Drew Fesler
About Drew Fesler
Drew Fesler is RB Global’s Chief People Officer; he was appointed to this role in September 2023 after serving as Senior Vice President (from October 2022) and Vice President (from September 2021) of the People Team. He is currently age 53 and holds an MBA from Vanderbilt University (Owen Graduate School of Management) and a BS in Industrial Engineering from the University of Tennessee, Knoxville . Company performance incentives during his tenure have emphasized Agency Proceeds, Operating Free Cash Flow (OFCF), Adjusted/Budgeted Non‑GAAP Operating Income for STI, and Earnings CAGR plus relative TSR for PSUs; the 2023 STI paid 167%–171% of target based on Company results, and the 2021–2023 PSU award paid 198% of target (Earnings CAGR 13.9%; OFCF/share $8.71) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RB Global | Chief People Officer | Appointed Sep 2023 | Leads human capital strategy aligned to changing business strategy and corporate objectives . |
| RB Global | SVP, People Team | Oct 2022 – Sep 2023 | Senior HR leadership during integration and transformation initiatives . |
| RB Global | VP, People Team | Sep 2021 – Oct 2022 | Built HR capability and alignment to corporate objectives . |
| Accenture | Consultant | 2019 – 2021 | Led human capital transformations for transportation, retail, and healthcare clients during M&A/restructurings . |
| Ameriprise Financial; ON Semiconductor; General Electric | Various leadership roles | Not disclosed | Cross‑discipline leadership, early career as engineer . |
External Roles
No public company board roles or external directorships disclosed for Drew Fesler .
Fixed Compensation
The Company discloses short‑ and long‑term incentive structures and perquisites for senior leaders and NEOs, but Drew Fesler is not listed among NEOs in 2024/2025; his individual base salary, target bonus, and actual bonus are not disclosed . Company pay elements include base salary, annual STI (0–200% payout based on Agency Proceeds, OFCF, Adjusted/Budgeted Non‑GAAP Operating Income, and in 2023 an IAA‑Adjusted EBITDA metric for certain senior leaders), and LTI in RSUs/PSUs (and historically stock options), with modest perquisites (car allowance, financial counseling, executive wellness) .
Performance Compensation
2023 Short‑Term Incentive (STI) – Standard Program
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Agency Proceeds ($M) | 33% | $1,127.0 | $1,173 | 167% of Target | Annual cash (STI structure) . |
| Operating Free Cash Flow ($M) | 33% | $128.0 | $202 | 167% of Target | Annual cash . |
| Budgeted Non‑GAAP Operating Income ($M) | 34% | $422.0 | $447 | 167% of Target | Annual cash . |
2023 Acquisition‑Adjusted STI (for certain senior leaders)
| Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Agency Proceeds ($M) | 25% | $1,127.0 | $1,173 | 171% of Target | Annual cash . |
| Operating Free Cash Flow ($M) | 25% | $128.0 | $202 | 171% of Target | Annual cash . |
| Budgeted Non‑GAAP Operating Income ($M) | 25% | $422.0 | $447 | 171% of Target | Annual cash . |
| IAA‑Adjusted EBITDA ($M) | 25% | $594.0 | $643 | 171% of Target | Annual cash . |
Long‑Term Incentives – Design and Results
- 2024 LTI design: 75% PSUs (Earnings CAGR and rTSR vs Russell 3000, capped at 200%; rTSR capped at 100% if absolute TSR negative) and 25% RSUs; program shifts away from stock options .
- 2023 LTI design: 50% PSUs (Earnings CAGR, rTSR vs Russell 3000), 25% RSUs, 25% stock options; PSUs cliff‑vest after 3 years; RSUs/options vest ratably over 3 years .
- 2021 Special Transformation Incentive Awards: Premium‑priced stock options ($80/$90/$100 strikes) with 6‑year term, cliff‑vest Aug 11, 2024; paired with PSUs; intended to motivate transformation and retention .
| PSU Award | Performance Period | Measures & Weights | Performance Outcome | Payout | Vest Date |
|---|---|---|---|---|---|
| 2021–2023 | Jan 1, 2021 – Dec 31, 2023 | 50% Earnings CAGR; 50% OFCF/share | Earnings CAGR 13.9%; OFCF/share $8.71 | 198% of Target | Feb 25, 2024 |
| 2022–2024 | Jan 1, 2022 – Dec 31, 2024 | 50% Earnings CAGR; 50% Cumulative OFCF/share | Not yet disclosed | 0–200% | Mar 14, 2025 |
| 2023–2025 | Jan 1, 2023 – Dec 31, 2025 | 50% Earnings CAGR; 50% rTSR vs Russell 3000 | Not yet disclosed | 0–200% | Mar 14, 2026 |
| 2021–2024 (Special) | Aug 1, 2021 – Jul 31, 2024 | Relative TSR vs S&P 500 | Not disclosed | 0–300% | Aug 11, 2024 |
Equity Ownership & Alignment
- Stock ownership guidelines: Executives are required to hold meaningful equity at multiples of base salary; guidelines apply to NEOs and other executives. The Company enforces “hold‑until‑met” and post‑exercise/post‑employment requirements; prior proxies detail multiples and completion for NEOs (illustrative tables shown for earlier years) .
- Hedging/pledging: Prohibited—employees, officers, and directors may not hedge Company stock or hold it in margin/pledge as collateral; robust clawback policy applies to incentive compensation upon financial restatement .
- Individual ownership for Drew Fesler is not separately disclosed in 2024/2025 beneficial ownership tables (Fesler is not listed among NEOs or directors in those tables) .
Employment Terms
- Company framework: Double‑trigger change‑of‑control provisions; no excise tax gross‑ups; no option repricing; clawback policy in place .
- Individual employment agreement, severance multiples, non‑compete/non‑solicit terms for Drew Fesler are not disclosed in available filings (no person‑specific 8‑K compensatory arrangements found in our search).
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $3,679.6M | $4,284.2M |
| EBITDA ($USD) | $1,034.7M* | $1,230.8M* |
- Values retrieved from S&P Global.
Compensation Peer Group (2024 benchmarking set)
| Peer Companies |
|---|
| Carvana; Copart; CoStar; eBay; Etsy; Expedia; Fair Isaac; Match Group; OPENLANE; TransUnion; TripAdvisor; Verisk; WillScot; Workday; Zillow . |
Governance and Shareholder Feedback
- Compensation principles: Align with shareholders; market‑competitive; avoid excessive risk; simple design .
- Say‑on‑pay approval historically strong: 95% (2019 meeting) and 96.3% (2020 meeting) .
Investment Implications
- Alignment: Fesler participates in a pay‑for‑performance system emphasizing cash generation (OFCF) and earnings growth (Earnings CAGR) with rTSR governance guardrails; hedging/pledging prohibitions and clawbacks strengthen alignment and reduce risk of misaligned incentives .
- Execution signals: Company‑level outcomes in 2023 drove high STI (167%–171%) and strong PSU realization (198%), indicating aggressive performance targets linked to transformation and integration (including IAA metrics) were met—supportive of culture and HR execution under the People function .
- Vesting/supply dynamics: The August 2024 cliff vesting of 2021 special awards (premium‑priced options and PSUs) created a defined vesting event; while individual Form 4 activity for Fesler was not available, such events can increase tax‑related share sales or exercises across senior leaders .
- Disclosure gap: Fesler is not an NEO in recent proxies, limiting visibility into his specific pay/ownership; monitoring future proxies and 8‑Ks for role changes or compensatory arrangements, plus insider filings, is advised to assess retention risk and trading behavior .