Form 4: H.B. Fuller CFO John Corkrean Reports Acquisition of Phantom Units and Details Extensive Equity Holdings
Insider Transaction Report
H.B. Fuller's Executive VP and CFO, John J. Corkrean, filed a Form 4 disclosing the acquisition of 167.78 phantom units and detailing his significant beneficial ownership of common stock, stock options, and restricted stock units.
Summary
- John J. Corkrean, Executive VP and CFO of H.B. Fuller Co. (FUL), filed a Form 4 statement of changes in beneficial ownership with the SEC.
- The filing reports the acquisition of 167.78 phantom units on June 6, 2025, which convert into common stock on a 1-for-1 basis and were valued at $56.18 per unit at the time of acquisition.
- Mr. Corkrean's direct beneficial ownership of common stock is reported as 52,196 shares.
- His total beneficial ownership of phantom units, including those acquired pursuant to a dividend equivalent feature, is 25,389.67 units.
- The document also details extensive holdings of employee stock options, totaling 283,748 shares, with various exercise prices ranging from $43.48 to $77.72 and expiration dates up to January 27, 2035.
- Additionally, Mr. Corkrean holds 8,457.96 restricted stock units (RSUs), which convert 1-for-1 into common stock and vest in three annual installments.
Sentiment
Score: 6
Explanation: The filing is a routine disclosure of executive equity compensation and holdings. The acquisition of phantom units is a positive for the executive, indicating ongoing incentive alignment, but it does not inherently signal a significant positive or negative for the company's immediate operational or financial performance.
Positives
- The acquisition of 167.78 phantom units indicates ongoing equity-based compensation for the Executive VP and CFO, aligning management's interests with shareholders.
- The substantial holdings of stock options and restricted stock units demonstrate a significant long-term equity stake by a key executive, reinforcing commitment to the company's performance.
Future Outlook
This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook.
Industry Context
This filing is a routine disclosure of insider transactions, common across all publicly traded companies. It reflects standard executive compensation practices involving equity awards, which are prevalent in the industry to align executive incentives with shareholder value.
Comparison to Industry Standards
- The equity compensation structure, including phantom units, stock options, and restricted stock units, is a common practice for executive compensation across various industries, including specialty chemicals where H.B. Fuller operates.
- While specific comparable companies or projects are not mentioned in this filing, the use of such instruments aligns with typical long-term incentive plans seen in companies like PPG Industries, Sherwin-Williams, or RPM International, which also utilize a mix of performance-based and time-vested equity awards to retain and incentivize key executives.
Stakeholder Impact
- Shareholders: The equity awards represent a form of compensation that can lead to dilution over time, but also serve to align the interests of the Executive VP and CFO with shareholder value creation.
- Employees: No direct impact on general employees is indicated by this filing.
- Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.
Key Dates
| Date | Description |
|---|---|
| 05/17/2017 | Date of grant for employee stock option with $43.48 exercise price, 100% vested. |
| 01/26/2018 | Date of grant for employee stock option with $50.10 exercise price, 100% vested. |
| 01/25/2019 | Date of grant for employee stock option with $53.57 exercise price, 100% vested. |
| 01/24/2020 | Date of grant for employee stock option with $45.05 exercise price, 100% vested. |
| 01/24/2021 | Date of grant for employee stock option with $48.35 exercise price, 100% vested. |
| 01/27/2022 | Date of grant for employee stock option with $51.89 exercise price, 100% vested. |
| 01/24/2023 | Date of grant for employee stock option with $72.94 exercise price, 100% vested. |
| 01/24/2024 | Date of grant for employee stock option with $68.17 exercise price, vesting in three annual installments. Also, vesting start date for Restricted Stock Units (1,292.02 units) expiring 01/24/2026. |
| 01/26/2025 | Date of grant for employee stock option with $77.72 exercise price, vesting in three annual installments. Also, vesting start date for Restricted Stock Units (2,830.02 units) expiring 01/26/2027. |
| 06/06/2025 | Date of acquisition for 167.78 phantom units. |
| 06/09/2025 | Signature date of the reporting person's attorney-in-fact for the Form 4 filing. |
| 01/27/2026 | Date of grant for employee stock option with $64.28 exercise price, vesting in three annual installments. Also, vesting start date for Restricted Stock Units (4,335.92 units) expiring 01/27/2028. |
| 05/17/2026 | Expiration date for employee stock option with $43.48 exercise price. |
| 01/26/2027 | Expiration date for employee stock option with $50.10 exercise price. |
| 01/25/2028 | Expiration date for employee stock option with $53.57 exercise price. |
| 01/24/2029 | Expiration date for employee stock option with $45.05 exercise price. |
| 01/24/2030 | Expiration date for employee stock option with $48.35 exercise price. |
| 01/27/2031 | Expiration date for employee stock option with $51.89 exercise price. |
| 01/24/2032 | Expiration date for employee stock option with $72.94 exercise price. |
| 01/24/2033 | Expiration date for employee stock option with $68.17 exercise price. |
| 01/26/2034 | Expiration date for employee stock option with $77.72 exercise price. |
| 01/27/2035 | Expiration date for employee stock option with $64.28 exercise price. |
Keywords
SEC Form 4, H.B. Fuller Co., FUL, Insider transaction, Beneficial ownership, Executive compensation, Stock options, Restricted Stock Units, Phantom units, Corporate governance, Equity awards
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