Gregory Morrison
About Gregory B. Morrison
Gregory B. Morrison (age 65) is an independent director of RB Global (RBA), elected May 7, 2024. He is the former SVP & Corporate CIO of Cox Enterprises (2002–Jan 2020), with prior senior IT leadership roles at Prudential Financial (1989–2002) and RealEstate.com (COO, 2000), and earlier service as a commissioned officer in the U.S. Army (1982–1989). He holds a B.S. in Mathematics & Physics (South Carolina State University) and an M.S. in Industrial Engineering (Northwestern University); his board profile emphasizes cybersecurity, large-scale business transformations, and technology deployment expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cox Enterprises, Inc. | SVP & Corporate CIO | Feb 2002 – Jan 2020 | Led corporate IT strategy, cybersecurity oversight, and enterprise-scale technology deployments |
| RealEstate.com | EVP & COO | 2000 | Operations leadership at tech marketplace business |
| Prudential Financial | IT leadership roles including CIO | 1989 – 2002 | Technology leadership across functions |
| U.S. Army | Commissioned Officer | 1982 – 1989 | Leadership and operations experience |
External Roles
| Organization | Role | Tenure | Committees/Chair Positions |
|---|---|---|---|
| Veritex Holdings (bank) | Director | Current | Chair: Corporate Governance & Nominations; Chair: Technology; Member: Audit |
| Rollins Inc. | Director | Current | Chair: Human Capital & Compensation; Member: Audit |
| Veritiv Corp (acquired by CD&R) | Director (past) | Past 5 years | Audit & Finance; Compensation & Leadership Development |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director under NYSE and Canadian rules |
| Committees | Audit Committee; Compensation Committee |
| Committee composition (board-wide) | Audit: Bales, DeWitt (Chair), Morrison, Stein; Compensation: Sieger (Chair), O’Day, Morrison, Stephenson |
| Audit Committee financial literacy | Board determined all Audit Committee members are financially literate |
| Attendance (FY2024) | Board 6/6; Audit 2/2; Compensation 2/2; 100% from appointment (elected/appointed May 8, 2024) |
| Years of service | Director since May 7, 2024 |
| 2024 election support | Votes For: 164,039,842; 99.76% |
| Board leadership | Independent Chair: Robert G. Elton |
Fixed Compensation
| Year | Cash Fees ($) | Committee Chair Fees ($) | All Other ($) | Total Cash + Other ($) |
|---|---|---|---|---|
| 2024 | 71,559 | 0 (not a chair) | 2,243 (dividend equivalents/tax advice) | 73,802 |
Board-wide non-executive director pay structure (effective May 7, 2024): Annual retainer increased to $310,000 (non-chair) and $410,000 (Chair), with approximately 65% paid in RSUs; committee chair fees unchanged (Audit $20k; Compensation $15k; Nominating & Corporate Governance $15k) .
Performance Compensation
| Grant Date | Award Type | Units Granted (#) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|
| May 15, 2024 | RSUs | 2,657 | 202,012 | Vests on earlier of 1-year anniversary or day prior to next AGM; dividend equivalents accrue; directors may elect to defer settlement |
Note: Director equity is time-based RSUs; no performance-vesting metrics apply to director awards at RBA .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Veritex Holdings (Chair: Corporate Governance & Nominations; Chair: Technology; Audit member); Rollins Inc. (Chair: Human Capital & Compensation; Audit member) |
| Past public boards (5 yrs) | Veritiv Corp (committees: Audit & Finance; Compensation & Leadership Development) |
| Compensation committee interlocks | None disclosed for RBA’s Compensation Committee (members included Morrison) |
| Related party / transactions | None disclosed requiring approval; Audit Committee reviews any related person transactions >$120,000; no such transactions since Jan 1, 2024 |
Expertise & Qualifications
- Cybersecurity and risk oversight; large organization experience; strategic planning; digital transformation; finance/investment; audit-relevant literacy (as Audit Committee member and board matrix) .
- Board skills matrix indicates Morrison brings CEO experience, overseas experience, accounting expertise, cybersecurity & risk oversight, organizational structure, sales, strategic planning, commercial equipment/auto industry exposure, and digital transformation .
Equity Ownership
| Security | Amount | As-of Date |
|---|---|---|
| Common Shares | 0 | March 20, 2025 |
| DSUs | 0 | March 20, 2025 |
| RSUs (unvested) | 2,656.66 | March 20, 2025 |
Ownership guidelines for non-executive directors: 5x cash portion of annual retainer; unvested RSUs are excluded from the guideline calculation. Morrison is within the five-year compliance window to meet the $550,000 guideline (based on $110,000 cash retainer; NYSE close $98.87 on Mar 20, 2025 used for valuation in the proxy’s table) .
| Item | Value |
|---|---|
| Ownership guideline multiple | 5x cash retainer |
| Cash retainer basis | $110,000 |
| Required ownership | $550,000 |
| Countable holdings (shares + DSUs) | None as of Mar 20, 2025 |
| Compliance status | N/A (within five-year phase-in) |
Governance Assessment
-
Strengths
- Independent director with 100% attendance since appointment; active on Audit and Compensation Committees; Audit Committee members deemed financially literate .
- Deep cybersecurity and large-scale technology transformation expertise; chairs multiple governance/technology and compensation committees at other public companies, signaling strong committee leadership credentials .
- Strong shareholder support in 2024 election (99.76% For) .
- No related-party transactions or compensation committee interlocks disclosed; no material legal proceedings; timely Section 16(a) filings in FY2024 .
-
Watch items / RED FLAGS
- Ownership alignment: as a new director he holds no common shares or DSUs as of Mar 20, 2025; unvested RSUs (2,656.66) do not count toward the 5x retainer ownership guideline. He remains within the five-year compliance period; monitor progress toward guideline by May 2029 .
- External load: multiple outside public company boards with committee chair roles may present time-commitment considerations; mitigated thus far by 100% RBA attendance post-appointment .