Jenniffer D. Deckard
RPM INTERNATIONAL INC/DE/About Jenniffer D. Deckard
Independent director at RPM since 2015 (age 59), currently serving on the Audit Committee and designated by the Board as an Audit Committee Financial Expert. She is Chief Operating Officer of The Sisters of Notre Dame of the United States; previously President & CEO of Covia Holdings (NYSE: CVIA) and of Fairmount Santrol prior to its merger into Covia; she holds a B.S. from the University of Tulsa and an MBA from Case Western Reserve University . Covia later filed for Chapter 11 in June 2020 (after her board service ended in May 2019) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covia Holdings Corporation (NYSE: CVIA) | President & Chief Executive Officer; Director | CEO starting 2018; Director 2018–May 2019 | Led post-merger company; Covia filed voluntary Chapter 11 in June 2020 |
| Fairmount Santrol Holdings Inc. | President, CEO, Director | 2013–2018 | Led company through merger with Unimin to form Covia |
External Roles
| Organization | Type | Role | Tenure | Committees/Impact |
|---|---|---|---|---|
| The Sisters of Notre Dame of the United States | Non-profit | Chief Operating Officer | Current | First lay COO; manages finances, administration and operations |
| Great Lakes Construction Company | Private | Director | Current | Investment Committee; Audit & Finance Committees; Chairs Finance |
| University Hospitals | Non-profit | Director | Current | Finance Committee |
| Sisters of Notre Dame (US and International Congregations) | Non-profit | Finance committee member | Current | Finance oversight roles |
Board Governance
- Committee assignments: Audit Committee member; the Audit Committee met 5 times in FY2025; Compensation Committee met 4; Governance & Nominating met 3; Executive Committee met 0 .
- Financial Expert: The Board determined Deckard qualifies as an “audit committee financial expert” under Item 407(d) and satisfies NYSE expertise requirements .
- Independence: All Audit, Compensation, and Governance & Nominating Committee members are independent; eleven of twelve directors independent overall .
- Attendance: Board held 4 meetings in FY2025; no director attended fewer than 75% of Board and applicable committee meetings .
- Executive sessions & leadership: Independent directors meet in executive sessions (January, April, July); Lead Independent Director is Robert A. Livingston .
- Declassification & majority voting: Board declassification approved in 2024 and phasing to full annual elections by 2026; majority voting policy in place for uncontested elections .
- Audit Committee report: Audit Committee (including Deckard) recommended inclusion of audited financials in FY2025 Form 10-K and appointed Deloitte for FY2026 .
- Governance materials: Committee charters and Corporate Governance Guidelines available on RPM’s website .
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 100,000 | 178,710 | 0 | 0 | 278,710 |
- FY2025 director pay structure: Quarterly cash retainer $25,000; committee chair adders $5,000/quarter; Lead Director $8,750/quarter; equity grant target value $165,000 in restricted stock; dividends paid on restricted shares; 2021 grants vested October 31, 2024 .
- FY2026 update: Quarterly retainer increases to $30,000; Audit Chair $6,250/quarter; Comp and Governance Chairs $5,000/quarter; Lead Director $11,250/quarter; equity grant target remains $165,000 .
Performance Compensation
| Component | Metrics | Weight | Payout Determination |
|---|---|---|---|
| Non-employee Director Compensation | Not applicable to directors (time-based restricted stock only) | — | Directors receive time-based restricted stock; double-trigger vesting on change-in-control; repricing prohibited; clawbacks maintained (policy scope focused on executives) |
RPM does not use performance-based metrics for non-employee directors; equity is delivered as time-based restricted stock under the 2014/2024 Omnibus Plans .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Overlap/Conflict Note |
|---|---|---|---|
| None disclosed (current public company boards) | — | — | No current public company directorships disclosed . |
| Covia Holdings Corporation | Public (former) | Director (2018–May 2019) | Historical; Covia filed Chapter 11 in June 2020 (post-tenure) . |
| Fairmount Santrol Holdings Inc. | Public (former) | Director (2013–2018) | Historical; merged to form Covia . |
| Great Lakes Construction Company | Private | Director; Chairs Finance Committee | No related-party transactions with RPM disclosed . |
| University Hospitals | Non-profit | Director, Finance Committee | Not a related party transaction . |
Expertise & Qualifications
- Financial, strategic, technology, compensation, management development, M&A, capital allocation, and government/stockholder relations experience; significant ESG experience from building Fairmount/Covia’s sustainable development program .
- Skills matrix indicates finance, independence, public company board experience, ESG, leadership, and M&A expertise .
- Audit Committee Financial Expert designation by the Board .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial Ownership | 15,785 shares of RPM Common Stock as of May 31, 2025 . |
| Unvested Restricted Stock | 5,100 unvested restricted shares outstanding at May 31, 2025 . |
| Dividends on RS | Dividends paid on restricted shares at the same rate as common stock . |
| Stock Ownership Guideline | Directors: ≥ 5x annual cash retainer within 5 years of appointment; all directors meet or are within grace period . |
| Hedging/Pledging | Short sales, pledging and hedging prohibited for directors, officers and employees . |
Governance Assessment
- Strengths: Independent Audit Committee membership with Deckard designated as an Audit Committee Financial Expert; strong governance practices (majority voting, declassification in progress, prohibition on hedging/pledging, double-trigger equity, clawbacks); solid say-on-pay support (93% approval in 2024) .
- Engagement/attendance: No director under 75% attendance; independent director executive sessions held regularly under a Lead Director structure .
- Compensation alignment: Director pay mix appropriately weighted to equity via time-based restricted stock, supporting alignment; cash retainer increased for FY2026 while equity target unchanged ($165k) .
- Conflicts/related-party exposure: No related-person transactions involving Deckard reported; RPM maintains a robust related-person transaction screening and Audit Committee approval process .
- Watch item: Background includes leadership of Covia prior to its June 2020 Chapter 11; not a current issue at RPM but relevant to risk oversight perspective .