HERTZ GLOBAL HOLDINGS, INC

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

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

See the whole filing, with its images and exhibits

Contents

2025 Program Summary

	Compensation Discussion and Analysis

2025 Program Summary

Our executive compensation program in 2025 consisted of the key fixed and variable components described below.

Element	Description	Objective	Factors Influencing Amount
Base Salary	Fixed compensation delivered in cash; reviewed at least annually and adjusted, if appropriate	Provides base amount of market competitive pay	Experience, market data, individual role and responsibilities, retention considerations, and individual performance
Annual Incentive Award	Variable cash compensation based on Company, business unit, and/or individual performance	Motivates and rewards achievement of key strategic initiatives and financial results, and encourages individual performance	Intended target value set based on market data, individual role, and responsibilities; payout based on Company and individual performance
Long-Term Incentive Awards	Performance Stock Units (PSUs)	Variable compensation with payout in shares of common stock based on Company performance and continued employment	Aligns NEO interests with those of stockholders by linking payouts to performance against financial metrics that are of importance to investors; promotes retention	Intended target value set based on market data, individual role, and responsibilities; payout based on Company performance and time worked
Restricted Stock Units (RSUs)	Variable compensation with payout in shares of common stock based on continued employment	Aligns interests of executives with long-term stockholder value creation; promotes retention

			Hertz Global Holdings, Inc. \| 2026 Proxy Statement 43

	Compensation Discussion and Analysis

The components of our core NEO compensation program are described in more detail below in this CD&A under “— Components of 2025 Executive Compensation Program.” Other elements of our 2025 executive compensation program included retirement benefits, modest perquisites, health and welfare benefits, and post-employment compensation arrangements, as described in more detail below under “— Other Compensation Elements.”

	What We Do				What We Don’t Do
	We evaluate risk in connection with our overall compensation program. We use metrics in our incentive compensation plans that are aligned to the metrics management uses in assessing the business day-to-day. We cap payouts in our incentive programs. We use double-trigger vesting provisions in change-of-control scenarios. We believe a substantial portion of our NEOs’ compensation should be subject to satisfaction of performance objectives. We use a variety of equity award structures to incentivize both performance and retention. We have a robust stock ownership policy for executives and the Board. We maintain a stringent compensation recovery policy beyond that which is required by law. We use an independent compensation consultant. We utilize a representative and relevant peer group.				We don’t use financial or operational metrics that promote undue risk. We don’t provide preferential payments or above-market returns in deferred compensation plans. We don’t provide excessive perquisites to our senior management. We don’t allow our NEOs or directors to hedge or pledge our stock. We don’t re-price underwater options without stockholder approval. We don’t provide for automatic salary increases or ordinarily guarantee annual incentives to our NEOs. We don’t use excise tax gross ups. We don’t award dividends or dividend equivalents on unvested equity awards.

	44 Hertz Global Holdings, Inc. \| 2026 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.