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HERTZ GLOBAL HOLDINGS, INC

For the period ended May 28, 2026. Filed Apr 16, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 28, 2026 · Filed Apr 16, 2026

HTZ$1.64-8.4%Stored close · as of Nov 6, 2026
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Contents

2025 Program Summary

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Director Compensation

The Compensation Committee recommends the non-employee director compensation program to the Board for approval annually. In setting director compensation, the Compensation Committee receives input from Frederic W. Cook & Co., Inc. (“FW Cook”), its independent compensation consultant, on factors to consider when recommending director compensation to the Board, including the time commitment and skill level required to serve on the Board, as well as broader market practices.

The Compensation Committee aims to set director compensation levels at or near the market median relative to director compensation paid at companies in the same peer group that is used for purposes of determining our executive compensation. This peer group includes our direct public competitors and companies that bear substantial similarities to our business model — companies with which we compete for talent and that are comparable to us in terms of revenue, market capitalization, size, industry, and/or scope of operations. Providing a competitive compensation package enables us to attract and retain highly qualified directors.

2025 Program Summary

For 2025, each eligible non-employee director received an annual retainer of $275,000 for serving as a member of our Board, payable $100,000 in cash and $175,000 in restricted stock units (“RSUs”), which remuneration remained unchanged from the prior year.

Additionally, eligible non-employee directors serving as committee chairs were entitled to the following annual fees for 2025, paid in cash:

​Audit Committee Chair​​​$50,000​
​Compensation Committee Chair​​​$25,000​
​Governance Committee Chair​​​$15,000​

There was no change to the committee chair fees in 2025 from those paid in 2024.

As was the case in 2024, directors associated with Knighthead or Certares received $1 during 2025 for serving as a member of our Board or as chair of a committee, in lieu of the cash and equity compensation described above.

During 2025, each of our non-employee directors (including directors associated with Knighthead or Certares) was also entitled to free worldwide car rentals through our Director Car Rental Program during each director’s service as a director. In addition, for any non-employee directors whose service began prior

​​​Hertz Global Holdings, Inc. | 2026 Proxy Statement 31​
​Director Compensation​

to April 1, 2023, this benefit continues for 15 years following the director’s retirement from the Board, and the benefit provides the former director with free rentals for up to 90 days in any calendar year.

Also during 2025, non-employee directors were entitled to participate in the Company’s vehicle purchase programs for limited edition vehicles, pursuant to which individuals are provided the opportunity to purchase a limited edition vehicle from the Company, approximately at cost, so long as the individual agrees not to sell such vehicle until the expiration of a mandatory holding period. The Company may also engage, from time to time, in ordinary course automobile sales transactions with non-employee directors through our car sales channel.

We also reimburse our directors for reasonable and necessary expenses they incur in performing their duties as directors, including travel expenses to and from required meetings.

Cash fees for Board and committee service are payable quarterly in arrears. Amounts are prorated for directors who do not serve for the entire quarter. A director may elect to receive, in lieu of such quarterly cash fees, fully vested shares of our common stock having an equivalent fair market value on the date the cash compensation is payable. In addition, directors may elect to defer receipt, on a tax-deferred basis, of such fully vested shares and receive phantom shares in lieu thereof. Any director electing to receive phantom shares will receive actual shares of our common stock in settlement promptly (and no later than 90 days) following the date such director ceases to serve on our Board (other than following a removal for cause, in which case the phantom shares are forfeited) or, if earlier, upon a change in control of the Company.

Eligible directors are granted the equity portion of the annual retainer following each year’s annual meeting of stockholders, and the award vests on the earlier of (i) the business day immediately preceding the Company’s next annual meeting and (ii) the date on which the director ceases to serve on our Board (other than following a removal for cause, in which case the shares are forfeited). Directors may also elect to defer receipt, on a tax-deferred basis, of the equity portion of the annual retainer and receive phantom RSUs, which are settled in actual shares of our common stock within 30 days following the date such director ceases to serve on our Board (other than following a removal for cause, in which case the phantom RSUs are forfeited) or, if earlier, upon a change in control of the Company. In accordance with the Board’s equity grant process established in 2023, directors appointed mid-year receive an initial, prorated grant on the first trading day of the month following the date of appointment.

The Company is a party to indemnification agreements with each of its directors. The indemnification agreements provide the directors with contractual rights to indemnification and expense advancement.

​32 Hertz Global Holdings, Inc. | 2026 Proxy Statement​​​
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