Michael Kelly

About Michael A. Kelly

Independent director at Herc Holdings (HRI) since 2016; age 68. Kelly is Chair of the Nominating & Governance Committee and a member of the Compensation Committee. He is a retired Executive Vice President of 3M’s Electronics & Energy Business (2012–2016) and previously EVP of 3M’s Display & Graphics Business (2006–2012), with extensive global operating experience. He also serves on the board of Mettler‑Toledo International, Inc.

Past Roles

External Roles

Board Governance

• Independence: Listed as independent; nominated for re‑election to a 1‑year term in 2025. Board size: 7 nominees as of March 28, 2025. Board met five times in 2024. Each director nominee attended 100% of Board and committee meetings in 2024; all nominees at the 2024 annual meeting attended. Majority voting standard in uncontested elections.

• Committee assignments and 2024 meeting cadence: | Committee | Kelly’s Role | 2024 Meetings | Scope/Highlights | |---|---|---|---| | Nominating & Governance | Chair | 5 | Board composition, director evaluations, director pay, Corporate Governance Guidelines and Directors’ Code, ESG and sustainability oversight | | Compensation | Member | 6 | CEO evaluation; senior exec pay philosophy; incentive targets/payouts; succession planning; workforce culture/DEI oversight | | Audit | Not a member | 7 | Financial reporting, auditor oversight, internal controls, capital/liquidity risk, tech/infosec risk |

• Engagement indicators:

  • Signed Compensation Committee Report with Holley (Chair) and Campbell, evidencing active participation.
  • Policy limits outside boards to five for directors; directors must notify N&G Committee upon joining another board for conflict review.

Fixed Compensation

Program structure for non‑employee directors (2024):

• Annual cash retainer: $90,000; RSU grant: $130,000; Committee chair/member fees: Audit ($37,500/$12,500), Compensation ($22,500/$7,500), Nominating & Governance ($15,000/$5,000); Board Chair receives additional $150,000 in stock. RSUs granted after the annual meeting, vest at next annual meeting; vest on death/disability/change in control. Directors may elect stock in lieu of cash and may defer cash/equity into phantom stock units.

Compensation received by Michael A. Kelly

Notes:

• 2024 equity award is an RSU that vests on the day of the 2025 Annual Meeting; Kelly did not elect to defer 2024 equity into phantom units (others did).
• 2023 director pay program increased the cash retainer from $80,000 to $90,000 and the RSU grant from $120,000 to $130,000 effective May 11, 2023.

Performance Compensation

• No performance‑conditioned director compensation disclosed; equity is time‑vested RSUs that vest at the next annual meeting. No director options or PSU performance metrics are used for non‑employee directors.

Other Directorships & Interlocks

• Related‑person transaction oversight: Written policy requires N&G Committee review of any director/executive/5% holder transactions with the Company for material interest; abstention required where conflicts exist. No Kelly‑specific related‑party transactions are described.

Expertise & Qualifications

• Strategic/operational leader with global P&L responsibility (~$6B business at 3M), with experience in strategic planning, restructuring, and international management. Service on another public company board enhances governance acumen.
• As N&G Chair, oversees board composition, director evaluations, director pay, and ESG/sustainability strategy and reporting.
• As Compensation Committee member, oversees CEO performance evaluation, incentive design, and succession planning; committee retains independent advisor FW Cook for compensation risk review.

Equity Ownership

Governance Assessment

• Positives:

  • Independent director; 100% attendance at Board and committee meetings in 2024, indicating strong engagement.
  • Governance leadership as N&G Chair with explicit remit over board composition, director pay, and ESG oversight; continued service on Compensation Committee reinforces alignment with pay governance.
  • Ownership alignment: ongoing RSU grants; stringent 5× retainer ownership guideline and anti‑hedging/anti‑pledging policy.
  • No related‑party transactions involving Kelly disclosed; robust related‑party review policy administered by the N&G Committee.

• Watch items:

  • Year‑over‑year committee role shift (from Compensation Committee Chair in 2023 to N&G Chair in 2025) changes the locus of his influence; neutral from a governance standpoint but worth noting for coverage continuity.
  • Beneficial ownership is <1% given HRI’s share count; while consistent with market practice for non‑employee directors, compliance status versus the guideline dollar threshold is not disclosed.