H.B. Fuller Company Management Short-Term Incentive Plan for Executive Officers

Contract Categories: Human Resources - Bonus & Incentive Agreements
EX-10.7 8 ex_133467.htm EXHIBIT 10.7 ex_133467.htm

Exhibit 10.7

 

Rewards - Compensation

Management Short-Term Incentive –

Executive Officers

(STI) Plan
   

 

Purpose The STI plan provides an annual performance-based cash bonus opportunity for eligible employees. This is intended to achieve a number of goals including:
   
  ● Emphasizing the Company’s commitment to competitive compensation practices;
     
  ● Driving a high performance culture;
     
  ● Assuring accountability;
     
  ● Focusing on results, not activity; and
     
  ● Reinforcing the importance of measurable and aligned goals and objectives.

 

Eligibility

These guidelines apply to Executive Officers.

 

To receive payment under the STI Plan, the participant must be actively employed as of November 30.
   
   
Plan Design The plan design is based on the following financial metrics.
   
  ● Operating Income/EBITDA
  ● Net Revenue
  ● Earnings Per Share

 

 

  Each participant’s plan design will be based on the participant’s position. Details of the design are as follows:
   
  ● Corporate/Global

 

Weighting Per Metric

 

EPS

HBF Net

Revenue

HBF Operating

Income

30%

30%

40%

 

  ● Operating Segment

 

 

 

 

Weighting Per Metric

 

EPS

 

Operating

Segment Net

Revenue

 

Operating Segment

Operating Income*

30%

30%

40%
*EBITDA for Construction Adhesives

 

Page 1 of 6
 

 

Rewards - Compensation

Management Short-Term Incentive –

Executive Officers

(STI) Plan
   

 

 

●

 Operating Segment/HBF with key global market responsibility

 

 

Weighting Per Metric

 

EPS

 

HBF or Operating

Segment Net

Revenue

HBF or Operating

Segment

Operating Income

 

Key Market

Revenue

Key Market

Operating

Income

30%

20%

25%

15%

10%

 

 

  Target
  ● Each metric will have a target level of performance. Payout will be determined for each metric based on performance relative to target. The target levels of performance will be established at the beginning of each fiscal year.
     
  Threshold
  ● Threshold performance levels will be established for each metric as follows:
    o Net Revenue: 90% of target
    o Operating Income/EBITDA: 80% of target
    o EPS: 80% of target
     
  ● Payout at the threshold level of performance will be 50% of the target allocated to that metric.
     
     
  Superior
  ● Superior performance levels will be established for each metric as follows:
    o Net Revenue: 110% of target
    o Operating Income/EBITDA: 120% of target
    o EPS: 120% of target
       
  ● Payout at the superior level of performance will be 200% of the target allocated to that metric.
   
   
   
  See Appendix for payout schedule.

 

 

Payment

Payment will be made in cash, subject to taxes and deductions as applicable.

Payment will be made as close as possible to January 31 following the conclusion of the relevant Plan Year, but will be made no later than March 15th of the calendar year following the Plan Year.
   

Participant

Status Changes

If a participant begins employment with the company during the Plan Year, bonus potential will be pro-rated for the time the participant was employed during the Plan Year.

 

If a participant transfers jobs and changes plan design standards, potential bonus will be pro-rated for the time spent in each job.

 

Page 2 of 6
 

 

Rewards - Compensation

Management Short-Term Incentive –

Executive Officers

(STI) Plan
   

 

Administration

Participants may direct questions about the STI Plan to their local management or human resources representatives.

 

The Compensation Committee of the Board of Directors shall make a certification decision with respect to performance of financial metrics and consider extraordinary circumstances that may have positively or negatively impacted the achievement of the objectives. The Board or management in their discretion, reserves the right at any time to enhance, diminish or terminate all or any portion of any compensation plan or program, on a collective or individual basis; provided.
   

Relevant Terms

Actively Employed - A full-time or part-time employee on the Company payroll. It excludes any employee who has been terminated from employment with the Company – voluntarily or involuntarily –prior to November 30.

 

Company - H.B. Fuller Company and its wholly owned subsidiaries.

 

Eligible Earnings – To be determined by region/country.

 

Payment - The cash reward payable after conclusion of the Plan Year.

 

Plan Year – The relevant Company fiscal year.

 

Short Term Incentive (STI) Plan - The program described herein. May also be referred to as “STIP” or “STI Plan”.

 

Page 3 of 6
 

 

Rewards - Compensation

Management Short-Term Incentive –

Executive Officers

(STI) Plan
   
   

Appendix

 

STIP Payment Schedule for EPS,

 

STIP Payment schedule for 

Operating Income/EBITDA

 

Net Revenue

 

Metric Performance

Payout (as % of target)

 

Metric Performance

Payout (as % of target)

120%

200.0%

 

110%

200%

119%

195.0%

 

109%

190%

118%

190.0%

 

108%

180%

117%

185.0%

 

107%

170%

116%

180.0%

 

106%

160%

115%

175.0%

 

105%

150%

114%

170.0%

 

104%

140%

113%

165.0%

 

103%

130%

112%

160.0%

 

102%

120%

111%

155.0%

 

101%

110%

110%

150.0%

 

100%

100%

109%

145.0%

 

99%

95%

108%

140.0%

 

98%

90%

107%

135.0%

 

97%

85%

106%

130.0%

 

96%

80%

105%

125.0%

 

95%

75%

104%

120.0%

 

94%

70%

103%

115.0%

 

93%

65%

102%

110.0%

 

92%

60%

101%

105.0%

 

91%

55%

100%

100.0%

 

90%

50%

99%

97.5%

 

 

98%

95.0%

 

 

 

97%

92.5%

 

 

 

96%

90.0%

 

 

 

95%

87.5%

 

 

 

94%

85.0%

 

 

 

93%

82.5%

 

 

 

92%

80.0%

 

 

 

91%

77.5%

 

 

 

90%

75.0%

 

 

 

89%

72.5%

 

 

 

88%

70.0%

 

 

87%

67.5%

 

 

86%

65.0%

 

 

85%

62.5%

 

 

84%

60.0%

 

 

83%

57.5%

 

 

 

82%

55.0%

 

 

 

81%

52.5%

 

 

 

80%

50.0%

 

 

 

 

 

 

●

 Payout is calculated for each incremental increase in performance (straight line interpolation).

 

Page 4 of 6
 

 

Rewards - Compensation

Management Short-Term Incentive –

Executive Officers

(STI) Plan
   

 

Calculation Guidelines

 

Total Company Metrics

Company EPS   

The adjusted EPS as disclosed in the Company’s quarterly earnings release.

 

HBF Net Revenue

 

●

The adjusted reported revenue as disclosed in the Company’s quarterly earnings release is adjusted for currency impact compared to budgeted exchange rates.

 

 

●

Unbudgeted acquisitions and divestitures are excluded from the calculation.

 

HBF Operating Income

 

●

The adjusted gross profit minus adjusted SG&A expenses as disclosed in the Company’s quarterly earnings release adjusted for currency impact compared to budgeted exchange rates.
     
  ● Unbudgeted acquisitions and divestitures are excluded from the calculation.

 

Operating Segment Metrics

Net Revenue

 

●

Total company adjustments are transferred down to the region/operating segment revenue which is impacted by the adjustments, unless not approved by the CEO.

 

 

●

Basis of targets is US dollars. The budgeted exchange rates will be used to assess performance.

 

 

●

Unbudgeted acquisitions and divestitures are excluded from the calculation.

 

Fully allocated operating income

 

●

Operating income targets include corporate governance allocation at budget. In determining performance, actual corporate governance allocations will be used.

 

 

●

Total company adjustments are transferred down to the region/operating segment operating income which is impacted by the adjustments, unless not approved by the CEO.

 

 

●

Basis of targets is US dollars. The budgeted exchange rates will be used to assess performance.

 

 

●

Unbudgeted acquisitions and divestitures are excluded from the calculation.

 

Page 5 of 6
 

 

Rewards - Compensation

Management Short-Term Incentive –

Executive Officers

(STI) Plan
   

 

 

Adjustments

In calculating the results, the following adjustments will be made:

  a. Individual legal settlements (payments or receipts) with a value (net of insurance) of $3 million or greater will not be included in metric calculations.
  b. Any unbudgeted reorganization or restructuring-related items which cannot be offset by related benefits in the fiscal year will not be included in metric calculations.
  c. Any unbudgeted asset write-downs in excess of $2 million will not be included in metric calculations.
  d. Adjustments needed to (1) correct any inadvertent errors or miscalculations made in setting a performance target for our key markets (such as Hygiene, Packaging, or Durable Assembly) or (2) account for changes resulting from new accounting definitions, requirements or pronouncements.
  e. Other items as publicly disclosed in the Company’s quarterly earnings release. However, the above adjustments (a-d) will not be made to the extent they are inconsistent with publicly disclosed earnings.

 

Any discretion related to total company adjustments transferred to the operating segment exercised by the CEO requires approval by the Compensation Committee of the Board of Directors.

 

Page 6 of 6