HERC HOLDINGS INC (HRI)
Sector: Industrials
2026 Annual Meeting Analysis
HERC HOLDINGS INC · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
6
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 and bears full accountability for HRI's 3-year stock performance of -2.3%, which lags the company's own peer group median of +54.3% by 56.6 percentage points — well above the 20-point trigger threshold for companies with negative absolute returns; the 5-year check shows HRI at +15.2% vs peer median +43.3%, a gap of 28.1pp which exceeds the 35pp threshold for the low-positive tier, meaning the 5-year record does not rescue the vote, and the AGAINST stands.
Mr. Silber serves as both CEO and a director and has been in both roles since 2016, giving him direct responsibility for the company's strategy and performance throughout the underperformance period; HRI's 3-year return of -2.3% trails the peer group median by 56.6 percentage points, far exceeding the 20-point trigger, and the 5-year gap of 28.1pp does not exceed the 35pp threshold for the low-positive tier, so the 5-year mitigant does not apply and the AGAINST vote stands.
Ms. Burgess has served since 2020, giving her over five years of tenure and meaningful overlap with the period of underperformance; HRI's 3-year stock return of -2.3% trails the company's peer group by 56.6 percentage points, triggering the AGAINST threshold, and the 5-year check does not provide relief as the gap remains below the applicable rescue threshold.
Ms. Holley joined in 2017 and has been a board member for approximately nine years, spanning the full period of underperformance; the 56.6-percentage-point gap between HRI's 3-year return and its peer group median far exceeds the 20-point trigger, and the 5-year record does not rescue the vote.
Mr. Kelly has served since 2016 with full tenure overlap with the underperformance period; the 56.6-percentage-point lag behind the peer group median triggers the AGAINST vote, and the 5-year performance gap does not meet the threshold needed to downgrade the vote to FOR.
Mr. Sachdev has served since 2021, covering the entire 3-year measurement window; HRI's underperformance relative to its peers by 56.6 percentage points triggers the AGAINST vote, and the 5-year check does not provide relief.
For Analysis
Mr. Olin joined the board in 2026 and is exempt from the TSR trigger under the policy's 24-month new-director exemption; no other negative factors are present.
Mr. Shannon joined the board in 2026 and is exempt from the TSR trigger under the policy's 24-month new-director exemption; no other negative factors are present.
Six of eight director nominees are voted AGAINST due to HRI's severe 3-year stock underperformance relative to its own disclosed peer group: HRI returned -2.3% over three years while the peer group median returned +54.3%, a gap of 56.6 percentage points that far exceeds the 20-point trigger threshold applicable to companies with negative absolute returns. The 5-year record (HRI +15.2% vs peer median +43.3%, gap of 28.1pp) does not provide the rescue mitigant because this gap is below the 35pp threshold for the low-positive return tier. The two newest directors — John Olin and Patrick Shannon, both joining in 2026 — are exempt under the policy's 24-month new-director exemption and receive FOR votes.
Say on Pay
✓ FORCEO
Lawrence H. Silber
Total Comp
$8,289,126
Prior Support
94%%
The CEO's total compensation of $8,289,126 is within a reasonable range for the CEO of a $3.3 billion market cap industrial equipment rental company, and the pay structure is heavily weighted toward variable and performance-based pay — the proxy discloses that 86.8% of CEO target compensation is at-risk and 68.4% is equity-based, well above the policy's 50-60% variable pay threshold. The annual incentive plan was adjusted mid-year following the transformative acquisition of H&E Equipment Services to focus on integration milestones, and the long-term performance stock awards use measurable financial metrics (ROIC and REBITDA margin) with a three-year vesting period; the 2023 performance stock awards paid out at 88.4% of target, reflecting genuine performance discipline. Shareholders overwhelmingly approved the pay program last year with 94% support, the company maintains a robust clawback policy, and no individual executive is flagged as excessively compensated relative to their role and company size.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$2,940,941
Non-Audit Fees
$0
PwC received $2,940,941 in audit fees in 2025 and zero in non-audit fees (no tax, audit-related, or other fees were paid), meaning the non-audit fee ratio is 0% — well below the 50% threshold; PwC is a Big 4 firm appropriate for a $3.3 billion market cap company; auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire; no material restatements are noted.
Overall Assessment
The 2026 HERC Holdings annual meeting presents a ballot where six of eight director nominees receive AGAINST votes due to severe stock underperformance — HRI's 3-year return of -2.3% trails the company's own peer group median by 56.6 percentage points, a gap nearly three times the policy trigger threshold. The Say on Pay and auditor ratification proposals both pass cleanly: compensation is well-structured with strong performance linkage and 94% prior-year shareholder support, while PricewaterhouseCoopers billed zero non-audit fees in 2025.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing