Cunningham Christian J – ‘4’ for 2/17/20 re: Herc Holdings Inc. – ‘EX-24’

On:  Wednesday, 2/19/20, at 4:47pm ET   ·   For:  2/17/20   ·   Accession #:  1127602-20-6459   ·   File #:  1-33139

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Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      3K 
                Securities by an Insider -- form4.xml/3.6                        
 2: EX-24       Power of Attorney (Public): Power of Attorney          2±    10K 

‘EX-24’   —   Power of Attorney (Public): Power of Attorney

LIMITED POWER OF ATTORNEY                                                       
FOR SECTION 16 REPORTING OBLIGATIONS                                            

Know all persons by these presents, that the undersigned hereby                 
constitutes and appoints                                                        
each of S. Wade Sheek, Sharon Petrosino and Derek Lively,                       
and each of them individually, as the undersigned?s true                        
and lawful attorney-in-fact, each with full power and authority as hereinafter  
described on behalf of and in the name, place and stead of the undersigned to:  

1.      execute, acknowledge, deliver and file Forms 3, 4 and 5                 
(including any amendments thereto)                                              
with respect to the securities of Herc Holdings Inc., a Delaware corporation    
(the ?Company?), with the United States Securities and Exchange Commission      
(the ?SEC?), any national securities                                            
exchanges and the Company, as considered necessary or advisable under           
Section 16(a) of the Securities Exchange Act of 1934 and the rules and          
regulations promulgated thereunder, as amended from time to time                
(the ?Exchange Act?);                                                           

2.      execute, acknowledge, deliver and file a Form ID and any other form     
required to be filed or submitted in accordance with Regulation S-T             
promulgated                                                                     
by the SEC (or any successor provision) in order to electronically file         
the forms identified above;                                                     

3.      seek or obtain, as the undersigned?s representative and on the          
undersigned?s behalf, information on transactions in the Company?s              
securities from any third party, including brokers, employee benefit plan       
administrators and trustees, and the undersigned hereby authorizes any such     
person to release any such                                                      
information to the attorney-in-fact and approves and ratifies any such          
release of information; and                                                     

4.      take any other action of any type whatsoever in connection with the     
foregoing which, in the opinion of such attorney-in-fact, may be of benefit     
to, in the best interest of,                                                    
or legally required by, the undersigned in connection with the foregoing.       

The undersigned acknowledges that:                                              

1. this Limited Power of Attorney authorizes, but does not require,             
such attorney-in-fact                                                           
to act in his or her discretion on information provided to such                 
attorney-in-fact                                                                
without independent verification of such information;                           

2. any documents prepared and/or executed by such attorney-in-fact on behalf    
of the undersigned                                                              
pursuant to this Limited Power of Attorney will be in such form                 
and will contain such information and disclosure as such attorney-in-fact,      
in his or her discretion, deems necessary or desirable;                         

3. neither the Company nor such attorney-in-fact assumes (i) any liability      
for the undersigned?s                                                           
responsibility to comply with the requirements of the Exchange Act,             
(ii) any liability of the undersigned for any failure to comply with such       
requirements, or                                                                
(iii) any obligation or liability of the undersigned for profit                 
disgorgement under Section 16(b) of the Exchange Act; and                       

4. this Limited Power of Attorney does not relieve the undersigned              
from responsibility                                                             
for compliance with the undersigned?s obligations under the Exchange Act,       
including without limitation the reporting requirements under Section 16        
of the Exchange Act.                                                            

The undersigned hereby gives and grants each of the foregoing     
attorneys-in-fact full                                                          
power and authority to do and perform each and every                            
act and thing whatsoever requisite, necessary or appropriate to be              
done concerning                                                                 
the foregoing matters as fully to all intents and purposes as the               
undersigned might or could do if present, hereby ratifying all that             
each such attorney-in-fact of,                                                  
for and on behalf of the undersigned, shall lawfully                            
do or cause to be done by virture of this Limited Power of Attorney.            

  This Limited Power of Attorney supersedes any and all powers of attorney
previously granted with regard to the aforementioned; provided,               
however, that any action or actions taken prior hereto pursuant to such         
superseded powers shall not be deemed to be unauthorized by virtue of           
this document.                                                                  

This Limited Power of Attorney shall remain in full force and effect  
until the undersigned is no longer required to file any forms                   
pursuant to Section 16 of the Exchange Act with respect to the                  
undersigned?s holdings of and transactions in securities issued by              
the Company, unless earlier revoked by the undersigned in a signed writing      
delivered to each such attorney-in-fact.                                        

IN WITNESS WHEREOF, the undersigned has caused this             
Limited Power of Attorney to be executed as of this 19th day of February, 2020. 

                                        /s/ Christian Cunningham
                                          Name: Christian Cunningham

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