Regal Rexnord Corp DEF 14A, filed Mar 18, 2026

Regal Rexnord Corp (RRX)

DEF 14A 2026-03-18 For: 2026-04-28

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Added on June 12, 2026

About this DEF 14A

Regal Rexnord Corp filed this DEF 14A on March 18, 2026.

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☑			Filed by the Registrant			☐			Filed by a party other than the Registrant


CHECK THE APPROPRIATE BOX:
☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11




PROXY SUMMARY	5	DIRECTOR COMPENSATION	71

PROXY STATEMENT	11	REPORT OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE	72
COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	12	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	73

PROPOSAL 1	15
		REPORT OF THE AUDIT COMMITTEE	74
BOARD OF DIRECTORS	22
		PROPOSAL 3	75
STOCK OWNERSHIP	30
		OTHER MATTERS	77
PROPOSAL 2	32
		SHAREHOLDER PROPOSALS	78
COMPENSATION DISCUSSION AND ANALYSIS	33	EXHIBIT A - NON-GAAP RECONCILIATION	79

EXECUTIVE COMPENSATION	53


Proposal		Board Recommendation		Page
1.	Election of directors		FOR Each Nominee	15
2.	Non-binding, advisory vote to approve our named executive officers’ compensation		FOR	32
3.	Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026		FOR	75


						Dear Fellow Regal Rexnord Shareholder: I am pleased to invite you to our Annual Meeting of Shareholders, which will be held on Tuesday, April 28, 2026 at 8:00 a.m. local time in the Riverway Auditorium located on the first floor of 6133 N. River Road, Rosemont, Illinois 60018. At this year’s meeting, you will be asked to vote on the three proposals listed in the enclosed Notice of Annual Meeting. Please take the time to review the information on each of the proposals contained inside the Proxy Statement. The Board of Directors unanimously recommends that you vote FOR each of the proposals. On behalf of management and our Board of Directors, I want to thank you for your continued support and confidence in Regal Rexnord. 2025 was a year of significant acceleration Regal Rexnord’s organic growth initiatives, including leveraging voice of the customer to develop new products and solutions that address relevant customer needs. One particular focus is selling our components as integrated solutions because it allows us to deliver greater quality, reliability, energy-efficiency, and performance for our customers. A standout example of our solutions growth strategy gaining momentum is our recently launched electrical pod, or “E-Pod” solution, for the data center market. Our E-Pods draw on our proven portfolio of electrical power and thermal management products to create custom, modular, scalable, turnkey solutions that help customers accelerate the pace of data center construction in the face of strong, AI-driven demand. We also see strong growth prospects in many other parts of our portfolio. A few notable examples include humanoid robot solutions, which can control motion in a majority of a robot’s joints; electromechanical actuator solutions, which provide precise motion control on electric vertical take-off and landing or “eVTOL” aircraft; industrial powertrains, which integrate motors and the highly-engineered components that connect the motor to whatever it is powering into more efficient sub-systems; and our integrated motor-impeller air moving solutions, which support energy-efficient thermal management in a wide range of applications, including data centers. I am proud of all that our Regal Rexnord team has accomplished in 2025, but even more excited about the many opportunities for value creation that lie ahead of us, supported by the talent and engagement of our one global team. Regal Rexnord is about to enter a new chapter with our upcoming CEO transition. I want to express my sincere gratitude for the privilege of leading this exceptional company over the past seven years. It has been an honor to work alongside our talented associates and to help drive our transformation. This is an exciting moment in our journey, and I am confident that our new leadership will build on this foundation and guide Regal Rexnord to even greater achievements. On behalf of our Board of Directors and the entire Company, we thank you for your share ownership in Regal Rexnord. Very truly yours,
Louis V. Pinkham Chief Executive Officer


To Be Held April 28, 2026 8:00 a.m. Central Daylight Time Riverway Auditorium located on the first floor of 6133 N. River Road Rosemont, Illinois 60018						NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS

						To the Shareholders of Regal Rexnord Corporation: You are hereby notified that the 2026 Annual Meeting of Shareholders of Regal Rexnord Corporation (the “Annual Meeting”) will be held in the Riverway Auditorium located on the first floor of 6133 N. River Road, Rosemont, Illinois 60018, on Tuesday, April 28, 2026 at 8:00 a.m., Central Daylight Time, for the following purposes: 1.To elect eleven directors for terms expiring at the 2027 Annual Meeting of Shareholders. 2.To consider a shareholder advisory vote on the compensation of our named executive officers as disclosed in the accompanying proxy statement. 3.To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026. 4.To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Our Board of Directors has fixed the close of business on March 9, 2026 as the record date for the determination of the shareholders entitled to notice of and to vote at the Annual Meeting. We are furnishing our proxy materials to our shareholders over the Internet using “Notice and Access” delivery. This process expedites the delivery of proxy materials, maintains convenient access to the proxy materials by our shareholders, and provides clear instructions for receiving proxy materials and voting your shares. Certain shareholders may receive a printed copy of our proxy materials.



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2026.

			The proxy statement and proxy card, as well as our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available online at www.proxyvote.com, free of charge. Please carefully review the proxy materials and follow the instructions to promptly cast your vote.


Director Nominees
								Committee Memberships
Directors / Occupation				Age	Director Since	Independent	Other Public Company Directorships	Audit	Compensation and Human Resources	Corporate Governance, Sustainability & Director Affairs
Gerben W. Bakker Chairman, President and CEO, Hubbell Incorporated				61	2025		1
Jan A. Bertsch Former SVP and CFO, Owens-Illinois, Inc.				69	2019		2
Stephen M. Burt Managing Director, Kroll				61	2010		0
Theodore D. Crandall Former SVP and CFO, Rockwell Automation, Inc.				70	2021		0
Michael P. Doss Former President and CEO, Graphic Packaging Holding Company				59	2022		1
Michael F. Hilton Former President and CEO, Nordson Corporation				71	2019		3
Rashida A. Hodge Corporate VP, Cloud and AI Platforms, Customer Success Microsoft Corporation				45	2025		0
Louis V. Pinkham CEO, Regal Rexnord Corporation				54	2019		1
Rakesh Sachdev ✩ Former CEO, Platform Specialty Products Corporation (n/k/a Element Solutions Inc.)				70	2007		3
Curtis W. Stoelting Former CEO, Roadrunner Transportation Systems, Inc.				66	2005		0
Robin A. Walker-Lee Former EVP, General Counsel and Secretary, TRW Automotive Holdings Corp.				71	2021		1
	✩	Chairman of the Board.	Chair.


Gender	Female		Male
	3		8
Demographic Information
Caucasian/White		9
Black/African American		1
Indian/South Asian		1


Experience & Knowledge		Definition

	Public Company CEO Leadership	Experience as CEO of a public company driving long-term growth.


	Finance/Accounting Background	Understanding of accounting and financial reporting processes in large, complex businesses to support the oversight of our financial reporting and compliance.


	Corporate Governance	Experience serving as a public company director; demonstrated understanding of corporate governance standards and best practices in public companies.


	Operating (P&L)	Experience developing and executing operating plans with responsibility for the profit and loss of a complex business.


	Manufacturing & Supply Chain	Experience in manufacturing and supply chain management, including sourcing, procurement, and driving growth through lean principles.


	Innovation/R&D	Experience with innovation processes and knowledge of emerging technologies to launch new, successful products.


	Commercial	Expertise in commercial matters relevant to Regal Rexnord, including sales and marketing.


	Regal Rexnord Industry Knowledge	Knowledge of Regal Rexnord’s industry and end markets.


	Cybersecurity Knowledge	Background or oversight experience in information technology/software, cybersecurity, or technology to support the Board’s management of cybersecurity risks.


	Sustainability	Experience leading or advocating for sustainability initiatives and incorporating sustainability into corporate strategy to support integrated programs.


	International Experience	Experience with non-U.S. markets while residing outside the United States, including exposure to different cultural perspectives and practices to support our global operations.


	Digital/eCommerce	Knowledge of emerging technologies, including digital and e-commerce, to support marketing, customer engagement, and innovation.


	M&A Experience	Experience with acquisitions, divestitures, and other strategic transactions to support portfolio optimization efforts.


	Human Capital	Experience in talent acquisition, development, and retention; fostering a strong corporate culture; or executive compensation and broad-based incentive planning.


			Base Salary: Our NEOs’ salaries reflect the scope of their responsibilities, experience, and performance.						Long-Term Incentive Award - 60% of grant mix allocated to Performance Share Units (“PSUs”): Our PSUs have three-year cliff vesting. For PSUs granted in 2025, performance is based on three equally weighted performance measures: return on invested capital (“ROIC”), relative total shareholder return, and synergy achievement, plus up to a 1.5x revenue growth multiplier.

			Annual Cash Incentive Plan: Short-term cash incentive with payouts ranging from 0% to 200% based on performance against key financial goals at both the total Company and segment levels.

			Long-Term Incentive Award - 40% of grant mix allocated to RSUs: Our restricted stock units (“RSUs”) vest ratably on the first, second, and third anniversaries of the grant date.


Age: 61 Director since: 2025 INDEPENDENT	GERBEN W. BAKKER

	Experience: Mr. Bakker has served as Chairman, President, and Chief Executive Officer of Hubbell Incorporated (NYSE: HUBB), an international manufacturer of high quality, reliable electrical and utility solutions for a broad range of customer and end market applications, since May 2021, and President and Chief Executive Officer and a member of the board of directors of Hubbell since October 2020. Prior to this, he served as Hubbell’s Chief Operating Officer from June 2019 to October 2020, after serving as President of the Power Systems group from 2014 to 2019. Mr. Bakker began his career with Hubbell in 1988 as a manufacturing engineer with Hubbell Wiring Systems and has held positions of increasing leadership around the world in both Hubbell’s utility and electrical segments. Mr. Bakker has an M.S. in Manufacturing Engineering and a B.S. in Industrial Engineering from the University of Rhode Island, and an M.B.A. from University of Bridgeport.

	Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain •Innovation/R&D	•Sustainability •International Experience •Digital/eCommerce •M&A Experience •Human Capital


Age: 69 Director since: 2019 INDEPENDENT	JAN A. BERTSCH

	Experience: Ms. Bertsch is retired and was most recently the Senior Vice President and Chief Financial Officer of Owens-Illinois, Inc. (NYSE: OI), a packaging and glass container manufacturer, from 2015 to 2019. Prior to this, Ms. Bertsch served as Executive Vice President and Chief Financial Officer of Sigma-Aldrich Corporation from 2012 to 2015. Prior to that, Ms. Bertsch served as Treasurer and then Vice President, Controller, and Principal Accounting Officer at BorgWarner Inc., from 2009 to 2012. Ms. Bertsch also served as Corporate Treasurer and Chief Information Officer at Chrysler LLC and, earlier, in various roles of increasing responsibility in Finance and Treasury at Ford Motor Company. Ms. Bertsch has a B.S. in Finance from Wayne State University and an M.B.A. from Eastern Michigan University. Ms. Bertsch has been a director of BWX Technologies (NYSE: BWXT), Inc. since 2013, and became the independent chair of the BWX board in 2022. She has also been a director of Axalta Coating Systems (NYSE: AXTA) since 2022 and served as a director of Meritor, Inc. from 2016 to 2022.

	Qualifications: •Financial/Accounting Background •Corporate Governance •Manufacturing & Supply Chain •Regal Rexnord Industry Knowledge	•Cybersecurity Knowledge •International Experience •Digital/eCommerce •M&A Experience


Age: 61 Director since: 2010 INDEPENDENT	STEPHEN M. BURT

	Experience: Mr. Burt is the Managing Director of Kroll, formerly Duff & Phelps, a provider of independent financial advisory and investment banking services. Mr. Burt is currently the leader of the firm’s Mergers and Acquisitions Advisory practice, as well as the President of Kroll Securities, LLC, a provider of merger and acquisition advisory services, and has been with the company since 1994. Mr. Burt has a B.S. in Finance from Indiana University and an M.B.A. in Finance from DePaul University. Mr. Burt serves on the Finance Advisory Board in the Driehaus College of Business at DePaul University and was previously an NACD Board Leadership Fellow.

	Qualifications: •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Commercial	•International Experience •Digital/eCommerce •M&A Experience


Age: 70 Director since: 2021 INDEPENDENT	THEODORE D. CRANDALL

	Experience: Mr. Crandall retired from Rockwell Automation, Inc. (NYSE: ROK), a leading global provider of industrial automation power, control, and information solutions, in 2019. His most recent roles included Senior Vice President of the Control Products and Solutions segment from 2017 to 2019, and Senior Vice President and Chief Financial Officer of Rockwell Automation from 2007 to 2017. Prior to that, Mr. Crandall served in a variety of executive roles in finance, manufacturing, logistics, and general management for Rockwell Automation and Electronics Corporation of America, a company acquired by Rockwell Automation in 1986. Prior to joining our Board, Mr. Crandall served as a director of Zurn Elkay Water Solutions Corporation (formerly known as Rexnord Corporation) from 2015 to 2021. Mr. Crandall received a B.S. in Management Science and Economics and a Master’s degree in Industrial Administration from Carnegie-Mellon University.

	Qualifications: •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain	•Regal Rexnord Industry Knowledge •Cybersecurity Knowledge •Sustainability •Digital/eCommerce


Age: 59 Director since: 2022 INDEPENDENT	MICHAEL P. DOSS

	Experience: Mr. Doss served as a director and the President and Chief Executive Officer of Graphic Packaging Holding Company (NYSE: GPX), a leader in the design and manufacturing of packaging for consumer products, from 2015 to December 2025. Prior to that, Mr. Doss held roles of increasing complexity with Graphic Packaging from 1990 to 2015, including Chief Operating Officer; Executive Vice President, Commercial Operations; Senior Vice President, Consumer Packaging; Senior Vice President, Food and Consumer Products Packaging; Vice President, Operations, Universal Packaging; Director Web Systems, Universal Packaging; and Plant Manager. Mr. Doss is a member of the boards of directors for Crown Holdings, Inc. (NYSE: CCK), the American Forest & Paper Association, the Paper Recycling Coalition, and the Atlanta Metro Chamber of Commerce. He served as a director of Sealed Air Corporation from 2020 to 2022. Mr. Doss has both a B.S. in Industrial Marketing and an M.B.A. from Western Michigan University.

	Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain	•Commercial •Cybersecurity Knowledge •Sustainability •M&A Experience •Human Capital


Age: 71 Director since: 2020 INDEPENDENT	MICHAEL F. HILTON

	Experience: Mr. Hilton is retired and most recently served as a director and the President and Chief Executive Officer of Nordson Corporation (NASDAQ: NDSN), an engineering and manufacturing company, from 2010 to 2019. Prior to that, Mr. Hilton served at Air Products and Chemicals, Inc., a manufacturer of industrial gases, beginning in 1976 in various roles of increasing responsibility, serving most recently as the Senior Vice President and General Manager, Electronics and Performance Materials, from 2007 to 2010. Mr. Hilton has both a B.S. in Chemical Engineering and an M.B.A. from Lehigh University. Mr. Hilton has served as a director of JELD-WEN Holding, Inc. (NYSE: JELD) since 2023, Lincoln Electric Holdings, Inc. (NASDAQ: LECO) since 2015, and Ryder System, Inc. (NYSE: R) since 2012.

	Qualifications: •Public Company CEO leadership •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain •Innovation/R&D	•Commercial •Sustainability •M&A Experience •Human Capital


Age: 45 Director since: 2025 INDEPENDENT	RASHIDA A. HODGE

	Experience: Ms. Hodge has served as the Corporate Vice President, Cloud and AI platforms, Customer Success at Microsoft Corporation (NASDAQ: MSFT), a multinational technology company, where she has led the global commercial business, accelerating data-driven digital transformations for customers, since February 2021. Prior to that, Ms. Hodge spent 18 years at International Business Machines Corporation, a multinational technology company. She served in multiple roles in the IBM Watson Unit from 2013 to 2019, and most recently as the Global Vice President from January 2019 to December 2020, providing transformative strategies in hardware, software, and services for the North America Insurance Global Markets Business. Ms. Hodge has a B.S. and M.S. in Industrial Engineering from North Carolina State University and an M.B.A. from Duke University.

	Qualifications: •Corporate Governance •Operating (P&L) •Innovation/R&D	•International Experience •Digital/eCommerce •Human Capital


Age: 54 Director since: 2019	LOUIS V. PINKHAM

	Experience: Mr. Pinkham joined our Company in April 2019 as Chief Executive Officer. Prior to joining the Company, Mr. Pinkham was Senior Vice President of Crane Co., an industrial products manufacturer, from 2016 to 2019, and served in other leadership roles at Crane Co. from 2012 to 2016. Prior to that, Mr. Pinkham was Senior Vice President and General Manager of the Critical Power Solutions Division, Electrical Group at Eaton Corporation. From 2000 to 2012, he held successive and increasing roles of global responsibility at Eaton. Since December 2023, Mr. Pinkham has served as a director of Jacobs Solutions Inc. (NYSE: J), which provides a range of professional services, including consulting, technical, scientific, and project delivery to government and the private sector, and currently serves as Lead Independent Director. Mr. Pinkham serves as a member of the Board of Trustees for the University of Chicago Medical Center and the Manufacturers Alliance for Productivity and Innovation (MAPI). Mr. Pinkham has a B.S. in Engineering from Duke University, an M.S. in Engineering Management from Northwestern University’s McCormick School of Engineering, and an M.B.A. from Northwestern University’s Kellogg Graduate School of Management.

	Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain •Innovation/R&D •Commercial	•Regal Rexnord Industry Knowledge •Cybersecurity Knowledge •Sustainability •International Experience •Digital/eCommerce •M&A Experience •Human Capital


Age: 70 Director since: 2007 INDEPENDENT CHAIRMAN	RAKESH SACHDEV

	Experience: Mr. Sachdev most recently served as the interim Chief Executive Officer of Axalta Coating Systems (NYSE: AXTA), a global supplier of paints and coatings to the automotive and industrial markets, from August 2022 until the end of 2022, after which he was appointed as the independent chairman of the Axalta board. Prior to that, Mr. Sachdev served as the Chief Executive Officer of Platform Specialty Products Corporation (renamed Element Solutions Inc.), a global diversified producer of high-technology specialty chemicals; he served as the Chief Executive Officer from 2016 to 2019 and a director from 2016 to 2020. Prior to that, Mr. Sachdev served as a director and the President and Chief Executive Officer of Sigma-Aldrich Corporation, a leading life science and technology company, from 2010 to 2015, and as the Vice President and Chief Financial Officer, from 2008 to 2010. Mr. Sachdev also served in various executive positions at Meritor, Inc., a global supplier of automotive systems and components, and Cummins Inc., a global engine and power systems manufacturer. Mr. Sachdev currently is a senior advisor at New Mountain Capital, a private equity firm. Mr. Sachdev has served as a director of Edgewell Personal Care Company (NYSE: EPC) since 2015, Herc Holdings Inc. (HYSE: HRI) since 2021, and Axalta Coating Systems since 2020. In the past, Mr. Sachdev served as a director of Avantor, Inc., from 2019 to 2021, a board member and Chair of the Federal Reserve Bank of St. Louis, and as a member of the Board of Trustees of Washington University in St. Louis. Mr. Sachdev has a B.S. in Mechanical Engineering from the Indian Institute of Technology, Delhi, an M.S. in Mechanical Engineering from the University of Illinois, and an M.B.A. from Indiana University.

	Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Manufacturing & Supply Chain •Innovation/R&D	•Regal Rexnord Industry Knowledge •Sustainability •International Experience •Digital/eCommerce •M&A Experience •Human Capital


Age: 66 Director since: 2005 INDEPENDENT	CURTIS W. STOELTING

	Experience: Mr. Stoelting most recently was a director and the Chief Executive Officer of Roadrunner Transportation Systems, Inc., a transportation and logistics service provider, from 2017 to 2020. Prior to that, Mr. Stoelting was the President and Chief Operating Officer of Roadrunner from 2016 to 2017. Prior to that, Mr. Stoelting served as the Chief Executive Officer and a director of TOMY International (formerly RC2 Corporation), a designer, producer, and marketer of products for infants and toddlers, from 2003 to 2013. Mr. Stoelting served in several leadership roles at RC2 from 1994 to 2003, including as the Chief Operating Officer and a director beginning in 2000. Mr. Stoelting has a B.A. in Accounting from the University of Illinois and is a Certified Public Accountant.

	Qualifications: •Public Company CEO leadership •Financial/Accounting Background •Corporate Governance •Operating (P&L) •Innovation/R&D •Commercial	•Regal Rexnord Industry Knowledge •Sustainability •International Experience •Digital/eCommerce •M&A Experience •Human Capital


Age: 71 Director since: 2021 INDEPENDENT	ROBIN A. WALKER-LEE

	Experience: Ms. Walker-Lee served as the Executive Vice President, General Counsel, and Secretary of TRW Automotive Holdings Corp. (NYSE: TRW), a leader in automotive safety systems and one of the top financial performers in the industry, from 2010 to 2015. Prior to that, she served as Assistant General Counsel of Operations for General Motors Company, together with its predecessor General Motors Corporation, “GM”, an automobile manufacturer, from 2009 to 2010, and as General Counsel and Vice President of Public Policy for GM — Latin America, Africa, and Middle East, from 2002 to 2008. She also had oversight responsibility for several high-profile corporate matters and served on special assignment to the General Counsel of GM during its bankruptcy restructuring. Prior to joining our Board, Ms. Walker-Lee served as a director of Zurn Water Solutions Corporation (formerly known as Rexnord Corporation) from 2015 to 2021 and has served on the EMCOR Group (NYSE: EME) Board of Directors as Chair of the Nominating and Governance Committee since 2018. EMCOR Group is a global leader in mechanical and electrical construction, industrial, and energy infrastructure, and facilities services to commercial, industrial, utility, and institutional customers. Ms. Walker-Lee has an undergraduate degree from University of Kansas and a Juris Doctorate degree from University of Michigan Law School.

	Qualifications: •Corporate governance •Commercial •Regal Rexnord Industry Knowledge •Sustainability	•International Experience •M&A Experience •Human Capital


			Annual election of all directors

			Majority voting with director resignation policy

			All directors are independent except our Chief Executive Officer

			No “overboarded” directors under ISS or Glass Lewis guidelines

			Independent Chairman of the Board and independent Board committees

			Annual Board and committee evaluations, with cyclical individual director peer evaluations

			Skills matrix regularly reviewed and disclosed
			Independent directors meet without management present


			Shareholders have right to call special meetings

			Proxy access rights

			No “poison pill”

			Share ownership guidelines for directors and executives

			Commitment to Board refreshment - age 74 retirement guideline

			Active role in succession planning and management development

			Appropriate mix of director tenures

			Robust oversight of strategy and risk


Name of Beneficial Owner	Amount and Nature of Beneficial Ownership(1)(2)	Restricted Stock Units(3)
Gerben W. Bakker	-	1,295
Jan A. Bertsch	7,479	1,295
Stephen M. Burt	24,042	1,295
Theodore D. Crandall	7,274	1,295
Michael P. Doss	2,605	1,295
Michael F. Hilton	6,937	1,295
Rashida A. Hodge	-	1,295
Brooke Lang	6,428	4,342
Jerrald R. Morton	28,933	6,018
Louis V. Pinkham	77,559	18,590
Robert J. Rehard	94,626	9,589
Rakesh Sachdev	26,042	1,295
Curtis W. Stoelting	25,815	1,295
Robin A. Walker-Lee	4,580	1,295
Kevin J. Zaba(4)	69,942	—
All current directors and executive officers as a group (18 persons)	345,154	73,329


	Amount and Nature of Beneficial Ownership
	Voting Power		Investment Power			Percent
Name and Address of Beneficial Owner	Sole	Shared	Sole	Shared	Aggregate	of Class
The Vanguard Group(1) 100 Vanguard Blvd. Malvern, PA 19355	0	22,768	6,703,090	85,504	6,788,594	10.23
BlackRock, Inc.(2) 50 Hudson Yards New York, NY 10001	5,555,678	0	5,757,033	0	5,757,033	8.7
Victory Capital Management, Inc.(3) 15935 La Cantera Pkwy San Antonio, TX 78256	4,095,130	0	4,122,930	0	4,122,930	6.21
FMR LLC(4) 245 Summer Street Boston, MA 02210	2,811,911	0	3,959,630	0	3,959,630	6.0



			TABLE OF CONTENTS

			COMPENSATION DISCUSSION AND ANALYSIS						33
			Our Named Executive Officers						33
			Executive Compensation Philosophy						35
			Setting Executive Compensation						38
			The Elements of Total Compensation						40
			Executive Stock Ownership Requirements						51
			Policy Prohibiting Insider Trading; Policy Against Hedging and Pledging Transactions						51
			Policies and Practices Relating to the Timing of Equity Awards						51
			Employment Agreements and Severance and Change in Control Benefits						52
			Tax Considerations						52


What We Do
			Pay for Performance
			Balance of Long-Term and Short-Term Incentives
			Use Multiple Performance Metrics for Short and Long-Term Incentives, including a Relative TSR Metric
			Benchmark Compensation Compared to an Appropriate Peer Group
			Maintain a Compensation Recovery (Clawback) Policy that Extends Beyond Dodd-Frank Requirements
			Rigorous Committee Oversight of Incentive Metrics, Goals, and Pay/Performance Relationships
			Maintain Stringent Stock Ownership Holding Requirements
			Prohibit Hedging and Pledging of Company Stock
			Limit Perquisites
			Engage an Independent Compensation Consultant
			Hold Executive Sessions at each Committee Meeting
			Use Double-Trigger for Change in Control Agreements and Equity Awards


What We Do NOT Do
			No Agreements with Gross-Ups for Taxes
			No Excessive Change in Control Agreements
			No Cash Buyouts or Repricing of Options
			No Guaranteed Bonuses or Salary Increases
			No Dividends or Dividend Equivalent Payments until Underlying Equity Grant Vests
			No Stock Option or SAR Backdating or Repricing


Name	Base Salary			Change from 2024
Louis V. Pinkham		$	1,250,000		4.2%
Robert J. Rehard		$	756,840		—	%
Jerrald R. Morton		$	600,000		8.9	%
Kevin J. Zaba		$	598,500		—	%
Brooke Lang		$	530,000		7.1	%


Name	Target % of Base Salary		Target Opportunity $
Louis V. Pinkham	140	%		$	1,750,000
Robert J. Rehard	85	%		$	643,314
Jerrald R. Morton	80	%		$	480,000
Kevin J. Zaba	80	%		$	478,800
Brooke Lang	75	%		$	397,500


					Goals
Total Company Performance Measures	Weight		Threshold				Target				Maximum
Adjusted Earnings Per Share	50	%	$	9.01			$	10.00			$	10.49
Adjusted Free Cash Flow Conversion	30	%			90	%			100	%			110	%
Total Company Growth Initiatives(1)	20	%


				Goals
Segment Performance Measures	Segment ICP Weight	Threshold				Target				Maximum
IPS Adjusted EBITDA ($ in millions)	50%	$	635.2			$	705.8			$	741.1
IPS Adjusted Free Cash Flow Conversion	30%			90	%			100	%			110	%
IPS Revenue Growth Initiatives(1)	20%


Total Company Performance Measures		Weight		2025 ICP Results (1)				Weighted Payout %
Adjusted Earnings Per Share		50	%	$	10.00				50.5	%
Adjusted Free Cash Flow Conversion		30	%			106.5	%		49.2	%
Total Company Growth Initiatives(2)		20	%						27.6	%
	Total Company Performance	100	%			—			127.3	%