RPM 2020 Proxy Statement

EXECUTIVE COMPENSATION (CONTINUED) 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 2020 and, where required, for fiscal 2019 and fiscal 2018. Name and Principal Position (a) Year (b) Salary ($) (c) Bonus ($) (1) (d) Stock Awards ($) (2)(3) (e) Option Awards ($) (2)(3) (f) Non-Equity Incentive Plan Compensation ($) (4) (g) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) (h) All Other Compensation ($) (6) (i) Total ($) (j) Frank C. Sullivan 2020 970,125 0 3,899,620 2,876,000 1,075,000 171,397 191,623 9,183,765 Chairman, President and Chief Executive Officer 2019 975,000 0 3,848,711 2,318,000 975,000 102,396 178,458 8,397,565 2018 970,000 0 191,454 2,956,800 730,000 57,835 170,821 5,076,910 Russell L. Gordon 2020 492,858 0 1,055,291 287,600 485,000 152,201 48,753 2,521,703 Vice President and Chief Financial Officer 2019 485,000 0 1,058,654 231,800 485,000 84,137 44,103 2,388,694 2018 475,000 0 239,469 422,400 475,000 33,282 42,007 1,687,158 Edward W. Moore 2020 386,750 0 906,456 287,600 380,000 141,235 120,548 2,222,589 Senior Vice President, General Counsel and Chief Compliance Officer 2019 2018 380,000 370,000 0 0 891,046 101,274 231,800 422,400 380,000 370,000 69,730 54,486 109,113 105,899 2,061,689 1,424,059 Janeen B. Kastner 2020 366,917 0 972,232 287,600 360,000 140,172 45,372 2,172,293 Vice President –Corporate Benefits and Risk Management 2019 350,000 0 914,390 231,800 300,000 80,337 45,265 1,921,792 2018 315,000 0 91,671 422,400 220,000 32,691 44,517 1,126,279 Michael H. Sullivan 2020 325,208 0 850,565 287,600 335,000 0 30,047 1,828,420 Vice President – Operations and Chief Restructuring Officer (1) Amounts earned under the Incentive Plan are reported in the Non-Equity Incentive Plan Compensation column. (2) The dollar value of restricted stock and SARs set forth in these columns is equal to the fair market value as of the date of the respective grant. (3) Information regarding the shares of SARs granted to our named executive officers in July 2020 is set forth in the Grants of Plan-Based Awards for Fiscal 2020 table. The Grants of Plan-Based Awards for Fiscal 2020 table also sets forth the aggregate grant date fair value of the restricted stock granted during fiscal 2020 computed in accordance with ASC 718. Shares of restricted stock and SARs are subject to risk of forfeiture. 2020 Stock Awards include PSU grants for each named executive officer. Such grants assume the target amount of PSU is awarded, although the grants are contingent upon the level of attainment of performance goals for the three-year period from June 1, 2019 ending May 31, 2022. If the maximum amount of PSU is awarded for each named executive officer, the grant date fair value of such awards would be as follows: for Frank C. Sullivan, $4,973,600; for each of Messrs. Gordon, Moore and Michael H. Sullivan and Ms. Kastner, $994,720. (4) The amounts set forth in this column were earned during fiscal 2020 and paid in July 2020, earned during fiscal 2019 and paid in July 2019 and earned during fiscal 2018 and paid in July 2018 for 2020, 2019 and 2018, respectively, under our Incentive Plan. (5) The amounts set forth in this column reflect the change in present value of the executive officer’s accumulated benefits under the RPM International Inc. Retirement Plan (the “Retirement Plan”). During 2020, 2019 and 2018, there were no above-market or preferential earnings on nonqualified deferred compensation. As of May 31, 2020, Michael H. Sullivan had not met the eligibility requirements of the Retirement Plan. (6) All Other Compensation includes Company contributions to the 401(k) plan, life insurance premiums, automobile allowances, financial/estate planning, periodic executive physical examinations and charitable matching programs. For each named executive officer for whom the total value of all personal benefits exceed $10,000 in fiscal 2020, the amount of incremental cost to the Company for each personal benefit listed below, if applicable and to the extent such cost exceeded the greater of $25,000 or 10% of the total personal benefits for such named executive officer is as follows: leased automobile: Frank C. Sullivan $28,006; and life insurance premiums: Frank C. Sullivan $138,717 and Mr. Moore $79,429. Life insurance coverage amounts have not changed for these named executive officers. However, as each named executive officer ages, life insurance premiums increase. Pay Ratio Disclosure For fiscal 2020, we estimate that the ratio of the total annual compensation of our Chief Executive Officer ($9,183,765) to the total annual compensation of our median employee ($57,290) is 160:1. We determined our median employee based on total cash and equity compensation paid to our active employees as of March 1, 2020. 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 2020 Summary Compensation Table above. 37