M&A Strategy and Financial Overview slide image

M&A Strategy and Financial Overview

...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® | 22
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