Celine Martin - Director (effective December 1, 2025) | FULLER H B (FUL) Executive Profile & Compensation

About Celine Martin

Celine Martin is an independent Class III director appointed to H.B. Fuller’s Board effective December 1, 2025, and will serve on the Audit and Compensation Committees. She is age 51, with three decades of global MedTech leadership, including Company Group Chairman roles at Johnson & Johnson’s Cardiovascular & Specialty Solutions (2022–2025) and Ethicon’s surgical instruments portfolio (2018–2021); she holds an MBA from Wake Forest University and a graduate degree in marketing from EM Normandie Business School .

Past Roles

Organization	Role	Tenure	Committees / Impact
Johnson & Johnson – Cardiovascular & Specialty Solutions (CSS) Group	Company Group Chairman	2022–2025	Led portfolio across electrophysiology, neurovascular, ENT, breast aesthetics; MedTech growth and category development .
Johnson & Johnson – Ethicon (Surgical Instrument Portfolio)	Company Group Chairman	2018–2021	Oversaw surgical devices; adhesives adjacency through Dermabond topical adhesives .
Johnson & Johnson MedTech	Senior leadership roles (U.S. and international)	~1995–2025	Operating Committee member; advanced standards of care in atrial fibrillation, stroke, minimally invasive surgery .

External Roles

None disclosed in the appointment materials (no other current public company directorships cited) .

Board Governance

Status: Independent non‑employee director; elected as Class III director effective December 1, 2025; committees: Audit and Compensation .
Board leadership: Independent Chair of the Board (Teresa J. Rasmussen) since January 22, 2025; separate Chair/CEO structure supports oversight and risk management .
Independence framework: The Board applies NYSE independence standards and reviews customer/supplier relationships; for related entities, directors recuse; thresholds fall below NYSE limits .
Committee context: Audit (9 meetings FY2024) oversees ERM, controls, cybersecurity, related party policy; Compensation (5 meetings FY2024) oversees executive and director pay, recovery policy; Corporate Governance & Nominating (5 meetings FY2024) oversees nominations, ESG .

Fixed Compensation

Component	Amount / Grant	Terms
Annual Cash Retainer	$100,000	Standard non‑employee director retainer .
Initial RSU Grant	1,300 RSUs	One‑time RSU upon initial election; generally vests three years from grant; accelerates on death/disability .
Annual Deferred Phantom Stock (DDCP)	$165,000 value	Discretionary annual grant under Directors’ Deferred Compensation Plan (company match available when deferring retainers into stock units); phantom units not subject to forfeiture .
Committee Chair Fees (context)	Audit Chair $20,000; Comp Chair $17,500; CG&N Chair $15,000	Not applicable to Martin unless named chair; standard fee schedule for chairs .

Performance Compensation

Directors do not receive performance‑linked pay (no STIP or PSUs). Annual deferred phantom stock units are not subject to forfeiture; RSUs are time‑based and vest over three years. No performance metrics are tied to non‑employee director compensation .

Performance‑Linked Elements	Status / Details
Annual incentive metrics	None (directors) .
Equity performance conditions	Phantom units: none (not forfeitable); RSUs: time‑based vesting (3‑year) .
Clawback applicability	Equity awards subject to company compensation recovery policy; plan requires clawback/forfeiture conditions per omnibus plan .

Other Directorships & Interlocks

Entity	Role	Interlock / Relationship	Notes
None disclosed	—	—	Appointment materials do not list other boards; Board noted no material interest in J&J customer/supplier transactions .

Expertise & Qualifications

Deep MedTech operating experience across surgical, cardiovascular, endovascular, neurovascular; global P&L leadership and commercial strategy .
Education: MBA (Wake Forest University); graduate degree in marketing (EM Normandie) .
Strategic fit: Supports FUL’s growth in high‑margin medical markets and transformation toward >20% EBITDA margin .

Equity Ownership

Item	Detail
Initial equity	1,300 RSUs upon election; annual phantom stock units via DDCP per director program .
Beneficial ownership	Not included in Jan 29, 2025 director ownership table (pre‑appointment); director/NEO shares as of that date were not pledged .
Ownership guidelines	Five times annual Board retainer within five years of becoming a director; review conducted annually; directors on track or met goals .
Hedging/pledging	Prohibited for directors and officers under insider trading policy .

Governance Assessment

Board effectiveness: Martin’s appointment adds sector expertise directly aligned to FUL’s medical market strategy, while placing her on Audit and Compensation—high‑impact committees for financial integrity and pay governance .
Independence and conflicts: Board found no direct or indirect material interest regarding J&J customer/supplier transactions; NYSE independence tests applied and directors recuse as needed—mitigating conflict risk .
Director pay alignment: Cash retainer plus equity (RSUs, DDCP phantom units) promotes ownership and alignment; non‑forfeitable phantom units and three‑year RSU vesting support long‑term orientation; clawback provisions apply to awards .
Shareholder signals: Strong say‑on‑pay support (97% in 2024) indicates investor confidence in compensation governance; continued oversight by independent Compensation Committee and WTW as independent consultant reinforces process quality .
RED FLAGS: None disclosed for Martin. Company‑wide policies prohibit hedging/pledging; related‑party review processes operate via Audit Committee and NYSE thresholds; no tax gross‑ups for change‑in‑control agreements since mid‑2018 for newer agreements (executives context) .

Monitoring items for investors: confirm committee assignments and chair rotations post‑appointment; track director equity accrual under DDCP and RSU vesting; review 2026 proxy for attendance and ownership guideline progress; assess medical segment disclosures for evidence of governance‑enabled strategic execution .