Jan Bertsch
REGAL REXNORDAbout Jan A. Bertsch
Jan A. Bertsch, age 68, is an independent director of Regal Rexnord (RRX) and has served on the Board since 2019. She sits on the Audit Committee and has been designated by the Board as an “audit committee financial expert.” Her background includes CFO roles at Owens-Illinois (2015–2019) and Sigma-Aldrich (2012–2015), senior finance roles at BorgWarner (2009–2012), and earlier treasury/IT leadership at Chrysler and finance/treasury roles at Ford. She holds a B.S. in Finance (Wayne State University) and an MBA (Eastern Michigan University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owens-Illinois, Inc. | Senior Vice President & CFO | 2015–2019 | Led public company finance function |
| Sigma-Aldrich Corporation | EVP & CFO | 2012–2015 | Executive finance leadership |
| BorgWarner Inc. | Treasurer; then VP, Controller & Principal Accounting Officer | 2009–2012 | Corporate finance, controllership |
| Chrysler LLC | Corporate Treasurer; Chief Information Officer | (prior to 2009) | Treasury and IT leadership |
| Ford Motor Company | Finance & Treasury roles | (earlier career) | Finance/treasury experience |
External Roles
| Company | Role | Tenure | Notes / Interlocks |
|---|---|---|---|
| BWX Technologies, Inc. | Director (since 2013); Independent Chair (since 2022) | 2013–present | Independent Chair since 2022 |
| Axalta Coating Systems | Director | 2022–present | Also on RRX Board is Rakesh Sachdev, who is Axalta’s independent chair; this creates a board interlock between RRX and Axalta |
| Meritor, Inc. | Director | 2016–2022 | Prior directorship |
Board Governance
- Independence and status: The Board affirmatively determined Ms. Bertsch is independent under NYSE standards; all directors other than the CEO are independent .
- Committee assignment: Audit Committee member (Audit Chair: Theodore D. Crandall). The Audit Committee met seven times in 2024, and all members (including Ms. Bertsch) were determined to be “audit committee financial experts” .
- Board engagement: The Board held four meetings in 2024; each director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at least quarterly .
- Leadership/refreshment: Independent Chair of the Board (Rakesh Sachdev); retirement guideline at age 72; ongoing refreshment with two new directors in Feb 2025 .
- Policies: Proxy access; majority voting with resignation policy; no “poison pill”; no overboarded directors per ISS/Glass Lewis; director and executive share ownership guidelines .
- Related-party oversight: Formal related person transaction policy; no related person transactions in 2024 .
Committee Structures and Meetings (2024)
| Committee | Members (relevant to Bertsch) | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Crandall (Chair), Bertsch, Burt | 7 | All three qualify as audit committee financial experts |
| Compensation & Human Resources | Hilton (Chair), Doss, Sachdev | 5 | Independent; uses Meridian as independent consultant |
| Corporate Governance, Sustainability & Director Affairs | Walker-Lee (Chair), Stoelting (2024; Chaibi until Feb 2025) – | 4 | Oversight of ESG and governance |
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount | Notes |
|---|---|---|
| Cash fees paid to Jan A. Bertsch | $106,250 | FY2024 cash fees received |
| Standard cash retainer framework | $110,000 | Annual retainer for each director |
| Chair retainers | $25,000 (Audit Chair); $20,000 (Comp Chair); $15,000 (CGSD Chair) | Role-based adders (Bertsch is not a chair) |
Performance Compensation (Equity for Directors)
| Equity Type | Grant Date | Number of RSUs | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | May 9, 2024 | 1,056 | $170,016 | Not specifically disclosed for directors; outstanding as of 12/31/2024 |
The Company also amended its Supplemental Retirement Plan effective Jan 1, 2024 to allow non-employee directors to defer up to 100% of cash fees, enhancing alignment via deferral opportunities .
Other Directorships & Interlocks
- Current public boards: BWX Technologies (Independent Chair), Axalta Coating Systems .
- Interlock note: RRX’s Board Chair, Rakesh Sachdev, is also Axalta’s independent chair; both Sachdev and Bertsch sit on Axalta’s board, creating an interlock that can influence information flow and perceived independence. There is no disclosed related-party transaction; policy prohibits such conflicts .
Expertise & Qualifications
- Financial/accounting background; corporate governance; manufacturing & supply chain; cybersecurity oversight; international experience; digital/eCommerce; M&A; industry knowledge relevant to RRX .
- Designated Audit Committee Financial Expert by the Board .
Equity Ownership
| Holder | Beneficial Shares | RSUs (unvested/restricted) | Notes |
|---|---|---|---|
| Jan A. Bertsch | 6,412 | 1,063 | As of March 10, 2025; footnotes describe RSUs subject to vesting |
- Ownership concentration: The company states no director or executive officer beneficially owned 1% or more of common stock as of March 10, 2025 .
- Director ownership guideline: 5x annual cash retainer within five years; all directors currently in compliance; hedging and pledging of company stock are prohibited for directors .
- Shares outstanding (context): 66,330,773 shares outstanding as of March 10, 2025 .
Insider Trades
| Item | Status |
|---|---|
| Section 16(a) compliance | Company reports directors and named executive officers complied with all Section 16(a) filing requirements for 2024 |
| Form 4 summary | Not summarized in proxy; beneficial ownership provided above |
Governance Assessment
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Strengths:
- Deep public company CFO experience and designated Audit Committee financial expert bolster audit oversight and risk management .
- Independent status with strong governance framework (proxy access, majority voting, no poison pill, no overboarded directors) supports investor confidence .
- Solid engagement signals: ≥75% attendance; Audit Committee met 7x; independent director executive sessions at least quarterly .
- Alignment and safeguards: Director stock ownership guidelines (5x retainer), prohibition on hedging/pledging, and related-party policy with no 2024 transactions disclosed .
-
Watch items / potential conflicts:
- Board interlock with Axalta (Bertsch and RRX’s Chair Sachdev both serve on Axalta’s board). Not a related-party transaction, but a governance consideration for perceived independence and information channels; continued transparency and recusal protocols (if any counterparty issues arise) are prudent .
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Broader signals:
- High say-on-pay support (98% in 2024) and robust clawback enhancements in 2024 indicate responsiveness to shareholder governance norms, though these apply primarily to executives rather than directors .