RBC Bearings (RBC) Proxy Filing summary

Executive summary

• Achieved record fiscal 2024 results: net sales of $1.56B (+6.2%), gross margin 43%, net income $209.9M (+25.9%), adjusted EBITDA $482.1M (+11.1%), and free cash flow conversion of 115.1%.

• Five-year CAGRs: net sales 17.3%, adjusted EBITDA 19.8%, free cash flow 20.2%.

• Total shareholder return over five years exceeded peer average by 30%.

• Company operates 54 facilities in 11 countries, with >70% of sales from sole/single/primary sourced products.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2025.

• Approval of amendment to certificate of incorporation to exculpate officers from monetary liability for breach of fiduciary duty of care, as permitted by Delaware law.

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

Board of directors and corporate governance

• Board consists of eight directors in staggered three-year terms; majority are independent per NYSE standards.

• Board evaluated but retained classified structure for stability and long-term strategy.

• Committees: Audit, Compensation, Nominating and Governance—all composed of independent directors.

• Board diversity considered in skills, experience, and traditional diversity factors.

• Non-employee directors receive annual cash and equity compensation; 2024 awards set at $325,000 value per director.