RBC Bearings (RBC) Proxy Filing summary

Executive summary

• Fiscal 2024 delivered record revenues, gross margin, adjusted EBITDA, and net income, with free cash flow at a post-acquisition high and a 5-year CAGR of 17.3% for net sales, 19.8% for adjusted EBITDA, and 20.2% for free cash flow, positioning for continued growth.

• The company operates 54 facilities in 11 countries, with a $7.8 billion market cap and over 70% of sales from sole, single, or primary sourced products.

• Net sales reached $1.56 billion (up 6.2%), gross margin was 43%, net income $209.9 million (up 25.9%), and adjusted EBITDA $482.1 million (up 11.1%) for fiscal 2024.

• Total shareholder return over five years outperformed peers by 30%.

Voting matters and shareholder proposals

• Stockholders will vote on: (1) election of three Class II directors for three-year terms, (2) ratification of Ernst & Young LLP as independent auditor for fiscal 2025, (3) amendment to eliminate officer liability for monetary damages for breach of fiduciary duty of care, and (4) advisory approval of executive compensation.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• The board consists of eight directors in staggered three-year terms, with a classified structure maintained after formal review.

• All directors except the CEO and COO are independent per NYSE and company guidelines.

• Board committees: Audit, Compensation, and Nominating & Governance, all composed of independent directors.

• Directors are encouraged to attend annual meetings; all attended in 2023.

• Stockholders can communicate with the board via the company secretary.