Maria Fernanda Mejia
Avery DennisonAbout Maria Fernanda Mejia
Independent director of Avery Dennison (AVY) since February 2024; age 61. Former CEO, International at Newell Brands (2022–2023) and SVP & President, Latin America at Kellogg Company (2011–2020), with 35+ years in global consumer goods and broad leadership across marketing, sustainability, and M&A; worked in Latin America, Europe, and Asia Pacific. Currently serves on AVY’s Audit Committee; independence affirmed by the Board under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newell Brands Inc. | CEO, International | Feb 2022 – Feb 2023 | Led international consumer goods operations; supervisory experience in marketing, sustainability, and M&A |
| Kellogg Company | SVP & President, Latin America | Nov 2011 – Feb 2020 | Regional P&L leadership; extensive consumer products exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grocery Outlet, Inc. | Director (prior) | Past five years (no current public boards) | Committee roles not disclosed |
Board Governance
- Committee assignments: Audit Committee member; current Audit Committee composition includes Ward Dickson (Chair), Maria F. Mejia, Patrick T. Siewert, and William R. Wagner; Audit Committee held 7 meetings in 2024 with 100% average attendance; all members meet enhanced NYSE independence standards; audit committee financial experts are Dickson and Siewert.
- Independence: Board determined Mejia is independent; 7 of 9 director nominees are independent.
- Attendance: Board met 5 times in 2024; there were 27 committee meetings; all directors attended ≥75% of their meetings; average attendance was 98%; all then-serving directors attended the 2024 Annual Meeting.
- Advisory Councils (non-fiduciary): Member of the Future of Consumer Packaging Advisory Council; no additional compensation currently provided for this service.
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Board retainer (cash; prorated) | $131,667 |
| Committee chair fees | N/A (not a chair) |
| Lead Independent Director fee | N/A |
| Charitable/Educational match | $10,000 |
| Total fixed cash | $141,667 |
- Standard non-employee director program effective from 2024 Annual Meeting: Board retainer $115,000; RSU grant date fair value $185,000; chair retainers: Audit $35,000, Compensation $25,000, Governance $25,000; Lead Independent Director $45,000; annual cap $600,000.
Performance Compensation
| Grant | Grant Date | Shares (RSUs) | Grant Date Fair Value ($) | Vesting Schedule | Change-of-Control Terms |
|---|---|---|---|---|---|
| Director equity (prorated 2023 program) | Feb 22, 2024 | 132 | $27,816 | Time-based; vest on one-year anniversary of grant date | Unvested RSUs fully vest upon death, disability, retirement after age 72, or termination of service within 24 months after a change of control |
| Annual director equity | May 1, 2024 | 844 | $182,043 | Time-based; vest on one-year anniversary of grant date | Same as above |
- 2024 total stock awards value (ASC 718): $209,859.
- Note: Director equity awards are time-based RSUs (no performance metrics attached); the company does not grant stock options to non-employee directors under this program.
Other Directorships & Interlocks
| Company | Current/Prior | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Grocery Outlet, Inc. | Prior (past five years) | Director | No related-party transactions disclosed; Board affirmed independence. |
Expertise & Qualifications
- 35+ years consumer goods industry expertise; technical marketing background; supervisory experience in M&A, environmental sustainability, and R&D; substantial cybersecurity knowledge; international work experience in Latin America, Europe, and Asia Pacific.
Equity Ownership
| Metric | Amount |
|---|---|
| Common stock beneficially owned (#) | 132 |
| Rights exercisable or vesting within 60 days (#) | 0 |
| Unvested RSUs counted for ownership policy (#) | 976 (844 granted 5/1/2024 + 132 granted 2/22/2024) |
| DSUs (#) | 0 (no DSUs listed for Mejia) |
| Shares pledged as collateral | None; pledging prohibited and none pledged by directors/officers per footnote |
| Shares outstanding (for percent calc) | 78,965,996 |
| Ownership as % of shares outstanding (%) | ~0.000167% (132 ÷ 78,965,996) |
| Director stock ownership guideline | $500,000; 50% must be vested shares |
| Compliance status at YE 2024 | Not yet achieved; has five years from Feb 2024 appointment to comply |
Governance Assessment
- Strengths: Independent director with deep consumer goods and global operating experience; active Audit Committee member on a fully independent committee with strong oversight, robust executive sessions, and recognized financial experts; Audit Committee averaged 100% attendance in 2024; no related person transactions requiring disclosure; strict insider trading and anti-pledging policy.
- Alignment: Receives majority of compensation in equity RSUs aligned with one-year board service; subject to director ownership guidelines and retention requirements until compliant.
- Watch items and potential investor confidence signals:
- Early tenure and low direct beneficial ownership (132 shares) with guideline not yet met—typical for new appointees but monitor progress to $500,000 ownership requirement over the five-year compliance window.
- No performance-contingent equity for directors (time-based RSUs), consistent with market practice; any shift to guaranteed pay or reduced equity proportion would be negative—currently not observed.
- No director-specific attendance detail disclosed; board-wide attendance strong (98% average).
Director Compensation (Detail)
| Component | 2024 |
|---|---|
| Fees earned or paid in cash ($) | $131,667 |
| Stock awards ($) | $209,859 |
| All other compensation ($) | $10,000 (charitable match) |
| Total ($) | $351,526 |
Notes: On May 1, 2024, non-employee directors received 844 RSUs (grant date fair value $182,043); Mejia also received a prorated 132 RSUs on Feb 22, 2024 (grant date fair value $27,816). RSUs vest after one year; unvested RSUs accelerate under specified conditions (death, disability, retirement after age 72, or change-of-control termination).
Independence, Conflicts, and Related-Party Exposure
- Independence: Affirmed by the Board; no material relationships identified.
- Related person transactions: None requiring disclosure in FY 2024; robust conflict-of-interest and certification processes in place.
- Hedging/pledging: Prohibited; none reported for directors/officers.
Committee Expertise and Engagement
- Audit Committee responsibilities include oversight of financial reporting, internal controls, cybersecurity risk management, internal audit, and external auditor independence; Mejia joined in Feb 2024; the committee recommended PwC ratification for FY 2025.
Attendance and Engagement
- Board: 5 meetings in 2024; all directors met ≥75% attendance; average 98%; all then-serving attended the 2024 Annual Meeting.
- Audit Committee: 7 meetings; 100% average attendance.
- Advisory Council: Future of Consumer Packaging Advisory Council member; non-fiduciary engagement with management; currently no extra compensation.