RPM 2020 Proxy Statement

EXECUTIVE COMPENSATION (CONTINUED) Option Exercises and Stock Vested during Fiscal 2020 This table provides information for the named executive officers on stock option and SAR exercises and restricted stock vesting during fiscal 2020, including the number of shares acquired upon exercise and the value realized, before payment of any applicable withholding tax and broker commissions. Option Awards Stock Awards Name (a) Number of Shares Acquired on Exercise (#)(b) Value Realized on Exercise ($) (c) Number of Shares Acquired on Vesting (#) (d) Value Realized on Vesting ($) (e) Frank C. Sullivan 200,000 10,506,000 58,438 3,953,494 Russell L. Gordon 0 0 12,500 830,625 Edward W. Moore 45,000 754,275 14,909 1,010,770 Janeen B. Kastner 0 0 8,000 531,600 Michael H. Sullivan 0 0 0 0 Pension Benefits for Fiscal 2020 Name (a) Plan Name (b) Number of Years Credited Service at Fiscal Year End (c) Present Value of Accumulated Benefit ($) (d) Payments During Last Fiscal Year ($) (e) Frank C. Sullivan RPM International Inc. Retirement Plan 31.3 1,007,835 0 Russell L. Gordon RPM International Inc. Retirement Plan 25.3 712,380 0 Edward W. Moore RPM International Inc. Retirement Plan 13.6 602,967 0 Janeen B. Kastner RPM International Inc. Retirement Plan 23.3 660,469 0 Michael H. Sullivan (1) RPM International Inc. Retirement Plan 0.0 0 0 (1) As of May 31, 2020, Michael H. Sullivan had not met the service requirements to be a participant in the Retirement Plan. The preceding table shows the present value of accumulated benefits payable to each named executive officer, including each such named executive officer’s number of years of credited service, under our Retirement Plan determined using interest rate and mortality rate assumptions consistent with those used in our financial statements. The Retirement Plan is a funded and tax qualified retirement plan. The monthly benefit provided by the Retirement Plan’s formula on a single life annuity basis is equal to the sum of 22.5% of a participant’s average monthly compensation, reduced pro rata for years of benefit service (as defined in the Retirement Plan) less than 30 years, plus 22.5% of a participant’s average monthly compensation in excess of his or her monthly Social Security covered compensation, reduced pro rata for years of benefit service less than 35 years. Average monthly compensation is the average monthly compensation earned during the 60 consecutive months providing the highest such average during the last 120 months preceding the applicable determination date. The compensation used to determine benefits under the Retirement Plan is generally a participant’s W-2 compensation, adjusted for certain amounts, but may not exceed the limit under the Internal Revenue Code which is applicable to tax qualified plans ($280,000 for 2019). Compensation for each of the named executive officers during 2019 only includes $280,000 of the amount shown for 2019 in column (c) of the Summary Compensation Table. A participant’s Social Security covered compensation is based on the average of the Social Security taxable wage bases in effect during the 35-year period ending with his attainment of the Social Security retirement age assuming his compensation is and has always been at least equal to the taxable wage base. Benefits are payable as an annuity or in a single lump sum payment and are actuarially adjusted to reflect payment in a form other than a life annuity. Life annuity benefits are 44