Ward Dickson
Avery DennisonAbout Ward H. Dickson
Ward H. Dickson, age 62, is an independent director of Avery Dennison, appointed in June 2024. He serves as Audit Committee Chair and is a member of the Finance Committee; the Board designated him an “audit committee financial expert.” Dickson is the retired EVP & CFO of WestRock Company (2013–2021) and currently serves on the board of Ameren Corporation, bringing deep finance and packaging-industry expertise alongside substantial knowledge of cybersecurity and environmental sustainability .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WestRock Company | Executive Vice President & Chief Financial Officer | Sept 2013 – Nov 2021 | Led finance at a ~$18B revenue packaging company with ~50K employees; technical finance expertise and M&A oversight |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Ameren Corporation | Director | Current | Other committee roles not disclosed in AVY proxy; current public company board |
Board Governance
- Independence: Affirmed under NYSE standards; Audit, Compensation, and Governance Committees comprised entirely of independent directors. Governance Committee’s 2025 review determined Dickson independent .
- Committee roles: Audit Committee Chair; Finance Committee member. Audit Committee members (incl. Dickson) meet enhanced independence standards; Dickson and Siewert designated audit committee financial experts .
- Attendance: Board met 5 times in 2024; all directors ≥75% attendance; average attendance 98%. Audit Committee held 7 meetings; average attendance 100% .
- Director onboarding and engagement: AVY provided orientation; Dickson met with leadership and visited facilities in 2024 .
| 2025 Annual Meeting Voting (April 24, 2025) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Ward H. Dickson (Election to Board) | 65,571,326 | 1,443,280 | 65,240 | 4,402,463 |
| Other Key Votes | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 63,308,259 | 3,317,363 | 454,224 | 4,402,463 |
| Ratify PwC (FY 2025) | 66,267,638 | 5,146,777 | 67,894 | — |
| Golden Parachutes Proposal | 4,085,131 | 62,841,981 | 152,734 | 4,402,463 |
Fixed Compensation
- Program structure (effective at 2024 Annual Meeting): Annual Board retainer $115,000; RSUs target grant date fair value $185,000; LID +$45,000; Audit Chair +$35,000; Compensation Chair +$25,000; Governance Chair +$25,000; charitable/educational gift match up to $10,000; annual cap $600,000 under 2017 Incentive Award Plan .
| Component (Program) | Amount ($) |
|---|---|
| Board Retainer (non‑employee director) | 115,000 |
| Audit Committee Chair Retainer | 35,000 |
| RSUs Target Grant Date Fair Value | 185,000 |
| Charitable/Educational Match (max) | 10,000 |
| Non‑employee Director Annual Cap (cash + equity) | 600,000 |
| Ward Dickson – 2024 Cash Earned | Amount ($) |
|---|---|
| Board Retainer (prorated) | 105,417 |
| Audit Committee Chair Retainer (prorated) | 32,083 |
| Charitable/Educational Match | 0 |
| Total Cash Fees | 137,500 |
Performance Compensation
- Equity awards: On June 1, 2024, Dickson received 753 RSUs (prorated for 11 months of service) with grant date fair value $167,030; annual RSUs vest on the one‑year anniversary of grant. RSU vesting accelerates upon death, disability, retirement at age 72, or termination within 24 months after a change of control; cancelled if not reelected or leaves before vesting unless otherwise determined .
| RSU Grants (2024) | Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Annual Director RSUs (prorated) | Jun 1, 2024 | 753 | 167,030 | Time‑based; 1‑year cliff vesting |
Other Directorships & Interlocks
| Company | Sector | Role | Interlocks/Related Party Notes |
|---|---|---|---|
| Ameren Corporation | Utilities | Director | No related person transactions disclosed by AVY in 2024; Governance Committee reviews related person transactions |
Expertise & Qualifications
- Finance: Former CFO and audit committee financial expert; oversight of financial reporting, internal controls, and auditor independence .
- Industry: Technical expertise in packaging/materials science and industrial goods relevant to AVY’s Materials Group .
- Cybersecurity & ESG: Substantial knowledge of cybersecurity and environmental sustainability .
Equity Ownership
- Stock ownership guideline: Non‑employee directors must own ≥$500,000 in AVY stock; unvested RSUs and DSUs count toward compliance; at least 50% must be held in vested shares. New directors have 5 years from board appointment to comply .
- As of YE 2024 (policy compliance measure): Dickson “Ownership (#)” shown as 753 (reflects RSUs counted under policy); minimum not yet achieved given new appointment and 5‑year window .
- As of record date (Feb 24, 2025) beneficial ownership: Dickson reported no shares or rights vesting/exercisable within 60 days; <1% of class .
- Hedging/pledging: Directors and officers prohibited from hedging or pledging AVY stock; company reported compliance in 2024 .
| Ownership Snapshot | Measure | Value |
|---|---|---|
| Stock Ownership Policy Requirement | Non‑employee director minimum | $500,000 |
| YE 2024 Ownership (# counted for policy) | Shares/Units | 753 |
| Record Date Beneficially Owned (Feb 24, 2025) | Shares | – |
| Percent of Class | % | <1% |
| Time Allowed to Achieve Guideline | Years | 5 years from appointment (June 2024) |
| Hedging/Pledging | Status | Prohibited; no violations reported |
Governance Assessment
- Strengths: Independent status; Audit Chair with “financial expert” designation; strong committee attendance; overwhelming shareholder support for his election; robust say‑on‑pay approval for AVY indicating investor confidence in governance and compensation oversight .
- Alignment considerations: As a June 2024 appointee, Dickson had zero beneficially owned shares as of the Feb 24, 2025 record date, with alignment ramping via unvested RSUs and five‑year compliance window to meet the $500,000 guideline .
- Conflicts/related party risk: AVY disclosed no related person transactions in 2024; governance policies and committee oversight for conflicts are robust .
- Additional context: Audit Committee scope includes cybersecurity oversight; Finance Committee membership involves capital structure and allocation reviews, enhancing board effectiveness on financial risk and capital deployment .