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Pay vs Performance Disclosure - USD ($)
5 Months Ended 7 Months Ended 12 Months Ended
Dec. 31, 2023
Jul. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2020
Pay vs Performance Disclosure                
Pay vs Performance Disclosure, Table    
Pay Versus Performance
Value of Initial Fixed $100
Investment Based On:
Fiscal Year
​Summary
Compensation
Table Total for PEO
Kessler, James1
Compensation
Actually Paid to PEO
Kessler, James2
Summary
Compensation
Table Total
for PEO
Fandozzi, Ann1
Compensation
Actually Paid to
PEO Fandozzi, Ann2
Average Summary
Compensation Table
Total for non-PEO
NEOs3
Average
Compensation
Actually Paid to
non-PEO NEOs4
RBA Total
Shareholder
Return5
Peer Group
Total
Shareholder
Return6
Net Income
($M)
Agency
Proceeds ($M)
2024
$14,786,849
$33,467,177
$0
$0
$2,986,553
$4,386,250
$232
$145
​$413
$1,200
2023
$15,928,325
$25,849,889
$792,366
$9,727,850
$2,811,920
$3,697,652
$170
$123
$175
$1,173
2022
$0
$0
$7,919,967
$7,755,014
$3,552,402
$3,341,006
$141
$114
$320
$1,073
2021
$0
$0
$10,381,730
$9,943,897
$2,997,009
$2,272,068
$147
$124
$152
$917
2020
$0
$0
$7,193,425
$15,132,997
$2,529,898
$5,860,977
$165
$102
$170
$859
$100.00
$100.00
1.
The Principal Executive Officer (the “PEO”) for 2024 was James Kessler who has served as PEO since August 1, 2023. The PEOs for 2023 were James Kessler, who served as PEO since August 1, 2023, and Ann Fandozzi, who served as PEO from January 6, 2020 through July 31, 2023. Ms. Fandozzi served as PEO in 2020, 2021 and 2022. The Summary Compensation Table on page 74 provides the details of Mr. Kessler’s compensation for the past three years as set forth in column (b).
2.
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay Versus Performance Table. Compensation actually paid (“CAP”) does not necessarily represent cash and/or equity value transferred to the applicable PEO, but rather is a value calculated under applicable SEC rules. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for the PEO in the “Total” column of the Summary Compensation Table to calculate CAP. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Prior FYE
Current FYE
Fiscal Year
PEO:
Mr. Kessler
12/31/2023
12/31/2024
2024
SCT Total
$14,786,849
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
($11,775,481)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
$18,228,428
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
$10,229,868
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
$0
+Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
$1,997,512
-Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
$0
Compensation Actually Paid
$33,467,177
3.
The non-PEO NEOs for 2020 were Baron Concors, Mr. Kessler and Carmen Thiede. The non-PEO NEOs in 2021 were Sharon Driscoll, Mr. Concors, Mr. Kessler, and Kari Taylor. The non-PEO NEOs for 2022 were Ms. Driscoll, Mr. Concors, Eric Jacobs, Mr. Kessler, and Ms. Thiede. The non-PEO NEOs for 2023 were Ms. Cash, Mr. Concors, Mr. Jacobs, Mr. Jeter, Darren Watt and Ms. Thiede. The non-PEO NEOs for 2024 were Ms. Cash, Mr. Guerin, Mr. Jeter, Ms. King and Mr. Lewis. The Summary Compensation Table on page 74 provides details of each of the 2024 non-PEO NEOs’ compensation.
4.
CAP to the non-PEO NEOs in 2024 was calculated as follows:
Prior FYE
Current FYE
Fiscal Year
NEO:
12/31/2023
12/31/2024
2024
SCT Total
$2,986,553
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
($1,933,487)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
$2,879,462
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
$449,354
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
$0
+Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
$378,603
-Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
($374,234)
Compensation Actually Paid
$4,386,250
5.
The Company’s TSR is determined based on the value of an initial fixed investment of $100 in Common Shares.
6.
The Company is using the S&P/TSX Index to measure our peer group TSR performance. The S&P/TSX is the peer group the Company used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
7.
The following table identifies the four most important financial performance measures used by our Compensation Committee in 2024 to link the CAP to our PEO and other NEOs. Each of these performance measures is discussed in the CD&A above and defined in the Appendix A: Selected Definitions of Operational and Financial Performance on page 101.
         
Company Selected Measure Name     Agency Proceeds          
Named Executive Officers, Footnote    
1.
The Principal Executive Officer (the “PEO”) for 2024 was James Kessler who has served as PEO since August 1, 2023. The PEOs for 2023 were James Kessler, who served as PEO since August 1, 2023, and Ann Fandozzi, who served as PEO from January 6, 2020 through July 31, 2023. Ms. Fandozzi served as PEO in 2020, 2021 and 2022. The Summary Compensation Table on page 74 provides the details of Mr. Kessler’s compensation for the past three years as set forth in column (b).
3.
The non-PEO NEOs for 2020 were Baron Concors, Mr. Kessler and Carmen Thiede. The non-PEO NEOs in 2021 were Sharon Driscoll, Mr. Concors, Mr. Kessler, and Kari Taylor. The non-PEO NEOs for 2022 were Ms. Driscoll, Mr. Concors, Eric Jacobs, Mr. Kessler, and Ms. Thiede. The non-PEO NEOs for 2023 were Ms. Cash, Mr. Concors, Mr. Jacobs, Mr. Jeter, Darren Watt and Ms. Thiede. The non-PEO NEOs for 2024 were Ms. Cash, Mr. Guerin, Mr. Jeter, Ms. King and Mr. Lewis. The Summary Compensation Table on page 74 provides details of each of the 2024 non-PEO NEOs’ compensation.
         
Peer Group Issuers, Footnote    
6.
The Company is using the S&P/TSX Index to measure our peer group TSR performance. The S&P/TSX is the peer group the Company used for purposes of Item 201(e) of Regulation S-K under the Exchange Act in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
         
Adjustment To PEO Compensation, Footnote    
2.
SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay Versus Performance Table. Compensation actually paid (“CAP”) does not necessarily represent cash and/or equity value transferred to the applicable PEO, but rather is a value calculated under applicable SEC rules. In accordance with Item 402(v) of Regulation S-K, the following adjustments were made to the amount reported for the PEO in the “Total” column of the Summary Compensation Table to calculate CAP. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Prior FYE
Current FYE
Fiscal Year
PEO:
Mr. Kessler
12/31/2023
12/31/2024
2024
SCT Total
$14,786,849
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
($11,775,481)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
$18,228,428
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
$10,229,868
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
$0
+Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
$1,997,512
-Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
$0
Compensation Actually Paid
$33,467,177
         
Non-PEO NEO Average Total Compensation Amount     $ 2,986,553 $ 2,811,920 $ 3,552,402 $ 2,997,009   $ 2,529,898
Non-PEO NEO Average Compensation Actually Paid Amount     $ 4,386,250 3,697,652 3,341,006 2,272,068   5,860,977
Adjustment to Non-PEO NEO Compensation Footnote    
4.
CAP to the non-PEO NEOs in 2024 was calculated as follows:
Prior FYE
Current FYE
Fiscal Year
NEO:
12/31/2023
12/31/2024
2024
SCT Total
$2,986,553
- Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year
($1,933,487)
+ Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year
$2,879,462
+ Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years
$449,354
+ Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year
$0
+Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year
$378,603
-Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year
($374,234)
Compensation Actually Paid
$4,386,250
         
Compensation Actually Paid vs. Total Shareholder Return              
Compensation Actually Paid vs. Net Income              
Compensation Actually Paid vs. Company Selected Measure              
Total Shareholder Return Vs Peer Group              
Tabular List, Table    
7.
The following table identifies the four most important financial performance measures used by our Compensation Committee in 2024 to link the CAP to our PEO and other NEOs. Each of these performance measures is discussed in the CD&A above and defined in the Appendix A: Selected Definitions of Operational and Financial Performance on page 101.
Financial Performance Measures
Agency Proceeds
OFCF
Earnings CAGR
rTSR
         
Total Shareholder Return Amount     $ 232 170 141 147   165
Peer Group Total Shareholder Return Amount     145 123 114 124   102
Net Income (Loss)     $ 413,000,000 $ 175,000,000 $ 320,000,000 $ 152,000,000   $ 170,000,000
Company Selected Measure Amount     1,200,000,000 1,173,000,000 1,073,000,000 917,000,000   859,000,000
PEO Name James Kessler Ms. Fandozzi James Kessler   Ms. Fandozzi Ms. Fandozzi Ms. Fandozzi  
Measure:: 1                
Pay vs Performance Disclosure                
Name     Agency Proceeds          
Measure:: 2                
Pay vs Performance Disclosure                
Name     OFCF          
Measure:: 3                
Pay vs Performance Disclosure                
Name     Earnings CAGR          
Measure:: 4                
Pay vs Performance Disclosure                
Name     rTSR          
James Kessler [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount     $ 14,786,849 $ 15,928,325 $ 0 $ 0   $ 0
PEO Actually Paid Compensation Amount     33,467,177 25,849,889 0 0   0
Ann Fandozzi [Member]                
Pay vs Performance Disclosure                
PEO Total Compensation Amount     0 792,366 7,919,967 10,381,730   7,193,425
PEO Actually Paid Compensation Amount     0 $ 9,727,850 $ 7,755,014 $ 9,943,897   $ 15,132,997
PEO | James Kessler [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     (11,775,481)          
PEO | James Kessler [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     18,228,428          
PEO | James Kessler [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     10,229,868          
PEO | James Kessler [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0          
PEO | James Kessler [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     1,997,512          
PEO | James Kessler [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0          
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     (1,933,487)          
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     2,879,462          
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     449,354          
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     0          
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     378,603          
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year                
Pay vs Performance Disclosure                
Adjustment to Compensation, Amount     $ (374,234)