HERC HOLDINGS INC (HRI): CEO Aaron Birnbaum appointed

Events in this filing

Item 5.02 as filed

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On October 23, 2026, the Board of Directors (the “Board”) of Herc Holdings Inc. (the “Company”) appointed Lawrence H. Silber, the Company’s Chief Executive Officer since 2015, as Executive Chairman, effective as of January 1, 2027 (“Effective Date”). As part of a planned succession, the Board appointed Aaron Birnbaum, President of the Company, to succeed Mr. Silber as the Company’s Chief Executive Officer, effective as of the Effective Date. Additionally, Michael A. Kelly, who currently serves as a director and chair of the Nominating and Governance Committee of the Board, has been elected as Lead Director, effective as of the Effective Date.
Chief Executive Officer Appointment
Mr. Birnbaum, age 60, has served as the Company’s President since January 1, 2026 and, prior to that, served as the Company’s Chief Operating Officer from January 2020 to December 2025. He will continue to serve as President following the transition. The Board also appointed Mr. Birnbaum to serve as a director, effective as of the Effective Date.
In connection with Mr. Birnbaum’s appointment as Chief Executive Officer, the Company expects to enter into an employment letter with Mr. Birnbaum pursuant to which Mr. Birnbaum will receive an annual base salary of $975,000 and will be eligible for a target annual incentive cash bonus opportunity equal to 125% of his base salary. It is also expected that Mr. Birnbaum will receive a 2027 long-term equity incentive award with a grant date fair value of approximately $4,250,000, comprised of 50% performance stock units and 50% restricted stock units, in connection with his appointment.
There are no arrangements or understandings between Mr. Birnbaum and any other person pursuant to which Mr. Birnbaum was appointed Chief Executive Officer or as a member of the Board. Mr. Birnbaum does not have any family relationship with any director or other officer of the Company or any person nominated or chosen by the Company to become a director or officer. There are no transactions in which Mr. Birnbaum has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Executive Chairman Compensatory Arrangement
In connection with Mr. Silber’s appointment as Executive Chairman, the Company expects to enter into an employment letter with Mr. Silber pursuant to which Mr. Silber will receive an annual base salary of $600,000 and will be eligible for a target annual incentive cash bonus opportunity equal to 120% of his base salary. It is also expected that Mr. Silber will receive a 2027 long-term equity incentive award with a grant date fair value of $3,000,000, comprised of 50% performance stock units and 50% restricted stock units in connection with his appointment.
A copy of the press release announcing the above executive transition is attached hereto as Exhibit 99.1 and is incorporated herein by reference.