Document

DEF 14A 1 proxy2021.htm DEF 14A Document

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. )

_______________________________________________________________________________


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Check the appropriate box:
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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)


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Herc Holdings Inc.
27500 Riverview Center Blvd.

Bonita Springs, Florida 34134

April 2, 2021

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 13, 2021, 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 April 2, 2021, 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 2021 ANNUAL MEETING OF STOCKHOLDERS
OF HERC HOLDINGS INC.


Date and Time:			May 13, 2021 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 11 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 2021; and 4.Transaction of any other business that may properly be brought before the annual meeting.
			The Board of Directors unanimously recommends a vote FOR each director nominee and FOR Proposals 2 and 3.


Record Date:			Only holders of record of Company common stock at the close of business on March 15, 2021 will be 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 April 2, 2021, and we expect to first mail the proxy statement and related proxy materials or the Notice to stockholders on or about April 2, 2021.

By Order of the Board of Directors,

S. Wade Sheek

Senior Vice President, Chief Legal Officer and Secretary

April 2, 2021

Bonita Springs, Florida

TABLE OF CONTENTS



			Page

Proxy Statement Summary			1
Proposal 1: Election of Directors			4
Corporate Governance			10
Proposal 2: Advisory Vote To Approve Executive Compensation			16
Compensation Discussion and Analysis			17
Compensation Committee Report			27
Executive Compensation			28
Director Compensation			36
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers			38
Auditor Information			39
Audit Committee Report			40
Beneficial Ownership of Common Stock			41
Certain Relationships and Related Person Transactions			43
Important Information About the Annual Meeting and Voting			45
Other Business			47
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting			47
Stockholder Proposals for 2022 Annual Meeting			47
Annual Report for 20 20			47
Appendix			A-1


Date: May 13, 2021 Time: 9:00 a.m. (local time) Record Date: March 15, 2021			Location: 27500 Riverview Center Blvd. Bonita Springs, Florida 34134


▪Independent Chairman ▪10 of 11 director nominees are independent ▪Annual election of directors ▪Majority voting for directors and director resignation policy in uncontested elections ▪88% Board and committee attendance in 2020 by director nominees			•Robust stock retention guidelines for senior executives and non-employee directors •Prohibition on directors and Section 16 officers pledging Company stock and prohibition on directors and all employees 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 72



Patrick D. Campbell Non-Executive Chairman of the Board Age 68			Director of the Company Since: 2016 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.; SPX Flow, Inc.
Former Public Company Directorships			SPX Corporation; Solera Holdings Inc.
Qualifications			Mr. Campbell’s experience as former senior vice president and chief financial officer of 3M, the current 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. Mr. Campbell serves as the Chair of our Board of Directors.



Lawrence H. Silber Age 64			Director of the Company Since: 2016 Committees: None
Business Experience			•President and Chief Executive Officer of Herc Holdings, since 2015. •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 Independent Director Age 71			Director of the Company Since: 2016 Committees: Finance Committee (Chair) and Audit Committee
Business Experience			KPMG LLP, an audit, tax and advisory services firm, from 1971 to 2009, including serving as Partner and Southwest Area Professional Practice Partner from 1980 to 2009; SEC Reviewing Partner; and Partner in Charge of KPMG’s New Orleans audit practice.
Other Public Company Directorships			RigNet, Inc; Texas Capital Bancshares
Former Public Company Directorships			Endeavor International Corporation
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 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. Mr. Browning serves as Chair of the Finance Committee.



Shari L. Burgess Independent Director Age 62			Director of the Company Since: 2020 Committees: Audit Committee and Finance 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.




Jonathan Frates Independent Director Age 38			Director of the Company Since: 2019 Committees: Finance Committee
Business Experience			Managing Director of Icahn Enterprises L.P., a diversified holding company, since 2018; he also served as Portfolio Company Associate from 2015 to 2018.
Other Public Company Directorships			SandRidge Energy, Inc.; CVR Partners LP; Viskase Companies, Inc.; CVR Energy, Inc.
Former Public Company Directorships			American Railcar Industries, Inc.; CVR Refining, LP; Ferrous Resources Limited
Qualifications			Mr. Frates’ extensive financial and investment experience, knowledge of financial matters and company capitalization structures and a strong understanding of the complex business and financial issues encountered by companies in a variety of industries is beneficial to our growth as a Company. Mr. Frates is a director nominee designated by Mr. Icahn pursuant to the Nominating and Standstill Agreement we entered into with Mr. Icahn described under “Certain Relationships and Related Person Transactions — Agreements with Carl C. Icahn.”




Jean K. Holley Independent Director Age: 61			Director of the Company Since: 2017 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.; OneSpan, Inc.
Former Public Company Directorships			None
Qualifications			Ms. Holley’s experience as a former chief operating officer and a senior leader of a global company brings significant expertise to our board. Her understanding of information technology, strategy and operations benefits our Board of Directors as we seek long-term growth strategies. Her role as a member of the board of directors of an enterprise-wide security solutions company, provides her with extensive knowledge and experience with respect to information technology systems, cybersecurity and systems migrations.




Jacob M. Katz Independent Director Age: 68			Director of the Company Since: 2017 Committees: Audit Committee (Chair) and Finance Committee
Business Experience			Grant Thornton LLP, an independent audit, tax and advisory firm, until 2016, including: Chairman, National Managing Partner and Global Leader of Financial Services, Northeast Region Managing Partner from 2010 to 2013, New York Office Managing Partner from 2003 to 2013, Member of the Partnership Board from 1999 to 2012.
Other Public Company Directorships			Jefferies Financial Group, Inc.; Jefferies Group LLC
Former Public Company Directorships			None
Qualifications			Mr. Katz’s experience as a former chairman of, and holding various leadership roles with, an international accounting firm brings significant experience and extensive knowledge to our board of directors in the areas of finance and accounting. During his career, Mr. Katz served as chairman of the board of Grant Thornton’s partnership board and held various managing partner and leadership roles. Mr. Katz serves as Chair of the Audit Committee.




Michael A. Kelly Independent Director Age 64			Director of the Company Since: 2016 Committees: Compensation Committee (Chair) and Nominating & 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. Mr. Kelly serves as Chair of the Compensation Committee.




Andrew N. Langham Independent Director Age 47			Director of the Company Since: 2020 Committees: Compensation Committee and Nominating and Governance Committee
Business Experience			General Counsel of Icahn Enterprises L.P., a diversified holding company, since 2014.
Other Public Company Directorships			Cheniere Energy, Inc.; Occidental Petroleum Corporation; Welbilt, Inc.
Former Public Company Directorships			CVR Energy, Inc.; CVR Partners LP; CVR Refining, LP; Freeport-McMoRan Inc.; Newell Brands Inc.
Qualifications			Mr. Langham’s experience in corporate finance transactions, business combination transactions and other corporate matters gained through his tenure with Icahn Enterprises and Latham & Watkins adds significant value to our Board. In addition, Mr. Langham’s experience on public company boards provides him with a broad understanding of the responsibilities of public company directors with respect to corporate governance and compensation. Mr. Langham is a director designated by Mr. Icahn pursuant to the Nominating and Standstill Agreement we entered into with Mr. Icahn described under “Certain Relationships and Related Person Transactions –– Agreements with Carl C. Icahn.”




Mary Pat Salomone Independent Director Age 60			Director of the Company Since: 2016 Committees: Audit Committee and Finance Committee
Business Experience			•Retired Chief Operations Officer of The Babcock & Wilcox Company, a technology innovator in power generation systems and specialty manufacturer of nuclear components, from 2010 to 2013, and also served in business development and strategic acquisition roles from 2008 to 2009. •President and Chief Executive Officer of Marine Mechanical Corporation, a manufacturer of electro-mechanical equipment, from 2001 to 2007.
Other Public Company Directorships			Intertape Polymer Group; TC Energy Corporation
Former Public Company Directorships			None
Qualifications			Ms. Salomone’s experience as a former chief operating officer brings significant executive and management experience to our Board. Her deep understanding of operations and experience with complex government contracts, health, safety and human resources matters and strategic acquisitions provides her with insight into a variety of issues applicable to our growth as a Company. In addition, her experience as a board member of a public company traded on the Toronto Stock Exchange provides her with insight into the Canadian market, where we conduct a portion of our business.



Andrew J. Teno Independent Director Age 36			Director of the Company Since: 2021 Committees: Finance Committee
Business Experience			•Portfolio Manager of Icahn Capital LP, the entity through which Carl C. Icahn manages investment funds, since October 2020. •Director of Fir Tree Partners, a private investment firm, from 2011 to 2020.
Other Public Company Directorships			Cheniere Energy, Inc., FirstEnergy Corp.
Former Public Company Directorships			Eco-Stim Energy
Qualifications			Mr. Teno has extensive financial and investment experience and a strong understanding of the complex business and financial issues encountered by companies in a variety of industries. His knowledge of financial matters, company capitalization structures and the capital markets gained through his tenure with investment banking firms and an M&A advisory boutique provides him with insight into issues applicable to us. Mr. Teno is a director nominee designated by Mr. Icahn pursuant to the Nominating and Standstill Agreement we entered into with Mr. Icahn described under “Certain Relationships and Related Person Transactions –– Agreements with Carl C. Icahn.”


Members						Roles and Responsibilities
Katz (Chair) Browning Burgess Salomone						•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. •Prepares our Audit Committee’s report included in our annual proxy statement.
Number of Meetings in 2020
8


Our Executive Compensation Practices
ü			Significant percentage of target total compensation is performance based
ü			Long-term objectives designed to be aligned with the creation of stockholder value
ü			Market comparison of executive compensation against an industry and size appropriate peer group
ü			Use of an independent compensation consultant reporting directly to the Compensation Committee
ü			Double-trigger vesting for equity awards in the event of a change in control
ü			Stock ownership guidelines
ü			Clawback policy
ü			Annual say-on-pay vote

û			We do not have tax gross-ups
û			We do not have excessive severance benefits
û			We do not allow dividends or dividend equivalents on unearned or unvested awards
û			We do not allow repricing of underwater stock options without stockholder approval
û			We do not allow hedging, short sales or pledging of our securities


Aggreko plc	H&E Equipment Services	Ritchie Bros Auctioneers Inc.
Applied Industrial Tech Inc.	KAR Auction Services Inc.	Triton International Ltd.
Ashtead Group plc	McGrath Rentcorp	United Rentals, Inc.
Beacon Roofing Supply, Inc.	Mobile Mini, Inc.(1)	Watsco Inc.
Fastenal Company	NOW Inc.
GATX Corp.	Pool Corp.


	2020 Salary	2019 Salary	Increase
Name	($)	($)	(%)
Mr. Silber	925,000	925,000	—
Mr. Irion	475,000	450,000	5.6
Mr. Birnbaum (1)	450,000	—	—
Mr. Peres	430,000	430,000	—
Mr. Cunningham	420,000	420,000	—


Members						Roles and Responsibilities
Kelly (Chair) Campbell Holley Langham						•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. •Approves the annual incentive compensation targets and payouts and grants to our most senior executives under our long-term incentive plan. •Prepares a report on executive compensation required for inclusion in our annual proxy statement.
Number of Meetings in 2020
8


Members						Roles and Responsibilities
Campbell (Chair) Holley Kelly Langham						•Assists our Board in determining the skills, qualities and eligibility of individuals recommended for membership on our Board. •Reviews the composition of our Board and its committees to determine whether it may be appropriate to add or remove individuals. •Reviews and evaluates directors for re-nomination and re-appointment to committees. •Reviews and assesses the adequacy of our Corporate Governance Guidelines and Directors’ Code of Business Conduct and Ethics. •Reviews and recommends to the Board the form and amount of compensation paid to directors. •Reviews issues related to corporate social responsibility and our relationships and visibility as a corporate citizen, both locally and globally.
Number of Meetings in 2020
5


Members						Roles and Responsibilities
Browning (Chair) Burgess Frates Katz Salomone Teno						• 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. • Approves certain mergers, acquisitions and divestitures. • 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 2020
4


	Target Award as a % of 2020 Salary	Target Award
Named Executive Officer	(%)	($)
Mr. Silber	100	925,000
Mr. Irion	75	356,250
Mr. Birnbaum	75	337,500
Mr. Cunningham	75	315,000
Mr. Peres	75	322,500


	Adjusted EBITDA(1) (in millions)			Return on Revenue Earning Equipment(1)		Equipment Rental Revenue Growth		Free Cash Flow (in millions)
Threshold(2)	$	726.0		18.5	%	2.1	%	$	125.0
Target	$	779.0		19.9	%	3.5	%	$	150.0
Maximum	$	883.0		21.5	%	4.6	%	$	175.0
Weighting	50		%	30	%	10	%	10		%

SEC Form DEF 14A filed by Herc Holdings Inc.