HERTZ GLOBAL HOLDINGS, INC appointed Stephen M. Scherr as new CEO

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On February 3, 2022, the Board of Directors (the "Board") of Hertz Global Holdings, Inc. (the "Company") appointed Stephen M. Scherr as Chief Executive Officer of the Company, effective as of February 28, 2022. Mr. Scherr will also be appointed to the Board effective upon his commencing employment with the Company.


Previously, Mr. Scherr was employed by The Goldman Sachs Group, Inc. ("Goldman Sachs"), a leading global financial institution, for more than 28 years. Most recently, he served as Chief Financial Officer of Goldman Sachs from November 5, 2018 through December 31, 2021. Prior to serving in that role, Mr. Scherr was the Chief Executive Officer of Goldman Sachs Bank USA and was head of Goldman Sachs's Consumer and Commercial Banking Division. Mr. Scherr is a graduate of Princeton University, where he received a bachelor's degree in 1986, and Harvard Law School, where he received a law degree in 1990.


In connection with his employment, Mr. Scherr entered into an Employment Agreement with the Company dated February 3, 2022. Pursuant to the Employment Agreement, Mr. Scherr will receive a base salary of $1,500,000 and his performance-based annual bonus will have a target of 160% of his base salary. Mr. Scherr also will be granted the following equity awards: (i) 2,802,590 time-based restricted stock units that vest over approximately four years; (ii) 6,539,378 performance-based restricted stock units that are earned based on Company stock price achievement and vest over five years; and (iii) 3,113,989 performance-based restricted stock units that are earned only if (x) specified share price targets are satisfied and (y) there occurs a change in control of the Company or a transaction following which Certares Opportunities LLC, Knighthead Capital Management, LLC and their affiliates are together reduced below a threshold of their current holdings of Company shares. The terms of such equity awards are designed to align Mr. Scherr's compensation with the Company's longer-term stock price performance. As a result, there can be no assurance that the entirety of the restricted stock units pursuant to the Employment Agreement will ultimately be delivered to Mr. Scherr.


If Mr. Scherr's employment is terminated by the Company without "cause" or he resigns for "good reason," he will be entitled to receive severance benefits in accordance with the 2021 Hertz Global Holdings, Inc. Severance Plan for Senior Executives, filed as Exhibit 10.2 to the Current Report on Form 8-K filed on August 17, 2021, with certain enhancements if such termination occurs within a specified period prior to or following a change in control of the Company. In addition, if Mr. Scherr's employment is terminated by the Company without cause or he resigns for good reason, the equity awards summarized above will be eligible for either partial or full vesting, subject to achievement of the applicable performance targets in the case of the performance-based restricted stock units, and depending on whether such termination occurs within a specified period prior to or following a change in control of the Company. In the event of a termination for cause, such equity awards will be forfeited in full. The Employment Agreement further prohibits Mr. Scherr from competing with the Company or soliciting its employees or clients for two years following the termination of his employment for any reason.


In connection with Mr. Scherr's appointment, Mark Fields will step down from his role as Interim Chief Executive Officer, effective as of Mr. Scherr's start date. Mr. Fields will remain employed as an adviser to the Company to provide transition services for up to a two-week period following Mr. Scherr's start date, and will remain a director of the Company.