{"url_path":"/sec/rpm/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 Directors, Executive Officers and Corporate Governance.","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/110621/0001193125-26-312142-index.html","accession_number":"0001193125-26-312142","cik":"0000110621","ticker":"RPM","issuer_name":"RPM INTERNATIONAL INC/DE/","edgar_url":"https://www.sec.gov/Archives/edgar/data/110621/0001193125-26-312142-index.html","primary_entity_key":"0000110621","primary_entity_name":"RPM INTERNATIONAL INC/DE/"},"word_count":1017,"has_tables":true,"body_markdown":"Item 10. Directors, Executive Officers and Corporate Governance.\n\nInformation required by this Item 10 as to our Directors appears under the caption “Proposal One - Election of Directors” in our 2026 Proxy Statement, which information is incorporated herein by reference. Information required by Item 405 of Regulation S-K is set forth in the 2026 Proxy Statement under the heading “Delinquent Section 16(a) Reports,” which information is incorporated herein by reference. Information required by Items 406, 407(c)(3), 407(d)(4) and 407(d)(5) of Regulation S-K is set forth in the 2026 Proxy Statement under the heading “Information Regarding Meetings and Committees of the Board of Directors,” which information is incorporated herein by reference. Information required by Item 408(b) of Regulation S-K is set forth in the 2026 Proxy Statement under the heading \"Executive Compensation - Insider Trading Policy,\" which information is incorporated herein by reference.\n\nThe Charters of the Audit Committee, Compensation Committee and Governance and Nominating Committee, the Corporate Governance Guidelines and “The Values & Expectations of 168” (our code of business conduct and ethics) are available on our website at www.rpminc.com and in print to any stockholder who requests a copy. Requests for copies should be directed to Vice President - Investor Relations and Sustainability, RPM International Inc., 2628 Pearl Road, Medina, Ohio 44256. We intend to disclose any amendments to our code of business conduct and ethics, and any waiver of our code of business conduct and ethics granted to any of our Directors or Executive Officers on our website.\n\nThe name, age and positions of each of our Executive Officers as of July 22, 2026 are as follows:\n\nName\n\n \n\nAge\n\n \n\nPosition and Offices Held\n\nFrank C. Sullivan\n\n \n\n65\n\n \n\nChairman and Chief Executive Officer\n\nDavid C. Dennsteadt\n\n \n\n53\n\n \n\nPresident and Chief Operating Officer\n\nTracy D. Crandall\n\n \n\n53\n\n \n\nVice President, General Counsel and Chief Compliance Officer\n\nRussell L. Gordon\n\n \n\n60\n\n \n\nVice President and Chief Financial Officer\n\nJaneen B. Kastner\n\n \n\n59\n\n \n\nVice President - Corporate Benefits and Risk Management\n\nMichael J. Laroche\n\n \n\n43\n\n \n\nVice President, Controller and Chief Accounting Officer\n\nAndrew G. Polanco\n\n \n\n55\n\n \n\nVice President - Operations\n\nMatthew T. Ratajczak\n\n \n\n58\n\n \n\nVice President - Global Tax and Treasurer\n\n \n\nFrank C. Sullivan was elected Chairman of the Board in 2008 and Chief Executive Officer in 2002. From 1999 to 2008 and again from 2018 to 2026, Mr. Sullivan served as our President and was Chief Operating Officer from 2001 to 2002. From 1995 to 1999, Mr. Sullivan served as Executive Vice President, and was Chief Financial Officer from 1993 to 1999. Mr. Sullivan served as a Vice President from 1991 to 1995. Prior thereto, he served as our Director of Corporate Development from 1989 to 1991. Mr. Sullivan served as Regional Sales Manager from 1987 to 1989 of AGR Company, an Ohio General Partnership formerly owned by us. Prior thereto, Mr. Sullivan was employed by First Union National Bank from 1985 to 1987 and Harris Bank from 1983 to 1985.\n\nDavid C. Dennsteadt was elected President and Chief Operating Officer in 2026. Before assuming his current role, Mr. Dennsteadt served as Executive Vice President beginning in 2025, and prior to that as Group President of our PCG Segment from 2018 to 2025. His career began at Stonhard in 1995, where he progressed from product/project engineer to international business development manager, operations manager for European operations, and eventually managing director of Stonhard Europe. He later became Director of Corporate Development for our Performance Coatings Division. In 2009, Mr. Dennsteadt joined a venture capital-funded startup for four years before rejoining RPM in 2013 as Vice President of PCG.\n\nTracy D. Crandall was elected Vice President, General Counsel, Chief Compliance Officer & Secretary in 2024. Ms. Crandall was previously elected Vice President, Associate General Counsel and Assistant Secretary in 2015, adding the title of Compliance in 2021. Ms. Crandall joined the Company in 2010 as Associate General Counsel. Previously, she was a partner at Calfee, Halter & Griswold LLP and, before that, served as commercial counsel for G.E. Lighting.\n\nRussell L. Gordon was elected Vice President and Chief Financial Officer in 2012. Prior to that time, Mr. Gordon was the Company’s Vice President – Corporate Planning from 2007 to 2012. Mr. Gordon joined the Company as Director of Corporate Development in 1995. Prior to joining the Company, Mr. Gordon held various financial positions in corporate treasury and control as well as in the Specialty Chemicals Division of Goodrich Corporation. He previously was an industrial engineer at VLSI Technology Inc.\n\nJaneen B. Kastner was elected Vice President – Corporate Benefits and Risk Management in 2007. Ms. Kastner had been our Director of Human Resources and Administration since 2000. Ms. Kastner joined the Company in 1997 as Manager of Benefits and Insurance. Prior to joining the Company, Ms. Kastner was a pension plan consultant with Watson Wyatt & Co.\n\nMichael J. Laroche was elected Vice President, Controller and Chief Accounting Officer in 2021. Prior to that time, Mr. Laroche was the Chief Financial Officer of the Company's former Specialty Products Group. Mr. Laroche joined the Company as Controller of the Specialty Products Group in 2016. Prior to joining the Company, he was a senior manager at PricewaterhouseCoopers LLP.\n\n82\n\n \n\nAndrew G. Polanco was elected Vice President – Operations in 2026. He previously served as Vice President of Manufacturing beginning in 2022. Mr. Polanco joined the Company as Senior Director of Purchasing for its DAP business in 2016. He was promoted to Vice President of Operations at DAP in 2018 before being named Vice President, Operations for the Company's Consumer Segment in 2019. Prior to joining the Company, he held various leadership roles at Masco Corporation and Black & Decker, as well as private equity companies Horizon Group USA and Howard Berger Co.\n\nMatthew T. Ratajczak was elected Vice President – Global Tax and Treasurer in 2012. Mr. Ratajczak joined the Company as director of taxes in 2004 and was elected Vice President – Global Taxes in 2005. Prior to joining the Company, he was Director of Global Tax for Noveon, Inc., a specialty chemicals company, and began his career with Ernst & Young LLP."}