Jean Holley
HERC HOLDINGSAbout Jean K. Holley
Jean K. Holley (age 65) is an independent director of Herc Holdings Inc. (HRI) serving since 2017; she chairs the Compensation Committee and is a member of the Nominating & Governance Committee, bringing deep CIO experience in digital transformation and cybersecurity, and is the Board’s designated cybersecurity expert who meets regularly with the CIO and CISO on cyber risk oversight . She attended 100% of Board and committee meetings in 2024; the Board met five times in 2024 and maintains an independent chair structure, with six of seven nominees independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brambles Limited | Global Senior Vice President & Chief Information Officer | 2011–2017 | Led global IT, digital security, and critical infrastructure; experience aligns with HRI’s cyber oversight needs . |
| Tellabs, Inc. | Executive Vice President & Chief Information Officer | 2004–2011 | Drove telecom IT systems and digital transformation; enhances Board’s technology governance . |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Accord Financial Corp. | Director (Public) | Current | Listed as other public company directorship . |
| Natural Gas Services Group Inc. | Director (Public) | Current | Listed as other public company directorship . |
| OneSpan, Inc. | Director (Public) | Former | Former public company directorship . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under NYSE and company standards . |
| Committee Assignments | Compensation Committee (Chair); Nominating & Governance Committee (Member) . |
| Attendance (2024) | 100% Board and committee attendance; Board met 5 times in 2024 . |
| Committee Meeting Cadence (2024) | Compensation: 6 meetings; Nominating & Governance: 5 meetings . |
| Cybersecurity Oversight | Board receives semiannual CISO briefings; CIO/CISO meet regularly with Ms. Holley, the Board’s cybersecurity expert . |
| Board Leadership | Independent, non-executive Chairman; regular executive sessions of independent directors . |
| Overboarding Policy | Max five public boards for directors; Ms. Holley’s two external boards are within policy . |
| Stock Ownership Guidelines (Directors) | 5x annual cash retainer (currently $450,000) and 50% net-share retention until compliant . |
| Prohibited Activities | Hedging and pledging of company stock prohibited for directors and employees . |
Fixed Compensation
| Component (2024 program) | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board) | $90,000 | Non-employee directors . |
| Annual RSU grant (Board) | $130,000 | Grants after annual meeting; vest at next annual meeting; dividend equivalents accrue and vest with award . |
| Committee Chair fees | Audit: $37,500; Compensation: $22,500; N&G: $15,000 | Annual . |
| Committee member fees | Audit: $12,500; Compensation: $7,500; N&G: $5,000 | Annual . |
| Additional Chair of Board fee | $150,000 in stock | For Board Chair (not applicable to Holley) . |
| Jean K. Holley – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 111,965 |
| Stock awards (grant-date fair value) | 130,129 |
| Total | 242,094 |
| Equity form and vesting | RSUs vest at next annual meeting; Holley elected to defer 2024 equity into phantom stock units . |
Performance Compensation
| Element | Detail |
|---|---|
| Options/PSUs | None for directors; equity is time-based RSUs vesting at next annual meeting . |
| Performance metrics | None applicable to director pay (no performance-based director awards) . |
| Deferral elections | Directors may defer equity/cash into phantom stock; Holley deferred 2024 equity into phantom units . |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | Accord Financial Corp.; Natural Gas Services Group Inc. . |
| Former public company boards | OneSpan, Inc. . |
| Interlocks/conflicts disclosed | No related-person transactions involving Ms. Holley disclosed; company policy requires N&G review/approval of any related-person transactions . |
| Section 16 compliance | All required insider filings timely for 2024 (no delinquencies) . |
Expertise & Qualifications
- Senior CIO experience (Brambles; Tellabs) with deep knowledge in information technology, digital transformation, cybersecurity, and systems migrations; recognized as Board’s cybersecurity expert, providing targeted oversight of cyber risk, strategy, and training .
- Awards/recognition include the Presidential Humanitarian Leadership Award and Georgia CIO ORBIE Lifetime Achievement Award, reinforcing credibility in technology leadership and stakeholder stewardship .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/17/2025) | 16,813 shares; under 1% of outstanding shares . |
| Phantom stock units outstanding (12/31/2024) | 13,371 phantom stock units (from deferred director equity) . |
| Shares outstanding (for context) | 28,484,455 shares outstanding as of 3/17/2025 . |
| Ownership guidelines | 5x annual cash retainer ($90,000) = $450,000 target; 50% net-share retention until met . |
| Compliance with guidelines | All non-employee directors (including Holley) are in compliance . |
| Pledging/hedging | Prohibited by policy for directors and employees . |
Governance Assessment
- Strengths: Independent director; Compensation Committee Chair; perfect 2024 attendance; robust cyber expertise with formal oversight role; strong director ownership policy and compliance; prohibition on hedging/pledging; clawback policy in place; no tax gross-ups or option repricing; use of independent comp consultant (FW Cook); 2024 say-on-pay support ~99% indicates alignment with investors .
- Workload and independence: Serves on two other public boards, within the company’s five-board limit; Board independence is strong (6 of 7 nominees independent; independent Chair) .
- Conflicts/related-party exposure: No Holley-related transactions disclosed; policy mandates N&G review for any related-person transaction; Section 16 filings timely (no red flags) .
- Director pay alignment: Mix of cash retainer, modest committee fees, and time-based RSUs vesting annually; Holley’s deferral into phantom stock units increases long-term alignment without performance risk; no performance-vested equity for directors, consistent with governance best practices to avoid pay-for-performance conflicts at the board level .