Jim Kessler
About Jim Kessler
Jim Kessler, age 52, is RB Global’s Chief Executive Officer and a director since August 1, 2023; he previously served as Chief Operating Officer (May 2020) and President & COO (September 2021). He holds an undergraduate degree and MBA from Saint Joseph’s University . Under Kessler’s leadership in 2024, RB delivered strong performance vs targets: Agency Proceeds of $3,336.3M vs $3,207.0M target, Adjusted EBITDA of $1,305.7M vs $1,261.0M target, and Operating Free Cash Flow of $657.7M vs $449.0M target, driving a 158.6% STI payout . The Pay-Versus-Performance table shows RB’s TSR value rose to 232 (from a $100 base) in 2024, with Net Income of $413M and Agency Proceeds of $1,200M (as defined in the table) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| RB Global | Chief Executive Officer | Aug 2023–present | CEO and director; compensation program refined; strong 2024 performance |
| RB Global | President & Chief Operating Officer | Sep 2021–Aug 2023 | Led marketplace transformation; due diligence/execution of IAA acquisition synergies |
| RB Global | Chief Operating Officer | May 2020–Sep 2021 | Operations leadership; signed employment/change-of-control agreements |
| Caliber Collision | President, Emerging Business | 2019–2020 | Scaled adjacent businesses to complement collision repair |
| ABRA Auto Body & Glass | Chief Operating Officer | 2017–2019 | Led merger integration with Caliber to form largest U.S. consolidator |
| vRide | CFO/COO | 2013–2016 | Finance and operations leadership in mobility platform |
| Pep Boys | Various leadership roles | — | Officer-level roles across finance, merchandising, operations |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Percheron Capital | Operating Advisor | — | Advises PE on building essential services businesses |
Fixed Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $575,000 | $781,250 | $850,000 |
| Target STI (% of salary) | 75% (COO terms) | 125% (CEO terms) | 125% |
| Target STI ($) | — | — | $1,062,500 |
| All Other Compensation ($) | $109,052 | $174,201 | $344,493 (incl. car allowance $15,000; 401k match $13,800; PSU/RSU dividend equivalents $315,694) |
Performance Compensation
Summary Compensation and Pay Mix
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $916,000 | $10,212,124 | $11,775,480 |
| Option Awards ($) | $838,710 | $2,943,875 | — |
| Non-Equity Incentive (STI) ($) | $1,086,106 | $1,816,875 | $1,684,934 |
| Total Compensation ($) | $3,524,868 | $15,928,325 | $14,654,908 |
2024 STI Payout Detail
| Metric | Weight | Target | Actual 2024 | Payout |
|---|---|---|---|---|
| Agency Proceeds ($M) | 34% | $3,207.0 | $3,336.3 | Contributes to 158.6% overall |
| Operating Free Cash Flow ($M) | 33% | $449.0 | $657.7 | Contributes to 158.6% overall |
| Adjusted EBITDA ($M) | 33% | $1,261.0 | $1,305.7 | Contributes to 158.6% overall |
| Total STI Payout | — | — | — | 158.6% of target |
LTI Structure and Results
- 2024 annual LTI target mix: 75% PSUs ($8,831,610), 25% RSUs ($2,943,870) .
- 2024 grants: PSUs target 117,348 units; RSUs 39,116 units (3-year ratable vesting) .
| PSU Cohort | Performance Period | Metrics & Weighting | Results | Payout | Vest Date |
|---|---|---|---|---|---|
| 2022–2024 | 1/1/2022–12/31/2024 | 50% Earnings CAGR; 50% OFCF/share | Earnings CAGR: 23%; OFCF/share: $9.33 | 200% of target | Mar 14, 2025 |
| 2023–2025 | 1/1/2023–12/31/2025 | 50% Earnings CAGR; 50% rTSR vs Russell 3000 | — | 0–200% | Mar 14, 2026 |
| 2024–2026 | 1/1/2024–12/31/2026 | 50% Earnings CAGR; 50% rTSR vs Russell 3000 | — | 0–200% | Mar 14, 2027 |
| 2021 Special | 8/12/2021–8/11/2024 | rTSR vs S&P 500; PPOs at $80/$90/$100 strikes | rTSR 75th percentile; 149.17% payout | 149.17% | Aug 11, 2024 |
2024 Exercises and Vesting
| Event | Shares | Value |
|---|---|---|
| Options exercised (2024) | 53,649 | $2,263,809 |
| Stock awards vested (2024) | 52,210 | $3,829,274 |
Equity Ownership & Alignment
- Beneficial ownership: 306,102 shares; <1% of class .
- Stock ownership guidelines: CEO must hold 5x annual base salary; all NEOs have met or are on track to meet requirements within 5 years .
- Hedging/pledging: Prohibited for all insiders, including directors and executive officers; trades require preclearance and are allowed only in open windows .
Outstanding Equity Awards (as of Dec 31, 2024)
| Award | Grant Date | Status | Quantity | Price/Value | Key terms |
|---|---|---|---|---|---|
| PSUs (2024–2026) | Mar 15, 2024 | Unearned | 118,538 | $10,693,312 MV | Vest Mar 14, 2027 |
| RSUs (2024) | Mar 15, 2024 | Unvested | 39,513 | $3,564,468 MV | 3-year ratable vest from Mar 15, 2024 |
| PSUs (2023–2025) | Aug 8, 2023 | Unearned | 207,188 | $9,345,215 MV | Vest Mar 14, 2026 |
| RSUs (2023) | Aug 8, 2023 | Unvested | 34,532 | $3,115,132 MV | 3-year ratable vest from Mar 15, 2023 |
| PSUs (2022–2024) | Mar 15, 2022 | Unearned | 33,832 | $3,051,984 MV | Vest Mar 14, 2025 |
| Options | Aug 8, 2023 | Exercisable/Unexercisable | 55,660 / 111,321 | $58.09 strike; exp 8/8/2033 | 90-day post-termination exercise |
| Options | Feb 25, 2021 | Exercisable | 45,658 | $54.83 strike; exp 2/25/2031 | — |
| PPO Options | Aug 12, 2021 | Exercisable | 20,742 / 25,615 / 31,355 | $80/$90/$100 strikes; exp 8/12/2027 | Special 2021 award |
| Options | Mar 15, 2022 | Exercisable/Unexercisable | 39,656 / 19,827 | $57.70 strike; exp 3/15/2032 | — |
Employment Terms
- Current CEO employment agreement: Base salary $850,000; target STI 125% (max 200%); annual LTI target $11.4M; benefits/perqs per plan . Non-compete and non-solicit covenants for 12 months post-termination across U.S. and Canada; resignation requires 3 months’ notice .
- Termination without cause or for good reason: 2x base salary and 2x target STI; pro rata STI at target for year of termination; equity per plan; extended health/dental for up to 2 years .
- Change-of-control (double trigger): Lump-sum 2x base salary, 2x target STI, and 2x benefit premiums; accelerated vesting of RSUs/PSUs; immediate vesting of all options with 90-day post-termination exercise window; requires signed release .
- Estimated termination benefits (as of 12/31/2024): Without cause/good reason total $26,700,414; double-trigger change-of-control total $42,950,463 (severance cash $1,700,000; STI cash $2,125,000/$3,187,500; equity acceleration $22,832,210/$38,005,357; group plan benefits $43,204/$57,606) .
- Resignation terms: No STI payout; unvested options cancelled; 90 days to exercise vested options; unvested PSUs/RSUs forfeited unless retirement conditions met .
- Clawback policy: Restatement-based recovery of incentive compensation for prior 3 years, per SEC/NYSE rules; limited exceptions .
- Governance “What we don’t do”: No tax gross-ups on severance; no repricing/backdating/spring-loading; hedging/pledging prohibited .
- Indemnity agreements: Company indemnifies NEOs for claims arising from service .
Board Governance
- Board service: Director since Aug 1, 2023; not independent due to CEO role; no committee memberships .
- Board composition: 10 directors; majority independent; Independent Chair (Robert G. Elton) .
- Attendance: Kessler attended 7/7 board meetings in 2024; independents held executive sessions at each meeting .
- Director ownership guidelines: Non-executive directors must hold equity equal to 5x cash retainer; compliance tracked .
- Say-on-Pay: 2024 advisory vote approval was 89.3% .
Equity Ownership & Trading Signals
| Item | Detail |
|---|---|
| Beneficial ownership | 306,102 shares; <1% of common shares outstanding |
| Stock ownership guidelines | CEO 5x salary; NEOs on track/compliant within five years |
| Hedging/pledging | Prohibited for all insiders; trades only in open windows with preclearance |
| 2024 exercises/vesting | 53,649 options exercised ($2.26M realized); 52,210 stock awards vested ($3.83M realized) |
| Upcoming vest dates | PSUs: Mar 14, 2025/2026/2027; RSUs: 3-year ratable vesting cycles |
| Outstanding options | Mix of 2021–2023 grants; expirations 2027–2033; strikes $54.83–$100 |
Compensation Structure Analysis
- Majority of pay at risk: 2024 LTI ($11.775M target; 75% PSUs) and STI (125% of salary) dominate; no 2024 option grants; program explicitly shifted from options to RSUs/PSUs to align with shareholder value .
- Performance metrics tightened: STI tied to Agency Proceeds, OFCF, Adjusted EBITDA (0–200% payout); PSUs tied to Earnings CAGR and rTSR with caps; absolute TSR negative caps rTSR payout at 100% .
- Benchmarking: Target pay positioned near market median across peer group; peer group expanded (Carvana, Workday, TransUnion) .
- Shareholder response: 89.3% Say-on-Pay approval indicates general support for structure .
Employment Terms (Restrictive Covenants)
| Provision | Term |
|---|---|
| Non-compete | 12 months post-termination (U.S. and Canada) |
| Non-solicit (employees/clients) | 12 months post-termination |
| Garden leave | Not specified |
| Post-termination consulting | Not specified |
| Auto-renewal | Not specified |
Investment Implications
- Strong pay-for-performance alignment: 2024 STI payout at 158.6% and 2022–2024 PSUs at 200% reflect outperformance vs budgeted targets, emphasizing cash generation and earnings growth—positive for execution quality and near-term cash flow trajectory .
- Retention risk manageable: Double-trigger CIC with 2x multiples and substantial unearned PSUs/RSUs create retention hooks; prohibitions on hedging/pledging enhance alignment; no gross-ups reduces shareholder-unfriendly optics .
- Trading/vesting signals: Significant PSU/RSU vest dates (Mar 2025/2026/2027) and option expirations (2027–2033) may define planned sales windows; 2024 exercises/vestings suggest periodic liquidity needs—watch insider trading windows and vest calendars for potential supply .
- Governance comfort: Independent Chair, majority independent board, regular executive sessions, and solid attendance mitigate CEO-director dual-role concerns; Kessler not on board committees, preserving committee independence .
- Shareholder sentiment: 89.3% Say-on-Pay approval in 2024 supports the compensation framework; continued monitoring recommended if metrics or peer group shifts occur .