Darren Watt
Chief Legal Officer at RBA
Executive
About Darren Watt
Chief Legal Officer (CLO) at RB Global (RBA). Age 53; joined RB Global in 2004 as in-house counsel; promoted to VP Legal Affairs (2012), General Counsel & Corporate Secretary (2013), SVP & General Counsel (Aug 29, 2016), and CLO (Apr 2023). Education: Law degree, University of British Columbia; Honours BA (International Relations), University of Toronto; member of the Law Society of British Columbia . In 2024, the company’s STI paid out at 158.6% of target on Agency Proceeds, OFCF and Adjusted EBITDA, and the 2022–2024 PSU cycle pays at 200% of target—evidence of strong Company-level performance alignment for senior leaders including the CLO . In Aug 2025, management realigned reporting so the CLO reports to the CFO, strengthening linkage of financial oversight with legal/ESG compliance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RB Global (RBA) | In-house Legal Counsel | 2004–2012 | Built internal legal capability during growth and platform evolution . |
| RB Global (RBA) | VP Legal Affairs | 2012–2013 | Expanded legal leadership; supported governance and compliance . |
| RB Global (RBA) | General Counsel & Corporate Secretary | 2013–2016 | Led corporate governance and legal risk management . |
| RB Global (RBA) | SVP & General Counsel | 2016–Apr 2023 | Senior executive oversight of legal; supported transformational initiatives . |
| RB Global (RBA) | Chief Legal Officer | Apr 2023–present | Executive legal leadership; integrated with finance and ESG reporting (reports to CFO as of Aug 2025) . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| McCarthy Tétrault LLP | Associate (Corporate Finance & Securities) | 1998–2004 | Transactional and securities expertise; foundation for public company legal leadership . |
Fixed Compensation
| Year | Base Salary (USD) | STI Target (%) | STI Actual (USD) |
|---|---|---|---|
| 2023 | $401,840 | 70% | $498,754 |
Notes:
- 2023 salary was increased from $325,600 to $425,000 (retroactive to Apr 1, 2023) amid IAA acquisition integration .
- 2024 NEO roster did not include the CLO; no 2024 CLO comp disclosed in the Summary Compensation Table .
Performance Compensation
2023 Long-Term Incentive Grants (grant date Aug 8, 2023)
| Instrument | Grant specifics | Vesting | Grant-date fair value (USD) |
|---|---|---|---|
| PSUs | Target 5,488; Max 10,796 | 3-year cliff; earned on Earnings CAGR and rTSR | $393,544 |
| RSUs | 2,744 units | Ratable over 3 years | $159,399 |
| Options | 9,040 @ $58.09 strike; 10-year term | 3-year ratable vest | $159,375 |
Total 2023 awarded compensation view (company’s disclosure): base $401,840; STI $498,754; PSUs $393,544; RSUs $159,399; Options $159,375; Total $1,612,912 .
Performance frameworks and outcomes
- STI performance measures (2024 cycle): Agency Proceeds (34%), Operating Free Cash Flow (33%), Adjusted EBITDA (33%); 2024 Company payout 158.6% of target .
- PSUs (2024–2026): 50% Earnings CAGR (threshold 10% → 50%, target 14% → 100%, max ≥18% → 200%), 50% rTSR vs Russell 3000 (25th/50th/75th percentile for threshold/target/max; capped at 100% if absolute TSR negative) .
- PSUs (2022–2024) results: Earnings CAGR 23% and OFCF/share $9.33 drove 200% of target payout (vesting Mar 14, 2025) .
2023 Vesting/Realizations
| Metric | 2023 Result |
|---|---|
| Options exercised (shares; value realized) | 644; $26,470 |
| Stock awards vested (shares; value realized) | 5,833; $344,393 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of Mar 18, 2024) | 112,262 common shares; <1% of class . |
| Options outstanding (selected) | 9,040 (8/8/23, $58.09, exp. 8/8/33) ; 7,902 unexercisable + 3,951 exercisable (3/15/22, $57.70, exp. 3/15/32) ; multiple tranches from 2016–2021 at strikes $24.07–$100.00 . |
| RSUs unvested (market value) | 2,767 units; $185,085 (12/29/2023 market $66.89) . |
| PSUs unearned/unvested (counts; market value) | 5,533 (2023–2025 cycle); $370,102; 3,325 (2022–2024 cycle); $222,409; 2,873 (2021 special); $192,175 (assumes 200% or 100% per award footnote; market $66.89) . |
| Stock ownership guidelines | Senior leaders required multiples (CEO 5x; ELT 3x; SVP 2x; VP 1x); NEOs met or are on track as of Dec 31, 2024 . |
| Pledging/Hedging | Company states no knowledge of pledges that may result in change of control; hedging policy not specifically disclosed in cited sections . |
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | Indefinite term; confidentiality; non-solicit 12 months; non-compete 12 months post-termination . |
| Termination without cause / good reason (example as of 12/31/2023) | Cash severance $625,006; STI $437,504; equity acceleration $207,032; benefits PV $3,278; total ~$1,272,821 . |
| Change-of-control (double trigger) economics | CoC definition includes >50% ownership, 25% with board change, or sale of substantially all assets . On CoC + qualifying termination: lump sum cash (1.5x base + 1.5x STI target + pro-rata STI; 2x for CEO), accelerated vesting of RSUs/PSUs, immediate vesting of all unvested options with 90-day exercise window; release required within 60 days . For CLO (example 12/31/2023): cash $625,006; STI $729,174; equity acceleration $1,387,124; benefits PV $6,273; total ~$2,747,577 . |
| Clawback / gross-ups | Not specifically disclosed in cited sections; perquisites disclosed at NEO level (car allowance, wellness, financial counseling) . |
Compensation Structure vs Performance Metrics
| Element | 2023 design for CLO |
|---|---|
| Cash | Base increased amid integration; STI metrics aligned to Acquisition-adjusted Company goals . |
| Equity mix shift | PSUs 50%, RSUs 25%, options 25% in 2023 (move toward more PSUs/RSUs; options continue but Company-wide trend reduces option usage in 2024) . |
| PSU metrics | Earnings CAGR and rTSR with 0–200% scaling (caps applied when absolute TSR negative) . |
| STI metrics | Agency Proceeds, OFCF, Adjusted EBITDA (0–200% scaling) . |
| Consultant & peer benchmarking | FW Cook engaged; peer group includes CPRT, EBAY, FICO, VRSK, TRU, WDAY, etc. (updated in 2024) . |
Performance Compensation – Detailed Table
| Metric | Weight | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| 2024 STI – Agency Proceeds ($M) | 34% | 3,207.0 | 3,336.3; contributes to 158.6% total payout | Cash (2024 STI) |
| 2024 STI – OFCF ($M) | 33% | 449.0 | 657.7; contributes to 158.6% total payout | Cash (2024 STI) |
| 2024 STI – Adjusted EBITDA ($M) | 33% | 1,261.0 | 1,305.7; contributes to 158.6% total payout | Cash (2024 STI) |
| 2022–2024 PSUs – Earnings CAGR | 50% | 10% (target) | 23% → 200% payout | Cliff vest Mar 14, 2025 |
| 2022–2024 PSUs – OFCF/share | 50% | 8.34 (target) | 9.33 → 200% payout | Cliff vest Mar 14, 2025 |
| 2023–2025 PSUs – Earnings CAGR | 50% | 14% (target) | To be determined | Cliff vest Mar 14, 2026 |
| 2023–2025 PSUs – rTSR (Russell 3000) | 50% | 50th percentile (target) | To be determined | Cliff vest Mar 14, 2026 |
| 2024–2026 PSUs – Earnings CAGR | 50% | 14% (target) | To be determined | Cliff vest Mar 14, 2027 |
| 2024–2026 PSUs – rTSR (Russell 3000) | 50% | 50th percentile (target) | To be determined | Cliff vest Mar 14, 2027 |
Risk Indicators & Red Flags
- No pledging known; no material legal proceedings disclosed for executives/officers in 2024–2025 .
- Equity awards shifted toward PSUs/RSUs (reduced option reliance in 2024 design) mitigates option repricing risk; double-trigger CoC reduces single-trigger windfalls .
- Perquisites modest and standard (car allowance, wellness exam, financial counseling) .
Investment Implications
- Alignment: CLO’s equity is predominantly PSUs/RSUs tied to earnings growth and rTSR, plus STI on cash and EBITDA—strong pay-for-performance linkage, with recent Company outcomes producing above-target payouts (STI 158.6%, LTI 200%), incentivizing durable EPS and cash generation .
- Selling pressure: 2025 and 2026 PSU cliffs and RSU ratable vesting could create periodic Form 4 activity; several option tranches have strikes above $66.89 (12/29/2023), limiting in-the-money exercises at lower price levels (e.g., 2021 tranches at $80/$90/$100) .
- Retention/CoC: Double-trigger CoC with accelerated vesting and 1.5x cash terms for non-CEO NEOs lowers flight risk but creates event-driven payout sensitivity; release requirement reduces litigation exposure .
- Governance: Reporting line to CFO centralizes legal/ESG with finance, likely improving disclosure rigor and controls—positive for valuation through reduced compliance risk .