Mark Humphrey
HERC HOLDINGSAbout Mark Humphrey
W. Mark Humphrey is Senior Vice President and Chief Financial Officer (CFO) of Herc Holdings Inc. (HRI), appointed effective March 10, 2023; he joined HRI in April 2017 after serving as CFO and Chief Accounting Officer at Alico, CFO at Compass Management Group, and nearly 10 years in public accounting with PwC; he was age 51 at the time of his appointment announcement . Company performance highlights underpinning pay-for-performance: equipment rental revenue increased 11% to $3.19B and adjusted EBITDA rose 9% to $1.58B in 2024; since 2020, rental revenue CAGR is 20% and adjusted EBITDA CAGR is 23%, with net leverage at 2.5x . HRI’s cumulative TSR for a fixed $100 investment reached $409.92 by 2024 versus $274.69 for the compensation peer group .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Herc Holdings Inc. | Senior Vice President & CFO | Since Mar 10, 2023 | Principal financial officer; Sarbanes-Oxley certifications and disclosure controls oversight |
| Herc Holdings Inc. | Vice President & Chief Accounting Officer | Apr 2017–Mar 2023 | Led accounting; interim CFO Mar–Jun 2018, ensuring continuity |
| Alico, Inc. | CFO and Chief Accounting Officer | Not disclosed | Public-company finance leadership prior to HRI |
| Compass Management Group | CFO | Not disclosed | Property-management finance leadership |
| PwC LLP | Public accounting (nearly 10 years) | Not disclosed | Technical accounting and audit foundation |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in company filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $470,000 | $525,000 |
| Salary Paid ($) | $450,750 | $517,596 |
| Target Bonus (%) | 75% of base | 75% of base |
| Target Bonus ($) | $352,500 (75% of $470,000) | $393,750 (75% of $525,000) |
| Actual Annual Bonus Paid ($, EICP) | $353,741 | $433,125 |
Performance Compensation
- Annual plan design (EICP): 90% financial metrics and 10% management business objectives (MBOs); financial metrics are Adjusted EBITDA (50%), Return on Revenue Earning Equipment (30%), and Equipment Rental Revenue Growth (20%). For 2024, Company Performance Score was 100% and individual performance scores were 110% for all NEOs, yielding a 110% payout of target .
| 2024 EICP Metric | Weight | Target | Actual | Performance as % of Target | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 50% | $1,571 | $1,549 | 90.2% | Linear interpolation; 200% cap |
| Return on Revenue Earning Equipment | 30% | 25.0% | 24.2% | 82.5% | Excludes studio entertainment; Otay adjustments |
| Equip. Rental Revenue Growth | 20% | 8.5% | 9.3% | 122.9% | 200% cap |
| MBOs (Sustainability, IT, People & Culture) | 10% | — | — | 150.0% | Aggregate scoring |
| Company Performance Score | — | — | — | — | 100.0% |
| Individual Performance Score | — | — | — | — | 110% for NEOs |
- Long-term equity (2024 awards): PSUs (60% of LTI) and RSUs (40%), under the 2018 Omnibus Plan. 2024 PSU metrics are Average ROIC (60%) and Average REBITDA Margin (40%); PSUs vest after 3-year period; RSUs vest ratably over three years; dividend equivalents accrue and pay only upon vesting .
| 2024 Equity Grants (Feb 6, 2024) | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs | 1,891 | $280,000 | 1/3 annually on grant anniversaries |
| PSUs (Threshold/Target/Max) | 1,419 / 2,837 / 5,674 | $420,075 | 3-year performance period (2024–2026) |
- PSU outcome (2012–2024 cycle): For the 2022–2024 PSUs, Average ROIC and REBITDA Margin delivered a total payout of 78.3%; Humphrey earned 917 PSUs vs. 1,171 target .
| 2022–2024 PSU Metrics | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| 3-Year Avg ROIC | 60% | 10.5% | 11.5% | 12.5% | 10.8% | 65.0% |
| REBITDA Margin | 40% | 45.0% | 47.0% | 49.0% | 46.9% | 98.3% |
| Total PSU Payout | — | — | — | — | — | 78.3% |
| Humphrey PSUs (Target vs. Earned) | — | — | 1,171 | — | — | 917 |
Equity Ownership & Alignment
- Beneficial ownership: 22,048 shares (<1% of outstanding; 28,484,455 shares outstanding as of Mar 17, 2025) .
- Outstanding equity at 12/31/2024 (market price $189.33):
- Unvested PSUs: 1,321 (02/07/23 grant) at $250,105, 1,467 (03/13/23 grant) at $277,747, 2,837 (02/06/24 grant) at $537,129 .
- Unvested RSUs: 587 at $111,137, 652 at $123,443, 1,891 at $358,023 .
- 2024 vesting realized value: 5,869 shares vested; $874,803 realized; no option exercises .
- Ownership guidelines: CFO must hold equity equal to 3x base salary; executives must retain at least 50% of net, after-tax shares until guideline compliance; all NEOs are in compliance .
- Hedging/pledging: Prohibited for employees and directors; short sales and derivatives also prohibited; margin and pledges banned under insider trading policy .
- Stock retention for directors and robust clawback: Incentive compensation recovery policy per SEC/NYSE; broader clawback applies to directors and leaders for misconduct contributing to restatements .
Employment Terms
- Severance and change-in-control economics: Double-trigger CIC severance equals 2x base salary plus average cash bonus for the prior three years; general involuntary severance equals 1x base salary plus target bonus; no excise tax gross-ups .
- Illustrative CFO payout table (as if termination on 12/31/2024; stock price $189.33):
| Scenario (Humphrey) | Severance Payment ($) | Continued Benefits ($) | Outplacement ($) | Incremental RSU Vesting ($) | Incremental PSU Vesting ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination Without Cause | 918,750 | 16,397 | 25,000 | 133,857 | 852,174 | 1,946,178 |
| Termination by Death/Disability | — | — | — | 283,806 | 1,644,709 | 1,928,515 |
| Following Change in Control (Double Trigger) | 1,870,855 | 34,386 | 25,000 | 283,806 | 1,644,709 | 3,858,756 |
Compensation & Incentives Details
- 2024 Summary Compensation Table: Total $1,715,104 (Salary $517,596; Stock awards $700,075; Non-equity incentive $433,125; All other comp $64,308) .
- Perquisites: company-provided vehicle ($14,455), 401(k)/deferred contributions ($34,853), perquisite allowance ($15,000) .
- Deferred compensation: Executive contributions $42,107; company contributions $21,030; aggregate earnings $8,148; year-end balance $124,219 .
- No tax gross-ups, no repricing of underwater options, double-trigger equity vesting on CIC .
Compensation Peer Group & Say-on-Pay
- Peer group used for competitive benchmarking includes Air Lease, Ashtead Group (Sunbelt), Fastenal, Federal Signal, GATX, H&E Equipment Services, McGrath, Pool, Ritchie Bros., Rush Enterprises, Terex, Trinity, United Rentals, WillScot Mobile Mini, Xylem (median revenue ~$3.7B; market cap ~$5.6B; total assets ~$5.4B) .
- Say-on-pay: ~99% votes cast approved 2024 executive compensation; program remained largely unchanged in 2024 .
Governance, Policies & Risk Indicators
- Section 16 reporting: All timely in 2024 .
- Clawbacks: SEC/NYSE-compliant; applies to Section 16 officers; broader policy for director-level+ in case of misconduct causing restatements .
- Insider trading and 10b5-1 conditions: Cooling-off periods and pre-clearance required; blackout windows apply; anti-hedging/pledging/derivatives bans .
- Beneficial owners over 5%: Vanguard 10.2%, BlackRock 8.9%, GAMCO 5.9%, Invesco 5.1% as of relevant dates .
Investment Implications
- Strong pay-for-performance alignment: Annual incentives tied to Adjusted EBITDA, capital efficiency (RREE), and rental revenue growth; long-term PSUs tied to Average ROIC and REBITDA Margin, which drive value creation in rental economics; 2024 payout at 110% reflects balanced company and individual performance .
- Retention risk appears contained: Double-trigger CIC terms and market-aligned severance, robust ownership guidelines (3x salary, 50% net share retention), and prohibition on pledging/hedging reduce misalignment and near-term selling pressure from vesting cycles; NEOs are in compliance .
- Shareholder-friendly features: No tax gross-ups, no option repricing, clawback policies, and high say-on-pay support (~99%) indicate governance strength and investor acceptance of the program .
- Execution signals: Humphrey’s tenure spans accounting leadership and CFO role during a period of EBITDA growth and superior TSR vs peers; continued focus on ROIC and margins in PSU design supports capital discipline amid leverage management and acquisition strategy .
Note: Education, non-compete, non-solicit, garden leave, external directorships, and related-party specifics for Mr. Humphrey are not disclosed in the filings reviewed and are therefore omitted. **[1364479_0001364479-23-000010_hri-20230306.htm:1]** **[1364479_0001364479-25-000014_hri-20250328.htm:45]**