DEF 14A of Herc Holdings Inc, Mar 27, 2026

DEF 14A of Herc Holdings Inc

Filed Mar 27, 2026 · FY20250001364479-26-000076

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 2026 annual meeting of stockholders to be held on May 14, 2026 (the “Annual Meeting”) and expiring at the end of the 2027 annual meeting of stockholders and the election of their successor. 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: 73 Committees: Audit Committee and Nominating and Governance 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. | | Former Public Company Directorships | SPX Corporation; SPX Flow, Inc.; Solera Holdings Inc.; Stanley Black and Decker, 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: 69 Committees: None | | Business Experience | •Chief Executive Officer of Herc Holdings, since 2016, and President of Herc Holdings from 2016 to 2025. •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. | | Shari L. Burgess | | | | Director of the Company Since: 2020 Age: 67 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. |

  5. Director Election Standards

    | Jean K. Holley | | | | Director of the Company Since: 2017 Age: 66 Committees: Compensation Committee (Chair) 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.; Natural Gas Services Group Inc. | | 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 and the Georgia CIO ORBIE Lifetime Achievement Award. | | Michael A. Kelly | | | | Director of the Company Since: 2016 Age: 69 Committees: Compensation Committee and Nominating and Governance Committee (Chair) | | 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. |

  6. Director Election Standards

    | John A. Olin | | | | Director of the Company Since: 2026 Age: 65 Committees: Audit Committee | | Business Experience | •Executive Vice President and Chief Financial Officer of Westinghouse Air Brake Technologies Corporation, a leading global provider of equipment, systems, digital solutions and value-added services for the freight and transit rail industries, since 2021. •Former Senior Vice President and Chief Financial Officer of Harley-Davidson, Inc. from 2009 to 2020. | | Other Public Company Directorships | None | | Former Public Company Directorships | None | | Qualifications | Mr. Olin’s experience as chief financial officer of Westinghouse Air Brake Technologies and former chief financial officer of Harley-Davidson brings substantial expertise to our Board. His extensive knowledge of financial and accounting matters, company capitalization structures and capital markets gained through his tenure in different industries provides him insight into a variety of issues relevant to our growth as a Company. In addition, his current role as a member of the New York Stock Exchange Advisory Board provides a deep understanding of complex governance, diversity, sustainability, and regulatory landscapes. | | Rakesh Sachdev | | | | Director of the Company Since: 2021 Age: 70 Committees: Compensation Committee and Nominating and Governance 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. |

  7. Director Election Standards

    | Patrick S. Shannon | | | | Director of the Company Since: 2026 Age: 63 Committees: Audit Committee | | Business Experience | •Retired Senior Vice President and Chief Financial Officer of Allegion plc from 2013 to 2022. •Various leadership roles with Ingersoll-Rand plc from 2002 to 2013, including Vice President and Treasurer. | | Other Public Company Directorships | Astec Industries, Inc. and MasterBrand, Inc. | | Former Public Company Directorships | None | | Qualifications | Mr. Shannon’s experience as former chief financial officer of Allegion and various leadership roles at Ingersoll Rand brings substantial expertise to our Board. His extensive knowledge of financial and accounting matters, strategic planning and operational execution, company capitalization structures and capital markets, and investor relations provides him with insight into a variety of issues relevant to our growth as a Company. In addition, his service on the boards of other public companies provides him with a broad understanding of the responsibilities of public company boards. |

  8. Director Election Standards

    | CORPORATE GOVERNANCE |

  9. Executive Summary

    Executive Summary We continued to execute our strategy of growing our core, expanding specialty and allocating capital to drive long-term sustainable value for stockholders. A key part of executing our strategy in 2025 was the completion of the acquisition of H&E Equipment Services, Inc. (“H&E”), which added 162 branches, over 2,500 employees and $2.9 billion in fleet at original equipment cost. The acquisition delivers scale to our equipment rental platform and accelerates our growth strategy. The completion of the acquisition and the integration of H&E into our business rendered performance goals previously established by the Compensation Committee for our short- and long-term incentive awards no longer meaningfully aligned with our post-acquisition business and strategy. As such, following the acquisition of H&E, the Compensation Committee adjusted the financial metrics and management business objectives (“MBOs”) of the Executive Incentive Compensation Plan (“EICP”) to align with our financial goals and objectives for the remainder of the year. As part of this adjustment, the Compensation Committee reduced the potential maximum payout under the EICP from 200% to 100% of the target award. In 2023, the Compensation Committee granted PSUs for the 2023 to 2025 performance period (the “2023 PSUs”). Based on our performance over the three-year period, the Compensation Committee certified achievement of 88.4% for the 2023 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 2025, stockholders overwhelmingly approved our advisory executive compensation proposal with approximately 94% of the votes cast in favor. Consistent with prior years, our executive compensation program was designed to achieve financial and performance goals related to our business plan for fiscal 2025. 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 2025 to our NEOs was heavily weighted towards performance-based and long-term incentive compensation, with long-term incentive awards making up 57% 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 2025, 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 2025, 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 $889 million to $15.0 billion. As of December 31, 2024, the median revenue, market capitalization and total assets of this peer group was $3.7 billion, $5.6 billion and $5.4 billion, respectively. The peer group used for evaluating 2024 compensation decisions and setting 2025 target pay levels and opportunities consisted of the companies below.

  14. Competitive Market Review

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

  15. Principal Elements of the 2025 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

    2025 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) REBITDA is a non-GAAP financial measure. Refer to the appendix beginning on page A-1 for a definition and reconciliation to the most directly comparable GAAP measure. (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 100% 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. In 2025, the Compensation Committee focused the MBOs on the key drivers of a successful integration of H&E. The MBOs selected by the Compensation Committee for 2025 were: (i) Finance—ensure complete and accurate conversion of acquired contracts onto our system; (ii) Information Technology—migration of acquired branches onto our technology platform; (iii) Human Resources—completion of onboarding of H&E employees and the conversion of employee data into our systems; (iv) Operations—alignment of the businesses and management of the change process, including providing appropriate training on our tools, processes and safety; and (v) Cost Synergies. The Compensation Committee assigned a weighting of 50% to the integration-related MBOs reflected in items (i)–(iv) above and a weighting of 50% to the Cost Synergies MBO. The Compensation Committee has the discretion to remove an MBO in assessing performance. The Compensation Committee did not exercise such discretion for 2025.

  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 2025 Annual Award Structure In February 2025, 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. The Compensation Committee grants PSUs and RSUs under our long-term equity incentive compensation program and does not currently grant stock options, stock appreciation rights, restricted stock or 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. In February 2025 when the PSU awards were granted, the Committee selected Average ROIC and Average REBITDA Margin as the two performance measures, the achievement of which were to be calculated at the end of the three year performance period. The Committee selected these performance measures because they are important metrics used to analyze investment decisions and measure profitability. Average REBITDA Margin represents 60% of the PSU award and Average ROIC represents 40% of the PSU award. The Committee established a maximum payout potential of 200% for the 2025 PSU awards. In February 2026, the Compensation Committee amended and restated the PSUs awarded in 2025 and 2024. As amended, we measure performance of our PSUs annually over the course of a three-year performance period, rather than measuring performance once at the end of the performance period, to better account for the dynamic nature of our business. For the 2025 and 2024 annual measurement periods, the Committee retained Average ROIC and Average REBITDA Margin as the two performance measures for each annual measurement period. One-third of the PSUs are eligible to be earned each year, in an amount ranging from 0% to 200% of target, based on achievement of annual performance metrics. We measure performance annually because we operate in a highly cyclical and volatile business environment in which forecasting multi-year performance is extremely difficult and possibly counterproductive. By reestablishing goals annually, we ensure that we have the appropriate criteria and rigor tied to the incentive performance targets. We maintain a long-term perspective by requiring any PSUs earned annually to not vest until the end of the three-year performance period. We also denominate PSU awards in stock at the grant date, which, coupled with our robust stock ownership guidelines, effectively aligns management’s long-term interests with stockholders. RSUs vest ratably over a three-year period following the grant date. 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 2025 PSU and RSU awards, see the “2025 Grants of Plan-Based Awards” table in the Executive Compensation section of this proxy statement. 2023 PSUs The Compensation Committee selected Average ROIC and Average REBITDA margin as the performance metrics for the 2023 PSUs, which the Committee believed aligned with 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 2023 PSUs, the Committee established a maximum payout potential of 200% for Average ROIC and Average REBITDA Margin.

  19. Long‑Term Equity Incentives

    | 3-Year Average ROIC(1) — 60% Weighting | | | | | | ROIC | as a % of Target | Payout Percentage | | Threshold | 10.5% | 91.0% | 50.0% | | Target | 11.5% | 100.0% | 100.0% | | Maximum | 12.5% | 109.0% | 200.0% | | Actual Performance | 11.0% | 95.7% | 75.0% |

  20. Long‑Term Equity Incentives

    | REBITDA Margin(1) — 40% Weighting | | | | | | REBITDA Margin | as a % of Target | Payout Percentage | | Threshold | 45.0% | 96.0% | 50.0% | | Target | 47.0% | 100.0% | 100.0% | | Maximum | 49.0% | 104.0% | 200.0% | | Actual Performance | 47.2% | 100.4% | 108.5% |

  21. Long‑Term Equity Incentives

    | Total Performance Payout | 88.4% |

  22. Long‑Term Equity Incentives

    (1) Average ROIC and Average REBITDA Margin are non-GAAP financial performance measures and exclude the results of Cinelease studio entertainment, the sale of which was completed on July 31, 2025. Refer to to the appendix beginning on page A-1 for a calculation for the performance period. (2) In calculating Actual Performance, the Compensation Committee assumed target performance for 2025 because, following completion of the H&E acquisition, we were unable to calculate achievement of the performance metrics on a consistent basis as when the metrics were established in 2023. The following table shows the target PSUs granted and PSUs earned.

  23. Long‑Term Equity Incentives

    | Named Executive Officer | Target Granted PSUs (#) | 2023 PSUs Earned (#) | | Mr. Silber | 13,578 | 12,003 | | Mr. Humphrey | 2,788 | 2,465 | | Mr. Birnbaum | 4,149 | 3,668 | | Mr. Peres | 2,641 | 2,335 | | Mr. Cunningham | 2,641 | 2,335 |

  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, 2025, our NEOs participate in the Herc Rentals Supplemental Income Savings Plan (the “Supplemental Plan”), a non-qualified deferred compensation plan, and Mr. Birnbaum participates 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 2025, 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 under “Potential Payments Upon a Termination or a Change in Control” in the Executive Compensation section of this proxy statement.

  25. 2025 SUMMARY COMPENSATION TABLE

    2025 SUMMARY COMPENSATION TABLE

  26. 2025 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 | 2025 | 1,056,538 | 5,500,037 | 1,484,000 | — | 248,551 | 8,289,126 | | Chief Executive Officer | 2024 | 1,025,961 | 4,200,005 | 1,472,900 | — | 222,526 | 6,921,392 | | | 2023 | 966,635 | 3,600,207 | 1,304,576 | — | 246,457 | 6,117,875 | | W. Mark Humphrey | 2025 | 591,346 | 1,000,007 | 480,000 | — | 80,148 | 2,151,501 | | Chief Financial Officer | 2024 | 517,596 | 700,075 | 433,125 | — | 64,308 | 1,715,104 | | | 2023 | 450,750 | 630,366 | 353,741 | — | 62,396 | 1,497,253 | | Aaron D. Birnbaum | 2025 | 691,346 | 2,350,352 | 595,000 | 29,200 | 94,556 | 3,760,454 | | Chief Operating Officer | 2024 | 621,635 | 1,250,155 | 584,375 | 9,900 | 67,781 | 2,533,846 | | | 2023 | 589,904 | 1,100,107 | 511,795 | 26,800 | 74,602 | 2,303,208 | | Tamir Peres | 2025 | 532,115 | 1,000,007 | 401,250 | — | 64,834 | 1,998,206 | | Chief Information Officer | 2024 | 507,308 | 750,271 | 420,750 | — | 51,753 | 1,730,082 | | | 2023 | 487,308 | 1,000,326 | 368,794 | — | 50,408 | 1,906,836 | | Christian J. Cunningham | 2025 | 532,115 | 1,000,007 | 401,250 | — | 75,299 | 2,008,671 | | Chief Human Resources | 2024 | 507,308 | 750,271 | 420,750 | — | 54,873 | 1,733,202 | | Officer | 2023 | 487,308 | 700,314 | 368,794 | — | 74,155 | 1,630,571 |

  27. 2025 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 2025 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 2025 PSUs, the maximum value of these awards at the grant date would be as follows: Mr. Silber—$6,600,044; Mr. Humphrey—$1,200,008; Mr. Birnbaum—$2,620,374; Mr. Peres—$1,200,008; Mr. Cunningham—$1,200,008. See Note 14 to the Audited Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 ( “Audited Financial Statements”) for relevant assumptions used in calculating these amounts. (2) The amounts reported for 2025 represent the NEOs’ 2025 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 2025:

  28. 2025 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 | 32,373 | 101,178 | 100,000 | 15,000 | 248,551 | | Mr. Humphrey | 24,169 | 40,979 | N/A | 15,000 | 80,148 | | Mr. Birnbaum | 28,527 | 51,029 | N/A | 15,000 | 94,556 | | Mr. Peres | 16,903 | 32,931 | N/A | 15,000 | 64,834 | | Mr. Cunningham | 22,184 | 38,115 | N/A | 15,000 | 75,299 |

  29. 2025 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.

  30. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table shows all plan-based awards granted to the NEOs during 2025. 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. 2025 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) | — | 742,000 | 1,484,000 | 2,968,000 | — | — | — | — | — | — | — | | RSUs(3) | 02/03/25 | — | — | — | — | — | — | 11,154 | — | — | 2,200,015 | | PSUs(4) | 02/03/25 | — | — | — | 8,366 | 16,731 | 33,462 | — | — | — | 3,300,022 | | W. Mark Humphrey | | | | | | | | | | | | | EICP(2) | — | 240,000 | 480,000 | 960,000 | — | — | — | — | — | — | — | | RSUs(3) | 02/03/25 | — | — | — | — | — | — | 2,028 | — | — | 400,003 | | PSUs(4) | 02/03/25 | — | — | — | 1,521 | 3,042 | 6,084 | — | — | — | 600,004 | | Aaron D. Birnbaum | | | | | | | | | | | | | EICP(2) | — | 297,500 | 595,000 | 1,190,000 | — | — | — | — | — | — | — | | RSUs(3) | 02/03/25 | — | — | — | — | — | — | 2,738 | — | — | 540,043 | | RSUs(3) | 05/15/25 | — | — | — | — | — | — | 3,717 | — | — | 500,122 | | PSUs(4) | 02/03/25 | — | — | — | 2,054 | 4,107 | 8,214 | — | — | — | 810,065 | | PSUs(4) | 05/15/25 | — | — | — | 1,859 | 3,717 | 7,434 | — | — | — | 500,122 | | Tamir Peres | | | | | | | | | | | | | EICP(2) | — | 200,625 | 401,250 | 802,500 | — | — | — | — | — | — | — | | RSUs(3) | 02/03/25 | — | — | — | — | — | — | 2,028 | — | — | 400,003 | | PSUs(4) | 02/03/25 | — | — | — | 1,521 | 3,042 | 6,084 | — | — | — | 600,004 | | Christian J. Cunningham | | | | | | | | | | | | | EICP(2) | — | 200,625 | 401,250 | 802,500 | — | — | — | — | — | — | — | | RSUs(3) | 02/03/25 | — | — | — | — | — | — | 2,028 | — | — | 400,003 | | PSUs(4) | 02/03/25 | — | — | — | 1,521 | 3,042 | 6,084 | — | — | — | 600,004 |

  32. 2025 GRANTS OF PLAN-BASED AWARDS

    (1) The amounts reported represent the grant date fair value associated with the 2025 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 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 2025 PSU awards.

  33. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

  34. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    | | Grant 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. Silber | 02/07/2023 | 13,578 | 2,014,704(2) | — | — | | | 02/06/2024 | — | — | 17,019(2) | 2,525,279 | | | 02/03/2025 | — | — | 16,731(2) | 2,482,546 | | | 02/07/2023 | 3,017 | 447,662(3) | — | — | | | 02/06/2024 | 7,564 | 1,122,346(3) | — | — | | | 02/03/2025 | 11,154 | 1,655,031(3) | — | — | | W. Mark Humphrey | 02/07/2023 | 1,321 | 196,010(2) | — | — | | | 03/13/2023 | 1,467 | 217,673(2) | — | — | | | 02/06/2024 | — | — | 2,837(2) | 420,954 | | | 02/03/2025 | — | — | 3,042(2) | 451,372 | | | 02/07/2023 | 293 | 43,475(3) | — | — | | | 03/13/2023 | 326 | 48,372(3) | — | — | | | 02/06/2024 | 1,260 | 186,959(3) | — | — | | | 02/03/2025 | 2,028 | 300,915(3) | — | — | | Aaron D. Birnbaum | 02/07/2023 | 4,149 | 615,629(2) | — | — | | | 02/06/2024 | — | — | 5,066(2) | 751,693 | | | 02/03/2025 | — | — | 4,107(2) | 609,397 | | | 05/15/2025 | — | — | 3,717(2) | 551,528 | | | 02/07/2023 | 922 | 136,806(3) | — | — | | | 02/06/2024 | 2,251 | 334,003(3) | — | — | | | 02/03/2025 | 2,738 | 406,264(3) | — | — | | | 05/15/2025 | 3,717 | 551,528(3) | — | — | | Tamir Peres | 02/07/2023 | 2,641 | 391,872(2) | — | — | | | 08/03/2023 | — | — | 2,261(2) | 335,487 | | | 02/06/2024 | — | — | 3,040(2) | 451,075 | | | 02/03/2025 | — | — | 3,042(2) | 451,372 | | | 02/07/2023 | 587 | 87,099(3) | — | — | | | 02/06/2024 | 1,351 | 200,461(3) | — | — | | | 02/03/2025 | 2,028 | 300,915(3) | — | — | | Christian J. Cunningham | 02/07/2023 | 2,641 | 391,872(2) | — | — | | | 02/06/2024 | — | — | 3,040(2) | 451,075 | | | 02/03/2025 | — | — | 3,042(2) | 451,372 | | | 02/07/2023 | 587 | 87,099(3) | — | — | | | 02/06/2024 | 1,351 | 200,461(3) | — | — | | | 02/03/2025 | 2,028 | 300,915(3) | — | — |

  35. 2025 OUTSTANDING EQUITY AWARDS AT YEAR-END

    (1) These values are based on the closing market price of our common stock on December 31, 2025 of $148.38. (2) Represents PSUs that are scheduled to vest upon the completion of a three-year performance period. The amounts reported in this column are based on achieving target vesting levels. (3) Represents RSUs that vest in one-third installments on each anniversary of the grant date.

  36. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The following table sets forth the details of stock awards that vested in 2025.

  37. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Stock Awards | | | | Number of shares acquired on vesting | Value realized on vesting | | Name | (#) | ($) | | Lawrence H. Silber | 18,019 | 3,642,676 | | W. Mark Humphrey | 2,428 | 466,418 | | Aaron D. Birnbaum | 4,944 | 1,000,956 | | Tamir Peres | 3,073 | 621,991 | | Christian J. Cunningham | 3,073 | 621,991 |

  38. 2025 NONQUALIFIED DEFERRED COMPENSATION TABLE

    2025 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 2025.

  39. 2025 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 | 108,972 | 87,178 | 359,454 | — | 2,614,152 | | W. Mark Humphrey | 53,958 | 26,979 | 26,850 | — | 232,006 | | Aaron D. Birnbaum | 138,858 | 37,029 | 122,065 | — | 1,058,381 | | Tamir Peres | 23,664 | 18,931 | 36,418 | — | 370,287 | | Christian J. Cunningham | 30,143 | 24,115 | 79,881 | — | 602,658 |

  40. 2025 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—$613,147; Mr. Humphrey—$37,375; Mr. Birnbaum—$153,071; Mr. Peres—$104,377; and Mr. Cunningham—$156,379. 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 involuntary termination without cause. Equity awards 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, 2025; (ii) all stock awards that vest were paid out at $148.38, the closing price of our common stock on December 31, 2025; (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 | — | 5,088,000 | — | — | 6,201,230 | — | | Continued Benefits(1) | — | 25,754 | — | — | 33,194 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 3,225,039 | 3,225,039 | 3,225,039 | 3,225,039 | — | | Payment for Outstanding PSUs(2) | — | 7,022,529 | 7,022,529 | 7,022,529 | 7,022,529 | — | | Total | — | 15,386,322 | 10,247,568 | 10,247,568 | 16,506,992 | — |

  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 | — | 1,080,000 | — | — | 2,044,577 | — | | Continued Benefits(1) | — | 17,319 | — | — | 36,266 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 233,996 | — | 579,721 | 579,721 | — | | Payment for Outstanding PSUs(2) | — | 844,727 | — | 1,286,009 | 1,286,009 | — | | Total | — | 2,201,042 | — | 1,865,730 | 3,971,573 | — |

  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 | — | 1,295,000 | — | — | 2,527,447 | — | | Continued Benefits(1) | — | 17,319 | — | — | 36,266 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 1,428,601 | 1,428,601 | 1,428,601 | 1,428,601 | — | | Payment for Outstanding PSUs(2) | — | 2,528,247 | 2,528,247 | 2,528,247 | 2,528,247 | — | | Total | — | 5,294,167 | 3,956,848 | 3,956,848 | 6,545,561 | — |

  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 | — | 936,250 | — | — | 1,863,863 | — | | Continued Benefits(1) | — | 18,359 | — | — | 38,632 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 239,634 | — | 588,475 | 588,475 | — | | Payment for Outstanding PSUs(2) | — | 1,113,295 | — | 1,629,806 | 1,629,806 | — | | Total | — | 2,332,538 | — | 2,218,281 | 4,145,776 | — |

  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 | — | 936,250 | — | — | 1,863,863 | — | | Continued Benefits(1) | — | 18,359 | — | — | 38,632 | — | | Outplacement | — | 25,000 | — | — | 25,000 | — | | Payment for Outstanding RSUs(2) | — | 588,475 | 588,475 | 588,475 | 588,475 | — | | Payment for Outstanding PSUs(2) | — | 1,294,319 | 1,294,319 | 1,294,319 | 1,294,319 | — | | Total | — | 2,862,403 | 1,882,794 | 1,882,794 | 3,810,289 | — |

  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 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.

  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 each year presented.

  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) | REBITDA(5) ($ in millions) | | | | | | | TSR ($) | Peer Group TSR(4) ($) | | | | 2025 | 8,289,126 | 6,813,016 | 2,479,708 | 2,182,904 | 241.37 | 216.96 | 1 | 1,679 | | 2024 | 6,921,392 | 7,704,669 | 1,928,059 | 2,082,473 | 409.92 | 274.69 | 211 | 1,483 | | 2023 | 6,117,875 | 7,991,958 | 1,725,898 | 2,118,720 | 316.95 | 241.73 | 347 | 1,345 | | 2022 | 6,321,515 | 2,178,124 | 1,973,604 | 763,246 | 274.39 | 176.87 | 330 | 1,176 | | 2021 | 5,630,292 | 30,180,615 | 1,849,928 | 7,648,347 | 320.76 | 214.43 | 224 | 866 |

  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

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | 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 Year | 4,215,655 | 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 Year | 369,244 | 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 |

  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. 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.

  58. Pay versus Performance Table

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | 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 Year | 1,113,236 | 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 Year | 71,408 | 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 |

  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, 2020 through and including the end of the fiscal year for each row in the table. (5) 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. 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 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 market practices. Ratio For 2025, •The median of the annual total compensation of all of our employees, other than Mr. Silber, was $98,269. •Mr. Silber’s annual total compensation was $8,301,040, which is the amount reported in the “Total” column of the 2025 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 was estimated to be 84 to 1. Identification of Median Employee As permitted under the SEC executive compensation disclosure rules, we have elected to use the same median employee for 2025 that was selected in 2024. We selected November 1, 2024, as the date on which we determined that median employee. As of that date, we had approximately 7,610 employees in the U.S. and Canada. In addition, we did not exclude any employees when determining the median employee in 2024 and approximately 6,950 employees in the United States and 660 employees in Canada were considered for identifying the median employee. We completed a significant acquisition during 2025, which increased the number of employees by approximately 2,500. Consistent with the SEC rules, we omitted those additional employees in providing this 2025 CEO pay ratio disclosure. As such, we determined that the use of the same median employee identified for fiscal year 2024 remains reasonable and appropriate for purposes of the 2025 CEO pay ratio disclosure. We intend to include the additional employees resulting from the acquisition, reassess and, if necessary, identify a new median employee for purposes of calculating the pay ratio for 2026. Our median employee was a full-time employee working in the United States. For 2025, we recalculated the median employee's annual total compensation in accordance with 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 2025 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 | 2025 Annual Non- Employee Director Compensation | | | | | Board | • Cash Retainer: | | | $90,000 | | | • RSU Grant: | | | $130,000 | | Audit | • Chair Fee: | $25,000 | • Member Fee: | $12,500 | | Compensation | • Chair Fee: | $15,000 | • Member Fee: | $7,500 | | Nominating and Governance | • Chair Fee: | $10,000 | • Member Fee: | $5,000 |

  64. PAY RATIO DISCLOSURE

    •Effective January 1, 2026, the Board cash retainer was increased to $95,000 and the Nominating and Governance Committee Chair fee was increased to $15,000. Effective as of the Annual Meeting, the RSU grant value increased to $145,000. •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. 2025 Non-Employee Director Compensation Table

    2025 Non-Employee Director Compensation Table For the year ended December 31, 2025, our non-employee directors received the compensation set forth below. Mr. Olin and Mr. Shannon did not serve as directors in 2025.

  66. 2025 Non-Employee Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | Patrick D. Campbell | 105,700 | 280,133 | 385,833 | | James H. Browning | 127,906 | 130,110 | 258,016 | | Shari L. Burgess | 102,907 | 130,110 | 233,017 | | Lorin Crenshaw(2) | 38,344 | — | 38,344 | | John M. Engquist | 33,994 | 149,486 | 183,480 | | Jean K. Holley | 114,157 | 130,110 | 244,267 | | Michael A. Kelly | 114,460 | 130,110 | 244,570 | | Rakesh Sachdev | 102,924 | 130,110 | 233,034 |

  67. 2025 Non-Employee Director Compensation Table

    (1) In 2025, each non-employee director was granted an award of RSUs that will vest on the day of the Annual Meeting. Mr. Browning, Ms. Burgess, Mr. Crenshaw, Ms. Holley, and Mr. Sachdev elected to defer their 2025 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, 2025 for the relevant assumptions used in calculating these amounts. As of December 31, 2025, each non-employee director had the following number of RSUs and phantom stock units outstanding with respect to the Company’s equity: Mr. Browning, 14,894 phantom stock units; Ms. Burgess, 5,997 phantom stock units; Mr. Campbell, 967 RSUs and 13,082 phantom stock units; Mr. Engquist, 1,123 RSUs; Ms. Holley, 14,338 phantom stock units; Mr. Kelly, 967 RSUs; and Mr. Sachdev, 4,488 phantom stock units. (2) On February 11, 2025, Lorin Crenshaw informed the Board of Directors of the Company of his intent not to stand for re-election to the Board of Directors at the 2025 annual meeting of stockholders.

  68. 2025 Non-Employee Director Compensation Table

    | PROPOSAL 3: Ratification of the Appointment of PricewaterhouseCoopers |

  69. 2025 Non-Employee Director Compensation Table

    Our Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026. 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 2026 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.