Teresa Rasmussen
FULLER H BAbout Teresa Rasmussen
Teresa J. Rasmussen, age 68, is H.B. Fuller’s Independent Chair of the Board (since January 22, 2025) and an independent director since 2020. She is President & CEO of Thrivent Financial for Lutherans (2018–present), with prior tenures as President of Thrivent’s Life Insurance business (2015–2018) and Senior Vice President, General Counsel & Secretary (2005–2015). She previously held senior legal and executive roles at American Express/Ameriprise, Northeast Securities, Oppenheimer Wolff & Donnelly LLP, and the U.S. Department of Justice .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Thrivent Financial for Lutherans | President & CEO | 2018–present | Leads large tax-exempt financial services organization; board member of Thrivent |
| Thrivent Financial for Lutherans | President, Life Insurance business | 2015–2018 | Led core insurance operations |
| Thrivent Financial for Lutherans | SVP, General Counsel & Secretary | 2005–2015 | Stewarded governance, legal, and compliance functions |
| American Express/Ameriprise | Vice President, Chief Legal Officer and Senior Lawyer | Not disclosed | Senior legal leadership in financial services |
| Northeast Securities Corporation | Legal roles | Not disclosed | Legal practice in broker-dealer environment |
| Oppenheimer Wolff & Donnelly LLP | Legal roles | Not disclosed | Law firm practice |
| U.S. Department of Justice | Legal roles | Not disclosed | Government legal service |
External Roles
| Organization | Role | Public Company? | Tenure/Notes |
|---|---|---|---|
| Thrivent Financial for Lutherans | Board of Directors (in addition to CEO role) | No (tax-exempt) | Ongoing; no FUL-related transactions disclosed |
Board Governance
- Independent Chair of the Board since January 2025; presides over executive sessions; FUL separates Chair and CEO roles (since 2007) to strengthen oversight .
- Committee assignments: Chair, Corporate Governance & Nominating; Member, Compensation; previously served on Audit (moved from Audit to Compensation on Jan 23, 2025) .
- Independence: Board determined she is independent under NYSE standards; all directors except the CEO are independent .
- Attendance: Board held six meetings in fiscal 2024; each director attended >75% of Board/committee meetings; all attended the April 11, 2024 annual meeting .
- Committee activity (FY2024): Audit met 9x; Compensation 5x; Corporate Governance & Nominating 5x .
- Risk/ESG oversight: As Governance & Nominating Chair, oversees director nominations, board evaluations, succession, and ESG policies/engagement .
Fixed Compensation
Director cash and standard retainers (FY2024 program and Rasmussen actuals):
| Item | FY2024 Policy | Rasmussen FY2024 ($) | Rasmussen FY2023 ($) |
|---|---|---|---|
| Board Member annual cash retainer | $100,000 | 100,000 | 100,000 |
| Non-Executive Chair retainer | $100,000 (applied to Chair; Rasmussen became Chair in 2025) | N/A (not Chair in FY2024) | N/A (not Chair in FY2023) |
| Committee Chair retainers | Audit $20,000; Compensation $17,500; Governance $15,000 | Included if applicable; total cash shown above | Included if applicable; total cash shown above |
| All Other Compensation | Physical exam reimbursement; matching gifts; dividends on unvested RSUs if applicable | 0 | 1,242 |
| Total | — | 260,000 | 260,812 |
Deferral elections and equity award policy (alignment features):
- Deferred phantom stock units: Annual grant of $150,000 to each non-employee director (July 16, 2024), paid via the Directors’ Deferred Compensation Plan (DDCP); not subject to forfeiture .
- One-time initial RSU grant upon election: 1,300 RSUs vest at 3 years, with accelerated vesting upon death/disability; forfeiture upon resignation before vest date .
- 2024 deferral elections: Rasmussen elected to defer 100% of her cash retainer into phantom stock units (calendar 2024) .
- 2023 deferral elections: Rasmussen elected to defer 100% of retainer into phantom stock units, with a prorated deferral in Q1 into another DDCP investment .
Performance Compensation
Director equity awards are time- and ownership-alignment oriented; no performance metrics are attached to director grants.
| Instrument | Structure | FY2024 Grant Mechanics | Vesting/Forfeiture |
|---|---|---|---|
| Deferred Phantom Stock Units (DDCP) | Not subject to forfeiture; accumulates dividend equivalents; optional 10% company match on deferrals into stock account | $150,000 grant, 1,740.75 units (July 16, 2024) | Paid in shares/cash per election at retirement/change-in-control/other triggers; no voting rights |
| Initial RSUs (upon first election) | One-time grant of 1,300 RSUs | Granted at initial board election (Rasmussen joined in 2020) | Vests at 3 years; accelerates on death/disability; forfeits on resignation pre-vest |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock with FUL | Notes |
|---|---|---|---|
| Thrivent Financial for Lutherans | CEO and Board Director | None disclosed | No reported customer/supplier transactions between FUL and Thrivent; independence affirmed . |
No other public company directorships are disclosed for Rasmussen .
Expertise & Qualifications
- Financial services and legal expertise: CEO of a large financial organization; prior GC/Secretary; deep governance and regulatory experience .
- Leadership and culture: Experience addressing changing market trends, building organizational cultures, and delivering stakeholder commitments .
- Board qualifications: Independent Chair; Governance & Nominating Chair; prior Audit member, supporting financial oversight and cybersecurity monitoring .
Equity Ownership
| Measure | Amount | As-Of Date | Notes |
|---|---|---|---|
| Beneficial ownership (shares) | 3,632 | January 29, 2025 | Includes units acquirable within 60 days; less than 1% of shares outstanding . |
| Phantom stock units (acquirable within 60 days) | 1,289 | January 29, 2025 | Counted within beneficial ownership . |
| Phantom stock units (not acquirable within 60 days) | 11,606 | January 29, 2025 | Excluded from beneficial ownership table . |
| Aggregate deferred phantom stock + RSUs (held) | 12,895 | November 30, 2024 | Aggregate units reported . |
| Pledged shares | None | January 29, 2025 | Shares of directors/officers not subject to pledge . |
| Ownership guidelines | 5x annual board retainer within 5 years | FY2024 review | All non-employee directors met or are on track . |
| Hedging/Pledging policy | Prohibited for directors | Current | Insider trading policy bans hedging/pledging . |
Governance Assessment
- Board effectiveness: Rasmussen’s elevation to Independent Chair separates leadership roles and enhances oversight; clear agenda-setting with CEO consultation and defined executive session leadership .
- Committee leadership and engagement: As Governance & Nominating Chair and Compensation Committee member (and prior Audit member), she spans nominations/ESG, pay policy, and financial oversight; committees met regularly (Audit 9; Compensation 5; Governance 5 in FY2024) .
- Independence & conflicts: Board affirmed independence; annual related-party reviews found no material interests for directors; no FUL transactions disclosed with Thrivent where Rasmussen is CEO (positive signal) .
- Attendance & engagement: >75% meeting attendance and full annual meeting attendance for FY2024 (adequate engagement) .
- Director compensation & alignment: Balanced cash ($100k) and equity ($150k annual phantom units, plus match on deferrals) with strong deferral elections; aggregate units held support alignment; ownership guidelines compliance/on-track (positive alignment) .
- Shareholder signals: Strong say-on-pay approval (97% in 2024 proxy for FY2024 program; 94% prior year), indicating investor confidence in compensation governance; WTW engaged as independent consultant with no conflicts found .
- RED FLAGS: None disclosed. Potential theoretical conflict due to external CEO role at Thrivent, but no related-party transactions or independence concerns were identified by the Board/Audit Committee (mitigated) .
Overall, Rasmussen’s independent leadership, cross-committee roles, clean conflict profile, and ownership alignment support board credibility and investor confidence at FUL .