Christian Cunningham
HERC HOLDINGSAbout Christian Cunningham
Christian J. Cunningham is Senior Vice President and Chief Human Resources Officer (CHRO) at Herc Holdings (HRI). He joined the company in September 2014 and is 63 years old per the company’s FY2024 10‑K executive officer roster . HRI delivered 2024 equipment rental revenue of $3.19B (+11% YoY) and Adjusted EBITDA of $1.58B (+9% YoY), with net leverage at 2.5x; since 2020, rental revenue CAGR is 20% and Adjusted EBITDA CAGR is 23% . Pay outcomes for 2024 reflected mixed-but-solid performance: the annual Executive Incentive Compensation Plan (EICP) paid at 110% of target (Company score 100%, individual score 110%); 2022–2024 PSUs paid at 78.3%, reflecting shortfalls vs ROIC targets despite strong margin performance . Total shareholder return (TSR) from a $100 investment on 12/31/2019 reached $409.92 by 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| DFC Global Corporation | VP, Corporate HR & HR Services (global HR for corporate staff) | 2013–2014 | Led global corporate HR services and programs |
| Sunoco Inc. / Sunoco Logistics | VP, HR, Compensation & Benefits | 2010–2013 | Oversaw enterprise compensation/benefits during energy/logistics transition period |
| ARAMARK | VP, Global Compensation & Strategy | 2008–2010 | Directed global comp strategy supporting multi‑industry services footprint |
| Scholastic Inc. | VP, Compensation, Benefits & HRIS | 2006–2007 | Managed total rewards and HR systems for education media publisher |
| Pep Boys | Assistant VP, Human Resources | 2005–2006 | Advanced HR leadership after decade of increasing responsibility (1995–2005) |
| Pep Boys | Director/Regional managerial roles | 1995–2005 | Progressive HR leadership across regions/functions |
| Tire Service Corporation, Inc. | Regional managerial roles | 1985–1995 | Early‑career operating and managerial experience |
External Roles
- No public company directorships or external board roles disclosed for Mr. Cunningham in recent HRI filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 467,308 | 487,308 | 507,308 |
| Target Bonus (% of salary) | — | 75% | 75% |
| Target Bonus ($) | — | 367,500 | 382,500 |
| Actual Annual Bonus Paid ($) | 660,303 | 368,794 | 420,750 |
| All Other Compensation ($) | 73,795 | 74,155 | 54,873 |
Notes: 2024 perquisites for Cunningham included company 401(k)/deferred comp contributions ($35,044), vehicle use ($4,829), and a $15,000 perquisite allowance; total $54,873 .
Performance Compensation
2024 Annual Incentive (EICP) – Design and Outcomes
| Component | Weight | Target | Actual/Result | Payout determination |
|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 1,571.0 | 1,549.0 | 90.2% of target; contributes to Company score |
| Return on Revenue Earning Equipment | 30% | 25.0% | 24.2% | 82.5% of target; contributes to Company score |
| Equipment Rental Revenue Growth | 20% | 8.5% | 9.3% | 122.9% of target; contributes to Company score |
| Management Business Objectives (Sustainability, IT, People & Culture) | 10% | Qualitative | Achieved | Assessed at 150%, adds 15 pts |
| Company Performance Score | — | — | — | 100.0% (weighted) |
| Individual Performance Score (Cunningham) | — | — | — | 110% |
| Total EICP Payout (Cunningham) | — | — | — | 110% of target (bonus paid $420,750) |
EICP target for Cunningham: 75% of salary ($382,500); payout: 110% = $420,750 .
Long‑Term Incentives (Equity)
- Annual mix: 60% PSUs, 40% RSUs (time‑based); RSUs vest ratably over 3 years, PSUs vest at end of 3‑year period .
- 2024 PSU design: metrics are Average ROIC (60%) and Average REBITDA Margin (40%); max payout 200% .
| PSU Cohort | Performance Period | Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|---|---|
| 2022 PSUs | 2022–2024 | Average ROIC | 60% | 10.5% (50%) | 11.5% (100%) | 12.5% (200%) | 10.8% | 65.0% (metric) |
| 2022 PSUs | 2022–2024 | REBITDA Margin | 40% | 45.0% (50%) | 47.0% (100%) | 49.0% (200%) | 46.9% | 98.3% (metric) |
| Total 2022 PSU payout | — | — | — | — | — | — | — | 78.3% |
| 2022 PSUs – Cunningham | Target Granted (#) | Earned (#) |
|---|---|---|
| Shares | 1,801 | 1,410 |
2024 Grants (Cunningham)
| Grant Date | Instrument | Target/Granted | Vesting |
|---|---|---|---|
| 02/06/2024 | RSUs | 2,027 units | 1/3 annually on each anniversary, subject to service |
| 02/06/2024 | PSUs | 3,040 target units (threshold 1,520; max 6,080) | Cliff vest after 3‑year performance; payout per PSU formula |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (03/17/2025) | 43,169 shares (less than 1%) |
| Beneficial ownership (03/18/2024) | 59,770 shares (less than 1%) |
| Shares outstanding (03/17/2025) | 28,484,455 |
| Ownership as % of outstanding (03/17/2025) | ~0.15% (= 43,169 / 28,484,455; calculation from cited figures) |
| Unvested RSUs at 12/31/2024 | 2/08/2022: 400; 2/07/2023: 1,174; 2/06/2024: 2,027 |
| Unvested PSUs at 12/31/2024 (target) | 2/08/2022: 1,801; 2/07/2023: 2,641; 2/06/2024: 3,040 |
| Options | Exercised 6,607 options in 2024; no outstanding options listed at 12/31/2024 table for Cunningham |
| Stock ownership guidelines | CHRO (SVP) must hold equity = 3x base salary; executives must retain 50% of net after‑tax shares until compliant; each NEO is in compliance |
| Pledging/Hedging | Prohibited for directors, employees and Section 16 officers |
| Clawback | SEC/NYSE‑compliant recovery policy for Section 16 officers; broader misconduct clawback also in place |
Outstanding Equity Awards & Vesting (12/31/2024)
| Grant Date | Instrument | Unvested (#) | Reference vesting terms |
|---|---|---|---|
| 02/08/2022 | RSU | 400 | 1/3 each anniversary, subject to service |
| 02/07/2023 | RSU | 1,174 | 1/3 each anniversary, subject to service |
| 02/06/2024 | RSU | 2,027 | 1/3 each anniversary, subject to service |
| 02/08/2022 | PSU (target) | 1,801 | 3‑year performance period; payout per plan |
| 02/07/2023 | PSU (target) | 2,641 | 3‑year performance period; payout per plan |
| 02/06/2024 | PSU (target) | 3,040 | 3‑year performance period; payout per plan |
2024 vesting/realization activity: Cunningham had 8,470 shares vest and realized $1,257,847 in value; also exercised 6,607 options realizing $563,144 .
Employment Terms
| Topic | Terms for Cunningham (NEO) |
|---|---|
| General severance (involuntary termination without cause) | Cash severance = 1x base salary + 1x target bonus; health/welfare benefits continued for 1 year; outplacement provided |
| Change‑in‑control (CIC) severance (double trigger) | Cash severance = 2x base salary + 2x average annual bonus paid over prior 3 years; health/welfare for 2 years; no excise tax gross‑ups |
| Equity on termination/retirement/CIC | Death/disability: accelerated vesting; involuntary termination without cause: pro‑rata vesting; retirement: continue to vest per normal terms; CIC: if awards not assumed, immediate vest; if assumed and terminated (double trigger), equity vests (PSUs at target) |
| Hypothetical payout values (12/31/2024, $189.33/sh) | Termination without cause: $3,033,038 total; CIC double‑trigger: $4,146,170 total |
| Clawback | Yes (SEC/NYSE compliant), plus misconduct clawback |
Deferred Compensation (2024)
| Measure | Amount ($) |
|---|---|
| Executive contributions | 26,555 |
| Company contributions | 21,213 |
| Aggregate earnings | 52,979 |
| Aggregate year‑end balance | 468,518 |
Compensation Structure Analysis
- Cash vs equity mix: For non‑CEO NEOs, 2024 target pay was 69.9% “at risk” and 46.7% equity‑based, maintaining emphasis on long‑term alignment .
- Metric rigor and outcomes: 2024 EICP paid 110% despite EBITDA and ROEE below target, offset by rental revenue growth above target and strong MBO execution (150%); indicates balanced scorecard with no discretionary override of MBO basket .
- PSU performance discipline: 2022–2024 PSU payout at 78.3% (below target) due to ROIC under‑achievement despite REBITDA margin ~100% of target, reinforcing profitability and capital‑efficiency guardrails .
- Governance features: Double‑trigger CIC vesting, no option repricing without shareholder approval, no tax gross‑ups, prohibition on pledging/hedging, robust clawback—all investor‑friendly .
Say‑on‑Pay & Peer Benchmarking
- Say‑on‑pay support: ~99% approval in 2024; ~92% approval in 2023—strong shareholder endorsement of program design .
- 2024 peer group (selected): United Rentals, H&E Equipment Services, WillScot, McGrath RentCorp, Terex, Fastenal, GATX, Pool Corp., Xylem, Trinity Industries; peer medians revenue $3.7B, market cap $5.6B .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for insiders (reduces alignment risk) .
- Clawback: SEC/NYSE compliant plus misconduct policy (mitigates pay for failure) .
- Section 16 compliance: All required filings timely for 2024 (no delinquencies disclosed) .
- Option repricing: Not permitted without shareholder approval .
Investment Implications
- Alignment and retention: Cunningham’s pay is materially performance‑weighted (EICP + PSUs) with meaningful unvested RSUs/PSUs outstanding that vest over 2025–2027; stock ownership guidelines (3x salary) and compliance support alignment and lower voluntary turnover risk .
- Pay outcomes map to results: 2024 near‑target annual payout and sub‑target 2022 PSU payout show program sensitivity to EBITDA/ROIC—positive for pay‑for‑performance integrity .
- Selling pressure signals: 2024 vesting and option exercises created supply; beneficial ownership stood at 43,169 shares as of 03/17/2025 (~0.15% of OS), with hedging/pledging bans limiting adverse alignment optics .
- Macro/transaction overlay: Management disclosed expected net leverage of ~3.8x at close of the H&E Equipment Services acquisition; execution on synergy, ROIC, and margin (PSU metrics) will influence future payouts and insider selling cadence as awards vest .