Form 4: H.B. Fuller Sr. VP Campe Reports Equity Holdings

Sentiment:

Insider Ownership Report


H.B. Fuller's Senior VP of International Growth, Heather Campe, filed a Form 4 detailing her beneficial ownership of common stock, stock options, performance stock units, phantom units, and restricted stock units.

Worse than expectedPerformance Stock Units achieved a payout at 80% of the target level for return on invested capital, indicating a result below the maximum possible target.

Summary

  • Heather Campe, Sr. VP, International Growth at H.B. Fuller Co. (FUL), reported beneficial ownership of 22,334.0782 shares of common stock, including shares acquired via a dividend reinvestment plan.
  • She acquired 1,415 Performance Stock Units on January 20, 2026, which vest on January 24, 2026, and convert to common stock on a 1-for-1 basis. These units reflect H.B. Fuller achieving return on invested capital payout at 80% of the target level.
  • Holdings include various Employee Stock Options (Right-to-Buy) with exercise prices ranging from $51.89 to $77.72, and expiration dates between 2028 and 2035. Some options are 100% vested, while others vest in three annual installments.
  • Campe also holds 5,297.82 Phantom Units, which convert to common stock on a 1-for-1 basis upon certain termination events or participant selection, and include a dividend equivalent feature.
  • Additionally, she holds Restricted Stock Units totaling 3,696.35 units (626.41, 1,143.73, and 1,926.21 units), which convert to common stock on a 1-for-1 basis and vest in three annual installments, including a dividend equivalent reinvestment feature.

Sentiment

Score: 6

Explanation: The filing is largely neutral as a routine disclosure of executive holdings. The significant equity stake is positive for alignment, but the 80% performance unit payout indicates a slight underperformance against the maximum target.

Positives

  • The executive holds a substantial equity stake in H.B. Fuller Co., including common stock, stock options, and various unit awards, which aligns her interests with those of shareholders.
  • The acquisition of Performance Stock Units indicates the achievement of certain company performance metrics, even if not at the maximum target.

Negatives

  • Performance Stock Units achieved a payout at 80% of the target level for return on invested capital, indicating that the maximum target was not met.

Future Outlook

The filing details future vesting schedules for various equity awards, including Performance Stock Units vesting on January 24, 2026, and Restricted Stock Units and Employee Stock Options with vesting periods extending through 2026 and beyond, and expiration dates as far out as 2035. Phantom Units convert upon certain termination events or participant selection.

Industry Context

This Form 4 filing is a routine disclosure of an executive's equity holdings and compensation, which is standard practice for publicly traded companies and provides transparency into insider ownership. It does not contain information directly related to broader industry trends or competitive positioning.

Stakeholder Impact

  • Shareholders: The executive's significant equity holdings, including performance-based awards, align her financial interests with those of the company's shareholders, promoting long-term value creation.
  • Employees: The compensation structure, including stock options and units, reflects standard executive incentive programs designed to retain and motivate key personnel.

Next Steps

  • Vesting of 1,415 Performance Stock Units on January 24, 2026.
  • Continued vesting of various Employee Stock Options and Restricted Stock Units on their respective schedules.
  • Potential conversion of Phantom Units upon specified termination events or participant election.

Key Dates

DateDescription
01/25/2019Employee Stock Option (Right-to-Buy) vested (21,834 shares @ $53.57).
01/27/2022Employee Stock Option (Right-to-Buy) vested (19,520 shares @ $51.89).
01/24/2023Employee Stock Option (Right-to-Buy) vested (11,636 shares @ $72.94).
01/24/2024Employee Stock Option (Right-to-Buy) begins vesting (10,730 shares @ $68.17).
01/24/2024Restricted Stock Units begin vesting (626.41 units).
01/26/2025Employee Stock Option (Right-to-Buy) begins vesting (9,928 shares @ $77.72).
01/26/2025Restricted Stock Units begin vesting (1,143.73 units).
01/20/2026Performance Stock Units acquired (1,415 units).
01/22/2026Form 4 filing date.
01/24/2026Performance Stock Units vesting date.
01/24/2026Restricted Stock Units expiration date (626.41 units).
01/27/2026Employee Stock Option (Right-to-Buy) begins vesting (10,831 shares @ $64.28).
01/27/2026Restricted Stock Units begin vesting (1,926.21 units).
01/26/2027Restricted Stock Units expiration date (1,143.73 units).
01/25/2028Employee Stock Option (Right-to-Buy) expiration date (21,834 shares @ $53.57).
01/27/2028Restricted Stock Units expiration date (1,926.21 units).
01/27/2031Employee Stock Option (Right-to-Buy) expiration date (19,520 shares @ $51.89).
01/24/2032Employee Stock Option (Right-to-Buy) expiration date (11,636 shares @ $72.94).
01/24/2033Employee Stock Option (Right-to-Buy) expiration date (10,730 shares @ $68.17).
01/26/2034Employee Stock Option (Right-to-Buy) expiration date (9,928 shares @ $77.72).
01/27/2035Employee Stock Option (Right-to-Buy) expiration date (10,831 shares @ $64.28).

Recommendation

hold

This Form 4 filing is a routine disclosure of an executive's beneficial ownership and equity compensation awards. It does not contain new material information that would warrant a change in investment recommendation. The executive maintains a substantial equity stake, aligning her interests with shareholders, which is generally a positive for corporate governance. The performance unit payout at 80% of target is noted but not significant enough to alter a broader investment thesis based solely on this filing.

Keywords

H.B. Fuller, FUL, Heather Campe, insider trading, Form 4, beneficial ownership, stock options, restricted stock units, performance stock units, phantom units, executive compensation

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