HERC HOLDINGS INC, DEF 14A filed on 3/27/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name HERC HOLDINGS INC.
Entity Central Index Key 0001364479
v3.26.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2025
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Below is the tabular disclosure for our CEO and the average of our NEOs other than the CEO for each year presented.
Year
Summary Compensation Table Total for CEO(1) ($)
Compensation Actually Paid to CEO(2) ($)
Average Summary Compensation Table Total for Non-CEO NEOs ($)
Average Compensation Actually Paid to Non-CEO NEOs(3) ($)
Value of Initial Fixed $100 Investment Based on:
GAAP Net Income ($ in millions)
REBITDA(5) ($ in millions)
TSR ($)
Peer Group TSR(4) ($)
20258,289,126 6,813,016 2,479,708 2,182,904 241.37 216.96 1 1,679 
20246,921,392 7,704,669 1,928,059 2,082,473 409.92 274.69 211 1,483 
20236,117,875 7,991,958 1,725,898 2,118,720 316.95 241.73 347 1,345 
20226,321,515 2,178,124 1,973,604 763,246 274.39 176.87 330 1,176 
20215,630,292 30,180,615 1,849,928 7,648,347 320.76 214.43 224 866 
        
Company Selected Measure Name REBITDA        
Named Executive Officers, Footnote The dollar amounts reported are the amounts of total compensation reported for our CEO, Mr. Silber, in the SCT. Mr. Silber served as CEO for each of the years presented.        
PEO Total Compensation Amount $ 8,289,126 $ 6,921,392 $ 6,117,875 $ 6,321,515 $ 5,630,292
PEO Actually Paid Compensation Amount $ 6,813,016 7,704,669 7,991,958 2,178,124 30,180,615
Adjustment To PEO Compensation, Footnote CAP to the CEO is based on SCT total compensation, adjusted as set forth in the table below, as determined in accordance with SEC rules.
20252024202320222021
SCT Total Compensation$8,289,126 $6,921,392 $6,117,875 $6,321,515 $5,630,292 
Less: Stock Award Values Reported in SCT for the Year(5,500,037)(4,200,005)(3,600,207)(3,100,190)(2,600,058)
Plus: Fair Value for Stock Awards Granted in the Covered Year4,215,655 4,550,023 3,830,960 3,665,251 10,860,919 
Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years(560,972)(166,923)(1,128,396)(5,149,320)14,553,120 
Change in Fair Value of Stock Awards from Prior Years that Vested in the Year369,244 600,182 2,771,726 440,868 1,736,342 
Compensation Actually Paid$6,813,016 $7,704,669 $7,991,958 $2,178,124 $30,180,615 
        
Non-PEO NEO Average Total Compensation Amount $ 2,479,708 1,928,059 1,725,898 1,973,604 1,849,928
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,182,904 2,082,473 2,118,720 763,246 7,648,347
Adjustment to Non-PEO NEO Compensation Footnote Average CAP to the non-CEO NEOs is based on SCT total compensation, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend equivalents, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. Mr. Birnbaum, Mr. Peres and Mr. Cunningham are included in the average figures shown for each of the years presented. In 2023, Mark H. Irion and Mr. Humphrey served in the role of CFO. As a result, Mr. Irion is included in the average figures for 2021 through 2023 and Mr. Humphrey is included in the average figures for 2023 through 2025.
20252024202320222021
SCT Total Compensation$2,479,708 $1,928,059 $1,725,898 $1,973,604 $1,849,928 
Less: Stock Award Values Reported in SCT for the Year(1,337,593)(862,693)(906,244)(675,267)(575,060)
Plus: Fair Value for Stock Awards Granted in the Covered Year1,113,236 934,587 822,518 798,319 2,402,092 
Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years(136,555)(19,173)(154,623)(1,423,222)3,495,085 
Change in Fair Value of Stock Awards from Prior Years that Vested in the Year71,408 104,168 636,531 89,812 476,302 
Less: Change in Pension Value and Nonqualified Deferred Compensation earnings(7,300)(2,475)(5,360)— — 
Compensation Actually Paid$2,182,904 $2,082,473 $2,118,720 $763,246 $7,648,347 
        
Compensation Actually Paid vs. Total Shareholder Return 17657        
Compensation Actually Paid vs. Net Income 17658        
Compensation Actually Paid vs. Company Selected Measure 17658        
Total Shareholder Return Vs Peer Group 17657        
Tabular List, Table
Financial Performance Measures
REBITDA
REBITDA Margin
Return on Invested Capital ("ROIC")
        
Total Shareholder Return Amount $ 241.37 409.92 316.95 274.39 320.76
Peer Group Total Shareholder Return Amount 216.96 274.69 241.73 176.87 214.43
Net Income (Loss) $ 1,000,000 $ 211,000,000 $ 347,000,000 $ 330,000,000 $ 224,000,000
Company Selected Measure Amount 1,679,000,000 1,483,000,000 1,345,000,000 1,176,000,000 866,000,000
PEO Name Mr. Silber Mr. Silber Mr. Silber Mr. Silber Mr. Silber
Additional 402(v) Disclosure
We provide below the "pay versus performance" disclosure as required pursuant to Item 402(v) of Regulation S-K promulgated under the Exchange Act. We have included:
•A list of the most important measures that our Compensation Committee used in 2025 to link a measure of pay, calculated in accordance with Item 402(v) (referred to as "compensation actually paid," or "CAP"), to Company performance;
•A table that compares the total compensation of our NEOs as presented in the Summary Compensation Table ("SCT") to CAP and that compares CAP to specified performance measures; and
•Graphs that describe:
◦the relationship between our total shareholder return ("TSR") and the TSR of our Peer Group as defined in "Compensation Discussion and Analysis"; and
◦the relationships between CAP and our cumulative TSR, GAAP Net Income and REBITDA, our Company selected measure.
The disclosure does not necessarily reflect value actually realized by the NEOs or how our Compensation Committee evaluates compensation decisions in light of Company or individual performance. In particular, our Compensation Committee has not used CAP as a basis for making compensation decisions, nor does it use GAAP Net Income, TSR, or Peer Group TSR for purposes of determining incentive compensation. Refer to our "Compensation Discussion and Analysis" for a discussion of our executive compensation program objectives and the ways in which we align executive compensation pay with performance.
Performance Measures Used for Linking Pay and Performance
The following is a list of performance measures, which in our assessment represent the most important performance measures we used to link compensation actually paid to the NEOs for 2025. Each metric below is used for purposes of determining payouts under either our EICP or vesting of our PSUs. The role of each of these performance measures on our NEOs’ compensation is discussed in "Compensations Discussion and Analysis" in this proxy statement.
Represents the cumulative TSR of our peer group, as defined in the "Compensation Discussion and Analysis," for an initial investment of $100 on December 31, 2020 through and including the end of the fiscal year for each row in the table. n the tables above, the unvested equity values are computed in accordance with the methodology used for financial reporting purposes, and for unvested awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. Categories with no values are excluded from the reconciliation table above, which include: Vesting Date Fair Value of Equity Awards Granted During the Year that Vested During the Year, Value of Dividends or Other Earnings on Stock or Option Awards, and Pension Service Cost. 		       
Measure:: 1          
Pay vs Performance Disclosure          
Name REBITDA        
Non-GAAP Measure Description Our REBITDA, which is the Company-Selected Measure, as calculated for purposes of our EICP. REBITDA is a non-GAAP financial measure and is defined in the appendix beginning on page A-1.        
Measure:: 3          
Pay vs Performance Disclosure          
Name REBITDA Margin        
Measure:: 4          
Pay vs Performance Disclosure          
Name Return on Invested Capital ("ROIC")        
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (5,500,037) $ (4,200,005) $ (3,600,207) $ (3,100,190) $ (2,600,058)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,215,655 4,550,023 3,830,960 3,665,251 10,860,919
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (560,972) (166,923) (1,128,396) (5,149,320) 14,553,120
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 369,244 600,182 2,771,726 440,868 1,736,342
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (7,300) (2,475) (5,360) 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (1,337,593) (862,693) (906,244) (675,267) (575,060)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,113,236 934,587 822,518 798,319 2,402,092
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (136,555) (19,173) (154,623) (1,423,222) 3,495,085
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 71,408 $ 104,168 $ 636,531 $ 89,812 $ 476,302
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true