Jeff Jeter
Chief Revenue Officer at RBA
Executive
About Jeff Jeter
Jeff Jeter, age 66, is Chief Revenue Officer of RB Global (RBA); he was appointed in September 2023 and notified the Company of his retirement effective March 31, 2026, after which he will serve as an advisor through 2026 . He holds a B.A. from Wake Forest University and an M.B.A. from Mercer University, and previously led IronPlanet’s U.S. and international sales and new market launches with earlier senior roles at PRTM, Manugistics, and Iomega/EMC . RB Global’s 2024 performance (used for incentive pay) exceeded targets: Agency Proceeds $3,336.3M vs $3,207.0M, Operating Free Cash Flow $657.7M vs $449.0M, and Adjusted EBITDA $1,305.7M vs $1,261.0M, driving a 158.6% of target STI payout; 2022–2024 PSUs paid 200% of target on Earnings CAGR and OFCF/share . Company policy prohibits hedging and pledging of Company securities, requires trading preclearance, and imposes clawback terms aligned with SEC rules, shaping how and when executives can liquidate awards .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IronPlanet | President | — | Led US/international sales and new business planning; identified strategic initiatives and drove new market launches |
| PRTM Management Consultants | Senior Principal | — | Helped lead customer experience consulting for Fortune 1000 companies |
| Manugistics Group, Inc. (NASDAQ: MANU) | SVP Marketing | — | Executed global marketing strategies; managed new business development and sales operations |
| Iomega (EMC) | International assignments | — | Two international assignments in storage and network security markets |
External Roles
- None disclosed for Jeter in Company proxy statements .
Fixed Compensation
| Year | Base Salary ($) | Target STI (% of salary) | Actual STI Paid ($) | LTI Target ($) | Total Awarded Compensation ($) |
|---|---|---|---|---|---|
| 2024 | 600,000 | 125% | 1,189,365 | 2,850,000 | 4,639,386 |
Notes:
- Company indicates no stock options were granted to NEOs in 2024 (shift to PSUs/RSUs) .
Performance Compensation
2024 Short-Term Incentive (STI) – Design and Results
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Agency Proceeds ($M) | 34% | 3,207.0 | 3,336.3 | Included in total payout |
| Operating Free Cash Flow ($M) | 33% | 449.0 | 657.7 | Included in total payout |
| Adjusted EBITDA ($M) | 33% | 1,261.0 | 1,305.7 | Included in total payout |
| Total STI Payout | — | — | — | 158.6% of target |
PSUs – 2024–2026 Design (Grant year 2024)
| Performance Metric | Weight | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Earnings CAGR | 50% | 10% (50% payout) | 14% (100% payout) | ≥18% (200% payout) | Non-GAAP; focuses on earnings growth |
| Relative TSR (rTSR vs Russell 3000) | 50% | 25th percentile (50%) | 50th percentile (100%) | 75th percentile (200%) | If absolute TSR is negative, rTSR payout capped at 100% |
PSUs – Outstanding Awards and Vesting Timeline
| Award | Performance Period | Measures & Weighting | Potential Payout | Vest Date |
|---|---|---|---|---|
| 2021–2024 (Special Transformation) | Aug 1, 2021 – Jul 31, 2024 | rTSR vs S&P 500 constituents | 0–300% | Aug 11, 2024 |
| 2022–2024 | Jan 1, 2022 – Dec 31, 2024 | 50% Earnings CAGR; 50% Cumulative OFCF/share | 0–200% | Mar 14, 2025 |
| 2023–2025 | Jan 1, 2023 – Dec 31, 2025 | 50% Earnings CAGR; 50% rTSR vs Russell 3000 | 0–200% | Mar 14, 2026 |
| 2024–2026 | Jan 1, 2024 – Dec 31, 2026 | 50% Earnings CAGR; 50% rTSR vs Russell 3000 | 0–200% | Mar 14, 2027 |
2022–2024 LTI Results (Earned March 14, 2025)
| LTI Measure | Weight | Threshold | Target | Maximum | Performance Result | Payout |
|---|---|---|---|---|---|---|
| Earnings CAGR | 50% | 6.0% | 10.0% | 14.0% | 23% | 200% of target |
| OFCF per share | 50% | $7.94 | $8.34 | $8.75 | $9.33 | 200% of target |
Equity Ownership & Alignment
- Beneficial Ownership: 87,018 shares; less than 1% of class .
- Ownership Requirements: Senior leaders must maintain stock ownership of at least one times salary .
- Hedging/Pledging: Prohibited for all insiders; trades require preclearance and limited to open trading windows .
- Clawback: Recovery of incentive compensation for three years preceding any required accounting restatement, even absent misconduct, with limited exceptions .
Unvested Equity and Options Detail (as of Dec 31, 2024)
| Award Type | Grant Date | Quantity | Status | Strike/Price | Expiration/Vest | Market/Payout Value ($) |
|---|---|---|---|---|---|---|
| PSUs | Mar 15, 2024 | 28,690 | Unearned (2024–2026) | — | Vests Mar 14, 2027 | 2,588,116 |
| PSUs | Mar 15, 2024 | 28,690 | Unearned (2024–2026) | — | Vests Mar 14, 2027 | 2,588,116 |
| RSUs | Mar 15, 2024 | 9,563 | Unvested | — | Equal annual installments over 3 years from Mar 15, 2024 | 862,675 |
| Stock Options | Aug 8, 2023 | 4,821 | Exercisable | $58.09 | Aug 8, 2033 | — |
| Stock Options | Aug 8, 2023 | 9,643 | Unexercisable | $58.09 | Aug 8, 2033 | — |
| PSUs | Aug 8, 2023 | 17,948 | Unearned (2023–2025) | — | Vests Mar 14, 2026 | 1,619,068 |
| RSUs | Mar 15, 2023 | 2,992 | Unvested | — | Equal annual installments over 3 years from Mar 15, 2023 | 269,903 |
| Stock Options | Mar 15, 2022 | 9,656 | Exercisable | $57.70 | Mar 15, 2032 | — |
| Stock Options | Mar 15, 2022 | 4,827 | Unexercisable | $57.70 | Mar 15, 2032 | — |
| PSUs | Mar 15, 2022 | 8,238 | Unearned (2022–2024) | — | Vests Mar 14, 2025 | 743,096 |
| Stock Options | Aug 12, 2021 | 7,744 | Exercisable | $80.00 | Aug 12, 2027 | — |
| Stock Options | Aug 12, 2021 | 9,563 | Exercisable | $90.00 | Aug 12, 2027 | — |
| Stock Options | Aug 12, 2021 | 11,706 | Exercisable | $100.00 | Aug 12, 2027 | — |
| Stock Options | Feb 25, 2021 | 17,046 | Exercisable | $54.83 | Feb 25, 2031 | — |
| Stock Options | Mar 5, 2020 | 3,072 | Exercisable | $40.64 | Mar 5, 2030 | — |
Notes:
- Accelerated vesting valuation for termination calculations used a closing price of $90.21 as of Dec 31, 2024 .
- Equity plan burn rate was 0.64% in 2024; remaining securities available under equity plans detailed in proxy .
Employment Terms
| Scenario | Cash Severance ($) | STI Cash ($) | Equity Acceleration ($) | Group Benefits PV ($) | Total Termination Benefits ($) |
|---|---|---|---|---|---|
| Termination without “Cause” or for “Good Reason” | 900,000 | 1,125,000 | 3,943,365 | 34,783 | 6,003,148 |
| Termination without “Cause” or “Good Reason” following Change of Control (Double Trigger) | 900,000 | 1,875,000 | 6,794,406 | 34,783 | 9,604,189 |
- Change-of-control acceleration requires a double trigger; Company prohibits option repricing, spring-loading, and backdating .
- Insider Trading Policy requires preclearance; hedging and pledging are prohibited .
- Non-compete and non-solicit provisions included in employment agreements “where permitted by law” (durations not disclosed) .
- Clawback Policy mandates recovery of incentive-based compensation upon restatement, covering the three preceding years, even without misconduct, with limited exceptions .
Compensation Structure, Peer Group, and Benchmarking
- 2024 compensation elements: Base Salary, annual STI (Agency Proceeds, OFCF, Adjusted EBITDA), PSUs (Earnings CAGR, rTSR), RSUs (ratable vesting); majority of pay at-risk .
- Peer group used for benchmarking includes Carvana, Copart, CoStar, eBay, Etsy, Expedia, Fair Isaac, Match, OPENLANE, TransUnion, TripAdvisor, Verisk, WillScot, Workday, Zillow; three companies added in 2024 (Carvana, Workday, TransUnion) .
- Company targets market-median positioning, with adjustments for role responsibilities, experience, and performance; FW Cook serves as independent consultant; Compensation Committee fully independent .
Investment Implications
- High pay-for-performance alignment: 2024 STI paid 158.6% of target and 2022–2024 LTI earned 200% of target, indicating strong execution on cash generation and earnings growth metrics that are material to equity value (OFCF and Earnings CAGR) .
- Upcoming retirement and advisory status through 2026 reduce immediate retention risk but create known vesting/sale windows around March 2025/2026/2027, though hedging/pledging prohibitions and preclearance/timing policies mitigate opportunistic selling pressure .
- Equity alignment exists via significant unearned PSUs and unvested RSUs; double-trigger CoC protection and clawback rules temper downside governance risk while maintaining at-risk incentives .
- Beneficial ownership is <1%, so incremental alignment depends on PSU/RSU performance; monitoring PSU outcome versus rTSR peers and Earnings CAGR targets is key for trading signals into vest dates .