Michael Kneeland

About Michael J. Kneeland

Michael J. Kneeland (age 71) is United Rentals’ Board Chair and a director since 2008; he became non‑executive Chair in May 2019 after serving as CEO (2008–2019) and President (2008–2018), with earlier service as interim CEO (2007–2008) . He spent over 35 years in the equipment rental industry, including senior roles at Equipment Supply Company and Free State Industries; his board biography highlights extensive strategic and operational acumen relevant to URI’s competitive environment .

Past Roles

External Roles

Board Governance

• Role and independence: Kneeland serves as non‑executive Board Chair; the Board classifies him as not independent due to long prior CEO tenure, despite meeting “bright‑line” independence under NYSE and company standards (>3 years post‑employment) .
• Committee assignments: As Board Chair, he is not a member of any standing committees (Audit, Compensation, N&CG, Strategy) .
• Lead Independent Director (LID): The Board maintains a LID structure; Gracia Martore will become LID effective May 8, 2025, replacing prior LID leadership; the Chair usually attends committee meetings though not a member .
• Executive sessions: Independent directors met in executive session four times in 2024; when the Chair is not independent, the LID presides per guidelines .
• Attendance: The Board met seven times in 2024; all then‑current directors attended 100% of Board and committee meetings except one director who attended 88% (director not named). In 2023, the Board met six times and all directors attended 100% .
• Director ownership policy: Non‑management directors must hold $600,000 in URI stock (amended October 2018; compliance required by October 2023). All non‑management directors were in compliance as of December 31, 2023; directors are also subject to anti‑hedging and anti‑pledging policies .

Fixed Compensation

• Non‑chair director pay context (for alignment benchmarking): non‑management directors (other than the Chair) received $120,000 cash retainer plus committee/leadership fees and an annual grant of fully‑vested RSUs ($175,059 grant‑date fair value in 2024; 254 RSUs at $689.21) .

Performance Compensation

Kneeland does not receive ongoing performance equity as Board Chair; however, legacy CEO awards continued to vest post‑retirement pursuant to established terms and a 2020 metric weighting modification.

Note: In 2020, total reported director compensation for Kneeland was $4,079,122, including $3,579,122 in stock awards reflecting legacy PRSUs and the modification impact; details per proxy footnotes .

Other Directorships & Interlocks

• Compensation Committee interlocks: URI discloses no compensation committee interlocks for 2024 and 2023 (Kneeland is not on that committee) .
• Related parties: URI discloses a formal related‑party transaction approval policy; no Kneeland‑specific related‑party transaction is identified in the cited proxy sections reviewed .

Expertise & Qualifications

• URI’s Board cites Kneeland’s deep industry experience (35+ years) and demonstrated strategic/operational acumen as key value drivers for board effectiveness .
• As Board Chair, duties include presiding over meetings, setting agendas, advising the CEO, and focusing on governance oversight alongside an established LID role to reinforce independence .

Equity Ownership

• Director ownership guidelines: $600,000 holding requirement; all non‑management directors in compliance as of Dec 31, 2023; anti‑hedging and anti‑pledging policies apply to directors .

Governance Assessment

• Independence and structure: Kneeland’s status as a non‑independent Chair is a governance sensitivity, but URI mitigates via a strong LID role, regular independent executive sessions, and full committee independence. The Board explicitly reaffirmed non‑independence given his long CEO tenure, signaling transparency about potential influence dynamics .
• Board engagement: Attendance metrics indicate strong engagement (100% aggregate in 2023; in 2024 all but one director at 88%), supporting board effectiveness; the Chair typically attends committee meetings as invited, reinforcing oversight continuity .
• Alignment: Chair compensation is all‑cash ($500k) without annual equity, which modestly reduces ongoing stock‑based alignment versus peers; however, Kneeland’s sizable continuing ownership (~107k shares) and URI’s director ownership/anti‑pledging policies help maintain alignment with shareholders .
• Legacy awards and 2020 modification: The PRSU metric weighting change in 2020 increased reported grant‑date fair value (incremental $657k at target), a potential red‑flag for pay discretion; mitigation includes clear disclosure and the legacy nature of awards tied to prior CEO service with final vesting completed by early 2022 .

RED FLAGS to monitor:
• Non‑independent Board Chair (mitigated by LID structure and independent committees) .
• 2020 PRSU metric modification (discretionary change increased fair value) .

Positive signals:
• Robust ownership (meets guidelines), anti‑pledging policy, and regular independent executive sessions .
• Consistent board attendance and established committee independence .

Notes on Related‑Party Exposure

• URI maintains a stringent related‑party policy aligned with Regulation S‑K; the 2024–2025 proxies describe review controls and thresholds. The independence discussion includes relationships for other directors (e.g., Aramark, Johnson Controls) but none relating to Kneeland were noted in the reviewed sections .