FULLER H B CO

For the period ended Apr 15, 2025. Filed Mar 4, 2025.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 15, 2025 · Filed Mar 4, 2025

FUL$49.86-0.7%Stored close · as of Nov 6, 2026

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Contents

Proxy Summary

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 2024 Annual Report to Shareholders before you vote.

Annual Meeting of Shareholders

DATE AND TIME:	PLACE:	VOTING:
Tuesday, April 15, 2025 at 10:00 a.m. Central Time RECORD DATE: Wednesday, February 19, 2025	Via the Internet. You may attend the virtual meeting by visiting www.virtualshareholdermeeting.com/FUL2025. 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.	You may vote by proxy or at the virtual meeting if you were a shareholder of record at the close of business on February 19, 2025 (see pages 75-79) for more information on voting).

H. B. FULLER | 2025 Proxy Statement 3

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:

If elected, Mr. Happe, Mr. Lauber and Ms. Mastin would serve as Class II directors for a three-year term until the 2028 Annual Meeting and until their successors are duly elected and qualified or until their earlier resignation or removal.
MICHAEL J. HAPPE	CHARLES T. LAUBER	CELESTE B. MASTIN
(Class II)	(Class II)	(Class II)
Director Since: 2021	Director Since: 2023	Director Since: 2022
Roles on the Board: Compensation Committee and Corporate Governance and Nominating Committee	Roles on the Board: Audit Committee and Compensation Committee
Independent?	Independent?	Independent?
Yes	Yes	No
Other Public Company Boards:	Other Public Company Boards:	Other Public Company Boards:
Winnebago Industries, Inc.	No	Granite Construction, Inc.

H. B. FULLER | 2025 Proxy Statement ** 4**** **

Proposal	Board Recommendation	Page
PROPOSAL 2 – Ratification of Appointment of Independent Registered Public Accounting Firm	FOR	28
The Audit Committee has approved the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2025. Shareholders are asked to ratify this appointment.
PROPOSAL 3 – Non-Binding Advisory Vote on Executive Compensation	FOR	62
In fiscal year 2024, shareholders showed their support for our executive compensation program with 97% of the votes cast for approval of the annual advisory vote on executive compensation, compared to 94% from the prior year. While shareholders have endorsed the Company’s executive compensation program, the Compensation Committee continually evaluates the program to ensure that it is designed to provide a competitive compensation package that rewards executive officers for sustained financial and operating performance that creates long-term value for our shareholders.
PROPOSAL 4 – Third Amendment and Restatement of the H.B. Fuller Company 2020 Management Incentive Plan	FOR	63
The purpose of the 2020 Incentive Plan is to promote the interests of the Company and our 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. Shareholders are asked to approve the third amendment and restatement of the 2020 Incentive Plan to increase the number of shares of common stock of the Company authorized for issuance under the Plan by 2,000,000 shares and to adopt certain other amendments to the Plan.

H. B. FULLER | 2025 Proxy Statement ** 5**** **

2024 Performance Highlights

Throughout 2024, we executed on actions to streamline our cost structure and managed challenging pricing and raw material dynamics. We also enhanced the profile of our portfolio through several strategic acquisitions and the divestiture of our flooring business. Overall, we demonstrated resilience and determination in executing our winning strategy. At the same time, we recognize that we did not finish the year as strong as we had expected. During the fourth quarter, we encountered unexpected deceleration in volume across the majority of our end markets. Furthermore, slowing customer order patterns, particularly in consumer product goods related market segments and our durable goods distribution channel, shifted price increase realization into fiscal 2025, delaying the offset to higher raw material costs and resulting in margin pressure.

We are proud of the financial results we delivered in fiscal 2024:

●	Net revenue of $3.57 billion;
●	Net income of $130 million, including an unfavorable $38 million non-cash, after-tax impact related to the divestiture of our flooring business;
●	EPS of $2.30, with Adjusted EPS of $3.84;
●	Adjusted EBITDA of $594 million;
●	Operating cash flow of $302 million; and
●	For the 55th consecutive year, we implemented an increase in the amount of quarterly cash dividends paid to shareholders, with an 8.5% increase this year.

Despite the challenges described above, we delivered growth in net revenue and adjusted EBITDA in fiscal year 2024, and we achieved a fiscal year record high adjusted EBITDA margin of 16.6%.

Adjusted EPS, Adjusted EBITDA, and Adjusted EBITDA Margin are non-GAAP financial metrics that are reconciled with the most directly comparable GAAP financial metrics in Annex A.

Executive Compensation Program** **(For More Information, see pages 29 - 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 incentive) as a percentage of total direct compensation for fiscal year 2024 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 2024, the achievement of our financial metrics resulted in short-term cash incentive payouts for our CEO, CFO, and CAO of 79% of target and ranged from 76% to 148% of target for our other NEOs, based in part on the performance of the operating segments that they lead.

H. B. FULLER | 2025 Proxy Statement ** 6**** **

All short-term incentive awards earned for fiscal year 2024 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 2024 are shown in the “Grants of Plan-Based Awards During Fiscal 2024” 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

●	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;
●	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 related to the Company’s 2024 fiscal year and thereafter, Adjusted EBITDA margin is included as a fourth metric along with Adjusted EBITDA, Adjusted EPS, and Adjusted Net Revenue for purposes of calculating STIP awards. Each of the metrics is weighted at 25% for our executive officers with the exception of our SVP, International Growth Markets, whose STIP metrics are weighted at 35% for Adjusted EPS, 25% for International 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 better align the STIP metrics with the Company’s portfolio management approach. Company-wide STIP financial metrics of Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin apply to our corporate NEOs, including our CEO, CFO, and CAO. For other NEOs, we use Company-wide Adjusted EPS and operating segment-specific measures of Segment Adjusted Net Revenue, Segment Adjusted EBITDA, and Segment Adjusted EBITDA Margin.

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, 2025.

BOARD DIVERSITY

87.5% Independent	50% Women	12.5% Diverse (Ethnic or Racial)
12.5% Other	50% Men	87.5% Other

H. B. FULLER | 2025 Proxy Statement ** 7**** **

AVERAGE BOARD TENURE:

5.75 YEARS

Additional information on our policies regarding Board composition and Board diversity may be found under “Proposal 1–* Election of Directors*–* How can a shareholder suggest a candidate for election to the Board?*”

Shareholder Engagement

We regularly engage with our investor base to obtain their input on our governance, sustainability, and compensation programs. We have generally received positive feedback and have planned our programs based in part on such feedback when appropriate.

H. B. FULLER | 2025 Proxy Statement ** 8**** **

H.B. FULLER COMPANY’S SUSTAINABILITY

EFFORTS, HUMAN RIGHTS POLICY,

CORPORATE GIVING AND EMPLOYEE

VOLUNTEERISM

At H.B. Fuller, we are committed to creating positive change for all our stakeholders, including customers, employees, shareholders, and communities. We know that our company is best positioned for success when we win the right way, by creating sustainable solutions, taking care of our communities, and planning for the future. Social responsibility is fundamental to who we are as a company and also is a source of competitive advantage. We continually strive to minimize the environmental impact of our operations, while holding safety as a Company value and providing a dynamic and supportive workplace for our employees. We are also committed to basic human rights in our business and across our supply chain, as stated in the H.B. Fuller Human Rights Policy, which can be found in the “Sustainability” section of our corporate website (www.hbfuller.com). We are committed to minimize our ecological footprint and set targets for four key sustainability metrics: energy intensity, greenhouse gas emissions intensity, waste intensity and water withdrawal intensity. We report annually on our sustainability targets, volunteerism and philanthropy in our Annual Sustainability Report, which may be downloaded from our “Sustainability” section of our corporate website (www.hbfuller.com). This report, our Human Rights Policy and our website are not incorporated by reference in, and are not part of, this Proxy Statement.

H. B. FULLER | 2025 Proxy Statement ** 9**** **

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