RBC RBC Bearings Incorporated

Some of the challenges and strategies we face in our business, and the corresponding desired qualities, skills and attributes, are described in the following table.

The following sets forth certain information, as of March 4, 2022, about each of our Board’s nominees for election at the Annual Meeting. Except as otherwise noted, each nominee has engaged in the principal occupation or employment and has held the offices shown for more than the past five years.

OUR BOARD RECOMMENDS THE FOREGOING NOMINEES FOR ELECTION AS DIRECTORS AND URGES EACH SHAREHOLDER TO VOTE “FOR” ALL NOMINEES.

Our Board has in effect Corporate Governance Guidelines that, in conjunction with our Board committee charters, establish processes and procedures to help ensure effective and responsive governance by our Board. The Corporate Governance Guidelines are available, free of charge, on our website at www.regalrexnord.com. We are not including the information contained on or available through our website as a part of, or incorporating such information by reference into, this proxy statement.

The Corporate Governance Guidelines provide that a majority of the members of our Board must be independent directors under the listing standards of the NYSE. Our Board has also adopted certain categorical standards of director independence to assist it in making determinations of director independence and which are contained in the Corporate Governance Guidelines.

Based on these standards, our Board affirmatively determined by resolution that each of Ms. Bertsch, Mr. Burt, Ms. Chaibi, Mr. Crandall, Mr. Doerr, Mr. Hilton, Mr. Sachdev, Mr. Stoelting and Ms. Walker-Lee, and our outgoing director, Mr. Foate, has no material relationship with our Company, and, therefore, each is independent in accordance with the NYSE listing standards and with the categorical standards of director independence adopted by our Board. Our Board regularly reviews the continuing independence of the directors.

Our Board has adopted the Regal Rexnord Corporation Code of Business Conduct and Ethics (the “Code”), which applies to our directors, officers and associates. The Code is available, free of charge, on our website at www.regalrexnord.com.

Our Board does not maintain a policy on whether or not the roles of Chief Executive Officer (“CEO”) and Chairman of the Board (“Chairman”) should be separate. Our Board reserves the right to vest the responsibilities of the CEO and Chairman in different individuals or in the same individual if, in our Board’s judgment, a combined CEO and Chairman position is in the best interest of our Company. Currently, the two leadership positions are not combined.

Mr. Sachdev has served as the Chairman since the 2019 annual meeting of shareholders. Mr. Pinkham, as CEO, works closely with his fellow directors and the Chairman, while continuing to lead the Company in the CEO role.

In the circumstance where the responsibilities of the CEO and Chairman are vested in the same individual, or where the Chairman is not considered independent, our Board will designate a Presiding Director from among the independent directors. The position of the Presiding Director, when such position is applicable, rotates periodically among the non-employee directors as determined by our Board upon the recommendation of the

Corporate Governance, Sustainability and Director Affairs Committee. The Presiding Director is an independent and empowered director who is appointed by the independent directors and who works closely with the Chairman. The Corporate Governance Guidelines outline the role and responsibilities of the Chairman/Presiding Director.

Our full Board is responsible for the oversight of our Company’s operational and strategic risk management processes. Our Board believes that oversight of risk management belongs at the full Board level rather than with any one particular committee, primarily because of the importance of understanding and mitigating risk to the overall success of our Company. As part of its risk management responsibilities, our full Board provides oversight of the Company’s management and mitigation of cybersecurity risks.

In furtherance of our Board’s risk management oversight goals, the Company convenes a Risk Committee comprised of key functional and business leaders. Among other members, the Risk Committee includes our Chief Information Security Officer, our Director of Global Risk and Property Management, and our Vice President, Environmental, Health and Safety to ensure a strong focus on cybersecurity, business continuity, and enterprise risks. The Risk Committee members are charged with, among other things, identifying and assessing significant risk areas and the associated mitigation measures in place, as well as working with executive leadership and their teams to develop and execute plans, responses or mitigation strategies to address significant risks that could otherwise negatively impact our ability to achieve our objectives.

The Risk Committee periodically summarizes its activities and findings directly to our CEO, as well as the Audit Committee and our full Board. The Risk Committee’s work is also used by our management team as part of our disclosure controls and procedures to ensure that information regarding material risks applicable to our Company are appropriately disclosed in our public filings.

While our Board maintains responsibility for oversight of all areas of risk management, it relies on our Audit Committee to address significant financial risk exposures facing our Company and the steps management has taken to monitor, control and report such exposures, with appropriate reporting of these risks to be made to the full Board. Our Board also relies on our Compensation and Human Resources Committee to address significant risk exposures facing our Company with respect to compensation programs and incentives, and on our Corporate Governance, Sustainability and Director Affairs Committee to address any significant risk exposures facing our Company with respect to environmental, social and governance (ESG) matters applicable to the Company, in each case with appropriate reporting of these risks to be made to the full Board. Our Board’s role in our Company’s risk oversight has not affected our leadership structure.

Our Board holds at least four regularly scheduled meetings per year at which the non-employee directors meet in executive session without members of our management being present, and during at least one regularly scheduled meeting per year, the independent directors meet in executive session without members of management or other (non-independent) directors present. The non-employee directors may also meet without management present at such other times as they determine appropriate.

Shareholders and other interested parties may communicate with the full Board, the Chairman, non-management directors as a group or individual directors by delivering a written communication to Regal Rexnord Corporation, Attention: Board of Directors, 200 State Street, Beloit, Wisconsin 53511, or by sending an e-mail communication to board.inquiry@regalrexnord.com. The communications should be addressed to the specific director or directors whom the shareholder or interested party wishes to contact and should specify the subject matter of the communication. Our Company’s Secretary will deliver appropriate communication directly to the director or directors to whom it is addressed. The Secretary will generally not forward to the director or directors communication that he determines to be primarily commercial in nature or concerns our day-to-day business activities, or that requests general information about our Company.

Concerns about accounting or auditing matters or possible violations of the Code should be reported pursuant to the procedures outlined in the Code, which is available on our website at www.regalrexnord.com.

We have three standing committees of our Board: Audit Committee, Compensation and Human Resources Committee, and Corporate Governance, Sustainability and Director Affairs Committee. Ad hoc committees are created for specific purposes from time to time. Each committee is appointed by and reports to our Board. Our Board has adopted, and may amend from time to time, a written charter for each of the standing committees. Copies of each of these charters are available free of charge on our website at www.regalrexnord.com.

Audit Committee. The Audit Committee consists of Mr. Burt (Chairperson), Ms. Bertsch, Mr. Crandall and Mr. Hilton. Each of the members of the committee is independent as defined by the NYSE listing standards and the rules of the Securities and Exchange Commission (the “SEC”). Our Board determined that each of Mr. Burt, Ms. Bertsch, Mr. Crandall and Mr. Hilton qualify as an “audit committee financial expert” as defined in SEC rules and meets the expertise requirements for audit committee members under the NYSE listing standards. The principal functions performed by the Audit Committee, which met eight times in 2021, are to assist our Board in monitoring the overall quality of our Company’s financial statements and financial reporting, our independent registered public accounting firm’s qualifications and independence, our accounting controls and policies, the performance of our internal audit function and independent registered public accounting firm, and our compliance with legal and regulatory requirements. The Audit Committee has the sole authority to appoint, retain, compensate and terminate our independent registered public accounting firm and to approve the compensation paid to our independent registered public accounting firm. The Audit Committee has presented to shareholders for ratification at the Annual Meeting its selection of our independent registered public accounting firm for 2022. See “Proposal 3: Ratification of Deloitte & Touche LLP as Our Independent Registered Public Accounting Firm for the Year Ending December 31, 2022.”

Compensation and Human Resources Committee. The Compensation and Human Resources Committee consists of Ms. Chaibi (Chairperson), Ms. Bertsch, Mr. Hilton and Mr. Sachdev. Each of the members of the Compensation and Human Resources Committee is independent as defined by the NYSE listing standards. The principal functions of the Compensation and Human Resources Committee, which met seven times in 2021, are to help develop our overall compensation philosophy; administer our incentive compensation plans (including our equity incentive plans); determine and approve the compensation of the Chief Executive Officer and the other principal corporate officers; review and monitor succession and leadership development planning; and review, formulate, recommend and administer short- and long-range compensation programs for the principal corporate officers and key employees. A more complete description of our Compensation and Human Resources Committee’s practices can be found in the Compensation Discussion and Analysis section of this proxy statement. The Compensation and Human Resources Committee from time to time uses independent compensation consultants to assist the committee in the performance of its responsibilities. As part of its evaluation of potential compensation consultants, the committee considers all factors relevant to the consultant’s independence from management and potential conflicts of interest in accordance with applicable SEC rules and NYSE listing standards. After selecting an independent compensation consultant, the committee periodically meets with that consultant throughout the year at such times as the committee deems appropriate, and receives reports and advice from the consultant on matters of executive compensation. Willis Towers Watson PLC served as the committee’s independent compensation consultant until November 15, 2021, when the committee selected Meridian Compensation Partners to serve as its independent compensation consultant.

Corporate Governance, Sustainability and Director Affairs Committee. The Corporate Governance, Sustainability and Director Affairs Committee consists of Mr. Stoelting (Chairperson), Mr. Doerr, Mr. Foate and Ms. Walker-Lee. Each of the members of the Corporate Governance, Sustainability and Director Affairs Committee is independent as defined by the NYSE listing standards. The principal functions of the Corporate Governance, Sustainability and Director Affairs Committee, which met four times in 2021, are to develop and recommend to our Board a set of corporate governance principles applicable to our Company, including matters of Board organization, membership, compensation, independence and function, and committee structure and membership; take a leadership role in shaping our corporate governance; oversee ESG matters applicable to the Company and periodically review the Company’s policies, initiatives, strategies, disclosures and engagement with shareholders and other key stakeholders related to ESG matters; identify directors qualified to serve on the committees established by our Board; and recommend to our Board the members and the chairperson for each committee to be filled by our Board. This committee also serves as the nominating committee of our Board and is responsible for identifying individuals qualified to become directors (consistent with the criteria approved by our Board) and to recommend candidates for all directorships to be filled by our Board or by our shareholders.

Effective as of January 24, 2022, the Corporate Governance, Sustainability and Director Affairs Committee has assumed responsibility for day-to-day oversight of ESG matters applicable to the Company, as part of the Company’s continued focus on improving its governance and oversight of sustainability matters. As part of the Corporate Governance, Sustainability and Director Affairs Committee’s additional focus on ESG matters, our management team will provide a quarterly ESG-focused report to the committee.

Ad hoc Transaction Committee. In January 2021, our Board formed a Transaction Committee, comprised of Mr. Sachdev (Chairperson), Ms. Bertsch, Mr. Burt, and Mr. Hilton to assist the Board in the significant work of shepherding our October 4, 2021 acquisition of the Rexnord Process & Motion Control business (the “PMC business”) to a successful conclusion. The Transaction Committee met five times in 2021.

In 2017, our Board amended and restated our Company’s Amended and Restated Bylaws to implement proxy access. Proxy access is provided to a shareholder, or a group of up to 20 shareholders, owning at least 3% of our Company’s outstanding common stock continuously for at least three years. Eligible shareholders are permitted to nominate up to 20% of the total number of directors, rounded down to the nearest whole number (but not less than two), provided that the shareholders and nominees satisfy the requirements specified in the bylaws. Nominating shareholders are required to satisfy certain informational and procedural requirements, including (i) that such shareholders do not have an intent or objective to influence or change control of our Company and (ii) that their nominees will not have entered into any agreements as to how they will vote or act on different matters. Under the bylaws, we must receive notice of a shareholder’s director nomination for the 2023 annual meeting of shareholders pursuant to the proxy access bylaw provision no sooner than October 18, 2022 and no later than November 17, 2022. If the notice is received outside of that time frame, then we are not required to include the nominees in our proxy materials for the 2023 annual meeting of shareholders.

The Corporate Governance, Sustainability and Director Affairs Committee will also consider persons recommended by shareholders to become nominees for election as directors in accordance with the criteria set forth in the Corporate Governance Guidelines under the heading “The Directors-Qualifications.” The Corporate Governance, Sustainability and Director Affairs Committee will only review recommendations for director nominees from any shareholder or group of shareholders beneficially owning in the aggregate at least 5% of the issued and outstanding shares of our common stock for at least one year as of the date that the recommendation is made. Recommendations with respect to the 2023 annual meeting of shareholders must be submitted by November 17, 2022 for the recommendation to be considered by the Corporate Governance, Sustainability and Director Affairs Committee.

In identifying and evaluating nominees for director, the Corporate Governance, Sustainability and Director Affairs Committee believes that all directors should be financially literate and must be committed to understanding our Company and its industry, and must also possess the highest personal and professional ethics, integrity and values, and commitment to representing the long-term interest of the shareholders. Directors must also possess a diverse set of skills and experience with a background in areas that are relevant to our activities. Directors should also be inquisitive and have an objective perspective, practical wisdom and mature judgment. Directors must be willing and able to devote whatever time is necessary to carry out their duties and responsibilities effectively. Directors will not be nominated unless they are willing to serve for an extended period of time.

While the Corporate Governance, Sustainability and Director Affairs Committee does not have a formal policy relating specifically to the consideration of diversity in its process to select and evaluate director nominees, the Committee does consider diversity of viewpoint, background, industry knowledge and perspectives, as well as ethnic and gender diversity, as part of its overall evaluation of candidates for director nominees. Specifically, our criteria for director nominees, included as Appendix A to our Corporate Governance Guidelines, provide that directors should be selected so that our Board represents diverse backgrounds and perspectives.

For a timely recommendation submitted by a shareholder to be considered by the Corporate Governance, Sustainability and Director Affairs Committee, the candidate recommended by a shareholder must be “independent” as defined in the NYSE independence standards and SEC regulations, and meet the minimum expectations for a director set forth in our Company’s Corporate Governance Guidelines. The Corporate Governance, Sustainability and Director Affairs Committee will have sole discretion whether to nominate an

individual recommended by a shareholder. As to any candidate identified by the Corporate Governance, Sustainability and Director Affairs Committee to become a nominee, the candidate must possess the requisite qualifications, although the Corporate Governance, Sustainability and Director Affairs Committee need not require such nominee to be independent. Nevertheless, we strive to have all directors, other than those directors who are current or former members of our management, be independent as defined by the NYSE independence standards and SEC regulations.

We believe that positive ESG-related business practices strengthen our Company, increase our connection with our stakeholders and help us better serve our customers and the communities in which we operate. We believe we are on an exciting ESG journey with tremendous opportunities to create a better tomorrow. In our view, that sustainability goes beyond compliance, extending to other areas, including worker health and safety, environmental impact, anti-corruption and trade compliance, responsible sourcing, human rights, labor practices and diversity, engagement and inclusion.

To symbolize our ever-rising commitment to environmental sustainability, we made a small but significant refinement to our Regal Rexnord business purpose in 2021—to create a better tomorrow by energy-efficiently converting power into motion^TM—now specifying “energy” ahead of efficiency to signal our intention of always keeping energy savings top of mind when it comes to all new product development and to how we run our operations. In addition, diversity, engagement & inclusion is one of our core values. We believe the more diverse a set of minds confronting a challenge, the better the outcome. And, as we build a more diverse Regal Rexnord team, we aim to leverage our team’s diverse perspectives to drive stronger business outcomes.

Our Sustainability Report is available on our website at sustainability.regalrexnord.com. As discussed above, although our full Board is still ultimately responsible for the oversight of our sustainable business practices and related risks and opportunities, the Corporate Governance and Director Affairs Committee was renamed the Corporate Governance, Sustainability and Director Affairs Committee effective January 24, 2022, and has assumed responsibility for oversight of our continuing ESG journey. The Board felt that this change was an important step to help us continue to improve our governance and oversight of sustainability matters.

Among the ways in which we have further demonstrated our commitment to sustainability are the following:

Our Board has adopted written policies and procedures regarding related person transactions. For purposes of these policies and procedures:

The related person, the director, executive officer, nominee or beneficial owner who is an immediate family member of a related person, or a business unit or function/department leader of our Company responsible for a proposed related person transaction must notify our General Counsel of certain information relating to proposed related person transactions. If our General Counsel determines that a proposed transaction is a related person transaction subject to the policy, then he will submit the transaction to the Corporate Governance, Sustainability and Director Affairs Committee for consideration at the next committee meeting or, if expedited consideration is required, to the committee chairperson. The committee or chairperson, as applicable, will consider all of the relevant facts and circumstances available regarding the proposed related person transaction and will approve only those related person transactions that are in, or are not inconsistent with, the best interests of our Company and our shareholders. The chairperson is required to report to the committee at the next committee meeting any approval granted under the policy.

The policy also provides for ongoing review by the General Counsel of any amounts paid or payable to, or received or receivable from, any related person. Additionally, at least annually, the Corporate Governance, Sustainability and Director Affairs Committee is required to review any previously approved related person transactions that remain ongoing and have a remaining term of more than six months or remaining amounts payable to or receivable from us of more than $60,000. Based on all relevant facts and circumstances, the committee will determine if it is in the best interests of our Company and our shareholders to continue, modify or terminate the related person transaction.

If any of our Chief Executive Officer, Chief Financial Officer or General Counsel becomes aware of a pending or ongoing related person transaction that has not been previously approved under the policy, then the transaction must be disclosed to the Corporate Governance, Sustainability and Director Affairs Committee or its chairperson. The committee or the chairperson must then determine whether to amend or terminate the related person transaction, or take any other appropriate action. If the related person transaction is complete, then the committee or its chairperson will evaluate the transaction to determine if rescission of the transaction and/or any disciplinary action is appropriate.

In 2021, there were no proposed, pending or ongoing related person transactions subject to review by the Corporate Governance, Sustainability and Director Affairs Committee under the policy.

Our Board held 10 meetings in 2021. Each director attended at least 75% of the aggregate of (a) the total number of meetings of our Board and (b) the total number of meetings held by all committees of our Board on which the director served during 2021, in each case during the period in which the director was serving on our Board or the applicable committee.

Members of our Company’s senior executive management who are not members of our Board participate in Board meetings to present information, make recommendations, and be available for direct interaction with members of our Board. They also support the work of the committees in liaison roles. Other Company leaders are invited to present information and interact directly with the directors as the Board deems necessary or desirable.

Directors are generally expected to attend our annual meeting of shareholders each year. In 2021, we encouraged all of our directors to instead participate in the meeting remotely out of consideration for their, and our shareholders’ and other participants’, health and safety during the COVID-19 pandemic. This year, we are planning for a return to in-person attendance of our directors at the Annual Meeting.

The following table sets forth information, as of March 4, 2022, regarding beneficial ownership of our common stock by each director and nominee, each of our current named executive officers as set forth in the Summary Compensation Table, and all of the directors and current executive officers as a group. As of March 4, 2022, no director or executive officer beneficially owned one percent or more of our common stock. On that date, the current directors and executive officers as a group beneficially owned less than one percent of our common stock. Except as otherwise indicated in the footnotes, all of the persons listed below have sole voting and investment power over the shares of our common stock identified as beneficially owned.

This Compensation Discussion and Analysis provides detailed information about our compensation programs for our named executive officers (“NEOs”) for fiscal 2021. Our NEOs for fiscal 2021 were:

On October 4, 2021, we acquired the PMC business, and on November 23, 2021, we acquired Arrowhead Systems, LLC (“Arrowhead”). The PMC business and Arrowhead joined our legacy Power Transmission Solutions operating segment to form our new Motion Control Solutions operating segment.

We did not modify our 2021 compensation program for our NEOs to account for our acquisition of the PMC or Arrowhead businesses because they did not close until the fourth quarter of 2021. Similarly, results for the newly-acquired businesses were excluded from our Incentive Compensation Plan (“ICP”) calculations, because the Committee determined that maintaining the targets set for our NEOs at the beginning of 2021 aligned with our pay-for-performance philosophy. The heading “Annual Cash Incentives” explains these exclusions in more detail.

We believe our executive compensation in fiscal 2021 aligned well with the objectives of our compensation philosophy and with our corporate performance. Fiscal 2021 was a transformational year for the Company, perhaps most notably because we successfully executed our acquisitions of the PMC and Arrowhead businesses, while continuing to drive significant operating performance improvements in the business. Even in the face of significant challenges tied to the continuing impact of the COVID-19 pandemic, unprecedented supply chain disruptions and inflation, as well as labor availability challenges in some of our U.S. facilities, our sales were up 31% and, on an organic basis, up 17% – both versus 2020. In addition, our team delivered an adjusted EBITDA margin of 18.4%, up 190 basis points versus prior year, aided in part by achieving a net price/cost positive position. This performance resulted in very strong free cash flow of $303 million, which equated to 118% of our adjusted net income. Lastly, we maintained a balanced approach to capital deployment, including continuing our practice of paying a dividend every quarter – something we have done without interruption since January 1961.

In 2021, we also generated free cash flow to adjusted net income of 107.6% and achieved adjusted diluted earnings per share of $8.59, in each case excluding the impact of the PMC and Arrowhead acquisitions. These operating results and the other factors described below under “Annual Cash Incentives” led our Committee to approve annual cash incentives under our ICP at 162.4% of target for fiscal 2021 for the portion of our NEOs’ annual cash incentives that is attributable to total Company performance. Whereas our NEOs who are corporate officers, Mr. Pinkham, Mr. Rehard and Mr. Valentyn, have their annual cash incentives based 80% on total Company performance measures and based 20% on a policy deployment metric that consists of a weighted average of operating segment’s performance against segment-specific policy deployment metrics, our NEOs who are presidents of our operating segments, Mr. Kunze and Mr. Morton, have their annual cash incentives based only 40% on total Company performance, with the remaining 60% based on segment-level measures and results, including policy deployment metrics that are tailored to each operating segment’s key strategic objectives. The ICP performance measures applicable to our NEOs are described further below under “What were the ICP performance measures for 2021? How did you determine the target for each measure?”, and the Committee’s determination of the annual cash incentives is described further below under “What were the NEOs’ target cash incentive amounts for 2021 and how much did they earn?” Results from the PMC and Arrowhead businesses were excluded from our determination of total Company and segment-level performance, and ICP performance measures and targets were not adjusted to account for these acquisitions. The Committee determined that it was not appropriate either to make adjustments to the performance measures and targets it set in early 2021 or to

include PMC and Arrowhead results as part of our ICP payout, because the PMC and Arrowhead transactions did not close until the fourth quarter of 2021. Measuring our NEOs against the performance of our newly-acquired business would not align well with our pay-for-performance philosophy.

Our Committee also approved the payout of shares under our performance share unit (“PSU”) awards that we granted in 2019 with a performance period of 2019-2021 at a level of 145% of target based on our achievement of total shareholder return of 200% and return on invested capital (“ROIC”) of 90% over the three-year performance period. These results exclude the impact of our acquisitions of the PMC and Arrowhead businesses. The Committee-approved payout of 145% of target does not reflect any other discretionary adjustments.

This section includes non-GAAP financial measures. Descriptions of why we believe these non-GAAP financial measures are useful and reconciliations of these non-GAAP financial measures to the most directly comparable GAAP financial measures are included in our earnings release for fiscal 2021.

To focus on both our short and long-term success, our NEOs’ target compensation includes a significant portion that is “at risk” because the value of such compensation is determined based on the achievement of specified results or subject to forfeiture. This “at risk” compensation includes compensation elements intended to reward the achievement of both short- and long-term financial goals. If such goals are not achieved, then performance-related compensation will decrease. If goals are exceeded, then performance-related compensation will increase.

Payments under the ICP are “at risk” because the payments are dependent on achievement of one-year performance goals. In addition, compensation paid in the form of equity awards, such as restricted stock units (“RSUs”), stock appreciation rights (“SARs”) and PSUs, instead of cash is at-risk because its value varies with changes in the stock price. By creating a total compensation package where a considerable percentage is paid in equity awards that are subject to vesting over multiple years or dependent on achieving multi-year performance goals, our NEOs have a significant stake in our long-term success and gain financially along with our shareholders.

As shown in the following charts, in fiscal 2021, 82% of the CEO’s target compensation and, on average, 69% of the other currently serving NEOs’ target compensation was at risk. For purposes of this disclosure, target compensation includes base salary, target annual incentive awards, grant date fair value of equity awards, change in pension value and all other compensation.

The Committee adopted changes to our compensation program for our NEOs for 2021 to place greater emphasis on those performance measures that we believe most directly reflect our financial performance and strategic objectives and more closely align with competitive market practice. Many of these changes were implemented as part of a continuing philosophical shift toward driving further alignment between NEO compensation and Company performance and away from the emphasis previously placed predominately on retention. Specifically, for 2021, we implemented the following changes:

The Committee adopted the following change to our compensation program for our NEOs for 2022 both to further align our long-term incentive plan with our strategy of year-over-year ROIC improvement and to ensure appropriate accounting for our ROIC PSU in light of the multi-year target setting feature we introduced in 2021:

The Board’s primary roles in setting our executive compensation are:

The Committee consists entirely of independent directors who are “non-employee directors” for purposes of the Securities Exchange Act of 1934. The current members of the Committee are Ms. Chaibi (Chairperson), Ms. Bertsch, Mr. Hilton and Mr. Sachdev. Mr. Hilton joined the Committee in October 2021.

The Committee is responsible for determining the components of our executive compensation program, consistent with the compensation philosophy determined by our Board, and the executive compensation packages offered to our NEOs. The Committee determines executive salaries, administers the ICP, administers our long-term equity incentive plans and makes awards under the plans.

The Committee reviews data from market surveys and proxy statements from our established peer group and retains an independent compensation consultant to assess our competitive position with respect to total executive compensation.

The Committee takes various factors into account in setting compensation levels and does not use a formulaic approach, but generally seeks to closely align target total direct compensation (i.e., the sum of base salary, target annual cash incentive opportunity and target long-term incentives) with the peer group and survey median.

In its decision-making process, the Committee receives and considers the recommendations of our CEO with respect to compensation to be paid to our NEOs other than himself. Our CEO makes no recommendation with respect to his own compensation.

Yes. The Committee periodically solicits proposals from independent compensation consultants to assist the Committee in the performance of its responsibilities. As part of its evaluation of potential compensation consultants, the Committee considers all factors relevant to the consultant’s independence from management and potential conflicts of interest in accordance with applicable SEC rules and NYSE listing standards. After selecting an independent compensation consultant, the Committee periodically meets with that consultant throughout the year at such times as the Committee deems appropriate, and receives reports and advice from the consultant on matters of executive compensation.

The Committee appointed Meridian Compensation Partners as its new independent compensation consultant, effective November 15, 2021. The Committee engaged Meridian Compensation Partners to assist its oversight of executive compensation by providing recommendations and analysis relating to our executive compensation plans and programs, taking into account leadership changes and our increased size after our acquisition of the PMC business. When the Committee appointed Meridian Compensation Partners, they reviewed their independence and the independence of the individual Meridian Compensation Partners representatives who serve as the Committee’s consultants, including considering factors contained in applicable SEC rules and NYSE listing standards. As a result of this analysis, the Committee concluded that Meridian Compensation Partners is independent. Prior to Meridian Compensation Partners’ appointment, Willis Towers Watson served as the Committee’s independent compensation consultant, and was the advisor who helped the Committee in making compensation decisions for our NEOs for 2021. After Meridian Compensation Partners was appointed, Willis Towers Watson remained involved on a limited, transitional basis to advise the Committee regarding 2021 compensation matters. In July 2021, the Committee reviewed the independence of Willis Towers Watson and the individual representatives of Willis Towers Watson who served as the Committee’ consultants, including considering factors contained in applicable SEC rules and NYSE listing standards.

During 2021, our management separately engaged Willis Towers Watson to provide insurance brokerage services and purchased certain human-resource-related products from Willis Tower Watson. Because this engagement and the purchase of products were in the ordinary course, the Committee did not separately approve the insurance brokerage services or the purchase of the products. The aggregate fees paid to Willis Towers Watson for insurance brokerage services and the purchased products in 2021 were approximately $206,200, and the aggregate fees paid to Willis Towers Watson for compensation consulting services to the Committee in 2021 were approximately $193,000. The personnel who performed the insurance brokerage services operated separately and independently of the Willis Towers Watson personnel who performed compensation consulting services for the Committee. Willis Towers Watson advised the Committee of a number of policies it maintained to ensure that the compensation consulting advice provided to the Committee was not influenced by the insurance brokerage services, including the following:

The Committee concluded, based on the evaluation and factors described above, that Willis Towers Watson was independent during the portion of 2021 for which it served as our independent compensation consultant.

In setting compensation for 2021, the Committee directed Willis Towers Watson to assemble compensation data for our NEOs and compare the data against aggregated peer group proxy data and general industry survey data for persons holding similarly situated positions in our peer group.

The Committee’s policy is generally to review the composition of the peer group we use for this purpose every year for potential changes in light of acquisitions, changes in comparable revenue size, or other factors it deems appropriate.

In reviewing our peer group for potential updates in 2021, the Committee selected companies that it believed to be comparable to our Company by generally using the following criteria:

For 2021, the 19 companies in our peer group for purposes of NEO benchmarking were:

After the PMC transaction, the Company was positioned in the top quartile of its 2021 peer group based on revenue and market capitalization. Driven by the Company’s transformational growth in 2021 and resulting changes to the composition of our product offerings, among other factors, the Committee determined that our peer group will change as follows for 2022:

The Committee approved replacing eight of the companies in our 2021 peer group – Altra Industrial Motion Corp., Barnes Group Inc., Curtiss-Wright Corp., Kennametal Inc., Littelfuse, Inc., Terex Corp., Valmont Industries, Inc. and Zurn Water Solutions Corp. (formerly Rexnord Corp.) – effective as of January 1, 2022. The Committee approved these replacements because, after conducting a scorecard analysis of various factors, including peer of peers, proxy advisor peers, revenue size, relative market capitalization, mergers and acquisitions, pay structure and product portfolio, it determined that there were more appropriate peer companies. In particular, companies with recent significant acquisitions – AMETEK, Inc., Brunswick Corp., Carlisle Companies Inc., Dover Corp. and Rockwell Automation, Inc. – were selected as new peer companies to align with our recent acquisition of the PMC business. Our revenue is positioned near the median of our 2022 peer group, while our market capitalization is slightly below median.

During 2021, Willis Towers Watson benchmarked our executive compensation opportunities using (i) the 2021 peer group as the primary benchmark for our Chief Executive Officer, Vice President, Chief Financial

Officer and Vice President, General Counsel positions and (ii) general industry data from Willis Towers Watson’s Executive Compensation Survey as an additional benchmark for our Chief Executive Officer, Vice President, Chief Financial Officer and Vice President, General Counsel positions, and as the only benchmark for our NEOs who are presidents of our operating segments.

In reviewing and analyzing these data, Willis Towers Watson considered information for each NEO position with respect to the following elements of compensation:

In keeping with the Committee-approved methodology, Willis Towers Watson analyzed each element of target total direct compensation for our NEOs compared to the market median from the two different data sources. Willis Towers Watson reported on the methodology that it used in its analysis and provided a summary of its findings and its observations on our programs relative to the data and market trends in executive compensation. In connection with this review, Willis Towers Watson also analyzed our annual share utilization rate and dilution relative to market practice.

As a result of our 2021 review, the Committee approved increases to target total direct compensation for all of our NEOs. The Committee determined that these increases were consistent with our pay for performance compensation philosophy and aligned the target total direct compensation of our NEOs to market data.

During 2021, the Committee also reviewed market data relating to perquisites provided to our NEOs using the same peer group and general industry survey data provided by Willis Towers Watson discussed above. Consistent with prior years, we continued to limit the perquisites that we provide our NEOs.

We determine base salaries for our NEOs based upon job responsibilities, level of experience, individual performance and expectations with respect to contributions to our future performance as well as comparisons to the salaries of executives in similar positions as compared to our peer group. Early in 2021, the Committee set the base salaries of our NEOs in accordance with the factors described in the preceding sentence. Effective as of April 1, 2021 (except as otherwise noted), the base salaries of our NEOs who were employed through the end of fiscal 2021 were as follows:

As shown in the table above, Mr. Morton’s base salary was set at to $468,936 effective October 4, 2021, in connection with the closing of the PMC transaction. This increase represents a 15.0% increase over Mr. Morton’s base salary in effect as of April 1, 2021, and a 26.5% increase over his base salary in 2020. The Committee determined that this significant increase was appropriate to recognize Mr. Morton’s new, more complex role as President of Integration for our new Motion Control Solutions operating segment, which is now our largest operating segment and represents approximately 50% of our business. In addition, due to the Motion Control Solutions operating segment’s increased size, Mr. Morton would have been below the median level of base salary among our 2021 peer group companies for similar positions without a significant increase.

In setting base salary levels, the Committee compared the NEOs’ base salary levels to the salary levels of the executive officers in our peer group based on proxy statement data as well as general industry data from Willis Towers Watson’s Executive Compensation Database and made changes accordingly.

With respect to Mr. Pinkham, Mr. Rehard and Mr. Valentyn, compared to the median base salaries of similarly situated executive officers in the data reviewed by the Committee, after the changes, all were determined to be within an established target range of the median level. As noted above, Mr. Morton was awarded a significant increase for 2021 due to his changed role after the closing of the PMC transaction and to bring him closer to the median level. The base salary levels set by the Committee did not affect decisions regarding other compensation elements.

In fiscal year 2021, we provided annual cash incentive awards through our ICP. Under our ICP, annual cash incentive awards are paid out based on the Company’s achievement of performance goals related to certain financial measures.

Early in 2021, the Committee set performance goals (as described below under “What were the ICP performance measures for 2021? How did you determine the target for each metric?”) and a targeted level of

annual cash incentive compensation for each NEO that would be earned for achievement of target performance. Our NEOs who are corporate officers, Mr. Pinkham, Mr. Rehard and Mr. Valentyn, now have their ICP payout based 80% on measures related to total Company performance and based 20% on a policy deployment metric that consists of a weighted average of each operating segment’s performance against segment-specific policy deployment metrics. Historically, our NEOs who are corporate officers have had their ICP payout based entirely on measures related to total Company performance. We feel that the addition of our policy deployment metric as a total Company measure helps to better drive shareholder value, because these measures were carefully selected by each segment as the most significant strategic objectives that, if successfully achieved, would help drive business performance improvements at the segment level. As a decentralized organization, the success of our four operating segments are all important to the success of our Company. Our NEOs who are presidents of our operating segments still have their ICP payout based 40% on measures related to total Company performance and 60% on measures related to performance for their respective operating segments, but the segment-level portion now includes policy deployment metrics that are tailored to each operating segment’s key strategic objectives.

Mr. Morton served as president of our former Power Transmission Solutions operating segment until October 4, 2021, when it was combined with the PMC business and renamed as our new Motion Control Solutions operating segment. Effective October 4, 2021, Mr. Morton transitioned out of his role as president of our former Power Transmission Solutions operating segment and became the president of integration for our new Motion Control Solutions operating segment. Because Mr. Morton served as the president of our former Power Transmission Solutions operating segment for three quarters of fiscal 2021 and remained significantly involved in the new Motion Control Solutions operating segment in his new role, his ICP payout for 2021 was still based on the performance of that operating segment during fiscal 2021. For purposes of determining ICP payout, financial results for the Motion Control Solutions operating segment were adjusted at year end to exclude the impact of the PMC and Arrowhead businesses. As such, Mr. Morton’s ICP payout and the portion of the total Company payout related to that operating segment’s policy deployment initiatives were based only on the former Power Transmission Solutions portion of the new Motion Control Solutions operating segment. The Committee determined that this approach was appropriate in order to reinforce the Company’s pay-for-performance philosophy for Mr. Morton and to avoid penalizing Mr. Morton for the impact of the transaction (especially in light of the fact that the transaction closed during the fourth quarter of 2021). The Committee, in consultation with Willis Towers Watson and our CEO (other than with respect to his own compensation), set annual cash incentive targets under the ICP near the median level with respect to each respective position held by our NEOs relative to our peer group. Our NEOs whose annual cash incentive targets under the ICP were set near the median level were given the opportunity to earn above median annual cash incentive awards if the Company-wide financial targets under the ICP plan were exceeded, while being at risk of receiving below median awards (or no awards at all) if our financial performance did not meet the targeted results. For 2021, the target cash incentive amounts for each of our NEOs were as follows:

Mr. Kunze’s target percentage of base salary was increased from 60% in 2020 to 65% in 2021 in recognition of his performance during 2020 and to align him more closely with comparable executives in our peer group. For the same reasons, Mr. Morton’s target percentage of base salary was increased from 60% in 2020 to 65%. Effective October 4, 2021, Mr. Morton’s target percentage of base salary was further increased to 70% in recognition of his changed role following the PMC and Arrowhead transactions.

If the Company-wide financial performance goals described in the section below titled “What were the ICP performance goals for 2021? How did you determine the target for each measure?” are met at the target level, then each eligible NEO receives their target amount. However, actual incentive compensation can range from zero to two times the target amount, as described in more detail below, depending on our financial performance during the year.

Early in 2021, the Committee established ICP performance goals for 2021 for the total Company and for each of the Company’s four operating segments. As previously disclosed, our NEOs who are corporate officers have their ICP payout based 80% on measures related to total Company performance and based 20% on a policy deployment metric that consists of a weighted average of each operating segment’s performance against segment-specific policy deployment metrics, whereas our NEOs who are presidents of our operating segments have their ICP payout based 40% on total Company performance and 60% on operating segment performance, including policy deployment metrics that are tailored to each operating segment’s key strategic objectives. The performance goals for our operating segments were tailored to align with each individual segment’s financial performance and strategic objectives. Examples of the policy deployment metrics selected by our four operating segments include revenue growth targets with specific customers, average on-time delivery over certain periods, and gross margin improvement for specific business divisions within our operating segments. Due to the highly-strategic and confidential nature of these objectives and the likelihood that disclosure would result in competitive harm to the Company, we have elected to disclose only our segments’ performance against their overall policy deployment goals. As described above, Mr. Morton is still being measured based on the performance of the former Power Transmission Solutions portion of the new Motion Control Solutions operating segment, but he transitioned to a new role as president of integration for our Motion Control Solutions operating segment effective October 4, 2021. This decision was made, because Mr. Morton was the president of our former Power Transmission Solutions operating segment for three quarters of fiscal 2021, and remained significantly involved in driving business performance and results for the Motion Control Solutions operating segment during the fourth quarter in his capacity as president of integration for Motion Control Solutions.

Consistent with prior years, our ICP as originally established excludes the impact of certain extraordinary or non-recurring events. As described above, results from the PMC and Arrowhead businesses were excluded from our determination of total Company and segment-level performance.

In addition to transaction costs related to the PMC and Arrowhead transactions, for the portion of our NEOs payout based on total Company performance, performance under the ICP was adjusted to exclude the impact of restructuring and related costs, goodwill impairment, gain on sale of assets, net loss from assets divested/to be exited and tax adjustments. For Mr. Kunze’s payout, which is based on the performance of our Climate Solutions operating segment, performance under the ICP was adjusted to exclude restructuring and related costs, net loss from assets divested/to be exited, gain or loss on sale of assets, and to allocate certain corporate costs and other adjustments. For Mr. Morton’s payout, which is based on the performance of the former Power Transmission Solutions portion of our new Motion Control Solutions operating segment, performance under the ICP was adjusted to exclude restructuring and related costs, net loss from assets divested/to be exited, gain or loss on sale of assets, and to allocate certain corporate costs and other adjustments.

Our total Company performance measures were adjusted earnings per share, free cash flow, and policy deployment. We selected these measures as representative of the entire Company’s performance under the ICP because we considered them to be three fundamental operational metrics of our business for 2021 that, when improved, would increase shareholder value. The total Company policy deployment calculation is a weighted average of each operating segment’s performance against segment-specific policy deployment metrics, and was introduced to better align total Company ICP payout with the performance of our businesses.

We defined these performance measures in the total Company ICP as follows:

For our total Company performance, the following aggregate targets for adjusted earnings per share free cash flow and policy deployment were approved by the Committee for use under the ICP:

The performance goals for all four of our operating segments were adjusted operating profit, trade working capital as a percentage of sales and policy deployment. We selected adjusted operating profit and trade working capital as a percentage of sales, because we considered them to be fundamental operational metrics for both operating segments that, when improved, would improve year-over-year segment-level performance. We implemented our new policy deployment metrics to further align ICP payout with each operating segment’s strategic goals, our Regal Rexnord Business System, and our organization-wide focus on 80/20 and lean processes. Policy deployment allows each operating segment to focus on segment-specific initiatives and metrics that are critical to the achievement of their annual performance commitments, such as revenue growth, gross margin improvement and on-time delivery. We have only included detailed discussion below regarding our Climate Solutions and former Power Transmission Solutions operating segments, since the presidents of our other two operating segments are not NEOs.

We defined these performance measures in the ICP as follows:

For our Climate Solutions segment, the following targets for adjusted operating profit, trade working capital as a percentage of sales and policy deployment were approved by the Committee for use under the ICP and each metric was weighted as follows:

For the former Power Transmission Solutions portion of our new Motion Control Solutions segment, the following targets for adjusted operating profit, trade working capital as a percentage of sales and policy deployment were approved by the Committee for use under the ICP and each metric was weighted as follows:

The payout structure for both total Company and our operating segments was designed to reward performance where results are greater than target and reduce the bonus where results are less than target, with the potential for no payout for below threshold performance.

The Committee also set the following threshold, target and maximum payout percentages under the ICP for 2021:

As noted in the tables, if the maximums were met for any of the performance metrics, then the NEOs would be eligible to receive 200% of their target amount for that metric. If only the thresholds were met for any of the performance metrics, then the NEOs would be eligible to receive 0% of their target amount for that metric. If the actual results were to fall between threshold and target, or target and maximum, then the payout percentage would be interpolated on a non-linear basis between threshold and target, or target and maximum, respectively, such that the rate of increase is greater at levels immediately above threshold than for levels closer to target.

As previously discussed, the 2021 ICP payout for our NEOs who are corporate officers, Mr. Pinkham, Mr. Rehard and Mr. Valentyn, was based 80% on measures related to total Company performance and based 20% on a policy deployment metric that consists of a weighted average of each operating segment’s performance against segment-specific policy deployment metrics, and the amount earned under the 2021 ICP for our NEOs who are presidents of our operating segments was based 40% on our total Company performance measures and 60% on their respective segment level performance measures, including policy deployment metrics that are tailored to each operating segment’s key strategic objectives. Mr. Kunze is the president of our Climate Solutions operating segment and Mr. Morton is the former president of our former Power Transmission Solutions segment, which was combined with the PMC business on October 4, 2021 and re-named as our Motion Control Solutions operating segment. The Arrowhead business joined the Motion Control Solutions operating segment on November 23, 2021.

Our actual total Company results for fiscal 2021 were as follows:

Our actual segment-level results for fiscal 2021 were as follows:

As a result, the NEOs who received ICP awards for 2021 earned payouts in the following amounts:

We provide long-term incentives to our NEOs in the form of equity-based compensation. Consistent with our compensation philosophy, we believe long-term equity incentives help to ensure that our NEOs have a

continuing stake in the long-term success of our Company and allow our NEOs to earn above-median compensation only if our shareholders experience appreciation in their equity holdings.

In 2021, we made determinations concerning long-term equity-based awards in January, at the same time we completed our annual performance reviews. Grants of these awards were effective on February 23, 2021.

In 2021, the Committee granted long-term incentives in the form of SARs, RSUs and PSUs. These awards were granted under our 2018 Equity Incentive Plan that was approved by our shareholders at our 2018 annual meeting of shareholders (our “2018 Plan”). The proportion of overall long-term incentive target value represented by each form of award granted in 2021 was 50% PSUs, 25% SARs and 25% RSUs. The Committee granted PSUs, SARs and RSUs to each of our NEOs in 2021 in the amounts indicated below in the “Grants of Plan-Based Awards Table for Fiscal 2021” and the narrative following the table. We value SARs using a Black-Scholes formula, TSR PSUs using a Monte Carlo methodology and ROIC PSUs using fair value. Consistent with our overall compensation philosophy, the Committee, after consultation with Willis Towers Watson, granted long-term compensation awards in 2021 at levels approximating the median level of these awards granted by the companies in our peer group. The target long-term incentive levels set by the Committee did not affect decisions regarding other compensation elements.

As indicated in the description above, the PSUs granted in fiscal 2021 had two performance metrics, TSR and ROIC. Half of the 2021 PSUs were subject to the TSR performance metric and half were subject to the ROIC metric. This represents a return to measuring ROIC in our PSU program consistent with the Company’s historic practice. New in 2021, the ROIC metric related to the PSUs granted in 2021 was established such that the ROIC target for 2021 was established at time of the grant as 9.2%, and the ROIC targets for years two and three of the performance period will be established on the first and second anniversaries of the grant. The payout will be based 25% on performance against the cumulative target and 25% each on annual performance against the three annual targets. This change was in order to set more actionable performance targets based on current business performance.

In 2021, the three-year performance period for the PSUs that we granted to our NEOs in 2019 (the “2019 PSUs”) was completed. The 2019 PSUs were subject to two performance metrics: half were subject to a relative TSR metric (the “2019 TSR PSUs”) and half were subject to an ROIC metric (the “2019 ROIC PSUs”). For the 2019 TSR PSUs, if our TSR was at or below the 25th percentile of the peer group, that would have resulted in none of the 2019 TSR PSUs being earned. For TSR at the 50th percentile of the peer group, the target number of 2019 TSR PSUs would have been earned, and for TSR at the 75th percentile of the peer group, the maximum number of 2019 TSR PSUs (which was 200% of the target 2018 TSR PSUs) would have been earned. For our 2019 ROIC PSUs, the threshold, target and maximum ROIC levels were 8.8%, 9.8% and 10.8%, respectively. ROIC below the minimum threshold level would result in no 2019 ROIC PSUs being earned. For ROIC at the target level, the target number of 2019 ROIC PSUs would be earned. For ROIC at or above the maximum ROIC level, the maximum number of 2019 ROIC PSUs (which is 200% of the target 2019 ROIC PSUs) would be earned. For both the 2019 TSR PSUs and 2019 ROIC PSUs, performance between the threshold and target levels, or between the target and maximum levels, the number of 2019 PSUs earned would be interpolated between threshold and target, or between target and maximum, respectively. Based on our performance for the period ending in 2021, 200% of the 2019 TSR PSUs were earned, and 90% of the 2019 ROIC PSUs were earned. Results for our 2019 ROIC PSUs substantially exclude the impact of all acquisitions, including the PMC and Arrowhead transactions.

In connection with Mr. Morton’s transition into his new role as president of integration for our new Motion Control Solutions operating segment, the Committee approved an additional RSU award with an approximate value, measured using the closing share price on the grant date, of $299,975. This grant was made in recognition of Mr. Morton’s significant contributions as leader of the integration of the PMC and Arrowhead businesses into our Company and will vest one-third on each of the first, second and third anniversaries of the effective date provided that he remains continually employed through the vesting date.

To underscore the importance of linking executive compensation and shareholder interests, we have implemented stock ownership requirements for certain executives, including our NEOs. Executives subject to these stock ownership requirements must own a certain dollar value amount of stock before they are permitted to sell shares (other than shares sold to pay option exercise prices or shares sold or surrendered to cover taxes). Executives who sell shares in violation of these requirements may be ineligible for future long-term incentive awards. As previously disclosed, the Committee decided to increase the ownership requirements effective as of July 2021 in order to further improve the alignment of our executive compensation with shareholder interests. The stock ownership policy requires the following levels of ownership:

Each of our currently-serving NEOs are in compliance with this policy either because they own the target value of stock or because they have not sold shares.

We have adopted a policy prohibiting our employees, including our NEOs, and our directors from trading in puts, calls and other derivative securities relating to our common stock. The prohibition includes the purchase of any financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our common stock, whether or not such instruments are classified as derivative securities. We also prohibit our employees, including our NEOs, and directors from pledging shares of our common stock that they own as collateral to secure personal loans or other obligations under our Insider Trading Policy.

As previously disclosed, in fiscal 2019, in connection with the election of Mr. Pinkham as our Chief Executive Officer effective April 1, 2019, we entered into an employment agreement with him that provides for severance benefits upon certain terminations of employment. The terms of Mr. Pinkham’s employment agreement are described below under the heading “Potential Payments Upon Termination or Change in Control— Employment Agreement.” In addition, we have entered into change in control and termination agreements with Mr. Pinkham, Mr. Rehard and Mr. Valentyn. We do not have change in control and termination agreements with Mr. Kunze and Mr. Morton.

Other than the employment agreement with Mr. Pinkham we had no employment agreements with any of our NEOs that provided benefits prior to a change in control of our Company. The Committee believes the

employment agreement with Mr. Pinkham and the change in control and termination benefits under the change in control and termination agreements and our equity incentive plans, are consistent with the Committee’s overall objective of building shareholder value and contain terms that are similar to those offered to executives of comparable companies.

The purpose of the employment agreement with Mr. Pinkham is to provide clarity concerning the terms and conditions of Mr. Pinkham’s employment as our Chief Executive Officer and the benefits he would receive upon certain terminations of employment, and to ensure that Mr. Pinkham will be subject to our confidentiality and restrictive covenant agreements.

The purpose of the change in control and termination benefits under the change in control and termination agreements and our equity incentive plans is to focus our NEOs on taking actions that are in the best interests of our shareholders without regard to whether such action may ultimately have an impact on their job security, and to avoid the loss of key managers that may occur in connection with an anticipated or actual change in control.

All of our change in control agreements contain “double trigger” provisions, which means that, for an NEO to receive severance benefits under the agreement, in addition to the change in control there must be some adverse change in the circumstances of the NEO’s employment. The Committee selected the triggering events for change in control and termination benefits to our NEOs based on its judgment that these events were likely to result in the job security distractions and retention concerns described earlier in this paragraph.

Other than the employment agreement with Mr. Pinkham and the change in control and termination agreements described above, we have no formal severance program in place for our NEOs.

The Committee has adopted a policy eliminating tax gross-ups from all new change in control and termination agreements that we enter into with our NEOs. This policy was applied to the change in control and termination agreements entered into with Mr. Pinkham, Mr. Rehard and Mr. Valentyn, which contain no tax gross-ups.

Code Section 162(m) generally disallows a tax deduction to public corporations for compensation in excess of $1 million paid for any fiscal year to covered employees, generally including our NEOs. Because many different factors influence a well-rounded, comprehensive and competitive executive compensation program, we reserve the right to award compensation to our NEOs in excess of $1 million regardless of the potential loss of tax deductibility if the Committee believes such compensation is suitable to continue to provide competitive arrangements intended to attract and retain, and provide appropriate incentives to, our NEOs.

The following table sets forth for each of our NEOs: (1) the dollar value of base salary and annual cash incentive earned during the years indicated; (2) the full grant date fair value of RSUs, SARs and PSUs granted during the years indicated, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 718; (3) the dollar value of earnings for services pursuant to awards granted during the indicated year under non-equity incentive plans; (4) the change in pension value and non-qualified deferred compensation earnings during the years indicated; (5) all other compensation for the years indicated; and (6) the dollar value of total compensation for the years indicated. Our NEOs are our Chief Executive Officer, our Vice President, Chief Financial Officer, and each of our three other most highly compensated executive officers as of January 1, 2022, the last day of our most recent fiscal year. In accordance with the rules of the SEC, the table includes information for the fiscal years ended December 28, 2019, January 2, 2021 and January 1, 2022.

The following table sets forth information regarding all incentive plan awards that the Committee made to our NEOs during fiscal 2021, including incentive plan awards (equity-based and non-equity based) and other plan-based awards. Disclosure on a separate line item is provided for each grant of an award made to a NEO during the year. The information supplements the dollar value disclosure of stock, option and non-stock awards in the Summary Compensation Table by providing additional details about these awards. Non-equity incentive plan awards are awards that are not subject to ASC Topic 718 and are intended to serve as an incentive for performance to occur over a specified period.