RPM 2020 Proxy Statement

DIRECTOR COMPENSATION Director Compensation for Fiscal 2020 The following table sets forth information regarding the compensation of our non-employee Directors for fiscal 2020. Frank C. Sullivan, our Chairman and Chief Executive Officer, does not receive any additional compensation for his service as a Director. 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) Kirkland B. Andrews 117,500 141,246 0 0 0 0 258,746 John M. Ballbach 107,500 141,246 0 0 0 0 248,746 Bruce A. Carbonari 127,500 141,246 0 0 0 0 268,746 David A. Daberko 117,500 141,246 0 0 0 2,500 (3) 261,246 Jenniffer D. Deckard 97,500 141,246 0 0 0 0 238,746 Salvatore D. Fazzolari 117,500 141,246 0 0 0 2,500 (3) 261,246 Thomas S. Gross 107,500 141,246 0 0 0 0 248,746 Julie A. Lagacy 97,500 141,246 0 0 0 0 238,746 Robert A. Livingston 117,500 141,246 0 0 0 0 258,746 Frederick R. Nance 97,500 141,246 0 0 0 2,500 (3) 241,246 William B. Summers, Jr. 97,500 141,246 0 0 0 0 238,746 (1) Cash fees include fees for attending Board and Committee meetings in fiscal 2020 as well as the quarterly retainer amount for serving on the Board of Directors and as the chair for a committee during fiscal 2020. The Board of Directors voted to apply a temporary 30% reduction in annual cash retainer for Directors effective May 1, 2020. This temporary reduction is in recognition of the challenges anticipated due to the Covid-19 pandemic. The annual case retainer rate for Directors will be reinstated on September 1, 2020. (2) The amounts set forth in this column reflect the fair market value of shares of restricted stock granted during fiscal 2020 under the 2003 Restricted Stock Plan for Directors. The unvested number of shares of restricted stock held by Directors under the 2003 Restricted Stock Plan for Directors at May 31, 2020 was as follows: Mr. Andrews (3,900), Mr. Ballbach (3,900), Mr. Carbonari (6,050), Mr. Daberko (6,050), Ms. Deckard (6,050), Mr. Fazzolari (6,050), Mr. Gross (6,050), Ms. Lagacy (6,050), Mr. Livingston (6,050), Mr. Nance (6,050), and Mr. Summers (6,050). Dividends are paid on shares of restricted stock at the same rate as paid on our Common Stock that is not restricted. On October 31, 2019, shares of restricted stock awarded in 2016 vested and were delivered to the Directors. (3) These amounts represent the dollar value that RPM matches of the Director’s charitable contributions made in accordance with our employee charitable contributions matching program. RPM matches a Director’s charitable contributions by up to $2,500 per year under this program, which is also available to RPM International Inc. employees. These amounts are not taxable to the Directors. 51