RB Global Inc., formerly known as Ritchie Bros. Auctioneers Inc., is appointing a new chief executive officer to replace Ann Fandozzi following a dispute over issues including compensation.

Jim Kessler, RB Global’s chief operating officer and president, will take over as CEO and join the board of the industrial equipment auctioneer, according to a statement on Wednesday that confirmed an earlier Bloomberg News report. 

RB Global’s Chief Financial Officer Eric Jacobs is also departing and the company will seek a replacement with the help of an external search firm, it said. 

Bloomberg reported earlier that RB Global was replacing its CEO and terminating Jacobs. RB Global said in its statement that the departures of Fandozzi and Jacobs were unrelated to the company’s performance, financial reporting and results of operations.

Fandozzi had been in discussions with RB Global’s board over pay packages for her and the rest of the management team. But these broke off following disagreements over details including the size and timing of equity compensation, according to Wednesday’s statement.

RB Global said that, during extensive negotiations, Fandozzi required its board to approve a front-loaded compensation program in order for her to continue as CEO. The board ultimately decided not to do this because the structure and size of what was requested went beyond peer group benchmarks. RB Global said Fandozzi informed the board of her decision to resign after an alternative agreement could not be reached. 

Fandozzi said in a separate statement that she hadn’t resigned from the CEO role. The RB Global board made commitments in November 2022, before the company’s takeover of IAA Inc., about the management team’s compensation structure, she said.

“It was only in the last few weeks that I was informed that the board was not going to honor those commitments,” Fandozzi said. She said she believed until recently that “negotiations were still being pursued in good faith in the hope that this matter could be brought to an amicable resolution.”

Jacobs said in a statement he didn’t resign and declined to comment further.

RB Global, which has a market value of roughly $12 billion, narrowly won shareholder approval this year for its US$6 billion acquisition of IAA and invited activist investor Jeffrey Smith of Starboard Value to join its board. After shareholders voiced opposition to the IAA transaction last year, Fandozzi partnered with Starboard to get the deal over the line.

In March, proxy advisers Institutional Shareholder Services Inc. and Glass Lewis & Co. recommended that investors turn down the cash-and-stock transaction. The deal ended up being approved in a close vote.