Meet the Board of Directors of RPM International

RPM International Inc. is a multinational coatings and sealants company headquartered in Medina, Ohio. The company's Board of Directors plays a crucial role in shaping its direction and ensuring effective corporate governance. In this article, we will take a closer look at the members of the Board of Directors, their roles and responsibilities, the challenges they face, and the impact they have on the company's performance.

Who are the members of RPM International's Board of Directors?

The current members of RPM International's Board of Directors are Frank C. Sullivan, John McLaughlin, Kirkland B. Andrews, Ian G.H. Ashken, Michael H. Sullivan, David P. Reif, Robert A. Livingston, Tracy A. Crandall, and Julie A. Lagacy. Frank C. Sullivan serves as the Board's Chairman and Chief Executive Officer.

Mr. Sullivan has been with RPM International for more than 35 years and has served in various senior leadership roles. He joined the board as director in 2008 and was elected Chairman and CEO in 2009. Under his watch, the company has achieved significant growth and expansion, both organically and through acquisitions.

John McLaughlin, who has been on the Board since 2008, serves as the Lead Director and chairs the Board's Nominating and Governance Committee. Mr. McLaughlin is a retired partner of law firm Jones Day and has extensive experience in corporate law, corporate governance, and international business transactions.

Kirkland B. Andrews, who joined the Board in 2002, is also a member of the Audit Committee and the Compensation Committee. He is a former Executive Vice President and CFO of the Eaton Corporation and has over 30 years of financial and accounting experience.

Ian G.H. Ashken is the founder and Managing Partner of Fir Tree Partners, a private investment firm. He has been on the Board since 2017 and is also a member of the Nominating and Governance Committee and the Finance Committee.

Michael H. Sullivan, who has been on the Board since 2008, is a former CEO and Chairman of the American Standard Companies. He is a member of the Audit Committee and the Nominating and Governance Committee.

David P. Reif is a former partner of Goldman Sachs and has also served as a senior advisor to the New York Federal Reserve Bank. He joined the Board in 2016 and is a member of the Finance Committee and the Nominating and Governance Committee.

Robert A. Livingston is the Chairman and CEO of Dover Corporation and has been on the Board since 2016. He is also a member of the Compensation Committee and the Nominating and Governance Committee.

Tracy A. Crandall is a former executive of the Procter & Gamble Company and has extensive experience in marketing, innovation, and brand management. She has been on the Board since 2018 and is a member of the Audit Committee and the Compensation Committee.

Julie A. Lagacy is a former executive of the Caterpillar Inc. and has over 35 years of experience in engineering, manufacturing, and sales. She has been on the Board since 2021 and is a member of the Audit Committee and the Nominating and Governance Committee.

What is the role of RPM International's Board of Directors?

The Board of Directors of RPM International is responsible for overseeing the company's management and ensuring that it operates in the best interests of its shareholders. The Board sets the company's strategic direction, approves major financial transactions and investments, and hires and evaluates the performance of the CEO and the senior executives.

The Board also plays an important role in ensuring effective corporate governance, including overseeing the company's compliance with legal and regulatory requirements, setting ethical standards, and assessing and managing potential risks to the company's reputation or financial performance. The Board is responsible for ensuring that the company has the appropriate oversight and control systems in place.

How is RPM International's Board of Directors structured?

The Board of Directors of RPM International is currently composed of nine members, all of whom are independent directors except for Frank C. Sullivan, who also serves as the company's CEO. The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee.

The Audit Committee is responsible for overseeing the company's financial reporting and audit processes, including the selection of the company's independent auditors and reviewing the financial statements and disclosures. The Compensation Committee is responsible for overseeing the executive compensation program and succession planning. The Nominating and Governance Committee is responsible for evaluating and nominating candidates for the Board and overseeing the Board's governance policies and practices.

A brief history of RPM International's Board of Directors

RPM International's Board of Directors has evolved over the years, with changes in membership, structure, and governance practices. In recent years, the company has focused on enhancing its corporate governance practices, including separating the roles of Chairman and CEO and increasing the proportion of independent directors on the Board. The company has also adopted various measures to ensure accountability and transparency, such as the adoption of proxy access, which allows shareholders to nominate directors directly, and the adoption of a majority vote standard for uncontested director elections.

What are the qualifications to become a member of RPM International's Board of Directors?

The company's bylaws state that nominees for the Board of Directors must have relevant experience and qualifications that are consistent with the Board's needs and objectives. The Nominating and Governance Committee is responsible for evaluating and nominating candidates based on a range of factors, including their business experience, leadership skills, and personal attributes. The Committee also considers diversity in its evaluation of candidates, including diversity of gender, ethnicity, and professional background.

How does RPM International's Board of Directors make decisions?

The Board of Directors of RPM International makes decisions through a combination of formal meetings and informal discussions. The Board typically meets four times a year, as well as for special meetings as needed. The Board's decisions are made by a majority vote, although some decisions may require a higher threshold or unanimous consent.

The Board also uses committees to facilitate its decision-making process. The standing committees meet on a regular basis and make recommendations to the full Board on matters within their respective areas of responsibility.

The impact of RPM International's Board of Directors on company performance

The Board of Directors of RPM International plays a critical role in the company's performance and financial results. The Board's decisions and actions impact the company's strategy, investment decisions, risk management, and overall governance practices. The Board's oversight and guidance are essential to ensuring that the company is able to achieve its long-term goals and create value for its shareholders.

What are the challenges faced by RPM International's Board of Directors?

The Board of Directors of RPM International faces a range of challenges in fulfilling its responsibilities, including ensuring effective oversight and governance, identifying and managing risk, balancing competing interests and priorities, and responding to changes in the industry and business environment. The Board also needs to ensure that it has the appropriate mix of skills, knowledge, and experience to effectively oversee the company's operations and strategy.

The future outlook for RPM International's Board of Directors

RPM International's Board of Directors will continue to play a critical role in shaping the company's strategy and governance practices in the years ahead. The company has stated its commitment to enhancing its corporate governance practices and ensuring that the Board has the appropriate mix of skills, knowledge, and experience to meet its objectives. The Board will also need to remain vigilant in identifying and managing risks, responding to industry trends and challenges, and delivering value to shareholders.

How does RPM International ensure diversity on its Board of Directors?

RPM International has adopted a formal policy on Board diversity, which requires the Nominating and Governance Committee to consider candidates with diverse backgrounds, including gender, ethnicity, and professional experience. The company has set a goal of having women and minorities comprise at least 25% of its Board by 2025. The company also conducts regular assessments of its Board's diversity profile and reports the results to its shareholders annually.

The role of corporate governance in shaping RPM International's Board of Directors

Corporate governance practices play a crucial role in shaping RPM International's Board of Directors and ensuring effective oversight and accountability. The company has adopted various best practices in governance, including separating the roles of Chairman and CEO, having a majority of independent directors on the Board, and adopting proxy access and majority voting standards. The Board also has a responsibility to ensure that the company has effective policies and procedures in place to manage risks and ensure ethical conduct.

The relationship between RPM International's CEO and its Board of Directors

The relationship between RPM International's CEO, Frank C. Sullivan, and the Board of Directors is critical to ensuring effective corporate governance and management of the company. Mr. Sullivan is also the Chairman of the Board, which creates a unique dynamic in terms of the CEO's dual roles as both a member of the Board and its leader. However, the company has taken steps to ensure that the Board has independent directors who can provide objective oversight and guidance to the CEO and the senior management team.

Comparing the composition and structure of RPM International's Board with those in other companies

RPM International's Board of Directors is similar in structure to many other publicly traded companies, with independent directors in the majority and several standing committees to oversee specific areas of responsibility. However, the specific composition and structure of the Board can vary depending on factors such as company size, industry sector, and corporate culture.

Opinions and feedback from stakeholders on the performance and composition of RPM International's Board

Stakeholders may have various opinions and feedback on the performance and composition of RPM International's Board of Directors. The company regularly engages with its shareholders and other stakeholders to gather feedback and input on its governance practices and strategy. The company's annual proxy statement provides information on the Board's composition, skills and experience, and performance metrics, as well as an opportunity for shareholders to vote on director elections and other matters requiring shareholder approval.

Future plans and goals for the composition and structure of RPM International's Board

RPM International has set ambitious goals for enhancing its corporate governance practices and ensuring that its Board of Directors has the necessary skills and diversity to meet its objectives. The company plans to expand the size of its Board in the near future and to continue diversifying its composition. The company has also stated its commitment to maintaining high standards of ethical conduct, risk management, and transparency in its governance practices.

The impact that changes in board membership could have on the future direction and strategy for RPM International

Changes in board membership can have a significant impact on a company's strategy and direction, as new directors bring fresh perspectives, skills, and expertise to the table. RPM International's Board will need to ensure that any changes in membership are made in a thoughtful and strategic manner, taking into account the company's long-term objectives and the need for continuity and stability in the Board's oversight role.

An analysis into how well-suited each member is for their roles on the board

Each member of RPM International's Board of Directors has relevant experience, skills, and knowledge that are necessary to effectively oversee the company's operations and strategy. The Nominating and Governance Committee evaluates each candidate's qualifications and suitability for the Board based on a range of factors, including their educational background, professional experience, and personal attributes. The Board also conducts regular assessments of its members' performance and effectiveness.

How has the board contributed to key developments at RPM international?

RPM International's Board of Directors has played a critical role in the company's success and growth over the years. The Board has overseen major investments and acquisitions, including the acquisition of Dutch coatings company Sika AG, which has significantly expanded the company's global footprint. The Board has also played an active role in ensuring effective risk management and governance practices, which has helped to enhance shareholder value and protect the company's reputation.

In conclusion, RPM International's Board of Directors is composed of experienced and qualified individuals who play a critical role in ensuring effective oversight and governance of the company's operations and strategy. The Board faces various challenges and responsibilities but is committed to maintaining high standards of ethical conduct, risk management, and transparency in its governance practices. The company's future success will depend, in part, on its ability to attract and retain qualified and diverse directors who can bring fresh perspectives and skills to its Board.

• Q1: Who are the members of RPM International's Board of Directors? The current members of RPM International's Board of Directors are Frank C. Sullivan, John McLaughlin, Kirkland B. Andrews, Ian G.H. Ashken, Michael H. Sullivan, David P. Reif, Robert A. Livingston, Tracy A. Crandall, and Julie A. Lagacy.
• Q2: What is the role of RPM International's Board of Directors? The Board of Directors of RPM International is responsible for overseeing the company's management and ensuring that it operates in the best interests of its shareholders. The Board sets the company's strategic direction, approves major financial transactions and investments, and hires and evaluates the performance of the CEO and the senior executives.
• Q3: How is RPM International's Board of Directors structured? The Board of Directors of RPM International is currently composed of nine members, all of whom are independent directors except for Frank C. Sullivan, who also serves as the company's CEO. The Board has three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee.
• Q4: What are the qualifications to become a member of RPM International's Board of Directors? The company's bylaws state that nominees for the Board of Directors must have relevant experience and qualifications that are consistent with the Board's needs and objectives. The Nominating and Governance Committee is responsible for evaluating and nominating candidates based on a range of factors, including their business experience, leadership skills, and personal attributes. The Committee also considers diversity in its evaluation of candidates.
• Q5: How does RPM International ensure diversity on its Board of Directors? RPM International has adopted a formal policy on Board diversity, which requires the Nominating and Governance Committee to consider candidates with diverse backgrounds, including gender, ethnicity, and professional experience. The company has set a goal of having women and minorities comprise at least 25% of its Board by 2025. The company also conducts regular assessments of its Board's diversity profile and reports the results to its shareholders annually.