Aaron Birnbaum
HERC HOLDINGSAbout Aaron Birnbaum
Aaron D. Birnbaum is Senior Vice President and Chief Operating Officer (COO) of Herc Holdings (HRI), serving the company and its predecessor businesses for more than 30 years . He has been COO since at least 2021 , and was age 59 as of the 2024 Form 10-K executive roster . Under his operating leadership, HRI reported equipment rental revenue of $3.19B (+11% YoY) and adjusted EBITDA of $1.58B (+9% YoY) in 2024, with rental revenue and adjusted EBITDA CAGRs since 2020 of 20% and 23%, respectively . Cumulative TSR for an initial $100 investment from 12/31/2019 to year-end 2024 was $409.92, with adjusted EBITDA of $1,583M and GAAP net income of $211M . Safety metrics improved, with 2024 TRIR at 0.87 and Q3’25 TTM TRIR at 0.93, both favorable to industry benchmarks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Herc Holdings | Senior Vice President | 2017–2019 | Oversaw Western, Northwest, North Central, Canada regions and specialty units (Herc Entertainment Services® and Cinelease®); led strategic planning, operational execution, and M&A initiatives . |
| Herc Holdings | Regional Vice President | 2012–2017 | Ran regional operations; contributed to growth and operating execution . |
| Herc Holdings | Chief Operating Officer | ≥2021–present | Leads company-wide operations and diversification into mega projects and specialty categories; ongoing fleet and branch optimization . |
External Roles
No external board or executive roles disclosed for Birnbaum in company filings. (Not disclosed)
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 589,904 | 621,635 |
| Target Bonus % of Salary | 85% | 85% |
| Target Bonus ($) | 510,000 | 531,250 |
| Actual Annual Bonus Paid ($) | 511,795 | 584,375 |
| Stock Awards – Grant Date Fair Value ($) | 1,100,107 | 1,250,155 |
| Change in Pension Value ($) | 26,800 | 9,900 |
| Perquisites & Other ($) | 74,602 | 67,781 |
| Perqs Detail ($): Car | 2,569 | 7,444 |
| Perqs Detail ($): 401(k)/Deferred Matching | 57,033 | 45,337 |
| Perqs Detail ($): Perq Allowance | 15,000 | 15,000 |
EICP outcomes: 2023 overall payout 100.4% of target (company performance 89.6%, individual score 112%) ; 2024 overall payout 110% of target (company score 100%, individual score 110%) .
Performance Compensation
Annual Cash Incentive (EICP) – 2024 Design and Results
| Metric | Weighting | Threshold | Target | Maximum | Actual | Performance as % of Target | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 1,461.0 | 1,571.0 | 1,617.0 | 1,549 (ex-Otay/Cinelease effects per appendix) | 90.2% | Non-GAAP defined in appendix . |
| Return on Revenue Earning Equipment (%) | 30% | 23.0 | 25.0 | 25.5 | 24.2 (ex-Otay/Cinelease) | 82.5% | Non-GAAP definition provided . |
| Equipment Rental Revenue Growth (%) | 20% | 5.1 | 8.5 | 12.1 | 9.3 (ex-Otay/Cinelease) | 122.9% | Non-GAAP adjustment details . |
| MBOs (Sustainability, IT, People & Culture) | 10% | — | — | — | Achieved | 150.0% | Committee discretion not exercised; aggregate assessed . |
| Company Performance Score | — | — | — | — | — | 100.0% | Drives 90% of bonus; plus individual score . |
| Individual Performance Score | — | — | — | — | — | 110% | CEO recommendation, Committee approval . |
| Overall Payout vs Target | — | — | — | — | — | 110% | Applied to target bonus . |
Long-Term Equity – PSUs and RSUs
| Item | Design | 2024 Grant | Vesting | Payout/Status |
|---|---|---|---|---|
| PSUs | 60% of LTI; metrics: 3-year Average ROIC (60%), Average REBITDA Margin (40%); 0–200% payout | Threshold 2,533; Target 5,066; Max 10,132 PSUs; $750,123 fair value | End of 3-year period; dividend equivalents only if vested | 2022–2024 PSU performance certified at 78.3% (ROIC 65.0%; REBITDA 98.3%) . |
| RSUs | 40% of LTI | 3,377 RSUs; $500,032 fair value | Vests 1/3 annually on each grant anniversary | Dividend equivalents subject to vesting . |
Equity Ownership & Alignment
| Ownership Item | Details |
|---|---|
| Total Beneficial Ownership | 25,591 shares as of 3/17/2025; “<1%” of outstanding shares (28,484,455) . |
| Prior Year Ownership | 48,315 shares as of 3/18/2024; “<1%” of 28,359,891 shares . |
| Vested vs Unvested (12/31/2024) | Unvested RSUs: 3,377 ($639,367 at $189.33 close) ; Unearned PSUs at target: 5,066 ($959,146) . |
| Options | 1,278 options granted 2/17/2015, fully vested; 2024 exercises: 1,278 shares, $104,097 value realized ; option terms and schedule in 2023 table . |
| Shares Pledged/Hedged | Prohibited for employees and directors per policy . |
| Ownership Guidelines | SVPs required to hold equity equal to 3× base salary; must retain at least 50% of net shares until compliant . |
| Compliance Status | Each NEO in compliance with stock ownership guidelines . |
| Deferred Compensation | 2024 Executive contributions $118,264; registrant contributions $31,537; aggregate balance $760,428 . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Policy (Involuntary) | For NEOs other than CEO: cash severance equal to base salary + target bonus; health and welfare continuation for 1 year; outplacement provided . |
| Change-in-Control Severance | Double-trigger; NEOs (ex-CEO) receive 2× base salary + 3-year average bonus; benefits continuation for 2 years; PSUs vest at target upon qualifying termination . |
| Scenario Valuation (as of 12/31/2024) | Termination without cause: $4,597,070 total; Death/Disability: $3,399,799; Retirement: $3,399,799; Termination following change-in-control: $5,996,491 . |
| Clawback Policies | Compliant with SEC/NYSE rules for Section 16 officers; broader policy for director-level+ if misconduct leads to restatement; equity awards subject to clawback . |
Performance & Track Record
- Mega project and specialty strategy: Birnbaum leads operations diversification, scale-building and branch/fleet optimization; integration of acquired H&E footprint to accelerate specialty expansion and synergy capture .
- Revenue mix and safety: National accounts strength linked to mega projects; local market moderated by rates; >97% Perfect Days at branches in Q3’25 and TTM TRIR 0.93 vs industry 1.0 .
- Fleet optimization: Executed accelerated disposals to right-size acquired fleet; heavier auction use in Q3’25; plan to age fleet and reduce disposals in 2026 .
Company Financials – Trend (for context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $2,740,000,000* | $3,282,000,000* | $3,568,000,000* |
| EBITDA ($USD) | $654,000,000* | $775,000,000* | $870,000,000* |
- Values retrieved from S&P Global.
Compensation Structure Analysis
- Cash vs. equity mix: For NEOs, long-term equity is a significant share of total target comp; PSUs (60%) emphasize ROIC and REBITDA margin over 3 years .
- Pay-for-performance alignment: Annual bonus metrics linked to adjusted EBITDA, return on revenue earning equipment, and rental revenue growth; 2024 payout at 110% reflects strong MBO execution and mixed financial attainment .
- Governance and shareholder-friendly features: No tax gross-ups; double-trigger CIC; prohibition on hedging/pledging; robust clawbacks; annual say-on-pay (99% approval in 2024) .
SAY-ON-PAY & Shareholder Feedback
- Say-on-pay approval: Approximately 99% of votes cast in favor of NEO compensation in 2024 .
Compensation Peer Group (2024)
- Representative peers used for benchmarking include: Air Lease, Ashtead Group plc, Custom Truck One Source, Fastenal, Federal Signal, GATX, H&E Equipment Services, McGrath RentCorp, Pool Corp., Ritchie Bros Auctioneers, Rush Enterprises, Terex, Trinity Industries, United Rentals, WillScot Mobile Mini, Xylem .
Investment Implications
- Alignment: Strong performance orientation via PSUs tied to ROIC and REBITDA; EICP focused on EBITDA, revenue growth, and asset returns. Governance safeguards (clawbacks; anti-hedging/pledging; ownership guidelines) reduce agency risk .
- Retention and pressure: Double-trigger CIC and meaningful unvested PSU/RSU balances (target 5,066 PSUs; 3,377 RSUs as of 12/31/2024) support retention; cash severance terms are moderate for SVP-level .
- Ownership: Birnbaum’s direct ownership is <1% of shares outstanding (25,591 shares as of 3/17/2025), though guideline compliance is affirmed; option exercises and vesting activity are routine and not inherently indicative of selling pressure .
- Execution risk: Near-term integration and fleet optimization require disciplined execution; management commentary outlines plans to reduce disposals and grow EBITDA while managing leverage to 2–3x by end-2027 .
Sources
All data and claims are cited from company documents and filings:
- 2025 DEF 14A proxy (executive compensation, ownership, policies): .
- 2024 DEF 14A proxy (historical compensation and ownership): .
- 10-K executive roster and biography: FY2024 ; FY2023 .
- Earnings materials and operating commentary: Q3’25 call and slides ; 2024 ops/safety slide .
- Note: Financial trend table values marked with asterisk are retrieved from S&P Global.