hri-20240325

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________________________________________________________________

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

_______________________________________________________________________________


Filed by the Registrant			x			Filed by a party other than the Registrant			o


Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material Under Rule 14a-12

HERC HOLDINGS INC.

(Exact name of registrant as specified in its charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
x			No fee required

o			Fee paid previously with preliminary materials.

o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Herc Holdings Inc.
27500 Riverview Center Blvd.

Bonita Springs, Florida 34134

March 29, 2024

Dear Stockholder:

You are cordially invited to attend our annual meeting of stockholders to be held at 9:00 a.m. (local time) on May 16, 2024, at our principal executive office located at 27500 Riverview Center Blvd., Bonita Springs, Florida 34134.

As a stockholder, you play an important role in Herc Holdings and your vote is important. If you do not vote your shares, you will not have a say on the important issues to be voted on at the annual meeting. Information on how to vote is included in the enclosed proxy statement.

We are using the “Notice and Access” method of providing proxy materials to you via the Internet at www.proxyvote.com, instead of by mail. On or about March 29, 2024, we will begin mailing to our stockholders a proxy statement and related proxy materials or a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement and related proxy materials and how to vote online.

Thank you for the time and attention you invest in making a thoughtful voting decision.

Sincerely,



Patrick D. Campbell			Lawrence H. Silber
Non-executive Chairman of the Board			President, Chief Executive Officer and Director

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
OF HERC HOLDINGS INC.


Date and Time:			May 16, 2024 at 9:00 a.m. (local time).
Place:			Our principal executive office, located at 27500 Riverview Center Blvd., Bonita Springs, Florida 34134.
Proposals:			1.Election of the 8 nominees named in the accompanying proxy statement to serve as directors until the next annual meeting of stockholders; 2.Approval, by a non-binding advisory vote, of the named executive officers’ compensation; 3.Ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024; and 4.Transaction of any other business that may properly be brought before the annual meeting.
			The Board of Directors recommends a vote FOR each director nominee and a vote FOR Proposals 2 and 3.


Record Date:			Only holders of record of Company common stock at the close of business on March 18, 2024 are entitled to attend and vote at the meeting.
How to Vote:			You may vote online or by telephone by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (“Notice”) and the proxy statement. If you requested a paper copy of our proxy materials, you may also vote by completing, signing, dating and returning the proxy card. If you attend the annual meeting, you may vote in person.
Date of Mailing:			This proxy statement and accompanying materials were filed with the Securities and Exchange Commission on March 29, 2024, and we expect to first mail the proxy statement and related proxy materials or the Notice to stockholders on or about March 29, 2024.

By Order of the Board of Directors,

S. Wade Sheek

Senior Vice President, Chief Legal Officer and Secretary

March 29, 2024

Bonita Springs, Florida

TABLE OF CONTENTS



			Page

Proxy Statement Summary			1
Proposal 1: Election of Directors			4
Corporate Governance			9
Proposal 2: Advisory Vote To Approve Executive Compensation			17
Compensation Discussion and Analysis			18
Compensation Committee Report			28
Executive Compensation			29
Director Compensation			41
Proposal 3 : Ratification of the Appointment of PricewaterhouseCoopers			43
Auditor Information			44
Audit Committee Report			45
Beneficial Ownership of Common Stock			46
Certain Relationships and Related Person Transactions			48
Important Information About the Annual Meeting and Voting			50
Other Business			52
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting			52
Stockholder Proposals for 202 5 Annual Meeting			52
Annual Report for 202 3			52
Appendix			A-1

Table of Contents

PROXY STATEMENT SUMMARY

This proxy statement was filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024, and we expect to first send the proxy statement and related proxy materials or the Notice of Internet Availability of Proxy Materials (the “Notice”) to stockholders on or about March 29, 2024. This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Business Performance

We are a leading equipment rental company, committed to being the supplier, employer and investment of choice in our industry. With approximately 400 locations throughout North America, we offer products and services aimed at helping customers work more efficiently, effectively and safely. As an essential service provider, our team provides critical support for the operations of essential businesses and industries.

We continue to execute our strategy to drive profitable growth and improvement in our key metrics. Our local markets and industries continue to demonstrate strength in economic activity and the operating environment is favorable for equipment rental companies of scale. We believe the increase in mega projects and infrastructure spending will continue to benefit us and our industry into 2024 and beyond. We also see the secular shift from equipment ownership to rental continuing, further increasing the demand for our rental equipment and services.

Equipment rental revenue increased 12% to $2.87 billion and adjusted EBITDA increased 18% to $1.45 billion, over the prior year. We continued our positive growth trend in 2023, and we reported a compound annual growth rate of 14% in rental revenue and 18% in adjusted EBITDA since 2019. Additionally, our net leverage at 2.5x in 2023 is at the middle of our targeted range. Our capital allocation strategy focuses on continuing investment in the business through organic growth and acquisitions, while providing returns to our stockholders through a quarterly dividend and opportunistically repurchasing shares of our common stock.

Adjusted EBITDA and Net Leverage are non-GAAP measures and are defined in the appendix beginning on page A-1.

Meeting Information

The Board of Directors of Herc Holdings Inc. (the “Board”) is soliciting proxies to be used at the annual meeting of stockholders to be held:


Date: May 16, 2024 Time: 9:00 a.m. (local time) Record Date: March 18, 2024			Location: 27500 Riverview Center Blvd. Bonita Springs, Florida 34134

Table of Contents

Items of Business

Proposal

Board Voting Recommendation

Page Reference

1. Election of 8 Director Nominees to Serve for a One Year Term

FOR each nominee

2. Advisory Vote on Executive Compensation

FOR

3. Ratification of the Company’s Auditor for 2024

FOR

Director Nominees

The following table provides summary information (as of March 29, 2024) about each director nominee:

Name

Age

Director Since

Primary or Former Occupation

Other Public Company Boards

Independent

Board Committee Membership*

Patrick D. Campbell
(Chairman)

2016

Retired Senior Vice President and Chief Financial Officer of 3M Company

Lawrence H. Silber

2016

Chief Executive Officer and President of Herc Holdings

James H. Browning

2016

Retired Partner at KPMG LLP

Shari L. Burgess

2020

Retired Vice President and Treasurer, Lear Corporation

—

Lorin Crenshaw

—

Chief Financial Officer, Compass Minerals International, Inc.

—

Jean K. Holley

2017

Retired Senior Vice President and Chief Information Officer for Brambles Limited

Michael A. Kelly

2016

Retired Executive Vice President of the Electronics and Energy Business of 3M Company

Rakesh Sachdev

2021

Retired Chief Executive Officer of Platform Specialty Products Corporation

* A – Audit Committee; C – Compensation Committee; G – Nominating and Governance Committee;

CC – Committee Chair; X – Committee Member

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Governance Highlights

Our Board is committed to good corporate governance and promoting the long-term interests of our stockholders by adopting structures, policies and practices that we believe strengthen the Board and promote responsible oversight of management. Highlights of our corporate governance practices include:


▪Independent Chairman ▪7 of 8 director nominees are independent ▪Annual election of directors ▪Majority voting for directors and director resignation policy in uncontested elections ▪100% Board and Committee attendance in 2023 by director nominees ▪Incentive compensation recovery policy for Section 16 officers			•Robust stock retention guidelines for senior executives and non-employee directors •Prohibition on directors and employees, including Section 16 officers, pledging or hedging Company stock •The Board generally will not nominate a non-management director for election at an annual meeting if that person has reached age 75

Environmental and Social Highlights

We are committed to operating according to sound social and environmental practices as we seek to create value for customers, employees, communities and stockholders. Highlights of our social and environmental practices include:


▪Oversight of environmental and sustainability matters by the Nominating and Governance Committee ▪Oversight of social responsibility matters by the Compensation Committee ▪Awarded Silver Medal by EcoVadis in recognition of sustainability achievements ▪Named by Newsweek as one of America's Most Responsible Companies three years in a row ▪Improved MSCI sustainability assessment to a rating of A			•Awarded the Military Employer Gold designation for 2024 •Published Corporate Citizenship Report aligned with Global Reporting Initiatives standards •Reported progress on reduction of Scope 1 and 2 GHG emissions intensity and non-toxic waste to landfill intensity by 2030 •Reported on continuing trend of annual safety improvement to reach a goal of Total Recordable Incident Rate of 0.49 by 2030

How to Vote

Whether or not you plan to attend the annual meeting, please vote as promptly as possible using one of the following methods:

•Via Internet by following the instructions on www.proxyvote.com;

•Via telephone by calling 1‑800‑690-6903 and following the instructions provided by the recorded message; or

•Via mail by completing, signing and dating the proxy card (if you received printed proxy materials) and returning it to the address listed therein.

Where You Can Find Additional Information

Our website is located at http://ir.hercrentals.com. Although the information contained on or connected to our website is not part of this proxy statement, you can view additional information on our website, such as the charters of our Board committees, our Corporate Governance Guidelines, our Code of Ethics and reports that we file with the Securities and Exchange Commission. Copies of these documents may also be obtained free of charge by writing Herc Holdings Inc., 27500 Riverview Center Blvd., Bonita Springs, Florida 34134, Attention: Corporate Secretary.

Table of Contents

PROPOSAL 1: Election of Directors

Nominees for Election to the Board

The Board has nominated each director nominee listed below for election for a one-year term beginning at the 2024 annual meeting of stockholders to be held on May 16, 2024 (the “Annual Meeting”) and expiring at the end of the 2025 annual meeting of stockholders and the election of their successors. Each director nominee is expected to be available for election as a director, but in the event that one or more of the nominees is not available for election due to unforeseen circumstances, the proxy will be voted for the Board’s substitute nominee or nominees.

Director Election Standards

We maintain a “majority” voting standard for uncontested elections of directors. For a nominee to be elected to our Board, the nominee must receive more “for” than “against” votes.

The Board recommends a vote FOR the following nominees for election as directors:


Patrick D. Campbell, Non-Executive Chairman of the Board
			Director Since: 2016 Age: 71 Committees: Nominating and Governance Committee (Chair) and Compensation Committee
Business Experience			•Retired Senior Vice President and Chief Financial Officer of 3M Company, a diversified global technology company, from 2002 to 2011. •Former Vice President of International and Europe of General Motors Corporation, a vehicle manufacturing company, as well as various finance functions during his 25-year tenure.
Other Public Company Directorships			Newell Brands Inc.; Stanley Black and Decker, Inc.
Former Public Company Directorships			SPX Corporation; SPX Flow, Inc.; Solera Holdings Inc.
Qualifications			Mr. Campbell’s experience as former senior vice president and chief financial officer of 3M, the former Non-Executive Chairperson of the Board of Newell Brands Inc. and the former Lead Director of Stanley Black and Decker, Inc. brings substantial expertise to our Board. His extensive experience as a leader of boards of directors and his knowledge of financial and accounting matters, company capitalization structures and the capital markets gained through his tenure and leadership in different industries provides him with insight into a variety of issues relevant to our growth as a company. In addition, he was responsible for mergers and acquisitions as well as information technology in his role at 3M and offers significant expertise in each of those areas. Further, his combination of domestic and international roles in complex global businesses provides him with an understanding of diverse political and regulatory systems.

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Lawrence H. Silber
			Director Since: 2016 Age: 67 Committees: None
Business Experience			•President and Chief Executive Officer of Herc Holdings, since 2016. •Executive Advisor at Court Square Capital Partners, LLP, a private equity firm, from 2014 to 2015. •Chief Operating Officer of Hayward Industries, one of the world’s largest swimming pool equipment manufacturers, from 2008 to 2012. •Ingersoll Rand plc, a manufacturer of industrial products and components, from 1978 to 2008.
Other Public Company Directorships			Hayward Holdings, Inc.
Former Public Company Directorships			SMTC Corporation
Qualifications			Mr. Silber has extensive expertise and a deep knowledge of our business including its operations, business development matters and financial performance. His leadership has kept us well poised to continue our strategy of being the supplier, employer and investment choice in our industry.



James H. Browning
			Director Since: 2016 Age: 74 Committees: Audit Committee (Chair)
Business Experience			KPMG LLP, an audit, tax and advisory services firm, from 1971 to 2009, including serving as Partner from 1980 to 2009, and Southwest Area Professional Practice Partner, SEC Reviewing Partner, and Partner in Charge of KPMG’s New Orleans audit practice.
Other Public Company Directorships			Texas Capital Bancshares
Former Public Company Directorships			RigNet, Inc.
Qualifications			Mr. Browning’s extensive financial knowledge and experience brings significant expertise to our Board. His public accounting experience with various industries during his long tenure with KPMG provides him with extensive knowledge and experience in addressing financial and accounting matters. In addition, his experience as former chairman of the board of RigNet, Inc., together with his roles on other public company boards, including audit committees, provides him with a broad understanding of the responsibilities of public company boards and audit committees.

Table of Contents


Shari L. Burgess
			Director of the Company Since: 2020 Age: 65 Committees: Audit Committee
Business Experience			Retired Vice President and Treasurer, Lear Corporation, a global automotive supplier of seating, electrical distribution and connections systems and electronic systems, from 2002 to 2021 and served in various financial roles at Lear beginning in 1992.
Other Public Company Directorships			None
Former Public Company Directorships			None
Qualifications			Ms. Burgess’ experience as the vice president and treasurer at Lear Corporation brings significant executive and management experience to our Board. Her deep understanding of corporate finance, corporate structure, long-term strategy objectives and transactions provides her with insight into a variety of complex issues applicable to our growth as a company. Her experience as Lear Corporation’s chief diversity officer from 2014 to 2018 and involvement in the promotion of diversity programs in the State of Michigan brings another dimension to our Board and will be beneficial to our development as a company in the areas of diversity and corporate citizenship.

Lorin Crenshaw
			Director of the Company Since: Director Nominee Age: 48 Committees: None
Business Experience			•Chief Financial Officer, Compass Minerals International, Inc., a leading global provider of essential minerals, including deicing salt and specialty fertilizers, from 2021 to present. •Former Chief Financial Officer of Orion Engineered Carbons, S.A., a leading global supplier of carbon black, from 2019 to 2021. •Former Vice President, Chief Financial Officer, Lithium division of Albemarle Corporation, a leading global provider of lithium and specialty chemicals, from 2016 to 2019.
Other Public Company Directorships			None
Former Public Company Directorships			None
Qualifications			Mr. Crenshaw’s experience acquired through positions held as the Chief Financial Officer of Compass Minerals International, Inc., Orion Engineered Carbons, S.A., and Albemarle Corporation’s Lithium division brings substantial financial expertise, broad knowledge of financial controls and systems, risk management, and strategic planning to our Board. In addition, his experience acquired through positions as an equity and debt investor, respectively, at Citigroup Asset Management and PGIM Private Capital (f/k/a Prudential Capital Group), brings significant investment and capital structure acumen to our Board. Collectively, his experiences provide him with insight into a wide range of issues relevant to our growth as a Company.

Table of Contents


Jean K. Holley
			Director of the Company Since: 2017 Age: 64 Committees: Compensation Committee and Nominating and Governance Committee
Business Experience			•Retired Global Senior Vice President and Chief Information Officer for Brambles Limited, the global leader in supply chain and logistics, from 2011 to 2017. •Former Executive Vice President and Chief Information Officer for Tellabs, Inc., a company that designs, develops, deploys and supports telecommunications around the world, from 2004 to 2011.
Other Public Company Directorships			Accord Financial Corp.
Former Public Company Directorships			OneSpan, Inc.
Qualifications			Ms. Holley’s experience as a former chief information officer and a senior leader of a global company brings significant expertise to our Board of Directors. Her knowledge and understanding of information technology, digital transformation, digital security and critical cybersecurity infrastructure, strategy and operations benefits our Board as we develop and execute our long-term growth strategies. Ms. Holley’s experience as a leader in information technology provides her with extensive knowledge with respect to information technology systems, digital transformations, cybersecurity and systems migrations. Ms. Holley is the recipient of the Presidential Humanitarian Leadership Award for her leadership of a presidential COVID data analytics and modeling task force and received the Georgia CIO ORBIE Lifetime Achievement Award in recognition of her leadership in developing strategic plans and executing digital transformations.

Michael A. Kelly
			Director of the Company Since: 2016 Age: 67 Committees: Compensation Committee (Chair) and Nominating and Governance Committee
Business Experience			Retired Executive Vice President, Electronics and Energy Business of 3M Company, a diversified global technology company, from 2012 to 2016; he also served as Executive Vice President of the Display and Graphic Business from 2006 to 2012, and in various management positions in the U.S., Singapore, Korea and Germany.
Other Public Company Directorships			Mettler-Toledo International, Inc.
Former Public Company Directorships			None
Qualifications			Mr. Kelly’s experience as a former executive vice president at 3M’s Electronic and Energy Business, with global responsibility for all operational and strategic elements of a $6 billion business, brings substantial expertise to our Board of Directors. His knowledge and experience with respect to strategic planning, restructuring and general operational matters provides him with insight into various issues of importance to our future growth as a company. In addition, his service on the board of another public company provides him with a broad understanding of the responsibilities of public company boards.

Table of Contents



Rakesh Sachdev
			Director of the Company Since: 2021 Age: 68 Committees: Audit Committee
Business Experience			•Former Interim CEO, Axalta Coating Systems Ltd., a global coatings manufacturing company, from August 2022 to December 31, 2022. •Retired Chief Executive Officer of Platform Specialty Products Corporation, a global specialty chemicals company, from 2016 to 2019. •Former President, Chief Executive Officer of Sigma Aldrich Corporation, an S&P 500 global life science and biotechnology company, from 2010 to 2015. •Senior Advisor to New Mountain Capital, a private equity company, since 2019.
Other Public Company Directorships			Regal Rexnord Corporation; Axalta Coating Systems Ltd.; Edgewell Personal Care Company
Former Public Company Directorships			Avantor Inc.; Element Solutions Inc.; Sigma Aldrich Corporation
Qualifications			Mr. Sachdev’s experience as former chief executive officer of Platform Specialty and Sigma Aldrich and the former interim chief executive officer and current Non-Executive Chair of the Board of Axalta Coating Systems brings substantial expertise to our Board. His extensive knowledge of financial and accounting matters, company capitalization structures and the capital markets gained through his tenure in different industries provides him with insight into a variety of issues relevant to our growth as a company. In addition, his role as former board member and chairman of the Federal Reserve Bank of St. Louis provides him with a deep understanding of banking and federal regulatory systems. Further, his combination of domestic and international roles in complex global businesses provides him with an understanding of diverse political and regulatory systems.

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CORPORATE GOVERNANCE

Corporate Governance

Our business is managed with the oversight of our Board of Directors. Our Board is committed to good corporate governance and promoting the long-term interests of our stockholders by adopting structures, policies and practices that we believe strengthen the Board and promote responsible oversight of management. Our By-Laws, Corporate Governance Guidelines and the charters of each of our Board committees provide the framework for our corporate governance. A copy of our By-Laws, Corporate Governance Guidelines, as well as the charters of each Board committee, are available under the Investor Relations section of our website at http://ir.hercrentals.com.

Our Board Leadership

The Board believes it is important to retain flexibility to allocate the responsibilities of the offices of the Chair of the Board and Chief Executive Officer (“CEO”) in a manner that is in the best interests of the Company, including the flexibility to determine whether these offices should be combined or separate. The Board believes the decision as to who should serve as Chair and CEO, and whether the offices should be combined or separate, should be assessed periodically by the Board, and the Board should not be constrained by a rigid policy mandating the structure of such positions. The Board currently believes the most effective and efficient leadership structure is for an independent director to serve as the non-executive Chair of the Board (“Non-Executive Chair”). Mr. Campbell serves as the Non-Executive Chair of the Board.

The Board believes that the current leadership structure benefits the Company by delineating roles of management and oversight over management. Our CEO and his management team provide the overall strategy and day-to-day leadership for our Company, and the Board, along with the Non-Executive Chair, provides oversight and evaluates the performance of management. The Non-Executive Chair, in consultation with the CEO, has responsibility for chairing and determining the length and frequency of Board meetings as well as setting the agenda for such meetings. The Non-Executive Chair also sets the agenda for and chairs the Board’s regularly-scheduled executive sessions in which management (other than Mr. Silber) does not participate. The Board also holds regular executive sessions where only our independent directors attend. The Non-Executive Chair (or, in his absence, another independent director selected by the independent directors present at such executive session) presides over the executive sessions to facilitate the discussion. In addition, the Non-Executive Chair also significantly assists in evaluating and in setting the compensation of our CEO by conferring with other independent members of the Board regarding our CEO’s performance.

Board Independence

Our Board has determined that each director nominee, other than Mr. Silber, our President and CEO, is “independent” under our standards for determining director independence, which are specified in Annex A to our Corporate Governance Guidelines. These standards for determining director independence are consistent with the federal securities laws and applicable New York Stock Exchange (“NYSE”) listing standards. The Board also determined that Hunter C. Gary, Steven D. Miller and Andrew J. Teno, each of whom served as a director during 2023, were also independent.

In recommending to the Board that each of those directors be classified as independent, the Nominating and Governance Committee considered whether there were any facts or circumstances that might impair the independence of each of those persons.

Board Committees

Our Board has three standing committees – the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. Each committee has a written charter. Each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee meets the independence and eligibility standards necessary for service on such committee pursuant to our Corporate Governance Guidelines, the respective charter of each committee and the relevant federal securities laws and NYSE listing standards. Our Board has designated Messrs. Browning, Crenshaw and Sachdev and Ms. Burgess as “audit committee financial experts.”

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Membership, Meetings and Roles and Responsibilities of the Board Committees

Audit Committee


Members						Roles and Responsibilities
Browning (Chair) Burgess Sachdev						•Oversees our accounting, financial and external reporting policies and practices as well as the integrity of our financial statements. •Monitors the independence, qualifications and performance of our independent registered public accounting firm. •Oversees the performance of our internal audit function and operational policies and practices that affect our internal controls. •Monitors our compliance with legal and regulatory requirements. •Reviews the annual internal audit plan and the commitment of internal audit resources, in each case as they relate to risk management. •Oversees our annual corporate risk assessment, our major financial risk exposures, and our technology and information security risks, including cybersecurity. •Prepares our Audit Committee’s report included in our annual proxy statement. •Assists our Board in its oversight of the Company’s financing policies. •Reviews, approves and recommends to our Board matters pertaining to our financial structure, short and long-term financing in both the public and private markets, and other financial matters of importance. •Reviews and recommends to our Board matters pertaining to our dividend policy and share repurchases. •Periodically reviews funding, asset performance and strategies for our pension and other post-retirement benefit plans and delegation of authority policy.
Number of Meetings in 2023
7

Compensation Committee


Members						Roles and Responsibilities
Kelly (Chair) Campbell Holley						•Evaluates the performance of our CEO as it relates to all elements of compensation, as well as the goals and objectives of our senior executives. •Oversees compensation philosophy and compensation plans and guidelines for our most senior executives. •Approves the annual incentive compensation targets and payouts and grants to our most senior executives under our long-term incentive plan. •Oversees succession planning for the Company's senior management group. •Oversees programs, policies and initiatives related to employee relations, engagement and culture, equal employment and equal opportunity, and diversity and inclusion. •Prepares a report on executive compensation required for inclusion in our annual proxy statement.
Number of Meetings in 2023
7

SEC Form DEF 14A filed by Herc Holdings Inc.