Carol Stephenson
Director at RBA
Board
About Carol Stephenson
Carol M. Stephenson (age 74) is an independent director of RB Global, Inc. (RBA), serving since April 27, 2022. She chairs the Nominating & Corporate Governance Committee and sits on the Compensation Committee. Her credentials include serving as Dean of Ivey Business School (2003–2013), President & CEO of Lucent Technologies Canada, and prior public board leadership across automotive, consumer, and insurance sectors; she holds degrees and executive program credentials from the University of Toronto, UC Graduate School of Business Administration (Executive Program), and Harvard (AMP), and is an Officer of the Order of Canada .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ivey Business School (Western University) | Dean | 2003–2013 | Led academic and strategic programs |
| Lucent Technologies Canada | President & CEO | 1999–2003 | Led Canadian operations and transformation |
| General Motors of Canada, Limited (subsidiary advisory board) | Advisory Board Member | 2005–2009 | Strategic advisory in automotive |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mattamy Asset Management (Private) | Director | Since 2020 | Asset management; current role |
| General Motors Company (NYSE: GM) | Director; Chair, Compensation Committee | 2009–2023 | Past public board; compensation oversight |
| Maple Leaf Foods (TSX: MFI) | Director; Chair, Corporate Governance Committee | 2016–2023 | Past public board; governance leadership |
| Intact Financial Corporation (TSX: IFC) | Director | 2004–2021 | Past public board (insurance) |
| Ballard Power Systems | Director | 2012–2017 | Past public board (fuel cells) |
| Manitoba Telecom Services | Director | 2008–2016 | Past public board (telecom) |
| Sears Canada | Director | 2001–2006 | Past public board (retail) |
Board Governance
- Independence: Determined independent under NYSE and Canadian NI 58-101/52-110; non-executive directors include Carol Stephenson .
- Committees: Chair, Nominating & Corporate Governance; Member, Compensation Committee .
- Attendance: Attended 100% of Board (7/7), Compensation (5/5), and Nominating & Governance (3/3) meetings in 2024 .
- Lead structure: Independent Chair (Robert Elton); Board holds executive sessions of non-executive directors at least four times per year and met without management at each meeting in 2024 .
- Majority voting: Directors receiving more “WITHHOLD” than “FOR” must tender resignation; Nominating & Governance reviews .
| 2024 Attendance | Board | Compensation | Nominating & Governance |
|---|---|---|---|
| Carol M. Stephenson | 7/7 | 5/5 | 3/3 |
Fixed Compensation
- Program change effective May 7, 2024: Annual non-executive director retainer increased to $310,000 (Chair: $410,000); Committee Chair fees unchanged: Audit $20,000, Compensation $15,000, Nominating & Governance $15,000 .
- Mix: ~65% of annual retainer paid in RSUs (excluding committee chair fees) beginning May 7, 2024; prior to that, 55% paid in DSUs (through the final DSU grant August 12, 2024) .
| Carol Stephenson — 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $123,515 |
| Stock Awards (DSUs/RSUs grant date fair value) | $282,184 |
| All Other Compensation (dividend equivalents; tax advice) | $6,627 |
| Total | $412,326 |
Performance Compensation
Non-executive director awards are not performance-based; RSUs vest time-based, and DSUs vest immediately but pay out after board service ends.
| Element | Metric | Weight | Vesting/Terms | Notes |
|---|---|---|---|---|
| RSUs (Annual Award on May 7, 2024) | None (time-based) | ~65% of retainer | Vest on earlier of 1-year anniversary or day prior to next AGM; deferral election available; dividend equivalents credited | $200,000 grant-date fair value for non-Chair; Chair $255,000 |
| DSUs (through Aug 12, 2024) | None (time-based) | Historical mix (55%) | Vested immediately; cash paid only after service ends; quarterly in arrears; dividend equivalents credited | Final DSU grant Aug 12, 2024 |
Grant Detail Timeline (Oldest → Newest)
| Date | Instrument | Fair Value ($) | Units (#) |
|---|---|---|---|
| March 4, 2024 | DSU | $34,710 | 456 |
| May 13, 2024 | DSU | $34,602 | 447 |
| August 12, 2024 | DSU | $12,893 | 165 |
| May 15, 2024 | RSU | $202,012 | 2,657 |
Other Directorships & Interlocks
- Current: Mattamy Asset Management (private); no disclosed related-party transactions with RB Global since Jan 1, 2024 .
- Past public boards include GM, Maple Leaf Foods, Intact Financial; no compensation committee interlocks disclosed for 2024 RB Global Compensation Committee (Stephenson served; all members independent; no insider participation) .
Expertise & Qualifications
- Sector/functional expertise: Governance leadership (committee chair roles), compensation oversight, strategic planning, digital/automotive exposure; Board skills matrix flags broad business, financial/investment, marketing, organizational structure, sales, strategic planning, commercial equipment/automotive industries, digital transformation .
- Education: University of Toronto; Executive Program (UC Graduate School of Business Administration); Harvard AMP; honorary doctorates (Ryerson Polytechnic University and Western University); Officer of the Order of Canada .
Equity Ownership
- Holdings (as of March 20, 2025): 4,320 Common Shares; 4,243.83 DSUs; 2,656.66 RSUs .
- Ownership guidelines: Must hold Common Shares and/or DSUs worth ≥5x cash portion of annual retainer; Carol meets guidelines (Required: $550,000; Total equity ownership value: $846,723 based on $98.87 NYSE close on March 20, 2025) .
- Hedging/pledging: Company policy prohibits hedging or pledging of Company securities by directors and employees .
| Ownership & Alignment | Value/Units |
|---|---|
| Common Shares (#) | 4,320 |
| DSUs (#) | 4,243.83 |
| RSUs (#) | 2,656.66 |
| Guideline Multiple | 5x cash retainer ($110,000) = $550,000 required |
| Total Equity Ownership Value | $846,723 (Common + DSUs; RSUs excluded per policy) |
| Guideline Compliance | Yes |
Governance Assessment
- Strengths: Independent status; chairs Nominating & Governance; perfect attendance; robust ownership alignment; strong cross-industry governance and compensation expertise; prohibition on hedging/pledging supports alignment; majority voting policy enhances accountability .
- Signals: 2024 shareholder support for her election at 92.10% suggests broad but relatively lower support versus peers; continued engagement and committee leadership can bolster investor confidence .
- Conflicts/related-party exposure: None disclosed since Jan 1, 2024; Audit Committee oversight of related-party transactions; Code of Conduct requires disclosure and recusal; no indebtedness or transactions requiring disclosure involving Stephenson .
- Compensation risk for directors: Mix shifted to RSUs, time-based vesting—no performance risk dilution for directors; ownership guidelines and dividend equivalents maintain alignment .
Director Compensation — Component Detail
| Component | Policy Detail |
|---|---|
| Annual Retainer (Non-Chair) | $310,000 effective May 7, 2024; ~65% RSUs, ~35% cash (committee chair fees excluded) |
| Committee Chair Fees | Audit $20,000; Compensation $15,000; Nominating & Governance $15,000 |
| DSU Plan (legacy) | 55% of retainer in DSUs; vested immediately; paid after service; quarterly in arrears; final DSU grant on Aug 12, 2024 |
| RSU Plan (current) | Annual grant on AGM date; vest at 1-year or day before next AGM; dividend equivalents; deferral election permitted |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 89.3% FOR; Compensation Committee engaged top 50 shareholders on metrics and design; executive LTI metrics include Earnings CAGR and rTSR; capped payout framework .