FUL names ex-J&J medtech leader; receives 1,300 RSUs and $100K retainer

Rhea-AI Filing Summary

H.B. Fuller Company announced the election of Celine Martin, age 51, as a Class III director effective December 1, 2025, with an initial term ending at the 2026 annual meeting. She will join the Audit and Compensation Committees. Ms. Martin most recently led the Cardiovascular & Specialty Solutions group at Johnson & Johnson from 2022–2025 and previously oversaw Ethicon’s surgical instrument portfolio. Her career spans roughly 30 years in medical device businesses across multiple geographies.

For board service she will receive an annual cash retainer of $100,000, an initial grant of 1,300 restricted stock units, and eligibility for an annual discretionary deferred phantom stock grant valued at $165,000. The board noted no direct or indirect material interest from Ms. Martin in customer-supplier transactions with Johnson & Johnson. The board size will increase to nine directors, eight of whom will be independent, effective December 1, 2025.

Positive

• Board adds industry-specific leadership with Ms. Martin’s 30-year medtech background
• Audit and Compensation Committees strengthened by an experienced operating executive
• Board remains majority independent (eight of nine directors after appointment)
• Compensation includes equity (1,300 restricted stock units) to align long-term interests

Negative

• Increase in board size to nine may dilute existing voting blocs or require committee reshuffling
• Compensation cost includes a $165,000 discretionary phantom stock opportunity which could be granted

Insights

Corporate Governance Analyst

New independent director adds medtech depth and committee strength.

Celine Martin brings senior operating experience in medical devices, having led Johnson & Johnson business units focused on cardiovascular, neurovascular and surgical instruments. Adding her to the Audit and Compensation Committees increases functional expertise relevant to compliance and executive pay oversight for a company with industrial and specialty-chemical operations.

Her appointment raises standard independence and succession considerations; the board explicitly found she has no material interest in transactions with Johnson & Johnson. Watch board composition and committee chair alignments after December 1, 2025 as near-term indicators of governance priorities.

Compensation & Talent Specialist

Director pay package mixes cash and equity to align incentives.

The package includes an annual cash retainer of $100,000, an initial grant of 1,300 restricted stock units, and eligibility for a discretionary deferred phantom stock award valued at $165,000. The mix of immediate cash and equity-based deferred awards is a common method to align director interests with shareholders.

Investors can monitor the equity grant timing and any future discretionary awards to assess alignment with long-term performance; details of vesting and forfeiture will determine the ultimate retention and incentive effect.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0000039368 0000039368 2025-10-02 2025-10-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  October 2, 2025

H.B. Fuller Company

(Exact Name of Company as Specified in Charter)

Minnesota		001-09225		41-0268370
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota		55164-0683
(Address of principal executive offices)		(Zip Code)

Company’s telephone number, including area code: (651) 236-5900

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $1.00	FUL	NYSE

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 2, 2025, the Board of Directors of H.B. Fuller Company (the “Company”) elected Celine Martin, age 51, as a Class III director of the Company, effective December 1, 2025, for an initial term expiring at the Company’s 2026 annual meeting of shareholders. Ms. Martin will serve on the Audit Committee and the Compensation Committee of the Board of Directors.

Ms. Martin most recently served from 2022 to 2025 as the 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. 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. Before that, 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. Over her 30-year career, both in the U.S. and internationally, she played a vital role in advancing the ambition of Johnson & Johnson MedTech, including developing new categories and advancing standards of care for atrial fibrillation, stroke and minimally invasive surgery. Ms. Martin holds an MBA from Wake Forest University and a graduate degree in marketing from Normandy Business School.

For service as a director of the Company, Ms. Martin will receive an annual cash retainer of $100,000 and will also receive an initial grant of 1,300 restricted stock units of the Company. Directors are also eligible for an annual discretionary grant of deferred phantom stock units valued at $165,000.

Other than as described herein, there are no arrangements or understandings between Ms. Martin and any other persons pursuant to which Ms. Martin was selected as a director of the Company. The Board of Directors has considered customer-supplier transactions between the Company and Johnson & Johnson and has determined that Ms. Martin has no direct or indirect material interest in the transactions. A copy of the press release that discussed Ms. Martin’s election to the Board is filed as Exhibit 99.1 to, and incorporated by reference in, this report.

Effective December 1, 2025, the number of directors of the Company will be nine, eight of whom are independent.

Item 9.01.         Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release, dated October 8, 2025, issued by H.B. Fuller Company

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 8, 2025

	H.B. FULLER COMPANY
	By:	/s/ Gregory O. Ogunsanya
		Gregory O. Ogunsanya
		Senior Vice President, General Counsel and Corporate Secretary

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FAQ

Who is the new director on the H.B. Fuller (FUL) board?

The board elected Celine Martin, age 51, to serve as a Class III director effective December 1, 2025.

What committees will Celine Martin join at FUL?

She will serve on the Audit Committee and the Compensation Committee.

What is the director pay package for the new FUL director?

She will receive an annual cash retainer of $100,000, an initial grant of 1,300 restricted stock units, and eligibility for a discretionary deferred phantom stock grant valued at $165,000.

Does Celine Martin have any material interest with Johnson & Johnson transactions?

The board determined that Ms. Martin has no direct or indirect material interest in customer-supplier transactions between the company and Johnson & Johnson.

How will the board composition change after this appointment?

Effective December 1, 2025, the number of directors will increase to nine, eight of whom will be independent.