Robin Walker-Lee
REGAL REXNORDAbout Robin Walker-Lee
Independent director of Regal Rexnord since 2021 (age 70), currently Chair of the Corporate Governance, Sustainability & Director Affairs Committee. Former EVP, General Counsel & Secretary at TRW Automotive (2010–2015) and senior legal leadership roles at General Motors including special assignment during GM’s bankruptcy restructuring. Education: University of Kansas (undergraduate) and University of Michigan Law School (JD). Board-affirmed independent under NYSE standards; skills emphasized include corporate governance, ESG, international experience, M&A, human capital, and Regal Rexnord industry knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TRW Automotive Holdings Corp. | EVP, General Counsel & Secretary | 2010–2015 | Senior legal leadership at top-performing automotive safety company |
| General Motors (GM) | Assistant General Counsel, Operations; General Counsel & VP Public Policy (Latin America, Africa, Middle East); Special assignment during GM bankruptcy | 2002–2010 | Oversight of high‑profile corporate matters; restructuring exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EMCOR Group | Director; Chair, Nominating & Governance Committee | Since 2018 | Governance leadership at a global mechanical/electrical construction and services firm |
| Zurn Water Solutions (formerly Rexnord Corporation) | Director | 2015–2021 | Prior board experience; legacy affiliation with predecessor entity |
Board Governance
- Committee assignments: Chair, Corporate Governance, Sustainability & Director Affairs; committee members are Walker‑Lee (Chair) and Stoelting; committee met four times in 2024 and all members are independent .
- Independence: Board determined Walker‑Lee and all non‑CEO directors are independent under NYSE and company categorical standards .
- Executive sessions: Independent directors meet in executive session at least four times annually .
- Related-party controls: Corporate Governance Committee oversees related person transactions; no related person transactions subject to review in 2024 .
- Board process: Annual board/committee evaluations; proxy access; majority voting; no poison pill; no “overboarded” directors under ISS/Glass Lewis .
Fixed Compensation
| Component | Amount/Detail | Source |
|---|---|---|
| Annual director cash retainer | $110,000 | |
| Corporate Governance Committee chair fee | $15,000 | |
| 2024 cash fees paid to Walker‑Lee | $121,250 | |
| Annual equity grant (restricted stock/RSUs) | ~$170,000 grant date fair value | |
| 2024 RSU grant to each non‑employee director | 1,056 RSUs, effective grant date May 9, 2024 |
| 2024 Director Compensation (Walker‑Lee) | Amount (USD) | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $121,250 | |
| Stock Awards (grant date fair value) | $170,016 | |
| Total | $291,266 |
- Director stock ownership guideline: ≥5x annual cash retainer within five years; all directors compliant; hedging/pledging prohibited .
Performance Compensation
Directors do not have performance-based PSU or option awards; equity is time-based RSUs designed to align with shareholders.
| Metric | Terms | Source |
|---|---|---|
| Performance equity for directors | None; RSUs are time-based (no TSR/financial metrics) |
Other Directorships & Interlocks
| Company | Current/Former | Potential Interlocks/Conflicts |
|---|---|---|
| EMCOR Group | Current | No related party transactions disclosed for 2024; independence affirmed |
| Zurn Water Solutions (formerly Rexnord) | Former | Legacy link to predecessor; no current related-party exposure disclosed |
Expertise & Qualifications
- Corporate governance; ESG; international experience; M&A; human capital; Regal Rexnord industry knowledge .
- Legal and restructuring expertise from TRW and GM roles .
Equity Ownership
| Item | Amount | Source |
|---|---|---|
| Beneficial ownership (common shares) as of Mar 10, 2025 | 3,513 | |
| RSUs outstanding as of Mar 10, 2025 | 1,063 | |
| Ownership as % of shares outstanding | <1% (director group and individuals) | |
| Options outstanding (non‑employee directors) | None as of Dec 31, 2024 | |
| Hedging/Pledging | Prohibited; none by directors/officers | |
| Compliance with ownership guidelines | All directors compliant |
Insider Trades (Form 4)
Routine director award filings and dividend-equivalent accruals; notable annual RSU award filings in May. Post-transaction ownership reflects reported “securitiesOwned”.
| Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC Filing |
|---|---|---|---|---|---|
| 2024-05-09 | A (Award) | 1,056 | $0.00 | 4,569.000 | |
| 2024-07-12 | A (Award) | 2.540 | $145.53 | 4,571.540 | |
| 2024-10-11 | A (Award) | 2.164 | $171.22 | 4,573.704 | |
| 2025-01-14 | A (Award) | 2.389 | $155.41 | 4,576.093 | |
| 2025-04-14 | A (Award) | 3.703 | $100.47 | 4,579.796 | |
| 2025-05-09 | A (Award) | 1,286.000 | $0.00 | 5,865.796 | |
| 2025-07-14 | A (Award) | 3.076 | $146.33 | 5,868.872 | |
| 2025-10-14 | A (Award) | 3.152 | $143.14 | 5,872.024 |
Governance Assessment
- Strengths: Independent status; chairs the Governance & Sustainability committee overseeing director nominations, ESG, and related-party policies; committee met four times in 2024; board conducts executive sessions and maintains robust governance practices (proxy access, majority voting, ownership guidelines) .
- Alignment: Receives a balanced director pay mix (cash retainer plus time-based RSUs) with ownership guidelines and strict anti‑hedging/pledging rules; no director options outstanding—reduces risk of option repricing concerns .
- Conflicts/Red Flags: Board reported no related person transactions in 2024; independence affirmed; no pledging/hedging; no poison pill; no overboarding under ISS/GL—few conflict signals .
- Engagement: While detailed individual attendance percentages are not disclosed for 2024, the committee meeting frequency and 2023 disclosure that each director attended at least 75% of meetings support baseline engagement expectations .
Additional context: Director nominees show Walker‑Lee has one other public company directorship; say‑on‑pay support was >98% in 2024, indicating constructive shareholder sentiment towards compensation governance (for NEOs) .