SEC Document

Table of Contents





In July 2017, the Compensation Committee determined, on a percentage basis, the portion of the aggregate cash incentive award pool under the Incentive Plan to be awarded to each of the Covered Employees under Section 162(m) of the Internal Revenue Code in respect of the Company’s performance for the fiscal year ending May 31, 2018 as follows: Mr. Sullivan, 40%; Mr. Rice, 30%; Mr. Moore, 15%; and Ms. Kastner, 15%. Mr. Gordon, the Chief Financial Officer of the Company, although not a Covered Employee under the Section 162(m) definition, is eligible to receive cash incentive compensation for fiscal 2018 based on the same performance criteria as the Covered Employees listed above. The Compensation Committee also determined that for fiscal 2018 the cash incentive compensation paid would range from zero to 150% of salary with a target of 100% of salary for each of the Covered Employees and Mr. Gordon.

As disclosed above, the Incentive Plan in place for fiscal 2017 provided for an aggregate cash incentive compensation award pool of approximately $7.0 million. The maximum portion of the award pool, subject to the limitations of the Incentive Plan, that each Covered Employee could be awarded was: Mr. Sullivan – 40% or $2,800,000; Mr. Rice – 30% or $2,100,000; Mr. Moore – 15% or $1,050,000; and Ms. Kastner – 15% or $1,050,000. However, the Compensation Committee had set a maximum award of 150% of the Covered Employee’s base salary as a limit, with a target award of 100% of the Covered Employee’s base salary. As a result, the maximum award that could be earned by the Covered Employee was: Mr. Sullivan – $1,455,000; Mr. Rice – $1,095,000; Mr. Moore – $555,000; and Ms. Kastner – $465,000. The actual awards were as follows: Mr. Sullivan, $730,000; Mr. Rice, $550,000; Mr. Moore, $350,000; and Ms. Kastner, $190,000.





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