RPM 2020 Proxy Statement

DIRECTOR COMPENSATION (CONTINUED) Directors who are not employees of or consultants to the Company received a quarterly fee of $25,000. In addition, the Chair of the Governance and Nominating Committee received a quarterly fee of $3,750, and the each of the Audit Committee Chair, the Compensation Committee Chair, and the Co-Chairs of the Operating Improvement Committee received a quarterly fee of $5,000. Each of the other members of the Operating Improvement Committee also received a quarterly fee of $2,500. The Lead Director also received a total quarterly retainer of $7,500, representing the sum of any Committee Chair fee plus a Lead Director fee. With respect to equity compensation, Directors (other than Frank C. Sullivan) received grants of a number of shares of restricted stock in an amount approximately equal to $140,000. In July 2012, the Company adopted minimum stock ownership guidelines for its executive officers and Directors under which each Director who had served on the Board of Directors for at least five years was expected to own Common Stock with a value of at least four times the annual cash retainer for Directors. In July 2014, the Company increased the minimum stock ownership guidelines for its Directors from four times to five times the annual cash retainer for Directors. Directors are expected to achieve targets within five years of the later of the date of initial adoption of the minimum stock ownership guidelines or the date of such Director’s initial appointment as a Director. Each of the Company’s Directors meets the minimum stock ownership guidelines, except for Mr. Andrews and Ms. Lagacy. Mr. Andrews joined the Board of Directors in June 2018 and is expected to achieve compliance with the minimum stock ownership guidelines before June 2023. Ms. Lagacy joined the Board of Directors in July 2017 and is expected to achieve compliance with the minimum stock ownership guidelines before July 2022. Under the Company’s stock ownership guidelines for Directors, each Director who has served on the Board of Directors for at least five years is expected to own Common Stock with a value of at least five times the annual cash retainer for Directors. 52