Mitchell Butier
Avery DennisonAbout Mitchell R. Butier
Age 53; joined the AVY Board in 2016. Served as CFO (2010–2014), COO (2014–2016), CEO (2016–2023), Executive Chairman (Sept 2023–Apr 2025), and was elected to serve as non-executive Chairman for a one-year term ending at the 2026 Annual Meeting, subject to reelection. Determined “Not Independent” under NYSE standards; deep finance, operations, and materials science/packaging experience, with oversight of sustainability and cybersecurity as CEO/Executive Chairman .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avery Dennison | VP, Global Finance & CAO | Mar 2007–May 2010 | Led controllership; strengthened internal controls . |
| Avery Dennison | SVP & CFO | Jun 2010–Oct 2014 (continued as CFO until Mar 2015) | Drove capital allocation and financial discipline . |
| Avery Dennison | President & COO | Nov 2014–Apr 2016 | Oversight of Materials and Solutions; operational efficiency . |
| Avery Dennison | President & CEO | May 2016–Apr 2019 | Strategy execution; sustainability advancement . |
| Avery Dennison | Chairman, President & CEO | Apr 2019–Feb 2022 | Led Board and management; strategic M&A . |
| Avery Dennison | Chairman & CEO | Mar 2022–Aug 2023 | Continued portfolio optimization and innovation . |
| Avery Dennison | Executive Chairman | Sept 2023–Apr 2025 | Mentored CEO; led Board; member of Cybersecurity Advisory Council (officer capacity) . |
| Avery Dennison | Chairman (non-executive, elected) | Feb 2025–Apr 2026 (subject to reelection) | Board leadership; compensation aligned to non-employee directors . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current or prior U.S. public company boards in past five years . |
Board Governance
- Independence: Not independent (served as executive officer); only Butier and CEO Stander were non-independent as of Feb 2025 .
- Board role: Chairman-elect for 2025–2026; Finance Committee Chair; non-independent Finance Committee is separate from independent committees .
- Committee assignments: Finance Committee Chair; no membership on Audit/Compensation/Governance (those are fully independent) .
- Attendance: Board met 5 times, committees 27 times in 2024; all directors ≥75% attendance; average 98% .
- Executive sessions and oversight: Robust Lead Independent Director role to balance non-independent Chair; frequent executive sessions and independent committee leadership .
- Stock ownership policy: Non-employee directors must hold $500,000; CEO/Executive Chair must hold 6x salary with 50% vested shares. As of YE 2024, Butier met/exceeded requirement at 11x .
Fixed Compensation
| Year | Role | Cash (base/retainer) | Equity vehicle | Grant detail | Total |
|---|---|---|---|---|---|
| 2024 | Executive Chairman | $1,000,000 salary | RSUs (time-based) | 23,101 RSUs, grant-date fair value $4,926,903; one-year cliff vest | $6,051,669 total comp (incl. pension change $14,319; other $110,447) . |
| 2025 (approved) | Chairman (non-executive) | $200,000 Board retainer | RSUs (time-based) | $300,000 grant-date fair value; one-year vest consistent with director awards | $500,000 target TDC (or $510,000 incl. charitable match) . |
Notes:
- As Executive Chairman in 2024, Butier did not participate in AIP and received time-based RSUs, aligning with non-employee director equity design for one-year service terms .
Performance Compensation
| Program | Metric(s) | Structure | 2024 Participation/Results |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted EPS; Adjusted sales growth; Adjusted free cash flow; plus individual modifier (generally capped at 100%) | 0–200% payout; thresholds and caps; paid in cash | Not eligible as Executive Chairman in 2024 . |
| Performance Units (PUs) | 3-year: Company EVA and Relative TSR (Corporate NEOs 50%/50%); Business EVA/Company TSR (Business NEOs 75%/25%); payout 0–200%; TSR capped at 100% if absolute TSR negative | Equity, cliff vests at 3 years | 2022–2024 PUs: 50% payout for Corporate NEOs; 25% for Business NEOs (TSR 56th percentile capped at 100%; EVA below threshold) . |
| Market-leveraged Stock Units (MSUs) | 1-, 2-, 3-, 4-year tranches; absolute TSR-based; threshold −15% (85% payout), target 10% (100%), max 75% (200%) | Equity; performance payout 0–200% per tranche | Tranche results: 2021–2024 +28% TSR → 128% payout; 2022–2024 −4% TSR → 92%; 2023–2024 +4% → 96%; 2024 1-yr −3% → 93% . |
Clawbacks and risk mitigation: Executive clawback for restatements; broader clawback for AIP/LTI recipients; double-trigger equity vesting on change-of-control; hedging and pledging prohibited for directors/officers .
Other Directorships & Interlocks
| Company | Board/Role | Committee roles | Overlap/conflict notes |
|---|---|---|---|
| None | — | — | No public company board service in past five years; Governance Committee reviews potential conflicts; none reported in 2024 . |
Expertise & Qualifications
- Finance: CAO/CFO; oversight of financial reporting, internal controls, capital management .
- Operations and materials science/industrial goods/packaging: Roles across Materials Group; sector-specific expertise aligned to AVY’s core .
- Sustainability: Led progress on 2025/2030 goals and integrated sustainability into strategy as CEO/Executive Chairman .
- Cybersecurity: Served on Cybersecurity Advisory Council (officer capacity), Board oversight via Audit Committee; enhanced risk oversight in 2024 .
- Global: Worked outside the U.S. (Europe) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (record date Feb 24, 2025) | 358,190 shares (307,553 common + 50,637 rights exercisable/vesting within 60 days); <1% of shares outstanding; includes 4,222 shares in employee savings plan; none pledged . |
| Outstanding unvested awards (YE 2024) | RSUs: 23,101 unvested ($4,354,770 market value at $188.51); Equity incentive plan unearned shares/units: 67,782 ($12,777,585) . |
| Option exercises/stock vested in 2024 | Exercised 141,108 options for $19,544,725; 59,889 shares vested valued at $12,962,974 . |
| Ownership policy compliance (YE 2024) | Executive Chairman requirement $6,000,000; ownership measured at 347,836 (shares/units considered) → 11x multiple; in compliance including 50% vested shares requirement . |
| Hedging/pledging | Prohibited; company confirms compliance for directors/officers in 2024 . |
Fixed Compensation (Director-Specific)
| Component | Amount |
|---|---|
| 2025 Chairman cash retainer | $200,000 |
| 2025 Chairman RSUs | $300,000 grant-date fair value; one-year vest |
| Charitable match | Up to $10,000 |
Performance Compensation (Metric Table)
| Vehicle | Metric | Weight | Payout Range | Notes |
|---|---|---|---|---|
| PUs (Corporate) [2024–2026] | Company EVA | 50% | 0–200% | EVA deducts WACC×avg invested capital from after-tax operating profit . |
| PUs (Corporate) | Relative TSR vs peer group | 50% | 0–200% (capped at 100% if absolute TSR <0) | Market-conditioned; Monte Carlo valuation . |
| MSUs | Absolute TSR | 100% | 0–200% per tranche | Threshold −15%→85%; target 10%→100%; max 75%→200%; 1/2/3/4-year tranches . |
| AIP (context) | Adjusted EPS; Adjusted sales growth; Adjusted free cash flow | — | 0–200% | Butier not eligible in 2024 as Executive Chairman . |
Related Party Transactions and Conflicts
- Policy and certification process: Regular conflict disclosures reviewed; Governance Committee oversight; no related person transactions requiring disclosure in 2024 .
- Independence and leadership: Non-independent Chair balanced by robust Lead Independent Director and fully independent Audit/Compensation/Governance Committees .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 94% support; consistent high approval; program viewed as pay-for-performance; ongoing engagement with investors .
- Engagement program: Semiannual outreach to top holders; Board included in off-season engagements; adoption of special meeting rights (25%) in April 2024 .
Governance Assessment
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Strengths
- Deep operational and financial expertise; long tenure across CFO/COO/CEO roles adds continuity to Board leadership .
- Strong ownership alignment: 11x ownership multiple; no pledging/hedging; firm stock ownership policy .
- Clawbacks, double-trigger vesting on change-of-control, prohibition of hedging/pledging reduce risk-taking and align incentives .
- Independent committee structure and robust Lead Independent Director mitigate non-independent Chair risk .
- High shareholder support for pay (94%) supports confidence in compensation governance .
-
Risks and red flags
- Non-independent Chair status and recent executive tenure may draw scrutiny on Board independence; however, counterbalanced by strong LID role and fully independent key committees .
- Shift from performance-based LTI (CEO) to time-based RSUs (Executive Chairman/Chair) reduces at-risk pay; appropriate for non-employee chair role but watch for pay inflation over time .
- No related-party transactions disclosed; continue monitoring interlocks and any advisory roles or third-party engagements for conflicts .
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Implications for investors
- Governance structure appears robust with clear mitigants; ownership alignment and clawbacks are positives.
- Independence optics of Chair warrant monitoring, but current safeguards and engagement practices support Board effectiveness.