David C. Dennsteadt

About David C. Dennsteadt

David C. Dennsteadt is Executive Vice President at RPM International (appointed October 2, 2025; age 53). In this role he oversees finance, legal, risk management, HR, manufacturing and operations. He joined Stonhard (an RPM business) in 1995 and has held multiple leadership roles including Managing Director of Stonhard Europe, VP and then Group President of the Performance Coatings Group, where he delivered “record-breaking sales and earnings.” He holds a B.S. in Civil Engineering from Rutgers University and an MBA from NYU Stern’s Executive MBA program . RPM’s FY25 results (MAP 2025 concluded) included net sales +0.5% to $7.37B, net income +17.0% to a record $688.7M, EPS +17.3% to $5.35, and cash from operations of $768.2M, with cumulative margin improvements vs FY22 of +510 bps gross margin and +260 bps adjusted EBIT margin, aligning executive pay with profitability/working capital efficiency .

Past Roles

External Roles

• None disclosed .

Fixed Compensation

Performance Compensation

RPM’s incentive architecture (company-level design) emphasizes revenue growth, profitability, working capital, and cost discipline; Compensation Committee uses a mix of annual cash incentives and performance-based equity (PERS, PSUs, SARs) .

• Annual cash incentive (FY25 company design for named executive officers)

  • Award pool set at 1.5% of pre-tax income; actual NEO awards totaled $3.876M vs ~$13.49M pool based on FY25 pre-tax income of $899.6M .
  • Metrics evaluated: gross margin improvement, sales growth vs prior year/peers, SG&A reduction, MAP 2025/CS-168/digital transformation progress, and committee discretion. Payout decisions by metric are disclosed for FY25 NEOs (e.g., 25% of target for gross margin, 50% for sales growth, etc.) .

• PERS (Performance Earned Restricted Stock) – FY25 outcomes (single-year) | Metric | Weight | Threshold (50% tgt) | Target (100%) | Max (125%) | Result | Payout as % of target | |---|---:|---:|---:|---:|---:|---:| | EBIT Margin | 50% | 13.5% | 14.0% | 15.0% | 13.2% | 0% | | Working Capital Ratio | 50% | 23.6% | 22.0% | 20.9% | 22.1% | 96.9% | | Total | | | | | | 48.4% |

• PSUs (three-year performance period)

  • FY24–FY27 targets: 50% Adjusted EBIT Margin (Threshold 13.5%, Target 15.0%, Max 16.0%); 50% Adjusted Revenue Growth (Threshold 2.0% CAGR, Target 4.0%, Max 6.0%) .
  • FY23–FY25 PSU cycle vested at 0% (both EBIT margin and revenue growth below threshold) .

• SARs

  • Awarded under omnibus plans; vest over four annual tranches; value realized only if stock exceeds exercise price .

RPM governance: double-trigger vesting on long-term equity upon change in control (2014 and 2024 Omnibus Plans) and clawback policies (2012 policy and NYSE clawback adopted Oct 2023) .

Equity Ownership & Alignment

• Beneficial ownership (Form 3 as of October 2, 2025):

  • Common Stock: 29,422 shares Direct; 575 shares in 401(k) (Indirect) .
  • Composition of 29,422 Direct: 15,508 unvested restricted shares; 9,600 PERS; 68 phantom shares in deferred comp plan; 4,246 shares held directly (aggregate equals 29,422) .
  • Ownership as % of SO (128,292,367 shares outstanding on Aug 8, 2025): ~0.023% (29,997 ÷ 128,292,367), calculated from Form 3 and proxy share count .

• Derivative holdings (SARs) and vesting | Instrument | Date exercisable (vesting start) | Expiration | Shares | Exercise price | Vesting schedule/status | |---|---|---|---:|---:|---| | SARs | — | 07/22/2030 | 20,000 | $78.49 | Fully vested | | SARs | — | 07/21/2031 | 20,000 | $86.93 | Fully vested | | SARs | 07/18/2023 | 07/18/2032 | 20,000 | $81.01 | Vests in four equal annual installments starting 7/18/2023 | | SARs | 07/19/2024 | 07/19/2033 | (amount not fully shown in truncated table) | — | Vests in four equal annual installments starting 7/19/2024 | | SARs | 07/18/2025 | 07/18/2034 | 15,700 | $114.26 | Vests in four equal annual installments starting 7/18/2025 | | SARs | 07/16/2026 | 07/16/2035 | 68,500 | $110.59 | Vests in four equal annual installments starting 7/16/2026 |

• Hedging/pledging: Company insider trading policy prohibits short sales, pledging and hedging by Directors, officers and employees (reduces alignment risk from pledging/hedging); no pledges disclosed for Dennsteadt .

• Stock ownership guidelines: For named executive officers, minimum ownership is 5× base salary (CEO 7×); executives are expected to achieve targets within five years. The proxy discloses NEO compliance status; it does not separately disclose Dennsteadt’s guideline or status yet .

Employment Terms

• Agreement: Effective Oct 2, 2025, based on RPM’s “new form” employment agreement (see proxy page 46), with an indemnification agreement consistent with those for Directors/executive officers .
• Term/renewal: Terms generally end at fiscal year-end with automatic one-year extensions unless notice of non-renewal is given (per new-form description) .
• Compensation under agreement: Base salary $615,000; eligibility for annual incentive per Compensation Committee; benefits consistent with company practice; full-sized automobile .
• Severance/change in control:
  • If involuntarily terminated without cause (not within 2 years of CIC) or if terminated without cause or resigns for good reason within 2 years of a change in control, he would receive three times his then-current base salary, his earned incentive compensation, and other continuing/limited benefits, as defined in the agreement .
  • Equity vesting follows plan terms (no single-trigger acceleration); 2014/2024 plans provide double-trigger vesting upon CIC .
  • No 280G excise tax gross-ups; “best-net alternative” applies under the new form agreement .
• Restrictive covenants: Non-competition, non-solicitation and confidentiality during and after employment .
• Clawbacks: Company maintains a 2012 compensation clawback and NYSE-compliant clawback (adopted Oct 2023) .
• Section 16 administration: Filed Form 3 with Power of Attorney for SEC filings (Forms 3,4,5, 144) .

Performance & Track Record

• Leadership results: As PCG Group President, Dennsteadt “delivered consistent record-breaking sales and earnings,” supporting his elevation to EVP as part of RPM’s shift from four reporting groups to three to streamline operations .
• Company operating performance (FY25): Net sales +0.5%, net income +17.0%, EPS +17.3%, gross margin +510 bps and adjusted EBIT margin +260 bps improvement since FY22 baseline under MAP 2025 .
• Say-on-Pay: 93% support in prior year, indicating shareholder endorsement of pay practices underpinning the structure he now participates in .

Compensation Committee & Governance Context

• Compensation Committee: Independent, chaired by Robert A. Livingston; oversees executive compensation plans including Incentive Compensation Plan and 2024 Omnibus Plan .
• Key compensation metrics used companywide include Sales/Revenue Growth, Adjusted EBIT Margin %, Working Capital as % of Sales, Gross Profit Margin, and SG&A efficiency .

Investment Implications

• Alignment: Large equity exposure across unvested restricted/PERS shares and multi-year SAR grants (expiring 2030–2035) aligns Dennsteadt’s incentives with stock price and operating performance. Prohibition on pledging/hedging and double-trigger equity vesting further supports alignment with long-term shareholders .
• Retention/transition risk: Three-times-salary severance for both standard no-cause termination and CIC-related separation, plus long-dated SAR vesting through 2035, creates significant retention hooks; absence of excise tax gross-ups is shareholder-friendly .
• Near-term selling pressure: Ongoing annual SAR vesting tranches (notably 2025–2028 and 2026–2029 cycles) may create periodic liquidity events once vested, but are subject to insider trading policies and potential trading plans, tempering immediate selling pressure .
• Execution focus: Company’s incentive metrics (margin expansion, working capital efficiency, revenue growth) and recent 0% vesting of a PSU cycle reinforce a high bar for multi-year value creation, signaling performance sensitivity of equity payouts under current frameworks .

There are no related-party transactions involving Dennsteadt requiring disclosure; no family relationships; and no arrangements with others regarding his selection as EVP, reducing governance red flags .