Matthew Flannery
UNITED RENTALSAbout Matthew Flannery
Matthew J. Flannery is President and CEO of United Rentals, Inc. (URI) and has served as a director since May 2019; he became President in March 2018 and previously was EVP & COO (April 2012–March 2018). He joined URI through the acquisition of McClinch Equipment in 1998, holding senior operations and sales roles; he is a graduate of Hofstra University and is 60 years old . Under his leadership, URI delivered record 2024 results: total revenue $15.345 billion, adjusted EBITDA $7.160 billion, and net income $2.575 billion; 2024 adjusted EBITDA margin was 46.7%, and the company’s cumulative TSR since 2019 reached $432 on a $100 initial investment by year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Rentals, Inc. | President & CEO; Director | CEO appointed May 2019; Director since 2019 | Led strategy and operations across a capital-intensive, cyclical business; demonstrated strategic, operational and financial acumen . |
| United Rentals, Inc. | President | March 2018–May 2019 | Oversaw company-wide performance and execution . |
| United Rentals, Inc. | EVP & COO | April 2012–March 2018 | Directed operations and sales; drove operational excellence across network . |
| United Rentals, Inc. | EVP—Operations & Sales; SVP—Operations East; Regional VP roles; District Manager and Branch roles | 1998 onward | Managed multi-location logistics and aerial operations; built deep competitive insight . |
| McClinch Equipment (acquired by URI) | Operations/Sales leadership | Pre-1998 | Joined URI via acquisition; brought equipment rental operations experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary (rate) | $1,150,000 | Effective April 1, 2024 after 4.5% increase; salary paid in SCT reflects partial year $1,137,568 . |
| Target Annual Incentive (AICP) | 150% of base salary | CEO target set by Compensation Committee . |
| Actual AICP Paid (Cash) | $1,112,054 | Based on 105% of funded amount and delivery mix . |
| Actual AICP Paid (Vested Shares, grant-date value) | $773,346 | AICP delivered ~59% cash/41% vested shares for 2024 . |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| AICP (2024) | Adjusted EBITDA | 50% | $7,161M | $7,166M | 101.3% metric; plan funding 105.2% | Cash + vested shares; individual adjustment applied to 105% of funded amount . |
| AICP (2024) | Economic Profit | 50% | $792M | $822M | 109.1% metric; plan funding 105.2% | Same as above . |
| LTIP PRSUs (2024 cycle) | Total Revenue | 50% | $15,245M | $15,364M | 116.9% for revenue component | PRSUs measured annually over a 3-year period; vest 0–200% of target per year . |
| LTIP PRSUs (2024 cycle) | ROIC | 50% | 12.93% | 13.03% | 108.7% for ROIC component | As above; 2024 earned tranche 112.8% of target overall . |
2024 LTIP grant sizing and vesting (CEO):
- PRSUs: 8,985 units ($6,400,105 grant-date value at $712.31 share price on March 4, 2024) .
- Time-based RSUs: 2,247 units ($1,600,561 grant-date value), vest in equal thirds on each anniversary of grant date .
Company pay mix and practices:
- CEO pay mix ~90% variable at target TTDC; strong emphasis on at-risk compensation .
- No new option grants; URI does not currently grant stock options/SARs; anti-hedging/pledging policy applies .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (CEO) | 108,049 shares; less than 1% of outstanding . |
| Unvested RSUs/PRSUs at 12/31/2024 | RSUs/earned PRSUs not yet settled: 18,796 units; “Unearned” PRSUs awaiting 2025–2026 metrics: 9,957 units; market values at $704.44/share were $13,240,654 and $7,014,109, respectively . |
| Stock Ownership Guidelines (Executives) | CEO: 6x base salary; EVPs: 3x; SVPs: 2x; VPs: 1x; requirement to retain 50% of net shares until compliant; all NEOs in compliance as of 12/31/2024 . |
| Hedging/Pledging | Strict prohibition on hedging, pledging, short sales and certain derivatives; pre-clearance required for insider transactions . |
Employment Terms
| Provision | CEO Terms | Other NEO Terms | Notes |
|---|---|---|---|
| Employment Agreement | Effective May 8, 2019; amended Nov 9, 2023 | Each NEO has agreements (various dates) | Standard benefits participation; confidentiality . |
| Severance (Qualifying Termination w/o cause or for good reason) | 200% of annual base salary + target incentive; paid over 2 years; up to 18 months COBRA at no cost | 100% of annual base salary + target incentive; paid over 1 year; up to 12 months COBRA | Equity unvested awards forfeited; limited option post-termination exercise windows . |
| Change-in-Control (CIC) Cash | 2.99x (salary + target incentive); paid over 2 years; excise tax “cut-back” to safe harbor if beneficial | 1x (salary + target incentive) for termination regardless of CIC | |
| CIC Equity | Full vesting of RSUs/stock options and PRSUs at target if: URI ceases to be publicly traded upon CIC, or if terminated without cause/for good reason within 12 months post-CIC | Same structure | |
| Non-Compete/Non-Solicit | 2 years post-termination for CEO; 1 year for other NEOs | 1 year | |
| Clawbacks | Dodd-Frank Clawback Policy for restatement (3-year lookback) and Injurious Conduct Clawback Policy for misconduct; recoupment applies to cash and equity; AICP/equity agreements include clawback . |
Selected quantified termination/CIC illustrations (as of 12/31/2024):
- CEO: Qualifying termination total $5,788,380 (cash severance $5,750,000; COBRA $38,380); Death/Disability total $12,211,103 (COBRA $38,380; accelerated vesting $12,172,723) .
- CEO: CIC termination total $28,889,393 (accelerated vesting $20,254,763; cash $8,596,250; COBRA $38,380); full lump-sum equity vesting also triggered if URI ceases to be publicly traded .
Board Governance
- Board service: Director since 2019; current committee membership: Strategy Committee .
- Board leadership: URI has a separate non-executive Chair (Michael J. Kneeland) and a Lead Independent Director; CEO role is separate from Chair to reinforce independence .
- Independence: Flannery is not independent due to his employment with URI .
Director compensation: Executive directors receive no additional compensation for Board service .
Performance & Track Record
| Metric | 2024 | Commentary |
|---|---|---|
| Total Revenue | $15.345B; +7.1% YoY | Growth reflected both general rentals and specialty; includes Yak acquisition impact . |
| Adjusted EBITDA | $7.160B; +4.4% YoY | Margin 46.7%; normalization in used equipment market weighed on margins . |
| Net Income | $2.575B; +6.2% YoY; margin 16.8% | Strong profitability . |
| TSR | Value of $100 initial investment since 2019: $432 (year-end 2024) | URI outpaced S&P 500 and Peer Group in cumulative returns . |
| Operational highlights | TRIR 0.81; voluntary turnover 11.9%; 72 specialty branches opened in 2024 | Culture, retention, expansion . |
Compensation Committee & Peer Group
- Committee Composition & Report: Compensation Committee chaired by Gracia C. Martore; members Marc A. Bruno, Kim Harris Jones, Terri L. Kelly, Francisco J. Lopez‑Balboa; committee recommended inclusion of CD&A in proxy .
- Independent Consultant: Pearl Meyer retained as independent advisor; independence affirmed in May 2024 .
- 2024 Peer Group (examples): Carrier, C.H. Robinson, Cintas, Dover, Fortive, J.B. Hunt, Masco, Parker-Hannifin, Republic Services, Rockwell Automation, Stanley Black & Decker, Trane, Waste Management, Waste Connections, WESCO, W.W. Grainger, Xylem; URI ranked ~45th percentile revenue and market cap; 60th percentile enterprise value (as of April 1, 2023) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support: 94% approval of NEO compensation .
- 2024 outreach topics: safety goals, talent trends, discretionary components of executive compensation, sustainability updates; Board maintains willingness for independent director engagement upon request .
Compensation Structure Analysis
- Year-over-year changes: CEO base salary increased 4.5% effective April 1, 2024 (to $1,150,000) .
- Variable pay emphasis: CEO target mix ~90% variable; AICP and LTIP funded above target (AICP 105.2%, LTIP 112.8%) based on strong performance .
- Equity shift: URI does not grant new options; primary long-term vehicles are PRSUs and RSUs, aligning with shareholder returns and capital efficiency; outstanding options minimal .
- Governance safeguards: No significant perquisites; no supplemental executive retirement plans; no tax gross-ups except qualified relocations; double-trigger equity vesting upon CIC; clawbacks in place; anti-hedging/pledging .
Equity Ownership & Alignment (Detail)
| Item | Q4 2024 Snapshot |
|---|---|
| Shares owned (CEO) | 108,049 outstanding shares . |
| Not yet vested (CEO) | 18,796 RSUs/earned PRSUs not yet settled; 9,957 PRSUs awaiting 2025–2026 metrics; values at $704.44/share . |
| 2024 vesting realized | CEO acquired 20,462 shares upon vesting; realized value $12,359,677 . |
| Executive ownership guideline | 6x base salary; all NEOs compliant; 50% net shares retention until compliance . |
| Policy | Strict anti-hedging/anti-pledging; insider pre-clearance . |
Director Service Details
- Committee: Strategy Committee .
- Independence: Not independent (management director) .
- Board structure mitigates dual-role risk: separate Chair and Lead Independent Director with defined responsibilities .
Investment Implications
- Pay-for-performance alignment: AICP and PRSU metrics (Adjusted EBITDA, Economic Profit; Revenue, ROIC) closely tie incentive outcomes to growth, profitability and capital efficiency; 2024 payouts above target reflect record operating performance, supporting alignment .
- Retention risk mitigated: Competitive severance and CIC protections (2x salary+bonus; 2.99x on CIC; double-trigger equity vesting) and 2-year non-compete for CEO reinforce retention and continuity through cycles and strategic events; clawbacks and ownership guidelines temper risk .
- Trading signals (vesting dynamics): Significant annual PRSU and RSU vesting (e.g., January settlements and March time-based tranches) can create predictable supply; anti-hedging/pledging and net share retention requirements reduce opportunistic selling, moderating pressure .
- Governance quality: Separate Chair, Lead Independent Director, strong committee independence, and robust stockholder rights (proxy access; special meetings; written consent at 15%) lower dual-role and independence concerns associated with CEO-director status .
- Program risk controls: No options repricing, no special perqs, clawbacks and prohibitions on hedging/pledging mitigate downside governance risks; consistent strong say-on-pay support (94%) reduces compensation headline risk .
All values and statements above are sourced from URI’s 2025 DEF 14A (publication date March 26, 2025) and associated sections, as cited.