Rashida Hodge
REGAL REXNORDAbout Rashida A. Hodge
Independent director of Regal Rexnord (RRX) since February 17, 2025; age 44. She is Corporate Vice President of Customer Success – Azure Data and Artificial Intelligence at Microsoft (since Feb 2021), and previously spent 18 years at IBM, including multiple roles in the Watson Unit (2013–2019) and as Global Vice President for the North America Insurance Global Markets Business (Jan 2019–Dec 2020). Education: B.S. and M.S. in Industrial Engineering (North Carolina State University) and MBA (Duke). The Board has affirmatively determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| IBM (Watson Unit) | Multiple leadership roles | 2013–2019 | Led transformative strategies across hardware, software, and services in AI-focused businesses |
| IBM | Global Vice President, NA Insurance Global Markets | Jan 2019–Dec 2020 | Provided transformative strategies for the Insurance business |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Microsoft Corporation | Corporate Vice President, Customer Success – Azure Data & AI | Feb 2021–present | Leads global commercial business enabling data-driven digital transformations |
Board Governance
- Independence: The Board determined Ms. Hodge has no material relationship with the Company and is independent.
- Director since: February 17, 2025.
- Committee assignments: Not yet assigned as of March 19, 2025; Board to invite attendance at April committee meetings and appoint to appropriate committees thereafter.
- Attendance baseline: In 2024 (prior to her appointment), the Board held four meetings and each then-serving director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session at least four times per year.
- Committee structure: All committees (Audit; Compensation & Human Resources; Corporate Governance, Sustainability & Director Affairs) are composed entirely of independent directors.
- Skills brought to RRX: Operating (P&L), Innovation/R&D, International Experience, Digital/eCommerce, and Human Capital.
Fixed Compensation
| Component | Amount / Detail | Notes |
|---|---|---|
| Annual cash retainer – Director | $110,000 | Standard non-employee director retainer |
| Annual cash retainer – Board Chair | $170,000 | Additional to director retainer for Chair |
| Committee Chair retainers | Audit: $25,000; Compensation & HR: $20,000; Corporate Governance: $15,000 | Paid to respective committee chairs |
| Annual equity (RSUs) | Approx. $170,000 fair value | In 2024, non-employee directors serving on April 23, 2024 were granted 1,056 RSUs (grant date May 9, 2024) |
| 2024 compensation for Hodge | N/A (appointed 2025) | “Mr. Bakker and Ms. Hodge were appointed…Feb 17, 2025, and did not receive compensation from the Company in fiscal year 2024.” |
Performance Compensation
| Performance-linked elements | Details |
|---|---|
| None disclosed for directors | RRX director pay uses time-based RSUs; no performance metrics for director equity grants are disclosed. |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None (Other Public Company Directorships = 0) |
| Prior public boards | Not disclosed |
| Interlocks / related parties | None disclosed; see related-party transaction oversight below |
Expertise & Qualifications
- Technology and AI leadership: Corporate VP at Microsoft Azure Data & AI; prior IBM Watson leadership.
- Operating and growth: Operating (P&L) and Innovation/R&D experience.
- Global scope: International experience and digital/eCommerce expertise.
- Human capital: Talent development and leadership credentials.
- Education: B.S. and M.S. Industrial Engineering (NC State); MBA (Duke).
Equity Ownership
| Item | Amount / Policy | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 10, 2025) | 0 shares | “Rashida A. Hodge (appointed Feb 17, 2025)” listed with “-” for shares and RSUs in beneficial ownership table |
| RSUs outstanding (as of Mar 10, 2025) | 0 | “-” shown for restricted stock units in the table |
| Director ownership guideline | ≥5x annual cash retainer within 5 years of election | Non-employee director guideline; Company states all directors are currently in compliance |
| Hedging/pledging | Prohibited for directors and employees under Insider Trading Policy | Policy prohibits hedging and pledging of Company shares |
Governance Assessment
- Positive signals:
- Independence affirmed; committees are fully independent; Board uses majority voting with resignation policy, proxy access, and has no poison pill.
- Strong shareholder support for pay practices (98% say-on-pay approval in 2024), indicating investor confidence in compensation governance.
- Robust committee activity and oversight: Audit met 7x (financial controls/risks), Compensation & HR met 5x (pay and succession), and Corporate Governance & Sustainability met 4x (ESG and governance).
- Director stock ownership guideline (5x retainer) and prohibition on hedging/pledging support alignment.
- Potential conflicts / related-party exposure:
- Ms. Hodge is a Microsoft executive; Regal Rexnord’s related person transaction policy requires review/approval of any related person transaction >$120,000, and there were no related person transactions in 2024. This governance control mitigates potential conflicts; no specific transactions involving Ms. Hodge are disclosed.
- Attendance and engagement:
- While Ms. Hodge joined in 2025, the Board reported that all then-serving directors met the ≥75% attendance threshold in 2024, and directors attend annual meetings; independent executive sessions occur at least quarterly.
- Director compensation structure:
- Balanced cash/equity mix with time-based RSUs aligns directors with shareholders without incentivizing risk-on performance behavior; Hodge did not receive 2024 compensation due to timing of appointment.
RED FLAGS: None disclosed specific to Ms. Hodge (no attendance issues, no related-party transactions, no hedging/pledging, and no pay anomalies reported). Continue to monitor committee assignment outcomes and any Microsoft–RRX dealings under the related person policy.