Michael Happe
FULLER H BAbout Michael J. Happe
Age 53; independent director of H.B. Fuller since 2021. President and Chief Executive Officer of Winnebago Industries (2016–present); previously Executive Officer and Group Vice President at The Toro Company for 19 years. Core credentials include leading significant manufacturing businesses, building strong organizational structures, and driving global sales growth and profitability; other public company board: Winnebago Industries, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Winnebago Industries, Inc. | President & Chief Executive Officer | 2016–present | Leads North American manufacturer of outdoor lifestyle products; brings executive leadership experience in manufacturing, global growth, and profitability |
| The Toro Company | Executive Officer and Group Vice President | 19 years (dates not disclosed) | Senior leadership across domestic and international positions; proven leader in building organizations and driving global sales and profitability |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Winnebago Industries, Inc. | Director (public company board) | Not disclosed | Listed as “Other Public Company Boards: Winnebago Industries, Inc.” |
Board Governance
- Committees: Compensation Committee; Corporate Governance and Nominating Committee. Not a committee chair.
- Independence: Board determined Happe is independent under NYSE standards; board majority is independent (87.5%).
- Attendance: Board met six times in FY2024; each director attended >75% of Board and committee meetings; all directors attended the April 11, 2024 Annual Meeting.
- Tenure: Director since 2021; Class II nominee for re‑election at 2025 meeting (term to 2028 if elected).
Fixed Compensation (Non-Employee Director; FY2024)
| Component | Amount | Detail |
|---|---|---|
| Board annual cash retainer | $100,000 | Standard retainer for non-employee directors; Happe received $100,000 in cash; no meeting fees disclosed. |
| Committee chair fees | $0 | Not a chair; chair retainers are $20,000 (Audit), $17,500 (Comp), $15,000 (CGN); not applicable to Happe. |
| All other compensation | $0 | No “All Other Compensation” reported for Happe. |
Director Compensation Table totals: Fees Earned in Cash $100,000; Stock Awards $150,000; Total $250,000.
Performance Compensation (Alignment via Equity)
| Equity Element | Grant/Units | Fair Value | Vesting/Terms |
|---|---|---|---|
| Deferred Phantom Stock Units (annual) | 1,740.75 units (7/16/2024) | $150,000 | Annual grant under DDCP; not subject to forfeiture; pays out in shares per election; credited with dividend equivalents; phantom units have no voting rights; company adds 10% match on retainer deferrals into stock (Happe elected cash in 2024). |
| Initial RSU grant (one-time at board entry) | 1,300 units (at initial election) | Not stated | RSUs generally vest after 3 years; vest in full on death/disability; forfeit upon resignation prior to vesting. |
| Options | None | N/A | No stock options held by any non-employee director at 11/30/2024. |
Performance metrics tied to director compensation: None disclosed; director pay comprises cash retainers and equity (phantom stock units/RSUs) without performance conditions.
Other Directorships & Interlocks
| Entity | Role/Connection | Potential Interlock/Transaction | Board Determination |
|---|---|---|---|
| Winnebago Industries, Inc. | CEO; public company director | Customer-supplier transactions between H.B. Fuller and Winnebago reviewed annually | Determined below NYSE independence thresholds; directors (including Happe) had no direct or indirect material interest; affected directors recused from the review. |
Expertise & Qualifications
- Executive leadership of significant manufacturing companies (Winnebago, Toro), strong business acumen, global sales growth and profitability experience; beneficial to H.B. Fuller’s manufacturing-oriented strategy.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 10,604 shares | <1% of shares outstanding; none pledged as collateral. |
| Phantom stock units and RSUs held (as of 11/30/2024) | 9,266 units | Aggregate deferred phantom stock units and RSUs. |
| Phantom stock units acquirable within 60 days | 9,261 units | Eligible for acquisition within 60 days under DDCP. |
| Stock options | 0 | No options held by non-employee directors. |
| Director ownership guideline | 5x annual board retainer within 5 years | All non-employee directors met or are on track to meet guideline. |
| Hedging/pledging | Prohibited for directors | Insider trading policy prohibits hedging and pledging; broader governance policies re-affirm. |
Insider Trades and Section 16
| Item | Status |
|---|---|
| Section 16(a) compliance | Company believes all directors and executive officers complied timely with Section 16(a) filing requirements for FY2024. |
Governance Assessment
- Strengths: Independent status; serves on Compensation and Corporate Governance & Nominating committees; strong manufacturing/operator background; robust attendance; equity-based director pay aligns interests; hedging/pledging prohibited; board uses independent compensation consultant and maintains clawback policy and double‑trigger CIC protections for equity plans.
- Potential conflicts: Customer‑supplier transactions with Winnebago (where Happe is CEO). The Audit Committee annually reviews such related party transactions; independence thresholds not breached; Happe recused from relevant determinations. Signal is manageable, not a red flag given process and findings.
- Signals of board effectiveness: Majority independent board with independent Chair; clear committee charters; regular risk oversight; positive say‑on‑pay (97% approval in 2024) indicating investor support for compensation governance.