UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

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Definitive Proxy Statement

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Soliciting Material under §240.14a-12

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HERTZ GLOBAL HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2025 Annual Meeting and
Proxy Statement

 

Hertz Global Holdings, Inc.
8501 Williams Road
Estero, FL 33928

April 8, 2025

Dear Fellow Stockholders:

On behalf of the Board of Directors, I am pleased to invite you to attend our 2025 Annual Meeting of Stockholders, to be held at 10:00 a.m. Eastern Time on Wednesday, May 21, 2025. You can participate, vote your shares, and submit your questions during the virtual meeting by visiting www.virtualshareholdermeeting.com/HTZ2025.

While 2024 was undoubtedly a challenging year, we are focused on stabilizing the business through execution of our “Back-To-Basics” roadmap, and we are taking necessary actions that we firmly believe will enable long-term success. A year into my tenure and with our new leadership team, we are working in a more efficient organizational structure and building a high-performance culture that is driven to win by making meaningful progress on our core financial pillars: fleet, revenue, and cost management.

With over half a million vehicles, world-class fleet management is central to our success, which is why we are transforming our fleet into a business advantage through our “buy-right, hold-right, sell-right” strategy. Our fleet rotation is well underway, and by remaining focused on customer satisfaction, operational excellence, and revenue management, we are turning our fleet from a headwind to a tailwind for the business. As a leading used car dealer, we also recognize the unique opportunity that Hertz Car Sales presents, which is why we have laid the groundwork to make retail our primary car-selling channel. Our cost optimization and efficiency initiatives are ongoing, and we have made good progress on the core cost components of the business, such as labor, maintenance, collision, and supply chain.

We know that to truly earn customer loyalty, we must build back trust and confidence in our service. In 2024, we directly confronted the issues that drive customer satisfaction by addressing key pain points. By putting ourselves on the other side of the counter and in our customer’s shoes, we have seen strong gains in customer satisfaction, both in our core customer experience and in our customer service recovery. Our passion for a better experience will not stop here, and we are committed to making 2025 a breakout year for our customers.

Our focus for 2025 is clear: excellence in execution. As a global business with an iconic brand and a vast customer base, we have the infrastructure, scale, and expertise to lead the industry once again in fleet asset

 

management and operational excellence, and in delivering an unmatched customer experience. With our world-class team, I am confident we have laid the groundwork to once again lead in the mobility space and deliver for all of our stakeholders.

On behalf of our entire team, I thank you for your continued investment in, and ongoing support of, our Company.

Sincerely,

Wayne “Gil” West
Chief Executive Officer

 

Notice of 2025 Annual Meeting

When: 10:00 a.m. Eastern Time, Wednesday, May 21, 2025

Where: Via the internet at www.virtualshareholdermeeting.com/HTZ2025

Who May Vote: Stockholders of record at the close of business on Monday, March 24, 2025

The 2025 annual meeting of stockholders will be held virtually via live webcast. This format allows stockholders to participate from anywhere, facilitating stockholder attendance and providing a consistent experience to all stockholders, while keeping costs low. You will be able to attend the annual meeting, vote, and submit questions virtually.

Every stockholder’s vote is important. We encourage you to vote promptly using any of the methods outlined on page 99 of this Proxy Statement.

By Order of the Board of Directors,

Katherine Lee Martin
Executive Vice President, General Counsel, and Corporate Secretary
Estero, Florida
April 8, 2025

 

Table of Contents

 

 

2025 Proxy Statement Summary

The enclosed proxy materials are being provided in connection with the solicitation by the Board of Directors (the “Board”) of Hertz Global Holdings, Inc. (“Hertz,” the “Company,” “we,” “our,” or “us”) (Nasdaq: HTZ) of proxies to be voted at the 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”).

This summary does not contain all of the information within this proxy statement (this “Proxy Statement”) that you should consider prior to casting your vote.

Annual Meeting of Stockholders: Key Information

These materials were first sent or made available to stockholders on April 8, 2025. The Company’s principal executive offices are located at 8501 Williams Rd, Estero, Florida 33928.

Voting Matters and Board Recommendations

Our Company

Our Company is one of the world’s leading car rental and mobility solutions providers. Our Company’s subsidiaries and licensees operate the Hertz, Dollar, Thrifty, and Firefly vehicle rental brands, with approximately 11,200 rental locations in 160 countries around the globe, as well as the Hertz Car Sales brand, which offers a range of quality, competitively priced used cars for sale online and at locations across the United States, and the Hertz 24/7 car-sharing business in Europe.

Hertz pioneered the car rental industry, and the Hertz brand is one of the most recognized brands globally. For more than a century, Hertz has offered innovative, differentiated products to make every rental experience seamless and special. We believe customers choose Hertz for its wide selection of top-rated vehicles, for its free Hertz Gold Plus Rewards® loyalty program, and because of Hertz’s thousands of convenient locations.

The success of our business is driven by our people. We are cultivating a high-performance culture where perseverance, ownership, and excellence are rewarded. Our commitment is to foster an environment where innovation thrives, accountability is clear, and every team member feels empowered to excel in his or her role. Accountability requires measurement, and our management operating systems, along with rigorous performance reviews and reward systems aligned to the success of the business, are crucial for achieving the Company’s goals. We believe that we empower our employees, through their dedication and hard work, to build trust with our customers. By fostering strong relationships, our team strives to positively impact customer experiences, thereby creating trust and loyalty with our brands.

Proposal 1: Election of Four Director Nominees

Our business is managed under the direction of the Company’s Board. Currently, our Board is comprised of 11 directors.

Our directors are divided into three classes, with one class of directors elected each year and each class serving a three-year term. The terms of our Class I directors expire at the 2025 Annual Meeting. Each of our Class II directors has a term that expires at the 2026 annual meeting of stockholders, and each of our Class III directors has a term that expires at the 2027 annual meeting of stockholders.

The structure of our Board was implemented in connection with our successful emergence, on June 30, 2021, from a voluntary Chapter 11 restructuring plan (the “Emergence”) that we undertook in the wake of the COVID-19 pandemic. Our Chapter 11 plan of reorganization was sponsored by a group (the “Sponsors”) comprised of, among others, funds associated with Knighthead Capital Management, LLC (“Knighthead”), Certares Management LLC (“Certares Management”), and Certares Opportunities LLC (“Certares Opportunities” and together with Certares Management and their affiliates, “Certares”). As part of the transactions undertaken pursuant to our plan of reorganization, CK Amarillo LP (“CK Amarillo”), which is an entity for which Knighthead and Certares Opportunities serve as investment managers, received approximately 41% of the Company’s newly issued shares of common stock as of the Emergence date. In addition, as of June 30, 2021, four individuals affiliated with the Sponsors became directors on our Board: two directors identified by Knighthead (Thomas Wagner and Andrew Shannahan) and two directors identified by Certares Opportunities (Michael Gregory O’Hara and Colin Farmer). Directors Wagner and O’Hara were subsequently nominated and elected by our stockholders to serve as Class I directors at the 2022 annual meeting of stockholders, and directors Shannahan and Farmer were subsequently nominated and elected by our stockholders to serve as Class III directors at the 2024 annual meeting of stockholders. Mr. O’Hara resigned from the Board in January 2023 and was reappointed to the Board in January 2024 to fill a vacancy.

According to filings made with the U.S. Securities and Exchange Commission (the “SEC”), based on shares issued and outstanding as of March 24, 2025 — and excluding the dilutive impact of (i) our outstanding publicly traded warrants (the “Public Warrants”) (Nasdaq: HTZWW), which are exercisable for shares of our common stock and (ii) any shares issuable pursuant to equity awards granted under our equity compensation plans — CK Amarillo’s ownership percentage was approximately 59% of the Company’s common stock. Nothing in the Company’s constituent documents provides Knighthead, Certares or their affiliates, including CK Amarillo, with the right to appoint or nominate individuals to the Board.

Upon the recommendation of its Governance Committee, the Board has considered and nominated the following slate of Class I director nominees for a three-year term, expiring at our 2028 annual meeting of stockholders: Francis S. Blake, Vincent J. Intrieri, Michael Gregory O’Hara, and Thomas Wagner.

The biographies that follow detail the age and principal occupations during at least the past five years for each director nominee, as well as for each other individual serving on our Board as of the date of this Proxy Statement. We have no reason to believe that any of the director nominees will be unable to serve if elected.

Director Nominees for Election at the 2025 Annual Meeting (Class I)

Incumbent Directors: Terms Expiring at the 2026 Annual Meeting (Class II)

Incumbent Directors: Terms Expiring at the 2027 Annual Meeting (Class III)

Corporate Governance

Our Board is committed to good corporate governance practices and promoting the long-term interests of our stockholders by adopting structures, policies, and practices that promote responsible oversight of management. To this end, our ownership structure currently qualifies us as a “controlled company” under the applicable rules of The Nasdaq Stock Market (the “Nasdaq”), which we refer to as the Nasdaq listing rules (the “Nasdaq listing rules”). Controlled companies are not required to comply with various corporate governance requirements. These requirements include having a majority of independent directors and having independent Compensation and Governance committees. Although we qualify as a controlled company, our Board regularly evaluates its corporate governance practices and has elected not to make use of any of the exceptions provided to controlled companies under the Nasdaq listing rules. Notably, our corporate governance structure includes the features noted below.

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Separation of Board Chair and CEO Roles

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Fully Independent Standing Committees

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Committee Charters

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Regularly Scheduled Executive Sessions of the Board

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Board and Committee Evaluation Processes

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Board Retirement Age

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Orientation and Continuing Education for Directors

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Stockholder Rights to Call Special Meetings

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Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that provide a framework for the Board’s governance practices. The Corporate Governance Guidelines contain criteria for the Governance Committee to determine director qualifications. The Corporate Governance Guidelines also establish policies relating to such matters as director independence, the generally applicable retirement age for directors, simultaneous service on other boards, and the impact of substantial changes relating to a director’s affiliation or position of principal employment. Several of the Board’s responsibilities contained in the Corporate Governance Guidelines are summarized in this section of this Proxy Statement. Our Corporate Governance Guidelines are available, without charge, on the “Investor Relations” portion of our website at ir.hertz.com/governance/governance-documents/.

Board Independence

Our Corporate Governance Guidelines require that the Board be composed of a majority of “independent” directors, as defined under the Nasdaq listing rules. The independence definition under the Nasdaq

listing rules includes a series of objective tests. In addition to meeting these tests, our Corporate Governance Guidelines and the Nasdaq listing rules provide that no director will be deemed independent, unless the Board affirmatively determines that the director has no relationship, which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out his or her responsibilities as a director.

In accordance with the Nasdaq listing rules, the Board undertook its annual review of director independence and affirmatively determined that each of Francis S. Blake, Lucy Clark Dougherty, Colin Farmer, Jennifer Feikin, Mark Fields, Vincent J. Intrieri, Michael Gregory O’Hara, Andrew Shannahan, and Evangeline Vougessis qualifies as “independent.” The Board also determined that Jeffrey Nedelman, who resigned from the Board in January 2024, and Fran Bermanzohn, who resigned from the Board in March 2024, qualified as “independent.”

In determining Mr. Fields’ independence, the Board considered his prior service as Interim CEO of the Company from October 5, 2021 until February 27, 2022 (which service was less than one year) and his compensation for that service (which compensation vested or was earned not later than the date his employment ended). The Board determined that Mr. Fields’ service and compensation would not interfere with his exercise of independent judgment in carrying out his responsibilities as a director. In determining Mr. O’Hara’s independence, the Board considered the fact that he is no longer affiliated with GT Racing, Ltd. (“GT Racing”), which owns a race car team sponsored by the Company.

The Board has affirmatively determined that each member of the Audit Committee meets the heightened independence requirements for audit committee membership under applicable Nasdaq listing rules and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each member of the Compensation Committee meets the heightened independence requirements for compensation committee membership under applicable Nasdaq listing rules and Rule 10C-1(b)(1) under the Exchange Act.

Board Leadership

As indicated in our Corporate Governance Guidelines, the Board believes it is important to retain flexibility to allocate the responsibilities of the Chair of the Board and of the CEO in a manner that is in the best interests of the Company. Accordingly, the Board evaluates its structure from time to time. In connection with the Company’s succession planning process and management transitions, the Board determined that separating the roles of Chair of the Board and of CEO was appropriate, and, as a result, the Board appointed Mr. Farmer, an independent director, to serve as Chair of the Board in April 2024. In making this leadership structure determination, the Board considered many factors, including the specific needs of the business and the methods for conducting efficient Board meetings during a period of significant change at the Company. The Board believes that Mr. Farmer continues to be the most appropriate person to serve as Chair because he possesses an in-depth understanding of the Company’s strategic goals, as

well as the issues, opportunities, and challenges facing the business. Pursuant to the Company’s Corporate Governance Guidelines, when the Chair is not an independent director, the Governance Committee will recommend to the Board an independent director of the Board to serve as Lead Director.

The Board believes that its current leadership structure allows the Board to effectively provide oversight, evaluate the performance of management, engage on strategy and succession planning, and uphold strong governance standards.

Board Refreshment

The Board believes in the importance of balancing tenure and refreshment in its membership. The Board does not have a limit on the number of years that a director may serve. However, the Board maintains a policy that, absent a waiver, no director should be nominated to serve after that person has reached the age of 76. The average tenure of our directors, as of the date of this Proxy Statement, is slightly more than three years, and the average age of our directors is 59.

Director Attendance

Our Board held 14 meetings in 2024. Each of our directors who served on our Board during 2024 attended 75% or more of the aggregate number of Board meetings and meetings of their respective Board committees.

Directors are encouraged and expected, but not required, to attend our annual meeting of stockholders. All then-serving directors attended the 2024 annual meeting of stockholders.

Other Governance Practices

Annual Evaluations. The Board conducts an annual self-evaluation, as does each of its standing committees. Each committee reports to the Board on its evaluation.

Regular Executive Sessions of the Board. The Board meets on a regularly scheduled basis and holds an independent executive session at every regularly scheduled meeting. The Board Chair presides at all Board meetings. In April 2024, the Board separated the Board Chair and the CEO roles and appointed Mr. Farmer as the Board Chair. As a result, since that time, the responsibility for presiding at all Board executive sessions of independent directors has rested with the independent Board Chair.

Changes in Principal Occupation or Independence. Under our Corporate Governance Guidelines, any director whose affiliation or position of principal employment changes substantially after election to the Board, or any independent director who ceases to qualify as independent after election to the Board, is expected to offer to submit an offer of resignation. This offer will then be considered by the Board.

Orientation and Director Education. We provide new directors with orientation materials to familiarize them with the Company and its business. We also provide our directors with continuing education opportunities, with the objective of maintaining or enhancing their skills and abilities as directors.

Insider Trading Policy

The Company maintains an Insider Trading Policy that is applicable to our directors, officers, and other employees, and we have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, including Nasdaq listing rules, in connection with the purchase, sale, or other dispositions of the Company’s securities or the securities of other companies with which we do business.

Stockholder Communications with the Board

Stockholders and other interested parties who wish to contact our directors may send written correspondence to the address set forth below.

Hertz Global Holdings, Inc.
Attention: Corporate Secretary
8501 Williams Road
Estero, Florida 33928

Communications addressed to directors that discuss business or other matters relevant to the activities of our Board will be preliminarily reviewed by the office of the Corporate Secretary and, if appropriate for the Board, distributed either in summary form or by delivering a copy of the communication to the director, or group of directors, to whom such communication is addressed. Items that are unrelated to the duties and responsibilities of the Board will not be forwarded.

Board Committees and Membership

Our Board’s standing committees are the Audit Committee, the Compensation Committee, and the Governance Committee. Each committee has a written charter, and each charter is available on our website at ir.hertz.com/governance/governance-documents/.

From time to time, the Board evaluates the size and structure of its committees. In doing so, the Board considers a variety of factors, including the attributes and experience of the members of our Board, the oversight responsibilities required for a company of our size and complexity, applicable Nasdaq listing rules, and trends in corporate governance more generally.

The following table sets forth the composition of the Board’s committees as of the date of this Proxy Statement:

Additional information about each of our standing Board committees follows.

Financial Expertise and Financial Literacy of Audit Committee Members

The Board has determined that Mr. Intrieri satisfies the SEC’s criteria for “audit committee financial expert” and the Nasdaq financial sophistication requirement. Additionally, the Board has determined that each member of the Audit Committee has the financial literacy required by the Nasdaq listing rules.

Related Person Transaction Policy and Procedures

In the ordinary course of our business, we engage in millions of rental transactions with customers, and we procure goods and services from a wide variety of vendors. Some of our customers and vendors may be associated with members of our Board or our Sponsors. We also have relationships and agreements with travel industry participants that may have one or more of our Sponsors or their affiliates as investors, directors, or officers.

We maintain Related Person Transaction Policy and Procedures (the “RPT Policy”) that assist the Board in reviewing and approving (or ratifying, if advance approval is not feasible) transactions involving directors, executive officers, director nominees, persons known to the Company to be the beneficial owner of more than 5% of our voting securities, and any immediate family member (i.e., child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law, or any other person sharing the household — other than a tenant or employee) of the foregoing (each, a “related person”). Application of the RPT Policy is managed by the Audit Committee.

For purposes of the RPT Policy, a “related person transaction” has the same meaning given to such term under the Exchange Act, which generally is a transaction, arrangement, or relationship since the beginning of the Company’s last fiscal year in which:

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the Company was, or is to be, a participant;

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the amount involved exceeds $120,000; and

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any related person had, or will have, a direct or indirect material interest.

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In reviewing a proposed related person transaction, the Audit Committee (or such other disinterested members of a Board committee or the Board, as applicable) will consider the relevant facts and circumstances it deems appropriate or necessary, including the material terms, economics, relationships involved, and rationale for the Company to enter into such transaction. If the related person transaction involves a non-employee director or nominee, the Audit Committee will consider whether the transaction would compromise such director’s status as (i) an independent director under applicable Nasdaq listing rules, (ii) a “non-employee director” under Rule 16b-3 of the Exchange Act, or (iii) an independent director under Rule 10A-3 or Rule 10C-1 of the Exchange Act. In addition, under the RPT Policy, a related person transaction should not be approved or ratified, unless, after considering all relevant information, it is determined in good faith that the transaction is in, or is not inconsistent with, the best interests of the Company.

The Audit Committee has approved each of the transactions set forth below under the RPT Policy. None of the transactions involve organizations for which any of our independent directors serves as an officer, partner, or controlling stockholder.

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We are a party to a sponsorship agreement with GT Racing, which owns a race car team with two cars competing in the FIA World Endurance Championship circuit. The sponsorship agreement grants Hertz commercial, partnership, and branding opportunities. GT Racing is owned by Mr. Wagner. During fiscal year 2024, Hertz paid GT Racing approximately $12.1 million in connection with the sponsorship.

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The Company is a party to various ordinary-course commercial agreements, including those noted below, with entities associated with Certares, given Certares’ position as an investor in travel, tourism, and hospitality businesses.

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Agreements with GBT Travel Services UK Limited (d/b/a American Express Global Business Travel) or its affiliates (collectively and previously defined in this Proxy Statement as “Amex GBT”): Under the agreements, Amex GBT offers our vehicle rentals through its travel service platform, and in return, we pay Amex GBT fees based on the resulting revenue. Amex GBT is partially owned by Certares. Mr. O’Hara serves as Amex GBT’s Chair. During fiscal year 2024, gross revenue generated pursuant to the agreements was approximately $157.3 million.

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Travel Leaders Group Holdings, LLC (d/b/a Internova Travel Group) (previously defined in this Proxy Statement as “Internova”): Under our agreement, Internova provides us with rental referrals through associated entities throughout North America. In exchange for these referrals, we pay commissions and fees based on rental volume delivered. Internova is partially owned by Certares, and Internova’s CEO is the brother of Mr. O’Hara. In addition, Mr. Farmer serves on Internova’s board. During fiscal year 2024, gross revenue generated pursuant to this agreement was approximately $12.3 million.

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Wheels Up Private Jets LLC (“Wheels Up”): Pursuant to our Fixed-Base Operator (“FBO”) Concession Agreement with Wheels Up, Certares and Knighthead, through their CK Opportunities Fund, of which Certares and Knighthead are co-investment managers and of which Certares and Knighthead affiliates are general partners, set up an entity, CK Wheels LLC, which owns a significant equity interest in Wheels Up. In addition, certain Certares and Knighthead executives are members of the Wheels Up board. Pursuant to the FBO Concession Agreement, Wheels Up refers rental customers flying into a certain airport to Hertz in exchange for concession fees. During fiscal year 2024, gross revenue generated pursuant to this agreement was approximately $2.2 million.

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Other Relationships

Registration Rights Agreement. In connection with our bankruptcy proceedings and the Emergence, we entered into a Registration Rights Agreement with various stockholders, including CK Amarillo. The Registration Rights Agreement entitles CK Amarillo to certain demand and “piggyback” registration rights with respect to the shares of our common stock that CK Amarillo holds. In addition, we are required to file and maintain a registration statement covering the shares beneficially owned by CK Amarillo and will be responsible for all registration fees and expenses relating to any qualifying registration.

Voting Agreement. On March 24, 2025, we entered into a voting agreement (the “Voting Agreement”) with CK Amarillo pursuant to which CK Amarillo agreed, on each matter brought to a vote at any annual or special meeting of our stockholders and in connection with any action proposed to be taken by consent of our stockholders in lieu of a meeting, to vote all shares of common stock and any bonds, debentures, notes, or other indebtedness, or instruments, or any other shares of capital stock, or voting or equity securities of ours that have the right to vote on such matter (together with the common stock, the “Voting Securities”) beneficially owned by CK Amarillo that, together with the Voting Securities held by any CK Amarillo affiliate, exceed 45% of the total voting power of all of the outstanding Voting Securities (the “Excess Voting Securities”), in the same proportion as all other votes cast by stockholders or effective consents duly executed and delivered by stockholders, determined (i) without taking into consideration any Voting Securities that are not voted or with respect to which a broker non-vote is exercised or registered and (ii) without inclusion of votes cast or consents delivered by CK Amarillo or any CK Amarillo affiliate. Any Voting Securities that are not Excess Voting Securities may be voted at the discretion of CK Amarillo. The Voting Agreement will terminate per its terms at such time that (i) CK Amarillo and any CK Amarillo

affiliate, collectively, cease to beneficially own 45% or more of the Voting Securities then outstanding, and (ii) we have expended all funds authorized on the stock repurchase programs authorized by our Board in 2021 and 2022 (the “Repurchase Programs”), or we have terminated the Repurchase Programs.

Executive Sessions

The Audit Committee meets regularly in executive session as a committee and with specific members of management, e.g., our Chief Audit Executive (the “CAE”) and our Chief Financial Officer (the “CFO”), and our independent auditors. The Audit Committee chair presides at all executive sessions.

Compensation Process and Procedures

The Compensation Committee engages a compensation consultant to assist in the design of the Company’s executive and director compensation programs. The Compensation Committee may also delegate any of its responsibilities to certain subcommittees or to members of management, subject to applicable law and the terms of our incentive plans. For more information about the work of the compensation

consultant, plus the Compensation Committee’s processes and procedures for the consideration and determination of executive and director compensation, see the “Director Compensation” and “Compensation Discussion and Analysis” sections of this Proxy Statement.

Compensation Committee Interlocks and Insider Participation

Directors Farmer and Shannahan served as independent directors and as members of the Compensation Committee for 2024. No member of the Compensation Committee was an employee, officer, or former employee or officer of the Company. During 2024, none of our executive officers served on the board or compensation committee (or other committee serving an equivalent function) of any entity that had an executive officer serving as a member of our Board or the Compensation Committee.

Equity Grant Practices

In accordance with the terms of the Hertz Global Holdings, Inc. 2021 Omnibus Incentive Plan (the “2021 Omnibus Incentive Plan”), directors Farmer and Shannahan (who comprise the Compensation Committee) have delegated authority to the CEO and the Chief Human Resources Officer, together, to grant certain equity awards to employees below the senior leadership team level. The delegation assists in the timely awarding of sign-on equity grants to new hires. The Compensation Committee reviews the grants made pursuant to the delegation at each of its regularly scheduled meetings. The full Board has retained authority to approve equity grants to directors and individuals who are “officers” under Section 16 of the Exchange Act.

Executive Sessions

The Compensation Committee meets regularly in executive session with its independent compensation consultant and as a committee. The Compensation Committee chair presides at all executive sessions.

Corporate Responsibility Matters

We are committed to ensuring appropriate oversight and accountability of our corporate responsibility and sustainability strategy. Management sets our corporate responsibility strategy, establishes key performance indicators for corporate responsibility matters, and drives execution of initiatives throughout our business. The Governance Committee receives regular reports on our corporate responsibility and sustainability strategy and performance.

Executive Sessions

The Governance Committee meets regularly in executive session. The Governance Committee chair presides at all executive sessions.

Director Nomination Process

The Governance Committee is responsible for recommending candidates to our Board. When re-nominating incumbent Board members or nominating new Board members, the Governance Committee reviews whether the individual has the appropriate experience, skills, and other qualifications to support our

role as one of the world’s leading car rental companies and a leader in the future of mobility. For incumbent Board members, the Governance Committee also considers the director’s performance over the previous year.

In its assessment of director candidates, the Governance Committee does not take a formulaic approach. Instead, the Governance Committee considers each prospective nominee’s personal and professional experiences and background, ability, integrity, and demographics. The Governance Committee, and the Board, believe that our directors, collectively, should bring a variety of opinions, perspectives, and personal and professional experiences and backgrounds to the Board. We believe our directors bring varied perspectives to our Board.

In identifying prospective director candidates to serve on our Board, the Governance Committee may seek referrals from professional search firms, other members of the Board, management, stockholders, and other sources. The Governance Committee also may, but need not, retain a professional search firm to assist it in these efforts.

The Governance Committee will consider director candidates recommended by stockholders. The Governance Committee’s process and criteria for analyzing such a candidate do not differ from that applied when a candidate is recommended by another source. Recommendations should be in writing and include supporting material the stockholder considers appropriate in support of that recommendation. In all events, recommendations of candidates by stockholders must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies for the election of such candidate. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Corporate Secretary, 8501 Williams Road, Estero, Florida 33928. Stockholders also must satisfy the notification, timeliness, consent, and information requirements set forth in our Bylaws, as described under “Information about the 2025 Annual Meeting — Proposals for the 2026 Annual Meeting of Stockholders.” All recommendations for nominations received by the Corporate Secretary that fully satisfy our Bylaws’ requirements relating to director nominations will be presented to the Governance Committee for its consideration.

Risk Oversight

Our senior leadership team is responsible for identifying, assessing, and managing our exposure to risk. The Board and its committees play an active role in overseeing management’s activities and evaluating whether management’s operating and financial plans are balanced from a risk/reward perspective. The Board and its committees perform this oversight through a variety of mechanisms. For example, at the full Board level, the Board receives a strategic plan presentation from management each year, and this presentation generally covers management’s expectations for the upcoming three-year period. The Board also reviews management’s proposed annual operating plan each year. By engaging with management on both strategic and annual planning, the Board can evaluate risk across multiple time-horizons, including long-term (e.g., risks and opportunities related to the future of mobility generally), medium-term (e.g., risks and opportunities across the rolling three-year periods generally aligned with our strategic planning cycle), and shorter periods (e.g., risks and opportunities more relevant to our current-year plans).

Presentations from, and discussions with, management are the primary means by which the Board oversees risk. However, the Board also engages in discussions with outside advisors from time to time. The Board also relies on the work of its various committees, where more focused risk oversight can occur. Additional detail on the role of the Board’s committees in risk oversight follows.

Audit Committee Oversight

The Audit Committee reviews reports from management and discusses policies with respect to significant enterprise risks facing the Company, including, but not limited to financial risks (such as treasury risks, cybersecurity risks, and information technology risks) and how such risks are being identified, assessed, and managed by the Company and management. In addition, the Audit Committee is responsible for overseeing risks related to the Company’s financial condition (including matters such as liquidity, debt levels, credit ratings, and interest rate risk exposure), capital structure (including sources and uses of capital), and long-term financing strategy. The Audit Committee oversees our management of financial risks by, among other things, reviewing our significant accounting policies, maintaining oversight of our internal audit function, holding regular executive sessions with our CFO and CAE, and engaging in regular discussion with representatives of our independent auditors. The Audit Committee oversees our management of compliance risk by receiving regular legal, compliance, and regulatory updates from the Company’s Chief Compliance Officer (the “CCO”) and legal counsel, including, from time to time, outside counsel. Our management provides an enterprise risk management report to the Audit Committee on a regular basis, and this report catalogs the top risks that management believes to be facing the Company. The Chair of the Audit Committee reports to the Board on the Audit Committee’s activities.

Compensation Committee Oversight

The Compensation Committee reviews the relationship between our compensation programs and risk and maintains a series of policies and practices to reduce risk in our compensation programs. These policies and practices include, without limitation, those described under “Compensation Discussion and Analysis — Stock Ownership Guidelines and Hedging and Pledging Policy” and “Compensation Discussion and Analysis — Clawback Policy.” In addition, consistent with our stockholders’ preference, as last indicated at the 2024 annual meeting of stockholders, our stockholders are given an opportunity to vote at each annual meeting to approve, on an advisory basis, our named executive officer (“NEO”) compensation.

The Compensation Committee also oversees aspects of talent risk. For example, the Compensation Committee receives an annual succession planning presentation from management during which potential successors to senior leadership roles are discussed. The Chair of the Compensation Committee reports to the Board on the Compensation Committee’s activities.

Governance Committee Oversight

The Governance Committee assists the Board in managing risks associated with Board organization, membership, and structure. The Governance Committee also assists management in the oversight of sustainability- and corporate responsibility-related risks, including on topics such as climate and human rights. The Governance Committee reviews the Company’s policies and programs related to material corporate responsibility issues. The Chair of the Governance Committee reports to the Board on the Governance Committee’s activities.

Director Compensation

The Compensation Committee recommends the non-employee director compensation program to the Board for approval annually. In setting director compensation, the Compensation Committee receives input from Frederic W. Cook & Co., Inc. (“FW Cook”), its independent compensation consultant, on factors to consider when recommending director compensation to the Board, including the time commitment and skill level required to serve on the Board, as well as broader market practices.

The Compensation Committee aims to set director compensation levels at or near the market median relative to director compensation paid at companies in the same peer group that is used for purposes of determining our executive compensation. This peer group includes our direct public competitors and companies that bear substantial similarities to our business model — companies with which we compete for talent and that are comparable to us in terms of revenue, market capitalization, size, industry, and/or scope of operations. Providing a competitive compensation package enables us to attract and retain highly qualified directors.

2024 Program Summary

For 2024, each eligible non-employee director received an annual retainer of $275,000 for serving as a member of our Board, payable $100,000 in cash and $175,000 in restricted stock units (“RSUs”), which remuneration remained unchanged from the prior year.

Additionally, eligible non-employee directors serving as committee chairs were entitled to the following annual fees for 2024, paid in cash:

There was no change to the committee chair fees in 2024 from those paid in 2023.

As was the case in 2023, directors associated with Knighthead or Certares received $1 during 2024 for serving as a member of our Board or as chair of a committee, in lieu of the cash and equity compensation described above.

During 2024, each of our non-employee directors (including directors associated with Knighthead or Certares) was also entitled to free worldwide car rentals through our Director Car Rental Program during each director’s service as a director. In addition, for any non-employee directors whose service began prior

to April 1, 2023, this benefit continues for 15 years following the director’s retirement from the Board, and the benefit provides the former director with free rentals for up to 90 days in any calendar year.

Also during 2024, non-employee directors were entitled to participate in the Company’s vehicle purchase programs for limited edition vehicles, pursuant to which individuals are provided the opportunity to purchase a limited edition vehicle from the Company, approximately at cost, so long as the individual agrees not to sell such vehicle until the expiration of a mandatory holding period. The Company may also engage, from time to time, in ordinary course automobile sales transactions with non-employee directors through our car sales channel.

We also reimburse our directors for reasonable and necessary expenses they incur in performing their duties as directors.

Cash fees for Board and committee service are payable quarterly in arrears. Amounts are prorated for directors who do not serve for the entire quarter. A director may elect to receive, in lieu of such quarterly cash fees, fully vested shares of our common stock having an equivalent fair market value on the date the cash compensation is payable. In addition, directors may elect to defer receipt, on a tax-deferred basis, of such fully vested shares and receive phantom shares in lieu thereof. Any director electing to receive phantom shares will receive actual shares of our common stock in settlement promptly (and no later than 90 days) following the date such director ceases to serve on our Board (other than following a removal for cause, in which case the phantom shares are forfeited) or, if earlier, upon a change in control of the Company.

Eligible directors are granted the equity portion of the annual retainer following each year’s annual meeting of stockholders, and the award vests on the earlier of (i) the business day immediately preceding the Company’s next annual meeting and (ii) the date on which the director ceases to serve on our Board (other than following a removal for cause, in which case the shares are forfeited). Directors may also elect to defer receipt, on a tax-deferred basis, of the equity portion of the annual retainer and receive phantom RSUs, which are settled in actual shares of our common stock within 30 days following the date such director ceases to serve on our Board (other than following a removal for cause, in which case the phantom RSUs are forfeited) or, if earlier, upon a change in control of the Company. Consistent with the Board’s equity grant process established in 2023, directors appointed mid-year received an initial, prorated grant on the first trading day of the month following the date of appointment.

The Company is a party to indemnification agreements with each of its directors. The indemnification agreements provide the directors with contractual rights to indemnification and expense advancement.

Director Stock Ownership Guidelines

Each of our non-employee directors, other than non-employee directors affiliated with Knighthead or Certares, is required to own shares of our common stock equal in value to five times one year’s annual

cash retainer. Directors are permitted to count towards the target ownership levels shares owned outright or in trust for which they are the ultimate beneficiary and 50% of the value of phantom shares and time-based RSUs issued under our equity incentive plans.

The current non-employee and non-affiliated directors serving as such at the time the Director Stock Ownership Guidelines were first approved are required to achieve the target ownership level within five years of November 9, 2021. Other current non-employee directors are required to achieve the target ownership level within five years of the date of their election or initial appointment. Until the ownership requirements are met, non-employee directors are generally restricted from selling more than 50% of their equity holdings in the Company.

2024 Director Compensation Table

The table immediately below summarizes the compensation paid to our non-employee directors during fiscal year 2024.

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(1)

All compensation, including annual retainer fees and committee chair fees (whether payable in cash or in shares of common stock), is for services rendered as directors for service on our Board. Ms. Bermanzohn, Ms. Clark Dougherty, Ms. Feikin, Mr. Fields, and Mr. Intrieri received 100% of fees payable in cash. Mr. Blake and Ms. Vougessis elected to receive 50% of their fees in cash and 50% of their fees in the form of phantom shares. For the year ended December 31, 2024, Mr. Blake was issued 4,858 phantom shares, and Ms. Vougessis was issued 12,343 phantom shares.

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(2)

For each of Ms. Feikin, Mr. Fields, Mr. Intrieri, and Ms. Vougessis, reflects the aggregate grant date fair value of 35,212 RSUs granted on May 22, 2024. For each of Mr. Blake and Ms. Clark Dougherty, reflects the aggregate grant date fair value of

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42,889 RSUs granted on September 3, 2024. The number of RSUs granted was determined by dividing $175,000 by the closing price of our common stock on the relevant date of grant ($4.97 and $2.99, respectively), and for Mr. Blake and Ms. Clark Dougherty, such quotient was then prorated based on the number of days remaining from the grant date until the day immediately preceding the 2025 Annual Meeting. For each grant included in this column, the grant date fair value was computed pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, entitled “Compensation — Stock Compensation” ​(“FASB Topic 718”), as of the date of grant. Assumptions used in the calculation of these amounts are included in Note 9, entitled “Stock-Based Compensation” in the notes to our consolidated financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 18, 2025 (the “2024 Annual Report”). The RSUs granted to each director on May 22, 2024 (and on September 3, 2024, in the cases of Mr. Blake and Ms. Clark Dougherty) generally vest in full on the earlier of the business day immediately preceding our 2025 Annual Meeting and the date on which the director ceases to serve on our Board, subject to any deferral, as described above. Ms. Feikin, Mr. Fields, Mr. Intrieri, and Ms. Vougessis each elected to defer receipt of his or her 2024 RSUs.

(3)

The following table provides a summary, as of December 31, 2024, of the aggregate number of unvested RSUs outstanding and vested deferred awards for each of our non-employee directors:

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(4)

Each amount reflects the value of free car rentals under the Company’s Director Car Rental Program.

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(5)

Mr. Blake and Ms. Clark Dougherty each joined the Board, effective August 27, 2024. Ms. Bermanzohn resigned from the Board, effective March 19, 2024, and Mr. Nedelman resigned from the Board, effective January 19, 2024. Neither Ms. Bermanzohn nor Mr. Nedelman received an RSU grant in 2024 (Ms. Bermanzohn due to her departure prior to the 2024 annual meeting of stockholders and Mr. Nedelman due to his ineligibility to receive equity compensation generally).

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Proposal 2: Ratification of the Appointment of Ernst & Young LLP as Our Independent Auditor for the Fiscal Year Ending December 31, 2025

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee has appointed EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. EY has served as the independent registered public accounting firm for the Company since 2019. The Audit Committee believes that the retention of EY as our independent registered public accounting firm is in the best interests of the Company and our stockholders. The Audit Committee and the Board request that stockholders ratify the appointment of EY as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

While stockholders are not required to ratify the appointment of EY as our independent registered public accounting firm, the Company is requesting stockholders to ratify such appointment because we value our stockholders’ views. If the stockholders do not ratify the appointment, the Audit Committee will reconsider the appointment. Even if the appointment of EY is ratified by stockholders, the Audit Committee may, in its discretion, nonetheless select a different independent registered public accounting firm at any time if the Audit Committee determines that such a change would be in the best interests of the Company and our stockholders.

Representatives of EY are expected to be present at the 2025 Annual Meeting and available to answer appropriate questions; in addition, the EY representatives will have an opportunity to make statements during the meeting if they desire.

Audit and Other Fees

The fees for services performed by EY during 2024 and 2023 were as follows:

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(1)

“Audit Fees” were for services rendered in connection with the following: (i) the audit of the financial statements included in the annual reports on Form 10-K of the Company and its wholly owned subsidiary, The Hertz Corporation (“THC”); (ii) reviews of the financial statements included in the Company’s and THC’s quarterly reports on Form 10-Q; (iii) the attestation of the effectiveness of internal control over financial reporting for each of the Company and THC; (iv) the conduct of statutory audits; and (v) the issuance of comfort letters in connection with financing transactions.

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(2)

“Audit-Related Fees” were for services rendered in connection with due diligence and assurance services, and employee benefit plan audits.

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Pre-Approval Policy

Our Audit Committee’s charter requires it to pre-approve all audit and permitted non-audit services to be performed by our independent registered public accounting firm, and the Audit Committee annually adopts a pre-approval policy setting forth the types of services and amounts subject to pre-approval for the fiscal year. The Audit Committee is also permitted to delegate pre-approval authority to the Chair of the Audit Committee, who must then provide a report to the full Audit Committee at its next scheduled meeting. All audit and non-audit fees were pre-approved by the Audit Committee in 2024.

Audit Committee Report

The Audit Committee’s purpose and responsibilities are set forth in its charter, which has been approved and adopted by the Board and is available on the Investor Relations’ portion of our website at ir.hertz.com/governance/governance-documents/. The Audit Committee’s Charter is reviewed at least annually and updated, as appropriate, to address changes in regulatory requirements, authoritative guidance, and evolving oversight practices.

Our Audit Committee reports to, and acts on behalf of, the Board. The Audit Committee is comprised solely of directors who satisfy applicable independence and other requirements of Nasdaq and applicable securities laws. During 2024, a member of the Audit Committee was an “audit committee financial expert,” as defined by Item 407(d)(5) of the SEC’s Regulation S-K.

Primary Responsibilities and 2024 Actions. The primary function of the Audit Committee is to serve as an independent and objective party to assist the Board in fulfilling its oversight responsibilities by overseeing and monitoring the following: (a) the accounting, financial, and external reporting policies and practices of the Company, and the audit of the Company’s financial statements; (b) the integrity of the Company’s financial statements; (c) the effectiveness of the Company’s internal controls, including operational policies and practices; (d) the independence, qualifications, and performance of the Company’s independent auditor; (e) the authority, scope, access, and performance of the Company’s internal audit function; (f) the Company’s compliance with legal and regulatory requirements; (g) treasury and finance matters; (h) enterprise risk management process, including cybersecurity and other technology risks; and (i) the preparation of the Audit Committee Report, which is required to be included in the Company’s annual proxy statement, pursuant to the rules of the SEC.

In 2024, the Audit Committee met 16 times. During 2024, the Audit Committee, among other things:

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selected EY as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024;

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■

met with the Company’s CEO, CFO, and other senior members of the Company’s financial management team at each regularly scheduled meeting;

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■

held separate private sessions, during its regularly scheduled meetings, with each of the Company’s CFO, the CAE, and the independent auditors, at which candid discussions regarding financial management, legal, accounting, auditing, and internal control issues occurred;

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met with the CCO to discuss the effectiveness of the Company’s compliance program and regularly received status reports relating to compliance issues;

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■

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 that assessment and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting;

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■

discussed with the independent auditors the Company’s internal control assessment process, management’s assessment with respect to that process, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting;

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■

reviewed and discussed with management and the independent auditors the Company’s earnings releases and quarterly and annual reports on Form 10-Q and on Form 10-K, respectively, prior to filing such reports with the SEC;

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■

reviewed the Company’s internal audit plan and the performance of the Company’s internal audit function; and

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discussed with management the Company’s major financial risk exposures and the steps taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

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Selection and Oversight of the Independent Registered Public Accounting Firm. The Audit Committee assists the Board with its oversight of the Company’s independent registered public accounting firm’s qualifications and independence. The Audit Committee is solely responsible for the appointment, retention, compensation, and oversight of the Company’s independent registered public accounting firm, including the review and evaluation of the performance of the lead audit partner. The Audit Committee annually reviews the independence and qualifications of the Company’s independent registered public accounting firm. In support of these reviews, the Audit Committee considers, among other things:

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the firm’s performance in preparing or issuing an audit report or performing other audit, review, or attest services for the Company;

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■

the firm’s independence and objectivity;

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■

the firm’s proposed audit scope for adequacy of coverage; and

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the firm’s internal quality-control procedures and other data on audit quality and performance.

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Review and Recommendation Regarding Financial Statements. The Company’s management is responsible for preparing the Company’s financial statements, for maintaining effective internal control over financial reporting, and for assessing the effectiveness of internal control over financial reporting. The Company’s independent registered public accounting firm, EY, is responsible for expressing an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on the firm’s audits. The Audit Committee does not itself prepare financial statements or perform audits, and its members are not auditors or certifiers of the Company’s financial statements.

In the performance of its oversight function, the Audit Committee met with management and with EY to review and discuss the Company’s audited financial statements and internal control over financial reporting as they related to the fiscal year ended December 31, 2024, asked management and EY questions relating to such matters, and discussed with EY the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. These

meetings and discussions included a review of the critical accounting policies applied by the Company in the preparation of its financial statements and the quality (and not just the acceptability) of the accounting principles utilized, the reasonableness of significant accounting estimates, and the judgments and the disclosures in the Company’s consolidated financial statements.

In addition, the Audit Committee has (a) considered whether non-audit services provided by EY are compatible with its independence, (b) received the written disclosures and the letter from EY required by the applicable requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning EY’s independence, and (c) discussed with EY its independence.

Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the audited financial statements of the Company contained in its 2024 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 be filed with the SEC.

The Audit Committee,

Vincent J. Intrieri, Chair
Jennifer Feikin
Evangeline Vougessis

Proposal 3: Approval, on an Advisory Basis, of Named Executive Officer Compensation

As required by Section 14A of the Exchange Act, we are asking our stockholders to vote to approve, on a non-binding, advisory basis, the compensation of our NEOs, as disclosed in the Compensation Discussion and Analysis (the “CD&A”) that follows and the related narrative and tabular disclosures. This is also known as a “Say-on-Pay” vote.

Our executive compensation program is designed to reward performance that supports our business strategies, to encourage appropriate levels of risk-taking, to make us competitive in the broader talent marketplace, and to align the interests of our executive officers with those of our stockholders.

As detailed in the CD&A, we designed our compensation programs in 2024 in a manner that we believe is reasonable, competitive, and appropriately balanced with respect to the goals of motivating, rewarding, and retaining our executives. In addition, as further detailed in the CD&A, we continually revise our pay practices to be competitive with market practices and compensation norms.

Stockholders may cast an advisory vote to approve, disapprove, or abstain from voting on the following resolution at the 2025 Annual Meeting:

“RESOLVED, that the compensation of the named executive officers of Hertz Global Holdings, Inc., as such compensation is disclosed pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission — including the ‘Compensation Discussion and Analysis,’ the compensation tables, and any related narrative discussion — is hereby APPROVED.”

Effect of Vote

The Say-on-Pay vote is advisory only and non-binding. The Board and the Compensation Committee, however, do expect to consider the results of the vote in determining the compensation of our NEOs and our compensation programs generally.

If any stockholder wishes to communicate with the Board regarding executive compensation, the Board can be contacted using the procedures outlined in “Corporate Governance — Stockholder Communications with the Board” set forth in this Proxy Statement. The next “Say-on-Pay” vote, which is conducted annually, will be held at the 2026 annual meeting of stockholders.

Compensation Discussion and Analysis

Our executive compensation programs are designed to create long-term stockholder value by aligning the interests of our executive officers with those of our stockholders. We provide competitive programs that enable us to attract and retain highly talented individuals, and we link pay directly to the achievement of performance goals that our Board believes foster the creation of sustainable long-term stockholder value.

This CD&A, or Compensation Discussion and Analysis, describes our objectives, policies, and decisions related to the Company’s named executive officer, or NEO, compensation program. Specifically, we describe and analyze the program’s application in 2024 to the NEOs, listed in the Summary Compensation Table. The following were our NEOs for 2024:

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(1)

Mr. West commenced this role, effective April 1, 2024. Mr. Scherr served in this role until March 31, 2024, when he voluntarily resigned from his position with the Company.

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(2)

Mr. Haralson commenced this role, effective June 17, 2024. Ms. Brooks served in this role until June 17, 2024, and her employment with the Company terminated without cause on June 30, 2024.

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(3)

Mr. Dube commenced this role, effective July 22, 2024.

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(4)

Ms. Martin commenced this role, effective July 1, 2024. She previously served as Interim General Counsel and Assistant Corporate Secretary (beginning April 10, 2024), and before that, she served as Vice President, Chief Counsel, and Chief Compliance Officer.

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(5)

Mr. Keppy served in his role until June 3, 2024, at which time his employment with the Company terminated following entry into a separation agreement.

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(6)

Mr. Scherr and Ms. Brooks must be included in our Summary Compensation Table and this analysis because they served as our principal executive officer and principal financial officer, respectively, for a portion of 2024. Mr. Keppy must be included because he otherwise would have been an NEO for 2024 but for the fact that he was not serving as an executive officer at December 31, 2024.

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2024 Program Summary

Our executive compensation program in 2024 consisted of the key fixed and variable components described below.

The components of our core NEO compensation program are described in more detail below in this CD&A under “— Components of 2024 Executive Compensation Program.” Other elements of our 2024 executive compensation program included retirement benefits, modest perquisites, health and welfare benefits, and post-employment compensation arrangements, as described in more detail below under “— Other Compensation Elements.”

2024 Performance

2024 was a transitional year for the Company, intensely focused on taking the necessary action to set Hertz up for on-going success. We implemented our “Back-to-Basics” roadmap, designed to transform the

Company by running industry-leading operations and world-class fleet management, reducing costs, and delivering an unmatched customer experience. This roadmap is anchored by three core financial pillars: fleet, revenue, and cost management, enabled by our people, technology, and processes.

We began the year with the appointment of Gil West as CEO and enhancing our leadership team with expertise in transformation and operational excellence. We implemented a new organizational structure for faster execution of our strategy, and we deployed robust management operating systems to drive disciplined business management and achieve results. We worked to reestablish credibility with our customers by rebuilding trust and confidence in our service. By addressing key pain points, we delivered strong gains in our Net Promoter Score (“NPS”) during the year.

Revenue for 2024 was approximately $9.0 billion, a slight decrease of 3% compared to the previous year, driven by a decline in rate. Our key commercial revenue objective is maximizing Revenue Per Unit (“RPU”) through pricing driven by demand and utilization. Our strategy to deliver higher utilization inside the demand curve trended positively during the year. We delivered year-over-year RPU improvements each quarter, from the first quarter of 2024 (down 7%) to the fourth quarter of 2024 (down 1%).

Depreciation per unit (“DPU”) per month was elevated in 2024 due primarily to (i) deterioration in the residual values of our fleet vehicles at the expected time of disposal, (ii) decreased holding periods resulting from the acceleration of our fleet rotation as explained below, and (iii) per unit losses recognized on vehicle dispositions during 2024 compared to per unit gains recognized in 2023. The increase in DPU was partially offset by the impact of a non-cash asset fleet impairment charge of $923 million recognized in the third quarter of 2024, which reduced the vehicle book values and lowered gross DPU for the last four months of the year. We are undergoing a complete rotation of our fleet to replace older, more costly vehicles acquired during the pandemic with fresh new vehicles at lower prices. By year-end 2024, over 60% of our fleet was comprised of vehicles one year old or less, and we remain on-track to substantially complete our fleet rotation by year-end 2025. We also completed our previously announced 30,000 EV fleet reduction. We believe that the fleet rotation strategy remains the right one for the long-term health of the business. This strategy is designed to benefit our customers, our cost structure, and our balance sheet, and it is expected to unlock our ability to achieve DPU of under $300.

Our selling, general, and administrative costs decreased by $143 million in 2024 due primarily to a decrease in non-cash stock-based compensation, and we also decreased third-party spend. Operational execution in our core cost components of the business, such as labor, maintenance, collision, and supply chain, were impactful; however, two outsized headwinds — insurance and lease expense accounting — obscured our progress. This, combined with lower revenue and an increase in vehicle depreciation, resulted in a net loss of approximately $2.9 billion and an Adjusted Corporate EBITDA loss of approximately $1.5 billion for the year.

The foundation we built in 2024 positions us to execute on our transformation in 2025, as we drive towards achievement of our key financial goals.

Adjusted Corporate EBITDA is a non-GAAP measure. See Annex A: Non-GAAP Measures to this Proxy Statement for its definition and reconciliation to the most comparable GAAP measure.

Impact on 2024 Compensation Decisions

As more fully described in this CD&A, the Compensation Committee and our Board considered our organization’s progress against critical business initiatives during 2024, as well as financial outcomes, in determining final payouts under our incentive programs with performance periods ending in 2024.

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Messrs. Haralson, Dube, and Leef and Ms. Martin earned payouts equal to 30% of their targeted incentive amount under our short-term incentive program in 2024, with proration for service during the year for Messrs. Haralson and Dube, and with proration for the service in her applicable roles for Ms. Martin. Mr. West received a bonus payment equal to his target annual incentive, prorated for service with the Company in 2024 (equal to 112.5% of his base salary for 2024), as provided under his employment agreement. Ms. Brooks received a payment equal to 30% of her target short-term incentive for 2024, prorated for service during the year; however, this payment was provided as part of her severance, rather than under the 2024 short-term incentive program. Neither Mr. Scherr nor Mr. Keppy received any payment in relation to the 2024 short-term incentive program.

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Our Adjusted Corporate EBITDA performance resulted in no earned amounts for our NEOs for performance stock units (“PSUs”) associated with fiscal year 2024 and granted under the long-term incentive plan for the 2022 – 2024 performance period, the long-term incentive plan for the 2023 – 2025 performance period, or the long-term incentive plan for the 2024 – 2026 performance period.

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Messrs. West and Dube received sign-on equity awards in 2024 in lieu of participation in our long-term incentive plan for both the 2024 – 2026 performance period and the 2025 – 2027 performance period, and Mr. Haralson received similar sign-on equity awards in lieu of participation in our long-term incentive plan for the 2024 – 2026 performance period. A significant portion of these awards is contingent on achieving certain stock price hurdles, which were not met as of the end of 2024.

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Our NEOs other than Messrs. West, Haralson, and Dube and Ms. Brooks experienced vesting, in the ordinary course, of RSUs with 2024 vesting dates, to the extent that they were employed with the Company on such vesting dates.

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A more detailed analysis of the 2024 compensation program for our NEOs, as well as actual 2024 payouts under the programs, follows.

2024 Executive Compensation Program

Compensation Philosophy in 2024

We structure our compensation programs to provide our NEOs and other senior executives with levels of compensation that we believe are necessary to motivate, incentivize, and retain their services, while also rewarding leadership for our success in a dynamic and competitive market. Our Compensation Committee and our Board strive to implement an executive compensation program that:

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aligns our compensation practices with a “pay-for-performance” philosophy;

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is adaptable, to flex with the dynamic economic and strategic environment in which we operate;

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is competitive, to help ensure that we attract, retain, and motivate top talent; and

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rewards positive operational and financial performance that we believe enhances stockholder value over time.

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NEO Total Target Direct Compensation Opportunity

The total target direct compensation opportunity for each of our NEOs in 2024 is set forth below.

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(1)

Messrs. West, Haralson, and Dube commenced their roles, effective April 1, June 17, and July 22, 2024, respectively. Amounts shown reflect these NEOs’ total target compensation opportunity for 2024, assuming commencement of employment on January 1, 2024.

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(2)

Messrs. West, Haralson, and Dube received sign-on equity grants when they assumed their roles. These equity grants were designed to incentivize their performance over the 2024 and 2025 fiscal years, in the cases of Messrs. West and Dube, and over the 2024 fiscal year, in the case of Mr. Haralson. As such, these NEOs did not participate in the Company’s long-term equity program in 2024.

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(3)

Ms. Martin commenced her role, effective July 1, 2024, in connection with an internal promotion. At such time, her compensation was adjusted to reflect her new role, and it was also retroactively adjusted to April 10, 2024 (the date on which she began serving as Interim General Counsel and Assistant Corporate Secretary). Amounts shown reflect her total target direct compensation for 2024, assuming these adjustments were effective January 1, 2024. Prior to these adjustments, her annualized base salary was $360,000 (and $350,000 from January 1, 2024 to January 7, 2024, prior to an ordinary course salary adjustment, effective January 8, 2024), her target annual incentive was $126,000, and her target long-term incentive was $180,000.

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(4)

Messrs. Scherr and Keppy and Ms. Brooks each departed the Company in 2024. Amounts shown reflect these NEOs’ total target direct compensation opportunity for 2024, assuming employment for the entire calendar year. Mr. Keppy did not earn a bonus for 2024, and he forfeited his 2024 equity awards as a result of his separation during the year. Ms. Brooks earned a prorated bonus for her time with the Company in 2024, and she forfeited her 2024 equity awards as a result of her termination during the year.

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(5)

Mr. Scherr received sign-on equity grants in 2022, when he joined the Company. These equity grants were designed to incentivize his performance over the period that would otherwise be covered by our long-term incentive programs. As such, he was not a participant in the Company’s long-term equity program in 2022 or 2023, nor was he made a participant in the 2024 program. Mr. Scherr resigned from the Company, effective March 31, 2024, and he forfeited these grants upon his resignation to the extent they were unvested at such time.

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Component Weighting: Pay for Performance

The Compensation Committee designed the 2024 executive compensation program to help ensure that, within the core program components, our NEOs received the majority of their total target direct compensation opportunity in the form of variable pay (in other words, incentives). For 2024, total target direct compensation for the year, or “Target Pay,” is calculated by combining the value of base salary, target annual incentive award, and, if the NEO participated in the 2024 long-term incentive program, target annual long-term incentive equity award. For the NEOs that did not participate in the 2024 long-term incentive program, target pay does not include the value of the sign-on equity grants on the date of grant.

The Compensation Committee determined, in 2022, with respect to Mr. Scherr, and in 2024, with respect to Mr. West, that given the enterprise-wide scope of the CEO’s role, the CEO’s individual compensation opportunities should be the greatest among the NEOs and should be the most heavily weighted toward variable compensation.

In lieu of participating in the annual long-term incentive program, in February 2022, Mr. Scherr received significant sign-on equity grants, which he forfeited upon his departure from the Company to the extent unvested at such time.

Mr. West received sign-on equity grants in April 2024. These grants vest over a longer timeline than our core long-term incentive program and are, in large part, conditioned on our achievement of stock price milestones. In setting the compensation for Messrs. Haralson and Dube, upon their hire, the Compensation Committee determined that they should also receive equity awards with a similar design. These long-term

incentives are described later in this CD&A. See “— Agreements with NEOs — Agreement with Mr. West,” “— Agreements with NEOs — Agreement with Mr. Haralson,” “— Agreements with NEOs — Agreement with Mr. Dube.”

Market Competitive Compensation

Each NEO’s 2024 Target Pay was set at a level that the Compensation Committee and the Board believe to be appropriate based on a variety of factors, including compensation levels for executives in similar positions at a group of peer companies (our “peer group”) that our Compensation Committee believes reflects a relevant market for sourcing executive talent. See “— Summary of the Compensation Decision-Making Process” below for more information on our peer group. In making pay determinations for each NEO, our Compensation Committee also generally considered the following factors:

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scope of responsibility;

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tenure in the role at the Company;

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internal pay comparisons;

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requirements of any employment arrangements;

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the NEO’s individual performance in 2023 (as applicable); and

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the NEO’s expected future impact on the organization.

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Components of 2024 Executive Compensation Program

Additional details on each element of the 2024 executive compensation program follow.

2024 Annual Base Salary

The Compensation Committee determined the annual base salaries for the NEOs after reviewing individual performance, conducting internal compensation comparisons, and reviewing the NEOs’ compensation relative to our peer group. (See “— Summary of the Compensation Decision-Making Process.”) The Compensation Committee also took other factors into account, such as an individual’s prior experience, total mix of job responsibilities, internal equity, and the requirements of any employment agreements. In addition, the Compensation Committee consulted with our CEO (except as to the CEO’s own compensation) regarding salary decisions for senior executives.

The following are the base salary rates of our NEOs for 2024 and 2023 (in each case as of the end of the fiscal year or, in the case of departed NEOs, as of the date of their termination of employment):

Ms. Martin’s annual base salary increased from $350,000 to $360,000 on January 8, 2024, in connection with an ordinary course annual salary adjustment, and from $360,000 to $600,000, in connection with her promotion to Executive Vice President, General Counsel, and Corporate Secretary on July 1, 2024, with retroactive effect to April 10, 2024, the date on which she began serving as Interim General Counsel and Assistant Corporate Secretary. The Compensation Committee determined that the increased level of base salary was appropriate, given her increased level of responsibilities and duties at the Company.

2024 Annual Incentive Awards

In February 2024, our Compensation Committee and Board adopted the 2024 Executive Incentive Compensation Plan (the “EICP”) to deliver annual incentive opportunities to employees around the globe, including our NEOs. The EICP was designed to reward results that the Compensation Committee and the Board believe to be aligned with stockholder value creation. The Compensation Committee and the Board approved the metrics and weightings set forth below for use in the plan applicable to our NEOs.

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Adjusted Corporate EBITDA (weighted at 30%) — a measure of profitability

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Daily Operating Expense & Sales, General & Administrative Expense per Transaction Day (“DOE & SGA per Transaction Day”) (weighted at 30%) — measures the combined operational and administrative costs incurred for each transaction day

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NPS for the Hertz Brand (weighted at 20%) — a measure of customer satisfaction, whereby the percentage of survey-responding customers who view their experience favorably (“promoters”) is compared to the percentage of survey-responding customers who view their experience negatively (“detractors”). (NPS = % of promoters less % of detractors)

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Board Discretion (weighted at 20%) — to enable consideration of the qualitative and strategic aspects of our business results

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Plan funding was not dependent on achievement of the goals associated with any specific metric; achievement of goals under any of the four metrics could fund awards.

See Annex A: Non-GAAP Measures to this Proxy Statement for a definition of Adjusted Corporate EBITDA. Adjusted Corporate EBITDA and NPS were core elements of our program in 2024, 2023, and 2022, given these metrics’ importance in measuring our financial performance, our asset efficiency, and our ability to serve our customers. In 2024, we replaced RPU, a measure of fleet productivity, with DOE & SGA per Transaction Day, a daily measure of operational and administrative costs, as a measure in our program. We made this change to help incentivize our management to focus on operational and administrative efficiency, as well as cost reduction in 2024.

After the conclusion of 2024, our Compensation Committee and Board determined that we performed at a level that resulted in plan funding of 30% of target award amounts. The 2024 EICP goals and actual results that led to this funding are described below.

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(1)

Once the threshold is met for each metric, payout levels are determined by interpolating between the performance scale points using a piece-wise linear method for all applicable ranges.

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(2)

Adjusted Corporate EBITDA is defined in Annex A: Non-GAAP Measures to this Proxy Statement.

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(3)

Includes an adjustment for 2024 EICP and 2024 LTIP PSU reporting purposes for market-driven influences impacting vehicle depreciation expense that was not considered for the calculation of Adjusted Corporate EBITDA. See Annex A: Non-GAAP Measures to this Proxy Statement for an additional explanation of this further adjustment.

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In determining the payout under the Board Discretion metric, the Compensation Committee and the Board considered, on a subjective, qualitative basis, management’s performance against key strategic initiatives in a complex operating environment, as well as the importance of retention. Specifically, the material factors considered were the significant work being undertaken to return the Company to profitable growth, management’s work during the year to mitigate the headwinds created by the Company’s strategic investment in electric vehicles and significant vehicle depreciation expenses, as well as the desire to drive employee engagement and retention at a critical time for the business.

The earned payout percentage for each metric was weighted as set forth in the EICP and then added together to determine the final funding level.

Except as described below, each NEO’s individual annual incentive award for 2024 was generally calculated by multiplying (A) his or her base salary rate by (B) his or her target EICP opportunity and then multiplying by the funded level of 30% of target to arrive at (C) the actual award payout for 2024 (which reflects proration for service during the year). Awards were paid in cash. Because they were not employed with the Company at the time awards were paid in 2025, none of Messrs. Scherr or Keppy or Ms. Brooks were entitled to an award opportunity under the EICP for 2024.

The Compensation Committee and the Board determined each NEO’s target EICP opportunity based on the same factors described above in relation to base salaries. The Compensation Committee and the Board chose not to further differentiate performance among the NEOs and instead chose to compensate the cohort as a team. No portion of any EICP award was guaranteed for any NEO, except that, for 2024, Mr. West was guaranteed his target annual incentive, prorated for service during the year (equal to 112.5% of his base salary), per his employment agreement. There were no increases from 2023 in the target EICP opportunity for NEOs previously employed by the Company, as a percentage of base salary, other than for Ms. Martin in connection with her promotion. The table below provides each continuing NEO’s 2024 base salary received, his/her 2024 EICP opportunity, and the 2024 payout (including any applicable adjustments).

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(1)

The 2024 payout amounts in this column reflect proration for service during the year, and certain other adjustments. Mr. West commenced his role, effective April 1, 2024, and, per his employment agreement, Mr. West is eligible for a target annual incentive of 150% of his base salary, prorated for service during 2024 and provided that his 2024 annual bonus would be not less than his target annual bonus (equal to 112.5% of his base salary, which is the amount reflected in this table as his 2024 payout). Ms. Martin commenced her role, effective July 1, 2024, with compensation adjustments retroactive to April 10, 2024, the date on which she began serving as our Interim General Counsel and Assistant Corporate Secretary. Her 2024 payout reflects proration based on her length of service before and after April 10, 2024.

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2024 Long-Term Incentive Awards

The Compensation Committee and the Board believe in aligning the interests of our senior leaders with those of our stockholders. The significant extent to which equity is included in our NEOs’ compensation opportunity reflects this belief.

As discussed above, Mr. Scherr and Mr. West received sign-on equity grants when they joined the Company. These grants were in lieu of participation in our 2022 and 2023 long-term incentive programs (in the case of Mr. Scherr) and our 2024 and 2025 long-term incentive program (in the case of Mr. West). Neither Mr. Scherr nor Mr. West were provided participation in the Company’s 2024 long-term incentive program. See “— Agreements with NEOs — Agreement with Mr. Scherr” and “— Agreements with NEOs — Agreement with Mr. West” below for further discussion of these equity grants. As described below, Messrs. Dube and Haralson also received sign-on equity grants in lieu of participation in the Company’s 2024 long-term incentive program. See “— Agreements with NEOs — Agreement with Mr. Dube” and “— Agreements with NEOs — Agreement with Mr. Haralson” below for further discussion of these equity grants.

For our other NEOs, the Compensation Committee chose to use a mix of service-based RSUs and performance-based PSUs for the 2024 – 2026 cycle of the long-term incentive program (the “2024 LTIP”). RSUs are settled in shares of our common stock and designed to attract and retain the NEOs, reward performance, and align our executives’ interests with our stockholders by encouraging stock ownership. PSUs, if earned, are settled in shares of our common stock, and the PSUs are designed to reward the NEOs based on the Company’s performance through the achievement of financial metrics, thereby providing both retention and incentive tools for our executives.

To determine the amount of the target award to grant to each NEO participating in the 2024 LTIP, the Compensation Committee considered the factors discussed above for base salaries and set target award opportunities for each eligible NEO. The Compensation Committee uses a value-based approach to setting target opportunities and expresses the target opportunity in dollar terms. The target opportunities for our NEOs under the 2024 LTIP were as follows:

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(1)

As further described below, Messrs. West, Haralson, and Dube received sign-on equity grants when they assumed their roles, with target values of $33,000,000, $7,750,000, and $8,900,000, respectively. These equity grants were designed to incentivize performance over the 2024 and 2025 fiscal years, in the cases of Messrs. West and Dube, and over the 2024 fiscal year, in the case of Mr. Haralson. As such, these NEOs did not participate in the Company’s long-term equity program in 2024.

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(2)

The amount presented in this table for Ms. Martin reflects her target 2024 LTIP award value, assuming she served as Executive Vice President, General Counsel, and Corporate Secretary for the full fiscal year. Ms. Martin actually commenced her role, effective July 1, 2024, with compensation adjustments retroactive to April 10, 2024 (the date on which she began serving as Interim General Counsel and Assistant Corporate Secretary). She received an RSU grant with a total target value equal to $180,000 when grants under the 2024 LTIP were originally made. She received an incremental RSU grant and a PSU grant under the 2024 LTIP, with an aggregate target value of $728,767, after her promotion to Executive Vice President, General Counsel, and Corporate Secretary, with each grant reflecting proration based on the actual time she served in her new role in 2024. She also received the following one-time, non-2024 LTIP awards: an RSU grant with a value of $500,000 on May 1, 2024, in connection with her service as Interim General Counsel and Assistant Corporate Secretary; a non-2024 LTIP RSU grant with a value of $250,000 on July 1, 2024, in connection with her service as Vice President, Chief Counsel, and Chief Compliance Officer; and an RSU grant with a value of $1,000,000 on July 8, 2024, in connection with her promotion to Executive Vice President, General Counsel, and Corporate Secretary. These additional one-time, non-2024 LTIP grants are not included in this table.

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(3)

Mr. Leef received an additional one-time, non-LTIP RSU grant on May 1, 2024, with a value of $1,000,000. This additional one-time, non-2024 LTIP RSU grant is not included in this table.

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(4)

Ms. Brooks and Mr. Keppy forfeited their 2024 LTIP awards upon their separation from the Company. Mr. Scherr was not offered participation in the 2024 LTIP.

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Considering its pay for performance philosophy, and to promote retention and consistency with the award mix provided to other Company employees, the Compensation Committee set the award mix for NEOs in the 2024 LTIP at 50% PSUs and 50% RSUs (as compared to 60% and 40%, respectively, in 2023). Target PSU and RSU values are translated to grant numbers by dividing the dollar value of the target award by the closing price of our common stock on the Nasdaq on the date of grant.

The following table summarizes the mix of equity awards granted to our NEOs under the 2024 LTIP:

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(1)

Messrs. West, Haralson, and Dube received sign-on RSU and PSU grants but were not offered participation in the 2024 LTIP, and therefore, no awards for them are listed in this table.

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(2)

Ms. Martin commenced her role, effective July 1, 2024, with compensation adjustments retroactive to April 10, 2024. Her 2024 LTIP award reflects proration based on her service in different roles during the year. The amounts in this table do not reflect the additional one-time, non-2024 LTIP RSU grants made to Ms. Martin in May 2024 and July 2024.

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(3)

The amounts in this table do not reflect the additional one-time, non-2024 LTIP RSU grant made to Mr. Leef in May 2024.

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(4)

Ms. Brooks and Mr. Keppy each forfeited their 2024 LTIP awards upon their respective separations from the Company. Mr. Scherr was not offered participation in the 2024 LTIP.

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(5)

These amounts include both Mr. Keppy’s 2024 LTIP award and certain awards under the 2023 long-term incentive program (the “2023 LTIP”). In accordance with the Company’s equity grant practices, due to the timing of his hiring, grants of RSUs and PSUs to Mr. Keppy under the 2023 LTIP were not made until January 2, 2024. However, his RSU grants are not reported in the Summary Compensation Table of this Proxy Statement because they were reported in the 2024 proxy statement.

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Messrs. West, Haralson, and Dube received sign-on equity grants in 2024 in connection with their hiring, and Ms. Martin received one-time RSU grants in connection with the following: her service as Vice President, Chief Counsel, and Chief Compliance Officer; her service as Interim General Counsel and Assistant Corporate Secretary; and her promotion to Executive Vice President, General Counsel, and Corporate Secretary. See “— Agreements with NEOs” for further discussion of these equity grants. The Compensation Committee also granted a one-time non-2024 LTIP RSU award to Mr. Leef in May 2024 for retention purposes.

2024 RSUs

RSUs represent the right to receive a defined number of shares of our common stock after completing a period of service established at the grant date. RSUs encourage retention and long-term commitment to the Company. Additionally, because RSUs are paid in shares of our common stock, we believe that these awards align the interests of our executives with those of our stockholders, as the RSUs encourage stock ownership and increase in value as the trading price of our common stock increases. RSUs granted under the 2024 LTIP generally vest ratably over three years, subject to the NEO’s continued employment with the Company.

2022, 2023, and 2024 PSUs

PSUs represent an opportunity to earn a defined number of shares of our common stock if the Company achieves preset performance goals over time. In general, the PSUs fully vest following the third anniversary of the date of grant. Payouts, in shares of common stock, can range from 0% to 200% of the target award. The three-year nature of the LTIP grant means that an NEO may have up to three outstanding PSU grants in one year.

Goal Setting in the PSU Program. Considering the amount of change underway at the Company following Emergence, the Compensation Committee has, to date, used a staged approach to goal setting in the PSU program. This approach means that PSUs granted under the 2022 long-term incentive plan (the “2022 LTIP”), the 2023 LTIP, and the 2024 LTIP are conditionally earned, if at all, based on our performance against a series of three one-year goals. Any PSUs earned with respect to achievement of a one-year performance goal are “banked” and generally require continued employment through the third anniversary of the date of grant to fully vest. In addition, the program caps payouts at 100% of the targeted amount if our absolute total shareholder return (“TSR”) is negative over the three-year grant cycle. The TSR cap applies even if the performance goals are otherwise exceeded and would have resulted in more than 100% of the target grant amount of shares being earned. The Compensation Committee determined that this cap was an appropriate mechanism to ensure that our executives do not receive an above-target payout if our stockholders have not experienced positive TSR over the corresponding performance period. The Compensation Committee intends to continue to review the appropriate time to move the PSU program to cumulative, multi-year goals.

At the start of 2024, the Compensation Committee approved Adjusted Corporate EBITDA as the performance metric for the final third of the total PSUs granted under the 2022 LTIP, the second third of the PSUs granted under the 2023 LTIP, and the first third of the PSUs granted under the 2024 LTIP. The Compensation Committee also set the threshold, target and maximum goals for each of these tranches of PSUs. The calculation of Adjusted Corporate EBITDA for both awards is the same as that for the 2024 EICP applicable to our NEOs. Each PSU grant provides that 25% of the PSUs will be earned for performance from the minimum level to 80% of Target Adjusted Corporate EBITDA and uses straight line interpolation to calculate payouts for performance at or above 80% of Target (up to the Maximum amount). (See the