RPM INTERNATIONAL INC (RPM)
Sector: Materials
2026 Annual Meeting Analysis
RPM INTERNATIONAL INC · Meeting: October 8, 2026
Directors FOR
12
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Ms. Beck joined the board in 2025 (within the 24-month exemption window), has strong financial credentials as a CPA and current CFO, and no overboarding or attendance concerns are present.
Ms. Deckard has served since 2015 with extensive CEO and financial expertise; RPM's 3-year TSR outperforms the compensation peer group median by 14 percentage points, well within the 35pp threshold for a low-positive-TSR company, so no TSR trigger fires.
Mr. Fazzolari has served since 2013 with deep financial and global operational expertise; RPM's 3-year TSR outperforms the peer group median, so no TSR trigger fires, and no overboarding or attendance issues are noted.
Mr. Gentile joined the board in 2026 (within the 24-month new-director exemption), is currently a sitting CEO of Hexcel but holds only one outside public board seat (RPM), so no overboarding concern applies.
Mr. Livingston has served since 2017 with strong industrial CEO credentials; RPM's 3-year TSR outperforms the peer group median, so no TSR trigger fires, and he holds one outside board seat (Amphenol), below the overboarding threshold.
Mr. Mapes joined the board in 2025 (within the 24-month new-director exemption) and brings strong industrial manufacturing leadership experience; no attendance or overboarding flags are present.
Mr. Morford joined the board in 2025 (within the 24-month new-director exemption) and brings relevant legal, compliance, and governance expertise; no disqualifying flags are present.
Mr. Nance has served since 2007 with significant legal and governance expertise; RPM's 3-year TSR outperforms the peer group median, so no TSR trigger fires, and no overboarding or attendance issues are noted.
Gen. Pawlikowski has served since 2022 with strong leadership and cybersecurity experience; RPM's 3-year TSR outperforms the peer group median, so no TSR trigger fires, and she holds one outside public board seat (RTX), below the overboarding threshold.
Mr. Rowe is a new nominee not currently serving as a director and is automatically exempt from the TSR trigger; he brings relevant global operational and strategic expertise from ADM and Syngenta.
Mr. Sullivan is the CEO-director and has served since 1995; RPM's 3-year TSR of +11.5% outperforms the compensation peer group median by 14 percentage points, well within the 35pp threshold for a low-positive-TSR company, so no TSR trigger fires; he holds one outside public board seat (Timken), below the overboarding threshold.
Ms. Whited has served since 2021 with extensive operational and strategic experience; RPM's 3-year TSR outperforms the peer group median, so no TSR trigger fires, and no attendance or overboarding concerns are present.
All twelve director nominees receive a FOR vote. RPM's 3-year total shareholder return of +11.5% outperforms the compensation peer group median of -2.5% by +14 percentage points, which is well below the 35-percentage-point underperformance threshold that would trigger AGAINST votes for longer-tenured directors. Several newer directors (Beck, Gentile, Mapes, Morford, and nominee Rowe) fall within the 24-month exemption window. No overboarding, attendance, independence, or familial-relationship concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Frank C. Sullivan
Total Comp
$11,158,125
Prior Support
92%%
The prior year's shareholder advisory vote on pay received 92% support, well above the 70% threshold that would require a corrective response. CEO total compensation for fiscal 2025 (the most recently completed year reported in our database) was approximately $11.2 million, which is within a reasonable range for a CEO of a ~$14 billion specialty coatings and building materials company. The pay structure is appropriately weighted toward variable compensation — the proxy discloses that 55% of named executive officer pay shown in the Summary Compensation Table was variable and tied to performance, meeting the policy's 50-60% threshold — and the company maintains meaningful clawback policies adopted since 2012 and updated in 2023 to comply with NYSE standards. RPM's 3-year total shareholder return of +11.5% outperforms the compensation peer group median of -2.5%, so above-benchmark variable pay is justified by peer-relative performance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte & Touche LLP is a Big 4 firm appropriate for a company of RPM's size and complexity. No audit fee data was extractable from the provided filing text to compute a non-audit fee ratio, and auditor tenure was not disclosed in the provided text, so neither the fee-ratio trigger nor the tenure trigger can fire; per policy, the absence of tenure data defaults to a FOR vote with a minor negative note. No material financial restatements were disclosed.
Overall Assessment
The 2026 RPM International Inc. annual meeting presents three standard proposals: election of twelve directors, an advisory vote on executive compensation, and ratification of Deloitte & Touche LLP as auditor. All proposals receive a FOR vote — the director slate is clean (no TSR underperformance, overboarding, attendance, or independence concerns), the compensation program is appropriately performance-weighted with strong prior shareholder support of 92%, and Deloitte is an appropriate Big 4 auditor for a company of RPM's scale.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing