Srilata Zaheer
FULLER H BAbout Srilata A. Zaheer
Srilata A. Zaheer (age 70) is an independent Class I director of H.B. Fuller, serving since 2022, and currently sits on the Audit and Compensation Committees; her term runs through the 2027 Annual Meeting. She is the former Dean of the Carlson School of Management (2011–2023) and holds the Elmer L. Andersen Chair in Global Corporate Social Responsibility, bringing deep international business strategy and ESG expertise with work experience in India, China, Nigeria, Poland, and Brazil.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Minnesota, Carlson School of Management | Dean; Elmer L. Andersen Chair in Global Corporate Social Responsibility | Dean 2011–2023; Chair ongoing | Led a top business school; expertise in ESG and global corporate strategy |
| Federal Reserve Bank | Director; Chair of the Board | Director 2017–2023; Chair 2020–2023 | Governance and macro/financial oversight exposure |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Federal Reserve Bank | Government/Regulatory | Director; Chair of the Board | Director 2017–2023; Chair 2020–2023 |
| University of Minnesota, Carlson School of Management | Academic | Elmer L. Andersen Chair in Global CSR | Ongoing |
| Other public company boards | Public company | None disclosed | — |
Board Governance
- Classification and term: Class I director; term expires at the 2027 Annual Meeting.
- Independence: The Board determined all directors other than the CEO are independent (Zaheer is independent).
- Committee assignments: Audit Committee member (9 meetings in FY2024); Compensation Committee member (5 meetings in FY2024).
- Attendance: Board met six times in FY2024; each director attended >75% of board and committee meetings; all directors attended the April 11, 2024 Annual Meeting.
- Board leadership: Independent Chair (Teresa J. Rasmussen) since January 2025; CEO and Chair roles separated since 2007; independent directors hold executive sessions.
- Board independence/tenure snapshot: 87.5% independent and average tenure 5.75 years as of January 31, 2025.
Fixed Compensation (Director)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer; Zaheer elected to receive retainers in cash. |
| All other compensation | $1,162 | Dividends on unvested RSUs. |
FY2024 Director Compensation (total): Zaheer received $251,162, comprised of $100,000 cash, $150,000 stock awards, and $1,162 other compensation.
Performance Compensation (Director)
| Equity Instrument | Grant/Valuation | Units / Value | Vesting / Terms |
|---|---|---|---|
| Deferred phantom stock units (annual director equity) | July 16, 2024 | 1,740.75 units; grant-date fair value $150,000 | Deferred units under the DDCP; not subject to forfeiture; dividend equivalents accrue; paid out in shares per elections. |
| Initial RSU award (one-time on joining board) | Upon initial election | 1,300 units | Vests in 3 years from grant, subject to continued service; full vest on death/disability; forfeits on resignation before vest. |
- Directors may defer cash retainers into phantom stock units; company matches 10% on amounts deferred into company stock, but Zaheer elected to take cash for retainers in 2024.
Other Directorships & Interlocks
| Entity | Relationship | Exposure/Review | Board Conclusion |
|---|---|---|---|
| University of Minnesota/Carlson School of Management | H.B. Fuller made charitable contributions to and used services from the University/Carlson (Zaheer’s employer) | Reviewed under related-party and independence policies | Transactions were ordinary course and below NYSE thresholds; Zaheer independent; directors recused as applicable. |
- The Board also reviewed customer-supplier relationships tied to other directors; all were below materiality thresholds for independence.
Expertise & Qualifications
- International business strategy; networks in China and India; deep ESG/corporate social responsibility background and global leadership experience.
- Governance and macro/financial oversight from service as Federal Reserve Bank director and Chair.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Jan 29, 2025) | 6,291 shares | Includes phantom stock units/RSUs that may be acquired within 60 days; none of the directors’ shares are pledged. |
| Deferred phantom stock units + RSUs held (as of Nov 30, 2024) | 6,294 units | Aggregate deferred units and RSUs held. |
| RSUs held (as of Nov 30, 2024) | 1,342 units | Included in aggregate above. |
| Stock options | None | No non-employee director held stock options as of Nov 30, 2024. |
| Ownership guideline | 5x annual board retainer within 5 years | All non-employee directors met or are on track. |
| Hedging/pledging | Prohibited | Company prohibits hedging and pledging by directors and officers. |
Governance Assessment
- Strengths: Independent director with dual committee roles (Audit and Compensation), >75% attendance, and strong international/ESG credentials aligned with the company’s global strategy and board oversight needs.
- Alignment: Director pay mix combines cash retainer and equity (annual phantom stock units), with stock ownership guidelines fostering skin-in-the-game; hedging/pledging prohibited.
- Shareholder sentiment: 97% Say-on-Pay support in 2024 indicates strong investor confidence in compensation governance broadly.
- Potential conflicts: Company contributions to the University of Minnesota (Zaheer’s employer) were reviewed; amounts below NYSE thresholds and independence maintained with recusals—monitoring should continue given the affiliation.
No red flags identified on attendance, related-party transactions, hedging/pledging, or director compensation structure based on disclosed information.