DEF 14A of Hertz Global Holdings, Inc, Apr 16, 2026

DEF 14A of Hertz Global Holdings, Inc

Filed Apr 16, 2026 · FY20250001104659-26-044356

Open on EDGAR

  1. Proposal 1: Election of Two Director Nominees

    Proposal 1: Election of Two 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 II directors expire at the 2026 Annual Meeting. Each of our Class III directors has a term that expires at the 2027 annual meeting of stockholders, and each of our Class I directors has a term that expires at the 2028 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 30, 2026 — 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 58% 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.

  2. Proposal 1: Election of Two Director Nominees

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 3 |

  3. Proposal 1: Election of Two Director Nominees

    Upon the recommendation of its Governance Committee, the Board has considered and nominated the following slate of Class II director nominees for a three-year term, expiring at our 2029 annual meeting of stockholders: Lucy Clark Dougherty and Evangeline Vougessis. Mark Fields and Jennifer Feikin were not nominated for re-election and each of their directorship terms will expire at the 2026 Annual Meeting. Our Board is conducting a director search and anticipates adding a new Class II director in 2026 and potentially adding a new director to another class as well. 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 excluding directors that were not nominated. We have no reason to believe that any of the director nominees will be unable to serve if elected.

  4. Proposal 1: Election of Two Director Nominees

    | 4 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  5. Director Nominees for Election at the 2026 Annual Meeting: (Class II)

    Director Nominees for Election at the 2026 Annual Meeting: (Class II)

  6. Director Nominees for Election at the 2026 Annual Meeting: (Class II)

    | Lucy Clark Dougherty Age: 57 Director Since: August 2024 Committees: Compensation | 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, after joining 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 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. Ms. Clark Dougherty is a member of the Board’s Compensation Committee. | | | 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. |

  7. Director Nominees for Election at the 2026 Annual Meeting: (Class II)

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 5 |

  8. Director Nominees for Election at the 2026 Annual Meeting: (Class II)

    | Evangeline Vougessis Age: 55 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 (“MaxInvest”), 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 Popular Bank. Ms. Vougessis also previously worked at Marfin Investment Group, a then multi-billion dollar pan-European holding company headquartered in Athens, Greece. Ms. Vougessis is a member of the Board’s Audit Committee and 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 her experience in financial analysis and strategy. |

  9. Director Nominees for Election at the 2026 Annual Meeting: (Class II)

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

  10. Director Nominees for Election at the 2026 Annual Meeting: (Class II)

    | 6 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

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

    | Colin Farmer Chair of the Board Age: 52 Director Since: June 2021 Committees: Compensation (Chair); Governance | Mr. Farmer has served as a director of the Company since June 2021. He has served as the Board’s Chair since April 2024, having previously served as Lead Director from August 2022 to 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 Committees and the Management Committees 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 One Equity Partners (“OEP”) — the private equity arm of JPMorgan. From 1998 to 2006, he was a Principal at Harvest Partners, LP. Each 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 Guardian Alarm, Mystic Invest, Avoya Travel, Magna Hospitality and Certares Holdings. He also previously served on the boards of AmaWaterways and Internova Travel Group, both private companies. Mr. Farmer is Chair of the Board’s Compensation Committee and 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. |

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

    | Andrew Shannahan Age: 45 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. Mr. Shannahan served on the board of ATI Physical Therapy, Inc. (OTCPK: ATIP) from June 2023 to June 2025. Mr. Shannahan currently serves on the boards of several privately held companies, including Knighthead Annuity & Life Assurance Company (“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 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 the governance experience he has gained by serving on other company boards. |

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

    | Wayne “Gil” West Chief Executive Officer Age: 65 Director Since: April 2024 | Mr. West has served as Chief Executive Officer (“CEO”) and director of the Company since April 2024. Mr. West served as COO of Cruise LLC, a self-driving automobile company, from January 2021 to December 2023. Prior to that, from March 2014 to October 2020, he was Senior Executive Vice President and Chief Operating Officer of Delta Air Lines, Inc. (“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) (“Virgin Galactic”) since February 2021. From February 2024 to June 2024, he was a member of the board of Forward Air Corporation, having previously served from October 2018 to May 2021. 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. |

  14. Incumbent Directors: Terms Expiring at the 2028 Annual Meeting (Class I)

    | Francis S. Blake Age: 76 Director Since: August 2024 Committees: Compensation | Mr. Blake has served as a director of the Company since August 2024. Mr. Blake served as Chair and 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 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 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 May 2004 to October 2009. He also serves on the board of the Georgia Aquarium, a non-profit organization. Mr. Blake is a member of the Board’s Compensation Committee. | | | 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. |

  15. Incumbent Directors: Terms Expiring at the 2028 Annual Meeting (Class I)

    | Vincent J. Intrieri Age: 69 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 served as a member of the board of International Flavors & Fragrances, Inc. (NYSE: IFF) from January 2025 to September 2025. Mr. Intrieri 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 2014. In addition, he 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 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. And, 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. |

  16. Incumbent Directors: Terms Expiring at the 2028 Annual Meeting (Class I)

    | Michael Gregory O’Hara Age: 60 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 has served as the Founder and a Senior Managing Director of Certares Management, an investment services firm, focused primarily on the travel, tourism, and hospitality sectors since 2012. Prior to forming Certares, he served as Chief Investment Officer of JPMorgan Chase’s Special Investments Group (“JPM SIG”) from 2009 to 2012. Prior to JPM SIG, he was a Managing Director of OEP. 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 the Chairman of American Express Global Business Travel (NYSE: GBTG) since 2014. He previously served as a director of TripAdvisor, Inc. (Nasdaq: TRIP) from March 2020 to November 2025, including as Vice Chair from 2020 to 2023. From 2020 to 2023, Mr. O’Hara was on the board of Liberty TripAdvisor Holdings, Inc. (OTC: LTRPA, LTRPB) and served as its Vice Chair. He co-founded GO Acquisition Corp. (NYSE: GOAC), 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 is the Chairman of Internova Travel Group and serves on the boards of directors of Cruise Saudi and the World Travel & Tourism Council. 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. | | | 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. |

  17. Incumbent Directors: Terms Expiring at the 2028 Annual Meeting (Class I)

    | Thomas Wagner Vice Chair of the Board Age: 56 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 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, investment management, and the transportation sector, as well as his significant knowledge of business restructurings. |

  18. 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.

  19. 2025 Director Compensation Table

    2025 Director Compensation Table The table immediately below summarizes the compensation paid to our non-employee directors during fiscal year 2025.

  20. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation(4) ($) | Total ($) | | Francis S. Blake | 50,000 | 175,000 | — | 225,000 | | Lucy Clark Dougherty | 100,000 | 175,000 | 4,980 | 279,980 | | Colin Farmer | 1 | — | 21,296 | 21,297 | | Jennifer Feikin | 100,000 | 175,000 | 916 | 275,916 | | Mark Fields | 100,000 | 175,000 | 1,235 | 276,235 | | Vincent J. Intrieri | 150,000 | 175,000 | 5,854 | 330,854 | | Michael Gregory O’Hara | 1 | — | 3,330 | 3,331 | | Andrew Shannahan | 1 | — | 823 | 824 | | Evangeline Vougessis | 50,000 | 175,000 | 11,576 | 236,576 | | Thomas Wagner | 1 | — | 8,675 | 8,676 |

  21. 2025 Director Compensation Table

    All compensation is for services rendered as directors for service on our Board, including annual retainer fees and committee chair fees (whether payable in cash or in shares of common stock) as set forth above. Ms. Clark Dougherty, Ms. Feiken, Mr. Fields, and Mr. Intrieri received 100% of fees payable in cash. Mr. Blake and Ms. Vougessis elected to receive 50% of fees that would otherwise be payable in cash in the form of phantom shares. For the year ended December 31, 2025, each of Mr. Blake and Ms. Vougessis were issued 9,275 phantom shares.

  22. 2025 Director Compensation Table

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 33 |

  23. 2025 Director Compensation Table

    For each of Mr. Blake, Ms. Clark Doughtery, Ms. Feikin, Mr. Fields, Mr. Intrieri, and Ms. Vougessis, reflects the aggregate grant date fair value of 28,000 RSUs granted on May 21, 2025. The number of RSUs granted was determined by dividing $175,000 by the closing price of our common stock on May 21, 2025. The grant date fair value was computed pursuant to FASB ASC Topic 718 as of May 21, 2025. Assumptions used in the calculation of these amounts are included in Note 8 entitled “Stock-Based Compensation” in the notes to our consolidated financial statements in the 2025 Annual Report. The RSUs granted to each director in 2025 will vest in full on the earlier of the business day immediately preceding our 2026 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 2025 RSUs. (3) The following table provides a summary, as of December 31, 2025, of the aggregate number of unvested RSUs outstanding and vested deferred awards (including phantom RSUs and phantom shares) for each of our non-employee directors:

  24. 2025 Director Compensation Table

    | Name | Unvested RSUs Outstanding (#) | Vested Deferred Awards (#) | | Francis S. Blake | 28,000 | 14,133 | | Lucy Clark Dougherty | 28,000 | — | | Colin Farmer | — | — | | Jennifer Feikin | 28,000 | 73,833 | | Mark Fields | 28,000 | 55,946 | | Vincent J. Intrieri | 28,000 | 64,599 | | Michael Gregory O’Hara | — | — | | Andrew Shannahan | — | — | | Evangeline Vougessis | 28,000 | 98,583 | | Thomas Wagner | — | — |

  25. 2025 Director Compensation Table

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

  26. 2025 Director Compensation Table

    | 34 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  27. 2025 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 | |

  28. 2025 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. |

  29. Impact on 2025 Compensation Decisions

    Impact on 2025 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 2025, as well as financial outcomes, in determining final payouts under our incentive programs with performance periods ending in 2025. ■ Messrs. West, Haralson, Berg, Moore, and Dube earned payouts equal to 133.5% of their targeted incentive amount under our short-term incentive program in 2025, with proration for Messrs. Berg and Moore based on service and changes in their base salary rates, as applicable. Ms. Martin did not receive any payment in relation to the 2025 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 2025 and granted under the long-term incentive plan for the 2023 – 2025 performance period, the long-term incentive plan for the 2024 – 2026 performance period, or the long-term incentive plan for the 2025 – 2027 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 2025. ■ Our NEOs other than Mr. Berg experienced vesting, in the ordinary course, of RSUs with 2025 vesting dates, to the extent that they were employed with the Company on such vesting dates. A more detailed analysis of the 2025 compensation program for our NEOs, as well as actual 2025 payouts under the programs, follows.

  30. 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.(1) | | | Scott Haralson | 750,000 | 750,000 | 2,500,000 | 4,000,000 | | Christopher G. Berg(2) | 600,000 | 480,000 | 1,000,000 | 2,080,000 | | Michael S. Moore(2) | 650,000 | 520,000 | 1,000,000 | 2,170,000 | | Sandeep Dube(1) | 875,000 | 875,000 | See Discussion of Sign-On Compensation.(1) | | | Other NEOs Required to Be Discussed | | | | | | Katherine Lee Martin(3) | 600,000 | 480,000 | 1,500,000 | 2,580,000 |

  31. NEO Total Target Direct Compensation Opportunity

    2024, respectively), their target annual incentives were each $420,000, and their target long-term incentives were each $1,000,000. Messrs. Berg and Moore’s long-term incentive opportunities each increased from $1,000,000 to $1,500,000 in 2026. (3) Ms. Martin departed the Company in 2025. Amounts shown reflect her total target direct compensation opportunity for 2025, assuming employment for the entire calendar year. Ms. Martin did not earn a bonus for 2025, and she forfeited her 2025 equity awards as a result of her departure during the year.

  32. Component Weighting: Pay for Performance

    Component Weighting: Pay for Performance The Compensation Committee designed the 2025 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 2025, 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 2025 long-term incentive program, target annual long-term incentive equity award. For the NEOs that did not participate in the 2025 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 2024 that, given the enterprise-wide scope of the CEO’s role, Mr. West’s individual compensation opportunities should be the greatest among the NEOs and should be the most heavily weighted toward variable compensation. Mr. West received sign-on equity grants in April 2024. These grants vest over a longer timeline than our core long-term incentive program and are, in large part, conditioned on our achievement of stock price milestones. In setting the compensation for Messrs. Haralson and Dube, upon their hire, the Compensation Committee determined that they should also receive equity awards with a similar design. These long-term incentives are described later in this CD&A. See “— Agreements with NEOs — Agreement with Mr. West,” “— Agreements with NEOs — Agreement with Mr. Haralson,” “— Agreements with NEOs — Agreement with Mr. Dube.”

  33. Market Competitive Compensation

    Market Competitive Compensation Each NEO’s 2025 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;

  34. Market Competitive Compensation

    | 48 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  35. Market Competitive Compensation

    the NEO’s individual performance in 2024 (as applicable); and ■ the NEO’s expected future impact on the organization.

  36. 2025 Annual Incentive Awards

    2025 Annual Incentive Awards In February 2025, our Compensation Committee and Board adopted the 2025 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 20%) — a measure of profitability ■ Direct Operating Expense per Transaction Day (“DOE per Transaction Day”) (weighted at 20%) — measures the operational costs incurred for each transaction day ■ Total Utilization (weighted at 20%) — a measure of total transaction days divided by the product of the average number of fleet vehicles available during the period and the number of calendar days in the period ■ 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 have been core elements of our program since 2022 given these metrics’ importance in measuring our financial performance, our asset efficiency, and our ability to serve our customers. In 2025, we added Total Utilization as a performance goal measuring fleet utilization and productivity, which incentivizes our management to focus on operational fleet excellence and reweighted all components equally.

  37. 2025 Annual Incentive Awards

    | 50 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  38. 2025 Annual Incentive Awards

    After the conclusion of 2025, our Compensation Committee and Board determined that we performed at a level that resulted in plan funding of 133.5% of target award amounts. The 2025 EICP goals and actual results that led to this funding are described below.

  39. 2025 Annual Incentive Awards

    | 2025 Global EICP for Continuing NEOs(1) | | | | | | | | | | | | Adjusted Corporate EBITDA(2) ($) | Adjusted Corporate EBITDA(2) Payout (% of Target) | DOE per Transaction Day ($) | DOE per Transaction Day Payout (% of Target) | NPS | NPS Payout (% of Target) | Total Utilization | Total Utilization on Payout (% of Target) | Board Discretion (% of Target) | | Threshold | 1 | 25 | 24.19 | 25 | 29 | 25 | 75.5 | 25 | 0 | | Below Target | 100M | 80 | 24.07 | 80 | 30 | 80 | 76.0 | 80 | 50 | | Target | 256M | 100 | 23.83 | 100 | 32 | 100 | 76.5 | 100 | 100 | | Maximum | 300M | 200 | 23.53 | 200 | 34 | 200 | 78.0 | 200 | 200 | | EICP Results | (324M)(3) | 0 | 23.54(3) | 196.2 | 41 | 200 | 77.6 | 171.3 | 100 |

  40. 2025 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. (3) Results for the 2025 EICP reflect adjustments to exclude the impact of certain sale leaseback transactions and higher fleet interest costs from the calculation of Adjusted Corporate EBITDA, and adjustments to exclude the impact of operational revenue-related expenses such as concessions, commissions and other value added service costs, as well as the impact of certain sale leaseback transactions from the calculation of DOE per Transaction Day. See Annex A: Non-GAAP Measures to this Proxy Statement for further details, including a reconciliation for Adjusted Corporate EBITDA. In determining the payout under the Board Discretion metric, the Compensation Committee and the Board considered, on a subjective, qualitative basis, management’s performance throughout the year 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 and accomplishments undertaken to return the Company to profitable growth, as well as the desire to drive employee engagement and talent 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.

  41. 2025 Annual Incentive Awards

    | Adjusted Corporate EBITDA | DOE per Transaction Day | NPS | Utilization | Board Discretion | | 0% of Target x Weighting of 30% = No Funding | 196.2% of Target x Weighting of 20% = 39.24 | 200% of Target x Weighting of 20% = 40 | 171.3% of Target x Weighting of 20% = 34.26 | 100% of Target x Weighting of 20% = 20 | | 133.5% of Target Payout | | | | |

  42. 2025 Annual Incentive Awards

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 51 |

  43. 2025 Annual Incentive Awards

    Except as described below, each NEO’s individual annual incentive award for 2025 was generally calculated by multiplying (A) the NEO’s base salary rate by (B) the NEO’s target EICP opportunity and then multiplying by the funded level of 133.5% of target to arrive at (C) the actual award payout for 2025 (which reflects proration for service during the year). Awards were paid in cash. Because Ms. Martin was not employed with the Company at the time awards were paid in 2026, she was not entitled to an award opportunity under the EICP for 2025. 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. There were no increases from 2024 in the target EICP opportunity for NEOs previously employed by the Company, as a percentage of base salary. The table below provides each continuing NEO’s 2025 base salary received, 2025 EICP opportunity, and the 2025 payout (including any applicable adjustments).

  44. 2025 Annual Incentive Awards

    | | Column (A) | Column (B) | Column (C) | | Name | 2025 Base Salary Rate ($) | 2025 EICP Opportunity (% of Base Salary) | 2025 Payout (A) x (B) x 133.5% ($)(1) | | Wayne (“Gil”) West | 1,500,000 | 150 | 3,003,750 | | Scott Haralson | 750,000 | 100 | 1,001,250 | | Christopher G. Berg | 600,000 | 80 | 581,329 | | Michael J. Moore | 650,000 | 80 | 595,080 | | Sandeep Dube | 875,000 | 100 | 1,168,125 |

  45. 2025 Annual Incentive Awards

    (1) The 2025 payout amounts in this column reflect proration for service during the year, and certain other adjustments. Mr. Berg’s salary increased effective October 1, 2025, in connection with his assumption of additional duties. Mr. Moore commenced his role, effective October 1, 2025, with compensation adjustments. Messrs. Berg and Moore’s 2025 payouts reflect proration based on their respective length of service and applicable salary and EICP opportunity rates before and after, October 1, 2025.

  46. 2025 Long-Term Incentive Awards

    2025 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. West received sign-on equity grants when he joined the Company. These grants were in lieu of participation in our 2024 and 2025 long-term incentive programs. See “— Agreements with NEOs — Agreement with Mr. West” below for further discussion of these equity grants. As described below, Mr. Dube also received sign-on equity grants in lieu of participation in the Company’s 2024 and

  47. 2025 Long-Term Incentive Awards

    | 52 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  48. 2025 Long-Term Incentive Awards

    2025 long-term incentive programs. See “— Agreements with NEOs — Agreement with Mr. Dube” below for further discussion of these equity grants. For our other NEOs, the Compensation Committee chose to use a mix of service-based RSUs (50%) and performance-based PSUs (50%) for the 2025 - 2027 cycle of the long-term incentive program (the “2025 LTIP”). RSUs are settled in shares of our common stock and designed to attract and retain the NEOs, reward performance, and align our executives’ interests with our stockholders by encouraging stock ownership. PSUs, if earned, are settled in shares of our common stock, and the PSUs are designed to reward the NEOs based on the Company’s performance through the achievement of financial metrics, thereby providing both retention and incentive tools for our executives. To determine the amount of the target award to grant to each NEO participating in the 2025 LTIP, the Compensation Committee considered similar factors used to determine target cash compensation 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 2025 LTIP were as follows:

  49. 2025 Long-Term Incentive Awards

    | Name | 2025 Total Target Award Values ($) | | Wayne (“Gil”) West | See Discussion of Sign-On Compensation(1) | | Scott Haralson | 2,500,000 | | Christopher G. Berg | 1,000,000 | | Michael J. Moore | 1,000,000 | | Sandeep Dube | See Discussion of Sign-On Compensation(1) | | Other NEO Required to Be Discussed | | | Katherine Lee Martin(2) | 2,500,000(2) |

  50. 2025 Long-Term Incentive Awards

    (1) As further described below, Messrs. West and Dube received sign-on equity grants when they assumed their roles, with target values of $33,000,000 and $8,900,000, respectively. These equity grants were designed to incentivize performance over the 2024 and 2025 fiscal years. As such, these NEOs did not participate in the Company’s long-term equity program in 2024 or 2025. (2) The amount presented in this table for Ms. Martin reflects an additional increase to her 2025 LTIP target, with a value of $2,500,000. Ms. Martin forfeited her 2025 LTIP awards upon her separation from the Company. Considering its pay for performance philosophy, and to promote retention and consistency with the award mix provided to other Company employees, consistent with the award mix applicable to the 2024 LTIP, the Compensation Committee set the award mix for NEOs in the 2025 LTIP at 50% PSUs and 50% RSUs.

  51. 2025 Long-Term Incentive Awards

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 53 |

  52. 2025 Long-Term Incentive Awards

    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 2025 LTIP:

  53. 2025 Long-Term Incentive Awards

    | Name | 2025 LTIP PSUs Granted(1) (#) | 2025 LTIP RSUs Granted (#) | | Wayne (“Gil”) West(2) | N/A | N/A | | Scott Haralson | 309,406 | 309,406 | | Christopher G. Berg(3) | 123,763 | 123,763 | | Michael J. Moore(4) | 123,763 | 123,763 | | Sandeep Dube(2) | N/A | N/A | | Other NEO Required to Be Discussed(5) | | | | Katherine Lee Martin | 309,406 | 309,406 |

  54. 2025 Long-Term Incentive Awards

    (1) For purposes of the table, the amounts reflected include all PSUs granted under the 2025 LTIP. However, because the 2025 LTIP PSUs are conditionally earned based on performance against a series of three one-year goals, the dollar value in the other tables in this proxy statement reflect only one-third of the value of the total 2025 LTIP PSUs granted. (2) Messrs. West and Dube received sign-on RSU and PSU grants in 2024, which excluded them from participating in the 2025 LTIP, and therefore, no awards for them are listed in this table. (3) The amounts in this table do not reflect the additional one-time time grant of 402,145 non-2025 LTIP RSUs (with a grant date value of $1,500,000), which was made to Mr. Berg on January 2, 2025, in connection with his hiring. (4) Mr. Moore commenced his role, effective October 1, 2025 with compensation adjustments. His 2025 LTIP reflects his 2025 target opportunity for his previous role. The amounts in this table do not reflect the additional one-time grant of 147,711 non-2025 LTIP RSUs (with a grant date value of $1,000,000), which was made to Mr. Moore on October 1, 2025, in connection with his promotion. (5) Ms. Martin forfeited her 2025 LTIP awards upon her separation from the Company.

  55. 2025 RSUs

    2025 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 2025 LTIP generally vest ratably over three years, subject to the NEO’s continued employment with the Company through such period.

  56. Sign-On and Promotional RSU Grants Made in 2025

    Sign-On and Promotional RSU Grants Made in 2025 In January 2025, we made a one-time RSU grant to Mr. Berg, in connection with his hiring with a target grant date value of $1,500,000. In October 2025, we made a one-time RSU grant to Mr. Moore in connection

  57. Sign-On and Promotional RSU Grants Made in 2025

    | 54 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  58. Sign-On and Promotional RSU Grants Made in 2025

    with his promotion with a target grant date value of $1,000,000. Each of these non-LTIP grants vest ratably on the first three anniversaries of the applicable date of grant, subject to the NEO’s continued employment with the Company through such period and was made to encourage Messrs. Berg and Moore’s retention and long-term commitment to the Company.

  59. 2023, 2024, and 2025 PSUs

    2023, 2024, and 2025 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 dynamics of our industry, 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 2023 long-term incentive plan (the “2023 LTIP”), the 2024 LTIP, and the 2025 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. At the start of 2025, the Compensation Committee approved the Adjusted Corporate EBITDA threshold, target and maximum goals for the final third of the total PSUs granted under the 2023 LTIP, the second third of the PSUs granted under the 2024 LTIP, and the first third of the PSUs granted under the 2025 LTIP. The calculation of Adjusted Corporate EBITDA for both awards is the same as that for the 2025 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 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.

  60. 2023, 2024, and 2025 PSUs

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 55 |

  61. 2023, 2024, and 2025 PSUs

    Based on the Company’s performance in 2025, no PSUs were earned for the one-third of the 2023 LTIP PSUs, 2024 LTIP PSUs, and 2025 LTIP PSUs attributable to 2025 performance, respectively.

  62. 2023, 2024, and 2025 PSUs

    | 2025 Tranche of 2023 - 2025 PSUs | | | | Performance | Adjusted Corporate EBITDA(1) ($) | Percentage Earned (%) | | Minimum | 1 | 25 | | Target | 256M | 100 | | Maximum | 300M | 200 | | 2025 Results | (324M)(2) | 0 |

  63. 2023, 2024, and 2025 PSUs

    | 2025 Tranche of 2024 - 2026 PSUs | | | | Performance | Adjusted Corporate EBITDA(1) ($) | Percentage Earned (%) | | Minimum | 1 | 25 | | Target | 256M | 100 | | Maximum | 300M | 200 | | 2025 Results | (324M)(2) | 0 |

  64. 2023, 2024, and 2025 PSUs

    | 2025 Tranche of 2025 - 2027 PSUs | | | | Performance | Adjusted Corporate EBITDA(1) ($) | Percentage Earned (%) | | Minimum | 1 | 25 | | Target | 256M | 100 | | Maximum | 300M | 200 | | 2025 Results | (324M)(2) | 0 |

  65. 2023, 2024, and 2025 PSUs

    (1) Adjusted Corporate EBITDA is defined in Annex A: Non-GAAP Measures to this Proxy Statement. (2) Results for the 2025 LTIP include adjustments for the impact of certain sale leaseback transactions and higher fleet interest costs that were 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. The full performance period for the 2023 LTIP PSUs was completed as of the end of 2025. Based on company performance, the 2023 LTIP PSUs earned no payout and are no longer outstanding. Ms. Martin forfeited any outstanding PSUs under the 2023, 2024, and 2025 LTIPs, as applicable, upon her separation from the Company.

  66. 2023, 2024, and 2025 PSUs

    | 56 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  67. 2023, 2024, and 2025 PSUs

    Messrs. West, Dube, and Haralson did not participate in the 2023 LTIP or the 2024 LTIP, and in the cases of Messrs. West and Dube, the 2025 LTIP. 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.” Such sign-on awards had not yet vested based on performance as of December 31, 2025. The Compensation Committee intends to continue to regularly review the Company’s PSU program to help ensure that it supports the Company’s business objectives, and to consider the extent to which cumulative, multi-year goals are appropriate in light of those objectives. The Compensation Committee has made certain changes to the PSU program beginning with fiscal year 2026, including the implementation of a new relative TSR metric, which we expect to describe in further detail in the proxy materials distributed in advance of the Company’s 2027 annual meeting of stockholders.

  68. 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

  69. Severance Plan for Senior Executives

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 57 |

  70. Severance Plan for Senior Executives

    terminated for a reason other than “cause,” death, or disability. In April 2026, the Severance Plan was amended to expand the non-compete restrictions, allow for outplacement allowance in lieu of outplacement services, add an outside date for pro-rated performance bonus, and other administrative updates. 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 allowance 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. For Mr. West, in addition to eligibility for benefits under the Severance Plan, his employment agreement provides 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. West” below. His employment agreement also contains post-employment restrictive covenant provisions that are more extensive and generally longer in duration than those applicable under the Severance Plan. Messrs. Haralson and Dube’s offer letters provide for similar severance benefits in the event of a termination for “good reason,” as defined in their respective offer letters.

  71. Agreement with Mr. West

    Agreement with Mr. West Mr. West’s employment agreement, entered into on March 15, 2024 (the “West Employment Agreement”), provided for his appointment as CEO, effective April 1, 2024, and continued employment until the 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. 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

  72. Agreement with Mr. West

    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 vest ratably over three years from his start date, subject to his continued employment with the Company on each such date. As of December 31, 2025, 636,789 of Mr. West’s sign-on time-based RSUs had vested, and 1,273,580 of his sign-on time-based RSUs remained unvested and outstanding. 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

  73. 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 |

  74. 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. Based on the Company’s VWAP performance as of December 31, 2025, none of the West Stock Price RSUs had been earned as of such date. 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):

  75. 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. |

  76. Agreement with Mr. West

    which was not provided for 2024, and which was provided with a $2,000,000 death benefit for 2025, subject to reduction based on age, with effect from age 65. 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 free car rental privileges for his life and for the life of his surviving spouse (if applicable). He is also 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.

  77. Agreement with Mr. Haralson

    a grant of 1,143,293 PSUs, with a grant date value of $3.75 million, that vests in equal installments over a period of three years, and subject to the following performance conditions (provided that any PSUs that do not vest within five years shall be forfeited):

  78. 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 |

  79. 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 |

  80. Agreements with Other NEOs

    Agreements with Other NEOs In 2025, our other NEOs (Mr. Berg, Mr. Moore, and Ms. Martin) each had offer letters with the Company dated December 11, 2024, October 1, 2025, and June 25, 2024, 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. Pursuant to his offer letter, Mr. Berg was entitled to receive a $50,000 cash sign-on bonus. This bonus was subject to full repayment by Mr. Berg to the Company if he voluntarily terminated employment within 12 months of his start date and remains subject to 50% repayment if he voluntarily terminates employment or is terminated for cause between 12 and 24 months of his start date. Mr. Berg’s offer letter was amended on September 29, 2025, to reflect changes in his compensation package in connection with his assumption of additional responsibilities as of the same date. Mr. Moore’s offer letter was not amended in 2025 after its execution. Ms. Martin’s LTIP opportunity increased in 2025, which was memorialized in a letter with the Company, but she forfeited her 2025 LTIP awards upon her departure. None of the foregoing offer letters contained any enhanced severance benefits beyond those that would otherwise be provided under the Severance Plan.

  81. Clawback Policy

    Clawback Policy We maintain and operate the Hertz Global Holdings, Inc. Clawback Policy (the “Nasdaq Clawback Policy”). The Nasdaq Clawback Policy provides for the reasonably prompt recovery (or “clawback”) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers (including the NEOs) in the event the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount 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.

  82. 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 2025, the Compensation Committee retained FW Cook as its independent compensation consultant with respect to the 2025 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 2025, 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; ■ conducting a periodic review of compensation plan designs; ■ 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

  83. Compensation Consultant and Market Data

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 67 |

  84. Compensation Consultant and Market Data

    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 2024 as the peer group for 2025. In the fourth quarter of 2025, the Compensation Committee again reviewed the Company’s peer group, in consultation with the independent compensation consultant, for use in setting 2026 compensation and determined to remove Royal Caribbean Cruises, Ltd. as a member of the peer group and replace it with Hyatt Hotels Corporation. The following companies comprised our peer group for purposes of evaluating our executive compensation for 2025:

  85. 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 |

  86. Compensation Consultant and Market Data

    | 68 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  87. 2025 Summary Compensation Table

    2025 Summary Compensation Table The table set forth below presents compensation information for the individuals who served as our CEO and CFO during 2025, for each of the other three most highly compensated individuals who were serving as executive officers at the end of 2025, and for one individual who would have been an NEO had such individual been in her role at fiscal year-end. See “Compensation Discussion and Analysis — Agreements with NEOs” for additional information.

  88. 2025 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 | 2025 | 1,500,000 | — | — | 3,003,750 | 20,621 | 4,524,371 | | | 2024 | 1,125,001 | 1,181,250 | 32,322,862 | 506,250 | 45,519 | 35,180,881 | | Scott Haralson EVP and Chief Financial Officer | 2025 | 750,000 | — | 1,666,666 | 1,001,250 | 56,804 | 3,474,720 | | | 2024 | 403,846 | 500,000 | 7,500,002 | 121,721 | 203,659 | 8,729,228 | | Christopher G. Berg EVP Fleet Management | 2025 | 539,712 | 50,000 | 2,166,670 | 581,329 | 27,914 | 3,365,623 | | Michael S. Moore EVP and Chief Operating Officer | 2025 | 556,250 | — | 1,666,672 | 595,080 | 28,477 | 2,846,479 | | Sandeep Dube EVP and Chief Commercial Officer | 2025 | 875,000 | — | — | 1,168,125 | 59,885 | 2,103,010 | | | 2024 | 387,019 | 1,000,000 | 8,900,006 | 116,906 | 258,572 | 10,662,503 | | Other NEO Required to Be Discussed | | | | | | | | | Katherine Lee Martin Former EVP, General Counsel, and Corporate Secretary | 2025 | 380,771 | — | 1,787,179 | — | 34,171 | 2,202,121 | | | 2024 | 533,348 | — | 2,334,401 | 113,246 | 38,206 | 3,019,201 |

  89. 2025 Summary Compensation Table

    (1) Messrs. West, Haralson, Berg, and Dube served in their roles for the entire fiscal year. Mr. Moore was promoted to his current position, effective October 1, 2025, with compensation adjustments effective as of the same date. Ms. Martin departed the Company on August 15, 2025. (2) Includes, for 2025, with respect to Mr. Berg, a cash sign-on bonus paid in connection with his hiring. (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 2025 Annual Report. For fiscal year 2025, the “Stock Awards” column reflects the grant date fair values of the following: for Ms. Martin, one-third of the 2023 PSUs granted under the 2023 LTIP, 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

  90. 2025 Summary Compensation Table

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 71 |

  91. 2025 Summary Compensation Table

    | 2025 Summary Compensation Table |

  92. 2025 Summary Compensation Table

    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 third tranche of the 2023 PSUs is considered granted in 2025 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 third tranche would have been earned: Ms. Martin, $6,224. No PSU awards were actually earned. Ms. Martin’s 2023 PSUs granted under the 2023 LTIP were forfeited in connection with her departure from the Company. Our other NEOs did not participate in the 2023 LTIP. (b) for Ms. Martin, one-third of the 2024 PSUs granted under the 2024 LTIP 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 second tranche of the 2024 PSUs is considered granted in 2025 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 second tranche would have been earned: Ms. Martin, $234,803. No PSU awards were actually earned. Ms. Martin’s 2024 PSUs granted under the 2024 LTIP were forfeited in connection with her departure from the Company. Our other NEOs did not participate in the 2024 LTIP. (c) for Messrs. Haralson, Berg, and Moore and Ms. Martin, one-third of the 2025 PSUs and all of the 2025 RSUs granted under the 2025 LTIP (including, with respect to Mr. Berg’s time-based sign-on RSUs in connection with his hire and Mr. Moore, additional RSUs granted in connection with his promotion), as described under “Compensation Discussion and Analysis — Long-Term Incentives.” For the 2025 PSUs, because we have used a staged approach to goal setting, with one-third of the total 2025 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 2025 PSUs is considered granted in 2025 under FASB Topic 718 and included in this table. The following is the aggregate grant date fair value of the 2025 PSUs if we had assumed that the maximum amount (200%) of the first tranche would have been earned: Mr. Haralson $833,331, Mr. Berg, $333,332; Mr. Moore, $333,332; and Ms. Martin, $833,331. No PSU awards were actually earned. Ms. Martin’s 2025 PSUs granted under the 2025 LTIP were forfeited in connection with her departure from the Company. Our other NEOs did not participate in the 2025 LTIP. (4) Reflects amounts paid under the 2025 EICP, as described in the “Compensation Discussion and Analysis — Annual Incentive Awards.” (5) Includes the following for 2025:

  93. 2025 Summary Compensation Table

    | Name | Perquisites and Personal Benefits(a) | | | | | | Tax Gross Ups(c) ($) | Company Contributions to Qualified 401(k) Plan(d) ($) | | | Personal Use of Vehicle ($) | Financial Planning Assistance ($) | Reimbursement of Legal Fees ($) | Relocation/Travel Related Benefits(b) ($) | Executive Physical ($) | Life Insurance Premiums ($) | | | | Mr. West | — | — | 2,223 | — | 2,250 | 2,148 | — | 14,000 | | Mr. Haralson | 27,841 | 14,000 | — | — | — | 963 | | 14,000 | | Mr. Berg | 11,119 | — | — | — | 2,150 | 645 | — | 14,000 | | Mr. Moore | 372 | — | — | 7,500 | 3,480 | 711 | 2,414 | 14,000 | | Mr. Dube | 24,261 | 18,000 | — | — | 2,500 | 1,123 | | 14,000 | | Ms. Martin | 8,880 | 8,706 | — | — | 2,100 | 485 | — | 14,000 |

  94. 2025 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. (b) For Mr. Moore, represents the cost of a leased recreational vehicle space (including related service and amenities) in Estero, FL. (c) For Mr. Moore, represents a gross-up tax benefit in respect of the leased recreational vehicle space benefit described in the preceding footnote. (d) Reflects Company matching contributions to the 401(k) Plan.

  95. 2025 Summary Compensation Table

    | 72 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  96. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The table set forth below provides, for each NEO, information about grants, during 2025, of plan-based awards (equity and non-equity). All equity grants were made under the 2021 Omnibus Incentive Plan.

  97. 2025 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 | | — | — | 112,500 | 2,250,000 | 4,500,000 | — | — | — | — | — | | Scott Haralson | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 37,500 | 750,000 | 1,500,000 | — | — | — | — | — | | 2025 Tranche of 2025 PSUs | | 3/3/2025 | 2/25/2025 | — | — | — | 25,784 | 103,135 | 206,270 | | 416,665 | | 2025 RSUs | | 3/3/2025 | 2/25/2025 | — | — | — | — | — | — | 309,406 | 1,250,000 | | Christopher G. Berg | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 21,773 | 435,452 | 870,904 | — | — | — | — | — | | 2025 Tranche of 2025 PSUs | | 3/3/2025 | 2/25/2025 | — | — | — | 10,314 | 41,254 | 82,508 | — | 166,666 | | 2025 RSUs | | 1/2/2025 | 1/2/2025 | — | — | — | — | — | — | 402,145 | 1,500,001 | | 2025 RSUs | | 3/3/2025 | 2/25/2025 | — | — | — | — | — | — | 123,763 | 500,003 | | Sandeep Dube | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 43,750 | 875,000 | 1,750,000 | — | — | — | — | — | | Michael Moore | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 22,288 | 445,753 | 891,506 | — | — | — | — | — | | 2025 Tranche of 2025 PSUs | | 3/3/2025 | 2/25/2025 | — | — | — | 10,314 | 41,254 | 82,508 | — | 166,666 | | 2025 RSUs | | 3/3/2025 | 2/25/2025 | — | — | — | — | — | — | 123,763 | 500,003 | | 2025 RSUs | | 10/1/2025 | 9/29/2025 | — | — | — | — | — | — | 147,711 | 1,000,003 |

  98. 2025 Grants of Plan-Based Awards

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 73 |

  99. 2025 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 (#) | | | | Other NEO Required to be Discussed | | | | | | | | | | | | | Katherine Lee Martin | | | | | | | | | | | | | Annual Cash Incentive | | — | — | 14,926 | 298,522 | 597,044 | — | — | — | — | — | | 2025 Tranche of 2023 PSUs | | 2/25/2025 | 2/25/2025 | — | — | — | 184 | 734 | 1,468 | — | 3,112 | | 2025 Tranche of 2024 PSUs | | 2/25/2025 | 2/25/2025 | — | — | — | 6,922 | 27,689 | 55,378 | — | 117,401 | | 2025 Tranche of 2025 PSUs | | 3/3/2025 | 2/25/2025 | — | — | — | 25,784 | 103,135 | 206,270 | — | 416,665 | | 2025 RSUs | | 3/3/2025 | 2/25/2025 | — | — | — | — | — | — | 309,406 | 1,250,000 |

  100. 2025 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 2025. The EICP is discussed under “Compensation Discussion and Analysis — Components of 2025 Executive Compensation Program — Annual Incentive Awards.” Actual payouts earned under the program for 2025 for Messrs. West, Haralson, Berg, Moore, and Dube were 133.5% of “Target,” prorated for time worked, and can be found under the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Ms. Martin forfeited her EICP award in connection with her termination of employment. (2) For Ms. Martin, represents the third tranche of PSUs granted under the 2023 LTIP, the second tranche of PSUs granted under the 2024 LTIP, and the first tranche of PSUs granted under the 2025 LTIP, in each case with respect to 2025 performance. For Messrs. Haralson, Berg, and Moore, represents the first tranche of PSUs granted under the 2025 LTIP, in each case with respect to 2025 performance. All PSUs are earned based on our financial performance. We discuss these awards under the heading “Compensation Discussion and Analysis — Components of 2025 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 2025 performance period. As disclosed in the CD&A, no PSUs were earned for 2025. Ms. Martin’s 2025 PSUs and RSUs granted under the 2025 LTIP were forfeited in connection with her termination of employment with the Company. (3) For Ms. Martin and Messrs. Haralson, Berg, and Moore, represents RSUs granted under the 2025 LTIP, which vest ratably over three years, subject to each NEO’s continued employment. We discuss these awards under the heading “Compensation Discussion and Analysis — Components of 2025 Executive Compensation Program — Long-Term Incentives.” Ms. Martin forfeited these RSUs in connection with her termination from the Company, and as a result, these RSUs do not appear in the “Outstanding Equity Awards at Fiscal Year-End 2025” table. For Mr. Berg, the RSU grant on January 2, 2025 was made in connection with his hiring, and vests ratably over three years from the date of grant. For Mr. Moore, the RSU grant on January 2, 2025, was made in connection with his offer letter as a one-time sign on grant. For Mr. Moore, the RSU grant on October 1, 2025, was made in connection with his promotion to Executive Vice President, Chief Operating Officer, and vests ratably over three years from the date of grant. 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.

  101. 2025 Grants of Plan-Based Awards

    | 74 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  102. 2025 Grants of Plan-Based Awards

    Grants made in 2025 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 2025 Executive Compensation Program.”

  103. 2025 Grants of Plan-Based Awards

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 75 |

  104. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth, for each NEO, details of equity awards outstanding on December 31, 2025:

  105. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested(2) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested(3) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested(2) ($) | | Wayne (“Gil”) West | 4/1/2024 | 1,273,580 | 6,546,201 | — | — | | | 4/1/2024 | — | — | 2,292,864 | 11,785,321 | | Scott Haralson | 6/17/2024 | 762,200 | 3,917,708 | — | — | | | 6/17/2024 | — | — | 1,143,293 | 5,876,526 | | | 3/3/2025 | 309,406 | 1,590,347 | — | — | | | 3/3/2025 | — | — | 103,135 | 530,114 | | Christopher G. Berg | 1/2/2025 | 402,145 | 2,067,025 | — | — | | | 3/3/2025 | 123,763 | 636,142 | — | — | | | 3/3/2025 | — | — | 41,254 | 212,046 | | Michael S. Moore | 6/14/2024 | 715,751 | 3,678,960 | — | — | | | 3/3/2025 | 123,763 | 636,142 | — | — | | | 3/3/2025 | — | — | 41,254 | 212,046 | | | 10/1/2025 | 147,711 | 759,235 | — | — | | Sandeep Dube | 7/22/2024 | 751,060 | 3,860,448 | — | — | | | 7/22/2024 | — | — | 1,126,583 | 5,790,637 | | Katherine Lee Martin | — | — | — | — | — |

  106. Outstanding Equity Awards at 2025 Fiscal Year-End

    (1) For Messrs. West, Moore, Haralson, Dube, and Berg, time-based RSUs granted in connection with their hirings (April 1, June 14, June 17, and July 22, 2024, and January 2, 2025, respectively) vest ratably over three years on the first, second, and third anniversaries of April 1, June 14, June 17, and July 22, 2024, and January 2, 2025, respectively. Service-based RSUs under the 2025 LTIP granted to Messrs. Haralson, Berg, and Moore (on March 3, 2025) vest ratably over three years on the first, second, and third anniversaries of March 3, 2025. Service-based RSUs under the 2025 LTIP granted to Mr. Moore (on October 1, 2025, in connection with his promotion) vest ratably over three years on the first, second, and third anniversaries of October 1, 2025. (2) The market value is calculated using a per-share price of $5.14, which was the closing price of our common stock on the Nasdaq on the last trading day of 2025 (i.e., December 31, 2025). For each of Messrs. West, Haralson, and Dube’s grants made on April 1, June 17, and July 22, 2024, respectively, reflects performance-based RSUs that are earned upon the achievement of share price targets that had not been achieved as of December 31, 2025. For each of Messrs. Haralson, Berg, and Moore’s grants made on March 3, 2025, reflects the first tranche

  107. Outstanding Equity Awards at 2025 Fiscal Year-End

    | 76 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  108. Outstanding Equity Awards at 2025 Fiscal Year-End

    | Outstanding Equity Awards at 2025 Fiscal Year-End |

  109. Outstanding Equity Awards at 2025 Fiscal Year-End

    of the PSUs granted under the 2025 LTIP, which 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 2025 performance under the 2025 LTIP. For Ms. Martin, all outstanding awards were forfeited as of her departure from the Company.

  110. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 77 |

  111. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The table set forth below summarizes the stock awards that vested for the NEOs in 2025. No stock options were held or exercised by any NEO in 2025.

  112. 2025 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Wayne (“Gil”) West | 636,789 | 2,368,855 | | Scott Haralson | 381,093 | 2,221,772 | | Christopher G. Berg | — | — | | Michael S. Moore | 357,869 | 2,100,691 | | Sandeep Dube | 375,523 | 2,902,793 | | Other NEO Required to Be Discussed | | | | Katherine Lee Martin | 329,136 | 2,129,909 |

  113. 2025 Option Exercises and Stock Vested

    | 78 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  114. 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. Ms. Martin departed the Company in 2025, and therefore, she is not included in the “Potential Payments” section below.

  115. Potential Payments

    Potential Payments The table set forth below assumes that each continuing NEO’s termination of employment occurred on December 31, 2025, that the per share price of our common stock was $5.14 (the closing price of our common stock on the Nasdaq on the last business day of fiscal 2025), that awards under the EICP for fiscal 2025 were earned at 133.5% of target, and that no PSUs were earned for awards with performance tied to 2023, 2024 or 2025 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, 2025 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, 2025. 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, 2025, and therefore, a separate column for a retirement scenario is omitted.

  116. Potential Payments

    | 82 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  117. 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 | 3,003,750 | 3,003,750 | 3,003,750 | 3,003,750 | 3,003,750 | | Acceleration of Equity Awards | 3,273,101 | 3,273,101 | 3,273,101 | 6,546,201 | 6,546,201 | | Value of Continuing Benefits | 30,859 | — | 30,859 | 30,859 | 30,859 | | Outplacement Allowance | 25,000 | — | — | 25,000 | — | | Scott Haralson | | | | | | | Cash Severance | 2,250,000 | — | 2,250,000 | 2,250,000 | 2,250,000 | | Annual Incentive Award | 1,001,250 | 1,001,250 | 1,001,250 | 1,001,250 | 1,001,250 | | Acceleration of Equity Awards | 1,958,823 | 2,400,344 | 3,917,708 | 5,508,055 | 5,508,055 | | Value of Continuing Benefits | 29,013 | — | 29,013 | 29,013 | 29,013 | | Outplacement Allowance | 25,000 | — | 25,000 | 25,000 | 25,000 | | Christopher G. Berg | | | | | | | Cash Severance | 1,620,000 | — | — | 1,620,000 | — | | Annual Incentive Award | 581,329 | 581,329 | — | 581,329 | — | | Acceleration of Equity Awards | — | 863,712 | — | 2,703,167 | 2,703,167 | | Value of Continuing Benefits | 29,013 | — | — | 29,013 | — | | Outplacement Allowance | 25,000 | — | — | 25,000 | — | | Sandeep Dube | | | | | | | Cash Severance | 2,625,000 | — | 2,625,000 | 2,625,000 | 2,625,000 | | Annual Incentive Award | 1,168,125 | 1,168,125 | 1,168,125 | 1,168,125 | 1,168,125 | | Acceleration of Equity Awards | 1,930,193 | 1,930,193 | 1,930,193 | 3,860,448 | 3,860,448 | | Value of Continuing Benefits | 10,088 | — | 10,088 | 10,088 | 10,088 | | Outplacement Allowance | 25,000 | — | 25,000 | 25,000 | 25,000 |

  118. Potential Payments

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 83 |

  119. 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) ($) | | Michael S. Moore | | | | | | | Cash Severance | 1,755,000 | — | — | 1,755,000 | — | | Annual Incentive Award | 595,080 | 595,080 | — | 595,080 | — | | Acceleration of Equity Awards | 1,839,452 | 1,253,357 | — | 5,074,337 | 5,074,337 | | Value of Continuing Benefits | 21,318 | — | — | 21,318 | — | | Outplacement Allowance | 25,000 | — | — | 25,000 | — |

  120. Potential Payments

    (1) For all NEOs, Cash Severance, Annual Incentive Award, Value of Continuing Benefits, and outplacement services allowance amounts included in these columns represent amounts payable upon termination by the Company without cause pursuant to the Severance Plan. For each of Messrs. West, Haralson, Moore, 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 $5.14 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 2025 EICP. Acceleration of Equity Awards represents the value of the following equity awards, at $5.14 per share: (a) for each of Messrs. West, and Dube, 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 each of Messrs. Haralson and Moore, sign- on time-based RSUs and 2025 LTIP RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options”; and (c) for Mr. Berg, 2025 LTIP RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options”. (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 $5.14 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 allowance 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 $5.14 per share: (a) for each of Messrs. West and Dube, 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 each of Messrs. Haralson and Moore, sign-on time-based RSUs and 2025 LTIP RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options;” and (c) for Mr. Berg, 2025 LTIP RSUs that would receive accelerated vesting as described above under “— Long-Term Incentive Plan — RSUs, PSUs, and Stock Options”. 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 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 $5.14 per share.

  121. Potential Payments

    | 84 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  122. 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. Because the last median employee identified by the Company in 2024 terminated their employment in 2025, a new median employee has been identified for purposes of the 2025 CEO pay ratio disclosure. To identify the median employee, we first determined the median 2025 annual total compensation of all of our employees other than our CEO (the “Median 2025 Employee Compensation”), using our global employee population as of December 31, 2025, 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 “2025 Median Employee”). Mr. West served as our PEO on December 31, 2025, which was the determination date of the 2025 Median Employee. Because Mr. West served as our CEO for the entirety of 2025, we used his total 2025 compensation as set forth in the “Summary Compensation Table” above, resulting in PEO compensation of $4,524,371 (the “2025 PEO Compensation”). We calculated the Median 2025 Employee Compensation on the same basis as the 2025 PEO Compensation. Based on these calculations, the Median 2025 Employee Compensation was $37,043, and the ratio of 2025 PEO Compensation to Median 2025 Employee Compensation was approximately 122 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.

  123. CEO Pay Ratio

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 85 |

  124. 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 42.

  125. 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) ($) | | | | 2025 | 4,524,371 | — | 14,172,898 | — | 2,798,394 | 5,010,415 | 16 | 140 | (747) | (339) | | 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 |

  126. Pay Versus Performance Disclosure

    (1) For 2025, PEO-1 is Mr. West, and there is no PEO-2; non-PEO NEOs are Mr. Haralson, Mr. Berg, Mr. Moore, Mr. Dube, and Ms. Martin. For 2024, PEO-1 is Mr. West, and PEO-2 is Stephen Scherr; non-PEO NEOs are Mr. Haralson, Mr. Dube, Ms. Martin, Eric Leef, Alexandra Brooks, and Justin Keppy. For 2023, PEO-1 is Mr. Scherr, and there is no PEO-2; non-PEO NEOs are Ms. Brooks, Colleen Batcheler, Mr. Keppy, Mr. Leef, Kenny Cheung, and Paul Stone. For 2022, PEO-1 is Mr. Scherr and PEO-2 is Mr. Fields; non-PEO NEOs are Mr. Cheung, Ms. Batcheler, Mr. Leef, Mr. Stone, Angela Brav, and M. David Galainena. For 2021, PEO-1 is Mr. Fields, and PEO-2 is Mr. Stone; non-PEO NEOs are Mr. Cheung, Darren Arrington, Ms. Brav, and Mr. Galainena. (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 2025, 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 2025 or of the relationships disclosures provided below.

  127. Pay Versus Performance Disclosure

    | 86 Hertz Global Holdings, Inc. | 2026 Proxy Statement | |

  128. Pay Versus Performance Disclosure

    | Fiscal Year | Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total(a) ($) | Additions to Summary Compensation Table Total(b) ($) | Compensation Actually Paid ($) | | PEO-1 | | | | | | 2025 | 4,524,371 | 0 | 9,648,527 | 14,172,898 | | PEO-2 | | | | | | 2025 | — | — | — | — | | Average Non-PEO NEOs | | | | | | 2025 | 2,798,394 | 1,457,437 | 3,669,458 | 5,010,415 |

  129. Pay Versus Performance Disclosure

    (a) Represents the grant date fair value of equity awards reported in the “Stock Awards” columns in the Summary Compensation Table for 2025. (b) Reflects the value of equity calculated in accordance with the SEC methodology for determining compensation actually paid under Item 402(v) of Regulation S-K for each year shown. The amounts deducted or added in calculating the equity values included in Compensation Actually Paid are as follows:

  130. Pay Versus Performance Disclosure

    | 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 | | | | | | | | 2025 | 0 | 6,767,168 | 0 | 2,881,359 | 0 | 9,648,527 | | PEO-2 | | | | | | | | 2025 | — | — | — | — | — | — | | Average Non-PEO NEOs | | | | | | | | 2025 | 858,703 | 1,468,450 | 0 | 1,496,000 | (153,695) | 3,669,458 |

  131. Pay Versus Performance Disclosure

    (4) The Peer Group TSR set forth in this table utilizes the Morningstar Rental & Leasing Services Industry Group (the “Peer Index”), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our 2025 Annual Report. The comparison assumes $100 was invested for the period starting November 9, 2021 (the first day of trading on the Nasdaq following our Emergence and re-listing on the Nasdaq), through the end of the listed year in the Company and Peer Index, respectively. Historical stock price performance is not necessarily indicative of future stock price performance. We determined Adjusted Corporate EBITDA (a non-GAAP financial metric) to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs for 2025 because this is a key primary financial performance metric in our annual incentive program and long-term incentive program. We may determine a different financial performance measure to be the most important financial performance measure in future years. Adjusted Corporate EBITDA is defined in Annex A: Non-GAAP Measures to this Proxy Statement.

  132. Pay Versus Performance Disclosure

    | | Hertz Global Holdings, Inc. | 2026 Proxy Statement 87 |

  133. 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 2025 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.