HERTZ GLOBAL HOLDINGS, INC current report, 20 August 2018

Full document

Business Context and Reporting Period

This Form 8-K Current Report was filed by Hertz Global Holdings, Inc. and The Hertz Corporation on August 20, 2018. The filing addresses significant changes in executive leadership, specifically the departure of the Chief Financial Officer and the appointment of a successor.

Key Financial Metrics

The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on executive compensation and personnel changes.

Material Changes

  • Departure: Thomas C. Kennedy resigned as Chief Financial Officer effective August 20, 2018, after 4.5 years of service.
  • Interim Leadership: Robin C. Kramer, Senior Vice President and Chief Accounting Officer, was appointed Acting Chief Financial Officer effective immediately to serve until September 10, 2018.
  • Permanent Appointment: Jamere Jackson was appointed Chief Financial Officer, effective September 10, 2018.

Compensation and Management Commentary

The filing details the compensation package for the new CFO, Jamere Jackson, which includes:

  • Base Salary: $775,000 annually.
  • Bonus: Target award of 110% of base salary under the Senior Executive Bonus Plan.
  • Sign-on Cash Awards: $704,000 payable within 30 days of employment and $250,000 payable in March 2019. These amounts are subject to clawback provisions if employment terminates within 12 to 24 months.
  • Equity Grants:
    • $1,128,000 in time-vesting restricted stock units (vesting one-third annually).
    • $1,500,000 in performance stock units (vesting on the third anniversary subject to metrics).
  • Future Equity: Eligibility for annual equity grants targeting $2,000,000 starting in 2019.
  • Other Benefits: Use of a Hertz service vehicle and relocation expense reimbursement.

A Separation Agreement for the departing CFO, Thomas C. Kennedy, is expected to be filed in a subsequent report.

Investor Verification Checklist

  • Verify the terms of the Separation Agreement for Thomas C. Kennedy in the subsequent 8-K filing.
  • Confirm the vesting schedule and performance metrics for Jamere Jackson's $1.5 million performance stock unit grant.
  • Review the clawback provisions for the $954,000 in sign-on cash awards if Jackson departs within 24 months.
  • Monitor the transition period between August 20 and September 10, 2018, under Acting CFO Robin C. Kramer.