Hertz 2014 Annual Report Download - page 230

Table of Contents



The Company has adopted Standards of Business Conduct, which applies to all directors, officers and employees, and the Directors’ Code of
Business Conduct and Ethics, which is applicable to the Board. The full text of the Standards of Business Conduct and Directors’ Code of
Business Conduct and Ethics is included with the Corporate Governance information available on the Company’s website at www.hertz.com. The
Company intends to disclose any changes in or waivers from its Standards of Business Conduct or Directors’ Code of Business Conduct and
Ethics by posting such information on its website or by filing a Current Report on Form 8-K.

Hertz Holdings and Hertz each have an Audit Committee consisting of the following directors, all of whom were determined to be independent
under Rule 10A-3 of the Exchange Act, NYSE rules and our Corporate Governance Guidelines: Carl T. Berquist (Chair), Michael J. Durham,
Vincent J. Intrieri, Debra J. Kelly-Ennis, and Michael F. Koehler. Each member of the Audit Committee is “financially literate” under NYSE rules
and Messrs. Berquist, Intrieri, Durham and Koehler were determined to be “audit committee financial experts” under SEC rules.


In accordance with SEC rules, the following Compensation Discussion and Analysis summarizes the compensation paid to our named executive
officers (“NEOs”) in 2014. References to “our Compensation Committee” include the Compensation Committee of Hertz Holdings and Hertz and
references to “our Board” or “our Board of Directors” refer to the boards of directors of Hertz Holdings and Hertz. Except where the context
otherwise requires, references to “we” “our” and “our Company” in this Compensation Discussion and Analysis include both Hertz Holdings and
Hertz.

Our Company’s financial and operating performance during 2014 was very disappointing. With respect to all of the financial measures used to
measure success under our Company’s annual and long-term incentive plans, results were below target expectations and, in four out of five cases,
below threshold. In addition, a review of our Company’s accounting controls resulted in the conclusion that there were accounting misstatements,
which have required restatement of financial results for 2011 through 2013 and delayed filing of the financial statements for 2014. The Explanatory
Note to this Annual Report on Form 10-K and Note 2, "Restatement" to the Notes to our consolidated financial statements included in this Annual
Report on Form 10-K under the caption Item 8, "Financial Statements and Supplementary Data" provide further details about these events. These
events were reflected in Hertz Holdings’ stock price, which declined 13% from January 1, 2014 to December 31, 2014.
These poor results had major consequences on our executive compensation program.

The three main elements of compensation we pay to our NEOs are salary, an annual cash bonus under Hertz Holdings’ Senior Executive Bonus
Plan and equity awards based on the performance of our Company.
 : We either did not increase salaries (including the salaries
for our former CEO, Mark Frissora and our current CFO, Thomas Kennedy (who was hired in December 2013), and our former Group
President, Rent-A-Car Americas, Scott Sider), or provided modest, market-based increases (ranging from 2% to 3%) for our other NEOs.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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