Ruth Kimmelshue
FULLER H BAbout Ruth S. Kimmelshue
Independent director at H.B. Fuller since 2017; age 62; currently serves on the Audit Committee and is Chair of the Compensation Committee (Class I director, term ending at the 2027 Annual Meeting). She retired from Cargill in December 2024 as Corporate Senior Vice President, Animal Nutrition & Health Global Enterprise; prior roles included Chief Sustainability Officer and head of Operations & Supply Chain, and earlier leadership at Continental Grain. Her board bio emphasizes deep operations and global supply chain expertise, which the Board views as highly valuable to management and board oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cargill, Incorporated | Corporate Senior Vice President, Animal Nutrition & Health Global Enterprise | Apr 2021–Dec 2024 | Led global enterprise; prior roles included head of Operations & Supply Chain and first Chief Sustainability Officer, indicating operational discipline and ESG program leadership |
| Cargill, Incorporated | Business Unit President, Turkey & Cooked Meats | 2013–2015 | P&L leadership and operational execution |
| Cargill, Incorporated | Business Unit President, Cargill Salt; VP/Commercial Manager, AgHorizons; leader of Supply Chain Solutions | 1999–2013 | Operations, commercial, and supply chain optimization across businesses |
| Continental Grain | Merchandising/trading, facility/general management, economic analysis, marketing/sales (U.S./Europe) | 1986–1999 | Commodity trading and industrial operations experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Cargill, Incorporated | Corporate Senior Vice President; prior sustainability and ops leadership | Retired Dec 2024 | Retirement prompted submission of resignation per FUL governance guidelines; Board declined to accept given perceived benefit of continued service |
| Other public company boards | — | None | Proxy disclosure indicates no other public company directorships for Kimmelshue |
Board Governance
- Independence: Board determined all directors other than the CEO (Mastin) are independent; transactions involving entities affiliated with certain directors, including Cargill (Kimmelshue’s employer during FY2024), were reviewed, directors recused, and amounts fell below NYSE independence thresholds.
- Committees (as of Jan 31, 2025): Compensation (Chair: Kimmelshue), Audit (member), Corporate Governance & Nominating (separate committee).
- Board attendance: FY2024 Board met six times; all directors attended >75% of Board/committee meetings and attended the April 11, 2024 Annual Meeting. FY2023 Board met five times; all directors >75% and attended the April 6, 2023 Annual Meeting.
- Committee cadence & remit (FY2024): Audit met nine times; Compensation met five; Corporate Governance & Nominating met five. Compensation oversees executive pay (including recovery policy), director pay, and stock plans; Audit oversees financial reporting, internal controls, ERM, cybersecurity, and related person transactions policy.
- Board leadership: Teresa J. Rasmussen succeeded Lee R. Mitau as Chair of the Board on January 22, 2025.
- Governance guideline signal: FUL uses a “plurality-plus” standard requiring resignation submission for uncontested elections where withheld votes exceed votes for; Board considered and declined to accept Kimmelshue’s resignation post-Cargill retirement, citing continued benefit to the Company.
Fixed Compensation (Director)
| Component | Amount/Detail | As-of/Grant date |
|---|---|---|
| Annual Board cash retainer | $100,000 | FY2024 |
| Compensation Committee Chair retainer | $17,500 | FY2024 |
| Audit Committee Chair retainer | $20,000 (not applicable to Kimmelshue) | FY2024 |
| Corporate Governance & Nominating Chair retainer | $15,000 (not applicable to Kimmelshue) | FY2024 |
| FY2024 actual cash fees (Kimmelshue) | $117,500 | FY2024 |
| FY2024 stock awards (Kimmelshue) | $161,750 (includes $150,000 annual phantom stock grant + 10% match on deferrals) | |
| FY2024 total director compensation (Kimmelshue) | $279,250 | FY2024 |
Notes:
- Directors can defer cash retainers into the Directors’ Deferred Compensation Plan (DDCP); phantom stock deferrals earn a 10% company match and dividend equivalents; payouts occur on retirement, specified date, disability, death, change in control, or plan termination.
- On July 16, 2024, each non-employee director received $150,000 in deferred phantom stock units (not subject to forfeiture).
Performance Compensation (Director)
| Element | Performance Metrics | Vesting/Forfeiture | Detail |
|---|---|---|---|
| Annual phantom stock units (DDCP) | None (economic exposure to stock price via units; no performance hurdles) | Not subject to forfeiture | $150,000 grant on 7/16/2024; pays out per DDCP elections |
| One-time initial RSU award (upon board entry) | None | Time-based vest at 3 years; accelerate on death/disability; forfeit upon resignation before vest | 1,300 RSUs at onboarding |
Other Directorships & Interlocks
| Entity | Nature | Conflict Review/Status |
|---|---|---|
| Cargill, Incorporated | Prior employer; commercial transactions with FUL reviewed by Board | Directors recused; amounts below NYSE independence thresholds; Board determined independence remains intact |
| Other public company boards | None | No interlock risk observed |
Expertise & Qualifications
- Deep experience in operations and supply chain leadership across global businesses at Cargill and Continental Grain, aligning with FUL’s specialty chemicals manufacturing and logistics complexity.
- ESG leadership background as Cargill’s first Chief Sustainability Officer, supportive of oversight for corporate responsibility and sustainability disclosures.
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 9,003 shares; “Percent of common stock outstanding”: <1% (*) |
| Phantom stock units acquirable within 60 days (beneficial ownership inclusion) | 7,652 units |
| Deferred phantom stock units and RSUs held (aggregate, as of 11/30/2024) | 27,291 units |
| Phantom units not acquirable within 60 days (excluded from beneficial ownership table) | 19,639 units |
| Pledging | Directors’/NEOs’ shares are “not subject to any pledge” per table statement |
| Ownership guidelines | Non-employee directors must hold five times the annual Board retainer within five years; as of Jun 30, 2024 all directors met or were on track |
Director Compensation Mix & Design Signals
- Market alignment: FUL targets the market median/50th percentile for director pay; uses an independent compensation consultant for periodic reviews of retainers and equity awards.
- Cash vs equity: FY2024 mix for Kimmelshue was $117,500 cash and $161,750 equity; she elected 100% deferral of retainers into phantom units in 2024 per DDCP participation patterns.
- Caps: Third Amended and Restated 2020 Incentive Plan caps total equity+cash compensation for non-employee directors at $500,000 per calendar year (exceptions for non-executive Chair).
Insider Trades and Section 16 Compliance
| Item | Status |
|---|---|
| Section 16(a) filings | Company review indicates directors/officers complied timely, except one non-director NEO (James J. East) with one delinquent filing due to administrative oversight; no issues noted for Kimmelshue. |
Governance Assessment
- Committee leadership and workload: As Compensation Committee Chair and Audit Committee member, Kimmelshue is positioned at the center of executive pay design, compensation recovery policy, stock plan oversight, and financial risk oversight (including ERM and cybersecurity). This breadth supports board effectiveness in key investor-sensitive areas.
- Independence and related-party exposure: Prior Cargill affiliation created customer-supplier transactions; Board reviewed, directors recused, and amounts were below NYSE thresholds, sustaining independence. Retirement in 2024 and the Board’s decision to retain her further signals continuity and perceived value.
- Engagement: Documented attendance above 75% for FY2024 and FY2023 and Annual Meeting attendance indicates active engagement.
- Ownership alignment: Material phantom unit holdings, full deferral election of cash retainers, dividend equivalents, and 10% match within DDCP, alongside 5x retainer ownership guideline, indicate stronger alignment than cash-only directors. No pledging noted—a positive alignment indicator.
- RED FLAGS: Limited—no pledging; director pay within plan caps; no performance pay or options that could distort risk; related-party transactions reviewed and below thresholds. Ongoing vigilance warranted around any future customer-supplier dealings with prior employer entities.
Board & Committee Activity (FY2023–FY2024)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board meetings held | 5 | 6 |
| Attendance threshold met (>75%) | Yes | Yes |
| Annual Meeting attendance | Apr 6, 2023: All directors attended | Apr 11, 2024: All directors attended |
| Audit Committee meetings | 9 | 9 |
| Compensation Committee meetings | 5 | 5 |
| Corporate Governance & Nominating meetings | 5 | 5 |
Director Compensation Detail (FY2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Ruth S. Kimmelshue | 117,500 | 161,750 | 0 | 279,250 |
DDCP & Equity Design (Directors)
| Item | Detail |
|---|---|
| Annual phantom stock grant | $150,000 grant (e.g., 1,740.75 units on 7/16/2024); not subject to forfeiture |
| Cash deferral election | Directors may defer retainers into phantom units or mutual fund equivalents; 10% company match on common stock account deferrals; dividend equivalents credited as additional units |
| Payout triggers | Retirement/specified date (per irrevocable election, subject to Committee approval), disability, death, change in control, plan termination |
| Initial RSU grant | 1,300 RSUs at onboarding; vest in 3 years; accelerate on death/disability; forfeit on resignation before vest |
Compensation Committee Oversight
- Responsibilities: Executive pay programs and recovery policy; administration of stock-based plans; annual review/approval of non-employee director compensation; potential delegation to Chair for vesting accelerations in specific cases.
- Compensation recovery (clawback) policy: Mandates recoupment of incentive pay following material restatements or intentional misconduct; reachback generally three years prior to restatement.
- Consultant use: Independent compensation consultant provides market benchmarking; director pay generally aligned to market median (50th percentile).
Term & Election
- Class and term: Class I director; term runs to 2027 Annual Meeting (Kimmelshue elected to serve additional three-year term in 2024 proxy cycle).
Governance Signals Summary
- Positive: Strong committee leadership (Comp Chair), robust attendance, clear ownership alignment via deferrals and phantom units, no pledging, and structured independence review with recusal on related party matters.
- Watch items: Historical customer-supplier relationship with Cargill; Board retained her post-retirement, indicating confidence but warrants continued monitoring of any transactions for independence thresholds.