RBC Bearings Appoints New CFO, Announces Leadership Transition

TL;DR

New CFO at RBC Bearings starting July 1st, old CFO stays on as advisor.

AI Summary

RBC Bearings Incorporated announced on June 27, 2024, the appointment of Michael J. Jaron as Chief Financial Officer, effective July 1, 2024. Jaron will succeed Charles J. Lowrey, who will transition to a Senior Advisor role until his retirement on March 31, 2025. Jaron's annual base salary will be $400,000, with potential for a target annual bonus of 75% of his base salary.

Why It Matters

This filing details a significant leadership change in the finance department, which could impact investor confidence and the company's financial strategy moving forward.

Risk Assessment

Risk Level: low — The appointment of a new CFO and a planned transition for the outgoing CFO are standard corporate governance events and do not inherently indicate elevated risk.

Key Numbers

• $400,000 — New CFO Base Salary (Michael J. Jaron's starting annual compensation.)
• 75% — New CFO Bonus Target (Potential bonus percentage for Michael J. Jaron.)

Key Players & Entities

• RBC Bearings Incorporated (company) — Registrant
• Michael J. Jaron (person) — Appointed Chief Financial Officer
• Charles J. Lowrey (person) — Outgoing Chief Financial Officer
• $400,000 (dollar_amount) — Michael J. Jaron's annual base salary
• 75% (dollar_amount) — Target annual bonus percentage for Michael J. Jaron
• March 31, 2025 (date) — Charles J. Lowrey's retirement date
• July 1, 2024 (date) — Effective date for Michael J. Jaron's appointment

FAQ

Key Financial Figures

• $0.01 — ch Registered Common Stock, par value $0.01 per share RBC New York Stock Exchan
• $1,500,000 — r (i) Dr. Hartnett's new base salary of $1,500,000 per year, retroactive to March 31, 2024
• $120,000 — r 20 hours per year of flight time or a $120,000 annual allowance for non-business trave
• $672,525 — r (i) Mr. Bergeron's new base salary of $672,525 per year, (ii) his participation in the

Filing Documents

• ea0208633-8k_rbcbear.htm (8-K) — 47KB
• ea020863301ex10-1_rbcbear.htm (EX-10.1) — 124KB
• ea020863301ex10-2_rbcbear.htm (EX-10.2) — 119KB
• 0001213900-24-057164.txt ( ) — 568KB
• rbc-20240627.xsd (EX-101.SCH) — 4KB
• rbc-20240627_def.xml (EX-101.DEF) — 26KB
• rbc-20240627_lab.xml (EX-101.LAB) — 36KB
• rbc-20240627_pre.xml (EX-101.PRE) — 25KB
• ea0208633-8k_rbcbear_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement On June 27, 2024 RBC Bearings Incorporated (the "Company" or "RBC") entered into amended and restated employment agreements with Dr. Michael J. Hartnett, the Company's President, Chief Executive Officer and Chairman of the Board of Directors, and Daniel A. Bergeron, the Company's Vice President and Chief Operating Officer. See Item 5.02(e) below for a description of the new employment agreements, which description is incorporated by reference in this Item 1.01. Section 5 – Corporate Governance and Management

02(e). Compensation Arrangements of Certain Officers

Item 5.02(e). Compensation Arrangements of Certain Officers Employment Agreements Generally The employment agreement entered into with Dr. Hartnett on June 27, 2024 amends and restates the employment agreement that the Company and Dr. Hartnett entered into in 2022 (which was filed with the SEC as Exhibit 10.1 to the Company's Current Report on Form 8-K dated June 9, 2022). The new agreement has an initial term that expires on March 31, 2026 with automatic annual renewals thereafter unless either party gives 90 days' notice of nonrenewal. The new agreement is substantially similar to Dr. Hartnett's prior employment agreement except that it provides for (i) Dr. Hartnett's new base salary of $1,500,000 per year, retroactive to March 31, 2024 (the start of the Company's current fiscal year), (ii) his participation in the new equity programs described below, (iii) a prorated equity award for the then-open fiscal year in the event that Dr. Hartnett ceases to be employed by the Company (his prior agreement already provided for prorated equity awards for then-open long-term performance periods if he ceases to be employed by the Company) and (iv) either 20 hours per year of flight time or a $120,000 annual allowance for non-business travel on private aircraft. The employment agreement entered into with Mr. Bergeron on June 27, 2024 amends and restates the employment agreement that the Company and Mr. Bergeron entered into in 2022 (which was filed with the SEC as Exhibit 10.2 to the Company's Current Report on Form 8-K dated June 9, 2022). The new agreement has an initial term that expires on March 31, 2026 with automatic annual renewals thereafter unless either party gives 90 days' notice of nonrenewal. The new agreement is substantially similar to Mr. Bergeron's prior employment agreement except that it provides for (i) Mr. Bergeron's new base salary of $672,525 per year, (ii) his participation in the new equity programs described below, and (iii) prorated equity award

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits 10.1 Amended and Restated Employment Agreement dated June 27, 2024 between RBC Bearings Incorporated and Dr. Michael J. Hartnett 10.2 Amended and Restated Employment Agreement dated June 27, 2024 between RBC Bearings Incorporated and Daniel A. Bergeron 104 Cover page interactive data file (embedded within the inline XBRL) 3

SIGNATURES

SIGNATURES According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. Date: June 28, 2024 RBC BEARINGS INCORPORATED By: /s/ John J. Feeney Name: John J. Feeney Title: Vice President, General Counsel and Secretary 4

View Full Filing

View this 8-K filing on SEC EDGAR