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.
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