HERTZ GLOBAL HOLDINGS, INC

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the NEO’s individual performance in 2024 (as applicable); and

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the NEO’s expected future impact on the organization.

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Components of 2025 Executive Compensation Program

Additional details on each element of the 2025 executive compensation program follow.

2025 Annual Base Salary

The Compensation Committee determined the annual base salaries for the NEOs after reviewing individual performance, conducting internal compensation comparisons, and reviewing the NEOs’ compensation relative to our peer group. (See “— Summary of the Compensation Decision-Making Process.”) The Compensation Committee also took other factors into account, such as an individual’s prior experience, total mix of job responsibilities, internal equity, and the requirements of any employment agreements. In addition, the Compensation Committee consulted with our CEO and CHRO (except as to their own compensation) regarding salary decisions for senior executives.

The following are the base salary rates of our NEOs for 2025 and 2024 (in each case as of the end of the fiscal year or, in the case of the departed NEO, as of the date of her termination of employment):

Mr. Berg’s salary increased from $525,000 to $600,000 on October 1, 2025, and Mr. Moore’s annual base salary increased from $525,000 to $650,000 on October 1, 2025, in connection with Mr. Berg’s assumption of additional responsibilities, and Mr. Moore’s promotion to Executive Vice President, Chief Operating Officer, respectively. The Compensation Committee determined that these increased levels of base salary were appropriate, given the increased level of responsibilities and duties at the Company for Messrs. Berg and Moore’s roles.

2025 Annual Incentive Awards

In February 2025, our Compensation Committee and Board adopted the 2025 Executive Incentive Compensation Plan (the “EICP”) to deliver annual incentive opportunities to employees around the globe, including our NEOs. The EICP was designed to reward results that the Compensation Committee and the Board believe to be aligned with stockholder value creation. The Compensation Committee and the Board approved the metrics and weightings set forth below for use in the plan applicable to our NEOs.

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Adjusted Corporate EBITDA (weighted at 20%) — a measure of profitability

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Direct Operating Expense per Transaction Day (“DOE per Transaction Day”) (weighted at 20%) — measures the operational costs incurred for each transaction day

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Total Utilization (weighted at 20%) — a measure of total transaction days divided by the product of the average number of fleet vehicles available during the period and the number of calendar days in the period

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NPS for the Hertz Brand (weighted at 20%) — a measure of customer satisfaction, whereby the percentage of survey-responding customers who view their experience favorably (“promoters”) is compared to the percentage of survey-responding customers who view their experience negatively (“detractors”). (NPS = % of promoters less % of detractors)

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Board Discretion (weighted at 20%) — to enable consideration of the qualitative and strategic aspects of our business results

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Plan funding was not dependent on achievement of the goals associated with any specific metric; achievement of goals under any of the four metrics could fund awards.

See Annex A: Non-GAAP Measures to this Proxy Statement for a definition of Adjusted Corporate EBITDA. Adjusted Corporate EBITDA and NPS have been core elements of our program since 2022 given these metrics’ importance in measuring our financial performance, our asset efficiency, and our ability to serve our customers. In 2025, we added Total Utilization as a performance goal measuring fleet utilization and productivity, which incentivizes our management to focus on operational fleet excellence and reweighted all components equally.

After the conclusion of 2025, our Compensation Committee and Board determined that we performed at a level that resulted in plan funding of 133.5% of target award amounts. The 2025 EICP goals and actual results that led to this funding are described below.

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(1)

Once the threshold is met for each metric, payout levels are determined by interpolating between the performance scale points using a piece-wise linear method for all applicable ranges.

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(2)

Adjusted Corporate EBITDA is defined in Annex A: Non-GAAP Measures to this Proxy Statement.

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(3)

Results for the 2025 EICP reflect adjustments to exclude the impact of certain sale leaseback transactions and higher fleet interest costs from the calculation of Adjusted Corporate EBITDA, and adjustments to exclude the impact of operational revenue-related expenses such as concessions, commissions and other value added service costs, as well as the impact of certain sale leaseback transactions from the calculation of DOE per Transaction Day. See Annex A: Non-GAAP Measures to this Proxy Statement for further details, including a reconciliation for Adjusted Corporate EBITDA.

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In determining the payout under the Board Discretion metric, the Compensation Committee and the Board considered, on a subjective, qualitative basis, management’s performance throughout the year against key strategic initiatives in a complex operating environment, as well as the importance of retention. Specifically, the material factors considered were the significant work and accomplishments undertaken to return the Company to profitable growth, as well as the desire to drive employee engagement and talent retention at a critical time for the business.

The earned payout percentage for each metric was weighted as set forth in the EICP and then added together to determine the final funding level.

Except as described below, each NEO’s individual annual incentive award for 2025 was generally calculated by multiplying (A) the NEO’s base salary rate by (B) the NEO’s target EICP opportunity and then multiplying by the funded level of 133.5% of target to arrive at (C) the actual award payout for 2025 (which reflects proration for service during the year). Awards were paid in cash. Because Ms. Martin was not employed with the Company at the time awards were paid in 2026, she was not entitled to an award opportunity under the EICP for 2025.

The Compensation Committee and the Board determined each NEO’s target EICP opportunity based on the same factors described above in relation to base salaries. The Compensation Committee and the Board chose not to further differentiate performance among the NEOs and instead chose to compensate the cohort as a team. No portion of any EICP award was guaranteed for any NEO. There were no increases from 2024 in the target EICP opportunity for NEOs previously employed by the Company, as a percentage of base salary. The table below provides each continuing NEO’s 2025 base salary received, 2025 EICP opportunity, and the 2025 payout (including any applicable adjustments).

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(1)

The 2025 payout amounts in this column reflect proration for service during the year, and certain other adjustments. Mr. Berg’s salary increased effective October 1, 2025, in connection with his assumption of additional duties. Mr. Moore commenced his role, effective October 1, 2025, with compensation adjustments. Messrs. Berg and Moore’s 2025 payouts reflect proration based on their respective length of service and applicable salary and EICP opportunity rates before and after, October 1, 2025.

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2025 Long-Term Incentive Awards

The Compensation Committee and the Board believe in aligning the interests of our senior leaders with those of our stockholders. The significant extent to which equity is included in our NEOs’ compensation opportunity reflects this belief.

As discussed above, Mr. West received sign-on equity grants when he joined the Company. These grants were in lieu of participation in our 2024 and 2025 long-term incentive programs. See “— Agreements with NEOs — Agreement with Mr. West” below for further discussion of these equity grants. As described below, Mr. Dube also received sign-on equity grants in lieu of participation in the Company’s 2024 and

2025 long-term incentive programs. See “— Agreements with NEOs — Agreement with Mr. Dube” below for further discussion of these equity grants.

For our other NEOs, the Compensation Committee chose to use a mix of service-based RSUs (50%) and performance-based PSUs (50%) for the 2025 - 2027 cycle of the long-term incentive program (the “2025 LTIP”). RSUs are settled in shares of our common stock and designed to attract and retain the NEOs, reward performance, and align our executives’ interests with our stockholders by encouraging stock ownership. PSUs, if earned, are settled in shares of our common stock, and the PSUs are designed to reward the NEOs based on the Company’s performance through the achievement of financial metrics, thereby providing both retention and incentive tools for our executives.

To determine the amount of the target award to grant to each NEO participating in the 2025 LTIP, the Compensation Committee considered similar factors used to determine target cash compensation for each eligible NEO. The Compensation Committee uses a value-based approach to setting target opportunities and expresses the target opportunity in dollar terms. The target opportunities for our NEOs under the 2025 LTIP were as follows:

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(1)

As further described below, Messrs. West and Dube received sign-on equity grants when they assumed their roles, with target values of $33,000,000 and $8,900,000, respectively. These equity grants were designed to incentivize performance over the 2024 and 2025 fiscal years. As such, these NEOs did not participate in the Company’s long-term equity program in 2024 or 2025.

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(2)

The amount presented in this table for Ms. Martin reflects an additional increase to her 2025 LTIP target, with a value of $2,500,000. Ms. Martin forfeited her 2025 LTIP awards upon her separation from the Company.

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Considering its pay for performance philosophy, and to promote retention and consistency with the award mix provided to other Company employees, consistent with the award mix applicable to the 2024 LTIP, the Compensation Committee set the award mix for NEOs in the 2025 LTIP at 50% PSUs and 50% RSUs.

Target PSU and RSU values are translated to grant numbers by dividing the dollar value of the target award by the closing price of our common stock on the Nasdaq on the date of grant.

The following table summarizes the mix of equity awards granted to our NEOs under the 2025 LTIP:

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(1)

For purposes of the table, the amounts reflected include all PSUs granted under the 2025 LTIP. However, because the 2025 LTIP PSUs are conditionally earned based on performance against a series of three one-year goals, the dollar value in the other tables in this proxy statement reflect only one-third of the value of the total 2025 LTIP PSUs granted.

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(2)

Messrs. West and Dube received sign-on RSU and PSU grants in 2024, which excluded them from participating in the 2025 LTIP, and therefore, no awards for them are listed in this table.

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(3)

The amounts in this table do not reflect the additional one-time time grant of 402,145 non-2025 LTIP RSUs (with a grant date value of $1,500,000), which was made to Mr. Berg on January 2, 2025, in connection with his hiring.

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(4)

Mr. Moore commenced his role, effective October 1, 2025 with compensation adjustments. His 2025 LTIP reflects his 2025 target opportunity for his previous role. The amounts in this table do not reflect the additional one-time grant of 147,711 non-2025 LTIP RSUs (with a grant date value of $1,000,000), which was made to Mr. Moore on October 1, 2025, in connection with his promotion.

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(5)

Ms. Martin forfeited her 2025 LTIP awards upon her separation from the Company.

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2025 RSUs

RSUs represent the right to receive a defined number of shares of our common stock after completing a period of service established at the grant date. RSUs encourage retention and long-term commitment to the Company. Additionally, because RSUs are paid in shares of our common stock, we believe that these awards align the interests of our executives with those of our stockholders, as the RSUs encourage stock ownership and increase in value as the trading price of our common stock increases. RSUs granted under the 2025 LTIP generally vest ratably over three years, subject to the NEO’s continued employment with the Company through such period.

Sign-On and Promotional RSU Grants Made in 2025

In January 2025, we made a one-time RSU grant to Mr. Berg, in connection with his hiring with a target grant date value of $1,500,000. In October 2025, we made a one-time RSU grant to Mr. Moore in connection

with his promotion with a target grant date value of $1,000,000. Each of these non-LTIP grants vest ratably on the first three anniversaries of the applicable date of grant, subject to the NEO’s continued employment with the Company through such period and was made to encourage Messrs. Berg and Moore’s retention and long-term commitment to the Company.

2023, 2024, and 2025 PSUs

PSUs represent an opportunity to earn a defined number of shares of our common stock if the Company achieves preset performance goals over time. In general, the PSUs fully vest following the third anniversary of the date of grant. Payouts, in shares of common stock, can range from 0% to 200% of the target award. The three-year nature of the LTIP grant means that an NEO may have up to three outstanding PSU grants in one year.

Goal Setting in the PSU Program Considering the dynamics of our industry, the Compensation Committee has, to date, used a staged approach to goal setting in the PSU program. This approach means that PSUs granted under the 2023 long-term incentive plan (the “2023 LTIP”), the 2024 LTIP, and the 2025 LTIP are conditionally earned, if at all, based on our performance against a series of three one-year goals. Any PSUs earned with respect to achievement of a one-year performance goal are “banked” and generally require continued employment through the third anniversary of the date of grant to fully vest. In addition, the program caps payouts at 100% of the targeted amount if our absolute total shareholder return (“TSR”) is negative over the three-year grant cycle. The TSR cap applies even if the performance goals are otherwise exceeded and would have resulted in more than 100% of the target grant amount of shares being earned. The Compensation Committee determined that this cap was an appropriate mechanism to ensure that our executives do not receive an above-target payout if our stockholders have not experienced positive TSR over the corresponding performance period.

At the start of 2025, the Compensation Committee approved the Adjusted Corporate EBITDA threshold, target and maximum goals for the final third of the total PSUs granted under the 2023 LTIP, the second third of the PSUs granted under the 2024 LTIP, and the first third of the PSUs granted under the 2025 LTIP. The calculation of Adjusted Corporate EBITDA for both awards is the same as that for the 2025 EICP applicable to our NEOs. Each PSU grant provides that 25% of the PSUs will be earned for performance from the minimum level to 80% of Target Adjusted Corporate EBITDA and uses straight line interpolation to calculate payouts for performance at or above 80% of Target (up to the Maximum amount). (See the tables below.) The Compensation Committee chose to use Adjusted Corporate EBITDA in the PSU program, acknowledging its use in the EICP as well, because of the metric’s importance to the Company and its stockholders.

Based on the Company’s performance in 2025, no PSUs were earned for the one-third of the 2023 LTIP PSUs, 2024 LTIP PSUs, and 2025 LTIP PSUs attributable to 2025 performance, respectively.

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(1)

Adjusted Corporate EBITDA is defined in Annex A: Non-GAAP Measures to this Proxy Statement.

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(2)

Results for the 2025 LTIP include adjustments for the impact of certain sale leaseback transactions and higher fleet interest costs that were not considered for the calculation of Adjusted Corporate EBITDA. See Annex A: Non-GAAP Measures to this Proxy Statement for an additional explanation of this further adjustment.

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The full performance period for the 2023 LTIP PSUs was completed as of the end of 2025. Based on company performance, the 2023 LTIP PSUs earned no payout and are no longer outstanding. Ms. Martin forfeited any outstanding PSUs under the 2023, 2024, and 2025 LTIPs, as applicable, upon her separation from the Company.