Timothy R. Kinser
RPM INTERNATIONAL INC/DE/About Timothy R. Kinser
Timothy R. Kinser is Vice President – Operations at RPM International Inc. and has been a named executive officer since fiscal 2023, with responsibilities aligned to company-wide operational initiatives under MAP 2025 . He was eligible for retirement as of May 31, 2025 and has 17.8 years of credited service in RPM’s defined benefit plan, indicating long-tenured company experience . Compensation is anchored to operational performance: his annual incentive targets mirror RPM’s focus on adjusted EBIT margin and revenue growth, and his long-term PSU awards for the 2023–2025 cycle vested at 0% due to under-target outcomes on these measures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RPM International Inc. | Vice President – Operations | Named Executive Officer since FY2023 | Supports MAP 2025 operational efficiencies and commercial excellence programs |
External Roles
No public company directorships or external roles for Mr. Kinser are disclosed in RPM’s latest proxy .
Fixed Compensation
Multi-year cash compensation and employment agreement minima:
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 400,000 | 420,000 | 450,000 |
| Bonus ($) | 0 | 0 | 0 |
| Non-Equity Incentive Plan Compensation ($) | 360,000 | 525,000 | 503,000 |
| Employment Agreement Minimum Base Salary ($) | 420,000 (effective June 1, 2023) | 450,000 (effective June 1, 2024) | 465,000 (effective June 1, 2025) |
Incentive plan design (direct reports of CEO): target annual cash incentive equals 100% of salary; payout range 0–150% for FY2024 and continuing into FY2025 .
Narrative pay-mix context: Salary represented 16% of total compensation for FY2024 and 18% for FY2025; 23% in FY2023, reflecting a heavy tilt to at-risk pay consistent with RPM’s pay-for-performance philosophy .
Performance Compensation
Incentive Plan Performance Focus
- Annual cash incentives (FY2024) emphasized gross margin improvement, sales growth versus prior year and peers, MAP 2025 progress, manufacturing/commercial excellence, ESG progress, and individual operational goals; payout pool sized at 1.5% of pre-tax income with committee discretion .
PSU Performance Outcomes (3-year cycle ending FY2025)
| Metric | Weight | Threshold | Target | Maximum | Actual Result | % of Target Vesting |
|---|---|---|---|---|---|---|
| Adjusted EBIT Margin | 50% | 15.0% | 16.0% | 17.0% | 13.2% | 0% |
| Adjusted Revenue Growth (3-year CAGR) | 50% | 4.0% | 6.0% | 8.0% | 3.2% | 0% |
| Total | 100% | — | — | — | — | 0% |
Equity Grants, Vesting Schedules, and Outstanding Awards (as of May 31, 2025)
| Award Type | Key Terms | Quantity | Valuation |
|---|---|---|---|
| SERP Restricted Stock | Vests at later of age 55 or 5th anniversary of May 31 preceding grant; lapses upon retirement at/after 65 or qualifying termination/change-in-control per plan terms | 3,160 shares | $359,734 |
| PERS (FY2025 earned) | Single-year performance awards; FY2025 grants earned at 48.4% of target company-wide | 4,570 shares | $520,249 |
| PERS (FY2025 estimated unearned) | Maximum unearned shares for FY2025 | 2,500 shares | $284,600 |
| PSUs (maximum unearned) | Cycles ending FY2026 and FY2027 continue; double-trigger vesting under Omnibus plans | 45,000 units | $5,122,800 |
| SARs (Grant details) | Vest in installments; double-trigger change-in-control vesting under Omnibus plans (Kinser follows “best-net alternative” for excise tax) | — | — |
SARs granular schedule (as of May 31, 2025):
| Strike ($) | Expiration | Exercisable (#) | Unexercisable (#) |
|---|---|---|---|
| 81.0100 | 7/18/2032 | 10,000 | 10,000 (two equal installments on 7/18/2025 and 7/18/2026) |
| 93.5100 | 7/19/2033 | 5,200 | 15,600 (three equal installments starting 7/19/2025) |
| 114.2600 | 7/18/2034 | 0 | 14,100 (four equal installments starting 7/18/2025) |
Option exercises and stock vesting:
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| SARs – Shares Acquired on Exercise (#) | 0 | 0 |
| Stock Awards – Shares Acquired on Vesting (#) | 7,695 | 5,963 |
| Value Realized on Vesting ($) | 735,447 | 674,548 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial Ownership (Total Shares) | 28,844; less than 0.1% of shares outstanding |
| Breakdown | 22,661 shares owned directly; 6,183 shares issuable under SARs exercisable or within 60 days of May 31, 2025 |
| Stock Ownership Guidelines | NEOs: 5x base salary; executives met or within grace period as of May 31, 2025 |
| Hedging/Pledging | Company policy prohibits short sales, pledging, and hedging by officers |
Deferred compensation (alignment and liquidity considerations):
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Executive Contributions ($) | 126,000 | 157,500 |
| Aggregate Earnings ($) | 149,433 | 129,771 |
| Aggregate Balance at FYE ($) | 1,247,035 | 1,534,306 |
Employment Terms
Core agreement features:
- Term auto-renews annually to May 31; minimum base salary of $465,000 effective June 1, 2025 (prior minima: $450,000 in 2024; $420,000 in 2023) .
- Non-compete and non-solicit covenants for two years post-termination; confidentiality obligations survive indefinitely .
- New-form employment agreement (Kinser): removes single-trigger equity acceleration upon change-in-control; follows double-trigger vesting under 2014/2024 Omnibus plans; no tax gross-up—uses “best-net alternative” for potential 280G excise tax .
Estimated payments on termination/change-in-control (as of May 30, 2025):
| Event | Lump Sum ($) | Health & Welfare ($) | Estate/Financial Planning ($) | Executive Life Insurance ($) | Cash Value of SERP Grant ($) | Accelerated SERP RS ($) | Accelerated PERS/SARs/PSUs ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|
| Retirement | — | — | — | — | — | — | — | — | 1,165,697 (SARs 645,448; PERS 520,249) |
| Death | 462,667 | — | — | — | — | 359,734 | SARs 645,448; PERS 520,249 | — | 1,988,098 |
| Disability | 462,667 | — | — | — | — | 359,734 | SARs 645,448; PERS 520,249 | — | 1,988,098 |
| Voluntary/For Cause | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
| Involuntary (No CIC within 2 yrs) | 1,137,667 | 39,258 | 16,000 | 0 | 130,631 | 359,734 | — | — | 1,683,290 |
| Involuntary or Good Reason (Within 2 yrs of CIC) | 1,137,667 | 39,258 | 16,000 | 0 | 130,631 | 359,734 | 3,727,097 | 25,000 | 5,435,387 (no excise tax gross-up) |
Change-in-control only (no termination): Kinser’s table shows $0 total due to double-trigger design for his agreement and plan terms .
Investment Implications
- Pay-for-performance alignment: Annual incentives tied to margin expansion, growth and MAP 2025 execution; long-term PSUs failed to vest for the 2023–2025 cycle (0%)—a favorable governance signal limiting pay when performance lags .
- Retention and mobility: Retirement eligibility and sizable double-trigger CIC acceleration ($3.73M for PSUs/PERS/SARs in CIC termination) create potential transition scenarios, but restrictive covenants and absence of 280G gross-up (best-net alternative) mitigate excessive shareholder costs .
- Insider selling pressure: Upcoming SAR vesting tranches (2032–2034 grants beginning July 2025) could create episodic liquidity events; however, Kinser exercised no SARs in FY2024–FY2025, and hedging/pledging is prohibited, reducing alignment risks .
- Ownership alignment: Direct and in-the-money derivative exposure totals 28,844 shares (<0.1% of outstanding), with company-wide 5x salary ownership guidelines in place; deferred comp balance ($1.53M) adds company-linked exposure .