UNITED RENTALS, INC.
For the period ended Mar 26, 2025. Filed Mar 26, 2025.
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Mar 26, 2025 · Filed Mar 26, 2025
Contents
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation – Compensation Discussion and Analysis.”
Pay Versus Performance Table - Compensation Definitions
The table below presents the SEC-defined “Compensation Actually Paid,” or CAP, and provides a comparison of CAP to various financial measures used to gauge performance at the Company. Salary, Bonus, Non-Equity Incentive Plan Compensation, and All Other Compensation are each calculated in the same manner for purposes of both CAP and the Summary Compensation Table (SCT). The primary difference between the calculation of CAP and SCT total compensation is the treatment of “Stock Awards” as summarized below:
The SCT “Stock Awards” total includes the grant date fair value of stock awards granted during the year.
The CAP total includes the “Stock Awards” total calculated as the year-over-year change in the fair value of stock awards that are unvested as of the end of the year, or that vested or were forfeited during the year.
Pay Versus Performance Table
The following table sets forth information concerning the compensation of our NEOs for each of the five fiscal years in the period ended December 31, 2024, and our financial performance for each such fiscal year:
| Year · Summary Compensation Table Total for PEO(1) · Compensation Actually Paid to PEO(2) · Average Summary CompensationTable Total for Non-PEO NEOs(3) · AverageCompensationActually Paidto Non-PEO NEOs(2) · Value of Initial Fixed$100 InvestmentBased On: · Net Income($M)(6) · Adj. EBITDA($M)(7) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Total Shareholder Return(4) · Peer Group (5) | ||||||||
| 2024 | $13,073,855 | $14,760,221 | $3,332,344 | $4,245,837 | $432 | $162 | $2,575 | $7,160 |
| 2023 | $11,002,256 | $19,637,296 | $2,872,859 | $3,201,787 | $349 | $140 | $2,424 | $6,857 |
| 2022 | $12,414,168 | $18,142,201 | $2,871,609 | $3,711,821 | $213 | $121 | $2,105 | $5,618 |
| 2021 | $12,716,100 | $23,414,061 | $3,868,950 | $6,547,280 | $199 | $130 | $1,386 | $4,414 |
| 2020 | $6,526,206 | $10,792,904 | $2,258,222 | $3,231,065 | $139 | $109 | $890 | $3,932 |
(1)
The principal executive officer (PEO) in all five reporting years was Mr. Flannery, the Company’s CEO.
(2)
CAP was computed in accordance with Item 402(v) of Regulation S-K. The table provided below shows the amounts deducted from and added to the applicable SCT total compensation amount:
| PEO | Average Non-PEO NEO | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | |
| Total Compensation from SCT | $13,073,855 | $11,002,256 | $12,414,168 | $12,716,100 | $6,526,206 | $3,332,344 | $2,872,859 | $2,871,609 | $3,868,950 | $2,258,222 |
| Subtractions: | ||||||||||
| Stock Awards from SCT | ($10,027,900) | ($8,046,319) | ($8,240,977) | ($9,137,915) | ($4,881,735) | ($2,051,631) | ($1,834,284) | ($1,737,303) | ($2,244,309) | ($1,359,513) |
| Adjustments (addition (subtraction)): | ||||||||||
| Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end | $8,239,123 | $8,298,024 | $7,354,351 | $7,467,442 | $7,377,155 | $2,077,576 | $1,421,947 | $1,802,967 | $2,062,303 | $2,126,898 |
| Fair value as of the vesting date of awards granted in the covered fiscal year for which vesting conditions were satisfied during such year | $793,513 | $1,213,677 | $616,529 | $354,042 | $348,048 | $244,678 | $345,609 | $198,115 | $113,778 | $139,297 |
| Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end or were forfeited during the year | $2,950,426 | $4,911,667 | $7,381,219 | $11,604,650 | $1,907,618 | $620,778 | $740,024 | $813,577 | $2,560,584 | $264,928 |
| Change as of the vesting date (from the end of the prior fiscal year) in fair value of awards granted in any prior fiscal year for which vesting conditions were satisfied during such year | ($268,796) | $2,257,991 | ($1,383,089) | $409,742 | ($484,388) | $22,092 | $335,077 | ($237,144) | $185,974 | ($198,767) |
| Forfeitures during current year equal to prior year-end fair value | $0 | $0 | $0 | $0 | $0 | $0 | ($679,445) | $0 | $0 | $0 |
| Compensation Actually Paid | $14,760,221 | $19,637,296 | $18,142,201 | $23,414,061 | $10,792,904 | $4,245,837 | $3,201,787 | $3,711,821 | $6,547,280 | $3,231,065 |
(3)
The Non-PEO NEOs in 2024 were Mr. Grace, Mr. Pintoff, Mr. Durand and Ms. Gross. The Non-PEO NEOs in 2023 were Mr. Grace, Dale Asplund, Mr. Pintoff, Mr. Durand and Ms. Gross. The Non-PEO NEOs in 2022 were Mr. Grace, Mr. Asplund, Mr. Pintoff, Andrew Limoges, Jessica Graziano and Jeffrey Fenton. The Non-PEO NEOs in 2021 were Mr. Asplund, Mr. Pintoff, Ms. Graziano and Mr. Fenton. The Non-PEO NEOs in 2020 were Mr. Asplund, Mr. Pintoff, Ms. Graziano, Mr. Fenton and Paul McDonnell.
(4)
The amounts above represent the value at year-end, for each noted year, of an initial fixed investment of $100 made on December 31, 2019.
(5)
Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: S&P 500 Industrials. The amounts above represent the value at year-end, for each noted year, of an initial fixed investment of $100 made on December 31, 2019.
(6)
The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.
(7)
Adjusted EBITDA represents EBITDA (the sum of net income, provision for income taxes, interest expense, net, depreciation of rental equipment, and non-rental depreciation and amortization) plus the sum of the merger related costs, restructuring charges, stock compensation expense, net, and the impact of the fair value mark-up of acquired fleet. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that adjusted EBITDA is the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link Company performance to compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year. Adjusted EBITDA is a non-GAAP financial measure, as defined in the Company’s audited financial statements for the applicable year. Please refer to the Company’s audited financial statements for the applicable year for the reconciliations to GAAP and for the reasons why management believes adjusted EBITDA provides useful information to investors about the Company's operating performance and liquidity.
Financial Performance Measures
As described in greater detail in “Executive Compensation – Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both our long-term and short-term incentive awards are selected to incentive our NEOs to increase the value of our enterprise for our shareholders. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs to the Company’s performance, for the most recently completed fiscal year, were as follows:
Adjusted EBITDA
Total Revenue
Economic Profit
ROIC
Stock Price Performance
Relationship Between CAP and Cumulative TSR
The graph below reflects the relationship between the CAP, for the PEO and Average Non-PEO NEOs, and the Company’s cumulative Total Shareholder Return (“TSR”), assuming an initial fixed investment of $100 on December 31, 2019, for each of the five fiscal years in the period ended December 31, 2024.
Compensation Actually Paid & Cumulative TSR
Relationship Between CAP and Adjusted EBITDA
The graph below reflects the relationship between the CAP, for the PEO and Average Non-PEO NEOs, and the Company’s adjusted EBITDA for each of the five fiscal years in the period ended December 31, 2024:
Compensation Actually Paid & Adjusted EBITDA
Relationship Between CAP and Net Income
The graph below reflects the relationship between the CAP, for the PEO and Average Non-PEO NEOs, and the Company’s net income for each of the five fiscal years in the period ended December 31, 2024:
Compensation Actually Paid & Net Income
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.