Patrick Campbell
HERC HOLDINGSAbout Patrick D. Campbell
Patrick D. Campbell, age 72, has served as an independent director of Herc Holdings Inc. (HRI) since 2016 and is the Non‑Executive Chairman of the Board. He is the retired Senior Vice President and Chief Financial Officer of 3M Company (2002–2011) and previously held senior finance roles at General Motors, including Vice President of International and Europe, bringing deep capital markets, M&A, and IT oversight experience to HRI’s board. He is currently a director at Newell Brands Inc. and has been classified as independent by HRI’s Board; he recorded 100% Board and committee attendance in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 3M Company | Senior Vice President & Chief Financial Officer | 2002–2011 | Oversaw finance, M&A, and information technology; deep knowledge of capital structures and markets |
| General Motors Corporation | Vice President of International and Europe; various finance functions | Not disclosed | Global operations and finance leadership; international regulatory understanding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Newell Brands Inc. | Director (current); Former Non‑Executive Chairperson | Not disclosed | Leadership in board governance at a large public issuer |
| SPX Corporation | Director (former) | Not disclosed | Board oversight experience |
| SPX Flow, Inc. | Director (former) | Not disclosed | Board oversight experience |
| Solera Holdings Inc. | Director (former) | Not disclosed | Board oversight experience |
| Stanley Black & Decker, Inc. | Lead Director (former) | Not disclosed | Lead director responsibilities and governance leadership |
Board Governance
- Roles: Non‑Executive Chairman of the Board; member of the Compensation Committee and the Nominating & Governance Committee. As Chair, he sets Board agendas, chairs executive sessions, and assists in evaluation and setting of CEO compensation with independent directors.
- Independence: The Board determined all nominees other than the CEO are independent, including Mr. Campbell.
- Attendance & cadence: Board met five times in 2024; director nominees had 100% attendance. Audit met 7 times; Compensation met 6; Nominating & Governance met 5.
- Voting/tenure policies: Majority voting standard; contingent resignation policy; general guideline not to nominate non‑management directors at or above age 75 (waived for Audit Chair Browning in 2025).
| Committee | Position | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Board of Directors | Non‑Executive Chairman | 5 | Strategy oversight; executive sessions; CEO compensation input |
| Compensation Committee | Member | 6 | CEO performance evaluation; incentive design; succession; culture and DEI oversight |
| Nominating & Governance | Member | 5 | Board composition; governance framework; director pay; ESG oversight |
Fixed Compensation
| Component | Policy Detail | 2024 Amounts (If Applicable) |
|---|---|---|
| Board cash retainer | Annual cash retainer for non‑employee directors | $90,000 |
| RSU grant | Annual RSUs to directors granted after annual meeting; vest at next annual meeting; dividend equivalents paid; vest fully on death/disability or change-in-control | $130,000 grant value |
| Chairman fee | Additional fee payable in shares of common stock | $150,000 (in stock) |
| Committee fees | Audit Chair $37,500; Audit Member $12,500; Compensation Chair $22,500; Compensation Member $7,500; N&G Chair $15,000; N&G Member $5,000 | As applicable by role |
| Deferral election | Cash/equity can be deferred into phantom stock units (vest after director leaves the Board or earlier on change-in-control) | Available to directors |
| Patrick D. Campbell – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $106,300 |
| Stock Awards (grant date fair value) | $280,230 |
| Total | $386,530 |
Performance Compensation
| Metric | Disclosure |
|---|---|
| Performance metrics tied to director compensation | None disclosed; directors receive time-based RSUs vesting at next annual meeting |
| Dividend equivalents on RSUs | Paid at same rate/time as common dividends; subject to RSU vesting |
| Change-in-control treatment (directors) | RSUs vest in full on change-in-control |
Other Directorships & Interlocks
- Current public company board: Newell Brands Inc.
- Former public company boards: SPX Corporation; SPX Flow, Inc.; Solera Holdings Inc.; Stanley Black & Decker, Inc.
- Interlocks/conflicts: No related‑party transactions disclosed involving Mr. Campbell; HRI has a formal related‑party review policy through the Nominating & Governance Committee.
Expertise & Qualifications
- Capital markets, finance, and accounting expertise from CFO role at 3M; board leadership experience including former Non‑Executive Chair (Newell) and Lead Director (Stanley Black & Decker); oversight of M&A and IT at 3M; international experience across complex global businesses.
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership | 24,502 shares; less than 1% of outstanding shares (28,484,455 shares outstanding as of March 17, 2025) |
| RSUs outstanding (as of 12/31/2024) | 1,796 RSUs (vest within 60 days) |
| Phantom stock units outstanding | 13,082 units (deferred director compensation) |
| Stock ownership guideline (directors) | Required to hold shares equal to five times base annual cash retainer; current guideline target $450,000; retain at least 50% net shares until compliant |
| Compliance status | Each non‑employee director is in compliance with ownership guidelines |
| Hedging/pledging | Prohibited for directors and employees |
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filing compliance (2024) | All filing requirements applicable to directors, officers, and 10% holders were timely met; no delinquencies reported |
Note: Specific Form 4 transaction details for Mr. Campbell are not disclosed in the proxy. If needed, we can pull recent Form 4s and current holdings via the insider-trades skill to detail transaction dates, share counts, and option activities.
Governance Assessment
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Positives: Independent Chair structure; 100% attendance; clear majority voting and resignation policy; robust stock ownership, clawback, and anti‑hedging/pledging policies; double‑trigger equity vesting on change‑in‑control; director compensation with a meaningful equity component including Chairman stock fee; use of independent compensation consultant (FW Cook) with no conflicts; strong say‑on‑pay support (~99% in 2024).
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Watch items: Age policy threshold at 75 (Mr. Campbell is 72); continued monitoring of board refresh and succession planning disclosed by N&G Committee. No related‑party exposure disclosed for Mr. Campbell.
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Implications: An engaged independent Chair with finance/M&A/IT depth and full attendance supports investor confidence in board oversight of strategy, risk, and CEO compensation; equity‑heavy director pay and ownership guidelines align incentives; absence of conflicts and strong policy framework reduce governance risk.