RPM Hits Record Sales, Profit as MAP 2025 Restructuring Concludes

Ticker: RPM · Form: DEF 14A · Filed: Aug 21, 2025 · CIK: 110621

Rpm International Inc/De/ DEF 14A Filing Summary
FieldDetail
CompanyRpm International Inc/De/ (RPM)
Form TypeDEF 14A
Filed DateAug 21, 2025
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$20,000, $7.37 billion, $7.33 billion, $688.7 million, $588.4 million
Sentimentbullish

Sentiment: bullish

Topics: Specialty Coatings, Dividend Growth, Restructuring Success, Record Earnings, Share Repurchase, Corporate Governance, Building Materials

Related Tickers: RPM

TL;DR

**RPM is a dividend aristocrat delivering record profits and strong operational efficiency; buy the dip if you can find one.**

AI Summary

RPM International Inc. reported a record fiscal year ending May 31, 2025, with consolidated net sales increasing by 0.5% to $7.37 billion from $7.33 billion in fiscal 2024. Net income attributable to RPM International Inc. stockholders surged by 17.0% to a record $688.7 million, up from $588.4 million in the prior fiscal year. Diluted earnings per share also reached a record high, increasing by 17.3% to $5.35 from $4.56 in fiscal 2024. Cash provided by operating activities was $768.2 million, the second highest in the company's history. The company successfully concluded its multi-year restructuring program, MAP 2025, on May 31, 2025, which expanded gross margins by 510 basis points and adjusted EBIT margins by 260 basis points since fiscal 2022. RPM also increased its quarterly dividend by 10.9% to $0.51 per share on October 3, 2024, marking 51 consecutive years of dividend increases. The company repurchased 581,759 shares of Common Stock for approximately $70.0 million in fiscal 2025.

Why It Matters

RPM's consistent financial performance, marked by record net income and EPS, demonstrates strong operational execution, particularly with the successful conclusion of its MAP 2025 restructuring program. This sustained growth, coupled with 51 consecutive years of dividend increases, signals stability and a commitment to shareholder returns, making it an attractive option for long-term investors seeking reliable income. The company's diverse portfolio of market-leading brands like Rust-Oleum and DAP provides a competitive moat, while its 'Building a Better World' sustainability program addresses growing ESG concerns, potentially enhancing its appeal to a broader investor base and ensuring long-term market relevance.

Risk Assessment

Risk Level: low — The company's risk level is low due to its consistent financial performance, including 51 consecutive years of increasing cash dividends and record net income of $688.7 million in fiscal 2025. The successful conclusion of the MAP 2025 restructuring program, which improved gross margins by 510 basis points, further de-risks future operations by demonstrating effective cost management and strategic execution.

Analyst Insight

Investors should consider RPM a stable, long-term holding, especially given its consistent dividend growth and proven ability to execute strategic initiatives like MAP 2025. The company's share repurchase program, with approximately $192.3 million remaining, also indicates management's confidence and commitment to enhancing shareholder value.

Financial Highlights

revenue
$7.37 billion
net Income
$688.7 million
eps
$5.35
revenue Growth
+0.5%

Executive Compensation

NameTitleTotal Compensation
Frank C. SullivanChief Executive Officer$2,613,000+

Key Numbers

  • $7.37 billion — Consolidated net sales (Increased 0.5% in fiscal 2025 from $7.33 billion in fiscal 2024)
  • $688.7 million — Net income attributable to RPM International Inc. stockholders (Increased 17.0% to a record in fiscal 2025 from $588.4 million in fiscal 2024)
  • $5.35 — Diluted earnings per share (Increased 17.3% to a record in fiscal 2025 from $4.56 in fiscal 2024)
  • $768.2 million — Cash provided by operating activities (Second highest amount in the Company's history in fiscal 2025)
  • $0.51 — Quarterly dividend per share (Increased 10.9% on October 3, 2024, marking 51 consecutive years of increases)
  • 510 basis points — Gross margin expansion (Achieved during MAP 2025 from fiscal 2022 to fiscal 2025)
  • 260 basis points — Adjusted EBIT margin expansion (Achieved during MAP 2025 from fiscal 2022 to fiscal 2025)
  • 581,759 shares — Common Stock repurchased (Repurchased in fiscal 2025 at a cost of approximately $70.0 million)
  • $192.3 million — Maximum dollar amount remaining for stock repurchases (As of May 31, 2025)
  • 17,800 — Number of associates (Employed worldwide by RPM International Inc.)

Key Players & Entities

  • RPM INTERNATIONAL INC./DE/ (company) — Registrant and company under analysis
  • Frank C. Sullivan (person) — Chair and Chief Executive Officer of RPM International Inc.
  • Deloitte & Touche LLP (company) — Independent registered public accounting firm for RPM International Inc.
  • Tracy D. Crandall (person) — Secretary of RPM International Inc.
  • Innisfree M&A Incorporated (company) — Professional proxy solicitation firm engaged by RPM International Inc.
  • Rust-Oleum (company) — Market-leading brand owned by RPM International Inc.
  • DAP (company) — Market-leading brand owned by RPM International Inc.
  • The Pink Stuff (company) — Market-leading brand owned by RPM International Inc.
  • Zinsser (company) — Market-leading brand owned by RPM International Inc.
  • NYSE (regulator) — Stock exchange with listing standards for corporate governance

FAQ

What were RPM International Inc.'s key financial results for fiscal year 2025?

For fiscal year 2025, RPM International Inc. reported consolidated net sales of $7.37 billion, a 0.5% increase. Net income attributable to stockholders rose 17.0% to a record $688.7 million, and diluted earnings per share increased 17.3% to a record $5.35.

What was the outcome of RPM International Inc.'s MAP 2025 restructuring program?

The MAP 2025 restructuring program officially concluded on May 31, 2025. It successfully expanded gross margins by 510 basis points and adjusted EBIT margins by 260 basis points from fiscal 2022 to fiscal 2025, contributing to record results each year.

How has RPM International Inc. rewarded its shareholders through dividends?

RPM International Inc. has increased its cash dividend for 51 consecutive years. On October 3, 2024, the Board of Directors increased the quarterly dividend to $0.51 per share, a 10.9% increase from the prior year.

What are the key proposals for the RPM International Inc. Annual Meeting on October 2, 2025?

Stockholders will vote on the election of nine Directors, a non-binding advisory proposal to approve executive compensation, and the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year ending May 31, 2026.

What is RPM International Inc.'s approach to corporate governance?

RPM International Inc. maintains high governance standards, including a declassified Board, majority voting for Directors, stock ownership guidelines for executives and Directors, and prohibitions on hedging and pledging transactions. Eleven of the twelve current Directors are independent.

What is the 'Building a Better World' program at RPM International Inc.?

The 'Building a Better World' program is RPM International Inc.'s commitment to a sustainable future, integrating sustainability into product innovation, employee care, and business operations. An Oversight Committee, chaired by the VP of Investor Relations & Sustainability, manages ESG risks and opportunities.

How much did RPM International Inc. spend on stock repurchases in fiscal 2025?

During the fiscal year ended May 31, 2025, RPM International Inc. repurchased 581,759 shares of Common Stock at a cost of approximately $70.0 million, with an average cost of $120.32 per share.

When and where will the RPM International Inc. Annual Meeting of Stockholders be held?

The Annual Meeting of Stockholders for RPM International Inc. will be held virtually on Thursday, October 2, 2025, at 1:30 p.m., Eastern Daylight Time, online at www.virtualshareholdermeeting.com/RPM2025.

What is RPM International Inc.'s policy on executive compensation clawbacks?

RPM International Inc. has a Clawback Policy since 2012 for misconduct-related restatements and adopted the NYSE Clawback Policy in October 2023, allowing recovery of incentive-based compensation in the event of an Accounting Restatement.

What are the core values emphasized in RPM International Inc.'s code of business conduct?

RPM International Inc.'s code of business conduct, 'The Values & Expectations of 168,' emphasizes individual responsibility, accountability, reporting of concerns, and focuses on the company's values of transparency, trust, and respect.

Risk Factors

  • Supply Chain Disruptions [medium — operational]: The company's operations are dependent on a global supply chain. Disruptions, such as those experienced during the COVID-19 pandemic, can impact the availability and cost of raw materials, leading to production delays and increased expenses. This was a factor in managing costs during recent periods.
  • Economic Downturns [medium — market]: RPM's performance is tied to the health of the construction and industrial markets. A significant economic downturn could reduce demand for its products, impacting sales and profitability. The company's sales growth of 0.5% in fiscal 2025 indicates sensitivity to market conditions.
  • Environmental Regulations [medium — regulatory]: The company operates in industries subject to stringent environmental regulations concerning emissions, waste disposal, and product content. Non-compliance can result in fines, legal liabilities, and reputational damage. Changes in regulations could also necessitate costly product reformulation or process changes.
  • Interest Rate Fluctuations [low — financial]: As a company with debt, RPM is exposed to interest rate risk. Rising interest rates can increase the cost of servicing its debt, impacting net income. The company's total debt levels are a key consideration in this regard.
  • Product Liability Claims [low — legal]: The nature of RPM's products means there is a risk of product liability claims arising from alleged defects or failures. Such claims can lead to significant legal costs and potential damages, impacting financial results.

Industry Context

RPM International operates in the global coatings and sealants industry, a sector characterized by its cyclical nature and sensitivity to construction and industrial activity. Key competitors include Sherwin-Williams, PPG Industries, and AkzoNobel. The industry is driven by new construction, renovation, and maintenance, with trends towards sustainable and high-performance products influencing innovation.

Regulatory Implications

RPM faces significant regulatory scrutiny related to environmental standards, product safety, and chemical usage. Compliance with evolving regulations, such as those concerning VOCs (Volatile Organic Compounds) and hazardous materials, requires ongoing investment in research and development and process adjustments. Failure to comply can lead to substantial fines and legal challenges.

What Investors Should Do

  1. Monitor the impact of the completed MAP 2025 program on sustained margin improvement and profitability in fiscal year 2026.
  2. Evaluate the company's ability to continue its strong dividend growth trajectory, given the 51 consecutive years of increases.
  3. Assess the company's capital allocation strategy, including the remaining $192.3 million authorized for stock repurchases and potential M&A activity.
  4. Analyze the company's exposure to economic cycles and its strategies for mitigating potential downturns in key end markets.

Key Dates

  • 2025-05-31: End of Fiscal Year 2025 — Marked the conclusion of the MAP 2025 restructuring program and the reporting of record sales and net income.
  • 2024-10-03: Quarterly Dividend Increase — RPM increased its quarterly dividend by 10.9% to $0.51 per share, demonstrating a commitment to returning capital to shareholders and marking 51 consecutive years of dividend increases.
  • 2022-05-31: Start of MAP 2025 Program — The beginning of a multi-year restructuring program that resulted in significant gross and adjusted EBIT margin expansion by fiscal year-end 2025.

Glossary

DEF 14A
A proxy statement filed by public companies with the U.S. Securities and Exchange Commission (SEC) that contains information about the company's annual meeting of shareholders, including executive compensation, board of directors, and voting matters. (This document provides the detailed financial and governance information analyzed here.)
MAP 2025
RPM International Inc.'s multi-year restructuring program aimed at improving operational efficiency and profitability. (The successful conclusion of this program led to significant margin expansion and record financial results for fiscal year 2025.)
Adjusted EBIT Margin
Earnings Before Interest and Taxes (EBIT) adjusted for certain non-recurring or non-operational items, expressed as a percentage of revenue. It provides a measure of a company's core operating profitability. (RPM reported a 260 basis point expansion in this metric due to the MAP 2025 program, indicating improved operational efficiency.)
Basis Points
A unit of measure equal to one-hundredth of one percent (0.01%). (Used to quantify the margin expansion achieved by RPM, with 510 basis points of gross margin expansion and 260 basis points of adjusted EBIT margin expansion.)
Say-on-Pay
A shareholder advisory vote on executive compensation, typically held annually. (RPM's Say-on-Pay proposal received 93% support, indicating shareholder approval of the executive compensation program.)

Year-Over-Year Comparison

In fiscal year 2025, RPM International Inc. demonstrated robust performance compared to the prior year. Consolidated net sales saw a modest increase of 0.5% to $7.37 billion, while net income attributable to stockholders surged by 17.0% to a record $688.7 million. Diluted EPS also reached a record high, up 17.3% to $5.35. The company successfully concluded its MAP 2025 program, leading to significant gross margin expansion of 510 basis points and adjusted EBIT margin expansion of 260 basis points since fiscal 2022, indicating improved operational efficiency and profitability.

Filing Stats: 4,434 words · 18 min read · ~15 pages · Grade level 14.6 · Accepted 2025-08-21 16:30:59

Key Financial Figures

  • $20,000 — Company will pay a fee of approximately $20,000, plus expenses, to Innisfree for these
  • $7.37 billion — onsolidated net sales increased 0.5% to $7.37 billion in fiscal 2025 from $7.33 billion in fi
  • $7.33 billion — 5% to $7.37 billion in fiscal 2025 from $7.33 billion in fiscal 2024; Net income attributab
  • $688.7 million — tockholders increased 17.0% to a record $688.7 million in fiscal 2025 from $588.4 million in f
  • $588.4 million — cord $688.7 million in fiscal 2025 from $588.4 million in fiscal 2024; Diluted earnings per
  • $5.35 — s per share increased 17.3% to a record $5.35 in fiscal 2025 from $4.56 in fiscal 202
  • $4.56 — % to a record $5.35 in fiscal 2025 from $4.56 in fiscal 2024; and Cash provided by
  • $768.2 m — sh provided by operating activities was $768.2 million, the second highest amount in the
  • $0.51 — shares of the Company's Common Stock to $0.51 per share, an increase of 10.9% from th
  • $3.7 billion — the Company has returned approximately $3.7 billion in cash dividends to its stockholders.
  • $70.0 m — this program at a cost of approximately $70.0 million, or an average cost of $120.32 pe
  • $120.32 — ly $70.0 million, or an average cost of $120.32 per share. During the fiscal year ended
  • $55.0 m — this program at a cost of approximately $55.0 million, or an average cost of $104.50 pe
  • $104.50 — ly $55.0 million, or an average cost of $104.50 per share. During the fiscal year ended
  • $50.0 m — this program at a cost of approximately $50.0 million, or an average cost of $83.52 per

Filing Documents

Forward-Looking Statements

Forward-Looking Statements 71 Equity Compensation Plan Information 72 Delinquent Section 16(a) Reports 72 Proposal Three – Ratification of Appointment of Independent Registered Public Accounting Firm 73 Report of the Audit Committee of the Board of Directors 75 Stock Ownership of Principal Holders and Management 76 Stockholder Proposals for 2026 Annual Meeting 78 Other Matters 79 Appendix A – Reconciliation of Adjusted EBIT to Net Income A-1 Table of Contents 2628 PEARL ROAD MEDINA, OHIO 44256 PROXY STATEMENT Mailed on or about August 21, 2025 Annual Meeting of Stockholders to be held on October 2, 2025 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 2, 2025, 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 nine nominees listed on the Proxy, (ii) FOR Proposal Two relating to the advisory vote on executive compensation and (iii) FOR ratifying the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending May 31, 2026. 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 P

Executive Compensation

Executive Compensation The Company's executive compensation program utilizes a mix of base salary, annual 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-three percent (93%) of the votes cast on the Say-on-Pay proposal last year were voted in support of the compensation of our named executive officers. 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, Compensation 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 2025, 58% of the totals shown in the Summary Compensation Table for our named executive officers was variable and tied to our performance. 8 2025 Proxy Statement Table of Contents PROXY SUMMARY Compensation Benchmark Study – In 2025, 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 target total direct compensation was below t

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