DEF 14A of Hertz Global Holdings, Inc, Apr 8, 2025

DEF 14A of Hertz Global Holdings, Inc

Filed Apr 8, 2025 · FY20240001104659-25-033050

Open on EDGAR

  1. Our Company

    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.

  2. Our Company

    | 2 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  3. Proposal 1: Election of Four Director Nominees

    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.

  4. Proposal 1: Election of Four Director Nominees

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 3 |

  5. Proposal 1: Election of Four Director Nominees

    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.

  6. Proposal 1: Election of Four Director Nominees

    | 4 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

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

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

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

    | Francis S. Blake Age: 75 Director Since: August 2024 | Mr. Blake has served as a director of the Company since August 2024, when he was recommended to the Governance Committee as part of a new-director search process conducted by the Company, with the assistance of a third-party search firm. Mr. Blake served as Chair and Chief Executive Officer (“CEO”) of The Home Depot, Inc. (“Home Depot”), a home improvement retail company, from 2007 to 2014 and as Chair of the board of directors (the “board”) of Home Depot from 2014 to 2015. Mr. Blake was Executive Vice President and Vice Chair of the board of Home Depot from 2006 to 2007 and was Executive Vice President, Business Development and Corporate Operations of Home Depot from 2002 to 2006. Prior to that, Mr. Blake served as Deputy Secretary of the U.S. Department of Energy; in a series of executive positions (including General Counsel) at General Electric Company, an industrial products company; and as the General Counsel of the U.S. Environmental Protection Agency. Mr. Blake also served as Deputy Counsel to Vice President George H. W. Bush and clerked on the U.S. Supreme Court for Justice John Paul Stevens. Mr. Blake has served on the board of UNIFI, Inc. (Nasdaq: UFI) since September 2022. In addition, he served on the boards of the following public companies: Macy’s, Inc. from 2015 to 2024; Delta Air Lines, Inc. (“Delta”) from 2014 to 2023 (serving as Non-Executive Chair from 2016 to 2023); The Procter & Gamble Company from 2015 to 2021; and The Southern Company from 2004 to 2009. He also serves on the board of the Georgia Aquarium, a non-profit organization. | | | We believe Mr. Blake is qualified to serve on our Board because of the extensive financial, operational, and leadership experience he gained by serving as the Chair and CEO of a global retailer and because of his expertise in both the travel industry and the transportation sector as the former Chair of a global airline. Mr. Blake also brings deep corporate governance experience acquired by serving on other public company boards, as well as an extensive understanding of regulatory frameworks and policymaking, given his high-level public sector experience. |

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

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 5 |

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

    | Vincent J. Intrieri Age: 68 Director Since: June 2016 Committees: Audit (Chair) | Mr. Intrieri has served as a director of the Company since June 2016. Mr. Intrieri is CEO and Founder of VDA Capital Management LLC, a private investment fund founded in 2017. From 1998 to 2016, Mr. Intrieri was employed, in various investment-related capacities, by entities associated with Carl Icahn, serving from 2008 to 2016, as Senior Managing Director of Icahn Capital LP and from 2004 to 2016, as Senior Managing Director of Icahn Offshore LP. Prior to that, Mr. Intrieri was a partner at Arthur Andersen LLP. He was also previously a Certified Public Accountant. Mr. Intrieri has served as a member of the board of International Flavors & Fragrances, Inc. (NYSE: IFF) since January 2025. In addition, he has served as Non-Executive Chair of SandRidge Energy, Inc. (NYSE: SD) since October 2024 and as a director of Transocean Ltd. (NYSE: RIG) since May 2014. Mr. Intrieri also served as a director of Navistar International Corporation from 2012 to 2021 and as a director of numerous other publicly traded companies prior to 2019, including the following: Energen Corporation; Conduent Incorporated; Chesapeake Energy Corporation; CVR Refining, LP; Forest Laboratories, Inc.; CVR Energy, Inc.; Federal-Mogul Corporation; and others. Mr. Intrieri is Chair of the Board’s Audit Committee. | | | We believe Mr. Intrieri is exceptionally qualified to serve on our Board because of his expertise in financial and accounting matters, as well as his strategic insight into global operations. As a former Certified Public Accountant and accounting partner, and as the current CEO of a private investment fund, Mr. Intrieri has a robust understanding of finance and capital markets. In addition, with current and prior service on more than 10 public company boards, he brings a wealth of knowledge and perspective that is invaluable to our organization. |

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

    | 6 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

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

    | Michael Gregory O’Hara Age: 59 Director Since: January 2024 | Mr. O’Hara has served as a director of the Company since January 2024, after previously serving on the Board from June 2021 to January 2023. Mr. O’Hara was originally appointed to the Board in connection with the Emergence, resigned from the Board due to his professional obligations, and then rejoined the Board in January 2024 after he was recommended by the Governance Committee, made up of non-management directors of the Board, to fill a vacancy created by the resignation of another director. Mr. O’Hara is the Founder and a Senior Managing Director of Certares Management, an investment services firm focused primarily on the travel, tourism, and hospitality sectors. Prior to forming Certares Management, he served as Chief Investment Officer of JPMorgan Chase’s Special Investments Group (“JPM SIG”). Prior to JPM SIG, Mr. O’Hara was a Managing Director of One Equity Partners (“OEP”), the private equity arm of JPMorgan. Before joining OEP in 2005, he served as Executive Vice President and as a member of the board of Worldspan Corporation, a privately held provider of travel technology and content. Mr. O’Hara has served as a director of TripAdvisor, Inc. (Nasdaq: TRIP) since March 2020; in addition, he was its Vice Chair from 2020 to 2023. He has also served as the Chair of American Express Global Business Travel (“Amex GBT”) (NYSE: GBTG) since 2014. From 2020 to 2023, Mr. O’Hara was on the board of Liberty TripAdvisor Holdings, Inc. and served as its Vice Chair. He co-founded GO Acquisition Corp., a special purpose acquisition company, in 2020 and served as its Co-CEO and as a member of its board from 2020 to 2022. In addition to his public company directorships, Mr. O’Hara has served as a director of the World Travel & Tourism Council since 2019 and has been its Chair since 2023. He is also on the board of Certares Holdings, where he is the Head of its Investment Committee and is a member of its Management Committee. Additionally, he is a member of the Investment Committee and Management Committee of both CK Opportunities Fund and Certares Real Estate Holdings. Mr. O’Hara was also a director of Mystic Invest from 2019 to 2020 and of Internova (“Internova”) from 2008 to 2020. | | | We believe Mr. O’Hara is qualified to serve on our Board because of his profound knowledge of, and experience in, the travel industry, his extensive background in investment analysis and management, and the governance experience he has gained by serving on other public company boards. |

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

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 7 |

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

    | Thomas Wagner Vice Chair of the Board Age: 55 Director Since: June 2021 | Mr. Wagner has served as a director of the Company and as Vice Chair of the Board since June 2021. Mr. Wagner co-founded Knighthead, an event-driven and deep value-focused SEC-registered investment advisor in September 2008, which specializes in investing in companies that need financial and operational restructuring; he currently serves as Managing Member. Prior to forming Knighthead, Mr. Wagner was a Managing Director at Goldman, Sachs & Co., and he also held roles at Credit Suisse First Boston and Ernst & Young LLP (“EY”). Mr. Wagner serves on the boards of several private entities, including as board Chair of Birmingham City Football Club Limited and certain of its affiliates since 2023; Singer Vehicle Design since 2021; Trinity Cyber, Inc. since 2016, serving as its Chair since 2018; and Knighthead Annuity & Life Assurance Company (“Knighthead Annuity”) since 2014, serving as its Co-Chair since 2014. In addition, he serves on the Investment Committee of Villanova University as an advisor (and is a former member of the Board of Trustees), the National Advisory Board for Youth, Inc., and the National Leadership Council for the Navy SEAL Foundation, where he has been a board member since 2024. | | | We believe Mr. Wagner is qualified to serve on our Board because of his deep strategic expertise in capital markets, in investment management, and in the transportation sector, as well as his significant knowledge of business restructurings. |

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

    | | The Board of Directors recommends that stockholders vote FOR the election of each Class I director nominee to our Board of Directors. |

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

    | 8 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

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

    | Lucy Clark Dougherty Age: 56 Director Since: August 2024 | Ms. Clark Dougherty has served as a director of the Company since August 2024, when she was recommended to the Governance Committee as part of a new-director search process conducted by the Company, with the assistance of a third-party search firm. Ms. Clark Dougherty has served as Executive Vice President and Chief Legal Officer of Eaton Corporation plc (“Eaton”), a global intelligent power management company, since April 2025. She joined Eaton in January 2025 as General Counsel. Ms. Clark Dougherty was Senior Vice President, General Counsel, and Secretary of Polaris Inc., a powersport vehicle company, from January 2018 to December 2024. Prior to that, Ms. Clark Dougherty held multiple legal leadership roles at General Motors Company, an automotive manufacturing company, where she worked from 2010 to 2018, including Deputy General Counsel, Global Markets, Autonomous Vehicles, and Transportation as a Service; Deputy General Counsel, Commercial, Product Safety, and Regulatory; Vice President and General Counsel, General Motors North America; Chief Legal Advisor, Global Vehicle Safety; and Executive Director, Legal, Government Relations, and Global Public Policy. Previously, in the President George W. Bush Administration, Ms. Clark Dougherty served as Counselor to Secretary Ridge, Chief Legal Officer at the U.S. Department of Homeland Security, and in the U.S. Department of Justice’s Environment and Natural Resources Division. | | | We believe that Ms. Clark Dougherty is qualified to serve on our Board because of her extensive experience in the mobility sector and because of her expertise in public company legal, compliance, and corporate governance matters acquired through her service as a senior executive in both the public and the private sectors. |

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

    | Jennifer Feikin Age: 57 Director Since: July 2021 Committees: Audit; Governance | Ms. Feikin has served as a director of the Company since July 2021. Ms. Feikin was, from 2007 to 2020, an independent business advisor, focusing on advising non-profits, start-up companies, and large media companies. Prior to becoming an independent business advisor, Ms. Feikin was Director of Google Video at Google, Inc. (now Alphabet, Inc.). She also worked in business development at AOL Time Warner, as well as in business affairs at 20th Century Fox, Fox Searchlight, and Morgan Creek Productions. Ms. Feikin began her career at McKinsey & Company, where she was a management consultant. Ms. Feikin has been an independent mutual fund board member, serving, since 2023, on the boards of American Funds Insurance Funds, American Funds Fund of Funds, and American Funds Fixed Income Funds; additionally, she has served on the boards of Capital Group Exchange Traded Funds since its inception in 2021. Ms. Feikin also served, from 2019 through 2022, on the boards of Capital Group Private Client Services Funds, Capital Group U.S. Equity Fund, American Funds International Vantage Fund, American Funds Global Insight Fund, and Emerging Markets Growth Fund. Since October 2024, Ms. Feikin has served on the board of Youth Sports Alliance in Park City, Utah. She was on the Board of Trustees of The Nature Conservancy of Utah from 2021 to 2024. Ms. Feikin is a member of the Board’s Audit Committee and the Board’s Governance Committee. | | | We believe that Ms. Feikin is qualified to serve on our Board because of her experience in strategic development and her expertise in digital technology, innovation, and consumer development, and due to the governance experience she has gained by serving as an independent mutual fund director. |

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

    | Mark Fields Age: 64 Director Since: June 2021 | Mr. Fields has served as a director of the Company since June 2021. In addition, he served as the Company’s Interim CEO from October 2021 to February 2022. Mr. Fields is a Senior Advisor of TPG Capital LP, a private equity firm, a role he has held since October 2017. From 2014 to 2017, he served as President and CEO of Ford Motor Company (“Ford”). Mr. Fields joined Ford in 1989 and held various senior leadership roles throughout his tenure, including the following: President and CEO, Ford; Chief Operating Officer (“COO”), Ford; Executive Vice President, Ford and President, The Americas; Executive Vice President and CEO, Premier Automotive Group and Ford Europe; Chair and CEO, Premier Automotive Group; and President and CEO, Mazda Motor Corporation (“Mazda”), where he also served as a director. Mr. Fields has served on the board of Lam Research Corporation (Nasdaq: LRCX) since August 2024 and on the board of Qualcomm Incorporated (Nasdaq: QCOM) since June 2018. In addition, he served previously on the boards of the following public companies: TPG Pace Beneficial II Corp. from 2021 to 2023; TPG Pace Solutions Corp. in 2021; International Business Machines (IBM) Corporation from 2016 to 2018; Ford from 2014 to 2017; and Mazda from 1999 to 2002. In addition to his public company directorships, Mr. Fields serves as Lead Independent Director of Tanium Inc., a privately held cybersecurity and systems management company, a board he joined in 2020, and since 2022, he has served on the boards of Planview, Inc. and Boomi, L.P., both of which are privately held software companies. In addition, he has served on the board of Classic Collision LLC, a national collision repair multi-site operator, since 2024. He also recently served on other private company boards, including Transplace Holdings, Inc. and Ellucian Company LLC, and he served as Chair of the board of CLEAResult Consulting, Inc. | | | We believe that Mr. Fields is qualified to serve on our Board because of his expertise in the automotive industry on a global scale, his extensive experience as a senior executive at a large, multinational company, and due to the corporate governance experience he has gained through his current and prior service as an independent director on a variety of public company boards. |

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

    | Evangeline Vougessis Age: 54 Director Since: September 2021 Committees: Audit; Governance | Ms. Vougessis has served as a director of the Company since September 2021. Ms. Vougessis is the Founder and CEO of Moneikos Global Asset Management (Monaco) (“Moneikos”), an independent asset management company; she has held this role since April 2014. In addition, Ms. Vougessis is the Co-Founder of MaxInvest Holdings, a single-family office that invests in startups and early-stage companies. She also serves on the board of each of Moneikos and MaxInvest. Prior to founding and co-founding Moneikos and MaxInvest, respectively, Ms. Vougessis served in the European financial sectors in various roles. Among them, she was Country Analyst for the Greek Equities Desk at ABN AMRO Ltd., London, United Kingdom. She also served as Investor Relations Manager at the Commercial Bank of Greece, a subsidiary of Credit Agricole Bank of France, and as Investor Relations and Strategy Director at Marfin Investment Group and subsequently at Marfin Popular Bank Group, a multi-billion dollar pan-European investment company headquartered in Athens, Greece. Ms. Vougessis is a member of the Board’s Audit Committee and the Board’s Governance Committee. | | | We believe that Ms. Vougessis is qualified to serve on our Board because of her significant capital markets and investment management expertise, including within the European financial markets. |

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

    | Colin Farmer Chair of the Board Age: 51 Director Since: June 2021 Committees: Compensation (Chair); Governance | Mr. Farmer has served as a director of the Company since June 2021. He was the Board’s Lead Director from August 2022 to April 2024, and he has served as the Board’s Chair since April 2024. Mr. Farmer, since December 2014, has been the Senior Managing Director and Head of the Management Committee of Certares Management, an investment services firm focused primarily on the travel, tourism, and hospitality sectors. He is also a member of the Investment Committee and the Management Committee for the following funds: Certares Holdings, Certares Holdings II, Certares Real Estate Holdings, Certares Real Estate Holdings II, and CK Opportunities. Prior to joining Certares, from 2006 to 2014, Mr. Farmer was a Managing Director of OEP, and from 1998 to 2006, he was a Principal at Harvest Partners, LP, both of which are middle-market private equity firms. Mr. Farmer began his career as an analyst at Robertson Stephens & Company, a middle market investment bank. In addition, Mr. Farmer serves on the boards of several private companies, including Internova, Guardian Alarm, Mystic Invest, Avoya Travel, Magna Hospitality, and Certares Holdings. He also previously served on the board of AmaWaterways, a private company. Mr. Farmer is Chair of the Board. In addition, Mr. Farmer is Chair of the Board’s Compensation Committee and is a member of the Board’s Governance Committee. | | | We believe that Mr. Farmer is qualified to serve on our Board because of his significant knowledge of the travel industry, his expertise in capital markets and financial matters, and because of the governance experience he has gained by serving on other company boards. |

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

    | Andrew Shannahan Age: 44 Director Since: June 2021 Committees: Governance (Chair); Compensation | Mr. Shannahan has served as a director of the Company since June 2021. Mr. Shannahan, since 2008, has been Head of Research and a Partner of Knighthead, an event-driven and deep value-focused SEC-registered investment advisor, which specializes in investing in companies that need financial and operational restructuring. He currently serves as a member of the Investment Committee of certain funds managed by Knighthead. Prior to joining Knighthead, from 2002 to 2008, Mr. Shannahan was a senior research analyst at Litespeed Partners, an event-driven hedge fund. Since 2023, Mr. Shannahan has been a director of ATI Physical Therapy, Inc. (OTCPK: ATIP); he serves on the board’s Nominating and Corporate Governance Committee. In addition to his public company directorship, Mr. Shannahan currently serves on the boards of a number of private entities, including the following: Knighthead Annuity and certain of its affiliates since 2024; Birmingham City Football Club Limited and certain of its affiliates since 2023; Shelby Companies Limited since 2023; and Homer City Generating since 2019. Mr. Shannahan is Chair of the Board’s Governance Committee and is a member of the Board’s Compensation Committee. | | | We believe that Mr. Shannahan is qualified to serve on our Board because of his expertise in complex investment opportunities, finance, and capital markets, and due to the governance experience he has gained by serving on other company boards. |

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

    | Wayne “Gil” West Chief Executive Officer Age: 64 Director Since: April 2024 | Mr. West has served as CEO and as a director of the Company since April 2024. Mr. West was COO of Cruise LLC, a self-driving car company, from January 2021 to December 2023. Prior to that, from March 2014 to October 2020, he was Senior Executive Vice President and COO of Delta, a global airline company, and from March 2008 to March 2014, he was Senior Vice President of Delta. From 2006 to 2007, prior to joining Delta, Mr. West was President and CEO of Laidlaw Transit Services, Inc., a provider of transportation services. Mr. West has served on the board of Virgin Galactic Holdings, Inc. (NYSE: SPCE) since February 2021. In addition, he was a member of the board of Forward Air Corporation from October 2018 to May 2021, and then from February 2024 to June 2024. He also served on the board of Genesis Park Acquisition Corporation from October 2020 to September 2021. | | | We believe that Mr. West is qualified to serve on our Board because of his extensive leadership, management, and operations experience gained from his executive leadership roles in the transportation industry and because of the governance experience gained by serving on other public company boards. |

  24. Director Compensation

    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.

  25. 2024 Director Compensation Table

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

  26. 2024 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation(4) ($) | Total ($) | | Fran Bermanzohn(5) | 21,703 | — | — | 21,703 | | Francis S. Blake(5) | 17,255 | 128,237 | — | 145,492 | | Lucy Clark Dougherty(5) | 34,511 | 128,237 | 1,193 | 163,941 | | Colin Farmer | 1 | — | 11,019 | 11,020 | | Jennifer Feikin | 100,000 | 175,004 | 1,355 | 276,359 | | Mark Fields | 100,000 | 175,004 | 10,600 | 285,604 | | Vincent J. Intrieri | 150,000 | 175,004 | 12,565 | 337,569 | | Jeffrey Nedelman(5) | 1 | — | — | 1 | | Michael Gregory O’Hara | 1 | — | 27,555 | 27,556 | | Andrew Shannahan | 1 | — | — | 1 | | Evangeline Vougessis | 50,000 | 175,004 | 5,432 | 230,436 | | Thomas Wagner | 1 | — | 20,310 | 20,311 |

  27. 2024 Director Compensation Table

    (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. 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

  28. 2024 Director Compensation Table

    | 32 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  29. 2024 Director Compensation Table

    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:

  30. 2024 Director Compensation Table

    | Name | Unvested RSUs Outstanding (#) | Vested Deferred Awards (#) | | Fran Bermanzohn | — | — | | Francis S. Blake | 42,889 | 4,858 | | Lucy Clark Dougherty | 42,889 | — | | Colin Farmer | — | — | | Jennifer Feikin | 35,212 | 38,621 | | Mark Fields | 35,212 | 20,734 | | Vincent J. Intrieri | 35,212 | 29,387 | | Jeffrey Nedelman | — | — | | Michael Gregory O’Hara | — | — | | Andrew Shannahan | — | — | | Evangeline Vougessis | 35,212 | 54,096 | | Thomas Wagner | — | — |

  31. 2024 Director Compensation Table

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

  32. 2024 Director Compensation Table

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 33 |

  33. 2024 Program Summary

    | Element | | Description | Objective | Factors Influencing Amount | | Base Salary | | Fixed compensation delivered in cash; reviewed at least annually and adjusted, if appropriate | Provides base amount of market competitive pay | Experience, market data, individual role and responsibilities, retention considerations, and individual performance | | Annual Incentive Award | | Variable cash compensation based on Company, business unit, and/or individual performance | Motivates and rewards achievement of key strategic initiatives and financial results, and encourages individual performance | Intended target value set based on market data, individual role, and responsibilities; payout based on Company and individual performance | | Long-Term Incentive Awards | Performance Stock Units (PSUs) | Variable compensation with payout in shares of common stock based on Company performance and continued employment | Aligns NEO interests with those of stockholders by linking payouts to performance against financial metrics that are of importance to investors; promotes retention | Intended target value set based on market data, individual role, and responsibilities; payout based on Company performance and time worked | | | Restricted Stock Units (RSUs) | Variable compensation with payout in shares of common stock based on continued employment | Aligns interests of executives with long-term stockholder value creation; promotes retention | |

  34. 2024 Program Summary

    | What We Do | What We Don’t Do | | We evaluate risk in connection with our overall compensation program. We use metrics in our incentive compensation plans that are aligned to the metrics management uses in assessing the business day-to-day. We cap payouts in our incentive programs. We use double-trigger vesting provisions in change-of-control scenarios. We believe a substantial portion of our NEOs’ compensation should be subject to satisfaction of performance objectives. We use a variety of equity award structures to incentivize both performance and retention. We have a robust stock ownership policy for executives and the Board. We maintain a stringent compensation recovery policy beyond that which is required by law. We use an independent compensation consultant. We utilize a representative and relevant peer group. | We don’t use financial or operational metrics that promote undue risk. We don’t provide preferential payments or above-market returns in deferred compensation plans. We don’t provide excessive perquisites to our senior management. We don’t allow our NEOs or directors to hedge or pledge our stock. We don’t re-price underwater options without stockholder approval. We don’t provide for automatic salary increases or ordinarily guarantee annual incentives to our NEOs. We don’t use excise tax gross ups. We don’t award dividends or dividend equivalents on unvested equity awards. |

  35. Impact on 2024 Compensation Decisions

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

  36. NEO Total Target Direct Compensation Opportunity

    | Name | Annualized Base Salary ($) | Target Annual Incentive ($) | Target Long-Term Incentive ($) | Target Pay ($) | | Wayne (“Gil”) West(1) | 1,500,000 | 2,250,000 | See Discussion of Sign-On Compensation.(2) | | | Scott Haralson(1) | 750,000 | 750,000 | See Discussion of Sign-On Compensation.(2) | | | Sandeep Dube(1) | 875,000 | 875,000 | See Discussion of Sign-On Compensation.(2) | | | Katherine Lee Martin(3) | 600,000 | 480,000 | 1,000,000 | 2,080,000 | | Eric Leef | 500,000 | 400,000 | 850,000 | 1,750,000 | | Other NEOs Required to Be Discussed | | | | | | Stephen Scherr(4) | 1,500,000 | 2,400,000 | See Discussion of Sign-On Compensation.(5) | | | Alexandra Brooks(4) | 600,000 | 480,000 | 1,000,000 | 2,080,000 | | Justin Keppy(4) | 1,250,000 | 1,250,000 | 2,500,000 | 5,000,000 |

  37. NEO Total Target Direct Compensation Opportunity

    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. (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. (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. (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.

  38. Component Weighting: Pay for Performance

    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

  39. Market Competitive Compensation

    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: ■ scope of responsibility; ■ tenure in the role at the Company; ■ internal pay comparisons; ■ requirements of any employment arrangements; ■ the NEO’s individual performance in 2023 (as applicable); and ■ the NEO’s expected future impact on the organization.

  40. 2024 Annual Incentive Awards

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

  41. 2024 Annual Incentive Awards

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 49 |

  42. 2024 Annual Incentive Awards

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

  43. 2024 Annual Incentive Awards

    | 2024 EICP for Continuing NEOs(1) | | | | | | | | | | Adjusted Corporate EBITDA(2) ($ in millions) | Adjusted Corporate EBITDA(2) Payout (% of Target) | DOE & SGA per Transaction Day | DOE & SGA per Transaction Day Payout (% of Target) | NPS | NPS Payout (% of Target) | Board Discretion (% of Target) | | Threshold | 350 | 25 | 40.78 | 25 | 27 | 25 | 0 | | Below Target | 560 | 80 | 40.27 | 80 | 29 | 80 | 50 | | Target | 700 | 100 | 39.93 | 100 | 30 | 100 | 100 | | Maximum | 875 | 200 | 39.51 | 200 | 35 | 200 | 200 | | EICP Results | (512)(3) | 0 | 41.79 | 0 | 28 | 50 | 100 |

  44. 2024 Annual Incentive Awards

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

  45. 2024 Annual Incentive Awards

    | 50 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  46. 2024 Annual Incentive Awards

    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.

  47. 2024 Annual Incentive Awards

    | Adjusted Corporate EBITDA | DOE & SGA per Transaction Day | NPS | Board Discretion | | 0% of Target x Weighting of 30% = No Funding | 0% of Target x Weighting of 30% = No Funding | 50% of Target x Weighting of 20% = 10 | 100% of Target x Weighting of 20% = 20 | | 30% of Target Payout | | | |

  48. 2024 Annual Incentive Awards

    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).

  49. 2024 Annual Incentive Awards

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  50. 2024 Annual Incentive Awards

    | | Column (A) | Column (B) | Column (C) | | Name | 2024 Base Salary Rate ($) | 2024 EICP Opportunity (% of Base Salary) | 2024 Payout (A) x (B) x 30% ($)(1) | | Wayne (“Gil”) West | 1,500,000 | 150 | 1,687,500 | | Scott Haralson | 750,000 | 100 | 121,721 | | Sandeep Dube | 875,000 | 100 | 116,906 | | Katherine Lee Martin | 600,000 | 80 | 113,246 | | Eric Leef | 500,000 | 80 | 120,000 |

  51. 2024 Annual Incentive Awards

    (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.

  52. 2024 Long-Term Incentive Awards

    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.

  53. 2024 Long-Term Incentive Awards

    | 52 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  54. 2024 Long-Term Incentive Awards

    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:

  55. 2024 Long-Term Incentive Awards

    | Name | 2024 Total Target Award Values ($) | | Wayne (“Gil”) West | See Discussion of Sign-On Compensation.(1) | | Scott Haralson | See Discussion of Sign-On Compensation.(1) | | Sandeep Dube | See Discussion of Sign-On Compensation.(1) | | Katherine Lee Martin(2) | 1,000,000 | | Eric Leef(3) | 850,000 | | Other NEOs Required to Be Discussed(4) | | | Stephen Scherr | — | | Alexandra Brooks | 1,000,000 | | Justin Keppy | 2,500,000 |

  56. 2024 Long-Term Incentive Awards

    (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. (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. (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. 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.

  57. 2024 Long-Term Incentive Awards

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  58. 2024 Long-Term Incentive Awards

    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:

  59. 2024 Long-Term Incentive Awards

    | Name | 2024 LTIP PSUs Granted (#) | 2024 LTIP RSUs Granted (#) | | Wayne (“Gil”) West(1) | N/A | N/A | | Scott Haralson(1) | N/A | N/A | | Sandeep Dube(1) | N/A | N/A | | Katherine Lee Martin(2) | 83,067 | 564,973 | | Eric Leef(3) | 54,348 | 278,062 | | Other NEOs Required to Be Discussed(4) | | | | Stephen Scherr | N/A | N/A | | Alexandra Brooks | 63,939 | 287,653 | | Justin Keppy(5) | 266,056 | 230,653 |

  60. 2024 Long-Term Incentive Awards

    (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. (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. (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. (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. (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. 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.

  61. 2024 Long-Term Incentive Awards

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  62. 2024 RSUs

    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.

  63. 2022, 2023, and 2024 PSUs

    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

  64. 2022, 2023, and 2024 PSUs

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  65. 2022, 2023, and 2024 PSUs

    tables below.) The Compensation Committee chose to use Adjusted Corporate EBITDA in the PSU program, acknowledging its use in the EICP as well, because of the metric’s importance to the Company and its stockholders. Based on the Company’s performance in 2024, no PSUs were earned for the one-third of the 2022 LTIP PSUs, 2023 LTIP PSUs, and 2024 LTIP PSUs attributable to 2024 performance, respectively.

  66. 2022, 2023, and 2024 PSUs

    | 2024 Tranche of 2022 - 2024 PSUs | | | | Performance | Adjusted Corporate EBITDA(1) (millions) ($) | Percentage Earned (%) | | Minimum | 1 | 25 | | Target | 700 | 100 | | Maximum | 875 | 200 | | 2024 Results | (512) | 0 |

  67. 2022, 2023, and 2024 PSUs

    | 2024 Tranche of 2023 - 2025 PSUs | | | | Performance | Adjusted Corporate EBITDA(1) (millions) ($) | Percentage Earned (%) | | Minimum | 1 | 25 | | Target | 700 | 100 | | Maximum | 875 | 200 | | 2024 Results | (512) | 0 |

  68. 2022, 2023, and 2024 PSUs

    | 2024 Tranche of 2024 - 2026 PSUs | | | | Performance | Adjusted Corporate EBITDA(1) (millions) ($) | Percentage Earned (%) | | Minimum | 1 | 25 | | Target | 700 | 100 | | Maximum | 875 | 200 | | 2024 Results | (512) | 0 |

  69. 2022, 2023, and 2024 PSUs

    (1) Adjusted Corporate EBITDA is defined in Annex A: Non-GAAP Measures to this Proxy Statement. The full performance period for the 2022 LTIP PSUs was completed as of the end of 2024. Mr. Leef was the only NEO who participated in the 2022 LTIP PSU award cycle. Based on Company performance, his

  70. 2022, 2023, and 2024 PSUs

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  71. 2022, 2023, and 2024 PSUs

    PSUs were earned at 21.4% of the target, reflecting the averaged earned results across 2022, 2023, and 2024, of 64.4%, 0%, and 0%, respectively. The earned 2022 LTIP PSUs vested on March 30, 2025. Messrs. Scherr, West, Dube, and Haralson did not participate in the 2022, 2023, or 2024 LTIP, as applicable. Instead, they received certain sign-on performance-based equity awards when they were hired, in the amounts, and subject to, the terms described below under “— Agreements with NEOs.” In the cases of Messrs. West, Haralson, and Dube, these awards remained unvested and fully outstanding as of December 31, 2024. In the case of Mr. Scherr, no new portion of his performance-based equity awards vested in 2024, and the unvested portions were forfeited in their entirety as of his separation from the Company.

  72. Severance Plan for Senior Executives

    Severance Plan for Senior Executives The Board maintains the 2021 Hertz Global Holdings, Inc. Severance Plan for Senior Executives, as amended or amended and restated from time to time (the “Severance Plan”). The Severance Plan provides for senior executives to be eligible to receive severance benefits if the participant’s employment is terminated for a reason other than “cause,” death, or disability. The Severance Plan provides that in the event of a qualifying termination, the participant will be eligible for severance equal to (i) 1.5 times their base salary and target annual cash incentive, (ii) payment of a pro-rata annual cash incentive for the year of termination based on actual achievement of performance metrics, (iii) continued medical and continued health benefits for 18 months following termination, and (iv) executive outplacement services of up to $25,000. The Participants must execute (and not revoke) a release of claims within 60 days following termination to be eligible for these benefits. The plan requires compliance with customary covenants regarding confidential information, non-competition, non-solicitation, and non-disparagement. Ms. Brooks received these benefits in connection with her departure from the Company. For each of Mr. Scherr and Mr. West, in addition to eligibility for benefits under the Severance Plan, their respective employment agreements provide (or for Mr. Scherr before his resignation, provided) for certain severance opportunities in the event of a termination for “good reason,” as defined in the applicable agreement. See “— Agreements with NEOs — Agreement with Mr. Scherr” and “— Agreements with NEOs — Agreement with Mr. West” below. Their respective employment agreements also contain post-employment restrictive covenant provisions that are more extensive and generally longer in duration than those applicable under the Severance Plan. Mr. Scherr received no severance benefits in connection with his voluntary resignation. Messrs. Haralson’s, Dube’s, and Keppy’s offer letters provide (or for Mr. Keppy before his separation, provided) for similar severance benefits in the event of a termination for “good reason,” as defined in their respective offer letters. Mr. Keppy received certain severance benefits in connection with his separation from the Company. See “— Agreements with NEOs” below for additional details.

  73. Agreement with Mr. West

    Employment Agreement is terminated by either the Company (with or without “Cause,” as defined in the West Employment Agreement, or “Disability,” as defined in the West Employment Agreement) or Mr. West (with or without “Good Reason,” as defined in the West Employment Agreement, or upon his death). While employed with the Company, the West Employment Agreement provides Mr. West with an annual base salary of $1.5 million (to be reviewed annually for possible increase) and the right to participate in the Company’s annual incentive program as in effect from time to time, with a target annual incentive amount equal to 150% of his base salary (provided that his actual bonus for 2024 would be no less than 112.5% of his base salary). In lieu of participation in the Company’s long-term incentive program in 2024 and 2025, Mr. West received a sign-on equity grant upon his hiring that provides the opportunity to earn a total number of shares of our common stock in an amount equal to $33,000,000, divided by the weighted-average closing price of our common stock for the 30-day period ending on the date of our public announcement of Mr. West’s employment by the Company. 45.45% of the sign-on equity grant was delivered in the form of RSUs that vest ratably over three years, and 54.55% of the sign-on equity grant was delivered in the form of PSUs that vest based on Mr. West’s continued employment over a three-year period and Company stock performance over a maximum of five years. Beginning in 2026, Mr. West will be eligible to receive equity awards under the Company’s long-term incentive program at the same time, and on the same terms and conditions as, awards granted to other NEOs, with an anticipated grant date fair market value of no less than $8,000,000 per year. These awards were designed by the Compensation Committee, with the support of its independent compensation consultant, FW Cook, to closely align Mr. West’s compensation with the value that management creates for stockholders, particularly for the performance-based awards that directly linked earning of the awards with stock price improvement. In making these awards, our Compensation Committee was focused on successfully recruiting a leader who the Board believed had the requisite experience and leadership qualities to successfully grow our business and position the Company to succeed in the context of the future of mobility. Specifically, our Board sought leadership to undertake a transformation of the Company. In that pursuit, our Compensation Committee created what it believed to be an appropriate compensation structure to incentivize Mr. West in a manner aligned with the interests of our stockholders, while inducing Mr. West to join the Company relative to other opportunities available to him at the time. Mr. West’s sign-on equity awards are summarized below. Time-Based RSUs: In order to provide for retention of Mr. West and to allow him to earn compensation based on our stock price over a three-year period, our Compensation Committee awarded Mr. West 1,910,369 time-based RSUs that will vest ratably over three years from his start date, subject to his continued employment with the Company on each such date.

  74. Agreement with Mr. West

    Performance-Based RSUs: At the heart of Mr. West’s sign-on package and representing 54.55% of Mr. West’s total sign-on equity awards are 2,292,864 performance-based RSUs (the “West Stock Price RSUs”). The West Stock Price RSUs are designed to be earned based on (i) a three-year time-vesting period and (ii) the Company’s achievement of the following share price targets (provided that any West Stock Price RSUs that do not vest within five years shall be forfeited):

  75. Agreement with Mr. West

    | Performance-Based RSUs – Tranche | Required 90-Day VWAP | | 458,572 | $10.00 | | 458,573 | $12.50 | | 458,573 | $15.00 | | 458,573 | $17.50 | | 458,573 | $20.00 |

  76. Agreement with Mr. West

    Our Compensation Committee determined that these awards should comprise the largest portion of Mr. West’s sign-on equity grants to align his compensation with sustained levels of share price performance. Importantly, the share price performance metrics referenced in the table above would be achieved only when the 90-day weighted-average closing price (“VWAP”) of our common stock exceeds the applicable price. Sustained share price performance is thus required, further aligning Mr. West’s compensation to stockholder interests. Once earned based on the stock price, the award would be paid out subject to the three-year time-based vesting schedule. If Mr. West’s employment terminates without “cause,” or if he resigns for “good reason” (in each case as defined in the West Employment Agreement), his sign-on equity awards will be treated as follows (subject to his execution and non-revocation of a release of claims against the Company):

  77. Agreement with Mr. West

    | Time-Based RSUs | 12 additional months of service crediting and full vesting if the termination occurs on or following a change in control (as defined in the 2021 Omnibus Incentive Plan). | | Performance-Based RSUs – Stock Price | 12 additional months of service crediting and 12 additional months of performance vesting eligibility for outstanding PSUs. If the termination occurs following a change in control, accelerated time-vesting and performance vesting based solely on the value of Company stock upon the change in control. |

  78. Agreement with Mr. West

    is entitled to a life insurance policy with a death benefit of at least $5,000,000, but he was not provided with this benefit in 2024. Furthermore, under the West Employment Agreement, Mr. West may receive certain perquisites generally available from time to time to senior executives of the Company on the terms and conditions then prevailing under such programs; an annual physical at the Company’s expense; and subject to his continued employment through December 31, 2024, free car rental privileges for his life and for the life of his surviving spouse (if applicable). He was also eligible for up to $30,000 in reimbursement for legal expenses incurred in negotiating his employment agreement and is entitled to reimbursement for the use of private aircraft for business purposes. Mr. West is entitled to severance and change in control benefits, which are summarized under “Potential Payments upon Termination or Change in Control” below. Following the termination of his employment, the West Employment Agreement prohibits Mr. West from soliciting our employees for six months, soliciting our clients for twelve months, and competing with the Company for two years.

  79. Agreement with Mr. Haralson

    Agreement with Mr. Haralson Mr. Haralson and the Company entered into a standard offer letter on May 29, 2024, in connection with his being hired as the Company’s Executive Vice President and CFO, effective June 17, 2024. He also entered into a standard Employee Confidentiality and Non-Competition Agreement as of May 29, 2024. The offer letter provides for Mr. Haralson to receive the following: ■ an annual base salary of $750,000; and ■ a target opportunity under the Company’s annual incentive plan at 100% of his annual base salary (prorated for 2024). Also under the offer letter, Mr. Haralson received a cash sign-on bonus in the gross amount of $500,000, which was payable on the first payroll period following his first 30 days of employment. Mr. Haralson is required to repay a pro-rata portion of his sign-on bonus to the Company if his employment is terminated for “cause” (as defined in his offer letter) or if he voluntarily terminates his employment without “good reason” (as defined in his offer letter) within 12 months of his start date. Furthermore, the offer letter provided Mr. Haralson with the following two sign-on equity awards as of his start date: a grant of 1,143,293 RSUs, with a grant date value of $3.75 million, that vests ratably on the first three anniversaries of the date of grant, assuming his continued employment through each vesting date. In the event Mr. Haralson terminates his employment for “good reason” or is terminated without “cause” by the Company, one-third of the RSUs next scheduled to vest will immediately

  80. Agreement with Mr. Haralson

    | Performance-Based RSUs – Tranche | Required 90-Day VWAP | | 228,659 | $10.00 | | 228,659 | $12.50 | | 228,659 | $15.00 | | 228,658 | $17.50 | | 228,658 | $20.00 |

  81. Agreement with Mr. Haralson

    Mr. Haralson is ineligible for additional equity awards in 2024, but he will become eligible to participate in the Company’s long-term incentive program beginning in 2025, with an annual target award value of $2,500,000. Under the offer letter, Mr. Haralson is eligible to receive a Company-provided vehicle for personal and professional use, with income imputed for the value of any personal use. He was also entitled to receive benefits generally available to other relocating executives, including relocation assistance in the form of a net cash payment of $100,000 plus expenses related to the movement of his household goods, subject to repayment to the Company of (i) 100% of such amounts if Mr. Haralson’s employment is terminated for “cause” (as defined in his offer letter) or he voluntarily terminates his employment without “good reason” (as defined in his offer letter) within 12 months of his start date or (ii) 50% of such amounts if his employment is terminated for “cause” or he voluntarily terminates his employment without “good reason” between 12 and 24 months of his start date. He was also eligible for up to $20,000 in reimbursement for legal expenses incurred in negotiating his offer letter. The offer letter also provides that Mr. Haralson is eligible to participate in other benefit programs available to executive officers of the Company. Furthermore, pursuant to the offer letter, Mr. Haralson became a participant in the Severance Plan from the first day of his employment. Upon a termination without “cause” by the Company or by Mr. Haralson for “good reason,” Mr. Haralson is entitled to the greater of the benefits set forth under the Severance Plan (as in effect on the date of such termination) and the benefits outlined in Mr. Haralson’s offer letter. See “Potential Payments upon Termination or Change in Control — Summaries: Plans and Agreements” below for more information about his severance entitlements.

  82. Agreement with Mr. Dube

    | Performance-Based RSUs – Tranche | Required 90-Day VWAP | | 225,317 | $10.00 | | 225,317 | $12.50 | | 225,317 | $15.00 | | 225,316 | $17.50 | | 225,316 | $20.00 |

  83. Agreement with Mr. Dube

    Mr. Dube is ineligible for additional equity awards in 2024 and 2025, but he will become eligible to participate in the Company’s long-term incentive program beginning in 2026, with an annual target award value of $2,500,000. Under the offer letter, Mr. Dube was also entitled to receive benefits generally available to other relocating executives, including relocation assistance in the form of a net cash payment of $125,000 plus expenses related to the movement of his household goods, subject to repayment to the Company of (i) 100% of such amounts if Mr. Dube’s employment is terminated for any reason other than a termination by the Company without “cause” or by Mr. Dube for “good reason” within 12 months of his start date or (ii) 50% of such amounts if such termination occurs between 12 and 24 months of his start date. In addition, Mr. Dube is eligible to participate in other benefit programs available to executive officers of the Company and receive a Company-provided vehicle for personal and professional use, with income imputed for the value of any personal use. Furthermore, pursuant to the offer letter, Mr. Dube became a participant in the Severance Plan from the first day of his employment. Upon a termination without “cause” by the Company or by Mr. Dube for “good reason,” Mr. Dube is entitled to the greater of the benefits set forth under the Severance Plan (as in effect on the date of such termination) and the benefits outlined in Mr. Dube’s offer letter. See “Potential Payments upon Termination or Change in Control — Summaries: Plans and Agreements” below for more information about his severance entitlements.

  84. Agreement with Ms. Martin

    Agreement with Ms. Martin Ms. Martin, who served as our Interim General Counsel and Assistant Corporate Secretary beginning April 10, 2024, and who previously served as Vice President, Chief Counsel, and Chief Compliance Officer, was promoted to the role of Executive Vice President, General Counsel, and Corporate Secretary, effective July 1, 2024. Her annual base salary was increased from $350,000 to $360,000 on January 8, 2024, in connection with an ordinary course salary adjustment, and from $360,000 to $600,000, in connection with her promotion to the role of Executive Vice President, General Counsel, and Corporate Secretary. Her target opportunity under the Company’s annual incentive plan was increased from 35% to 80% of her annual base salary, in connection with her promotion. Ms. Martin’s long-term incentive plan participation amount was also increased, in connection with her promotion, resulting in her total target equity award amount being increased from $180,000 to $1,000,000. She also received a one-time grant of RSUs equal in value to $1,000,000 upon her promotion to the role of Executive Vice President, General Counsel, and Corporate Secretary. Ms. Martin’s promotion and these new compensation opportunities were memorialized in a standard offer letter, dated June 25, 2024, with the increased compensation opportunities, effective retroactive to April 10, 2024. Per the offer letter she received upon her hire in 2023, Ms. Martin is also entitled to participate in the Company’s benefit programs available to other executive officers of the Company and receive a Company-provided vehicle for personal and professional use.

  85. Agreement with Mr. Scherr

    Agreement with Mr. Scherr Mr. Scherr’s employment agreement, entered into on February 3, 2022 (the “Scherr Employment Agreement”), provided for an initial term ending on December 31, 2026, unless earlier terminated by Mr. Scherr or the Company. On March 12, 2024, Mr. Scherr provided the Company with notice of his intent to voluntarily resign from the Company, and his resignation became effective on March 31, 2024. During his tenure with the Company, the Scherr Employment Agreement provided Mr. Scherr with an annual base salary of $1.5 million and the right to participate in the Company’s annual incentive program in effect from time to time, with a target annual incentive amount equal to 160% of his base salary. In lieu of participation in the Company’s long-term incentive program, Mr. Scherr received three equity grants upon his hiring. The awards are summarized below. Time-Based RSUs: Our Compensation Committee awarded 2,802,590 time-based RSUs (representing 0.45% of fully diluted shares of Company common stock as of Emergence) that vested with respect to 40% of the time-based RSUs on December 31, 2022 and 20% on December 31, 2023. Mr. Scherr forfeited the remainder of his time-based RSUs upon his voluntary resignation from the Company. Performance-Based RSUs — Stock Price: Mr. Scherr’s sign-on package included 6,539,378 performance-based RSUs (representing 1.05% of fully diluted shares of the Company’s common stock as of Emergence) (the “Scherr Stock Price RSUs”). The Scherr Stock Price RSUs were designed to be earned solely based on the Company’s achievement of the following share price targets, which, if earned based on stock price, would have vested annually in 20% increments from December 31, 2022 through December 31, 2026:

  86. Agreement with Mr. Scherr

    | Performance-Based RSUs – Stock Price (#) | Required 90-Day VWAP ($) | | 1,401,295 | $15.00 | | 1,401,295 | $20.00 | | 1,401,295 | $25.00 | | 1,401,296 | $30.00 | | 934,197 | $35.00 |

  87. Agreement with Mr. Scherr

    Based on our stock price performance during 2022, Mr. Scherr earned the shares associated with the $15.00 and $20.00 VWAPs during 2022. 20% of those shares vested on each of December 31, 2022 and December 31, 2023. The balance of those earned shares did not vest, as Mr. Scherr voluntarily resigned prior to the December 31, 2024, 2025, and 2026 vesting dates. No additional Scherr Stock Price RSUs were earned in 2023 or 2024. Upon Mr. Scherr’s departure from the Company on March 31, 2024, he ceased to be eligible to earn any further performance-based RSUs.

  88. Agreements with Mr. Keppy

    The Keppy Offer Letter provided for Mr. Keppy to receive the following: ■ an annual base salary of $1.25 million; ■ a target opportunity under the Company’s annual incentive plan at 100% of his annual base salary (prorated for 2023); and ■ participation in the Company’s annual long-term incentive plan with a target equity award of $2.5 million (prorated for 2023). Also, under the Keppy Offer Letter, Mr. Keppy was eligible to receive a cash sign-on bonus in the amount of $750,000. Although Mr. Keppy was required to repay a pro-rata portion of his sign-on bonus to the Company if his employment were terminated for “cause” or if he voluntarily terminated his employment within 24-months of his hiring date without “good reason,” under the Keppy Separation Agreement, the Company forgave this obligation to repay the cash sign-on bonus. The Keppy Offer Letter also provided Mr. Keppy with two sign-on equity awards as of his start date in order to compensate him for the value of foregone equity grants with his prior employer and otherwise incentivize him to join the Company: ■ an RSU grant, with a grant date value of $10.0 million, that would vest ratably on the first three anniversaries of the date of grant, assuming his continued employment through each vesting date, and that would vest immediately in the event Mr. Keppy voluntarily left his employment for “good reason” or was terminated without “cause” by the Company (the “Good Leaver Sign-On RSUs”); and ■ an RSU grant with a grant date value of $5.0 million that would cliff vest on the fourth anniversary of the grant date, assuming his continued employment with the Company, and that was subject to the terms and conditions of the Company’s standard RSU agreement, including its early vesting terms (i.e., this grant did not provide Mr. Keppy with any accelerated vesting if he voluntarily left his employment for any reason, including a situation that would result in “good reason”). Under the Keppy Offer Letter, Mr. Keppy was also entitled to receive benefits generally available to other relocating executives, including relocation assistance in the form of a net cash payment of $100,000 plus expenses related to the movement of his household goods, subject to repayment to the Company of (i) 100% of such amounts if Mr. Keppy terminated his employment without “good reason” within 12 months of his start date or (ii) 50% of such amounts if Mr. Keppy terminated his employment without “good reason” between 12 and 24 months of his start date. Upon Mr. Keppy’s separation from the Company on June 3, 2024, the Company forgave his obligation to repay his relocation assistance. The Keppy Offer Letter also provided that Mr. Keppy was eligible to use a Hertz service vehicle for personal and professional use, and to participate in other benefit programs available to executive officers of the Company, as well as reimbursement of legal fees up to $10,000 for the completion of his offer letter. Under the Keppy Separation Agreement, Mr. Keppy was entitled to purchase the Hertz-provided car for $1.00.

  89. Agreements with Mr. Keppy

    Furthermore, pursuant to the Keppy Offer Letter, Mr. Keppy was a participant in the Severance Plan from the first day of his employment. Upon a termination without “cause” within his first three years of employment, he was to be entitled to no less than the benefits set forth under the Severance Plan as in effect on the date of his offer letter or, if the Severance Plan was subsequently amended or replaced to provide for more favorable benefits, in the aggregate, than those provided in the offer letter, those enhanced benefits. In addition, during this three-year period, Mr. Keppy was to be entitled to benefits no less favorable than those set forth in the Severance Plan, in the event he voluntarily left his employment for “good reason.” Pursuant to the Keppy Separation Agreement, however, Mr. Keppy became ineligible for any benefits under the Severance Plan and instead received, in addition to the repayment forgiveness and opportunity to purchase a Hertz car, as described above, a cash severance benefit of $2,250,000, payable in installments over 18 months following his separation date; accelerated vesting of 974,771 Good Leaver Sign-On RSUs (valued at $4,025,804, based on a June 3, 2024 closing price); reimbursement of up to $25,000 in outplacement services during the 18-month period following his separation date; and assuming enrollment in COBRA and conversion of accident insurance coverage, continued medical, health, and other similar health care benefits (including for eligible dependents), and accident insurance coverage at the same premium cost paid prior to his termination until the earlier of the 18-month anniversary of his separation date and coverage under another employer’s medical plan.

  90. Agreements with Other NEOs

    Agreements with Other NEOs In 2024, our other NEOs (Mr. Leef and Ms. Brooks) had offer letters with the Company (from 2020 and 2023, respectively) that contained customary employment terms (such as base salary, incentive compensation, and benefits opportunities) as in effect at the time the offer letters were executed. These offer letters were not amended or modified in 2024 and did not provide any enhanced severance benefits beyond those that would otherwise be provided under the Severance Plan. Upon her separation from the Company, Ms. Brooks entered into a severance agreement with the Company. Under this agreement, in addition to her Severance Plan benefits, Ms. Brooks was entitled to purchase a Hertz-provided vehicle for $1.00 and to Hertz Platinum Loyalty Status for five years.

  91. Clawback Policy

    of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Nasdaq Clawback Policy is generally limited to any compensation granted, earned, or vested based wholly or in part on the attainment of one or more financial reporting measures. The Nasdaq Clawback Policy includes limited exceptions to the requirement to clawback amounts in the event of an accounting restatement in accordance with Nasdaq listing rules and SEC requirements. Prior to the promulgation of rules by Nasdaq, the Company had voluntarily adopted a clawback policy to promote responsible risk management. This policy applied to a broader group of employees than is required by the Nasdaq listing rules. The Compensation Committee chose to maintain this policy (the “Supplemental Clawback Policy”) to serve as a primary source of compensation recovery opportunity related to senior employees other than executive officers (generally employees at or above the Vice President level) and as a supplement to the Nasdaq Clawback Policy for executive officers. For executive officers, the Supplemental Clawback Policy will only operate with respect to amounts subject to the Nasdaq Clawback Policy after recovery occurs under the Nasdaq Clawback Policy, and there will be no duplication of recovery under the Supplemental Clawback Policy. The Company’s 2021 Omnibus Incentive Plan also includes clawback and forfeiture provisions that apply to both time-based and performance-based vesting awards granted pursuant to the plan in the event of certain misconduct by the participant, including a breach of a restrictive covenant. All of the outstanding RSU and PSU awards are subject to those clawback provisions.

  92. Compensation Consultant and Market Data

    Compensation Consultant and Market Data The Compensation Committee has the authority to retain outside advisors, as it deems appropriate. For 2024, the Compensation Committee retained FW Cook as its independent compensation consultant with

  93. Compensation Consultant and Market Data

    | 70 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  94. Compensation Consultant and Market Data

    respect to the 2024 executive compensation program. FW Cook does not perform any services for the Company other than in its role as independent advisor to the Compensation Committee. The Compensation Committee has assessed FW Cook’s independence. In 2024, the Compensation Committee also considered and assessed all relevant factors that could give rise to a potential conflict of interest with respect to FW Cook. Based on this review, the Compensation Committee did not identify any conflict of interest. The responsibilities of our compensation consultant include: ■ reviewing and advising on total executive compensation, including salaries, short-term and long-term incentive programs, and relevant performance goals; ■ advising on industry trends and best practices in executive compensation; ■ advising on effectively aligning pay with performance and with our business needs; and ■ assisting the Compensation Committee with any other matters related to executive compensation arrangements, including executive employment and award arrangements. The independent compensation consultant also provides internal and external pay comparison data to the Compensation Committee. The Compensation Committee uses this data as one element in its compensation decisions and does not mandate target ranges for our NEO salaries, annual incentive opportunities, or long-term incentives, as compared to the market data. To determine the appropriate market data for use in its compensation decisions, the Compensation Committee selected a peer group based on the recommendations of FW Cook. FW Cook prepared a list of potential peer companies (with a particular focus on travel companies). Because the number of our direct industry competitors is limited, we do not limit the peer group to our direct competitors. FW Cook proposed companies that have substantial similarities to our business model, are comparable to us based on revenues and market capitalization, and with which we compete for talent. We prefer to have a consistent peer group year to year, and based on the recommendation of the independent compensation consultant, the Compensation Committee chose to keep the peer group used for 2023 as the peer group for 2024. At the time the Compensation Committee selected the peer group for 2024, the Company was at the 36th percentile in revenue and the 60th percentile in market capitalization within the group. In the fourth quarter of 2024, the Compensation Committee again reviewed the Company’s peer group, in consultation with the independent compensation consultant, for use in setting 2025 compensation and determined that no changes were necessary for 2025.

  95. Compensation Consultant and Market Data

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 71 |

  96. Compensation Consultant and Market Data

    The following companies comprised our peer group for purposes of evaluating our executive compensation for 2024:

  97. Compensation Consultant and Market Data

    | Alaska Air Group, Inc. | Lithia Motors, Inc. | | AutoNation, Inc. | Norwegian Cruise Line Holdings Ltd. | | Avis Budget Group, Inc. | Penske Automotive Group, Inc. | | CarMax, Inc. | Royal Caribbean Cruises Ltd. | | Carvana Co. | Ryder Systems, Inc. | | Element Fleet Management Corp. | Sonic Automotive, Inc. | | Group 1 Automotive, Inc. | Southwest Airlines Co. | | Hilton Worldwide Holdings Inc. | Travel + Leisure Co. | | JetBlue Airways Corporation | United Rentals, Inc. |

  98. 2024 Summary Compensation Table

    2024 Summary Compensation Table The table set forth below presents compensation information for the individuals who served as our CEO and CFO during 2024, for each of the other three most highly compensated individuals who were serving as executive officers at the end of 2024, and for one individual who would have been an NEO had such individual been in his role at fiscal year-end. See “Compensation Discussion and Analysis — Agreements with NEOs” for additional information.

  99. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary(1) ($) | Bonus(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | All Other Compensation(5) ($) | Total ($) | | Wayne (“Gil”) West Chief Executive Officer | 2024 | 1,125,001 | 1,181,250 | 32,322,862 | 506,250 | 45,519 | 35,180,881 | | Scott Haralson EVP and Chief Financial Officer | 2024 | 403,846 | 500,000 | 7,500,002 | 121,721 | 203,659 | 8,729,228 | | Sandeep Dube EVP and Chief Commercial Officer | 2024 | 387,019 | 1,000,000 | 8,900,006 | 116,906 | 258,572 | 10,662,503 | | Katherine Lee Martin EVP, General Counsel, and Corporate Secretary | 2024 | 533,348 | — | 2,334,401 | 113,246 | 38,206 | 3,019,201 | | Eric Leef EVP and Chief Human Resources Officer | 2024 | 500,000 | — | 1,696,359 | 120,000 | 59,445 | 2,375,803 | | | 2023 | 500,000 | — | 635,764 | 200,000 | 44,482 | 1,380,246 | | | 2022 | 492,500 | — | 510,013 | 315,000 | 26,394 | 1,343,907 | | Other NEOs Required to Be Discussed | | | | | | | | | Stephen M. Scherr Former Chair and Chief Executive Officer | 2024 | 403,846 | — | — | — | 143,460 | 547,306 | | | 2023 | 1,500,000 | — | — | 1,200,000 | 200,417 | 2,900,417 | | | 2022 | 1,269,231 | — | 178,319,484 | 2,119,562 | 427,860 | 182,136,137 | | Alexandra Brooks Former EVP and Chief Financial Officer | 2024 | 300,000 | — | 1,771,948 | — | 1,838,279 | 3,910,227 | | | 2023 | 515,769 | — | 505,485 | 206,301 | 43,662 | 1,271,218 | | Justin Keppy Former EVP and Chief Operating Officer | 2024 | 576,923 | — | 3,023,669 | — | 2,428,293 | 6,028,885 | | | 2023 | 158,654 | 750,000 | 15,000,003 | 80,479 | 172,512 | 16,161,648 |

  100. 2024 Summary Compensation Table

    | 74 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  101. 2024 Summary Compensation Table

    Messrs. West, Haralson, and Dube joined the Company, effective April 1, 2024; June 17, 2024; and July 22, 2024, respectively. Messrs. Scherr and Keppy, and Ms. Brooks departed the Company on March 31, 2024; June 3, 2024; and June 30, 2024, respectively. Ms. Martin was promoted to her current position, effective July 1, 2024, with compensation adjustments retroactive to April 10, 2024. Mr. Leef served in his role for the entire fiscal year. (2) Includes, for 2024, with respect to Messrs. Haralson and Dube, and for 2023, with respect to Mr. Keppy, cash sign-on bonuses paid in connection with each NEO’s hiring. For Mr. West, includes the difference between the amount actually earned under the 2024 EICP (as reported in the “Non-Equity Incentive Plan Compensation” column) and his prorated target annual incentive for 2024, which was guaranteed under the terms of the West Employment Agreement. (3) The amounts reported represent the aggregate grant date fair value of applicable equity awards and were computed in accordance with FASB Topic 718. Assumptions used in the calculations of these amounts are included in “Note 9 — Stock-Based Compensation” in the notes to our consolidated financial statements in our 2024 Annual Report. For fiscal 2024, the “Stock Awards” column reflects the grant date fair values of the following: (a) for Messrs. West, Haralson, and Dube, the time-based and stock price performance-based sign-on RSUs granted in connection with their hirings, as described under “Compensation Discussion and Analysis — Agreements with NEOs.” (b) for Mr. Leef and Ms. Brooks, one-third of the 2022 PSUs granted under the 2022 LTIP, which are as described under “Compensation Discussion and Analysis — Long-Term Incentives.” For the 2022 PSUs, because we have used a staged approach to goal setting, with one-third of the total 2022 PSU grant conditionally earned based on performance against a series of three one-year goals, and the goals for each tranche set at the beginning of each performance year, only the third tranche of the 2022 PSUs is considered granted in 2024 under FASB Topic 718 and included in this table. The following is the aggregate grant date fair value of the 2022 PSUs if we had assumed that the maximum amount (200%) of the third tranche would have been earned: Ms. Brooks, $70,209; and Mr. Leef, $119,356. No PSU awards were actually earned. Ms. Brooks’ 2022 PSUs granted under the 2022 LTIP were forfeited in connection with her separation from the Company. Our other NEOs did not participate in the 2022 LTIP. (c) for Mses. Martin and Brooks and Mr. Leef, one-third of the 2023 PSUs granted under the 2023 LTIP, and for Mr. Keppy, two-thirds of the 2023 PSUs (as his 2023 PSUs were not granted until January 2024), which are as described under “Compensation Discussion and Analysis — Long-Term Incentives.” For the 2023 PSUs, because we have used a staged approach to goal setting, with one-third of the total 2023 PSU grant conditionally earned based on performance against a series of three one-year goals, and the goals for each tranche set at the beginning of each performance year, only the second tranche of the 2023 PSUs (or, in the case of Mr. Keppy, the first and second tranches) is considered granted in 2024 under FASB Topic 718 and included in this table. The following is the aggregate grant date fair value of the 2023 PSUs if we had assumed that the maximum amount (200%) of the second tranche (or, in the case of Mr. Keppy, the first and second tranches) would have been earned: Ms. Martin, $11,347; Mr. Leef, $140,021; Ms. Brooks, $140,341; and Mr. Keppy, $1,269,552. No PSU awards were actually earned. Ms. Brooks’ and Mr. Keppy’s 2023 PSUs granted under the 2023 LTIP were forfeited in connection with their separations from the Company. Our other NEOs did not participate in the 2023 LTIP. (d) for Mses. Martin and Brooks and Messrs. Leef and Keppy, one-third of the 2024 PSUs and all of the 2024 RSUs granted under the 2024 LTIP (including, with respect to Ms. Martin, additional RSUs granted in connection with her promotion), as described under “Compensation Discussion and Analysis — Long-Term Incentives.” For the 2024 PSUs, because we have used a staged approach to goal setting, with one-third of the total 2024 PSU grant conditionally earned based on performance against a series of three one-year goals, and the goals for each tranche set at the beginning of each performance year, only the first tranche of the 2024 PSUs is considered granted in 2024 under FASB Topic 718 and included in this table. The following is the aggregate grant date fair value of the 2024 PSUs if we had assumed that the maximum amount (200%) of the first tranche would have been earned: Ms. Martin, $199,361; Mr. Leef, $283,334; Ms. Brooks, $333,335; and Mr. Keppy, $833,336. No PSU awards were actually earned. Ms. Brooks’ and Mr. Keppy’s 2024 PSUs granted under the 2024 LTIP were forfeited in connection with their separations from the Company. Our other NEOs did not participate in the 2024 LTIP. Reflects amounts paid under the 2024 EICP, as described in the “Compensation Discussion and Analysis — Annual Incentive Awards.”

  102. 2024 Summary Compensation Table

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 75 |

  103. 2024 Summary Compensation Table

    Includes the following for 2024:

  104. 2024 Summary Compensation Table

    | Name | Perquisites and Personal Benefits(a) | | | | | | | Tax Gross Ups ($) | Company Contributions to Qualified 401(k) Plan(b) ($) | Severance ($) | | | Personal Use of Aircraft ($) | Personal Use of Vehicle ($) | Financial Planning Assistance ($) | Reimbursement of Legal Fees ($) | Relocation Related Benefits ($) | Executive Physical ($) | Life Insurance Premiums ($) | | | | | Wayne (“Gil”) West | — | — | — | 29,486 | — | 900 | 1,333 | — | 13,800 | — | | Scott Haralson | — | 7,392 | — | 19,456 | 100,000 | — | 407 | 64,880 | 11,523 | — | | Sandeep Dube | — | 6,149 | — | — | 141,082 | 6,670 | 389 | 91,535 | 12,748 | — | | Katherine Lee Martin | — | 9,503 | — | — | 8,672 | — | 604 | 5,626 | 13,800 | — | | Eric Leef | — | 27,003 | 18,000 | — | — | — | 642 | — | 13,800 | — | | Other NEOs Required to Be Discussed | | | | | | | | | | | | Stephen Scherr | 121,736 | 12,317 | 8,926 | — | — | — | 482 | — | — | — | | Alexandra Brooks | — | 9,737 | 18,000 | — | — | 4,637 | 385 | — | 13,800 | 1,791,720 | | Justin Keppy | — | 2,876 | 5,907 | — | 29,851 | 3,738 | 741 | 19,368 | 13,800 | 2,352,012 |

  105. 2024 Summary Compensation Table

    (a) Amounts shown are valued at the incremental cost to us of providing the benefit or, for Personal Use of Vehicle, the annual lease value of Company-provided vehicles. For Personal Use of Aircraft, incremental cost includes our cost of the actual fuel burned per flight (at the per-gallon cost of the immediately preceding fuel purchase(s)), together with costs such as landing fees, parking/hangar fees, catering expense, lavatory cleaning, garbage removal, and similar variable expenses associated with a flight, as well as crew travel expenses incurred because of the personal use. Incremental cost of personal flights also includes the incremental cost of any repositioning flights necessary to accommodate the personal use. We exclude fixed costs such as hangar rent, insurance, maintenance, and crew salaries. Reflects Company matching contributions to the 401(k) Plan.

  106. 2024 Summary Compensation Table

    | 76 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  107. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The table set forth below provides, for each NEO, information about grants, during 2024, of plan-based awards (equity and non-equity). All equity grants were made under the 2021 Omnibus Incentive Plan.

  108. 2024 Grants of Plan-Based Awards

    | Name | Type of Award | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Wayne (“Gil”) West | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 84,375 | 1,687,500 | 3,375,000 | — | — | — | — | — | | Sign-On Stock-Price- Based PSUs | | 4/1/2024 | 3/15/2024 | — | — | — | — | 2,292,864 | 2,292,864 | — | 17,632,124 | | Sign-On Time-Based RSUs | | 4/1/2024 | 3/15/2024 | — | — | — | — | — | — | 1,910,369 | 14,690,738 | | Scott Haralson | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 20,287 | 405,738 | 811,476 | — | — | — | — | — | | Sign-On Stock-Price- Based PSUs | | 6/17/2024 | 5/23/2024 | — | — | — | — | 1,143,293 | 1,143,293 | — | 3,750,001 | | Sign-On Time-Based RSUs | | 6/17/2024 | 5/23/2024 | — | — | — | — | — | — | 1,143,293 | 3,750,001 | | Sandeep Dube | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 19,484 | 389,686 | 779,372 | — | — | — | — | — | | Sign-On Stock-Price-Based PSUs | | 7/22/2024 | 6/25/2024 | — | — | — | — | 1,126,583 | 1,126,583 | — | 4,450,003 | | Sign-On Time-Based RSUs | | 7/22/2024 | 6/25/2024 | — | — | — | — | — | — | 1,126,583 | 4,450,003 | | Katherine Lee Martin | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 19,161 | 383,213 | 766,426 | — | — | — | — | — | | 2024 Tranche of 2023 PSUs | | 2/14/2024 | 2/14/2024 | — | — | — | 587 | 734 | 1,468 | — | 5,674 | | 2024 Tranche of 2024 PSUs | | 7/8/2024 | 6/25/2024 | — | — | — | 6,922 | 27,689 | 55,378 | — | 99,680 | | 2024 RSUs | | 3/1/2024 | 2/14/2024 | — | — | — | — | — | — | 23,018 | 180,001 |

  109. 2024 Grants of Plan-Based Awards

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  110. 2024 Grants of Plan-Based Awards

    | Name | Type of Award | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | 2024 RSUs | | 5/1/2024 | 4/3/2024 | — | — | — | — | — | — | 111,857 | 500,001 | | 2024 RSUs | | 7/1/2024 | 6/28/2024 | — | — | — | — | — | — | 69,253 | 250,003 | | 2024 RSUs | | 7/8/2024 | 6/25/2024 | — | — | — | — | — | — | 83,067 | 299,041 | | 2024 RSUs | | 7/8/2024 | 6/25/2024 | — | — | — | — | — | — | 277,778 | 1,000,001 | | Eric Leef | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 20,000 | 400,000 | 800,000 | — | — | — | — | — | | 2024 Tranche of 2022 PSUs | | 3/1/2024 | 2/14/2024 | — | — | — | 6,176 | 7,720 | 15,441 | — | 59,678 | | 2024 Tranche of 2023 PSUs | | 3/1/2024 | 2/14/2024 | — | — | — | 7,246 | 9,057 | 18,114 | — | 70,011 | | 2024 Tranche of 2024 PSUs | | 3/1/2024 | 2/14/2024 | — | — | — | 4,529 | 18,116 | 36,232 | — | 141,667 | | 2024 RSUs | | 3/1/2024 | 2/14/2024 | — | — | — | — | — | — | 54,348 | 425,001 | | 2024 RSUs | | 5/1/2024 | 4/3/2024 | — | — | — | — | — | — | 223,714 | 1,000,002 | | Others NEOs Required to Be Discussed | | | | | | | | | | | | | Stephen Scherr | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 29,836 | 596,721 | 1,193,443 | — | — | — | — | — | | Alexandra Brooks | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 11,803 | 236,066 | 472,131 | — | — | — | — | — | | 2024 Tranche of 2022 PSUs | | 2/14/2024 | 2/14/2024 | — | — | — | 3,633 | 4,541 | 9,083 | — | 35,105 | | 2024 Tranche of 2023 PSUs | | 2/14/2024 | 2/14/2024 | — | — | — | 7,262 | 9,078 | 18,155 | — | 70,170 | | 2024 Tranche of 2024 PSUs | | 3/1/2024 | 2/14/2024 | — | — | — | 5,328 | 21,313 | 42,626 | — | 166,668 | | 2024 RSUs | | 3/1/2024 | 2/14/2024 | — | — | — | — | — | — | 63,939 | 500,003 | | 2024 RSUs | | 5/1/2024 | 4/3/2024 | — | — | — | — | — | — | 223,714 | 1,000,002 |

  111. 2024 Grants of Plan-Based Awards

    | 78 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  112. 2024 Grants of Plan-Based Awards

    | Name | Type of Award | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Justin Keppy | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 26,469 | 529,372 | 1,058,743 | — | — | — | — | — | | 2023 Tranche of 2023 PSUs | | 1/2/2024 | 10/18/2024 | — | — | — | 28,322 | 35,403 | 70,806 | — | 361,111 | | 2024 Tranche of 2023 PSUs | | 2/14/2024 | 2/14/2024 | — | — | — | 28,322 | 35,403 | 70,806 | — | 273,665 | | 2024 Tranche of 2024 PSUs | | 3/1/2024 | 2/14/2024 | — | — | — | 13,321 | 53,282 | 106,565 | — | 416,668 | | 2023 RSUs | | 1/2/2024 | 10/18/2024 | — | — | — | — | — | — | 70,806 | 722,221 | | 2024 RSUs | | 3/1/2024 | 2/14/2024 | — | — | — | — | — | — | 159,847 | 1,250,004 |

  113. 2024 Grants of Plan-Based Awards

    (1) The amounts in these columns include the “Target” amount for each NEO eligible to receive an award under the EICP at 100% of the target award, the “Threshold” amount for each eligible NEO at 25% of the “Target” amount (which assumes only the NPS metric was funded and did so at the threshold level of performance) and the “Maximum” amount for the maximum amount payable to each NEO at 200% of the “Target,” in each case prorated for the NEO’s service in 2024. The EICP is discussed under “Compensation Discussion and Analysis — Components of 2024 Executive Compensation Program — Annual Incentive Awards.” Actual payouts earned under the program for 2024 for Messrs. Haralson, Dube, and Leef and Ms. Martin were 30% of “Target,” prorated for time worked, and can be found under the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Mr. West was guaranteed a payout equal to $1,687,500 (his prorated target annual bonus for 2024, equal to 112.5% of his base salary) under the terms of his employment agreement. Messrs. Scherr and Keppy and Ms. Brooks forfeited their EICP awards in connection with their respective terminations of employment. (2) For Messrs. West, Haralson, and Dube, represents the stock price performance-based sign-on RSUs granted in connection with their respective hirings, as described under “Compensation Discussion and Analysis — Agreements with NEOs.” For Mr. Leef and Ms. Brooks, represents the third tranche of PSUs granted under the 2022 LTIP, the second tranche of PSUs granted under the 2023 LTIP, and the first tranche of PSUs granted under the 2024 LTIP, in each case with respect to 2024 performance. For Ms. Martin, represents the second tranche of PSUs granted under the 2023 LTIP, the first tranche of PSUs granted under the 2024 LTIP on July 8, 2024, in connection with her promotion to Executive Vice President, General Counsel, and Corporate Secretary, in each case with respect to 2024 performance. We discuss Ms. Martin’s promotion under the heading “Compensation Discussion and Analysis — Agreements with NEOs — Agreement with Ms. Martin.” For Mr. Keppy, represents the first and second tranches of PSUs granted under the 2023 LTIP, and the first tranche of PSUs granted under the 2024 LTIP, in each case with respect to 2024 performance. All PSUs are earned based on our financial performance. We discuss these awards under the heading “Compensation Discussion and Analysis — Components of 2024 Executive Compensation Program — Long-Term Incentives.” The amounts disclosed in the “Estimated Future Payouts Under Equity Incentive Plan Awards” columns represent the number of shares issuable assuming achievement of the specific Threshold, Target, or Maximum levels of performance established by the Compensation Committee for these PSUs over the 2024 performance period. As disclosed in the CD&A, no PSUs were earned for 2024. Ms. Brooks’ 2024 PSUs and RSUs granted under the 2024 LTIP were forfeited in connection with her termination of employment with the Company. Mr. Keppy received accelerated vesting of 974,771 RSUs granted upon his hiring in 2023, in connection with his departure from the Company, as further described under “Compensation Discussion and Analysis — Agreements with NEOs — Agreements with Mr. Keppy,” but his outstanding PSUs and RSUs were otherwise forfeited upon his termination. For Mses. Martin and Brooks and Messrs. Leef and Keppy, represents RSUs granted under the 2024 LTIP, which vest ratably over three years, subject to each NEO’s continued employment. For Mr. Keppy, this amount also includes RSUs under the 2023 LTIP that were not granted until January 2024 (which also would have vested ratably over three years had he remained employed with us). We discuss these awards under the heading “Compensation Discussion and Analysis — Components of 2024 Executive Compensation Program — Long-Term Incentives.” Ms. Brooks and Mr. Keppy forfeited these RSUs in

  114. 2024 Grants of Plan-Based Awards

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  115. 2024 Grants of Plan-Based Awards

    connection with their respective terminations from the Company, and as a result, these RSUs do not appear in the “Outstanding Equity Awards at Fiscal Year-End 2024” table. For Ms. Martin, the RSU grant on July 1, 2024 was made for her service as Vice President, Chief Counsel, and Chief Compliance Officer; the RSU grant on May 1, 2024 was made for her service as Interim General Counsel and Assistant Corporate Secretary; and her July 8, 2024 RSU grant was made in connection with her promotion to Executive Vice President, General Counsel, and Corporate Secretary. We discuss Ms. Martin’s promotion to Executive Vice President, General Counsel, and Corporate Secretary under the heading “Compensation Discussion and Analysis — Agreements with NEOs — Ms. Martin.” For Messrs. West, Haralson, and Dube, represents time-based RSUs granted in connection with their hirings, which vest ratably over three years, subject to each NEO’s continued employment, and which are described above under “Compensation Discussion and Analysis — Agreements with NEOs.” (4) Represents the aggregate grant date fair value, computed pursuant to FASB Topic 718. The fair market value of RSUs and PSUs is the closing price of our common shares on the date of grant multiplied by the number of shares granted (or, for PSUs, the “target” number of shares granted, which represents the probable outcome of the applicable performance conditions as of the grant approval date). These amounts are included in the “Stock Awards” column of the Summary Compensation Table. Grants made in 2024 are described more fully in the “Compensation Discussion and Analysis” section of this Proxy Statement. More information concerning the amount of salary and incentive compensation in proportion to total compensation for our NEOs is provided under the section of this Proxy Statement entitled “Compensation Discussion and Analysis — Components of 2024 Executive Compensation Program.”

  116. 2024 Grants of Plan-Based Awards

    | 80 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  117. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth, for each NEO, details of equity awards outstanding on December 31, 2024:

  118. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(3) ($) | | Wayne (“Gil”) West | 4/1/2024 | — | — | — | — | 1,910,369 | 6,991,951 | — | — | | | 4/1/2024 | — | — | — | — | — | — | 2,292,864 | 8,391,882 | | Scott Haralson | 6/17/2024 | — | — | — | — | 1,143,293 | 4,184,452 | — | — | | | 6/17/2024 | — | — | — | — | — | — | 1,143,293 | 4,184,452 | | Sandeep Dube | 7/22/2024 | — | — | — | — | 1,126,583 | 4,123,294 | — | — | | | 7/22/2024 | — | — | — | — | — | — | 1,126,583 | 4,123,294 | | Katherine Lee Martin | 7/6/2023 | — | — | — | — | 4,405 | 16,122 | — | — | | | 7/6/2023 | — | — | — | — | — | — | 734 | 2,686 | | | 7/6/2023 | — | — | — | — | 35,747 | 130,834 | — | — | | | 2/14/2024 | — | — | — | — | — | — | 734 | 2,686 | | | 3/1/2024 | — | — | — | — | 23,018 | 84,246 | — | — | | | 5/1/2024 | — | — | — | — | 111,857 | 409,397 | — | — | | | 7/1/2024 | — | — | — | — | 69,253 | 253,466 | — | — | | | 7/8/2024 | — | — | — | — | 83,067 | 304,025 | — | — | | | 7/8/2024 | — | — | — | — | 277,778 | 1,016,667 | — | — | | | 7/8/2024 | — | — | — | — | — | — | 27,689 | 101,342 | | Eric Leef | 11/9/2021 | 96,000 | — | 26.17 | 11/9/2031 | — | — | — | — | | | 3/30/2022 | — | — | — | — | 5,148 | 18,842 | — | — | | | 3/30/2022 | — | — | — | — | — | — | 7,720 | 28,256 | | | 3/3/2023 | — | — | — | — | 12,077 | 44,202 | — | — | | | 3/3/2023 | — | — | — | — | — | — | 9,057 | 33,149 | | | 3/31/2023 | — | — | — | — | — | — | 7,720 | 28,256 | | | 2/14/2024 | — | — | — | — | — | — | 7,720 | 28,256 | | | 2/14/2024 | — | — | — | — | — | — | 9,057 | 33,149 | | | 3/1/2024 | — | — | — | — | 54,347 | 198,910 | — | — | | | 3/1/2024 | — | — | — | — | — | — | 18,116 | 66,305 | | | 5/1/2024 | — | — | — | — | 223,714 | 818,793 | — | — |

  119. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 81 |

  120. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Outstanding Equity Awards at 2024 Fiscal Year-End |

  121. Outstanding Equity Awards at 2024 Fiscal Year-End

    | Name | Grant Date | Option Awards | | | | Stock Awards | | | | | | | Number of Securities Underlying Unexercised Options Exercisable(1) (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(2) (#) | Market Value of Shares or Units of Stock That Have Not Vested(3) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(4) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(3) ($) | | Other NEOs Required to Be Discussed(5) | | | | | | | | | | | Stephen Scherr | — | — | — | — | — | — | — | — | — | | Alexandra Brooks | — | — | — | — | — | — | — | — | — | | Justin Keppy | — | — | — | — | — | — | — | — | — |

  122. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) The stock options granted on November 9, 2021 to Mr. Leef fully vested as of November 9, 2024, but such options remain outstanding and unexercised. (2) For Messrs. West, Haralson, and Dube, time-based RSUs granted in connection with their hirings (April 1, June 17, and July 22, 2024, respectively) vest ratably over three years on the first, second, and third anniversaries of April 1, June 17, and July 22, 2024, respectively. Service-based RSUs under the 2022 LTIP granted to Mr. Leef (on March 30, 2022) vest ratably over three years on the first, second, and third anniversaries of March 30, 2022. Service-based RSUs under the 2023 LTIP granted to Ms. Martin (on July 6, 2023) and Mr. Leef (on March 3, 2023) vest ratably over three years on the first, second, and third anniversaries of the applicable date of grant. Service-based RSUs under the 2024 LTIP granted to Ms. Martin (on March 1, 2024 and July 8, 2024, in connection with her promotion) and to Mr. Leef (on March 1, 2024 and May 1, 2024) vest ratably over three years on the first, second, and third anniversaries of the applicable date of grant. Ms. Martin also received one-time RSU awards on July 1, 2024, in connection with her service as Vice President, Chief Counsel, and Chief Compliance Officer that vest on the first anniversary of the date of the grant and on May 1, 2024, in connection with her service as Interim General Counsel and Assistant Corporate Secretary that vest on the first anniversary of the date of grant, and on July 8, 2024, in connection with her promotion to Executive Vice President, General Counsel, and Corporate Secretary that vest ratably on the first, second, and third anniversaries of the date of grant. (3) The market value is calculated using a per-share price of $3.66, which was the closing price of our common stock on the Nasdaq on the last trading day of 2024 (i.e., December 31, 2024). (4) For each of Messrs. West, Haralson, and Dube, reflects performance-based RSUs that are earned upon the achievement of share price targets that had not been achieved as of December 31, 2024. For Mr. Leef’s March 30, 2022 grant, the amounts reflect the first tranche of the PSUs granted under the 2022 LTIP that vest once earned on March 30, 2025, which were subject to his continued employment and a cap if the Company’s TSR was negative over the three-year performance period. As discussed in the Company’s 2023 proxy statement, 64.4% of the first tranche of these awards were banked based on our 2022 Adjusted Corporate EBITDA. We have treated the first tranche as unearned for purposes of the table because the final number of shares was not determinable until March 30, 2025. For Ms. Martin and Mr. Leef, the amounts granted on July 6, 2023 and March 3, 2023, respectively, reflect the first tranche of the PSUs granted under the 2023 LTIP, and the amounts granted to Mr. Leef on March 31, 2023 reflect the second tranche of the PSUs granted under the 2022 LTIP. For Ms. Martin and Mr. Leef, the amounts granted on July 8, 2024 and March 1, 2024, respectively, reflect the first tranche of the PSUs granted under the 2024 LTIP, and the amounts granted on February 14, 2024 reflect the second tranche of PSUs granted under the 2023 LTIP, and, in the case of Mr. Leef only, the third tranche of the PSUs granted under the 2022 LTIP. In each case, Ms. Martin’s and Mr. Leef’s PSUs granted under the applicable LTIP vest once earned on the third anniversary of the grant date, subject to the NEO’s continued employment and a cap if the Company’s TSR is negative over the three-year performance period. As discussed under “Compensation Discussion and Analysis — Long-Term Incentive,” no shares were banked for 2023 or 2024 performance under any of the 2022 LTIP, the 2023 LTIP, or the 2024 LTIP. For Mr. Scherr and Ms. Brooks, all outstanding awards were forfeited as of their respective separations from the Company. Mr. Keppy received accelerated vesting of 974,771 RSUs granted upon his hiring in 2023 in connection with his departure from the Company, as further described under “— Agreements with NEOs — Agreements with Mr. Keppy,” but his outstanding PSUs and RSUs were otherwise forfeited as of his separation from the Company.

  123. Outstanding Equity Awards at 2024 Fiscal Year-End

    | 82 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  124. 2024 Option Exercises and Stock Vested

    2024 Option Exercises and Stock Vested The table set forth below summarizes the stock awards that vested for the NEOs in 2024. No stock options were exercised by any NEO in 2024.

  125. 2024 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Wayne (“Gil”) West | — | — | | Scott Haralson | — | — | | Sandeep Dube | — | — | | Katherine Lee Martin | 20,074 | 202,910 | | Eric Leef | 21,851 | 117,271 | | Other NEOs Required to Be Discussed | | | | Stephen Scherr | — | — | | Alexandra Brooks | 15,745 | 94,555 | | Justin Keppy | 998,372(1) | 4,210,364 |

  126. 2024 Option Exercises and Stock Vested

    For Mr. Keppy, represents the accelerated vesting 974,771 RSUs upon his departure, in addition to the awards that vested in the ordinary course prior to his departure.

  127. 2024 Option Exercises and Stock Vested

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 83 |

  128. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control Our NEOs’ employment may end under several possible scenarios. In some of these scenarios, our plans and agreements would provide severance benefits in varying amounts to the executive. Severance and other benefits that are payable upon a termination of employment whether or not in connection with a change of control are described below. In the event of an actual triggering event under any of the applicable plans or agreements, all benefits would be paid to the continuing executive officer in accordance with, and at times permitted by, Section 409A of the Internal Revenue Code. Mr. Scherr, Ms. Brooks, and Mr. Keppy each departed the Company in 2024, and therefore, they are not included in the “Potential Payments” section below.

  129. Potential Payments

    Potential Payments The table set forth below assumes that each continuing NEO’s termination of employment occurred on December 31, 2024, that the per share price of our common stock was $3.66 (the closing price of our common stock on the Nasdaq on the last business day of fiscal 2024), that awards under the EICP for fiscal 2024 were earned at 30% of target (except for Mr. West, who received his guaranteed award for 2024), and that no PSUs were earned for awards with performance tied to 2023 or 2024 results. For Messrs. Haralson and Dube, the table assumes they are receiving benefits under the Severance Plan, as the Severance Plan benefits in effect as of December 31, 2024 were no greater than the benefits that would otherwise be provided under their offer letters. For the change in control scenarios, the table assumes that both a change in control and the NEO’s termination of employment occurred on December 31, 2024. Although the EICP provides for the payment of a prorated award upon an NEO’s “retirement,” no NEO would have been eligible for such treatment as of December 31, 2024, and therefore, a separate column for a retirement scenario is omitted.

  130. Potential Payments

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 87 |

  131. Potential Payments

    | Name | Involuntary Termination Without “Cause”(1) ($) | Death or Disability(2) ($) | Voluntary Termination for “Good Reason”(3) ($) | Involuntary Termination Without “Cause” in Connection with a Change in Control(4) ($) | Voluntary Termination for “Good Reason” in Connection with a Change in Control(4)(5) ($) | | Wayne (“Gil”) West | | | | | | | Cash Severance | 7,500,000 | — | 7,500,000 | 7,500,000 | 7,500,000 | | Annual Incentive Award | 1,687,500 | 1,687,500 | 1,687,500 | 1,687,500 | 1,687,500 | | Acceleration of Equity Awards | 2,330,650 | 2,330,650 | 2,330,650 | 6,991,951 | 6,991,951 | | Value of Continuing Benefits | 19,055 | — | 19,055 | 19,055 | 19,055 | | Outplacement Services | 25,000 | — | — | 25,000 | — | | Scott Haralson | | | | | | | Cash Severance | 2,250,000 | — | 2,250,000 | 2,250,000 | 2,250,000 | | Annual Incentive Award | 121,721 | 121,721 | 121,721 | 121,721 | 121,721 | | Acceleration of Equity Awards | 1,394,817 | 1,394,817 | 1,394,817 | 4,184,452 | 4,184,452 | | Value of Continuing Benefits | 37,392 | — | 37,392 | 37,392 | 37,392 | | Outplacement Services | 25,000 | — | 25,000 | 25,000 | 25,000 | | Sandeep Dube | | | | | | | Cash Severance | 2,625,000 | — | 2,625,000 | 2,625,000 | 2,625,000 | | Annual Incentive Award | 116,906 | 116,906 | 116,906 | 116,906 | 116,906 | | Acceleration of Equity Awards | 1,374,431 | 1,374,431 | 1,374,431 | 4,123,294 | 4,123,294 | | Value of Continuing Benefits | 9,745 | — | 9,745 | 9,745 | 9,745 | | Outplacement Services | 25,000 | — | 25,000 | 25,000 | 25,000 | | Katherine Lee Martin | | | | | | | Cash Severance | 1,620,005 | — | — | 1,620,005 | — | | Annual Incentive Award | 113,246 | 113,246 | — | 113,246 | — | | Acceleration of Equity Awards | 338,889 | 443,067 | — | 2,214,758 | 2,067,801 | | Value of Continuing Benefits | — | — | — | — | — | | Outplacement Services | 25,000 | — | — | 25,000 | — | | Eric Leef | | | | | | | Cash Severance | 1,350,000 | — | — | 1,350,000 | — | | Annual Incentive Award | 120,000 | 120,000 | — | 120,000 | — | | Acceleration of Equity Awards | — | 271,494 | — | 1,098,048 | 1,017,707 |

  132. Potential Payments

    | 88 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  133. Potential Payments

    | Name | Involuntary Termination Without “Cause”(1) ($) | Death or Disability(2) ($) | Voluntary Termination for “Good Reason”(3) ($) | Involuntary Termination Without “Cause” in Connection with a Change in Control(4) ($) | Voluntary Termination for “Good Reason” in Connection with a Change in Control(4)(5) ($) | | Value of Continuing Benefits | 32,697 | — | — | 32,697 | — | | Outplacement Services | 25,000 | — | — | 25,000 | — |

  134. Potential Payments

    (1) For all NEOs, Cash Severance, Annual Incentive Award, Value of Continuing Benefits, and Outplacement Services amounts included in these columns represent amounts payable upon a termination by the Company without cause pursuant to the Severance Plan. For each of Messrs. West, Haralson, and Dube and Ms. Martin, Acceleration of Equity Awards represents the value of the sign-on time-based RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options” at $3.66 per share. (2) No Severance Plan benefits are payable to any NEO in connection with a termination due to death or disability. The amounts shown in this column for Annual Incentive Award represent amounts payable upon a termination due to death or disability under the 2024 EICP. Acceleration of Equity Awards represents the value of the following equity awards, at $3.66 per share: (a) for each of Messrs. West, Haralson, and Dube, Acceleration of Equity Awards represents the value of the sign-on time-based RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options”; (b) for Ms. Martin and Mr. Leef, a pro-rata portion of unvested RSUs granted under the 2022 LTIP, the 2023 LTIP, and the 2024 LTIP, as applicable, and for Ms. Martin, the additional one-time grants made for her service as Vice President, Chief Counsel, and Chief Compliance Officer, her service as Interim General Counsel and Assistant Corporate Secretary, and in connection with her promotion to Executive Vice President, General Counsel, and Corporate Secretary; and (c) for Mr. Leef, the earned but unvested PSUs banked for the 2022 tranche of the 2022 LTIP. No amounts are included for Mr. Leef’s vested stock options granted in connection with the Emergence, as the exercise price for all stock options exceeded the market price of the Company’s common stock on December 31, 2024. (3) Benefits payable to Messrs. West, Haralson, and Dube upon their termination for good reason are provided pursuant to their specific agreements with the Company, which entitle them to Severance Plan benefits and accelerated vesting of certain equity awards upon such a termination. For each of Messrs. West, Haralson, and Dube, Acceleration of Equity Awards represents the value of the sign-on time-based RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options” at $3.66 per share. (4) NEO severance benefits generally do not change with the occurrence of a change in control. Cash Severance, Annual Incentive Award, Value of Continuing Benefits, and Outplacement Services amounts included in these columns represent amounts payable upon a termination by the Company without cause pursuant to the Severance Plan. Acceleration of Equity Awards represents the value of the following equity awards, at $3.66 per share: (a) for each of Messrs. West, Haralson, and Dube, Acceleration of Equity Awards represents the value of the sign-on time-based RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options”; (b) for Ms. Martin and Mr. Leef, the unvested RSUs granted under the 2022 LTIP, the 2023 LTIP, and the 2024 LTIP, as applicable, and for Ms. Martin, the additional one-time grants made for her service as Vice President, Chief Counsel, and Chief Compliance Officer, her service as Interim General Counsel and Assistant Corporate Secretary and in connection with her promotion to Executive Vice President, General Counsel, and Corporate Secretary; and (c) for Mr. Leef, the earned but unvested PSUs banked for the 2022 tranche of the 2022 LTIP. No amounts are included for Mr. Leef’s vested stock options granted in connection with the Emergence, as the exercise price for all stock options exceeded the market price of the Company’s common stock on December 31, 2024. Benefits to Messrs. West, Haralson, and Dube upon their termination for good reason are pursuant to their specific agreements with the Company, which entitle them to Severance Plan benefits and accelerated vesting of certain equity awards upon such a termination. For Ms. Martin and Mr. Leef, accelerated vesting is provided only for 2024 awards. For each of our NEOs, Acceleration of Equity Awards represents the value of the sign-on time-based and performance-based RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options” at $3.66 per share.

  135. Potential Payments

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 89 |

  136. CEO Pay Ratio

    CEO Pay Ratio SEC rules require us to disclose the median of the annual total compensation of all our employees (except our CEO, who is our PEO, or principal executive officer), the annual total compensation of the PEO, and the ratio of these two amounts for our last completed fiscal year. Consistent with applicable SEC rules, we may identify our median employee for purposes of providing this pay ratio disclosure once every three years, and calculate and disclose total compensation for that employee each year; provided that, during the last completed fiscal year, there has been no change in the employee population or employee compensation arrangements that we reasonably believe would result in a significant change to the prior year’s CEO pay ratio disclosure. As the Company last identified the median employee in 2021, a new median employee has been identified for purposes of the 2024 CEO pay ratio disclosure. To identify the median employee, we first determined the median 2024 annual total compensation of all of our employees other than our CEO (the “Median 2024 Employee Compensation”), using our global employee population as of December 31, 2024, and using annual base salary as our consistently applied compensation measure. We identified employees at the same median compensation level, calculated the annual taxable income for those employees, and then identified the median employee from this group (the “2024 Median Employee”). Consistent with applicable SEC rules, since Mr. Scherr resigned as our Chair and CEO, effective March 31, 2024, we are permitted to calculate the annual total compensation for our PEO by calculating the compensation provided to each person who served as PEO during the year for the time he served as PEO and combine those figures, or by annualizing the compensation of the person who served as PEO on the date selected for identifying the 2024 Median Employee. We have chosen to annualize the compensation of Mr. West, rather than combining his compensation with that of Mr. Scherr. Mr. West was our PEO on December 31, 2024, the determination date of the 2024 Median Employee. Consistent with applicable SEC rules, we annualized Mr. West’s total 2024 compensation (which is comprised of his annual base salary, his annual target bonus, his sign-on equity grants, and perquisites and other benefits), as set forth in the “Summary Compensation Table” above, resulting in annualized compensation of $35,555,881 (the “2024 PEO Compensation”). We calculated the Median 2024 Employee Compensation on the same basis as the 2024 PEO Compensation. Based on these calculations, the Median 2024 Employee Compensation was $35,863, and the ratio of 2024 PEO Compensation to Median 2024 Employee Compensation was 969 to 1. The pay ratio disclosure presented above is a reasonable estimate calculated in a manner consistent with SEC rules. Because the SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exclusions, estimates, and assumptions that reflect their employee populations and compensation practices, the pay ratio disclosure of other companies may not be comparable to the pay ratio reported by the Company.

  137. CEO Pay Ratio

    | 90 Hertz Global Holdings, Inc. | 2025 Proxy Statement | |

  138. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure The table set forth below provides information regarding our performance and the “compensation actually paid” to our CEO (referred in the table below as the PEO, or principal executive officer) and our other NEOs for each year, as calculated in accordance with SEC disclosure rules. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown. For discussion of how the Compensation Committee seeks to align pay and performance when making compensation decisions, please review our “Compensation Discussion and Analysis,” beginning on page 41.

  139. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total for PEO(1) | | Compensation Actually Paid to PEO(2)(3) | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) ($) | Average Compensation Actually Paid for Non-PEO Named Executive Officers(2)(3) ($) | Value of Initial $100 Investment Based on:(4) | | Net Income (millions) ($) | Adjusted Corporate EBITDA(5) (millions) ($) | | | PEO-1 ($) | PEO-2 ($) | PEO-1 ($) | PEO-2 ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(4) ($) | | | | 2024 | 35,180,882 | 547,306 | 14,380,668 | (45,583,327) | 5,783,473 | 2,229,659 | 11 | 121 | (2,862) | (1,541) | | 2023 | 2,900,417 | — | (41,754,186) | — | 4,118,654 | 3,728,824 | 32 | 103 | 616 | 561 | | 2022 | 182,136,137 | 886,581 | 132,128,569 | (809,312) | 3,609,798 | 1,477,433 | 47 | 79 | 2,059 | 2,305 | | 2021 | 14,216,577 | 12,653,169 | 13,614,741 | 11,923,378 | 5,327,918 | 4,998,545 | 77 | 91 | 365 | 2,130 | | 2020 | 2,580,049 | 5,675,222 | 749,676 | (6,831,215) | 1,693,188 | (155,528) | N/A | N/A | (1,723) | (995) |

  140. Pay Versus Performance Disclosure

    (1) For 2024, PEO-1 is Mr. West, and PEO-2 is Mr. Scherr; non-PEO NEOs are Mr. Haralson, Mr. Dube, Ms. Martin, Mr. Leef, Ms. Brooks, and Mr. Keppy. For 2023, PEO-1 is Mr. Scherr, and there is no PEO-2; non-PEO NEOs are Ms. Brooks, Ms. Colleen Batcheler, Mr. Keppy, Mr. Leef, Mr. Kenny Cheung, and Mr. Paul Stone. For 2022, PEO-1 is Mr. Scherr and PEO-2 is Mr. Mark Fields; non-PEO NEOs are Mr. Cheung, Ms. Batcheler, Mr. Leef, Mr. Stone, Ms. Angela Brav, and Mr. M. David Galainena. For 2021, PEO-1 is Mr. Mark Fields, and PEO-2 is Mr. Stone; non-PEO NEOs are Mr. Cheung, Mr. Darren Arrington, Ms. Brav, and Mr. Galainena. For 2020, PEO-1 is Paul Stone, and PEO-2 is Ms. Kathryn Marinello; non-PEO NEOs are Mr. Cheung, Ms. Brav, Mr. Galainena, Ms. Opal Perry, Mr. Jamere Jackson, and Mr. Richard Eric Esper. (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments, as described in footnote 3 below. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs (including, for 2024, as set forth below). Amounts in the Deductions from Summary Compensation Table Total column are the total from the Stock Awards column set forth in the Summary Compensation Table. While similar adjustment information was provided in our 2023 proxy statement for years 2020, 2021, and 2022 and was provided in our 2024 proxy statement for 2023, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because it is not material to our stockholders’ understanding of the information reported in the table above for 2024 or of the relationships disclosures provided below.

  141. Pay Versus Performance Disclosure

    | | Hertz Global Holdings, Inc. | 2025 Proxy Statement 91 |

  142. Pay Versus Performance Disclosure

    | Year | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total(a) ($) | Additions to Summary Compensation Table Total(b) ($) | Compensation Actually Paid ($) | | PEO-1 | | | | | | 2024 | 35,180,882 | (32,322,862) | 11,522,648 | 14,380,668 | | PEO-2 | | | | | | 2024 | 547,306 | — | (46,130,633) | (45,583,327) | | Average Non-PEO NEOs | | | | | | 2024 | 5,783,473 | (4,204,396) | 650,582 | 2,229,659 |

  143. (b)

    | Year | Covered Year End Fair Value of Outstanding Equity Awards Granted in the Covered Year ($) | Change in Fair Value (Prior Year End to Covered Year End) of Outstanding Unvested Equity Awards Granted Prior to Covered Year ($) | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year ($) | Change in Fair Value (Prior Year End to Covered Year End) of Equity Awards Granted in Prior Years That Vested in the Covered Year ($) | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | Equity Value Included in Compensation Actually Paid ($) | | | (a) | (b) | (c) | (d) | (e) | (f) = (a) + (b) + (c) + (d) + (e) | | PEO-1 | | | | | | | | 2024 | 11,522,648 | — | — | — | — | 11,522,648 | | PEO-2 | | | | | | | | 2024 | — | — | — | — | (46,130,633) | (46,130,633) | | Average Non-PEO NEOs | | | | | | | | 2024 | 2,711,415 | (27,929) | 30,760 | (1,057,683) | (1,005,981) | 650,582 |

  144. Relationship Between Compensation Actually Paid and Our Performance

    Relationship Between Compensation Actually Paid and Our Performance The relationships between the following: (a) Compensation Actually Paid to our PEO and other NEOs to (i) Net Income, (ii) Adjusted Corporate EBITDA, and (iii) Company TSR; and (b) the TSR of the Company to our Peer Index TSR, are as noted below. ■ Net Income: We did not use Net Income as a performance measure in our compensation program in the periods presented nor was it directly considered when making compensation decisions for our PEO or other NEOs. As a result, there has not been a direct relationship between Net Income and compensation actually paid to these individuals for the periods presented. However, to the extent our Net Income is correlated with our Adjusted Corporate EBITDA, which is a key measure in our compensation program, there has been a directional relationship. ■ Adjusted Corporate EBITDA: We have used Adjusted Corporate EBITDA in our annual and long-term incentive programs during the periods presented, and, as a result, it has had a direct impact on the compensation actually paid to NEOs. ■ Company and Peer Index TSR: The majority of our NEOs’ target compensation for the periods presented was delivered as equity compensation, and for our NEOs who participated in the 2024 LTIP, the PSUs in the program are capped at 100% of target if our TSR is negative during the performance period. As a result, compensation actually paid in connection with the PSUs will be directly related to our TSR. Peer Index TSR has not been a direct component of our compensation program, and therefore, Peer Index TSR has not had a direct relationship with compensation actually paid to our NEOs.