Charles Lauber
FULLER H BAbout Charles T. Lauber
Charles T. Lauber, age 62, is an independent Class II director of H.B. Fuller, serving since January 2023. He sits on the Audit and Compensation Committees and has been designated an SEC “audit committee financial expert.” Lauber is EVP & CFO of A. O. Smith Corporation (2019–present), with prior roles in finance, operations strategy, and corporate development at A. O. Smith and earlier auditing/management roles at Ernst & Young (1984–1999). The Board has affirmed his independence; Board and committee attendance in FY2024 exceeded 75%, and all directors attended the April 11, 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| A. O. Smith Corporation | EVP & CFO | 2019–present | Leads treasury, controllership, cash management, IR; modernizing operations and ESG; M&A growth globally (China/India). |
| A. O. Smith Corporation | Finance, operations strategy, corporate development roles | 1999–2019 | Growth through M&A, global expansion, operational modernization. |
| Ernst & Young | Auditing and management positions | 1984–1999 | Public company financial functions foundation. |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| National Association of Manufacturers | Director | No | Industry advocacy board membership. |
| Other public company boards | — | — | None (as disclosed). |
Board Governance
- Committees: Audit (member) and Compensation (member); not a chair. Audit met 9 times; Compensation met 5 times in FY2024.
- Independence: Board determined all directors other than the CEO are independent; Lauber is independent.
- Attendance: Board held 6 meetings; each director attended >75% of Board/committee meetings; all directors attended the Annual Meeting (April 11, 2024).
- Financial expert: Board determined Lauber is an audit committee financial expert under SEC rules.
- Board leadership: Independent Chair (Teresa J. Rasmussen) since January 2025; separate Chair/CEO structure.
- Diversity/tenure context: 87.5% independent; average Board tenure 5.75 years.
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual Board retainer (cash) | $100,000 | Standard non-employee director retainer. |
| Committee chair retainers | $0 | Lauber is not a chair; Audit Chair $20,000; Compensation Chair $17,500; CGN Chair $15,000 (policy level). |
| Annual equity grant (deferred phantom stock units via DDCP) | $150,000 | Grant on July 16, 2024; units awarded based on FMV; not subject to forfeiture. |
| Initial RSU grant (one-time upon election) | 1,300 units | Vests over 3 years; time-based vesting. |
| 2024 Director Compensation (Lauber actual) | Total $260,320 | Fees earned: $100,000; Stock awards: $159,167; All other comp: $1,153. |
- Deferral elections: In 2024 Lauber elected to defer 100% of his retainer into phantom stock units except a prorated cash payment in Q1; the company matches 10% of director retainers deferred into the common stock account (counted in “Stock Awards”).
Performance Compensation
| Compensation Metric | Applies to Directors? | Notes |
|---|---|---|
| Performance-based equity (PSUs) | No | Director equity is annual deferred phantom stock units and initial RSUs; not performance-conditioned. |
| Meeting fees, pay-for-performance features | No | No meeting fees; compensation aligned to market median via cash retainer + equity. |
Other Directorships & Interlocks
| Entity | Relationship | Potential Conflict | Board Determination |
|---|---|---|---|
| A. O. Smith Corporation | Lauber EVP & CFO | Customer-supplier transactions between H.B. Fuller and A. O. Smith reviewed for independence | Ordinary course; amounts below NYSE independence thresholds; Lauber recused; independence maintained. |
- Additional related-party contexts reviewed include Fastenal (Florness), Cargill (Kimmelshue), Winnebago (Happe), and UMN/Carlson School (Zaheer); all below thresholds and directors recused.
Expertise & Qualifications
- Deep public company finance experience: treasury, controllership, cash management, investor relations.
- Operational modernization and ESG strategy leadership.
- M&A experience and global expansion, notably in China and India water markets.
- Audit Committee Financial Expert designation.
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 3,227 | Includes phantom units acquirable within 60 days; <1% of shares outstanding. |
| Phantom units acquirable within 60 days | 3,227 | Counted in beneficial ownership. |
| Phantom units not acquirable within 60 days (excluded) | 2,019 | Excluded from beneficial ownership count. |
| Aggregate DPSUs + RSUs held | 5,246 | As of Nov 30, 2024. |
| RSUs held | 1,330 | As of Nov 30, 2024. |
| Options held | None | No director stock options outstanding. |
| Pledging/Hedging | Prohibited | Insider trading policy prohibits hedging/pledging; director/executive ownership not subject to pledges. |
| Ownership guideline | 5× annual Board retainer | All non-employee directors met or are on track within five years (review at June 30, 2024 values). |
Insider Trades and Section 16
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings | All timely | Based on company review and written representations. |
| Form 4 transactions (proxy disclosure) | Not detailed | Proxy does not list director-specific Form 4 trades; directors had no options outstanding. |
Governance Assessment
- Alignment signals: Lauber defers his entire cash retainer into stock (phantom units) with a 10% match, increasing equity exposure and alignment with shareholders; director compensation structure stable year-over-year per Committee review.
- Independence and effectiveness: Independent director; Audit and Compensation committee member; audit financial expert; strong attendance; independent Chair structure supports oversight.
- Conflicts: Customer-supplier relationships with A. O. Smith reviewed, immaterial, and directors recused; Board independence thresholds not breached.
- RED FLAGS: None identified — no pledging/hedging, no related-party material transactions, consistent director pay practices, and strong say‑on‑pay support (97% in 2024) indicating broad investor confidence in compensation governance.