AGM 2025

Oct 2, 2025

Slides

This call is being recorded. Annual meeting for RPM International Inc. Our host for today's call is Frank C. Sullivan, Chairman and CEO. I will now turn the call over to your host, Mr. Sullivan. You may begin, sir. Thank you, Paul. Good afternoon and welcome to the RPM International Inc. 2025 Annual Meeting of Stockholders. As is our custom, the meeting will be divided into three sections. The first section will be the formal portion of the annual meeting. The second section will be a discussion of the annual report and the first quarter financial results of RPM. The third section will be a question and answer period. Any stockholders who are logged in and have a question may submit it at any time during the meeting by typing it into the "ask a question" box at the bottom left of your screen. I now call to order the RPM International Inc. 2025 Annual Meeting of Stockholders. Please note that Tracy D. Crandall will keep the minutes of the meeting. Thank you, Mr. Chair. I have an affidavit from Broadridge Financial Solutions Inc. to the effect that notice of this meeting was duly sent on August 21, 2025, to stockholders of record at the close of business on August 28, 2025, and that this annual meeting has been duly called in accordance with the order of the Board of Directors. Let the record show that Michael J. Laroche and Gregory S. Harvey are the Inspectors of Election and that they have tabulated the proxies. As of the record date, there were outstanding and entitled to vote approximately 128 million shares of common stock, so that approximately 64 million shares constitute a quorum. Since at least 113 million shares, or approximately 88% of the shares outstanding, are represented at the meeting by proxy, according to a recent tabulation, a quorum is present at the meeting. I now declare the formal portion of the meeting open for transacting such business as may properly be brought before it, and the polls open. At this time, any stockholder who are logged in and who have not already submitted a proxy and wish to vote their shares may do so by clicking the "vote here" button on the bottom right side of your screen. The first order of business will be the election of nine directors. The term of office of each of the elected directors will expire at the annual meeting of stockholders to be held in 2026. The Board of Director nominees are Julie A. Beck, Bruce A. Carbonari, Jennifer D. Deckard, Salvator D. Fazalari, Christopher L. Mapes, Craig S. Morford, Ellen M. Polakowski, Frank C. Sullivan, and Elizabeth F. Whited. I will now entertain a motion with respect to the nomination of the directors. Let the record show that Ms. Jeanine B. Kastner made a motion to nominate the following nine persons to serve as directors of RPM International Inc. for a term of one year expiring at the RPM International Inc. Annual Meeting of Stockholders in 2026, or until their successors shall have been duly elected: Julie A. Beck, Bruce A. Carbonari, Jennifer D. Deckard, Salvator D. Fazalari, Christopher L. Mapes, Craig S. Morford, Ellen M. Polakowski, Frank C. Sullivan, and Elizabeth F. Whited. Let the record further show that Mr. Russell L. Gordon seconded the motion. A recent tabulation of votes received by proxy indicates that an average of 101 million shares, which represents an average of approximately 97% of the shares voting, have been voted for the election of the nine nominees as directors. The final results of the tabulation of votes will be made available after the meeting upon request to any stockholder. This confirms the election of the nine nominees to serve as directors of the RPM International Inc. Board of Directors for a term of one year that expires at the Annual Meeting of Stockholders in 2026. The next order of business will be to approve on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement, also known as a say on pay vote. Let the record show that Ms. Jeanine B. Kastner made a motion to approve on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement, and that Mr. Russell L. Gordon seconded the motion. A recent tabulation of the votes received by proxy indicates that at least 97 million shares, which represents approximately 92% of the shares voting, have been voted to approve on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement. The final results of the tabulation of votes will be made available after the meeting to any stockholder upon request. This confirms the approval on an advisory basis of the compensation of the named executive officers as disclosed in the proxy statement. The next order of business will be the ratification of the Audit Committee's appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2026. Let the record show that Ms. Jeanine B. Kastner moved that the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2026 be ratified, and that Mr. Russell L. Gordon seconded the motion. A recent tabulation of the votes received by proxy indicates that at least 110 million shares, which represents approximately 96% of the shares voting, have been voted for the ratification of the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2026. The final results of the tabulation of votes will be made available after the meeting to any stockholder upon request. This confirms the ratification of the appointment of Deloitte & Touche LLP as RPM International Inc.'s independent registered public accounting firm for fiscal year 2026. The formal portion of the meeting has concluded, and I will now entertain a motion to adjourn. Let the record show that Ms. Jeanine B. Kastner moved that the meeting be adjourned, and that Mr. Russell L. Gordon seconded the motion. The formal portion of the meeting is duly adjourned and the polls closed. Once again, I am pleased to welcome the RPM stockholders to our 2025 Annual Meeting of Stockholders. I will take a few minutes to discuss our fiscal 2025 results, talk about our first quarter of 2026 results that were announced yesterday, and address some leadership changes at RPM. On this slide, you will see the forward-looking statements and Regulation G language. This essentially means that anything that we say today on the call about our future or our outlook cannot be held against us. This slide probably highlights RPM's results for the fiscal year ended May 31, 2025. We achieved record sales of nearly $7.4 billion, record adjusted EBIT up 3.7% from the prior year, and record adjusted earnings per share up 7.3% from the prior year of $5.30, and achieved a record EBIT margin of 13.2%. As you can see on this slide, our year was one of progress with the exception of a severe winter weather interrupted third quarter. In fact, we grew sales and earnings to record levels in our first, second, and third quarter, all of which combined in the record results that we proudly presented earlier this year in our annual report. Fiscal 2025 concludes our three-year MAP 2025 Operating Improvement Program. As you can see on this slide, in the middle of the MAP 2025 program, we achieved record results in each of the three years in sales, adjusted EBIT, and adjusted earnings per share, and achieved an all-time record EBIT margin of 13.2%, short of our 16% goal, which is still very much in our target in the coming years. We accomplished a lot in our MAP 2025 program, including a more than 500 basis point improvement in gross margins, a 260 basis point improvement in our EBIT margins, a 320 basis point improvement in working capital as a percent of sales, which allowed us to generate more than $2 billion of cash from operations over the period of the MAP 2025 program, and record sales, adjusted EBIT, and adjusted EPS in each of the three years of our MAP 2025 initiative. Going forward, it is crucial that we embed the MAP 2025 learnings into the culture of RPM while we position our RPM for a pivot to growth by realizing the power of RPM. The fiscal year ended May 31, 2025, generated an outperformance versus our peer group for each of the last three-year, five-year, and as you can see on this chart, 10-year periods with strong returns to RPM stockholders. The power of RPM is alive and well as we enter fiscal 2026. At May 31, 2025, we operated as four segments: a platform approach to sustainable growth and value creation, and the power of RPM, which was developed during the MAP 2025 initiative, our entrepreneurial approach to customers with leading brands driving innovation and growth, being center-led in operations and administration, driving efficiency and continuous improvement, and operating with the value of 168, transparency, trust, and respect in the connections across RPM. This past year, we worked with an outside firm to reassess the serviceable addressable market available to RPM and the RPM companies. This pie chart highlights the available addressable market in the geographies in which we already operate and the primary product lines and markets in which we already serve. As you see here, there is over $100 billion of growth potential for the RPM product lines and businesses. Roughly half of this is in our Construction Products Group, with the other parts being in our Consumer Group and, as I'll talk about in a minute, our combined Performance Coatings Group and Specialty Products Group. In short, there is tons of room for RPM companies to grow in markets that we know and already serve. This chart represents RPM's very deliberate approach to a balance between both consumer and industrial markets and more cyclical new construction and OEM markets versus repair and maintenance, which are less so. As you can see here, that balance exists in each of our four segments at May 31, 2025, and of course, RPM as a consolidated whole. This chart reflects RPM's results as of May 31, 2025, around the globe. 78% of our revenues are in our core North American markets, with another $1.1 billion or 14% in Europe. As you can see, with approximately $500 million in the developing world's southern hemisphere, there is huge opportunity for RPM to grow in the portion of the world that represents more than half of the world population and more than half of the world's GDP. Having completed our MAP 2025 program on the back of our very successful 2020 MAP to Growth program, we've been working with our Board of Directors and our leadership team to ask what's next following our MAP 2025 initiative. You can see the elements of what we've accomplished since 2018 and the original introduction of our MAP Operating Improvement Initiatives. A big part of what's next for RPM is a pivot to growth. In making a pivot to growth, we ask and challenge our businesses to have a different outcome. We need to do some things differently. I will touch on a few high-level differences that we have made as we approach our fiscal 2026. This chart represents the RPM org structure first established in 2002 as six groups reporting in three segments. This carried us for 16 years until the initiation of our 2020 MAP to Growth Operating Improvement Program in the summer of 2018. At that time, we changed our organizational structure to a four-group, four-segment structure represented on this slide and began to focus on the power of RPM as we drove more collaboration and more cooperation across the RPM groups and the RPM operating units. In July, we announced a further structural change by essentially merging our specialty products group, RPM's smallest group, into our performance coatings group for a three-group structure represented on this slide and continuing to be driven by the power of RPM. By combining the high-performance OEM coatings of our specialty products group with the high-performance coatings in our performance coatings group, we will be pursuing greater efficiency and greater opportunities for growth in the markets. Also, in conjunction with this organizational change, today at our Board of Directors, the RPM International Inc. Board elected Dave Dennsteadt to RPM Executive Vice President. In this new role, Dave will oversee all corporate administrative functions, including finance, legal, risk management, human resources, manufacturing, and operations. Bringing a wealth of experience from his recent tenure as Group President of RPM's Performance Coatings Group, Dave has delivered consistent record-breaking sales and earnings while cultivating a global strategic vision. Since joining StoneHard in 1995 as a Technical Service Engineer, Dave has held a variety of leadership roles, including Managing Director of StoneHard Europe, Vice President of our Performance Coatings Group, and Group President of our Performance Coatings Group. His experience spans operations, international business development, corporate development, and acquisition strategy. Dave holds a bachelor's degree in civil engineering from Rutgers University and an MBA from the New York University Stern Executive MBA program. Succeeding Dave as Group President of our Performance Coatings Group is Greg Michael. Greg previously was the President of our StoneHard operation, where he demonstrated exemplary leadership, expanded sales, executed long-term strategic plans, and achieved record profitability and increased efficiency. Under Greg's guidance, StoneHard became a top performer among RPM companies for operational and commercial excellence. Greg Michael holds a bachelor's degree in accounting from Rider University. Another change that we made in the past couple of years is our approach to the developing world. A few years ago, we did a 10-year look-back analysis of our acquisition activity for our Board of Directors. While we have a highly successful acquisition program, we noticed one category that was underperforming. It was areas where we had deliberately planted small flags through small acquisitions in developing countries as a low-risk basis to grow. We were not paying attention to these small businesses, and we categorized this group of companies and acquisitions as small and far away. One exception to this was the high-performing group of companies in South Africa and that region managed by Grant Boonsire and his team. High growth, high margins, strong compliance, in essence, what we were looking for in leadership for the developing world. In conjunction with our Board of Directors and leadership team, we created a platform approach, taking all of those businesses in the Middle East, Africa, India, and Southeast Asia, now part of a platform approach across all RPM businesses and brands and led by Grant Boonsire and his team. In the first two years, we are seeing extraordinary results in sales growth, significant profitability improvement, and excellent prospects for continuing growth and finally feel that we have a good strategy for growth in the developing world. Lastly, I would like to talk about some of the things that are driving our outperformance in the markets, particularly in our first quarter of fiscal 2026. You can see key factors that have allowed us to achieve record results. While I'll talk about the results in a minute, in these different areas, the things that are driving our strength and performance include turnkey offerings in roofing and flooring, where we both supply and apply the product, which is a competitive advantage in the current labor-constrained construction markets. Customer-focused new product introductions across many of our businesses, strategic acquisitions in categories adjacent to our core businesses, engineered solutions that meet and exceed the demanding specifications of building projects in areas such as infrastructure, data centers, schools, hospitals, and pharmaceutical manufacturing, system selling that offers comprehensive solutions for all six sides of the building envelope, a focus on repair and maintenance, which offers a compelling value proposition and where demand is less volatile than new construction, hiring additional sales reps and sales support staff across our construction products and industrial coatings businesses, which today is in contrast to many of our competitors that are cutting back in these important growth investments, and continuously implementing efficiency initiatives built on the legacy of our MAP to Growth and MAP 2025 achievement. These are key examples of what drove our outperformance in the first quarter that we announced yesterday. For the quarter ended May 31, 2025, sales grew 7.4% with adjusted EBIT at a record 2.9% and adjusted diluted EPS of $1.88 up 2.2% and also an all-time record. Key areas of strength include a 4% unit volume growth in our Construction Products Group and an 8% unit volume growth in our Performance Coatings Group. As you can see on this slide, we had record results in sales and earnings at two of our three businesses, Construction Products and Performance Coatings, and record sales in our Consumer Group. One of the challenges that we had in the first quarter was an outsized expense for healthcare for our associates, an extraordinary $8 million increase over the prior year. Excluding that and other unusual corporate expenses, you can see that our sales growth of 7.4% at the operating level drove an adjusted operating company margin, I'm sorry, adjusted operating earnings up 4.8%. The outlook for our second quarter will be much like our first quarter. Outsized growth, particularly in organic growth versus what most of our industrial and construction product peers are performing at, and continued growth in improvement and leverage to a bottom line. For the full fiscal year, we are forecasting sales growth up in the low to mid-single digits and adjusted EBIT up in the high single digits to low double digits generated by a combination of outperformance of organic growth by the RPM companies and through the benefits of acquisitions that we have completed year to date. With this strong first quarter start to our FY 2026, I am pleased to announce that our board of directors has approved a regular quarterly cash dividend of $0.54 per share. This is the 52nd consecutive year that RPM has increased its cash dividend to shareholders. This is a significant achievement as only 39 other U.S. companies have consistently paid an increasing annual cash dividend for a similar or longer period of time. This concludes our prepared remarks. We'll now show a few video highlights of some of RPM's products and services to allow you time to formulate and submit any questions that you have through the webcast portal. When these videos are finished, we will answer your questions. Any stockholders who are logged in and have a question may submit it now by typing it in the "Ask a Question" box at the bottom left of your videos. I hope you enjoyed that collection of RPM videos and ads. During this time, we received a number of questions. A couple of questions related to the increase in SG&A expenses in the quarter, and I'd like to address that specifically. During the quarter, as I mentioned in my prepared remarks, we had an extraordinary quarter-over-quarter, year-over-year increase in healthcare costs, something that we would expect to see trend down in the coming quarters. We also made a number of very significant and deliberate investments in growth. These include an increase in sales, new sales hires, and sales associate support staff to the tune of $5.3 million in the quarter, $3.2 million of higher advertising expense, mostly at our consumer group and in particular around our new cleaning products, and $2.1 million of higher acquisition expense, which relates to a building pipeline of acquisition opportunities for RPM. Another question received related to RPM and whether or not we had a foundation. We do not have a foundation at this time, but it's certainly something that we could look at. RPM associates around the globe put forth their time and effort along with RPM operating unit support in different charitable programs and events, and we are proud to be critical champions of the communities in which we operate. In the U.S., we contributed thousands of hours of time and more than $3.5 million to charitable causes in the communities in which our associates live and work. Another question relates to RPM's embracing system selling, a very important element of our Construction Products Group. Ten or fifteen years ago, our sales were principally around high-performance materials like sealants or gaskets that were critical in the installation of windows or doors or other construction components. On a wall system, we got perhaps $0.50 per square foot. Today, we have expanded in other components, as well as different siding materials like insulated concrete forms and Nudura, and panelization, and today are achieving, in some instances, as much as $40 or $45 per foot on a wall installation. This is a dramatic improvement, both something that's attractive to architects, engineers, and building owners as they are getting a whole wall system from a single supplier, along with the warranty and the guarantee of that system performance. We expect to continue to develop organically and acquire components for all six sides of the building as we move from distribution of components to selling systems throughout our Construction Products Group. Another question came in related to the reshoring of manufacturing. We are benefiting from that, particularly in our Performance Coatings Group, where we manufacture high performance for concrete and structural steel, whether it's going into data centers, new pharmaceutical plants, or expanded broad manufacturing. RPM products are there. Also, with our Euclid Chemical Company, a leader in components of concrete, whether it's fibers, concrete repair products, or coatings, or sealants for concrete. The onshoring of manufacturing is certainly benefiting RPM, and we expect that to be a benefit for many years to come. We have not received any other questions. At this point in time, I would like to take a moment to recognize the Board of Directors of RPM International Inc., who provided us with the oversight, challenges, and questions to drive our growth and strategy. Julie A. Beck. Ms. Beck is the Senior Vice President, Chief Financial Officer, and Treasurer of MSA Safety Incorporated, a global leader in the development of advanced safety products and solutions that protect people and facility and infrastructures. Ms. Beck was formerly Senior Vice President and Chief Financial Officer of Terex Corporation, a global manufacturer of lifting and material processing products. She was elected to RPM's Board of Directors in 2025 and serves as a financial expert on the Audit Committee. Bruce A. Carbonari. Mr. Carbonari is a retired Chair and Chief Executive Officer of the diversified consumer products company Fortune Brands. Previously, he was the CEO of Fortune Brands Business Unit Home and Hardware LLC and the Kitchen and Bath Group. Mr. Carbonari has been a member of RPM's Board of Directors since 2002, served as our Lead Director for 12 years, and serves on the Governance and Nominating Committee and Executive Committee. Jennifer D. Deckard. Ms. Deckard is the Chief Finance and Administrative Officer of the Sisters of Notre Dame of the United States, whose operations include faith-based educational institutions, retirement communities, and a hospital. She previously served as President, Chief Executive Officer, and Director of Covia Holdings Corporation, a leading provider of minerals and materials solutions for the industrial and energy markets, as well as President and CEO and Director of Fairmount Central Holdings Inc. She became a member of the RPM Board of Directors in 2015 and serves as a financial expert on the Audit Committee. Salvator D. Fazalari. Mr. Fazalari is the former Chair, President, and CEO of Harsco Corporation, a diversified global industrial company. He serves on the board of the Bowman Hat Company and RDG Companies. Mr. Fazalari has extensive experience in the metals and minerals market and developing innovative solutions that significantly improve the environment. Mr. Fazalari was elected to the RPM Board of Directors in 2013 and is Chair of the Audit Committee, where he serves as a financial expert and as a member of the company's Executive Committee. Christopher L. Mapes. Mr. Mapes is the former Executive Chair, President, and CEO of Lincoln Electric, a global leader in arc welding and cutting equipment and materials. Prior to Lincoln Electric, he served as an Executive Vice President of AO Smith Corporation, a global manufacturer with a water heating and water treatment technology business. Mr. Mapes serves on the boards of the Timken Company, Nordson Corporation, and AO Smith Corporation. He was elected to RPM's Board of Directors in 2025 and serves as a member of the Compensation Committee. Craig S. Morford. Mr. Morford is the retired General Counsel and Corporate Secretary at Exxon Mobil, one of the largest fuels, lubricants, and chemical companies in the world, where he led efforts in litigation, mergers and acquisitions, environmental and climate and regulatory and international compliance, and commercial legal affairs. He previously was appointed by President George W. Bush to serve as Acting Deputy Attorney General of the United States, the culmination of a distinguished 20-year career with the U.S. Department of Justice, including service as U.S. Attorney in Detroit and Nashville. Mr. Morford was elected to RPM International Inc.'s Board of Directors in 2025 and serves as a member of the Governance and Nominating Committee. Ellen M. Polakowski. General Polakowski is a retired four-star general of the United States Air Force and was the third woman to achieve this rank. She was elected to RPM International Inc.'s Board of Directors in 2022 and is an independent consultant providing expertise to industry and academia on strategic planning, program management, logistics, and research and development. General Polakowski serves on the board of RTX Corporation. She serves on RPM International Inc.'s Audit Committee. Elizabeth F. Whited. Ms. Whited is a special advisor and former president of Union Pacific Corporation, one of America's leading transportation companies. In her role as president, Ms. Whited led the strategy, workforce resources, sustainability, law, corporate relations, communications, and government affairs functions. Ms. Whited was elected to RPM International Inc.'s Board of Directors in 2021 and serves as a member of the Compensation Committee. Frank C. Sullivan. I am the Chairman and CEO of RPM International Inc. I began my career in corporate finance at Harris Bank and First Union National Bank before joining RPM International Inc. in a joint venture company in 1987. I became President and CEO of RPM International Inc. in 2002. I serve on the board of the Timken Company, the Rock and Roll Hall of Fame and Museum, and the American Coatings Association. The following directors who are not up for reelection this year include Robert A. Livingston. Mr. Livingston is a retired President, Chief Executive Officer of Dover Corporation, a diversified global industrial manufacturer, and has been a member of RPM International Inc.'s Board of Directors since 2017. Mr. Livingston has extensive management expertise and experience and serves as RPM International Inc.'s Lead Director, as well as Chair of RPM International Inc.'s Compensation Committee, and is also a member of the Executive Committee. Frederick R. Nance. Mr. Nance is an Executive Group member and former Global Managing Partner for Squire Patton Boggs, a global law firm, and formerly led its U.S. Sports and Entertainment Practice, representing several prominent clients, including LeBron James. Mr. Nance serves on the board of the Cleveland Clinic, where he chairs the Governance Committee. He's been a member of RPM's Board of Directors since 2007 and serves as Chair of the Governance and Nominating Committee and is a member of our Executive Committee. William B. Summers, Jr. is the retired Chair and Chief Executive Officer of McDonald Investments Inc., an investment banking and securities firm, now a part of KeyBanc Capital Markets Inc. He previously served as the Director of Developers Diversified Realty Corporation and is a member of the board and Chairman for the NASDAQ Stock Exchange and on the New York Stock Exchange. Mr. Summers has been a member of RPM's Board of Directors since 2004 and serves on RPM's Compensation Committee. Thank you very much for your participation today in RPM's 2025 Annual Stockholders' Meeting, and most importantly, for your investment in RPM. We wish you good health and happiness. As a company proudly headquartered in the United States of America, we are ending our meeting with the playing of our national anthem. Have a great day, and thank you again for your investment in RPM.