Hertz 2014 Annual Report Download - page 271

Table of Contents

 


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


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




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



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



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




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Severance payment
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—
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1,128,883
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—
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—
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1,128,883
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Pro rata bonus
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—
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28,219 (2)
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—
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—
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276,150
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Continued benefits
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—
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10,932
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—
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—
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12,772 (3)
SERP II Increase
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—
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—
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—
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—
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291,800
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Outplacement
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—
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25,000
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—
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—
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25,000
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Excise tax gross up
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—
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—
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—
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—
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—
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Life Insurance Payment
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—
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—
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—
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394,500 (4)
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—
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Payment for Outstanding PSUs
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—
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—


—
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545,558 (5)
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1,616,310
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Payment for Outstanding Options
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—
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—
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
—
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96,121 (5)
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96,121
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Total
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—
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1,193,034
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—
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1,036,179

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3,447,036
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(1) Mr. Broome resigned effective July 1, 2015. For a description of his separation agreement, see "Employment Agreements, Change in Control Agreements and Separation
Agreements-Other Named Executive Officers-Separation Agreement with Richard D. Broome."
(2) Reported as actual bonus paid for 2014.
(3) Includes life insurance benefits in addition to healthcare benefits for covered period.
(4) Life insurance payment only payable upon death.
(5) Represents the incremental vesting value of outstanding awards which vest in the event of death or disability.

The Board believes that a significant portion of non‑employee director compensation should align director interests with the interests of Hertz
Holdings’ stockholders. As a result, Hertz Holdings’ Board has approved the Hertz Global Holdings, Inc. Directors Compensation Policy (the
“Director Compensation Policy”), pursuant to which our non‑employee directors were entitled to the following compensation:

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‑
Board
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Annual Cash Retainer: $ 85,000 Restricted Stock Unit Grant: $ 125,000
Audit
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Annual Chair Fee: $ 35,000 Annual Member Fee: $ 17,500
Compensation
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Annual Chair Fee: $ 30,000 Annual Member Fee: $ 15,000
Nominating and Governance
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Annual Chair Fee: $ 25,000 Annual Member Fee: $ 12,500
Executive and Finance(1)
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Annual Chair Fee: $ 17,500 Annual Member Fee: $ 17,500
(1) The Executive and Finance Committee was dissolved in connection with Hertz Holdings’ entry into the Nomination and Standstill Agreement on September 15, 2014. The
Board established the Financing Committee on October 16, 2014. Directors are not compensated for serving as members of the Financing Committee.
Under the Director Compensation Policy, the Lead Director is entitled to receive a $100,000 annual cash retainer. However, our Board has
determined that in light of Ms. Fayne Levinson’s increased responsibilities as Independent Non-Executive Chair, she instead shall receive an
annual fee of $350,000, payable in the form of shares of common stock of Hertz Holdings, except that if Hertz Holdings is unable to issue
registered shares under an effective Form S-8 at the time quarterly cash payments are to be made, any amount otherwise payable in shares is
paid in cash for purposes of the relevant quarter. Hertz Holdings does not pay additional fees to directors for attending Board or committee
meetings.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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