Pay vs Performance Disclosure
Pure in Millions

12 Months Ended

Dec. 02, 2023

USD ($)

Dec. 03, 2022

USD ($)

Nov. 28, 2021

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table

Pay Versus Performance

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive "compensation actually paid" (CAP, as computed in accordance with SEC rules) and certain financial performance metrics of the Company. For further information concerning the Company’s pay for performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Compensation Discussion and Analysis.”

Pay Versus Performance Table

									Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for PEO ($)(1)		“Compensation Actually Paid” to PEO ($)(2)		Average Summary Compensation Table Total for Non-PEO NEOs ($)(3)		Average “Compensation Actually Paid” to Non-PEO NEOs ($)(4)		Total Shareholder Return ($)(5)		Peer Group Total Shareholder Return ($)(6)		Net Income (millions)($)(7)		Adjusted EBITDA (millions) ($)(8)
2023		5,050,902		5,348,935		1,733,524		1,541,646		147.95		105.03		145		556
2022		9,625,758		12,914,989		2,365,901		2,675,267		152.83		120.59		180		533
2021		11,799,233		21,770,541		1,837,302		2,381,444		139.05		121.21		161		459

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

(2) The dollar amounts reported represent the amount of CAP. The dollar amounts do not reflect the actual amount of compensation earned or realized by or paid to an NEO during the applicable year. In accordance with SEC rules, the following adjustments were made to the PEO's total compensation, as reported in the "Summary Compensation Table," to determine the PEO's CAP:

PEO Total Compensation Amount

$ 5,050,902

$ 9,625,758

$ 11,799,233

PEO Actually Paid Compensation Amount

$ 5,348,935

12,914,989

21,770,541

Adjustment To PEO Compensation, Footnote

Year	Reported Summary Compensation Table Total for PEO ($)		Deduct: Reported Value of Equity Awards ($)(a)		Add: Equity Award Adjustments ($)(b)		Deduct: Change in Actuarial Present Value of Pension Benefits ($)(c)		Add: Pension Benefit Adjustments ($)(c)		Equals: “Compensation Actually Paid” to PEO ($)
2023		5,050,902		3,240,588		3,538,621		-		-		5,348,935
2022		9,625,758		5,118,606		8,407,837		-		-		12,914,989
2021		11,799,233		7,852,124		17,823,432		-		-		21,770,541

(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the "Summary Compensation Table" for the applicable year.

(b) The amounts (deducted) or added in calculating the equity award adjustments are set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(c) No NEOs participate in the H.B. Fuller Legacy Pension Plan.

H. B. FULLER | 2024 Proxy Statement    58   

Year	Add: Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)		Add: Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)			Add: Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Add: Change in Fair Value from Prior Year End of Equity Awards Granted in Prior Years that Vested in the Year ($)			Deduct: Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)		Add: Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($)		Equals: Total Equity Award Adjustments ($)
2023		3,754,816		(99,113	)		-		(117,081	)		-		-		3,538,621
2022		6,101,567		2,659,513			-		(353,243	)		-		-		8,407,837
2021		14,246,777		3,854,019			-		(277,364	)		-		-		17,823,432

(3) The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our President and CEO) in the “Total” column of the "Summary Compensation Table" in each applicable year. These NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for fiscal 2023, Mr. Cai, Mr. Corkrean, Mr. East, and Ms. Jensen; (ii) for fiscal 2022, Mr. Cai, Heather Campe, our Senior Vice President, International Growth, Mr. Corkrean, and Ms. Mastin; and (iii) for fiscal 2021, Mr. Cai, Theodore M. Clark, our former Executive Vice President and Chief Operating Officer, Mr. Corkrean, M. Shahbaz Malik, our Senior Vice President, Construction Adhesives, and Andrew E. Tometich, our former Executive Vice President, Hygiene, Health and Consumable Adhesives.

(4) The dollar amounts reported represent the average amount of CAP to the NEOs as a group (excluding our President and CEO). The dollar amounts do not reflect the actual average amount of compensation earned by or paid to these NEOs as a group during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation, as reported in the "Summary Compensation Table," for these NEOs to determine their average CAP, using the same methodology described above in Note 2:

Non-PEO NEO Average Total Compensation Amount

$ 1,733,524

2,365,901

1,837,302

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,541,646

2,675,267

2,381,444

Adjustment to Non-PEO NEO Compensation Footnote

Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)		Deduct: Average Reported Value of Equity Awards($)(a)		Add: Average Equity Award Adjustments($)(b)		Deduct: Average Change in Actuarial Present Value of Pension Benefits ($)(c)		Add: Average Pension Benefit Adjustments ($)(c)		Equals: Average “Compensation Actually Paid” to Non-PEO NEOs ($)
2023		1,733,524		814,172		622,294		-		-		1,541,646
2022		2,365,901		781,698		1,091,064		-		-		2,675,267
2021		1,837,302		810,273		1,354,415		-		-		2,381,444

(a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the "Summary Compensation Table" for the applicable year.

(b) The amounts deducted or added in calculating the equity award adjustments are set forth in the following table. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(c) No NEOs participate in the H.B. Fuller Legacy Pension Plan.

Year	Add: Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted in the Year ($)		Add: Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years ($)			Add: Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)		Add: Average Change in Fair Value from Prior Year End of Equity Awards Granted in Prior Years that Vested in the Year ($)			Deduct: Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)			Add: Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value ($)		Equals: Average Total Equity Award Adjustments ($)
2023		932,268		(87,160	)		6,552		(229,366	)		-			-		622,294
2022		952,615		188,553			8,304		(39,896	)		(18,512	)		-		1,091,064
2021		1,115,084		394,490			5,412		(25,366	)		(135,205	)		-		1,354,415

(5) Cumulative TSR is based on a fixed investment of $100 in the Company's common stock measured from the beginning of the measurement period (November 27, 2020) through and including the end of each applicable fiscal year. Return includes (a) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (b) the difference between the Company's share price at the end of each applicable year and the beginning of the measurement period.

(6) Represents the peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each measurement period for which a return is indicated. The peer group used for this purpose is the Dow Jones U.S. Specialty Chemicals Index.

H. B. FULLER | 2024 Proxy Statement    59   

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

(8) The Compensation Committee has selected Adjusted EBITDA as the Company-Selected Measure representing the most important financial measure used to link CAP to the NEOs in fiscal 2023 to Company performance. Adjusted EBITDA is, along with Adjusted Net Revenue, the most heavily-weighted metric of our STIP metrics, and under our pay-for-performance approach the STIP represents a significant portion of the NEOs’ compensation. Adjusted EBITDA is a non-U.S. GAAP financial measure defined in "Fiscal 2023 Short-Term Incentive Compensation." See “Annex A” for information concerning this measure including a reconciliation to the most comparable U.S. GAAP financial measure.

Compensation Actually Paid vs. Total Shareholder Return

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Total Shareholder Return Vs Peer Group

Description of Certain Relationships

The graphs below compare the CAP to our President and CEO and the average of the CAP to our other NEOs, with (i) our cumulative TSR, (ii) our net income, and (iii) our Adjusted EBITDA, in each case for our 2021, 2022, and 2023 fiscal years. The graphs below also compare our cumulative TSR and our peer group cumulative TSR for our 2021, 2022, and 2023 fiscal years. TSR amounts assume $100 invested on November 27, 2020 and reinvestment of dividends.

Tabular List, Table

Financial Performance Measures

The most important financial performance measures used by the Company to link CAP to the Company’s NEOs in fiscal 2023 to the Company’s performance are listed below. These metrics are further described in “Key Elements of Executive Compensation Program.”

●  Adjusted EBITDA

●  Adjusted EPS

●  Adjusted Net Revenue

●  ROIC

H. B. FULLER | 2024 Proxy Statement    61   

Total Shareholder Return Amount

$ 147.95

152.83

139.05

Peer Group Total Shareholder Return Amount

105.03

120.59

121.21

Net Income (Loss)

$ 145,000,000

$ 180,000,000

$ 161,000,000

Company Selected Measure Amount

556

533

459

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Measure:: 2

Pay vs Performance Disclosure

Name

Adjusted EPS

Measure:: 3

Pay vs Performance Disclosure

Name

Adjusted Net Revenue

Measure:: 4

Pay vs Performance Disclosure

Name

ROIC

PEO Deduct: Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 3,240,588

$ 5,118,606

$ 7,852,124

PEO Add: Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,538,621

8,407,837

17,823,432

PEO Deduct: Change In Actuarial Present Value of Pension Benefits [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO Add: Pension Benefit Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO Add: Year End Fair Value of Outstanding and Unvested Equity Awards Granted In The Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,754,816

6,101,567

14,246,777

PEO Add: Year Over Year Change In Fair Value of Outstanding And Unvested Equity Awards Granted In Prior Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(99,113)

2,659,513

3,854,019

PEO Add: Fair Value As of Vesting Date of Equity Awards Granted And Vested In The Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO Add: Change In Fair Value from Prior Year End of Equity Awards Granted In Prior Years That Vested In The Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(117,081)

(353,243)

(277,364)

PEO Deduct: Fair Value at The End of the Prior Year of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO Add: Value of Dividends or other Earnings Paid on Stock or Option Awards Not Otherwise Reflected In Fair Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

PEO Equals: Total Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

3,538,621

8,407,837

17,823,432

NEO Deduct: Average Reported Value of Equity Awards [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

814,172

781,698

810,273

NEO Add: Average Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

622,294

1,091,064

1,354,415

NEO Deduct: Average Change In Actuarial Present Value of Pension Benefits [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

NEO Add: Average Pension Benefit Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

NEO Add: Average Year End Fair Value of Outstanding And Unvested Equity Awards Granted In The Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

932,268

952,615

1,115,084

NEO Add: Average Year over Year Change In Fair Value of Outstanding And Unvested Equity Awards Granted In Prior Years [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(87,160)

188,553

394,490

NEO Add: Average Fair Value As of Vesting Date of Equity Awards Granted and Vested In The Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

6,552

8,304

5,412

NEO Add: Average Change In Fair Value from Prior Year End of Equity Awards Granted In Prior Years That Vested In The Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

(229,366)

(39,896)

(25,366)

NEO Deduct: Average Fair Value at The End of the Prior Year of Equity Awards That Failed To Meet Vesting Conditions In The Year [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

(18,512)

(135,205)

NEO Add: Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Reflected In Fair Value [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

0

0

0

NEO Equals: Average Total Equity Award Adjustments [Member]

Pay vs Performance Disclosure

Adjustment to Compensation, Amount

$ 622,294

$ 1,091,064

$ 1,354,415