Larry De Shon
UNITED RENTALSAbout Larry D. De Shon
Larry D. De Shon (age 65) is an independent director of United Rentals, Inc. (URI) who joined the board in 2021; he formerly served as President and CEO of Avis Budget Group (2016–2019) and spent 28 years at UAL Corporation leading United Airlines’ global airport operations. He holds degrees in communications and sociology from the University of Missouri, and brings deep operating, digital transformation, and international expertise from aviation and mobility services to URI’s board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Avis Budget Group, Inc. | President & CEO | Jan 2016 – Dec 2019 | Led organizational transformation including first end-to-end digital rental experience; built a large connected fleet |
| Avis Budget Group International | President (and other positions) | From Oct 2006 (prior roles from 2006 onward) | Oversight of Avis, Budget, Zipcar, Payless, Maggiore, Apex across EMEA, Asia-Pacific |
| UAL Corporation (United Airlines) | Various executive roles; led global airport operations | 28 years (dates not specified) | Led safety, customer service, logistics, product development, internal communications globally |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| The Hartford Financial Services Group, Inc. | Director | Current | Public company directorship |
| Air New Zealand Limited | Director | Current | Public company directorship |
Board Governance
- Independence: URI classifies De Shon as an independent director under NYSE and company categorical standards.
- Committees: Chair, Nominating & Corporate Governance (N&CG); Member, Strategy Committee.
- Board attendance: In 2024 the board met 7 times; all then-current directors attended 100% of board and committee meetings except one director at 88% (director not named); all directors attended the 2024 annual meeting.
- Committee activity (2024): Audit met 6x; Compensation 4x; N&CG 3x; Strategy 3x.
- Executive sessions: Independent directors held four executive sessions in 2024.
- Board leadership: Independent Lead Director role established; separate Chair/CEO; robust responsibilities for Lead Independent Director.
- Competencies matrix (De Shon highlights): Public company CEO; P&L owner; rental industry; capital-intensive industry; international experience.
Fixed Compensation (Director)
| Component | URI Policy (2024) | De Shon 2024 Amount |
|---|---|---|
| Annual cash retainer (directors) | $120,000 | Included in cash total |
| Committee chair fees | N&CG Chair increased to $20,000 effective May 9, 2024 | Included in cash total |
| Strategy Committee chair fee | $15,000 (not applicable; De Shon is member) | N/A |
| Lead Independent Director | $40,000 (not applicable) | N/A |
| Cash fees earned (total) | — | $138,238 |
Notes:
- Directors receive travel support and may participate in medical benefits at their own cost.
- Non-executive Chair compensation is separate ($500,000 cash in 2024; not applicable to De Shon).
Performance Compensation (Director; Equity)
URI grants fully vested RSUs to non-management directors annually; grants are settled after three years (subject to acceleration/deferral). There are no performance conditions for director equity; grants are value-based and fully vested at grant.
| Grant Date | Instrument | Shares | Grant FMV | Settlement |
|---|---|---|---|---|
| May 9, 2024 | RSUs (fully vested) | 254 | $175,059 | Generally settles after 3 years (deferral/acceleration per plan) |
Structure notes:
- Annual director equity compensation level: $175,000 (actual issued $175,059 due to rounding) using closing price $689.21 on May 9, 2024; all RSUs fully vested on grant date with deferred settlement.
- Company prohibits granting of options below FMV; no director option grants disclosed for 2024.
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Current public boards | The Hartford Financial Services Group, Inc.; Air New Zealand Limited |
| Interlocks | Compensation Committee interlocks: none for current members; De Shon is not on Compensation Committee. |
| Related party transactions | Independence review disclosed arm’s-length relationships with Aramark (Bruno) and Johnson Controls (Brandt); no related-party transactions disclosed involving De Shon. |
Expertise & Qualifications
- Former public-company CEO with deep operating and governance experience; led digital transformation and connected fleet initiatives at Avis.
- Functional expertise: P&L ownership, international operations, logistics, safety, and customer experience in capital-intensive, networked services.
- Education: University of Missouri (communications and sociology).
Equity Ownership
| Measure | Amount/Status |
|---|---|
| Beneficial ownership (Mar 14, 2025) | 1,636 shares total (321 outstanding shares + 1,315 fully vested RSUs with deferred settlement schedule) |
| Ownership as % of outstanding | <1% (asterisked in table) |
| 2024 year-end director holdings disclosure | 321 common; 1,315 RSUs outstanding; consistent with beneficial table |
| Stock ownership guidelines (directors) | 5x annual cash retainer; all non-management directors were in compliance as of Dec 31, 2024 |
| Hedging/pledging | Prohibited under company policy (anti-hedging and anti-pledging) |
Insider Trades (Form 4 since 2023)
| Transaction Date | Type | Shares | Price | Post-Transaction Owned | Source |
|---|---|---|---|---|---|
| May 8, 2025 | A (Award) | 284 | $670.00 | 1,920 | https://www.sec.gov/Archives/edgar/data/1067701/000095017025069320/0000950170-25-069320-index.htm |
| May 9, 2024 | A (Award) | 254 | $689.21 | 1,636 | https://www.sec.gov/Archives/edgar/data/1067701/000095017024058709/0000950170-24-058709-index.htm |
| May 4, 2023 | A (Award) | 533 | $328.38 | 1,382 | https://www.sec.gov/Archives/edgar/data/1067701/000120919123027955/0001209191-23-027955-index.htm |
Note: Awards align with URI’s annual fully vested RSU grant program for directors; settlement generally deferred.
Director Compensation Mix (2024)
| Category | Cash ($) | Equity ($) | Total ($) |
|---|---|---|---|
| Larry D. De Shon | 138,238 | 175,059 | 313,297 |
| Source: Director Compensation for Fiscal Year 2024 table. |
Potential Conflicts or Related-Party Exposure
- No company-disclosed related party transactions or independence exceptions involving De Shon. Independence affirmed by Board; transactions reviewed and disclosed for other directors (Aramark, Johnson Controls), not De Shon.
- Anti-hedging and anti-pledging policies apply to directors; director ownership guidelines in effect and in compliance as of year-end 2024, reducing misalignment risk.
Governance Assessment
- Strengths: Independent director; chairs N&CG (governance oversight), sits on Strategy; background as public-company CEO in capital-intensive, fleet/logistics-driven businesses with international scope; strong equity alignment via director RSUs; anti-hedging/anti-pledging; stock ownership guideline compliance; board attendance was near-perfect in 2024 and all directors attended the annual meeting; independent directors met in executive session 4x.
- Watch items: Multiple external public boards (The Hartford, Air New Zealand) increase time demands; however, URI’s annual overboarding review confirmed all directors complied with policy. No director-specific attendance shortfall disclosed for De Shon.
- Red flags: None disclosed regarding related party transactions, hedging/pledging, or low attendance; director equity is fully vested on grant but deferred for settlement, which is typical for URI’s plan.
Appendix: URI Board/Committee Reference
- Board nominees matrix and competencies including De Shon’s skills.
- Committee roster confirming N&CG Chair role and Strategy Committee membership.
- Director independence determinations.
- Director compensation framework and 2024 award details.