Pay vs Performance Disclosure, Table


Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(2)	Average Summary Compensation Table Total for Non-PEO NEOs(3)		Average Compensation Actually Paid to Non-PEO NEOs(2)		Value of Initial Fixed $100 Investment Based On:			Net Income ($M)(6)		Adj. EBITDA ($M)(7)
Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(2)			Average Compensation Actually Paid to Non-PEO NEOs(2)					Net Income ($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.

Company Selected Measure Name

adjusted EBITDA

Named Executive Officers, Footnote

(1)

The principal executive officer (PEO) in all five reporting years was Mr. Flannery, the Company’s CEO.

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.

Peer Group Issuers, Footnote

(5)

PEO Total Compensation Amount

$ 13,073,855

$ 11,002,256

$ 12,414,168

$ 12,716,100

$ 6,526,206

PEO Actually Paid Compensation Amount

14,760,221

19,637,296

18,142,201

23,414,061

10,792,904

Non-PEO NEO Average Total Compensation Amount

3,332,344

2,872,859

2,871,609

3,868,950

2,258,222

Non-PEO NEO Average Compensation Actually Paid Amount

$ 4,245,837

3,201,787

3,711,821

6,547,280

3,231,065

Adjustment to Non-PEO NEO Compensation Footnote

(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)

(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)

(6)

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

(7)

Compensation Actually Paid vs. Total Shareholder Return

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

Compensation Actually Paid vs. Net Income

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

Compensation Actually Paid vs. Company Selected Measure

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

Tabular List, Table

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

Total Shareholder Return Amount

$ 432

349

213

199

139

Peer Group Total Shareholder Return Amount

162

140

121

130

109

Net Income (Loss)

$ 2,575,000,000

$ 2,424,000,000

$ 2,105,000,000

$ 1,386,000,000

$ 890,000,000

Company Selected Measure Amount

7,160,000,000

6,857,000,000

5,618,000,000

4,414,000,000

3,932,000,000

PEO Name

Mr. Flannery

Measure:: 1

Non-GAAP Measure Description

Adjusted EBITDA

(7)

Measure:: 2

Total Revenue

Measure:: 3

Economic Profit

Measure:: 4

ROIC

Measure:: 5

PEO | Stock Awards from SCT [Member]

Stock Price Performance

PEO | Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end [Member]

$ (10,027,900)

$ (8,046,319)

$ (8,240,977)

$ (9,137,915)

$ (4,881,735)

PEO | Fair value as of the vesting date of awards granted in the covered fiscal year for which vesting conditions were satisfied during such year [Member]

8,239,123

8,298,024

7,354,351

7,467,442

7,377,155

PEO | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end [Member]

793,513

1,213,677

616,529

354,042

348,048

PEO | 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 [Member]

2,950,426

4,911,667

7,381,219

11,604,650

1,907,618

PEO | Forfeitures during current year equal to prior year-end fair value

(268,796)

2,257,991

(1,383,089)

409,742

(484,388)

Non-PEO NEO | Stock Awards from SCT [Member]

Non-PEO NEO | Fair value at year-end of awards granted during the covered fiscal year that are outstanding and unvested at year-end [Member]

(2,051,631)

(1,834,284)

(1,737,303)

(2,244,309)

(1,359,513)

Non-PEO NEO | Fair value as of the vesting date of awards granted in the covered fiscal year for which vesting conditions were satisfied during such year [Member]

2,077,576

1,421,947

1,802,967

2,062,303

2,126,898

Non-PEO NEO | Year-over-year change in fair value of awards granted in any prior fiscal year that are outstanding and unvested at year-end [Member]

244,678

345,609

198,115

113,778

139,297

Non-PEO NEO | 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 [Member]

620,778

740,024

813,577

2,560,584

264,928

Non-PEO NEO | Forfeitures during current year equal to prior year-end fair value

22,092

335,077

(237,144)

185,974

(198,767)