Sarah Raiss
Director at RBA
Board
About Sarah Raiss
Sarah Raiss is an independent director of RB Global (RBA), age 67, and has served on the Board since July 1, 2016. She is currently a member of the Nominating & Corporate Governance Committee and previously served on the Audit Committee until May 8, 2024. Raiss brings ~40 years of experience across engineering, operations, strategy, M&A integration, governance, HR, IT, and marketing; she retired in August 2011 as EVP, Corporate Services at TransCanada. She holds a BSc in Applied Mathematics and an MBA (University of Michigan), is an ICD.D, was named to NACD’s Directorship 100 (2015), and became a Fellow of the Institute of Corporate Directors (2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TransCanada Corporation | EVP, Corporate Services | Retired Aug 2011 (start not disclosed) | Led Corporate Services functions; broad operations/administration oversight |
External Roles
| Company | Ticker | Role | Committees/Impact |
|---|---|---|---|
| Commercial Metals Company | NYSE: CMC | Lead Director (since 2022) | Audit Committee member; past Chair, Compensation Committee; past Chair and current member, Nominations & Governance Committee |
| Loblaw Companies Ltd. | TSX: L | Director | Member, Corporate Governance Committee; Chair, Pension Committee |
Board Governance
- Independence: The Board affirmatively determined Raiss to be independent under NYSE and Canadian rules . Her director biography also lists her as Independent .
- Committee assignments: Member, Nominating & Corporate Governance Committee; served on Audit Committee until May 8, 2024 .
- 2024 attendance: Board 7/7, Audit 3/3 (served until May 8, 2024), Nominating & Corporate Governance 3/3 .
- 2024 shareholder support: Votes For 161,102,332; 97.98% For .
- Executive sessions and governance: Independent directors held executive sessions at each Board meeting in 2024 .
2024 Attendance Detail
| Meeting | Attendance |
|---|---|
| Board | 7/7 |
| Audit Committee | 3/3 (served until May 8, 2024) |
| Nominating & Corporate Governance Committee | 3/3 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 108,515 | 282,184 | 23,525 | 414,224 |
- Program structure change: Effective May 7, 2024, the non-executive director annual retainer increased from $235,000 to $310,000 (Chair: $345,000 to $410,000); ~65% of the annual retainer (including Board Chair, excluding committee chair fees) is paid in RSUs (previously 55% was paid in DSUs) .
- Committee chair fees (unchanged): Audit Chair $20,000; Compensation Chair $15,000; Nominating & Corporate Governance Chair $15,000 .
Performance Compensation
RB Global does not use performance-conditioned equity for directors; equity is time-based and designed for alignment.
- RSU vesting: 2024 Annual RSU awards vest on the earlier of one year from grant or the day before the next annual meeting; directors may elect to defer settlement until completion of Board service; dividend equivalents accrue on vested RSUs .
- Equity mix change: Effective May 7, 2024, ~65% of the annual retainer is delivered in RSUs instead of DSUs .
2024 Equity Grant Detail (Sarah Raiss)
| Grant Date | Vehicle | Units Granted | Grant Date Fair Value ($) |
|---|---|---|---|
| March 4, 2024 | DSU | 456 | 34,710 |
| May 13, 2024 | DSU | 447 | 34,602 |
| August 12, 2024 | DSU | 165 | 12,893 |
| May 15, 2024 | RSU | 2,657 | 202,012 |
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Conflict Consideration |
|---|---|---|
| Commercial Metals Company (CMC) | Public metals manufacturer and recycler; Raiss is Lead Director | No related-party transactions disclosed; Audit Committee reviews related-person transactions; none identified since Jan 1, 2024 . |
| Loblaw Companies Ltd. | Public food retailer; Raiss is Director and committee Chair/member | No related-party transactions disclosed; none identified since Jan 1, 2024 . |
- Related-party and conflicts: The company reported no material related-person transactions, director indebtedness, or director material interests in transactions since Jan 1, 2024; directors are expected to disclose conflicts and recuse as appropriate .
Expertise & Qualifications
- Strategic/operating breadth: Engineering, operations, strategy, M&A integration, governance, HR, IT, marketing; experience across Canada, U.S., and internationally .
- Recognition and credentials: NACD Directorship 100 (2015); Fellow, Institute of Corporate Directors (2020); ICD.D designation .
- Education: BSc in Applied Mathematics; MBA, University of Michigan .
Equity Ownership
| Component (as of Mar 20, 2025) | Amount |
|---|---|
| Common Shares | 1,410 |
| DSUs | 19,455.29 |
| RSUs | 2,656.66 (unvested) |
| Ownership guideline | 5x cash retainer ($110,000) = $550,000 required |
| Compliance with guideline | Yes |
| Total equity ownership value used for guideline (shares + DSUs, at $98.87 close on Mar 20, 2025) | $2,062,923 |
| Shares outstanding (for context) | 185,122,965 Common Shares (as of Mar 20, 2025) |
| Ownership as % of Common Shares outstanding (shares only) | ~0.0008% (1,410 / 185,122,965) |
Note: Unvested RSUs are excluded from ownership guideline calculations per policy .
Governance Assessment
- Strengths and alignment signals:
- Independent director with sustained 100% meeting attendance in 2024 across Board, Nominating & Corporate Governance, and while serving on Audit through May 8, 2024, indicating strong engagement .
- Holds leadership roles on external public boards (Lead Director at CMC) and governance-focused committee experience, relevant to RBA’s oversight needs .
- Director compensation structure shifted to ~65% equity (RSUs) and annual retainer increases aligned to market data, reinforcing pay-for-alignment; RSUs vest on a one-year cycle or prior to next AGM, with deferral elections available .
- Meets stringent 5x retainer ownership guideline with $2.06M in share+DSU value, materially exceeding the $550k requirement, bolstering “skin-in-the-game” .
- No related-party transactions, indebtedness, or material legal proceedings disclosed; Section 16(a) filings believed timely—reducing conflict and compliance risk .
- Watch items:
- Multiple significant external board commitments (CMC Lead Director; Loblaw) can pose time-allocation risk; however, 2024 RBA attendance was 100% and committee workload was fully met, mitigating concerns .
- Not a committee chair at RBA; influence is exercised primarily through Nominating & Corporate Governance Committee membership (and prior Audit service), rather than chair leadership at RBA .
Appendix: Program Structure References
- Non-executive director compensation framework, mix, and retainer levels .
- RSU program vesting, deferral elections, and dividend equivalents .
- Ownership guidelines methodology and valuation basis ($98.87 NYSE close on Mar 20, 2025) .
- Independence determinations and Board/committee composition .
- Related-party transaction oversight and 2024 disclosures .