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The Board believes it is important to retain flexibility to allocate the responsibilities of the offices of the Chair of the Board and Chief Executive Office (“CEO”) in a manner that is in the best interests of the Company, including the flexibility to determine whether these offices should be combined or separate. The Board believes the decision as to who should serve as Chair and CEO, and whether the offices should be combined or separate, should be assessed periodically by the Board, and the Board should not be constrained by a rigid policy mandating the structure of such positions. The Board currently believes the most effective and efficient leadership structure is for an independent director to serve as the non-executive Chair of the Board (“Independent Non-Executive Chair”). Mr. Campbell currently serves as the Independent Non-Executive Chair of the Board.

The Board believes that the current leadership structure benefits the Company by delineating roles of management and oversight over management. Our CEO and his management team provide the overall strategy and day-to-day leadership for our Company, and the Board, along with the Independent Non-Executive Chair, provides oversight and evaluates the performance of management. The Independent Non-Executive Chair, in consultation with the CEO, has responsibility for chairing and determining the length and frequency of Board meetings as well as setting the agenda for such meetings. The Independent Non-Executive Chair also sets the agenda for and chairs the Board’s regularly-scheduled executive sessions in which management (other than Mr. Silber) does not participate. The Board also holds regular executive sessions where only our independent directors attend. The Independent Non-Executive Chair (or, in his absence, another independent director selected by the independent directors present at such executive session) presides over the executive sessions to facilitate the discussion. In addition, the Independent Non-Executive Chair also significantly assists in evaluating and in setting the compensation of our CEO by conferring with other independent members of the Board regarding our CEO’s performance.

Our Board has determined that each director nominee, other than Mr. Silber, our President and Chief Executive Officer,CEO, is “independent” under our standards for determining director independence, which are specified in Annex A to our Corporate Governance Guidelines. These standards for determining director independence are consistent with the federal securities laws and applicable New York Stock Exchange (“NYSE”) listing standards. The Board also determined that Mr. Herbert L. Henkel, Mr. LouisJonathan Frates, Hunter C. Gary, Jacob M. Katz, Andrew N. Langham, Steven D. Miller and Andrew J. Pastor and Mr. Nicholas F. Graziano,Teno, each of whom served as a director during 2020,2022, were also independent.

In recommending to the Board that each of those directors be classified as independent, the Nominating and Governance Committee considered whether there were any facts or circumstances that might impair the independence of each of those persons including, with respect to Messrs. Frates, Pastor, Graziano, Langham and Teno, the agreements described in “Certain Relationships and Related Person Transactions –– Agreements with Carl C. Icahn.”persons.

Our Board has fourthree standing committees – the Audit Committee, the Compensation Committee, the Finance Committee and the Nominating and Governance Committee. Each committee has a written charter. Each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee meets the independence and eligibility standards necessary for service on such committee pursuant to our Corporate Governance Guidelines, the respective charter of each committee and the relevant federal securities laws and NYSE listing standards. Similarly, each member of the Finance Committee meets the director independence standards established by the NYSE listing standards. Our Board has designated Messrs. Browning and KatzSachdev and Ms. Burgess as “audit committee financial experts.”

Our Board actively oversees the development and execution of our strategies. These strategies encompass both financial and operational strategies, as well as strategies focused on capital allocation, talent development and executive succession, legal, strategic investments, and strategic investments.sustainability, including climate risk. Over the course of the year, management and our Board discuss the development and execution of our strategic plans as well as events that bear upon those plans. Our Board further monitors strategic execution through standing presentations at regular Board and Committee meetings and communications from management in between meetings.

The Board oversees our risk management with a focus on the most significant risks we face, including strategic, operational, financial and legal compliance risks. The Board’s risk oversight process builds upon management’s risk assessment and mitigation processes, which include an enterprise risk management program, regular internal management disclosure committee meetings, a code of conduct that applies to all employees, executives and directors, an ethics and compliance program and comprehensive internal audit processes. The Board’s risk oversight role also includes the selection and oversight of the independent auditors. The Board implements its risk oversight function both as a Board and through delegation to Board committees, which meet regularly and report back to the Board. The Board has delegated the oversight of specific risks to Board committees that align with their functional responsibilities.

Our enterprise risk management process helps us identify, prioritize and manage risks that have the potential to present the most significant obstacles to achieving business objectives. Our enterprise-wide risk management (“ERM”) committee, comprised of members of senior management, including our Chief Executive Officers,Officer, Chief Financial Officer, Chief Human Resources Officer, Chief Information Officer, Chief Information Security Officer, Chief Legal Officer, Vice PresidentSenior Director of Internal Audit and Chief Compliance Officer, meets regularly to oversee this process and efforts undertaken to identify and manage the most significant risks we face. Our Vice PresidentSenior Director of Internal Audit reports annually to our Board on this process.

Our Board, directly or through its Committees, also oversees management of the following risk areas:

In 2020,2022, we conducted a review of the risk profile of our compensation policies and practices. Meridian Compensation Partners, LLC (“Meridian”),FW Cook, as independent compensation advisor to the Compensation Committee, with the assistance of management, prepared a risk profile assessment of our compensation policies and practices and presented the findings to the Compensation Committee. Based in part on such assessment, the Compensation Committee determined that our executive compensation policies and practices, in conjunction with our existing processes and controls, are not reasonably likely to have a material adverse effect on us.

The Nominating and Governance Committee has the responsibility for identifying, evaluating and making recommendations about nominees to the Board. The Nominating and Governance Committee:

Each director nominee standing for election at the Annual Meeting is a current director and was elected at the 20202022 annual meeting of stockholders, other than Ms. Burgess who was elected to the Board on December 3, 2020 and Mr. Teno who was elected to the Board of Directors on February 15, 2021.stockholders.

The Nominating and Governance Committee, when making recommendations to the Board regarding director nominations, assesses the overall performance of the Board, and when re-nominating incumbent Board members or nominating new Board members, evaluates the potential candidate’s ability to make a positive contribution to the Board’s overall function. Candidates recommended by stockholders are evaluated in the same manner as candidates identified by other means.

The Nominating and Governance Committee considers the actual performance of incumbent Board members over the previous year, as well as whether the Board has an appropriately diverse membership. The Nominating and Governance Committee also takes into consideration any written arrangements for director nominations to which we are a party, including the Nomination and Standstill Agreement we entered into with Carl C. Icahn, described under “Certain Relationships and Related Person Transactions –– Agreements with Carl C. Icahn.”party. The particular experience, qualifications, attributes and skills of the potential candidate are assessed by the Nominating and Governance Committee to determine whether the potential candidate possesses the professional and personal experiences and expertise necessary to enhance the Board. Based on this assessment, the Nominating and Governance Committee makes recommendations to the Board regarding director nominees. In its assessment of director nominees, the Nominating and Governance Committee does not take a formulaic approach, but rather considers each prospective nominee’s diversity in perspectives, personal and professional experiences and background and ability. In making director nominations, the Nominating and Governance Committee takes into account the overall diversity of the Board and evaluates the Board in light of, among other things, the attributes discussed in the section titled “Policy on“Board Diversity” below.

The Board and each Committee conductsthe Board Committees are committed to using the evaluation process as an annual self-evaluation to determine whether it is functioning effectively.important tool for promoting effectiveness and continuous improvement. The Nominating and Governance Committee oversees the self-evaluation process, including developing the annual written questionnaire todetermination of whether the evaluation process will be completed by each Board member. Topics coveredled by the questionnaireChair of the Board or an independent third party. In 2022, the Board and Committee evaluation process was led by the Chair using a written evaluation format. The written evaluations are completed anonymously.

The topics the evaluation process reviews include roles and responsibilities, structure of Board Committees, access to information and Company employees, and meeting materials. The Chaircomposition of the Board reviewsand Board Committees, oversight of business strategy, corporate governance, Board culture, succession planning, leadership, risk management and content and quality of materials. The results of the responses to the questionnairesevaluation process are reviewed and discusses the resultsdiscussed with the Board and each Committee in executive session.Committee. The self-evaluation process provides the Board and each Committee with actionable feedback to enhance its performanceconsider the results and effectiveness.ways in which the Board and Committee processes and effectiveness may be enhanced.

Succession Planning

We believe that providing for continuity of leadership at both the Board and at the senior management level is critical to our success and we place a high priority on robust talent development. The Board regularly reviews long-term succession plans for the CEO. With the assistance of the CEO and our Senior Vice President - Chief Human Resources Officer, the Compensation Committee, at least annually, formally reviews the performance of the members of senior management and succession plans for those members, including reviewing the qualifications, experience, development plans and progress of internal CEO and senior management candidates. Further, we provide opportunities for the directors to engage with key talent and employees at various levels.

The Nominating and Governance Committee regularly evaluates the composition of the Board and succession plans. The Committee considers the needs of the Board and the Company in light of the overall composition of the Board with a view of achieving a balance of skills, experience and attributes that would contribute to the Board’s overall effectiveness and oversight of management. In addition, an evaluation of the Board, its effectiveness and its needs is part of the Board’s annual self-evaluation process.

Policy onBoard Diversity

The Corporate Governance Guidelines and the Nominating and Governance Committee charter identify a number of factors, including diversity, that the Nominating and Governance Committee will consider when evaluating directors. The Nominating and Governance Committee interprets diversity broadly to mean a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as international and multicultural experience and understanding, as well as other differentiating characteristics, including race,gender, ethnicity and gender. race. We believe that our Board's current diverse mix ensures a strong, engaged set of directors who are empowered to oversee and strategically advise management.

The Board has threenominated seven director nominees to stand for election at the annual meeting. The following charts highlight the diversity characteristics of the director nominees.

We value the experience directors whobring from other boards on which they serve, but recognize that those boards may also present demands on a director’s time and availability. Accordingly, our Corporate Governance Guidelines limit a director's service on other public company boards as follows:

Directors are women.required to inform the Nominating and Governance Committee when they join another board so the Committee may consider whether the director's new commitment presents a conflict, gives rise to other legal issues, or otherwise

Director Resignation

The Board generally will not nominate a non-management director for election at an annual meeting if that person has reached age 72.75.

In accordance with our By‑Laws and Corporate Governance Guidelines, each director has submitted, or upon his or her nomination will submit, a contingent resignation to the Chair of the Nominating and Governance Committee. The resignation will become effective only if the director fails to receive a sufficient number of votes for election or re-election and the Board accepts the resignation. The Nominating and Governance Committee will consider the resignation and recommend to the Board of Directors whether to accept or reject the resignation. The Board of Directors will act on the recommendation and publicly disclose its decision, along with its rationale, within 90 days from the date of the certification of the election results. In making its decision, the Nominating and Governance Committee and the Board of Directors will evaluate the best interests of the Company and the stockholders and will consider all factors and information they deem relevant. In the event of a contested director election, a plurality voting standard will apply.

Board Meetings and Annual Meeting Attendance

Our Board met six times in 2020.2022. In 2020,2022, each director nominee attended over 88%100% of the meetings of the Board and committeesCommittees on which he or she served during the applicable period of service. Director attendance at annual meetings of stockholders is encouraged. Each director nominee then in office attended the 20202022 annual meeting of stockholders.

Director Stock Ownership Guidelines

Our independent directors are required to meet certain stock ownership guidelines. We believe this further aligns directors’ interests with those of our stockholders. Under these guidelines, the independent directors are expected over a period of five years from the date they are elected as an independent director or are otherwise determined to be independent, to acquire and hold a number of shares of our common stock equivalent to five times their base annual cash retainer, currently $400,000.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines that establish a common set of expectations to assist the Board and committeesCommittees in performing their duties. The Corporate Governance Guidelines includes policies regarding director independence, the retirement age of directors, simultaneous service on other boards and committees of othersother boards, continuing education of directors and substantial changes relating to a director’s affiliation, position of principal employment or other board membership. Among other things, the Corporate Governance Guidelines establish responsibilities for meeting preparation and participation, and the evaluation of our financial performance and strategic planning.

Stockholders and other interested parties who wish to contact any of our directors or any group of directors may send written correspondence to: Herc Holdings Inc., 27500 Riverview Center Blvd., Bonita Springs, Florida 34134, Attention: Corporate Secretary.

Communications addressed to directors that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the office of the Corporate Secretary. Depending upon the nature of the communication and to whom it is directed, the Corporate Secretary will: (a) forward the communication, either in summary form or a copy of the communication, to the appropriate director or directors; (b) forward the communication to the relevant department within the Company; or (c) attempt to handle the matter directly (for example, a communication dealing with a share ownership matter).

We are offering you a non-binding, advisory vote to approve the compensation of our named executive officers (“NEOs”).

As detailed in the Compensation Discussion and Analysis, we have designed our compensation programs, among other things, to:

Accordingly, you may cast an advisory vote on the following resolution at the 20212023 annual meeting:

The effect of this vote is advisory only and non-binding. The Board and Compensation Committee will consider the results of the vote in making future decisions regarding our NEOs’ compensation. The Board values the opinions of our stockholders and is committed to considering their opinions in making decisions.

Executive Summary

Salary