Nancy King
About Nancy King
Nancy King, age 48, is Chief Technology Officer (CTO) of RB Global (RBA) and joined the company on June 3, 2024. She previously served as Senior Vice President of Product Engineering at Target, leading technology transformation across mobile, web, marketplace and core capability services; she holds a B.S. in Industrial Engineering from Northwestern University . Company performance under the 2024 STI delivered 158.6% of target on Agency Proceeds, OFCF and Adjusted EBITDA, while the 2022–2024 LTI cycle paid at 200% based on Earnings CAGR and OFCF/share results; her 2024 PSU design equally weights Earnings CAGR and rTSR with 0–200% payout and a three-year cliff-vest, while RSUs vest ratably over three years . Governance practices apply clawbacks and prohibit hedging and pledging, aligning incentives with long-term shareholder value .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Target Corporation | SVP, Product Engineering | 2005–2024 | Led retailer’s technology transformation and growth; drove strategies for mobile apps, website, marketplace and capability services |
External Roles
No external public company directorships disclosed in the 2025 Proxy Statement for Ms. King .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary (Target Annual) | $600,000 |
| Base Salary (Paid; pro-rated from June 3 start) | $350,000 |
| Perquisites – Car allowance | $8,750 |
| Perquisites – 401(k) match | $13,800 |
| Perquisites – Dividend equivalents (PSUs) | $11,741 |
| Perquisites – Dividend equivalents (RSUs) | $6,321 |
| All Other Compensation (sum) | $40,612 |
Performance Compensation
2024 Short-Term Incentive (STI) – Plan Design and Results
| STI Performance Measure | Weight | Target | Actual Result | Notes |
|---|---|---|---|---|
| Agency Proceeds ($M) | 34% | $3,207.0 | $3,336.3 | Non-GAAP (see Appendix A) |
| Operating Free Cash Flow ($M) | 33% | $449.0 | $657.7 | Non-GAAP (see Appendix A) |
| Adjusted EBITDA ($M) | 33% | $1,261.0 | $1,305.7 | Non-GAAP (see Appendix A) |
| Performance Payout | — | — | 158.6% of Target | Committee made standard adjustments as disclosed |
| Individual STI Parameters | 2024 |
|---|---|
| Target STI (% of base salary) | 80% |
| Actual STI Paid (pro-rated) | $440,910 |
2024 Long-Term Incentive (LTI) – Structure and Grants
- Structure: Annual LTI 75% PSUs / 25% RSUs; PSUs cliff-vest after 3-year performance period; RSUs vest ratably over 3 years; payout range 0–200% .
- 2024 PSU metrics: 50% Earnings CAGR, 50% rTSR vs Russell 3000; if absolute TSR is negative, rTSR component capped at 100% .
| Grant (17-Jun-2024) | Threshold | Target | Maximum | Shares/Units | Grant-Date Fair Value ($) |
|---|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 10,104 | 20,208 | 40,416 | — | $1,625,127 |
| RSUs | — | — | — | 10,880 | $874,970 |
Additional context: Per employment agreement onboarding, Ms. King also received a one-time sign-on LTI target of $1.0 million (50% RSUs / 50% PSUs) alongside an annual LTI target of $1.5 million (75% PSUs / 25% RSUs) .
LTI Performance Outcomes (Corporate)
| LTI Cycle | Metric | Weight | Threshold | Target | Maximum | Actual Result | Payout |
|---|---|---|---|---|---|---|---|
| 2022–2024 | Earnings CAGR | 50% | 6.0% | 10.0% | 14.0% | 23% | 200% of Target |
| 2022–2024 | OFCF per share | 50% | $7.94 | $8.34 | $8.75 | $9.33 | 200% of Target |
PSU vesting schedule (recent cycles): 2022–2024 vests Mar 14, 2025; 2023–2025 vests Mar 14, 2026; 2024–2026 vests Mar 14, 2027 .
Equity Ownership & Alignment
- Initial beneficial ownership: Upon filing Form 3 on June 7, 2024, Ms. King reported no securities beneficially owned .
- Outstanding equity awards (as of Dec 31, 2024):
- PSUs (unearned; subject to 0–200% payout): 6,258 ($564,534), 14,084 ($1,270,518) .
- RSUs (unvested): 6,258 ($564,534), 4,694 ($423,446) .
| Equity Award Detail (as of 12/31/2024) | Count (#) | Market Value ($) |
|---|---|---|
| PSUs (unearned) – Grant 17-Jun-24 | 6,258 | $564,534 |
| PSUs (unearned) – Grant 17-Jun-24 | 14,084 | $1,270,518 |
| RSUs (unvested) – Grant 17-Jun-24 | 6,258 | $564,534 |
| RSUs (unvested) – Grant 17-Jun-24 | 4,694 | $423,446 |
- Ownership guidelines: ELT members must hold 3x salary; CEO 5x; five-year compliance window; all NEOs are on track as of year-end 2024 .
- Hedging/pledging: Company policy prohibits any hedging or pledging by directors and employees; STI and LTI subject to clawback and cancellation provisions .
Employment Terms
- Role and reporting: CTO, reporting to the CEO; principally based at home office in Minnesota .
- Commencement: June 3, 2024; term is indefinite until terminated per agreement .
- Non-compete / non-solicit: Company discloses inclusion of non-compete and non-solicitation terms in senior leader employment agreements, where permitted by law .
- Change-of-control agreement: Executed March 6, 2024; includes Section 409A compliance provisions; double-trigger (CoC + qualifying termination) design .
- Severance and CoC economics (values at 12/31/2024):
- Termination without Cause or for Good Reason: Cash severance $900,000; STI $720,000; Equity acceleration $776,198; Benefits PV $8,252; Total $2,404,450 .
- Termination without Cause or for Good Reason following CoC (double-trigger): Cash severance $900,000; STI $1,200,000; Equity acceleration $2,854,507; Benefits PV $8,252; Total $4,962,759 .
- Notes: Cash severance amounts are based on base salary; equity acceleration values and PSU values use $90.21 share price as of December 31, 2024 and PSUs at target, respectively . Base salary is $600,000 target (cash severance equates to 1.5x base) .
Investment Implications
- Incentive alignment and upside: Majority of pay is at risk and equity-heavy (2024 grants: $2.5M combined PSU/RSU), with PSU metrics tied to Earnings CAGR and rTSR; 2024 corporate execution delivered STI at 158.6% and 2022–2024 PSU outcome at 200%, indicating strong performance momentum underpinning management incentives .
- Selling pressure and overhang: RSUs vest ratably over three years from June 2024, creating annual vest events through 2027; PSUs cliff-vest in March 2027, concentrating potential supply at the end of the cycle; hedging/pledging prohibitions and ownership guidelines mitigate misalignment and forced-sale risks .
- Retention and CoC protection: Double-trigger CoC terms and standard severance (cash component equals $900k) provide retention stability; however, meaningful equity value accretion is back-end weighted (PSUs), making realized pay sensitive to sustained multi-year performance and share price trajectory .
- Governance and risk controls: Clawback coverage on STI/LTI, no gross-up policies, and prohibition on repricing de-risk compensation design; initial Form 3 showed no owned shares, but sizable unvested awards and ownership policy targets should increase alignment over time .
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