SEC Document


Table of Contents

 

EXECUTIVE COMPENSATION (CONTINUED)

 

 

Willis Towers Watson reviewed both published survey data from the 2015 Willis Towers Watson CDB General Industry Executive Compensation Survey Report and compensation peer group proxy statement data to determine competitive pay levels for the executives for the following elements of compensation: base salary, actual total cash compensation (the sum of salary and actual bonuses received), long-term incentives, and actual total direct compensation (the sum of base salary, actual annual bonuses and long-term incentives). Based on its analysis and findings, Willis Towers Watson

concluded that our Chief Executive Officer’s actual total direct compensation was competitive with the market median, and that his compensation was weighted more toward long-term incentives than is typical in the market. Overall, Willis Towers Watson concluded that our named executive officers’ salaries and total cash compensation are generally at or below the market median, and that their long-term incentives and total direct compensation are generally at or above the market median.

 

 

 

LOGO

 

Specifically with regard to our Chief Executive Officer, Willis Towers Watson found that compared to similarly sized general industry companies, his base salary was 7% below the market median, and that his actual total cash compensation was 21% below the market median. Long-term incentives for our Chief Executive Officer were 41% above the market median. Overall, our Chief Executive Officer’s actual total direct compensation was 18% above the market median. Willis Towers Watson considers long-term incentives and actual total direct compensation to be competitive with the market if such amounts are within 20% of the market median.

Elements of Compensation

Our named executive officer compensation program for fiscal 2017 included three main elements:

 

  Base salary;

 

  Annual cash incentive compensation; and

 

  Performance-based equity incentives, including restricted stock and stock appreciation rights.

Pay Mix

We use these particular elements of compensation because we believe that they provide a balanced mix of fixed compensation and at-risk compensation that produces short-term and long-term performance incentives and rewards. With this balanced portfolio, we provide the executive with a competitive base salary while motivating the executive to focus on the business metrics that will produce a high level of performance for the Company and provide the executive with additional compensation through short- and long-term incentives.

 

 

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