James East
FULLER H BAbout James East
Executive Vice President, Hygiene, Health & Consumable Adhesives (HH&CA) at H.B. Fuller; promoted from Senior Vice President to EVP effective December 4, 2022 . Under his leadership, HH&CA in fiscal 2023 delivered $1,601 million revenue (-6% YoY) and $276 million Adjusted EBITDA (+23% YoY), amid broad destocking and macro headwinds . For fiscal 2023, his short-term incentive paid at 87% of target on a mix of company EPS and HH&CA segment metrics, indicating mixed but constructive execution against plan . Company TSR over the period remained resilient: $147.95 value of a $100 initial investment at FY23 and $149.59 at FY24, providing context for long-term value creation during/after his tenure as NEO .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| H.B. Fuller | EVP, Hygiene, Health & Consumable Adhesives | Dec 4, 2022 – FY 2023 | Led HH&CA; FY23 segment revenue $1,601m (-6% YoY) and Adjusted EBITDA $276m (+23% YoY) as pricing/actions offset demand headwinds . |
| H.B. Fuller | SVP, Hygiene, Health & Consumable Adhesives | Through Dec 3, 2022 | Managed HH&CA prior to promotion; subsequent STIP design tied to company EPS and segment revenue/EBITDA, emphasizing operational execution . |
External Roles
No public company board roles disclosed in the Company’s proxy statements reviewed (East appears only in executive compensation and NQDC sections as an NEO) .
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual bonus paid ($) | Payout vs target (%) |
|---|---|---|---|---|
| FY 2023 | 500,000 | 70% | 304,033 | 87.0% |
Performance Compensation
FY 2023 STIP metrics and outcomes (East – HH&CA leader)
| Metric | Weight | Threshold | Target | Superior | Actual | % of Target | Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted EPS (Company) | 25% | 3.49 | 4.36 | 5.22 | 3.87 | 89.0 | 72.4 |
| HH&CA Adjusted Net Revenue ($m) | 35% | 1,498.856 | 1,665.395 | 1,831.935 | 1,505.774 | 90.4 | 52.1 |
| HH&CA Adjusted EBITDA ($m) | 35% | 194.872 | 243.590 | 292.308 | 260.392 | 106.9 | 134.5 |
Notes:
- Company moved to a four-metric STIP in FY24 (EPS, Adjusted Net Revenue, Adjusted EBITDA, Adjusted EBITDA Margin; 25% each) but East was no longer listed as an NEO in the FY24 CD&A; this context informs program design evolution .
Long-term incentives (design and performance)
- Mix/vesting: 50% NQSOs (vest 33%/33%/34%, 10-year term), 25% RSUs (33%/33%/34%), 25% PSUs (3-year cliff, ROIC-based, 0–200% payout) .
- 2021–2023 PSU performance: ROIC actual 9.0% vs 8.2% target, vested at 120% of target (applies company-wide, including East’s 2021 grant) .
Representative 2023 equity grants (East)
| Grant date | Award | Amount/terms |
|---|---|---|
| 1/24/2023 | PSUs (target) | 2,174 units; 3-year cliff; ROIC-based; 0–200% payout . |
| 1/24/2023 | RSUs | 2,175 units; vest 33/33/34% annually . |
| 1/24/2023 | NQSOs | 13,184 options @ $68.17; expire 1/24/2033; vest 33/33/34% . |
Equity Ownership & Alignment
- Beneficial ownership (as of Jan 29, 2024): 41,008 shares; includes 31,597 options exercisable within 60 days; Company notes director/officer shares not subject to pledge .
- Outstanding awards at FY23 year-end (12/2/2023):
- Options: 13,184 (1/24/2023, $68.17, exp. 1/24/2033); 7,797 unexercisable (1/24/2022, $72.94, exp. 1/24/2032); plus prior grants (2021, 2020) .
- Unvested RSUs: 2,201 (1/24/2023; $169,235 mkt value); 1,157 (1/24/2022; $88,962); 272 (1/27/2021; $20,914) .
- Unearned PSUs (assume superior for 2022/2023 tables): 4,400 (1/24/2023; $338,316); 3,452 (1/24/2022; $265,424); 958 (1/27/2021; $73,661) .
- Ownership guidelines: executives must hold 2× salary (CEO 5×, CFO 3×); hedging and pledging prohibited .
- 2023 option exercises/vesting: no option exercises; 1,289 shares vested from stock awards ($87,916 value) .
Deferred compensation and savings alignment (FY 2023)
| Plan | Executive contribution ($) | Company match/contrib ($) | Aggregate balance at FYE ($) |
|---|---|---|---|
| KEDCP (deferred comp) | 141,003 | 4,230 (10% match on stock deferrals) | 657,083 |
| DC Restoration Plan | – | 78,865 (1% + 4% match + 7% credits over IRS limits) | 308,766 |
| “All Other Compensation” detail (FY23) | – | – | 118,992 total; includes $16,396 401(k) match, $78,865 DC Restoration, $6,676 dividends on unvested awards, $17,055 perqs (insurance, financial counseling, health exam) |
Employment Terms
- Severance (involuntary not-for-cause / good reason): 1× base salary + target bonus (CEO 2×), 12 months medical/dental (CEO 18 months), up to $20,000 outplacement; two-year non-compete and non-solicit required .
- Change-in-control (double trigger): 3× (highest base salary + target bonus), pro‑rata target STIP, up to $25,000 outplacement, and 3 years medical/dental; equity vests at target upon termination in CIC period; for grants since mid‑FY18, acceleration requires both CIC and qualifying termination .
- Tax gross-ups: For agreements entered post mid‑FY18 (including Mr. East), Company uses “best‑of‑net” (no excise tax gross‑up; reduce benefits to avoid tax or pay and bear tax, whichever is better after-tax) .
- Clawback policy: recoup incentive comp upon restatement or intentional misconduct within lookback periods .
- Trading/hedging: pre‑clearance required; hedging and pledging prohibited for officers/directors .
Performance & Track Record
| Scope | Metric | Result/notes |
|---|---|---|
| HH&CA segment (FY 2023) | Revenue; Adjusted EBITDA | $1,601m (-6% YoY) revenue; $276m Adjusted EBITDA (+23% YoY), evidencing margin-led performance despite demand softness . |
| STIP (FY 2023) | Payout vs target | 87% for East; segment EBITDA exceeded target, while revenue trailed; company EPS below target . |
| Company performance | Net revenue; Adj. EBITDA; TSR | FY23: $3.51b; $581m; TSR $147.95; FY24: $3.57b; $594m; TSR $149.59 . |
| Governance signals | Say-on-Pay | 94% approval in 2023; 97% in 2024 . |
| Compliance | Section 16(a) | One delinquent Form 4 filing for James J. East (administrative oversight) in FY2023 . |
Compensation Structure Analysis
- Strong at-risk mix: significant equity via options/RSUs/PSUs and STIP tied to EPS and segment revenue/EBITDA favors operational execution and capital efficiency (ROIC PSUs) .
- Metric calibration and discretion: FY23 STIP balanced across revenue and profitability; payouts reflect below-target revenue but above-target segment EBITDA, indicating discipline on margin amid demand headwinds .
- Vesting and selling pressure: 3-year PSU cliffs (e.g., 1/24/2023 grants cliff-vest 1/24/2026) can concentrate liquidity events; options/RSUs vest 33/33/34% annually, creating recurring windows for potential Form 4 activity .
- Shareholder-friendly features: double-trigger CIC equity vesting; elimination of CIC tax gross-ups for newer agreements; hedging/pledging prohibitions; expansive clawback policy .
Equity Ownership & Pledging
- Beneficial ownership meaningful and unpledged; additional alignment via KEDCP deferrals into Company stock (with 10% Company match on stock deferrals) .
- Executive stock ownership guideline: 2× base salary for non-CEO/CFO executives .
Employment Status Context
James East was a Named Executive Officer in FY2023 (EVP, HH&CA), but is not listed among NEOs for FY2024 in the Company’s 2025 proxy, indicating he was not an NEO for that period .
Investment Implications
- Pay-for-performance and alignment: East’s compensation was materially at-risk with measurable ties to profitability (EPS/EBITDA) and ROIC, fostering capital discipline and margin focus—supportive of shareholder alignment .
- Liquidity/insider-flow watchpoints: Annual RSU/option vesting and PSU cliffs (three-year cadence) create predictable windows for potential insider transactions; monitor Form 4s around January grant anniversaries (e.g., 1/24) .
- Risk indicators: No pledging permitted; robust clawback; one administrative delinquent filing is a minor governance blemish but not indicative of systemic issues .
- Change-in-control economics: Double-trigger, 3× cash multiple, and best-of-net excise tax approach are more shareholder-friendly than legacy gross-up structures; equity treatment at target upon CIC termination reduces variability for holders .