Bruce A. Carbonari
RPM INTERNATIONAL INC/DE/About Bruce A. Carbonari
Independent director of RPM since 2002 (age 69). Former Chair and CEO of Fortune Brands, Inc. (2008–2011), following prior CEO roles at Fortune Brands Home & Hardware (2005–2007), Fortune Brands Kitchen & Bath (1998–2001), and Moen, Inc. (1990–1998); earlier EVP/CFO at Stanadyne and began his career at PricewaterhouseCoopers. Beneficial ownership of RPM common stock: 43,525 shares (<0.1%) as of May 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fortune Brands, Inc. | Chair & Chief Executive Officer | 2008–2011 | Oversaw diversified consumer products company |
| Fortune Brands, Inc. | President & Chief Executive Officer | 2007–2008 | Led company operations |
| Fortune Brands Home & Hardware LLC | Chair & Chief Executive Officer | 2005–2007 | Led business unit |
| Fortune Brands Home & Hardware LLC | President & Chief Executive Officer | 2001–2005 | Led business unit |
| Fortune Brands Kitchen & Bath Group | President & Chief Executive Officer | 1998–2001 | Ran segment operations |
| Moen, Inc. | President & Chief Executive Officer | 1990–1998 | Led faucet/fixtures brand |
| Stanadyne, Inc. | Executive Vice President & Chief Financial Officer | Pre-1990 | Finance leadership at Moen’s then-parent |
| PricewaterhouseCoopers | Early career | Prior to 1981 | Began career in public accounting |
External Roles
No current public company directorships are disclosed in RPM’s 2025 proxy for Mr. Carbonari. Prior external board experience is noted generically in the board skills summary but specific names are not provided .
Board Governance
- Independence: Determined independent under NYSE and RPM guidelines (July 2025 review) .
- Board and committee meeting cadence: Board met 4 times in FY2025; no director attended fewer than 75% of aggregate board/committee meetings. Independent directors meet in executive session each January, April, and July; Lead Director is Robert A. Livingston .
- Roles: Member, Governance & Nominating Committee; Member, Executive Committee .
| Committee | Role | FY2025 Meetings |
|---|---|---|
| Governance & Nominating | Member (Chair: Frederick R. Nance) | 3 |
| Executive | Member | 0 |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $117,500 | Includes quarterly board retainer and meeting/committee fees |
| Quarterly Board Retainer (policy) | $25,000 per quarter | Non-employee director baseline retainer in FY2025 |
| Committee Chair Fees (policy) | $5,000 per quarter | Audit/Comp/Gov chair fees; Carbonari was committee member, not chair |
| Lead Director Retainer (policy) | $8,750 per quarter | For Lead Director (Livingston), not Carbonari |
Compensation framework updates: For FY2026, quarterly retainer increases to $30,000; Audit Chair to $6,250/quarter; Comp/Gov Chairs remain $5,000/quarter; Lead Director retainer moves to $11,250/quarter .
Performance Compensation
| Component | FY2025 Amount/Detail | Notes |
|---|---|---|
| Stock Awards (grant-date fair value) | $178,710 | Restricted stock granted under 2014 Omnibus Plan |
| Target Equity Grant (policy) | $165,000 | Target value of annual restricted stock grant for directors |
| Unvested Restricted Shares (5/31/2025) | 5,100 | Dividends paid at regular rate; 2021 awards vested on 10/31/2024 |
RPM’s compensation program emphasizes pay-for-performance for executives, not directors; key financial metrics for executive pay include Adjusted EBIT Margin %, Revenue Growth, Working Capital Ratio, Gross Profit Margin, and SG&A discipline .
Other Directorships & Interlocks
- Experience serving on other public company boards is noted at a high level for multiple directors, but RPM’s proxy does not list current external boards for Carbonari specifically .
- No related-party transactions disclosed involving Carbonari in FY2025; related-person items involve certain family members of RPM’s CEO (company-level governance consideration) .
Expertise & Qualifications
- Extensive CEO/operating experience across consumer/home products, with finance, strategy, technology, compensation, management development, M&A, capital allocation, and government/stockholder relations expertise .
- Board skills matrix flags independence, leadership, finance, ESG exposure, and M&A experience .
Equity Ownership
| Measure | Value |
|---|---|
| Total Beneficial Ownership (5/31/2025) | 43,525 shares; <0.1% of outstanding |
| Unvested Director Restricted Stock (5/31/2025) | 5,100 shares |
| Stock Ownership Guidelines | Directors must hold ≥5x annual cash retainer; all directors meet or are within grace period |
| Hedging/Pledging | Prohibited under RPM insider trading policy |
Governance Assessment
- Alignment and independence: Long-tenured independent director with deep operator/CEO background; member of Governance & Nominating (oversight of corporate governance and director nominations), supporting board effectiveness .
- Engagement: Governance & Nominating met 3 times; board met 4; independent director executive sessions held thrice annually; no attendance issues reported at the director level .
- Compensation mix and alignment: FY2025 director pay weighted to equity (restricted stock) plus cash retainer/meeting fees; Carbonari total $296,210 (cash $117,500; equity $178,710), aligning director interests with shareholders .
- Policies and protections: Robust governance policies including majority voting, declassified board transition, double-trigger vesting on LTI, clawback policies (2012 policy plus NYSE 2023 policy), and hedging/pledging prohibitions—supporting investor confidence .
- Say-on-Pay signal: 93% support in 2024 indicates broad shareholder approval of compensation practices (company-level indicator of governance health) .
- RED FLAGS: None disclosed for Carbonari. Company-level related-person transactions involve CEO family members (common in family-influenced governance; monitored via Audit Committee policy) but not Carbonari . No pledging/hedging, option repricing prohibited, and directors meet ownership guidelines—mitigating typical director alignment risks .