Michael Hilton
REGAL REXNORDAbout Michael F. Hilton
Independent director at Regal Rexnord (RRX) since 2019; age 70. Hilton is the retired President & CEO of Nordson Corporation (2010–2019), with a prior 30+ year career at Air Products and Chemicals, culminating as SVP & GM, Electronics and Performance Materials (2007–2010). He holds a B.S. in Chemical Engineering and an MBA from Lehigh University. He currently chairs RRX’s Compensation and Human Resources Committee and is affirmed independent under NYSE standards . He was initially appointed to the Board in December 2019; the company disclosed no Item 404 related-person transactions upon his appointment and confirmed independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nordson Corporation | President & CEO | 2010–2019 | Led profitable growth; transformational leadership cited . |
| Air Products and Chemicals, Inc. | SVP & GM, Electronics and Performance Materials; prior roles since 1976 | 2007–2010 (SVP/GM); 1976–2007 (various) | Deep operating and industrial experience . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| JELD-WEN Holding, Inc. | Director | Since 2023 | Current public board . |
| Lincoln Electric Holdings, Inc. | Director | Since 2015 | Current public board . |
| Ryder System, Inc. | Director | Since 2012 | Current public board . |
Board Governance
- Committee assignments: Chair, Compensation and Human Resources Committee (members: Hilton (Chair), Michael P. Doss, Rakesh Sachdev). The committee met 5 times in 2024; members are independent under NYSE rules .
- Independence: Board affirms Hilton is independent; all directors except the CEO are independent .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors then serving attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least 4 times per year .
- Compensation committee interlocks: None among committee members and the company .
- Risk oversight: Compensation Committee oversees compensation-related risk; periodic reporting to the full Board .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (FY2024) | $126,250 | Hilton’s 2024 cash compensation as director . |
| Annual Director Retainer (current) | $110,000 | Paid to each non-employee director . |
| Committee Chair Retainers (current) | Audit: $25,000; Comp & HR: $20,000; Governance: $15,000 | Paid to respective committee chairs . |
| Chairman Retainer (current) | $170,000 | For non-executive Chairman . |
Notes: Hilton’s cash vs. equity mix for 2024 totaled $296,266 (cash $126,250; stock $170,016). Approximate mix: 42.6% cash, 57.4% equity, calculated from the cited amounts .
Performance Compensation
| Element | Grant/Value | Vesting/Structure | Notes |
|---|---|---|---|
| Stock Awards (FY2024) | $170,016 (grant date fair value) | Time-based restricted stock/RSUs | Director equity is time-based; not performance-metric-based . |
| Annual Director Equity Grant (current) | ~ $170,000 FV; 1,056 RSUs to each non-employee director serving on April 23, 2024 (effective grant date May 9, 2024) | Time-based vesting per plan | No director stock options outstanding as of 12/31/2024 . |
Performance metrics: Not applicable for non-employee directors; awards are time-based RSUs, with no disclosed revenue/EBITDA/TSR or ESG metrics for director equity .
Director Compensation (FY2024)
| Name | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael F. Hilton | 126,250 | 170,016 | 296,266 |
| Source: 2025 Proxy Statement director compensation table . |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company boards | JELD-WEN (since 2023), Lincoln Electric (since 2015), Ryder System (since 2012) . |
| Compensation Committee interlocks at RRX | None reported . |
| Overboarding | Company states no “overboarded” directors under ISS or Glass Lewis guidelines . |
Expertise & Qualifications
- Public company CEO leadership; Corporate Governance; Operating (P&L); Manufacturing & Supply Chain; Innovation/R&D; Commercial; ESG; M&A; Human Capital .
Equity Ownership
| Holder | Beneficial Shares | RSUs/Restricted Stock Units | Options Outstanding | Ownership as % of SO | Notes |
|---|---|---|---|---|---|
| Michael F. Hilton | 5,863 | 1,063 | 0 | <1% | As of March 10, 2025; none of the directors owned ≥1% . No non-employee director had outstanding option awards as of 12/31/2024 . |
Policies and alignment:
- Stock ownership guidelines: 5x annual cash retainer within 5 years; all directors are in compliance. Hedging and pledging are prohibited .
- Related-person transactions: No proposed, pending, or ongoing related-person transactions in 2024 under the company’s policy; rigorous review process described .
Insider Trades (Form 4)
Notes: Transactions are reported as awards (including fractional share accruals and annual RSU/common stock grants), with no reported open-market purchases or sales in the period shown. Data reflect current post-transaction holdings per each Form 4.
Governance Assessment
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Strengths
- Independent, experienced industrial CEO with deep operating and M&A background; chairs the Compensation & HR Committee with five meetings in 2024 and uses an independent consultant (Meridian) for benchmarking; no compensation committee interlocks reported .
- Solid alignment: mix skewed to equity (time-based RSUs), stock ownership guideline of 5x cash retainer, hedging/pledging prohibited, and directors reported in compliance .
- Clean conflicts record: Board-wide disclosure of no related-person transactions in 2024 under the policy; independence reaffirmed .
-
Watch items
- Age 70 vs. RRX’s retirement guideline of 72 suggests potential medium-term board refresh at or before the meeting following his 72nd birthday .
- Multiple external public directorships (three) require ongoing monitoring for bandwidth, though the company states no directors are “overboarded” per ISS/Glass Lewis and Hilton’s attendance met policy thresholds in 2024 .
No red flags identified regarding attendance, interlocks, pledging/hedging, or related-party exposure based on the latest proxy and filings .