Chris Carlson
Chief Accounting Officer at RBA
Executive
About Chris Carlson
Chris Carlson, 43, was appointed Chief Accounting Officer of RB Global (RBA) effective August 24, 2025, after serving as SVP, Global Controller since 2023; prior to RBA he was Principal Accounting Officer, Treasurer, and Corporate Controller at IAA, Inc. from 2019 until IAA’s acquisition by RBA . In connection with his promotion, his pay mix was set at $350,000 base salary, 60% target short-term incentive, and 80% long-term incentive target, tying a majority of compensation to performance . Company performance underpins incentive outcomes: for 2024 the STI paid 158.6% of target on Agency Proceeds, Operating Free Cash Flow, and Adjusted EBITDA outperformance, while the 2022–2024 PSU cycle paid 200% based on Earnings CAGR and OFCF/share, indicating strong execution against goals during that period .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| RB Global (RBA) | Chief Accounting Officer | 2025–Present (effective Aug 24, 2025) | — |
| RB Global (RBA) | SVP, Global Controller | 2023–2025 | — |
| IAA, Inc. (acquired by RBA) | Principal Accounting Officer, Treasurer & Corporate Controller | 2019–2023 | — |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
| Element | Amount/Target | Effective/Notes |
|---|---|---|
| Base salary | $350,000 | Effective upon appointment as CAO (Aug 24, 2025) |
| Short‑Term Incentive (STI) target | 60% of base salary | Company annual STI program |
| Long‑Term Incentive (LTI) target | 80% of base salary | Increased from 60% to 80% with promotion |
Performance Compensation
Short‑Term Incentive (STI) – 2024 Program Design and Results
| Metric | Weight | Target | Actual Performance | Payout impact |
|---|---|---|---|---|
| Agency Proceeds ($M) | 34% | $3,207.0 | $3,336.3 | Contributed to above‑target payout |
| Operating Free Cash Flow ($M) | 33% | $449.0 | $657.7 | Contributed to above‑target payout |
| Adjusted EBITDA ($M) | 33% | $1,261.0 | $1,305.7 | Contributed to above‑target payout |
| Company‑wide 2024 STI payout | — | — | — | 158.6% of target |
Notes:
- STI metrics and weights: Agency Proceeds (34%), OFCF (33%), Adjusted EBITDA (33%); payouts 0–200% based on pre‑set targets .
Long‑Term Incentive (LTI) – Structure and Vesting
| Component | Weighting | Performance metrics and payout curve | Vesting |
|---|---|---|---|
| PSUs (2024–2026 design) | 75% of annual LTI value at target | 50% Earnings CAGR: Below 10% = 0%, 10% = 50%, 14% = 100%, 18%+ = 200%; 50% rTSR vs Russell 3000: <25th pct = 0%, 25th = 50%, 50th = 100%, 75th = 200%; rTSR capped at 100% if absolute TSR negative | Cliff vest after 3‑year performance period |
| RSUs | 25% of annual LTI value | Share‑price based (time‑vested) | Ratable over three years |
2022–2024 PSU outcome:
| Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout |
|---|---|---|---|---|---|---|
| Earnings CAGR | 50% | 6.0% | 10.0% | 14.0% | 23% | 200% |
| OFCF per share | 50% | $7.94 | $8.34 | $8.75 | $9.33 | 200% |
| Total | — | — | — | — | — | 200% of target |
Additional design features:
- Shift away from stock options in favor of RSUs/PSUs for senior leaders .
- No stock options were granted to NEOs in 2024 .
Equity Ownership & Alignment
| Policy/Practice | Details |
|---|---|
| Stock ownership requirements | CEO: 5x salary; ELT: 3x; Senior Vice Presidents: 2x; Vice President: 1x; 5‑year window to reach compliance; as of Dec 31, 2024, all NEOs met or were on track to meet requirements by their dates . |
| Anti‑hedging and anti‑pledging | Hedging (derivatives/short sales) and pledging of company securities are prohibited for all Insiders (directors, executive officers, and senior leaders); trades require pre‑clearance and must occur only in approved windows . |
| Clawback | Amended and Restated Executive Compensation Clawback Policy (Nov 7, 2023) requires recovery of incentive‑based compensation received by current/former executive officers during the three completed fiscal years preceding a required restatement, with limited exceptions (e.g., impracticality, legal conflicts) . |
| Equity award timing/practices | Board/Committee do not time grants around MNPI; no options granted in 2024 to NEOs . |
Note: Beneficial ownership totals, pledged shares, and vested/unvested breakdowns for Mr. Carlson were not disclosed in the reviewed filings.
Employment Terms
| Term | Detail |
|---|---|
| Appointment | Appointed Chief Accounting Officer effective August 24, 2025 . |
| Compensation terms with promotion | Base salary $350,000; STI target 60% of base; LTI target 80% of base . |
| Family relationships/related party transactions | No family relationships with directors/officers; no material interest in any Company transaction >$120,000 since the beginning of the last fiscal year . |
| Non‑compete / Non‑solicit | Company policy includes non‑competition and non‑solicitation terms in all senior leader employment agreements where permitted by law . |
| Change‑in‑control vesting | Double trigger required for accelerated vesting (change in control and qualifying termination) . |
| Insider trading policy | Trades only during pre‑established windows with pre‑clearance; hedging/pledging prohibited . |
Investment Implications
- Pay‑for‑performance alignment appears strong: Carlson’s mix (60% STI, 80% LTI target) puts the majority of compensation at risk and tied to company‑wide metrics (Agency Proceeds, OFCF, Adjusted EBITDA; PSUs on Earnings CAGR/rTSR), which should align with shareholders and incentivize disciplined execution .
- Retention outlook: PSUs cliff‑vest over three years and RSUs vest ratably over three years, creating multi‑year vesting “handcuffs”; with an 80% LTI target for the CAO role, equity is a central retention lever .
- Selling pressure risk: RSU ratable vesting can create periodic supply when windows open, but pre‑clearance, trading windows, and an anti‑pledging/hedging policy temper opportunistic selling and leverage risks .
- Governance and downside protection: A robust, Dodd‑Frank–compliant clawback policy and double‑trigger change‑in‑control vesting reduce windfall risk and strengthen accountability; no options were granted to NEOs in 2024, consistent with the shift to PSU/RSU structures .
- Performance signal: 2024 STI payout of 158.6% and 2022–2024 PSU payout of 200% indicate strong performance versus targets in the past cycle, a constructive backdrop for a newly promoted CAO tasked with sustaining execution quality and controls .