UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.14a-12 |
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H.B. Fuller Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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| ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
H.B. Fuller connecting what matters. TM 2022 notice of annual meeting and proxy statement annual meeting to be held April xx, 2000
2024 | Notice of Annual Meeting and Proxy Statement |
ANNUAL MEETING TO BE HELD APRIL 11, 2024
Office: | 1200 Willow Lake Boulevard |
St. Paul, Minnesota 55110-5101 | |
Mail: | P.O. Box 64683 |
St. Paul, Minnesota 55164-0683 | |
Phone: |
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Dear Shareholder:
Our 20232024 Annual Meeting of Shareholders will be held on Thursday, April 6, 2023.11, 2024. This year’s Annual Meeting will once again be a completely virtual meeting, which will be conducted via live webcast. A virtual meeting provides expanded access from any location around the world, improved communication and cost savings for our shareholders and the Company.
You can attend the meeting via the Internet at www.virtualshareholdermeeting.com/FUL2023FUL2024, where you will be able to vote and submit questions electronically prior to and during the meeting. Specific instructions for accessing the meeting are provided in the attached Notice of Annual Meeting of Shareholders. The virtual meeting will begin promptly at 10:00 a.m. Central Time. The Notice of Annual Meeting of Shareholders and the Proxy Statement describe the business to be conducted at the meeting.
Your vote on the proposals is important. Whether or not you plan on attending the virtual meeting, we encourage you to vote your shares to make certain that you are represented at the meeting. You may vote via the Internet or by telephone or, if you received a printed copy of the proxy materials, by Internet, telephone or by mailing a proxy or voting instruction card.
Sincerely, | ||
Celeste B. Mastin | ||
President and Chief Executive Officer |
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February 22, 2023
28, 2024
Office: | 1200 Willow Lake Boulevard |
St. Paul, Minnesota 55110-5101 | |
Mail: | P.O. Box 64683 |
St. Paul, Minnesota 55164-0683 | |
Phone: |
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Date and Time: | Thursday, April |
Items of Business: | 1. The election of three directors named in the attached Proxy Statement. Three directors will serve for a three-year term until the |
2. The ratification of the appointment of Ernst & Young LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending | |
3. A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the attached Proxy Statement.
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Record Date: | You are entitled to vote on the above items of business if you were a shareholder of record at the close of business on February |
Voting by Proxy: | It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend the meeting, we encourage you to submit your proxy as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the materials you received, the section entitled “Questions and Answers about the |
By Order of the Board of Directors | |
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Senior Vice President, General Counsel and Corporate Secretary |
February 22, 202328, 2024
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H. B. FULLER| 20232024 Proxy Statement
GLOSSARY OF FREQUENTLY USED TERMS
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| the H.B. Fuller Company 2020 Master Incentive Plan, which was amended and restated on April 8, 2021 and on April 6, 2023 and which is our currently effective stock plan
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401(k) Plan | the H.B. Fuller Company 401(k) and Retirement Plan |
Adjusted EBITDA | Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization as defined on page 38 |
Adjusted EPS | Adjusted earnings per share |
Adjusted Net Revenue | Defined on page 38 |
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Board | Board of Directors of H.B. Fuller Company |
CAO | Chief Administrative Officer |
CAP | Compensation Actually Paid |
CEO | Chief Executive Officer |
CFO | Chief Financial Officer |
Company, H.B. Fuller, we, our | H.B. Fuller Company |
COO | Chief Operating Officer |
DC Restoration Plan | the H.B. Fuller Defined Contribution Restoration Plan |
DDCP | the H.B. Fuller Directors’ Deferred Compensation Plan |
EPS | Earnings per share |
ESG | Environmental, Social and Governance |
Exchange Act | Securities Exchange Act of 1934, as amended |
EY | Ernst & Young LLP |
GAAP | Generally Accepted Accounting Principles in the United States |
KEDCP | Key Employee Deferred Compensation Plan |
LTIP | Long-term incentive plan |
NEOs | Named executive officers of H.B. Fuller Company |
Non-GAAP | Financial measures reconciled to, but not in accordance with, Generally Accepted Accounting Principles |
NQSO | Non-qualified stock option |
NYSE | New York Stock Exchange |
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PSU | Performance-based stock unit |
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ROIC | Return on invested capital as defined on page 39 |
RSU | Restricted stock unit |
SEC | the Securities and Exchange Commission |
TSR | Total shareholder return |
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 6, 202311, 2024
The Board of Directors of H.B. Fuller Company is soliciting proxies to be used at the Annual Meeting of Shareholders to be held on April 6, 2023,11, 2024, and at any adjournment and reconvening of the meeting. We first made this Proxy Statement and the 20222023 Annual Report to Shareholders available to our shareholders on or about February 22, 2023.28, 2024.
Provided below are highlights of some of the information contained in this Proxy Statement. These highlights are only a summary. Please review the complete Proxy Statement and 20222023 Annual Report to Shareholders before you vote.
Annual Meeting of Shareholders
DATE AND TIME: | PLACE: |
| VOTING: | ||
Thursday, April RECORD DATE: Wednesday, February | Via the Internet. You may attend the virtual meeting by visiting | You may vote by proxy or at the |
H. B. FULLER | 2024 Proxy Statement3
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PROXY SUMMARY
PROXY SUMMARY
Proposals Requiring Your Vote
Your vote is important. Whether or not you plan to attend the virtual meeting, we encourage you to vote your shares to make certain that you are represented at the meeting.
Proposal | Board Recommendation | Page | |
PROPOSAL 1 – Election of Directors | FOR | 10 | |
In selecting director nominees, our Board carefully considers the qualifications of each candidate and the overall composition of the Board. The following table provides summary information about each of the director nominees: |
| RUTH S. KIMMELSHUE |
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(Class | (Class | (Class | ||||
Director Since: | Director Since: | Director Since: | ||||
Roles on the Board: Audit Committee (Chair) and Corporate Governance and Nominating Committee | Roles on the Board: Audit Committee and Compensation Committee | Roles on the Board: Audit Committee and | ||||
Independent? | Independent? | Independent? | ||||
Yes | Yes | Yes | ||||
Other Public Company Boards: | Other Public Company Boards: | Other Public Company Boards: | ||||
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| No | No | |||
If elected, Mr. |
H. B. FULLER | 2024 Proxy Statement 4
PROXY SUMMARY
Proposal | Board Recommendation | Page |
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PROXY SUMMARY
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PROPOSAL 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | FOR |
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The Audit Committee has approved the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year | |||||
PROPOSAL3 – Non-Binding Advisory Vote on Executive Compensation | FOR |
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In fiscal year | |||||
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H. B. FULLER | 2024 Proxy Statement 5
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PROXY SUMMARY
PROXY SUMMARY2023 Performance Highlights
We delivered double-digit growth in organic revenue, adjusted EBITDA, and adjusted EPS in fiscal year 2022, driven by market share gains, appropriately strong pricing actions, and improved execution. We demonstrated resilience and determination in executing our winning strategy in the face of significant headwinds, including continued raw material cost inflation, a strengthening U.S. Dollar,challenging macroeconomic climate, and higher interest rates. At the same time, we recognize that we did not finishThroughout the year, as strong as we had expected. During the fourth quarter, we experienced a more pronounced and accelerated slowdown in demand in Construction Adhesives than we anticipated which was driven byunprecedented customer inventory de-stocking actions, prior to the end of the calendar year. Additionally, we experienced unexpected softness in China due to more dramatic Covid-related lockdownsincreasing interest rates, and greater than expected headwinds from foreign currency translation.
Fiscal 2022 Business Results.
We are proud of the financial results we delivered in fiscal 2022, including:2023, compared to fiscal 2022:
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● | Net income of $145 million, down 19.6%; |
● | EPS of $2.59, with Adjusted EPS of $3.87; |
● | Adjusted EBITDA of $581 million, up 10%; |
● | Operating cash flow of $378 million, up 48%; and |
● | For the 54th consecutive year, we implemented an increase in the amount of quarterly cash dividends paid to shareholders, with an 8% increase this year. |
Net income of $180 million, up 12%;
EPSDespite the challenges described above, we delivered double-digit growth of 10%, with Adjusted EPS up 15%;
Adjustedin adjusted EBITDA of $530 million, up 14%;
Operatingand operating cash flow in fiscal year 2023, driven by management of $257 million, up 20%;changing price and
For the 53rd consecutive raw material dynamics, decisive restructuring measures, and strong execution. We achieved a fiscal year we implemented an increase in the amountrecord high adjusted EBITDA margin of quarterly cash dividends paid to shareholders, with a 13% increase this year.16.5%.
Adjusted EPS and Adjusted EBITDA are non-GAAP financial metrics that are reconciled with the most directly comparable GAAP financial metrics in Annex A.
CEO Succession Planning
On September 26, 2022, the Company announced a succession plan by which Mr. Owens would retire from both the Board of Directors of the Company and the position of President and Chief Executive Officer of the Company, effective December 3, 2022. Mr. Owens remained with the Company in a non-executive capacity through December 31, 2022 to assist with the CEO transition. As described in this proxy statement, fiscal year 2022 CEO compensation arrangements are for Mr. Owens.
The Company also announced that Celeste B. Mastin would be appointed President and Chief Executive Officer of the Company, effective December 4, 2022. Ms. Mastin was also elected to the Board, effective December 4, 2022. Ms. Mastin’s appointment as CEO culminates a multi-year process to identify the best candidate to succeed Mr. Owens. Ms. Mastin was hired as the COO effective March 7, 2022 based on her wealth of experience leading complex, global businesses, and her qualifications and abilities to assume the role of CEO.
As President and Chief Executive Officer of the Company for fiscal year 2023, Ms. Mastin will receive an annual base salary of $950,000. Also, she will be entitled to receive a target incentive opportunity of 120% of her base salary with a maximum incentive opportunity of up to 240% of her base salary under the Company’s short-term incentive plan. Ms. Mastin will also receive stock-based incentive awards under the Company’s long-term incentive plan consisting of non-qualified stock options, performance-based restricted stock units and time-based restricted stock units with a total annual value of 375% of her base salary, or $3,562,500. Ms. Mastin will not receive any separate compensation for serving as an executive director of the Company.
Executive Compensation Program (For(For More Information, see pages 30 29- 44)43)
Our program emphasizes pay for performance using short- and long-term incentive awards as a significant percentage of total direct compensation. The graphs below show each element of total direct compensation (base salary, short-term incentive, and long-term
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PROXY SUMMARY
incentive) as a percentage of total direct compensation for fiscal year 20222023 for the CEO and on average for the other NEOs listed in the “Summary Compensation Table.”).
Short-term incentive awards are performance-based cash awards granted pursuant to the STIP. Actual results on all STIP metrics are set forth in a table on page 37 of this Proxy Statement. STIP payments can range from 0% to 200% of target. In fiscal year 2022,2023, the achievement of our financial metrics resulted in short-term cash incentive payouts for our CEO, CFO, and COOCAO of 113%50% of target and ranged from 102%49% to 168%87% of target for our other NEOs, based in part on the performance of the global business unitsoperating segments that they lead.
H. B. FULLER | 2024 Proxy Statement 6
PROXY SUMMARY
All short-term incentive awards earned for fiscal year 20222023 are also shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” later in this Proxy Statement.
Long-term incentive awards are equity awards granted pursuant to the LTIP. The awards are composed of NQSOs, RSUs and PSUs. All equity awards granted in fiscal year 20222023 are shown in the “Grants of Plan-Based Awards During Fiscal 20222023” table later in this Proxy Statement.
See further discussion and detail in the “Compensation Discussion and Analysis” section of this Proxy Statement.
OTHER HIGHLIGHTS OF OUR EXECUTIVE COMPENSATION PROGRAM
For
● | 25% of NEO equity awards are PSUs that cliff vest at the end of a three-year performance period; |
● | A policy regarding “clawbacks” of executive and key manager incentive compensation if there is a restatement of the Company’s financial statements or if there is misconduct by an executive or key manager; |
● | A prohibition on hedging, pledging and certain other transactions in the Company's securities by directors and executive officers; |
● | Policies for responsible share usage and governance of our equity compensation plans, including a prohibition on re-pricing of stock options; |
● | A double-trigger is required for accelerated equity vesting upon a change-in-control for equity grants to NEOs, beginning in mid-fiscal year 2018; |
● | Removal of tax gross-up provisions from change-in-control agreements entered into beginning in mid-fiscal year 2018; and |
● | Stock ownership goals of five times base salary for our CEO, three times base salary for our CFO, and two times base salary for our other executive officers. |
Fiscal 2024 Changes to our Executive Compensation Program
Effective for STIP awards granted inrelated to the Company’s 2024 fiscal 2021year and thereafter, 25%Adjusted EBITDA margin will be included as a fourth metric along with Adjusted EBITDA, Adjusted EPS, and Adjusted Net Revenue for purposes of NEO equity awards are PSUs that cliff vest at the end of a three-year performance period;
A policy regarding “clawbacks” of executive and key manager incentive compensation if there is a material restatementcalculating STIP awards. Each of the Company’s financial statements or if there is misconduct by anmetrics will be weighted at 25% for our executive or key manager;
A prohibition on hedging, pledging and certain other transactions inofficers with the Company's securities by directors and executive officers;
Policies for responsible share usage and governanceexception of our equity compensation plans, including a prohibition on re-pricing of stock options;
A double-trigger is requiredSVP, International Growth Markets, whose STIP metrics will be weighted at 35% for accelerated equity vesting upon a change-in-controlAdjusted EPS, 25% for equity grantsInternational Growth Markets Adjusted EBITDA margin, 20% for International Growth Markets Adjusted EBITDA, and 20% for International Growth Markets Adjusted Net Revenue. These changes were made to NEOs, beginning in mid-fiscal year 2018;
Removal of tax gross-up provisions from change-in-control agreements entered into beginning in mid-fiscal year 2018; and
Stock ownership goals of five times base salary for our CEO, three times base salary for our CFO and COO, and two times base salary for our other executive officers.
Fiscal 2022 Changes tobetter align the Executive Compensation Program
In fiscal year 2021,STIP metrics with the Compensation Committee decided not to include unvested/unearned PSUs in calculating the CEO’s stock ownership to align with market practice, and in fiscal year 2022, the Committee made the decision to implement this change for all NEOs. For NEOs other than the CEO, CFO and COO, the stock ownership guideline was decreased from three to two times their base salary in consideration of the new exclusion of unearned/unvested PSUs from the calculation of stock ownership while remaining within competitive market practice. More information on this change can be found under the heading “Stock Ownership” on page 43.Company’s portfolio management approach.
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PROXY SUMMARY
Board Composition and Diversity
The Board believes that its membership should reflect a diversity of experience, skills, geography, gender, and ethnicity that can enrich its deliberations. The following pie charts provide information about certain aspects of our Board’s diversity as of January 31, 2023.2024.
BOARD DIVERSITY | ||
89% Independent | 44% Women | 11% Diverse (Ethnic or Racial) |
11% Other | 56% Men | 89% Other |
H. B. FULLER | 2024 Proxy Statement 7
PROXY SUMMARY
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Under the 2020 Incentive Plan, we may issue to non-employee directors restricted stock, restricted stock units, options, stock appreciation rights, performance awards, or other stock-based awards. In addition, shares of H.B. Fuller common stock are issued under this plan to satisfy any requirements under the DDCP.
Non-employee directors are reimbursed for a preventative/diagnostic annual physical examination and local travel expenses. These amounts are shown in the “All Other Compensation” column of the “Director Compensation Table”Table” in this Proxy Statement.
MATCHING GIFTS TO EDUCATIONAL, ARTS AND CULTURAL ORGANIZATIONS
Under this program, we match a non-employee director’s contribution (up to $1,000) to eligible educational, arts and cultural institutions. These amounts are shown in the “All Other Compensation” column of the “Director Compensation Table”Table” in this Proxy Statement.
H. B. FULLER | 2024 Proxy Statement 22
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION TABLE TABLE – FISCAL YEAR 20222023
Name1 |
| Fees Earned or Paid in Cash ($) |
| Stock Awards ($)2 |
| All Other Compensation ($)3 |
| Total ($) |
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| Fees Earned | ||||||
or Paid in | Stock | All Other | |||||||||||||||
Cash | Awards | Compensation | Total | ||||||||||||||
Name | ($)1 | ($)2 | ($)3 | ($) | |||||||||||||
Daniel L. Florness |
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| 20,000 |
| 223,000 |
| 5,290 |
| 248,290 |
| 100,000 | 158,000 | 168 | 258,168 | |||
Thomas W. Handley |
| - |
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| 259,229 |
| 11,051 |
| 270,280 |
| 120,000 | 162,000 | 168 | 282,168 | |||
Michael J. Happe |
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| 54,250 |
| 185,325 |
| 1,350 |
| 240,925 |
| 100,000 | 150,431 | 1,242 | 251,673 | |||
Ruth S. Kimmelshue |
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| 248,490 |
| 8,885 |
| 257,375 |
| 115,625 | 161,563 | 168 | 277,356 | |||
Charles T. Lauber4 | 100,000 | 238,621 | 1,220 | 339,841 | |||||||||||||
Lee R. Mitau |
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| 371,500 |
| 8,282 |
| 379,782 |
| 215,000 | 171,500 | 168 | 386,668 | |||
Dante C. Parrini4 |
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| 111,827 |
| 135,000 |
| - |
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| 246,827 |
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Teresa J. Rasmussen |
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| 50,000 |
| 190,000 |
| 6,934 |
| 246,934 |
| 100,000 | 159,570 | 1,242 | 260,812 | |||
John C. van Roden, Jr.5 |
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| 57,065 |
| - |
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| 57,065 |
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Srilata Zaheer6 |
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| 75,000 |
| 222,815 |
| 5,136 |
| 302,951 |
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Srilata Zaheer | 100,000 | 150,000 | 4,098 | 254,098 |
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(2) | The amounts in this column are calculated based on the fair market value of the common stock on the date the award was made in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). Each non-employee director |
The aggregate number of deferred phantom stock units and restricted stock units held by each non-employee director as of December 3, 20222, 2023 were as follows:
| Deferred | ||||
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Stock Units and | |||||
Restricted Stock Units | |||||
Name | (#) | ||||
Daniel L. Florness |
| 21,516 | |||
Thomas W. Handley |
| 66,324 | |||
Michael J. Happe |
| 7,431 | |||
Ruth S. Kimmelshue | 23,655 | ||||
Charles T. Lauber |
| 2,210 | |||
Lee R. Mitau |
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| 202,096 | |||
Teresa J. Rasmussen |
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| 9,659 | |||
Srilata A. Zaheer |
| 4,492 | |||
No non-employee director held any stock options as of December 3, 2022.2, 2023. Mr. Happe, Ms. RasmussenMr. Lauber, and Ms. Zaheer held RSUs as of fiscal 20222023 year end. As of December 3, 2022,2, 2023, Mr. Happe and Ms. Rasmussen both held 1,3281,343 RSUs, Mr. Lauber held 1,315 RSUs and Ms. Zaheer held 1,3111,326 RSUs.
(3) | These amounts represent the following: for Mr. Florness, |
(4) | Mr. |
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DIRECTOR COMPENSATION
We have goals for stock ownership for all non-employee directors. Our goal for non-employee director stock ownership is five times the annual Board retainer within five years of becoming a director. A review of director stock ownership was conducted using June 30, 20222023 stock values. At the time of this review, all non-employee directors have met or exceeded this goal or are on track to meet this goal within five years of being elected as a director.
H. B. FULLER | 2024 Proxy Statement 23
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows how many shares of common stock each director and NEO beneficially owned as of January 28, 2023.29, 2024. The table also shows the beneficial ownership of common stock by all directors and executive officers of H.B. Fuller as a group. In general, “beneficial ownership” includes those shares of common stock which a director or executive officer has the power to vote or invest, as well as stock options that are exercisable currently or within 60 days and common stock underlying phantom stock units, RSUs and PSUs that may be acquired, in certain circumstances, within 60 days. The detail of beneficial ownership is set forth in the following table. In addition, the table shows all shareholders known to us to be the beneficial owners of more than 5% of the outstanding shares of common stock.
Unless otherwise noted, the shareholders listed in the table have sole voting and investment power with respect to the shares of common stock owned by them, and the shares beneficially owned by our directors and executive officers are not subject to any pledge.
Name of Beneficial Owner |
| Amount and Nature of Beneficial Ownership | Percent of Common Stock Outstanding | ||||||||
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BlackRock, Inc. |
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| 8,924,454 |
| 1 |
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The Vanguard Group, Inc. |
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| 6,441,642 |
| 2 |
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| 11.98 | % |
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State Street Corporation |
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| 3,580,037 |
| 3 |
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| 6.66 | % |
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Daniel L. Florness |
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| 19,180 |
| 4 |
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Thomas W. Handley |
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| 22,301 |
| 4 |
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Michael J. Happe |
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| 6,419 |
| 4 |
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Ruth S. Kimmelshue |
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| 7,376 |
| 4 |
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Charles T. Lauber |
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| 0 |
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| * |
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Lee R. Mitau |
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| 104,869 |
| 4, 5 |
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| * |
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Teresa J. Rasmussen |
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| 1,283 |
| 4 |
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Srilata A. Zaheer |
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| 0 |
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James J. Owens |
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| 1,495,056 |
| 6 |
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| 2.71 | % |
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John J. Corkrean |
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| 224,593 |
| 7 |
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Celeste B. Mastin |
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| 0 |
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| * |
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Zhiwei Cai |
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| 138,878 |
| 8 |
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| * |
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Heather A. Campe |
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| 102,823 |
| 9 |
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| * |
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All directors and executive officers as a group (18 people) |
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| 2,519,944 |
| 10 |
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| 4.50 | % |
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Amount and | |||||
Nature of | Percent of | ||||
Beneficial | Common Stock | ||||
| Ownership | Outstanding | |||
BlackRock, Inc. | 8,429,2171 |
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The Vanguard Group, Inc. | 6,532,5042 | 12.04% | |||
State Street Corporation | 3,002,7723 | 5.53% | |||
Daniel L. Florness | 22,5984 | * | |||
Thomas W. Handley | 22,6904 | * | |||
Michael J. Happe | 8,6814 | * | |||
Ruth S. Kimmelshue | 8,1694 | * | |||
Charles T. Lauber | 2,1834 | * | |||
Lee R. Mitau | 105,9294,5 | * | |||
Teresa J. Rasmussen | 3,2974 | * | |||
Srilata A. Zaheer | 4,4364 | * | |||
Celeste B. Mastin | 36,0816 | * | |||
John J. Corkrean | 259,1627 | * | |||
Zhiwei Cai | 175,3268 | * | |||
James J. East | 41,0089 | * | |||
Traci L. Jensen | 163,80410 | * | |||
All directors and executive officers as a group (17 people) | 1,080,64711 | 1.96% |
* | Indicates less than 1%. |
(1) | This information is based on a Schedule 13G/A filed with the SEC on January |
(2) | This information is based on a Schedule 13G/A filed with the SEC on February |
(3) | This information is based on a Schedule 13G/A filed with the SEC on |
H. B. FULLER | 2024 Proxy Statement 24
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(4) | Includes shares of common stock subject to phantom stock units credited to the accounts of non-employee directors who participate in the DDCP, described under the heading “Director Compensation,” that may be acquired, in certain circumstances, within 60 days. The number of units credited to each director participating in this plan that may be acquired within 60 days is as follows: |
Daniel L. Florness | 17,829 |
| Ruth S. Kimmelshue | 6,025 | 21,247 | Charles T. Lauber | 2,183 |
Thomas W. Handley | 20,954 |
| Lee R. Mitau | 62,198 | 21,343 | Lee R. Mitau | 63,258 |
Michael J. Happe | 5,091 |
| Teresa J. Rasmussen | 283 | 7,338 | Teresa J. Rasmussen | 954 |
Ruth S. Kimmelshue | 6,818 | Srilata A. Zaheer | 4,436 |
Excludes shares of common stock subject to phantom stock units credited to the accounts of directors who participate in the DDCP, described under the heading “Director Compensation” that may not be acquired within 60 days. The number of units credited to each director participating in this plan that are excluded from the table is as follows:
Daniel L. Florness | 269 | Charles T. Lauber | 27 | ||||
Thomas W. Handley | 40,534 |
| Teresa J. Rasmussen | 5,583 | 44,981 | Lee R. Mitau | 138,838 |
Michael J. Happe | 93 | Teresa J. Rasmussen | 8,705 | ||||
Ruth S. Kimmelshue | 13,363 |
| Srilata A. Zaheer | 2,255 | 16,837 | Srilata A. Zaheer | 56 |
Lee R. Mitau | 131,987 |
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None of the phantom stock units are entitled to vote at the meeting.
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(5) | Includes 42,671 shares held by a grantor retained annuity trust. |
(6) | Includes |
(7) | Includes 211,975 shares that could be purchased pursuant to stock options within 60 days from January 29, 2024, including, in the case of retirement-eligible officers, options vesting upon retirement from the Company. |
(8) | Includes 140,018 shares that could be purchased pursuant to stock options within 60 days from January 29, 2024, including, in the case of retirement-eligible officers, options vesting upon retirement from the Company. |
(9) | Includes 103 shares held in trust under the 401(k) Plan |
| Includes |
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H. B. FULLER | 2024 Proxy Statement 25
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and any beneficial owners of more than ten percent of our common stock to file initial reports of ownership and reports of changes in ownership of H.B. Fuller’s securities with the SEC. These reports are available for review on our website (www.hbfuller.com) in the “Financials” section of the Investor Relations page. We review these reports on the SEC’s website. Based solely on a review of these reports and written representations from the directors and executive officers, we believe that all directors and executive officers complied with all Section 16(a) filing requirements on a timely basis, except that Heather A. Campe and James J. East each had one delinquent filing each covering one transaction due to administrative oversight.
Pursuant to its charter, the Audit Committee of the Board of Directors is responsible for the appointment, compensation, and oversight of the work of our independent registered public accounting firm. In the exercise of that authority, we, the members of the Audit Committee, determined to engage Ernst & Young LLP to serve as H.B. Fuller’s independent registered public accounting firm for the year endingended December 3, 2022.2, 2023.
Management is responsible for the financial reporting process, accounting principles, and internal controls and procedures designed to assure compliance with accounting standards and applicable law and regulation. Management represented to us that H.B. Fuller’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.
Ernst & Young LLP, as H.B. Fuller’s independent registered public accounting firm for fiscal year 2022,2023, was responsible for performing an independent audit of the consolidated financial statements and the company’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing reports.
We have reviewed and discussed the audited consolidated financial statements with management and Ernst & Young LLP. We have also discussed with Ernst & Young LLP the matters required to be discussed pursuant to applicable requirements of the Public Company Accounting Oversight Board and the SEC, and they have discussed with us their independence and provided to us the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence.
Based upon our review and discussions referred to above, we recommended to the Board of Directors that the audited consolidated financial statements be included in H.B. Fuller’s Annual Report on Form 10-K for the fiscal year ended December 3, 20222, 2023 filed with the SEC.
Audit Committee of the Board of Directors of H.B. Fuller Company
Thomas W. Handley (Chair) | Charles T. Lauber |
Daniel L. Florness | Teresa J. Rasmussen |
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H. B. FULLER | 2024 Proxy Statement 26
FEES PAID TO INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
The following table presents fees for professional services provided by Ernst & Young LLP for fiscal year 20222023 and fiscal year 20212022 for the audit, audit-related, and tax services rendered to us and our affiliates.
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| 2023 | 2022 | ||||||
Audit Fees |
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| $ | 3,193,604 |
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| $ | 2,955,585 |
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| $ | 3,913,165 | $ | 3,193,604 | ||||
Audit-Related Fees |
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| - |
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Tax Fees |
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| 2,094,333 |
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| 2,870,352 |
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| 1,360,954 | 2,094,333 | ||||||
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Audit Fees:Audit fees includes fees and expenses billed and to be billed for (i) the audit of the consolidated financial statements included in our annual report on Form 10-K, (ii) the audit of the effectiveness of our internal control over financial reporting, (iii) reviews of the interim consolidated financial information included in our quarterly reports on Form 10-Q, (iv) statutory audits of certain international subsidiaries, and (v) consultations concerning financial accounting and reporting. Audit fees also include fees for reviews of documents filed with the SEC.
Audit-Related Fees:Audit-related fees include fees and expenses for services related to registration statements.
Tax Fees: Tax Fees includes fees and expenses for U.S. federal, state and international tax planning and tax compliance services.
The Audit Committee is responsible for appointing, setting compensation for, and overseeing our independent registered public accounting firm’s work. The Audit Committee has established a policy requiring its pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm, and it pre-approved all audit, audit-related, and tax services provided to us that are described above. The policy provides for the general pre-approval of specific types of services, gives detailed guidance to management as to the specific services that are eligible for general pre-approval, and establishes requirements for annual pre-approval levels and subsequent specific pre-approval requests. The policy requires specific pre-approval of all other permitted services. For both types of pre-approval, the Audit Committee considers whether such services are consistent with the rules of the SEC on auditor independence. The Audit Committee’s charter delegates to its chair the authority to address any requests for pre-approval of services between Audit Committee meetings, and the chair must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The policy prohibits the Audit Committee from delegating to management the Audit Committee’s responsibility to pre-approve any permitted services.
Requests for pre-approval for services that are eligible for general pre-approval must be submitted to our Vice President, Controller and Principal Accounting Officer and be detailed as to the services to be provided and the estimated total cost. The Vice President, Controller and Principal Accounting Officer then determines whether the services requested fall within the detailed guidance of the Audit Committee in the policy as to the services eligible for general pre-approval. Our independent registered public accounting firm and management must report to the Audit Committee on a timely basis regarding the services provided by the independent public accounting firm in accordance with general pre-approval.
We have a policy of avoiding the engagement of our independent registered public accounting firm except for audit, audit-related and tax planning, and compliance services. All the services provided by our independent registered public accounting firm in fiscal years 20222023 and 20212022 were pre-approved by the Audit Committee under its pre-approval procedures.
H. B. FULLER | 2024 Proxy Statement 27
APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 2, 2023.November 30, 2024. While we are not required to do so, H.B. Fuller is submitting the appointment of Ernst & Young LLP for ratification to ascertain the views of our shareholders. If shareholders do not ratify the Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm, the Audit Committee intends to reconsider that appointment. However, the Audit Committee retains sole responsibility for appointing or terminating our independent registered public accounting firm.
Representatives of EY will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so and to respond to appropriate questions from shareholders.
The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP. |
H. B. FULLER | 2024 Proxy Statement 28
COMPENSATION DISCUSSION AND ANALYSIS
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes our executive compensation program, including its underlying philosophy, policies, and practices; significant executive compensation developments during the fiscal year; and the determinations made on material elements of compensation awarded to each of our NEOs for fiscal year 2022:2023:
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| Celeste B. Mastin | John J. Corkrean | Traci L. Jensen | |||||||
Zhiwei Cai |
Consumable Adhesives |
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This discussion and analysis focuses on fiscal 20222023 compensation actions disclosed in the following compensation tables and accompanying footnotes and narrative. We discuss compensation actions taken during other fiscal years to the extent they enhance the understanding of our executive compensation program for fiscal year 2022.2023.
Elements of Executive Compensation. We use base salary, a short-term incentive plan with cash awards (“STIP”) and a long-term incentive plan with equity grants (“LTIP”), as well as benefits, to attract and motivate our executive officers to achieve results that increase shareholder value. We generally align with the market median for base salary, short-term incentive target values, and long-term incentive target values, which comprise total direct compensation, and we review these elements each year. The emphasis on short-term and long-term incentive compensation reflects our pay-for-performance philosophy. See "Key Elements of Executive Compensation Program" on page 35.34.
Fiscal Year 20222023 Business Results.
We demonstrated resilience and determination in executing our winning strategy in the face of significant headwinds, including continued raw material cost inflation, a challenging macroeconomic climate, and higher interest rates. Throughout the year, we experienced unprecedented customer inventory de-stocking actions, increasing interest rates, and headwinds from foreign currency translation.
We are proud of the financial results we delivered in fiscal 2022, which include:2023, compared to fiscal 2022:
Net revenue of $3.75 billion, up 14%;
Net income of $180 million, up 12%;
EPS growth of 10%, with Adjusted EPS up 15%;
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● | Net income of $145 million, down 19.6%; |
● | EPS of $2.59, with Adjusted EPS of $3.87; |
● | Adjusted EBITDA of |
● | Operating cash flow of $378 million, up 48%; and |
Operating cash flow of $257 million, up 20%; and
for the 53rd54th consecutive year, we implemented an increase in the amount of quarterly cash dividends paid to shareholders, with a 13%an 8% increase this year.
Despite the challenges described above, we delivered double-digit growth in adjusted EBITDA and operating cash flow in fiscal year 2023, driven by management of changing price and raw material dynamics, decisive restructuring measures, and strong execution. We achieved a fiscal year record high adjusted EBITDA margin of 16.5%.
Highlights of our business performance by segment include the following:
● | Within our Hygiene, Health and Consumable Adhesives segment, which accounted for 45% of our net revenue, segment revenue totaled $1,601 million, a decrease of 6%, and segment Adjusted EBITDA totaled $276 million, an increase of 23%. |
● | Within our Engineering Adhesives segment, which accounted for 41% of our net revenue, segment revenue totaled $1,429 million, a decrease of 7%, and segment Adjusted EBITDA totaled $256 million, an increase of 8%. |
● | Within our Construction Adhesives segment, which accounted for 14% of our net revenue, segment revenue totaled $481 million, a decrease of 8%, and segment Adjusted EBITDA totaled $56 million, a decrease of 25%. |
H. B. FULLER | 2024 Proxy Statement 29
Within our Engineering Adhesives segment, which accounted for 41%
Within our Hygiene, Health and Consumable Adhesives segment, which accounted for 45% of our net revenue, segment revenue totaled $1,696 million, an increase of 15%, and segment Adjusted EBITDA totaled $224 million, an increase of 13%.
Within our Construction Adhesives segment, which accounted for 14% of our net revenue, segment revenue totaled $521 million, an increase of 20%, and segment Adjusted EBITDA totaled $74 million, an increase of 28%.
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EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Adjusted EPS and Adjusted EBITDA are defined in footnotes 3 and 5 on page 38."Fiscal 2023 Short-Term Incentive Compensation." These metrics are non-GAAP financial metrics that are reconciled with the most directly comparable GAAP financial metrics in Annex A.
STIP Performance Metrics. For our short-term incentive plan, we measure our success primarily by the Company-wide financial metrics which are aligned with our long-term strategic plan. These metrics consist of Adjusted Net Revenue, Adjusted EBITDA, and Adjusted EPS. Adjusted Net Revenue is a measure of global sales generation, Adjusted EBITDA is a measure of operational effectiveness and profitability, and Adjusted EPS is an overall measurement of profitability and the effectiveness of the following growth strategies:
organic growth led by innovation and the sale of specialized adhesives solutions to specific market segments where we possess competitive strengths;
● | organic growth led by innovation and the sale of specialized adhesives solutions to specific market segments where we possess competitive strengths; |
margin enhancement driven by effective pricing strategies for our products and expense management;
● | margin enhancement driven by effective pricing strategies for our products and expense management; |
continuous improvement through projects that optimize our operational agility, cost structure and overall effectiveness; and
● | continuous improvement through projects that optimize our operational agility, cost structure and overall effectiveness; and |
efficient deployment of cash generated by operations to repay debt balances and return additional value to shareholders.
● | efficient deployment of cash generated by operations to repay debt balances and return additional value to shareholders. |
The STIP targets for Adjusted EPS, Adjusted Net Revenue and Adjusted EBITDA are consistent with the Company’s strategic financial targets.
STIP Performance and Compensation Outcomes.
● | Company-wide STIP financial metrics were Adjusted |
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● | Actual results on all STIP metrics are set forth in a table on page 37 of this Proxy Statement. STIP payments can range from 0% to 200% of target. In fiscal year |
● | All short-term incentive awards earned for fiscal year |
Adjusted EPS, Adjusted Net Revenue, and Adjusted EBITDA are non-GAAP financial metrics that are defined on page 38in "Fiscal 2023 Short-Term Incentive Compensation" and reconciled with the most directly comparable GAAP financial metrics in Annex A.
LTIP Performance and Compensation Outcomes.
Long-term incentive awards are equity awards granted pursuant to the LTIP. The awards are comprised of NQSOs, RSUs, and PSUs.
25% of NEO equity awards are RSUs vesting in three equal annual installments.
| 25% of NEO equity awards are RSUs vesting in three annual installments (33%, 33%, and 34%). |
● | 50% of NEO equity awards are NQSOs vesting in three |
● | 25% of NEO equity awards are PSUs cliff vesting at the end of a three year performance period. Performance-based payouts can range from 0% to 200% of target. The ROIC metric has a three-year target. Cliff vesting aligns with our focus on overall ROIC performance during the three-year performance period of the award, incentivizes long-term strategic thinking and behavior, and enhances the retention value of the award. |
● | In fiscal year 2021, we established a three-year ROIC target of 8.2%. Actual ROIC for the three-year period of fiscal years 2021-2023 was 9.0%. Therefore, the grant vested at 120% of target based on the performance during the three-year period. |
H. B. FULLER | 2024 Proxy Statement 30
For awards granted in fiscal 2021 and thereafter, 25%
Prior to fiscal 2021, we established annual ROIC targets over the three-year performance period. Actual ROIC for fiscal year 2022 was 9.3%. For the January 2020 grant, the 2022 ROIC target was 10.8%. Therefore, one-third of the grant vested at 62.5% of target based on fiscal year 2022 performance.
EXECUTIVE COMPENSATION |
EXECUTIVE COMPENSATION
● | All equity awards granted in fiscal year 2023 are shown in the “Grants of Plan-Based Awards During Fiscal 2023” table later in this Proxy Statement. |
All equity awards granted in fiscal year 2022 are shown in the “Grants of Plan-Based Awards During Fiscal 2022” table later in this Proxy Statement.
ROIC is a non-GAAP financial metric that is reconciled with the most directly comparable GAAP financial metric in Annex A.
Executive Compensation Best Practices. Highlights. The Company’s compensation program features the following:
● | 25% of NEO equity awards are PSUs cliff vesting at the end of a three-year performance period; |
For awards granted in fiscal 2021 and thereafter, 25% of NEO equity awards are PSUs cliff vesting at the end of a three-year performance period;
● | A policy regarding “clawbacks” of executive and key manager incentive compensation if there is a |
● | A prohibition on hedging, pledging, and certain other transactions in Company securities by directors and executive officers; |
● | Policies for responsible share usage and governance of |
● | A |
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● | Removal of tax gross-up provisions from change-in-control agreements entered into beginning in mid-fiscal year 2018; |
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● | Stock ownership goals of five times base salary for our CEO, three times base salary for our CFO, and |
Philosophy
The philosophy of our executive compensation program is to provide a competitive compensation package that rewards executive officers for sustained financial and operating performance that creates long-term value for our shareholders. We have designed and implemented our compensation programs for our executive officers to meet three principal goals:
● | Attract and retain qualified executive officers; |
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To meet these goals, the Company has established the following guidelines:
● | Pay compensation that is competitive with the practices of companies in a broad number of industries, including comparable companies in the chemical industry, with revenues comparable to our revenues; |
● | Pay |
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We strive to keep the target value of each individual element of compensation at or nearconsider the market median/50th50th percentile thereby maintainingas a reference point when determining appropriate target total direct compensation at or nearfor each NEO, while allowing deviations from the market median/50th50th percentile while allowing deviations based on role, tenure and other individual-specific considerations.
H. B. FULLER | 2024 Proxy Statement 31
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Use of CompetitiveCompetitive Market Data
The Compensation Committee uses several surveys and peer group data points when it reviews executive compensation as described below.
General Survey Data. With respect to Peer Group Data, during fiscal 2023, the Compensation Committee reviewed the peer group below and did not make any changes for fiscal 2023. This year, we reviewed peer proxy data for 19 companies with a revenue range of $1.325$1.437 billion - $11.656$12.44 billion based on our fiscal year 20212022 revenue and expectations for fiscal year 20222023 revenue. The Compensation Committee also used published survey data from the following sources to analyze the appropriate level of compensation for our U.S.-based NEOs:
AON Radford ($1.50 - 4.99 billion revenue categories for corporate positions (excluding the CEO) and relevant revenue categories for non-corporate positions (other U.S.-based NEOs))
Willis Towers Watson ($1.00 - 6.00 billion revenue category for corporate positions (CEO, CFO and COO) and relevant revenue categories for non-corporate positions (other U.S.-based NEOs))
The Company participates in both surveys. The Aon Radford database includes 4,097 companies and is titled "2022 AON Global Compensation Database”. This database is a global database and covers non-executive jobs as well. The Willis Towers Watson survey includes 931 companies and is titled "Willis Towers Watson 2021 General Industry Executive Survey Report – Compensation Data U.S.”
Peer Group Data. Our peer group used to inform 2022 target compensation consisted of comparable, publicly-traded companies with revenues between $1.325 billion - $11.656 billion (for the most recent fiscal year):
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During fiscal 2022, Ferro Corporation was acquired by Prince International Corporation and was therefore removed from our peer group.
Use of Market Data in Fiscal 2022. 2023. When analyzing compensation paid to our NEOs, the Compensation Committee uses specific data that matches revenue and job responsibilities from the published sources named above,discussed below, based on availability, by position. For fiscal year 2022,2023, the above-referenced data used by the Compensation Committee to review total compensation (base salary, STIP, LTIP, and LTIP)high-level review of benefits and perquisites) for our executive officers showed that our total compensation was generally in line with the market data matched according to revenue and job responsibilities.
In addition, for the NEOs, management and the Compensation Committee supplements the data sources abovebelow with peer group data, as a reference point for compensation design considerations. This data is derived from the most recent Proxy Statement available for each peer company.
The Compensation Committee uses this data because it is considered reliable market information. When we refer to competitive market data in the rest of this Compensation Discussion and Analysis, unless otherwise noted, we are referring to the “General Survey Data” and the “Peer Group Data” discussed above.below.
General Survey Data. The Compensation Committee used published survey data from the following sources to analyze the appropriate level of compensation for our U.S.-based NEOs:
● | AON Radford ($1.50 - 4.99 billion revenue categories for corporate positions (excluding the CEO) and relevant revenue categories for non-corporate positions (other U.S.-based NEOs)) |
● | Willis Towers Watson ($1.00 - 6.00 billion revenue category for corporate positions (CEO, CFO, and CAO) and relevant revenue categories for non-corporate positions (other U.S.-based NEOs)) |
The Company participates in both surveys. The AON Radford database includes 4,661 companies and is titled "2023 AON Global Compensation Database.” This database is a global database and covers non-executive jobs as well. The Willis Towers Watson survey includes 797 companies and is titled "Willis Towers Watson 2022 General Industry Executive Survey Report – Compensation Data U.S.” and only includes executive jobs.
Peer Group Data. Our peer group used to inform fiscal 2023 target compensation consisted of comparable, publicly-traded companies with revenues between $1.437 - 12.44 billion (for the most recent fiscal year):
Albemarle Corporation | Graco Inc. | ||
Aptar Group Inc. | Hexcel Corporation | ||
Ashland Global Holdings Inc. | International Flavors & Fragrances Inc. | ||
Avery Dennison Corporation | Nordson Corporation | ||
Avient Corporation | Olin Corporation | ||
Axalta Coating Systems Ltd. | RPM International Inc. | ||
Cabot Corporation | Sensient Technologies Corporation | ||
Celanese Corporation | The Chemours Company | ||
Donaldson Company, Inc. | Trinseo Plc | ||
FMC Corporation |
Compensation Process
The Compensation Committee reviews and approves all elements of compensation for our CEO, considering the Board of Directors’ review and assessment of the performance of the CEO as well as competitive market data and information from our human resources personnel and the Compensation Committee’s independent compensation consultant. The Compensation Committee also reviews and
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EXECUTIVE COMPENSATION
approves all elements of compensation for our other executive officers using the sources noted above and considering the recommendations of the CEO.
H. B. FULLER | 2024 Proxy Statement 32
EXECUTIVE COMPENSATION
In determining the elements of the executive compensation program, the Compensation Committee selects performance measures that will motivate executives to enhance our performance, such as our earnings and revenue growth, and operating segment specific operational and financial performance. Other considerations include furthering our business objectives, fulfilling corporate responsibilities (including equity among executive officer positions and affordability), maintaining competitive practices and trends, and observing legal requirements. In deciding on the type and amount of compensation for each executive officer, the Compensation Committee focuses on both the current pay and the opportunity for future increases in pay and combines the compensation elements for each executive officer in a manner that optimizes the executive officer’s incentive to contribute to the Company's success.
The Compensation Committee on occasion meets with the CEO and/or certain other executive officers to obtain recommendations with respect to our compensation program, practices and packages for executive officers and directors. The Compensation Committee considers, but is not bound to and does not always accept, management’s recommendations with respect to executive compensation. The CEO typically attends the Compensation Committee’s meetings, except when their compensation package is discussed. In addition, the Compensation Committee also holds executive sessions not attended by any members of management, including the CEO.
Independent Compensation Consultant
The Compensation Committee may use outside compensation consultants to provide compensation advice, competitive survey data and other reference market information related to trends and competitive practices in executive compensation. The Compensation Committee engages Willis Towers Watson US LLC (“WTW”) to provide ongoing advice and information regarding design and implementation of the Company’s executive compensation programs as requested by the Compensation Committee. In addition, from time to time, management receives information from the independent compensation consultant in preparation for Compensation Committee meetings.
In fiscal year 2022,2023, the Company paid WTW for services as noted below.
Services | Fees |
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Executive and Board Compensation Support | $237,577 |
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North America Benefits Consulting, Administration and Actuarial Valuations | $584,673 |
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EIMEA Retirement Plan Investment Advisory Services | $169,654 |
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WTW also providesprovided broker services in fiscal year 2023 for insurance in Brazil but receivesreceived no direct payment from the Company.Company for those services.
All non-executive and board related services performed by WTW, along with their affiliated companies, were approved by management and performed at the direction of management in the ordinary course of business. In assessing the independence of WTW, the Compensation Committee considered the factors contained in the applicable SEC and NYSE rules, including the amount and nature of the additional consulting work provided to the Company by WTW and concluded that no conflict of interest exists that would prevent WTW from independently advising the Committee.
A representative of the independent compensation consultant generally attends Compensation Committee meetings to serve as a resource for the Compensation Committee. To encourage independent review and discussion of executive compensation matters, the Compensation Committee and its chair may request meetings with the independent compensation consultant in executive session without management present.
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H. B. FULLER | 2024 Proxy Statement 33
EXECUTIVE COMPENSATION
Key Elements of the ExecutiveExecutive Compensation Program
Element and Purpose | Features and Market Positioning | ||
Base salary | |||
Attract and retain high caliber executive talent with competitive fixed compensation. | Each NEO’s job is positioned in a salary grade based upon market data and an analysis of the related job responsibilities. Salary ranges are established to generally reflect competitiveness at the market median/50th percentile. Within these salary ranges, base salaries are set considering the experience and skills each NEO brings to the position. Salary increases are determined considering individual performance and market conditions. | ||
Short-term incentive (cash) | |||
Aligns executive performance with achievement of annual company-wide financial goals and objectives, as well as operating segment goals and objectives. Payouts are dependent on achievement of predetermined annual financial performance goals. | Short-term incentive awards are set for each executive officer so that the expected payout at target performance levels would result in competitive market levels of such compensation. Payments under the STIP can range from no payment to a payment no higher than 200% of the target, based upon actual results.
The annual STIP is designed to achieve several goals, including emphasizing the Company’s commitment to competitive compensation practices, driving a high-performance culture, and ensuring accountability. The STIP places emphasis on achievement of financial metrics and focuses attention on business results. It also reinforces the importance of measurable and aligned goals and objectives. | ||
Long-term incentive (equity awards) | |||
NQSOs, PSUs, and RSUs attract, retain, and reward high caliber executive talent; reward performance and promote ownership of common stock, and encourage long-term strategic decision making that is aligned with shareholder interests. | Our LTIP ties a significant portion of our executive officers’ total direct compensation to shareholder value creation, as measured by share price performance. The combination of NQSOs, PSUs, and RSUs provides performance-based rewards, strong alignment with our shareholders, and retention value. Appreciation of common stock increases value of equity awards. PSUs can pay out between 0% and 200% of target. | ||
Other Benefits (includes supplemental retirement and deferred compensation plans, severance, change-in-control, and other perquisites) | |||
Attract and retain high caliber executive talent. These benefits are not performance-based. | We provide NEOs market competitive perquisite and other benefit programs. Some of these benefits assist our executive officers so that they may efficiently use their time on our business. Our U.S.-based NEOs participate in the same health and welfare programs as all other U.S.-based Company employees. |
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Fiscal 20222023 Base Salaries
In General. In January of each year, the Compensation Committee reviews and considers the annual performance of the CEO and the other NEOs. The effective date of annual merit increases is February 1st. In the fourth quarter of fiscal 2023, with the assistance of the compensation consultant, the Compensation Committee reviewsreviewed the overalltotal compensation (base salary, STIP, LTIP, and high-level review of benefits and perquisites) of all the executive officers for market competitiveness.
H. B. FULLER | 2024 Proxy Statement 34
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The amount of annual base salary and year-over-year increase for each of the NEOs in fiscal year 20222023 are set forth in the following table.
Named Executive Officer |
| Base Salary as of 12/1/2021 ($) |
| Base Salary as of 2/1/2022 ($) |
| Percent Increase from 12/1/2021 to 2/1/2022 (%) | ||||||
James J. Owens President and Chief Executive Officer |
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| 1,236,165 |
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| 1,300,000 |
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| 5.16% |
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John J. Corkrean Executive Vice President and Chief Financial Officer |
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| 560,000 |
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| 580,000 |
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| 3.57% |
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Celeste B. Mastin1 Executive Vice President and Chief Operating Officer |
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| n/a |
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| n/a |
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| n/a |
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Zhiwei Cai Executive Vice President, Engineering Adhesives |
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| 535,000 |
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| 560,000 |
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| 4.67% |
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Heather A. Campe Senior Vice President, International Growth |
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| 447,480 |
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| 460,000 |
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| 2.80% |
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Percent Increase | ||||||||||||
Base Salary as of | Base Salary as of | from | ||||||||||
12/3/2022 | 12/2/2023 | 12/3/2022 to 12/2/2023 | ||||||||||
Named Executive Officer | ($) | ($) | (%) | |||||||||
Celeste B. Mastin1 | 585,000 | 950,000 | 62.39 | |||||||||
President and Chief | ||||||||||||
Executive Officer | ||||||||||||
John J. Corkrean | 580,000 | 600,000 | 3.45 | |||||||||
Executive Vice President | ||||||||||||
and Chief Financial Officer | ||||||||||||
Zhiwei Cai | 560,000 | 576,800 | 3.0 | |||||||||
Executive Vice President, | ||||||||||||
Engineering Adhesives | ||||||||||||
James J. East2 | 450,000 | 500,000 | 11.11 | |||||||||
Executive Vice President, | ||||||||||||
Hygiene, Health and Consumable Adhesives | ||||||||||||
Traci L. Jensen3 | 390,000 | 500,000 | 28.21 | |||||||||
Executive Vice President | ||||||||||||
and Chief Administrative Officer | ||||||||||||
(1) | Ms. Mastin was |
(2) | Mr. East was |
(3) | Ms. Jensen was promoted to Executive Vice President and CAO effective December 4, 2022. Ms. Jensen previously served as Vice President, Global Business Process Improvement through December 3, 2022. See discussion below under “Analysis of Fiscal 2023 Base Salaries, Retention Awards, and Incentive Targets.” |
Analysis of Fiscal 20222023 Base Salaries, Retention Awards, and Incentive Targets.Mr. Owen’s
Ms. Mastin’s short-term incentive target remained atis 120% of base salary and hisher long-term incentive target increased to 425%is 375% of base salary. No other changes were madeMs. Mastin was promoted to Mr. Owens’ compensation in fiscal year 2022.President and Chief Executive Officer on December 4, 2022 and received a salary of $950,000 as part of that promotion. Ms. Mastin did not receive an additional merit increase on February 1, 2023 due to her recent promotion.
Mr. Corkrean’s short-term incentive target remained atincreased from 75% to 80% of base salary and hisbased on a review of market data. His long-term incentive target remained at $1,000,000. Mr. Corkrean received a merit increase of 3.57%3.45% after a review of market data and his performance.overall contributions to the Company. Mr. Corkrean’s base salary is in the third quartile of the salary range for his position.
In her role as
Ms. Jensen was promoted to Executive Vice President and Chief Operating Officer,CAO on December 4, 2022 and received a salary of $500,000 as part of that promotion. Ms. Mastin’s short-term incentive target was 75% of base salary and her long-term incentive target was $1,000,000. Ms. Mastin wasJensen did not eligible for areceive an additional merit increase in fiscal 2022 based on February 1, 2023 due to her hire date of March 7, 2022.recent promotion. Ms. Mastin’s base salary was in the third quartile of the salary range for her position.
Mr. Cai’s short-term incentive target remained at 65% of base salary and his long-term incentive target increased from $600,000 to $650,000 in fiscal year 2022 based on a review of market data for his position. Mr. Cai received a merit increase of 4.67% after a review of his performance. Mr. Cai’s base salary is in the third quartile of the salary range for his position.
Ms. Campe’sJensen’s short-term incentive target is 52%70% of base salary and her long-term incentive target is $529,000.$650,000. Ms. Campe received a merit increase of 2.80% after a review of her performance. Ms. Campe’sJensen’s base salary is in the thirdsecond quartile of the salary range for her position.
Due to a transition in CEO leadership during fiscal 2022, our Compensation Committee determined that a cash retention award for Ms. Jensen was appropriate to ensure stability and continuity in a key executive role throughout this transition and to position the Company for continued success in fiscal 2023. Therefore, Ms. Jensen received a $500,000 cash retention award payable within 60 days of December 4, 2024 conditional on Ms. Jensen being employed by the Company on such date. The retention award is shown in "Grants of Plan-Based Awards During Fiscal Year 2023."
Mr. Cai’s short-term incentive target increased from 65% to 70% of base salary based on a review of market data. His long-term incentive target is $650,000. Mr. Cai received a merit increase of 3.0% after a review of market data and his overall contributions to the Company. Mr. Cai’s base salary is in the fourth quartile of the salary range for his position.
Effective January 24, 2023, the Compensation Committee approved a one-time grant of time-based restricted stock units with an approximate grant date fair market value of $500,000 to Mr. Cai. Due to a transition in CEO leadership during fiscal 2022, our Compensation Committee determined that a retention stock award for Mr. Cai was appropriate to ensure stability and continuity in a key executive role throughout this transition and to position the Company for continued success in fiscal 2023. The time-based restricted stock units will cliff-vest on January 24, 2025 subject to Mr. Cai remaining employed by H.B. Fuller Company until the vesting date. There are no provisions for accelerated vesting of the units upon an earlier retirement. The retention award is shown in "Grants of Plan-Based Awards During Fiscal Year 2023."
H. B. FULLER | 2024 Proxy Statement 35
EXECUTIVE COMPENSATION
Mr. East was promoted to Executive Vice President, Hygiene, Health and Consumable Adhesives on December 4, 2022 and received a salary of $500,000 as part of that promotion. Mr. East did not receive an additional merit increase on February 1, 2023 due to his recent promotion. Mr. East’s short-term incentive target is 70% of base salary and his long-term incentive target is $650,000. Mr. East’s base salary is in the second quartile of the salary range for his position.
For fiscal year 2022,2023, all merit increases for the NEOs who were eligible for merit increases fell within the Company’s general merit increase guidelines for our general employee population. The range of merit increases provided to NEOs who did not receive promotions at the beginning of fiscal 2023 was 0%3% to 5.16%3.45%.
Fiscal 20222023 Short-Term Incentive Compensation
In General. Each year, the Compensation Committee establishes the annual cash incentive target opportunities as a percentage of base salary. Under the STIP, the Compensation Committee may also consider extraordinary circumstances that may positively or negatively impact the achievement of the performance objectives.
For fiscal year 2022,2023, based on market data, the annual cash incentive target opportunity for our executive officers ranged from 52%70% to 120% of base salary at a target level of performance. Potential payouts range from 0% to 200% of the target award based on
|
EXECUTIVE COMPENSATION
attainment of segment operating and/or Company-wide financial goals. The threshold level of performance for the annual cash incentive was set at 80% of each financial target, except the Adjusted Net Revenue metrics had a threshold level of 90% of target, meaning that financial performance must meet or exceed these thresholds for executive officers to earn at least 50% of the target incentive. Higher payouts are possible if performance is above target levels. For example, at the superior level of performance (110% of target for Adjusted Net Revenue and 120% of target for all other metrics), payout is 200% of target.
The Compensation Committee, in its discretion, has 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 for the NEOs.
Analysis of Fiscal 20222023 Short-Term Incentive Awards. The Compensation Committee approved the STIP metrics because they were representative of our financial results and were key financial measures that are linked to our long-term strategic plan. In establishing the goals for these metrics for fiscal year 2022,2023, we considered our prior year results, economic conditions, and expected business opportunities. At the beginning of fiscal year 2022,2023, we believed the targets were challenging but achievable.
For fiscal year 2022,2023, the goals for threshold, target, and superior level of performance, the weighting of the metrics, and the actual performance were as set forth below. These amounts are shown on a non-GAAP basis due to adjustments which are allowed under the STIP as set forth in a footnote in the table below. Actual amounts paid to each NEO are set forth in the “Summary Compensation Table’Table’’ later in this Proxy Statement.
Named Executive Officer |
| 2022 Target Cash Incentive |
| 2022 Actual Cash Incentive Paid ($ and % of base salary)1 |
| Metric |
| Weighting |
| Threshold (50% payout)2 Target 100% payout)2 Superior (200% payout)2 |
| Actual Performance ($ and % of Target)2 |
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James J. Owens |
| $1,546,988 (120% of base salary) |
| $1,745,854 (135% of base salary) |
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| $3.30 |
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John J. Corkrean |
| $432,452 (75% of base salary) |
| $488,044 (85% of base salary) |
| Adjusted EPS3 |
| 30% |
| $4.13 |
| $4.00 (96.9% of target) |
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Celeste B. Mastin |
| $323,353 (75% of base salary) |
| $364,920 (85% of base salary) |
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| $4.96 |
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| $3,366,672 |
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| Adjusted Net Revenue4 |
| 35% |
| $3,740,746 |
| $3,873,830 (103.6% of target) |
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| $4,114,821 |
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| $420,005 |
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| Adjusted EBITDA5 |
| 35% |
| $525,006 |
| $533,277 (101.6% of target) |
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| $630,007 |
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| $3.30 |
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Zhiwei Cai |
| $361,240 (65% of base salary) |
| $368,609 (66% of base salary) |
| Adjusted EPS3 |
| 30% |
| $4.13 |
| $4.00 (96.9% of target) |
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| $4.96 |
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| Engineering Adhesives |
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| $1,454,904 |
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| Segment Adjusted |
| 35% |
| $1,616,560 |
| $1,607,414 (99.4% of target) |
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| Net Revenue4 |
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| $1,778,216 |
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| Engineering Adhesives |
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| $189,793 |
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| Segment Adjusted |
| 35% |
| $237,242 |
| $244,556 (103.1% of target) |
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| EBITDA5 |
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| $284,690 |
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| $3.30 |
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Heather A. Campe |
| $238,094 (52% of base salary) |
| $399,117 (87% of base salary) |
| Adjusted EPS3 |
| 30% |
| $4.13 |
| $4.00 (96.9% of target) |
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| $4.96 |
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| International Growth |
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| Adjusted Net Revenue4 |
| 35% |
| *6 |
| *6 (118.1% of target) |
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| International Growth |
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| EBITDA5 |
| 35% |
| *6 |
| *6 (121.8% of target) |
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Metric | Weighting (%) | Threshold (50% Payout) ($)1 | Target (100% Payout) ($)1 | Superior (200% payout) ($)1 | Actual Result ($) | % of Target | Payout Percentage | |||||||||||||
Adjusted EPS3 | 30 | 3.48 | 4.35 | 5.22 | 3.87 | 89.0 | 72.4 | |||||||||||||
Adjusted Net Revenue4 | 35 | 3,380,487 | 3,756,097 | 4,131,707 | 3,350,734 | 89.2 | 0.0 | |||||||||||||
Adjusted EBITDA5 | 35 | 480,000 | 600,000 | 720,000 | 555,626 | 92.6 | 81.5 |
H. B. FULLER | 2024 Proxy Statement 36
EXECUTIVE COMPENSATION
Named Executive Officer | Target Cash Incentive ($) | Target (%) | Actual Payout ($)2 | Payout as a percent of Target (%) | ||||||||
Celeste B. Mastin | 1,134,477 | 120 | 570,018 | 50.25 | ||||||||
John J. Corkrean | 477,282 | 80 | 239,810 | 50.24 | ||||||||
Traci L. Jensen | 348,726 | 70 | 175,217 | 50.25 |
Metric | Weighting (%) | Threshold (50% Payout) ($)1 | Target (100% Payout) ($)1 | Superior (200% payout) ($)1 | Actual Result ($) | % of Target | Payout Percentage | |||||||||||||
Adjusted EPS3 | 30 | 3.48 | 4.35 | 5.22 | 3.87 | 89.0 | 72.4 | |||||||||||||
Engineering Adhesives Adjusted Net Revenue4 | 35 | 1,395,677 | 1,550,752 | 1,705,827 | 1,385,835 | 89.4 | 0.0 | |||||||||||||
Engineering Adhesives Adjusted EBITDA5 | 35 | 219,043 | 273,804 | 328,565 | 248,832 | 90.9 | 77.2 |
Named Executive Officer | Target Cash Incentive ($) | Target (%) | Actual Payout ($)2 | Payout as a percent of Target (%) | ||||||||
Zhiwei Cai | 401,762 | 70 | 195,819 | 48.7 |
Metric | Weighting (%) | Threshold (50% Payout) ($)1 | Target (100% Payout) ($)1 | Superior (200% payout) ($)1 | Actual Result ($) | % of Target | Payout Percentage | |||||||||||||
Adjusted EPS3 | 30 | 3.48 | 4.35 | 5.22 | 3.87 | 89.0 | 72.4 | |||||||||||||
Hygiene, Health and Consumable Adhesives Adjusted Net Revenue4 | 35 | 1,498,856 | 1,665,395 | 1,831,935 | 1,505,774 | 90.4 | 52.1 | |||||||||||||
Hygiene, Health and Consumable Adhesives Adjusted EBITDA5 | 35 | 194,872 | 243,590 | 292,308 | 260,392 | 106.9 | 134.5 |
Named Executive Officer | Target Cash Incentive ($) | Target (%) | Actual Payout ($)2 | Payout as a percent of Target (%) | ||||||||
James J. East | 349,342 | 70 | 304,033 | 87.0 |
H. B. FULLER | 2024 Proxy Statement 37
EXECUTIVE COMPENSATION
(1) | All values in this column are in thousands except for Adjusted EPS. |
(2) | The actual cash incentive paid is also found in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation |
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(3) | Adjusted EPS is a non-GAAP financial measure which is defined as earnings per share adjusted to exclude unusual items referenced in Annex A. Management believes that these adjustments improve the comparability of period-to-period results and are consistent with how it evaluates the Company’s operating performance. Adjusted EPS is reconciled with the most directly comparable GAAP measure in Annex A. |
(4) | Adjusted Net Revenue is a non-GAAP measure which is defined as net revenue as disclosed in the Company’s Annual Report on Form 10-K, adjusted to confirm with budgeted exchange rates as the basis of targets is U.S. dollars. Unbudgeted acquisitions and divestitures are excluded from the calculation. Management believes that these adjustments improve the comparability of period-to-period results and are consistent with how it evaluates the Company’s operating performance. Adjusted |
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(5) | Adjusted EBITDA is a non-GAAP financial measure which is defined as adjusted net income plus adjusted income tax expense plus interest expense, net, plus depreciation expense plus amortization expense. Segment EBITDA is defined as segment operating income plus depreciation expense plus amortization expense, plus non-operating pension expense or income, plus reported Sekisui-Fuller joint venture equity earnings as reported on the consolidated Company P&L (if applicable), as reported in the Company’s earnings release. Basis of targets is U.S. dollars. Actual results are adjusted to conform with budgeted exchange rates. Unbudgeted acquisitions and divestitures are excluded from the calculation. Management believes that these adjustments improve the comparability of period-to-period results and are consistent with how it evaluates the Company’s |
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The following chart shows the percentage increase in fiscal year 20222023 performance targets over fiscal year 20212022 actual results for each metric used to determine the short-term incentive payouts:
FY | |||
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Adjusted EPS |
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Company Adjusted Net Revenue |
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Company Adjusted EBITDA |
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Engineering Adhesives Segment Adjusted Net Revenue |
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Engineering Adhesives Segment Adjusted EBITDA |
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3.8% |
(1) |
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Fiscal 20222023 Long-Term Incentive Compensation
In General.For all NEOs, the fiscal year 20222023 LTIP design included a mix of equity grants consisting of 50% NQSOs, 25% RSUs, and 25% PSUs.PSUs issued under the 2020 Incentive Plan.
Stock Options. The NQSOs are focused on aligning shareholder value creation with executive rewards and enhancing employee retention, andwith vesting typically vest in three equal installments of 33%, 33%, and 34% on each anniversary date of the grant date if the optionee continues to be employed by the Company. Vested stock options provide a benefit to an executive officer only if the market value of the stock increases over the term of the option and if the executive officer remains employed with the Company, or once employeethe executive officer becomes retirement eligible. Retirement eligibility is defined as 55 years of age and 10 years of service. If aan NEO is retirement eligible, stock options immediately vest upon retirement. However, if aan NEO does not remain employed for 180 days from the grant date, the award is forfeited regardless of retirement eligibility. Stock options are granted for a 10-year term. Stock options are granted with an exercise price equal to the fair market value of our common stock on the date of grant.
Stock Units. Stock units provide a benefit to an employee only if the employee remains employed until the award vests or once the employee becomes retirement eligible. Dividends are accrued on stock units during the period prior to vesting and are subject to the same vesting requirements, with payment in the form of additional shares once vesting has occurred. Stock units do not have voting rights. In addition, if the market value of the stock increases over the grant date price of the award, the employee further benefits from that appreciation in value. We grant two kinds of stock units.
● | PSUs. For all NEOs, 25% of their equity awards are PSUs vesting only if the Company achieves at least a threshold level of ROIC performance. |
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EXECUTIVE COMPENSATION
year |
● | RSUs. For all NEOs, 25% of their equity awards are RSUs vesting based on continued employment over time. RSUs typically vest in three |
H. B. FULLER | 2024 Proxy Statement 38
EXECUTIVE COMPENSATION
If aan NEO is retirement eligible, RSUs and PSUs continue to vest pursuant to the terms of the award. However, if aan NEO does not remain employed for 180 days from the grant date, the award is forfeited regardless of retirement eligibility.
Fiscal 20222023 Long-Term Incentive Awards. The value of an individual’s target award is established to generally correlate with consideration of the market median/50th percentile for the applicable position and grade level.level as well as the contributions and potential of the individual. The CEO recommends to the Compensation Committee the value of stock options, RSUs, and PSUs to be granted to each executive officer. The Compensation Committee retains full authority to accept, modify, or reject these recommendations and to increase or decrease the value of the award. The Compensation Committee also reviews total Company performance and the CEO’s individual performance to determine the award for the CEO. The number of options is determined based on a Black-Scholes valuation, and a 30-day share price average is applied. To determine the number of stock units to be awarded, a 30-day share price average is applied.
The Compensation Committee reviews and approves long-term incentives for our CEO and the other executive officers in January of each year. This long-term incentive grant date in January aligns with the annual individual performance review process and allows the grants to occur during the open trading period (after our fiscal year-end annual earnings release) for our common stock as provided under Company policy. We do not allow backdating of options, nor do we have a program, plan, or practice to time stock option grants to executive officers in coordination with the release of material non-public information.
The approximate values for each NEO’s fiscal year 20222023 long-term incentive award are set forth in the table below.
| Approximate | ||
Value of | |||
Long-Term | |||
Incentive | |||
for FY
| |||
Named Executive Officer | ($) | ||
|
| 3,562,500 | |
John J. Corkrean |
| ||
|
| 1,100,000 | |
Zhiwei Cai |
| 650,0001 | |
|
| 650,000 | |
Traci L. Jensen | 650,000 |
(1) This does not include the January 2023 one-time grant of RSUs to Mr. Cai described in "Analysis of Fiscal 2023 Base Salaries, Retention Awards, and Incentive Targets." |
Analysis of Fiscal 2020 -20222021-2023 Long-Term Incentive Awards.Award. PSUs granted in fiscal year 20202021 and later have annuala three-year ROIC goals.goal. Fiscal year 2022years 2021-2023 ROIC performance and related vesting of PSUs are set forth below.
Fiscal year 2022years 2021-2023 ROIC1 Performance Goals and Achievement
2021 PSU Grant |
| |||||
(2021-2023 Performance Period) | ||||||
Superior |
| % | ||||
Target |
| % | ||||
Threshold |
| |||||
6.2 | % | |||||
Actual |
| % | ||||
Payout Percent | 120.0 | % |
62.5%
(1) | ROIC is defined as: |
NOPAT (Net operating profit after tax)
(Short-Term Debt + Long-Term Debt + Total Equity - Cash)
|
EXECUTIVE COMPENSATION
PSUs granted in fiscal years 2021 and 2022 have three-year ROIC goals, for a performance period covering fiscal years 2021-2023 and 2022-2024 respectively. At time of grant, we believed the targets were challenging but achievable. We consider the related target for the ROIC metric to be confidential commercial information the disclosure of which would result in competitive harm to us.
For the fiscal year 2021 and 2022 grants, if
If performance during the three-year performance period is less than threshold (target ROIC less 2%), no shares will be earned.PSUs vest. If the threshold level is achieved, the PSUs will vest at 50%. If the target level is achieved, the PSUs will vest at 100%. If the superior level (target ROIC plus 4%) is achieved, the PSUs will vest at 200%. Performance between threshold and target and target and superior will beis calculated on a straight-line basis.
ROIC is a non-GAAP financial metric that is reconciled with the most directly comparable GAAP financial metric in Annex A.
Fiscal year 20222023 RSU and PSU awards are set forth in the “Grants of Plan-Based Awards During Fiscal Year 2022”2023” table in this Proxy Statement.
H. B. FULLER | 2024 Proxy Statement 39
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATIONOther Executive Benefits and Perquisites
Other Executive Benefits and Perquisites
In General. We provide the following perquisites and benefits to our executive officers:
Perquisites and Benefits | Description | |||
DC Restoration Plan | ● |
| ||
► | 1% non-elective (retirement) contribution restoration for compensation in excess of IRS limits for eligible U.S. employees, | |||
► | An opportunity for a discretionary contribution of 0% to 3% of eligible pay in excess of IRS limits, based on EPS performance1, | |||
► | 4% 401(k) match restoration for compensation match in excess of IRS limits, and | |||
► | Additional credit equal to 7% of eligible earnings. | |||
KEDCP | ● |
| ||
Financial Counseling | ● |
| ||
Executive Health Exams | ● |
| ||
Excess Liability Insurance | ● |
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Relocation Expense | ● |
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Long-Term Disability Insurance | ● |
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Leased Aircraft
● Beginning in late fiscal year 2021, due to a CEO succession plan that postponed Mr. Owens’ retirement and in order to facilitate travel during the COVID pandemic, the Board approved his use of a private rental aircraft service, mainly for business travel between his New Jersey office and corporate headquarters in St. Paul, Minnesota. The private aircraft service was also used for other business trips. Mr. Owens directly paid for, or reimbursed the Company for, use of this aircraft service solely for personal purposes. Amounts paid for the business travel between his New Jersey office and corporate headquarters are set forth in the 2021 and 2022 “All Other Compensation” column of the “Summary Compensation Table” in this Proxy Statement. A portion of these amounts was included in the CEO’s income and was grossed up to pay the related tax. This benefit was for a limited time period and is not an ongoing program for Mr. Owens.
(1) | Information regarding calculation of the fiscal year |
H. B. FULLER | 2024 Proxy Statement 40
EXECUTIVE COMPENSATION |
EXECUTIVE COMPENSATION
Analysis of Fiscal20222023 Executive Benefits and Perquisites. We provide perquisites to our executive officers to generally reflect competitiveness at the market median/50th percentile.
In conjunction with the annual review of the executive compensation program, the Compensation Committee typically reviews executive officer benefits and perquisites for market prevalence. In fiscal year 2022, the Compensation Committee decided to review benefits and perquisites on an “every other year” basis since the market data does not typically change materially on an annual basis. Since a more detailed review was completed in fiscal 2021, no review of benefits and perquisites was done in fiscal 2022. The Compensation Committee conducted a detailed review and made no changes in fiscal 2022.2023 to the types and amounts of benefits and perquisites offered to executive officers.
All benefits and perquisites paid to our NEOs are disclosed in the “Summary Compensation Table”Table” under the “Other Compensation” column and the footnotes thereto.
Severance, Change-In-Control and Other Employment-Related Agreements
In General. H.B. Fuller does not have employment agreements with any of the NEOs that provide for a specified term of employment. The Company has executive severance agreements discussed under the heading “Severance” Severance”and change in control agreements discussed under the heading “Change-in-Control“Change-in-Control Agreements.”
Severance.The executive severance agreements provide for payment of the following severance benefits if the eligible executive officer’s employment is terminated involuntarily by the Company without cause (as defined in the agreement) or voluntarily by the executive officer for good reason (as defined in the agreement):
● | Severance pay equal to one time (two times for the CEO) base salary plus target annual bonus, payable over the 12 months (24 months for the CEO) following termination; |
● |
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● |
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Except as indicated above with respect to the CEO, the same form of agreement was provided to all NEOs.
Change-in-Control Agreements.All NEOs have entered into change-in-control agreements with H.B. Fuller. The change-in-control agreement is intended to ensure the executive officer remains focused on activities related to a change-in-control that could be in the best interest of the Company and its shareholders, and that the executive officer is not distracted by compensation implications because of a change-in-control. Additionally, change-in-control agreements assist in the retention of executive officers at a time when their departure might be detrimental to the Company and shareholders. The agreements are a critical and effective tool to attract and retain executives and provide for payments under certain circumstances following a change-in-control of the Company. Another purpose of providing change-in-control agreements is to provide financial security to the executive officer in the event the executive officer’s employment is terminated in connection with a change-in-control.
The change-in-control agreements contain a “double trigger” for receipt of change-in-control payments. This means that there must be a change in control of the Company and a termination of employment (or a material change to the NEO's terms of employment, such as demotion, reduction in compensation or required relocation) during the covered period for the provisions to apply and benefits to be paid. The Compensation Committee believes that a “double trigger” is more appropriate than a “single trigger,” because a double trigger prevents the unnecessary payment of benefits to an executive officer if the change in control does not result in the executive officer’s termination of employment or a material change in the terms of the executive officer’s employment.
For change-in-control agreements entered into prior to mid-fiscal year 2018 (for Mr. Owens, Mr. Corkrean, Mr. Cai, and Ms. Campe)Jensen), the arrangements were structured to ensure that executives receive the full intended benefits of these arrangements if a transaction should take place. Our approach was to provide our executives with arrangements that include a modified tax gross-up. These arrangements eliminated de minimis or inefficient gross-up payments, only providing tax gross-up in cases of significant imbalance. For change-in-control agreements entered into starting in mid-fiscal year 2018 (for Ms. Mastin)Mastin and Mr. East), the Company does not include a tax gross-up provision. The Company instead references a best of net provision whereby the individual is responsible for any excise tax, or the benefit is reduced to not trigger an excise tax. The Company would calculate both scenario estimates and the individual would receive the provision with the highest after-tax benefit estimate.
H. B. FULLER | 2024 Proxy Statement 41
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
An explanation of any payments to be made under the change-in-control agreements is found under the heading “Involuntary (Not for Cause) Termination or Good Reason Termination after a Change-in-Control”Change-in-Control” in the section of this Proxy Statement titled “Potential Payments Upon Termination or Change-In-Control.”
Executive Compensation Policies
Stock Ownership. Goals and levels of executive stock ownership are reviewed annually by the Compensation Committee. An executive officer’s stock ownership includes common stock directly held by the executive officer and common stock held in our 401(k) Plan, RSUs, and phantom stock units held in the Key Employee Deferred Compensation Plan. NQSOs and unvested/unearned PSUs and PSOs are not counted toward stock ownership goals. In fiscal year 2021, the Committee decided not to include unvested/unearned PSUs in calculating the CEO’s stock ownership to align with market practice, and in fiscal year 2022, the Committee made the decision to implement this change for all NEOs.
The guideline for the CEO is ownership of at least five times histheir base salary in common stock, and the guideline for the CFO and COO is ownership of at least three times their base salary. For the other NEOs, the guideline was decreased from three tois two times their base salary in consideration of the new exclusion of unearned/unvested PSUs from the calculation of stock ownership, while maintaining a multiple that is competitive with market practice.salary. The guideline provides that an executive should strive to reach and then maintain the applicable stock ownership goal within five years of appointmentbecoming subject to a new job grade.that goal. For the fiscal year 20222023 review of stock ownership, all NEOs who had been in their job gradesubject to the same stock ownership goal for at least five years had met the applicable stockthat goal except for Ms. Jensen, who had met her ownership goal.goal prior to her promotion to CAO and related increase in base salary. If after five years inat a job grade, aparticular stock ownership target, an NEO has not met the stock ownership goal, the NEO must retain 100% of all after-tax profit shares from any exercise, vesting, or payout of equity awards until the stock ownership guideline is met, unless a hardship exception is granted.
Tax Considerations. Section 162(m) of the U.S. Internal Revenue Code ("Section 162(m)") imposes a $1,000,000 annual deduction limit on compensation payable to certain current and former named executive officers.NEOs. The Compensation Committee intends to pay competitive compensation consistent with our philosophy to attract, retain, and motivate executive officers to manage our business in the best interests of the Company and our shareholders. The Compensation Committee, therefore, may choose to provide non-deductible compensation to our executive officers if it deems such compensation to be in the best interests of H.B. Fuller and our shareholders.
Various programs, including our benefit plans that provide for deferrals of compensation are subject to Section 409A of the Internal Revenue Code. We have reviewed such plans for compliance with Section 409A and believe that they comply.
Prohibition on Hedging and Pledging. Our insider trading policy prohibits hedging transactions in Company securities by all employeesofficers and directors. Hedging transactions include, for example, prepaid variable contracts, equity swaps, “costless collars”collars,” and other transactions that are designed to hedge or offset any decrease in the market value of Company securities. Additionally, our insider trading policy prohibits pledging transactions by directors and executive officers.
Clawbacks. Our clawbackcompensation recovery policy generally allowsrequires the Compensation Committee to recoup incentive-based compensation from any current or former executive officer or key manager if (i) the payment was predicated on achieving certain financial results that were subsequently the subject of a restatement of Company financial statements due to the material non-compliance with any financial reporting requirementsrequirements. In such a case, the Compensation Committee will require the executive officer or (ii)key manager to reimburse the Company for all incentive-based compensation paid within the three-year period prior to the date that the Company is required to prepare the restatement to the extent that incentive-based compensation received exceeds the amount of incentive-based compensation that otherwise would have been received had it been determined based on the restated amounts. Under our compensation recovery policy, the Compensation Committee may also recoup incentive-based compensation from any current or former executive officer or key manager if the Compensation Committee determines that the executive officer or key manager engaged in intentional misconduct in performing his or her duties. In such a case, the Compensation Committee may require the executive officer or key manager to reimburse the Company for all or a portion of any incentive-basedincentive-based compensation paid within the three-year period prior to the date that the Company is required to prepare the restatement orany fiscal year during which the executive officer’sofficer's or key manager’smanager's intentional misconduct occurred. In light of recent SEC rulemaking regarding clawbacks, we will review our policy and make any necessary changes once the related NYSE listing standards have been finalized.
Non-GAAP Financial Measures
The "Compensation Discussion and Analysis" section of this Proxy Statement contains non-GAAP financial measures, including Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA, Adjusted EBITDA Margin, and ROIC measured on a company-wide basis and certain financial measures for individual operating segments. See "Reconciliation of Non-GAAP Financial Information" in Annex A to this Proxy Statement for a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure.
H. B. FULLER | 2024 Proxy Statement 42
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has reviewed and discussed with H.B. Fuller management the Compensation Discussion and Analysis. Based on this review and discussion with management, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Annual Report on Form 10-K for the year ended December 3, 2022.2, 2023.
Compensation Committee of the Board of Directors of H.B. Fuller Company
Ruth S. Kimmelshue, Chair | Lee R. Mitau |
Michael J. Happe | Srilata A. Zaheer |
Charles T. Lauber |
H. B. FULLER | 2024 Proxy Statement 43
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table shows the cash and non-cash compensation for the last three fiscal years awarded to or earned by our NEOs, which include individuals who served as Chief Executive Officer and Chief Financial Officer during fiscal year 20222023 and three other most highly compensated executive officers who either were serving as executive officers at the end of fiscal year 20222023 or served as an executive officer during fiscal year 2022.2023.
Name and Principal Position |
| Year |
| Salary ($)1 |
| Bonus ($)2 |
| Stock Awards ($)3 |
| Option Awards ($)4 |
| Non-Equity Incentive Plan Compensation ($)1,5 |
| Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)6 |
| All Other Compensation ($)7 |
| Total ($) | Year | Salary ($)1 | Bonus ($)2 | Stock Awards ($)3 | Option Awards ($)4 | Non-Equity Incentive Plan Compensation ($)1,5 | Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)6 | All Other Compensation ($)7 | Total ($) | |||||||||
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JAMES J. OWENS8 |
| 2022 |
| 1,313,706 |
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| 2,571,719 |
| 2,546,887 |
| 1,745,854 |
| 33,193 |
| 1,414,399 |
| 9,625,758 | ||||||||||||||||||
CELESTE B. MASTIN8 | 2023 | 950,000 | 1,624,832 | 1,615,756 | 570,018 | - | 290,296 | 5,050,902 | ||||||||||||||||||||||||||||
President and |
| 2021 |
| 1,236,165 |
|
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| 3,935,857 |
| 3,916,267 |
| 2,042,000 |
| 29,549 |
| 639,395 | 9 | 11,799,233 | 2022 | 438,750 | 1,700,000 | 502,842 | 525,814 | 364,920 | - | 444,347 | 3,976,673 | |||||||||
Chief Executive Officer |
| 2020 |
| 1,225,977 |
|
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| 2,367,071 |
| 2,342,618 |
| 1,044,717 |
| 45,542 |
| 362,306 |
| 7,388,231 | 2021 | |||||||||||||||||
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JOHN J. CORKREAN |
| 2022 |
| 458,986 |
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| 741,134 |
| 460,969 |
| 366,033 |
| 4,447 |
| 195,156 |
| 2,226,725 | 2023 | 596,769 | 523,710 | 498,896 | 239,810 | 17,781 | 140,572 | 2,017,538 | ||||||||||
Executive Vice President & |
| 2021 |
| 447,181 |
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| 753,569 |
| 501,728 |
| 460,000 |
| 3,407 |
| 171,373 |
| 2,337,258 | 2022 | 587,615 | 490,494 | 460,969 | 488,044 | 4,447 | 195,156 | 2,226,725 | ||||||||||
Chief Financial Officer |
| 2020 |
| 455,498 |
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| 636,759 |
| 473,766 |
| 230,727 |
| 4,211 |
| 148,594 |
| 1,949,555 | 2021 | 558,404 | 527,346 | 501,728 | 575,000 | 3,407 | 171,373 | 2,337,258 | ||||||||||
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CELESTE B. MASTIN10 |
| 2022 |
| 438,750 |
| 1,700,000 |
| 502,842 |
| 525,814 |
| 364,920 |
| - |
| 444,347 |
| 3,976,673 | ||||||||||||||||||
Executive Vice President & |
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Chief Operating Officer |
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ZHIWEI CAI |
| 2022 |
| 582,694 |
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| 364,169 |
| 322,680 |
| 346,492 |
| 4,247 |
| 131,482 |
| 1,751,764 | 2023 | 610,685 | 755,063 | 294,794 | 195,819 | 16,153 | 113,332 | 1,985,846 | ||||||||||
Executive Vice President, |
| 2021 |
| 521,271 |
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| 385,916 |
| 334,315 |
| 507,600 |
| 3,542 |
| 91,740 |
| 1,844,384 | 2022 | 595,437 | 329,309 | 322,680 | 368,609 | 4,247 | 131,482 | 1,751,764 | ||||||||||
Engineering Adhesives |
| 2020 |
| 524,535 |
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| 308,493 |
| 284,256 |
| 123,123 |
| 4,865 |
| 92,219 |
| 1,337,491 | 2021 | 533,270 | 341,517 | 334,315 | 540,000 | 3,542 | 91,740 | 1,844,384 | ||||||||||
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HEATHER A. CAMPE |
| 2022 |
| 419,968 |
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| 297,502 |
| 243,844 |
| 399,117 |
| 5,799 |
| 142,210 |
| 1,508,440 | ||||||||||||||||||
Senior Vice President, |
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International Growth |
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JAMES J. EAST9 | 2023 | 500,000 | 298,166 | 294,794 | 304,033 | 6,817 | 118,992 | 1,522,802 | ||||||||||||||||||||||||||||
Executive Vice President, | ||||||||||||||||||||||||||||||||||||
Hygiene, Health and Consumable Adhesives | ||||||||||||||||||||||||||||||||||||
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TRACI L. JENSEN10 | 2023 | 500,000 | 296,471 | 294,794 | 175,217 | 31,807 | 109,620 | 1,407,909 | ||||||||||||||||||||||||||||
Executive Vice President & | ||||||||||||||||||||||||||||||||||||
Chief Administrative Officer |
(1) | Includes cash compensation deferred at the election of the executive under the 401(k) Plan and/or the KEDCP. During fiscal year |
(2) | The amount in this column for Ms. Mastin represents the payment of a one-time hiring bonus in fiscal year |
H. B. FULLER | 2024 Proxy Statement 44
EXECUTIVE COMPENSATION
(3) | The amounts in this column represent the grant date fair value of (a) the 10% Company match of phantom units deferred under the KEDCP, |
(4) | The amounts in this column represent the grant date fair values of stock option awards made under the LTIP. In accordance with FASB ASC Topic 718, the grant date fair value of these awards has been determined using the Black-Scholes method and based on the assumptions set forth in Note 9 to the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December |
(5) | As described in the “Compensation Discussion and |
(6) | Amounts reported in this column include the amount of interest accrued during the applicable fiscal year on the officer’s account in the DC Restoration Plan that exceeded 120% of the applicable federal long-term monthly rate in fiscal year |
(7) | The table below shows the components of this column for fiscal year |
|
H. B. FULLER | 2024 Proxy Statement 45
EXECUTIVE COMPENSATION
All Other Compensation -- Fiscal Year 2023 | ||||||||||||||||||||
Defined | Defined | |||||||||||||||||||
Contribution Plan | Contribution | |||||||||||||||||||
Company Match | Restoration | Dividends on | ||||||||||||||||||
& | Plan | Unvested | Perquisites and | |||||||||||||||||
Contributions | Contributions | RSUs and PSUs | Other Payments | Total | ||||||||||||||||
Name | ($)a | ($)a | ($)b | ($)c | ($) | |||||||||||||||
Celeste B. Mastin | 16,396 | 137,010 | 24,578 | 112,312 | 290,296 | |||||||||||||||
John J. Corkrean | 16,396 | 100,255 | 15,702 | 8,219 | 140,572 | |||||||||||||||
Zhiwei Cai | 16,396 | 73,372 | 15,572 | 7,992 | 113,332 | |||||||||||||||
James J. East | 16,396 | 78,865 | 6,676 | 17,055 | 118,992 | |||||||||||||||
Traci L. Jensen | 16,396 | 68,790 | 6,836 | 17,598 | 109,620 |
All Other Compensation -- Fiscal Year 2022 |
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Name |
| Defined Contribution Plan Company Match & Contributions ($)a |
| Defined Contribution Restoration Plan Contributions ($)a |
| Dividends on Unvested RSUs and PSUs ($)b |
| Perquisites ($)c |
| Total ($) | ||||||||||
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James J. Owens |
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| 16,350 |
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| 399,125 |
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| 89,445 |
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| 909,479 |
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| 1,414,399 |
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John J. Corkrean |
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| 16,350 |
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| 114,489 |
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| 21,658 |
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| 42,659 |
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| 195,156 |
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Celeste B. Mastin |
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| 15,141 |
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| - |
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| 4,246 |
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| 424,960 |
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| 444,347 |
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Zhiwei Cai |
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| 16,350 |
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| 88,243 |
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| 11,774 |
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| 15,115 |
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| 131,482 |
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Heather A. Campe |
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| 16,350 |
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| 72,842 |
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| 14,860 |
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| 38,158 |
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| 142,210 |
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(a) | For the contributions related to the discretionary contribution of 0% to 3% of eligible earnings in excess of IRS limits, based on Adjusted EPS performance of |
(b) |
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(c) | The perquisite and other payments amounts are valued at the amount paid by, or the incremental cost to, the Company as follows: for |
Insurance amounts include premiums for personal excess liability insurance paid on a tax-protected basis and related tax gross-ups. Insurance amounts also include reimbursement for long-term disability insurance premiums in the amount of $1,843 for Ms. Mastin, Mr. Cai, Mr. East, and Ms. Jensen. |
Insurance amounts include premiums for personal excess liability insurance paid on a tax-protected basis and related tax gross-ups. Insurance amounts also include reimbursement for long-term disability insurance premiums in the following amounts, if elected by the NEO: for Mr. Owens: $1,879; for Ms. Mastin, $1,276; for Mr. Cai, $1,879; and for Ms. Campe, $1,792.
Amounts for charitable matching contributions and donations by the Company are given under a broad-based plan for all U.S. employees to match charitable contributions between $50 and $1,000 made to qualifying 501(c)(3) nonprofit organizations and a 50% match on all donations by NEOs to the United Way. Also includes amounts under the Company’s Executive Charitable Board Support program under which key managers (including all the NEOs in this Proxy Statement) are eligible to direct H.B. Fuller Company Foundation charitable contributions to qualifying 501(c)(3) nonprofit organizations where they are serving as board members.
(8) |
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(9) |
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(10) | Ms. |
H. B. FULLER | 2024 Proxy Statement 46
EXECUTIVE COMPENSATION
|
EXECUTIVE COMPENSATION
GRANTS OF PLAN-BASED AWARDS DURING FISCAL 20222023
The following table summarizes the grants of plan-based awards in fiscal year 20222023 for each of the NEOs in the “Summary Compensation Table.”. For more information on the terms of these awards, see “Fiscal 20222023 Short-Term Incentive Compensation” and “Fiscal 20222023 Long-Term Incentive Compensation” in the “Compensation Discussion and Analysis.”.
Estimated Future Payouts Under Non- Equity Incentive Plan Awards1 | Estimated Future Payouts Under Equity Incentive Plan Awards2 | All Other Stock Awards: Number of Shares of Stock | Option Awards: Number of Securities Underlying | Exercise or Base Price of Option | Grant Date Fair Value of Stock and Options | ||||||||||||||||||||||||||||||||||||||||
Name and Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Options (#)3 | Awards ($/Sh) | Awards ($)4 | ||||||||||||||||||||||||||||||||||
CELESTE B. MASTIN | |||||||||||||||||||||||||||||||||||||||||||||
STIP Award | 170,172 | 1,134,477 | 2,268,953 | ||||||||||||||||||||||||||||||||||||||||||
LTIP Award - PSUs | 1/24/2023 | 5,959 | 11,917 | 23,834 | 812,382 | ||||||||||||||||||||||||||||||||||||||||
LTIP Award - RSUs | 1/24/2023 | 11,918 | 5 | 812,450 | |||||||||||||||||||||||||||||||||||||||||
LTIP Award - NQSOs | 1/24/2023 | 72,261 | 68.17 | 1,615,756 | |||||||||||||||||||||||||||||||||||||||||
JOHN J. CORKREAN | |||||||||||||||||||||||||||||||||||||||||||||
STIP Award | 71,592 | 477,282 | 954,564 | ||||||||||||||||||||||||||||||||||||||||||
LTIP Award - PSUs | 1/24/2023 | 1,840 | 3,679 | 7,358 | 250,797 | ||||||||||||||||||||||||||||||||||||||||
LTIP Award - RSUs | 1/24/2023 | 3,680 | 5 | 250,866 | |||||||||||||||||||||||||||||||||||||||||
LTIP Award - NQSOs | 1/24/2023 | 22,312 | 68.17 | 498,896 | |||||||||||||||||||||||||||||||||||||||||
KEDCP | 3,410 | 6 | 243,516 | ||||||||||||||||||||||||||||||||||||||||||
ZHIWEI CAI | |||||||||||||||||||||||||||||||||||||||||||||
STIP Award | 60,264 | 401,762 | 803,525 | ||||||||||||||||||||||||||||||||||||||||||
LTIP Award - PSUs | 1/24/2023 | 1,087 | 2,174 | 4,348 | 148,202 | ||||||||||||||||||||||||||||||||||||||||
LTIP Award - RSUs | 1/24/2023 | 2,175 | 5 | 148,270 | |||||||||||||||||||||||||||||||||||||||||
Retention Award - RSUs | 1/24/2023 | 6,691 | 5 | 456,125 | |||||||||||||||||||||||||||||||||||||||||
LTIP Award - NQSOS | 1/24/2023 | 13,184 | 68.17 | 294,794 | |||||||||||||||||||||||||||||||||||||||||
KEDCP | 376 | 6 | 27,230 | ||||||||||||||||||||||||||||||||||||||||||
JAMES J. EAST | |||||||||||||||||||||||||||||||||||||||||||||
STIP Award | 52,401 | 349,342 | 698,685 | ||||||||||||||||||||||||||||||||||||||||||
LTIP Award - PSUs | 1/24/2023 | 1,087 | 2,174 | 4,348 | 148,202 | ||||||||||||||||||||||||||||||||||||||||
LTIP Award - RSUs | 1/24/2023 | 2,175 | 5 | 148,270 | |||||||||||||||||||||||||||||||||||||||||
LTIP Award - NQSOs | 1/24/2023 | 13,184 | 68.17 | 294,794 | |||||||||||||||||||||||||||||||||||||||||
KEDCP | 261 | 6 | 18,734 | ||||||||||||||||||||||||||||||||||||||||||
TRACI L. JENSEN | |||||||||||||||||||||||||||||||||||||||||||||
STIP Award | 52,309 | 348,726 | 697,452 | ||||||||||||||||||||||||||||||||||||||||||
Retention Award | 1/24/2023 | 500,000 | 7 | ||||||||||||||||||||||||||||||||||||||||||
LTIP Award - PSUs | 1/24/2023 | 1,087 | 2,174 | 4,348 | 148,202 | ||||||||||||||||||||||||||||||||||||||||
LTIP Award - RSUs | 1/24/2023 | 2,175 | 5 | 148,270 | |||||||||||||||||||||||||||||||||||||||||
LTIP Award - NQSOs | 1/24/2023 | 13,184 | 68.17 | 294,794 | |||||||||||||||||||||||||||||||||||||||||
H. B. FULLER | 2024 Proxy Statement 47
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| Estimated Future Payouts Under Non-Equity Incentive Plan Awards1 |
| Estimated Future Payouts Under Equity Incentive Plan Awards2 |
| All Other Stock Awards: Number of Shares of Stock |
| Option Awards: Number of Securities Underlying |
| Exercise or Base Price of Option |
| Grant Date Fair Value of Stock and Options | ||||||||||||||||||||||||||||
Name and Award Type | Grant Date |
| Threshold ($) |
| Target ($) |
| Maximum ($) |
| Threshold (#) |
| Target (#) |
| Maximum (#) |
| or Units (#) |
| Options (#)3 |
| Awards ($/Sh) |
| Awards ($)4 | |||||||||||||||||||||
JAMES J. OWENS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STIP Award |
|
|
|
| 232,048 |
|
|
| 1,546,988 |
|
|
| 3,093,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP Award - PSUs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,815 |
|
|
| 17,629 |
|
|
| 35,258 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,285,859 |
|
LTIP Award - RSUs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 17,629 | 5 |
|
|
|
|
|
|
|
|
|
| 1,285,859 |
|
LTIP Award - NQSOs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 121,535 |
|
|
| 72.94 |
|
|
| 2,546,887 |
|
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|
JOHN J. CORKREAN |
|
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|
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|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STIP Award |
|
|
|
| 64,868 |
|
|
| 432,452 |
|
|
| 864,904 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP Award - PSUs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,595 |
|
|
| 3,190 |
|
|
| 6,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 232,679 |
|
LTIP Award - RSUs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,191 | 5 |
|
|
|
|
|
|
|
|
|
| 232,752 |
|
LTIP Award - NQSOs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 21,997 |
|
|
| 72.94 |
|
|
| 460,969 |
|
KEDCP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,027 | 6 |
|
|
|
|
|
|
|
|
|
| 275,704 |
|
|
|
|
|
|
|
|
|
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|
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|
|
CELESTE B. MASTIN |
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STIP Award |
|
|
|
| 48,503 |
|
|
| 323,353 |
|
|
| 646,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP Award - PSUs |
| 4/7/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,861 |
|
|
| 3,722 |
|
|
| 7,444 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 251,421 |
|
LTIP Award - RSUs |
| 4/7/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,722 | 5 |
|
|
|
|
|
|
|
|
|
| 251,421 |
|
LTIP Award - NQSOS |
| 4/7/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 25,667 |
|
|
| 67.55 |
|
|
| 525,814 |
|
|
|
|
|
|
|
|
|
|
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|
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|
|
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|
ZHIWEI CAI |
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STIP Award |
|
|
|
| 54,186 |
|
|
| 361,240 |
|
|
| 722,479 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP Award - PSUs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,117 |
|
|
| 2,233 |
|
|
| 4,466 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 162,875 |
|
LTIP Award - RSUs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,234 | 5 |
|
|
|
|
|
|
|
|
|
| 162,948 |
|
LTIP Award - NQSOs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 15,398 |
|
|
| 72.94 |
|
|
| 322,680 |
|
KEDCP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 558 | 6 |
|
|
|
|
|
|
|
|
|
| 38,346 |
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
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|
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|
|
|
HEATHER A. CAMPE |
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
STIP Award |
|
|
|
| 35,714 |
|
|
| 238,094 |
|
|
| 476,188 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LTIP Award - PSUs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 844 |
|
|
| 1,687 |
|
|
| 3,374 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 123,050 |
|
LTIP Award - RSUs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,688 | 5 |
|
|
|
|
|
|
|
|
|
| 123,123 |
|
LTIP Award - NQSOs |
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 11,636 |
|
|
| 72.94 |
|
|
| 243,844 |
|
KEDCP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 728 | 6 |
|
|
|
|
|
|
|
|
|
| 51,329 |
|
|
|
|
|
|
|
|
|
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|
|
EXECUTIVE COMPENSATION
(1) | The amounts shown in these columns represent the opportunity under our STIP for fiscal year |
(2) | For all NEOs, the PSU awards were granted under the 2020 Incentive Plan and cliff vest in three years from the date of grant based upon ROIC performance. For all grants, if performance is less than threshold (target ROIC less 2%), the PSUs will vest with a value of |
(3) | The NQSOs are granted under the 2020 Master Incentive Plan and become exercisable at the rate of |
(4) | The grant date fair value of RSU and PSU awards is calculated by multiplying the number of units for RSUs, and the target number of units for PSUs, by the closing price of our common stock on the date of grant. The Black-Scholes option pricing method was used to estimate the grant date fair value of the options in this column. The assumptions used to develop the grant date valuations for the options are as follows: risk free rate of return of |
(5) | The LTIP Award - RSUs were granted under the 2020 Incentive Plan. The RSUs vest in three annual installments (33%, 33%, and 34%) beginning on the first anniversary date of the grant. Under the 2020 Incentive Plan, dividends on RSUs are accrued by H.B. Fuller at the same rate as payable to all H.B. Fuller shareholders and are paid in shares when the RSUs vest. The RSUs become immediately vested in the event of death or disability. The fair value of the RSUs is |
|
EXECUTIVE COMPENSATION
calculated by multiplying the number of units of RSUs by the closing price of our common stock on the date of grant. The value of accrued dividends is included in the “Summary Compensation Table” in the “All Other Compensation” column. For Mr. Cai, the retention award is a one-time grant of RSUs that will cliff-vest on January 24, 2025 subject to Mr. Cai remaining employed by the Company until the vesting date. There are no provisions for accelerated vesting of the units upon an earlier retirement. See "Analysis of Fiscal 2023 Base Salaries, Retention Awards, and Incentive Targets." |
(6) | The KEDCP allows NEOs to defer of a portion of their annual base salary and/or any annual short-term incentive payment. If |
(7) | This retention award is payable within 60 days of December 4, 2024 conditioned on |
H. B. FULLER | 2024 Proxy Statement 48
EXECUTIVE COMPENSATION
OUTSTANDING EQUITY AWARDS AT FISCAL 20222023 YEAR-END
The following table summarizes the outstanding equity awards as of December 3, 20222, 2023 for each of the named executive officers in the “Summary Compensation Table”Table.”
Option Awards | ||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable1 | Number of Securities Underlying Unexercised Options (#) Unexercisable1 | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)2 | Market Value of Shares or Units of Stock That Have Not Vested ($)3 | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)4 | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)3 | ||||||||||
CELESTE B. MASTIN | 4/7/2022 | 8,470 | 17,197 | 67.55 | 4/7/2032 | |||||||||||||||
1/24/2023 | — | 72,261 | 68.17 | 1/24/2033 | ||||||||||||||||
4/7/2022 | 2,546 | 195,762 | ||||||||||||||||||
4/7/2022 | 7,598 | 584,210 | ||||||||||||||||||
1/24/2023 | 12,059 | 927,217 | ||||||||||||||||||
1/24/2023 | 24,116 | 1,854,279 | ||||||||||||||||||
JOHN J. CORKREAN | 5/17/2016 | 16,672 | — | 43.48 | 5/17/2026 | |||||||||||||||
1/26/2017 | 23,696 | — | 50.10 | 1/26/2027 | ||||||||||||||||
1/25/2018 | 21,834 | — | 53.57 | 1/25/2028 | ||||||||||||||||
1/24/2019 | 41,208 | — | 45.05 | 1/24/2029 | ||||||||||||||||
1/24/2020 | 48,309 | — | 48.35 | 1/24/2030 | ||||||||||||||||
1/27/2021 | 25,328 | 13,048 | 51.89 | 1/27/2031 | ||||||||||||||||
1/24/2022 | 7,259 | 14,738 | 72.94 | 1/24/2032 | ||||||||||||||||
1/24/2023 | — | 22,312 | 68.17 | 1/24/2033 | ||||||||||||||||
1/27/2021 | 1,714 | 131,789 | ||||||||||||||||||
1/27/2021 | 6,044 | 464,723 | ||||||||||||||||||
1/24/2022 | 2,188 | 168,235 | ||||||||||||||||||
1/24/2022 | 6,528 | 501,938 | ||||||||||||||||||
1/24/2023 | 3,724 | 286,338 | ||||||||||||||||||
1/24/2023 | 7,446 | 572,523 | ||||||||||||||||||
ZHIWEI CAI | 1/26/2017 | 13,033 | — | 50.10 | 1/26/2027 | |||||||||||||||
1/25/2018 | 16,375 | — | 53.57 | 1/25/2028 | ||||||||||||||||
1/24/2019 | 27,472 | — | 45.05 | 1/24/2029 | ||||||||||||||||
1/24/2020 | 28,985 | — | 48.35 | 1/24/2030 | ||||||||||||||||
1/27/2021 | 16,876 | 8,695 | 51.89 | 1/27/2031 | ||||||||||||||||
1/24/2022 | 5,081 | 10,317 | 72.94 | 1/24/2032 | ||||||||||||||||
1/24/2023 | — | 13,184 | 68.17 | 1/24/2033 | ||||||||||||||||
1/27/2021 | 1,142 | 87,808 | ||||||||||||||||||
1/27/2021 | 4,028 | 309,713 | ||||||||||||||||||
1/24/2022 | 1,532 | 117,795 | ||||||||||||||||||
1/24/2022 | 4,568 | 351,234 | ||||||||||||||||||
1/24/2023 | 6,770 | 520,545 | ||||||||||||||||||
1/24/2023 | 4,400 | 338,316 | ||||||||||||||||||
1/24/2023 | 2,201 | 169,235 | ||||||||||||||||||
JAMES J. EAST | 1/24/2020 | 7,935 | — | 48.35 | 1/24/2030 | |||||||||||||||
1/27/2021 | 4,018 | 2,070 | 51.89 | 1/27/2031 | ||||||||||||||||
1/24/2022 | 3,839 | 7,797 | 72.94 | 1/24/2032 | ||||||||||||||||
1/24/2023 | — | 13,184 | 68.17 | 1/24/2033 | ||||||||||||||||
1/27/2021 | 272 | 20,914 | ||||||||||||||||||
1/27/2021 | 958 | 73,661 | ||||||||||||||||||
1/24/2022 | 1,157 | 88,962 | ||||||||||||||||||
1/24/2022 | 3,452 | 265,424 | ||||||||||||||||||
1/24/2023 | 2,201 | 169,235 | ||||||||||||||||||
1/24/2023 | 4,400 | 338,316 | ||||||||||||||||||
TRACI L. JENSEN | 1/19/2016 | 29,832 | — | 33.38 | 1/19/2026 | |||||||||||||||
1/26/2017 | 23,696 | — | 50.10 | 1/26/2027 | ||||||||||||||||
1/25/2018 | 21,834 | — | 53.57 | 1/25/2028 | ||||||||||||||||
1/24/2019 | 27,472 | — | 45.05 | 1/24/2029 | ||||||||||||||||
1/24/2020 | 14,492 | — | 48.35 | 1/24/2030 | ||||||||||||||||
1/27/2021 | 7,914 | 4,078 | 51.89 | 1/27/2031 | ||||||||||||||||
1/24/2022 | 2,722 | 5,527 | 72.94 | 1/24/2032 | ||||||||||||||||
1/24/2023 | — | 13,184 | 68.17 | 1/24/2033 | ||||||||||||||||
1/27/2021 | 535 | 41,136 | ||||||||||||||||||
1/27/2021 | 1,888 | 145,168 | ||||||||||||||||||
1/24/2022 | 821 | 63,127 | ||||||||||||||||||
1/24/2022 | 2,448 | 188,227 | ||||||||||||||||||
1/24/2023 | 2,201 | 169,235 | ||||||||||||||||||
1/24/2023 | 4,400 | 338,316 | ||||||||||||||||||
H. B. FULLER | 2024 Proxy Statement 49
|
|
|
|
|
| Option Awards |
|
| |||||||||||||||||||||||||||||||
Name |
| Grant Date |
| Number of Securities Underlying Unexercised Options (#) Exercisable1 |
| Number of Securities Underlying Unexercised Options (#) Unexercisable1 |
|
| Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)2 |
|
|
| Option Exercise Price ($) |
|
| Option Expiration Date |
| Number of Shares or Units of Stock That Have Not Vested (#)3 |
| Market Value of Shares or Units of Stock That Have Not Vested ($)4 |
| Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)5 |
| Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)4 | |||||||||||||||
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|
|
JAMES J. OWENS |
|
| 1/22/2015 |
|
|
| 112,727 |
|
|
| — |
|
|
|
|
|
|
| 41.00 |
|
|
| 1/22/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/19/2016 |
|
|
| 182,039 |
|
|
| — |
|
|
|
|
|
|
| 33.38 |
|
|
| 1/19/2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/26/2017 |
|
|
| 151,826 |
|
|
| — |
|
|
|
|
|
|
| 50.10 |
|
|
| 1/26/2027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/25/2018 |
|
|
| 146,887 |
|
|
| — |
|
|
|
|
|
|
| 53.57 |
|
|
| 1/25/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2019 |
|
|
| 226,403 |
|
|
| — |
|
|
|
|
|
|
| 45.05 |
|
|
| 1/24/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
| 157,655 |
|
|
| 81,217 |
|
|
|
|
|
|
| 48.35 |
|
|
| 1/24/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
| 62,003 |
|
|
| 125,886 |
|
|
|
|
|
|
| 51.89 |
|
|
| 1/27/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
| — |
|
|
|
|
|
|
| 140,976 |
|
|
| 51.89 |
|
|
| 1/27/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2022 |
|
|
| — |
|
|
| 121,535 |
|
|
|
|
|
|
| 72.94 |
|
|
| 1/24/2032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 8,323 |
|
|
| 668,587 |
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 5,201 |
|
|
| 417,796 |
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 16,335 |
|
|
| 1,312,191 |
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 24,112 |
|
|
| 1,936,917 |
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 28,727 |
|
|
| 2,307,640 |
|
|
|
|
|
|
|
|
|
|
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 17,824 |
|
|
| 1,431,802 |
|
|
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 17,824 |
|
|
| 1,431,802 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JOHN J. CORKREAN |
|
| 5/17/2016 |
|
|
| 16,672 |
|
|
| — |
|
|
|
|
|
|
| 43.48 |
|
|
| 5/17/2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/26/2017 |
|
|
| 23,696 |
|
|
| — |
|
|
|
|
|
|
| 50.10 |
|
|
| 1/26/2027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/25/2018 |
|
|
| 21,834 |
|
|
| — |
|
|
|
|
|
|
| 53.57 |
|
|
| 1/25/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2019 |
|
|
| 41,208 |
|
|
| — |
|
|
|
|
|
|
| 45.05 |
|
|
| 1/24/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
| 31,883 |
|
|
| 16,426 |
|
|
|
|
|
|
| 48.35 |
|
|
| 1/24/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
| 12,664 |
|
|
| 25,712 |
|
|
|
|
|
|
| 51.89 |
|
|
| 1/27/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2022 |
|
|
| — |
|
|
| 21,997 |
|
|
|
|
|
|
| 72.94 |
|
|
| 1/24/2032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,744 |
|
|
| 140,096 |
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,090 |
|
|
| 87,560 |
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,337 |
|
|
| 268,061 |
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4,928 |
|
|
| 395,866 |
|
|
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,226 |
|
|
| 259,145 |
|
|
|
|
|
|
|
|
|
|
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,225 |
|
|
| 259,064 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CELESTE B. MASTIN |
|
| 4/7/2022 |
|
|
| — |
|
|
| 25,667 |
|
|
|
|
|
|
| 67.55 |
|
|
| 4/7/2032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4/7/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,754 |
|
|
| 301,559 |
|
|
|
|
|
|
|
|
|
|
| 4/7/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,754 |
|
|
| 301,559 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ZHIWEI CAI |
|
| 1/26/2017 |
|
|
| 13,033 |
|
|
| — |
|
|
|
|
|
|
| 50.10 |
|
|
| 1/26/2027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/25/2018 |
|
|
| 16,375 |
|
|
| — |
|
|
|
|
|
|
| 53.57 |
|
|
| 1/25/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2019 |
|
|
| 27,472 |
|
|
| — |
|
|
|
|
|
|
| 45.05 |
|
|
| 1/24/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
| 19,130 |
|
|
| 9,855 |
|
|
|
|
|
|
| 48.35 |
|
|
| 1/24/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
| 8,438 |
|
|
| 17,133 |
|
|
|
|
|
|
| 51.89 |
|
|
| 1/27/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2022 |
|
|
| — |
|
|
| 15,398 |
|
|
|
|
|
|
| 72.94 |
|
|
| 1/24/2032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,047 |
|
|
| 84,106 |
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 653 |
|
|
| 52,455 |
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,224 |
|
|
| 178,654 |
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 3,284 |
|
|
| 263,804 |
|
|
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,259 |
|
|
| 181,465 |
|
|
|
|
|
|
|
|
|
|
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,258 |
|
|
| 181,385 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HEATHER A. CAMPE |
|
| 1/26/2017 |
|
|
| 23,696 |
|
|
| — |
|
|
|
|
|
|
| 50.10 |
|
|
| 1/26/2027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/25/2018 |
|
|
| 21,834 |
|
|
| — |
|
|
|
|
|
|
| 53.57 |
|
|
| 1/25/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2019 |
|
|
| 4,000 |
|
|
| — |
|
|
|
|
|
|
| 45.05 |
|
|
| 1/24/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
| 16,866 |
|
|
| 8,689 |
|
|
|
|
|
|
| 48.35 |
|
|
| 1/24/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
| 6,441 |
|
|
| 13,079 |
|
|
|
|
|
|
| 51.89 |
|
|
| 1/27/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2022 |
|
|
| — |
|
|
| 11,636 |
|
|
|
|
|
|
| 72.94 |
|
|
| 1/24/2032 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 923 |
|
|
| 74,145 |
|
|
|
|
|
|
|
|
|
|
| 1/24/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 576 |
|
|
| 46,270 |
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,698 |
|
|
| 136,400 |
|
|
|
|
|
|
|
|
|
|
| 1/27/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 2,507 |
|
|
| 201,387 |
|
|
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,707 |
|
|
| 137,123 |
|
|
|
|
|
|
|
|
|
|
| 1/24/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 1,706 |
|
|
| 137,043 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EXECUTIVE COMPENSATION
(1) | NQSOs generally vest in three |
|
EXECUTIVE COMPENSATION
(2) |
|
| RSUs generally vest in three |
| The market value is based on the closing price on December |
| Awards of stock units to NEOs are generally 50% RSUs and 50% PSUs. |
OPTION EXERCISES AND STOCK VESTED—VESTED—FISCAL YEAR 20222023
The following table summarizes the number of options exercised and shares of restricted stock vested during fiscal year 20222023 for each of the NEOs in the “Summary Compensation TableTable.”.
|
| Option Awards |
| Stock Awards | Option Awards | Stock Awards | ||||||||||||||||||||||||||
Name |
| Number of Shares Acquired on Exercise (#) |
| Value Realized on Exercise ($)1 |
| Number of Shares Acquired on Vesting (#) |
| Value Realized on Vesting ($)2 | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)1 | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)2 | ||||||||||||||||||||
James J. Owens |
|
| 159,758 |
|
|
| 3,714,444 |
|
|
| 29,784 |
|
|
| 2,157,965 |
| ||||||||||||||||
Celeste B. Mastin | — | — | 1,241 | 79,548 | ||||||||||||||||||||||||||||
John J. Corkrean |
|
| — |
|
|
| — |
|
|
| 5,865 |
|
|
| 424,837 |
| — | — | 5,541 | 378,009 | ||||||||||||
Celeste B. Mastin |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
| ||||||||||||||||
Zhiwei Cai |
|
| 2,746 |
|
|
| 63,128 |
|
|
| 3,729 |
|
|
| 270,024 |
| — | — | 3,540 | 241,508 | ||||||||||||
Heather A. Campe |
|
| 30,795 |
|
|
| 842,418 |
|
|
| 14,896 |
|
|
| 999,793 |
| ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
James J. East | — | — | 1,289 | 87,916 | ||||||||||||||||||||||||||||
Traci L. Jensen | 22,789 | 694,347 | 1,762 | 120,203 |
(1) | The value realized on the exercise of options is the market price of a share of H.B. Fuller common stock at the time of exercise less the exercise price, multiplied by the number of shares exercised. |
(2) | The value realized on the vesting of stock awards is the closing market price of a share of H.B. Fuller common stock on the date of |
|
|
H. B. FULLER | 2024 Proxy Statement 50
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
NONQUALIFIED DEFERRED COMPENSATION—COMPENSATION—FISCAL YEAR 20222023
The following table summarizes information with respect to the participation of the NEOs in our nonqualified deferred compensation plans – the KEDCP and DC Restoration Plan. The Company makes a 1% non-discretionary contribution to the DC Restoration Plan and there is an opportunity for a discretionary contribution of 0% to 3% of eligible earnings in excess of IRS limits, based on EPS performance. For fiscal year 2022, the2023, no discretionary contribution was 0.381% of eligible earningsmade based on Adjusted EPS of $4.00.$3.87. The Company also makes a 4% matching contribution to the DC Restoration Plan in excess of IRS limits and a contribution of 7% of eligible earnings. Participation in the KEDCP is voluntary.
Name |
| Plan Name |
| Executive Contributions in Last FY ($)1 |
| Registrant Contributions in Last FY ($)2 |
| Aggregate Earnings in Last FY ($) |
| Aggregate Withdrawals /Distributions ($) |
| Aggregate Balance at Last FYE ($)3 | Plan Name | Executive Contributions in Last FY ($)1 | Registrant Contributions in Last FY ($)2 | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals /Distributions ($) | Aggregate Balance at Last FYE ($)3 | ||||||||||||||||||||||||||
James J. Owens |
| DC Restoration Plan |
|
| - |
|
|
| 399,125 |
|
|
| 131,061 |
|
|
| - |
|
|
| 3,537,193 |
| ||||||||||||||||||||||
Celeste B. Mastin | DC Restoration Plan | - | 137,010 | - | - | 137,010 | ||||||||||||||||||||||||||||||||||||||
John J. Corkrean |
| KEDCP |
|
| 240,875 |
|
|
| 24,088 |
|
|
| 107,366 |
|
|
| - |
|
|
| 1,054,440 |
| KEDCP | 269,673 | 26,967 | 9,279 | - | 1,360,359 | ||||||||||||||||
|
| DC Restoration Plan |
|
| - |
|
|
| 114,489 |
|
|
| 17,775 |
|
|
| - |
|
|
| 548,770 |
| DC Restoration Plan | - | 100,255 | 42,527 | - | 691,552 | ||||||||||||||||
Celeste B. Mastin |
| DC Restoration Plan |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| ||||||||||||||||||||||
Zhiwei Cai |
| KEDCP |
|
| 598,529 |
|
|
| 4,489 |
|
|
| (209,787) |
|
|
| - |
|
|
| 3,233,272 |
| KEDCP | 466,919 | 3,502 | 346,248 | - | 4,049,941 | ||||||||||||||||
|
| DC Restoration Plan |
|
| - |
|
|
| 88,243 |
|
|
| 16,888 |
|
|
| - |
|
|
| 494,372 |
| DC Restoration Plan | - | 73,372 | 38,365 | - | 606,379 | ||||||||||||||||
Heather A. Campe |
| KEDCP |
|
| 45,754 |
|
|
| 4,575 |
|
|
| 25,245 |
|
|
| - |
|
|
| 261,187 |
| ||||||||||||||||||||||
James J. East | KEDCP | 141,003 | 4,230 | 29,951 | (3,499 | ) | 657,083 | |||||||||||||||||||||||||||||||||||||
|
| DC Restoration Plan |
|
| - |
|
|
| 72,842 |
|
|
| 23,037 |
|
|
| - |
|
|
| 629,423 |
| DC Restoration Plan | - | 78,865 | 16,800 | - | 308,766 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
Traci L. Jensen | DC Restoration Plan | - | 68,790 | 77,941 | - | 1,089,750 |
(1) | Only Mr. Corkrean, Mr. Cai, and |
(2) | The amount in this column related to the KEDCP is also included in the “Stock Awards” column of the “Summary Compensation Table” and includes the Company’s 10% match under the KEDCP for any amounts deferred into the Company stock account. The Company contributions under the DC Restoration Plan are also included in the “All Other Compensation” column of the “Summary Compensation |
(3) | Of the totals in this column, the table below sets forth amounts that were previously reported as compensation to the relevant NEOs in our “Summary Compensation Table” for previous years for the KEDCP and for the DC Restoration Plan. |
Name | Plan Name | Amount previously reported as compensation to the named executive officer in our Summary Compensation Table for previous years |
|
|
| |||||
| Celeste B. Mastin | DC Restoration Plan |
| ||||
John J. Corkrean | KEDCP | 860,316 | |||||
DC Restoration Plan | 548,770 | ||||||
Zhiwei Cai | KEDCP | 1,772,342 | |||||
DC Restoration Plan |
| 334,350 | |||||
James J. East | KEDCP | - | |||||
DC Restoration Plan | - | ||||||
Traci L. Jensen | DC Restoration Plan | 575,725 |
416,506
Celeste B. Mastin
DC Restoration Plan
-
Zhiwei Cai
KEDCP
1,307,440
DC Restoration Plan
229,219
Heather A. Campe
KEDCP
-
DC Restoration Plan
230,862
(a) | Amounts for the DC Restoration Plan also include earnings from previous fiscal years, which are not reported in the “Summary Compensation Table” in previous years. |
Key Employee Deferred Compensation Plan. The KEDCP is a nonqualified deferred compensation plan that allows deferral of salary or short-term incentive awards on a pre-tax basis. Executive officers may defer up to 80% of their base salary or up to 100% of their short-term incentive award. The plan is unfunded and does not protect the executive from insolvency of the Company.
H. B. FULLER | 2024 Proxy Statement 51
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
Amounts deferred under the KEDCP are credited with earnings and investment gains and losses by assuming that deferred amounts were invested in one or more hypothetical investment options selected by the executive. Executive officers can change their investment elections at any time.time, except for investments in the Company stock fund, which can be changed annually. The one-year rates of return for such investments for fiscal 20222023 are as follows:
PIMCO VIT Total Return AC | -14.82% | Goldman VIT MidCap Value | -4.72% |
PIMCO VIT Real Return AC | -12.13% | Fidelity VIP MidCap SC | -11.21% |
Fidelity VIP Equity-Income SC | 0.19% | T. Rowe Price MidCap Growth II | -21.21% |
T. Rowe Price Equity Income II | 1.84% | Royce Micro-Cap IC | -20.39% |
BNY Mellon Stock Index | -14.18% | Lincoln VIPT Baron Growth Opportunities SC | -21.15% |
Fidelity VIP Contrafund SC | -24.48% | Morgan Stanley VIF US Real Estate Portfolio | -19.51% |
Invesco V.I. Capital Appreciation | -29.65% | Invesco V.I. Global Securities VA Non-SS | -31.17% |
Janus Henderson Forty Fund | -33.95% | BNY Mellon Variable Investment, Appreciation | -15.92% |
Janus Aspen Overseas Portfolio | -6.93% | Fidelity VIP Growth | -23.35% |
H.B. Fuller Company stock | 10.78% |
|
|
BNY Mellon Stock Index | 16.12% | Janus Aspen Overseas Portfolio | 6.50% | ||||
BNY Mellon Variable Investment, Appreciation | 15.22% | Janus Forty Portfolio | 30.46% | ||||
Fidelity VIP Equity-Income | 2.16% | LVIP Baron Growth Opportunities Fund | 5.79% | ||||
Fidelity VIP Growth | 25.72% | Morgan Stanley VIF U.S. Real Estate Portfolio | 1.14% | ||||
Fidelity VIP II Contrafund | 24.16% | PIMCO VIT Real Return Portfolio | 1.77% | ||||
Fidelity VIP III Midcap SC | 3.27% | PIMCO VIT Total Return Fund | 2.48% | ||||
Goldman Sachs VIT Mic Cap Value | 0.52% | Royce Capital Fund Royce Micro-Cap | 4.47% | ||||
H.B. Fuller Company Stock | -4.76% | T Rowe Price Equity Income Portfolio II | 0.12% | ||||
Invesco V.I. Capital Appreciation Fund | 24.61% | T Rowe Price Mid-Cap Growth Portfolio II | 8.29% | ||||
Invesco V.I. Global Fund | 25.14% |
Participants who invest in the Company stock fund are eligible to receive a 10% match in Company stock. The value of the matching contributions received, if any, is disclosed in the “Summary CompensationTable” in this Proxy Statement. During fiscal year 2022,2023, only Mr. Corkrean, Mr. Cai, and Ms. CampeMr. East made contributions to this plan. In addition, the Compensation Committee may make discretionary contributions to a participant’s Company stock account under this plan. For fiscal year 2022,2023, no discretionary contributions were made to any of the NEOs. Balances in the plan reflect amounts that have accumulated over time.
Executive officers are always 100% vested in their KEDCP account and are entitled to receive a distribution from their account under the following circumstances: separation from service, death, disability, age 65, date elected, or unforeseeable emergency that results in severe financial hardship that is consistent with the meaning of that term under section 409A of the Internal Revenue Code. Distributions are made in either a lump sum or, if previously elected by the executive officer, up to 11 annual installments. Distributions from the Company stock account will be in the form of stock and all other amounts will be distributed in cash.
Defined Contribution Restoration Plan. The DC Restoration Plan is a non-qualified unfunded retirement plan that is intended to provide for retirement benefits above amounts available under H.B. Fuller’s tax-qualified retirement plans. Participants in this plan receive annual credits in a bookkeeping account that is hypothetical in nature. Following are the four component accounts in the plan:
● | 4% restoration plan match credit provides a contribution of 4% of eligible pay in excess of the IRS annual compensation limit if the participant defers the maximum allowed contribution under the H.B. Fuller Company 401(k) & Retirement Plan. Participants are immediately 100% vested in the value of the match restoration contribution. |
● | 1% “restoration non-elective” credit provides a contribution of 1% of eligible pay in excess of the IRS annual compensation limit. |
● | The potential for 0-3% of eligible pay in excess of the IRS annual compensation limit |
● |
|
|
|
|
|
Interest on contributions is based on the daily Wall Street Journal prime rate when credited. Upon termination, the vested balance is paid in a lump sum approximately 90 days after the end of the sixth month after termination. Upon death or disability, the vested balance is paid in a lump sum approximately 90 days after date of death or after becoming totally disabled as defined by the plan.
Contributions made on behalf of NEOs under the DC Restoration Plan are disclosed in the “Summary Compensation Table”Table” in this Proxy Statement.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL
In General
The Company has certain arrangements, policies, and practices covering the NEOs in this Proxy Statement that require it to provide compensation in the event of certain types of terminations, including certain terminations due to a change-in-control of the Company.
|
EXECUTIVE COMPENSATION
The information set forth below describes amounts that the Company would pay or provide to aan NEO or his or hertheir beneficiaries in each of the following situations: voluntary termination, involuntary for cause termination, involuntary not for cause termination or good reason termination, involuntary (not for cause) or good reason termination after a change-in-control, death, disability, and retirement. The estimated amounts payable are calculated as if the termination occurred on the last business day of the fiscal year, December 2, 2022,2023, using the closing share price from the last business day of the fiscal year.
H. B. FULLER | 2024 Proxy Statement 52
EXECUTIVE COMPENSATION
We have not included payments or benefits that are fully disclosed in the “Nonqualified Deferred Compensation Table” in this Proxy Statement, unless such payment is enhanced or its vesting or other provisions are accelerated. We have also not included information or payments related to contracts, agreements, plans, or arrangements to the extent that they do not discriminate in scope, term, or operation in favor of the NEOs and that are available generally to all salaried employees. We call these benefits “general benefits” and they include:
● | Accrued Vacation Pay |
● |
|
● |
|
● |
|
|
|
Voluntary Termination
In the event of a voluntary termination as of the last business day of the fiscal year, the Company is not obligated to provide any enhanced benefits or accelerate vesting of any existing benefits of aan NEO unless the NEO is retirement eligible. For all long-term incentive awards, retirement eligibility is defined as 55 years of age and 10 years of service. If aan NEO is retirement eligible, stock options immediately vest upon retirement and RSUs and PSUs continue to vest pursuant to the terms of the award. However, if aan NEO does not remain employed for 180 days from the grant date, the award is forfeited regardless of retirement eligibility.
Retirement
In the event of a retirement as of the last business day of the fiscal year, stock options immediately vest and RSUs and PSUs continue to vest pursuant to the terms of the award. Retirement eligibility is defined as 55 years of age and 10 years of service. If aan NEO does not remain employed for 180 days from the grant date, the award is forfeited regardless of retirement eligibility.
Involuntary For Cause Termination
In the event of an involuntary for cause termination as of the last business day of the fiscal year, the Company is not obligated to provide any enhanced benefits or accelerate vesting of any existing benefits of aan NEO. Under our long-term incentive award agreements, “cause” means any act by the NEO that is materially inimical to the best interests of the Company and that constitutes common law fraud, a felony, or other gross malfeasance of duty on the part of the Participant. In such a termination, all stock awards are forfeited.
Involuntary Not For Cause Termination or Good Reason Termination
In the event of an involuntary not for cause termination or a good reason termination as of the last business day of the fiscal year, aan NEO’s compensation would be affected as follows.
We have a severance arrangement with each of the NEOs. If the NEO’s employment with the Company is involuntarily terminated at the initiative of the Company for any reason other than cause or disability or at the initiative of the executive for good reason and such termination does not occur during the protected period of a change-in-control, then the executive officer is entitled to receive certain severance benefits. Good reason means a material reduction of the executive officer’s base salary, material diminution in the executive officer’s authority and duties, or a required change of the executive officer’s principal work location of 50 miles or more. Protected period means the 24-month period immediately following each change-in-control. To receive severance, the executive officer must sign a release of claims in favor of the Company and be in compliance with the terms of the executive severance agreement, including, where permitted by local law, that
|
EXECUTIVE COMPENSATION
the executive officer must agree not to compete with the Company or solicit customers or employees of the Company for two years after termination of employment. The severance benefit consists of the following:
● | A severance payment equal to one time (two times for the CEO) base salary plus target bonus, payable over the 12 months (24 months for the CEO) following termination. Any amount of this severance payment over the lesser of (a) |
H. B. FULLER | 2024 Proxy Statement 53
● | The executive is entitled to medical and dental insurance over 12 months (18 months for the |
● |
|
|
|
Benefits under the DC Restoration Plan are not accelerated or automatically vested upon involuntary not for cause termination or good reason termination.
Involuntary (Not for Cause) Termination or Good Reason Termination after a Change-in-Control
We have entered into a change-in-control agreement with each of the NEOs. The initial three-year term of these agreements automatically extends for an additional year on each subsequent anniversary of the agreement unless our Board of Directors gives notice of non-renewal prior to an anniversary date. A protected period of 24 months follows each change-in-control of H.B. Fuller under the terms of these agreements. If during this protected period, the executive officer is terminated by the Company for any reason other than cause or disability, or the executive officer terminates his or her employment for good reason (including demotion, pay cut or certain relocations), the executive officer is entitled to receive a lump sum payment from us. The payment consists of the following:
● | The executive will receive a target STIP payment prorated to the date of the termination without application of any denial provisions based on unsatisfactory personal performance or any other reason. |
● |
|
● | A |
● |
|
|
|
The Company does not include a tax gross-up provision for change-in-control agreements entered into starting in mid-fiscal year 2018 (for Ms. Mastin)Mastin and Mr. East). The Company instead references a best of net provision whereby the individual is responsible for any excise tax, or the benefit is reduced to not trigger an excise tax. The Company would calculate both scenario estimates and the individual would receive the provision with the highest after-tax benefit estimate. For Mr. Owens, Mr. Corkrean, Mr. Cai, and Ms. Campe,Jensen, who entered into change-in-control agreements before fiscal year 2018, in the event severance payments are made to NEOs due to a change-in-control and if they are subject to an excise tax imposed by Section 280G of the Internal Revenue Code, where the 280G parachute value does not exceed 330% of the executive’s base amount, we will reduce the payments and benefits. Under these circumstances, the payments and benefits will be reduced so that the amount of the payments equals 299% of the base amount, which is the maximum amount that can be paid without imposition of an excise tax. If the payments and benefits are subject to an excise tax, where the 280G parachute value exceeds 330% of the executive’s base amount, we have agreed to reimburse the executive for the excise tax and for any taxes imposed upon the reimbursement. This is typically called a “gross-up”.“gross-up.” The effects of the Internal Revenue Code are unpredictable and executive officers may have very different and unexpected effects based on their own compensation history. Therefore, these payments are intended to place an executive officer in the same position that they would have been in had they received the payments for reasons other than a change-in-control. The payments are not meant to pay regular income tax payments for an executive officer.
We have other compensatory arrangements with our NEOs that will be affected by a change-in-control. The DC Restoration Plan provides that if within two years after a change-in-control, we terminate aan NEO’s employment without cause or the NEO terminates his
|
EXECUTIVE COMPENSATION
or her employment for good reason (as defined in this plan), then three years shall be added to the participant’s years of credited service for purposes of determining benefits under the plan.
In addition, in the event of a change-in-control, all RSUs and any unvested stock options outstanding under our stock incentive plans immediately vest in full. For PSU grants, and for Mr. Owens’ 2021 grant of performance stock options, if termination under a change-in-control occurs during the performance period, the participant is entitled to vesting based on, and assuming that, performance would have been achieved at the target level. For any executive equity grant agreements beginning mid-fiscal year 2018, a double trigger will be required prior to accelerated equity vesting. This means that there must be a change-in-control of the Company and a termination of employment (or a material change to the NEO’s terms of employment (such as demotion, reduction in compensation, or required relocation)) for vesting to accelerate.
H. B. FULLER | 2024 Proxy Statement 54
EXECUTIVE COMPENSATION
Payments upon Death or Disability
In the event of a death or disability as of the last business day of the fiscal year, aan NEO’s compensation would be affected as follows:
● | Stock options and RSUs would vest at death and at disability. For PSU grants, if death or disability occurs during the performance period, the participant is entitled to vesting based on, and |
● | Benefits under the DC Restoration Plan would vest at death or |
|
|
H. B. FULLER | 2024 Proxy Statement 55
|
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
EXECUTIVE BENEFIT AND PAYMENTS UPON TERMINATION—TERMINATION—FISCAL YEAR 20222023
The following table shows potential estimated payments to the NEOs in this Proxy Statement upon (1) voluntary termination or retirement, (2) involuntary (not for cause) or good reason termination, (3) involuntary (not for cause) or good reason termination after a change-in-control, and (4) death or disability. The table assumes that the termination was effective on the last business day of the fiscal year and contains estimates of amounts that would be paid to the NEOs upon termination in addition to the base salary and short-term incentive earned by the executives during the fiscal year. Actual amounts payable to any NEO would only be determined after an actual event of termination.
Name | Voluntary Termination or Retirement ($) | Involuntary Not For Cause or Good Reason ($) | Payments upon Involuntary (not for cause) or Good Reason Termination after a Change- in-Control ($) | Death or Disability ($) | ||||||||||||
Celeste B. Mastin | - | 4,235,769 | 9,598,555 | 3,232,017 | ||||||||||||
John J. Corkrean | - | 1,123,846 | 7,554,467 | 2,089,872 | ||||||||||||
Zhiwei Cai | 373,092 | 1,024,406 | 6,992,547 | 1,871,444 | ||||||||||||
James J. East | 197,513 | 893,846 | 3,486,449 | 839,911 | ||||||||||||
Traci L. Jensen | 238,746 | 883,821 | 3,356,797 | 896,526 |
H. B. FULLER | 2024 Proxy Statement 56
Name |
| Voluntary Termination or Retirement ($) |
| Involuntary Not For Cause or Good Reason ($) |
| Payments upon Involuntary (not for cause) or Good Reason Termination after a Change- in-Control ($) |
| Death or Disability ($) | ||||||||
James J. Owens |
|
| 4,373,6501 |
|
|
| n/a1 |
|
|
| n/a1 |
|
|
| n/a1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John J. Corkrean |
|
| - |
|
|
| 1,058,185 |
|
|
| 8,051,877 |
|
|
| 2,884,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Celeste B. Mastin |
|
| - |
|
|
| 1,078,527 |
|
|
| 4,096,960 |
|
|
| 931,156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhiwei Cai |
|
| 916,217 |
|
|
| 967,185 |
|
|
| 6,681,191 |
|
|
| 1,891,658 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heather A. Campe |
|
| - |
|
|
| 735,448 |
|
|
| 3,668,736 |
|
|
| 1,497,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As required by SEC rules and regulations, we are providing the following information regarding the ratio of the median annual total compensation of our employees and the annual total compensation of our CEO. For fiscal year 2022:2023:
● | The median of the annual total compensation of all employees of our company, except for the CEO, was reasonably estimated to be |
● | The annual total compensation of our CEO, |
● | Based on this information, the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees is estimated to be |
We are using a median employee that we identified for our analysis for fiscal year 2021. To identify our median employee, we began by considering everyone employed by us globally on September 3, 2021, which included approximately 6,522 employees. We then calculated total cash compensation for each employee including both current base salary and target cash incentive, and we annualized this amount for employees who commenced employment during the 2021 fiscal year. To calculate total cash compensation for any employee that we paid in currency other than U.S. Dollars, we converted to U.S. Dollars using the same exchange rate used for financial reporting purposes. We then analyzed the compensation amounts for all our employees to determine our median employee. As permitted by SEC rules and regulations, we excluded leased employees and independent contractors.There were no changes in our employee population or employee compensation arrangements that the Company believed would result in a significant change to the pay ratio disclosure.
In our analysis for fiscal year 2022, we omitted approximately 328 employees who became employees as a result of acquisitions we completed during fiscal year 2022. These2022.These employees will bewere included in fiscal year 2023 when determining whether or not a significant change occurred which would necessitate choosing a new median employee. In our analysis for fiscal year 2023, we omitted approximately 350 employees who became employees as a result of acquisitions we completed during fiscal year 2023. Based on our analysis for fiscal year 2023, we concluded that there were no changes in our employee population or employee compensation arrangements that the Company believes would result in a significant change to the pay ratio disclosure. The employees whom we omitted this year joined the Company in connection with the following acquisitions completed during fiscal year 2022:2023: Lemtapes Oy; certain assets of Tissue Seal,Aspen Research Corporation; Beardow Adams Holdings Ltd.; XChem International LLC; the stock of Fourny Group; Apollo Chemicals Limited, Apollo Roofing Solutions Limited and Apollo Construction Solutions Limited; the stock of ZKLT Polymer Materials Co., Ltd.;Adhezion Biomedical, LLC; and certain assets of GSSI Sealants, Inc.Sanglier Ltd.
For purposes of the calculation, we added together all the elements of the median employee’s compensation for fiscal year 20222023 in the same way that we calculate the annual total compensation of our NEOs (including the CEO) in the “Summary Compensation Table.”. To calculate our ratio, we divided Mr. Owens’Ms. Mastin's annual total compensation, as reported in the “Summary Compensation Table,” above, by the median employee’s annual total compensation.
H. B. FULLER | 2024 Proxy Statement 57
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (CAP, as computed in accordance with SEC rules) and certain financial performance metrics of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”
Pay Versus Performance Table
Value of Initial Fixed $100 Investment Based On: | ||||||||||||||||||||||||||||||||
Year | Summary Compensation Table Total for PEO ($)(1) | “Compensation Actually Paid” to PEO ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average “Compensation Actually Paid” to Non-PEO NEOs ($)(4) | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | Net Income (millions)($)(7) | Adjusted EBITDA (millions) ($)(8) | ||||||||||||||||||||||||
2023 | 5,050,902 | 5,348,935 | 1,733,524 | 1,541,646 | 147.95 | 105.03 | 145 | 556 | ||||||||||||||||||||||||
2022 | 9,625,758 | 12,914,989 | 2,365,901 | 2,675,267 | 152.83 | 120.59 | 180 | 533 | ||||||||||||||||||||||||
2021 | 11,799,233 | 21,770,541 | 1,837,302 | 2,381,444 | 139.05 | 121.21 | 161 | 459 | ||||||||||||||||||||||||
(1) | Our Principal Executive Officer (PEO) for fiscal 2021 and 2022 was James J. Owens and for fiscal 2023 was Celeste B. Mastin. The dollar amounts reported are the amounts of total compensation reported in our "Summary Compensation Table." |
(2) | The dollar amounts reported represent the amount of CAP. The dollar amounts do not reflect the actual amount of compensation earned or realized by or paid to an NEO during the applicable year. In accordance with SEC rules, the following adjustments were made to the PEO's total compensation, as reported in the "Summary Compensation Table," to determine the PEO's CAP: |
Year | Reported Summary Compensation Table Total for PEO ($) | Deduct: Reported Value of Equity Awards ($)(a) | Add: Equity Award Adjustments ($)(b) | Deduct: Change in Actuarial Present Value of Pension Benefits ($)(c) | Add: Pension Benefit Adjustments ($)(c) | Equals: “Compensation Actually Paid” to PEO ($) | ||||||||||||||||||
2023 | 5,050,902 | 3,240,588 | 3,538,621 | - | - | 5,348,935 | ||||||||||||||||||
2022 | 9,625,758 | 5,118,606 | 8,407,837 | - | - | 12,914,989 | ||||||||||||||||||
2021 | 11,799,233 | 7,852,124 | 17,823,432 | - | - | 21,770,541 | ||||||||||||||||||
(a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the "Summary Compensation Table" for the applicable year. |
(b) | The amounts (deducted) or added in calculating the equity award adjustments are set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
(c) | No NEOs participate in the H.B. Fuller Legacy Pension Plan. |
H. B. FULLER | 2024 Proxy Statement 58
Year | Add: Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Add: Change in Fair Value from Prior Year End of Equity Awards Granted in Prior Years that Vested in the Year ($) | Deduct: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($) | Equals: Total Equity Award Adjustments ($) | |||||||||||||||||||||
2023 | 3,754,816 | (99,113 | ) | - | (117,081 | ) | - | - | 3,538,621 | |||||||||||||||||||
2022 | 6,101,567 | 2,659,513 | - | (353,243 | ) | - | - | 8,407,837 | ||||||||||||||||||||
2021 | 14,246,777 | 3,854,019 | - | (277,364 | ) | - | - | 17,823,432 | ||||||||||||||||||||
(3) | The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our President and CEO) in the “Total” column of the "Summary Compensation Table" in each applicable year. These NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2023, Mr. Cai, Mr. Corkrean, Mr. East, and Ms. Jensen; (ii) for fiscal 2022, Mr. Cai, Heather Campe, our Senior Vice President, International Growth, Mr. Corkrean, and Ms. Mastin; and (iii) for fiscal 2021, Mr. Cai, Theodore M. Clark, our former Executive Vice President and Chief Operating Officer, Mr. Corkrean, M. Shahbaz Malik, our Senior Vice President, Construction Adhesives, and Andrew E. Tometich, our former Executive Vice President, Hygiene, Health and Consumable Adhesives. |
(4) | The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding our President and CEO). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation, as reported in the "Summary Compensation Table," for these NEOs to determine their average CAP, using the same methodology described above in Note 2: |
Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs ($) | Deduct: Average Reported Value of Equity Awards($)(a) | Add: Average Equity Award Adjustments($)(b) | Deduct: Average Change in Actuarial Present Value of Pension Benefits ($)(c) | Add: Average Pension Benefit Adjustments ($)(c) | Equals: Average “Compensation Actually Paid” to Non-PEO NEOs ($) | ||||||||||||||||||
2023 | 1,733,524 | 814,172 | 622,294 | - | - | 1,541,646 | ||||||||||||||||||
2022 | 2,365,901 | 781,698 | 1,091,064 | - | - | 2,675,267 | ||||||||||||||||||
2021 | 1,837,302 | 810,273 | 1,354,415 | - | - | 2,381,444 | ||||||||||||||||||
(a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the "Summary Compensation Table" for the applicable year. |
(b) | The amounts deducted or added in calculating the equity award adjustments are set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
(c) | No NEOs participate in the H.B. Fuller Legacy Pension Plan. |
Year | Add: Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | Add: Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($) | Add: Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($) | Add: Average Change in Fair Value from Prior Year End of Equity Awards Granted in Prior Years that Vested in the Year ($) | Deduct: Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($) | Add: Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($) | Equals: Average Total Equity Award Adjustments ($) | |||||||||||||||||||||
2023 | 932,268 | (87,160 | ) | 6,552 | (229,366 | ) | - | - | 622,294 | |||||||||||||||||||
2022 | 952,615 | 188,553 | 8,304 | (39,896 | ) | (18,512 | ) | - | 1,091,064 | |||||||||||||||||||
2021 | 1,115,084 | 394,490 | 5,412 | (25,366 | ) | (135,205 | ) | - | 1,354,415 | |||||||||||||||||||
(5) | Cumulative TSR is based on a fixed investment of $100 in the Company's common stock measured from the beginning of the measurement period (November 27, 2020) through and including the end of each applicable fiscal year. Return includes (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between the Company's share price at the end of each applicable year and the beginning of the measurement period. |
(6) | Represents the peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each measurement period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Specialty Chemicals Index. |
H. B. FULLER | 2024 Proxy Statement 59
(7) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |
(8) | The Compensation Committee has selected Adjusted EBITDA as the Company-Selected Measure representing the most important financial measure used to link CAP to the NEOs in fiscal 2023 to Company performance. Adjusted EBITDA is, along with Adjusted Net Revenue, the most heavily-weighted metric of our STIP metrics, and under our pay-for-performance approach the STIP represents a significant portion of the NEOs’ compensation. Adjusted EBITDA is a non-U.S. GAAP financial measure defined in "Fiscal 2023 Short-Term Incentive Compensation." See “Annex A” for information concerning this measure including a reconciliation to the most comparable U.S. GAAP financial measure. |
Description of Certain Relationships
The graphs below compare the CAP to our President and CEO and the average of the CAP to our other NEOs, with (i) our cumulative TSR, (ii) our net income, and (iii) our Adjusted EBITDA, in each case for our 2021, 2022, and 2023 fiscal years. The graphs below also compare our cumulative TSR and our peer group cumulative TSR for our 2021, 2022, and 2023 fiscal years. TSR amounts assume $100 invested on November 27, 2020 and reinvestment of dividends.
H. B. FULLER | 2024 Proxy Statement 60
Financial Performance Measures
The most important financial performance measures used by the Company to link CAP to the Company’s NEOs in fiscal 2023 to the Company’s performance are listed below. These metrics are further described in “Key Elements of Executive Compensation Program.”
● | Adjusted EBITDA | |
● | Adjusted EPS | |
● | Adjusted Net Revenue | |
● | ROIC |
H. B. FULLER | 2024 Proxy Statement 61
PROPOSAL 3—NON-BINDING ADVISORY
VOTE ON EXECUTIVE COMPENSATION
Pursuant to Section 14A of the Exchange Act, the Company is providing shareholders with an advisory (non-binding) vote on the compensation of our NEOs as disclosed in the “Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation and the accompanying narrative disclosure contained in this Proxy Statement.
The Company is asking shareholders to indicate their support for the compensation of our NEOs described in this Proxy Statement. The Company has designed its executive compensation program to attract, motivate, reward, and retain the executive talent required to achieve our corporate growth objectives and increase shareholder value. We believe that our compensation policies and procedures are centered on a pay-for-performance philosophy and are strongly aligned with the long-term interests of our shareholders.
In deciding how to vote on this proposal, the Board urges you to consider the following factors:
The Compensation Committee has designed our executive compensation program to be competitive with the compensation offered by those peers with whom we compete for management talent.
● | The Compensation Committee has designed our executive compensation program to be competitive with the compensation offered by those peers with whom we compete for management talent. |
● | The Compensation Committee believes the Company’s executive compensation programs have been effective at providing our executive officers with incentive to achieve short-term financial performance goals and to engage long-term decision making that is in the best interests of our shareholders. |
● | Effective for LTIP awards granted in fiscal year 2021 and thereafter, PSUs moved from three-year ratable vesting to three-year cliff vesting. The ROIC metric for these PSUs did not change. However, the metric now has a three-year target. Cliff vesting better aligns with our focus on overall ROIC performance over the three-year performance period of the award, incentivizes long-term strategic thinking and behavior, and enhances the retention value of the award. |
The Compensation Committee believes the Company’s executive compensation programs have been effective at providing our executive officers with incentive to achieve short-term financial performance goals and to engage long-term decision making that is in the best interests of our shareholders.
● | Company best practices include: |
• | A policy regarding “clawbacks” of executive and key manager incentive compensation if there is a restatement of the Company’s financial statements or if there is misconduct by an executive or key manager; |
• | A prohibition on hedging, pledging, and certain other transactions in the Company's securities by directors and executive officers; |
• | Policies for responsible share usage and governance of our equity compensation plans, including a prohibition on re-pricing of stock options; |
• | For equity grants to NEOs, beginning in mid-fiscal year 2018, a double trigger for accelerated equity vesting upon a change-in-control; |
• | Removal of tax gross-up provisions from change-in-control agreements entered into beginning in mid-fiscal year 2018; and |
• | Stock ownership goals of five times base salary for our CEO, three times base salary for our CFO, and two times base salary for our other executive officers, which goals are reviewed annually. |
Effective for LTIP awards granted in fiscal year 2022 and thereafter, PSUs moved from three-year ratable vesting to three-year cliff vesting. The ROIC metric for these PSUs did not change. However, the metric now has a three-year target. Cliff vesting better aligns with our focus on overall ROIC performance over the three-year performance period of the award, incentivizes long-term strategic thinking and behavior, and enhances the retention value of the award.
Company best practices include:
A policy regarding “clawbacks” of executive and key manager incentive compensation if there is a material restatement of the Company’s financial statements or if there is misconduct by an executive or key manager;
A prohibition on hedging, pledging and certain other transactions in the Company's securities by directors and executive officers;
Policies for responsible share usage and governance of our equity compensation plans, including a prohibition on re-pricing of stock options;
For equity grants to NEOs, beginning in mid-fiscal year 2018, a double trigger for accelerated equity vesting upon a change-in-control;
Removal of tax gross-up provisions from change-in-control agreements entered into beginning in mid-fiscal year 2018; and
Stock ownership goals of five times base salary for our CEO, three times base salary for our CFO and COO, and two times base salary for our other executive officers, which goals are reviewed annually.
Accordingly, the Company is asking shareholders to vote FOR the following resolution at the Annual Meeting:
“RESOLVED, that the shareholders approve, on an advisory basis, the compensation of the H.B. Fuller Company named executive officers, as disclosed in the “Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in this Proxy Statement.”
This advisory vote on executive compensation is not binding on the Board. However, the Board will consider the result of the vote when determining future executive compensation arrangements. The Company currently conducts annual advisory votes on executive compensation.
The Board of Directors recommends a vote FOR adoption of the resolution approving the compensation of the |
H. B. FULLER | 2024 Proxy Statement 62
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PROPOSAL 4—NON-BINDING ADVISORY VOTE ON FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
As required pursuant to Section 14A of the Exchange Act, the Company is providing shareholders with an advisory (non-binding) vote on the frequency with which our shareholders shall have an advisory vote on executive compensation as provided in Proposal 3 above. By voting on this proposal, shareholders may indicate whether they would prefer an advisory vote on executive compensation once every one, two or three years. In addition, shareholders may abstain from voting. The Company is required to hold an advisory vote on frequency at least once every six years.
Starting with our annual meeting held in 2011, we have held annual advisory votes on executive compensation. The Board has determined that an advisory vote on executive compensation every year is the appropriate alternative for the Company and its shareholders. In reaching this recommendation, the Board considered that holding an annual advisory vote to approve executive compensation allows shareholders to provide direct input on the Company’s compensation philosophy, policies and practices as disclosed in the proxy statement each year. An annual advisory vote also provides the Compensation Committee with the opportunity to evaluate its compensation decisions taking into account the timely feedback provided by shareholders. In addition, the Board recognizes that an annual advisory vote to approve executive compensation is consistent with facilitating communications of shareholders with the Board and its various committees, including the Compensation Committee.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain when you vote in response to the resolution set forth below:
“RESOLVED, that if no option receives the affirmative vote of a majority of the shares of common stock represented and entitled to vote, the option of once every one year, two years or three years that receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a shareholder vote to approve the compensation of the named executive officers.”
If no option receives the affirmative vote of a majority of the shares of common stock represented and entitled to vote, the option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency for the advisory vote on executive compensation that has been selected by the shareholders.
Although the vote is non-binding, our Board of Directors will take into account the outcome of the vote when making future decisions about the frequency of the Company’s advisory votes on executive compensation.QUESTIONS AND ANSWERS ABOUT THE MEETING
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
PROPOSAL
We are asking our shareholders to approve the second amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan (the “Second Amended and Restated 2020 Incentive Plan”) for two reasons:
To increase the total number of shares of common stock authorized for issuance under the 2020 Incentive Plan, from 2,500,000 shares, of which a maximum of 1,000,000 shares may be issued in the form of Full Value Awards, to 5,000,000 shares, of which a maximum of 2,000,000 shares may be issued in the form of Full Value Awards; and
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On January 24, 2023, our Board of Directors adopted, upon recommendation of our Compensation Committee and subject to shareholder approval, the Second Amended and Restated 2020 Incentive Plan. All capitalized terms not otherwise defined in this proposal have the meanings assigned to them in the Second Amended and Restated 2020 Incentive Plan, which is attached as Annex B to this proxy statement.
Long-term equity compensation plays an important part in the Company’s pay-for-performance philosophy. Our compensation program emphasizes stock-based compensation, encouraging our executive officers and other employees and non-employee directors to think and act as long-term shareholders.
The purpose of the Second Amended and Restated 2020 Incentive Plan is to promote the interests of the Company and our shareholders by aiding us in attracting and retaining employees, officers, consultants, independent contractors and non-employee directors capable of assuring the future success of the Company, to provide such persons with opportunities for stock ownership in the Company and to offer such persons other incentives to put forth maximum efforts for the success of the Company’s business. The Second Amended and Restated 2020 Incentive Plan will allow us to provide such persons an opportunity to acquire a proprietary interest in the Company, and align the interests of such persons with our shareholders.
The Second Amended and Restated 2020 Incentive Plan is an omnibus equity incentive plan that allows the Company to grant stock options, stock appreciation rights, restricted stock and restricted stock units, dividend equivalents and other stock-based awards to employees, officers, consultants, independent contractors and non-employee directors. The total number of shares of common stock that may be issued under all stock-based awards under the Second Amended and Restated 2020 Incentive Plan will be 5,000,000 shares. Of these authorized shares, an aggregate of 2,000,000 shares may be issued pursuant to awards other than stock options or stock appreciation rights (e.g., restricted stock and restricted stock units) (“Full Value Awards”). In addition, shares subject to any outstanding award under our prior incentive plans that, after April 6, 2023, are not purchased or are forfeited or reacquired by the Company, or otherwise not delivered to the participant due to termination or cancellation of such award, will be available for reissuance under the Second Amended and Restated 2020 Incentive Plan.
Reasons for Amending the 2020 Incentive Plan
The Second Amended and Restated 2020 Incentive Plan would increase the total number of shares of common stock authorized for issuance under the 2020 Incentive Plan, from 2,500,000 shares, of which a maximum of 1,000,000 shares may be issued in the form of Full Value Awards, to 5,000,000 shares, of which a maximum of 2,000,000 shares may be issued in the form of Full Value Awards.
We currently make awards of stock options, restricted stock units and dividend equivalents to executive officers and other employees under our 2020 Incentive Plan. As of February 6, 2023, we have 866,520 shares available under the 2020 Incentive Plan, of which a maximum of 197,798 shares may be issued in the form of Full Value Awards. We are asking our shareholders to approve the Second Amended and Restated 2020 Incentive Plan so that the Company will have an adequate number of shares authorized to make appropriate levels of stock incentive awards to officers, other employees and non-employee directors in 2023 and beyond. The Compensation Committee does not believe a sufficient number of shares of common stock remain available for issuance under the 2020 Incentive Plan for equity awards the Compensation Committee anticipates granting prior to our 2024 Annual Meeting of
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
Shareholders. Therefore, the Company is proposing to amend and restate the 2020 Incentive Plan to increase the total number of shares of common stock authorized for issuance. Consistent with the 2020 Incentive Plan, under the Second Amended and Restated 2020 Incentive Plan, equity awards will be made both to executive officers and other employees and to non-employee directors.
Our Board of Directors believes that the continuation of the Company’s stock-based compensation program is essential in attracting, retaining and motivating highly qualified executive officers and other employees and non-employee directors to enhance the success of the Company. As discussed above in the “Compensation Discussion and Analysis” under the caption “Fiscal 2022 Long-Term Incentive Compensation,” awards of stock options and restricted stock units (including performance-based restricted stock units) to executive officers and other employees are an essential part of this program. Unless the Second Amended and Restated 2020 Incentive Plan is adopted, the Board of Directors has concluded that the Company will need to curtail grants of stock incentive awards to executive officers, other employees and non-employee directors. The Board of Directors believes this result will have a significantly negative impact on the Company’s compensation program and objectives. Accordingly, the Board of Directors recommends approval of the Second Amended and Restated 2020 Incentive Plan in order to allow the Company to have the ability to continue to grant equity awards at competitive levels.
Since the first amendment and restatement of the 2020 Incentive Plan was approved by our shareholders on April 8, 2021, no additional awards have been or will be granted under the 2018 Incentive Plan or any predecessor plan (although all outstanding awards previously granted under previous stock incentive plans will remain outstanding and subject to the terms of these plans), and shares subject to any outstanding awards under these prior plans that are forfeited, cancelled or reacquired by the Company (including if an award otherwise terminates or is cancelled without delivery of any shares) have been and will become available for re-issuance under the Second Amended and Restated 2020 Incentive Plan.
If the Second Amended and Restated 2020 Incentive Plan is not approved by shareholders, we will continue to use the 2020 Incentive Plan in its current form as the framework for our equity incentive compensation program. However, if the authorized shares are depleted prior to its expiration date, we would not be able to continue to offer a long-term incentive program that employs equity awards, which could put us at a competitive disadvantage in recruiting and retaining talent, and also make it more difficult for us to align employee interests with those of our shareholders through a program that includes stock ownership.
Key Features of the Second Amended and Restated 2020 Incentive Plan
Consistent with the 2020 Incentive Plan, the following features of the Second Amended and Restated 2020 Incentive Plan reflect additional equity incentive plan “best practices” intended to protect the interests of our shareholders:
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
Minimum Vesting Requirements. Under the Second Amended and Restated 2020 Incentive Plan, no option, stock appreciation right, restricted stock, RSU or other stock-based award shall be granted with terms providing for a vesting schedule over a period of less than one year from the date of grant, except that Company may issue the following awards that do not comply with the one year minimum exercise and vesting requirements: (i) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction; (ii) shares delivered in lieu of fully vested cash awards or any cash incentive compensation, provided that the performance period for such incentive compensation was at least one fiscal year; and (iii) additional awards up to a maximum of 5% of the aggregate number of shares available for issuance under the Second Amended and Restated 2020 Incentive Plan.
Annual Limit on Awards to Directors. Under the Second Amended and Restated 2020 Incentive Plan, the maximum value of all equity and cash-based compensation granted to a non-employee director cannot exceed $500,000 in any calendar year (and for this purpose equity value is determined using grant date value under applicable financial accounting rules). The independent, non-employee members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that he or she may not participate in the decision.
Independent Committee Administration. The Second Amended and Restated 2020 Incentive Plan will be administered by a committee of the Board of Directors comprised entirely of independent directors.
Determination of Increase in the Number of Shares for the Second Amended and Restated 2020 Incentive Plan
The Company has a history of conservative and disciplined share usage. In setting the proposed increase in the number of shares issuable under the Second Amended and Restated 2020 Incentive Plan, our Compensation Committee and Board considered the Company’s historical equity compensation practices (including the total number of shares underlying existing equity awards, the Company’s three-year average share usage and dilution). The Compensation Committee and the Board of Directors also considered these factors in assessing the number of shares likely to be needed for future grants.
The Second Amended and Restated 2020 Incentive Plan does not set the number of shares subject to equity awards that will be granted in future years. In setting each year’s award amounts for executive officers, the Compensation Committee considers the following: the relative market position of the awards and the total compensation for each executive, the proportion of each executive’s total compensation to be delivered as a long-term incentive award, internal pay equity, executive performance and changes in responsibility, retention concerns, and corporate performance. Similar considerations are taken into account in granting awards to participants who are not executive officers. Equity awards to non-employee directors have historically been granted at levels intended to be competitive, taking into account current market conditions.
Number of Outstanding Awards Under All Plans: As of February 6, 2023, there were 5,082,492 outstanding stock options, which had a weighted average exercise price of $52.02 and a weighted average remaining contractual life of 6.2893 years, and there were 519,097 RSU (including PSU awards) awards outstanding.
Burn Rate. Burn rate is a measure of the speed at which companies use shares available for grant under their equity compensation plans. In setting and recommending to our shareholders the increase in the number of shares to be authorized under the Second Amended and Restated 2020 Incentive Plan, the Compensation Committee and the Board of Directors considered H.B. Fuller’s net burn rate for each of the past three fiscal years. The calculation of our net burn rate is shown in the table below:
Fiscal Year |
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2022 |
| Weighted Average Shares of Common Stock Outstanding |
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| 53,580,000 |
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| Stock Options Granted |
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| 549,458 |
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| Stock Options Forfeited |
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| (40,991 | ) |
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| Full Value Awards Granted (RSUs and PSUs) |
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| 179,603 |
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| Full Value Awards Forfeited |
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| (68,374 | ) |
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| 619,696 |
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| 1.16% |
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2021 |
| Weighted Average Shares of Common Stock Outstanding |
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| 52,887,000 |
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| Stock Options Granted |
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| 1,237,094 |
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| Stock Options Forfeited |
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| (1,069,886 | ) |
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| Full Value Awards Granted (RSUs and PSUs) |
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| 356,779 |
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| Full Value Awards Forfeited |
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| (78,818 | ) |
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| 445,169 |
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| 0.84% |
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2020 |
| Weighted Average Shares of Common Stock Outstanding |
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| 52,039,000 |
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| Stock Options Granted |
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| 1,052,968 |
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| Stock Options Forfeited |
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| (169,907 | ) |
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| Full Value Awards Granted (RSUs and PSUs) |
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| 216,293 |
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|
|
|
| Full Value Awards Forfeited |
|
|
| (50,666 | ) |
|
|
|
| 1,048,688 |
|
|
|
| 2.02% |
|
| |
|
| TOTAL THREE YEAR GRANTS |
|
|
|
|
|
|
|
|
|
|
|
|
|
| 4.02% |
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| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three Year Average |
|
|
|
|
|
|
|
| 4.02%/3 |
|
|
|
| 1.34% |
|
|
|
|
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
Based on the burn rates in fiscal years 2022, 2021 and 2020, our three-year average burn rate was 1.34%.
Overhang. Total potential dilution, or overhang, is a common measure to assess the dilutive impact of equity plans. Total potential dilution is equal to (i) the number of shares available to be granted as future equity awards plus the number of shares subject to outstanding equity awards, divided by (ii) such total number of shares plus the total number of shares outstanding. Total potential dilution, prior to and after shareholder approval of the increase in shares under the Second Amended and Restated 2020 Incentive Plan, is shown in the table below:
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Summary of Material Terms of the Second Amended and Restated 2020 Incentive Plan
The following summary of the material terms of the Second Amended and Restated 2020 Incentive Plan is qualified in its entirety by reference to the full text of the Second Amended and Restated 2020 Incentive Plan, which is attached as Annex B to this Proxy Statement.
Administration
The Compensation Committee will administer the Second Amended and Restated 2020 Incentive Plan and will have full power and authority to determine when and to whom awards will be granted, and the type, amount, form of payment and other terms and conditions of each award, consistent with the provisions of the Second Amended and Restated 2020 Incentive Plan. In addition, the Compensation Committee can specify whether, and under what circumstances, awards to be received under the Second Amended and Restated 2020 Incentive Plan or amounts payable under such awards may be deferred automatically or at the election of either the holder of the award or the Compensation Committee. Also, the Compensation Committee can specify the manner in which the Awards are paid out under the Second Amended and Restated 2020 Incentive Plan. Subject to the provisions of the Second Amended and Restated 2020 Incentive Plan, the Compensation Committee may amend or waive the terms and conditions, or accelerate the exercisability, of an outstanding award. The Compensation Committee has authority to interpret the Second Amended and Restated 2020 Incentive Plan and establish rules and regulations for the administration of the Second Amended and Restated 2020 Incentive Plan.
The Compensation Committee may delegate to one or more officers or directors of the Company the authority to grant awards under the Second Amended and Restated 2020 Incentive Plan, except that the Compensation Committee may not delegate such authority with regard to grants to executive officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in a way that would violate applicable rules of the Exchange Act or applicable corporate law.
The Board may also exercise the powers of the Compensation Committee at any time, so long as its actions would not violate Rule 16b-3. Only the Compensation Committee (or another committee of the Board comprised of independent directors) may grant awards to non-employee directors.
No member of the Board or the Compensation Committee or any person to whom the Compensation Committee delegates authority under the Second Amended and Restated 2020 Incentive Plan will be liable for any action or determination taken and made in good faith with respect to the Second Amended and Restated 2020 Incentive Plan or any award granted under the Second Amended and Restated 2020 Incentive Plan. Members of the Board and the Compensation Committee and each person to whom the Compensation Committee delegates authority under the Second Amended and Restated 2020 Incentive Plan will be entitled to indemnification with regard to such actions and determinations.
Shares Available for Awards and Limits on Awards
The aggregate number of shares of our common stock that may be issued under all stock-based awards made under the Second Amended and Restated 2020 Incentive Plan will be 5,000,000. Of that number, a maximum of 2,000,000 shares are available for “Full
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
Value Awards,” or awards other than options, stock appreciation rights and other awards the value of which is based solely on an increase in the value of the shares underlying such award after the date of grant. Shares of Common Stock that are issued under awards granted in substitution for awards previously granted by an entity that is acquired by or merged with us or one of our affiliates will not be counted against the aggregate number of shares of Common Stock available for awards under the Second Amended and Restated 2020 Incentive Plan. The Compensation Committee will not grant incentive stock options in which the aggregate fair market value of the shares with respect to which such options are exercisable for the first time by any participant during any calendar year exceeds $100,000. In addition, the maximum value of all equity and cash-based compensation granted to a non-employee director cannot exceed $500,000 in any calendar year (and for this purpose equity value is determined using grant date value under applicable financial accounting rules). The independent, non-employee members of the Board may make exceptions to this limit for a non-executive chair of the Board, provided that he or she may not participate in the decision. Furthermore, no eligible person who is an employee, officer, consultant, independent contractor, or advisor may be granted any award or awards for more than 750,000 shares in the aggregate in any calendar year.
The Compensation Committee will adjust the number of shares and share limits described above in the case of a dividend or other distribution, stock split, reverse stock split, merger or other similar corporate transaction or event that affects shares of our common stock, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the Second Amended and Restated 2020 Incentive Plan.
Eligible Participants
Any employee, officer, non-employee director, consultant, independent contractor or advisor providing services to us or any of our affiliates, or any person to whom an offer of employment or engagement with us or any of our affiliates has been made, is eligible to receive an award under the Second Amended and Restated 2020 Incentive Plan. Subject to the Second Amended and Restated 2020 Incentive Plan, the Compensation Committee will have full authority to designate which eligible persons will be granted an award. As of February 8, 2023, the record date for our 2023 Annual Meeting of Shareholders, approximately 7,141 executive officers and other employees and all eight non-employee directors would have been eligible to be selected by the Compensation Committee to receive awards under the Second Amended and Restated 2020 Incentive Plan. In fiscal year 2022, we granted awards to approximately 240 executive officers and other employees and all of our non-employee directors who were directors during fiscal year 2022.
Types of Awards and Terms and Conditions
The Second Amended and Restated 2020 Incentive Plan permits the granting of:
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restricted stock and RSUs (including performance-based RSUs (“PSUs”);
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Awards may be granted alone, in addition to, in combination with or in substitution for, any other award granted under the Second Amended and Restated 2020 Incentive Plan or any other compensation plan. Awards can be granted for no cash consideration or for any cash or other consideration as may be determined by the Compensation Committee or as required by applicable law. Awards may provide that upon the grant or exercise thereof, the holder will receive cash, shares of Common Stock, other securities (but excluding promissory notes), other awards or other property, or any combination of these in a single payment, installments or on a deferred basis.
Fair Market Value. Determinations of fair market value under the Second Amended and Restated 2020 Incentive Plan will be made in accordance with methods and procedures established by the Compensation Committee. Unless otherwise determined by the Compensation Committee, the value of a share of Common Stock as of a given date will be the closing price per share of the Common Stock on the New York Stock Exchange on such date. Awards will be adjusted by the Compensation Committee in the case of a dividend (other than a regular cash dividend) or other distribution, recapitalization, stock split, reverse stock split, merger or other similar corporate transaction or event that affects shares of Common Stock, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be provided under the Second Amended and Restated 2020 Incentive Plan.
Vesting. The Second Amended and Restated 2020 Incentive Plan requires at least a one-year minimum vesting period for time-based awards and a performance period of at least one year for performance-based awards, subject to the following limited exceptions: (i) substitute awards granted in connection with awards that are assumed, converted or substituted pursuant to a merger, acquisition or similar transaction; (ii) shares delivered in lieu of fully vested cash awards or any cash incentive compensation, provided that the performance period for such incentive compensation was at least one fiscal year; and (iii) additional awards up to a maximum of 5% of the aggregate number of shares available for issuance under the Second Amended and Restated 2020 Incentive Plan.
The closing price of a share of our common stock as reported on the NYSE on February 8, 2023, the record date for our 2023 Annual Meeting of Shareholders was $72.14.
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
Acceleration. The Compensation Committee may provide for the acceleration of the exercisability of any award or the lapse of any restrictions relating to any award, except that no award agreement may contain a definition of change in control that has the effect of accelerating the exercisability of any award or the lapse of any restrictions relating to any award upon the announcement or shareholder approval (rather than consummation) of any reorganization, merger or consolidation of the Company, or sale or other disposition of all or substantially all of our assets.
Stock Options. The holder of an option will be entitled to purchase a number of shares of Common Stock at a specified exercise price during a specified time period, all as determined by the Compensation Committee. The exercise price per share under any stock option may not be less than the fair market value of the Common Stock on the date of grant of such option, except if such option is granted in substitution for an option previously granted by an entity that is acquired by or merged with us or one of our affiliates. Each stock option will expire no later than ten years from the date of grant. The option exercise price may be payable, at the discretion of the Compensation Committee, in cash, shares of Common Stock, other securities, other awards or other property having a fair market value on the exercise date equal to the exercise price. The Compensation Committee may also permit an option to be exercised by delivering to the participant a number of shares of Common Stock having an aggregate fair market value equal to the excess, if positive, of the fair market value of the shares underlying the option being exercised, on the date of exercise, over the exercise price of the option for such shares (being referred to as a “net exercise”). Stock options vest and become exercisable in accordance with a vesting schedule established by the Compensation Committee. In the case of a grant of an incentive stock option to a participant who, at the time of grant, possesses more than 10% of the combined voting power of all classes of our stock and our affiliates, the exercise price per share may not be less than 110% of the fair market value of the Common Stock on the date of grant, and each such incentive stock option will expire no later than five years from the date of grant. The Company does not currently grant any incentive stock options.
Stock Appreciation Rights. The holder of a stock appreciation right is entitled to receive the excess of the fair market value as of the exercise date of a specified number of shares of the Common Stock over the grant price of the stock appreciation right. The grant price of any stock appreciation right may not be less than the fair market value of the Common Stock on the date of grant of such stock appreciation right, except if such stock appreciation right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with us or one of our affiliates. Each stock appreciation right will expire no later than ten years from the date of grant. Stock appreciation rights vest and become exercisable in accordance with a vesting schedule established by the Compensation Committee. The Company does not currently grant any stock appreciation rights.
We would receive no consideration for options or stock appreciation rights granted under the Second Amended and Restated 2020 Incentive Plan, other than the services rendered by the holder in his or her capacity as employee, officer, non-employee director, consultant, independent contractor or advisor providing services to us or any of our affiliates, or the promise of services from any person to whom an offer of employment or engagement with us or any of our affiliates is made.
Restricted Stock and Restricted Stock Units. The holder of restricted stock will own shares of our common stock subject to restrictions imposed by the Compensation Committee (including, for example, restrictions on the right to transfer, the right to vote the restricted shares or to receive any dividends with respect to the shares) for a specified time period determined by the Compensation Committee. The holder of RSUs will have the right, subject to any restrictions imposed by the Compensation Committee, to receive shares of Common Stock, or a cash payment equal to the fair market value of those shares, at some future date determined by the Compensation Committee. The Company does not currently grant any restricted stock.
Dividend Equivalents. The holder of a dividend equivalent will be entitled to receive payments (in cash, shares of our common stock, other securities, other awards or other property) equivalent to the amount of cash dividends paid by us to the holders of Common Stock, with respect to the number of shares determined by the Compensation Committee. Dividend equivalents will be subject to other terms and conditions determined by the Compensation Committee, but the Compensation Committee may not grant dividend equivalents to a participant in connection with grants of options, stock appreciation rights or other awards the value of which is based is solely on an increase in the value of our common stock after the grant of such award. Dividend equivalent amounts with respect to any share underlying any other award may be accrued but shall not be paid until all conditions or restrictions relating to such share have been satisfied, waived or lapsed.
Other Stock-Based Awards. The Compensation Committee is also authorized to grant other types of awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, subject to terms and conditions determined by the Compensation Committee and the limitations in the Second Amended and Restated 2020 Incentive Plan. No such other stock-based award can contain a purchase right or an option-like feature.
Counting Shares
If an award entitles the holder to receive or purchase shares of our common stock, the shares covered by such award or to which the award relates will be counted against the aggregate number of shares available for awards under the Second Amended and Restated 2020 Incentive Plan. Awards that do not entitle the holder to receive or purchase shares, and shares issued under awards granted in substitution for awards previously granted by an entity that is acquired by or merged with us or one of our affiliates, will not be counted against the aggregate number of shares available for awards under the Second Amended and Restated 2020 Incentive Plan.
In general, if shares covered by an award are not purchased or are forfeited or are reacquired by us, or if an award otherwise terminates or is cancelled without delivery of any shares, then the number of shares counted against the aggregate number of shares available under the Second Amended and Restated 2020 Incentive Plan with respect to such award, to the extent of any such
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
forfeiture, reacquisition by us, termination or cancellation, will again be available for future awards under the Second Amended and Restated 2020 Incentive Plan. Notwithstanding the foregoing, shares withheld as payment of the purchase or exercise price of an award or in satisfaction of tax obligations relating to an award, shares covered by a stock-settled stock appreciation right that are not issued in connection with settlement in shares upon exercise, and shares repurchased by us using option exercise proceeds, will not be available again for granting awards under the Second Amended and Restated 2020 Incentive Plan.
Amendment and Termination
The Second Amended and Restated 2020 Incentive Plan will terminate on January 24, 2033, unless earlier terminated by the Board. No awards may be made after that date. Unless otherwise expressly provided in an applicable award agreement, any award granted under the Second Amended and Restated 2020 Incentive Plan prior to expiration may extend beyond the expiration of the Second Amended and Restated 2020 Incentive Plan through the award’s normal expiration date.
The Board may amend, alter, suspend, discontinue or terminate the Second Amended and Restated 2020 Incentive Plan at any time, although shareholder approval must be obtained for any amendment to the Second Amended and Restated 2020 Incentive Plan that would (1) increase the number of shares of Common Stock available for issuance under the Second Amended and Restated 2020 Incentive Plan, (2) increase the award limits under the Second Amended and Restated 2020 Incentive Plan, (3) permit repricing of options or stock appreciation rights, (4) increase the maximum term permitted for options or stock appreciation rights under the Second Amended and Restated 2020 Incentive Plan, (5) permit awards of options or stock appreciation rights at a price less than fair market value (other than as permitted under the Second Amended and Restated 2020 Incentive Plan), or (6) cause us to be unable to grant incentive stock options under the Second Amended and Restated 2020 Incentive Plan. Shareholder approval is also required for any action that requires shareholder approval under the rules and regulations of the SEC, the NYSE or any other securities exchange that are applicable to us. The Compensation Committee may amend the Second Amended and Restated 2020 Incentive Plan, without prior approval of our shareholders, to comply with any changes in tax law impacting the tax deductibility of awards under the Second Amended and Restated 2020 Incentive Plan to the extent such amendments are for the purpose of maximizing the tax deductibility of awards.
Prohibition on Repricing Awards
Without the approval of our shareholders, the Compensation Committee will not reprice, adjust or amend the exercise price of any option or the grant price of any stock appreciation right previously awarded, whether through amendment, cancellation, repurchase and replacement grant or any other means, except in connection with a dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split, merger or other similar corporate transaction or event that affects shares of our common stock, in order to prevent dilution or enlargement of the benefits, or potential benefits intended to be provided under the Second Amended and Restated 2020 Incentive Plan.
Clawback or Recoupment
All awards under the Second Amended and Restated 2020 Incentive Plan will be subject to forfeiture or other penalties pursuant to the Company’s clawback policy and such forfeiture and penalty provisions as are determined by the Compensation Committee and any amendments to such clawback policy as may be adopted from time to time by the Compensation Committee.
Certain Corporate Events
In the event of certain corporate transactions or events involving the Company, including any reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of shares of our common stock or other securities, or if we enter into a written agreement to undergo such a transaction or event, the Compensation Committee or our Board will have the authority, with respect to any awards under the Second Amended and Restated 2020 Incentive Plan and subject to the terms of the Second Amended and Restated 2020 Incentive Plan, to provide for any of the following to be effective upon consummation of the event (i) either terminate such awards, whether or not vested, in exchange for an amount of cash and/or other property, if any, equal to the amount that would have been attained upon the exercise of the vested portion of such award or realization of the participant’s vested rights, or replace such awards with other rights or property selected by the Compensation Committee or the Board, (ii) provide that such awards will be assumed by the successor or survivor corporation, or a parent or subsidiary of the successor or surviving corporation, or substituted for by similar options, rights or awards covering the stock of the successor or survivor corporation, or a parent or subsidiary thereof, with appropriate adjustments as to the number and kind of shares and prices, (iii) accelerate such awards, or (iv) provide that such awards cannot vest, be exercised or become payable after a date certain in the future, which may be the effective date of such event.
Transferability of Awards
Generally, no award or other right or interest of a participant under the Second Amended and Restated 2020 Incentive Plan (other than fully vested and unrestricted shares issued pursuant to an award) shall be transferable by a participant other than by will or by the laws of descent and distribution, and no right or award may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance shall be void and unenforceable against the Company or any affiliates. However, the Committee may allow transfer of an award to family members for no value, and such transfer shall comply with the General Instructions to Form S-8 under the Securities Act of 1933, as amended. The Committee may also establish procedures to allow a named beneficiary to exercise the rights of the participant and receive any property distributable with respect to any award upon the participant’s death.
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
Federal Income Tax Consequences
Grant of Options and Stock Appreciation Rights. The grant of a stock option (either an incentive stock option or a non-qualified stock option) or stock appreciation right is not expected to result in any taxable income for the recipient.
Exercise of Incentive Stock Options. No taxable income is realized by the optionee upon the exercise of an incentive stock option. If stock is issued to the optionee pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such award holder within two years after the date of grant or within one year after the transfer of such shares to such award holder, then (1) upon the sale of such shares, any amount realized in excess of the option price will be taxed to such optionee as a long-term capital gain and any loss sustained will be a long-term capital loss, and (2) we will not be entitled to a deduction for federal income tax purposes.
If the stock acquired upon the exercise of an incentive stock option is disposed of prior to the expiration of either holding period described above, generally (1) the optionee will realize ordinary income in the year of disposition in an amount equal to the excess (if any) of the fair market value of such shares at exercise (or, if less, the amount realized on the disposition of such shares) over the option price paid for such shares, and (2) we generally will be entitled to deduct such amount for federal income tax purposes if the amount represents an ordinary and necessary business expense. Any further gain (or loss) realized by the optionee will be taxed as short-term or long-term capital gain (or loss), as the case may be, and will not result in any deduction by us.
Exercise of Non-Qualified Stock Options and Stock Appreciation Rights. Upon exercising a non-qualified stock option, the optionee must recognize ordinary income equal to the excess of the fair market value of the shares of our common stock acquired on the date of exercise over the exercise price, and we generally will be entitled at that time to an income tax deduction for the same amount. Upon exercising a stock appreciation right, the amount of any cash received and the fair market value on the exercise date of any shares of our common stock received are taxable to the recipient as ordinary income and generally are deductible by us.
The tax consequence upon a disposition of shares acquired through the exercise of a non-qualified stock option or stock appreciation right will depend on how long the shares have been held. Generally, there will be no tax consequence to us in connection with the disposition of shares acquired under a non-qualified stock option or stock appreciation right.
Restricted Stock. Recipients of grants of restricted stock generally will be required to include as taxable ordinary income the fair market value of the restricted stock at the time it is no longer subject to a substantial risk of forfeiture. However, an award holder who makes an 83(b) election within 30 days of the date of grant of the restricted stock will incur taxable ordinary income on the date of grant equal to the fair market value of such shares of restricted stock (determined without regard to forfeiture restrictions). With respect to the sale of shares after the forfeiture restrictions have expired, the holding period to determine whether the award recipient has long-term or short-term capital gain or loss generally begins when the restrictions expire, and the tax basis for such shares will generally be based on the fair market value of the shares on that date. However, if the award holder made an 83(b) election as described above, the holding period commences on the date of such election, and the tax basis will be equal to the fair market value of the shares on the date of the election (determined without regard to the forfeiture restrictions on the shares). Dividends, if any, that are accrued while the restricted stock is subject to a substantial risk of forfeiture will also be taxed as ordinary income. We generally will be entitled to an income tax deduction equal to amounts the award holder includes in ordinary income at the time of such income inclusion.
Restricted Stock Units and Other Stock-Based Awards. Recipients of grants of restricted stock units will not incur any federal income tax liability at the time the awards are granted. Award holders will recognize ordinary income equal to (a) the amount of cash received under the terms of the award or, as applicable, (b) the fair market value of the shares received (determined as of the date of receipt) under the terms of the award. Dividend equivalents accrued with respect to any award will also be taxed as ordinary income if and when paid. Cash or shares to be received pursuant to any other deferred payment award generally become payable when applicable forfeiture restrictions lapse; provided, however, that, if the terms of the award so provide, payment may be delayed until a later date to the extent permitted under applicable tax laws. We generally will be entitled to an income tax deduction for any amounts included by the award holder as ordinary income. For awards that are payable in shares, the participant’s tax basis is equal to the fair market value of the shares at the time the shares become payable. Upon the sale of the shares, appreciation (or depreciation) after the shares are paid is treated as either short-term or long-term capital gain (or loss) depending on how long the shares have been held.
Income Tax Deduction. Subject to the usual rules concerning reasonable compensation, including our obligation to withhold or otherwise collect certain income and payroll taxes, we generally will be entitled to a corresponding income tax deduction at the time a participant recognizes ordinary income from awards made under the Second Amended and Restated 2020 Incentive Plan. However, Section 162(m) of the Code prohibits publicly held corporations from deducting more than $1 million per year in compensation paid to certain named executive officers. Therefore, compensation paid to a covered executive in any given year in excess of $1 million will not be deductible.
Special Rules for Executive Officers Subject to Section 16 of the Exchange Act. Special rules may apply to individuals subject to Section 16 of the Exchange Act. In particular, unless a special election is made pursuant to the Code, shares received through the exercise of a stock option or stock appreciation right may be treated as restricted as to transferability and subject to a substantial risk of forfeiture for a period of up to six months after the date of exercise. Accordingly, the amount of any ordinary income recognized and the amount of our income tax deduction will be determined as of the end of that period.
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PROPOSAL 5—APPROVAL OF THE SECOND AMENDMENT AND RESTATEMENT OF THE H.B. FULLER COMPANY 2020 MASTER INCENTIVE PLAN TO INCREASE SHARES AND ADOPT CERTAIN OTHER AMENDMENTS
Section 409A of the Internal Revenue Code. The Compensation Committee will administer and interpret the Second Amended and Restated 2020 Incentive Plan and all award agreements in a manner consistent with the intent to satisfy the requirements of Section 409A of the Code to avoid any adverse tax results thereunder to a holder of an award. If any provision of the Second Amended and Restated 2020 Incentive Plan or any award agreement would result in such adverse consequences, the Compensation Committee may amend that provision or take other necessary action to avoid any adverse tax results, and no such action will be deemed to impair or otherwise adversely affect the rights of any holder of an award under the Second Amended and Restated 2020 Incentive Plan.
New Plan Benefits
No benefits or amounts have been granted, awarded or received under the Second Amended and Restated 2020 Incentive Plan, as the amendments to the 2020 Incentive Plan will only take effect upon shareholder approval. In addition, the Compensation Committee, in its sole discretion, will determine the number and types of awards that will be granted under the Second Amended and Restated 2020 Incentive Plan. Accordingly, it is not possible to determine the benefits that will be received by eligible participants if the Second Amended and Restated 2020 Incentive Plan is approved by our shareholders.
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Equity Compensation Plan Information
The following table summarizes information regarding our equity compensation plans as of December 2, 2022, the last trading day of our most recently completed fiscal year.
Period |
| (a) Number of securities to be issued upon exercise of outstanding options, warrants and rights |
| (b) Weighted- average exercise price of outstanding options, warrants and rights |
| (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | |||||||
Equity compensation plans approved by security holders |
|
| 5,314,1901 |
|
|
| $ | 51.212 |
|
|
| 1,268,6083 |
|
Equity compensation plans not approved by security holders |
|
| - |
|
|
|
| N/A |
|
|
| - |
|
Total |
|
| 5,314,190 |
|
|
| $ | 51.21 |
|
|
| 1,268,608 |
|
|
|
|
|
|
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ABOUT THE MEETING
What is the purpose of the meeting?
At our Annual Meeting, shareholders will act upon the matters disclosed in the Notice of Annual Meeting of Shareholders that accompanies this Proxy Statement. These matters include the election of three directors, the ratification of the appointment of our independent registered public accounting firm, and a non-binding advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement (the “Say on Pay Proposal”), a non-binding advisory vote on the frequency of an advisory vote on executive compensation (the “Frequency of Say on Pay Proposal”), and the second amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan to increase the number of shares of common stock authorized for issuance under the Plan by 2,500,000 shares, and to adopt certain other amendments to the Plan..
How can I attend the virtual meeting and vote my shares during the meeting?
If you are a shareholder of record, you may attend the meeting and vote your shares electronically during the virtual meeting by visiting www.virtualshareholdermeeting.com/FUL2023FUL2024. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice Regarding the Availability of Proxy Materials to enter the Annual Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts. However, even if you currently plan to attend the virtual meeting, we recommend that you submit your proxy ahead of time so that your vote will be counted if, for whatever reason, you later decide to not attend the virtual meeting.
If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page. The virtual meeting website will also present an option for you to attend the Annual Meeting as a guest without logging in, but guests will not be able to vote during the Annual Meeting.
If you are a participant in the 401(k) Plan, you may submit a proxy vote as described above, but you may not vote your 401(k) Plan shares in those plans during the virtual meeting.
How will management respond to questions during the virtual meeting?
The Company has held its Annual Meeting of Shareholders as a virtual meeting webcast via the Internet since 2016. While our Annual Meeting is just one of the forums where we engage with shareholders, it is an important one. The Board believes that holding the Annual Meeting in a virtual format provides the opportunity for participation by a broader group of shareholders, while reducing the costs and environmental impact associated with planning, holding, and arranging logistics for an in-person meeting. We welcome your suggestions on how we can improve our virtual meeting and make it more effective and efficient.
Management will respond to questions from shareholders in the same way as it would if the Company held an in-person meeting. Shareholders who wish to submit a question to the Company for the meeting may do so in advance at www.proxyvote.com and live during the meeting at www.virtualshareholdermeeting.com/FUL2023FUL2024. You will need the 16-digit control number that is printed in the box marked by the arrow on your Notice Regarding the Availability of Proxy Materials to enter the Annual Meeting. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.
We intend that the virtual meeting format provide shareholders a level of participation and transparency as close as possible to the traditional in-person meeting format, and we take the following steps to ensure such an experience:
providing shareholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses from management and the Board;
● | providing shareholders with the ability to submit appropriate questions in advance of the meeting to ensure thoughtful responses from management and the Board; |
providing shareholders with the ability to submit appropriate questions real-time, limiting questions to one per shareholder unless time otherwise permits;
● | providing shareholders with the ability to submit appropriate questions real-time, limiting questions to one per shareholder unless time otherwise permits; |
H. B. FULLER | 2024 Proxy Statement 63
QUESTIONS AND ANSWERS ABOUT THE MEETING
● | answering as many questions as possible in the time allotted for the meeting (the question-and-answer session will be limited to 15 minutes), without discrimination, if the questions are submitted in accordance with the meeting rules of conduct (for example, the Company does not intend to answer questions that are irrelevant to the business of the Company or to the business of the Annual Meeting); |
answering as many questions as possible in the time allotted for the meeting (the question-and-answer session will be limited to 15 minutes), without discrimination, if the questions are submitted in accordance with the meeting rules of conduct (for example, the Company does not intend to answer questions that are irrelevant to the business of the Company or to the business of the Annual Meeting);
● | if there are appropriate questions that we cannot answer during the meeting, we will post the questions and answers thereto on www.hbfuller.com in the Investor Relations area of our website; and |
if there are appropriate questions that we cannot answer during the meeting, we will post the questions and answers thereto on www.hbfuller.com in the Investor Relations area of our website; and
● | offering separate engagement opportunities with shareholders on appropriate matters of governance or other relevant topics as outlined under the “Communications with Directors” section on page 19 in this Proxy Statement. |
offering separate engagement opportunities with shareholders on appropriate matters of governance or other relevant topics as outlined under the “Communications with Directors” section on page 19 in this Proxy Statement.
How does the Board recommend that I vote?
The Board of Directors recommends a vote “FOR” each of the nominees for director, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 2, 2023,November 30, 2024, and “FOR” the Say on Pay Proposal, for the “ONE YEAR” frequency for the Frequency of Say on Pay Proposal, and “FOR” the second amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan.Proposal.
Who is entitled to vote at the meeting?
If you were a shareholder of record at the close of business on February 8, 2023,14, 2024, you are entitled to vote at the meeting.
As of the record date, 53,799,90654,435,548 shares of common stock of the Company were outstanding and eligible to vote.
What is the difference between a shareholder of record and a street name holder?
If your shares are registered directly in your name, you are considered the “shareholder of record” with respect to those shares.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of those shares, and your shares are held in street name.
What are the voting rights of the shareholders?
Holders of common stock are entitled to one vote per share. Therefore, a total of 53,799,90654,435,548 votes are entitled to be cast at the meeting. There is no cumulative voting for the election of directors.
How many shares must be present to hold the meeting?
A quorum is necessary to hold the meeting and conduct business. The presence of shareholders who can direct the voting of at least a majority of the outstanding shares of Common Stock as of the record date is considered a quorum. A shareholder is counted as present at the meeting if the shareholder logs in to the virtual meeting and votes at the meeting or if the shareholder has properly submitted a proxy by mail, telephone, or Internet.
How do I vote my shares?
You may give a proxy to be voted at the meeting either:
by Internet or telephone, by following the instructions provided in the Notice of Internet Availability of Proxy Materials or proxy card; or
● | by Internet or telephone, by following the instructions provided in the Notice of Internet Availability of Proxy Materials, or proxy card; or |
if you received printed proxy materials, you may also vote by Internet, mail or telephone as instructed on the proxy card, or if you hold shares beneficially in street name, the voting instruction card provided to you by your broker, bank, trustee, or nominee.
● | if you received printed proxy materials, you may also vote by Internet, mail, or telephone as instructed on the proxy card, or if you hold shares beneficially in street name, the voting instruction card provided to you by your broker, bank, trustee, or nominee. |
The telephone and Internet voting procedures have been set up for your convenience. The procedures have been designed to authenticate your identity, to allow you to give voting instructions, and to confirm that those instructions have been recorded properly.
|
QUESTIONS AND ANSWERS ABOUT THE MEETING
You may also vote at the virtual meeting as described in “How can I attend thevirtual meeting and vote my shares during the meeting?” above.
H. B. FULLER | 2024 Proxy Statement 64
QUESTIONS AND ANSWERS ABOUT THE MEETING
If you hold any shares of common stock in the 401(k) Plan, you are being provided access to the same proxy materials as any other shareholder of record. However, your proxy vote will serve as voting instructions to the plan trustee. The shares held in the 401(k) Plan will be voted by the applicable plan trustee.
What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials, proxy card or voting instruction card?
It means you hold shares of common stock in more than one account. To ensure that all your shares are voted, sign and return each proxy card or voting instruction card or, if you vote by telephone or via the Internet, vote once for each proxy card, voting instruction card, or Notice of Internet Availability of Proxy Materials you receive.
What vote is required for the proposals to be approved?
Each director is elected by a plurality of the votes cast, meaning that the three nominees receiving the most votes will be elected. However, in an uncontested election, if a nominee for director receives a greater number of votes “WITHHELD’“WITHHELD" from his or her election than votes “FOR” such election, the director shall submit to the Board a letter of resignation for consideration. See the heading “Director Elections” in the “Corporate Governance” section of this Proxy Statement for more information. With respect to the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm and the Say On Pay Proposal, and the second amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan, the affirmative vote of a majority of the shares of common stock represented and entitled to vote on each proposal is required, provided that the total number of shares of common stock that vote in favor of the proposal represents more than 25% of the shares outstanding on the record date.With respect to the Frequency of Say on Pay Proposal, if no option receives the affirmative vote of a majority of the shares of common stock represented and entitled to vote, the frequency selected by shareholders will be determined based on a plurality of the votes cast. This means that the option of one year, two years or three years that receives the highest number of votes cast by shareholders will be the frequency that has been selected by shareholders.
How are votes counted?
Shareholders may either vote “FOR” or “WITHHOLD” authority to vote for each nominee for election to the Board. Shareholders may vote “FOR,” “AGAINST”“AGAINST,” or “ABSTAIN” on the ratification of the appointment of Ernst & Young LLP the Say on Pay Proposal and the second amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan. Shareholders may vote “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN” on the Frequency of Say on Pay Proposal.
If you vote ABSTAIN"ABSTAIN" or WITHHOLD,"WITHHOLD," your shares will be counted as present at the meeting for the purposes of determining a quorum. If you ABSTAIN from voting on the Frequency of Say on Pay Proposal, and the frequency selected by shareholders is determined based on a plurality of the votes cast, this will have no effect on the frequency that is selected by shareholders. Otherwise, if you ABSTAIN"ABSTAIN" from voting on any proposal, your abstention has the same effect as a vote against that proposal. If you WITHHOLD"WITHHOLD" authority to vote for one or more of the nominees for director, this withholding of authority to vote will have no effect on the election of any director from whom votes are withheld, unless the director receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election, in which case the director shall submit to the Board a letter of resignation for consideration. See the heading “Director Elections” in the “Corporate Governance” section of this Proxy Statement for more information.
If you hold your shares in street name and do not provide voting instructions to your broker or nominee, your shares will be considered to be “broker non-votes” and will not be voted on any proposal on which your broker or nominee does not have discretionary authority to vote under the rules of the NYSE. Shares that constitute broker non-votes will be present at the meeting for the purpose of determining a quorum but are not considered entitled to vote on the proposal in question. Your broker or nominee has discretionary authority to vote your shares on the ratification of Ernst & Young as our independent registered public accounting firm even if your broker or nominee does not receive voting instructions from you. Your broker or nominee may not vote your shares on the election of directors or the Say on Pay Proposal the Frequency of Say on Pay Proposal and the second amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan unless it receives voting instructions from you. Broker non-votes will generally have no effect in determining whether any proposals to be voted on at the meeting are approved.
|
QUESTIONS AND ANSWERS ABOUT THE MEETING
What if I do not specify how I want my shares voted?
If you do not specify on your returned proxy card or voting instruction card (or when giving your proxy by telephone or via the Internet) how you want to vote your shares, we will vote them:
● | FOR all the nominees for director; |
● | FOR the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year ending November 30, 2024; |
● | FOR the Say on Pay Proposal; and |
● | with respect to such other matters that may properly come before the meeting, in accordance with the judgment of the persons named as proxies. |
H. B. FULLER | 2024 Proxy Statement 65
FOR all the nominees for director;
FOR the ratification
FOR the Say on Pay Proposal;
FOR “ONE YEAR” for the Frequency of Say on Pay Proposal;
“FOR” the second amendment and restatement of the 2020 Incentive Plan; and
with respect to such other matters that may properly come before the meeting, in accordance with the judgment of the persons named as proxies.
QUESTIONS AND ANSWERS ABOUT THE MEETING
Can I change my vote?
Yes. If you are a shareholder of record, you may change your vote and revoke your proxy at any time before it is voted at the virtual meeting in any of the following ways:
by sending a written notice of revocation to our Corporate Secretary;
● | by sending a written notice of revocation to our Corporate Secretary; |
by submitting another properly signed proxy card later to our Corporate Secretary;
● | by submitting another properly signed proxy card later to our Corporate Secretary; |
by submitting another proxy by telephone or via the Internet later; or
● | by submitting another proxy by telephone or via the Internet later; or |
by voting electronically at the virtual meeting.
● | by voting electronically at the virtual meeting. |
If you are a street name holder, please consult your broker, bank, trustee, or nominee for instructions on how to change your vote.
Who pays for the cost of proxy preparation and solicitation?
We pay for the cost of proxy preparation and solicitation, including the charges and expenses of brokerage firms or other nominees for forwarding proxy materials to beneficial owners of shares held in street name. We have engaged Alliance Advisors, LLC to assist in the solicitation of proxies and to provide related advice and informational support, for a services fee and the reimbursement of customary disbursements which are not expected to exceed $13,000$26,000 in total.
We are soliciting proxies primarily by mail. In addition, proxies may be solicited by telephone or facsimile, or personally by our directors, officers, and regular employees. These individuals will receive no compensation (other than their regular salaries) for these services.
Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of paper copies?
In accordance with rules adopted by the SEC, we may furnish proxy materials to our shareholders by providing access to these documents on the Internet instead of mailing printed copies. In general, you will not receive printed copies of the materials unless you request them. Instead, we mailed you the Notice of Internet Availability of Proxy Materials (unless you have previously consented to electronic delivery or already requested to receive paper copies), which instructs you as to how you may access and review all the proxy materials on the Internet. The Notice of Internet Availability of Proxy Materials explains how to submit your proxy over the Internet or by telephone. If you would like to receive a paper copy or e-mail copy of the proxy materials, please follow the instructions provided in the Notice of Internet Availability of Proxy Materials.
Are the proxy and related materials available electronically?
Yes. Our Proxy Statement and 20222023 Annual Report, including our Annual Report on Form 10-K, are available at www.proxyvote.com.
|
QUESTIONS AND ANSWERS ABOUT THE MEETING
Will any other business be considered at the meeting?
Our Bylaws provide that a shareholder may present a proposal at the Annual Meeting that is not included in this Proxy Statement only if proper written notice was received by us. No shareholder has given the timely notice required by our Bylaws to present a proposal at the Annual Meeting. The Board does not intend to present any other matters for a vote at the Annual Meeting. If you wish to present a proposal at the 20242025 Annual Meeting, please see “How can a shareholder present a proposal at the 20242025 Annual Meeting?” As of the date of this Proxy Statement, we do not know of any other business to be presented for consideration at the Annual Meeting.
How can a shareholder present a proposal at the 20242025 Annual Meeting?
For a shareholder proposal to be considered for inclusion in our Proxy Statement for the 20242025 Annual Meeting, the written proposal must be received at our principal executive offices by the close of business on October 25, 2023.31, 2024. The proposal must comply with SEC rules regarding the inclusion of shareholder proposals in company-sponsored proxy materials.
H. B. FULLER | 2024 Proxy Statement 66
QUESTIONS AND ANSWERS ABOUT THE MEETING
If a shareholder wishes to present a proposal or to nominate a director at the 20232025 Annual Meeting that would not be included in our Proxy Statement for such meeting, the shareholder must provide notice to us no later than the close of business on January 8, 202413, 2025 and no earlier than the close of business on December 8, 2023.12, 2024. The proposal or nomination must comply with the requirements set forth in our Bylaws. In addition, notice of a nomination must comply with the additional requirements of Rule 14a-19(b) of the Exchange Act. Please contact the Corporate Secretary for a description of the steps to be taken to present such a proposal or to nominate a director.
How can a shareholder get a copy of the Company’s 2022Company’s 2023 Annual Report on Form 10-K?
If you receive a printed copy of the proxy materials in the mail, our 20222023 Annual Report, including our Annual Report on Form 10-K for the year ended December 3, 2022,2, 2023, accompanies this Proxy Statement. The 20222023 Annual Report, including our Annual Report on Form 10-K, is also available via the internet in the “Financials” section of our Investor Relations page of our website (www.hbfuller.com). If requested, we will provide you a paper copy of the 20222023 Annual Report, including our Annual Report on Form 10-K without charge. We will also provide you with copies of any exhibits to the Form 10-K, upon written request and upon payment of a fee covering our reasonable expenses in furnishing the exhibits. You can request a paper copy of the 20222023 Annual Report, or paper copies of exhibits to the Form 10-K by writing to the Corporate Secretary, H.B. Fuller Company, P.O. Box 64683, St. Paul, Minnesota 55164-0683.
How do I contact the Corporate Secretary?
The Corporate Secretary is Timothy J. Keenan.Gregory O. Ogunsanya. The mailing address is the Office of the Corporate Secretary, P.O. Box 64683, St. Paul, Minnesota 55164-0683.
H. B. FULLER | 2024 Proxy Statement 67
“HOUSEHOLDING” OF PROXY MATERIALS
The SEC rules allow a single copy of the Proxy Statement, Annual Report and Notice of Internet Availability of Proxy Materials to be delivered to multiple shareholders sharing the same address and last name, or who we reasonably believe are members of the same family, and who consent to receive a single copy of these materials in a manner provided by these rules. This practice is referred to as “householding” and can result in significant savings of paper and mailing costs. Although we do not household for our registered shareholders, some brokers household H.B. Fuller proxy statements and annual reports, delivering a single copy of each to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of our Proxy Statement, Annual Report, or Notice of Internet Availability of Proxy Materials, or if you are receiving multiple copies of either document and you wish to receive only one, please notify your broker. The Company will deliver promptly upon written or oral request a separate copy of our Proxy Statement, Annual Report, and/or Notice of Internet Availability of Proxy Materials to a shareholder at a shared address to which a single copy of either document was delivered. For copies of either or both documents, shareholders should contact the Corporate Secretary, H.B. Fuller Company, at P.O. Box 64683, St. Paul, Minnesota 55164-0683, or call (651) 236-5825.
H. B. FULLER | 2023 Proxy Statement 68
ANNEX A
RECONCILIATION OF NON-GAAP FINANCIAL INFORMATION
Certain financial information presented in this proxy statement does not conform to generally accepted accounting principles (GAAP) and should not be construed as an alternative to the reported financial results of the Company determined in accordance with GAAP. We have included this non-GAAP information to assist in understanding the operating performance of the Company as well as the comparability of results. Such non-GAAP information provided may not be consistent with methodologies used by other companies. The non-GAAP information is reconciled with the most directly comparable GAAP results in the tables below. All information is in thousands (except per share amounts) and is unaudited.
ADJUSTED DILUTED EARNINGS PER SHARE – NON-GAAP RECONCILIATION
|
| For the Fiscal Year Ended December 3, 2022 |
| For the Fiscal Year Ended November 27, 2021 |
| Fiscal Year 2021 to Fiscal Year 2022 Increase (Decrease) | For the Fiscal Year Ended December 2, 2023 | For the Fiscal Year Ended December 3, 2022 | Fiscal Year 2022 to Fiscal Year 2023 Increase (Decrease) | |||||||||||||||||||||
Net income attributable to H.B. Fuller (GAAP) |
|
| $ | 180,313 |
|
|
|
| $ | 161,393 |
|
|
|
| 12% |
|
| $ | 144,906 | $ | 180,313 | (20 | %) | |||||||
Acquisition project costs |
|
|
| 10,830 |
|
|
|
|
| 5,622 |
|
|
|
|
|
|
|
| 16,874 | 10,830 | ||||||||||
Organizational realignment |
|
|
| 6,386 |
|
|
|
|
| 12,699 |
|
|
|
|
|
|
|
| 29,900 | 6,386 | ||||||||||
Royal restructuring and integration |
|
|
| 2,474 |
|
|
|
|
| 4,195 |
|
|
|
|
|
|
|
| 0 | 2,474 | ||||||||||
Project One |
|
|
| 9,885 |
|
|
|
|
| 9,426 |
|
|
|
|
|
|
|
| 9,815 | 9,885 | ||||||||||
Other |
|
|
| 12,791 |
|
|
|
|
| (146 | ) |
|
|
|
|
|
|
| (611 | ) | 12,791 | |||||||||
Discrete tax items |
|
|
| 9,308 |
|
|
|
|
| 4,272 |
|
|
|
|
|
|
|
| 26,085 | 9,308 | ||||||||||
Income tax effect on adjustments |
|
|
| (10,699 | ) |
|
|
|
| (8,872 | ) |
|
|
|
|
|
|
| (10,604 | ) | (10,699 | ) | ||||||||
Adjusted net income attributable to H.B. Fuller (non-GAAP) |
|
| $ | 221,288 |
|
|
|
| $ | 188,589 |
|
|
|
|
|
|
|
| $ | 216,365 | $ | 221,288 | ||||||||
Diluted shares |
|
|
| 55,269 |
|
|
|
|
| 54,315 |
|
|
|
|
|
|
|
| 55,958 | 55,269 | ||||||||||
Diluted earnings per share (GAAP) |
|
| $ | 3.26 |
|
|
|
| $ | 2.97 |
|
|
|
| 10% |
|
| $ | 2.59 | $ | 3.26 | (21 | %) | |||||||
Adjusted diluted earnings per share (Adjusted EPS) non-GAAP1 |
|
| $ | 4.00 |
|
|
|
| $ | 3.47 |
|
|
|
| 15% |
|
| |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Adjusted diluted earnings per share (Adjusted EPS) (non-GAAP)1 | $ | 3.87 | $ | 4.00 | (3 | %) |
(1) | Adjusted EPS is a non-GAAP financial measure and excludes the after-tax items shown on the reconciliation table above, including costs related to accounting for acquisitions, costs associated with organizational realignment to support the Company’s strategic plan; costs associated with the integration and restructuring of the acquired Royal business; |
In calculating results used for our STIP, additional adjustments are made to non-GAAP business results used for financial reporting purposes to eliminate the impact of acquisitions (for Adjusted EBITDA and Adjusted Net Revenue, but not for Adjusted EPS) and other items to ensure that actual results used for our STIP are comparable to targets.
NET REVENUE - GAAP AMOUNT TO ADJUSTED NET REVENUE
AMOUNT USED FOR THE STIP
Fiscal Year Ended December 3, 20222, 2023
Net Revenue (GAAP) | $ | 3,510,934 | ||
Adjustments for acquisitions | $ | (94,277 | ) | |
Foreign Exchange Adjustment to Budget Rates | (65,923 | ) | ||
Adjusted Net Revenue – STIP (non-GAAP) | $ | 3,350,734 |
H. B. FULLER | 2024 Proxy Statement A-1
Net Revenue (GAAP) |
| $ | 3,749,183 |
|
|
Adjustments for acquisitions |
| $ | (64,604 | ) |
|
Foreign Exchange Adjustment to Budget Rates |
|
| 189,251 |
|
|
Adjusted Net Revenue – STIP (non-GAAP) |
| $ | 3,873,830 |
|
|
ANNEX A
|
ANNEX A
NET INCOME - GAAP AMOUNT TO ADJUSTED EBITDA USED FOR THE STIP
Fiscal Year Ended December 3, 20222, 2023
For the Fiscal Year Ended December 2, 2023 | For the Fiscal Year Ended December 3, 2022 | Fiscal Year 2022 to Fiscal Year 2023 Increase (Decrease) | ||||||||||
Net Income attributable to H.B. Fuller (GAAP) | $ | 144,906 | $ | 180,313 | ||||||||
Adjustments | ||||||||||||
Acquisition project costs | 16,874 | 10,830 | ||||||||||
Organizational realignment | 29,900 | 6,386 | ||||||||||
Royal restructuring and integration | 0 | 2,474 | ||||||||||
Project One | 9,815 | 9,885 | ||||||||||
Other | (611 | ) | 12,791 | |||||||||
Discrete tax items | 26,085 | 9,308 | ||||||||||
Income tax effect on adjustments | (10,604 | ) | (10,699 | ) | ||||||||
Adjusted Net Income | $ | 216,365 | $ | 221,288 | ||||||||
Add: | ||||||||||||
Interest expense | 131,913 | 91,547 | ||||||||||
Interest income | (3,943 | ) | (7,790 | ) | ||||||||
Income taxes | 78,047 | 78,576 | ||||||||||
Depreciation and Amortization expense | 158,456 | 146,394 | ||||||||||
Adjusted EBITDA (non-GAAP) | 580,838 | 530,015 | 10 | % | ||||||||
Net revenue | 3,510,934 | 3,749,183 | ||||||||||
Adjusted EBITDA margin (non-GAAP) | 17 | % | 14 | % | ||||||||
Adjustments for acquisitions | (13,582 | ) | (15,361 | ) | ||||||||
Foreign Exchange Adjustment to Budget Rates | (11,630 | ) | 18,623 | |||||||||
Adjusted EBITDA – STIP (non-GAAP) | $ | 555,626 | $ | 533,277 |
H. B. FULLER | 2024 Proxy Statement A-2
|
| For the Fiscal Year Ended December 3, 2022 | For the Fiscal Year Ended November 27, 2021 |
|
| Fiscal Year 2021 to Fiscal Year 2022 Increase (Decrease) |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income attributable to H.B. Fuller (GAAP) |
| $ | 180,313 |
|
| $ | 161,393 |
|
|
|
|
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition project costs |
|
| 10,830 |
|
|
| 5,622 |
|
|
|
|
|
Organizational realignment |
|
| 6,386 |
|
|
| 12,699 |
|
|
|
|
|
Royal restructuring and integration |
|
| 2,474 |
|
|
| 4,195 |
|
|
|
|
|
Project One |
|
| 9,885 |
|
|
| 9,426 |
|
|
|
|
|
Other |
|
| 12,791 |
|
|
| (146 | ) |
|
|
|
|
Discrete tax items |
|
| 9,308 |
|
|
| 4,272 |
|
|
|
|
|
Income tax effect on adjustments |
|
| (10,699 | ) |
|
| (8,872 | ) |
|
|
|
|
Adjusted Net Income |
| $ | 221,288 |
|
|
| 188,589 |
|
|
|
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
| 91,547 |
|
|
| 78,175 |
|
|
|
|
|
Interest income |
|
| (7,790 | ) |
|
| (9,476 | ) |
|
|
|
|
Income taxes |
|
| 78,576 |
|
|
| 67,632 |
|
|
|
|
|
Depreciation and Amortization expense |
|
| 146,394 |
|
|
| 142,003 |
|
|
|
|
|
Adjusted EBITDA (non-GAAP) |
|
| 530,015 |
|
|
| 466,923 |
|
| 14% |
| |
Adjustments for acquisitions |
|
| (15,361 | ) |
| - |
|
|
|
|
| |
Foreign Exchange Adjustment to Budget Rates |
|
| 18,623 |
|
|
| (8,361 | ) |
|
|
|
|
Adjusted EBITDA – STIP (non-GAAP) |
| $ | 533,277 |
|
| $ | 458,562 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ANNEX A
|
ANNEX A
ENGINEERING ADHESIVES (“EA”(“EA”) SEGMENT NET REVENUE - GAAP AMOUNT
TO ADJUSTED NET REVENUE USED FOR THE STIP
Fiscal Year Ended December 3, 20222, 2023
|
| Fiscal Year Ended December 3, 2022 |
|
| Fiscal Year Ended November 27, 2021 |
|
| Fiscal Year 2021 to Fiscal Year 2022 Increase (Decrease) |
| Fiscal Year Ended December 2, 2023 | Fiscal Year Ended December 3, 2022 | Fiscal Year 2022 to Fiscal Year 2023 Increase (Decrease) | ||||||||||||
EA Segment Revenue (GAAP) |
| $ | 1,532,639 |
|
| $ | 1,371,756 |
|
| 12% |
| $ | 1,428,744 | $ | 1,532,639 | (7 | %) | |||||||
Adjustments for acquisitions |
| $ | (7,421 | ) |
|
|
|
|
|
|
|
| $ | (5,189 | ) | $ | (7,421 | ) | ||||||
Foreign Exchange Adjustment to Budget Rates |
|
| 82,196 |
|
|
| (26,998 | ) |
|
|
|
| (37,720 | ) | 82,196 | |||||||||
EA Segment Net Revenue - STIP (non-GAAP) |
| $ | 1,607,414 |
|
| $ | 1,344,758 |
|
| 20% |
| $ | 1,385,835 | $ | 1,607,414 | (14 | %) |
EA SEGMENT ADJUSTED NET INCOME - GAAP AMOUNT
TO ADJUSTED EBITDA USED FOR THE STIP
Fiscal Year Ended December 3, 20222, 2023
Fiscal Year Ended December 2, 2023 | Fiscal Year Ended December 3, 2022 | Fiscal Year 2022 to Fiscal Year 2023 Increase (Decrease) | ||||||||||
EA Adhesives Segment Net Income (GAAP) | $ | 187,346 | $ | 168,873 | ||||||||
Add: Depreciation and Amortization | 63,143 | 58,307 | ||||||||||
Add: Non-Operating Pension Expense or Income | 5,289 | 8,768 | ||||||||||
Adjusted EBITDA (non-GAAP) | 255,778 | 235,948 | 8 | % | ||||||||
Adjustments for acquisitions | 280 | (1,245 | ) | |||||||||
Foreign Exchange Adjustment to Budget Rates | (7,226 | ) | 9,853 | |||||||||
EA Adhesives Segment Adjusted EBITDA – STIP (non-GAAP) | $ | 248,832 | $ | 244,556 | 2 | % |
H. B. FULLER | 2024 Proxy Statement A-3
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| Fiscal Year Ended December 3, 2022 |
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| Fiscal Year Ended November 27, 2021 |
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| Fiscal Year 2021 to Fiscal Year 2022 Increase (Decrease) |
| |||
EA Adhesives Segment Net Income (GAAP) |
| $ | 168,873 |
|
| $ | 135,913 |
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|
|
|
|
Add: Depreciation and Amortization |
|
| 58,307 |
|
|
| 61,081 |
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|
|
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|
Add: Non-Operating Pension Expense or Income |
|
| 8,768 |
|
|
| 10,137 |
|
|
|
|
|
Adjusted EBITDA (non-GAAP) |
|
| 235,948 |
|
|
| 207,131 |
|
| 14% |
| |
Adjustments for acquisitions |
|
| (1,245 | ) |
|
|
|
|
|
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Foreign Exchange Adjustment to Budget Rates |
|
| 9,853 |
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|
| (5,781 | ) |
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EA Adhesives Segment Adjusted EBITDA – STIP (non-GAAP) |
| $ | 244,556 |
|
| $ | 201,350 |
|
| 21% |
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ANNEX A
CONSTRUCTION ADHESIVES (“CA”(“CA”) SEGMENT
NET REVENUE - GAAP AMOUNT TO ADJUSTED NET REVENUE USED FOR THE STIP
Fiscal Year Ended December 3, 20222, 2023
|
| Fiscal Year Ended December 3, 2022 |
|
| Fiscal Year Ended November 27, 2021 |
|
| Fiscal Year 2021 to Fiscal Year 2022 Increase (Decrease) |
| Fiscal Year Ended December 2, 2023 | Fiscal Year Ended December 3, 2022 | Fiscal Year 2022 to Fiscal Year 2023 Increase (Decrease) | ||||||||||||
CA Segment Revenue (GAAP) |
| $ | 520,610 |
|
| $ | 433,519 |
|
| 20% |
| $ | 480,703 | $ | 520,610 | (8 | %) | |||||||
Adjustments for acquisitions |
| $ | (53,716 | ) |
|
| - |
|
|
|
|
| (15,838 | ) | (53,716 | ) | ||||||||
Foreign Exchange Adjustment to Budget Rates |
|
| 5,685 |
|
|
| (3,011 | ) |
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|
|
| (6,022 | ) | 5,685 | |||||||||
CA Segment Adjusted Net Revenue – STIP (non-GAAP) |
| $ | 472,579 |
|
| $ | 430,508 |
|
| 10% |
| $ | 458,843 | $ | 472,579 | (3 | %) | |||||||
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CASEGMENT NET INCOME - GAAP AMOUNT TO ADJUSTED EBITDA USED FOR THE STIP
Fiscal Year Ended December 3, 20222, 2023
Fiscal Year Ended December 2, 2023 | Fiscal Year Ended December 3, 2022 | Fiscal Year 2022 to Fiscal Year 2023 Increase (Decrease) | ||||||||||
CA Segment Net Income (GAAP) | $ | 5,961 | $ | 22,989 | ||||||||
Add: Depreciation and Amortization | $ | 41,915 | $ | 41,713 | ||||||||
Add: Non-Operating Pension Expense or Income | 7,641 | 9,485 | ||||||||||
Adjusted EBITDA (non-GAAP) | 55,517 | 74,187 | (25 | %) | ||||||||
Adjustments for acquisitions | (2,099 | ) | (12,414 | ) | ||||||||
Foreign Exchange Adjustment to Budget Rates | (939 | ) | 20 | |||||||||
CA Segment Adjusted EBITDA – STIP (non-GAAP) | $ | 52,479 | $ | 61,793 | (15 | %) |
H. B. FULLER | 2024 Proxy Statement A-4
|
| Fiscal Year Ended December 3, 2022 |
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| Fiscal Year Ended November 27, 2021 |
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| Fiscal Year 2021 to Fiscal Year 2022 Increase (Decrease) |
| |||
CA Segment Net Income (GAAP) |
| $ | 22,989 |
|
| $ | 14,148 |
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Add: Depreciation and Amortization |
| $ | 41,713 |
|
| $ | 35,003 |
|
|
|
|
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Add: Non-Operating Pension Expense or Income |
|
| 9,485 |
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|
| 8,739 |
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|
|
|
Adjusted EBITDA (non-GAAP) |
|
| 74,187 |
|
|
| 57,890 |
|
| 28% |
| |
Adjustments for acquisitions |
|
| (12,414 | ) |
|
| - |
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|
|
|
|
Foreign Exchange Adjustment to Budget Rates |
|
| 20 |
|
|
| (267 | ) |
|
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CA Segment Adjusted EBITDA – STIP (non-GAAP) |
| $ | 61,793 |
|
| $ | 57,623 |
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| 7% |
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ANNEX A
HYGIENE, HEALTH AND CONSUMABLE (“HHC”(“HHC”) ADHESIVES SEGMENT
NET REVENUE - GAAP AMOUNT TO ADJUSTED NET REVENUE USED FOR THE STIP
Fiscal Year Ended December 3, 20222, 2023
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| Fiscal Year Ended December 3, 2022 |
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| Fiscal Year Ended November 27, 2021 |
|
| Fiscal Year 2021 to Fiscal Year 2022 Increase (Decrease) |
| Fiscal Year Ended December 2, 2023 | Fiscal Year Ended December 3, 2022 | Fiscal Year 2022 to Fiscal Year 2023 Increase (Decrease) | ||||||||||||
HHC Adhesives Segment Revenue (GAAP) |
| $ | 1,695,934 |
|
|
| 1,472,756 |
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| 15.0% |
| $ | 1,601,487 | $ | 1,695,934 | (6 | %) | |||||||
Adjustments for acquisitions |
| $ | (3,467 | ) |
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| - |
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|
|
|
| $ | (73,250 | ) | $ | (3,467 | ) | ||||||
Foreign Exchange Adjustment to Budget Rates |
|
| 101,370 |
|
|
| (18,253 | ) |
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| (22,463 | ) | 101,370 | |||||||||
HHC Adhesives Segment Adjusted Net Revenue – STIP (non-GAAP) |
| $ | 1,793,837 |
|
| $ | 1,454,503 |
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| 23% |
| $ | 1,505,774 | $ | 1,793,837 | (16 | %) | |||||||
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HHC ADHESIVES SEGMENT NET INCOME - GAAP AMOUNT
TO ADJUSTED EBITDA USED FOR THE STIP
Fiscal Year Ended December 3, 20222, 2023
Fiscal Year Ended December 2, 2023 | Fiscal Year Ended December 3, 2022 | Fiscal Year 2022 to Fiscal Year 2023 Increase (Decrease) | ||||||||||
HHC Adhesives Segment Net Income (GAAP) | $ | 215,088 | $ | 165,786 | ||||||||
Add: Depreciation and Amortization | $ | 53,398 | $ | 46,374 | ||||||||
Add: Non-Operating Pension Expense or Income | 7,316 | 11,828 | ||||||||||
Adjusted EBITDA (non-GAAP) | 275,802 | 223,988 | 23 | % | ||||||||
Adjustments for acquisitions | (11,764 | ) | (1,701 | ) | ||||||||
Foreign Exchange Adjustment to Budget Rates | (3,646 | ) | 12,392 | |||||||||
HHC Adhesives Segment Adjusted EBITDA – STIP (non-GAAP) | $ | 260,392 | $ | 234,679 | 11 | % |
H. B. FULLER | 2023 Proxy Statement A-5
|
| Fiscal Year Ended December 3, 2022 |
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| Fiscal Year Ended November 27, 2021 |
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| Fiscal Year 2021 to Fiscal Year 2022 Increase (Decrease) |
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HHC Adhesives Segment Net Income (GAAP) |
| $ | 168,129 |
|
|
| 138,366 |
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Add: Depreciation and Amortization |
| $ | 46,374 |
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|
| 45,919 |
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|
|
Add: Non-Operating Pension Expense or Income |
|
| 9,485 |
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|
| 13,194 |
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|
|
|
Adjusted EBITDA (non-GAAP) |
|
| 223,988 |
|
|
| 197,479 |
|
| 13% |
| |
Adjustments for acquisitions |
|
| (1,701 | ) |
|
| - |
|
|
|
|
|
Foreign Exchange Adjustment to Budget Rates |
|
| 12,392 |
|
|
| (2,148 | ) |
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|
|
HHC Adhesives Segment Adjusted EBITDA – STIP (non-GAAP) |
| $ | 234,679 |
|
| $ | 195,331 |
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| 20% |
| |
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ANNEX A
OPERATING INCOME – GAAP AMOUNT TO ROIC USED FOR THE LTIP
Fiscal Year ended December 3, 20222, 2023
Fiscal Year Ended December 2, 2023 | Fiscal Year Ended December 3, 2022 | Fiscal Year Ended November 27, 2021 | ||||||||||
Operating Income (GAAP) | 355,137 | 322,718 | 252,622 | |||||||||
Other income (expense), net1 | 20,246 | 30,081 | 32,070 | |||||||||
Adjustments for Acquisitions | (557 | ) | (7,952 | ) | 2,848 | |||||||
Adjustments2 | 53,260 | 34,936 | 35,814 | |||||||||
Adjusted Operating Income | 428,086 | 379,783 | 323,354 | |||||||||
Tax Expense | (115,200 | ) | (101,402 | ) | (87,952 | ) | ||||||
Income from equity method investments | 4,357 | 5,665 | 7,657 | |||||||||
Net operating profit after taxa | 317,244 | 284,046 | 243,059 | |||||||||
Invested Capitalb | 3,187,199 | 3,045,437 | 3,167,972 | |||||||||
ROIC (a/b) (non-GAAP) | 10.0 | % | 9.3 | % | 7.7 | % | ||||||
ROIC Average | 9.0 | % |
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| All components of net periodic pension (cost) benefit and net periodic |
(2) | Adjustments include the following pre-tax items: costs related to integrating and accounting for acquisitions; costs associated with organizational realignment to support the Company’s strategic plan; costs associated with the integration and restructuring of the acquired Royal Adhesives business; transactional tax expense associated with an audit |
Acquisition project costs | 16,997 | 10,830 | 5,621 | |||||||||
Organizational realignment | 29,820 | 7,601 | 12,089 | |||||||||
Royal Restructuring and Integration | 2,500 | 4,278 | ||||||||||
Project One | 9,815 | 9,885 | 9,426 | |||||||||
Other | (3,352 | ) | 4,120 | 4,400 | ||||||||
Total Adjustments | 53,260 | 34,936 | 35,814 |
H. B. FULLER | 2024 Proxy Statement A-6
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SECOND amended and restated H.B. fuller company
2020 master INCENTIVE PLAN
Section 1. Purpose
The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining employees, officers, consultants, independent contractors and non-employee Directors capable of assuring the future success of the Company, to provide such persons with opportunities for stock ownership in the Company and to offer such persons other incentives to put forth maximum efforts for the success of the Company’s business.
Section 2. Definitions
As used in the Plan, the following terms shall have the meanings set forth below:
(a) “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in each case as determined by the Committee.
(b) “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Dividend Equivalent or Other Stock-Based Award granted under the Plan.
(c) “Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing an Award granted under the Plan (including a document in an electronic medium) executed in accordance with the requirements of Section 9(b).
(d) “Board” shall mean the Board of Directors of the Company.
(e) “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any regulations promulgated thereunder.
(f) “Committee” shall mean the Compensation Committee of the Board or such other committee designated by the Board to administer the Plan. The Committee shall be comprised of not less than such number of Directors as shall be required to permit Awards granted under the Plan to qualify under Rule 16b-3, and each member of the Committee shall be a “non-employee director” within the meaning of Rule 16b-3.
(g) “Company” shall mean H.B. Fuller Company, a Minnesota corporation, and any successor corporation.
(h) “Director” shall mean a member of the Board.
(i) “Dividend Equivalent” shall mean any right granted under Section 6(d) of the Plan.
(j) “Eligible Person” shall mean any employee, officer, non-employee Director, consultant, independent contractor or advisor providing services to the Company or any Affiliate, or any person to whom an offer of employment or engagement with the Company or any Affiliate is extended. An Eligible Person must be a natural person, and may only be granted an Award in connection with the provision of services not related to capital raising or promoting or maintaining a market for the Shares.
(k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(l) “Fair Market Value” shall mean, with respect to any property (including, without limitation, any Shares or other securities), the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market Value of a Share as of a given date shall be, if the Shares are then traded on the New York Stock Exchange, the closing price of one Share as reported on the New York Stock Exchange on such date or, if the New York Stock Exchange is not open for trading on such date, on the most recent preceding date when the New York Stock Exchange is open for trading.
(m) “Full Value Award” shall mean any Award other than an Option or Stock Appreciation Right or similar Award, the value of which Option, Stock Appreciation Right or similar Award is based solely on an increase in the value of the Shares after the date of grant of such Award.
(n) “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code or any successor provision.
(o) “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.
H. B. FULLER | 2023 Proxy Statement B-1
ANNEX B
(p) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option to purchase shares of the Company.
(q) “Other Stock-Based Award” shall mean any right granted under Section 6(e) of the Plan.
(r) “Participant” shall mean an Eligible Person designated to be granted an Award under the Plan.
(s) “Plan” shall mean the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan, as amended from time to time.
(t) “Prior Plans” shall mean the H.B. Fuller Company 2018 Master Incentive Plan, the H.B. Fuller Company 2016 Master Incentive Plan and the H.B. Fuller Company 2009 Director Stock Incentive Plan (and any predecessor plans to such plans), as amended from time to time.
(u) “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.
(v) “Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a Share) at some future date.
(w) “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation.
(x) “Section 409A” shall mean Section 409A of the Code, or any successor provision, and applicable Treasury Regulations and other applicable guidance thereunder.
(y) “Securities Act” shall mean the Securities Act of 1933, as amended.
(z) “Share” or “Shares” shall mean share(s) of common stock, $1.00 par value per share, of the Company or such other securities or property as may become subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.
(aa) “Specified Employee” shall mean a specified employee as defined in Section 409A(a)(2)(B) of the Code or applicable proposed or final regulations under Section 409A, determined in accordance with procedures established by the Company and applied uniformly with respect to all plans maintained by the Company that are subject to Section 409A.
(bb) “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.
Section 3. Administration
(a) Power and Authority of the Committee. The Plan shall be administered by the Committee. Subject to the express provisions of the Plan and to applicable law, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or the method by which payments or other rights are to be calculated in connection with) each Award; (iv) determine the terms and conditions of any Award or Award Agreement, including any terms relating to the forfeiture of any Award and the forfeiture, recapture or disgorgement of any cash, Shares or other amounts payable with respect to any Award; (v) amend the terms and conditions of any Award or Award Agreement, subject to the limitations under Sections 6 and 7; (vi) accelerate the exercisability of any Award or the lapse of any restrictions relating to any Award, subject to the limitations of Sections 6 and 7; (vii) determine whether, to what extent and under what circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other property (but excluding promissory notes), or canceled, forfeited or suspended; (viii) determine whether, to what extent and under what circumstances amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or the Committee, subject to the requirements of Section 409A; (ix) interpret and administer the Plan and any instrument or agreement, including an Award Agreement, relating to the Plan; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (xii) adopt such modifications, rules, procedures and subplans as may be necessary or desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or an Affiliate may operate, including, without limitation, establishing any special rules for Affiliates, Eligible Persons or Participants located in any particular country, in order to meet the objectives of the Plan and to ensure the viability of the intended benefits of Awards granted to Participants located in such non-United States jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award or Award Agreement shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or Award Agreement, and any employee of the Company or any Affiliate.
(b) Delegation. The Committee may delegate to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion, the authority to grant Awards; provided, however, that the Committee shall not delegate such authority (i) with regard to grants of Awards to be made to officers of the Company or any Affiliate who are subject to Section 16 of the Exchange Act or (ii) in such a manner as would cause the Plan not to comply with applicable exchange rules or applicable law.
H. B. FULLER | 2023 Proxy Statement B-2
ANNEX B
(c) Power and Authority of the Board. Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to comply with the requirements of Rule 16b-3; and (ii) only the Committee (or another committee of the Board comprised of directors who qualify as independent directors within the meaning of the independence rules of any applicable securities exchange where the Shares are then listed) may grant Awards to Directors who are not also employees of the Company or an Affiliate.
(d) Indemnification. To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations. The provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board, the Committee or any other person may have by virtue of such person’s position with the Company.
Section 4. Shares Available for Awards
(a) Shares Available.
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(b) Counting Shares. Except as set forth in this Section 4(b) below, if an Award entitles the holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to which such Award relates shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan.
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(c) Adjustments. In the event that any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event
H. B. FULLER | 2023 Proxy Statement B-3
ANNEX B
affects the Shares such that an adjustment is necessary in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) that thereafter may be made the subject of Awards, (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards, (iii) the purchase price or exercise price with respect to any Award and (iv) the limitations contained in Section 4(d)(i) below; provided, however, that the number of Shares covered by any Award or to which such Award relates shall always be a whole number. Such adjustment shall be made by the Committee or the Board, whose determination in that respect shall be final, binding and conclusive.
(d) Award Limitations Under the Plan.
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Section 5. Eligibility
Any Eligible Person shall be eligible to be designated as a Participant. In determining which Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into account the nature of the services rendered by the respective Eligible Persons, their present and potential contributions to the success of the Company or such other factors as the Committee, in its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may only be granted to full-time or part-time employees (which term as used herein includes, without limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation” of the Company within the meaning of Section 424(f) of the Code or any successor provision.
Section 6. Awards
(a) Options. The Committee is hereby authorized to grant Options to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:
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H. B. FULLER | 2023 Proxy Statement B-4
ANNEX B
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(b) Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the date of exercise over (ii) the grant price of the Stock Appreciation Right as specified by the Committee, which price shall not be less than one hundred percent (100%) of the Fair Market Value of one Share on the date of grant of the Stock Appreciation Right; provided, however, that the Committee may designate a grant price below Fair Market Value on the date of grant if the Stock Appreciation Right is granted in substitution for a stock appreciation right previously granted by an entity that is acquired by or merged with the Company or an Affiliate. Subject to the terms of the Plan and any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise, methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be as determined by the Committee (except that the term of each Stock Appreciation Right shall be subject to the term limitation in Section 6(a)(ii) applicable to Options). The Committee may impose such conditions or restrictions on the exercise of any Stock Appreciation Right as it may deem appropriate.
(c) Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant an Award of Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and conditions and with such additional terms and conditions not inconsistent with the provisions of the Plan as the Committee shall determine:
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H. B. FULLER | 2023 Proxy Statement B-5
ANNEX B
(d) Dividend Equivalents. The Committee is hereby authorized to grant Dividend Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments (in cash, Shares, other securities, other Awards or other property as determined in the discretion of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and conditions as the Committee shall determine. Notwithstanding the foregoing, (i) the Committee may not grant Dividend Equivalents to Eligible Persons in connection with grants of Options, Stock Appreciation Rights or other Awards the value of which is based solely on an increase in the value of the Shares after the grant of such Award, and (ii) dividend and Dividend Equivalent amounts with respect to any Share underlying an Award may be accrued but not paid to a Participant until all conditions or restrictions relating to such Share have been satisfied, waived or lapsed. Notwithstanding any provision in any Award that provides for payment of dividend equivalent amounts in the form of Shares, the Committee may, in its discretion, pay such dividend equivalent amounts in cash in lieu of Shares.
(e) Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible Persons such other Awards that are denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by the Committee to be consistent with the purpose of the Plan. The Committee shall determine the terms and conditions of such Awards, subject to the terms of the Plan and any applicable Award Agreement. No Award issued under this Section 6(e) shall contain a purchase right or an option-like exercise feature.
(f) General.
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H. B. FULLER | 2023 Proxy Statement B-6
ANNEX B
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Section 7. Amendment and Termination; Corrections
(a) Amendments to the Plan and Awards. The Board may from time to time amend, suspend or terminate this Plan, and the Committee may amend the terms of any previously granted Award, provided that no amendment to the terms of any previously granted Award may (except as expressly provided in the Plan) adversely alter or impair the terms or conditions of the Award previously granted to a Participant under this Plan without the written consent of the Participant or holder thereof. Any amendment to this Plan, or to the terms of any Award previously granted, is subject to compliance with all applicable laws, rules, regulations and policies of any applicable governmental entity or securities exchange, including receipt of any required approval from the governmental entity or stock exchange. For greater certainty and without limiting the foregoing, the Board may amend, suspend, terminate or discontinue the Plan, and the Committee may amend or alter any previously granted Award, as applicable, without obtaining the approval of stockholders of the Company in order to:
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H. B. FULLER | 2023 Proxy Statement B-7
ANNEX B
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For greater certainty and except as provided in Section 4(c), prior approval of the stockholders of the Company shall be required for any amendment to the Plan or an Award that would:
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(b) Corporate Transactions. In the event of any reorganization, merger, consolidation, split-up, spin-off, combination, plan of arrangement, take-over bid or tender offer, repurchase or exchange of Shares or other securities of the Company or any other similar corporate transaction or event involving the Company (or the Company shall enter into a written agreement to undergo such a transaction or event), the Committee or the Board may, in its sole discretion but subject to the limitations in Section 6 (e.g., limitations on re-pricing and waiver of vesting restrictions), provide for any of the following to be effective upon the consummation of the event (or effective immediately prior to the consummation of the event, provided that the consummation of the event subsequently occurs), and no action taken under this Section 7(b) shall be deemed to impair or otherwise adversely alter or impair the rights of any holder of an Award or beneficiary thereof:
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(c) Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement in the manner and to the extent it shall deem desirable to implement or maintain the effectiveness of the Plan.
Section 8. Income Tax Withholding
In order to comply with all applicable federal, state, local or foreign income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole and absolute responsibility of a Participant, are withheld or collected from such Participant. Without limiting the foregoing, for avoidance of doubt, the Committee, in its discretion and subject to such additional terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes (subject to any limitations required by ASC Topic 718 to avoid adverse accounting
H. B. FULLER | 2023 Proxy Statement B-8
ANNEX B
treatment); (b) delivering to the Company Shares other than Shares issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the amount of such taxes or (c) by any other means set forth in the applicable Award Agreement.
Section 9. General Provisions
(a) No Rights to Awards. No Eligible Person, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to any Participant or with respect to different Participants.
(b) Award Agreements. No Participant shall have rights under an Award granted to such Participant unless and until an Award Agreement shall have been signed by the Participant (if requested by the Company), or until such Award Agreement is delivered and accepted through an electronic medium in accordance with procedures established by the Company. An Award Agreement need not be signed by a representative of the Company unless required by the Committee. Each Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other terms and conditions (not inconsistent with the Plan) determined by the Committee.
(c) Plan Provisions Control. In the event that any provision of an Award Agreement conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or subsequently amended, the terms of the Plan shall control.
(d) No Rights of Shareholders. Except with respect to Shares issued under Awards (and subject to such conditions as the Committee may impose on such Awards), neither a Participant nor the Participant’s legal representative shall be, or have any of the rights and privileges of, a shareholder of the Company with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part, unless and until such Shares have been issued.
(e) No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or continuing in effect other or additional compensation plans or arrangements, and such plans or arrangements may be either generally applicable or applicable only in specific cases.
(f) No Right to Employment or Directorship. The grant of an Award shall not be construed as giving a Participant the right to be retained as an employee of the Company or any Affiliate, or the right to be retained as a Director, nor will it affect in any way the right of the Company or an Affiliate to terminate a Participant’s employment at any time, with or without cause, or remove a Director in accordance with applicable law. In addition, the Company or an Affiliate may at any time dismiss a Participant from employment, or remove a Director who is a Participant, free from any liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan or in any Award Agreement. Nothing in this Plan shall confer on any person any legal or equitable right against the Company or any Affiliate, directly or indirectly, or give rise to any cause of action at law or in equity against the Company or an Affiliate. Under no circumstances shall any person ceasing to be an employee or Director of the Company or any Affiliate be entitled to any compensation for any loss of any right or benefit under the Plan which such employee or Director might otherwise have enjoyed but for termination of employment or directorship, whether such compensation is claimed by way of damages for wrongful or unfair dismissal, breach of contract or otherwise. By participating in the Plan, each Participant shall be deemed to have accepted all the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Committee and shall be fully bound thereby.
(g) Governing Law. The internal law, and not the law of conflicts, of the State of Minnesota shall govern all questions concerning the validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award.
(h) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially altering the purpose or intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the Plan or any such Award shall remain in full force and effect.
(i) No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or any Affiliate.
(j) Other Benefits. No compensation or benefit awarded to or realized by any Participant under the Plan shall be included for the purpose of computing such Participant’s compensation or benefits under any pension, retirement, savings, profit sharing, group insurance, disability, severance, termination pay, welfare or other benefit plan of the Company, unless required by law or otherwise provided by such other plan.
H. B. FULLER | 2023 Proxy Statement B-9
ANNEX B
(k) No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any fractional Share or whether such fractional Share or any rights thereto shall be canceled, terminated or otherwise eliminated.
(l) Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
Section 10. Clawback or Recoupment
All Awards under this Plan shall be subject to forfeiture or other penalties pursuant to the Company’s Executive and Key Manager Compensation Clawback Policy, as amended from time to time, and such forfeiture and/or penalty conditions or provisions as determined by the Committee.
Section 11. Effective Date of the Plan
The H.B. Fuller Company 2020 Master Incentive Plan was originally adopted by the Board on January 16, 2020 and became effective when approved by the shareholders of the Company on April 2, 2020. The amendments to the Plan made under the Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan were approved by the Board on January 21, 2021 and became effective when approved by the shareholders of the Company on April 8, 2021. The amendments to the plan under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan were approved by the Board on January 24, 2023 and shall be subject to approval by the shareholders of the Company at the annual meeting of shareholders of the Company to be held on April 6, 2023, and such amendments shall be effective as of the date of such shareholder approval. Since the Plan first became effective, grants of new awards under the Prior Plans have been permanently discontinued, but all outstanding awards previously granted under the Prior Plans shall remain outstanding and subject to the terms of the Prior Plans.
Section 12. Term of the Plan
No Award shall be granted under the Plan, and the Plan shall terminate, on January 24, 2033 or any earlier date of discontinuation or termination established pursuant to Section 7(a) of the Plan. Unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such dates, and the authority of the Committee provided for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the Plan, shall extend beyond the termination of the Plan.
H. B. FULLER | 2023 Proxy Statement B-10
. Mitau (Class III) 03) Teresa J. Rasmussen (Class III) For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following proposals: 2. The ratification of the appointment of Ernst & Young LLP as H.B. Fuller's independent registered public accounting firm for the fiscal year ending December 2, 2023. 3. A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the Proxy Statement. For Against Abstain The Board of Directors recommends you vote "1 Year" on the following proposal: 4. A non-binding advisory vote on the frequency of an advisory vote on executive compensation of our named executive officers as disclosed in the Proxy Statement. 1 Year 2 Years 3 Years Abstain The Board of Directors recommends you vote FOR the following proposal: 5. Approval of the Second Amendment and Restatement of the H.B. Fuller Company 2020 Master Incentive Plan to increase shares and adopt certain other amendments. For Against Abstain NOTE: The shares represented by this proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted FOR items 1, 2, 3 and 5 and for "1 Year" for item 4. If any other matters properly come before the meeting, the persons named in the proxy statement will vote in their discretion. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D95844-P82836 H.B. FULLER COMPANY Annual Meeting of Shareholders April 6, 2023 This proxy is solicited by the Board of Directors For Registered Shareholders: The undersigned, revoking all prior proxies, appoints Celeste B. Mastin, John J. Corkrean and Timothy J. Keenan, or any one or more of them, as proxies, with full power of substitution, to represent the undersigned and to vote, as indicated on the reverse side and otherwise in their discretion upon such other matters as may properly come before the meeting, all shares of the common stock of H.B. Fuller Company which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held over the Internet at www.virtualshareholdermeeting.com/FUL2023 on Thursday, April 6, 2023 at 10:00 a.m. Central Time, and at any adjournment thereof. The undersigned hereby acknowledges receipt of the Proxy Statement for the Annual Meeting. For participants in the H. B. Fuller Company 401(k) & Retirement Plan (the "401(k) Plan"): This voting instruction form is sent to you on behalf of Great-West Trust Company, LLC as Trustee of the 401(k) Plan. Please complete this form on the reverse side, sign your name exactly as it appears on the reverse side, and return it in the enclosed envelope. For the 401(k) Plan, your instructions must be received no later than 11:59 p.m. Eastern Time on Monday, April 3, 2023, to be counted. As a participant in the 401(k) Plan, the undersigned hereby directs the appropriate above-named Trustee, to vote all shares of common stock of H.B. Fuller Company represented by the undersigned's proportionate interest in the 401(k) Plan at the Annual Meeting of Shareholders to be held on Thursday, April 6, 2023 at 10:00 a.m. Central Time, and at any adjournment thereof, upon the matters set forth on the reverse side and upon such other matters as may properly come before the meeting. Only the Trustee can vote these shares. You cannot vote these shares at the Annual Meeting. Continued and to be signed on reverse side