James Browning
HERC HOLDINGSAbout James H. Browning
Independent director since 2016; age 75 as of March 28, 2025 . Retired KPMG LLP partner (1971–2009), including roles as Southwest Area Professional Practice Partner, SEC Reviewing Partner, and Partner in Charge of KPMG’s New Orleans audit practice . Serves as Audit Committee Chair and is designated an “audit committee financial expert” by the Board . The Board determined he is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Partner; Southwest Area Professional Practice Partner; SEC Reviewing Partner; Partner in Charge, New Orleans audit practice | 1971–2009 | Deep financial reporting and audit oversight experience; informs Audit Committee leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Texas Capital Bancshares | Director | Current as disclosed in proxy | Not specified in HRI proxy |
| RigNet, Inc. | Former Chairman of the Board (former public company directorship) | Prior service (dates not specified) | Public company board leadership experience |
Board Governance
- Committee assignments: Audit Committee Chair; members Burgess, Crenshaw, Sachdev . Number of Audit Committee meetings in 2024: 7 .
- Independence: Board determined all nominees other than CEO are independent; Browning is independent under NYSE-consistent guidelines . The director nominees had 100% Board and Committee attendance in 2024 .
- Board policy on simultaneous service: Directors limited to ≤5 public boards (inclusive of HRI) and must notify Nominating & Governance Committee; waivers permitted if demands do not unduly impact service .
- Age waiver: Although policy generally does not nominate non‑management directors at or beyond age 75, the Board waived the policy to re‑nominate Browning to ensure stability and continuity of Audit Committee leadership amid succession planning .
- Audit Committee Report: Browning signed as Chair for FY2024 audit oversight .
- Auditor fees oversight: PwC total fees $3,631,880 in 2024 vs $3,070,000 in 2023; Audit Committee pre‑approves all services and delegates up to $100,000 interim authority to the Chair with subsequent reporting .
Fixed Compensation
- Program structure for non‑employee directors: Annual cash retainer $90,000; annual RSU grant $130,000; Audit Chair fee $37,500; Audit member fee $12,500; Compensation Chair $22,500/member $7,500; Nominating & Governance Chair $15,000/member $5,000; Chairman of the Board receives an additional $150,000 in stock .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 127,500 | 130,129 | 257,629 |
| 2023 | 123,895 | 130,009 | 253,904 |
- Attendance: Each director nominee attended 100% of Board and Committee meetings in 2024; Board met five times in 2024 .
Performance Compensation
- Annual equity grant: RSUs granted after the annual meeting with grant‑date fair value $130,000; RSUs vest at next annual meeting and also vest upon death, disability, or change in control; dividend equivalents paid at same rate and time as dividends and subject to RSU vesting conditions .
- Deferral elections: Directors may elect to defer equity and cash compensation into phantom stock units that vest upon departure from the Board or earlier upon a change in control; deferral does not change RSU vesting period .
- 2024 director equity status: Browning elected to defer 2024 equity compensation into phantom stock units; as of Dec 31, 2024, he had 13,927 phantom stock units outstanding .
| Component | Term | Vesting/Triggers | Performance Metrics |
|---|---|---|---|
| RSU (annual director grant) | $130,000 grant‑date value | Vests at next annual meeting; accelerates at death, disability, or change in control; dividend equivalents subject to vesting | None disclosed for directors |
| Phantom stock units (deferral) | Election to defer cash/equity to phantom units | Vest after director leaves Board or earlier at change in control; value tracks common stock | None disclosed for directors |
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Texas Capital Bancshares | Financials (Banking) | Director | No HRI‑disclosed related‑party transactions involving Browning |
| RigNet, Inc. | Technology/Telecom | Former Chairman; former director | Prior role; not current |
Expertise & Qualifications
- Designated “audit committee financial expert”; seasoned in accounting, financial reporting, internal controls, and SEC review from KPMG tenure .
- Board experience across public companies enhances audit and governance oversight breadth .
Equity Ownership
| Holder | Shares Beneficially Owned (Number) | Percent of Outstanding | Phantom Stock Units | RSUs within 60 days |
|---|---|---|---|---|
| James H. Browning | 20,992 | <1% (28,484,455 shares outstanding) | 13,927 | Not listed; deferred equity to phantom units |
- Stock ownership guidelines: Independent directors must hold shares equal to five times the base annual cash retainer ($450,000) and retain at least 50% of net, after‑tax shares until compliant; phantom shares count toward target; unvested PSUs do not count; each non‑employee director is in compliance .
- Hedging/pledging: Company prohibits hedging, short sales, and pledging of Company stock by directors and employees .
Governance Assessment
- Strengths: Independent Audit Chair with deep audit expertise; 100% attendance; clear pre‑approval controls on auditor services; robust stock ownership guidelines and compliance; prohibition on hedging/pledging supports alignment .
- Compensation mix and alignment: 2024 cash fees $127,500 and equity $130,129 with deferral into phantom units, aligning pay with shareholder outcomes and promoting long‑term orientation .
- External roles: Service on Texas Capital Bancshares adds financial sector insight; HRI policies limit simultaneous board service to mitigate over‑boarding risk .
- Signals/Watch items: Age‑75 waiver for re‑nomination highlights succession planning need within the Audit Committee; continuity prioritized during transition—monitor timing of Audit Chair succession in future proxies .
- Conflicts/Related parties: Proxy discloses an employment relationship of CEO’s family member; no related‑party transactions disclosed involving Browning .
- Shareholder feedback indicator: Advisory say‑on‑pay received ~99% approval in 2024, suggesting strong investor support for compensation governance broadly (contextual positive signal) .