Daniel Florness
FULLER H BAbout Daniel L. Florness
Independent Class III director at H.B. Fuller since 2018; age 61 as of the 2025 proxy. CEO of Fastenal Company (2024–present; President & CEO 2016–2024) with prior CFO/finance leadership and Big Four audit background. The Board has designated him an “audit committee financial expert.” His current H.B. Fuller board term runs through the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fastenal Company | Chief Executive Officer | 2024–present | Public-company CEO experience; scaled operations to global footprint per board biography . |
| Fastenal Company | President & Chief Executive Officer | 2016–2024 | Oversaw strategy and growth from ~$250M to ~$7.3B scale cited in qualifications . |
| Fastenal Company | EVP & CFO | 2000s (CFO 1996–2002; EVP & CFO 2002–2015) | Deep finance/operations leadership; SEC-designated audit committee financial expert at H.B. Fuller . |
| KPMG LLP | Senior Manager | 1986–1996 | Audit/accounting background supporting financial expert designation . |
External Roles
| Organization | Role | Public Board/Interlocks | Notes |
|---|---|---|---|
| Fastenal Company | CEO; Director | H.B. Fuller lists “Other Public Company Boards: Fastenal Company” | H.B. Fuller and Fastenal have customer–supplier transactions; Board reviewed for independence (below NYSE thresholds) and noted Florness recused; independence maintained . |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined all directors other than the CEO (Mastin) are independent; includes Florness . |
| Committees (as of Jan 31, 2025) | Audit Committee (member); Corporate Governance & Nominating Committee (member) . |
| Committee chair roles | None (chairs: Audit–Handley; Comp–Kimmelshue; CG&N–Rasmussen) . |
| Financial expert designation | Identified by the Board as an audit committee financial expert . |
| Attendance | Board held 6 meetings in FY2024; each director attended >75% of Board/committee meetings and all attended the April 11, 2024 annual meeting . |
| Committee meetings FY2024 | Audit: 9; Compensation: 5; Corporate Governance & Nominating: 5 . |
| Board leadership | Non-executive Chair role transitioned to Teresa J. Rasmussen on Jan 22, 2025 . |
| Term/class | Class III; term ends at 2026 annual meeting . |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Annual Board cash retainer | $100,000 for non-employee directors . |
| Committee/Chair retainers | Audit Chair $20,000; Comp Chair $17,500; CG&N Chair $15,000; Non-Executive Chair $100,000 (not applicable to Florness) . |
| FY2024 Director compensation (Florness) | Fees earned/paid in cash: $100,000; Stock awards: $158,000; All other: $0; Total: $258,000 . |
| Deferral elections (2024) | Florness elected to receive 20% of his retainer in cash and 80% in deferred phantom stock units under the DDCP . |
| Deferred compensation plan (DDCP) | Directors may defer retainers into phantom stock or fund equivalents; company provides a 10% matching contribution on amounts deferred into the common stock account; phantom units receive dividend equivalents; payout upon retirement/disability/death/change in control/plan termination per elections . |
| Caps | Non-employee director total comp (cash + equity) capped at $500,000 per calendar year (higher permitted for Non-Exec Chair by independent directors) . |
Performance Compensation
| Equity Element | Grant/Value | Vesting/Forfeiture | Notes |
|---|---|---|---|
| Annual deferred phantom stock units | Standard award valued at $150,000 to each non-employee director on July 16, 2024 (1,740.75 units) | Phantom stock units are not subject to forfeiture; settle in shares per DDCP election; dividend equivalents accrue . | |
| Initial RSU (one-time on board entry) | 1,300 RSUs at initial election | Generally vests after 3 years; vests on death/disability; forfeits upon resignation prior to vest . | |
| Performance metrics | None disclosed for director equity; awards are time-based/phantom stock, not tied to TSR/financial KPIs . |
Other Directorships & Interlocks
| Company | Relationship to H.B. Fuller | Board Assessment/Independence |
|---|---|---|
| Fastenal Company | Customer–supplier transactions between H.B. Fuller and Fastenal (Florness is CEO/Director) | Reviewed by the Board; amounts fall below NYSE independence thresholds; directors (including the affected director) recused from determinations; independence affirmed . |
Expertise & Qualifications
- CEO experience, extensive finance/operational leadership (Fastenal CEO; prior EVP & CFO/CFO) supporting strategic oversight and capital allocation at H.B. Fuller .
- SEC “audit committee financial expert” with Big Four audit background (KPMG), strengthening audit/cyber/risk oversight capabilities on the Audit Committee .
- Public company board experience and global scaling experience cited in qualifications .
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership | 25,951 shares; “*” = less than 1% of outstanding . |
| Phantom stock units eligible within 60 days (counted in beneficial ownership) | 24,600 units (director DDCP) . |
| Additional deferred/RSU holdings (as of Nov 30, 2024) | Aggregate deferred phantom stock units and RSUs: 24,611 . |
| Pledging/Hedging | Shares owned by directors and executive officers “are not subject to any pledge” per security ownership section . |
| Ownership guidelines | 5× annual Board retainer within 5 years; all non-employee directors have met/exceeded or are on track (as of June 30, 2024 review) . |
Governance Assessment
- Strengths: Independent director with >75% attendance and full AGM participation; seasoned public-company CEO/CFO; designated audit committee financial expert; active Audit and Corporate Governance & Nominating Committee member; robust director ownership alignment via recurring equity grants and DDCP with optional share deferral and 10% match .
- Alignment: Meaningful phantom stock/unit holdings and stock ownership guideline framework (5× retainer) support alignment; no pledging disclosed .
- Potential conflicts/watch items: Customer–supplier ties between H.B. Fuller and Fastenal (where Florness is CEO/Director) warrant monitoring, though the Board found them immaterial under NYSE thresholds and preserved independence with recusals .
RED FLAGS: None evident in proxy disclosures—no low attendance, no pledging, no option repricing, no related-party transactions deemed material; director equity is time-based/phantom (not performance-conditioned), typical for non-employee directors .