Hugo Dubovoy Jr.
REGAL REXNORDAbout Hugo Dubovoy Jr.
Executive Vice President, General Counsel and Corporate Secretary of Regal Rexnord (RRX). Joined the company in March 2024 and was designated an executive officer on April 23, 2024; age 45 as of February 21, 2025 . Prior to RRX, he served as Vice President, Deputy General Counsel and General Counsel of the North American consumer products business at Kimberly-Clark (2022–2024), and held roles of increasing responsibility at W.W. Grainger (2013–2022), most recently Vice President, Corporate Secretary & Chief Litigation Counsel while also leading legal support for European eCommerce; earlier, he practiced at Baker McKenzie (Partner) and Skadden, Arps, Slate, Meagher & Flom LLP .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kimberly-Clark Corporation | VP, Deputy General Counsel; General Counsel, North America Consumer Products | 2022–2024 | Led legal for North American consumer products business |
| W.W. Grainger, Inc. | Various roles; most recently VP, Corporate Secretary & Chief Litigation Counsel; led legal for European eCommerce | 2013–2022 | Corporate secretaryship, litigation leadership, and eCommerce legal support in Europe |
| Baker McKenzie LLP | Partner | Not disclosed | Senior private practice experience at a global law firm |
| Skadden, Arps, Slate, Meagher & Flom LLP | Attorney | Not disclosed | Large-firm corporate/litigation experience |
Fixed Compensation
| Component | 2024 Terms |
|---|---|
| Base salary | $500,000 effective December 31, 2024 |
| Target annual bonus | 65% of base salary; target $325,000 for 2024 |
| Actual 2024 ICP (annual bonus) | $283,725 (reflects company-level payout factor reduction to 87.3%) |
2024 Perquisites & Company Contributions
| Item | Amount ($) |
|---|---|
| Company car use | 11,539 |
| Life insurance premiums | 1,872 |
| Company contribution to 401(k) | 962 |
| Company contribution to SRP (Supplemental Retirement Plan) | 26,671 |
2024 Nonqualified Deferred Compensation (SRP)
| Plan | Executive contributions ($) | Company contributions ($) | Aggregate earnings ($) | Withdrawals ($) | Year-end balance ($) |
|---|---|---|---|---|---|
| SRP | — | 26,671 | — | — | 26,671 |
Performance Compensation
2024 Annual Incentive Plan (ICP)
| Metric | Weighting | Target | Actual | Payout impact |
|---|---|---|---|---|
| Total Company Adjusted Free Cash Flow Conversion | Part of corporate metrics for Corporate NEOs (90% of ICP weighting at corporate level) | Not disclosed | 105.5% of target after negative discretion (from 107.8%) | Reduced total Company ICP payout factor from 97% to 87.3%; Dubovoy’s payout = $283,725 vs. $325,000 target |
Notes:
- Corporate NEO ICP allocation: 90% total Company performance; 10% “policy deployment” metric (weighted average of operating segment policy deployment outcomes) .
2024 Long-Term Incentives (Equity)
| Award type | Grant date | Grant value | Mix / Terms | Vesting |
|---|---|---|---|---|
| Sign-on RSUs | March 11, 2024 | $700,000 | Time-based RSUs | Three-year ratable vesting (expected on each anniversary) |
| Annual equity award (RSUs, SARs, PSUs) | April 1, 2024 | $700,000 | 25% RSUs; 25% SARs; 50% PSUs | Standard program terms; see SARs detail below |
| PSUs (2024 grant) – grant-date fair value at probable outcome | 2024 | $505,305 | Accounting value under ASC 718 at probable outcome | Subject to performance conditions; details not disclosed here |
| PSUs (2024 grant) – max value if highest performance achieved | 2024 | $1,010,610 | ASC 718 maximum scenario | Subject to performance conditions |
Stock Appreciation Rights (SARs) detail (from initial Form 3):
- 2,653 stock-settled SARs at $176.01 exercise price; first exercisable 04/01/2025; vesting schedule: 34% after year 1, 67% after year 2, 100% after year 3; expiration 04/01/2034 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common shares owned (direct) | 5,090.756 shares (Form 3) |
| SARs outstanding | 2,653 SARs at $176.01; vesting 34%/67%/100% over three years; expire 04/01/2034 |
| RSU value subject to acceleration (CIC scenarios) | $782,555 (unvested RSUs) |
| PSU value subject to acceleration (CIC scenarios) | $306,232 (unvested PSUs) |
| Executive stock ownership guideline | Other Executive Officers: 2x base salary |
| Hedging and pledging policy | Company policy prohibits hedging and pledging by employees and directors, including NEOs |
| Deferred comp (SRP) balance | $26,671 at FY 2024 year-end |
Employment Terms
- Executive Severance Policy established November 3, 2023 (superseded individual severance agreements); Pinkham’s employment agreement summarized; severance determinations apply per policy. Company provides “best net” 280G approach (reduce to avoid excise tax or pay full, whichever yields better after-tax outcome) in CIC contexts .
Potential Payments on Termination or Change-in-Control (Hugo Dubovoy, Jr.)
| Scenario | Current year ICP ($) | Termination payment ($) | RSUs accelerated ($) | PSUs accelerated ($) | Benefits (health/life) & other ($) | Accrued vacation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| Voluntary termination | — | — | — | — | — | 38,462 | 38,462 |
| Involuntary termination (not CIC) | 283,725 | 825,000 | — | — | — | 38,462 | 1,147,187 |
| For-cause termination | — | — | — | — | — | 38,462 | 38,462 |
| Change in control without termination | — | — | 782,555 | 306,232 | — | — | 1,088,787 |
| Involuntary or Good Reason termination in connection with a CIC (double-trigger) | 283,725 | 1,728,344 | 782,555 | 306,232 | Post-termination health & life insurance $40,598; accounting/legal $15,000; outplacement $50,000 | 38,462 | 3,244,916 |
| Death or disability | 283,725 | — | 782,555 | 306,232 | Disability benefit $120,000 | 38,462 | 1,530,974 |
Notes:
- Figures are as presented in the 2025 Proxy’s illustrative calculations and assumptions; they reflect specific plan and policy terms and the “best net” 280G approach for CIC scenarios .
Investment Implications
- Strong alignment via equity: 2024 packages feature significant RSUs/PSUs and SARs, with multi-year vesting. Sign-on RSUs vest ratably over three years from March 11, 2024, and SARs begin vesting April 1, 2025 (34% in year 1), creating ongoing retention hooks and potential periodic supply events around vest/exercise windows .
- Discipline on cash incentives: The Compensation Committee applied negative discretion to free cash flow conversion results, lowering the corporate payout factor from 97% to 87.3%, which reduced his annual bonus to $283,725 from a $325,000 target; this signals a conservative pay-for-performance posture when EPS targets are missed .
- Governance safeguards: A 2x salary ownership guideline for executive officers and explicit prohibitions on hedging and pledging support alignment and reduce red-flag risks related to collateralized or hedged positions .
- Change-in-control economics: Double-trigger CIC protections include accelerated equity and cash severance (illustrative total ~$3.24M), which should support retention through performance cycles but can represent meaningful value transfer in sale scenarios .