Theodore Crandall
REGAL REXNORDAbout Theodore D. Crandall
Independent director since 2021; age 69. Former Senior Vice President and CFO of Rockwell Automation (2007–2017) and Senior Vice President of the Control Products & Solutions segment (2017–2019); retired in 2019. Previously served in executive roles across finance, manufacturing, logistics, and general management at Rockwell Automation and Electronics Corporation of America. Education: B.S. in Management Science & Economics and Master’s in Industrial Administration, Carnegie Mellon University . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation | SVP & CFO | 2007–2017 | Led finance and reporting; oversight of internal controls . |
| Rockwell Automation | SVP, Control Products & Solutions | 2017–2019 | Segment leadership; operating and P&L experience . |
| Rockwell Automation / Electronics Corporation of America | Various executive roles (finance, manufacturing, logistics, general management) | Pre-2007 | Built cross-functional operating expertise . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zurn Elkay Water Solutions (formerly Rexnord Corporation) | Director | 2015–2021 | Governance experience; industry familiarity . |
| Current other public company directorships | — | — | None listed (0) . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Crandall is independent per NYSE standards . |
| Committee memberships | Audit Committee (Chairman); the Audit Committee met 7 times in 2024 . |
| Financial expert designation | Audit Committee determined Crandall qualifies as an “audit committee financial expert” under SEC rules . |
| Board meetings | Board held 4 meetings in 2024; each director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting . |
| Executive sessions | Independent directors meet in executive session at least 4 times per year . |
| Audit Committee report | Audit Committee (Crandall, Chair; Bertsch; Burt) recommended inclusion of audited financials in the 2024 Form 10-K . |
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 131,250 | Includes Audit Chair retainer . |
| Annual Director Cash Retainer | 110,000 | Standard non-employee director retainer . |
| Audit Committee Chair Retainer | 25,000 | Additional annual fee for Audit Chair . |
| Total Director Compensation (Cash + Equity) | 301,266 | Sum of cash fees and stock awards . |
Director fee policy (current):
- Annual director retainer: $110,000 .
- Committee chair retainers: Audit $25,000; Compensation $20,000; Corporate Governance $15,000 .
- Chairman of the Board retainer: $170,000 .
- Non-employee directors may defer up to 100% of cash fees under the Supplemental Retirement Plan (SRP) effective Jan 1, 2024 .
Performance Compensation
| Equity Award | Units/Shares | Grant Date | Grant-Date Fair Value ($) | Vesting Terms | Options Outstanding |
|---|---|---|---|---|---|
| RSUs (restricted stock units) | 1,056 | May 9, 2024 | 170,016 | RSUs generally subject to forfeiture until vesting on the 1st, 2nd, or 3rd anniversary of grant (per stock ownership footnote) . | None outstanding for non-employee directors as of 12/31/2024 . |
Notes:
- Directors received an annual RSU grant with fair value approximately $170,000; 1,056 RSUs were awarded to each non-employee director serving on April 23, 2024 with effective grant date May 9, 2024 .
- No performance-based metrics apply to director equity awards; awards are time-based for alignment .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | None listed for Crandall (0) . |
| Past public company board | Zurn Elkay Water Solutions (formerly Rexnord) 2015–2021 . |
| Compensation Committee interlocks | None among committee members; Crandall is not a member of the Compensation Committee . |
Expertise & Qualifications
- Financial/Accounting Background; Corporate Governance; Operating (P&L); Manufacturing & Supply Chain; Regal Rexnord industry knowledge; Cybersecurity knowledge; ESG; Digital/eCommerce .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned | 6,207 . |
| RSUs (unvested/restricted) | 1,063 . |
| Options | None outstanding for non-employee directors as of 12/31/2024 . |
| Ownership guidelines | Directors must own ≥5x annual cash retainer within 5 years; all directors currently in compliance . |
| Hedging/pledging | Prohibited by policy; no directors or executive officers have hedged or pledged shares . |
| Ownership concentration | No director/executive officer beneficially owned ≥1% of common stock; group owns <1% . |
Governance Assessment
- Strengths: Independent Audit Committee Chair with SEC “financial expert” designation; active oversight (7 Audit meetings in 2024) and formal Audit Committee report; annual RSU grants align director incentives with shareholders; stringent anti-hedging/anti-pledging and ownership guidelines; robust executive sessions by independent directors .
- Shareholder signals: Strong say-on-pay support in 2024 (~98% approval); 2025 say-on-pay again passed (62.35M For vs 0.84M Against). Crandall’s 2025 director election received 63,054,513 For votes, with minimal opposition (145,727 Against) .
- Conflicts/related party exposure: Company policy requires committee review of any related-person transactions; none were proposed, pending, or ongoing in 2024—reducing conflict risk .
- Attendance/engagement: Board met 4 times in 2024; each director attended at least 75% of Board/committee meetings and all attended the 2024 annual meeting—indicates active engagement .
- RED FLAGS: None identified—no pledging/hedging, no options outstanding for directors, no related-party transactions, and no committee interlocks .