RPM 2020 Proxy Statement

EXECUTIVE COMPENSATION (CONTINUED) Option Awards Stock Awards Name (a) Number of Securities Underlying Unexercised Options (#) Exercisable (b) Number of Securities Underlying Unexercised Options (#) Unexercisable (c) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) Option Exercise Price ($) (e) Option Expiration Date (f) Number of Shares or Units of Stock That Have Not Vested (#) (g) Market Value of Shares or Units of Stock That Have Not Vested ($) (1) (h) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2) (i) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3) (j) Janeen B. Kastner SERP Restricted Stock 23,458 (16) 1,754,189 PERS 5,000 (17) 373,900 PERS 9,000 (6) 673,020 (6) PSU 32,000 (7) 2,392,960 (7) SARs 30,000 0 44.6000 7/21/2024 30,000 0 47.1400 7/20/2025 22,500 7,500 (8) 50.9900 7/25/2026 15,000 15,000 (9) 55.1900 7/17/2027 7,500 22,500 (10) 60.0100 7/16/2028 0 20,000 (11) 62.1700 7/18/2029 Michael H. Sullivan PSU 16,000 (7) 1,196,480 (7) (1) Market value of Common Stock reported in column (h) was calculated by multiplying $74.78, the closing market price of the Company’s Common Stock on May 29, 2020, the last business day of fiscal 2020, by the number of shares. (2) Represents the maximum number of shares that could be paid out. (3) Market value of equity incentive awards of stock reported in column (j) was calculated by multiplying the closing market price of the Company’s Common Stock on May 29, 2020, the last business day of fiscal 2020, by the maximum number of shares that could be paid out. (4) These shares of SERP restricted stock vest on the fifth anniversary of the May 31st immediately preceding the date on which each grant of restricted stock was made. These shares could vest earlier upon the death or disability of Frank C. Sullivan, upon termination without cause, or upon a change of control of the Company prior to those dates. (5) These PERS vest according to the following schedule: 20,000 shares on July 18, 2022. (6) In early fiscal 2020, the Compensation Committee determined the maximum number of and performance goals for the award of PERS with respect to fiscal 2020. Market value reported in column (j) was calculated by multiplying the closing market price of the Company’s Common Stock on May 29, 2020 by the estimated number of shares in column (i). (7) The PSU awards were made pursuant to the 2014 Omnibus Plan and are contingent upon the level of attainment of performance goals for the three-year period from June 1, 2018 ending May 31, 2021 and the three-year period from June 1, 2019 ending May 31, 2022. The determination of whether and to what extent the PSU awards are achieved will be made following the close of fiscal year 2021 and fiscal year 2022, respectively. The amounts set forth in columns (i) and (j) assume the maximum amount of PSU are awarded. (8) These SARs become exercisable on July 25, 2020. (9) These SARs become exercisable in two equal installments on July 17, 2020 and July 17, 2021. (10) These SARs become exercisable in three equal installments on July 16, 2020, July 16, 2021 and July 16, 2022. (11) These SARs become exercisable in four equal installments on July 18, 2020, July 18, 2021, July 18, 2022 and July 18, 2023. 42