RBC Bearings (NYSE: RBC) raises CEO and COO base salaries 3%

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RBC Bearings Incorporated updated compensation arrangements for its top executives. The company entered into an amended and restated employment agreement with President, CEO and Chairman Dr. Michael J. Hartnett, and amended the existing employment agreement of Vice President and COO Daniel A. Bergeron, effective around June 2026.

Dr. Hartnett’s new agreement runs initially through March 31, 2027 and raises his annual base salary to $1,591,350, a 3.0% increase, retroactive to June 1, 2026. It also revises performance-based compensation tables, bases equity award sizing on a six‑month average stock price before each Form 10‑K filing, and aligns ROIC definitions with historical practice. Mr. Bergeron’s amendment makes similar changes to equity award sizing and ROIC definitions, and the Compensation Committee approved a 3.0% increase in his annual base salary to $713,482, effective June 1, 2026.

8-K Event Classification

3 items: 1.01, 5.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

CEO base salary: $1,591,350 per year CEO salary increase: 3.0% COO base salary: $713,482 per year +4 more

7 metrics

CEO base salary $1,591,350 per year New base salary for Dr. Hartnett, effective June 1, 2026

CEO salary increase 3.0% Increase over prior year base salary for Dr. Hartnett

COO base salary $713,482 per year New base salary for Daniel Bergeron, effective June 1, 2026

COO salary increase 3.0% Increase in annual base salary for Daniel Bergeron

CEO agreement term end March 31, 2027 Initial expiry of Dr. Hartnett’s new employment agreement

Equity award pricing window 6 months Average closing stock price period before each Form 10-K filing

Agreement date June 23, 2026 Date new CEO agreement and COO amendment were entered

Key Terms

amended and restated employment agreement, performance-based compensation, ROIC, Annual Report on Form 10-K, +1 more

5 terms

amended and restated employment agreement financial

"entered into an amended and restated employment agreement with Dr. Michael J. Hartnett"

performance-based compensation financial

"provides for certain modifications to his performance-based compensation tables"

Pay that rises or falls with measurable results, where employees or executives receive bonuses, stock, or other rewards only if specific performance goals are met. Investors care because it aligns the interests of managers with owners—like paying a driver by miles driven rather than time—so it can encourage stronger company results, affect future earnings and risk-taking, and signal confidence (or potential incentives for short-term decisions).

ROIC financial

"modifications to the definitions in the 2024 agreement regarding the calculation of ROIC"

Return on invested capital (ROIC) measures how well a company turns the money it uses to run and grow the business into profit, expressed as a percentage. Think of it like how much fruit a tree yields for each seed and watering dollar invested: higher ROIC means management is extracting more value from each dollar put into the company. Investors use it to compare how efficiently different companies deploy capital and whether returns justify the risk of holding the stock.

Annual Report on Form 10-K regulatory

"for the six months immediately preceding the filing of the Annual Report on Form 10-K"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

Compensation Committee financial

"At the same time that the Compensation Committee approved the amendment of Mr. Bergeron’s agreement"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

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Understanding 8-K Material Events →

Available on EDGAR 06/24/2026 - 04:32 PM Accepted by SEC EDGAR 06/24/2026 - 04:31 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report: June 24, 2026 (Date of earliest event reported: June 23, 2026)

RBC BEARINGS INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware		001-40840		95-4372080
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

One Tribology Center

Oxford, CT 06478

(Address of principal executive offices) (Zip Code)

(203) 267-7001

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		RBC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Section 1 – Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On June 23, 2026 RBC Bearings Incorporated (the “Company” or “RBC”) entered into an amended and restated employment agreement with Dr. Michael J. Hartnett, the Company’s President, Chief Executive Officer and Chairman of the Board of Directors. On the same date the Company and Daniel A. Bergeron, the Company’s Vice President and Chief Operating Officer, entered into an amendment to the employment agreement that the Company and Mr. Bergeron entered into in 2024.

See Item 5.02(e) below for a description of Dr. Hartnett’s new employment agreement and Mr. Bergeron’s amendment to his current employment agreement, which description is incorporated by reference in this Item 1.01.

Section 5 – Corporate Governance and Management

Item 5.02(e). Compensation Arrangements of Certain Officers

The new employment agreement entered into with Dr. Hartnett on June 23, 2026 amends and restates the employment agreement that the Company and Dr. Hartnett entered into in 2024 (which was filed with the SEC as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 28, 2024). The new agreement has an initial term that expires on March 31, 2027 with automatic annual renewals thereafter unless either party gives 90 days’ notice of nonrenewal. The new agreement is substantially similar to Dr. Hartnett’s prior employment agreement except that it provides for (i) Dr. Hartnett’s new base salary of $1,591,350 per year (a 3.0% increase over the prior year), retroactive to June 1, 2026, (ii) certain modifications to his performance-based compensation tables, (iii) sizing of his equity awards based on RBC’s average closing stock price for the six months immediately preceding the filing of the Annual Report on Form 10-K for the then-completed fiscal year (rather than the closing stock price on the award date as was the case under the 2024 agreement), and (iv) modifications to the definitions in the 2024 agreement regarding the calculation of ROIC so that those definitions align with the Company’s historical practice.

The amendment entered into with Mr. Bergeron on June 23, 2026 amends the employment agreement that the Company and Mr. Bergeron entered into in 2024 (which was filed with the SEC as Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 28, 2024). The new amendment provides for (i) sizing of his equity awards based on RBC’s average closing stock price for the six months immediately preceding the filing of the Annual Report on Form 10-K for the then-completed fiscal year (rather than the closing stock price on the award date as was the case under the current agreement before it was amended), and (ii) modifications to the definitions in his current agreement regarding the calculation of ROIC so that those definitions align with the Company’s historical practice. At the same time that the Compensation Committee approved the amendment of Mr. Bergeron’s agreement, it approved a 3.0% increase in his annual base salary to $713,482, effective June 1, 2026.

The foregoing description of Dr. Hartnett’s new employment agreement and Mr. Bergeron’s amendment to his current employment agreement do not purport to be complete and are subject to, and qualified in their entirety by, reference to the provisions of Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1		Amended and Restated Employment Agreement dated as of June 23, 2026 between RBC Bearings Incorporated and Dr. Michael J. Hartnett
10.2		Amendment No. 1 to Amended and Restated Employment Agreement dated as of June 23, 2026 between RBC Bearings Incorporated and Daniel A. Bergeron
104		Cover page interactive data file (embedded within the inline XBRL)

SIGNATURES

According to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: June 24, 2026

RBC BEARINGS INCORPORATED

By:	/s/ John J. Feeney
	Name:	John J. Feeney
	Title:	Vice President, General Counsel and Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation changes did RBC (RBC) disclose in this 8-K?

RBC Bearings disclosed updated employment terms for CEO Dr. Michael Hartnett and COO Daniel Bergeron. Both received 3.0% base salary increases, equity award sizing changes tied to a six‑month average stock price, and clarified ROIC definitions aligned with the company’s historical practice.

How much is RBC (RBC) now paying its CEO in base salary?

RBC Bearings set CEO Dr. Michael Hartnett’s new annual base salary at $1,591,350. This represents a 3.0% increase over the prior year and is effective retroactively to June 1, 2026 under his amended and restated employment agreement.

What is the new base salary for RBC (RBC) COO Daniel Bergeron?

RBC Bearings increased COO Daniel Bergeron’s annual base salary to $713,482. The Compensation Committee approved this 3.0% raise effective June 1, 2026, alongside amendments to his employment agreement covering equity award sizing and ROIC calculation definitions.

How long does RBC (RBC) CEO Dr. Hartnett’s new employment agreement last?

Dr. Hartnett’s new employment agreement has an initial term expiring on March 31, 2027. After that date it renews automatically each year unless either RBC Bearings or Dr. Hartnett provides 90 days’ advance notice of nonrenewal before the term ends.

How are RBC (RBC) executive equity awards now sized under the revised agreements?

Equity awards for Dr. Hartnett and Mr. Bergeron will now be sized using RBC’s average closing stock price for the six months immediately before filing each Annual Report on Form 10‑K. Previously, awards were sized based on the stock price on the individual award date.

What changed in the ROIC definitions in RBC (RBC) executive agreements?

The employment arrangements for Dr. Hartnett and Mr. Bergeron now include modified ROIC calculation definitions. These revisions are designed so that the ROIC definitions in their agreements align with RBC Bearings’ historical practice for calculating this performance metric in compensation plans.

Filing Exhibits & Attachments

5 documents