Ryan Yost
Avery DennisonAbout Ryan Yost
Ryan D. Yost is President, Materials Group (Level 2 NEO) at Avery Dennison, promoted in March 2024, with his target incentive structures reset to reflect the role’s scope . Under his leadership, Materials delivered above-target 2024 AIP performance across sales, net income, free cash flow, and EPS, yielding a 150% financial modifier for his annual bonus . Company context: FY2024 net sales were $8.8B, adjusted EPS $9.43, net cash from operations $938.8M, adjusted FCF ~$699.5M, and ROTC 15.8%; 5-year TSR was 55% versus the Dow U.S. Container & Packaging Index at 36% . He is subject to Avery Dennison’s stock ownership policy (3x base for Level 2), trading windows, hedging/pledging prohibitions, and clawbacks, aligning pay with performance and governance best practice .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avery Dennison Solutions Group | Business leader (then-leader in what is now Solutions) | 2022–2024 | PU awards tied to Solutions EVA indicate leadership accountability in that business during 2022–2024 performance cycle . |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $525,000 |
| Target AIP (% of Base) | 60% |
| Target AIP ($) | $315,000 |
| Financial Modifier | 150% |
| Individual Modifier | 100% |
| Actual AIP Award ($) | $472,500 |
Performance Compensation
2024 AIP Performance Detail (Materials Group)
| Metric | Weighting | Target | Actual | Payout Modifier |
|---|---|---|---|---|
| Adjusted Sales (Net Sales) | 20% | $5,783M | $5,879M | 150% |
| Adjusted Net Income | 45% | $609.1M | $638.4M | 148% |
| Adjusted Free Cash Flow | 20% | $553M | $596M | 186% |
| Adjusted EPS | 15% | $9.25 | $9.35 | 111% |
| Weighted Financial Modifier | — | — | — | 150% |
Notes: Business NEO metrics and weights (20% sales, 45% adjusted net income, 20% adjusted FCF, 15% adjusted EPS); AIP awards are capped at 200% and subject to trading windows, preclearance, and clawbacks .
LTI Structure and 2024 Grants
| Instrument | Weighting | Performance Metrics | Vesting | 2024 Grant (#) | 2024 Grant ($) |
|---|---|---|---|---|---|
| Performance Units (PUs) | 50% of annual LTI; 75% EVA / 25% Relative TSR for Business NEOs | Business Cumulative EVA (75%); Relative TSR vs peer group (25%); TSR component capped at 100% if absolute TSR < 0% | Cliff after 3 years | 2,207 | $481,743 |
| Market-leveraged Stock Units (MSUs) | 50% of annual LTI | Absolute TSR; 1/2/3/4-year tranches; thresholds and payouts: -15%→85%, 10%→100%, 75%→200% | 25% tranches at 1, 2, 3, 4 years (avg 2.5 years) | 1,819 | $472,577 |
| Special Promotion PUs (2024–2026) | One-time | Company EVA (50%) & Relative TSR (50%) terms same as corporate awards | Cliff after 3 years | 1,318 | $303,970 |
| Special Promotion RSUs | One-time | Time-based | Cliff on 3rd anniversary of grant date (03/01/27) | 3,234 | $670,543 |
Historical LTI Payouts (Context)
| Period | EVA Component Payout | Relative TSR Component Payout | Total PU Payout |
|---|---|---|---|
| 2022–2024 | 0% (Solutions EVA < threshold for Business NEOs) | 100% (56th percentile capped due to negative absolute TSR) | 25% of target for Business NEOs |
Equity Ownership & Alignment
| Item | Status / Amount |
|---|---|
| Stock Ownership Guideline (Level 2) | 3× year-end base salary; at least 50% must be vested shares |
| Yost Minimum Ownership Requirement | $1,575,000 (3× $525,000) |
| Actual Ownership Counted for Policy | 9,738 shares/units; has 5 years from March 2024 appointment to comply |
| Unvested RSUs (12/27/24) | 6,165; $1,162,164 market value at $188.51 |
| Unearned Equity Incentive Awards (PUs/MSUs, 12/27/24) | 17,140; $3,231,062 market/payout value at $188.51 |
| 2024 Stock Vested | 3,069 shares; $664,285 value |
| Hedging/Pledging | Prohibited; officers may not hedge or pledge; compliance affirmed in 2024 |
| Trading Windows | Preclearance required; blackout windows around earnings; 10b5-1 plans governed by policy |
| Clawbacks | Section 16 restatement clawback plus broader misconduct/restatement clawback applied to AIP/LTI |
Employment Terms
| Plan / Provision | Key Terms |
|---|---|
| Executive Severance Plan (involuntary termination not for cause) | Severance: 1× base + target AIP; non-severance: cash value of 12 months medical/dental premiums + up to $25,000 outplacement; restrictive covenants and release required |
| Key Employee Change-of-Control (Double Trigger) | If terminated without cause or for good reason within 24 months of CoC: 2× base + target AIP; prorated target AIP for yr of termination; 2× cash value of 12 months medical/dental; up to $25,000 outplacement; no excise tax gross-up; cut-down option |
| Equity Treatment on Termination | PU/MSU vesting based on actual/target performance and event; RSUs vest on death/disability and upon double trigger CoC; retirement eligibility rules apply |
Termination scenario amounts for Yost as of 12/28/2024:
| Scenario | Severance ($) | Medical/Dental ($) | Outplacement ($) | Unvested RSUs ($) | Unvested PUs ($) | Unvested MSUs ($) | Total ($) | Excise Tax Cut-Down ($) |
|---|---|---|---|---|---|---|---|---|
| Death | — | — | — | 552,523 | 876,383 | 171,815 | 1,600,721 | — |
| Qualifying Disability | — | — | — | 552,523 | 876,383 | 171,815 | 1,600,721 | — |
| Involuntary Termination (no CoC) | 840,000 | 30,183 | 25,000 | — | — | — | 895,183 | — |
| Involuntary Termination within 24 months of CoC | 1,680,000 | 60,366 | 25,000 | 1,162,164 | 1,929,588 | 564,509 | 5,421,627 | (763,560) |
Performance & Track Record
- Transitioned successfully to Materials President in March 2024; advanced strategies and improved cross-business collaboration .
- Delivered mid-to-high single-digit growth in high-value categories; maintained share and strong operating margins in base business .
- Expanded Sustainable ADvantage portfolio with market-first RecyClass label solution for HDPE packaging to enhance recyclability .
- Public M&A execution: Commented on Meridian Flooring Adhesives acquisition integration into Materials Group, highlighting growth strategy .
Investment Implications
- High at-risk pay design with larger equity weighting (annual LTI at 180% of base; AIP at 60%), plus EVA/TSR metrics and MSU TSR tranches, aligns incentives with long-term shareholder value; relative TSR caps reduce windfall risk in down markets .
- Near-term selling pressure should be constrained by blackout windows, preclearance, and ownership retention requirements; substantial unvested RSUs ($1.16M) and unearned PUs/MSUs ($3.23M) imply staggered vesting over 2025–2027 .
- Ownership alignment is progressing; Yost has five years from March 2024 to reach 3× salary minimum and must hold at least 50% in vested shares; hedging/pledging is prohibited and compliance affirmed .
- Change-of-control economics are moderate (2× for Level 2 NEOs, no tax gross-ups, double-trigger equity), limiting golden parachute risk; updated executive officer cash severance policy caps future severance at 2.99× without shareholder ratification .