Shari Burgess
HERC HOLDINGSAbout Shari L. Burgess
Shari L. Burgess is an independent director of Herc Holdings Inc. (HRI), serving since 2020; she is 66 years old and sits on the Audit Committee, where she has been designated an “audit committee financial expert.” She is the retired Vice President and Treasurer of Lear Corporation (2002–2021), having held various financial roles there since 1992, and previously served as Lear’s Chief Diversity Officer (2014–2018), bringing deep corporate finance, capital structure, and diversity leadership experience to HRI’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lear Corporation | Vice President & Treasurer | 2002–2021 | Corporate finance leadership; capital structure and transactions |
| Lear Corporation | Chief Diversity Officer | 2014–2018 | Diversity programs leadership in Michigan; corporate citizenship |
| Lear Corporation | Various Financial Roles | Since 1992 | Broad finance experience supporting strategy and growth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | Other public company directorships: None |
Board Governance
- Independence: Independent director .
- Committee assignments: Audit Committee member; designated “audit committee financial expert” .
- Committee activity: Audit Committee met 7 times in 2024 .
- Board activity and attendance: Board met 5 times in 2024; each director nominee (including Burgess) attended 100% of Board and committee meetings; director nominees attended the 2024 annual meeting .
- Governance highlights: Independent Chairman; majority independent Board (6 of 7 nominees); majority voting with resignation policy; robust stock retention guidelines; prohibition on pledging/hedging .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 98,894 | 102,500 |
| Annual Board Cash Retainer ($) | 90,000 (from May 11, 2023) | 90,000 |
| Audit Committee Member Fee ($) | 12,500 | 12,500 |
| Committee Chair Fees (reference) | Audit Chair: 37,500; Comp Chair: 22,500; N&G Chair: 15,000 (not applicable to Burgess) |
Notes:
- Director compensation program includes cash retainer and annual RSU grant; no per‑meeting fees disclosed .
- Nominating & Governance Committee reviews director pay with an independent compensation consultant .
Performance Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Stock Awards ($) | 130,009; RSUs vest at next annual meeting; dividend equivalents paid | 130,129; RSUs vest at next annual meeting; dividend equivalents paid |
| Deferral Elections | Elected to defer equity into phantom stock units | Elected to defer equity into phantom stock units |
| Phantom Stock Units Outstanding (as of 12/31) | 4,196 units | 5,030 units |
| Change‑in‑Control Treatment | RSUs vest in full upon change in control; death/disability vesting also provided | |
| Performance Metrics | None disclosed for director equity (time‑based RSUs/phantom units) |
Other Directorships & Interlocks
| Type | Company | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None |
Expertise & Qualifications
- Corporate finance and treasury leadership; capital structure and transactions; long‑term strategy .
- Diversity leadership experience as Lear’s Chief Diversity Officer (2014–2018) .
- Audit Committee financial expert designation at HRI .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | Percent of Outstanding Shares | Shares Outstanding |
|---|---|---|---|
| Mar 18, 2024 | 4,196 | <1% (“*”) | 28,359,891 |
| Mar 17, 2025 | 5,030 | <1% (“*”) | 28,484,455 |
Additional ownership/pledging detail:
- Directors may defer cash/equity into phantom stock units that vest after service ends (or earlier upon change in control) .
- HRI prohibits director/employee pledging or hedging of Company stock .
Compensation Structure Analysis
- Year‑over‑year change: Cash fees rose modestly (+$3,606), while equity grant values remained effectively flat ($130k) from 2023 to 2024, indicating stability in pay mix .
- Alignment: Equity granted annually with time‑based vesting and the option to defer into phantom units until departure, supporting long‑term alignment rather than short‑term incentives .
- Ownership guidelines: Independent directors are expected to hold shares equal to 5x base cash retainer ($450,000); directors must retain at least 50% of net shares until compliant . Compliance status for Burgess is not disclosed; beneficial ownership remains <1% of shares outstanding .
Insider Trades
| Year | Section 16(a) Compliance | Notes |
|---|---|---|
| 2024 | All filing requirements timely met | No delinquent Section 16(a) reports for directors |
Governance Assessment
-
Strengths:
- Independent director with deep corporate finance and treasury expertise; designated audit committee financial expert .
- 100% attendance in 2024 at Board and committee meetings; strong engagement .
- Robust governance practices: independent chair; majority independent board; stock retention guidelines; anti‑pledging/hedging policy .
- Transparent director compensation framework reviewed with an independent consultant; stable cash/equity mix .
-
Risks/Watch‑outs:
- Beneficial ownership is <1% of outstanding shares; while consistent for non‑employee directors, the proxy does not disclose compliance status vs. ownership guidelines (5x retainer) .
- No performance‑conditioned equity for directors; equity is time‑based, which aligns tenure but not quantitative performance metrics .
-
Conflicts/Related‑party exposure:
- The proxy’s related‑person transactions section does not disclose any transactions involving Burgess; one employee relationship disclosed pertains to the CEO’s family member, with compensation stated and policies described for oversight .
Board Committee Context (for completeness)
| Committee | Members | 2024 Meetings | Key Oversight |
|---|---|---|---|
| Audit Committee | Browning (Chair), Burgess, Crenshaw, Sachdev | 7 | Financial reporting integrity, auditor independence, internal controls, enterprise risk (including technology & cybersecurity), financing policies/dividends/repurchases |
| Compensation Committee | Holley (Chair), Campbell, Kelly | 6 | CEO evaluation and senior executive pay, incentive targets/payouts, succession planning, DEI and culture oversight |
| Nominating & Governance | Kelly (Chair), Campbell, Holley | 5 | Board composition/skills, governance guidelines and director ethics, director pay form/amount, ESG oversight |
Director Compensation Summary (Individual)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 98,894 | 130,009 | 228,903 |
| 2024 | 102,500 | 130,129 | 232,629 |
Notes on Program Terms
- RSUs granted after the annual meeting, vest at the next annual meeting; dividend equivalents are paid; RSUs vest in full upon death, disability, or change in control .
- Directors may elect to receive Company stock in lieu of cash and may defer cash/equity into phantom stock units (phantom units vest after Board service or upon change in control) .
- Chairman receives an additional $150,000 fee in stock (not applicable to Burgess) .