UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x☒                            Filed by a Party other than the Registrant  ¨☐

Check the appropriate box:

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

on July 28, 201625, 2019

To the Stockholders of Rexnord Corporation:

Rexnord Corporation will hold its annual meeting of stockholders at its corporate offices at the Water Council Building, 247511 W. Freshwater Way, Milwaukee, Wisconsin 53204, on Thursday, July 28, 2016,25, 2019, at 9:00 a.m. Central Time, for the following purposes:

Rexnord Corporation’s stockholders of record at the close of business on May 31, 2016,28, 2019, will be entitled to vote at the meeting or any adjournment of the meeting. On or about June 10, 2016,7, 2019, we expect to mail stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement and annual report, as well as vote, online.

We call your attention to the proxy statement accompanying this notice, which contains important information about the matters to be acted upon at the meeting.

Milwaukee, Wisconsin

June 9, 20167, 2019

You may vote in person or by using a proxy as follows:

If you later find that you will be present at the meeting or for any other reason desire to revoke your proxy, you may do so at any time before it is voted.

247511 W. Freshwater Way Suite 300

Milwaukee, Wisconsin 53204

PROXY STATEMENT

TABLE OF CONTENTS

ANNUAL MEETING OF STOCKHOLDERS

JULY  28, 201625, 2019

COMMONLY ASKED QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

A:    On or about June 10, 2016,7, 2019, Rexnord Corporation (“Rexnord”, “we” or the “Company”) expects to mail stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy material over the internet.

A:    Securities and Exchange Commission (“SEC”) rules permit us to provide access to our proxy material over the internet instead of mailing a printed copy of the proxy material to each stockholder. As a result, we are mailing stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy material, including our proxy statement and annual report, and vote via the internet. Stockholders will not receive printed copies of the proxy material unless requested by following the instructions included on the Notice of Internet Availability of Proxy Materials or as provided below.

Important Notice Regarding the Availability of Proxy Materials for

the Stockholder Meeting to Be Held on July 28, 201625, 2019

The proxy statement and annual report to security holders are available at

http://www.astproxyportal.com/ast/17558

A:    Stockholders may request that paper copies of the proxy material, including an annual report, proxy statement and proxy card, be sent to them without charge as follows:

When you make your request, please have available your personal control number contained in the notice we mailed to you. To assure timely delivery of the proxy material before the annual meeting, please make your request no later than July 14, 2016.11, 2019.

A:    At the annual meeting you will be voting on threethe following proposals:

AA::    The effect of not voting will depend on how your share ownership is registered. If you own shares as a registered holder and you do not vote, then your unvoted shares will not be represented at the meeting and will not count toward the quorum requirement. If a quorum is obtained, then your unvoted shares will not affect whether a proposal is approved or rejected.

If you are a stockholder whose shares are not registered in your name and you do not vote, then your bank, broker or other holder of record may still represent your shares at the meeting for purposes of obtaining a quorum. In the absence of your voting instructions, your bank, broker or other holder of record may not be able to vote your shares in its discretion depending on the proposal before the meeting. Your broker may not vote your shares in its discretion in the election of directors; therefore, you must vote your shares if you want them to be counted in the election of directors. In addition, yourYour broker is also not permitted to vote your shares in its discretion regardingon matters related to executive compensation, including the advisory vote to approve executive compensation and the approval of the amendment to, and restatement of, the Performance Incentive Plan. However, your broker may vote your shares in its discretion on routine matters such as the ratification of the Company’s independent registered public accounting firm.

A:    You may vote at the annual meeting if you were a stockholder of record as of the close of business on May 31, 2016,28, 2019, which is the “Record Date.” Each outstanding share of common stock is entitled to one vote on

each matter presented. As of the Record Date, Rexnord had 101,717,328105,291,432 shares of common stock outstanding. Any stockholder entitled to vote may vote either in person or by duly authorized proxy.

A:    You may vote either in person at the annual meeting or in advance of the meeting by authorizing – by internet, telephone or mail – the persons named as proxies on the proxy card, Todd A. Adams, Mark W. Peterson and Patricia M. Whaley, to vote your shares in accordance with your directions. We recommend that you vote as soon as possible, even if you are planning to attend the annual meeting, so that the vote count will not be delayed.

We encourage you to vote via the internet, as it is the most cost-effective method available. If you choose to vote your shares via the internet or by telephone, there is no need for you to request or mail back a proxy card.

If your shares are not registered in your name (for example, held through your broker or bank), then you vote by giving instructions to the firm that holds your shares rather than using any of the methods discussed above. Please check the voting form from the firm that holds your shares to see if it offers internet or telephone voting procedures.

A:It means your shares are held in more than one account. You should vote the shares on all of your proxy cards. You may help us reduce costs by consolidating your accounts so that you receive only one set of proxy material in the future. To consolidate your accounts, please contact our transfer agent, American Stock Transfer & Trust Company, LLCAST Financial (“AST”), toll-free at1-800-937-5449.

A:    Stockholders who own shares as part of Rexnord’s 401(k) Plan (the “401(k) Plan”) will receive a separate means for voting the shares held in each account. Shares held by the 401(k) Plan for which participant designations are received will be voted in accordance with those designations; those shares for which designations are not received will be voted proportionally based on the shares for which voting directions have been received from participants in the 401(k) Plan.

A:    AST, our transfer agent, will use an automated system to tabulate the votes. A representativeOfficers or employees of the Company will serve as the inspectorinspector(s) of election.

A:    AllOnly stockholders of record as of the close of business on May 31, 2016,28, 2019, or their proxy holders or the underlying beneficial owners, may attend the annual meeting. However, seating is limited and will be on a first arrival basis.

To attend the annual meeting, please follow these instructions:

Q:	CAN I CHANGE MY VOTE AFTER I RETURN OR SUBMIT MY PROXY?

A:    Yes. Even after you have submitted your proxy, you can revoke your proxy or change your vote at any time before the proxy is exercised by appointing a new proxy, or by providing written notice to the Corporate Secretary, or acting secretary of the meeting, and by voting in person at the meeting. Presence at the annual meeting of a stockholder who has appointed a proxy does not in itself revoke a proxy.

If a broker, bank or other nominee holds your shares and you wish to change your proxy prior to the voting thereof, please contact the broker, bank or other nominee to determine whether, and if so how, such proxy can be revoked.

A:    If you vote through the internet or by telephone, or complete a proxy card, then you may still vote in person at the annual meeting. To vote at the meeting, please give written notice that you would like to revoke your original proxy to the Corporate Secretary or acting secretary of the meeting.

If a broker, bank or other nominee holds your shares and you wish to vote in person at the annual meeting you must obtain a proxy issued in your name from the broker, bank or other nominee; otherwise you will not be permitted to vote in person at the annual meeting.

A:    This solicitation is being made on behalf of Rexnord by its board of directors. Rexnord will pay the expenses in connection with the solicitation of proxies. Upon request, Rexnord will reimburse brokers, dealers, banks and voting trustees, or their nominees, for reasonable expenses incurred in forwarding copies of the proxy material and annual report to the beneficial owners of shares which such persons hold of record. Rexnord will solicit proxies by mailing a Notice of Internet Availability of Proxy Materials to all stockholders; paper copies of the proxy material will be sent upon request as provided above as well as in the Notice of Internet Availability of

Proxy Materials. Proxies may be solicited in person, or by telephone,e-mail or fax, by officers and regular employees of Rexnord who will not be separately compensated for those services. Rexnord has retained MacKenzie Partners, Inc. to assist in the solicitation of proxies and to provide informational support and analysis for up to $13,000 plus expenses.

A:    We expect to hold our fiscal 20182021 annual meeting of stockholders on July 27, 2017.23, 2020. Under Rule14a-8 under the Securities Exchange Act of 1934 (the “Securities Exchange Act”), the Corporate Secretary must receive a stockholder proposal no later than February 10, 2017,8, 2020, in order for the proposal to be considered for inclusion in our proxy material for the fiscal 20182021 annual meeting. To otherwise bring a proposal or nomination before the fiscal 20182021 annual meeting, you must comply with our bylaws. Currently, our bylaws require written notice to the Corporate Secretary between February 28, 2017,26, 2020, and March 30, 2017.27, 2020. The purpose of this requirement is to assure adequate notice of, and information regarding, any such matter as to which stockholder action may be sought. If we receive your notice before February 28, 2017,26, 2020, or after March 30, 2017,27, 2020, then your proposal or nomination will be untimely. In addition, your proposal or nomination must comply with the procedural provisions of our bylaws. If you do not comply with these procedural provisions, your proposal or nomination can be excluded. Should the board nevertheless choose to present your proposal, the named proxies will be able to vote on the proposal using their best judgment.

A:    The address of the Corporate Secretary is:

Rexnord Corporation

Attn: Patricia M. Whaley

247511 W. Freshwater Way Suite 300

Milwaukee, Wisconsin 53204

Q:	WILL THERE BE OTHER MATTERS TO VOTE ON AT THIS ANNUAL MEETING?

A:    We are not aware of any other matters that you will be asked to vote on at the annual meeting. Other matters may be voted on if they are properly brought before the annual meeting in accordance with our bylaws. If other matters are properly brought before the annual meeting, then the named proxies will vote the proxies they hold in their discretion on such matters.

For matters to be properly brought before the annual meeting, we must have received written notice, together with specified information, by March 24, 2016.28, 2019. We did not receive notice of any matters by the deadline for this year’s annual meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT

The following table provides certain information regarding the beneficial ownership of our outstanding common stock as of the May 31, 2016 Record Date for:

Beneficial ownership of shares is determined under the rules of the Securities and Exchange Commission (“SEC”) and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community or marital property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of common stock held by them. Shares of common stock subject to options currently exercisable or exercisable within 60 days of the Record Date, or restricted stock units (“RSUs”) that vest within that time frame, are deemed outstanding for the purpose of calculating the percentage of outstanding shares of the person holding these securities, but are not deemed outstanding for the purpose of calculating the percentage of outstanding shares owned by any other person.

Amounts also include shares subject to RSUs that are currently vested, but are subject to deferred settlement, and those that vest within 60 days of the Record Date as follows: Mr. Bartlett (14,145), Mr. Christopoul (14,145), Mr. Crandall (14,145), Mr. Jones (14,145), Mr. Longren (14,145), Mr. Moore (14,145), Ms. Schooler (4,772), Mr. Stroup (14,145), Ms. Troy (4,772),Ms. Walker-Lee (14,145), and all current directors and executive officers as a group (160,528).

PROPOSAL 1: ELECTION OF DIRECTORS

Nominees for Election at this Meeting

Our bylaws provide that the number of directors shall be not less than eight or more than 15, with the number to be set by the board from time to time. The board is currently composed of 1011 directors. The board sets its size so that the board will possess, in the aggregate, the strategic, managerial and financial skills and experience necessary to fulfill its duties and to achieve its objectives andas well as to maintain a sufficient number of independent directors.

Our board of directors is divided into three classes. The members of each class serve staggered, three-year terms. Upon the expiration of the term of a class of directors, directors in that class will beare elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Any additional directorships resulting from an increase in the number of directors will beare distributed among the three classes so that, as nearly as possible, each class will consistconsists ofone-third of our directors. At each annual meeting, our stockholders will elect the successors to one class of our directors.directors; the class of directors nominated for election at this year’s annual meeting consists of three members. Our executive officers and key employees serve at the discretion of our board of directors. Directors may be removed for cause by the affirmative vote of the holders of a majority of our common stock.

Directors are elected by a plurality of votes cast in person or by proxy at the meeting and entitled to vote on the election of directors. Our bylaws provide that if any nominee does not receive, in an uncontested election, a majority of the votes cast for his or her election as a director, such individual must submit, promptly following such vote, an irrevocable resignation from the board that is contingent upon acceptance of such resignation by the board.

This year’s board nominees for election for terms expiring at the fiscal 20202023 annual meeting are Mark S. Bartlett, David C. Longren and George C. Moore and John M. Stropki.Moore.

It is our policy that the board of directors should reflect a broad varietydiversity of backgrounds, experience, perspectives and talents. When the Nominating and Corporate Governance Committee of the board determines which directors to nominate for election at any meeting of stockholders, or appoints a new director between meetings, it reviews our director selection criteria and seeks to choose individuals who bring a variety of expertise to the board within these criteria. For further information about the criteria used to evaluate board membership, see “Selection Criteria for Directors” below.

The Nominating and Corporate Governance Committee recently conducted a search in fiscal 2016 for new directors, and hiredwhich included retaining director search firms, whowhich were paid fees for researching and recommending potential candidates. Theodore D. CrandallAs a result of that search, Rosemary M. Schooler and Mr. Longren, whoPeggy N. Troy were each elected to the board by our other directors, effective October 16, 2015, and February 5, 2016, respectively, wereMay 20, 2019. Ms. Schooler was first suggested to the Nominating and Corporate Governance Committee for consideration as candidatesa candidate by thosea search firms. Mr. Crandallfirm, and Ms. Troy was initially suggested to the Nominating and Corporate Governance Committee for consideration as a potential director by our CEO. Ms. Troy was designated a director in the class whose terms expire at the fiscal 20192021 annual meeting and Mr. LongrenMs. Schooler was designated a director in the class whose terms expire at the fiscal 20172022 annual meeting.

John M. Stropki, a director since 2014, passed away unexpectedly in May 2019. Mr. Stropki was a valuable contributor on the board through the years. The Company is thankful for Mr. Stropki’s commitment to Rexnord, and extends its deepest condolences to the Stropki family.

The following is information about the experience and attributes of the director nominees and Rexnord’s other directors. Together, the experience and attributes included below provide the reasons that these individuals were selected for board membership and/or nominated for election, as well as why they continue to serve on the board.

Nominees for Election for Terms Expiring at the Fiscal 20202023 Annual Meeting

Mark S. Bartlett

Director since 2012

Mr. Bartlett, age 65,68, is a retired Ernst & Young LLP (“E&Y”) partner. Mr. Bartlett joined E&Y in 1972 and worked there until his retirement in 2012, including having served as Managing Partner of E&Y’s Baltimore office and as Senior Client Service Partner for theMid-Atlantic Region. Mr. Bartlett is a certified public accountant and has extensive experience serving global manufacturers, as well as companies in other industries. Mr. Bartlett also has experience in mergers and acquisitions, SEC rules and regulations, public offerings and financing alternatives. Mr. Bartlett currently serves as a director, chairman of the audit committee and member of the executive compensation and management development committee of T. Rowe Price Group, Inc., as a director, chairman of the audit committee and member of the nominating and corporate governance committee of WillScot Corporation and as a director and member of the audit

committee of FTI Consulting, Inc. The board appointed Mr. Bartlett serves as a director due to his significant accounting experience, as well as his expertise in the manufacturing industry, and in mergers and acquisitions and securities regulation. The board has considered Mr. Bartlett’s commitments to serve on the other audit committees and has affirmatively determined that such simultaneous service does not impair his ability to effectively serve on Rexnord’s Audit Committee.

David C. Longren

Director since 2016

Mr. Longren, age 57, serves as60, is a retired Senior Vice President forof Polaris Industries, Inc., a designer, engineer and manufacturer ofoff-road vehicles, snowmobiles, motorcycles and small vehicles, a position he has held since 2015.from 2015 until 2016. Mr. Longren has served in various capacities at Polaris since 2003, including Vice President,Off-Road Vehicles, Vice President, Chief Technical Officer, and Director of Engineering for the ATV Division. Prior to joining Polaris, Mr. Longren was a Vice President in the Weapons Systems Division of Alliant Techsystems and Senior Vice President, Engineering and Marketing at Blount Sporting Equipment Group. The Board appointed Mr. Longren serves as a director due to his extensive product development and innovation experience.

George C. Moore

Director since 2015

Mr. Moore, age 61,64, has served as a director of Wastequip, Inc., a leading manufacturer of waste handling and recycling equipment in North America, since 2012, of Pro Mach, Inc., a provider of integrated packaging and processing products and solutions, since 2015, and ofof: Encapsys, LLC, a provider of custom microencapsulation services for use in the building and construction, paper, bedding, and personal and household care industries, since 2015. Mr. Moore previously served2015; IPS Corporation, a provider of solvent cements and adhesives for residential, commercial and industrial use, as Executive Vice Presidentwell as plumbing and roofing products, since 2017; Cypress Performance Group LLC, the parent holding company of Rexnord from 2006 to 2012, as our Chief Financial Officer from 2006 to 2008Encapsys, LLC and as our acting CFO for portionsIPS Corporation, since 2017; and Culligan International Company, a provider of 2009residential, office, commercial and 2010.industrial water treatment products and services, since 2018. Mr. Moore served as a director of Jacuzzi Brands Corp.Industrial Container Services, LLC, a provider of reusable container solutions, from 20082017 until 2018; Wastequip, Inc., a leading manufacturer of waste handling and recycling equipment in North America, from 2012 until 2018; and Pro Mach, Inc., a provider of integrated packaging and processing products and solutions, from 2015 until 2018. Mr. Moore previously served in various capacities with Rexnord from 2006 to 2009, and2012. Mr. Moore previously served as the Executive Vice President and Chief Financial Officer of Maytag Corporation, a manufacturer of major appliances and household products, from 2003 to 2006. Previously, Mr. Moore servedand as group chief financial officer and group vice president of finance at Danaher Corporation, a manufacturer of process/environmental controls and tools and components, where he was employed from 1993 to 2003.components. Mr. Moore began his career at Arthur Andersen & Co., a former accounting firm. The Board appointed Mr. Moore serves as a director due to his extensive financial and accounting experience, including as chief financial officer, at multinational companies.

John M. Stropki

Director since 2014

Mr. Stropki, age 65, is the retired Chairman, Chief Executive Officer and President of Lincoln Electric Holdings, Inc., a global manufacturer of welding, cutting and brazing products. Mr. Stropki served for more than 40 years in a variety of progressively more responsible roles at Lincoln Electric Holdings, Inc., including as its Chairman, CEO and President from 2004 to 2012 and its Executive Chairman until 2013. Mr. Stropki currently serves as a director of The Sherwin-Williams Company (including as lead director and a member of its compensation and management development committee) and Hyster-Yale Materials Handling, Inc. (including as a member of its compensation committee and its nominating and corporate governance committee). The board appointed Mr. Stropki as a director due to his significant management and leadership experience, including as chief executive officer and chairman at a global industrial company with a long history of financial improvement and his experience on other public company boards.

The board recommends that you vote “FOR” each of the four nominees.nominees listed above.

Shares represented by proxies will be voted according to instructions provided. A vote marked “withheld” will be considered as a vote withheld from the nominees; any votes attempted to be cast “against” a candidate are

not given legal effect and are not counted as votes cast in the election of directors. In the unlikely event that the board learns prior to the annual meeting that a nominee is unable or unwilling to act as a director, which is not foreseen, the proxies will be voted with discretionary authority for a substitute nominee designated by the board of directors.

Continuing Directors Not Standing for Election at this Meeting

Directors Continuing to Serve Until the Fiscal 20182021 Annual Meeting

Thomas D. Christopoul

Director since 2013

Mr. Christopoul, age 51,54, has served as aco-founder, Managing Partner and Executive Vice President of 54 Madison Partners, a real estate private equity investment firm, since 2015. He previously served as a Senior Partner and Head of Real Estate Investment, at Cain Hoy Enterprises, LLC, an investment firm launched by Guggenheim Partners, since 2014. Prior to that time, Mr. Christopoul was a Senior Managing Director in the Real Estate Group at Guggenheim Partners, since 2013. Previously, he was a senior advisor at Falconhead Capital, LLC, a boutique private equity firm in New York City, since 2009, and served as executive chairman of two of Falconhead’s portfolio companies – GPSi Holdings, LLC and Rita’s Water Ice Franchise Company. Mr. Christopoul is also an active venture capital investor through Somerset Shore Associates, Inc., a private investment company he founded in 2006. Further, Mr. Christopoul is non-executive Chairman of Hudson Cross, LLC, a travel industry consulting partnership. Mr. Christopoul also servesserved as a director, member of the audit committee and chairman of the compensation committee of the board of directors of Apollo Residential Mortgage, Inc., and serves on the boards of directors of several private companies. until it was acquired in 2016. Prior to joining Falconhead, in 2009, Mr. Christopoul was President and Chief Executive Officer of Resources Connection, Inc., a multi-national professional services firm from 2008 to 2009;firm; prior thereto, he was an independent member on Resources’ board of directors from 2006 to 2008. The board appointeddirectors. Mr. Christopoul serves as a director due to his significant and varied business experience.

Paul W. Jones

Director since 2014

Mr. Jones, age 67,70, has served as theNon-Executive Chairman of Rexnord since 2015, and is2015. He retired in 2014 as the retired Chairman, Chief Executive Officer and President of A.O. Smith Corporation, a manufacturer of water heating and water treatment systems; he retired in 2014.systems. Prior to joining A.O. Smith in 2004, Mr. Jones was Chairman and Chief Executive Officer of U.S. Can Company, Inc., a leading provider of containers for personal care, household, paint and industrial products, from 1998 to 2002.products. Mr. Jones previously held various roles, including President and Chief Executive Officer, at Greenfield Industries, Inc., a manufacturer of cutting tools and other material removal products, from 1989 to 1998.products. Mr. Jones currently serves as a director of A.O. Smith,Smith. Mr. Jones previously served as a director of Federal Signal Corporation, where he chairschaired the nominating and governance committee and iswas a member of the compensation and benefits committee, anduntil his retirement from its board in 2018, WEC Energy Group, Inc., where he iswas a member of the audit and oversight committee. Mr. Jones previously served as a director ofcommittee, until his retirement from its board in 2017, and Integrys Energy Group, Inc. until its acquisition by WEC Energy Group in 2015, and, where he chaired its financial committee and was a member of its audit committee; he also previously served as a director of Bucyrus International, Inc.committee, until its acquisition by Caterpillar, Inc.WEC Energy Group in 2011, and chaired its compensation committee. The board appointed2015. Mr. Jones serves as a director because of his extensive leadership and management experience, including as chief executive officer and chairman, at multinational companies, because he is an experienced strategist focused on enterprise growth and because he is and has been a director of several other publicly traded companies and brings insights as to best practices from those experiences.

John S. Stroup

Director since 2008

Mr. Stroup, age 50,53, is currently Chairman, President and Chief Executive Officer as well as a director, of Belden Inc., a company that designs, manufactures, and markets cable, connectivity, and networking products in markets including industrial enterprise, broadcast and network security. Prior to joining Belden in 2005, Mr. Stroup was employed by Danaher Corporation, a manufacturer of process/environmental controls and tools and components.

At Danaher, Mr. Stroup initially served as Vice President, Business Development. He was promoted to President of a division of Danaher’s Motion Group and later to Group Executive of the Motion Group. Prior to that, he was Vice President of Marketing and General Manager with Scientific Technologies Inc. Mr. Stroup serves on our board of directorsas a director because he has significant experience in strategic planning and general management of business units of public companies (including as chief executive officer).

Peggy N. Troy

Director since 2019

Ms. Troy, age 67, has served as the President and Chief Executive Officer of Children’s Hospital of Wisconsin (“Children’s Hospital”) since 2009. Prior to joining Children’s Hospital, Ms. Troy served as Executive Vice President and Chief Operating Officer of Methodist Le Bonheur Healthcare and as President and Chief Executive Officer of Le Bonheur Children’s Medical Center, both in Memphis, Tennessee, and as President of Cook Children’s Medical Center in Ft. Worth, Texas. Ms. Troy also serves on the National Board of Children’s Hospital Association and is the current chair of the Board of Directors of the Milwaukee Regional Medical Center Board. Ms. Troy serves as a director due to her leadership experience at large organizations, including her current service as a chief executive officer, as well as her experience managing human capital.

Directors Continuing to Serve Until the Fiscal 20192022 Annual Meeting

Todd A. Adams

Director since 2009

In addition to serving as a director, Mr. Adams, age 45,48, is our President and Chief Executive Officer and a director.Officer. Mr. Adams joined us in 2004 and has served in various roles, including Chief Financial Officer and President of the Water Management segment; he became our President and CEO in 2009. Prior to joining us, Mr. Adams held various positions at The Boeing Company, APW Ltd. and Applied Power Inc. (currently Actuant Corporation). Mr. Adams is also a director and member of the audit and compliance committee of Badger Meter, Inc. He served as a director of Generac Holdings Inc. until May 2019. Mr. Adams serves on our board of directors because he has significant experience in the manufacturing industry and anin-depth knowledge of Rexnord and our business as well as because he is our Chief Executive Officer.

Theodore D. Crandall

Director since 2015

Mr. Crandall, age 60, serves63, retired as thea Senior Vice President and Chief Financial Officer of Rockwell Automation, Inc., a leading global provider of industrial automation power, control and information solutions, a position he has held since 2007.in 2018, after having served as the Senior Vice President, Control Products and Solutions, of Rockwell from 2017 until July 2018. He previously served as the Senior Vice President and Chief Financial Officer of Rockwell from 2007 to 2017. Prior to that time,thereto, Mr. Crandall served in various capacities at Rockwell and related companies, including previous service as Senior Vice President, of the Control Products and Solutions segment and as Senior Vice President of theits Component & Packaged Applications Group. Mr. Crandall servespreviously served on the board of governors of the National Electrical Manufacturers Association. The board appointed Mr. Crandall serves as a director due to his extensive financial and accounting experience, including as a chief financial officer of a multinational public company.

Rosemary M. Schooler

Director since 2019

Ms. Schooler, age 51, has served as Corporate Vice President, Global Data Center Sales for Intel Corporation (“Intel”), a designer and manufacturer of computing, networking, data storage and communications solutions, since 2018. Since joining Intel in 1989, Ms. Schooler has held various leadership positions with increasing responsibility, including serving as Intel’s Corporate Vice President, Global Internet of Things (“IoT”) Sales and Marketing from 2016 to 2018, Vice President of the IoT Strategy and Technology Office from 2015 to 2016, and as Vice President and General Manager of Intel’s Communications and Storage Infrastructure Group from 2012 until 2014. Ms. Schooler also serves as a director of Cloudera, Inc. Ms. Schooler serves as a director

due to her extensive information technology experience, including service as a senior officer at a prominent technology company.

Robin A.Walker-Lee

Director since 2015

Ms. Walker-Lee, age 62,65, is the retired Executive Vice President, General Counsel and Secretary of TRW Automotive Holdings Corp., a leader in automotive safety systems.Ms. Walker-Lee was with TRW Automotive from 2010 until her retirement in 2015. Prior to joining TRW Automotive, she served as Assistant General Counsel of Operations for General Motors Company (together with its predecessor General Motors Corporation, “GM”), an automobile manufacturer, and as General Counsel and Vice President of Public Policy for GM – Latin America, Africa and Middle East; she also served on special assignment to the General Counsel of GM during its bankruptcy restructuring. She also serves as a director of EMCOR Group, Inc.Ms. Walker-Lee serves on our board of directorsas a director because of her significant global business and legal experience, including as general counsel of a public company.

Selection Criteria for Directors

The Company believes it is important for its board to be comprised of individuals with diverse backgrounds, skills and experiences. All board members are generally expected to meet Rexnord’s board member selection criteria, which are listed below:

In addition to the board member selection criteria identified above, the board and the Nominating and Corporate Governance Committee review the board’s composition annually to ensure the right mix of skills, experience and background needed for the foreseeable future and will change the membership mix of the board as required to meet such needs. Important skills and experiences currently identified are as follows:

The Company’s Corporate Governance Guidelines provide that, if a director experiences a significant change in employment status from the status when that director was most recently elected to the board, the director must inform the chairperson of the change and offer a letter of resignation. The Nominating and Corporate Governance Committee will evaluate the director’s change in status and the board will then decide whether to accept or decline the director’s resignation. The Corporate Governance Guidelines also provide that, as a general policy, executive officers of the Company who are directors will resign from the board upon the termination of their employment with the Company. In addition, the Company’s Corporate Governance Guidelines provide that the board generally will not nominate individuals for election orre-election as directors after they have attained age 72, although a director who reaches age 72 during a term may continue to serve for the remainder of his or herthe director’s term. Further, the Corporate Governance Guidelines require directors to advise the chairperson of the board and the chairperson of the Nominating and Corporate Governance Committee in advance of accepting an invitation to serve on another board. Anon-executive director of the board may serve as a director of another public company only to the extent such position does not conflict or interfere with such person’s service as a director of the Company; an executive director may not serve as a director of another public company without the board’s consent.

The Company’s Corporate Governance Guidelines and Nominating and Corporate Governance Committee Charter state that the Nominating and Corporate Governance Committee will identify candidates without regard to any candidate’s race, color, disability, gender, national origin, religion or creed. The board believes that the use of the Nominating and Corporate Governance Committee’s general criteria, along withnon-discriminatory policies, will best promote a board that shows diversity in many respects.

CORPORATE GOVERNANCE

Board of Directors Meetings

Directors are expected to attend each regular and special meeting of the board of directors and each board committee of which the director is a member. The board of directors held fourfive meetings during fiscal 2016.2019. All of the then-current directors who served during fiscal 2019 attended at least 75% of the total meetings of the board and the committees of the board on which they served during the fiscal 2016.year. The board holds regular meetings at least four times per year, including a meeting in connection with the annual stockholders meeting. It is the Company’s policy that the board will hold an executive session at each regularly scheduled meeting without members of the Company’s management present; Mr. Jones presides at those executive sessions. Upon the request of any independent director (and in any event, not less than annually), the board will hold an executive session without any director

who is not an independent director. Directors are expected to attend the annual meeting of stockholders. All of the then-serving directors serving at the time attended the annual meeting of stockholders held in fiscal 2016, other than former directors Laurence M. Berg and George M. Sherman.2019.

Director Independence

At least a majority of the board of directors must qualify as independent within the meaning of the listing standards of the New York Stock Exchange (the “NYSE”). When making its determinations regarding which directors are independent, the board of directors considers the NYSE rules and also reviews other transactions and relationships, if any, involving the Company and its directors or their family members or related parties. See “Certain Relationships and Related Party Transactions” for information about Rexnord’s policies and practices regarding transactions with members of the board.

The board of directors has affirmatively determined that each of Ms. Schooler,Ms. Walker-Lee and Messrs. Bartlett, Crandall, Christopoul, Jones, Longren, Moore Stropki and Stroup is independent. Mr. Stropki was also determined to be an independent director prior to his passing. In accordance with NYSE rules, Ms. Troy is not currently considered an independent director because Mr. Adams served as a member of the compensation committee of her employer, anon-profit organization, until May 2019. Mr. Adams, our President and CEO, is also not considered an independent director.

In making its determinations, the board considered that Mr. Bartlett serves as a director of T. Rowe Price Associates, Inc., which is a greater-than-5% holder of Rexnord’s outstanding common stock. Since Mr. Bartlett is not involved in investment decisions by T. Rowe Price or its other decisions relating to ownership or voting of Company common stock, the board determined that such relationship does not affect Mr. Bartlett’s independence.

Board Leadership Structure

The Company has no formal policy regarding the separation or combination of the position of Chairperson and CEO; however, it believes that in the Company’s current circumstances it is advantageous to separate those positions. From time to time, the board reviews and considers the optimal board leadership structure.

During fiscal 2016, Mr. Jones, an independent director, was appointedserves as ourNon-Executive Chairman, succeeding George M. Sherman, who retired as of the fiscal 2016 annual meeting. Chairman. The Company believes that having had Mr. Jones serve as Chairman is an appropriate leadership structure for the board primarily because of his extensive leadership and management experience (including as chief executive officer and chairman) at multinational companies, his experience as a strategist focused on enterprise growth, his current and past directorships at publicly traded companies and his insights as to best practices from those experiences.

Board’s Role in Risk Oversight

It is management’s responsibility to manage the Company’s enterprise risks on aday-to-day basis. Through regular updates and the strategic planning process, the board of directors oversees management’s efforts to ensure that they effectively identify, prioritize, manage and monitor all material business risks to Rexnord’s strategy. In addition, the board delegates certain risk management oversight responsibilities to its committees. The Audit Committee reviews and discusses the Company’s material financial and other risk exposures and the steps management has taken to identify, monitor and control such risks. The Compensation Committee is responsible for overseeing the Company’s compensation programs, including related risks. See also “Compensation and Risk” below.

Board Committees

The board of directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Executive Committee. The committees on which directors currently serve are identified in the table below.

Audit Committee

The Audit Committee held four meetings during fiscal 2016.2019. The Audit Committee is composed entirely ofnon-employee directors who meet the independence and accounting or financial management expertise standards and requirements of the SEC and the NYSE listing standards. Our board of directors has determined that each of Messrs. Bartlett, Crandall and Moore qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of RegulationS-K.

The principal duties and responsibilities of our Audit Committee are as follows:

The Audit Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

Compensation Committee

The Compensation Committee held sevenfive meetings during fiscal 2016.2019. The Compensation Committee is composed entirely of directors who meet the independence requirements of the SEC and the NYSE listing standards.

The principal duties and responsibilities of the Compensation Committee are as follows:

The Compensation Committee reviews, discusses and considers the results of advisory“say-on-pay” votes of our stockholders when making decisions regarding the Company’s executive compensation programs. The Compensation Committee is also responsible for recommending to the board how oftensay-on-pay votes may be held. The Company currently holdssay-on-pay votes annually, which is consistent with the results of the advisory“say-on-frequency” vote of our stockholders that was held at the fiscal 2019 annual meeting. The Company and the Compensation Committee believe that annualsay-on-pay votes allow us to receive more frequent feedback from our stockholders on our compensation programs.

The Compensation Committee also has the authority to retain compensation consultants, legal counsel and other advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees, which it does from time to time.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of Rexnord Corporation held sixfour meetings during fiscal 2016.2019. The Nominating and Corporate Governance Committee is composed entirely of directors who meet the independence requirements of the NYSE listing standards.

The principal duties and responsibilities of the Nominating and Corporate Governance Committee are as follows:

The Nominating and Corporate Governance Committee also has the authority to retain counsel and advisors to fulfill its responsibilities and duties and to form and delegate authority to subcommittees.

The Nomination Process

At an appropriate time prior to each annual meeting of stockholders at which directors are to be elected, the Nominating and Corporate Governance Committee recommends to the board for nomination by the board such candidates as that Committee, in the exercise of its judgment, has found to be well qualified and willing and available to serve. In addition, the Nominating and Corporate Governance Committee recommends candidates to join the board at other times during the year, as needed. For example, the Nominating and Corporate Governance Committee recommended that Messrs. CrandallMs. Schooler and LongrenMs. Troy, who were appointed as directors effective May 20, 2019, be added to the board during fiscal 2016.board.

The Nominating and Corporate Governance Committee will identify and consider candidates suggested by outside directors, management and/or stockholders and evaluate them in accordance with its established criteria. Any recommendations for consideration by that Committee should be sent to the Corporate Secretary in writing, together with appropriate biographical information concerning each proposed nominee, at least 120 days but not more than 150 days prior to the first anniversary of the date of the preceding year’s annual meeting. Our bylaws also set forth certain requirements for stockholders wishing to nominate director candidates directly for consideration by stockholders. For more information, see “Commonly Asked Questions and Answers Aboutabout the Annual Meeting – When are stockholder proposals and stockholder nominations due for the fiscal 20182021 annual meeting?” above.

Executive Committee

The Executive Committee did not meet or act by written consent during fiscal 2016, although it did take action from time to time by written consent. The primary duty and responsibility2019. It is the intent of the board that the Executive Committee is to actonly takes action on behalf of the board of directors in between meetings ofwhen convening the full board aswould be impractical, or when reasonably necessary or appropriate.to expedite the interests of the Company between regularly scheduled board meetings.

Communications with the Board

Any communications to the board of directors should be sent to the attention of Rexnord’s Corporate Secretary, 247511 W. Freshwater Way, Suite 300, Milwaukee, Wisconsin 53204. Any communication sent to the board in care of the Corporate Secretary or any other corporate officer is forwarded to the board. There is no screening process, and any communication will be delivered directly to the director or directors to whom it is addressed. Any other procedures which may be developed, and any changes in those procedures, will be posted as part of our Corporate Governance Guidelines on Rexnord’s Investor Relations website at www.rexnord.com/investors.investors.rexnordcorporation.com.

Availability of Code of Business Conduct and Ethics, Committee Charters and Other Corporate Governance Documents

We have a Code of Business Conduct and Ethics that applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer, or persons performing similar functions. These standards are designed to deter wrongdoing and to promote honest and ethical conduct. The Code of Business Conduct and Ethics is posted on our Investor Relations website at www.rexnord.com/investors.investors.rexnordcorporation.com. Any substantive amendment to, or waiver from, any provision of the Code of Business Conduct and Ethics with respect to any senior executive or financial officer will also be posted on our website. The information contained on or accessible from our website is not part of this Proxy Statement.

In addition, the board has adopted Corporate Governance Guidelines and a written charter for each of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Executive Committee. The Corporate Governance Guidelines and the charters are available on the Company’s Investor Relations website at www.rexnord.com/investors.investors.rexnordcorporation.com.

Directors’ Compensation

The table below summarizes the compensation we paid to persons who werenon-employee directors of the Company during the fiscal year ended March 31, 2016.2019. Ms. Schooler and Ms. Troy are not included in the table below because they were not appointed to the board until fiscal 2020.

Mr. Sherman did not receive equity awards under his compensation package as Non-Executive Chairman. Mr. Berg was not granted RSUs in fiscal 2016 because he received a stock option grant in December 2014 under the Company’s former compensation package for non-employee directors, and Messrs. Jones and Moore did not receive grants of RSUs because they were granted stock options upon joining the board in December 2014 and February 2015, respectively.

The following table presents the aggregate number of outstanding stock awards and unexercised options (including any stock awards and options that have not yet vested)are subject to deferred settlement) held as of March 31, 2016,2019, by each of the persons who served asnon-employee directors in fiscal 2016.2019.

Narrative to Directors’ Compensation Table

In fiscal 2016,2019, we paid certain fees and granted equity-based awards to ournon-employee directors, as described below. Directors who are also employees of the Company receive no additional compensation for their service as directors. See the executive compensation disclosures below for information related to Mr. Adams’ compensation in fiscal 2016.

Prior to his retirement in July 2015, Mr. Sherman received half of the $250,000 annual fee under his former compensation package for serving as the Non-Executive Chairman; however, Mr. Sherman did not receive the other compensation that the other non-employee directors received in fiscal 2016.2019.

During calendar year 2015,fiscal 2019, under the Company’s outside director compensation program, eachnon-employee director (other than Mr. Sherman) received annual cash compensation of $60,000, inclusive of board and committee meeting attendance fees, which was paid quarterly after each fiscal quarter of service.$80,000. In addition, the chair of the Audit Committee received a $10,000$15,000 annual cash retainer and the chairchairs of the Compensation Committee received a $6,000 annual cash retainer. Cash retainer amounts were prorated for partial year service. Except as discussed below, each non-employee director also received an annual RSU grant in an amount valued at $90,000 as of the date of grant (subject to variation if there was a delay between the determination date and the formal grant); the equity grant was prorated for partial year service. The RSUs vest in three equal annual installments beginning on the first anniversary of the grant date, assuming continued service.

Beginning in calendar year 2016, the annual cash compensation for non-employee directors under the outside director compensation program was increased to $80,000, inclusive of board and committee attendance fees. In addition, the annual cash retainers for the chairs of the Audit Committee and the Compensation Committee were increased to $15,000 and $10,000, respectively, and an annual cash retainer of $10,000 was established for the chair of the Nominating and Governance Committee.Committee each received a $10,000 annual cash retainer. TheNon-Executive Chairman now receivesreceived an additional annual fee of $60,000 for serving in that role. Cash retainer amounts are paid after each fiscal quarter of service, are prorated for partial year service, and may, at a director’s option, be paid in Rexnord common stock. Directors can elect to have cash compensation paid in Rexnord stock, as permitted by rules adopted by the Company from time to time. Beginning May 1, 2016, the value of theEachnon-employee director also received an annual equity award was increased to $110,000 and is granted asgrant consisting of 3,805 RSUs thaton May 25, 2018, valued at approximately $110,000. The RSUs vested immediately vest,on grant, but are not paid out until six months after a director leaves the board.

As describedUpon a review of trends in “–Stock Ownership Guidelines for Directors”director compensation, the Company made the changes discussed below non-employee directors are subject to stock ownership guidelines.

In fiscal 2016, each non-employee director subject to the standardits outside director compensation program received ain May 2019. Beginning for fiscal 2020, eachnon-employee director is receiving annual cash compensation of $90,000 and an annual equity grant consisting of RSUs, exceptwith vesting terms identical to those described above, valued at approximately $130,000. In addition, theNon-Executive Chairman’s additional annual fee was increased to $90,000 and the retainer for Messrs. Berg, Jones, Moore and Sherman. Mr. Berg, who had received an option grant in December 2014, and Messrs. Jones and Moore, who had received option grants in December 2014 and February 2015, respectively, upon joining the board, did not receive another equity grant in fiscal 2016. As noted above, Mr. Sherman did not receive equity grants in his capacity as the Non-Executive Chairman. On May 22, 2015,chair of the Compensation Committee granted 3,492 RSUswas increased to each of Messrs. Bartlett, Christopoul, Stropki and Stroup. Equity grants were prorated for partial year service; therefore, on July 22, 2015, Ms. Walker-Lee was granted 3,068 RSUs, on October 16, 2015, Mr. Crandall was granted 2,185 RSUs and on February 5, 2016, Mr. Longren was granted 883 RSUs. The RSUs granted to directors in fiscal 2016 vest in three equal annual installments beginning on the first anniversary of the grant date, assuming continued service.$12,500.

Stock Ownership Guidelines for Directors

The Company believes that it is important fornon-employee directors to maintain an equity stake in Rexnord to further align their interests with those of our stockholders.Non-employee directors must comply with stock ownership guidelines as determined from time to time by our board. The ownership guidelines fornon-employee directors require that eachnon-employee director must own Rexnord stock, which includes vestedin-the-money options and vested but deferred RSUs, with a value equal to a minimum of fourfive times the annual cash retainer within five years of his or her initial election to the board. The guideline amount, which was previously four times the annual cash retainer, was increased in May 2019 in order to improve alignment with current market practice. As of the Record Date, Messrs. Bartlett, Christopoul, Jones, Moore, Stropki and Stroupeight of our 10 ournon-employee directors had met the ownership guidelines. The Company believes that all ofMs. Schooler and Ms. Troy, who were each appointed to the non-employeeboard effective May 20, 2019, have until May 2024 to meet the ownership guidelines.

For information regarding the Company’s anti-hedging and anti-pledging policies, which are applicable to directors, will have met their stock ownership guidelines within the specified five-year window.as well as officers and employees, see “Compensation Discussion and Analysis—Fiscal 2019 Executive Compensation Components and Determinations—Anti-Hedging and Anti-Pledging Policies.”

Section 16(a) Beneficial Ownership Reporting ComplianceDelinquencies

Section 16(a) of the Securities Exchange Act of 1934 requires Rexnord’s officers and directors, and persons who beneficially own more than 10% of Rexnord’s common stock, to file reports of ownership and changes in ownership with the SEC. These “insiders” are required by SEC regulation to furnish Rexnord with copies of all forms they file under Section 16(a).

All publicly-held companies are required to disclose the names of any insiders who fail to make any such filing on a timely basis within the preceding fiscal year, and the number of delinquent filings and transactions, based solely on a review of the copies of the Section 16(a) forms furnished to Rexnord, orfiled with the SEC and written representations that no such forms were required. The Company believes that all of these filing requirements were satisfied on a timely basis for the year ended March 31, 2016.2019. In making these disclosures, Rexnord has relied solely on written representations of its directors and executive officers and copies of the reports that they have filed with the SEC.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The following is a discussion of the material elements of compensation and remuneration awarded to, earned by, or paid to our Named Executive Officers during our fiscal year ended March 31, 2016.2019. Throughout this discussion, the individuals named in the Summary Compensation Table below are referred to as “Named Executive Officers” and the terms “Compensation Committee” or the “Committee” refer to the compensation committee of the board of directors.

The Committee, in consultation with the board of directors, and appropriate outside advisors and independent compensation consultants, oversees our executive compensation agreements, plans and policies and has the authority to approve all matters regarding executive compensation. The Committee seeks to ensure that the total compensation and benefits package provided to executives, including our Named Executive Officers, wereis reasonable, fair, balanced and competitive and is also aligned with stockholders’ interests and the short- and long-term performance goals of the Company.

The Committee seeks to foster apay-for-performance culture that places an emphasis on stockholder value creation and makes a meaningful portion of each executive’s compensation subject to the financial, operational and stock price performance of the Company. Based upon these criteria, the Committee sets the principles and strategies that guidedguide the design of our executive compensation program.

We compensate our executives through various forms of cash, equity and othernon-cash compensation. remuneration. Our executive officer compensation program includes:

General Compensation Philosophy and Objectives of Executive Compensation Programs

The foundation of our executive compensation program is to reward our executives for achieving specific strategic goals of the Company and to align each executive’s interests with those of our stockholders. We believe that rewarding executives for superior levels of performance will result in significant long-term value creation for usthe Company and our stockholders. As a result, we believe that the compensation packages we provide to executives, including the Named Executive Officers, must include both cash-based and equity-based elements that reward

near- and long-term performance. The Committee, or its designated member, with input from its independent compensation consultant and the Chief Executive Officer (“CEO”) (for executives other than himself), evaluates the performance of our executives and their compensation packages to ensure that we maintain our ability to retain highly talented key employees and attract new talent, as needed, to successfully grow and lead the organization.

We have recently evolvedcontinuously review and evolve our programs to further align to ourpay-for-performance philosophy, placing a strong emphasis on stockholder value creation and subjecting elements of each executive’s compensation to risk depending on the performance of the Company. As such, we base our executive compensation program on the following philosophies:

Our executive compensation program is designed to focus our executives on critical business goals that translate into long-term value creation. As a result, we believe that a meaningful portion of our executives’ compensation should be variable and based, as appropriate, on the financial performance of the Company or one of its specific businesses, segments or departments (“businesses”); we. We have increased thatthe emphasis on performance-based compensation in recent years. That goal is achievedyears through our Management Incentive Compensation Plan (the “MICP”), asub-plan of the Performance Incentive Plan, and through the awarduse of optionsPSUs and other equity awards. The PSUs, which are more fully described below. PSUs, which were introduced into our compensation program beginning in fiscal 2016,particular, subject a material element of executive compensation to the achievement ofpre-established performance metrics—the relative total stockholder return (“TSR”)metrics. Beginning for fiscal 2020 grants, PSUs comprise 60% of the Company’s common stock as compared toequity award allocation formula for the companies insenior leadership team, which includes the S&P 500 Industrial Sector IndexCEO and goals related to absolute free cash flow conversion duringthe Named Executive Officers. The MICP also features a three-year performance period. Another element of our executive compensation programcomponent that is designed to reward annual improvement in personal performance objectives. For each fiscal year, individualized target performance areas are determined for each executive, and a componentportion of each executive’s compensation under the MICP is dependent upon achievement of those objectives. These individualized target performance areas, referred to as annual improvement priorities (“AIPs”), are designed to drive results that meet or exceed the financial targets for the year in areas that are critical to the long-term success of the Company. Our executive compensation program also aims to reward long-term value creation through equity-based awards that help align the financial interests of management with those of our stockholders since the ultimate value of equity-based awards is tied to the value of our stock. In addition, our executive compensation program includes selective employmentemployment-related letter agreements and change in control and severance arrangements that are intended to facilitate those officers’ commitment and dedication to the Company.

For our CEO in particular,Compensation Philosophy.    As previously disclosed, the Committee intends the compensation structuremade adjustments to provide opportunities that are particularly focused on high performance and that emphasize long-term value creation for our business and our stockholders. Further, because of the CEO’s particular role, the design of, and our approach to, CEO compensation may differ from the approach used for other executive officers and key employees within the Company and from the approaches used by other companies. As discussed below, to maintain performance over a period of time followingin fiscal 2012 in connection with the Company’s initial public offering (“IPO”(the “IPO”) in 2012,. By design the Committee set certain compensation arrangementsdid not provide for subsequent increases to base salary or annual bonus opportunities, nor did it grant the CEO atadditional long-term incentives, until fiscal 2017 when it conducted anin-depth review of

the CEO compensation program. For that time, which were intended to provide incentives for an extended period. As the Company has evolved and progressed past the IPO and our former controlling stockholder has reduced and subsequently divested its equity interest,fiscal year, among other changes, the Committee wishesprovided the CEO with supplemental equity compensation to accordingly evolverecognize his past performance and historic below-market pay positioning.

For fiscal 2019 compensation planning, the Committee continued with its approach to executive compensation at appropriate intervals and on appropriate terms. The Committee’s current approach

will be to review the CEO’s base and incentive compensation annually (e.g., for merit increases, annual incentive awards and equity grants), but also to conduct a more in-depth review of broader performance and incentive levels periodically. Accordingly, the Committee, along with Willis Towers Watson, its independent compensation consultant, Willis Towers Watson, conducted a comprehensive review of the CEO’s compensation programs during fiscal 2016.consultant. The Committee’s last in-depth review of the CEO’s compensation programs occurred in fiscal 2012; at that time, the Committee increased the CEO’s base salary (but indicated its intent to maintain that salary level for four years) and also made a significant multi-year non-qualified option grant toprovided the CEO (with no future grants contemplatedwith traditional annually awarded long-term incentive opportunities that are focused on high performance and emphasize long-term value creation for approximately four years) in connection with the successful completion of our IPO. Consequently, the Committee had not increased the CEO’s base salary, nor had it granted any equity awards to the CEO, since that time. As part of its in-depth review of the CEO’s compensation programs during fiscal 2016, the Committee reviewed general industry databusiness and peer group comparisons supplied by Willis Towers Watson, which reflected that the CEO’s compensation was now at or below the 25th percentile of such data.our stockholders. As a result, of that review, the Committee approved certain changes to the CEO’s compensation, beginning in fiscal 2017, which are designed to position his total compensation near or slightly abovefor fiscal 2019 was positioned competitive with the median of our peer group comparisons. The Committee believes such changes, which are described below in more detail, to be appropriate in light of the CEO’s performancegroup.

Stockholder Input and contributions to the Company, as well as in order to continue to provide appropriate incentives for him to increase long-term value for our stockholders.

Outreach.The Committee also considers the results of advisory “say-on-pay”“say-on-pay” stockholder votes when making compensation decisions. At the fiscal 20162019 annual meeting, when the Company’s most recent advisory “say-on-pay”say-on-pay vote was held, over 99%87% of shares voting approved the compensation of the Company’s executive officers. Based on the vote, the Committee believes that our stockholders affirmatively support the Company’s executive compensation philosophy, program and decisions. The Company currently holds “say-on-pay”say-on-pay votes every three years,annually, which is consistent with the results of the stockholder advisory vote on the frequency of “say-on-pay” votesadvisory“say-on-frequency” vote that was held at the fiscal 20132019 annual meeting.

As describedFrom time to time we meet or speak with various stockholders to discuss corporate governance, executive compensation and other matters. The board and the Committee have considered, and will continue to seriously consider, feedback from these discussions as we review and evaluate our corporate governance practices and executive compensation programs.

Other Considerations.    The Committee reviews market-based data as one benchmark to provide a reference point for compensation practices as well as a source of comparative information to assist in more detail below, ourdetermining various components of compensation. However, it does not use this information to mathematically calculate compensation program is composednor limit itself to any specified range. The Committee reviews market-based data in general terms and uses its judgment and discretion to address individual circumstances rather than simply targeting a level of elementscompensation that are generally paid onfalls within a short-term or current basis (such as base salaries and annual performance-based awards) and elements that are generally paid out on a longer-term basis (such as long-term equity incentives and retirement benefits). We believe this mixspecific range of short-term and long-term elements allows us to achieve our compensation objectives of attracting and retaining top executives, creating a pay-for-performance culture and emphasizing long-term value creation for us and our stockholders without encouraging unreasonable risk taking. the data.

In addition, as described below, in fiscal 2016 and fiscalDecember 2017, the CompensationTax Cuts and Jobs Act (“Tax Reform”) was enacted in the United States. Among other changes, Tax Reform eliminated prospectively the provisions under Section 162(m) of the Internal Revenue Code that allowed for tax deductions for certain performance-based compensation above the $1.0 million deductibility limit for certain executive officers. Although Tax Reform has substantially changed certain elements of tax deductibility of executive compensation, including the loss of certain deductions keyed to the former specified performance-based standards, the Committee made changesintends to our annual cash incentive and long-term equity incentivecontinue to structure compensation programs that are designed to further our be consistent with itspay-for-performance culture. philosophy; see also “Tax Considerations” below.

Setting Executive Compensation and the Role of Our Executive Officers and Consultants in Compensation Decisions

The Committee or its designated member(s) annually reviews and approves all compensation decisions related to our Named Executive Officers. Near the beginning of each fiscal year, the CEO establishes the AIPs for each executive officer other than himself; the Committee or its designated member(s) establishes the AIPs for the CEO. At the end of the year, prior to making the annual compensation determinations for each executive officer, one or more members of the Committee work together with the CEO to review the performance of the Company and its respective businesses, the role of each executive in the various aspects of that performance and the executive’s level of achievement of his or her AIPs. To assist with this process, our Chief Human Resources Officer compiles data provided by our independent compensation consultant and provides compensation recommendations for the executive officers other than himself. Based on this review and data, the CEO makes recommendations to the Committee as to the compensation of all senior management, including the Named Executive Officers other than himself. The Committee or its designated member(s) considers these recommendations and meets with its compensation consultant independently in making the final determinations. Other than our CEO and Chief Human Resources Officer, none of the other Named Executive Officers had or have any role in determining the fiscal 20162019 compensation of other Named Executive Officers. We anticipate

that the CEO and Chief Human Resources Officer will continue to have a role in setting the compensation for the senior management of the Company other than himself.Company.

From time to time, theThe Committee uses independent compensation consultants to assist in analyzing the Company’s compensation programs and making compensation decisions. The Committee is directly responsible for the appointment, termination, compensation and oversight of the work of any compensation consultants hired by it and considers the independence of any such consultant prior to retention. The Company provides appropriate funding, as determined solely by the Committee, for the payment of compensation to the compensation consultants engaged by the Committee.

For example, in fiscal 2012, in anticipation of our IPO and as part of our planning to transition to becoming a public company, the Company used two different compensation consultants to evaluate various aspects of our compensation programs. Willis Towers Watson was engaged to assess the CEO’s compensation package, as well as directors’ compensation and the level of certain long-term equity awards. In addition, management engaged Meridian Compensation Partners, LLC (“Meridian”), another compensation consultant, to review our officers’ cash and non-cash compensation levels, and their appropriate mix, as compared to officers at other companies in our industry, although we did not aim for specific percentile targets. Meridian also assisted with the original design and implementation of the Rexnord Corporation 2012 Performance Incentive Plan (the “Incentive Plan”) and helped benchmark the initial equity grants under the Incentive Plan. The analyses generated by Meridian were shared with, and considered by, the Committee when making its compensation determinations in fiscal 2012 and subsequent years.

In fiscal 2016 and subsequently, Willis Towers Watson providedprovides ongoing advisory services to the Committee on various aspects of its overall compensation practices, including, but not limited to, its long-term incentive compensation program and the related Performance Incentive Plan, the Company’s new deferred compensation plan and the new compensation program for outside directors as well as the comprehensive reviewdirectors. Willis Towers Watson also provides assistance with reviews of compensation programs for the CEO.CEO and other executive officers. After considering the factors set forth in the SEC and NYSE rules, in accordance with the Committee’s charter, the Committee determined that Willis Towers Watson is sufficiently independent to appropriately advise the Committee on compensation matters and that its relationship with Willis Towers Watson does not give rise to any conflict of interest. Going forward, the Committee expects that it will continue to engage these and other compensation consultants when and as appropriate, and will conduct an assessment of consultants’ independence prior to any such engagement.

Fiscal 20162019 Executive Compensation Components and Determinations

The principal components of our executive compensation program for the fiscal year ended March 31, 2016 are discussed below.

Base Salary. Historically, theThe Committee has reviewedcurrently reviews base salaries (other than for all executives (including the CEO) annually, and madewith base salary adjustments from time to time – for example,typically finalized in connection with promotions and other changes in responsibilities. As discussed above, the Committee now intends to review base salaries annually for all executives and to conduct a comprehensive reviewfirst quarter of the CEO’s salary and other compensation every several years.fiscal year. In determining base salaries, the Committee considers the executive’s responsibilities, experience, skills, sustained level of performance in the job, performance in the prior year, contribution to overall business goals, publicly-available data, information obtained from compensation consultants and the CEO’s recommendations (with respect to executive officers other than himself). Based on the Committee’s subjective review of these factors, the Committeeit determines each Named Executive Officer’s base salary.

For fiscal 2016, the Committee continued the practice it started in fiscal 2012 with respectsalary, which are intended to the CEO’s compensation. In fiscal 2012, based in part on the study by Willis Towers Watson, the Committee structured the CEO’s compensation to be more highly performance-based in order to focus on long-term value creation for stockholders. As such, the Committee set Mr. Adams’ base salary slightly below the peer group market median at that time, but set his annual MICP target cash bonus opportunity above the peer group market median. The Committee believes that this approach promotes its pay-for-performance philosophy. As noted, for fiscal 2017 and going forward, the Committee has changed its approach and will conduct annual reviews and make adjustments, as appropriate.

With respect to the other executives, in fiscal 2016, the Committee approved the cash compensation (base salary and bonus opportunity) as initially presented by management, which reflected the Company’s desire to remain competitive with the market as well as information received from compensation consultants, as discussed above.

Based on the above reviews, the Committee determined the base salaries for the Named Executive Officers as indicated in the following table; the table also contains information showing the percentage change in base salary for each of the Named Executive Officers between fiscal 2016 and fiscal 2015.

During fiscal 2016, the Committee, with the assistance of Willis Towers Watson, and in accordance with its previously disclosed intentions, conducted an in-depth review of the CEO’s compensation programs. It was determined that Mr. Adams’ overall compensation package was at or below the 25th percentile of general industry survey data and peer group comparisons, with his base salary being significantly below market median. As a result, effective for fiscal 2017, the Committee increased Mr. Adams’ base salary to $900,000 to be comparable to the median of general industry survey data but slightly above the median of the peer group comparisons. The Committee believes this increase is appropriate based on Mr. Adams’ performance and contributions to the Company, and in recognition that his base salary had not been increased since 2012.market.

For purposes of its fiscal 2016 review of base salary and other elements of the compensation program, Willis Towers Watson used a peer group of similarly sized industrial manufacturing companies, which consisted of: Actuant Corporation, Acuity Brands Inc., Ametek Inc., Barnes Group Inc., Belden, Inc., Brady Corp., Briggs & Stratton Corporation, Clarcor Inc., Crane Co., Enpro Industries, Inc., Idex Corporation, Kennametal Inc., Lincoln Electric Holdings, Inc., Mueller Industries, Inc., Mueller Water Products, Inc., Nordson Corp., Regal Beloit Corporation, Roper Technologies, Inc., Trimas Corp., Valmont Industries, Inc., Watts Water Technologies, Inc. and Woodward, Inc. (the “Fiscal 2016“Peer Group”). Clarcor, Inc. was removed from the Peer Companies”).Group due to it being acquired by another company.

With respect toBase salary increases for the other Named Executive Officers the Committee determines annualvaried from 3.1% to 4.3%, with base salary increases, if any, during its review processlevels for our executive officers, in or around June each year.aggregate, near the median of the market. For fiscal 2019, Mr. Peterson received aAdams’ base salary increased by 3.2% to $965,000 to continue to be comparable to the median of general industry survey data and competitive with the median of peer group comparisons. The Committee believed this increase was appropriate based on Mr. Adams’ performance and contributions to the Company. Mr. Peterson’s salary increase for fiscal 2016 reflecting2019 reflected his strong performance in fiscal 2018 as well as continued efforts to make his base salary competitive with the pay level of other chief financial officersofficers. The salary increase for Mr. Zaba was intended to reward his strong performance as well as make his performance in fiscal 2015. Messrs. Zababase salary more competitive with the market. The salary increases for Mr. Powers and Jackson joined the Company in fiscal 2015; their salaries were set at the time of their hiring based on the Company’s desire to provide a competitive compensation package and the amount necessary to attract them to join the Company based on negotiations with those persons; as a result of the recent determination of those salary amounts, their fiscal 2016 increases were relatively modest and primarily intended to keep pace with market conditions. Mr. Wehr has been employed by the Company for a longer period of time; his fiscal 2016 salary increase was also set to reflectMs. Whaley reflected competitive market conditions as well as his strongeach officers’ respective performance.

Based on the above reviews, the Committee determined the base salaries for the Named Executive Officers as indicated in the following table:

Annual Performance-Based Awards.    We believe that a substantial portion of our executive officers’ compensation should be variable, based on the Company’s financial performance, and provide an opportunity to earn additional awards in connection with superior business and individual performance.

Cash incentives for our executive officers are principally awarded through the MICP. The MICP is designed to provide our key officers, including our Named Executive Officers, with appropriate variable incentives to achieve and exceed key annual business objectives by providing performance-based cash compensation in addition to their annual base salary. Under the terms of the MICP, participants are eligible to earn variable cash incentives based upon the achievement by the Company or the respective business, as the case may be, of the corporate financial targets established by the Committee and each executive’s individual performance and achievement of AIPs; all amounts awarded under the MICP are also subject to the overall review, approval and potential adjustment by the Committee.

Near the beginning of each fiscal year, the board of directors, based on input from the CEO and CFO, approves the corporate financial performance targets for the Company and each business, and the Committee uses those to set the financial targets under the MICP; theMICP. The Committee or its designee sets the AIPs for our CEO;CEO and our CEO establishes the AIPs for all of the other members of senior management participating in the MICP, including the other Named Executive Officers, participating in the MICP.Officers. In setting the financial targets, the Company considers its strategic plan and determines what achievement will be required on an annual basis to drive to its multi-year performance commitment.

Under the MICP, each participant’s target incentive amount is based upon a specified percentage of the participant’s annual base salary. In making determinations for fiscal 20162019 MICP awards to executive officers and other key personnel, the Committee reviewed, among other factors, the results of the fiscal 2012its compensation consultants’ studies of the Company’s cash compensation, as well as competitive market factors related to hiring new executives.compensation. For fiscal 2016,2019, the target incentive amounts for Messrs. Adams, Peterson, Zaba Wehr and JacksonPowers, and Ms. Whaley were 125%%, 65%70%, 65%70%, 65%55% and 50%55% of base salary, respectively.respectively, and target incentive levels for our executive officers were, in aggregate, near the median of the market. The level for each executive was set so as to incentivize executives to achieve superior corporate and individual results by providing meaningful compensation upon the achievement of established goals.

The fiscal 2016 target incentive level for Mr. Adams was set above the market median of CEOs based on the fiscal 2012 peer company review so as to make his compensation particularly focused on value creation for stockholders.stockholders and was generally in line with that of the Peer Group. However, the Committee also continued itsto limit on the maximum payment (which was set at 250% of his base salary) that couldmay be earned by Mr. Adams under the MICP;MICP, as the Committee believed suchbelieves that a cap on the payment is appropriate for a public company such as ours, butand that the cap is at a sufficiently high level so as to continue to encourage particularly strong performance. DuringBeginning for fiscal 2016,2019, the Committee reviewed Mr. Adams’ target incentive level as part of its in-depth review of the CEO’s compensation programs and was advised that his annual target incentive was generally in line with that of the Fiscal 2016 Peer Companies. Notwithstanding that review, but in view of the resulting changes to his base salary and long-term incentive compensation levels, the Committee maintained Mr. Adams’ target incentive percentage andalso capped the maximum payment percentage for fiscal 2017.under the MICP to the other Named Executive Officers at 250% of each individual’s base salary.

Under the terms of the MICP, each participant is initially entitled to his or her target incentive amount if 100% of the specified performance targets (“Base Targets”) are achieved. For the Named Executive Officers to

be eligible for a minimum incentive under the corporate financial performance metrics, which are subject to adjustment by the Committee in certain extraordinary circumstances, the Company must reach a specified cliff set near the beginning of each fiscal year, which, for fiscal 2016,2019, was at least 90% of either of the respective metrics (which are described in more detail below) with an accelerated payout schedule for attainment as summarized in the below table:

Except with respect to Mr. Adams, the MICP does not set a limit on the maximum incentive opportunity payable withWith respect to the corporate financial performance portion of the incentive formula becauseunder the MICP, the Committee believes that the incentive compensation for the fiscal year should increase incrementally as the level of achievement increases and the Company does not wantthat executives should be encouraged to discourage executives from strivingstrive for superior results. However,While there is a cap on the maximum payout amount to the CEO and other Named Executive Officers, as noted above, the Committee believes the cap is at a sufficiently high level so as to continue to encourage strong performance. The Committee has discretion to increase or decrease the amount actually paid out under the MICP if necessary to account for certain corporateextraordinary events or other factors that may have disproportionately affected the formulaic results or to adjust for how the formulaic results are calculated. In addition, there is generally no minimum incentive payable under the MICP even if 90% or more of the corporate financial performance metrics are achieved because the incentive payment is subject to the individual’s AIP multiplier (also referred to as personal performance multiplier), which could be 0%. In fiscal 2015, Messrs. Zaba and

Jackson were each guaranteed a minimum MICP payout at the prorated target amount pursuant to arrangements that were negotiated at the time of hire, which the Company believed were necessary to attract the individuals to join Rexnord; the guarantees did not apply in fiscal 2016.

After the corporate financial results have been calculated under the MICP, each individual’s personal performance and AIPs are evaluated by the Committee (for the CEO) and by the CEO (for other executive officers), after which the individual’s personal performance multiplier is applied to determine the amount of the incentive earned. The personal performance multiplier could range from 0% to 150%. The Committee believes it is important for the MICP to align each Named Executive Officer’s compensation with histhe officer’s individual, performance andunit, group and/or corporate financial performance. Under the MICP, the personal performance objectives are intended to reinforce cross-functional, business teamwork, should generally tie to strategy deployment objectives and should be aggressive, measureable and critical to success of the Company’s business. Beginning in fiscal 2017, the methodology by which each executive officer’s actual personal performance multiplier is determined is changing with regard to the calculation, although the Committee does not intend for an overall change in compensation levels or practice with respect to the incentives actually being paid. The change is intended to maximize potential available tax deductibility to the Company of the related compensation. Prospectively, forFor executive officers, the personal performance multiplier will remainis between 0% and 150%, but with 150% as the base point, and the Committee using “negative discretion” to reduce the multiplier to the intended level based on the officer’s performance. The Committee does not intend for this change, by itself,A performance multiplier of 100% is used to increase levelsdenoteon-target achievement of incentive compensation paid or to change its approach in determining the actual multiplier to be used for each individual.goals.

As noted above, Base Targets under the MICP are comprised of Company, or the respective business, financial performance metrics and individual AIPs. For participants whose MICP performance is tied specifically to the Company’s consolidated financial performance, including Messrs. Adams, Peterson and Jackson,Powers, and Ms. Whaley, the specific metrics in fiscal 20162019 were based on consolidated EBITDA and Unlevered Free Cash Flow, each weighted at 50%. For the MICP, we generally define EBITDA as net income plus interest, income taxes, depreciation and amortization, plus adjustments for restructuring, stock-based compensation expense, other (income) expense, LIFO (income) expense,un-budgeted acquisitions and othernon-recurring items, translated at constant currency as used for internal management reporting. We define Unlevered Free Cash Flow, for purposes of the portion of the MICP based on consolidated Company performance, as cash flow from operations less capital expenditures (net of proceeds from the sale of fixed assets, if any), as adjusted for cash interest on the Company’s outstanding debt obligations (to simulate a debt-free capital structure),un-budgeted acquisitions non-cash excess tax benefits on stock option exercises, the impact of foreign currency translation and, when appropriate, othernon-recurring items, translated at the constant currency used for internal management reporting, which in fiscal 2016 included investments for the Company’s supply chain optimization and footprint repositioning initiative.reporting. While the MICP metrics may be measured at various levels within the organization, the mechanics of and adjustments to the calculations are substantially the same for all participants in the MICP.

In fiscal 2016,2019, the Company again used EBITDA in the MICP because it believes EBITDA is an important supplemental measure of performance and is frequently used by analysts, investors and other interested parties in evaluating companies in our industry. Further, the Company used EBITDA because it is used by the Company’s lenders, and often compared by analysts and investors, in evaluating our ability to meet debt service obligations. The Committee also used Unlevered Free Cash Flow as aan additional metric under the MICP in fiscal 2016 because the Committee believes it represents the ability to generate cash and, therefore, potentially improve profits, and because it eliminates the impact of cash interest, over which management has relatively little control. It also provides increased transparency around operating cash flow generation and, therefore, aligns the Named Executive Officers’ incentive compensation with a measure over which they more directly control.

Based on its desire to further strengthen the Company’s pay-for-performance philosophy and drive superior operating performance, the Committee modified the group level metrics under the MICP for fiscal 2016. For MICP participants who are not on the consolidated plan, including Messrs.Mr. Zaba, and Wehr, the specific fiscal 20162019 financial metrics were based 100%40% on Group EBITDA and 40% on Group Operating Cash Flow (defined as the group level EBITDA plus or minus the change in inventory) for the respective business. Thebusiness, and 20% on consolidated EBITDA. In furtherance of itspay-for-performance philosophy and with the intent to drive superior operating performance, the Committee chose this measurethese measures for each

respective business because it believes it correlatesthey correlate to the Company’s strategic goals and alignsalign stockholders’ interests with thatthose of management. The Committee believes that a Company-wide performance factor (consolidated EBITDA) provides an appropriate tie to overall performance to enhance the participants’ stake in the results of the Company as a whole.

The Committee’s intention in setting the Base Targets under the MICP for fiscal 20162019 was to provide strong incentive for the executives to perform at a high level and create value for our stockholders in order for any annual incentives to be earned, thereby requiringearned. Accordingly, an exceptional level of performance to attain or exceed the target level without setting so high ofwould be required, but such targets that they would not bealso remain practically attainable or that it would encouragein order to discourage excessive risk-taking to achieve them. The Committee established the targets for fiscal 20162019 near the beginning of the fiscal year. After each fiscal year, the Committee makes a determination as to whether the targets were met, and determines the extent, if any, to which the target incentives should be paid based on these results and other factors. In addition, under the MICP, if any acquisition or disposition of any business by the Company, merger, consolidation,split-up,spin-off, or any unusual or nonrecurring transactions or events affecting the Company, or the financial statements of the Company, or change in applicable laws, regulations, or accounting principles occurs such that an adjustment is determined by the Committee to be appropriate, then the Committee will, in good faith and in such manner as it may deem equitable, adjust the financial targets of the MICP or modify the payouts thereunder. When determining fiscal 2016No adjustments were made to the financial targets or results for the metrics underof the MICP for fiscal 2019.

Under the Committee made an adjustment toconsolidated plan for fiscal 2019, the Base Target for consolidated EBITDA was set at $428 million and the Base Target for Unlevered Free Cash Flow to exclude cash recoveries under the Continued Dumping and Subsidy Offset Act. The net effect of the adjustment was to marginally decrease the Unlevered Free Cash Flow results. No discretionary adjustments were made with respect to the results of specific businesses.set at $267 million.

With respect to consolidated results, the Committee determined that the Company consolidated EBITDA for purposes of the MICP for fiscal 20162019 was below$443 million, or 104% of the cliff and did not generate a payout,target, and that Unlevered Free Cash Flow for purposes of the MICP for fiscal 20162019 was $295 million, or 110%111% of the target, which generated a payout amount of 125% of target. As a result, under the MICP formula, the consolidated corporate financial performance factors generated a payout amount of 62.5%120% of the target at the consolidated level. The financial performance metrics for the applicable businessesbusiness for Mr. Zaba resulted in a payout amountsamount of 60% and 110%100% of target for Messrs. Zaba and Wehr, respectively.target.

As mentioned above, aggregate incentives under the MICP are weighted to include corporate or specific business financial performance metrics, as well as personal performance; thus, the results under the corporate financial metrics are subject to increase or decreasechange based on the personal performance multiplier and achievement of AIPs. For fiscal 2016,2019, Mr. Adams’ AIPs focused on overall growth and performance of the Company, and increasing organizational capabilities; Mr. Peterson’s AIPs focused on compliance, cost savings and the financial strength and systems of the Company; Mr. Zaba’s AIPs focused on overall growth and performance of the Power Transmission business; Mr. Wehr’sPowers’ AIPs focused on overall growthbuilding organizational capabilities, leadership succession and performance of the Zurn business;talent management; and Mr. Jackson’sMs. Whaley’s AIPs focused on mergerslegal and acquisitions targeting inorganic growth.regulatory compliance as well as risk management.

After completion of the fiscal year, the Committee reviewed the CEO’s level of personal performance and the achievement of AIPs. Additionally, the Committee, along with input from the CEO, reviewed the remaining Named Executive Officers’ level of personal performance and the achievement of AIPs. For fiscal 2016,2019, the personal performance multipliers for the Named Executive Officers other than the CEO varied from 1.071.06 to 1.13,1.18, and the CEO achieved 1.20.

Utilizing the corporate and specific business financial targets, as the case may be, and the personal performance multiplier results, the incentive payments under the MICP for fiscal 2019 were: $703,125$1,737,000 for Mr. Adams; $186,469$525,690 for Mr. Peterson; $169,190$411,038 for Mr. Zaba; $289,575$277,741 for Mr. Wehr;Powers; and $118,148$293,218 for Ms. Whaley.

For fiscal 2020, the financial metrics for executive MICP participants on the consolidated plan continue to be based on consolidated EBITDA and Unlevered Free Cash Flow and for those who are not on the consolidated plan, including Mr. Jackson, respectively.Zaba, the metrics are based 40% on Group EBITDA, 20% on Group Operating Cash Flow and 20% on core growth percentage for the relevant business, and 20% on consolidated EBITDA.

Bonuses.In addition to annual incentive awards under the MICP, the Committee has the authority and discretion to award bonuses or additional performance-based compensation to our executives if the Committee determined that a particular executive has greatly exceeded his or her objectives and goals or made a unique contribution to the Company during the year, or as other circumstances warrant, such as in connection with

recruiting executives to join, or incentivizing them remain with, the Company. No discretionary bonuses were awarded to our Named Executive Officers in fiscal 2016.2019.

Long-Term Equity Incentive Awards. The Company and the Committee provide incentives that link our Named Executive Officers’ compensation to the returns experienced by our stockholders, primarily through awards under the Performance Incentive Plan. WhileThe Performance Incentive Plan is intended to provide performance incentives to our officers, employees and certain previously grantedothers by permitting grants of equity awards and performance-based cash awards to such persons, to encourage them to maximize our performance and to create value for our stockholders. The types of permitted awards include stock options, remain outstanding understock appreciation rights, stock bonuses, restricted stock and RSUs, performance stock and PSUs, stock units and other similar rights to purchase or acquire shares, as well as cash awards. Awards may vest, over time, upon the Rexnord Corporation 2006 Stock Optionoccurrence of one or more events or by the satisfaction of performance criteria, or any combination thereof. The Performance Incentive Plan (as amended,is administered by the “2006 Option Plan”), no further awards may be made under the 2006 Option Plan.Committee. At the annual meeting, we are asking our stockholders to approve amendmentsthe amendment to, and restatement of, the Performance Incentive Plan so that we can continue to offer these types of incentives. For more information, see “Proposal 2:3: Approval of the Amendment to, and Restatement of, the Rexnord Corporation Performance Incentive Plan” below.

The Committee generally intends to useuses an annual grant schedule for equity awards. Typically, those grants are made in Maythe first quarter of each fiscal year, shortly following the announcement by the Company of the prior year’s earnings;results; the Committee expects to continue that practice in the future. The Committee may also make other such grants from time to time which the Committee currently expects to be evaluated on a quarterly basis, based on various facts and circumstances, including but not limited to new hires, changes in roles or responsibilities, individual performance, specific achievements and other associate retention considerations. The Committee believes that equity-based awards play an important role in fostering apay-for-performance culture, in which incentives are created for our executives to maximize Company performance and align the interests of our executives with those of our stockholders.

Incentive Plan

The Incentive Plan is intended to provide performance incentives to our officers, employees, directors and certain others by permitting grants of equity awards and performance-based cash awards to such persons, to encourage them to maximize our performance and to create value for our stockholders. The Incentive Plan permits the grant of awards that may deliver up to an aggregate of 8,350,000 shares of common stock, subject to limits on the number of shares that may be delivered pursuant to incentive stock options, on the shares that may be delivered on the awards to any individual in a single year and on the number of shares that may be delivered on certain awards that are performance-based awards, within the meaning of Section 162(m) of the Internal Revenue Code. We are asking for stockholder approval of the amendment to, and restatement of, the Incentive Plan at the annual meeting to, among other changes, increase the number shares authorized for future issuance under the Incentive Plan by 3,800,000 shares. The types of permitted awards include incentive and non-qualified stock options, stock appreciation rights, stock bonuses, restricted stock and restricted stock units, performance stock and performance stock units, stock units, phantom stock, dividend equivalents and other similar rights to purchase or acquire shares, as well as cash awards. Awards may vest, over time, upon the occurrence of one or more events or by the satisfaction of performance criteria, or any combination thereof. To the extent that awards are performance-based, they may be based on one or more criteria. In addition to common stock, awards may also be made in similar securities whose value is derived from our common stock or as cash awards.

Importantly, awards with respect to which the grant, vesting, exercisability or payment depend on the achievement of performance goals, such as PSUs (whichFor fiscal 2019, the Committee, began using in fiscal 2016), and awards that are options or stock appreciation rights granted to officers and employees are intended to satisfy the requirements for “performance-based compensation” under Section 162(m)furtherance of the Internal Revenue Code. The Incentive Plan is administered by the Committee.

In fiscal 2012, in connection with our IPO, we granted Mr. Adams a stock option award to acquire up to 937,000 shares of our common stock in order to recognize and reward Mr. Adams’ efforts and success over the years leading up to the offering and to provide him with a significant level of potential stock ownership so as to strengthen the alignment of his interests with those of our stockholders. The option was granted at an exercise price of $18.00 per share, which was the per share IPO price for our common stock. Similarly, in fiscal 2013, Mr. Peterson was granted an option to purchase 225,000 shares with an exercise price of $22.03 per share, the closing price on the grant date. The options granted to Messrs. Adams and Peterson have a maximum term of ten

years after the grant date; 50% of the options vested three years after the grant date and the remaining 50% vests five years after the grant date. At the time, the Committee intended these grants to be multi-year grants. However, in view of his performance since the fiscal 2013 grant and the desirability of providing additional incentive tied to metrics that are intended to increase alignment with stockholders’ interests, the Committee decided to make an equity grant to Mr. Peterson in fiscal 2016. As noted and described above, the Committee did not make an equity grant to Mr. Adams in fiscal 2016, but has done so in fiscal 2017 and expects to continue to do so annually.

For fiscal 2016, the Committee, to further its emphasis on performance-based compensation, reviewed its long-term incentive approach and current market practices with input from Willis Towers Watson. As a result of that review, the Committee modified its long-term incentive strategy to include grants ofagain granted PSUs (the “fiscal 2019 PSUs”) that vest (or will be forfeited) based in part on the relative TSRspecified performance goals. Vesting of 50% of the Company’s common stock as comparedvalue of the fiscal 2019 PSUs continues to the companies in the S&P 500 Industrial Sector Index during a three-year performance period, and in partbe based on goals related to absolute free cash flow conversion. For executive officers, the PSUs replace time-vested restricted stock units (“RSUs”), which were previously granted to certain executive officers. The Committee selected relative TSR as one of the performance metrics for the PSUs to further strengthen the focus on creating stockholder value and selected absolute free cash flow conversion (defined as free cash flow divided by net income before special items) to reward the efficient generation and use of cash, which also aligns with the Company’s long-term strategic plan. ForAs previously disclosed, for vesting of the other 50% of the value of the fiscal 2016, the equity grant allocation formula2019 PSUs, goals related to return on invested capital (“ROIC”) replaced relative total stockholder return (“TSR”). The Committee began using ROIC as a

performance measure for the senior leadership team, including the executive officers, was 70% options and 30%fiscal 2019 PSUs while other equity plan participants received 70% options and 30% RSUs. The Committee believesto help ensure that the addition of PSUs and the related changes to the allocation formula further align the interests of our executives focus on effectively employing capital and creating stockholder value as well as to better align with those of our stockholdersthe Company’s current growth strategy and thus provides additional motivation for our executives to succeed in the long-term.

On May 22, 2015, the Committee granted certain officers and employees an aggregate of approximately 900,000 options to purchase shares of common stock, approximately 50,000 PSUs and approximately 55,000 RSUs under the Incentive Plan, including to the Named Executive Officers as follows: 75,574 options and 8,400 PSUs to Mr. Peterson; 33,063 options and 3,675 PSUs to Mr. Zaba; 30,702 options and 3,412 PSUs to Mr. Wehr; and 25,978 options and 2,887 PSUs to Mr. Jackson. Mr. Adams did not receive an equity grant in fiscal 2016 because he received a multi-year grant in fiscal 2012. The May 2015 options were granted at $25.77 per share, which was the closing trading price on the NYSE on the date of the grant, vest ratably over three years after the grant date and have a maximum term of ten years after the grant date.absolute free cash flow conversion goals. The PSUs have 100% cliff vesting after three years and can be earned at levels between 0% and 200% based on the degree of satisfaction of the performance conditions. See

Beginning for fiscal 2019 grants, RSUs that vest based on continued employment were added to our executive officer long-term incentive mix in order to better align management with the long-term interests of stockholders, provide retention incentives and maintain a market-competitive compensation structure. The RSUs vest in three equal installments on the anniversary of the grant date.

The Committee also again granted options, with an exercise price equal to the “Outstanding Equity Awards at Fiscal 2016 Year-End” tableCompany’s closing stock price on the grant date, that vest ratably over three years after the grant date and have a maximum term of 10 years after the grant date.

For fiscal 2019, the equity grant allocation formula for information regarding the performancesenior leadership team, including the executive officers, was 50% PSU, 25% RSUs and 25% options (as compared to 50% options and 50% PSUs in fiscal 2018), while other equity plan participants received 40% options and 60% RSUs. Target long-term incentive compensation levels for our executive officers were, in aggregate, above the median of the market, in furtherance of our compensation philosophy. The Committee believes that the use of PSUs asand the allocation formulas discussed above further align the interests of our executives with those of our stockholders, support our talent strategy, enhance retention opportunities, provide additional motivation for our executives to succeed in the long-term and maintain market competitiveness.

The expected value of the endequity grants to Mr. Adams in fiscal 2019 was set above the median of the Peer Group, which the Committee believed to be appropriate to reinforce its focus on incentive-based compensation, to further itspay-for-performance philosophy and to provide appropriate incentives to increase long-term stockholder value.

On May 25, 2018, the Committee granted certain officers and employees an aggregate of approximately 0.6 million options to purchase shares of common stock, approximately 0.2 million PSUs and approximately 0.3 million RSUs under the Performance Incentive Plan, including to the Named Executive Officers as follows: 90,802 options, 66,586 PSUs and 33,293 RSUs to Mr. Adams; 22,994 options, 16,863 PSUs and 8,432 RSUs to Mr. Peterson; 20,046 options, 14,701 PSUs and 7,351 RSUs to Mr. Zaba; 11,792 options, 8,648 PSUs and 4,324 RSUs to Mr. Powers; and 10,022 options, 7,350 PSUs and 3,676 RSUs to Ms. Whaley. The options were granted at $28.91 per share, which was the closing trading price on the NYSE on the date of the grant, and vest ratably over three years after the grant date; the PSUs can be earned at levels between 0% and 200% based on satisfaction of the previously disclosed performance conditions during the fiscal 2016.2019 to fiscal 2021 performance period; and the RSUs vest in three equal annual installments on the anniversary of the grant date, assuming continued service.

The Committee intends to continue to make annual or regularly recurring grants of equity awards to our Named Executive Officers and other officers, key employees, directors and consultants. As mentioned above, as partIn furtherance of its in-depthourpay-for-performance philosophy, and after a review of competitive practices, the CEO’s compensation in fiscal 2012, Mr. Adams received a significant grant of options in connection withCommittee is modifying the IPO, with the intention that he would not generally be eligible to receive additional equity awards for four years thereafter, and with the expectation that another significant equity grant would be issuedallocation formula for fiscal 2020 for executive officers to Mr. Adams inincrease the portion of the equity award granted as PSUs to drive even greater alignment between senior management and the long-term interests of stockholders. As a result, the equity grant allocation formula for executive officers for fiscal 2020 consists of 60% PSUs and 40% RSUs.

On May 2016.

In May 2016,13, 2019, the Committee granted certain officers and employees an aggregate of approximately 2,567,8790.1 million options to purchase shares of common stock, approximately 219,2660.3 million PSUs and approximately 111,0460.4 million RSUs under the Performance Incentive Plan, including to the Named Executive Officers as follows: 1,092,044 options91,636 PSUs and 134,851 PSUs61,091 RSUs to Mr. Adams; 98,284 options23,455 PSUs and 12,137 PSUs15,637 RSUs to Mr. Peterson; 81,904 options19,855 PSUs and 10,114 PSUs13,237 RSUs to Mr. Zaba; 46,412 options11,018 PSUs and 5,731 PSUs7,346 RSUs to Mr. Wehr;Powers; and 43,682 options9,600 PSUs and 5,394 PSUs6,400 RSUs to Mr. Jackson. These options were granted at $19.70 per share, which was the closing trading price on the NYSE on the date of the grant, vest ratably over three years after the grant date and have a maximum term of ten years after the grant date.Ms. Whaley. The PSUs have 100% cliff vesting after three years and can be earned at levels between 0% and 200% based on satisfaction of the performance conditions.

conditions during the fiscal 2020 to fiscal 2022 performance period (the “fiscal 2020 PSUs”); and the RSUs vest in three equal annual installments on the anniversary of the grant date, assuming continued service. For the fiscal 2020 PSUs, 50% of the value of PSUs is again based on goals related to absolute free cash flow conversion goals and 50% is based on goals related to ROIC.

The three-year performance period for the PSUs granted in fiscal 2017, covering fiscal 2017 through fiscal 2019 (the “fiscal 2017 PSUs”), concluded on March 31, 2019. Vesting of the fiscal 2017 PSUs was based on the relative TSR of the Company’s common stock as compared to companies in the S&P 1500 Industrials Index and on goals related to absolute free cash flow conversion. The PSUs granted to executive officers,could have been earned at levels between 0% and 92,044200% based on satisfaction of the options granted to Mr. Adams, are contingentperformance conditions during the performance period. Based on stockholder approvalperformance on both metrics, which is described below, the fiscal 2017 PSUs vested and paid out, in aggregate, at 148% of target value.

For the portion of the amendmentfiscal 2017 PSUs that could be earned based on relative TSR performance, the Committee set threshold (50% payout), target (100% payout) and maximum (200% payout) performance levels that corresponded to and restatementthe percentile rank of the Incentive PlanCompany’s TSR as compared to companies in the S&P 1500 Industrials Index during the three-year performance period. The Committee determined that there would not be any payout on this portion of the 2017 PSUs if the TSR of the Company’s common stock during the three-year performance period was below a threshold level of performance. Assuming the achievement of the threshold level of performance, the payout for this portion of the PSUs is determined linearly between the performance levels. The threshold level of performance was set equal to a relative TSR for the Company’s common stock at the annual meeting.

During fiscal 2016, as part25th percentile of its reviewcompanies in the S&P 1500 Industrials Index. In order to achieve a payout at the target level for this portion of the compensation programsfiscal 2017 PSUs, the TSR of the Company’s common stock was required to be at the 50th percentile of companies in the S&P 1500 Industrials Index. To achieve a payout at the maximum level, the TSR of the Company’s common stock was required to be at the 75th percentile of such index. The Committee believed that the performance levels discussed above and related payouts provided appropriate levels of incentives to drive stockholder value.

The TSR of our common stock during the three-year performance period was between the threshold and target levels. As a result, the portion of the fiscal 2017 PSUs based on this metric paid out after certification by the Committee.

Free cash flow conversion for purposes of the fiscal 2017 PSUs means the ratio of adjusted free cash flow to net income for the CEO,three-year performance period. Adjusted free cash flow is measured as cash flow from operations as adjusted for capital expenditures, unbudgeted acquisitions,non-cash excess tax benefits on stock option exercises and othernon-recurring items, translated at constant currency as used for internal management reporting. Net income is calculated in accordance with data provided by Willis Towers Watson,U.S. GAAP, as adjusted for unbudgeted acquisitions and othernon-recurring items.

For the portion of the fiscal 2017 PSUs that could be earned based on absolute free cash flow conversion performance during the three-year performance period, the Committee also set threshold (50% payout), target (100% payout) and maximum (200% payout) performance levels. Similar to the discussion above, the Committee determined that beginning inthere would not be any payout on this portion of the fiscal 2017 Mr. Adams would receive annual equity grants in connection with and on similarPSUs if absolute free cash flow conversion was below a threshold level of performance. Assuming the achievement of the threshold level of performance, vesting criteria asthe payout for this portion of the PSUs is also determined linearly between the performance levels. The threshold level of absolute free cash flow conversion during the three-year performance period was set at 108%, which represented a level below the projections within the Company’s other executive officers so asapproved three-year strategic plan. In order to provide regularly recurring incentives andachieve a payout at the target level for this portion of the fiscal 2017 PSUs, the Company’s absolute free cash flow conversion was required to be able to respond more quickly to intervening developments, if appropriate. The expected value118%, which was deemed appropriate in that it required achievement of the equity grantsprojections within the strategic plan. To achieve a payout at the maximum level required absolute free cash flow conversion of 122%, which was considered a significant stretch and difficult to Mr. Adamsachieve because the amounts exceeded the projections in the strategic plan.

For the fiscal 2017 was set aboveto fiscal 2019 performance period, absolute free cash flow conversion performance exceeded the medianmaximum level. Therefore, the portion of the fiscal 2017 PSUs that could be earned based on this metric vested and paid out at 200% of target value, after certification by the Committee.

See also the “Outstanding Equity Awards at Fiscal 2016 Peer Companies, which2019Year-End” table for information regarding outstanding equity awards and the Committee believes is appropriate to reinforce its focus on incentive-based compensation, to further its pay-for-performance philosophy and to provide appropriate incentives to increase long-term stockholder value, and in considerationperformance of the absencefiscal 2018 and fiscal 2019 PSUs as of equity grants to him in the previous fourend of fiscal years.

2006 Option Plan

Equity awards granted under the 2006 Option Plan were generally provided through grants of options to purchase shares of our common stock. In connection with our IPO, all outstanding unvested options under the 2006 Option Plan were amended to vest solely based on continued employment with the Company over the vesting period. As discussed above, grants are no longer made under the 2006 Option Plan.2019.

Stock Ownership Requirements for Executive Officers. The Committee has adopted stock ownership guidelines for our executive officers, including the Named Executive Officers, to align their interests with the long-term interests of our stockholders and to encourage significant levels of stock ownership. The guidelines are expressed as a multiple of an executive’s base salary. The guidelines require the CEO to own Rexnord stock with a market value equal to six times his base salary and require the executive officers other than the CEO to own three times their base salary within five years of the adoption of the guidelines. Shares owned, performance shares once earned and vestedin-the-money stock options are included in determining the executives’ level of ownership. As of the May 31, 2016 Record Date, foursix of our executive officers, including the CEO, had met the stock ownership guidelines, and the Company believes that all of the executives will have met their stock ownership guidelines within the specified five-year window.

EmploymentClawback Policy. Pursuant to the Company’s Executive Compensation Clawback Policy, if the Company is required to restate its financial results as a result of materialnon-compliance with financial reporting requirements, the Committee will review cash incentive compensation and equity-based compensation (“Incentive Compensation”) that was paid to the Company’s current and former executive officers based on the achievement of specific corporate financial goals during the period of the restatement. If any Incentive Compensation would have been lower had it been calculated based on the Company’s restated financial results, the Committee may, as and to the extent it deems appropriate, recover all or any portion of Incentive Compensation paid in excess of what would have been paid based on the restated financial results. The Committee may seek the recovery of Incentive Compensation for up to three years preceding the date on which the Company is required to restate its financial results. In addition, the Company may take such other disciplinary action, including under other Company policies, against any executive officer whose misconduct led to the restatement as it deems necessary and appropriate, including termination of employment and/or appropriate legal action.

This policy applies in addition to any right of recoupment against the Company’s Chief Executive Officer and Chief Financial Officer pursuant to the Sarbanes-Oxley Act of 2002. The policy does not apply in any situation where a restatement is not the result of materialnon-compliance with financial reporting requirements, such as any restatement due to a change in applicable accounting rules, standards or interpretations, a change in segment designations or the discontinuance of an operation.

Anti-Hedging and Anti-Pledging Policies.The Company’s Insider Trading Policy expressly prohibits directors, officers and employees from engaging in any hedging or monetization transactions that are designed to hedge against a decrease in the price of the Company’s common securities, such aszero-cost collars and forward sale contracts. Further, the Insider Trading Policy prohibits directors, officers and employees from holding Company securities in a margin account, pledging Company securities as collateral for a loan or taking out loans against 401(k) Plan balances invested in the Rexnord Stock Fund.

Employment-related Agreements; Severance and Change in Control Arrangements; Other Benefits Uponupon Termination. Historically, the Company generally has not entered into employment agreements with its domestic employees, including with its executive officers in the United States, because the Company believed that management and executives should be treated similarly to other employees and should be subject toat-will employment. Instead, the Company had employment offer letters to set forth the initial terms and conditions of employment, but generally those did not have continuing obligations. That said, the Company has, from time to time, entered into employment agreements or letter agreements related to employment arrangements, including

with its Chief Executive Officer and in connection with acquisitions or significant transactions, in order to retain key individuals.

The Committee has regularly considered whether employment agreements should be adopted more broadly than was the case with its historic practice. One such occasion for doing so was the evaluation of our compensation program following the IPO. In connection with that evaluation and recognizing the new context of being a public company, in November 2012, the Company entered into employment agreements with its three executive officers at the time, including Messrs. Adams and Peterson. Thea new letter agreement with Mr. Adams which includes change in control provisions, was amended in fiscal 2016regarding his continuing employment on December 13, 2018, to extend its initial term for an additional three years, through November 2018. The agreement with Mr. Peterson is being replaced in fiscal 2017 with the change in control and severance arrangements discussed below.

The Company has also entered into change in control, severance and/or retention agreements with other key employees from time to time. For example, in fiscal 2013, in connection with our board of directors’ now-completed evaluation of strategic alternatives for the Company, we entered into retention bonus and change in control severance agreements (“retention and change in control agreements”) with certain key employees, including two of our current executive officers (neither of whom was an executive officer at that time). The retention and change in control agreements were intended to help ensure that the Company continued to retain the services of these key employees, as well as to motivate these individuals, during and after the strategic review process. Under the retention and change in control agreements, each such employee was entitled to receive a

stated cash payment upon the earlier of a change in control of the Company (as defined in the agreement) or two years from the date of the agreement, provided that the individual remained employed by the Company through such date and met other stated conditions. In fiscal 2015, the retention benefits under the retention and change in control agreements for Mr. Wehr and one other executive officer vested and they received the stated cash payouts; there are no further retention benefits under those agreements. The retention and change in control agreements also had ongoing provisions related to potential payments upon a change in control of the Company. Executive officers who were hired after the board of directors’ now-completed evaluation of strategic alternatives, including Messrs. Zaba and Jackson, did not havereplace his former employment agreements or retention and change in control agreements because the Committee had not approved such agreements in the absence of a specific ongoing evaluation process, and, therefore, these officers had the same severance benefits available to the Company’s other, non-executive salaried employees.agreement.

To provide morefor uniform treatment of our executive officers, and as part of the Committee’s review of benefits to help assure they remain at appropriate levels, in fiscal 2017, the Company adoptedhas an Executive Change in Control Plan and an Executive Severance Plan, both of which apply to all executive officers other than(including the CEOCEO) and to certain other key employees;employees. Mr. Adams became covered by these plans in connection therewith, the outstanding employment and retention and change in control agreements with such persons (otherDecember 2018, although at somewhat higher benefit levels than with the CEO) are being terminated.other participants. The Committee periodically reviews these benefits to help assure that they remain at appropriate levels. The Executive Change in Control Plan provides potential benefits that are generally consistent with benefits that would have been provided under the prior executive arrangements, with certain adjustments, including the removal of the annual target bonus from the determination of the amount of severance payments and the removal of the rights to receive any prior year unpaid bonus and to receive apro-rated annual bonus for the year of termination. In fiscal 2019, the Company further revised the Executive Change in Control Plan to provide that, in the event of a qualifying termination, unvested long-term incentive awards that vest and are earned depending on the attainment of certain performance criteria would vest and be earned at the greater of the (i) target performance level or (ii) actual performance measured through the date of the qualifying termination or, in the event of a qualifying termination prior to a change in control, the date of the change in control. The Executive Change in Control Plan previously provided that such awards would vest at the target performance level. The Executive Severance Plan formalizes the Company’s practices in the event of a termination of an executive officer without cause other than in connection with a change in control transaction and sets uniform benefits levels, whereas the Company’s general severance practices typically vary based on years of service.

The Committee believes it is important to have employmentemployment-related letter agreements, and change in control and severance arrangements, to help assure the Company of the continuing availability of the Named Executive Officers’ and other key employees’ services over a period of time and to protect the Company from competition post-employment, as well as to help assure that those individuals will not be distracted by personal interests in the case of a potential acquisition of Rexnord and to maintain their continuing loyalty to the Company. The change in control provisions in the executives’ employment agreements and the Executive Change in Control Plan utilize a “double trigger” before benefits are payable because the Committee did not believe it was appropriate to provide benefits simply upon the change in control if employment is not affected.

For more information regarding the employment agreements,letter agreement with our CEO, the Executive Change in Control Plan and the Executive Severance Plan, see “Executive Compensation—Employment-Related Agreements and Potential Payments Uponupon Termination or Change in Control” below.

In addition, for all officers and employees, including the Named Executive Officers, outstanding optionsequity awards granted under the 2006 Option Plan may, and outstanding equity awards granted in fiscal 2016 and prior years under thePerformance Incentive Plan will, become fully vested immediately (with PSUs generally vesting at target) if Rexnord experiences certain liquidity events, such as being acquired, as set forth in those plans. However, assuming stockholder approval of the amendment to, and restatement of, the Incentive Plan, awards granted insince fiscal 2017 and in the future will have a “double trigger” and willdo not immediately vest on a liquidity event, such as the Company being acquired, unless certain other conditions, such as a loss of employment, are met. Awards granted prior to fiscal 2017 become fully vested immediately if Rexnord experiences certain liquidity events or corporate transactions; however, most of these awards have already vested due to the passage of time.

Retirement Benefits. Each of our Named Executive Officers participates in qualified defined contribution retirement plans maintained by the Company on substantially the same terms as other participating employees. Mr. WehrMs. Whaley also participates in the legacy RexnordNon-Union Pension Plan (the “Pension Plan”). None; however, none of the other Named Executive Officers participatesparticipate in any qualified or nonqualified defined benefit pension plans of the Company because participation in the Pension Plan was closed to new employees prior to their respective hire dates.

Benefit payments under the Pension Plan are generally based on average annual compensation – including overtime pay and certain other forms of compensation reportable as wages taxable for federal income tax purposes, but excluding severance payments, amounts attributable to our equity plans and any taxable fringe

benefits – for the five consecutive years within the last ten10 consecutive years preceding termination of employment that produce the highest average. The Pension Plan’s benefits formula also integrates benefit formulas from certain prior plans of former affiliates in which certain participants may have been entitled to participate. Benefits are generally payable as a life annuity for unmarried participants and on a 50% joint and survivor basis for married participants. The full retirement benefit is payable to participants who retire on or after age 65, and a reduced early retirement benefit is available to participants who retire on or after age 55 with 10 years of service. No offsets are made for the value of any social security benefits earned. Benefits under the Pension Plan are frozen except that former participants in one prior plan who were at least age 40 on December 31, 2009, including Mr. Wehr,Ms. Whaley, continue to have additional compensation taken into account and will receive benefits based on the five consecutive years within the final ten10 consecutive years preceding termination of employment that produce the highest average annual compensation.

Nonqualified Deferred Compensation.To The Rexnord Corporation Deferred Compensation Plan (the “Deferred Plan”)is intended to further enhance executive officers’ and other participants’ ability to defer compensation to permit long-term savings, the Company adopted the Rexnord Corporation Deferred Compensation Plan (the “Deferred Plan”), effective January 1, 2016.savings. Pursuant to the Deferred Plan, officers of the Company, including the Named Executive Officers, and other employees selected by the Compensation Committee for participation (“Eligible Participants”) may elect to defer payment of up to 75% of their base salary, annual cash incentive bonus and hiring bonus. Under the Deferred Plan, the Company makes matching contributions equal to 50% of the first 8% of base salary or bonus that each Eligible Participant defers under the Deferred Plan, with the amount of the Company match being capped at 4% of an Eligible Participant’s base salary. In addition, under the Plan, each Eligible Participant is eligible to receive a personal retirement account (“PRA”) contribution from the Company for compensation that is above the compensation limit set forth in Internal Revenue Code Section 401(a)(17). PRA contributions, if any, are made at the Company’s discretion each quarter and range from 0% to 3% of compensation. Company contributions credited to an Eligible Participant’s account will be vested once he or she has been an Eligible Participant for three years.

Eligible Participants may direct the manner in which amounts credited to their accounts are deemed invested by choosing from among investment alternatives that generally parallel those offered under the Company’s 401(k) Plan (except that the Rexnord Stock Fund and any collective investment trusts are not offered under the Deferred Plan). Deemed earnings and losses are periodically credited to Eligible Participants’ accounts based on the investment experience of their deemed investments. Each Eligible Participant may elect to have deferred amounts (as adjusted to reflect deemed earnings experience) distributed after the Eligible Participant’s separation from service in the form of a lump sum payment or in annual installment payments over a period of 5 or 10 years, with certain exceptions for separation from service prior to the attainment of age 60 or upon death. In any event, payments triggered by a separation from service generally will be delayed for six months following such separation as required under Internal Revenue Code Section 409A. Upon the death of an Eligible Participant or a change in control of the Company, an Eligible Participant’s remaining account balance will be distributed in a lump sum.

Other Personal Benefits. The Company and its subsidiaries provide the Named Executive Officersexecutive officers with personal benefits, such as reimbursement of travel expenses, automobile-related benefits, club dues, estate, tax and financial planning assistance (in the case of financial planning assistance, either paid for by the Company or reimbursed up to $15,000 per year) and moving, relocation and temporary housing expenses and reimbursements, when appropriate, all of which the Company believes are reasonable, competitive and consistent with its overall compensation program. In that regard, the Committee has periodically reviewed the benefits provided to the Named Executive Officers. In particular, during fiscal 2016,2019, benefits to the Named Executive Officers included, varying on the particular executive officer, club dues, estate and financial planning assistance, payment for relocation expenses and temporary housing, and an automobile allowance or participation in an automobile leasing program.

Tax Considerations. Prior to Tax Reform, Section 162(m) of the Internal Revenue Code limitslimited the deductibility of compensation in excess of $1.0 million during a fiscal year to certain executive officers of publicly held companies. Exceptions arewere made for,

among other things, performance-based compensation pursuant to plans approved by stockholders. Stock options and PSUs are included in awards that may be performance-based compensation, as are performance-based cash incentives under the Performance Incentive Plan and the Company’s MICP program. The provisions of Section 162(m) did not generally apply to the Company prior to the IPO, and during fiscal 2016 the Company was in a transition period; however, full compliance with Section 162(m) now will be required to maximize deductibility of covered compensation. Appropriate approvals of the 2006 StockPerformance Incentive Plan the Incentive Plan(as well as its

predecessor) and the MICP were obtained prior to the IPO, among other reasons, to qualify for an exception from Section 162(m) for any stock options, PSUs or performance-based cash incentives awarded under the plans. Stockholder approvalAs a result of Tax Reform, the performance-based compensation exception, which permitted deductibility for certain compensation over $1.0 million, was generally eliminated prospectively, subject to transitional provisions for compensation and grants awarded prior to November 2017.

While the Committee intends to be mindful of both the effects of the amendment to, and restatementreduction of the Incentive Plan at the annual meeting is intended to allow full tax deductibility of any performance-based awards granted underand the Incentive Planneed for the next five years.Company to continue to offer competitive compensation notwithstanding Tax Reform, the Committee also expects to continue to include compensation keyed to the Company’spay-for-performance philosophy as a significant portion of executive compensation. During the transition period, the Committee anticipates taking appropriate action to attempt to preserve the deductibility for past awards to the extent reasonably possible and as permitted by transitional provisions. Although the Committee may from time to time determine that compensation above the Section 162(m) threshold is appropriate in certain circumstances (such as CEO compensation, compensation related to the hiring of a new executive or compensation for strong performance), the Committee intendsexpects to continue to be mindful of these limitations and transitional compliance with Section 162(m) as appropriate, going forward.appropriate.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee during fiscal 20162019 was a current or former employee of the Company, nor were there any transactions or relationships involving members of the Compensation Committee that required disclosure under SEC rules.

COMPENSATION COMMITTEE REPORT

The duties and responsibilities of the Compensation Committee of the board of directors are described above under “Corporate Governance—Board Committees—Compensation Committee” and are set forth in a written charter adopted by the board. The charter is available on the Company’s website. The Committee reviews and reassesses this charter annually and recommends any changes to the board for approval.

As part of its duties, the Committee has reviewed and discussed with management the above “Compensation Discussion and Analysis.” Based upon this review and discussion, the Committee recommended to the Company’s board of directors that the “Compensation Discussion and Analysis” be incorporated by reference in the Company’s Annual Report on Form10-K and be included in this Proxy Statement.

Members of the Compensation Committee at the time of the filing of the Annual Report on Form10-K and who approved this report:

Thomas D. Christopoul (Chair)

Paul W. Jones

John M. StropkiRobin A.Walker-Lee

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table presents information about the compensation of our CEO, our CFO and the three executive officers who had the highest compensation of our other executive officers (collectively, our “Named Executive Officers”).

Equity grants to the Named Executive Officers consisted of PSUs, RSUs and stock options in fiscal 2019, and of PSUs and stock options in fiscal 2018 and 2017. The fiscal 20162019 grants of PSUs vest based on goals related to ROIC and absolute free cash flow conversion. The fiscal 2018 and 2017 grants of PSUs vest based on the relative TSR of the Company’s common stock as compared to companies in the S&P 1500 Industrials Sector Index and on goals related to absolute free cash flow conversion. PSUs are reported in column (e), “Stock Awards,” at target; participants can earn twice the number of PSUs granted for performance at maximum. The value of the fiscal 20162019 PSUs at the maximum performance level would be as follows for each individual who was a Named Executive Officer (other thanfor fiscal 2019: Mr. Adams who did not receive equity awards in anyAdams—$3,850,000; Mr. Peterson—$975,000; Mr. Zaba—$850,000; Mr. Powers—$500,000; and Ms. Whaley—$425,000. The value of the years presented):fiscal 2018 PSUs at the maximum performance level would be as follows for each individual who was a Named Executive Officer for fiscal 2018: Mr. Adams—$3,500,016; Mr. Peterson—

$950,000; Mr. Zaba—$800,010; and Mr. Powers—$474,998. The value of the fiscal 2017 PSUs at the maximum performance level would be as follows for each individual who was a Named Executive Officer for fiscal 2017: Mr. Adams—$6,562,672; Mr. Peterson—$480,000;590,660; and Mr. Zaba—$210,000; Mr. Wehr—$195,000; and Mr. Jackson—$165,000.492,220. Grants of RSUs and stock options and RSUs are not subject to performance conditions.

The three-year performance period for the fiscal 2017 PSUs concluded at the end of fiscal 2019. The PSUs vested and paid out at 148% of target value after certification by the Compensation Committee, as discussed above in “Compensation Discussion and Analysis—Fiscal 2019 Executive Compensation Components and Determinations—Long-Term Equity Incentive Awards.”

Please also see the “Grants of Plan-Based Awards in Fiscal 2016”2019” table for further information about equity awards granted in fiscal 2016,2019, “Compensation Discussion and Analysis—General Compensation Philosophy and Objectives of Executive Compensation Programs—CEO Compensation Philosophy” for a discussion of supplemental equity compensation granted to our CEO in fiscal 2017, and the “Outstanding Equity Awards at Fiscal 2016 2019Year-End” table for information regarding all outstanding equity awards at the end of fiscal 2016.

Ms. Whaley has been the Vice President, General Counsel and Secretary of Rexnord since 2002, but is a Named Executive Officer for the first time based on her fiscal 2019 compensation. Therefore, in accordance with SEC rules, information for prior fiscal years is not required to be presented.

*    *    *

Narrative to Summary Compensation Table

The “Summary Compensation Table” above quantifies the value of the different forms of compensation earned by or awarded to our Named Executive Officers in the specified fiscal 2016, 2015 and 2014.years. The primary elements of each Named Executive Officer’s total compensation reported in the table are base salary, long-term equity incentives consisting of PSUs, RSUs and stock options, cash incentive compensation and for certain Named Executive Officers, signing or retention bonuses and/or accrued benefits under Company retirement plans. Named Executive Officers also earned or were paid the other benefits listed in Column (i) of the “Summary Compensation Table.”

The “Summary Compensation Table” should be read in conjunction with the tables and narrative descriptions that follow, as well as the preceding “Compensation Discussion and Analysis” section. The “Grants of Plan-Based Awards in Fiscal 2016”2019” table, and the description of the material terms of equity awards that follows it, provide information regarding the long-term equity incentives awarded to our Named Executive Officers in fiscal 2016.2019. The “Outstanding Equity Awards at Fiscal 2016 2019Year-End” table provides further information regarding the Named Executive Officers’ potential realizable value with respect to their outstanding

“Nonqualified equity awards. The “Nonqualified Deferred Compensation Plan” table provides information regarding contributions andyear-end balances in the Company’s Deferred Compensation Plan. The discussion under “Employment-Related Agreements and Potential Payments Uponupon Termination or Change in Control” below is intended to further explain potential future payments that are, or may become, payable to our Named Executive Officers under certain circumstances.

Grants of Plan-Based Awards in Fiscal 20162019

The following table presents information about grants of plan-based awards made to our Named Executive Officers during the fiscal year ended March 31, 2016.2019.