Lawrence Silber
HERC HOLDINGSAbout Lawrence Silber
Lawrence H. Silber is President, Chief Executive Officer, and a Director of Herc Holdings Inc. (HRI), serving as CEO and on the Board since 2016; he is 68 years old and is not the Board Chair (the company has an independent Non‑Executive Chair) . Under his leadership, HRI’s equipment rental revenue rose 11% to $3.19B in 2024 with Adjusted EBITDA up 9% to $1.58B; since 2020, rental revenue and Adjusted EBITDA compound growth were 20% and 23% respectively . Shareholder returns have been strong: a $100 investment at 12/31/2019 grew to $409.92 by 12/31/2024, while Adjusted EBITDA reached $1.583B in 2024 . Education details are not disclosed in the proxy; Silber’s background includes prior operating roles in industrials and private equity advisory .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ingersoll Rand plc | Various roles | 1978–2008 | Built deep industrial operations and business development expertise relevant to fleet-intensive rental operations . |
| Hayward Industries | Chief Operating Officer | 2008–2012 | Led operations at a global equipment manufacturer; operational rigor aligns with HRI’s efficiency focus . |
| Court Square Capital Partners, LLP | Executive Advisor | 2014–2015 | Private equity advisory background supports capital allocation discipline . |
| Herc Holdings Inc. | President & CEO; Director | 2016–present | Drove revenue/EBITDA growth and balance-sheet discipline; independent chair strengthens governance . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Hayward Holdings, Inc. | Director | Not disclosed | Current other public company board seat . |
| SMTC Corporation | Former Director | Not disclosed | Prior public board role . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 971,635 | 966,635 | 1,025,961 |
| Target Bonus % of Salary | — | 130% | 130% |
| Actual Annual Bonus Paid ($, EICP) | 2,009,007 | 1,304,576 | 1,472,900 |
| Stock Awards ($, grant-date fair value) | 3,100,190 | 3,600,207 | 4,200,005 |
| All Other Compensation ($) | 240,683 | 246,457 | 222,526 |
| Total Compensation ($) | 6,321,515 | 6,117,875 | 6,921,392 |
Perquisites and benefits highlights (2024): $100,000 personal aircraft usage allowance utilized; company 401(k)/deferred comp contributions $93,222; car use $14,304; $15,000 perquisite allowance . Stock ownership guideline for CEO = 6x salary; NEOs are in compliance .
Performance Compensation
Annual Incentive (EICP) Design and 2024 Outcomes
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Performance vs Target | Weighted Score |
|---|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | 1,461.0 | 1,571.0 | 1,617.0 | 1,549 | 90.2% | Part of 85.0% financial score |
| Return on Revenue Earning Equipment | 30% | 23.0% | 25.0% | 25.5% | 24.2% | 82.5% | Part of 85.0% financial score |
| Equipment Rental Revenue Growth | 20% | 5.1% | 8.5% | 12.1% | 9.3% | 122.9% | Part of 85.0% financial score |
| MBOs (Sustainability, IT modernization, People & Culture) | 10% | — | — | — | — | 150.0% | 15.0% |
| Company Performance Score | — | — | — | — | — | — | 100.0% |
| Individual Performance Score (Silber) | — | — | — | — | — | — | 110% (all NEOs) |
| Overall EICP Payout (Silber) | — | — | — | — | — | — | 110% of target |
Notes: Financial metrics exclude Cinelease studio entertainment due to intent to sell; Otay Mesa acquisition performance partially excluded per predefined thresholds .
Long-Term Incentives (LTI)
Program mix: 60% PSUs; 40% RSUs; PSUs earn on three-year performance; RSUs vest ratably over 3 years. 2024 PSU metrics and weights: Average ROIC 60%, Average REBITDA Margin 40%; max payout 200%; dividend equivalents accrue and pay only if vested .
- PSU Outcomes:
- 2022–2024 PSU cycle: Total payout 78.3%; Silber earned 8,740 shares vs 11,162 target .
- 2021–2023 PSU cycle: Total payout 185.3%; Silber earned 38,605 shares vs 20,834 target .
2024 Grants to Silber
| Grant Type | Grant Date | Shares/Units | Max Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSUs | 02/06/2024 | 11,346 | — | 1,680,002 | Ratable 1/3 annually on each anniversary |
| PSUs (Target) | 02/06/2024 | 17,019 | 34,038 | 2,520,003 | Cliff after 3-year period; earned based on Average ROIC and Average REBITDA Margin |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 3/17/2025) | 150,144 shares; less than 1% of outstanding 28,484,455 shares . |
| Unvested RSUs at 12/31/2024 | 2,480 (2022), 6,034 (2023), 11,346 (2024); total 19,860; market value $3,760,093 at $189.33 . |
| Unearned PSUs at 12/31/2024 (target) | 13,578 (2023), 17,019 (2024); market value $5,792,930 at $189.33 . |
| 2024 Stock Vested/Options | 48,732 shares vested ($7,237,039); 6,599 options exercised ($717,325) . |
| Ownership Guidelines | CEO must hold equity equal to 6× base salary; all NEOs in compliance . |
| Hedging/Pledging | Prohibited for directors and employees (including Section 16 officers) . |
| Insider Trading Policy | Robust policy; aligns with SEC/NYSE requirements (see 10‑K exhibit reference) . |
Vesting and potential selling pressure: RSUs vest one‑third annually on each grant’s anniversary (e.g., 02/06/2025 and 02/06/2026 for the 2024 RSUs), while PSUs from the 2024 grant vest after the 2024–2026 performance period; these events can create periodic liquidity windows for executives .
Employment Terms
| Term | CEO Treatment |
|---|---|
| Severance (Involuntary, no cause) | Cash = 2× base salary + 2× target bonus; health & welfare continued for 2 years; outplacement benefits . |
| Change-in-Control (CIC) | Double-trigger; cash = 2.5× base salary + 2.5× average cash bonus paid over prior 3 years; health & welfare for 30 months; no excise tax gross‑ups . |
| Equity on CIC | If awards not assumed, vest immediately; upon qualifying termination following CIC, equity vests (PSUs at target) . |
| Death/Disability/Retirement | Accelerated or continued vesting consistent with plan provisions (e.g., RSUs/PSUs per award terms) . |
| Clawbacks | SEC/NYSE compliant policy plus an internal misconduct-based clawback for director level and above . |
Selected CIC/Severance Valuation (illustrative point-in-time): As of 12/31/2024, a hypothetical termination following a change in control would total ~$18.28M for Silber (includes cash severance, benefits, outplacement, and incremental vesting value at $189.33/share), while an involuntary termination without cause (non‑CIC) would total ~$16.45M .
Board Governance (Director Service, Committees, Independence)
- Board Service: Director since 2016; CEO and Director (not independent) .
- Board Structure: Independent Non‑Executive Chair (Patrick D. Campbell); 6 of 7 nominees independent in 2025 .
- Committees: Silber serves on no Board committees (standard for CEOs) .
- Attendance: 100% Board and Committee attendance for nominees in 2024; Board met five times in 2024 .
- Executive Sessions: Regular executive sessions; Non‑Executive Chair leads sessions without management present .
Dual-role implications: CEO is also a Director; independence concerns are mitigated by an independent Chair, majority independent board, majority voting, and executive sessions .
Director Compensation (as Director)
- Employee directors (like the CEO) do not receive additional director compensation .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: ~99% support in 2024; ~92% support in 2023—indicates strong investor alignment with compensation design .
- Compensation consultant: FW Cook serves as independent advisor; no conflicts identified .
- Peer group benchmarking: Includes North American rental/leasing and distribution companies (e.g., United Rentals, Ashtead, H&E Equipment Services, others); program evaluated vs peers without targeting a specific percentile .
Related Party Transactions and Other Disclosures
- Related Party: Silber’s daughter‑in‑law employed by the company as a Talent Acquisition Manager, earning ~ $220,000 in 2024; transactions subject to related-person policy .
- Section 16 compliance: All required insider filings timely for 2024 .
Performance & Track Record (selected metrics)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 689 | 895 | 1,227 | 1,452 | 1,583 |
| Equipment Rental Revenue ($mm) | — | — | — | 2,870 | 3,189 |
| Net Leverage (x) | 2.4× | 2.1× | 2.4× | 2.5× | 2.5× |
| Cumulative TSR ($100 base at 12/31/2019) | 135.70 | 320.76 | 274.39 | 316.95 | 409.92 |
Notes: 2024 business performance benefited from mega projects and infrastructure demand; partial divestiture intent (Cinelease) and adjustments disclosed; H&E Equipment Services acquisition announced in Feb 2025 with pro‑forma leverage expected to rise to ~3.8× at close .
Compensation Structure Analysis
- Cash vs equity mix: CEO target pay is highly performance‑/equity‑weighted (63.9% equity; 84.3% at risk in 2024), supporting alignment with stock performance .
- Program stability and shareholder support: High Say‑on‑Pay results (99%/92%) indicate investor acceptance of metrics and rigor .
- Metric rigor and transparency: Annual plan uses EBITDA, ROIC proxies (Return on Revenue Earning Equipment), and growth; PSUs focus on Average ROIC and REBITDA Margin with 200% caps (2024 design) .
- Avoidance of shareholder‑unfriendly features: No excise tax gross‑ups; double‑trigger CIC; no option repricing; hedging/pledging prohibited; robust clawbacks .
Employment Terms (detail table)
| Component | Key Terms |
|---|---|
| Severance (No‑Cause) | 2× salary + 2× target bonus; benefits for 2 years; outplacement . |
| CIC Severance | 2.5× salary + 2.5× average cash bonus; 30 months benefits; double‑trigger; no tax gross‑ups . |
| Equity Treatment | Immediate vesting if not assumed in CIC; double‑trigger vesting post‑CIC (PSUs at target) . |
| Clawbacks | SEC/NYSE compliant; additional misconduct policy for director level+ . |
Investment Implications
- Alignment: Strong pay‑for‑performance linkage with heavy equity weighting, ROIC/REBITDA‑based PSUs, and rigorous clawback/hedging/pledging policies; high Say‑on‑Pay support lowers governance risk .
- Retention risk: Market‑competitive severance/CIC protections and multi‑year PSU/RSU vesting reduce voluntary turnover risk; however, scheduled RSU and PSU vestings create periodic potential selling pressure (watch Form 4s around February anniversaries and cycle completions) .
- Ownership: Silber’s direct beneficial stake is <1%, but guideline compliance (6× salary) and substantial unvested equity maintain alignment; pledging/hedging prohibitions further protect alignment .
- Execution track record: Sustained EBITDA growth and solid TSR under Silber, with leverage managed at ~2.5× pre‑H&E deal; monitor integration/execution and targeted ~3.8× post‑close leverage path back toward the stated range .
- Signals to monitor: Changes to PSU metrics/targets, unusual discretionary bonuses, any equity award modifications/repricings, and insider transactions versus vesting schedules; also pay outcomes versus EBITDA/ROIC delivery and Say‑on‑Pay trends .