Ellen M. Pawlikowski
RPM INTERNATIONAL INC/DE/About Ellen M. Pawlikowski
Ellen M. Pawlikowski, age 68, has served on RPM’s Board since 2022 and is an independent director. A retired four-star U.S. Air Force general, she commanded Air Force Materiel Command (80,000 personnel, ~$60B annual budget) and previously led the Space and Missile Systems Center, Air Force Research Laboratory, MILSATCOM Systems Wing, and the Air Force element of the National Reconnaissance Office; she is an Honorary Fellow of AIAA and a member of the National Academy of Engineers .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Commander, Air Force Materiel Command | 2015–2018 | Oversaw ~80,000 personnel; managed ~$60B annual budget; responsibilities included environmental/energy efficiency and helped develop USAF cybersecurity plan |
| U.S. Air Force | Commander, Space and Missile Systems Center | — | Program leadership over space acquisition/operations; technical and cybersecurity oversight |
| U.S. Air Force | Commander, Air Force Research Laboratory | — | Led R&D enterprise; major technical management roles |
| U.S. Air Force | Commander, MILSATCOM Systems Wing; Air Force element, NRO | — | Led critical national security programs |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RTX Corporation (NYSE: RTX) | Director | 2020–present | Formerly Raytheon Company director (2018–2020) |
| Intelsat S.A. | Director | 2019–Feb 2022 | Prior board seat |
| Velo3D, Inc. (NYSE: VLD) | Director | 2022–Jun 2023 | Prior board seat |
Board Governance
- Committees: Audit Committee member; Audit met 5 times in FY2025 and oversees financial reporting, compliance, internal audit, and RPM’s cybersecurity and data privacy risk management (incident reporting/escalation included). Audit Committee chair is Salvatore D. Fazzolari; Audit Committee financial experts are Beck, Deckard, and Fazzolari .
- Independence: The Board determined she is independent under NYSE standards; 11 of 12 directors are independent .
- Attendance/Engagement: Board met 4 times in FY2025; no director attended <75% of board/committee meetings. Independent directors meet in executive session (Jan/Apr/Jul) with a Lead Director framework (Lead Director: Robert A. Livingston) .
- Structure/Policies: Declassified board phased in beginning 2024; majority voting with resignation policy; prohibitions on hedging/pledging; double-trigger vesting for LTI plans; clawback policies maintained and NYSE-mandated version adopted in 2023 .
- Say-on-Pay: 93% support in prior year—indicator of shareholder alignment with compensation governance .
Fixed Compensation
| Component | FY2025 Value | FY2026 Program | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $120,000 | Directors (non-employee) received $25,000 quarterly in FY2025; increasing to $30,000 quarterly in FY2026 |
| Committee chair retainers | N/A for Pawlikowski | Audit: $6,250/quarter; Comp: $5,000/quarter; Gov/Nom: $5,000/quarter | She is not a committee chair |
| Lead Director retainer | N/A | $11,250/quarter (total, incl. any chair fee) | Lead Director is Livingston |
| Charitable match | $2,500 | Program available | Company matches up to $2,500; not taxable to directors |
Director-specific FY2025 compensation:
- Fees earned or paid in cash: $100,000; Stock awards (grant-date fair value): $178,710; All other compensation (charitable match): $2,500; Total: $281,210 .
- Director equity grant program target: ~$165,000 annual restricted stock (time-based), with dividends paid at common rate .
Performance Compensation
| Element | Structure | Metrics | Vesting/Notes |
|---|---|---|---|
| Annual director equity | Time-based restricted stock | None (no performance metrics disclosed for director awards) | Target ~$165,000; dividends paid; unvested shares outstanding (see Equity Ownership) |
RPM’s disclosed performance metrics (Adjusted EBIT margin, revenue growth, working capital ratio, gross margin, SG&A) apply to executive incentive plans, not to director compensation .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public boards | RTX Corporation (since 2020) |
| Prior public boards | Raytheon Company (2018–2020); Intelsat S.A. (2019–Feb 2022); Velo3D, Inc. (2022–Jun 2023) |
| Potential interlocks/conflicts | No RPM-related party transactions disclosed involving Pawlikowski; Related Person Transactions section lists certain Sullivan family relationships, none involve her . |
Expertise & Qualifications
- Strategic/technical leadership at scale; logistics, procurement, and program management (AFMC, ~$60B budget, 80,000 personnel) .
- Cybersecurity and data privacy experience; helped develop USAF cybersecurity plan—directly relevant to Audit Committee oversight of cyber risk .
- Recognitions include Women in Aerospace Lifetime Achievement Award and NDIA Peter B. Teets Award; AIAA Honorary Fellow; National Academy of Engineers .
Equity Ownership
| Date | Beneficial Ownership | Unvested Director RS | % of Shares Outstanding | Source |
|---|---|---|---|---|
| May 31, 2025 | 5,100 shares | 5,100 shares | <0.1% | |
| Oct 1, 2025 (post Form 4 award) | 6,500 shares | — | — | Form 4: 2025-10-03; 1,400-share award; post-transaction owned 6,500 |
| Oct 2, 2024 (prior Form 4 award) | 5,100 shares | — | — | Form 4: 2024-10-04; 1,400-share award; post-transaction owned 5,100 |
Ownership alignment and policies:
- Director stock ownership guideline: 5× annual cash retainer; directors are expected to achieve within five years; each director meets or is within grace period .
- Hedging and pledging of RPM stock are prohibited for directors .
Governance Assessment
- Strengths
- Independent director with deep cyber/technical command experience aligned to Audit Committee’s explicit cyber-risk oversight mandate .
- Strong engagement indicators: no director attendance shortfalls; independent director executive sessions; declassified board; majority voting with resignation policy .
- High equity component in director pay (FY2025 ~$178.7k equity vs $100k cash), supporting alignment; clear stock ownership requirements; no pledging/hedging .
- No related-party transactions disclosed involving her; overall say-on-pay support at 93% indicates constructive shareholder relations .
- Watch items
- Multiple outside commitments (e.g., RTX board) require continued monitoring of time/attention; however, no attendance issues disclosed and RPM committee load is focused (Audit only) .
Overall: Pawlikowski brings scarce cybersecurity and large-scale operations expertise to the Audit Committee. Compensation and ownership are well-aligned with shareholders, independence is clear, and no conflicts are disclosed—net positive for investor confidence .