Robert Elton

About Robert Elton

Robert George Elton (age 73) is an independent director and the current Chair of the Board at RB Global (RBA). He has served on the Board since April 30, 2012 and resides in Vancouver, B.C., Canada. Elton is a Fellow of the Canadian Chartered Professional Accountants (FCPA, FCA) and holds a Master of Arts from Cambridge University; his senior leadership background spans CEO and CFO roles at large utilities and mining companies and partner experience at PwC. He is classified as independent under NYSE and Canadian rules and serves as independent Board Chair, not as a committee member.

Past Roles

External Roles

Board Governance

• Independence and role: Independent director and current Board Chair; board is majority independent under NYSE and Canadian standards.
• Committee assignments: Elton currently serves as Board Chair (no standing committee membership); he served on the Audit Committee until his appointment as Chair on May 8, 2024.
• Attendance: In 2024, Elton attended 7/7 Board meetings and 3/3 Audit Committee meetings while serving there; independent directors held executive sessions at each Board meeting.
• Tenure/renewal: Director since April 30, 2012; the Board’s guideline views 10–15 years as an appropriate general tenure (no fixed term limit).

• Evaluation and governance processes: Annual Board/committee/individual assessments; third-party evaluations in prior years; robust governance guidelines and Code of Business Conduct and Ethics; no waivers in 2024.
• Shareholder engagement and votes: Say-on-pay “For” votes: 2024 (146,880,097 For; 17,530,251 Against; 19,349 Abstain) and 2025 (163,810,451 For; 4,707,316 Against; 213,881 Abstain).

Fixed Compensation

• Structure and levels: Effective May 7, 2024, annual retainers were increased to $310,000 for non-executive directors and $410,000 for the Board Chair; committee chair retainers unchanged at $20,000 (Audit), $15,000 (Compensation), and $15,000 (Nominating & Corporate Governance). Approximately 65% of the annual retainer (including Chair but excluding committee chair fees) is delivered in RSUs.
• 2024 Director compensation (Elton):

• Grant details (RSUs/DSUs by grant date in 2024):

Notes: DSUs in 2024 were granted in arrears; the Company switched from DSUs to RSUs effective May 7, 2024. “All Other Compensation” includes dividend-equivalent DSUs/RSUs and tax advice reimbursement.

Performance Compensation

• Director equity is time-based, not performance-based. The annual RSU award vests on the earlier of one year from grant or the day prior to the next annual meeting, subject to continued service; directors may elect deferral; dividend equivalents accrue. No performance metrics (revenue, EBITDA, TSR, ESG, etc.) apply to director equity awards.
• 2024 performance-linked metrics for directors: Not applicable (no disclosed performance conditions for director awards).

Other Directorships & Interlocks

No public company directorships disclosed for Elton; no disclosed interlocks with RBA competitors/suppliers/customers.

Expertise & Qualifications

• Credentials: FCPA, FCA; M.A. (Cambridge University).
• Domain expertise: CEO/CFO experience (utilities, mining), financial leadership, risk oversight, and audit exposure; prior partner at PwC; adjunct professor at UBC Sauder.

Equity Ownership

• Ownership guideline: 5× the cash portion of annual retainer; unvested RSUs do not count; DSUs count; measured at $98.87 NYSE close on March 20, 2025. Elton meets the guideline.
• Current holdings (as of Mar 20, 2025):

Notes: DSUs settle in cash after service ends; RSUs vest time-based and may be deferred; RSUs are not counted toward guideline until vested.

Governance Assessment

• Strengths supporting investor confidence:
  • Independent Board Chair with 100% meeting attendance in 2024 (Board and Audit while serving).
  • Clear independence determination and majority-independent Board; regular executive sessions without management.
  • Strong ownership alignment: Elton exceeds the 5× ownership guideline based on shares and DSUs.
  • No material related-party transactions since January 1, 2024; no Section 16(a) filing delinquencies.
  • Shareholder support: Say-on-pay received strong approval in 2025 (163.8M For vs. 4.7M Against).
• Watch items:
  • Board increased director retainers in 2024 and shifted from DSUs to RSUs (65% equity) to align with market—this raises cost but enhances equity alignment; monitor for pay inflation versus peers and performance outcomes.
  • Longstanding tenure (on Board since 2012) places Elton among the more seasoned directors; the Board’s guideline contemplates 10–15 years as appropriate, with ongoing renewal and evaluations.

No conflicts or related-party exposures are disclosed for Elton; the Code of Business Conduct and Ethics requires disclosure/recusal and the Company reported no waivers in 2024.

Appendix — Additional Reference Tables

Director Election Results (context)