REGAL REXNORD CORP (RRX)
Sector: Industrials
2026 Annual Meeting Analysis
REGAL REXNORD CORP · Meeting: April 28, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Bakker joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; he brings strong CEO and manufacturing credentials as head of Hubbell Incorporated, and no other policy flags apply.
The 3-year TSR gap versus the company-disclosed peer group is only -7.9 percentage points, well below the 65-point threshold required to trigger a vote against for a company with strong positive absolute returns; Bertsch has strong financial and governance credentials and no other flags apply.
The TSR underperformance trigger does not fire given the -7.9pp gap versus the peer group median falls far short of the 65pp threshold; Burt has deep M&A and financial advisory experience and no other flags apply.
TSR underperformance versus peers is only -7.9pp against a 65pp trigger threshold; Crandall has extensive industrial financial leadership experience and no other policy flags apply.
TSR underperformance versus peers is only -7.9pp against a 65pp trigger threshold; Doss has strong CEO and manufacturing credentials and no other flags apply.
TSR underperformance versus peers is only -7.9pp against a 65pp trigger threshold; Hilton has extensive CEO, engineering, and manufacturing experience and no other flags apply, though shareholders should note he holds 3 outside public company board seats, which is within the policy limit of 4.
Hodge joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; she brings valuable digital, AI, and technology expertise relevant to RRX's growth strategy, and no other policy flags apply.
As CEO-director, Pinkham is subject to the same TSR trigger as other directors, but the -7.9pp gap versus peer group median falls well short of the 65pp threshold for a company with strong positive absolute 3-year TSR; no other director-level policy flags apply, and his Say on Pay vote is evaluated separately.
TSR underperformance versus peers is only -7.9pp against a 65pp trigger threshold; Sachdev has extensive CEO, governance, and industrial experience as Board Chairman, and while he holds 3 outside public company board seats this is within the policy limit of 4.
TSR underperformance versus peers is only -7.9pp against a 65pp trigger threshold; Stoelting has strong CEO and financial credentials as a CPA and no other policy flags apply.
TSR underperformance versus peers is only -7.9pp against a 65pp trigger threshold; Walker-Lee brings legal, governance, and industrial experience and no other policy flags apply.
All eleven director nominees receive a FOR vote. RRX's 3-year absolute price return of +37.2% is in the strong-positive tier (above +20%), requiring a gap of at least 65 percentage points below the company-disclosed peer group median to trigger a vote against — the actual gap is only -7.9pp, far below that threshold. The board is fully independent except for the CEO, discloses a skills matrix, has no overboarded directors under policy limits, all directors met the 75% attendance requirement, and the board has appropriate refreshment with two new directors in 2025.
Say on Pay
✓ FORCEO
Louis V. Pinkham
Total Comp
$11,468,817
Prior Support
98.7%%
CEO total compensation of approximately $11.5 million is within a reasonable range for a large-cap industrial company of RRX's size and complexity, and prior-year shareholder support was overwhelming at 98.7%, well above the 70% threshold that would require a response. The pay program is strongly performance-oriented — 88% of the CEO's target pay is at risk — and uses multiple long-term metrics including relative total shareholder return, return on invested capital, and synergy achievement with three-year cliff vesting for performance awards; the 2023 performance stock awards paid out at 0% due to below-threshold relative TSR performance, demonstrating that the incentive structure actually works as intended. The company also maintains a robust clawback policy that exceeds Dodd-Frank requirements, and while the compensation committee made a partial exclusion of tariff and supply-chain impacts on 2025 bonus calculations, the adjustment was narrowly scoped, transparently disclosed, and preserved accountability by excluding only 50% of the quantified impact.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,612,117
Non-Audit Fees
$3,602,680
Non-audit fees (audit-related fees of $26,895 plus tax fees of $3,575,785 totaling $3,602,680) represent approximately 47.3% of audit fees of $7,612,117, which is below the 50% threshold that would trigger a vote against; Deloitte is a Big 4 firm appropriate for RRX's size and complexity; auditor tenure was not disclosed in the proxy so the tenure trigger cannot fire; and no material restatements were identified.
Overall Assessment
The 2026 Regal Rexnord annual meeting presents three standard proposals — director elections, Say on Pay, and auditor ratification — all of which receive FOR votes under this policy. The director slate is clean with no TSR trigger, no overboarding, and strong governance practices; the pay program is heavily performance-linked with 98.7% prior-year shareholder support; and Deloitte's non-audit fee ratio of 47.3% falls just below the 50% independence threshold.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing