Eric Guerin
Chief Financial Officer at RBA
Executive
About Eric Guerin
Eric J. Guerin, age 53, has served as Chief Financial Officer of RB Global (RBA) since January 15, 2024. He previously held senior finance leadership roles as CFO of Veritiv (March 2023–Nov 2023 acquisition), EVP/CFO of CDK Global (through its July 2022 acquisition), and division finance leadership at Corning; earlier roles included Flowserve, Novartis, and Johnson & Johnson. He holds an MBA from St. John’s University, a BS in Accounting from the College of Staten Island, and CPA & CMA designations (inactive), and serves on the board of Skyworks Solutions, Inc. . Company pay-versus-performance shows five-year TSR outperformance versus the S&P/TSX peer group ($232 vs $145 per $100 invested), with 2024 net income of $413M and Agency Proceeds of $1,200M .
Company performance context (latest annual and quarterly):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $1,733.8* | $3,679.6* | $4,284.2* |
| EBITDA ($USD Millions) | $417.2* | $1,034.7* | $1,230.8* |
| Metric | Q4 2024 | Q1 2025 | Q2 2025 | Q3 2025 |
|---|---|---|---|---|
| Revenue ($USD Millions) | $1,141.6* | $1,108.6* | $1,186.0* | $1,092.7* |
| EBITDA ($USD Millions) | $327.0* | $306.7* | $323.5* | $285.8* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veritiv Corporation | Chief Financial Officer | Mar 1, 2023 – Nov 2023 | Led finance through sale/exit (company acquired) |
| CDK Global, Inc. | EVP & Chief Financial Officer | Through July 2022 | Navigated finance through sale/exit; SaaS retail tech exposure |
| Corning Incorporated | Division VP Finance; Division VP & Sector CFO (Glass Technologies) | Sep 2016 – Jan 2021 | Finance leadership across specialty glass, accountability for sector performance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Skyworks Solutions, Inc. | Director | Current | Semiconductor industry board oversight; governance and finance expertise |
Fixed Compensation
| Component (2024) | Structure / Amount |
|---|---|
| Base Salary | $630,000 target; paid $606,137 due to mid-Jan start |
| Target STI % | 100% of base salary ($630,000 target) |
| Actual STI Paid | $999,067 cash (reflects 2024 corporate payout calculus) |
| Sign-on Bonus | $500,000 |
| Equity Awards (Grant-date FV) | PSUs $3,098,755; RSUs $1,366,270; Options $0 |
2024 equity grants detail:
| Grant | Grant Date | Shares (#) | Grant-date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (target) | Mar 15, 2024 | 41,174 | $3,098,755 | 3-year performance period ending Dec 31, 2026; vest Mar 14, 2027 |
| RSUs | Mar 15, 2024 | 18,154 | $1,366,270 | Ratable over 3 years from Mar 15, 2024 |
Performance Compensation
Short-Term Incentive (STI) – 2024:
| Metric | Weight | Target | Actual | Payout Driver |
|---|---|---|---|---|
| Agency Proceeds ($M) | 34% | $3,207.0 | $3,336.3 | Over target |
| Operating Free Cash Flow ($M) | 33% | $449.0 | $657.7 | Exceeded maximum |
| Adjusted EBITDA ($M) | 33% | $1,261.0 | $1,305.7 | Over target |
| Total Corporate STI Payout | — | — | — | 158.6% of target (company-wide) |
Long-Term Incentive (LTI) – PSUs design (2024–2026):
| PSU Performance Metric | Weight | Threshold | Target | Max | Vesting/Payout |
|---|---|---|---|---|---|
| Earnings CAGR | 50% | 10% → 50% payout | 14% → 100% | ≥18% → 200% | Cliff vest after 3 years; payout 0–200% |
| rTSR vs Russell 3000 | 50% | 25th pct → 50% | 50th pct → 100% | 75th pct → 200% | If absolute TSR negative, capped at 100% for rTSR |
Prior PSU cycle (2022–2024) result: Earnings CAGR and OFCF/share achieved maximum, paying 200% of target (vest Mar 14, 2025) . 2021 special PSUs paid at 149.17% based on 75th percentile rTSR vs S&P 500 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | None reported as of March 20, 2025; <1% of class |
| Vested vs Unvested | 2024 grants outstanding: PSUs (41,174 target) and RSUs (18,154) per grant; no 2024 option exercises or stock vested for Guerin |
| Options | No option awards in 2024; company discontinued options in new awards under 2023 plan |
| Pledging/Hedging | Prohibited for all insiders; trading only during windows with preclearance |
| Stock Ownership Guidelines | ELT required to hold 3× base salary; five-year compliance window; all NEOs met/on track by year-end 2024 |
Employment Terms
| Provision | Terms |
|---|---|
| Appointment & Tenure | CFO effective Jan 15, 2024 |
| Agreement Term | Indefinite until terminated under agreement terms |
| Non-Compete / Non-Solicit | Non-compete during employment and for 12 months post-termination; non-solicit for 12 months post-termination |
| Clawback | SEC-compliant clawback covering incentive comp for prior 3 fiscal years upon restatement; applies regardless of misconduct |
| Severance (without cause / good reason) | 18 months’ base + 18 months’ target STI; pro-rata STI at target for year; accelerated/continued vesting per plan; up to 1 year benefits |
| Change-in-Control (double-trigger) | Lump-sum 1.5× base, 1.5× target STI, 1.5× benefits, pro-rata STI at target; full acceleration of RSUs/PSUs; options vest immediately with 90-day exercise |
| Estimated Payments (as of Dec 31, 2024) | Without cause: $945,000 cash severance, $945,000 STI, $1,824,109 equity acceleration, $1,893 benefits PV. CIC double-trigger: $945,000 cash severance, $1,575,000 STI, $5,466,125 equity acceleration, $1,893 benefits PV |
| Tax Gross-ups | Company policy: no excise or income tax gross-ups on severance benefits |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: 89.3% support in 2024; Committee retained FW Cook as independent advisor .
- LTI design updated to focus on Earnings CAGR and rTSR, with caps and guardrails (negative absolute TSR cap) reflecting investor feedback .
Expertise & Qualifications
- MBA (St. John’s), BS Accounting (College of Staten Island), CPA & CMA (inactive), extensive CFO experience including public-company M&A execution (Veritiv, CDK), and operational finance leadership in industrials and tech; current public company directorship (Skyworks) .
Performance Context & Track Record
| Measure | 2024 Result |
|---|---|
| Company Net Income ($M) | $413 |
| Agency Proceeds ($M) | $1,200 |
| Five-year TSR vs Peer | Company $232 vs S&P/TSX peer group $145 (per $100 invested) |
Investment Implications
- Alignment: Compensation mix is majority at-risk with rigorous STI (cash generation emphasis) and PSU metrics (earnings growth and rTSR) including caps; hedging/pledging prohibited; ELT 3× salary stock ownership guidelines with on-track compliance—strong alignment but current direct ownership for Guerin is minimal (alignment primarily via unvested equity) .
- Retention risk and triggers: Material severance (18-month cash + pro-rata STI) and robust double-trigger CIC economics (1.5× multiples; full equity acceleration) reduce voluntary departure risk but can lead to equity settlement events under CIC—monitor event risk for potential supply and compensation expense impacts .
- Selling pressure: No 2024 option exercises or vesting for Guerin; primary sell pressure would arise at future RSU annual tranches and PSU cliff dates; monitor 2027 PSU cliff (2024–2026 cycle) .
- Pay-for-performance signals: 2024 STI paid at 158.6% of target on strong OFCF and EBITDA; 2022–2024 PSU cycle certified at 200%—near-max payout momentum; TSR outperformance supports confidence, but PSU rTSR exposure adds market sensitivity in downturns (cap if absolute TSR negative) .
- Governance quality: No tax gross-ups; clawback implemented per SEC rules; independent comp committee with outside advisor; high say-on-pay support—low governance risk profile .