Michael Sieger
Director at RBA
Board
About Michael Sieger
Michael Sieger, age 63, is an independent director of RB Global (RBA) based in Miami Beach, FL. He joined the Board on March 20, 2023, and currently serves as Chair of the Compensation Committee . Sieger spent over three decades at The Progressive Corporation, retiring as Claims President in January 2022; he holds a B.S. in Electrical Engineering from Case Western Reserve University and an MBA from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Progressive Corporation (NYSE: PGR) | Claims President | 2015–Jan 2022 | Led claims organization; public company executive experience |
| The Progressive Corporation | General Manager, Claims Process | 2007–2015 | Strategic/operational leadership in claims |
| The Progressive Corporation | General Manager, Northeast Field Claims | 1999–2007 | Regional field claims leadership |
| The Progressive Corporation | General Manager, WA and PA | 1996–1999 | Regional general management |
| The Progressive Corporation | Product Manager, MS | 1992–1996 | Product management |
| The Progressive Corporation | Product Manager, Corporate Marketing | 1990–1992 | Corporate marketing leadership |
| Frank Lynn & Associates | Consultant | 1989–1990 | Consulting experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Crash Champions, LLC (private) | Director | Current | Private collision repair company |
| IAA, Inc. (previously publicly traded) | Director | Past five years | Previously public auto auction company |
Board Governance
- Independence: The Board affirmed Sieger’s independence under NYSE and Canadian NI 58-101/52-110; no transactions or relationships required consideration for independence in 2024 .
- Committee Assignments: Chair, Compensation Committee; members include Sieger, Timothy O’Day, Gregory Morrison, and Carol Stephenson; charter updated November 2024; committee met five times in 2024 .
- Attendance and Engagement: Board held seven meetings in 2024, with executive sessions at each; Sieger attended 7/7 Board and 5/5 Compensation Committee meetings (100%) .
- Risk Oversight and Interlocks: Compensation Committee oversees compensation risk; during 2024, members (including Sieger) had no compensation committee “interlocks” or relationships requiring SEC disclosure; no cross-directorships with executives of other entities .
- Succession Planning Oversight: Board moved formal succession planning under the Compensation Committee to integrate with talent strategy oversight in 2024 .
Fixed Compensation
| Component | FY 2024 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 123,515 | Includes Board retainer and committee chair fees |
| All Other Compensation ($) | 4,355 | Dividend equivalents and tax advice reimbursement methodology |
| Total ($) | 410,054 | Sum of cash, stock awards, and other |
Performance Compensation
| Grant | Mar 4, 2024 (DSU) | May 13, 2024 (DSU) | May 15, 2024 (RSU) | Aug 12, 2024 (DSU) | DSUs & RSUs held as of Dec 31, 2024 |
|---|---|---|---|---|---|
| Fair Value ($) | 34,710 | 34,602 | 202,012 | 12,893 | — |
| Units Granted (#) | 456 | 447 | 2,657 | 165 | 4,856 |
- Program design: DSUs were awarded quarterly in arrears; company switched to granting RSUs effective May 7, 2024, with the final DSU grant on August 12, 2024 .
- Accounting: Grant date fair values calculated per ASC 718; excludes estimated forfeitures .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Election Support | Votes For: 160,878,082; Percentage For: 97.84% (2024) |
| Compensation Committee Interlocks | None; no executive cross-memberships in 2024 |
Expertise & Qualifications
- Sector experience: Extensive automotive insurance leadership; strategic planning and operations background from Progressive .
- Education: B.S. Electrical Engineering (Case Western Reserve University); MBA (University of Chicago) .
- Board capacity: Serves as Chair of Compensation Committee; active engagement in succession planning oversight .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Shares Owned (#) | 3,036.53 | As of March 20, 2025 |
| DSUs Held (#) | 2,198.59 | As of March 20, 2025 |
| RSUs Held (#) | 2,656.66 | Unvested RSUs not counted for ownership guideline compliance |
| Total Beneficial Ownership (#) | 7,892; <1% of class | Includes securities vesting within 60 days |
| Shares Outstanding (#) | 185,122,965 (Mar 20, 2025) | Basis for percent of class |
| Ownership Guideline | 5x retainer; $110,000 → $550,000 required | Directors must hold Common and/or DSUs (RSUs excluded from calculation) |
| Current Equity Value | $517,584 | Based on $98.87 NYSE closing price on Mar 20, 2025 |
| Compliance Status | N/A; within five-year compliance window from board appointment | Anticipated to meet within allotted timeframe |
| Pledging | Company states no knowledge of pledges or arrangements leading to change of control | Governance positive signal |
Governance Assessment
- Strengths:
- Independent director and Compensation Committee Chair; no interlocks or related-party relationships disclosed; perfect attendance at Board and committee meetings in 2024 .
- Proactive governance: Compensation Committee charter updated in November 2024; succession planning oversight centralized under Compensation Committee, signaling elevated attention to leadership continuity .
- Strong shareholder support: 97.84% votes for in 2024 director election .
- Alignment and Incentives:
- Equity-heavy director pay (stock awards $282,184 vs cash $123,515), plus DSU/RSU grants through 2024; DSUs counted toward ownership; RSUs excluded for guideline calculation .
- Watch Items / Red Flags:
- Ownership guideline shortfall vs $550,000 requirement (current $517,584), though within the five-year window after appointment (March 2023) .
- Past directorship at IAA, Inc. (acquired into RB Global’s lineage) represents network familiarity; no related-party transactions or independence exceptions disclosed, but worth monitoring given industry proximity .
- No pledging known; continue monitoring for any hedging/pledging changes .