Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 28, 2023, United Rentals, Inc. (the “Company”) announced that Dale Asplund will voluntarily resign as the Company’s Executive Vice President and Chief Operating Officer and depart from the Company effective September 29, 2023. Michael Durand, the Company’s Senior Vice President of Sales and Operations, will assume the role of Chief Operating Officer on such date.
Mr. Durand, 49, joined the Company in 2002 as a Branch Manager and has held roles of increasing scope through the present day. Most recently, he served as Senior Vice President of Operations from November 2015 to September 2020, and since then has been serving as Senior Vice President of Sales and Operations.
On August 28, 2023, the Company entered into an employment agreement with Mr. Durand, effective as of September 29, 2023 (the “Employment Agreement”), in connection with his appointment as Chief Operating Officer.
The Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) has approved an annual base salary rate of $600,000 for Mr. Durand and a bonus target of 90% of base salary, effective as of September 29, 2023. His target bonus for 2023 will be calculated using base salaries and bonus target percentages for the year, on a prorated basis, considering the effective date of changes during the year.
In recognition of Mr. Durand’s promotion, the Compensation Committee also approved
a one-time
grant of restricted stock units (the “RSUs”) to be granted on September 29, 2023 under the Company’s 2019 Long Term Incentive Plan having an aggregate grant date fair value of $500,000. The RSUs will cliff vest on the third anniversary of such grant, subject to continued employment through such date.
In the event that Mr. Durand is terminated by the Company without “cause” or resigns for “good reason” (each as defined in the Employment Agreement), Mr. Durand will be entitled to (i) accrued base salary, vacation and unpaid expenses through the date of termination, (ii) COBRA continuation coverage paid by the Company through the earlier of (a) 12 months following his date of termination and (b) the date Mr. Durand becomes eligible for coverage under a third party’s group health plan and (iii) an amount equal to 100% of base salary and 100% of Mr. Durand’s target annual incentive opportunity, to be paid during
the 12-month
period following the termination date every two weeks in installments equal to 1/26
th
of such amount. The Employment Agreement provides that the payment of any amounts following termination of Mr. Durand’s employment (other than payments required by law) is contingent upon and subject to Mr. Durand’s execution and
non-revocation
of a release of claims.
Mr. Durand is subject to indefinite confidentiality
and non-disparagement restrictions
and 12-month
post-termination non-competition
and non-solicitation
covenants. The foregoing summary of Mr. Durand’s Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is filed herewith as Exhibit 10.1 and incorporated by reference herein in its entirety.
Mr. Durand does not have any family relationships with any of the Company’s directors or executive officers and is not party to any transactions listed in Item 404(a) of Regulation
S-K.
There are no arrangements or understandings between Mr. Durand and any other persons pursuant to which he was selected as an officer.
A copy of the Company’s press release relating to the transition is being furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.