Timothy O'Day
Director at RBA
Board
About Timothy O’Day
Timothy O’Day, age 66, is an independent director of RB Global (RBA) who joined the Board on March 20, 2023; he resides in Chicago, IL and brings deep operating experience in the automotive collision-repair ecosystem as President & CEO (and director) of Boyd Group Services Inc. . He is affirmed independent under NYSE and Canadian rules, had strong shareholder support in his 2024 director election (95.82% For), and served on two key board committees during 2024–2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gerber Collision & Glass (acquired by Boyd Group) | Vice President of Operations | From 1998; moved to Boyd post-2004 acquisition | Operational leadership groundwork leading to multi‑year footprint expansion |
| Boyd Group Services (U.S. operations) | Head of U.S. Operations; later executive leadership | 2004 onward | Helped expand from ~50 locations to over 800 by end of 2022 (scale-up execution) |
| Unnamed public company | Internal Audit (career start) | Early career | Foundational finance/governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Boyd Group Services Inc. (public company) | President & Chief Executive Officer; Director | Current | One of the largest global collision repair and glass companies |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; Board majority is independent under NYSE and Canadian standards |
| Committees | Compensation Committee; Nominating & Corporate Governance Committee (NCG) |
| Committee Chairs | Compensation Committee Chair: Michael Sieger; NCG Chair: Carol M. Stephenson (O’Day is a member, not chair) |
| Attendance (2024) | Board 7/7; Compensation 2/2; NCG 3/3 (100% on all assigned committees from his appointment) |
| Executive Sessions | Independent directors held executive sessions at each Board meeting in 2024 |
| Board Leadership | Independent Chair of the Board: Robert G. Elton |
| 2024 Election Support | Votes For: 157,549,136 (95.82% For) |
| Compensation Committee Interlocks | None; all compensation committee members were independent; no insider participation or interlocks in 2024 |
| Related-Party / Conflicts | Company reports no related-person transactions or material interests since Jan 1, 2024; conflict policy requires disclosure and recusal |
Fixed Compensation
- Program structure (effective May 7, 2024): Non‑executive director annual retainer increased to $310,000; ~65% delivered as RSUs and ~35% in cash (committee chair fees unchanged: Audit $20,000; Comp $15,000; NCG $15,000) .
- O’Day’s 2024 cash fees align with structure (cash ≈ 35% of $310k): Fees earned or paid in cash in 2024 = $108,515 .
| Component (FY2024) | Amount (USD) |
|---|---|
| Annual/Committee Cash Fees | $108,515 |
Note: Board moved from DSUs (55% of retainer pre‑May 2024) to RSUs (~65% of retainer post‑May 2024) beginning May 7, 2024 .
Performance Compensation
- Directors receive equity as governance-aligned, time-based awards (no performance metrics); RSUs vest on the earlier of one year from grant or the day prior to the next AGM, with optional deferral and dividend equivalents; DSUs (through August 2024) vested on grant but settle in cash at/after board service end .
| Award Type | Grant Date | Units | Grant-Date Fair Value (USD) | Vesting/Notes |
|---|---|---|---|---|
| DSU | Mar 4, 2024 | 456 | $34,710 | DSUs (legacy structure) – vested on grant, settle post-service |
| DSU | Mar 4, 2024 | 447 | $34,602 | DSUs – quarterly in arrears |
| DSU | Aug 12, 2024 | 165 | $12,893 | Final DSU grant (program ended; switch to RSUs) |
| RSU (Annual Award) | May 7/15, 2024 | 2,657 | $202,012 | Time-based; vest ~1-year or before next AGM; dividend equivalents; deferrable |
| FY2024 Equity Summary | Amount (USD) |
|---|---|
| Stock Awards (Total grant-date fair value) | $282,184 |
| All Other Compensation (dividend-equivalent credits, tax advice reimbursement) | $4,355 |
| Total Director Compensation (FY2024) | $395,054 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| Boyd Group Services Inc. (public) | President & CEO; Director | Not disclosed in RBA proxy | RBA discloses no related‑party transactions; O’Day remains independent at RBA |
Compensation Committee Interlocks: RBA reports none in 2024; O’Day and fellow members were independent and none served as Company officers .
Expertise & Qualifications
- Automotive services scale-up operator: helped grow Boyd from ~50 to 800+ locations by end of 2022, bringing operational scale, M&A integration, and industry know‑how relevant to RBA’s IAA salvage/automotive verticals .
- Governance/controls grounding: began career in internal audit at a public company, adding finance and oversight sensibilities to board deliberations .
Equity Ownership
| Metric | Value |
|---|---|
| Common Shares (as of Mar 20, 2025) | 1,500 |
| DSUs counted for ownership (as of Mar 20, 2025) | 2,199 |
| Total Value for Ownership Test (Shares + DSUs at $98.87) | $365,720 |
| Ownership Guideline | 5x cash retainer; 5 x $110,000 = $550,000 |
| Compliance Status | Within 5‑year window to comply (N/A status yet) |
| RSUs + DSUs held (for context, as of Dec 31, 2024) | 4,856 units (RSUs + DSUs combined) |
Directors’ unvested RSUs do not count toward the ownership guideline; the program switched to RSUs in 2024, which may temporarily reduce “countable” equity until vesting .
Governance Assessment
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Strengths:
- Independent status, 100% attendance on Board and assigned committees, and service on two governance‑critical committees (Compensation; Nominating & Corporate Governance) support board effectiveness and oversight breadth .
- Relevant industry/operator expertise in automotive collision and scale integration enhances strategic and risk oversight in RBA’s automotive/salvage ecosystem .
- Strong but not unanimous shareholder support (95.82% For in 2024 election) indicates solid investor confidence with room to engage on any concerns .
-
Compensation and alignment:
- Director pay mix is equity‑heavy (65% RSUs effective May 7, 2024), which aligns with shareholder interests; O’Day’s 2024 total was $395,054 with cash fees of $108,515 and stock awards of $282,184, consistent with program design .
- Ownership guideline requires $550,000 in countable equity; O’Day is currently below at $365,720 but remains within the 5‑year compliance window per policy; continued accumulation/vesting should improve alignment optics .
-
Conflicts/Related parties and controls:
- RBA reports no related‑person transactions or material interests since Jan 1, 2024 and enforces conflict disclosure/recusal via its Code; Compensation Committee reports no interlocks/insider participation .
-
Risk indicators and red flags:
- RED FLAGS: None disclosed (no attendance issues, no related‑party transactions, no interlocks, no Section 16(a) delinquencies) .
- Watch item: Ownership guideline not yet met (still within compliance window); monitor progress via future proxies .
Overall: O’Day’s independence, full attendance, and sector-operating expertise are positives for board effectiveness. Equity‑heavy director pay and ownership guidelines support alignment; near‑term optics hinge on continued progress toward the guideline threshold, which is expected within the five‑year policy timeline .