Salvatore D. Fazzolari
RPM INTERNATIONAL INC/DE/About Salvatore D. Fazzolari
Independent director since 2013; age 73. Former Chair, President and CEO of Harsco Corporation (now Enviri), with a 30+ year tenure that included CFO, President, Treasurer, and Corporate Controller; CPA (inactive) and CISA (inactive); B.B.A. in accounting from Penn State. Serves on RPM’s Audit and Executive Committees and is designated a financial expert; beneficial ownership of 20,553 RPM shares (<0.1%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harsco Corporation (Enviri) | Chair & CEO | 2008–2012 | Led global environmental solutions operations; oversight across finance, strategy, technology, compensation, M&A, capital allocation; cybersecurity oversight experience via audit committee leadership at past board service. |
| Harsco Corporation (Enviri) | President | 2010–2012; 2006–2007 | Senior operating leadership. |
| Harsco Corporation (Enviri) | CFO | 1998–2007 | Financial stewardship, capital allocation, controls. |
| Harsco Corporation (Enviri) | Treasurer & Corporate Controller | Prior to 1998 | Accounting, controls, reporting. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Bollman Hat Company | Director | Current | Global headwear company; private. |
| RDG Companies | Director | Current | Property management, contracting, HVAC; private. |
| Gannett Fleming, Inc. | Director | Until Dec 2022 | Engineering firm; private. |
Board Governance
- Committee assignments: Audit Committee Chair; Executive Committee member. Audit met 5x in FY2025; Executive met 0x; Compensation met 4x; Governance & Nominating met 3x.
- Independence: Board determined he meets RPM’s categorical standards and NYSE independence rules; one of 11 independent directors.
- Attendance: Board held 4 meetings in FY2025; no director attended fewer than 75% of combined board and committee meetings—no attendance concerns noted.
- Audit Committee remit: Financial reporting integrity, compliance, auditor independence, internal audit; explicit oversight of cybersecurity and data privacy risk programs and incident escalation procedures. Audit Committee report signed July 18, 2025 by Chair Fazzolari.
- Lead Independent Director framework in place (Robert A. Livingston) to balance combined CEO/Chair structure.
Fixed Compensation
| Component | Fiscal 2025 | Fiscal 2026 | Notes |
|---|---|---|---|
| Quarterly cash retainer (non-employee directors) | $25,000 | $30,000 | Paid quarterly; meeting attendance fees included in “Fees Earned.” |
| Audit Committee Chair fee (quarterly) | $5,000 | $6,250 | Additional cash for chair role. |
| Lead Director total quarterly retainer | $8,750 | $11,250 | Sum of chair fee plus lead director fee. |
| Meeting fees (Board/Committees) | Included in cash fees | Included in cash fees | Cash fees include attendance and retainers. |
| Director Compensation (FY2025) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Salvatore D. Fazzolari | 120,000 | 178,710 | 298,710 |
Performance Compensation
| Equity Component (Directors) | Grant Policy | FY2025 Grant Value | Unvested RS at 5/31/2025 |
|---|---|---|---|
| Time-based Restricted Stock | Annual grant with target value (non-employee directors) | $165,000 target value | 5,100 shares (Fazzolari) |
- Director equity awards are time-based restricted stock; no performance metrics disclosed for director grants. Dividends paid at common rate; 2021 director RS vested Oct 31, 2024.
Other Directorships & Interlocks
| Company | Public/Private | Sector Linkage to RPM | Potential Interlock/Conflict |
|---|---|---|---|
| Bollman Hat Company | Private | Consumer products (headwear) | No RPM-related transaction disclosed. |
| RDG Companies | Private | Real estate/services | No RPM-related transaction disclosed. |
| Gannett Fleming, Inc. (prior) | Private | Engineering | No RPM-related transaction disclosed. |
- Related person transactions: Proxy discloses RPM family-related employment (Sullivan family) but no transactions involving Fazzolari; RPM has a formal policy requiring Audit Committee review of any related-person transactions over $120,000.
Expertise & Qualifications
- Financial expert; CPA (inactive), CISA (inactive); deep CFO/CEO experience overseeing finance, strategy, technology, compensation, M&A, capital allocation.
- Cybersecurity oversight experience via audit committee roles; RPM audit charter assigns cybersecurity and data privacy risk oversight to the committee.
- Global environmental solutions and metals/minerals market expertise; extensive global experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Shares Outstanding Reference |
|---|---|---|---|
| Salvatore D. Fazzolari | 20,553 | <0.1% | 128,292,367 shares at record date (Aug 8, 2025) |
- Director stock ownership guidelines: 5x annual cash retainer; each director meets or is within the grace period to comply.
- Hedging/pledging: Prohibited for directors under RPM’s insider trading policy.
Insider Trades (Form 4, 2025)
| Filing Date | Transaction Date | Type | Shares | Price ($) | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|---|
| 2025-10-03 | 2025-10-01 | Award (RS/RSU) | 1,400 | 0.00 | 21,953 | |
| 2025-11-04 | 2025-10-31 | Sale | 375 | 107.67 | 21,578 |
- Pattern: Modest sale following a routine director equity award; sizes are immaterial versus ownership and do not signal concern alone.
Governance Assessment
- Strengths: Independent director; Audit Chair and designated financial expert; explicit cybersecurity oversight; consistent attendance; structured related-party review; director ownership guidelines and anti-hedging/pledging policy support alignment.
- Compensation alignment: FY2025 mix includes cash fees and time-based RS; equity component standard for directors; FY2026 increase in cash retainers reflects workload/inflation but equity target stable ($165k).
- Signals: Say-on-Pay support at 93% in prior year indicates investor confidence in RPM’s compensation governance broadly (contextual).
- RED FLAGS: None disclosed specific to Fazzolari—no related-party transactions, pledging/hedging prohibited, strong committee engagement. Board’s combined CEO/Chair is mitigated by Lead Director structure.