Hertz 2014 Annual Report Download - page 272

Table of Contents

 
Cash fees for Board and committee service are payable quarterly in arrears. A director may elect, annually in advance, to receive shares of Hertz
Holdings’ common stock having the same fair market value in lieu of such cash fees. A director may elect to receive shares of phantom stock
rather than receiving cash fees if the requirements for such deferral are satisfied under applicable tax law. Any director electing to receive phantom
shares will receive actual shares of Hertz Holdings’ common stock on the earlier of when the director no longer serves on our Board or a change in
control of Hertz Holdings. Any fee that a director elected to defer is credited to the director’s stock account and is deemed to be invested in a
number of phantom shares equal to the number of shares of common stock that would otherwise have been delivered.
The restricted stock units are granted to directors after Hertz Holdings’ annual stockholder meeting and have an equivalent fair market value to
such dollar amount on the date of grant. Provided the director is still serving on our Board, these restricted stock units vest on the business day
immediately preceding Hertz Holdings’ next annual meeting of stockholders.
We also reimburse our directors for reasonable and necessary expenses they incur in performing their duties as directors, and our directors are
entitled to free worldwide car rentals. Any non‑employee director who serves for at least five years will, after retirement from such service as a
director, be eligible for Hertz #1 Club Platinum Card status and free worldwide car rentals up to a maximum of 90 days each year for fifteen years
after his or her retirement.
For services rendered during the year ended December 31, 2014, our non‑employee directors received the following compensation:
‑

















Barry H. Beracha


110,417



125,004



—



235,421

Carl T. Berquist(5)


135,000



125,004



—



260,004

Michael J. Durham


115,000



125,004



—



240,004

Carolyn N. Everson(5)


103,125



125,004



—



228,129

Debra J. Kelly‑Ennis(5)


97,500



125,004



—



222,504

Vincent J. Intrieri


17,118



—



—



17,118

Michael F. Koehler


115,000



125,004



—



240,004

Philippe P. Laffont(5)


85,417



125,004



—



210,421

Linda Fayne Levinson


195,699



125,004



—



320,703

Samuel Merksamer


16,283



—



—



16,283

Daniel A. Ninivaggi


16,700



—



—



16,700

George W. Tamke(6)


163,125



—



13,026



176,151

Henry C. Wolf


100,000



125,004



—



225,004

(1) All compensation is for services rendered as directors, including annual retainer fees and committee and chair fees as set forth above. For those directors who joined our
Board or resigned from our Board in 2014, the cash retainer fees were pro‑rated for their service.
(2) The value disclosed is the aggregate grant date fair value of 4,351 restricted stock units granted to each director, except for Messrs. Intrieri, Merksamer and Ninivaggi,
based on a grant date of May 14, 2014 and computed pursuant to FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in the Note 7-
Stock-Based Compensation to the Notes to our consolidated financial statements included in this Annual Report. Due to his resignation from our Board in 2014, Mr. Tamke
forfeited his grant of restricted stock units made in 2014. The grants of restricted stock units to Messrs. Laffont, Beracha and Wolf vested upon their resignation.
(3) In addition to the restricted stock units reported above in footnote 2, Messrs. Berquist and Durham each own 23,350 options. As of December 31, 2014, Mr. Berquist owned
54,696 phantom shares, Ms. Everson owned 6,033 phantom shares, Ms. Kelly‑Ennis owned 5,742 phantom shares, Mr. Intrieri owned 789 phantom shares and Mr. Laffont
owned 2,738 phantom shares.
(4) Perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is less than $10,000.
(5) Elected to receives fees that would otherwise be payable in cash in the form of phantom shares.
(6) Elected to receive fees that would otherwise be payable in cash in the form of shares of common stock.
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Source: HERTZ GLOBAL HOLDINGS INC, 10-K, July 16, 2015 Powered by Morningstar® Document Research℠
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