Richard Crowell
About Richard R. Crowell
Richard R. Crowell is the Lead Independent Director of RBC Bearings Incorporated, appointed in June 2025 following shareholder feedback, and has served on RBC’s Board since 2002. He is independent under NYSE rules, serves on the Audit Committee, and the Board has determined he qualifies as an “audit committee financial expert.” Crowell is Managing Partner of Vance Street Capital (founded in 2007) and previously held senior roles in private equity and investment banking; he holds a BA from UC Santa Cruz and an MBA from UCLA Anderson. Age: 70.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vance Street Capital LLC | Managing Partner; Founder | Founded 2007; current Managing Partner | Brings investor perspective and precision manufacturing/aerospace sector insights to RBC Board |
| Aurora Capital Group | President; Co-founder | Co-founded 1991 (prior to founding Vance Street) | Private equity leadership experience |
| Acadia Partners | Partner and President | Prior to establishing Aurora | Investment leadership roles |
| Drexel Burnham Lambert | Managing Director, Corporate Finance | 1983–1987 | Investment banking experience |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| Micronics, Inc. | Private company (filtration/engineered solutions) | Director | Industry exposure relevant to RBC end markets |
| Jet Parts Aviation | Private company (aerospace parts/precision manufacturing) | Director | Aerospace exposure relevant to RBC |
| UCLA Anderson School of Management Board of Visitors | Academic/Advisory | Member | External network and governance perspective |
Board Governance
| Topic | Details |
|---|---|
| Independence status | Independent (all directors except CEO Hartnett and COO Bergeron deemed independent) |
| Board class | Class II director (with Faghri and Kaplan) |
| Lead Independent Director | Role created June 2025; Crowell elected by independent directors as first LID |
| LID responsibilities | Coordinates independent directors, presides over executive sessions, acts as liaison to Chair/CEO, agenda input, investor availability |
| Committee memberships | Audit Committee member (with Elmy and Stewart (Chair)); all members independent and financially literate; Crowell designated “audit committee financial expert” |
| Audit Committee activity (FY2025) | 4 meetings; issued audit report and recommended inclusion of audited financials; selected EY for FY2026 |
| Board meetings and attendance (FY2025) | Board met 4 times; committees met 8 times; each director attended at least 75% of applicable meetings |
| Executive sessions (FY2025) | Non-employee directors met in executive session twice |
| Board structure | Classified/staggered; Board committed to periodic review after stockholder feedback |
Fixed Compensation
| Component | FY2025 Structure |
|---|---|
| Annual cash retainer (non-employee directors) | $50,000 |
| Committee chair fees | Compensation Chair: $25,000 (from FY2026); Audit Chair: $10,000 (from FY2026) |
| Equity grants (annual) | Specified-value equity of $325,000 per director; 60% restricted stock, 40% stock options (Black-Scholes) |
| Vesting (equity) | Restricted stock vests over 3 years; stock options vest over 5 years |
| Option exercise price | Equal to closing price on award date |
| FY2025 Director Compensation – Richard R. Crowell | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 50,000 |
| Stock Awards (grant-date fair value) | 195,000 |
| Option Awards (grant-date fair value) | 130,000 |
| Total | 375,000 |
| Restricted shares granted (shares) | 678 at $287.37 grant-date price |
| Options granted (count and fair value per option) | 974 options; $133.37 Black-Scholes value per option |
Performance Compensation
| Award type | Performance metric(s) | Vesting/Notes |
|---|---|---|
| Restricted stock (director) | None (time-based; no TSR/financial metrics disclosed for directors) | Vests over 3 years |
| Stock options (director) | None (time-based; no TSR/financial metrics disclosed for directors) | Vests over 5 years; exercise price = grant-date close |
The Compensation Committee shifted to specified-value director equity in FY2025 (vs fixed share counts) to provide more predictable compensation, aligning with CEO/COO equity design.
Other Directorships & Interlocks
- No public company directorships disclosed for Crowell in RBC’s proxy; private company directorships listed above.
Expertise & Qualifications
| Dimension | Evidence |
|---|---|
| Audit committee financial expert | Board determined Crowell qualifies under SEC rules |
| Leadership and corporate governance | Director since 2002; matrix highlights governance and leadership |
| Financing/accounting and M&A | Skills matrix indicates financing/accounting and M&A; extensive private equity/investment banking background |
| Industry expertise | Precision manufacturing/aerospace experience cited in biography |
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 34,162 shares; less than 1.0% of class |
| Restricted shares included | 1,384 restricted shares (as of July 8, 2025) |
| Options exercisable within 60 days | 1,895 shares underlying options |
| Pledged or margin | None; shares not held in margin accounts or pledged |
| Ownership guidelines (directors) | 3x annual retainer; 5 years to comply; restricted stock counts, options do not; reviewed annually |
| Hedging policy | Prohibits derivatives/hedging transactions by directors/officers/employees |
| Insider trading window | Trades permitted only within prescribed post-earnings window |
Governance Assessment
- Strengths: Independent, long-tenured director with deep financial and aerospace/manufacturing expertise; designated audit committee financial expert; serves as inaugural Lead Independent Director with clear authorities to coordinate independent directors and interface with shareholders.
- Board responsiveness: Lead Independent Director role created in June 2025 directly in response to investor outreach regarding combined CEO/Chair, demonstrating responsiveness to shareholder governance concerns.
- Attendance and engagement: Board met 4 times in FY2025 with committee activity and executive sessions; all directors met the ≥75% attendance threshold.
- Alignment and safeguards: Director equity awards are time-based (RS + options) with multi-year vesting; hedging prohibited; no pledging by Crowell reported; director stock ownership guidelines in place (3x retainer, 5-year horizon).
- Watch items / RED FLAGS:
- Classified board retained after review despite some shareholder preference for declassification; Board will revisit periodically.
- The company discloses no related-party transactions since the start of FY2025, but also states it does not have a formal Board policy for reviewing/approving related-party transactions—this is a governance gap to monitor given Crowell’s private equity affiliations.
- CEO also serves as Chair; mitigated in part by the LID structure established in 2025.
Compensation committee interlocks: None; no related-party relationships requiring disclosure among Compensation Committee members; clawback policy compliant with NYSE/SEC.