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
Joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; brings strong CEO and industrial manufacturing experience as head of Hubbell Incorporated, with no overboarding or attendance concerns identified.
RRX's 3-year return of +27.3% trails the XLI industrial sector ETF by 43.5 percentage points, which is below the 65-percentage-point trigger threshold for strong positive absolute TSR, so no TSR concern applies; Bertsch brings deep CFO and financial expertise relevant to the board's audit and compensation oversight.
The 43.5-percentage-point gap versus XLI (fallback benchmark) does not meet the 65-percentage-point trigger threshold for the strong-positive TSR tier; Burt has served since 2010 and brings M&A advisory expertise that is directly relevant to the company's industrial business.
The XLI gap of 43.5 percentage points falls short of the 65-percentage-point trigger; Crandall's background as CFO of Rockwell Automation and his role on the audit committee are well-matched to RRX's industrial complexity.
No TSR trigger applies given the gap is below the threshold; Doss joined in 2022 and brings public-company CEO and manufacturing leadership experience relevant to the company's operations.
The 43.5-percentage-point underperformance versus XLI does not breach the 65-percentage-point threshold; Hilton's background as CEO of Nordson Corporation and his role chairing the compensation committee provide appropriate industry and governance oversight.
Joined in 2025 and is exempt from the TSR trigger under the 24-month new-director rule; brings digital, cloud, and AI expertise that is strategically relevant as RRX expands into data center and automation markets.
As CEO and executive director, Pinkham is subject to the same TSR test as other directors, but the 43.5-percentage-point gap versus XLI does not breach the 65-percentage-point trigger for the strong-positive TSR tier; his nomination is also explicitly time-limited as he is expected to resign upon the appointment of a successor CEO by June 30, 2026.
The XLI underperformance gap of 43.5 percentage points is well below the 65-percentage-point trigger; Sachdev has served as independent Chairman since 2019 and brings multi-sector CEO and board leadership experience.
No TSR trigger fires under the applicable threshold; Stoelting is a CPA with long public-company CEO experience and has served since 2005, providing continuity and deep institutional knowledge.
The 43.5-percentage-point gap versus XLI does not meet the 65-percentage-point trigger for the strong-positive TSR tier; Walker-Lee brings legal, governance, and automotive industry experience and chairs the Corporate Governance committee.
All eleven director nominees receive a FOR vote. RRX's 3-year price return of +27.3% is strongly positive in absolute terms, placing it in the strong-positive tier (above +20%), which requires a 65-percentage-point gap versus the XLI fallback ETF benchmark before the TSR trigger fires. The actual gap is 43.5 percentage points, well below that threshold. No director is overboarded beyond ISS/Glass Lewis limits, all independent directors serve only on committees for which they are qualified, the board discloses a skills matrix, and meeting attendance was 100% for all nominees in 2025. Two new directors (Bakker and Hodge) joined in 2025 and are exempt from the TSR trigger under the 24-month new-director rule.
Say on Pay
✓ FORCEO
Louis V. Pinkham
Total Comp
$11,468,817
Prior Support
98.7%%
The prior year say-on-pay vote received overwhelming support of nearly 98.7%, well above the 70% threshold that would require a response, signaling strong shareholder alignment with the program. CEO total compensation of $11.47 million is consistent with a large-cap industrial manufacturer of RRX's scale and complexity, with approximately 88% of the CEO's target pay classified as at-risk through annual cash incentives (tied to adjusted EPS, free cash flow conversion, and growth initiatives) and long-term equity awards split 60% performance stock awards and 40% restricted stock units with multi-year vesting. The pay mix is heavily weighted toward variable and long-term compensation, the company maintains a robust clawback policy exceeding Dodd-Frank requirements, and the 2023–2025 performance stock award cycle paid out at 0% because relative total shareholder return came in at the 17th percentile — demonstrating that the incentive structure does impose real consequences for underperformance.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,612,117
Non-Audit Fees
$3,602,680
Non-audit fees (tax services of $3,575,785 plus audit-related fees of $26,895, totaling approximately $3,602,680) represent about 47% of audit fees of $7,612,117, which is below the 50% threshold that would trigger an independence concern. Deloitte is a Big Four firm appropriate for a company of RRX's size and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot fire per policy, and no material financial restatements are noted.
Overall Assessment
The 2026 Regal Rexnord annual meeting ballot consists of three proposals: election of eleven directors, an advisory vote on executive pay, and ratification of Deloitte as auditor. All three proposals receive a FOR vote — no TSR trigger fires for directors given the 43.5-percentage-point gap versus the XLI ETF benchmark falls short of the 65-percentage-point threshold applicable to the strong-positive absolute TSR tier, non-audit fees are within acceptable limits at roughly 47% of audit fees, and the executive compensation program is well-structured with strong at-risk pay, meaningful performance conditions, and a 98.7% prior-year shareholder approval rate.