Dolores Ennico
About Dolores J. Ennico
Dolores J. Ennico is an independent director at RBC Bearings Incorporated, serving since 2020, and currently chairs the Compensation Committee and serves on the Nominating & Governance Committee. She is 72, with deep human capital and executive compensation expertise, having been Chief Human Resources Officer at Olin Corporation (2009–2018; with Olin since 1974) and Principal of Canterbury Consulting since 2020; she holds a B.S. in Microbiology and an M.S. in Biochemistry (Southern Connecticut State University) and an MBA (University of New Haven) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canterbury Consulting | Principal | 2020–present | Strategic advisory on human capital, org effectiveness, executive compensation, governance |
| Olin Corporation | Chief Human Resources Officer; earlier roles since 1974 | CHRO 2009–2018; prior roles from 1974 | Fortune 500 C‑suite experience; executive compensation and succession expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of New Haven | Board of Governors member | Not disclosed | Member, Compensation Committee |
| Girl Scouts of Connecticut | Executive Committee member | Not disclosed | Governance/leadership role |
| National Association of Corporate Directors (NACD) | Member | Not disclosed | Director education/standards affiliation |
Board Governance
- Independence and tenure: Independent director since 2020; Board determined all directors except the CEO and COO are independent under NYSE and SEC standards .
- Committees and roles:
- Compensation Committee: Chair; 2 meetings in fiscal 2025; all members independent (members: Ennico, Dr. Amir Faghri, Dr. Steven H. Kaplan) .
- Nominating & Governance Committee: Member; 2 meetings in fiscal 2025; all members independent (members: Ennico, Dr. Kaplan, Edward D. Stewart) .
- Attendance: Board met 4 times; Board committees held 8 meetings in fiscal 2025; each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting .
- Executive sessions and leadership: Non-employee directors held two executive sessions in fiscal 2025; Board established a Lead Independent Director role in June 2025 in response to investor feedback (Richard R. Crowell appointed) .
- Board structure: Classified board retained after review; Board committed to periodic reassessment given stockholder interest in declassification .
Fixed Compensation (Director; Fiscal 2025)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly |
| Compensation Committee Chair fee (earned FY2025) | $5,000 | Included in cash total; fee increased to $25,000 effective fiscal 2026 |
| Total cash (FY2025) | $55,000 | Per director compensation table |
Additional policy notes:
- Non-employee director comp includes a specified-value equity award set at $325,000 for FY2025 (60% restricted stock, 40% options), with restricted stock vesting over 3 years and options vesting over 5 years; options have exercise price equal to grant-date close .
- Shift to specified-value equity adopted in FY2025 for predictability and alignment with CEO/COO equity approach .
Performance Compensation (Director; Fiscal 2025)
| Instrument | Grant Value (Fair Value) | Quantity/Inputs | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock | $195,000 | 678 shares at $287.37 grant-date close | 3 years | None disclosed (time-vest) |
| Stock Options | $130,000 | 974 options; Black‑Scholes FV $133.37 each; strike = grant-date close | 5 years | None disclosed (time-vest) |
Equity awards to non-employee directors are time-vested; the proxy does not disclose performance targets for director equity (unlike CEO/COO programs) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public-company boards | None disclosed in the RBC proxy biography for Ms. Ennico |
| Interlocks | Compensation Committee Interlocks: none; no member has been an officer/employee or had relationships requiring related-party disclosure; no reciprocal executive/committee interlocks reported for FY2025 |
Expertise & Qualifications
- Human capital management and executive compensation expertise; succession planning oversight; organizational effectiveness; Fortune 500 C‑suite experience .
- Education: B.S. Microbiology; M.S. Biochemistry (Southern Connecticut State University); MBA (University of New Haven) .
Equity Ownership (as of July 8, 2025)
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 7,705 shares | Sole or shared voting/dispositive power as noted; none in margin or pledged |
| Percent of class | <1.0% | Based on 31,563,187 shares outstanding (plus individual options, as applicable) |
| Restricted shares included | 1,384 shares | Included in beneficial ownership |
| Options exercisable within 60 days | 795 shares | Included in beneficial ownership methodology per footnote |
| Pledged shares | 0 | Company notes none of the listed shares are pledged or in margin |
Stock ownership guidelines for non-employee directors: minimum 3x annual retainer, to be achieved within five years; credit for restricted stock (not options); annual compliance review by the Compensation Committee .
Compensation Committee Analysis (relevance to board effectiveness)
- Composition and independence: Ennico (Chair), Faghri, Kaplan; all meet NYSE independence standards; committee held 2 meetings in FY2025 .
- Investor engagement impact: Chair Ennico led extensive outreach (with CFO and General Counsel) to holders representing >52% of outstanding shares; Say-on-Pay approval improved to 80% (+25pp vs. 2023). Program changes incorporated investor feedback: removed overlapping metrics (ROIC from short-term; adjusted EBITDA from long-term), added TSR to long-term, and shifted CEO pay weighting from 70/30 to 60/40 ST/LT at target .
- Use of independent compensation consultants: Company indicates retention of independent consultants “as needed” and robust governance policies (clawback policy compliant with NYSE/SEC), with no committee interlocks .
- 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 .
Related-Party Transactions, Hedging/Pledging, and Other Policies
- Related-party transactions: None >$120,000 involving directors/executives since start of FY2025; company maintains controls and Code of Conduct oversight, though no formal Board approval policy for related‑party transactions is in place (governance gap to note) .
- Hedging/derivatives: Policy prohibits directors, officers, employees from transactions in derivative securities referencing RBC equity (other than awards under company plans) .
- Insider trading and trading windows disclosed; compliance framework described .
Say‑on‑Pay & Shareholder Feedback
| Item | Outcome/Action |
|---|---|
| 2024 Say‑on‑Pay approval | 80% of votes cast; +25pp vs. 2023 after outreach led by Chair Ennico |
| Governance responses | Established Lead Independent Director role (June 2025) following investor feedback on combined Chair/CEO; ongoing review of classified board structure |
Governance Assessment
-
Strengths
- Independent director with deep HR/compensation expertise; chairs the Compensation Committee and sits on Nominating & Governance, aligning skills with oversight roles .
- Demonstrated investor responsiveness: Led outreach that materially improved Say‑on‑Pay support and drove program enhancements (e.g., TSR addition, metric simplification, rebalanced ST/LT mix) .
- Strong alignment policies: Director ownership guideline (3x retainer), prohibition on hedging/derivative transactions, no pledging reported for her holdings .
-
Watch items / potential red flags
- Classified board retained despite some stockholder preference for declassification (mitigated by adding a Lead Independent Director and committing to periodic review) .
- No formal Board policy for approval of related‑party transactions (though the company reports none requiring disclosure and relies on controls and Code of Conduct) .
-
Overall implication for investors
- Ennico’s background and active stewardship of compensation and engagement are positives for board effectiveness and pay‑for‑performance credibility. The introduction of a Lead Independent Director strengthens oversight where the Chair/CEO roles are combined, partially addressing governance structure concerns .