UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant 

Filed by a Party other than the Registrant  ☐

¨

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

RBC Bearings Incorporated

One Tribology Center

Oxford, Connecticut 06478

July 27, 201826, 2019

To our Stockholders:stockholders:

You are cordially invited to attend the RBC Bearings Incorporated annual meeting of stockholders at 9:00 a.m., local time, on Wednesday, September 12, 201811, 2019 at the offices of RBC Bearings Incorporated, Building B, 102 Willenbrock Road, One Tribology Center, Oxford, CT 06478. The attached Notice of Annual Meeting and Proxy Statement describesdescribe all known items to be acted upon by stockholders at the meeting.

It is important that your shares are represented at the annual meeting, whether or not you plan to attend. To ensure your shares will be represented, we ask that you vote your shares using the enclosed proxy form for registered stockholders or the proxy voting instruction form for stockholders who hold shares through a broker or other nominee. If you vote by internet or telephone, it is not necessary for you to return your proxy form or voting instruction form in the mail. Please vote your shares as soon as possible.

If you are a registered stockholder and plan to attend the annual meeting, you will be required to present the detachable bottom portion of the enclosed proxy form to gain admission. If you hold shares through a broker or other nominee, you will be required to present a current statement from that institution showing an RBC Bearings Incorporated stockholding. Please note that the document evidencing your shareholdings, to be used to gain entry to the meeting is non-transferable.

Please vote your shares promptly and join us at the meeting.

Sincerely,

Dr. Michael J. Hartnett

Chairman and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To our Stockholders:stockholders:

The 20182019 annual meeting of stockholders of RBC Bearings Incorporated will be held at Building B, 102 Willenbrock Road, One Tribology Center, Oxford, CT 06478, on Wednesday, September 12, 2018,11, 2019, beginning at 9:00 a.m. local time. At the meeting, the holders of the Company’s outstanding common stock will consider and vote on the following matters:

Stockholders of record at the close of business on July 16, 201815, 2019 are entitled to notice of and to vote at the annual meeting and at any postponements or adjournments thereof. The directions to the meeting can be found in Appendix A of the attached proxy statement.

YOUR VOTE IS IMPORTANT:

Whether or not you expect to be present at the meeting, please vote your shares by following the instructions on the enclosed proxy card or voting instruction card.If your shares are held in the name of a bank, broker or other recordholder,record holder, you may be able to vote by telephone or internet. Their procedures should be described in the voting form they send you. Any person voting by proxy has the power to revoke it, at any time prior to its exercise at the meeting, in accordance with the procedures described in the accompanyingattached proxy statement.

IF YOU PLAN TO ATTEND:

Please note that space limitations make it necessary to limit attendance to stockholders and one guest. Admission to the meeting will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and seating will begin at 8:30 a.m. Each stockholder may be asked to present valid picture identification, such as a driver’s license or passport. Stockholders holding stock in brokerage accounts (“street(i.e., “street name” holders) will also need to bring a copy of a brokerage statement reflecting RBC stock ownership as of the record date. Cameras (including cellular phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting.

July 27, 201826, 2019

ONE TRIBOLOGY CENTER

OXFORD, CONNECTICUT 06478

ANNUAL MEETING OF STOCKHOLDERS

To Be Held September 12, 201811, 2019

PROXY STATEMENT

The Board of Directors (the “Board”) of RBC Bearings Incorporated (the “Company”) is soliciting proxies from itsour stockholders to be used at the annual meeting of stockholders to be held on Wednesday, September 12, 2018,11, 2019, beginning at 9:00 a.m., local time, at Building B, 102 Willenbrock Road, One Tribology Center, Oxford, CT 06478, and at any postponements or adjournments thereof. This proxy statement, a proxy card and the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 201830, 2019 are being mailed, or made available via the internet as described below, to stockholders on or about July 27, 2018.  30, 2019.

The fiscal years ended March 31, 2012, March 30, 2013, March 29, 2014, March 28, 2015, April 1, 2016, , April 1, 2017, , March 31, 2018 and March 30, 2019 are referred to respectively as “fiscal 2012”,2012,” “fiscal 2013”,2013,” “fiscal 2014”,2014,” “fiscal 2015”,“fiscal 2016”,2015,” “fiscal 2017”,2016,” “fiscal 2017,” “fiscal 2018” and “fiscal 2019”2019,” respectively, and the fiscal year ending March 28, 2020 is referred to as “fiscal 2020,” in this proxy statement. As used in this proxy statement, the terms “we”, “us”, “our”,“we,” “us,” “our,” “RBC” and “the Company” mean RBC Bearings Incorporated and its subsidiaries, unless the context indicates another meaning.

This year, theThe Company is furnishing proxy materials to stockholders via the internet. If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive a printed copy of the proxy materials unless you specifically request one. The Notice instructs you on how to access and review all of the important information contained in thethis proxy statement and our annual report as well as how to submit your proxy over the internet. If you received the Notice and would still like to receive a printed copy of our proxy materials, you should follow the instructions for requesting these materials included in the Notice. We plan to mail the Notice to stockholders on or about July 27, 2018.30, 2019. We will also continue to mail a printed copy of this proxy statement and form of proxy to certain stockholders and we expect that mailing to also begin on or about July 27, 2018.30, 2019.

ABOUT THE ANNUAL MEETING

Why did I receive these materials?

We are soliciting proxies for the 2018our 2019 annual meeting of stockholders. You are receiving a proxy statement because you owned shares of our common stock on July 16, 201815, 2019 (the “Record Date”), and thatwhich entitles you to vote at the meeting. By use of a proxy, you can vote whether or not you attend the meeting. This proxy statement describes the matters on which we would like you tomay vote and provides information on those matters so that you can make an informed decision.

What information is contained in this proxy statement?

The information in this proxy statement relates to the proposals to be voted on at the annual meeting, the voting process, our Board of Directors (the “Board”) and committees thereof, the compensation of directors and executive officers, and other information that the Securities and Exchange Commission (the “SEC”)(SEC) requires us to provide annually to our stockholders.

How may I obtain RBC Bearings’ 10-K and other financial information?

A copy of our 20182019 Annual Report which includes our 2018on Form 10-K is enclosed and incorporated by reference herein.

Stockholders may request another free copy of our 2018 Annual Report, which includes our 20182019 Form 10-K from:

from the Corporate Secretary,

RBC Bearings Incorporated,

One Tribology Center,

Oxford, CT 06478

We will also furnish any exhibit to the 20182019 Form 10-K if specifically requested. Stockholders may also find the 2019 Form 10-K and our other filings with the SEC, andas well as corporate governance and other information regarding the Company, on the investor relations page of our website at http://investor.rbcbearings.com.

Who is entitled to vote at the meeting?

Only stockholders of record at the close of business on the Record Date are entitled to receive notice of and to vote at the annual meeting. If you were a stockholder of record on the Record Date, you will be entitled to vote all of the shares that you held on that date at the meeting, or any postponements or adjournments of the meeting.

How many votes do I have?

You will be entitled to one vote for each outstanding share of RBC Bearings Incorporated common stock you owned as of the Record Date on each matter considered at the meeting. As of July 16, 2018,15, 2019, there were 24,268,24624,874,044 shares of the Company’s common stock outstanding and eligible to vote. There is no cumulative voting.

Who can attend the meeting?

Subject to space availability, all stockholders as of the Record Date, or their duly appointed proxies, may attend the meeting, and each may be accompanied by one guest. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration will begin at 8:00 a.m., and seating will begin at 8:30 a.m. If you attend, please note that you may be asked to present valid picture identification, such as a driver’s license or passport. Cameras (including cell phones with photographic capabilities), recording devices and other electronic devices will not be permitted at the meeting.

Please also note that if you hold your shares in “street name” (that is, through a broker, bank or other nominee), you will also need to bring a copy of a brokerage statement reflecting your RBC stock ownership as of the Record Date and check in at the registration desk at the meeting.

Please let us know if you plan to attend the meeting by marking the appropriate box on the enclosed proxy card or, if you vote by telephone or internet, indicating your plans when prompted.

What constitutes a quorum?

The presence at the meeting, in person or by proxy, of the holders of a majority of the shares of theour common stock outstanding on the Record Date will constitute a quorum, permitting the conduct of business at the meeting. As of July 16, 2018, 24,268,24615, 2019, 24,874,044 shares of common stock, representing the same number of votes, were outstanding and eligible to vote. Thus, the presence of the holders of common stock representing at least 12,134,12412,437,023 votes will be required to establish a quorum.

Proxies received by the Company but marked as abstentions and broker non-votes will be included in the calculation of the number of votes considered to be present at the meeting.meeting for purposes of determining if we have a quorum.

How do I vote?

If you are a holder of record (that is, your shares are registered in your own name with our transfer agent), you can vote either in person at the annual meeting or by proxy without attending the annual meeting. We urge you to vote by proxy even if you plan to attend the annual meeting so that we will know as soon as possible that enough votes will be present for us to hold the meeting. If you attend the meeting in person, you may vote at the meeting and your proxy will not be counted. You can vote by proxy by completing, dating and signing the encloseda proxy card and returning it in the enclosed postage-paid envelope.

If you hold your shares in “street name,” you must either direct the bank, broker or other record holder of your shares as to how to vote your shares, or obtain a proxy from the bank, broker or other record holder to vote at the meeting. Please refer to the voter instruction cards used by your bank, broker or other record holder for specific instructions on methods of voting, including by telephone or using the internet.

Your shares will be voted as you indicate. If you return the proxy card but you do not indicate your voting preferences, then the individuals named on the proxy card will vote your shares in accordance with the recommendations of the Board. The Board and management do not intend to present any matters at the annual meeting other than those outlined in the Notice of the Annual Meeting of Stockholders. Should any other matter requiring a vote of stockholders arise, stockholders returning the proxy card confer upon the individuals named on the proxy card discretionary authority to vote the shares represented by such proxy on such other matter in the manner theythe proxy holders consider appropriate.

If you do not specify on the enclosedyour proxy card that is sent to the Company (or when giving your proxy over the internet or telephone) how you want to vote your shares, the proxy holders will vote them “FOR”FOR the election of all nominees for director as set forth under Item 1, “FOR”FOR the ratification of the appointment of the independent registered public accounting firm under Item 2, and ”FOR”FOR the approval of the resolution regarding the stockholder advisory vote on named executive officer compensation under Item 3.

Can I change my vote after I return my proxy card?

Yes. If you are a stockholder of record, you may revoke or change your vote at any time before the proxy is exercised by filing with the Secretary of the Company a notice of revocation or a duly executed proxy card bearing a later date, or by attending the annual meeting and voting in person. For shares you hold beneficially in “street name,” you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares, by attending the meeting and voting in person. In either case, the powers of the proxy holders will be suspended if you attend the meeting in person and so request, although attendance at the meeting will not by itself revoke a previously granted proxy.

Who counts the votes?

Votes will be counted by employees of Broadridge Financial Solutions, Inc. (“Broadridge”) and certified by the Inspector of Election present at the meeting. If you are a stockholder of record, your signed proxy card is returned directly to Broadridge for tabulation. If you hold your shares in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will return one proxy card to Broadridge on behalf of all of its clients.

What are the Board’s recommendations?

The Board’s recommendations are set forth in this proxy statement together with the description of each item to be voted upon. In summary, the Board recommends a vote FOR each of the proposals. Unless you give other instructions on your proxy card, the persons named as proxy holders on the proxy card will vote in accordance with the recommendations of the Board. The Board’s recommendations are set forth together with the description of each item in this proxy statement. In summary, the Board recommends a vote FOR each of the proposals.

Will stockholders be asked to vote on any other matters?

To the knowledge of the Company and its management, stockholders will vote only on the matters described in this proxy statement. However, if any other matters properly come before the meeting, the persons named as proxies for stockholders will vote on those matters in the manner they consider appropriate.

What vote is required to approve each item?

Election of Directors (Item 1).  :Directors are elected by a majority of the votes cast at the meeting.cast. Each share of our common stock is entitled to one vote for each of the director nominees. A properly executed proxy marked “withhold authority”, with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted for purposes of determining whether there is a quorum.

Approval of Independent Registered Public Accounting Firm (Item 2).  :The ratification of the appointment of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 20192020 requires the affirmative vote of thea majority of the votes cast.

Approval of the “Say on Pay” proposal (Item 3).: The approval of the resolution regarding the stockholder advisory vote on named executive officer compensation in the “Say on Pay” proposal requires the affirmative vote of thea majority of the votes cast.

A properly executed proxy marked “abstain” with respect to any matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Accordingly, an abstention will have the effect of a negative vote.

How are votes counted?

In the election of directors (Item 1), you may vote “FOR”FOR the nominee or your vote may be “WITHHELD”WITHHELD with respect to the nominee. You may not cumulate your votes for the election of directors.

For the ratification of Ernst & Young LLP to serve as the Company’s independent registered public accounting firm for fiscal 20192020 (Item 2); and the stockholder advisory vote on named executive officer compensation in the “Say on Pay” proposal (Item 3), you may vote “FOR,” “AGAINST”FOR, AGAINST or “ABSTAIN.”ABSTAIN.

If you elect to “ABSTAIN,”ABSTAIN, the abstention has the same effect as a vote “AGAINST.”AGAINST. If you provide specific instructions with regard to certain items, your shares will be voted as you instruct on such items.

If you hold your shares in “street name” through a broker, bank or other nominee rather than directly in your own name, then your broker, bank or other nominee is considered the stockholder of record, and you are considered the beneficial owner of your shares. The Company has supplied copies of its proxy materials for its 2018the 2019 annual meeting of stockholders to the broker, bank or other nominee holding your shares of record, and they have the responsibility to send these proxy materials to you. As the beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote your shares at the annual meeting. The broker, bank or other nominee that is the stockholder of record for your shares is obligated to provide you with a voting instruction card for you to use for this purpose. If you are a beneficial owner and your broker, bank or other nominee holds your shares in its name, the broker, bank or other nominee is permitted to vote your shares on the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm (Item 2), even if the broker, bank or other nominee does not receive voting instructions from you.

If the broker, bank or other nominee does not receive voting instructions from you, your shares may constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and instructions are not given. In tabulating the voting result for any particular proposal, shares that constitute broker non-votes are not considered present and entitled to vote on that proposal. If a quorum is present at the annual meeting, the persons receiving the affirmative vote of the majority of the shares of common stock present in person or represented by proxy at the annual meeting will be elected to serve as directors. As a result, broker non-votes will not affect the outcome of the voting on the election of directors (Item 1), and the stockholder advisory vote on named executive officer compensation in the “Say on Pay” proposal (Item 3). Shares represented by such “broker non-votes”broker non-votes will, however, be counted in determining whether there is a quorum, but will not be considered voted with regard to or treated as present with respect to those proposals to which the broker non-votes relate. The ratification of the appointment of the Company’s independent registered public accounting firm (Item 2) requires the affirmative vote of the majority of the shares of common stock present in person or represented by proxy at the annual meeting and entitled to vote on the proposal. Brokers are allowed to vote on behalf of beneficial owners without instruction on Item 2, but are not permitted to vote on any other proposals without voting instructions from you.

Shares represented by proxies whichthat indicate that the stockholders abstainABSTAIN as to the election of directors or to other proposals will be treated as being present for the purpose of determining the presence of a quorum and, other than for the election of directors, and the number of votes cast with respect to each proposal. Consequently, an abstention will have the effect of a vote against with respect to proposals other than the election of directors.

What should I do if I receive more than one set of voting materials?

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you may receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive.

Where can I find the voting results of the annual meeting?

The Company intends to announce the preliminary voting results at the annual meeting and publish the final results in itsa Current Report on Form 8-K whichthat will be filed with the SEC within four business days after the meeting.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders?

You may submit proposals for consideration at future stockholder meetings. For a stockholder proposal to be considered for inclusion in our proxy statement for the annual meeting next year, our Corporate Secretary must receive the written proposal at our principal executive offices no later than March 30, 2019.29, 2020. Such proposals also must comply with Rule 14a-8 of the SEC’s regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to:

Corporate Secretary

RBC Bearings Incorporated

One Tribology Center

Oxford, CT 06478

For a stockholder proposal that is not intended to be included in our proxy statement, the stockholder must deliver a proxy statement and form of proxy to holders of a sufficient number of shares of our common stock to approve the proposal and provide the information required by our by-laws and give timely notice to the Corporate Secretary in accordance with our by-laws, which, in general, require that the notice be received by the Corporate Secretary:

☐       NotSecretary not less than 60 days prior to the next meeting, and

☐       Notnor more than 90 days prior to the next meeting.

In the event that less than 70 days’ notice or prior public announcement of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10thtenth day following the date on which such notice of the date of the annual meeting was mailed or such public announcement was made.

How may I recommend or nominate individuals to serve as directors?

You may propose director candidates for consideration by the Board’s Nominating and Corporate Governance Committee. Any such recommendations should include the nominee’s name and qualifications for Board membership and should be directed to the Corporate Secretary at the address of our principal executive offices set forth above.

In addition, our by-laws permit stockholders to nominate directors for election at an annual stockholder meeting. To nominate a director, a stockholder must deliver timely written notice to the Corporate Secretary of such stockholder’s intent to make such nomination in writing to the Corporate Secretary.nomination. To be timely, a stockholder’s notice must be delivered to or mailed and received at our principal executive offices not less than 60 nor more than 90 days prior to the date of the first anniversary of the previous year’s annual meeting. In the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the 10thtenth day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure of the meeting was made. To be in proper form, a stockholder’s notice shallmust set forth (i) as to each person whom the stockholder proposes to nominate for election as a director at such meeting (A)(1) the name, age, business address and residence address of the person, (B)(2) the principal occupation or employment of the person, (C)(3) the class or series and number of shares of capitalcommon stock of the Company whichthat are owned beneficially or of record by the person, and (D)(4) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act; and (ii) as to the stockholder giving the notice (A)(1) the name and record address of such stockholder, (B)(2) the class or series and number of shares of capitalcommon stock of the Company whichthat are owned beneficially or of record by such stockholder, (C)(3) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (D)(4) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, and (E)(5) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act. Such notice must be accompanied by aeach proposed nominee’s written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

How may I obtain a copy of RBC Bearings’ by-law provisions regarding stockholder proposals and director nominations?

You may contact the Corporate Secretary at our principal executive offices for a copy of the relevant by-law provisions regarding the requirements for making stockholder proposals and nominating director candidates.

Who can help answer my questions?

If you have any questions about the annual meeting or how to vote or revoke your proxy or if you need additional copies of this proxy statement or voting materials, you should contact:

Broadridge Financial Solutions, Inc.

Registered Client Services Department

C/OSonya Murphy

51 Mercedes Way

Edgewood, NY 11717

P  631 592 6327

F  631 254 7733

Sonya.Murphy@broadridge.com

PROPOSALS SUBMITTED FOR STOCKHOLDER VOTE

ITEMItem 1: ELECTION OF DIRECTORSElection of Directors

The Board currently is composed of nineeight directors serving staggered one or three-year terms and divided into three classes: Class I currently consists of Dr. Thomas J. O’Brien, Edward D. Stewart and Daniel A. Bergeron, Class II consists of Richard R. Crowell, Dr. Steven H. Kaplan and Alan B. Levine, and Class III consists of Dr. Michael J. Hartnett Mitchell I. Quain and Dr. Amir Faghri. Mitchell I. Quain’s term expires in 2018 and he is not standing for re-election. Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2019, 2021 and 2020, respectively. Vacancies on the Board may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board to fill a vacancy in a class including(including vacancies created by an increase in the number of directors, shalldirectors) will serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified, or until the director’s resignation or removal.

Our Nominating and Corporate Governance Committee has nominated Richard R. Crowell,Edward D. Stewart, Daniel A. Bergeron and Michael H. Ambrose for election as the three Class I directors. Messrs. Bergeron and Stewart are currently Class I directors and were first appointed to the Board in 2013. Mr. Ambrose is nominated to replace Dr. Steven H. Kaplan and Alan B. Levine for re-electionThomas J. O’Brien, who is retiring from the Board as Class II directors. Ourof the annual meeting. The Nominating and Corporate Governance Committee reviewed the qualifications of the nominees for election to this class, and unanimously recommended that these nominees be submitted for election or re-election to the Board. Richard R. Crowell is currently a directorIf elected at the meeting, each of RBC Bearings IncorporatedMessrs. Stewart, Bergeron and was appointed to the Board in June, 2002. Dr. Steven H. Kaplan is currently a director of RBC Bearings Incorporated and was appointed to the Board in January, 2018. Alan B. Levine is currently a director of RBC Bearings Incorporated and was appointed to the Board in October, 2005. Richard R. Crowell, Dr. Steven H. Kaplan and Alan B. LevineAmbrose would serve until the 20212022 annual meeting and until their successors arehis successor is duly elected and qualified, or until the director’shis resignation or removal.

For a stockholder to nominate an individual for director at the 2019 annual meeting, the stockholder must follow the procedures outlined below under the caption “Stockholder Proposals and Director Nominations for the 2019 Meeting.” Stockholders may also nominate a director to be considered by the Board for recommendation to the stockholders in the Company’s proxy statement for the 2019 annual meeting by following the procedures outlined below under the caption “Director Nominations to be Considered by the Board.”

If you sign your proxy or voting instruction card but do not give instructions with respect to voting for directors, your shares will be voted for the persons recommended by the Board. If you wish to give specific instructions with respect to voting for directors, you may do so by indicating your instructions on your proxy or voting instruction card.

If any nominee named herein for election as a directorof Messrs. Stewart, Bergeron or Ambrose should for any reason become unavailable to serve as a director prior to the annual meeting, the Board will, prior to the annual meeting, (i) reduce the size of the Board to eliminate the position for which that person was nominated, (ii) nominate a new candidate in place of such person and vote in favor of the new candidate all shares represented by stockholder proxies received by the Board, unless authority to vote for all candidates nominated by the Board is withheld, or (iii) leave the positionplace vacant to be filled at a later time.

Information regarding the nominees, as of July 1, 2018, is set forth below, including his age, the period he has served on the Board and the nominee’s business experience. The information presented below for the director nominee and the directors continuing in office has been furnished to the Company by such persons.

The following paragraphs provide information as of the date of this proxy statement about each nominee for director. The information presented includes information each director has provided us about his age, (as of July 1, 2018), all positions he holds, hisheld, principal occupation and business experience for the past five years, and the names of other publicly-held companies for which he currently serves as a director or has served as a director during the past five years. We have also provided below information regarding additional experience, qualifications, attributes and skills that lead ourthe Board to the conclusion that each person should serve as a director. In addition to the information set forth below, we alsoWe believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and ability to exercise sound judgment, as well as a commitment of service to ourthe Company and ourthe Board.

Nominees for Election in Class II for a Three-year Term Expiring at Our 2021 Annual Meeting

Richard R. CrowellEdward D. Stewart has been a director since June, 2002 and chairman of2013. Mr. Stewart is the Compensation Committee since August, 2005. Mr. Crowell is a Managing Partner of Vance Street Capital LLC, a private equity investment firm he founded in 2007. Previously he was the President of Aurora Capital Group, a private equity investment firm he co-founded in 1991. Prior to establishing Aurora in 1991, Mr. Crowell was a Partner and President of Acadia Partners, a New York-based investment fund. From 1983 to 1987, he was a Managing Director, Corporate Finance for Drexel Burnham Lambert. He serves on the Executive Committeeformer Chairman of the Board of Visitors for the UCLA Anderson SchoolATC Technology Corporation and has served on other company boards and audit committees. Mr. Stewart has many years of Management. Mr. Crowell is a director of Micronics, Inc., IAC Industries, RST Instruments Ltd., and Motion Dynamics Corporation. All are private companies in the businesses of filtration products, precision manufacturing, engineered solutions, engineered surgical products, precision wire components and related services. Mr. Crowell earned an M.B.A. from UCLA’s Anderson School and a B.A. from the University of California, Santa Cruz. Mr. Crowell brings broad business, financial and executive leadershipoperational experience to the Board, developed through his leadership roles at Vance Streetwith General Electric Company including as Executive Vice President of GE Capital LLC, Aurora Capital Group LLC, Acadia Partners and Drexel Burnham Lambert. He has extensive experience withChief Financial Officer of a number of precision manufacturing and aerospace companies. In addition,other GE businesses. Mr. Crowell’s experience in private investment enables him to bringStewart formerly served as a valuable investor’s view to our Board and his relationships across the financial community strengthen the Company’s access to capital markets. His board memberships provide deep understanding of trends in the precision manufacturing and aerospace sectors, both of which present ongoing challenges and opportunities for the Company.

Dr. Steven H. Kaplanhas been a director at RBC Bearings Incorporated since January, 2018. He has been the presidentmember of the UniversityBoard of New Haven since 2004Directors of Nordstrom fsb, a formerly wholly-owned subsidiary of Nordstrom, Inc., and has led the University through a periodmember of remarkable growthits Audit and development. In 2015, in recognition of his contributions to transforming the University, Dr. Kaplan was presented the Chief Executive Leadership Award by the Council for Advancement and Support of Education (CASE) District I. He also was named "Businessman of the Year" by Business New Haven magazine in 2008. Dr. Kaplan also was awarded the 2011 William M. Burke Presidential Award for Experiential Education by the National Society for Experiential Education. Previously, Dr. Kaplan was chancellor and professor of English at the University of Virginia's College at Wise. Dr. Kaplan began his teaching career in 1982 as an Instructor of English at the University of Maryland, European Division. From 1985-1989, he served as Visiting Lecturer in American Studies at Eberhard-Karls Universität, Tübingen, Germany – one of the oldest and most highly regarded universities in Europe. After completing his doctoral studies at Eberhard-Karls Universität, he returned to the U.S. to teach English at the University of Southern Colorado. Dr. Kaplan also served as Dean of Arts and Humanities at SUNY College at Buffalo and as Dean of the College of Liberal Arts and Sciences at Butler University. In addition to earning his Ph.D. in Comparative Literature at Eberhard-Karls Universität, Dr. Kaplan holds a Master of Arts degree (with a concentration in philosophy, German and English) from Eberhard-Karls Universität andInvestment Committees. Mr. Stewart earned a Bachelor of Arts degree in Economics from the UniversityTufts University. Mr. Stewart is 76 years old. His extensive financial experience qualifies him as a "Financial Expert" for our Audit Committee. In addition, his service as a director of California at Los Angeles. This knowledgeother publicly-traded and Chief Executive experience allows Dr. Kaplan to provide the Company with a wealth of valuable international executive experience and a perspective that provides the Board a critical resource for management. His association with U.S.private companies and global academia provides the Company withis a valuable state ofresource to the art executive management resourceBoard. This collective background and experience makes him an excellent candidate as a member of our Nominating & Governance Committeefor the Board and Board.Audit Committee.

Alan B. LevineDaniel A. Bergeron has been a director since 2013 and chairman of our Audit Committee since October, 2005. Mr. Levine servedhas been with the Company for 16 years. He joined us in 2003 as Vice President, Finance and later that same year he was appointed Chief Financial Officer and Director of Virtual Access Networks, Inc. (2001Officer. In 2017 he was additionally appointed Chief Operating Officer. From 2002 to 2002) and Chief Financial Officer and Treasurer of Marathon Technologies Corporation (1998 to 2001). Mr. Levine is currently a director of Dynasil Corporation of America and Chairman of the Audit Committee. From January, 2007 until July, 2011,2003 he served as Vice President and Chief Financial Officer of the Graduate Management Admission Council. PriorAllied Healthcare International, Inc., a publicly-held provider of healthcare staffing services. Mr. Bergeron served as Vice President and Chief Financial Officer at Paragon Networks International, Inc., a telecommunications company, from 2000 to this, Mr. Levine was with Ernst & Young LLP from 19742002. From 1998 to 2000 he served as Vice President and Chief Financial Officer of Tridex Corporation, a publicly-held software company. From 1987 to 1998 and was Partner from 1986 to 1998, where he established and directed an Entrepreneurial Services practice. He is currently retired. Previously, Mr. Levine served as a director and Audit Committee Chair of MCK Communications, director and Audit Committee Chair of Nextera Enterprises,Bergeron held various financial reporting positions with Dorr-Oliver Inc., an international engineering and director of Magnatek, Inc.manufacturing company, including Vice President and Chief Financial Officer. Mr. Levine earnedBergeron holds a Bachelor of ArtsScience degree in Finance from Northeastern University and a Master of Business Administration degree from the University of Vermont. He also holds a Master of Accounting degree from the University of Arizona and was a certified public accountant. As chairman of our Audit Committee Mr. Levine has demonstrated that he is valuable to the Audit Committee’s function.New Haven. He is the Company’s designated "audit committee financial expert" as defined by SEC regulations.59 years old. Mr. Levine brings toBergeron provides the Board extensive demonstrated expertwith significant financial leadership and executive experience. His proven leadership capability and his strong knowledge of the complex financial and experience in accountingoperational issues facing mid-sized companies provides the Board with a unique and finance from his Master of Accounting degreenecessary perspective. This background and as a former Partner with Ernst & Young LLP and former Chief Financial Officer. This knowledge and experience gives Mr. Levine a perspective that helps the Audit Committee and Board understand the highly technical issues management confronts on a daily basis and serves as a critical resource for management. Mr. Levine’s depth of business, accounting and financial experience makes him an excellent candidate as a member of ourfor the Board.

Vote RequiredMichael H. Ambrosehas served as Vice President of Engineering and Technology for Sikorsky Aircraft, a Lockheed Martin Company, since 2017. From 2013 to 2017 he was Vice President of Aircraft Design and Manufacturing Engineering for Sikorsky, and before that held executive positions in International Government Programs and Manufacturing Operations at Sikorsky. Mr. Ambrose has been with Sikorsky for 35 years, working in all areas of complex aerospace design and manufacturing operations. He serves on the Board of Governors of the University of New Haven and the Board of Directors of the Vertical Flight Society. Mr. Ambrose holds a Bachelor of Science degree in Mechanical Engineering from the University of New Haven and a Master of Science degree in Engineering Management from the Massachusetts Institute of Technology. He is 58 years old. Mr. Ambrose’s many years of experience in aerospace engineering and manufacturing operations makes him an excellent candidate for the Board.

Directors are elected by a majority of the votes cast at the meeting. Accordingly, Mr. Crowell, Dr. KaplanMessrs. Stewart, Bergeron and Mr. LevineAmbrose will be elected if they receive the affirmative vote of a majority of the votes cast.

ITEMItem 2: THE RATIFICATION OF THE APPOINTMENT OF ERNSTThe Ratification of the Appointment of Ernst & YOUNGYoung LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2019as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2020

The Audit Committee has appointed Ernst & Young LLP as our independent registered public accounting firm for our fiscal 20192020 year, and has further directed that the Board submit the selection of Ernst & Young LLP for ratification by the stockholders at the annual meeting. During fiscal 2018,2019, Ernst & Young LLP served as the Company’s independent registered public accounting firm.firm and also provided certain tax services. See “Principal Accountant Fees and Services” below.on page 47.

This proposal is put before the stockholders because the Audit Committee and the Board believe that it is good corporate practice to seek stockholder ratification of the Audit Committee’s appointment of the independent registered public accounting firm. If the appointment of Ernst & Young LLP is not ratified, the Audit Committee will consider the stockholders’ vote when determining whether to continue the firm’s engagement, but may ultimately determine to continue the engagement of the firm or another audit firm without re-submitting the matter to stockholders. Even if the appointment of Ernst & Young LLP is ratified, the Audit Committee may in its sole discretion terminate the engagement of the firm and direct the appointment of another independent registered public accounting firm at any time during the year if itthe Audit Committee determines that such an appointment would be in the best interests of ourthe Company and our stockholders.

Representatives of Ernst & Young LLP are expected to attend the annual meeting, where they will be available to respond to appropriate questions and, if they desire, to make a statement.

Vote Required

Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 20192020 requires the affirmative vote of a majority of the shares of the Company’s common stock present in person or represented by proxy at the annual meeting and entitled to vote on the proposal.

ITEMItem 3: NON-BINDING VOTE ON EXECUTIVE COMPENSATIONNon-Binding Vote on Executive Compensation

The Exchange Act requires the Company to hold a separate non-binding advisory stockholder vote (commonly known as a “Say on Pay” proposal) to approve the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules.

At last year’s annual meeting, approximately 93.9% of stockholder votes supported the advisory vote to approve executive compensation. The Company is committed to the interests of itsour stockholders and the delivery of long-term value through appropriatean executive pay programscompensation program and governance actions that attract, motivate and retain a highly-qualified executive team. As part of this commitment, we intend to continue to maintain an ongoing dialogue with our stockholders to address any continued concerns they may have.

The Company objective is to ensure its compensation programs:program

During fiscal 2013 a number of changes were made toOver the Company’s compensation programs, which took account oflast several years we have conducted an outreach program with and received feedback from our stockholders including:that have led us to develop and implement the following compensation policies, practices and procedures:

 1.Targeting a 50th percentile market positioning: Since fiscal 2014, the Company changed its targeted positioning of annual performance bonus and long-term incentive awards from the 60th percentile of the Company’s selected peer group to the median of the Company’s selected peer group. Thus, all elements of executive officer compensation are now targeted to the 50th percentile of the Company’s selected peer group.

2.SelectingAt last year’s annual meeting, 98.8% of stockholder votes supported the advisory vote to approve executive compensation, peers based onwhich was up from 93.9% in 2017. The Company and Compensation Committee believe that this significant improvement is a rangedirect result of relevant factors: The Company’s selected peer group is intendedour stockholder outreach program. Since last year’s meeting the Compensation Committee has made no changes to ensure that the Company is not compared to other companies on an arbitrary basis and is not inappropriately limited based on GICS industry classifications. The Company’s selected peer group takes into consideration a number of relevant factors, such as membership in the highly engineered product/manufacturing industries, revenue ranges, market capitalization and eight digit GICS codes for Company selected peers.

3.Updating the CEO’s employment agreement: The Company’s employment agreement with Dr. Hartnett was amended effective as of fiscal 2014 to eliminate any guaranteed minimum annual increase in Dr. Hartnett’s base salary and any discretionary performance bonus. Since fiscal 2014, Dr. Hartnett’s annual performance bonus is determined by a formula based on the Company’s performance in relation to an approved operating plan.

4.Making all CEO long-term incentive awards performance-based: Since fiscal 2014, all grants of stock options, restricted stock, or restricted stock units to Dr. Hartnett are made pursuant to a pay for performance based program with no discretionary awards.

5.Adopting Stock Ownership Guidelines: The Board of Directors approved stock ownership guidelines for Non-Employee IndependentDirectors and for the Company’s Executive Officers.

6.Prohibiting share recycling and adopting share grant limits: The 2013 Long Term Incentive Plan was modified to prohibit share recycling, to limit the number of shares that may be used for restricted stock or restricted stock unit grants under the Plan to fifty percent (50%) of the total authorized number of Shares pursuant to the Plan, and to limit the expiration date of any stock option granted under the Plan to no more than seven years from the date it is granted.

our executive compensation program.  

7.Adopting clawback provisions: The Board of Directors approved an Executive Compensation Clawback Policy applicable to all Executive Officers.

Following our 2016 stockholder meeting we again engaged in a dialogue with our stockholders to address any continued concerns they may have. As a result of such certain changes were made to the Company’s compensation programs starting in fiscal 2018 including:

1.Adding an additional ROIC metric for our equity compensation program. As explained in the discussion concerning the ROIC Based Equity Compensation Award Plan below, the equity compensation program for our CEO and COO for fiscal 2018 includes a substantial portion of the potential restricted stock and stock option grants based on ROIC as the measurement metric.

2.Updating the CEO’s employment agreement: The Company’s employment agreement with Dr. Hartnett was amended effective as of fiscal 2018 calling for a targeted 20% reduction in total compensation, Accordingly, his base salary was reduced by 20% and his target incentive bonus matrix as well as his target restricted stock and stock option matrices were revised to target a corresponding 20% reduction.

As discussed in the “Compensation Discussion and Analysis” section of this proxy statement,beginning on page 19, the Company’s compensation program is designed to reward executives based on favorable performance and results. Compensation policies and plans (including benefits) are designed to attract and retain top quality and experienced executives by providing the opportunity to earn competitive cash compensation based on corporate, business unit and individual performance, plus the opportunity to accumulate stock-based wealth commensurate with the long-term growth and value created for the Company’s stockholders.

Dr. Hartnett is the Company’s founder and has served as our Chief Executive Officer since 1992. Dr. Hartnett is widely regarded as a technology visionary and one of the industry’s most successful business executives. Under Dr. Hartnett’s leadership the Company’s revenues have grown from $82 million in fiscal 1996 to $675$703 million in fiscal 2018.2019. Dr. Hartnett is also one of our significant stockholders, owning approximately 1.9% of the outstanding shares of our common stock, directly aligning his interests with those of all of our stockholders.

The Compensation Committee approved Dr. Hartnett’s compensation in the amounts disclosed in this proxy statement because he is not only our CEO with overall responsibility for our business strategy, operations and corporate vision, he is also our founder who has guided the Company for more than 25 years, and who the Compensation Committee believes he is extremely important to our success as a company.success. The Compensation Committee believes that given Dr. Hartnett’s role in our operations, strategy and growth, it is appropriate for Dr. Hartnett to receive competitive compensation that performs both retentive and incentivizing functions.

The Compensation Committee approved the specific compensation amounts for fiscal 20182019 disclosed in this proxy statement based on our executive compensation philosophy and the Compensation Committee’s subjective evaluation of Dr. Hartnett’s performance, the unique contributions he makes to the Company as its founder, and the various other factors described above. Dr. Hartnett was not present when the Compensation Committee deliberated or voted on his compensation.

The Company seeks to attract executive talent by offering competitive base salaries and annual and long-term performance incentive opportunities. The Company provides incentives that promote both the shortshort- and long-term financial and strategic objectives of the Company. Achievement of short-term objectives is rewarded through base salary and annual performance incentives, while long-term incentive grants (primarily stock options and restricted stock) encourage executives to focus on and align themselves with the Company’s long-term goals as well. These incentives are based on financial objectives of importance to the Company, including revenue and earnings growth and creation of stockholder value. The Company’s compensation program also accounts for individual performance, which enables the Company to differentiate among executives and emphasize the link between personal performance and compensation.

The Board believes that our compensation program for our named executive officers is appropriately based upon our performance and the individual performance and level of responsibility of the executive officers. We explain this in more detail in the “Executive Compensation” section of this proxy statement.beginning on page 19.

We are asking our stockholders to indicate their support for our named executive officers’ compensation. This proposal gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR”FOR the following resolution at the Annual Meeting:2019 annual meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statementproxy statement for the 2018 Annual Meeting2019 annual meeting of Stockholdersstockholders pursuant to Item 402 of SEC Regulation S-K including(including the Compensation Discussion and Analysis, the compensation tables and narrative discussion contained therein), is hereby APPROVED.”

The “Say-on-Pay” vote is advisory, and therefore not binding on the Company, the Compensation Committee or ourthe Board. The Company, ourthe Board and the Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the named executive officersofficers’ compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

After our 2017 stockholder meeting, the Board adopted a policy providing for annual “Say-on-Pay” advisory votes. The next “Say-on-Pay” advisory vote will be held at our 20192020 annual meeting of stockholders.

ITEMItem 4: OTHER MATTERSOther Matters

As of the date of this proxy statement, the Company knows of no business that will be presented for consideration at the 20182019 annual meeting other than the three items referred to above. If any other matter is properly brought before the meeting for action by stockholders, proxies in the enclosed form returned to the Company will be voted in accordance with the recommendation of the Board or, in the absence of such a recommendation, in the manner the proxy holder considers appropriate.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Number of Meetings of the Board of Directors

The Board held four meetings during fiscal 2018.2019. The standing committees of the Board held an aggregate of nineeight meetings during fiscal 2018.2019. Each director attended 100%all of the aggregate number of meetings of the Board and the Board committees on which he served as a director during fiscal 2018.2019.

Attendance at Annual Meetings of the Stockholders

All directors are encouraged to attend the annual meeting of the stockholders. A majority of directors attended the 20172018 annual meeting of stockholders either in person or by teleconference.

Director Independence

Certain rules of the Nasdaq Global Select Market (“Nasdaq”) require that the Board be comprised of a majority of “independent“independent” directors,” and each of the Company’s Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee be comprised solely of “independent directors”“independent” directors as defined under Nasdaq rules.

Based upon the information submitted by each of the directors, and following the recommendation of the Nominating and Corporate Governance Committee, the Board has made a determination that all of our current directors, with the exception of Dr. Hartnett and Mr. Bergeron, satisfy the “independence” requirements of Nasdaq, SEC regulations and the Company’s Corporate Governance Guidelines. The standards for determining independence are those set forth in the Nasdaq listing standards and the Company’s Corporate Governance Guidelines. The Company’s Corporate Governance Guidelines can be found on our website at http://www.rbcbearings.com.investor.rbcbearings.com.

Executive Sessions

The Company’s Corporate Governance Guidelines require the non-managementnon-employee directors to meet in executive sessions on a periodic basis without management. The presiding director, for purposes of leading these meetings, will be the Chairman of the Audit Committee. The non-employee members of the Board and the Audit Committee, respectively, met in executive session during twoone of the Board meetings and allthree of the Audit Committee meetings held in fiscal 2018.2019.

Communications between Stockholders and the Board

Stockholders may send communications to the Company’s directors as a group or individually, by writing to those individuals or the group at the following address: RBC Bearings Incorporated, c/o the Corporate Secretary, One Tribology Center, Oxford, CT 06478. The Corporate Secretary will review all correspondence received and will forward all correspondence that is relevant to the duties and responsibilities of the Board or the business of the Company to the intended director(s). Examples of inappropriate communication include business solicitations, advertising and communication that is frivolous in nature, relates to routine business matters (such as product inquiries, complaints or suggestions), or raises grievances that are personal to the person submitting the communication. Upon request, any director may review communication that is not forwarded to the directors pursuant to this policy.

The Board has adopted a policy for submitting concerns regarding the Company’s accounting or auditing matters. Reports may be sent to the Audit Committee through oneeither of the following means: (1) calling the Company’s Ethics Hotline at 1-866-247-5449 which(which is available 24 hours per day, 365 days per year,year) and leaving a recorded message, andor (2) in writingsending a written communication marked Private“Private & ConfidentialConfidential” to the Audit Committee, RBC Bearings Incorporated, c/o the General Counsel, One Tribology Center, Oxford, CT 06478. In each case, reports will be received by the Company’s General Counsel who will forward the message to the Audit Committee. The confidentiality of all reports will be maintained to the extent consistent with applicable law.

Committees of the Board of Directors

OurThe Board currently has an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition, duties and responsibilities of these committees are described below. Committee members hold office for a term of one year. The charters for each of the committees are available on the Company’s website at www.rbcbearings.com.http://investor.rbcbearings.com.

Audit Committee.The Audit Committee is responsible for (1) selecting theour independent registered public accounting firm, (2) approving the overall scope of the audit, (3) assisting the Board in monitoring the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence, the performance of the independent registered public accounting firm and our internal audit function, and our compliance with legal and regulatory requirements, (4) annually reviewing anthe independent registered public accounting firm’s report describing the auditing firms’ internal quality-control procedures, and any material issues raised by the most recent internal quality-control review, or peer review, of the registered public accounting firm, (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm, (6) discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, (7) discussing policies with respect to risk assessment and risk management, (8) meeting separately, periodically, with management and the independent registered public accounting firm, (9) reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response, (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm, (11) handling such other matters that are specifically delegated to the Audit Committee by the Board from time to time, and (12) reporting regularly to the full Board.

Our Audit Committee currently consists of Mr. Levine, Mr. QuainStewart and Dr. O’Brien (who is not standing for re-election), Mr. Stewart and Dr. O’Brien, each of whom satisfies the current financial literacy requirements and independence requirements for audit committee members of Nasdaq and the SEC. OurThe Board has determined that each of Mr. Levine, Mr. Quain (who is not standing for re-election), Mr. Stewart and Dr. O’Brien all separately qualifyqualifies as an “audit committee financial expert,” as such term is defined in the regulations under the Exchange Act. The Board intends to appoint an independent director to replace Dr. O’Brien on the Audit Committee shortly after the 2019 stockholders meeting. The Audit Committee held four meetings in fiscal 2018.2019.

Compensation Committee.The Compensation Committee is responsible for (1)(i) reviewing key employee compensation goals, policies, plans and programs, (2)(ii) reviewing and approving the compensation of our directors, chief executive officer and other executive officers, (3)(iii) reviewing and approving employment contracts and other similar arrangements between the Company and our executive officers, (4)(iv) reviewing and consulting with the Board on the selection of the chief executive officer and evaluation of such officer’s executive performance and other related matters, (5)(v) administration of stock plans and other incentive compensation plans, (6)(vi) approving overall compensation policies for the Company, and (7)(vii) handling such other matters that are specifically delegated to the Compensation Committee by the Board from time to time. Our Compensation Committee currently consists of Mr. Crowell, Mr. Levine and Dr. Faghri, each of whom satisfies the independence requirements of Nasdaq. The Compensation Committee held threetwo meetings in fiscal 2018.2019.

Nominating and Corporate Governance Committee.Our Nominating and Corporate Governance Committee is responsible for: (1)for (i) evaluating the composition, size and governance of ourthe Board and its committees and making recommendations regarding future planning and the appointment of directors to committees, (2)(ii) establishing a policy for considering stockholder nominees for election to ourthe Board, (3)(iii) evaluating and recommending candidates for election to ourthe Board, (4)(iv) overseeing ourthe Board’s performance and self-evaluation process and developing continuing education programs for our directors, (5)(v) reviewing our corporate governance principles and policies and providing recommendations to the Board regarding possible changes, and (6)(vi) reviewing and monitoring compliance with the Company’s Code of Business Conduct and Ethics (the “Code of Ethics”) and our Insider Trading Policy. Our Nominating and Corporate Governance Committee consists of Mr. Stewart, Dr. Kaplan, Dr. O’Brien (who is not standing for re-election) and Dr. Faghri, each of whom satisfies the independence requirements of Nasdaq. The Nominating and Corporate Governance Committee held two meetings during fiscal 2018.2019.  

The Board seeks to have a diverse group of members who possess the background, skills and expertise to make a significant contribution to the Board, to the Company and itsour stockholders. Desired qualities include:include (i) high-level leadership experience in business or administrative activities, and significant accomplishment;accomplishment, (ii) breadth of knowledge about issues affecting the Company;Company, (iii) proven ability and willingness to contribute special competencies to Board activities;activities, (iv) personal integrity;integrity, (v) loyalty to the Company and concern for its success and welfare;welfare, (vi) willingness to apply sound and independent business judgment;judgment, (vii) awareness of a director’s vital role in assuring the Company’s good corporate citizenship and corporate image;image, (viii) no present conflicts of interest;interest, (ix) availability for meetings and consultation on Company matters;matters, (x) enthusiasm about the prospect of serving;serving, (xi) willingness to assume broad fiduciary responsibility;responsibility, and (xii) willingness to become a Company stockholder.

In evaluating candidates, the committeeNominating and Corporate Governance Committee reviews all candidates in the same manner, regardless of the source of the recommendation. The policy of the Nominating and Corporate Governance Committee is to consider individuals recommended by stockholders for nomination as a director in accordance with the procedures described under “Director Nominations to be Considered by the Board.”

Corporate Governance Guidelines

The Board adopted a set ofmaintains Corporate Governance Guidelines, which, among other things, setsset forth the Company’s expectations and policies with respect to the roles and responsibilities of the Board, director affiliations and conflicts, director compensation, standards of director conduct, and the qualifications and other criteria for director nominees. The Nominating and Corporate Governance Committee is responsible for periodically reviewing and reassessing the adequacy of these guidelines and recommending changes to the Board for approval.

Code of Business Conduct and Ethics

The Company’s employees, officers and directors are required to abide by the Company’s Code of Business Conduct and Ethics (the “Code of Ethics”), which is intended to ensure that the Company’s business is conducted in a consistently legal and ethical manner. The Code of Ethics covers areas of professional conduct such as conflicts of interest, fair dealing, the protection of confidential information, and compliance with laws, regulations and rules. Any waiver of the policies or procedures set forth in the Code of Ethics in the case of officers or directors may be granted only by the Board and must be promptly disclosed as required by applicable law or the rules and regulations of Nasdaq.

Board Risk and Compensation Risk Oversight

The Board has oversight responsibility of the processes established to report and monitor systems for material risks applicable to the Company. The Board focuses on the Company’s general risk management strategy and the most significant risks facing the Company and ensures that appropriate risk mitigation strategies are implemented by management. The Board has delegated to its various committees the oversight of risk management practices for categories of risk relevant to their functions. For example, the Audit Committee oversees risks associated with the Company’s systems of disclosure controls and internal controls over financial reporting, as well as the Company’s compliance with legal and regulatory requirements, as well asand risks associated with foreign exchange, insurance, credit and debt. The Corporate Governance and Nominating Committee oversees risks associated with sustainability. The Compensation Committee considers risks related to the attraction and retention of talent, and risks related to the design of the compensation programs and arrangements.program. The full Board is responsible for considering strategic risks and succession planning and receives reports from each Committee as to risk oversight within their areas of responsibility.

The Company’s senior management periodically reports on risk management policies and practices to the relevant Board Committeecommittee or to the full Board so that any decisions can be made as to any required changes into the Company’s risk management and mitigation strategies or into the Board’s oversight of these.

Finally, as part of its oversight of the Company’s executive compensation programs,program, the Compensation Committee considers the impact of the Company’s executive compensation program, and the incentives created by the compensation awards that it administers, on the Company’s risk profile. In addition, the CompanyCompensation Committee reviews all of itsthe Company’s compensation policies and procedures, including the incentives that they create and factors that may reduce the likelihood of excessive risk taking,risk-taking, to determine whether they present a significant risk to the Company. Based on this review, the Company has concluded that its compensation policies and procedures are not reasonably likely to have a material adverse effect on the Company.

Board Diversity

The Company’s policy on Board diversity relates to the selection of nominees for the Board. In selecting a nominee for the Board, the Nominating and Corporate Governance Committee considers the skills, expertise and background that would complement the existing Board and ensure that its members are of sufficiently diverse and independent backgrounds, recognizing that the Company’s businesses and operations are diverse and global in nature. The Nominating and Corporate Governance Committee does not have a specific policy regarding diversity when assessing candidates for the Board, but may consider various kinds of diversity such as diversity of professional background and capabilities, knowledge of specific industries and geographic experience, as well as the more traditional diversity concepts of race, gender and national origin, experience and industry diversity, when considering whether to nominate an individual for Board membership. The Nominating and Corporate Governance Committee assesses the effectiveness of this objective when evaluating new director candidates and when assessing the composition of the Board. The Board believes it is important that its members represent diverse viewpoints and perspectives in their application of judgment to companyCompany matters. The Board will consider diversity as a key factor when considering future candidates for director when Board vacancies exist.

Board Leadership Structure

The Board has no formal policy with respect to the separation of the offices of the Chairman and the Chief Executive Officer, which are currently combined. However, the Board understands that no single leadership model is right for all companies and at all times. The Board believes that it should have the flexibility to make decisions as to the Chairman position from time to time in the way that it believes will best provide effective leadership for the Company. Accordingly, the Board periodically reviews its leadership structure, including whether these offices should be separate. The Board has determined that the current structure consisting of combined roles of Chairman and Chief Executive Officer is an effective and appropriate leadership structure for the Company at this time. All the current members of ourthe Board are independent, except for the CEO and COO/CFO, and all of our Board committees are composed entirely of independent directors.

To promote open discussion among the independent directors, the independent directors routinely meet in executive session without the participation of management at each regularly scheduled meeting of the Board.management. The Board does not have a lead independent director. The Chairman of the Audit Committee leads the sessions of the Board in which management directors and other members of management are not present.

DIRECTOR COMPENSATION

IndependentNon-employee members of ourthe Board are paidreceive $50,000 per year, payable quarterly, and are entitled to annual stock option and restricted stock grants for their services at the discretion of the Compensation Committee and upon approval of the Board. During fiscal 2018,2019, each director was granted stock options and shares of restricted stock as indicated in the table below.stock. In addition, the Chairs of the Compensation and Audit Committees are entitled toreceive an additional payment of $5,000 per year. In addition, our compensation policy provides forDirectors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with attendance at Board meetings or of anyand committee thereof.meetings. The Compensation Committee reviews non-employee director compensation annually and recommends changes to the Board for approval. During fiscal 2019 the non-employee directors received the following compensation:

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Since April 1, 2017,2018 we have not been a party to, nor have we currently proposed, any transaction or series of similar transactions in which the amount exceeds $120,000 and in which any director, executive officer, holder of more than 5% of our common stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than compensation agreements and other agreements whichthat are described in the “Executive Compensation” section of this proxy statement. The Company’s Directorsdirectors and executive officers are subject to annual related partyrelated-party certifications and the Code of Ethics, which requires that an employee or Directordirector avoid placing himself or herself in a position in which his or her personal interests could interfere in any way with the interests of the Company.

We have not made payments to directors other than the fees to which they are entitled as directors (described under the heading “Director Compensation”) and the reimbursement of expenses relating to their services as directors. We have made no loans to any director or officer nor have we purchased any shares of the Company from any director or officer.officer, other than the repurchase of shares from officers at fair market value to cover taxes relating to the vesting of shares of restricted stock.

PRINCIPAL STOCKHOLDERS

The following table sets forth information known to the Company regarding beneficial ownership of the Company’s common stock, as of July 1, 2018,2019, by each director and director nominee, each of the executive officers identified in the Summary Compensation Tabletable in the “Executive Compensation” section of this proxy statement, and by all of itsour directors and executive officers as a group (14(13 persons). The table lists the number of shares and percentage of shares beneficially owned based on 24,613,496 shares of common stock outstanding as of July 1, 2018. The figures in the table assume the exercise of all stock options currently exercisable or exercisable within 60 days of July 1, 2018 as well as all restricted stock which would vest within 60 days of July 1, 2018. Information in the table is derived from SEC filings made by such persons under Section 16(a) of the Exchange Act and other information received by the Company.

The following table sets forth each stockholder which,that, as of July 1, 2018,2019, is known by us to be the beneficial owner of more than 5% of our common stock. Information in the table is derived from SEC filings made by such persons pursuant to Section 13 of the Exchange Act and other information received by the Company. Except as indicated in the footnotes to this table, the entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.Act.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires that the Company’s executive officers, directors and greater than 10% ownersstockholders file reports of ownership and changes of ownership of the Company’s common stock with the SEC and Nasdaq. Based on a review of ownership reports filed with the SEC during fiscal 2018,2019, the Company believes that all Section 16(a) filing requirements were met during the year.

Executive Officers and Directors

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth information concerning our directors and executive officers as of July 1, 2018.2019. Each director is elected for a term specified in this proxy statement or until such person’s successor is duly elected and qualified.

Dr. Michael J. Hartnett has been with the Company for 26 years. He has been the President and Chief Executive Officer since April, 1992 and Chairman of the Board since June, 1993. Prior to that, Dr. Hartnett served as President and General Manager of our Industrial Tectonics Bearings Corporation, or ITB, subsidiary from 1990, following eighteen years at The Torrington Company, one of the three largest bearings manufacturers in the U.S. While at The Torrington Company, Dr. Hartnett held the position of Vice President and General Manager of the Aerospace Business Unit and was, prior to that, Vice President of the Research and Development Division. Dr. Hartnett holds an undergraduate degree from the University of New Haven, a Masters degree from Worcester Polytechnic Institute and a Ph.D.Doctoral degree in Applied Mechanics from the University of Connecticut. Dr. Hartnett has also developed numerous patents, authored more than two dozen technical papers and is well known for his contributions to the field of tribology, the study of friction. Dr. Hartnett served as a director of AftermarketATC Technology Corp.,Corporation, a publicly-held company in the business of re-manufacturingpublicly-owned third-party logistics and automotive aftermarket components for automobilesservice provider, until October, 2010, and served as a director of Process Fab Inc., a private company in the business of precision manufacturing and related services until March, 2014. Dr. Hartnett provides ourthe Board with significant leadership and executive experience. His proven leadership capability and his strong knowledge of the complex financial and operational issues facing mid-sized companies provides the Board with a unique and necessary perspective.

Richard R. CrowellDaniel A. Bergeron has been a director since June,2013 and has been with the Company for 16 years. He joined us in 2003 as Vice President, Finance and later that same year was appointed Chief Financial Officer. In 2017, he was additionally appointed Chief Operating Officer. From 2002 until 2003, he served as Vice President and Chief Financial Officer of Allied Healthcare International, Inc., a publicly-held provider of healthcare staffing services. Mr. Bergeron served as Vice President and Chief Financial Officer at Paragon Networks International, Inc., a telecommunications company, from 2000 to 2002. From 1998 to 2000, he served as Vice President and Chief Financial Officer of Tridex Corporation, a publicly-held software company. From 1987 to 1998, Mr. Bergeron held various financial reporting positions with Dorr-Oliver Inc., an international engineering and manufacturing company, including Vice President and Chief Financial Officer. Mr. Bergeron holds a Bachelor of Science degree in Finance from Northeastern University and a Master of Business Administration degree from the University of New Haven. Mr. Bergeron provides the Board with significant financial leadership and executive experience. His proven leadership capability and his strong knowledge of the complex financial and operational issues facing mid-sized companies provides the Board with a unique and necessary perspective.

Richard R. Crowell has been a director since 2002 and Chairman of the Compensation Committee since August, 2005. Mr. Crowell is a Managing Partner of Vance Street Capital LLC, a private equity investment firm he founded in 2007. Previously he was the President of Aurora Capital Group, a private equity investment firm he co-founded in 1991. Prior to establishing Aurora in 1991, Mr. Crowell was a Partner and President of Acadia Partners, a New York-based investment fund. From 1983 to 1987, he was a Managing Director, Corporate Finance for Drexel Burnham Lambert. He serves on the Executive Committee of the Board of Visitors forof the UCLAUniversity of California at Los Angeles Anderson School of Management. Mr. Crowell is a director of Micronics, Inc., IAC Industries, RST Instruments Ltd. and Motion Dynamics Corporation. AllCorporation, all of which are private companies in the businesses of filtration products, precision manufacturing, engineered solutions, engineered surgical products, precision wire components and related services. Mr. Crowell earned an M.B.A. from UCLA’s Anderson School and a B.A.Bachelor of Arts degree from the University of California at Santa Cruz.Cruz and a Master of Business Administration degree from UCLA’s Anderson School. Mr. Crowell brings broad business, financial and executive leadership experience to the Board developed through his leadership roles at Vance Street Capital LLC, Aurora Capital Group LLC, Acadia Partners and Drexel Burnham Lambert. He has extensive experience with a number of precision manufacturing and aerospace companies. In addition, Mr. Crowell’s experience in private investment enables him to bring a valuable investor’s view to ourthe Board and his relationships across the financial community strengthen the Company’s access to capital markets. His board memberships provide deep understanding of trends in the precision manufacturing and aerospace sectors, both of which present ongoing challenges and opportunities for the Company.

Dr. Amir Faghri has been a director at RBC Bearings Incorporated since July, 2004. Dr. Faghri is currently Distinguished Professor of Engineering and Distinguished Dean Emeritus at the University of Connecticut. He was the Dean of the School of Engineering at the University of Connecticut from 1998 to 2006, and the Head of the Mechanical Engineering Department from 1994 to 1998. While holding such academic and administrative positions as distinguished and chair professor, department head, and Dean, Dr. Faghri authored eight books and edited volumes, more than 310 archival technical publications (including 210 journal papers), and 9nine U.S. patents. He has served as a consultant to several major research centers and corporations, including Los Alamos and Oak Ridge national laboratories, Exxon Mobil Corporation, and Intel Corporation. Dr. Faghri's technical productivity is further complemented by his service on the editorial boards of eight scientific journals. Dr. Faghri has received many honors and awards, including the American Institute of Aeronautics & Astronautics (AIAA) Thermophysics Award in 1988, the American Society of Mechanical Engineering (ASME) Heat Transfer Memorial Award in 1988, the ASME James Harry Potter Gold Medal in 2005, and the ASME/AIChE Max Jakob Memorial Award in 2010. Dr. Faghri received a Bachelor of Science degree from Oregon State University and his M.S.Master of Science and Ph.D.Doctoral degrees from the University of California at Berkeley (1974,1976) and a B.S. with highest honors from Oregon State University (1973).Berkeley. As former Dean of the School of Engineering at the University of Connecticut from 1998 to 2006, with financial oversight responsibilities for all engineering departments and research centers, Dr. Faghri provides the Company with a wealth of valuable executive and engineering experience. His association with U.S. companies and global academia provides the Company with valuable state of the art engineering resources and workforce development.

Dr. Steven H. Kaplanhas been a director since 2018. He has been the president of the University of New Haven since 2004 and has led the University through a period of remarkable growth and development. In 2015, in recognition of his contributions to transforming the University, Dr. Kaplan was presented the Chief Executive Leadership Award by the Council for Advancement and Support of Education (CASE) District I. He also was named "Businessman of the Year" by Business New Haven magazine in 2008. Dr. Kaplan was awarded the 2011 William M. Burke Presidential Award for Experiential Education by the National Society for Experiential Education. Previously, Dr. Kaplan was chancellor and professor of English at the University of Virginia's College at Wise. Dr. Kaplan began his teaching career in 1982 as an Instructor of English at the University of Maryland, European Division. From 1985 to 1989, he served as Visiting Lecturer in American Studies at Eberhard-Karls Universität, Tübingen, Germany, one of the oldest and most highly regarded universities in Europe. After completing his doctoral studies at Eberhard-Karls Universität, he returned to the U.S. to teach English at the University of Southern Colorado. Dr. Kaplan also served as Dean of Arts and Humanities at the State University of New York at Buffalo and as Dean of the College of Liberal Arts and Sciences at Butler University. In addition to earning his Ph.D. in Comparative Literature at Eberhard-Karls Universität, Dr. Kaplan holds a Master of Arts degree (with a concentration in philosophy, German and English) from Eberhard-Karls Universität and a Bachelor of Arts degree from the University of California at Los Angeles. This knowledge and chief executive experience allows Dr. Kaplan to provide the Company with a wealth of valuable international executive experience and a perspective that provides the Board a critical resource for management. His association with U.S. companies and global academia provides the Company with a valuable state of the art executive management resource.

Alan B. Levinehas been a director and chairman of our Audit Committee since October, 2005. Mr. Levine served as Chief Financial Officer and Director of Virtual Access Networks, Inc. (2001from 2001 to 2002)2002 and Chief Financial Officer and Treasurer of Marathon Technologies Corporation (1998from 1998 to 2001).2001. Mr. Levine is currently a director, chairman of the audit committee, and a member of the compensation and special committees of Dynasil Corporation of America and Chairman of the Audit Committee.America. From January, 2007 until July,to 2011, he served as Vice President and Chief Financial Officer of the Graduate Management Admission Council. Prior to this, Mr. Levine was with Ernst & Young LLP from 1974 to 1998, and was Partner from 1986 to 1998, where he established and directed an Entrepreneurial Services practice. He is currently retired. Previously, Mr. Levine served as a director and Audit Committee Chairchairman of the audit committees of MCK Communications director and Audit Committee Chair of Nextera Enterprises, Inc., and director, chairman of the audit committees, and a member of the compensation committee of Magnatek, Inc. Mr. Levine earned a Bachelor of Arts degree from the University of Vermont. He also holds a Master of Accounting degree from the University of Arizona and was a certified public accountant. As chairman of our Audit Committee Mr. Levine has demonstrated that he is valuable to the Audit Committee’s function. He is the Company’s designated "audit committee financial expert" as defined by SEC regulations. Mr. Levine brings to the Board extensive demonstrated expert knowledge and experience in accounting and finance from his Master of Accounting degree and as a former partner with Ernst & Young LLP and a former Chief Financial Officer.chief financial officer. This knowledge and experience gives Mr. Levine a perspective that he is able to use to help the Audit Committee and Board understand the highly technical issues management confronts on a daily basis and to serve as a critical resource for management. Mr. Levine’s depth of business, accounting and financial experience makes him an excellent candidate as a member of our Board.

Dr. Thomas J. O’Brien has been a director and Audit Committee member since February, 2006. Dr. O’Brien has served as a professor at the University of Connecticut since 1986 and as the Head of the Finance Department from 1999 until 2007. Prior to this, Dr. O’Brien held positions at the University of North Carolina-Chapel Hill, Duke University, the University of North Carolina-Charlotte and Florida State University. In addition to Dr. O’Brien’s distinguished career as a professor, he has also written several books and has co-authored numerous papers and articles covering topics in finance. Dr. O’Brien earned a Bachelor of Arts degree in Economics from Davidson College. He received his MBAMaster of Business Administration degree from the University of Pennsylvania and holds a PhDDoctoral degree in Finance from the University of Florida. When he was elected as a director, Dr. O’Brien had established an impressive academic record in finance, and was Head of the Finance Department at the University of Connecticut. Dr. O’Brien provides the Company with a wealth of valuable academic finance knowledge and executive experience which qualifies him as a "Financial Expert""financial expert" for the Audit Committee. His continuing association with the University of Connecticut provides the Company and the Audit Committee and the Board with a valuable state of the artstate-of-the-art finance resource. This collective background and experience makes him an excellent candidate as a member of our Audit Committee and Board.

Edward D. Stewart has been a director since June, 2013. Mr. Stewart is the former Chairman of the Board of ATC Technology Corporation and has served on other company Boardsboards and Audit Committees.audit committees. Mr. Stewart has many years of financial and operational experience with General Electric Company including as Executive Vice President of GE Capital and Chief Financial Officer of a number of other GE businesses. Mr. Stewart formerly served as a member of the Board of Directors of Nordstrom fsb, a formerly wholly ownedwholly-owned subsidiary of Nordstrom, Inc., and a member of its Audit and Investment Committees. Mr. Stewart earned a Bachelor of Arts degree in Economics degree from Tufts University. Mr. Stewart is 76 years old His extensive financial experience qualifies him as a "Financial Expert" for theour Audit Committee. In addition, his service as a director of other publicly-traded and private companies areis a valuable resourcesresource to the Board. This collective background and experience makes him an excellent candidate as a member of our Audit Committee and Board.

Dr. Steven H. Kaplanhas been a director at RBC Bearings Incorporated since January, 2018. He has been the president of the University of New Haven since 2004 and has led the University through a period of remarkable growth and development. In 2015, in recognition of his contributions to transforming the University, Dr. Kaplan was presented the Chief Executive Leadership Award by the Council for Advancement and Support of Education (CASE) District I. He also was named "Businessman of the Year" by Business New Haven magazine in 2008. Dr. Kaplan also was awarded the 2011 William M. Burke Presidential Award for Experiential Education by the National Society for Experiential Education. Previously, Dr. Kaplan was chancellor and professor of English at the University of Virginia's College at Wise. Dr. Kaplan began his teaching career in 1982 as an Instructor of English at the University of Maryland, European Division. From 1985-1989, he served as Visiting Lecturer in American Studies at Eberhard-Karls Universität, Tübingen, Germany – one of the oldest and most highly regarded universities in Europe. After completing his doctoral studies at Eberhard-Karls Universität, he returned to the U.S. to teach English at the University of Southern Colorado. Dr. Kaplan also served as Dean of Arts and Humanities at SUNY College at Buffalo and as Dean of the College of Liberal Arts and Sciences at Butler University. In addition to earning his Ph.D. in Comparative Literature at Eberhard-Karls Universität, Dr. Kaplan holds a Master of Arts degree (with a concentration in philosophy, German and English) from Eberhard-Karls Universität and a Bachelor of Arts degree from the University of California at Los Angeles. This knowledge and Chief Executive experience allows Dr. Kaplan to provide the Company with a wealth of valuable international executive experience and a perspective that provides the Board a critical resource for management. His association with U.S. companies and global academia provides the Company with a valuable state of the art executive management resource and makes him an excellent candidate as a member of our Nominating & Governance Committee and Board.

Daniel A. Bergeron has been a director since June, 2013 and has been with the Company for 15 years. He joined us in May, 2003 as Vice President, Finance. On August 5, 2003, he was appointed Vice President and Chief Financial Officer. On June 7, 2017, he was additionally appointed Chief Operating Officer. From November, 2002 through May, 2003, he served as Vice President and Chief Financial Officer of Allied Healthcare International, Inc., a publicly-held provider of healthcare staffing services. Mr. Bergeron served as Vice President and Chief Financial Officer at Paragon Networks International, Inc., a telecommunications company, from June, 2000 to October, 2002. From April, 1998 to February, 2000, he served as Vice President and Chief Financial Officer of Tridex Corporation, a publicly-held software company. From July, 1987 to March, 1998, Mr. Bergeron held various financial reporting positions with Dorr-Oliver Inc., an international engineering and manufacturing company, including Vice President and Chief Financial Officer. Mr. Bergeron holds a B.S. in Finance from Northeastern University and an M.B.A. from the University of New Haven. Mr. Bergeron provides our Board with significant financial leadership and executive experience.  His proven leadership capability and his strong knowledge of the complex financial and operational issues facing mid-sized companies provides the Board with a unique and necessary perspective. This collective background and experience makes him an excellent candidate as a member of our Board.

Set forth below is information concerning our Executive Officersexecutive officers who are not directors.

Richard J. EdwardsPatrick S. Bannon has been with the Company since 1990.1991. He was appointed Vice President and General Managerin 2017.Hestarted his career as a manufacturing engineering manager with the Company’s ITB business in 1991 and then transferred to the Heim Bearings business as a manufacturing manager in 1995, and was promoted to plant manager of the Company’s ITB business in 1997. In 2002 he also assumed responsibility for the Company’s operations in Mexico. He was promoted to plant manager of the Company’s Aircraft Products operations in 2004 maintaining responsibility for Mexico and the Company’s engineered components business and was subsequently promoted to General Manager in 2008. In 2016 he also added General Manager responsibility for the Company’s AeroStructures and AeroComponents businesses. In 2017, he added management responsibilities for the Company’s Heim Bearings business. Mr. Bannon has a Bachelor of Science degree in Mechanical Engineering fromWorcester Polytechnic Institute.

Richard J. Edwardshas been with the Company since 1990 when he joined us as Manufacturing Manager for the Hartsville, South Carolina facility in 1990.facility. After holding the positions of Plant Manager for the Hartsville Plant, and Director of Operations for the RBC Divisions, he was named Vice President and General Manager for the RBC Divisions in 1996. Prior to joining us, Mr. Edwards spent six years with The Torrington Company as Materials Manager, and later Plant Superintendent in the Tyger River plant. He holds a Bachelor of Science degree in Management from Arizona State University.

Thomas J. WilliamsErnest D. Hawkins has been with the Company since 2006.2015. He joined us aswas appointed Vice President Finance and Chief Accounting Officer in 2017. From 2014 to 2017 he was Corporate General Counsel and Secretary in May, 2006. From April, 2001 through May, 2006, he served as Assistant General Counsel of Ingersoll-Rand Company, a publicly-held manufacturing company. Mr. Williams was a memberController of the law firmCompany’s Sargent Aerospace & Defense Division. From 2008 to 2014 he was Segment Controller for the Dover Engineered Systems division of Pepe & Hazard LLP and was with the firm from February, 1999 to April, 2001. From February, 1998 to February, 1999,Dover Corporation. Mr. Williams was engaged in the private practice of law and financial planning. From August, 1981 to February, 1998, Mr. Williams served as Director of International Taxes and subsequently as Associate General Counsel and Assistant Secretary for The Stanley Works a publicly-held manufacturing company. From October, 1973 to August, 1981 Mr. Williams was employed by the Internal Revenue Service in Boston and New York as an Internal Revenue Agent and International Examiner. Mr. WilliamsHawkins holds a B.S.B.A.Bachelor of Science degree in Accounting from Stonehill College and a J.D. from SuffolkBall State University and was a licensed certified public accountant.

Joseph Salamunovich joined the Company as General Counsel and Secretary in October 2018 and was appointed Vice President in May 2019. Prior to joining the Company Mr. Salamunovich was a partner at Strategic Law Partners, a boutique transactional law firm, from 2015 to 2018. From 1997 to 2010 he was Vice President, General Counsel and Secretary of ATC Technology Corporation, a publicly-owned third-party logistics and automotive aftermarket service provider, and from 2010 to 2015 he was Executive Vice President, General Counsel and Secretary of GENCO Product Lifecycle Logistics, a privately-owned third-party logistics service provider, which acquired ATC in 2010. Mr. Salamunovich was with Gibson, Dunn & Crutcher, LLP from 1986 to 1997 where he was a partner in the Corporate Department. He has a Bachelor of Arts degree in History from Loyola Marymount University and a Juris Doctor from Loyola Law School.

Robert M. Sullivan has been with joined the Company since 2016. He was appointed Corporate Controller on February 13, 2017. He joined usin 2016 as Assistant Corporate Controller and in March 2016.2017 was appointed Corporate Controller. From October 2013 to March, 2016 he worked at Sikorsky Aircraft Corporation involved in business development, program finance and financial planning and analysis. From August 2007 until October 2013 he was employed by Ernst & Young LLP as an Audit Manager. Mr. Sullivan holds a Bachelor of Science degree in Accounting from Fairfield University, a Master of Science degree in Accounting and Taxation from the University of Hartford, and he is currently pursuing his Mastersa Master of Business Administration degree from the University of Connecticut. He is a licensed certified public accountant.

Ernest D. Hawkins has been with the Company since 2015. He was appointed Vice President Finance and Chief Accounting Officer on June 7, 2017. Since April, 2014 he was Corporate Controller of the Company’s Sargent Aerospace & Defense Division. From January, 2008 to April, 2014 he was Segment Controller for the Dover Engineered Systems division of Dover Corporation. Mr. Hawkins holds a Bachelor of Science degree in Accounting from Ball State University and was a licensed certified public accountant.

Patrick S. Bannon has been with the Company since 1991. He was appointed Vice President and General Manager onNovember 3, 2017.Hestarted his career as a manufacturing engineering manager with the Company’s ITB business in June 1991. He transferred to the Heim Bearing business as a manufacturing manager in 1995 and was promoted to plant manager of the Company’s ITB business in 1997 and in 2002 he also assumed responsibility for the Company’s operations in Mexico. He was promoted to plant manager of the Company’s Aircraft Products operations in 2004 maintaining responsibility for Mexico and the Company’s engineered components business and was subsequently promoted to General Manager in 2008. In 2016 he also added General Manager management responsibility for the Company’s AeroStructures and AeroComponents businesses. In October 2017, he added management responsibilities for the Company’s Heim Bearings business. Mr. Bannon has a Bachelor of Science degree in Mechanical Engineering with High Distinction from Worcester Polytechnic Institute.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis provides a detailed description of our executive compensation philosophy and programs,program, the compensation decisions the Compensation Committee has made under those programsthis program, and the factors considered in making those decisions. This Compensation Discussion and Analysis focuses on the compensation of our named executive officers (“NEOs”)(NEOs) for fiscal 2018,2019, who were:

The following information can be found in this year’s Compensation Discussion and Analysis and supporting tables:

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis. Based on that review and discussion, the members of the Compensation Committee identified below recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement.

Respectfully submitted,

The Compensation Committee of the Board of RBC Bearings Incorporated

Richard R. Crowell (Chairman)

Alan B. Levine

Dr. Amir Faghri

Executive Summary: An Overview of Fiscal 2018

At last year’s annual meeting, approximately 93.9% of stockholder votes supported the advisory vote to approve executive compensation. The Company and Compensation Committee were disappointed with this outcome and wanted to take an opportunity to address the issues that were raised.

Compensation Philosophy and ProgramsProgram

The Company’s core focus is on the delivery of sustainable Company performance and long-term stockholder value. The Company’s compensation programs areprogram is designed to further and support this focus and to incentivize and reward executives for achieving outstanding performance and generating value for the Company’s stockholders. In light ofDuring the outcome of last year’s advisory “Say-on-Pay” vote,period between our 2017 and 2018 annual meetings, the Company conducted a thorough review of its compensation philosophy and programs,program, as well as the Company’s performance and creation of value for our stockholders. The objective of this review was to assess whether our existing compensation programs wereprogram was in fact properly aligning executive compensation with stockholder interests and realizing the pay-for-performance philosophy that we embrace. Our conclusion, as described in greater detail below, was that based on the Company’s outstanding performance relative to our peers, our compensation program is properly incentivizing our executive leadership to drive the Company forward and generate value for our stockholders. Based on this conclusion, and following a number of changes to the compensation programsprogram in fiscal 2014, we determined that substantive changes were not necessary at that time.

For fiscal 2018,2019, the CEO’s total compensation was $7,888,243,$11,640,585, of which $7,056,418$10,807,495 (or 89.5%92.8%) was pursuant to a performance-based compensation program. The following pay mix graph for the CEO demonstrates the focus on performance-based pay.

Stockholder Engagement

The Company is committed to maintaining an ongoing dialogue with our stockholders to understand any concerns they may have with our compensation program or otherwise. FollowingToward that end, from time to time the “Say on Pay” outcome in respect of fiscal 2016, the Company has reached out to a number of stockholders to discuss our compensation program, explain the basis for our compensation decisions, and invite stockholder feedback regarding specific concerns with our compensation program. Based on the feedback and the results of the 2018 shareholder voting results, theThe Compensation Committee has evaluated and will continue to evaluatethen used this feedback when evaluating our compensation program design in fiscal 2019.design.

Our discussions with our stockholders generally focusedfocus on their process for evaluating “Say-on-Pay” and pay for performancepay-for-performance issues. In certain cases, stockholders have indicated they vote on compensation issues based on evaluations made by their internal staff, while others indicated they vote on compensation issues taking into consideration the recommendations made by whomever they use for proxy advisory services. Below, we directly address the following primary issues raised in the past with respect to our compensation program by proxy advisory service providers:

Following this discussion, we set forth highlights of our fiscal year 20182019 financial performance that demonstrate the effectiveness of our executive compensation program.

Executive Pay Program Updates and 2018 Say on Pay Vote

At our 2017 Annual Stockholders Meeting, approximately 93.9% of votes cast supported the Company’s executive compensation program. This included the support of a majority of our largest stockholders (excluding management), and reflected a significant improvement versus the prior year.

During 2017, our Compensation Committee, working with management, undertook a review of our executive compensation programs.program. This effort included discussions with 15 major institutional stockholders and their corporate governance groups specifically regarding executive compensation, analysis of market practices at peer companies, and retention by the Compensation Committee of an independent compensation consultant. The objective of the investor outreach was to understand the factors our stockholders consider to be most important when evaluating our executive compensation program. We learned that stockholders were not seeking major changes to our executive compensation program, but rather that they had some ideas to refine and improve the program, often specific to CEO pay. Major stockholders were not prescriptive about plan design. Instead, they were more interested to see that the results and outcomes delivered by the plans were appropriately aligned with Company-wide and individual performance.

        During 2017Key feedback we took actionhave received from our stockholders and the actions we have taken in response to investor feedback:are:

The Use of EBITDA

EBITDA is the core measure used to assess Company operating performance under the variable pay programsprogram applicable to our named executive officers. EBITDA is defined as theour consolidated operating income plus depreciation, amortization and incentive stock compensation as reported by the Company.compensation. The Company and Compensation Committee believe that EBITDA is the most appropriate measure of operating performance for a number of reasons, and that, of the various performance metrics we could use under our variable pay programs,program, EBITDA most closely aligns with our stockholders’ best interests. A shared theme concerning the 2015 “Say on Pay” advisory vote was that we use EBITDA as the primary performance metric for purposes of the formulaic components of our performance-based compensation. The Compensation Committee uses EBITDA performance to determine the variable compensation of the CEO. The CEO’s annual performance incentive is based solely on EBITDA performance. The achievement of plan results in an annual incentive of 150% of base salary, with no incentive earned for achieving less than 80% of plan. EBITDA is also used to determine the size of awards under the long-term incentive program, requiring minimum performance of 75% of plan during the year to earn an award of both stock options and restricted stock. We took this observation very seriously and we revisited our use of EBITDA as the primary performance metric under both our short-term and long-term incentive plans. In our case, we continue to believe quite strongly that EBITDA is the most appropriate metric and that its use as the primary performance metric is a significant driver for our outstanding results and stock performance.

We did considerhave considered alternatives to the continued use of EBITDA, such as TSR (i.e., total shareholder return (“TSR”)stockholder return). We recognize that many companies use TSR as a performance metric under their compensation programs, and that its use is familiar to, and might be welcomed by, some shareholders.stockholders. However, the feedback we received from our stockholders recommended against using TSR, and upon considering how TSR would apply to RBC, we identified a number of challenges, particularly relating to the selection of an appropriate peer group with respect to TSR. Incorporating TSR as a performance metric would also be a major change internally to our organization and could disrupt how we run the business and achieve the results we have over the last 13several years. We have relied on EBITDA as our primary performance metric since our IPO in 2005, when our stock entered the market at $14.50 per share. On July 1, 2018, we were trading2019, our stock closed at $128.81$169.05 per share. We believe we are unique among our peers in achieving this result for our shareholders.stockholders.

Our adoption of the ROIC metric for fiscal 2018 equity compensation iswas based on the belief that ROIC captures not just profitability but whether the magnitude of profitability is appropriate for the investments made. ROIC can also be compared across companies and industries and provides a closer link to key drivers of value creation. We also believe that ROIC works in close synergy with our primary EBITDA metric.

Maintaining ourOur Compensation Comparator Group

The Compensation Committee reviews the Compensation Comparator Group (“ComparatorCompany’s compensation comparator group (the “Comparator Group”) annually to ensure it remains fitappropriate for the purposes of establishing annual executive compensation. Given the significant impact the Sargent acquisition had on the Company, updating the peer group for 2016 was necessary due to the increased size of the Company and its higher weighting within the aerospace sector. In assessing the composition of the Comparator Group, we use a number of selection criteria, including industry focus, company scope measured through revenue, market capitalization, headcount and financial growth. The Compensation Committee, along with confirmation by our stockholders, believes that this customized approach is preferable to an algorithmic GICS code approach to selecting a peer group, which lacks the precision and ability to take into account unique circumstances that we believe are crucial to devising a fairly representative peer group, particularly for companies like us that happen to be smaller than many of our competitors in the marketplace.

The Compensation Committee believes that offering competitive compensation packages to our leadership team is critical to retaining for both the Company and our stockholders, the talent that has driven the outstanding results we have achieved during the past several years. To be legitimately competitive, our compensation program must be benchmarked against the full array of our competitors, not solely against our similarly sized competitors. As part of our comprehensive compensation review during fiscal year 2017, ourDetails regarding the Comparator Group remain unchanged from that in 2016. Details can be found on page 30.below under “Compensation Governance and Policies – Policies.” Our executives’ compensation is targeted at the 50^th percentile against this marketthe Comparator Group.

Pay for PerformancePay-for-Performance Philosophy

The Company enthusiastically embraces the pay for performancepay-for-performance philosophy, and it was this philosophy that guided the Compensation Committee’s deliberations regarding whether to modify our compensation program forafter fiscal year 2018.2017. As described in greater detail in the following section, the Company achieved outstanding performance across numerous metrics during fiscal year 2018. We2019 and we believe this outstanding performance underscores the effectiveness of our compensation program. The program we have designed is incentivizing our executive team to drive the results that create value for our stockholders, and motivating our executive team to sustain that value creation in future fiscal years by rewarding the value created in fiscal year 2018.2019. We believe our compensation program exemplifies a properly functioning pay for performance approach to compensation. We have constructed a compensation program that incentivizes our executive team to outperform our peers, and they have delivered on that objective, thereby generating significant value for our stockholders. We believe that maintaining our compensation program is a key component to sustaining this value creation for our stockholders through future fiscal years.

Operating Performance Highlights and Pay Outcomes in 2018

Operating Results:Stock Performance

The Company’s operating results for fiscal 20182019 demonstrated solid execution and continued strong operating performance. Net sales increased 9.7% from the previous year with corresponding significant increases to operating income, net income, diluted earnings per share and EBITDA.performance:

Stock Performance:

As reported in the Company’s fiscal 2018 Form 10-K annual report, theThe following graph shows the total return to our stockholders compared to the Russell 2000 Small Cap Index and the Nasdaq Composite Index over the period from March 30, 201329, 2014 to March 31, 2018.30, 2019. Each line on the graph assumes that $100 was invested in our common stock on March 30, 201329, 2014 or in the respective indices at the closing price on March 30, 2013.29, 2014. The graph then presents the value of these investments, assuming reinvestment of dividends, through the close of trading on March 31, 2018.

30, 2019.

*

The cumulative total return shown on the stock performance graph indicates historical results only and is not necessarily indicative of future results.

These performance achievements resulted in:

More detail is provided in the following sections on the performance and decisions related to these awards.

Compensation Governance and Policies

Compensation Objectives and Philosophy

The Company’s compensation programs areprogram is designed to reward executives based on favorable performance and results. Compensation policies and plans (including benefits) are designed to attract and retain top quality and experienced executives by providing the opportunity to earn competitive cash compensation based on corporate, business unit and individual performance, plus the opportunity to accumulate stock-based wealth commensurate with the long-term growth and value created for the Company’s stockholders.

The Company seeks to attract executive talent by offering competitive base salaries and annual and long-term performance incentive opportunities. The Company provides incentives that promote both the shortshort- and long-term financial and strategic objectives of the Company. Achievement of short-term objectives is rewarded through base salary and annual performance incentives, while long-term incentive grants (primarily stock options and restricted stock) encourage executives to focus on and align themselves with the Company’s long-term goals as well. These incentives are based on an approved operating plan based on EBITDA, which by its nature captures financial objectives of importance to the Company including revenue and earnings growth, cash flow generation, and creation of stockholder value. The Company’s compensation program also accounts for individual performance, which enables the Company to differentiate among executives and emphasize the link between personal performance and compensation. In addition, for fiscal 2018 forward, an additional ROIC metric has been addedis used for a portion of the CEO’s and COO/CFO’s equity compensation program.compensation.

Compensation Process

Governance Policies

Interlocks and Insider Participation

.No member of the Compensation Committee has ever been an officer or employee of the Company, or had any relationship with the Company requiring disclosure as a related-party transaction in the section “Certain Relationships and Related Transactions” of this proxy statement. No executive officer of the Company has served on the board of directors or compensation committee of any other entity that has or has had one or more executive officers who served as a member of the Board or the Compensation Committee during fiscal 2018.2019.

Executive Compensation Clawback Policy

.The Company maintains an Executive Compensation Clawback Policy to deter fraud and intentional illegal conduct that materially contributes to a restatement of our financial statements. The policy provides that if it is found that an Executive Officerexecutive officer engaged in fraud or intentional illegal conduct that materially contributed to the need to restate our financial statements, and the amount of any performance-based compensation actually paid or awarded to such Executive Officerexecutive officer would have been less had it been calculated based on such restated financial statements then, subject to certain exceptions set forth in the Policy, the Compensation Committee can seek to recover the after-tax portion of the difference between the amount actually paid and the amount that should have been paid.

The full Executive Compensation Clawback Policy can be found as Exhibit 10.1 to our Current Report on Form 8-K dated July 25, 2013. This policy will be revised as required under the Dodd-Frank Act once the regulations implementing the clawback policy requirements of that law have been finalized.

Stock Ownership Guidelines

.We operatehave stock ownership requirements for each of our Executive Officersexecutive officers and Non-Employee Independent Directors.non-employee directors. These stock ownership requirements are designed to encourage stock ownership by our Executive Officersexecutive officers and Non-Employee Independent Directorsnon-employee directors and to further align their interests with our stockholders. Each Executive Officerexecutive officer and Non-Employee Independent Directornon-employee director must achieve and maintain ownership of ordinary stock or ordinary stock equivalents at or above a prescribed level. The requirements are as follows:

Our stock-ownership program requires the accumulation of ordinary stock (or ordinary stock equivalents) over a five-year period following the date the person becomes subject to stock-ownership requirements. Executive Officersofficers who experience a change of title or in base salary and who have their stock ownership requirement increased as a result, have three years from the date of such change to achieve the new level from the date of such event.ownership. Ownership credit is given for actual ordinary stock and restricted stock owned, whether or not vested. Stock options do not count toward meeting the stock-ownership target unless the stock option is exercised and the stock received through the exercise is held as ordinary stock.target. The Compensation Committee reviews compliance with these guidelines on an annual basis.

The full text of the Company’s Stock Ownership Guidelines is filed asExhibit 10.1 to our Current Report onForm 8-K dated June 17, 2013.

Maintaining a Compensation PeerComparator Group

.The Compensation Committee compares the Company’s senior management compensation levels with those of companies in industries related to the Company and similar-sized companies in the industrial machinery, aerospace & defense, electronic equipment & instruments, electrical equipment, and semiconductor bearings industries. During 2016 the Compensation Committee undertook a review of our compensation peer group with the support of Radford, the Compensation Committee’s independent advisor. Given the significant impact the 2015 Sargent acquisition had on the Company, updating the peer group was necessary due to our increased size and higher weighting with the aerospace sector. A number of criteria were identified to inform the selection of appropriate peers, including industry focus, company scope measured through revenue, market capitalization, headcount and financial growth. As a result of the analysis, for 2016, six companies were removed from the previous peer group and seven companies were added. For 2018,No changes have been made to the peer group remains unchanged from 2017.

since then.

The Compensation Committee targets all elements of compensation at the 50th50^th percentile of our peer group.the Comparator Group.

Compensation Program Components and Pay Outcome for Fiscal 2019

The Compensation Committee regularly reviews and updates the Company’s compensation program for the CEO and other executive officers to ensure that compensation levels and benefits are competitive and reasonable, as measured against our peer groupthe Comparator Group and using the guidelines described above.

The named Executive Officer’sNEOs’ core compensation elements are base salary, an annual cash incentive, and a long-term equity incentive award in the form of Restricted Stockrestricted stock and Stock Options.stock options. Details and outcomes for fiscal 20182019 are described below.

Base Salaries

Base salaries are reviewed annually. In 2018,2019, the Compensation Committee reviewed the base salary of the CEO in accordance with his 2017 Amendedemployment agreement, and Restated Employment Agreement. The Compensation Committee also reviewed the CEO’s salary recommendation for the other named executive officers.NEOs.

In reviewing and approving changes in base salary, the Compensation Committee takes account of a number of factors including:

As a result of the review, the following changes based on fiscal years, were recently approved:

In approving these changes, the Compensation Committee took into account the performance of and achieved by the individuals and their salaries’ competitive relationship to industry and market level considerations within the ranges the Compensation Committee considers reasonable and necessary for the relativerespective positions.

Annual Incentive Compensation Plan

Under the Company’s annual incentive compensation plan (“Annual(the “Annual Incentive Plan”), the Company pays performance-based annual cash incentive awards. The Annual Incentive Plan primarily assesses performance relative to stretching EBITDA goals on a formulaic and/or discretionary basis. As explained above (see page 25),in “Stockholder Engagement – The Use of EBITDA,” EBITDA is the primary measure under the Annual Incentive Plan for a number of reasons:Plan.

The core EBITDA goal under the Annual Incentive Plan for fiscal 2018 was set at $168,145,000 in accordance with the operating plan. This stretching goal represented an increase of 4.5% on actual $160,840,000 EBITDA achieved in fiscal 2017. Actual EBITDA for fiscal 2018 was $177,886,000 which equated to 105.9% of the stretching goal in the operating plan.

Fiscal 2018 Summary

The following Annual Incentive Plan payments were approved by the Compensation Committee in respect of performance during fiscal 2018:

Awards under the Annual Incentive Plan are subject to the Executive Compensation Clawback Policy (see page 29 above for a description of the Executive Compensation Clawback Policy). The discretionary bonus to Mr. Bannon was based on his achievement of selected objectives and overall Company performance.

For our named Executive Officers other than Dr. Hartnett and Mr. Bergeron, a broader range of performance measures, beyond EBITDA, are taken into account when determining their payments under the Annual Incentive Plan, to reflect the areas for which they are directly accountable. During the year, the named executive officers were eligible for annual cash incentive awards under the Annual Incentive Plan as follows, with percentages expressed relative to year-end base salary:

In addition, the Compensation Committee may pay additional discretionary bonuses to the named Executive Officers other than the CEO in the case of exceptional performance¹.

An explanation of the performance assessment and annual incentive payments awarded during the year are set out below.

 Dr. Michael J. Hartnett

CEO.In accordance with the CEO’s April 2, 2017 Amended and Restated Employment Agreement,employment agreement, the CEO is entitled to an annual performance incentive equal to an amount determined as a percentage of the CEO’shis fiscal year-end base salary based on the following criteria:as follows:

Actual EBITDA relative to Plan for fiscal year 2018 was 105.9%. This resulted in an annual incentive payment for Dr. Hartnett of 150% ofCOO/CFO. In accordance with his base salary, or $1,162,530.

Daniel A. Bergeron

Theemployment agreement, the Vice President, Chief Operating Officer and Chief Financial Officer is eligible for an annual performance incentive based on the following criteria:equal to a percentage of his fiscal year-end base salary as follows:

Actual EBITDA relative to Plan for fiscal year 2018 was 105.9%. This resulted in an annual incentive payment forOther Executive Officers. For executive officers other than Dr. Hartnett and Mr. Bergeron, a broader range of 90% of salary, or $450,000.performance measures, beyond EBITDA, are taken into account when determining their payments under the Annual Incentive Plan in order to reflect the areas for which they are directly accountable.

Patrick S. Bannon and Richard J. Edwards

Named Executive OfficersThe Annual Incentive Plan payments for executive officers who are in charge of operating segments are eligible for an annual performance incentive of up to 60% of their base salary, based on the following three-part performance in three areas.plan:

The CEO reviews non-financial performance in areas critical to the long-term success of the business.

The Annual Incentive Plan payments for each executive officer who is not in charge of an operating segment (e.g., the Vice President and Chief Accounting Officer) is equal to a percent of his fiscal year-end base salary, determined at the discretion of the CEO based on the Company’s overall performance and the executive officer’s individual performance relative to established goals and objectives.

Based on the foregoing, the NEOs other than the CEO and the COO/CFO are eligible for the following cash incentive awards under the Annual Incentive Plan (expressed as percentages of fiscal year-end base salary):

Discretionary Bonuses. In addition to Annual Incentive Plan compensation, the Compensation Committee may approve additional discretionary bonuses to the executive officers, other than the CEO, in the case of exceptional performance (which is determined based on the CEO’s subjective evaluation of performance relative to a number of factors, including, but not limited to, “Cash Flow,” “Cumulative Earnings Per Share Growth,” “Customer Service Levels” and “Debt (Net Debt) to Capital”).

Awards under the Annual Incentive Plan are subject to the Executive Compensation Clawback Policy.

Annual Incentive Plan Payments for Fiscal 2019. The EBITDA goal under the Annual Incentive Plan for fiscal 2019 was set at $185,155,000 in accordance with the operating plan. This stretching goal represented an increase of 4.1% over $177,886,000 of EBITDA achieved in fiscal 2018. EBITDA achieved in fiscal 2019 was $195,504,000, which equated to 105.6% of the stretching goal in the operating plan. Based on this performance, the Compensation Committee approved the following Annual Incentive Plan payments and discretionary bonuses for fiscal 2019:

Dr. Michael J. Hartnett. Based on fiscal 2019 EBITDA being 105.6% of the operating plan, Dr. Hartnett received an annual incentive payment for fiscal 2019 equal to 150% of his base salary.

Daniel A. Bergeron. Based on fiscal 2019 EBITDA being 105.6% of the operating plan, Mr. Bergeron received an annual incentive payment for fiscal 2019 equal to 90% of his base salary.

Patrick S. Bannon.For fiscal 2018,2019, Mr. Bannon achieved 83.9%93.7% of his goal under element (1)part 1 of his operatingperformance plan and therefore received a payment equal to 20%70% of the targeted amount under that elementpart, which is 30% of his base salary of $250,000; this calculatesamounted to $15,000.a payment of $52,500. Mr. Bannon exceeded his goal under element (2)part 2 of his performance plan and therefore received a payment equal to 100% of his targeted amount under that part, which is 15% of his base salary; this amounted to a payment of $37,500. Mr. Bannon received a payment under part 3 of his performance plan equal to 100% of the targeted amount under that part, which is 15% of his base salary; this amounted to a payment of $37,500. Mr. Bannon’s total Annual Incentive Plan payment for fiscal 2019 was 51.0% of his base salary. In addition, Mr. Bannon received a discretionary bonus of $97,500 for fiscal 2019.

Richard J. Edwards. For fiscal 2019, Mr. Edwards achieved 106.0% of his goal under part 1 of his performance plan and therefore received a payment equal to 130% of the targeted amount under that part which is 30% of his base salary of $326,000; this amounted to a payment of $127,140. Mr. Edwards exceeded his goal under part 2 of his operating plan and therefore received a payment equal to 100% of his targeted amount under that elementpart, which is 15% of his base salarysalary; this amounted to a payment of $250,000; this calculates to $37,500. Last,$48,900. Mr. BannonEdwards received a payment under element (3)part 3 of his operating plan equal to 100%representing 50.1% of the targeted amount under that elementpart, which is 15% of his base salary of $250,000;salary; this calculatesamounted to $37,500.

For fiscal 2018, Mr. Edwards achieved 137.1% of his goal under element (1) of his operating plan and therefore received a payment equal to 200% of the targeted amount under that element which is 30%$24,500. Mr. Edwards’ total Annual Incentive Plan payment for fiscal 2019 was 61.5% of his base salary of $318,000; this calculates to $190,800. Mr. Edwards exceeded his goal under element (2) of his operating plan and therefore received a payment equal to 100% of his targeted amount under that element which is 15% of his base salary of $318,000; this calculates to $47,700. Last, Mr. Edwards received a payment under element (3) of his operating plan representing approximately 24% of the targeted amount under that element which is 15% of his base salary of $318,000; this calculates to $11,500.salary.

In aggregate, this resulted in

Ernest D. Hawkins. Based on the following annual incentive payments:

In addition, the Vice President and General Managers were paid discretionary bonuses as described above.

Thomas J. Williams

The Corporate General Counsel & Secretary is eligible for an annual targeted performance incentive equal to a percent of his base salary, determined at the discretion of the CEO based on the Company’s overall performance and Mr. Williams’Hawkins’ individual performance relative to established goals and objectives. The actual annual performance incentive payable toobjectives for fiscal 2019, Mr. Williams, as determined by the CEO, is not limited to the targeted percent.

Mr. WilliamsHawkins received an annual incentive payment of 40%21% of his base salary, or $106,800.$50,000, for fiscal 2019.

Long-Term Equity Incentive Program

The Company makes awards under theits 2013 Long-Term Incentive Plan and the 2017 Long-Term Incentive Plan.Plan (the “Long-Term Incentive Plans”). These plans provide for grants of stock options, restricted stock and other types of equity awards for executive officers and other key managers.

In fiscal 20182019, as was the case in fiscal 2017,2018, awards were made to the CEO and named Executive Officersthe other NEOs in the form of stock options and restricted stock. The purpose of these awards is to align management and stockholder interests over the long-term,long term, by creating a strong and direct long-term relationship between executive compensation, value creation and stockholder returns. Furthermore, any awards under the Long-Term Incentive Plans provide the recipients with an incentive to maximize stockholder value and contribute to our success, while simultaneously enabling us to attract, retain and reward the best available people to lead ourthe Company.

When determining whether to make awards under the Long-Term Incentive Plans to our named executive officers, and when determining the size of any such awards, the Compensation Committee considers a number of factors:

Starting with fiscal 2018 the criteria for determining the award size for the CEO was changed to the following, with the intent to implement a 20% reduction based on achievement of 100% of target:

The long-term incentive awards have the following design features:

In addition, based on feedback from our outreach programCEO and COO/CFO. Starting with stockholders, an ROIC Based Equity Compensation Award Plan (“ROICAP”)fiscal 2018 the criteria for determining the Performance Period Fiscal Year 2018 was put in placeaward size for the CEO was changed to the following performance-based matrix, with the following target numberintent to implement a 20% reduction based on achievement of awards:100% of target:

Target Number of Restricted Stock Units = 10,000

Target Number of Stock Options = 12,000

Starting with fiscal 2018 the criteria for determining the award size for the COO/CFO was changed from discretionary to the following performance basedperformance-based matrix:

In addition, the ROICAP for the Performance Period Fiscal Year 2018based on feedback from our outreach program with stockholders, an ROIC-Based Equity Compensation Award Plan (the “ROICAP”) was put in place for the CEO and the COO/CFO withstarting in fiscal 2018. The CEO ROICAP provides target awards of 10,000 shares of restricted stock and 12,000 stock options while the followingCOO/CFO ROICAP provides target numberawards of awards:

Target Number5,000 shares of Restricted Stock Units = 5,000

Target Number of Stock Options =restricted stock and 10,000

stock options. The ROICAP Program is targeted to comprise approximately 1/3 of the CEO’s and/or the COO/CFO’s total equity incentive compensation in a year where ROIC targets are achieved. The types of grants authorized under this newthe ROICAP Program are as follows:

Restricted Shares - where 1/3 of such restricted stock award if earned and granted shall vest on each of the first, second and third anniversary of the grant date.

Stock Options - where 1/5 of such options granted shall vest and become exercisable on each ofTargets for the first, second, third, fourth and fifth anniversary of the grant date. The exercise price for all such options shall be the closing price of the Company’s common stock on the date of grant. Such options shall expire on the 7th anniversary of the date of grant.

As mentioned, the first Performance Period is fiscal 2018. The Performance MeasuresROICAP are established at the beginning of the Performance period and calculated in accordance with the methodology in the approved annual External Plans.

Performance Measures - The number of Restricted Shares or Stock Options earned are determined by reference to Return on Invested Capital (“ROIC”). ROIC targets are to be approved annually by the Compensation Committee. ROIC is defined as Adjusted Operating Income (“AOI”)adjusted operating income (AOI) tax effected divided by Equityequity plus Debtdebt less Cash (“Total Capitalization”).cash. AOI is defined as Operating Income (adjustedoperating income adjusted to eliminate the effects of asset impairments, restructurings, acquisitions, divestitures, other unusual or non-recurring items, plant closing costs, and the cumulative effect of tax or accounting changes, as determined in accordance with U.S. GAAP, as applicable).

Forapplicable. The number of performance-based restricted shares or stock options earned under the ROICAP for a fiscal 2018, the ROIC Plan target was equal to 8.5%. For fiscal 2018, the actual ROIC achieved was 10.49%.

The Number of Performance Based Restricted Shares or Stock Options Earned for the Performance Periodyear is determined as follows:

[(Award Multiple * [TARGET NUMBER]]x (TARGET NUMBER)) = number of shares /÷ options actually granted.

For fiscal 2019, the ROICAP target was equal to 11.38% and ROIC achieved was 12.75%.

Other Executive Officers. When determining whether to make awards under the Long-Term Incentive Plans to the executive officers, other than the CEO and the COO/CFO, and when determining the size of any such awards, the Compensation Committee considers a number of factors:

Long-Term Equity Incentive Awards for Fiscal 2019.Based on the PercentageEBITDA achieved in fiscal 2019 equaling 105.6% of Actualthe operating plan and the ROIC percentage achieved for fiscal 2019 equaling 12.75%, the Compensation Committee approved the following awards under the Long-Term Incentive Plans in fiscal 2020:

Based on the fiscal 2019 EBITDA to Plan equaling 105.9%,component of the Long-Term Incentive Plans, Dr. Hartnett was awarded 32,040 shares of restricted stock and 52,000 stock options, and Mr. Bergeron was awarded 15,000 shares of restricted stock and 15,000 stock options.

Based on the actualfiscal 2019 ROIC, achieved of 10.49%, Dr. Hartnett was awarded 20,000 shares of restricted stock and 24,000 stock options.

Based on the Percentage of Actual EBITDA to Plan equaling 105.9%, Mr. Bergeron was awarded 15,000 shares of restricted stockoptions, and 15,000 stock options.

Based on the actual ROIC achieved of 10.49%, Mr. Bergeron was awarded 10,000 shares of restricted stock and 20,000 stock options.

Restricted Stock and Stock Options

As of the end of fiscal 2018, there remained 100,399 shares available for issuance as restricted stock and stock options under the 2013 Long-Term Incentive Plan. As of the end of fiscal 2018, there remained 1,500,000 shares available for issuance as restricted stock and stock options under the 2017 Long-Term Incentive Plan. Actual EBITDA during the year was 105.9% of plan. Based on these performance results, the following awards were approved by the Compensation Committee in fiscal 2018:

For further information regarding base salary, performance-based annual cash incentive awards under the Annual Incentive Plan, and equity awards under the Long-Term Equity Incentive ProgramPlans for the named executive officers,NEOs, see ”Summary Compensation” below. Note however that the information regarding Long-Term Equity Incentive Plan awards presented in the Summary Compensation table relates to awards made in fiscal 2019 based on fiscal 2018 performance, while information regarding the awards made in fiscal 2020 based on fiscal 2019 performance will be presented in the Summary Compensation table appearing in next year’s proxy statement.

Benefits and Perquisites

In addition to the core elements of compensation explained in the previous section (i.e.(i.e., base salary, performance-based annual cash incentive awards under the Annual Incentive Plan, and equity awards under the Long-Term Equity Incentive Program)Plans), named Executive OfficersNEOs are eligible for certain additional benefits, perquisites and plans, as described below.

Retirement Plans

The CEO and other executive officers are entitled to participate in the Company’s 401(k) plan on the same terms and conditions as all other eligible employees subject to a 5% of eligible employee compensation participation limit for highly compensated employees. The plan is funded by eligible participants through employee contributions and by the Company through matching contributions equal to 30% of the first 6% of eligible employee compensation.  These employee matching contributions were suspended by the Company on January 1, 2009 and reinstated on April 4, 2010 by the Company through matching contributions equal to 10% of the first 3.5% of eligible employee compensation.

Supplemental Executive Retirement Plan

To attract and retain highly qualified senior management executives, the Company maintains a Supplemental Executive Retirement Plan (the “SERP”)(SERP). The SERP is a nonqualified supplemental pension plan for executives selected by the CEO that provides pension benefits in excess of those provided by the Company’s 401(k) plan discussed above.plan. The SERP allows eligible employees to elect to defer, until termination of their employment, the receipt of up to 75% of their current salary and up to 100% of their bonus compensation. The Company makes contributions equal to 25% of the deferral amount, up to the first 7% of the employees’ annual compensation, which vest in full after one year of service.

Perquisite Programs

The Company’s Executive Officersexecutive officers are eligible to participate in the Company’s broad-based benefit programs, which are generally available to all employees, including health, disability and life insurance, and relocation programs.

The perquisites provided to the CEO are set out in Schedule A to the CEO’s April 2, 2017 Amended and Restated Employment Agreementhis employment agreement and include a leased vehicle, healthcare expense reimbursements, and reimbursement of personal expenses of $50,000. The perquisites provided to the COO/CFO are set out in Schedule A to the COO/CFO’s April 2, 2017 Amended and Restated Employment Agreementhis employment agreement and include a leased vehicle, and healthcare and disability insurance expense reimbursements.

Certain named Executive OfficersNEOs may also receive certain Company-provided perquisites including reimbursement of certain personal expenses, or a leased vehicle or a vehicle allowance. These items are intended to provide those executives with a competitive perquisite program.

For further information regarding specific perquisites provided to the named Executive Officers,NEOs, see “Summary Compensation” below.

Employment Agreements

Effective April 1, 2013 the Company enteredDr. Hartnett’s current employment agreement went into an Amendedeffect in 2017 and Restated Employment Agreement with Dr. Michael J. Hartnett pursuant to which Dr. Hartnett continued to be employed as President, Chief Executive Officer and Chairman of the Board (the “2013 Hartnett Employment Agreement”). The 2013 Hartnett Employment Agreement providedhas a two yearthree-year initial term with automatic annual renewals thereafter and was substantially similar to Dr. Hartnett’s previous Employment Agreement with the Company, dated April 4, 2010 (filed as Exhibit 10.1 to Current Report on Form 8-K dated April 26, 2010), except that the 2013 Hartnett Employment Agreement no longer providedthereafter. The agreement provides, among other things, for a guaranteed minimum annual increase in Dr. Hartnett’s base salary of $775,020 and that Dr. Hartnett wasis solely eligible for a formulaic annual performance bonus based on achievement of performance goals, with no eligibility for any discretionary annual performance bonus, as set forthdiscussed above under “Annual Incentive Compensation Plan”. Effective April 2, 2017,“Compensation Program Components.” These provisions resulted in a 20% reduction in Dr. Hartnett’s base salary and formula-based annual incentive bonus compared to the Company entered into an Amended and Restated Employment Agreement with Dr. Michael J. Hartnett pursuant toterms of his prior employment agreement. The current agreement also sets forth the terms under which Dr. Hartnett continuesis to be employedreceive awards under the Long-Term Incentive Plans and the various perquisites he is to receive. A copy of Dr. Hartnett’s employment agreement is filed as President, Chief Executive OfficerExhibit 10.1 to our Current Report onForm 8-K dated June 7, 2017.

Mr. Bergeron’s current employment agreement went into effect in 2017 and Chairman of the Board (the “2017 Hartnett Employment Agreement”). The 2017 Hartnett Employment Agreement provideshas a three yearthree-year initial term with automatic annual renewals thereafterthereafter. The agreement provides, among other things, that Mr. Bergeron is solely eligible for a formulaic annual performance bonus based on achievement of performance goals, with no eligibility for any discretionary annual performance bonus, as discussed above under “Compensation Program Components.” The agreement also sets forth the terms under which Mr. Bergeron is to receive awards under the Long-Term Incentive Plans and the various perquisites he is substantially similar to Dr. Hartnett’s previous 2013 Hartnett Employment Agreement with the exception that Dr. Hartnett’s base salary was reduced by 20% to a new base salary of $775,020 which results in a corresponding 20% reduction in Dr. Hartnett’s formula based annual incentive bonus.

receive. A copy of the 2013 Hartnett Employment Agreementagreement is filed asExhibit 10.110.2 to our Current Report onForm 8-K dated July 2, 2013.

A copy of the 2017 Hartnett Employment Agreement is filed as Exhibit 10.1 to Current Report on Form 8-K dated June 7, 2017.

Effective April 2, 2017 the Company entered into an Employment Agreement with Daniel A. Bergeron pursuant to which Mr. Bergeron is employed as its Vice President and Chief Operating Officer, and Chief Financial Officer reporting to the Chief Executive Officer (the “2017 Bergeron Employment Agreement”). The 2017 Bergeron Employment Agreement provides a three year initial term with automatic annual renewals thereafter.

A copy of the 2017 Bergeron Employment Agreement is filed as Exhibit 10.2 to Current Report on Form 8-K dated June 7, 2017.

No other executive officers have employment agreements and are employed “at will”.will.”

Change-in-Control Compensation Agreements

Change-in-control compensation agreements generally protect income for key executives who would likely be involved in decisions regarding and/or successful implementation of merger/acquisition activity and who are at risk for job loss if a takeover occurs. We believe it is in the best interests of the Company and itsour stockholders to have such an agreement with our CEO and other Executive Officersexecutive officers in order (i) for the Board to be able to receive and rely upon the executive’s advice and counsel as to the best interests of the Company and itsour stockholders without concern that they might be distracted or influenced by the personal uncertainties and risks created by merger and/ormerger/ acquisition proposals or threats, and (ii) to encourage them to remain with the Company and to continue to devote full attention to the Company’s business.

The 2013 Hartnett Employment AgreementEach of Dr. Hartnett’s and 2017 Hartnett Employment Agreement with Dr. Michael J. HartnettMr. Bergeron’s employment agreements provides that in the event of his termination of employment due to a change-in-controlchange in control of the Company, he will generally be entitled to a payment equal to 2.5 times his annual base salary plus 2.5 times his target incentive compensation in effect at termination.

On February 1, 2010, theThe Company has entered into change-in-control Letter Agreementsletter agreements with Daniel A. Bergeron, Richard J.each of Messrs. Edwards, Bannon, Hawkins and Thomas J. Williams. On November 3, 2017 the Company entered into a change-in-control Letter Agreement with Patrick S. Bannon.Salamunovich. Each Agreementletter agreement entitles the executive officer to severance benefits if his employment with the Company is terminated under certain circumstances within 24 months after a change-in-controlchange in control of the Company. The amount of severance will generally be equal to 150% of the executive’sexecutive officer’s annual base salary plus 150% of the executive’shis target incentive compensation in effect at termination. In addition, eachthe executive officer will be entitled to a pro-rata annual bonus for the year in which his termination of employment occurs and to continue participating in the Company’s welfare benefit programs for up to 18 months following his termination of employment. The Agreementsletter agreement also commitcommits the executivesexecutive officer to remain employed with the Company in the event of a tender or exchange offer and includes a non-compete covenant for 12 months following the executive’s termination of employment due to a change-in-control.

The 2017 Bergeron Employment Agreement with Mr. Bergeron provides thatchange in the event of his termination of employment due to a change-in-control of the Company, he will generally be entitled to a payment equal to 2.5 times his annual base salary plus 2.5 times his target incentive compensation in effect at termination. The 2017 Bergeron Employment Agreement replaced Mr. Bergeron’s change-in-control Letter Agreement dated February 1, 2010 and is effective April 2, 2017.

control. The form of the change-in-control Letter Agreement entered into with each of the named executivesletter agreement is attached as Exhibit 10.1 to our Form 10-Q filed February 1, 2010.

In addition, the restricted stock grants and stock options ownedheld by Dr. Michael J. Hartnett and the other executive officers contain change-in-control provisions. The exact terms are set out and defined in the 2005, 2013 and 2017 Long-Term Incentive Plans but, in summary, if a holder of these restricted stock grants or stock options ceases to be an employee because he or she is terminated without cause within 18 months after a change-in-control,change in control, all then unvested restricted stock and stock options shallwill vest on the date the holder ceases to be an employee. In addition, if there is a change-in-controlchange in control of the Company or similar event, the Compensation Committee may, in its discretion, provide for the lapsing of restrictions on a participant’s restricted stock and the vesting of stock options on such terms and conditions as it deems appropriate.

Compensation Committee Policy Regarding Compliance with Section 162(m) of the Code

Prior to 2018, Section 162(m) of the Code precluded a public corporation from taking a deduction for compensation in excess of $1 million in any taxable year for its chief executive officer or any of its four other highest paid executive officers, unless certain specific and detailed criteria were satisfied.

The Compensation Committee considers the anticipated tax treatment to the Company and the Executive Officersexecutive officers in its review and establishment of the compensation programsprogram and payments. The deductibility of some types of compensation payments can depend upon the timing of an executive’s vesting or exercise of previously granted rights. Interpretations of and changes in applicable tax laws and regulations as well as other factors beyond the Compensation Committee’s control also can affect deductibility of compensation. For these and other reasons, the Compensation Committee has determined that it will not necessarily seek

Prior to limit executive compensation to that deductible under2018, Section 162(m) of the Code.Internal Revenue Code (the “Code”) precluded a public corporation from taking a deduction for compensation in excess of $1 million in any taxable year for its chief executive officer or any of its four other highest paid executive officers, unless certain specific and detailed criteria were satisfied, although compensation that qualified as “performance-based” under Section 162(m) was deductible without regard to this $1 million limit.

TheIn response to old Section 162(m), the Company’s Executive Officer Performance BasedPerformance-Based Compensation Plan (the “162(m) Plan”) is a plan pursuant to whichwas established for executive officers selected by the Compensation Committee become eligible to receive an incentive bonus or a restricted stock grant based upon the Company’s meeting certain financial performance goals. The 162(m) Plan is intended to constitute a qualified "performance-based compensation" for purposes of old Section 162(m) of the Code. The Plan has an effective date of April 3, 2011.. Dr. Hartnett was designated a Participantparticipant under the 162(m) Plan by the Compensation Committee for fiscal 2012 and subsequent fiscal years. Mr. Bergeron has beenwas designated as a Participantparticipant under the 162(m) Plan by the Compensation Committee for fiscal 2018 and subsequent fiscal years.

As indicated, Internal Revenue Code Section 162(m) limits the deductibility of compensation in excess of $1 million paid to any one NEO in any calendar year. Under the tax rules in effect before 2018, compensation that qualified as “performance-based” under Section 162(m) was deductible without regard to this $1 million limit. In 2017 and prior years, the Committee designed awards under the Annual Incentive Plan, as well as Performance Based Restricted Stock Units (”PRSUs”) and stock options granted under equity incentive plans, that were intended to qualify for this performance-based compensation exception. However, theThe Tax Cuts and Jobs Act, which was signed into law December 22, 2017, eliminated thisold Section 162(m)’s performance-based compensation exception effective January 1, 2018, subject to a special rule that “grandfathers” certain awards and arrangements that were in effect on or before November 2, 2017. As a result, compensation that2017, including awards under the Committee structured162(m) Plan and the incentive arrangements provided in 2017the employment agreements with our CEO and prior years with the intent of qualifying as performance-based compensation under Section 162(m) that is paid on or after January 1, 2018 may not be fully deductible, depending on the application of the special grandfather rules. Moreover,COO/CFO. However, from and after January 1, 2018, compensation awarded in excess of $1 million to our other NEOs generally may not be deductible. While the Tax Cuts and Jobs Act may limit the deductibility of compensation paid to thesome of our NEOs, the Compensation Committee will—will, consistent with its past practice—practice, design a compensation programsprogram that areis in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account. However, the Compensation Committee has determined that it will not necessarily seek to limit executive compensation to that deductible under Section 162(m).

The cost to the Company of the incentive bonus amounts to be paid or restricted stock grants to participants cannot be determined at this time because payout of incentive bonus amounts and restricted stock grants are based on the Company’s future financial performance, the related performance measures set by the Committee and the number of participants named by the Compensation Committee. The Committee envisions that future incentive bonus amounts to be paid or restricted stock grants to participants will be consistent with the compensation and incentive programsprogram approved by the Committee from time to time and described in the Company’s Annual Proxy to Stockholders under “Compensation Discussion and Analysis”.annual proxy statement.

The Compensation Committee will continue to monitor developments and assess alternatives for preserving the deductibility of compensation payments and benefits to the extent reasonably practicable, consistent with its compensation policies and as determined to be in the best interests of the Company and itsour stockholders.