H.B. Fuller Reports Director Resignation; Elects R. Jeffrey Bailly

What Happened

• H.B. Fuller Company announced that director Ruth S. Kimmelshue resigned from the Board effective September 23, 2026. The company stated her retirement was not due to any disagreement with the company.
• On the same date (September 23, 2026) the Board elected R. Jeffrey Bailly, age 64, as a Class I director effective immediately. His initial term expires at the company’s 2027 annual meeting. He was also appointed to the Board’s Audit Committee and Compensation Committee.

Key Details

• Resignation effective: September 23, 2026; not related to any disagreement with the company.
• New director: R. Jeffrey Bailly, age 64; term through 2027 annual meeting.
• Committee assignments: Audit Committee and Compensation Committee.
• Compensation for director service: $100,000 annual cash retainer, an initial grant of 1,300 restricted stock units (RSUs), and eligibility for an annual discretionary deferred phantom stock grant valued at $165,000.
• No arrangements or understandings with other persons regarding his selection; no reportable related-party transactions under Item 404(a) of Regulation S-K.

Why It Matters

• Board composition change: Investors should note a director transition and the addition of an experienced executive with a long track record in manufacturing, medical technology, M&A and operations, which may influence governance and oversight, especially on audit and compensation matters.
• Cost and dilution: Director compensation includes cash and equity (1,300 RSUs plus potential phantom stock units), which is a modest corporate governance expense and equity grant to monitor for aggregate director compensation trends.
• Governance signal: The filing confirms the change was a routine retirement (not a disagreement), and discloses there are no related-party transactions tied to the new director—useful for assessing independence and potential conflicts.