Elizabeth F. Whited
RPM INTERNATIONAL INC/DE/About Elizabeth F. Whited
Elizabeth F. Whited (age 60) is an independent director of RPM, serving since 2021 and currently sits on the Compensation Committee. She is Special Advisor and former President of Union Pacific Corporation (NYSE: UNP), with a career spanning strategic planning, investor relations, ESG, finance, HR, and marketing; she holds a BBA from the University of Iowa. She beneficially owns 5,700 RPM shares.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Corporation | President | Jul 2023 – Jul 2025 | Led strategy, workforce resources, sustainability, law, corporate relations, communications, and government affairs functions. |
| Union Pacific Corporation | EVP – Sustainability & Strategy | Feb 2022 – Jul 2023 | Developed strategic vision; led HR; advanced ESG efforts; named to “ESG 50” (2023). |
| Union Pacific Corporation | EVP & Chief Marketing Officer | 2016 | Senior leadership in marketing and sales. |
| Union Pacific Corporation | EVP & Human Resource Officer | 2018 | Led HR organization; employee experience initiatives. |
| Union Pacific Distribution Services (subsidiary) | President | Not specified | Executive leadership within distribution subsidiary. |
| Union Pacific | Various executive roles | Since 1987 | Strategic planning, investor relations, ESG, finance, marketing and sales. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Union Pacific Corporation | Special Advisor | Since Jul 2025 | Transitioned from President to Special Advisor in Jul 2025. |
Board Governance
- Committee assignments: Member, Compensation Committee; not Chair. Compensation Committee Chair is Robert A. Livingston.
- Independence: The Board determined Ms. Whited is independent under NYSE and RPM categorical standards; all members of Compensation, Audit, and Governance & Nominating committees are independent.
- Attendance: Board met 4 times in FY ended May 31, 2025; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Committee activity: Compensation Committee held 4 meetings in FY2025.
- Risk oversight linkage: Compensation Committee oversees risks from compensation policies, conducts annual risk assessment, and maintains stock ownership guidelines and clawbacks (executive-focused).
Fixed Compensation
| Component | FY2025 Structure | Ms. Whited FY2025 Actual |
|---|---|---|
| Board cash retainer | $25,000 per quarter ($100,000 annually) for non-employee directors; committee chair fees $5,000 per quarter (Compensation, Governance), Audit Chair $5,000 per quarter; Lead Director $8,750 per quarter including chair fee. | Fees Earned/Paid in Cash: $100,000. |
| Meeting fees | Included within quarterly retainers. | Included in cash fees total. |
| Other cash | Charitable contributions match up to $2,500/year. | $2,500 charitable match. |
| FY2026 update (structure) | $30,000 per quarter ($120,000 annually); Audit Chair $6,250 per quarter; Compensation/Governance Chairs $5,000; Lead Director $11,250 per quarter; equity target unchanged. | N/A (forward-looking structure). |
Performance Compensation
| Equity Type | FY2025 Policy | Ms. Whited FY2025 Grant | Vesting / Status | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock | Annual grant with target value of $165,000 to non-employee directors (excluding CEO). | Stock Awards (fair value): $178,710. | Unvested restricted shares at 5/31/2025: 5,100; dividends paid at common rate; 2021 awards vested on Oct 31, 2024. | Director equity reported as time-based RS; no director-specific performance metrics disclosed. Executive comp metrics include Adjusted EBIT Margin %, Revenue Growth, Working Capital Ratio, Gross Profit Margin, SG&A. |
Other Directorships & Interlocks
- No other public company directorships for Ms. Whited are disclosed in RPM’s proxy; her biography highlights executive roles at Union Pacific, not board service.
- Governance matrix indicates broad director experience categories but does not enumerate additional boards for Ms. Whited.
Expertise & Qualifications
- Sustainability/ESG leadership; strategic planning; HR and workforce; investor relations; finance; marketing and sales.
- Nomination rationale: broad management experience across major functional areas relevant to RPM.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 5,700 RPM shares; <0.1% of shares outstanding. |
| Unvested shares | 5,100 restricted shares at 5/31/2025. |
| Ownership guidelines | Directors expected to own ≥5× annual cash retainer; compliance expected within 5 years; all directors meet or are within grace period. |
| Hedging/pledging | Prohibited under insider trading policy. |
Compensation Committee Analysis
- Composition: Chair Robert A. Livingston; members Christopher L. Mapes, William B. Summers, Jr., Elizabeth F. Whited; all independent; authority to retain independent advisors with conflict screening.
- Practices: Annual review of compensation strategy and risk profile; clawback policies in place; double-trigger vesting in equity plans; option/SAR repricing prohibited without stockholder approval.
Governance Assessment
- Independence and alignment: Independent status, equity-based director pay, and stock ownership guidelines support alignment; hedging/pledging ban reduces misalignment risk.
- Engagement: Committee membership and attendance thresholds met; presence at 2024 Annual Meeting indicates engagement.
- Conflicts/related-party exposure: No related-person transactions involving Ms. Whited disclosed; family-related transactions are limited to members of the Sullivan family.
- Say-on-Pay signal: 93% support in 2024 suggests investor acceptance of compensation governance; Compensation Committee considers feedback.
RED FLAGS: None identified specific to Ms. Whited in RPM filings (no related-party transactions, hedging/pledging prohibited, strong independence and ownership guidelines).