Hertz 2014 Annual Report Download - page 232

Table of Contents

 
unit performance by removing multiple performance and operating goals for business unit performance. Instead, API measured at
the business unit level will be a portion of the award for certain business unit executives.
•     Instead of potential payouts that could equal 300% of target for specified levels of high
performance under the 2014 plan and in certain circumstances be even highermaximum payouts under Hertz Holdings’ Senior
Executive Bonus Plan have been generally reduced to 160% of target for participants.
•
• PSUs based on Corporate EBITDA
will comprise 50% (instead of the previous 70%) of each NEO’s long-term equity award. The Corporate EBITDA targets that have
been established for 2015, 2016, and 2017 are significantly higher than 2014 Corporate EBITDA and increase each year. 1/3 of
the PSUs will be earned each year, depending on whether that year’s target is met and, if not met, no PSUs will be earned for that
year. Earned PSUs will vest as a single tranche at the end of three years after the certification of results for the last performance
period covered by the award.
• PSUs based on Corporate EBITDA margin, which were earned if Corporate
EBITDA margin equaled 75% of the prior year’s margin, have been eliminated.
•    50% of each NEO’s long-term equity incentive award will consist of stock options, reflecting the
Compensation Committee’s view that shareholder interests are best advanced at this time with a stock incentive that only
provides value when the price of Hertz Holdings’ common stock increases.
•    Pursuant to Mr. Tague’s employment agreement (as will be further described
below), while the CEO’s long-term incentives have also been awarded in the form of PSUs and stock options, (1) 50% of his
options vest based on his meeting goals with respect to developing a business plan and assembling a management team, and (2)
the remaining awards vest based on our Company achieving certain revenue efficiency measures for the 2015-2017 time period.
We believe our compensation decisions are consistent with our continuing commitment to best practices in corporate governance and executive
compensation design, which can be summarized as follows:
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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