DEF 14A of Regal Rexnord Corp, Mar 19, 2025

DEF 14A of Regal Rexnord Corp

Filed Mar 19, 2025 · FY20240001308179-25-000163

Open on EDGAR

  1. To Be Held April 29, 2025

    | DIRECTOR COMPENSATION | 73 | | REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE | 74 | | COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 75 | | REPORT OF THE AUDIT COMMITTEE | 76 | | PROPOSAL 3 | 77 | | OTHER MATTERS | 79 | | SHAREHOLDER PROPOSALS | 80 | | EXHIBIT A - NON-GAAP RECONCILIATION | 81 |

  2. Director Nominees

    Director Nominees

  3. Director Nominees

    | | | | | | Committee Memberships | | | | Directors / Occupation | Age | Director Since | Independent | Other Public Company Directorships | Audit | Compensation and Human Resources | Corporate Governance, Sustainability & Director Affairs | | Gerben W. Bakker* Chairman, President and CEO, Hubbell Incorporated | 60 | 2025 | | 1 | | | | | Jan A. Bertsch Former SVP and CFO, Owens-Illinois, Inc. | 68 | 2019 | | 2 | | | | | Stephen M. Burt Managing Director, Kroll | 60 | 2010 | | 0 | | | | | Theodore D. Crandall Former SVP and CFO, Rockwell Automation | 69 | 2021 | | 0 | | | | | Michael P. Doss President and CEO, Graphic Packaging Holding Company | 58 | 2022 | | 1 | | | | | Michael F. Hilton Former President and CEO, Nordson Corporation | 70 | 2019 | | 3 | | | | | Rashida A. Hodge* Corporate VP, Customer Success, Microsoft Corporation | 44 | 2025 | | 0 | | | | | Louis V. Pinkham CEO, Regal Rexnord Corporation | 53 | 2019 | | 0 | | | | | Rakesh Sachdev ✩ Former CEO, Platform Specialty Products Corporation (n/k/a Element Solutions Inc.) | 69 | 2007 | | 3 | | | | | Curtis W. Stoelting Former CEO, Roadrunner Transportation Systems, Inc. | 65 | 2005 | | 0 | | | | | Robin A. Walker-Lee Former EVP, General Counsel and Secretary, TRW Automotive Holdings Corp. | 70 | 2021 | | 1 | | | |

  4. Director Nominees

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

  5. Director Nominees

    | * Mr. Bakker and Ms. Hodge were appointed to the Board on February 17, 2025. Committee assignments will be made at the Board’s April Board meeting. |

  6. Director Nominees

    | 6 | | • 2025 Proxy Statement |

  7. Director Nominee Highlights

    Director Nominee Highlights

  8. Key Components of our NEOs’ 2024 Compensation Program

    | | Base Salary: Our NEOs’ salaries reflect the scope of their responsibilities, experience and performance. | | | Annual Cash Incentive Plan: Short-term cash incentive with payouts ranging from 0% to 200% based on performance against key financial goals at both the total Company and segment level. | | | Long-Term Incentive Award - 25% allocated to RSUs: Our restricted stock units (“RSUs”) vest ratably on the first, second, and third anniversaries of the grant date. | | | Long-Term Incentive Award - 25% allocated to Stock Appreciation Rights (“SARs”): Our SARs vest ratably on the first, second, and third anniversaries of the grant date. | | | Long-Term Incentive Award - 50% allocated to Performance Share Units (“PSUs”): Our PSUs have three-year cliff vesting. For PSUs granted in 2024, performance is based on a total shareholder return metric, relative to the S&P 900 Industrials Sub-Index. |

  9. Nominees for Election at the Annual Meeting

    Nominees for Election at the Annual Meeting The following sets forth certain information, as of March 10, 2025, about each of our Board’s nominees for election at the Annual Meeting.

  10. Nominees for Election at the Annual Meeting

    | Age: 60 Director since: 2025 INDEPENDENT | GERBEN W. BAKKER Experience: Mr. Bakker has served as Chairman, President, and Chief Executive Officer of Hubbell Incorporated, an international manufacturer of high quality, reliable electrical and utility solutions for a broad range of customer and end market applications since May 2021, and President and Chief Executive Officer and a member of the board of directors of Hubbell since October 2020. Prior to this, he served as Hubbell’s Chief Operating Officer from June 2019 to October 2020, after serving as President of the Power Systems group from 2014 to 2019. Mr. Bakker began his career with Hubbell in 1988 as a manufacturing engineer with Hubbell Wiring Systems and has held positions of increasing leadership around the world in both Hubbell’s utility and electrical segments. Mr. Bakker has an M.S. in Manufacturing Engineering and a B.S. in Industrial Engineering from the University of Rhode Island, and an M.B.A. from University of Bridgeport. Mr. Bakker was originally recommended as a director nominee by a third-party search firm. Qualifications: ● Public Company CEO leadership ● Financial/Accounting Background ● Corporate Governance ● Operating (P&L) ● Manufacturing & Supply Chain ● Innovation/R&D ● Environmental, Social & Governance ● International Experience ● Digital/eCommerce ● M&A Experience ● Human Capital |

  11. Nominees for Election at the Annual Meeting

    | Age: 68 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: ● Financial/Accounting Background ● Corporate Governance ● Manufacturing & Supply Chain ● Regal Rexnord Industry Knowledge ● Cybersecurity Knowledge ● International Experience ● Digital/eCommerce ● M&A Experience |

  12. Nominees for Election at the Annual Meeting

    | 16 | | • 2025 Proxy Statement |

  13. Nominees for Election at the Annual Meeting

    | Age: 60 Director since: 2010 INDEPENDENT Committees: ● Audit | STEPHEN M. BURT Experience: Mr. Burt is the Managing Director of Kroll, formerly Duff & Phelps, a provider of independent financial advisory and investment banking services. Mr. Burt is currently the leader of the firm’s Mergers and Acquisitions Advisory practice, as well as the President of Kroll Securities, LLC, a provider of merger and acquisition advisory services, and has been with the company since 1994. Mr. Burt has a B.S. in Finance from Indiana University and an M.B.A. in Finance from DePaul University. Mr. Burt serves on the Finance Advisory Board in the Driehaus College of Business at DePaul University and was previously an NACD Board Leadership Fellow. Qualifications: ● Financial/Accounting Background ● Corporate Governance ● Operating (P&L) ● Commercial ● International Experience ● Digital/eCommerce ● M&A Experience |

  14. Nominees for Election at the Annual Meeting

    | Age: 69 Director since: 2021 INDEPENDENT Committees: ● Audit (Chairman) | 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: ● Financial/Accounting Background ● Corporate Governance ● Operating (P&L) ● Manufacturing & Supply Chain ● Regal Rexnord Industry Knowledge ● Cybersecurity Knowledge ● Environmental, Social & Governance ● Digital/eCommerce |

  15. Nominees for Election at the Annual Meeting

    | 2025 Proxy Statement • | | 17 |

  16. Nominees for Election at the Annual Meeting

    | Age: 58 Director since: 2022 INDEPENDENT Committees: ● Compensation and Human Resources | MICHAEL P. DOSS Experience: Mr. Doss has served as the President, Chief Executive Officer and director 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, Executive Vice President, Commercial Operations, Senior Vice President, Consumer Packaging, Senior Vice President, Food and Consumer Products Packaging, Vice President, Operations, Universal Packaging, Director Web Systems, Universal Packaging, and Plant Manager. Mr. Doss 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, 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: ● Public Company CEO leadership ● Financial/Accounting Background ● Corporate Governance ● Operating (P&L) ● Manufacturing & Supply Chain ● Commercial ● Cybersecurity Knowledge ● Environmental, Social & Governance ● M&A Experience ● Human Capital |

  17. Nominees for Election at the Annual Meeting

    | Age: 70 Director since: 2019 INDEPENDENT Committees: ● Compensation and Human Resources (Chairman) | 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: ● Public Company CEO leadership ● Corporate Governance ● Operating (P&L) ● Manufacturing & Supply Chain ● Innovation/R&D ● Commercial ● Environmental, Social & Governance ● M&A Experience ● Human Capital |

  18. Nominees for Election at the Annual Meeting

    | 18 | | • 2025 Proxy Statement |

  19. Nominees for Election at the Annual Meeting

    | Age: 44 Director since: 2025 INDEPENDENT | RASHIDA A. HODGE Experience: Ms. Hodge has served as the Corporate Vice President of Customer Success – Azure Data and Artificial Intelligence at Microsoft Corporation, a multinational technology company, where she has led the global commercial business, accelerating data-driven digital transformations for customers, since February 2021. Prior to joining Microsoft, Ms. Hodge spent 18 years at International Business Machines Corporation, a multinational technology company. She served in multiple roles in the IBM Watson Unit from 2013 to 2019, and most recently as the Global Vice President from January 2019 to December 2020, providing transformative strategies in hardware, software, and services, for the North America Insurance Global Markets Business. Ms. Hodge has a B.S. and M.S. in Industrial Engineering from North Carolina State University and an M.B.A. from Duke University. Ms. Hodge was originally recommended as a director nominee by a third-party search firm. Qualifications: ● Operating (P&L) ● Innovation/R&D ● International Experience ● Digital/eCommerce ● Human Capital |

  20. Nominees for Election at the Annual Meeting

    | Age: 53 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. Since December 2023, Mr. Pinkham has served as a director of Jacobs Solutions Inc., which provides a range of professional services, including consulting, technical, scientific, and project delivery to government and the private sector, and currently serves as Lead Independent Director. Mr. Pinkham serves as a member of the Board of Trustees for the University of Chicago Medical Center and the Manufacturers Alliance for Productivity and Innovation (MAPI). Mr. Pinkham has a B.S. in Engineering from Duke University, an M.S. in Engineering Management from Northwestern University’s McCormick School of Engineering, and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management. Qualifications: ● Public Company CEO leadership ● Financial/Accounting Background ● Corporate Governance ● Operating (P&L) ● Manufacturing & Supply Chain ● Innovation/R&D ● Commercial ● Regal Rexnord Industry Knowledge ● Cybersecurity Knowledge ● Environmental, Social & Governance ● International Experience ● Digital/eCommerce ● M&A Experience ● Human Capital |

  21. Nominees for Election at the Annual Meeting

    | 2025 Proxy Statement • | | 19 |

  22. Nominees for Election at the Annual Meeting

    | Age: 69 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: ● Public Company CEO leadership ● Financial/Accounting Background ● Corporate Governance ● Operating (P&L) ● Manufacturing & Supply Chain ● Innovation/R&D ● Regal Rexnord Industry Knowledge ● Environmental, Social & Governance ● International Experience ● Digital/eCommerce ● M&A Experience ● Human Capital |

  23. Nominees for Election at the Annual Meeting

    | Age: 65 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. Previously, Mr. Stoelting served as the Chief Executive Officer and a director of TOMY International (formerly RC2 Corporation), a designer, producer, and marketer of products for infants and toddlers, from 2003 to 2013. Mr. Stoelting served in several leadership roles at RC2 from 1994 to 2003, including as the Chief Operating Officer and a director beginning in 2000. Mr. Stoelting has a B.A. in Accounting from the University of Illinois and is a Certified Public Accountant. Qualifications: ● Public Company CEO leadership ● Financial/Accounting Background ● Corporate Governance ● Operating (P&L) ● Innovation/R&D ● Commercial ● Regal Rexnord Industry Knowledge ● Environmental, Social & Governance ● International Experience ● Digital/eCommerce ● M&A Experience ● Human Capital |

  24. Nominees for Election at the Annual Meeting

    | 20 | | • 2025 Proxy Statement |

  25. Nominees for Election at the Annual Meeting

    | Age: 70 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 ● Commercial ● Regal Rexnord Industry Knowledge ● Environmental, Social & Governance ● International Experience ● M&A Experience ● Human Capital |

  26. 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.

  27. Nominees for Election at the Annual Meeting

    | 2025 Proxy Statement • | | 21 |

  28. Compensation and Human Resources Committee

    | ● | develop our overall compensation philosophy; | | ● | administer our incentive compensation plans (including our equity incentive plans); | | ● | determine and approve the compensation of the CEO and the other executive officers; | | ● | review and monitor succession and leadership development planning; and | | ● | review, formulate, recommend, and administer short-and long-range compensation programs for the executive officers and key employees. |

  29. Management and Board of Directors

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1)(2) | Restricted Stock Units(3) | | Gerben W. Bakker(4) | - | - | | Jan A. Bertsch | 6,412 | 1,063 | | Stephen M. Burt | 22,976 | 1,063 | | Theodore D. Crandall | 6,207 | 1,063 | | Michael P. Doss | 1,531 | 1,063 | | Hugo Dubovoy, Jr. | 910 | 7,966 | | Michael F. Hilton | 5,863 | 1,063 | | Rashida A. Hodge(4) | - | - | | Jerry R. Morton | 49,356 | 6,113 | | Louis V. Pinkham | 249,379 | 33,177 | | Robert J. Rehard | 96,105 | 9,771 | | Rakesh Sachdev | 24,976 | 1,063 | | Curtis W. Stoelting | 34,178 | 1,063 | | Robin A. Walker-Lee | 3,513 | 1,063 | | Kevin J. Zaba | 57,624 | 6,270 | | All current directors and executive officers as a group (18 persons) | 588,719 | 83,525 |

  30. Management and Board of Directors

    | (1) Includes shares subject to currently exercisable rights to acquire common stock and options exercisable within 60 days of March 10, 2025 as follows: Mr. Dubovoy: 902 shares; Mr. Morton: 31,504 shares; Mr. Pinkham: 143,636 shares; Mr. Rehard: 64,122 shares; Mr. Zaba: 37,418 shares; and all current directors and executive officers as a group: 294,810 shares. | | (2) The amount shown for Mr. Stoelting includes 9,202 shares held in the Stoelting Family Trust dated February 15, 2023 over which Mr. Stoelting retains sole voting and investment power during his lifetime. | | (3) This column includes shares of restricted stock or restricted stock units that are subject to forfeiture until they vest on either the first, second, or the third anniversary of the date of grant pursuant to the terms of the applicable vesting schedule. | | (4) Mr. Bakker and Ms. Hodge were appointed to the Board on February 17, 2025. |

  31. Our Named Executive Officers

    Our Named Executive Officers This Compensation Discussion and Analysis provides detailed information about our compensation programs for our Named Executive Officers (our “NEOs”) for fiscal year 2024. Our NEOs for fiscal year 2024 were:

  32. Our Named Executive Officers

    | | | | | | | | | | | | | LOUIS V. PINKHAM | ROBERT J. REHARD | JERRALD R. MORTON | KEVIN J. ZABA | HUGO DUBOVOY, JR. | | Chief Executive Officer | Executive Vice President, Chief Financial Officer | Executive Vice President & President, Industrial Powertrain Solutions segment | Executive Vice President & President, Automation and Motion Control segment | Executive Vice President, General Counsel and Corporate Secretary* |

  33. Our Named Executive Officers

    | * Mr. Dubovoy joined the Company on March 11, 2024 as Executive Vice President and General Counsel. He was designated as an executive officer of the Company by the Board on April 23, 2024, at which time he also assumed the role of Corporate Secretary. |

  34. Our Named Executive Officers

    | 2025 Proxy Statement • | | 33 |

  35. Key compensation policies and practices

    | What We Do | | | | Pay for Performance | | | Balance Long-Term and Short-Term Incentives | | | Use Multiple Performance Metrics, Including a Relative Metric, for Incentive Compensation | | | Benchmark Compensation Against an Appropriate Peer Group | | | Maintain a Compensation Recovery (Clawback) Policy that extends beyond Dodd-Frank requirements | | | Monitor for Risk-Taking Incentives | | | Maintain Stringent Stock Ownership Requirements | | | Prohibit Hedging and Pledging | | | Limit Perquisites | | | Engage an Independent Compensation Consultant | | | Hold Executive Sessions at each Committee Meeting | | | Use Double-Trigger for Change in Control Agreements and Equity Awards |

  36. Key compensation policies and practices

    | What We Do NOT Do | | | | No Agreements With Gross-Ups for Taxes | | | No Excessive Change in Control Agreements | | | No Cash Buyouts or Repricing of Options | | | No Guaranteed Bonuses or Salary Increases |

  37. Alignment of our NEOs’ 2024 compensation with financial performance

    For the 2024 Incentive Compensation Plan (“ICP”) metrics, the Company’s performance against established targets fell short of our internal earnings per share (“EPS”) target and above target payout for each of the Adjusted Free Cash Flow Conversion and policy deployment targets. Following the conclusion of fiscal 2024, the Committee reviewed and discussed the Company’s achievement of the fiscal 2024 objectives and its financial results. As calculated, the Company’s performance against established targets resulted in a total Company 2024 ICP payout, which represents 100% of the payout for Mr. Pinkham, Mr. Rehard and Mr. Dubovoy, and 40% of the payout for Mr. Morton and Mr. Zaba, of 97% of target. At management’s request, under its authority and upon discussion with management, the Committee exercised negative discretion to reduce the 2024 IPC payout to 87.3% of target. In making its determination, the Committee considered the Company’s strong Adjusted Free Cash Flow Conversion and policy deployment performance in the context of EPS performance that fell below established targets. See “ICP Results for 2024” for additional information. Our NEOs who are corporate leaders, Mr. Pinkham, Mr. Rehard, and Mr. Dubovoy (“Corporate NEOs”), have annual cash incentives based 90% on total Company financial performance measures and 10% on a policy deployment metric that consists of a weighted average of operating segments’ performance against the segment-specific policy deployment metrics (“Total Company Policy Deployment”). Our NEOs who are presidents of our operating segments, Mr. Morton and Mr. Zaba (“Segment NEOs”), have annual cash incentives based 40% on total Company performance, with the remaining 60% based on their respective segment-level measures and results, including policy deployment metrics that are tailored to each operating segments’ key strategic objectives. The ICP performance measures applicable to our NEOs are described further below under “Annual Cash Incentives — ICP Performance Measures for 2024”, and the Committee’s determination of the annual cash incentives is described further below under “Annual Cash Incentives — Targets and Target-Setting Methodology”. The Committee approved the payout of shares dictated by the formula underlying our performance share unit awards (“PSUs”) granted in 2022, with a performance period of fiscal years 2022 to 2024, at a level of 90% of target. This was comprised of an achievement level of 0% of target for total shareholder return (“TSR”) and an achievement level of 179% of target for return on invested capital (“ROIC”), both over the three-year performance period. This section includes non-GAAP financial measures which management uses to evaluate our business and make operating decisions. We believe these measures help demonstrate the close alignment of our NEOs’ compensation with the Company’s financial performance. Reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are attached as Exhibit A. * Excludes results of the Industrial Systems operating segment, as the industrial motors and generators businesses that comprised a majority of this operating segment were divested effective April 30, 2024.

  38. 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, is at-risk because the value of these awards varies with changes in our stock price and is impacted by our financial performance. By creating a compensation package where a considerable percentage is paid in equity awards that are subject to vesting over multiple years or dependent on achieving multi-year performance goals, our NEOs have a significant stake in our long-term success and are aligned with the interests of our shareholders. As shown in the following charts, 90% of the CEO’s target compensation and, on average, 80% of the other NEOs’ target compensation was at risk in fiscal 2024. For purposes of this disclosure, target compensation includes annual base salary as in effect on December 31, 2024, target annual incentive awards for fiscal 2024, and grant date fair value of fiscal 2024 long-term incentive awards.

  39. Changes to our compensation program in 2024 that impacted our NEOs

    | | similar to our size as measured by revenue and market capitalization. The Committee believes that this change will allow for a more accurate assessment of our TSR performance relative to comparable companies. | | ● | Changes to the Supplemental Retirement Plan. Effective as of January 1, 2024, we made changes to the Supplemental Retirement Plan (“SRP”) that included permitting NEOs and other highly compensated employees to defer up to 75% of their base salary. We also finalized and approved a further amendment and restatement of our SRP, effective April 2024 to allow eligible employees, including NEOs, to defer RSUs and PSUs. No Company matching contribution will be made with respect to such deferrals under the Amended and Restated SRP. | | ● | Adopted Supplemental Recovery (Clawback) Policy. The Committee approved adoption of a Supplemental Recovery Policy that builds on the existing compensation recovery (clawback) policy by expanding: (1) the scope of associates who may be subject to recovery to include all current and former employees and independent contractors; (2) the forms of compensation covered to include, among others, any compensation granted under any equity or cash incentive plan, whether time-vesting or performance vesting; and (3) the circumstances that may give rise to compensation recovery to include, among others, certain types of misconduct. The Committee agreed that this expanded scope was prudent to ensure coverage for additional circumstances where recovery is equitable and fair, in further alignment with the Company’s integrity value and extending beyond the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) requirements. |

  40. Anticipated changes to our compensation program in 2025 that impact our NEOs

    | ● | Changes to the Long-Term Incentive Compensation Mix. The Committee approved changing our long-term incentive award mix for 2025 to a mix of 60% PSUs and 40% RSUs, in contrast to the 2024 mix of 50% PSUs, 25% RSUs and 25% SARs. The Committee determined that it was appropriate to eliminate SARs and increase the proportion represented by PSUs in 2025 to increase alignment of our NEO compensation with our strategic objectives and performance, and remain competitive with industry pay practices. | | ● | New 2025 PSU Design. For 2023 and 2024, the Committee had approved TSR as the single metric for our PSU design given the challenges associated with calculating ROIC stemming from the Company’s merger with Rexnord Corporation’s Process & Motion Control Business (“Rexnord PMC”) and subsequent Altra acquisition. With these transactions completed, and given the financial and strategic importance of continuing to deliver on the Company’s cost and cross-sell synergy capture commitments, for 2025, the Committee approved PSU awards with three equally weighted performance measures: ROIC, TSR, and Synergy Achievement. Additionally, the 2025 PSUs will be eligible for a limited revenue growth multiplier if the Company achieves revenue growth above target. | | ● | Renaming of Growth Initiative Measure and Weighting Change for ICP. To make clearer that the Total Company Policy Deployment measure in the ICP is linked to revenue growth, in 2025, this metric was renamed Revenue Growth Initiatives (“RGI”). In addition, in 2025, ICP metrics will remain the same as in the 2024 ICP, but will be re-weighted to place more emphasis on growth. The Committee determined increased weighting toward EPS and RGI in the case of total Company ICP, and EBITDA and RGI in the case of operating segment ICP, will more closely align performance factors with the Company’s strategic initiatives and growth objectives, and will effectively align ICP payouts with the achievement of Company goals. |

  41. Our Committee’s role in setting NEO compensation

    The Committee reviews data from market surveys from our established peer group and retains an independent compensation consultant to assess our competitive position with respect to executive compensation. The Committee takes various factors into account in setting compensation levels and does not use a formulaic approach, but generally seeks to 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.

  42. 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 2024. In setting compensation for 2024, the Committee directed Meridian to assemble compensation data for our NEOs and compare the data against aggregated peer group proxy data and general industry survey data for persons holding similarly situated positions in our peer group. In setting compensation levels for NEOs, we consider compensation within a 15% range above or below the 50th percentile of peer group 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 2024, the Committee selected companies that it believed to be comparable to our Company by generally using the following criteria:

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

    | ● | Comparable revenue (target companies with annual revenues ranging from approximately 0.5 to 3.0 times our estimated annual revenues and with an overall median revenue that approximates ours based on estimated revenues for 2024; | | ● | Comparable market capitalization; | | ● | Similar industry (companies competing in an industry similar to ours that have the level of complexity and business model similar to ours); and | | ● | Competition for talent (companies that we compete with for executive talent). |

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

    After completing its review in consultation with Meridian, the Committee decided to use the same peer group for 2024 as it used in 2023.

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

    | 38 | | • 2025 Proxy Statement |

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

    For 2024, the 19 companies in our peer group for purposes of NEO benchmarking were:

  47. 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. | | |

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

    Meridian benchmarked our executive compensation opportunities using our 2024 peer group as the primary benchmark and to general industry survey data based on appropriate size as an additional benchmark. We did not influence the selection of these surveys. We believe these benchmarks help to broaden the Committee’s understanding of market trends and practices. In reviewing and analyzing this data, Meridian considered information for each NEO position with respect to the following elements of total compensation:

  49. 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). |

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

    As a result of its 2024 review, the Committee approved increases to target total cash compensation for some NEOs as described below. 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 and Analysis portion of our proxy statement, and advising on other topics as requested by the Committee.

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

    | 2025 Proxy Statement • | | 39 |

  52. 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 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 financial 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 maximum) or lower than target, based on results, and are paid in a single payment following the end of the performance period. | Annual | | Long Term Incentive (“LTI”) Equity Awards | | | | SARs | SARs are 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. 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. As disclosed above, although SARs were included as a component of the 2024 LTI equity awards, we have not granted SARs in 2025. | Three years (ratable vesting on the first three anniversaries of the grant date) | | RSUs | RSUs are the right to receive a share of our common stock upon the vesting date specified in the award, if the NEO remains employed on the vesting date. | Three years (ratable vesting on the first three anniversaries of the grant date) | | PSUs | The right to receive a share of our common stock upon achievement of the performance conditions specified in the award, if the NEO remains employed on the vesting date. For PSUs granted in 2024, the PSUs are based on a performance metric of TSR, relative to the S&P 900 Industrials Sub-Index. | Three years (cliff vesting) |

  53. Base Salaries

    Base Salaries We determine base salaries for our NEOs based upon job responsibilities, level of experience, individual performance, and expectations with respect to contributions to our future performance, as well as comparisons to the salaries of executives in similar positions as compared to our peer group. With the exception of Mr. Dubovoy, early in 2024, the Committee set the base salaries of our NEOs in accordance with these factors. Mr. Dubovoy joined the Company in March 2024 and his base salary was established by the Committee consistent with our general approach of paying base salaries within a range of the median level of similarly situated executive officers in the peer group and general industry data. Effective as of December 31, 2024, the base salaries of our NEOs were as follows:

  54. Base Salaries

    In setting base salary levels, the Committee compared the NEOs’ base salary levels to the salary levels of the executive officers in our peer group based on proxy statement data and general industry data from Meridian’s executive compensation database and made changes accordingly. As shown in the table above, the base salary for some of our NEOs increased during 2024. 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 2024 peer group companies. After taking 2024 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.

  55. Annual Cash Incentives

    Annual Cash Incentives

  56. Overview

    Overview In fiscal year 2024, we provided annual cash incentive awards through our ICP. Under the ICP, annual cash incentive awards are paid out based on the Company’s achievement of performance goals related to certain key financial measures. Early in 2024, the Committee set performance goals (as described below under “ICP Performance Measures for 2024”) and a targeted level of annual cash incentive compensation for each NEO that could be earned for achievement of target performance. In contrast to the 2023 ICP’s use of two six-month performance periods due to mid-year restructuring, in 2024, we used a single performance period of the entire fiscal year to measure ICP performance. Our Corporate NEOs had 2024 ICP payout targets based 90% on measures related to total Company financial performance and 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, which reflects heavier weighting toward total Company performance, serves to emphasize the importance of corporate officers’ focus on total Company performance objectives that are critical to stakeholder success. Our Segment NEOs had 2024 ICP payout targets based 40% on 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.

  57. Targets and Target-Setting Methodology

    Targets and Target-Setting Methodology The Committee, in consultation with Meridian and our CEO (other than with respect to his own compensation), set annual cash incentive targets under the ICP near the median level with respect to each respective position held by our NEOs relative to our peer group. Our NEOs whose annual cash incentive targets under the ICP were set near the median level were given the opportunity to earn above median annual cash incentive awards if the Company-wide financial targets under the ICP plan were exceeded, while being at risk of receiving below median awards (or no awards at all) if our financial performance did not meet the targeted results. For 2024, the target cash incentive amounts for each of our NEOs are set forth in the table below. For 2024, we did not change the target cash incentives as a percentage of base salary for any of our continuing NEOs. The Committee established the 2024 target cash incentive amount for Mr. Dubovoy, who joined the Company in March 2024, at a level consistent with our general approach of setting annual cash incentive targets near the median level of similarly situated executive officers in the peer group and general industry data. If each of the applicable financial performance goals were achieved at the target level, then the NEO would receive their target amount. However, if one or more of the applicable financial performance goals was achieved above or below the target level, then the NEO’s actual incentive compensation would be higher or lower than the target amount (ranging from zero to two times the target amount). Our NEOs’ base salaries as of December 31, 2024 were used for purposes of determining the ICP payouts for 2024.

  58. ICP Performance Measures for 2024

    ICP Performance Measures for 2024 As disclosed earlier in this proxy statement, our Corporate NEOs had ICP payout targets based 90% on measures related to total Company financial performance and based 10% on Total Company Policy Deployment, whereas our Segment NEOs 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 for our three operating segments include revenue growth targets for specific products, cost synergies, cost savings, innovation metrics, and customer service level metrics. 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. Consistent with prior years, our ICP as originally established may exclude 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 only for the sale of the industrial motors and generators business, effective April 30, 2024.

  59. Total Company Performance Goals

    Total Company Performance Goals Our total Company performance measures were Adjusted Earnings Per Share, Adjusted Free Cash Flow Conversion, and Total Company Policy Deployment. We selected these measures because we consider them to be fundamental operational metrics of our business for 2024 that are directly tied to shareholder value. We defined these performance measures in the total Company ICP as follows:

  60. Total Company Performance Goals

    | ● | “Adjusted Earnings Per Share” means adjusted diluted earnings per share as reported in our earnings release for the fiscal year ended December 31, 2024. | | ● | “Adjusted Free Cash Flow Conversion” for purposes of the Corporate ICP means adjusted free cash flow as a percentage of adjusted net income (plus intangible amortization, net of taxes). | | ● | “Total Company Policy Deployment” is a weighted average of each operating segment’s performance against segment-specific policy deployment metrics. It is intended to align total Company ICP payout with the performance of our businesses and their respective goals. |

  61. Total Company Performance Goals

    | 44 | | • 2025 Proxy Statement |

  62. Total Company Performance Goals

    For our total Company performance, the following targets were approved by the Committee:

  63. Total Company Performance Goals

    | Total Company Performance Measures | Weight | Threshold | Target | Maximum | | Adjusted Earnings Per Share | 45% | $9.08 | $10.08 | $10.59 | | Adjusted Free Cash Flow Conversion | 45% | 90% | 100% | 110% | | Total Company Policy Deployment(1), which is a weighted average of segment policy deployment measures | 10% | | | |

  64. Total Company Performance Goals

    | (1) 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 segment’s overall policy deployment goal is disclosed below. |

  65. Operating Segment Performance Goals

    Operating Segment Performance Goals The performance goals for each of our operating segments were segment-level Adjusted EBITDA, Adjusted Free Cash Flow Conversion, and policy deployment. The Company selected Adjusted EBITDA and Adjusted Free Cash Flow Conversion 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 it was appropriate to replace DIO with Adjusted Free Cash Flow Conversion. Although DIO ensures a strong focus on inventory management and reduction across the business, it is only one component contributing to the overall health of free cash flow, and the Committee desired to increase focus on free cash flow. 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 included only detailed discussion regarding the policy deployment metrics for segments relative to our NEOs below. The portion of Mr. Morton’s 2024 ICP payout that is based on operating segment performance is based on the performance of the Industrial Powertrain Solutions (“IPS”) operating segment. The portion of Mr. Zaba’s 2024 ICP payout that is based on operating segment performance is based on the performance of the Automation and Motion Control (“AMC”) operating segment. We defined Adjusted EBITDA in the ICP as follows:

  66. 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 Conversion” for the purposes of the operating segment ICP performance means adjusted free cash flow as a percentage of Adjusted EBITDA. |

  67. Operating Segment Performance Goals

    For the 60% portion of Mr. Morton’s 2024 ICP payout based on the performance of our IPS operating segment, the following targets were approved by the Committee:

  68. Operating Segment Performance Goals

    | Segment Performance Measures | Overall ICP Weight | Threshold | Target | Maximum | | IPS Adjusted EBITDA ($ in millions) | 45% | $605.6 | $672.9 | $706.6 | | IPS Adjusted Free Cash Flow Conversion | 40% | 90% | 100% | 110% | | IPS policy deployment measures(1) | 15% | | | |

  69. Operating Segment Performance Goals

    | (1) 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 segment’s overall policy deployment goal is disclosed below. |

  70. Operating Segment Performance Goals

    | 2025 Proxy Statement • | | 45 |

  71. Operating Segment Performance Goals

    For the 60% portion of Mr. Zaba’s 2024 ICP payout based on the performance of our AMC operating segment, the following targets were approved by the Committee:

  72. Operating Segment Performance Goals

    | Segment Performance Measures | Overall ICP Weight | Threshold | Target | Maximum | | AMC Adjusted EBITDA ($ in millions) | 45% | $411.1 | $456.8 | $479.6 | | AMC Adjusted Free Cash Flow Conversion | 40% | 90% | 100% | 110% | | AMC policy deployment measures(1) | 15% | | | |

  73. Operating Segment Performance Goals

    | (1) 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 segment’s overall policy deployment goal is disclosed below. |

  74. 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 up to 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 (or below) were met for any of the performance metrics, then the NEOs would be eligible to receive 0% of their target amount for that metric. If the actual results were to fall between threshold and target, or target and maximum, then the payout percentage would be interpolated between threshold and target, or target and maximum, respectively.

  75. ICP Results for 2024

    | Total Company Performance Measures | Weight | Actual Results | Payout % | | Adjusted Earnings Per Share | 45% | $9.12 | 1.8% | | Adjusted Free Cash Flow Conversion | 45% | 107.8% | | | Adjusted Free Cash Flow Conversion following Committee exercise of negative discretion(1) | | 105.5% | 69.9% | | Total Company Policy Deployment(2), which is a weighted average of segment policy deployment measures | 10% | | 15.6% | | Total Company Performance | 100% | — | 87.3% |

  76. ICP Results for 2024

    | (1) Based on management’s recommendation, the Committee reviewed and approved the exercise of negative discretion to decrease the payout percentage of the Adjusted Free Cash Flow Conversion metric, thereby reducing the overall total Company 2024 ICP payout. | | (2) Due to the highly-strategic and confidential nature of the specific policy deployment objectives that were selected by our operating segments, disclosure of the 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. |

  77. ICP Results for 2024

    | Segment Performance Measures | | Weight (Morton) | Weight (Zaba) | Actual Results | Payout % | | IPS Adjusted EBITDA ($ in millions) | | 27% | | $679 | 68.0% | | IPS Adjusted Free Cash Flow Conversion | | 24% | | 99.2% | 36.8% | | IPS policy deployment(1) | | 9% | | | 23.7% | | AMC Adjusted EBITDA ($ in millions) | | | 27% | $361 | 0% | | AMC Adjusted Free Cash Flow Conversion | | | 24% | 99.4% | 37.6% | | AMC policy deployment(1) | | | 9% | | 19.6% | | | Morton (IPS) Total: | 60% | — | — | 128.5% | | | Zaba (AMC) Total: | — | 60% | — | 57.2% |

  78. NEO Payouts Based on 2024 ICP Results

    NEO Payouts Based on 2024 ICP Results The NEOs earned payouts for 2024 in the following amounts:

  79. NEO Payouts Based on 2024 ICP Results

    | Name | Annual Incentive Compensation | | Louis V. Pinkham | $1,414,260 | | Robert J. Rehard | $561,613 | | Jerrald R. Morton | $493,829 | | Kevin J. Zaba | $331,521 | | Hugo Dubovoy, Jr. | $283,725 |

  80. Long-Term Incentives

    Long-Term Incentives

  81. 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 2024, we made long-term equity-based awards decisions in January, at the same time we completed our annual performance reviews. Grants of these awards were effective on February 23, 2024 for all NEOs, with the exception of Mr. Dubovoy. Mr. Dubovoy received a one-time, sign-on RSU award on March 11, 2024 with a value of $700,000 and three-year ratable vesting, and an annual equity award on April 1, 2024 in the form of 25% RSUs, 25% SARs, and 50% PSUs with a value of $700,000, in connection with him joining the Company as Executive

  82. Overview

    Vice President, General Counsel on March 11, 2024. The one-time RSU award was intended to compensate Mr. Dubovoy for equity compensation forfeited from his former employer to incentivize him to join the Company. These awards were granted under our 2023 Omnibus Incentive Plan that was approved by our shareholders at our 2023 annual meeting of shareholders (our “2023 Plan”). The proportion of overall annual long-term incentive target value represented by each form of award granted to our NEOs in 2024 was 50% PSUs, 25% SARs and 25% RSUs. The Committee granted PSUs, SARs and RSUs to each of our NEOs in 2024 in the amounts indicated below in the “Grants of Plan-Based Awards Table for Fiscal 2024” and the narrative following the table. We value SARs using a Black-Scholes formula and PSUs and RSUs 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.

  83. Performance Share Units (PSUs)

    Performance Share Units (PSUs) The PSUs granted in fiscal 2024 used TSR as the sole performance metric. The TSR performance metric is achieved based on our TSR relative to S&P 900 Industrials Sub-Index over our fiscal years 2024 - 2026, as follows:

  84. Performance Share Units (PSUs)

    | ● | TSR below 25th percentile of the S&P 900 Industrials Sub-Index will result in zero PSUs being earned; | | ● | TSR at the 25th percentile of the S&P 900 Industrials Sub-Index will result in the threshold number of PSUs (25% of the target PSUs) being earned; | | ● | TSR at the 50th percentile of the S&P 900 Industrials Sub-Index will result in the target number of PSUs (100% of the target PSUs) being earned; | | ● | TSR at the 75th percentile of the S&P 900 Industrials Sub-Index will result in the maximum number of PSUs (200% of the target PSUs) being earned; and | | ● | TSR between the 25th and 50th percentile of the S&P 900 Industrials Sub-Index, or between the 50th and 75th percentile of S&P 900 Industrials Sub-Index, will result in the number of PSUs earned being interpolated between threshold and target, or between target and maximum, respectively. |

  85. 2022 - 2024 PSU Results

    2022 - 2024 PSU Results In 2024, the three-year performance period (fiscal years 2022 through 2024) for the PSUs that we granted to our NEOs in 2022 (the “2022 PSUs”) was completed. The PSUs granted in fiscal year 2022 had two performance metrics: TSR and ROIC. Half of the 2022 PSUs were subject to the TSR performance metric and half were subject to the ROIC metric. The ROIC metric related to the 2022 PSUs was established such that the ROIC target for fiscal year 2022 was 7.3% 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 9% and 11%, respectively. The ROIC target for the cumulative three-year period was established as 9.3%. 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 2022 ROIC PSUs substantially exclude the impact of all acquisitions and dispositions that occurred during the three-year performance period. Based on our performance for the performance period of the 2022 PSUs, which ended in 2024, our TSR of 7% was at the 22nd percentile of our peer group, resulting in 0% of the 2022 TSR PSUs being earned, and our ROIC performance against the cumulative target and against each of the three annual performance targets resulted in 179% of the 2022 ROIC PSUs being earned, for a combined payout of 90%.

  86. 2022 - 2024 PSU Results

    | 48 | | • 2025 Proxy Statement |

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

    Policies and Practices Relating to the Timing of Equity Awards We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. The Committee also may consider and approve interim or mid-year grants, or grants made on another basis, from time to time based on business needs, changing compensation practices or other factors, in the discretion of the Committee. The Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

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

    | 2025 Proxy Statement • | | 49 |

  89. Employment Agreements and Severance and Change in Control Benefits

    Employment Agreements and Severance and Change in Control Benefits

  90. Employment Agreements and Severance and Change in Control Benefits

    Employment Agreements and Severance and Change in Control Benefits We entered into an employment agreement with Mr. Pinkham when he was hired to be our CEO on April 1, 2019 that provided for severance benefits upon certain terminations of employment. In connection with the adoption of the Executive Severance Policy, effective November 3, 2023, Mr. Pinkham’s employment agreement was amended to eliminate the termination provisions and severance benefits provided thereunder and to instead provide for his participation in the Executive Severance Policy. The purpose of the employment agreement with Mr. Pinkham is to provide clarity concerning the terms and conditions of Mr. Pinkham’s employment as our CEO and to ensure that Mr. Pinkham will be subject to our confidentiality and restrictive covenant agreements. The terms of Mr. Pinkham’s employment agreement, as amended, are described below under the heading “Potential Payments Upon Termination or Change in Control — Employment Agreement.” Mr. Rehard, Mr. Morton, Mr. Zaba, and Mr. Dubovoy are also eligible for the Executive Severance Policy. The Committee’s two primary objectives with respect to the Executive Severance Policy are to provide severance benefits (both before and after a change in control) that are internally consistent among our executives and also competitive with the severance benefits offered by our peer companies. The Executive Severance Policy also is intended to permit our executives to focus on actions in the best interests of our shareholders rather than their own job security in connection with an anticipated or actual change in control by providing certain employment protections and enhanced severance benefits in connection with a change in control. A summary of the terms of the Executive Severance Policy can be found below under the heading “Potential Payments Upon Termination or Change in Control – Executive Severance Policy.”

  91. 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 Executive Vice President, Chief Financial Officer, and each of our three other most highly compensated executive officers as of December 31, 2024, 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 December 31, 2022, December 31, 2023 and December 31, 2024.

  92. Summary compensation table for fiscal years 2022-2024

    Summary compensation table for fiscal years 2022-2024

  93. Summary compensation table for fiscal years 2022-2024

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Non-qualified Deferred Compensation Earnings ($)(4) | All Other Compensation ($)(5) | Total ($) | | Louis V. Pinkham Chief Executive Officer | 2024 | 1,200,000 | – | 7,208,599 | 1,795,127 | 1,414,260 | – | 311,819 | 11,929,805 | | | 2023 | 1,119,493 | – | 7,048,379 | 1,643,723 | 1,760,822 | – | 233,072 | 11,805,489 | | | 2022 | 1,078,945 | – | 4,465,248 | 1,381,238 | 1,516,365 | – | 203,203 | 8,644,999 | | Robert J. Rehard Executive Vice President, Chief Financial Officer | 2024 | 745,306 | – | 1,932,706 | 481,278 | 561,613 | – | 181,288 | 3,902,191 | | | 2023 | 655,810 | – | 2,186,543 | 512,515 | 665,537 | – | 153,879 | 4,174,284 | | | 2022 | 603,720 | – | 1,139,417 | 350,005 | 510,833 | – | 116,614 | 2,720,589 | | Jerrald R. Morton Executive Vice President & President, Industrial Powertrain Solutions | 2024 | 541,344 | – | 1,305,104 | 325,021 | 493,829 | – | 68,799 | 2,734,096 | | | 2023 | 484,995 | – | 1,221,830 | 287,477 | 352,035 | 28,559 | 103,821 | 2,478,717 | | | 2022 | 468,936 | – | 645,544 | 199,991 | 316,786 | – | 259,775 | 1,891,032 | | Kevin J. Zaba Executive Vice President & President, Automation & Motion Control Solutions | 2024 | 590,827 | – | 1,506,045 | 375,053 | 331,521 | – | 67,183 | 2,870,630 | | | 2023 | 543,512 | – | 1,379,839 | 337,503 | 391,079 | – | 62,266 | 2,714,199 | | | 2022 | 538,175 | – | 1,012,467 | 337,511 | 378,563 | – | 45,916 | 2,312,632 | | Hugo Dubovoy, Jr. Executive Vice President, General Counsel and Corporate Secretary | 2024 | 384,615 | – | 1,380,265 | 175,018 | 283,725 | – | 41,044 | 2,264,667 |

  94. Summary compensation table for fiscal years 2022-2024

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

  95. Summary compensation table for fiscal years 2022-2024

    | 2025 Proxy Statement • | | 51 |

  96. Summary Compensation Table

    Summary Compensation Table

  97. Summary Compensation Table

    | (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 — $5,413,551; Mr. Rehard — $1,451,388; Mr. Morton — $980,125; Mr. Zaba — $1,131,031; and Mr. Dubovoy — $505,305. The values of the 2024 PSUs at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Pinkham — $10,827,103; Mr. Rehard — $2,902,775; Mr. Morton — $1,960,250; Mr. Zaba — $2,262,061; and Mr. Dubovoy — $1,010,610. 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 2024, 2023 and 2022 are included under the caption “Shareholders’ Equity” in Note [10] of the Notes to Consolidated Financial Statements in the 2024, 2023 and 2022 Annual Reports on Form 10-K, and such information is incorporated herein by reference. | | (3) These amounts reflect the full grant date fair value of all option awards granted during the indicated fiscal year, computed in accordance with ASC Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to service-based vesting conditions. The assumptions made in valuing the option awards for 2024, 2023 and 2022 are included under the caption “Shareholders’ Equity” in Note [10] of the Notes to Consolidated Financial Statements in the 2024, 2023 and 2022 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. The change in the present value of Mr. Morton’s benefit during 2024 was negative ($8,149), but the SEC’s disclosure rules do not permit disclosure of a negative number in this column in the Summary Compensation Table, so the number shown is zero. | | (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, spouses accompanied certain NEOs on business travel on the Company airplane during 2024, but, because there was no incremental cost associated with such spousal travel, no amount has been included as 2024 compensation. |

  98. Summary Compensation Table

    | Name | Company Car Use ($) | Personal Use of Aircraft | Club Membership Dues ($) | Life Insurance Premiums ($) | Company Contribution to 401(k) Plan ($) | Company Contribution to SRP ($) | Executive Physical | | Louis V. Pinkham | 4,537 | – | 9,610(1) | 1,872 | 13,800 | 282,000 | | | Robert J. Rehard | 6,811 | 14,333 | – | 1,872 | 13,800 | 140,015 | 4,457 | | Jerrald R. Morton | 9,029 | – | – | 1,872 | 13,800 | 39,676 | 4,422 | | Kevin J. Zaba | 8,419 | – | – | 1,872 | 13,800 | 43,092 | | | Hugo Dubovoy, Jr. | 11,539 | – | – | 1,872 | 962 | 26,671 | |

  99. Summary Compensation Table

    | (1) Includes club membership dues paid to an organization that Mr. Pinkham joined at the request of the Board. |

  100. Summary Compensation Table

    | 52 | | • 2025 Proxy Statement |

  101. 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 2024, 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.

  102. Grants of plan-based awards table for fiscal 2024

    Grants of plan-based awards table for fiscal 2024

  103. Grants of plan-based awards table for fiscal 2024

    | | | 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 | Threshold ($) | Target ($) | Maximum ($) (200%) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Louis V. Pinkham | 2/23/2024 | | | | 5,327 | 21,309 | 42,618 | | | | 5,413,551 | | | 2/23/2024 | | | | | | | 10,655 | | | 1,795,048 | | | 2/23/2024 | | | | | | | | 28,560 | 168.47 | 1,795,127 | | | | | 1,620,000 | 3,240,000 | | | | | | | | | Robert Rehard | 2/23/2024 | | | | 1,428 | 5,713 | 11,426 | | | | 1,451,388 | | | 2/23/2024 | | | | | | | 2,857 | | | 481,319 | | | 2/23/2024 | | | | | | | | 7,657 | 168.47 | 481,278 | | | | | 643,314 | 1,286,628 | | | | | | | | | Jerrald Morton | 2/23/2024 | | | | 965 | 3,858 | 7,716 | | | | 980,125 | | | 2/23/2024 | | | | | | | 1,929 | | | 324,979 | | | 2/23/2024 | | | | | | | | 5,171 | 168.47 | 325,021 | | | | | 440,840 | 881,680 | | | | | | | | | Kevin J. Zaba | 2/23/2024 | | | | 1,113 | 4,452 | 8,904 | | | | 1,131,031 | | | 2/23/2024 | | | | | | | 2,226 | | | 375,014 | | | 2/23/2024 | | | | | | | | 5,967 | 168.47 | 375,053 | | | | | 478,800 | 957,600 | | | | | | | | | Hugo Dubovoy, Jr. | 4/1/2024 | | | | 497 | 1,989 | 3,978 | | | | 505,305 | | | 3/11/2024 | | | | | | | 4,080 | | | 700,006 | | | 4/1/2024 | | | | | | | 994 | | | 174,954 | | | 4/1/2024 | | | | | | | | 2,653 | 168.47 | 175,018 | | | | | 325,000 | 650,000 | | | | | | | |

  104. Grants of plan-based awards table for fiscal 2024

    | (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, 2024. The amounts earned under these awards based on performance during fiscal year 2024 are shown in the “Non-Equity Incentive Compensation” column for fiscal year 2024 in the Summary Compensation Table. | | (2) The amounts 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 2024 to 2026 and will be determined after the end of fiscal year 2026. | | (3) The amounts shown in this column reflect the number of RSUs we granted to each NEO pursuant to our 2023 Plan. |

  105. Grants of plan-based awards table for fiscal 2024

    | 2025 Proxy Statement • | | 53 |

  106. Outstanding Equity Awards at Fiscal 2024 Year-End

    Outstanding Equity Awards at Fiscal 2024 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, 2024, 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.

  107. Outstanding Equity Awards at Fiscal 2024 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) | 47,511 | - | 84.39 | 2/18/2030 | | | | | | | 33,374 | - | 133.77 | 2/23/2031 | | | | | | | 21,923 | 10,800(5) | 151.27 | 2/23/2032 | | | | | | | 10,311 | 20,016(5) | 154.20 | 2/23/2033 | | | | | | | - | 28,560(5) | 168.47 | 2/23/2034 | | | | | | | | | | | 20,979(6) | 3,254,427 | 43,131 | 6,690,942 | | Robert J. Rehard | 2,164 | - | 76.99 | 5/10/2027 | | | | | | | 7,730 | - | 74.04 | 5/9/2028 | | | | | | | 15,382 | - | 78.05 | 5/8/2029 | | | | | | | 12,340 | - | 84.39 | 2/18/2030 | | | | | | | 9,276 | - | 133.77 | 2/23/2031 | | | | | | | 5,555 | 2,737(5) | 151.27 | 2/23/2032 | | | | | | | 3,215 | 6,241(5) | 154.20 | 2/23/2033 | | | | | | | - | 7,657(5) | 168.47 | 2/23/2034 | | | | | | | | | | | 5,894(6) | 914,338 | 12,510 | 1,940,741 | | Jerrald R. Morton | 3,376 | - | 76.99 | 5/10/2027 | | | | | | | 3,408 | - | 74.04 | 5/9/2028 | | | | | | | 3,776 | - | 78.05 | 5/8/2029 | | | | | | | 6,170 | - | 84.39 | 2/18/2030 | | | | | | | 4,725 | - | 133.77 | 2/23/2031 | | | | | | | 3,173 | 1,565(5) | 151.27 | 2/23/2032 | | | | | | | 1,803 | 3,501(5) | 154.20 | 2/23/2033 | | | | | | | - | 5,171(5) | 168.47 | 2/23/2034 | | | | | | | | | | | 3,644(6) | 565,298 | 7,676 | 1,190,732 |

  108. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 2025 Proxy Statement • | | 55 |

  109. Outstanding Equity Awards at Fiscal 2024 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) | | Kevin J. Zaba | 3,070 | - | 62.92 | 5/25/2028 | | | | | | | 20,153 | - | 98.16 | 2/16/2031 | | | | | | | 5,356 | 2,640(5) | 151.27 | 2/23/2032 | | | | | | | 2,117 | 4,110(5) | 154.20 | 2/23/2033 | | | | | | | - | 5,967(5) | 168.47 | 2/23/2034 | 4,469(6) | 693,207 | 8,933 | 1,385,716 | | Hugo Dubovoy, Jr. | - | 2,849(5) | 168.47 | 2/23/2034 | | | | | | | | | | | 5,105(6) | 792,000 | 1,998 | 309,928 |

  110. Outstanding Equity Awards at Fiscal 2024 Year-End

    | (1) Exercisable stock options or SARs are vested. Unexercisable stock options or SARs 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 2024, PSUs were eligible to be earned as follows, at their target levels: For Mr. Pinkham: 21,681 units were eligible to be earned based on performance through the end of fiscal year 2025 and 21,450 units were eligible to be earned based on performance through the end of the fiscal year 2026. For Mr. Rehard: 6,760 units were eligible to be earned based on performance through the end of fiscal year 2025 and 5,751 units were eligible to be earned based on performance through the end of the fiscal year 2026. For Mr. Morton: 3,792 units were eligible to be earned based on performance through the end of fiscal year 2025 and 3,883 units were eligible to be earned based on performance through the end of the fiscal year 2026. For Mr. Zaba: 4,451 units were eligible to be earned based on performance through the end of fiscal year 2025 and 4,481 units were eligible to be earned based on performance through the end of the fiscal year 2026. For Mr. Dubovoy: 1,998 units were eligible to be earned based on performance through the end of the fiscal year 2026. 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 $155.13 per share closing price of our common stock on the New York Stock Exchange on the last trading day of our fiscal year 2024. | | (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 were granted ten years before the expiration date and vest 34% on the first anniversary, 33% on the second anniversary and 33% on the third anniversary of the date of the grant. | | (6) RSUs generally vest 34% on the first anniversary, 33% on the second anniversary and 33% on the third anniversary of the date of the grant. |

  111. Outstanding Equity Awards at Fiscal 2024 Year-End

    | 56 | | • 2025 Proxy Statement |

  112. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  113. 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 fiscal year 2024 for each of our NEOs.

  114. Option exercises and stock vested for fiscal 2024

    Option exercises and stock vested for fiscal 2024

  115. Option exercises and stock vested for fiscal 2024

    | | 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 | 55,581 | 5,677,321 | 31,125 | 5,243,629 | | Robert J. Rehard | 5,465 | 648,911 | 8,698 | 1,465,352 | | Jerrald R. Morton | 7,242 | 679,832 | 5,168 | 870,339 | | Kevin J. Zaba | – | – | 3,850 | 631,993 | | Hugo Dubovoy, Jr. | – | – | – | – |

  116. Pension Benefits

    Pension Benefits The following table sets forth the actuarial present value of the accumulated benefit under the defined benefit plan for Mr. Morton, assuming benefits are paid at normal retirement age based on current levels of compensation. None of our other NEOs participate in any 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, 2024 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, 2024. The table also reports any pension benefits paid to Mr. Morton during the year.

  117. Pension benefits for fiscal 2024

    Pension benefits for fiscal 2024

  118. Pension benefits for fiscal 2024

    | 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) | 379,180 | – |

  119. Pension benefits for fiscal 2024

    | (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. |

  120. Pension benefits for fiscal 2024

    | 2025 Proxy Statement • | | 57 |

  121. Nonqualified Deferred Compensation for Fiscal 2024

    Nonqualified Deferred Compensation for Fiscal 2024

  122. Nonqualified Deferred Compensation for Fiscal 2024

    | Name | Plan Name | Executive contributions in last FY ($) | Registrant contributions in last FY ($)(1) | Aggregate earnings (losses) in last FY ($) | Aggregate withdrawals/ distributions in last Fiscal Year ($) | Balance at Fiscal Year End ($)(2) | | Louis V. Pinkham | SRP | 299,250 | 282,000 | 118,717 | — | 1,590,317 | | Robert J. Rehard | SRP | 200,153 | 140,015 | 71,285 | — | 917,793 | | Jerrald R. Morton | SRP | 78,538 | 39,676 | 28,020 | — | 277,499 | | Kevin J. Zaba | SRP | — | 43,092 | 10,138 | — | 145,985 | | Hugo Dubovoy, Jr. | SRP | — | 26,671 | — | — | 26,671 |

  123. Nonqualified Deferred Compensation for Fiscal 2024

    | (1) The amounts shown in this column were reported in the “All Other Compensation” column of the Summary Compensation Table for 2024. | | (2) The amounts shown in this column include $1,099,571 for Mr. Pinkham, $580,727 for Mr. Rehard, $164,257 for Mr. Morton and $131,037 for Mr. Zaba that were previously reported in the Summary Compensation Table in any year. |

  124. 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’ Key Employment Severance Agreements, where applicable, and amended Mr. Pinkham’s employment agreement.

  125. 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, 2024, the last day of our fiscal year, and the price per share of our common stock was $155.13, the closing market price on the last trading day prior to such date. Solely for purposes of calculating the potential value of accelerated vesting of equity-based awards in connection with a change in control transaction, we have made the assumption that such awards were not assumed by the surviving entity in the transaction. In fact, in the event of a change in control, awards granted under our 2023 Plan and our 2018 Plan are subject to “double-trigger” vesting in a change in control transaction, which means that, if the surviving entity in the transaction agrees to assume the awards, vesting continues and is accelerated only upon a termination of employment without cause or for good reason.

  126. Tables Summarizing Payments Upon Termination or Change in Control

    | 2025 Proxy Statement • | | 61 |

  127. Pay Ratio

    Pay Ratio

  128. Pay Ratio

    Pay Ratio As required in Item 402(u) of Regulation S-K, we have estimated that the ratio of the 2024 annual total compensation of our CEO to the total compensation of our median employee was 528 to 1. We also estimated on a voluntary basis the ratio of the 2024 annual total compensation of our CEO to the total compensation of our median U.S. employee, which was 182 to 1. We describe the identification and calculation of these employees and ratios below.

  129. Pay Versus Performance

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

  130. Pay Versus Performance

    | | Summary Compensation Table Total for PEO ($)(b) | Compensation Actually Paid to PEO ($)(c) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(d) | Average Compensation Actually Paid to Non-PEO NEOs ($)(e) | Value of Initial Fixed $100 Investment Based On: | | | | | Year(a) | | | | | RRX TSR ($)(f) | S&P 400 Industrials Index TSR ($)(g) | Net Income ($ in millions)(h) | Adjusted EPS ($)(i) | | 2024 | 11,929,806 | 12,151,366 | 2,940,677 | 2,924,343 | 200.14 | 197.51 | 196.2 | 9.12 | | 2023 | 11,459,185 | 13,685,972 | 2,896,068 | 3,217,450 | 189.28 | 174.04 | (57.4) | 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 | 229.6 | 8.59 | | 2020 | 6,402,153 | 12,436,776 | 1,639,005 | 1,682,669 | 145.52 | 116.49 | 187.7 | 4.92 |

  131. Pay Versus Performance

    | (a) This statement includes five years (2020, 2021, 2022, 2023 and 2024). |

  132. Pay Versus Performance

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

  133. 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. |

  134. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | 2024 | | SCT Total Compensation ($) | 6,402,153 | 7,401,555 | 8,644,999 | 11,459,185 | 11,929,806 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (3,830,534) | (4,226,987) | (5,846,486) | (8,364,427) | (9,003,727) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 6,701,653 | 8,303,585 | 3,906,965 | 6,245,153 | 7,259,783 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 3,163,504 | 6,844,214 | (5,742,851) | 1,434,379 | 889,755 | | Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | 156,536 | — | — | — | | Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | — | 662,472 | (2,375,482) | 2,911,682 | 1,075,748 | | 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) | 13,685,972 | 12,151,366 |

  135. 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. | | 2024: Mr. Rehard, Mr. Zaba, Mr. Morton, Mr. Dubovoy. |

  136. Pay Versus Performance

    | 2025 Proxy Statement • | | 69 |

  137. 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. |

  138. Pay Versus Performance

    | Year | 2020 | 2021 | 2022 | 2023 | 2024 | | Non-PEO Neos | See column (d) note above | See column (d) note above | See column (d) note above | See column (d) note above | See column (d) note above | | SCT Total Compensation ($) | 1,639,005 | 1,882,286 | 2,177,056 | 2,896,068 | 2,940,677 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (537,624) | (840,292) | (1,122,664) | (1,792,882) | (1,870,123) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year that are Outstanding and Unvested at End of Year ($) | 939,965 | 1,568,075 | 760,195 | 1,338,630 | 1,522,075 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 563,623 | 1,349,327 | (1,088,918) | 333,338 | 143,115 | | Fair Value as of Vesting Date for Awards Granted that Vested in Same Year ($) | — | 62,160 | — | — | — | | Change in Fair Value of Stock and Option Awards from Prior years that Vested in the Covered Year ($) | (18,097) | 229,193 | (412,434) | 449,437 | 188,598 | | Less: Fair Value of Stock and Option Awards Forfeited during the covered Year ($) | (831,941) | (22,985) | (13,740) | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | (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 | 3,217,450 | 2,924,343 |

  139. Pay Versus Performance

    | (f) Represents our total shareholder return (TSR) for the measurement periods ending December 31 of each of 2020, 2021, 2022, 2023 and 2024, 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, 2023 and 2024, 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, 2023 and 2024. |

  140. Pay Versus Performance

    | (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, 2024. |

  141. Pay Versus Performance

    | 70 | | • 2025 Proxy Statement |

  142. Most Important Measures to Determine 2024 Compensation Actually Paid

    Most Important Measures to Determine 2024 Compensation Actually Paid The four performance measures listed below represent the most important metrics we used to link CAP to financial performance for 2024 as further described in our Compensation Discussion and Analysis.

  143. Most Important Measures to Determine 2024 Compensation Actually Paid

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

  144. Most Important Measures to Determine 2024 Compensation Actually Paid

    | 2025 Proxy Statement • | | 71 |

  145. Risk Assessment of Compensation Policies and Practices

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Jan A. Bertsch | 106,250 | 170,016 | 276,266 | | Stephen M. Burt | 106,250 | 170,016 | 276,266 | | Anesa T. Chaibi(2) | 106,250 | 170,016 | 276,266 | | Theodore D. Crandall | 131,250 | 170,016 | 301,266 | | Michael P. Doss | 106,250 | 170,016 | 276,266 | | Michael F. Hilton | 126,250 | 170,016 | 296,266 | | Rakesh Sachdev (Chairman) | 276,250 | 170,016 | 446,266 | | Curtis W. Stoelting | 106,250 | 170,016 | 276,266 | | Robin A. Walker-Lee | 121,250 | 170,016 | 291,266 |