Rakesh Sachdev
HERC HOLDINGSAbout Rakesh Sachdev
Independent director at Herc Holdings (HRI) since 2021; age 69. Former CEO of Platform Specialty Products (2016–2019) and Sigma-Aldrich (2010–2015), interim CEO of Axalta Coating Systems in 2022, and currently a Senior Advisor to New Mountain Capital; designated as an Audit Committee financial expert at HRI, underscoring deep finance and risk oversight credentials . He is independent (one of 6 of 7 nominees) with 100% Board and committee attendance in 2024, and HRI’s Board is led by an independent Chair with regular executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axalta Coating Systems Ltd. | Interim CEO | Aug 2022–Dec 31, 2022 | Leadership during transition; now Non-Executive Chair of Axalta’s Board |
| Platform Specialty Products (now Element Solutions) | Chief Executive Officer | 2016–2019 | Led a global specialty chemicals company |
| Sigma-Aldrich Corporation | President, Chief Executive Officer | 2010–2015 | Led an S&P 500 life science/biotech firm |
| Federal Reserve Bank of St. Louis | Former Board Member and Chair | Not disclosed | Banking/regulatory system experience |
| New Mountain Capital | Senior Advisor | Since 2019 | Private equity advisory experience |
External Roles
| Company | Role | Status |
|---|---|---|
| Axalta Coating Systems Ltd. | Non-Executive Chair (current); Interim CEO in 2022 | Current |
| Regal Rexnord Corporation | Director | Current |
| Edgewell Personal Care Company | Director | Current |
| Avantor Inc. | Director | Former |
| Element Solutions Inc. | Director | Former |
| Sigma-Aldrich Corporation | Director | Former |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; 6 of 7 nominees are independent |
| Committee assignments | Audit Committee member; designated “audit committee financial expert” |
| Committee chair roles | None indicated for Mr. Sachdev |
| Attendance | 100% Board and committee attendance in 2024; Board met 5 times |
| Committee meeting cadence | Audit Committee held 7 meetings in 2024 |
| Board leadership | Independent Non-Executive Chair; regular executive sessions of independent directors |
| Overboarding policy | Max 5 public boards (directors); Sachdev serves on 3—within limits |
Fixed Compensation (Non-Employee Director)
| Component | HRI 2024 Program | Rakesh Sachdev – 2024 Actual |
|---|---|---|
| Annual cash retainer | $90,000 | $102,500 total cash fees (retainer + Audit member fee) |
| Committee member fees | Audit: $12,500; Compensation: $7,500; N&G: $5,000 | Audit member fee included in total |
| Committee chair fees | Audit: $37,500; Compensation: $22,500; N&G: $15,000 | Not applicable |
| Chair of the Board fee | $150,000 in stock (for Chair) | Not applicable |
Performance Compensation (Director Equity)
| Equity Element | Structure | 2024 Value to Sachdev | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU grant | Time-based RSUs; no options granted to directors | $130,129 grant date fair value | Vests at next annual meeting | Dividend equivalents paid subject to same vesting |
| Deferral election | May defer equity/cash into phantom stock units | Elected to defer 2024 equity into phantom units | Vests after Board service ends (or earlier on CoC) | Change in control: director RSUs vest in full |
No performance metrics apply to director equity; awards are time-based RSUs (not PSUs/options) .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public boards | Axalta (Non-Executive Chair), Regal Rexnord, Edgewell Personal Care |
| Potential interlocks/conflicts | HRI’s policy requires N&G review/approval of related-person transactions; the 2025 proxy discloses no related-party transactions involving directors since Jan 1, 2024 . |
| Pledging/hedging | Prohibited for directors |
Expertise & Qualifications
- Former CEO of global chemicals and life sciences companies; interim CEO and current Non-Executive Chair at Axalta—strong operating, industrial, and transformation credentials .
- Designated Audit Committee financial expert, supporting financial reporting, audit, and capital allocation oversight at HRI .
- Prior Chair/Board member at the Federal Reserve Bank of St. Louis, adding macro, banking, and regulatory perspective .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/17/2025) | 3,521 shares/units (includes phantom stock units) |
| Ownership % of outstanding | ~0.01% (3,521 / 28,484,455 shares outstanding) |
| Outstanding phantom stock units | 3,521 phantom stock units (as of year-end 2024) |
| Stock ownership guidelines | Directors must hold equity = 5x base cash retainer (5 x $90,000 = $450,000); directors in compliance |
| Pledging/hedging | Prohibited |
Director Compensation – Detail (2024)
| Component | Amount |
|---|---|
| Fees earned/paid in cash | $102,500 |
| Stock awards (RSUs; deferred to phantom units) | $130,129 |
| Total | $232,629 |
Section 16 and Insider Activity
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | All required filings timely for year ended Dec 31, 2024 (no delinquencies) |
| Insider trades (Form 4) | Not detailed in the proxy; refer to individual Form 4 filings (no trades summarized in this document) |
Additional Governance Signals
| Topic | Signal |
|---|---|
| Attendance & engagement | 100% attendance across Board and committees in 2024—strong engagement |
| Committee workload | Audit Committee met 7x—substantial oversight cadence |
| Board structure | Independent Chair; executive sessions of independent directors |
| Shareholder sentiment | Say-on-pay received ~99% support in 2024—constructive investor backdrop |
| Overboarding risk | HRI cap is 5 public boards; Sachdev is on 3—within limits |
Governance Assessment
- Positives
- Audit financial expert on Audit Committee, paired with 100% attendance and a high meeting cadence—supports robust financial oversight .
- Strong alignment mechanisms: mandatory stock ownership guidelines (5x retainer), prohibition on pledging/hedging, and equity grants (with dividend equivalents) that vest on continued service .
- No related-party transactions disclosed involving directors; Section 16 filings timely—reduced conflict and compliance risk .
- Watch items
- Multiple external public boards (Axalta, Regal Rexnord, Edgewell) elevate time commitments, though still within HRI’s overboarding policy; investors commonly monitor for potential time/attention constraints, especially given Audit Committee duties .
- Director equity is time-based (not performance-linked), which is standard but provides less pay-for-performance sensitivity versus PSUs; however, ownership guidelines and dividend-equivalent RSUs help align interests .
Overall: Sachdev brings deep operating, M&A, and financial oversight expertise with clean independence, attendance, and compliance markers—supportive of investor confidence in audit/risk oversight at HRI .