Tracy D. Crandall
RPM INTERNATIONAL INC/DE/About Tracy D. Crandall
Vice President, General Counsel, Chief Compliance Officer, and Secretary of RPM International, effective October 4, 2024, after serving since 2010 in RPM’s legal function and being elected Vice President in 2015; compliance was added in 2021 and sustainability in 2022 . She holds a bachelor’s degree from Bucknell University and a J.D. from Cleveland State University; prior roles include partner at Calfee, Halter & Griswold LLP and commercial counsel at GE Lighting . Company performance during her current tenure includes FY2025 revenue growth of 0.5%* and EBITDA growth of ~5.2%*; RPM reported record FY2025 adjusted EBIT margin of 13.2% and record results under MAP 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RPM International | Associate General Counsel | 2010–2015 | Supported corporate legal matters and compliance framework |
| RPM International | Vice President (Legal) | 2015–2021 | Elevated oversight across legal, with board-level interaction |
| RPM International | Vice President – Compliance & Sustainability; Associate General Counsel | 2021–2022 | Led compliance function company-wide; expanded to sustainability leadership |
| RPM International | Vice President, General Counsel, Chief Compliance Officer, Secretary | Oct 2024–present | Executive leadership of legal/compliance; corporate secretary responsibilities |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Beech Brook | Board member | Not disclosed | Community/non-profit involvement |
| YMCA of Greater Cleveland | Board member | Not disclosed | Community service |
| Great Lakes Science Center | Board member | Not disclosed | STEM-related non-profit governance |
Fixed Compensation
| Metric | FY2025 | Notes |
|---|---|---|
| Base Salary ($) | 340,000 | Mid-year promotion considered; FY2026 minimum base set at $425,000 effective June 1, 2025 |
| Target Bonus (% of Salary) | 100% | Maximum 150% of salary; individual cap $510,000 |
| Actual Bonus (Non-Equity Incentive) ($) | 325,000 | Equals ~96% of base salary for FY2025 |
| All Other Compensation ($) | 53,915 | Includes 401(k), life insurance, car allowance, etc. |
| Change in Pension Value ($) | 39,490 | Defined benefit plan accrual |
Performance Compensation
Annual Cash Incentive – FY2025 Structure and Outcomes
| Metric | Weighting/Range | Target | Result | Payout Decision |
|---|---|---|---|---|
| Gross Profit Margin Improvement | 12.5%–62.5% of target award | 41.8% margin | 41.5% | 25% of target award credited |
| Sales Growth Improvement | Up to 50% of target award | Company YoY sales | 0.5% | 50% of target award credited |
| Company Initiatives & Individual Goals | Up to 25% of target award | MAP 2025; CS-168; digital transformation | Significant progress | 20% of target award credited |
| SG&A Reduction | Up to 25% of target award | SG&A vs PY and peers | Slight decrease; favorable vs peers | 25% of target award credited |
| Committee Discretion | Up to 25% of target award | Peer-relative performance | N/A | 15% of target award credited |
| Aggregate Outcome | N/A | Target 100% of salary | N/A | For Ms. Crandall: ~96% of salary; actual $325,000 |
PERS (Performance Earned Restricted Stock) – FY2025 Awards
| Metric | Weight | Threshold | Target | Maximum | Result | Vested (% of Target) |
|---|---|---|---|---|---|---|
| EBIT Margin | 50% | 13.5% | 14.0% | 15.0% | 13.2% | 0% |
| Working Capital Ratio | 50% | 23.6% | 22.0% | 20.9% | 22.1% | 96.9% |
| Total | 100% | — | — | — | — | 48.4% of target |
Crandall’s FY2025 PERS grants: Target 2,400 shares; actual awarded 1,200 shares; vesting schedule: 1,800 shares on July 19, 2026 and 1,790 shares on July 18, 2027 noted for aggregate PERS; for Ms. Crandall’s specific PERS: 1,800 and 1,790 per footnote (19) .
PSUs (Performance Stock Units)
| Performance Period | Metrics | Threshold | Target | Maximum | Result | Vesting |
|---|---|---|---|---|---|---|
| FY2023–FY2025 | Adjusted EBIT Margin (50%), Adjusted Revenue Growth (50%) | 15.0% EBIT; 4% CAGR | 16.0% EBIT; 6% CAGR | 17.0% EBIT; 8% CAGR | 13.2% EBIT; 3.2% CAGR | 0% vested; 100% forfeited |
| FY2024–FY2027 (in progress) | Adjusted EBIT Margin (50%), Adjusted Revenue Growth (50%) | 13.5%; 2.0% CAGR | 15.0%; 4.0% CAGR | 16.0%; 6.0% CAGR | TBD | Contingent; determination after FY2027 |
Crandall FY2025 PSU target grant: 3,600 shares (target, contingent) .
SARs (Stock Appreciation Rights)
| Grant Date | # SARs | Strike Price ($/sh) | Vesting | Expiration | Grant Date FV ($) |
|---|---|---|---|---|---|
| Apr 15, 2025 | 10,000 | 104.94 | 4 equal installments starting Apr 15, 2026 | Apr 15, 2035 | 272,000 |
Option Exercises and Stock Vested FY2025: Crandall had no SAR exercises; 5,153 shares vested from stock awards; value realized $582,338 .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Total Beneficial Ownership | 22,906 shares; comprised of 22,796 directly and ~110 via the RPM 401(k) Plan; <0.1% of shares outstanding |
| Vested vs Unvested (as of May 31, 2025) | Unvested SERP restricted stock: 7,376 shares ($839,684); PERS unvested: 3,590 shares ($408,686); Additional PERS unearned: 3,000; PSUs unearned: 19,200 ($2,185,728) |
| SARs Outstanding | 10,000 unexercisable at $104.94 strike (vesting 2026–2029) |
| Ownership Guidelines | NEOs must hold 5x base salary in common stock; each NEO satisfies or is within grace period |
| Hedging/Pledging | Prohibited for directors, officers, employees by insider trading policy |
| Compliance Signals | Double-trigger vesting on long-term equity under 2014/2024 plans; no repricing without stockholder approval; clawback policies in place (2012 policy and 2023 NYSE policy) |
Employment Terms
- Contract: One-year term ending last day of fiscal year, auto-renews annually unless non-renewal notice two months prior; extended to May 31, 2026 .
- Base salary minimum effective June 1, 2025: $425,000 .
- Severance (without cause, not within 2 years of change in control): lump sum equals prior year incentive compensation (if not paid) plus 1.5x base salary, plus pro rata portion of 3-year average incentive; 18 months benefits; 6 months financial planning; life insurance premium multiple (1.5x); SERP benefits cash value and lapse of SERP restrictions; restrictive covenants apply .
- Change-in-control (double-trigger): same base structure plus accelerated vesting of PSUs, PERS, SERP; outplacement; legal fee reimbursement; “best-net alternative” under Section 280G (no excise tax gross-up for Ms. Crandall) .
- Restrictive covenants: confidentiality indefinite; 2-year non-compete and non-solicit post-employment .
Estimated payout amounts (as of May 30, 2025):
| Scenario | Total Estimated Payout ($) |
|---|---|
| Death | 1,591,037 |
| Disability | 1,591,037 |
| Involuntary Termination (No CoC) | 1,768,662 |
| Involuntary Termination/Good Reason within 2 Years of CoC | 3,401,072 |
| CoC Only (accelerations) | 0 (assumes Company survives; no acceleration for Ms. Crandall under new form) |
Compensation Structure Analysis
- Year-over-year mix: FY2025 total comp $1.63M with salary 21% of total; balance largely performance-based stock awards, SARs, and non-equity incentive .
- At-risk pay: Strong use of PERS (annual) and PSUs (3-year), plus SARs tied directly to stock price; zero vesting on FY2023–2025 PSUs underscores rigorous long-term targets .
- Governance levers: Double-trigger vesting, clawbacks, prohibition on hedging/pledging, and no excise tax gross-up for Ms. Crandall (best-net alternative) indicate shareholder-friendly design .
RPM Performance (Context for Pay-for-Performance)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Revenues ($) | 7,335,277,000* | 7,372,644,000* |
| EBITDA ($) | 1,056,409,000* | 1,111,281,000* |
Values retrieved from S&P Global.
Additional disclosures: record FY2025 adjusted EBIT margin 13.2% and record sales, net income, adjusted EBIT, adjusted EPS reported by RPM .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support: 93% approval at 2024 annual meeting .
- Compensation peer group reviewed annually; consultant Willis Towers Watson engaged; peer list includes Albemarle, Avient, Axalta, Cabot, Carlisle, Celanese, Eastman, H.B. Fuller, Huntsman, Masco, Olin, PPG, Chemours, Scotts, Sherwin-Williams, Westlake .
Investment Implications
- Alignment: Strong at-risk structure (PERS, PSUs, SARs) aligns compensation with EBIT margin, working capital efficiency, and multi-year revenue/EBIT growth; governance policies (clawbacks, double-trigger, anti-hedging) reduce agency risk .
- Retention risk: Significant unvested equity (SERP 7,376; PERS 3,590; PSUs 19,200; SARs 10,000) and severance protections suggest low near-term attrition; 2-year non-compete/non-solicit enhances retention post-separation .
- Trading signals: No SAR exercises in FY2025 and continued vesting cadence (2026–2029 for SARs; 2026–2027 for PERS) limit near-term selling pressure; zero PSU vesting for FY2023–2025 cycle highlights elevated long-term hurdles, which may cap realized equity if performance softens .
- Performance context: FY2025 delivered record results and margin expansion, supporting incentive payouts and future vesting prospects if RPM sustains adjusted EBIT margin targets and revenue CAGR thresholds .