Wade Sheek

About Wade Sheek

S. Wade Sheek, age 48, serves as Senior Vice President, Chief Legal Officer and Secretary of Herc Holdings Inc. (HRI), having joined the company in November 2019 after senior legal roles at Republic Airways, Allegion plc, The Home Depot, UnitedHealth Group, and Ingersoll-Rand plc . Under his tenure as corporate secretary and chief legal officer, HRI delivered strong operating results: equipment rental revenue rose 11% to $3.189B in 2024 and adjusted EBITDA increased 9% to $1.583B, with rental revenue and adjusted EBITDA CAGRs of 20% and 23% since 2020 . Company TSR from 12/31/2019 to 12/31/2024 reached 409.92 (fixed $100 basis), outpacing the peer group at 274.69 .

Past Roles

External Roles

No public company directorships disclosed. Prior executive legal roles at Republic Airways and Allegion plc as above .

Fixed Compensation

• Not a Named Executive Officer (NEO) in 2024/2023 proxies; individual salary/bonus figures for Mr. Sheek are not disclosed. Program-level elements for senior management include: company-provided vehicle and an annual perquisite allowance up to $15,000 (medical reimbursement, financial planning, tax preparation, supplemental insurance) .

• Stock ownership guidelines: Senior Vice Presidents must hold equity equal to 3× base salary; executives must retain at least 50% of net, after-tax vested shares until guideline compliance (unvested RSUs count; PSUs do not) .

• Clawback: SEC/NYSE-compliant recovery of incentive-based compensation for Section 16 officers upon a restatement; broader company clawback for gross negligence/fraud causing a restatement .

• Hedging/pledging: Company policy prohibits hedging, short sales, and pledging of HRI securities by employees and directors .

Performance Compensation

HRI’s senior executives (including SVPs) participate in a pay-for-performance framework using annual cash EICP and long-term PSUs/RSUs.

Annual EICP (2024)

Long-Term Incentives & Vesting

• Mix: PSUs (60%) and RSUs (40%) granted annually under the 2018 Omnibus Plan .
• PSUs: 3-year performance period; vesting based on Average ROIC (60% weight) and Average REBITDA Margin (40%) with a 200% max payout; dividend equivalents paid only upon vesting .
• RSUs: Ratable 1/3 vesting over 3 years; dividend equivalents subject to vesting .

PSU Results (2022–2024 cycle)

Equity Ownership & Alignment

• Ownership policy: SVPs must reach 3× salary holdings; retention of 50% of net vested shares until compliant; no hedging/pledging allowed .

• Insider activity: Mr. Sheek filed multiple Form 4s indicating equity transactions around vesting/grant dates:

  • Form 4 filed Oct 29, 2024 (Samuel Wade Sheek) .
  • Form 4 filed Feb 3, 2025 (Samuel Wade Sheek) .
  • Form 4 filed Feb 5, 2025 (Samuel Wade Sheek) .

  These filings reflect typical executive equity activity (e.g., RSU vesting and withholding) and do not evidence pledging (which is prohibited). Exact share counts/transaction codes can be reviewed in the linked EDGAR XMLs.

• Insider Trading Policy: Section 16 officers are subject to pre-clearance, quarterly blackout periods beginning mid-month of quarter-end until the second full trading day post-earnings release, and strict 10b5-1 plan requirements (cooling-off, no overlapping plans, good faith) .

Employment Terms

• Severance Policy for senior executives (non-CEO):

  • Involuntary termination without cause: cash severance equal to base salary + target bonus; health and welfare continuation for one year; outplacement .
  • Change-in-control (double trigger): cash severance equal to 2× base salary + average annual cash bonus (prior 3 years); health and welfare continuation for two years; equity awards vest (PSUs at target) if not assumed or upon qualifying termination post-CIC .

• Equity treatment on death/disability/retirement: accelerated or continued vesting as specified (pro rata/continued vesting depending on award year) .

• Start date/tenure: Joined HRI in November 2019; ~6 years in role as of 2025 .

Company Performance Context (for metric alignment)

• 2024 business highlights: 9 acquisitions adding 28 branches; 23 greenfield openings; issued $800MM 6.625% notes due 2029; maintained ~$1.8B ABL availability; ongoing divestiture of Cinelease (assets held for sale, impairment recorded) .

• Governance/Say-on-Pay: 2024 say-on-pay approval ~99% (strong investor support); robust board governance with independent chair, incentive recovery policy, and prohibition on pledging/hedging .

Compensation Structure Analysis

• Equity emphasis and performance link: Long-term PSUs weighted to ROIC and REBITDA Margin aligns to capital efficiency and rental profitability .

• Annual plan: EICP focuses on adjusted EBITDA, fleet return and rental growth—clear tie to core rental economics; 2024 payout modestly above target due to Individual Performance Score of 110% and Company Score at 100% .

• Risk controls: No tax gross-ups; no repricing of underwater options; clawback coverage; pre-clearance and blackout controls; prohibition on pledging/hedging .

Risk Indicators & Red Flags

• Change-in-control exposure: Double-trigger severance and equity vesting are standard and could create retention incentives; PSUs vest at target upon CIC qualifying termination .

• Insider administration: No 2024 delinquent Section 16 filings reported by the company . Insider activity should be monitored around vesting windows per policy .

• Leverage: Net leverage at 2.5× in 2024; expected to be ~3.8× at close of H&E Equipment Services transaction, implying tighter covenant headroom over the near term .

Say-on-Pay & Shareholder Feedback

• 2024: ~99% approval of executive compensation (supports pay-for-performance framework) .
• 2023: ~92% approval; peer group tuned for industry and size comparability .

Expertise & Qualifications

• 20+ years of corporate legal, governance, and transactional experience across industrials, manufacturing, retail, and healthcare; strong SEC and corporate governance background from Allegion; prior Fortune 500 exposure .

Investment Implications

• Alignment: Ownership guidelines (3× salary for SVPs), retention requirements, and prohibition on pledging/hedging support executive-shareholder alignment; clawback and blackout rigor lower governance risk .

• Incentive quality: PSU metrics (ROIC, REBITDA Margin) and EICP metrics (adj. EBITDA, fleet returns, rental growth) are tightly coupled to rental economics—positive for capital discipline and profitability .

• Retention/CIC: Standard double-trigger CIC terms and vesting protections should stabilize leadership through strategic transactions (e.g., H&E Equipment Services acquisition), but elevate severance/vesting liabilities if leadership turnover occurs post-close .

• Monitoring signals: Track Form 4 filings by Mr. Sheek around vesting cycles for selling pressure (typically tax-withholding/administrative), but no pledging allowed under policy .

Notes

• Where individual compensation figures are not disclosed for Mr. Sheek, program-level policies from HRI’s proxy and 10-K are provided. All numeric claims and policies are cited from HRI’s 2025/2024 DEF 14A and 2024 10-K.