RB GLOBAL INC (RBA)
Sector: Industrials
2026 Annual Meeting Analysis
RB GLOBAL INC · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Kessler joined the board in August 2023 (less than 24 months before the meeting), making him exempt from the TSR trigger under policy; he has relevant industry experience as a long-tenured automotive and operations executive and now serves as CEO.
RBA's 3-year price return of +83.7% versus the company-disclosed peer group median of -6.3% represents a +90.0pp outperformance gap, well above the 65pp threshold for strong-positive-TSR companies, so the TSR trigger does not fire; Elton brings strong financial credentials (FCPA, PwC partner, CEO of BC Hydro) appropriate for a board chair.
Bales joined in March 2023 (approximately 36 months of tenure), and the TSR trigger does not fire given RBA's +90.0pp outperformance of the peer median; he brings relevant M&A, capital markets, and environmental services experience and serves on the Audit Committee where he has CPA credentials.
DeWitt has served since May 2020 and the TSR trigger does not fire given RBA's strong outperformance of its disclosed peer group; he qualifies as audit committee financial expert (former CFO and CEO of Grubhub, former CFO of optionsXpress), and no overboarding, attendance, or independence issues are present.
Harford is a newly proposed director and is exempt from the TSR trigger; she brings directly relevant experience in digital marketplace businesses (founding Zillow team, OfferUp, Roofstock board) that maps well to RBA's digital transformation priorities.
Morrison joined in May 2024 (less than 24 months before the meeting), making him exempt from the TSR trigger; he brings deep cybersecurity, IT, and large-organization transformation expertise relevant to RBA's risk oversight needs.
O'Day joined in March 2023 and the TSR trigger does not fire given RBA's strong peer outperformance; his background as former CEO of Boyd Group Services (a major automotive collision repair company) is directly relevant to RBA's core automotive sector business.
Sieger joined in March 2023 and the TSR trigger does not fire; his 30+ year career at Progressive Corporation in automotive insurance claims leadership is highly relevant to RBA's automotive salvage business, and no overboarding or attendance concerns are present.
Stein joined in May 2024 (less than 24 months before the meeting) and is exempt from the TSR trigger; she is a Fellow CPA with CFO-level financial expertise serving on the Audit Committee, satisfying the policy's financial literacy requirement.
Stephenson joined in April 2022 and the TSR trigger does not fire given RBA's strong peer outperformance; she brings CEO-level and board leadership experience from major public companies and no overboarding, attendance, or independence issues are identified.
All ten director nominees receive a FOR vote. RBA's 3-year price return of +83.7% outperforms the company-disclosed peer group median of -6.3% by +90.0 percentage points, well above the 65pp threshold applicable to strong-positive-TSR companies, so the stock-performance trigger does not fire for any director. Several newer directors (Morrison, Stein, Kessler, and newly proposed Harford) are additionally exempt under the 24-month new-director rule. No overboarding, attendance below 75%, independence, or familial-relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
James Kessler
Total Comp
$21,551,858
Prior Support
N/A
CEO James Kessler received total compensation of approximately $21.6 million in 2025, which is elevated relative to an independent benchmark for a CEO at an $18B industrial/marketplace company but is broadly in line with the context of a large complex acquisition integration; the bulk of his pay ($17.8 million, or about 83% of total) consists of performance stock awards and time-vesting stock awards, indicating a strong variable-pay orientation well above the 50-60% policy threshold. RBA's 3-year stock price return of +83.7% substantially outperforms the company-disclosed peer group median of -6.3% by +90 percentage points, supporting the conclusion that above-benchmark incentive pay is aligned with exceptional shareholder outcomes. No prior-year Say on Pay result below 70% is noted, no meaningful clawback deficiency was identified, and the pay structure's heavy equity weighting provides appropriate long-term alignment.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$5,076,859
Non-Audit Fees
$170,600
Non-audit fees (tax fees of $20,600 plus other fees of $125,000, plus audit-related fees of $25,000 = $170,600) represent approximately 3.4% of audit fees ($5,076,859), well below the 50% threshold that would trigger a concern about auditor independence. Auditor tenure is not disclosed in the proxy, so under policy the tenure trigger cannot fire and the vote defaults to FOR. EY is a Big 4 firm fully appropriate for a company of RBA's $18B+ market cap and complexity.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 6
Shareholder Proposal (as described in Appendix B)
The full text of the shareholder proposal in Appendix B was not included in the provided filing excerpt, making it impossible to fully evaluate filer identity, ask type, or merits under the Section 4 framework. The board recommends a vote AGAINST the proposal, and in the absence of the proposal text, prior-year vote history, or any other information pointing toward shareholder benefit, there is no basis to override the board's recommendation. Shareholders who have access to the full proxy statement should review Appendix B (pages 101-103) before voting.
Overall Assessment
RBA's 2026 annual meeting ballot is broadly straightforward: the company's outstanding 3-year stock performance (+83.7% vs. a peer group median of -6.3%) removes any TSR-based concern about the director slate, and the auditor fee structure is clean with non-audit fees well below the independence-concern threshold. The one area of incomplete analysis is the shareholder proposal in Appendix B, whose full text was not available in the provided filing excerpt; shareholders should review that proposal directly before voting.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing