RPM INTERNATIONAL INCDE

About this filing

Proxy Statement Summary

For the period ended Oct 3, 2024. Filed Aug 22, 2024.

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Oct 3, 2024 · Filed Aug 22, 2024

RPM$103.31-2.0%Stored close · as of Nov 6, 2026

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Contents

Meeting Details

How to Vote

DATEThursday, October 3, 2024

BY PHONECall 1-800-690-6309 by 11:59 PM, Eastern Daylight Time, on October 2, 2024 for shares held directly or 11:59 PM, Eastern Daylight Time, on September 30, 2024 for shares held in a Plan

TIME1:30 PM, Eastern Daylight Time

BY MAILSign, date and return your proxy card or voting instruction form by October 2, 2024

VIRTUAL MEETINGOnline at www.virtualshareholder meeting.com/RPM2024

BY TABLET OR SMARTPHONEOnline at www.virtualshareholder meeting.com/RPM2024

RECORD DATEShareholders of record on the close of business on August 9, 2024 are entitled to vote at the 2024 Annual Meeting.

BY INTERNETUsing your computer visit proxyvote.com until 11:59 PM, Eastern Daylight Time, on October 2, 2024 for shares held directly or 11:59 PM, Eastern Daylight Time, on September 30, 2024 for shares held in a Plan or vote online on October 3, 2024 during the Annual Meeting at: www.virtualshareholdermeeting.com/RPM2024

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


1	To adopt an amendment to the Company’s Amended and Restated Certificate of Incorporation to require the annual election of Directors	FOR	12
2	To elect three Directors to serve in Class II of the Board	FOReach Director	13
3	To hold a non-binding, advisory vote to approve the Company’s executive compensation	FOR	32
4	To approve and adopt the Company’s 2024 Omnibus Equity and Incentive Plan (the “2024 Omnibus Plan”)	FOR	74
5	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending May 31, 2025	FOR	84

2024 Proxy Statement

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:

•	Consolidated net sales increased 1.1% to $7.34 billion in fiscal 2024 from $7.26 billion in fiscal 2023;

•	Net income attributable to RPM International Inc. stockholders increased 22.9% to $588.4 million in fiscal 2023 from $478.7 million in fiscal 2023;

•	Diluted earnings per share increased 22.6% to $4.56 in fiscal 2024 from $3.72 in fiscal 2023; and

•	Cash provided by operating activities increased to $1.12 billion in fiscal 2024 from $577.1 million in fiscal 2023, with the increase driven by improved profitability and working capital efficiency, both of which were enabled by MAP 2025 initiatives.

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

2024 Proxy Statement

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:

	Reduce Scope 1 and Scope 2 greenhouse gas emissions from the Company’s facilities by 20% per ton of production			Reduce energy consumed in the Company’s facilities by 10% per ton of production			Identify and implement additional opportunities for water reuse and conservation, including actively evaluating and investing in the replacement of single-pass water discharge systems

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:

•	Overseeing the Company’s sustainability program;

•	Determining which ESG risks and opportunities are of strategic significance to the Company, and recommending policies, practices and disclosures relating to same to the Chief Executive Officer and the Board of Directors;

•	Reporting to the Governance and Nominating Committee of the Board of Directors concerning ESG matters; and

•	Developing a framework to monitor the Company’s compliance with ESG matters.

2024 Proxy Statement

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:

	Board Independence			Ten of the eleven current Directors are independent under the Company’s Corporate Governance Guidelines and NYSE listing standards. All members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee are independent.
	Independent Directors Meetings			Independent Directors meet in executive sessions each year in January, April and July, without management present.
	Lead Director			One independent Director serves as Lead Director.
	Majority Voting for Directors			In an uncontested election, any nominee for Director who receives more votes “withheld” from his or her election than votes “for” such election is expected to tender his or her resignation for prompt consideration by the Governance and Nominating Committee and by the Board of Directors.
	Director Tenure			The average tenure of our independent Directors will be 10.8 years as of the date of the Annual Meeting, and six of our current independent Directors have joined the Board of Directors since 2015.
	Stock Ownership Guidelines for Directors and Executive Officers			The Company adopted stock ownership guidelines for Directors and executive officers in 2012, and the Company increased the stock ownership guidelines for Directors in 2014 and executive officers in 2022. Each of the Directors and executive officers satisfies the stock ownership guidelines or is within the grace period provided by the stock ownership guidelines to achieve compliance.
	Annual Board and Chief Executive Officer Self-Evaluations			Each year, the Governance and Nominating Committee of the Board of Directors administers self-evaluations of the Board of Directors and its committees, and the Compensation Committee of the Board of Directors administers an evaluation of the Chief Executive Officer.
	Hedging Transactions Prohibited			The Company’s insider trading policy prohibits short sales and hedging transactions of shares of the Company’s Common Stock by Directors, officers and employees.
	Pledging Prohibited			The Company’s insider trading policy was amended in fiscal 2017 to provide that, effective as of June 1, 2017, pledging of shares of the Company’s Common Stock by Directors, officers and employees is prohibited, subject to limited exceptions.
	Performance-Based Compensation			The Company relies heavily on performance-based compensation for executive officers, including awards of performance-based restricted stock.
	Double-Trigger Vesting Provisions			The Amended and Restated RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the “2014 Omnibus Plan”) and the proposed RPM International Inc. 2024 Omnibus Equity and Incentive Plan provide double-trigger vesting provisions for long-term equity awards.
	Clawback Policies			Since 2012, the Company has maintained a clawback policy (the “Clawback Policy”) under which the Board of Directors may require reimbursement of certain bonuses or incentive compensation awarded to an executive officer if, as the result of that executive officer’s misconduct, the Company is required to restate all or a portion of its financial statements. In addition to 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).
	Chief Executive Officer Succession Planning			The Company’s succession plan, which the Board of Directors reviews annually, addresses both an unexpected loss of the Chief Executive Officer as well as longer-term succession.
	The Values & Expectations of 168			The Company’s code of business conduct and ethics, entitled “The Values & Expectations of 168,” emphasizes individual responsibility and accountability, encourages reporting and dialogue about business practices, ethics, or integrity concerns, and focuses on the Company’s values of transparency, trust and respect.
	Statement of Governance Policy			The Board of Directors adopted our Statement of Governance Policy in 2016, which recognizes that conducting our business in conformity with The Values & Expectations of 168 is essential to advancing our fundamental objective of building long-term stockholder value.

2024 Proxy Statement

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.

	RPM INTERNATIONAL INC.STATEMENT OF GOVERNANCE POLICY
	RPM International’s fundamental objective is to build long-term stockholder value by profitably growing our businesses and consistently delivering strong financial performance. We think that our ability to generate value for our stockholders is inextricably linked to our ability to provide value to our principal stakeholders, including our customers and associates. • We must continue to earn the ongoing commitment and trust of our stockholders by delivering the solid returns expected by them from an investment in RPM. • We must continue to offer our customers innovative, high-quality products and services at competitive prices.• We must attract and retain high-quality associates at every level of our organization, provide them with the tools they need to do their jobs, and compensate them in such a way as to closely align their interests with our long-term success. • We must conduct our business in conformity with The Values & Expectations of 168, which encompass complying with all legal and ethical standards, and working to be exemplary corporate citizens. We do not focus narrowly on efforts to maximize the short-term price of our stock, and think that such an approach is fundamentally misguided. Instead, we believe that emphasizing consistent value creation in our businesses will maximize the long-term value of our stockholders’ investment. In short, we manage our businesses to create wealth for our stockholders. Creating value for our stakeholders is how we have achieved, and will continue to achieve, that objective.

2024 Proxy Statement

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:

Director Qualifications and Experience	Kirkland B. Andrews	John M. Ballbach	Bruce A. Carbonari	Jenniffer D. Deckard	Salvatore D. Fazzolari	Robert A. Livingston	Frederick R. Nance	Ellen M. Pawlikowski	William B. Summers, Jr.	Elizabeth F. Whited	Frank C. Sullivan
Adherence to The Values & Expectations of 168Understands and adheres to the code of conduct set forth in The Values & Expectations of 168	•	•	•	•	•	•	•	•	•	•	•
Leadership and Operating Experience Significant leadership and operating experience	•	•	•	•	•	•	•	•	•	•	•
Independence Satisfies the independence requirements of the NYSE and the SEC	•	•	•	•	•	•	•	•	•	•
Finance Experience Possesses the background, knowledge, and experience to provide the Company with valuable insight in overseeing the Company’s finances	•	•	•	•	•	•		•	•	•	•
Public Company Board and Corporate Governance Experience Experience serving on the boards of other publicly traded companies	•	•	•	•	•	•	•	•	•		•
Environmental, Social and Governance Experience Knowledge of and experience with ESG initiatives	•	•	•	•	•	•	•	•	•	•	•
Knowledge of the Company Experience with the Company for a period in excess of ten years			•		•		•		•		•
Diversity Contributes to the Board in a way that enhances perspectives through diversity in gender, ethnicity, race and cultural and other backgrounds				•			•	•		•
Merger and Acquisition Experience Possesses experience or insight related to mergers and acquisitions	•	•	•	•	•	•	•	•	•	•	•
Cybersecurity Experience Knowledge of and experience with cybersecurity matters	•	•			•			•			•

2024 Proxy Statement

*	Upon John M. Ballbach’s retirement at the Annual Meeting, the authorized number of Directors will be fixed at ten. Mr. Ballbach is not included in the statistics shown above.

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

2024 Proxy Statement

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

•	Base salary – $1,065,000, which was a 7% increase over his fiscal 2023 base salary of $995,000; his base salary had been $995,000 for each of fiscal 2023, fiscal 2022, fiscal 2021 and fiscal 2020.

•	Annual cash incentive compensation – Annual cash incentive compensation of $1,580,000, which was $460,000 more than his fiscal 2023 annual cash incentive compensation.

•	Equity compensation – Mr. Sullivan received 11,140 Performance Earned Restricted Stock (“PERS”) for fiscal 2024.

•	Other compensation – Matching contribution of $13,800 under the Company’s 401(k); automobile allowance of $26,089; life insurance premiums of $192,905; matched charitable contributions of $2,000; and financial consulting fees of $15,750.

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.

2024 Proxy Statement

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.

	VIRTUAL ANNUAL MEETING INFORMATION
	The Company will be hosting a virtual Annual Meeting. Stockholders will be able to participate in the Annual Meeting online, in virtual meeting format, via live webcast. Provided below is the summary of the information that you will need to participate in the Annual Meeting: • Stockholders can participate in the Annual Meeting online, in virtual meeting format, via live webcast over the Internet at www.virtualshareholdermeeting.com/RPM2024. • You will need your unique control number, which is provided on your notice of internet availability or proxy card, to vote and submit questions during the Annual Meeting webcast. • The webcast of the Annual Meeting will begin at 1:30 p.m., Eastern Daylight Time. • Instructions as to how to participate via the Internet, including how to verify stock ownership, are available at www.virtualshareholdermeeting.com/RPM2024. • If you have questions regarding how vote your shares of Common Stock, you may call Innisfree M&A Incorporated, at (877) 800-5195 (Toll Free). • Replay of the Annual Meeting webcast will be available until October 2, 2025.

2024 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.