363,047) |

  204. PAY VS. PERFORMANCE DISCLOSURE

    | (3) Peer Group represents the Dow Jones U.S. Containers and Packaging Index. |

  205. PAY VS. PERFORMANCE DISCLOSURE

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

  206. PAY VS. PERFORMANCE DISCLOSURE

    | 84 | 2026 Proxy Statement | Avery Dennison Corporation |

  207. Relationship Between Compensation Actually Paid (CAP) and Financial Performance

    Relationship Between Compensation Actually Paid (CAP) and Financial Performance

  208. 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 CAP to NEOs to our company’s financial performance for 2025. For additional information regarding these measures, including reconciliations of non-GAAP financial measures from GAAP, see the CD&A and Appendix A sections of this proxy statement.

  209. Pay vs. Performance Financial Performance Measures

    | • | Absolute and relative TSR |

  210. Pay vs. Performance Financial Performance Measures

    | • | Adjusted EPS |

  211. Pay vs. Performance Financial Performance Measures

    | • | Cumulative EVA |

  212. Pay vs. Performance Financial Performance Measures

    | • | Adjusted sales growth |

  213. Pay vs. Performance Financial Performance Measures

    | • | Adjusted free cash flow |

  214. Pay vs. Performance Financial Performance Measures

    | Avery Dennison Corporation | 2026 Proxy Statement | 85 |

  215. CEO PAY RATIO

    CEO PAY RATIO With 69% of our 2025 revenues originating outside the U.S. and approximately 40% originating in emerging markets (Latin America, Eastern Europe, Middle East/Northern Africa and most countries in Asia Pacific), our employees are located in more than 50 countries to best serve our customers. At year-end 2025, 83% of our employees were located outside the U.S. and 67% 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 2025, nearly 20,000 of our approximately 35,000 employees were in Asia Pacific, serving our customers in the region. In addition, more than 24,000 employees at that time worked in the operations of our manufacturing facilities or in positions directly supporting them from other locations.

  216. CEO PAY RATIO

    | * Reflects 2025 reclassification of approximately 2,500 employees from Non-Operations to Operations. |

  217. CEO PAY RATIO

    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 98% of our employees were paid above the applicable legal minimum wage, at year-end 2025.

  218. 2025 PAY RATIO

    2025 PAY RATIO

  219. 2025 PAY RATIO

    | • | The 2025 total compensation of our median employee (among all employees except our CEO) was $17,158. |

  220. 2025 PAY RATIO

    | • | The 2025 total compensation of our CEO, as reported in the Total column of the 2025 Summary Compensation Table, was $9,538,375. |

  221. 2025 PAY RATIO

    | • | Based on this information, a reasonable estimate of the 2025 ratio of the annual total compensation of our CEO to the annual total compensation of our median employee is approximately 556 to 1. |

  222. 2025 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.