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

(e)(1) On January 15, 2020, the Compensation Committee of the Company approved changes to the design of the H.B. Fuller Company Management Short-Term Incentive Plan (the "STIP") applicable to certain executive officers as attached to this Current Report on Form 8-K as Exhibit 10.1. The changes made include:





  (i)   The Operating Income metric is replaced with Earnings Before Interest,
        Taxes, Depreciation and Amortization ("EBITDA");
  (ii)  Key Market metrics have been deleted for Executive Officers;
  (iii) The weighting of EBITDA is 35% and Net Revenue is 35%, while Earnings Per
        Share ("EPS") remains at a weighting of 30%; and
  (iv)  There are two plan designs: one for corporate positions (e.g., Chief
        Executive Officer and Chief Financial Officer) and one for executive
        officers in Operating Segments.

The changes to the STIP will be effective for any short-term incentive awards related to the Company's 2020 fiscal year (or portion thereof, as applicable) and thereafter. The STIP provides an annual performance-based cash incentive opportunity for eligible employees. In general, the STIP design is based on financial metrics. The metrics will vary based on position and will generally include (i) EBITDA, (ii) net revenue and (iii) earnings per share. Each metric will have a target level of performance. Threshold and superior levels will be set for each metric. Payout will be determined for each metric based on performance relative to target. The target, threshold and superior levels of performance will be established at the beginning of each fiscal year. The foregoing description is qualified in its entirety by reference to the STIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(e)(2) On January 15, 2020, the Compensation Committee of the Company approved the following increase in compensation for James J. Owens, President and Chief Executive Officer of the Company after review of market information and in recognition of his performance:





  • Annual Base Salary effective February 1, 2020: $1,236,165, an increase of 5%
    in line with Company merit guidelines.

  • Effective January 15, 2020, the target value of Mr. Owens' stock-based awards
    under the Company's Annual and Long-Term Incentive Plan (the "LTIP") was
    increased from 350% of his base salary to 400% of his base salary.

  • Mr. Owens' incentive opportunity under the Company's Management Short-Term
    Incentive Plan (the "STIP") increased to a target incentive opportunity of
    120% (from 110% in fiscal year 2019) of his base salary with a maximum
    incentive opportunity of up to 240% of his base salary under the STIP for the
    Company's 2020 fiscal year.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits.




  10.1   H.B. Fuller Company Management Short-Term Incentive Plan for Executive
       Officers
  104  Cover Page Interactive Data File (formatted as Inline XBRL and contained in
       Exhibit 101)




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