RBC Bearings (RBC) Proxy Filing summary

Executive summary

• Achieved record revenues, gross margin, adjusted EBITDA, and net income in fiscal 2025, with a 5-year CAGR of 17.6% for net sales, 20.0% for adjusted EBITDA, and 15.6% for free cash flow.

• Market capitalization reached $12.0 billion as of July 8, 2025, with operations in 60 facilities across 11 countries.

• Over 70% of sales are sole, single, or primary sourced, reflecting a strong position in niche, proprietary products.

• Total shareholder return (TSR) exceeded the peer group average by 32.6% over the last five years.

Voting matters and shareholder proposals

• Election of three Class I directors for three-year terms and one Class III director for a one-year term.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2026.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of nine directors in staggered three-year terms, with a majority deemed independent except for the CEO and COO.

• Committees include Audit, Compensation, and Nominating and Governance, all composed solely of independent directors.

• Lead Independent Director position established in June 2025 to enhance governance.

• Board diversity matrix highlights a range of expertise, backgrounds, and demographic diversity.

• Stockholder engagement led to changes in board structure and compensation practices.