Steven Kaplan
About Steven H. Kaplan
Independent director at RBC Bearings since 2018; age 72. President Emeritus of the University of New Haven (since 2023) after serving as President from 2004–2023; prior academic leadership and teaching roles at multiple U.S. and international universities. Education: B.A. (UCLA); M.A. and Ph.D. (Eberhard-Karls Universität, Tübingen, Germany). Committees: Compensation; Nominating & Governance; independence affirmed under NYSE rules. Attendance: each director attended at least 75% of Board/committee meetings in FY2025. Executive sessions of non‑employee directors were held twice.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of New Haven | President | 2004–2023 | Led institution; extensive executive leadership experience |
| University of New Haven | President Emeritus | 2023–present | Continues to provide leadership perspective |
| Various universities (UVA’s College at Wise; Univ. of Maryland; Eberhard‑Karls Universität; Univ. of Southern Colorado; SUNY Buffalo; Butler University) | Teaching and leadership roles | Prior to 2004 | Academic and international perspective to board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of New Haven | President Emeritus | 2023–present | Non-corporate/academic role (no RBC related-party transaction disclosed) |
Board Governance
- Structure and independence
- Classified board; Kaplan serves in Class II; RBC combined Chair/CEO structure offset by creation of Lead Independent Director role in June 2025 (Richard Crowell). Kaplan is an independent director under NYSE rules.
- Committees (FY2025)
- Compensation Committee (member); Nominating & Governance Committee (member). No chair roles disclosed for Kaplan.
- Meetings and attendance
- Board met 4 times; committees met 8 times in aggregate; each director attended at least 75% of applicable meetings; two executive sessions of non‑employee directors held.
- Shareholder engagement and Say‑on‑Pay outcomes
- Say‑on‑Pay support improved to 80% of votes cast at 2024 annual meeting following outreach and equity program changes (e.g., adding TSR to long-term metrics for executives).
Fixed Compensation (Director)
| Component | FY2025 Amount | Detail |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly to non‑employee directors |
| Committee chair fees | N/A | Kaplan not disclosed as chair; FY2025 chair fees were $5k for Comp and $5k for Audit; increased to $25k (Comp) and $10k (Audit) for FY2026+ |
| Equity – Restricted Stock | $195,000 | Based on specified total annual equity value; 60% RS; vests over 3 years |
| Equity – Stock Options | $130,000 | 40% options; vests over 5 years; exercise price = grant‑date close |
| Total (cash + equity) | $375,000 | FY2025 director compensation for Kaplan |
Equity award details (FY2025):
- Restricted stock: 678 shares valued at $287.37 per share on award date; vests over three years.
- Stock options: 974 options with Black‑Scholes fair value of $133.37 each; exercise price equals the closing price on award date ($287.37); vest over five years.
Performance Compensation (Director)
| Element | Metrics | Vesting/Terms |
|---|---|---|
| Director equity awards | None disclosed for directors (time‑based RS and options; not tied to performance metrics) | RS vests 3 years; options vest 5 years; strike = grant‑date close |
Note: Performance metrics (Adjusted EBITDA, ROIC, TSR) apply to executive awards, not director grants.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks / Conflicts |
|---|---|---|---|
| None disclosed (public company boards) | — | — | Compensation Committee disclosed no interlocks; directors independent per NYSE (Kaplan included) |
Expertise & Qualifications
- Board skills matrix (Kaplan): Corporate Governance; Human Capital Management; International Experience; Academics & Research; Technology & Cybersecurity.
- Background provides international academic leadership and executive management perspective to the Board’s oversight.
Equity Ownership
| Holder | Shares Owned (Total) | Restricted Shares Included | Options Exercisable within 60 Days | % of Class | Pledged? |
|---|---|---|---|---|---|
| Dr. Steven H. Kaplan | 5,094 | 1,384 | 2,595 | <1.0% | No (none held in margin or pledged) |
Ownership alignment and guidelines:
- Stock ownership guidelines: Non‑employee directors must hold ≥3× annual retainer (i.e., ≥$150,000). Ownership credit given for restricted stock; options not credited. Compliance reviewed annually.
- Approximate value of Kaplan’s beneficial holdings at FY2025 year‑end price: 5,094 × $325.60 ≈ $1.66 million (derived), which exceeds the $150,000 guideline.
Related‑Party Transactions and Policies
- Transactions: None ≥$120,000 since start of FY2025 involving directors/executives or their immediate families (other than disclosed compensation). No loans to directors/officers.
- Policy: Company notes controls to identify potential related‑party transactions but “does not have a formal policy” for Board review/approval (potential governance weakness).
Say‑on‑Pay & Shareholder Feedback
| Meeting | Outcome | Notes |
|---|---|---|
| 2024 Annual Meeting | Say‑on‑Pay approved with 80% of votes cast | Followed investor outreach led by Comp Committee Chair; program changes included adding TSR to long‑term metrics and re‑weighting CEO LTI mix |
| 2024 Vote detail (8‑K) | For 22,029,670; Against 5,662,364; Abstain 10,145; Broker Non‑Vote 570,670 | Counts as reported |
Risk Indicators & Red Flags
- Positive: Independent director; no share pledging; hedging/derivatives by directors prohibited; Section 16(a) compliance noted (no delinquencies referenced for Kaplan); creation of Lead Independent Director role in 2025.
- Watch items:
- Classified board persists (investor preference often favors annual elections).
- Combined Chair/CEO roles (mitigated by Lead Independent Director).
- No formal related‑party transaction approval policy despite controls (process rigor concern).
- Director options remain part of pay mix (some investors prefer full equity in full‑value shares for directors).
Governance Assessment
- Kaplan adds seasoned executive leadership from academia with global perspective and skills in governance, human capital, technology/cyber, and international domains—aligned with RBC’s needs.
- Active on two key governance committees (Compensation; Nominating & Governance) that oversaw investor‑driven enhancements to the executive LTI design, with improved Say‑on‑Pay support in 2024.
- Strong ownership alignment: meaningful beneficial stake with no pledging; comfortably exceeds director ownership guideline threshold.
- Governance structure improving (Lead Independent Director) but retains legacy elements (classified board, combined Chair/CEO) and lacks a formal related‑party policy—areas investors may continue to monitor.