United Rentals M&A and 4Q Results Presentation slide image

United Rentals M&A and 4Q Results Presentation

ESG Highlights: Corporate Governance Corporate Governance Highlights Board Independence Nine of 11 Directors are independent Lead Independent Director Required committees are fully independent Board Performance . Risk oversight • ESG oversight • Board of Directors Overview The strength of our Board is highlighted by our directors' collective skills and expertise, as illustrated by the following list of aggregate prioritized director competencies: Key Characteristic / Experience/Skill Set Public Company CEO 3 Number of Directors Possessing each Competency Other Board & Board Committee Practices Separate Chair and CEO Annual election of Directors No hedging or pledging of company shares Robust stock ownership guidelines Authority to retain outside advisors Director retirement age policy Diverse in gender, ethnicity, experience and perspectives CEO* 14% Time-Based RSUs • . Robust board evaluations Commitment to board refreshment and succession planning Management succession planning Shareholder Rights • • • • Proxy access Shareholder rights to call special meetings Shareholder right to act by written consent No poison pill No super-majority voting requirements Annual election of all Directors Majority voting for Director elections Executive Compensation Overview -13% Base Salary 17%- Time-Based RSUs 17% AICP Non-CEO NEO Average Metric: Annual Incentive Compensation Plan (AICP) Adjusted EBITDA 23% Weighting: 50% of AICP Base Salary Metric Focus: Profitability Metric: Economic Profit Improvement (EPI) Weighting: 50% of AICP Metric Focus: Returns 56% Performance- Based RSUs 87% Variable Pay 40% Performance- Based RSUE 77% Variable Pay * CEO chart above reflects full year of Mr. Flannery's compensation in effect as of December 31, 2019. -20% AICP Metric: Weighting: Metric Focus: Metric: Weighting: Metric Focus: Long-Term Incentive Plan (LTIP) Total Revenue 50% of LTIP Growth Return on Invested Capital (ROIC) 50% of LTIP Returns P&L Owner International Experience Financial Acumen & Capital Markets Experience Digital Sales & Marketing Product Development & Distribution Rental Industry Capital Intensive Industry 3 7 7 7 8 8 9 The strength of our Board is further illustrated by the diversity and other characteristics of our directors: Overall Diversity Ethnic Diversity 7 Gender Diversity Tenure ■Diverse⭑ Not Diverse Eth. Diverse Not Eth. Diverse Female Male 0-6 years 7-10 years >10 years * Diverse represents our female directors and ethnically diverse directors. Average Age 59 years Independence Independent Non-Independent Policies ensure alignment of interests between management and investors United Rentals® For additional details please see our 2020 Proxy Statement that can be found at www.ur.com. Updated information will be provided upon the release/filing of our 2021 Proxy Statement. United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902. 2021 United Rentals, Inc. All rights reserved. 31
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