RPM 2020 Proxy Statement

EXECUTIVE COMPENSATION (CONTINUED) Elements of Our Named Executive Officer Compensation Program Compensation Component Key Characteristics Purpose Base Salary Fixed compensation, reviewed and adjusted annually if and when appropriate Compensate named executive officers fairly for the responsibility level of the position held Annual Cash Incentive Compensation Variable, performance-based compensation, awarded under the Incentive Compensation Plan Motivate and reward named executive officers for achieving annual business objectives based on Company performance and individual achievements Equity Compensation — Performance Earned Restricted Stock (PERS) Variable, performance-based compensation, awarded under the 2014 Omnibus Plan Motivate and reward named executive officers for achieving annual business objectives; the threshold and maximum number of and performance goals for the award of PERS for a given fiscal year are set in July of that year; PERS are single-year performance awards Equity Compensation — Performance Stock Units (PSUs) Variable, performance-based compensation, awarded under the 2014 Omnibus Plan Motivate and reward named executive officers for achieving long-term, multi- year business objectives Equity Compensation — Stock Appreciation Rights (SARs) Variable, awarded under the 2014 Omnibus Plan Motivate and reward named executive officers for achieving long-term business objectives by tying incentives to the performance of our Common Stock Equity Compensation — Supplemental Executive Retirement Plan (SERP) Restricted Stock Fixed compensation awarded under the 2014 Omnibus Plan Provides stock-based supplemental retirement benefits to named executive officers whose retirement plan benefits may be limited under applicable law Health and Retirement Plans Fixed compensation Intended to provide benefits that promote employee health and support employees in attaining financial security Perks and Other Personal Benefits Fixed compensation Intended to provide a business-related benefit to the Company, and to assist in attracting and retaining executive officers Post-Employment Compensation and Change in Control Fixed compensation Intended to provide temporary income following a named executive officer’s involuntary termination of employment and, in the case of a change of control, to also provide continuity of management 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 expected contributions to RPM of each named executive officer. 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 2020, our Chief Executive Officer recommended to the Compensation Committee no change to the base salaries of the named executive officers. This recommendation was based upon consideration of the challenging environment brought about by the Covid-19 pandemic. Additionally, effective May 1, 2020, Frank C. Sullivan’s base salary was temporarily decreased by 30% and the base salaries of our other named executive officers were each decreased by 10% in response to the effects of the Covid-19 pandemic. Frank C. Sullivan’s base salary rate, as well as the base salary rates of our other named executive officers, will be reinstated on September 1, 2020. CONTINUING NAMED EXECUTIVE OFFICER BASE SALARY AMOUNTS Fiscal 2021 Fiscal 2020 Fiscal 2019 Frank C. Sullivan $995,000 $995,000 $975,000 Russell L. Gordon $497,000 $497,000 $485,000 Edward W. Moore $390,000 $390,000 $380,000 Janeen B. Kastner $370,000 $370,000 $350,000 Michael H. Sullivan $350,000 $350,000 — 29