Investor Presentaiton
ESG Highlights: Corporate Governance
Board Independence
Corporate Governance Highlights
9 of 11 Directors are independent
Lead Independent Director
Required committees are fully independent
Other Board Highlights
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
Director overboarding policy
Diverse in gender, ethnicity, experience
Board Performance
•
Risk oversight
•
•
.
Robust Board evaluations
Commitment to Board refreshment
Focus on management succession
planning
Shareholder Rights
Shareholder right to call special meetings
Shareholder right to act by written consent
•
Proxy access
•
•
No poison pill
.
•
•
Simple majority voting requirements
Annual election of all Directors
Majority voting for Director elections
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
P&L Owner
Financial Acumen & Capital Market Experience
Digital
Sales & Marketing
Product Development & Distribution
Rental Industry
Capital Intensive Industry
International Experience
No. of Directors Possessing each Competency
3
4
9
6
E
4
7
9
9
7
and perspectives
Each committee is chaired by a woman or
ethnically diverse director
Executive Compensation Overview
CEO
14%
12%
Base Salary
Time-Based RSUs
17%
Time-Based RSUs
Non-CEO NEO
Average
-23%
Metric:
Weighting:
Metric Focus
Metric:
2022 Annual Incentive Compensation Plan (AICP)
Adjusted EBITDA
50% of AICP
Profitability
Economic Profit Improvement (EPI)
50% of AICP
The strength of our Board is further illustrated by the diversity and other characteristics of our directors:
Overall
Diversity
Ethnic
Diversity
Gender
Diversity
Tenure
Independence
Average
Age
2
5
3
3
4
7
8
8
60
years
6
9
58%
Performance-
Based RSUs
88%
Variable Pay
16%
ACIP
40%
Performance-
Based RSUs
77%
Variable Pay
Base Salary
20%
ACIP
Weighting
Metric Focus:
Discretionary Adjustment of
90-110% of Funding Based
on Performance Against
Predetermined ESG Factors:
Metric:
Weighting:
Returns
- Environment (GHG emissions intensity
reduction)
-Social (employee safety, diversity, retention
and engagement)
- Customer Sustainability (experience and
digital adoption)
- Individual Key Objectives (tied to area of
responsibility and to include customer,
digital and governance goals as appropriate)
Long Term Incentive Plan (LTIP)
Total Revenue
50% of LTIP
Metric Focus:
Metric:
Weighting:
Growth
Metric Focus:
Return on invested Capital |ROIC)
50% of LTIP
Returns
■Diverse*
Not Diverse
Eth. Diverse
Not Eth. Diverse
■Female
Male
*Diverse means women, black, indigenous and/or people of color.
0-6 years
7-10 years
■> 10 years
■Independent
Non-Independent
Policies ensure alignment of interests between management and investors
United Rentals®
For additional details, see our 2022 Proxy Statement that can be found at www.ur.com. Information above reflects current Board members as of October 7, 2022.
United Rentals, Inc., 100 First Stamford Place, Stamford, CT 06902.2022 United Rentals, Inc. All rights reserved.
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