Form 4: RPM International Executive Awarded Significant Equity and Stock Appreciation Rights

Janeen B. Kastner, VP of Corporate Benefits/Risk Management at RPM International Inc., received grants of 2,413 common shares and 15,100 Stock Appreciation Rights, effective July 16, 2025.

Summary

• Janeen B. Kastner, VP Corp. Benefits/Risk Mgmt. at RPM International Inc., was granted new equity awards.
• On July 16, 2025, Kastner received 1,443 shares of common stock issued pursuant to the RPM International Inc. 2024 Omnibus Equity and Incentive Plan.
• Additionally, 970 shares of common stock were granted as Performance Earned Restricted Stock on the same date, also under the Plan.
• These grants increased her direct beneficial ownership of common stock to 124,057 shares.
• Her indirect beneficial ownership includes approximately 1,101 shares held in the RPM International Inc. 401(k) Trust and Plan.
• The direct common stock holdings include 7,837 unvested restricted shares, 16,121 vested restricted shares held in escrow until retirement, and 5,540 performance earned restricted shares.
• Kastner also received 15,100 Stock Appreciation Rights (SARs) with an exercise price of $110.59, granted on July 16, 2025, and expiring on July 16, 2035.
• These new SARs will vest in four equal annual installments, commencing on July 16, 2026.
• Total direct beneficial ownership of SARs following these transactions is 220,000.

Sentiment

Score: 8

Explanation: The grants of common stock and Stock Appreciation Rights to a key executive are a positive signal, indicating continued incentive alignment and confidence in the company's future performance. This is a standard compensation practice aimed at retention and performance motivation.

Positives

• Significant equity grants (2,413 shares of common stock) and Stock Appreciation Rights (15,100 SARs) indicate strong incentive alignment between the executive and shareholder interests.
• The grants are part of an established equity and incentive plan (2024 Omnibus Equity and Incentive Plan), suggesting a structured approach to executive compensation.
• Performance-earned restricted stock (970 shares) ties a portion of compensation directly to company performance, linking executive rewards to company success.
• The vesting schedule for SARs (four equal installments starting July 16, 2026) encourages long-term retention and performance from the executive.

Risks

• The value of the granted shares and Stock Appreciation Rights is subject to the future performance of RPM International Inc.'s stock price.
• Unvested restricted shares and Stock Appreciation Rights represent future compensation that could be forfeited if employment terms or performance conditions are not met.

Future Outlook

The newly granted Stock Appreciation Rights will vest in four equal annual installments, commencing on July 16, 2026, and will expire on July 16, 2035.

Industry Context

This filing reflects standard executive compensation practices within publicly traded companies, where equity awards like restricted stock and Stock Appreciation Rights are used to align management incentives with long-term shareholder value creation.

Comparison to Industry Standards

• The use of both restricted stock and Stock Appreciation Rights is a common practice in executive compensation across various industries, including specialty chemicals and coatings, which is RPM International's primary sector.
• The vesting schedule of four equal annual installments for SARs is typical for long-term incentive plans, aiming to retain executives and incentivize sustained performance over several years.
• The grant of performance-earned restricted stock aligns with best practices in corporate governance, linking a portion of executive compensation directly to specific performance metrics, which is increasingly common compared to time-based vesting alone.

Corporate Governance

Stakeholder Impact

• Shareholders: The grants incentivize the executive to improve company performance, potentially leading to increased shareholder value. However, they also represent a form of dilution.
• Employees: Reflects the company's compensation strategy for its leadership, which can influence overall employee morale and retention strategies.
• Executive (Janeen B. Kastner): Directly benefits from increased equity ownership and potential future gains from SARs, aligning her financial interests with the company's success.

Next Steps

• Vesting of 15,100 Stock Appreciation Rights in four equal installments, beginning July 16, 2026.
• Continued holding of unvested restricted shares and vested restricted shares held in escrow until the reporting person's retirement.

Key Dates

Keywords

RPM International, Janeen B. Kastner, SEC Form 4, insider transaction, stock grant, Stock Appreciation Rights, SARs, equity compensation, executive compensation, beneficial ownership, restricted stock, 401(k) plan