Fuller H B Co DEF 14A, filed Mar 4, 2025

Fuller H B Co (FUL)

DEF 14A 2025-03-04 For: 2025-04-15

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Added on June 12, 2026

About this DEF 14A

Fuller H B Co filed this DEF 14A on March 4, 2025.

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Office:	1200 Willow Lake Boulevard
	St. Paul, Minnesota 55110-5101
Mail:	P.O. Box 64683
	St. Paul, Minnesota 55164-0683
Phone:	(651) 236-5060

Office:	1200 Willow Lake Boulevard
	St. Paul, Minnesota 55110-5101
Mail:	P.O. Box 64683
	St. Paul, Minnesota 55164-0683
Phone:	(651) 236-5060

Date and Time:	Tuesday, April 15, 2025 at 10:00 a.m. Central Time. You may attend the virtual meeting, submit questions, and vote your shares electronically during the meeting via the Internet by visiting www.virtualshareholdermeeting.com/FUL2025. You will need your 16-digit control number to enter the Annual Meeting. You can find your control number in the Notice Regarding the Availability of Proxy Materials, proxy card, instruction form, or email you received relating to the meeting. In the Notice, proxy card and voting information form, the control number is in the box marked by the arrow. We recommend that you log in at least 15 minutes before the meeting to ensure that you are logged in when the meeting starts.

Items of Business:	1. The election of three directors named in the attached Proxy Statement. Three directors will serve for a three-year term until the 2028 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal.

	2. The ratification of the appointment of Ernst & Young LLP as H.B. Fuller’s independent registered public accounting firm for the fiscal year ending November 29, 2025.

	3. A non-binding advisory vote to approve the compensation of our named executive officers as disclosed in the attached Proxy Statement.

	4. The third amendment and restatement of the H.B. Fuller Company 2020 Management Incentive Plan to increase the number of shares of common stock of the Company authorized for issuance under the Plan by 2,000,000 shares, and adoption of certain other amendments to the Plan.

	5. Any other business that may properly be considered at the meeting or any adjournment thereof.

Record Date:	You are entitled to vote on the above items of business if you were a shareholder of record at the close of business on February 19, 2025

Voting by Proxy:	It is important that your shares be represented and voted at the meeting. Whether or not you plan to attend the meeting, we encourage you to submit your proxy as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions in the materials you received, the section entitled “Questions and Answers about the Meeting” beginning on page 75 of the attached Proxy Statement, or if you received printed proxy materials, the enclosed proxy or voting instruction card. You can revoke a proxy at any time prior to its exercise at the meeting by following the instructions in the attached Proxy Statement.

Glossary of Frequently Used Terms	2	Delinquent Section 16(a) Reports	26

Proxy Summary	3	Audit Committee Report	26
H.B. Fuller Company’s Sustainability Efforts, Human Rights Policy,
Corporate Giving and Employee Volunteerism	9	Fees Paid to Independent Registered Public Accounting Firm	27

Proposal 1 – Election of Directors	10	Proposal 2 – Ratification of Appointment of Independent
		Registered Public Accounting Firm	28
Proposal	10
Who are the nominees?	11	Executive Compensation	29
How can a shareholder suggest a candidate for election
to the Board?	12	Compensation Discussion and Analysis	29
Who are the remaining directors?	12	Compensation Committee Report	43
		Summary Compensation Table	44
Corporate Governance	16	Grants of Plan-Based Awards During Fiscal 2024	47
		Outstanding Equity Awards at Fiscal 2024 Year-End	49
Corporate Governance Guidelines	16	Option Exercises and Stock Vested – Fiscal Year 2024	50
Director Independence	16	Nonqualified Deferred Compensation – Fiscal Year 2024	51
Meetings of the Board and the Board's Committees	16	Potential Payments Upon Termination or Change-in-Control	52
What are the roles of the Board’s Committees?	16	Executive Benefit and Payments Upon Termination – Fiscal Year 2024	56
Board’s Role in Oversight of Risk	18
Board Leadership Structure	18	CEO Pay Ratio Disclosure	57
Director Elections	19
Board Performance Evaluation	19	Pay Versus Performance	58
Code of Business Conduct	19
Communications with Directors	19	Proposal 3 – Non-Binding Advisory Vote on Executive
		Compensation	62
Certain Relationships and Related Transactions	20
		Proposal 4 – Approval of the Third Amendment and Restatement of the
Director Compensation	21	H.B. Fuller Company 2020 Master Incentive Plan to Increase Shares and
		Adopt Certain Other Amendments	63
2024 Review of Director Compensation	21
Cash Fees	21	Questions and Answers About the Meeting	75
Equity Awards	21
Directors’ Deferred Compensation Plan	22	“Householding” of Proxy Materials	80
2020 Incentive Plan	22
Physical Examinations	22	Annex A – Reconciliation of Non-GAAP Financial Information	A-1
Matching Gifts to Educational, Arts and Cultural Organizations	22
Director Compensation Table—Fiscal Year 2024	23	Annex B – Third Amended and Restated H.B. Fuller Company 2020 Master
Stock Ownership Guidelines	23	Incentive Plan	B-1

Security Ownership of Certain Beneficial Owners and Management	24

2020 Incentive Plan	the H.B. Fuller Company 2020 Master Incentive Plan, which was amended and restated on April 8, 2021 and on April 6, 2023 and which is our currently effective stock plan
401(k) Plan	the H.B. Fuller Company 401(k) and Retirement Plan
Adjusted EBITDA	Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization as defined on page 38
Adjusted EPS	Adjusted earnings per share
Adjusted Net Revenue	Defined on page 38
Board	Board of Directors of H.B. Fuller Company
CAO	Chief Administrative Officer
CAP	Compensation Actually Paid
CEO	Chief Executive Officer
CFO	Chief Financial Officer
Company, H.B. Fuller, we, our	H.B. Fuller Company
COO	Chief Operating Officer
DC Restoration Plan	the H.B. Fuller Defined Contribution Restoration Plan
DDCP	the H.B. Fuller Directors’ Deferred Compensation Plan
EPS	Earnings per share
ESG	Environmental, Social and Governance
Exchange Act	Securities Exchange Act of 1934, as amended
EY	Ernst & Young LLP
GAAP	Generally Accepted Accounting Principles in the United States
KEDCP	Key Employee Deferred Compensation Plan
LTIP	Long-term incentive plan
NEOs	Named executive officers of H.B. Fuller Company
Non-GAAP	Financial measures reconciled to, but not in accordance with, Generally Accepted Accounting Principles
NQSO	Non-qualified stock option
NYSE	New York Stock Exchange
PSU	Performance-based stock unit
ROIC	Return on invested capital as defined on page 39
RSU	Restricted stock unit
SEC	the Securities and Exchange Commission
Third Amended and Restated 2020 Incentive Plan	the third amendment and restatement of the H.B. Fuller Company 2020 Master Incentive Plan, which is subject to shareholder approval at the 2025 Annual Meeting
TSR	Total shareholder return

	Sincerely,

	Celeste B. Mastin
	President and Chief Executive Officer

	By Order of the Board of Directors


	Gregory O. Ogunsanya
	Senior Vice President, General Counsel and Corporate Secretary

Proposal	Board Recommendation	Page
PROPOSAL 1 – Election of Directors	FOR	10

In selecting director nominees, our Board carefully considers the qualifications of each candidate and the overall composition of the Board. The following table provides summary information about each of the director nominees:


MICHAEL J. HAPPE	CHARLES T. LAUBER	CELESTE B. MASTIN
(Class II)	(Class II)	(Class II)
Director Since: 2021	Director Since: 2023	Director Since: 2022
Roles on the Board: Compensation Committee and Corporate Governance and Nominating Committee	Roles on the Board: Audit Committee and Compensation Committee

Independent?	Independent?	Independent?
Yes	Yes	No
Other Public Company Boards:	Other Public Company Boards:	Other Public Company Boards:
Winnebago Industries, Inc.	No	Granite Construction, Inc.

If elected, Mr. Happe, Mr. Lauber and Ms. Mastin would serve as Class II directors for a three-year term until the 2028 Annual Meeting and until their successors are duly elected and qualified or until their earlier resignation or removal.

●	Net revenue of $3.57 billion;

●	Net income of $130 million, including an unfavorable $38 million non-cash, after-tax impact related to the divestiture of our flooring business;

●	EPS of $2.30, with Adjusted EPS of $3.84;

●	Adjusted EBITDA of $594 million;

●	Operating cash flow of $302 million; and

●	For the 55th consecutive year, we implemented an increase in the amount of quarterly cash dividends paid to shareholders, with an 8.5% increase this year.

●	25% of NEO equity awards are PSUs that cliff vest at the end of a three-year performance period;

●	A policy regarding “clawbacks” of executive and key manager incentive compensation if there is a restatement of the Company’s financial statements or if there is misconduct by an executive or key manager;

●	A prohibition on hedging, pledging and certain other transactions in the Company's securities by directors and executive officers;

●	Policies for responsible share usage and governance of our equity compensation plans, including a prohibition on re-pricing of stock options;

●	A double-trigger is required for accelerated equity vesting upon a change-in-control for equity grants to NEOs;

●	Removal of tax gross-up provisions from change-in-control agreements entered into beginning in mid-fiscal year 2018; and

●	Stock ownership goals of five times base salary for our CEO, three times base salary for our CFO, and two times base salary for our other executive officers.


87.5% Independent	50% Women	12.5% Diverse (Ethnic or Racial)
12.5% Other	50% Men	87.5% Other

Audit Committee	Compensation Committee	Corporate Governance and Nominating Committee
Thomas W. Handley (Chair)	Ruth S. Kimmelshue (Chair)	Teresa J. Rasmussen (Chair)
Daniel L. Florness	Michael J. Happe	Daniel L. Florness
Ruth S. Kimmelshue	Charles T. Lauber	Thomas W. Handley
Charles T. Lauber	Teresa J. Rasmussen¹	Michael J. Happe
Srilata A. Zaheer	Srilata A. Zaheer

Annual Cash Retainers
Board Member	$	100,000
Non-Executive Chair	$	100,000
Audit Committee Chair	$	20,000
Compensation Committee Chair	$	17,500
Corporate Governance and Nominating Committee Chair	$	15,000

Equity Awards
Discretionary Annual Award of Deferred Phantom Stock Units	Valued at $150,000
One-time Initial Award of Restricted Stock Units	1,300 units

	BOARD DIVERSITY
	BOARD DIVERSITY

	AVERAGE BOARD TENURE:
	5.75 YEARS

	Fees Earned
	or Paid in	Stock	All Other
	Cash	Awards	Compensation	Total
Name	($)¹	($)²	($)³	($)
Daniel L. Florness	100,000	158,000	0	258,000
Thomas W. Handley	120,000	162,000	0	282,000
Michael J. Happe	100,000	150,000	0	250,000
Ruth S. Kimmelshue	117,500	161,750	0	279,250
Charles T. Lauber	100,000	159,167	1,153	260,320
Lee R. Mitau⁴	215,000	171,500	0	386,500
Teresa J. Rasmussen	100,000	160,000	0	260,000
Srilata Zaheer	100,000	150,000	1,162	251,162

	Deferred
	Phantom
	Stock Units and
	Restricted Stock Units
Name	(#)
Daniel L. Florness	24,611
Thomas W. Handley	70,479
Michael J. Happe	9,266
Ruth S. Kimmelshue	27,291
Charles T. Lauber	5,246
Lee R. Mitau	209,097
Teresa J. Rasmussen	12,895
Srilata A. Zaheer	6,294

	Amount and
	Nature of		Percent of
	Beneficial		Common Stock
Name of Beneficial Owner	Ownership		Outstanding

BlackRock, Inc.		8,429,217¹		15.38%
The Vanguard Group, Inc.		6,532,504²		11.92%
State Street Corporation		3,002,772³		5.48%

Daniel L. Florness		25,951⁴		*
Thomas W. Handley		23,534⁴		*
Michael J. Happe		10,604⁴		*
Ruth S. Kimmelshue		9,003⁴		*
Charles T. Lauber		3,227⁴		*
Teresa J. Rasmussen		3,632⁴		*
Srilata A. Zaheer		6,291⁴		*
Celeste B. Mastin		110,685⁵		*
John J. Corkrean		287,188⁶		*
Zhiwei Cai		190,626⁷		*
Traci L. Jensen		177,223⁸		*
M. Shahbaz Malik		52,751⁹		*
All directors and executive officers as a group (18 people)		1,110,520¹⁰		1.99%

Daniel L. Florness	24,600	Charles T. Lauber	3,227
Thomas W. Handley	22,187	Teresa J. Rasmussen	1,289
Michael J. Happe	9,261	Srilata A. Zaheer	6,291
Ruth S. Kimmelshue	7,652

Daniel L. Florness	11	Charles T. Lauber	2,019
Thomas W. Handley	48,292	Teresa J. Rasmussen	11,606
Michael J. Happe	5	Srilata A. Zaheer	3
Ruth S. Kimmelshue	19,639

	2024		2023
Audit Fees	$	4,493,594	$	3,913,165
Audit-Related Fees		-		-
Tax Fees		1,458,006		1,360,954

	Albemarle Corporation	Graco Inc.
	Aptar Group Inc.	Hexcel Corporation
	Ashland Global Holdings Inc.	International Flavors & Fragrances Inc.
	Avery Dennison Corporation	Nordson Corporation
	Avient Corporation	Olin Corporation
	Axalta Coating Systems Ltd.	RPM International Inc.
	Cabot Corporation	Sensient Technologies Corporation
	Celanese Corporation	The Chemours Company
	Donaldson Company, Inc.	Trinseo Plc
	FMC Corporation

Services		Fees
Executive and Board Compensation Support		$194,629
North America Benefits Consulting, Administration and Actuarial Valuations		$568,610
EIMEA Retirement Plan Investment Advisory Services, Administration and Surveys		$243,538

Element and Purpose		Features and Market Positioning
Base salary

Attract and retain high caliber executive talent with competitive fixed compensation.		Each NEO’s job is positioned in a salary grade based upon market data and an analysis of the related job responsibilities. Salary ranges are established to generally reflect competitiveness at the market median/50th percentile. Within these salary ranges, base salaries are set considering the experience and skills each NEO brings to the position. Salary increases are determined considering individual performance and market conditions.

Short-term incentive (cash)

Aligns executive performance with achievement of annual company-wide financial goals and objectives, as well as operating segment goals and objectives. Payouts are dependent on achievement of predetermined annual financial performance goals.		Short-term incentive awards are set for each executive officer so that the expected payout at target performance levels would result in competitive market levels of such compensation. Payments under the STIP can range from no payment to a payment no higher than 200% of the target, based upon actual results. The annual STIP is designed to achieve several goals, including emphasizing the Company’s commitment to competitive compensation practices, driving a high-performance culture, and ensuring accountability. The STIP places emphasis on achievement of financial metrics and focuses attention on business results. It also reinforces the importance of measurable and aligned goals and objectives.
Long-term incentive (equity awards)

NQSOs, PSUs, and RSUs attract, retain, and reward high caliber executive talent; reward performance and promote ownership of common stock, and encourage long-term strategic decision making that is aligned with shareholder interests.		Our LTIP ties a significant portion of our executive officers’ total direct compensation to shareholder value creation, as measured by share price performance. The combination of NQSOs, PSUs, and RSUs provides performance-based rewards, strong alignment with our shareholders, and retention value. Appreciation of common stock increases value of equity awards. PSUs can pay out between 0% and 200% of target.

Other Benefits (includes supplemental retirement and deferred compensation plans, severance, change-in-control, and other perquisites)

Attract and retain high caliber executive talent. These benefits are not performance-based.		We provide NEOs market competitive perquisite and other benefit programs. Some of these benefits assist our executive officers so that they may efficiently use their time on our business. Our U.S.-based NEOs participate in the same health and welfare programs as all other U.S.-based Company employees.

Metric	Weighting (%)	Threshold (25/50% Payout) ($)¹	Target (100% Payout) ($)¹	Superior (200% payout) ($)¹	Actual Result ($)	% of Target	Payout Percentage
Adjusted EPS³	25	3.49	4.36	5.23	3.79	87.0	67.5
Adjusted Net Revenue⁴	25	3,299,505	3,666,117	4,032,729	3,534,605	96.4	82.1
Adjusted EBITDA⁵	25	500,002	625,003	750,004	581,160	93.0	82.5
Adjusted EBITDA Margin⁶	25	15.3%	17.0%	18.8%	16.4%	96.4	82.2

Named Executive Officer	Target Cash Incentive ($)	Target (%)	Actual Payout ($)²	Payout as a percent of Target (%)
Celeste B. Mastin	1,239,413	125	973,868	78.6

John J. Corkrean	491,961	80	386,558	78.6

Traci L. Jensen	358,721	70	281,865	78.6

		FY 2024 Target to FY
		2023 Actual Increase/Decrease

Adjusted EPS		12.76%
Company Adjusted Net Revenue		9.41%
Company Adjusted EBITDA		12.49%
Company Adjusted EBITDA Margin		2.52%
Engineering Adhesives Segment Adjusted Net Revenue		8.65%
Engineering Adhesives Segment Adjusted EBITDA		11.75%
Engineering Adhesives Segment Adjusted EBITDA Margin		3.03%
Construction Adhesives Adjusted Net Revenue		17.45%
Construction Adhesives Adjusted EBITDA		18.28%
Construction Adhesives Adjusted EBITDA Margin		0.55%

		Approximate
		Value of
		Long-Term
		Incentive
		for FY 2024
Named Executive Officer		($)
Celeste B. Mastin		5,500,000
John J. Corkrean		1,320,000
Zhiwei Cai		650,000
Traci L. Jensen		650,000
M. Shahbaz Malik		570,000

	2022 PSU Grant
	(2022-2024 Performance Period)
Superior		13.2%
Target		9.2%
Threshold		7.2%
Actual		9.6%
Payout Percent		110.0%

Perquisites and Benefits			Description

DC Restoration Plan	●	Non-qualified retirement plan, consisting of the following four components:
		►	1% non-elective (retirement) contribution restoration for compensation in excess of IRS limits for eligible U.S. employees,
		►	An opportunity for a discretionary contribution of 0% to 3% of eligible pay in excess of IRS limits, based on EPS performance¹,
		►	4% 401(k) match restoration for compensation match in excess of IRS limits, and
		►	Additional credit equal to 7% of eligible earnings.

KEDCP	●	Allows deferral of a portion of annual base salary and/or any annual incentive payment. If an executive defers a portion of his or her salary or incentive payment into the Company stock account, the Company credits units of deferred phantom stock units and matches 10% of the amount credited with phantom stock units. Mr. Corkrean and Mr. Cai participated in this plan during fiscal year 2024.

Financial Counseling	●	Up to $7,500 annually in financial planning and tax preparation.

Executive Health Exams	●	Annual preventive/diagnostic physical examination and local travel-related expenses.

Excess Liability Insurance	●	Group personal excess liability insurance policy provides individual coverage up to $5,000,000 and $1,000,000 in uninsured/underinsured motorist liability coverage. The Company pays the policy premium and the premium is included in the NEO’s income and is grossed up to pay the tax withholding (except where such payments are not taxable).

Relocation Expense	●	Assistance with relocation, sale and purchase of home, temporary living assistance, and movement of property, including a tax gross-up for certain assistance that is taxable.

Long-Term Disability Insurance	●	Executives may elect to purchase long-term disability insurance coverage of 50% of their salary up to $20,000 per month. The premiums are paid on an after-tax basis by the employee and then reimbursed by the Company.

Ruth S. Kimmelshue, Chair	Lee R. Mitau
Michael J. Happe	Srilata A. Zaheer
Charles T. Lauber

Name and Principal Position	Year	Salary ($)¹	Bonus ($)²	Stock Awards ($)³	Option Awards ($)⁴	Non-Equity Incentive Plan Compensation ($)^1,5	Change in Pension Value and Non- qualified Deferred Compensation Earnings ($)⁶	All Other Compensation ($)⁷	Total ($)

CELESTE B. MASTIN⁸	2024	991,731	-	2,682,350	2,896,887	973,868	3,413	292,467	7,840,716
President and	2023	950,000	-	1,624,832	1,615,756	570,018	-	290,296	5,050,902
Chief Executive Officer	2022	438,750	1,700,000	502,842	525,814	364,920	-	444,347	3,976,673


JOHN J. CORKREAN	2024	615,023	-	675,620	695,233	386,558	21,355	120,274	2,514,063
Executive Vice President &	2023	596,769	-	523,710	498,896	239,810	17,781	140,571	2,017,538
Chief Financial Officer	2022	587,615	-	490,494	460,969	488,044	4,447	195,156	2,226,725


ZHIWEI CAI	2024	628,956	-	317,070	342,341	315,435	18,866	97,616	1,720,284
Executive Vice President,	2023	610,685	-	755,063	294,794	195,819	16,153	113,332	1,985,846
Engineering Adhesives	2022	595,437	-	329,309	322,680	368,609	4,247	131,482	1,751,764


TRACI L. JENSEN⁹	2024	512,519	-	348,730	376,577	281,865	34,518	109,617	1,663,826
Executive Vice President &	2023	500,000	-	296,471	294,794	175,217	31,807	109,619	1,407,909
Chief Administrative Officer


M. SHAHBAZ MALIK¹⁰	2024	494,371	-	278,004	300,218	439,897	7,675	96,899	1,617,064
Senior Vice President,
Business Adhesive Solutions

All Other Compensation -- Fiscal Year 2024

	Defined		Defined
	Contribution Plan		Contribution
	Company Match		Restoration		Dividends on
	&		Plan		Unvested		Perquisites and
	Contributions		Contributions		RSUs and PSUs		Other Payments		Total
Name	($)^a		($)^a		($)^b		($)^c		($)
Celeste B. Mastin		17,188		170,222		52,602		52,455		292,467
John J. Corkrean		17,188		72,628		16,538		13,920		120,274
Zhiwei Cai		17,188		57,713		15,409		7,306		97,616
Traci L. Jensen		17,188		65,341		8,589		18,499		109,617
M. Shahbaz Malik		17,188		49,570		7,431		22,710		96,899

		Estimated Future Payouts Under Non-Equity Incentive Plan Awards¹						Estimated Future Payouts Under Equity Incentive Plan Awards²						All Other Stock Awards: Number of Shares of Stock			Option Awards: Number of Securities Underlying		Exercise or Base Price of Option		Grant Date Fair Value of Stock and Options
Name and Award Type	Grant Date	Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)			Options (#)³		Awards ($/Sh)		Awards ($)⁴
CELESTE B. MASTIN
STIP Award			77,463		1,239,413		2,478,825
LTIP Award - PSUs	1/26/2024								8,628		17,256		34,512									1,341,136
LTIP Award - RSUs	1/26/2024														17,257	⁵						1,341,214
LTIP Award - NQSOs	1/26/2024																	103,238		77.72		2,896,887

JOHN J. CORKREAN
STIP Award			30,748		491,961		983,922
LTIP Award - PSUs	1/26/2024								2,071		4,141		8,282									321,839
LTIP Award - RSUs	1/26/2024														4,142	⁵						321,916
LTIP Award - NQSOs	1/26/2024																	24,774		77.72		695,233
KEDCP															4,943	⁶						351,570

ZHIWEI CAI
STIP Award			25,864		413,821		827,642
LTIP Award - PSUs	1/26/2024								1,020		2,039		4,078									158,471
LTIP Award - RSUs	1/26/2024														2,040	⁵						158,549
LTIP Award - NQSOS	1/26/2024																	12,199		77.72		342,341
KEDCP															7	⁶						549

TRACI L. JENSEN
STIP Award			22,420		358,721		717,443
LTIP Award - PSUs	1/26/2024								1,122		2,243		4,486									174,326
LTIP Award - RSUs	1/26/2024														2,244	⁵						174,404
LTIP Award - NQSOs	1/26/2024																	13,419		77.72		376,577

M. SHAHBAZ MALIK
STIP Award			18,536		296,576		593,153
LTIP Award - PSUs	1/26/2024								894		1,788		3,576									138,963
LTIP Award - RSUs	1/26/2024														1,789	⁵						139,041
LTIP Award - NQSOs	1/26/2024																	10,698		77.72		300,218

		Option Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable¹	Number of Securities Underlying Unexercised Options (#) Unexercisable¹	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)²	Market Value of Shares or Units of Stock That Have Not Vested ($)³	Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)⁴	Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)³

CELESTE B. MASTIN	4/7/2022	16,940	8,727		67.55	4/7/2032
	1/24/2023	23,846	48,415		68.17	1/24/2033
	1/26/2024	—	103,228		77.72	1/26/2034
	4/7/2022						1,307	100,495
	4/7/2022								4,226	295,411
	1/24/2023						8,173	628,422
	1/24/2023								24,390	937,674
	1/26/2024						17,452	1,341,884
	1/26/2024								34,902	1,341,807


JOHN J. CORKREAN	5/17/2016	16,672	—		43.48	5/17/2026
	1/26/2017	23,696	—		50.10	1/26/2027
	1/25/2018	21,834	—		53.57	1/25/2028
	1/24/2019	41,208	—		45.05	1/24/2029
	1/24/2020	48,309	—		48.35	1/24/2030
	1/27/2021	38,376	—		51.89	1/27/2031
	1/24/2022	14,518	7,479		72.94	1/24/2032
	1/24/2023	7,362	14,950		68.17	1/24/2033
	1/26/2024	—	24,774		77.72	1/26/2034
	1/24/2022						1,124	86,424
	1/24/2022								3,630	279,111
	1/24/2023						2,524	194,070
	1/24/2023								7,530	578,982
	1/26/2024						4,189	322,092
	1/26/2024								8,376	644,031


ZHIWEI CAI	1/26/2017	13,033	—		50.10	1/26/2027
	1/25/2018	16,375	—		53.57	1/25/2028
	1/24/2019	27,472	—		45.05	1/24/2029
	1/24/2020	28,985	—		48.35	1/24/2030
	1/27/2021	25,571	—		51.89	1/27/2031
	1/24/2022	10,162	5,236		72.94	1/24/2032
	1/24/2023	4,350	8,834		68.17	1/24/2033
	1/26/2024	—	12,199		77.72	1/26/2034
	1/27/2021						6,847	526,466
	1/24/2022						786	60,436
	1/24/2022								2,541	195,377
	1/24/2023						1,493	114,797
	1/24/2023								4,450	342,161
	1/26/2024						2,063	158,624
	1/26/2024								4,124	317,094


TRACI L. JENSEN	1/19/2016	29,832	—		33.38	1/19/2026
	1/26/2017	23,696	—		50.10	1/26/2027
	1/25/2018	21,834	—		53.57	1/25/2028
	1/24/2019	27,472	—		45.05	1/24/2029
	1/24/2020	14,492	—		48.35	1/24/2030
	1/27/2021	11,992	—		51.89	1/27/2031
	1/24/2022	5,444	2,805		72.94	1/24/2032
	1/24/2023	4,350	8,834		68.17	1/24/2033
	1/26/2024	—	13,419		77.72	1/26/2034
	1/24/2022						422	32,448
	1/24/2022								1,361	104,624
	1/24/2023						1,493	114,797
	1/24/2023								4,450	342,161
	1/26/2024						2,269	174,463
	1/26/2024								4,536	348,773


M. SHAHBAZ MALIK	1/24/2020	4,115	—		48.35	1/24/2030
	1/27/2021	16,605	—		51.89	1/27/2031
	1/24/2022	6,895	3,553		72.94	1/24/2032
	1/24/2023	3,346	6,795		68.17	1/24/2033
	1/26/2024	—	10,698		77.72	1/26/2034
	1/24/2022						534	41,059
	1/24/2022								1,724	132,535
	1/24/2023						1,148	88,270
	1/24/2023								3,422	263,118
	1/26/2024						1,809	139,094
	1/26/2024								3,616	278,034