Curtis Stoelting
REGAL REXNORDAbout Curtis W. Stoelting
Independent director at Regal Rexnord (RRX) since 2005; age 65. Former CEO and director at Roadrunner Transportation Systems (2017–2020; President & COO 2016–2017) and CEO/director at TOMY International/RC2 (2003–2013; earlier COO and director from 2000). B.A. in Accounting, University of Illinois; Certified Public Accountant. Current RRX committee: Corporate Governance, Sustainability & Director Affairs (member); Board has affirmed his independence under NYSE standards .
Past Roles
| Organization | Role | Tenure/Years | Committees/Impact |
|---|---|---|---|
| Roadrunner Transportation Systems, Inc. | Chief Executive Officer (and director) | 2017–2020 | Led turnaround of transportation/logistics provider |
| Roadrunner Transportation Systems, Inc. | President & Chief Operating Officer | 2016–2017 | Operations leadership pre-CEO |
| TOMY International (formerly RC2 Corporation) | Chief Executive Officer & Director | 2003–2013 | Led public company in infant/toddler products |
| RC2 Corporation | Chief Operating Officer & Director | Began 2000 (with earlier roles since 1994) | Scaled operations prior to CEO role |
External Roles
| Type | Company | Status/Notes |
|---|---|---|
| Current public company boards | — | None disclosed (Other Public Company Directorships: 0) |
| Prior public/operating company roles | Roadrunner Transportation Systems (director), TOMY/RC2 (director) | Disclosed in bio |
Board Governance
- Independence: Board determined Mr. Stoelting is independent; all standing committees are composed entirely of independent directors .
- Committee assignments: Corporate Governance, Sustainability & Director Affairs Committee (member; Chair is Robin A. Walker-Lee). The committee met four times in 2024 and oversees ESG, governance principles, committee composition, and director nominations .
- Board processes: Independent director executive sessions held at least four times per year . In 2024, the full Board met four times; each director attended at least 75% of applicable meetings; all directors then serving attended the 2024 annual meeting of shareholders .
- Board structure: Chairman is independent (Rakesh Sachdev); CEO and Chair roles are separated .
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual cash fees | $106,250 (Stoelting) |
| Equity award (RSUs) | $170,016 grant-date fair value (company standard award ~1,056 RSUs on May 9, 2024) |
| Total | $276,266 (Stoelting) |
| Board fee schedule | $110,000 annual retainer per director; Chairman retainer $170,000; Committee chair retainers: Audit $25,000; Compensation $20,000; Corporate Governance $15,000 |
| Deferral capability | As of Jan 1, 2024, non‑employee directors may defer up to 100% of cash fees via the Supplemental Retirement Plan (SRP) |
Notes:
- Stock ownership guideline for directors: 5x annual cash retainer within five years; company states all directors are compliant. Hedging and pledging are prohibited for directors .
Performance Compensation
RRX does not use performance-conditioned equity for non‑employee directors; awards are time‑vested RSUs. As of Dec 31, 2024, none of the non‑employee directors held outstanding option awards .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public company directorships (current) | None (0) |
| Interlocks | Compensation Committee disclosed no interlocks among members and the company (governance context) |
Expertise & Qualifications
- Public company CEO leadership; financial/accounting background; corporate governance; P&L/operating leadership; innovation/entrepreneurial; commercial; RRX industry knowledge; ESG; international; digital/e‑commerce; M&A; human capital .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 34,178 shares (includes 9,202 shares held in the Stoelting Family Trust dated Feb 15, 2023, over which he retains sole voting/investment power) |
| Unvested RSUs (director grant) | 1,063 RSUs (as of Mar 10, 2025) |
| Ownership vs. outstanding | Company states no director or executive officer beneficially owned ≥1% of shares outstanding as of Mar 10, 2025 |
| Hedging/Pledging | Prohibited; company states no directors or executive officers have hedged or pledged shares beneficially owned by them |
| Director guideline status | Directors are in compliance with ownership guidelines |
Insider Trades (Recent)
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|
| 2025-10-14 | A – Award (small automatic acquisition) | 3.152 | $143.14 | 27,335.024 | https://www.sec.gov/Archives/edgar/data/82811/000119342425000004/0001193424-25-000004-index.htm |
| 2025-07-14 | A – Award (small automatic acquisition) | 3.076 | $146.33 | 27,331.872 | https://www.sec.gov/Archives/edgar/data/82811/000008281125000186/0000082811-25-000186-index.htm |
Notes:
- Records reflect de minimis periodic share accruals (e.g., dividend equivalents or director award adjustments). Data via Form 4 feed; post-transaction holdings reported per filing.
Governance Assessment
Strengths
- Tenured independent director with deep public-company CEO, finance, M&A, and operating expertise aligned to RRX’s industrial portfolio and governance needs .
- Active governance role: member of Corporate Governance, Sustainability & Director Affairs Committee, which oversees ESG and board composition; committee met four times in 2024 .
- Strong alignment and safeguards: director ownership guideline (5x retainer) with company-reported compliance; hedging/pledging prohibited and none reported by directors; no related person transactions in 2024 .
- Shareholder support context: say‑on‑pay approval 98% in 2024 (and 94% in 2023), signaling broad investor confidence in compensation governance .
Potential Risk Considerations
- Attendance disclosure is board‑level (≥75% for all) rather than individual; no red flags disclosed for Mr. Stoelting, but granular attendance not provided .
- Lengthy tenure (since 2005) can raise independence perceptions for some investors; however, RRX continues active board refreshment and affirmed his independence .
Related‑Party & Conflicts Check
- Company policy requires review/approval of related person transactions >$120,000; none were proposed, pending, or ongoing in 2024 under the policy .
- Mr. Stoelting’s trust holdings are disclosed with sole voting/investment power; no pledging and no company‑reported related‑party transactions .
Say‑on‑Pay & Shareholder Feedback (Context)
- Say‑on‑pay approval: 98% (2024); 94% (2023) .
- Compensation committee uses an independent consultant; clawback policy extended in 2024; double‑trigger change‑in‑control provisions (executive context) .
Summary Implications for Investors
- Board effectiveness: Mr. Stoelting contributes seasoned CEO/finance/M&A oversight and serves on the governance/ESG committee—areas directly tied to board quality and risk oversight .
- Alignment and independence: High alignment through equity retainer and ownership guideline compliance; independence affirmed; no conflicts flagged .
- No red flags: No pledging/hedging, no related‑party transactions, and stable committee attendance disclosures support governance confidence .