RPM 2020 Proxy Statement

EXECUTIVE COMPENSATION (CONTINUED) As disclosed herein, the Incentive Plan in place for fiscal 2020 provided for an aggregate cash incentive compensation award pool of approximately $7.911 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: Frank C. Sullivan – 40% or $3,164,400; each of Messrs. Gordon, Moore and Michael H. Sullivan and Ms. Kastner – 15% or $1,186,650. 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 Frank C. 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: Frank C. Sullivan – $1,990,000; Mr. Gordon – $745,500; Mr. Moore – $585,000; Ms. Kastner – $555,000; and Michael H. Sullivan – $525,000. The actual awards were as follows: Frank C. Sullivan, $1,075,000; Mr. Gordon, $485,000; Mr. Moore, $380,000; Ms. Kastner, $360,000; and Michael H. Sullivan, $335,000. Frank C. Sullivan Maximum under Award Pool Maximum imposed by Compensation Committee (200% Base) Target (125% Base) Actual (108% Base) $2,000,000 $1,243,750 $1,990,000 $1,075,000 Edward W. Moore Russell L. Gordon Maximum under Award Pool Maximum imposed by Compensation Committee (150% Base) Target (100% Base) Actual (97% Base) $1,186,650 $585,000 $390,000 $380,000 Maximum under Award Pool Maximum imposed by Compensation Committee (150% Base) Target (100% Base) Actual (98% Base) $1,186,650 $745,500 $497,000 $485,000 Maximum under Award Pool Maximum imposed by Compensation Committee (150% Base) Target (100% Base) Actual (96% Base) Michael H. Sullivan $1,186,650 $525,000 $350,000 $335,000 Maximum under Award Pool Maximum imposed by Compensation Committee (150% Base) Target (100% Base) Actual (97% Base) Janeen B. Kastner $1,186,650 $555,000 $370,000 $360,000 31