Gregory Ogunsanya

About Gregory Ogunsanya

Gregory O. Ogunsanya is H.B. Fuller’s Senior Vice President, General Counsel and Corporate Secretary; he has held this role since October 2023 and is 50 years old . Company performance during his tenure includes FY 2023 net revenue of $3.51 billion (down 6.4% YoY) and Adjusted EBITDA of $581 million (up 10% YoY), indicating margin resilience despite a soft revenue environment . Shareholder alignment indicators improved, with Say‑on‑Pay approval rising to 97% in 2024 from 94% in 2023, reinforcing investor support for the compensation program design . As Corporate Secretary, he is the signatory for key current reports (e.g., 8‑K Item 5.02) and author of the company’s proxy notices, underscoring his governance role .

Past Roles

External Roles

• None disclosed in H.B. Fuller’s FY 2024 Form 10‑K executive officer biographies or recent proxy statements .

Fixed Compensation

• Gregory Ogunsanya is not listed among H.B. Fuller’s named executive officers (NEOs) in FY 2023 or FY 2024 proxies; specific base salary, target bonus, and actual bonus amounts for him are not disclosed .

Performance Compensation

• Short‑Term Incentive Plan (STIP) metrics and weighting (company‑wide design applicable to executive officers):
  • Starting with FY 2024 awards, STIP includes four metrics: Adjusted EBITDA, Adjusted EPS, Adjusted Net Revenue, and Adjusted EBITDA Margin; each weighted 25% for corporate executives to align with portfolio management and margin discipline .
• Long‑Term Incentive (LTIP) structure for NEOs (program design applies across executive leadership):
  • Mix: 50% Non‑Qualified Stock Options (NQSOs), 25% Restricted Stock Units (RSUs), 25% Performance Stock Units (PSUs) .
  • Vesting: NQSOs and RSUs vest 33%/33%/34% over three years; PSUs cliff‑vest after three years, tied to a three‑year ROIC target (0–200% payout) .
  • Recent PSU outcome: Three‑year ROIC target established in FY 2022 at 9.2%; actual 9.6%, paying 110% of target (for awards linked to that cycle) .

STIP Metrics & Weighting (FY 2024 onward)

LTIP Composition & Vesting

Equity Ownership & Alignment

• Executive stock ownership guidelines: CEO 5× base salary; CFO 3×; other executive officers 2×; five years to comply, then a 100% after‑tax retention requirement on profit shares until compliant .
• Hedging and pledging: Prohibited for directors and executive officers under company policy .
• Pledging status: Beneficially owned shares of directors and executive officers, unless noted, are not subject to any pledge .
• Trading controls: Corporate insiders (directors and Section 16 officers) must trade only within defined windows and obtain advance pre‑clearance from the General Counsel; additional restrictions and pre‑clearance procedures apply to covered insiders and related parties .

Executive Ownership Guidelines

Employment Terms

• Severance agreements (NEO program design): One‑times base salary plus target bonus (CEO: two‑times), paid over 12 months (CEO: 24 months); 12 months of medical/dental continuation (CEO: 18 months); up to $20,000 in outplacement; two‑year non‑compete and non‑solicit obligations where permitted .
• Change‑in‑control (CIC) agreements (NEO program design): Double‑trigger required; lump‑sum of 3× highest base salary plus target annual incentive; pro‑rated target STIP; up to $25,000 outplacement . Tax gross‑up provisions were removed for agreements entered mid‑FY 2018 and later; older agreements included modified gross‑up terms in limited cases .
• Note: These severance and CIC terms are expressly disclosed for NEOs; the company does not disclose Gregory Ogunsanya’s specific severance/CIC agreement in the proxies .

NEO Severance and CIC Economics (Program Design)

Performance & Track Record

• Governance execution: As Corporate Secretary, Ogunsanya authored proxy notices and signed material 8‑K items regarding executive changes, reflecting oversight of disclosures and board processes .
• Company performance context: FY 2023 showed Adjusted EBITDA growth and record margin despite revenue decline, aligning with the strengthened focus on margin and ROIC in incentive designs .

Say‑on‑Pay & Shareholder Feedback

Compensation Structure Analysis

• Shift toward margin and capital efficiency: Addition of Adjusted EBITDA Margin to STIP metrics (equal weighting), reinforcing profitability discipline ahead of growth .
• Strong equity governance: Double‑trigger CIC vesting; prohibition on option repricing in the incentive plan; clawback policy applies to awards under plan and executive incentive pay .
• Tax policy improvements: Removal of excise tax gross‑up provisions in CIC agreements for executives with agreements entered from mid‑FY 2018 onward (best‑of‑net approach) .

Risk Indicators & Red Flags

• Positive governance signals:
  • Prohibition on hedging/pledging by directors and executive officers .
  • Double‑trigger CIC; no option repricing; clawback coverage across awards and executive incentives .
  • Beneficially owned shares of directors and executive officers not subject to pledging (unless noted) .
• Insider trading controls: Strict trading windows and mandatory pre‑clearance by the General Counsel for corporate insiders .

Investment Implications

• Alignment and retention: The company’s ownership requirements, anti‑hedging/pledging rules, margin‑weighted STIP, ROIC‑based PSUs, and robust CIC/severance architecture collectively support alignment and retention across the executive team; Ogunsanya’s specific cash/equity targets are not disclosed as he is not an NEO .
• Trading signals: No evidence of pledging, strict insider trading controls, and enhanced clawback and no‑repricing provisions reduce governance risk; high Say‑on‑Pay approval suggests shareholder confidence in compensation design .
• Execution risk: While company‑level margins and ROIC metrics are embedded in incentives, limited disclosure of Ogunsanya’s individual pay mix/outcomes constrains direct pay‑for‑performance assessment for him; however, his governance role and disclosure stewardship are evident via proxy authorship and 8‑K signatures, supporting transparency and compliance .