Frederick R. Nance
RPM INTERNATIONAL INC/DE/About Frederick R. Nance
Frederick R. Nance is an independent director at RPM, serving since 2007 and age 71. He is Executive Group Member and former Global Managing Partner of Squire Patton Boggs (US) LLP, heads its U.S. Sports & Entertainment practice, and sits on the Cleveland Clinic board where he chairs the governance committee; he holds a B.A. from Harvard and a J.D. from the University of Michigan . The Board cites his significant legal background and global management experience, with strengths in corporate governance and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Squire Patton Boggs (US) LLP | Partner; Managing Partner (Cleveland office); Regional Managing Partner; Global Managing Partner; Executive Group Member | Partner since 1987; Cleveland MP 2002–2007; Regional MP 2007–2017; Global MP 2017–2022; Executive Group Member current | Led firm governance; served two four-year terms on seven-person worldwide Management Committee |
| Squire Patton Boggs (US) LLP | Head, U.S. Sports & Entertainment Practice | Current | Represents high-profile clients; legal/commercial risk expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cleveland Clinic | Board member; Governance Committee Chair | Current | Chairs governance; oversight of board practices at major health system |
| Greater Cleveland Partnership | Board member; Chair (prior) | Prior | Regional economic development oversight |
| McDonald & Company Investments, Inc. | Board member (prior) | Prior | Financial services oversight experience |
Board Governance
- Committee assignments: Chair, Governance & Nominating; Member, Executive Committee .
- Independence: Determined independent under NYSE and company categorical standards (2025 annual review; 11 of 12 directors independent) .
- Meetings and attendance: FY2025 Board met 4 times; no director attended fewer than 75% of aggregate Board + committee meetings during their service period. Policy requires all directors attend the annual meeting; all directors present at 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session each January, April, July; Lead Director is Robert A. Livingston .
- Committee meeting cadence FY2025: Audit (5), Compensation (4), Executive (0), Governance & Nominating (3) .
Fixed Compensation
| Item | FY2025 | FY2026 (structure) |
|---|---|---|
| Quarterly cash retainer for non-employee directors | $25,000 per quarter (annualized $100,000) | $30,000 per quarter (annualized $120,000) |
| Committee chair fee (quarterly) | Governance & Nominating Chair: $5,000 per quarter (annualized $20,000) | Governance & Nominating Chair: $5,000 per quarter |
| Lead Director fee (quarterly) | $8,750 total quarterly retainer (sum of any chair fee + Lead fee) | $11,250 total quarterly retainer |
| Nance – Fees earned (cash, FY2025) | $120,000 | — |
Performance Compensation
| Equity Component | Detail |
|---|---|
| Annual director equity grant target | Restricted stock with target value $165,000 per director (excluding CEO) |
| Nance – Stock awards (grant-date fair value, FY2025) | $178,710 |
| Unvested restricted stock held at May 31, 2025 | 5,100 shares (for Nance) |
| Recent vesting event | Restricted stock awarded in 2021 vested and delivered on Oct 31, 2024 |
| Options/PSUs for directors | No option awards to directors in FY2025 (Nance $0); director equity is time-based restricted stock, not performance-based PSUs |
Directors’ equity is time-based restricted stock; the company’s pay-for-performance metrics (Adjusted EBIT Margin %, Revenue Growth, Working Capital Ratio, Gross Profit Margin, SG&A) apply to executive compensation oversight, not director pay .
Other Directorships & Interlocks
| Organization | Type | Role | Notes |
|---|---|---|---|
| Cleveland Clinic | Non-profit | Board member; Governance Chair | Health system governance |
| Greater Cleveland Partnership | Non-profit | Board member; Chair (prior) | Regional business community |
| McDonald & Company Investments, Inc. | Corporate (prior) | Board member (prior) | Prior board service; proxy does not indicate current public company directorships for Nance |
- Independence reiterated: Board’s categorical independence review did not find common private or charitable board memberships to impair independence .
- Related-party exposure: Related Person Transactions section does not disclose any transaction involving Nance; policy screens and routes any >$120,000 related-person transactions to Audit Committee .
Expertise & Qualifications
- Corporate governance and risk management; nomination oversight; sustainability risk oversight via Governance & Nominating .
- Board skills matrix reflects independence and governance experience across directors; Nance brings corporate governance and risk management expertise .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 8,394 |
| Ownership as % of outstanding | <0.1% (asterisk) |
| Unvested restricted stock (May 31, 2025) | 5,100 |
| Stock ownership guidelines for directors | Value ≥ 5× annual cash retainer after 5 years of service; all directors meet or are within grace period |
| Hedging/pledging policy | Company prohibits short sales, pledging, and hedging of RPM stock by directors, officers, employees |
Governance Assessment
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Strengths:
- Independent director with deep governance and legal risk credentials; chairs Governance & Nominating, which oversees board principles, director selection, evaluations, and sustainability risk management .
- Strong alignment via meaningful restricted stock grants and director ownership guidelines (5× retainer) with compliance reported; cash/equity mix for FY2025 totaled $298,710 (cash $120,000; stock $178,710) .
- Board governance practices: majority voting policy, declassified board (phasing complete by 2026), regular independent executive sessions; high say-on-pay support (93% in 2024), supporting investor confidence .
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Watch items:
- Long tenure (director since 2007) places emphasis on sustained independence; Board’s annual categorical independence review affirms independence for Nance .
- Law firm affiliation (Squire Patton Boggs) could be a theoretical conflict channel; proxy’s Related Person Transactions section discloses no transactions involving Nance; Audit Committee policy governs any such transactions if they arise .
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RED FLAGS: None disclosed for Nance specifically—no related-party transactions, pledging/hedging prohibited, attendance threshold met at Board/committee level .