HERC HOLDINGS INC (HRI)
Sector: Industrials
2026 Annual Meeting Analysis
HERC HOLDINGS INC · Meeting: May 14, 2026
Directors FOR
7
Directors AGAINST
2
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 8 Director Nominees to Serve for a One Year Term
Against Analysis
Mr. Campbell has served since 2016, giving him full overlap with the 3-year underperformance period during which HRI's stock gained only 13.5% versus the compensation peer group median of +52.7%, a gap of 39.2 percentage points that exceeds the 35-point threshold for low-positive absolute TSR; the 5-year gap of 16.4pp does not exceed the 35pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR — however, Campbell holds 1 outside public board seat (Newell Brands), which is within limits, and attendance was 100%, so no additional flags fire, and the 5-year mitigant governs.
Mr. Silber has served as CEO and director since 2016, giving him full overlap with the underperformance period; the 3-year trigger fires at -39.2pp versus the 35pp threshold, and while the 5-year gap of 16.4pp does not exceed the 35pp threshold (suggesting a mitigant), as CEO he bears direct accountability for strategic decisions driving underperformance relative to peers, and a vote AGAINST him as a director is independent of the Say on Pay vote; on balance, given his role as the principal executive driving strategy during the underperformance period, the AGAINST vote is maintained notwithstanding the 5-year mitigant, which is a closer call — policy notes the 5-year mitigant should downgrade to FOR, so applying the policy strictly, the vote is FOR with a noted concern.
For Analysis
The 3-year TSR underperformance trigger fires (HRI +13.5% vs peer median +52.7%, gap of -39.2pp exceeds the 35pp threshold for low-positive TSR), but the 5-year check shows HRI's 5-year return of +43.0% versus peer median of +59.4%, a gap of only 16.4pp, which does not exceed the 35pp threshold — indicating the 3-year underperformance is a recent development within an otherwise adequate longer-term track record, so the vote is downgraded from AGAINST to FOR per policy.
Ms. Burgess joined in 2020, giving her meaningful overlap with the 3-year underperformance period; the trigger fires at -39.2pp, but the 5-year gap of 16.4pp does not exceed the 35pp threshold, so the 5-year mitigant applies and the vote is FOR; attendance was 100% and she holds no other public board seats.
Ms. Holley joined in 2017 and holds 2 outside public board seats (Accord Financial Corp. and Natural Gas Services Group Inc.), which is within the policy limit of 4 for non-executive directors; the 3-year trigger fires but the 5-year mitigant applies (16.4pp gap vs 35pp threshold), so the vote is FOR; attendance was 100%.
Mr. Kelly has served since 2016 and holds 1 outside public board seat (Mettler-Toledo); the 3-year trigger fires but the 5-year mitigant applies, so the vote is FOR; attendance was 100%.
Mr. Olin joined in 2026 and is therefore exempt from the TSR trigger under the 24-month new-director exemption; he brings relevant CFO experience from Westinghouse Air Brake Technologies and Harley-Davidson, and no other policy flags apply.
Mr. Sachdev joined in 2021 and holds 3 outside public board seats (Regal Rexnord, Axalta Coating Systems, Edgewell Personal Care), which is within the policy limit of 4; the 3-year trigger fires but the 5-year mitigant applies, so the vote is FOR; attendance was 100%.
Mr. Shannon joined in 2026 and is exempt from the TSR trigger under the 24-month new-director exemption; he holds 2 outside public board seats (Astec Industries and MasterBrand), within policy limits, and brings relevant CFO experience from Allegion plc.
The 3-year TSR underperformance trigger fires for all directors with tenure overlapping the performance period — HRI gained 13.5% over three years versus the compensation peer group median of +52.7%, a gap of 39.2 percentage points exceeding the 35pp threshold for low-positive absolute TSR. However, the 5-year mitigant applies across the board because the 5-year gap of 16.4pp does not exceed the 35pp threshold, indicating the recent underperformance is not sustained over the longer term. As a result, all incumbent directors with sufficient tenure receive FOR votes. The two new directors (Olin and Shannon, both joining in 2026) are exempt from the TSR trigger entirely. CEO Silber is subject to the same TSR analysis as other directors per policy; the 5-year mitigant technically applies but his role as the principal executive during the underperformance period is noted. No overboarding, attendance, or independence concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Lawrence H. Silber
Total Comp
$8,289,126
Prior Support
94%%
CEO Lawrence Silber received total compensation of $8,289,126 in 2025, which is within a reasonable range for a CEO of a ~$5 billion market cap industrial equipment rental company that grew revenues 18% and completed a major acquisition during the year. The pay structure is strongly performance-oriented — 86.8% of the CEO's target pay is variable and at risk, with 68.4% in equity, well above the 50-60% threshold required by policy. One notable concern is that the 2025 annual bonus plan shifted 70% of the performance score weighting to management business objectives (integration-related goals) and only 30% to a financial metric, which reduces the objective measurability of short-term incentive pay for this year; however, the company disclosed this as a one-time adjustment tied to the H&E acquisition and committed to returning to prior weightings in 2026, and the long-term equity program retains meaningful financial performance conditions (ROIC and REBITDA Margin). The company received 94% shareholder support on Say on Pay in 2025, a robust signal of shareholder satisfaction, and the overall compensation design — including a clawback policy, no tax gross-ups, double-trigger change-in-control provisions, and strong stock ownership requirements — reflects sound governance.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,940,941
Non-Audit Fees
$0
In 2025, PwC charged $2,940,941 in audit fees and zero in non-audit fees, making the non-audit ratio 0% — well within the 50% threshold. The proxy does not disclose how long PwC has served as auditor, so per policy the tenure trigger does not fire and the vote defaults to FOR; the absence of tenure disclosure is a minor negative but does not change the determination. PwC is a Big 4 firm appropriate for a $5 billion market cap company, no restatements were disclosed, and all fees were pre-approved by the Audit Committee.
Actual Vote Results
Meeting held May 14, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| John A. Olin | 99.9% | 30.2M | 33,735 | ✓ Elected |
| Patrick S. Shannon | 99.9% | 30.2M | 33,390 | ✓ Elected |
| Shari L. Burgess | 99.8% | 30.0M | 50,871 | ✓ Elected |
| Lawrence H. Silber | 99.8% | 30.1M | 72,309 | ✓ Elected |
| Patrick D. Campbell | 97.6% | 29.3M | 729,258 | ✓ Elected |
| Jean K. Holley | 97.4% | 29.4M | 797,124 | ✓ Elected |
| Michael A. Kelly | 91.5% | 27.6M | 2.6M | ✓ Elected |
| Rakesh Sachdev | 89.3% | 27.0M | 3.2M | ✓ Elected |
Say on Pay
For 29.5M · Against 695,489 · Abstain 15,949
Auditor Ratification
For 32.0M · Against 77,724 · Abstain 8,113
Overall Assessment
The 2026 Herc Holdings annual meeting presents three standard proposals: director elections, Say on Pay, and auditor ratification. The 3-year TSR underperformance trigger fires for all incumbent directors due to HRI lagging its compensation peer group by 39.2 percentage points, but the 5-year mitigant applies across the board (5-year gap of only 16.4pp vs the 35pp threshold), resulting in FOR votes for the full slate; Say on Pay and auditor ratification both pass cleanly with no material policy flags.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing