Brian Bales
Director at RBA
Board
About Brian Bales
Brian Bales (age 62) is an independent director of RB Global (RBA), serving since March 20, 2023. He is Executive Vice President and Chief Development Officer at Republic Services, and previously led business development and corporate development roles at Republic Services, Ryder System, and EDIFEX/VTA; he began his career at Price Waterhouse. He holds a B.S. in Business Administration from the University of Tennessee and is a Certified Public Accountant. At RBA, he serves on the Audit Committee; the Board has affirmatively determined he is independent.
Past Roles
| Organization | Role | Tenure (as disclosed) | Committees/Impact |
|---|---|---|---|
| Republic Services | Executive Vice President & Chief Development Officer | Current | Leadership over M&A, integration, capital allocation, risk oversight, ESG investments |
| Republic Services | EVP, Business Development | 2008–2015 | Strategic M&A and integration |
| Republic Services | VP, Corporate Development | 1998–2008 | Corporate development |
| Ryder System | Various roles | 1993–1998 | Operations/finance roles |
| EDIFEX & VTA Communications | Chief Financial Officer | 1988–1993 | Finance leadership |
| Price Waterhouse (PwC) | Accountant | 1986–1988 | Early career in accounting |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Republic Services | EVP & Chief Development Officer | Public (NYSE: RSG) | Senior executive role (not an RBA committee) |
| IAA, Inc. | Director (Past) | Formerly public | Past directorship (prior 5 years) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE and Canadian standards |
| Committee Assignments | Audit Committee member (current) |
| Committee Chair Roles | None (not a chair) |
| 2024 Board Attendance | Board: 6/7; Audit: 2/2 from appointment on May 8, 2024 |
| 2023 Board Attendance | Board: 9/9 (from time of appointment in 2023) |
| 2024 Director Election Support | “For” 161,837,470; “Against” 2,592,225 (May 7, 2024) |
| 2025 Director Election Support | “For” 168,457,685; “Withheld” 273,963 (May 5, 2025) |
| Executive Sessions | Independent directors held executive sessions at each Board meeting |
| Say-on-Pay (2024) | For 146,880,097; Against 17,530,251; Abstain 19,349 |
| Say-on-Pay (2025) | For 163,810,451; Against 4,707,316; Abstain 213,881 |
Fixed Compensation (Non-Executive Director Pay)
| Year/As-of | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| FY2024 | 108,515 | 282,184 | 4,355 | 395,054 |
| Program Changes (Effective May 7, 2024) | - | - | - | Annual retainer increased: non-chair from $235,000 to $310,000; Board Chair from $345,000 to $410,000; committee chair fees unchanged ($20k Audit; $15k Comp; $15k NCG) |
| Equity Mix (Effective May 7, 2024) | - | - | - | Approx. 65% of annual retainer paid in RSUs (previously 55% in DSUs) |
Notes:
- Non-executive director cash/equity mix aligned to market; RSUs used beginning May 7, 2024 (previously DSUs).
- Audit Committee Chair receives $20k, Compensation and Nominating Chairs $15k each; Bales is not a chair.
Performance Compensation
| Instrument | Grant Date(s) | Grant Value ($) | Units Granted (#) | Vesting/Terms |
|---|---|---|---|---|
| RSUs (Annual Award) | May 15, 2024 | 202,012 | 2,657 | Vest on earlier of 1-year anniversary or day prior to next AGM; dividend equivalents; deferral election available |
| DSUs (Quarterly, in arrears) | Mar 4, 2024; May 13, 2024; Aug 12, 2024 | 34,710; 34,602; 12,893 | 456; 447; 165 | DSUs vest on grant; payable in cash upon board departure; dividend equivalents accrue |
There are no performance metrics attached to director equity (time-based RSUs/DSUs only).
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Company Boards | None disclosed (beyond RBA); executive role at Republic Services (not a directorship) |
| Past Public Company Boards | IAA, Inc. (previously publicly traded auto auction company) |
| Compensation Committee Interlocks | None in 2024 (committee members independent; no officer service) |
Expertise & Qualifications
- Strategic growth, M&A integration, risk oversight, capital markets, real estate/infrastructure development, and investor relations; extensive leadership over environmental investments and operations.
- CPA with prior Big Four experience; BS in Business Administration (University of Tennessee).
- Audit-relevant financial literacy (serves on Audit Committee; board determined all Audit members financially literate).
Equity Ownership
| As-of Date | Common Shares (#) | DSUs (#) | RSUs (#) | Total Value ($) | Ownership Guideline | Status |
|---|---|---|---|---|---|---|
| Mar 20, 2025 (Ownership Guidelines Table) | 6,400 | 2,199 | Excluded from calc | 850,183 | 5× cash retainer ($110,000 → $550,000) | Meets |
| Mar 20, 2025 (Director Profile) | 6,258 | 2,198.59 | 2,656.66 | — | — | — |
| Dec 31, 2024 (Holdings Snapshot) | — | — | — | — | DSUs & RSUs held: 4,856 (cumulative per 2024 grants table) | — |
Notes:
- Unvested RSUs do not count toward guideline compliance; DSUs count and are held until board departure.
Governance Assessment
- Independence and committee role: Bales is independent and serves on the Audit Committee—positive for financial oversight and board effectiveness.
- Engagement: Attendance met or exceeded the 75% guideline (Board 6/7; Audit 2/2 from appointment in 2024; 9/9 Board in 2023)—indicates active participation.
- Shareholder support: Strong re-election support in 2024 and 2025; Say-on-Pay also received high support in both years—supports overall investor confidence.
- Compensation alignment: Program shifted to higher equity mix and RSUs (65%) with increased retainer—aligns directors with long-term shareholder value; no options granted to non-executive directors.
- Related-party/Conflicts: Company discloses no related person transactions involving directors since Jan 1, 2024 (and since Jan 1, 2023 in prior proxy). The Code and Audit Committee practices require conflict disclosure and recusal. Monitoring point: given his executive role at Republic Services, continue to monitor for any transactions that could create a related-party exposure; none disclosed.
- Compliance and legal: No material legal proceedings; all Section 16(a) filings timely in 2024—no process red flags.
RED FLAGS
- None disclosed specific to Bales (no related-party transactions; strong attendance; independence affirmed). Continue to monitor any RBA-Republic Services dealings given his executive role (no such transactions disclosed).
Appendix: Director Compensation Structure Details (for context)
| Item | 2024 Policy |
|---|---|
| Annual Retainer (Non-Chair) | $310,000 (65% RSUs; 35% cash) effective May 7, 2024 |
| Annual Retainer (Board Chair) | $410,000 (65% RSUs; 35% cash) effective May 7, 2024 |
| Committee Chair Fees | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $15,000 |
| RSU Vesting | Earlier of 1-year anniversary or day before next AGM; dividend equivalents; deferral election available |
| DSU Plan (legacy through Aug 12, 2024) | Quarterly in arrears; vests on grant; cash-settled after board service; dividend equivalents |