Kevin Zaba
REGAL REXNORDAbout Kevin Zaba
Executive Vice President & President, Automation & Motion Control (AMC) at Regal Rexnord (RRX); announced retirement effective December 31, 2025 after 11 years with the company (transitioning role to Kevin Long on August 14, 2025) . Served as President of Motion Control Solutions prior to the 2023 operating segment realignment; led AMC through 2024 with segment results below EBITDA targets but near-target free cash flow conversion . Company performance context during his tenure includes 2024 sales of ~$6.03B, adjusted EBITDA margin 22.1%, adjusted FCF ~$512M, and $938M gross debt reduction; 2022–2024 PSU payout = 90% (ROIC 179%, TSR 0%), highlighting strong ROIC but relative TSR underperformance . 2023 reported sales grew ~19.8% (Altra acquisition closed), adjusted FCF $683M, adjusted EBITDA margin 20.9% .
- Tenure and roles: EVP & President, AMC (last two years), retiring 12/31/2025; previously President, Motion Control Solutions (pre-2023 realignment) .
- Education and age: Not disclosed in the filings reviewed.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Regal Rexnord | EVP & President, Automation & Motion Control (AMC) | ~2023/2024–2025 | Led AMC; 2024 AMC Adjusted EBITDA $361M (0% payout), FCF Conversion 99.4% (37.6% payout), Policy Deployment 19.6% payout . |
| Regal Rexnord | President, Motion Control Solutions (MCS) | Pre-2023 realignment | Oversaw MCS; 2023 MCS First-Period EBITDA $308.4M (18% payout), MCS Policy Deployment 23.7% payout . |
External Roles
- No public company directorships or external roles disclosed in reviewed materials.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 538,175 | 543,512 | 590,827 |
| Base Salary Rate at YE ($) | 570,000 | 570,000 | 598,500 (+5.0% YoY) |
| Target Bonus % of Salary | 80% | 80% | 80% |
| Target Bonus ($) | 456,000 | 456,000 | 478,800 |
| Annual Incentive Paid ($) | 378,563 | 391,079 | 331,521 |
Notes:
- 2024 Corporate ICP for NEOs: blend of total Company and segment metrics; Zaba’s target structure unchanged at 80% of base salary .
- 2024 “All Other Compensation” totaled $67,183 (company car $8,419; life insurance $1,872; 401(k) $13,800; SRP $43,092) .
Performance Compensation
Annual Cash Incentive (ICP) design for segment presidents (Zaba)
- Weighting: 40% Total Company; 60% AMC segment .
- Total Company metrics: Adjusted EPS (45%), Adjusted FCF Conversion (45%), Total Company Policy Deployment (10%). After negative discretion, Company payout = 87.3% of target .
- AMC metrics: Adjusted EBITDA (45%), Adjusted FCF Conversion (40%), AMC Policy Deployment (15%) .
| Metric (Zaba 2024) | Effective weight of total ICP | Target | Actual | Payout % |
|---|---|---|---|---|
| Total Company Adjusted EPS | 18% (45% of 40%) | $10.08 | $9.12 | 1.8% |
| Total Company Adjusted FCF Conversion | 18% (45% of 40%) | 100% | 105.5% (post discretion) | 69.9% |
| Total Company Policy Deployment | 4% (10% of 40%) | n/a | n/a | 15.6% |
| AMC Adjusted EBITDA ($M) | 27% (45% of 60%) | 456.8 | 361 | 0% |
| AMC Adjusted FCF Conversion | 24% (40% of 60%) | 100% | 99.4% | 37.6% |
| AMC Policy Deployment | 9% (15% of 60%) | n/a | n/a | 19.6% |
Result: 2024 ICP payout paid $331,521 to Zaba .
Long-Term Incentive (LTI) program (2024 grants)
- Mix: 50% PSUs (TSR vs S&P 900 Industrials), 25% RSUs, 25% SARs; PSUs 3-year cliff; RSUs and SARs vest ratably over 3 years; SARs strike at grant close .
- Zaba 2/23/2024 grants: PSUs target 4,452 units; RSUs 2,226 units; SARs 5,967 at $168.47 strike; grant-date fair values: PSUs $1,131,031; RSUs $375,014; SARs $375,053 .
- 2022–2024 PSU payout (granted 2022): 90% of target (TSR 0%; ROIC 179%) .
| 2024 LTI Element | Grant date | Quantity | Vesting | Terms/Metric |
|---|---|---|---|---|
| PSUs | 2/23/2024 | 4,452 target | Cliff at end FY2026 | TSR vs S&P 900 Industrials; 25th/50th/75th percentiles map to 25%/100%/200% payout |
| RSUs | 2/23/2024 | 2,226 | 1/3 per yr (yrs 1–3) | Dividend equivalents accrue |
| SARs | 2/23/2024 | 5,967 @ $168.47 | 1/3 per yr (yrs 1–3) | 10-year term to 2/23/2034 |
Multi‑Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 538,175 | 543,512 | 590,827 |
| Stock Awards (RSUs/PSUs) | 1,012,467 | 1,379,839 | 1,506,045 |
| Option/SAR Awards | 337,511 | 337,503 | 375,053 |
| Non‑Equity Incentive (ICP) | 378,563 | 391,079 | 331,521 |
| All Other Compensation | 45,916 | 62,266 | 67,183 |
| Total | 2,312,632 | 2,714,199 | 2,870,630 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 10, 2025)
| Holder | Beneficial shares | RSUs (unvested) |
|---|---|---|
| Kevin J. Zaba | 57,624 | 6,270 |
- Options/SARs exercisable within 60 days of 3/10/2025: 37,418 for Zaba .
- Ownership concentration: No director or executive officer owned ≥1% of outstanding shares (group <1%) .
- Stock ownership guidelines: Other Executive Officers required to hold 2× base salary; company discloses all currently‑serving NEOs are in compliance or have not sold shares .
Outstanding Equity at FY2024 Year‑End (12/31/2024)
| Instrument | Status | Quantity | Terms / Value |
|---|---|---|---|
| Stock Options/SARs | Exercisable | 3,070 @ $62.92 (exp. 5/25/2028); 20,153 @ $98.16 (exp. 2/16/2031) | Vested/exercisable |
| Stock Options/SARs | Unexercisable | 2,640 @ $151.27 (2/23/2032); 4,110 @ $154.20 (2/23/2033); 5,967 @ $168.47 (2/23/2034) | Vest 34%/33%/33% annually |
| RSUs | Unvested | 4,469 units; MV $693,207 (@$155.13) | Vest 34%/33%/33% |
| PSUs | Eligible (target) | 8,933 units; MV $1,385,716 (@$155.13) | Earnout based on TSR through FY2025/FY2026 |
Vesting/forced selling pressure indicators:
- Time‑based RSUs and SARs vest ratably over the first three anniversaries post‑grant, creating predictable vesting supply; Zaba had 3,850 RSUs vest in 2024, with no option/SAR exercises reported in 2024 .
- Insider hedging/pledging prohibited; no pledging or hedging by directors/executive officers disclosed .
Deferred Compensation
- SRP contributions (2024): Company contributed $43,092 to Zaba’s SRP; 2024 SRP account balance $145,985 (no executive contribution reported) .
Employment Terms
Severance and Change‑in‑Control (Executive Severance Policy)
- Termination without cause/for good reason (non‑CIC): lump sum 1.0× (base salary + target bonus), pro‑rated actual bonus, 12 months benefits continuation (Zaba) .
- Double‑trigger CIC (window: 180 days pre‑ to 2 years post‑CIC): lump sum 2.0× (base + greater of target or 3‑yr avg bonus + fringe), pro‑rated target bonus, 2 yrs benefits, full vesting of non‑qualified retirement, make‑up retirement contributions, full vesting of equity at target, up to $15k tax/legal, outplacement up to 10% of base .
- Non‑compete required (1 year) to receive severance; clawbacks expanded in 2024 to broader scope (all employees/contractors, time‑ and performance‑vesting awards, certain misconduct) .
Potential payments (as of 12/31/2024):
- Involuntary termination (non‑CIC): $1,454,859 total for Zaba .
- Involuntary/good reason termination in connection with CIC: $4,597,967 total for Zaba .
Retirement/transition:
- Zaba to retire 12/31/2025; remains EVP through year‑end to transition AMC leadership to Kevin Long effective 8/14/2025 .
Compensation Structure Analysis
- Pay‑for‑performance alignment: 2024 ICP outcomes reflected below‑target EPS but strong FCF conversion; Compensation Committee exercised negative discretion on FCF conversion, reducing total Company payout to 87.3% .
- Risk balance: 2024 LTI shifted to 50% PSUs (relative TSR) with 3‑year cliff vest; RSUs/SARs vest ratably over 3 years, mitigating short‑termism; 2025 plan eliminates SARs (moving to 60% PSUs/40% RSUs) and adds ROIC and synergy achievement to PSU metrics to tighten alignment with value creation .
- TSR vs ROIC signal: 2022–2024 PSU tranche paid 90% (TSR 0%; ROIC 179%), indicating strong ROIC delivery amid relative TSR under‑performance during the period .
- Ownership alignment: 2× salary stock ownership guideline for executive officers with no hedging/pledging permitted; beneficial ownership <1% but meaningful personal exposure via unvested RSUs/PSUs/options .
- Governance: Double‑trigger CIC vesting, no excise tax gross‑ups, independent consultant (Meridian), peer benchmarking across 19 industrial peers, strong say‑on‑pay support (98% in 2024; 94% in 2023) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 57,624 shares; RSUs 6,270; options exercisable within 60 days 37,418; <1% ownership . |
| Ownership policy | 2× base salary for executive officers; company discloses current NEOs in compliance or not selling . |
| Hedging/Pledging | Prohibited; none disclosed among directors/executive officers . |
Employment Terms
| Provision | Zaba-specific detail |
|---|---|
| Severance (non‑CIC) | 1.0× (base + target bonus), pro‑rata actual bonus, 12 months benefits; potential value $1,454,859 (as of 12/31/2024) . |
| CIC (double‑trigger) | 2.0× (base + greater of target/3‑yr avg bonus + fringe), pro‑rata target bonus, 2 yrs benefits, full vesting at target; $4,597,967 (as of 12/31/2024) . |
| Non‑compete | 1 year required for severance eligibility . |
| Clawback | Supplemental recovery policy (2024) expands scope to time‑vesting awards and broader misconduct . |
| Retirement | Retiring 12/31/2025; transition to successor Kevin Long 8/14/2025 . |
Investment Implications
- Execution risk in AMC: 2024 AMC EBITDA fell short (0% payout) while FCF conversion was near target (37.6% payout), signaling margin/volume pressure within the segment despite cash discipline; near‑term improvement under new AMC leadership (Kevin Long) is a key watch item .
- Incentive alignment: 2025 PSU redesign (ROIC, TSR, Synergy Achievement with revenue growth kicker) should tighten pay‑performance linkage to operational value creation; continued relative TSR underperformance would directly reduce PSU value .
- Overhang/insider supply: Zaba’s pending retirement plus ratable vesting of RSUs/SARs creates foreseeable vest‑related supply, though 2024 showed no option/SAR exercises by Zaba (and hedging/pledging barred) .
- Governance positives: Double‑trigger CIC, no tax gross‑ups, robust clawback, strong say‑on‑pay support (98%) reduce compensation/governance risk premia .
- Track record: Strong ROIC achievements (179% earnout) amid challenged relative TSR (0% earnout) suggest internal value creation that has not fully translated to market relative performance; segment execution and capital deployment will be critical to close the gap .
SAY‑ON‑PAY AND PEER CONTEXT
- Say‑on‑pay approvals: 98% (2024); 94% (2023) .
- Compensation peer group (2024/2025): AMETEK, Brunswick, Carlisle, Dover, EMCOR, Hubbell, Ingersoll Rand, Leggett & Platt, Lennox, Masco, Owens Corning, Parker‑Hannifin, Rockwell Automation, Snap‑on, Stanley Black & Decker, Timken, Trane, Wabtec, Xylem .
COMPANY PERFORMANCE REFERENCE POINTS
- 2024: Sales ~$6.03B; adjusted EBITDA margin 22.1%; adjusted FCF ~$512M; paid down $938M gross debt .
- 2023: Reported sales +19.8% YoY; adjusted FCF $683.1M; adjusted EBITDA margin 20.9% .
RELATED POLICIES AND RED FLAGS
- No related party transactions in 2024; hedging/pledging prohibited; double‑trigger CIC vesting; no repricing of options; no tax gross‑ups .