On May 17, 2018, the Herc Holdings Inc. 2018 Omnibus Incentive Plan (the "2018 Omnibus Plan") was approved and provides for grants of both equity and cash awards, including non-qualified stock options, incentive stock options, stock appreciation rights, performance awards (shares and units), restricted awards (shares and units) and deferred stock units to key executives, employees, non-management directors and non-employee consultants. The total number of common shares authorized for issuance under the 2018 Omnibus Plan is 2,200,000, of which approximately 1,140,000 remains available as of December 31, 2024 for future incentive awards.

Stock-based compensation awards are measured on their grant date using a fair value method and are recognized in the statement of operations over the requisite service period. The Company's stock-based compensation expense is included in “Selling, general and administrative” expense in the Company's consolidated statements of operations.

As of December 31, 2024, there was $16 million of total unrecognized compensation cost related to non-vested restricted stock units ("RSUs") and performance stock units ("PSUs"). The total unrecognized compensation cost is expected to be recognized over the remaining 1.4 years, on a weighted average basis, of the requisite service period that began on the grant dates.

All stock options granted had a per-share exercise price of not less than the fair market value of one share of common stock on the grant date. Stock options vested based on a minimum period of service or the occurrence of events (such as a change in control, as defined in the 2018 Omnibus Plan). No stock options were exercisable after ten years from the grant date. There were no stock options granted during 2024, 2023 or 2022.


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions of dollars)
Outstanding at December 31, 2023	14,484	$	64.96
Granted	—	—
Exercised	(14,484)	64.96
Forfeited or expired	—	—
Outstanding at December 31, 2024	—	$	—
Expected to Vest at December 31, 2024	—	$	—	—	$	—
Exercisable at December 31, 2024	—	$	—	—	$	—


	Years Ended December 31,
	2024		2023		2022
Aggregate intrinsic value of stock options exercised	$	2	$	7	$	1
Cash received from the exercise of stock options	2		3		—
Tax benefit realized on exercise of stock options	—		2		—

PSUs will vest based on the achievement of pre-determined performance goals over performance periods determined by the Company's Compensation Committee. Each of the units granted represent the right to receive one share of the Company's common stock on a specified future date. Compensation expense for PSUs is based on the grant date fair value and is recognized ratably over the approved vesting period. In addition to the service vesting condition, the PSUs have an additional vesting condition which stipulates the number of units to be awarded being based on the achievement of certain performance measures over the applicable measurement period and can range from 0% to 200% of the target.


	Units	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2023	188,758	$	123.21
Granted	68,848	148.01
Vested	(153,169)	77.10
Performance change	70,509	77.10
Forfeited	(873)	129.16
Nonvested at December 31, 2024	174,073	$	154.89

The weighted average per share grant-date fair values of PSUs granted during 2024, 2023 and 2022 were $148.01, $155.80 and $164.43, respectively. The total fair value of PSUs that vested during 2024, 2023 and 2022 were $12 million, $13 million and $5 million, respectively.

Almost all PSUs granted in 2024, 2023 and 2022 include vesting conditions based on the achievement of the Company's return on invested capital ("ROIC") and average rental adjusted EBITDA performance measured over a three-year period starting from the year of grant.

RSUs granted under the 2018 Omnibus Plan will vest based on a minimum period of service or the occurrence of events (such as a change in control, as defined in the 2018 Omnibus Plan) specified by the Compensation Committee. Compensation expense for RSUs is based on the grant date fair value and is recognized ratably over the vesting period which generally ranges from one year to three years.


	Units	Weighted Average Grant Date Fair Value
Nonvested at December 31, 2023	200,139	$	123.82
Granted	108,138	152.88
Vested	(81,543)	125.03
Forfeited	(2,353)	150.68
Nonvested at December 31, 2024	224,381	$	137.10

The weighted average per share grant date fair values of RSUs granted during 2024, 2023 and 2022 were $152.88, $150.58 and $155.68, respectively. The total fair value of RSUs that vested during 2024, 2023 and 2022 was $10 million, $9 million and $9 million, respectively.