DEF 14A of RB Global Inc.
Filed Mar 25, 2024 · FY20230001140361-24-015030
Ryan Welsh
| NON-EXECUTIVE DIRECTOR COMPENSATION | 40 |
Ryan Welsh
| Non-executive Director Compensation Table | 41 |
Questions and Answers about the Election of Directors
Questions and Answers about the Election of Directors
What is the current composition of the Board?
What is the current composition of the Board? The Company’s current articles require the Board to have at least three and no more than twelve directors and provide that the Board is authorized to determine the actual number of directors within that range. The current Board is composed of the following eleven directors: Robert Elton, Jim Kessler, Brian Bales, Bill Breslin, Adam DeWitt, Tim O’Day, Erik Olsson, Sarah Raiss, Michael Sieger, Jeffrey C. Smith, and Carol Stephenson. Is the Board divided into classes? How long is the term? No, the Board is not divided into classes. All directors are elected for one-year terms to hold office until the next annual meeting of shareholders unless he or she sooner ceases to hold office. Who can nominate individuals for election as directors? Shareholders may nominate director candidates pursuant to and in accordance with the provisions of the Company’s by-laws, which includes advance notice provisions for nominations of directors by shareholders, and of the CBCA. The advance notice provisions require advance notice to the Company of nominations for persons for election to the Board in circumstances where nominations are made other than pursuant to a shareholder proposal made in accordance with the provisions of the CBCA or a requisition of shareholders made in accordance with the CBCA. Shareholders should note that nominations for directors must be made in compliance with the procedures in the Company’s by-laws, which include requirements to notify the Company in writing in advance of an intention to nominate directors for election to the Board prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in such notice. Please see the information under “Shareholder Proposals and Director Nominations” on page 106. The Company has not received any director nominations in connection with the Meeting.
What is the current composition of the Board?
| | 16 | 2024 Proxy Statement |
What is the current composition of the Board?
Who is standing for election this year? The following eleven individuals are being nominated by or at the direction of the Board, based on the recommendation of the Nominating and Corporate Governance Committee:
What is the current composition of the Board?
| • Jim Kessler | • Robert Elton | | • Brian Bales | • Adam DeWitt | | • Gregory Morrison | • Tim O’Day | | • Sarah Raiss | • Michael Sieger | | • Jeffrey C. Smith | • Debbie Stein | | • Carol Stephenson | |
What is the current composition of the Board?
Each of the nominees, except Mr. Kessler, qualifies as independent under applicable NYSE listing standards and Canadian securities laws and regulations. See “Corporate Governance — Independence of the Directors” on page 26 for a summary of how “independence” is determined. Additional information concerning the above nominees, including their ages, positions and offices held with the Company, and terms of office as directors, is set forth below under “Information Concerning the Nominees to the Board of Directors” on page 17. What if a nominee is unable or unwilling to serve? If any one or more of the nominees named in this Proxy Statement is unable to serve or for good cause will not serve, then the persons voting the accompanying proxy may in their discretion vote for a substitute. The persons named in the enclosed form of proxy intend to vote for the election of any such substitute nominee. Each of the nominees has agreed to serve, if elected, and the Board is not presently aware of any reason that would prevent any nominee from serving as a director if elected. How are nominees elected? In the election of directors, you may vote “FOR” or “AGAINST” each or any of the nominees. Each of the eleven nominees is uncontested. Only nominees receiving a greater number of votes cast remotely or by proxy at the Meeting “FOR” their election than “AGAINST” their election will be elected as directors. Might directors be required to resign following the Meeting? Yes. Amendments to the CBCA, which came into force on August 31, 2022, establish a majority voting requirement for directors. Specifically, the CBCA now requires that, for elections at which there is only one candidate nominated for each position available on the Board, shareholders vote “for” or “against” individual directors (rather than “for” or “withhold”) and each candidate is elected only if they receive a majority of votes cast in their favour. The CBCA provides that if an incumbent director is not elected in those circumstances, the director may continue in office until the earlier of (i) the 90th day after the day of the election, and (ii) the day on which their successor is appointed or elected. The Board determined that these new CBCA requirements, which apply to the Company, made the Company’s majority voting policy redundant and it has therefore been repealed. May additional directors be appointed by the Board between annual general meetings? Subject to the maximum number of directors permitted under the articles of the Company, the Board has the power to increase the number of directors at any time between annual meetings of shareholders and appoint one or more additional directors, provided that the total number of directors so appointed shall not exceed one-third of the number of directors elected at the previous annual meeting.
Information Concerning the Nominees to the Board of Directors
Information Concerning the Nominees to the Board of Directors The following section provides information with respect to the nominees to our Board. Directors are to be elected for a one-year term expiring at our next annual meeting unless he or she sooner ceases to hold office (if the director dies or resigns, is removed by resolution of the shareholders or becomes disqualified from being a director under the CBCA). The Board and the Nominating and Corporate Governance Committee believe that each director nominee brings a strong set of attributes and qualifications and that together these director nominees would create an effective and well-functioning Board that will continue to serve the Company and our shareholders well. Included in each director nominee’s biography below is a summary describing the key attributes and qualifications of the nominees upon which the decisions to nominate were made. Information below regarding shares owned, controlled or directed, Deferred Share Units (“DSUs”) issued under the Company’s Non-Executive Director Deferred Share Unit Plan, and restricted share units (“RSUs”) and performance share units (“PSUs”) granted under the Company’s equity incentive plans is given as of March 18, 2024.
Information Concerning the Nominees to the Board of Directors
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Robert George Elton
Robert George Elton
Robert George Elton
| Voting results 2023: Votes For: 143,652,516 Percentage For: 94.86% | Independent Age: 72 Residence: Vancouver, B.C., Canada Director since: April 30, 2012 Shares owned, controlled or directed: 1,471 Common Shares DSUs held: 31,522.31 Committees: Audit Committee Integration Committee (Chair) |
Robert George Elton
Robert Elton’s experience in senior executive positions during the course of the past 25 years brings strong leadership and management skills to the Company. Mr. Elton held executive roles at Vancouver City Savings Credit Union from 2013 to 2017, including Chief Financial Officer and Chief Risk Officer. Mr. Elton served as an adjunct professor at the University of British Columbia’s Sauder School of Business. Mr. Elton was President and Chief Executive Officer of BC Hydro, a government-owned electric utility, from 2003 to 2009. Prior to this he was Executive Vice President Finance and Chief Financial Officer of BC Hydro (2002 – 2003), Powerex (2001 – 2002), a subsidiary of BC Hydro, and Eldorado Gold Corporation (1996 – 2001) (TSX: “ELD”; NYSE: “EGO”; ASX: “EAU”). Mr. Elton spent over 20 years with PriceWaterhouseCoopers and predecessor firms, becoming partner in 1987 before leaving the firm in 1996. He is a Fellow of the Canadian Chartered Professional Accountants (FCPA.FCA) and has a Master of Arts degree from Cambridge University, U.K. He is a member of CPA’s Advisory Board for Sustainable Business and the Canada Electricity Advisory Board, which advises the Government of Canada’s Ministry of Energy and Natural Resources.
Other directorships
Other directorships Corix Utilities, a private utility infrastructure company – Director, Chair of the Human Resources Committee
Jim Kessler
Jim Kessler
Jim Kessler
| Voting results 2023: N/A | Not Independent Age: 51 Residence: Norwood, PA, USA Director since: August 1, 2023 Shares owned, controlled or directed: 64,261 Common Shares PSUs held: 246,157 Committees: None |
Key attributes and qualifications
Key attributes and qualifications Jim Kessler was appointed Chief Operating Officer of RB Global in 2020, was promoted to President and Chief Operating Officer in 2021 and promoted to Chief Executive Officer in August of 2023. Before joining RB Global, he served as a senior leader for two decades in the automotive industry, including as President, Emerging Business at Caliber Collision from 2019 to 2020 and as Chief Operating Officer of ABRA Auto Body and Glass from 2017 to 2019. At ABRA, he oversaw operations, procurement, and growth initiatives, including the integration of the merger between ABRA and Caliber Collision, which created the first national collision repair provider in the United States. He also held a variety of senior leadership positions at vRide, City Sports and Pep Boys. Mr. Kessler is an Operating Advisor to Percheron Capital, a private equity firm focused on partnering with exceptional teams to build market-leading essential services businesses. He holds an undergraduate degree and MBA from Saint Joseph’s University.
Key attributes and qualifications
| | 18 | 2024 Proxy Statement |
Brian Bales
Brian Bales
Brian Bales
| Voting results 2023: Votes for: 149,171,974 Percentage For: 98.51% | Independent Age: 61 Residence: Scottsdale, AZ, USA Director since: March 20, 2023 Shares owned, controlled or directed: 6,327.478 Common Shares DSUs held: 1,570.30 Committees: Integration Committee |
Brian Bales
Brian Bales was appointed to the Board in 2023. Mr. Bales has significant management experience, including as a senior executive at a Fortune 300 company. Mr. Bales’ extensive experience in business strategy and transformational growth (including mergers & acquisitions and related integration, risk management & oversight, commercial real estate & infrastructure development, capital markets, capital allocation and investor relations) enables him to provide the Board with additional perspectives on the Company’s operations. Mr. Bales has also had extensive leadership oversight of environmental and sustainability initiatives, including the development and measurement of goals designed to benefit the environment and society while enhancing the foundation and profitability of a business for the long-term. Mr. Bales is currently the Executive Vice President and Chief Development Officer of Republic Services, a leader in the U.S. environmental services industry. Prior to his current role, Mr. Bales served as the Executive Vice President of Business Development at Republic Services from 2008 to 2015, and as Vice President of Corporate Development from 1998 to 2008. Before joining Republic services, Mr. Bales held roles at Ryder System from 1993 to 1998 and as Chief Financial Officer for EDIFEX & VTA Communications from 1988 to 1993. Mr. Bales began his professional career as an accountant with Price Waterhouse, now PricewaterhouseCoopers, and worked there from 1986 to 1988. Mr. Bales holds a Bachelor of Science degree in Business Administration from the University of Tennessee and has held a Certified Public Accountant designation. Past directorships (past five years) IAA, Inc., a previously publicly traded auto auction company
Adam DeWitt
Adam DeWitt
Adam DeWitt
| Voting results 2023: Votes for: 145,260,573 Percentage For: 95.92% | Independent Age: 51 Residence: Chicago, IL, USA Director since: May 5, 2020 Shares owned, controlled or directed: 4,000 Common Shares DSUs held: 7,818.79 Committees: Audit Committee (Chair) Integration Committee |
Key attributes and qualifications
Key attributes and qualifications Adam DeWitt’s experience in senior executive positions during the past 15 years brings strong leadership and management skills to the Company. Mr. DeWitt was the Chief Executive Officer of Grubhub, Inc. where he led all functions of the U.S. business from June 2021 to March 2023. Prior to this role, Mr. DeWitt was Grubhub’s President (since 2018) and Chief Financial Officer (since 2011). During his tenure of a decade at the company, Grubhub’s annual revenues grew from $20 million to more than $2 billion, and he led the company through its initial public offering in 2014, 13 subsequent acquisitions and eventual sale for $7 billion. Before joining Grubhub, Mr. DeWitt was the Chief Financial Officer of publicly-traded optionsXpress Holdings, Inc. Mr. DeWitt serves on the boards of directors and audit committees of Treehouse Foods (NYSE: THS), a leading private label snack and beverage manufacturer, and Fathom Digital Manufacturing Corp. (NYSE: FATH), a leading on demand digital manufacturing platform. He is also a member of the board of directors of The Joffrey Ballet, and is the treasurer and member of the board of trustees of the Bernard Zell Anshe Emet Day School. Mr. DeWitt holds a B.A. in Economics from Dartmouth College.
Other directorships
Other directorships Treehouse Foods (NYSE: THS), a private label snack and beverage manufacturer Fathom Digital Manufacturing Corporation (NYSE: FATH), a publicly traded advanced manufacturing services company
Other directorships
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Gregory B. Morrison
Gregory B. Morrison
Gregory B. Morrison
| | Independent Age: 64 Residence: Fernandina Beach, FL, USA Director since: N/A Shares owned, controlled or directed: nil DSUs held: nil Committees: N/A Voting results 2023: N/A |
Gregory B. Morrison
Gregory B. Morrison is the former Senior Vice President and Corporate Chief Information Officer for Cox Enterprises, Inc., a communications, media and automotive company, a role he held from February 2002 until his retirement in January 2020. During his 18 years at Cox, Mr. Morrison was responsible for providing corporate strategic planning, policy development and management of all information technology systems, leveraging deployment of new information technology across the company’s operations and overseeing cybersecurity matters. Prior to his role at Cox, Mr. Morrison served as Executive Vice President and Chief Operating Officer of RealEstate.com in 2000 and held various information and technology leadership roles, including CIO, at Prudential Financial from 1989 to 2002. Mr. Morrison has extensive knowledge and expertise with cybersecurity, large-scale business transformations and technology deployments, and the development of key technological advances that help improve manual business processes. Mr. Morrison was named among the industry’s top performing Chief Information Officers who have shown unparalleled leadership to drive innovation and transformation in businesses. Mr. Morrison was a commissioned officer in the US Army from 1982 to 1989. Mr. Morrison received a Bachelor of Science in Mathematics and Physics from South Carolina State University, and a Master of Science in Industrial Engineering from Northwestern University.
Other Directorships
Other Directorships Mr. Morrison serves on the following board of directors: Veritex Holdings (Bank) where he Chairs the Corporate Governance and Nominations Committee and the Technology Committee and serves on the Audit Committee; and Rollins Inc., where he serves on the Audit Committee and the Human Capital and Compensation Committee. He has also served on the board of Veritiv Corp (recently acquired by CD&R), including on its Audit and Finance Committee and Compensation and Leadership Development Committee.
Timothy O’Day
Timothy O’Day
Timothy O’Day
| Voting results 2023: Votes for: 148,950,838 Percentage For: 98.36% | Independent Age: 65 Residence: Chicago, IL, USA Director since: March 20, 2023 Shares owned, controlled or directed: 1,500 Common Shares DSUs held: 1,570.30 Committees: Nominating and Corporate Governance Committee |
Key attributes and qualifications
Key attributes and qualifications Timothy O’Day was appointed to the Board in 2023. Mr. O’Day is a seasoned automotive industry executive and operator and the current President and Chief Executive Officer of Boyd Group Services Inc., one of the largest automotive collision repair and glass repair and replacement companies in the world. Mr. O’Day has worked in the automotive collision business since joining Gerber Collision & Glass in 1998 as Vice President of Operations. After Gerber Collision & Glass was acquired by Boyd in 2004, Mr. O’Day joined Boyd to run their US operations. In his tenure, Mr. O’Day has helped Boyd grow from approximately 50 locations to over 900 locations by the end of 2023. Mr. O’Day started his career in internal audit at a public company. Boyd Group Services Inc., a publicly traded collision repair company
Key attributes and qualifications
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Sarah Raiss
Sarah Raiss
Sarah Raiss
| Voting results 2023: Votes for: 133,246,957 Percentage For: 87.99% | Independent Age: 66 Residence: Calgary, AB, Canada Director since: July 1, 2016 Shares owned, controlled or directed: 1,410 Common Shares DSUs held: 18,657.42 Committees: Nominating and Corporate Governance Committee Audit Committee |
Sarah Raiss
Sarah Raiss has been a director for RB Global since 2016 and has served as Chair of both the Nominating and Corporate Governance Committee and Compensation Committee. Ms. Raiss brings almost 40 years of experience encompassing various board positions and executive and management positions in engineering, operations, strategy, merger and acquisition integration, government relations and community investment, governance, human resources, information technology, marketing and other administrative functions. She has business experience in Canada, the United States and abroad. Ms. Raiss retired in August 2011 as Executive Vice-President of Corporate Services, TransCanada Corporation, one of North America’s leading energy infrastructure companies with operations in natural gas, oil and power industries. Since her retirement, Ms. Raiss’ principal occupation has been serving as a corporate director, and she has served on a number of other corporate boards noted below. Ms. Raiss was named a 2015 National Association of Corporate Directors Directorship 100, recognizing the most influential people in governance, 50 of which are corporate directors. Ms. Raiss was named a Fellow of the Institute of Corporate Directors in 2020. Ms. Raiss has a BS in Applied Mathematics and an MBA, both from the University of Michigan. She also holds the ICD.D designation.
Other directorships
Other directorships The Loblaw Companies, Ltd. (TSX: “L”), a public food retailer — Director and member of the Corporate Governance Committee and Chair of the Pension Committee The Commercial Metals Company (NYSE: “CMC”), a public metal manufacturer and recycler — Lead Director as of 2022, past Chair of the Compensation Committee and past Chair and current member of the Nominations and Governance Committee; member of the Audit Committee
Michael Sieger
Michael Sieger
Michael Sieger
| Voting results 2023: Votes for: 147,836,691 Percentage For: 97.63% | Independent Age: 62 Residence: Miami Beach, FL, USA Director since: March 20, 2023 Shares owned, controlled or directed: 3,036.53 Common Shares DSUs held: 1,570.30 Committees: Compensation Committee |
Key attributes and qualifications
Key attributes and qualifications Michael Sieger was appointed to the Board in 2023. Mr. Sieger brings to the Board extensive experience and leadership in the automotive insurance industry from over three decades with The Progressive Corporation (NYSE: PGR). Mr. Sieger possesses strong public company executive management experience, as well as significant strategic planning and operational experience. Mr. Sieger retired from Progressive in January 2022, where he served as its Claims President since 2015. Mr. Sieger also held various other positions at Progressive from 1990 to 2015: including as its General Manager Claims Process from 2007 to 2015, General Manager Northeast Field Claims from 1999 to 2007, General Manager WA and PA from 1996 to 1999, Product Manager MS from 1992 to 1996 and Product Manager Corporate Marketing from 1990 to 1992. Prior to joining Progressive, Mr. Sieger served as a consultant at Frank Lynn & Associates from 1989 to 1990. Mr. Sieger also serves on the board of directors of nonprofit organizations Bellefaire JCB and the Jewish Federation of Cleveland. Mr. Sieger is also a member of the board of directors of Crash Champions and serves on the Advisory Boards of Hi Marley and Verisk. Mr. Sieger holds a Bachelor of Science in Electrical Engineering from Case Western Reserve University and an MBA from the University of Chicago Graduate School of Business.
Other directorships
Other directorships Crash Champions, LLC, a private collision repair company IAA, Inc., a previously publicly traded auto auction company
Other directorships
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Jeffrey C. Smith
Jeffrey C. Smith
Jeffrey C. Smith
| DSUs held: 1,151.47 Committees: Integration Committee Voting results 2023: Votes for: 148,653,187 Percentage For: 98.17% | Independent Age: 51 Residence: Boca Raton, FL, USA Director since: March 14, 2023 Shares owned, controlled or directed: See information set forth in section titled “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” and footnotes thereto. DSUs held: 1,609.08 Committees: Integration Committee |
Jeffrey C. Smith
Jeffrey Smith was appointed to the Board in 2023. Mr. Smith is a Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP, a New York-based investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies, which he founded in April 2011, with a spin-off of the existing Value and Opportunity Fund. From January 1998 to April 2011, Mr. Smith was at Ramius LLC, a subsidiary of the Cowen Group, Inc., where he was a Partner and Managing Director and the Chief Investment Officer of the funds that comprised the Value and Opportunity investment platform. Mr. Smith served as chair of the boards of Papa John’s International, Inc. from February 2019 to March 2023; Starboard Value Acquisition Corp. from November 2019 until it merged with Cyxtera Technologies, Inc. (Nasdaq: CYXT) in July 2021; and Advance Auto Parts, Inc. from May 2016 to May 2020. He served as chair of the board of Darden Restaurants, Inc. from October 2014 to April 2016. Mr. Smith was formerly on the boards of Cyxtera Technologies, Inc. from July 2021 to March 2023; Perrigo Company plc from February 2017 to August 2019; Yahoo! Inc from April 2016 to June 2017; Quantum Corporation from May 2013 to May 2015; Office Depot, Inc. from August 2013 to September 2014; Regis Corporation from October 2011 until October 2013; and Surmodics, Inc. from January 2011 to August 2012. Mr. Smith also previously served as chair of the board of directors of Phoenix Technologies Ltd.; and as a director of Zoran Corporation, Actel Corporation, S1 Corporation, Kensey Nash Corporation, and the Fresh Juice Company, Inc. Mr. Smith holds a Bachelor of Science in Economics from the Wharton School of Business at the University of Pennsylvania. Past directorships (past five years) Papa John’s International, Inc., a publicly listed pizza company; Starboard Value Acquisition Corp., an investment advising company; Cyxtera Technologies, Inc., a publicly listed data company; Advance Auto Parts, Inc., a publicly listed automotive aftermarket parts company; and Perrigo Company plc, a publicly listed manufacturing company.
Debbie Stein
Debbie Stein
Debbie Stein
| | Independent Age: 63 Residence: Calgary, AB, Canada Director since: N/A Shares owned, controlled or directed: nil DSUs held: nil Committees: N/A Voting results 2023: N/A |
Key attributes and qualifications
Key attributes and qualifications Debbie Stein brings extensive experience in infrastructure, energy and utility sectors to the Company. Ms. Stein has previously served as Senior Vice President, Finance, and Chief Financial Officer of AltaGas Ltd. from 2008-2015, and CFO and Corporate Secretary of Alta Gas Utilities from 2005 to 2008. Ms. Stein has also held positions in TC Energy Corporation, Wendy’s Restaurants of Canada and Paramount’s Canada’s Wonderland. Ms. Stein holds a Bachelor of Arts degree in Economics (Hons.) from York University and is a Fellow of Chartered Professional Accountants (FCPA, CPA), and holds the ESG Global Competent Boards Designation and the Institute of Corporate Directors designation (ICD.D).
Other directorships
Other directorships Ms. Stein has also served on a number of public and private company boards, including directorships at: Aecon Group Inc. since 2019, where she chairs the Audit Committee and serves on the Corporate Governance and Compensation Committee; Parkland Corporation since 2016, where she chairs the Environment, Safety and Sustainability Committee and serves on the Governance, Nominating and Ethics Committee*; NuVista Energy Ltd. since 2016, where she chairs the Audit Committee and serves on the ESG Committee; and Trican Well Service Ltd. since 2016 where she chairs the Governance Committee and serves on the Audit Committee. Ms. Stein also chairs the Audit Committee and serves on the Investment and Governance Committee of the board of Ontario Teacher’s Pension Plan since 2023. *Ms. Stein has decided not to stand for re-election to the Parkland Corporation board at its upcoming annual general meeting of shareholders on March 28, 2024. Ms. Stein will, therefore, no longer be a board member of Parkland Corporation on the date she begins her tenure on the RB Global, Inc. Board if so elected.
Other directorships
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Carol M. Stephenson
Carol M. Stephenson
Carol M. Stephenson
| | Independent Age: 73 Residence: London, ON, Canada Director since: April 27, 2022 Shares owned, controlled or directed: 4,320 DSUs held: 3,595.44 Committees: Nominating and Corporate Governance Committee (Chair) Compensation Committee |
Carol M. Stephenson
Voting results 2023: Votes for: 141,744,317 Percentage For: 93.60%
Key attributes and qualifications
Key attributes and qualifications Carol M. Stephenson served as Dean of the Ivey Business School at Western University from 2003 until her retirement in 2013. Prior to joining the Ivey Business School, she was President and CEO of Lucent Technologies Canada from 1999 to 2003 and a member of the Advisory Board of General Motors of Canada, Limited, a GM subsidiary, from 2005 to 2009. Ms. Stephenson was a board member of General Motors Company (NYSE: GM) from 2009 to 2023 where she chaired the Compensation Committee. She also served on the board of Maple Leaf Foods, Inc. (TSE: MFI) until 2023 where she chaired the Corporate Governance Committee. She has served on the board of Mattamy Asset Management since 2020. Ms. Stephenson has previously served on the boards of Ballard Power Systems, Inc. (2012 to 2017), Intact Financial Corporation (2004 to 2021), Manitoba Telecom Services, Inc. (2008 to 2016) and Sears Canada, Inc. (2001 to 2006). Ms. Stephenson is an officer of the Order of Canada. Ms. Stephenson is a graduate of the University of Toronto. She completed the Executive Program at the Graduate School of Business Administration, University of California and the Advanced Management Program at Harvard University. She holds honorary doctorates from Ryerson Polytechnic University and Western University.
Other directorships
Other directorships Mattamy Asset Management (Private), an asset manager – Director Past directorships (past five years) General Motors Company (NYSE: GM), a publicly traded automotive manufacturing company – Director, Chair of the Compensation Committee Maple Leaf Foods, Inc. (TSE: MFI), a publicly traded consumer packaged meats company – Director, Chair of the Corporate Governance Committee Intact Financial Corporation (TXS: IFC), a property and casualty insurance company - Director
Other directorships
| | Recommendation of the Board The Board recommends a vote “FOR” each of the nominees. |
Other directorships
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Other directorships
| INFORMATION CONCERNING OUR EXECUTIVE OFFICERS |
Other directorships
The following table sets forth certain information with respect to our current executive officers, other than Jim Kessler, whose information may be found under “Proposal One: Election of Directors – Information Concerning the Nominees to the Board of Directors” on page 16.
Other directorships
| Eric Guerin Chief Financial Officer Age: 52 | Mr. Guerin brings extensive senior executive financial leadership experience to the Company. Most recently, Mr. Guerin served as the Chief Financial Officer of Veritiv Corporation, a leading distributor of packaging, facility solutions, and print products, from March 1, 2023 until its acquisition in November of 2023. Mr. Guerin previously served as Executive Vice President and Chief Financial Officer of CDK Global, Inc., a provider of retail technology and software-as-a-service solutions from January 18, 2021 until July 22, 2022. Mr. Guerin also served as Division Vice President, Finance from August 2020 through January 18, 2021 and as Division Vice President and Sector Chief Financial Officer, Corning Glass Technologies from September 2016 through August 2020 for Corning Incorporated, a provider of specialty glass, ceramics and related materials and technologies for industrial and scientific applications. Earlier in his career, Mr. Guerin served in a number of financial management roles for various public companies, including Flowserve Corporation, Novartis and Johnson & Johnson. Mr. Guerin serves as a member of the board of directors for Skyworks Solutions, Inc. Mr. Guerin obtained a Masters of Business Administration from St. John’s University and a Bachelor of Science in Accounting from the College of Staten Island. | | Drew Fesler Chief People Officer Age: 52 | Drew Fesler is the Company’s Chief People Officer. Before his appointment to this position in September 2023, Mr. Fesler served as the Company’s Senior Vice President, People Team from October 2022 and before that, as Vice President, People Team, beginning September 2021. He has extensive experience aligning human resources with a company’s changing business strategy and corporate objectives. From 2019 until he joined the Company, Mr. Fesler was a consultant at Accenture, where he helped clients in the transportation, retail, and healthcare industries transform their human capital functions during mergers, acquisitions, or restructurings. He began his career as an engineer and has since held leadership roles in a variety of disciplines with leading companies including Ameriprise Financial, ON Semiconductor, and General Electric. Mr. Fesler holds a Master of Business Administration from Vanderbilt University – Owen Graduate School of Management, and a Bachelor of Science in Industrial Engineering from the University of Tennessee, Knoxville. |
Other directorships
| | 24 | 2024 Proxy Statement |
Other directorships
| Baron Concors Chief Product and Technology Officer Age: 54 | Baron Concors was appointed as Chief Information Officer (“CIO”) effective March 23, 2020 and was promoted to Chief Product and Technology Officer in November of 2022. Mr. Concors held various leadership positions in his career, including CIO of Yum Brands from 2012 to 2014 where he was responsible for Taco Bell, KFC and Pizza Hut information technology in over 120 countries, and CIO for Pizza Hut from 2008 to 2012. He also served as Chief Digital Officer for Pizza Hut from 2014 to 2017, where he led digital transformation for the global business. In addition, Mr. Concors held a variety of leadership positions at FedEx, Deloitte & Touche LLP, and Ernst & Young LLP. Most recently, Mr. Concors served as CIO at ABRA Auto Body and Glass from 2017 to 2020, a leading national vehicle collision repair company, where he helped transform the customer experience through technology. He was named by Computerworld Magazine as one of the Premier 100 IT Leaders in the world and Forbes Magazine named the Pizza Hut iPhone application the #1 branded mobile application of the year. Mr. Concors serves on the boards of Bibliotheca and Punchh. As previously disclosed, Mr. Concors will be leaving the Company effective on or about June 1, 2024. Mr. Concors graduated from the University of Texas-Arlington and earned his MBA from the University of Tennessee. | | Darren Watt Chief Legal Officer Age: 52 | Darren Watt joined the Company in 2004 as in-house legal counsel. In 2012, Mr. Watt was promoted to Vice President Legal Affairs, and in 2013 was appointed General Counsel and Corporate Secretary. On August 29, 2016, Mr. Watt was promoted to Senior Vice President & General Counsel and to Chief Legal Officer in April of 2023. Prior to joining the Company, Mr. Watt practiced with McCarthy Tétrault LLP (1998 − 2004) as an Associate lawyer in the area of Corporate Finance & Securities. Mr. Watt is a member of the Law Society of British Columbia and holds a Law Degree from the University of British Columbia, as well as an Honours Bachelor of Arts degree (International Relations) from the University of Toronto. | | Jeff Jeter Chief Revenue Officer Age: 65 | Jeff Jeter is the Company’s Chief Revenue Officer. Prior to joining the Company in 2017, Mr. Jeter was President, IronPlanet leading IronPlanet’s US and international sales and new business planning activities, including identifying strategic initiatives and driving new market launch initiatives. Mr. Jeter has also served as Senior Principal at PRTM Management Consultants, where he helped lead PRTM’s customer experience consulting for Fortune 1000 companies. Prior to PRTM, he was Senior Vice President of Marketing for Manugistics Group, Inc. (NASDAQ:MANU), where he executed global marketing strategies and managed the company’s new business development and sales operations initiatives. Mr. Jeter has 25 years of experience in sales, marketing, and international business, including two international assignments for Iomega, a wholly owned subsidiary of EMC Corporation (NYSE:EMC) and leader in innovative storage and network security solutions for small businesses, home offices and consumers. Mr. Jeter holds a B.A. from Wake Forest University and an M.B.A. from Mercer University. |
Other directorships
| | 25 | 2024 Proxy Statement |
Other directorships
| CORPORATE GOVERNANCE |
Other directorships
The Board and the Company believe that excellent corporate governance practices are essential for the effective and prudent operation of the Company and for enhancing shareholder value. The Board’s Nominating and Corporate Governance Committee is responsible for reviewing and, if deemed necessary, recommending changes to the Company’s corporate governance practices.
Starboard Strategic Investment
| NON-EXECUTIVE DIRECTOR COMPENSATION |
Non-executive Director Compensation Table
Non-executive Director Compensation Table The table below sets out the compensation of the Company’s non-executive directors for the year ended December 31, 2023. Ms. Fandozzi did not receive any compensation in 2023 in her capacity as a non-executive director.
Non-executive Director Compensation Table
| Non-Executive Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Erik Olsson | 155,250 | 186,907 | 67,520 | 409,677 | | Brian Bales(5) | 82,837 | 66,965 | 373 | 150,175 | | Bill Breslin(5) | 82,837 | 66,965 | 373 | 150,175 | | Adam DeWitt | 118,653 | 127,222 | 12,635 | 258,510 | | Robert Elton | 126,122 | 127,222 | 62,501 | 315,845 | | Lisa Hook(6) | 60,375 | 96,851 | 4,179 | 161,405 | | Timothy O’Day(5) | 82,837 | 66,965 | 373 | 150,175 | | Sarah Raiss | 114,406 | 127,222 | 35,420 | 277,048 | | Mahesh Shah(7) | 52,222 | – | 990 | 53,212 | | Michael Sieger(5) | 84,813 | 66,965 | 373 | 152,151 | | Jeffrey Smith(8) | 84,600 | 69,112 | 365 | 154,077 | | Carol Stephenson | 112,766 | 127,222 | 3,866 | 243,854 | | Chris Zimmerman(7) | 23,500 | – | 7,758 | 31,258 |
Non-executive Director Compensation Table
| 1. | Represents total fees earned or paid in cash for service on the Board, including annual Board retainer, and the annual fee paid to the Board Chair and to the Committee Chairs. |
Non-executive Director Compensation Table
| 2. | The dollar amounts represent the grant date fair value of DSUs granted in 2023, calculated in accordance with ASC 718, utilizing the assumptions discussed in Note 2 and Note 24 to our financial statements for the fiscal year ended December 31, 2023, without taking into account estimated forfeitures. The number of DSUs granted and the fair value on each grant date calculated in accordance with ASC 718 are as follows: |
Non-executive Director Compensation Table
| | March 6, 2023(4) | | May 15, 2023 | | August 14, 2023 | | November 14, 2023 | | | | Non-Executive Director | Fair Value ($) | DSUs(#) | Fair Value ($) | DSUs(#) | Fair Value ($) | DSUs(#) | Fair Value ($) | DSUs(#) | DSUs held as of December 31, 2023 | | Erik Olsson | 47,431 | 767 | 47,420 | 839 | 47,432 | 771 | 44,624 | 742 | 31,609 | | Brian Bales | — | — | 4,296 | 76 | 32,298 | 525 | 30,371 | 505 | 1,111 | | Bill Breslin | — | — | 4,296 | 76 | 32,298 | 525 | 30,371 | 505 | 1,111 | | Adam DeWitt | 32,280 | 522 | 32,273 | 571 | 32,298 | 525 | 30,371 | 505 | 7,330 | | Robert Elton | 32,280 | 522 | 32,273 | 571 | 32,298 | 525 | 30,371 | 505 | 30,933 | | Lisa Hook | 32,280 | 522 | 32,273 | 571 | 32,298 | 525 | — | — | 3,772 | | Timothy O’Day | — | — | 4,296 | 76 | 32,298 | 525 | 30,371 | 505 | 1,111 | | Sarah Raiss | 32,280 | 522 | 32,273 | 571 | 32,298 | 525 | 30,371 | 505 | 18,121 | | Mahesh Shah | — | — | — | — | — | — | — | — | — | | Michael Sieger | — | — | 4,296 | 76 | 32,298 | 525 | 30,371 | 505 | 1,111 | | Jeffrey Smith | — | — | 6,443 | 114 | 32,298 | 525 | 30,371 | 505 | 1,149 | | Carol Stephenson | 32,280 | 522 | 32,273 | 571 | 32,298 | 525 | 30,371 | 505 | 3,127 | | Chris Zimmerman | — | — | — | — | — | — | — | — | — |
Non-executive Director Compensation Table
| 3. | All other compensation includes the value of additional DSUs credited to non-executive directors during 2023 corresponding to dividends declared and paid by the Company on Common Shares during 2023 and reimbursement of expenses for tax advice. The value of such dividend equivalent DSUs was calculated by multiplying the number of such additional DSUs credited by the fair market value of a Common Share on the date the dividend was paid. |
Non-executive Director Compensation Table
| 4. | DSUs are awarded quarterly in arrears. The DSU grants are based on the 2023 compensation practices detailed above. For a discussion of DSUs, see “Non-Executive Director Deferred Share Unit Plan” on page 43. |
Non-executive Director Compensation Table
| 5. | Appointed a director on March 19, 2023. |
Non-executive Director Compensation Table
| 6. | Ceased to be a director on July 12, 2023. |
Non-executive Director Compensation Table
| 7. | Resigned on March 19, 2023. |
Non-executive Director Compensation Table
| 8. | Appointed a director on March 14, 2023. |
Non-executive Director Compensation Table
| | 41 | 2024 Proxy Statement |
Compensation governance and best practices
| WHAT WE DO | | | | Provide short-term and long-term incentive plans with performance targets aligned to business goals | | | Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant | | | Require stock ownership for all senior leaders | | | Directors and members of management, including members of our Compensation Committee and our Independent Chair, engage with shareholders and other stakeholders on various topics, including our compensation program and philosophy | | | Include non-competition and non-solicitation terms in all employment agreements with senior leaders, where permitted by law | | | Maintain an Insider Trading Policy requiring directors, executive officers, and all other senior leaders to trade only during pre-established periods after receiving preclearance from our General Counsel | | | Have only double trigger (change in control and termination of employment) vesting provisions | | | Complete an annual risk review evaluating incentive compensation plans | | | Require short-term cash and long-term equity awards for all executive officers to be subject to clawback and cancellation provisions |
Compensation governance and best practices
| WHAT WE DON’T DO | | | | Provide gross-up payments to cover personal income taxes or excise taxes pertaining to executive severance benefits | | | Pay above-market interest on deferred compensation in retirement plans | | | Allow any director or employee to engage in hedging or pledging of our securities, including those received as compensation | | | Reward executives for excessive, imprudent, inappropriate, or unnecessary risk-taking | | | Allow the repricing, spring-loading, or backdating of equity awards | | | Guarantee incentive payouts from short-term or long-term incentive awards |
Shareholder Engagement
Shareholder Engagement The Company views shareholder engagement as a continuous process and annually seeks feedback directly from our shareholders. In 2023, we engaged 75 of our top shareholders representing more than 90% of our outstanding shares. Through these engagements, we received positive feedback in support of our executive compensation program, and the Compensation Committee’s decision to further drive accountability and reinforce our growth strategy. The Compensation Committee seeks to align the Company’s executive compensation program with the interests of the Company’s shareholders. The Compensation Committee considers the results of the annual Say-on-Pay vote, the long-term vision and strategic goals of the Company, input from management, input from its independent compensation consultant, and investor engagement feedback when setting and developing compensation plans for our executives. In 2023, 86.7% of the votes cast were voted in favor of our executive compensation program. The Compensation Committee believes that these results indicate that our shareholders generally approve of the structure of our executive compensation program. In light of the results of the advisory Say-on-Pay vote on our named executive officers for 2022, the Compensation Committee structured executive compensation for 2023 in a manner that was generally consistent with our 2022 executive compensation program, but included a different mix of equity awards. We considered shareholder feedback in evaluating our Long-term Incentives (“LTI”) design for 2023. During our discussions with shareholders, we received feedback on the performance metrics used for our performance-based LTI awards. Specifically, while a number of our shareholders agree with the Compensation Committee that the measures we use are the best measures to ensure accountability of our senior executives and focus on cash generation to support the Company’s strategy, some shareholders have asked us to consider using additional or different performance measures for our LTI awards. The Compensation Committee considered shareholder feedback regarding performance-based LTI awards, and determined that the performance metrics would be better aligned to both an internal metric as well as a shareholder return metric, which supports our objectives of motivating our executives to drive shareholder value, as well as recruiting and retaining top talent in our industry.
Compensation Program – Key Elements
| | 2023 STI and 2023 LTI Overview |
Compensation Program – Key Elements
The 2023 Short-Term Incentive Plan (the “2023 STI”) focused leadership on three key financial measures. The total potential payout for the STI ranged from 0% to 200% based on performance against objective, pre-established targets with payout to occur only if threshold performance of at least one financial measure was met. The performance measures for the 2023 STI were Agency Proceeds, Operating Free Cash Flow (“OFCF”), and Budgeted Non-GAAP Operating Income. In August 2023, the Compensation Committee approved an adjustment to the 2023 STI for certain senior leaders to account for enterprise results by incorporating IAA results as an additional metric while still maintaining the core structure of the 2023 STI (the “Acquisition Adjusted 2023 STI”). The target amounts for the performance metrics included in the 2023 STI were not adjusted in the Acquisition Adjusted 2023 STI and the only change was to add IAA-Adjusted EBITDA as a performance metric and to adjust the weightings of the performance metrics to account for the addition. The performance measures for the Acquisition Adjusted 2023 STI were Agency Proceeds, OFCF, Budgeted Non-GAAP Operating Income, and IAA-Adjusted EBITDA. These metrics are all non-GAAP measures. For a description of each, see Appendix A to this Proxy Statement. The 2023 Long-Term Incentive Plan (the “2023 LTI”) was redesigned to feature a mix of stock options (25% of total LTI) to align the interests of our most senior leaders with those of shareholders in share price appreciation, restricted stock units (“RSUs”) (25% of total LTI) to align the interests of our most senior leaders with those of shareholders in share price appreciation and performance share units (“PSUs”) (50% of total LTI) that are earned only if objective, pre-determined performance measures that drive long-term results are achieved. The performance measures for the PSUs are equally weighted between Earnings Compound Annual Growth Rate (“CAGR”) and relative total shareholder return (“rTSR”) based on the Russell 3000 Index (“rTSR”), and performance payouts are capped at 200% of target. If absolute TSR performance is negative, payout for this metric is capped at 100%. The total payout for performance ranges from 0% to 200% based on performance against the objective, pre-established targets. At least one financial measure must be met for any portion of the PSUs to be earned and vest. Earnings CAGR is a non-GAAP measure. For a description of Earnings CAGR, see Appendix A to this Proxy Statement. We believe that focusing performance on Agency Proceeds, Budgeted Non-GAAP Operating Income, OFCF and IAA-Adjusted EBITDA in the short-term, combined with measuring Earnings CAGR and rTSR per share in the long-term, provides direct alignment of our executive compensation program with the interests of our shareholders and focuses senior leaders on making the investments that will provide profitable long-term growth.
Compensation Program – Key Elements
| | Peer group |
Compensation Program – Key Elements
The Compensation Committee annually reviews the peer group for compensation benchmarking comparisons and makes updates as needed to align with established criteria and Company strategy. We do not limit the peer group to our industry alone because we believe compensation practices for NEOs at other large U.S.-based multinational companies affect our ability to attract and retain diverse talent around the globe. The Compensation Committee re-evaluated the peer group for fiscal year 2023 after the acquisition of IAA. They considered the following factors when selecting the peer group used to inform 2023 target compensation levels for our NEOs:
Compensation Program – Key Elements
Based on the above quantitative, qualitative and unique considerations described above, the Compensation Committee selected the following peer group for 2023 compensation benchmarking purposes:
Compensation Program – Key Elements
| Peer Group | | | | Copart, Inc. (CPRT) | Expedia Group, Inc. (EXPE) | TripAdvisor, Inc. (TRIP) | | CoStar Group, Inc. (CSGP) | Fair Isaac Corporation (FICO) | Verisk Analytics, Inc. (VRSK) | | eBay Inc. (EBAY) | OPENLANE, Inc. (KAR) | WillScot Mobile Mini, Holdings Corp. (WSC) | | Etsy, Inc. (ETSY) | Match Group, Inc. (MTCH) | Zillow Group, Inc. (Z) |
Compensation Program – Key Elements
| | How we use benchmarking data to assess compensation |
Compensation Program – Key Elements
We benchmark pay practices and compensation levels against the proxy statement disclosures of our peer group. In addition, we use executive compensation surveys to benchmark relevant market data for executive positions and adjust this data to reflect the Company’s size and market-expected compensation trends. Furthermore, the Compensation Committee reviews an analysis completed by its independent compensation consultant of the competitive position of each of our executives relative to its benchmark data. We review each element of compensation compared with the market and generally target each element of our total direct compensation (base salary, STI, and LTI) for the executive group to be within a competitive range of the market median. An individual element or an individual’s total direct compensation may be positioned above or below the market median due to a variety of considerations, such as specific responsibilities, experience, and performance.
Compensation Elements
| ELEMENT | PURPOSE | PERFORMANCE PERIOD | PERFORMANCE MEASURES | PAYOUT | | Base Salary | Market-competitive base salary reflects contribution, background, knowledge, experience and performance | — | — | — | | STI | Annual cash incentive based on achievement of Company financial and strategic goals | One Year January 1, 2023 December 31, 2023 | Agency Proceeds, Budgeted Non-GAAP Operating Income, OFCF and IAA Adjusted EBITDA | 0% – 200% | | PSUs | Align leadership with long-term Company goals and shareholder interests | Three-Years January 1, 2023 December 31, 2025 | Earnings CAGR and Relative TSR | 0% – 200% | | RSUs | Align leadership with shareholder interest in long-term share price | Three-Year Ratable Vesting | Share Price | — | | Stock Options | Align leadership with shareholder interest in long-term share price appreciation | Three-Year Ratable Vesting 10-Year Term | Absolute Share Price Appreciation | — |
Compensation Elements
| | | | | | LTI Targets | | | | | Name | Base Salary ($) | STI Target (%) | STI Target ($) | Target Total Cash Compensation ($) | PSUs(1) ($) | RSUs(1) ($) | Stock Options ($) | Target Total Direct Compensation ($)(3) | | James Kessler | 850,000 | 125% | 1,062,500 | 1,912,500 | 5,886,250 | 2,943,125 | 2,943,125 | 13,685,000 | | Ann Fandozzi | 900,000 | 125% | 1,125,000 | 2,025,000 | – | – | – | 2,025,000 | | Megan Cash(2) | 260,867 | 60% | 156,520 | 417,387 | – | 206,445 | – | 623,832 | | Eric Jacobs | 575,000 | 100% | 575,000 | 1,150,000 | – | – | – | 1,150,000 | | Baron Concors | 575,000 | 80% | 460,000 | 1,035,000 | 1,006,250 | 503,125 | 503,125 | 3,047,500 | | Jeff Jeter | 600,000 | 125% | 750,000 | 1,350,000 | 1,425,000 | 712,500 | 712,500 | 4,200,000 | | Darren Watt(2) | 416,671 | 70% | 291,670 | 708,340 | 312,503 | 156,252 | 156,252 | 1,333,347 | | Carmen Thiede | 540,000 | 80% | 432,000 | 972,000 | 729,000 | 364,500 | 364,500 | 2,430,000 |
Compensation Elements
| 1. | The number of PSUs and RSUs awarded is determined by using the target PSU value divided by the NYSE closing market price on the grant date. |
Compensation Elements
| 3. | Executive compensation was thoroughly reviewed in 2023. Changes to executive compensation were made following a benchmarking exercise. Included in this exercise was the development of a peer group that was built to reflect the sizable increase in company size (fiscally and demographically), and an independent review by our compensation consultant, FW Cook. Executive compensation shown above generally aligns with market benchmark medians, except for Ms. Fandozzi and Mr. Jacobs, who were no longer with the company at the time the adjustments were made. |
Performance Measures
Performance Measures
Performance Measures
| | How we set performance targets |
Performance Measures
The Compensation Committee approves the performance measures for the STI and LTI annually. The Compensation Committee reviews recommendations from management, receives input from its independent compensation consultant, evaluates the annual budget and mid-term business plan, and reviews prior year performance to approve value-creating goals tied to long-term shareholder value.
Performance Measures
| | 2023 STI performance measures |
Performance Measures
STI performance measures are linked to the Company’s annual financial goals and strategic goals that drive our long-term strategy. The Compensation Committee annually reviews and approves STI performance measures that align with shareholders’ interests. STI awards, if any, are determined based on final Company financial performance and the Compensation Committee’s assessment of performance against objective, pre-established targets. The 2023 STI targets were aligned to the Board-approved budget for the year. Changes were made to the 2023 STI to reflect the acquisition of IAA and consider the time of the year the transaction was completed. NEOs with cross-organizational responsibilities were aligned with this updated plan (Acquisition Adjusted 2023 STI), including metrics and weightings in order to align behaviors and drive performance on a combined-entity basis. The named executive officers had the following STI Plan alignment for 2023:
Performance Measures
| Name | STI Plan ($) | | James Kessler | Acquisition Adjusted 2023 STI | | Ann Fandozzi | Acquisition Adjusted 2023 STI | | Megan Cash | 2023 STI | | Eric Jacobs | Acquisition Adjusted 2023 STI | | Baron Concors | Acquisition Adjusted 2023 STI | | Jeff Jeter | 2023 STI | | Darren Watt | Acquisition Adjusted 2023 STI | | Carmen Thiede | Acquisition Adjusted 2023 STI |
Performance Measures
| | 62 | 2024 Proxy Statement |
Performance Measures
The table below describes each STI performance measure for the 2023 STI and Acquisition Adjusted 2023 STI, including its weighting, its target, and the leadership behavior each measure drives. 2023 STI
Performance Measures
| STI Performance Measure(1) | Weight | Target | Leadership Behaviors | | Agency Proceeds ($M) | 33% | $1,127.0 | Focus on revenue and driving growth | | Operating Free Cash Flow ($M) | 33% | $128.0 | Focus on driving strong cash flow to invest in the business | | Budgeted Non-GAAP Operating Income | 34% | $422.0 | Focus on performance that emphasizes cost management and supports the Company’s strategic goals |
Performance Measures
| 1. | Agency Proceeds, OFCF and Budgeted Non-GAAP Operating Income are non-GAAP measures. For a description of these non-GAAP measures, see Appendix A: Selected Definitions of Operational and Financial Performance. |
Acquisition Adjusted 2023 STI
Acquisition Adjusted 2023 STI
Acquisition Adjusted 2023 STI
| STI Performance Measure(1) | Weight | Target | Leadership Behaviors | | Agency Proceeds ($M) | 25% | $1,127.0 | Focus on revenue and driving growth | | Operating Free Cash Flow ($M) | 25% | $128.0 | Focus on driving strong cash flow to invest in the business | | Budgeted Non-GAAP Operating Income | 25% | $422.0 | Focus on performance that emphasizes cost management and supports the Company’s strategic goals | | IAA Adjusted EBITDA | 25% | $594.0 | Focus on enterprise results |
Acquisition Adjusted 2023 STI
| 1. | Agency Proceeds, OFCF, Budgeted Non-GAAP Operating Income and IAA Adjusted EBITDA are non-GAAP measures. For a description of these non-GAAP measures, see Appendix A: Selected Definitions of Operational and Financial Performance. |
Acquisition Adjusted 2023 STI
The potential payouts for each Company performance measure range from 0% to 200% of target based on actual Company performance. The payout for threshold performance is discussed on page 65; performance below threshold results in no payout. Final STI awards are calculated as follows:
Acquisition Adjusted 2023 STI
| | 2023–2025 LTI performance measures |
Acquisition Adjusted 2023 STI
Grants made under the LTI are intended to link the financial interests of NEOs with the long-term interests of shareholders. When determining grant amounts, the Compensation Committee considers factors such as individual responsibilities, experience, and performance. In addition, the Compensation Committee factors relevant market compensation comparison data and input provided by its independent compensation consultant. LTI awards are 50% in the form of PSUs, 25% in the form of RSUs and 25% in the form of stock options. PSUs, to the extent earned, cliff-vest following a three-year performance period, while RSUs and stock options vest ratably over three years. In 2023, the performance metrics for the PSUs were equally weighted between Earnings CAGR and rTSR, and both measures are subject to performance caps. The PSU performance measures promote the efficient use of capital for long-term growth in shareholder value with an increased focus on earnings growth and cash generation. The table below describes each PSU performance measure — its weighting, the leadership behavior each measure drives, and its payout.
Acquisition Adjusted 2023 STI
| Performance Measure | Weight | Leadership Behaviors | Payout | | Earnings CAGR | 50% | Focus on earnings growth, while being held accountable for successful execution of strategic objectives | Below Threshold (0%) — Less than 10% Threshold (50%) — 10% Target (100%) — 14% Maximum (200%) — 18% or greater | | rTSR(1) | 50% | Focus on relative market performance of peers | Below Threshold (less than 25th percentile) — 0% Threshold (50%) — 25th percentile Target (100%) — 50th percentile Maximum (200%) — 75th percentile |
Acquisition Adjusted 2023 STI
| 1. | If absolute TSR performance is negative, payout for this metric is capped at 100%. |
Acquisition Adjusted 2023 STI
| | 63 | 2024 Proxy Statement |
Acquisition Adjusted 2023 STI
The 2023–2025 PSUs, to the extent earned, will vest following the completion of the three-year performance period beginning January 1, 2023, and may be earned at a level between 0% and 200% of target. Final PSU awards are calculated as follows: The Company focused on Earnings CAGR and rTSR with respect to the 2023 awards to support our strategic goals and align performance with our shareholders. We continue to prioritize and focus on accelerating growth while achieving strong, profitable growth with solid return on investment.
Summary of Outstanding Performance Awards
Summary of Outstanding Performance Awards Each PSU award features a three-year performance period resulting in overlapping awards that, in aggregate, cover a four-year period. The table below illustrates the performance period for the four PSU awards that include 2023 in the performance period, and the corresponding performance measures and weights. The number of shares earned, if any, for each PSU award will be measured and determined at the end of the performance period.
Summary of Outstanding Performance Awards
| Award | Performance Period | Performance Measures & Weighting | Potential Payouts | Vest Date | | 2021 – 2023 | 1 January 2021 to 31 December 2023 | 50% Earnings CAGR 50% Cumulative OFCF per share(1) | 0 – 200% | February 25, 2024 | | 2021 – 2024(2) | 1 August 2021 to 31 July 2024 | Company’s relative TSR compared to the TSR of the S&P 500 index members as of the date of grant | 0 – 300% | August 11, 2024 | | 2022 – 2024 | 1 January 2022 to 31 December 2024 | 50% Earnings CAGR 50% Cumulative OFCF per share | 0 – 200% | March 14, 2025 | | 2023 – 2025 | 1 January 2023 to 31 December 2025 | 50% Earnings CAGR 50% rTSR compared to the Russell 3000 index members as of the date of grant | 0 – 200% | March 14, 2026 |
Summary of Outstanding Performance Awards
| 2. | The 2021-2024 Awards reflect the 2021 Special Transformation Incentive Awards. See “Special Equity Awards” on page 65. |
Performance Results and Compensation Decisions
| | 2023 STI results |
Performance Results and Compensation Decisions
| 2023 STI Measure | Weight | Threshold | Target | Maximum | Performance Result(1) | | Agency Proceeds ($M) | 33% | $1,014 | $1,127 | $1,240 | $1,173 | | OFCF ($M) | 33% | $115 | $128 | $141 | $202 | | Budgeted Non-GAAP Operating Income ($M) | 34% | $379 | $422 | $464 | $447 | | Performance Payout | | | | | 167% of Target |
Performance Results and Compensation Decisions
| Acquisition Adjusted 2023 STI Measure | Weight | Threshold | Target | Maximum | Performance Result(1) | | Agency Proceeds ($M) | 25% | $1,014 | $1,127 | $1,240 | $1,173 | | OFCF ($M) | 25% | $115 | $128 | $141 | $202 | | Budgeted Non-GAAP Operating Income ($M) | 25% | $379 | $422 | $464 | $447 | | IAA Adjusted EBITDA ($M) | 25% | $535 | $594 | $653 | $643 | | Performance Payout | | | | | 171% of Target |
Performance Results and Compensation Decisions
| | 2021-2023 LTI results |
Performance Results and Compensation Decisions
| | | Percentile | | | | | LTI Measure | Weight | Threshold | Target | Maximum | Performance Result(1) | | Earnings CAGR | 50% | 6% | 10% | Greater than 14% | 13.9% | | OFCF per share | 50% | $6.58 | $7.10 | Greater than $7.64 | $8.71 | | Performance Payout | | | | | 198% of Target |
Performance Results and Compensation Decisions
| | 2021 Special Equity Awards |
Performance Results and Compensation Decisions
In 2021, to recognize that RB Global was in the midst of major transformational change being led by a new senior management team, the Compensation Committee considered a variety of potential compensation alternatives to further motivate and accelerate the execution of the strategic transformation and create strong alignment between management and shareholders. In August 2021, the Compensation Committee approved the 100% performance-based one-time Special Transformation Incentive Awards that require significant shareholder value creation as measured by both absolute and relative stock price performance before any payout is achieved. It does this via a combination of premium priced stock options (“PPOs”) and PSUs. The program also supports retention of the RB Global executive team, many of whom were newly tenured and thus had limited unvested Company share holdings. The grant value was approximately equal to the current annual LTI grant value for each participant. In June 2022, the Compensation Committee approved 2021 Special Transformation Incentive Awards to our new CFO at that time, Mr. Jacobs. Half of the grant date fair value is in the form of PPOs that cliff vest on August 12, 2024, the three-year anniversary of the grant date (with certain exceptions, no interim vesting) with a 6-year maximum option term to ameliorate overhang relative to typical ten-year option terms. PPOs were granted with three premium exercise prices equal to $80, $90 and $100, which represented appreciation from the grant date of approximately 35%, 52% and 69%, respectively. Attainment of these prices would result in an increase to the market capitalization from the grant date of $2.3 billion at an $80 share price, $3.4 billion at $90 and $4.5 billion at $100.
Performance Results and Compensation Decisions
| 1. | In determining actual 2023 STI and 2021-2023 LTI corporate performance against the above-mentioned targets, and the resulting payouts, the Compensation Committee made certain adjustments to the Company’s operating results to eliminate the impact of certain nonrecurring and extraordinary items including: (1) adjustments to all results for the difference in actual versus planned foreign currency rates used to determine the targets, and (2) adjustments to OFCF to remove the impact of costs directly related to the acquisition of IAA, which were not budgeted and therefore not captured in the target. |
Performance Results and Compensation Decisions
The other half of the award is in the form of PSUs that may be earned at the end of a three-year performance period ending on August 11, 2024. The performance required is challenging and awards are forfeited in their entirety if rTSR is below the median of the S&P 500 index members as of the date of grant. Earned PSUs, if any, will vest on August 11, 2024 and must be held for 12 months after the three-year performance period. No dividend equivalents are awarded on the PSUs, meaning that the award is focused solely on share price appreciation in support of our commitment to the creation of sustainable shareholder value. The percentage of PSUs that will vest at the end of the three-year vesting period will be determined in accordance with the following definitions and targets.
Performance Results and Compensation Decisions
| Performance Factor | rTSR Performance Targets(1) | % of Target PSUs Earned | | The Company’s rTSR over the Performance Period compared to the TSR over the Performance Period of S&P 500 index members as of the date of grant | Below 50th percentile | 0% | | | At or Above 50th percentile | 50% | | | At or Above 62.5th percentile | 100% | | | At or Above 75th percentile | 150% | | | At or Above 87.5th percentile | 200% | | | 99th percentile and above | 300% | | | 1. rTSR achievement will be interpolated between levels. | |
Compensation Decisions for James Kessler
The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant: Base Salary – Base salary was increased from $575,000 to $850,000 upon his promotion to Chief Executive Officer in August 2023, which was retroactive to April 1, 2023 in consideration of when the IAA acquisition closed. His actual salary paid in 2023 was $781,250. Short-Term Incentive – Mr. Kessler had Acquisition Adjusted 2023 STI performance measures. Long-Term Incentive – In August 2023, Mr. Kessler was awarded an annual LTI grant of $13.2 million, consisting of 50% PSUs, 25% RSUs and 25% stock options based on target LTI. Total awarded compensation for 2023, including salary, STI, and LTI, is displayed below.
Compensation Decisions for James Kessler
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $781,250 | | STI | Performance to Annual Financial Metrics | $1,816,875 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $7,268,239 | | RSUs(1) | Performance to Stock Price | $2,943,885 | | Stock Options(1) | Performance to Stock Price | $2,943,875 | | TOTAL | | $15,754,124 |
Compensation Decisions for James Kessler
| 1. | Value reflects grant date fair value at target performance for PSUs, which is higher than 50% of the awarded LTI value due to inclusion of the rTSR metric. RSUs reflect grant date fair value and stock options reflect the grant date fair value using a Black-Scholes valuation. |
Compensation Decisions for Ann Fandozzi
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $528,409 | | STI | Performance to Annual Financial Metrics | $— | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $0 | | RSUs(1) | Performance to Stock Price | $0 | | Stock Options(1) | Performance to Stock Price | $0 | | TOTAL | | $528,409 |
Compensation Decisions for Megan Cash
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $264,530 | | Stipend | Additional Fixed Pay Element for Additional Responsibilities | $74,110 | | Bonus | Discretionary Pay | $99,307 | | STI (1) | Performance to Annual Financial Metrics | $376,446 | | PSUs | Performance to 3-Year Financial Metrics and Stock Price | $0 | | RSUs | Performance to Stock Price | $206,445 | | Stock Options | Performance to Stock Price | $0 | | TOTAL | | $1,020,838 |
Compensation Decisions for Eric Jacobs
The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management: Base Salary – Base salary remained $575,000. He received 18 months’ salary upon his departure from the Company. His actual salary paid in 2023 was $337,595. Short-Term Incentive – Mr. Jacobs received a payment of 18 months’ of his target STI and a pro-rated 2023 STI payment at target per the terms of his employment agreement. Long-Term Incentive – Mr. Jacobs did not receive any LTI awards in 2023. Per the terms of his employment agreement the value of the unvested sign-on grant PSUs as of his departure date were included in his severance. Total awarded compensation for 2023, including salary, STI, and LTI, is displayed below.
Compensation Decisions for Eric Jacobs
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $337,595 | | STI | Performance to Annual Financial Metrics | $0 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $0 | | RSUs(1) | Performance to Stock Price | $0 | | Stock Options(1) | Performance to Stock Price | $0 | | Severance | Paid Pursuant to Employment Agreement | $4,037,674 | | TOTAL | | $4,375,269 |
Compensation Decisions for Baron Concors
The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management: Base Salary – Increased base salary from $415,000 to $575,000, which was retroactive to April 1, 2023 in consideration of when the IAA acquisition closed. His actual salary paid in 2023 was $535,000. Short-Term Incentive – Mr. Concors had Acquisition Adjusted 2023 STI performance measures. Long-Term Incentive – In August 2023, Mr. Concors was awarded an annual LTI grant of $2.0 million, consisting of 50% PSUs, 25% RSUs and 25% stock options based on target LTI. Total awarded compensation for 2023, including salary, STI, and LTI, is displayed below.
Compensation Decisions for Baron Concors
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $535,000 | | STI | Performance to Annual Financial Metrics | $786,600 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $1,242,250 | | RSUs(1) | Performance to Stock Price | $503,176 | | Stock Options(1) | Performance to Stock Price | $503,143 | | TOTAL | | $3,570,169 |
Compensation Decisions for Baron Concors
| 1. | Value reflects grant date fair value at target performance for PSUs, and is higher than 50% of the awarded LTI value due to inclusion of the rTSR metric. RSUs reflect grant date fair value and stock options reflect the grant date fair value using a Black-Scholes valuation. |
Compensation Decisions for Jeff Jeter
The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management: Base Salary – Increased base salary from $450,000 to $510,000 in August 2023, which was retroactive to April 1, 2023. In September upon his appointment to Chief Revenue Officer, his salary was adjusted to $600,000. His actual salary paid in 2023 was $525,000. Bonus – Mr. Jeter received a bonus of $50,490 related to the successful acquisition of IAA. Short-Term Incentive – Mr. Jeter had 2023 STI performance measures. Long-Term Incentive – In August 2023, Mr. Jeter was awarded an annual LTI grant of $1.0 million, consisting of 50% PSUs, 25% RSUs and 25% stock options based on his salary prior to his appointment in September. Total awarded compensation for 2023, including salary, STI, and LTI, is displayed below.
Compensation Decisions for Jeff Jeter
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $525,000 | | Bonus | Discretionary Pay | $50,490 | | STI | Performance to Annual Financial Metrics | $1,252,500 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $629,614 | | RSUs(1) | Performance to Stock Price | $255,015 | | Stock Options(1) | Performance to Stock Price | $255,000 | | TOTAL | | $2,967,619 |
Compensation Decisions for Jeff Jeter
| 1. | Value reflects grant date fair value at target performance for PSUs, and is higher than 50% of the awarded LTI value due to inclusion of the rTSR metric. RSUs reflect grant date fair value and stock options reflect the grant date fair value using a Black-Scholes valuation. |
Compensation Decisions for Darren Watt
The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management: Base Salary – Increased base salary from $325,600 to $425,000 in August 2023, which was retroactive to April 1, 2023 in consideration of when the IAA acquisition closed. His actual salary paid in 2023 was $401,840. Short-Term Incentive – Mr. Watt had Acquisition Adjusted 2023 STI performance measures. Long-Term Incentive – In August 2023, Mr. Watt was awarded an annual LTI grant of $0.6 million, consisting of 50% PSUs, 25% RSUs and 25% stock options. Total awarded compensation for 2023, including salary, STI, and LTI, is displayed below.
Compensation Decisions for Darren Watt
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $401,840 | | STI | Performance to Annual Financial Metrics | $498,754 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $393,544 | | RSUs(1) | Performance to Stock Price | $159,399 | | Stock Options(1) | Performance to Stock Price | $159,375 | | TOTAL | | $1,612,912 |
Compensation Decisions for Darren Watt
| 1. | Value reflects grant date fair value at target performance for PSUs, is higher than 50% of the awarded LTI value due to inclusion of the rTSR metric. RSUs reflect grant date fair value and stock options reflect the grant date fair value using a Black-Scholes valuation. |
Compensation Decisions for Carmen Thiede
The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management: Base Salary – Increased base salary from $435,000 to $540,000 in August 2023, which was retroactive to April 1, 2023 in consideration of when the IAA acquisition closed. Her actual salary paid in 2023 was $513,750. Short-Term Incentive – Ms. Thiede had Acquisition Adjusted 2023 STI performance measures. Long-Term Incentive – In August 2023, Ms. Thiede was awarded an annual LTI grant of $1.5 million, consisting of 50% PSUs, 25% RSUs and 25% stock options. Total awarded compensation for 2023, including salary, STI, and LTI, is displayed below.
Compensation Decisions for Carmen Thiede
| Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Only Fixed Pay Element | $513,750 | | STI | Performance to Annual Financial Metrics | $738,720 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $899,961 | | RSUs(1) | Performance to Stock Price | $364,515 | | Stock Options(1) | Performance to Stock Price | $364,500 | | TOTAL | | $2,881,446 |
Compensation Decisions for Carmen Thiede
| 1. | Value reflects grant date fair value at target performance for PSUs, is higher than 50% of the awarded LTI value due to inclusion of the rTSR metric. RSUs reflect grant date fair value and stock options reflect the grant date fair value using a Black-Scholes valuation. |
Compensation Risk Assessment
Compensation Risk Assessment The Compensation Committee, with support from its independent consultant FW Cook, annually reviews the potential impact of our compensation programs on organizational risk. The Compensation Committee discusses the compensation programs and risk mitigation features when evaluating whether the programs encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk-taking. The Committee also confirms the alignment of the compensation programs to the Company’s sustainability risks and opportunities. The annual risk review involved analyzing our current compensation programs in relation to risk. Our analysis concluded that our compensation programs include the following risk mitigation features: Mix of pay elements – Base salary, STI, PSUs, RSUs and stock options are included in the executive compensation program. Short-term and long-term plans – The mix of our short-term and long-term compensation appropriately rewards employees while balancing risk through the delayed payment of long-term awards. Adjustments to compensation – Maximum payout caps are in place for incentive compensation, and the Compensation Committee has the ability to apply negative discretion. Compensation committee oversight – Our Compensation Committee reviews plan performance and approves all executive compensation plans and payouts. Multiple performance measures – Multiple performance measures work together to balance risk in our incentive compensation plans. Stock ownership requirements – All senior leaders are subject to stock ownership requirements of at least one times their salary, as described above. Clawback and cancellation provisions – All awards are subject to our Clawback Policy, as described below. In addition, cancellation provisions apply to all outstanding STI and LTI awards. The Compensation Committee determined that our 2023 compensation programs have sufficient risk mitigation features and do not encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk-taking. Based on the Compensation Committee’s review, the Committee determined our compensation programs to be low risk.
Employment and Termination Agreements
Employment and Termination Agreements The Company, through wholly-owned operating subsidiaries, has entered into an employment agreement with each of the NEOs. The employment agreements continue for an indefinite period of time until terminated in accordance with the terms of such agreements. The terms of the employment agreements with Ms. Fandozzi and Mr. Jacobs terminated upon the termination of their employment with the Company. Mr. Jacobs’ employment was terminated without cause under the terms of his employment agreement and he was paid the severance to which he was contractually entitled upon a termination of employment without cause pursuant to the terms of his employment agreement. The following is a summary of the material terms of those agreements as in effect in 2023.
Termination for Cause
Termination for Cause With the exception of Ms. Fandozzi, the Company may terminate the employment of the NEOs, for “cause,” as defined in the employment agreements, at any time after providing the executive with at least 30 days’ notice of such proposed termination and allowing the executive 15 days to remedy the alleged defect. The Company could have terminated the employment of Ms. Fandozzi with at least 10 days’ notice in certain circumstances. The employment agreements with the NEOs state that no STI or bonus payment will be payable to such NEO in the event of his or her termination for cause. In the event of termination for cause, sign-on stock options granted to the terminated NEO will be cancelled as of the date of his or her termination, and the NEO will have 30 days from the date of his or her termination to exercise any stock options that have vested prior to his or her termination, subject to the terms and conditions of the applicable Equity Plans and the applicable option agreements. Under the Company’s Equity Plans, unvested stock options expire immediately upon termination for cause. A terminated NEO’s rights with respect to PSUs and RSUs held are determined in accordance with the applicable PSU and RSU grant agreements and the terms and conditions of the applicable Equity Plan (as defined below). In the case of the 2021 Special Transformation Incentive Awards, all PPOs will be canceled on the notice of termination date and all unvested PSUs will be cancelled on the termination date.
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death) In the event that a NEO’s employment is terminated without cause, each as defined in the employment agreements, subject to the executive’s execution and non-revocation of a general release of claims in favor of the Company, such NEO will be entitled to or, in the case of Ms. Fandozzi or Mr. Jacobs, was entitled to:
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
| • | for Ms. Fandozzi, two years’ base salary, plus two years’ target STI bonus; |
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
| • | for Ms. Cash, 12 month’s base salary and 12 months’ target STI bonus; |
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
| • | for Mr. Jeter, six months’ base salary and six months’ target STI bonus, plus an additional one month’s base salary and 12% of the target STI per year of service up to a maximum of one year’s target STI bonus. |
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
| • | for Mr. Watt, six months’ base salary and STI at target, plus an additional one month’s base salary and target STI per year of service up to a maximum of 18 months’ base salary and target STI. |
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
| • | with the exception of Ms. Fandozzi, Ms. Cash, Mr. Jeter and Mr. Watt, 18 month’s base salary and 18 month’s target STI bonus; |
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
| • | a pro rata STI bonus for the year of termination, up to and including the NEO’s last day of active employment with the Company, based on actual performance; |
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
| • | with the exception of the 2021 Special Transformation Incentive Awards, immediate accelerated vesting of all unvested stock options; the 2021 Special Transformation Incentive Award PPOs will, in the case of termination due to disability, continue to vest in accordance with the original vesting schedule and the holder will have three years to exercise vested stock options, and, in all other cases, a pro-rated percentage of the unvested PPOs will vest immediately based on the percentage of the vesting period that preceded the date of termination. The remaining unvested PPOs will be cancelled. The NEO will have 90 days (or longer in certain cases) to exercise vested stock options; |
Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)
| • | pro-rated vesting of PSU and RSU awards based on the portion of performance period worked, payable at the same time as active employees and will be based on actual rTSR performance, provided, in the case of termination due to disability, the 2021 Special Transformation Incentive Award PSUs will not be pro-rated and will continue to vest; and |
Resignation
Resignation Under the terms of the employment agreements with the NEOs, NEOs may resign by providing three months’ written notice to the Company to that effect. If a NEO provides the Company with notice of resignation, the Company may waive such notice, in whole or in part, in which case the Company will pay the NEO his or her base salary for only the amount of time remaining in that notice period and such NEO’s employment will terminate on the earlier date specified by the Company without any further compensation. The employment agreements with the NEOs state that no short-term incentive or bonus payment will be payable to a NEO in the event of his or her resignation. In the event of resignation, all unvested stock options held by the resigning NEO will be immediately cancelled on the termination date and such NEO will have 90 days from such date to exercise any vested stock options. Under the Company’s Stock Option Plan, unvested stock options granted on or after February 24, 2009 to a NEO are immediately cancelled. Under the Equity Plans, in the event of resignation of a participant other than by retirement in accordance with the normal retirement policy of the Company (or its affiliates), RSUs and PSUs that have not vested prior to the last day of active employment will not vest and shall be forfeited and cancelled without payment.
Retirement
| • | with the exception of Ms. Cash, Mr. Jeter and Mr. Watt, the Company will pay a pro-rated STI bonus, at target, for the year of termination, up to and including the last day of active employment, to such NEOs; |
Retirement
| • | with the exception of the 2021 Special Transformation Incentive Awards, all unvested stock options will continue to vest according to their initial grant schedules and will remain exercisable up to the earlier of the original grant expiry date and the third anniversary of the date of retirement; |
Retirement
| • | with the exception of the 2021 Special Transformation Incentive Awards, RSUs and PSUs will continue to vest and be paid in accordance with the original grant schedule applicable thereto; and |
Retirement
| • | in the case of the 2021 Special Transformation Incentive Awards, NEOs age 60 and over with at least five years of service and subject to a six-month minimum service provision after the grant date, (1) immediate accelerated vesting of all unvested PPOs as of the retirement date, with the NEO given one year from the date of termination to exercise such stock options and (2) pro-rated vesting of PSUs based on the portion of performance period worked, payable at the same time as active employees based on actual rTSR performance. |
Retirement
In the case of the stock options and the 2021 Special Transformation Incentive Award PPOs, if the NEO takes on any substitute paid employment before the applicable expiry date, the stock options and PPOs will expire on the date when such NEO takes on such paid employment or engagement.
Change of Control
Change of Control The Compensation Committee believes that change of control arrangements are necessary to attract and retain the talent necessary for the Company’s long-term success. The Company has entered into change of control agreements with the NEOs with the exception of Ms. Cash (the “Change of Control Agreements”). For purposes of the Change of Control Agreements, a “change of control” means:
Change of Control
| • | the acquisition or accumulation of beneficial ownership of more than 50% of the Company’s voting shares by a person or a group of persons acting jointly or in concert; |
Change of Control
| • | a person, or a group of persons acting jointly or in concert, holding at least 25% of the Company’s voting shares and being able to change the composition of the Board by having their nominees elected as a majority of the Board; |
Change of Control
| • | the arm’s length sale, transfer, liquidation or other disposition of all or substantially all of the assets of the Company, over a period of one year or less, in any manner whatsoever and whether in one transaction or in a series of transactions or by plan of arrangement; or |
Change of Control
| • | a reorganization, merger or consolidation or sale or other disposition of substantially all the assets of the Company, unless the Company beneficially owns all or substantially all of the Company’s assets either directly or through one or more subsidiaries following such event. |
Change of Control
The Change of Control Agreements provide for payment and accelerated vesting on a “double-trigger” basis, which requires a change of control and either (i) termination by the Company without cause upon a change of control or within two years following a change of control; or (ii) termination by the NEO for good reason upon a change of control or within one year following a change of control. Following a double-trigger event, each NEO will be entitled to, or in the case of Ms. Fandozzi and Mr. Jacobs, was entitled to, a lump-sum cash amount equal to the aggregate of:
Change of Control
| • | in the case of Ms. Fandozzi, two times annual base salary, two times the STI bonus at target, plus a pro rata STI bonus at target for year of termination and two times the annual premium cost that would be incurred by the Company to continue to provide her all health, dental and life insurance benefits provided immediately before her termination; |
Change of Control
| • | In the case of all other NEOs with the exception of Ms. Cash, one and one-half times annual base salary, one and one-half times the STI bonus at target plus a pro rata STI bonus at target for year of termination, and one and one-half times the annual premium cost that would be incurred by the Company to continue to provide to them all health, dental and life insurance benefits provided immediately before their termination. |
Change of Control
| | 79 | 2024 Proxy Statement |
Change of Control
Each of the NEOs is entitled, following a double-trigger event, to:
Change of Control
| • | accelerated vesting of RSU and PSU awards; and |
Change of Control
| • | immediate vesting of all unvested stock options, with a 90-day post-termination exercise period. |
Change of Control
The employment agreements with the NEOs provide that, notwithstanding provisions to the contrary in plan documents, any accelerated vesting of annual LTI awards upon a change of control, as defined in the Change of Control Agreements, requires both a change of control and the termination of employment without “cause” or for “good reason,” each as defined in the respective employment agreements. In the case of all NEOs, the Change of Control Agreements provide that no such payments will be made unless the NEO signs within 60 days and does not revoke a full and general release of any and all claims against the Company, affiliates, and past and then current officers, directors, owners, managers, members, agents and employees.
Summary Compensation Table
Summary Compensation Table A summary of the compensation paid to our NEOs for each of the 2021 2022 and 2023 fiscal years is set forth below. Additional information on the components of the total compensation package, including a discussion of the proportion of each element to total compensation, is discussed under “Compensation Discussion and Analysis” starting on page 54.
Summary Compensation Table
| Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Option Awards(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | All Other Compensation(6) ($) | Total ($) | | James Kessler(7) | 2023 | 781,250 | — | 10,212,124 | 2,943,875 | 1,816,875 | 174,201 | 15,928,325 | | Chief Executive Officer | 2022 | 575,000 | — | 916,000 | 838,710 | 1,086,106 | 109,052 | 3,524,868 | | | 2021 | 516,667 | — | 1,184,596 | 1,125,019 | 524,051 | 70,359 | 3,420,692 |
Summary Compensation Table
| Ann Fandozzi(8) | 2023 | 528,409 | — | — | — | — | 263,957 | 792,366 | | Former Chief Executive Officer | 2022 | 900,000 | — | 2,442,665 | 2,236,556 | 2,124,990 | 215,756 | 7,919,967 | | | 2021 | 900,000 | — | 4,264,545 | 4,050,020 | 1,017,782 | 149,383 | 10,381,730 |
Summary Compensation Table
| Megan Cash9,11,12 | 2023 | 338,640 | 99,307 | 206,445 | — | 376,446 | 14,734 | 1,035,572 | | Principal Finance and Accounting Officer | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |
Summary Compensation Table
| Eric Jacobs(10) | 2023 | 337,595 | — | — | — | — | 4,235,844 | 4,573,439 | | Former Chief Financial Officer | 2022 | 329,150 | 250,000 | 5,382,709 | 1,919,033 | 1,086,106 | 32,518 | 8,999,516 | | | 2021 | — | — | — | — | — | — | — |
Summary Compensation Table
| Baron Concors | 2023 | 535,000 | — | 1,745,426 | 503,143 | 786,600 | 80,155 | 3,650,324 | | Chief Product Information Officer | 2022 | 415,000 | — | 550,927 | 504,442 | 509,525 | 64,967 | 2,044,861 | | | 2021 | 400,000 | — | 1,052,974 | 1,000,015 | 235,221 | 36,459 | 2,724,669 |
Summary Compensation Table
| Jeff Jeter | 2023 | 525,000 | 50,490 | 884,629 | 255,000 | 1,252,500 | 45,857 | 3,013,476 | | Chief Revenue Officer | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |
Summary Compensation Table
| Darren Watt (11) | 2023 | 401,840 | | 552,943 | 159,375 | 498,754 | 41,581 | 1,654,493 | | Chief Legal Officer | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |
Summary Compensation Table
| Carmen Thiede | 2023 | 513,750 | — | 1,264,476 | 364,500 | 738,720 | 62,769 | 2,944,215 | | Chief Transformation Officer | 2022 | 435,000 | — | 440,113 | 419,390 | 616,247 | 62,846 | 1,973,596 | | | 2021 | 420,000 | — | 552,811 | 525,018 | 246,982 | 56,986 | 1,801,798 |
Summary Compensation Table
| | 81 | 2024 Proxy Statement |
Summary Compensation Table
| 1. | Amounts reported reflect the base salary earned by the NEOs. Base salary for Ms. Cash includes a stipend of $71,440 paid in 2023 for the period she was Principal Finance and Accounting Officer. |
Summary Compensation Table
| 2. | In 2023, Ms. Cash and Mr. Jeter were paid bonuses of $99,307 and $50,490, respectively, upon completion of the IAA acquisition. Amounts paid under the Company’s 2023 STI and Adjusted 2023 STI are reported in the “Non-Equity Incentive Plan Compensation” column. |
Summary Compensation Table
| 3. | The dollar amounts represent the aggregate grant date fair value of PSUs and RSUs granted during each of the years presented, measured in accordance with ASC 718 utilizing the assumptions discussed in Note 2 and Note 24 to our financial statements for the fiscal year ended December 31, 2023, without considering estimated forfeitures. With respect to PSUs, the grant date fair value determined in accordance with ASC 718 is based on the probable outcome of the performance conditions on the grant date, which was deemed to be 100% of target. Assuming the highest level of performance is achieved, which would result in vesting at 200% of target, except for Mr. Jacobs 2021 Special Transformation Incentive Awards, for which maximum achievement is 300% of target, the aggregate grant date fair value of the share awards set forth in the Summary Compensation Table would be: |
Summary Compensation Table
| Named Executive Officer | 2023 ($) | 2022 ($) | 2021 ($) | | James Kessler | 14,536,478 | 1,831,999 | 2,991,287 | | Ann Fandozzi | — | 4,885,331 | 10,768,634 | | Megan Cash | — | — | — | | Eric Jacobs | — | 11,784,432 | — | | Baron Concors | 2,484,500 | 1,101,854 | 2,658,922 | | Jeff Jeter | 1,259,228 | — | — | | Darren Watt | 787,088 | — | — | | Carmen Thiede | 1,799,922 | 880,226 | 1,977,574 |
Summary Compensation Table
The dividend equivalents attributable to PSUs and RSUs are deemed “reinvested” in PSUs or RSUs, as applicable, and will only be distributed upon the vesting, if any, of the PSUs or RSUs under the terms of the respective plans.
Summary Compensation Table
| 4. | The dollar amounts represent the aggregate grant date fair value of stock option awards granted during each of the years presented. The grant date fair value of a stock option award is calculated in accordance with ASC 718 utilizing the assumptions discussed in Note 2 and Note 24 to our financial statements for the fiscal year ended December 31, 2023, without considering estimated forfeitures. For a discussion of specific stock option awards granted during 2023, see “2023 Grants of Plan-Based Awards” and the narrative discussion that follows. |
Summary Compensation Table
| 5. | Reflects amounts earned under the Company’s STI in the relevant year, regardless of whether paid in the following year. | | 6. | Reflects compensation in 2023 to: |
Summary Compensation Table
| • | Mr. Kessler representing a car allowance ($15,000), the Company’s matching contribution to the ESPP ($240), the Company’s matching contribution to the 401(k) plan ($4,500) and dividend equivalents corresponding to PSUs ($127,666) and RSUs ($26,796). |
Summary Compensation Table
| • | Ms. Fandozzi representing a car allowance ($8,750), the Company’s matching contribution to the ESPP ($1,500), the Company’s matching contribution to the 401(k) plan ($4,500), PTO payout upon termination ($50,835) and dividend equivalents corresponding to PSUs ($198,372). |
Summary Compensation Table
| • | Ms. Cash representing the Company’s matching contribution to the ESPP ($428), the Company’s matching contribution to the RRSP plan ($3,401) and dividend equivalents corresponding to PSUs ($8,707) and RSUs ($2,197). |
Summary Compensation Table
| • | Mr. Jacobs representing a car allowance ($8,750), the Company’s matching contribution to the ESPP ($958) the Company’s matching contribution to the 401(k) plan ($4,500), PTO payout upon termination ($32,260), and severance ($4,037,674 comprised of 18 months of base pay, 18 months of STI at target, a pro-rata 2023 STI payment at target, and a payment for unvested sign-on PSUs valued as of his departure date)) and dividend equivalents corresponding to PSUs ($151,702). |
Summary Compensation Table
| • | Mr. Concors representing a car allowance ($15,000), the Company’s matching contribution to the ESPP ($692), the Company’s matching contribution to the 401(k) plan ($4,500) and dividend equivalents corresponding to PSUs ($55,383) and RSUs ($4,580). |
Summary Compensation Table
| • | Mr. Jeter representing a car allowance ($15,000), the Company’s matching contribution to the ESPP ($1,125), the Company’s matching contribution to the 401(k) plan ($4,500) and dividend equivalents corresponding to PSUs ($22,910) and RSUs ($2,321). |
Summary Compensation Table
| • | Mr. Watt representing a car allowance ($18,139), the Company’s matching contribution to the ESPP ($1,109), the Company’s matching contribution to the RRSP plan ($3,401) and dividend equivalents corresponding to PSUs ($17,481) and RSUs ($1,451). |
Summary Compensation Table
| • | Ms. Thiede representing a car allowance ($15,000), the Company’s matching contribution to the ESPP ($988), the Company’s matching contribution to the 401(k) plan ($4,500) and dividend equivalents corresponding to PSUs ($38,964) and RSUs ($3,318). |
Summary Compensation Table
| 7. | Mr. Kessler became CEO on August 1, 2023. Prior to his promotion to CEO, Kessler served as our President and Chief Operating Officer. |
Summary Compensation Table
| 8. | Ms. Fandozzi's last day as an employee of the Company was July 31, 2023. | | 9. | Ms. Cash became Principal Finance and Accounting Officer on August 2, 2023. | | 10. | Mr. Jacobs joined the Company on June 6, 2022 and left the Company on August 1, 2023. | | 11. | Ms. Cash and Mr. Watt are paid in Canadian dollars. Amounts reported are converted based on the average annual Canadian and U.S. dollar exchange rate of CA$1 to US$0.7411 as of December 31, 2023. | | 12. | Ms. Cash’s STI is based on her base salary and the stipend she earned in 2023 and includes the stipend paid in 2024 of $37,055, for services provided in 2023. |
Summary Compensation Table
| | 82 | 2024 Proxy Statement |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table provides information related to grants of plan-based awards to our NEOs during the 2023 fiscal year.
2023 Grants of Plan-Based Awards
| | | Estimated Possible Payouts Under Non- Equity Incentive Plan Awards1 | | | Estimated Future Payouts Under Equity Incentive Plan Awards2 | | | All Other Stock Awards: Number of Shares of Stock or Stock Units | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards2 | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/Share) | ($) | | James Kessler | | 531,250 | 1,062,500 | 2,125,000 | | | | | | | | | | 08-Aug-23(3) | | | | 50,768 | 101,356 | 202,712 | | | | 7,268,239 | | | 08-Aug-23(4) | | | | | | | 50,678 | | | 2,943,885 | | | 08-Aug-23(5) | | | | | | | | 166,981 | 58.09 | 2,943,875 | | Ann Fandozzi | | 562,500 | 1,125,000 | 2,250,000 | | | | | | | | | Megan Cash | | 78,125 | 156,520 | 312,500 | | | | | | | | | | 31-May-23(4) | | | | | | | 3,964 | | | 206,445 | | Eric Jacobs | | 287,500 | 575,000 | 1,150,000 | | | | | | | | | Baron Concors | | 230,000 | 460,000 | 920,000 | | | | | | | | | | 08-Aug-23(3) | | | | 8,662 | 17,323 | 34,646 | | | | 1,242,250 | | | 08-Aug-23(4) | | | | | | | 8,662 | | | 503,176 | | | 08-Aug-23(5) | | | | | | | | 28,539 | 58.09 | 503,143 | | Jeff Jeter | | 375,000 | 750,000 | 1,500,000 | | | | | | | | | | 08-Aug-23(3) | | | | 4,390 | 8,780 | 17,560 | | | | 629,614 | | | 08-Aug-23(4) | | | | | | | 4,390 | | | 255,015 | | | 08-Aug-23(5) | | | | | | | | 14,464 | 58.09 | 255,000 | | Darren Watt | | 148,750 | 297,500 | 595,000 | | | | | | | | | | 08-Aug-23(3) | | | | 2,744 | 5,488 | 10,796 | | | | 393,544 | | | 08-Aug-23(4) | | | | | | | 2,744 | | | 159,399 | | | 08-Aug-23(5) | | | | | | | | 9,040 | 58.09 | 159,375 | | Carmen Thiede | | 216,000 | 432,000 | 864,000 | | | | | | | | | | 08-Aug-23(3) | | | | 6,275 | 12,550 | 25,100 | | | | 899,961 | | | 08-Aug-23(4) | | | | | | | 6,275 | | | 364,515 | | | 08-Aug-23(5) | | | | 1,106 | 2,211 | 4,422 | | 20,675 | 58.09 | 364,500 |
2023 Grants of Plan-Based Awards
| 1. | Represents the possible payout under 2023 STI and Acquisition Adjusted 2023 STI. For amounts actually paid under these awards, see “— Summary Compensation Table” on page 81. |
2023 Grants of Plan-Based Awards
| 2. | Represents the grant date fair value of stock and option awards calculated in accordance with the guidance in ASC 718, utilizing the assumptions discussed in Note 2 and Note 24 to our financial statements for the fiscal year ended December 31, 2023, without taking into account estimated forfeitures. With respect to PSUs, the estimate of the grant date fair value determined in accordance with ASC 718 is based on the probable outcome of the performance conditions on the grant date, which was deemed to be 100% of target. |
2023 Grants of Plan-Based Awards
| 3. | Represents PSUs granted in 2023 under the 2023 Share Incentive Plan. |
2023 Grants of Plan-Based Awards
| 4. | Represents RSUs granted in 2023 under the 2023 Share Incentive Plan. |
2023 Grants of Plan-Based Awards
| 5. | Represents stock options granted in 2023 under the 2023 Share Incentive Plan. |
2023 Grants of Plan-Based Awards
| 6. | Ms. Cash and Mr. Watt are paid in Canadian dollars. Amounts reported for Ms. Cash and Mr. Watt are converted based on the average annual Canadian and U.S. dollar exchange rate of CA$1 to US$0.7411 as of December 31, 2023. |
2023 Grants of Plan-Based Awards
| | 83 | 2024 Proxy Statement |
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table provides information related to the outstanding stock option awards and share-based awards held by each of our NEOs as of December 31, 2023.
Outstanding Equity Awards as of December 31, 2023
| | | Option Awards(1) | | | | Share Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | | | Name | Grant Date | Exercisable | Unexercisable | Option Exercise Price($) | Option Expiration Date | Number of Common Shares or Units of Stock Held That Have Not Vested (#) | Market Value of Common Shares or Units of Stock That Have Not Vested($) | Number of Unearned Common Shares, Units or Other Rights That Have Not Vested(#)(3) | Market Value of Unearned Common Shares, Units or Other Rights That Have Not Vested($)(3) | | James Kessler | 8-Aug-23 | — | 166,981 | 58.09 | 08-Aug-33 | — | — | — | — | | | 8-Aug-23(4) | — | — | — | — | 51,098 | 3,417,945 | — | — | | | 8-Aug-23(5) | — | — | — | — | — | — | 102,195 | 6,835,824 | | | 15-Mar-22 | 19,829 | 39,624 | 57.70 | 15-Mar-32 | — | — | — | — | | | 15-Mar-22(6) | — | — | — | — | — | — | 16,686 | 1,116,127 | | | 12-Aug-21 | — | 20,742 | 80.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 25,615 | 90.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 31,355 | 100.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21(7) | — | — | — | — | — | — | 9,505 | 635,789 | | | 25-Feb-21 | 30,439 | 15,219 | 54.83 | 25-Feb-31 | — | — | — | — | | | 25-Feb-212, 8 | — | — | — | — | 20,827 | 1,393,118 | — | — | | | 12-May-20 | 53,649 | — | 41.84 | 12-May-30 | — | — | — | — | | Ann Fandozzi | 15-Mar-22 | — | 105,746 | 57.70 | 15-Mar-32 | — | — | — | — | | | 15-Mar-22(6) | — | — | — | — | — | — | 44,497 | 2,976,404 | | | 12-Aug-21 | — | 74,669 | 80.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 92,214 | 90.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 112,877 | 100.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21(7) | — | — | — | — | — | — | 34,218 | 2,288,842 | | | 25-Feb-21 | — | 54,789 | 54.83 | 25-Feb-31 | — | — | — | — | | | 25-Feb-212, 8 | — | — | — | — | 74,979 | 5,015,345 | — | — | | Megan Cash | 31-May-23(4) | — | — | — | — | 3,997 | 267,359 | — | — | | | 15-Mar-22 | 2,444 | 4,884 | 57.70 | 15-Mar-32 | — | — | — | — | | | 15-Mar-22(6) | — | — | — | — | — | — | 2,055 | 137,459 | | | 10-Nov-21 | — | 5,573 | 80.00 | 10-Nov-2027 | — | — | — | — | | | 10-Nov-21 | — | 5,457 | 90.00 | 10-Nov-2027 | — | — | — | — | | | 10-Nov-21 | — | 7,282 | 100.00 | 10-Nov-2027 | — | — | — | — | | | 9-Mar-21(9) | — | — | — | — | 43 | 2,876 | — | — | | | 25-Feb-21 | 5,494 | 2,746 | 54.83 | 25-Feb-31 | — | — | — | — | | | 25-Feb-212, 8 | — | — | — | — | 3,758 | 251,373 | — | — |
Outstanding Equity Awards as of December 31, 2023
| | 94 | 2024 Proxy Statement |
Outstanding Equity Awards as of December 31, 2023
| | | Option Awards(1) | | | | Share Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | | | Name | Grant Date | Exercisable | Unexercisable | Option Exercise Price($) | Option Expiration Date | Number of Common Shares or Units of Stock Held That Have Not Vested (#) | Market Value of Common Shares or Units of Stock That Have Not Vested($) | Number of Unearned Common Shares, Units or Other Rights That Have Not Vested(#)(3) | Market Value of Unearned Common Shares, Units or Other Rights That Have Not Vested($)(3) | | Eric Jacobs | 6-Jun-22(6) | — | — | — | — | — | — | 7,348 | 491,510 | | | 6-Jun-22(6) | | — | — | — | — | — | 25,559 | 1,709,621 | | | 6-Jun-22(7) | | — | — | — | — | — | 8,249 | 551,776 | | Baron Concors | 8-Aug-23 | — | 28,539 | 58.09 | 08-Aug-33 | — | — | — | — | | | 8-Aug-23(4) | — | — | — | — | 8,734 | 584,217 | — | — | | | 8-Aug-23(5) | — | — | — | — | — | — | 17,466 | 1,168,301 | | | 15-Mar-22 | 11,926 | 23,850 | 57.70 | 15-Mar-32 | — | — | — | — | | | 15-Mar-22(6) | — | — | — | — | — | — | 10,036 | 671,308 | | | 12-Aug-21 | — | 18,437 | 80.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 22,769 | 90.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 27,871 | 100.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21(7) | — | — | — | — | — | — | 8,449 | 565,154 | | | 25-Feb-21 | 27,057 | 13,528 | 54.83 | 25-Feb-31 | — | — | — | — | | | 25-Feb-212, 8 | — | — | — | — | 18,513 | 1,238,355 | — | — | | | 12-May-20 | 42,919 | — | 41.84 | 12-May-30 | — | — | — | — | | Jeff Jeter | 8-Aug-23 | — | 14,464 | 58.09 | 08-Aug-33 | — | — | — | — | | | 8-Aug-23(4) | — | — | — | — | 4,426 | 296,055 | — | — | | | 8-Aug-23(5) | — | — | — | — | — | — | 8,853 | 592,177 | | | 15-Mar-22 | 4,829 | 9,654 | 57.70 | 15-Mar-32 | — | — | — | — | | | 15-Mar-22(6) | — | — | — | — | — | — | 4,063 | 271,774 | | | 12-Aug-21 | — | 7,744 | 80.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 9,563 | 90.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 11,706 | 100.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21(7) | — | — | — | — | — | — | 3,549 | 237,393 | | | 25-Feb-21 | 11,364 | 5,682 | 54.83 | 25-Feb-31 | — | — | — | — | | | 25-Feb-212, 8 | — | — | — | — | 7,776 | 520,137 | — | — | | | 05-Mar-20 | 17,072 | — | 40.64 | 05-Mar-30 | — | — | — | — | | | 07-Mar-19 | 11,416 | — | 33.79 | 07-Mar-29 | — | — | — | — |
Outstanding Equity Awards as of December 31, 2023
| | 95 | 2024 Proxy Statement |
Outstanding Equity Awards as of December 31, 2023
| | | Option Awards(1) | | | | Share Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | | | Name | Grant Date | Exercisable | Unexercisable | Option Exercise Price($) | Option Expiration Date | Number of Common Shares or Units of Stock Held That Have Not Vested (#) | Market Value of Common Shares or Units of Stock That Have Not Vested($) | Number of Unearned Common Shares, Units or Other Rights That Have Not Vested(#)(3) | Market Value of Unearned Common Shares, Units or Other Rights That Have Not Vested($)(3) | | Darren Watt | 8-Aug-23 | — | 9,040 | 58.09 | 08-Aug-33 | — | — | — | — | | | 8-Aug-23(4) | — | — | — | — | 2,767 | 185,085 | — | — | | | 8-Aug-23(5) | — | — | — | — | — | — | 5,533 | 370,102 | | | 15-Mar-22 | 3,951 | 7,902 | 57.70 | 15-Mar-32 | — | — | — | — | | | 15-Mar-22(6) | — | — | — | — | — | — | 3,325 | 222,409 | | | 12-Aug-21 | — | 6,269 | 80.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 7,742 | 90.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 9,477 | 100.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21(7) | — | — | — | — | — | — | 2,873 | 192,175 | | | 25-Feb-21 | 9,100 | 4,549 | 54.83 | 25-Feb-31 | — | — | — | — | | | 25-Feb-212, 8 | — | — | — | — | 6,226 | 416,457 | — | — | | | 05-Mar-20 | 16,921 | — | 40.64 | 05-Mar-30 | — | — | — | — | | | 07-Mar-19 | 16,850 | — | 33.79 | 07-Mar-29 | — | — | — | — | | | 01-Mar-18 | 15,665 | — | 32.16 | 01-Mar-28 | — | — | — | — | | | 02-Mar-17 | 14,800 | — | 32.16 | 02-Mar-27 | — | — | — | — | | | 02-Mar-16 | 10,264 | — | 24.07 | 02-Mar-26 | — | — | — | — |
Outstanding Equity Awards as of December 31, 2023
| Carmen Thiede | 8-Aug-23 | — | 20,675 | 58.09 | 08-Aug-33 | — | — | — | — | | | 8-Aug-23(4) | — | — | — | — | 6,327 | 423,209 | — | — | | | 8-Aug-23(5) | — | — | — | — | — | — | 12,654 | 846,419 | | | 9-Sep-22 | 2,699 | 5,400 | 68.46 | 15-Mar-32 | — | — | — | — | | | 9-Sep-22(6) | — | — | — | — | — | — | 2,306 | 154,248 | | | 15-Mar-22 | 6,250 | 12,500 | 57.70 | 15-Mar-32 | — | — | — | — | | | 15-Mar-22(6) | — | — | — | — | — | — | 5,260 | 351,841 | | | 12-Aug-21 | — | 9,680 | 80.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 11,954 | 90.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21 | — | 14,633 | 100.00 | 12-Aug-27 | — | — | — | — | | | 12-Aug-21(7) | — | — | — | — | — | — | 4,436 | 296,724 | | | 25-Feb-21 | 14,205 | 7,102 | 54.83 | 25-Feb-31 | — | — | — | — | | | 25-Feb-212, 8 | — | — | — | — | 9,719 | 650,104 | — | — | | | 12-May-20 | 22,533 | — | 41.84 | 12-May-30 | — | — | — | — |
Outstanding Equity Awards as of December 31, 2023
| 1. | Represents option awards granted under our 2023 Share Incentive Plan if the grant date is in 2023. Prior to this date all option awards were granted under our 1999 Stock Option Plan. All stock options vest in equal annual installments over three years from the grant date. |
Outstanding Equity Awards as of December 31, 2023
| 2. | Represents earned PSUs granted under the Executive PSU Plan. The amount includes dividend equivalent units that were earned during the vesting period and were paid out when the underlying PSUs vested. Market value is based on the closing Common Share price on the NYSE as of December 29, 2023, the last trading day of 2023, which was $66.89 per Common Share. |
Outstanding Equity Awards as of December 31, 2023
| 3. | Represents PSUs granted under the Executive PSU Plan and assumes 200% of target performance for unearned PSUs, except for 2021 Special Awards, for which 100% of target performance is assumed for unearned PSUs. Market value is based on the closing Common Share price on the NYSE as of December 29, 2023, the last trading day of 2023, which was $66.89 per Common Share. The amount includes dividend equivalent units that are accrued during the vesting period and are paid out when the underlying PSUs vest. |
Outstanding Equity Awards as of December 31, 2023
| 4. | Represents RSUs granted under our 2023 Share Incentive Plan, which vest in equal annual installments over three years from March 15, 2023. |
Outstanding Equity Awards as of December 31, 2023
| 5. | Represents PSUs granted under the 2023 Share Incentive Plan for the three-year performance period ending December 31, 2025 that vest on March 14, 2026. |
Outstanding Equity Awards as of December 31, 2023
| 6. | Represents PSUs granted under the Executive PSU Plan for the three-year performance period ending December 31, 2024 that vest on March 14, 2025. |
Outstanding Equity Awards as of December 31, 2023
| 7. | Represents PSUs granted under the Executive PSU Plan for the three-year performance period ending July 31, 2024 that vest on August 11, 2024, except for Mr. Jacobs, whose PSUs vest on June 5, 2025. |
Outstanding Equity Awards as of December 31, 2023
| 8. | Represents PSUs granted under the Executive PSU Plan for the three-year performance period ending December 31, 2023 that vested on February 24, 2024 at 198% of target performance. |
Outstanding Equity Awards as of December 31, 2023
| 9. | Represents RSUs granted under the 2017 Executive RSU Plan, which vest February 24, 2024. |
Outstanding Equity Awards as of December 31, 2023
| | 96 | 2024 Proxy Statement |
Option Exercises and Stock Vested in 2023
Option Exercises and Stock Vested in 2023 The following table provides information regarding our NEO’s stock option exercises and vesting of PSUs during 2023.
Option Exercises and Stock Vested in 2023
| | Option Awards | | Stock Awards | | | | Number of Common Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Common Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | James Kessler | — | — | 103,810 | 6,128,922 | | Ann Fandozzi | 223,429 | 2,345,976 | 153,452 | 9,059,813 | | Megan Cash | 13,596 | 333,867 | 2,345 | 138,412 | | Eric Jacobs | 59,483 | 395,604 | — | — | | Baron Concors | — | — | 33,219 | 1,961,254 | | Jeff Jeter | — | — | 8,829 | 521,252 | | Darren Watt | 644 | 26,470 | 5,833 | 344,393 | | Carmen Thiede | — | — | 41,109 | 2,427,053 |
Option Exercises and Stock Vested in 2023
1. Value realized on exercise of stock options is based on the fair market value of our Common Shares on the date of exercise minus the exercise price and does not reflect actual proceeds received. 2. Value realized on vesting of stock awards is based on the closing price of our Common Shares on the vest date.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The following table describes the estimated potential payments and benefits under the Company’s compensation and benefit plans and contractual agreements to which the NEOs would have been entitled if a termination of employment or change in control occurred on December 31, 2023. The actual amounts to be paid out can only be determined at the time of the NEO’s departure from the Company. The amounts reported in the table below do not include payments and benefits to the extent they are provided generally to all salaried employees upon termination of employment and do not discriminate in scope, terms or operation in favor of the NEOs or include distributions of plan balances under our 401(k) Plan. The amounts reported assume payment of all previously earned and unpaid salary, vacation pay and short- and long-term incentive awards. Ms. Fandozzi and Mr. Jacobs’ employment terminated during 2023 and they have therefore been omitted from the table below. Ms. Fandozzi has not received any severance payments or benefits in connection with the termination of her employment and the severance benefits actually paid to Mr. Jacobs are reported in the Summary Compensation Table on page 81.
Potential Payments Upon Termination or Change in Control
| Named Executive Officer | Termination for “Cause” | Termination without “Cause” or if applicable, for “Good Reason”(8) | Resignation | Retirement(6) | “Change of Control” | Termination without “Cause” or “Good Reason” following “Change of Control”(1) | | James Kessler | | | | | | | | Cash severance(2) | — | 1,275,000 | — | — | — | 1,275,000 | | Short-term incentive(3) | — | 2,656,250 | — | — | — | 2,656,250 | | Acceleration of equity awards(4)(6)(7) | — | 2,017,394 | — | — | — | 14,726,688 | | Present value of group plan benefits | — | 26,637 | — | — | — | 43,060 | | Total Termination Benefits | — | 5,975,281 | — | — | — | 18,700,998 | | Megan Cash | | | | | | | | Cash severance(2) | — | 260,867 | — | — | — | 260,867 | | Short-term incentive(3) | — | 156,520 | — | — | — | 156,520 | | Acceleration of equity awards(4)(6)(7) | — | 78,001 | — | — | — | 78,001 | | Present value of group plan benefits | — | 1,171 | — | — | — | 1,171 | | Total Termination Benefits | — | 496,559 | — | — | — | 496,559 |
Potential Payments Upon Termination or Change in Control
| | 97 | 2024 Proxy Statement |
Potential Payments Upon Termination or Change in Control
| Named Executive Officer | Termination for “Cause” | Termination without “Cause” or if applicable, for “Good Reason”(8) | Resignation | Retirement(9) | “Change of Control” | Termination without “Cause” or “Good Reason” following “Change of Control”(1) | | Baron Concors | | | | | | | | Cash severance(2)(5) | — | 862,500 | — | — | — | 862,500 | | Short-term incentive(3) | — | 1,150,000 | — | — | — | 1,150,000 | | Acceleration of equity awards(4)(6)(7) | — | 633,472 | — | — | — | 4,247,882 | | Present value of group plan benefits(10) | — | 693 | — | — | — | 3,422 | | Total Termination Benefits | — | 2,646,665 | — | — | — | 6,263,804 | | Jeff Jeter | | | | | | | | Cash severance(2)(5) | — | 600,000 | — | — | — | 900,000 | | Short-term incentive(3) | — | 750,000 | — | — | — | 1,875,000 | | Acceleration of equity awards(4)(6)(7) | — | 284,528 | — | — | — | 4,247,882 | | Present value of group plan benefits | — | 33,541 | — | — | — | 51,927 | | Total Termination Benefits | — | 1,668,069 | — | — | — | 7,074,809 | | Darren Watt | | | | | | | | Cash severance(2)(5) | — | 625,006 | — | — | — | 625,006 | | Short-term incentive(3) | — | 437,504 | — | — | — | 729,174 | | Acceleration of equity awards(4)(6)(7) | — | 207,032 | — | — | — | 1,387,124 | | Present value of group plan benefits | — | 3,278 | — | — | — | 6,273 | | Total Termination Benefits | — | 1,272,821 | — | — | — | 2,747,577 | | Carmen Thiede | | | | | | | | Cash severance(2)(5) | — | 810,000 | — | — | — | 810,000 | | Short-term incentive(3) | — | 1,080,000 | — | 432,000 | — | 1,080,000 | | Acceleration of equity awards(4)(6)(7) | — | 382,465 | — | — | — | 2,783,196 | | Present value of group plan benefits | — | 20,351 | — | — | — | 32,762 | | Total Termination Benefits | — | 2,292,816 | — | 432,000 | — | 4,705,958 |
Potential Payments Upon Termination or Change in Control
| 1. | Represents the occurrence of a double-trigger event under the Change of Control Agreements. |
Potential Payments Upon Termination or Change in Control
| 2. | Represents cash payments based on base salary. |
Potential Payments Upon Termination or Change in Control
| 3. | Represents cash payments of the short-term incentive plan. |
Potential Payments Upon Termination or Change in Control
| 4. | Includes cash payments for accelerated vesting of PSUs upon a double-trigger event. Amounts are calculated based on the closing Common Share price on the NYSE of $66.89 as of December 29, 2023. |
Potential Payments Upon Termination or Change in Control
| 5. | Ms. Cash and Mr. Watt are paid in Canadian dollars. Amounts reported are converted based on the average annual Canadian and U.S. dollar exchange rate of CA$1 to US$0.7411 as of December 29, 2023, the last trading day of 2023. |
Potential Payments Upon Termination or Change in Control
| 6. | The value of accelerated stock options is determined by subtracting the exercise price of the stock option from the closing Common Share price on the NYSE of $66.89 as of December 29, 2023, the last trading day of 2023, and multiplying the result, if a positive number (“in-the-money”), by the number of option shares that would vest as a result of termination. |
Potential Payments Upon Termination or Change in Control
| 7. | The value of the PSUs assumes achieving target performance levels and is based on the closing Common Share price on the NYSE of $66.89 as of December 29, 2023, the last trading day of 2023. |
Potential Payments Upon Termination or Change in Control
| 8. | Includes termination as a result of death or disability. |
Potential Payments Upon Termination or Change in Control
| 9. | Age requirements must be met to receive any payments upon Retirement. See “Retirement” on page 79. |
Potential Payments Upon Termination or Change in Control
| 10. | Mr. Concors waived medical plan benefits in 2023. |
Potential Payments Upon Termination or Change in Control
| | 98 | 2024 Proxy Statement |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annualized annual total compensation of James Kessler, our CEO in each case, inclusive of compensation under nondiscriminatory benefit plans. For 2023, our last completed fiscal year:
CEO Pay Ratio
| • | the annual total compensation of our median employee (other than our CEO) was $57,010; |
CEO Pay Ratio
| • | Mr. Kessler’s annual total compensation for the full year was $15,779,761; and |
CEO Pay Ratio
| • | based on this information, for 2023, the ratio of the median of the annual total compensation of all employees to the annual total compensation of our CEO was 1 to 277. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. |
CEO Pay Ratio
Under the SEC’s pay ratio rules, a company is required to identify its median employee only once every three years and calculate total compensation for that employee each year provided that, there has been no change in its employee population or employee compensation arrangements that it reasonably believes would result in a significant change to its pay ratio disclosure. Since it has been three years since we last identified our median employee and since our employee population has significantly changed, we identified a new median employee for purposes of our fiscal 2023 pay ratio disclosure. We used the following material assumptions, adjustments, and estimates to identify the median employee as of November 30, 2023, to determine the median of the annual total compensation of all our employees other than our CEO and to determine the annual total compensation of the median employee and our CEO: We determined that, as of November 30, 2023, our employee population consisted of approximately 8,629 individuals working at our parent company and consolidated subsidiaries. This population consisted of our full-time, part-time, and temporary employees. We had no seasonal employees as of November 30, 2023. As permitted under SEC rules, we adjusted the employee population to exclude 385 non-U.S. employees (which is less than 5.0% of our total workforce shown above), including all employees from the following foreign jurisdictions: Australia (96), Belgium (3), China (12), Finland (20), France (40), Germany (40), Ireland (9), Italy (32), Japan (2), Mexico (39), New Zealand (3), Panama (1), Poland (9), Portugal (1), Romania (1), Singapore (2), Spain (27), Sweden (14), Turkey (2), and United Arab Emirates (32). Following these exclusions, our adjusted employee population was 8,244, of which 1,178 were part-time or temporary employees. We calculated, for each employee in the adjusted employee population, the employee’s gross pay, and taxable benefits (converted to USD), and in doing so we annualized the compensation for our permanent full-time and part-time employees who were newly hired during 2023 and therefore not employed for the full measurement period. For both the median employee and our CEO, we included the estimated aggregate value of the employee’s compensation under the following non-discriminatory benefit plans: (i) group health care benefits and (ii) group life insurance.
CEO Pay Ratio
| | 99 | 2024 Proxy Statement |
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance
| | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year a | Summary Compensation Table Total for James Kessler ($)(1)b | Compensation Actually Paid to James Kessler $(2)(c) | Summary Compensation Table Total for Ann Fandozzi(2) ($)(1)b | Compensation Actually Paid to Ann Fandozzi(2) $(2)(c) | Summary Compensation Table Total for Sharon Driscoll(3) ($)(1)b | Compensation Actually Paid to Sharon Driscoll(3) $(2)(c) | Summary Compensation Table Total for Karl Werner(4) ($)(1)b | Compensation Actually Paid to Karl Werner(4) $(2) | Average Summary Compensation Table Total for non-PEO NEOs $(3)(d) | Average Compensation Actually Paid to non-PEO NEOs $(4)(e) | Total Shareholder Return $(5)(h) | Peer Group Total Shareholder Return $(6)(g) | Net Income ($ in Millions) (h) | Agency Proceeds ($ in Millions) (i) | | 2023 | 15,928,325 | 25,849,889 | 792,366 | 9,727,850 | – | – | – | – | 2,811,920 | 3,697,652 | 170 | 123 | 175 | 1,173 | | 2022 | – | – | 7,919,967 | 7,755,014 | – | – | – | – | 3,552,402 | 3,341,006 | 141 | 114 | 320 | 1,073 | | 2021 | – | – | 10,381,730 | 9,943,897 | – | – | – | – | 2,997,009 | 2,272,068 | 147 | 124 | 152 | 917 | | 2020 | – | – | 7,193,425 | 15,132,997 | 2,101,690 | 6,148,171 | 1,197,232 | 3,159,702 | 2,529,898 | 5,860,977 | 165 | 102 | 170 | 859 | | | | | | | | | | | | | 100.00 | 100.00 | | |
Pay Versus Performance
| 1. | The Principal Executive Officers (the “PEOs”) for 2023 were James Kessler who served as PEO from August 1, 2023 through December 31, 2023 and Ann Fandozzi who served as PEO from January 1, 2023 through July 31, 2023. Ms. Fandozzi served as PEO in 2021 and 2022. The PEOs for 2020 were Sharon Driscoll and Karl Werner, who served as co-PEOs from January 1, 2020 through January 5, 2020, and Ms. Fandozzi who served as PEO, effective January 6, 2020. The Summary Compensation Table on page 81 provides the details of Mr. Kessler’s, and Ms. Fandozzi’s compensation for each of the past three years as set forth in column (b). |
Pay Versus Performance
| 2. | SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay Versus Performance Table. Compensation actually paid (“CAP”) does not necessarily represent cash and/or equity value transferred to the applicable PEO, but rather is a value calculated under applicable SEC rules. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for the PEO in the “Total” column of the Summary Compensation Table to calculate CAP. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant. |
Pay Versus Performance
| Prior FYE Current FYE Fiscal Year | | Mr. Kessler 12/31/2022 12/31/2023 2023 | | SCT Total | | $15,928,325 | | - | Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($13,155,999) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $18,016,114 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $1,136,214 | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $3,925,235 | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | + | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Compensation Actually Paid | | $25,849,889 |
Pay Versus Performance
| | 100 | 2024 Proxy Statement |
Pay Versus Performance
| Prior FYE Current FYE Fiscal Year | | Ms. Fandozzi 12/31/2022 12/31/2023 2023 | | SCT Total | | $792,366 | | - | Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | $0 | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $0 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $3,767,686 | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $5,167,798 | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | | + | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Compensation Actually Paid | | $9,727,850 |
Pay Versus Performance
| 3. | The non-PEO NEOs for 2020 were James Kessler, Baron Concors, and Carmen Thiede. The non-PEO NEOs in 2021 were Sharon Driscoll, Mr. Kessler, Mr. Concors, and Kari Taylor. The non-PEO NEOs for 2022 were Ms. Driscoll, Eric Jacobs, Mr. Kessler, Mr. Concors, and Ms. Thiede. The non-PEO NEOs for 2023 were Megan Cash, Mr. Concors, Mr. Jacobs, Jeff Jeter, Darren Watt and Ms. Thiede. The Summary Compensation Table on page 81 provides details of each of the non-PEO NEOs’ compensation. |
Pay Versus Performance
| 4. | CAP to the non-PEO NEOs in 2023 was calculated as follows: |
Pay Versus Performance
| Prior FYE Current FYE Fiscal Year | | Non-PEO NEOs 12/31/2022 12/31/2023 2023 | | SCT Total | | $2,811,920 | | - | Change in Pension Value and Above Market Non-Qualified Deferred Compensation | $0 | | - | Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($989,323) | | + | Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $1,352,235 | | + | Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $442,293 | | + | Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | | + | Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $536,463 | | - | Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | ($455,936) | | + | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | $0 | | Average Compensation Actually Paid | | $3,697,652 |
Pay Versus Performance
| 5. | The Company’s TSR is determined based on the value of an initial fixed investment of $100 in Common Shares. |
Pay Versus Performance
| 6. | The Company is using the S&P/TSX Index to measure our peer group TSR performance. The S&P/TSX is the peer group the Company used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Pay Versus Performance
| 7. | The following table identifies the five most important financial performance measures used by our Compensation Committee in 2023 to link the CAP to our PEO and other NEOs. Each of these performance measures is discussed in the CD&A above and defined in the Appendix A: Selected Definitions of Operational and Financial Performance on page 109. |
Pay Versus Performance
| | 101 | 2024 Proxy Statement |
Financial Performance Measures
| | Pay Versus Performance Alignment |
DIRECTORS
DIRECTORS
DIRECTORS
| 1. | Calling of and notice of meetings. Meetings of the board shall be held at such place and time and on such day as they see fit. A director may at any time convene a meeting of the board. Notice of meetings of the board shall be given to each director not less than 48 hours before the time when the meeting is to be held. Each newly elected board may without notice hold its first meeting for the purposes of organization and the appointment of officers immediately following the meeting of shareholders at which such board was elected. |
DIRECTORS
| 2 | Votes to govern. At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chairman of the meeting shall not be entitled to a second or casting vote. |
DIRECTORS
| 3. | Interest of directors and officers generally in contracts. No director or officer shall be disqualified by his office from contracting with the Corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any director or officer or in which any director or officer is in any way interested be liable to be voided nor shall any director or officer so contracting or being so interested be liable to account to the Corporation for any profit realized by any such contract or arrangement by reason of such director or officer holding that office or of the fiduciary relationship thereby established; provided that the director or officer shall have complied with the provisions of the Business Corporations Act (Ontario). |
DIRECTORS
| 4. | Advance Notice for Nomination of Directors |
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| (a) Meetings of Shareholders. Subject only to the Business Corporations Act (Ontario) and the Articles of the Corporation, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, and such nomination or proposed nomination is made: |
DIRECTORS
| (i) by or at the direction of the board, including pursuant to a notice of meeting; |
DIRECTORS
| (ii) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Business Corporations Act (Ontario), or a requisition of the shareholders made in accordance with the provisions of the Business Corporations Act (Ontario); or |
DIRECTORS
| (iii) | by any person (a “Nominating Shareholder”): (a) who, at the close of business on the date of the giving of the notice provided for below in this paragraph 4 and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Corporation as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and provides evidence satisfactory to the Corporation of such beneficial ownership; and (b) who complies with the notice procedures set forth below in this paragraph 4. |
DIRECTORS
| (b) Timely Notice. In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Corporate Secretary of the Corporation at the head office of the Corporation. |
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| (i) To be timely, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must be made: |
DIRECTORS
| A. | in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and |
DIRECTORS
| B. | in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. |
DIRECTORS
| (c) Proper Written Form. To be in proper written form, a Nominating Shareholder’s notice to the Corporate Secretary of the Corporation must: |
DIRECTORS
| (i) set forth the following information as to each person whom the Nominating Shareholder proposes to nominate for election as a director (each a “Proposed Nominee”): |
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| A. | the name, age, business address and residential address of the Proposed Nominee; |
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| B. | the principal occupation or employment of the Proposed Nominee for the most recent five years, and the name and principal business of any company in which such employment was carried on; |
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| C. | the citizenship and place of residence of the Proposed Nominee; |
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| | 141 | 2024 Proxy Statement |
DIRECTORS
| D. | the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the Proposed Nominee as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; |
DIRECTORS
| E. | any other information relating to the Proposed Nominee that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act (Ontario) and Applicable Securities Laws (as defined below); and |
DIRECTORS
| F. | the Proposed Nominee’s written consent to being named in the notice as a nominee and to serving as a director of the Corporation if elected; and |
DIRECTORS
| (ii) set forth the following information as to the Nominating Shareholder giving the notice: |
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| A. | the name and address of such Nominating Shareholder, as they appear on the securities register of the Corporation; |
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| B. | the number of securities of each class or series of securities of the Corporation owned of record and beneficially by, or under the control or direction of, directly or indirectly, such Nominating Shareholder; |
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| C. | full particulars regarding any agreement, arrangement or understanding with respect to the nomination between or among such Nominating Shareholder, any of their respective affiliates or associates, and any others acting jointly or in concert with any of the foregoing, including the Proposed Nominee; |
DIRECTORS
| D. | full particulars regarding any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the notice by, or on behalf of, such Nominating Shareholder, whether or not such instrument or right shall be subject to settlement in underlying securities of the Corporation, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Nominating Shareholder with respect to securities of the Corporation; |
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| E. | full particulars regarding any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any securities of the Corporation; and |
DIRECTORS
| F. | any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Business Corporations Act (Ontario) and Applicable Securities Laws (as defined below); and |
DIRECTORS
| (iii) | include a certification by the Nominating Shareholder that the Nominating Shareholder’s notice contains no untrue statement of material fact and does not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made and a certification by the Proposed Nominee that the information in relation to him or her contained in the Nominating Shareholder’s Notice is true and accurate. |
DIRECTORS
| (d) The Corporation may require any Proposed Nominee to furnish such other information and documents as may reasonably be required by the Corporation to (i) determine the eligibility of such Proposed Nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder’s understanding of the independence and/or qualifications in respect of financial literacy, or lack thereof, of such Proposed Nominee or (ii) satisfy the requirements of the Business Corporations Act (Ontario), Applicable Securities Laws or applicable stock exchange rules. In addition, a Nominating Shareholder’s notice (including but not limited to the related certification) shall be promptly updated and supplemented if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting of shareholders. |
DIRECTORS
| (e) Eligibility for Nomination. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this paragraph 4; provided, however, that nothing in this paragraph 4 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Business Corporations Act (Ontario) or the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded. |
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| (f) For purposes of this By-law No. 2: |
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| (i) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval + at www.sedarplus.com; and |
DIRECTORS
| (ii) “Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada. |
DIRECTORS
| (g) Notice. Notwithstanding any other provision of this By-law No. 2, a Nominating Shareholder’s notice given to the Corporate Secretary of the Corporation pursuant to this paragraph 4 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Corporate Secretary of the Corporation for purposes of such notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (if applicable, at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Corporate Secretary at the address of the head office of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Pacific Standard Time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day. |
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| | 142 | 2024 Proxy Statement |
DIRECTORS
| (h) Compliance with Share Rights. Notwithstanding the foregoing, all nominations must be made in accordance with the special rights and restrictions attached to any class or series of shares from time to time. |
DIRECTORS
| (i) Waiver of Requirement. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion, waive any requirement in this paragraph 4. |