On this page of StockholderLetter.com we present the latest annual shareholder letter from RBC Bearings INC — ticker symbol RBC. Reading current and past RBC letters to shareholders can bring important insights into the investment thesis.

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RBC Shareholder/Stockholder Letter Transcript:

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One Tribology Center
Oxford, Connecticut 06478
July 26, 2024
To our stockholders:
You are cordially invited to attend the RBC Bearings Incorporated annual meeting of
stockholders to be held at 9:00 a.m., local time, on Thursday, September 5, 2024 in
Building B at our offices located at One Tribology Center, 102 Willenbrock Road, Oxford,
CT 06478. The attached Notice of Annual Meeting and Proxy Statement describe all
items that we currently expect to be acted upon by stockholders at the meeting.
It is important that your shares are represented at the annual meeting, whether or not you
plan to attend. To ensure your shares will be represented, please vote your shares as
soon as possible.
Fiscal 2024 marked another outstanding year for RBC with record revenues, gross margin,
adjusted EBITDA and net income. We also generated a record level of free cash flow, which was
used to further reduce our debt to a post-Dodge acquisition low. When viewed over a multi-year
period, this resulted in a 5-year CAGR of 17.3% for net sales, 19.8% for adjusted EBITDA and
20.2% for free cash flow, more than delivering on RBC   s goal of being a double-digit
compounder, and we   re poised to continue this growth in the future.
Your continued support of RBC is greatly appreciated. We look forward to seeing you at
the annual meeting.
Sincerely,
Dr. Michael J. Hartnett
Chairman, President and Chief Executive Officer
2024 Proxy Statement
01

Notice of 2024 Annual
Meeting of Stockholders
Thursday, September 5, 2024
9:00 a.m. Local Time
Building B
One Tribology Center
102 Willenbrock Road
Oxford, CT 06478
Purpose
Your Vote is Important
The 2024 annual meeting of stockholders of RBC Bearings
Incorporated will be held in Building B at our executive offices
at One Tribology Center, 102 Willenbrock Road, Oxford, CT
06478, on Thursday, September 5, 2024, beginning at
9:00 a.m. local time. At the meeting, the holders of the
Company   s outstanding common stock will consider and vote
on the following matters:
Whether or not you plan to attend the meeting, please
vote your shares. You can find voting instructions in the
proxy statement or in the materials you received for the
meeting. Any person voting by proxy has the power to revoke
it, at any time prior to its exercise at the meeting, in
accordance with the procedures described in the attached
proxy statement.
1. election of three directors in Class II to serve a term of
three years;
If You Plan to Attend
2. ratification of the appointment of Ernst & Young LLP as our
independent registered public accounting firm for fiscal
year 2025;
3. approval of an amendment to our certificate of
incorporation eliminating personal liability of officers for
monetary damages for breach of their fiduciary duty of care
as officers;
4. approval, on a non-binding advisory basis, of the
compensation of our named executive officers; and
5. any other matter that may properly come before the
meeting or any adjournment or postponement thereof.
Stockholders of record at the close of business on July 9,
2024 are entitled to notice of and to vote at the annual meeting
and at any postponements or adjournments thereof. The
directions to the meeting can be found in Appendix A of the
attached proxy statement.
Please note that space limitations make it necessary to
limit attendance to stockholders and one guest.
Admission to the meeting will be on a first-come, firstserved basis. Registration will begin at 8:00 a.m., and
seating will begin at 8:30 a.m. Each stockholder may be
asked to present valid picture identification, such as a
driver   s license or passport. Stockholders holding
stock in brokerage accounts (i.e.,       street name      
holders) will also need to bring a copy of a brokerage
statement reflecting RBC stock ownership as of the
record date. Cellular phones, cameras, recording
devices and other electronic devices will not be
permitted at the meeting.
By order of the Board of Directors,
Dr. Michael J. Hartnett
Chairman, President and Chief Executive Officer
July 26, 2024
02
2024 Proxy Statement

Table of Contents
Proxy Statement for 2024 Annual Meeting of Stockholders
4
About the Annual Meeting
4
Business Highlights
7
Proposals Submitted for Stockholder Vote
10
Proposal 1: Election of Directors
10
Proposal 2: The Ratification of the Appointment of Ernst & Young LLP as the Company   s Independent Registered Public
Accounting Firm for Fiscal 2025
11
Proposal 3: Vote to Amend the Certificate of Incorporation to Exculpate Officers
12
Proposal 4: Advisory Vote on Executive Compensation
12
Board of Directors and Corporate Governance
14
Certain Relationships and Related Transactions
20
Principal Stockholders
20
Directors and Executive Officers
22
Compensation Discussion and Analysis
26
Compensation Philosophy and Program
26
Stockholder Engagement and 2023 Say-on-Pay Results
31
Compensation Committee Report on Executive Compensation
Executive Compensation
31
32
Compensation Program Components and Pay Outcomes for Fiscal 2024
32
Benefits and Perquisites
37
Employment Agreements and Change-in-Control and Severance Arrangements
38
Compensation Tables
40
Pay Versus Performance
44
Equity Incentive Plans
50
CEO Pay Ratio
51
Principal Accountant Fees and Services
52
Audit Committee Report
52
Stockholder Proposals and Director Nominations
53
Additional Information
54
Appendix A
55
Appendix B
56
2024 Proxy Statement
03



 7/26/2024 Letter Continued (Full PDF)