Lawrence Silber
About Lawrence H. Silber
Independent director since November 2019; Chair of the Compensation Committee. Currently President, Chief Executive Officer, and director of Herc Holdings Inc. (since June 2016). Prior roles include Chief Operating Officer of Hayward Industries (2008–2012), President at Hertz Global Holdings prior to the Herc spin-off, executive advisor at Court Square Capital Partners (2014–2015), and various leadership roles at Ingersoll Rand (1978–2008). Brings executive management, strategy formation, manufacturing, sales/marketing, and water-industry expertise; previously served on the board of SMTC Corporation (2012–2015).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Herc Holdings Inc. | President, CEO, and director | Since June 2016 | Public company leadership; board responsibilities |
| Hayward Industries, Inc. | Chief Operating Officer | 2008–2012 | Oversaw transition through recession and return to profitability |
| Court Square Capital Partners | Executive Advisor | Apr 2014–May 2015 | PE advisory in business services/industrial/tech sectors |
| Hertz Global Holdings, Inc. | President | Prior to 2016 spin-off | Preceded Herc spin-off; large-cap operational leadership |
| Ingersoll Rand plc | Various leadership roles | 1978–2008 | Manufacturing and industrial operations expertise |
| SMTC Corporation | Director | 2012–2015 | Prior public company directorship |
External Roles
| Organization | Role | Tenure | Public Company/Committee |
|---|---|---|---|
| Herc Holdings Inc. | President, CEO, and director | Since June 2016 | Public company board; committee roles not disclosed |
Board Governance
- Independence: Board determined Silber is independent under NYSE rules despite prior employment at Hayward (COO, 2008–2012) .
- Election mandate (2025): Re-elected Class I director to 2028; For: 174,116,018; Withhold: 9,733,946; Broker non-votes: 20,102,078 .
- Committees: Compensation (Chair); other committee memberships for Silber not disclosed .
- Attendance: Board met 5 times in FY2024; all directors attended >75% of Board/committee meetings and attended the 2024 annual meeting; non-employee directors held periodic executive sessions led by the Chair .
- Governance structures: Non-executive Board Chair; prohibited hedging, short sales, margin accounts, and pledging; robust director stock ownership guidelines .
| Committee | Role | Members | Meetings FY2024 |
|---|---|---|---|
| Compensation | Chair | Lawrence Silber; Kevin Brown; Stephen Felice (Ron Keating added Mar 20, 2025) | 4 |
| Audit | — | Lori Walker (Chair); Diane Dayhoff; Arthur Soucy | 8 |
| Nominating & Corporate Governance | — | Stephen Felice (Chair); Arthur Soucy; Edward Ward | 5 |
Fixed Compensation (Director)
| Name | Fees Earned (Cash) | Stock Awards (RSUs grant date fair value) | Total |
|---|---|---|---|
| Lawrence Silber | $68,777 | $130,011 (9,060 RSUs granted 5/30/24; vest 5/22/25) | $198,788 |
| Director Cash Retainer Policy (as of 5/30/2024) | Amount |
|---|---|
| Annual Board retainer (member) | $85,000 |
| Annual Board retainer (Chair of Board) | $110,000 |
| Audit Chair additional retainer | $20,000 |
| Compensation Chair additional retainer | $15,000 |
| Nominating & Gov Chair additional retainer | $15,000 |
| Annual RSU grant (member) | $130,000 grant date fair value |
| Annual RSU grant (Board Chair) | $205,000 grant date fair value |
Notes:
- All non-employee directors may elect to receive cash retainers in RSUs; Silber’s FY2024 RSUs totaled 9,060 (closing price $14.35 on 5/30/24) .
- Silber also holds 156,000 vested option shares outstanding (pre-IPO grants) .
Performance Compensation (Committee Oversight Signals)
Annual Incentive Plan (FY2024) – Company Performance vs Targets (NEOs)
| Metric (weight) | Threshold | Target | Maximum | Actual | % of Target Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA (70%) | $250.0mm | $275.6mm | $310.0mm | $277.4mm | 105.4% |
| Revenue (Net Sales) (20%) | $1,000.0mm | $1,067.1mm | $1,150.0mm | $1,051.6mm | 82.8% |
| Cash Conversion Cycle (10%) | 170 days | 164 days | 150 days | 154 days | 168.6% |
FY2024 PSUs – Performance vs Targets (subject to 3-year absolute TSR modifier)
| Performance Measure (weight) | Threshold (25%) | Target (100%) | Maximum (200%) | Actual | Earned % (pre-TSR) |
|---|---|---|---|---|---|
| Adjusted EBITDA margin (40%) | 25.0% | 25.8% | 27.0% | 26.4% | 150.0% |
| Gross profit margin (40%) | 48.5% | 49.6% | 52.0% | 50.5% | 137.5% |
| Return on gross invested capital (20%) | 40.5% | 43.3% | 47.5% | 45.3% | 147.6% |
- TSR modifier: ±15% adjustment based on absolute TSR over 1/1/2024–12/31/2026; <0% TSR reduces by 15%, >10% increases by 15% .
Context on prior PSUs (2012–2024 period):
- 2022 PSU awards (3-year period ending 12/31/2024) paid 0% due to below-threshold performance on organic net revenue growth and adjusted EBITDA margin (26.4% achieved vs 28.6% threshold for margin) .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock |
|---|---|---|
| Herc Holdings Inc. | President, CEO, and director | External public company board/management role |
| SMTC Corporation | Former director (2012–2015) | Prior public company board service |
Compensation Committee Interlocks: No executive officer of Hayward served on another board’s compensation committee with Hayward executives; none of Hayward’s compensation committee members were officers/employees of Hayward, except Silber’s historical COO role (2008–2012) .
Expertise & Qualifications
- Executive management and strategy formation; public company CEO/board experience .
- Manufacturing, sales and marketing; industry-specific knowledge in pool/outdoor living equipment and operations .
- Water industry familiarity via Herc and prior Hayward COO role .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes (vesting/exercisable) |
|---|---|---|---|
| Lawrence H. Silber | 203,337 | <1% | Includes 156,000 vested option shares (pre-IPO) and 9,060 RSUs vesting 5/22/25 |
Ownership policy and alignment:
- Directors must hold shares equal to 5× the annual cash retainer; includes vested awards and unvested RSUs (net of withholding); pledged shares do not count .
- Hedging, short sales, margin accounts, and pledging of company stock are prohibited (alignment safeguard) .
Governance Assessment
- Independence and experience: Silber is designated independent under NYSE rules; his prior COO tenure provides deep company/industry insight. The Board explicitly reviewed relationships and deemed them non-material; no family relationships disclosed among directors/executives .
- Committee leadership: As Compensation Committee Chair, he oversees CEO and NEO pay strategy, performance metrics, equity grants, severance/CIC arrangements, risk assessment of pay practices, clawback compliance, and director pay .
- Engagement and investor confidence: Strong re-election support (90.0%+ “For” vs “Withhold” for Silber) and solid Say-on-Pay approval (169.6M For vs 14.2M Against) at the 2025 Annual Meeting indicate shareholder endorsement of compensation governance .
- Attendance and board process: Board met 5 times; all directors exceeded 75% attendance and attended the 2024 annual meeting; non-management executive sessions occurred under independent Chair leadership .
- Director pay mix and alignment: Cash retainer plus time-based RSUs; RSU grants sized to peer benchmarks; additional chair fees tied to governance responsibilities; options outstanding are legacy, vested pre-IPO, limiting incentive to reprice or alter risk posture .
RED FLAGS
- Historical insider participation: Silber’s prior COO role (2008–2012) is disclosed; Board still affirms independence, but investors may monitor for perceived conflicts in compensation decisions .
- Legacy options: 156,000 vested option shares outstanding; while common for pre-IPO directors, investors should watch for any repricing or modification—company policy forbids repricing without shareholder approval .
- Related-party transactions: No specific related-party transactions disclosed; audit committee oversees and pre-approves per policy .
Signal to watch: Compensation metric design tightened—FY2024 PSUs used one-year financial measures with a three-year TSR modifier due to macro uncertainty; FY2025 PSUs revert to three-year metrics with a relative TSR modifier, increasing PSUs to 50% of equity for all NEOs, indicating stronger long-term alignment under Silber’s committee .
Say-on-Pay and Election Results (Signals)
| Item | For | Against/Withhold | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (2025) | 169,630,954 | 14,205,872 | 13,138 | 20,102,078 |
| Election – L. Silber (2025) | 174,116,018 | 9,733,946 | — | 20,102,078 |
Related Policies and Safeguards
- Stock Ownership Guidelines for directors (5× retainer) and executives (CEO 5×, CFO 3×, others 1×); retention requirements if below threshold .
- Incentive-based clawback policy aligned with SEC/NYSE; applies to excess incentive compensation upon restatement (three-year look-back) .
- Prohibitions on hedging/pledging/short sales/margin accounts; code of ethics and business conduct apply to directors and officers .
Related-Party Exposure
- Review/approval by audit committee for transactions >$120,000; pre-approved categories outlined; no specific Silber-related transactions disclosed .
Committee Composition Changes
- Compensation Committee: Ronald Keating joined March 20, 2025, alongside Silber (Chair), Brown, and Felice—suggesting continued refresh and added water-industry expertise .
Director Compensation Program Details
| Legacy (pre-5/30/2024) | Member Fee | Chair Fee |
|---|---|---|
| Board | $75,000 | $100,000 |
| Audit | $5,000 | $20,000 |
| Compensation | $5,000 | $10,000 |
| Nominating & Gov | $5,000 | $10,000 |
Revised (from 5/30/2024): $85,000 Board retainer; only chair fees for committees; RSU grant $130,000 (members) or $205,000 (Board Chair), vesting at ~1 year .
Governance Quality Summary
- Strong alignment practices (ownership guidelines; clawback; hedging/pledging ban) and robust committee charters support board effectiveness .
- Compensation oversight evidences performance linkage and peer benchmarking; FY2022 PSUs paid zero, demonstrating discipline; FY2024 metrics achieved above target on profitability/ROIC, pending TSR moderator .
- Investor engagement and voting outcomes support governance credibility; continued emphasis on ESG and risk oversight via board committees .