On September 26, 2022, H.B. Fuller Company announced a succession plan by which James J. Owens will retire from both the Board of Directors of the Company and the position of President and Chief Executive Officer of the Company, effective December 3, 2022. Mr. Owens will remain with the Company in a non-executive capacity through December 31, 2022 to assist with the CEO transition. The Company also announced that Celeste B. Mastin has been appointed President and Chief Executive Officer of the Company, effective December 4, 2022.

Ms. Mastin has also been elected to the Board of Directors of the Company, effective December 4, 2022. Ms. Mastin, age 54, has served as Executive Vice President and Chief Operating Officer of the Company since March 7, 2022. Previously, Ms. Mastin served as CEO of PetroChoice Lubrication Solutions (2018-2022), one of the largest distributors of petroleum lubrication solutions in the United States.

Prior to that, she held CEO roles at Distribution International Inc., (2013 to 2017), a leading fabricator and distributor of insulation and related supplies, and MMI Products Inc. (steel-based construction accessories), a Division of Oldcastle, and she served in executive leadership roles at Ferro Corporation (functional coatings and color solutions) and Bostik Adhesives (adhesives), now owned by Arkema. Mastin began her career at Shell Chemical Co. She currently serves on the board of directors of Granite Construction Inc. As President and Chief Executive Officer of the Company, Ms. Mastin will receive an annual base salary of $950,000.

Also, she will be entitled to receive a target incentive opportunity of 120% of her base salary with a maximum incentive opportunity of up to 240% of her base salary under the Company's short-term incentive plan. Ms. Mastin will also receive stock-based incentive awards under the Company's long-term incentive plan consisting of non-qualified stock options, performance-based restricted stock units and time-based restricted stock units with a total annual value of 375% of her base salary, or $3,562,500. Ms. Mastin will enter into the Company's standard form of CEO Severance Agreement and will continue to be covered by the Change-in-Control Agreement she entered into at the time of her appointment as Executive Vice President and Chief Operating Officer of the Company.

As an executive director of the Company, Ms. Mastin will not receive any separate compensation for serving as a director of the Company.