Hertz 2014 Annual Report Download - page 234

Table of Contents

 
business goals and the price and performance of Hertz Holdings’ common stock.
  Long-term
results are important to Hertz Holdings’ stockholders and our Compensation Committee believes that a compensation program that
rewards results both annually and on a year-over-year basis provides the framework for superior long-term performance.
  Our Compensation
Committee believes our compensation program should provide a combination of incentives that will allow us to hire, retain and reward
talented individuals at every position.
  Our Compensation Committee
believes that responsible use of different types of incentives will create and foster a culture of growth that is sustainable and appropriate
for our Company.

The Compensation Committee has the authority to retain outside advisors as it deems appropriate. From July 2008 to November 2014, the
Compensation Committee engaged Semler Brossy Consulting Group LLC (“Semler Brossy”) as its compensation consultant to provide advice and
information. In November 2014, the Compensation Committee, after review of the services provided by Semler Brossy and relevant independence
considerations, transitioned from Semler Brossy and engaged Frederic Cook as its compensation consultant. Frederic Cook’s responsibilities
include:
• reviewing and advising on total executive compensation, including salaries, short‑ and long‑term incentive programs and relevant
performance goals;
• advising on industry trends, important legislation and best practices in executive compensation;
• advising on how to best align pay with performance and with our business needs; and
• assisting the Compensation Committee with any other matters related to executive compensation arrangements, including senior
executive employment agreements.
The Compensation Committee reviews our compensation programs in light of Frederic Cook’s recommendations and adjusts compensation as the
Compensation Committee sees fit. However, the decisions made by the Compensation Committee are the responsibility of the Compensation
Committee, and may reflect factors other than the recommendations and information provided by Frederic Cook. Frederic Cook does not perform
any services for the Company other than its role as advisor to the Compensation Committee. Before engaging any compensation consultant, it is
the Compensation Committee’s practice to determine the compensation consultant’s independence and whether any conflicts of interest would be
raised by the engagement of the compensation consultant. The Compensation Committee believes that the work of the compensation consultants
did not raise any conflicts of interest and the compensation consultants engaged by the Compensation Committee are independent.

In determining the appropriate levels of our compensation programs, our CEO traditionally provides his input to the Compensation Committee on
topics that he believes are important. As part of this process, our CEO obtains data from and has discussions with our Chief Human Resources
Officer or other appropriate executives. Our CEO’s reviews and observations regarding performance provide additional data for the Compensation
Committee to consider regarding our overall compensation program. In addition, the Independent Non-Executive Chair, who is the Chair of the
Compensation Committee, has an integral role in the determination of our CEO’s compensation through her independent review and discussions
with various parties. Because our Independent Non-Executive Chair is the Chair of the Compensation Committee, the Board believes that this
provides the requisite focus on evaluating the CEO and setting his compensation relative to his performance. Although our Compensation
Committee may give weight to our CEO’s input, in all cases, the final determinations over compensation reside with the Compensation Committee
or, if directed by the Board, in the case of our CEO, with the independent members of our Board.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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