Edward Stewart
About Edward D. Stewart
Edward D. Stewart is an independent director of RBC Bearings Incorporated, serving on the Board since 2013. He is 82 years old and is designated an “audit committee financial expert” based on extensive finance experience, including service as Executive Vice President of GE Capital and CFO of several GE businesses; he is the former Chairman of then‑public ATC Technology Corporation. He holds a B.A. in Economics from Tufts University. He currently chairs the Audit Committee and serves on the Nominating & Governance Committee.
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| General Electric Company | Executive Vice President, GE Capital; CFO of several GE businesses | — | Financial leadership underpinning “audit committee financial expert” designation |
| ATC Technology Corporation (public at the time) | Chairman of the Board | — | Board leadership at a third‑party logistics provider |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| ATC Technology Corporation | Chairman of the Board | Former | Then publicly‑held third‑party logistics services provider |
No other current public company directorships are disclosed for Mr. Stewart.
Board Governance
| Item | Detail |
|---|---|
| Board class | Class I; nominated for election in 2025 to a term ending 2028 if elected |
| Independence | Independent director under NYSE and SEC rules |
| Committees | Audit Committee (Chair); Nominating & Governance Committee (Member) |
| Audit Committee (FY2025) | 4 meetings; all members independent and financially literate; all three members (Crowell, Elmy, Stewart) qualify as “audit committee financial experts” |
| Nominating & Governance Committee (FY2025) | 2 meetings; all members independent; members: Ennico, Kaplan, Stewart |
| Board & Committee attendance | Each director attended at least 75% of Board and committee meetings in FY2025; Board met 4 times; committees met 8 times in aggregate |
| Executive sessions (FY2025) | Non‑employee directors met in executive session twice |
| Lead Independent Director | Role established June 2025; Richard R. Crowell serves as Lead Independent Director |
| Audit Committee Report | Stewart signed as Audit Committee Chair; report confirms review of FY2025 financials, ICFR, auditor independence, and E&Y selection for FY2026 |
| Board structure | Classified board retained after evaluation; some stockholders favored declassification |
Fixed Compensation
| Component | FY2025 Amount/Policy | Notes |
|---|---|---|
| Cash retainer (non‑employee director) | $50,000 | Payable quarterly |
| Audit Committee Chair fee | $5,000 (FY2025); increased to $10,000 for FY2026+ | Stewart’s FY2025 cash includes $5,000 for Audit Chair |
| Annual equity award value | $325,000 total per director | 60% restricted stock ($195,000) and 40% stock options ($130,000), specified value approach adopted in FY2025 |
| Grant mechanics (FY2025) | RS: 678 shares at $287.37; Options: 974 options fair value $133.37 | Options strike = closing price on award date; RS vests over 3 yrs; options vest over 5 yrs |
| Director expense reimbursement | Reasonable out‑of‑pocket expenses reimbursed |
Stewart’s FY2025 director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Edward D. Stewart | 55,000 | 195,000 | 130,000 | 380,000 |
| (Includes $5,000 for Audit Chair in FY2025) | RS grant valued at $287.37 × 678 shares | Option fair value $133.37 × 974 | ||
Performance Compensation
Directors’ equity compensation is time‑based (restricted stock vests over three years; options vest over five years) and is not conditioned on performance metrics; no director‑specific performance metrics are disclosed.
| Metric | Applies to Non‑Employee Directors? | Notes |
|---|---|---|
| Adjusted EBITDA, ROIC, TSR | No | Used for CEO/COO executive programs; not used for director pay |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Mr. Stewart |
| Prior public boards | ATC Technology Corporation (Chairman) |
| Compensation Committee interlocks | Company discloses no Compensation Committee interlocks or insider participation in FY2025 (committee members are Ennico, Faghri, Kaplan) |
Expertise & Qualifications
- Audit committee financial expert; deep financing/accounting expertise and M&A experience; international and risk management exposure.
- Corporate governance experience through prior and current board service.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Restricted Shares Included | Options Exercisable within 60 Days | Pledged/Margin |
|---|---|---|---|---|---|
| Edward D. Stewart | 23,188 | <1.0% | 1,384 | 2,195 | None; company notes shares not held in margin accounts nor pledged |
Stock ownership guidelines: Non‑employee directors must hold stock equal to 3x annual retainer; credit given for restricted stock (not options); five‑year accumulation period; reviewed annually. (Company‑wide policy; per‑director compliance not disclosed.)
Hedging/derivatives in company stock by directors are prohibited.
Section 16 compliance: Company reports timely filings in FY2025 except a late Form 4 for an officer (John Feeney); no issues disclosed for Stewart.
Related-Party Transactions
- Company reports no related‑party transactions (>$120,000) since the start of FY2025 involving directors, officers, 5% holders or immediate family members; no loans to directors/officers.
- Note: The company states it has various controls but does not have a formal Board policy for review/approval of related‑party transactions (process‑related governance consideration).
Say‑on‑Pay & Shareholder Feedback (Governance Signals)
- Say‑on‑Pay support improved to 80% at the September 2024 annual meeting following outreach to investors representing >52% of outstanding shares.
- Board established Lead Independent Director in June 2025 in response to stockholder feedback; Richard Crowell serves in the role.
- Executive equity program changes (not applicable to directors) addressed overlapping metrics and added TSR to long‑term awards based on investor input.
Governance Assessment
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Strengths
- Long‑tenured independent director with deep finance background; designated audit committee financial expert; chairs Audit Committee; signed robust Audit Committee Report covering financial statements, ICFR, and auditor independence.
- Director equity mix aligns with shareholders via annual RS and options; specified‑value approach enhances predictability; hedging prohibited; no pledging of shares disclosed.
- Stock ownership guidelines (3x retainer for directors) and company‑wide clawback policy support alignment and accountability.
- Lead Independent Director role added; regular executive sessions increase independent oversight.
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Watch items / potential red flags
- Classified board retained despite some stockholder preference for declassification; Board committed to periodic review.
- No formal Board policy for RPT review/approval is disclosed (though controls and certifications are in place).
-
Engagement & attendance
- Each director attended at least 75% of meetings in FY2025; all directors attended the 2024 annual meeting; non‑employee directors held two executive sessions in FY2025.
-
Compensation (director)
- FY2025: $55,000 cash (incl. $5,000 Audit Chair fee), $195,000 RS (678 shares at $287.37), $130,000 options (974 options, fair value $133.37); vesting over 3/5 years; Audit Chair fee rises to $10,000 in FY2026.