REGAL REXNORD CORP
For the period ended Apr 28, 2026. Filed Mar 18, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 28, 2026 · Filed Mar 18, 2026
Contents
PROXY SUMMARY
Our proxy statement contains information about the matters that will be voted on at our 2026 Annual Meeting of Shareholders and all adjournments or postponements thereof (the “Annual Meeting”) as well as other helpful information about Regal Rexnord Corporation (“we”, “our” or the “Company”). Below is an executive summary that highlights certain information contained elsewhere in this proxy statement. We encourage you to read the entire proxy statement and all accompanying materials, including our Annual Report, carefully before voting your shares.
Annual Meeting Information
Matters to be Voted on at the 2026 Annual Meeting
| Proposal · BoardRecommendation · Page | |||
|---|---|---|---|
| 1. | Election of directors | FOR Each Nominee | 15 |
| 2. | Non-binding, advisory vote to approve our named executive officers’ compensation | FOR | 32 |
| 3. | Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026 | FOR | 75 |
Board and Governance Highlights
| Annual election of all directors | Shareholders have right to call special meetings |
| Majority voting with director resignation policy | Proxy access rights |
| All directors are independent except our Chief Executive Officer | No “poison pill” |
| No “overboarded” directors under ISS or Glass Lewis guidelines | Share ownership guidelines for directors and officers |
| Independent Chairman and independent Board committees | Commitment to Board refreshment - age 74 retirement guideline |
| Annual Board and committee evaluations, with cyclical individual director peer evaluations | Active role in succession planning and management development |
| Skills matrix regularly reviewed and disclosed | Appropriate mix of director tenures |
| Independent directors meet without management present | Robust oversight of strategy and risk |
| 2026 Proxy Statement ó | 5 |
|---|
| Director Nominees | |||
|---|---|---|---|
| Committee Memberships | |||
| Directors / Occupation · Age · DirectorSince · Independent · Other PublicCompanyDirectorships · Audit · Compensationand HumanResources · CorporateGovernance, Sustainability& DirectorAffairs | |||
| Gerben W. BakkerChairman, President and CEO,Hubbell Incorporated | 61 | 2025 | 1 |
| Jan A. BertschFormer SVP and CFO,Owens-Illinois, Inc. | 69 | 2019 | 2 |
| Stephen M. BurtManaging Director, Kroll | 61 | 2010 | 0 |
| Theodore D. CrandallFormer SVP and CFO, Rockwell Automation, Inc. | 70 | 2021 | 0 |
| Michael P. DossFormer President and CEO, Graphic Packaging Holding Company | 59 | 2022 | 1 |
| Michael F. HiltonFormer President and CEO,Nordson Corporation | 71 | 2019 | 3 |
| Rashida A. HodgeCorporate VP, Cloud and AI Platforms, Customer Success Microsoft Corporation | 45 | 2025 | 0 |
| Louis V. PinkhamCEO, Regal Rexnord Corporation | 54 | 2019 | 1 |
| Rakesh Sachdev ✩Former CEO, Platform SpecialtyProducts Corporation (n/k/aElement Solutions Inc.) | 70 | 2007 | 3 |
| Curtis W. StoeltingFormer CEO, RoadrunnerTransportation Systems, Inc. | 66 | 2005 | 0 |
| Robin A. Walker-LeeFormer EVP, General Counsel and Secretary, TRW AutomotiveHoldings Corp. | 71 | 2021 | 1 |
| ✩ | Chairman of the Board. | Chair. | |
| 6 | ó 2026 Proxy Statement |
Director Nominee Highlights
Diversity
| Gender · Female · Male | |||
|---|---|---|---|
| 3 | 8 | ||
| Demographic Information | |||
| Caucasian/White | 9 | ||
| Black/African American | 1 | ||
| Indian/South Asian | 1 | ||
Range of Director Tenure
The balanced tenure of our Board of Directors provides us with both fresh perspectives and deep Company and industry knowledge. As a group, the average Board tenure for the 2026 nominees to the Board is approximately eight years, with 50% of the non-employee nominees having a tenure of five years or less.
Board Qualifications, Attributes, and Skills
We determined that the Board’s various experiences and viewpoints benefit us most when they are aligned with our global business needs, our strong corporate governance practices, and our strategic initiatives. As a result of the Board’s ongoing refreshment efforts, in recent years, we added directors with expertise in CEO public company leadership, digital, and technology.
The directors’ varied perspectives support our business as a global industrial manufacturing company with 2025 sales of approximately $5.9 billion. The Company and its approximately 30,000 associates around the world help create a better tomorrow by providing sustainable solutions that power, transmit, and control motion. The Company’s electric motors and air moving subsystems provide the power to create motion. A portfolio of highly engineered power transmission components and subsystems efficiently transmits motion to power industrial applications. The Company's automation offering, comprised of controllers, drives, precision motors, and actuators, controls motion in applications ranging from factory automation to precision tools used in surgical applications. The Company is headquartered in Milwaukee, Wisconsin and has manufacturing, sales, and service facilities worldwide. The Company is comprised of three operating segments: Industrial Powertrain Solutions, Power Efficiency Solutions, and Automation & Motion Control.
| 2026 Proxy Statement ó | 7 |
|---|
The following tables highlight specific experience, qualifications, attributes, skills and background information that the Board considered for each director nominee. A particular director nominee may possess additional experience, qualifications, attributes, or skills, even if not indicated below.
| Experience & Knowledge | Definition | ||
|---|---|---|---|
| Public Company CEO Leadership | Experience as CEO of a public company driving long-term growth. | ||
| Finance/Accounting Background | Understanding of accounting and financial reporting processes in large, complex businesses to support the oversight of our financial reporting and compliance. | ||
| Corporate Governance | Experience serving as a public company director; demonstrated understanding of corporate governance standards and best practices in public companies. | ||
| Operating (P&L) | Experience developing and executing operating plans with responsibility for the profit and loss of a complex business. | ||
| Manufacturing & Supply Chain | Experience in manufacturing and supply chain management, including sourcing, procurement, and driving growth through lean principles. | ||
| Innovation/R&D | Experience with innovation processes and knowledge of emerging technologies to launch new, successful products. | ||
| Commercial | Expertise in commercial matters relevant to Regal Rexnord, including sales and marketing. | ||
| Regal Rexnord Industry Knowledge | Knowledge of Regal Rexnord’s industry and end markets. | ||
| Cybersecurity Knowledge | Background or oversight experience in information technology/software, cybersecurity, or technology to support the Board’s management of cybersecurity risks. | ||
| Sustainability | Experience leading or advocating for sustainability initiatives and incorporating sustainability into corporate strategy to support integrated programs. | ||
| International Experience | Experience with non-U.S. markets while residing outside the United States, including exposure to different cultural perspectives and practices to support our global operations. | ||
| Digital/eCommerce | Knowledge of emerging technologies, including digital and e-commerce, to support marketing, customer engagement, and innovation. | ||
| M&A Experience | Experience with acquisitions, divestitures, and other strategic transactions to support portfolio optimization efforts. | ||
| Human Capital | Experience in talent acquisition, development, and retention; fostering a strong corporate culture; or executive compensation and broad-based incentive planning. |
| 8 | ó 2026 Proxy Statement |
Director Skills Matrix
Experience & Knowledge
Gerben W. Bakker
Jan A. Bertsch
Stephen M. Burt
Theodore D. Crandall
Michael P. Doss
Michael F. Hilton
Rashida A. Hodge
Louis V. Pinkham
Rakesh Sachdev
Curtis W. Stoelting
Robin A. Walker-Lee
| 2026 Proxy Statement ó | 9 |
|---|
Executive Compensation
Executive Compensation
The compensation of our named executive officers (our “NEOs”) is structured so that their interests are aligned with the long-term interests of our shareholders. This core pay for performance philosophy is embedded in the design of our executive compensation program. Strong shareholder support of our approach was reflected in our 2025 “say on pay” advisory vote, with nearly 98.7% of shares voted cast in favor of our proposal.
Key Components of our NEOs’ 2025 Compensation Program
| Base Salary: Our NEOs’ salaries reflect the scope of their responsibilities, experience, and performance. | Long-Term Incentive Award - 60% of grant mix allocated to Performance Share Units (“PSUs”): Our PSUs have three-year cliff vesting. For PSUs granted in 2025, performance is based on three equally weighted performance measures: return on invested capital (“ROIC”), relative total shareholder return, and synergy achievement, plus up to a 1.5x revenue growth multiplier. |
| Annual Cash Incentive Plan: Short-term cash incentive with payouts ranging from 0% to 200% based on performance against key financial goals at both the total Company and segment levels. | |
| Long-Term Incentive Award - 40% of grant mix allocated to RSUs: Our restricted stock units (“RSUs”) vest ratably on the first, second, and third anniversaries of the grant date. |
The charts below show the approximate mix of base salary, annual cash incentive and equity grants we provided in 2025 to our Chief Executive Officer (our “CEO”) and our other NEOs. The portion of our CEO’s and other NEOs’ compensation that we consider to be at risk is also shown.
| 10 | ó 2026 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.