Frederick Elmy
About Frederick J. Elmy
Independent director of RBC Bearings since October 1, 2024; Class III director; age 64. Former PricewaterhouseCoopers partner (1994–2021) with nearly 40 years at PwC across National Office (Accounting & SEC Services), Audit Partner (Financial Services, Industrial Products & Technology), and Financial Markets Partner (Accounting Advisory & Treasury Services); designated Audit Committee financial expert. Education: B.A. in Economics, University of Pennsylvania; Certified Public Accountant; Executive‑in‑Residence at Yale University. He serves on RBC’s Audit Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP | Partner; National Office Partner—Accounting & SEC Services | 1994–2021 | Advised senior executives, audit committees and boards on transactions, M&A, risk management, technical accounting, and SEC/financial reporting matters; deep audit and accounting leadership. |
| PricewaterhouseCoopers LLP | Audit Partner—Financial Services, Industrial Products & Technology | Various years | Led audits across sectors; strengthened financial reporting oversight. |
| PricewaterhouseCoopers LLP | Financial Markets Partner—Accounting Advisory & Treasury Services | Various years | Guided clients on financial markets transactions and treasury/accounting advisory. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Yale University | Executive‑in‑Residence | Not disclosed | Academic engagement; brings current governance and financial expertise perspectives to board service. |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee members are Edward D. Stewart (Chair), Richard R. Crowell, and Frederick J. Elmy; all qualify as “audit committee financial experts” and meet NYSE independence requirements.
- Independence: Board determined Elmy is independent under NYSE, SEC and company guidelines.
- Attendance: Board held four meetings and committees held eight in fiscal 2025; each director attended at least 75% of meetings; non‑employee directors held two executive sessions.
- Board structure: Classified board (three classes); Class III includes Dr. Michael J. Hartnett, Frederick J. Elmy and Dolores J. Ennico; Elmy is a Class III director.
- Lead Independent Director: Position established June 2025 in response to investor feedback; Richard Crowell elected LID.
- Hedging policy: Prohibits directors/officers/employees from derivative transactions in company equity.
Fixed Compensation
| Fiscal Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2025 | 25,000 | Joined the Board in October 2024; standard non‑employee director annual retainer is $50,000, payable quarterly. |
| Policy (FY25) | 50,000 | Cash retainer; Chair fees: Compensation Committee Chair $25,000 (raised from $5,000), Audit Committee Chair $10,000 (raised from $5,000) effective FY26. |
Performance Compensation
| Fiscal Year | Stock Awards ($) | Option Awards ($) | Grant Details | Vesting | Exercise Price |
|---|---|---|---|---|---|
| 2025 | 195,000 | 130,000 | Restricted stock grant 677 shares at $287.37 closing price; 990 options valued at $131.16 each (Black‑Scholes). | RSUs vest over 3 years; options vest over 5 years. | Options are granted at exercise price equal to closing price on award date ($287.37 for that award date). |
- Equity mix policy: Director equity awards are specified‑value ($325,000 total for FY25 per non‑employee director), allocated 60% restricted stock/40% stock options; practice implemented in FY25 for predictability; grants approved by Board upon Compensation Committee recommendation.
- Performance metrics: No performance‑based metrics disclosed for director compensation; grants are time‑based vesting.
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships or interlocks disclosed in the proxy statement. |
Expertise & Qualifications
- Audit committee financial expert; extensive experience in accounting standards, SEC reporting, risk management, M&A, and financial markets transactions.
- Education and credentials: BA Economics (University of Pennsylvania); CPA; Executive‑in‑Residence at Yale University.
- Skills matrix: Finance/Accounting, Corporate Governance, M&A, Risk Management reflected in board skills matrix.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Breakdown | Pledging/Margin |
|---|---|---|---|---|
| Frederick J. Elmy | 1,209 | <1.0% | Includes 1,209 restricted shares as of July 8, 2025; zero options exercisable within 60 days. | None of listed insiders’ shares are held in margin accounts or pledged. |
- Ownership guidelines: Non‑employee directors must own stock equal to 3x annual retainer, accumulated over five years; restricted stock counts, options do not; committee reviews compliance annually.
- Compliance status: Individual compliance not disclosed; five‑year accumulation period applies.
Governance Assessment
- Strengths: Independent director with deep audit and SEC reporting background; designated Audit Committee financial expert; on Audit Committee, which has strong oversight of controls, audit quality, independence and cybersecurity/financial risks; board engagement responded to investor feedback by creating LID; strict hedging prohibition and insider trading controls; clawback policy compliant with NYSE/SEC.
- Alignment: Director equity awards and ownership guidelines support alignment; no pledging or margin use disclosed; beneficial ownership present via restricted shares.
- RED FLAGS / Watch items: Company states there is no formal Board policy for review/approval of related‑party transactions (though none over $120k occurred in FY25); combined Chair/CEO structure persists (mitigated by LID); director equity is time‑vested (no performance‑based director metrics).
- Attendance and independence: All directors met minimum attendance thresholds, and Elmy is independent under NYSE/SEC rules; Audit Committee composed solely of independent directors.