Robert Sullivan
About Robert Sullivan
Robert M. Sullivan is Vice President and Chief Financial Officer of RBC Bearings, appointed CFO in 2020 after joining RBC in 2016; he previously spent three years at Sikorsky Aircraft and six years in Ernst & Young’s audit practice. He holds a B.S. in Accounting (Fairfield University), an M.S. in Accounting & Taxation (University of Hartford), an MBA (University of Connecticut), and is a CPA; age 41 as disclosed in the 2025 proxy . As a core control credential, Sullivan signed the Section 302 and 906 certifications on RBC’s Q2 FY2026 Form 10-Q (dated October 31, 2025), evidencing responsibility for disclosure controls and financial reporting integrity . Company performance context: RBC’s FY2025 adjusted EBITDA exceeded plan ($519.8M actual vs. $507.9M plan), informing annual incentive decisions and overall compensation outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RBC Bearings | Assistant Corporate Controller | 2016–2017 | Not disclosed |
| RBC Bearings | Corporate Controller | 2017–2020 | Not disclosed |
| RBC Bearings | Vice President & Chief Financial Officer | 2020–present | Not disclosed |
| Sikorsky Aircraft Corporation | Finance roles | 3 years | Not disclosed |
| Ernst & Young | Audit practice | 6 years | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No external public company directorships disclosed for Sullivan . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | 230,000 | 243,800 | 325,428 |
| Target Bonus % | Not disclosed | Not disclosed | Not disclosed |
| Actual Annual Bonus ($) | 138,000 | 150,000 | 277,800 (includes $50,000 paid Nov FY2025 per footnote) |
| All Other Compensation ($) | 9,090 | 10,059 | 11,048 |
| Total Cash ($) | 377,090 | 403,859 | 614,276 |
Notes:
- FY2025 bonus includes a $50,000 discretionary payment in November FY2025 .
- FY2025 “All Other Compensation” consists of $10,962 401(k) contributions, $60 group-term life insurance, and $26 gift card .
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting Terms |
|---|---|---|---|---|---|---|
| Annual Incentive (CFO) | Company overall performance and individual performance (Committee discretion) | Not disclosed | Not disclosed | Discretionary bonus | $227,800 (70% of base salary) | Cash (paid subsequent year) |
| Long-Term Equity | Restricted Stock (Other Execs program) vests 1/5 annually over 5 years; options expire in 7 years | Not applicable | Grant-date fair value | See grants below | Shares/options awarded per Committee determination | 20% per year over 5 years (RS); 7-year option term |
Context:
- CEO/COO annual plan tied to adjusted EBITDA ($507.9M target; $519.8M actual at 102.3% of plan) . CFO is not under that formulaic EBITDA plan; bonus determined by Committee with CEO input .
Grants of Plan-Based Awards (Sullivan)
| Grant Date | Type | Shares/Options (#) | Exercise/Base Price ($/Sh) | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| 5/23/2024 | Stock | 1,000 | — | 563,889 |
| 5/23/2024 | Options | 2,000 | 292.85 | 563,889 |
| 11/5/2024 | Stock | 1,200 | — | 542,165 |
| 11/5/2024 | Options | 1,500 | 287.85 | 542,165 |
Outstanding Equity Awards and Vesting (End of FY2025)
| Instrument | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration | Unvested Stock (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|---|---|---|
| Options (Award “(2)”) | — | 2,000 | 137.44 | 6/2/2027 | 500 | 162,800 | Vested June 2025 (RS); option unvested as noted |
| Options (Award “(5)”) | 3,000 | 2,000 | 199.16 | 6/3/2028 | 400 | 130,240 | One-half vested June 2025; other half June 2026 |
| Options (Award “(8)”) | 1,600 | 2,400 | 199.10 | 6/3/2029 | 1,200 | 390,720 | One-third vested June 2025; remaining thirds June 2026 & June 2027 |
| Options (Award “(11)”) | 1,000 | 4,000 | 199.51 | 6/1/2030 | 2,400 | 781,440 | One-quarter vested June 2025; remaining quarters June 2026–2028 |
| Options (Award “(12)”) | — | 2,000 | 292.85 | 5/23/2031 | 1,000 | 325,600 | One-fifth vested May 2025; remaining fifths May 2026–2029 |
| Options (Award “(14)”) | — | 1,500 | 287.85 | 11/5/2031 | 1,200 | 390,720 | Will vest in equal increments Nov 2025–Nov 2029 |
Reference price for market values: $325.60 closing price on 3/28/2025 . All listed strikes are below $325.60, indicating in-the-money status at that date .
Option exercises and stock vesting realized in FY2025:
- Options exercised: 16,600 shares; value realized $3,325,057 .
- Stock vested: 1,900 shares; value realized $561,032 .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total beneficial ownership (shares) | 23,099 |
| Ownership as % of shares outstanding | <1.0% (“*” per proxy) |
| Restricted shares held (as of 7/8/2025) | 6,600 |
| Options exercisable within 60 days (as of 7/8/2025) | 10,800 |
| Shares pledged as collateral | None; “None of these shares are held in margin accounts or pledged” |
| Stock ownership guidelines | Not disclosed |
| Hedging policy compliance | Not disclosed |
Employment Terms
- Change-in-control severance: “None of the other executive officers has a change-in-control arrangement,” which includes the CFO .
- Equity acceleration on change in control: If terminated without cause within 18 months post-change in control, all restricted stock vests on termination; Committee may, at its discretion, provide for vesting of restricted stock and unvested options upon a change in control .
- Illustrative change-in-control payout (termination at 3/29/2025): CFO would receive accelerated vesting of restricted stock valued at $2,181,520; no severance, bonus, options, or long-term award payments disclosed for CFO in this scenario .
| Scenario (Termination post-CiC) | Severance ($) | Bonus ($) | Other Payments ($) | Vested Options ($) | Vested Restricted Stock ($) | Long-Term Stock Award ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Robert M. Sullivan | NA | NA | NA | NA | 2,181,520 | NA | 2,181,520 |
Deferred Compensation (SERP)
| Item | FY2025 Value ($) |
|---|---|
| Executive contributions | — |
| Company contributions | — |
| Aggregate earnings | 17,032 |
| Aggregate balance at FY-end | 234,868 |
| Withdrawals/Distributions | — |
Plan overview: SERP allows deferral up to 75% of salary and 100% of annual bonus; accounts paid on retirement, death, or termination, from general assets; rights subject to creditors .
Investment Implications
- Alignment: Meaningful personal exposure via 23,099 shares and 6,600 restricted shares, with no pledging—a positive alignment signal; unexercised options are largely in-the-money at the FY2025 reference price, reinforcing long-term upside participation .
- Selling pressure: FY2025 realized value from option exercises ($3.33M) and stock vesting ($0.56M) indicates monetization activity; upcoming scheduled vesting (Nov 2025 and annually through 2029) could create periodic selling windows, depending on liquidity needs and tax events .
- Incentive structure: CFO’s annual bonus is discretionary (not formulaic EBITDA), reducing direct pay-for-performance linkage; equity awards with five-year vesting and seven-year option terms provide retention hooks but without CiC severance protection—retention rests on equity value and role fit more than contractual economics .
- Change-in-control economics: No severance arrangement for CFO; double-trigger equity acceleration upon termination without cause within 18 months post-CiC concentrates value in unvested equity ($2.18M at FY2025)—limited guaranteed cash could be a modest retention risk in a sale scenario .
- Governance and controls: SOX certifications underscore internal control responsibility; no Section 16 filing issues noted for Sullivan in FY2025 (one late filing referenced pertained to another executive), supporting governance discipline .
- Performance context: RBC exceeded FY2025 adjusted EBITDA plan (102.3%), supporting positive incentive outcomes; while CFO’s bonus was discretionary, equity awards and in-the-money options align compensation with long-term value creation .