Heather Campe
FULLER H BAbout Heather Campe
Senior Vice President, International Growth at H.B. Fuller (NEO in FY 2022), with compensation tied to Company and segment performance metrics under the STIP and ROIC-based PSUs under the LTIP . In FY 2022 the company delivered net revenue of $3.75B, Adjusted EBITDA of $530M, and company TSR of $152.83 (value of $100 invested), which informed incentive outcomes (EPS, revenue, EBITDA targets) including her 2022 STIP payout at 87% of base salary . H.B. Fuller’s program prohibits hedging/pledging, uses double-trigger CIC equity vesting, and maintains a clawback policy, supporting alignment and risk mitigation for executives like Campe .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| H.B. Fuller Company | SVP, International Growth (Named Executive Officer) | FY 2022 | International Growth segment metrics (Net Revenue, EBITDA) incorporated into her STIP; targets/results treated as confidential while achieved ≥118% of target in FY 2022 |
External Roles
- Not disclosed in the proxy materials reviewed .
Fixed Compensation
| Metric | FY 2020 | FY 2021 | FY 2022 |
|---|---|---|---|
| Base Salary ($) | $419,968 | $533,270 | $419,968 |
| Base Salary set (comparison table) | — | — | Base increased from $447,480 (12/1/2021) to $460,000 (2/1/2022) (+2.80%) |
| Target Bonus % of Base | — | — | 52% of base salary |
Notes:
- H.B. Fuller reviews merit and market competitiveness annually; Campe’s FY 2022 bonus target set at 52% of base .
- Salary increase data from FY 2022 base salary change table; annual summary compensation table shows realized salary; the base change table shows % movement in pay bands .
Performance Compensation
Annual (STIP) – FY 2022
| Metric | Weighting | Threshold | Target | Superior | Actual | % of Target | Payout Commentary |
|---|---|---|---|---|---|---|---|
| Adjusted EPS ($) | 30% | $4.13 (50% payout threshold) | Company target $4.13 | $4.54 (200% payout) | $4.00 | 96.9% | Contributed to overall payout |
| International Growth Adjusted Net Revenue | 35% | Confidential | Confidential | Confidential | 118.1% of target | 118.1% | Metrics treated as confidential; exceeded target |
| International Growth EBITDA | 35% | Confidential | Confidential | Confidential | 121.8% of target | 121.8% | Metrics treated as confidential; exceeded target |
| STIP Target ($) | — | — | $238,094 | — | Actual Payout $399,117 | — | Paid 87% of base salary (399,117 / base), reflecting segment overachievement |
STIP design: 0–200% payout range; thresholds at 80–90% of targets; Committee discretion to adjust (e.g., excludes certain insurance proceeds, but this FY 2022 note applies broadly; no specific adjustment cited for Campe) .
Long-Term (LTIP) – FY 2022 Awards
| Award Type | Grant Date | Units/Options | Vesting | Key Terms |
|---|---|---|---|---|
| PSUs | 1/24/2022 | Threshold 844; Target 1,687; Max 3,374 | Cliff vest after 3 years based on 3-year ROIC | 0–200% payout scale; dividends accrue, paid in shares at vest; target payout upon death/disability |
| RSUs | 1/24/2022 | 1,688 units | Vest 33%, 33%, 34% annually from grant date | Dividends accrue and pay in shares at vest |
| NQSOs | 1/24/2022 | 11,636 options at $72.94 strike | Vest 33%, 33%, 34%; 10-year term | Become immediately exercisable upon retirement (55 years/10 years service), death, or disability |
LTIP performance framework: Company shifted PSUs to 3-year ROIC (from annual ROIC pre-2021); example outcome of 2020 PSU year-3 ROIC was 62.5% of target (Actual ROIC 9.3% vs 10.8% target) demonstrating payout sensitivity to ROIC .
Multi-Year Compensation (Reported)
| Component ($) | FY 2020 | FY 2021 | FY 2022 |
|---|---|---|---|
| Salary | $419,968 | $521,271 | $419,968 |
| Bonus | — | — | — |
| Stock Awards | $297,502 | $341,517 | $297,502 |
| Option Awards | $243,844 | $334,315 | $243,844 |
| Non-Equity Incentive (STIP) | $399,117 | $507,600 | $399,117 |
| Change in Pension/Deferred Earnings | $5,799 | $3,542 | $5,799 |
| All Other Compensation | $142,210 | $91,740 | $142,210 |
| Total | $1,508,440 | $1,844,384 | $1,508,440 |
All Other Compensation detail (FY 2022): Defined contrib match/restoration, dividends on unvested RSUs/PSUs, perquisites (insurance, financial counseling, health exam, charitable matching/donations) .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 102,823 | As of January 28, 2023; shares beneficially owned not subject to any pledge |
| Options Exercisable (within 60 days) | 91,807 | Current exercisable options included in beneficial ownership |
| Ownership as % of Shares Outstanding | <1% (asterisk designation) | Company denotes <1% with asterisk for directors/NEOs |
| Hedging/Pledging | Prohibited for officers/directors | Insider trading policy bans hedging and pledging |
| Ownership Guideline | 2× base salary for non-CEO/CFO NEOs; 5× CEO, 3× CFO | Must strive to meet within 5 years; retain 100% of after-tax profit shares until compliant if below |
| Dividend Treatment | RSU/PSU dividends accrue; paid in shares at vest | Aligns long-term shareholder value |
Section 16 note: The Company disclosed one delinquent Section 16(a) filing for Campe in FY 2022 due to administrative oversight .
Employment Terms
- Severance: If involuntary not-for-cause or for good reason (outside CIC protected period): severance equal to 1× base salary + 1× target annual bonus, paid over 12 months; continued medical/dental for 12 months; up to $20,000 in outplacement; 2-year non-compete/non-solicit required where permitted by law .
- Change-in-Control (double trigger): If terminated or good reason during 24-month protected period post-CIC: lump-sum 3× (highest base salary in lookback period + target annual incentive); up to $25,000 outplacement; medical/dental benefits for 3 years; equity accelerates (RSUs/options) and PSUs vest at target upon qualifying termination; double-trigger required for equity acceleration beginning mid-FY2018 awards .
- Tax gross-up: For pre-mid-2018 CIC agreements (including Campe), modified tax gross-up may apply depending on parachute value thresholds; post-mid-2018 executives use “best-of-net” (no gross-up) .
Program Design, Peer Group, and Governance Context
- Compensation metrics: STIP emphasizes Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA (company/segment) with 0–200% payout; in FY 2023, Adjusted EBITDA Margin was added for executives/segments; for International Growth, segment metrics used (confidential targets) .
- LTIP mix: 50% NQSOs; 25% RSUs; 25% PSUs (3-year ROIC) for NEOs, fostering long-term orientation and retention .
- Clawbacks: 3-year recoupment window for restatements; discretionary recoupment for intentional misconduct .
- Say-on-Pay support: 94% in FY 2023; 97% in FY 2024 .
- Compensation peer group used for design/benchmarking includes Albemarle, Avery Dennison, Celanese, IFF, RPM, Graco, Nordson, Axalta, Cabot, Chemours, FMC, Donaldson, among others, with revenue range alignment .
Investment Implications
- Alignment and retention: Campe’s LTIP structure (options, RSUs, ROIC PSUs) and 2× salary ownership guideline, combined with hedging/pledging prohibitions and clawback policy, support shareholder alignment and mitigate downside risk signals .
- Potential near-term selling pressure: Annual RSU tranches (33/33/34) and option vesting schedules can create periodic liquidity events; however, retention requirements if below ownership guideline and prohibited hedging/pledging reduce misalignment risks .
- CIC economics: Pre-2018 CIC agreement with modified tax gross-up is a governance yellow flag versus best-of-net contemporary practice; the double-trigger requirement and robust clawback partially offset stakeholder concerns .
- Execution track record: FY 2022 segment outperformance (IG Net Revenue 118.1%, IG EBITDA 121.8% of target) drove above-target STIP outcome, suggesting effective operational delivery within her remit during that period .
- Administrative oversight risk: Single delinquent Section 16(a) filing appears immaterial; continued compliance expected given company emphasis on governance controls .
Data reflects H.B. Fuller DEF 14A proxies (2023–2025) and program-level disclosures; items not disclosed were omitted per instruction.