HTZ DEF 14A Report ended March 13, 2020

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Time and Date:	10:30 AM (Eastern Time), on Wednesday, May 6, 2020

Place:	Via the Internet at www.virtualshareholdermeeting.com/HTZ2020

Record Date:	March 13, 2020

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•	“ 2019 Annual Report” means the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 .

•	"2019 Annual Meeting" means the 2019 annual meeting of our stockholders.

•	" 2020 Annual Meeting" means the 2020 annual meeting of our stockholders.

•	“Adjusted Corporate EBITDA” is a non-GAAP measure. For the definition of "Adjusted Corporate EBITDA" and its reconciliation to its most comparable GAAP measure see Annex A to this proxy statement.

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•	"All Other Operations" means the reportable segment comprised primarily of the Company's Donlen business, and the Company's other business activities, that comprise less than 1% of revenues and expenses of the segment.

•	“Board” means the Board of Directors of the Company.

•	"By-Laws" means the Company's Amended and Restated By-Laws effective as of June 30, 2016.

•	“common stock” means the common stock of the Company.

•	"Code" means the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

•	“Company” means Hertz Global Holdings, Inc., which was formerly known as Hertz Rental Car Holding Company, Inc. until June 30, 2016, and “we,” “us” and “our” mean the Company and its consolidated subsidiaries.

•	"Donlen" means Donlen Corporation, a consolidated subsidiary of the Company. Donlen conducts our vehicle leasing and fleet management services.

•	"Exchange Act" means the Securities Exchange Act of 1934, as amended.

•	"Existing Plan" means the Amended and Restated Hertz Global Holdings, Inc. 2016 Incentive Plan.

•	"FASB" means the Financial Accounting Standards Board.

•	“former Hertz Holdings” means Hertz Global Holdings, Inc., which was renamed Herc Holdings Inc. on June 30, 2016 in connection with the separation of former Hertz Holdings' car rental business from the equipment rental business through a reverse spin-off, which was completed on June 30, 2016.

•	"GAAP" means accounting principles generally accepted in the U.S.

•	“Hertz” means The Hertz Corporation, our primary operating company.

•	"International RAC" means our international rental car reportable segment.

•	“Net Non-vehicle Debt” is a non-GAAP measure. For the definition of "Net Non-vehicle Debt" and its reconciliation to its most comparable GAAP measure see Annex A to this proxy statement.

•	"NYSE" means the New York Stock Exchange.

•	"NYSE Corporate Governance Standards" means the Corporate Governance Standards of the NYSE Listed Company Manual.

•	"PCAOB" means the Public Company Accounting Oversight Board.

•	"Prior Plan" means the Hertz Global Holdings, Inc. 2016 Omnibus Incentive Plan.

•	"Rights Offering" means the Company's rights offering providing for the issuance of new shares of common stock that closed in July 2019.

•	"Savings Plan" means The Hertz Corporation Supplemental Income Savings Plan.

•	"SEC" means the U.S. Securities and Exchange Commission.

•	"TNC" means Transportation Network Company.

•	"Topic 718" means the FASB Accounting Standards Codification Topic 718.

•	"U.S." means the United States of America.

•	"U.S. RAC" means the U.S. rental car reportable segment.

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●	Review candidates’ qualifications for membership on the Board based on the criteria approved by the Board and taking into account the enhanced independence, financial literacy and financial expertise standards that may be required under law or the NYSE Corporate Governance Standards for committee membership purposes;

●	In evaluating current directors for re-nomination to the Board, assess the performance and independence of such directors; and

●	Periodically review the composition of the Board in light of the current challenges and needs of the Board and the Company, and determine whether it may be appropriate to add or remove individuals after considering issues of judgment, diversity, age, skills, background, experience and independence;

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●	the Company was or is to be a participant;

●	the amount involved is reasonably likely to exceed $120,000; and

●	any related person had or will have a direct or indirect material interest.

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●	When a Board member or a member of his or her family takes actions or has interests that may make it difficult for the Board member to make decisions on behalf of the Company objectively and effectively;

●	Where a Board member or a member of his or her family has a financial interest in, or is engaged, directly or indirectly, in the management of an organization that deals with the Company as a supplier, contractor, purchaser or distributor of the Company’s products or services, or is a competitor; and

●	Where a Board member renders services to another organization or individual as an employee, agent, consultant or director if the organization or individual is doing or seeking to do business with the Company or is a competitor.

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Agreements with the Icahn Group. In June 2016, the Company entered into a confidentiality agreement (the “Confidentiality Agreement”) with Carl C. Icahn, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., Vincent J. Intrieri, Samuel J. Merksamer and Daniel A. Ninivaggi (collectively, the “Icahn Group”). At the 2017 annual meeting of stockholders, Mr. Merksamer did not seek re-nomination and Mr. Cho was nominated and elected to our Board. Messrs. Intrieri, Ninivaggi and Cho, each of whom is currently appointed as a director of the Company pursuant to the Confidentiality Agreement, are permitted to disclose confidential information to representatives of the Icahn Group pursuant to such agreement. Until the date that the Icahn Group no longer has a designee on the Company's Board, the Icahn Group agrees to vote all of its shares of common stock of the Company in favor of the election of all of the Company's director nominees at each annual or special meeting of the Company. Mr. Intrieri and Mr. Ninivaggi are no longer employees of the Icahn Group and its affiliated entities.

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Transactions and Agreements between the Company and Hertz. In June 2017, Hertz entered into a master loan agreement with the Company for a facility size of up to $425 million at an interest rate based on the U.S. Dollar LIBOR rate plus a margin (the "2017 Master Loan"). In June 2018, upon expiration of the 2017 Master Loan, Hertz entered into a master loan agreement with the Company for a facility size of $425 million with an expiration in June 2019 (the "2018 Master Loan") where amounts outstanding under the 2017 Master Loan were transferred to the 2018 Master Loan.

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Other Relationships. In connection with its vehicle rental businesses, the Company enters into millions of rental transactions every year involving millions of customers. In order to conduct those businesses, the Company also procures goods and services from thousands of vendors. Some of those customers and vendors may be affiliated with members of the Company's Board. The Company believes that all such rental and procurement transactions involved terms no less favorable to the Company than those that it believes would have been obtained in the absence of such affiliation. The Company's Nominating and Governance Committee oversees compliance through our Standards of Business Conduct, reviews conflicts of interest involving directors and determines whether to approve each transaction that involves the Company or any of its affiliates, on one hand, and (directly or indirectly) a director or member of his or her family or any entity managed by any such person, on the other hand.

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(1)	All compensation is for services rendered as directors for service on the Company’s Board, including annual retainer fees and committee and chair fees (whether payable in cash or in shares of common stock) as set forth above.

(2)

The values disclosed are the aggregate grant date fair values of 8,033 RSUs granted to each eligible director on May 24, 2019, which was adjusted to 8,635 RSUs as a result of the Rights Offering, which is the aggregate number of RSUs held by our directors as of December 31, 2019. The grant date fair value was computed pursuant to FASB Topic 718 and the awards to the directors were granted on May 24, 2019. Assumptions used in the calculation of these amounts are included in the Note entitled "Stock-Based Compensation" in the notes to our consolidated financial statements included in the 2019 Annual Report. The RSUs granted to each director in 2019 will settle on the earlier to occur of the business day immediately preceding the Company's next annual meeting of stockholders and the date on which the director ceases to serve on our Board.

(3)	Value of free car rentals under the Company's Director Car Rental Program.

(4)	Mr. Intrieri elected to receive 100% of fees that would otherwise be payable in cash in the form of phantom shares. Mr. Ninivaggi elected to receive 50% of fees that would otherwise be payable in cash in the form of phantom shares.

(5)	For the year ended December 31, 2019, Mr. Ninivaggi was issued 5,089 phantom shares and Mr. Intrieri was issued 20,012 phantom shares.

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●	Conducted a competitive process to determine the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019 and selected EY as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019;

●	Met with our CEO and senior members of the Company’s financial management team at each regularly scheduled meeting;

●	Held separate private sessions, during its regularly scheduled meetings, with each of the Company’s Chief Audit Executive and the independent auditors, at which candid discussions regarding financial management, legal, accounting, auditing and internal control issues took place;

●	Met with independent legal counsel to the Audit Committee, who attended each meeting including private sessions;

●	Met with the Chief Compliance Officer to discuss the effectiveness of the Company’s compliance program and regularly received status reports of compliance issues;

●	Received periodic updates on management’s process to assess the adequacy of the Company’s system of internal control over financial reporting, the framework used to make the assessment and management’s conclusions on the effectiveness of the Company’s internal control over financial reporting;

●	Discussed with the independent auditors the Company’s internal control assessment process, management’s assessment with respect thereto and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting;

●	Reviewed and discussed with management and the independent auditors the Company’s earnings releases and quarterly and annual reports on Form 10-Q and Form 10-K, respectively, prior to filing with the SEC;

●	Reviewed the Company’s internal audit plan and the performance of the Company’s internal audit function; and

●	Reviewed and assessed the guidelines and policies governing the Company’s risk management and oversight processes.

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●	The firm's performance in preparing or issuing an audit report or performing other audit, review or attest services for the Company;

●	The firm's independence and objectivity;

●	The firm's proposed audit scope for adequacy of coverage; and

●	The firm's internal quality-control procedures and other data on audit quality and performance.

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(1)

Audit fees were for services rendered in connection with (i) the audit of the financial statements included in the Company's and Hertz's annual reports on Form 10-K, (ii) reviews of the financial statements included in the Company's and Hertz's quarterly reports on Form 10-Q, (iii) attestation of the effectiveness of internal controls over financial reporting for the Company and Hertz, (iv) statutory audits and (v) providing comfort letters in connection with our financing transactions.

(2)	Audit-related fees were for services rendered in connection with due diligence and assurance services and employee benefit plan audits. For 2019, there was an immaterial amount of audit-related fees for services performed by Ernst & Young LLP.

(3)	Tax fees related to our like kind exchange program and tax audit assistance.

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1.	Mr. Kuppuswamy has resigned and will no longer serve as Executive Vice President and Chief Human Resources Officer effective as of April 18, 2020.

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1.	Net Corporate Leverage is calculated as Net Non-vehicle Debt divided by Adjusted Corporate EBITDA.

●	84% of our CEO's Target Pay and 70% of the average Target Pay of our other NEOs was delivered in the form of performance-based compensation;

●	Long-term equity awards represented 59% of our CEO’s Target Pay and 47% of the average Target Pay of our other NEOs; and

●	100% of the 2019 target annual incentive bonuses payable to our NEOs were tied to the achievement of pre-established annual financial and operational goals, which are aligned to our short-term and long-term objectives, as reflected in our annual business plan.

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Notwithstanding the fact that we exceeded our Adjusted Corporate EBITDA target under the EICP in 2019, the Compensation Committee determined that the 2019 annual incentive bonus payments to our NEOs with global responsibility should be reduced by 35.4% of target. This determination was based primarily on the Committee's determination that our financial performance partially benefited from more favorable industry conditions than were assumed in the bonus plan and that certain management business objectives ("MBOs") were not fully realized.

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Since joining the Company as CEO in 2017, Ms. Marinello has received 83% of her LTI awards in performance options ("Performance Options") and performance shares ("Performance Shares"). As a result of the failure to satisfy 2017 performance targets, 90% of the aggregate target 2017 LTI awards have been forfeited through December 31, 2019. Any 2018 Performance Options which may vest are subject to stock price appreciation;

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●	While the Company's financial performance has improved during her tenure, the Compensation Committee has reduced annual bonuses in 2018 and 2019 below target payout levels to reflect shortfalls in what the Committee determined to be controllable performance. Ms. Marinello has not received any increase in her base salary, target annual bonus or annual LTI since joining the Company; and

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In 2019, the Summary Compensation Table reflects that Ms. Marinello received her annual LTI awards with a grant date fair value of $5,174,991. Additionally, a one-time accounting charge in the amount of $1,028,430, was recorded in accordance with Topic 718 in connection with the Rights Offering. The Rights Offering adjustment was designed to preserve the intrinsic value of her original awards. However, Ms. Marinello did not actually receive a new award or any additional value. Ms. Marinello fully participated in the Rights Offering by purchasing available additional shares attributable to her vested equity holdings.

●	Align our compensation practices with our "pay-for-performance" compensation philosophy;

●	Are adaptive to the current economic and strategic environment; and

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●	Reward positive operational and financial performance that we believe enhances stockholder value over time.

1.

"Return on Vehicles" means dividing (a) the average annual Revenue Spread for the Performance Period by (b) the average Revenue Earning Vehicles for each calendar quarter end balance beginning with 12/31/19 and ending on 12/31/22, in each case, calculated for worldwide rental car operations (excluding Donlen) . "Performance Period" for the purposes of this definition means January 1, 2020 through December 31, 2022. "Revenue Earning Vehicles" means the net vehicle book value calculated for worldwide rental car operations (excluding Donlen). "Revenue Spread" is measured by subtracting (a) licensee revenue, vehicle depreciation, fleet interest and cash from (b) revenue.

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●	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 effectively aligning pay with performance and with our business needs; and

●	Assisting the Compensation Committee with any other matters related to executive compensation arrangements, including executive employment and award arrangements.

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(1)	We also occasionally provide non-recurring cash bonuses to reflect superior individual performance, new responsibilities or to compensate new hires for amounts forfeited from their previous employer.

(1)	The base salaries actually paid to Messrs. Jackson and Stone in 2018 were pro-rated to their respective start dates.

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(1)	For performance below the threshold, the payout percentage is zero. For performance equal to the threshold or the target or equal to or above the maximum, the payout percentage is as provided above. For performance between the threshold and the target or between the target and the maximum, linear interpolation is used to determine the payout percentage.

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North America and U.S. HQ. The MBOs for North America and U.S. HQ for 2019 related to (i) the achievement of profitable revenue growth in our U.S. rental car segment, (ii) the implementation of technology initiatives, (iii) improvement in customer satisfaction, (iv) growth in cash flow and liquidity and (v) achievement of stated productivity goals in reaching a lower ratio of direct operating expenses and sales, general and administrative costs as a percentage of revenue.

●	International RAC. The MBOs for International RAC for 2019 related to the achievement of (i) profitable revenue growth in International RAC, (ii) improvement in customer satisfaction; and (iii) achievement of stated productivity goals in reaching a lower ratio of direct operating expenses and sales general and administrative costs as a percentage of revenue.

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Donlen. The MBOs for Donlen for 2019 related to the achievement of (i) profitable revenue growth, (ii) growth in number of units being serviced; (iii) successful launch of transportation network company vehicle maintenance; (iv) Hertz US RAC fleet management; and (v) achievement of stated productivity goals in reaching a lower ratio of direct operating expenses and sales, general and administrative costs as a percentage of revenue.

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(1)	Mr. Stone's responsibilities are primarily limited to North America and his MBO payout was based solely on North America and US Headquarters results. All other NEOs have global responsibilities and their MBO payout is based upon the weighting of MBOs for North American and US Headquarters (60%), International (30%) and Donlen (10%).

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(1)	For Ms. Marinello, the amount was guaranteed to be no less than $1,350,000 as set forth in her Amended and Restated Employment Agreement executed on November 22, 2019. Please see "Severance Plan and Employment, Separation and Change in Control Agreements" for more details regarding Ms. Marinello's Amended and Restated Employment Agreement.

(2)	Mr. Stone's responsibilities are primarily limited to North America and his MBO payout was based solely on North America and US Headquarters results. All other NEOs have global responsibilities and their MBO payout is based upon the weighting of MBOs for North American and US Headquarters (60%), International (30%) and Donlen (10%).

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(1)	For performance below the threshold, no EBITDA PSUs are earned. For performance equal to the threshold, the percentage of EBITDA PSUs earned is as set forth above. For performance equal to or above the target, the percentage earned remains as provided above for the target. For performance between the threshold and the target, linear interpolation is used to determine the earned percentage.

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(1)	Once the 2019 Performance RSUs are earned by reason of meeting the revenue threshold, the 2019 Performance RSUs are eligible to vest one-third per year. Since the revenue threshold was met for 2019, one-third of the 2019 RSUs became vested on March 4, 2020.

(1)

For performance below the threshold, no Performance Shares are earned. For performance equal to the threshold, the percentage of Performance Shares earned is as set forth above. For performance equal to or above the target, the percentage earned remains as provided above for the target. For performance between the threshold and the target, linear interpolation is used to determine the earned percentage.

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(1)

For performance below the threshold, no Performance Shares are earned. For performance equal to the threshold, the percentage of Performance Shares earned is as set forth above. For performance equal to or above the target, the percentage earned remains as provided above for the target. For performance between the threshold and the target, linear interpolation is used to determine the earned percentage.

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●	All annual incentives (including awards under the Senior Executive Bonus Plan);

●	Long-term incentives;

●	Equity-based awards (including awards granted under the Prior Plan (as defined below) and the Existing Plan); and

●	Other performance-based awards.

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(1)	The 2018 amounts reflect sign-on bonuses paid to Mr. Jackson and Mr. Stone pursuant their employment offer letters. The 2017 amounts reflect the bonus paid to Ms. Marinello pursuant her employment agreement. The 2017 bonus amount for Ms. Marinello was settled in shares of our common stock. The 2019 amount paid to Mr. Jackson reflects payment pursuant to his respective employment offer letter.

(3)

The dollar amounts represent the aggregate grant date fair value of the applicable equity plus any modifications to such equity awards. These amounts were computed pursuant to FASB Topic 718. Assumptions used in the calculation of these amounts are included in the note entitled “Stock-Based Compensation” in the notes to our Company’s consolidated financial statements in our 2019 Annual Report. The “Stock Awards” column above reflects the grant date fair values of the target number of PSUs and RSUs that were eligible to vest based on our financial performance goals over multi-year periods, which for accounting purposes is based on the probable outcome (determined as of the grant date) of the performance-based condition applicable to the grant. Assuming the maximum level of performance achievement for the 2019 PSUs, which is 125% of target, the aggregate values of PSUs and RSUs for each NEO in 2019 are as follows: Ms. Marinello, $6,080,613; Mr. Jackson, $2,349,999; Mr. Stone, $750,002; Mr. Kuppuswamy, $940,000; and Ms. Allen $705,002. Assuming the maximum level of performance achievement for the 2018 PSUs, which is 150% of target, the aggregate values of PSUs and RSUs for each NEO in 2018 are as follows: Ms. Marinello, $2,846,241; Mr. Jackson, $3,377,983; Mr. Stone, $659,992; Mr. Kuppuswamy, $1,099,995; and Ms. Allen, $660,008. Assuming the maximum level of performance achievement for the 2017 Performance Shares, which is 150% of target, the aggregate values of the Performance Shares and Restricted Shares for Ms. Marinello is $2,846,245.

(4)	Includes the following for 2019 :

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(a)	Based on the direct costs of aircraft for each hour of personal use, which is based on the incremental cost of fuel, crew expenses, on-board catering and other, small variable costs. We exclude fixed costs that do not change based on usage from this calculation.

(b)	Reflects the annual lease value of company-provided vehicles per IRS Publication 15-B.

(c)	For Ms. Marinello, represents the annual travel allowance per the terms of her employment agreement.

(d)	Reflects the reimbursement of financial planning assistance provided to executive staff.

(e)	Amounts represent Company match on the 401(k) Plan and the Savings Plan. None of the amounts earned under the Savings Plan in 2019 were above market or otherwise preferential.

(f)	Amounts represent the incremental costs to the Company for relocation assistance.

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(1)

The amounts in these columns include the “Target” amount for each NEO eligible to receive an award under the EICP at 100% of the target award, the "Threshold" amount for each eligible NEO at 50% of the "Target" and the “Maximum” amount for the maximum amount payable to each NEO. The EICP payments are based on Adjusted Corporate EBITDA, MBOs and individual performance. The Senior Executive Bonus Plan, under which EICP payments are made, limits the maximum cash incentive bonus payout for our CEO and other participants. The limit is 1% of our gross EBITDA for a performance period for our CEO and 0.5% of our gross EBITDA for a performance period for each of the other participants. For 2019 , 1% of our gross EBITDA was $35.8 million and 0.5% of our gross EBITDA was $17.9 million. We discuss these awards under the heading “Compensation Discussion and Analysis - Bonus Awards".

(2)	Represents the aggregate grant date fair value, computed pursuant to FASB Topic 718. Please see the note entitled “Stock-Based Compensation” in the notes to the Company’s consolidated financial statements in our 2019 Annual Report for a discussion of the assumptions underlying these calculations.

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(3)

Represents the PSUs granted to our NEOs. The PSUs will be earned based on our financial performance over a multi-year period. We discuss these awards under the heading “Compensation Discussion and Analysis - Long-Term Incentives - 2019 EBITDA PSUs". The amounts disclosed in the "Estimated Future Payouts Under Equity Incentive Plan Awards" columns represent the number of shares issuable assuming achievement of the specific Threshold, Target or Maximum levels of performance established by the Compensation Committee for these PSUs over the performance period.

(4)	Represents the RSUs granted to our NEOs. The RSUs granted to our NEOs were earned based on meeting a revenue performance goal in 2019 . We discuss these awards under the heading “Compensation Discussion and Analysis - Long-Term Incentives - 2019 Performance RSUs".

(5)

In connection with our Rights Offering, the number of shares subject to then-outstanding stock awards, were adjusted to preserve the intrinsic value of the original award, at the discretion of the Compensation Committee pursuant to the terms of the stock-based compensation plans under which they were issued. The awards otherwise retained the original terms and conditions after adjustment. Represents the amounts recorded on the modification date in connection with FASB Topic 718 with respect to the stock awards as a result of the Rights Offering.

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(1)	Based on the closing market price of the Company’s common stock on December 31, 2019 of $15.75.

(2)	These RSUs were awarded in 2019. The RSUs were earned based on achieving a revenue goal of $7.5 billion for 2019 and one-third will vest on each anniversary date of March 4 in 2020, 2021 and 2022, subject to continued employment and meeting the 2019 revenue goal of $7.5 billion. On March 2, 2020, the Compensation Committee certified achievement of the 2019 revenue goal.

(3)	These PSUs were awarded in 2019. The PSUs will be earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period, subject to continued employment. The award is reported at threshold.

(4)	These Performance Options were awarded to Ms. Marinello in 2018. The Performance Options will be earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period, subject to continued employment. The award is reported at target.

(5)	These RSUs were awarded in 2018. The RSUs were earned based on achieving a revenue goal for 2018 and will vest on March 2, 2021, subject to continued employment.

(6)	These PSUs were awarded in 2018. The PSUs will be earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period, subject to continued employment. The award is reported at maximum.

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(7)	These RSUs were awarded in 2018. The RSUs will vest 1/3 on the first, second and third anniversaries on the grant date, subject to continued employment.

(8)	These Options were granted in 2018 and will vest 25% on each anniversary of the date of grant, subject to continued employment.

(9)	These RSUs were awarded in 2018. The RSUs will vest on April 2, 2021, subject to continued employment.

(10)	These RSUs were awarded in 2018. The RSUs will vest on March 2, 2021, subject to continued employment.

(11)	These Options were granted in 2017 and will vest 100% on the third anniversary of the date of grant, subject to continued employment.

(12)	These RSUs were awarded in 2017. The RSUs will vest on October 2, 2020, subject to continued employment.

(13)

In connection with our Rights Offering, the number of shares subject to then-outstanding equity awards, and the exercise price for the option awards, were adjusted to maintain the intrinsic value of each award, at the discretion of the Compensation Committee pursuant to the terms of the stock-based compensation plans under which they were issued. The awards otherwise retained the original terms and conditions after adjustment.

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(1)	Value is based on the closing market price of the Company’s common stock on the date of vesting multiplied by the number of vested shares. The shares vested after the Rights Offering adjustment.

(2)	Value is based on the closing market price of the Company’s common stock on the date of vesting multiplied by the number of vested shares. The shares vested were prior to the Rights Offering adjustment.

(3)	Value is based on the closing market price of the Company’s common stock on the date of vesting multiplied by the number of vested shares. Ms. Allen had one tranche vest before the Rights Offering adjustment and two tranches vest after the Rights Offering adjustment.

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●	The Hertz Corporation Account Balance Defined Benefit Pension Plan;

●	The Hertz Corporation Benefit Equalization Plan; and

●	The Hertz Corporation Supplemental Executive Retirement Plan.

(1)	For Ms. Marinello, the amounts reported in this column are reported under the “Salary” and "Bonus" columns of the 2019 Summary Compensation table above. For Ms. Allen, the amounts reported in this column are reported under the “Salary” column of the 2019 Summary Compensation table above.

(2)	The amounts in this column are reported as compensation in the “All Other Compensation” table above.

(3)	All amounts reported in this column are reflected in the Summary Compensation Table for 2019. No amounts are reported in the Summary Compensation Table for prior years.

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(1)	Reported as actual bonus earned as of December 31, 2019 . This bonus was fully discretionary.

(2)	Includes life insurance benefits in addition to healthcare benefits for covered period.

(3)	Includes health care benefits for covered period.

(4)	Life insurance payment only payable upon death.

(5)	Represents the incremental vesting value of outstanding awards that vest in the event of the specified termination event.

(6)	As of December 31, 2019, Ms. Marinello's Change in Control agreement was terminated. She will no longer be eligible to receive this amount.

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(1)	Reported as actual bonus earned as of December 31, 2019 .

(2)	Includes life insurance benefits in addition to healthcare benefits for covered period.

(3)	Includes health care benefits for covered period.

(4)	Life insurance payment only payable upon death.

(5)	Represents the incremental vesting value of outstanding awards that vest in the event of the specified termination event.

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(1)	As those terms are defined in the Severance Plan for Senior Executives.

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(1)	Ms. Marinello’s amended and restated employment agreement is filed as exhibit 10.1 to the Form 8-K the Company filed on November 27, 2019 .

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(1)	Ms. Marinello’s Change in Control Agreement is filed as exhibit 10.2 to the Form 8-K/A the Company filed on March 7, 2017 .

(2)	As those terms are defined in the Change in Control Agreement.

(3)	The Change in Control Agreement provides for a reduction in change in control payments to the extent a reduction would place Ms. Marinello in a more favorable after-tax position.

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(1)	As those terms are defined in the Existing Plan.

(2)

The terms of the Existing Plan contain “double-trigger” provisions in the event of a change in control. If equity awards are exchanged for or replaced by a substitute award, then the awards will not automatically vest upon a change in control. However, if a change in control occurs and the awards are not exchanged or replaced, all options shall immediately become exercisable, the restriction period on all Restricted Shares and RSUs shall lapse immediately prior to such change in control and outstanding Performance Shares and PSUs issued to our NEOs generally vest.

(3)	Assumes that employment ends prior to the end of the fiscal year of the Company under the Senior Executive Bonus Plan.

(4)	Amount is payable under the CEO's Amended and Restated Employment Agreement.

(5)	The Compensation Committee has the discretion to authorize that the participant retains a pro-rata share of unvested equity awards.

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●	Each person known to own beneficially more than 5% of our common stock;

●	Each of the directors or director nominees of the Company;

●	Each of the executive officers named in the Summary Compensation Table; and

●	All of the Company’s executive officers and directors as a group.

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(1)

Represents shares held by the following group of entities associated with Mr. Carl C. Icahn: High River Limited Partnership (“High River”), Hopper Investments LLC (“Hopper”), Barberry Corp. (“Barberry”), Icahn Partners Master Fund LP (“Icahn Master”), Icahn Offshore LP (“Icahn Offshore”), Icahn Partners LP (“Icahn Partners”), Icahn Onshore LP (“Icahn Onshore”), Icahn Capital LP (“Icahn Capital”), IPH GP LLC (“IPH”), Icahn Enterprises Holdings L.P. (“Icahn Enterprises Holdings”), Icahn Enterprises G.P. Inc. (“Icahn Enterprises GP”) and Beckton Corp. (“Beckton”). The principal business address of each of High River, Hopper, Barberry, Icahn Offshore, Icahn Partners, Icahn Master, Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Carl Icahn is c/o Icahn Associates Holdings LLC, 16690 Collins Avenue, Sunny Isles, FL 33160. Each of Hopper, Barberry and Carl Icahn, by virtue of their relationships to High River, may be deemed to indirectly beneficially own the shares which High River directly beneficially owns. Each of Hopper, Barberry and Carl Icahn disclaims beneficial ownership of such shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl Icahn, by virtue of their relationships to Icahn Master, may be deemed to indirectly beneficially own the shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl Icahn disclaims beneficial ownership of such shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl Icahn, by virtue of their relationships to Icahn Partners, may be deemed to indirectly beneficially own the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl Icahn disclaims beneficial ownership of such shares for all other purposes. The immediately preceding information in this footnote is based solely on the Schedule 13D/A filed with the SEC on March 12, 2020 by Carl Icahn and entities associated with Carl Icahn.

(2)

A report on Schedule 13G/A, filed February 12, 2020, disclosed that Dimensional Fund Advisors LP, an investment adviser, was the beneficial owner of 11,945,587 shares of common stock as of December 31, 2019. Dimensional Fund Advisors LP has reported that it has (i) sole power to vote or direct the vote of 11,746,369 shares of common stock, (ii) sole power to dispose of or direct the disposition of 11,945,587 shares of common stock, (iii) shared power to vote or direct the vote of 0 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 0 shares of common stock. The address of Dimensional Fund Advisors LP is Building One, 6300 Bee Cave Road, Austin, Texas 78746. All information regarding Dimensional Fund Advisors LP is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 12, 2020.

(3)

A report on Schedule 13G/A, filed February 13, 2020, disclosed that Renaissance Technologies LLC, an investment adviser, and its affiliates were the beneficial owner of 9,657,583 shares of common stock as of December 31, 2019. Renaissance Technologies LLC has reported that it has (i) sole power to vote or direct the vote of 9,357,528 shares of common stock, (ii) sole power to dispose of or direct the disposition of 9,523,032 shares of common stock, (iii) shared power to vote or direct the vote of 0 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 134,551 shares of common stock. The address of Renaissance Technologies LLC is 800 Third Avenue, New York, NY 10022. All information regarding Renaissance Technologies LLC is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 13, 2020.

(4)

A report on Schedule 13G/A, filed February 14, 2020, disclosed that PAR Investment Partners, L.P., an investment adviser, and its affiliates were the beneficial owner of 9,039,094 shares of common stock as of December 31, 2019. PAR Investment Partners, L.P. has reported that it has (i) sole power to vote or direct the vote of 9,039,094 shares of common stock, (ii) sole power to dispose of or direct the disposition of 9,039,094 shares of common stock, (iii) shared power to vote or direct the vote of 0 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 0 shares of common stock. The address of PAR Investment Partners, L.P. is 200 Clarendon Street, Floor 48, Boston, MA 02116. All information regarding PAR Investment Partners, L.P. is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 14, 2020.

(5)

A report on Schedule 13G/A, filed February 12, 2020, disclosed that The Vanguard Group, an investment adviser, was the beneficial owner of 9,019,738 shares of common stock as of December 31, 2019. The Vanguard Group has reported that it has (i) sole power to vote or direct the vote of 94,130 shares of common stock, (ii) sole power to dispose of or direct the disposition of 8,921,681 shares of common stock, (iii) shared power to vote or direct the vote of 14,291 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 98,057 shares of common stock. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. All information regarding The Vanguard Group is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 12, 2020.

(6)

A report on Schedule 13G/A, filed February 5, 2020, disclosed that BlackRock, Inc., an investment advisor, and its affiliates were the beneficial owner of 7,640,348 shares of common stock as of December 31, 2019. BlackRock, Inc. has reported that it has (i) sole power to vote or direct the vote of 7,332,210 shares of common stock, (ii) sole power to dispose of or direct the disposition of 7,640,348 shares of common stock, (iii) shared power to vote or direct the vote of 0 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 0 shares of common stock. The address of BlackRock, Inc. is 155 East 52nd St., New York, NY 10055. All information regarding BlackRock, Inc. is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 5, 2020.

(7)

A report on Schedule 13G/A, filed February 14, 2020, disclosed that D.E. Shaw Galvanic Portfolios, LLC, an investment advisor, and its affiliates were the beneficial owner of 6,581,633 shares of common stock as of December 31, 2019. D.E. Shaw Galvanic Portfolios, LLC has reported that it has (i) sole power to vote or direct the vote of 0 shares of common stock, (ii) sole power to dispose of or direct the disposition of 0 shares of common stock, (iii) shared power to vote or direct the vote of 6,581,633 shares of common stock and (iv) shared power to dispose of or to direct the disposition of 6,581,633 shares of common stock. The address of D.E. Shaw Galvanic Portfolios, LLC is 1166 Avenue of the Americas, 9th Floor, New York, NY 10036. All information regarding D.E. Shaw Galvanic Portfolios, LLC is based on that entity’s report on Schedule 13G/A, filed with the SEC on February 14, 2020.

(8)	Includes the following phantom shares issued under the Director Compensation Policy: (i) 38,664 for Mr. Intrieri and (ii) 8,825 for Mr. Ninivaggi.

(9)	All of Mr. Keizer’s shares are jointly held with his wife.

(10)	844 of Mr. Ninivaggi's shares are jointly held with his wife.

(11)	Includes employee and/or director stock options held directly by the beneficial owner that are currently exercisable or that will become exercisable within sixty days; and phantom shares issued under the Director Compensation Policy.

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(a)	Represents debt-related charges relating to the amortization of deferred financing costs and debt discounts and premiums.

(b)	In 2019, represents $39 million of early redemption premium and write-off of deferred financing costs associated with the partial redemption in the fourth quarter of the Senior Second Priority Secured Notes and a $4 million write-off of deferred financing costs associated with the full redemption in the third quarter of the

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(c)

Represents charges incurred under restructuring actions as defined in U.S. GAAP, excluding impairments and asset write-downs. Also includes restructuring related charges such as incremental costs incurred directly supporting business transformation initiatives. In 2018, also includes consulting costs, legal fees, and other expenses related to the previously disclosed accounting review and investigation.

(d)	Represents costs associated with the Company’s information technology and finance transformation programs, both of which are multi-year initiatives to upgrade and modernize the Company’s systems and processes. These costs relate primarily to the Company's corporate operations ("Corporate").

(e)

Represents miscellaneous items. In 2019, includes a $30 million gain on marketable securities in Corporate and a $39 million gain on the sale of non-vehicle capital assets in U.S. RAC. In 2018, includes a $20 million gain on marketable securities and a $6 million legal settlement received related to an oil spill in the Gulf of Mexico in 2010, all of which relate to Corporate. Also includes an adjustment for non-cash stock-based compensation charges in Corporate.

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