Steve Lewis
Chief Operations Officer at RBA
Executive
About Steve Lewis
Steve Lewis, age 50, has served as Chief Operations Officer (COO) of RB Global since September 3, 2024, bringing over 20 years of operations and supply chain leadership, including roles at GXO Logistics (Division President 2023–2024; SVP, Commercial 2021–2023) and XPO Logistics (VP, Solutions & Strategy 2019–2021), as well as leadership roles at Penn Power Group; he is a retired U.S. Naval Officer and holds an undergraduate degree from Chaminade University and a Master of Managerial Economics from the University of Oklahoma, and serves on the University of Kansas Supply Chain Advisory Board . During 2024, RB’s STI performance outcomes were Agency Proceeds $3,336.3M vs $3,207.0M target, Operating Free Cash Flow $657.7M vs $449.0M target, and Adjusted EBITDA $1,305.7M vs $1,261.0M target, resulting in a 158.6% of target STI payout (company level) . Steve’s STI for 2024 was contractually capped at target and not less than 80% of target due to his September hire, with an actual STI payout of $650,000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GXO Logistics | Division President | 2023–2024 | Responsible for operational processes, technological capabilities, and safety standards across 120+ distribution centers spanning industrial, manufacturing, and automotive verticals . |
| GXO Logistics | SVP, Commercial | 2021–2023 | Senior commercial leadership driving growth and enterprise execution . |
| XPO Logistics | VP, Solutions & Strategy | 2019–2021 | Led solutions and strategy at a leading freight transportation provider . |
| Penn Power Group | Leadership roles | Not disclosed | Led fleet services operations for highway equipment, transport refrigeration, and power generation . |
| U.S. Navy | Retired Naval Officer | 20+ years | Operations and supply chain experience in product development, continuous improvement, and lifecycle logistics . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| University of Kansas | Supply Chain Advisory Board Member | Not disclosed | Advisory board membership in supply chain . |
Fixed Compensation
| Element | 2024 Figure | Notes |
|---|---|---|
| Base Salary (annual rate) | $650,000 | Set in Employment Agreement (effective Sept. 3, 2024) . |
| Base Salary earned (2024 actual) | $218,967 | Prorated due to September start . |
| Target STI % | 100% of base salary | 2024 STI capped at 100% of target and not less than 80% of target due to hire timing . |
| Actual STI paid (2024) | $650,000 | Paid per employment agreement parameters . |
| Annual LTI target (2024) | $1,625,000 | 75% PSUs / 25% RSUs (no stock options to NEOs in 2024) . |
| Sign-on LTI (2024) | $1,000,000 | $500k RSUs vesting Mar 2025/2026/2027; $500k PSUs vesting Mar 2027 subject to performance . |
| Stock Options (2024) | None granted to NEOs | Policy shift away from options for 2024 LTI . |
| Perquisites (2024) | Car allowance; financial counseling for cross-border tax; executive wellness exam | Provided consistent with market practices . |
Performance Compensation
Short-Term Incentive (STI) – 2024 Company Metrics and Outcomes
| Metric | Weight | Target | Actual | Payout Factor | Vesting |
|---|---|---|---|---|---|
| Agency Proceeds ($M) | 34% | $3,207.0 | $3,336.3 | Included in 158.6% overall | N/A |
| Operating Free Cash Flow ($M) | 33% | $449.0 | $657.7 | Included in 158.6% overall | N/A |
| Adjusted EBITDA ($M) | 33% | $1,261.0 | $1,305.7 | Included in 158.6% overall | N/A |
| Final STI Payout (company level) | — | — | — | 158.6% of target | N/A |
Notes:
- Steve Lewis’s 2024 STI was contractually capped at 100% of target and not less than 80% of target due to his September hire date, with an actual payout of $650,000 .
Long-Term Incentive (LTI) – Structure and Results
| Award/Metric | Weighting | Performance Range | Vesting | 2024 Design Notes |
|---|---|---|---|---|
| PSUs – Earnings CAGR | 50% | 0–200% (Threshold 10%, Target 14%, Max 18%+) | Cliff-vest after 3-year period; 2024–2026 vests Mar 14, 2027 | 75% of annual LTI as PSUs . |
| PSUs – rTSR vs Russell 3000 | 50% | 0–200% (Threshold 25th pct, Target 50th, Max 75th; cap at 100% if absolute TSR negative) | Cliff-vest after 3-year period; 2024–2026 vests Mar 14, 2027 | Relative TSR design with caps . |
| RSUs | — | — | Ratable over 3 years (equal annual installments) | 25% of annual LTI as RSUs . |
Historical LTI outcome relevant to current cycles:
- 2022–2024 PSUs (company level) earned at 200% of target based on Earnings CAGR 23% and OFCF per share $9.33; vest March 14, 2025 .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Steve Lewis | — | Less than 1% (*) |
Notes:
- RB Global requires senior leaders to meet stock ownership guidelines within five years; ELT members must hold 3x annual base salary. As of December 31, 2024, all NEOs have met or are on track to meet requirements by their respective dates .
- Company policy prohibits hedging and pledging of Company securities by insiders .
Outstanding Equity Awards (as of Dec 31, 2024; Common Share price $90.21)
| Grant Date | Award Type | Units Unvested/Unearned | Market/Payout Value |
|---|---|---|---|
| 17-Sep-24 | PSUs (2024–2026 cycle) | 5,944 | $536,208 (assumes 200% of target for display) |
| 17-Sep-24 | PSUs (2024–2026 cycle) | 5,944 | $536,208 |
| 17-Sep-24 | PSUs (2024–2026 cycle) | 14,492 | $1,307,324 |
| 17-Sep-24 | PSUs (2024–2026 cycle) | 14,492 | $1,307,324 |
| 17-Sep-24 | RSUs | 5,945 | $536,298 |
| 17-Sep-24 | RSUs | 4,831 | $435,805 |
Notes:
- PSUs vest March 14, 2027 subject to performance (0–200% of target); market values shown assume 200% for unearned PSUs as per proxy presentation .
- RSUs vest in equal annual installments over three years; Steve’s sign-on RSUs vest in March 2025, 2026, and 2027 .
Employment Terms
| Term | Details |
|---|---|
| Appointment | Appointed COO effective September 3, 2024 . |
| Base Salary | $650,000 annual . |
| STI | Target 100% of base; maximum 200% under plan; for 2024, STI not prorated but capped at 100% of target and no less than 80% of target . |
| Annual LTI | Target 250% of base ($1,625,000) composed of equity (PSUs/RSUs; no NEO options in 2024) . |
| Sign-on Equity | $1,000,000: $500k RSUs vest Mar 2025/2026/2027; $500k PSUs vest Mar 2027 subject to the same criteria as annual LTI . |
| Severance (Without Cause/Good Reason) | 18 months’ base salary and STI at target; pro-rated STI at target for year of termination; continued health/dental benefits at active rates up to one year; subject to release; equity per plan terms . |
| Change of Control (Double Trigger) | Lump sum: 1.5x base + 1.5x at-target STI + 1.5x annual premium cost for health/dental/life; plus earned salary/vacation and pro-rated target bonus through termination; equity rights continue per plans; requires release . |
| Non-Compete / Non-Solicit | 12 months post-termination, U.S. and Canada; non-solicit of employees and certain clients/customers; confidentiality obligations . |
| Clawback | STI and LTI awards subject to clawback and cancellation provisions; annual risk review of incentive plans . |
| Hedging/Pledging | Prohibited for all insiders . |
| Tax Gross-Ups | Company does not provide gross-up payments for personal/excise taxes on severance benefits . |
Investment Implications
- Strong pay-for-performance alignment: Majority of 2024 total direct compensation was at-risk via PSUs/RSUs; STI tied to Agency Proceeds, OFCF, and Adjusted EBITDA with company payout at 158.6% of target, though Steve’s 2024 STI was capped at target due to hire timing, limiting near-term upside sensitivity .
- Material unvested equity exposure: Significant PSUs and RSUs vesting through March 2027 align incentives with execution on earnings growth and relative TSR; prohibitions on hedging/pledging improve alignment and reduce leverage-related risk .
- Retention and change-of-control economics: Severance at 18 months base plus target STI and double-trigger change-of-control at 1.5x base and 1.5x target STI are moderate relative to market and designed to deter opportunistic churn while avoiding shareholder-unfriendly tax gross-ups .
- Ownership build trajectory: No disclosed beneficial share ownership as of March 20, 2025, but ELT 3x salary ownership guideline and ongoing RSU vesting suggest increasing “skin in the game” over the next 2–3 years; all NEOs on track per policy .
- Execution track record and role fit: Deep logistics and operations background across GXO/XPO with 120+ DCs oversight supports RB’s omnichannel, asset marketplace strategy; COO role is a lever on operational excellence and cash generation, the same metrics embedded in STI/LTI designs .