Daniel Bergeron
About Daniel Bergeron
Daniel A. Bergeron is Vice President and Chief Operating Officer (COO) of RBC Bearings, and has served on the Board since 2013; he joined RBC in 2003 as VP Finance, served as CFO from 2003–2020, and became COO in 2017. He holds a B.S. in Finance from Northeastern University and an MBA from the University of New Haven; age 65 . Company performance under the current framework features five-year CAGR of 17.6% net sales, 20.0% adjusted EBITDA, and 15.6% free cash flow, with stock closing at $381.60 on July 8, 2025 and an IPO price of $14.50 in 2005; the Pay-Versus-Performance TSR index rose from 180.1 (2021) to 295.9 (2025) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RBC Bearings | Chief Operating Officer | 2017–present | Operational leadership across divisions with EBITDA-linked incentive alignment |
| RBC Bearings | Chief Financial Officer | 2003–2020 | Financial leadership, capital allocation, and performance discipline centered on adjusted EBITDA |
| RBC Bearings | Vice President, Finance | Joined 2003 | Established finance reporting rigor prior to CFO appointment |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various companies | Financial leadership and reporting roles | Prior 15 years before 2003 | Built expertise in financial reporting and leadership prior to joining RBC |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 | FY 2026 (set) |
|---|---|---|---|---|
| Base Salary ($) | $610,000 | $640,500 | $672,525 | $692,701 (effective June 1, 2025) |
| Annual Performance Bonus ($) | $549,000 | $576,450 | $605,273 (90% of base) | — |
| All Other Compensation ($) | $37,401 | $32,461 | $33,145 | — |
| Total Compensation ($) | $3,540,593 | $3,353,842 | $5,689,678 | — |
Performance Compensation
Annual Bonus Framework (COO)
| Adjusted EBITDA vs Plan (%) | COO Bonus as Multiple of Base Salary |
|---|---|
| <80.0% | 0.00x |
| 80.0%–89.9% | 0.45x |
| 90.0%–99.9% | 0.6x |
| 100.0%–109.9% | 0.9x |
| 110.0%–119.9% | 1.2x |
| ≥120.0% | 1.5x |
FY2025 Annual Bonus Outcome
| Metric | Target | Actual | Payout | Notes |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | $507.9 | $519.8 (102.3% of plan) | $605,273 (90% of base) | Plan-based payout; no discretionary bonus |
Equity Incentive Awards (COO)
One-year EBITDA-based award (restricted shares; vest 1/3 annually):
| Award Year | Metric | Target | Actual | Payout Multiple | Shares Awarded | Grant-Date Value | Vesting |
|---|---|---|---|---|---|---|---|
| FY2025 performance (awarded May 28, 2025) | Adjusted EBITDA to plan | 100% (plan) | 102.3% | 2.6x base salary | 4,791 | $1,748,523 | Equal increments May 2026–2028 |
Three-year performance-based award (unrestricted shares):
| 3-Year Period | Metrics | Targets | Actuals | COO Payout Multiple | Shares Awarded | Grant-Date Value |
|---|---|---|---|---|---|---|
| FY2023–FY2025 | Avg Adjusted EBITDA, Avg ROIC | $418.5mm EBITDA; 6.95% ROIC | $478.8mm (114.4% of plan); 8.76% ROIC (+1.8% vs plan) | 1.7x base salary | 3,131 | $1,142,690 |
Future program structure note: For periods ending with FY2027 and beyond, three-year awards will be based on ROIC and peer-group average TSR; one-year awards are exclusively adjusted EBITDA-based .
Equity Ownership & Alignment
Beneficial Ownership (as of July 8, 2025)
| Item | Value |
|---|---|
| Shares beneficially owned | 159,877 |
| Percent of class | <1% |
| Restricted shares included | 12,798 |
| Options exercisable within 60 days | 48,743 |
| Shares pledged/margin | None (no margin accounts; no pledging) |
| Hedging policy | Derivative transactions prohibited for directors/officers/employees |
| Stock ownership guidelines | Executives must hold stock ≥3x base salary; accumulation over 5 years; restricted stock counts, options do not |
Outstanding Equity Awards (FY2025 year-end)
| Award Type | Quantity | Exercise/Grant Price | Expiration/Award Date | Status/Vesting |
|---|---|---|---|---|
| Stock options (exercisable) | 35,000 | $143.92 | 6/3/26 | Exercisable |
| Stock options (exercisable/unexercisable) | 16,594 / 4,149 | $137.44 | 6/2/27 | Mix; vesting footnotes apply |
| Stock options (exercisable/unexercisable) | 21,000 / 14,000 | $199.16 | 6/3/28 | Mix; vesting footnotes apply |
| Restricted stock (not vested) | 3,925 | — | Vested June 2025 (footnote) | Vested June 2025 |
| Restricted stock (not vested) | 7,032 | — | — | 1/2 vested June 2025; 1/2 vest June 2026 |
| Restricted stock (not vested) | 6,736 | — | — | 1/3 vested June 2025; 1/3 vest June 2026; 1/3 June 2027 |
| Restricted stock (unvested from 5/28/25 award) | 4,791 | — | 5/28/25 | Vest equal increments May 2026–2028 |
Notes: Footnotes detail tranche vesting for awards (e.g., half in June 2025/2026; thirds in June 2025/2026/2027; May 2026–2028 schedule for the 4,791-share award) .
Option Exercises and RSU Vesting (FY2025)
| Item | Quantity | Value Realized ($) |
|---|---|---|
| Options exercised | 35,000 | $7,382,239 |
| Restricted stock vested | 15,773 | $4,657,451 |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Amended and restated June 2024 (prior 2022 agreement) |
| Initial term | Through March 31, 2026; auto-renews for successive 12-month periods unless 90 days’ notice of nonrenewal |
| Base salary | $672,525 per year (FY2025); reviewed annually, may be increased but not decreased |
| Annual bonus | Performance-based cash bonus per CEO/COO schedule tied to adjusted EBITDA vs plan |
| Equity awards | One-year adjusted EBITDA-based restricted shares; three-year awards tied to average adjusted EBITDA & ROIC (for periods ending FY2025–FY2026), shifting to ROIC & peer TSR for periods ending FY2027+; CEO receives unrestricted shares, COO restricted for one-year component |
| Severance (non-CIC) | Upon death/disability/termination without cause: lump-sum equal to base salary through contract term end; prorated annual performance bonus at maximum multiple; continuation of certain benefits; acceleration of restricted stock and unvested options; prorated equity awards for one- and three-year components at target |
| Change-in-control (double trigger) | If terminated within 24 months after a change in control: severance = 250% of annual base salary + 250% of annual performance bonus at target; prorated annual performance bonus at maximum multiple; continued welfare benefits for a period post-termination |
| Perquisites | Vehicle allowance; healthcare and disability insurance reimbursements |
| Clawback policy | NYSE/SEC-compliant clawback on incentive compensation if financials restated; recover pre-tax difference |
| Hedging/insider trading | Derivatives prohibited; trading windows enforced per policy |
Board Governance
| Attribute | Detail |
|---|---|
| Board service | Director since 2013; Class I director up for election in 2025 |
| Independence | Not independent (as an executive officer); all committees comprised solely of independent directors |
| Committee roles | None listed (Audit, Compensation, Nominating & Governance members are independent directors) |
| Attendance | Each director attended ≥75% of Board/committee meetings in FY2025; non-employee directors held two executive sessions |
| Board leadership | CEO also serves as Chairman; after investor feedback, the Board established a Lead Independent Director in June 2025 (Richard Crowell) |
Compensation Peer Group (for benchmarking)
Carlisle Companies; Curtiss-Wright; Dana; Enerpac Tool Group; Flowserve; Gates Industrial; Graco; HEICO; Hexcel; ITT; Regal Rexnord; Terex; Textron; Timken; Woodward .
Say-on-Pay & Shareholder Feedback
- Say-on-pay support increased to 80% at the September 2024 annual meeting following extensive outreach to holders representing over 52% of outstanding shares .
- Program changes included removing ROIC from short-term, removing adjusted EBITDA from long-term, adding TSR to long-term metrics, and shifting CEO short-/long-term weighting from 70/30 to 60/40; COO program adjusted in parallel .
Performance & Track Record
| Metric | 5-Year Trend / Point-in-Time |
|---|---|
| Net sales CAGR | 17.6% (5-year) |
| Adjusted EBITDA CAGR | 20.0% (5-year) |
| Free cash flow CAGR | 15.6% (5-year) |
| Stock | $381.60 close on July 8, 2025; IPO at $14.50 (2005) |
| TSR Index (Value of $100) | 2021: 180.1; 2022: 177.8; 2023: 211.6; 2024: 245.8; 2025: 295.9 |
Risk Indicators & Red Flags
- No pledging or margin accounts for directors/officers; hedging via derivatives prohibited .
- No related-party transactions over $120,000 since start of FY2025; no loans to directors/officers; repurchases only for option exercises or tax withholding .
- Clawback policy in place; double-trigger CIC mitigates single-trigger windfalls .
Equity Ownership & Alignment — Additional Detail
| Policy/Guideline | Detail |
|---|---|
| Executive stock ownership | 3x base salary; restricted stock counts; options excluded; five-year accumulation period; annual compliance review |
| Award timing | Equity grants to executives occur once per fiscal year after 10-K filing; adheres to insider trading window practices |
Investment Implications
- Pay-for-performance alignment is strong: Bergeron’s cash bonus and equity are formulaically tied to adjusted EBITDA in the short term and to multi-year ROIC/peer TSR (going forward), with meaningful award multiples (e.g., 2.6x base for FY2025 one-year award, 1.7x base for the FY2023–2025 three-year award) .
- Retention risk appears limited near term: an active employment agreement through March 31, 2026 with auto-renewal, severance protections, and continued benefits; double-trigger CIC terms reduce distraction and reinforce commitment through change events .
- Insider selling pressure windows: sizable scheduled vesting (e.g., 4,791-share award vesting May 2026–2028) and option expirations (2026–2028); observed FY2025 exercises ($7.38M value) suggest periodic liquidity events around vest/expiry dates .
- Governance considerations: Bergeron’s dual role (executive + director) means he is not independent; committee oversight is by independent directors, and the Board added a Lead Independent Director in 2025 to offset CEO/Chair dual-role concerns—overall mitigating independence risks .