Barry Boyan
About Barry C. Boyan
Barry C. Boyan is a 63-year-old long-time RBC Bearings operating executive and director nominee with more than 40 years of engineering and manufacturing leadership in precision bearings and highly engineered components. He joined RBC in 2001 and serves as Vice President and General Manager of the Company’s West Coast operations; he is scheduled to retire at the end of 2025. If elected in 2025, he would serve a Class I term through the 2028 annual meeting, but he will not be considered independent until the end of that three-year term due to his recent management role. He is a licensed Master Electrician and a U.S. Marine Corps veteran.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RBC Bearings Incorporated | Vice President & General Manager, West Coast operations | 2001–2025 (retiring end of 2025) | Led engineering and manufacturing operations; deep domain expertise in bearings and components |
| Various bearing manufacturers | Engineering and management roles | 17 years prior to joining RBC | Built industry operating experience across engineering and management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | — |
No public-company directorships or external board committee roles are disclosed for Boyan.
Board Governance
- Director status: Nominee for Class I; if elected would serve until the 2028 annual meeting.
- Independence: Not independent until the end of his three-year term, given his executive role through 2025 (NYSE standards). This has alignment implications for Audit/Comp/N&G composition and independent oversight.
- Committee assignments: None disclosed for Boyan; current committee rosters do not include him.
- Board structure context: Classified board; combined Chair/CEO; Lead Independent Director role established in 2025 (Richard R. Crowell).
- Attendance benchmark: In fiscal 2025, the Board met 4 times and committees met 8 times; each current director met at least 75% attendance (Boyan not yet a director).
Fixed Compensation (Director Program – structure for non-employee directors)
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer | $50,000 per non-employee director | Payable quarterly |
| Committee Chair fees | $25,000 (Compensation Chair); $10,000 (Audit Chair) | Increased to these levels for fiscal 2026; fiscal 2025 chair fees reflected $5,000 per footnotes |
| Meeting fees | None disclosed | Not paid as separate fees |
| Expense reimbursement | Reasonable out-of-pocket expenses | For Board/committee meeting attendance |
Director equity award structure (non-employee directors):
- Target total equity value: $325,000 (FY2025), delivered 60% restricted stock and 40% stock options (Black-Scholes for option fair value).
- Vesting: Restricted stock vests over 3 years; options vest over 5 years; option strike price equals closing price on grant date.
Performance Compensation (Director Equity – design and vesting)
| Element | Design | Vesting/Terms |
|---|---|---|
| Restricted Stock (60% of $325k) | Time-based; no disclosed performance conditions | Vests ratably over 3 years |
| Stock Options (40% of $325k) | FMV strike; Black-Scholes fair value basis | Vests over 5 years; strike at grant-date close |
Note: Non-employee director equity is time-based, not tied to financial/ESG performance metrics; compensation shifted to specified-value approach in FY2025 for predictability.
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None disclosed | — | No interlocks or competitor/customer board ties disclosed |
Expertise & Qualifications
- 40+ years of engineering and management in precision bearings/manufacturing; strategic, manufacturing, technology, risk insights emphasized in nominee profile.
- Licensed Master Electrician; U.S. Marine Corps veteran (operational discipline and technical credentials).
- Skills matrix attributes include leadership, industry expertise, human capital management, M&A, risk management.
Equity Ownership
| Holder | Total Beneficial Ownership (sh) | % of Class | Restricted Shares Included | Options Exercisable within 60 Days | Pledged/Margin Status |
|---|---|---|---|---|---|
| Barry C. Boyan | 7,244 | <1% | 2,624 | 4,065 | None pledged or in margin accounts (per proxy footnote) |
- Shares outstanding used for calculation: 31,563,187 (as of July 8, 2025).
Stock ownership alignment policies:
- Ownership guideline: Non-employee directors must hold stock valued at 3× annual retainer (accumulated within 5 years); options do not count toward the guideline.
Hedging/derivatives and trading controls:
- Hedging prohibited for directors, officers, employees.
- Insider trading windows and blackout policy disclosed; trades limited to open windows.
Governance Assessment
- Independence and potential conflicts: Boyan will be a non-independent director for his full 3-year term if elected, reflecting a recent executive role; this elevates risk of limited independence on sensitive oversight matters (audit/comp/nom gov), although committee independence standards remain in place for other members. RED FLAG: non-independence during entire initial term.
- Related-party transactions: Company reports no related-party transactions >$120,000 since the start of FY2025; however, the Company does not maintain a formal Board approval policy for related-party transactions—this is a governance gap.
- Board structure and checks: Classified board with combined Chair/CEO; mitigant introduced in 2025 via Lead Independent Director (Richard Crowell) and periodic executive sessions of non-employee directors.
- Director pay structure: Balanced cash ($50k) and equity (specified value with 60/40 RS/options); time-based vesting aligns with longer-term share ownership but lacks explicit performance linkage for directors (typical market practice).
- Ownership alignment and trading controls: Robust ownership guidelines for directors and prohibitions on hedging/derivatives; Boyan’s holdings are modest (<1% of shares outstanding) with no pledging—positive for alignment and risk.
- Shareholder sentiment context: Say-on-pay approval improved to 80% in 2024 after engagement and program changes—signals responsiveness, though not specific to Boyan.
Implications: Investors should view Boyan as a deeply knowledgeable operator with relevant manufacturing expertise but not an independent voice during his initial term, elevating scrutiny on committee assignments and overall board independence. The absence of a formal related-party review policy is a governance weakness that warrants monitoring, especially with recent management on the board.
Data Appendix (Board/Compensation Context)
- Board and committees: Audit (Stewart—Chair; Crowell; Elmy), Compensation (Ennico—Chair; Faghri; Kaplan), Nominating & Governance (Ennico; Kaplan; Stewart).
- Meetings: 4 Board meetings; 8 aggregate committee meetings; all current directors met ≥75% attendance in FY2025; executive sessions held twice.
- Lead Independent Director: Richard R. Crowell (role added 2025).