Craig S. Morford
RPM INTERNATIONAL INC/DE/About Craig S. Morford
Craig S. Morford (age 66) is an independent director of RPM, elected in 2025. He is the retired General Counsel and Corporate Secretary of ExxonMobil and previously served as Chief Legal and Compliance Officer at Cardinal Health; earlier, he was Acting U.S. Deputy Attorney General and a career DOJ prosecutor, bringing deep compliance, regulatory, and risk oversight expertise to the board . He holds a B.A. in economics from Hope College and a J.D. from Valparaiso University School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExxonMobil Corporation | General Counsel and Corporate Secretary (retired) | Not disclosed | Led high‑impact legal/compliance functions including litigation, M&A, environmental and regulatory affairs |
| Cardinal Health, Inc. | Chief Legal and Compliance Officer | Not disclosed | Enterprise compliance oversight; risk management |
| U.S. Department of Justice | Acting Deputy Attorney General; U.S. Attorney (Detroit, Nashville) | Acting DAG in 2007; 20-year DOJ career | Senior federal enforcement, governance, and integrity background |
External Roles
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in RPM’s 2025 proxy . |
| Prior public company boards | Not disclosed (RPM skills matrix shows “Public Company Board and Corporate Governance Experience,” but specific boards are not listed for Morford) . |
| Non-profit/academic/private boards | Not disclosed . |
Board Governance
- Committee assignments: Member, Governance & Nominating Committee; not a chair (Chair: Frederick R. Nance) .
- Independence: Board determined Morford (and 10 of 12 directors) is independent under NYSE and RPM guidelines (July 2025 review) .
- Attendance: Board held 4 meetings in FY2025; no director attended fewer than 75% of board and committee meetings while serving . Governance & Nominating met 3 times; Audit 5; Compensation 4 .
- Engagement: Independent directors hold executive sessions (Jan/Apr/Jul); Lead Director Robert A. Livingston presided in 2025 .
- Governance architecture (investor confidence signals): Declassification approved in 2024 and phasing to annual elections; majority voting with resignation policy in uncontested elections; anti‑hedging and anti‑pledging policy; director stock ownership guidelines; proxy access bylaw adopted in 2024 .
Fixed Compensation
| Item | FY2025 | FY2026 |
|---|---|---|
| Quarterly cash retainer (non‑employee directors) | $25,000 per quarter | $30,000 per quarter |
| Committee chair fees (quarterly) | Audit $5,000; Comp $5,000; Gov/Nom $5,000 | Audit $6,250; Comp $5,000; Gov/Nom $5,000 |
| Lead Independent Director quarterly retainer | $8,750 (includes any chair fee + lead fee) | $11,250 (includes any chair fee + lead fee) |
| Annual equity grant (restricted stock; target value) | ~$165,000 | ~$165,000 |
| Charitable match (director eligible) | Up to $2,500/yr (not taxable to director) | Up to $2,500/yr (not taxable to director) |
Morford’s disclosed FY2025 director pay (reflecting partial-year service): cash fees $50,000; stock awards $0; total $50,000 .
Performance Compensation
Directors do not receive performance‑conditioned PSUs or cash bonuses; equity is time‑based restricted stock (target ~$165k annually) aligned to shareholder outcomes via stock price, not explicit operational metrics . Therefore, no performance metric table applies to director pay.
Other Directorships & Interlocks
| Topic | Finding |
|---|---|
| Interlocks with RPM competitors/customers/suppliers | None disclosed for Morford . |
| Related party or transactional exposure | None disclosed for Morford; RPM’s related‑party section lists family relationships of the CEO (not involving Morford) . |
Expertise & Qualifications
- Core strengths: compliance, governance, risk management, environmental/regulatory, M&A oversight—explicitly cited by RPM as rationale for nomination .
- Board skills matrix shows Morford with strategic, technology, management development, corporate governance, acquisitions, government/stockholder relations, and environmental/regulatory expertise .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficially owned shares (May 31, 2025) | 10,091 shares . |
| Shares outstanding (record date Aug 8, 2025) | 128,292,367 . |
| Ownership as % of shares outstanding | ~0.0079% (10,091 / 128,292,367) . |
| Director stock ownership guideline | ≥5x annual cash retainer; expected within 5 years of appointment . |
| Compliance status | Each director meets the guideline or is within the grace period (applies collectively) . |
| Hedging/pledging | Prohibited for directors by RPM policy . |
Governance Assessment
- Positives for investor confidence:
- Fully independent director with heavyweight legal/compliance pedigree (DOJ Acting DAG, ExxonMobil GC), enhancing oversight of regulatory, legal, and ESG risks .
- Sits on Governance & Nominating, which oversees corporate governance, board evaluations, and sustainability risk management—supporting board effectiveness and ESG oversight .
- Board structure improvements (declassification, majority voting) and strict anti‑hedging/pledging rules; strong say‑on‑pay support (93% in 2024), indicating constructive shareholder alignment .
- Attendance: no director below 75%; independent director executive sessions indicate healthy oversight dynamics .
- Potential risks/RED FLAGS:
- None disclosed specific to Morford (no related‑party transactions, pledging, or attendance issues) .
- Note: RPM discloses related‑person employment for CEO’s family members; not connected to Morford but relevant to overall governance context .
Director Compensation (Detail)
| Director | Fees Earned/Paid (FY2025) | Stock Awards (FY2025) | All Other Comp | Total |
|---|---|---|---|---|
| Craig S. Morford | $50,000 | $0 | $0 | $50,000 |
Board Activity & Independence References
- Board met 4x in FY2025; Governance & Nominating met 3x; no director below 75% attendance .
- Independence confirmed for Morford under NYSE/Categorical Standards (July 2025) .
- Independent sessions (Jan/Apr/Jul) and defined Lead Director responsibilities .
Insider Trading and Section 16 Compliance
- RPM states all officers and directors complied with Section 16(a) filing requirements for FY2025; no delinquent reports noted .