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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
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[ ]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[x]
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Definitive Proxy Statement
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[ ]
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Definitive Additional Materials
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[ ]
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Soliciting Material Pursuant to §240.14a-12
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HERTZ GLOBAL HOLDINGS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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[x]
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No fee required.
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[ ]
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1
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)
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Title of each class of securities to which transaction applies:
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(2
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)
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Aggregate number of securities to which transaction applies:
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(3
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)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4
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)
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Proposed maximum aggregate value of transaction:
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(5
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)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials.
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[ ]
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1
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)
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Amount Previously Paid:
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(2
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)
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Form, Schedule or Registration Statement No.:
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(3
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)
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Filing Party:
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(4
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)
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Date Filed:
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Time and Date:
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10:30 AM (Eastern Time), on Friday,
May 24, 2019
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Location:
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Hertz Worldwide Headquarters, located at 8501 Williams Road, Estero, Florida 33928
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Record Date:
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April 1, 2019
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1.
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Election of the eight nominees identified in the accompanying proxy statement to serve as directors until the next annual meeting of stockholders;
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2.
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Approval of the amended and restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan, including an increase in the number of shares reserved for issuance by 2,490,000;
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3.
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Ratification of the selection of Ernst & Young LLP as the Company’s independent registered certified public accounting firm for 2019;
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4.
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Approval, by a non-binding advisory vote, of the named executive officers’ compensation; and
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5.
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Transaction of any other business that may properly be brought before the 2019 Annual Meeting.
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ü
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The Board of Directors recommends a vote
"FOR"
each of Proposals 1, 2, 3 and 4.
|
Who Can Vote
|
|
Only holders of record of the Company’s common stock at the close of business on April 1, 2019 will be entitled to vote at the 2019 Annual Meeting. You may vote with respect to the matters described in the proxy statement by following the instructions set forth in the Notice of Internet Availability of Proxy Materials (the “Notice”) or through the procedures described in this proxy statement.
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Date of Mailing
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This proxy statement and accompanying materials were filed with the Securities and Exchange Commission on April 5, 2019, and we expect to first send the Notice to stockholders on or about April 10, 2019.
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held May 24, 2019
The Notice of the 2019 Annual Meeting and Proxy Statement and the
2018 Annual Report to Stockholders are available at www.proxyvote.com
|
Contents
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2018 Say-on-Pay Advisory Vote on Executive Compensation
|
36
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How We Evaluate Director Nominees
|
1
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Key Features of Our Executive Compensation Program
|
37
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Director Nominees
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1
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2018 Target Pay Mix for NEOs
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37
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Director Election Standards
|
1
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Summary of Annual Compensation Decision-Making Process
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38
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Components of Our Executive Compensation Program
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40
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Director Independence
|
8
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Other Compensation Elements
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49
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Board Evaluation Process
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8
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Clawback Policy
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49
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Director Orientation and Education
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9
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Stock Ownership Guidelines and Hedging Policy
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50
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Meetings and Committees of the Board of Directors
|
9
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Policies on Timing of Equity Awards
|
50
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Roles and Responsibilities of the Board Committees
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10
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Tax and Accounting Considerations
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50
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Risk Oversight
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11
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Stockholder Communications with the Board
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12
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Director Nominations
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12
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Policy on Diversity
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12
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Director Search
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12
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Corporate Governance Guidelines
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13
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Our Board Leadership
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13
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2018 Pension Plan Table
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60
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Certain Relationships and Related Party Transactions
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13
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Indemnification Agreements
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15
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Corporate Responsibility
|
16
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Determination of Non-Employee Director Compensation
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18
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Annual Non-Employee Director Compensation
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18
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Required Vote to Approve the Proposal
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21
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Stockholders Entitled to Vote at the Annual Meeting
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72
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Summary of the Amended Plan
|
21
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Voting Procedures
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72
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Procedures for Attending and Voting at the 2019 Annual Meeting
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72
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Required Vote to Approve the Proposal
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29
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Notice of Internet Availability of Proxy Materials
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72
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Voting Options; Quorum
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72
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Revocation of Proxies
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73
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Solicitation of Proxies
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73
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Additional Information
|
73
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Effect of Proposal
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33
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Other Business
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73
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Required Vote to Approve the Proposal
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33
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
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74
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Executive Summary
|
34
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Proposals for 2020 Annual Meeting of Stockholders
|
74
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2018 Financial and Operational Highlights
|
34
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2018 Annual Report
|
74
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Key Features of 2018 Executive Compensation Program
|
36
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Compensation Philosophy
|
36
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Stockholder Input on Our Compensation Programs
|
36
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Defined Terms
|
•
|
“
2018
Annual Report” means the Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2018
.
|
•
|
"
2019
Annual Meeting" means the
2019
annual meeting of our stockholders.
|
•
|
“Adjusted Corporate EBITDA” is a non-GAAP measure. For the definition of "Adjusted Corporate EBITDA" and its reconciliation to its most comparable GAAP measure see Annex A to this proxy statement.
|
|
i
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Contents and Defined Terms
|
•
|
"Adjusted Corporate EBITDA Margin" is a non-GAAP measure. For the definition of “Adjusted Corporate EBITDA Margin” see Annex A to this proxy statement.
|
•
|
“Adjusted Net Income (Loss)” is a non-GAAP measure. For the definition of "Adjusted Net Income (Loss)" and its reconciliation to its most comparable GAAP measure see Annex A to this proxy statement.
|
•
|
"All Other Operations" means the reportable segment comprised primarily of the Company's Donlen business and the Company's other business activities, which comprise less than 1% of revenues and expenses of the segment.
|
•
|
“Board” means the Board of Directors of the Company.
|
•
|
“common stock” means the common stock of the Company.
|
•
|
"Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
|
•
|
“Company” means Hertz Global Holdings, Inc., which was formerly known as Hertz Rental Car Holding Company, Inc. until June 30, 2016, and “we,” “us” and “our” mean the Company and its consolidated subsidiaries.
|
•
|
"Donlen" means Donlen Corporation, a consolidated subsidiary of the Company. Donlen conducts our vehicle leasing and fleet management services.
|
•
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“former Hertz Holdings” means Hertz Global Holdings, Inc., which was renamed Herc Holdings Inc. on June 30, 2016 in connection with the Spin-Off.
|
•
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"GAAP" means accounting principles generally accepted in the U.S.
|
•
|
“Gross EBITDA” is a non-GAAP measure. For for the definition of "Gross EBITDA" and its reconciliation to its most comparable GAAP measure see Annex A to this proxy statement.
|
•
|
“Hertz” means The Hertz Corporation, our primary operating company.
|
•
|
"International RAC" means our international rental car reportable segment.
|
•
|
"NYSE" means the New York Stock Exchange.
|
•
|
"Options" shall have the meaning assigned to it in the Amended Plan attached as Annex B hereto.
|
•
|
"Performance Stock Units" shall have the meaning assigned to it in the Amended Plan attached as Annex B hereto.
|
•
|
"Restricted Stock Units" shall have the meaning assigned to it in the Amended Plan attached as Annex B hereto.
|
•
|
"SEC" means the U.S. Securities and Exchange Commission.
|
•
|
“Spin-Off” means the separation of former Hertz Holdings’ car rental business from the equipment rental business through a reverse spin-off, which was completed on June 30, 2016.
|
•
|
"U.S." means the United States of America.
|
•
|
"U.S. RAC" means the U.S. rental car reportable segment.
|
|
ii
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
How We Evaluate Director Nominees
|
Director Nominees
|
Director Election Standards
|
ü
|
The Board of Directors recommends that stockholders vote
"FOR"
the election of each of the following nominees.
|
|
1
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Election of Directors (Proposal 1)
|
Henry R. Keizer
, Independent Non-Executive Chair
|
David A. Barnes
|
|
2
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Election of Directors (Proposal 1)
|
SungHwan Cho
|
|
3
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Election of Directors (Proposal 1)
|
Vincent J. Intrieri
|
Kathryn V. Marinello
|
|
4
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Election of Directors (Proposal 1)
|
Anindita Mukherjee
|
|
5
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Election of Directors (Proposal 1)
|
Daniel A. Ninivaggi
|
Kevin M. Sheehan
|
|
6
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Election of Directors (Proposal 1)
|
|
7
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Director Independence
|
Board Evaluation Process
|
|
8
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
Step 1
Annual Board and committee evaluations
|
The Board engaged an independent external advisor specializing in corporate governance to coordinate the Board’s self-assessment by its members. The advisor provided a list of questions to each director and then performed one-on-one confidential interviews with each of the directors.
|
Step 2
Initial Report
|
The independent external advisor prepared and presented a report to the Chair of the Nominating and Governance Committee and Chair of the Board that aggregated and summarized the findings of the advisor based on the interviews that were conducted. All responses from directors during the self-assessment were kept confidential and anonymous. The report also discussed governance trends that the Board may want to take into consideration.
|
Step 3
Board and committee review
|
The aggregated results and summary of the Board’s self-assessment are presented to the Board for its review and discussion at a full Board meeting, at which time the Board considers what, if any, actions might be implemented to enhance future performance of the Board. In addition, each of the committees discusses the results of its self-assessment and any actions that might be taken to improve the committee’s future performance. The Nominating and Governance Committee considers the results of the self-assessment process when it periodically evaluates the size, structure and composition of the Board, as well as the role, composition and allocation of responsibilities among Board committees.
|
Director Orientation and Education
|
Meetings and Committees of the Board of Directors
|
Director
|
Audit Committee
|
Compensation Committee
|
Nominating and Governance Committee
|
Financing Committee
|
Technology Committee
|
Henry R. Keizer*
|
C
|
|
l
|
l
|
|
David A. Barnes*
|
l
|
l
|
l
|
|
C
|
SungHwan Cho
|
|
l
|
|
l
|
l
|
Vincent J. Intrieri*
|
l
|
|
C
|
C
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|
Kathryn V. Marinello**
|
|
|
|
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Anindita Mukherjee
|
l
|
l
|
|
|
l
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Daniel A. Ninivaggi
|
|
C
|
l
|
|
l
|
Kevin M. Sheehan
|
|
|
|
l
|
l
|
Number of 2018 Meetings
|
4
|
6
|
12
|
10
|
5
|
|
9
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
Roles and Responsibilities of the Board Committees
|
Compensation Committee
|
|
Qualifications:
● Each member of the Compensation Committee is required to meet all independence requirements of the NYSE Corporate Governance Standards and applicable law.
● Each member of the Compensation Committee is required to be an “outside director” as determined pursuant to Section 162(m) of the Code and a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.
|
Primary Responsibilities:
● Oversees our compensation and benefit policies, generally.
● Evaluates the performance of our CEO as related to all elements of compensation, as well as the performance of our senior executives.
● Approves and recommends to our Board all compensation plans for our senior executives.
● Approves the short-term compensation and equity award grants to our senior executives under our incentive plans (both subject, in the case of our CEO, if so directed by the Board, to the final approval of a majority of independent directors of our Board).
● Prepares reports on executive compensation required for inclusion in our proxy statement.
● Reviews our management succession plan.
|
|
10
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
Financing Committee
|
|
Qualifications:
● Each member of the Financing Committee is required to meet all independence requirements of the NYSE Corporate Governance Standards and applicable law.
● Each member of the Financing Committee is required to be an “outside director” as determined pursuant to Section 162(m) of the Code and a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.
|
Primary Responsibilities:
● Reviews and approves our capital markets and financing plans, including our debt, equity or other financing arrangements (including refinancing activity).
● Reviews the material terms and conditions of our long-term debt and equity financings and issuances, including with respect to bank loans, letter of credit facilities, collateral security or pledge agreements, promissory notes, commercial paper and guarantees.
● Reviews our dividend policy and approves the amount and frequency of any dividends.
● Reviews and approves the amount and frequency of dividends, swaps and other transactions.
● Reviews with management the financial considerations relating to pension and retirement plans.
|
Technology Committee
|
|
Qualifications:
● Each member of the Technology Committee is required to meet all independence requirements of the NYSE Corporate Governance Standards and applicable law.
|
Primary Responsibilities:
● Evaluates technology-related systems architecture for consistency with our organizational structure, strategy and business objectives.
● Evaluates the progress of technology projects and systems architecture alternatives.
● Evaluates the capacity, performance, reliability and competitiveness of our technology-related systems.
● Reviews the technology budget for alignment with our strategy and goals and makes recommendations to the Board for technology-related investments.
● Evaluates the effectiveness of technology systems relative to customer service capabilities and performance.
● Monitors the quality and effectiveness of our cybersecurity initiatives.
|
Risk Oversight
|
|
11
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
Stockholder Communications with the Board
|
Director Nominations
|
Policy on Diversity
|
Director Search
|
|
12
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
Corporate Governance Guidelines
|
●
|
Review candidates’ qualifications for membership on the Board based on the criteria approved by the Board and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under law or the NYSE Corporate Governance Standards for committee membership purposes;
|
●
|
In evaluating current directors for re-nomination to the Board, assess the performance and independence of such directors; and
|
●
|
Periodically review the composition of the Board in light of the current challenges and needs of the Board and the Company, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background, experience and independence.
|
Our Board Leadership
|
Certain Relationships and Related Party Transactions
|
|
13
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
●
|
When a Board member or a member of his or her family takes actions or has interests that may make it difficult for the Board member to make decisions on behalf of the Company objectively and effectively;
|
●
|
Where a Board member or a member of his or her family has a financial interest in, or is engaged, directly or indirectly, in the management of an organization that deals with the Company as a supplier, contractor, purchaser or distributor of the Company’s products or services, or is a competitor; and
|
●
|
Where a Board member renders services to another organization or individual as an employee, agent, consultant or director if the organization or individual is doing or seeking to do business with the Company or is a competitor.
|
●
|
Agreements with the Icahn Group.
In June 2016, the Company entered into a confidentiality agreement (the “Confidentiality Agreement”) with Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., Vincent J. Intrieri, Samuel J. Merksamer and Daniel A. Ninivaggi (collectively, the “Icahn Group”). Pursuant to the Confidentiality Agreement, Vincent J. Intrieri, Daniel A. Ninivaggi and SungHwan Cho, each of whom was appointed as a director of the Company, are permitted to disclose confidential information to representatives of the Icahn Group. Until the date that the Icahn Group no longer has a designee on our Board, the Icahn Group agrees to vote all of its shares of common stock in favor of the election of all of our director nominees at each annual or special meeting of the Company.
|
|
14
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
●
|
Transactions and Agreements with Former Hertz Holdings.
In June 2016, Hertz entered into a master loan agreement with the Company at an interest rate based on the U.S. Dollar LIBOR rate plus margin (the “2016 Master Loan”) and advanced the Company $102 million under the agreement during the year ended December 31, 2016.
|
●
|
Other Relationships.
In connection with its vehicle rental businesses, the Company enters into millions of rental transactions every year involving millions of customers. In order to conduct those businesses, the Company also procures goods and services from thousands of vendors. Some of those customers and vendors may be affiliated with members of the Board. The Company believes that all such rental and procurement transactions involved terms no less favorable to the Company than those that it believes would have been obtained in the absence of such affiliation. Our Nominating and Governance Committee oversees compliance through our Standards of Business Conduct, reviews conflicts of interest involving directors and determines whether to approve each transaction that involves the Company or any of its affiliates, on one hand, and (directly or indirectly) a director or member of his or her family or any entity managed by any such person, on the other hand.
|
Indemnification Agreements
|
|
15
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
Corporate Responsibility
|
|
16
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Corporate Governance
|
|
17
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Determination of Non-Employee Director Compensation
|
Annual Non-Employee Director Compensation
|
|
18
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Director Compensation
|
Name
|
Fees Earned or
Paid in Cash
(1)
($)
|
Stock
Awards
(2)
($)
|
All Other Compensation
(3)
($)
|
Total
($)
|
Henry R. Keizer
|
270,000
|
250,000
|
3,720
|
523,720
|
David A. Barnes
|
155,000
|
125,000
|
2,608
|
282,608
|
SungHwan Cho
|
116,114
|
125,000
|
6,079
|
247,193
|
Carolyn N. Everson
(4)(5)
|
68,750
|
—
|
6,486
|
75,236
|
Vincent J. Intrieri
(5)(6)
|
145,095
|
125,000
|
6,638
|
276,733
|
Anindita Mukherjee
|
60,842
|
125,000
|
6,448
|
192,290
|
Daniel A. Ninivaggi
(5)(6)
|
140,000
|
125,000
|
2,683
|
267,683
|
Kevin M. Sheehan
|
28,103
|
93,836
|
—
|
121,939
|
(1)
|
All compensation is for services rendered as directors for service on the Company’s Board, including annual retainer fees and committee and chair fees (whether payable in cash or in shares of common stock) as set forth above.
|
(2)
|
The values disclosed are the aggregate grant date fair values of (a) 7,567 RSUs granted to each eligible director on May 22, 2018 and 4,458 RSUs granted to Mr. Sheehan on August 21, 2018, which is also the aggregate number of RSUs held by our directors as of December 31, 2018, and (b) 6,674 shares of common stock granted to Mr. Keizer for serving as Chair of the Board. The grant date fair value was computed pursuant to Financial Accounting Standards Board ("FASB") Accounting Standard Codification Topic 718 ("ASC Topic 718") and the awards to the directors other than Mr. Sheehan were granted on May 22, 2018 and Mr. Sheehan was granted an award on August 21, 2018. Assumptions used in the calculation of these amounts are included in the Note entitled "Stock-Based Compensation" in the notes to our consolidated financial statements included in the
2018
Annual Report. The RSUs granted to each director in
2018
will settle on the earlier to occur of the business day immediately preceding the Company's next annual meeting of stockholders and the date on which the director ceases to serve on our Board.
|
(3)
|
Value of free car rentals under the Company's Director Car Rental Program.
|
(4)
|
Ms. Everson did not stand for reelection in 2018. On the date of our 2018 Annual Meeting, which was Ms. Everson's last day as a Board member, 14,838 phantom shares held by Ms. Everson were settled.
|
(5)
|
Ms. Everson and Mr. Intrieri elected to receive 100% of fees that would otherwise be payable in cash in the form of phantom shares. Mr. Ninivaggi elected to receive 50% of fees that would otherwise be payable in cash in the form of phantom shares.
|
(6)
|
As of December 31, 2018, Mr. Ninivaggi held 3,737 phantom shares and Mr. Intrieri held 18,652 phantom shares.
|
|
19
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
●
|
Increase the number of shares of common stock available for issuance under the plan by 2,490,000 shares to a total of 9,090,000 shares (plus the number of shares awarded in connection with distribution awards under the plan);
|
Number of shares that will be authorized for future grant after stockholder approval of the Amended Plan
|
9,090,000
|
Number of Options outstanding at March 31, 2019
|
1,097,960
|
Number of Full-Value Awards (Restricted Stock Units and performance-based Restricted Stock Units) outstanding at March 31, 2019
|
3,440,038
|
Weighted Average Remaining Term of Outstanding Options
|
4.36 years
|
Weighted Average Exercise Price of Outstanding Options
|
$30.57
|
●
|
No longer permit the re-issuance, or recycling, of shares of common stock tendered or withheld to pay the exercise price of an employee stock option (an "Option") or shares used to satisfy withholding obligations with respect to outstanding awards;
|
●
|
Provide that shares subject to a Stock Appreciation Right issued under the plan that are not issued in connection with the stock settlement of that Stock Appreciation Right upon its exercise shall not again become available for awards or increase the number of shares available for grant;
|
●
|
Provide that any shares of common stock covered by an award under the plan that is forfeited, expires or is terminated without issuance of shares of common stock (including shares of common stock that are attributable to awards that are settled in cash) shall thereafter be available for further grants under the plan;
|
●
|
Provide for a minimum of at least a one-year period for vesting of all awards with no exceptions other than for death, disability and a 5% carve-out;
|
●
|
Prohibit the payment of dividends or dividend equivalents on any awards prior to vesting;
|
●
|
Make all awards (including performance and performance-based awards) subject to "double-trigger" change in control vesting if assumed or converted upon a change in control (unless otherwise determined by the Compensation Committee), allow the automatic vesting of awards that are not assumed or converted upon a change in control and specify that performance and performance-based awards that are not assumed or converted upon a change in control will vest pro-rata based on (i) actual performance and (ii) the fraction of the performance period through a change in control;
|
●
|
Extend the term of the plan to expire on May 24, 2029; and
|
●
|
Make other clarifying and administrative amendments to the Existing Plan.
|
|
20
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Approval of Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan (Proposal 2)
|
Year
|
Stock Options Granted
|
Restricted Stock and Restricted Stock Units Granted
|
Performance Stock and Performance Stock Units Earned
|
Total
|
Weighted Average Common Shares Outstanding
|
Burn Rate
|
2018
|
524,817
|
904,542
|
367,650
|
1,797,009
|
84,000,000
|
2.14%
|
2017
|
623,432
|
635,737
|
60,174
|
1,319,343
|
83,000,000
|
1.59%
|
2016
|
200,393
|
292,010
|
—
|
492,403
|
84,000,000
|
0.59%
|
Three-Year Average
|
449,547
|
610,763
|
142,608
|
1,202,918
|
-
|
1.44%
|
Required Vote to Approve the Proposal
|
ü
|
The Board of Directors recommends that stockholders vote
"FOR"
the approval of the Amended and Restated Hertz Global Holdings, Inc.
2016 Omnibus Incentive Plan.
|
Summary of the Amended Plan
|
|
21
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Approval of Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan (Proposal 2)
|
|
22
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Approval of Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan (Proposal 2)
|
|
23
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Approval of Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan (Proposal 2)
|
|
24
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Approval of Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan (Proposal 2)
|
|
25
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Approval of Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan (Proposal 2)
|
|
26
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Approval of Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan (Proposal 2)
|
Equity Compensation Plans Approved by Security Holders
|
Number of Securities to
Be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
(a)
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
(b)
|
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding
securities reflected in
column (a))
(c)
|
Stock Options
|
1,170,318
|
$30.44
|
4,068,027
|
Performance Stock Shares/Units
|
1,567,126
|
N/A
|
—
|
Restricted Stock Shares/Units
|
1,122,233
|
N/A
|
—
|
Total
|
3,859,677
|
|
4,068,027
|
|
27
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
●
|
On March 1, 2019, the Audit Committee chose not to renew the engagement of PwC, which was then serving as the independent registered public accounting firm of the Company, and notified PwC that it would be dismissed as the independent registered public accounting firm of the Company, effective immediately.
|
●
|
During the fiscal years ended December 31, 2018 and December 31, 2017 and through the subsequent interim period as of March 1, 2019, there were (i) no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of PwC would have caused PwC to make reference thereto in its reports on the consolidated financial statements of the Company for such years, and (ii) no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K), except for the material weaknesses identified in the Company's internal control over financial reporting related to (1) risk assessment, (2) ineffective controls over certain information technology systems that are relevant to the preparation of the consolidated financial statements and (3) the accounting for income taxes, which were identified and disclosed in Management’s Report on Internal Control over Financial Reporting in Item 9A of the 2017 Form 10-K filed by the Company on February 27, 2018 and subsequently remediated as of December 31, 2018.
|
●
|
On March 1, 2019, the Audit Committee approved the appointment of EY as the new independent registered public accounting firm to perform independent audit services for the Company for the fiscal year ending December 31,
|
|
28
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Ratification of Appointment of Independent Registered Accounting Firm (Proposal 3)
|
●
|
During the fiscal years ended December 31, 2018 and December 31, 2017 and through the subsequent interim period as of March 1, 2019, neither the Company, nor any party on behalf of the Company, consulted with EY with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to the Company's consolidated financial statements, and no written report or oral advice was provided to the Company by EY that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
|
Required Vote to Approve the Proposal
|
ü
|
The Board of Directors recommends that stockholders vote
"FOR"
the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019.
|
|
29
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
●
|
Met with our CEO and senior members of the Company’s financial management team at each regularly scheduled meeting;
|
●
|
Held separate private sessions, during its regularly scheduled meetings, with each of the Company’s Chief Audit Executive and the independent auditors, at which candid discussions regarding financial management, legal, accounting, auditing and internal control issues took place;
|
●
|
Met with independent legal counsel to the Audit Committee, who attended each meeting including private sessions;
|
●
|
Met with the Chief Compliance Officer to discuss the effectiveness of the Company’s compliance program and regularly received status reports of compliance issues;
|
●
|
Received periodic updates on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting;
|
●
|
Discussed with the independent auditors the Company’s internal control assessment process, management’s assessment with respect thereto and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting;
|
●
|
Reviewed and discussed with management and the independent auditors the Company’s earnings releases and quarterly and annual reports on Form 10-Q and Form 10-K, respectively, prior to filing with the SEC;
|
●
|
Reviewed the Company’s internal audit plan and the performance of the Company’s internal audit function; and
|
●
|
Reviewed and assessed the guidelines and policies governing the Company’s risk management and oversight processes.
|
|
30
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Audit Committee Report
|
●
|
The firm's performance in preparing or issuing an audit report or performing other audit, review or attest services for the Company;
|
●
|
The firm's independence and objectivity;
|
●
|
The firm's proposed audit scope for adequacy of coverage; and
|
●
|
The firm's internal quality-control procedures and other data on audit quality and performance.
|
|
31
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Audit and Other Fees (in millions)
|
2018
|
2017
|
||||
Audit fees
(1)
|
$
|
13
|
|
$
|
14
|
|
Audit-related fees
(2)
|
1
|
|
2
|
|
||
Tax fees
(3)
|
1
|
|
1
|
|
||
Total
|
$
|
15
|
|
$
|
17
|
|
(1)
|
Audit fees were for services rendered in connection with (i) the audit of the financial statements included in the Company’s and Hertz’s annual reports on Form 10-K, (ii) reviews of the financial statements included in the Company’s and Hertz’s quarterly reports on Form 10-Q, (iii) attestation of the effectiveness of internal controls over financial reporting for the Company and Hertz, (iv) certain statutory audits and (v) providing comfort letters in connection with our financing transactions.
|
(2)
|
Audit-related fees were for services rendered in connection with due diligence and assurance services and employee benefit plan audits.
|
(3)
|
Tax fees related to our like kind exchange program and tax audit assistance.
|
|
32
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Effect of Proposal
|
Required Vote to Approve the Proposal
|
ü
|
The Board of Directors recommends that stockholders vote
"FOR"
approval, by a non-binding advisory vote, of the named executive officers’ compensation.
|
|
33
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Name
|
Title
|
Kathryn V. Marinello
|
President and CEO
|
Jamere Jackson
|
Executive Vice President and Chief Financial Officer
|
Paul E. Stone
|
Executive Vice President and Chief Retail Operations Officer, North America
|
Murali Kuppuswamy
|
Executive Vice President and Chief Human Resources Officer
|
Jodi J. Allen
|
Executive Vice President and Chief Marketing Officer
|
Michel M. Taride
|
Former Group President, Rent A Car International (separation effective March 31, 2019)
|
Robin C. Kramer
|
Former Acting Chief Financial Officer, Senior Vice President and Chief Accounting Officer (resigned November 16, 2018)
|
Thomas C. Kennedy
|
Former Senior Executive Vice President and Chief Financial Officer (resigned August 20, 2018)
|
Tyler A. Best
|
Former Executive Vice President and Chief Information Officer (resigned April 20, 2018)
|
Executive Summary
|
2018 Financial and Operational Highlights
|
|
34
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
|
35
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Key Features of 2018 Executive Compensation Program
|
●
|
84% of our CEO's Target Pay and 71% of the average Target Pay of our other NEOs (excluding Mr. Jackson) was delivered in the form of performance-based compensation;
|
●
|
Long-term equity awards represented 59% of our CEO’s Target Pay and 48% of the average Target Pay of our other NEOs (excluding Mr. Jackson); and
|
●
|
100% of the 2018 target annual incentive bonuses payable to our NEOs was tied to the achievement of pre-established annual financial and operational goals, which are aligned to our short-term and long-term objectives, as reflected in our annual business plan.
|
Compensation Philosophy
|
●
|
Align our compensation practices with our "pay-for-performance" compensation philosophy;
|
●
|
Are adaptive to the current economic and strategic environment; and
|
●
|
Reward positive operational and financial performance that we believe enhances stockholder value over time.
|
Stockholder Input on Our Compensation Programs
|
2018 Say-on-Pay Advisory Vote on Executive Compensation
|
|
36
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Key Features of Our Executive Compensation Program
|
What We Do
|
|
What We Don’t Do
|
ü
We design our compensation program to pay based on our financial and operating performance
|
|
û
We don’t use any financial or operational metric that promotes undue risk
|
ü
We evaluate risk in light of our compensation programs
|
|
û
We don’t provide preferential payments or above market returns on any deferred compensation plan
|
ü
We use metrics important to our business in our incentive compensation plans
|
|
û
We don’t provide excessive perquisites to our senior management
|
ü
We cap the amount of our annual incentive bonuses at reasonable levels
|
|
û
We don’t allow our officers and directors to hedge or pledge our stock
|
ü
We use double-trigger provisions for our change in control agreements
|
|
û
We don’t use metrics unrelated to our Company’s operational goals
|
ü
We use a variety of equity award structures to tailor our compensation to our performance
|
|
û
We don’t use a peer group composed of companies significantly larger than us
|
ü
We have a robust stock ownership policy
|
|
û
We don’t re-price underwater options
|
ü
We maintain clawback policies
|
|
û
We don’t provide high levels of fixed compensation
|
ü
We use an independent compensation consultant
|
|
û
We don’t provide for automatic salary increases
|
ü
We utilize a representative and relevant peer group
|
|
û
We don’t use excise tax gross ups
|
ü
We believe a substantial portion of the CEO's compensation (84% for 2018) should be subject to satisfaction of performance objectives
|
|
û
We don’t award dividends or dividend equivalents on equity awards that vest differently than the underlying award
|
2018 Target Pay Mix for NEOs
|
Name
|
Annual Base Salary
($) |
Target Annual Incentive Bonus
($)
|
Target Value of Annual Equity Award
($)
|
Target Pay
($)
|
Kathryn Marinello
|
1,450,000
|
2,175,000
|
5,175,000
|
8,800,000
|
Paul Stone
|
550,000
|
550,000
|
600,000
|
1,700,000
|
Murali Kuppuswamy
|
515,000
|
309,000
|
1,000,000
|
1,824,000
|
Jodi Allen
|
515,000
|
309,000
|
600,000
|
1,424,000
|
Michel Taride
(1)
|
533,184
|
639,821
|
1,600,000
|
2,773,005
|
Robin Kramer
|
500,000
|
275,000
|
400,000
|
1,175,000
|
Thomas Kennedy
|
775,000
|
1,046,250
|
2,000,000
|
3,821,250
|
Tyler Best
|
600,000
|
600,000
|
1,600,000
|
2,800,000
|
(1)
|
To facilitate comparison for Mr. Taride, amounts for Mr. Taride have been converted from pounds sterling to U.S. dollars at the 12-month average rate of 1.33296 for 2018.
|
|
37
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Summary of Annual Compensation Decision-Making Process
|
●
|
Reviewing and advising on total executive compensation, including salaries, short- and long-term incentive programs and relevant performance goals;
|
|
38
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
●
|
Advising on industry trends, important legislation and best practices in executive compensation;
|
●
|
Advising on effectively aligning pay with performance and with our business needs; and
|
●
|
Assisting the Compensation Committee with any other matters related to executive compensation arrangements, including executive employment and award arrangements.
|
Alaska Air Group, Inc.*
|
Lithia Motors, Inc.
|
AutoNation, Inc.*
|
Marriott International, Inc.*
|
Avis Budget Group, Inc.*
|
Norwegian Cruise Line Holdings Ltd.*
|
CarMax Inc.*
|
Penske Automotive Group, Inc.*
|
Carnival Corp.*
|
Royal Caribbean Cruises Ltd.*
|
Expedia, Inc.*
|
Ryder System, Inc.*
|
Expeditors International of Washington, Inc.*
|
Sonic Automotive, Inc.
|
Group 1 Automotive, Inc.
|
Southwest Airlines Co.*
|
Hilton Worldwide Holdings, Inc.*
|
Wyndham Destinations, Inc.*
|
J.B. Hunt Transport Services, Inc.
|
XPO Logistics, Inc.*
|
JetBlue Airways Corp.*
|
|
|
39
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Components of Our Executive Compensation Program
|
(1)
|
We also occasionally provide non-recurring cash bonuses to reflect superior individual performance, new responsibilities or to compensate new hires for amounts forfeited from their previous employer.
|
(2)
|
Our CEO was granted Performance Options in 2018 that vest subject to satisfaction of performance goals related to Adjusted Corporate EBITDA.
|
|
40
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Name
|
2018 Base Salary
($) |
2017 Base Salary
($)
|
Kathryn Marinello
|
1,450,000
|
1,450,000
|
Jamere Jackson
(1)
|
775,000
|
N/A
|
Paul Stone
(1)
|
550,000
|
N/A
|
Murali Kuppuswamy
(2)
|
515,000
|
515,000
|
Jodi Allen
(2)
|
515,000
|
515,000
|
Michel Taride
(3)
|
533,184
|
517,556
|
Robin Kramer
(4)
|
500,000
|
463,500
|
Thomas Kennedy
|
775,000
|
775,000
|
Tyler Best
|
600,000
|
600,000
|
(1)
|
The base salaries actually paid to Messrs. Jackson and Stone in 2018 were pro-rated to their respective start dates.
|
(2)
|
The base salaries actually paid to Mr. Kuppuswamy and Ms. Allen in 2017 were pro-rated to their respective start dates.
|
(3)
|
Mr. Taride's annual base salary for 2018 and 2017 was £400,000. To facilitate comparison for Mr. Taride, amounts for Mr. Taride have been converted from pounds sterling to U.S. dollars at the 12-month average rate of 1.33296 for 2018 and 1.29389 for 2017.
|
(4)
|
In January 2018, Ms. Kramer and the Company entered into an agreement (the "Kramer Retention Agreement") that provides for an annual salary of $500,000 for 2018 for Ms. Kramer.
|
Target Award
|
X
|
(
|
60% of Adjusted Corporate EBITDA Payout Percentage
|
+
|
40% of MBO Payout Percentage
|
)
|
X
|
Individual Performance Multiplier
|
=
|
Annual Incentive Bonus Payment
|
|
41
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Name
|
2018 Base Salary
($) |
Target Award
as a % of Salary
(%)
|
2018
Target Award
($)
|
Kathryn Marinello
|
1,450,000
|
150
|
2,175,000
|
Jamere Jackson
(1)
|
775,000
|
110
|
263,925
|
Paul Stone
|
550,000
|
100
|
550,000
|
Murali Kuppuswamy
|
515,000
|
60
|
309,000
|
Jodi Allen
|
515,000
|
60
|
309,000
|
Michel Taride
(2)
|
533,184
|
120
|
639,821
|
Robin Kramer
(3)
|
500,000
|
55
|
275,000
|
Thomas Kennedy
(4)
|
775,000
|
135
|
665,415
|
Tyler Best
(4)
|
600,000
|
100
|
179,400
|
(1)
|
The 2018 Target Award for Jamere Jackson was 110% of his 2018 base salary prorated at 30.96% for actual days employed. His employment began on September 10, 2018.
|
(2)
|
For Mr. Taride, these amounts have been converted to U.S. dollars from pounds sterling at the
2018
12-month average rate of 1.33296.
|
(3)
|
As a result of her voluntary termination, Ms. Kramer forfeited her annual incentive award for 2018.
|
(4)
|
For Messrs. Kennedy and Best, these amounts were pro-rated pursuant to each former executive's separation agreement, which provided for Mr. Kennedy to be eligible for 63.6% and Mr. Best to be eligible for 29.9% of the annual incentive bonus payment that would have been payable to each respective executive for 2018 if their employment were not terminated.
|
|
42
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Adjusted Corporate EBITDA Payout Percentages
(1)
|
||||||
Performance Goals
|
Enterprise Adjusted EBITDA ($)
|
Enterprise Adjusted EBITDA Payout Percentage (%)
|
International Adjusted EBITDA ($)
|
International Adjusted EBITDA Payout Percentage (%)
|
Donlen Adjusted EBITDA ($)
|
Donlen Adjusted EBITDA Payout Percentage (%)
|
Threshold
|
317
|
50
|
198
|
50
|
65
|
50
|
Target
|
396
|
100
|
248
|
100
|
81
|
100
|
Maximum
|
475
|
150
|
298
|
150
|
98
|
150
|
Actual Results
|
433
|
123.3
|
221
|
73
|
82
|
102
|
(1)
|
For performance below the threshold, the payout percentage is zero. For performance equal to the threshold or the target or equal to or above the maximum, the payout percentage is as provided above. For performance between the threshold and the target or between the target and the maximum, linear interpolation is used to determine the payout percentage.
|
●
|
North America and U.S. HQ.
The MBOs for North America and U.S. HQ for
2018
related to (i) the achievement of sustainable revenue growth in our U.S. rental car segment, (ii) the implementation of technology initiatives, (iii) improvement in customer satisfaction, (iv) growth in cash flow and liquidity and (v) advancement in organizational effectiveness in North America. The MBOs for North America and U.S. HQ for
2018
were used to determine the annual incentive bonus payments for Ms. Allen and Messrs. Jackson, Stone and Kuppuswamy.
|
●
|
International RAC.
The MBOs for International RAC for
2018
related to the achievement of (i) sustainable revenue growth in International RAC, (ii) increased efficiency from the implementation of technology, (iii) differentiated customer service, (iv) optimization of footprint and mobility and (v) improved organizational effectiveness. The MBOs for International RAC for
2018
were used to determine the annual incentive bonus payment for Mr. Taride.
|
●
|
Donlen.
The MBOs for Donlen for
2018
related to the achievement of (i) growth in profitability, (ii) an expanded base of revenue and (iii) improved organizational effectiveness.
|
|
43
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
MBO Payout Percentages
|
|
North America and U.S. HQ
|
70%
|
International RAC
|
30%
|
Donlen
|
95%
|
NEO
|
Target Award
($)
|
X
|
(
|
60% of Adjusted Corporate EBITDA Payout Percentage(%)
|
+
|
40% of MBO Payout Percentage(%)
|
)
|
X
|
Individual Performance Multiplier(%)
|
=
|
Annual Incentive Bonus Payment($)
|
Jamere Jackson
(1)
|
263,925
|
|
60
|
+
|
28
|
|
100
|
|
232,254
|
||
Paul Stone
|
550,000
|
|
60
|
+
|
28
|
|
100
|
|
484,000
|
||
Murali Kuppuswamy
|
309,000
|
|
60
|
+
|
28
|
|
100
|
|
271,920
|
||
Jodi Allen
|
309,000
|
|
60
|
+
|
28
|
|
100
|
|
271,920
|
||
Michel Taride
(2)
|
639,821
|
|
15
|
+
|
12
|
|
0
|
|
0
|
||
Robin Kramer
(3)
|
—
|
|
—
|
+
|
—
|
|
—
|
|
—
|
||
Thomas Kennedy
(4)
|
665,415
|
|
60
|
+
|
28
|
|
0
|
|
0
|
||
Tyler Best
(4)
|
179,400
|
|
60
|
+
|
28
|
|
0
|
|
0
|
(1)
|
For Mr. Jackson, the amount was pro-rated pursuant to his offer letter, which provided for Mr. Jackson to receive 30.96% of his target award for 2018.
|
(2)
|
For Mr. Taride, these amounts have been converted to U.S. dollars from pounds sterling at the
2018
12-month average rate of 1.33296.
|
(3)
|
Ms. Kramer was not eligible to receive an annual incentive bonus payment because she voluntarily resigned.
|
(4)
|
For Messrs. Kennedy and Best, the Target Awards were pro-rated pursuant to each former executive's separation agreement, which provided for Mr. Kennedy to be eligible for 63.6% and Mr. Best to be eligible for 29.9% of the annual incentive bonus payment that would have been payable to each respective executive for 2018 if their employment were not terminated.
|
|
44
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
|
45
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
(1)
|
For performance below the threshold, no EBITDA PSUs are earned. For performance equal to the threshold, the percentage of EBITDA PSUs earned is as set forth above. For performance equal to or above the target, the percentage earned remains as provided above for the target. For performance between the threshold and the target, linear interpolation is used to determine the earned percentage.
|
NEO
|
2018 EBITDA PSUs Granted
|
2018 EBITDA PSUs Maximum Amount
|
2018 EBITDA PSUs Earned
|
Kathryn Marinello
|
87,563
|
131,345
|
21,891
|
Jamere Jackson
|
91,855
|
137,783
|
22,964
|
Paul Stone
|
18,136
|
27,204
|
4,534
|
Murali Kuppuswamy
|
33,841
|
50,762
|
8,460
|
Jodi Allen
|
20,305
|
30,458
|
5,076
|
Michel Taride
(1)
|
54,146
|
—
|
—
|
Robin Kramer
(1)
|
13,536
|
—
|
—
|
Thomas Kennedy
(1)
|
67,682
|
—
|
—
|
Tyler Best
(1)
|
54,146
|
—
|
—
|
(1)
|
Mr. Taride, Ms. Kramer, Mr. Kennedy and Mr. Best forfeited their 2018 EBITDA PSUs in connection with their separation from the Company.
|
|
46
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
NEO
|
2018 Performance Options Granted
|
2018 Performance Options Earned
|
Kathryn Marinello
|
304,531
|
76,133
|
NEO
|
2018 Options Granted
|
Paul Stone
|
10,698
|
Murali Kuppuswamy
|
19,616
|
Jodi Allen
|
11,769
|
Michel Taride
(1)
|
31,385
|
Robin Kramer
(2)
|
7,846
|
Thomas Kennedy
(2)
|
39,231
|
Tyler Best
(2)
|
31,385
|
(1)
|
On the date of termination of Mr. Taride, he had 7,846 vested 2018 Options and 23,539 unvested 2018 Options. Pursuant to the terms of Mr. Taride's Separation Agreement with the Company (the "Taride Separation Agreement"), he forfeited his unvested 2018 Options and retained his vested 2018 Options, which remained exercisable in accordance with their terms until the earlier of (a) the 90th day following the termination date (or, if later, the expiration of any blackout period in effect with respect to such options on such 90th day) and (b) any cancellation or termination in connection with a change in control, or the term of the option, each as provided in the applicable award agreement.
|
(2)
|
Ms. Kramer, Mr. Kennedy and Mr. Best forfeited their 2018 Option awards in connection with their separation from the Company.
|
|
47
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
NEO
|
2018 Revenue RSUs Granted
|
2018 Revenue RSUs Earned
|
Kathryn Marinello
|
29,188
|
29,188
|
Paul Stone
|
6,045
|
6,045
|
Murali Kuppuswamy
|
11,280
|
11,280
|
Jodi Allen
|
6,768
|
6,768
|
Michel Taride
(1)
|
18,049
|
18,049
|
Robin Kramer
(2)
|
4,512
|
—
|
Thomas Kennedy
(2)
|
22,561
|
—
|
Tyler Best
(2)
|
18,049
|
—
|
(1)
|
Pursuant to the terms of the Taride Separation Agreement, 6,016 of the 2018 Revenue RSUs were earned by Mr. Taride and vested on March 2, 2019 and the remaining 2018 Revenue RSUs were forfeited.
|
(2)
|
Ms. Kramer, Mr. Kennedy and Mr. Best forfeited their 2018 Revenue RSUs in connection with their separation from the Company.
|
(1)
|
For performance below the threshold, no Performance Shares are earned. For performance equal to the threshold, the percentage of Performance Shares earned is as set forth above. For performance equal to or above the target, the percentage earned remains as provided above for the target. For performance between the threshold and the target, linear interpolation is used to determine the earned percentage.
|
|
48
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Other Compensation Elements
|
Clawback Policy
|
●
|
All annual incentives (including awards under the Senior Executive Bonus Plan);
|
●
|
Long-term incentives;
|
|
49
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
●
|
Equity-based awards (including awards granted under the Existing Plan); and
|
●
|
Other performance-based awards.
|
Stock Ownership Guidelines and Hedging Policy
|
Stock Ownership Guidelines
|
||||||
CEO
|
5x Base Salary
|
|||||
CFO, Senior Executive Vice Presidents and Business Unit Presidents
|
3x Base Salary
|
|
|
|
||
Other "Section 16" Officers
|
2x Base Salary
|
|
|
|
|
|
Non-Employee Directors
|
5x Annual Cash Retainer
|
Policies on Timing of Equity Awards
|
|
50
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Compensation Discussion and Analysis
|
Tax and Accounting Considerations
|
|
51
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
|
52
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
(1)
($)
|
Stock Awards
(2)
($)
|
Option Awards
(2)
($)
|
Non-Equity Incentive Plan Compensation
($)
|
Change in Pension Value and Nonqualified Deferred Compensation Earnings
(3)(4)
($)
|
All Other Compensation
(5)
($)
|
Total
($)
|
Kathryn Marinello
|
|||||||||
President and CEO
|
2018
|
1,450,000
|
—
|
2,069,995
|
2,723,238
|
1,613,502
|
—
|
148,386
|
8,005,121
|
2017
|
1,416,539
|
1,305,000
|
2,069,994
|
3,105,001
|
—
|
—
|
116,265
|
8,012,799
|
|
Jamere Jackson
|
|||||||||
Executive Vice President and Chief Financial Officer
|
2018
|
223,558
|
1,029,000
|
2,627,987
|
—
|
232,254
|
—
|
41,567
|
4,154,366
|
Paul Stone
|
|||||||||
Executive Vice President and Chief Retail Operations Officer, North America
|
2018
|
442,115
|
200,000
|
479,993
|
105,828
|
484,000
|
—
|
146,139
|
1,858,075
|
Murali Kuppuswamy
|
|||||||||
Executive Vice President and Chief Human Resources Officer
|
2018
|
515,000
|
—
|
799,995
|
173,547
|
271,920
|
—
|
26,068
|
1,786,530
|
Jodi Allen
|
|||||||||
Executive Vice President and Chief Marketing Officer
|
2018
|
515,000
|
—
|
480,005
|
104,123
|
271,920
|
—
|
166,911
|
1,537,959
|
Michel Taride
(6)(7)
|
|||||||||
Former Group President, Rent A Car International
|
2018
|
533,184
|
—
|
1,280,018
|
277,669
|
—
|
—
|
118,177
|
2,209,048
|
2017
|
517,556
|
250,000
|
1,280,008
|
319,999
|
—
|
93,160
|
112,467
|
2,573,190
|
|
2016
|
533,341
|
—
|
1,740,023
|
—
|
—
|
693,550
|
92,263
|
3,059,177
|
|
Robin Kramer
(8)
|
|||||||||
Former Acting Chief Financial Officer, Senior Vice President and Chief Accounting Officer
|
2018
|
449,817
|
250,000
|
319,991
|
69,415
|
—
|
—
|
43,500
|
1,132,723
|
Thomas Kennedy
(7)
|
|||||||||
Former Senior Executive Vice President and Chief Financial Officer
|
2018
|
509,712
|
—
|
1,600,009
|
347,085
|
—
|
—
|
1,695,139
|
4,151,945
|
2017
|
775,000
|
—
|
1,599,988
|
400,001
|
—
|
—
|
19,379
|
2,794,368
|
|
2016
|
754,808
|
—
|
1,637,934
|
555,000
|
—
|
—
|
18,114
|
2,965,856
|
|
Tyler Best
(7)
|
|||||||||
Former Executive Vice President and Chief Information Officer
|
2018
|
193,846
|
—
|
1,280,018
|
277,669
|
—
|
—
|
1,349,063
|
3,100,596
|
2017
|
600,000
|
—
|
1,280,008
|
319,999
|
—
|
—
|
50,541
|
2,250,548
|
|
2016
|
600,000
|
—
|
1,215,193
|
404,999
|
—
|
—
|
82,529
|
2,302,721
|
(1)
|
The 2018 amounts reflect sign-on bonuses paid to Mr. Jackson and Mr. Stone pursuant their employment arrangements and a retention bonus paid to Ms. Kramer. The 2017 amounts reflect the bonus paid to Ms. Marinello pursuant her employment agreement and a discretionary bonus paid to Mr. Taride for his 2017 performance. The 2017 bonus amounts for Ms. Marinello and Mr. Taride were settled in shares of our common stock.
|
(2)
|
The dollar amounts represent the aggregate grant date fair value of the applicable equity plus any modifications to such equity awards. These amounts were computed pursuant to FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the note entitled “Stock-Based Compensation” in the notes to our Company’s consolidated financial statements in our
2018
Annual Report. The “Stock Awards” column above reflects the grant date fair values of the target number of Performance Stock Units and Restricted Stock Units that were eligible to vest based on our financial performance goals over multi-year periods, which for accounting purposes is based on the probable outcome (determined as of the grant date) of the performance-based condition applicable to the grant. Assuming the maximum level of performance achievement for the
2018
Performance Stock Units, which is 150% of target, the aggregate values of Performance Stock Units and Restricted Stock Units for each NEO in
2018
are as follows: Ms. Marinello, $2,846,241: Mr. Jackson, $3,377,983: Mr. Stone, 659,992; Mr. Kuppuswamy, $1,099,995; Ms. Allen, $660,008; Mr. Taride, $1,760,022; Ms. Kramer, $439,988; Mr. Kennedy, $2,200,010; and Mr. Best, $1,760,022. Assuming the maximum level of performance achievement for the 2017 Performance Shares, which is 150% of target, the aggregate values of the Performance Shares and Restricted Shares for our NEOs in 2017 are, respectively: Ms. Marinello, $2,846,245; Mr. Taride, $1,760,022; Mr. Kennedy, $2,199,983; and Mr. Best, $1,760,022. Assuming the maximum level of performance achievement of the 2016 Performance Stock Units, which is 150% of target, the aggregate values of Performance Stock Units and Restricted Stock Units for each NEO in 2016 are, respectively: Mr. Taride, $1,319,995; Mr. Kennedy, $1,803,755; and Mr. Best, $1,316,251.
Ms. Kramer and Messrs. Taride, Kennedy and Best separated from the Company in
2018
, and the unvested equity awards that were granted to them were forfeited in connection with their separation.
|
(3)
|
Mr. Taride's pension value did not increase in 2018. The change in his pension value was $(201,277) (translated in accordance with footnote 6 of this table for 2018).
|
|
53
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Summary Compensation Table
|
(4)
|
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 Company’s financial statements. See the note entitled “Employee Retirement Benefits” in the notes to our consolidated financial statements in our
2018
Annual Report.
|
(5)
|
Includes the following for
2018
:
|
Name
|
Personal Use of Aircraft
(a)
|
Personal Use of Car
(b)
|
Travel
(c)
|
Financial Assistance and Legal Fees
(d)
|
Perquisites Subtotal
|
Life Insurance Premiums
|
Company Match on Plans
(e)
|
Relocation
(f)
|
Severance and Other
(g)
|
Total Perquisites and Other Compensation
|
Ms. Marinello
|
10,283
|
8,250
|
25,000
|
4,000
|
47,533
|
1,653
|
99,200
|
—
|
—
|
148,386
|
Mr. Jackson
|
—
|
—
|
—
|
—
|
—
|
74
|
—
|
41,494
|
—
|
41,567
|
Mr. Stone
|
—
|
5,729
|
—
|
—
|
5,729
|
366
|
9,308
|
130,737
|
—
|
146,139
|
Mr. Kuppuswamy
|
—
|
4,526
|
—
|
—
|
4,526
|
587
|
3,962
|
16,993
|
—
|
26,068
|
Ms. Allen
|
3,702
|
8,250
|
—
|
—
|
11,952
|
587
|
9,600
|
144,772
|
—
|
166,911
|
Mr. Taride
|
—
|
31,760
|
—
|
12,518
|
44,278
|
1,333
|
—
|
—
|
72,566
|
118,177
|
Ms. Kramer
|
—
|
12,604
|
—
|
—
|
12,604
|
485
|
11,500
|
—
|
18,911
|
43,500
|
Mr. Kennedy
|
—
|
6,634
|
—
|
—
|
6,634
|
589
|
1,268
|
—
|
1,686,648
|
1,695,139
|
Mr. Best
|
—
|
4,125
|
360
|
4,000
|
8,485
|
228
|
—
|
—
|
1,340,350
|
1,349,063
|
(a)
|
Based on the direct costs of aircraft for each hour of personal use, which is based on the incremental cost of fuel, crew expenses, on-board catering and other, small variable costs. We exclude fixed costs that do not change based on usage from this calculation.
|
(b)
|
Reflects the annual lease value of company-provided vehicles per IRS Publication 15-B.
|
(c)
|
For Ms. Marinello, represents the annual travel allowance per the terms of her employment agreement.
|
(d)
|
Reflects the reimbursement of financial planning assistance provided to executive staff.
|
(e)
|
Amounts represent Company match on the 401(k) Plan and the Savings Plan. None of the amounts earned under the Savings Plan in 2018 were above market or otherwise preferential.
|
(f)
|
Amounts represent the incremental costs to the Company for relocation assistance.
|
(g)
|
For Mr. Taride, this reflects £26,856 in medical payments and £27,584 in payments we made to Mr. Taride in lieu of pension contributions not allowed in excess of legal maximums. For Messrs. Kennedy and Best, this includes full value of severance, unused vacation pay, value of extended health benefits for 2018 only and outplacement fees associated with separation. For Ms. Kramer, this includes unused vacation pay.
|
(6)
|
Amounts for Mr. Taride have been converted from pounds sterling to U.S. dollars at the 12-month average rate of 1.33296 for
2018
, 1.293889 for
2017
and 1.34409 for 2016.
|
(7)
|
Messrs. Taride, Kennedy and Best separated from the Company in
2018
. Each of them was eligible to receive a pro-rated bonus under our EICP, and the equity awards that were granted to them in
2018
and remained unvested as of their respective termination dates were forfeited in connection with their separation. Messrs. Taride, Kennedy and Best received payments in connection with their separation as detailed in footnote 5 above.
|
(8)
|
Ms. Kramer voluntarily resigned from the Company in 2018 and did not receive any separation payments, except for unused vacation as reported in footnote 5 above, and she forfeited equity awards granted in 2018.
|
|
54
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Name
|
Type of Award
|
Grant
Date
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
(1)
|
Estimated Future Payouts
Under Equity
Incentive Plan Awards
|
All Other Stock Awards: Number of Shares of Stock or Units
(#)
|
All Other Option Awards: Number of Securities Underlying Options
(#)
|
Exercise
Price of
Option
Awards
($/Sh)
|
Grant Date
Fair Value
of Stock and Option
Awards
(2)
($)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|||||||
Kathryn Marinello
|
||||||||||||
|
Annual Cash Incentive
|
|
1,087,500
|
2,175,000
|
3,262,500
|
|
|
|
|
|
|
|
|
Performance Options
(3)
|
3/2/2018
|
|
|
|
152,266
|
304,531
|
456,797
|
|
|
17.73
|
2,723,238
|
|
Performance Stock Units
(4)
|
3/2/2018
|
|
|
|
43,782
|
87,563
|
131,345
|
|
|
|
1,552,492
|
|
Restricted Stock Units
(5)
|
3/2/2018
|
|
|
|
|
29,188
|
|
|
|
|
517,503
|
Jamere Jackson
|
||||||||||||
|
Annual Cash Incentive
|
|
131,963
|
263,925
|
395,888
|
|
|
|
|
|
|
|
|
Performance Stock Units
(4)
|
10/1/2018
|
|
|
|
45,928
|
91,855
|
137,783
|
|
|
|
1,499,992
|
|
Restricted Stock Units
(5)
|
10/1/2018
|
|
|
|
|
|
|
69,075
|
|
|
1,127,995
|
Paul Stone
|
||||||||||||
|
Annual Cash Incentive
|
|
275,000
|
550,000
|
825,000
|
|
|
|
|
|
|
|
|
Options
(6)
|
4/1/2018
|
|
|
|
|
|
|
|
10,698
|
19.85
|
105,828
|
|
Performance Stock Units
(4)
|
4/1/2018
|
|
|
|
9,068
|
18,136
|
27,204
|
|
|
|
360,000
|
|
Restricted Stock Units
(5)
|
4/1/2018
|
|
|
|
|
6,045
|
|
|
|
|
119,993
|
Murali Kuppuswamy
|
||||||||||||
|
Annual Cash Incentive
|
|
154,500
|
309,000
|
463,500
|
|
|
|
|
|
|
|
|
Options
(6)
|
3/2/2018
|
|
|
|
|
|
|
|
19,616
|
17.73
|
173,547
|
|
Performance Stock Units
(4)
|
3/2/2018
|
|
|
|
16,921
|
33,841
|
50,762
|
|
|
|
600,001
|
|
Restricted Stock Units
(5)
|
3/2/2018
|
|
|
|
|
11,280
|
|
|
|
|
199,994
|
Jodi Allen
|
||||||||||||
|
Annual Cash Incentive
|
|
154,500
|
309,000
|
463,500
|
|
|
|
|
|
|
|
|
Options
(6)
|
3/2/2018
|
|
|
|
|
|
|
|
11,769
|
17.73
|
104,123
|
|
Performance Stock Units
(4)
|
3/2/2018
|
|
|
|
10,153
|
20,305
|
30,458
|
|
|
|
360,008
|
|
Restricted Stock Units
(5)
|
3/2/2018
|
|
|
|
|
6,768
|
|
|
|
|
119,997
|
Michel Taride
(7)
|
||||||||||||
|
Annual Cash Incentive
|
|
319,911
|
639,821
|
959,732
|
|
|
|
|
|
|
|
|
Options
(6)
|
3/2/2018
|
|
|
|
|
|
|
|
31,385
|
17.73
|
277,669
|
|
Performance Stock Units
(4)
|
3/2/2018
|
|
|
|
27,073
|
54,146
|
81,219
|
|
|
|
960,009
|
|
Restricted Stock Units
(5)
|
3/2/2018
|
|
|
|
|
18,049
|
|
|
|
|
320,009
|
Robin Kramer
(7)
|
||||||||||||
|
Annual Cash Incentive
|
|
—
|
—
|
—
|
|
|
|
|
|
|
|
|
Options
(6)
|
3/2/2018
|
|
|
|
|
|
|
|
7,846
|
17.73
|
69,415
|
|
Performance Stock Units
(4)
|
3/2/2018
|
|
|
|
6,768
|
13,536
|
20,304
|
|
|
|
239,993
|
|
Restricted Stock Units
(5)
|
3/2/2018
|
|
|
|
|
4,512
|
|
|
|
|
79,998
|
Thomas Kennedy
(7)
|
||||||||||||
|
Annual Cash Incentive
|
|
332,708
|
665,415
|
998,123
|
|
|
|
|
|
|
|
|
Options
(6)
|
3/2/2018
|
|
|
|
|
|
|
|
39,231
|
17.73
|
347,085
|
|
Performance Stock Units
(4)
|
3/2/2018
|
|
|
|
33,841
|
67,682
|
101,523
|
|
|
|
1,200,002
|
|
Restricted Stock Units
(5)
|
3/2/2018
|
|
|
|
|
22,561
|
|
|
|
|
400,007
|
Tyler Best
(7)
|
||||||||||||
|
Annual Cash Incentive
|
|
89,700
|
179,400
|
269,100
|
|
|
|
|
|
|
|
|
Options
(6)
|
3/2/2018
|
|
|
|
|
|
|
|
31,385
|
17.73
|
277,669
|
|
Performance Stock Units
(4)
|
3/2/2018
|
|
|
|
27,073
|
54,146
|
81,219
|
|
|
|
960,009
|
|
Restricted Stock Units
(5)
|
3/2/2018
|
|
|
|
|
18,049
|
|
|
|
|
320,009
|
(1)
|
The amounts in these columns include the “Target” amount for each NEO eligible to receive an award under the EICP at 100% of the target award, the "Threshold" amount for each eligible NEO at 50% of the "Target" and the “Maximum” amount for the maximum amount payable to each NEO. The EICP payments are based on Adjusted Corporate EBITDA, MBOs and individual performance. The Senior Executive Bonus Plan, under which EICP payments are made, limits the maximum cash incentive bonus payout for our CEO and other participants. The limit is 1% of our Gross EBITDA for a performance period for our CEO and 0.5% of our Gross EBITDA for a performance period for each of the
|
|
55
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
2018 Grants of Plan-Based Awards
|
(2)
|
Represents the aggregate grant date fair value, computed pursuant to FASB ASC Topic 718. Please see the note entitled “Stock-Based Compensation” in the notes to the Company’s consolidated financial statements in our
2018
Annual Report for a discussion of the assumptions underlying these calculations.
|
(3)
|
Represents the Performance Options granted to Ms. Marinello, which are payable in shares of common stock at the end of the performance period. The final number of shares of common stock that will be earned will be based on our financial performance over a multi-year period. We discuss these awards under the heading “Compensation Discussion and Analysis - Long-Term Incentives -
2018
Performance Options". The amounts disclosed in the "Estimated Future Payouts Under Equity Incentive Plan Awards" columns represent the number of shares issuable assuming achievement of the specific Threshold, Target or Maximum levels of performance established by the Compensation Committee for these Options over the performance period.
|
(4)
|
Represents the Performance Stock Units granted to certain of our NEOs. The Performance Stock Units will be earned based on our financial performance over a multi-year period. We discuss these awards under the heading “Compensation Discussion and Analysis - Long-Term Incentives -
2018
EBITDA PSUs". The amounts disclosed in the "Estimated Future Payouts Under Equity Incentive Plan Awards" columns represent the number of shares issuable assuming achievement of the specific Threshold, Target or Maximum levels of performance established by the Compensation Committee for these Performance Stock Units over the performance period.
|
(5)
|
Represents the Restricted Stock Units granted to our NEOs. The Restricted Stock Units granted to our NEOs (other than Mr. Jackson) were earned based on meeting a revenue performance goal in
2018
. Mr. Jackson received Restricted Stock Units that were not subject to satisfaction of a performance goal. We discuss these awards under the heading “Compensation Discussion and Analysis - Long-Term Incentives -
2018
Revenue RSUs".
|
(6)
|
Represents the Options granted to certain of our NEOs. The Options will vest 25% on the first, second, third and fourth anniversaries of the date of grant, subject to continued employment of the grantee. We discuss these awards under the heading “Compensation Discussion and Analysis - Long-Term Incentives -
2018
Options".
|
(7)
|
In connection with the resignation of Ms. Kramer and the separation of Mr. Kennedy and Mr. Best from the Company, Ms. Kramer forfeited her right to payment of an annual cash incentive award for 2018 and Mr. Kennedy and Mr. Best were eligible to receive a pro-rata annual cash incentive awards based on the number of days employed by the Company in
2018
. Ms. Kramer, Mr. Kennedy and Mr. Best forfeited all of the equity awards granted to them in
2018
. The "Threshold", "Target" and "Maximum" amounts have been adjusted for the pro-rata amounts.
|
|
56
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Name
|
Grant Date
|
Option Awards
|
Stock Awards
|
|||||||
Number of Securities Underlying Unexercised Options Exercisable
(#)
|
Number of Securities Underlying Unexercised Options Unexercisable
(#)
|
Equity Incentive Plan Awards:
Number of Securities Underlying Unexercised Unearned Options
(#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
(#)
|
Market Value of Shares or Units of Stock That Have Not Vested
(1)
($)
|
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)
($)
|
||
Kathryn Marinello
|
||||||||||
|
3/2/2018
|
|
|
152,266(2)
|
17.73
|
3/2/2025
|
|
|
|
|
3/2/2018
|
|
|
|
|
|
29,188(3)
|
398,416
|
|
|
|
3/2/2018
|
|
|
|
|
|
|
|
131,345(4)
|
1,792,859
|
|
3/2/2017
|
|
|
163,251(5)
|
22.19
|
3/2/2024
|
|
|
|
|
|
3/2/2017
|
|
|
|
|
|
23,321(6)
|
318,332
|
|
|
|
3/2/2017
|
|
|
|
|
|
|
|
34,982(7)
|
477,504
|
|
Jamere Jackson
|
||||||||||
|
10/1/2018
|
|
|
|
|
|
69,075(8)
|
942,874
|
|
|
10/1/2018
|
|
|
|
|
|
|
|
137,783(4)
|
1,880,738
|
|
Paul Stone
|
||||||||||
|
4/1/2018
|
—
|
10,698(9)
|
|
19.85
|
4/2/2025
|
|
|
|
|
4/1/2018
|
|
|
|
|
|
6,045(10)
|
82,514
|
|
|
|
4/1/2018
|
|
|
|
|
|
|
|
27,204(4)
|
371,335
|
|
Murali Kuppuswamy
|
||||||||||
|
3/2/2018
|
—
|
19,616(9)
|
|
17.73
|
3/2/2025
|
|
|
|
|
3/2/2018
|
|
|
|
|
|
11,280(11)
|
153,972
|
|
|
|
3/2/2018
|
|
|
|
|
|
|
|
50,762(4)
|
692,901
|
|
Jodi Allen
|
||||||||||
|
10/2/2017
|
—
|
50,000(12)
|
|
22.36
|
10/2/2024
|
|
|
|
|
|
3/2/2018
|
—
|
11,769(9)
|
|
17.73
|
3/2/2025
|
|
|
|
|
10/2/2017
|
|
|
|
|
|
4,001(13)
|
54,614
|
|
|
|
3/2/2018
|
|
|
|
|
|
6,768(14)
|
92,383
|
|
|
|
3/2/2018
|
|
|
|
|
|
|
|
30,458(4)
|
415,752
|
|
Michel Taride
(15)
|
||||||||||
|
3/4/2010
|
8,015
|
—
|
|
38.45
|
3/4/2020
|
|
|
|
|
3/1/2011
|
10,879
|
—
|
|
57.86
|
3/1/2021
|
|
|
|
|
|
2/17/2015
|
19,266(16)
|
—
|
|
93.09
|
2/17/2020
|
|
|
|
|
|
|
3/2/2017
|
8,553(17)
|
—
|
|
22.19
|
3/2/2024
|
|
|
|
|
Robin Kramer
(15)
|
||||||||||
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Thomas Kennedy
(15)
|
||||||||||
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Tyler Best
(15)
|
||||||||||
|
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(1)
|
Based on the closing market price of the Company’s common stock on December 31, 2018 of $13.65.
|
(2)
|
These Performance Options were awarded to Ms. Marinello in 2018. The Performance Options will be earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period. The award is reported at threshold.
|
(3)
|
These Restricted Stock Units were awarded in 2018. The Restricted Stock Units were earned based on achieving a revenue goal for 2018 and will vest on March 3, 2021, subject to continued employment.
|
(4)
|
These Performance Stock Units were awarded in 2018. The Performance Stock Units will be earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period. The award is reported at maximum.
|
(5)
|
These Performance Options were awarded to Ms. Marinello in 2017. The Performance Options will be earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period. The award is reported at threshold.
|
(6)
|
These Restricted Shares were awarded in 2017 and will vest on October 2, 2020, subject to continued employment.
|
(7)
|
These Performance Shares were awarded in 2017. The Performance Shares will be earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period. The award is reported at threshold.
|
|
57
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Outstanding Equity Awards at Fiscal Year-End 2018
|
(8)
|
These Restricted Stock Units were awarded in 2018. The Restricted Stock Units will vest 1/3 on the first, second and third anniversaries on the grant date, subject to continued employment.
|
(9)
|
These Options were granted in 2018 and will vest 25% on each anniversary of the date of grant, subject to continued employment.
|
(10)
|
These Restricted Stock Units were awarded in 2018. The Restricted Stock Units will vest on April 2, 2021, subject to continued employment.
|
(11)
|
These Restricted Stock Units were awarded in 2018. The Restricted Stock Units will vest on March 2, 2021, subject to continued employment.
|
(12)
|
These Options were granted in 2017 and will vest 100% on the third anniversary of the date of grant, subject to continued employment.
|
(13)
|
These Restricted Stock Units were awarded in 2017. The Restricted Stock Units will vest on October 2, 2020, subject to continued employment.
|
(14)
|
These Restricted Stock Units were awarded in 2018. The Restricted Stock Units will vest 25% on March 2, 2019, 2020, 2021 and 2022, subject to continued employment.
|
(15)
|
Any outstanding unvested awards granted to Ms. Kramer, Mr. Kennedy or Mr. Best were forfeited as of December 31, 2018. Vested options remain exercisable in accordance with their terms until the earlier of (a) the 90th day following the termination date (or, if later, the expiration of any blackout period in effect with respect to such options on such 90th day) and (b) any cancellation or termination in connection with a change in control, or the term of the option, each as provided in the applicable award agreement.
|
(16)
|
These Options were awarded in 2015 and vest for Mr. Taride 25% on each anniversary of the date of grant in each case, subject to continued employment. The fourth tranche of each award vested in the first quarter of 2019.
|
(17)
|
These Options were granted in 2017 and will vest 25% on each anniversary of the date of grant, subject to continued employment.
|
|
58
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Name
|
Stock Awards
|
|
Number of Shares Acquired on Vesting
(#)
|
Value Realized on Vesting
(1)
($)
|
|
Kathryn Marinello
(2)
|
69,710
|
1,235,958
|
Jamere Jackson
|
—
|
—
|
Paul Stone
|
—
|
—
|
Murali Kuppuswamy
|
—
|
—
|
Jodi Allen
|
1,999
|
33,063
|
Michel Taride
(3)
|
20,503
|
374,851
|
Robin Kramer
(4)
|
15,301
|
275,799
|
Thomas Kennedy
|
9,135
|
180,896
|
Tyler Best
|
4,806
|
89,824
|
(1)
|
Value is based on the closing market price of the Company’s common stock on the date of vesting multiplied by the number of vested shares.
|
(2)
|
Includes annual incentive award bonus for 2017 settled in 69,710 shares of common stock.
|
(3)
|
Includes annual incentive award bonus for 2017 settled in 14,101 shares of common stock.
|
(4)
|
Includes annual incentive award bonus for 2017 settled in 13,302 shares of common stock.
|
|
59
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
●
|
The Hertz Corporation Account Balance Defined Benefit Pension Plan (the "Hertz US Pension Plan");
|
●
|
The Hertz Corporation Benefit Equalization Plan; and
|
●
|
The Hertz Corporation Supplemental Executive Retirement Plan.
|
2018 Pension Plan Table
|
Name
|
Plan Name
|
Number of Years Credited Service
(#)
|
Present Value of Accumulated Benefit
(1)
($)
|
Payments During Last Fiscal Year
($)
|
Michel Taride
(2)
|
Hertz UK Pension Plan
|
11
|
1,982,112
|
—
|
Michel Taride
|
Hertz UK Supplemental Plan
|
11
|
1,763,506
|
—
|
(1)
|
The present value calculations use the same assumptions (except for retirement and pre-retirement decrements) used for financial reporting purposes and reflect current compensation levels. The assumptions used in the calculations are as follows:
|
|
60
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Pension Benefits
|
◦
|
For the Hertz UK Pension Plan and Hertz UK Supplemental Plan: 2.7% as of December 31, 2016; 2.6% as of December 31, 2017; and 2.9% as of December 31, 2018.
|
•
|
Mortality Table = 93% of S2PMA CMI 2017 [1.25%].
|
•
|
Retirement Age = 60 or current age if older (earliest unreduced retirement age).
|
•
|
Pre-retirement Decrements = None assumed.
|
•
|
Payment Form = Five year certain and life annuity.
|
(2)
|
Amounts for Mr. Taride have been converted from pounds sterling to U.S. dollars at the 2018 12-month average rate of 1.33296. Credited Service is frozen for Mr. Taride under these plans; his number of actual years of service with us was 33.
|
Name
|
Executive Contributions in 2018
(1)
($)
|
Registrant Contributions in 2018
(2)
($)
|
Aggregate Earnings in 2018
($)
|
Aggregate Withdrawals/Distributions in 2018
($)
|
Aggregate Balance as of December 31, 2018
(3)
($)
|
Kathryn Marinello
|
124,000
|
99,200
|
(22,833)
|
—
|
200,367
|
Jodi Allen
|
12,000
|
9,600
|
(1,669)
|
—
|
19,931
|
(1)
|
For Ms. Marinello, the amounts reported in this column are reported under the “Salary” and "Bonus" columns of the
2018
Summary Compensation table above. For Ms. Allen, the amounts reported in this column are reported under the “Salary” column of the
2018
Summary Compensation table above.
|
(2)
|
The amounts in this column are reported as compensation in the “All Other Compensation” table above.
|
(3)
|
All amounts reported in this column are reflected in the Summary Compensation Table for 2018. No amounts are reported in the Summary Compensation Table for prior years.
|
|
61
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Name
|
Benefit
|
Termination
For Cause
($)
|
Termination
Without Cause/with Good Reason
($)
|
Termination
by Reason of
Retirement
($)
|
Termination
by Reason of
Death/
Disability
($)
|
Termination
Following a
Change in
Control
($)
|
Kathryn Marinello
|
||||||
|
Severance
|
—
|
5,437,500
|
—
|
—
|
9,062,500
|
|
Annual Bonus
|
—
|
1,613,502
(1)
|
—
|
|
2,175,000
|
|
Continued Benefits
|
—
|
18,231
|
—
|
—
|
34,610
(2)
|
|
Outplacement
|
—
|
25,000
|
—
|
—
|
25,000
|
|
Life Insurance
|
—
|
—
|
—
|
1,450,000
(4)
|
—
|
|
Performance Shares and PSUs
|
—
|
636,090
(5)
|
—
|
969,611
(5)
|
2,150,244
(5)
|
|
Restricted Shares and RSUs
|
—
|
212,025
(5)
|
—
|
249,085
(5)
|
716,748
(5)
|
|
Total
|
—
|
7,942,348
|
—
|
2,668,696
|
14,164,102
|
Jamere Jackson
|
||||||
|
Severance
|
—
|
1,558,387
|
—
|
—
|
1,558,387
|
|
Annual Bonus
|
—
|
232,254
(1)
|
—
|
|
263,925
|
|
Continued Benefits
|
—
|
9,467
(3)
|
—
|
—
|
9,467
(3)
|
|
Outplacement
|
—
|
25,000
|
—
|
—
|
25,000
|
|
Life Insurance
|
—
|
—
|
—
|
775,000
(4)
|
—
|
|
Performance Shares and PSUs
|
—
|
—
|
—
|
104,491
(5)
|
1,253,821
(5)
|
|
Restricted Shares and RSUs
|
—
|
—
|
—
|
78,569
(5)
|
942,874
(5)
|
|
Total
|
—
|
1,825,108
|
—
|
958,060
|
4,053,474
|
Paul Stone
|
||||||
|
Severance
|
—
|
1,650,000
|
—
|
—
|
1,650,000
|
|
Annual Bonus
|
—
|
484,000
(1)
|
—
|
|
550,000
|
|
Continued Benefits
|
—
|
17,136
(3)
|
—
|
—
|
17,136
(3)
|
|
Outplacement
|
—
|
25,000
|
—
|
—
|
25,000
|
|
Life Insurance
|
—
|
—
|
—
|
550,000
(4)
|
—
|
|
Performance Shares and PSUs
|
—
|
—
|
—
|
61,889
(5)
|
247,556
(5)
|
|
Restricted Shares and RSUs
|
—
|
—
|
—
|
20,625
(5)
|
82,514
(5)
|
|
Total
|
—
|
2,176,136
|
—
|
632,514
|
2,572,206
|
(1)
|
Reported as actual bonus earned as of December 31,
2018
.
|
(2)
|
Includes life insurance benefits in addition to healthcare benefits for covered period.
|
(3)
|
Includes health care benefits for covered period.
|
(4)
|
Life insurance payment only payable upon death.
|
(5)
|
Represents the incremental vesting value of outstanding awards that vest in the event of the specified termination event.
|
|
62
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Potential Payments on Termination or Change in Control
|
Name
|
Benefit
|
Termination
For Cause
($)
|
Termination
Without Cause/with Good Reason
($)
|
Termination
by Reason of
Retirement
($)
|
Termination
by Reason of
Death/
Disability
($)
|
Termination
Following a
Change in
Control
($)
|
Murali Kuppuswamy
|
||||||
|
Severance
|
—
|
1,236,000
|
—
|
—
|
1,236,000
|
|
Annual Bonus
|
—
|
271,920
(1)
|
—
|
—
|
309,000
|
|
Continued Benefits
|
—
|
—
|
—
|
—
|
—
|
|
Outplacement
|
—
|
25,000
|
—
|
—
|
25,000
|
|
Life Insurance
|
—
|
—
|
—
|
515,000
(4)
|
—
|
|
Performance Shares and PSUs
|
—
|
—
|
—
|
128,310
(5)
|
461,930
(5)
|
|
Restricted Shares and RSUs
|
—
|
—
|
—
|
42,765
(5)
|
153,972
(5)
|
|
Total
|
—
|
1,532,920
|
—
|
686,075
|
2,185,902
|
Jodi Allen
|
||||||
|
Severance
|
—
|
1,236,000
|
—
|
—
|
1,236,000
|
|
Annual Bonus
|
—
|
271,920
(1)
|
—
|
—
|
309,000
|
|
Continued Benefits
|
—
|
16,358
(3)
|
—
|
—
|
16,358
(3)
|
|
Outplacement
|
—
|
25,000
|
—
|
—
|
25,000
|
|
Life Insurance
|
—
|
—
|
—
|
515,000
(4)
|
—
|
|
Performance Shares and PSUs
|
—
|
—
|
—
|
76,986
(5)
|
277,163
(5)
|
|
Restricted Shares and RSUs
|
—
|
—
|
—
|
32,473
(5)
|
146,997
(5)
|
|
Total
|
—
|
1,549,278
|
—
|
624,459
|
2,010,518
|
Michel Taride
|
||||||
|
Severance
|
—
|
1,271,178
|
—
|
—
|
1,588,972
|
|
Annual Bonus
|
—
|
0
(1)
|
—
|
—
|
129,869
|
|
Continued Benefits
|
—
|
67,908
|
—
|
—
|
88,046
(2)
|
|
Outplacement
|
—
|
25,000
|
—
|
—
|
25,000
|
|
Life Insurance
|
—
|
—
|
—
|
2,022,880
(4)
|
—
|
|
Performance Shares and PSUs
|
—
|
—
|
834,493
|
834,493
(5)
|
1,662,597
|
|
Restricted Shares and RSUs
|
—
|
—
|
314,291
|
369,724
(5)
|
599,604
|
|
Retiree Car Benefit
|
—
|
281,000
|
281,000
|
281,000
(6)
|
281,000
|
|
Total
|
—
|
1,645,086
|
1,429,784
|
3,508,097
|
4,375,088
|
(1)
|
Reported as actual bonus earned as of December 31,
2018
.
|
(2)
|
Includes life insurance benefits in addition to healthcare benefits for covered period.
|
(3)
|
Includes health care benefits for covered period.
|
(4)
|
Life insurance payment only payable upon death.
|
(5)
|
Represents the incremental vesting value of outstanding awards that vest in the event of the specified termination event.
|
(6)
|
Amount for Mr. Taride have been translated from pounds sterling to U.S. dollars at the spot exchange rate of 1.2643.
|
|
63
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
(1)
|
As those terms are defined in the Severance Plan for Senior Executives.
|
|
64
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Severance Plan and Employment, Separation and Change in Control Agreements
|
Executive Officer
|
Annual Base Salary
|
Target Annual Bonus
|
Target Equity Awards
(6)
|
Other Compensation and Benefits
|
|
Kathryn Marinello
(1)
|
|||||
|
No less than $1,450,000
|
No less than 150% of Annual Base Salary.
|
Eligible for equity awards on a basis no less favorable than grants made to other senior executives, unless otherwise agreed by Ms. Marinello and the Company.
|
Ms. Marinello will serve as President, CEO a director of the Company and Hertz. Employment period from January 3, 2017 to December 31, 2019. During employment period, will serve on the Board. Participation in employee and senior executive benefits and perquisites programs available to senior executives. $25,000 annual payment for travel expenses. If employment is terminated by the Company without cause, by Ms. Marinello for good reason or due to death or disability, entitled to vesting of any unvested portion of sign-on equity awards based on the Company's performance at the end of the performance period and prorated based on the portion of the vesting period elapsed as of the date of termination.
|
|
Jamere Jackson
(2)(3)
|
|||||
|
$775,000
|
110% of Annual Base Salary.
|
$1,128,000 of Restricted Stock Units and $1,500,000 of Performance Stock Units granted in 2018. $2,000,000 target value of annual equity award grants in 2019.
|
$1,029,000 one-time sign-on cash award paid in 2018. $250,000 cash award paid in March 2019. Company vehicle for personal and professional use. Reimbursement of relocation expenses. Participation in employee benefit plans offered to other senior executives. Up to $4,000 annually for financial planning services.
|
|
Paul Stone
|
|||||
|
$550,000
|
100% of Annual Base Salary.
|
$600,000 target value of annual equity award grants.
|
$200,000 one-time sign-on bonus paid in 2018. Company vehicle for personal and professional use. Reimbursement of relocation expenses. Participation in employee benefit plans offered to other senior executives. Up to $4,000 annually for financial planning services.
|
|
Murali Kuppuswamy
|
|||||
|
$515,000
|
60% of Annual Base Salary. Payout of no less than 50% of Target Annual Bonus for 2018.
|
$1,000,000 target value of annual equity award grants.
|
Company vehicle for personal and professional use. Reimbursement of relocation expenses. Participation in employee benefit plans offered to other senior executives. Up to $4,000 annually for financial planning services.
|
|
Jodi Allen
(4)
|
|||||
|
$515,000
|
60% of Annual Base Salary. Payout of no less than 50% of Target Annual Bonus for 2018.
|
$600,000 target value of annual equity award grants.
|
Company vehicle for personal and professional use. Reimbursement of relocation expenses. Participation in employee benefit plans offered to other senior executives. Up to $4,000 annually for financial planning services.
|
|
65
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Severance Plan and Employment, Separation and Change in Control Agreements
|
Executive Officer
|
Annual Base Salary
|
Target Annual Bonus
|
Equity Awards
|
Other Compensation and Benefits
|
|
Robin Kramer
(5)
|
|||||
|
$500,000
|
55% of Annual Base Salary. Payout of no less than 100% of Target Annual Bonus for 2018.
|
At the discretion of the Compensation Committee.
|
Contingent on continued employment through September 30, 2018 and March 31, 2019 ("vesting dates"), a cash retention award of $500,000, payable in two equal installments of $250,000 on each vesting date. Company vehicle for personal and professional use. Reimbursement of relocation expenses. Participation in employee benefit plans offered to other senior executives.
|
(1)
|
Ms. Marinello’s employment agreement is filed as exhibit 10.1 to the Form 8-K/A the Company filed on March 7, 2017.
|
(2)
|
Mr. Jackson's employment arrangement is filed as exhibit 10.1 to the Form 8-K the Company filed on August 20, 2018. The employment arrangement was modified by increasing the 30-day cash award from $704,000 to $1,029,000, which was disclosed in the Form 8-K the Company filed on August 31, 2018.
|
(3)
|
Mr. Jackson's Restricted Stock Units vest one-third per year on the anniversary of the grant date assuming continued employment. Mr. Jackson's Performance Stock Units vest on the third anniversary of the grant date assuming continued employment and subject to the attainment of applicable performance metrics.
|
(4)
|
Ms. Allen's stock options vest on the third anniversary of the grant date and have a seven year term assuming continued employment. Ms. Allen's Restricted Stock Units vest one-third per year on the anniversary of the grant date assuming continued employment.
|
(5)
|
Pursuant to the Kramer Retention Agreement, Ms. Kramer was paid a retention bonus of $250,000 in September 2018 and forfeited any right to payment of the remaining balance of her retention bonus as a result of her resignation from the Company.
|
(6)
|
Other than with respect to Mr. Jackson's 2018 equity awards, all actual equity awards are subject to the discretion of the Compensation Committee.
|
Officer and Termination Date
|
Basis of Termination
|
Cash Payments
|
Vesting of Equity Awards
|
Other
|
Michel Taride
(1)
March 31, 2019
|
“Qualifying Termination” under Severance Plan for Senior Executives.
|
£1,126,443, payable through (i) a one-time payment of £326,627 and (ii) 23 equal monthly installments of £34,774.60.
|
All equity awards that remained unvested as of the termination date were forfeited.
|
Continued medical, dental and accident insurance for the 24-month period following the termination date. Up to $25,000 to cover the cost of any outplacement services by a professional provider for the 12-month period following the Separation Date. Use of a car from the Company until age 80 and eligibility for a retiree car rental discount. Monthly pension pursuant to the Hertz UK 1972 Pension Plan and the Hertz Supplementary Pension Plan.
|
Thomas Kennedy
(2)
August 20, 2018
|
$1,635,000, payable in equal installments over the 18-month period following termination. Eligible for pro-rated 2018 bonus based on the number of days employed by the Company in 2018 and based on actual performance.
|
Continued health and welfare insurance benefits for the 18-month period following the termination date or the date on which the former executive officer becomes eligible for comparable health and welfare benefits through a new employer, whichever is earlier. In lieu of outplacement benefits, $25,000 in cash following the termination date. Reimbursement for legal fees associated with the negotiation of the separation agreement.
|
||
Tyler Best
(3)
April 19, 2018
|
$1,290,000, payable in equal installments over the 18-month period following termination. Eligible for pro-rated 2018 bonus based on the number of days employed by the Company in 2018 and based on actual performance.
|
(1)
|
The Taride Separation Agreement is filed as exhibit 10.1 to the Form 8-K the Company filed on March 7, 2019.
|
(2)
|
Mr. Kennedy's separation agreement is filed as exhibit 10.1 to the Form 8-K the Company filed on August 31, 2018.
|
(3)
|
Ms. Best's separation agreement is filed as exhibit 10.1 to the Form 8-K the Company filed on May 9, 2018.
|
|
66
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Severance Plan and Employment, Separation and Change in Control Agreements
|
(1)
|
Ms. Marinello’s Change in Control Agreement is filed as exhibit 10.2 to the Form 8-K/A the Company filed on March 7, 2017.
|
(2)
|
As those terms are defined in the Change in Control Agreement.
|
(3)
|
The Change in Control Agreement provides for a reduction in change in control payments to the extent a reduction would place Ms. Marinello in a more favorable after-tax position.
|
|
67
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Severance Plan and Employment, Separation and Change in Control Agreements
|
Award
|
Death or Disability
(1)
|
Voluntary
|
Retirement
(1)
|
For
Cause
(1)
|
Without
Cause
(1)
|
Change In
Control If Not
Assumed/
Substituted
(1)(2)
|
EICP
|
Forfeit
(3)
|
Forfeit
(3)
|
Forfeit
(3)
|
Forfeit
(3)
|
Pro-rata
(4)
|
Pro-rata
|
Options
|
Unvested vest
|
Forfeit
unvested
|
Forfeit
unvested
|
Forfeit all
|
Forfeit
unvested
|
Unvested vest
|
PSUs and Performance Shares
|
Pro-rata
|
Forfeit
unvested
|
Forfeit unvested
(5)
|
Forfeit
unvested
|
Forfeit
unvested
|
Unvested vest
|
RSUs and Restricted Shares
|
Pro-rata
|
Forfeit
unvested
|
Forfeit unvested
(5)
|
Forfeit
unvested
|
Forfeit
unvested
|
Unvested vest
|
Other Outstanding Awards
|
Unvested vest
|
Forfeit
unvested
|
Pro-rata
|
Forfeit
unvested
|
Forfeit
unvested
|
Unvested vest
|
(1)
|
As those terms are defined in the Existing Plan.
|
(2)
|
The terms of the Existing Plan contain “double-trigger” provisions in the event of a change in control. If equity awards are exchanged for or replaced by a substitute award, then the awards will not automatically vest upon a change in control. However, if a change in control occurs and the awards are not exchanged or replaced, all options shall immediately become exercisable, the restriction period on all Restricted Shares and RSUs shall lapse immediately prior to such change in control and outstanding Performance Shares and PSUs issued to our NEOs generally vest.
|
(3)
|
Assumes that employment ends prior to the end of the fiscal year of the Company under the Senior Executive Bonus Plan.
|
(4)
|
Amount is payable under the Severance Plan for Senior Executives.
|
(5)
|
The Compensation Committee has the discretion to authorize that the participant retain a pro-rata share of unvested equity awards.
|
|
68
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
●
|
Each person known to own beneficially more than 5% of our common stock;
|
●
|
Each of the directors or director nominees of the Company;
|
●
|
Each of the executive officers named in the Summary Compensation Table; and
|
●
|
All of the Company’s executive officers and directors as a group.
|
Name and Address of Beneficial Owner
|
Shares Beneficially Owned
|
|||
Number
|
Percent
|
|||
Carl Icahn
(1)
|
24,263,869
|
|
28.85
|
%
|
Dimensional Fund Advisors LP
(2)
|
7,114,841
|
|
8.46
|
%
|
PAR Investment Partners, L.P.
(3)
|
5,888,576
|
|
7.00
|
%
|
Gamco Investors, Inc.
(4)
|
5,675,912
|
|
6.75
|
%
|
The Vanguard Group
(5)
|
4,878,269
|
|
5.80
|
%
|
D.E. Shaw Galvanic Portfolios, LLC
(6)
|
4,319,210
|
|
5.14
|
%
|
Renaissance Technologies, LLC
(7)
|
4,248,548
|
|
5.05
|
%
|
Glenview Capital Management, LLC
(8)
|
4,206,672
|
|
5.00
|
%
|
David Barnes
|
24,605
|
|
**
|
|
SungHwan Cho
|
20,837
|
|
**
|
|
Vincent Intrieri
(10)
|
50,403
|
|
**
|
|
Henry Keizer
(11)
|
51,578
|
|
**
|
|
Kathryn Marinello
|
48,021
|
|
**
|
|
Anindita Mukherjee
|
9,988
|
|
**
|
|
Daniel Ninivaggi
(10)
|
31,668
|
|
**
|
|
Kevin Sheehan
|
14,458
|
|
**
|
|
Jamere Jackson
|
—
|
|
**
|
|
Paul Stone
|
—
|
|
**
|
|
Murali Kuppuswamy
|
4,904
|
|
**
|
|
Jodi Allen
|
6,066
|
|
**
|
|
Michel Taride
(12)
|
101,145
|
|
**
|
|
|
69
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Ownership of Our Common Stock
|
Robin Kramer
(12)
|
17,834
|
|
**
|
|
Thomas Kennedy
(12)
|
118,976
|
|
**
|
|
Tyler Best
(12)
|
68,670
|
|
**
|
|
All directors and executive officers as a group
(9)
|
262,528
|
|
**
|
|
(1)
|
Represents shares held by the following group of entities associated with Mr. Carl C. Icahn: High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”) and Beckton Corp. (“Beckton”). The principal business address of each of (i) High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza, 445 Hamilton Avenue — Suite 1210, White Plains, NY 10601, and (ii) Carl Icahn is c/o Icahn Associates Holding LLC, 767 Fifth Avenue, 47th Floor, New York, NY 10153. Each of Hopper, Barberry and Carl Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own the shares which High River directly beneficially owns. Each of Hopper, Barberry and Carl Icahn disclaims beneficial ownership of such shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl Icahn disclaims beneficial ownership of such shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl Icahn disclaims beneficial ownership of such shares for all other purposes. The immediately preceding information in this footnote is based solely on the Schedule 13D/A filed with the SEC on March 5, 2019 by Carl Icahn and entities associated with Carl Icahn.
|
(2)
|
A report on Schedule 13G/A, filed February 8, 2019, disclosed that Dimensional Fund Advisors LP, an investment adviser, was the beneficial owner of 7,114,841 shares of common stock as of December 31, 2018. Dimensional Fund Advisors LP has reported that it has (i) sole power to vote or direct the vote of 6,951,610 shares of common stock, (ii) sole power to dispose of or direct the disposition of 7,114,841 shares of common stock, (iii) shared power to vote or direct the vote of 0 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 0 shares of common stock. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. All information regarding Dimensional Fund Advisors LP is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 8, 2019.
|
(3)
|
A report on Schedule 13G/A, filed February 14, 2019, disclosed that PAR Investment Partners, L.P., an investment adviser, and its affiliates were the beneficial owner of 5,888,576 shares of common stock as of December 31, 2018. PAR Investment Partners, L.P. has reported that it has (i) sole power to vote or direct the vote of 5,888,576 shares of common stock, (ii) sole power to dispose of or direct the disposition of 5,888,576 shares of common stock, (iii) shared power to vote or direct the vote of 0 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 0 shares of common stock. The address of PAR Investment Partners, L.P. is 200 Clarendon Street, Floor 48, Boston, MA 02116. All information regarding PAR Investment Partners, L.P. is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 14, 2019.
|
(4)
|
A report on Schedule 13F filed February 14, 2018, disclosed that GAMCO Investors, Inc., public company listed on the New York Stock Exchange, and its affiliates were the beneficial owner of 5,675,912 shares of common stock as of December 31, 2018. GAMCO Investors, Inc. and certain of its affiliates have indirect power to vote or direct the vote of and sole power to dispose of or direct the disposition of 5,165,012 shares of common stock. The address of GAMCO Investors, Inc. is One Corporate Center, Rye, New York 10580. All information regarding GAMCO Investors, Inc. is based on that entity’s report on Schedule 13D/A filed with the SEC on May 24, 2017 and Schedule 13F filed with the SEC on January 30, 2019.
|
(5)
|
A report on Schedule 13G/A, filed February 12, 2019, disclosed that The Vanguard Group, an investment adviser, was the beneficial owner of 4,878,269 shares of common stock as of December 31, 2018. The Vanguard Group has reported that it has (i) sole power to vote or direct the vote of 54,004 shares of common stock, (ii) sole power to dispose of or direct the disposition of 4,821,938 shares of common stock, (iii) shared power to vote or direct the vote of 8,466 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 56,331 shares of common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. All information regarding The Vanguard Group is based on that entity’s report on Schedule 13G, filed with the SEC on February 12, 2019.
|
(6)
|
A report on Schedule 13G/A, filed February 14, 2019, disclosed that D.E. Shaw Galvanic Portfolios, LLC, an investment advisor, and its affiliates were the beneficial owner of 4,319,210 shares of common stock as of December 31, 2018. D.E. Shaw Galvanic Portfolios, LLC has reported that it has (i) sole power to vote or direct the vote of 0 shares of common stock, (ii) sole power to dispose of or direct the disposition of 0 shares of common stock, (iii) shared power to vote or direct the vote of 4,319,210 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 4,319,210 shares of common stock. The address of D.E. Shaw Galvanic Portfolios, LLC is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036. All information regarding D.E. Shaw Galvanic Portfolios, LLC is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 14, 2019.
|
(7)
|
A report on Schedule 13G, filed February 12, 2019, disclosed that Renaissance Technologies LLC, an investment adviser, and its affiliates were the beneficial owner of 4,248,548 shares of common stock as of December 31, 2018. Renaissance Technologies LLC has reported that it has (i) sole power to vote or direct the vote of 4,165,618 shares of common stock, (ii) sole power to dispose of or direct the disposition of 4,165,618 shares of common stock, (iii) shared power to vote or direct the vote of 0 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 82,930 shares of common stock. The address of Renaissance Technologies LLC is 800 Third Avenue, New York, NY 10022. All information regarding Renaissance Technologies LLC is based on that entity’s report on Schedule 13G, filed with the SEC on February 12, 2019.
|
(8)
|
A report on Schedule 13G/A, filed February 14, 2019, disclosed that Glenview Capital Management, LLC, an investment advisor, and its affiliates were the beneficial owner of 4,206,672 shares of common stock as of December 31, 2018. Glenview Capital Management, LLC has reported that it has (i) sole power to vote or direct the vote of 0 shares of common stock, (ii) sole power to dispose of or direct the disposition of 0 shares of common stock, (iii) shared power to vote or direct the vote of 4,206,672 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 4,206,672 shares of common stock. The address of Glenview Capital Management, LLC is 767 Fifth Avenue,
|
|
70
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Ownership of Our Common Stock
|
(9)
|
Includes employee and/or director stock options held directly by the beneficial owner that are currently exercisable or that will become exercisable within sixty days; and phantom shares issued under the Director Compensation Policy.
|
(10)
|
Includes the following phantom shares issued under the Director Compensation Policy: (i) 20,707 for Mr. Intrieri; and (ii) 4,680 for Mr. Ninivaggi.
|
(11)
|
Mr. Keizer’s shares are jointly held with his wife.
|
(12)
|
The amounts reported for (i) Mr. Taride are as of effective date of separation under the Taride Separation Agreement, March 31, 2019, (ii) Ms. Kramer are as of the last date of her employment, November 16, 2018, (iii) Mr. Kennedy are as of the last date of his employment, August 20, 2018, and (iv) Mr. Best are as of the last date of her employment, April 20, 2018. Includes the following stock options: (i) for Mr. Taride 46,713, (ii) for Ms. Kramer 11,772, (iii) for Mr. Kennedy 63,600 and (iv) for Mr. Best 65,465.
|
|
71
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Stockholders Entitled to Vote at the Annual Meeting
|
Voting Procedures
|
●
|
Voting by Internet:
Follow the instructions on
www.proxyvote.com
.
|
●
|
Voting by Telephone:
Call 1-800-690-6903 and follow the instructions provided by the recorded message.
|
●
|
Voting by Mail:
If you receive a paper copy of the proxy materials, you may vote your shares by completing, signing, dating and returning the proxy card included in the printed proxy materials.
|
●
|
Voting in Person:
See the procedures for voting in person below.
|
Procedures for Attending and Voting at the 2019 Annual Meeting
|
●
|
Admission ticket in your proxy materials;
|
●
|
Photo identification; and
|
●
|
Proof of stock ownership.
|
Notice of Internet Availability of Proxy Materials
|
Voting Options; Quorum
|
|
72
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Proxy Procedures and Information About the Annual Meeting
|
Proposal
|
Vote Required for Adoption
|
Effect of
Abstentions
|
Effect of
Broker
Non-Votes
|
Election of Directors
|
Majority of shares cast
|
No effect
|
No effect
|
Amendment and Restatement of Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
Majority of shares present
|
Vote "against"
|
No effect
|
Ratification of Ernst & Young LLP
|
Majority of shares present
|
Vote “against”
|
N/A
|
Advisory Vote on Executive Compensation
|
Majority of shares present
|
Vote “against”
|
No effect
|
Revocation of Proxies
|
Solicitation of Proxies
|
Additional Information
|
Other Business
|
|
73
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Proxy Procedures and Information About the Annual Meeting
|
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting
|
Proposals for 2020 Annual Meeting of Stockholders
|
2018 Annual Report
|
|
74
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
●
|
Adjusted Corporate EBITDA, as presented herein, represents Corporate EBITDA as adjusted for income or loss attributable to noncontrolling interests and certain other miscellaneous or non-recurring items, as described in more detail in the accompanying reconciliation that follows.
|
●
|
Adjusted Corporate EBITDA Margin is calculated as the ratio of Adjusted Corporate EBITDA to total revenues and is used by the Compensation Committee to determine certain executive compensation, primarily in the form of PSUs.
|
●
|
Adjusted Pre-tax Income (Loss) is calculated as income (loss) before income taxes plus non-cash acquisition accounting charges, debt-related charges relating to the amortization and write-off of debt financing costs and debt discounts and premiums, goodwill, intangible and tangible asset impairments and write-downs, information technology and finance transformation costs, net income or loss attributable to noncontrolling interests and certain other miscellaneous or non-recurring items. Adjusted Pre-tax Income (Loss) is important to management because it allows management to assess operational performance of the Company's business, exclusive of the items mentioned above. It also allows management to assess the performance of the entire business on the same basis as the segment measure of profitability. Management believes it is important to investors for the same reasons it is important to management and because it allows them to assess the operational performance of the Company on the same basis that management uses internally. When evaluating the Company's operating performance, investors should not consider Adjusted Pre-tax Income (Loss) in isolation of, or as a substitute for, measures of the Company's financial performance, such as net income (loss) or income (loss) before income taxes.
|
●
|
Adjusted Net Income
(Loss) is calculated as Adjusted Pre-tax Income (Loss) less a provision for income taxes derived utilizing a combined statutory rate. The combined statutory rate is management's estimate of the Company's long-term tax rate. Adjusted Net Income (Loss) is important to management and investors because it represents the Company's operational performance exclusive of the effects of purchase accounting, debt-related charges, net income or loss attributable to noncontrolling interests and certain other miscellaneous or non-recurring items that are not operational in nature or comparable to those of the Company's competitors.
|
●
|
Corporate EBITDA, as presented herein, represents Gross EBITDA as adjusted for vehicle debt interest, vehicle depreciation and vehicle debt-related charges.
|
●
|
Gross EBITDA is defined as net income (loss) before net interest expense, income taxes and depreciation (which includes lease charges on revenue earning vehicles) and amortization.
|
|
75
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex A - Non-GAAP Measures
|
|
Twelve Months Ended December 31, 2018
|
|
Twelve Months Ended December 31, 2017
|
||||||||||||||||||||||||||||||||||||
(In millions, except per share data)
|
U.S. Rental Car
|
|
Int'l Rental Car
|
|
All Other Operations
|
|
Corporate
|
|
Hertz Global
|
|
U.S. Rental Car
|
|
Int'l Rental Car
|
|
All Other Operations
|
|
Corporate
|
|
Hertz Global
|
||||||||||||||||||||
Net income (loss)
|
|
|
|
|
|
|
|
|
$
|
(227
|
)
|
|
|
|
|
|
|
|
|
|
$
|
327
|
|
||||||||||||||||
Income tax provision (benefit)
|
|
|
|
|
|
|
|
|
(30
|
)
|
|
|
|
|
|
|
|
|
|
(902
|
)
|
||||||||||||||||||
Income (loss) before income taxes
|
$
|
185
|
|
|
$
|
166
|
|
|
$
|
83
|
|
|
$
|
(691
|
)
|
|
$
|
(257
|
)
|
|
$
|
(171
|
)
|
|
$
|
185
|
|
|
$
|
68
|
|
|
$
|
(657
|
)
|
|
$
|
(575
|
)
|
Depreciation and amortization
|
1,837
|
|
|
480
|
|
|
574
|
|
|
17
|
|
|
2,908
|
|
|
2,085
|
|
|
449
|
|
|
489
|
|
|
15
|
|
|
3,038
|
|
||||||||||
Interest, net of interest income
|
144
|
|
|
113
|
|
|
27
|
|
|
455
|
|
|
739
|
|
|
132
|
|
|
80
|
|
|
19
|
|
|
406
|
|
|
637
|
|
||||||||||
Gross EBITDA
|
$
|
2,166
|
|
|
$
|
759
|
|
|
$
|
684
|
|
|
$
|
(219
|
)
|
|
$
|
3,390
|
|
|
$
|
2,046
|
|
|
$
|
714
|
|
|
$
|
576
|
|
|
$
|
(236
|
)
|
|
$
|
3,100
|
|
Revenue earning vehicle depreciation and lease charges, net
|
(1,678
|
)
|
|
(448
|
)
|
|
(564
|
)
|
|
—
|
|
|
(2,690
|
)
|
|
(1,904
|
)
|
|
(416
|
)
|
|
(478
|
)
|
|
—
|
|
|
(2,798
|
)
|
||||||||||
Vehicle debt interest
|
(291
|
)
|
|
(114
|
)
|
|
(43
|
)
|
|
—
|
|
|
(448
|
)
|
|
(226
|
)
|
|
(75
|
)
|
|
(30
|
)
|
|
—
|
|
|
(331
|
)
|
||||||||||
Vehicle debt-related charges
(a)
|
22
|
|
|
10
|
|
|
4
|
|
|
—
|
|
|
36
|
|
|
20
|
|
|
8
|
|
|
4
|
|
|
—
|
|
|
32
|
|
||||||||||
Loss on extinguishment of vehicle-related debt
(b)
|
2
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||||
Corporate EBITDA
|
$
|
221
|
|
|
$
|
227
|
|
|
$
|
81
|
|
|
$
|
(219
|
)
|
|
$
|
310
|
|
|
$
|
(64
|
)
|
|
$
|
231
|
|
|
$
|
72
|
|
|
$
|
(236
|
)
|
|
$
|
3
|
|
Non-cash stock-based compensation charges
(c)(d)
|
—
|
|
|
1
|
|
|
—
|
|
|
13
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|
19
|
|
||||||||||
Restructuring and restructuring related charges
(e)
|
6
|
|
|
4
|
|
|
2
|
|
|
20
|
|
|
32
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
12
|
|
|
20
|
|
||||||||||
Impairment charges and asset write-downs
(f)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|
118
|
|
||||||||||
Information technology and finance transformation costs
(g)
|
—
|
|
|
1
|
|
|
—
|
|
|
97
|
|
|
98
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
68
|
|
||||||||||
Other items
(h)
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
(17
|
)
|
|
(21
|
)
|
|
24
|
|
|
(1
|
)
|
|
2
|
|
|
14
|
|
|
39
|
|
||||||||||
Adjusted Corporate EBITDA
|
$
|
226
|
|
|
$
|
231
|
|
|
$
|
82
|
|
|
$
|
(106
|
)
|
|
$
|
433
|
|
|
$
|
50
|
|
|
$
|
235
|
|
|
$
|
74
|
|
|
$
|
(92
|
)
|
|
$
|
267
|
|
Non-vehicle depreciation and amortization
|
(159
|
)
|
|
(32
|
)
|
|
(10
|
)
|
|
(17
|
)
|
|
(218
|
)
|
|
(181
|
)
|
|
(33
|
)
|
|
(11
|
)
|
|
(15
|
)
|
|
(240
|
)
|
||||||||||
Non-vehicle debt interest, net of interest income
|
147
|
|
|
1
|
|
|
16
|
|
|
(455
|
)
|
|
(291
|
)
|
|
94
|
|
|
(5
|
)
|
|
11
|
|
|
(406
|
)
|
|
(306
|
)
|
||||||||||
Non-vehicle debt-related charges
(a)
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
|
15
|
|
||||||||||
Loss on extinguishment of non-vehicle-related debt
(b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
13
|
|
||||||||||
Non-cash stock-based compensation charges
(c)(d)
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(13
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|
(19
|
)
|
||||||||||
Acquisition accounting
(i)
|
50
|
|
|
5
|
|
|
6
|
|
|
1
|
|
|
62
|
|
|
50
|
|
|
6
|
|
|
6
|
|
|
—
|
|
|
62
|
|
||||||||||
Other
(j)
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||||||
Adjusted Pre-tax Income (Loss)
(k)
|
$
|
262
|
|
|
$
|
204
|
|
|
$
|
94
|
|
|
$
|
(579
|
)
|
|
$
|
(19
|
)
|
|
$
|
13
|
|
|
$
|
203
|
|
|
$
|
80
|
|
|
$
|
(506
|
)
|
|
$
|
(210
|
)
|
Income tax (provision) benefit on Adjusted Pre-tax Income (Loss)
(l)
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
|
|
|
78
|
|
||||||||||||||||||
Adjusted Net Income (Loss)
|
|
|
|
|
|
|
|
|
$
|
(14
|
)
|
|
|
|
|
|
|
|
|
|
$
|
(132
|
)
|
(a)
|
Represents debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.
|
(b)
|
In 2018, primarily comprised of
$20 million
of early redemption premium and write-off of deferred financing costs associated with the redemption of the outstanding
4.375%
European Vehicle
Notes due January 2019
. In 2017, comprised of
$6 million
of early redemption premium and write-off of deferred financing costs associated with the redemption of the outstanding 4.25% Senior Notes due April 2018 and
$7 million
write-off of deferred financing costs associated with the termination of commitments under the Senior RCF.
|
(c)
|
Stock-based compensation expense is an adjustment for purposes of calculating Adjusted Corporate EBITDA but not for calculating Adjusted Pre-tax Income (Loss).
|
(d)
|
For the twelve months ended December 31, 2017, excludes $2 million of stock-based compensation expenditures included in restructuring and restructuring related charges.
|
(e)
|
Represents charges incurred under restructuring actions as defined in U.S. GAAP, excluding impairments and asset write-downs, which are shown separately in the table. Also includes restructuring related charges such as incremental costs incurred directly supporting business transformation initiatives. Such costs include transition costs incurred in connection with business process outsourcing arrangements and incremental costs incurred to facilitate business process re-engineering initiatives that involve significant organization redesign and extensive operational process changes. Also includes consulting costs, legal fees, a net loss contingency of $13.6 million and other expenses related to the previously disclosed accounting review and investigation.
|
|
76
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex A - Non-GAAP Measures
|
(f)
|
In 2017, primarily represents an
$86 million
impairment of the Dollar Thrifty tradename and an impairment of
$30 million
related to an equity method investment.
|
(g)
|
Represents costs associated with the Company’s information technology and finance transformation programs, both of which are multi-year initiatives to upgrade and modernize the Company’s systems and processes.
|
(h)
|
Represents miscellaneous or non-recurring items, and includes amounts attributable to noncontrolling interests. In 2018, also includes a
$20 million
gain on marketable securities and a
$6 million
legal settlement received in the second quarter related to an oil spill in the Gulf of Mexico in 2010. In 2017, also includes net expenses of
$16 million
resulting from hurricanes, partially offset by a
$6 million
gain on the sale of the Company's Brazil Operations and a
$4 million
return of capital from an equity method investment,and charges of
$5 million
relating to PLPD as a result of a terrorist event.
|
(i)
|
Represents incremental expense associated with amortization of other intangible assets and depreciation of property and equipment relating to acquisition accounting.
|
(j)
|
Comprised of items, other than stock-based compensation, that are adjustments for purposes of calculating Adjusted Corporate EBITDA but not for calculating Adjusted Pre-tax Income (Loss).
|
(k)
|
Adjustments by caption to arrive at Adjusted Pre-tax Income (Loss) are as follows:
|
Increase (decrease) to expenses
|
|
Twelve Months Ended December 31,
|
||||||
(In millions)
|
|
2018
|
|
2017
|
||||
Direct vehicle and operating
|
|
$
|
(63
|
)
|
|
$
|
(93
|
)
|
Selling, general and administrative
|
|
(127
|
)
|
|
(99
|
)
|
||
Interest expense, net:
|
|
|
|
|
||||
Vehicle
|
|
(58
|
)
|
|
(32
|
)
|
||
Non-vehicle
|
|
(14
|
)
|
|
(28
|
)
|
||
Total interest expense, net
|
|
(72
|
)
|
|
(60
|
)
|
||
Intangible asset impairments
|
|
—
|
|
|
(86
|
)
|
||
Other income (expense), net
|
|
26
|
|
|
(27
|
)
|
||
Noncontrolling interests
|
|
(2
|
)
|
|
—
|
|
||
Total adjustments
|
|
$
|
(238
|
)
|
|
$
|
(365
|
)
|
(l)
|
Derived utilizing a combined statutory rate of 25% and 37% for the annual periods ending December 31, 2018 and 2017, respectively, applied to the respective Adjusted Pre-tax Income (Loss).
|
(In millions)
|
Twelve Months Ended December 31, 2018
|
International Rental Car Adjusted Corporate EBITDA
|
$231
|
Less Adjusted Corporate EBITDA for certain entities
|
(13)
|
Foreign currency adjustment
(1)
|
3
|
International Adjusted EBITDA
|
$221
|
|
77
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
|
78
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
79
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
80
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
81
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
82
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
83
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
84
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
85
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
86
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
87
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
88
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
89
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
90
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
91
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
92
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
93
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
94
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
95
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
96
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
97
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
98
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
99
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
100
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
101
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
102
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
103
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|
Annex B - Amended and Restated Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan
|
|
104
|
Hertz Global Holdings, Inc. 2019 Proxy Statement
|