Corporate Governance
CORPORATE GOVERNANCE PRACTICES THAT DRIVE SHAREHOLDER VALUE

Guided by a belief that what benefits our associates is likewise good for the business and its stockholders, coupled with our desire to Build a Better World, RPM has developed corporate governance and ethics practices that create long-term stakeholder value by leveraging the success of its 15,500 associates worldwide and promoting balanced decisions and reasonable oversight through thoughtful leadership.

Our culture of continuous improvement is largely guided by The Value of 168, a corporate philosophy set forth by RPM’s founder Frank C. Sullivan. The Value of 168 comes to life through motivated associates who enjoy their work and create the conditions that allow our customers to grow and our stakeholders to prosper. Our code of business conduct and ethics, The Values & Expectations of 168, and its core principles are the cornerstone for all decision-making at RPM.

Since 1977, outside Directors have comprised a majority of our Board of Directors, with only independent Directors having served on the Audit and Compensation Committees. These practices were in place at RPM nearly three decades prior to being mandated by the New York Stock Exchange.

With our leading code of conductpolicies, commitment to transparency, independent board and generous benefits program, RPM fosters and encourages a culture of excellence, diversity, equity and inclusivity.  Our commitment to meeting high standards of ethical behavior, corporate governance and business conduct has led RPM to implement the practices shown here.

In fiscal 2021, RPM established an Environmental, Social and Governance Oversight Committee comprised of, among others, RPM’s Vice President – Corporate Benefits & Risk Management, Senior Vice President, General Counsel and Chief Compliance Officer, and Vice President – Operations and Chief Restructuring Officer, to:

  • oversee the publication of RPM’s ESG Report, which shall be published at least every other year;
  • determine which ESG risks and opportunities are of strategic significance to RPM, and recommend policies, practices and disclosures relating to same to the Chief Executive Officer and the Board of Directors;
  • prepare and submit a written report, at least annually, to the Governance and Nominating Committee of the Board of Directors concerning ESG matters; and
  • develop a framework to monitor RPM’s compliance with ESG matters.

We, at RPM, are committed to competing vigorously in all aspects of business but will only do so in an ethical and responsible manner.  In our drive to Build a Better World we will continue to be responsible entrepreneurs and always behave with the highest integrity and moral courage.

We invite you to learn more about RPM and its practices by exploring this website and reading our Values & Expectations of 168 as well as our ESG Report.


BOARD DIVERSITY

When identifying and evaluating candidates for Board roles, the Committee actively seeks qualified candidates who reflect diverse backgrounds. In January 2020, RPM formalized this commitment by adopting the Rooney Rule for filling Board vacancies — a mandate to include diverse candidates in the selection pool for each new Board vacancy, accounting for diversity in ethnicity and gender.

A HISTORY OF GENDER DIVERSITY

We are proud of out long-standing commitment to gender diversity, particularly on our Board.

  • Lorrie Gustin 1992 to 2002
  • Dr. Jerry Sue Thornton 1999 to 2017
  • Jenniffer D. Deckard 2015 to present
  • Julie A. Lagacy 2017 to present
BOARD STRUCTURE

BOARD COMPOSITION

  • 11 Directors total
  • 10 Directors who are independent under RPM’s Corporate Governance Guidelines and the New York Stock Exchange listing standards
  • 2 female Directors and 1 person of color Director

BOARD COMMITTEES

  • Audit
  • Compensation
  • Governance and Nominating
  • Executive

All Directors on the Audit, Compensation, and Governance and Nominating Committees are independent.

Board of Directors Committee Composition
Below is a summary of RPM’s committee structure and membership information for its board of directors. To read more about any of the committees, click on committee names in the chart below.
TABLE KEY
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RPM’s Growth Strategy Creates Value for All
168: Our Founder’s Favorite Number



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2628 Pearl Road P.O. Box 777 Medina, OH 44258 | 330-273-5090 | info@rpminc.com
Fortune 500 2021

© RPM International Inc.

© RPM International Inc.