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.

 •  7/24/2025 Letter Continued (Full PDF)
 •  7/26/2024 RBC Stockholder Letter
 •  More "Industrial Machinery & Equipment" Category Stockholder Letters
 •  RBC Benford's Law Stock Score = 85

RBC Shareholder/Stockholder Letter Transcript:

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One Tribology Center
Oxford, Connecticut 06478
July 24, 2025
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 4, 2025 in
Building A 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 2025 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 17.6% for net sales, 20.0% for adjusted
EBITDA and 15.6% for free cash flow. This more than delivered 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
2025 Proxy Statement
01

Notice of 2025 Annual
Meeting of Stockholders
Date and Time:
Place:
Thursday, September 4, 2025
Building A
One Tribology Center
102 Willenbrock Road
Oxford, CT 06478
9:00 a.m. Local Time
Purpose
The 2025 annual meeting of stockholders of RBC Bearings Incorporated will be held in Building A at our executive offices at One
Tribology Center, 102 Willenbrock Road, Oxford, CT 06478, on Thursday, September 4, 2025, 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:
Proposal
Board Recommendation
1. To elect three directors in Class I to serve a term of three years and one director in
Class III to serve a term of one year;
FOR all Director Nominees
2. To ratify the appointment of Ernst & Young LLP as our independent registered
public accounting firm for fiscal 2026; and
FOR
3. To seek approval, on a non-binding advisory basis, of the compensation of our
named executive officers.
FOR
Stockholders of record at the close of business on July 8, 2025 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.
Your Vote is Important
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.
If You Plan to Attend
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, first-served 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 24, 2025
02
2025 Proxy Statement

Table of Contents
Business Highlights
4
Proposals Submitted for Stockholder Vote
8
Proposal 1: Election of Directors
8
Proposal 2: The Ratification of the Appointment of Ernst & Young as the Company   s Independent Registered Public
Accounting Firm for 2026
9
Proposal 3: Advisory Vote on Executive Compensation
10
Board of Directors and Corporate Governance
11
Director Independence
11
Committees of the Board of Directors
12
Director Qualifications and Board Diversity
13
Board Leadership Structure
15
Stockholder Outreach
15
Director Compensation
16
Certain Relationships and Related Transactions
17
Principal Stockholders
17
Directors and Officers
17
Outside Investors
18
Directors and Executive Officers
19
Compensation Discussion and Analysis
24
Compensation Philosophy
24
Stockholder Engagement and Outreach
26
Compensation Program Components and Pay Outcomes for Fiscal 2025
26
Benefits and Perquisites
32
Executive Compensation Process and Policies
33
Compensation Peer Group
33
Compensation Governance Policies
34
Compensation Committee Report on Executive Compensation
34
Employment Agreements and Change-in-Control and Severance Arrangements
35
Compensation Tables
37
Pay Versus Performance
42
Equity Incentive Plans
48
CEO Pay Ratio
50
Principal Accountant Fees and Services
50
Audit Committee Report
51
Stockholder Proposals and Director Nominations
51
Additional Information About the Annual Meeting
52
Appendix A: Directions to RBC
55
Appendix B: Reconciliation of Reported Net Income to Adjusted EBITDA
56
2025 Proxy Statement
03



 7/24/2025 Letter Continued (Full PDF)