Richard Edwards
About Richard Edwards
Richard J. Edwards is Vice President and General Manager for the RBC Divisions at RBC Bearings Incorporated. He joined RBC in 1990 and was appointed VP & GM in 1996; he is 69 years old and holds a B.S. in Management from Arizona State University . His annual incentive is tied to three divisional metrics (cost-adjusted sales, revenue growth vs. U.S. GDP, and qualitative goals), and in fiscal 2025 his payout reflected 90.8% achievement on the cost-adjusted sales metric, 0% on revenue growth vs. GDP, and 100% on qualitative goals; company adjusted EBITDA was 102.3% of plan in 2025 and 104.7% in 2024, supporting incentive accruals . The company added TSR versus a peer group to CEO/COO equity awards beginning with fiscal 2028 grants (context for broader pay-for-performance design), though TSR outcomes for Edwards are not disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RBC Bearings – RBC Divisions | Vice President & General Manager | 1996–present | Leads RBC Divisions; accountable to a three-part performance bonus plan aligning divisional cost-adjusted sales, revenue growth vs. GDP, and qualitative objectives . |
| RBC Bearings – Hartsville, SC | Manufacturing Manager; later Plant Manager; Director of Operations | 1990–1996 | Progressively led plant and divisional operations, establishing operational leadership prior to GM role . |
| The Torrington Company | Materials Manager; later Plant Superintendent (Tyger River plant) | 6 years (pre-RBC) | Plant leadership and materials management experience at a major bearings manufacturer . |
External Roles
No public company, private, non-profit, or academic board roles are disclosed for Mr. Edwards in the RBC proxy biographies .
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $362,250 | $373,118 | $384,312 |
| Target Bonus (% of Base) | — | 60% (30% cost-adjusted sales; 15% revenue vs. GDP; 15% qualitative) | 60% (30% cost-adjusted sales; 15% revenue vs. GDP; 15% qualitative) |
| Actual Performance Bonus ($) | $235,463 | $296,629 | $119,848 |
| Discretionary Bonus ($) | — | — | — |
| SERP – Executive Contributions ($) | — | — | $32,352 |
| SERP – Aggregate Balance ($) | — | — | $606,020 |
| All Other Compensation ($) | $23,302 | $27,844 | $28,331 |
| Total Compensation ($) | $1,365,008 | $1,078,481 | $1,023,168 |
Performance Compensation
Annual Cash Bonus Structure and Outcomes
| Metric | Weighting | FY 2024 Target/Mechanics | FY 2024 Actual | FY 2024 Payout | FY 2025 Target/Mechanics | FY 2025 Actual | FY 2025 Payout |
|---|---|---|---|---|---|---|---|
| Part 1: Divisional sales + depreciation − total factory costs | 50% of incentive (30% of base) | 0% if <80.1% of target; pro rata to 100% at 100%; up to 200% at ≥120% | 113.1% of target | Contributed to total bonus of 88.3% of base | Same mechanics | 90.8% of target | Contributed to total bonus of 31.2% of base |
| Part 2: Divisional revenue growth vs. U.S. GDP | 25% of incentive (15% of base) | Earned upon growth exceeding 2× U.S. GDP | 100.0% achievement (threshold met) | Included in total payout | Earned upon growth exceeding 2× U.S. GDP | 0.0% achievement | No payout for this component |
| Part 3: Non-financial and qualitative goals | 25% of incentive (15% of base) | CEO review of long-term critical areas | 100.0% achievement | Included in total payout | CEO review of long-term critical areas | 100.0% achievement | Included in total payout |
| Total Bonus as % of Base | — | — | 88.3% | 88.3% | — | — | 31.2% |
Long-Term Equity Incentive Awards (granted in FY 2026 for FY 2025 performance)
| Award Type | Grant Valuation Inputs | Fair Value ($) | Vesting | Exercise Price/Term |
|---|---|---|---|---|
| Restricted Stock | Closing price on award date $364.96 × shares | $145,984 | Vests 1/5 annually over five anniversaries | N/A |
| Stock Options (Non-Qualified) | Black-Scholes FV $135.44 per option | $243,794 | Vests 1/5 annually over five anniversaries | Exercise price set at award-date close ($364.96); 7-year term |
| Example vesting cadence | — | — | Equal annual increments (proxy examples note Nov 2025–Nov 2029 schedules) | — |
Option Exercises and Stock Vested (Fiscal 2025)
| Item | FY 2025 |
|---|---|
| Options exercised (shares) | 4,200 |
| Value realized on exercise ($) | $503,121 |
| Restricted stock vested (shares) | 1,400 |
| Value realized on vesting ($) | $413,392 |
Equity Ownership & Alignment
| Ownership Metric | As of FY 2023 | As of FY 2024 | As of FY 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 18,020; <1% of class | 16,739; <1% of class | 15,184; <1% of class |
| Restricted shares included in ownership | — | 3,550 | 2,800 |
| Options exercisable within 60 days | 5,800 | 4,200 | 2,600 |
| Shares pledged/margin | None pledged or held in margin accounts | None pledged or held in margin accounts | None pledged or held in margin accounts |
| Stock ownership guidelines | Executive officers must hold ≥3× base salary; 5-year compliance window; credit for restricted stock, not options | Executive officers must hold ≥3× base salary; 5-year compliance window; credit for restricted stock, not options | Executive officers must hold ≥3× base salary; 5-year compliance window; credit for restricted stock, not options |
Employment Terms
| Provision | Details |
|---|---|
| Change-in-control agreement | Double-trigger within 24 months; severance equal to 150% of annual base salary + 150% of annual performance bonus at target; prorated maximum annual performance bonus for portion of fiscal year; continued welfare benefits up to 18 months; non-compete for 12 months post-termination; commitment to remain employed in event of tender/exchange offer; agreement form filed as Exhibit 10.1 to Form 10-Q (Feb. 1, 2010) . |
| Equity CIC provisions | If terminated without cause within 18 months after a CIC, all restricted stock vests; committee may also provide for vesting of restricted stock and unvested options at its discretion upon CIC . |
| Estimated CIC payout (as of Mar. 29, 2025) | Severance $922,348; Bonus $345,881; Other payments $17,765; Vested options $823,724; Vested restricted stock $1,155,880; Total $3,265,598 . |
| Clawback policy | NYSE/SEC-compliant clawback adopted; recovers incentive comp based on restated financials; filed as Exhibit 97 to FY 2023 10-K (May 17, 2024) . |
Investment Implications
- Compensation alignment: Edwards’ annual bonus is 60% of base at target, weighted to divisional cost-adjusted sales and qualitative goals, with a binary revenue-vs-GDP hurdle; FY 2025 outcomes (0% on the GDP metric) drove a materially lower bonus (31.2% of base) versus FY 2024 (88.3%), indicating high sensitivity to divisional growth relative to macro baselines .
- Vesting/overhang: Equity awards vest in five equal annual tranches with 7-year option terms; upcoming vesting cadence and FY 2025 realized values ($503k options; $413k stock) signal predictable liquidity windows but low forced selling risk given no pledging/margin use .
- Ownership and alignment: Beneficial ownership is <1% of shares outstanding with restricted shares and near-term exercisable options declining over time; company mandates ≥3× salary in stock, reviewed annually, supporting baseline alignment though individual compliance status isn’t disclosed .
- Retention and change-of-control economics: Double-trigger CIC protections (1.5× salary and target bonus plus prorated max bonus and benefits) are moderate; equity acceleration on CIC termination enhances retention but could increase deal-related payout expectations .
- Governance signals: Formal clawback policy in place; related-party transactions are minimal with no loans, though the company notes no formal Board policy for reviewing related-party transactions—worth monitoring but no specific red flags for Edwards were disclosed .
- Peer benchmarking context: Compensation committee references a peer set (Carlisle, Curtiss-Wright, Dana, Enerpac Tool Group, Flowserve, Gates, Graco, HEICO, Hexcel, ITT, Regal Rexnord, Terex, Textron, Timken, Woodward), with TSR integrated into CEO/COO long-term awards from fiscal 2028; Edwards’ equity awards remain RSUs/options with five-year vesting .