DEF 14A of Fuller H B Co, Mar 4, 2026

DEF 14A of Fuller H B Co

Filed Mar 4, 2026 · FY20250001437749-26-006811

Open on EDGAR

  1. Proposals Requiring Your Vote

    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.

  2. Proposals Requiring Your Vote

    | Proposal | Board Recommendation | Page | | PROPOSAL 1 – Election of Directors | FOR | 9 | | 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: | | |

  3. Proposals Requiring Your Vote

    | | | | | DANIEL L. FLORNESS | CELINE C. MARTIN | TERESA J. RASMUSSEN | | (Class III) | (Class III) | (Class III) | | Director Since: 2018 | Director Since: 2025 | Director Since: 2020, Independent Chair of the Board since 2025 | | Roles on the Board: Audit Committee and Corporate Governance and Nominating Committee | Roles on the Board: Audit Committee and Compensation Committee | Roles on the Board: Compensation Committee and Corporate Governance and Nominating (Chair) | | Independent? | Independent? | Independent? | | Yes | Yes | Yes | | Other Public Company Boards: | Other Public Company Boards: | Other Public Company Boards: | | Fastenal Company | No | No | | If elected, Mr. Florness, Ms. Martin, and Ms. Rasmussen would serve as Class III directors for a three-year term until the 2029 Annual Meeting and until their successors are duly elected and qualified or until their earlier resignation or removal. | | |

  4. Proposals Requiring Your Vote

    | Proposal | Board Recommendation | Page | | PROPOSAL 2 – Ratification of Appointment of Independent Registered Public Accounting Firm | FOR | 29 | | The Audit Committee has approved the appointment of Ernst & Young LLP as the Company’s independent auditor for fiscal year 2026. Shareholders are asked to ratify this appointment. | | | | PROPOSAL 3 – Non-Binding Advisory Vote on Executive Compensation | FOR | 70 | | In fiscal year 2025, 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, consistent with 97% 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. | | |

  5. WHO ARE THE NOMINEES?

    WHO ARE THE NOMINEES? The following directors are standing for re-election for a three-year term until the 2029 Annual Meeting of Shareholders and until the successors are duly elected and qualified or until their earlier resignation or removal.

  6. Class III (Term Ending in 2029)

    Class III (Term Ending in 2029)

  7. Class III (Term Ending in 2029)

    | Age 62 Independent Director since 2018 Committees: Audit and Corporate Governance and Nominating Other Public Company Boards: Fastenal Company | Daniel L. Florness Biography Chief Executive Officer (2024-present) of Fastenal Company, which provides fasteners, tools, and supplies to companies to manufacture products, build structures, protect personnel, and maintain facilities and equipment. Previously, Mr. Florness served as President and Chief Executive Officer (2016-2024), Executive Vice President and Chief Financial Officer (2002-2015), and Chief Financial Officer (1996-2002) of Fastenal, and as a Senior Manager (1986-1996) of KPMG LLP. Qualifications Mr. Florness brings to the Board a broad range of financial and management experience, CEO experience, and public company board experience. Prior to becoming CEO at Fastenal, his responsibilities included finance, leadership of a portion of a manufacturing division, product development, and procurement, and Fastenal’s national accounts business. He also brings deep knowledge and understanding of corporate strategy, and experience growing a business from a $250 million business with operations in two countries to an $8.2 billion global entity with a direct presence in 26 countries. The Board of Directors has determined that Mr. Florness is an audit committee financial expert as that term is defined under the rules of the SEC. |

  8. Class III (Term Ending in 2029)

    | Age 51 Independent Director since 2025 Committees: Audit and Compensation | Celine C. Martin Biography Former Company Group Chairman, Cardiovascular & Specialty Solutions (CSS) Group at Johnson & Johnson, a global leader in the research and development, manufacture, and sale of a broad range of medical technologies, from 2022 to 2025. As a member of the Johnson & Johnson Medical Devices Group Operating committee, she led a diverse portfolio of medical device businesses including Electrophysiology, Neurovascular Intervention, Ear Nose and Throat and Breast Aesthetics. Previously, Ms. Martin held several roles of increasing responsibilities including Company Group Chairman, overseeing the surgical instrument portfolio of Ethicon, maker of Dermabond topical adhesives, from 2018 to 2021. Qualifications Ms. Martin brings to the Board three decades of experience leading major businesses in the medical technology industry. As a business leader, she has worked closely with the medical community, research and development, manufacturing, and commercial functions to deliver innovation to patients around the world. At Johnson & Johnson she played a vital role in advancing the ambition of Johnson & Johnson MedTech. She also brings her knowledge and experience in global marketing, strategy, product development, P&L, and the ability to lead large global organizations. |

  9. Class III (Term Ending in 2029)

    | Age 69 Independent Director since 2020, Independent Chair of the Board since 2025 Committees: Compensation and Corporate Governance and Nominating (Chair) | Teresa J. Rasmussen Biography President and Chief Executive Officer (2018-present) of Thrivent Financial for Lutherans, a tax-exempt financial services organization. Previously, Ms. Rasmussen served as President of Thrivent’s Life Insurance business (2015-2018) and Senior Vice President, General Counsel and Secretary (2005-2015) of Thrivent. Ms. Rasmussen served in a variety of executive roles, including Vice President, Chief Legal Officer and Senior Lawyer with American Express/Ameriprise as well as in legal roles at Northeast Securities Corporation, Oppenheimer Wolff & Donnelly LLP, and the U.S. Department of Justice. Qualifications Ms. Rasmussen brings to the Board unique strengths given her extensive financial and legal experience, in addition to her executive and leadership roles at Thrivent. She contributes greatly to ongoing strategic growth initiatives. She has a deep understanding of how to address changing market trends, build and sustain strong organizational cultures, and deliver quality and service commitments to customers and clients. Ms. Rasmussen serves on the Board of Directors of Thrivent. |

  10. HOW CAN A SHAREHOLDER SUGGEST A CANDIDATE FOR ELECTION TO THE BOARD?

    HOW CAN A SHAREHOLDER SUGGEST A CANDIDATE FOR ELECTION TO THE BOARD? The Corporate Governance and Nominating Committee of the Board reviews and recommends candidates for election to the Board. Generally, current directors or third-party search firms engaged by the Corporate Governance and Nominating Committee identify candidates for consideration by the Committee. The Corporate Governance and Nominating Committee reviews candidates and reports their recommendations to the Board of Directors, including an assessment of a candidate’s judgment, experience, independence, and such other factors as the Corporate Governance and Nominating Committee concludes are pertinent considering the Board’s needs. The Board of Directors believes that its membership should reflect a diversity of experience, skills, geography, gender, and ethnicity that can enrich its deliberations. The Board invites each candidate to self-identify diversity characteristics, which may include but are not limited to gender, racial or ethnic background, as well as diverse work experiences, military service, or socio-economic or demographic characteristics. It considers those characteristics when evaluating director candidates and setting priorities for director searches. The Committee considers candidates recommended by any shareholder using the criteria set forth above. Recommendations may be sent to the Corporate Governance and Nominating Committee in care of the Corporate Secretary of H.B. Fuller. No shareholder recommended any candidate during fiscal year 2025. For the Board to consider a candidate for nomination at the 2027 Annual Meeting, shareholders must submit the required information to the Corporate Secretary no later than the close of business on January 16, 2027, and no earlier than the close of business on December 17, 2026.

  11. WHO ARE THE REMAINING DIRECTORS?

    WHO ARE THE REMAINING DIRECTORS? The following directors are not standing for re-election at the Annual Meeting and their service will continue until the end of their respective terms.

  12. Class I (Term Ending in 2027)

    Class I (Term Ending in 2027)

  13. Class I (Term Ending in 2027)

    | Age 71 Independent Director since 2010 Committees: Audit (Chair) and Corporate Governance and Nominating Other Public Company Boards: Republic Services, Inc. | Thomas W. Handley Biography Senior Advisor and former Chief Operating Officer (2019-2023) of Cascade Asset Management Company which manages the financial assets of William H. Gates III and the Gates Foundation Trust. Previously, Mr. Handley served in various senior executive positions for Ecolab, Inc., a global company providing businesses with solutions for clean water, safe food, abundant energy, and healthy environments, including President and Chief Operating Officer (2012-2019). He also held various management positions (1981-2003) with The Procter & Gamble Company, including serving as Vice President and General Manager for P&G’s paper products businesses in Japan and Korea and as a Vice President for Strategic Planning and Marketing of the Global Feminine Care business; Mr. Handley also managed various businesses in Mexico and Latin America for P&G. Qualifications Mr. Handley brings to our Board a valuable operating perspective due to his broad experience in a variety of markets, businesses, and investments both domestically and internationally while at Cascade, Ecolab, and P&G. He also has experiences with increasing Ecolab’s presence in new markets and in the specialty chemical industry, which are critical to H.B. Fuller’s growth strategy. In addition, Mr. Handley has governance experience in a variety of settings, from a management perspective at Ecolab, as a member on another public company board, and as a current and former board member of several non-profit organizations, foundations, and privately held companies. The Board of Directors has determined that Mr. Handley is an audit committee financial expert as that term is defined under the rules of the SEC. |

  14. Class I (Term Ending in 2027)

    | Age 63 Independent Director since 2017 Committees: Audit and Compensation (Chair) Other Public Company Boards: Lamb Weston | Ruth S. Kimmelshue Biography Former Corporate Senior Vice President, Animal Nutrition and Health Global Enterprise (2021-2024) of Cargill, Incorporated, a global company providing food, agriculture, financial and industrial products, and services globally. Ms. Kimmelshue previously served as head of Operations and Supply Chain (2015-2021) and as the company’s first-ever Chief Sustainability Officer (2017-2021), a Corporate Leader (2015) for Cargill’s Animal Protein and Salt businesses; Business Unit President (2013-2015) for Cargill Turkey & Cooked Meats; several positions (1999-2013) including Business Unit President of Cargill Salt, and Vice President, Commercial Manager of Cargill AgHorizons, and leader of Cargill Supply Chain Solutions. She also held various positions (1986-1999), at Continental Grain, including roles in grain and oilseed merchandising and trading, facility and general management, economic analysis, and marketing and sales in the U.S. and Europe. Qualifications Ms. Kimmelshue brings to our Board, a depth of experience in leading successful global businesses at Cargill and Continental Grain. She has extensive experience in operations and supply chain, which is extremely valuable to the Board and our management team. |

  15. Class I (Term Ending in 2027)

    | Age 71 Independent Director since 2022 Committees: Audit and Compensation | Srilata A. Zaheer Biography Former Dean of the Carlson School of Management of the University of Minnesota (2011-2023) where she holds the Elmer L. Andersen Chair in Global Corporate Social Responsibility. She served as a director of the Federal Reserve Bank from 2017 to 2023, and as Chair of that Board from 2020-2023. Dr. Zaheer has worked in India, China, Nigeria, Poland, and Brazil. Qualifications Dr. Zaheer brings to the Board deep experience in international business strategy and strong networks in China and India, both important growth markets for our Company. She also has a deep understanding of developing robust corporate social responsibility strategies and programs that complement our ESG efforts. Dr. Zaheer is a strong leader with deep understanding of global business strategy, including building strong partnerships to diversify and scale service offerings, implementing end-to-end digital transformation to drive performance, and developing strong, global talent pipelines. She has a background in multinational, corporate financial management, and she brings to the Company insights that will further strengthen our strategy and growth trajectory. |

  16. Class II (Term Ending in 2028)

    Class II (Term Ending in 2028)

  17. Class II (Term Ending in 2028)

    | Age 54 Independent Director since 2021 Committees: Compensation and Corporate Governance and Nominating Other Public Company Boards: Winnebago Industries, Inc. | Michael J. Happe Biography President and Chief Executive Officer (2016-present), Winnebago Industries, Inc., leading North American manufacturer of outdoor lifestyle products that are used primarily in leisure travel and outdoor recreation activities. Prior to joining Winnebago, Mr. Happe served as Executive Officer and Group Vice President at The Toro Company. During his 19 years at Toro, he held a series of senior leadership positions across a variety of domestic and international positions. Qualifications Mr. Happe brings to the Board a strong business acumen in leading domestic and international businesses at Winnebago and Toro, both public companies. He is a proven leader with experience at building strong organization structures and driving global sales growth and profitability. His extensive experience as an executive leader of significant manufacturing companies is a great benefit to the Company and the Board. |

  18. Class II (Term Ending in 2028)

    | Age 63 Independent Director since 2023 Committees: Audit and Compensation | Charles T. Lauber Biography Executive Vice President and Chief Financial Officer (2019-present), A. O. Smith Corporation, global leader in water heating solutions. From 1999 to 2019, Mr. Lauber held several roles at A. O. Smith, having served in financial leadership, operations strategy and corporate development roles. Before joining A. O. Smith, he held a number of auditing and management positions with Ernst & Young (1984-1999). Qualifications Mr. Lauber brings to the Board deep experience in public company financial functions, including treasury, controllership, cash management and investor relations. He also is actively involved in modernizing A. O. Smith's operational capabilities and ESG (environmental, social and governance) strategy and has experience driving company growth through M&A and was vital to A. O. Smith's successful expansion in the global water markets, including China and India. He also serves on the Board of Directors for the National Association of Manufacturers. The Board of Directors has determined that Mr. Lauber is an audit committee financial expert as that term is defined under the rules of the SEC. |

  19. Class II (Term Ending in 2028)

    | Age 57 Director since 2022 Other Public Company Boards: Granite Construction, Inc. | Celeste B. Mastin Biography President and Chief Executive Officer (2022-present), and Executive Vice President and Chief Operating Officer (2022), H.B. Fuller Company. Previously, Ms. Mastin served as CEO of PetroChoice Lubrication Solutions (2018-2022), the largest distributor of petroleum lubrication solutions in the United States. Prior to that, she held CEO roles at Distribution International, Inc., a distributor of mechanical and acoustical insulation and related supplies for maintenance and repair operations, and MMI Products, Inc. (a division of Oldcastle), a manufacturer of chain link and ornamental iron fence products and concrete reinforcing welded wire mesh and accessories. She served in executive leadership roles at Ferro Corporation and Bostik Adhesives, now owned by Arkema. Qualifications Ms. Mastin brings to the Board her 30 years’ experience in manufacturing and distribution with a successful track record of guiding companies’ growth through innovation, service improvement, global expansion, and acquisition. Ms. Mastin also brings experience as an exceptional commercial leader with a proven track record of success in highly complex, international businesses. She has a wealth of global, executive leadership experience and an understanding of the adhesives industry that will provide accelerated growth and performance for the Company. |

  20. 2025 REVIEW OF DIRECTOR COMPENSATION

    2025 REVIEW OF DIRECTOR COMPENSATION The Compensation Committee uses an independent compensation consultant to provide ongoing advice and information regarding design and implementation of the Company’s non-employee director compensation programs as requested by the Compensation Committee. See further discussion regarding the Compensation Committee’s independent consultant under the heading “Independent Compensation Consultant” in the “Compensation Discussion and Analysis” section in this Proxy Statement. The Compensation Committee periodically conducts an in-depth market review, including board retainers, committee chair retainers, and annual stock-based awards. During fiscal 2025, the Committee reviewed market practices for Board of Director compensation as presented by our independent compensation consultant and approved a $15,000 increase in the value of the annual equity award to $165,000 and the following increases in certain retainer fees:

  21. 2025 REVIEW OF DIRECTOR COMPENSATION

    | ● | $25,000 increase in the Non-Executive Board Chair retainer fee to $125,000; |

  22. 2025 REVIEW OF DIRECTOR COMPENSATION

    | ● | $5,000 increase in the Audit Committee Chair retainer fee to $25,000; and |

  23. 2025 REVIEW OF DIRECTOR COMPENSATION

    | ● | $2,500 increase in the Compensation Committee Chair retainer fee to $20,000. |

  24. 2025 REVIEW OF DIRECTOR COMPENSATION

    All other elements of our program remained the same.

  25. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

  26. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    | | Fees Earned | | | | | | or Paid in | Stock | All Other | | | | Cash | Awards | Compensation | Total | | Name | ($)(1) | ($)(2) | ($)(3) | ($) | | Daniel L. Florness | 100,000 | 173,000 | 0 | 273,000 | | Thomas W. Handley | 121,250 | 177,125 | 0 | 298,375 | | Michael J. Happe | 100,000 | 174,167 | 0 | 274,167 | | Ruth S. Kimmelshue | 118,125 | 176,813 | 0 | 294,938 | | Charles T. Lauber | 100,000 | 175,000 | 1,241 | 276,241 | | Celine C. Martin(4) | - | - | - | - | | Lee R. Mitau(5) | 41,611 | 4,161 | 0 | 45,772 | | Teresa J. Rasmussen | 204,958 | 185,496 | 0 | 390,454 | | Srilata A. Zaheer | 100,000 | 165,000 | 299 | 265,299 |

  27. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    | (1) The amounts in this column include retainers deferred into deferred phantom stock units at the election of the director. Elections are made on a calendar year basis. For calendar year 2025: Ms. Zaheer elected to receive her retainers in cash; Mr. Florness elected to receive 20% of his retainer in cash and 80% in deferred phantom stock units; Mr. Handley, Ms. Kimmelshue, Mr. Lauber, and Ms. Rasmussen elected to receive 100% of their retainers in deferred phantom stock units; and Mr. Happe elected to defer 100% of his retainer into deferred phantom stock units with the exception of a prorated cash payment in the first quarter. Mr. Mitau elected to receive 100% of his prorated retainer in deferred phantom stock units. | | (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 received an award of 2,733.15 deferred phantom stock units on July 16, 2025 with a grant date fair value of $165,000. For those directors who elect to defer all or a portion of their retainers into deferred phantom stock units, the Company makes a 10% matching contribution of additional phantom stock units. These amounts are also included in this column. This column does not include any dividend equivalents. |

  28. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    The aggregate number of deferred phantom stock units and restricted stock units held by each non-employee director as of November 29, 2025 were as follows:

  29. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    | | Deferred | | | Phantom | | | Stock Units and | | | Restricted Stock Units | | Name | (#) | | Daniel L. Florness | 29,290 | | Thomas W. Handley | 76,681 | | Michael J. Happe | 13,917 | | Ruth S. Kimmelshue | 32,742 | | Charles T. Lauber | 9,997 | | Celine C. Martin | - | | Teresa J. Rasmussen | 19,765 | | Srilata A. Zaheer | 9,150 |

  30. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    No non-employee director held any stock options as of November 29, 2025. As of November 29, 2025, Mr. Lauber held 1,352 RSUs.

  31. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    | (3) These amounts represent dividends paid on unvested restricted stock units. None of the non-employee directors received perquisites and other personal benefits in an aggregate of $10,000 or more. |

  32. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    | (4) Ms. Martin joined the Board effective December 1, 2025, at the beginning of fiscal 2026. |

  33. DIRECTOR COMPENSATION TABLE – FISCAL YEAR 2025

    | (5) Mr. Mitau retired from the Board effective January 23, 2025. |

  34. Executive Summary

    This discussion and analysis focuses on fiscal 2025 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 2025. 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 the Executive Compensation Program" on page 37. Fiscal Year 2025 Business Results. Throughout 2025, we demonstrated execution and agility amidst an unpredictable economic backdrop and challenging demand landscape. We helped our customers navigate this environment successfully, providing them with material optionality and flexibility while ensuring consistent quality and reliable availability wherever in the world they chose to make their products. These efforts, which strengthened our partnerships and enhanced the Company’s competitive positioning, are reflected in our improved profitability and sustained margin expansion. We also continued to transform the Company into a higher-growth, higher-margin business by investing in higher margin, faster-growing market segments while selecting out of business that didn’t meet our growth or profit criteria. We are proud of the financial results we delivered in fiscal 2025:

  35. Executive Summary

    Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin are defined in "Fiscal 2025 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 by the Company-wide financial metrics which are aligned with our long-term strategic plan. These metrics consist of Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin. Adjusted Net Revenue is a measure of global sales generation, Adjusted EBITDA and Adjusted EBITDA Margin are measures of profitability, and Adjusted EPS is an overall measurement of profitability on a per share basis. Through these metrics, we are measuring the success of the following strategies:

  36. Executive Summary

    | ● | Company-wide STIP financial metrics were consistent with the Company's strategic financial targets, and they factored into short-term incentives for all our NEOs. We exceeded the target level for Adjusted EBITDA Margin. |

  37. Executive Summary

    | ● | Operating segment STIP financial metrics were operating segment measures of Adjusted Net Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin, and they factored into short-term incentives for our NEOs who led operating segments, meaning NEOs other than our CEO, CFO, and EVP, Business Transformation. |

  38. Executive Summary

    | ● | Actual results on all STIP metrics are set forth in a table on page 40 of this Proxy Statement. STIP payments can range from 0% to 200% of target. In fiscal year 2025, the achievement of our financial metrics resulted in short-term cash incentive payouts for our CEO, CFO, and EVP, Business Transformation of 99% of target and ranged from 80% to 88% of target for our other NEOs. |

  39. Executive Summary

    | ● | All short-term incentive awards earned for fiscal year 2025 are shown in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” later in this Proxy Statement. |

  40. Executive Summary

    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.

  41. Executive Summary

    | ● | 25% of NEO equity awards are RSUs vesting in three annual installments (33%, 33%, and 34%). |

  42. Executive Summary

    | ● | 50% of NEO equity awards are NQSOs vesting in three annual installments (33%, 33%, and 34%). |

  43. Executive Summary

    | ● | 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. |

  44. Executive Summary

    | ● | All equity awards granted in fiscal year 2025 are shown in the “Grants of Plan-Based Awards During Fiscal 2025” table later in this Proxy Statement. |

  45. Executive Summary

    | ● | 25% of NEO equity awards are PSUs cliff vesting at the end of a three-year performance period; |

  46. Executive Summary

    | ● | Policies for responsible share usage and governance of our equity compensation plans, including a prohibition on re-pricing of stock options; |

  47. Executive Summary

    | ● | A double trigger is required for accelerated equity vesting upon a change-in-control for equity grants to NEOs; |

  48. Executive Summary

    | ● | Removal of tax gross-up provisions from change-in-control agreements entered into beginning in mid-fiscal year 2018; and |

  49. Philosophy

    | ● | Motivate these individuals to achieve short-term and long-term corporate goals, without undue risk-taking; and |

  50. Philosophy

    | ● | Pay for performance by setting challenging performance goals for our executive officers and providing a short-term incentive plan that is based upon achievement of these goals; and |

  51. Philosophy

    | ● | Provide long-term incentives in the form of stock options, restricted stock units, and performance stock units that are designed to increase long-term shareholder value by aligning the interests of our executive officers with those of our shareholders. |

  52. Use of Competitive Market Data

    Use of Competitive Market Data The Compensation Committee uses the Willis Towers Watson 2024 General Industry Executive Survey Report – Compensation Data U.S. and compensation peer group data points when it reviews executive compensation as described below. To inform fiscal 2025 compensation, we reviewed peer proxy data for 19 publicly traded companies with revenues between $1.5 billion - $11.5 billion and median revenue of $3.9 billion, based on our fiscal year 2024 revenue and expectations for fiscal year 2025 revenue. Use of Market Data for Fiscal 2025. When analyzing compensation paid to our NEOs, the Compensation Committee uses specific data that matches revenue and job responsibilities from the published source discussed below, based on availability, by position. The data used by the Compensation Committee to review total compensation (base salary, STIP, LTIP, and high-level review of benefits and perquisites) for our executive officers showed that our total target fiscal 2025 compensation was generally in line with the median of the market data matched according to revenue and job responsibilities. In addition, for the NEOs, management and the Compensation Committee supplement the General Survey data noted below 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, relevant 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 below. General Survey Data. The Compensation Committee used published survey data from Willis Towers Watson ($1.00 - $6.00 billion revenue category for corporate positions (including CEO and CFO) and relevant revenue categories for non-corporate positions (other U.S.-based NEOs)) to analyze the appropriate level of compensation for our U.S.-based NEOs. This survey includes 893 companies and only includes executive jobs. The Company participates in this survey. Peer Group Data. During its regular peer group review, the Compensation Committee determined that three companies should be removed because they were no longer comparable to our company due to changes in their business operations or financial condition. The committee approved adding three companies in the specialty chemicals business that align with the revenue parameters for our peer group. These changes are set forth below.

  53. Use of Competitive Market Data

    | Removed | Added | | Ashland Global Holdings Inc. | Eastman Chemical Company | | The Chemours Company | Element Solutions Inc. | | Trinseo Plc | Quaker Chemical Corporation |

  54. Use of Competitive Market Data

    Our compensation peer group used to inform fiscal 2025 target compensation consisted of comparable, publicly traded companies with revenues between $1.5 - $11.5 billion and median revenue of $3.9 billion:

  55. Use of Competitive Market Data

    | Albemarle Corporation | FMC Corporation | | Aptar Group Inc. | Graco Inc. | | Avery Dennison Corporation | Hexcel Corporation | | Avient Corporation | International Flavors & Fragrances Inc. | | Axalta Coating Systems Ltd. | Nordson Corporation | | Cabot Corporation | Olin Corporation | | Celanese Corporation | Quaker Chemical Corporation | | Donaldson Company, Inc. | RPM International Inc. | | Eastman Chemical Company | Sensient Technologies Corporation | | Element Solutions Inc. | |

  56. Independent Compensation Consultant

    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 2025, the Company paid WTW for services as noted below.

  57. Independent Compensation Consultant

    | Services | Fees | | Executive and Board Compensation Support | $244,613 | | North America Benefits Consulting, Administration and Actuarial Valuations | $519,909 | | EIMEA Retirement Plan Investment Advisory Services, Administration and Surveys; AP Actuarial Valuations | $366,070 |

  58. Independent Compensation Consultant

    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. The Role of Shareholder Say on Pay Votes. The Company provides its shareholders with the opportunity to cast an annual advisory vote to approve the compensation of our named executive officers as disclosed in this Proxy Statement (a “Say on Pay Proposal”). At the Company’s Annual Meeting of Shareholders held in April 2025, 97% of the votes cast on the Say on Pay Proposal were voted in favor of the proposal. 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. The Compensation Committee will continue to consider the outcome of the Company’s Say on Pay Proposal votes in connection with its evaluation of the Company’s executive compensation program. The Compensation Committee will also continue to consider feedback received through the Company's regular engagement with investors, which has generally been positive, in connection with its evaluation of the Company's executive compensation program.

  59. Key Elements of the Executive 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, 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, with executive enhancements as described in this Proxy Statement. |

  60. Fiscal 2025 Short-Term Incentive Compensation

    Fiscal 2025 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 2025, based on market data, the annual cash incentive target opportunity for our executive officers ranged from 60% to 125% of base salary at a target level of performance. Potential payouts range from 0% to 200% of the target award based on 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 target for Adjusted EPS and Adjusted EBITDA and 85% of target for Adjusted Net Revenue and Adjusted EBITDA Margin. For Adjusted EPS and Adjusted EBITDA, payout is 50% of target for threshold performance, and for Adjusted Net Revenue and Adjusted EBITDA Margin, payout is 25% of target for threshold performance. 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 Adjusted EBITDA Margin and 120% of target for the other two metrics), payout is 200% of target. No changes were made to the performance metrics for fiscal 2025. 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 2025 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 2025, we considered our prior year results, economic conditions, and expected business opportunities. At the beginning of fiscal year 2025, we believed the targets were challenging but achievable. For fiscal year 2025, 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 below and in the “Summary Compensation Table’’ later in this Proxy Statement.

  61. Fiscal 2025 Short-Term Incentive Compensation

    | Metric | Weighting (%) | Threshold (25/50% Payout) ($)(1) | Target ((1)00% Payout) ($)(1) | Superior (200% payout) ($)(1) | Actual Result ($) | % of Target | Payout Percentage | | Adjusted EPS(3) | 25 | 3.39 | 4.24 | 5.09 | 4.24 | 100.0 | 100.0 | | Adjusted Net Revenue(4) | 25 | 2,975,000 | 3,500,000 | 3,850,000 | 3,438,058 | 98.2 | 91.2 | | Adjusted EBITDA(5) | 25 | 496,000 | 620,000 | 744,000 | 613,487 | 99.0 | 97.4 | | Adjusted EBITDA Margin(6) | 25 | 15.0% | 17.7% | 19.5% | 17.8% | 100.7 | 107.3 |

  62. Fiscal 2025 Short-Term Incentive Compensation

    | Named Executive Officer | Target Cash Incentive ($) | Target (%) | Actual Payout ($)(2) | Payout as a percent of Target (%) | | Celeste B. Mastin | 1,353,767 | 125 | 1,339,891 | 99.0 | | John J. Corkrean | 506,713 | 80 | 501,519 | 99.0 | | Nathan D. Weaver | 360,220 | 70 | 356,527 | 99.0 |

  63. Fiscal 2025 Short-Term Incentive Compensation

    | Named Executive Officer | Target Cash Incentive ($) | Target (%) | Actual Payout ($)(2) | Payout as a percent of Target (%) | | James J. East | 376,652 | 70 | 330,418 | 87.7 |

  64. Fiscal 2025 Short-Term Incentive Compensation

    | Metric | Weighting (%) | Threshold (25/50% Payout) ($)(1) | Target (100% Payout) ($)(1) | Superior (200% payout) ($)(1) | Actual Result ($) | % of Target | Payout Percentage | | Adjusted EPS(3) | 25 | 3.39 | 4.24 | 5.09 | 4.24 | 100.0 | 100.0 | | Hygiene, Health and Consumable Adhesives Adjusted Net Revenue(4) | 25 | 1,338,544 | 1,574,758 | 1,732,234 | 1,538,109 | 97.7 | 88.4 | | Hygiene, Health and Consumable Adhesives Adjusted EBITDA(5) | 25 | 206,266 | 257,833 | 309,400 | 241,103 | 93.5 | 83.8 | | Hygiene, Health and Consumable Adhesives Adjusted EBITDA Margin(6) | 25 | 13.9% | 16.4% | 18.0% | 15.7% | 95.7 | 78.7 |

  65. Fiscal 2025 Short-Term Incentive Compensation

    | Named Executive Officer | Target Cash Incentive ($) | Target (%) | Actual Payout ($)(2) | Payout as a percent of Target (%) | | M. Shahbaz Malik | 305,956 | 60 | 244,994 | 80.1 |

  66. Fiscal 2025 Short-Term Incentive Compensation

    | Metric | Weighting (%) | Threshold (25/50% Payout) ($)(1) | Target (100% Payout) ($)(1) | Superior (200% payout) ($)(1) | Actual Result ($) | % of Target | Payout Percentage | | Adjusted EPS(3) | 25 | 3.39 | 4.24 | 5.09 | 4.24 | 100.0 | 100.0 | | Building Adhesive Solutions Adjusted Net Revenue(4) | 25 | 751,514 | 884,134 | 972,547 | 848,247 | 95.9 | 79.7 | | Building Adhesive Solutions Adjusted EBITDA(5) | 25 | 118,250 | 147,813 | 177,376 | 132,357 | 89.5 | 73.9 | | Building Adhesive Solutions Adjusted EBITDA Margin(6) | 25 | 14.2% | 16.7% | 18.4% | 15.6% | 93.3 | 66.7 |

  67. Fiscal 2025 Short-Term Incentive Compensation

    | (1) All values in this column are in thousands except for Adjusted EPS and Adjusted EBITDA Margin. |

  68. Fiscal 2025 Short-Term Incentive Compensation

    | (2) The actual cash incentive paid is also found in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” in this Proxy Statement. The short-term incentive award payment opportunity at each level of performance for our NEOs for fiscal year 2025 is shown in the “Grants of Plan-Based Awards During Fiscal Year 2025” table in this Proxy Statement. |

  69. Fiscal 2025 Short-Term Incentive Compensation

    | (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. |

  70. Fiscal 2025 Short-Term Incentive Compensation

    | (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 conform with budgeted exchange rates for the majority of countries 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 Net Revenue is reconciled with the most directly comparable GAAP measure in Annex A. |

  71. Fiscal 2025 Short-Term Incentive Compensation

    | (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 for the majority of countries. 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 EBITDA is reconciled to the most directly comparable GAAP measure in Annex A. |

  72. Fiscal 2025 Short-Term Incentive Compensation

    | (6) Adjusted EBITDA Margin is a non-GAAP financial measure which is defined as Adjusted EBITDA (consolidated) divided by Company net revenue. Segment Adjusted EBITDA Margin is defined as Segment EBITDA divided by segment net revenue. 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 EBITDA Margin is reconciled to the most directly comparable GAAP measure in Annex A. |

  73. Fiscal 2025 Short-Term Incentive Compensation

    The Compensation Committee set fiscal 2025 targets after reviewing fiscal year 2024 performance and forecasts for fiscal 2025, which reflected the business reorganization that created the new Building Adhesive Solutions segment. The following chart shows the percentage increase in fiscal year 2025 performance targets over fiscal year 2024 actual results for each metric used to determine the short-term incentive payouts:

  74. Fiscal 2025 Short-Term Incentive Compensation

    | | FY 2025 Target to FY | | | 2024 Actual Increase/Decrease | | Adjusted EPS | 11.87% | | Company Adjusted Net Revenue | -0.98% | | Company Adjusted EBITDA | 6.68% | | Company Adjusted EBITDA Margin | 7.93% | | Hygiene, Health and Consumable Adhesives Segment Adjusted Net Revenue | 1.85% | | Hygiene, Health and Consumable Adhesives Segment Adjusted EBITDA | 5.27% | | Hygiene, Health and Consumable Adhesives Segment Adjusted EBITDA Margin | 3.80% | | Building Adhesive Solutions Segment Adjusted Net Revenue | 4.28% | | Building Adhesive Solutions Segment Adjusted EBITDA | 12.27% | | Building Adhesive Solutions Segment Adjusted EBITDA Margin | 7.74% |

  75. Fiscal 2025 Long-Term Incentive Compensation

    Fiscal 2025 Long-Term Incentive Compensation In General. For all NEOs, the fiscal year 2025 LTIP design included a mix of equity grants consisting of 50% NQSOs, 25% RSUs, and 25% 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, with vesting typically in three 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 the executive officer becomes retirement eligible. Retirement eligibility is defined as 55 years of age and 10 years of service. If an NEO is retirement eligible, stock options immediately vest upon retirement. However, if an 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 NEO only if the NEO 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.

  76. Fiscal 2025 Long-Term Incentive Compensation

    | ● | 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. PSUs cliff vest three years from the grant date depending on ROIC performance against a metric that is a three-year target. Cliff vesting better 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. |

  77. Fiscal 2025 Long-Term Incentive Compensation

    | ● | RSUs. For all NEOs, 25% of their equity awards are RSUs vesting based on continued employment over time. RSUs typically vest in three annual installments (33%, 33%, and 34%) from the grant date, which enhances retention. |

  78. Fiscal 2025 Long-Term Incentive Compensation

    If an NEO is retirement eligible, RSUs and PSUs continue to vest pursuant to the terms of the award. However, if an NEO does not remain employed for 180 days from the grant date, the award is forfeited regardless of retirement eligibility. Fiscal 2025 Long-Term Incentive Awards. The value of an individual’s target award is established with consideration of the market median/50th percentile for the applicable position and grade 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. Effective for PSUs granted pursuant to the LTIP in the Company’s 2025 fiscal year and beyond, the ROIC payment schedule was modified to adjust the superior performance level from target plus 4% to target plus 2%. This change was implemented to better align with prevailing market practice and reflect challenging but achievable performance targets. The superior payout opportunity remains at 200% of target. Additionally, the Committee streamlined the treatment of acquisitions in the ROIC formula, eliminating the distinction between material and non-material acquisitions. The approximate values for each NEO’s fiscal year 2025 long-term incentive award are set forth in the table below.

  79. Fiscal 2025 Long-Term Incentive Compensation

    | | Approximate | | | Value of | | | Long-Term | | | Incentive | | | for FY 2025 | | Named Executive Officer | ($) | | Celeste B. Mastin | 6,600,000 | | John J. Corkrean | 1,200,000 | | Nathan D. Weaver | 725,000 | | James J. East | 725,000 | | M. Shahbaz Malik | 500,000 |

  80. Fiscal 2025 Long-Term Incentive Compensation

    Analysis of Fiscal 2023-2025 Long-Term Incentive Award. PSUs have a three-year ROIC goal. Fiscal years 2023-2025 ROIC performance and related vesting of PSUs are set forth below.

  81. Fiscal years 2023-2025 ROIC(1) Performance Goals and Achievement

    Fiscal years 2023-2025 ROIC(1) Performance Goals and Achievement

  82. Fiscal years 2023-2025 ROIC(1) Performance Goals and Achievement

    | | 2023 PSU Grant | | | (2023-2025 Performance Period) | | Superior | 14.3% | | Target | 10.3% | | Threshold | 8.3% | | Actual | 9.5% | | Payout Percent | 80.0% |

  83. Fiscal years 2023-2025 ROIC(1) Performance Goals and Achievement

    | (1) ROIC is defined as: |

  84. Fiscal years 2023-2025 ROIC(1) Performance Goals and Achievement

    NOPAT (Net operating profit after tax) (Short-Term Debt + Long-Term Debt + Total Equity - Cash) 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. If performance during the three-year performance period is less than threshold (target ROIC less 2%), no PSUs vest. If the threshold level is achieved, the PSUs vest at 50%. If the target level is achieved, the PSUs vest at 100%. If the superior level (target ROIC plus 4%) is achieved, the PSUs vest at 200%. Performance between threshold and target and target and superior is 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 2025 RSU and PSU awards are set forth in the “Grants of Plan-Based Awards During Fiscal Year 2025” table in this Proxy Statement.

  85. Severance, Change-in-Control and Other Employment-Related Agreements

    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” and change-in-control agreements discussed under the heading “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):

  86. Severance, Change-in-Control and Other Employment-Related Agreements

    | ● | 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; |

  87. Severance, Change-in-Control and Other Employment-Related Agreements

    | ● | Continued group medical and dental insurance over 12 months (18 months for the CEO); and |

  88. Severance, Change-in-Control and Other Employment-Related Agreements

    | ● | Outplacement services with a value of up to $20,000. |

  89. Severance, Change-in-Control and Other Employment-Related Agreements

    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. The Company’s change-in-control agreements do 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. The agreements for all of our NEOs except for Mr. Corkrean follow this approach. Mr. Corkrean entered into his change-in-control agreement prior to mid-fiscal year 2018 when the Company adopted its current approach. Mr. Corkrean’s agreement is structured to ensure that he receives the full intended benefits of these arrangements if a transaction should take place. These arrangements include a modified tax gross-up that eliminated de minimis or inefficient gross-up payments, only providing tax gross-up in cases of significant imbalance. 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” in the section of this Proxy Statement titled “Potential Payments Upon Termination or Change-in-Control.”

  90. Executive Compensation Policies

    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 are not counted toward stock ownership goals. The goal for the CEO is ownership of at least five times their base salary in common stock, and the goal for the CFO is ownership of at least three times their base salary. For the other NEOs, the goal is two times their base salary. The guideline provides that an executive should strive to reach and then maintain the applicable stock ownership goal within five years of becoming subject to that goal. For our annual review of stock ownership, all NEOs who had been subject to the same stock ownership goal for at least five years had met that goal with the exception of Mr. East. If after five years at a particular stock ownership goal, 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 goal 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 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. Insider Trading. Our insider trading policy governs the purchase, sale and other dispositions of our common stock and other securities by our directors, executive officers, employees, and any member of his or her immediate family living in his or her household. The insider trading policy prohibits employees from trading in Company securities when they have material, non-public information about the Company. Additionally, the policy prohibits employees from trading in the securities of other public companies about which the employee learns material, non-public information through his or her employment with the Company. In addition to the above restrictions, our insider trading policy requires that our directors and Section 16 officers pre-clear every transaction involving Company securities with the Company’s general counsel. Pre-clearance obligations apply to all transactions in Company securities, including gifts. Additionally, directors, officers, and certain other employees are prohibited from trading in Company securities during certain blackout periods. Our insider trading policy also prohibits hedging transactions in Company securities by all officers and directors. Hedging transactions include, for example, prepaid variable contracts, equity swaps, “costless 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. The foregoing summary of our insider trading policy does not purport to be complete and is qualified in its entirety by reference to the full text of the policy, a copy of which can be found as an exhibit to our Annual Report on Form 10-K for the fiscal year ended November 29, 2025. Clawbacks. Our compensation recovery policy generally requires the Compensation Committee to recoup incentive-based compensation from any current or former executive officer or key manager if 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 requirements. In such a case, the Compensation Committee will require the executive officer or 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-based compensation paid within any fiscal year during which the executive officer's or key manager's intentional misconduct occurred. Policies and Practices Related to the Grant of Certain Equity Awards. The Company typically grants regular annual long-term equity incentive awards (including stock options and RSU and PSU grants to our NEOs) two business days after the filing of the Company’s Annual Report on Form 10-K. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). It is the Compensation Committee’s practice to not grant equity awards to our NEOs during the period beginning four business days before and ending one business day after the filing of the Company’s Annual Report on Form 10-K. Neither the Board nor the Compensation Committee otherwise take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. Stock options are granted with an exercise price at least equal to the fair market value of our common stock on the date of grant, as required by the 2020 Incentive Plan. During fiscal 2025, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any Company periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any Company Form 8-K that disclosed any material non-public information.

  91. COMPENSATION COMMITTEE REPORT

    | 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 ($)(7) | Total ($) | | CELESTE B. MASTIN | 2025 | 1,082,692 | - | 2,971,976 | 3,025,538 | 1,339,891 | 5,294 | 405,178 | 8,830,569 | | President and | 2024 | 991,731 | - | 2,682,350 | 2,896,887 | 973,868 | 3,413 | 292,467 | 7,840,716 | | Chief Executive Officer | 2023 | 950,000 | - | 1,624,832 | 1,615,756 | 570,018 | - | 290,296 | 5,050,902 | | JOHN J. CORKREAN | 2025 | 633,331 | - | 582,354 | 550,098 | 501,519 | 16,131 | 150,309 | 2,433,741 | | Executive Vice President & | 2024 | 615,023 | - | 675,620 | 695,233 | 386,558 | 21,355 | 120,274 | 2,514,063 | | Chief Financial Officer | 2023 | 596,769 | - | 523,710 | 498,896 | 239,810 | 17,781 | 140,571 | 2,017,538 | | NATHAN D. WEAVER(8) | 2025 | 515,000 | - | 326,382 | 332,342 | 356,528 | 36,480 | 143,280 | 1,710,013 | | Executive Vice President, | | | | | | | | | | | Business Transformation | | | | | | | | | | | JAMES J. EAST | 2025 | 538,024 | - | 326,382 | 332,342 | 330,418 | 7,768 | 119,795 | 1,654,730 | | Executive Vice President, | 2024 | 520,865 | - | 317,060 | 342,341 | 238,953 | 9,201 | 123,951 | 1,552,371 | | Hygiene, Health and | 2023 | 500,000 | | 298,166 | 294,794 | 304,033 | 6,817 | 118,993 | 1,522,802 | | Consumable Adhesives | | | | | | | | | | | M. SHAHBAZ MALIK(9) | 2025 | 509,879 | 200,000 | 225,039 | 229,196 | 244,994 | 6,255 | 149,292 | 1,564,656 | | Senior Vice President | 2024 | 494,371 | | 278,004 | 300,218 | 439,897 | 7,675 | 96,899 | 1,617,064 | | Building Adhesive Solutions | | | | | | | | | |

  92. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025 The following table summarizes the grants of plan-based awards in fiscal year 2025 for each of the NEOs in the “Summary Compensation Table.” For more information on the terms of these awards, see “Fiscal 2025 Short-Term Incentive Compensation” and “Fiscal 2025 Long-Term Incentive Compensation” in the “Compensation Discussion and Analysis.”

  93. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | 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 | | 84,610 | 1,353,767 | 2,707,534 | | | | | | | | | LTIP Award - PSUs | 2/4/2025 | | | | 11,833 | 23,666 | 47,332 | | | | 1,450,726 | | LTIP Award - RSUs | 1/27/2025 | | | | | | | 23,666(5) | | | 1,521,250 | | LTIP Award - NQSOs | 1/27/2025 | | | | | | | | 135,135 | 64.28 | 3,025,538 | | JOHN J. CORKREAN | | | | | | | | | | | | | STIP Award | | 31,670 | 506,713 | 1,013,425 | | | | | | | | | LTIP Award - PSUs | 2/4/2025 | | | | 2,151 | 4,302 | 8,604 | | | | 263,713 | | LTIP Award - RSUs | 1/27/2025 | | | | | | | 4,302(5) | | | 276,533 | | LTIP Award - NQSOs | 1/27/2025 | | | | | | | | 24,570 | 64.28 | 550,098 | | KEDCP | | | | | | | | 7,874(6) | | | 465,016 | | NATHAN D. WEAVER | | | | | | | | | | | | | STIP Award | | 22,514 | 360,220 | 720,440 | | | | | | | | | LTIP Award - PSUs | 2/4/2025 | | | | 1,300 | 2,599 | 5,198 | | | | 159,319 | | LTIP Award - RSUs | 1/27/2025 | | | | | | | 2,599(5) | | | 167,064 | | LTIP Award - NQSOS | 1/27/2025 | | | | | | | | 14,844 | 64.28 | 332,342 | | JAMES J. EAST | | | | | | | | | | | | | STIP Award | | 23,541 | 376,652 | 753,305 | | | | | | | | | LTIP Award - PSUs | 2/4/2025 | | | | 1,300 | 2,599 | 5,198 | | | | 159,319 | | LTIP Award - RSUs | 1/27/2025 | | | | | | | 2,599(5) | | | 167,064 | | LTIP Award - NQSOs | 1/27/2025 | | | | | | | | 14,844 | 64.28 | 332,342 | | M. SHAHBAZ MALIK | | | | | | | | | | | | | STIP Award | | 19,122 | 305,956 | 611,912 | | | | | | | | | LTIP Award - PSUs | 2/4/2025 | | | | 896 | 1,792 | 3,584 | | | | 109,849 | | LTIP Award - RSUs | 1/27/2025 | | | | | | | 1,792(5) | | | 115,190 | | LTIP Award - NQSOs | 1/27/2025 | | | | | | | | 10,237 | 64.28 | 229,196 |

  94. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    | (1) The amounts shown in these columns represent the opportunity under our STIP for fiscal year 2025 performance discussed under the heading “Fiscal 2025 Short-Term Incentive Compensation” in this Proxy Statement. The amount in the threshold column represents the potential payout if the threshold level is met for Adjusted Net Revenue (25% of target) and there is no payment for any other metrics for the applicable NEO. The amount in the target column represents the potential payout if the target level is met for all STIP metrics for the applicable NEO (100% of target). The amount in the maximum column represents the potential payout if the maximum level is met for all STIP metrics for the applicable NEO (200% of target). The short-term incentive award may be $0 if the threshold metric is not met for all the metrics for an NEO. The actual amount paid out in January 2026 under the STIP is set forth in the “Summary Compensation Table.” |

  95. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    | (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 $0 (i.e., no shares will be earned). If the threshold level is achieved, the PSUs will vest at 50%. If the target level is achieved, the PSUs will vest at 100%. Performance between threshold and target and target and superior will be calculated on a pro rata basis. If the superior level (target ROIC plus 2%) is achieved, the PSUs will vest at 200%. Under the 2020 Incentive Plan, dividends on PSUs 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 PSUs vest. The PSUs immediately vest at target in the event of death or disability. The value of accrued dividends is included in the “Summary Compensation Table” in the “All Other Compensation” column. |

  96. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    | (3) The NQSOs are granted under the 2020 Master Incentive Plan and become exercisable at the rate of 33%, 33%, and 34% each year beginning on the first anniversary of the grant date and expire 10 years from the grant date. These options become immediately exercisable upon retirement (age 55 and 10 years of service), death, or disability. |

  97. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    | (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 4.646%; dividend rate of 0.9425%; volatility rate of 33.883%; quarterly reinvestment of dividends; and an average term of 5 years. No adjustments have been made for non-transferability or risk of forfeiture. The real value of the stock options in this table will depend on the actual performance of our common stock during the applicable period and the fair market value of our common stock on the date the options are exercised. |

  98. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    | (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 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. |

  99. GRANTS OF PLAN-BASED AWARDS DURING FISCAL 2025

    | (6) The KEDCP allows NEOs to defer a portion of their annual base salary and/or any annual short-term incentive payment. If an NEO defers a portion of their salary or short-term incentive payment into the Company stock account in the KEDCP, the Company credits units of deferred phantom stock units and matches 10% of the amount credited with phantom stock units. Mr. Corkrean deferred a portion of his salary into phantom stock units during fiscal year 2025. Mr. Corkrean also deferred a portion of his STIP related to fiscal year 2025 into phantom stock units. The amounts were deferred on various dates throughout the fiscal year and the total amount deferred, plus the 10% match, is shown here. |

  100. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table summarizes the outstanding equity awards as of November 29, 2025 for each of the named executive officers in the “Summary Compensation Table.”

  101. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | | | Option Awards | | | | | | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable(1) | Number of Securities Underlying Unexercised Options (#) Unexercisable(1) | 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 | 25,667 | - | | 67.55 | 4/7/2032 | | | | | | | 1/24/2023 | 47,692 | 24,569 | | 68.17 | 1/24/2033 | | | | | | | 1/26/2024 | 34,065 | 69,163 | | 77.72 | 1/26/2034 | | | | | | | 1/27/2025 | - | 135,135 | | 64.28 | 1/27/2035 | | | | | | | 1/24/2023 | | | | | | 4,214 | 245,592 | | | | | 1/24/2023 | | | | | | | | 9,910 | 577,555 | | | 1/26/2024 | | | | | | 11,881 | 692,425 | | | | | 1/26/2024 | | | | | | | | 35,460 | 2,066,609 | | | 1/27/2025 | | | | | | 24,043 | 1,401,226 | | | | | 2/4/2025 | | | | | | | | 48,086 | 2,802,452 | | JOHN J. CORKREAN | 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 | 38,376 | - | | 51.89 | 1/27/2031 | | | | | | | 1/24/2022 | 21,997 | - | | 72.94 | 1/24/2032 | | | | | | | 1/24/2023 | 14,725 | 7,587 | | 68.17 | 1/24/2033 | | | | | | | 1/26/2024 | 8,175 | 16,599 | | 77.72 | 1/26/2034 | | | | | | | 1/27/2025 | - | 24,570 | | 64.28 | 1/27/2035 | | | | | | | 1/24/2023 | | | | | | 1,302 | 75,881 | | | | | 1/24/2023 | | | | | | | | 3,059 | 178,279 | | | 1/26/2024 | | | | | | 2,853 | 166,273 | | | | | 1/26/2024 | | | | | | | | 8,510 | 495,963 | | | 1/27/2025 | | | | | | 4,371 | 254,742 | | | | | 2/4/2025 | | | | | | | | 8,742 | 509,484 | | NATHAN D. WEAVER | 1/26/2017 | 4,976 | - | | 50.10 | 1/26/2027 | | | | | | | 1/25/2018 | 4,585 | - | | 53.57 | 1/25/2028 | | | | | | | 1/24/2019 | 6,115 | - | | 45.05 | 1/24/2029 | | | | | | | 1/24/2020 | 5,362 | - | | 48.35 | 1/24/2030 | | | | | | | 4/20/2020 | 9,732 | - | | 26.66 | 4/2/2030 | | | | | | | 1/27/2021 | 11,992 | - | | 51.89 | 1/27/2031 | | | | | | | 1/24/2022 | 8,249 | - | | 72.94 | 1/24/2032 | | | | | | | 1/24/2023 | 6,358 | 3,276 | | 68.17 | 1/24/2033 | | | | | | | 1/26/2024 | 3,235 | 6,571 | | 77.72 | 1/26/2034 | | | | | | | 1/27/2025 | - | 14,844 | | 64.28 | 1/27/2035 | | | | | | | 1/24/2023 | | | | | | 563 | 32,812 | | | | | 1/24/2023 | | | | | | | | 1,321 | 76,988 | | | 1/26/2024 | | | | | | 1,129 | 65,798 | | | | | 1/26/2024 | | | | | | | | 3,368 | 196,287 | | | 1/27/2025 | | | | | | 2,640 | 153,859 | | | | | 2/4/2025 | | | | | | | | 5,280 | 307,718 | | JAMES J. EAST | 1/24/2022 | 3,957 | - | | 72.94 | 1/24/2032 | | | | | | | 1/24/2023 | 4,351 | 4,483 | | 68.17 | 1/24/2033 | | | | | | | 1/26/2024 | 4,025 | 8,174 | | 77.72 | 1/26/2034 | | | | | | | 1/27/2025 | - | 14,844 | | 64.28 | 1/27/2035 | | | | | | | 1/24/2023 | | | | | | 770 | 44,876 | | | | | 1/24/2023 | | | | | | | | 1,807 | 105,312 | | | 1/26/2024 | | | | | | 1,405 | 81,883 | | | | | 1/26/2024 | | | | | | | | 4,190 | 244,193 | | | 1/27/2025 | | | | | | 2,640 | 153,859 | | | | | 2/4/2025 | | | | | | | | 5,280 | 307,718 | | M. SHAHBAZ MALIK | 1/24/2020 | 4,115 | - | | 48.35 | 1/24/2030 | | | | | | | 1/27/2021 | 16,605 | - | | 51.89 | 1/27/2031 | | | | | | | 1/24/2022 | 10,448 | - | | 72.94 | 1/24/2032 | | | | | | | 1/24/2023 | 6,693 | 3,448 | | 68.17 | 1/24/2033 | | | | | | | 1/26/2024 | 3,530 | 7,168 | | 77.72 | 1/26/2034 | | | | | | | 1/27/2025 | - | 10,237 | | 64.28 | 1/27/2035 | | | | | | | 1/24/2023 | | | | | | 592 | 34,502 | | | | | 1/24/2023 | | | | | | | | 1,389 | 80,951 | | | 1/26/2024 | | | | | | 1,233 | 71,859 | | | | | 1/26/2024 | | | | | | | | 3,674 | 214,121 | | | 1/27/2025 | | | | | | 1,821 | 106,128 | | | | | 2/4/2025 | | | | | | | | 3,642 | 212,256 |

  102. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | (1) NQSOs generally vest in three annual installments (33%, 33%, and 34%) beginning on the first anniversary of the grant date. Options become immediately exercisable upon retirement (age 55 and 10 years of service), death, disability, or change-in-control. A double trigger is required for vesting after a change-in-control. |

  103. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | (2) RSUs generally vest in three annual installments (33%, 33%, and 34%) beginning on the first anniversary of the grant date. The RSUs become immediately vested in the event of death, disability, and change-in-control. A double trigger is required for vesting after a change-in-control. |

  104. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | (3) The market value is based on the closing price on November 29, 2025 (the last business day of the fiscal year) of $58.28. |

  105. OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

    | (4) Awards of stock units to NEOs are generally 50% RSUs and 50% PSUs. 50% of the stock unit grant is subject to a three-year ROIC target and cliff vests on the third anniversary of the grant date. For the awards granted in fiscal year 2023, the number of shares and payout value is based on the average fiscal year 2023-2025 ROIC performance and the number of shares and payout value presented in the table are based on actual performance. Performance for this period was paid out at 80% of target. For the awards granted in fiscal 2024 and 2025, the number of shares and payout value presented in the table assume superior performance. |

  106. OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2025

    OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2025 The following table summarizes the number of options exercised and shares of restricted stock vested during fiscal year 2025 for each of the NEOs in the “Summary Compensation Table.”

  107. OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2025

    | | 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) | | Celeste B. Mastin | - | - | 15,335 | 905,136 | | John J. Corkrean | 16,672 | 280,086 | 7,375 | 460,231 | | Nathan D. Weaver | 9,546 | 239,173 | 2,865 | 178,793 | | James J. East | - | - | 3,928 | 245,099 | | M. Shahbaz Malik | - | - | 3,417 | 213,216 |

  108. OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2025

    | (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. |

  109. OPTION EXERCISES AND STOCK VESTED—FISCAL YEAR 2025

    | (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 vesting(s) multiplied by the number of vested shares. |

  110. PENSION BENFITS

    | PENSION BENEFITS | | | | | | Name | Plan name | Number of years credited service (#) | Present value of accumulated benefit ($)(1) | Payments during last fiscal year ($) | | Nathan D. Weaver | H.B. Fuller Legacy Pension Plan | 24.5 | 257,819 | - |

  111. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025 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 2025, a discretionary contribution of 1% was made based on Adjusted EPS of $4.24. 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.

  112. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | 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) | | Celeste B. Mastin | DC Restoration Plan | - | 246,378 | 21,641 | - | 588,684 | | John J. Corkrean | KEDCP | 354,335 | 35,433 | (397,050) | - | 1,680,813 | | | DC Restoration Plan | - | 90,264 | 62,296 | - | 974,517 | | Nathan D. Weaver | KEDCP | - | - | (91,757) | 20,738 | 343,586 | | | DC Restoration Plan | | 72,147 | 55,140 | | 850,342 | | James J. East | KEDCP | 33,636 | - | (22,520) | - | 821,796 | | | DC Restoration Plan | | 78,000 | 30,492 | | 521,972 | | M. Shahbaz Malik | DC Restoration Plan | - | 102,496 | 24,424 | - | 454,052 |

  113. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | (1) Mr. Corkrean and Mr. East made contributions to the KEDCP during fiscal year 2025. The amount in this column: (i) for Mr. Corkrean is a deferral of fiscal year 2025 salary in the amount of $220,477 and short-term incentive related to fiscal year 2024 in the amount of $126,904 and (ii) for Mr. East is a deferral of fiscal year 2025 salary in the amount of $26,467 and short-term incentive related to fiscal year 2024 in the amount of $7,169. The fiscal year 2025 salary deferrals for Mr. Corkrean and Mr. East and which are deferred into phantom stock units are included in the “Salary” column of the “Summary Compensation Table.” Deferred amounts from fiscal year 2024 short-term incentive awards are included in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Participants are not allowed to make contributions to the DC Restoration Plan. |

  114. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | (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 Table.” |

  115. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | (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. |

  116. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | Name | Plan Name | Amount previously reported as compensation to the named executive officer in our Summary Compensation Table for previous years(a) | | Celeste B. Mastin | DC Restoration Plan | 320,665 | | John J. Corkrean | KEDCP | 1,507,842 | | | DC Restoration Plan | 821,957 | | Nathan D. Weaver | KEDCP | - | | | DC Restoration Plan | - | | James J. East | DC Restoration Plan | 95,665 | | M. Shahbaz Malik | DC Restoration Plan | 131,325 |

  117. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | (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. |

  118. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    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. 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, except for investments in the Company stock fund, which can be changed annually. The one-year rates of return for such investments for fiscal 2025 are as follows:

  119. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | BNY Mellon Stock Index | 16.80% | Invesco V.I. Global Fund | 8.59% | | BNY Mellon Variable Investment, Appreciation | 6.83% | Janus Aspen Overseas Portfolio | 12.42% | | Fidelity VIP Equity-Income | 10.63% | LVIP Baron Growth Opportunities Fund | -10.61% | | Fidelity VIP Growth | 15.94% | PIMCO VIT Real Return Portfolio | 3.81% | | Fidelity VIP II Contrafund | 21.49% | PIMCO VIT Total Return Fund | 3.54% | | Goldman Sachs VIT Mic Cap Value | 6.71% | Royce Capital Fund Royce Micro-Cap | 16.05% | | H.B. Fuller Company Stock | -24.17% | T Rowe Price Equity Income Portfolio II | 6.30% | | Invesco V.I. Capital Appreciation Fund | 21.33% | T Rowe Price Mid-Cap Growth Portfolio II | 1.87% |

  120. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    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 Compensation Table” in this Proxy Statement. During fiscal year 2025, Mr. Corkrean and Mr. 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 2025, 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:

  121. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | ● | 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. |

  122. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | ● | 1% “restoration non-elective” credit provides a contribution of 1% of eligible pay in excess of the IRS annual compensation limit. Participants become vested after 3 years of service with the Company. |

  123. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | ● | The potential for 0-3% of eligible pay in excess of the IRS annual compensation limit based on EPS performance. Participants become vested after 3 years of service with the Company. |

  124. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    | ● | 7% credit on all eligible earnings. Participants become vested after 3 years of participation in the DC Restoration Plan. |

  125. NONQUALIFIED DEFERRED COMPENSATION - FISCAL YEAR 2025

    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” in this Proxy Statement.

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL

  127. EXECUTIVE BENEFIT AND PAYMENTS UPON TERMINATION - FISCAL YEAR 2025

    EXECUTIVE BENEFIT AND PAYMENTS UPON TERMINATION - FISCAL YEAR 2025 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 and any applicable pension amounts payable to the executive officers discussed under the section titled Pension Benefits in this Proxy Statement. Actual amounts payable to any NEO would only be determined after an actual event of termination.

  128. EXECUTIVE BENEFIT AND PAYMENTS UPON TERMINATION - FISCAL YEAR 2025

    | Name | Voluntary Termination or Retirement ($) | Involuntary (Not for Cause) or Good Reason Termination ($) | Involuntary (Not for Cause) or Good Reason Termination After a Change- in-Control ($) | Death or Disability ($) | | Celeste B. Mastin | - | 5,009,824 | 13,368,236 | 5,838,588 | | John J. Corkrean | - | 1,192,321 | 6,819,460 | 1,222,460 | | Nathan D. Weaver | - | 922,049 | 2,656,852 | 600,810 | | James J. East | - | 965,824 | 3,550,802 | 688,329 | | M. Shahbaz Malik | - | 866,488 | 2,758,550 | 526,913 |

  129. Pay Versus Performance Table

    Pay Versus Performance Table

  130. 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) | | 2025 | 8,830,569 | 4,416,736 | 1,840,785 | 1,133,713 | 115.23 | 108.19 | 152 | 621 | | 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 |

  131. Pay Versus Performance Table

    | (1) Our Principal Executive Officer (PEO) for fiscal 2021 and 2022 was James J. Owens and for fiscal 2023, 2024 and 2025 was Celeste B. Mastin. The dollar amounts reported are the amounts of total compensation reported in our "Summary Compensation Table." |

  132. Pay Versus Performance 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: |

  133. Pay Versus Performance Table

    | 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 ($)(c) | Equals: “Compensation Actually Paid” to PEO ($) | | 2025 | 8,830,569 | 5,997,514 | 1,583,681 | - | - | 4,416,736 | | 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 |

  134. Pay Versus Performance Table

    | (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. |

  135. Pay Versus Performance Table

    | (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. |

  136. Pay Versus Performance Table

    | (c) Neither PEO participates in the H.B. Fuller Legacy Pension Plan. |

  137. Pay Versus Performance Table

    | 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 ($) | | 2025 | 5,127,530 | (2,755,479) | - | (788,370) | - | - | 1,583,681 | | 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 |

  138. Pay Versus Performance Table

    | (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 2025, Mr. Corkrean, Mr. Weaver, Mr. East, and Mr. Malik; (ii) for fiscal 2024, Zhiwei Cai, our former Executive Vice President, Engineering Adhesives, Mr. Corkrean, Mr. East, and Mr. Malik; (iii) for fiscal 2023, Mr. Cai, Mr. Corkrean, Mr. East, and Ms. Traci L. Jensen, our former Executive Vice President and Chief Administrative Officer; (iv) for fiscal 2022, Mr. Cai, Heather Campe, our Senior Vice President, International Growth, Mr. Corkrean, and Ms. Mastin; and (v) for fiscal 2021, 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. |

  139. Pay Versus Performance Table

    | (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. |

  140. Pay Versus Performance Table

    | 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 ($)(c) | Equals: Average “Compensation Actually Paid” to Non-PEO NEOs ($) | | 2025 | 1,840,785 | 726,034 | 24,506 | 5,543 | - | 1,133,713 | | 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 |

  141. Pay Versus Performance Table

    | (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. |

  142. Pay Versus Performance Table

    | (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. |

  143. Pay Versus Performance Table

    | (c) Mr. Weaver is the only NEO who participates in the H.B. Fuller Legacy Pension Plan. |

  144. Pay Versus Performance Table

    | 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 ($) | | 2025 | 611,706 | (412,406) | 10,527 | (185,321) | - | - | 24,506 | | 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 |

  145. Pay Versus Performance Table

    | (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. |

  146. Pay Versus Performance Table

    | (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. |

  147. Pay Versus Performance Table

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  148. Pay Versus Performance Table

    | (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 2025 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 2025 Short-Term Incentive Compensation." See “Annex A” for information concerning this measure including a reconciliation to the most comparable U.S. GAAP financial measure. |