Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(e) Effective January 24, 2023, the Compensation Committee of H.B. Fuller Company (the "Company") approved a one-time grant of time-based restricted stock units with an approximate grant date fair market value of $500,000 to Zhiwei Cai, Executive Vice President, Engineering Adhesives of the Company. The Company's long-time President and Chief Executive Officer (CEO), James Owens, announced his resignation during late fiscal 2022. Due to this transition in CEO leadership, our Compensation Committee determined that a retention stock award for Mr. Cai was appropriate to ensure stability and continuity in a key executive role throughout this transition and to position the Company for continued success in fiscal 2023. The Compensation Committee decided to make this grant as a result of unusual circumstances that it does not expect to reoccur regularly.

The time-based restricted stock units will cliff-vest on January 24, 2025 subject to Mr. Cai remaining employed by H.B. Fuller Company in his present role until the vesting date. There are no provisions for accelerated vesting of the units upon an earlier retirement.


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