Stephen Burt
REGAL REXNORDAbout Stephen M. Burt
Stephen M. Burt (age 60) is an independent director of Regal Rexnord, serving since 2010. He is Managing Director at Kroll (formerly Duff & Phelps), where he leads the M&A Advisory practice and serves as President of Kroll Securities, LLC; he holds a B.S. in Finance from Indiana University and an M.B.A. in Finance from DePaul University. The Board affirmatively determined he is independent under NYSE standards. He currently serves on the Audit Committee and has been designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kroll (formerly Duff & Phelps) | Managing Director; Leader, M&A Advisory; President, Kroll Securities, LLC | 1994–Present | Leads M&A advisory; registered broker-dealer leadership (Kroll Securities, LLC) |
| NACD | Board Leadership Fellow (prior) | Not disclosed | Board governance development credential |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DePaul University (Driehaus College of Business) | Finance Advisory Board member | Not disclosed | External academic advisory board |
| Public company directorships | None | — | “Other Public Company Directorships: 0” in RRX proxy summary |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 7 times in 2024; the Board held 4 meetings in 2024. Each director attended at least 75% of aggregate Board and committee meetings on which they served in 2024. Audit Committee Chair is Theodore D. Crandall; members include Jan A. Bertsch and Stephen M. Burt.
- Independence: The Board determined Mr. Burt is independent under NYSE standards; he is labeled “INDEPENDENT” in the nominee biography.
- Board service and refresh: Director since 2010; Board is actively refreshed and all directors stand for annual election.
- Executive sessions: Independent directors meet in executive session at least quarterly.
Fixed Compensation
| Component (Non-Employee Director) | Amount | Notes |
|---|---|---|
| Cash fees paid (FY2024) | $106,250 | Actual fees earned/paid for Mr. Burt in FY2024 |
| Standard annual Board cash retainer | $110,000 | Company policy for non-employee directors |
| Committee chair retainers | $25,000 (Audit); $20,000 (Comp); $15,000 (CG) | For chairs; Mr. Burt is not listed as a chair |
Performance Compensation
| Equity Award | Grant Date | Instrument | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual director equity | May 9, 2024 | RSUs | 1,056 | $170,016 | Time-based vesting per plan; directors held 1,056 outstanding RSUs as of 12/31/24 |
- Performance metrics: None disclosed for director equity; annual director RSUs are time-vested, not performance-vested.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None (proxy summary lists 0) |
| Compensation committee interlocks | Company discloses no interlocks among current Compensation & HR Committee members (Burt is not on that committee) |
| Related-party transactions | Company reports no related person transactions in 2024 subject to committee review |
Expertise & Qualifications
- Skills/qualifications per proxy: finance/accounting background; corporate governance; operating (P&L); commercial; international experience; digital/eCommerce; M&A experience.
- Audit expertise: Designated as an “audit committee financial expert” under SEC rules.
Equity Ownership
| Item | Amount | As-Of | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 22,976 | March 10, 2025 | Sole voting/investment power unless noted |
| RSUs outstanding (director) | 1,063 | March 10, 2025 | RSUs subject to forfeiture until vest; directors held ~1,056 RSUs at 12/31/24; Mr. Burt shown with 1,063 RSUs at 3/10/25 (likely incl. dividend equivalents) |
| Options/SARs outstanding (director) | None | Dec 31, 2024 | “As of Dec 31, 2024 none of our non-employee directors held outstanding option awards.” |
| Pledging/hedging | Prohibited; no directors/officers have hedged or pledged any beneficially owned shares | Policy in place; compliance stated | Applies to directors under Insider Trading Policy |
| Ownership guidelines | 5× annual cash retainer within 5 years; all directors in compliance | Ongoing | Director ownership guideline status disclosed |
Governance Assessment
-
Strengths
- Long-tenured independent director with deep M&A and finance expertise; designated audit committee financial expert, bolstering financial oversight on Audit Committee.
- Good engagement indicators: Board and committees met regularly; all directors met ≥75% attendance; independent-only executive sessions held.
- Alignment mechanisms: Director equity (annual RSUs), 5× retainer ownership guideline, prohibition on hedging/pledging; company reports all directors are compliant.
- No related person transactions in 2024; no compensation committee interlocks reported.
-
Watch items / potential conflicts
- Employment at Kroll/Kroll Securities (financial advisory and broker-dealer) could present theoretical related-party or independence considerations if Kroll were to provide services to RRX; however, the Board has affirmatively determined independence and disclosed no related person transactions in 2024. Continue monitoring related-party disclosures and auditor independence statements.
-
Shareholder sentiment context
- Strong say-on-pay support (98% in 2024) and robust governance practices (majority voting, proxy access, no poison pill) support overall investor confidence backdrop.
Insider Trades
| Item | Detail |
|---|---|
| Section 16 compliance | Company states directors and NEOs complied with Section 16(a) filing requirements for FY2024. |
| Open-market transactions | Not disclosed in the proxy; no Form 4 activity summarized therein. |
Notes: Additional Form 4 detail was not included in the proxy; the company disclosed full Section 16 compliance for 2024.
Director Compensation (FY2024)
| Component | Amount |
|---|---|
| Fees earned or paid in cash | $106,250 |
| Stock awards (grant-date fair value) | $170,016 |
| Total | $276,266 |
Related Policies (alignment and risk)
- Hedging/pledging prohibition applies to directors and executives; no hedging/pledging reported.
- Director stock ownership guideline: 5× annual cash retainer; all directors in compliance.
- Board independence affirmed for Mr. Burt; all committees composed solely of independent directors.
Summary Implications for Investors
- Mr. Burt’s long service, audit financial expertise, and M&A background enhance Audit Committee effectiveness. His compensation structure (cash retainer + time-vested RSUs) and compliance with stringent ownership/hedging policies align interests with shareholders. No current related-party or interlock concerns were disclosed; continue to monitor for any Kroll-related engagements that could create perceived conflicts given his financial advisory role.