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Jerrald Morton

Executive Vice President & President, Industrial Powertrain Solutions at REGAL REXNORDREGAL REXNORD
Executive

About Jerrald Morton

Executive Vice President & President, Industrial Powertrain Solutions (IPS) at Regal Rexnord (RRX). Joined RRX in February 2015; previously spent 28 years at Emerson in Quality, Technology, and Operations, serving as Vice President, Global Operations for Emerson’s power transmission business at the time RRX acquired that business; age 63 in FY 2024 . Roles at RRX include President – Integration (Motion Control Solutions) in 2021–2023 and leadership of the former Power Transmission Solutions segment; elevated to IPS President following RRX’s Altra acquisition in March 2023, indicating deep integration and operations expertise . Company performance context under his tenure: FY 2023 reported sales up 19.8% (organic −8%), adjusted EBITDA margin 20.9%, adjusted FCF $683.1M, adjusted EPS $9.15, with strong say‑on‑pay support (>94%) ; FY 2024 revenue $6.03B, adjusted EBITDA margin 22.1%, adjusted FCF $511.8M, adjusted EPS $9.12; paid down $938M debt and delivered $101M synergies . TSR benchmarks (company level, pay‑vs‑performance): value of $100 investment at year‑end 2024 $200.14 vs S&P 400 Industrials $197.51 .

Past Roles

OrganizationRoleYearsStrategic Impact
Regal RexnordExecutive Vice President & President, Industrial Powertrain Solutions2023–presentLed IPS following Altra acquisition integration, overseeing segment operations and performance .
Regal RexnordPresident – Integration, Motion Control Solutions2021–2023Led integration of Motion Control Solutions and associated business units, aligning segment strategy and operations .
Regal RexnordPresident, Power Transmission Solutions Segment2019–2021Drove segment strategy and execution across power transmission portfolio .
Regal RexnordVice President, Business Leader, Power Transmission Solutions2017–2019Led business operations and growth initiatives for PTS .
Regal RexnordLed global operations for power transmission business2015–2017Built operational excellence across global footprint post‑acquisition .

External Roles

OrganizationRoleYearsStrategic Impact
Emerson ElectricVice President, Global Operations (Power Transmission)28 years (pre‑2015)Scaled global operations; industry‑leading manufacturing and supply chain capabilities transitioned into RRX via acquisition .

Fixed Compensation

Metric202220232024
Base Salary ($)$468,936 $484,995 $541,344
Target Bonus (% of Base)70%
Actual Bonus Paid (Non‑Equity Incentive, $)$316,786 $352,035 $493,829
All Other Compensation ($)$259,775 $103,821 $68,799

Perquisites detail (2024): Company car $9,029; life insurance premiums $1,872; 401(k) contribution $13,800; SRP contribution $39,676; executive physical $4,422 .

Performance Compensation

2024 Annual Incentive (ICP) – Total Company Portion (40% of Morton’s payout)

MetricWeightTargetActualPayoutVesting/Payment
Adjusted EPS45% Not disclosed$9.12 1.8% Cash paid post‑year
Adjusted Free Cash Flow Conversion45% Not disclosed105.5% after negative discretion 69.9% Cash paid post‑year
Total Company Policy Deployment10% Not disclosedNot disclosed15.6% Cash paid post‑year
Total Company Payout (used for 40% of Morton)100%87.3% Cash

Structure: Segment presidents’ ICP is 40% based on total company metrics; remaining 60% on segment‑level measures and policy deployment tailored to segment objectives .

2023 Annual Incentive (ICP) – Segment Results (60% of Morton’s payout)

First Performance Period (MCS and Industrial Systems):

Segment MetricWeight (Morton)TargetActualPayout %
Adjusted Free Cash Flow (% of adjusted net income)21% 100% 478% 70.0%
MCS & Industrial Systems Adjusted EBITDA ($ in millions)27% $342.9 $316.4 17.0%
MCS Policy Deployment10.8% Not disclosedNot disclosed21.8%
Industrial Systems Policy Deployment1.2% Not disclosedNot disclosed0.0%
First Period Subtotal60% 108.8%

Second Performance Period (Industrial Systems, IPS, and MCS):

Segment MetricWeight (Morton)TargetActualPayout %
Industrial Systems Adjusted EBITDA ($ in millions)2.7% Not disclosed$21.7 0.0%
Industrial Systems DIO2.1% Not disclosed177.9 0.0%
IPS Adjusted EBITDA ($ in millions)24.3% Not disclosed$281.9 0.0%
IPS DIO18.9% Not disclosed106.8 4.2%
MCS Policy Deployment10.8% Not disclosedNot disclosed23.7%
Second Period Subtotal60% 27.9%

2022 ICP – Segment results summary: Weighted payout across MCS, Automation Solutions, and Industrial Systems yielded Morton segment subtotal 87.3% .

PSU Payouts (Performance Share Units – FY 2022–2024 cycle)

PSU MetricWeightingAchievementPayout
Total Shareholder Return (relative)Not disclosed0% 0%
Return on Invested CapitalNot disclosed179% 179%
Overall PSU Payout90% of target

Equity Grant Mix and Vesting

  • RSUs generally vest 34% on first anniversary, 67% on second, 100% on third anniversary of grant; SARs typically vest on the same 34/67/100 cadence; selected grants vest on specified dates (e.g., options vesting 2/16/2024) .
  • 2024 stock vested for Morton: 6,417 shares vested; value realized $1,001,854 (2023 fiscal year activity) .

Equity Ownership & Alignment

As of DateBeneficial Ownership (shares)RSUs (unvested units)Options Exercisable within 60 days
Mar 3, 202338,288 4,400 26,557
Mar 1, 202440,421 4,242 25,676
Mar 10, 202549,356 6,113 31,504

Additional alignment and retention facts:

  • Outstanding awards at FY 2023 year‑end: Unvested stock awards 3,814 units (market value $568,362), unearned PSUs 6,016 (market/payout value $890,488) .
  • Outstanding awards at FY 2024 year‑end: Unvested stock awards 3,644 units (market value $565,298), unearned PSUs 7,676 (market/payout value $1,190,732) .
  • Company prohibits hedging and pledging, maintains stock ownership requirements, and enforces a clawback policy .

Employment Terms

Change‑in‑control (CIC) and termination economics (2025 Proxy):

ComponentVoluntary TerminationInvoluntary Termination (not CIC)For CauseCIC without TerminationInvoluntary or Good Reason Termination with CICDeath or Disability
Current Year ICP Cash Incentive$493,829 $493,829 $493,829 $493,829
Termination Payment$991,890 $2,127,530
RSUs – Unvested Accelerated$555,602 $555,602 $555,602
SARs – Unvested Accelerated$3,144 $3,144 $3,144
PSUs – Unvested Accelerated$1,517,395 $1,517,395 $1,517,395
Post‑termination Health & Life Insurance$35,795
Accrued Vacation Pay$42,388 $42,388 $42,388 $42,388 $42,388
Outplacement$55,105
Accounting/Legal$15,000
Disability Proceeds$120,000
Total$42,388 $1,528,107 $42,388 $4,845,788 $2,732,358 See note (5)

Policy features:

  • No tax gross‑ups; “best net” 280G approach to reduce or pay benefits to maximize after‑tax outcome .
  • No “single trigger” severance; clawback policy; hedging/pledging prohibited .

Retirement and deferred compensation:

  • Defined benefit Regal Pension Plan participation; credited service up to 29 years; present value of accumulated benefit $387,329 (2023); Plan frozen effective Feb 1, 2020 .
  • Supplemental Retirement Plan (SRP) company contribution percentages for executives first eligible in 2020 or later (Morton): 4% for 0–5 years, 6% for 6–10 years, 9% for 11+ years of officer service; 2024 company SRP contribution to Morton $39,676 .

Investment Implications

  • Pay‑for‑performance alignment: Morton’s 2024 ICP payout was reduced via negative discretion tied to below‑target EPS, while FCF conversion and policy deployment exceeded targets; PSUs paid at 90% with 0% TSR but strong ROIC (179%), signaling emphasis on cash discipline and capital efficiency over stock beta factors .
  • Retention and selling pressure: Material unvested RSUs/PSUs persist into FY 2024 (3,644 RSUs; 7,676 PSUs), plus option overhang across 2027–2034 expirations; accelerated vesting on CIC suggests moderate retention hooks; no hedging/pledging permitted reduces misalignment risk .
  • Ownership alignment: Beneficial holdings increased from 38,288 (2023) to 49,356 (2025), while exercisable options rose to 31,504 by March 2025, indicating higher personal exposure to equity outcomes; still under 1% of shares outstanding, consistent with peer norms .
  • Change‑in‑control economics: Double‑trigger CIC yields ~$2.73M, including accelerated equity, but absence of gross‑ups and use of “best net” mitigates shareholder dilution concerns; severance multiples implied by termination payments are measured and consistent with mid‑cap industrial norms .
  • Execution track record: Operational integration of Altra and leadership of IPS under challenging macro backdrops, with company‑level metrics showing resilient FCF and margin performance (FY 2024 adj. EBITDA margin 22.1%, adj. FCF $511.8M) support confidence in operational execution, though TSR component underperformed PSU hurdle in the last cycle .