Nathaniel Weaver

About Nathaniel (Nathan D.) Weaver

Executive Vice President, Business Transformation at H.B. Fuller (appointed in late 2024). Company veteran since 2001 with broad commercial and HR leadership; MBA in corporate finance (Purdue Krannert) and BA in marketing/business administration (Utah State). Age 48 as of 2024-2025 per third-party insider registry. Company 2024 performance context: net revenue $3.57B, net income $130M (Adj. EPS $3.84), Adjusted EBITDA $594M, record Adjusted EBITDA margin 16.6%, operating cash flow $302M; corporate STIP for CEO/CFO/CAO paid 78.6% of target for FY2024, reflecting mixed results versus plan.

Past Roles

External Roles

Fixed Compensation

• Individual base salary, target bonus, and 2024 payouts for Mr. Weaver were not disclosed in the FY2025 proxy because he was not listed among FY2024 NEOs. Company policy sets executive base salaries to target market median/50th percentile within salary grades.
• Executive benefits/perquisites include DC Restoration Plan (retirement/401k match restoration and potential EPS-based discretionary contribution), voluntary nonqualified Key Employee Deferred Compensation Plan (KEDCP) with 10% company match on deferrals into stock account, financial counseling, executive health exams, and other programs (some changes effective FY2025: elimination of excess liability insurance; increased financial counseling; added taxable health reimbursement).

Performance Compensation

• STIP structure for executive officers (FY2024 onward): four equally weighted metrics (25% each) – Adjusted EPS, Adjusted Net Revenue, Adjusted EBITDA, and Adjusted EBITDA Margin; corporate NEOs (CEO/CFO/CAO) used company-wide measures; segment leaders used segment revenue/EBITDA/EBITDA margin with company EPS. Payout range 0%–200% of target.
• FY2024 STIP outcomes (context): corporate NEOs’ payouts were 78.6% of target (CEO/CFO/CAO), reflecting sub-target EPS/Revenue vs plan and margin dynamics; segment leaders varied (76%–148%) based on segment performance.

• LTIP vehicles: Non-qualified Stock Options (NQSOs), Restricted Stock Units (RSUs), and Performance Stock Units (PSUs). Stock units (RSUs and PSUs) are generally split 50%/50% within the stock-unit portion; PSUs cliff-vest after 3 years based on ROIC; RSUs vest 33%/33%/34% over 3 years; NQSOs vest 33%/33%/34%, 10-year term. Double-trigger required for CIC vesting; retirement/death/disability provisions as disclosed.
• PSU performance example: 2022–2024 cycle achieved 9.6% vs target 9.2% ROIC (threshold 7.2%, superior 13.2%), paying 110% of target – supports pay-for-performance linkage to ROIC.

Equity Ownership & Alignment

• Recent insider activity (Form 4, Nov 13, 2025): Exercised 9,546 employee stock options at $33.38; sold 7,075 shares at a $58.3771 weighted average for ~$413,018; post-transaction direct ownership reported at 9,441 shares. These transactions indicate option monetization with partial share retention.
• Hedging/pledging: Company prohibits hedging and pledging by directors and executive officers (alignment safeguard).
• Ownership guidelines: 5x base salary (CEO), 3x (CFO), and 2x for other executive officers; compliance status for Mr. Weaver is not disclosed.

Vesting schedules and dilution/pressure signals:

• RSUs: 33%/33%/34% annual vesting beginning 1st anniversary; dividends accrue and pay in shares at vest. Double-trigger for CIC.
• PSUs: 3-year cliff vest based on ROIC versus targets; 0%–200% payout; dividends accrue and pay in shares at vest. Double-trigger for CIC.
• NQSOs: 33%/33%/34% vesting; 10-year term; immediate exercisability upon retirement (age 55 + 10 years of service), death, disability; double-trigger for CIC.

Employment Terms

• No fixed-term employment agreements; executives are covered by severance and change-in-control (CIC) agreements (NEO framework disclosed).
• Severance (non-CIC): If involuntary without cause or for good reason, severance of 1x base salary + target bonus (CEO 2x), 12 months medical/dental (CEO 18 months), and up to $20,000 outplacement; non-compete and non-solicit obligations (two years) required for benefits.
• CIC (double-trigger): If terminated without cause or for good reason within 24 months post-CIC, lump-sum of 3x (base salary + target bonus), prorated target STIP, and up to $25,000 outplacement; equity subject to double-trigger vesting per plan; tax gross-ups removed for CIC agreements entered into beginning mid-FY2018.
• Clawback: Compensation recovery policy applies to executives in event of financial restatement or misconduct; awards subject to forfeiture/penalty conditions.

Performance & Track Record

• Tenure and breadth: Nearly 25 years at H.B. Fuller across commercial P&L (global hygiene, LatAm GM, product lines, key accounts) and HR/communications; elevated to EVP Business Transformation in 2024, indicating CEO/Board focus on transformation execution.
• Company results during latest year: FY2024 delivered net revenue $3.57B, Adjusted EBITDA $594M, record 16.6% Adjusted EBITDA margin, OCF $302M; however, late-year volume deceleration and pricing timing caused margin pressure and sub-target STIP outcomes for corporate NEOs.
• External visibility: Listed as company participant at Oct 20, 2025 Analyst/Investor Day as EVP, Business Transformation.

Compensation Structure Analysis

• Pay-for-performance alignment: STIP now equally weights profit, growth, and margin (EPS, revenue, EBITDA, EBITDA margin), and PSUs hinge on 3-year ROIC—elevating capital discipline and structural margin focus; 2022–2024 PSUs paid at 110% on ROIC, reinforcing metric rigor.
• Mix shift and risk: Use of three vehicles (options, RSUs, PSUs) balances performance leverage (options, PSUs) and retention certainty (RSUs). Stock-unit policy of 50% RSUs/50% PSUs within stock units maintains balanced risk while linking half of stock-unit value to ROIC.
• Governance safeguards: Double-trigger CIC, clawback, prohibition on hedging/pledging, no option repricing, minimum vesting standards under the equity plan—reduce governance risk and misalignment.

Equity Ownership & Alignment (Detailed)

• Ownership guideline: 2x salary for executive officers other than CEO/CFO (Weaver’s category); compliance not disclosed publicly; pledging prohibited.
• Insider selling pressure: The November 2025 option exercise and partial sale suggests liquidity around vest/exercise windows; residual direct stake remains, and reported outstanding employee options span a range of strikes, implying future potential exercises as options mature or reach moneyness.

Expertise & Qualifications

• Education: MBA, Corporate Finance (Purdue Krannert); BA, Marketing/Business Administration (Utah State).
• Domain experience: Adhesives markets across regions and segments; enterprise HR/communications; business transformation leadership.

Employment & Contracts

• Start at company: 2001 (Leadership Development Associate).
• Non-compete/non-solicit: Two-year obligations embedded in severance agreement conditions, where permitted by local law.
• Auto-renewal CIC agreements: Initial 3-year term with annual automatic extensions unless Board notices non-renewal. Protected period: 24 months post-CIC.

Investment Implications

• Alignment: Strong structural linkage to ROIC (PSUs) and margin via STIP; hedging/pledging prohibitions and double-trigger CIC reduce governance risk.
• Retention: Multi-year vesting (RSUs, NQSOs) and 3-year PSU cliff vesting create meaningful unvested equity at risk—supporting retention for a transformation-critical EVP.
• Trading signals: The Nov-2025 option exercise and partial sale indicate liquidity use upon moneyness; monitor Form 4s around annual grant/vesting cycles for additional supply or accumulation signals.
• Risk/Cost on change-of-control: Executive CIC agreements at 3x salary+target bonus (double-trigger) imply notable transaction-related cash costs if management turnover occurs post-deal; however, tax gross-ups are removed for newer CIC agreements; equity acceleration is double-triggered, moderating immediate dilution risk.