Form 4: Avery Dennison CFO Lovins Reports Equity Transactions

A Form 4 filing details Avery Dennison SVP and CFO Gregory Lovins' recent acquisitions and dispositions of common stock and derivative securities, including vesting of various equity awards.

Summary

• Gregory Lovins, SVP and CFO of Avery Dennison Corp, reported multiple transactions involving the company's common stock and derivative securities on March 1, 2026.
• Transactions included the acquisition of 15,533 shares of common stock through the exercise or vesting of various awards and the disposition of 5,983 shares, primarily for tax withholding purposes, at a price of $194.78 per share.
• Lovins' direct beneficial ownership of common stock after these transactions is 81,685 shares, with an additional 2,243.4669 shares held indirectly in a Savings Plan.
• New equity awards granted include 4,329 Restricted Stock Units (RSUs) vesting 25% annually over four years, and 6,259 Performance Units (PUs) vesting at the end of fiscal year 2028 based on performance objectives.
• Several previously granted awards vested, including 2022, 2023, 2024, and 2025 Market Stock Units (MSUs) at target percentages ranging from 92% to 96% based on Total Stockholder Return (TSR).
• The 2023 Performance Units vested at 56% of target, influenced by 0% of target for cumulative economic value added and 112% of target for relative total stockholder return.
• A 2023 RSU award of 8,230 shares cliff-vested on its third anniversary.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine disclosure of executive compensation activities, with the vesting of performance-based awards indicating the achievement of most, though not all, specified targets, which is generally positive for executive retention and alignment with shareholder interests.

Positives

• Significant vesting of various equity awards (MSUs, PUs, RSUs) indicates successful achievement of performance targets and tenure requirements.
• MSU awards from 2022, 2023, 2024, and 2025 vested at high percentages (92%, 96%, 92%, 94% of target, respectively), suggesting strong absolute total stockholder return performance during their respective performance periods.
• The relative total stockholder return component of the 2023 PU award achieved 112% of target, indicating strong performance relative to peers.
• The acquisition of new RSU and PU awards (4,329 RSUs and 6,259 PUs) demonstrates ongoing long-term incentive compensation for the SVP and CFO.

Negatives

• The cumulative economic value added component of the 2023 PU award achieved 0% of target, indicating a failure to meet this specific internal performance metric.
• A portion of the acquired shares (5,983 shares) were disposed of to cover tax obligations, which is a common practice but reduces the immediate net increase in direct ownership.

Future Outlook

The filing outlines future vesting schedules for newly granted Restricted Stock Units (RSUs) and Performance Units (PUs), with RSUs vesting annually over four years starting March 1, 2027, and PUs vesting at the end of fiscal year 2028 contingent on performance objectives determined in February 2029.

Industry Context

StockSavvy.ai notes that the routine nature of these equity transactions, involving both new grants and the vesting of prior awards, aligns with typical executive compensation practices in the U.S. public company landscape. The performance-based vesting percentages for MSUs and PUs reflect Avery Dennison's specific performance against internal and market-based metrics, which can vary across the materials and manufacturing sector.

Related Party Transactions

• The reported transactions represent compensation-related dealings between the company (Avery Dennison Corp) and a key executive (Gregory Lovins, SVP and CFO), which are inherently related-party transactions.

Stakeholder Impact

• Shareholders: The vesting of performance-based awards aligns executive incentives with shareholder returns, potentially indicating past company performance. The grant of new awards ties future executive performance to shareholder value.
• Employees: These transactions are specific to a senior executive and do not directly impact the broader employee base, though they reflect the company's executive compensation philosophy.

Next Steps

• The 2026 RSU Award will vest 25% annually on the first, second, third, and fourth anniversaries of the March 1, 2026 grant date.
• The 2026 PU Award will vest at the end of fiscal year 2028, with performance objectives to be determined by the Compensation Committee in February 2029.

Key Dates

Recommendation

This Form 4 filing details routine executive compensation events, including the vesting of performance-based awards and the grant of new equity incentives. While the vesting percentages indicate generally strong past performance against targets, particularly for TSR, the filing does not provide new fundamental information about the company's operational or financial outlook that would warrant a change in investment recommendation. Investors should consider this as a standard disclosure reflecting ongoing executive alignment and compensation structure.

Keywords

Avery Dennison, AVY, Gregory Lovins, SVP and CFO, SEC Form 4, Insider Trading, Equity Awards, Restricted Stock Units, RSU, Performance Units, PU, Market Stock Units, MSU, Stock Vesting, Executive Compensation, Share Ownership, Total Stockholder Return, Economic Value Added