United Rentals Earnings Reconciliation and Strategic Vision
...and corporate governance
Corporate Governance Highlights
Board Independence
9 of 11 Directors are independent
Lead Independent Director
Required committees are fully independent
Other Board Highlights
Separate Chair and CEO
No hedging or pledging of company shares
Robust stock ownership guidelines
Authority to retain outside advisors
Director overboarding policy
Director retirement age policy
Diverse in gender, ethnicity, experience
and perspectives
Board Performance
•
•
•
•
Risk oversight
Robust Board evaluations
Commitment to Board refreshment
Focus on management succession
planning
Shareholder Rights
•
•
Proxy access
Shareholder right to call special meetings
Shareholder right to act by written consent
No poison pill
Simple majority voting requirements
Annual election of all Directors
Majority voting for Director elections
Executive Compensation Overview
As shown below, the significant majority of NEO pay was
variable for 2022:
CEO
14%
12%
Time-Based RSUs
56%-
Performance-
Based RSUs
88%
Variable Pay
Base Salary
18%
AICP
Non-CEO NEO Average
(excludes those not employed at 12/31/2022)
16%
Time-Based RSUS
-26%
O
37%-
Performance-
Based RSUs
74%
Variable Pay
Base Salary
-21%
Note: charts above do not include any one-time grants or
awards outside of annual target total direct compensation
AICP
Metric:
Weighting:
Metric Focus:
Metric:
Weighting:
Metric Focus:
2023 Annual Incentive Compensation Plan (AICP)
Strategic/ESG Factors
Discretionary Adjustment of
90-110% of Funding Based
on Performance Against
Predetermined ESG Factors:
Metric:
Weighting
Metric Focus:
Metric:
Adjusted EBITDA
50% of AICP
Profitability
Economic Profit Improvement (EPI)
50% of AICP
Returns
- GHG emissions intensity reduction
employee safety, diversity, retention and
experience
- customer experience and digital adoption
individual key objectives, tied to area of
responsibility
Long Term Incentive Plan (LTIP)
Total Revenue
50% of LTIP
Growth
Metric Focus:
Return on Invested Capital (ROIC)
50% of LTIP
Returns
Weighting:
Board of Directors Overview
The strength of our Board is highlighted by our directors' skills and expertise, as illustrated by the
following matrix presenting the prioritized Board competencies:
Skills and Experience
Public Company
CEO
P&L Owner
Financial Acumen &
Capital Market
Experience
Digital
Sales & Marketing
Product
Development &
Distribution
Rental Industry
Capital Intensive
Industry
International
Experience
Alvarez
Bruno
De Shon
Flannery
"
"
.
"
•
•
.
.
•
Griffin
Jones
Kelly
Kneeland
Lopez-Balboa
"
.
.
•
.
Martore
Singh
Total
.
•
.
•
.
.
4
9
6
3
7
9
4
9
7
The strength of our Board is further illustrated by the diversity and other characteristics of our directors:
Tenure
Racial/Ethnic Diversity
45%
Age
Gender
6 years
61 years
27%
average tenure of
directors
average age of directors
of directors self-identify as
women
of directors self-identify as
racially/ethnically diverse
Note: racially/ethnically diverse means Hispanic, Black or African American, Native Hawaiian or Pacific Islander, Asian, Native
American or Alaska Native, or Two or More Races.
Policies ensure alignment of interests between management and investors
For additional details, including definitions for each prioritized Board competency and individual director demographic information, see our 2023 Proxy Statement that can be found at www.ur.com.
United Rentals®
Work United®
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