RPM RPM International Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

LETTER TO STOCKHOLDERS

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

NOTICE OF ANNUAL

MEETING OF STOCKHOLDERS

2024 PROXY STATEMENT

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

2628 PEARL ROAD

MEDINA, OHIO 44256

PROXY STATEMENT

Mailed on or about August 22, 2024

Annual Meeting of Stockholders to be held on October 3, 2024

This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors of RPM International Inc. (the “Company” or “RPM”) to be used at the Annual Meeting of Stockholders of the Company to be held on October 3, 2024, and any adjournment or postponement thereof. The time, place and purposes of the Annual Meeting are stated in the Notice of Annual Meeting of Stockholders which accompanies this Proxy Statement.

The accompanying Proxy is solicited by the Board of Directors of the Company. All validly executed Proxies received by the Board of Directors of the Company pursuant to this solicitation will be voted at the Annual Meeting, and the directions contained in such Proxies will be followed in each instance. If no directions are given, the Proxy will be voted (i) FOR the amendment of the Amended and Restated Certificate of Incorporation, (ii) FOR the election of the three nominees listed on the Proxy, (iii) FOR Proposal Three relating to the advisory vote on executive compensation, (iv) FOR the approval and adoption of the Company’s 2024 Omnibus Equity and Incentive Plan (the “2024 Omnibus Plan”) and (v) FOR ratifying the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2025.

Any person giving a Proxy pursuant to this solicitation may revoke it. A stockholder, without affecting any vote previously taken, may revoke a Proxy by giving notice to the Company in writing, in open meeting or by a duly executed Proxy bearing a later date.

The expense of soliciting Proxies, including the cost of preparing, assembling and mailing the Notice, Proxy Statement and Proxy, will be borne by the Company. The Company may pay persons holding shares for others their expenses for sending proxy materials to their principals. In addition to solicitation of Proxies by mail, the Company’s Directors, officers and employees, without additional compensation, may solicit Proxies by telephone, electronic means and personal interview. Also, the Company has engaged a professional proxy solicitation firm, Innisfree M&A Incorporated (“Innisfree”), to assist it in soliciting proxies. The Company will pay a fee of approximately $20,000, plus expenses, to Innisfree for these services.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on October 3, 2024: Proxy materials for the Company’s Annual Meeting, including the 2024 Annual Report on Form 10-K and this Proxy Statement, are now available over the Internet by accessing the Investors section of our website at www.rpminc.com. You also can obtain a printed copy of this Proxy Statement, free of charge, by writing to: RPM International Inc., c/o Secretary, 2628 Pearl Road, Medina, Ohio 44256.

PROXY SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement and in the Company’s Annual Report on Form 10-K. For more complete information about these topics, please review the Company’s complete Proxy Statement and Annual Report on Form 10-K.

Voting Recommendations

RPM International Inc.

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The Company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, Day-Glo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The Company employs approximately 17,200 individuals worldwide.

The Company’s consolidated net sales, net income, diluted earnings per share and cash provided by operating activities for the fiscal year ended May 31, 2024, each a record for the Company, were as follows:

Increased Cash Dividend Every Year for 50 Consecutive Years

On October 5, 2023, the Board of Directors increased the quarterly dividend on shares of the Company’s Common Stock to $0.46 per share, an increase of 10.0% from the prior year and the highest ever paid by the Company. With a 50-year track record of a continuously increasing cash dividend, the Company is in an elite category of less than one-half of one percent of all publicly traded U.S. companies to have increased the dividend for this period of time or longer, according to Dividend Radar. Only 41 other publicly traded U.S. companies, besides the Company, have consecutively paid an increasing annual dividend for a longer period of time. During this timeframe, the Company has returned approximately $3.5 billion in cash dividends to its stockholders.

MAP 2025 Continues to Build on Success of MAP to Growth

In August 2022, the Company approved and announced its Margin Achievement Plan (“MAP”) 2025, which is a multi-year restructuring plan to build on the achievements of the Company’s successful Margin Acceleration Plan to Growth and designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix and sales force effectiveness and improving operating efficiency. Initial phases of MAP 2025 have focused on commercial initiatives, operational efficiencies, and procurement. The Company’s goal is to achieve $465 million in incremental earnings before interest and taxes (“EBIT”) on a run-rate basis by the end of fiscal 2025. During fiscal 2023, the Company generated over $120 million of benefits from MAP 2025-related initiatives. For fiscal 2024, the Company generated over $160 million of run-rate benefits from MAP 2025-related initiatives, in-line with our fiscal 2024 run-rate target.

Stock Repurchase Program

During the fiscal year ended May 31, 2024, the Company repurchased 526,113 shares of Common Stock under this program at a cost of approximately $55.0 million, or an average cost of $104.50 per share. During the fiscal year ended May 31, 2023, the Company repurchased 598,653 shares of Common Stock under this program at a cost of approximately $50.0 million, or an average cost of $83.52 per share. During the fiscal year ended May 31, 2022, the Company repurchased 601,155 shares of Common Stock under this program at a cost of approximately $52.5 million, or an average cost of $87.33 per share. The maximum dollar amount that may yet be repurchased under the repurchase program was approximately $262.3 million at May 31, 2024.

Additional information regarding the Company’s stock repurchase program can be found in Note I of the Notes to Consolidated Financial Statements of the Company’s Annual Report on Form 10-K.

Adoption of Proxy Access By-Law

In fiscal 2024, the Board of Directors approved and adopted an amendment to the Company’s Amended and Restated By-Laws (the “By-Laws”) to add a proxy access by-law. The proxy access by-law permits a stockholder or a group of up to 20 stockholders that has owned three percent or more of the Company’s outstanding Common Stock continuously for at least three years to

nominate, and include in the Company’s proxy materials for its Annual Meeting, candidates for Director constituting up to the greater of (i) two Directors or (ii) 20% of the number of the Company’s Directors then-serving on the Board of Directors, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the proxy access by-law.

Sustainability Goals

The Company’s sustainability goals for 2025 (using 2021 data as the baseline) include:

The Company is currently undertaking a proactive, innovative project targeting more than 20 chemical compounds for elimination or substantial minimization globally from product formulations through, among other strategies, replacement with more sustainable alternative substances. This highly collaborative effort among sustainability, regulatory, technical and legal team leaders will make our products even safer and more sustainable for our employees, our customers and the environment. Ultimately, our continued development and expansion of more eco-friendly technology will also give us a competitive commercial advantage. This project signifies the Company’s enduring commitment to conducting business by doing the right things, the right way, for the right reasons.

In addition to other information that can be found on its Building a Better World website, the Company includes EEO-1 data for 2023, 2022 and 2021.

Building a Better World Oversight Committee

The Company’s Building a Better World Oversight Committee supports the Company’s on-going commitment, consistent with the Company’s code of conduct set forth in The Values & Expectations of 168, to responsibly serve the Company’s stakeholders on matters relating to ESG topics such as the environment, health and safety, corporate social responsibility, diversity and inclusion, corporate governance, sustainability, climate change and other public policy trends, issues and concerns. A cross-functional committee chaired by the Company’s Vice President – Investor Relations and Sustainability, the Building a Better World Oversight Committee’s duties and responsibilities include:

Corporate Governance

The Company is committed to meeting high standards of ethical behavior, corporate governance and business conduct. This commitment has led the Company to implement the following practices:

See also “Information Regarding Meetings and Committees of the Board of Directors” at page 24 for further information on the Company’s governance practices. Additional information about our majority voting policy appears under the caption “Voting Rights” on page 11.

Experience, Qualifications, Attributes, Skills and Diversity of Directors

The Board of Directors believes that all the Company’s Directors have specific employment and leadership experiences and skills that qualify them for service on the Board of Directors. Such qualities are included in their individual biographies and also summarized in the following table:

The Company has retained the services of a firm to assist the Governance and Nominating Committee in identifying potential Director candidates to add to the Board of Directors. In selecting potential Director candidates for nomination, the Governance and Nominating Committee desires to ensure that the proper balance of skills, knowledge, diversity, backgrounds and experience is represented on the Board of Directors. In addition, Director candidates should possess the personal qualities of integrity, commitment, entrepreneurship and courage. Under the “Rooney Rule,” which was adopted by the Governance and Nominating Committee in fiscal 2020, the Governance and Nominating Committee will include qualified candidates in its search who reflect diverse backgrounds, including diversity of gender and ethnicity. The goal of the Governance and Nominating Committee is to recommend one or more candidates to be appointed to the Board of Directors within the current fiscal year.

Enterprise-Wide Risk Oversight

The Board of Directors, assisted by its committees, oversees management’s enterprise-wide risk management activities. Risk management activities include assessing and taking actions necessary to manage risk incurred in connection with the long-term strategic direction and operation of the Company’s business. See “Information Regarding Meetings and Committees of the Board of Directors – Role in Risk Oversight” for further information.

Executive Compensation

The Company’s executive compensation program utilizes a mix of base salary, annual cash incentives, equity awards and standard benefits to attract and retain highly qualified executives and maintain a strong relationship between executive pay and Company performance. Seventy-five percent (75%) of the votes cast on the Say-on-Pay proposal last year were voted in support of the compensation of our named executive officers, which was an increase over the prior year’s sixty-seven percent (67%) approval level. In connection with last year’s Say-on-Pay vote, the Company reached out to 16 of our largest stockholders representing approximately 47.5% of our shares of Common Stock outstanding (the “Stockholder Outreach Group”) in order to discuss, including with the Chair of the Compensation Committee, their views and understanding of the Company’s compensation practices. None of the members of the Stockholder Outreach Group requested a meeting or expressed any specific concerns about the Company’s executive compensation practices. A detailed discussion of this outreach is included in “Consideration of Last Year’s Say-on-Pay Vote” on page 36.

Overall Compensation Program Principles

Pay for performance – The Company’s general compensation philosophy is performance-based in that the Company’s executive officers should be well compensated for achieving strong operating and financial results. The Company engages in a rigorous process intended to provide its executive officers a fair level of compensation that reflects the Company’s positive operating financial results, the relative skills and experience of the individuals involved, Compensation Peer Group compensation levels and other similar benchmarks.

Compensation weighted toward at-risk pay – The mix of compensation of the Company’s named executive officers is weighted toward at-risk pay (consisting of cash and equity compensation). Maintaining this pay mix results in a pay-for-performance

orientation, which aligns to the Company’s compensation philosophy of paying total direct compensation that is competitive with peer group levels based on relative company performance. For fiscal 2024, 59% of the earned amounts of the principal compensation components for our named executive officers in the aggregate was variable and tied to our performance.

Compensation Benchmark Study – In 2024, the Compensation Committee retained the professional consulting firm of Willis Towers Watson to conduct an executive compensation benchmark study. Based on its analysis and findings, Willis Towers Watson concluded that our Chief Executive Officer’s target total direct compensation was slightly lower than the 50^th percentile with a large portion of compensation linked to performance-based equity. Overall, our named executive officers’ salaries and total target cash compensation are generally below the market median, and their long-term incentives and total direct compensation are generally at or above the market median.

 

Summary of Compensation Paid to Frank C. Sullivan, the Company’s Chief Executive Officer, in Fiscal 2024

Stockholder Actions

Proposal One – Amendment of Amended and Restated Certificate of Incorporation (see page 12)

The Board of Directors has proposed an amendment to the Company’s Amended and Restated Certificate of Incorporation to require the annual election of Directors. The Board recommends that stockholders vote FOR the amendment of the Company’s Amended and Restated Certificate of Incorporation.

Proposal Two – Election of Directors (see pages 13 – 16)

The Board of Directors has nominated three candidates for election to serve in Class II of the Board. The Board recommends that stockholders vote FOR the election of each nominee.

Proposal Three – Advisory Vote to Approve the Company’s Executive Compensation (see pages 32 – 33)

The Board of Directors is seeking an advisory vote to approve the Company’s executive compensation. Before considering this proposal, please read the Compensation Discussion and Analysis in this Proxy Statement, which explains the Compensation Committee’s compensation decisions and how the Company’s executive compensation program aligns the interests of the executive officers with those of the Company’s stockholders. Although the vote is advisory and is not binding on the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. The Board recommends that stockholders vote FOR the approval of the Company’s executive compensation.

Proposal Four – Approval and Adoption of 2024 Omnibus Plan (see pages 74 – 83)

The Company is seeking to approve and adopt the 2024 Omnibus Plan. The Board recommends that stockholders vote FOR the approval and adoption of the 2024 Omnibus Plan.

Proposal Five – Ratification of Appointment of Independent Registered Public Accounting Firm (see page 84)

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025. The Board of Directors is seeking stockholder ratification of this appointment. The Board recommends that stockholders vote FOR ratification of the selection of Deloitte & Touche LLP.

Voting Rights

The record date for determination of stockholders entitled to vote at the Annual Meeting was the close of business on August 9, 2024 (the “Record Date”). On that date, the Company had      shares of Common Stock, par value $0.01 per share (the “Common Stock”), outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote.

At the Annual Meeting, in accordance with the General Corporation Law of the State of Delaware and the By-Laws, the inspectors of election appointed by the Board of Directors for the Annual Meeting will determine the presence of a quorum and will tabulate the results of stockholder voting. As provided by the General Corporation Law of the State of Delaware and the By-Laws, holders of shares entitling them to exercise a majority of the voting power of the Company, present in person or by proxy at the Annual Meeting, will constitute a quorum for such meeting. Under applicable Delaware law, if a broker returns a Proxy and has not voted on a certain proposal (generally referred to as a “broker non-vote”), such broker non-votes will count for purposes of determining a quorum. The shares represented at the Annual Meeting by Proxies which are marked “withheld” with respect to the election of Directors will be counted as shares present for the purpose of determining whether a quorum is present.

Under the rules of the New York Stock Exchange, if you are the beneficial owner of shares held in street name and do not provide the bank, broker or other intermediary that holds your shares with specific voting instructions, that bank, broker or other intermediary may generally vote on routine matters but cannot vote on non-routine matters. Proposals One, Two, Three and Four are considered non-routine matters. Unless you instruct the bank, broker or other intermediary that holds your shares to vote on Proposals One, Two, Three and Four, no votes will be cast on your behalf with respect to those proposals. Therefore, it is important that you instruct the bank, broker or other intermediary to cast your vote if you want it to count on Proposals One, Two, Three and Four. Proposal Five is considered a routine matter and, therefore, broker non-votes are not expected to exist on Proposal Five.

For approval, Proposal One must receive the affirmative vote of at least 80% of the outstanding shares of Common Stock. In voting for Proposal One, votes may be cast in favor, against or abstained. Abstentions and broker non-votes will have the effect of a vote against Proposal One.

For Proposal Two, nominees for election as Directors who receive the greatest number of votes will be elected Directors. The General Corporation Law of the State of Delaware provides that stockholders cannot elect Directors by cumulative voting unless a company’s certificate of incorporation so provides. The Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) does not provide for cumulative voting.

Our Corporate Governance Guidelines include a majority voting policy, which sets forth our procedures if a Director-nominee is elected but receives a majority of “withheld” votes. In an uncontested election, the Board of Directors expects any nominee for Director who receives a greater number of votes “withheld” from his or her election than votes “for” such election to tender his or her resignation following certification of the stockholder vote. The Board of Directors shall fill Board vacancies and shall nominate for election or re-election as Director only candidates who agree to tender their resignations in such circumstances. The Governance and Nominating Committee will act on an expedited basis to determine whether to accept a Director’s resignation tendered in accordance with the policy and will make recommendations to the Board of Directors for its prompt consideration with respect to any such letter of resignation. For the full details of our majority voting policy, which is part of our Corporate Governance Guidelines, please see our Corporate Governance Guidelines on our website at www.rpminc.com.

Proposals Three, Four and Five will be decided by the vote of the holders of a majority of the shares entitled to vote thereon present in person or by proxy at the Annual Meeting. In voting for Proposals Three, Four and Five, votes may be cast in favor, against or abstained. Abstentions will count as present for purposes of the items on which the abstention is noted and will have the effect of a vote against the proposal. Broker non-votes, however, are not counted as present for purposes of determining whether a proposal has been approved and will have no effect on the outcome of such proposal.

Pursuant to the By-Laws, any other matters brought before the Annual Meeting will be decided, unless otherwise provided by law or by the Certificate, by the vote of the holders of a majority of the shares entitled to vote thereon present in person or by proxy at the Annual Meeting. In voting on such other matters, votes may be cast in favor, against or abstained. Abstentions will count as present for purposes of the items on which the abstention is noted and will have the effect of a vote against any such matter. Broker non-votes, however, are not counted as present for purposes of determining whether any such matter has been approved and will have no effect on the outcome of such matter.

If you have any questions or need any assistance in voting your shares of Common Stock, please contact the Company’s proxy solicitor:

Innisfree M&A Incorporated

(877) 800-5195 (Toll Free)

PROPOSAL ONE

AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

PROPOSAL TWO

ELECTION OF DIRECTORS

Nominees for Election

DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING

Information Regarding Meetings and Committees of the Board of Directors

The Board of Directors has an Executive Committee, Audit Committee, Compensation Committee, and Governance and Nominating Committee. The Executive Committee has the power and authority of the Board of Directors in the interim period between Board meetings. The functions of each of the Audit Committee, Compensation Committee, and Governance and Nominating Committee are governed by charters that have been adopted by the Board of Directors. The Board of Directors also has adopted Corporate Governance Guidelines to assist the Board of Directors in the exercise of its responsibilities, and a code of business conduct and ethics (“The Values & Expectations of 168”) that applies to the Company’s Directors, officers and employees.

The charters of the Audit Committee, Compensation Committee, and Governance and Nominating Committee, the Corporate Governance Guidelines and The Values & Expectations of 168 are available on the Company’s website at www.rpminc.com and in print to any stockholder who requests a copy. Requests for copies should be directed to the Vice President — Investor Relations and Sustainability, RPM International Inc., 2628 Pearl Road, Medina, Ohio 44256. The Company intends to disclose any amendments to The Values & Expectations of 168, and any waiver of The Values & Expectations of 168 granted to any Director or executive officer of the Company, on the Company’s website. As of the date of this Proxy Statement, there have been no such waivers.

Board Independence

The Company’s Corporate Governance Guidelines and the New York Stock Exchange (the “NYSE”) listing standards provide that at least a majority of the members of the Board of Directors must be independent, i.e., free of any material relationship with the Company, other than his or her relationship as a Director or Board Committee member. A Director is not independent if he or she fails to satisfy the standards for independence under the NYSE listing standards, the rules of the Commission, and any other applicable laws, rules and regulations. The Board of Directors adopted categorical standards (the “Categorical Standards”) to assist it in making independence determinations. The Categorical Standards specify the criteria by which the independence of the Directors will be determined and meet or exceed the independence requirements set forth in the NYSE listing standards and the rules of the Commission. The Categorical Standards are available on the Company’s website at www.rpminc.com.

During the Board of Directors’ annual review of director independence, the Board of Directors considers transactions, relationships and arrangements between each Director or an immediate family member of the Director and the Company. The Board of Directors also considers transactions, relationships and arrangements between each Director or an immediate family member of the Director and the Company’s senior management.

In July 2024, the Board of Directors performed its annual director independence review for fiscal 2025. As a result of this review, the Board of Directors determined that 10 out of 11 current Directors are independent, and that all members of the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee are independent. The Board of Directors determined that Ms. Deckard, Gen. Pawlikowski, Ms. Whited, and Messrs. Andrews, Ballbach, Carbonari, Fazzolari, Livingston, Nance and Summers meet the Categorical Standards and are independent. In addition, they each satisfy the independence requirements of the NYSE. Mr. Sullivan is not considered to be independent because of his position as Chair and Chief Executive Officer of the Company.

As part of this review, the Board of Directors also considered common private and charitable board memberships among our executive officers and Directors. The Board of Directors does not believe that any of these common board memberships impairs the independence of the Directors.

Committee Membership

Set forth below is the current membership of each of the Committees, with the number of meetings held during the fiscal year ended May 31, 2024:

Board Meetings

The Board of Directors held four meetings during the fiscal year ended May 31, 2024. No Director, during the fiscal year ended May 31, 2024, attended fewer than 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period that the Director served and (ii) the total number of meetings held by Committees of the Board of Directors on which the Director served, during the period that the Director served.

Independent Directors Meetings

Each of the Directors, other than Mr. Sullivan, is a non-management Director. Each of the non-management Directors was independent within the meaning of the NYSE listing standards and the Company’s Corporate Governance Guidelines during fiscal 2024. The Company’s independent Directors generally meet in executive sessions each year in January, April and July. Bruce A. Carbonari currently serves as Lead Director, and served as the Lead Director for the January, April and July meetings of the Company’s independent Directors in 2024. The Company’s Corporate Governance Guidelines define the Lead Director’s role and responsibilities.

Structure of the Board of Directors

The By-Laws provide that one person may hold the position of Chair of the Board of Directors and Chief Executive Officer. The Chief Executive Officer of the Company currently serves as the Chair of the Board of Directors. The Board of Directors believes that the Chief Executive Officer is best situated to serve as Chair because he is one of the Directors most familiar with the Company’s business and industry. The Board of Directors believes that combining the roles of Chief Executive Officer and Chair of the Board of Directors provides an efficient and effective leadership model for the Company by fostering clear accountability,

effective decision-making, and alignment of corporate strategy. The independent Directors bring experience, oversight, and expertise from outside the Company and its industry, while the Chief Executive Officer brings Company and industry-specific experience and expertise. One of the key responsibilities of the Board of Directors is to develop strategic direction and hold management accountable for the execution of management’s strategy once it is developed.

The Board of Directors believes the combined role of Chief Executive Officer and Chair of the Board of Directors, together with independent Directors having the duties described above, is in the best interests of stockholders because it strikes an appropriate balance for the Company. With the Chief Executive Officer also serving as Chair of the Board of Directors, there is unified leadership and a focus on strategic development and execution, while the independent Directors help ensure independent oversight of management.

The Corporate Governance Guidelines provide for a Lead Director, and define such Lead Director’s role and responsibilities. The Lead Director:

Role in Risk Oversight

Risk is inherent in any business and the Company’s management is responsible for the day-to-day management of risks that the Company faces. The Board of Directors, on the other hand, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to evaluate the risk management process to ensure its adequacy and that it is implemented properly by management.

The Board of Directors believes that full and open communication between management and the Board of Directors is essential for effective risk management and oversight. Senior management, which includes the Chief Compliance Officer and the Vice President – Corporate Benefits and Risk Management, attends quarterly meetings of the Board of Directors, as well as certain committee meetings, in order to address any questions or concerns raised by the Board of Directors on risk management and any other matters. Each quarter, the Board of Directors receives presentations from senior management on business operations, financial results and strategic issues. In addition, senior management holds an annual strategic planning conference, as well as periodic strategic planning sessions, to discuss strategies, key challenges, and risks and opportunities for the Company. Senior management then reviews the results of each strategic planning session with the Board of Directors. Finally, each year senior management reviews with the Board of Directors an assessment of the key risks the Company faces and then prioritizes them in a consolidated enterprise risk map.

The Board Committees assist the Board of Directors in fulfilling its oversight responsibilities in certain areas of risk as follows:

The Audit Committee’s Risk Oversight Responsibilities. The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, and compliance with legal and regulatory requirements. The Audit Committee also has the following responsibilities related to cybersecurity risk management:

Risk assessment reports are regularly provided by management and the Company’s internal auditors to the Audit Committee.

The Compensation Committee’s Risk Oversight Responsibilities. The Compensation Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks arising from the Company’s compensation policies and programs, including overseeing the Company’s compensation-related risk assessment described further later in this Proxy Statement.

The Governance and Nominating Committee’s Risk Oversight Responsibilities. The Governance and Nominating Committee assists the Board of Directors in fulfilling its oversight responsibilities with respect to the management of risks associated with the organization of the Board of Directors and its membership and structure, succession planning for Directors and executive officers, and corporate governance, including the annual monitoring of corporate governance issues, administering regular self-evaluations of the Board and its committees, and reviewing potential conflicts of interest.

The Governance and Nominating Committee also has the following responsibilities related to sustainability risk management:

All of these Board Committees report back to the full Board of Directors at meetings of the Board of Directors as to the Board Committees’ activities and matters discussed and reviewed at the Board Committees’ meetings. In addition, the Board of Directors is encouraged to participate in external Director education courses to keep apprised of current issues, including areas of risk.

Succession Planning

The Company actively engages in succession planning in order to ensure that it has sufficient depth and breadth of executive talent. While effective succession planning is a fluid process, there are certain annual processes in which the Company engages to determine appropriate candidates and leadership potential. Information is gathered and analyzed to assess the staffing of the Company’s key positions to identify and develop employees for such positions. To further this process, a leadership development program is conducted each year for purposes of recognizing emerging leaders and uniting them in a three-day formal program with peers and representatives from senior management. In addition, after completing this leadership development program, certain employees are selected to work with a top-ranked global provider of executive education to enhance senior level personal leadership development and leadership team strategy development.

Communications with the Board of Directors

Stockholders and other persons may communicate with the non-management Directors as a group or any chair of a Board Committee. Such communications may be confidential or anonymous, if so designated, and may be submitted in writing to Board of Directors Communications c/o General Counsel, RPM International Inc., 2628 Pearl Road, Medina, Ohio 44256 or by email to directors@rpminc.com. Unless specifically directed to one of the Committee chairs, communications will be forwarded to the Lead Director for the next scheduled meeting of independent Directors.

All communications received in accordance with these procedures will be reviewed initially by the Company’s General Counsel, who will relay all such communications (or a summary thereof) to the appropriate Director or Directors unless he determines that such communication:

In the alternative to the procedures outlined above, any stockholder or interested party may report any suspected accounting or financial misconduct confidentially through our compliance hotline. Information regarding our compliance hotline is available on our website, www.rpminc.com.

Attendance at Annual Meetings of Stockholders

It is a policy of the Board of Directors that all its members attend the Annual Meeting absent exceptional cause. All of the Directors who were at that time members of the Board of Directors were present at the October 2023 Annual Meeting.

PROPOSAL THREE

ADVISORY VOTE ON EXECUTIVE COMPENSATION

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

 

Copyright^© 2024 Standard & Poor’s, a division of S&P Global. All rights reserved.

COMPARISON OF 10 YEAR CUMULATIVE TOTAL RETURN*

 

Copyright^© 2024 Standard & Poor’s, a division of S&P Global. All rights reserved.

Compensation Discussion and Analysis

Executive Summary

In this section, we describe the material components of our executive compensation program for our named executive officers whose compensation is set forth in the Summary Compensation Table and other compensation tables contained in this Proxy Statement:

We also provide an overview of our executive compensation philosophy and our executive compensation program. In addition, we explain how and why the Compensation Committee arrives at specific compensation policies and decisions involving the named executive officers.

Our Business

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The Company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, Day-Glo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The Company employs approximately 17,200 individuals worldwide.

For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the Commission on July 25, 2024.

Fiscal 2024 Business Highlights

The Company’s consolidated net sales, net income, diluted earnings per share and cash provided by operating activities for the fiscal year ended May 31, 2024, each a record for the Company, were as follows:

MAP 2025 Continues to Build on Success of MAP to Growth

In August 2022, the Company approved and announced MAP 2025, which is a multi-year restructuring plan to build on the achievements of the Company’s successful Margin Acceleration Plan to Growth and designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix and sales force effectiveness and improving operating efficiency. Initial phases of MAP 2025 have focused on commercial initiatives, operational efficiencies, and procurement. The Company’s goal is to achieve $465 million in incremental EBIT on a run-rate basis by the end of fiscal 2025. During fiscal 2023, the Company generated over $120 million of benefits from MAP 2025-related initiatives. For fiscal 2024, the Company generated over $160 million of run-rate benefits from MAP 2025-related initiatives, in line with our fiscal 2024 run-rate target.

Fiscal 2024 Executive Compensation Highlights

For fiscal 2024, the Compensation Committee:

Total fiscal 2024 compensation, as set forth in the Summary Compensation Table, increased for all named executive officers compared to total fiscal 2023 compensation. The increase is due to higher bonuses reflecting an increased level of achievement of goals, an increase in percentage of PERS earned due to a higher percentage of goals achieved, and no Stock Appreciation Rights (“SARs”) being attributed to fiscal 2023 compensation.

Fiscal 2024 Corporate Governance Highlights

We place a high priority on maintaining good governance standards, including the oversight of our executive compensation policies and practices. The following policies and practices were in effect during fiscal 2024:

Consideration of Last Year’s Say-on-Pay Vote

Following our Annual Meeting of Stockholders in October 2023, the Compensation Committee reviewed the results of the stockholder advisory vote on executive compensation that was held at the meeting with respect to the fiscal 2023 compensation actions and decisions for Mr. Sullivan and the other named executive officers. Seventy-five percent (75%) of the votes cast on the Say-on-Pay proposal last year were voted in support of the compensation of our named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narratives in last year’s Proxy Statement. In connection with last year’s say-on-pay vote, the Company reached out to 16 of our largest stockholders representing approximately 47.5% of our shares of Common Stock outstanding (the “Stockholder Outreach Group”) in order to discuss, including with the Chair of the Compensation Committee, their views and understanding of the Company’s compensation practices. None of the members of the Stockholder Outreach Group requested a meeting or expressed concerns over the Company’s executive compensation practices.

Although we did not receive additional comments from stockholders, we have continued to expand the detail of our Compensation Discussion and Analysis disclosures and make the key provisions of our executive compensation programs clearer within the Proxy Statement. In addition, the Compensation Committee continued its annual practice of providing compensation to the named executive officers that is competitive with the market by engaging Willis Towers Watson to conduct a compensation benchmark study, as more fully described in this Proxy Statement, and included further clarifying detail about the Company’s compensation practices herein. Specifically, with regard to awards of PERS and PSUs, we have provided disclosure explaining that while the earning of PERS and the vesting of PSUs are both based on EBIT margin and revenue growth goals, it is important to note that the metrics and the performance periods are different, so the named executive officers are not being paid for the same performance twice. Receiving PERS does not guarantee vesting of PSUs and vice versa. Using these two key metrics in both types of equity awards supports RPM’s philosophy to drive results by tying its most important areas of performance to its compensation payouts.

Our fiscal 2024 compensation program was the first annual compensation cycle during which the Compensation Committee had the opportunity to adjust the Company’s compensation practices in light of the result of the October 2022 Say-on-Pay proposal. The Compensation Committee engaged Willis Towers Watson to prepare a study comparing the Company’s stock compensation design to those of its Compensation Peer Group (as hereinafter defined). Willis Towers Watson’s study found that it was atypical among the Compensation Peer Group to have two performance-based plans (such as our PERS and PSUs) and that approximately 75% of the Compensation Peer Group grants time-based restricted stock. The Compensation Committee engaged in a robust discussion regarding the overall intent of the equity component of the compensation program, including its role in the overall success of the Company which, in turn, benefits the Company’s stockholders. Consideration was given to replacing PERS awards with awards of time-based restricted stock. That option was eventually rejected, largely because moving from a performance-based award toward a non-performance-based award did not fit with the Company’s current compensation philosophy. The Compensation Committee also reviewed the mix between PERS, SARs and PSUs. For fiscal 2023, the target mix for the Chief Executive Officer was 18% PERS, 45% SARs and 37% PSUs, and for the other named executive officers the target mix was 27% PERS, 28% SARs and 45% PSUs. For fiscal 2024, the Compensation Committee decided to place more weight on long term performance via SARs and PSUs and to tie 70% of equity compensation to performance-based vehicles (PERS and PSUs). As a result, the Compensation Committee set the mix between PERS, SARs and PSUs for all named executive officers (including the Chief Executive Officer) at 15% PERS, 30% SARs and 55% PSUs. In light of the increase in stockholder support for our Say-on-Pay proposal last year, we believe the changes to our executive compensation practices have been viewed favorably by our stockholders.

The Compensation Committee will continue to consider results from future stockholder advisory votes, as well as input from its stockholders between meetings, in its ongoing evaluation of the Company’s executive compensation programs and practices.

Opportunity for Stockholder Feedback

The Compensation Committee carefully considers feedback from our stockholders regarding our executive compensation program. Stockholders are invited to express their views to the Compensation Committee as described under the heading “Communications with the Board of Directors” in this Proxy Statement. In addition, the advisory vote on the compensation of the named executive officers provides stockholders with an opportunity to communicate their views on our executive compensation program.

You should read this Compensation Discussion and Analysis in conjunction with the advisory vote that we are conducting on the compensation of the named executive officers (see “Proposal Three – Advisory Vote on Executive Compensation”). This Compensation Discussion and Analysis, as well as the accompanying compensation tables, contains information that is relevant to your voting decision.

Overview

RPM’s compensation programs are designed to support our founder’s philosophy:

Our general compensation philosophy is performance-based in that our executive officers should be well compensated for achieving strong operating and financial results that contribute to enhanced stockholder value. We engage in a rigorous process intended to provide our executive officers a fair level of compensation that reflects RPM’s operating and financial results, the relative skills and experience of the individuals involved, peer group compensation levels and other similar benchmarks.

The Compensation Committee has designed compensation policies and programs for our executive officers which are intended to compensate the executive officers near the market median for a relevant group of similarly sized companies and competitors within RPM’s industry, with the potential for higher than average compensation when our performance levels exceed our annual business goals. Our primary compensation goals are to retain key leaders, reward good past performance, incentivize strong future performance and align executives’ long-term interests with those of our stockholders.

Role of the Compensation Committee

The Compensation Committee Charter provides for the Compensation Committee to oversee RPM’s compensation programs and, in consultation with the Chief Executive Officer, develop and recommend to the Board of Directors an appropriate compensation and benefits philosophy and strategy for RPM. The Compensation Committee consists solely of independent Directors who are appointed to the Compensation Committee by, and report to, the entire Board of Directors. Each member of the Compensation Committee qualifies as a “non-employee director” within the definition of Rule 16b-3 under the Exchange Act, as an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code, and as an “independent” director under the rules of the NYSE. The Compensation Committee Charter is available on our website at www.rpminc.com.

Role of Executives in Determining Compensation

Our Chief Executive Officer, together with the Compensation Committee, reviews assessments of executive compensation practices at least annually against our defined Comparative Framework. These assessments involve the gathering of compensation data, such as base salary, cash incentive and equity awards for similarly situated officers at companies within our Compensation Peer Group.

Comparative Framework

We evaluate the competitiveness of our executive compensation programs on an annual basis. In 2024, the Compensation Committee engaged the professional compensation consulting firm of Willis Towers Watson to conduct a compensation benchmark study. Willis Towers Watson reviewed and evaluated our compensation packages for our key officers in light of the levels of compensation being offered by companies in the specialty chemicals industry and other related industries which fall within a reasonable size range (in terms of revenues) and operate businesses similar to that of the Company. This compensation peer group (the “Compensation Peer Group”) is reviewed annually and this year the Compensation Committee elected to replace Trinseo S.A. with Cabot Corporation, which the Compensation Committee feels better fits the Compensation Peer Group profile. Various factors are considered when determining the Compensation Peer Group including industry, organizational complexity, revenue size, like talent market, investor profile and whether the organization also lists the Company as a peer. The Compensation Peer Group companies included in Willis Towers Watson’s 2024 compensation benchmark study were:

Willis Towers Watson reviewed proxy statement data for each of our Compensation Peer Group companies and summarized the data as a reference point for the Compensation Committee. Willis Towers Watson also reviewed published survey data from the 2023 WTW General Industry Executive Compensation Survey Report to determine competitive pay levels for the executives for the following elements of compensation: base salary, target total cash compensation (the sum of salary and incentive compensation), long-term incentives, and target total direct compensation (the sum of base salary, target annual incentive compensation and long-term incentives).

 

Specifically with regard to our Chief Executive Officer, Willis Towers Watson found that compared to the Compensation Peer Group, his base salary was below the market median, and his target total cash compensation was below the market median. Long-term incentives for our Chief Executive Officer were above the market median. Overall, our Chief Executive Officer’s target total direct compensation was slightly above the 50^th percentile with a significant portion of his compensation dependent on performance.

As detailed in the pie charts above, Willis Towers Watson evaluated the targeted pay mix of our Chief Executive Officer and other executives and determined that our compensation was weighted more toward long-term incentives than is typical of the Compensation Peer Group.

Elements of Compensation

Our named executive officer compensation program for fiscal 2024 included three main elements:

Pay Mix

We use these particular elements of compensation because we believe that they provide a balanced mix of fixed compensation and at-risk compensation that produces short-term and long-term performance incentives and rewards. With this balanced portfolio, we provide the executive with a competitive base salary while motivating the executive to focus on the business metrics that will produce a high level of performance for the Company and provide the executive with additional compensation through short- and long-term incentives.

The mix of compensation for our named executive officers is weighted toward at-risk pay (consisting of cash and equity compensation). Maintaining this pay mix is intended to result in a pay-for-performance orientation, which aligns to our compensation philosophy of paying total direct compensation that is competitive with Compensation Peer Group levels based on relative company performance.

Elements of Our Named Executive Officer Compensation Program for Fiscal 2024

Key Financial Performance Metrics Linked to Determining Compensation for Fiscal 2024

Together, the four key financial performance metrics (“Key Financial Performance Metrics”) described above, when improving, generate significant value for the Company’s stockholders and are aligned with the Company’s MAP 2025 goals.

Base Salary

Base salary represents amounts paid during the fiscal year to named executive officers as direct compensation for their services to us. Base salary and increases to base salary recognize the overall experience, position and responsibilities within RPM and are reviewed compared to applicable benchmarks. Adjustments to salaries are used to reward superior individual performance of our named executive officers on a day-to-day basis during the year and to encourage them to perform at their highest levels. We also use our base salary to retain top quality executives and attract management employees from other companies.

In July 2024, the Compensation Committee approved increases to the base salaries of each of the named executive officers. This recommendation was based upon an analysis of various factors, including:

For fiscal 2024, the named executive officers each received increases to their base salaries due to Company performance as well as base salaries for all named executive officers being below the 50^th percentile of base salaries in the Compensation Peer Group.

Annual Cash Incentive Compensation

For fiscal 2024, we provided annual cash incentive compensation under the Amended and Restated 1995 Incentive Compensation Plan, which was designed to motivate participants to achieve our financial objectives and reward executives for their achievements when those objectives are met. Annual cash incentive compensation criteria for fiscal 2024 were set in July 2023 and included gross profit margin percentage improvement and sales growth both relative to the prior year as well as across industry peers, level of progress related to various Company objectives including MAP 2025, internal manufacturing and commercial excellence programs, and progress related to achievement and reporting on ESG matters. Additionally, each executive officer had individual goals set that were related to their specific areas of responsibility. All named executive officers participated in the fiscal 2024 incentives. The amount of cash incentive compensation earned by our named executive officers in fiscal 2024 is set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. We paid these amounts in July 2024.

For fiscal 2024, the Compensation Committee established that the Incentive Compensation Plan (“Incentive Plan”) in place for fiscal 2024 would provide for an aggregate cash incentive compensation award pool of 1.5% of the Company’s pre-tax income for fiscal 2024 (the “award pool”), to be awarded to each of the named executive officers in respect of the Company’s performance for the fiscal year ending May 31, 2024 as follows: Mr. Sullivan, 40%; Mr. Gordon, 15%; Mr. Moore, 15%; Ms. Kastner, 15%; and Mr. Kinser, 15%. The Compensation Committee determined that cash incentives paid would range from zero to 200% of salary with a target of 125% for Mr. Sullivan; and from zero to 150% of salary with a target of 100% for Messrs. Gordon, Moore and Kinser, and Ms. Kastner. The Compensation Committee may reduce or eliminate the amount of a named executive officer’s annual cash incentive award, at the Compensation Committee’s sole discretion, based solely on individual performance.

The Compensation Committee calculated the aggregate non-equity compensation award pool based on our audited pre-tax income and each individual’s cash incentive payout amount. For fiscal 2024, the Company’s pre-tax income as defined in the Incentive Plan was $850.8 million, providing a cash incentive compensation award pool under the Incentive Plan for the Covered Employees of approximately $12.76 million. After a review of the annual cash incentive compensation criteria that were set for fiscal 2024, the Compensation Committee awarded cash incentives totaling $3.86 million to the named executive officers, which was significantly below the aggregate amount authorized to be paid pursuant to the award pool formula. The cash incentive compensation paid to the named executive officers equaled approximately 130% of their salaries for fiscal 2024 or 120% of target bonus level.

The Compensation Committee also determined that for fiscal 2025 the cash incentive compensation paid will range from zero to 200% of salary with a target of 125% of salary for Mr. Sullivan, and from zero to 150% of salary with a target of 100% of salary for direct reports of Mr. Sullivan.

As disclosed herein, the Incentive Plan in place for fiscal 2024 provided for an aggregate cash incentive compensation award pool of approximately $12.76 million. The maximum portion of the award pool, subject to the limitations of the Incentive Plan, that each named executive officer could be awarded was: Mr. Sullivan – 40% or $5,104,000; each of Messrs. Gordon, Moore and Kinser, and Ms. Kastner – 15% or $1,914,000. However, the Compensation Committee set a maximum award of 150% of the named executive officer’s base salary as a limit, with a target award of 100% of the named executive officer’s base salary, with the exception of Mr. Sullivan, whose maximum award was set at 200% of his base salary, with a target award of 125% of his base salary. Furthermore, the Incentive Plan limits the maximum award to any individual to $2,000,000. As a result, the maximum award that could be earned by each named executive officer was: Mr. Sullivan – $2,000,000; Mr. Gordon – $862,500; Mr. Moore – $682,500; Ms. Kastner – $667,500; and Mr. Kinser – $630,000. The actual awards were as follows: Mr. Sullivan – $1,580,000; Mr. Gordon – $685,000; Mr. Moore – $540,000; Ms. Kastner – $530,000; and Mr. Kinser – $525,000.

Review of Annual Incentive Compensation

 

Actual incentive compensation awards for fiscal 2024 were determined for the named executive officers as follows:

As a result, Messrs. Sullivan, Gordon, Moore and Kinser, and Ms. Kastner were awarded incentive compensation equal to approximately 148%, 119%, 119%, 125% and 119% of their respective base salaries (or 120% of their target awards).

Equity Compensation

We use equity compensation to align our named executive officers’ interests with those of our stockholders and to attract and retain high-caliber executives through recognition of anticipated future performance. Under our 2014 Omnibus Plan, we can grant a variety of stock-based awards, including awards of restricted stock and stock appreciation rights. After reviewing executive compensation practices against our defined Comparative Framework, including reviewing equity awards for similarly situated officers at companies in our Compensation Peer Group, our Chief Executive Officer makes annual recommendations to the Compensation Committee of the type and amount of equity awards for the Chief Executive Officer and the other executive officers. In determining the equity incentive compensation component of Chief Executive Officer compensation, the Compensation Committee considers, in addition to the factors used to determine salary and cash incentive compensation, the value of similar incentive awards to chief executive officers in our Compensation Peer Group.

In determining the equity incentive compensation of the other executive officers, the Compensation Committee reviews and approves a mix of business goals and the value of similar incentive awards to executive officers of our Compensation Peer Group, with a significant amount of emphasis placed on the compensation recommendations of our Chief Executive Officer. The Compensation Committee must approve any recommended equity grants before they can be made.

The Compensation Committee uses the various equity incentive awards available to it under the 2014 Omnibus Plan to retain executives and other key employees and achieve the following additional goals:

The Compensation Committee’s current intention is to achieve these goals by making annual awards to the Company’s executive officers and other key employees, using a combination of restricted stock and stock-settled stock appreciation rights. All restricted stock currently awarded by the Company is performance based. SARs are awarded based on a percentage of the overall equity compensation target. The value of SARs is directly determined by the stock price, and the value of the grant is zero unless the stock price increases over the grant date price.

For fiscal 2024, pursuant to the 2014 Omnibus Plan, the Compensation Committee approved a contingent target award of PERS to the named executive officers of 21,900 shares to be based upon the level of attainment of the fiscal 2024 performance goals for EBIT margin (weighted at 50%) and Working Capital Ratio (weighted at 50%). Based on the criteria outlined and as shown in the following table, the Compensation Committee determined that 18,620 PERS would be awarded to the named executive officers, which is 85% of target.

The PSU awards were made contingent upon the level of attainment of performance goals for the three-year performance period from June 1, 2023 ending May 31, 2026.

The threshold, target and maximum performance levels for the fiscal 2024 PSU awards are shown in the following table for the performance period from June 1, 2023 ending May 31, 2026.

The Compensation Committee sets the performance goals related to the PSU awards at levels it believed to be achievable but would require the Company to meaningfully grow earnings and revenues. PSU awards are expected to be granted annually for successive three-year performance periods.

At its meeting in July 2024, the Committee determined the extent to which the PSUs granted for the performance period from June 1, 2022 to May 31, 2024 had vested. The following table shows the result:

Accordingly, each recipient earned 57.5% of such recipient’s PSU award, and forfeited 42.5% of such PSU award.

While the earning of PERS and the vesting of PSUs are both partially based on EBIT margin, it is important to note that the metrics and the performance periods are different, so the named executive officers are not being paid for the same performance twice. Receiving PERS does not guarantee vesting in PSUs and vice versa. Using this key metric in both types of equity awards supports RPM’s philosophy to drive results by tying its most important areas of performance to its compensation payouts.

Timing of Equity Grants

Minimum Stock Ownership Guidelines

The Company adopted minimum stock ownership guidelines for its executive officers and Directors in July 2012, and most recently updated the minimum stock ownership guidelines for its executive officers in October 2022. Under the updated stock ownership guidelines, certain executive officers are required to maintain the following minimum equity stakes in the Company:

Executives are expected to achieve targets within five years of the date of assuming their positions. Each of the Company’s executive officers met the minimum stock ownership guidelines as of May 31, 2024 or is within the grace period provided by the stock ownership guidelines to achieve compliance.

Employment Agreements and Related Arrangements

We are a party to the following employment agreements with our named executive officers:

Pursuant to the employment agreements, each of our named executive officers serves for a term ending on May 31, 2024, which is automatically extended for additional one-year periods unless either party gives the other party notice of nonrenewal two months in advance of the annual renewal date. In accordance with these automatic extension provisions, the employment agreement with each of our named executive officers has been extended to May 31, 2025. Each of our named executive officers is also eligible to receive such annual cash incentive compensation or bonuses as our Compensation Committee may determine based upon our results of operations and other relevant factors. Our named executive officers also generally entitled to participate in our employee benefit plans. Under the employment agreements, each of our named executive officers is entitled to receive fringe benefits in line with our present practice relating to the officer’s position, including the use of the most recent model of a full-sized automobile.

See “Other Potential Post-Employment Compensation” for a discussion of additional terms of the employment agreements related to restrictive covenants and potential post-employment compensation.

New Form of Employment Agreement

In 2016, the Compensation Committee approved a new form of employment agreement that has been used for new employment agreements entered into with our executives since 2016. Mr. Kinser’s employment agreement is based on this new form. The new form of employment agreement generally follows the current employment agreements with our other named executive officers, except that the new form of employment agreement removes a provision that accelerates equity awards upon a termination of employment following a change in control. Instead, any outstanding equity awards will be subject to the terms of their respective plans and award agreements (for example, equity awards granted under the 2014 Omnibus Plan will follow the double-trigger vesting provisions set forth in the 2014 Omnibus Plan). Further, the new form of employment agreement does not provide for a tax gross-up for excise taxes triggered under Section 280G of the Internal Revenue Code, but instead includes a “best-net alternative” provision, under which the executive would receive the greater of the total parachute payments, after taxes (including the excise tax) have been paid, or reduced parachute payments equal to the highest amount that may be paid without triggering the excise tax under Section 280G. The definitions of “change in control” and “good reason” were also revised to match the definitions for such terms in the 2014 Omnibus Plan.

Insider Trading Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, the Company maintains an Insider Trading Policy that governs the purchase, sale, and/or other dispositions of the Company’s Common Stock and other securities by our Directors, executive officers and employees. We believe the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards. A copy of the Insider Trading Policy has been filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K.

Policies on Clawback of Executive Compensation

In 2012, the Board of Directors adopted a policy regarding the clawback of executive compensation (the “Clawback Policy”). If, as the result of the gross negligence or willful misconduct of any executive officer of the Company, the Company is required to restate all or a portion of its financial statements, the Board of Directors will, to the extent permitted by governing law, require reimbursement of any bonus or incentive compensation awarded to such executive officer or effect the cancellation of unvested restricted or deferred stock awards or stock appreciation rights previously granted to the executive officer if:

In addition to continuing to maintain the Clawback Policy, in October 2023 the Board of Directors adopted the RPM International Inc. Incentive-Based Compensation Clawback Policy (the “NYSE Clawback Policy”) in accordance with newly-adopted NYSE listing standards. The NYSE Clawback Policy provides for the recovery of certain incentive-based compensation in the event of an Accounting Restatement (as defined in the NYSE Clawback Policy). The NYSE Clawback Policy has been filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K.

Post-Employment Compensation and Change in Control

Each of the employment agreements with Messrs. Sullivan, Gordon, Moore and Kinser, and Ms. Kastner provides for payments and other benefits if the named executive officer’s employment terminates under certain circumstances, such as being terminated without cause within two years of a change in control, which is often referred to as a “double-trigger.” We believe that these payments and other benefits are important to recruiting and retaining our named executive officers, as many of the companies with which we compete for executive talent provide for similar payments to their senior employees. Additional information regarding these payments and other benefits is found under the heading “Other Potential Post-Employment Compensation.”

Section 162(m) of the Internal Revenue Code

As part of the 2017 Tax Cuts and Jobs Act (the “Tax Reform Act”), the ability to rely on the performance-based compensation exception under Section 162(m) was eliminated, and the limitation on deductibility generally was expanded to include all named executive officers. As a result of the Tax Reform Act, going forward and subject to certain grandfathered provisions, we will no longer be able to deduct any compensation paid to our named executive officers in excess of $1,000,000. The Compensation Committee continues to assess the impact of the amendments to Section 162(m) to determine what adjustments to our executive compensation practices, if any, it considers appropriate.

Perks and Other Benefits

Our named executive officers participate in various employee benefit plans that are generally available to all employees and on the same terms and conditions as with respect to other similarly situated employees. These include normal and customary programs for life insurance, health insurance, prescription drug insurance, dental insurance, short and long term disability insurance, pension benefits and matching gifts for charitable contributions. While these benefits are considered to be an important and appropriate employment benefit for all employees, they are not considered to be a material component of a named executive officer’s annual compensation program. Because the named executive officers receive these benefits on the same basis as other employees, these benefits are not established or determined by the Compensation Committee separately for each named executive officer as part of the named executive officer’s annual compensation package.

In addition, we maintain a 401(k) retirement savings plan for the benefit of all of our employees, including our named executive officers. In fiscal 2024, we provided a Company match of up to 4% of the qualified retirement plan compensation limit per employee, which executives also were able to receive. RPM’s company match is fully vested to all employees, including executives, at the time of contribution. As is the case with all employees, unless they elect to make their contributions on an after-tax basis, named executive officers are not taxed on their contributions to the 401(k) retirement savings plan or earnings on those contributions until they receive distributions from the 401(k) retirement savings plan, and all RPM contributions are tax deductible by us when made.

During fiscal 2024 we provided the use of cars to our named executive officers. Also during fiscal 2024, we made financial and estate planning services available to Messrs. Sullivan and Moore, and we paid executive life insurance premiums for the benefit of our named executive officers.

We periodically review the perquisites that named executive officers receive.

Other Plans

In addition to the above described plans, the Company offers a tax qualified defined benefit retirement plan. Information about this plan can be found under the heading “Pension Benefits for Fiscal 2024.” The Company also offers a deferred compensation plan. Under this plan, selected management employees, certain highly compensated employees and Directors are eligible to defer a portion of their salary, bonus, incentive plan amounts and Director fees until a future date. A participant’s account will be credited with investment gains or losses as if the amounts credited to the account were invested in selected investment funds. Additional information about this plan can be found under the heading, “Nonqualified Deferred Compensation for Fiscal 2024.”

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management and legal counsel. Based on that review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and in the Company’s definitive proxy statement prepared in connection with its 2024 Annual Meeting of Stockholders.

Compensation Committee

The above Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed with the Commission or subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information in this Report be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act. If this Report is incorporated by reference into the Company’s Annual Report on Form 10-K, such disclosure will be furnished in such Annual Report on Form 10-K and will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

Compensation-Related Risk Assessment

The Compensation Committee considers risks related to the attraction and retention of talent and risks relating to the design of compensation programs and arrangements affecting executive officers and employees. Our compensation programs reward outstanding performance by our operating companies, and do not encourage excessive risk taking on the part of our executive officers and employees. Further, elements of our compensation programs, including our minimum stock ownership guidelines, our clawback policies and the three-year performance period structure of our PSU awards, help mitigate compensation-related risk. After considering the Company’s compensation program as a whole and receiving the input of the Compensation Committee, we have concluded that risks arising from our compensation policies and practices applicable to our employees are not reasonably likely to have a material adverse effect on the Company. In reaching that conclusion, we considered, among other things, the general performance-based philosophy of our compensation program, the material consistency of our compensation structure throughout all key employee levels of the Company, the balance of long and short term components of compensation, and the Company’s risk profile generally.

Summary Compensation Table

The following table sets forth information regarding the compensation of our Chief Executive Officer, our Chief Financial Officer and our other named executive officers for fiscal 2024, fiscal 2023 and fiscal 2022.

2024 Stock Awards include PSU grants for each named executive officer. Such grants assume the target amount of PSUs is awarded, although the grants are contingent upon the level of attainment of performance goals for the three-year period from June 1, 2023 ending May 31, 2026. If the maximum amount of PSUs is awarded for each named executive officer, the grant date fair value of such awards would be as follows: for Mr. Sullivan, $8,939,556; for each of Messrs. Gordon, Moore and Kinser, and Ms. Kastner, $1,477,458.

Pay Ratio Disclosure

For fiscal 2024, we estimate that the ratio of the total annual compensation of our Chief Executive Officer ($11,742,464) to the total annual compensation of our median employee ($60,654) is 194:1. We determined our median employee based on total cash and equity compensation paid to our active employees as of March 1, 2024. We included all full time, part time, seasonal and temporary employees, whether employed domestically or overseas, and whether employed directly or by a consolidated subsidiary. Compensation for employees hired during the fiscal year was annualized. Once the median employee was identified, total annual compensation for the employee was calculated using the same methodology used for our named executive officers as set forth in the 2024 Summary Compensation Table above.

Grants of Plan-Based Awards for Fiscal 2024