Celeste Mastin
FULLER H BAbout Celeste Mastin
Celeste B. Mastin is President and CEO of H.B. Fuller, serving as EVP & COO starting March 7, 2022 and becoming CEO and a director effective December 4, 2022; she brings ~30 years of manufacturing and distribution leadership with prior CEO roles at PetroChoice (2018–2022) and senior roles at Distribution International, MMI Products, Ferro Corporation, and Bostik Adhesives . She is 56 and is not independent on the H.B. Fuller Board; the Board maintains an independent Chair (Teresa Rasmussen) and has separated the Chair/CEO roles since 2007, mitigating dual‑role concerns . FY2024 performance included net revenue of $3.57B, Adjusted EBITDA of $594M, and a record Adjusted EBITDA margin of 16.6%; CEO short‑term incentive paid out at ~79% of target, and the 2022–2024 PSU ROIC cycle vested at 110% of target; H.B. Fuller’s TSR value of a fixed $100 investment was $149.59 in 2024 . Celeste also serves on the board of Granite Construction, Inc. (public company) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PetroChoice Lubrication Solutions | Chief Executive Officer | 2018–2022 | Led U.S. petroleum lubricants distributor; commercial leadership and growth execution |
| Distribution International, Inc. | Chief Executive Officer | Not disclosed | Drove innovation, service improvement, and expansion in mechanical/acoustical insulation distribution |
| MMI Products (Oldcastle division) | Chief Executive Officer | Not disclosed | Led fencing and concrete reinforcing products; manufacturing and operations leadership |
| Ferro Corporation | Executive leadership roles | Not disclosed | Global manufacturing leadership; commercial execution |
| Bostik Adhesives (Arkema) | Executive leadership roles | Not disclosed | Adhesives industry expertise; growth and performance execution |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Granite Construction, Inc. | Director | Not disclosed | Public company board service |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $438,750 | $950,000 | $1,000,000 |
| Target Bonus (% of Salary) | Not disclosed | 120% | 125% |
| Actual STIP/Bonus Paid ($) | $364,920 | $570,018 | $973,868 |
Notes:
- FY2024 CEO merit increase was 5.26%; STIP and LTIP targets increased to align with market median .
Performance Compensation
Short-Term Incentive Plan (STIP) – FY2024 structure and outcomes (CEO metrics are company-wide)
| Metric | Weighting (%) | Threshold | Target | Superior | Actual | % of Target | Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | 25 | $3.49 | $4.36 | $5.23 | $3.79 | 87.0% | 67.5% |
| Adjusted Net Revenue ($mm) | 25 | $3,299.5 | $3,666.1 | $4,032.7 | $3,534.6 | 96.4% | 82.1% |
| Adjusted EBITDA ($mm) | 25 | $500.0 | $625.0 | $750.0 | $581.2 | 93.0% | 82.5% |
| Adjusted EBITDA Margin (%) | 25 | 15.3% | 17.0% | 18.8% | 16.4% | 96.4% | 82.2% |
| CEO STIP Target & Payout | – | – | $1,239,413 | – | $973,868 | 78.6% | 78.6% |
Key design features:
- Four equally-weighted financial metrics for executives: Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA, Adjusted EBITDA Margin; payout range 0–200% of target; downward discretion applied to exclude insurance proceeds (~2% reduction) .
Long-Term Incentive Plan (LTIP) – FY2024 grants and design
| Instrument | Units/Value | Vesting | Performance Metric | Key Terms |
|---|---|---|---|---|
| NQSOs | 103,238 options at $77.72 strike | 33%/33%/34% over 3 years; 10-year term | Stock price appreciation | Immediate vest on retirement; double-trigger for CIC vesting; no repricing |
| RSUs | 17,257 units | 33%/33%/34% over 3 years | Service-based | Dividends accrue and pay in shares at vest; double-trigger for CIC |
| PSUs (Target/Max) | 17,256 / 34,512 units | Cliff at 3 years | 3-year ROIC; 0–200% payout | Death/disability vest at target; ROIC payout curve threshold/target/superior |
Recent PSU performance:
- 2022–2024 ROIC target 9.2%; actual 9.6% → payout 110% of target .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Beneficial Ownership (shares) | 110,685 |
| % of Shares Outstanding | <1% (asterisk indicates less than 1%) |
| Options Exercisable within 60 Days | 98,697 shares purchasable |
| Unvested RSUs (by grant date) | 1,307 (4/7/2022) [market value $100,495] ; 8,173 (1/24/2023) [market value $628,422] ; 17,452 (1/26/2024) [market value $1,341,884] |
| Unearned PSUs (by grant date) | 4,226 (4/7/2022) [payout value $295,411] ; 24,390 (1/24/2023) [payout value $937,674] ; 34,902 (1/26/2024) [payout value $1,341,807] |
| Hedging/Pledging | Prohibited for directors and executive officers |
| Ownership Guidelines (CEO) | 5x base salary; 5-year compliance window |
| Director Fees for CEO | CEO does not receive separate director compensation |
Insider selling pressure indicators:
- No pledging permitted; blackout periods and pre-clearance required; no option exercises by CEO in FY2024 (0 exercised; 5,235 shares vested from stock awards) .
Employment Terms
| Provision | Terms |
|---|---|
| Employment start dates | EVP & COO effective March 7, 2022; CEO and director effective December 4, 2022 |
| Severance (without cause / good reason) | CEO: 2x base salary + target bonus paid over 24 months; 18 months medical/dental; up to $20,000 outplacement; 2-year non-compete/non-solicit (where permitted) |
| Change-in-Control (CIC) | Double-trigger; lump-sum 3x (highest base salary + target bonus); prorated STIP to termination; 3 years medical/dental; up to $25,000 outplacement |
| CIC tax treatment | No excise tax gross-up for agreements entered mid‑FY2018 and later (applies to CEO); best‑of‑net provision |
| Equity vesting on CIC/death/disability | RSUs and options vest; PSUs vest at target; double-trigger for CIC acceleration |
| Estimated payouts (as of 11/30/2024) | Involuntary (no cause/good reason): $4,557,542; CIC termination: $12,220,004; Death/Disability: $5,369,920 |
Board Governance
- Board Service: Director since 2022; standing for re-election (Class II) to serve until 2028 if elected .
- Independence and leadership: CEO is not independent; Board is 87.5% independent with an independent Chair (Teresa Rasmussen) since January 2025; roles of Chair and CEO have been separated since 2007, with Presiding Director structure supporting independent oversight .
- Committees: CEO is not listed on Board committees; Audit, Compensation, and Corporate Governance & Nominating committees are fully independent and chaired by independent directors .
- Attendance: Board held six meetings in FY2024; all directors attended >75% of Board/committee meetings; all attended the 2024 Annual Meeting .
Director Compensation (context for dual-role)
- Non-employee director cash retainers and phantom stock unit grants are detailed separately; the CEO receives no separate compensation for Board service .
- Director stock ownership guideline is 5x annual Board retainer within five years; all are on track or have met the goal as of June 30, 2024 .
Compensation Peer Group and Shareholder Feedback
- Peer group used to inform FY2024 compensation target levels includes Albemarle, Aptar, Ashland, Avery Dennison, Avient, Axalta, Cabot, Celanese, Chemours, Donaldson, FMC, Graco, Hexcel, IFF, Nordson, Olin, RPM, Sensient, and Trinseo; targets generally aligned to market median/50th percentile .
- Independent compensation consultant: Willis Towers Watson (WTW); FY2024 fees for executive/board support $194,629 .
- Say-on-Pay approval: 97% in 2024 vs 94% in 2023; program emphasizes pay-for-performance .
Performance & Track Record
| Metric | FY2023 | FY2024 |
|---|---|---|
| Net Income ($mm) | $145 | $130 |
| Adjusted EBITDA ($mm) | $556 | $581 |
| TSR – Value of $100 | $147.95 | $149.59 |
| Dividend policy | 55th consecutive year of dividend increases; +8.5% in 2024 |
Highlights:
- Executed acquisitions and divested flooring business; streamlined cost structure; record Adjusted EBITDA margin 16.6% in 2024 despite late-year volume deceleration and margin pressure .
- STIP metrics added Adjusted EBITDA Margin in 2024 to align with portfolio management approach; PSU cycle paid above target on 3-year ROIC .
Performance Compensation – Detailed FY2024 Metric Table (CEO)
| Metric | Weight | Target Definition | Actual vs Target | Payout mechanics |
|---|---|---|---|---|
| Adjusted EPS | 25% | $4.36 | $3.79 (87.0%) | 67.5% metric payout |
| Adjusted Net Revenue | 25% | $3,666.1mm | $3,534.6mm (96.4%) | 82.1% metric payout |
| Adjusted EBITDA | 25% | $625.0mm | $581.2mm (93.0%) | 82.5% metric payout |
| Adjusted EBITDA Margin | 25% | 17.0% | 16.4% (96.4%) | 82.2% metric payout |
| CEO STIP result | – | Target $1,239,413 | Paid $973,868; 78.6% | Downward discretion to exclude insurance proceeds (~2%) |
Risk Indicators & Red Flags
- Hedging and pledging prohibited; insider trading policy requires pre-clearance for directors/Section 16 officers and implements blackout periods .
- Clawback policy for restatements and intentional misconduct (3-year lookback) .
- Option repricing prohibited; CIC equity acceleration requires double-trigger .
- Tax gross-ups removed for CIC agreements entered mid‑FY2018 onward (applies to CEO) .
- Related party transactions reviewed; Board determined no material interest; CEO not independent due to management role, but independent Chair mitigates governance risk .
Investment Implications
- Alignment: High at-risk pay with balanced STIP metrics and 3-year ROIC PSUs; CEO ownership guidelines at 5x salary and anti-hedging/pledging rules reduce misalignment risk .
- Retention: Robust severance (2x salary+bonus) and CIC protections (3x) with double-trigger equity create strong retention in strategic events; no excise gross-up improves shareholder friendliness .
- Selling pressure: No pledging and no FY2024 option exercises by CEO; options exercisable within 60 days total 98,697 shares, but governance controls and pre-clearance reduce opportunistic sales risk .
- Pay-for-performance: FY2024 STIP paid below target (78.6%), and PSUs paid at 110% for 2022–2024 ROIC, consistent with mixed operating conditions but solid multi-year value creation; Say-on-Pay support remains strong at 97% .
- Governance: Independent Chair and fully independent committees with strong oversight reduce dual-role concerns from CEO’s director position .