DEF 14A of Regal Rexnord Corp, Mar 18, 2026

DEF 14A of Regal Rexnord Corp

Filed Mar 18, 2026 · FY20250000082811-26-000085

Open on EDGAR

  1. TABLE OF CONTENTS

    | PROXY SUMMARY | 5 | DIRECTOR COMPENSATION | 71 | | PROXY STATEMENT | 11 | REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE | 72 | | COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING | 12 | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 73 | | PROPOSAL 1 | 15 | | | | | | REPORT OF THE AUDIT COMMITTEE | 74 | | BOARD OF DIRECTORS | 22 | | | | | | PROPOSAL 3 | 75 | | STOCK OWNERSHIP | 30 | | | | | | OTHER MATTERS | 77 | | PROPOSAL 2 | 32 | | | | | | SHAREHOLDER PROPOSALS | 78 | | COMPENSATION DISCUSSION AND ANALYSIS | 33 | EXHIBIT A - NON-GAAP RECONCILIATION | 79 | | EXECUTIVE COMPENSATION | 53 | | |

  2. Board and Governance Highlights

    Board and Governance Highlights

  3. Board and Governance Highlights

    | | Annual election of all directors | | Shareholders have right to call special meetings | | | Majority voting with director resignation policy | | Proxy access rights | | | All directors are independent except our Chief Executive Officer | | No “poison pill” | | | No “overboarded” directors under ISS or Glass Lewis guidelines | | Share ownership guidelines for directors and officers | | | Independent Chairman and independent Board committees | | Commitment to Board refreshment - age 74 retirement guideline | | | Annual Board and committee evaluations, with cyclical individual director peer evaluations | | Active role in succession planning and management development | | | Skills matrix regularly reviewed and disclosed | | Appropriate mix of director tenures | | | Independent directors meet without management present | | Robust oversight of strategy and risk |

  4. Board and Governance Highlights

    | 2026 Proxy Statement • | | 5 |

  5. Board and Governance Highlights

    | Director Nominees | | | | | | | | | | | | | | | | | | | | | | Committee Memberships | | | | Directors / Occupation | | | | | Age | Director Since | Independent | Other Public Company Directorships | Audit | Compensation and Human Resources | Corporate Governance, Sustainability & Director Affairs | | Gerben W. Bakker Chairman, President and CEO, Hubbell Incorporated | | | | | 61 | 2025 | | 1 | | | | | Jan A. Bertsch Former SVP and CFO, Owens-Illinois, Inc. | | | | | 69 | 2019 | | 2 | | | | | Stephen M. Burt Managing Director, Kroll | | | | | 61 | 2010 | | 0 | | | | | Theodore D. Crandall Former SVP and CFO, Rockwell Automation, Inc. | | | | | 70 | 2021 | | 0 | | | | | Michael P. Doss Former President and CEO, Graphic Packaging Holding Company | | | | | 59 | 2022 | | 1 | | | | | Michael F. Hilton Former President and CEO, Nordson Corporation | | | | | 71 | 2019 | | 3 | | | | | Rashida A. Hodge Corporate VP, Cloud and AI Platforms, Customer Success Microsoft Corporation | | | | | 45 | 2025 | | 0 | | | | | Louis V. Pinkham CEO, Regal Rexnord Corporation | | | | | 54 | 2019 | | 1 | | | | | Rakesh Sachdev ✩ Former CEO, Platform Specialty Products Corporation (n/k/a Element Solutions Inc.) | | | | | 70 | 2007 | | 3 | | | | | Curtis W. Stoelting Former CEO, Roadrunner Transportation Systems, Inc. | | | | | 66 | 2005 | | 0 | | | | | Robin A. Walker-Lee Former EVP, General Counsel and Secretary, TRW Automotive Holdings Corp. | | | | | 71 | 2021 | | 1 | | | | | | ✩ | Chairman of the Board. | | Chair. | | | | | | | |

  6. Board and Governance Highlights

    | 6 | | • 2026 Proxy Statement |

  7. Director Nominee Highlights

    Director Nominee Highlights

  8. Key Components of our NEOs’ 2025 Compensation Program

    | | Base Salary: Our NEOs’ salaries reflect the scope of their responsibilities, experience, and performance. | | Long-Term Incentive Award - 60% of grant mix allocated to Performance Share Units (“PSUs”): Our PSUs have three-year cliff vesting. For PSUs granted in 2025, performance is based on three equally weighted performance measures: return on invested capital (“ROIC”), relative total shareholder return, and synergy achievement, plus up to a 1.5x revenue growth multiplier. | | | Annual Cash Incentive Plan: Short-term cash incentive with payouts ranging from 0% to 200% based on performance against key financial goals at both the total Company and segment levels. | | | | | Long-Term Incentive Award - 40% of grant mix allocated to RSUs: Our restricted stock units (“RSUs”) vest ratably on the first, second, and third anniversaries of the grant date. | | |

  9. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 61 Director since: 2025 INDEPENDENT | GERBEN W. BAKKER | | | | Experience: Mr. Bakker has served as Chairman, President, and Chief Executive Officer of Hubbell Incorporated (NYSE: HUBB), an international manufacturer of high quality, reliable electrical and utility solutions for a broad range of customer and end market applications, since May 2021, and President and Chief Executive Officer and a member of the board of directors of Hubbell since October 2020. Prior to this, he served as Hubbell’s Chief Operating Officer from June 2019 to October 2020, after serving as President of the Power Systems group from 2014 to 2019. Mr. Bakker began his career with Hubbell in 1988 as a manufacturing engineer with Hubbell Wiring Systems and has held positions of increasing leadership around the world in both Hubbell’s utility and electrical segments. Mr. Bakker has an M.S. in Manufacturing Engineering and a B.S. in Industrial Engineering from the University of Rhode Island, and an M.B.A. from University of Bridgeport. | | | | Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain •Innovation/R&D | •Sustainability •International Experience •Digital/eCommerce •M&A Experience •Human Capital |

  10. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 69 Director since: 2019 INDEPENDENT | JAN A. BERTSCH | | | | Experience: Ms. Bertsch is retired and was most recently the Senior Vice President and Chief Financial Officer of Owens-Illinois, Inc. (NYSE: OI), a packaging and glass container manufacturer, from 2015 to 2019. Prior to this, Ms. Bertsch served as Executive Vice President and Chief Financial Officer of Sigma-Aldrich Corporation from 2012 to 2015. Prior to that, Ms. Bertsch served as Treasurer and then Vice President, Controller, and Principal Accounting Officer at BorgWarner Inc., from 2009 to 2012. Ms. Bertsch also served as Corporate Treasurer and Chief Information Officer at Chrysler LLC and, earlier, in various roles of increasing responsibility in Finance and Treasury at Ford Motor Company. Ms. Bertsch has a B.S. in Finance from Wayne State University and an M.B.A. from Eastern Michigan University. Ms. Bertsch has been a director of BWX Technologies (NYSE: BWXT), Inc. since 2013, and became the independent chair of the BWX board in 2022. She has also been a director of Axalta Coating Systems (NYSE: AXTA) since 2022 and served as a director of Meritor, Inc. from 2016 to 2022. | | | | Qualifications: •Financial/Accounting Background •Corporate Governance •Manufacturing & Supply Chain •Regal Rexnord Industry Knowledge | •Cybersecurity Knowledge •International Experience •Digital/eCommerce •M&A Experience |

  11. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 61 Director since: 2010 INDEPENDENT | STEPHEN M. BURT | | | | Experience: Mr. Burt is the Managing Director of Kroll, formerly Duff & Phelps, a provider of independent financial advisory and investment banking services. Mr. Burt is currently the leader of the firm’s Mergers and Acquisitions Advisory practice, as well as the President of Kroll Securities, LLC, a provider of merger and acquisition advisory services, and has been with the company since 1994. Mr. Burt has a B.S. in Finance from Indiana University and an M.B.A. in Finance from DePaul University. Mr. Burt serves on the Finance Advisory Board in the Driehaus College of Business at DePaul University and was previously an NACD Board Leadership Fellow. | | | | Qualifications: •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Commercial | •International Experience •Digital/eCommerce •M&A Experience |

  12. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 70 Director since: 2021 INDEPENDENT | THEODORE D. CRANDALL | | | | Experience: Mr. Crandall retired from Rockwell Automation, Inc. (NYSE: ROK), a leading global provider of industrial automation power, control, and information solutions, in 2019. His most recent roles included Senior Vice President of the Control Products and Solutions segment from 2017 to 2019, and Senior Vice President and Chief Financial Officer of Rockwell Automation from 2007 to 2017. Prior to that, Mr. Crandall served in a variety of executive roles in finance, manufacturing, logistics, and general management for Rockwell Automation and Electronics Corporation of America, a company acquired by Rockwell Automation in 1986. Prior to joining our Board, Mr. Crandall served as a director of Zurn Elkay Water Solutions Corporation (formerly known as Rexnord Corporation) from 2015 to 2021. Mr. Crandall received a B.S. in Management Science and Economics and a Master’s degree in Industrial Administration from Carnegie-Mellon University. | | | | Qualifications: •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain | •Regal Rexnord Industry Knowledge •Cybersecurity Knowledge •Sustainability •Digital/eCommerce |

  13. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 59 Director since: 2022 INDEPENDENT | MICHAEL P. DOSS | | | | Experience: Mr. Doss served as a director and the President and Chief Executive Officer of Graphic Packaging Holding Company (NYSE: GPX), a leader in the design and manufacturing of packaging for consumer products, from 2015 to December 2025. Prior to that, Mr. Doss held roles of increasing complexity with Graphic Packaging from 1990 to 2015, including Chief Operating Officer; Executive Vice President, Commercial Operations; Senior Vice President, Consumer Packaging; Senior Vice President, Food and Consumer Products Packaging; Vice President, Operations, Universal Packaging; Director Web Systems, Universal Packaging; and Plant Manager. Mr. Doss is a member of the boards of directors for Crown Holdings, Inc. (NYSE: CCK), the American Forest & Paper Association, the Paper Recycling Coalition, and the Atlanta Metro Chamber of Commerce. He served as a director of Sealed Air Corporation from 2020 to 2022. Mr. Doss has both a B.S. in Industrial Marketing and an M.B.A. from Western Michigan University. | | | | Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain | •Commercial •Cybersecurity Knowledge •Sustainability •M&A Experience •Human Capital |

  14. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 71 Director since: 2020 INDEPENDENT | MICHAEL F. HILTON | | | | Experience: Mr. Hilton is retired and most recently served as a director and the President and Chief Executive Officer of Nordson Corporation (NASDAQ: NDSN), an engineering and manufacturing company, from 2010 to 2019. Prior to that, Mr. Hilton served at Air Products and Chemicals, Inc., a manufacturer of industrial gases, beginning in 1976 in various roles of increasing responsibility, serving most recently as the Senior Vice President and General Manager, Electronics and Performance Materials, from 2007 to 2010. Mr. Hilton has both a B.S. in Chemical Engineering and an M.B.A. from Lehigh University. Mr. Hilton has served as a director of JELD-WEN Holding, Inc. (NYSE: JELD) since 2023, Lincoln Electric Holdings, Inc. (NASDAQ: LECO) since 2015, and Ryder System, Inc. (NYSE: R) since 2012. | | | | Qualifications: •Public Company CEO leadership •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain •Innovation/R&D | •Commercial •Sustainability •M&A Experience •Human Capital |

  15. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 45 Director since: 2025 INDEPENDENT | RASHIDA A. HODGE | | | | Experience: Ms. Hodge has served as the Corporate Vice President, Cloud and AI platforms, Customer Success at Microsoft Corporation (NASDAQ: MSFT), a multinational technology company, where she has led the global commercial business, accelerating data-driven digital transformations for customers, since February 2021. Prior to that, Ms. Hodge spent 18 years at International Business Machines Corporation, a multinational technology company. She served in multiple roles in the IBM Watson Unit from 2013 to 2019, and most recently as the Global Vice President from January 2019 to December 2020, providing transformative strategies in hardware, software, and services for the North America Insurance Global Markets Business. Ms. Hodge has a B.S. and M.S. in Industrial Engineering from North Carolina State University and an M.B.A. from Duke University. | | | | Qualifications: •Corporate Governance •Operating (P&L) •Innovation/R&D | •International Experience •Digital/eCommerce •Human Capital |

  16. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 54 Director since: 2019 | LOUIS V. PINKHAM | | | | Experience: Mr. Pinkham joined our Company in April 2019 as Chief Executive Officer. Prior to joining the Company, Mr. Pinkham was Senior Vice President of Crane Co., an industrial products manufacturer, from 2016 to 2019, and served in other leadership roles at Crane Co. from 2012 to 2016. Prior to that, Mr. Pinkham was Senior Vice President and General Manager of the Critical Power Solutions Division, Electrical Group at Eaton Corporation. From 2000 to 2012, he held successive and increasing roles of global responsibility at Eaton. Since December 2023, Mr. Pinkham has served as a director of Jacobs Solutions Inc. (NYSE: J), which provides a range of professional services, including consulting, technical, scientific, and project delivery to government and the private sector, and currently serves as Lead Independent Director. Mr. Pinkham serves as a member of the Board of Trustees for the University of Chicago Medical Center and the Manufacturers Alliance for Productivity and Innovation (MAPI). Mr. Pinkham has a B.S. in Engineering from Duke University, an M.S. in Engineering Management from Northwestern University’s McCormick School of Engineering, and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management. | | | | Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain •Innovation/R&D •Commercial | •Regal Rexnord Industry Knowledge •Cybersecurity Knowledge •Sustainability •International Experience •Digital/eCommerce •M&A Experience •Human Capital |

  17. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 70 Director since: 2007 INDEPENDENT CHAIRMAN | RAKESH SACHDEV | | | | Experience: Mr. Sachdev most recently served as the interim Chief Executive Officer of Axalta Coating Systems (NYSE: AXTA), a global supplier of paints and coatings to the automotive and industrial markets, from August 2022 until the end of 2022, after which he was appointed as the independent chairman of the Axalta board. Prior to that, Mr. Sachdev served as the Chief Executive Officer of Platform Specialty Products Corporation (renamed Element Solutions Inc.), a global diversified producer of high-technology specialty chemicals; he served as the Chief Executive Officer from 2016 to 2019 and a director from 2016 to 2020. Prior to that, Mr. Sachdev served as a director and the President and Chief Executive Officer of Sigma-Aldrich Corporation, a leading life science and technology company, from 2010 to 2015, and as the Vice President and Chief Financial Officer, from 2008 to 2010. Mr. Sachdev also served in various executive positions at Meritor, Inc., a global supplier of automotive systems and components, and Cummins Inc., a global engine and power systems manufacturer. Mr. Sachdev currently is a senior advisor at New Mountain Capital, a private equity firm. Mr. Sachdev has served as a director of Edgewell Personal Care Company (NYSE: EPC) since 2015, Herc Holdings Inc. (HYSE: HRI) since 2021, and Axalta Coating Systems since 2020. In the past, Mr. Sachdev served as a director of Avantor, Inc., from 2019 to 2021, a board member and Chair of the Federal Reserve Bank of St. Louis, and as a member of the Board of Trustees of Washington University in St. Louis. Mr. Sachdev has a B.S. in Mechanical Engineering from the Indian Institute of Technology, Delhi, an M.S. in Mechanical Engineering from the University of Illinois, and an M.B.A. from Indiana University. | | | | Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain •Innovation/R&D | •Regal Rexnord Industry Knowledge •Sustainability •International Experience •Digital/eCommerce •M&A Experience •Human Capital |

  18. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 66 Director since: 2005 INDEPENDENT | CURTIS W. STOELTING | | | | Experience: Mr. Stoelting most recently was a director and the Chief Executive Officer of Roadrunner Transportation Systems, Inc., a transportation and logistics service provider, from 2017 to 2020. Prior to that, Mr. Stoelting was the President and Chief Operating Officer of Roadrunner from 2016 to 2017. Prior to that, Mr. Stoelting served as the Chief Executive Officer and a director of TOMY International (formerly RC2 Corporation), a designer, producer, and marketer of products for infants and toddlers, from 2003 to 2013. Mr. Stoelting served in several leadership roles at RC2 from 1994 to 2003, including as the Chief Operating Officer and a director beginning in 2000. Mr. Stoelting has a B.A. in Accounting from the University of Illinois and is a Certified Public Accountant. | | | | Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Innovation/R&D •Commercial | •Regal Rexnord Industry Knowledge •Sustainability •International Experience •Digital/eCommerce •M&A Experience •Human Capital |

  19. Q: Are our Company’s proxy materials available on the Internet?

    | Age: 71 Director since: 2021 INDEPENDENT | ROBIN A. WALKER-LEE | | | | Experience: Ms. Walker-Lee served as the Executive Vice President, General Counsel, and Secretary of TRW Automotive Holdings Corp. (NYSE: TRW), a leader in automotive safety systems and one of the top financial performers in the industry, from 2010 to 2015. Prior to that, she served as Assistant General Counsel of Operations for General Motors Company, together with its predecessor General Motors Corporation, “GM”, an automobile manufacturer, from 2009 to 2010, and as General Counsel and Vice President of Public Policy for GM — Latin America, Africa, and Middle East, from 2002 to 2008. She also had oversight responsibility for several high-profile corporate matters and served on special assignment to the General Counsel of GM during its bankruptcy restructuring. Prior to joining our Board, Ms. Walker-Lee served as a director of Zurn Water Solutions Corporation (formerly known as Rexnord Corporation) from 2015 to 2021 and has served on the EMCOR Group (NYSE: EME) Board of Directors as Chair of the Nominating and Governance Committee since 2018. EMCOR Group is a global leader in mechanical and electrical construction, industrial, and energy infrastructure, and facilities services to commercial, industrial, utility, and institutional customers. Ms. Walker-Lee has an undergraduate degree from University of Kansas and a Juris Doctorate degree from University of Michigan Law School. | | | | Qualifications: •Corporate governance •Commercial •Regal Rexnord Industry Knowledge •Sustainability | •International Experience •M&A Experience •Human Capital |

  20. Management and Board of Directors

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1)(2) | Restricted Stock Units(3) | | Gerben W. Bakker | - | 1,295 | | Jan A. Bertsch | 7,479 | 1,295 | | Stephen M. Burt | 24,042 | 1,295 | | Theodore D. Crandall | 7,274 | 1,295 | | Michael P. Doss | 2,605 | 1,295 | | Michael F. Hilton | 6,937 | 1,295 | | Rashida A. Hodge | - | 1,295 | | Brooke Lang | 6,428 | 4,342 | | Jerrald R. Morton | 28,933 | 6,018 | | Louis V. Pinkham | 77,559 | 18,590 | | Robert J. Rehard | 94,626 | 9,589 | | Rakesh Sachdev | 26,042 | 1,295 | | Curtis W. Stoelting | 25,815 | 1,295 | | Robin A. Walker-Lee | 4,580 | 1,295 | | Kevin J. Zaba(4) | 69,942 | — | | All current directors and executive officers as a group (18 persons) | 345,154 | 73,329 |

  21. Management and Board of Directors

    (1)Includes shares subject to currently exercisable rights to acquire common stock and options exercisable within 60 days of March 9, 2026 as follows: Mr. Lang: 2,967; Mr. Morton: 8,768 shares; Mr. Pinkham: 19,433 shares; Mr. Rehard: 69,769 shares; Mr. Zaba: 43,413 shares; and all current directors and executive officers as a group: 144,350 shares. (2)The amount shown for Mr. Stoelting includes 15,993 shares held in the Stoelting Family Trust dated February 15, 2023 over which Mr. Stoelting retains sole voting and investment power during his lifetime. (3)This column includes shares of restricted stock or restricted stock units that are subject to forfeiture until they vest on either the first, second, or the third anniversary of the date of grant pursuant to the terms of the applicable vesting schedule. (4)Information as of December 31, 2025, the date of Mr. Zaba’s retirement from the Company.

  22. Our Named Executive Officers

    Our Named Executive Officers This Compensation Discussion and Analysis provides detailed information about our compensation programs for our Named Executive Officers (our “NEOs”) for fiscal year 2025. Our NEOs for fiscal year 2025 were:

  23. Our Named Executive Officers

    | | | | | | | | | | | | | LOUIS V. PINKHAM | ROBERT J. REHARD | JERRALD R. MORTON | KEVIN J. ZABA | BROOKE LANG | | Chief Executive Officer | Executive Vice President, Chief Financial Officer | Executive Vice President & President, Industrial Powertrain Solutions segment | Former Executive Vice President & President, Automation and Motion Control segment* | Executive Vice President & President, Power Efficiency Solutions segment |

  24. Our Named Executive Officers

    * Mr. Zaba retired from the Company, effective close of business December 31, 2025.

  25. CEO Transition

    CEO Transition On October 29, 2025, the Company announced that Mr. Pinkham, our CEO, will separate from his role with the Company in connection with a CEO search process being led by the Company’s Board. Mr. Pinkham’s separation from his role as CEO is expected to occur by June 30, 2026. Mr. Pinkham’s departure is being treated as a termination without cause under our Executive Severance Policy and Mr. Pinkham will receive compensation at the time of his departure consistent with the terms of such policy.

  26. CEO Transition

    Mr. Pinkham and the Company entered into a Transition Agreement and General Release of Claims (as amended, the “Transition Agreement”), which was approved by the Compensation and Human Resources Committee of the Board (for purposes of this Compensation Discussion and Analysis, the “Committee”) in consultation with its independent compensation consultant, Meridian Compensation Partners (“Meridian”). Under the terms of the Transition Agreement, Mr. Pinkham is entitled to receive the following as of his termination date: •a $6,000,000 lump sum cash payment equal to two times the sum of his (1) base salary as of November 4, 2025, the effective date of the Transition Agreement (the “Effective Date”), plus (2) his target annual bonus as of the Effective Date; •a full annual bonus for the 2025 calendar year (to the extent such bonus has not yet been paid as of the date of his termination), based on achievement of previously established performance goals, as determined by the Board; •continued eligibility for health benefits plan coverage for up to 24 months so long as Mr. Pinkham pays the employee portion of the cost of such coverage; and •any other accrued benefits. In addition, for his continued service from January 1, 2026 through the termination date, Mr. Pinkham will continue to receive his base salary. For the extended transition period from April 1 through up to June 30, 2026, Mr. Pinkham will receive the pro-rated value of his typical annual bonus and long-term incentive compensation.

  27. Key compensation policies and practices

    | What We Do | | | | Pay for Performance | | | Balance of Long-Term and Short-Term Incentives | | | Use Multiple Performance Metrics for Short and Long-Term Incentives, including a Relative TSR Metric | | | Benchmark Compensation Compared to an Appropriate Peer Group | | | Maintain a Compensation Recovery (Clawback) Policy that Extends Beyond Dodd-Frank Requirements | | | Rigorous Committee Oversight of Incentive Metrics, Goals, and Pay/Performance Relationships | | | Maintain Stringent Stock Ownership Holding Requirements | | | Prohibit Hedging and Pledging of Company Stock | | | Limit Perquisites | | | Engage an Independent Compensation Consultant | | | Hold Executive Sessions at each Committee Meeting | | | Use Double-Trigger for Change in Control Agreements and Equity Awards |

  28. Key compensation policies and practices

    | What We Do NOT Do | | | | No Agreements with Gross-Ups for Taxes | | | No Excessive Change in Control Agreements | | | No Cash Buyouts or Repricing of Options | | | No Guaranteed Bonuses or Salary Increases | | | No Dividends or Dividend Equivalent Payments until Underlying Equity Grant Vests | | | No Stock Option or SAR Backdating or Repricing |

  29. Percentage of “at risk” compensation

    Percentage of “at risk” compensation To focus on both our short- and long-term success and in alignment with our pay for performance philosophy, our NEOs’ target total direct compensation includes a significant portion that is “at risk” because the value of such compensation is determined based on the achievement of specified goals and remains subject to forfeiture if those goals are not met. This “at risk” compensation includes compensation elements intended to reward the achievement of both short- and long-term financial goals. If these goals are not achieved, then performance-related compensation will decrease. If these goals are exceeded, then performance-related compensation will increase. Payments under our ICP are “at risk” because they are dependent on achievement of one-year performance goals. In addition, compensation paid in the form of equity awards, such as restricted stock units (“RSUs”) and PSUs, is at-risk because the value of these awards varies with changes in our stock price and is impacted by our financial performance. By creating a compensation package where a considerable percentage is paid in equity awards that are subject to vesting over multiple years or dependent on achieving multi-year performance goals, our NEOs have a significant stake in our long-term success and are aligned with the interests of our shareholders. As shown in the following charts, 88% of the CEO’s target compensation and, on average, 77% of the other NEOs’ target compensation was at risk in fiscal year 2025. For purposes of this disclosure, target compensation includes annual base salary as in effect on December 31, 2025, target annual incentive awards for fiscal year 2025, and grant date fair value of fiscal year 2025 long-term equity incentive awards.

  30. Changes to our compensation program in 2025 that impacted our NEOs

    Changes to our compensation program in 2025 that impacted our NEOs The Committee adopted the following changes to our compensation program for 2025 that impacted our NEOs: •Changes to the Long-Term Incentive Compensation Mix. The Committee approved changing our long‑term incentive award mix for 2025 to a mix of 60% PSUs and 40% RSUs, in contrast to the 2024 mix of 50% PSUs, 25% RSUs, and 25% Stock Appreciation Rights (“SARs”). The Committee determined that it was appropriate to eliminate SARs and increase the proportion represented by PSUs and RSUs to strengthen alignment of our NEO compensation with our strategic objectives and performance, and remain competitive with industry pay practices. •New 2025 PSU Design. For 2023 and 2024, the Committee approved rTSR as the single metric for our PSU design given the challenges associated with calculating ROIC stemming from the Company's merger with Rexnord Corporation's Process & Motion Control Business and subsequent Altra acquisition. With these transactions completed, and given the financial and strategic importance of continuing to deliver on the Company’s cost and cross‑sell synergy capture commitments, for 2025, the Committee approved PSU awards with three equally weighted performance measures: return on invested capital (“ROIC”), rTSR (based on the S&P 900 Industrials sub-index), and synergy achievement. The payout for the achievement of threshold goals was increased from 25% to 50%. Additionally, the 2025 PSUs are eligible for a limited revenue growth multiplier if the Company achieves revenue growth above target that could leverage the payout percentage to a maximum of 300%. See “Long-term Incentives - Performance Share Units” below for more information. •Re-Weighted ICP Revenue Growth Metric. ICP metrics were re‑weighted to place more emphasis on growth to more closely align performance metrics with the Company's strategic initiatives and growth objectives. See “Annual Cash Incentives - ICP Performance Measures for 2025” below for more information.

  31. Our Committee’s role in setting NEO compensation

    Our Committee’s role in setting NEO compensation The Committee consists entirely of independent directors who are “non-employee directors” for purposes of the Securities Exchange Act of 1934. The current members of the Committee are Mr. Hilton (Chairman), Mr. Doss, and Mr. Sachdev. The Committee’s primary role in setting our NEOs’ compensation is to: •determine the components of our executive compensation program, consistent with the compensation philosophy determined by our Board; •determine the executive compensation packages offered to our NEOs; •recommend the compensation package of our CEO to the Board of Directors for approval; and •administer the ICP and our long-term equity incentive plans and grant awards under our plans. The Committee reviews data from market surveys from our established peer group and retains an independent compensation consultant to assess our competitive position with respect to executive compensation. The Committee takes various factors into account in setting compensation levels and does not use a formulaic approach, but generally seeks to align total direct compensation (i.e., the sum of base salary, target annual cash incentive opportunity, and target long-term incentives) with our peer group and the survey median.

  32. Our independent compensation consultant’s role in setting NEO compensation

    Our independent compensation consultant’s role in setting NEO compensation The Committee periodically solicits proposals from independent compensation consultants to assist the Committee in the performance of its responsibilities. As part of its evaluation of potential compensation consultants, the Committee considers all factors relevant to the consultant’s independence from management and potential conflicts of interest in accordance with applicable SEC rules and NYSE listing standards. After selecting an independent compensation consultant, the Committee periodically meets with that consultant throughout the year at such times as the Committee deems appropriate and receives reports and advice from the consultant on matters of executive compensation. Our annual process requires evaluation of our compensation consultant’s independence and the independence of the individual representatives who serve as consultants. After a review of the factors prescribed by the SEC and the NYSE, the Committee determined that the work performed by Meridian, its compensation consultant since November 2021, did not raise any conflicts of interest. In setting compensation for 2025, the Committee directed Meridian to assemble compensation data for our NEOs and compare the data against aggregated peer group proxy data and general industry survey data for persons holding similarly situated positions in our peer group. In setting compensation levels for NEOs, we consider compensation within a 15% range above or below the 50th percentile of peer group’s compensation data to be at approximately the median level.

  33. Our independent compensation consultant’s role in setting NEO compensation

    | 38 | | • 2026 Proxy Statement |

  34. Our independent compensation consultant’s role in setting NEO compensation

    The Committee annually reviews the composition of the compensation peer group for potential changes in light of acquisitions, changes in comparable revenue size, or other factors it deems appropriate. In reviewing our peer group for potential updates in 2025, the Committee selected companies that it believed to be comparable to our Company by generally using the following criteria: •Comparable revenue (target companies with annual revenues ranging from approximately 0.5 to 3.0 times our estimated annual revenues and with an overall median revenue that approximates ours based on estimated revenues for 2025); •Comparable market capitalization; •Similar industry (companies competing in an industry similar to ours that have a level of complexity and business model similar to ours); and •Competition for talent (companies that we compete with for executive talent). After completing its review in consultation with Meridian, the Committee decided to use the same peer group to set compensation for 2025 as it used in the previous year. For 2025 compensation decision-making, the 19 companies in our peer group for purposes of NEO benchmarking were:

  35. Our independent compensation consultant’s role in setting NEO compensation

    | AMETEK, Inc. | Brunswick Corporation | Carlisle Companies Incorporated | | Dover Corporation | EMCOR Group, Inc. | Hubbell Incorporated | | Ingersoll Rand Inc. | Leggett & Platt, Incorporated | Lennox International Inc. | | Masco Corporation | Owens Corning | Parker-Hannifin Corporation | | Rockwell Automation, Inc. | Snap-On, Inc. | Stanley Black & Decker, Inc. | | The Timken Company | Trane Technologies Plc | Westinghouse Air Brake Technologies Corporation | | Xylem Inc. | | |

  36. Our independent compensation consultant’s role in setting NEO compensation

    Meridian benchmarked our executive compensation opportunities using our 2025 peer group as the primary benchmark and general industry survey data based on appropriate size as an additional benchmark. Management did not influence the selection of these surveys. We believe these benchmarks help to broaden the Committee’s understanding of market trends and practices. In reviewing and analyzing this data, Meridian considered information for each NEO position with respect to the following elements of total compensation: •Base salary; •Target annual cash incentive under the ICP; •Target total cash compensation (salary and target annual cash incentive); •Target of annual long-term incentives at grant-date value; and •Target total direct compensation (sum of target cash and target long-term incentives). In addition to NEO compensation benchmarking and peer group analysis, Meridian also supported the Committee by advising with respect to the Company’s incentive plan designs, reviewing the Compensation Discussion and Analysis portion of our proxy statement, benchmarking outside director compensation, and advising on other topics as requested by the Committee.

  37. Our independent compensation consultant’s role in setting NEO compensation

    | 2026 Proxy Statement • | | 39 |

  38. Our independent compensation consultant’s role in setting NEO compensation

    In 2025, we executed on our executive compensation philosophy through the following programs. All of our NEOs participated in these programs unless otherwise noted below.

  39. Our independent compensation consultant’s role in setting NEO compensation

    | Program | Description | Period | | Cash Compensation | | | | Base Salary | Competitive pay based on scope, experience, and performance | Annual | | Incentive Cash Plan (ICP) | Annual cash incentive with target awards established for each participating associate. Payment under ICP is based on performance against key financial goals at the total Company and segment level. For Corporate NEOs, ICP was based 80% on total Company financial performance and 20% on total Company revenue growth initiatives. For Segment NEOs, ICP was based 40% on total Company performance and 60% on segment performance. Payments can be higher (subject to a maximum) or lower than target, based on results, and are paid in a single payment following the end of the performance period. | Annual | | Long-Term Incentive (“LTI”) Equity Awards | | | | RSUs | The right to receive a share of our common stock upon the vesting date specified in the award, if the NEO remains employed on the vesting date. | Three years (ratable vesting on the first three anniversaries of the grant date) | | PSUs | The right to receive a share of our common stock upon achievement of the performance conditions specified in the award, if the NEO remains employed on the vesting date. For PSUs granted in 2025, the PSUs are based on the performance of three equally weighted metrics: (i) rTSR, compared to the S&P 900 Industrials sub-Index; (ii) ROIC; and (iii) Synergy Achievement. The payout is also subject to a Revenue Growth multiplier up to 1.5x. | Three years (cliff vesting subject to performance) |

  40. Our independent compensation consultant’s role in setting NEO compensation

    | 40 | | • 2026 Proxy Statement |

  41. Our independent compensation consultant’s role in setting NEO compensation

    | Program | Description | Period | Principal Reasons for Providing | | Retirement Programs | | | | | Retirement (401(k)) Savings Plan | Participants are eligible to contribute a portion of their compensation, up to the limits imposed by the Internal Revenue Service, and we make a matching contribution equal to 100% of the first 2% contributed by a participant, plus 50% of the next 4% contributed by a participant (up to a maximum of 4%). On an annual basis, the Company has the authority to approve a discretionary profit-sharing 401(k) contribution for all plan participants, including our NEOs. | N/A | Retention and competitive practices | | Regal Beloit America, Inc. Pension Plan (the “Regal Pension Plan”) | Defined benefit pension plan that covered substantially all employees of Regal Beloit America, Inc., a subsidiary of the Company, who were compensated on a salaried basis. A number of plans have been merged into the Regal Pension Plan, including the former Regal Power Transmission Solutions Pension Plan, which was merged effective January 1, 2017 and frozen with no new accruals effective February 1, 2020. Of our NEOs, Mr. Morton is the only participant in the Regal Pension Plan. | N/A | Retention and competitive practices | | Supplemental Retirement Plan (the “SRP”) | Nonqualified defined contribution retirement plan that permits executives to defer base salary and receive various Company contributions | N/A | Retention and competitive practices | | Other Executive Benefits | | | | | Car Benefits | Our NEOs have use of a company car for business and personal travel or car expense reimbursement/allowance. | Annual | Competitive practices | | Periodic Perquisites and Executive Benefits | Specific benefits are offered to different groups of executive officers based on business purpose, but may include: relocation, use of company airplane, financial planning services, and initiation or membership dues to clubs and professional organizations. Any such periodic perquisites are included in the Summary Compensation Table with explanatory footnotes. | Periodic | Competitive practices, protection of Company assets and/or focus on Company business with minimal disruption | | Life Insurance | Company-paid term life insurance | Annual | Competitive practices | | Disability Benefits | Short-term disability benefit of up to six months of salary replacement Long-term disability benefit of 60% salary replacement | N/A | Competitive practices | | Welfare Benefits | Company-paid executive physical examination Medical, dental, and other welfare benefits | Annual | Competitive practices |

  42. Our independent compensation consultant’s role in setting NEO compensation

    | 2026 Proxy Statement • | | 41 |

  43. Base Salaries

    In setting base salary levels, the Committee compared the NEOs’ base salary levels to the salary levels of the executive officers in our peer group based on proxy statement data and general industry data from Meridian’s executive compensation database. As shown in the table above, the base salary for some of our NEOs increased during 2025. The Committee determined that these increases were appropriate taking into account their respective performance and comparing their base salaries with the median base salaries for their respective positions in our compensation peer group companies. After taking 2025 changes into effect, the base salaries for each of our NEOs were determined to be within an established target range of the median level compared to the median base salaries of similarly situated executive officers in the data reviewed by the Committee. The base salary levels set by the Committee did not affect decisions regarding other compensation elements.

  44. Annual Cash Incentives

    Annual Cash Incentives

  45. Overview

    Overview We provide annual cash incentive opportunities through our ICP to motivate executives and reward short-term performance that is aligned with the Company’s long-term financial and strategic goals. Under the ICP, annual cash incentive awards are paid out based on the Company’s achievement of performance goals related to certain key financial measures. Early in 2025, the Committee set performance goals (as described below under “ICP Performance Measures for 2025”) and a targeted level of annual cash incentive compensation for each NEO that could be earned for achievement of target performance.

  46. Targets and Target-Setting Methodology

    Targets and Target-Setting Methodology The Committee, in consultation with Meridian and our CEO (other than with respect to his own compensation), set the annual cash incentive target opportunity under the ICP near the median level with respect to each respective position held by our NEOs relative to our compensation peer group. Our NEOs’ annual cash incentive targets under the ICP were set near the median level, but there was an opportunity to earn above median annual cash incentive awards if the goals under the ICP plan were exceeded and a risk of receiving below median awards (or no awards at all) if our financial performance did not meet the target goals. For 2025, the target cash incentive opportunity for each of our NEOs is set forth in the table below. In order to more closely align with the market median, the Committee increased the target 2025 ICP opportunity for Mr. Pinkham and Mr. Lang by 5% of base salary. If each of the applicable financial performance goals were achieved at the target level, then the NEO would receive their target opportunity amount. However, if one or more of the applicable financial performance goals was achieved above or below the target level, then the NEO’s actual incentive compensation would be higher or lower than the target amount (ranging from zero to two times the target amount). A target percentage of our NEOs’ base salaries as of December 31, 2025 was used for purposes of determining the ICP target opportunity for 2025.

  47. ICP Performance Measures for 2025

    ICP Performance Measures for 2025 As disclosed earlier in this proxy statement, our Corporate NEOs had ICP payout targets based 80% on measures related to total Company financial performance and 20% on Revenue Growth Initiatives, whereas our Segment NEOs have their ICP payout based 40% on total Company performance and 60% on their respective operating segment performance. The performance goals for our operating segments were tailored to align with each individual segment’s financial performance and strategic objectives. Consistent with prior years, our ICP as originally established may exclude the impact of certain extraordinary or non-recurring events.

  48. Total Company Performance Goals

    Total Company Performance Goals Our total Company performance measures were Adjusted Earnings Per Share, Adjusted Free Cash Flow Conversion, and Total Company Revenue Growth Initiatives. We selected these measures because we consider them to be fundamental operational metrics of our business for fiscal year 2025 that are directly tied to shareholder value. We defined these performance measures in the total Company ICP as follows: •“Adjusted Earnings Per Share” means adjusted diluted earnings per share for the fiscal year ended December 31, 2025. •“Adjusted Free Cash Flow Conversion” for purposes of the Corporate ICP means adjusted free cash flow as a percentage of adjusted net income (plus intangible amortization, net of taxes).

  49. Total Company Performance Goals

    | 2026 Proxy Statement • | | 43 |

  50. Total Company Performance Goals

    •“Total Company Revenue Growth Initiatives” are specific initiatives intended to drive revenue growth. This metric is intended to align total Company ICP payout with the Company’s fiscal year 2025 revenue growth goals. For our total Company performance, the following goals were approved by the Committee:

  51. Total Company Performance Goals

    | | | | | Goals | | | | | | | | Total Company Performance Measures | Weight | Threshold | | | Target | | | Maximum | | | | Adjusted Earnings Per Share | 50% | | 9.01 | | | 10.00 | | | 10.49 | | | Adjusted Free Cash Flow Conversion | 30% | | | 90% | | | 100% | | | 110% | | Total Company Growth Initiatives(1) | 20% | | | | | | | | | |

  52. Total Company Performance Goals

    (1)Due to the highly strategic and confidential nature of the specific growth initiatives, disclosure of the threshold, target, and maximum achievement levels for those objectives would result in competitive harm to the Company. However, goals are set at levels we believe to be challenging but reasonably achievable in connection with strong performance. Payout results for the total Company growth initiatives are disclosed below.

  53. Operating Segment Performance Goals

    Operating Segment Performance Goals The performance goals for each of our operating segments were segment-level Adjusted EBITDA, Adjusted Free Cash Flow Conversion, and Revenue Growth Initiatives. Adjusted EBITDA and Adjusted Free Cash Flow Conversion were selected because we consider them to be fundamental operational metrics for all operating segments that, when improved, would improve year-over-year segment-level performance. In support of our pay-for-performance philosophy, the Revenue Growth Initiative metric aligns the ICP payout with each operating segment’s growth goals. The portion of Mr. Morton’s 2025 ICP payout that is based on operating segment performance is based on the performance of the Industrial Powertrain Solutions (“IPS”) operating segment. The portion of Mr. Zaba’s 2025 ICP payout that is based on operating segment performance is based on the performance of the Automation and Motion Control (“AMC”) operating segment. The portion of Mr. Lang’s 2025 ICP that is based on operating segment performance is based on the performance of the Power Efficiency Solutions (“PES”) operating segment. We defined operating segment metrics in the 2025 ICP as follows: •“Adjusted EBITDA” means net income adjusted for (i) interest expense, (ii) interest income, (iii) taxes, (iv) restructuring and related costs, (v) transaction and integration related costs, (vi) impairments and exit-related costs, (vii) goodwill impairment, (viii) inventory and operating lease asset step up adjustment, (ix) (gain) loss on sale of assets and loss on assets held for sale, (x) depreciation, (xi) amortization, (xii) share-based compensation, (xiii) loss of sale of accounts receivable and related transaction costs, and (ix) CEO transition costs. •“Adjusted Free Cash Flow Conversion” for the purposes of the operating segment ICP performance means adjusted free cash flow attributable to the operating segment as a percentage of operating segment Adjusted EBITDA. •“Revenue Growth Initiatives” are certain initiatives intended to drive revenue growth within each segment. This metric is intended to align each segment’s ICP payouts with its fiscal year 2025 revenue growth goals.

  54. Operating Segment Performance Goals

    | 44 | | • 2026 Proxy Statement |

  55. Operating Segment Performance Goals

    For the 60% portion of Mr. Morton’s 2025 ICP payout based on the performance of our IPS operating segment, the following goals were approved by the Committee:

  56. Operating Segment Performance Goals

    | | | | | Goals | | | | | | | | Segment Performance Measures | Segment ICP Weight | Threshold | | | Target | | | Maximum | | | | IPS Adjusted EBITDA ($ in millions) | 50% | | 635.2 | | | 705.8 | | | 741.1 | | | IPS Adjusted Free Cash Flow Conversion | 30% | | | 90% | | | 100% | | | 110% | | IPS Revenue Growth Initiatives(1) | 20% | | | | | | | | | |

  57. Operating Segment Performance Goals

    (1)Due to the highly strategic and confidential nature of the specific growth initiatives, disclosure of the threshold, target, and maximum achievement levels for those objectives would result in competitive harm to the Company. However, goals were set at levels we believed to be challenging but achievable in connection with strong performance. Payout results for each operating segment’s overall growth initiatives goal are disclosed below. For the 60% portion of Mr. Zaba’s 2025 ICP payout based on the performance of our AMC operating segment, the following goals were approved by the Committee:

  58. Operating Segment Performance Goals

    | | | | | Goals | | | | | | | | Segment Performance Measures | Segment ICP Weight | Threshold | | | Target | | | Maximum | | | | AMC Adjusted EBITDA ($ in millions) | 50% | | 366.9 | | | 407.7 | | | 428.1 | | | AMC Adjusted Free Cash Flow Conversion | 30% | | | 90% | | | 100% | | | 110% | | AMC Revenue Growth Initiatives(1) | 20% | | | | | | | | | |

  59. Operating Segment Performance Goals

    (1)Due to the highly strategic and confidential nature of the specific growth initiatives, disclosure of the threshold, target, and maximum achievement levels for those objectives would result in competitive harm to the Company. However, goals were set at levels we believed to be challenging but achievable in connection with strong performance. Payout results for each operating segment’s overall growth initiatives goal are disclosed below. For the 60% portion of Mr. Lang’s 2025 ICP payout based on the performance of our PES operating segment, the following goals were approved by the Committee:

  60. Operating Segment Performance Goals

    | | | | | Goals | | | | | | | | Segment Performance Measures | Segment ICP Weight | Threshold | | | Target | | | Maximum | | | | PES Adjusted EBITDA ($ in millions) | 50% | | 248.4 | | | 276.0 | | | 289.8 | | | PES Adjusted Free Cash Flow Conversion | 30% | | | 90% | | | 100% | | | 110% | | PES Revenue Growth Initiatives(1) | 20% | | | | | | | | | |

  61. Operating Segment Performance Goals

    (1)Due to the highly strategic and confidential nature of the specific growth initiatives, disclosure of the threshold, target, and maximum achievement levels for those objectives would result in competitive harm to the Company. However, goals were set at levels we believed to be challenging but achievable in connection with strong performance. Payout results for each operating segment’s overall growth initiatives goal are disclosed below. The payout structure for both total Company and our operating segments was designed to reward performance where results are greater than target goals and reduce the bonus where results are less than target goals. If the maximum goals were met for any of the performance metrics, then the NEOs would be eligible to receive up to 200% of their target amount for that metric. If the target goals were met for any of the performance metrics, then the NEOs would be eligible to receive 100% of their target amount for that metric. If only the threshold goals (or below) were met for any of the performance metrics, then the NEOs would be eligible to receive 0% of their target amount for that metric. If the results were to fall between threshold goals and target goals, or target goals and maximum goals, then the payout percentage would be interpolated between threshold and target, or target and maximum, respectively.

  62. ICP Results for 2025

    ICP Results for 2025 Under the 2025 ICP, annual cash incentives were determined based on performance against pre-established financial and operational metrics approved by the Committee at the start of fiscal year 2025. The Committee’s objective in administering the ICP is to emphasize objective, quantifiable measures aligned with the Company’s strategy and shareholder value creation and to provide transparency regarding pay outcomes. Results for each metric and the resulting payout factors are shown in the tables below.

  63. ICP Results for 2025

    Following the end of fiscal year 2025, the Committee reviewed the Company’s results for each ICP metric and evaluated performance relative to the threshold, target, and maximum levels established for the year. In addition, the Committee reviewed management’s analysis of significant items affecting performance results and assessed whether any such items warranted adjustment under the terms of the ICP. In making this assessment, the Committee applied a consistent standard focused on whether an item was extraordinary, not contemplated when goals were established, and outside management’s control, and whether any adjustment would remain consistent with pay-for-performance outcomes and would not circumvent the incentive design and objectives established at the beginning of the year. For fiscal year 2025, the Committee considered the Company’s ICP results and underlying operating execution in the context of significant unplanned external challenges that arose after the ICP was adopted. Specifically, the Committee recognized that the Company was adversely affected by (i) tariffs announced and implemented during fiscal year 2025, and (ii) constraints related to rare earth magnet availability that increased input costs and limited supply (collectively, the “Unplanned Trade Policy Items”). The Committee recognized that, despite management’s success in mitigating a significant portion of their negative impact through pricing, sourcing, product design changes, and other actions, these constraints were outside of management’s control, were not contemplated in the Company’s annual operating plan or the ICP goals approved in January 2025, and were not fully reflective of management’s underlying operating performance during the performance period. Accordingly, in consultation with Meridian, the Committee determined that it was appropriate to partially exclude the adverse impacts of the Unplanned Trade Policy Items to ensure that the 2025 ICP payout fairly reflected management’s performance. To this end, the Committee approved excluding 50% of the quantified, adverse impact on segment Adjusted EBITDA attributable to the Unplanned Trade Policy Items after management’s mitigation efforts. The total negative EBITDA impact from the Unplanned Trade Policy Items, after mitigation efforts, was approximately $54 million; the Committee excluded 50% of that impact, or approximately $27 million. The Committee decided on a partial (rather than full) exclusion to (i) recognize management’s mitigation efforts and underlying execution on the business, (ii) preserve accountability for overall results, and (iii) ensure the ICP continued to capture the broader operating environment. These segment adjustments flowed through to the total Company Adjusted Earnings Per Share metric and, in turn, to overall total Company performance. The 2025 ICP payouts for our NEOs, including the effect of these adjustments, are shown in the tables below. The aggregate incremental cost to the Company across all ICP-eligible employees, including our NEOs, attributable to the partial exclusion of the Unplanned Trade Policy Items in the 2025 ICP calculation was approximately $4 million, which the Committee deemed appropriate and immaterial to the Company overall. The Committee did not grant discretionary bonuses outside the 2025 ICP and did not modify target award opportunities or the payout curves. The Committee’s action was limited to a partial exclusion of specified impacts in measuring results, and all payouts remained subject to the 2025 ICP applicable maximum payouts. In determining to partially exclude the Unplanned Trade Policy Items, the Committee considered the following to preserve the integrity of the ICP and maintain alignment with shareholder expectations: •Pre-established framework: The ICP metrics, weightings, and payout curve approved at the beginning of the year were not changed; the Committee’s action was limited to adjustments in measuring results for the Unplanned Trade Policy Items. •Narrowly tailored scope: The adjustment was limited to the adverse impacts, after the Company’s mitigation efforts of the Unplanned Trade Policy Items, and was partial, rather than a full exclusion, reflecting the Committee’s view that the ICP should continue to reflect the overall operating environment in 2025. •Transparency and accountability: The Committee evaluated the effect of the adjustment on calculated payout factors and considered whether the resulting incentive outcomes remained consistent with pay-for-performance alignment and enhancing shareholder value. For context, for fiscal year 2024, management recommended that the Committee reduce the achievement level for Total Company Adjusted Free Cash Flow Conversion to better align 2024 ICP payouts with the Company’s overall 2024 performance. The Committee reviewed and approved management’s recommendation, resulting in a reduction of Total Company Performance for the 2024 ICP payout from 97% to 87.3%. The calculations of the 2025 ICP results presented in the tables below differ from the Company’s reported financial results due to the partial exclusion of the Unplanned Trade Policy Items, as described above.

  64. 2025 ICP - Total Company and Segment Performance Payouts

    2025 ICP - Total Company and Segment Performance Payouts Taking into account the Committee’s exclusion of the Unplanned Trade Policy Item impacts from the 2025 ICP calculation as described above, our Total Company results, which represent 100% of the payout for Mr. Pinkham and Mr. Rehard, and 40% of the payout for Mr. Morton, Mr. Zaba, and Mr. Lang, were as follows:

  65. 2025 ICP - Total Company and Segment Performance Payouts

    | Total Company Performance Measures | | Weight | 2025 ICP Results (1) | | | Weighted Payout % | | | Adjusted Earnings Per Share | | 50% | | 10.00 | | | 50.5% | | Adjusted Free Cash Flow Conversion | | 30% | | | 106.5% | | 49.2% | | Total Company Growth Initiatives(2) | | 20% | | | | | 27.6% | | | Total Company Performance | 100% | | | — | | 127.3% |

  66. 2025 ICP - Total Company and Segment Performance Payouts

    (1)The 2025 ICP Results include the impact of the adjustments discussed above. (2)Due to the highly strategic and confidential nature of the specific growth initiatives, disclosure of the threshold, target, and maximum achievement levels for those objectives would result in competitive harm to the Company. However, goals were set at levels we believed to be challenging but achievable in connection with strong performance. The table below exhibits Mr. Morton’s 2025 ICP payout percentage based on the performance of our IPS operating segment goals, weighted at 60%, and Total Company Performance, weighted at 40%.

  67. 2025 ICP - Total Company and Segment Performance Payouts

    | Measure | Segment Weight | 2025 ICP Results (1) | Payout % | Overall ICP Weight | Weighted Payout % | | IPS Adjusted EBITDA ($ in millions) | 50% | $694.6 | 50.5% | | | | IPS Free Cash Flow Conversion | 30% | 105.7% | 46.8% | | | | IPS Growth Initiatives (2) | 20% | | 27.4% | | | | Segment Performance | 100% | | 124.7% | 60% | 74.8% | | Total Company Performance (3) | | | 127.3% | 40% | 50.9% | | | | | Morton Total Payout | | 125.7% |

  68. 2025 ICP - Total Company and Segment Performance Payouts

    (1)The 2025 ICP Results include the impact of the adjustments discussed above. (2)Due to the highly strategic and confidential nature of the specific growth initiatives, disclosure of the threshold, target, and maximum achievement levels for those objectives would result in competitive harm to the Company. However, goals were set at levels we believed to be challenging but achievable in connection with strong performance. (3)Total Company performance results include the impact of the adjustments discussed above. The table below exhibits Mr. Zaba’s 2025 ICP payout percentage based on the performance of our AMC operating segment goals, weighted at 60%, and Total Company Performance, weighted at 40%.

  69. 2025 ICP - Total Company and Segment Performance Payouts

    | Measure | Segment Weight | 2025 ICP Results (1) | Payout % | Overall ICP Weight | Weighted Payout % | | AMC Adjusted EBITDA ($ in millions) | 50% | $361.5 | 21.0% | | | | AMC Free Cash Flow Conversion | 30% | 106.5% | 49.5% | | | | AMC Growth Initiatives (2) | 20% | | 23.5% | | | | Segment Performance | 100% | | 94.0% | 60% | 56.4% | | Total Company Performance (3) | | | 127.3% | 40% | 50.9% | | | | | Zaba Total Payout | | 107.3% |

  70. 2025 ICP - Total Company and Segment Performance Payouts

    (1)The 2025 ICP Results include the impact of the adjustments discussed above. (2)Due to the highly strategic and confidential nature of the specific growth initiatives, disclosure of the threshold, target, and maximum achievement levels for those objectives would result in competitive harm to the Company. However, goals were set at levels we believed to be challenging but achievable in connection with strong performance.

  71. 2025 ICP - Total Company and Segment Performance Payouts

    | 2026 Proxy Statement • | | 47 |

  72. 2025 ICP - Total Company and Segment Performance Payouts

    The table below exhibits Mr. Lang’s 2025 ICP payout percentage based on the performance of our PES operating segment goals, weighted at 60%, and Total Company Performance, weighted at 40%.

  73. 2025 ICP - Total Company and Segment Performance Payouts

    | Measure | Segment Weight | 2025 ICP Results (1) | Payout % | Overall ICP Weight | Weighted Payout % | | PES Adjusted EBITDA ($ in millions) | 50% | $280.7 | 100.0% | | | | PES Free Cash Flow Conversion | 30% | 97.4% | 21.9% | | | | PES Growth Initiatives (2) | 20% | | 32.0% | | | | Segment Performance | 100% | | 153.9% | 60% | 92.3% | | Total Company Performance (3) | | | 127.3% | 40% | 50.9% | | | | | Lang Total Payout | | 143.2% |

  74. 2025 ICP - Total Company and Segment Performance Payouts

    (1)The 2025 ICP Results include the impact of the adjustments discussed above. (2)Due to the highly strategic and confidential nature of the specific growth initiatives, disclosure of the threshold, target, and maximum achievement levels for those objectives would result in competitive harm to the Company. However, goals were set at levels we believed to be challenging but achievable in connection with strong performance. (3)Total Company performance results include the impact of the adjustments discussed above.

  75. 2025 ICP Payouts

    2025 ICP Payouts The NEOs earned payouts for fiscal year 2025 in the following amounts:

  76. 2025 ICP Payouts

    | Name | 2025 ICP Payout | | | Louis V. Pinkham | | 2,228,450 | | Robert J. Rehard | | 819,196 | | Jerrald R. Morton | | 603,658 | | Kevin J. Zaba (1) | | 514,044 | | Brooke Lang | | 569,522 |

  77. 2025 ICP Payouts

    (1)In connection with Mr. Zaba’s retirement and in accordance with its authority, the Committee approved Mr. Zaba’s 2025 ICP payout because he was employed throughout the entirety of the 2025 ICP performance year.

  78. Long-Term Incentives

    Long-Term Incentives

  79. Overview

    Overview We provide long-term incentives to our NEOs in the form of equity-based compensation. Consistent with our compensation philosophy, we believe long-term equity incentives help to ensure that our NEOs have a continuing stake in the long-term success of our Company. In 2025, we made long-term equity-based awards decisions in January, at the same time we performed our annual performance reviews. The Committee approved the long‑term incentive award mix for 2025 for our NEOs as 60% PSUs and 40% RSUs. Grants of these awards were made on February 24, 2025 for all NEOs. These awards were granted under our 2023 Omnibus Incentive Plan that was approved by our shareholders at our 2023 annual meeting of shareholders (our “2023 Plan”). The Committee granted PSUs and RSUs to each of our NEOs in 2025 in the amounts indicated below in the “Grants of Plan-Based Awards Table for Fiscal Year 2025” and the narrative following the table. We value PSUs and RSUs using grant date fair value. Consistent with the Company’s compensation philosophy, the Committee, after consultation with Meridian, considered market practices among the Company’s compensation peer group when determining long-term incentive award levels. In setting target long-term incentive opportunities, the Committee evaluated these awards in the context of each executive’s overall compensation package, including base salary and annual incentive opportunity.

  80. Performance Share Units (PSUs)

    Performance Share Units (PSUs)

  81. 2025 PSU Grant

    2025 PSU Grant In structuring the 2025 PSUs, the Committee, in consultation with management and Meridian, carefully considered our long-term strategy and market practice to promote desired behaviors and appropriately incentivize results. The Committee was focused on aligning these awards with the Company’s strategic and performance goals. To achieve this, the following performance metrics, weightings, and measurement periods were selected:

  82. •Revenue Growth Multiplier

    •Revenue Growth Multiplier •Up to 1.5x multiplier based on Revenue Growth goals •Three-year measurement period While the Committee had used rTSR as the single metric for PSUs in recent years, it determined to add ROIC as a metric for the 2025 PSU grant because the challenges associated with calculating ROIC have subsided following the completion of the Company’s previous strategic transactions. Additionally, the Committee determined to include a Synergy Achievement metric given the financial and strategic importance of delivering on the Company’s cost and cross-sell synergy capture commitments following the Altra acquisition. The Committee will determine the achievement of the performance goals at the conclusion of each measurement period stated above and will certify the total payout of the PSUs earned based upon such results following the end of the overall three-year performance period. With the exception of the Revenue Growth multiplier, each of the PSU metrics has a potential payout range of 0% - 200%. The Revenue Growth multiplier may modify the payout percentage by up to 1.5x yielding a maximum payout opportunity of up to 300%.

  83. 2025 PSU Results: ROIC Performance for the 2025 Performance Period

    2025 PSU Results: ROIC Performance for the 2025 Performance Period The table below sets forth the ROIC metric threshold, target, and maximum goals for fiscal year 2025 performance and the actual result certified by the Committee. The payout of shares related to the 2025 ROIC metric is subject to the multiplier on Revenue Growth and will be distributed at the conclusion of the overall three-year performance period in connection with the Committee’s determination of the final payout.

  84. 2025 PSU Results: ROIC Performance for the 2025 Performance Period

    | | Goals | | | | | 2025 PSU Performance Period / Metric | Threshold | Target | Maximum | Actual Result | | 2025 ROIC | 5.0% | 5.6% | 6.2% | 5.63% |

  85. 2023 - 2025 PSU Results

    2023 - 2025 PSU Results At the conclusion of 2025, the three-year performance period for the PSUs granted to our NEOs in 2023 (the “2023 PSUs”) was completed. The 2023 PSUs were subject to a rTSR metric as compared to the compensation peer group at the time of grant. The Company’s rTSR performance during the period for the 2023 PSUs was 24.13%. This was at the 17th percentile relative to the peer group and therefore below the threshold level set by the Committee, resulting in a 0% payout for the 2023 PSUs.

  86. 2023 - 2025 PSU Results

    | 2026 Proxy Statement • | | 49 |

  87. Restricted Stock Units (RSUs)

    Restricted Stock Units (RSUs)

  88. 2025 RSU Grant

    2025 RSU Grant The Committee believes RSUs provide a direct incentive to build long-term value and directly align with the interests of our shareholders. RSUs also further our goal of retaining high performing executives. RSUs vest in equal installments on the first, second, and third anniversaries of the grant date.

  89. 2025 RSU Grant

    | 50 | | • 2026 Proxy Statement |

  90. Policies and Practices Relating to the Timing of Equity Awards

    Policies and Practices Relating to the Timing of Equity Awards We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time, based on business needs, changing compensation practices, or other factors, in the discretion of the Committee. The Committee generally grants equity-based awards only during an “open window” period following the release of our quarterly or annual financial results.

  91. Policies and Practices Relating to the Timing of Equity Awards

    | 2026 Proxy Statement • | | 51 |

  92. Employment Agreements and Severance and Change in Control Benefits

    Employment Agreements and Severance and Change in Control Benefits

  93. Compensation Recovery (Clawback) Policies

    Compensation Recovery (Clawback) Policies We maintain a “no fault” clawback policy under the incentive-based compensation recovery provisions of Dodd-Frank and the NYSE listing requirements for current and former officers. It requires us to recoup erroneously paid incentive compensation received during the three-year recoupment period from covered executive officers if a mandatory accounting restatement occurs even if there was no fault, misconduct, or failure of oversight on the part of the officer. In addition to the “no fault” clawback policy, we maintain a supplemental recovery policy that allows for recovery of cash and equity awards, whether time-vesting or performance vesting, in the event of fraud, criminal misconduct, materially inaccurate financial statements, violations of Company policy, misconduct that results in damage or injury to our property or reputation, or violations of non-competition or non-solicitation agreements, or in the event an executive receives any amount in excess of what the executive should have received.

  94. Employment Agreements and Severance and Change in Control Benefits

    Employment Agreements and Severance and Change in Control Benefits We entered into an employment agreement with Mr. Pinkham when he was hired to be our CEO on April 1, 2019 that provided for severance benefits upon certain terminations of employment. In connection with the adoption of the Executive Severance Policy, effective November 3, 2023, Mr. Pinkham’s employment agreement was amended to eliminate the termination provisions and severance benefits provided thereunder and to instead provide for his participation in the Executive Severance Policy. The purpose of the employment agreement with Mr. Pinkham is to provide clarity concerning the terms and conditions of Mr. Pinkham’s employment as our CEO and to ensure that Mr. Pinkham will be subject to our confidentiality and restrictive covenant agreements. The terms of Mr. Pinkham’s employment agreement, as amended, are described below under the heading “Potential Payments Upon Termination or Change in Control — Employment Agreement.” Mr. Pinkham and the Company also entered into the Transition Agreement on October 27, 2025. Mr. Pinkham’s departure is being treated as a termination without cause under the Executive Severance Policy. See “CEO Transition” above. Mr. Rehard, Mr. Morton, Mr. Zaba, and Mr. Lang are eligible for the Executive Severance Policy. The Committee’s two primary objectives with respect to the Executive Severance Policy are to provide severance benefits that are internally consistent among our executives and also competitive with the severance benefits offered by our peer companies. The Executive Severance Policy also is intended to permit our executives to focus on actions in the best interests of our shareholders rather than their own job security in connection with an anticipated or actual change in control by providing certain employment protections and enhanced severance benefits in connection with a change in control. A summary of the terms of the Executive Severance Policy can be found below under the heading “Potential Payments Upon Termination or Change in Control – Executive Severance Policy.”

  95. Summary Compensation Table for Fiscal Year 2025

    Summary Compensation Table for Fiscal Year 2025 The following table sets forth for each of our NEOs: (1) the dollar value of base salary and annual cash incentive earned during the years indicated; (2) the full grant date fair value of RSUs and PSUs granted during the years indicated, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718; (3) the dollar value of earnings for services pursuant to awards granted during the indicated year under non-equity incentive plans; (4) the change in pension value and non-qualified deferred compensation earnings during the years indicated; (5) all other compensation for the years indicated; and (6) the dollar value of total compensation for the years indicated. Our NEOs are our CEO, our Executive Vice President, Chief Financial Officer, and each of our three other most highly compensated executive officers as of December 31, 2025, the last day of our most recent fiscal year. In accordance with the rules of the SEC and as applicable to each NEO, the table includes information for the fiscal years ended December 31, 2023, December 31, 2024, and December 31, 2025, to the extent that the NEO was reportable within a fiscal year.

  96. Summary Compensation Table for Fiscal Year 2025

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Louis V. Pinkham Chief Executive Officer | 2025 | 1,223,077 | — | 7,693,847 | — | 2,228,450 | | 323,443 | 11,468,817 | | | 2024 | 1,200,000 | — | 7,208,599 | 1,795,127 | 1,414,260 | — | 311,819 | 11,929,805 | | | 2023 | 1,119,493 | — | 7,048,379 | 1,643,723 | 1,760,822 | — | 233,072 | 11,805,489 | | Robert J. Rehard Executive Vice President, Chief Financial Officer | 2025 | 756,840 | — | 2,308,502 | — | 819,196 | | 169,598 | 4,054,136 | | | 2024 | 745,306 | — | 1,932,706 | 481,278 | 561,613 | — | 181,288 | 3,902,191 | | | 2023 | 655,810 | — | 2,186,543 | 512,515 | 665,537 | — | 153,879 | 4,174,284 | | Jerrald R. Morton Executive Vice President & President, Industrial Powertrain Solutions | 2025 | 573,642 | — | 1,436,018 | — | 603,658 | 31,318 | 94,805 | 2,739,441 | | | 2024 | 541,344 | — | 1,305,104 | 325,021 | 493,829 | — | 68,799 | 2,734,096 | | | 2023 | 484,995 | — | 1,221,830 | 287,477 | 352,035 | 28,559 | 103,821 | 2,478,717 | | Kevin J. Zaba Former Executive Vice President & President, Automation & Motion Control Solutions | 2025 | 598,500 | — | 1,384,711 | — | 514,044 | | 75,608 | 2,572,863 | | | 2024 | 590,827 | — | 1,506,045 | 375,053 | 331,521 | — | 67,183 | 2,870,630 | | | 2023 | 543,512 | — | 1,379,839 | 337,503 | 391,079 | — | 62,266 | 2,714,199 | | Brooke Lang Executive Vice President & President, Power Efficiency Solutions | 2025 | 507,981 | — | 1,000,125 | — | 569,522 | — | 253,008 | 2,330,636 |

  97. Summary Compensation Table for Fiscal Year 2025

    (1)The salary amounts shown in the table reflect amounts actually paid during fiscal year 2025, rather than the annual base salary rates in effect at any point in time. (2)These amounts reflect the full grant date fair value of the RSU awards and PSU awards granted during the indicated fiscal year, computed in accordance with ASC Topic 718, Compensation-Stock Compensation. In the case of PSUs, the amounts shown are based on the probable outcome of performance conditions, consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under ASC Topic 718 as follows: Mr. Pinkham — $4,693,822; Mr. Rehard — $1,408,521; Mr. Morton — $875,997; Mr. Zaba — $844,696; and Mr. Lang — $610,151. The values of the 2025 PSUs at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Pinkham — $14,081,466; Mr. Rehard — $4,225,563; Mr. Morton — $2,627,991; Mr. Zaba — $2,534,088; and Mr. Lang — $1,830,453. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made in valuing the stock awards for 2025, 2024 and 2023 are included under the caption “Shareholders’ Equity” in Note [10] of the Notes to Consolidated Financial Statements in the 2025, 2024 and 2023 Annual Reports on Form 10-K, and such information is incorporated herein by reference.

  98. Summary Compensation Table for Fiscal Year 2025

    | 2026 Proxy Statement • | | 53 |

  99. Summary Compensation Table

    Summary Compensation Table (3)These amounts reflect the full grant date fair value of all option awards granted during the indicated fiscal year, computed in accordance with ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made in valuing the option awards for 2024 and 2023 are included under the caption “Shareholders’ Equity” in Note [10] of the Notes to Consolidated Financial Statements in the 2024 and 2023 Annual Reports on Form 10-K, and such information is incorporated herein by reference. (4)The values shown are not current cash benefits, but rather actuarial calculations of the change in the accumulated benefit obligations under the Regal Pension Plan. (5)The amounts shown include payments for personal benefits and for the other items identified in the following table. We provide a modest level of personal benefits to our NEOs. In addition to the items noted below and at the Company's request, spouses accompanied certain NEOs on business travel on the Company airplane during 2025, but, because there was no incremental cost associated with such spousal travel, no amount has been included as 2025 compensation.

  100. Summary Compensation Table

    | Name | Car Benefits ($) | Club Membership Dues ($) | Company Contribution to 401(k) Plan ($)(1) | Company Contribution to SRP ($) | Executive Physical ($) | Financial Planning ($) | Relocation Benefits ($) | Transportation ($) | | Louis V. Pinkham | 4,473 | 4,970(2) | 14,000 | 300,000 | — | 0 | — | — | | Robert J. Rehard | 10,415 | — | 14,000 | 140,015 | 5,168 | 0 | — | — | | Jerrald R. Morton | 11,691 | — | 13,715 | 64,800 | 4,599 | 0 | — | — | | Kevin J. Zaba | 6,152 | — | 14,000 | 43,092 | 6,578 | 5,786 | — | — | | Brooke Lang | 18,837 | — | 12,662 | 37,100 | — | 0 | 183,705(3) | 704(4) |

  101. Summary Compensation Table

    (1)The Company did not make a discretionary profit-sharing 401(k) contribution for 2025. (2)Includes club membership dues paid to an organization that Mr. Pinkham joined at the request of the Board. (3)Includes $57,944 paid by the Company for taxes and gross-ups related to relocation benefits. (4)Represents reimbursement for Mr. Lang's spouse's commercial air travel related to a Company sales recognition trip.

  102. Summary Compensation Table

    | 54 | | • 2026 Proxy Statement |

  103. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  104. Grants of Plan-Based Awards for Fiscal Year 2025

    Grants of Plan-Based Awards for Fiscal Year 2025 The following table sets forth information regarding all incentive plan awards that the Committee made to our NEOs during fiscal year 2025, including incentive plan awards (equity-based and non-equity based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to a NEO during the year. The information supplements the dollar value disclosure of stock and non-stock awards in the Summary Compensation Table by providing additional details about these awards. Non-equity incentive plan awards are awards that are not subject to ASC Topic 718 and are intended to serve as an incentive for performance to occur over a specified period.

  105. Grants of Plan-Based Awards for Fiscal Year 2025

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (3) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Louis V. Pinkham | 2/24/2025 | | | | 16,869 | 33,741 | 101,223 | | 4,693,822 | | | 2/24/2025 | | | | | | | 22,494 | 3,000,025 | | | | — | 1,750,000 | 3,500,000 | | | | | | | Robert J. Rehard | 2/24/2025 | | | | 5,061 | 10,125 | 30,375 | | 1,408,521 | | | 2/24/2025 | | | | | | | 6,748 | 899,981 | | | | — | 643,314 | 1,286,628 | | | | | | | Jerrald R. Morton | 2/24/2025 | | | | 3,147 | 6,297 | 18,891 | | 875,997 | | | 2/24/2025 | | | | | | | 4,199 | 560,021 | | | | — | 480,000 | 960,000 | | | | | | | Kevin J. Zaba | 2/24/2025 | | | | 3,036 | 6,072 | 18,216 | | 844,696 | | | 2/24/2025 | | | | | | | 4,049 | 540,015 | | | | — | 478,800 | 957,600 | | | | | | | Brooke Lang | 2/24/2025 | | | | 2,193 | 4,386 | 13,158 | | 610,151 | | | 2/24/2025 | | | | | | | 2,924 | 389,974 | | | | — | 397,500 | 795,000 | | | | | |

  106. Grants of Plan-Based Awards for Fiscal Year 2025

    (1)These columns reflect the estimated future payouts at the time these awards were granted under the ICP, based on the base salaries in effect as of December 31, 2025. The actual amounts earned under these awards based on performance during fiscal year 2025 are shown in the “Non-Equity Incentive Compensation” column for fiscal year 2025 in the Summary Compensation Table. (2)The amounts in these columns for each NEO shows the range of potential payouts for the PSUs granted pursuant to our 2023 Plan that we described in the section titled “The Elements of Total Compensation — Long-Term Incentives” in the Compensation Discussion and Analysis. The number of PSUs that are earned, if any, will be based on performance for fiscal years 2025 to 2027 and will be determined after the end of fiscal year 2027. (3)The amounts shown in this column reflect the number of RSUs we granted to each NEO pursuant to our 2023 Plan.

  107. Grants of Plan-Based Awards for Fiscal Year 2025

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  108. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  109. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End

  110. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    Outstanding Equity Awards at Fiscal Year 2025 Year-End The following table sets forth information on outstanding equity awards held by our NEOs on December 31, 2025, including the number of shares underlying both exercisable and unexercisable portions of each stock option and SAR as well as the exercise or grant price and expiration date of each outstanding stock option and SAR.

  111. Outstanding Equity Awards at Fiscal Year 2025 Year-End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) (1) | Number of Securities Underlying Unexercised Options Unexercisable (#) (2) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (3) | Market Value of Shares or Units of Stock That Have Not Vested ($) (4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (5) | Equity Incentive Plan Awards: Market Value or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (4) | | Louis V. Pinkham | 33,374 | — | 133.77 | 2/23/2031 | | | | | | | 32,723 | — | 151.27 | 2/23/2032 | | | | | | | 20,318 | 10,009 | 154.20 | 2/23/2033 | | | | | | | 9,710 | 18,850 | 168.47 | 2/23/2034 | | | | | | | | | | | 33,454 | 4,694,265 | 55,697 | 7,815,404 | | Robert J. Rehard | 2,164 | — | 76.99 | 5/10/2027 | | | | | | | 7,730 | — | 74.04 | 5/9/2028 | | | | | | | 15,382 | — | 78.05 | 5/8/2029 | | | | | | | 12,340 | — | 84.39 | 2/18/2030 | | | | | | | 9,276 | — | 133.77 | 2/23/2031 | | | | | | | 8,292 | — | 151.27 | 2/23/2032 | | | | | | | 6,335 | 3,121 | 154.20 | 2/23/2033 | | | | | | | 2,603 | 5,054 | 168.47 | 2/23/2034 | | | | | | | | | | | 9,853 | 1,382,573 | 16,020 | 2,247,927 | | Jerrald R. Morton | 3,376 | — | 76.99 | 5/10/2027 | | | | . | | | 3,408 | — | 74.04 | 5/9/2028 | | | | | | | 3,776 | — | 78.05 | 5/8/2029 | | | | | | | 6,170 | — | 84.39 | 2/18/2030 | | | | | | | 4,725 | — | 133.77 | 2/23/2031 | | | | | | | 4,738 | — | 151.27 | 2/23/2032 | | | | | | | 3,553 | 1,751 | 154.20 | 2/23/2033 | | | | | | | 1,758 | 3,413 | 168.47 | 2/23/2034 | | | | | | | | | | | 6,164 | 864,932 | 10,272 | 1,441,367 | | Kevin J. Zaba | 3,070 | — | 62.92 | 5/25/2028 | | | | | | | 20,153 | — | 98.16 | 2/16/2031 | | | | | | | 7,996 | — | 151.27 | 2/23/2032 | | | | | | | 4,171 | 2,056 | 154.20 | 2/23/2033 | | | | | | | 2,028 | 3,939 | 168.47 | 2/23/2034 | | | | | | | | | | | 6,323 | 887,243 | 5,063 | 710,441 | | Brooke Lang | 648 | 321 | 154.20 | 2/23/2033 | | | | | | | 1,014 | 1,969 | 168.47 | 2/23/2034 | | | | | | | | | | | 3,911 | 548,792 | 6,686 | 938,180 |

  112. Outstanding Equity Awards at Fiscal Year 2025 Year-End

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  113. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End (1)Exercisable stock options or SARs are vested. (2)These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 33% on the second anniversary and 33% on the third anniversary of the date of the grant. (3)RSUs generally vest 34% on the first anniversary, 33% on the second anniversary and 33% on the third anniversary of the date of the grant. (4)Based on $140.32 per share closing price of our common stock on the New York Stock Exchange on the last trading day of our fiscal year 2025. (5)PSU quantities include the impact of dividend equivalent units (“DEUs”). Such DEUs are subject to the same terms and conditions, including vesting and time of settlement, as the underlying PSUs. As of year end 2025 forecasted performance, PSUs were eligible to be earned at the following payout levels and quantities: •PSUs granted in 2024 with a performance end date of December 31, 2026 at the target performance: Mr. Pinkham 21,677, Mr. Rehard 5,811, Mr. Morton 3,924, Mr. Zaba 3,023 and Mr. Lang 2,264. •PSUs granted in 2025 with a performance end date of December 31, 2027 at the target performance: Mr. Pinkham 34,020, Mr. Rehard 10,209, Mr. Morton 6,348, Mr. Zaba 2,040 and Mr. Lang 4,422.

  114. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information relating to the number and realized value of stock options and SARs exercised and the stock awards that vested during fiscal year 2025 for each of our NEOs.

  115. Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards (1) | | | Name of Executive Officer | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Louis V. Pinkham | 47,511 | 2,676,295 | 27,177 | 3,659,383 | | Robert J. Rehard | — | — | 7,151 | 962,882 | | Jerrald R. Morton | — | — | 4,175 | 562,164 | | Kevin J. Zaba | — | — | 6,371 | 857,855 | | Brooke Lang | — | — | 1,421 | 203,760 |

  116. Option Exercises and Stock Vested

    (1)PSUs granted in 2023 paid out at 0% and therefore not reflected in this table.

  117. Pension Benefits for Fiscal Year 2025

    Pension Benefits for Fiscal Year 2025 The following table sets forth the actuarial present value of the accumulated benefit under the defined benefit plan for Mr. Morton, assuming benefits are paid at normal retirement age based on current levels of compensation. None of our other NEOs participate in any tax-qualified defined benefit plan. The valuation method and all material assumptions applied in quantifying the present value of the current accumulated benefit for Mr. Morton are included under the caption “Retirement and Post-Retirement Plans” in Note 8 of the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 and such information is incorporated herein by reference. The table also shows the number of years of credited service under the plan, computed as of the same pension plan measurement date used in our audited financial statements for the year ended December 31, 2025. The table also reports any pension benefits paid to Mr. Morton during the year.

  118. Pension Benefits for Fiscal Year 2025

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Jerrald R. Morton | Regal Pension Plan | 27 (1) | 410,498 | – |

  119. Pension Benefits for Fiscal Year 2025

    (1)Mr. Morton’s number of years of credited service ranges from 1.52 to 27.21 depending on the applicable component of the former Regal Power Transmission Solutions Pension Plan, which was merged into the Regal Pension Plan effective January 1, 2017. His years of credited service have been frozen under all components. A substantial majority of Mr. Morton’s benefit is due to years of service credited from prior service.

  120. Pension Benefits for Fiscal Year 2025

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  121. Nonqualified Deferred Compensation for Fiscal 2024

    Nonqualified Deferred Compensation for Fiscal 2024 Effective January 1, 2024, we amended the SRP to: •Expand participation to include non-employee directors and U.S. employees whose annual compensation exceeds the amount that is permitted to be considered under the Company’s 401(k) plan; •Permit employee participants to defer up to 75% of base salary into the plan and non-employee directors to defer 100% of cash fees; •Provide employee participants who do not receive the fixed company contributions described above with matching contributions and discretionary non-elective contributions, similar to those provided under the Company’s 401(k) plan. Since the NEOs receive the fixed company contributions, they will not be eligible for the matching contributions and new non-elective contributions. •Permit participants to elect to receive in-service distributions for amounts contributed in 2024 or later.

  122. Nonqualified Deferred Compensation for Fiscal Year 2025

    Nonqualified Deferred Compensation for Fiscal Year 2025

  123. Nonqualified Deferred Compensation for Fiscal Year 2025

    | Name | Plan Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($)(1) | Aggregate earnings (losses) in last FY ($) | Aggregate withdrawals/ distributions in last Fiscal Year ($) | Balance at Fiscal Year End ($)(2) | | Louis V. Pinkham | SRP | 611,154 | 300,000 | 330,180 | — | 2,831,651 | | Robert J. Rehard | SRP | 203,420 | 140,015 | 150,654 | — | 1,411,882 | | Jerrald R. Morton | SRP | 167,732 | 64,800 | 51,613 | — | 561,644 | | Kevin J. Zaba | SRP | — | 43,092 | 22,731 | — | 211,808 | | Brooke Lang | SRP | 15,798 | 37,100 | 9,817 | — | 121,843 |

  124. Nonqualified Deferred Compensation for Fiscal Year 2025

    (1)The amounts shown in this column were reported in the “All Other Compensation” column of the Summary Compensation Table for 2025. (2)The amounts shown in this column include $1,399,571 for Mr. Pinkham, $720,742 for Mr. Rehard, $229,057 for Mr. Morton, $174,129 for Mr. Zaba and $70,760 for Mr. Lang that were previously reported in the Summary Compensation Table in any year, as applicable.

  125. Potential Payments on a Termination or Change in Control

    Potential Payments on a Termination or Change in Control During 2025, we maintained the Executive Severance Policy (the “Severance Policy”), which provides for severance payments and other benefits to eligible employees, including our NEOs, upon a qualifying termination, as described below. We did not maintain employment agreements with any of our NEOs during 2025 except for Mr. Pinkham, as described below.

  126. Table Summarizing Payments Upon Termination or Change in Control

    Table Summarizing Payments Upon Termination or Change in Control The following table sets forth the potential payments upon various events of termination and change in control. These tables assume that the triggering event or events occurred on December 31, 2025, the last day of our fiscal year, and the price per share of our common stock was $140.32, the closing market price on the last trading day prior to such date. A description of the facts and assumptions underlying the values in the table below immediately follows the table.

  127. Table Summarizing Payments Upon Termination or Change in Control

    | 62 | | • 2026 Proxy Statement |

  128. Table Summarizing Payments Upon Termination or Change in Control

    | Name | Triggering Termination | Cash Severance ($) (a) | Annual Cash Incentive ($) (b) | Equity ($) (c) | All Other Benefits ($) (d) | Total ($) | | Louis V. Pinkham | Voluntary | — | — | — | — | — | | | Involuntary (1) | 6,000,000 | 2,228,450 | — | 35,155 | 8,263,605 | | | For Cause | — | — | — | — | — | | | Death or Disability (2) | — | 2,228,450 | 5,387,166 | 120,000 | 7,735,616 | | | Involuntary or Good Reason Termination within 2 Years of Change in Control | 9,028,329 | 2,228,450 | 12,509,669 | 1,152,317 | 24,918,765 | | Robert J. Rehard | Voluntary | — | — | — | — | — | | | Involuntary (1) | 1,400,154 | 819,196 | — | 18,085 | 2,237,435 | | | For Cause | — | — | — | — | — | | | Death or Disability (2) | — | 819,196 | 1,542,540 | 120,000 | 2,481,736 | | | Involuntary or Good Reason Termination within 2 Years of Change in Control | 2,831,474 | 819,196 | 3,630,500 | 444,731 | 7,725,901 | | Jerrald R. Morton | Voluntary (3) | — | 603,658 | 1,529,393 | — | 2,133,051 | | | Involuntary (1) | 1,080,000 | 603,658 | 1,529,393 | 17,997 | 3,231,048 | | | For Cause | — | — | — | — | — | | | Death or Disability (2) | — | 603,658 | 986,591 | 120,000 | 1,710,249 | | | Involuntary or Good Reason Termination within 2 Years of Change in Control | 2,192,580 | 603,658 | 2,306,299 | 279,478 | 5,382,015 | | Kevin J. Zaba | Voluntary - Retirement (4) | — | 514,044 | 1,597,617 | — | 2,111,661 | | Brooke Lang | Voluntary | — | — | — | — | — | | | Involuntary (1) | 927,500 | 569,522 | — | 25,419 | 1,522,441 | | | For Cause | — | — | — | — | — | | | Death or Disability (2) | — | 569,522 | 605,201 | 120,000 | 1,294,723 | | | Involuntary or Good Reason Termination within 2 Years of Change in Control | 1,892,674 | 569,522 | 1,486,972 | 233,454 | 4,182,622 |

  129. Table Summarizing Payments Upon Termination or Change in Control

    (1)Assumes the NEO’s employment is terminated by us without cause or by the NEO with good reason not in connection with a change in control of our Company. (2)The total amount shown is larger than the amount the NEO would receive on a termination of employment in the event of death or disability because it includes both amounts that would be payable only on death and amounts that would be payable only on disability. (3)Mr. Morton is currently retirement eligible. All amounts consider retirement treatment, as applicable, and assume he met the Company's retirement conditions as described below. (4)The amounts for Mr. Zaba reflect the estimated benefit value upon his retirement as of December 31, 2025. (5) (6) (7) (8)

  130. Table Summarizing Payments Upon Termination or Change in Control

    | 2026 Proxy Statement • | | 63 |

  131. Table Summarizing Payments Upon Termination or Change in Control

    We set forth below a description of the facts and assumptions that we used in creating the tables above. •Cash Severance: The amounts in column (a) are calculated in accordance with the terms of the Severance Policy. See “Executive Severance Policy” above. •Current Year ICP Annual Cash Incentive: Under the ICP, in the event of a termination of the NEO prior to payment, the NEO is not entitled to receive any portion of the ICP incentive. The amounts in column (b) assume one of the following: (1) that the Committee exercised its discretion to make a payment in the event of a retirement (if eligible as of December 31, 2025) or termination of employment due to death or disability; (2) that the payment would be made pursuant to the Severance Policy in the event of involuntary termination without cause other than in connection with a change in control; or (3) that the payment would be made pursuant to the Severance Policy in the event of a Change in Control Termination. •Equity Awards: The amounts in column (c) are quantified according to the treatment as described above under the heading “Termination Treatment under our Equity Incentive Plans.” For the purpose of valuing PSUs, all applicable performance conditions are assumed to result in a 100% payout. In addition, the table assumes that, in the event of a change in control without a Change in Control Termination, the successor in the change in control assumes all outstanding awards and an acceleration of equity vesting therefore does not occur. In the event that the successor does not assume the awards after a change in control without termination, all unvested, outstanding awards would immediately vest and the benefit value would be equivalent to the amounts listed under column (c) related to a Change in Control Termination. •All Other Benefits: The amounts shown for column (d) include the following benefits, as applicable, for each triggering termination. Supplemental Retirement Plans: Per the terms of the SRP, the NEOs forfeit their fixed Company contributions upon termination of employment prior to attaining three years of service (without regard to the participant’s age), except that the participant will become 100% vested in their account balance upon a termination due to death. In addition, under the Severance Policy, in the event an NEO is terminated due to a change in control, they would become 100% vested in their SRP account balance. All of our NEOs were vested in the SRP as of December 31, 2025. Cash Payment Under Retirement Plans: Pursuant to the Severance Policy, the amounts reflect a cash payment that is equal to the estimated value of additional retirement benefits that would have accrued under the Company’s qualified and nonqualified retirement plans for each NEO had the NEO remained employed with our Company for an additional three years, in the case of Mr. Pinkham, or two years, in the case of the other NEOs. Continuing Health Care and Life Insurance Benefits: Pursuant to the Severance Policy and in the event of a Change in Control Termination, the NEO will be covered under our health, dental and life insurance at no cost to the NEO for, in the case of Mr. Pinkham, three years or, in the case of the other NEOs, two years. The amount in column (d) for an “Involuntary or Good Reason Termination within 2 Years of Change in Control” includes the estimated insurance premium that would be paid by the Company, in the case of Mr. Pinkham, for three years or, in the case of the other NEOs, for two years. Additionally, in the event of an involuntary termination without cause other than in connection with a change in control, the NEO will be eligible to participate in our health benefits plan coverage as if the NEO had continued in employment at active employee rates for, in the case of Mr. Pinkham, two years or, in the case of the other NEOs, one year. In both cases, if the NEO obtains healthcare benefits from another employer, then the benefits provided by the Company’s plans will be secondary. Advisory Services: We are obligated to reimburse the NEO for up to $15,000 for advisory services related to the calculation of benefits under the Severance Policy in connection with a Change in Control Termination. The tables assume the entire amount is reimbursed to the NEO. Outplacement: Pursuant to the Severance Policy, upon a Change in Control Termination, the NEO will be entitled to receive outplacement services up to an amount that is equal to ten percent (10%) of the NEO’s base salary. The tables assume the NEO will use the full amount of this benefit. Disability: NEOs would receive a supplemental disability benefit payable only in event of disability under our disability plan. The amount in column (d) includes only the enhanced disability benefits that would be payable to the NEO over the course of a year compared with the disability benefits to which non‑executive officer salaried employees would receive over the same period.

  132. Table Summarizing Payments Upon Termination or Change in Control

    | 64 | | • 2026 Proxy Statement |

  133. Table Summarizing Payments Upon Termination or Change in Control

    Section 280G Cutback: Upon a change in control of our Company, the NEO may be subject to certain excise taxes pursuant to Section 280G of the Internal Revenue Code. To address Section 280G, the Severance Policy includes a “best of” provision pursuant to which, if the amounts payable under the agreement or any other of our plans or agreements with the NEO would constitute an excess parachute payment and result in an excise tax being imposed on the NEO, then the NEO will receive either the full amount of such payments or a lesser amount such that no portion of the payments will be subject to the excise tax, whichever would result in the greater after-tax benefit to the NEO. For purposes of calculating the benefits that would be received in connection with a change in control of our Company, we have assumed that no reduction would occur under our arrangements with the NEO that provide for a “best of” approach to potential excise taxes under Section 280G of the Code. As a condition to each NEO’s entitlement to receive the severance payments and other benefits described in this section, the NEO is required to execute a waiver of claims and be bound by the terms of a non-competition agreement which prohibits the NEO from working in a business that engages in substantial competition with us, for a period of one year from the NEO’s termination of employment. Our Board may waive this provision. In addition, as a condition to each NEO’s entitlement to participate in the ICP, the NEO must agree to certain non-competition restrictions.

  134. Table Summarizing Payments Upon Termination or Change in Control

    | 2026 Proxy Statement • | | 65 |

  135. Pay Ratio

    Pay Ratio

  136. Pay Ratio

    Pay Ratio As required in Item 402(u) of Regulation S-K, we have estimated that the ratio of the fiscal year 2025 annual total compensation of our CEO to the total compensation of our median global employee was 409 to 1. We also estimated on a voluntary basis the ratio of the fiscal year 2025 annual total compensation of our CEO to the total compensation of our median U.S. employee, which was 141 to 1. We describe the identification of these employees and the calculation of these ratios below.

  137. Pay Ratio Using Median Global Employee

    Pay Ratio Using Median Global Employee

  138. Pay Ratio Using Median Global Employee

    | CEO 2025 Total Compensation | $11,468,817 | | Median Global Employee Total Compensation | $28,018 | | Ratio | 409:1 |

  139. Pay Ratio Using Median Global Employee

    We compete on a global scale. The majority of our manufacturing plants and more than two-thirds of our employees are located outside the United States. The countries with our largest number of employees are Mexico, the United States, China, and India. As permitted by Item 402(u) of Regulation S-K, for purposes of calculating the ratio of the total compensation of our CEO to the total compensation of our median global employee for 2025, we used the same median employee that we had identified for 2024 for purposes of the ratio in last year’s proxy statement because there was no change in our employee population or employee compensation arrangements during 2025 that we believe would significant impact the ratio. We identified our median employee in 2024 according to the following process. First, we examined the base salary or wages that we paid during 2024 to substantially all of our employees, whether full-time or part-time, that we employed as of October 31, 2024. As allowed by SEC rules, we excluded from our pay ratio analysis 18 employees located in Singapore, 10 employees located in Hong Kong, 9 employees located in South Korea, 9 employees located in the United Arab Emirates, 8 employees located in Peru, 5 employees located in the Russian Federation, 4 employees located in Japan, 4 employees located in South Africa, 3 employees located in Taiwan and 1 employee located in each of Egypt, Indonesia, Slovenia, and Vietnam under the de minimis exception. Following these exclusions, our total numbers of U.S. and non-U.S. employees included in the analysis were 7,995 and 19,291, respectively. For employees residing outside the United States, we then converted their annual base salary into U.S. dollars using the average exchange rate for the compensation period. For employees with less than one year of service, we annualized their pay.

  140. Pay Ratio Using Median U.S. Employee

    Pay Ratio Using Median U.S. Employee

  141. Pay Ratio Using Median U.S. Employee

    | CEO 2025 Total Compensation | $11,468,817 | | Median U.S. Employee Total Compensation | $81,380 | | Ratio | 141:1 |

  142. Pay Ratio Using Median U.S. Employee

    Although we operate on a worldwide basis, the form and amount of Mr. Pinkham’s annual total compensation is largely influenced by prevailing market practices in the United States, as is the compensation of our other U.S. employees. In addition, we are incorporated and headquartered in Wisconsin, and our common stock is traded on the NYSE. For these reasons, we think that it is useful to understand the relationship between Mr. Pinkham’s annual total compensation and our median U.S. employee’s annual total compensation. Our median U.S. employee was identified by a process similar to that described above for our median global employee.

  143. Pay Ratio Using Median U.S. Employee

    | 66 | | • 2026 Proxy Statement |

  144. Pay Ratio Using Median U.S. Employee

    In 2022, the SEC adopted rules requiring us to compare executive compensation information for our principal executive officer (“PEO”) and other NEOs (“Non-PEO NEOs”) to our prescribed financial performance measures. The table below sets forth our pay versus performance disclosure in accordance with Item 402(v) of Regulation S-K.

  145. Pay Ratio Using Median U.S. Employee

    | Year(a) | Summary Compensation Table Total for PEO ($)(b) | Compensation Actually Paid to PEO ($)(c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(e) | Value of Initial Fixed $100 Investment Based On: | | | | | | | | | | RRX TSR ($)(f) | S&P 400 Industrials Index TSR ($)(g) | Net Income ($ in millions)(h) | Adjusted EPS ($)(i) | | 2025 | 11,468,817 | 5,816,002 | 2,924,269 | 1,872,135 | 125.69 | 191.48 | 279.5 | 9.65 | | 2024 | 11,929,806 | 12,151,366 | 2,940,677 | 2,924,343 | 137.53 | 169.56 | 196.2 | 9.12 | | 2023 | 11,459,185 | 13,685,972 | 2,896,068 | 3,217,450 | 130.07 | 149.41 | (57.4) | 9.15 | | 2022 | 8,644,999 | (1,518,528) | 2,177,056 | 299,495 | 104.43 | 113.68 | 488.9 | 10.75 | | 2021 | 7,401,555 | 19,141,375 | 1,882,286 | 4,227,764 | 146.56 | 128.45 | 229.6 | 8.59 |

  146. Pay Ratio Using Median U.S. Employee

    (a)This statement includes five years (2021, 2022, 2023, 2024 and 2025). (b)The principal executive officer (“PEO”) is Louis V. Pinkham for all years shown. (c)Compensation actually paid (“CAP”) to our PEO reflects the respective amounts set forth in column (c) of the table above, adjusted as set forth in the table below.

  147. Pay Ratio Using Median U.S. Employee

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | SCT Total Compensation ($) | 7,401,555 | 8,644,999 | 11,459,185 | 11,929,806 | 11,468,817 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (4,226,987) | (5,846,486) | (8,364,427) | (9,003,727) | (7,693,848) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 8,303,585 | 3,906,965 | 6,245,153 | 7,259,783 | 7,985,764 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 6,844,214 | (5,742,851) | 1,434,379 | 889,755 | (5,152,813) | | Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | 156,536 | — | — | — | — | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 662,472 | (2,375,482) | 2,911,682 | 1,075,748 | (791,919) | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | (105,673) | — | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | — | — | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | — | — | | Compensation Actually Paid ($) | 19,141,375 | (1,518,528) | 13,685,972 | 12,151,366 | 5,816,002 |

  148. Pay Ratio Using Median U.S. Employee

    (d)The following are included in the average figures shown: 2021: Mr. Rehard, Mr. Valentyn, Mr. Kunze, Mr. Morton. 2022: Mr. Rehard, Mr. Zaba, Mr. Morton, Mr. Valentyn. 2023: Mr. Rehard, Mr. Zaba, Mr. Morton, Mr. Valentyn. 2024: Mr. Rehard, Mr. Zaba, Mr. Morton, Mr. Dubovoy. 2025: Mr. Rehard, Mr. Zaba, Mr. Morton, Mr. Lang.

  149. Pay Ratio Using Median U.S. Employee

    | 2026 Proxy Statement • | | 67 |

  150. Pay Ratio Using Median U.S. Employee

    (e)Compensation actually paid (CAP) to our non-PEO NEOs reflects the respective amounts set forth in column (e) of the table above, adjusted as set forth in the table below. The assumptions used to calculate the fair values did not differ materially from the assumptions used to calculate the fair values as of the grant dates.

  151. Pay Ratio Using Median U.S. Employee

    | Year | 2021 | 2022 | 2023 | 2024 | 2025 | | Non-PEO NEOs | See column (d) note above | See column (d) note above | See column (d) note above | See column (d) note above | See column (d) note above | | SCT Total Compensation ($) | 1,882,286 | 2,177,056 | 2,896,068 | 2,940,677 | 2,924,269 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (840,292) | (1,122,664) | (1,792,882) | (1,870,123) | (1,532,339) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 1,568,075 | 760,195 | 1,338,630 | 1,522,075 | 1,590,475 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 1,349,327 | (1,088,918) | 333,338 | 143,115 | (966,587) | | Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | 62,160 | — | — | — | — | | Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | 229,193 | (412,434) | 449,437 | 188,598 | (135,853) | | Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | (22,985) | (13,740) | — | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | (7,140) | — | (7,830) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | — | — | | Compensation Actually Paid ($) | 4,227,764 | 299,495 | 3,217,450 | 2,924,343 | 1,872,135 |

  152. Pay Ratio Using Median U.S. Employee

    (f)Represents our total shareholder return (TSR) for the measurement periods ending December 31 of each of 2021, 2022, 2023, 2024 and 2025, respectively. (g)Represents the TSR of the S&P 400 Industrials Index for the measurement periods ending on December 31 of each of 2021, 2022, 2023, 2024 and 2025, respectively. (h)Reflects “Net Income” in the Company’s audited financial statement included in the Company’s Annual Reports on Form 10-K for each of the years ended December 31, 2021, 2022, 2023, 2024 and 2025. (i)Company-selected measure is adjusted earnings per share, defined as earnings per share adjusted for restructuring and related costs, transaction and related costs, goodwill impairment, inventory step-up adjustment, intangible amortization, share-based compensation expense, gain on sale of assets, impairments and exist related costs and discrete tax items, calculated as set forth in our earnings release for the fiscal year ended December 31, 2025.

  153. Pay Ratio Using Median U.S. Employee

    | 68 | | • 2026 Proxy Statement |

  154. Most Important Measures to Determine 2025 Compensation Actually Paid

    Most Important Measures to Determine 2025 Compensation Actually Paid The four performance measures listed below represent the most important metrics we used to link CAP to financial performance for fiscal year 2025 as further described in our Compensation Discussion and Analysis.

  155. Most Important Measures to Determine 2025 Compensation Actually Paid

    | Most Important Performance Measures | | 1. Adjusted Earnings Per Share | | 2. Adjusted Free Cash Flow | | 3. Total Shareholder Return | | 4. Return on Invested Capital |

  156. Most Important Measures to Determine 2025 Compensation Actually Paid

    | 2026 Proxy Statement • | | 69 |

  157. Risk Assessment of Compensation Policies and Practices

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Gerben W. Bakker (2) | 65,148 | 172,607 | 237,755 | | Jan A. Bertsch | 110,000 | 172,607 | 282,607 | | Stephen M. Burt | 110,000 | 172,607 | 282,607 | | Anesa T. Chaibi (3) | — | 42,167 | 42,167 | | Theodore D. Crandall | 135,000 | 172,607 | 307,607 | | Michael P. Doss | 110,000 | 172,607 | 282,607 | | Michael F. Hilton | 130,000 | 172,607 | 302,607 | | Rashida A. Hodge (2) | 65,148 | 172,607 | 237,755 | | Rakesh Sachdev (Chairman) | 280,000 | 172,607 | 452,607 | | Curtis W. Stoelting | 110,000 | 172,607 | 282,607 | | Robin A. Walker-Lee | 125,000 | 172,607 | 297,607 |