Adam DeWitt
Director at RBA
Board
About Adam DeWitt
Adam DeWitt (age 52) is an independent director of RB Global (RBA) since May 5, 2020; he chairs the Audit Committee and has been designated the Board’s “audit committee financial expert.” He is CEO of Curbside SOS Inc. and formerly served as CEO, President, and CFO of Grubhub, leading its IPO, 13 acquisitions, and eventual $7B sale; he holds an A.B. in Economics from Dartmouth College. In the 2024 director election, he received 99.61% votes “For,” and he is affirmatively determined independent under NYSE and Canadian rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Grubhub, Inc. | Chief Executive Officer | Jun 2021 – Apr 2023 | Led all U.S. business functions; oversaw company from ~$20M to >$2B annual revenue during decade-long tenure; led 2014 IPO, 13 acquisitions, and $7B sale . |
| Grubhub, Inc. | President | 2018 – 2021 | Executive leadership over growth and operations . |
| Grubhub, Inc. | Chief Financial Officer | 2011 – 2018 | Scaled financial operations during rapid growth and M&A . |
| optionsXpress Holdings, Inc. | Chief Financial Officer | Prior to 2011 | Public company CFO experience . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curbside SOS Inc. (private) | Chief Executive Officer | Current | Operating leadership at roadside assistance platform . |
| TreeHouse Foods (NYSE: THS) | Director; Audit Committee Chair | Current | Chairs audit committee; governance and financial oversight . |
| ShipBob, Inc. (private) | Director | Current | Board member of ecommerce fulfillment provider . |
| The Joffrey Ballet (non-profit) | Director | Current | Board service . |
| Bernard Zell Anshe Emet Day School | Board of Trustees | Current | Trustee . |
| Fathom Digital Manufacturing (NYSE: FATH) | Director (past 5 yrs) | Past | Advanced manufacturing board experience . |
Board Governance
- Independence: The Board affirmatively determined Mr. DeWitt is independent under NYSE and Canadian NI 58-101/52-110; he is a non-executive director .
- Committee assignments: Audit Committee Chair; members include Bales, Morrison, Stein; all are independent; DeWitt is the audit committee financial expert .
- Attendance: In 2024, DeWitt attended 100% of Board meetings (7/7) and 100% of Audit Committee meetings (5/5); the Board held seven meetings and executive sessions of independent directors at each meeting .
- Board tenure and structure: Director since May 5, 2020; RBA elects directors annually (no classified board); independent Chair structure (Chair: Robert Elton) .
- Shareholder support: 2024 voting results for DeWitt: 163,790,935 votes For (99.61%)—a strong confidence signal .
2024 Meeting Attendance Detail
| Director | Board Meetings | Audit Committee | Compensation Committee | Nominating & Corporate Governance |
|---|---|---|---|---|
| Adam DeWitt | 7/7 | 5/5 | — | — |
Fixed Compensation
- Program structure and levels: Effective May 7, 2024, the annual non-executive director retainer increased to $310,000 (from $235,000) and Board Chair to $410,000 (from $345,000); committee chair fees remain: Audit $20,000, Compensation $15,000, Nominating & Corporate Governance $15,000 .
- Cash vs equity mix: Effective May 7, 2024, approximately 65% of the annual retainer (excluding committee chair fees) is paid in restricted share units (RSUs), replacing prior DSU mix; previously, 55% of retainer paid in DSUs since 2021 .
2024 Non‑Executive Director Compensation – Adam DeWitt
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 128,515 | 282,184 | 11,366 | 422,065 |
Notes: Stock awards reflect grant date fair value of DSUs/RSUs under ASC 718; “all other” includes dividend equivalent RSUs/DSUs and reimbursed tax advice expenses per policy .
Performance Compensation
- Equity vehicle and vesting: Directors received an “Annual Award” of RSUs on May 7, 2024: $200,000 for non‑chair directors; awards vest on the earlier of one year from grant or the day prior to the next annual meeting; directors may elect to defer settlement; RSUs accrue dividend equivalents .
- 2024 DeWitt grants detail (fair value and units): The company transitioned from DSUs to RSUs; DSUs were granted in arrears through Aug 12, 2024; DeWitt received three DSU credits earlier in 2024 and an RSU Annual Award thereafter .
| Instrument | Grant/credit date | Fair Value ($) | Units (#) | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|---|
| DSU | Mar 4, 2024 | 34,710 | 456 | Vests immediately; pays in cash upon board departure per plan | None (time-based; DSUs settle post‑service) |
| DSU | May 13, 2024 | 34,602 | 447 | Same as above | None |
| DSU | Aug 12, 2024 | 12,893 | 165 | Same as above (final DSU before RSU switch) | None |
| RSU (Annual Award) | May 7/15, 2024 | 202,012 | 2,657 | Vests earlier of ~1 year or pre‑2025 AGM; dividend equivalents accrue | None (time-based) |
As of Dec 31, 2024, DeWitt held an aggregate 11,166 DSUs & RSUs (includes dividend equivalents) per the director grant detail table .
Other Directorships & Interlocks
- Current public company board: TreeHouse Foods (NYSE: THS); Audit Committee Chair; no disclosed customer/supplier interlocks with RBA’s core marketplaces or salvage operations .
- Prior public board within 5 years: Fathom Digital Manufacturing (NYSE: FATH) .
- Related-party transactions: RBA reports no related party transactions requiring disclosure since Jan 1, 2024; Audit Committee reviews/approves any such items per chartered practice .
Expertise & Qualifications
- Financial expertise: Designated Audit Committee Financial Expert; former public company CFO (optionsXpress) and long-tenured CFO/President/CEO at Grubhub .
- Strategic/M&A and capital markets: Led Grubhub IPO and 13 acquisitions; scaled revenue to >$2B; brings investment/financial oversight capabilities .
- Board skills matrix: Marked strengths include Accounting Expertise, Financial/Investment, Strategic Planning, Digital Transformation, Marketing, Sales, Organizational Structure, and Cybersecurity/Risk oversight among others .
- Education: A.B., Economics, Dartmouth College .
Equity Ownership
- Holdings (as of March 20, 2025): 4,000 Common Shares; 8,509.11 DSUs; 2,656.66 RSUs (RSUs are unvested and excluded from ownership guideline calculations) .
- Ownership guideline: 5x cash portion of annual retainer ($110,000) = $550,000 requirement; RBA uses NYSE closing price $98.87 (Mar 20, 2025) for valuation; DeWitt meets guideline with total equity ownership value of $1,236,765 (shares + DSUs) .
- Pledging/hedging: No pledging or hedging disclosed; no exceptions or waivers reported in 2024 .
Ownership & Guideline Status (Mar 20, 2025)
| Metric | Value |
|---|---|
| Common Shares (#) | 4,000 |
| DSUs (#) | 8,509.11 |
| RSUs (unvested) (#) | 2,656.66 (excluded from guideline calc) |
| Ownership Guideline | 5x $110,000 = $550,000 |
| Valuation Reference Price | $98.87 (NYSE close, Mar 20, 2025) |
| Total Value Counted (Shares + DSUs) | $1,236,765 |
Governance Assessment
- Strengths: Independent Audit Chair and designated Financial Expert; perfect 2024 attendance; strong investor support (99.61% For in 2024); meets stringent director ownership guidelines—signals alignment and governance rigor .
- Incentives and alignment: Majority of director pay is equity-based (RSUs at ~65% of retainer), with dividend equivalents, and ownership guidelines exclude unvested RSUs—promotes longer-term alignment while preventing crediting unvested awards toward minimums .
- Conflicts/related-party exposure: No related party transactions reported since Jan 1, 2024; no legal proceedings; all Section 16(a) filings timely—no compliance red flags observed .
- Watch items: 2024 director retainer increases are material (to $310k; Chair $410k) but were benchmarked to peer practice; investors may monitor year-over-year mix and absolute pay levels versus workload and complexity .
RED FLAGS: None disclosed related to attendance, related-party transactions, legal proceedings, or Section 16(a) compliance in 2024 .