John Corkrean
FULLER H BAbout John Corkrean
Executive Vice President and Chief Financial Officer of H.B. Fuller since May 2016. Prior to H.B. Fuller, he held senior finance roles at Ecolab (SVP Finance – Global Energy Services; Corporate Controller; Treasurer; Distributor Sales; Controller – Professional Products; Director, Corporate Finance), and earlier roles at Kellogg (Manager, Corporate Treasury) and Amoco (various finance positions). He serves on the boards of Clearwater Paper Corporation and the Science Museum of Minnesota; education includes a BBA from the University of Iowa and an MBA from Northwestern’s Kellogg School of Management . Under his financial leadership, FUL delivered FY2024 net revenue $3.57B, adjusted EBITDA $594M, adjusted EPS $3.84, and a record adjusted EBITDA margin of 16.6%, despite late-year volume deceleration and margin pressure; cumulative TSR measured in the proxy’s “Pay vs. Performance” table was 149.59 as of FY2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| H.B. Fuller | EVP & CFO | 2016–present | Led finance and capital allocation supporting portfolio reshaping and record adj. EBITDA margin . |
| Ecolab Inc. | SVP Finance – Global Energy Services; Corporate Controller; Treasurer; VP Distributor Sales; Controller – Professional Products; Director, Corporate Finance | ~1999–2016 | Drove integration of Nalco and Champion, strengthened controls and performance across global units . |
| Kellogg Company | Manager, Corporate Treasury | 1997–1999 | Treasury and capital markets management . |
| Amoco Corporation | Finance positions | 1989–1997 | Upstream corporate finance and planning . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Clearwater Paper Corporation | Independent Director | 2019–present | Public company board experience; audit/strategy perspectives . |
| Science Museum of Minnesota | Board Member | N/A–present | Community and STEM governance . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $596,769 | $615,023 |
| Target Bonus (% of Salary) | 80% (raised from 75% in FY2023) | 80% (unchanged) |
| Actual STIP Payout ($) | $239,810 | $386,558 |
| STIP Payout as % of Target | 50.24% | 78.6% |
Performance Compensation
| Metric | Weighting | Threshold | Target | Superior | Actual | % of Target | Payout Mechanics |
|---|---|---|---|---|---|---|---|
| Adjusted EPS (Company) FY2024 | 25% | $3.49 | $4.36 | $5.23 | $3.79 | 87.0% | 67.5% of tranche |
| Adjusted Net Revenue (Company) FY2024 ($mm) | 25% | 3,299.5 | 3,666.1 | 4,032.7 | 3,534.6 | 96.4% | 82.1% of tranche |
| Adjusted EBITDA (Company) FY2024 ($mm) | 25% | 500.0 | 625.0 | 750.0 | 581.2 | 93.0% | 82.5% of tranche |
| Adjusted EBITDA Margin (Company) FY2024 (%) | 25% | 15.3% | 17.0% | 18.8% | 16.4% | 96.4% | 82.2% of tranche |
| CFO Target Cash Incentive ($) FY2024 | — | — | — | — | $491,961 | — | Paid $386,558 (78.6% of target) |
Long-Term Incentive Structure and Recent Grants:
- Mix: 50% NQSOs (10-year term, 33/33/34 vest), 25% RSUs (33/33/34 vest), 25% PSUs (3-year ROIC, cliff vest; 0–200% payout) .
- FY2024 approximate LTI target value for CFO: $1,320,000 ; granted 24,774 options at $77.72 exercise price, 4,141 target PSUs, 4,142 RSUs .
- FY2022–FY2024 PSU outcome: ROIC target 9.2%; actual 9.6%; payout 110% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Jan 29, 2025) | 287,188 shares; includes 234,992 shares underlying options exercisable within 60 days . |
| Options outstanding (illustrative) | Multiple grants from 2016–2024; latest unexercisable leg 24,774 (2024) at $77.72 . |
| RSUs/PSUs outstanding (illustrative) | Unvested RSUs and PSUs across 2022–2024 grants, with market/payout values at FY2024 close shown in proxy tables . |
| Option exercises in FY2024 | None; stock awards vested 10,062 shares, value $782,157 . |
| Pledging/Hedging | Prohibited for officers; insider trading policy bans hedging and pledging . |
| Ownership guidelines | CFO guideline: 3× base salary; review indicates all long-tenured NEOs met goals (≥5 years at same target) . |
| Shares pledged | Directors/executives’ shares not subject to any pledge (beneficial ownership table note) . |
| Deferred compensation (KEDCP) FY2024 | Executive contributions $255,296; company match $25,530; aggregate balance $1,659,086 . |
| DC Restoration Plan FY2024 | Company contributions $100,255; aggregate balance $691,552 . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance (non-CIC) | 1× base salary + target bonus, payable over 12 months; 12 months medical/dental; up to $20,000 outplacement; requires release; 2-year non-compete and non-solicit where permitted . |
| Change-in-Control (CIC) | Double trigger; lump sum 3× (highest annual base within 3 months pre-CIC to termination) + target annual incentive; 3 years medical/dental; up to $25,000 outplacement . |
| CIC tax treatment (legacy vs. new) | CFO agreement entered pre–mid FY2018 includes modified excise tax gross-up with 280G thresholds; newer agreements use “best-of-net” (no gross-up) . |
| Accelerated equity vesting | Double trigger post–mid FY2018 grants: RSUs/options vest on CIC + qualifying termination/material adverse change; PSUs vest at target on CIC + qualifying termination during performance period; death/disability vesting at target . |
| Clawback | 3-year recoupment for restatement; misconduct-based recovery possible for any fiscal year of intentional misconduct . |
| Insider trading policy | Preclearance for Section 16 officers; blackout periods; bans hedging/pledging . |
Potential Payment Estimates (as of Nov 30, 2024):
| Scenario | Estimated Payment ($) |
|---|---|
| Involuntary Not For Cause / Good Reason (non-CIC) | 1,157,428 |
| Involuntary Not For Cause / Good Reason (post-CIC) | 7,195,082 |
| Death or Disability | 1,627,698 |
Compensation Structure Analysis
- Mix and targets: CFO target STIP remained at 80% in FY2024; LTI target increased to $1,200,000 from $1,000,000 to align with market data; base salary merit increase 3% to $618,000 .
- Metric design: FY2024 STIP added Adjusted EBITDA Margin (equal 25% weighting) to better align with portfolio management approach; company metrics are Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin .
- Outcomes: FY2023 STIP paid at 50% of target amidst revenue headwinds; FY2024 improved to 78.6% despite Q4 volume deceleration and margin pressure .
- Governance safeguards: Double-trigger CIC; clawback; prohibition on option re-pricing; hedging/pledging bans; CEO/CFO higher ownership multiples .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| FY2023 vote (held Apr 2024) | 94% approval |
| FY2024 vote (held Apr 2025) | 97% approval |
Compensation Peer Group (Benchmarking)
Peer companies used to inform target compensation include Albemarle, Avery Dennison, Axalta, Celanese, Chemours, FMC, Graco, Hexcel, IFF, Nordson, Olin, RPM, Sensient, Donaldson, Cabot, Avient, Aptar, Trinseo (revenues $1.437B–$12.44B) .
Performance & Track Record
- FY2024 performance: Net revenue $3.57B; adjusted EBITDA $594M; adjusted EPS $3.84; record adjusted EBITDA margin 16.6% .
- Strategic execution: Portfolio enhancements (acquisitions and flooring divestiture), with late-year volume deceleration causing margin pressure; pricing actions shift into FY2025 .
- Pay vs performance linkage: Cumulative TSR value 149.59; CAP metrics in proxy emphasize Adjusted EBITDA linkage for NEOs .
Equity Ownership & Alignment Details
| Breakdown | Figures |
|---|---|
| CFO beneficial ownership (shares + options within 60 days) | 287,188 total; 234,992 via options exercisable within 60 days . |
| Ownership guideline compliance | Long-tenured NEOs (≥5 years at same goal) met guidelines; CFO guideline 3× salary . |
| Pledging/Hedging | Banned by policy; shares not pledged . |
Employment Terms Specifics (Non-Compete/Non-Solicit)
- Non-compete and non-solicit covenants for two years post-termination as a condition to severance, where permitted by law .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; option re-pricing prohibited; double trigger CIC vesting reduces windfall risk .
- Legacy CIC excise tax gross-up applies to CFO (pre-2018 agreements), which is shareholder-unfriendly relative to new “best-of-net” approach, but constrained by thresholds .
- Strong Say-on-Pay support (94% and 97%) reduces governance risk .
- No related-party transactions involving CFO disclosed; director/related transactions were below NYSE independence thresholds .
Equity Award Vesting Schedules
- NQSOs: 33%/33%/34% over 3 years; 10-year term; immediate exercisability upon retirement (55/10), death, disability; double trigger after CIC for mid-2018+ grants .
- RSUs: 33%/33%/34%; dividends accrue and pay in shares upon vest; immediate vesting on death/disability; double trigger after CIC .
- PSUs: 3-year cliff vest based on ROIC (threshold 50%, target 100%, superior 200%); vest at target on death/disability; double trigger CIC vesting mechanics .
Deferred Compensation & Perquisites
| Item | FY2024 Amounts |
|---|---|
| KEDCP deferrals (salary/STIP) | CFO deferred $183,353 salary and $135,295 STIP into phantom stock units; 10% company match credited in stock . |
| “All Other Compensation” total | $120,274 (DC plan matches/restoration, dividends on unvested RSUs/PSUs, perqs) . |
| Perquisites detail | Insurance premiums incl. tax gross-up $991; gift-related tax gross-up $47; charitable matching/donations $10,528 . |
Investment Implications
- Pay-for-performance alignment: Equity-heavy LTI (options/RSUs/PSUs) and STIP metrics centered on EPS, revenue, EBITDA, and margin support shareholder value creation; FY2024 added margin metric to reinforce portfolio discipline .
- Retention and selling pressure: High option overhang exercisable within 60 days (234,992 shares) but no CFO option exercises in FY2024; RSU/PSU vesting continues, with KEDCP elective deferrals mitigating near-term sell pressure .
- Governance risk: Legacy CIC gross-up persists for CFO; however, double-trigger vesting, clawbacks, and hedging/pledging bans mitigate misalignment; strong Say-on-Pay support indicates investor acceptance of program design .
- Alignment: CFO meets stock ownership guideline; shares not pledged; insider trading preclearance and blackout windows reduce adverse timing concerns .