DEF 14A of RBC Bearings INC

Filed Jul 24, 2025 · FY20250001140361-25-027120

Open on EDGAR

Proposal 1: Election of Directors
Proposal 1: Election of Directors The Board currently is composed of nine directors serving staggered three-year terms and divided into Class I, Class II and Class III. This year the Class I directors are up for election and our Nominating and Governance Committee has nominated Daniel A. Bergeron, Barry C. Boyan and Edward D. Stewart for election at the annual meeting. Messrs. Bergeron and Stewart are incumbent Class I directors and Mr. Boyan has been nominated to succeed Michael H. Ambrose, who is retiring from the Board as of the annual meeting. The Nominating and Governance Committee reviewed the qualifications of the Class I nominees and unanimously recommended to the Board that these nominees be submitted for election. In addition to the Class I directors, Frederick J. Elmy, who joined the Board as a Class III director last October, is required by our bylaws to stand for reelection this year (the first annual meeting following his appointment to fill a vacancy on the Board). We believe that each of Messrs. Bergeron, Boyan, Stewart and Elmy has a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to the Company and the Board.
Proposal 1: Election of Directors
| Daniel A. Bergeron | Mr. Bergeron is Vice President and Chief Operating Officer of RBC. He holds a Bachelor of Science degree in Finance from Northeastern University and a Master of Business Administration degree from the University of New Haven. See “Directors and Executive Officers” below. | | Director since 2013 Age: 65 | | | Skills and Expertise Mr. Bergeron has been with RBC for more than 20 years and provides the Board with significant financial leadership and executive experience. See “Board of Directors and Corporate Governance—Director Qualities and Board Diversity” below. | |
Proposal 1: Election of Directors
| Barry C. Boyan | Mr. Boyan serves as Vice President and General Manager of RBC’s West Coast business operations and will retire at the end of this year. Prior to joining us in 2001, he spent 17 years in various engineering and management positions with other bearing manufacturers. Mr. Boyan is a licensed Master Electrician and a veteran of the United States Marine Corps. | | Nominee to become a director Age: 63 | | | Skills and Expertise Mr. Boyan’s more than 40 years of engineering and management experience in the precision bearing and highly-engineered component manufacturing industries makes him a unique and valuable resource to the Board with respect to strategy, organization, manufacturing, technology and risk. See “Board of Directors and Corporate Governance—Director Qualities and Board Diversity” below. | |
Proposal 1: Election of Directors
| Edward D. Stewart | Mr. Stewart was with General Electric Company for many years where he served in various financial and operational roles including as Executive Vice President of GE Capital and Chief Financial Officer of a number of other GE businesses. He is also the former Chairman of the Board of ATC Technology Corporation, a then-publicly-traded third-party logistics services provider. Mr. Stewart holds a Bachelor of Arts degree in Economics from Tufts University. See “Directors and Executive Officers” below. | | Director since 2013 Age: 82 | | | Skills and Expertise Mr. Stewart’s extensive financial experience qualifies him as an “audit committee financial expert.” In addition, his service as a director of other publicly-traded and private companies is a valuable resource to the Board. See “Board of Directors and Corporate Governance—Director Qualities and Board Diversity” below. | |
Proposal 1: Election of Directors
| 08 | | 2025 Proxy Statement |
Proposal 1: Election of Directors
| Frederick J. Elmy | Mr. Elmy is a retired partner in PricewaterhouseCoopers LLP. He holds a Bachelor of Arts degree in Economics from the University of Pennsylvania and is a Certified Public Accountant. See “Directors and Executive Officers” below. | | Director since 2024 Age: 64 | | | Skills and Expertise Mr. Elmy’s extensive financial experience qualifies him as an “audit committee financial expert.” See “Board of Directors and Corporate Governance—Director Qualities and Board Diversity” below. | |
Proposal 1: Election of Directors
Directors are elected by a majority of the votes cast at the meeting. If elected at the meeting, each of Messrs. Bergeron, Boyan and Stewart would serve until the 2028 annual meeting and until a successor is duly elected and qualified, or until his resignation or removal, and Mr. Elmy would serve until the 2026 annual meeting and until a successor is duly elected and qualified, or until his resignation or removal. If any of Messrs. Bergeron, Boyan, Stewart or Elmy should for any reason become unavailable to serve as a director prior to the annual meeting, the Board will (i) reduce the size of the Board to eliminate the position for which that person was nominated, (ii) nominate a new candidate in place of such person, in which case the proxy holders will vote for the new candidate, or (iii) leave the place vacant to be filled at a later time.
Proposal 1: Election of Directors
| | The Board recommends a vote FOR the election to the Board of Directors of the nominees identified above. |
Proposal 3: Advisory Vote on Executive Compensation
| • | ensure that no problematic pay practices exist (e.g., re-pricing or backdating of stock options, excessive perquisites, or tax gross-ups), and |
Director Compensation
Director Compensation Non-employee members of the Board receive an annual cash retainer of $50,000, payable quarterly, and the Chairs of the Compensation and Audit Committees receive an additional $25,000 and $10,000 per year, respectively, for serving in those capacities. Upon the approval of the Board based on the recommendation of the Compensation Committee, each non-employee director also receives an annual award of restricted stock and stock options having a specified total value with the restricted stock component representing 60% of the value and the stock options making up the remaining 40% of the value (based on the Black-Scholes model). For fiscal 2025 the specified total value of the equity awards was $325,000 per non-employee director. Restricted stock vests over three years, and stock options vest over five years and have an exercise price equal to the closing price of our common stock on the award date. Directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with attendance at Board and committee meetings. The specified-value equity component of non-employee director compensation was put in place during fiscal 2025 as a result of the Compensation Committee’s annual review of such compensation, and replaced the historical practice of making awards of specific numbers of restricted stock shares and stock options. The new practice is consistent with the Compensation Committee’s approach to equity compensation for the CEO and COO and results in more predictable compensation for independent directors. During fiscal 2025, the non-employee directors received the following compensation:
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | Total ($) | | Michael H. Ambrose | 50,000 | 195,000 | 130,000 | 375,000 | | Richard R. Crowell | 50,000 | 195,000 | 130,000 | 375,000 | | Frederick J. Elmy | 25,000(2) | 195,000 | 130,000 | 350,000 | | Dolores J. Ennico | 55,000(3) | 195,000 | 130,000 | 380,000 | | Dr. Amir Faghri | 50,000 | 195,000 | 130,000 | 375,000 | | Dr. Steven H. Kaplan | 50,000 | 195,000 | 130,000 | 375,000 | | Edward D. Stewart | 55,000(4) | 195,000 | 130,000 | 380,000 |
Director Compensation
| (1) The amounts represent the fair market value on the date of award of restricted stock and non-qualified stock options. The fair market value of restricted stock is calculated using the closing stock price on the date of award ($287.37 in the case of each director other than Mr. Elmy, and $287.37 in the case of Mr. Elmy) multiplied by the number of shares awarded (678 shares in the case of each director other than Mr. Elmy, and 677 shares in the case of Mr. Elmy). The fair market value of stock options is calculated using the Black-Scholes model, which determined a fair value of $133.37 per option for the 974 options awarded to each director other than Mr. Elmy and $131.16 per option for the 990 options awarded to Mr. Elmy. As these represent values as of the date of award, they do not reflect the actual value that will be received at the time the restricted shares vest or the options are exercised, which value will depend on market conditions at that time. |
Director Compensation
| (2) Mr. Elmy joined the Board in October 2024. |
Director Compensation
| (3) Includes $5,000 for serving as Chair of the Compensation Committee. This has been increased to $25,000 for fiscal 2026 and thereafter. |
Director Compensation
| (4) Includes $5,000 for serving as Chair of the Audit Committee. This has been increased to $10,000 for fiscal 2026 and thereafter. |
Director Compensation
| 16 | | 2025 Proxy Statement |
Director Compensation
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS |
Director Compensation
Since the start of fiscal 2025 the Company has not been a party to, nor have we proposed, any transaction or series of similar transactions in which the amount exceeds $120,000 and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than employment agreements and other compensation arrangements that are described in “Compensation Discussion and Analysis” below. The Company’s directors and executive officers are subject to annual related-party certifications and the Code of Conduct and Ethics requires that an employee or director avoid placing themself in a position in which their personal interests could interfere in any way with the interests of the Company. While the Company has various controls in place to identify potential related-party transactions, we do not have a formal policy regarding the Board’s review and approval of related party transactions. We have not made payments to directors other than as described in “Board of Directors and Corporate Governance—Director Compensation” above. We have not made any loans to any director or officer nor have we purchased any shares of our common stock from any director or officer, other than the repurchase of shares from officers at fair market value to cover (i) the exercise price of stock options, and (ii) taxes relating to the receipt of performance-based stock awards, the vesting of shares of restricted stock, and the exercise of stock options.
Director Compensation
| PRINCIPAL STOCKHOLDERS |
Director Compensation
The following table sets forth information known to the Company regarding beneficial ownership of the Company’s common stock, as of July 8, 2025, by each director and director nominee, each of our named executive officers, and by all of our directors, nominees and executive officers as a group. Information in the table is derived from SEC filings made by such persons under Section 16(a) of the Exchange Act and other information received by the Company.
Directors and Officers
Directors and Officers
Directors and Officers
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1)(2)(3) | Percent of Class(4) | | Michael J. Hartnett | 302,853 | 1.0% | | Michael H. Ambrose | 6,985 | * | | Daniel A. Bergeron | 159,877 | * | | Barry C. Boyan | 7,244 | * | | Richard R. Crowell | 34,162 | * | | Frederick J. Elmy | 1,209 | * | | Dolores J. Ennico | 7,705 | * | | Dr. Amir Faghri | 5,105 | * | | Dr. Steven H. Kaplan | 5,094 | * | | Edward D. Stewart | 23,188 | * | | Richard J. Edwards | 15,184 | * | | John J. Feeney | 4,227 | * | | Robert M. Sullivan | 23,099 | * | | All directors, nominees and executive officers as a group (13 persons) | 595,932 | 1.9% |
Directors and Officers
| (1) Each person in this table has sole voting and dispositive power with respect to their shares or shares such power with their spouse. None of these shares are held in margin accounts or pledged or otherwise available to a lender as security. |
Directors and Officers
| (2) Includes the following restricted shares held as of July 8, 2025: Dr. Hartnett – 22,000; Mr. Ambrose – 1,384; Mr. Bergeron – 12,798; Mr. Boyan – 2,624; Mr. Crowell – 1,384; Mr. Elmy – 1,209; Ms. Ennico – 1,384; Dr. Faghri – 1,384; Dr. Kaplan – 1,384; Mr. Stewart – 1,384; Mr. Edwards – 2,800; Mr. Feeney – 990; Mr. Sullivan – 6,600; all directors and executive officers as a group – 62,354. |
Directors and Officers
| (3) Includes the following unissued shares that are subject to stock options that are exercisable within 60 days of July 8, 2025: Dr. Hartnett – 0; Mr. Ambrose – 0; Mr. Bergeron – 48,743; Mr. Boyan 4,065 – ; Mr. Crowell – 1,895; Mr. Elmy – 0; Ms. Ennico – 795; Dr. Faghri – 1,195; Dr. Kaplan – 2,595; Mr. Stewart – 2,195; Mr. Edwards – 2,600; Mr. Feeney – 1,456; Mr. Sullivan – 10,800; all directors and executive officers as a group – 76,339. |
Directors and Officers
| (4) Based on 31,563,187 shares of common stock outstanding as of July 8, 2025 plus the unissued option shares of each person referred to in footnote (3). |
Directors and Officers
| * Less than 1.0%. |
Directors and Officers
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Directors
Directors
Directors
| Dr. Michael J. Hartnett | Relevant Expertise Dr. Hartnett provides the Board with significant leadership and executive experience. His proven leadership capability and his strong knowledge of the complex financial and operational issues facing mid-sized companies provides the Board with a unique and necessary perspective. Dr. Hartnett has developed numerous patents, authored more than two dozen technical papers and is well known for his contributions to the field of tribology, the study of friction. Career Highlights • President and Chief Executive Officer of RBC since 1992. • Chairman of the RBC Board since 1993. • Held a variety of leadership positions elsewhere in the bearing manufacturing industry prior to joining RBC. Education • Bachelor of Science, Mechanical Engineering, University of New Haven • Master’s degree, Worcester Polytechnic Institute • Ph.D., Applied Mechanics, University of Connecticut | | Chairman, President and CEO Director since 1992 Age: 80 | |
Directors
| Daniel A. Bergeron | Relevant Expertise Mr. Bergeron’s proven leadership capability and his strong knowledge of the complex financial and operational issues facing mid-sized companies provides the Board with a unique and necessary perspective. Mr. Bergeron provides the Board with significant financial leadership and executive experience. Career Highlights • Vice President and Chief Operating Officer of RBC since 2017. • Served as Vice President and Chief Financial Officer from 2003 to 2020. • Joined RBC in 2003 as Vice President, Finance. • 15 years of experience with other companies in financial leadership and financial reporting functions prior to joining RBC. Education • Bachelor of Science, Finance, Northeastern University • MBA, University of New Haven | | Vice President and COO Joined RBC in 2003 Director since 2013 Age: 65 | |
Directors
| | 2025 Proxy Statement | 19 |
Directors
| Michael H. Ambrose | Relevant Expertise Mr. Ambrose has extensive manufacturing leadership and technology experience. He will retire from the Board at the annual meeting in September. Career Highlights • Principal Partner of MH Ambrose Consulting (which consults on a variety of subjects with aerospace OEMs, tier 1 suppliers, and private equity startups) since 2024. • In 2023, completed a 39-year career with Sikorsky Aircraft serving in many executive roles including Chief Engineer and Vice President of Engineering & Technology. • Serves as Chairman of the University of New Haven Board of Governors. • Serves as Vice President of the Connecticut Academy of Scientists and Engineers. Education • Bachelor of Science, Mechanical Engineering, University of New Haven • Master’s degree, Engineering Management, Massachusetts Institute of Technology | | Independent Director Director since 2019 Age: 63 | |
Directors
| Richard R. Crowell | Relevant Expertise Mr. Crowell brings broad business, financial and executive leadership experience to the Board developed through his various leadership roles and he has extensive experience with a number of precision manufacturing and aerospace companies. His extensive financial experience also qualifies him as an “audit committee financial expert.” Career Highlights • Appointed Lead Independent Director of the RBC Board in June 2025. • Managing Partner of Vance Street Capital LLC, a private equity investment firm he founded in 2007. • Spent 24 years in leadership positions in the private equity and investment banking industries prior to founding Vance Street. Education • Bachelor of Arts, University of California, Santa Cruz • MBA, UCLA Anderson School of Business | | Lead Independent Director Director since 2002 Age: 70 Board Committees: • Audit | |
Directors
| Frederick J. Elmy | Relevant Expertise During his nearly 40 years with PricewaterhouseCoopers, Mr. Elmy worked extensively on public and private company audits, financial markets transactions, mergers and acquisitions, risk management, technical accounting, and SEC and financial reporting matters. His extensive financial experience qualifies him as an “audit committee financial expert.” Career Highlights • Partner at PricewaterhouseCoopers from 1994 until his retirement in 2021. • While with PwC, served in several roles including: ○ National Office Partner— Accounting and SEC Services; ○ Audit Partner—Financial Services, Industrial Products and Technology; and ○ Financial Markets Partner—Accounting Advisory and Treasury Services. • Executive-in-Residence at Yale University. Education • Bachelor of Arts, Economics, University of Pennsylvania • Certified Public Accountant | | Independent Director Director since 2024 Age: 64 Board Committees: • Audit | |
Directors
| 20 | | 2025 Proxy Statement |
Directors
| Dolores J. Ennico | Relevant Expertise Ms. Ennico has deep knowledge of human capital management, including executive compensation and C-suite experience with a Fortune 500 company. Her perspectives and experience enhance the Board’s oversight of succession planning as well as the Company’s internal development projects and external opportunities. Career Highlights • Principal of Canterbury Consulting (which provides strategic and business support to organizations on a variety of issues including human capital management, organizational effectiveness, executive compensation and governance) since 2020. • Chief Human Resources Officer of Olin Corporation from 2009 to 2018 and prior to that served Olin in a variety of capacities from 1974. • Member of the Board of Governors of the University of New Haven and a member of its Compensation Committee. • Member of the Executive Committee of the Board of the Girl Scouts of Connecticut. • Member of the National Association of Corporate Directors (NACD). Education • Bachelor of Science, Microbiology, Southern Connecticut State University • Master’s degree, Biochemistry, Southern Connecticut State University • MBA, University of New Haven | | Independent Director Director since 2020 Age: 72 Board Committees: • Compensation (Chair) • Nominating and Governance | |
Directors
| Dr. Amir Faghri | Relevant Expertise Dr. Faghri’s extensive experience as a leader in the engineering profession—as an educator, scientist and administrator—along with his associations with U.S. companies and global academic institutions, provides the Company with valuable state-of-the-art resources in engineering, manufacturing and information technology, as well as unparalleled expertise in workforce development. Career Highlights • Currently Distinguished Professor Emeritus and Distinguished Dean Emeritus of Engineering at the University of Connecticut • Currently Distinguished Adjunct Professor at the University of California, Los Angeles. • Dean of the University of Connecticut School of Engineering from 1998 to 2006. • Has served as a consultant to several major research centers and corporations, including Los Alamos and Oak Ridge national laboratories, Exxon Mobil Corporation, and Intel Corporation. Education • Bachelor of Science, Oregon State University (highest honors) • Master’s degree and Ph.D., Mechanical Engineering, University of California, Berkeley | | Independent Director Director since 2022 and before that from 2004 to 2022 Age: 74 Board Committees: • Compensation | |
Directors
| | 2025 Proxy Statement | 21 |
Directors
| Dr. Steven H. Kaplan | Relevant Expertise Dr. Kaplan’s knowledge and leadership experience allows Dr. Kaplan to provide the Company with a wealth of valuable international executive experience and a perspective that provides the Board a critical resource for management. His association with U.S. companies and global academia provides the Company with a valuable state of the art executive management resource. Career Highlights • President Emeritus of the University of New Haven since 2023. • Served as President of the University of New Haven from 2004 to 2023. • Prior to the University of New Haven, spent many years in teaching and leadership roles at other universities including the University of Virginia's College at Wise, the University of Maryland, Eberhard-Karls Universität (Tübingen, Germany), the University of Southern Colorado, the State University of New York at Buffalo and Butler University. Education • Bachelor of Arts, University of California, Los Angeles • Master’s degree and Ph.D., Eberhard-Karls Universität. | | Independent Director Director since 2018 Age: 72 Board Committees: • Compensation • Nominating and Governance | |
Directors
| Edward D. Stewart | Relevant Expertise Mr. Stewart’s extensive leadership experience as a senior executive and as a director of other publicly-traded and private companies is an invaluable resource to the Board. His financial experience also qualifies him as an “audit committee financial expert.” Career Highlights • Former Chairman of the Board of ATC Technology Corporation (a then-publicly-held third-party logistics services provider). • Many years of financial and operational experience with General Electric Company including as Executive Vice President of GE Capital and Chief Financial Officer of a number of other GE businesses. Education • Bachelor of Arts, Economics, Tufts University | | Independent Director Director since 2013 Age: 82 Board Committees: • Audit (Chair) • Nominating and Governance | |
Directors
| 22 | | 2025 Proxy Statement |
Pay-for-Performance
| What We Do | What We Don’t Do | | • Annual say-on-pay vote • Performance-driven compensation philosophy • Balance compensation with both short- and long-term incentives using multiple performance measures • Set challenging quantitative performance measures • Rigorous stock ownership guidelines for executive officers • Retain independent compensation consultants as needed • Use an appropriate peer group selected based on a range of factors • Maintain a clawback policy on all incentive compensation • Use double-trigger provisions in the event of a change in control • Engage regularly with stockholders on executive compensation • Limited perquisites | • No executive officer employment agreements, other than for the CEO and COO • No guaranteed bonuses or salary increases • No re-pricing or backdating of options • No share recycling under long-term incentive plans • No excessive severance and/or change-in-control provisions • No tax “gross-ups” |
Performance Metrics and the Use of Adjusted EBITDA
Performance Metrics and the Use of Adjusted EBITDA Adjusted EBITDA (i.e., our consolidated net income (i) plus interest, taxes, depreciation, amortization and equity-based incentive compensation expense, (ii) plus other non-operating expenses or minus other non-operating income, and (iii) as adjusted for various unusual or non-recurring items) is the core measure used to assess Company operating performance under the variable pay program applicable to our executive officers. The Company and Compensation Committee believe that adjusted EBITDA is the most appropriate measure of operating performance for a number of reasons, and that, of the various performance metrics we could use under our variable pay program, adjusted EBITDA most closely aligns with our stockholders’ interests. Thus, the Compensation Committee uses adjusted EBITDA performance to determine the majority of the variable compensation of the CEO and COO. We believe quite strongly that adjusted EBITDA is the most appropriate metric and that its use as the primary performance metric is a significant driver for our outstanding results and stock performance for the following reasons:
Performance Metrics and the Use of Adjusted EBITDA
| • | Our motivation in selecting performance metrics is to choose the metric that most accurately captures our performance as a company and the value that we are generating for our stockholders. We believe that adjusted EBITDA is that metric. |
Performance Metrics and the Use of Adjusted EBITDA
| • | Adjusted EBITDA is the foundation on which all of our business units run. Over the years we have developed a strong focus and discipline around cash management and capital allocation from the top of the organization to the bottom. We continue to apply this focus in operating the Company today. |
Performance Metrics and the Use of Adjusted EBITDA
| • | Adjusted EBITDA allows management, investors and others to evaluate and compare the Company’s core operating results, including return on capital and operating efficiencies, from period to period by removing the impact of the Company’s capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), tax consequences, other non-operating items, and share-based compensation. |
Performance Metrics and the Use of Adjusted EBITDA
| • | Adjusted EBITDA is the measure that guides the Company, through managing cash flow, operating cost and efficiency, and capital allocation, during periods of economic downturn and inhibits the manipulation of operating performance through excessive leverage or capital expenditures, the impact of which are more problematic during periods of economic downturn. |
Performance Metrics and the Use of Adjusted EBITDA
| • | Adjusted EBITDA is a key driver for debt covenants. |
Performance Metrics and the Use of Adjusted EBITDA
| • | We use adjusted EBITDA for business planning purposes, to run the business, for capital allocation decisions, and to evaluate and price potential acquisitions. |
Performance Metrics and the Use of Adjusted EBITDA
| • | In addition to its use by management, we also believe adjusted EBITDA is a measure widely used by securities analysts, investors, and others to evaluate the financial performance of the Company and other companies in our industry. |
Performance Metrics and the Use of Adjusted EBITDA
| • | We view adjusted EBITDA as the most reliable bellwether of how well we are converting the Company’s revenue into value for our stockholders. |
Performance Metrics and the Use of Adjusted EBITDA
We have relied on adjusted EBITDA as our primary performance metric since our IPO in 2005, when our stock entered the market at $14.50 per share. On July 8, 2025, our stock closed at $381.60 per share. ROIC (i.e., return on invested capital) is also used as a metric for determining a portion of the size of the CEO and COO’s awards under the equity incentive program. ROIC is defined as adjusted operating income (AOI) divided by equity plus debt less cash, with equity, debt and cash adjusted to eliminate the effects of acquisitions and divestitures. AOI is defined as operating income adjusted to eliminate the effects of asset impairments, restructurings, acquisitions, divestitures, various unusual or non-recurring items, plant closing costs, and the cumulative effect of tax or accounting changes, as determined in accordance with GAAP. The use of ROIC as a performance metric came out of investor feedback that we received in 2017 as well as our belief that ROIC captures not just profitability but whether the magnitude of profitability is appropriate for the investments made. ROIC can also be compared across companies and industries and provides a closer link to key drivers of value creation. We also believe that ROIC works in close synergy with our primary metric of adjusted EBITDA. Total Shareholder Return (TSR) is an additional metric that the Compensation Committee, following investor feedback in early 2024, decided to use for determining a portion of the size of the CEO and COO’s awards under the equity incentive program, starting with awards to be made in fiscal 2028 for the Company’s TSR performance against its peer group average TSR during the trailing five-year period (2024 – 2028).
Performance Metrics and the Use of Adjusted EBITDA
| | 2025 Proxy Statement | 25 |
Performance Metrics and the Use of Adjusted EBITDA
| Stockholder Engagement and Outreach |
Performance Metrics and the Use of Adjusted EBITDA
The Board values its relationship with our stockholders and the feedback they provide the Company. We periodically engage with them to discuss matters affecting the Company, including executive compensation. Stockholder feedback helps inform the decisions of the Board and the Compensation Committee. At our annual meeting in September 2024, the say-on-pay proposal received support from 80% of the votes cast, an increase of 25 percentage points from the 2023 annual meeting. This improvement followed substantial stockholder engagement including meetings with stockholders representing over 52% of our outstanding stock, and was led by the Chair of our Compensation Committee, Dolores J. Ennico, together with our CFO and General Counsel. Following this investor outreach, the Compensation Committee adjusted the CEO/COO equity incentive award program by (i) eliminating the overlapping metrics of the short-term and long-term components by removing ROIC as a short-term metric and adjusted EBITDA as a long-term metric, (ii) adding TSR as a long-term metric, and (iii) adjusting the weighting of the CEO’s short-term and long-term components from 70/30 to 60/40 at the target performance level. The Compensation Committee believes that these changes to the CEO and COO’s equity incentive award program, together with changes implemented in 2022 following previous investor outreach, more closely align our compensation program with best practices and stockholder expectations. Our most recent stockholder outreach was conducted in August and September 2024. See “Board of Directors and Corporate Governance—Stockholder Engagement” above.
Performance Metrics and the Use of Adjusted EBITDA
| Compensation Program Components and Pay Outcomes for Fiscal 2025 |
Performance Metrics and the Use of Adjusted EBITDA
The NEOs’ primary compensation elements are base salary, annual cash performance bonuses, and long-term equity incentive awards in the form of restricted stock, unrestricted stock and/or stock options. In addition, the NEOs participate in our various employee benefit plans and receive certain perquisites.
Performance Metrics and the Use of Adjusted EBITDA
| 1. | Base Salary: Base salaries for the executive officers are reviewed annually by the Compensation Committee taking into account a number of factors including the terms of the officer’s employment agreement in the case of the CEO and COO, peer group data, the CEO’s salary recommendations in the case of officers other than the CEO, tenure, performance in role, competitive positioning against market, value to the Company, potential, scope of responsibility, and prior experience. |
Performance Metrics and the Use of Adjusted EBITDA
| 2. | Annual Performance Bonuses: Cash performance bonuses are paid to the executive officers each year depending on Company performance and, in the case of executive officers other than the CEO and COO, individual performance. The bonuses for the CEO and COO are prescribed in their employment agreements, which were first put in place several years ago. The CEO or COO’s bonus for a particular year equals their base salary multiple that corresponds to the |
Performance Metrics and the Use of Adjusted EBITDA
Company’s performance level against its adjusted EBITDA plan for the year. The Compensation Committee believes that these bonuses incentivize the CEO and COO to deliver the best possible short-term performance while still maintaining a focus on long-term performance through the other elements of their compensation program.
Performance Metrics and the Use of Adjusted EBITDA
| 3. | Long-Term Equity Incentive Awards: Historically, the CEO and COO received annual performance stock awards and stock options based on formulas tied to the Company’s performance against its adjusted EBITDA and ROIC plans for the prior year. In 2022 the Compensation Committee made changes to the equity awards to the CEO and COO to provide better incentives for them to deliver long-term performance by tying a portion of the awards to three-year performance cycles, as well as ceasing the use of stock options. The Committee also decided that, in order to have greater predictability of the amount of compensation delivered to the CEO and COO through equity awards, the size of the awards would be tied to a base salary multiple rather than to a number of shares as had been the Company’s practice in the past. Executive officers other than the CEO and COO typically receive an annual award of restricted stock and stock options. |
Performance Metrics and the Use of Adjusted EBITDA
| 26 | | 2025 Proxy Statement |
Performance Metrics and the Use of Adjusted EBITDA
Details of the NEOs’ compensation and outcomes for fiscal 2025 are described below.
Note About Timing of Presentation of Equity-Based Compensation Data
Note About Timing of Presentation of Equity-Based Compensation Data In June 2024, the Company entered into new employment agreements with the CEO and COO. Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 provides that the “grant date” of equity awards under these new agreements is the date the relevant performance plan target is established by the Compensation Committee (i.e., at the beginning of the performance period). However, in the case of equity awards to other NEOs, as well as equity awards to the CEO and COO prior to their new agreements, the “grant date” is the date the award is actually made to the recipient. Because of this difference, compensation reported in the proxy statement for our CEO, COO and other NEOs will include equity awarded in different fiscal years. Specifically, the CEO Compensation Mix chart above, the tables appearing under “Compensation Tables” and “Pay Versus Performance,” and the information in “CEO Pay Ratio” in this proxy statement include:
Annual Performance Bonuses
Annual Performance Bonuses Under the Company’s annual incentive compensation plan, the Company pays performance-based annual cash bonuses based on performance for the fiscal year then completed.
CEO and COO
| | CEO and COO Annual Bonus | | | Percentage of Adjusted EBITDA to Plan | CEO Bonus as a Multiple of Base Salary | COO Bonus as a Multiple of Base Salary | | Less than 80.0% | 0.00x | 0.00x | | 80.0% to 89.9% | 0.75x | 0.45x | | 90.0% to 99.9% | 1.0x | 0.6x | | 100.0% to 109.9% | 1.5x | 0.9x | | 110.0% to 119.9% | 2.0x | 1.2x | | 120.0% or higher | 2.5x | 1.5x |
Fiscal 2025 Performance Bonus Payouts
Fiscal 2025 Performance Bonus Payouts The adjusted EBITDA goal for fiscal 2025 performance bonuses for the CEO and COO was set at $507.9 million in accordance with the Company’s operating plan for the year, and actual adjusted EBITDA for the year was $519.8 million, which equated to 102.3% of the plan goal. Based on this performance, the Compensation Committee approved the following annual incentive plan payments and discretionary bonuses for fiscal 2025:
Fiscal 2025 Performance Bonus Payouts
| | Performance Bonus | Discretionary Bonus | Total Bonus | Bonus as a Percentage of Base Salary | | Dr. Michael J. Hartnett | $2,250,000 | NA | $2,250,000 | 150.0% | | Daniel A. Bergeron | 605,273 | NA | 605,273 | 90.0% | | Richard J. Edwards | 119,848(1) | - | 119,848 | 31.2% | | John J. Feeney | NA | $90,000 | 90,000 | 30.8% | | Robert M. Sullivan | NA | 227,800 | 227,800 | 70.0% |
Fiscal 2025 Performance Bonus Payouts
| (1) Based on achievement of the following performance to target goal under his performance bonus plan: 90.8% of part 1; 0.0% of part 2; 100.0% of part 3. |
Long-Term Equity Incentive Awards
Long-Term Equity Incentive Awards The Company grants equity awards under its long-term incentive plans, which plans have been approved by the Company’s stockholders. These plans provide for awards of stock, restricted stock, stock options and other types of equity awards for directors, executive officers and other key employees of the Company. See “Equity Incentive Plans” below. Using equity for long-term incentives provides for strong stockholder alignment and strong long-term Company performance. In determining the size of the 2025 long-term incentive awards, the Committee considers market practice, stockholder interest, retention, the portion of pay at risk, and the Company’s long-term business strategy, rewarding executives for their contribution to revenue and efficient use of capital.
Equity Incentive Program for CEO and COO
Equity Incentive Program for CEO and COO The equity incentive program for the CEO and COO is composed of one-year and three-year performance-based stock awards. The value of each award is equal to the pre-established base salary multiple that corresponds with our level of performance against pre-established financial metrics. In prior years the awards were based on performance against adjusted EBITDA and ROIC targets, but one-year awards are now based exclusively on performance against adjusted EBITDA targets. The three-year awards for the two three-year periods ending with fiscal 2025 and 2026 are based on performance against previously established adjusted EBITDA and ROIC targets, but awards for the three-year periods ending with fiscal 2027 and subsequent years will be based on performance against ROIC targets and the average TSR of the Company’s peer group. One-Year Performance-Based Stock Component. The one-year component of the program provides the CEO and the COO with an annual award of stock based on the Company’s adjusted EBITDA performance against the plan for the fiscal year then ended. The number of shares awarded equals (i) the officer’s base salary at the end of the fiscal year multiplied by the base salary multiple that corresponds to the Company’s level of performance to the plan, divided by (ii) RBC’s closing stock price on the award date. The CEO is awarded shares of unrestricted stock while the COO is awarded shares of restricted stock, which vest and cease to be restricted in one-third increments on each of the first, second and third anniversaries of the award date. The criteria for determining one-year awards to the CEO and COO are as follows:
Equity Incentive Program for CEO and COO
| | CEO and COO One-Year Adjusted EBITDA-Based Awards | | | Percentage of Adjusted EBITDA to Plan | CEO Award Value as a Multiple of Base Salary | COO Award Value as a Multiple of Base Salary | | Less than 75.0% | 0.0x | 0.0x | | 75.0% to 84.9% | 2.8x | 1.45x | | 85.0% to 94.9% | 3.5x | 1.9x | | 95.0% to 104.9% (target) | 4.5x | 2.6x | | 105.0% to 114.9% | 5.25x | 3.05x | | Over 114.9% | 6.65x | 4.85x |
Equity Incentive Program for CEO and COO
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Equity Incentive Program for CEO and COO
For fiscal 2025 the Compensation Committee established an adjusted EBITDA target of $507.9 million. Based on our actual results of $519.8 million of adjusted EBITDA (102.3% of plan), in May 2025 Dr. Hartnett was awarded 18,495 shares of stock having an aggregate award date value of $6,749,935 (4.5 times base salary), and Mr. Bergeron was awarded 4,791 shares of stock having an aggregate award date value of $1,748,523 (2.6 times base salary). Three-Year Performance-Based Stock Component. The three-year component of the program provides the CEO and the COO with an annual award of stock based on the Company’s performance during the three-fiscal-year period then ended. The number of shares awarded equals (i) the officer’s base salary at the end of the third fiscal year multiplied by the base salary multiple that corresponds to the Company’s level of performance, divided by (ii) RBC’s closing stock price on the award date. The CEO and COO are awarded shares of unrestricted stock. Fiscal 2025 and 2026. For the three-year period ended with fiscal 2025 and the three-year period ending with fiscal 2026, the awards are based on average adjusted EBITDA and ROIC targets established by the Compensation Committee at the beginning of those periods. The applicable salary multiples are as follows:
Equity Incentive Program for CEO and COO
| | CEO and COO Three-Year Average Adjusted EBITDA-Based Awards(1) | | | Percentage of average adjusted EBITDA to Plan | CEO Award Value as a Multiple of Base Salary | COO Award Value as a Multiple of Base Salary | | Less than 75.0% | 0.0x | 0.0x | | 75.0% to 84.9% | 0.6x | 0.3x | | 85.0% to 94.9% | 0.9x | 0.6x | | 95.0% to 104.9% (target) | 1.2x | 0.8x | | 105.0% to 114.9% | 1.65x | 1.0x | | Over 114.9% | 2.25x | 1.25x |
Equity Incentive Program for CEO and COO
| (1) For three-year periods ending with fiscal 2025 and fiscal 2026. |
Equity Incentive Program for CEO and COO
| | CEO and COO Three-Year Average ROIC-Based Awards(1) | | | | | Average ROIC as % of Plan(2) | CEO Award Value as a Multiple of Base Salary(2) | COO Award Value as a Multiple of Base Salary(2) | | Threshold | -0.75% | 0.3x | 0.2x | | Target | 0.00% | 0.6x | 0.3x | | Maximum | +0.75% | 1.2x | 0.7x |
Equity Incentive Program for CEO and COO
| (1) For three-year periods ending with fiscal 2025 and fiscal 2026. |
Equity Incentive Program for CEO and COO
| (2) In between is straight line. |
Equity Incentive Program for CEO and COO
For the three-year period ended with fiscal 2025 the Compensation Committee established average adjusted EBITDA and ROIC targets of $418.5 million and 6.95%, respectively. Based on our actual results of $478.8 million of average adjusted EBITDA over the three years (114.4% of plan) and average ROIC of 8.76% for the three years (1.8% above plan), in May 2025 Dr. Hartnett was awarded 11,713 shares of stock having an aggregate award date value of $4,274,776 (2.85 times base salary), and Mr. Bergeron was awarded 3,131 shares of stock having an aggregate award date value of $1,142,690 (1.7 times base salary).
Equity Incentive Program for CEO and COO
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Equity Incentive Program for CEO and COO
Fiscal 2027 and Thereafter. For three-year periods ending with fiscal 2027 and thereafter, instead of being based on average adjusted EBITDA and ROIC performance as described above, awards will be based on (i) the Company’s five-year trailing TSR against the average TSR of the Company’s peer group as it exists at the start of the three-year period, and (ii) the Company’s performance against average ROIC targets established by the Compensation Committee at the beginning of those periods. The applicable salary multiples are as follows:
Equity Incentive Program for CEO and COO
| | CEO and COO TSR-Based Awards(1) | | | Trailing Five-Year TSR as a Percentage of Peer Group Average | CEO Award Value as a Multiple of Base Salary | COO Award Value as a Multiple of Base Salary | | Less than 75.0% | 0.0x | 0.0x | | 75.0% to 84.9% | 0.5x | 0.25x | | 85.0% to 94.9% | 0.75x | 0.5x | | 95.0% to 104.9% | 1.0x | 0.65x | | 105.0% to 114.9% | 1.25x | 0.75x | | Over 114.9% | 1.5x | 0.85x |
Equity Incentive Program for CEO and COO
| (1) For three-year periods ending with fiscal 2027 and thereafter. |
Equity Incentive Program for CEO and COO
| | CEO and COO Three-Year Average ROIC-Based Awards(1) | | | | | Average ROIC as % of Plan(2) | CEO Award Value as a Multiple of Base Salary(2) | COO Award Value as a Multiple of Base Salary(2) | | Threshold | -0.75% | 1.0x | 0.4x | | Target | 0.00% | 2.0x | 0.6x | | Maximum | +0.75% | 4.0x | 1.75x |
Equity Incentive Program for CEO and COO
| (1) For three-year periods ending with fiscal 2027 and thereafter. |
Equity Incentive Program for CEO and COO
| (2) In between is straight line. |
Equity Incentive Program for CEO and COO
Program Modifications in Response to Stockholder Feedback. The modifications to the equity incentive program described above were made by the Compensation Committee in 2024 in response to stockholder feedback regarding the use of overlapping metrics in the one-year and three-year components of the program and the relative weighting of the two components. Stockholder feedback regarding overlapping metrics was addressed by eliminating ROIC as a one-year metric and replacing adjusted EBITDA with TSR as a three-year metric. Stockholder feedback regarding relative weighting was addressed by adjusting the CEO’s target salary multiples so that the target value of his one-year award moves from 70% to 60% of the total value of the equity incentive program and his three-year award moves from 30% to 40% of the total value once the modified program is implemented in fiscal 2028. Performance Targets for Future Awards. Future awards to be made to the CEO and COO under the one-year and three-year components of the performance-based equity program will be based on performance against the Company’s adjusted EBITDA and ROIC plans established by the Compensation Committee early in the relevant performance periods. The Committee has decided that we will not disclose those targets in advance because adjusted EBITDA is the key metric for our performance and disclosure of our targets would provide our competitors insight into our business strategy and could cause us substantial harm.
Long-Term Equity Incentive Awards for Fiscal 2025 Performance
Long-Term Equity Incentive Awards for Fiscal 2025 Performance The Compensation Committee made the following awards under the long-term equity incentive plans in fiscal 2026 for performance in fiscal 2025 and the three-year period ended with fiscal 2025:
Long-Term Equity Incentive Awards for Fiscal 2025 Performance
| | Stock Fair Value(1) | Stock Options Fair Value(1) | | Dr. Michael J. Hartnett | $11,024,712 | NA | | Daniel A. Bergeron | 2,891,213 | NA | | Richard J. Edwards | 145,984 | $243,794 | | John J. Feeney | 145,984 | 135,441 | | Robert M. Sullivan | 656,928 | 474,043 |
Long-Term Equity Incentive Awards for Fiscal 2025 Performance
| (1) The amounts represent the fair market value of the award on the award date. The fair market value of shares is calculated using the closing stock price on the award date ($364.96) multiplied by the number of shares. The fair market value of stock options is calculated using the Black-Scholes model, which determined a fair value of $135.44 per option. As these represent values as of the award date, they do not reflect the actual value that will be received at the time shares of restricted stock vest or options are exercised, which value will depend on market conditions at that time. |
Long-Term Equity Incentive Awards for Fiscal 2025 Performance
| Benefits and Perquisites |
Long-Term Equity Incentive Awards for Fiscal 2025 Performance
In addition to the core elements of executive compensation outlined above (i.e., base salary, performance-based annual cash bonus, and equity awards under the long-term equity incentive plans), NEOs are eligible for certain additional benefits, perquisites and plans, as described below.
Perquisite Programs
| Outside Compensation Advisor | • Provides peer group compensation data. • Provides information regarding compensation best practices. • Assists with compensation program design. | | As selected and retained by the Compensation Committee from time to time. | |
Perquisite Programs
| Compensation Peer Group |
Perquisite Programs
The Compensation Committee compares the Company’s senior management compensation levels with those of companies in a group of peer companies selected by the Compensation Committee based on a number of criteria including industry focus, and company scope measured through market capitalization, headcount and financial performance. The Compensation Committee believes that this customized approach is preferable to an algorithmic GICS code approach to selecting a peer group, which lacks the precision and ability to take into account unique circumstances that we believe are crucial to devising a fairly representative peer group. In 2024, the Compensation Committee modified our compensation peer group by replacing seven of the companies to better align RBC with its peers in light of our increasing revenue and profitability. The Committee has not made any changes to the peer group this year except to recognize that the Barnes Group, which was in our peer group last year, went private in January 2025. Our peer group includes companies in the industrial machinery, aerospace & defense, and electrical components and equipment industries.
Perquisite Programs
| Peer Group | | | Carlisle Companies Curtiss-Wright Dana Enerpac Tool Group Flowserve Gates Industrial Graco HEICO | Hexcel ITT Regal Rexnord Terex Textron Timken Woodword |
Perquisite Programs
Our stock ownership program requires the accumulation of stock over a five-year period following the date the person becomes subject to stock ownership requirements. Executive officers who experience a change in base salary have three years from the date of such change to achieve the new level of ownership. Ownership credit is given for restricted stock but not for stock options. The Compensation Committee reviews compliance with these guidelines on an annual basis. The full text of the Company’s Stock Ownership Guidelines is filed as Exhibit 10.1 to our Current Report on Form 8-K dated June 17, 2013. Deductibility of Executive Compensation. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to a public corporation for compensation over $1,000,000 paid in any fiscal year to its named executive officers. The deductibility of compensation is one of many factors that the Compensation Committee takes into consideration when designing the Company’s executive compensation program, but the Committee does not have a policy to limit executive compensation to that deductible under Section 162(m).
Perquisite Programs
| Employment Agreements and Change-in-Control and Severance Arrangements |
Employment Agreements with CEO and COO
Employment Agreements with CEO and COO In June 2024, the Company and Dr. Hartnett entered into a new employment agreement that amended and restated his prior employment agreement entered into in 2022. The new agreement has an initial term expiring on March 31, 2026 and automatically renews thereafter for successive 12-month periods unless either party gives 90 days’ notice of nonrenewal. The agreement provides, among other things, for (i) a base salary of $1,500,000 per year, which was increased in fiscal 2026 as described under “Compensation Program Components and Pay Outcome for Fiscal 2025—Base Salary” above, (ii) an annual cash performance bonus as described under “Compensation Program Components and Pay Outcome for Fiscal 2025—Annual Performance Bonus—CEO and COO” above, (iii) annual equity incentive awards as described under “Compensation Program Components and Pay Outcome for Fiscal 2025—Long-Term Equity Awards—Equity Incentive Program for CEO and COO” above, and (iv) certain severance benefits as described under “Severance Other Than Following a Change in Control” below. Dr. Hartnett’s base salary is to be reviewed annually and can be increased, but not decreased, as the Compensation Committee determines. The agreement also contains a change-in-control provision and sets forth certain perquisites he is to receive. A copy of Dr. Hartnett’s employment agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K dated June 28, 2024. In June 2024, the Company and Mr. Bergeron entered into a new employment agreement that amended and restated his prior employment agreement entered into in 2022. The new agreement has an initial term expiring on March 31, 2026 and automatically renews thereafter for successive 12-month periods unless either party gives 90 days’ notice of nonrenewal. The agreement provides, among other things, for (i) a base salary of $672,525 per year, which was increased in fiscal 2026 as described under “Compensation Program Components and Pay Outcome for Fiscal 2025—Base Salary” above, (ii) an annual cash performance bonus as described under “Compensation Program Components and Pay Outcome for Fiscal 2025—Annual Performance Bonus—CEO and COO” above, (iii) annual equity incentive awards as described under “Compensation Program Components and Pay Outcome for Fiscal 2025—Long-Term Equity Awards—Equity Incentive Program for CEO and COO” above, and (iv) certain severance benefits as described under “Severance Other Than Following a Change in Control” below. Mr. Bergeron’s base salary is to be reviewed annually and can be increased, but not decreased, as the Compensation Committee determines. The agreement also contains a change-in-control provision and sets forth certain perquisites he is to receive. A copy of Mr. Bergeron’s employment agreement is filed as Exhibit 10.2 to our Current Report on Form 8-K dated June 28, 2024. The other executive officers do not have employment agreements and are employed “at will.”
Change-in-Control Arrangements
Change-in-Control Arrangements Change-in-control compensation arrangements generally protect income for key executives who would likely be involved in decisions regarding and/or successful implementation of merger/acquisition activity and who are at risk for job loss if a takeover of the Company were to occur. We believe it is in the best interests of the Company and our stockholders to have such an agreement with our CEO, COO and certain other executive officers in order (i) for the Board to be able to receive and rely upon the executive’s advice and counsel as to the best interests of the Company and our stockholders without concern that they might be distracted or influenced by the personal uncertainties and risks created by merger/acquisition proposals or threats, and (ii) to encourage them to remain with the Company and to continue to devote full attention to the Company’s business. Each of Dr. Hartnett’s and Mr. Bergeron’s employment agreements provides that in the event of his employment is terminated within 24 months after a change in control of the Company (i.e., a double trigger event), he will be entitled to (i) severance equal to (x) 250% of his annual base salary plus (y) 250% of his annual performance bonus at the target base salary multiple, (ii) a bonus equal to his annual performance bonus at the maximum base salary multiple prorated for the portion of the fiscal year prior to the termination date, and (iii) continued participation in the Company’s welfare benefit programs (at the Company’s expense) for a period of time after his termination. The Company has entered into a change-in-control letter agreement with Mr. Edwards that provides that if his employment is terminated under certain circumstances within 24 months after a change in control of the Company, he will be entitled to (i) severance equal to (x) 150% of his annual base salary plus (y) 150% of his annual performance bonus at the target level, and (ii) a bonus equal to his annual performance bonus at the maximum level prorated for the portion of the fiscal year prior to the termination date. In addition, he will be entitled to continue participating in the Company’s welfare benefit programs for up to 18 months following his termination. The letter agreement also commits him to remain employed with the Company in the event of a tender or exchange offer and includes a non-compete
Change-in-Control Arrangements
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Change-in-Control Arrangements
covenant for 12 months following his termination following a change in control. The form of the change-in-control letter agreement is filed as Exhibit 10.1 to our Form 10-Q filed February 1, 2010. None of the other executive officers has a change-in-control arrangement. In addition, the restricted stock held by the executive officers contain change-in-control provisions. If an executive officer is terminated without cause within 18 months after a change in control, all restricted stock will vest on the termination date. In addition, if there is a change in control of the Company or similar event, the Compensation Committee may, in its discretion, provide for the vesting of a participant’s restricted stock and unvested stock options on such terms and conditions as the Committee deems appropriate. The table below summarizes the executive benefits and payments that would have been due to the NEOs upon termination of employment occurring on March 29, 2025 following a change in control:
Change-in-Control Arrangements
| | Michael J. Hartnett | Daniel A. Bergeron | Richard J. Edwards | John J. Feeney | Robert M. Sullivan | | Severance Payment | $9,375,000 | $3,194,495 | $922,348 | NA | NA | | Bonus | 3,750,000 | 1,008,788 | 345,881 | NA | NA | | Other Payments | 43,328 | 54,547 | 17,765 | NA | NA | | Vested Stock Options | 6,059,924 | 2,550,836 | 823,724 | NA | NA | | Vested Restricted Stock | 15,725,503 | 5,760,841 | 1,155,880 | $582,824 | $2,181,520 | | Long-Term Stock Award | 3,080,739 | 219,178 | NA | NA | NA | | Total | $38,034,494 | $12,788,685 | $3,265,598 | $582,824 | $2,181,520 |
Severance Other Than Following a Change in Control
Severance Other Than Following a Change in Control The employment agreements of the CEO and COO provide them with severance if their employment ends, other than following a change in control. No other executive officer has a similar arrangement. The following table summarizes the executive benefits and payments that would have been due to the CEO and COO if their employment had ended on March 29, 2025 other than following a change in control:
Severance Other Than Following a Change in Control
| | Michael J. Hartnett | Daniel A. Bergeron | | Death or Disability/Termination Without Cause(1)(2) | | | | Base Salary | $1,500,000 | $672,525 | | Bonus | 3,750,000 | 1,008,788 | | Other Payments | 760,482 | 96,389 | | Vested Stock Options | 6,059,924 | 2,550,836 | | Vested Restricted Stock | 15,725,503 | 5,760,841 | | Long-Term Stock Award | 3,080,739 | 219,178 | | Total | $30,876,648 | $10,308,557 | | Termination With Cause/Voluntary Resignation(3) | | | | Base Salary | $750,000 | NA | | Other Payments | 550,539 | NA | | Total | $1,300,539 | NA |
Severance Other Than Following a Change in Control
| (1) The employment agreement provides that if his employment ends due to his death, disability or termination by the Company without cause, he will (i) receive (x) a lump-sum payment equal to his then-base salary for the period from the termination date through the end of the term of the employment agreement and (y) his annual performance bonus at the maximum base salary multiple prorated for the portion of the fiscal year prior to the termination date, and (ii) be entitled to the continuation of certain benefits until the end of the term of the employment agreement or for 12 months, whichever is longer. For purposes of the foregoing, the end of the term of the employment agreement will be March 31, 2026 unless the agreement is automatically renewed, in which case the end of the term will be the end of the then-current 12-month renewal period. |
Severance Other Than Following a Change in Control
| (2) The employment agreement also provides that if his employment ends due to his death, disability, termination by the Company without cause, or the Company giving him notice of nonrenewal prior to March 31, 2026 or the end of any subsequent renewal period, (i) all his restricted stock and unvested stock options will vest, (ii) he will receive an award of a prorated portion of the shares that would be issuable under the one-year component of his equity incentive program for the year in which his employment ends and (iii) he will receive an award of a prorated portion of the shares that would be issuable under the three-year component of his equity incentive program for any three-year performance periods that are then open (at the base salary multiple for the plan target goals). |
Severance Other Than Following a Change in Control
| (3) Dr. Hartnett’s employment agreement provides that if he is terminated for cause or he voluntarily resigns, he will be entitled to his base salary and continuation of certain benefits set forth in his employment agreement for six months following the date of his termination. |
Severance Other Than Following a Change in Control
| 36 | | 2025 Proxy Statement |
Severance Other Than Following a Change in Control
| Compensation Tables |
Severance Other Than Following a Change in Control
The data presented in the following tables and other compensation information contained in this proxy statement with respect to stock-based compensation for the CEO and COO in fiscal 2025 includes the value of (i) stock awards made in fiscal 2025 for fiscal 2024 performance, (ii) stock awards made in fiscal 2026 for fiscal 2025 performance, and (iii) equity awards that will not be made until fiscal 2028 and only if the Company’s performance during the period ending with fiscal 2027 reaches or exceeds minimum performance levels. Therefore, this stock-based compensation data does not reflect what was actually paid to the CEO and COO with respect to performance in fiscal 2025. See “Compensation Discussion and Analysis—Compensation Program Components and Pay Outcomes for Fiscal 2025” above.
Summary Compensation
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | All Other Compensation ($) | Total ($) | | Michael J. Hartnett Chairman, President and CEO | 2025 | 1,500,000 | NA | 15,619,573 | NA | 2,250,000 | 189,133(6) | 19,558,706 | | | 2024 | 997,500 | NA | 6,317,484 | NA | 1,496,250 | 166,342 | 8,977,576 | | | 2023 | 950,000 | NA | 5,984,946 | NA | 1,425,000 | 90,271 | 8,450,217 | | Daniel A. Bergeron Vice President and COO | 2025 | 672,525 | NA | 4,378,735 | NA | 605,273 | 33,145(7) | 5,689,678 | | | 2024 | 640,500 | NA | 2,104,431 | NA | 576,450 | 32,461 | 3,353,842 | | | 2023 | 610,000 | NA | 2,344,192 | NA | 549,000 | 37,401 | 3,540,593 | | Richard J. Edwards Vice President and General Manager | 2025 | 384,312 | | 219,638 | 271,039 | 119,848 | 28,331(8) | 1,023,168 | | | 2024 | 373,118 | - | 199,510 | 181,380 | 296,629 | 27,844 | 1,078,481 | | | 2023 | 362,250 | - | 398,200 | 345,793 | 235,463 | 23,302 | 1,365,008 | | John J. Feeney Vice President, General Counsel and Secretary | 2025 | 292,625 | 90,000 | 146,425 | 135,520 | NA | 10,707(9) | 675,277 | | | 2024 | 282,730 | 65,000 | 99,755 | 90,690 | NA | 10,120 | 548,295 | | | 2023 | 275,834 | 55,167 | 199,100 | 172,900 | NA | 9,821 | 712,822 | | Robert M. Sullivan Vice President and CFO | 2025 | 325,428 | 277,800(10) | 638,270 | 467,784 | NA | 11,048(11) | 1,720,330 | | | 2024 | 243,800 | 150,000 | 598,530 | 453,450 | NA | 10,059 | 1,455,839 | | | 2023 | 230,000 | 138,000 | 398,200 | 345,793 | NA | 9,090 | 1,121,083 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth information regarding (i) potential awards to the NEOs under the Company’s annual performance bonus plans for performance in fiscal 2025, (ii) potential awards to the NEOs under the Company’s equity incentive plans for performance in fiscal 2025 and the three-year period ending with fiscal 2027, and (iii) awards under the Company’s equity incentive plans made to the NEOs in fiscal 2025.
Grants of Plan-Based Awards
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Stock Option Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Michael J. Hartnett | | 1,125,000(4) | 2,250,000(5) | 3,750,000(6) | 14,400(7) | 23,143(8) | 34,200(9) | | | | | | | | | | | 2,767(10) | 5,534(11) | 8,300(12) | | | | | | | | | | | 5,143(13) | 10,286(14) | 20,571(15) | | | | | | | 5/23/24 | | | | | | | 17,167 | — | — | 5,027,356 | | Daniel A Bergeron | | 302,636(16) | 605,273(17) | 1,008,788(18) | 3,343(19) | 5,995(20) | 11,183(21) | | | | | | | | | | | 620(22) | 1,613(23) | 2,109(24) | | | | | | | | | | | 922(25) | 1,383(26) | 4,035(27) | | | | | | | 5/23/24 | | | | | | | 6,736 | — | — | 1,972,638 | | Richard J. Edwards | | 57,647(28) | 230,587(29) | 345,881(30) | NA | NA | NA | | | | | | | 5/23/24 | | | | | | | 750 | 2,000 | 292.85 | 490,677 | | John J. Feeney | | NA | NA | NA | NA | NA | NA | | | | | | | 5/23/24 | | | | | | | 500 | 1,000 | 292.85 | 281,945 | | Robert M. Sullivan | | NA | NA | NA | NA | NA | NA | | | | | | | 5/23/24 | | | | | | | 1,000 | 2,000 | 292.85 | 563,889 | | | 11/5/24 | | | | | | | 1,200 | 1,500 | 287.85 | 542,165 |
Grants of Plan-Based Awards
| (1) See “Compensation Discussion and Analysis—Compensation Program Components and Pay Outcomes for Fiscal 2025—Annual Performance Bonuses” above for a description of the annual non-equity incentive plans for the NEOs. |
Grants of Plan-Based Awards
| (2) See “Compensation Discussion and Analysis—Compensation Program Components and Pay Outcomes for Fiscal 2025—Long-Term Equity Incentive Awards—Equity Incentive Program for CEO and COO” above for a description of the equity incentive plans for the NEOs. |
Grants of Plan-Based Awards
| (3) The number of shares awardable is determined by dividing the value of the award by our closing stock price on the grant date of the award. |
Grants of Plan-Based Awards
| (4) Equals 75% of base salary if adjusted EBITDA performance is 80% of plan. |
Grants of Plan-Based Awards
| (5) Equals 150% of base salary if adjusted EBITDA performance is 100% of plan. For fiscal 2025, adjusted EBITDA performance was 102.3% of plan, resulting in a payment on 5/28/25 at this level. |
Grants of Plan-Based Awards
| (6) Equals 250% of base salary if adjusted EBITDA performance is 120% of plan. |
Grants of Plan-Based Awards
| (7) Equals 280% of base salary if adjusted EBITDA performance is 75% of plan. |
Grants of Plan-Based Awards
| (8) Equals 450% of base salary if adjusted EBITDA performance is 100% of plan. For fiscal 2025, adjusted EBITDA performance was 102.3% of plan, resulting in an award of 18,495 shares on 5/28/25 based on the $364.96 closing price of our common stock on the award date. |
Grants of Plan-Based Awards
| (9) Equals 665% of base salary if adjusted EBITDA performance is 115% of plan. |
Grants of Plan-Based Awards
| (10) Equals 50% of base salary if the Company’s TSR for the five-fiscal-year period ending with fiscal 2027 is 75% of the peer group average for the same period. |
Grants of Plan-Based Awards
| (11) Equals 100% of base salary if the Company’s TSR for the five-fiscal-year period ending with fiscal 2027 is 100% of the peer group average for the same period. |
Grants of Plan-Based Awards
| (12) Equals 150% of base salary if the Company’s TSR for the five-fiscal-year period ending with fiscal 2027 is 115% of the peer group average for the same period. |
Grants of Plan-Based Awards
| (13) Equals 100% of base salary if the Company’s average ROIC performance for the three-fiscal-year period ending with fiscal 2027 is 0.75% below plan. |
Grants of Plan-Based Awards
| (14) Equals 200% of base salary if the Company’s average ROIC performance for the three-fiscal-year period ending with fiscal 2027 is 100% of plan. |
Grants of Plan-Based Awards
| (15) Equals 400% of base salary if the Company’s average ROIC performance for the three-fiscal-year period ending with fiscal 2027 is 0.75% above plan. |
Grants of Plan-Based Awards
| (16) Equals 45% of base salary if adjusted EBITDA performance is 80% of plan. |
Grants of Plan-Based Awards
| (17) Equals 90% of base salary if adjusted EBITDA performance is 100% of plan. For fiscal 2025, adjusted EBITDA performance was 102.3% of plan, resulting in a payment on 5/28/25 at this level. |
Grants of Plan-Based Awards
| (18) Equals 150% of base salary if adjusted EBITDA performance is 120% of plan. |
Grants of Plan-Based Awards
| (19) Equals 145% of base salary if adjusted EBITDA performance is 75% of plan. |
Grants of Plan-Based Awards
| (20) Equals 260% of base salary if adjusted EBITDA performance is 100% of plan. For fiscal 2025, adjusted EBITDA performance was 102.3% of plan, resulting in an award of 4,791 shares on 5/28/25 based on the $364.96 closing price of our common stock on the award date. |
Grants of Plan-Based Awards
| (21) Equals 485% of base salary if adjusted EBITDA performance is 115% of plan. |
Grants of Plan-Based Awards
| (22) Equals 25% of base salary if the Company’s TSR for the five-fiscal-year period ending with fiscal 2027 is 75% of the peer group average for the same period. |
Grants of Plan-Based Awards
| 38 | | 2025 Proxy Statement |
Grants of Plan-Based Awards
| (23) Equals 65% of base salary if the Company’s TSR for the five-fiscal-year period ending with fiscal 2027 is 100% of the peer group average for the same period. |
Grants of Plan-Based Awards
| (24) Equals 85% of base salary if the Company’s TSR for the five-fiscal-year period ending with fiscal 2027 is 115% of the peer group average for the same period. |
Grants of Plan-Based Awards
| (25) Equals 40% of base salary if the Company’s average ROIC performance for the three-fiscal-year period ending with fiscal 2027 is 0.75% below plan. |
Grants of Plan-Based Awards
| (26) Equals 60% of base salary if the Company’s average ROIC performance for the three-fiscal-year period ending with fiscal 2027 is 100% of plan. |
Grants of Plan-Based Awards
| (27) Equals 175% of base salary if the Company’s average ROIC performance for the three-fiscal-year period ending with fiscal 2027 is 0.75% above plan. |
Grants of Plan-Based Awards
| (28) 15% of base salary if the metrics for parts 1, 2 and 3 of the bonus are (i) less than 80% of plan, (ii) less than 100% of plan, and (iii) 100% of plan, respectively. |
Grants of Plan-Based Awards
| (29) Equals 60% of base salary if the metric for part 1 of the bonus is 100% of plan. |
Grants of Plan-Based Awards
| (30) Equals 90% of base salary if the metric for part 1 of the bonus is 120% of plan. |
Grants of Plan-Based Awards
| | 2025 Proxy Statement | 39 |
Outstanding Equity Awards at End of Fiscal 2025
Outstanding Equity Awards at End of Fiscal 2025 As of the end of fiscal 2025 the NEOs held the following equity awards:
Outstanding Equity Awards at End of Fiscal 2025
| | Option Awards | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($)(1) | Equity incentive plan awards: number of unearned shares that have not vested (#) | Equity Incentive Plan Awards: market value of unearned shares that have not vested ($) | | Michael J. Hartnett | - | 11,778(2) | 137.44 | 6/2/27 | 10,020(2) | 3,262,512 | 9,213(3) | 2,999,753(4) | | | - | 30,400(5) | 199.16 | 6/3/28 | 21,110(5) | 6,873,416 | 6,910(6) | 2,249,896(7) | | | | | | | 17,167(8) | 5,589,575 | | | | | | | | | 20,730(9) | 6,749,688 | | | | Daniel A. Bergeron | 35,000 | - | 143.92 | 6/3/26 | 3,925(2) | 1,277,980 | 1,239(3) | 403,418(4) | | | 16,594 | 4,149(2) | 137.44 | 6/2/27 | 7,032(5) | 2,289,619 | 2,065(6) | 672,364(7) | | | 21,000 | 14,000(5) | 199.16 | 6/3/28 | 6,736(8) | 2,193,242 | | | | | | | | | 5,370(10) | 1,748,472 | | | | Richard J. Edwards | — | 2,000(5) | 199.16 | 6/3/28 | 800(5) | 260,480 | | | | | — | 2,400(8) | 199.10 | 6/3/29 | 1,200(8) | 390,720 | | | | | — | 1,600(11) | 199.51 | 6/1/30 | 800(11) | 260,480 | | | | | — | 2,000(12) | 292.85 | 5/23/31 | 750(12) | 244,200 | | | | John J. Feeney | 56 | 56(13) | 181.58 | 2/8/28 | 90(13) | 29,304 | | | | | - | 800(5) | 199.16 | 6/3/28 | 200(5) | 65,120 | | | | | - | 1,200(8) | 199.10 | 6/3/29 | 600(8) | 195,360 | | | | | 200 | 800(11) | 199.51 | 6/1/30 | 400(11) | 130,240 | | | | | - | 1,000(12) | 292.85 | 5/23/31 | 500(12) | 162,800 | | | | Robert M. Sullivan | — | 2,000(2) | 137.44 | 6/2/27 | 500(2) | 162,800 | | | | | 3,000 | 2,000(5) | 199.16 | 6/3/28 | 400(5) | 130,240 | | | | | 1,600 | 2,400(8) | 199.10 | 6/3/29 | 1,200(8) | 390,720 | | | | | 1,000 | 4,000(11) | 199.51 | 6/1/30 | 2,400(11) | 781,440 | | | | | - | 2,000(12) | 292.85 | 5/23/31 | 1,000(12) | 325,600 | | | | | - | 1,500(14) | 287.85 | 11/5/31 | 1,200(14) | 390,720 | | |
Outstanding Equity Awards at End of Fiscal 2025
| (1) Based on $325.60, the closing price of our common stock on 3/28/25, the last business day of fiscal 2025. |
Outstanding Equity Awards at End of Fiscal 2025
| (2) Vested in June 2025. |
Outstanding Equity Awards at End of Fiscal 2025
| (3) Shares to be awarded in fiscal 2028 based on the Company’s average ROIC performance for the three years ending with fiscal 2027. |
Outstanding Equity Awards at End of Fiscal 2025
| (4) Assumes achievement of 100% of average ROIC target for the three years ending with fiscal 2027. |
Outstanding Equity Awards at End of Fiscal 2025
| (5) One-half vested in June 2025 and the other half will vest in June 2026. |
Outstanding Equity Awards at End of Fiscal 2025
| (6) Shares to be awarded in fiscal 2028 based on the Company’s TSR performance for the five years ending with fiscal 2027. |
Outstanding Equity Awards at End of Fiscal 2025
| (7) Assumes TSR performance for the five years ending with fiscal 2027 exceeds 114.9% of the peer group average for the same period. |
Outstanding Equity Awards at End of Fiscal 2025
| (8) One-third vested in June 2025 and the other two-thirds will vest in equal increments in June 2026 and June 2027. |
Outstanding Equity Awards at End of Fiscal 2025
| (9) Estimated number of shares as of the end of fiscal 2025 for an award granted during fiscal 2025 per FASB ASC Topic 718 but not awarded until fiscal 2026. Award was made on 5/28/25 when 18,495 vested shares were issued based on the $364.96 closing stock price for that day. |
Outstanding Equity Awards at End of Fiscal 2025
| (10) Estimated number of shares as of the end of fiscal 2025 for an award granted during fiscal 2025 per FASB ASC Topic 718 but not awarded until fiscal 2026. Award was made on 5/28/25 when 4,791 unvested shares were issued based on the $364.96 closing stock price for that day. Will vest in equal increments in May 2026, May 2027 and May 2028. |
Outstanding Equity Awards at End of Fiscal 2025
| (11) One-quarter vested in June 2025 and the other three-quarters will vest in equal increments in June 2026, June 2027 and June 2028. |
Outstanding Equity Awards at End of Fiscal 2025
| (12) One-fifth vested in May 2025 and the other four-fifths will vest in equal increments in May 2026, May 2027, May 2028 and May 2029. |
Outstanding Equity Awards at End of Fiscal 2025
| (13) Will vest in February 2026. |
Outstanding Equity Awards at End of Fiscal 2025
| (14) Will vest in equal increments in November 2025, November 2026, November 2027, November 2028 and November 2029. |
Outstanding Equity Awards at End of Fiscal 2025
| 40 | | 2025 Proxy Statement |
Option Exercises and Stock Vested in Fiscal 2025
Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth information regarding the NEOs’ exercises of stock options and vesting of restricted stock during fiscal 2025:
Option Exercises and Stock Vested in Fiscal 2025
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Michael J. Hartnett | 126,536 | 15,756,242 | 37,922 | 11,197,608 | | Daniel A. Bergeron | 35,000 | 7,382,239 | 15,773 | 4,657,451 | | Richard J. Edwards | 4,200 | 503,121 | 1,400 | 413,392 | | John J. Feeney | 2,096 | 240,795 | 490 | 150,701 | | Robert M Sullivan | 16,600 | 3,325,057 | 1,900 | 561,032 |
Option Exercises and Stock Vested in Fiscal 2025
| (1) Based on the closing price of our common stock on the date of exercise. |
Option Exercises and Stock Vested in Fiscal 2025
| (2) Based on the closing price of our common stock on the date of vesting. |
Non-Qualified Deferred Compensation
Non-Qualified Deferred Compensation The following table sets forth information regarding the NEOs’ deferral of compensation through contributions to our SERP during fiscal 2025:
Non-Qualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Michael J. Hartnett | - | - | 34,043 | - | 1,002,127 | | Daniel A. Bergeron | - | - | 75,983 | - | 2,081,922 | | Richard J. Edwards | 32,352 | - | 30,722 | - | 606,020 | | John J. Feeney | 5,656 | - | 16,692 | - | 306,744 | | Robert M. Sullivan | - | - | 17,032 | - | 234,868 |
Non-Qualified Deferred Compensation
| (1) These amounts are included in the “Salary” column in the Summary Compensation table. |
Non-Qualified Deferred Compensation
| (2) These amounts are included in the “All Other Compensation” column in the Summary Compensation table. |
Non-Qualified Deferred Compensation
| (3) Appreciation (depreciation) and earnings (loss) on the NEO’s account under the SERP. |
Non-Qualified Deferred Compensation
| | 2025 Proxy Statement | 41 |
Non-Qualified Deferred Compensation
| Pay Versus Performance |
Non-Qualified Deferred Compensation
The following Pay Versus Performance (PVP) table provides information about compensation for our NEOs for each of fiscal 2025, 2024, 2023, 2022 and 2021 (the “Covered Years”). The PVP table also provides information about the results for certain financial performance measures during the Covered Years. In reviewing this information, there are a few important things to consider:
Non-Qualified Deferred Compensation
| • | The information in columns (b) and (d) comes directly from the Summary Compensation table (SCT) in this proxy statement, without adjustment. |
Non-Qualified Deferred Compensation
| • | As required by the PVP regulations, we describe the information in columns (c) and (e) as “compensation actually paid” (CAP) to the applicable NEOs, but these CAP amounts do not necessarily reflect compensation that our NEOs actually earned for their service in the Covered Years. Instead, CAP is a calculation involving a combination of realized pay (for cash amounts and some equity award amounts) and realizable or accrued pay (primarily for pension benefits and other equity awards). |
Non-Qualified Deferred Compensation
| • | The PVP regulations require that we choose a peer group or index for purposes of TSR comparisons, and we have chosen the S&P 400 Industrials Sector (the “PVP Peer Index”) for this purpose. |
Non-Qualified Deferred Compensation
| • | As required by the PVP regulations, we provide information about our cumulative TSR, cumulative PVP Peer Index TSR and U.S. GAAP net income results (the “External Measures”) during the Covered Years in the PVP table. |
Non-Qualified Deferred Compensation
The Company is required to designate one financial metric as the “Company-Selected Measure,” or the most important financial measure that demonstrates how the Company sought to link 2025 executive pay to performance. For 2025, the Company has selected adjusted EBITDA. However, the Company believes that all of the metrics designated in the “Important Financial Performance Measures” section below are important drivers of Company performance.
Non-Qualified Deferred Compensation
| 42 | | 2025 Proxy Statement |
Pay Versus Performance(1)
Pay Versus Performance(1)
Pay Versus Performance(1)
| | | | | | Value of initial fixed $100 Investment based on: | | | | | Fiscal Year (a) | Summary Compensation Table “SCT” Total for PEO (b) | Compensation Actually Paid to PEO (c)(2) | Average Summary Compensation Table Total for non-PEO NEOs (d) | Average Compensation Actually Paid to non-PEO NEOs (e)(2) | Total Shareholder Return (f)(3) | PVP Peer Index Total Shareholder Return (g)(3) | Net Income (h)(4) | Adjusted EBITDA (i)(5) | | 2025 | $19,558,706 | $26,092,862 | $2,277,113 | $3,512,610 | $295.9 | $263.0 | $246.2 | $519.8 | | 2024 | $8,977,576 | $12,753,252 | $1,609,114 | $2,003,000 | $245.8 | $283.9 | $209.9 | $482.1 | | 2023 | $8,450,217 | $14,352,594 | $1,684,877 | $2,647,801 | $211.6 | $209.7 | $166.7 | $433.9 | | 2022 | $19,404,363 | $18,435,256 | $3,068,308 | $2,923,082 | $177.8 | $201.6 | $54.7 | $266.5 | | 2021 | $8,895,001 | $31,906,739 | $1,471,773 | $4,853,752 | $180.1 | $195.7 | $90.1 | $174.3 |
Pay Versus Performance(1)
| (1) Dr. Michal J. Hartnett was out principal executive officer (PEO) for each of the Covered Years. In this disclosure, we refer to our NEOs other than Dr. Hartnett as our “other NEOs.” Daniel A. Bergeron, Richard J. Edwards, John J. Feeney and Robert M. Sullivan were our other NEOs for each of the Covered Years. |
Pay Versus Performance(1)
| (2) For each Covered Year, in determining the CAP for our PEO and the average CAP for our other NEOs, we deducted or added back the following amounts from or to the total amounts of compensation reported in column (b) and column (d) for such Covered Year: |
Pay Versus Performance(1)
| Item and Value Added (or Deducted) | 2025 | 2024 | 2023 | 2022 | 2021 | | For Dr. Hartnett: | | | | | | | - change in actuarial present value of pension benefits, as reported in SCT for Covered Year | - | - | - | - | - | | + service cost of pension benefits, as calculated for Covered Year | - | - | - | - | - | | + prior service cost of pension benefits, as calculated for Covered Year | - | - | - | - | - | | - SCT “Stock Awards” column value | (15,619,573) | (6,317,484) | (5,984,946) | (10,364,286) | (3,725,036) | | - SCT “Option Awards” column value | - | - | - | (5,820,840) | (2,900,431) | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year | 22,153,729 | 10,093,160 | 11,887,323 | 15,216,019 | 29,637,205 | | + the Covered Year-end fair value of equity awarded in (and still outstanding as of the end of) the Covered Year | 10,183,010 | 8,560,633 | 6,995,864 | 16,179,662 | 11,090,134 | | +/- the change in fair value of equity awarded in prior Covered Years (and still outstanding as of the end of the Covered Year) | 3,414,310 | 3,925,511 | 4,844,811 | (827,571) | 15,484,735 | | + the vesting date fair value of equity awarded and vested in the Covered Year | 6,750,000 | - | - | - | - | | +/- the change in fair value of equity awarded in prior Covered Years that vested in the Covered Year | 1,806,409 | (2,392,984) | 46,648 | (136,072) | 3,062,336 | | - prior the Covered Year-end fair value of equity awarded in prior Covered Years that were forfeited in the Covered Year | - | - | - | - | - | | + dividends/earnings paid or accrued on equity awarded during or for the Covered Year (if not otherwise included in CAP) | - | - | - | - | - | | Total Added (or Deducted): | 6,534,156 | 3,775,676 | 5,902,377 | (969,107) | 23,011,738 | | For the Other NEOs (on Average): | | | | | | | - change in actuarial present value of pension benefits, as reported in SCT for Covered Year | - | - | - | - | - | | + service cost of pension benefits, as calculated for Covered Year | - | - | - | - | - |
Pay Versus Performance(1)
| | 2025 Proxy Statement | 43 |
Pay Versus Performance(1)
| Item and Value Added (or Deducted) | 2025 | 2024 | 2023 | 2022 | 2021 | | + prior service cost of pension benefits, as calculated for Covered Year | - | - | - | - | - | | - SCT “Stock Awards” column value | (1,345,767) | (750,557) | (834,923) | (1,419,015) | (548,610) | | - SCT “Option Awards” column value | (218,586) | (181,380) | (216,122) | (899,933) | (383,306) | | +/- adjusted amount for applicable stock/option awards, as calculated for Covered Year | 2,799,850 | 1,325,823 | 2,013,969 | 2,173,722 | 4,313,895 | | + the Covered Year-end fair value of equity awarded in (and still outstanding as of the end of) the Covered Year | 1,676,970 | 1,305,637 | 1,255,428 | 2,321,426 | 1,476,742 | | +/- the change in fair value of equity awarded in prior Covered Years (and still outstanding as of the end of the Covered Year) | 591,967 | 381,552 | 750,249 | (131,882) | 2,408,207 | | + the vesting date fair value pf equity awarded and vested in the Covered Year | - | - | - | - | - | | +/- the change in fair value of equity awarded in prior Covered Years that vested in the Covered Year | 530,913 | (361,366) | 8,292 | (15,822) | 428,946 | | - prior the Covered Year-end fair value of equity awarded in prior Covered Years that was forfeited in the Covered Year | - | - | - | - | - | | + dividends/earnings paid or accrued on equity awarded during or for the Covered Year (if not otherwise included in CAP) | - | - | - | - | - | | Total Added (or Deducted): | 1,235,497 | 393,886 | 962,924 | (145,226) | 3,381,979 |
Pay Versus Performance(1)
| (3) TSR assumes an initial investment of $100 on March 28, 2020 in RBC common stock for our cumulative TSR and in the PVP Peer Index for the PVP Peer Index cumulative TSR, based on market prices at the end of each fiscal year through and including March 29, 2025, and reinvestment of dividends. |
Pay Versus Performance(1)
| (4) Dollars in millions. |
Pay Versus Performance(1)
| (5) Adjusted EBITDA is calculated based on the Company’s net income as used for external reporting purposes adjusted to exclude various items that are reflected in externally reported net income. See Appendix B for a reconciliation of adjusted EBITDA to its most directly comparable GAAP financial measure. Dollar values are in millions. |
Pay Versus Performance(1)
| 44 | | 2025 Proxy Statement |
Equity Compensation Plan Information
| CEO Pay Ratio |

DEF 14A of RBC Bearings INC

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 1: Election of Directors

Proposal 3: Advisory Vote on Executive Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Director Compensation

Directors and Officers

Directors and Officers

Directors and Officers

Directors and Officers

Directors and Officers

Directors and Officers

Directors and Officers

Directors and Officers

Directors

Directors

Directors

Directors

Directors

Directors

Directors

Directors

Directors

Directors

Directors

Directors

Directors

Directors

Pay-for-Performance

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Performance Metrics and the Use of Adjusted EBITDA

Note About Timing of Presentation of Equity-Based Compensation Data

Annual Performance Bonuses

CEO and COO

Fiscal 2025 Performance Bonus Payouts

Fiscal 2025 Performance Bonus Payouts

Fiscal 2025 Performance Bonus Payouts

Long-Term Equity Incentive Awards

Equity Incentive Program for CEO and COO

Equity Incentive Program for CEO and COO

Equity Incentive Program for CEO and COO

Equity Incentive Program for CEO and COO

Equity Incentive Program for CEO and COO

Equity Incentive Program for CEO and COO

Equity Incentive Program for CEO and COO

Equity Incentive Program for CEO and COO