2628 PEARL ROAD

MEDINA, OHIO 4425844256

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Notice is hereby given that the Annual Meeting of Stockholders of RPM International Inc. will be held on Thursday, October 6, 2022,5, 2023, at 2:001:30 p.m., Eastern Daylight Time, for the following purposes:

This year’s Annual Meeting will be held in virtual format through a live webcast. Stockholders will not be able to attend the Annual Meeting physically in person. Stockholders will be able to vote and submit questions by visiting www.virtualshareholdermeeting.com/RPM2022RPM2023 and participating live in the webcast. A secure control number that will allow you to participate in the meeting electronically can be found on the enclosed proxy card.

Holders of shares of Common Stock of record at the close of business on August 12, 202211, 2023 are entitled to receive notice of and to vote at the Annual Meeting.

By Order of the Board of Directors.

August 24, 202223, 2023

Please fill in and sign the enclosed Proxy and return the Proxy

in the envelope enclosed herewith.

2628 PEARL ROAD

MEDINA, OHIO 4425844256

PROXY STATEMENT

Mailed on or about August 24, 202223, 2023

Annual Meeting of Stockholders to be held on October 6, 20225, 2023

This Proxy Statement is furnished in connection with the solicitation of Proxies by the Board of Directors of RPM International Inc. (the “Company” or “RPM”) to be used at the Annual Meeting of Stockholders of the Company to be held on October 6, 2022,5, 2023, and any adjournment or postponement thereof. The time, place and purposes of the Annual Meeting are stated in the Notice of Annual Meeting of Stockholders which accompanies this Proxy Statement.

The accompanying Proxy is solicited by the Board of Directors of the Company. All validly executed Proxies received by the Board of Directors of the Company pursuant to this solicitation will be voted at the Annual Meeting, and the directions contained in such Proxies will be followed in each instance. If no directions are given, the Proxy will be voted (i)FOR the election of the fourthree Director nominees listed on the Proxy, (ii)FOR Proposal Two relating to the advisory vote on executive compensation, (iii) on Proposal Three, for future advisory votes on executive compensation to occur every 1 YEAR, and (iii) (iv)FOR ratifying the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year ending May 31, 2023.2024.

Any person giving a Proxy pursuant to this solicitation may revoke it. A stockholder, without affecting any vote previously taken, may revoke a Proxy by giving notice to the Company in writing, in open meeting or by a duly executed Proxy bearing a later date.

The expense of soliciting Proxies, including the cost of preparing, assembling and mailing the Notice, Proxy Statement and Proxy, will be borne by the Company. The Company may pay persons holding shares for others their expenses for sending proxy materials to their principals. In addition to solicitation of Proxies by mail, the Company’s Directors, officers and employees, without additional compensation, may solicit Proxies by telephone, electronic means and personal interview. Also, the Company has engaged a professional proxy solicitation firm, Innisfree M&A Incorporated (“Innisfree”), to assist it in soliciting proxies. The Company will pay a fee of approximately $15,000, plus expenses, to Innisfree for these services.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on October 6, 2022: 5, 2023: Proxy materials for the Company’s Annual Meeting, including the 20222023 Annual Report on Form 10-K and this Proxy Statement, are now available over the Internet by accessing the Investor InformationInvestors section of our website at www.rpminc.com. To access the proxy materials over the Internet, go to www.rpminc.com. You also can obtain a printed copy of this Proxy Statement, free of charge, by writing to: RPM International Inc., c/o Secretary, 2628 Pearl Road, Medina, Ohio 44258.44256.

This summary highlights information contained elsewhere in this Proxy Statement and in the Company’s Annual Report on Form 10-K. For more complete information about these topics, please review the Company’s complete Proxy Statement and Annual Report on Form 10-K.

RPM International Inc.

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The Company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, Day-Glo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The Company employs approximately 16,80017,300 individuals worldwide.

The Company’s consolidated net sales, net income and diluted earnings per share for the fiscal year ended May 31, 20222023 were as follows:

Increased Cash Dividend Every Year for 4849 Consecutive Years

On October 7, 2021,6, 2022, the Board of Directors increased the quarterly dividend on shares of the Company’s Common Stock to $0.40$0.42 per share, an increase of 5.3%5.0% from the prior year and the highest ever paid by the Company. With a 48-year49-year track record of a continuously increasing cash dividend, the Company is in an elite category of less than one-half of one percent of all publicly traded U.S. companies to have increased the dividend for this period of time or longer, according to Dividend Radar. Only 41 other publicly traded U.S. companies, besides the Company, have consecutively paid an increasing annual dividend for a longer period of time. During this timeframe, the Company has returned approximately $2.8$3.3 billion in cash dividends to its stockholders.

MAP 2025 Continues to Build on Success of MAP to Growth Operating Improvement

In August 2022, the Company approved and announced its Margin Achievement Plan Generates $320 Million(“MAP”) 2025, which is a multi-year restructuring plan to build on the achievements of the Company’s successful Margin Acceleration Plan to Growth and designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix and sales force effectiveness and improving operating efficiency. Initial phases of MAP 2025 have focused on commercial initiatives, operational efficiencies, and procurement. The Company’s goal is to achieve $465 million in Annualized Cost Savingsincremental earnings before interest and Leads to MAP 2025

Attaxes (“EBIT”) on a run-rate basis by the end of fiscal 2021,2025. During fiscal 2023, the Company brought its Margin Acceleration Plan (“MAP”) to Growth operating improvement program to a successful conclusion, generating $320generated over $120 million in annualized cost savings and exceeding the Company’s original target for annualized cost savings by $30 million. With the data and experience gainedof benefits from MAP to Growth,2025-related initiatives. For fiscal 2024, the Company is working on further opportunities for improvement and is developing a new Margin Achievement Plan, MAP 2025. Highlights ofanticipates MAP 2025 are $8.5 billionbenefits in revenue, 42% gross margin, and 16% adjusted EBIT margin. The Company plans to provide detailsline with our fiscal 2024 run-rate target of MAP 2025 in the coming months.$160 million.

Corporate Transactions

The Company acquired the following businesses and product lines and facilities during fiscal 2022:2023:

Stock Repurchase Program

On January 8, 2008, the Board of Directors authorized a stock repurchase program under which the Company may repurchase shares of its Common Stock at management’s discretion. As announced on November 28, 2018, the Company set a goal of returning $1.0 billion in capital to its stockholders by May 31, 2021 through share repurchases. On April 16, 2019, after taking into account share repurchases under the Company’s existing stock repurchase program to date, the Board of Directors authorized the repurchase of the remaining $600.0 million in value of Common Stock by May 31, 2021.

The Company temporarily suspended its stock repurchase program given the macroeconomic uncertainty resulting from the Covid-19 pandemic, but in January 2021 the Board of Directors authorized the resumption of stock repurchases. At the time of resuming the program, $469.7 million in value of Common Stock remained available for repurchase, and the Board of Directors extended the stock repurchase program beyond its original May 31, 2021 expiration date until such time as that remaining $469.7 million has been returned to the Company’s stockholders.

The Company may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that management deems appropriate, subject to insider trading rules and other securities law restrictions. The timing of purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. The Company may limit or terminate the repurchase program at any time.

During the fiscal year ended May 31, 2023, the Company repurchased 598,653 shares of Common Stock under this program at a cost of approximately $50.0 million, or an average cost of $83.52 per share. During the fiscal year ended May 31, 2022, the Company repurchased 601,155 shares of Common Stock under this program at a cost of approximately $52.5 million, or an average cost of $87.33 per share. During the fiscal year ended May 31, 2021, the Company repurchased 594,061 shares of Common Stock under this program at a cost of approximately $50.0 million, or an average cost of $84.09 per share. DuringThe maximum dollar amount that may yet be repurchased under the fiscal year endedrepurchase program was approximately $317.3 million at May 31, 2020, the Company repurchased 2,041,847 shares of Common Stock under this program at a cost of approximately $125.0 million, or an average cost of $61.22 per share. During the fiscal year ended May 31, 2019, the Company repurchased 3,286,907 shares of Common Stock under this program at a cost of approximately $200.2 million, or an average cost of $60.92 per share.2023.

Adoption of Rooney Rule

In fiscal 2020, the Governance and Nominating Committee of the Board of Directors adopted the “Rooney Rule” under which the Governance and Nominating Committee set forth in its Charter its commitment to include, for the purposes of filling any vacancies on the Board of Directors, qualified candidates who reflect diverse backgrounds, including diversity of gender and ethnicity, in each search for new Directors.

Issuance of Sustainability Report – Building a Better WorldGoals

In August 2022, the Company issued its latest Sustainability Report, referred to as the Building a Better WorldReport. Building a Better World is theThe Company’s ongoing commitment to building a sustainable future across three pillars: Our Products, Our People and Our Processes. This commitment is supported by a foundation of corporate governance and ethical practices that emphasize the Company’s core values of transparency, trust and respect. In addition to providing information about the Company’s products, people and processes, the Building a Better World Report identifies the following sustainability goals for 2025 (using 2021 data as the baseline): include:

The Company is currently undertaking a proactive, innovative project targeting more than 20 chemical compounds for elimination or substantial minimization globally from product formulations through, among other strategies, replacement with more sustainable alternative substances. This highly collaborative effort among sustainability, regulatory, technical and legal team leaders will make our products even safer and more sustainable for our employees, our customers and the environment. Ultimately, our continued development and expansion of more eco-friendly technology will also give us a competitive commercial advantage. This project signifies the Company’s enduring commitment to conducting business by doing the right things, the right way, for the right reasons.

Further, theIn addition to other information that can be found on its Building a Better World Reportwebsite, the Company includes EEO-1 data for 2022, 2021 2020 and 2019, as well as a description of the Company’s comprehensive materiality assessment of environmental, social and governance (“ESG”) topics and disclosure indices that adhere to Global Reporting Initiative (“GRI”), Sustainability Accounting Standards Board (“SASB”) and Task Force on Climate-Related Financial Disclosures (“TCFD”) Standards. For more information, see the Company’s Building a Better World Report at https://www.rpminc.com/sustainability.2020.

Building a Better World Oversight Committee

The Company’s Building a Better World Oversight Committee supports the Company’s on-going commitment, consistent with the Company’s code of conduct set forth in The Values & Expectations of 168, to responsibly serve the Company’s associates, customers and stockholdersstakeholders on matters relating to ESG topics such as the environment, health and safety, corporate social responsibility, diversity and inclusion, corporate governance, sustainability, climate change and other public policy trends, issues and concerns. A cross-functional committee chaired by the Company’s Vice President – Compliance and Sustainability, and Associate General Counsel, the Building a Better World Oversight Committee’s duties and responsibilities include:

Products and Processes Driving Sustainability

Many of the Company’s products, services and processes drive sustainability by helping its customers minimize their environmental footprint. Energy efficiency, reduced landfill waste, renewable resource use, recycling and reuse, greener chemistry, waste management, waste stewardship, water stewardship and greenhouse gas emissions reductions are among the Company’s diverse sustainability initiatives that continue to earn the trust of its customers and stakeholders. Examples at the Company’s businesses include:

Human Capital Management

TheWe understand that our Company fosters an environmentis only as strong as the team behind it. With the consistent support and dedication of leadership at all levels, we foster a workplace that supports itsour associates as individuals and helps them thrive incorporatingin their current positions and strive to accomplish their future aspirations. Our human capital management strategy includes sustainable best practices in professional development, benefits, health and safety, and community involvement.

At RPM, we are committed to fostering, cultivating and preserving a culture of diversity and inclusion. We support this commitment and provide associate resources through Respect at RPM, a program that reinforces our core values of operating with transparency, trust and respect. The program emphasizes the importance of diversity and inclusion at RPM and across all our operations, and supports associate growth and development. We have built our workforce with a commitment to create a diverse and inclusive culture. We recruit, select, hire and develop individuals based on their qualifications and skills. All associates and other parties involved in the employment relationship are required to comply with our Code of Conduct and are prohibited from discriminating against individuals during all stages of employment or hiring, including decisions involving recruitment, promotion, transfer, assignment, training, termination and lay-offs, working conditions, wage and salary administration, associate benefits and application of policies. We prohibit any inappropriate conduct or behavior against others, including discrimination perpetrated by associates, supervisors, customers or vendors, and strictly prohibit retaliation and harassment, as set forth in our Code of Conduct and Hotline and Non-Retaliation Policy.

Corporate Governance

The Company is committed to meeting high standards of ethical behavior, corporate governance and business conduct. This commitment has led the Company to implement the following practices:

See also “Information Regarding Meetings and Committees of the Board of Directors” at page 2023 for further information on the Company’s governance practices. Additional information about our majority voting policy appears under the caption “Voting Rights” on page 10.12.

Experience, Qualifications, Attributes, Skills and Diversity of Directors

The Board of Directors believes that all the Company’s Directors are highly qualified and have specific employment and leadership experiences, qualifications, and skills that qualify them for service on the Board of Directors. The specific experiences, qualifications and skills that the Board of Directors considered in determining that each such person should serve as a Director are included in their individual biographies and also summarized in the following table:

Director Qualifications and Experience

Adherence to The Values & Expectations of 168 Understands and adheres to the code of conduct set forth in The Values & Expectations of 168

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Leadership and Operating Experience Significant leadership and operating experience

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Independence Satisfies the independence requirements of the NYSE and the SEC

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Finance Experience Possesses the background, knowledge, and experience to provide the Company with valuable insight in overseeing the Company’s finances

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Public Company Board and Corporate Governance Experience Experience serving on the boards of other publicly traded companies

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Environmental, Social and Governance Experience Knowledge of and experience with ESG initiatives

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Knowledge of the Company Experience with the Company for a period in excess of ten years

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Diversity Contributes to the Board in a way that enhances perspectives through diversity in gender, ethnicity, race and cultural and other backgrounds

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Merger and Acquisition Experience Possesses experience or insight related to mergers and acquisitions

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Cybersecurity Experience Knowledge of and experience with cybersecurity matters

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Enterprise-Wide Risk Oversight

The Board of Directors, assisted by its committees, oversees management’s enterprise-wide risk management activities. Risk management activities include assessing and taking actions necessary to manage risk incurred in connection with the long-term strategic direction and operation of the Company’s business. See “Information Regarding Meetings and Committees of the Board of Directors – Role in Risk Oversight” for further information.

Executive Compensation

The Company’s executive compensation program utilizes a mix of base salary, annual and long-term cash incentives, equity awards and standard benefits to attract and retain highly qualified executives and maintain a strong relationship between executive pay and Company performance. Ninety-threeSixty-seven percent (93%(67%) of the votes cast on the “say-on-pay”Say-on-Pay proposal last year were voted in support of the compensation of our named executive officers set forth in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narratives in last year’s Proxy Statement. In connection with last year’s Say-on-Pay vote, the Company reached out to 15 of our largest stockholders representing approximately 51.0% of our shares of Common Stock outstanding (the “Stockholder Outreach Group”) in order to discuss their views and understanding of the Company’s compensation practices.

During these conversations, we learned that the members of our Stockholder Outreach Group are supportive of the Company’s compensation practices. No member of our Stockholder Outreach Group objected to any of the Company’s compensation practices. One member of our Stockholder Outreach Group mentioned (but did not object to) our use of similar performance metrics for different awards, and another member of our Stockholder Outreach Group mentioned (but did not object to) our practice of awarding both Performance Earned Restricted Stock (“PERS”) and Performance Stock Units (“PSUs”). However, although no member of the Stockholder Outreach Group identified it as an issue, we believe that the lower Say-on-Pay vote result from last year may have been due to some stockholders viewing our Compensation Discussion and Analysis disclosures, and specifically with regard to our PSU awards, as not being sufficiently robust.

As a result of our conversations with our Stockholder Outreach Group, and in light of the result of the vote on last year’s Say-on-Pay proposal, the Compensation Committee continued its annual practice of providing compensation to the named executive officers that is competitive with the market by engaging Willis Towers Watson to conduct a compensation benchmark study, as more fully described in this Proxy Statement, and included further clarifying detail about the Company’s compensation practices in the Compensation Discussion and Analysis of this Proxy Statement. Specifically, with regard to awards of PERS and PSUs, we have added disclosure explaining that while the earning of PERS and the vesting of PSUs are both based on EBIT margin and revenue growth goals, it is important to note that the metrics and the performance periods are different, so the named executive officers are not being paid for the same performance twice. Receiving PERS does not guarantee vesting of PSUs and vice versa. Using these two key metrics in both types of equity awards supports RPM’s philosophy to drive results by tying its most important areas of performance to its compensation payouts.

In addition, we have expanded our disclosure about our PSUs, including new tabular disclosure of threshold, target and maximum performance levels for the fiscal 2023 PSU awards for the performance period from June 1, 2022 ending May 31, 2025.

Furthermore, for our fiscal 2024 compensation program (which is the first annual compensation cycle during which the Compensation Committee had the opportunity to adjust the Company’s compensation practices in light of the result of the vote on last year’s Say-on-Pay proposal), the Compensation Committee engaged Willis Towers Watson to prepare a study comparing the Company’s stock compensation design to those of its Compensation Peer Group (as hereinafter defined). Willis Towers Watson’s study found that it was atypical among the Compensation Peer Group to have two performance-based plans (such as our PERS and PSUs) and that approximately 75% of the Compensation Peer Group grants time-based restricted stock. The Compensation Committee engaged in a robust discussion regarding the overall intent of the equity component of the compensation program, including its role in the overall success of the Company which, in turn, benefits the Company’s stockholders. Consideration was given to replacing PERS awards with awards of time-based restricted stock. That option was eventually rejected, largely because moving from a performance-based award toward a non-performance-based award did not fit with the Company’s current compensation philosophy. The Compensation Committee also reviewed the mix between PERS, Stock Appreciation Rights (“SARs”) and PSUs. For fiscal 2023, the target mix for the Chief Executive Officer was 18% PERS, 45% SARs and 37% PSUs, and for the other named executive officers the target mix was 27% PERS, 28% SARs and 45% PSUs. For fiscal 2024, the Compensation Committee decided to place more weight on long term performance via SARs and PSUs and to tie 70% of equity

compensation to performance-based vehicles (PERS and PSUs). As a result, the Compensation Committee set the mix between PERS, SARs and PSUs for all named executive officers (including the Chief Executive Officer) at 15% PERS, 30% SARs and 55% PSUs.

The Compensation Committee will continue to consider results from future stockholder advisory votes, as well as input from its stockholders between meetings, in its ongoing evaluation of the Company’s executive compensation programs and practices.

Overall Compensation Program Principles

Pay for performance – The Company’s general compensation philosophy is performance-based in that the Company’s executive officers should be well compensated for achieving strong operating and financial results. The Company engages in a rigorous process intended to provide its executive officers a fair level of compensation that reflects the Company’s positive operating financial results, the relative skills and experience of the individuals involved, peer groupCompensation Peer Group compensation levels and other similar benchmarks.

Compensation weighted toward at-risk pay – The mix of compensation of the Company’s named executive officers is weighted toward at-risk pay (consisting of cash and equity compensation). Maintaining this pay mix results in a pay-for-performance orientation, which aligns to the Company’s compensation philosophy of paying total direct compensation that is competitive with peer group levels based on relative company performance. For fiscal 2022, 56%2023, 72.7% of the earned amounts of the principal compensation components for our named executive officers in the aggregate was variable and tied to our performance.

Compensation Benchmark Study – In 2022,2023, the Compensation Committee retained the professional consulting firm of Willis Towers Watson to conduct an executive compensation benchmark study. Based on its analysis and findings, Willis Towers Watson concluded that our Chief Executive Officer’s actualtarget total direct compensation was slightly higher than the 50^th percentile with a large portion of compensation due to performance-based equity. Overall, our named executive officers’ salaries and total target cash compensation are generally at or below the market median, and their long-term incentives and total direct compensation are generally at or above the market median.

Summary of Compensation Paid to Frank C. Sullivan, the Company’s Chief Executive Officer, in Fiscal 20222023

Stockholder Actions

Proposal One – Election of Directors (see pages 13–19)16 – 22)

The Board of Directors has nominated fourthree candidates for election to serve in Class IIII of the Board. The Board recommends that stockholders vote FOR the election of each nominee.

Proposal Two – Advisory Vote to Approve the Company’s Executive Compensation (see pages 26–29)29 – 31)

The Board of Directors is seeking an advisory vote to approve the Company’s executive compensation. Before considering this proposal, please read the Compensation Discussion and Analysis in this Proxy Statement, which explains the Compensation Committee’s compensation decisions and how the Company’s executive compensation program aligns the interests of the executive officers with those of the Company’s stockholders. Although the vote is advisory and is not binding on the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation decisions. The Board recommends that stockholders vote FOR the approval of the Company’s executive compensation.

Proposal Three – Advisory Vote on the Frequency of Future Advisory Votes to Approve the Company’s Executive Compensation (see page 32)

The Board of Directors is seeking an advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation. Before considering this proposal, please read the Compensation Discussion and Analysis in this Proxy Statement, which explains the Compensation Committee’s compensation decisions and how the Company’s executive compensation program aligns the interests of the executive officers with those of the Company’s stockholders. Although the vote is advisory and is not binding on the Board of Directors, the Compensation Committee will take into account the outcome of the vote when considering the frequency of future advisory votes to approve the Company’s executive compensation. The Board recommends that stockholders vote for future advisory votes on executive compensation to occur every 1 YEAR.

Proposal Four – Ratification of Appointment of Independent Registered Public Accounting Firm (see page 61)70)

The Audit Committee has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year ending May 31, 2023.2024. The Board of Directors is seeking stockholder ratification of this appointment. The Board recommends that stockholders vote FOR ratification of the selection of Deloitte & Touche LLP.

The following table sets forth the beneficial ownership of shares of Common Stock as of May 31, 2022,2023, unless otherwise indicated, by (i) each person or group known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) each Director and nominee for election as a Director of the Company, (iii) each executive officer named in the Executive Compensation tables in this Proxy Statement and (iv) all Directors and executive officers as a group. All information with respect to beneficial ownership of Directors, Director nominees and executive officers has been furnished by the respective Director, nominee for election as a Director, or executive officer, as the case may be. Unless otherwise indicated below, each person named below has sole voting and investment power with respect to the number of shares set forth opposite his or her name. The address of each Director nominee, Director and executive officer is 2628 Pearl Road, Medina, Ohio 44258.44256.

The Proxy holders named in the accompanying Proxy or their substitutes will vote such Proxy at the Annual Meeting or any adjournment or postponement thereof for the election as Directors of the fourthree nominees unless the stockholder instructs, by marking the appropriate space on the Proxy, that authority to vote is withheld. If any nominee should become unavailable for election (which contingency is not now contemplated or foreseen), it is intended that the shares represented by the Proxy will be voted for such substitute nominee as may be named by the Board of Directors. In no event will the accompanying Proxy be voted for more than fourthree nominees or for persons other than those named below and any such substitute nominee for any of them.

NOMINEES FOR ELECTION

		Robert A. Livingston, age 69 – Director since 2017 Retired President and Chief Executive Officer, Dover Corporation, a $8.5 billion 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. He is also a board member of API, Inc. (a privately held company). Mr. Livingston received his B.S. degree in business administration from Salisbury University. 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 stockholder relations, that the Company deals with today.
		Shares of Common Stock beneficially owned: 14,818		Nominee to Class III (term expiring in 2026)
		Frederick R. Nance, age 69 – Director since 2007 Executive Group Member and Global DEI Counsel 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 serves on the board of the Cleveland Clinic, where he chairs the governance committee. 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. 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. As Global DEI Counsel of Squire Patton Boggs (US) LLP, Mr. Nance oversees a multinational staff pursuing diversity and inclusion efforts for thousands of partners and employees across the globe. 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.
		Shares of Common Stock beneficially owned: 9,915		Nominee to Class III (term expiring in 2026)

DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING

		Kirkland B. Andrews, age 5455 – Director since 2018   Executive Vice President and Chief Financial Officer of Evergy, Inc. (NYSE: EVRG), a regulated utility holding company serving 1.6 million customers in Kansas and Missouri, since February 2021. From March 2020 until February 2021, Mr. Andrews had been a director of Evergy, where he was a member of the audit committee, the power delivery and safety committee, and the strategic review and operations committee. Prior to that, Mr. Andrews was Executive Vice President and Chief Financial Officer of NRG Energy, Inc. (NYSE: NRG) from 2011 until February 2021. Mr. Andrews was a director of NRG Yield, Inc. from 2012 until 2018 (when NRG Yield, Inc. became Clearway Energy, Inc.), and also served as Executive Vice President, Chief Financial Officer of NRG Yield, Inc. from 2012 to 2016. Mr. Andrews also previously served as Chief Financial Officer of GenOn Energy, Inc., a wholly-owned subsidiary of NRG, which filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code in 2017. Prior to joining NRG, he served as Managing Director and Co-Head Investment Banking, Power and Utilities – Americas at Deutsche Bank Securities from 2009 to 2011. Prior to that, he served in several capacities at Citigroup Global Markets Inc., including Managing Director, Group Head, North American Power from 2007 to 2009, and Head of Power M&A, Mergers and Acquisitions from 2005 to 2007. In his banking career, Mr. Andrews led multiple large and innovative strategic, debt, equity and commodities transactions.   Mr. Andrews was initially appointed as a Director pursuant to the Cooperation Agreement, dated June 27, 2018, among the Company and Elliott Associates, L.P., Elliott International, L.P. and Elliott International Capital Advisors Inc. (the “Cooperation Agreement”) related to, among other things, appointment of additional Directors to the Board of Directors. The Board of Directors has determined that Mr. Andrews should serve as a Director because of his extensive executive management experience at Evergy and his considerable financial background as Evergy’s Executive Vice President and Chief Financial Officer. At Evergy, Mr. Andrews deals with many of the major issues, such as financial, strategic, technology, management development, acquisitions and capital allocation, that the Company deals with today. Also, with his extensive financial background, Mr. Andrews is a financial expert for the Company’s Audit Committee.
		Shares of Common Stock beneficially owned: 8,92710,275		Nominee toDirector in Class I (term expiring in 2025)
		General Ellen M. Pawlikowski (Ret.)(Retired), age 6566 – Director since 2022   Gen. Pawlikowski is a retired four-star general of the U.S. Air Force and was the third woman to achieve this rank. 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 CorporationCorporation) (NYSE: RTX) since 2020, and Velo3D, Inc. (NYSE: VLD) since 2022.2020. She was previously a director of Raytheon Company from 2018 until 2020, and Intelsat S.A. from 2019 until February 2022.2022, and Velo3D, Inc. (NYSE: VLD) from 2022 until June 2023.   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 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.
		Shares of Common Stock beneficially owned: 01,900		Nominee toDirector in Class I (term expiring in 2025)

DIRECTORS WHOSE TERMS OF OFFICE WILL CONTINUE AFTER THE ANNUAL MEETING

Committee Membership

Set forth below is the current membership of each of the Committees, with the number of meetings held during the fiscal year ended May 31, 20222023 in parentheses:

COMPARISON OF 105 YEAR CUMULATIVE TOTAL RETURN*

Among RPM International Inc., the S&P 500 Index,

2021and a Peer Group** and 2022 Peer Group***

Copyright^© 20222023 Standard & Poor’s, a division of S&P Global. All rights reserved.

COMPARISON OF 510 YEAR CUMULATIVE TOTAL RETURN*

Among RPM International Inc., the S&P 500 Index,

2021and a Peer Group** and 2022 Peer Group***

Copyright^© 20222023 Standard & Poor’s, a division of S&P Global. All rights reserved.

Comparative Framework

We periodically evaluate the competitiveness of our executive compensation programs.programs on an annual basis. In 2022,2023, the Compensation Committee engaged the professional compensation consulting firm of Willis Towers Watson to conduct a compensation benchmark study. Willis Towers Watson reviewed and evaluated our compensation packages for our key officers in light of the levels of compensation being offered by companies in the specialty chemicals industry and other related industries which fall within a reasonable size range (in terms of revenues) and operate businesses similar to that of the Company. TheThis compensation peer group (the “Compensation Peer Group”) was updated most recently in 2021 and is reviewed annually. Various factors are considered when determining the Compensation Peer Group including industry, organizational complexity, revenue size, like talent market, investor profile and whether the organization also lists the Company as a peer. The Compensation Peer Group companies included in Willis Towers Watson’s 20222023 compensation benchmark study were:

Elements of Our Named Executive Officer Compensation Program for Fiscal 2023

Key Financial Performance Metrics Linked to Determining Compensation for Fiscal 2023

Together, the three key financial performance metrics (“Key Financial Performance Metrics”) described above, when improving, generate significant value for the Company’s stockholders.