RPM DEF 14A

Rpm International Inc/De/ (RPM)

DEF 14A 2026-08-25 For: 2026-10-08

View Original

Added on August 25, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →



1		To elect twelve Directors to serve on the Board;

2		To hold a non-binding, advisory vote to approve the Company’s executive compensation;

3		To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending May 31, 2027; and

4		To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.



		Proxy Statement Summary			2

		Voting Rights			10

		Proposal One – Election of Directors			11

		Information Regarding Meetings and Committees of the Board of Directors			24

		Proposal Two – Advisory Vote on Executive Compensation			31

		Compensation Discussion and Analysis			33

		Summary Compensation Table			47

		Pay Ratio Disclosure			48

		Pay Versus Performance			62

		Director Compensation			67

		Related Person Transactions			68

		Forward-Looking Statements			69

		Equity Compensation Plan Information			70

		Delinquent Section 16(a) Reports			70

		Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm			71

		Report of the Audit Committee of the Board of Directors			73

		Stock Ownership of Principal Holders and Management			74

		Stockholder Proposals for 2027 Annual Meeting			76

		Other Matters			77


Meeting Details		How to Vote
	DATE Thursday, October 8, 2026		BY PHONE Call 1-800-690-6309 by 11:59 PM, Eastern Daylight Time, on October 7, 2026 for shares held directly or 11:59 PM, Eastern Daylight Time, on October 5, 2026 for shares held in a Plan

	TIME 1:30 PM, Eastern Daylight Time		BY MAIL Sign, date and return your proxy card or voting instruction form by October 7, 2026

	VIRTUAL MEETING Online at: www.virtualshareholdermeeting.com/RPM2026		BY TABLET OR SMARTPHONE Online at: www.virtualshareholdermeeting.com/RPM2026

	RECORD DATE Shareholders of record on the close of business on August 14, 2026 are entitled to vote at the 2026 Annual Meeting.		BY INTERNET Using your computer visit proxyvote.com until 11:59 PM, Eastern Daylight Time, on October 7, 2026 for shares held directly or 11:59 PM, Eastern Daylight Time, on October 5, 2026 for shares held in a Plan or vote online on October 8, 2026 during the Annual Meeting at: www.virtualshareholdermeeting.com/RPM2026



Proposals		Board Recommendation	Page

1	To elect twelve Directors to serve on the Board	FOR each Director	11

2	To hold a non-binding, advisory vote to approve the Company’s executive compensation	FOR	31

3	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending May 31, 2027	FOR	71



Board Independence		Eleven of the twelve Director nominees are independent under the Company’s Corporate Governance Guidelines and NYSE listing standards. All members of the Audit Committee, the Compensation Committee and the Governance and Nominating Committee are independent.

Independent Directors Meetings		Independent Directors meet in executive sessions each year in January, April and July, without management present.

Lead Director		One independent Director serves as Lead Director.

Declassified Board		At our 2024 Annual Meeting of Stockholders, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to declassify our Board. Beginning with this year’s Annual Meeting, all of our Directors will be elected on an annual basis.

Majority Voting for Directors		In an uncontested election, any nominee for Director who receives more votes “withheld” from his or her election than votes “for” such election is expected to tender his or her resignation for prompt consideration by the Governance and Nominating Committee and by the Board of Directors.

Director Tenure		The average tenure of our independent Directors will be 5.8 years as of the date of the Annual Meeting, and seven of our eleven independent Directors have joined the Board of Directors since 2021.

Stock Ownership Guidelines for Directors and Named Executive Officers		The Company adopted stock ownership guidelines for Directors and named executive officers in 2012, and the Company increased the stock ownership guidelines for Directors in 2014 and named executive officers in 2022. Each of the Directors and named executive officers satisfies the stock ownership guidelines or is within the grace period provided by the stock ownership guidelines to achieve compliance.

Annual Board and Chief Executive Officer Self-Evaluations		Each year, the Governance and Nominating Committee of the Board of Directors administers self-evaluations of the Board of Directors and its committees, and the Compensation Committee of the Board of Directors administers an evaluation of the Chief Executive Officer.

Hedging and Pledging Transactions Prohibited		Short sales, pledging and hedging transactions of shares of the Company’s Common Stock by Directors, officers and employees are prohibited by the Company’s insider trading policy.

Performance-Based Compensation		The Company relies heavily on performance-based compensation for executive officers, including awards of performance-based restricted stock.

Double-Trigger Vesting Provisions		The Amended and Restated RPM International Inc. 2014 Omnibus Equity and Incentive Plan (the “2014 Omnibus Plan”) and the RPM International Inc. 2024 Omnibus Equity and Incentive Plan (the “2024 Omnibus Plan”) provide double-trigger vesting provisions for long-term equity awards.

Clawback Policies		Since 2012, the Company has maintained a clawback policy (the “Clawback Policy”) under which the Board of Directors may require reimbursement of certain bonuses or incentive compensation awarded to an executive officer if, as the result of that executive officer’s misconduct, the Company is required to restate all or a portion of its financial statements. In addition to the Clawback Policy, in October 2023 the Board of Directors adopted the RPM International Inc. Incentive-Based Compensation Clawback Policy (the “NYSE Clawback Policy”) in accordance with NYSE listing standards. The NYSE Clawback Policy provides for the recovery of certain incentive-based compensation in the event of an Accounting Restatement (as defined in the NYSE Clawback Policy).

Chief Executive Officer Succession Planning		The Company’s succession plan, which the Board of Directors reviews annually, addresses both an unexpected loss of the Chief Executive Officer as well as longer-term succession.

The Values & Expectations of 168		The Company’s code of business conduct and ethics, entitled “The Values & Expectations of 168,” emphasizes individual responsibility and accountability, encourages reporting and dialogue about business practices, ethics, or integrity concerns, and focuses on the Company’s values of transparency, trust and respect.

Statement of Governance Policy		The Board of Directors adopted our Statement of Governance Policy in 2016, which recognizes that conducting our business in conformity with The Values & Expectations of 168 is essential to advancing our fundamental objective of building long-term stockholder value.


Julie A. Beck Director since 2025 Age: 64 Committee: Audit Shares of Common Stock beneficially owned: 1,400	Experience Senior Vice President, Chief Financial Officer and Treasurer of MSA Safety Incorporated (NYSE: MSA), a global leader in the development of advanced safety products and solutions that protect people and facility infrastructures, since August 2025. Ms. Beck was formerly Senior Vice President and Chief Financial Officer of Terex Corporation (NYSE: TEX), a global industrial equipment manufacturer, from January 2022 until April 2025. With over 30 years of financial leadership experience across a variety of public and private organizations, Ms. Beck has built a reputation for driving growth through strategic planning, mergers and acquisitions, and digital transformations. Prior to her role at Terex, Ms. Beck held executive-level positions at NOVA Chemicals, Joy Global and Temple-Inland, as well as serving on the board of Invacare Corporation. Ms. Beck serves on the board of Carpenter Technology Corporation (NYSE: CRS), a recognized leader in high-performance specialty alloy materials and process solutions. Ms. Beck previously served on the board of Tronox Holdings plc (NYSE: TROX), one of the world’s leading producers of high-quality titanium products, until September 2025. Ms. Beck earned a B.B.A. in accounting from the University of Wisconsin-Madison and is a certified public accountant.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Ms. Beck should serve as a Director because of her deep expertise in global finance, IT strategy and continuous improvement. Her experience enables Ms. Beck to provide keen insight, diverse perspectives and valuable guidance as the Company advances its financial and operational strategies. Also, with her considerable financial background, Ms. Beck is a financial expert for the Company’s Audit Committee.	• Financial • Strategic • Technology • Management Development	• Acquisitions • Capital Allocation


Jenniffer D. Deckard Director since 2015 Age: 60 Committee: Audit Shares of Common Stock beneficially owned: 17,185	Experience Chief Finance, Administrative & Operating Officer of The Sisters of Notre Dame of the United States (the “SND”). The SND is a community of religious women whose ministries include, but are not limited to, the founding and serving of faith-based institutions, including educational, retirement, health, and other charitable organizations. Ms. Deckard is the first lay person to manage finances, administration and operations for the SND. Former President and Chief Executive Officer of Covia Holdings Corporation, a leading provider of minerals and materials solutions for the industrial and energy markets (formerly, NYSE: CVIA). Ms. Deckard also served as a director on Covia’s board of directors from 2018 until May 2019. Covia filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in June 2020. Ms. Deckard previously served as President, Chief Executive Officer and director of Fairmount Santrol Holdings Inc. from 2013 until 2018, when Fairmount Santrol and Unimin Corporation merged to form Covia. Ms. Deckard also serves on the board of the Great Lakes Construction Company, an Ohio-based heavy civil engineering and construction company, where Ms. Deckard serves on the board’s investment, audit and finance (which she chairs) committees. Ms. Deckard also serves on the non-profit board of University Hospitals, including serving on the finance committee and serving as Vice-Chair of the Board. Ms. Deckard also serves on the finance committee of the SND and the finance committee for the International Congregations of the Sisters of Notre Dame. Ms. Deckard received a bachelor of science from the University of Tulsa and an M.B.A. degree from Case Western Reserve University.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Ms. Deckard should serve as a Director because of her extensive executive management experience and financial expertise, including her service as President and Chief Executive Officer of Covia. In that position, Ms. Deckard dealt with many of the major issues, such as financial, strategic, technology, compensation, management development, acquisitions, capital allocation, government and stockholder relations, that the Company deals with today. She has significant experience in sustainability-related matters. With her extensive financial background, Ms. Deckard is a financial expert for the Company’s Audit Committee. Ms. Deckard also provides the Board of Directors a valuable perspective as a member of the boards of several prominent local non-profit organizations.	• Financial • Strategic • Technology • Compensation • Management Development	• Acquisitions • Capital Allocation • Government and Stockholder Relations • Sustainability


Salvatore D. Fazzolari Director since 2013 Age: 74 Committees: Audit, Executive Shares of Common Stock beneficially owned: 21,578	Experience Retired Chair, President and Chief Executive Officer of Harsco Corporation (now known as Enviri Corp.), a global environmental solutions company. Mr. Fazzolari served as Chair and Chief Executive Officer of Harsco Corporation from 2008 until 2012, in addition to serving as its President from 2010 until 2012. During the course of his over 30 years of service to Harsco Corporation, Mr. Fazzolari held various other positions, including President (2006 – 2007), Chief Financial Officer (1998 – 2007) and Treasurer and Corporate Controller. Mr. Fazzolari is a certified public accountant (inactive) and a certified information systems auditor (inactive). He serves on the board of directors of Bollman Hat Company (a global headwear company with a collection of leading lifestyle brands) and McKenzie Creative Brands (a designer and manufacturer of taxidermy supplies and customizable architectural décor products). He previously served on the board of directors of Gannett Fleming, Inc. until December 2022. He earned his bachelor of business administration degree in accounting from Pennsylvania State University.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Mr. Fazzolari should serve as a Director because of his extensive executive management experience, including his service as Chair, President and Chief Executive Officer of Harsco Corporation. In that position, Mr. Fazzolari dealt with many of the major issues, such as financial, strategic, technology, compensation, management development, acquisitions, capital allocation, government, environmental solutions and stockholder relations, that the Company deals with today. Mr. Fazzolari has almost four decades of extensive experience in the metals and minerals markets in developing innovative solutions that significantly improve the environment. His past board service includes chairing an audit committee where he was responsible for overseeing cybersecurity matters. Also, Mr. Fazzolari has extensive global experience, and because of his considerable financial background, he is a financial expert for the Company’s Audit Committee and serves as its chair.	• Financial • Strategic • Technology • Compensation • Management Development	• Acquisitions • Capital Allocation • Government and Stockholder Relations • Environmental Solutions


Thomas C. Gentile, III Director since 2026 Age: 62 Committee: Compensation Shares of Common Stock beneficially owned: 0	Experience Chair, Chief Executive Officer and President of Hexcel Corporation, a global leader in advanced lightweight composites technology (NYSE: HXL). Mr. Gentile became Hexcel’s Chief Executive Officer and President in May 2024 and was appointed Chair of Hexcel’s board of directors in December 2024. Prior to joining Hexcel, Mr. Gentile served as president, chief executive officer and a director of Spirit AeroSystems from 2016 until 2023. He previously spent 19 years at General Electric, where he held a succession of leadership roles across the U.S., France and Australia. During his tenure at General Electric, his executive positions included president and chief operating officer of GE Capital, president and chief executive officer of GE Healthcare Systems, and president and chief executive officer of GE Aviation Services. Earlier in his career, Mr. Gentile held leadership and strategy roles with McKinsey & Company, CBS and General Motors. Mr. Gentile sits on the board of the U.S. Chamber of Commerce and is a member of the Executive Committee of the Aerospace Industries Association. He is an emeritus board member of the Smithsonian National Air and Space Museum and serves on the advisory boards for Wichita State University’s Barton School of Business and ALS Finding a Cure. He previously served as chairman of the board of directors for InSightec and was President of the Wings Club Foundation. Mr. Gentile holds a bachelor’s degree in economics and an M.B.A. degree from Harvard University. He also studied international relations at the London School of Economics.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Mr. Gentile should serve as a Director because of his extensive executive management experience, including his service as Chair, President and Chief Executive Officer of Hexcel. In that position, Mr. Gentile deals with many of the major issues, such as financial, strategic, technology, compensation, management development, acquisitions, capital allocation, government and investor relations, that the Company deals with today.	• Financial • Strategic • Technology • Compensation • Management Development	• Acquisitions • Capital Allocation • Government and Stockholder Relations


Robert A. Livingston Director since 2017; Lead Director Age: 72 Committees: Compensation, Executive Shares of Common Stock beneficially owned: 18,473	Experience Retired President and Chief Executive Officer, Dover Corporation, a diversified manufacturer (NYSE: DOV). Mr. Livingston served as Dover’s President and Chief Executive Officer from 2008 until his retirement in 2018. Previously, he held positions with Dover business units Dover Engineered Systems, Inc. (as President and Chief Executive Officer) from 2007 until 2008, and Dover Electronics, Inc. (as President and Chief Executive Officer) from 2004 until 2007. Mr. Livingston was previously the President of Vectron International, Inc., a Dover business unit, from 2001 until 2004, and the Executive Vice President (from 1998 until 2001) and Vice President, Finance and Chief Financial Officer (from 1987 until 1998) of Dover Technologies, Inc. Prior to its acquisition by Dover in 1983, Mr. Livingston was Vice President, Finance of K&L Microwave, and continued to serve in that capacity until 1984, when he became Vice President and General Manager of K&L Microwave until 1987. Mr. Livingston was a director of Dover Corporation from 2008 until his retirement in 2018. Since December 2018, Mr. Livingston has been a director of Amphenol Corporation, a manufacturer of electrical and fiber optic connectors and interconnect systems (NYSE: APH), where he serves on Amphenol’s audit, compensation (which he chairs) and executive committees. Mr. Livingston received his B.S. degree in business administration from Salisbury University.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Mr. Livingston should serve as a Director because of his extensive executive management experience, including his service as President and Chief Executive Officer of Dover. In that position, Mr. Livingston dealt with many of the major issues, such as financial, strategic, technology, compensation, management development, acquisitions, capital allocation, government and investor relations, that the Company deals with today.	• Financial • Strategic • Technology • Compensation • Management Development	• Acquisitions • Capital Allocation • Government and Stockholder Relations


Christopher L. Mapes Director since 2025 Age: 64 Committee: Compensation Shares of Common Stock beneficially owned: 1,400	Experience Retired Executive Chair of Lincoln Electric (Nasdaq: LECO), a position Mr. Mapes held from January 2024 until his retirement in December 2024. Prior to this, Mr. Mapes served as Chairman, President and Chief Executive Officer of Lincoln Electric where he drove record performance and positioned the company as an industry leader in automation and manufacturing innovation. Prior to Lincoln Electric, Mr. Mapes served as an Executive Vice President of A.O. Smith Corporation (NYSE: AOS). He also serves on the boards of The Timken Company (NYSE: TKR) (a global manufacturer of engineered bearings and power transmission products), Nordson Corporation (Nasdaq: NDSN) (an innovative precision technology company) and A.O. Smith Corporation (a leading manufacturer of residential and commercial water heating equipment and boilers, as well as a manufacturer of water treatment products), where he is the chair of the compensation committee and the presiding director. Mr. Mapes holds a bachelor’s degree from Ball State University, a J.D. from University of Toledo, and an M.B.A. degree from Kellogg School of Management, Northwestern University.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Mr. Mapes should serve as a Director because his over 30 years of leadership experience in industrial manufacturing and global growth initiatives, including his positions at Lincoln Electric, brings exceptional leadership and operational insight to the Board of Directors. His strong operational and financial acumen, coupled with his understanding of the challenges and opportunities in complex manufacturing environments, is instrumental to the Company’s future growth and efficiency initiatives.	• Financial • Strategic • Technology • Compensation • Management Development	• Acquisitions • Capital Allocation • Government and Stockholder Relations


Craig S. Morford Director since 2025 Age: 67 Committees: Governance and Nominating Shares of Common Stock beneficially owned: 11,491	Experience Retired General Counsel and Corporate Secretary of ExxonMobil Corporation (NYSE: XOM), one of the largest publicly traded international energy and petrochemical companies, where Mr. Morford led high-impact legal and compliance functions, including litigation, mergers and acquisitions, and environmental and regulatory affairs. Prior to ExxonMobil, Mr. Morford served as Chief Legal and Compliance Officer for Cardinal Health, Inc. (NYSE: CAH). In 2007, Mr. Morford was appointed by President George W. Bush to serve as acting deputy attorney general, the culmination of a distinguished 20-year career with the U.S. Department of Justice, including service as U.S. attorney in Detroit, Michigan and Nashville, Tennessee. Mr. Morford earned his bachelor’s degree in economics from Hope College and a J.D. from Valparaiso University School of Law.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Mr. Morford should serve as a Director because of his leadership and breadth of experience in compliance, governance and risk management for large global operations. His experience enables Mr. Morford to provide keen insight and diverse perspectives on several critical areas impacting the Company as the Company continues to grow its global operations.	• Strategic • Technology • Management Development • Corporate Governance	• Acquisitions • Government and Stockholder Relations • Environmental and Regulatory


Frederick R. Nance Director since 2007 Age: 72 Committees: Executive, Governance and Nominating Shares of Common Stock beneficially owned: 7,847	Experience Executive Group Member and former Global Managing Partner of Squire Patton Boggs (US) LLP, Attorneys-at-law, which serves clients from 40 offices across four continents. He received his B.A. degree from Harvard University and his J.D. degree from the University of Michigan. Mr. Nance joined Squire Patton Boggs directly from law school, became partner in 1987, served as the Managing Partner of the firm’s Cleveland office from 2002 until 2007, and served as the firm’s Regional Managing Partner from 2007 until 2017. From 2017 until the end of 2022, Mr. Nance served as the firm’s Global Managing Partner. Mr. Nance also served two four-year terms on the firm’s worldwide, seven-person Management Committee. In addition to his duties at Squire Patton Boggs, where he heads the firm’s U.S. Sports and Entertainment practice representing clients including LeBron James, Mr. Nance has served on the board of directors at the Cleveland Clinic for almost 20 years, where he is the Vice-Chair, Regulatory & Policy. Mr. Nance previously served on the board of the Greater Cleveland Partnership, which he chaired, and the board of McDonald & Company Investments, Inc. In 2015, Mr. Nance was inducted into the Northeast Ohio Business Hall of Fame.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Mr. Nance should serve as a Director primarily due to his significant legal background and global management experience. Mr. Nance’s background allows him to provide valuable insights to the Board of Directors, particularly in regard to corporate governance and risk issues that confront the Company. Mr. Nance also provides the Board of Directors a valuable perspective as a current or past member of the boards of several prominent local non-profit organizations.	• Management Development • Acquisitions • Capital Allocation • Strategic	• Corporate Governance • Non-profit Organizations
			• Corporate Governance • Non-profit Organizations


General Ellen M. Pawlikowski (Retired) Director since 2022 Age: 69 Committee: Audit Shares of Common Stock beneficially owned: 6,500	Experience Gen. Pawlikowski is a retired four-star general of the U.S. Air Force. In her last assignment, she served as Commander, Air Force Materiel Command, Wright-Patterson Air Force Base, Ohio, from 2015 until 2018. Gen. Pawlikowski entered active duty with the Air Force in 1982, and her distinguished 36-year career spanned a wide variety of technical management, leadership, and staff positions of increasing responsibility. She commanded five times as a general officer, commanding the MILSATCOM Systems Wing, the Air Force element of the National Reconnaissance Office, the Air Force Research Laboratory, the Space and Missile Systems Center, and Air Force Materiel Command. Nationally recognized for her leadership and technical management acumen, Gen. Pawlikowski has received the Women in Aerospace Life-Time Achievement Award, the National Defense Industrial Association’s Peter B. Teets Award, and the Air Force Association Executive Management Award. She is an Honorary Fellow of the American Institute of Aeronautics and Astronautics and a member of the National Academy of Engineers. She has served as a director of RTX Corporation (formerly Raytheon Technologies Corporation) (NYSE: RTX) since 2020, where she currently serves on the human capital and compensation committee. She was previously a director of Raytheon Company from 2018 until 2020, Intelsat S.A. from 2019 until February 2022, and Velo3D, Inc. (NYSE: VLD) from 2022 until June 2023.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Gen. Pawlikowski should serve as a Director because of the extensive senior leadership and management experience she gained during her distinguished military career in which she ultimately became a four-star general in the U.S. Air Force. As Commander, Air Force Materiel Command, Gen. Pawlikowski commanded 80,000 personnel and managed a budget of $60 billion on an annual basis. Her responsibilities also included addressing environmental, energy efficiency and conservation matters concerning U.S. Air Force operations, and Gen. Pawlikowski helped develop the U.S. Air Force’s cybersecurity plan. Her experience enables her to assist the Company with leadership development and provides a unique strategic perspective to the Company.	• Finance • Strategic • Technology • Cybersecurity	• Management Development • Acquisitions • Capital Allocation


Jeffrey D. Rowe Director Nominee Age: 56 Committee: Governance and Nominating* Shares of Common Stock beneficially owned: 0 * The Board of Directors anticipates that Mr. Rowe will join the Governance and Nominating Committee following his election as Director at the Annual Meeting.	Experience Executive Vice President and Chief Operating Officer of Archer-Daniels-Midland Company (“ADM”), a global leader in innovative solutions from nature (NYSE: ADM), effective August 17, 2026. Mr. Rowe previously served as Chief Executive Officer of Syngenta Group from January 2024 until August 1, 2026. Syngenta Group, headquartered in Switzerland, is one of the world’s largest agricultural innovation companies. Prior to becoming Chief Executive Officer, Mr. Rowe served as President of Syngenta Crop Production from July 2022 to December 2023 and President of Syngenta Seeds from 2016 to June 2022. Before joining Syngenta Group, Mr. Rowe served as Vice President, Strategic Services and Planning, at DuPont Pioneer from 2015 to 2016, Regional Director for DuPont Pioneer Europe from 2011 to 2015, Vice President, Biotech Affairs and Regulatory from 2008 to 2011 and Corporate Counsel from 2001 to 2008. Mr. Rowe began his career with Pioneer in 1995 in Supply Management. Mr. Rowe has a Bachelor of Science in Agricultural Economics from Iowa State University, a J.D. from Drake Law School, and a Global Executive M.B.A. from the New York University Stern School of Business and the London School of Economics.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Mr. Rowe should serve as a Director because of his extensive executive management experience, including as Executive Vice President and Chief Operating Officer of ADM and as Chief Executive Officer of Syngenta Group. His experience will enable Mr. Rowe to provide keen insight and diverse perspectives on several critical areas impacting the Company, including long-term strategic planning, global operations and business modeling.	• Financial • Strategic • Capital Allocation	• Management Development • Regulatory


Frank C. Sullivan Director since 1995 Age: 65 Committee: Executive Shares of Common Stock beneficially owned: 1,259,459	Experience Chair and Chief Executive Officer, RPM International Inc. Mr. Sullivan entered the University of North Carolina as a Morehead Scholar and received his B.A. degree in 1983. From 1983 to 1987, Mr. Sullivan held various commercial lending and corporate finance positions at Harris Bank and First Union National Bank prior to joining RPM as Regional Sales Manager from 1987 to 1989 at RPM’s AGR Company joint venture. In 1989, he became RPM’s Director of Corporate Development. He became a Vice President in 1991, Chief Financial Officer in 1993, Executive Vice President in 1995, President in 1999, Chief Operating Officer in 2001, Chief Executive Officer in 2002, and was elected Chair of the Board in 2008 and also served as President from 2018 until 2026. Since 2003, Mr. Sullivan has been a director of The Timken Company, a global manufacturer of engineered bearings and power transmission products (NYSE: TKR), where he serves on both Timken’s compensation committee and its nominating and corporate governance committee. He also serves on the boards of the American Coatings Association, the Cleveland Clinic, the Cleveland Rock and Roll Hall of Fame and Museum, Greater Cleveland Partnership and the Ohio Business Roundtable.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Mr. Sullivan should serve as a Director because of his role as the Company’s Chief Executive Officer, his intimate knowledge of the Company, and his experience serving as a director of another public company and non-profit organizations. The Board of Directors believes that Mr. Sullivan’s extensive experience in and knowledge of the Company’s business gained as a result of his long-time service as a member of management is essential to the Board of Directors’ oversight of the Company and its business operations. The Board of Directors also believes that continuing participation by qualified members of the Sullivan family on the Board of Directors is an important part of the Company’s corporate culture that has contributed significantly to its long-term success.	• Financial • Strategic • Leadership and Operating Experience at the Company • Acquisitions • Management Development	• Capital Allocation • Vast Knowledge of the Company • Important Part of the Company’s Corporate Culture


Elizabeth F. Whited Director since 2021 Age: 61 Committee: Compensation Shares of Common Stock beneficially owned: 7,100	Experience Former president of Union Pacific Corporation, one of America’s leading transportation companies (NYSE: UNP). Ms. Whited served as Union Pacific’s president from July 2023 to July 2025. In her role as president, her responsibilities included the strategy, workforce resources, sustainability, law, corporate relations, communications and government affairs functions. From February 2022 until July 2023, Ms. Whited served as Union Pacific’s executive vice president – sustainability and strategy, where she helped develop and implement Union Pacific’s strategic vision and led Union Pacific’s human resources organization, pioneering efforts to provide a world-class employee experience. Ms. Whited previously led sustainability efforts at Union Pacific and was named to Constellation Research’s “ESG 50” in 2023 in recognition of Union Pacific’s strides in sustainability. After joining Union Pacific in 1987, Ms. Whited held a variety of executive roles in strategic planning, investor relations, sustainability, finance, and marketing and sales, including president of subsidiary Union Pacific Distribution Services. In 2016, she was named executive vice president and chief marketing officer, and in 2018, she was named executive vice president and chief human resource officer. Ms. Whited served as executive vice president – sustainability and strategy from February 2022 until she was appointed president in July 2023. In July 2025, Ms. Whited transitioned from president to special advisor, a role she held until her retirement in February 2026. Ms. Whited holds a bachelor’s degree in business administration from the University of Iowa.
	Reasons for Nomination	Key Skills
	The Board of Directors has determined that Ms. Whited should serve as a Director because of her extensive management experience, including her prior service as president at Union Pacific as well as her other prior executive roles. In those positions, Ms. Whited has dealt with many of the major issues, such as sustainability, strategic planning, human resources, investor relations, sustainability, finance, and marketing and sales, that the Company deals with today.	• Sustainability • Strategic • Management Development • Compensation • Government and Stockholder Relations	• Sustainability • Financial • Acquisitions • Capital Allocation


Audit Committee Chair Salvatore D. Fazzolari Members Julie A. Beck Jenniffer D. Deckard Ellen M. Pawlikowski				Key Responsibilities • The Audit Committee assists the Board of Directors in fulfilling its oversight of the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, the performance of the Company’s internal audit function and independent auditor and prepares the report of the Audit Committee. • The Audit Committee also oversees the Company’s cybersecurity and data privacy risk management programs, establishes procedures for the receipt of reports on cybersecurity, data privacy and other risks relevant to the Company’s information system controls and security, and establishes procedures for the receipt and review of reports of cybersecurity and data privacy incidents in accordance with the Company’s cybersecurity and data privacy escalation procedures. • The specific functions and responsibilities of the Audit Committee are set forth in the Audit Committee Charter which is available on the Company’s website.
				The Board of Directors has determined that each member of the Audit Committee is financially literate and satisfies the current independence standards of the NYSE listing standards and Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board of Directors has also determined that each of Mses. Beck and Deckard and Mr. Fazzolari qualifies as an “audit committee financial expert” as that term is defined in Item 407(d) of Regulation S-K and satisfies the NYSE accounting and financial management expertise requirements.


Governance and Nominating Committee Chair Frederick R. Nance Members* Bruce A. Carbonari** Craig S. Morford * The Board of Directors anticipates that Mr. Rowe will join the Governance and Nominating Committee following his election as Director at the Annual Meeting. ** Mr. Carbonari will retire from the Governance and Nominating Committee as of the Annual Meeting.				Key Responsibilities The Governance and Nominating Committee reports to the Board of Directors on all matters relating to corporate governance of the Company, including: • the development and recommendation to the Board of Directors of a set of corporate governance principles applicable to the Company; • selection, qualification and nomination of the members of the Board of Directors and nominees to the Board of Directors; • administration of the Board’s evaluation process; and • oversight of the Company’s efforts to identify and manage sustainability risks and opportunities, and the development and implementation of goals the Company may establish from time to time relating to same.
				Each of the members of the Governance and Nominating Committee is independent within the meaning of the NYSE listing standards and the Company’s Corporate Governance Guidelines. In identifying and considering possible candidates for election as a Director, the Governance and Nominating Committee, after consultation with the Board and the Chief Executive Officer, will consider all relevant factors and will be guided by the following principles: (1) each Director should be an individual of the highest character and integrity; (2) each Director shall have demonstrated exceptional ability and judgment and should have substantial experience which is of particular relevance to the Company; (3) each Director should have sufficient time available to devote to the affairs of the Company; and (4) each Director should represent the best interests of the stockholders as a whole rather than special interest groups. This evaluation is performed in light of the Governance and Nominating Committee’s views as to the needs of the Board of Directors and the Company as well as what skill set and other characteristics would most complement those of the then-current Directors. The Governance and Nominating Committee will consider potential candidates recommended by stockholders, current Directors, Company officers, employees and others. The Governance and Nominating Committee will use the above enumerated factors to consider potential candidates regardless of the source of the recommendation. Stockholder recommendations for director nominations may be submitted to the Secretary of the Company at 2628 Pearl Road, Medina, Ohio 44256, and they will be forwarded to the Governance and Nominating Committee for consideration, provided such recommendations are accompanied by sufficient information to permit the Governance and Nominating Committee to evaluate the qualifications and experience of the potential candidates. Recommendations should include, at a minimum, the following: • the name, age, business address and residence address of the proposed nominee; • the principal occupation or employment of the proposed nominee; • the number of shares of Common Stock which are beneficially owned by such candidate;
				• a description of all arrangements or understandings between the stockholder(s) making such nomination and each candidate and any other person or persons (naming such person or persons) pursuant to which nominations are to be made by the stockholder; • detailed biographical data, qualifications and information regarding any relationships between the candidate and the Company within the past three years; • any other information relating to the proposed nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; • any other information the stockholder believes is relevant concerning the proposed nominee; • a written consent of the proposed nominee(s) to being named as a nominee and to serve as a director if elected; • a written agreement of the proposed nominee(s) to comply with the provisions of the Company’s majority voting policy; • the name and record address of the stockholder who is submitting the notice; and



Albemarle Corporation	Avient Corporation	Axalta Coating Systems Ltd.	Cabot Corporation

Carlisle Companies Incorporated	Celanese Corporation	Eastman Chemical Company	H.B. Fuller Company

Huntsman Corporation	Masco Corporation	Olin Corporation	Owens Corning

PPG Industries Inc.	The Chemours Company	The Scotts Miracle-Gro Company	The Sherwin-Williams Company

Westlake Corporation



Type of Pay	Compensation Component	Key Characteristics	Purpose
Fixed	Base Salary	Fixed compensation, reviewed and adjusted annually if and when appropriate	Compensate named executive officers fairly for the responsibility level of the position held
	Health and Retirement Plans	Fixed compensation	Intended to provide benefits that promote employee health and support employees in attaining financial security
	Perks and Other Personal Benefits	Fixed compensation	Intended to provide a business-related benefit to the Company, and to assist in attracting and retaining executive officers
	Post-Employment Compensation and Change in Control	Fixed compensation	Intended to provide temporary income following a named executive officer’s involuntary termination of employment and, in the case of a change of control, to also provide continuity of management
	Equity Compensation — Supplemental Executive Retirement Plan (SERP) Restricted Stock	Fixed compensation awarded under the 2024 Omnibus Plan (the number of shares of Common Stock is determined formulaically and is dependent upon compensation, the stock price, the pension formula and actuarial assumptions)	Provides stock-based supplemental retirement benefits to named executive officers whose retirement plan benefits may be limited under applicable law
Variable	Annual Cash Incentive Compensation	Variable, performance-based compensation, awarded under the Incentive Compensation Plan	Motivate and reward named executive officers for achieving annual business objectives based on Company performance and individual achievements
	Equity Compensation — Performance Earned Restricted Stock (PERS)	Variable, performance-based compensation, awarded under the 2024 Omnibus Plan (annual performance period)	Motivate and reward named executive officers for achieving annual business objectives; the threshold, target and maximum number of and performance goals for the award of PERS for a given fiscal year are set in July of that year; PERS are single-year performance awards
	Equity Compensation — Performance Stock Units (PSUs)	Variable, performance-based compensation, awarded under the 2024 Omnibus Plan (three-year performance period)	Motivate and reward named executive officers for achieving long-term, multi-year business objectives
	Equity Compensation — Stock Appreciation Rights (SARs)	Variable, awarded under the 2024 Omnibus Plan	Motivate and reward named executive officers for achieving long-term business objectives by tying incentives to the performance of our Common Stock



Performance Metric		Why it is Important to Us

Sales/Revenue Growth		Growth at or above market is indicative of innovation, level of service and cost competitiveness, all of which are critical to success in the marketplace.

Adjusted EBIT Margin %		This metric is indicative of relative perceived value with higher relative margin implying higher value added in the marketplace. Additionally, increased margin expansion generates increased cash flow from the same amount of revenue.

Working Capital as a % of Sales		Working Capital is the largest controllable asset on the Company’s balance sheet. Improvement in this metric drives meaningful improvement in cash generation.

Gross Profit Margin		Gross profit measures profit after accounting for cost of goods sold and can help measure business efficiencies.

Selling, General and Administrative Expenses		Discipline regarding indirect costs directly impacts efficiency and profitability.



	Continuing Named Executive Officer Base Salary Amounts

	Fiscal 2027			Fiscal 2026		Fiscal 2025

Frank C. Sullivan	$	1,200,000		$	1,135,000	$	1,100,000

David C. Dennsteadt	$	700,000		$	615,000	$	—

Russell L. Gordon	$	645,000		$	625,000	$	595,000

Janeen B. Kastner	$	490,000		$	475,000	$	460,000

Timothy R. Kinser	$	—	⁽¹⁾	$	465,000		450,000



Performance Goal	Weight			Minimum 25% of Target⁽¹⁾		Threshold 50% of Target			Target 100%			Maximum 125% of Target			Results			Achieved % of Target Vesting

EBIT Margin		50	%		Committee Discretion		13.2	%		14.0	%		15.3	%		13.0	%		25.0	%

Working Capital Ratio		50	%		Committee Discretion		22.5	%		20.7	%		19.8	%		22.1	%		63.9	%

Results between levels are interpolated																Total Vested			44.4	%



Performance Goal	Weight		Threshold		Target		Maximum		Results		% of Target Vesting

Adjusted EBIT Margin (1)		50%		14.0%		16.0%		18.0%		13.3%		0%

Adjusted Revenue Growth (2)		50%		3.0%		5.0%		7.0%		2.7%		0%

Results Between Levels are Interpolated										Total Vested		0%
(1) Measured at the end of the three-year performance period. (2) Measured based on three-year compound annualized growth rate.



Name and Principal Position (a)	Year (b)		Salary ($) (c)		Bonus ($)⁽¹⁾ (d)		Stock Awards ($)⁽²⁾⁽³⁾ (e)		Option Awards ($)⁽²⁾⁽³⁾ (f)		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾ (g)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)⁽⁵⁾ (h)		All Other Compensation ($)⁽⁶⁾ (i)		Total ($) (j)

Frank C. Sullivan Chair and Chief Executive Officer		2026		1,135,000		0		5,194,543		2,665,673		1,703,000		141,823		293,629		11,133,668
		2025		1,100,000		0		5,494,521		2,653,418		1,513,000		127,717		269,469		11,158,125
		2024		1,065,000		0		5,742,634		3,029,040		1,580,000		75,246		250,544		11,742,464

David C. Dennsteadt President and Chief Operating Officer		2026		615,000		0		1,227,952		2,013,215		738,000		80,268		38,393		4,712,828



Russell L. Gordon Vice President and Chief Financial Officer		2026		625,000		0		1,197,650		543,715		750,000		87,017		72,344		3,275,726
		2025		595,000		0		1,049,574		439,638		655,000		77,959		66,982		2,884,153
		2024		575,000		0		1,096,494		500,032		685,000		67,366		67,355		2,991,247

Janeen B. Kastner Vice President – Corporate Benefits and Risk Management		2026		475,000		0		1,024,182		443,789		570,000		128,113		60,019		2,701,103
		2025		460,000		0		1,064,314		439,638		508,000		73,485		64,540		2,609,977
		2024		445,000		0		1,107,528		500,032		530,000		62,158		54,106		2,698,824

Timothy R. Kinser Vice President – Operations		2025		465,000		0		981,605		443,789		558,000		113,505		38,819		2,600,718
		2025		450,000		0		1,005,927		439,638		503,000		78,299		34,379		2,511,243
		2024		420,000		0		1,046,934		500,032		525,000		56,490		30,975		2,579,431



		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾					Estimated Possible Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units (#) (i)		All Other Option Awards: Number of Securities Underlying Options (#) (j)		Exercise or Base Price of Option Awards ($/Sh) (k)		Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾ (I)
Name (a)	Grant Date (b)	Threshold ($) (c)	Target ($) (d)		Maximum ($) (e)		Threshold (#) (f)		Target (#) (g)		Maximum (#) (h)						Exercise or Base Price of Option Awards ($/Sh) (k)

Frank C. Sullivan	Incentive Plan Award			1,418,750		2,000,000
	7/15/26 PERS⁽⁴⁾							8,050		16,100		20,125		7,160						737,766
	7/16/25 PSUs⁽⁵⁾													40,300						4,456,777
	7/16/25 SARs⁽⁶⁾															90,700		$110.59		2,665,673

David C. Dennsteadt	7/16/25 SERP Restricted Stock⁽³⁾													1,534						169,645
	Incentive Plan Award			615,000		922,500
	7/15/26 PERS⁽⁴⁾							1,650		3,300		4,125		1,470						151,469
	7/16/25 PSUs⁽⁵⁾													8,200						906,838
	7/16/25 SARs⁽⁶⁾															68,500		$110.59		2,013,215

Russell L. Gordon	7/16/25 SERP Restricted Stock⁽³⁾													1,260						139,343
	Incentive Plan Award			625,000		937,500
	7/15/26 PERS⁽⁴⁾							1,650		3,300		4,125		1,470						151,469
	7/16/25 PSUs⁽⁵⁾													8,200						906,838
	7/16/25 SARs⁽⁶⁾															18,500		$110.59		543,715

Janeen B. Kastner	7/16/25 SERP Restricted Stock⁽³⁾													1,443						159,581
	Incentive Plan Award			475,000		712,500
	7/15/26 PERS⁽⁴⁾							1,350		2,700		3,375		1,200						123,648
	7/16/25 PSUs⁽⁵⁾													6,700						740,953
	7/16/25 SARs⁽⁶⁾															15,100		$110.59		443,789

Timothy R. Kinser	7/16/25 SERP Restricted Stock⁽³⁾													1,058						117,004
	Incentive Plan Award			465,000		697,500
	7/15/26 PERS⁽⁴⁾							1,350		2,700		3,375		1,200						123,648
	7/16/25 PSUs⁽⁵⁾													6,700						740,953
	7/16/25 SARs⁽⁶⁾															15,100		$110.59		443,789



	Option Awards										Stock Awards

Name (a)	Number of Securities Underlying Unexercised Options (#) Exercisable (b)		Number of Securities Underlying Unexercised Options (#) Unexercisable (c)			Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d)	Option Exercise Price ($) (e)		Option Expiration Date (f)		Number of Shares or Units of Stock That Have Not Vested (#) (g)			Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾ (h)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽²⁾ (i)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽³⁾ (j)

Frank C. Sullivan

PERS												27,210	⁽⁴⁾		2,883,444

PERS																	20,125	⁽⁵⁾		2,132,646	⁽⁵⁾

PSUs																	261,400	⁽⁶⁾		27,700,558	⁽⁶⁾

SARs		200,000		0				62.1700		7/18/2029
		200,000		0				78.4900		7/22/2030
		200,000		0				86.9300		7/21/2031
		150,000		50,000	⁽⁷⁾			81.0100		7/18/2032
		63,000		63,000	⁽⁸⁾			93.5100		7/19/2033
		21,275		63,825	⁽⁹⁾			114.2600		7/18/2034
		0		90,700	⁽¹⁰⁾			110.5900		7/16/2035

David C. Dennsteadt

SERP												15,508	⁽¹¹⁾		1,643,383

PERS												9,600	⁽¹²⁾		1,017,312

PERS																	4,125	⁽⁵⁾		437,126	⁽⁵⁾

PSUs																	49,800	⁽⁶⁾		5,277,306	⁽⁶⁾

SARs		20,000		0				78.4900		7/22/2030
		20,000		0				86.9300		7/21/2031
		15,000		5,000	⁽⁷⁾			81.0100		7/18/2032
		11,550		11,550	⁽⁸⁾			93.5100		7/19/2033
		3,925		11,775	⁽⁹⁾			114.2600		7/18/2034
		0		68,500	⁽¹⁰⁾			110.5900		7/16/2035



Name (a)	Plan Name (b)	Number of Years Credited Service at Fiscal Year End (c)		Present Value of Accumulated Benefit ($) (d)		Payments During Last Fiscal Year ($) (e)

Frank C. Sullivan	RPM International Inc. Retirement Plan		37.3		1,489,274		0

David C. Dennsteadt	RPM International Inc. Retirement Plan		26.7		565,711		0

Russell L. Gordon	RPM International Inc. Retirement Plan		31.3		553,201		431,062	⁽¹⁾

Janeen B. Kastner	RPM International Inc. Retirement Plan		29.3		956,911		0

Timothy R. Kinser	RPM International Inc. Retirement Plan		18.8		807,602		0



Name (a)	Executive Contributions in Last FY ($) (b)		Registrant Contributions in Last FY ($) (c)		Aggregate Earnings in Last FY ($)⁽¹⁾ (d)		Aggregate Withdrawals/ Distributions ($) (e)		Aggregate Balance at Last FYE ($) (f)

Frank C. Sullivan		0		0		0		0		0

David C. Dennsteadt		95,875		0		435,755		0		2,060,318

Russell L. Gordon		0		0		0		0		0

Janeen B. Kastner		254,000		0		231,344		0		2,537,785

Timothy R. Kinser		150,900		0		286,771		0		1,971,977



Event	Frank C. Sullivan		David C. Dennsteadt		Russell L. Gordon		Janeen B. Kastner		Timothy R. Kinser

Retirement

Accelerated SARs	$	2,032,980	$	0	$	254,384	$	254,384	$	254,384

Accelerated PERS		2,883,444		0		587,074		587,074		587,074

Accelerated SERP restricted stock		0		0		0		0		0

Total	$	4,916,424	$	0	$	841,458	$	841,458	$	841,458

Death

Earned incentive compensation	$	1,703,000	$	662,667	$	696,667	$	536,000	$	528,667

Accelerated SARs		2,032,980		268,713		254,384		254,384		254,384

Accelerated PERS		2,883,444		10,173,120		587,074		587,074		587,074

Accelerated SERP restricted stock		0		1,643,383		600,744		642,284		382,128

Total	$	6,619,424	$	12,747,883	$	2,138,869	$	2,019,742	$	1,752,253

Disability

Earned incentive compensation	$	1,703,000	$	662,667	$	696,667	$	536,000	$	528,667

Accelerated SARs		2,032,980		268,713		254,384		254,384		254,384

Accelerated PERS		2,883,444		10,173,120		587,074		587,074		587,074

Accelerated SERP restricted stock		0		1,643,383		600,744		642,284		382,128

Total	$	6,619,424	$	12,747,883	$	2,138,869	$	2,019,742	$	1,752,253

Voluntary Termination and Termination for Cause

No payments		N/A		N/A		N/A		N/A		N/A

Total	$	0	$	0	$	0	$	0	$	0

Involuntary Termination Without Cause and not within Two Years of a Change in Control

Lump sum	$	8,514,000	$	2,507,667	$	1,634,167	$	1,248,500	$	1,226,167

Health and welfare benefits		91,800		91,800		45,900		41,526		41,526

Estate and financial planning		8,000		48,000		8,000		8,000		24,000



Fiscal Year (a)	Summary Compensation Table Total for PEO (1) (b)		Compensation Actually Paid to PEO (1)(2) (c)		Average Summary Compensation Table Total for non-PEO NEOs (1) (d)		Average Compensation Actually Paid to non-PEO NEOs (1)(2) (e)		Value of Initial Fixed $100 Investment Based on:				Net Income ($ millions) (h)		Adjusted EBIT Margin % (4) (i)
Fiscal Year (a)	Summary Compensation Table Total for PEO (1) (b)		Compensation Actually Paid to PEO (1)(2) (c)						Total Stockholder Return (f)		Peer Group Total Stockholder Return (3) (g)		Net Income ($ millions) (h)		Adjusted EBIT Margin % (4) (i)

2026		$11,133,668		$ 7,264,873		$3,322,594		$2,601,542		$124		$ 91		$662		13.0	%

2025		$11,158,125		$ 9,932,501		$2,164,882		$1,879,064		$131		$101		$690		13.2	%

2024		$11,742,464		$17,696,905		$2,736,524		$3,264,453		$127		$103		$589		12.8	%

2023		$ 6,409,875		$ 2,455,691		$1,896,793		$ 899,192		$ 89		$ 83		$480		11.6	%

2022		$ 9,053,579		$ 7,302,470		$1,823,206		$1,182,894		$ 96		$ 90		$492		10.6	%



Fiscal Year	2026			2025			2024			2023			2022

SCT Total	$	11,133,668		$	11,158,125		$	11,742,464		$	6,409,875		$	9,053,579

Deduction for Amounts Reported in the “Stock Awards” and “Option Awards” columns in the SCT for Applicable Fiscal Year	($	7,860,216	)	($	8,147,939	)	($	8,771,674	)	($	4,010,379	)	($	6,837,192	)

Increase in Fair Value of Awards Granted During Applicable Fiscal Year that Remain Unvested as of Applicable Fiscal Year-End, Determined as of Applicable Fiscal Year-End	$	10,938,860		$	10,911,738		$	9,735,281		$	5,376,078		$	8,879,834

Increase in Fair Value of Awards Granted During Applicable Fiscal Year that Vested During Applicable Fiscal Year, Determined as of Vesting Date	$	0		$	0		$	0		$	0		$	0

Change in Fair Value of Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year-End, Determined Based on Change in Fair Value from Prior Fiscal Year-End to Applicable Fiscal Year-End	($	6,788,168	)	($	4,340,922	)	$	6,419,742		($	4,697,588	)	($	3,146,909	)

Change in Fair Value of Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year, Determined Based on Change in Fair Value from Prior Fiscal Year-End to Vesting Date	($	386,539	)	$	31,248		($	1,925,120	)	($	1,055,939	)	($	1,090,453	)

Reduction of Fair Value of Awards Granted During Prior Fiscal Year that were Forfeited During Applicable Fiscal Year, Determined as of Prior Fiscal Year-End	$	0		$	0		$	0		$	0		$	0

Increase Based on Dividends or Other Earnings Paid During Applicable Fiscal Year Prior to Vesting Date	$	337,105		$	414,960		$	538,387		$	450,583		$	411,565

Increase Based on Incremental Fair Value of Options/SARs Modified During Applicable Fiscal Year	$	0		$	0		$	0		$	0		$	0

Reduction for Values Reported in “Change in Pension Value and Nonqualified Deferred Compensation Earnings” Column of the SCT for Applicable Fiscal Year	($	141,823	)	($	127,717	)	($	75,246	)	($	46,539	)	$	0

Increase for Service Cost and, if Applicable, Prior Service Cost for Pension Plans	$	31,985		$	33,008		$	33,071		$	29,601		$	32,045

Total Adjustments	($	3,868,795	)	($	1,225,624	)	$	5,954,441		($	3,954,184	)	($	1,751,109	)

CAP	$	7,264,873		$	9,932,501		$	17,696,905		$	2,455,691		$	7,302,470



Name (a)	Fees Earned or Paid in Cash ($)⁽¹⁾ (b)		Stock Awards ($)⁽²⁾ (c)		Option Awards ($) (d)		Non-Equity Incentive Plan Compensation ($) (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (f)		All Other Compensation ($) (g)			Total ($) (h)

Julie A. Beck		120,000		164,066		0		0		0		0			284,066

Bruce A. Carbonari		120,000		164,066		0		0		0		0			284,066

Jenniffer D. Deckard		120,000		164,066		0		0		0		0			284,066

Salvatore D. Fazzolari		145,000		164,066		0		0		0		2,500	⁽³⁾		311,566

Thomas C. Gentile, III		30,000		0		0		0		0		0			30,000

Robert A. Livingston		165,000		164,066		0		0		0		0			329,066

Christopher L. Mapes		120,000		164,066		0		0		0		2,500	⁽³⁾		286,566

Craig S. Morford		120,000		164,066		0		0		0		2,500	⁽³⁾		286,566

Frederick R. Nance		140,000		164,066		0		0		0		2,500	⁽³⁾		306,566

Ellen M. Pawlikowski		120,000		164,066		0		0		0		0			284,066

William B. Summers, Jr.		120,000		164,066		0		0		0		0			284,066

Elizabeth F. Whited		120,000		164,066		0		0		0		0			284,066



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted- average exercise price of outstanding options, warrants and rights (b)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)⁽¹⁾

Equity compensation plans approved by stockholders		0	⁽²⁾		$0.00		4,432,025

Equity compensation plans not approved by stockholders⁽³⁾		—			—		—

Total		0			$0.00		4,432,025