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 $100 Investment Based On: |
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| Year | Summary Compensation Table Total for PEO ($)(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) ($)(8) |
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| 2024 | 7,840,717 | 7,393,283 | 1,878,810 | 1,694,049 | 149.59 | 115.03 | 130 | 581 |
| 2023 | 5,050,902 | 5,348,935 | 1,733,524 | 1,529,973 | 147.95 | 105.03 | 145 | 556 |
| 2022 | 9,625,758 | 12,914,989 | 2,365,901 | 2,675,267 | 152.83 | 120.59 | 180 | 533 |
| 2021 | 11,799,233 | 21,770,541 | 1,837,302 | 2,381,444 | 139.05 | 121.21 | 161 | 459 |
| (1) | Our Principal Executive Officer (PEO) for fiscal 2021 and 2022 was James J. Owens and for fiscal 2023 and 2024 was Celeste B. Mastin. The dollar amounts reported are the amounts of total compensation reported in our "Summary Compensation Table." |
| (2) | The dollar amounts reported represent the amount of CAP. The dollar amounts do not reflect the actual amount of compensation earned or realized by or paid to an NEO during the applicable year. In accordance with SEC rules, the following adjustments were made to the PEO's total compensation, as reported in the "Summary Compensation Table," to determine the PEO's CAP: |
| Year | Reported Summary Compensation Table Total for PEO ($) | 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 ($) |
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| 2024 | 7,840,717 | 5,579,237 | 5,131,803 | - | - | 7,393,283 |
| 2023 | 5,050,902 | 3,240,588 | 3,538,621 | - | - | 5,348,935 |
| 2022 | 9,625,758 | 5,118,606 | 8,407,837 | - | - | 12,914,989 |
| 2021 | 11,799,233 | 7,852,124 | 17,823,432 | - | - | 21,770,541 |
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the "Summary Compensation Table" for the applicable year. |
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| (b) | The amounts (deducted) or added in calculating the equity award adjustments are set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
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| (c) | No NEOs participate in the H.B. Fuller Legacy Pension Plan. |
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H. B. FULLER | 2025 Proxy Statement ** 58**** **
| Year | Add: Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($) | 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 ($) | Equals: Total Equity Award Adjustments ($) |
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| 2024 | 5,182,791 | (70,082) | - | 19,094 | - | - | 5,131,803 |
| 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 2024, Mr. Cai, Mr. Corkrean, Ms. Jensen, and Mr. Malik; (ii) for fiscal 2023, Mr. Cai, Mr. Corkrean, James J. East, our Executive Vice President, Hygiene, Health and Consumable Adhesives, and Ms. Jensen; (iii) for fiscal 2022, Mr. Cai, Heather Campe, our Senior Vice President, International Growth, Mr. Corkrean, and Ms. Mastin; and (iv) for fiscal 2021, Mr. Cai, Theodore M. Clark, our former Executive Vice President and Chief Operating Officer, Mr. Corkrean, Mr. Malik, 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 ($)(c) | Equals: Average “Compensation Actually Paid” to Non-PEO NEOs ($) |
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| 2024 | 1,878,810 | 833,448 | 648,687 | - | - | 1,694,049 |
| 2023 | 1,733,524 | 814,172 | 610,621 | - | - | 1,529,973 |
| 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. |
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| (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. |
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| (c) | No NEOs participate in the H.B. Fuller Legacy Pension Plan. |
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| 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 ($) |
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| 2024 | 766,815 | (131,859) | 7,979 | 5,752 | - | - | 648,687 |
| 2023 | 932,268 | (98,832) | 6,552 | (229,366) | - | - | 610,621 |
| 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 |
H. B. FULLER | 2025 Proxy Statement ** 59**** **
| (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. |
| (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 2024 to Company performance. Adjusted EBITDA is, when combined with the derivative Adjusted EBITDA Margin, 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 2024 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, 2023, and 2024 fiscal years. The graphs below also compare our cumulative TSR and our peer group cumulative TSR for our 2021, 2022, 2023, and 2024 fiscal years. TSR amounts assume $100 invested on November 27, 2020 and reinvestment of dividends.
H. B. FULLER | 2025 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 2024 to the Company’s performance are listed below. These metrics are further described in “Key Elements of Executive Compensation Program.”
| ● | Adjusted EBITDA |
| ● | Adjusted EBITDA Margin |
| ● | Adjusted EPS |
| ● | Adjusted Net Revenue |
| ● | ROIC |
H. B. FULLER | 2025 Proxy Statement ** 61**** **
