Michael Doss
REGAL REXNORDAbout Michael P. Doss
Michael P. Doss, age 58, has served as an independent director of Regal Rexnord since 2022. He is President and CEO of Graphic Packaging Holding Company and brings deep operating, manufacturing, and corporate governance experience to RRX. The Board affirmatively determined he is independent under NYSE standards, and he is a serving member of the Compensation and Human Resources Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graphic Packaging Holding Company | President & CEO; Director | CEO since 2015; leadership roles from 1990–2015 | Public company CEO leadership; operating (P&L); manufacturing & supply chain; ESG; human capital |
| Sealed Air Corporation | Director | 2020–2022 | External board experience; governance perspective |
| Graphic Packaging (prior roles) | COO; EVP, Commercial Ops; SVP roles; Plant Manager | 1990–2015 | Progressively senior operating roles; P&L and supply chain breadth |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graphic Packaging Holding Company (Public) | President & CEO; Director | 2015–present | Public company CEO leadership; industry operator |
| Sealed Air Corporation (Public) | Director | 2020–2022 | Board governance; packaging sector insight |
| American Forest & Paper Association | Board member | Not disclosed | Industry policy/advocacy exposure |
| Sustainable Forest Initiative | Board member | Not disclosed | ESG, sustainability governance |
| Paper Recycling Coalition | Board member | Not disclosed | Circularity/recycling perspective |
| Atlanta Metro Chamber | Board member | Not disclosed | Regional economic engagement |
Board Governance
- Committee assignments: Member, Compensation and Human Resources Committee; the committee met five times in 2024 and is composed entirely of independent directors; Michael F. Hilton is Chair; Rakesh Sachdev is a member alongside Doss .
- Independence: Board affirmed Doss is independent; all committees are comprised entirely of independent directors .
- Attendance and engagement: The Board held four meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors hold executive sessions at least four times per year without management present .
- Board leadership: Independent Chairman (Rakesh Sachdev); Board notes no “overboarded” directors under ISS/Glass Lewis; majority voting and proxy access provisions .
Fixed Compensation
| Component | Detail | Amount/Terms |
|---|---|---|
| Annual Board retainer (cash) | Standard non-employee director retainer | $110,000 |
| Committee chair fees (cash) | Audit Chair: $25,000; Comp & HR Chair: $20,000; Governance Chair: $15,000 | As applicable (Doss is not a chair) |
| Chairman retainer (cash) | Incremental for independent Chair | $170,000 (Chair only) |
| Annual equity (RSUs/restricted shares) | Awarded at/around annual meeting | ~$170,000 fair value; 1,056 RSUs granted May 9, 2024 |
| Doss – FY2024 director compensation | Fees earned in cash | $106,250 |
| Doss – FY2024 director compensation | Stock awards (fair value) | $170,016 |
| Doss – FY2024 director compensation | Total | $276,266 |
| Director ownership guidelines | 5x annual cash retainer within five years; hedging/pledging prohibited | All directors currently in compliance |
Performance Compensation
- Directors receive time-based restricted stock/RSUs; no performance metrics (EPS/TSR/ROIC) are tied to director equity awards in the proxy. Vesting terms for director awards are not specifically disclosed; RSU count and grant date are provided .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Conflict/Interlock Note |
|---|---|---|
| Graphic Packaging Holding Co. (Public) | Doss is CEO/Director | No related-person transactions disclosed at RRX in 2024; Board reports none requiring review . |
| Sealed Air Corporation (Public) | Former Director | Former role; no RRX related-party transactions disclosed . |
The proxy discloses “No ‘overboarded’ directors” by ISS/Glass Lewis standards, mitigating capacity concerns from Doss’s dual role as CEO of GPK and RRX director .
Expertise & Qualifications
- Public company CEO leadership; finance/accounting background; corporate governance; operating (P&L); manufacturing & supply chain; commercial; cybersecurity oversight; ESG; M&A; human capital .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (common shares) | 1,531 shares |
| Unvested RSUs/restricted shares outstanding | 1,063 |
| Percent of class | Less than 1% (no director or officer ≥1%) |
| Hedging/Pledging | Prohibited by policy; none by directors/officers |
| Director ownership guideline compliance | All directors in compliance (≥5x cash retainer within five years) |
Insider Trades (Form 4 – Michael P. Doss, Director)
Pattern: Annual director RSU grants in May (1,056 in 2024; 1,286 in 2025) plus small quarterly dividend-equivalent unit accruals; transactions reflect awards, not open-market buys/sells .
Governance Assessment
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Strengths:
- Clear independence status; all committees are independent; independent Chair (Rakesh Sachdev). Committee work includes five Compensation & HR meetings in 2024, with use of independent consultant (Meridian) and explicit conflict-of-interest vetting, clawback policies beyond Dodd-Frank, double-trigger CIC, and prohibition of hedging/pledging—strong alignment signals .
- Director compensation emphasizes equity alignment (annual RSUs ~$170k; cash retainer $110k; ownership guideline 5x retainer; all directors compliant), supporting skin-in-the-game without performance gaming for directors .
- Attendance and engagement evidenced by meeting cadence and ≥75% attendance by all directors; executive sessions at least quarterly without management .
- No related-person transactions in 2024 under policy oversight—reduces conflict risk .
- Shareholder support: 98% “say-on-pay” approval in 2024, a positive governance sentiment signal (for NEO program) .
-
Monitoring points (not flagged as red):
- External CEO role at Graphic Packaging increases time demands; however, RRX states no “overboarded” directors under ISS/Glass Lewis and confirms Doss’s independence .
- Director equity is time-based RSUs (no performance metrics); alignment relies on ownership guidelines and prohibitions on hedging/pledging, which are in place .
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