DEF 14A of Regal Rexnord Corp, Mar 13, 2024

DEF 14A of Regal Rexnord Corp

Filed Mar 13, 2024 · FY20230001308179-24-000119

Open on EDGAR

  1. TABLE OF CONTENTS

    | EXECUTIVE COMPENSATION | 52 | | DIRECTOR COMPENSATION | 75 | | REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE | 76 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 77 | | REPORT OF THE AUDIT COMMITTEE | 78 | | PROPOSAL 3 | 79 | | OTHER MATTERS | 81 | | SHAREHOLDER PROPOSALS | 82 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | | | | | | Committee Memberships | | | Directors / Occupation | Age | Director Since | Independent | Other Public Directorships | Audit | Compensation and Human Resources | Corporate Governance, Sustainability & Director Affairs | | Jan A. Bertsch Former SVP and Chief Financial Officer, Owens-Illinois, Inc. | 67 | 2019 | | 2 | | | | | Stephen M. Burt Managing Director, Duff & Phelps | 59 | 2010 | | 0 | | | | | Anesa T. Chaibi Partner and Chief Transformation Officer, Coalesce Capital Management | 57 | 2014 | | 1 | | | | | Theodore D. Crandall Former SVP and CFO, Rockwell Automation | 68 | 2021 | | 0 | | | | | Michael P. Doss CEO, Graphic Packaging Holding Company | 57 | 2022 | | 0 | | | | | Michael F. Hilton Former President and CEO, Nordson Corporation | 69 | 2019 | | 3 | | | | | Louis V. Pinkham CEO, Regal Rexnord Corporation | 52 | 2019 | | 0 | | | | | Rakesh Sachdev Former CEO, Platform Specialty Products Corporation (n/k/a Element Solutions Inc.) | 68 | 2007 | | 3 | | | | | Curtis W. Stoelting Former CEO, Roadrunner Transportation Systems, Inc. | 64 | 2005 | | 0 | | | | | Robin A. Walker-Lee Former EVP, General Counsel and Secretary, TRW Automotive Holdings Corp. | 69 | 2021 | | 1 | | | |

  4. Director Nominees

    | | Chairman of the Board. | | Chair. |

  5. Director Nominees

    | 2024 Proxy Statement • | | |

  6. Director Nominee Highlights

    Director Nominee Highlights

  7. PROPOSAL 1 ELECTION OF DIRECTORS

    PROPOSAL 1 ELECTION OF DIRECTORS Our Board is currently comprised of ten directors with the terms of each director expiring at the Annual Meeting. Our Board has nominated Jan A. Bertsch, Stephen M. Burt, Anesa T. Chaibi, Theodore D. Crandall, Michael P. Doss, Michael F. Hilton, Louis V. Pinkham, Rakesh Sachdev, Curtis W. Stoelting and Robin A. Walker-Lee, each of whom is currently serving as a director, for election at the Annual Meeting. We include background information on all the nominees below. Upon election, the directors will hold office for a term expiring at the 2025 annual meeting of shareholders and until their successors have been duly elected and qualified. Our Board has established a retirement age of 72 within the Corporate Governance Guidelines and our Company’s Bylaws. Specifically, a director is expected to retire from our Board on the day and hour of the annual shareholders meeting next following his or her 72nd birthday. None of our director nominees has reached the mandatory retirement age of 72 as of the date of the Annual Meeting. Unless shareholders otherwise specify, the shares represented by the proxies received will be voted in favor of our Board’s nominees for election as directors. Our Board has no reason to believe that any of the listed nominees will be unable or unwilling to serve as a director if elected. However, in the event that any nominee should be unable or unwilling to serve, the shares represented by proxies received will be voted for another nominee selected by our Board. Our Corporate Governance, Sustainability and Director Affairs Committee periodically reviews and recommends to our Board the qualities, skills and attributes desired in our directors to reflect the unique challenges facing, and business strategies of, our Company. The Corporate Governance, Sustainability and Director Affairs Committee reviews the qualities, skills and attributes of proposed nominees when it makes director nominee recommendations to our Board and compares them against the desired qualities, skills and attributes. Our Board reviews this information when considering proposed nominees. Some of the business challenges and strategies we have identified, and the corresponding desired qualities, skills and attributes, are described in the following table.

  8. PROPOSAL 1 ELECTION OF DIRECTORS

    | Challenges/Strategies | Desired Qualities, Skills, Attributes | | We are a global company with operations and customers around the world | • Diversity of gender, race, ethnicity, nationality, cultural and/or professional experience • Significant international experience • Experience as a current or former chief executive officer or chief operating officer, or significant operations experience | | We have grown substantially through acquisition, while we continue to pay down debt, future acquisitions are one component of our capital deployment strategy | • Business development/M&A experience • Knowledge of investment banking and/or capital markets | | Our presence and sales in multiple global jurisdictions and across several business platforms results in a wide variety of transactions in many currencies | • Experience as a current or former chief financial officer • Expertise in matters of public accounting | | We believe that good corporate governance will improve our operating performance and aligns with the interests of our shareholders | • Public company board experience • Knowledgeable in corporate governance • Knowledge of cybersecurity standards, practices and policies | | Our industry has numerous unique challenges associated with manufacturing our products as well as conducting our business | • Knowledge and experience in our industry • Current or prior experience with manufacturing, including supply chain management and lean principles • Experience with having responsibility for the profit and loss of a business/operation | | One of the key elements of our strategy is to profitably grow organically by innovating our products around the themes of energy efficiency and disruptive technologies | • Experience in driving growth with innovative products, systems or services • Entrepreneurial experience • Expertise in technology, engineering and information technology • Commercial expertise, including in sales and marketing and 80/20 • Environmental/sustainability background |

  9. PROPOSAL 1 ELECTION OF DIRECTORS

    | 2024 Proxy Statement • | | |

  10. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting The following sets forth certain information, as of March 1, 2024, about each of our Board’s nominees for election at the Annual Meeting. Except as otherwise noted, each nominee has engaged in the principal occupation or employment and has held the offices shown for more than the past five years.

  11. Nominees for Election at the Annual Meeting

    | Age: 67 Director since: 2019 INDEPENDENT Committees: • Audit | JAN A. BERTSCH | | | | Experience: Ms. Bertsch is retired and was most recently the Senior Vice President and Chief Financial Officer of Owens-Illinois, Inc., a packaging and glass container manufacturer, from 2015 to 2019. Prior to this role, Ms. Bertsch served as Executive Vice President and Chief Financial Officer of Sigma-Aldrich Corporation from 2012 to 2015. Prior to that role, 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, Inc. since 2013, and became the independent chair of the BWX board in 2022. She has also been a director of Axalta Coating Systems since 2022 and served as a director of Meritor, Inc. from 2016 to 2022. | | | | Qualifications: • CFO experience; • Expertise in matters of public accounting; • Extensive M&A experience; • Gender diversity; • Innovation/entrepreneurial experience; • Investment banking and capital markets expertise; • Shareholder/investor relations experience; • Experience in manufacturing; | • Global experience; • Engineering/IT/technical expertise • Knowledge of cybersecurity standards, practices and processes; • Operating (P&L) experience; • Environmental/sustainability background; and • Corporate governance knowledge. |

  12. Nominees for Election at the Annual Meeting

    | Age: 59 Director since: 2010 INDEPENDENT Committees: • Audit | STEPHEN M. BURT | | | | Experience: Mr. Burt is the Managing Director of 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 Duff & Phelps 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: • Extensive M&A experience; • Investment banking and capital markets expertise; • Experience in our industry; • Global experience; | • Marketing expertise; • Operating (P&L) experience; • Corporate governance knowledge; and • Shareholder/investor relations experience. |

  13. Nominees for Election at the Annual Meeting

    | 2024 Proxy Statement • | | |

  14. Nominees for Election at the Annual Meeting

    | Age: 57 Director since: 2014 INDEPENDENT Committees: • Corporate Governance, Sustainability and Director Affairs Committee | ANESA T. CHAIBI | | | | Experience: Ms. Chaibi joined Coalesce Capital Management, a private equity firm focused on growth investments in the services sector, as Executive Board Member in April 2023, and has served as Partner and Chief Transformation Officer since September 2023. Previously, Ms. Chaibi served as the President and Chief Executive Officer of CoolSys, Inc., a market-leading refrigeration and HVAC service provider, from 2021 to February 2023. Prior to joining CoolSys, Ms. Chaibi served as an industry advisor in the Industrial and Business Services Group with Warburg Pincus, a leading global private equity firm focused on growth investing, from 2019 to 2021. Prior to that role, Ms. Chaibi was the Chief Executive Officer and a director of Optimas OE Solutions, LLC, a global provider of integrated supply chain solutions and engineering support, from 2016 to 2019. Previously, Ms. Chaibi served as President and Chief Executive Officer of HD Supply Facilities Maintenance, a division of HD Supply Holdings, Inc., an industrial supplier, from 2005 to 2015. Prior to this role, Ms. Chaibi held a variety of roles of increasing responsibility within several business units at General Electric from 1989 to 2005. Ms. Chaibi has a B.S. in Chemical Engineering from West Virginia University and an M.B.A. from the Fuqua School of Business at Duke University. Additionally, Ms. Chaibi is an NACD Board Leadership Fellow. Ms. Chaibi has served as a director of Advanced Drainage Systems, Inc., a leading global manufacturer of stormwater and onsite septic wastewater management products and solutions, since 2020. | | | | Qualifications: • CEO experience; • Industrial technology background; • Extensive M&A experience; • Gender and ethnic or racial diversity; • Innovation/entrepreneurial experience; • Experience in manufacturing; • Experience in our industry; • Shareholder/investor relations experience; • Global experience; | • Engineering/IT/technical expertise; • Knowledge of cybersecurity standards, practices and processes; • Marketing expertise; • Operating (P&L) experience; • Investment banking and capital markets experience; and • Corporate governance knowledge. |

  15. Nominees for Election at the Annual Meeting

    | Age: 68 Director since: 2021 INDEPENDENT Committees: • Audit (Chair) | THEODORE D. CRANDALL | | | | Experience: Mr. Crandall retired from Rockwell Automation, 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 and 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: • CFO experience; • Expertise in matters of public accounting; • Corporate governance knowledge; • Operating (P&L) experience; • Global experience; | • Experience in manufacturing; • Engineering/IT/technical expertise; • Knowledge of cybersecurity standards, practices and processes; and • Industrial technology background. |

  16. Nominees for Election at the Annual Meeting

    | 2024 Proxy Statement • | | |

  17. Nominees for Election at the Annual Meeting

    | Age: 57 Director since: 2022 INDEPENDENT Committees: • Compensation and Human Resources | MICHAEL P. DOSS | | | | Experience: Mr. Doss has served as the President and Chief Executive Officer of Graphic Packaging Holding Company, a $9.4 billion public company that is a leader in the design and manufacturing of packaging for consumer products, since 2015. Prior to that role, Mr. Doss held roles of increasing complexity with Graphic Packaging from 1990 to 2015, including Chief Operating Officer (2013-2015), Executive Vice President, Commercial Operations (2012-2013), Senior Vice President, Consumer Packaging (2008-2012), Senior Vice President, Food and Consumer Products Packaging (2006-2008), Vice President, Operations, Universal Packaging (2003-2006), Director Web Systems, Universal Packaging (2000-2003), and Plant Manager (1990-2000). Mr. Doss served as a director of Sealed Air Corporation from 2020 to 2022, and is a member of the boards of directors for the American Forest & Paper Association, the Sustainable Forest Initiative, the Paper Recycling Coalition, the Atlanta Area Council of the Boy Scouts of America and the Atlanta Metro Chamber of Commerce. Mr. Doss has both a B.S. in Industrial Marketing and an M.B.A. from Western Michigan University. | | | | Qualifications: • CEO experience; • Corporate governance knowledge; • Operating (P&L) experience; • Experience in manufacturing; • Marketing expertise; • Industrial technology background; | • Innovation/entrepreneurial experience; • Extensive M&A experience; • Global experience; • Knowledge of cybersecurity standards, practices and processes; and • Environmental/sustainability background. |

  18. Nominees for Election at the Annual Meeting

    | Age: 69 Director since: 2019 INDEPENDENT Committees: • Compensation and Human Resources (Chair) | 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, 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. since 2023, Lincoln Electric Holdings, Inc. since 2015, and Ryder System, Inc. since 2012. | | | | Qualifications: • CEO experience; • Shareholder/investor relations experience; • Corporate governance knowledge; • Operating (P&L) experience; • Experience in manufacturing; • Engineering/IT/technical expertise; | • Marketing expertise; • Industrial technology background; • Global experience; • Innovation/entrepreneurial experience; and • Extensive M&A experience. |

  19. Nominees for Election at the Annual Meeting

    | 2024 Proxy Statement • | | |

  20. Nominees for Election at the Annual Meeting

    | Age: 52 Director since: 2019 Committees: • None | 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 joining Crane Co., 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. Prior to joining Eaton, Mr. Pinkham held an Engineering and Quality Manager position at ITT Sherotec and a Process Design Engineer position with Molecular Biosystems, Inc. Mr. Pinkham serves as a member of the Board of Trustees for the University of Chicago Medical Center, the Museum of Science and Industry in Chicago and the Manufacturers Alliance for Productivity and Innovation (MAPI), and as a member of the Board of Governors for the National Electrical Manufacturers Association. 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: • CEO experience; • Extensive M&A experience; • Industrial technology background; • Innovation/entrepreneurial experience; • Experience in manufacturing; | • Global experience; • Engineering/IT/technical expertise; • Operating (P&L) experience; and • Shareholder/investor relations experience. |

  21. Nominees for Election at the Annual Meeting

    | Age: 68 Director since: 2007 INDEPENDENT CHAIRMAN Committees: • Compensation and Human Resources | RAKESH SACHDEV | | | | Experience: Mr. Sachdev most recently served as the interim Chief Executive Officer of Axalta Coating Systems, a S&P 400 company and 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 role, 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 role, Mr. Sachdev served as a director and the President and Chief Executive Officer of Sigma-Aldrich Corporation, a leading S&P 500 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 since 2015, Herc Holdings 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: • CEO experience; • Extensive M&A experience; • CFO experience; • Expertise in matters of public accounting; • Ethnic or racial diversity; • Innovation/entrepreneurial experience; • Investment banking and capital markets expertise; | • Experience in manufacturing; • Global experience; • Engineering/IT/technical expertise; • Operating (P&L) experience; • Corporate governance knowledge; and • Shareholder/investor relations experience. |

  22. Nominees for Election at the Annual Meeting

    | 2024 Proxy Statement • | | |

  23. Nominees for Election at the Annual Meeting

    | Age: 64 Director since: 2005 INDEPENDENT Committees: • Corporate Governance, Sustainability and Director Affairs | 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 role, 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. Prior to that role, 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: • CEO experience; • Extensive M&A experience; • CFO experience; • Expertise in matters of public accounting; • Investment banking and capital markets expertise; • Experience in manufacturing; | • Innovation/entrepreneurial experience; • Engineering/IT/technical expertise; • Marketing expertise; • Operating (P&L) experience; • Global experience; • Corporate governance knowledge; and • Shareholder/investor relations experience. |

  24. Nominees for Election at the Annual Meeting

    | Age: 69 Director since: 2021 INDEPENDENT Committees: • Corporate Governance, Sustainability and Director Affairs (Chair) | ROBIN A. WALKER-LEE | | | | Experience: Ms. Walker-Lee served as the Executive Vice President, General Counsel and Secretary of TRW Automotive Holdings Corp., a leader in automotive safety systems and one of the top financial performers in the industry, from 2010 to 2015. Prior to that role, 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 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 knowledge; • Global experience; • Innovation/entrepreneurial experience; | • Experience in manufacturing; • Extensive M&A experience; and • Gender diversity. |

  25. Nominees for Election at the Annual Meeting

    OUR BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE “FOR” ALL NOMINEES.

  26. Nominees for Election at the Annual Meeting

    | 2024 Proxy Statement • | | |

  27. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  28. COMPENSATION DISCUSSION AND ANALYSIS

    | TABLE OF CONTENTS | | | COMPENSATION DISCUSSION AND ANALYSIS | 30 | | Our Named Executive Officers | 30 | | Executive Compensation Philosophy | 31 | | Setting Executive Compensation | 35 | | The Elements of Total Compensation | 38 | | Executive Stock Ownership Requirements | 50 | | Policy Against Hedging and Pledging Transactions | 49 | | Employment Agreements and Severance and Change in Control Benefits | 51 | | Tax Considerations | 51 |

  29. Key compensation policies and practices

    | What We Do | | What We Do NOT Do | | | | Pay for Performance | | No Agreements With Gross-Ups for Taxes | | | Balance Long-Term and Short-Term Incentives | | No “Single Trigger” Severance Agreements | | | Use Multiple Performance Metrics, Including a Relative Metric, for Incentive Compensation | | No Repricing of Options | | | Benchmark Compensation Against an Appropriate Peer Group | | No Guaranteed Bonuses or Salary Increases | | | Maintain a Compensation Recovery (Clawback) Policy | | | | | Monitor for Risk-Taking Incentives | | | | | Maintain Stock Ownership Requirements | | | | | Prohibit Hedging, Pledging and the Like | | | | | Limit Perquisites | | | | | Engage an Independent Compensation Consultant | | | | | Hold Executive Sessions at Each Committee Meeting | | |

  30. Percentage of “at risk” compensation

    Percentage of “at risk” compensation To focus on both our short and long-term success, 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 results or subject to forfeiture. 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”), stock appreciation rights (“SARs”) and PSUs, instead of cash is at-risk because the value of these awards varies with changes in our stock price. 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 gain financially alongside our shareholders. As shown in the following charts, 90% of the CEO’s target compensation and, on average, 80% of the other NEOs’ target compensation was at risk in fiscal 2023. For purposes of this disclosure, target total direct compensation includes annual base salary as in effect on December 31, 2023, target annual incentive awards for fiscal 2023 and grant date fair value of fiscal 2023 long-term incentive awards.

  31. Changes to our compensation program in 2023 that impacted our NEOs

    | • | Added new Days Inventory Outstanding (DIO) metric to segment ICP plans. For the portion of our NEOs 2023 ICP payout that is based on segment performance, the Committee approved the addition of a new days inventory outstanding (DIO) metric, weighted at 35%. This metric replaced the trade working capital metric from our 2022 ICP, which was weighted at 20%. Correspondingly, the weight of adjusted EBITDA decreased to 45% (weighted 60% in 2022) and policy deployment remained weighted at 20%. The Committee believed that this change was appropriate to ensure strong focus on inventory management and reduction across the business, which also helps to drive free cash flow. However, subsequent to the completion of the Altra acquisition, as a result of evaluating ICP on two separate performance periods, the Committee determined that the DIO metric was not an appropriate measure for the First Performance Period. This is because attainment of these goals contemplates year-long inventory reduction efforts, which, while underway in the first half, would not produce sufficient indicia of performance in the First Performance Period. For the First Performance Period, the Committee approved a revision to segment ICP plans that allowed for the use of Free Cash Flow (the same measure used for ICP calculated on total Company performance) in place of DIO. The DIO metric was then restored for the Second Performance Period. The Committee believes that this adjustment was necessary to properly account for the realigned operating segments, the completion of the Altra acquisition and the resulting separation of ICP into two distinct performance periods. | | • | Moved to sizing Total Shareholder Return (TSR) PSU awards using grant date share price. We transitioned to using grant date closing price instead of our prior practice of using pre-grant Monte Carlo valuation to determine the number of shares subject to our TSR PSU awards. We believe that this transition was important, because benchmarking indicated that a significant majority of the Company’s peers have implemented this methodology. | | • | Used only relative TSR in 2023 PSUs due to Altra transaction. The PSUs granted in 2023 have a single performance metric of TSR. This represented a change from PSUs granted in 2022, which had two performance metrics: half of the 2022 PSUs were subject to the TSR performance metric and half were subject to the ROIC metric. The Committee felt that this change was appropriate due to the anticipated impact of the Altra transaction and the indebtedness that the Company incurred in connection with the Altra transaction on our ability to set credible ROIC targets. | | • | Modified post-termination exercise period for SARs to align with market practice. Based on peer benchmarking, our 2023 SAR grants provide recipients with 90 days to exercise SARs if their employment with the Company is terminated. Before this modification, recipients had 180 days to exercise SARs if their employment with the Company is terminated. | | • | Introduced retirement vesting policy to ensure smooth transitions. To better align our LTI grant provisions with peer practices and to encourage more purposeful succession planning, we enhanced our retirement provisions in our grant agreements. Our updated RSU, SAR and PSU grant agreements revise the criteria for retirement eligibility from age 58 and 10 years of service to a combined total of 68 age and service “points”, with a minimum retirement age of 55. In addition, our 2023 grant agreements require the following for recipients to qualify for retirement: (i) acceptable performance ratings during unvested performance years, (ii) at least 6 months’ notice to support thoughtful transition and succession planning, and (iii) for the recipient’s most recent grant to be eligible, employment with the company for 9 months after receipt of such grant. Instead of accelerating in full at the time of retirement, awards will continue vesting on the typical schedule for our RSUs and SARs, and on a pro-rated basis for PSUs. | | • | Adopted a New Executive Severance Policy. The Company adopted a new Executive Severance Policy, consistent with the Company’s compensation philosophy, to provide fair and market-based treatment of its executives in all aspects of compensation and benefits, including appropriate severance measures. The Executive Severance Policy applies to all the Company’s executive officers (including the NEOs) other than any individual who has in effect a Key Employee Severance Agreement (KEESA). The Executive Severance Policy provides for severance benefits in the event of a termination without cause or for good reason as well as certain employment protections for two years following a change in control and enhanced severance benefits in the event that an executive officer’s employment is terminated without cause or for good reason within the period beginning 180 days before, and ending two years after, the date of a change in control. As explained in more detail below, each of the NEOs who previously had a KEESA agreed to terminate the NEO’s KEESA to be eligible for the Executive Severance Policy. |

  32. Our Committee’s role in setting NEO compensation

    The Committee reviews data from market surveys and proxy statements 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 closely align target 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.

  33. 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, including considering factors contained in applicable SEC rules and NYSE listing standards. Meridian Compensation Partners (“Meridian”) served as the Committee’s independent compensation consultant in 2023. In setting compensation for 2023, 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 fiftieth (50th) percentile of peer group data to be at approximately the median level. The Committee’s policy is to review the composition of the peer group we use for this purpose every year 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 2023, the Committee selected companies that it believed to be comparable to our Company by generally using the following criteria:

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

    | • | Comparable revenue (target companies with annual revenues ranging from approximately 0.5 to 2.0 times our estimated annual revenues and with an overall median revenue that approximates ours based on estimated revenues for 2023; the Company was positioned at the 51st percentile for this metric as of October 2023); | | • | Comparable market capitalization (the Company was positioned at the 53rd percentile for this metric as of October 2023); | | • | Similar industry (companies competing in an industry similar to ours and/or have the level of complexity and business model similar to ours); and | | • | Competing for talent (contain companies that we compete with for executive talent). |

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

    After completing its review in consultation with Meridian, the Committee decided to revise the peer group for 2023. As a result of the Altra acquisition, the Committee determined it was appropriate to revise the constituents to ensure our peers are appropriate in size, complexity, and business model. We removed five companies that had annual revenues less than ½ of Regal Rexnord’s anticipated post-Altra-acquisition revenue or no longer aligned to Regal Rexnord from a business model or complexity perspective. The Committee approved the addition of five companies that were determined to be appropriate from a business model or complexity perspective and which placed Regal Rexnord’s anticipated post-Altra-acquisition revenue near the median of the group. For 2023, the 19 companies in our peer group for purposes of NEO benchmarking were:

  36. 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. | | |

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

    | 2024 Proxy Statement • | | |

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

    Meridian benchmarked our executive compensation opportunities using (i) our 2023 peer group as the primary benchmark for our Chief Executive Officer, Executive Vice President, Chief Financial Officer, Executive Vice President, General Counsel and segment president positions and (ii) general industry survey data based on appropriate size cuts as an additional benchmark for our CEO, Executive Vice President, Chief Financial Officer and Executive Vice President, General Counsel positions, and as the only benchmark for our NEOs who are presidents of our operating segments. In reviewing and analyzing this data, Meridian considered information for each NEO position with respect to the following elements of total compensation:

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

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

    As a result of its 2023 review, the Committee approved increases to target total direct compensation for all of our NEOs. The Committee determined that these increases were consistent with our pay for performance compensation philosophy and aligned the target total direct compensation of our NEOs to market data. During 2022, the Committee also reviewed market data relating to perquisites provided to our NEOs using the same peer group and general industry survey data provided by Meridian discussed above. Consistent with prior years, we continued to limit the perquisites that we provide our NEOs. In addition to benchmarking and peer group analysis, Meridian also supported the Committee by advising with respect to the Company’s incentive plans, reviewing the Compensation Discussion & Analysis portion of our proxy statement, and advising on other topics as requested by the Committee.

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

    | 2024 Proxy Statement • | | |

  42. The Elements of Total Compensation

    | Program | Description | Period | | Cash Compensation | | | | Base Salary | Competitive pay based on scope, experience and performance | Annual | | Cash Incentive (ICP) | Annual cash incentive with target awards established for each participating associate | Annual | | | Payment under ICP is based on performance against key financial goals at both the total company and segment level. For our NEOs who are corporate officers, ICP is based 90% on total company performance and 10% on segment performance. For our NEOs who are segment presidents, ICP is based 40% on total company performance and 60% on segment performance Payments can be higher (subject to a cap) or lower than target, based on results, and are paid in a single payment following the end of the performance period | | | Long Term Incentive (“LTI”) Equity Awards | | | | SARs | The right to receive stock in an amount equal to the appreciation in value of a share of stock over the base price per share | Three years (ratable vesting on the first three anniversaries of the grant date) | | | The base price per share of all the SARs is equal to the closing market price of our common stock on the date of grant so that SARs will have value only if the market price of our common stock increases after the grant date | | | RSUs | The right to have us issue a share of our common stock upon the vesting date specified in the award, if the NEO remains employed by us on the vesting date | Three years (ratable vesting on the first three anniversaries of the grant date) | | PSUs | The right to have us issue a share of our common stock upon achievement of the performance conditions specified in the award | Three years (cliff vesting) | | | For 2023-2025 grants, the PSUs are based on a performance metric of total shareholder return (“TSR”), relative to our peer group | |

  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 as well as general industry data from Meridian’s Executive Compensation Database and made changes accordingly. As shown in the table above, the base salary for each of our NEOs increased during 2023. 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 2023 peer group companies. In the case of Mr. Pinkham and Mr. Rehard, in addition to their merit driven base salary increases, the Committee determined at mid-year to further supplement their base salaries in recognition of their performance in completing the acquisition of Altra. After taking 2023 changes into effect, the base salary 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 In fiscal year 2023, we provided annual cash incentive awards through our ICP. Under 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 2023, the Committee set performance goals (as described below under “ICP performance measures for 2023”) and a targeted level of annual cash incentive compensation for each NEO that could be earned for achievement of target performance. In consideration of segment realignment that occurred during the first quarter of 2023, to reflect changes in its management structure and operating model following completion of the Altra acquisition, the Committee determined that it was appropriate to divide ICP calculations into two distinct performance periods, as defined above. The First Performance Period and Second Performance Period allow for ICP calculations to more closely align with our pay for performance philosophy by accommodating the impact of segment realignment, completion of the Altra acquisition, and the Company’s performance objectives in consideration of those events. Our NEOs who are corporate officers, Mr. Pinkham, Mr. Rehard and Mr. Valentyn, have their ICP payout based 90% on measures related to total Company performance and based 10% on a policy deployment metric that consists of a weighted average of each operating segments’ performance against segment-specific policy deployment metrics. This allocation, more heavily weighted toward total Company performance than prior year, further serves to emphasize the importance of corporate officers’ focus on total company performance goals critical to stakeholder success. Our NEOs who are presidents of our operating segments have their ICP payout based 40% on measures related to total Company performance and 60% on measures related to performance for their respective operating segments. The segment-level portion of their ICP includes policy deployment metrics that are tailored to each operating segment’s key strategic objectives.

  45. ICP Performance Measures for 2023

    ICP Performance Measures for 2023 As previously disclosed, our NEOs who are corporate officers have their ICP payout based 90% on measures related to total Company performance and based 10% on a policy deployment metric that consists of a weighted average of each operating segment’s performance against segment-specific policy deployment metrics, whereas our NEOs who are presidents of our operating segments have their ICP payout based 40% on total Company performance and 60% on operating segment performance, including policy deployment metrics that are tailored to each operating segment’s key strategic objectives. The performance goals for our operating segments were tailored to align with each individual segment’s financial performance and strategic objectives. Examples of the policy deployment metrics selected by our four operating segments include revenue growth targets for specific products, digital/e-commerce-derived revenue growth, cost synergies, gross margin improvement, and net energy footprint reduction. Due to the highly-strategic and confidential nature of these objectives and the likelihood that disclosure would result in competitive harm to the Company, we have elected to disclose only our segments’ performance against their overall policy deployment goals. In the first quarter of 2023, the Company realigned its operating segments to reflect changes in its management structure and operating model following completion of the acquisition of Altra, more fully described in the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 9, 2023. The policy deployment performance goals are tailored to the business of each operating segment, and attainment is expected to occur over the course of the full fiscal year. As a result, the 2023 policy deployment goals remained aligned to and measured against our segment structure prior to this segment realignment, and the policy deployment measures did not include the results of businesses acquired as part of the Altra acquisition. Consistent with prior years, our ICP as originally established excludes the impact of certain extraordinary or non-recurring events. For the portion of our NEOs’ payout based on total Company and operating segment performance, the ICP performance measures were adjusted to exclude the impact of such extraordinary and non-recurring events, including the Altra acquisition and the anticipated sale of the industrial motors and generators business which comprises a majority of our Industrial Systems operating segment, such as restructuring and related costs, inventory step up adjustment, intangible amortization, share-based compensation expense, gain on sale of assets, impairments and exit-related costs, and tax adjustments as further described in our earnings releases for fiscal 2023.

  46. Total Company Performance Goals

    Total Company Performance Goals Our total Company performance measures were adjusted earnings per share, free cash flow, and policy deployment. We selected these measures as representative of the entire Company’s performance under the ICP because we considered them to be fundamental operational metrics of our business for 2023 that, when improved, would increase shareholder value. The total Company policy deployment calculation is a weighted average of each operating segment’s performance against segment-specific policy deployment metrics, and is intended to better align total Company ICP payout with the performance of our businesses and their respective goals. We defined these performance measures in the total Company ICP as follows:

  47. Total Company Performance Goals

    | • | “Adjusted Earnings per share” means adjusted diluted earnings per share as reported in our earnings releases for fiscal 2023. | | • | “Adjusted Free cash flow” means free cash flow as a percentage of adjusted net income as reported in our earnings releases for fiscal 2023. |

  48. Total Company Performance Goals

    | 2024 Proxy Statement • | | |

  49. Total Company Performance Goals

    For our total Company performance, the following targets were approved by the Committee for use under the ICP for the First Performance Period:

  50. Total Company Performance Goals

    | Total Company Performance Measures First Performance Period | Weight | Threshold | Target | Maximum | | Adjusted Earnings Per Share(1)(*) | 45% | $4.70 | $4.79 | $5.00 | | Adjusted Free Cash Flow (% of adjusted net income)(2) | 45% | 95% | 100% | 110% | | Policy Deployment(1)(3), which is a weighted average of: | 10% | | | | | Motion Control Solutions (“MCS”) (product-specific and digital/e-commerce growth, cost synergies, emissions reduction) *After segment realignment, MCS became Industrial Powertrain Solutions (“IPS”) and Automation and Motion Control (“AMC”) | 4.75% | | | | | Climate Solutions and Commercial Systems (product-specific revenue growth, cost synergies) *After segment realignment, Climate Solutions and Commercial Systems became Power Efficiency Solutions (“PES”) | 4% | | | | | Industrial Systems (gross margin improvement) | 1.25% | | | |

  51. Total Company Performance Goals

    | (1) | This performance measure does not include results of the businesses acquired from the Altra acquisition. | | (2) | This performance measure does include results of the businesses acquired from the Altra acquisition for the period of ownership. | | (3) | Due to the highly-strategic and confidential nature of the specific policy deployment objectives that were selected by our operating segments, 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 achievable in connection with strong performance. Payout results for each operating segments’ overall policy deployment goal is disclosed below. | | (*) | First Performance Period and Second Performance Period Threshold, Target and Maximum are additive for full year objectives. |

  52. Total Company Performance Goals

    For our total Company performance, the following targets were approved by the Committee for use under the ICP for the Second Performance Period:

  53. Total Company Performance Goals

    | Total Company Performance Measures Second Performance Period | Weight | Threshold | Target | Maximum | | Adjusted Earnings Per Share(1)(*) | 45% | $5.82 | $5.93 | $6.18 | | Adjusted Free Cash Flow (% of adjusted net income)(1) | 45% | 95% | 100% | 110% | | Policy Deployment(2)(3), which is a weighted average of: | 10% | | | | | MCS (product-specific and digital/e-commerce growth, cost synergies, emissions reduction) *After segment realignment, MCS became IPS and AMC | 4.75% | | | | | Climate Solutions and Commercial Systems (product-specific revenue growth, cost synergies) *After segment realignment, Climate Solutions and Commercial Systems became PES | 4% | | | | | Industrial Systems (gross margin improvement) | 1.25% | | | |

  54. Total Company Performance Goals

    | (1) | This performance measure does include results of the businesses acquired from the Altra acquisition for the period of ownership. | | (2) | This performance measure does not include results of the businesses acquired from the Altra acquisition. | | (3) | Due to the highly-strategic and confidential nature of the specific policy deployment objectives that were selected by our operating segments, 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 achievable in connection with strong performance. Payout results for each operating segments’ overall policy deployment goal is disclosed below. | | (*) | First Performance Period and Second Performance Period Threshold, Target and Maximum are additive for full year objectives. |

  55. Total Company Performance Goals

    | 2024 Proxy Statement • | | |

  56. Operating Segment Performance Goals

    Operating Segment Performance Goals The performance goals for all of our operating segments during the First Performance Period were adjusted EBITDA, free cash flow, and policy deployment. The performance goals for all of our operating segments during the Second Performance Period were adjusted EBITDA, DIO, and policy deployment. For the First Performance Period, we selected adjusted EBITDA and free cash flow, because we considered them to be fundamental operational metrics for all operating segments that, when improved, would improve year-over-year segment-level performance. As noted above, the Committee determined to substitute free cash flow for DIO and defer application of the DIO metric to the Second Performance Period, as DIO goals were established and DIO performance is measured based on year-long inventory reduction efforts. DIO ensures a strong focus on inventory management and reduction across the business however, it was no longer practical to apply this measure where ICP had been split into two distinct performance periods to account for the segment realignment and completion of the Altra acquisition in the first quarter of 2023. In support of our pay-for-performance philosophy, our policy deployment metrics align ICP payout with each operating segment’s strategic goals, our Regal Rexnord Business System, and our organization-wide focus on 80/20 and lean processes. We have only included detailed discussion below regarding the policy deployment metrics for segments relative to our NEOs. ICP calculations for Mr. Morton and Mr. Zaba during the First Performance Period, were based on their respective roles prior to segment realignment in the first quarter of 2023 and the completion of the Altra acquisition. Evaluation of performance prior to segment realignment during the First Performance Period accommodates the period of integration and leadership role transitions that followed those events. ICP calculations for Mr. Morton and Mr. Zaba during the Second Performance Period, were based on their respective roles after the segment realignment and completion of the Altra acquisition. As noted above, the 2023 policy deployment goals remained aligned to and measured against our segment structure prior to segment realignment, and the policy deployment measures did not include the results of businesses acquired as part of the Altra acquisition. The Committee determined that this approach was prudent in order to reinforce the Company’s pay-for-performance philosophy and to appropriately take into account the impact of the Altra transaction. Mr. Morton’s ICP payout for the First Performance Period is based on the performance of what was formerly our Motion Control Solutions operating segment and the Industrial Systems operating segment as he had served as the President of Motion Control Solutions Integration and was providing leadership support for certain elements of the Industrial Systems operating segment prior to segment realignment in the first quarter of 2023. Mr. Morton’s ICP payout for the Second Performance Period is based on the performance of what was formerly our Motion Control Solutions operating segment, and the Industrial Systems and Industrial Powertrain Solutions operating segments as he transitioned to the role of President of Industrial Powertrain Solutions and continued to provide broader leadership support for the Industrial Systems segment after segment realignment. Mr. Zaba’s ICP payout for the First Performance Period is based on the performance of what was formerly our Motion Control Solutions operating segment as he was serving as the President of Motion Control Solutions prior to segment realignment and the acquisition of Altra in the first quarter of 2023. Mr. Zaba’s ICP payout for the Second Performance Period is based on the performance of what was formerly our Motion Control Solutions operating segment and the Automation and Motion Control operating segments as he transitioned to the role of President of Automation and Motion Control after segment realignment and the acquisition of Altra during the first quarter of 2023. We defined adjusted EBITDA, free cash flow, and days inventory outstanding in the ICP as follows:

  57. Operating Segment Performance Goals

    | • | “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, and (xii) share-based compensation. | | • | “Adjusted Free cash flow” means free cash flow as a percentage of adjusted net income as reported in our earnings releases for fiscal 2023. | | • | “Days Inventory Outstanding” or “DIO” means the number of days the current stock of inventory as of December 2023 will last, based on 90 days’ usage of cost of goods sold as compared with same period of the prior year. |

  58. Operating Segment Performance Goals

    | 2024 Proxy Statement • | | |

  59. Operating Segment Performance Goals

    For the 60% of Mr. Zaba’s ICP payout for the First Performance Period, which depends on the performance of what was formerly our Motion Control Solutions operating segment, the following targets were approved by the Committee:

  60. Operating Segment Performance Goals

    | Segment Performance Measures First Performance Period | Overall ICP Weight | Threshold | Target | Maximum | | MCS Adjusted EBITDA ($ in millions)(1) | 27% | $297.8 | $323.6 | $336.6 | | Adjusted Free Cash Flow (% of adjusted net income)(2) | 21% | 95% | 100% | 110% | | MCS Policy Deployment(1)(3) | 12% | | | |

  61. Operating Segment Performance Goals

    | (1) This performance measure does not include results of the businesses acquired from the Altra acquisition. | | (2) This performance measure includes results of the businesses acquired from the Altra acquisition for the period of ownership. | | (3) Due to the highly-strategic and confidential nature of the specific policy deployment objective that was selected by our MCS operating segment, disclosure of the threshold, target and maximum achievement levels for that objective would result in competitive harm to the Company. However, goals are set at levels we believe to be challenging but achievable in connection with strong performance. Overall payout is disclosed below. |

  62. Operating Segment Performance Goals

    For the 60% of Mr. Zaba’s ICP payout for the Second Performance Period, which depends on the performance of our Automation and Motion Control operating segment and what was formerly the Motion Control Solutions operating segment’s Policy Deployment initiatives, the following targets were approved by the Committee:

  63. Operating Segment Performance Goals

    | Segment Performance Measures Second Performance Period | Overall ICP Weight | Threshold | Target | Maximum | | AMC Adjusted EBITDA ($ in millions)(1) | 27% | $210.3 | $228.6 | $237.8 | | AMC DIO(1) | 21% | 88.4 | 84.2 | 80.8 | | MCS Policy Deployment(2)(3) | 12% | | | |

  64. Operating Segment Performance Goals

    | (1) This performance measure includes results of the businesses acquired from the Altra acquisition for the period of ownership. | | (2) This performance measure does not include results of the businesses acquired from the Altra acquisition. | | (3) Due to the highly-strategic and confidential nature of the specific policy deployment objective that was selected by our MCS operating segment, disclosure of the threshold, target and maximum achievement levels for that objective would result in competitive harm to the Company. However, goals are set at levels we believe to be challenging but achievable in connection with strong performance. Overall payout is disclosed below. |

  65. Operating Segment Performance Goals

    For the 60% of Mr. Morton’s ICP payout for the First Performance Period, which depends on the performance of what was formerly Motion Control Solutions and the Industrial Systems operating segments, the following targets were approved by the Committee:

  66. Operating Segment Performance Goals

    | Segment Performance Measures First Performance Period | Overall ICP Weight | Threshold | Target | Maximum | | MCS and Industrial Systems North America, EMEA and Global Generators Adjusted EBITDA ($ in millions)(1) | 27% | $313.9 | $342.9 | $357.0 | | Adjusted Free Cash Flow (% of adjusted net income)(2) | 21% | 95% | 100% | 110% | | MCS and Industrial Systems Policy Deployment(1)(3) | 12% | | | |

  67. Operating Segment Performance Goals

    | (1) This performance measure does not include results of the businesses acquired from the Altra acquisition. | | (2) This performance measure includes results of the businesses acquired from the Altra acquisition for the period of ownership. | | (3) Due to the highly-strategic and confidential nature of the specific policy deployment objective that was selected by our MCS and Industrial Systems operating segments, disclosure of the threshold, target and maximum achievement levels for that objective would result in competitive harm to the Company. However, goals are set at levels we believe to be challenging but achievable in connection with strong performance. Overall payout is disclosed below. |

  68. Operating Segment Performance Goals

    | 2024 Proxy Statement • | | |

  69. Operating Segment Performance Goals

    For the 60% of Mr. Morton’s ICP payout for the Second Performance Period, which depends on the performance of our Industrial Powertrain Solutions operating segment, the Industrial Systems operating segment, and what was formerly the Motion Control Solutions operating segment’s Policy Deployment initiatives, the following targets were approved by the Committee:

  70. Operating Segment Performance Goals

    | Segment Performance Measures Second Performance Period | Overall ICP Weight | Threshold | Target | Maximum | | Industrial Systems Adjusted EBITDA ($ in millions) | 2.7% | $38.2 | $45.4 | $48.2 | | Industrial Systems DIO | 2.1% | 170.9 | 154.0 | 147.8 | | IPS Adjusted EBITDA ($ in millions)(1) | 24.3% | $321.2 | $349.1 | $363.1 | | IPS DIO(1) | 18.9% | 107.4 | 102.3 | 98.2 | | MCS and Industrial Systems Policy Deployment(2)(3) | 12% | | | |

  71. Operating Segment Performance Goals

    | (1) This performance measure includes results of the businesses acquired from the Altra acquisition for the period of ownership. | | (2) This performance measure does not include results of the businesses acquired from the Altra acquisition. | | (3) Due to the highly-strategic and confidential nature of the specific policy deployment objective that was selected by our MCS and Industrial Systems operating segments, disclosure of the threshold, target and maximum achievement levels for that objective would result in competitive harm to the Company. However, goals are set at levels we believe to be challenging but achievable in connection with strong performance. Overall payout is disclosed below. |

  72. Operating Segment Performance Goals

    The payout structure for both total Company and our operating segments was designed to reward performance where results are greater than target and reduce the bonus where results are less than target. If the maximums were met for any of the performance metrics, then the NEOs would be eligible to receive 200% of their target amount for that metric. If the targets 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 thresholds 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 actual results were to fall between threshold and target, or target and maximum, then the payout percentage would be interpolated on a non-linear basis between threshold and target, or target and maximum, respectively, such that the rate of increase is greater at levels immediately above threshold than for levels closer to target.

  73. Operating Segment Performance Goals

    | 2024 Proxy Statement • | | |

  74. ICP Results for 2023

    | Total Company Performance Measures First Performance Period | Weight | Actual Results | Above/Below Target | Payout % | | Adjusted Earnings Per Share(1)(*) | 45% | $4.76 | $(0.03) | 29.2% | | Adjusted Free Cash Flow (% of adjusted net income)(2)(†) | 45% | 478% | 378% | 90% | | Policy Deployment(1)(3), which is a weighted average of: | 10% | | | | | MCS (product-specific and digital/e-commerce growth, cost synergies, emissions reduction) *After segment realignment, MCS became IPS and AMC | 4.75% | | | 5.5% | | Climate Solutions and Commercial Systems (product-specific revenue growth, cost synergies) *After segment realignment, Climate Solutions and Commercial Systems became PES | 4% | | | 3.4% | | Industrial Systems (gross margin improvement) | 1.25% | | | 0% | | Total Company Performance - First Performance Period: | 100% | — | — | 128.1% |

  75. ICP Results for 2023

    | (1) | This performance measure does not include results of the businesses acquired from the Altra acquisition. | | (2) | This performance measure includes results of the businesses acquired from the Altra acquisition for the period of ownership. | | (3) | Due to the highly-strategic and confidential nature of the specific policy deployment objectives that were selected by our operating segments, disclosure of actual results for these objectives would result in competitive harm to the Company. As a result, we have elected to disclose only the overall payout percentage for our operating segments’ policy deployment metrics. | | (*) | First Performance Period and Second Performance Period Threshold, Target and Maximum are additive for full year objectives. | | (†) | If this measure were also adjusted for amortization net of tax by $103.1 million, Adjusted Free Cash Flow (% of adjusted net income) would be 199% which would not impact the ICP payout results. |

  76. ICP Results for 2023

    | Total Company Performance Measures Second Performance Period | Weight | Actual Results | Above/Below Target | Payout % | | Adjusted Earnings Per Share(1)(*) | 45% | $4.46 | $(1.47) | 0% | | Adjusted Free Cash Flow (% of adjusted net income)(1)(†) | 45% | 507% | 407% | 90% | | Policy Deployment(2)(3), which is a weighted average of: | 10% | | | | | MCS (product-specific and digital/e-commerce growth, cost synergies, emissions reduction) *After segment realignment, MCS became IPS and AMC | 4.75% | | | 5.5% | | Climate Solutions and Commercial Systems (product-specific revenue growth, cost synergies) *After segment realignment, Climate Solutions and Commercial Systems became PES | 4% | | | 3.4% | | Industrial Systems (gross margin improvement) | 1.25% | | | 0% | | Total Company Performance - Second Performance Period: | 100% | — | — | 98.9% |

  77. ICP Results for 2023

    | (1) | This performance measure includes results of the businesses acquired from the Altra acquisition for the period of ownership. | | (2) | This performance measure does not include results of the businesses acquired from the Altra acquisition. | | (3) | Due to the highly-strategic and confidential nature of the specific policy deployment objectives that were selected by our operating segments, disclosure of actual results for these objectives would result in competitive harm to the Company. As a result, we have elected to disclose only the overall payout percentage for our operating segments’ policy deployment metrics. | | (*) | First Performance Period and Second Performance Period Threshold, Target and Maximum are additive for full year objectives. | | (†) | If this measure were also adjusted for amortization net of tax by $130.8 million, Adjusted Free Cash Flow (% of adjusted net income) would be 169% which would not impact the ICP payout results. |

  78. ICP Results for 2023

    | Segment Performance Measures First Performance Period | Weight (Morton) | Weight (Zaba) | Actual Results | Above/Below Target | Payout % | | MCS Adjusted EBITDA ($ in millions)(1) | 0% | 27% | $308.4 | $(15.2) | 18% | | Adjusted Free Cash Flow (% of adjusted net income)(2)(†) | 21% | 21% | 478% | 378% | 70% | | MCS Policy Deployment(1)(3) | 0% | 12% | | | 23.7% | | MCS and Industrial Systems North America, EMEA and Global Generators Adjusted EBITDA ($ in millions)(1) | 27% | 0% | $316.4 | $(26.5) | 17% | | MCS Policy Deployment(1)(3) | 10.8% | 0% | | | 21.8% | | Industrial Systems Policy Deployment(1)(3) | 1.2% | 0% | | | 0% | | Morton (MCS, Industrial Systems North America, EMEA and Global Generators and Industrial Systems) Total: | 60% | — | — | — | 108.8% | | Zaba (MCS) Total: | — | 60% | — | — | 111.7% |

  79. ICP Results for 2023

    | Segment Performance Measures Second Performance Period | Weight (Morton) | Weight (Zaba) | Actual Results | Above/Below Target | Payout % | | AMC Adjusted EBITDA ($ in millions)(1) | 0% | 27% | $187.6 | $(41.9) | 0% | | AMC DIO(1) | 0% | 21% | 98.0 | (13.8) | 0% | | MCS Policy Deployment(2)(3) | 0% | 12% | | | 23.7% | | Industrial Systems Adjusted EBITDA ($ in millions) | 2.7% | 0% | $21.7 | $(23.8) | 0% | | Industrial Systems DIO | 2.1% | 0% | 177.9 | (23.9) | 0% | | Industrial Systems Policy Deployment(3) | 1.2% | 0% | | | 0% | | IPS Adjusted EBITDA ($ in millions)(1) | 24.3% | 0% | $281.9 | $67.2 | 0% | | IPS DIO(1) | 18.9% | 0% | 106.8 | (4.5) | 4.2% | | MCS Policy Deployment(2)(3) | 10.8% | 0% | | | 23.7% | | Morton (Industrial Systems, IPS and MCS) Total: | 60% | — | — | — | 27.9% | | Zaba (AMC and MCS) Total: | — | 60% | — | — | 23.7% |

  80. NEO Payouts Based on 2023 ICP Results

    NEO Payouts Based on 2023 ICP Results The NEOs earned payouts for 2023 in the following amounts:

  81. NEO Payouts Based on 2023 ICP Results

    | Name | Annual Incentive Compensation | | Louis V. Pinkham | $1,760,822 | | Robert J. Rehard | $665,537 | | Jerrald R. Morton | $352,035 | | Thomas E. Valentyn | $433,754 | | Kevin J. Zaba | $391,079 |

  82. Long-Term Incentives

    Long-Term Incentives

  83. 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 and allow our NEOs to earn above-median compensation only if our shareholders experience appreciation in their equity holdings. In 2023, we made determinations concerning long-term equity-based awards in January, at the same time we completed our annual performance reviews. Grants of these awards were effective on February 23, 2023. The Committee granted long-term incentives in the form of SARs, RSUs and PSUs. See “The Elements of Total Compensation” table at the beginning of this section for a summary of each of these award types, and “Long-Term Incentives — Performance Share Units (PSUs)” for a detailed description of our PSUs. These awards were granted under our 2018 Equity Incentive Plan that was approved by our shareholders at our 2018 annual meeting of shareholders (our “2018 Plan”). The proportion of overall long-term incentive target value represented by each form of award granted to our NEOs in 2023 was 50% PSUs, 25% SARs and 25% RSUs. The Committee granted PSUs, SARs and RSUs to each of our NEOs in 2023 in the amounts indicated below in the “Grants of Plan-Based Awards Table for Fiscal 2023” and the narrative following the table. We value SARs using a Black-Scholes formula and PSUs using fair value. Consistent with our overall compensation philosophy, the Committee, after consultation with Meridian, granted long-term compensation awards at levels approximating the median level of these awards granted by the companies in our peer group. The target long-term incentive levels set by the Committee did not affect decisions regarding other compensation elements.

  84. Performance Share Units (PSUs)

    Performance Share Units (PSUs) The PSUs granted in fiscal 2023 used TSR as the sole performance metric. The TSR performance metric is achieved based on our total shareholder return relative to our peer group over our fiscal years 2023-2025, as follows:

  85. Performance Share Units (PSUs)

    | • | TSR below 25th percentile of our peer group will result in zero PSUs being earned; | | • | TSR at the 25th percentile of our peer group will result in the threshold number of PSUs (which is 25% of the target PSUs) being earned; | | • | TSR at the 50th percentile of our peer group, will result in the target number of PSUs being earned; | | • | TSR at the 75th percentile of our peer group, will result in the maximum number of PSUs (which is 200% of the target PSUs) being earned; and | | • | TSR between the 25th and 50th percentile of our peer group, or between the 50th and 75th percentile of our peer group, will result in the number of PSUs earned being interpolated between threshold and target, or between target and maximum, respectively. |

  86. Performance Share Units (PSUs)

    | 2024 Proxy Statement • | | |

  87. 2021 PSU Results

    2021 PSU Results In 2023, the three-year performance period for the PSUs that we granted to our NEOs in 2021 (the “2021 PSUs”) was completed. The PSUs granted in fiscal 2021 had two performance metrics, TSR and ROIC. Half of the 2021 PSUs were subject to the TSR performance metric and half were subject to the ROIC metric. The ROIC metric related to the PSUs granted in 2021 was established such that the ROIC target for 2021 was established at time of the grant as 9.2%, and the ROIC targets for years two and three of the performance period were established on the first and second anniversaries of the grant as 12.7% and 14.0%, respectively. The payout is based 25% on performance against the cumulative target and 25% each on annual performance against the three annual targets. Results for our 2021 ROIC PSUs substantially exclude the impact of all acquisitions that occurred during the three-year performance period. Based on our performance for the period ending in 2023, our TSR of 26.14% was at the 43.75th percentile of our peer group, resulting in 81.25% of the 2021 TSR PSUs being earned. Based on our performance for the period ending in 2023, our ROIC performance against the cumulative target and against each of the three annual performance targets resulted in 177% of the 2021 ROIC PSUs being earned.

  88. 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.” Prior to 2023, we had entered into KEESAs with Mr. Pinkham, Mr. Rehard and Mr. Valentyn that provided for certain employment protections and severance benefits in the event of a change in control. However, in connection with our adoption of the Executive Severance Policy, we entered into an agreement with each to terminate their KEESAs and instead provide for their participation in the Executive Severance Policy. Mr. Morton and Mr. Zaba were never party to a KEESA agreement however they are eligible for the Executive Severance Policy. The purpose of the KEESAs was to focus our NEOs on taking actions in the best interests of our shareholders without regard to whether such action may ultimately have an impact on their job security, and to avoid the loss of key managers that may occur in connection with an anticipated or actual change in control. The terms of the KEESAs are described below under the heading “Potential Payments Upon Termination or Change in Control – KEESAs.” As referenced above, during 2023, we adopted the Executive Severance Policy. The Committee’s two primary objectives with respect to the policy were to provide severance benefits (both before and after a change in control) that are more internally consistent among our executives and also more competitive with the severance benefits offered by our peer companies. The Executive Severance Policy, like the KEESAs, 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.”

  89. Summary Compensation Table

    Summary Compensation Table 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, SARs 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 Vice President, Chief Financial Officer, and each of our three other most highly compensated executive officers as of December 31, 2023, the last day of our most recent fiscal year. In accordance with the rules of the SEC, the table includes information for the fiscal years ended January 2, 2021, January 1, 2023, and December 31, 2023.

  90. Summary compensation table for fiscal years 2021-2023

    Summary compensation table for fiscal years 2021-2023

  91. Summary compensation table for fiscal years 2021-2023

    | 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 | 2023 | 1,119,493 | – | 7,048,379 | 1,643,723 | 1,760,822 | – | 233,072 | 11,805,489 | | Chief Executive Officer | 2022 | 1,078,945 | – | 4,465,248 | 1,381,238 | 1,516,365 | – | 203,203 | 8,644,999 | | | 2021 | 1,006,250 | – | 3,035,253 | 1,191,734 | 1,978,032 | – | 190,286 | 7,401,555 | | Robert J. Rehard | 2023 | 655,810 | – | 2,186,543 | 512,515 | 665,537 | – | 153,879 | 4,174,284 | | EVP & Chief Financial Officer | 2022 | 603,720 | – | 1,139,417 | 350,005 | 510,833 | – | 116,614 | 2,720,589 | | | 2021 | 556,200 | – | 841,664 | 331,256 | 684,029 | – | 102,592 | 2,515,741 | | Jerrald R. Morton | 2023 | 484,995 | – | 1,221,830 | 287,477 | 352,035 | 28,559 | 103,821 | 2,478,717 | | EVP & President, Industrial Powertrain Solutions | 2022 | 468,936 | – | 645,544 | 199,991 | 316,786 | – | 259,775 | 1,891,032 | | | 2021 | 408,697 | – | 727,139 | 168,734 | 471,606 | – | 65,929 | 1,842,105 | | Thomas E. Valentyn | 2023 | 487,901 | – | 1,168,247 | 271,867 | 433,754 | – | 113,072 | 2,474,841 | | EVP, General Counsel and Secretary | 2022 | 487,838 | – | 618,225 | 187,497 | 381,910 | – | 108,500 | 1,783,970 | | | 2021 | 462,341 | – | 524,233 | 206,239 | 492,786 | – | 75,402 | 1,761,001 | | Kevin J. Zaba EVP & President, Automation and Control | 2023 | 543,512 | – | 1,379,839 | 337,503 | 391,079 | – | 62,266 | 2,714,199 | | | 2022 | 538,175 | – | 1,012,467 | 337,511 | 378,563 | – | 45,916 | 2,312,632 |

  92. Summary compensation table for fiscal years 2021-2023

    | (1) The salary amounts shown in the table reflect amounts actually earned during the year, rather than the annual base salary rates in effect any point in time. |

  93. Summary compensation table for fiscal years 2021-2023

    | 2024 Proxy Statement • | | |

  94. Summary compensation table for fiscal years 2021-2023

    | (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 — $5,076,932; Mr. Rehard — $1,582,850; Mr. Morton — $887,987; Mr. Valentyn — $839,646; and Mr. Zaba — $1,042,295. The values of the 2023 PSUs at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Pinkham — $10,153,863; Mr. Rehard — $3,165,700; Mr. Morton — $1,775,974; Mr. Valentyn — $1,679,293; and Mr. Zaba — $2,084,590. 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 2023, 2022 and 2021 are included under the caption “Shareholders’ Equity” in Note 10 of the Notes to Consolidated Financial Statements in the 2023, 2022 and 2021 Annual Reports on Form 10-K, and such information is incorporated herein by reference. For the 50% of the PSUs awarded in 2021 that will be earned or forfeited based on a performance metric of ROIC, the ROIC metric was established such that the ROIC target for the first year and for the cumulative three-year period were established at the time of grant, and the ROIC targets for years two and three of the performance periods will be established, respectively, on the first and second anniversaries of the grant. The payout will be based 25% on performance against the cumulative target and 25% each on annual performance against the three annual targets. Because the performance goals for a portion of these ROIC-based PSUs were not determined in 2021, under ASC Topic 718, that portion of the PSUs is not considered to have been granted for purposes of GAAP. Instead, the grant date fair value for that portion of the PSUs will be shown in the year in which the ROIC goals are set rather than in 2021. Accordingly, the following amounts included as 2023 compensation reflect the portion of the 2021 ROIC-based PSUs for which the performance goals were determined in 2023: Mr. Pinkham — $327,675; Mr. Rehard — $91,132; Mr. Morton — $46,414; and Mr. Valentyn — $56,746. | | (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 2023, 2022 and 2021 are included under the caption “Shareholders’ Equity” in Note 10 of the Notes to Consolidated Financial Statements in the 2023, 2022 and 2021 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. Mr. Morton’s number of years of credited service under the Regal Pension Plan vary based on the applicable portion of the plan, with 29 years being his highest number of years of credited service. | | (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, Mr. Pinkham’s and Mr. Valentyn’s spouses accompanied them on business travel on the company airplane during 2023, but, because there was no incremental cost associated with such spousal travel, no amount has been included in Mr. Pinkham’s or Mr. Valentyn’s 2023 compensation as a result of such travel. |

  95. Summary compensation table for fiscal years 2021-2023

    | Name | Company Car Use ($) | Relocation Reimbursement ($) | Club Membership Dues ($) | Life Insurance Premiums ($) | Executive Physical ($) | Company Contribution to 401(k) Plan ($) | Company Contribution to SDCRP ($) | Pension Transition Credit Payment ($) | Total ($) | | Louis V. Pinkham | 4,450 | — | 16,150 | 1,872 | — | 13,200 | 197,400 | — | 233,072 | | Robert J. Rehard | 6,717 | — | — | 1,872 | — | 13,200 | 132,090 | — | 153,879 | | Jerrald R. Morton | 10,012 | 24,882 | — | 1,872 | — | 13,200 | 37,080 | 16,775 | 103,821 | | Thomas E. Valentyn | 8,750 | — | — | 1,872 | — | 13,200 | 89,250 | — | 113,072 | | Kevin J. Zaba | 6,154 | — | — | 1,872 | — | 13,200 | 41,040 | — | 62,266 |

  96. Summary compensation table for fiscal years 2021-2023

    | 2024 Proxy Statement • | | |

  97. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding all incentive plan awards that the Committee made to our NEOs during fiscal 2023, 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, option 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.

  98. Grants of plan-based awards table for fiscal 2023

    Grants of plan-based awards table for fiscal 2023

  99. Grants of plan-based awards table for fiscal 2023

    | | | | 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) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Date of Committee Action | Threshold ($) | Original Target ($) | Maximum ($) (at 200%) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Louis V. Pinkham | 2/23/2023 | 1/23/2023 | | | | 5,330 | 21,320 | 42,640 | | | | 5,076,932 | | | 2/23/2023 | 1/23/2023 | | | | – | 2,125 | 4,250 | | | | 327,675 | | | 2/23/2023 | 1/23/2023 | | | | | | | 10,660 | | | 1,643,722 | | | 2/23/2023 | 1/23/2023 | | | | | | | | 30,327 | 154.2 | 1,643,723 | | | | | – | 1,560,000 | 3,120,000 | | | | | | | | | Robert J. Rehard | 2/23/2023 | 1/23/2023 | | | | 1,662 | 6,647 | 13,294 | | | | 1,582,850 | | | 2/23/2023 | 1/23/2023 | | | | – | 591 | 1,182 | | | | 91,132 | | | 2/23/2023 | 1/23/2023 | | | | | | | 3,324 | | | 512,561 | | | 2/23/2023 | 1/23/2023 | | | | | | | | 8,292 | 154.2 | 512,515 | | | | | – | 589,050 | 1,178,100 | | | | | | | | | Jerrald R. Morton | 2/23/2023 | 1/23/2023 | | | | 932 | 3,729 | 7,458 | | | | 887,987 | | | 2/23/2023 | 1/23/2023 | | | | – | 301 | 602 | | | | 46,414 | | | 2/23/2023 | 1/23/2023 | | | | | | | 1,864 | | | 287,529 | | | 2/23/2023 | 1/23/2023 | | | | | | | | 5,304 | 154.2 | 287,477 | | | | | – | 412,000 | 824,000 | | | | | | | | | Thomas E. Valentyn | 2/23/2023 | 1/23/2023 | | | | 882 | 3,526 | 7,052 | | | | 839,646 | | | 2/23/2023 | 1/23/2023 | | | | – | 368 | 736 | | | | 56,746 | | | 2/23/2023 | 1/23/2023 | | | | | | | 1,763 | | | 271,855 | | | 2/23/2023 | 1/23/2023 | | | | | | | | 5,016 | 154.2 | 271,867 | | | | | – | 382,500 | 765,000 | | | | | | | | | Kevin J. Zaba | 2/23/2023 | 1/23/2023 | | | | 1,094 | 4,377 | 8,754 | | | | 1,042,295 | | | 2/23/2023 | 1/23/2023 | | | | | | | 2,189 | | | 337,544 | | | 2/23/2023 | 1/23/2023 | | | | | | | | 6,227 | 154.2 | 337,503 | | | | | – | 456,000 | 912,000 | | | | | | | |

  100. Grants of plan-based awards table for fiscal 2023

    | 2024 Proxy Statement • | | |

  101. Grants of plan-based awards table for fiscal 2023

    | (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, 2023. The amounts earned under these awards based on performance during fiscal year 2023 are shown in the “Non-Equity Incentive Compensation” column for fiscal year 2023 in the Summary Compensation Table. | | (2) The first row in these columns for each NEO shows the range of potential payouts for the PSUs 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 2023 to 2025 and will be determined after the end of fiscal year 2025. The second row in these columns, and in the end column of this table, for each NEO other than Mr. Zaba shows the portion of the ROIC-based PSUs originally granted in 2021 that relate to an annual performance goal established in 2023, the second of the three annual performance periods to which a portion of such PSUs relates, and the fair value associated with such portion. Because the performance goals for that portion of these ROIC-based PSUs were not determined in 2021, under ASC Topic 718, that portion of the PSUs was not considered to have been granted for purposes of GAAP. Instead, the grant date fair value for that portion of the PSUs is shown in the year in which the ROIC goals are set rather than in 2021. | | (3) The amounts shown in this column reflect the number of RSUs we granted to each NEO pursuant to our 2023 Plan. |

  102. Outstanding Equity Awards at Fiscal 2023 Year-End

    Outstanding Equity Awards at Fiscal 2023 Year-End The following table sets forth information on outstanding stock options, SARs and other equity-based awards held by our NEOs on December 31, 2023, 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 option and SAR.

  103. Outstanding equity awards at fiscal 2023 year-end

    Outstanding equity awards at fiscal 2023 year-end

  104. Outstanding equity awards at fiscal 2023 year-end

    | | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(2) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | | Louis V. Pinkham(4) | 42,420 | 10,605(5) | 78.05 | 8/5/2029 | | | | | | | 45,326 | – | 84.39 | 2/18/2030 | | | | | | | 22,361 | 11,013(6) | 133.77 | 2/23/2031 | | | | | | | 11,125 | 21,598(7) | 151.27 | 2/23/2032 | | | | | | | – | 30,327(8) | 154.20 | 2/23/2032 | | | | | | | | | | | 19,887(9) | 2,943,674 | 37,114 | 5,493,614 | | Robert J. Rehard | 2,148 | – | 74.56 | 12/5/2025 | | | | | | | 3,317 | – | 54.79 | 11/5/2026 | | | | | | | 2,164 | – | 76.99 | 10/5/2027 | | | | | | | 7,730 | – | 74.04 | 9/5/2028 | | | | | | | 12,306 | 3,076(9) | 78.05 | 8/5/2029 | | | | | | | 12,340 | – | 84.39 | 2/18/2030 | | | | | | | 6,215 | 3,061(10) | 133.77 | 2/23/2031 | | | | | | | 2,819 | 5,473(11) | 151.27 | 2/23/2032 | | | | | | | – | 9,456(12) | 154.20 | 2/23/2032 | | | | | | | | | | | 5,743(13) | 850,079 | 10,649 | 1,576,265 | | Jerrald R. Morton | 2,070 | – | 74.56 | 12/5/2025 | | | | | | | 5,172 | – | 54.79 | 11/5/2026 | | | | | | | 3,376 | – | 76.99 | 10/5/2027 | | | | | | | 3,408 | – | 74.04 | 9/5/2028 | | | | | | | 3,021 | 755(14) | 78.05 | 8/5/2029 | | | | | | | 6,170 | – | 84.39 | 2/18/2030 | | | | | | | 3,166 | 1,559(15) | 133.77 | 2/23/2031 | | | | | | | 1,610 | 3,128(16) | 151.27 | 2/23/2032 | | | | | | | – | 5,304(17) | 154.20 | 2/23/2032 | | | | | | | | | | | 3,814(18) | 568,362 | 6,016 | 890,488 |

  105. Outstanding equity awards at fiscal 2023 year-end

    | 2024 Proxy Statement • | | |

  106. Outstanding equity awards at fiscal 2023 year-end

    | Thomas E. Valentyn | 9,381 | – | 54.79 | 11/5/2026 | | | | | | | 7,651 | – | 76.99 | 10/5/2027 | | | | | | | 8,825 | – | 74.04 | 9/5/2028 | | | | | | | 8,218 | 2,054(19) | 78.05 | 8/5/2029 | | | | | | | 7,404 | – | 84.39 | 2/18/2030 | | | | | | | 3,870 | 1,905(20) | 133.77 | 2/23/2031 | | | | | | | 1,510 | 2,932(21) | 151.27 | 2/23/2032 | | | | | | | – | 5,016(22) | 154.20 | 2/23/2032 | | | | | | | 9,381 | – | 54.79 | 11/5/2026 | | | | | | | | | | | 3,131(23) | 463,451 | 5,670 | 839,273 | | Kevin J. Zaba | 3,070 | – | 62.92 | 5/25/2028 | | | | | | | – | 20,153(24) | 98.16 | 2/16/2031 | | | | | | | 2,718 | 5,278(25) | 151.27 | 2/23/2032 | | | | | | | – | 6,227(26) | 154.20 | 2/23/2032 | | | | | | | | | | | 6,047(27) | 895,077 | 8,236 | 1,219,093 |

  107. Outstanding equity awards at fiscal 2023 year-end

    | (1) Exercisable stock options are vested. Unexercisable stock options vest as noted. | | (2) RSUs vest as noted. PSUs are shown in the table at their target levels and, solely for purposes of this table, exclude the impact of dividend equivalent reinvestments. As of the last day of fiscal year 2023, PSUs were eligible to be earned as follows, at their target levels: For Mr. Pinkham: 15,794 units were eligible to be earned based on performance through the end of fiscal year 2024 and 21,320 units were eligible to be earned based on performance through the end of the fiscal year 2024. For Mr. Rehard:4,002 units were eligible to be earned based on performance through the end of fiscal year 2024 and 6,647 units were eligible to be earned based on performance through the end of the fiscal year 2025. For Mr. Morton: 2,287 units were eligible to be earned based on performance through the end of fiscal year 2024 and 3,729 units were eligible to be earned based on performance through the end of the fiscal year 2025. For Mr. Valentyn: 2,144 units were eligible to be earned based on performance through the end of fiscal year 2024 and 3,526 units were eligible to be earned based on performance through the end of the fiscal year 2025. For Mr. Zaba: 3,859 units were eligible to be earned based on performance through the end of the fiscal year 2024 and 4,377 units were eligible to be earned based on performance through the end of fiscal year 2025. The PSUs shown as eligible to be earned in this table do not include additional PSUs that were credited pursuant to related DEUs. Such additional PSUs are subject to the same terms and conditions, including vesting and time of settlement, as the original PSUs. | | (3) Based on $148.02 per share closing price of our common stock on the New York Stock Exchange on the last trading day of our fiscal year 2023. | | (4) The vesting of Mr. Pinkham’s equity-based awards shown in this table is subject to the provisions of his employment agreement, which is described under the heading “Potential Payments on a Termination or Change in Control—Employment Agreement.” | | (5) These SARs vest with respect to 10,605 shares on 5/8/2024. | | (6) These SARs vest with respect to 11,013 shares on 2/23/2024. | | (7) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (8) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (9) RSUs generally vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (10) These SARs vest with respect to 3,061 shares on 2/23/2024. | | (11) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (12) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (13) RSUs generally vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (14) These SARs vest with respect to 755 shares on 5/8/2024. | | (15) These SARs vest with respect to 1,559 shares on 2/23/2024. | | (16) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (17) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (18) RSUs generally vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (19) These SARs vest with respect to 2,054 shares on 5/8/2024. | | (20) These SARs vest with respect to 1,905 shares on 2/23/2024. | | (21) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (22) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. |

  108. Outstanding equity awards at fiscal 2023 year-end

    | 2024 Proxy Statement • | | |

  109. Outstanding equity awards at fiscal 2023 year-end

    | (23) RSUs generally vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (24) These stock options vest with respect to 20,153 shares on 2/16/2024. | | (25) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (26) These SARs were granted ten years before the expiration date and vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. | | (27) RSUs generally vest 34% on the first anniversary, 67% on the second anniversary and 100% on the third anniversary of the date of the grant. |

  110. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth information relating to the number of stock options and SARs exercised and the stock awards that vested during the last fiscal year for each of our NEOs on an aggregate basis.

  111. Option exercises and stock vested for fiscal 2023

    Option exercises and stock vested for fiscal 2023

  112. Option exercises and stock vested for fiscal 2023

    | | Option Awards | | Stock Awards | | | 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 | 0 | 0 | 44,117 | 7,113,626 | | Robert J. Rehard | 0 | 0 | 11,487 | 1,852,329 | | Jerrald R. Morton | 0 | 0 | 6,417 | 1,001,854 | | Thomas E. Valentyn | 0 | 0 | 6,860 | 1,106,556 | | Kevin J. Zaba | 0 | 0 | 3,050 | 489,465 |

  113. Pension Benefits

    Pension Benefits The following table sets forth the actuarial present value of the accumulated benefit under each 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 non-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, 2023 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, 2023. The table also reports any pension benefits paid to Mr. Morton during the year.

  114. Pension benefits for fiscal 2023

    Pension benefits for fiscal 2023

  115. Pension benefits for fiscal 2023

    | Name | Plan name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | Jerrald R. Morton | Regal Pension Plan (qualified) | 29(1) | 387,329 | – |

  116. Pension benefits for fiscal 2023

    | (1) Mr. Morton’s number of years of credited service vary based on the applicable portion of the former Regal Power Transmission Solutions Pension Plan, which was merged into the Regal Pension Plan effective 1/1/2017. |

  117. Pension benefits for fiscal 2023

    | 2024 Proxy Statement • | | |

  118. Nonqualified Deferred Compensation for Fiscal 2023

    Nonqualified Deferred Compensation for Fiscal 2023

  119. Nonqualified Deferred Compensation for Fiscal 2023

    | 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 | SDCRP | — | 197,400 | 93,527 | — | 890,350 | | Robert J. Rehard | SDCRP | — | 132,090 | 54,917 | — | 506,340 | | Jerrald R. Morton | SDCRP | — | 37,080 | 12,597 | — | 131,265 | | Thomas E. Valentyn | SDCRP | — | 89,250 | 49,969 | — | 478,064 | | Kevin J. Zaba | SDCRP | — | 41,040 | 5,476 | — | 92,754 |

  120. Nonqualified Deferred Compensation for Fiscal 2023

    | (1) The amounts shown in this column were reported in the “All Other Compensation” column of the Summary Compensation Table for 2023. | | (2) The amounts shown in this column include $796,067 for Mr. Pinkham, $384,297 for Mr. Rehard, $119,389 for Mr. Morton, $411,561 for Mr. Valentyn and $76,426 for Mr. Zaba that was previously reported in the Summary Compensation Table in any year. |

  121. Potential Payments on a Termination or Change in Control

    Potential Payments on a Termination or Change in Control On November 3, 2023, we established the Executive Severance Policy (the “Severance Policy”) and, at the same time, we terminated the NEOs’ KEESAs and amended Mr. Pinkham’s employment agreement.

  122. Tables Summarizing Payments Upon Termination or Change in Control

    Tables Summarizing Payments Upon Termination or Change in Control The following tables describe 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, 2023, the last day of our fiscal year, and the price per share of our common stock was $148.02, the closing market price on the last trading day prior to such date. The following table sets forth certain information relating to the compensation of Mr. Pinkham, our CEO, upon a change in control of our Company and following a termination of Mr. Pinkham’s employment.

  123. Tables Summarizing Payments Upon Termination or Change in Control

    | Executive Benefits and Payments Upon Change in Control or Termination | Voluntary Termination | Involuntary Termination(1) | For Cause Termination | Change in Control without Termination | Involuntary or Good Reason Termination/ Change in Control(2) | Death or Disability | | Compensation: | | | | | | | | Current Year ICP Cash Incentive | — | 1,760,822 | — | — | 1,760,822 | 1,760,822 | | ICP Cash Incentive Deferred from Prior Years | — | — | — | — | — | — | | Termination Payment | — | 2,400,000 | — | — | 9,492,935 | — | | Restricted Stock | | | | | | | | Unvested and Accelerated | — | — | — | 2,315,482 | 2,315,482 | 2,315,482 | | SARs | | | | | | | | Unvested and Accelerated | — | — | — | 684,733 | 684,733 | 684,733 | | PSUs | | | | | | | | Unvested and Accelerated | — | — | — | 11,424,735 | 11,424,735 | 12,614,316 | | Benefits and Perquisites: | | | | | | | | Cash Payment Under Retirement Plans | — | — | — | — | — | — | | Post-termination Health & Life Insurance | — | — | — | — | 28,319 | — | | Life Insurance Proceeds(3) | — | — | — | — | — | — | | Disability(4) | — | — | — | — | — | 120,000 | | Accrued Vacation Pay | 92,308 | 92,308 | 92,308 | — | 92,308 | 92,308 | | Accounting and Legal Services | — | — | — | — | 15,000 | — | | Outplacement Services | — | — | — | — | 120,000 | — | | 280G Tax Cutback | — | — | — | — | — | — | | Total: | 92,308 | 4,253,130 | 92,308 | 14,424,950 | 25,934,334 | 17,587,661(5) |

  124. Tables 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) 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 net” approach to potential excise taxes under Section 280G of the Code. The “best net” approach would either reduce the benefits to a level that would not trigger the imposition of the excise taxes or pay the benefits in full, whichever would provide the better after-tax result to the NEO. The amounts shown in the column titled “Involuntary or Good Reason Termination/Change in Control” assume the NEO’s employment is terminated by us without cause or by the NEO with good reason in connection with a change in control of our Company. | | (3) Life insurance death benefit payable only in event of death. The amount shown reflects only the enhanced death benefits over those offered to employees generally. | | (4) Disability benefit payable only in event of disability. The amount shown reflects 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. | | (5) 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. |

  125. Tables Summarizing Payments Upon Termination or Change in Control

    | 2024 Proxy Statement • | | |

  126. Tables Summarizing Payments Upon Termination or Change in Control

    The following table set forth certain information relating to the compensation of Mr. Rehard, our Executive Vice President, Chief Financial Officer, upon a change in control of our Company and following a termination of Mr. Rehard’s employment.

  127. Tables Summarizing Payments Upon Termination or Change in Control

    | Executive Benefits and Payments Upon Change in Control or Termination | Voluntary Termination | Involuntary Termination(1) | For Cause Termination | Change in Control without Termination | Involuntary or Good Reason Termination/ Change in Control(2) | Death or Disability | | Compensation: | | | | | | | | Current Year ICP Cash Incentive | — | 665,537 | — | — | 665,537 | 665,537 | | ICP Cash Incentive Deferred from Prior Years | — | — | — | — | — | — | | Termination Payment | — | — | — | — | 2,831,650 | — | | Restricted Stock | | | | | | | | Unvested and Accelerated | — | — | — | 692,365 | 692,365 | 692,365 | | SARs | | | | | | | | Unvested and Accelerated | — | — | — | 198,029 | 198,029 | 198,029 | | PSUs | | | | | | | | Unvested and Accelerated | — | — | — | 3,177,186 | 3,177,186 | 3,177,186 | | Benefits and Perquisites: | | | | | | | | Cash Payment Under Retirement Plans | — | — | — | — | — | — | | Post-termination Health & Life Insurance | — | — | — | — | 56,580 | — | | Life Insurance Proceeds(3) | — | — | — | — | — | — | | Disability(4) | — | — | — | — | — | 120,000 | | Accrued Vacation Pay | 54,923 | 54,923 | 54,923 | — | 54,923 | 54,923 | | Accounting and Legal Services | — | — | — | — | 15,000 | — | | Outplacement Services | — | — | — | — | 71,400 | — | | 280G Tax Cutback | — | — | — | — | — | — | | Total: | 54,923 | 720,460 | 54,923 | 4,067,580 | 7,762,670 | 4,908,040(5) |

  128. Tables 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) 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 net” approach to potential excise taxes under Section 280G of the Code. The “best net” approach would either reduce the benefits to a level that would not trigger the imposition of the excise taxes or pay the benefits in full, whichever would provide the better after-tax result to the NEO. The amounts shown in the column titled “Involuntary or Good Reason Termination/Change in Control” assume the NEO’s employment is terminated by us without cause or by the NEO with good reason in connection with a change in control of our Company. | | (3) Life insurance death benefit payable only in event of death. The amount shown reflects only the enhanced death benefits over those offered to employees generally. | | (4) Disability benefit payable only in event of disability. The amount shown reflects 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. | | (5) 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. |

  129. Tables Summarizing Payments Upon Termination or Change in Control

    | 2024 Proxy Statement • | | |

  130. Tables Summarizing Payments Upon Termination or Change in Control

    The following table sets forth certain information relating to the compensation of Mr. Morton, Executive Vice President & President of Industrial Powertrain Solutions operating segment, upon a change in control of our Company and following a termination of Mr. Morton’s employment.

  131. Tables Summarizing Payments Upon Termination or Change in Control

    | Executive Benefits and Payments Upon Change in Control or Termination | Voluntary Termination | Involuntary Termination(1) | For Cause Termination | Change in Control without Termination | Involuntary or Good Reason Termination/ Change in Control(2) | Death or Disability | | Compensation: | | | | | | | | Current Year ICP Cash Incentive | — | 352,035 | — | — | 352,035 | 352,035 | | ICP Cash Incentive Deferred from Prior Years | — | — | — | — | — | — | | Termination Payment | — | — | — | — | — | — | | Restricted Stock | | | | | | | | Unvested and Accelerated | — | — | — | 519,984 | 519,984 | 519,984 | | SARs | | | | | | | | Unvested and Accelerated | — | — | — | 52,111 | 52,111 | 52,111 | | PSUs | | | | | | | | Unvested and Accelerated | — | — | — | 1,559,360 | 1,559,360 | 1,559,360 | | Benefits and Perquisites: | | | | | | | | Cash Payment Under Retirement Plans | — | — | — | — | — | — | | Post-termination Health & Life Insurance | — | — | — | — | — | — | | Life Insurance Proceeds(3) | — | — | — | — | — | — | | Disability(4) | — | — | — | — | — | 129,000 | | Accrued Vacation Pay | 39,615 | 39,615 | 39,615 | — | 39,615 | 39,615 | | Accounting and Legal Services | — | — | — | — | — | — | | Outplacement Services | — | — | — | — | — | — | | 280G Tax Cutback | — | — | — | — | — | — | | Total: | 39,615 | 391,650 | 39,615 | 2,131,455 | 2,523,105 | 2,652,105(5) |

  132. Tables 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) 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 net” approach to potential excise taxes under Section 280G of the Code. The “best net” approach would either reduce the benefits to a level that would not trigger the imposition of the excise taxes or pay the benefits in full, whichever would provide the better after-tax result to the NEO. The amounts shown in the column titled “Involuntary or Good Reason Termination/Change in Control” assume the NEO’s employment is terminated by us without cause or by the NEO with good reason in connection with a change in control of our Company. | | (3) Life insurance death benefit payable only in event of death. The amount shown reflects only the enhanced death benefits over those offered to employees generally. | | (4) Disability benefit payable only in event of disability. The amount shown reflects 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. | | (5) 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. |

  133. Tables Summarizing Payments Upon Termination or Change in Control

    | 2024 Proxy Statement • | | |

  134. Tables Summarizing Payments Upon Termination or Change in Control

    The following table sets forth certain information relating to the compensation of Mr. Valentyn, our Executive Vice President, General Counsel and Secretary, upon a change in control of our Company and following a termination of Mr. Valentyn’s employment. As previously disclosed by the Company and noted above, Mr. Valentyn intends to retire from his employment with the Company during the first half of 2024.

  135. Tables Summarizing Payments Upon Termination or Change in Control

    | Executive Benefits and Payments Upon Change in Control or Termination | Voluntary Termination | Involuntary Termination(1) | For Cause Termination | Change in Control without Termination | Involuntary or Good Reason Termination/ Change in Control(2) | Death or Disability | | Compensation: | | | | | | | | Current Year ICP Cash Incentive | — | 433,754 | — | — | 433,754 | 433,754 | | ICP Cash Incentive Deferred from Prior Years | — | — | — | — | — | — | | Termination Payment | — | — | — | — | 2,005,282 | — | | Restricted Stock | | | | | | | | Unvested and Accelerated | — | — | — | 430,642 | 430,642 | 430,642 | | SARs | | | | | | | | Unvested and Accelerated | — | — | — | 131,631 | 131,631 | 131,631 | | PSUs | | | | | | | | Unvested and Accelerated | — | — | — | 548,627 | 548,627 | 548,627 | | Benefits and Perquisites: | | | | | | | | Cash Payment Under Retirement Plans | — | — | — | — | — | — | | Post-termination Health & Life Insurance | — | — | — | — | 57,420 | — | | Life Insurance Proceeds(3) | — | — | — | — | — | — | | Disability(4) | — | — | — | — | — | 112,740 | | Accrued Vacation Pay | 39,231 | 39,231 | 39,231 | — | 39,231 | 39,231 | | Accounting and Legal Services | — | — | — | — | — | — | | Outplacement Services | — | — | — | — | — | — | | 280G Tax Cutback | — | — | — | — | — | — | | Total: | 39,231 | 472,985 | 39,231 | 1,110,900 | 3,712,587 | 1,696,625(5) |

  136. Tables 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) 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 net” approach to potential excise taxes under Section 280G of the Code. The “best net” approach would either reduce the benefits to a level that would not trigger the imposition of the excise taxes or pay the benefits in full, whichever would provide the better after-tax result to the NEO. The amounts shown in the column titled “Involuntary or Good Reason Termination/Change in Control” assume the NEO’s employment is terminated by us without cause or by the NEO with good reason in connection with a change in control of our Company. | | (3) Life insurance death benefit payable only in event of death. The amount shown reflects only the enhanced death benefits over those offered to employees generally. | | (4) Disability benefit payable only in event of disability. The amount shown reflects 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. | | (5) 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. |

  137. Tables Summarizing Payments Upon Termination or Change in Control

    | 2024 Proxy Statement • | | |

  138. Tables Summarizing Payments Upon Termination or Change in Control

    The following table sets forth certain information relating to the compensation of Mr. Zaba, Executive Vice President and President of our Automation and Motion Control operating segment, upon a change in control of our Company and following a termination of Mr. Zaba’s employment.

  139. Tables Summarizing Payments Upon Termination or Change in Control

    | Executive Benefits and Payments Upon Change in Control or Termination | Voluntary Termination | Involuntary Termination(1) | For Cause Termination | Change in Control without Termination | Involuntary or Good Reason Termination/ Change in Control(2) | Death or Disability | | Compensation: | | | | | | | | Current Year ICP Cash Incentive | — | 391,079 | — | — | 391,079 | 391,079 | | ICP Cash Incentive Deferred from Prior Years | — | — | — | — | — | — | | Termination Payment | — | — | — | — | — | — | | Restricted Stock | | | | | | | | Unvested and Accelerated | — | — | — | 831,351 | 831,351 | 831,351 | | SARs | | | | | | | | Unvested and Accelerated | — | — | — | 805,112 | 805,112 | 805,112 | | PSUs | | | | | | | | Unvested and Accelerated | — | — | — | 548,627 | 548,627 | 548,627 | | Benefits and Perquisites: | | | | | | | | Cash Payment Under Retirement Plans | — | — | — | — | — | — | | Post-termination Health & Life Insurance | — | — | — | — | — | — | | Life Insurance Proceeds(3) | — | — | — | — | — | — | | Disability(4) | — | — | — | — | — | 120,000 | | Accrued Vacation Pay | 43,846 | 43,846 | 43,846 | — | 43,846 | 43,846 | | Accounting and Legal Services | — | — | — | — | — | — | | Outplacement Services | — | — | — | — | — | — | | 280G Tax Cutback | — | — | — | — | — | — | | Total: | 43,846 | 434,925 | 43,846 | 2,185,090 | 2,620,015 | 2,191,388(5) |

  140. Tables 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) 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 net” approach to potential excise taxes under Section 280G of the Code. The “best net” approach would either reduce the benefits to a level that would not trigger the imposition of the excise taxes or pay the benefits in full, whichever would provide the better after-tax result to the NEO. The amounts shown in the column titled “Involuntary or Good Reason Termination/Change in Control” assume the NEO’s employment is terminated by us without cause or by the NEO with good reason in connection with a change in control of our Company. | | (3) Life insurance death benefit payable only in event of death. The amount shown reflects only the enhanced death benefits over those offered to employees generally. | | (4) Disability benefit payable only in event of disability. The amount shown reflects 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. | | (5) 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. |

  141. Tables Summarizing Payments Upon Termination or Change in Control

    | 2024 Proxy Statement • | | |

  142. Tables 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. Unless otherwise noted, the descriptions of the payments below are applicable to all the above tables relating to potential payments upon termination.

  143. Pay Ratio

    Pay Ratio As required in Item 402(u) of Regulation S-K, we have estimated the ratio of the 2023 annual total compensation of our CEO to the total compensation of our median employee, taking into account our global workforce, was 624 to 1. We also estimated on a voluntary basis the ratio of the 2023 annual total compensation of our CEO to the total compensation of our median U.S. employee, which was 189 to 1. We describe the identification and calculation of these employees and ratios below.

  144. Pay Ratio

    | 2024 Proxy Statement • | | |

  145. Pay Versus Performance

    Pay Versus Performance In 2022, the SEC adopted rules requiring us to disclose information that compares our NEO compensation 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.

  146. Pay Versus Performance

    | | | | Average Summary | Average | Value of Initial Fixed $100 Investment Based On: | | | | | Year(a) | Summary Compensation Table Total for PEO ($)(b) | Compensation Actually Paid to PEO ($)(c) | Compensation Table Total for Non-PEO NEOs ($)(d) | Compensation Actually Paid to Non-PEO NEOs ($)(e) | RRX TSR ($)(f) | S&P 400 Industrials Index TSR ($)(g) | Net Income ($ in millions)(h) | Adjusted EPS ($)(i) | | 2023 | 11,805,489 | 13,704,600 | 2,960,510 | 3,233,320 | 189.28 | 174.04 | 138.8 | 9.15 | | 2022 | 8,644,999 | (1,518,528) | 2,177,056 | 299,495 | 151.96 | 132.42 | 488.9 | 10.75 | | 2021 | 7,401,555 | 19,141,375 | 1,882,286 | 4,227,764 | 213.28 | 149.62 | 209.9 | 8.59 | | 2020 | 6,402,153 | 12,436,776 | 1,639,005 | 1,682,669 | 145.52 | 116.49 | 189.3 | 4.92 |

  147. Pay Versus Performance

    | (a) This statement includes four years (2020, 2021, 2022 and 2023) rather than five because this is a transition year for the new regulation. |

  148. Pay Versus Performance

    | (b) The principal executive officer (“PEO”) is Louis V. Pinkham for all years shown. |

  149. Pay Versus Performance

    | (c) Compensation actually paid (“CAP”) to our PEO reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below. |

  150. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | | SCT Total Compensation ($) | 6,402,153 | 7,401,555 | 8,644,999 | 11,805,489 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (3,830,534) | (4,226,987) | (5,846,486) | (8,364,427) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 6,701,653 | 8,303,585 | 3,906,965 | 6,245,153 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 3,163,504 | 6,844,214 | (5,742,851) | 1,434,379 | | 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 | | 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 ($) | — | — | — | — | | Compensation Actually Paid ($) | 12,436,776 | 19,141,375 | (1,518,528) | 13,704,600 |

  151. Pay Versus Performance

    | (d) The following are included in the average figures shown: | | 2020: Mr. Rehard, Mr. Schlemmer, Mr. Valentyn, Mr. Kunze, Mr. Morton. | | 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. |

  152. Pay Versus Performance

    | 2024 Proxy Statement • | | |

  153. Pay Versus Performance

    | (e) Compensation actually paid (CAP) to our non-PEO NEOs reflects the respective amounts set forth in column (d) 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. |

  154. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | | Non-PEO NEOs | See column (d) note above | See column (d) note above | See column (d) note above | See column (d) note above | | SCT Total Compensation ($) | 1,639,005 | 1,882,286 | 2,177,056 | 2,960,510 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (537,264) | (840,292) | (1,122,664) | (1,792,882) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 939,965 | 1,568,075 | 760,195 | 1,338,630 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 563,623 | 1,349,327 | (1,088,918) | 333,338 | | Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | 62,160 | — | 0 | | Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | (18,097) | 229,193 | (412,434) | 449,437 | | Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | (831,941) | (22,985) | (13,740) | 0 | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | (122,408) | — | — | (7,140) | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | 49,786 | — | — | — | | Compensation Actually Paid ($) | 1,682,669 | 4,227,764 | 299,495 | 3,233,320 |

  155. Pay Versus Performance

    | (f) Represents our total shareholder return (TSR) for the measurement periods ending December 31 of each of 2020, 2021, 2022 and 2023, respectively. | | (g) Represents the TSR of the S&P 400 Industrials Index for the measurement periods ending on December 31 of each of 2020, 2021, 2022 and 2023, 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, 2020, 2021, 2022 and 2023. | | (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, 2023. |

  156. Pay Versus Performance

    | 2024 Proxy Statement • | | |

  157. Most Important Measures to Determine 2023 Compensation Actually Paid

    Most Important Measures to Determine 2023 Compensation Actually Paid The four performance measures listed below represent the most important metrics we used to link CAP to financial performance for 2023 as further described in our Compensation Discussion and Analysis.

  158. Most Important Measures to Determine 2023 Compensation Actually Paid

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

  159. Most Important Measures to Determine 2023 Compensation Actually Paid

    | 2024 Proxy Statement • | | |

  160. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth certain information relating to the compensation for our directors for the last fiscal year other than for Mr. Pinkham, who received no additional compensation for his service as director.

  161. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Jan A. Bertsch | 78,750 | 160,057 | 238,807 | | Stephen M. Burt | 120,000 | 160,057 | 280,057 | | Anesa T. Chaibi | 114,375 | 160,057 | 274,432 | | Theodore D. Crandall (Chairperson, Audit Committee) | 107,500 | 160,057 | 267,557 | | Christopher L. Doerr(2) | 75,000 | | 75,000 | | Michael P. Doss | 76,250 | 160,057 | 236,307 | | Michael F. Hilton (Chairperson, Compensation and Human Resources Committee) | 110,000 | 160,057 | 270,057 | | Rakesh Sachdev (Chairman) | 256,250 | 160,057 | 416,307 | | Curtis W. Stoelting(3) | 112,500 | 160,057 | 272,557 | | Robin A. Walker-Lee (Chairperson, Corporate Governance, Sustainability and Director Affairs Committee) | 105,500 | 160,057 | 265,557 |

  162. DIRECTOR COMPENSATION

    | (1) These amounts reflect the full grant date fair value of all stock awards granted during fiscal 2023, computed in accordance with FASB ASC Topic 718. As of December 31, 2023, none of our non-employee directors held outstanding option awards. As of December 31, 2023, each of our non-employee directors serving on such date held 1,245 outstanding restricted shares of common stock. | | (2) Mr. Doerr retired from our Board upon the expiration of his term at the Annual Meeting held on April 25, 2023. | | (3) Shared held in the Stoelting Family Trust dated February 15, 2023 over which Mr. Stoelting retains sole voting and investment power during his lifetime. |

  163. DIRECTOR COMPENSATION

    Our compensation policies for directors are designed to attract and retain the most qualified individuals to serve on the Board in the industry in which we operate. The equity portion of director compensation is designed to align directors’ interests with shareholders’ interests. The non-employee directors are currently paid the following fees:

  164. DIRECTOR COMPENSATION

    | • | Annual retainer fee of $105,000 for each director. | | • | Annual retainer fee of $170,000 for the Chairman. | | • | Annual retainer fee of $25,000 for the chair of the Audit Committee; $20,000 for the chair of the Compensation and Human Resources Committee; $15,000 for the chair of the Corporate Governance, Sustainability and Director Affairs Committee; and a $5,000 additional fee for service on more than one committee. Directors who served on our Transaction Committee during 2023 did not receive additional compensation for their service. | | • | Shares of restricted stock with a fair value of approximately $160,000 on the grant date. |

  165. DIRECTOR COMPENSATION

    Each individual non-employee director serving on the Board on April 25, 2023, the date of our 2023 annual shareholders meeting, was awarded 1,245 shares of restricted stock with an effective grant date of May 10, 2023.

  166. DIRECTOR COMPENSATION

    | 2024 Proxy Statement • | | |