William B. Summers, Jr.
RPM INTERNATIONAL INC/DE/About William B. Summers, Jr.
Retired Chair and Chief Executive Officer of McDonald Investments Inc.; former Chair of Key Capital Partners and Executive Vice President of KeyCorp. Age 75; RPM director since 2004; currently an independent director serving on the Compensation Committee; beneficially owned 47,128 RPM shares as of May 31, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McDonald Investments Inc. | Chief Executive Officer | 1994–2000 | Led investment banking and securities operations; capital markets expertise |
| McDonald Investments Inc. | Chair | 2000–2006 | Oversight of strategy and external reporting |
| Key Capital Partners | Chair | 1998–2000 | Capital allocation and strategic planning |
| KeyCorp | Executive Vice President | 1998–2000 | Financial and external reporting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Integer Holdings Corporation (NYSE: ITGR) | Director | 2001 – May 2025 | Medical device outsource manufacturer |
| Developers Diversified Realty Corporation | Director | 2004 – 2011 | Public REIT; prior service |
| Nasdaq Stock Market | Director; Chair (Board) | Chair: 2 years (dates not specified) | Former board chair; market structure expertise |
| New York Stock Exchange | Director | Not specified | Market governance exposure |
| Citymark Capital | Advisory Board Member | Current | Private investment advisory role |
| Baldwin Wallace University | Trustee | Current | Non-profit governance |
| Rock & Roll Hall of Fame and Museum | Life Trustee | Current | Non-profit governance |
Board Governance
- Independence: Board determined Summers meets RPM’s categorical standards and NYSE independence requirements; 11 of 12 current directors are independent .
- Committee assignments: Member, Compensation Committee; committee held 4 meetings in FY2025; chair is Robert A. Livingston .
- Lead Independent Director: Robert A. Livingston; independent directors meet in executive session each January, April, July .
- Attendance: Board held 4 meetings in FY2025; no director attended fewer than 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Shareholder rights: Board declassification approved in 2024; majority voting policy with expected resignation on majority of “withheld” votes .
- Risk oversight: Compensation Committee oversees compensation-related risk; Governance & Nominating oversees governance and sustainability risks .
Fixed Compensation
| Metric | FY2025 | FY2026 Schedule |
|---|---|---|
| Quarterly cash retainer (non-employee directors) | $25,000 per quarter | $30,000 per quarter |
| Committee chair retainer | $5,000 per quarter (Audit, Compensation, Governance chairs) | Audit chair $6,250/qtr; Compensation & Governance chairs $5,000/qtr |
| Lead Independent Director retainer | $8,750 per quarter (sum of any chair fee + lead fee) | $11,250 per quarter (sum of any chair fee + lead fee) |
| Fees Earned or Paid in Cash (Summers) | $100,000 | — |
Notes: Cash fees include quarterly retainer and meeting fees; Mr. Sullivan receives no director compensation .
Performance Compensation
| Director Equity Details | FY2025 |
|---|---|
| Restricted stock grant – fair value (Summers) | $178,710 (granted under 2014 Omnibus Plan) |
| Target annual director equity grant | $165,000 target value |
| Unvested restricted shares at 5/31/2025 (Summers) | 5,100 shares |
| Dividends on director restricted stock | Paid at common stock rate |
| Recent vesting event | 2021 director restricted shares vested on Oct 31, 2024 |
Director equity is time-based restricted stock (not PSU/PERS). No director-specific performance metrics apply to equity grants; program uses target grant value and standard vesting, with dividends paid on restricted shares .
Other Directorships & Interlocks
| Company | Overlap with RPM stakeholders | Potential interlock/conflict comment |
|---|---|---|
| Integer Holdings (NYSE: ITGR) | None disclosed with RPM customers/suppliers | Ended service May 2025; no RPM-related transactions disclosed |
| Developers Diversified Realty Corp. | None disclosed | Prior service ended 2011; no RPM-related transactions disclosed |
| Nasdaq/NYSE | Market infrastructure | Governance expertise; no RPM-related transactions disclosed |
| Citymark Capital | Private advisory | No related-person transactions disclosed by RPM |
Expertise & Qualifications
- Capital markets, financial reporting, and strategic planning; prior leadership as CEO/Chair in financial services .
- Skills highlighted by RPM: Finance, Strategic, Management Development, Acquisitions, Capital Allocation; non-profit governance perspective .
- Public company board experience across multiple exchanges and issuers .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Beneficial ownership (Summers) | 47,128 shares |
| Percent of shares outstanding | <0.1% (asterisk) |
| Unvested director restricted shares (at 5/31/2025) | 5,100 shares |
| Director stock ownership guideline | ≥5x annual cash retainer after 5 years; each director meets or is within grace period |
| Hedging/pledging | Prohibited by RPM’s insider trading policy |
Governance Assessment
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Positive signals:
- Independence affirmed; serves on an all-independent Compensation Committee with sole authority over compensation advisors and independence checks, supporting pay governance rigor .
- Strong attendance policy and practice; board/committee engagement meets thresholds; independent director executive sessions reinforce oversight .
- Director compensation mix emphasizes equity via time-based restricted stock, aligning interests; dividends paid on RS support ongoing alignment; ownership guidelines at ≥5x retainer bolster skin-in-the-game .
- Shareholder rights enhancements (board declassification; majority voting) and prohibition of hedging/pledging improve governance quality and alignment .
-
Watch items / potential red flags:
- Long tenure since 2004 vs. independent director average tenure of 9.0 years may raise refreshment considerations; however, 7 of 11 independent directors joined since 2015, partially mitigating refreshment risk .
- Advisory role at Citymark Capital noted; RPM discloses a robust Related Person Transaction Policy, and no related-person transactions involving Summers are disclosed for FY2025, but continued monitoring is prudent .
- Compensation structure for directors includes a 20% increase in FY2026 quarterly cash retainer ($25,000→$30,000) while equity target remains flat at $165,000; maintaining equity weighting supports alignment, but rising fixed cash should be monitored relative to workload and market benchmarks .
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Overall: Summers brings deep capital markets and governance experience, is independent, meets ownership alignment standards, and maintains strong committee participation. No related-party transactions were disclosed involving him; governance practices (declassification, majority voting, executive sessions) and compensation oversight strengthen investor confidence .