DEF 14A of RB Global Inc., Mar 24, 2025

DEF 14A of RB Global Inc.

Filed Mar 24, 2025 · FY20240001140361-25-010020

Open on EDGAR

  1. Questions and Answers about the Election of Directors

    Questions and Answers about the Election of Directors

  2. 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 OBCA). 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 stock options, restricted share units (“RSUs”) and performance share units (“PSUs”) granted under the Company’s equity incentive plans is given as of March 20, 2025.

  3. Information Concerning the Nominees to the Board of Directors

    | | 17 | 2025 Proxy Statement |

  4. Information Concerning the Nominees to the Board of Directors

    | Robert George Elton | | | | Independent Age: 73 Residence: Vancouver, B.C., Canada Director since: April 30, 2012 Shares owned, controlled or directed: 1,471 Common Shares DSUs held: 32,447.86 RSUs held: 3,386.99 Committees: None (Chair of the Board) | | Voting results 2024: Votes For: 161,095,442 Percentage For: 97.97% | | | Key attributes and qualifications Robert Elton was elected to the RB Global Board in 2012. Mr. 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. Past directorships (past five years) Corix Utilities, a private utility infrastructure company – Director, Chair of the Human Resources Committee | |

  5. Information Concerning the Nominees to the Board of Directors

    | Jim Kessler | | | | Not Independent Age: 52 Residence: Norwood, PA, USA Director since: August 1, 2023 Shares owned, controlled or directed: 87,415.56 Common Shares PSUs held: 239,047.74 RSUs held: 74,044.33 Stock Options held: 349,834.00 Committees: None (CEO) | | Voting results 2024: Votes For: 163,883,304 Percentage For: 99.67% | | | Key attributes and qualifications Jim Kessler was appointed Chief Operations Officer of RB Global in 2020, was promoted to President and Chief Operations Officer in 2021, and was 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 Operations 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. He holds an undergraduate degree and MBA from Saint Joseph’s University. | |

  6. Information Concerning the Nominees to the Board of Directors

    | | 18 | 2025 Proxy Statement |

  7. Information Concerning the Nominees to the Board of Directors

    | Brian Bales | | | | Independent Age: 62 Residence: Scottsdale, AZ, USA Director since: March 20, 2023 Shares owned, controlled or directed: 6,258 Common Shares DSUs held: 2,198.59 RSUs held: 2,656.66 Committees: Audit Committee | | Voting results 2024: Votes For: 161,837,470 Percentage For: 98.42% | | | Key attributes and qualifications Brian Bales was appointed to the RB Global Board in 2023. Mr. Bales has significant management experience, including as a leader 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 investments and operations. 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 is a Certified Public Accountant. Past directorships (past five years) IAA, Inc., a previously publicly traded auto auction company | |

  8. Information Concerning the Nominees to the Board of Directors

    | Adam DeWitt | | | | Independent Age: 52 Residence: Chicago, IL, USA Director since: May 5, 2020 Shares owned, controlled or directed: 4,000 Common Shares DSUs held: 8,509.11 RSUs held: 2,656.66 Committees: Audit Committee (Chair) | | Voting results 2024: Votes For: 163,790,935 Percentage For: 99.61% | | | Key attributes and qualifications Adam DeWitt was appointed to the RB Global Board in 2020. Mr. DeWitt’s experience in senior executive positions during the past 20 years brings strong leadership and management skills to the Company. Mr. DeWitt is currently the Chief Executive Officer of Curbside SOS Inc., an innovative, privately-held roadside assistance provider. Previously, Mr. DeWitt was the Chief Executive Officer of Grubhub, Inc. where he led all functions of the U.S. business from June 2021 to April 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 board of directors and audit committee of Treehouse Foods (NYSE: THS), a leading private label snack and beverage manufacturer. He is the chair of the audit committee at Treehouse Foods. He is also a member of the board of directors of privately-held ShipBob, Inc., a leading provider of fulfillment for small to mid-size businesses and The Joffrey Ballet, and is a member of the board of trustees of the Bernard Zell Anshe Emet Day School. Mr. DeWitt holds an A.B. in Economics from Dartmouth College. Other directorships Treehouse Foods (NYSE: THS), a private label snack and beverage manufacturer Past directorships (past five years) Fathom Digital Manufacturing Corporation (NYSE: FATH), an advanced manufacturing services company | |

  9. Information Concerning the Nominees to the Board of Directors

    | | 19 | 2025 Proxy Statement |

  10. Information Concerning the Nominees to the Board of Directors

    | Gregory B. Morrison | | | | Independent Age: 65 Residence: Fernandina Beach, FL, USA Director since: May 7, 2024 Shares owned, controlled or directed: nil DSUs held: nil RSUs held: 2,656.66 Committees: Audit Committee Compensation Committee | | Voting results 2024: Votes For: 164,039,842 Percentage For: 99.76% | | | Key attributes and qualifications Gregory Morrison was elected to the RB Global Board in 2024. Mr. 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 Veritex Holdings (Bank) where he Chairs the Corporate Governance and Nominations Committee and the Technology Committee and serves on the Audit Committee Rollins Inc., where he chairs the Human Capital and Compensation Committee and serves on the Audit Committee Past directorships (past five years) Veritiv Corp (recently acquired by CD&R), including on its Audit and Finance Committee and Compensation and Leadership Development Committee | |

  11. Information Concerning the Nominees to the Board of Directors

    | Timothy O’Day | | | | Independent Age: 66 Residence: Chicago, IL, USA Director since: March 20, 2023 Shares owned, controlled or directed: 1,500 Common Shares DSUs held: 2,198.59 RSUs held: 2,656.66 Committees: Nominating and Corporate Governance Committee Compensation Committee | | Voting results 2024: Votes For: 157,549,136 Percentage For: 95.82% | | | Key attributes and qualifications Mr. O’Day was appointed to the RB Global Board in 2023. Mr. O’Day is a seasoned automotive industry executive and operator and the current President and Chief Executive Officer and board member 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 800 locations by the end of 2022. Mr. O’Day started his career in internal audit at a public company. Other directorships Boyd Group Services Inc., a publicly traded collision repair company | |

  12. Information Concerning the Nominees to the Board of Directors

    | | 20 | 2025 Proxy Statement |

  13. Information Concerning the Nominees to the Board of Directors

    | Sarah Raiss | | | | Independent Age: 67 Residence: Calgary, AB, Canada Director since: July 1, 2016 Shares owned, controlled or directed: 1,410 Common Shares DSUs held: 19,455.29 RSUs held: 2,656.66 Committees: Nominating and Corporate Governance Committee | | Voting results 2024: Votes For: 161,102,332 Percentage For: 97.98% | | | Key attributes and qualifications Sarah Raiss has been a director for RB Global since 2016. 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’s principal occupation has been serving as a corporate director, and she has served on a number of other corporate boards. Ms. Raiss was recognized for her contributions and leadership in corporate governance and named to the 2015 National Association of Corporate Directors ‘Directorship 100’, which honors the most influential boardroom leaders each year. Ms. Raiss was named a Fellow of the Institute of Corporate Directors in 2020. She is a member of the board of directors of Commercial Metals Co. and Loblaw Companies Ltd. Ms. Raiss holds a Bachelor of Science in Applied Mathematics and an MBA from the University of Michigan. She also holds the ICD.D designation. Other directorships Loblaw Companies, Ltd. (TSX: “L”), a public food retailer — Director and member of the Corporate Governance Committee and Chair of the Pension Committee 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 | |

  14. Information Concerning the Nominees to the Board of Directors

    | Michael Sieger | | | | Independent Age: 63 Residence: Miami Beach, FL, USA Director since: March 20, 2023 Shares owned, controlled or directed: 3,036.53 Common Shares DSUs held: 2,198.59 RSUs held: 2,656.66 Committees: Compensation Committee (Chair) | | Voting results 2024: Votes For: 160,878,082 Percentage For: 97.84% | | | Key attributes and qualifications Michael Sieger was appointed to the RB Global 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 had 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 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 Crash Champions, LLC, a private collision repair company Past directorships (past five years) IAA, Inc., a previously publicly traded auto auction company | |

  15. Information Concerning the Nominees to the Board of Directors

    | | 21 | 2025 Proxy Statement |

  16. Information Concerning the Nominees to the Board of Directors

    | Debbie Stein | | | | Independent Age: 64 Residence: Calgary, AB, Canada Director since: May 7, 2024 Shares owned, controlled or directed: nil DSUs held: nil RSUs held: 2,656.66 Committees: Audit Committee | | Voting results 2024: Votes For: 162,169,251 Percentage For: 98.63% | | | Key attributes and qualifications Debbie Stein was elected to the RB Global Board in 2024. Ms. 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 Aecon Group Inc. since 2019, where she chairs the Audit Committee and serves on the Corporate Governance and Compensation Committee NuVista Energy Ltd. since 2016, where she chairs the Audit Committee and serves on the ESG Committee Trican Well Service Ltd. since 2016 where she chairs the Governance Committee and serves on the Audit Committee Audit Committee and serves on the Investment and Governance Committee of the board of Ontario Teacher’s Pension Plan since 2023 Past directorships (past five years) Parkland Corporation from 2016, where she chaired the Environment, Safety and Sustainability Committee and served on the Governance, Nominating and Ethics Committee | |

  17. Information Concerning the Nominees to the Board of Directors

    | Carol M. Stephenson | | | | Independent Age: 74 Residence: London, ON, Canada Director since: April 27, 2022 Shares owned, controlled or directed: 4,320 DSUs held: 4,243.83 RSUs held: 2,656.66 Committees: Nominating and Corporate Governance Committee (Chair) Compensation Committee | | Voting results 2024: Votes For: 151,443,054 Percentage For: 92.10% | | | Key attributes and qualifications Carol Stephenson was elected to the RB Global Board in 2022. Ms. 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 has been a board member of Mattamy Asset Management since 2020. Ms. Stephenson has previously served on the boards of General Motors Corporation (NYSE: GM) (2009 to 2023), Maple Leaf Foods, Inc. (TSE: MFI) (2016 to 2023), 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 two honorary doctorates from Ryerson Polytechnic University and Western University. 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 | |

  18. Information Concerning the Nominees to the Board of Directors

    | | Recommendation of the Board The Board recommends a vote “FOR” each of the nominees. |

  19. Information Concerning the Nominees to the Board of Directors

    | | 22 | 2025 Proxy Statement |

  20. Information Concerning the Nominees to the Board of Directors

    | INFORMATION CONCERNING OUR EXECUTIVE OFFICERS |

  21. Information Concerning the Nominees to the Board of Directors

    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 17.

  22. Information Concerning the Nominees to the Board of Directors

    | Eric Guerin Chief Financial Officer Age: 53 | Eric Guerin was appointed as the Company’s Chief Financial Officer effective January 15, 2024. He 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 until its acquisition in July of 2022. Mr. Guerin also served as Division Vice President, Finance and as Division Vice President and Sector Chief Financial Officer, Corning Glass Technologies from September 2016 through January 2021 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 earned the designations of CPA & CMA* and obtained a Masters of Business Administration from St. John’s University and a Bachelor of Science in Accounting from the College of Staten Island. *inactive |

  23. Information Concerning the Nominees to the Board of Directors

    | Drew Fesler Chief People Officer Age: 53 | 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. |

  24. Information Concerning the Nominees to the Board of Directors

    | | 23 | 2025 Proxy Statement |

  25. Information Concerning the Nominees to the Board of Directors

    | Jeff Jeter Chief Revenue Officer Age: 66 | Jeff Jeter is the Company’s Chief Revenue Officer. Prior to joining RB Global, 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. |

  26. Information Concerning the Nominees to the Board of Directors

    | Nancy King Chief Technology Officer Age: 48 | Nancy King joined RB Global in 2024 as the Company’s Chief Technology Officer. She leverages extensive hands-on information technology leadership experience to help define and lead the Company’s overall technology vision and strategy. Previously, Ms. King served as the Sr. Vice President of Product Engineering at Target, where she played a leading role through the retailer’s technology transformation and growth. She joined Target in 2005 and during her tenure held leadership roles across the tech organization while driving key strategies for Target’s mobile apps, website, marketplace and capability services. Ms. King has a B.S. in Industrial Engineering from Northwestern University and more than 25 years of hands-on engineering leadership experience in Fortune 100 organizations. |

  27. Information Concerning the Nominees to the Board of Directors

    | Steve Lewis Chief Operations Officer Age: 50 | Steve Lewis was appointed Chief Operations Officer of RB Global in 2024. He brings with him extensive senior leadership experience in operations and supply chain management, as well as a honed approach to driving business growth through operational excellence. Before joining RB Global, Mr. Lewis was Division President at GXO Logistics from 2023 to 2024, where he was responsible for the operational processes, technological capabilities and safety standards at more than 120 distribution centers – across numerous verticals and products, including industrial, manufacturing and automotive. Mr. Lewis served as SVP, Commercial at GXO Logistics from 2021 to 2023 and as VP, Solutions & Strategy at XPO Logistics, a leading provider of freight transportation services, from 2019 to 2021. Mr. Lewis also held leadership positions at Penn Power Group, a provider of fleet services for highway equipment, transport refrigeration and power generation. Mr. Lewis is a retired U.S. Naval Officer, with over 20 years of operations and supply chain experience in the areas of product development, continuous improvement and lifecycle logistics. Mr. Lewis is a member of the Supply Chain Advisory Board at the University of Kansas. He holds an undergraduate degree from Chaminade University and a Master of Managerial Economics from the University of Oklahoma. |

  28. Information Concerning the Nominees to the Board of Directors

    | Darren Watt Chief Legal Officer Age: 53 | 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. In April of 2023 he was promoted to Chief Legal Officer. 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. |

  29. Information Concerning the Nominees to the Board of Directors

    | | 24 | 2025 Proxy Statement |

  30. Information Concerning the Nominees to the Board of Directors

    | CORPORATE GOVERNANCE |

  31. Information Concerning the Nominees to the Board of Directors

    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.

  32. Delinquent Section 16(a) Reports

    | NON-EXECUTIVE DIRECTOR COMPENSATION |

  33. 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, 2024.

  34. Non-executive Director Compensation Table

    | Non-Executive Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert G. Elton | 160,504 | 337,718 | 38,573 | 536,795 | | Brian Bales | 108,515 | 282,184 | 4,355 | 395,054 | | Bill Breslin(6) | 49,811 | 66,860 | 843 | 117,514 | | Adam Dewitt | 128,515 | 282,184 | 11,366 | 422,065 | | Gregory B. Morrison(4) | 71,559 | 202,012 | 2,243 | 275,814 | | Timothy O’Day | 108,515 | 282,184 | 4,355 | 395,054 | | Eric Olsson(6) | 73,127 | 98,130 | 17,467 | 188,724 | | Sarah Raiss | 108,515 | 282,184 | 23,525 | 414,224 | | Michael Sieger | 123,515 | 282,184 | 4,355 | 410,054 | | Jeffrey Smith(5) | 91,709 | 281,541 | 3,631 | 376,881 | | Debbie Stein(4) | 71,559 | 202,012 | 2,243 | 275,814 | | Carol M. Stephenson | 123,515 | 282,184 | 6,627 | 412,326 |

  35. 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. |

  36. Non-executive Director Compensation Table

    | 2. | The dollar amounts represent the grant date fair value of DSUs and RSUs granted in 2024, 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, 2024, without taking into account estimated forfeitures. The RSU and DSU grants are based on the 2024 compensation practices detailed above. For a discussion of RSUs, see “Non-Executive Director Restricted Stock Units” on page 42, and for a discussion of DSUs, see “Non-Executive Director Deferred Share Unit Plan” on page 42. DSUs are awarded quarterly in arrears. As noted above, the Company switched to granting RSUs effective May 7, 2024. Because DSU awards are granted in arrears, the final DSU grant occurred August 12, 2024. The number of RSUs and DSUs granted and the fair value on each grant date, calculated in accordance with ASC 718, are as follows: |

  37. Non-executive Director Compensation Table

    | | March 4, 2024 | | May 13, 2024 | | August 12, 2024 | | May 15, 2024 | | | | Non-Executive Director | Fair Value ($) | DSUs(#) | Fair Value ($) | DSUs(#) | Fair Value ($) | DSUs(#) | Fair Value ($) | RSUs(#) | DSUs & RSUs held as of December 31, 2024 | | Robert G. Elton | 34,710 | 456 | 34,602 | 447 | 12,893 | 165 | 257,546 | 3,387 | 35,835 | | Brian Bales | 34,710 | 456 | 34,602 | 447 | 12,893 | 165 | 202,012 | 2,657 | 4,856 | | Adam Dewitt | 34,710 | 456 | 34,602 | 447 | 12,893 | 165 | 202,012 | 2,657 | 11,166 | | Gregory B. Morrison | — | — | — | — | — | — | 202,012 | 2,657 | 2,657 | | Timothy O’Day | 34,710 | 456 | 34,602 | 447 | 12,893 | 165 | 202,012 | 2,657 | 4,856 | | Sarah Raiss | 34,710 | 456 | 34,602 | 447 | 12,893 | 165 | 202,012 | 2,657 | 22,112 | | Michael Sieger | 34,710 | 456 | 34,602 | 447 | 12,893 | 165 | 202,012 | 2,657 | 4,856 | | Jeffrey Smith | 34,710 | 456 | 34,602 | 447 | 12,893 | 165 | 201,369 | 2,648 | 4,886 | | Debbie Stein | — | — | — | — | — | — | 202,012 | 2,657 | 2,657 | | Carol G. Stephenson | 34,710 | 456 | 34,602 | 447 | 12,893 | 165 | 202,012 | 2,657 | 6,901 |

  38. Non-executive Director Compensation Table

    | 3. | All other compensation includes the value of additional RSUs and DSUs credited to non-executive directors during 2024 corresponding to dividends declared and paid by the Company on Common Shares during 2024 and reimbursement of expenses for tax advice. The value of such dividend equivalent RSUs and DSUs was calculated by multiplying the number of such additional RSUs and DSUs credited by the fair market value of a Common Share on the date the dividend was paid. |

  39. Non-executive Director Compensation Table

    | 4. | Elected a director on May 7, 2024. |

  40. Non-executive Director Compensation Table

    | 5. | Resigned on November 6, 2024. |

  41. Non-executive Director Compensation Table

    | 6. | Did not stand for re-election at the 2024 Annual Meeting and therefore ceased to be a director as of May 7, 2024. |

  42. Non-executive Director Compensation Table

    | | 40 | 2025 Proxy Statement |

  43. 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 Chief Legal Officer | | | Have only double trigger (change in control and termination of employment) accelerated vesting provisions in the event of a change in control | | | 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 |

  44. 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 |

  45. Shareholder Engagement

    Shareholder Engagement The Company views shareholder engagement as a continuous process and annually seeks feedback directly from our shareholders. In 2024, we engaged our top 50 shareholders, and many more beyond that. Through these discussions, we received helpful feedback regarding 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 2024, 89.3% 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 votes for 2022 and 2023, the Compensation Committee structured executive compensation for 2024 in a manner that was generally consistent with those executive compensation programs, but included a different mix of equity awards. We considered shareholder feedback in evaluating our Long-term Incentives (“LTI”) design for 2024. 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. In 2023 (and continuing on for 2024), 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.

  46. Compensation Program – Key Elements

    | | 2024 STI and 2024 LTI Overview |

  47. Compensation Program – Key Elements

    The 2024 Short-Term Incentive Plan (the “2024 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 2024 STI were Agency Proceeds, Operating Free Cash Flow (“OFCF”), and Adjusted EBITDA. These metrics are all non-GAAP measures. For a description of each, see Appendix A to this Proxy Statement. Consistent with market practices, the 2024 Long-Term Incentive Plan (the “2024 LTI”) was designed to shift away from the use of stock options and to align the interests of our most senior leaders with those of shareholders in share price appreciation through the use of restricted stock units (“RSUs”) (25% of total annual LTI) and performance share units (“PSUs”) (75% of total annual LTI at target) 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”) against the Russell 3000 Index, and performance payouts are capped at 200% of target. If absolute TSR performance is negative, payout for the rTSR metric is capped at 100% of target. 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 vested. 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, Adjusted EBITDA, and OFCF in the short-term, combined with measuring Earnings CAGR and rTSR 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.

  48. Compensation Program – Key Elements

    | | Peer group |

  49. 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 considers the following factors when selecting the peer group used to inform target compensation levels for our NEOs: * Gross Transaction Value is a measure of operational performance. For a description of Gross Transaction Value, see Appendix A: Selected Definitions of Operational and Financial Performance. Based on the quantitative, qualitative and unique considerations described above, the Compensation Committee selected the following peer group for 2024 compensation benchmarking purposes. In 2024, three additional companies (Carvana, Workday, and TransUnion) were added to the peer group:

  50. Compensation Program – Key Elements

    | Peer Group | | | | Carvana Co. (CVNA) | Expedia Group, Inc. (EXPE) | TripAdvisor, Inc. (TRIP) | | Copart, Inc. (CPRT) | Fair Isaac Corporation (FICO) | Verisk Analytics, Inc. (VRSK) | | CoStar Group, Inc. (CSGP) | Match Group, Inc. (MTCH) | WillScot Holdings Corporation (WSC) | | eBay Inc. (EBAY) | OPENLANE, Inc. (KAR) | Workday, Inc (WDAY) | | Etsy, Inc. (ETSY) | TransUnion (TRU) | Zillow Group, Inc. (Z) |

  51. Compensation Program – Key Elements

    | | How we use benchmarking data to assess compensation |

  52. 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.

  53. 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, 2024 December 31, 2024 | Agency Proceeds, OFCF, and Adjusted EBITDA | 0% – 200% | | PSUs | Align leadership with long-term Company goals and shareholder interests | Three-Years January 1, 2024 December 31, 2026 | Earnings CAGR and Relative TSR | 0% – 200% | | RSUs | Align leadership with shareholder interest in long-term share price | Three-Year Ratable Vesting | Share Price | — |

  54. 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 ($) | | James Kessler | 850,000 | 125% | 1,062,500 | 1,912,500 | 8,831,610 | 2,943,870 | 0 | 13,687,981 | | Eric Guerin | 630,000 | 100% | 630,000 | 1,260,000 | 3,098,755 | 1,366,270 | 0 | 5,725,025 | | Jeff Jeter | 600,000 | 125% | 750,000 | 1,350,000 | 2,137,535 | 712,486 | 0 | 4,200,021 | | Nancy King | 600,000 | 80% | 480,000 | 1,080,000 | 1,625,127 | 874,970 | 0 | 3,580,097 | | Steve Lewis | 650,000 | 100% | 650,000 | 1,300,000 | 1,718,582 | 906,279 | 0 | 3,924,861 | | Megan Cash(2) | 264,234 | 60% | 158,540 | 422,774 | 0 | 0 | 0 | 422,774 |

  55. Compensation Elements

    | 1. | The number of PSUs and RSUs awarded is determined by using the target PSU or RSU value, as applicable divided by the NYSE closing market price on the grant date. |

  56. Performance Measures

    Performance Measures

  57. Performance Measures

    | | How we set performance targets |

  58. Performance Measures

    The Compensation Committee approves the performance measures for the STI and LTI annually. Target goals were set in consideration of the prior year results. 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.

  59. Performance Measures

    | | 2024 STI performance measures |

  60. 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 2024 STI targets were aligned to the Board-approved budget for the year. The table below describes each STI performance measure for the 2024 STI, including its weighting, its target, and the leadership behavior each measure is intended to drive.

  61. 2024 STI

    2024 STI

  62. 2024 STI

    | STI Performance Measure(1) | Weight | Target | Leadership Behaviors | | Agency Proceeds ($M) | 34% | $3,207.0 | Focus on revenue and driving growth | | Operating Free Cash Flow ($M) | 33% | $449.0 | Focus on driving strong cash flow to invest in the business | | Adjusted EBITDA ($M) | 33% | $1,261.0 | Focus on performance that emphasizes cost management and supports the Company’s strategic goals |

  63. 2024 STI

    | 1. | Agency Proceeds, OFCF and Adjusted EBITDA are non-GAAP measures. For a description of these non-GAAP measures, see Appendix A: Selected Definitions of Operational and Financial Performance. |

  64. 2024 STI

    | | 58 | 2025 Proxy Statement |

  65. 2024 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 54; performance below threshold results in no payout. Final STI awards are calculated as follows:

  66. 2024 STI

    | | 2024–2026 LTI performance measures |

  67. 2024 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. Annual LTI awards are 75% in the form of PSUs and 25% in the form of RSUs. PSUs, to the extent earned, cliff-vest following a three-year performance period, while RSUs vest ratably over three years. In 2024, 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 are intended to 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 is intended to drive, and its payout.

  68. 2024 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 |

  69. 2024 STI

    | 1. | If absolute TSR performance is negative, payout for this metric is capped at 100%. |

  70. 2024 STI

    The 2024–2026 PSUs, to the extent earned, will vest following the completion of the three-year performance period beginning January 1, 2024, and may be earned at a level between 0% and 200% of target. The number of PSUs actually earned is calculated as follows: The Compensation Committee focused on Earnings CAGR and rTSR with respect to the 2024 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.

  71. 2024 STI

    | | 59 | 2025 Proxy Statement |

  72. 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 2024 in the performance period, and the corresponding performance measures and weights. The number of shares earned, if any, for each PSU award is measured and determined at the end of the performance period.

  73. Summary of Outstanding Performance Awards

    | Award | Performance Period | Performance Measures & Weighting | Potential Payouts | Vest Date | | 2021 – 2024(1) | 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(2) | 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 | | 2024 – 2026 | 1 January 2024 to 31 December 2026 | 50% Earnings CAGR 50% rTSR compared to the Russell 3000 index members as of the date of grant | 0 – 200% | March 14, 2027 |

  74. Summary of Outstanding Performance Awards

    | 1. | The 2021-2024 Awards reflect the 2021 Special Transformation Incentive Awards. See “2021 Special Equity Awards” on page 61. |

  75. Performance Results and Compensation Decisions

    | | 2024 STI results |

  76. Performance Results and Compensation Decisions

    | 2024 STI Measure | Weight | Threshold | Target | Maximum | Performance Result(1) | | Agency Proceeds ($M) | 34% | $2,886.3 | $3,207.0 | $3,527.7 | $3,336.3 | | Operating Free Cash Flow ($M) | 33% | $404.1 | $449.0 | $493.9 | $657.7 | | Adjusted EBITDA ($M) | 33% | $1,134.9 | $1,261.0 | $1,387.1 | $1,305.7 | | Performance Payout | | | | | 158.6% of Target |

  77. Performance Results and Compensation Decisions

    | | 2022-2024 LTI results |

  78. Performance Results and Compensation Decisions

    | | | Percentile | | | | | LTI Measure | Weight | Threshold | Target | Maximum | Performance Result(1) | | Earnings CAGR | 50% | 6.0% | 10.0% | 14.0% | 23% | | OFCF per share | 50% | $7.94 | $8.34 | $8.75 | $9.33 | | Performance Payout | | | | | 200% of Target |

  79. Performance Results and Compensation Decisions

    | 1. | In determining actual 2024 STI and 2022-2024 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) certain previously approved adjustments to all results for the difference in actual versus planned foreign currency rates used to determine the targets, and (2) certain previously approved 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. |

  80. Performance Results and Compensation Decisions

    | | 2021 Special Equity Awards |

  81. 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 supported 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. Half of the grant date fair value was in the form of PPOs that cliff vested on August 12, 2024, the three-year anniversary of the grant date 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. The other half of the award was in the form of PSUs that were earned at the end of a three-year performance period ending on August 11, 2024. The performance required was challenging and awards were subject to forfeiture in their entirety if rTSR was below the median of the S&P 500 index members as of the date of grant. Earned PSUs, vested on August 11, 2024 and must be held for 12 months after the three-year performance period. No dividend equivalents were awarded on these PSUs, meaning that the award is focused solely on share price appreciation in support of our commitment to the creation of sustainable shareholder value. PSUs granted on August 12, 2021 as part of the 2021 special equity grant, vested August 11, 2024. The Compensation Committee certified the payout at 149.17% of target based on TSR achievement of 42.39%, which was at the 75th percentile compared to S&P 500 Index. The percentage of PSUs that was earned and vested at the end of the three-year vesting period was determined in accordance with the following definitions and targets.

  82. Performance Results and Compensation Decisions

    | rTSR Performance Targets(1) | % of Target PSUs Earned | | 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% |

  83. 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 – Mr. Kessler’s base salary remained at $850,000. Short-Term Incentive – Mr. Kessler’s target STI remained at 125% of his base salary. Long-Term Incentive – Mr. Kessler was awarded an annual LTI grant with a target value of $11.775 million, consisting of 75% PSUs and 25% RSUs. Total awarded compensation for 2024, including salary, STI, and LTI, is displayed below.

  84. Compensation Decisions for James Kessler

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $850,000 | | STI | Performance to Annual Financial Metrics | $1,684,934 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $8,831,610 | | RSUs | Performance to Stock Price | $2,943,870 | | TOTAL | | $14,310,414 |

  85. Compensation Decisions for James Kessler

    | 1. | Value reflects grant date fair value at target performance for PSUs. |

  86. Compensation Decisions for Eric Guerin

    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 – Mr. Guerin was hired in January with a base salary of $630,000. The base salary paid to him for 2024 was slightly less due to his mid-January hire. Sign-on Bonus – Mr. Guerin received a sign-on bonus of $500,000. Short-Term Incentive – Mr. Guerin’s target STI was 100% of his base salary. Long-Term Incentive – Mr. Guerin was awarded an annual LTI grant with a target value of $3.465 million, consisting of 75% PSUs and 25% RSUs. Per his employment agreement, Mr. Guerin was also awarded a one-time sign-on grant with a target value of $1.0 million, consisting of 50% RSUs and 50% PSUs. Total awarded compensation for 2024, including salary, STI, and LTI, is displayed below.

  87. Compensation Decisions for Eric Guerin

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $606,137 | | Sign-on Bonus | Per Employment Agreement | $500,000 | | STI | Performance to Annual Financial Metrics | $999,067 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $3,098,755 | | RSUs | Performance to Stock Price | $1,366,270 | | TOTAL | | $6,570,229 |

  88. Compensation Decisions for Eric Guerin

    | 1. | Value reflects grant date fair value at target performance for PSUs. |

  89. 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 – Mr. Jeter’s base salary remained $600,000. Short-Term Incentive – Mr. Jeter’s target STI was 125% of his base salary. Long-Term Incentive – Mr. Jeter was awarded an annual LTI grant with a target value of $2.85 million, consisting of 75% PSUs and 25% RSUs. Total awarded compensation for 2024, including salary, STI, and LTI, is displayed below.

  90. Compensation Decisions for Jeff Jeter

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $600,000 | | STI | Performance to Annual Financial Metrics | $1,189,365 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $2,137,535 | | RSUs | Performance to Stock Price | $712,486 | | TOTAL | | $4,639,386 |

  91. Compensation Decisions for Jeff Jeter

    | 1. | Value reflects grant date fair value at target performance for PSUs and RSUs. |

  92. Compensation Decisions for Nancy King

    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 – Ms. King was hired in June with a base salary of $600,000. The base salary paid to her for 2024 was less due to her June hire. Short-Term Incentive – Ms. King’s target STI was 80% of her base salary. Ms. King’s STI payout was prorated based upon her hire date. Long-Term Incentive – Ms. King was awarded an annual LTI grant with a target value of $1.5 million, consisting of 75% PSUs and 25% RSUs. Per her employment agreement, Ms. King was also awarded a one-time sign-on grant with a target value of $1.0 million, consisting of 50% RSUs and 50% PSUs. Total awarded compensation for 2024, including salary, STI, and LTI, is displayed below.

  93. Compensation Decisions for Nancy King

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $350,000 | | STI | Performance to Annual Financial Metrics | $440,910 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $1,625,127 | | RSUs | Performance to Stock Price | $874,970 | | TOTAL | | $3,291,007 |

  94. Compensation Decisions for Nancy King

    | 1. | Value reflects grant date fair value at target performance for PSUs. |

  95. Compensation Decisions for Steve Lewis

    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 – Mr. Lewis was hired in September 2024 with a base salary of $650,000. The base salary paid to him for 2024 was less due to his September hire. Short-Term Incentive – Mr. Lewis’s target STI was 100% of his base salary. Due to his September hire date and per his employment agreement, his STI maximum payout was capped at target and the minimum payout was to be no less than 80% of target. Long-Term Incentive – Mr. Lewis was awarded an annual LTI grant with a target value of $1.625 million, consisting of 75% PSUs and 25% RSUs. Per his employment agreement, Mr. Lewis was also awarded a one-time sign-on grant with a target value of $1.0 million, consisting of 50% RSUs and 50% PSUs. Total awarded compensation for 2024, including salary, STI, and LTI, is displayed below.

  96. Compensation Decisions for Steve Lewis

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $218,967 | | STI | Performance to Annual Financial Metrics (with minimum payout) | $650,000 | | PSUs(1) | Performance to 3-Year Financial Metrics and Stock Price | $1,718,582 | | RSUs | Performance to Stock Price | $906,279 | | TOTAL | | $3,493,828 |

  97. Compensation Decisions for Steve Lewis

    | 1. | Value reflects grant date fair value at target performance for PSUs. |

  98. Compensation Decisions for Megan Cash

    | Pay Element | Majority of Pay Is At-Risk | Awarded Value | | Base Salary | Fixed Pay Element | $108,815 | | Spot Bonus & Retention Bonus | Spot Bonus & Retention Bonus | $145,760 | | Severance | Paid pursuant to the terms of her employment agreement | $700,183 | | PSUs | Performance to 3-Year Financial Metrics and Stock Price | $0 | | RSUs | Performance to Stock Price | $0 | | TOTAL | | $954,758 |

  99. 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, and RSUs 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 2024 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.

  100. Policies and Practices Related to the Grant of Certain Equity Awards

    Policies and Practices Related to the Grant of Certain Equity Awards It is the policy of the Board and the Compensation Committee to not take material nonpublic information into account when determining the timing of equity awards in order to take advantage of a depressed stock price or an anticipated increase in stock price. Similarly, it is our practice not to time the release of material nonpublic information based on equity award grant dates or for the purpose of affecting the value of executive compensation. We did not grant any stock options, stock appreciation rights or similar option-like instruments to our named executive officers in 2024.

  101. 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 employment agreement with Ms. Cash terminated upon the termination of her employment with the Company. Ms. Cash’s employment was terminated without cause under the terms of her employment agreements and she was paid the severance to which she was contractually entitled. The following is a summary of the material terms of those agreements as in effect in 2024.

  102. Termination for Cause

    Termination for Cause 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 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, unvested options granted to the terminated NEO will generally be cancelled in their entirety, 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).

  103. 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, as defined in the applicable employment agreement, 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. Cash, was entitled to:

  104. Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)

    | • | for Mr. Kessler, two years’ base salary and STI bonus at target; |

  105. 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; |

  106. Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)

    | • | with the exception of Mr. Jeter, 18 month’s base salary and 18 month’s target STI bonus; |

  107. Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)

    | • | a pro rata STI bonus at target for the year of termination, up to and including the NEO’s last day of active employment with the Company; |

  108. Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)

    | • | immediate accelerated vesting of all unvested stock options; the 2021 Special Transformation Incentive Award PPOs would have, in the case of termination due to disability, continued to vest in accordance with the original vesting schedule and the holder would have had have three years to exercise vested stock options, and, in all other cases, a pro-rated percentage of the unvested PPOs would have vested 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; |

  109. Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)

    | • | in the event of termination due to disability, continued vesting of pro-rated portion of PSU and RSU awards based on the portion of performance period worked, with the number of PSUs earned based on actual rTSR performance, provided, in the case of termination due to disability, the 2021 Special Transformation Incentive Award PSUs would not have been pro-rated and would have continued to vest; |

  110. Termination Without Cause or Voluntary Termination for Good Reason (including disability or death)

    | • | in the event of termination due to death, RSUs and PSUs granted under the 2023 plan will continue to vest and be paid in accordance with the original vesting schedule; and |

  111. 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 (or three months for stock options granted under the 2023 Share Incentive Plan) 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.

  112. Retirement

    | • | with the exception of Mr. Jeter, 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; |

  113. 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; |

  114. Retirement

    | • | RSUs and PSUs will continue to vest and be paid in accordance with the original grant schedule applicable thereto; |

  115. 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, 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 |

  116. 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. |

  117. 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 (the “Change of Control Agreements”). For purposes of the Change of Control Agreements, a “change of control” means:

  118. 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; |

  119. 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; |

  120. 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 |

  121. 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. |

  122. Change of Control

    The Change of Control Agreements and/or the applicable equity award 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 a lump-sum cash amount equal to the aggregate of:

  123. Change of Control

    | • | one and one-half times (or two times in the case of Mr. Kessler) annual base salary, one and one-half times (or two times in the case of Mr. Kessler) the STI bonus at target plus a pro rata STI bonus at target for year of termination, and one and one-half times (or two times in the case of Mr. Kessler) 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. |

  124. Change of Control

    Each of the NEOs is entitled, following a double-trigger event, to:

  125. Change of Control

    | • | accelerated vesting of RSU and PSU awards; and |

  126. Change of Control

    | • | immediate vesting of all unvested stock options, with a 90-day post-termination exercise period. |

  127. Change of Control

    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.

  128. Change of Control

    | | 72 | 2025 Proxy Statement |

  129. Summary Compensation Table

    Summary Compensation Table A summary of the compensation paid to our NEOs for each of the 2022, 2023, and 2024 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 51.

  130. 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 Chief Executive Officer | 2024 | 850,000 | — | 11,775,480 | — | 1,684,934 | 344,493 | 14,654,908 | | | 2023 | 781,250 | — | 10,212,124 | 2,943,875 | 1,816,875 | 174,201 | 15,928,325 | | | 2022 | 575,000 | — | 916,000 | 838,710 | 1,086,106 | 109,052 | 3,524,868 | | Eric Guerin(7) Chief Financial Officer | 2024 | 606,137 | 500,000 | 4,465,025 | — | 999,067 | 79,257 | 6,673,486 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Jeff Jeter Chief Revenue Officer | 2024 | 600,000 | — | 2,850,021 | — | 1,189,365 | 81,387 | 4,720,773 | | | 2023 | 525,000 | 50,490 | 884,629 | 255,000 | 1,252,500 | 45,857 | 3,013,476 | | | 2022 | — | — | — | — | — | — | — | | Nancy King(8) Chief Technology Officer | 2024 | 350,000 | — | 2,500,097 | — | 440,910 | 40,612 | 3,331,619 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Steve Lewis(9) Chief Operations Officer | 2024 | 218,967 | — | 2,624,861 | — | 650,000 | 21,626 | 3,515,454 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — | | Megan Cash(10) Former Principal Finance and Accounting Officer | 2024 | 108,815 | 145,760 | — | — | — | 700,183 | 954,758 | | | 2023 | 338,640 | 99,307 | 206,445 | — | 376,446 | 14,734 | 1,035,572 | | | 2022 | — | — | — | — | — | — | — |

  131. Summary Compensation Table

    | | 74 | 2025 Proxy Statement |

  132. Summary Compensation Table

    | 1. | Amounts reported reflect the base salary earned by the NEOs. |

  133. Summary Compensation Table

    | 2. | The amount reported for Mr. Guerin in 2024 represents a sign on bonus of $500,000. The amount reported for Ms. Cash in 2024 represents a spot and retention bonus of $145,760. |

  134. 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, 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, 2024, without considering estimated forfeitures. |

  135. Summary Compensation Table

    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, the aggregate grant date fair value of the PSUs set forth in the Summary Compensation Table would be:

  136. Summary Compensation Table

    | Named Executive Officer | 2024 ($) | 2023 ($) | 2022 ($) | | James Kessler | 17,663,221 | 14,536,478 | 1,831,999 | | Eric Guerin | 6,197,510 | — | — | | Nancy King | 3,250,255 | — | — | | Jeff Jeter | 4,275,069 | 1,259,228 | — | | Steve Lewis | 3,437,164 | — | — | | Megan Cash | — | — | — |

  137. 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.

  138. 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, 2024, without considering estimated forfeitures. |

  139. Summary Compensation Table

    | 5. | Reflects amounts earned under the Company’s STI in the relevant year, regardless of whether paid in the following year. |

  140. Summary Compensation Table

    | 6. | Reflects compensation in 2024 to: |

  141. Summary Compensation Table

    | • | Mr. Kessler representing a car allowance ($15,000), the Company’s matching contribution to the 401(k) plan ($13,800) and dividend equivalents corresponding to PSUs ($239,371) and RSUs ($76,323). |

  142. Summary Compensation Table

    | • | Mr. Guerin representing a car allowance ($15,000), the Company’s matching contribution to the 401(k) plan ($13,650) and dividend equivalents corresponding to PSUs ($35,122) and RSUs ($15,486). |

  143. Summary Compensation Table

    | • | Ms. King representing a car allowance ($8,750), the Company’s matching contribution to the 401(k) plan ($13,800) and dividend equivalents corresponding to PSUs ($11,741) and RSUs ($6,321). |

  144. Summary Compensation Table

    | • | Mr. Jeter representing a car allowance ($15,000), the Company’s matching contribution to the 401(k) plan ($13,800) and dividend equivalents corresponding to PSUs ($40,790) and RSUs ($11,797). |

  145. Summary Compensation Table

    | • | Mr. Lewis representing a car allowance ($5,000), the Company’s matching contribution to the 401(k) plan ($7,583) and dividend equivalents corresponding to PSUs ($5,908) and RSUs ($3,115). |

  146. Summary Compensation Table

    | • | Ms. Cash representing a severance payment of $700,183, which represents 18 months of her base salary, 18 months of her target STI bonus and pro-rata STI bonus (based on her date of termination) at target. |

  147. Summary Compensation Table

    | 7. | Mr. Guerin became CFO on January 14, 2024. |

  148. Summary Compensation Table

    | 8. | Ms. King joined the Company on June 3, 2024. |

  149. Summary Compensation Table

    | 9. | Mr. Lewis joined the Company on September 3, 2024. |

  150. Summary Compensation Table

    | 10. | Ms. Cash ceased to be the Principal Finance and Accounting Officer on January 30, 2024 and her employment with the Company terminated on May 31, 2024. Ms. Cash was 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$0.7288 as of December 31, 2024. |

  151. Summary Compensation Table

    | | 75 | 2025 Proxy Statement |

  152. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides information related to grants of plan-based awards to our NEOs during the 2024 fiscal year.

  153. 2024 Grants of Plan-Based Awards

    | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Stock Units(3) | All Other Option Awards: Number of Securities Underlying Options | Exercise or Base Price of Option Awards | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | (#) | ($/Share) | ($) | | James Kessler | | 531,250 | 1,062,500 | 2,125,000 | — | — | — | — | — | — | — | | | 15-Mar-24 | — | — | — | 58,674 | 117,348 | 234,696 | — | — | — | 8,831,610 | | | 15-Mar-24 | — | — | — | — | — | — | 39,116 | — | — | 2,943,870 | | Eric Guerin | | 315,000 | 630,000 | 1,260,000 | — | — | — | — | — | — | — | | | 15-Mar-24 | — | — | — | 20,587 | 41,174 | 82,348 | — | — | — | 3,098,755 | | | 15-Mar-24 | — | — | — | — | — | — | 18,154 | — | — | 1,366,270 | | Jeff Jeter | | 375,000 | 750,000 | 1,500,000 | — | — | — | — | — | — | — | | | 15-Mar-24 | — | — | — | 14,201 | 28,402 | 56,804 | — | — | — | 2,137,535 | | | 15-Mar-24 | — | — | — | — | — | — | 9,467 | — | — | 712,486 | | Nancy King | | 140,000 | 280,000 | 560,000 | — | — | — | — | — | — | — | | | 17-Jun-24 | — | — | — | 10,104 | 20,208 | 40,416 | — | — | — | 1,625,127 | | | 17-Jun-24 | — | — | — | — | — | — | 10,880 | — | — | 874,970 | | Steve Lewis | | 520,000 | 650,000 | 650,000 | — | — | — | — | — | — | — | | | 17-Sep-24 | — | — | — | 10,186 | 20,372 | 40,744 | — | — | — | 1,718,582 | | | 17-Sep-24 | — | — | — | — | — | — | 10,743 | — | — | 906,279 | | Megan Cash | | 79,270 | 158,540 | 317,081 | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | — | — | — | | | | — | — | — | — | — | — | — | — | — | — |

  154. 2024 Grants of Plan-Based Awards

    | 1. | Represents the possible payout under 2024 STI. For amounts actually paid under the 2024 STI, see “— Summary Compensation Table” on page 74. |

  155. 2024 Grants of Plan-Based Awards

    | 2. | Represents PSUs granted in 2024 under the 2023 Share Incentive Plan. |

  156. 2024 Grants of Plan-Based Awards

    | 3. | Represents RSUs granted in 2024 under the 2023 Share Incentive Plan. |

  157. 2024 Grants of Plan-Based Awards

    | 4. | 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, 2024, 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. |

  158. 2024 Grants of Plan-Based Awards

    | | 76 | 2025 Proxy Statement |

  159. Outstanding Equity Awards as of December 31, 2024

    Outstanding Equity Awards as of December 31, 2024 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, 2024.

  160. Outstanding Equity Awards as of December 31, 2024

    | | | Option Awards(1) | | | | Share Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | | | Name | Grant Date | Exercisable | Unexercisable | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock Held That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)(2) | Equity Incntive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(2) | | James Kessler | 15-Mar-24(3) | — | — | — | — | — | — | 118,538 | 10,693,312 | | | 15-Mar-24(3) | — | — | — | — | — | — | 118,538 | 10,693,312 | | | 15-Mar-24(4) | — | — | — | — | 39,513 | 3,564,468 | — | — | | | 08-Aug-23 | 55,660 | 111,321 | 58.09 | 08/08/2033 | — | — | — | — | | | 08-Aug-23(5) | — | — | — | — | — | — | 207,188 | 9,345,215 | | | 08-Aug-23(6) | — | — | — | — | 34,532 | 3,115,132 | — | — | | | 15-Mar-22 | 39,656 | 19,827 | 57.70 | 03/15/2032 | — | — | — | — | | | 15-Mar-22(7) | — | — | — | — | — | — | 33,832 | 3,051,984 | | | 12-Aug-21 | 20,742 | — | 80.00 | 08/12/2027 | — | — | — | — | | | 12-Aug-21 | 25,615 | — | 90.00 | 08/12/2027 | — | — | — | — | | | 12-Aug-21 | 31,355 | — | 100.00 | 08/12/2027 | — | — | — | — | | | 25-Feb-21 | 45,658 | — | 54.83 | 02/25/2031 | — | — | — | — | | Eric Guerin | 15-Mar-24(3) | — | — | — | — | — | — | 34,880 | 314,652 | | | 15-Mar-24(3) | — | — | — | — | — | — | 6,712 | 605,490 | | | 15-Mar-24(3) | — | — | — | — | — | — | 34,880 | 314,652 | | | 15-Mar-24(3) | — | — | — | — | — | — | 6,712 | 605,490 | | | 15-Mar-24(4) | — | — | — | — | 11,626 | 1,048,781 | — | — | | | 15-Mar-24(4) | — | — | — | — | 6,711 | 605,399 | — | — | | Nancy King | 17-Jun-24(3) | — | — | — | — | — | — | 6,258 | 564,534 | | | 17-Jun-24(3) | — | — | — | — | — | — | 6,258 | 564,534 | | | 17-Jun-24(3) | — | — | — | — | — | — | 14,084 | 1,270,518 | | | 17-Jun-24(3) | — | — | — | — | — | — | 14,084 | 1,270,518 | | | 17-Jun-24(4) | — | — | — | — | 6,258 | 564,534 | — | — | | | 17-Jun-24(4) | — | — | — | — | 4,694 | 423,446 | — | — |

  161. Outstanding Equity Awards as of December 31, 2024

    | | 87 | 2025 Proxy Statement |

  162. Outstanding Equity Awards as of December 31, 2024

    | | | Option Awards(1) | | | | Share Awards | | | | | | | Number of Securities Underlying Unexercised Options (#) | | | | | | | | | Name | Grant Date | Exercisable | Unexercisable | Option Exercise Price($) | Option Expiration Date | Number of Shares or Units of Stock Held That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)(2) | Equity Incntive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(2) | | Jeff Jeter | 15-Mar-24(3) | — | — | — | — | — | — | 28,690 | 2,588,116 | | | 15-Mar-24(3) | — | — | — | — | — | — | 28,690 | 2,588,116 | | | 15-Mar-24(4) | — | — | — | — | 9,563 | 862,675 | — | — | | | 08-Aug-23 | 4,821 | 9,643 | 58.09 | 08/08/2033 | — | — | — | — | | | 08-Aug-23(5) | — | — | — | — | — | — | 17,948 | 1,619,068 | | | 08-Aug-23(6) | — | — | — | — | 2,992 | 269,903 | — | — | | | 15-Mar-22 | 9,656 | 4,827 | 57.7 | 03/15/2032 | — | — | — | — | | | 15-Mar-22(7) | — | — | — | — | — | — | 8,238 | 743,096 | | | 12-Aug-21 | 7,744 | — | 80.00 | 08/12/2027 | — | — | — | — | | | 12-Aug-21 | 9,563 | — | 90.00 | 08/12/2027 | — | — | — | — | | | 12-Aug-21 | 11,706 | — | 100.00 | 08/12/2027 | — | — | — | — | | | 25-Feb-21 | 17,046 | — | 54.83 | 02/25/2031 | — | — | — | — | | | 05-Mar-20 | 3,072 | — | 40.64 | 03/05/2030 | — | — | — | — | | Steve Lewis | 17-Sep-24(3) | — | — | — | — | — | — | 5,944 | 536,208 | | | 17-Sep-24(3) | — | — | — | — | — | — | 5,944 | 536,208 | | | 17-Sep-24(3) | — | — | — | — | — | — | 14,492 | 1,307,324 | | | 17-Sep-24(3) | — | — | — | — | — | — | 14,492 | 1,307,324 | | | 17-Sep-24(4) | — | — | — | — | 5,945 | 536,298 | — | — | | | 17-Sep-24(4) | — | — | — | — | 4,831 | 435,805 | — | — | | Megan Cash | — | — | — | — | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — |

  163. Outstanding Equity Awards as of December 31, 2024

    | 1. | Represents option awards granted under our Stock Option Plan or our 2023 Share Incentive Plan if the grant date is in 2023 or 2024. |

  164. Outstanding Equity Awards as of December 31, 2024

    | 2. | Represents PSUs granted under the Executive PSU Plan or, if the grant date is in 2023 or 2024, our 2023 Share Incentive Plan and assumes 200% of target performance for unearned PSUs. Market value is based on the closing Common Share price on the NYSE as of December 31, 2024, the last trading day of 2024, which was $90.21 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. |

  165. Outstanding Equity Awards as of December 31, 2024

    | 3. | Represents PSUs granted under the 2023 Share Incentive Plan for the three-year performance period ending December 31, 2026 that vest on March 14, 2027. |

  166. Outstanding Equity Awards as of December 31, 2024

    | 4. | Represents RSUs granted under our 2023 Share Incentive Plan that vest in equal annual installments over three years from March 15, 2024. |

  167. Outstanding Equity Awards as of December 31, 2024

    | 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. |

  168. Outstanding Equity Awards as of December 31, 2024

    | 6. | Represents RSUs granted under our 2023 Share Incentive Plan that vest in equal annual installments over three years from March 15, 2023. |

  169. Outstanding Equity Awards as of December 31, 2024

    | 7. | Represents PSUs granted under the Executive PSU Plan for the three-year performance period ending December 31, 2024 that vest on March 14, 2025. |

  170. Outstanding Equity Awards as of December 31, 2024

    | | 88 | 2025 Proxy Statement |

  171. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table provides information regarding our NEO’s stock option exercises and vesting of RSUs and PSUs during 2024.

  172. Option Exercises and Stock Vested in 2024

    | | 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 | 53,649 | 2,263,809 | 52,210 | 3,829,274 | | Eric Guerin | — | — | — | — | | Nancy King | — | — | — | — | | Jeff Jeter | 25,416 | 972,758 | 14,591 | 1,060,769 | | Steve Lewis | — | — | — | — | | Megan Cash | 24,958 | 379,293 | 5,159 | 362,155 |

  173. Option Exercises and Stock Vested in 2024

    | 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. |

  174. Option Exercises and Stock Vested in 2024

    | 2. | Value realized on vesting of stock awards is based on the closing price of our Common Shares on the vest date. |

  175. 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, 2024. 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. Cash’s employment terminated during 2024 and she has therefore been omitted from the table below. The severance paid to Ms. Cash in connection with her termination of employment is reported in the Summary Compensation Table on page 74.

  176. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Termination for “Cause” | Termination without “Cause” or for “Good Reason”(6) | Resignation | Retirement(7) | “Change of Control” | Termination without “Cause” or “Good Reason” following “Change of Control”(1) | | James Kessler | | | | | | | | Cash severance(2) | — | 1,700,000 | — | — | — | 1,700,000 | | Short-term incentive(3) | — | 2,125,000 | — | — | — | 3,187,500 | | Acceleration of equity awards(4)(5) | — | 22,832,210 | — | — | — | 38,005,357 | | Present value of group plan benefits | — | 43,204 | — | — | — | 57,606 | | Total Termination Benefits | — | 26,700,414 | — | — | — | 42,950,463 | | Eric Guerin | | | | | | | | Cash severance(2) | — | 945,000 | — | — | — | 945,000 | | Short-term incentive(3) | — | 945,000 | — | — | — | 1,575,000 | | Acceleration of equity awards(4)(5) | — | 1,824,109 | — | — | — | 5,466,125 | | Present value of group plan benefits | — | 1,893 | — | — | — | 1,893 | | Total Termination Benefits | — | 3,716,002 | — | — | — | 7,988,018 |

  177. Potential Payments Upon Termination or Change in Control

    | | 89 | 2025 Proxy Statement |

  178. Potential Payments Upon Termination or Change in Control

    | Named Executive Officer | Termination for “Cause” | Termination without “Cause” or for “Good Reason”(6) | Resignation | Retirement(7) | “Change of Control” | Termination without “Cause” or “Good Reason” following “Change of Control”(1) | | Jeff Jeter | | | | | | | | Cash severance(2) | — | 900,000 | — | — | — | 900,000 | | Short-term incentive(3) | — | 1,125,000 | — | — | — | 1,875,000 | | Acceleration of equity awards(4)(5) | — | 3,943,365 | — | — | — | 6,794,406 | | Present value of group plan benefits | — | 34,783 | — | — | — | 34,783 | | Total Termination Benefits | — | 6,003,148 | — | — | — | 9,604,189 | | Nancy King | | | | | | | | Cash severance(2) | — | 900,000 | — | — | — | 900,000 | | Short-term incentive(3) | — | 720,000 | — | — | — | 1,200,000 | | Acceleration of equity awards(4)(5) | — | 776,198 | — | — | — | 2,854,507 | | Present value of group plan benefits | — | 8,252 | — | — | — | 8,252 | | Total Termination Benefits | — | 2,404,450 | — | — | — | 4,962,759 | | Steve Lewis | | | | | | | | Cash severance(2) | — | 975,000 | — | — | — | 975,000 | | Short-term incentive(3) | — | 975,000 | — | — | — | 1,625,000 | | Acceleration of equity awards(4)(5) | — | 508,859 | — | — | — | 2,846,846 | | Present value of group plan benefits | — | 1,893 | — | — | — | 1,893 | | Total Termination Benefits | — | 2,460,752 | — | — | — | 5,448,739 |

  179. Potential Payments Upon Termination or Change in Control

    | 1. | Represents the occurrence of a double-trigger event under the Change of Control Agreements. |

  180. Potential Payments Upon Termination or Change in Control

    | 2. | Represents cash payments based on base salary. |

  181. Potential Payments Upon Termination or Change in Control

    | 3. | Represents cash payments of the short-term incentive plan. |

  182. Potential Payments Upon Termination or Change in Control

    | 4. | 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 $90.21 as of December 31, 2024, the last trading day of 2024, 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. |

  183. Potential Payments Upon Termination or Change in Control

    | 5. | The value of the PSUs assumes achieving target performance levels and is based on the closing Common Share price on the NYSE of $90.21 as of December 31, 2024, the last trading day of 2024. |

  184. Potential Payments Upon Termination or Change in Control

    | 6. | Age requirements must be met to receive any payments upon Retirement. See “Retirement” on page 72. |

  185. Potential Payments Upon Termination or Change in Control

    | 7. | Includes termination as a result of death or disability. |

  186. Potential Payments Upon Termination or Change in Control

    | | 90 | 2025 Proxy Statement |

  187. 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 2024, our last completed fiscal year:

  188. CEO Pay Ratio

    | • | the annual total compensation of our median employee (other than our CEO) was $57,010; |

  189. CEO Pay Ratio

    | • | Mr. Kessler’s annual total compensation for the full year was $14,654,908; and |

  190. CEO Pay Ratio

    | • | based on this information, for 2024, the ratio of the median of the annual total compensation of all employees to the annual total compensation of our CEO was 1 to 257. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of SEC Regulation S-K. |

  191. CEO Pay Ratio

    As permitted under the SEC executive compensation disclosure rules, we are electing to use the same median employee that we used for purposes of preparing our 2023 pay ratio disclosure. Since November 30, 2023 (the date used to select the 2023 median employee), there have been no changes in the Company’s employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure as our employee population and compensation practices have remained generally consistent since November 30, 2023. In calculating the CEO pay ratio, SEC rules allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions reflecting their unique employee populations. Therefore, our reported CEO pay ratio may not be comparable to CEO pay ratios reported by other companies due to differences in industries and geographical dispersion, as well as the different estimates, assumptions, and methodologies applied by other companies in calculating their CEO pay ratios.

  192. CEO Pay Ratio

    | | 91 | 2025 Proxy Statement |

  193. Pay Versus Performance

    Pay Versus Performance

  194. Pay Versus Performance

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Fiscal Year | Summary Compensation Table Total for PEO Kessler, James1 | Compensation Actually Paid to PEO Kessler, James2 | Summary Compensation Table Total for PEO Fandozzi, Ann1 | Compensation Actually Paid to PEO Fandozzi, Ann2 | Average Summary Compensation Table Total for non-PEO NEOs3 | Average Compensation Actually Paid to non-PEO NEOs4 | RBA Total Shareholder Return5 | Peer Group Total Shareholder Return6 | Net Income ($M) | Agency Proceeds ($M) | | 2024 | $14,786,849 | $33,467,177 | $0 | $0 | $2,986,553 | $4,386,250 | $232 | $145 | $413 | $1,200 | | 2023 | $15,928,325 | $25,849,889 | $792,366 | $9,727,850 | $2,811,920 | $3,697,652 | $170 | $123 | $175 | $1,173 | | 2022 | $0 | $0 | $7,919,967 | $7,755,014 | $3,552,402 | $3,341,006 | $141 | $114 | $320 | $1,073 | | 2021 | $0 | $0 | $10,381,730 | $9,943,897 | $2,997,009 | $2,272,068 | $147 | $124 | $152 | $917 | | 2020 | $0 | $0 | $7,193,425 | $15,132,997 | $2,529,898 | $5,860,977 | $165 | $102 | $170 | $859 | | | | | | | | | $100.00 | $100.00 | | |

  195. Pay Versus Performance

    | 1. | The Principal Executive Officer (the “PEO”) for 2024 was James Kessler who has served as PEO since August 1, 2023. The PEOs for 2023 were James Kessler, who served as PEO since August 1, 2023, and Ann Fandozzi, who served as PEO from January 6, 2020 through July 31, 2023. Ms. Fandozzi served as PEO in 2020, 2021 and 2022. The Summary Compensation Table on page 74 provides the details of Mr. Kessler’s compensation for the past three years as set forth in column (b). |

  196. 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. |

  197. Pay Versus Performance

    | Prior FYE Current FYE Fiscal Year | PEO: Mr. Kessler 12/31/2023 12/31/2024 2024 | | SCT Total | $14,786,849 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($11,775,481) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $18,228,428 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $10,229,868 | | + 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 | $1,997,512 | | -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 | | Compensation Actually Paid | $33,467,177 |

  198. Pay Versus Performance

    | 3. | The non-PEO NEOs for 2020 were Baron Concors, Mr. Kessler and Carmen Thiede. The non-PEO NEOs in 2021 were Sharon Driscoll, Mr. Concors, Mr. Kessler, and Kari Taylor. The non-PEO NEOs for 2022 were Ms. Driscoll, Mr. Concors, Eric Jacobs, Mr. Kessler, and Ms. Thiede. The non-PEO NEOs for 2023 were Ms. Cash, Mr. Concors, Mr. Jacobs, Mr. Jeter, Darren Watt and Ms. Thiede. The non-PEO NEOs for 2024 were Ms. Cash, Mr. Guerin, Mr. Jeter, Ms. King and Mr. Lewis. The Summary Compensation Table on page 74 provides details of each of the 2024 non-PEO NEOs’ compensation. |

  199. Pay Versus Performance

    | 4. | CAP to the non-PEO NEOs in 2024 was calculated as follows: |

  200. Pay Versus Performance

    | | 92 | 2025 Proxy Statement |

  201. Pay Versus Performance

    | Prior FYE Current FYE Fiscal Year | NEO: 12/31/2023 12/31/2024 2024 | | SCT Total | $2,986,553 | | - Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year | ($1,933,487) | | + Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year | $2,879,462 | | + Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years | $449,354 | | + 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 | $378,603 | | -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 | ($374,234) | | Compensation Actually Paid | $4,386,250 |

  202. Pay Versus Performance

    | 5. | The Company’s TSR is determined based on the value of an initial fixed investment of $100 in Common Shares. |

  203. 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, 2024. |

  204. Pay Versus Performance

    | 7. | The following table identifies the four most important financial performance measures used by our Compensation Committee in 2024 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 101. |

  205. Pay Versus Performance

    | | 93 | 2025 Proxy Statement |

  206. rTSR

    | | Pay Versus Performance Alignment |