DEF 14A of Avis Budget Group, Inc.
Filed Apr 2, 2026 · FY20250001140361-26-012980
Election of Directors
Election of Directors The Board of Directors (the “Board”) has nominated Jagdeep Pahwa, Anu Hariharan, Bernardo Hees, Lynn Krominga, Glenn Lurie and Karthik Sarma to be elected at the 2026 Annual Meeting of Shareholders (the “Meeting”) to serve as directors for a one-year term ending at the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The nominations of Mr. Pahwa and Mr. Sarma were initially in accordance with the terms of the Fourth Amended and Restated Cooperation Agreement (as amended through the date hereof, the “Cooperation Agreement”), dated as of December 23, 2022, between the Company and SRS and certain of its affiliates.
Biographical Information for Nominees
Biographical Information for Nominees The following material contains information concerning the Board’s nominees, including their period of service as a director, their recent employment, other directorships, including those held during the past five years with a public company or registered investment company, and age as of the Meeting.
JAGDEEP PAHWA
JAGDEEP PAHWA
Executive Chairman of the Board
Executive Chairman of the Board Mr. Pahwa, age 52, has been a director since April 2018 and Chairman since May 2024. After serving as Vice Chairman since February 2020, Mr. Pahwa was appointed as Executive Chairman, effective March 1, 2025. Mr. Pahwa has been the President of SRS Investment Management, LLC since 2017 and has led SRS’s private equity business since 2006. Previously, Mr. Pahwa worked at McKinsey & Company in the U.S. and India, where he led client engagements in the telecom, technology and real estate sectors. Prior thereto, Mr. Pahwa worked in the Mergers & Acquisitions group of Lehman Brothers in New York. Mr. Pahwa received a Bachelor of Technology from the Indian Institute of Technology, Delhi, and an M.S. from Princeton University and an M.B.A. from Harvard Business School. Specific Qualifications, Attributes, Skills and Experience:
Executive Chairman of the Board
| • | Financial and investment expertise |
Executive Chairman of the Board
| • | Advisory experience in business strategy and growth |
Executive Chairman of the Board
| • | Broad international experience and understanding of the technology sector |
Executive Chairman of the Board
| • | Diverse personal background |
Executive Chairman of the Board
| • | Public company board experience |
ANU HARIHARAN
ANU HARIHARAN
Board Committees: Audit
Board Committees: Audit Ms. Hariharan, age 45, has been a director since January 2022. Ms. Hariharan is Founder and Managing Partner of Avra, a venture fund focused on empowering growth stage founders with the right foundation to scale their company. From 2016 until March 2023, Ms. Hariharan was Managing Director at Y Combinator’s Continuity Fund focused on growth stage investments, where she led investments in Brex, Gusto and Faire, among many others. Prior to joining Y Combinator, Ms. Hariharan was a Partner with the investment team at Andreessen Horowitz, from 2014 to 2016. Previously, Ms. Hariharan was a Principal with The Boston Consulting Group, from 2010 to 2014, and, prior to that, a senior software engineer with Qualcomm. Ms. Hariharan holds a B.E. from the National Institute of Technology Karnataka, an M.S. from Virginia Tech and an M.B.A. from The Wharton School at the University of Pennsylvania. Specific Qualifications, Attributes, Skills and Experience:
Member of the Board
Member of the Board Mr. Hees, age 56, has been a director since February 2020 and previously served as Executive Chairman from July 2020 to May 2024. Since March 2024, Mr. Hees has served as an Operating Partner of The Cranemere Group, a diversified holding company. Previously, Mr. Hees served as Chief Executive Officer of The Kraft Heinz Company from 2015 to June 2019. He served as Chief Executive Officer of H.J. Heinz Holding Corporation from 2013 until its merger with Kraft Foods Group in 2015. From 2010 to 2013, Mr. Hees served as Chief Executive Officer of Burger King Worldwide Holdings, Inc., a global fast food restaurant chain, and Burger King Worldwide, Inc. from 2012 to 2013. From 2005 to 2010, he was Chief Executive Officer of América Latina Logística, a Brazilian logistics company. Mr. Hees was also a partner at 3G Capital, a global investment firm, from 2010 to 2019. Also, Mr. Hees is a director of Krispy Kreme, Inc. and was a director of Bunge Limited; both companies file reports pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Specific Qualifications, Attributes, Skills and Experience:
Member of the Board
| • | Chief Executive Officer experience |
Member of the Board
| • | Public company board experience |
Member of the Board
| • | International experience |
Member of the Board
| • | Diverse personal background |
LYNN KROMINGA
LYNN KROMINGA
Lead Independent Director
Lead Independent Director
Board Committees: Audit, Compensation, Corporate Governance (Chair)
Board Committees: Audit, Compensation, Corporate Governance (Chair) Ms. Krominga, age 75, has been a director since October 2006 and Lead Independent Director since February 2024. Ms. Krominga is an attorney, management consultant and former senior executive of global businesses. Ms. Krominga has served on the boards of directors of public, private and not-for-profit companies, as well as advisory boards of start-up and early stage technology and personal care businesses in the U.S. and abroad. Since 1999, she has been a consultant to private equity, venture capital, hedge funds and angel investors, in which capacity she served in a number of operating and board roles, including Chief Executive Officer of Fashion Wire Daily, Inc.; director and audit committee member of AHAVA Dead Sea Laboratories, Ltd. (a global cosmeceuticals business); advisor to London-based Apax Partners for acquisitions in Israel and the United States; director of StructuredWeb, Inc; board of advisors of Makeover Studios, Inc.; General Manager-North America of Electric Fuel, Inc. (an early stage fuel cell-based technology business); and Internet Consultant for private websites in the U.S. and Europe. From 2007 until January 2013, Ms. Krominga served as a director of publicly traded Sunrise Senior Living, Inc., one of the world’s largest assisted living companies, with operations in the U.S., Canada, the U.K. and Germany. From March through November 2008, she served as Chairman of the Board of Sunrise Senior Living and as Lead Director thereafter until January 2013 (when the company was sold). She also served as Chairman of the Compensation Committee (2008-2011), and as a member of the Audit, Compensation and Governance Committees from 2007-2013. Ms. Krominga is the former President of the Revlon and Coleman Worldwide Licensing Divisions, and previously served as General Counsel and International Counsel for Revlon’s global operations. Prior to joining Revlon, she was Senior Counsel at American Express Company and an associate at Cleary, Gottlieb, Steen & Hamilton. Specific Qualifications, Attributes, Skills and Experience:
Board Committees: Audit (Chair), Compensation
Board Committees: Audit (Chair), Compensation Mr. Lurie, age 60, has been a director since May 2018. Since August 2021, Mr. Lurie has served as General Partner at Stormbreaker Ventures, an early-stage fund focused on capital-efficient startups. Mr. Lurie was the President and Chief Executive Officer of Synchronoss Technologies, Inc. from 2017 to 2020. Prior to joining Synchronoss, Mr. Lurie was employed by AT&T for 27+ years and was President and Chief Executive Officer of AT&T Mobility and Consumer Operations when he retired in September of 2017. Mr. Lurie helped usher in the smartphone era by leading negotiations for AT&T with Apple for the first iPhone and then for the first iPad. He built three groundbreaking businesses at AT&T: IoT (Internet of Things) business – bringing wireless connectivity to tablets, cars, connected cities and consumer electronics; Digital Life – AT&T’s home automation and security business; and the launch of Aio Wireless – now Cricket Wireless, the company’s industry-leading prepaid flanker brand. At AT&T, Mr. Lurie served in a variety of leadership roles, including as President and Chief Executive Officer of Mobility and Consumer Operations from 2016 to 2017, President and Chief Executive Officer of AT&T Mobility from 2014 to 2016, President of Emerging Enterprises and Partnerships Organization from 2011 to 2014 and President of Emerging Devices Organization (now IoT Organization) from 2008 to 2011. Mr. Lurie previously served as a director of Synchronoss, which files reports pursuant to the Exchange Act. Mr. Lurie also serves as a director of Teal Communications, a global eSIM and IoT connectivity platform provider; Blue Link Wireless, an AT&T Authorized Dealer and service provider; and Pivotal Commware, Inc., which develops 5G network platforms, services and applications. Specific Qualifications, Attributes, Skills and Experience:
Board Committees: Compensation (Chair), Corporate Governance
Board Committees: Compensation (Chair), Corporate Governance Mr. Sarma, age 51, has been a director since May 2020. Mr. Sarma is the Managing Partner at SRS, which he founded in 2006. Prior to founding SRS, Mr. Sarma was a Managing Director at Tiger Global Management, LLC, which he joined within a few months of its launch in 2001. Prior to joining Tiger Global, Mr. Sarma worked as a consultant at McKinsey & Company in its New York office. Mr. Sarma received a Bachelor of Technology from the Indian Institute of Technology, Chennai and an M.S. from Princeton University. Specific Qualifications, Attributes, Skills and Experience:
Board Committees: Compensation (Chair), Corporate Governance
| • | Experience in the technology sector |
Board Committees: Compensation (Chair), Corporate Governance
| • | Financial and investment expertise |
Board Committees: Compensation (Chair), Corporate Governance
| • | Experience providing strategic and operational advice |
Board Committees: Compensation (Chair), Corporate Governance
| • | Diverse personal background |
Compensation Practices
| • | no excise tax gross-up or single-trigger change-in-control provisions; and |
2025 Compensation for our Named Executive Officers
| General | • Generally we did not increase NEO salaries in 2025, except as related to the CEO transition. | | Annual Incentive Program | • As a result of Company financial performance, actual payouts for 2025, as a percentage of target payout opportunity, were below target for our NEOs based on actual Company performance. • The 2025 program design was consistent with the 2024 design, and included both Adjusted EBITDA goals and an individual component comprised primarily of quantitative financial and operational metrics with measurable targets utilizing a “scorecard” approach. No payouts would be made under the individual component unless threshold Adjusted EBITDA goals were attained. | | Long-Term Incentive Program (“LTIP”) | • Our Performance-Based Stock Units (“PSUs”) granted in 2023, subject to performance goals through December 31, 2025, did not meet the threshold Adjusted EBITDA goals previously disclosed and so no amounts were earned under these PSUs. • The 2025 LTIP included three-year cumulative Adjusted EBITDA goals, consistent with the 2024 LTIP. We also granted other LTIP awards described below. |
Our Named Executive Officers
| Component | Function and Objective | | Base Salary | Paid in cash, provides a fixed form of annual compensation for the performance of primary responsibilities consistent with each executive’s experience and role. | | Annual Incentive Awards | Comprised of annual cash incentive opportunities that are performance-based, compensate executives subject to achieving specific annual financial goals and individual goals, which are based primarily on quantitative financial and operational metrics with measurable targets utilizing a “scorecard” approach. |
Our Named Executive Officers
| Component | Function and Objective | | Long-Term Incentive Awards | Designed to align a significant component of executive compensation with shareholder interests, provide an incentive for executives to stay with the Company and achieve appropriately challenging long-range performance goals, and allow executives to share in the value created for the Company’s shareholders. | | Other Compensation | We provide health, life insurance, disability and retirement benefits as part of our broad-based employee benefits program. Retirement benefits for our NEOs (other than our former CEO, who is also eligible for our frozen pension plan) are limited to (i) deferrals under the executive deferred compensation plan, which the Company matches up to a maximum of 6% of base salary and annual incentive, and/or (ii) participation in our 401(k) plan. Other executive benefits and perquisites for some NEOs include auto use and financial planning services. Our CEO is also permitted limited personal use of Company-leased aircraft services. |
Base Salaries for our Named Executive Officers
| • | reasonable comparability with the Peer Group and Survey Data (as described under “Consideration of Peer Groups and Survey Data”); |
Annual Incentive Awards
Annual Incentive Awards 2025 AIP For 2025, the Committee approved an annual incentive program (the “2025 AIP”) in which all of our NEOs (other than our Executive Chairman) participated. The program design was generally consistent with the prior year program design. Mr. Choi’s target payout opportunity as a percentage of base salary was increased from 125% to 150% upon his appointment as CEO. The targets remained unchanged at 125% for our CFO, 120% for our CDIO and 100% for our CHRO, in each case subject to a maximum payout opportunity of 150% of target. 2025 AIP Performance Metrics and Goals – Adjusted EBITDA Component Consistent with prior years, the 2025 AIP included Adjusted EBITDA(1) as a performance metric with a weighting of 50%:
Annual Incentive Awards
| • | in recognition of its wide acceptance and understanding as a metric within the Company; |
Annual Incentive Awards
| • | because Adjusted EBITDA is a key measure of operational and financial performance, driven by our annual business plan; and |
Annual Incentive Awards
| • | given the fact that Adjusted EBITDA has been strongly correlated to the Company’s long-term stock price performance. |
Annual Incentive Awards
The Adjusted EBITDA goals included in the 2025 AIP (the “AIP Adjusted EBITDA Goals”) as shown below were based on the Company’s 2025 business plan approved by the Board (the “Business Plan”) in the first quarter of 2025. When establishing the Adjusted EBITDA goals for the 2025 AIP in early 2025, the Committee pre-approved that Adjusted EBITDA (generally defined as below) was to include an additional adjustment to account for volatility in market pricing dynamics. The global Adjusted EBITDA target goal was lower than the goals for 2024, but represented a significant increase over 2024 results.
Annual Incentive Awards
| Achievement Level | Payout Opportunity (% of Target)* | Adjusted EBITDA Goals (Dollars in millions) | | Maximum | 150% | $1,320 | | Target | 100% | $1,100 | | Threshold | 50% | $880 |
Annual Incentive Awards
| * Straight-line interpolation used to determine payout between specified achievement levels. |
Annual Incentive Awards
2025 AIP Performance Metrics and Goals – Individual Scorecard Component Consistent with the prior year, to enhance the pay-for-performance nature of the 2025 AIP, an individual performance component, with a 50% weighting, was included to incorporate a broad set of goals which the Committee believed were important to our overall success and to each individual executive officer’s contributions to our business. The component is comprised of primarily quantitative financial and operational metrics, with measurable targets based on attainment of specific Business Plan goals and measured utilizing a “scorecard” approach. The achievement level of the individual scorecard goals is capped at 100% of target payout. Scorecard achievement is then multiplied by 0% to 150% based on achievement of Adjusted EBITDA goals (from Below-Threshold to Maximum) to further align individual performance with overall company performance. Accordingly, for an NEO to be eligible for any payout under the scorecard component, threshold Adjusted EBITDA goals must be met. The threshold Adjusted EBITDA goals for this component were lower than the AIP Adjusted EBITDA Goals (e.g., a threshold of $660 million for this component) to reflect the fact that they were being used to supplement other important performance goals for this component. The formula for determining the payout under the Individual Scorecard Component is:
Annual Incentive Awards
| Individual Scorecard Achievement (0% - 100%)X | Adjusted EBITDA Multiplier (0%-150%) |
Annual Incentive Awards
For example, if an NEO had achieved a score of 100% of target on his or her individual scorecard but Adjusted EBITDA was below the threshold achievement level, then the NEO would not have received any payout under the 2025 AIP, including under the individual scorecard component. The Committee established individual performance metrics and goals for each NEO’s scorecard based on key objectives in support of the Business Plan and the Company’s overall strategy. Individual performance metrics for our CEO included, among others, revenue and cost metrics, with 100% being quantitative. The substantial majority of scorecard metrics and goals for our NEOs were quantitative with a limited percentage being qualitative but still based on achievement of specific objectives.
Annual Incentive Awards
| (1) We define Adjusted EBITDA as income (loss) from continuing operations before non-vehicle related depreciation and amortization; long-lived asset impairment and other related charges; other fleet charges; restructuring and other related charges; early extinguishment of debt costs; non-vehicle related interest; transaction-related costs, net; legal matters, net, which primarily includes amounts recorded in excess of $5 million, related to unprecedented self-insurance reserves for allocated loss adjustment expense, class action lawsuits and personal injury matters; non-operational charges related to shareholder activist activity, which includes third party advisory, legal and other professional fees; COVID-19 charges, net; cloud computing costs; other (income) expense, net; severe weather-related damages in excess of $5 million, net of insurance proceeds; and income taxes. This non-GAAP measure is a performance metric in our incentive programs. |
Annual Incentive Awards
Set forth below is an illustrative example of a scorecard; however it does not represent the actual scorecard of any of our NEOs.
Illustrative Scorecard Example
| Weight | Metric | Key Performance Indicator(s) | Goal | Type of Measure | | ~90% | Revenue | Total Revenue | Based on Business Plan | Quantitative | | | Cost Control | Variable Costs Utilization | | | | | Fleet Acquisition | Fleet Costs | | | | ~10% | Other | Varies | Varies (i.e. completion, roll-out, etc.) | Qualitative | | • Payout is subject to attainment of threshold Adjusted EBITDA goals. | | | | | | • Achievement of total scorecard goals is capped at 100% of target, with the result multiplied by 0%-150% based on attainment of Adjusted EBITDA goals (from Below-Threshold to Maximum). | | | | |
Illustrative Scorecard Example
2025 AIP Results and Payouts Payouts under the Adjusted EBITDA component of the 2025 AIP were below target but above threshold, reflecting the Company’s attainment of AIP Adjusted EBITDA Goals of $914 million (after the market price adjustment described above), which resulted in payout at the 57% level for that component. Payouts under the Individual Component were based on scorecard results multiplied by attainment of the applicable Adjusted EBITDA goals for that component, which resulted in a 78% modifier. For example, for Mr. Choi, the Individual Component of the scorecard was determined based on a quantitative assessment of the scorecard factors, including the Company’s 2025 financial results with respect to revenue and cost control, among others. Accordingly, actual payouts under the 2025 AIP were as follows (excluding Ms. Martins because she departed before earning an annual incentive award):
Illustrative Scorecard Example
| NEO | Base Salary ($) | Target (% of Base Salary) | Adjusted EBITDA Component Payout % (50% Weight) | Score | Individual Scorecard Component (50% Weight) Adjusted EBITDA Multiplier % | Payout % | Total Payout (%) | Total Payout ($) | | Choi(1) | 1,000,000 | 150% | 57% | 94 | 78% | 73% | 65% | 765,351 | | Cunha(1) | 650,000 | 125% | 57% | 91 | 78% | 71% | 64% | 262,096 | | Simhambhatla | 500,000 | 120% | 57% | 90 | 78% | 70% | 64% | 381,600 | | Linnen | 600,000 | 100% | 57% | 94 | 78% | 73% | 65% | 390,960 | | Ferraro(2) | 650,000 | 200% | 57% | N/A | N/A | N/A | 57% | 741,000 |
Illustrative Scorecard Example
| (1) For Mr. Choi, his 2025 AIP was pro-rated to reflect (i) 6 months as CTO, with an annual salary of $675,000 and target bonus of 125% of salary, and (ii) 6 months as CEO, with an annual salary of $1,000,000 and target bonus of 150% salary. For Mr. Cunha, the amount was pro-rated to reflect his start date. |
Illustrative Scorecard Example
| (2) Mr. Ferraro’s pro-rated 2025 AIP (reflecting his six months in the CEO role) was based solely on the Adjusted EBITDA component, in accordance with the Separation Agreement. |
Long-Term Incentive Awards
Long-Term Incentive Awards 2025 LTIP For 2025, the Committee approved a long-term incentive program (the “2025 LTIP”) in which all NEOs participated. Mr. Ferraro received an LTIP award with different terms as described below. Grant date values for 2025 LTIP awards were determined following a market review of the Peer Group, and in certain cases, Survey Data (as defined under “Consideration of Peer Groups and Survey Data”), as well as individual and Company financial performance for the prior year. For the 2025 LTIP, the Committee approved two tranches of PSU: (i) the typical annual three-year performance award of PSUs and RSUs and (ii) a supplemental two-year performance award described below. 2025 LTIP Tranche 1 The Committee reviewed the following factors to determine the appropriate type of equity to be granted under the annual award program: perceived value to award recipients to effect retention and incentive goals, peer practices, the degree of alignment with shareholder interests and our pay-for-performance philosophy, potential dilution and projected expense balanced with the value delivered to award recipients. Based on an analysis of these factors, the Committee determined that continuing the mix of 50% PSUs and 50% RSUs would:
Long-Term Incentive Awards
| • | align incentives with shareholders’ focus on profitability and financial performance; |
Long-Term Incentive Awards
| • | reflect the relevant decision-making impact of the individual and the impact of those decisions on the Company; and |
Long-Term Incentive Awards
| • | incentivize retention of key employees over the long term. |
Long-Term Incentive Awards
Under the 2025 LTIP:
Long-Term Incentive Awards
| • | RSUs are scheduled to vest, subject to continued service, in approximately equal installments on the first three anniversaries of the date of grant; |
Long-Term Incentive Awards
| • | PSUs are scheduled to vest on the three-year anniversary of the date of grant, subject to satisfaction of performance goals and continued service; |
Long-Term Incentive Awards
| • | Three-year cumulative Adjusted EBITDA was selected as the performance metric for the PSUs based on several factors, including the following: |
Long-Term Incentive Awards
| ○ | the Company’s Adjusted EBITDA has been strongly correlated to the Company’s long-term stock price performance; and |
Long-Term Incentive Awards
| ○ | Adjusted EBITDA is a key measure of operational and financial performance driven by the Company’s strategy and widely understood within the Company and by the Company’s shareholders; and |
Long-Term Incentive Awards
| ○ | although also used in our AIP, the metric as used for the PSUs measures sustained performance over a three-year period. |
Long-Term Incentive Awards
The three-year cumulative Adjusted EBITDA goals are set forth below and were set during first quarter 2025. The target goal represents attainment of three-year Adjusted EBITDA during the performance period. The Adjusted EBITDA target goal was lower than the goals for the 2024 LTIP, but represented a significant increase over 2024 results.
Long-Term Incentive Awards
| Achievement Level | Payout Opportunity* (as a % of target units awarded) | Adjusted EBITDA Goal (in billions) | | Maximum | 150% | $5.04 | | Target | 100% | $4.20 | | Threshold | 50% | $3.36 |
Long-Term Incentive Awards
| * Straight-line interpolation is used to determine payout between specified achievement levels. |
Long-Term Incentive Awards
2025 LTIP Tranche 2 The Committee believes that it is important to retain the flexibility to take special considerations into account to ensure we are meeting our executive compensation goals, to improve retention and to increase the amount of compensation tied directly to performance. As a result, in 2025, the Committee approved a supplemental tranche of LTIP awards for our executive team. In addition to the factors considered for the 2025 LTIP in general described above, the Committee took into account factors such as our management transition, our strategic goals, and our commitment to improving performance. The Committee approved these supplemental awards solely in the form of PSUs, but with a two-year performance period, which the Committee believed was important to differ from our annual awards and to focus on both retention and shorter-term improved performance. Given the shorter performance timeframe, the maximum payout is 100% of target. The individual award amounts were generally tied to a percentage of prior annual grants.
Long-Term Incentive Awards
| Achievement Level | Payout Opportunity* (as a % of target units awarded) | Adjusted EBITDA Goal (in billions) | | Target (and Maximum) | 100% | $2.5 | | Threshold | 50% | $2.0 |
Long-Term Incentive Awards
| * Straight-line interpolation is used to determine payout between specified achievement levels. |
Long-Term Incentive Awards
Outgoing CEO LTIP Award As part of considering the appropriate incentives for Mr. Ferraro in early 2025 after announcement of his expected transition away from the CEO role mid-year to an advisor role, the Committee wanted to ensure that any LTIP award for Mr. Ferraro in 2025 reflected this transitional role through the end of 2025, mostly tied to performance. As a result, he received an award split 32% RSUs vesting over one year and 68% PSUs, with the PSUs based on Adjusted EBITDA goals for 2025 only. The Committee believed that a shorter-term equity award was important to successfully complete the transition and encourage Mr. Ferraro’s continued focus on our performance. The different goals from the annual LTIP awards above reflected the fact that this was for a one-year period rather than the normal three-year period. The threshold PSU goals for 2025 were not met and so the PSUs were forfeited in full.
Long-Term Incentive Awards
| Achievement Level | Payout Opportunity* (as a % of target units awarded) | Adjusted EBITDA Goal (in billions) | | Maximum | 150% | $1.32 | | Target | 100% | $1.1 | | Threshold | 50% | $.88 |
Long-Term Incentive Awards
| * Straight-line interpolation is used to determine payout between specified achievement levels. |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant Consistent with its charter, the Committee continued its engagement of Pay Governance LLC, a compensation consulting firm, to work with the Committee and the Company as an adviser on executive compensation matters in 2025. The compensation consultant reports to, and is directed by, the Committee, which has the authority to retain or terminate compensation advisers. In 2025, the Committee reviewed information regarding the independence and potential conflicts of interest of Pay Governance, taking into account, among other things, the factors set forth in the Nasdaq listing standards. Based on this review, the Committee concluded that the engagement of Pay Governance did not raise any conflict of interest. Outside of services provided for the Committee, the compensation consultant did not provide additional services to the Company in 2025.
Consideration of Peer Groups and Survey Data
Consideration of Peer Groups and Survey Data The Committee developed the Company’s peer group set forth below for 2025 pay decisions (the “Peer Group”), taking into consideration that very few direct industry competitors exist, the Company’s business model, the relevant labor market for talent and other factors, including but not limited to the following:
Consideration of Peer Groups and Survey Data
| • | the industry for peer group companies, which the Committee believes should operate within hotel/resort, travel, trucking, automotive retail and rental retail industries; and |
Consideration of Peer Groups and Survey Data
| • | market capitalization and revenue for peer group companies, with primary emphasis on market capitalization. |
PEER GROUP
PEER GROUP
PEER GROUP
| Alaska Air Group, Inc. | J.B. Hunt Transportation Services, Inc. | | American Airlines Group Inc. | JetBlue Airways Corporation | | Asbury Automotive Group, Inc. | KAR Auction Services, Inc. | | AutoNation, Inc. | Norwegian Cruise Line Holdings Ltd. | | Choice Hotels International, Inc. | Rent A Center, Inc. | | Group 1 Automotive, Inc. | Ryder System, Inc. | | Hertz Global Holdings, Inc. | Schneider National, Inc. | | Hyatt Hotels Corporation | Travel + Leisure Co. | | InterContinental Hotels Group PLC | United Airlines Holdings, Inc. |
PEER GROUP
The Committee reviewed pay data of the Peer Group for 2025 pay decisions to ensure reasonable comparability of the compensation of our NEOs. The Committee does not specifically target any percentile within the Peer Group when setting overall compensation, any individual element of compensation or the relative pay mix among different elements of compensation. The Committee reviews the Peer Group periodically to ensure that the component companies continue to meet the criteria for which they were selected, as well as to identify other companies that may become appropriate for inclusion. The Committee recognizes that our executives have opportunities available to them in a range of industries and that any peer group for the Company will have some inherent limitations given the absence of a large sample of public companies in the vehicle rental business. In order to compare ourselves to a broad set of general industry market data available, the Committee also reviews widely-used survey data from consulting firms such as Aon Hewitt and Willis Towers Watson for companies that have revenue comparable to ours (the “Survey Data”) as another data point. The Survey Data* represents data from over 1,000 companies sized according to revenue, assets and number of employees. In 2025, the Committee considered the Survey Data for each element of the 2025 compensation and benefits package as a general check and to ensure reasonable comparability. Consideration of the Peer Group and the Survey Data represented just two factors considered in setting executive compensation for 2025. Please refer to “Analysis of 2025 Pay Decisions” for the other factors considered in setting executive compensation for 2025. * While the Survey Data include a general list of participating companies, each survey provides information on a “no-names” basis—i.e., for each position comparison, it does not identify by name which companies comparable in revenue size to our Company produced results for each position matched, and thus we are unable to list the comparable companies that are included in the Survey Data utilized.
Policy Related to Equity Awards
Policy Related to Equity Awards Our practice has been to grant regular long-term incentive awards at pre-established meetings of the Committee. Annual long-term incentive awards, which typically include awards granted to all NEOs, are usually approved in the first quarter. However, the Committee retains the ability to determine, and has in the past determined, to make grants at other times during the year, including but not limited to approvals for executives hired or promoted during the year. In connection with valuing the grants of stock-based awards, it is our policy generally to use, as the grant or strike price for any stock-based compensation vehicle, the closing price of our Common Stock on the grant date, which is often the date the Committee approves the award but may be a future specified date. The Committee typically approves a dollar amount for each RSU or PSU award, which is then divided by the closing price of our Common Stock on the date of grant (or other specified date such as a hire date) to arrive at the number of RSUs or PSUs to be granted.
Employment and Change of Control Agreements; Severance Arrangements; CEO Transition
Employment and Change of Control Agreements; Severance Arrangements; CEO Transition Generally our NEOs participate in an Executive Severance Plan, which was last modified in 2021, to provide post-termination severance benefits under specific circumstances. However, we had previously entered into severance agreements in 2015 with each of our former CEO and our CHRO, which remained in place following adoption of the Executive Severance Plan. These arrangements are described in detail under the headings “Employment Agreements and Other Arrangements” and “Termination, Severance and Change of Control Arrangements” below. In February 2025, the Company announced that its current Chief Executive Officer would transition away from the role, effective June 30, 2025, and into an advisory role. In considering the terms of the transition agreement, the Committee believed it was important not only to comply with the terms of his pre-existing severance agreement, but to build the opportunity for a successful transition by having not only a substantial pre-transition period with Mr. Ferraro working towards the Company’s success, but also retain Mr. Ferraro to provide services after he ceased to be CEO, which the Committee believed was important given his tenure and experience. As a result, we entered into a Separation and Advising Agreement with Mr. Ferraro (the “Separation Agreement”), as further described under “Employment Agreements and Other Arrangements” below.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(a) | Bonus ($) | Stock Awards ($)(b) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(c) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(d) | All Other Comp ($)(e) | Total ($) | | Choi, Brian J. CEO* | 2025 | 837,500 | — | 4,285,014 | — | 765,351 | — | 33,545 | 5,921,410 | | | 2024 | 675,000 | — | 2,000,060 | — | — | — | 34,036 | 2,709,096 | | | 2023 | 624,000 | — | 1,800,200 | — | 726,336 | — | 450,841 | 3,601,377 | | Cunha, Daniel EVP, CFO* | 2025 | 325,000 | — | 1,207,176 | — | 262,096 | — | 127,750 | 1,922,022 | | Pahwa, Jagdeep Executive Chairman | 2025 | 4,655 | — | 5,000,050 | — | — | — | — | 5,004,705 | | Simhambhatla, Ravi EVP, Chief Digital & Innovation Officer | 2025 | 500,000 | — | 1,150,008 | — | 381,600 | — | 161,765 | 2,193,373 | | | 2024 | 500,000 | — | 900,050 | — | — | — | 152,958 | 1,553,008 | | | 2023 | 500,000 | — | 900,100 | — | 478,404 | — | 596,312 | 2,474,816 | | Linnen, Edward P. EVP, CHRO | 2025 | 600,000 | — | 829,979 | — | 390,960 | — | 66,450 | 1,887,389 | | | 2024 | 600,000 | — | 650,098 | — | — | — | 62,443 | 1,312,541 | | Ferraro, Joseph A Former President and CEO* | 2025 | 1,550,000 | — | 5,566,691 | — | 741,000 | 716 | 136,947 | 7,995,354 | | | 2024 | 1,300,000 | — | 5,350,082 | — | — | — | 272,708 | 6,922,790 | | | 2023 | 1,248,000 | — | 5,200,116 | — | 2,312,170 | — | 1,514,635 | 10,274,921 | | Martins, Izzy Former CFO* | 2025 | 350,000 | — | 2,119,988 | — | — | — | 19,161 | 2,489,149 | | | 2024 | 700,000 | — | 1,725,002 | — | — | — | 89,384 | 2,514,386 | | | 2023 | 624,000 | — | 900,100 | — | 700,128 | — | 301,631 | 2,525,859 |
Summary Compensation Table
| * Mr. Choi was appointed Chief Executive Officer effective July 1, 2025, at which time Mr. Ferraro’s position transitioned to Advisor to the Board of Directors. Previously, Mr. Choi was Executive Vice President and Chief Financial Officer in 2023, and was Executive Vice President and Chief Transformation Officer from 2024 through June 2025. Mr. Cunha replaced Ms. Martins as CFO on July 1, 2025. |
Summary Compensation Table
| (a) Salary includes amounts deferred under the Company’s Deferred Compensation Plan or 401(k) Plan. For Mr. Cunha, his 2025 salary is prorated to reflect when his employment with the Company commenced in July 2025. Mr. Pahwa’s employment with the Company was in the U.S. through November 2025 and in the U.K. beginning December 2025, at which point he began receiving a base salary to meet applicable minimum salary requirements. Mr. Pahwa’s base salary reflects a monthly average £/$ exchange rate as of the date paid, received or allocated. |
Summary Compensation Table
| (b) Represents the aggregate grant date fair value computed by multiplying the number of shares (in the case of PSUs, based on target level as the probable outcome) by the closing price on the grant date, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation Stock—Compensation. The grant date value of the 2025 stock awards assuming achievement of the highest level of performance conditions are: for Mr. Ferraro, $7,459,359; Mr. Choi, $5,222,547; Mr. Cunha, $1,509,074; Mr. Pahwa, $6,250,094; Mr. Simhambhatla, $1,375,011; Mr. Linnen, $992,467; Ms. Martins $2,551,265. The 2025 stock awards are further discussed in the CD&A. |
Summary Compensation Table
| (c) See a description of the 2025 AIP in the CD&A. |
Summary Compensation Table
| (d) For Mr. Ferraro, in 2025, his pension value increased by $716. While no value is shown for 2024 and 2023, his pension value decreased by $24,644 and $3,220, respectively. Avis froze this qualified defined benefit pension plan to new participation and future benefit accruals as of December 31, 1998. Please see the “Pension Benefits Table” for further information regarding this plan. |
Summary Compensation Table
| (e) All Other Compensation is comprised of the compensation described in the following tables. |
2025 Grants of Plan-Based Awards
2025 Grants of Plan-Based Awards The following table reflects information regarding our annual cash incentive plan and grants of stock awards (RSUs and PSUs) during 2025. We did not grant any stock options during 2025.
2025 Grants of Plan-Based Awards
| Name | Award Type | Grant/ Approval Date | Estimated Possible Payouts Under Equity Incentive Plan Awards(a) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(b) | | | All Other Stock Awards Number of Shares of Stock or Units (#)(c) | Grant Date Fair Value of Stock Awards ($)(d) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Mr. Choi | Annual Incentive | — | 585,938 | 1,171,875 | 1,757,813 | — | — | — | — | — | | | RSU | 3/12/2025 | — | — | — | — | — | — | 29,933 | 1,875,003 | | | PSU – Tranche A | 3/12/2025 | — | — | — | 14,967 | 29,933 | 44,900 | — | 1,875,003 | | | PSU – Tranche B | 3/12/2025 | — | — | — | 4,271 | 8,541 | 8,541 | — | 535,008 | | Mr. Cunha | Annual Incentive | — | 204,795 | 409,589 | 614,384 | — | — | — | — | — | | | RSU | 7/23/2025 | — | — | — | — | — | — | 2,909 | 603,588 | | | PSU – Tranche A | 7/23/2025 | — | — | — | 1,455 | 2,909 | 4,364 | — | 603,588 | | Mr. Pahwa | Annual Incentive | — | — | — | — | — | — | — | — | — | | | RSU | 3/12/2025 | — | — | — | — | — | — | 39,911 | 2,500,025 | | | PSU – Tranche A | 3/12/2025 | — | — | — | 19,956 | 39,911 | 59,867 | | 2,500,025 | | Mr. Simhambhatla | Annual Incentive | | 300,000 | 600,000 | 900,000 | — | — | — | — | — | | | RSU | 3/12/2025 | — | — | — | — | — | — | 7,184 | 450,006 | | | PSU – Tranche A | 3/12/2025 | — | — | — | 3,592 | 7,184 | 10,776 | — | 450,006 | | | PSU – Tranche B | 3/12/2025 | — | — | — | 1,996 | 3,991 | 3,991 | | 249,996 | | Mr. Linnen | Annual Incentive | | 300,000 | 600,000 | 900,000 | — | — | — | — | — | | | RSU | 3/12/2025 | — | — | — | | | | 5,188 | 324,976 | | | PSU – Tranche A | 3/12/2025 | — | — | — | 2,594 | 5,188 | 7,782 | — | 324,976 | | | PSU – Tranche B | 3/12/2025 | — | — | — | 1,437 | 2,874 | 2,874 | — | 180,027 | | Mr. Ferraro | Annual Incentive | — | 650,000 | 1,300,000 | 1,950,000 | — | — | — | — | — | | | RSU | 3/12/2025 | — | — | — | — | — | — | 28,438 | 1,781,356 | | | PSU | 3/12/2025 | — | — | — | 30,215 | 60,430 | 90,645 | — | 3,785,335 | | Ms. Martins | Annual Incentive | — | 437,500 | 875,000 | 1,312,500 | — | — | — | — | — | | | RSU | 3/12/2025 | — | — | — | — | — | — | 13,769 | 862,490 | | | PSU – Tranche A | 3/12/2025 | | | | 6,885 | 13,769 | 20,654 | | 862,490 | | | PSU – Tranche B | 3/12/2025 | — | — | — | 3,153 | 6,306 | 6,306 | — | 395,008 |
2025 Grants of Plan-Based Awards
| (a) Reflects pay opportunity under the 2025 AIP, which is discussed in the CD&A. Amounts actually earned and paid for 2025 performance are reflected in the Summary Compensation Table. Reflects pro-rated amounts for the CEO and CFO transitions as applicable. |
2025 Grants of Plan-Based Awards
| (b) For Mr. Ferraro, represents an award of PSUs which were eligible to vest in March 2026, but did not achieve the minimum level of performance for payout. For the other executives, Tranche A represents awards of PSUs which are scheduled to vest in March 2028, subject to both continued service through the vesting date and attainment of performance goals. Tranche B represents awards of PSUs which are scheduled to vest in March 2027, subject to both continued service through the vesting date and attainment of performance goals. The PSU awards are further described in the CD&A under “2025 Long-Term Incentive Awards”. |
2025 Grants of Plan-Based Awards
| (c) Generally represents RSUs which are scheduled to vest in equal installments on each of the first three anniversaries of the date of grant, subject to continued service through each vesting date. For Mr. Ferraro, represents RSUs granted with a vesting date on March 12, 2026. |
2025 Grants of Plan-Based Awards
| (d) Represents the aggregate grant date fair value computed by multiplying the number of shares (in the case of PSUs, based on target level as the probable outcome) by the closing price on the grant date. |
Outstanding Equity Awards at Fiscal Year-End Table
Outstanding Equity Awards at Fiscal Year-End Table The following table reflects information regarding our outstanding stock awards at December 31, 2025. There were no stock options outstanding.
Outstanding Equity Awards at Fiscal Year-End Table
| | | Stock Awards (a) | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Choi | 3/12/2025 | 29,933(e) | 3,841,003 | 16,463(k) | 2,112,532 | | | 3/12/2025 | — | — | 4,271(l) | 548,055 | | | 3/13/2024 | 5,895(c) | 756,446 | 4,421(i) | 567,303 | | | 3/9/2023 | 1,515(d) | 194,405 | —(j) | — | | Mr. Cunha | 7/23/2025 | 2,909(f) | 373,283 | 1,600(k) | 205,312 | | Mr. Pahwa | 3/12/2025 | 39,911(e) | 5,121,380 | 21,951(k) | 2,816,752 | | Mr. Simhambhatla | 3/12/2025 | 7,184(e) | 921,851 | 3,951(k) | 506,992 | | | 3/12/2025 | — | — | 1,996(l) | 256,127 | | | 3/13/2024 | 2,653(c) | 340,433 | 1,990(i) | 255,357 | | | 3/9/2023 | 758(d) | 97,267 | —(j) | — | | | 7/26/2022 | 17,791(g) | 2,282,941 | — | — | | Mr. Linnen | 3/12/2025 | 5,188(e) | 665,724 | 2,853(k) | 366,097 | | | 3/12/2025 | | — | 1,437(l) | 184,396 | | | 3/13/2024 | 1,916(c) | 245,861 | 1,437(i) | 184,396 | | | 3/9/2023 | 547(d) | 70,191 | —(j) | — | | Mr. Ferraro | 3/12/2025 | 28,438(b) | 3,649,164 | —(h) | — | | | 3/13/2024 | 15,768(c) | 2,023,350 | —(i) | — | | | 3/9/2023 | 4,375(d) | 561,400 | —(j) | — |
Outstanding Equity Awards at Fiscal Year-End Table
| (a) Stock awards reflect RSUs and PSUs, together with the dividend equivalent stock units that accrued on such awards as a result of the special one-time cash dividend paid to stockholders in December 2023 that remain subject to the same vesting conditions as the underlying stock awards. Values are based on the closing price of our Common Stock on December 31, 2025 of $128.32. For PSUs where performance levels have been achieved but remained unvested as of December 31, 2025, the number of shares shown as outstanding reflect the actual achievement. Notes (b)-(l) are set forth below. Ms. Martins is not included because her equity awards were forfeited upon her departure in 2025. |
Outstanding Equity Awards at Fiscal Year-End Table
| Award | Scheduled Vesting | | (b) RSUs | March 12, 2026 subject to vesting under the terms of his Separation Agreement | | (c) RSUs | Two equal installments on March 13, 2026 and 2027. Mr. Ferraro’s RSUs were subject to vesting under the terms of his Separation Agreement. | | (d) RSUs | March 9, 2026. Mr. Ferraro’s RSUs were subject to vesting under the terms of his Separation Agreement. | | (e) RSUs | Three equal installments on March 12, 2026, 2027, and 2028. | | (f) RSUs | Three equal installments on July 23, 2026, 2027, and 2028. | | (g) RSUs | July 26, 2026. | | (h) PSUs | March 12, 2026, based on one-year cumulative Adjusted EBITDA, as discussed in the CD&A, and disclosed above at the actual achievement level. The threshold performance was not attained. For Mr. Ferraro, these PSUs were forfeited under his Separation Agreement. | | (i) PSUs | March 13, 2027, based on three-year cumulative Adjusted EBITDA, and disclosed above at threshold achievement level. For Mr. Ferraro, these PSUs were forfeited under his Separation Agreement. | | (j) PSUs | March 9, 2026, based on three-year cumulative Adjusted EBITDA (75% weighting) and a variable cost metric (25% weighting), and disclosed above at the actual achievement level. | | (k) PSUs | March 12, 2028 (or July 23, 2028 for Mr. Cunha), based on three-year cumulative Adjusted EBITDA, as discussed in the CD&A, and disclosed above at projected vesting level of 55% as of year-end. | | (l) PSUs | March 12, 2027, based on two-year cumulative Adjusted EBITDA, as discussed in the CD&A, and disclosed above at threshold achievement level. |
2025 Option Exercise and Stock Vested Table
2025 Option Exercise and Stock Vested Table The following table reflects information regarding vesting of our stock awards during fiscal 2025. There were no stock options outstanding or exercised.
2025 Option Exercise and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(a) | | Mr. Choi | 21,212 | 2,048,295 | | Mr. Cunha | — | — | | Mr. Pahwa | — | — | | Mr. Simhambhatla | 4,418 | 612,823 | | Mr. Linnen | 10,501 | 1,113,488 | | Mr. Ferraro | 52,072 | 4,777,459 | | Ms. Martins | 6,853 | 462,182 |
2025 Option Exercise and Stock Vested Table
| (a) The value realized on vesting reflects the market value of the shares (before taxes) on the applicable vesting date. |
Pension Benefits Table
Pension Benefits Table
Pension Benefits Table
| Name | Plan Name (a) | Number of Years of Credited Service (#)(a) | Present Value of Accumulated Benefit ($)(a) | Payments During Last Fiscal Year ($) | | Mr. Ferraro | Avis Rent A Car System, LLC Pension Plan | 21 years, 1 month | 350,483 | — |
Pension Benefits Table
| (a) Avis froze its qualified defined benefit pension plan to new participation and future benefit accruals as of December 31, 1998. Mr. Ferraro is the only NEO who participated in this plan. Prior to December 31, 1998, Mr. Ferraro earned the right to receive certain benefits upon retirement at the retirement age of 65 or upon early retirement on or after age 55. For a discussion of the calculation of retirement benefits, please see Note 19 to our audited financial statements for the fiscal year ended December 31, 2025, included in our 2025 Form 10-K. |
Pension Benefits Table
The Avis Rent A Car System, LLC Pension Plan is a qualified, final average pay type of retirement plan that pays unreduced benefits upon attainment of age 65. The retirement benefit is calculated by multiplying years of credited service and final average pay (five highest consecutive years earnings in the ten years immediately preceding the December 31, 1998 plan freeze date) and reducing that amount by a portion of estimated Social Security old age benefits payable at age 65. The normal form of payment is a 50% joint and survivor annuity (assuming the participant is married at the time benefit payments commence). Alternate forms of annuity payments and a lump-sum option may be selected, if approved by the spouse.
Non-qualified Deferred Compensation Table
Non-qualified Deferred Compensation Table
Non-qualified Deferred Compensation Table
| Name | Executive Contributions in Last FY ($)(a) | Registrant Contributions in Last FY ($)(b) | Aggregate Earnings in Last FY ($)(c) | Aggregate Withdrawals/ Distributions ($)(d) | Aggregate Balance at Last FYE ($)(e)(f) | | Mr. Choi | — | — | — | — | — | | Mr. Cunha | — | — | — | — | — | | Mr. Pahwa | — | — | — | — | — | | Mr. Simhambhatla | — | — | — | — | — | | Mr. Linnen | 38,077 | 15,231 | 242,607 | — | 1,654,070 | | Mr. Ferraro | 73,527 | 73,527 | 874,568 | — | 5,886,106 | | Ms. Martins | — | — | 1,277 | (123,534) | — |
Non-qualified Deferred Compensation Table
| (a) Under the deferred compensation plan as in effect during 2025, participants were able to elect to defer a maximum of 80% of base salary and 98% of annual cash incentives. The agreements between participants and the Company must provide that the deferrals under the plan are (1) irrevocable; (2) agreed to before the compensation is earned; and (3) for a specified length of time. Amounts deferred by participants, as well as any matching contributions made by the Company, are typically contributed to a rabbi trust established for the purpose of holding plan assets. Participants may allocate deferrals to one or more deemed investments under the plan. Matching contributions may be subject to such distribution provisions as determined from time to time; however, all of a participant’s account value as a result of plan contributions prior to the 2023 plan year will be distributed in the event of a change in control (as defined in the deferred compensation plan) or in the event that the participant’s service with us terminates as a result of death or disability. A participant in this plan may elect a single lump-sum payment of his or her account, or may elect installments over a period of up to 10 years; however, the participant’s entire account balance will be paid in a single lump-sum following a change in control. |
Non-qualified Deferred Compensation Table
| (b) The Company provides matching contributions for its NEOs up to a cap of 6% of base salary and annual incentive, as applicable. |
Non-qualified Deferred Compensation Table
| (c) All participant deferrals and matching contributions are immediately vested and are held in a grantor trust. Under this arrangement, the Company takes no tax deduction, and the beneficiaries pay no tax on contributions to the trust until amounts are paid. Although funds are potentially subject to the employer’s creditors, they are inaccessible to present and future management until payment is required to be made in accordance with the terms of the plan. |
Non-qualified Deferred Compensation Table
| (d) Amounts represent ordinary-course distributions pursuant to prior payment elections made by the NEOs in accordance with the terms and conditions of the applicable plan (as further discussed in note (a) above). |
Non-qualified Deferred Compensation Table
| (e) Represents total trust assets accumulated for all periods of plan participation through the end of 2025. The aggregate balance is the sum of all participant and registrant contributions and investment earnings less any withdrawals or distributions. |
Non-qualified Deferred Compensation Table
| (f) As of 2025, our deferred compensation plan is the Supplemental Savings Plan which includes amounts previously under different plans that were merged together (the Supplemental Savings Plan, Deferred Compensation Plan and Savings Restoration Plan). |
Potential Payments on Termination or Change of Control
Potential Payments on Termination or Change of Control The table below provides estimated potential severance payments for each NEO, as of December 31, 2025, under the circumstances described (excluding amounts accrued under the pension plan described above or other retirement plans, as applicable). Mr. Ferraro is not included because the amounts paid in connection with his termination of employment under his Separation Agreement are described above. Ms. Martins is not included because she left before year-end and did not receive severance.
Potential Payments on Termination or Change of Control
| Name and Triggering Event (a) | Lump-Sum Severance Payment ($)(b) | Accelerated Vesting of Stock- Based Awards ($)(c) | Continuation of Benefits and Perquisites ($)(d) | Total ($) | | Mr. Choi | | | | | | Resignation or Termination by Company for Cause | — | — | — | — | | Termination due to Death or Disability | 765,351 | 10,863,443 | — | 11,628,794 | | Termination by Company without Cause | 2,467,067 | 1,852,812 | 22,669 | 4,342,548 | | Change of Control Transaction and Termination by Company without Cause or due to a Constructive Discharge | 2,467,067 | 10,863,443 | 22,669 | 13,353,179 | | Change of Control Transaction without Termination | — | — | — | — | | Mr. Cunha | | | | | | Resignation or Termination by Company for Cause | — | — | — | — | | Termination due to Death or Disability | 262,096 | 746,566 | — | 1,008,662 | | Termination by Company without Cause | 928,248 | 124,342 | — | 1,052,590 | | Change of Control Transaction and Termination by Company without Cause or due to a Constructive Discharge | 928,248 | 746,566 | — | 1,674,814 | | Change of Control Transaction without Termination | — | — | — | — |
Potential Payments on Termination or Change of Control
| Name and Triggering Event (a) | Lump-Sum Severance Payment ($)(b) | Accelerated Vesting of Stock- Based Awards ($)(c) | Continuation of Benefits and Perquisites ($)(d) | Total ($) | | Mr. Pahwa | | | | | | Resignation or Termination by Company for Cause | — | — | — | — | | Termination due to Death or Disability | — | 10,242,759 | — | 10,242,759 | | Termination by Company without Cause | 111,709 | 1,707,041 | — | 1,818,750 | | Change of Control Transaction and Termination by Company without Cause or due to a Constructive Discharge | 111,709 | 10,242,759 | — | 10,354,468 | | Change of Control Transaction without Termination | — | — | — | — | | Mr. Simhambhatla | | | | | | Resignation or Termination by Company for Cause | — | — | — | — | | Termination due to Death or Disability | 381,600 | 5,587,053 | — | 5,968,653 | | Termination by Company without Cause | 1,397,752 | 2,857,558 | 23,003 | 4,278,313 | | Change of Control Transaction and Termination by Company without Cause or due to a Constructive Discharge | 1,397,752 | 5,587,053 | 23,003 | 7,007,807 | | Change of Control Transaction without Termination | — | — | — | — | | Mr. Linnen | | | | | | Resignation or Termination by Company for Cause | — | — | — | — | | Termination due to Death or Disability | 390,960 | 2,385,084 | — | 2,776,044 | | Termination by Company without Cause | 2,400,000 | — | 45,802 | 2,445,802 | | Change of Control Transaction and Termination by Company without Cause or due to a Constructive Discharge | 2,400,000 | 2,385,084 | 45,802 | 4,830,886 | | Change of Control Transaction without Termination | — | — | — | — |
Potential Payments on Termination or Change of Control
| (a) Descriptions of the terms “Cause” and “Constructive Discharge” are provided above under the sections captioned “Employment Agreements and Other Arrangements — Definition of Cause” and “Discussion of Change-in-Control Provisions.” |
Potential Payments on Termination or Change of Control
| (b) Lump-sum severance payments due to death or disability, for each NEO, is based on actual annual incentives under the AIP in 2025. For Mr. Linnen, lump sum severance payments, other than due to death or disability, is calculated as of December 31, 2025, based on base salary and target annual incentive and multiplied by 200%. For Messrs. Choi, Cunha, Pahwa and Simhambhatla, lump sum severance payments, other than due to death or disability, are calculated as of December 31, 2025, based on base salary multiplied by 200%, actual incentives earned under the AIP in 2025, and the annual amount of the Company’s contribution towards medical and dental premiums. |
Potential Payments on Termination or Change of Control
| (c) The values of RSUs and PSUs were calculated assuming accelerated vesting as of December 31, 2025 and based on the closing price of our Common Stock of $128.32 on December 31, 2025. Additionally, values are based on actual vesting levels for the 2023 PSUs, and target vesting for the 2024 & 2025 PSUs except for termination without cause or due to constructive discharge as applicable. Descriptions of the accelerated vesting provisions are provided under “Employment Agreements and Other Arrangements.” |
Potential Payments on Termination or Change of Control
| (d) For Mr. Linnen, reflects 24 months of continued health and dental, car benefits and financial planning. For Messrs. Choi, Cunha, Pahwa and Simhambhatla, reflects 12 months of continued participation in financial planning and car benefits, as applicable based on each Executive’s participation in such programs as of December 31, 2025. |
CEO Pay Ratio
CEO Pay Ratio Based on a review of our internal records, we believe that there has not been a change in our employee population or compensation arrangements that would significantly change our pay ratio disclosure as compared to last year. Therefore, for 2025, we relied on the same median employee identified for 2023 (the “Median Employee”) to calculate this year’s pay ratio and calculated the total annual compensation for the Median Employee applying the same methodology used for our named executive officers, as set forth in the Summary Compensation Table above. As Mr. Choi’s 2025 total compensation shown in the Summary Compensation Table does not reflect a full year of CEO pay, we annualized the CEO portion of his compensation. Under this methodology, total compensation for 2025 for our CEO was $7,518,979. Our Median Employee’s total compensation for 2025 was $49,818. The ratio of our CEO’s pay to the pay of our Median Employee for 2025 is 151 to 1.
Pay Versus Performance
Pay Versus Performance In accordance with Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are required to disclose the relationship between executive compensation actually paid (“CAP”) by us and our financial performance over the applicable time period of the disclosure.
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | SCT Total for PEO (Choi) (a)(b) ($) | CAP to PEO (Choi) (a)(c) ($) | SCT Total for PEO (Ferraro) (a)(b) ($) | CAP to PEO (Ferraro) (a)(c)(d) ($) | Average SCT Total for Non- PEO NEOs (e)(f) ($) | Average CAP to non-PEO NEOs (e)(g) ($) | TSR (h) ($) | Peer Group TSR (h) ($) | Net Income (Loss) ($) (billions) | Adjusted EBITDA (i) ($) (billions) | | 2025 | 5,921,410 | 5,247,145 | 7,995,354 | 7,653,364 | 2,699,327 | 2,320,926 | 361.89 | 149.32 | (0.995) | 0.748 | | 2024 | N/A | N/A | 6,922,790 | (7,135,061) | 2,022,258 | (1,595,196) | 227.34 | 134.49 | (1.817) | 0.628 | | 2023 | N/A | N/A | 10,274,921 | 17,022,638 | 3,535,130 | 5,335,554 | 499.91 | 132.43 | 1.635 | 2.490 | | 2022 | N/A | N/A | 13,010,743 | 5,274,544 | 5,079,055 | 2,547,482 | 439.49 | 109.81 | 2.756 | 4.133 | | 2021 | N/A | N/A | 8,594,555 | 64,815,057 | 3,344,194 | 21,392,900 | 555.95 | 133.21 | 1.283 | 2.411 |
Pay Versus Performance Table
| (a) In 2025, Mr. Choi served as the PEO starting July 1, 2025, and Mr. Ferraro served as PEO until that date. The PEO for each other year is Mr. Ferraro. |
Pay Versus Performance Table
| (b) Values reflect total compensation as shown in the Summary Compensation Table for each year shown. Because Mr. Choi served as an executive officer (Chief Transformation Officer) during 2025 until his appointment as PEO, his total compensation for 2025 is included, and he is included in the Non-PEO NEO column for other years as noted below. |
Pay Versus Performance Table
| (c) In accordance with Item 402(v) of Regulation S-K, CAP (or Compensation Actually Paid) is calculated first by subtracting the amounts shown in the Stock Awards column of the Summary Compensation Total for each applicable year. (For 2025, the Stock Award amount was $4,285,014 for Mr. Choi and $5,566,691 for Mr. Ferraro. For prior years, the amount is set forth in the Summary Compensation Table shown elsewhere in this proxy or in the proxy statement for the applicable year.) Then the following adjustments are made to the calculation for each PEO for the year(s) in which each served as PEO: |
Pay Versus Performance Table
Mr. Choi:
Pay Versus Performance Table
| Year | Fair value at 12/31 of equity awards granted during the year and unvested at 12/31 ($) | Fair value at vesting of equity awards granted and vested in the year ($) | Change in fair value during the year of equity awards outstanding both on 1/1 and 12/31 ($) | Change in fair value during the year of equity awards outstanding on 1/1 that vested during the year ($) | Forfeitures of equity awards that had value on 1/1 that failed to vest during the year ($) | | 2025 | 2,891,002 | — | 381,351 | 338,395 | — |
Pay Versus Performance Table
Mr. Ferraro:
Pay Versus Performance Table
| Year | Fair value at 12/31 of equity awards granted during the year and unvested at 12/31 ($) | Fair value at vesting of equity awards granted and vested in the year ($) | Change in fair value during the year of equity awards outstanding both on 1/1 and 12/31 ($) | Change in fair value during the year of equity awards outstanding on 1/1 that vested during the year ($) | Forfeitures of equity awards that had value on 1/1 that failed to vest during the year ($) | | 2025 | 3,649,164 | — | 996,318 | 579,935 | — | | 2024 | 2,859,882 | — | (5,909,341) | (5,658,310) | — | | 2023 | 5,181,398 | — | 996,802 | 5,769,633 | — | | 2022 | 8,197,914 | — | (8,584,873) | 850,627 | — | | 2021 | 20,813,727 | — | 35,195,582 | 5,211,225 | — |
Pay Versus Performance Table
| (d) For Mr. Ferraro for 2025, $716 of pension earnings in the Summary Compensation Total has been removed when calculating CAP, and no additional pension values have been included for any years as there are no service costs because the Avis Rent A Car System, LLC Pension Plan was frozen as of December 31, 1998. |
Pay Versus Performance Table
| (e) The non-PEO NEOs for 2025 are Ms. Martins and Messrs. Cunha, Pahwa, Simhambhatla and Linnen; for 2024 are Ms. Martins and Messrs. Choi, Simhambhatla and Linnen; for 2023 and 2022 are Messrs. Choi, Hees and Simhambhatla and Ms. Martins; for 2021 are Messrs. Choi, Hees, Sita, and Rankin. |
Pay Versus Performance Table
| (f) Values reflect the average total compensation as shown in the Summary Compensation Table for the non-PEO NEOs for each year shown. |
Pay Versus Performance Table
| (g) In accordance with Item 402(v) of Regulation S-K, CAP is calculated first by subtracting the average of the amounts shown in the Stock Awards column of the Summary Compensation Total for each applicable year. (For 2025, the individual Stock Award amounts for our non-PEO NEOs were $1,207,176, $5,000,050, $1,150,008, $829,979 and $2,119,988. For prior years, the amount is set forth in the Summary Compensation Table shown elsewhere in this proxy or in the proxy statement for the applicable year.) Then the following adjustments are made to the calculation: |
Pay Versus Performance Table
| Year | Fair value at 12/31 of equity awards granted during the year and unvested at 12/31 ($) | Fair value at vesting of equity awards granted and vested in the year ($) | Change in fair value during the year of equity awards outstanding both on 1/1 and 12/31 ($) | Change in fair value during the year of equity awards outstanding on 1/1 that vested during the year ($) | Forfeitures of equity awards that had value on 1/1 that failed to vest during the year ($) | | 2025 | 1,930,175 | — | 244,795 | 86,690 | (578,621) | | 2024 | 704,965 | — | (1,848,540) | (1,155,076) | — | | 2023 | 1,818,532 | — | 263,742 | 1,618,281 | — | | 2022 | 3,955,662 | — | (1,719,420) | (980,296) | — | | 2021 | 6,595,092 | — | 11,794,300 | 1,534,325 | — |
Pay Versus Performance Table
| (h) Total Shareholder Return (“TSR”) is determined based on the value of an initial fixed investment of $100 on December 31, 2020. The peer group TSR reflects the Dow Jones US Transportation Average Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K under the Exchange Act and included in our 2025 Form 10-K. |
Pay Versus Performance Table
| (i) The Company-selected measure is Adjusted EBITDA, which is a non-GAAP financial metric. We define Adjusted EBITDA as income (loss) from continuing operations before non-vehicle related depreciation and amortization; long-lived asset impairment and other related charges; other fleet charges; restructuring and other related charges; early extinguishment of debt costs; non-vehicle related interest; transaction-related costs, net; legal matters, net, which primarily includes amounts recorded in excess of $5 million, related to unprecedented self-insurance reserves for allocated loss adjustment expense, class action lawsuits and personal injury matters; non-operational charges related to shareholder activist activity, which includes third party advisory, legal and other professional fees; COVID-19 charges, net; cloud computing costs; other (income) expense, net; severe weather-related damages in excess of $5 million, net of insurance proceeds; and income taxes. This non-GAAP measure is a performance metric in our incentive programs, as described in the Compensation Discussion and Analysis section above. |
Analysis of the Information Presented in the Pay Versus Performance Table
Analysis of the Information Presented in the Pay Versus Performance Table As required by Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between CAP and the metrics presented in the Pay Versus Performance table. For the period shown in the table above, the amount of CAP generally is aligned with the Company’s TSR. For this same period, our TSR has exceeded that of the peer group TSR presented in the table. The alignment of CAP with the Company’s TSR (and its relative TSR to the peer group) over the period presented is because a significant portion of the CAP is in the form of equity awards the value of which varies year to year for purposes of this table depending on the stock price (including for unvested awards). For example, our TSR for the period ending 2025 increased compared to the period ending 2024, and the CAP also increased from 2024 to 2025, whereas CAP had decreased from 2023 to 2024 when our TSR for the relative periods also decreased. While the Company does not use net income as a performance measure in its executive compensation program, the measure of net income is correlated with the measure of Adjusted EBITDA, which is a performance goal under both the annual and long-term incentive compensation programs. As shown in the table above, the amount of CAP does not necessarily align with the Company’s net income and Adjusted EBITDA over the five years presented in the table, primarily as a result of the impact of stock price on the calculation of CAP (including for awards that remain unvested and unearned) as described above.
Director Compensation
Director Compensation For 2025, our non-employee directors were eligible to receive an annual director retainer of $250,000. To reflect their additional responsibilities, the Lead Independent Director and the chairs and members of the Audit, Compensation and Corporate Governance Committees were also eligible to receive additional annual retainers in 2025 at the rates set forth below.
Director Compensation
| | Annual Retainers ($) | | Lead Independent Director | 30,000 | | Audit Committee Chair | 35,000 | | Audit Committee Member | 15,000 | | Compensation Committee Chair | 30,000 | | Compensation Committee Member | 15,000 | | Corporate Governance Committee Chair | 30,000 | | Corporate Governance Committee Member | 12,000 |
Director Compensation
Annual retainers described above (collectively, “Director Fees”) are paid (i) 50% in cash on a quarterly basis and (ii) 50% in the form of an annual RSU award with vesting scheduled on the one-year anniversary of the grant date, subject to an annual cap of 30,000 units. Under the Company’s deferred compensation plan applicable to non-employee directors (the “NED Plan”), directors were permitted to elect to defer all or a portion of their Director Fees. Directors who elected to defer cash fees were permitted to choose from various investment choices similar to those available to the NEOs under our executive deferred compensation plan or to receive an increased RSU award in lieu of some or all of such cash fees. Deferred units would convert on a one-on-one basis into the Company’s Common Stock upon termination of service, a change in control, or at a different time based on a director’s election. In October 2025, the NED Plan was terminated, so that no further deferrals can be made and requiring distributions as promptly as practicable after the 12-month anniversary of the termination. Directors do not receive any meeting fees or any benefits such as life or medical insurance. Any member of the Board who is also an officer or employee of our Company does not receive compensation for serving as a director. Directors are eligible for limited matching of charitable contributions through the Avis Budget Group Charitable Foundation and are also eligible to purchase vehicles through the auto lease program we make available to our employees; however, such purchases do not result in an associated incremental cost to the Company.
2025 Director Compensation Table
2025 Director Compensation Table
2025 Director Compensation Table
| Name of Director | Fees Earned or Paid In Cash ($)(a) | Stock Awards ($)(b) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(c) | Total ($) | | Pahwa, Jagdeep (d) | — | — | — | — | — | | Hariharan, Anu | 132,500 | 132,529 | — | 5,000 | 270,029 | | Hees, Bernardo | 125,000 | 124,943 | — | 5,000 | 254,943 | | Krominga, Lynn | 170,000 | 170,021 | — | 5,000 | 345,021 | | Lurie, Glenn | 150,000 | 149,967 | — | 5,000 | 304,967 | | Sarma, Karthik (d) | — | — | — | — | — |
2025 Director Compensation Table
| (a) Represents the cash portion of the Director Fees described above. |
2025 Director Compensation Table
| (b) Represents the aggregate grant date fair value of RSU awards computed in accordance with FASB ASC Topic 718. The number of stock units are determined by dividing the applicable portion of the Director Fees by the Company’s closing stock price on the date of grant (rounded to the nearest whole number of shares). |
2025 Director Compensation Table
Outstanding stock awards (including unvested RSU awards and deferred stock units under the NED Plan, together with underlying dividend equivalent stock units (“DEUs”)) for the Company’s non-employee directors at fiscal year-end are as follows: for Ms. Hariharan, 3,990; for Mr. Hees, 10,179 and 10,095 unvested PSUs, along with underlying DEUs; for Ms. Krominga, 30,354; and for Mr. Lurie, 16,054. See the Outstanding Equity Awards table for Mr. Pahwa’s awards as Executive Chairman. In addition to his compensation under our non-employee director policy, Mr. Hees received an additional equity award in 2025 to recognize his long-time service as Executive Chairman, which was an RSU grant with a grant date value of approximately $405,000.
2025 Director Compensation Table
| (c) Includes discretionary matching contributions available through The Avis Budget Group Charitable Foundation for all non-employee directors. |
2025 Director Compensation Table
| (d) See the Summary Compensation Table for Mr. Pahwa’s compensation as Executive Chairman. Mr. Sarma waived compensation for Board service for 2025. |