Robert A. Livingston
RPM INTERNATIONAL INC/DE/About Robert A. Livingston
Robert A. Livingston, age 71, is an independent director of RPM, serving since 2017 and currently the Lead Independent Director. He chairs RPM’s Compensation Committee and sits on the Executive Committee; his Class III term expires in 2026. Livingston is the retired President and CEO of Dover Corporation and holds a B.S. in business administration from Salisbury University. He has been a director of Amphenol Corporation since December 2018, where he chairs the compensation committee and serves on the audit and executive committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dover Corporation | President & CEO | 2008–2018 | Served as director of Dover 2008–2018 |
| Dover Engineered Systems, Inc. | President & CEO | 2007–2008 | Operating leadership experience |
| Dover Electronics, Inc. | President & CEO | 2004–2007 | Operating leadership experience |
| Vectron International, Inc. (Dover unit) | President | 2001–2004 | Technology/manufacturing exposure |
| Dover Technologies, Inc. | EVP; VP Finance & CFO | 1998–2001; 1987–1998 | Deep finance and CFO experience |
| K&L Microwave | VP Finance; VP & GM | 1983–1984; 1984–1987 | General management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amphenol Corporation (NYSE: APH) | Director | Since Dec 2018 | Chairs Compensation; member Audit and Executive committees |
| Dover Corporation (NYSE: DOV) | Director | 2008–2018 | Former issuer director |
Board Governance
- Independence: RPM’s board determined Livingston is independent under NYSE and RPM categorical standards; 11 of 12 directors are independent, and all members of the Audit, Compensation, and Governance & Nominating Committees are independent .
- Lead Independent Director: Leads executive sessions of independent directors, which generally occur each January, April, and July; he served as Lead Director for the 2025 sessions .
- Attendance: Board held 4 meetings in FY2025; no director attended fewer than 75% of Board and applicable committee meetings .
- Committee leadership and responsibilities: Livingston chairs the Compensation Committee, which oversees executive compensation policies, administers incentive plans (Incentive Compensation Plan and 2024 Omnibus Plan), and manages CEO/NEO pay decisions; the committee retains independent advisors and assesses advisor independence across six factors .
| Committee | Role | FY2025 Meetings | Notes |
|---|---|---|---|
| Compensation | Chair | 4 | Administers Incentive Plan & 2024 Omnibus; sole authority to retain advisors; all members independent |
| Executive | Member | 0 | Executive Committee membership noted in committee matrix |
| Governance & Nominating | — | 3 | All members independent; board independence policy summarized |
| Audit | — | 5 | Audit responsibilities and financial literacy standards noted (not a member) |
Fixed Compensation
| Item | FY2025 | FY2026 (planned) |
|---|---|---|
| Fees earned (Livingston actual) | $127,500 (cash) | — |
| Director cash retainer (non-employee) | $25,000 per quarter | $30,000 per quarter |
| Committee chair retainer | $5,000 per quarter (Comp & Gov); $5,000 Audit | $5,000 per quarter (Comp & Gov); $6,250 Audit |
| Lead Director retainer | $8,750 per quarter total (sum of chair fee + lead fee) | $11,250 per quarter total |
| Meeting fees | Included within cash fees per note | — |
| Deferred compensation plan eligibility | Directors may defer fees; credited to selected investment funds | — |
Performance Compensation
| Item | FY2025 Actual | FY2026 Target | Vesting/Notes |
|---|---|---|---|
| Stock awards (Livingston) | $178,710 fair value (restricted stock) | Target value $165,000 (restricted stock grant) | Dividends paid on restricted stock; 2021 grants vested on Oct 31, 2024 |
| Performance-based equity metrics tied to director pay | None disclosed for non-employee directors | None disclosed | Director equity is time-based restricted stock; performance metrics apply to executives (not directors) |
Other Directorships & Interlocks
| Company | Overlap/Committee | Potential Interlock/Conflict |
|---|---|---|
| Amphenol (APH) | Chairs Compensation; member Audit/Executive | No RPM disclosure of business dealings with APH; no related person transaction involving Livingston disclosed |
| Dover (DOV) | Former CEO/director | Historical role; no RPM related transaction disclosed |
Expertise & Qualifications
- Financial, strategic, technology, compensation, management development, M&A, capital allocation, government and stockholder relations; rationale for nomination emphasizes CEO experience managing issues RPM faces today .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (RPM common) | 17,073 shares |
| Unvested restricted stock at 5/31/2025 | 5,100 shares |
| Ownership guidelines | Directors with ≥5 years service must hold ≥5x annual cash retainer; each director meets or is within grace period |
| Hedging/pledging | Prohibited by insider trading policy |
Insider Trades
| Date | Form | Security | Amount/Detail | Source |
|---|---|---|---|---|
| Oct 1, 2025 | Form 4 | RPM common | Grant of 1,400 shares under RPM 2024 Omnibus Equity & Incentive Plan |
Governance Assessment
- Strengths: Independent Lead Director with seasoned CEO background; chairs an independent Compensation Committee with authority to hire independent advisors and established conflict checks; robust governance policies including anti-hedging/pledging, clawbacks, double-trigger vesting, majority voting, and proxy access; strong shareholder support with 93% Say-on-Pay approval in 2024, indicating investor alignment with pay practices .
- Alignment: Director equity is time-based restricted stock, creating ownership alignment; Livingston’s FY2025 mix shows meaningful equity component ($178,710 vs. $127,500 cash), with stock ownership guidelines at 5x annual cash retainer and policy compliance .
- Attendance/engagement: No director fell below the 75% attendance threshold; Livingston led executive sessions in the year, indicating active engagement in independent oversight .
- Potential risks/flags: Incremental increase in director cash retainers for FY2026 raises guaranteed pay (quarterly retainer up 20%; Lead Director retainer up to $11,250), though equity target remains constant; simultaneous compensation committee chair role at Amphenol increases time commitments but no related-party transactions or conflicts disclosed at RPM .
- Environment: Related person transactions disclosed for the CEO’s family (not involving Livingston), overseen via Audit Committee policy, which may be noted by governance-sensitive investors but does not impair director independence per board review .