PROXY STATEMENT SUMMARY
Enterprise-Wide Risk Oversight
The Board of Directors, assisted by its committees, oversees managements enterprise-wide risk management activities. Risk management activities include assessing
and taking actions necessary to manage risk incurred in connection with the long-term strategic direction and operation of the Companys business. See Information Regarding Meetings and Committees of the Board of
Directors Role in Risk Oversight for further information.
The Companys executive compensation program utilizes a mix of base salary, annual and long-term cash incentives, equity awards and standard benefits to attract and
retain highly qualified executives and maintain a strong relationship between executive pay and Company performance. Ninety-seven percent (97%) of the votes cast on the say-on-pay proposal last year were voted in support of the compensation of our named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and
the related compensation tables and narratives in last years Proxy Statement. The Compensation Committee will continue to consider results from future stockholder advisory votes, as well as input from its stockholders between meetings, in its
ongoing evaluation of the Companys executive compensation programs and practices.
Overall Compensation Program Principles
Pay for performance The Companys general compensation philosophy is performance-based in that the Companys executive officers should
be well compensated for achieving strong operating and financial results. The Company engages in a rigorous process intended to provide its executive officers a fair level of compensation that reflects the Companys positive operating financial
results, the relative skills and experience of the individuals involved, peer group compensation levels and other similar benchmarks.
Compensation weighted toward
at-risk pay The mix of compensation of the Companys named executive officers is weighted toward at-risk pay (consisting of cash and equity
compensation). Maintaining this pay mix results in a pay-for-performance orientation, which aligns to the Companys compensation philosophy of paying total direct
compensation that is competitive with peer group levels based on relative company performance. For fiscal 2017, since no shares of Performance Earned Restricted Stock (PERS) were granted to our named executive officers, 20% of the
amounts of the principal compensation components for our named executive officers in the aggregate was variable and tied to our performance.
Benchmark Study In 2016, the Compensation Committee retained the professional consulting firm of Willis Towers Watson to conduct an executive compensation benchmark study. Based on its analysis and findings, Willis Towers Watson concluded
that our Chief Executive Officers 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.
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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