William Wagner
Avery DennisonAbout William R. Wagner
William R. Wagner (age 58) has served on Avery Dennison’s board since October 2022 and is an independent director. He is Chair of the Governance Committee and a member of the Audit Committee. Wagner brings 25+ years of digital/technology leadership, cybersecurity, and marketing expertise, and became CEO of Semrush Holdings, Inc. effective March 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Semrush Holdings, Inc. | CEO | Effective March 2025 | CEO of an online visibility management SaaS company |
| GoTo Group, Inc. (formerly LogMeIn, Inc.) | President & CEO | Dec 2015 – Jan 2022 | Led company then with $1+ billion in annual revenues and ~4K employees |
| GoTo Group, Inc. (formerly LogMeIn, Inc.) | President & COO | Jan 2015 – Dec 2015 | Operational leadership |
| GoTo Group, Inc. (formerly LogMeIn, Inc.) | COO | May 2013 – Dec 2014 | Operational leadership |
External Roles
| Company | Role | Tenure/Status | Notes |
|---|---|---|---|
| Semrush Holdings, Inc. | Director | Current | Concurrent service after May 2025; Wagner also serves as CEO |
| BlackLine, Inc. | Director | Until May 2025 | Will cease serving in May 2025 |
| Akamai Technologies, Inc. | Director | Past five years | Prior board service |
| LogMeIn, Inc. | Director | Past five years | Prior board service |
Board Governance
- Committee assignments: Governance Committee Chair; Audit Committee Member. Audit Committee members meet enhanced NYSE independence standards; Governance Committee members meet NYSE independence standards .
- 2024 meetings: Audit Committee 7 meetings, average attendance 100%; Governance Committee 12 meetings (nearly half focused on new director search), average attendance 97% .
- Board attendance: Board met 5 times in 2024; 27 committee meetings; all directors attended ≥75% of their meetings; average attendance 98%; all then-serving directors attended the 2024 Annual Meeting .
- Independence: Affirmatively determined independent by the Board under NYSE standards; 7 of 9 director nominees are independent .
- Advisory Councils: Wagner serves on the Digital Advisory Council and the Cybersecurity Advisory Council; non-employee directors currently receive no additional compensation for these roles .
Fixed Compensation
| Component | 2024 Amount/Detail | Notes |
|---|---|---|
| Board Retainer (cash) | $115,000 | Paid semiannually; eligible for deferral programs |
| Governance Committee Chair Retainer (cash) | $25,000 | Chair retainer established in 2024 program update |
| Fees Earned or Paid in Cash (total) | $140,000 | Sum of board retainer and chair retainer |
| Charitable/Educational Match | $10,000 | Company match of documented donations up to $10,000 |
| Stock Awards (RSUs) | $182,043 grant-date fair value | Annual grant to non-employee directors |
| RSU Quantity and Grant Date | 844 RSUs on May 1, 2024 | Time-based vesting, one-year anniversary |
| Total 2024 Director Compensation | $332,043 | Cash + equity + match |
Program context:
- 2024 director program targeted $185k RSU fair value; $115k board retainer; Chair retainers of $35k (Audit), $25k (Compensation), $25k (Governance); Lead Independent Director retainer $45k. Changes recommended by independent consultant WTW and approved by the Board effective at the 2024 Annual Meeting .
Performance Compensation
| Element | Structure | Performance Metrics | Vesting/Change-of-Control Terms |
|---|---|---|---|
| RSUs (directors) | Time-based RSUs; annual grant | None disclosed for directors (not performance-contingent) | Vest on one-year anniversary; fully vest upon death, disability, retirement after age 72, or termination of service within 24 months after a change of control; cancelled if not reelected or leaves before vesting unless otherwise determined |
- Non-employee director equity awards are not tied to operational/financial performance metrics (e.g., revenue growth, EBITDA, TSR) and serve as alignment instruments rather than incentive pay .
Other Directorships & Interlocks
| Policy/Item | Detail |
|---|---|
| Overboarding prevention | Prior notice required before accepting another U.S. public company directorship; ability to evaluate if a director serves on more than four other boards |
| Change in principal employment | Wagner accepted new role as Semrush CEO effective March 2025; volunteered to resign; Governance Committee determined he should remain on AVY’s board |
| Related person transactions oversight | Governance Committee reviews and approves related person transactions |
| Related person transactions (FY2024) | None requiring disclosure; all reviewed per policy |
Expertise & Qualifications
- Digital/technology and cybersecurity expertise; marketing leadership; supervisory experience in finance, M&A, and R&D as CEO .
- Matrix indicates substantive experience in digital/technology, packaging, materials science, industrial goods; and functional expertise in finance, marketing, M&A, cybersecurity, R&D .
- Not designated as an “audit committee financial expert”; committee designated Dickson and Siewert as financial experts .
Equity Ownership
| Item | Value |
|---|---|
| Beneficially owned common stock (as of Feb 24, 2025) | 1,481 shares; <1% of class |
| Rights exercisable/vesting within 60 days | None |
| Unvested RSUs held at YE 2024 | 844 RSUs (standard annual grant) |
| Stock ownership guideline (directors) | Minimum $500,000; ≥50% must be vested shares |
| Compliance status at YE 2024 | Not yet at minimum; measured ownership 2,325 units; has five years from Oct 2022 appointment to comply |
| Hedging/derivatives | Prohibited; short sales, options, derivatives, and hedging banned |
| Pledging/margin | Prohibited for directors/officers; none engaged in prohibited transactions in 2024 per written representations |
| Shares pledged as collateral | None pledged by any current director or executive officer |
Governance Assessment
- Independence and committee leadership: Wagner is independent and chairs the Governance Committee, signaling influence over board composition, independence determinations, related-party reviews, and governance policies; he also serves on the Audit Committee with enhanced independence standards and strong attendance metrics (Audit avg. 100%; Governance avg. 97%) .
- Engagement: High committee activity and participation in Digital and Cybersecurity Advisory Councils indicate active oversight of technology and cyber risk—areas material to AVY’s operations and risk profile .
- Ownership alignment: Equity is the majority of his 2024 director pay ($182,043 RSUs vs $140,000 cash), aligning interests; he is not yet at the $500,000 director ownership guideline but has five years from appointment to comply (grace period), and hedging/pledging are prohibited with no violations reported—overall alignment is positive but monitor progress to guideline .
- Conflicts and related-party exposure: Governance Committee annually reviews related-person transactions; none requiring disclosure in FY2024. Overboarding safeguards exist; Wagner’s new Semrush CEO role triggered a volunteer resignation offer, with the Board deciding to retain him—policy adherence mitigates time-commitment risk .
- RED FLAGS: None disclosed for related-party transactions, hedging/pledging, or attendance. Monitoring item: ownership guideline shortfall within permitted compliance window and incremental time demands as a public-company CEO plus board service (BlackLine role ends May 2025), but current policies and independence determinations mitigate concerns .