UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 2, 2023, RB Global, Inc. (the “Company”) announced certain executive leadership changes described below.
CEO Transition
Fandozzi Separation
On July 31, 2023, Ann Fandozzi informed the Board of Directors (the “Board”) of her intention to resign from her position as the Company’s Chief Executive Officer due to a disagreement with the Company about her compensation as Chief Executive Officer, as discussed in the Company’s August 2, 2023 press release. The Board accepted her verbal resignation and interpreted her subsequent conduct as affirmation of her resignation. The Company advised Ms. Fandozzi that it was accepting her resignation effective immediately and waiving any written procedural notice requirements under the Employment Agreement by and between Ritchie Bros. Auctioneers (Canada) Ltd. and Ms. Fandozzi, dated December 14, 2019. Ms. Fandozzi disputes that she tendered her resignation. The Company has also asked for Ms. Fandozzi’s resignation as a director. Absent Ms. Fandozzi tendering her resignation as requested, she remains a director on the Board.
Kessler Appointment
On August 1, 2023, the Board appointed Jim Kessler, 51, as the Company’s Chief Executive Officer and a member of the Company’s Board, effective immediately.
Mr. Kessler has served as the Company’s President and Chief Operating Officer since September 2021, after joining the Company as Chief Operating Officer in May 2020. Mr. Kessler has held various leadership positions in his career including those of President, Chief Operating Officer and Chief Financial Officer. Prior to joining the Company, Mr. Kessler served as President of Emerging Business for Caliber Collision from 2019 to 2020 during which he focused on evaluating and scaling businesses that would complement collision repair services. He acted as Chief Operating Officer of ABRA Auto Body and Glass from 2017 to 2019, where he oversaw operations, procurement and growth initiatives which led to the merger of the first national collision repair provider in the United States. He also held a variety of senior leadership positions at Caliber Collision, vRide and Pep Boys including Chief Operating Officer and Chief Financial Officer of vRide from 2013 to 2016. He holds an undergraduate degree and MBA from Saint Joseph’s University.
In connection with Mr. Kessler’s appointment, the Board approved the following annual compensation for Mr. Kessler: (i) an annual base salary of $850,000; (ii) an annual bonus opportunity with a target amount equal to 125% of his base salary consistent with the terms of the Company’s Short-Term Incentive Bonus Plan; and (iii) an annual long-term incentive grant with a target amount equal to 1385% of his base salary, consisting of 50% of performance share units based on target performance levels, 25% of restricted stock units and 25% of stock options. Beyond adjusted annual target compensation for Mr. Kessler that reflects his expanded scope of responsibilities and market benchmarks for the recently combined company, no additional incentive awards are being provided in connection with the transition.
Mr. Kessler has no family relationship with any of the executive officers or directors of the Company. There were no arrangements or understandings between Mr. Kessler and any other persons pursuant to which he was appointed as Chief Executive Officer or to the Board. Mr. Kessler does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
CFO Transition
Jacobs Termination
On August 1, 2023, Eric Jacobs was terminated from his position as the Company’s Chief Financial Officer. The separation qualifies as a termination without cause under Mr. Jacobs’ employment agreement.
Cash Appointment
On August 1, 2023, the Board appointed Megan Cash, 52, as the Company’s Principal Finance and Accounting Officer, effective immediately. Previously, Ms. Cash was appointed Vice President, Corporate Finance of the Company in July 2018 and was promoted to Senior Vice President, Global Control & Corporate Finance in 2020. She led the external corporate reporting, tax, treasury, controller, and corporate FP&A teams over the last five years. Before joining the Company, she served as a senior leader in a variety of executive positions at SLB Inc. (Schlumberger). She has extensive experience in M&A, debt financing, capital allocation, regional and corporate FP&A, and strategic planning. She holds an undergraduate degree from UBC Sauder School of Business and articled at KPMG, LLC in Vancouver, where she obtained her CPA, CA designation.
The Board will be conducting a search for a permanent Chief Financial Officer with the assistance of an executive search firm.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RB Global, Inc. | ||
| Date: August 4, 2023 | By: | /s/ Darren Watt |
| Darren Watt | ||
| Chief Legal Officer |