Marc Bruno

About Marc A. Bruno

Marc A. Bruno (age 53) is an independent director of United Rentals, Inc. (URI) since 2018 and serves on the Compensation Committee and the Nominating & Corporate Governance (N&CG) Committee. He is Chief Operating Officer, U.S. Food & Facilities at Aramark (since 2019) and holds a B.S. from Cornell’s School of Hotel Administration and an MBA from Harvard Business School . URI’s Board has formally determined Mr. Bruno is independent under NYSE and URI’s categorical standards; the Board reviewed URI’s ordinary-course commercial interactions with Aramark and concluded they were immaterial and did not impair independence (each <2% of Aramark’s consolidated revenue in 2024) .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation Committee and N&CG Committee; effective immediately after May 8, 2025, Bruno will become Chair of the Compensation Committee (succeeding Gracia Martore) .
• Independence: Determined independent; Board reviewed URI’s customer/supplier relationships with Aramark and found them immaterial (each <2% of Aramark’s revenue) and on arm’s-length terms; no personal benefit; independence maintained .
• Attendance and engagement: In 2024, the Board met 7 times; URI disclosed that each then‑current director attended 100% of Board and relevant committee meetings except one director who attended 88% (not named). All then‑current directors attended the 2024 annual stockholders’ meeting .
• Relevant committee activity levels (2024): Compensation Committee met 4x; N&CG Committee met 3x .
• Director ownership, hedging/pledging: Directors must hold 5x annual cash retainer; each non‑management director was in compliance as of Dec 31, 2024; anti‑hedging and anti‑pledging policies apply .
• Say‑on‑Pay and investor sentiment: 2024 Say‑on‑Pay passed with 94% approval; ongoing investor outreach program reported to the Board/committees .

Fixed Compensation (Director)

URI uses a cash retainer plus equity RSUs for non-management directors (Chair differs). In 2024, Mr. Bruno also elected to defer 100% of his cash retainer into fully vested RSUs under the director deferred compensation plan.

• Director fee schedule (2024): | Component | Amount | |---|---| | Annual Board retainer (non‑exec directors) | $120,000 | | Lead Independent Director retainer | $40,000 | | Committee Chair retainers | Audit $25,000; Compensation $20,000; N&CG $20,000 (increased from $15,000 in 2024); Strategy $15,000 |

• Mr. Bruno – 2024 director compensation: | Item | Amount ($) | Notes | |---|---|---| | Fees Earned or Paid in Cash | 120,000 | 100% deferred into RSUs | | Stock Awards (RSUs) | 175,059 | Annual director grant; 254 RSUs @ $689.21 (grant date 5/9/24) | | Total | 295,059 | Sum of cash (deferred) and stock |

• Deferred compensation plan details: Directors may defer fees into a money market fund or URI common stock RSUs; accounts are fully vested; and settlement of vested RSUs can be further deferred by at least five years consistent with Section 409A .

Performance Compensation

Directors receive fully vested RSUs, not performance‑conditioned awards. Settlement is deferred to align with long‑term ownership.

Other Directorships & Interlocks

• Public company directorships: None disclosed for Mr. Bruno .
• Potential interlocks/conflicts: URI pays fees to and earns revenue from Aramark (Mr. Bruno’s employer); both below 2% of Aramark consolidated revenue in 2024 and deemed immaterial, preserving NYSE/URI independence .
• Related‑party transactions oversight: Audit Committee reviews and approves related‑party transactions under URI’s written policy, with thresholds and safeguards defined (including <2% revenue tests for counterparties) .

Expertise & Qualifications

• Skills matrix indicators: P&L owner; Digital; Sales & Marketing; Product Development & Distribution; Capital‑Intensive Industry; International Experience .
• Biography highlights: Extensive P&L/logistics oversight at Aramark; eight Olympic projects leadership; recognized in SportsBusiness Journal “Forty Under 40” (2010) .

Equity Ownership

• Ownership guidelines: 5x annual cash retainer for non‑management directors; URI reports each non‑management director was in compliance as of Dec 31, 2024 .
• Anti‑hedging/pledging: Prohibited under URI policies .

Governance Assessment

• Signals supporting investor confidence:

  • Independent director with disclosed ordinary‑course commercial connection (Aramark) vetted and deemed immaterial; independence affirmed .
  • Elevated responsibility: slated to chair the Compensation Committee after the 2025 Annual Meeting; committee engages an independent advisor (Pearl Meyer, independence assessed May 2024) .
  • Strong board processes: near‑universal 2024 attendance disclosure and full attendance at 2024 annual meeting; regular executive sessions of independent directors .
  • Pay alignment: deferral of 100% of cash fees into stock RSUs and robust director ownership guideline compliance; anti‑hedging/pledging policy .

• RED FLAGS

  • No material red flags disclosed: no pledging, no related‑party transactions involving Bruno beyond immaterial ordinary‑course Aramark interactions; no public company interlocks reported .

• Compensation committee context (relevant as incoming Chair):

  • 2024 Say‑on‑Pay approval at 94% indicates broad shareholder support; Compensation Committee met 4x; uses independent consultant; clawback and double‑trigger CIC vesting policies in place at URI .