Amir Faghri
About Amir Faghri
Dr. Amir Faghri is an independent director of RBC Bearings Incorporated, serving originally from 2004 to 2020 and reappointed in May 2022; he is currently a Class II director. He is Distinguished Professor Emeritus and Distinguished Dean Emeritus of Engineering at the University of Connecticut and Distinguished Adjunct Professor at UCLA, with nine U.S. patents and 350+ publications; education includes B.S. from Oregon State and M.S./Ph.D. in Mechanical Engineering from UC Berkeley. Age: 73 (as disclosed in 2024 proxy). Independence: the Board determined he meets NYSE independence standards (non-employee).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Connecticut | Dean, School of Engineering | 1998–2006 | Led engineering school; workforce development and manufacturing technology expertise cited as benefits to RBC. |
| University of Connecticut | Head, Mechanical Engineering Department | 1994–1998 | Leadership in engineering; complements board oversight of manufacturing/IT. |
| University of Connecticut | Distinguished Professor Emeritus; Distinguished Dean Emeritus | Current | Provides state-of-the-art engineering/manufacturing resources to RBC. |
| UCLA | Distinguished Adjunct Professor | Current | International academic perspective and technology expertise. |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Los Alamos National Laboratory | Consultant | Various | Technical advisory experience; no related-party transactions disclosed. |
| Oak Ridge National Laboratory | Consultant | Various | Technical advisory experience. |
| Exxon Mobil Corporation | Consultant | Various | Industry consulting; no RBC related-party transactions disclosed. |
| Intel Corporation | Consultant | Various | Technology consulting; no RBC related-party transactions disclosed. |
| Editorial Boards (8 journals) | Editorial Board Member | Various | Governance-relevant domain expertise and thought leadership. |
Board Governance
- Committees: Compensation Committee member (Chair: Dolores J. Ennico), with meetings held four (FY2023), six (FY2024), two (FY2025). Audit Committee chaired by Edward D. Stewart; Faghri is not a member.
- Independence: All directors except Dr. Hartnett and Mr. Bergeron were independent per NYSE standards in 2025. Faghri is independent.
- Attendance: Each director attended at least 75% of Board and committee meetings in FY2023, FY2024, and FY2025.
- Board meetings/Executive sessions:
- FY2023: Board 4; executive sessions held during one Board meeting and four Audit Committee meetings.
- FY2024: Board 4; non-employee directors met in executive session during two Board meetings; presiding director is Audit Chair Edward D. Stewart.
- FY2025: Board 4; non-employee directors met in executive session twice.
- Board structure: Classified board retained after evaluation; ongoing review commitment noted.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer ($) | $37,500 | $50,000 |
| Committee chair fee ($) | $0 (not chair) | $0 (not chair) |
| Meeting fees | None disclosed | None disclosed |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Stock awards ($) | $298,635 | $247,428 |
| Option awards ($) | $86,690 | $94,160 |
| Total director compensation ($) | $422,825 | $391,588 |
Vesting and Award Structure
- Fiscal 2023 awards: 1,500 restricted shares vest over 3 years; 1,000 stock options vest over 5 years; option fair value $86.69 per grant (Black-Scholes); restricted share value uses closing price (proxy references $206.19 per share methodology in FY2023/FY2024 tables).
- Fiscal 2024 awards: Restricted shares valued using closing price $206.19 multiplied by 1,200 shares; options fair value $94.16 per option for 1,000 options; vesting over 3 years (RSUs) and 5 years (options).
- Policy change (May 2024): Compensation Committee shifted to value-based annual equity awards totaling $325,000 per independent director with 60% restricted stock and 40% options; May 2024 awards were 678 restricted shares and 974 options (aggregate $325,000).
Performance Metrics Tied to Compensation (Directors)
- Director compensation is fixed retainer plus equity; no director-specific performance metrics (revenue/EBITDA/TSR) disclosed for director awards.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company boards or interlocks disclosed in biography. |
Expertise & Qualifications
- Engineering and manufacturing expertise, patents (9), publications (>350), and technology/cyber skills matrix marking.
- Human capital/academics & research experience relevant to Compensation Committee service.
- International and technology experience affirmed in director skills matrix.
Equity Ownership
| Metric (as of July 8, 2025) | Value |
|---|---|
| Total beneficial ownership (shares) | 5,105 |
| Percent of class | <1.0% |
| Restricted shares held | 1,384 |
| Options exercisable within 60 days | 1,195 |
| Shares pledged or in margin accounts | None; not pledged or in margin accounts (per footnote) |
| Historical RSUs held (FY2023) | 1,500 |
| Historical options held (FY2023) | 1,000 |
| Historical RSUs/options (FY2022) | RSUs: 0; Options: 0 |
Insider Trades (Form 4 Filings)
| Filing Date | Period of Report | Form | Link |
|---|---|---|---|
| 2025-06-03 | 2025-05-30 | Form 4 | https://investor.rbcbearings.com/sec-filings/sec-filing/4/0001593968-25-000711 |
| 2024-05-31 | 2024-05-29 | Form 4 | https://investor.rbcbearings.com/sec-filings/sec-filing/4/0001593968-24-000776 |
| 2022-06-17 | 2022-06-17 | Form 4 | https://investor.rbcbearings.com/sec-filings/sec-filing/4/0001593968-22-001170 |
| 2019-04-01 | 2019-03-29 | Form 4 | https://investor.rbcbearings.com/sec-filings/sec-filing/4/0001593968-19-000878 |
Governance Assessment
- Committee assignments and engagement: Active on the Compensation Committee across FY2023–FY2025; committee independence affirmed; meeting cadence indicates regular oversight (four in FY2023, six in FY2024, two in FY2025).
- Independence and attendance: Independent per NYSE standards; met attendance threshold (≥75%) across FY2023–FY2025; attended annual meetings.
- Compensation alignment: Director pay is predominantly equity-based (RSUs and options) with long vesting schedules (3-year RSUs, 5-year options), aligning incentives with long-term performance; shift to value-based grants ($325k, 60% RSUs/40% options) increases predictability and aligns director compensation policy with CEO/COO approach.
- Ownership and risk: Beneficial ownership recorded with no pledging or margin accounts; options exercisable within 60 days and restricted share holdings disclosed—positive alignment and reduced risk indicators.
- Potential conflicts/related-party exposure: Biography lists consulting to Exxon Mobil and Intel; company disclosures do not identify related-party transactions or conflicts tied to these affiliations.
- Board structure signal: The Board maintained a classified structure after shareholder feedback but committed to regular review; governance stability vs. market preference trade-off—monitor sentiment and any future declassification proposals.
RED FLAGS
- None disclosed related to attendance shortfalls, pledging/hedging, related-party transactions, or director pay anomalies.