David Flitman
Avery DennisonAbout David Flitman
David Flitman, 61, was appointed as a non-employee director of Avery Dennison on July 23, 2025. He is currently CEO of US Foods Holding Corporation, and previously served as President & CEO of Builders FirstSource (2021–2022) and BMC Stock Holdings (2018–2021). He holds a BS in Chemical Engineering from Purdue University. His initial equity grant at AVY was 765 RSUs, prorated for the remaining months of the term; vesting on the first anniversary of the grant date.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Builders FirstSource, Inc. | President & CEO | 2021–2022 | — |
| BMC Stock Holdings, Inc. | President & CEO | 2018–2021 | — |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| US Foods Holding Corporation | Chief Executive Officer | Current (as of 2025) | $37.9B FY2024 revenue; foodservice distribution; industry overlap with AVY’s food & grocery end markets. |
Board Governance
- Appointment and status: Appointed director effective July 23, 2025; participates in AVY’s non-employee director compensation program; initial grant of 765 RSUs vesting in one year.
- Independence process: AVY’s Board annually assesses director independence under NYSE standards via questionnaires and Governance Committee review. (Flitman’s independence determination will be addressed in the next proxy following his appointment.)
- Committee assignments: Not disclosed at appointment; AVY’s Board rotates and reviews committee membership and chairs annually under written charters.
- Related person transactions oversight: Governance Committee reviews and approves related person transactions; directors must disclose potential conflicts.
- Insider trading safeguards: Directors are prohibited from hedging or pledging company stock; trading subject to preclearance and blackout windows; Rule 10b5-1 plans tightly controlled.
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual Board Retainer (Cash) | $115,000 | |
| Charitable/Educational Match | Up to $10,000 per year | |
| Lead Independent Director Retainer | $45,000 | |
| Committee Chair Retainers | Audit $35,000; Compensation $25,000; Governance $25,000 | |
| Annual Director Equity Grant (RSUs) | $185,000 grant-date fair value; 1-year vest | |
| Flitman Initial Grant (RSUs) | 765 RSUs; cliff-vest on first anniversary (pro-rated for remaining months to 2026 Annual Meeting) |
Performance Compensation
| Award Type | Performance Metric | Weight | Performance Period | Notes |
|---|---|---|---|---|
| RSUs (Directors) | None (time-based vesting) | N/A | 1 year | Director RSUs vest after one year; no performance conditions. |
| Flitman Initial RSUs | None (time-based vesting) | N/A | 1 year | 765 RSUs vest on first anniversary of 7/23/2025 grant. |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| US Foods Holding Corporation | CEO | AVY serves food & grocery markets; any commercial relationship would be reviewed under AVY’s related person transaction policy. |
| Builders FirstSource (prior) | President & CEO | Building materials; limited direct overlap with AVY’s core segments. |
| BMC Stock Holdings (prior) | President & CEO | Building materials; limited direct overlap. |
Expertise & Qualifications
- Extensive CEO experience in dynamic, multi-industrial environments (US Foods; Builders FirstSource; BMC).
- Deep food industry expertise aligned to AVY’s food & grocery growth vectors.
- Technical foundation with a BS in Chemical Engineering (Purdue University).
Equity Ownership
| Item | Status | Source |
|---|---|---|
| Beneficial Ownership (initial Form 3) | No securities beneficially owned | |
| Unvested RSUs | 765 (granted 7/23/2025; vests 7/23/2026) | |
| Director Stock Ownership Guideline | $500,000 minimum; 50% must be vested shares | |
| Time to Guideline Compliance (new directors) | 5 years from Board appointment (policy) | |
| Hedging/Pledging | Prohibited by insider trading policy |
Insider Trades
| Date | Form | Key Details |
|---|---|---|
| 07/24/2025 | Form 3 | Initial statement; no securities beneficially owned. |
Governance Assessment
- Positives: Adds an experienced external CEO with direct food industry domain knowledge to a board overseeing growth in food & grocery end markets; equity-heavy director pay structure aligns incentives via annual RSUs; AVY’s 2025 say-on-pay advisory vote passed (For: 63,308,259; Against: 3,317,363; Abstain: 454,224; broker non-votes: 4,402,463), indicating broad investor support for compensation governance.
- Watch items: Potential industry interlock given US Foods; monitor any AVY–US Foods transactions under related party policy; committee assignment and independence determination to be disclosed in the next proxy; initial ownership is zero with 5-year runway to meet $500k guideline; AVY restricts public-company executives to no more than one other U.S. public company board—monitor overall board service load relative to this policy.
Next disclosures to monitor: 2026 Proxy Statement for formal independence determination, committee assignments, attendance, and director compensation details; subsequent Forms 4 for any transactions; and any related person transaction disclosures involving US Foods.