Julie A. Beck
About Julie A. Beck
Julie A. Beck, age 63, has served as an independent director of RPM since 2025 and is a member of the Audit Committee, where she is designated an “audit committee financial expert.” She is Senior Vice President, Chief Financial Officer and Treasurer of MSA Safety Incorporated effective August 18, 2025; previously CFO of Terex Corporation from January 2022 to April 2025. She holds a B.B.A. in accounting from the University of Wisconsin–Madison and is a certified public accountant .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Terex Corporation (NYSE: TEX) | SVP & CFO | Jan 2022 – Apr 2025 | Departed Terex on Apr 1, 2025 . Bio confirms tenure . |
| NOVA Chemicals | Executive role (finance/leadership) | Not disclosed | Prior executive-level positions . |
| Joy Global | Executive role (finance/leadership) | Not disclosed | Prior executive-level positions . |
| Temple-Inland | Executive role (finance/leadership) | Not disclosed | Prior executive-level positions . |
| Invacare Corporation | Director (prior) | Not disclosed | Prior public company board service . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MSA Safety (NYSE: MSA) | SVP, CFO & Treasurer | Effective Aug 18, 2025 | Finance leadership in safety products . |
| Tronox Holdings plc (NYSE: TROX) | Director | Current | Titanium products producer . |
| Carpenter Technology (NYSE: CRS) | Director | Current | Specialty alloys company . |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee held 5 meetings in FY2025; the Board held 4 meetings in FY2025 .
- Committee chair/roles: Audit Committee chaired by Salvatore D. Fazzolari; Beck is a non-chair member and is designated an audit committee financial expert .
- Independence: Board determined Beck is independent under NYSE and RPM standards; 11 of 12 directors are independent overall .
- Engagement/attendance: No director attended fewer than 75% of aggregate Board and committee meetings in FY2025 .
- Lead Independent Director and executive sessions: Robert A. Livingston serves as Lead Director; independent directors meet in executive sessions each January, April, and July .
- Election signal: Beck received 100,086,120 votes “For” vs. 4,401,288 “Withheld” at the Oct 2, 2025 annual meeting (broker non-votes 9,470,151) .
Fixed Compensation
| Component | Fiscal Year | Amount | Details |
|---|---|---|---|
| Cash fees (Board/committee) | FY2025 | $25,000 | As disclosed in Director Compensation table for Beck . |
| Equity grant (restricted stock) | FY2025 | $0 | Beck shown with $0 stock awards for FY2025; other directors received grants . |
| Total | FY2025 | $25,000 | Sum of cash and equity for Beck . |
| Standard quarterly retainer | FY2025 policy | $25,000 per quarter | Non-employee director cash retainer; committee chairs +$5,000 per quarter . |
| Standard quarterly retainer | FY2026 policy | $30,000 per quarter | Audit Chair +$6,250; Comp/Gov Chairs +$5,000; Lead Director $11,250 total (chair + lead) . |
Performance Compensation
| Element | Fiscal Year | Structure | Metric/Terms |
|---|---|---|---|
| Restricted stock (annual grant) | FY2025 policy | Target value ~$165,000 | Granted to directors (other than CEO); time-based RS; dividends at common rate; 2021 awards vested Oct 31, 2024 (general director vesting disclosure) . |
| Restricted stock (annual grant) | FY2026 policy | Target value ~$165,000 | Expected to continue per policy . |
| Options | FY2025 | $0 | No option awards shown in director comp table . |
| Clawback & vesting features | Ongoing | Double-trigger vesting in equity plans; clawback policies maintained since 2012 and updated per NYSE rules in Oct 2023 . |
Directors typically do not have performance-linked metrics (e.g., TSR/EBIT) tied to their compensation; RPM’s performance metrics listed in the proxy apply to executive pay-for-performance (Adjusted EBIT Margin %, Revenue Growth, etc.), not director pay .
Other Directorships & Interlocks
| Company | Relationship to RPM | Potential Interlock/Conflict |
|---|---|---|
| Tronox Holdings (TROX) | Materials supplier of titanium products (external) | No related-party transactions with RPM requiring Item 404(a) disclosure; board reviewed independence including private/charitable overlaps and found no impairment . |
| Carpenter Technology (CRS) | Specialty materials producer (external) | Same as above; no material related-party transactions disclosed . |
| MSA Safety (MSA) | Beck is CFO | No Item 404(a) transactions; independence affirmed; board does not view common board memberships as impairing independence . |
Expertise & Qualifications
- Financial expertise: Audit committee financial expert; deep global finance, IT strategy, continuous improvement experience .
- Strategic/M&A/capital allocation: Board highlights acquisitions and capital allocation among key skills .
- Governance and cybersecurity oversight occurs within the Audit Committee’s charter remit, which Beck supports as a member .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (May 31, 2025) | 0 shares; less than 0.1% | As disclosed; “—” and “*” denote <0.1% . |
| Stock ownership guidelines | 5x annual cash retainer after 5 years | Increased from 4x to 5x in 2014; directors must comply within five years of appointment . |
| Compliance status | Meets or within grace period (board-wide) | Company states each director meets guidelines or is within grace period . |
| Pledging/hedging | Prohibited | Insider trading policy bans short sales, pledging, and hedging . |
Governance Assessment
-
Positives
- Independent director with audit committee financial expert designation; strengthens financial oversight and cybersecurity/data privacy risk oversight within Audit .
- Strong shareholder support in 2025 election; robust board independence (11/12) and regular executive sessions with a designated Lead Director .
- Clear director ownership alignment policies (5x retainer within five years) and prohibition on hedging/pledging; clawback and double-trigger vesting in equity plans bolster investor protections .
-
Considerations / RED FLAGS
- Zero beneficial ownership as of May 31, 2025; alignment expected to increase as standard restricted stock grants accrue under policy .
- Multiple external commitments (MSA CFO plus directorships at TROX and CRS) may create time-commitment risk; monitor attendance and committee engagement in FY2026 despite FY2025 board-wide ≥75% attendance .
- No director-specific equity grant recorded for Beck in FY2025 (likely due to start date); confirm FY2026 grant execution to meet ownership guidelines over the five-year horizon .
-
Conflict checks
- 8-K affirms no Item 404(a) related-party transactions for Beck; board independence review found no impairment from overlapping private/charitable boards .
Appendices
Committee Snapshot (FY2025)
| Committee | Role | Meetings (FY2025) | Members |
|---|---|---|---|
| Audit | Member; Financial Expert | 5 | Chair: S.D. Fazzolari; Members: J.A. Beck, J.D. Deckard, E.M. Pawlikowski . |
| Compensation | — | 4 | Beck not listed as member . |
| Governance & Nominating | — | 3 | Beck not listed as member . |
| Executive | — | 0 | Beck not listed as member . |
Shareholder Voting Signals (Oct 2, 2025)
| Item | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Election of Julie A. Beck | 100,086,120 | 4,401,288 | 9,470,151 |
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 95,838,034 | 8,205,285 | 444,089 | 9,470,151 |
Indemnification & Contracts
- RPM entered (or will enter) into standard director indemnification agreements with Beck effective April 7, 2025; indemnifies to the fullest extent permitted by law for expenses, judgments, settlements, fines, and penalties, subject to stated exceptions; terms consistent with agreements for all directors and officers .