Gracia Martore
UNITED RENTALSAbout Gracia C. Martore
Gracia C. Martore (age 73) has served on United Rentals’ (URI) Board since 2017 and will become Lead Independent Director effective immediately following the May 8, 2025 Annual Meeting. She currently serves on the Audit Committee and chaired the Compensation Committee until stepping down concurrent with her Lead Independent Director appointment. Martore is a former CEO and CFO of TEGNA (formerly Gannett), with 32 years at the company and 12 prior years in banking; she graduated from Wellesley College and was a Wellesley Scholar for academic excellence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TEGNA Inc. (formerly Gannett Co., Inc.) | President & CEO; previously President & COO; EVP & CFO; various management roles | CEO Oct 2011–Jun 2017; with company since 1985 | Led major public company through transformation; recognized for leadership and financial expertise |
| Banking industry | Various roles | 12 years pre-TEGNA | Built financial and capital markets expertise |
External Roles
| Organization | Role | Committee Roles |
|---|---|---|
| The Associated Press | Chair of the Board; Chair, Human Resources & Compensation Committee | Governance and compensation leadership at major news cooperative |
| FM Global | Director; Chair, Audit Committee; Member, Executive Committee | Audit leadership at mutual insurer |
| Omnicom Group, Inc. | Director; Chair, Compensation Committee | Compensation oversight at global advertising group |
| WestRock Company | Former Director | Director and Audit Committee Chair (ended July 2024) |
| Learning Tree International; Wellesley College | Former Director; Former Trustee | Governance and nonprofit stewardship |
Board Governance
- Committee assignments (as of March 26, 2025): Audit Committee member; Compensation Committee Chair (stepping down upon becoming Lead Independent Director). Bruno to become Compensation Committee Chair post-meeting .
- Lead Independent Director: Board selected Martore to serve as LID effective immediately after the annual meeting; responsibilities include presiding over executive sessions, approving agendas/schedules/materials, liaising between Chair and independent directors, calling meetings of independent directors, acting as an independent resource to the CEO, and being available for stockholder consultation .
- Independence: 9 of 11 current directors, including Martore, are independent under NYSE and URI categorical standards. No disqualifying relationships disclosed for Martore .
- Attendance: Board met 7 times in 2024; Audit met 6; Compensation 4; N&CG 3; Strategy 3. Directors generally had high attendance (one director attended 88%; others attended 100% across Board and committees) .
- Executive sessions: Independent directors met in executive session four times in 2024 .
- Compensation Committee interlocks: None of URI’s Compensation Committee members had related-party relationships requiring disclosure; no interlocks involving URI executives disclosed for 2024 (Martore was Chair) .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $120,000 | Non-management director retainer for 2024 |
| Lead Independent Director Retainer | $40,000 | Applicable to LID role (effective post May 8, 2025); not in Martore’s 2024 fees |
| Committee Chair Retainers | Audit Chair $25,000; Compensation Chair $20,000; N&CG Chair $20,000; Strategy Chair $15,000 | Martore earned Compensation Chair retainer in 2024 |
| Annual Equity Grant (RSUs) | $175,059 | 254 fully vested RSUs granted May 9, 2024 at $689.21; settlement generally after 3 years (or earlier upon separation/change-in-control; subject to further deferral) |
| 2024 Director Compensation (URI) | Cash Fees | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Gracia C. Martore | $140,000 | $175,059 | $315,059 |
Additional notes:
- Deferred Compensation Plan: Directors can elect to defer fees into RSUs or a money market fund; RSUs from deferrals are fully vested and settlement can be further deferred per 409A .
- Chair compensation: Non-executive Chair (M. Kneeland) receives $500,000 cash in lieu of retainer/equity .
Performance Compensation
| Item | Structure | Metrics/Outcomes |
|---|---|---|
| Director equity awards | Fully vested RSUs; no performance conditioning | No performance metrics tied to director compensation disclosed; RSUs align director interests via equity exposure |
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Conflict Noted |
|---|---|---|
| Omnicom Group, Inc. | Public company directorship; Compensation Chair | No related-party transactions or interlocks involving URI executives disclosed |
| The Associated Press | Nonprofit board; HR & Compensation Chair | No conflicts disclosed |
| FM Global | Director; Audit Chair | No conflicts disclosed |
| WestRock (ended 2024) | Former director | No conflicts disclosed |
Expertise & Qualifications
- Financial expertise: Board determined Martore qualifies as an “audit committee financial expert” and has accounting/financial management expertise; Audit Committee members are financially literate .
- Leadership and transformation: CEO/CFO experience at TEGNA, broad management and operational transformation experience, cybersecurity and governance skills .
Equity Ownership
| Holding Type (as of Dec 31, 2024) | Amount |
|---|---|
| Common shares held | 1,734 |
| Outstanding fully vested RSUs | 5,445 (includes RSUs from deferral of cash compensation) |
Ownership alignment and policies:
- Director stock ownership guidelines: 5x annual cash retainer for non-management directors; Board Chair 2x Chair cash retainer. All non-management directors were in compliance as of Dec 31, 2024 .
- Anti-hedging/anti-pledging: Prohibited for directors and executives; reiterated in governance highlights .
- Deferred settlement: RSUs settle after three years unless accelerated; directors may further defer settlement subject to 409A .
Governance Assessment
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Strengths:
- Elevated to Lead Independent Director, signaling strong investor-aligned oversight and independent leadership. Responsibilities include agenda approval, executive session leadership, and stockholder availability—supports effective Board challenge and independence .
- Financial sophistication and audit expertise; qualifies as audit committee financial expert—beneficial for oversight of capital allocation, risk, and controls in a capital-intensive business .
- High alignment policies: robust stock ownership guidelines (5x retainer), anti-hedging/pledging, and use of equity (RSUs) for director compensation—good “skin-in-the-game” signals .
-
Potential risks/monitoring items:
- Multi-board commitments: Chairs compensation committees at Omnicom and Associated Press and audit committee at FM Global. URI’s N&CG reviewed director overboarding policy and confirmed compliance; continue monitoring for time/attention dilution risk, especially after LID responsibilities commence .
- Related-party/transactions: URI discloses policy and committee review; no Martore-specific related-party transactions disclosed—maintain vigilance but currently no red flags .
- Attendance transparency: URI reported strong Board/committee attendance overall without individual breakdown; no indication of issues for Martore, but name-specific attendance not disclosed—neutral signal .
Contextual shareholder sentiment:
- Say-on-Pay approval at 94% in 2024 indicates broad investor support for URI’s pay practices and oversight environment; supports confidence in compensation governance under Martore’s committee leadership during 2024 .
Overall implication: Martore’s impending Lead Independent Director role, audit financial expertise, and history leading compensation oversight across major institutions point to strong governance proficiency and effective board leadership. No conflicts or related-party exposures are disclosed; ownership guideline compliance and anti-hedging/pledging policies further align interests with shareholders .