of compensation that reflects RPMs operating and financial results, the relative skills and experience of the individuals involved, peer group compensation levels and other similar
The Compensation Committee has designed compensation policies and programs for our executive officers which are intended to compensate the executive
officers at about the market median for a relevant group of similarly-sized companies and competitors within RPMs industry, with the potential for higher than average compensation when our performance
levels exceed our annual business plan. Our primary compensation goals are to retain key leaders, reward good past performance, incentivize strong future performance and align executives long-term interests with those of our stockholders.
Role of the Compensation Committee
The Compensation Committee Charter provides
for the Compensation Committee to oversee RPMs compensation programs and, in consultation with the Chief Executive Officer and the President and Chief Operating Officer, develop and recommend to the Board of Directors an appropriate
compensation and benefits philosophy and strategy for RPM. The Compensation Committee consists of three independent Directors who are appointed to the Compensation Committee by, and report to, the entire Board of Directors. Each member of the
Compensation Committee qualifies as a non-employee director within the definition of Rule 16b-3 under the Exchange Act, as an outside
director within the meaning of Section 162(m) of the Internal Revenue Code, and as an independent director under the rules of the NYSE. The
Compensation Committee Charter is available on our website at www.rpminc.com.
Role of Executives in
Our Chief Executive Officer and our President and Chief Operating Officer, together with the Compensation Committee, review assessments
of executive compensation practices at least annually against our defined comparative framework. These assessments involve the gathering of compensation data, such as base salary, cash incentive and equity awards for similarly situated officers at
companies in the diversified chemicals and specialty chemicals industries which fall within a reasonable size range (in terms of sales) and operate businesses similar to that of the Company. See Comparative Framework for more information
about this review. With this information in hand, and as stated under the heading Overview, our Chief Executive Officer and our President and Chief Operating Officer recommend to the Compensation Committee levels of compensation for
themselves and for the other named executive officers that are at about the market median for a relevant group of similarly-sized companies and competitors within RPMs industry and aligned
with our intended pay philosophy. After receiving the recommendations of our Chief Executive Officer and our President and Chief Operating Officer, the Compensation Committee meets without our Chief Executive Officer and our President and Chief
Operating Officer present to consider their recommendations. The Compensation Committee must approve any recommended changes before they can be made.
We periodically evaluate the competitiveness of our executive compensation programs. In 2016, the Compensation Committee retained the professional compensation consulting
firm of Willis Towers Watson to conduct a compensation benchmark study. Willis Towers Watson reviewed and evaluated our compensation packages for our key officers in light of the levels of compensation being offered by companies in the specialty
chemicals industry and other related industries which fall within a reasonable size range (in terms of revenues) and operate businesses similar to that of the Company. The compensation peer group companies included in Willis Towers Watsons
compensation benchmark study were:
RPM International Inc. (NYSE: RPM) owns subsidiaries that are world leaders in coatings, sealants, building materials and related services. From homes to precious landmarks worldwide, their brands are trusted by consumers and professionals alike to protect, improve and beautify. Among its leading consumer brands are Rust-Oleum, DAP and Zinsser. Learn more about RPM brands >>
RPM is a compelling long-term investment.
The percent by which RPM's 10-year total return has bested the S&P 500. More reasons >>
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