DEF 14A of Herc Holdings Inc, Mar 29, 2024

DEF 14A of Herc Holdings Inc

Filed Mar 29, 2024 · FY20230001364479-24-000015

Open on EDGAR

  1. Nominees for Election to the Board

    Nominees for Election to the Board The Board has nominated each director nominee listed below for election for a one-year term beginning at the 2024 annual meeting of stockholders to be held on May 16, 2024 (the “Annual Meeting”) and expiring at the end of the 2025 annual meeting of stockholders and the election of their successors. Each director nominee is expected to be available for election as a director, but in the event that one or more of the nominees is not available for election due to unforeseen circumstances, the proxy will be voted for the Board’s substitute nominee or nominees.

  2. Director Election Standards

    Director Election Standards We maintain a “majority” voting standard for uncontested elections of directors. For a nominee to be elected to our Board, the nominee must receive more “for” than “against” votes. The Board recommends a vote FOR the following nominees for election as directors:

  3. Director Election Standards

    | Patrick D. Campbell, Non-Executive Chairman of the Board | | | | Director Since: 2016 Age: 71 Committees: Nominating and Governance Committee (Chair) and Compensation Committee | | Business Experience | •Retired Senior Vice President and Chief Financial Officer of 3M Company, a diversified global technology company, from 2002 to 2011. •Former Vice President of International and Europe of General Motors Corporation, a vehicle manufacturing company, as well as various finance functions during his 25-year tenure. | | Other Public Company Directorships | Newell Brands Inc.; Stanley Black and Decker, Inc. | | Former Public Company Directorships | SPX Corporation; SPX Flow, Inc.; Solera Holdings Inc. | | Qualifications | Mr. Campbell’s experience as former senior vice president and chief financial officer of 3M, the former Non-Executive Chairperson of the Board of Newell Brands Inc. and the former Lead Director of Stanley Black and Decker, Inc. brings substantial expertise to our Board. His extensive experience as a leader of boards of directors and his knowledge of financial and accounting matters, company capitalization structures and the capital markets gained through his tenure and leadership in different industries provides him with insight into a variety of issues relevant to our growth as a company. In addition, he was responsible for mergers and acquisitions as well as information technology in his role at 3M and offers significant expertise in each of those areas. Further, his combination of domestic and international roles in complex global businesses provides him with an understanding of diverse political and regulatory systems. |

  4. Director Election Standards

    | Lawrence H. Silber | | | | Director Since: 2016 Age: 67 Committees: None | | Business Experience | •President and Chief Executive Officer of Herc Holdings, since 2016. •Executive Advisor at Court Square Capital Partners, LLP, a private equity firm, from 2014 to 2015. •Chief Operating Officer of Hayward Industries, one of the world’s largest swimming pool equipment manufacturers, from 2008 to 2012. •Ingersoll Rand plc, a manufacturer of industrial products and components, from 1978 to 2008. | | Other Public Company Directorships | Hayward Holdings, Inc. | | Former Public Company Directorships | SMTC Corporation | | Qualifications | Mr. Silber has extensive expertise and a deep knowledge of our business including its operations, business development matters and financial performance. His leadership has kept us well poised to continue our strategy of being the supplier, employer and investment choice in our industry. | | James H. Browning | | | | Director Since: 2016 Age: 74 Committees: Audit Committee (Chair) | | Business Experience | KPMG LLP, an audit, tax and advisory services firm, from 1971 to 2009, including serving as Partner from 1980 to 2009, and Southwest Area Professional Practice Partner, SEC Reviewing Partner, and Partner in Charge of KPMG’s New Orleans audit practice. | | Other Public Company Directorships | Texas Capital Bancshares | | Former Public Company Directorships | RigNet, Inc. | | Qualifications | Mr. Browning’s extensive financial knowledge and experience brings significant expertise to our Board. His public accounting experience with various industries during his long tenure with KPMG provides him with extensive knowledge and experience in addressing financial and accounting matters. In addition, his experience as former chairman of the board of RigNet, Inc., together with his roles on other public company boards, including audit committees, provides him with a broad understanding of the responsibilities of public company boards and audit committees. |

  5. Director Election Standards

    | Shari L. Burgess | | | | Director of the Company Since: 2020 Age: 65 Committees: Audit Committee | | Business Experience | Retired Vice President and Treasurer, Lear Corporation, a global automotive supplier of seating, electrical distribution and connections systems and electronic systems, from 2002 to 2021 and served in various financial roles at Lear beginning in 1992. | | Other Public Company Directorships | None | | Former Public Company Directorships | None | | Qualifications | Ms. Burgess’ experience as the vice president and treasurer at Lear Corporation brings significant executive and management experience to our Board. Her deep understanding of corporate finance, corporate structure, long-term strategy objectives and transactions provides her with insight into a variety of complex issues applicable to our growth as a company. Her experience as Lear Corporation’s chief diversity officer from 2014 to 2018 and involvement in the promotion of diversity programs in the State of Michigan brings another dimension to our Board and will be beneficial to our development as a company in the areas of diversity and corporate citizenship. | | Lorin Crenshaw | | | | Director of the Company Since: Director Nominee Age: 48 Committees: None | | Business Experience | •Chief Financial Officer, Compass Minerals International, Inc., a leading global provider of essential minerals, including deicing salt and specialty fertilizers, from 2021 to present. •Former Chief Financial Officer of Orion Engineered Carbons, S.A., a leading global supplier of carbon black, from 2019 to 2021. •Former Vice President, Chief Financial Officer, Lithium division of Albemarle Corporation, a leading global provider of lithium and specialty chemicals, from 2016 to 2019. | | Other Public Company Directorships | None | | Former Public Company Directorships | None | | Qualifications | Mr. Crenshaw’s experience acquired through positions held as the Chief Financial Officer of Compass Minerals International, Inc., Orion Engineered Carbons, S.A., and Albemarle Corporation’s Lithium division brings substantial financial expertise, broad knowledge of financial controls and systems, risk management, and strategic planning to our Board. In addition, his experience acquired through positions as an equity and debt investor, respectively, at Citigroup Asset Management and PGIM Private Capital (f/k/a Prudential Capital Group), brings significant investment and capital structure acumen to our Board. Collectively, his experiences provide him with insight into a wide range of issues relevant to our growth as a Company. |

  6. Director Election Standards

    | Jean K. Holley | | | | Director of the Company Since: 2017 Age: 64 Committees: Compensation Committee and Nominating and Governance Committee | | Business Experience | •Retired Global Senior Vice President and Chief Information Officer for Brambles Limited, the global leader in supply chain and logistics, from 2011 to 2017. •Former Executive Vice President and Chief Information Officer for Tellabs, Inc., a company that designs, develops, deploys and supports telecommunications around the world, from 2004 to 2011. | | Other Public Company Directorships | Accord Financial Corp. | | Former Public Company Directorships | OneSpan, Inc. | | Qualifications | Ms. Holley’s experience as a former chief information officer and a senior leader of a global company brings significant expertise to our Board of Directors. Her knowledge and understanding of information technology, digital transformation, digital security and critical cybersecurity infrastructure, strategy and operations benefits our Board as we develop and execute our long-term growth strategies. Ms. Holley’s experience as a leader in information technology provides her with extensive knowledge with respect to information technology systems, digital transformations, cybersecurity and systems migrations. Ms. Holley is the recipient of the Presidential Humanitarian Leadership Award for her leadership of a presidential COVID data analytics and modeling task force and received the Georgia CIO ORBIE Lifetime Achievement Award in recognition of her leadership in developing strategic plans and executing digital transformations. | | Michael A. Kelly | | | | Director of the Company Since: 2016 Age: 67 Committees: Compensation Committee (Chair) and Nominating and Governance Committee | | Business Experience | Retired Executive Vice President, Electronics and Energy Business of 3M Company, a diversified global technology company, from 2012 to 2016; he also served as Executive Vice President of the Display and Graphic Business from 2006 to 2012, and in various management positions in the U.S., Singapore, Korea and Germany. | | Other Public Company Directorships | Mettler-Toledo International, Inc. | | Former Public Company Directorships | None | | Qualifications | Mr. Kelly’s experience as a former executive vice president at 3M’s Electronic and Energy Business, with global responsibility for all operational and strategic elements of a $6 billion business, brings substantial expertise to our Board of Directors. His knowledge and experience with respect to strategic planning, restructuring and general operational matters provides him with insight into various issues of importance to our future growth as a company. In addition, his service on the board of another public company provides him with a broad understanding of the responsibilities of public company boards. |

  7. Director Election Standards

    | Rakesh Sachdev | | | | Director of the Company Since: 2021 Age: 68 Committees: Audit Committee | | Business Experience | •Former Interim CEO, Axalta Coating Systems Ltd., a global coatings manufacturing company, from August 2022 to December 31, 2022. •Retired Chief Executive Officer of Platform Specialty Products Corporation, a global specialty chemicals company, from 2016 to 2019. •Former President, Chief Executive Officer of Sigma Aldrich Corporation, an S&P 500 global life science and biotechnology company, from 2010 to 2015. •Senior Advisor to New Mountain Capital, a private equity company, since 2019. | | Other Public Company Directorships | Regal Rexnord Corporation; Axalta Coating Systems Ltd.; Edgewell Personal Care Company | | Former Public Company Directorships | Avantor Inc.; Element Solutions Inc.; Sigma Aldrich Corporation | | Qualifications | Mr. Sachdev’s experience as former chief executive officer of Platform Specialty and Sigma Aldrich and the former interim chief executive officer and current Non-Executive Chair of the Board of Axalta Coating Systems brings substantial expertise to our Board. His extensive knowledge of financial and accounting matters, company capitalization structures and the capital markets gained through his tenure in different industries provides him with insight into a variety of issues relevant to our growth as a company. In addition, his role as former board member and chairman of the Federal Reserve Bank of St. Louis provides him with a deep understanding of banking and federal regulatory systems. Further, his combination of domestic and international roles in complex global businesses provides him with an understanding of diverse political and regulatory systems. |

  8. Director Election Standards

    | CORPORATE GOVERNANCE |

  9. Executive Summary

    Executive Summary We continued to deliver strong financial and operational results in 2023. Through our focus on outstanding operational execution and execution of our strategic initiatives, we were able to deliver a record year for our stockholders. We have executed on our strategic initiatives to continue our growth in both rental revenue and in adjusted EBITDA. We continue to make investments into the business, while allocating capital consistent with our plan which also includes strategic acquisitions, increasing our dividend in line with business performance and repurchasing shares opportunistically. In establishing the 2023 executive compensation plan, the Compensation Committee adopted goals to focus and incentivize management to deliver growth and create stockholder value consistent with our strategic plan. In 2023, we delivered strong adjusted EBITDA, equipment rental revenue growth and return on revenue earning equipment, although we faced headwinds in our studio entertainment business that was essentially halted during the year due to labor strikes in the industry. Based on this performance, the Compensation Committee certified achievement of 69.6% financial performance score and a total Executive Incentive Compensation Plan (“EICP”) payout of 89.6% of target. In 2021, the Compensation Committee granted PSUs for the 2021 to 2023 performance period (the “2021 PSUs”). Due to our strong performance over the three-year performance period, the Compensation Committee certified actual performance of 185.3% for the 2021 PSUs.

  10. Executive Compensation Practices

    Executive Compensation Practices The Compensation Committee has developed our compensation philosophy and our executive compensation program to closely align with our business purpose, including our commitment to stockholder value creation, which is articulated in our Vision, Mission and Values: We believe our compensation structure for executives demonstrates our strong commitment to linking compensation to Company performance, strategy and business purpose. The Compensation Committee reviews on an ongoing basis our executive compensation program to evaluate whether it supports our executive compensation philosophy and objectives and is aligned with our business purpose, including the creation of stockholder value. In 2023, stockholders overwhelmingly approved our advisory executive compensation proposal with approximately 92% of the votes cast in favor. In light of stockholders’ support, our 2023 executive compensation program remained largely unchanged from 2022. The Compensation Committee believes that as we continue to advance our long-term strategy, it is important to have compensation programs aligned with our strategy that can be clearly understood and fully transparent to the participants and stockholders. We believe our executive compensation program continues to align well with market practices within our compensation peer group and provides a strong link between performance achieved and compensation delivered. As illustrated in the charts below, the mix of total target compensation granted in 2023 to our NEOs was heavily weighted towards performance-based and long-term incentive compensation, with long-term incentive awards making up 50.5% of total target compensation for our NEOs in aggregate. Our executive compensation practices include the following, each of which the Compensation Committee believes reinforces our executive compensation objectives:

  11. Executive Compensation Practices

    | Our Executive Compensation Practices | | | ✓ | Significant percentage of target total compensation is performance based | | ✓ | Long-term objectives designed to be aligned with the creation of stockholder value | | ✓ | Market comparison of executive compensation against an industry and size appropriate peer group | | ✓ | Use of an independent compensation consultant reporting directly to the Compensation Committee | | ✓ | Double-trigger vesting for equity awards in the event of a change in control | | ✓ | Stock ownership guidelines | | ✓ | Clawback policy | | ✓ | Annual say-on-pay vote | | ✗ | We do not have tax gross-ups | | ✗ | We do not have excessive severance benefits | | ✗ | We do not pay dividends on unearned or unvested awards | | ✗ | We do not grant equity awards to take advantage of information that may enhance their value to recipients | | ✗ | We do not allow repricing of underwater stock options without stockholder approval | | ✗ | We do not allow hedging, short sales or pledging of our securities |

  12. Role of the Compensation Consultant

    Role of the Compensation Consultant In 2023, FW Cook provided executive compensation consulting services. The compensation consultants are retained by and report directly to the Compensation Committee. FW Cook does not perform any services for management outside of services needed in connection with advising the Compensation Committee. The Compensation Committee assessed FW Cook's independence and concluded that the compensation consultant's work for the Compensation Committee does not raise any conflict of interest.

  13. Competitive Market Review

    Competitive Market Review A key objective of our executive compensation program is to provide competitive and market-based compensation to attract and retain executive officers. For 2023, the Compensation Committee considered market pay practices when setting executive compensation to assess the overall competitiveness and reasonableness of our executive compensation program. The Committee, however, did not target the specific compensation elements or total compensation against the market data. The Compensation Committee believes that compensation decisions are complex and require a deliberate review of a number of factors, including Company and individual performance, the executive’s experience, including number of years in the role, the scope of the role, criticality of the role to the Company, internal equity, peer compensation levels and compensation received from prior employers. The Compensation Committee believes that our peer group should reflect the markets in which we compete for business and executive talent. Accordingly, our peer group includes equipment rental and leasing companies and distributors whose primary market is North America and whose revenue ranges from approximately $891 million to $13.9 billion. The median revenue, market capitalization and total assets of this peer group was $2.8 billion, $4.3 billion and $6.1 billion, respectively. For 2023, the Compensation Committee, in consultation with FW Cook, revised the peer group to remove six companies and add seven companies in order to reflect changing market conditions and our growth and to place us near the median in revenue and market capitalization. The peer group used for evaluating 2023 compensation decisions consisted of the companies below.

  14. Competitive Market Review

    | Air Lease Corporation | H&E Equipment Services | Trinity Industries, Inc. | | Ashtead Group plc | McGrath Rentcorp | Triton International Ltd. | | Custom Truck One Source Inc. | Pool Corp. | United Rentals, Inc. | | Fastenal Company | Ritchie Bros Auctioneers Inc. | WillScot Mobile Mini Holdings Corp. | | Federal Signal Corporation | Rush Enterprises, Inc. | Xylem Inc. | | GATX Corp. | Terex Corporation | |

  15. Principal Elements of the 2023 Executive Compensation Program

    | Element | Type | How and Why We Pay It | | Salary | Fixed Cash | •Paid throughout the year to attract and retain senior executives •Sets the baseline for bonus and certain retirement programs | | Annual Cash Bonus | Performance-Based Cash | •Paid annually in cash to reward achievement of goals •Designed to align senior executives’ interests with our stockholders’ interests, reinforce key strategic initiatives and encourage superior individual performance | | Long-Term Equity | PSUs RSUs | •Granted annually •Designed to align senior executives’ interests with stockholders’ interests and drive key performance goals |

  16. Annual Cash Compensation

    (1) Mr. Humphrey was promoted to Senior Vice President and Chief Financial Officer on March 10, 2023. 2023 Annual Cash Incentive Award Program Our annual cash incentive award program is designed to motivate and reward executive officers for achieving short-term performance objectives. The EICP provides participants, including the NEOs, with annual cash incentive award opportunities for the achievement of pre-established performance goals that were designed by the Compensation Committee to support long-term stockholder value creation. Individual EICP payouts are calculated as follows:

  17. Company Performance Score

    (1) Adjusted EBITDA and Return on Revenue Earning Equipment are non-GAAP financial measures. Refer to the appendix beginning on page A-1 for a definition and reconciliation to the most directly comparable GAAP measures. (2) Any performance results that are below the threshold receive a 0% multiplier. Linear interpolation is used to determine level of achievement for results that are between the threshold and target performance levels. (3) Performance results that equal or exceed the maximum performance level are capped at the 200% payout. Management Business Objectives The MBOs are strategic objectives selected by the Compensation Committee that are aligned with our business purpose and are considered important to our long-term financial and operational performance and the health and safety of our employees. The MBOs selected by the Compensation Committee for 2023 were: (i) ESG—integrate ESG into corporate strategy; (ii) Information Technology—modernization and transformation of our information technology systems; and (iii) People and Culture—reduce turnover, increase internal promotions rate, and increase engagement. The Compensation Committee did not assign relative weights to the individual MBO factors and considers the aggregate performance in determining the level of achievement. The Compensation Committee has the discretion to remove an MBO in assessing performance. The Compensation Committee did not exercise such discretion for 2023.

  18. Long‑Term Equity Incentives

    Long‑Term Equity Incentives Long-term equity incentive compensation comprises a significant portion of the total compensation paid to our senior executives and is deemed by the Compensation Committee to be critical to aligning our NEO’s compensation with our business purpose, including long-term stockholder value creation. Consistent with our compensation philosophy, our equity incentive program is more heavily weighted toward performance based awards. PSUs comprise 60% of the annual equity award and restricted stock units (“RSUs”) comprise 40% of the award. Summary of 2023 Annual Award Structure In February 2023, the Compensation Committee awarded long-term equity incentive compensation under the Herc Holdings Inc. 2018 Omnibus Incentive Plan (as amended to date, the “2018 Omnibus Plan”). The Compensation Committee has the flexibility to make equity awards based on our common stock, including time- and performance-based awards of RSUs, PSUs, stock options, stock appreciation rights, restricted stock and deferred stock units. In determining the target value of the awards, the Compensation Committee considered the competitive pay practices at companies within the peer group and individual performance. For PSUs, the target vesting level was designed to be achievable with significant effort and strong Company performance, while vesting at the maximum level was designed to be difficult to achieve. For 2023, the Committee selected Average ROIC and Average REBITDA Margin as the two performance measures for PSUs because they are important metrics used to analyze investment decisions and measure profitability. Average ROIC represents 60% of the PSU award and Average REBITDA Margin represents 40% of the PSU award. The Committee established a maximum payout potential of 200% for the 2023 PSU award. PSUs will vest at the end of the three-year performance period and the NEO will earn a number of shares based upon achievement of the Average ROIC and Average REBITDA Margin during the performance period. RSUs vest ratably over a three-year period following the grant date. In 2023, the Committee granted Mr. Peres a special PSU for the August 2023 to July 2026 performance period. The Committee selected the achievement of certain strategic initiatives as the performance measure under the award. The special PSUs will vest at the end of the three year performance period, subject to the achievement of the performance objectives. Unvested shares of RSUs and PSUs receive dividend equivalents, which are subject to the same terms as the RSUs and PSUs and will be forfeited if the underlying award does not vest. Dividend equivalents are paid at the same rate and at the same time that dividends are paid to our stockholders. For more information about the 2023 PSU and RSU awards, see the “2023 Grants of Plan-Based Awards” table below. 2021 PSUs The Compensation Committee selected Average ROIC and Average REBITDA margin as the performance metrics for the 2021 PSUs, which the Committee believes aligns our performance with the equipment rental industry. Average ROIC represents 60% of the PSU award and Average REBITDA Margin represents 40% of the PSU award. For the 2021 PSUs, the Committee established a maximum payout potential of 200% for the Average ROIC and 400% for REBITDA Margin, for an aggregate maximum payout potential of 280%. The Committee increased the maximum payout for REBITDA Margin to 400% to focus management on profitable growth following the 2020 economic crisis.

  19. Long‑Term Equity Incentives

    | 3-Year Average ROIC(1) — 60% Weighting | | | | | | ROIC | as a % of Target | Payout Percentage | | Threshold | 7.0% | 78% | 50% | | Target | 9.0% | 100% | 100% | | Maximum | 11.0% | 122% | 200% | | Actual Performance | 13.9% | 154.4% | 200.0% |

  20. Long‑Term Equity Incentives

    | REBITDA Margin(1) — 40% Weighting | | | | | | REBITDA Margin | as a % of Target | Payout Percentage | | Threshold | 43.0% | 96% | 50% | | Target | 45.0% | 100% | 100% | | Performance Tier 1 | 46.0% | 102% | 200% | | Performance Tier 2 | 47.0% | 104% | 300% | | Maximum | 48.0% | 106% | 400% | | Actual Performance | 45.6% | 101.4% | 163.2% |

  21. Long‑Term Equity Incentives

    | Total Performance Payout | 185.3% |

  22. Long‑Term Equity Incentives

    (1) Average ROIC and REBITDA Margin are non-GAAP financial performance measures. Refer to to the appendix beginning on page A-1 for a calculation for the performance period. The following table shows the target PSUs granted and PSUs earned.

  23. Long‑Term Equity Incentives

    | Named Executive Officer | Target Granted PSUs (#) | 2021 PSUs Earned (#) | | Mr. Silber | 20,834 | 38,605 | | Mr. Humphrey | 2,404 | 4,455 | | Mr. Birnbaum | 4,808 | 8,909 | | Mr. Peres | 3,606 | 6,682 | | Mr. Cunningham | 3,606 | 6,682 | | Mr. Irion | 6,411 | — |

  24. Other Compensation Elements

    Other Compensation Elements Retirement Programs We maintain a qualified defined contribution plan in which our NEOs are eligible to participate on the same basis as other eligible employees. In addition, we maintain non-qualified retirement plans. As of December 31, 2023, certain of our NEOs participated in Herc Rentals Supplemental Income Savings Plan (the “Supplemental Plan”), a non-qualified deferred compensation plan and Mr. Birnbaum is a participant in the Herc Rentals Qualified Pension Plan and the Herc Rentals Non-Qualified Pension Plan, both of which are frozen plans. Perquisite Policy We provide perquisites and other personal benefits to our senior management that the Compensation Committee believes are reasonable and consistent with our overall compensation program. In 2023, these perquisites consisted of (i) a Company-provided vehicle, and (ii) a perquisite allowance of up to $15,000 which can be used for the reimbursement of out-of-pocket medical expenses, financial planning and tax preparation and supplemental insurance. We use leased corporate aircraft for the purpose of encouraging and facilitating business travel by our CEO, other senior executives authorized by our CEO, and directors, generally for travel in the United States and, less frequently, Canada. In addition, the Compensation Committee has authorized our CEO to use our leased corporate aircraft for personal air travel, up to a maximum annual value of $100,000. The Compensation Committee periodically reviews our perquisite policies. Severance and Change in Control Policy We maintain a severance and change in control policy (the “Severance Policy”) for our senior executives. In adopting the Severance Policy, it was the intention of the Compensation Committee to provide senior executives with severance arrangements that they would view as appropriate in light of their existing arrangements, while at the same time considering the terms of arrangements provided by peer companies. The Severance Policy and the treatment of equity awards upon a termination of employment or a change in control are described below under “Potential Payments Upon a Termination or a Change in Control.”

  25. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  26. 2023 SUMMARY COMPENSATION TABLE

    | | | Salary | Stock Awards(1) | Non-Equity Incentive Plan Compensation(2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (3) | All Other Compensation(4) | Total | | Name and Principal Position | Year | ($) | ($) | ($) | ($) | ($) | ($) | | Lawrence H. Silber | 2023 | 966,635 | 3,600,207 | 1,304,576 | — | 246,457 | 6,117,875 | | Chief Executive Officer | 2022 | 971,635 | 3,100,190 | 2,009,007 | — | 240,683 | 6,321,515 | | | 2021 | 946,635 | 2,600,058 | 1,889,664 | — | 193,935 | 5,630,292 | | W. Mark Humphrey | 2023 | 450,750 | 630,366 | 353,741 | — | 62,396 | 1,497,253 | | Chief Financial Officer | | | | | | | | | Aaron D. Birnbaum | 2023 | 589,904 | 1,100,107 | 511,795 | 26,800 | 74,602 | 2,303,208 | | Chief Operating Officer | 2022 | 518,269 | 800,254 | 835,916 | — | 69,771 | 2,224,210 | | | 2021 | 471,635 | 600,088 | 755,866 | — | 216,410 | 2,043,999 | | Tamir Peres | 2023 | 487,308 | 1,000,326 | 368,794 | — | 50,408 | 1,906,836 | | Chief Information Officer | 2022 | 465,961 | 500,284 | 660,303 | — | 48,722 | 1,675,270 | | | 2021 | 438,654 | 450,029 | 656,410 | — | 50,199 | 1,595,292 | | Christian J. Cunningham | 2023 | 487,308 | 700,314 | 368,794 | — | 74,155 | 1,630,571 | | Chief Human Resources Officer | 2022 | 467,308 | 500,284 | 660,303 | — | 73,795 | 1,701,690 | | | 2021 | 445,962 | 450,029 | 671,328 | — | 55,261 | 1,622,580 | | Mark H. Irion(5) | 2023 | 151,442 | 1,100,107 | — | — | 40,071 | 1,291,620 | | Former Chief Financial Officer | 2022 | 521,635 | 900,244 | 835,916 | — | 35,450 | 2,293,245 | | | 2021 | 496,635 | 800,093 | 795,648 | — | 45,465 | 2,137,841 |

  27. 2023 SUMMARY COMPENSATION TABLE

    (1) The amounts reported in this column represent the grant date fair value of RSUs and PSUs granted in the applicable year calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation-Stock Compensation (“FASB ASC Topic 718”). The amounts included in 2023 for the PSUs are calculated based on the closing stock price and the probable satisfaction of the performance conditions for such awards as of the date of grant. Assuming the highest level of performance is achieved for the 2023 PSUs, the maximum value of these awards at the grant date would be as follows: Mr. Silber—$4,320,248; Mr. Humphrey—$756,376; Mr. Birnbaum—$1,320,128; Mr. Peres—$1,140,326; Mr. Cunningham—$840,314; and Mr. Irion—$1,320,128. See Note 14 to the Audited Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Audited Financial Statements”) for a discussion of the relevant assumptions used in calculating these amounts. (2) The amounts reported for 2023 represent the NEOs’ 2023 EICP awards. (3) Amounts include annual changes in the actuarial present value of accumulated pension benefits. The present value was determined using the same assumptions applicable for valuing pension benefits for purposes of our financial statements. See Note 13 to the Audited Financial Statements for relevant assumptions used in calculating these amounts. (4) Represents the following for 2023:

  28. 2023 SUMMARY COMPENSATION TABLE

    | Name | Personal Use of Car ($)(a) | Company 401(k) Matching Contribution and Deferred Compensation Contributions ($) | Personal Aircraft Usage ($)(b) | Other ($)(c) | Total Perquisites and Other Compensation ($) | | Mr. Silber | 11,231 | 120,226 | 100,000 | 15,000 | 246,457 | | Mr. Humphrey | 17,851 | 29,545 | N/A | 15,000 | 62,396 | | Mr. Birnbaum | 2,569 | 57,033 | N/A | 15,000 | 74,602 | | Mr. Peres | 4,885 | 30,523 | N/A | 15,000 | 50,408 | | Mr. Cunningham | 13,250 | 45,905 | N/A | 15,000 | 74,155 | | Mr. Irion | 2,063 | 13,200 | N/A | 24,808 | 40,071 |

  29. 2023 SUMMARY COMPENSATION TABLE

    (a) This amount reflects the annual lease value and fuel reimbursement for company-provided cars. (b) The CEO is eligible for personal use of the leased corporate aircraft. Occasionally, a spouse or other guest may be a passenger on the corporate aircraft when the aircraft is already scheduled for business purposes and can accommodate additional passengers. In those cases, there is no aggregate incremental cost to the Company, and as a result, no amount is included in this column for those flights. (c) Amount represents the perquisite allowance for the reimbursement of medical expenses, financial planning and tax preparation and supplemental insurance. Amounts for Mr. Irion also include actual payout of accrued vacation upon his resignation. (5) Mr. Irion resigned as our CFO, effective March 10, 2023.

  30. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS The following table shows all plan-based awards granted to the NEOs during 2023. This table is supplemental to the Summary Compensation Table and is intended to complement the disclosure of equity awards and grants made under non-equity incentive plans in the Summary Compensation Table.

  31. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | Estimated possible payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All Other Stock Awards (#) | All Other Option Awards (#) | Exercise Price of Option Awards ($/Sh) | Grant Date Fair Value of Stock Awards(1) ($) | | Name | Grant Date | Threshold ($) | Target ($) | Max ($) | Threshold (#) | Target (#) | Max (#) | | | | | | Lawrence H. Silber | | | | | | | | | | | | | EICP(2) | — | 650,000 | 1,300,000 | 2,600,000 | — | — | — | — | — | — | — | | RSUs(3) | 02/07/23 | — | — | — | — | — | — | 9,052 | — | — | 1,440,083 | | PSUs(4) | 02/07/23 | — | — | — | 6,789 | 13,578 | 27,156 | — | — | — | 2,160,124 | | W. Mark Humphrey | | | | | | | | | | | | | EICP(2) | — | 176,250 | 352,500 | 705,000 | — | — | — | — | — | — | — | | RSUs(3) | 02/07/23 | — | — | — | — | — | — | 881 | — | — | 140,158 | | RSUs(3) | 03/13/23 | — | — | — | — | — | — | 978 | — | — | 112,020 | | PSUs(4) | 02/07/23 | — | — | — | 661 | 1,321 | 2,642 | — | — | — | 210,158 | | PSUs(4) | 03/13/23 | — | — | — | 734 | 1,467 | 2,934 | — | — | — | 168,030 | | Aaron D. Birnbaum | | | | | | | | | | | | | EICP(2) | — | 255,000 | 510,000 | 1,020,000 | — | — | — | — | — | — | — | | RSUs(3) | 02/07/23 | — | — | — | — | — | — | 2,766 | — | — | 440,043 | | PSUs(4) | 02/07/23 | — | — | — | 2,075 | 4,149 | 8,298 | — | — | — | 660,064 | | Tamir Peres | | | | | | | | | | | | | EICP(2) | — | 183,750 | 367,500 | 735,000 | — | — | — | — | — | — | — | | RSUs(3) | 02/07/23 | — | — | — | — | — | — | 1,761 | — | — | 280,157 | | PSUs(4) | 02/07/23 | — | — | — | 1,321 | 2,641 | 5,282 | — | — | — | 420,157 | | PSUs(5) | 08/03/23 | — | — | — | — | 2,261 | — | — | — | — | 300,012 | | Christian J. Cunningham | | | | | | | | | | | | | EICP(2) | — | 183,750 | 367,500 | 735,000 | — | — | — | — | — | — | — | | RSUs(3) | 02/07/23 | — | — | — | — | — | — | 1,761 | — | — | 280,157 | | PSUs(4) | 02/07/23 | — | — | — | 1,321 | 2,641 | 5,282 | — | — | — | 420,157 | | Mark H. Irion | | | | | | | | | | | | | EICP(6) | — | 255,000 | 510,000 | 1,020,000 | — | — | — | — | — | — | — | | RSUs(6) | 02/07/23 | — | — | — | — | — | — | 2,766 | — | — | 440,043 | | PSUs(6) | 02/07/23 | — | — | — | 2,075 | 4,149 | 8,298 | — | — | — | 660,064 |

  32. 2023 GRANTS OF PLAN-BASED AWARDS

    (1) The amounts reported represent the grant date fair value associated with the 2023 grants of RSUs and PSUs, as computed in accordance with FASB ASC Topic 718. In the case of the PSUs, the grant date fair value is calculated based on the closing stock price on the date of grant and the probable satisfaction of the performance conditions for such awards as of the date of grant. See Note 14 to the Audited Financial Statements for a discussion of the relevant assumptions used in calculating these amounts. (2) These amounts represent threshold, target and maximum cash award levels for the EICP award. The amount actually earned by each NEO is reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table. (3) Represents RSU awards granted under the 2018 Omnibus Plan. RSUs generally vest in one-third annual installments on each anniversary of the grant date, subject to continued employment through the applicable vesting date. (4) Represents the threshold, target and maximum PSUs granted under the 2018 Omnibus Plan. The PSUs generally vest upon the completion of a three-year performance period. The receipt of the shares subject to the award is subject to achievement of the performance goals as certified by the Compensation Committee. Please see the Compensation Discussion and Analysis for further information regarding the 2023 PSU awards. (5) Represents PSUs awarded to Mr. Peres under the 2018 Omnibus Plan. The PSUs vest on July 31, 2026, subject to the achievement of the performance goals as certified by the Compensation Committee, and continued employment. (6) Awards granted to Mr. Irion were forfeited upon his resignation as our CFO, effective March 10, 2023.

  33. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

    2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

  34. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | | Option Awards | | | | Stock Awards | | | | | | | Grant date | Number of securities underlying unexercised options Exercisable | Number of securities underlying unexercised options Unexercisable | | Option exercise price | Option expiration date | Number of shares or units of stock that have not vested | Market value of shares or units of stock that have not vested (1) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested (1) | | Name | | (#) | (#) | | ($) | | (#) | ($) | (#) | ($) | | Lawrence H. | 06/01/2015 | 6,599(2) | — | | 58.76 | 06/01/2025 | — | — | — | — | | Silber | 02/15/2021 | — | — | | — | — | 20,834 | 3,101,974(3) | — | — | | | 02/08/2022 | — | — | | — | — | — | — | 11,162(3) | 1,661,910 | | | 02/07/2023 | — | — | | — | — | — | — | 13,578(3) | 2,021,628 | | | 02/15/2021 | — | — | | — | — | 4,629 | 689,212(4) | — | — | | | 02/08/2022 | — | — | | — | — | 4,960 | 738,494(4) | — | — | | | 02/07/2023 | — | — | | — | — | 9,052 | 1,347,752(4) | — | — | | W. Mark | 02/15/2021 | — | — | | — | — | 2,404 | 357,932(3) | — | — | | Humphrey | 02/08/2022 | — | — | | — | — | — | — | 1,171(3) | 174,350 | | | 02/07/2023 | — | — | | — | — | — | — | 1,321(3) | 196,684 | | | 03/13/2023 | — | — | | — | — | — | — | 1,467(3) | 218,422 | | | 02/15/2021 | — | — | | — | — | 534 | 79,507(4) | — | — | | | 02/08/2022 | — | — | | — | — | 520 | 77,423(4) | — | — | | | 02/07/2023 | — | — | | — | — | 881 | 131,172(4) | — | — | | | 03/13/2023 | — | — | | — | — | 978 | 145,614(4) | — | — | | Aaron D. | 02/17/2015 | 1,278(2) | — | | 70.14 | 02/17/2025 | — | — | — | — | | Birnbaum | 02/15/2021 | — | — | | — | — | 4,808 | 715,863(3) | — | — | | | 02/08/2022 | — | — | | — | — | — | — | 2,881(3) | 428,952 | | | 02/07/2023 | — | — | | — | — | — | — | 4,149(3) | 617,745 | | | 02/15/2021 | — | — | | — | — | 1,068 | 159,015(4) | — | — | | | 02/08/2022 | — | — | | — | — | 1,280 | 190,579(4) | — | — | | | 02/07/2023 | — | — | | — | — | 2,766 | 411,830(4) | — | — | | Tamir Peres | 02/15/2021 | — | — | | — | — | 3,606 | 536,897(3) | — | — | | | 02/08/2022 | — | — | | — | — | — | — | 1,801(3) | 268,151 | | | 02/07/2023 | — | — | | — | — | — | — | 2,641(3) | 393,218 | | | 08/03/2023 | — | — | | — | — | — | — | 2,261(3) | 336,640 | | | 02/15/2021 | — | — | | — | — | 801 | 119,261(4) | — | — | | | 02/08/2022 | — | — | | — | — | 800 | 119,112(4) | — | — | | | 02/07/2023 | — | — | | — | — | 1,761 | 262,195(4) | — | — | | Christian J. | 02/17/2015 | 6,607(2) | — | — | 70.14 | 02/17/2025 | — | — | — | — | | Cunningham | 02/15/2021 | — | — | | — | — | 3,606 | 536,897(3) | — | — | | | 02/08/2022 | — | — | | — | — | — | — | 1,801(3) | 268,151 | | | 02/07/2023 | — | — | | — | — | — | — | 2,641(3) | 393,218 | | | 02/15/2021 | — | — | | — | — | 801 | 119,261(4) | — | — | | | 02/08/2022 | — | — | | — | — | 800 | 119,112(4) | — | — | | | 02/07/2023 | — | — | | — | — | 1,761 | 262,195(4) | — | — |

  35. 2023 OUTSTANDING EQUITY AWARDS AT YEAR-END

    (1) These values are based on the closing market price of our common stock on December 29, 2023 of $148.89. (2) These options are fully vested. (3) Represents PSUs that are scheduled to vest based on achievement of performance goals established by the Compensation Committee for the applicable 3-year performance period. The amounts reported in this column are based on achieving target vesting levels. (4) Represents RSUs that vest in one-third installments on each anniversary of the grant date.

  36. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED The following table sets forth the details of stock awards that vested and stock options exercised in 2023.

  37. 2023 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | | Number of shares acquired on exercise | Value realized on exercise | Number of shares acquired on vesting | Value realized on vesting | | Name | (#) | ($) | (#) | ($) | | Lawrence H. Silber | 20,115 | 1,817,601 | 100,838 | 15,881,150 | | W. Mark Humphrey | — | — | 10,561 | 1,662,863 | | Aaron D. Birnbaum | 6,141 | 666,335 | 25,143 | 3,960,455 | | Tamir Peres | — | — | 24,114 | 3,809,187 | | Christian J. Cunningham | 17,895 | 1,666,774 | 18,776 | 2,957,613 | | Mark H. Irion | — | — | 33,390 | 5,259,604 |

  38. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    2023 NONQUALIFIED DEFERRED COMPENSATION TABLE The following table sets forth the details of a nonqualified deferred compensation plan in which certain of our NEOs participated during 2023.

  39. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    | | Executive Contributions in Last FY | Registrant Contributions in Last FY | Aggregate Earnings in Last FY | Aggregate Withdrawals/ Distributions | Aggregate Balance at FYE | | Name | ($) | ($) | ($) | ($) | ($)(1) | | Lawrence H. Silber | 133,782 | 107,026 | 238,722 | — | 1,584,720 | | W. Mark Humphrey | 32,691 | 16,345 | 3,898 | — | 52,934 | | Aaron D. Birnbaum | 136,048 | 43,833 | 59,010 | — | 553,762 | | Tamir Peres | 21,654 | 17,323 | 22,006 | — | 216,337 | | Christian J. Cunningham | 40,881 | 32,705 | 52,527 | — | 367,771 | | Mark H. Irion | — | — | — | — | — |

  40. 2023 NONQUALIFIED DEFERRED COMPENSATION TABLE

    (1) Amounts in this column include the following amounts that were previously reported in the Summary Compensation Table as compensation: Mr. Silber—$426,699; Mr. Birnbaum—$73,201; Mr. Peres—$69,000; and Mr. Cunningham—$102,461. We offer our employees, including the NEOs, participation in a defined contribution plan. Under our qualified 401(k) savings plan (the “401(k) Plan”) participants are eligible to receive a matching employer contribution to their 401(k) Plan account equal to (i) 100% of employee contributions (up to 3% of compensation) and (ii) 50% of employee contributions (up to the next 2% of compensation), with the total amount of such matching employer contribution to be completely vested, subject to applicable limits under the Internal Revenue Code on compensation that may be taken into account. We also maintain the Supplemental Plan. The Supplemental Plan allows eligible employees, including the NEOs, to defer part of their compensation. The Supplemental Plan is a deferred compensation plan that provides benefits that cannot be provided in the 401(k) Plan due to Internal Revenue Code limitations on compensation. For any deferral elections, we match an amount generally equal to (i) 100% of employee contributions (up to 3% of the compensation that cannot be taken into account under the 401(k) Plan) and (ii) 50% of employee contributions (up to the next 2% of compensation that cannot be taken into account under the 401(k) Plan). The match under the Supplemental Plan is in addition to the match under the 401(k) Plan. The total match that any participant may receive under the 401(k) Plan and the Supplemental Plan (other than with respect to transition credits) may not exceed the maximum 4% match. Accounts under the Supplemental Plan may be invested in a variety of mutual funds and are distributed upon a separation from service.

  41. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Severance Policy We maintain a Change in Control Severance Agreement (the “Severance Agreement”) that provides, upon a change in control and a qualifying termination of employment (a “double trigger” provision), the CEO with cash severance payment calculated as two-and-one-half times base salary and average annual cash bonus paid over the prior three years and each other NEO with cash severance payment calculated as two times the NEO’s base salary and average annual cash bonus paid over the prior three years. Our general severance policy provides that, upon an involuntary termination of employment, the CEO will be entitled to a cash severance payment calculated as two times base salary and target bonus and each other NEO will be entitled to a cash severance payment equal to the NEO’s base salary and target bonus. Health and welfare benefits will be provided for the number of years equivalent to the applicable multiple received, on the same basis as active employees. The Severance Agreement, NEO offer letters and our general severance policy do not contain tax gross-up provisions on any golden parachute excise taxes. These severance payments and benefits under the Severance Agreement are in lieu of any severance payments or benefits otherwise due in these circumstances under any previous agreement, offer letter or policy. Equity Awards Our equity awards provide for accelerated vesting upon a termination due to death or disability and pro rata vesting upon a termination due to retirement (for equity awards grants prior to 2022) or involuntary termination without cause. Equity awards granted in 2022 and after will continue to vest according to their terms upon retirement. Our equity awards provide that, if the equity awards are not honored or assumed or alternate awards are not provided in connection with a change in control, then the award will immediately vest. The Severance Agreement provides that the equity awards will vest upon a qualifying termination (a “double trigger” provision) after the change in control, with the PSUs vesting at target. The following tables outline the value of payments and benefits that each NEO would receive under the various termination scenarios described as if (i) the termination occurred on December 31, 2023; (ii) all stock awards that vest were paid out at $148.89, the closing price of our common stock on December 29, 2023; (iii) for the applicable change in control, the termination occurred following the change in control (“double trigger”); and (iv) the Compensation Committee took no further actions for any given award except as set forth under the applicable plan. In addition, the participant’s 401(k) Plan and Supplemental Plan amounts are excluded from the tables below.

  42. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Lawrence H. Silber | | | | | | | | | Termination for Cause | Termination Without Cause | Termination by reason of Retirement | Termination by reason of Death, Disability | Termination following a Change in Control | Change in Control | | Benefit | ($) | ($) | ($) | ($) | ($) | ($) | | Severance Payment | — | 4,600,000 | — | — | 6,836,039 | — | | Continued Benefits(1) | — | 20,604 | — | — | 26,633 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 2,660,664 | 2,660,664 | 2,775,458 | 2,775,458 | — | | Payment for Outstanding PSUs(2) | — | 6,785,512 | 6,785,512 | 6,785,512 | 6,785,512 | — | | Total | — | 14,091,780 | 9,446,176 | 9,560,970 | 16,448,642 | — |

  43. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) The executive is entitled to receive health and welfare benefits continuation for two years for a termination without cause and 30 months for a qualifying termination of employment following a change in control. (2) Represents the incremental vesting value of outstanding awards, which vest in the event of the specified termination event in accordance with the terms of the Severance Policy and the equity award agreements.

  44. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | W. Mark Humphrey | | | | | | | | | Termination for Cause | Termination Without Cause | Termination by reason of Retirement | Termination by reason of Death, Disability | Termination following a Change in Control | Change in Control | | Benefit | ($) | ($) | ($) | ($) | ($) | ($) | | Severance Payment | — | 822,500 | — | — | 1,750,582 | — | | Continued Benefits(1) | — | 16,345 | — | — | 34,286 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 171,521 | — | 433,716 | 433,716 | — | | Payment for Outstanding PSUs(2) | — | 612,534 | — | 947,388 | 947,388 | — | | Total | — | 1,647,900 | — | 1,381,104 | 3,190,972 | — |

  45. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) The executive is entitled to receive health and welfare benefits continuation for one year for a termination without cause and two years for a qualifying termination of employment following a change in control. (2) Represents the incremental vesting value of outstanding awards, which vest in the event of the specified termination event in accordance with the terms of the Severance Policy and the equity award agreements.

  46. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Aaron D. Birnbaum | | | | | | | | | Termination for Cause | Termination Without Cause | Termination by reason of Retirement | Termination by reason of Death, Disability | Termination following a Change in Control | Change in Control | | Benefit | ($) | ($) | ($) | ($) | ($) | ($) | | Severance Payment | — | 1,110,000 | — | — | 2,602,385 | — | | Continued Benefits(1) | — | 17,687 | — | — | 37,243 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 734,921 | 734,921 | 761,424 | 761,424 | — | | Payment for Outstanding PSUs(2) | — | 1,762,560 | 1,762,560 | 1,762,560 | 1,762,560 | — | | Total | — | 3,650,168 | 2,497,481 | 2,523,984 | 5,188,612 | — |

  47. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) The executive is entitled to receive health and welfare benefits continuation for one year for a termination without cause and two years for a qualifying termination of employment following a change in control. (2) Represents the incremental vesting value of outstanding awards, which vest in the event of the specified termination event in accordance with the terms of the Severance Policy and the equity award agreements.

  48. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Tamir Peres | | | | | | | | | Termination for Cause | Termination Without Cause | Termination by reason of Retirement | Termination by reason of Death, Disability | Termination following a Change in Control | Change in Control | | Benefit | ($) | ($) | ($) | ($) | ($) | ($) | | Severance Payment | — | 857,500 | — | — | 2,103,671 | — | | Continued Benefits(1) | — | 17,650 | — | — | 37,168 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 221,846 | — | 500,568 | 500,568 | — | | Payment for Outstanding PSUs(2) | — | 846,737 | — | 1,534,906 | 1,534,906 | — | | Total | — | 1,968,733 | — | 2,035,474 | 4,201,313 | — |

  49. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) The executive is entitled to receive health and welfare benefits continuation for one year for a termination without cause and two years for a qualifying termination of employment following a change in control. (2) Represents the incremental vesting value of outstanding awards, which vest in the event of the specified termination event in accordance with the terms of the Severance Policy and the equity award agreements.

  50. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Christian J. Cunningham | | | | | | | | | Termination for Cause | Termination Without Cause | Termination by reason of Retirement | Termination by reason of Death, Disability | Termination following a Change in Control | Change in Control | | Benefit | ($) | ($) | ($) | ($) | ($) | ($) | | Severance Payment | — | 857,500 | — | — | 2,113,617 | — | | Continued Benefits(1) | — | 17,412 | — | — | 36,693 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 480,766 | 480,766 | 500,568 | 500,568 | — | | Payment for Outstanding PSUs(2) | — | 1,198,266 | 1,198,266 | 1,198,266 | 1,198,266 | — | | Total | — | 2,578,944 | 1,679,032 | 1,698,834 | 3,874,144 | — |

  51. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) The executive is entitled to receive health and welfare benefits continuation for one year for a termination without cause and two years for a qualifying termination of employment following a change in control. (2) Represents the incremental vesting value of outstanding awards, which vest in the event of the specified termination event in accordance with the terms of the Severance Policy and the equity award agreements.

  52. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE 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 2023 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 Adjusted EBITDA, 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.

  53. Pay versus Performance Table

    Pay versus Performance Table Below is the tabular disclosure for our CEO and the average of our NEOs other than the CEO for 2023, 2022, 2021 and 2020.

  54. Pay versus Performance Table

    | 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) | Adjusted EBITDA(5) ($ in millions) | | | | | | | TSR ($) | Peer Group TSR(4) ($) | | | | 2023 | 6,117,875 | 7,991,958 | 1,725,898 | 2,118,720 | 316.95 | 241.73 | 347 | 1,452 | | 2022 | 6,321,515 | 2,178,124 | 1,973,604 | 763,246 | 274.39 | 176.87 | 330 | 1,227 | | 2021 | 5,630,292 | 30,180,615 | 1,849,928 | 7,648,347 | 320.76 | 214.43 | 224 | 895 | | 2020 | 4,457,722 | 6,903,011 | 1,532,749 | 2,423,777 | 135.70 | 146.21 | 74 | 689 |

  55. Pay versus Performance Table

    (1) 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. (2) 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.

  56. Pay versus Performance Table

    | | 2023 | 2022 | 2021 | 2020 | | SCT Total Compensation | 6,117,875 | 6,321,515 | 5,630,292 | 4,457,722 | | Less: Stock Award Values Reported in SCT for the Year | (3,600,207) | (3,100,190) | (2,600,058) | (2,400,049) | | Plus: Fair Value for Stock Awards Granted in the Covered Year | 3,830,960 | 3,665,251 | 10,860,919 | 6,331,064 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | (1,128,396) | (5,149,320) | 14,553,120 | 523,492 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Year | 2,771,726 | 440,868 | 1,736,342 | (2,009,218) | | Compensation Actually Paid | 7,991,958 | 2,178,124 | 30,180,615 | 6,903,011 |

  57. Pay versus Performance Table

    (3) 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. Irion, Mr. Birnbaum, Mr. Peres and Mr. Cunningham are included in the average figures shown for each of the years presented. In 2023, Mr. Irion and Mr. Humphrey served in the role of CFO. As a result, Mr. Humphrey is also included in the average figures for 2023.

  58. Pay versus Performance Table

    | | 2023 | 2022 | 2021 | 2020 | | SCT Total Compensation | 1,725,898 | 1,973,604 | 1,849,928 | 1,532,749 | | Less: Stock Award Values Reported in SCT for the Year | (906,244) | (675,267) | (575,060) | (662,534) | | Plus: Fair Value for Stock Awards Granted in the Covered Year | 822,518 | 798,319 | 2,402,092 | 1,656,789 | | Change in Fair Value of Outstanding Unvested Stock Awards from Prior Years | (154,623) | (1,423,222) | 3,495,085 | 145,574 | | Change in Fair Value of Stock Awards from Prior Years that Vested in the Year | 636,531 | 89,812 | 476,302 | (248,801) | | Less: Change in Pension Value and Nonqualified Deferred Compensation earnings | (5,360) | — | — | — | | Compensation Actually Paid | 2,118,720 | 763,246 | 7,648,347 | 2,423,777 |

  59. Pay versus Performance Table

    (4) 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, 2019 through and including the end of the fiscal year for each row in the table. For 2023, the Compensation Committee, in consultation with FW Cook, revised the peer group to remove six companies and add seven companies in order to reflect changing market conditions and our growth and to place us near the median in revenue and market capitalization. Refer to "Compensation Discussion and Analysis—Competitive Market Review" for more details. If we had retained the previous peer group, the cumulative total shareholder return, assuming a fixed investment of $100 on December 31, 2019, would have been $149.21, $225.20, $186.94 and $269.15 in 2020, 2021, 2022 and 2023, respectively. (5) Our Adjusted EBITDA, which is the Company-Selected Measure, as calculated for purposes of our EICP. Adjusted EBITDA is a non-GAAP financial measure and is defined in the appendix beginning on page A-1. In 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.

  60. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE The following disclosure provides information about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Silber, our CEO. Consistent with our executive officer compensation program, our broad-based employee compensation program is designed to be competitive in terms of both the position and the geographic area in which the employee is located. Accordingly, our pay structures vary amongst employees based on position and geographic location, with significant consideration given to competitive local market practices. Ratio For 2023, •The median of the annual total compensation of all of our employees, other than Mr. Silber, was $76,960. •Mr. Silber’s annual total compensation was $6,128,417, which is the amount reported in the “Total” column of the 2023 Summary Compensation Table with the addition of our contributions to broad-based health and welfare programs. •Based on this information, the ratio of the annual total compensation of Mr. Silber to the median of the annual total compensation of all employees is approximately 80 to 1. Identification of Median Employee For 2023, we have calculated the median employee in line with the disclosure rules. As permitted under the SEC executive compensation disclosure rules, we are electing to use the same median employee that we used for the purpose of preparing our 2021 pay ratio disclosure. Since November 1, 2021 (the date used to select the 2021 median employee) there have been no changes to our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. Accordingly, we selected November 1, 2021 as the date on which to determine our median employee. As of that date, we had approximately 5,390 employees, with approximately 4,870 employees in the United States and 520 employees in Canada. We did not exclude any employee in identifying the median employee. For purposes of identifying the median employee, we chose 2021 total earnings, as compiled from our payroll records, as our consistently applied compensation measure. Earnings were annualized only for employees who were hired in 2021. For purposes of this disclosure, any compensation paid in foreign currencies was converted to U.S. dollars based on a monthly average exchange rate for the relevant period. Our median employee was a full-time employee working in the United States. We calculated the median employee's annual total compensation in accordance with Item 402(c)(2)(x) of Regulation S-K, as required pursuant to the SEC executive compensation disclosure rules. This is the same calculation we use to determine the CEO's annual total compensation for purposes of the 2023 Summary Compensation Table, with the addition of our contribution to broad-based health and welfare programs.

  61. PAY RATIO DISCLOSURE

    | DIRECTOR COMPENSATION |

  62. PAY RATIO DISCLOSURE

    Our director compensation program is designed to compensate non-employee directors fairly for work required for a company of our size and scope and to align their interests with the long-term interests of our stockholders. The program reflects our desire to attract, retain and use the expertise of highly qualified people serving on our Board of Directors. The Nominating and Governance Committee periodically reviews the compensation level of our non-employee directors in consultation with the Committee’s independent compensation consultant and makes recommendations to the Board of Directors.

  63. PAY RATIO DISCLOSURE

    | Board/Committee | 2023 Annual Non- Employee Director Compensation | | | | | Board | • Cash Retainer (through May 10, 2023): | | | $80,000 | | | • Cash Retainer (from May 11, 2023): | | | $90,000 | | | • RSU Grant (through May 11, 2023): | | | $120,000 | | | • RSU Grant (from May 11, 2023): | | | $130,000 | | Audit | • Chair Fee: | $37,500 | • Member Fee: | $12,500 | | Compensation | • Chair Fee: | $22,500 | • Member Fee: | $7,500 | | Nominating and Governance | • Chair Fee: | $15,000 | • Member Fee: | $5,000 |

  64. PAY RATIO DISCLOSURE

    •The Chairman of the Board is entitled to receive an additional annual fee of $150,000, payable in the form of shares of our common stock. •The RSUs are granted to directors after the annual stockholder meeting and have a fair market value equivalent to the dollar amount noted above on the date of grant. These RSUs vest at the next annual meeting of stockholders. These RSUs also vest in full upon such director’s death or disability or a change in control of the Company. We pay dividend equivalents on all outstanding RSUs. Dividend equivalents are paid at the same rate and at the same time that dividends are paid to our stockholders and are subject to the same vesting conditions as the underlying equity award. •Directors may elect to receive Company stock in lieu of cash. Also, directors may elect to defer their equity and cash compensation into phantom stock units that vest after the director leaves the Board (or earlier in the event of a change in control); provided that if a director’s equity compensation is deferred, the vesting period otherwise applicable to the RSUs is not changed. •Occasionally, the Compensation Committee may grant off-cycle equity awards to non-employee directors to reward them for additional significant time on Board matters. •Employee directors do not receive any additional compensation for serving as a director.

  65. 2023 Non-Employee Director Compensation Table

    2023 Non-Employee Director Compensation Table For the year ended December 31, 2023, our non-employee directors received the following compensation:

  66. 2023 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Patrick D. Campbell | 108,895 | 280,104 | 388,999 | | James H. Browning | 123,895 | 130,009 | 253,904 | | Shari L. Burgess | 98,894 | 130,009 | 228,903 | | Hunter C. Gary(2) | 17,370 | — | 17,370 | | Jean K. Holley | 98,894 | 130,009 | 228,903 | | Michael A. Kelly | 113,894 | 130,009 | 243,903 | | Steven D. Miller(2) | 15,881 | — | 15,881 | | Rakesh Sachdev | 98,556 | 130,009 | 228,565 | | Andrew J. Teno(2) | 14,246 | — | 14,246 |

  67. 2023 Non-Employee Director Compensation Table

    (1) In 2023, each non-employee director was granted an award of RSUs that will vest on the day of the Annual Meeting. Mr. Browning, Ms. Burgess, Ms. Holley, and Mr. Sachdev elected to defer their 2023 equity compensation into phantom stock units pursuant to the Directors Compensation Policy described above. The amounts reported in this column are valued based on the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. See Note 14 to the Audited Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2023 for a discussion of the relevant assumptions used in calculating these amounts. As of December 31, 2023, each non-employee director had the following number of RSUs and phantom stock units outstanding with respect to the Company’s equity: Mr. Browning, 13,093 phantom stock units; Ms. Burgess, 4,196 phantom stock units; Mr. Campbell, 2,803 RSUs and 13,082 phantom stock units; Ms. Holley, 12,537 phantom stock units; Mr. Kelly, 1,301 RSUs; and Mr. Sachdev, 2,687 phantom stock units. (2) Mr. Teno resigned from the Board on March 3, 2023 and Mr. Miller and Mr. Gary resigned from the Board on March 14, 2023.

  68. 2023 Non-Employee Director Compensation Table

    | PROPOSAL 3: Ratification of the Appointment of PricewaterhouseCoopers |

  69. 2023 Non-Employee Director Compensation Table

    Our Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. Our Audit Committee believes that PricewaterhouseCoopers LLP is well-qualified. We are asking our stockholders to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm as a matter of good corporate practice. The Audit Committee will consider, but is not obligated to abide by, the outcome of this vote in determining whether to engage PricewaterhouseCoopers LLP for all of 2024 or another independent registered public accounting firm without submitting the matter to our stockholders. Further, even if stockholders ratify this selection, the Audit Committee may select a different independent registered public accounting firm at any time if, in the Audit Committee’s sole discretion, the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders. A representative of PricewaterhouseCoopers LLP will be present at the annual meeting with the opportunity to make a statement if he or she so desires and to respond to appropriate questions.

  70. Net Leverage Ratio

    Net Leverage Ratio Net Leverage Ratio is defined as net debt, as calculated below, divided by adjusted EBITDA for the trailing twelve-month period. This measure should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. The Company’s definition of this measure may differ from similarly titled measures used by other companies.

  71. Net Leverage Ratio

    | | Years ended December 31, | | | | | | ($ in millions) | 2023 | 2022 | 2021 | 2020 | 2019 | | Long-term debt, net | $3,673 | $2,922 | $1,916 | $1,652 | $2,052 | | (Plus) Current maturities of long-term debt | 15 | 12 | 11 | 12 | 27 | | (Plus) Unamortized debt issuance costs | 5 | 5 | 6 | 7 | 8 | | (Less) Cash and cash equivalents | (71) | (54) | (35) | (33) | (33) | | Net debt | 3,622 | 2,885 | 1,898 | 1,638 | 2,054 | | Trailing twelve-month Adjusted EBITDA | $1,452 | $1,227 | $895 | $689 | $741 | | Net Leverage | 2.5x | 2.4x | 2.1x | 2.4x | 2.8x |