Danny Allouche
Avery DennisonAbout Danny Allouche
Senior Vice President, Chief Strategy & Corporate Development Officer and Interim Chief Financial Officer (non‑U.S. NEO). In 2024, he led long‑term strategic planning, portfolio analysis, expanded M&A and venture investments, and transitioned to lead the enterprise finance function, delivering results above plan and nearly 100% adjusted free cash flow conversion . Company performance context: 2024 net sales $8.8B (+4.7% YoY), adjusted EPS $9.43 (up 19.4%), net cash from operations $938.8M, ROTC 15.8% ; 2024 TSR −6% and 5‑year TSR 55% . Education and age were not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avery Dennison | SVP, Chief Strategy & Corporate Development Officer; Interim CFO | 2024 | Built next chapter at the physical–digital intersection; key advisor to CEO; expanded M&A/ventures; led finance, accelerated Q4 buybacks, strengthened FCF and balance sheet |
External Roles
No external directorships or roles were disclosed for Mr. Allouche in the 2025 proxy.
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $452,903 |
| Target AIP (% of Base) | 50% |
| Target AIP Award ($) | $226,452 |
| Financial Modifier | 132% |
| Individual Modifier | 100% |
| Actual AIP Paid ($) | $298,916 |
| Perquisites/Benefits ($) | $125,422 (auto $20,265; Israel‑mandated retirement contributions $100,157; charitable match $5,000) |
| Deferred Comp Plan Balance ($) | $157,403; 2024 earnings $8,341; no new contributions (non‑U.S. NEO) |
Performance Compensation
Annual Incentive Plan (AIP) – Corporate NEO metrics and outcomes (Allouche participates)
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Modifier | Weighted Modifier |
|---|---|---|---|---|---|---|---|
| Adjusted Sales ($M) | 20% | 8,565 | 8,710 | 9,000 | 8,874 | 157% | 31% |
| Adjusted EPS ($) | 60% | 8.35 | 9.25 | 10.00 | 9.35 | 111% | 67% |
| Adjusted Free Cash Flow ($M) | 20% | 630 | 700 | 780 | 757 | 172% | 34% |
| Financial Modifier (weighted average) | — | — | — | — | — | 132% | 132% |
Long‑Term Incentives (LTI) – Grant structure and performance
| Award Type | Grant Date | Target Units (#) | Grant Date Fair Value ($) | Performance Metric(s) | Weighting | Vesting |
|---|---|---|---|---|---|---|
| Performance Units (PUs) | Mar 1, 2024 | 1,129 | $260,360 | Cumulative EVA and Relative TSR vs peer group | 50% / 50% (Corporate NEOs) | Cliff vest at 3 years |
| Market‑leveraged Stock Units (MSUs) | Mar 1, 2024 | 989 | $256,923 | Absolute TSR | 100% | 1‑,2‑,3‑,4‑year tranches (avg 2.5 years) |
LTI payout benchmarks settled in 2024:
- PUs (2022‑2024): Corporate NEOs earned 50% of target; EVA component paid 0% (below threshold); TSR at 56th percentile capped at 100% due to negative absolute TSR .
- MSUs settled in 2024: 2021‑2024 TSR 28% → 128% payout; 2022‑2024 TSR −4% → 92%; 2023‑2024 TSR 4% → 96%; 2024 TSR −3% → 93% .
Equity Ownership & Alignment
Beneficial Ownership (Record Date Feb 24, 2025)
| Holder | Common Stock | Rights Exercisable/Vesting ≤60 Days | Total Beneficial | % of Class |
|---|---|---|---|---|
| Danny G. Allouche | 18,605 | 5,515 | 24,120 | <1% |
- Stock Ownership Guidelines: Level 3 NEO required ownership equals 2x year‑end base salary ($905,806); Allouche held 23,524 countable shares/units and achieved 5x the requirement at YE 2024 .
- Hedging/Pledging: Company policy prohibits hedging/pledging; officers complied in 2024 .
- Trading Windows/10b5‑1: Preclearance and blackout windows; 10b5‑1 plans subject to restrictions .
Outstanding Equity at FY‑End (Dec 27, 2024)
| Category | Units (#) | Market/Payout Value ($) |
|---|---|---|
| Unvested RSUs | 3,292 | $620,575 |
| Unearned PUs/MSUs (not yet vested) | 7,393 | $1,393,654 |
Footnotes in company table denote specific grant tranches; values computed at $188.51 closing price on Dec 27, 2024 .
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (involuntary, not for cause) | 1x base salary + 1x target AIP; cash value of 12 months medical/dental; up to $25,000 outplacement; subject to release and restrictive covenants |
| Change‑of‑Control | Level 3 NEOs receive Severance Plan terms; double‑trigger equity vesting within 24 months of change of control; PUs/MSUs vest based on actual or target if not determinable; no excise tax gross‑ups; payments cut to avoid excise tax if beneficial |
| Executive Officer Cash Severance Policy | Adopted Jan 31, 2025; no cash severance >2.99x base+target bonus for executive officers without stockholder ratification |
| Clawbacks | Executive officer clawback for accounting restatements; additional clawback for all AIP/LTI recipients in case of fraud/misconduct |
Potential payments if terminated at FY‑end:
- Involuntary termination not for cause: Severance $679,355; Medical/Dental $8,900; Outplacement $25,000; Total cash $713,255 (equity generally forfeited unless retirement eligible) .
- Termination within 24 months of change of control: Same cash severance amounts; equity values that would vest on double‑trigger: RSUs $620,575; PUs $769,498; MSUs $635,802; Total $2,739,130 (with standard equity vesting mechanics) .
Compensation Structure Analysis
- Mix and at‑risk pay: As a Corporate NEO, Allouche’s AIP depended on company adjusted sales, EPS, and FCF, and his LTI was fully performance‑based (PUs/MSUs); his 2024 stock awards totaled $517,283 and salary $448,530, with realized AIP uplift from a 132% financial modifier .
- Metric rigor and outcomes: Corporate EVA for 2022‑2024 PUs did not meet threshold (0% EVA component), while relative TSR reached median but was capped (negative absolute TSR); MSU payouts spanned 92%‑128% based on absolute TSR by tranche, indicating balanced upside/downside sensitivity .
- Ownership alignment: Achieved 5x ownership guideline vs 2x required, with policy counting only vested RSUs and 50% of unvested MSUs; hedging/pledging prohibited and reported compliant in 2024 .
- Governance and risk safeguards: Double‑trigger equity vesting; no excise tax gross‑ups; clawbacks; limited perquisites; no employment contract disclosed (plan‑based severance) .
Investment Implications
- Alignment is strong: AIP and LTI metrics tie pay to sales/EPS/FCF, EVA, and TSR; ownership guideline exceeded 5x with hedging/pledging bans—reduces misalignment risk .
- Vesting/selling pressure: Material unearned PUs/MSUs ($1.39M market/payout) and RSUs ($0.62M) may create periodic supply as tranches vest; MSU payouts correlate with absolute TSR, introducing pro‑cyclical realized compensation .
- Retention risk appears contained: Severance at 1x base+bonus and double‑trigger equity vesting limit windfalls; no employment agreements; cash severance capped policy curbs excessive payouts in future .
- Performance sensitivity: EVA shortfalls reduce PU payouts while TSR caps limit upside in down markets—suggests prudent design; continued focus on high‑value categories and FCF strength under Allouche’s finance stewardship supports durable cash generation .