Thomas Handley
FULLER H BAbout Thomas W. Handley
Independent director of H.B. Fuller (FUL) since 2010; age 70; currently Audit Committee Chair and member of the Corporate Governance & Nominating Committee; designated an “audit committee financial expert” under SEC rules. Background: Senior Advisor and former COO (Aug 2019–Apr 2023) of Cascade Asset Management Company (Gates family office); former President & COO of Ecolab (2012–Apr 2019); prior 22-year career at Procter & Gamble in international operating and strategy roles (Japan/Korea, Mexico/Latin America, Global Feminine Care) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cascade Asset Management Company | Senior Advisor and former Chief Operating Officer | Aug 2019 – Apr 2023 | Senior operating leadership for Gates family office |
| Ecolab, Inc. | President & Chief Operating Officer | 2012 – Apr 2019 | Expanded presence in new markets; specialty chemicals experience |
| Procter & Gamble | Various management roles incl. VP/GM Japan & Korea; VP Strategic Planning & Marketing, Global Feminine Care; leadership in Mexico/LatAm | 1981 – 2003 | Global operating, strategy, and P&L leadership |
External Roles
| Organization | Position | Tenure | Committees/Notes |
|---|---|---|---|
| Republic Services, Inc. | Director | Not disclosed | Other current public company board |
Board Governance
- Committees (as of Jan 31, 2025): Audit (Chair); Corporate Governance & Nominating (member) .
- Audit Committee met nine times in FY2024; all members independent; audit committee financial experts include Handley .
- Attendance: Board held six meetings in FY2024; each director attended >75% of Board and committee meetings; all directors attended the April 11, 2024 annual meeting .
- Independence: Board determined all directors other than the CEO are independent .
- Board leadership: Independent Chair (Teresa Rasmussen) effective Jan 2025; separate Chair/CEO roles since 2007 .
Fixed Compensation (Non‑Employee Director)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Board/Cash Retainer ($) | $100,000 | $100,000 |
| Audit Committee Chair Retainer ($) | $20,000 | $20,000 |
| Total Cash Fees to Handley ($) | $120,000 | $120,000 |
| Equity Award ($, phantom stock under DDCP) | $162,000 | $162,000 |
| All Other Compensation ($) | $168 | $0 |
| Total Director Compensation to Handley ($) | $282,168 | $282,000 |
Program structure (cash and equity, reviewed vs peers): Annual board member retainer $100,000; Committee chair retainers: Audit $20,000; Compensation $17,500; Corporate Governance & Nominating $15,000 . Annual director equity grant via deferred phantom stock units valued at $150,000; initial one‑time 1,300 RSUs upon joining (3‑year vest) .
Performance Compensation
Directors do not receive performance‑based incentives. Equity is delivered primarily as deferred phantom stock units (DDCP) and a one‑time RSU grant at initial election.
| Item | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Annual deferred phantom stock units | $150,000 grant on Jul 16, 2024; 1,740.75 units | Not subject to forfeiture; payout in stock/cash per election upon retirement, death, disability, change-in-control, or plan termination | Company matches 10% on director‑elected deferrals into phantom stock |
| Initial RSU grant (one‑time at board entry) | 1,300 units | Vests after 3 years; vests on death/disability; forfeits if resign before vesting | Granted under 2020 Incentive Plan |
Other Directorships & Interlocks
| External Company | Role | Potential Interlock/Conflict | Disclosure at FUL |
|---|---|---|---|
| Republic Services, Inc. | Director | None disclosed with FUL (no customer/supplier ties noted) | Related‑party review cited transactions with entities tied to other directors (Fastenal, Cargill, Winnebago, A.O. Smith; Univ. of Minnesota), all below NYSE thresholds; no material interest by directors; Republic Services not listed |
Expertise & Qualifications
- Audit and financial oversight (SEC “audit committee financial expert”) .
- Deep global operating experience across chemicals and consumer sectors (Ecolab; P&G) aligned to H.B. Fuller’s specialty chemicals profile .
- Governance experience across public, private, and non‑profit boards .
Equity Ownership
| Ownership Metric | FY2023 | FY2024 | Current/As‑of |
|---|---|---|---|
| Beneficial ownership (shares) | — | — | 23,534 (Jan 29, 2025) |
| Phantom stock units credited (total) | 66,324 (Dec 2, 2023) | 70,479 (Nov 30, 2024) | — |
| Units included in beneficial ownership (acquirable ≤60 days) | 21,343 (Jan 29, 2024) | 22,187 (Jan 29, 2025) | — |
| Units excluded (not acquirable ≤60 days) | 44,981 (Jan 29, 2024) | 48,292 (Jan 29, 2025) | — |
| Options held | None (directors) | None (directors) | — |
| Hedging/Pledging | Prohibited for directors and officers | — | — |
| Director ownership guideline | 5× annual board retainer within 5 years; all directors met or on track (review at 6/30/2024) | — | — |
Section 16(a) compliance: Company reports all directors/officers filed timely during FY2024 .
Governance Assessment
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Strengths for investor confidence
- Audit Committee Chair with SEC financial expert designation; committee met nine times; robust scope includes financial reporting, internal controls, ERM, and cybersecurity oversight .
- Independence affirmed; no material related‑party exposure; Handley’s outside board (Republic Services) not cited in related‑party reviews .
- Attendance/engagement: Board met six times in FY2024; all directors >75% attendance; all attended 2024 annual meeting .
- Pay alignment for directors: equity-centric via annual phantom stock units and ownership guidelines; hedging/pledging prohibitions enhance alignment .
- Shareholder support signal: Say‑on‑pay approval 97% in 2024 (vs 94% in 2023) indicates broad endorsement of compensation governance .
-
Watch items
- Long tenure (director since 2010) can raise independence perception concerns for some investors, though the Board continues to deem him independent .
- Insider trade recency: We attempted to retrieve Form 4 data for the last 24 months but could not access the feed; no concerns noted by the Company’s Section 16 compliance disclosure .
Note: Insider Form 4 retrieval via the insider-trades skill failed due to an external authorization error; conclusions above rely on the Company’s Section 16 compliance statement .
Appendix: Committee Snapshot (as of Jan 31, 2025)
- Audit: Thomas W. Handley (Chair); Daniel L. Florness; Ruth S. Kimmelshue; Charles T. Lauber; Srilata A. Zaheer .
- Corporate Governance & Nominating: Teresa J. Rasmussen (Chair); Daniel L. Florness; Thomas W. Handley; Michael J. Happe .
- Compensation: Ruth S. Kimmelshue (Chair); Michael J. Happe; Charles T. Lauber; Teresa J. Rasmussen (joined Jan 23, 2025) .