Christopher L. Mapes
RPM INTERNATIONAL INC/DE/About Christopher L. Mapes
Independent director since 2025; age 63. Mapes is the retired Executive Chair (Jan–Dec 2024) and former Chairman, President and CEO of Lincoln Electric; earlier he was EVP at A.O. Smith. He holds a B.S. (Ball State University), J.D. (University of Toledo), and M.B.A. (Kellogg, Northwestern). At RPM, he serves on the Compensation Committee and was determined independent by the Board’s 2025 review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Electric (LECO) | Executive Chair (Retired); previously Chairman, President & CEO | Exec Chair: Jan–Dec 2024; prior CEO tenure not dated in proxy | “Drove record performance” and positioned the company as an industry leader in automation and manufacturing innovation . |
| A.O. Smith (AOS) | Executive Vice President | Prior to Lincoln Electric CEO tenure (dates not specified) | Senior operating leadership experience in industrial manufacturing . |
External Roles
| Company | Role | Notes |
|---|---|---|
| The Timken Company (TKR) | Director | Current public company board service; RPM’s Chair & CEO Frank C. Sullivan also sits on Timken’s board (Compensation and Nominating/Governance committees), creating an interlock to monitor . |
| Nordson Corporation (NDSN) | Director | Current external public board . |
| A.O. Smith Corporation (AOS) | Director | Current external public board . |
Board Governance
- Independence and committee assignment: The Board determined Mapes is independent; he serves on the Compensation Committee (not Chair). All Audit, Compensation, and Governance/Nominating members are independent .
- Attendance: The Board met 4 times in FY2025; no director attended fewer than 75% of Board and committee meetings during their period of service .
- Executive sessions and leadership: Independent directors hold executive sessions in January, April and July; Robert A. Livingston is Lead Director with defined authorities (agenda setting, executive sessions, liaison) .
- Committee meeting cadence (FY2025): Audit (5), Compensation (4), Executive (0), Governance & Nominating (3) .
| Committee | FY2025 Meetings | Mapes Membership | Chair |
|---|---|---|---|
| Audit | 5 | No | Salvatore D. Fazzolari |
| Compensation | 4 | Yes | Robert A. Livingston |
| Executive | 0 | No | Not specified |
| Governance & Nominating | 3 | No | Frederick R. Nance |
Fixed Compensation
- FY2025 Director compensation table (individual): Mapes received cash fees; no equity grant recorded in FY2025.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| Christopher L. Mapes | 50,000 | 0 | 0 | 0 | 0 | 50,000 |
- Board-wide fee structure: | Item | FY2025 | FY2026 | |---|---|---| | Quarterly cash retainer (non-employee directors) | $25,000 | $30,000 | | Quarterly Chair fee – Audit | $5,000 | $6,250 | | Quarterly Chair fee – Compensation | $5,000 | $5,000 | | Quarterly Chair fee – Governance & Nominating | $5,000 | $5,000 | | Lead Director total quarterly retainer | $8,750 | $11,250 |
Performance Compensation
| Feature | Detail |
|---|---|
| Annual equity for directors | Target value $165,000 in restricted stock (excludes CEO-director) . |
| FY2025 equity award (Mapes) | $0 stock awards recorded for FY2025 . |
| Unvested RS at 5/31/2025 (directors) | Several incumbents held 5,100 unvested shares each; none listed for Mapes . |
| Dividends | Paid on restricted stock at the same rate as common . |
| Recent vesting example | RS awarded in 2021 vested and delivered on Oct 31, 2024 . |
| Deferred comp eligibility | Directors may defer Director fees under the company’s nonqualified deferred compensation plan . |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| External public boards | Timken (TKR), Nordson (NDSN), A.O. Smith (AOS) . |
| Notable interlock | RPM’s CEO and Chair, Frank C. Sullivan, is also a Timken director (Compensation and Nominating/Governance committees), creating a governance interlock with Mapes’s Timken directorship . |
| Independence safeguard | The Board’s 2025 independence review considered common private/charitable board memberships and concluded independence was not impaired; Mapes deemed independent . |
Expertise & Qualifications
- 30+ years in industrial manufacturing, global growth, and operational leadership; skills include financial, strategic, technology, compensation and management development; acquisitions and capital allocation experience cited by the Board .
- Legal and business training (JD, MBA) adds governance and analytical depth .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 5/31/2025) | 0 shares; <0.1% of outstanding shares . |
| Ownership guidelines | Directors expected to own ≥5x annual cash retainer within 5 years of appointment . |
| Compliance status disclosure | Proxy states each director meets guidelines or is within grace period (no individual status disclosed) . |
| Hedging/pledging | Prohibited for directors, officers and employees . |
| Section 16(a) compliance | Company believes all officers and directors complied with filing requirements in FY2025 . |
Governance Assessment
-
Strengths
- Independent director with deep operating experience in industrials; sits on the Compensation Committee, which has sole authority to engage independent advisors and follows defined independence criteria .
- Strong governance framework: majority-independent board, independent committee composition, executive sessions, majority voting policy, stock ownership guidelines, hedging/pledging prohibition, and clawback policies (including NYSE-compliant restatement clawback) .
- Attendance: Board-wide disclosure indicates no director fell below the 75% threshold in FY2025 .
-
Watch items / potential red flags
- Board interlock: RPM’s CEO (Sullivan) and Mapes both serve on Timken’s board; while permitted and the Board considered common memberships in its independence review, investors may monitor for reciprocal influence risks, especially given Mapes’s role on RPM’s Compensation Committee and Sullivan’s roles on Timken’s Compensation and Nominating/Governance committees .
- Ownership alignment: Mapes reported zero RPM share ownership as of 5/31/2025; while within the 5-year accumulation window, low initial ownership may be scrutinized until guideline compliance is reached .
- Compensation mix trend: Cash retainers increased for FY2026 (to $30,000 quarterly), while equity target remains $165,000; investors may watch cash vs. equity mix and time-based equity vs. performance-conditioned structures for directors .
Compensation Committee context: The committee (Chair Livingston; members Mapes, Summers, Whited) oversees CEO pay, executive compensation plans (including the 2024 Omnibus Plan), succession planning, and can retain independent advisors after assessing conflicts and independence across six specified factors .
Director Compensation (Structure and Individual)
| Metric | FY2025 | FY2026 |
|---|---|---|
| Annualized cash retainer (quarterly x4) | $100,000 (25,000/quarter) | $120,000 (30,000/quarter) |
| Chair retainers (annualized) | Audit: $20,000; Comp: $20,000; Gov/Nom: $20,000 | Audit: $25,000; Comp: $20,000; Gov/Nom: $20,000 |
| Lead Director total quarterly retainer | $8,750 | $11,250 |
| Equity target (annual) | $165,000 (restricted stock) | $165,000 (restricted stock) |
| Director (FY2025) | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Christopher L. Mapes | 50,000 | 0 | 0 | 50,000 |
Insider Filings and Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filings | All officers and directors complied with filing requirements for FY2025, per company review . |
| Trades | The proxy does not provide transaction-level detail for Mapes; no related-person transactions involving Mapes are disclosed . |
Related-Party and Conflicts Review
- Policy and process: The Board maintains a Related Person Transaction Policy with Audit Committee review/approval; screening occurs via annual questionnaires .
- Disclosures: FY2025 related-person disclosures involve RPM CEO’s family members; none involve Mapes .
- Independence review: The Board explicitly considered common private/charitable board memberships and did not find impairment of independence (Mapes included among independent directors) .
Summary Signal for Investors
- Mapes brings strong industrial P&L, automation and strategic acumen to RPM’s Compensation Committee, bolstering board effectiveness. Key monitoring items are his initial zero-share ownership (pending guideline accumulation) and the Timken interlock with RPM’s CEO; both are acknowledged by the Board within its independence framework and policies but warrant investor awareness given compensation oversight responsibilities .