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Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-25 · 1366 added, 173 removed, 507 unchanged (75% of the section changed)

CONTROLS AND PROCEDURES (Continued)

THE HERTZ CORPORATION

Evaluation of Disclosure Controls and Procedures

Our senior management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this 2019 Annual Report.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2019 , the Company’s disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Internal control over financial reporting has inherent limitations.

Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.

Internal control over financial reporting can also be circumvented by collusion or improper management override.

Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting.

Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management, including our Chief Executive Officer and our Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2019 .

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework (2013).

Based on this assessment, management has concluded that we maintained effective internal control over financial reporting as of December 31, 2019 .

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears in this 2019 Annual Report.

Changes in Internal Control over Financial Reporting

In August 2019, we consolidated our Enterprise Resource Planning ("ERP”) systems into a single global platform and upgraded our technology for accounting, budgeting and forecasting to improve our financial and operational information.

There were no other changes in our internal control over financial reporting that occurred during 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Our management has been implementing and continues to implement measures designed to ensure that the material weakness is remediated.

The remediation actions include, but are not limited to, the following:

• Performing an assessment of the IT organization to determine the sufficiency of resources with the appropriate level of knowledge, experience and training commensurate with our ITGC internal controls and executing any recommendations arising from the assessment.

• Clarifying and communicating roles for ITGC control owners and SOX project management team.

• Re-training ITGC control owners regarding risks, controls and maintaining adequate evidence.

• Improved existing de-provisioning controls for timely execution of removal of terminated user access.

• Enhancing quarterly reporting on ITGC design and operational effectiveness to the Chief Information Officer and Audit Committee of the Board of Directors.

After identification of the material weakness, management performed further analysis and completed additional procedures to confirm that the material weakness did not result in any identified misstatements in the financial statements, and there were no changes to previously issued financial results.

Based on these procedures and analysis, and nothwithstanding the material weakness in our internal control over financial reporting, management has concluded that our consolidated financial statements and related notes included in this annual report have been prepared in accordance with GAAP.

Our Chief Executive Officer and Chief Financial Officer have certified that, based on each officer’s knowledge, the financial statements, as well as the other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report.

In addition, Ernst & Young LLP has issued an unqualified opinion on our consolidated financial statements, which is included in Item 8 of this Annual Report.

OTHER INFORMATION

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THE HERTZ CORPORATION AND SUBSIDIARIES

Hertz Global expects to file with the SEC in March 2020, a definitive proxy statement (the "Proxy Statement"), pursuant to SEC Regulation 14A in connection with our Annual Meeting of Shareholders to be held on May 6, 2020.

The following information to be included in such Proxy Statement is herein incorporated by reference in this Part III.

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Hertz Global incorporates by reference the information appearing under “Election of Directors (Proposal 1) - Director Nominees,” “Corporate Governance - Corporate Governance Guidelines,” “Corporate Governance - Director Nominations,” “Corporate Governance - Roles and Responsibilities of the Board Committees” and "Corporate Governance - Meetings and Committees of the Board of Directors" in the Proxy Statement.

Information required by this item with respect to Hertz is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Set forth below is information regarding our directors as of February 22, 2021.

Keizer has served as a director of the Company since June 2016 and Hertz since October 2015.

Keizer is 64 years old and has served as Independent Non-Executive Chair ("Chair") of the Boards of the Company and Hertz since January 2017.

Business Experience.

Keizer formerly served as Deputy Chairman and Chief Operating Officer of KPMG LLP ("KPMG"), the U.S.-based and largest individual member firm of KPMG International (“KPMGI”), a role from which he retired in December 2012.

KPMGI is an international professional services organization that provides audit, tax and advisory services throughout the world.

Prior to serving as Deputy Chairman and Chief Operating Officer, Mr.

Keizer held several key leadership positions throughout his 35 years at KPMG, including Global Head of Audit from 2006 to 2010 and U.S.

Vice Chairman of Audit from 2005 to 2010.

Directorships.

Keizer currently serves as a trustee of the BlackRock Multi-Asset Funds Complex, an investment company.

He is also a member of the boards of directors of Sealed Air Corporation., a leading provider of packaging solutions, where he chairs the audit committee, and Park Indemnity Ltd., a privately-held Bermuda captive insurer affiliated with KPMGI.

He previously served as a director and audit committee chair of WABCO Holdings, Inc., a global innovator and manufacturer of technologies for commercial vehicles, a director and audit committee chair of MUFG Americas Holdings, Inc.

and MUFG Union Bank, each a financial and bank holding company, from 2014 to 2016, and as a director and audit committee chair of Montpelier Re Holdings, Ltd., a global property and casualty reinsurance company, until it merged with Endurance Specialty Holdings Ltd.

in July 2015.

Keizer was formerly a director of the American Institute of Certified Public Accountants from 2008 to 2011.

Executive Officer and Leadership Experience.

Keizer has significant management, operating and leadership skills gained as Deputy Chairman and Chief Operating Officer of KPMG and as a director of multiple public and private companies.

Accounting, Financial Reporting and General Industry Experience.

As a certified public accountant, Mr.

Keizer, has extensive knowledge and understanding of financial accounting, internal control over financial reporting and auditing standards from his many years of experience and key leadership positions held with KPMGI.

Keizer also has over four decades of diverse industry perspective gained through advising companies engaged in manufacturing, banking, insurance, consumer products, retail, technology and energy, providing him with perspective on the issues facing major companies and the evolving business environment.

Risk Management Expertise.

Keizer’s extensive leadership experience at KPMG provides the Board with expertise in risk management and oversight of our domestic and international operations.

Barnes has served as a director of the Company since June 2016 and Hertz since May 2016.

Barnes is 65 years old.

Business Experience.

Barnes has served as Senior Advisor for Bridge Growth Partners LLC (“Bridge Growth”), a private equity fund, since 2016 and in this capacity serves as a member of the board of directors for several privately-held companies in Bridge Growth’s technology investment portfolio.

Barnes is the former Senior Vice President, Chief Information and Global Business Services Officer of United Parcel Service, Inc.

(“UPS”) a role he served in from 2011 to 2016.

From 2005 to 2011, Mr.

Barnes served as Senior Vice President and Chief Information Officer for UPS.

UPS is one of the world’s largest package delivery company, a leader in the U.S.

less-than-truckload industry, a provider of global supply chain management and advanced logistic solutions and an operator of one of the world’s largest airlines.

In his role as Chief Information Officer of UPS and a member of the UPS

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Management Committee, Mr.

Barnes was responsible for all aspects of UPS technology utilized in over 220 countries and territories.

He also chaired the UPS Information Technology Governance Committee responsible for global technology strategy, architecture, mobility, hardware design and research and development.

In addition, he was responsible for information security, served as Co-Chair of the enterprise risk committee and was a member of the UPS Corporate Strategy and the Finance Committees.

Prior to serving as a member of the UPS Management Committee, he held a number of key leadership positions throughout his 39-year career at UPS in areas including technology development, operations, UPS airline, international custom house brokerage, mergers and acquisitions and finance.

Directorships.

Barnes was previously a director at Ingram Micro Inc., a global technology and supply chain service provider, from June 2014 to December 2016, where he was a member of the audit committee and chair of the technology committee.

Barnes is a director at DXC Technology Company, an enterprise technology company, since 2020 and also serves as a director for Solace Systems, Inc., a software company, since 2016 where he serves on the audit committee and Back Office Associates, a software company, since 2017 where he serves on the audit and technology committees.

Executive Officer Experience.

Barnes has significant management and leadership skills gained as Chief Information Officer of UPS and as a member of the UPS Management Committee.

Operations Expertise.

Barnes’ role as a former Chief Information Officer of a company with worldwide operations and transactions provides our Board with critical experience regarding our domestic and international operations, including experience with automotive fleet management, in-vehicle telematics, transportation network systems and transportation equipment leasing.

Strategy, Cybersecurity and Technology Experience.

Barnes provides our Board with valuable insights on incorporating technology into our ongoing operations and utilizing technology-based solutions to streamline our business and improve the customer experience.

In addition, he provides significant experience managing cybersecurity and information privacy.

SungHwan Cho has served as a director of the Company and Hertz since May 2017.

Cho is 46 years old.

Business Experience.

Cho has served as Chief Financial Officer of Icahn Enterprises L.P.

("Icahn Enterprises"), a diversified holding company engaged in a variety of businesses, including investment, automotive, energy, food packaging, metals, real estate and home fashion, since March 2012.

Prior to that time, he was Senior Vice President and previously Portfolio Company Associate at Icahn Enterprises since October 2006.

Directorships.

Cho has been a director of Icahn Enterprises since September 2012 and CVR Energy, Inc., a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries, since May 2012 (and has been chairman of the board since June 2018).

Cho was previously a director of Tenneco, Inc, a manufacturer of products for light vehicles, commercial trucks, and off-highway applications, from April 2019 to June 2020, a director (and chairman of the board beginning June 2018) of CVR Refining, LP, an independent downstream energy limited partnership, from January 2013 to January 2019, a director (and chairman of the board beginning July 2014) of American Railcar Industries, Inc., a railcar manufacturing company, from June 2011 to December 2018, a director of CVR Partners LP, a nitrogen fertilizer company, from May 2012 to April 2017, a director of Viskase Companies, Inc., a meat casing company, from November 2006 to April 2017, and a director of Take-Two Interactive Software Inc., a publisher of interactive entertainment products, from April 2010 to November 2013.

Finance and Strategic Experience.

Cho provides our Board with significant financial and strategic experience gained through his experience as Chief Financial Officer of Icahn Enterprises as well as his multiple directorships.

Operating and Corporate Governance Experience .

Cho’s service in other director roles provides our Board extensive operating and governance experience, as well as perspective on the strategy and direction of our Company.

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Capital Markets Experience.

Cho’s financial experience provides our Board with important expertise in capital markets and finance matters.

Intrieri has served as a director of the Company since June 2016 and Hertz since September 2014.

Intrieri is 63 years old.

Business Experience.

Intrieri is the Chief Executive Officer and founder of VDA Capital Management LLC, a private investment fund, and was formerly employed by entities affiliated with Icahn Enterprises LP from October 1998 to December 2016 in various investment-related capacities.

From January 2008 until December 2016, Mr.

Intrieri served as Senior Managing Director of Icahn Capital LP.

In addition, from November 2004 to December 2016, Mr.

Intrieri served as a Senior Managing Director of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners Master Fund LP.

From 1992 to 1995, Mr.

Intrieri was a partner at Arthur Andersen LLP, a professional services organization.

Directorships.

Intrieri has been a director of Transocean Ltd., a provider of offshore contract drilling services for oil and gas wells, since May 2014.

Intrieri has also been a director of Navistar International Corporation, a truck and engine manufacturer, since October 2012, where he serves as co-lead director, co-chair of the finance committee and a member of the nominating and governance committee.

Intrieri previously served as a director of Energen Corporation, an independent oil and gas exploration and production company, from March 2018 to December 2018, Conduent Incorporated, a provider of diversified business process services, from January 2017 to May 2018, Chesapeake Energy Corporation, an oil and gas exploration and production company, from June 2012 to September 2016, CVR Refining, LP, an independent downstream energy limited partnership, from September 2012 to September 2014, Forest Laboratories, Inc., a supplier of pharmaceutical products, from June 2013 to June 2014, CVR Energy, Inc., a diversified holding company primarily engaged in the petroleum refining and nitrogen fertilizer manufacturing industries, from May 2012 to May 2014, and Federal-Mogul Corporation ("Federal-Mogul"), a global supplier of products and services related to vehicles and equipment, from December 2007 to June 2013.

Intrieri was also chairman of the board of PSC Metals Inc., a processor and recycler of metals, from 2007 to 2012 and has served as chairman of audit, finance, corporate governance and compensation committees of various public companies throughout his career and was previously a certified public accountant.

Accounting and Finance Experience.

Intrieri’s significant financial and accounting experience through his directorships and former employment makes him an important advisor to our Board.

Intrieri was also previously a certified public accountant and partner at a major international accounting firm.

Corporate Governance Experience.

Intrieri’s multiple directorships give him a deep understanding of board responsibilities and provides our Board with strategic oversight capabilities.

Strategic and Risk Management Knowledge.

Intrieri’s experience and his multiple directorships provide our Board important strategic experience and knowledge of appropriate risks to execute our business strategies.

Anindita Mukherjee has served as a director of the Company and Hertz since May 2018.

Mukherjee is 55 years old.

Business Experience.

Mukherjee is the Chairwoman and Chief Executive Officer of Pernod Ricard USA ("Pernod"), an alcoholic beverage company, since November 2019.

Mukherjee was previously the Global Chief Commercial Officer and the Global Chief Marketing Officer, of S.C.

Johnson & Son, Inc.

("SC Johnson"), a multinational consumer product manufacturer, from October 2015 to November 2019.

Mukherjee previously held several senior positions with PepsiCo, Inc.

("PepsiCo"), a multinational food and beverage corporation, from 2005 until October 2015.

These positions include President, Global Snacks Group and Global Insights, in 2015, Senior Vice President and Chief Marketing Officer, Frito-Lay, Inc., a subsidiary of PepsiCo, from 2009 to 2015, Group Vice President, Marketing, Frito-Lay, Inc., from 2007 to 2009 and Vice President, Consumer Strategy and Insights, Frito-Lay, Inc., from 2005 to 2007.

From 1994 to 2005, Ms.

Mukherjee served in a variety of roles with Kraft Foods, Inc., a food and beverage manufacturing and processing company.

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Directorships.

Mukherjee served as a member of the board of directors of Calbee, Inc., a Japanese snack food maker, from June 2015 to October 2015 as a designee of PepsiCo.

Marketing and Strategy Experience.

Mukherjee provides our Board with extensive experience and understanding of marketing and brand strategies through her roles at Pernod, SC Johnson and PepsiCo, which are key areas for our Company’s growth.

Branding, Marketing and Media Expertise.

Mukherjee brings expertise in branding, marketing and global media developed from her roles at three large retail consumer companies to support our continued efforts to develop and communicate our brand and product offerings.

International Business and Leadership Experience.

Mukherjee provides our Board with leadership skills and significant management, operational and strategic experience through her role as Chief Executive Officer of Pernod.

Mukherjee’s experience in managing global branding and marketing efforts for retail consumer companies and her leadership experience provide our Board with specialized perspective and knowledge.

Ninivaggi has served as a director of the Company since June 2016 and Hertz since September 2014.

Ninivaggi is 56 years old.

Business Experience.

Ninivaggi currently serves as the Managing Member of Protean Services, LLC, an investment research and consulting firm, since December 2019.

Ninivaggi previously served as Chief Executive Officer of Icahn Automotive Group LLC, a provider of automotive parts distribution, repair and service, and as Managing Director of the automotive segment of Icahn Enterprises, positions he held from March 2017 to August 2019.

Ninivaggi served as a director of the Federal-Mogul from March 2010 until March 2017, as Co-Chairman from May 2015 until March 2017 and as Co-Chief Executive Officer and Chief Executive Officer of Federal-Mogul’s Motorparts segment from February 2014 to March 2017.

Ninivaggi was President of Icahn Enterprises from April 2010 to February 2014, and its Chief Executive Officer from August 2010 to February 2014.

From January 2011 to May 2012, Mr.

Ninivaggi also served as the Interim President and Interim Chief Executive Officer of Tropicana Entertainment Inc., a company primarily engaged in the business of owning and operating casinos and resorts.

From 2003 until 2009, Mr.

Ninivaggi held a variety of executive positions at Lear Corporation, a global tier one supplier of automotive seating and electrical and electronic power management systems and components.

Directorships.

Ninivaggi has been a director of numerous public and private companies, including Navistar International Corporation, a manufacturer of commercial and military trucks, buses and engines, from August 2017 to October 2018, Icahn Enterprises G.P.

Inc., which is the general partner of Icahn Enterprises, from March 2012 until May 2015, CVR Energy, Inc., an independent petroleum refiner and marketer of high value transportation fuels, from May 2012 to February 2014, CVR GP, LLC, the general partner of CVR Partners LP, a nitrogen fertilizer company, from May 2012 to February 2014, Viskase Companies, Inc., a food packaging company, from June 2011 to February 2014, XO Holdings, a competitive provider of telecom services, from August 2010 to February 2014, Tropicana Entertainment Inc., a hotel and casino operator, from January 2011 to December 2015, CIT Group Inc.

from December 2009 to May 2011 and Motorola Mobility Holdings Inc.

from December 2010 to May 2011.

Executive Officer and Leadership Experience.

Ninivaggi provides the Board with leadership skills, significant management, strategic and operational experience through his positions as Chief Executive Officer of Icahn Enterprises, Chief Executive Officer of Tropicana Entertainment Inc., Chief Executive Officer of Icahn Automotive Group LLC, Co-Chief Executive Officer and Co-Chairman of Federal-Mogul and as a director and officer of multiple public and private companies.

Strategic and Risk Management Knowledge.

Ninivaggi provides the Board with significant experience in the evaluation of strategic opportunities and offers our Board perspectives on risk management with respect to our operations.

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Extensive Knowledge of the Company’s Business and Industry.

Ninivaggi provides the Board with specialized expertise on matters related to the automotive industry through his roles at Icahn Automotive Group LLC, Federal-Mogul, Lear Corporation and other directorships.

Sheehan has served as a director of the Company and Hertz since August 2018.

Sheehan is 67 years old.

Business Experience.

From August 2016 to May 2018, Mr.

Sheehan served as the President and Chief Executive Officer of Scientific Games Corporation, an international gaming and lottery company.

Sheehan served as Chief Executive Officer of Norwegian Cruise Line Holdings Ltd., a global cruise line operator (“Norwegian Cruise Line”), from November 2008 through January 2015 and as President of Norwegian Cruise Line from August 2010 through January 2015 (and previously from August 2008 through March 2009).

Sheehan also served as Chief Financial Officer of Norwegian Cruise Line from November 2007 until September 2010.

Before joining Norwegian Cruise Line, Mr.

Sheehan served as a consultant to private equity firms, including Cerberus Capital Management LP and Clayton Dubilier & Rice LLC.

From 2001 to 2005.

Sheehan held various senior executive roles at Cendant Corporation, including Chairman and Chief Executive Officer of the corporation’s Vehicle Services Division (which included Avis Rent A Car, Budget Rent A Car, Budget Truck, PHH Vehicle Management, First Fleet and Wright Express businesses) from January 2003 through May 2005 and Chief Financial Officer from March 2001 through May 2003.

Directorships.

Sheehan currently serves on the boards of directors of Gannet Co, Inc., a diversified portfolio of local media assets and digital marketing services businesses, including USA Today, where he has served as lead director since 2006 and is a member of the audit committee, Dave & Buster's Entertainment, Inc., operator of venues that combine entertainment and dining in North America for adults and families, where he has served since 2011 and is a member of the audit committee, and Navistar International Corporation, a manufacturer of commercial and military trucks, where he has served since October 2018 and is a member of the audit and compensation committees.

Sheehan previously served on the boards of directors of Scientific Games Corporation from August 2016 to September 2018 and Bob Evans Farms, Inc.

from 2014 to August 2017.

Sheehan was was previously a certified public accountant.

Executive Officer and Leadership Experience.

Sheehan provides the Board with extensive experience as both principal executive and principal financial officer for several public and private entities.

Through his experience as chief financial officer of several large corporations he has gained significant financial experience as well as an understanding of the complexities of our current economic environment.

Extensive Knowledge of the Company’s Business and Industry.

Sheehan provides the Board with in-depth knowledge of the travel, tourism and vehicle rental businesses through his roles as Chief Executive Officer, President and Chief Financial Officer of Norwegian Cruise Line, Chairman and Chief Executive Officer of Cendant Corporation’s Vehicle Services Division and a director of several public companies.

Financial and Investment Knowledge.

Sheehan provides the Board significant experience in the evaluation of investment opportunities as well as significant financial and business knowledge relevant to the Company’s operating and financial plans.

Stone has served as President and Chief Executive Officer and as a director of the Company and Hertz since May 2020.

Stone is 50 years old.

Business Experience.

Stone previously served as Executive Vice President and Chief Retail Operations Officer North America of Hertz from March 2018 to May 2020.

From November 2015 to December 2017, Mr.

Stone served as the Chief Retail Officer at Cabela's Inc., an outdoor outfitter retail company.

Prior to joining Cabela's Inc., Mr.

Stone spent 28 years growing his career with Sam's Club, a retail warehouse subsidiary of Walmart Inc., a multinational retail corporation.

His most-recent position with Sam's Club was as Senior Vice President - West Division from 2007 to 2015, where he led operations upwards of 200 locations with more than 30,000 employees.

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Executive Officer and Leadership Experience.

Stone has significant expertise as an executive officer through his senior executive roles in retail operations in different industries.

His experience as an officer of large companies has demonstrated excellent financial and operational expertise and management skills.

Code of Ethics

Our Standards of Business Conduct applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer and principal accounting officer.

Our Standards of Business Conduct constitutes a “code of ethics” as defined by Item 406(b) of Regulation S-K.

The Standards of Business Conduct is publicly available without charge on the “Investor Relations — About Hertz—Governance Documents” portion of our website, www.hertz.com .

Committees of the Board

The following table sets forth the members of our Board, the standing committees of the Board on which they served in 2020, the chairs of the committees, the members of the Audit Committee designated by the Board as “financial experts” as defined in Item 407 of Regulation S-K, the non-independent member of the Board and our CEO.

Director Audit Committee Compensation Committee Finance Committee Nominating and Governance Committee Technology Committee

Keizer* C l l

SungHwan Cho l l l

Intrieri* l C C

Anindita Mukherjee l l l

Ninivaggi C l l

Sheehan* l l l

l Member C Chair * Financial Expert ** Non-Independent Director

The Board also has a temporary Operating Committee, which is currently composed of Daniel A.

Ninivaggi and SungHwan Cho.

The purpose of the Operating Committee is to provide additional support in response to the COVID-19 pandemic, oversee certain elements of the restructuring process and such other responsibilities and duties as may be established by the Board from time to time.

Roles and Responsibilities of the Board Committees

Our Board has five standing Committees:

Audit Committee;

Compensation Committee;

Finance Committee, Nominating and Governance Committee;

and Technology Committee.

Each Committee has a written charter and each charter is available on the “Investor Relations — About Hertz—Committee Charters” portion of our website, www.hertz.com.

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Audit Committee

Qualifications:

● Each member of the Audit Committee is required to meet all independence requirements of the NYSE Corporate Governance Standards, Rule 10A-3(b)(1) of the Exchange Act and applicable law.

● Our Board has determined that each member of the Audit Committee is “financially literate” as defined under the NYSE Corporate Governance Standards.

● The Board has determined that each of Mr.

Intrieri and Mr.

Sheehan is an “audit committee financial expert” under the applicable SEC rules based on their experience and qualifications.

● No member of the Audit Committee simultaneously serves on the audit committees of more than three public companies, including that of the Company.

Primary Responsibilities:

● Oversees our accounting, financial and external reporting policies and practices, as well as the integrity of our financial statements.

● Monitors the independence, qualifications and performance of our independent certified registered public accounting firm.

● Oversees the performance of our internal audit function, the management information systems and operational policies and practices that affect our internal controls.

● Monitors our compliance with legal and regulatory requirements.

● Reviews our guidelines and policies as they relate to risk management and the preparation of our Audit Committee’s report included in our proxy statement.

Compensation Committee

Qualifications:

● Each member of the Compensation Committee is required to meet all independence requirements of the NYSE Corporate Governance Standards and applicable law.

● Each member of the Compensation Committee is required to be a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.

Primary Responsibilities:

● Oversees our compensation and benefit policies, generally.

● Evaluates the performance of our CEO as related to all elements of his or her compensation, as well as the performance of our senior management group.

● Reviews compliance with our Stock Ownership Guidelines applicable to senior management and non-employee directors.

● Reviews our policies and procedures related to collective bargaining agreements and labor policy.

● Approves and recommends to our Board all compensation plans and arrangements for our senior management group.

● Reviews and approves or recommends to our Board the short-term compensation and equity award grants to certain members of our senior management group under our incentive plans.

● Prepares reports on executive compensation required for inclusion in our proxy statement.

● Reviews our management succession plan.

● Reviews and recommends to our Board the compensation paid to our directors.

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Finance Committee

Qualifications:

● A majority of the members of the Finance Committee are required to meet all independence requirements of the NYSE Corporate Governance Standards and applicable law.

● Each member of the Finance Committee is required to be a “non-employee director” for purposes of Rule 16b-3 of the Exchange Act.

Primary Responsibilities:

● Reviews and approves our capital markets and financing plans consistent with the prior approvals of the Board, including our debt, equity or other financing arrangements (including refinancing activity).

● Reviews the material terms and conditions of our long-term debt and equity financings and issuances consistent with the prior approvals of the Board, including with respect to bank loans, letter of credit facilities, securitization facilities, collateral security or pledge agreements, promissory notes, commercial paper and guarantees.

● Reviews our dividend policy and share repurchase strategy and recommends to the Board the amount and frequency of any dividends or share repurchases (if any).

● Reviews and approves entering into swap and other derivative transactions consistent with the prior approvals of the Board.

● Reviews with management the financial considerations relating to pension and retirement plans.

Nominating and Governance Committee

Qualifications:

● Each member of the Nominating and Governance Committee is required to meet all independence requirements of the NYSE Corporate Governance Standards and applicable law.

Primary Responsibilities:

● Assists our Board in determining the skills, qualities and eligibility of individuals recommended for membership on our Board.

● Reviews the composition of our Board and its committees to determine whether it may be appropriate to add or remove individuals.

● Reviews and evaluates directors for re-nomination and re-appointment to committees.

● Reviews and assesses the adequacy of our Corporate Governance Guidelines, Standards of Business Conduct and Directors’ Code of Business Conduct and Ethics.

● Reviews and oversees corporate social responsibility strategy and performance, director orientation and Board continuing education.

● Leads our Board in a self-evaluation to determine whether it and its committees are functioning effectively.

Technology Committee

Qualifications:

● Each member of the Technology Committee is required to meet all independence requirements of the NYSE Corporate Governance Standards and applicable law.

Primary Responsibilities:

● Evaluates technology-related systems architecture for consistency with our organizational structure, strategy and business objectives.

● Evaluates the progress of technology projects and systems architecture alternatives.

● Evaluates the capacity, performance, reliability and competitiveness of our technology-related systems.

● Reviews the technology budget for alignment with our strategy and goals and makes recommendations to the Board for technology-related investments.

● Evaluates the effectiveness of technology systems relative to customer service capabilities and performance.

● Monitors the quality and effectiveness of our cybersecurity initiatives.

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Nomination of Directors

Directors may be nominated by the Board or by stockholders of the Company in accordance with the Company's By-Laws.

The Nominating and Governance Committee recommends to the Board criteria for Board membership, which includes the criteria in our Corporate Governance Guidelines, and when requested by the Board, recommends candidates for membership on the Board.

Evaluations of candidates generally involve a review of background materials, internal discussions and interviews with selected candidates as appropriate.

Nominees for director are selected on the basis of their business experience, qualifications, attributes and skills, such as relevant industry knowledge, specific experience with technology, accounting, finance, leadership, strategic planning, international markets, independence, judgment, integrity, diversity of backgrounds, the absence of potential conflicts with our interests and such other criteria as may be established by the Board from time to time.

In addition, the Board considers, in light of our business, each director nominee's experience, qualifications, attributes and skills that are identified in the biographical information described above.

The Corporate Governance Guidelines and the Nominating and Governance Committee charter specify that the Nominating and Governance Committee considers several factors, including diversity, when evaluating or conducting searches for directors.

The Nominating and Governance Committee interprets diversity broadly to include a variety of opinions, perspectives, personal and professional experiences and backgrounds, such as international and multicultural experience and understanding, as well as other differentiating characteristics, including race, ethnicity and gender.

There have been no material changes to the procedures by which stockholders may recommend nominees to the Company’s Board as set forth in the Company’s Proxy Statement on Schedule 14A filed with the SEC on March 27, 2020.

EXECUTIVE COMPENSATION

Hertz Global incorporates by reference the information appearing under the captions “Compensation Discussion and Analysis," "Potential Payments on Termination or Change in Control," "Corporate Governance - Risk Oversight," "CEO Pay Ratio," "Ownership of Our Common Stock - Compensation Committee Interlocks and Insider Participation” and “Compensation Committee Report” in the Proxy Statement.

Information required by this item with respect to Hertz is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes our compensation objectives, policies and decisions for 2020 regarding our Named Executive Officers ("NEOs"), who are listed below.

Stone President and Chief Executive Officer

Kenny Cheung Executive Vice President and Chief Financial Officer

Angela Brav President International

David Galainena Executive Vice President and General Counsel

Opal Perry Executive Vice President and Chief Information Officer

Marinello Former President and Chief Executive Officer (resigned effective May 16, 2020)

Jamere Jackson Former Executive Vice President and Chief Financial Officer (resigned effective August 14, 2020)

Richard Eric Esper Former Executive Vice President and Chief Financial Officer (resigned effective September 22, 2020)

Executive Summary

Our executive compensation programs are designed to create long-term value by aligning the interests of our executive officers with those of the Company.

In order to accomplish this objective, we provide competitive executive compensation programs that enable us to attract and retain highly talented individuals, and we link the vast majority of their pay directly to the achievement of performance goals designed to foster the creation of sustainable long-term value.

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We have structured our compensation programs to provide our NEOs and other senior executives with levels of compensation that we believe are necessary to retain their services and to avoid the disruption and expense associated with unintended departures, while also motivating and rewarding leadership for our success in dynamic and competitive markets and aligning their interests with those of the Company.

Impact of COVID-19 and Restructuring on Compensation Program

Our compensation philosophy for 2020 started the year with the objective to reward our senior level executives for performance through short- and long-term incentive programs.

The incentive programs approved in early March 2020 established linkage to performance measured against established goals that are relevant to our business and the creation of stockholder value and to align our senior executives' interests with those of our stockholders.

Our initial 2020 performance measures were designed to

● Align our compensation practices with our "pay-for-performance" compensation philosophy;

● Adapt to reasonable potential changes to the Company’s economic and strategic environment;

● Reward positive operational and financial performance that we believe enhances value over time.

When the COVID-19 pandemic started impacting global travel in March of 2020, the Company experienced an unprecedented decrease in vehicle rentals and related revenue.

In an effort to reduce costs on March 23, 2020, the Board approved voluntary executive officer base salary reductions of 20%, except for Mr.

Jackson who requested a 25% reduction in his base salary and Ms.

Marinello who requested elimination of her annual salary (except for the nominal amount needed to pay for her health and welfare benefit contributions) commencing on April 1, 2020.

On May 3, 2020, the Board met again to review executive salaries taking into consideration the executives’ efforts that had already been undertaken and would continue to be necessary in order for the executive officers to operate with reduced resources.

Effective May 11, 2020, the Board restored to pre-reduction levels the base salaries of those executive officers who had voluntarily reduced their salaries, except that Ms.

Marinello, who had previously voluntarily forgone substantially all of her base salary, voluntarily agreed to a 10% salary reduction going forward.

Marinello resigned as CEO on May 16, and Mr.

Stone was appointed as CEO at that time.

As the travel industry continued to deteriorate the Board considered the risk of losing key remaining employees, and a result, approved the 2020 Key Employee Retention Plan which covered over 300 employees at the director level and above.

For more information please see “2020 Key Employee Retention Plan” below.

On May 22, 2020, Hertz and its affiliated Debtors filed petitions for relief under Chapter 11 of the U.S.

Bankruptcy Code.

As a result of the extraordinary spectrum of events, the Compensation Committee and the Board determined that the compensation design should be adjusted to focus on the more immediate need of retention of key executive officers to help us navigate the extreme challenges to our business, the complex restructuring, and the assumption of additional responsibilities as a result of reduced staff levels and increased workload.

Specifically, following the May 22, 2020, filing for bankruptcy and restructuring Mr.

Jackson resigned as CFO on August 14, 2020, and his replacement as CFO, Mr.

Esper, resigned on September 22, 2020, and was replaced by Mr.

Cheung at that time.

Summary of Annual Compensation Decision-Making Process

Compensation Committee Oversight.

The Compensation Committee reviews and establishes the compensation program for our NEOs.

The Compensation Committee is committed to creating incentives for our NEOs that reward them for the performance of the Company.

The Compensation Committee considers market median data for similar positions when setting executive compensation but adjusts based on individual performance and responsibilities as well as recruitment and retention considerations.

Performance measures are defined at the beginning of a performance period and approved by the Compensation Committee.

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Role of the Compensation Consultant.

The Compensation Committee has the authority to retain outside advisors as it deems appropriate.

Effective August 2, 2019, the Compensation Committee selected the firm Pay Governance as its independent compensation consultant.

The responsibilities of our compensation consultant include:

● Reviewing and advising on total executive compensation, including salaries, short- and long-term incentive programs and relevant performance goals;

● Advising on industry trends, important legislation and best practices in executive compensation;

● Advising on effectively aligning pay with performance and with our business needs;

● Assisting the Compensation Committee with any other matters related to executive compensation arrangements, including executive employment and award arrangements.

When making compensation determinations for 2020 the Compensation Committee reviewed and considered recommendations from Pay Governance.

Our compensation consultant does not perform any services for the Company other than in its role as independent advisor to the Compensation Committee.

Before engaging any compensation consultant, it is the Compensation Committee’s practice to determine the compensation consultant’s independence and whether any conflicts of interest would be raised by the engagement of the compensation consultant.

The Compensation Committee believes that Pay Governance is independent and the work they have performed does not raise any conflicts of interest.

The Compensation Consultant also reviewed the Peer Group at the direction of the Compensation Committee.

The Compensation Committee discussed the Peer Group analysis and approved a revised Peer Group for 2020, which is discussed more fully below.

When the COVID-19 travel restrictions and related Company economic downturn occurred, the compensation consultant also served as advisor to the Compensation Committee with regard to the 2020 Key Employee Retention Plan and further compensation related considerations resulting from the restructuring.

The compensation consultant also advised on the 2020 Executive Incentive Plan (“EIP”) which was formally approved by the Bankruptcy Court on October 20, 2020, for employees below the executive vice president level.

The compensation consultant also reviewed and recommended compensation for newly appointed executive officers occurring as a result of voluntary and involuntary executive terminations.

The compensation consultant will continue to advise the Compensation Committee regarding 2021 executive compensation and related restructuring compensation considerations.

In late 2019, the Compensation Committee selected our Peer Group for 2020 in consultation with the compensation consultant, Pay Governance.

Because the number of our direct industry competitors in the global market is limited, we did not limit the Peer Group to our direct competitors, but also included similarly-sized companies that bear substantial similarities to our business model and with which we compete for talent, including travel and travel-related companies.

The companies in the 2020 Peer Group had median annual revenues for 2018 of approximately $624 million to $22.8 billion and median annual revenues of approximately $9.1 billion, as compared to our 2018 revenue of $9.5 billion (based on data compiled by Pay Governance from publicly-available financial reports).

Changes to our Peer Group from 2019 to 2020 included the removal of six companies and the addition of two.

These changes were made to more closely align the Peer Group to our industry and business model.

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EXECUTIVE COMPENSATION (continued)

The following are the companies that comprised our Peer Group for 2020:

Alaska Air Group, Inc.

Norwegian Cruise Line Holdings Ltd.

AutoNation, Inc.

Penske Automotive Group, Inc.

Avis Budget Group, Inc.

Royal Caribbean Cruises Ltd.

Ryder System, Inc.

Element Fleet Management Sonic Automotive, Inc.

Group 1 Automotive, Inc.

Southwest Airlines Co.

Hilton Worldwide Holdings, Inc.

United Rentals, Inc.

JetBlue Airways Corp.

Wyndham Destinations, Inc.

Lithia Motors, Inc.

When making compensation decisions for our senior executives, our management and the Compensation Committee consider the compensation levels of the Peer Group, as well as industry factors, general business developments, corporate, business unit and individual performance, the roles within our organization, their experience in the travel and transportation industry, compensation at their previous employers with respect to new hires and our overall compensation philosophy.

The Compensation Committee does not apply Peer Group data in a formulaic manner to determine the compensation of our NEOs.

Rather, the Peer Group data represent one of several factors that the Compensation Committee considers in a holistic assessment of compensation decisions.

Role of the CEO.

In determining the appropriate levels of our compensation programs, our CEO traditionally provides his or her input to the Compensation Committee on topics that influence business performance.

As part of this process, our CEO obtains data from and has discussions with our Chief Human Resources Officer or other appropriate executives.

Our CEO reviews and makes observations regarding performance and provides additional data for the Compensation Committee to consider regarding our overall compensation program.

Although the Compensation Committee may consider our CEO’s input, in all cases, the final recommendations regarding compensation for our NEOs resides with the Compensation Committee and, the final determination resides with the Board.

2020 Say-on-Pay Advisory Vote on Executive Compensation

We provide stockholders with an annual “say-on-pay” advisory vote on our executive compensation program.

At our 2020 Annual Meeting, approximately 96% of the votes cast for the say-on-pay proposal were in favor of our executive compensation program and policies.

The Compensation Committee and the Board consider the results of our "say-on-pay" advisory vote when considering our compensation program and policies.

Compensation Committee Determination of Targeted Compensation

The Compensation Committee reviews and establishes the compensation program for our NEOs.

The Compensation Committee is committed to creating incentives for our NEOs that reward them for the performance of the Company.

As part of determining our compensation programs, we compared the compensation for our NEOs to the compensation of comparable positions at a group of companies (the “Peer Group”).

For more information about selection of our Peer Group see "Compensation Discussion and Analysis - Peer Group" above.

Performance measures are defined at the beginning of a performance period and approved by the Compensation Committee.

Components of Our Executive Compensation Program

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Components of Our Executive Compensation Program

The principal components of our 2020 executive compensation program, their objectives and the factors influencing the amount ultimately provided to our NEOs are as follows:

Element Description Objective Factors Influencing Amount

Base Salary Fixed compensation delivered in cash;

reviewed annually and adjusted if appropriate Provides stable base amount of market competitive pay Experience, market data, individual role and responsibilities, recruitment and retention considerations and individual performance

Annual Incentive Bonus (EICP Awards) (1)

Variable cash or equity compensation based on performance of the Company, business unit and individual Motivates and rewards achievement of key strategic initiatives and financial results, and encourages individual performance Annual target bonus opportunity determined annually based on market data, individual role and responsibilities and individual performance;

payout based on Company performance and individual performance

Long-Term Incentives (LTIP Awards)

PSUs 70% of LTI award:

Performance Share Units:

Variable compensation with payout in shares of common stock based on

• 75% weighting of cumulative GAAP Operating income and

• 25% weighting on return on vehicles

Aligns interests of executives with long-term stockholder value creation by linking potential payouts to financial stock performance and promotes retention Intended target value of all LTIP Awards is based on individual role and responsibilities and market data;

payout based on Company performance and stock price

RSUs 30% of LTI award:

Variable compensation with three-year ratable vesting Aligns interests of executives with long-term stockholder value creation and promotes retention

Key Employee Retention Plan (KERP) Awards Retention program which provided a payment to executives subject to clawback prior to voluntary departure or before March 31, 2021.

To retain key executives during unprecedented time commitment as a result of restructuring while working with fewer staff Executives were being recruited to leave the organization at unprecedented levels while over 56% of the US workforce had been terminated because of cost-reduction efforts and attrition.

(1) We also occasionally provide non-recurring cash bonuses to reflect superior individual performance, new responsibilities or to compensate new hires for amounts forfeited from their previous employer.

Other elements of our 2020 executive compensation program, including our retirement benefits, perquisites, health, welfare and other personal benefits and post-employment compensation arrangements, are described below.

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2020 Target Pay Mix for NEOs

The 2020 Target Pay as of December 31, 2020, or final date of employment for each NEO is set forth below.

Name Annual Base Salary

Target Annual Incentive Bonus

Target Value of Annual Equity

Actual 2020 Annual Incentive Bonus Paid

Stone 1,000,000 1,400,000 1,000,000 3,400,000 0

Kenny Cheung* 600,000 480,000 250,000 1,330,000 0

Angela Brav 650,000 650,000 1,000,000 2,300,000 0

David Galainena 550,000 440,000 650,000 1,640,000 0

Opal Perry 500,000 400,000 600,000 1,500,000 0

Kathryn Marinello 1,300,000 1,950,000 5,175,000 8,425,000 0

Jamere Jackson 775,000 852,500 2,000,000 3,627,500 0

Richard Eric Esper* 510,000 382,500 400,000 1,292,500 0

Cheung and Mr.

Esper received LTIP awards prior to promotion to CFO position

Annual Base Salary

2020 Base Salaries.

The Compensation Committee determines the annual base salaries for the NEOs after reviewing individual performance, conducting internal compensation comparisons and reviewing compensation relative to our Peer Group.

The Compensation Committee also considers other factors such as an individual’s prior experience, total mix of job responsibilities versus market comparisons and internal equity.

The Compensation Committee consults with our CEO (except related to the CEO’s own compensation) regarding salary decisions for senior executives and takes into consideration any contractual obligations we have with such senior executives.

We review salaries upon promotion or other changes in job responsibility.

The annual base salaries of our NEOs for 2020 and 2019 are set forth in the table below.

Amounts are as of December 31, 2020 and 2019 or final date of employment for each NEO is set forth below.

2020 Base Salary

2019 Base Salary

1,000,000 550,000

Kenny Cheung (2)

600,000 328,010

Angela Brav (3)

650,000 650,000

David Galainena (4)

550,000 475,000

Opal Perry (5)

500,000 450,000

Kathryn Marinello (6)

1,300,000 1,450,000

Jamere Jackson (7)

775,000 775,000

Richard Eric Esper (8)

510,000 375,000

*Promoted to new positions in 2020

Stone became our President and CEO on May 16, 2020.

His base salary increased effective that date to reflect his promotion to the new role.

Stone assumed global enterprise-wide responsibilities.

Stone had previously received a salary adjustment to $575,000 effective March 2, 2020 in recognition of his 2019 achievements while considering external market compensation data.

From April 1 through May 10, 2020, his base salary had been reduced to $460,000 when all executives reduced their salary by 20% in an effort to lower Company expenses.

Cheung became our Executive Vice President, Finance and Chief Financial Officer on September 28, 2020.

His salary was adjusted effective that date to reflect his promotion to the new role.

Cheung had previously received three salary increases during 2020:

April 1 to $336,261 to reflect his increased responsibilities as Senior Vice President, Finance, reduced to $326,349 when all executives reduced their salary by 20% in an effort to lower Company expenses, then restored to $336,261 effective May 11, 2020 when salaries were generally reinstated;

June 22 to his salary was increased to $400,000 to reflect additional responsibilities he assumed as other vice presidents resigned from the Company;

August 14 to $510,000 when he took on new responsibilities and when we was promoted to Executive Vice President, Chief Operational Finance and Restructuring Officer.

Brav’s salary was adjusted to $520,000 effective April 1, 2020 when all executives reduced their salary by 20% in an effort to lower Company expenses, then restored to $650,000 effective May 11, 2020, when salaries were generally reinstated.

Galainena received the following adjustments during 2020:

Effective March 2, 2020, his base salary was increased to $515,000 to align his base salary more closely to market median;

From April 1 through May 10, 2020, his annualized base salary was reduced to $412,000

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when all executives reduced their salary by 20% in an effort to lower Company expenses then restored to $515,000 on May 11, 2020, when salaries were generally reinstated.

Effective September 28, 2020, his base salary was increased to $550,000 to reflect the additional workload as a result of restructuring activities.

Perry received an adjustment of $50,000 reflecting her efforts regarding the technology upgrade related to Project One, effective March 2, 2020.

From April 1 through May 11, 2020, her annualized base salary was reduced to $400,000 when all executives reduced their salary by 20% in an effort to lower Company expense, then restored to $500,000 on May 11, 2020, when salaries were generally reinstated.

Marinello’s salary was adjusted to an amount sufficient to cover her health and welfare employee contributions from April 1 through May 10, 2020 when all executives reduced their salary in an effort to lower Company expenses.

Her annualized base salary was then increased to $1,300,000 on May 11 until she resigned from the Company.

Jackson’s salary was lowered by 25% to $581,250 effective April 1, 2020, when all executives reduced their salary by in an effort to lower Company expenses, then restored to $775,000 effective May 11, 2020, when salaries were generally reinstated.

Esper received an adjustment effective March 2, 2020 that increased his base annual salary to $400,000 in recognition of his increased responsibilities as Chief Accounting Officer;

From April 1 through May 10, 2020, his annualized base salary was reduced to $320,000, then restored to $400,000 effective May 11.

On August 17, 2020, his annualized base salary was increased to $510,000 when he was appointed as CFO.

Annual Incentive Cash Compensation

Annual Incentive Bonus.

Annual incentive bonus payments are made under the Hertz Global Holdings, Inc.

Senior Executive Bonus Plan (the “Senior Executive Bonus Plan”).

The Senior Executive Bonus Plan was established as an "umbrella" formula governing maximum annual incentive bonus payments in order for annual incentive bonus payments to qualify as deductible under Section 162(m) of the Code.

However, as a result of tax reform legislation enacted in 2017, which repealed the performance-based exception to the $1 million per executive annual deduction limit under Section 162(m) of the Code, bonuses under the Senior Executive Bonus Plan with respect to calendar year 2020 will no longer be deductible to the extent the executive's annual compensation exceeds $1 million.

Under this formula, the Compensation Committee has negative discretion to pay bonuses for 2020 of up to (i) 1% of our Gross EBITDA for 2020 for our CEO and (ii) 0.5% of our EBITDA for 2020 for each of the other NEOs.

Annual incentive bonus awards under the Senior Executive Bonus Plan may be paid in cash or settled in shares of the Company's common stock, as determined by the Compensation Committee.

Despite the changes made to Code Section 162(m), the Compensation Committee and Board have chosen to continue to award performance-based compensation to our executives eligible to participate in the Senior Executive Bonus Plan.

In fact, our Company’s philosophy is to continue to drive Company performance by incenting eligible executives to achieve results through performance-based compensation.

As a result, even though not required by law, many of the procedural requirements previously in effect under the Senior Executive Bonus Plan’s terms, mandated by Section 162(m), including but not limited to the goal setting process, and Compensation Committee certification of Company performance against goals, continue to be integral parts of the Senior Executive Bonus Plan.

Under the provisions of the Senior Executive Bonus Plan, on March 2, 2020, the Committee adopted the 2020 Executive Incentive Compensation Plan ("EICP"), which defines all performance measures for the annual incentive bonus payouts to our NEOs.

In determining actual annual incentive bonus payouts to our NEOs, the Compensation Committee examines the Company’s performance under our EICP for 2020, which was designed by the Compensation Committee to drive Company, business unit and individual performance.

The Compensation Committee determined each NEO's 2020 bonus under the Senior Executive Bonus Plan by multiplying the NEO's salary by a percentage (determined by the Compensation Committee) to establish a target award amount (the "Target Award"), which was further multiplied by the modifiers set forth and described below.

In order for any bonus to be paid under the EICP, the Company had to achieve at least 85% of the overall Hertz GAAP operating income business plan.

Target Award X ( 75% of GAAP Operating Income Payout Percentage + 25% of MBO Payout Percentage ) X Individual Performance Modifier = Annual Incentive Bonus Payment

Target Awards for 2020.

The 2020 Target Award for each NEO was a percentage of the NEO’s 2020 base salary.

The NEOs were eligible to earn an award ranging from 0% to 150% of their respective Target Awards based on GAAP Operating Income and MBO goals as well as their individual performance.

The Compensation Committee

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generally considers the experience, responsibilities, title and historical performance of each NEO when determining Target Awards.

The Compensation Committee also considered the provisions of each NEO's employment agreement, offer letter or term sheet, if any, in setting Target Awards.

When the global COVID-19 pandemic caused dramatic reduction of travel beginning in late March 2020, the 2020 EICP goals became unattainable and the Company failed to achieve the required 85% of the Hertz GAAP operating income plan threshold goal of $354 million to be eligible to receive a payment.

As a result, no EICP was paid to the NEOs for 2020.

The 2020 Target Awards and 2020 EICP payments for the NEOs are set forth below.

Amounts are as of December 31, 2020, or final date of employment for each NEO is set forth below.

Name 2020 Base Salary

as a % of Salary

2020 Annual Incentive Bonus Payment

Stone* 1,000,000 140 1,400,000 0

Kenny Cheung* 600,000 80 480,000 0

Angela Brav 650,000 100 650,000 0

David Galainena 550,000 80 440,000 0

Opal Perry 500,000 80 400,000 0

Kathryn Marinello 1,300,000 150 1,950,000 0

Jamere Jackson 775,000 110 852,500 0

Richard Eric Esper 510,000 75 382,500 0

2020 Key Employee Retention Plan

On May 16, 2020, the Compensation Committee, after discussion and review of reports received from its compensation consultant, Pay Governance, approved a Key Employee Retention Plan (“KERP”) for certain executives in light of the Company’s worsening financial situation following the onset of the global COVID-19 pandemic.

The KERP was designed to prepare for the challenges of retaining and motivating high performing executives and other key employees.

The Compensation Committee and Board considered the following circumstances facing the eligible employees:

• existing short-term incentive compensation and long-term equity compensation were likely to have little or no actual value;

• uncertainty regarding Company performance during the global COVID-19 pandemic and disruption the travel industry may create a lack of confidence in employees’ ability to earn an annual bonus or to retain their jobs;

• lack of knowledge regarding the restructuring process and the future of the Company may decrease the retentive power of existing compensation programs due to uncertainty surrounding the Company’s ability to provide and/or pay compensation;

• officers of the Company were no longer eligible to receive severance payments upon the filing of the bankruptcy and restructuring on May 22, 2020;

• amount of additional work required to restructure the Company with fewer people to strategize and support the effort would be daunting;

• difficulty in projecting how long the restructuring will take;

• key employees may find other employment opportunities more attractive.

Over 300 key employees at the director level and above, including NEOs and other executives, executed a retention agreement whereby the employee could receive the KERP award payment (substantially equal to his/her 2019 Annual Incentive Bonus Payment) on May 21, 2020.

Any employee receiving a KERP award was required to (a) repay the KERP award if the employee voluntarily terminated employment or was terminated for cause prior to March 31, 2021;

and (b) agree to forfeit all rights to 2020 EICP participation.

Jackson and Mr.

Esper both resigned between May 21, 2020 and December 31, 2020, and therefore repaid their KERP award.

The KERP award amounts for the NEOs are below.

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Name KERP Award Payment

KERP Re-Payment Made by Executives who Resigned

Stone 700,000

Kenny Cheung 136,944

Angela Brav 401,375

David Galainena 280,000

Opal Perry 240,000

Kathryn Marinello (1)

- Not Applicable

Jamere Jackson (2)

600,000 Repaid in 2020

Richard Eric Esper (3)

132,000 Repaid in 2020

Marinello resigned May 16, 2020, prior to receipt of KERP awards.

Jackson resigned August 14, 2020, and repaid his KERP award in 2020.

Esper resigned September 22, 2020, and repaid his KERP award in 2020.

Long-Term Incentives

2020 Long-Term Incentive Award Design (“LTIP”).

Our LTIP for executives is designed to align equity compensation with our business objectives and to align the interests of our executives with the interests of stockholders.

Awards granted to our NEOs in 2020 included

• Performance Share Units ("PSUs") with vesting and the number of shares of common stock ultimately earned subject to the satisfaction of two metrics of (a) 75% weighting of three-year cumulative GAAP Operating Income and (b) 25% weighting of three-year average return on vehicles, subject to a Total Shareholder Return Modifier based upon key competitors and S&P 500 with a capped maximum payout of 125%, and threshold of 50% and

• Restricted Share Units with three-year ratable vesting.

2020 LTIP Value Awarded

Name 2020 Total LTIP Value Awarded ($) PSU ($) RSU ($)

Stone 1,000,000 700,000 300,000

Kenny Cheung* 250,000 175,000 75,000

Angela Brav 1,000,000 700,000 300,000

David Galainena 650,000 455,000 195,000

Opal Perry 600,000 420,000 180,000

Kathryn Marinello 5,175,000 3,622,500 1,552,500

Jamere Jackson 2,000,000 1,400,000 600,000

Richard Eric Esper* 400,000 280,000 120,000

Cheung and Mr.

Esper received LTIP awards prior to promotion to CFO position

For further information about the 2020 LTIP awards, please refer to the Table entitled “2020 Grants of Plan Based Awards.”

On August 4, 2020, in recognition of the Company's bankruptcy and restructuring, all Long-Term Incentive Plan equity was frozen and as such, no shares will be distributed upon vesting (the "Equity Vesting Event").

As a result, none of the 2018, 2019 or 2020 unvested Performance Stock Award ("PSA"), Performance Share Unit ("PSU") and Restricted Stock Unit ("RSU") equity awards will vest.

The 2020 threshold performance achievement set forth in these 2018, 2019 and 2020 PSU awards also failed to be met due to the COVID-19 pandemic impact on our financial results, and as a result, no PSU shares will be distributed upon vesting.

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Pledging and Hedging Policy.

Our Insider Trading Policy prohibits employees and directors from entering into any type of arrangement, contract or transaction that has the effect of pledging shares or hedging against the decrease in the market value of our common stock.

Policies on Timing of Equity Awards

It is the Company’s general practice to not issue equity awards with a grant date that occurs during regularly scheduled blackout periods.

However, we have, as a general practice granted equity awards in the first business day of each quarter in connection with new hires, promotions, special recognition or other special circumstances, which may be during blackout periods.

It is also the Company’s general practice to not determine the number of equity awards based on market conditions prior to the date on which the equity award is approved.

The exercise price of our options ("Options") is determined by the Compensation Committee, provided, that the per share exercise price is not less than the fair market value of one share on the option grant date.

We generally grant equity awards to our senior executives in the first quarter of the fiscal year following the release of earnings for the prior year.

No Stock Options have been granted since 2018.

Executive Benefits and Perquisites

Retirement Benefits.

We maintain a qualified defined contribution plan (in which substantially all of our U.S.-based employees can participate), as described under “Pension Benefits” below.

Effective December 31, 2018, the Company ceased accepting contributions under the Savings Plan, a non-qualified deferred compensation program in which our NEOs were previously eligible to participate, as described under “Pension Benefits” below.

Severance Plan for Senior Executives.

On May 22, 2020, the Board also adopted a revised Severance Plan for Senior Executives which replaced the prior severance plan in its entirety and reduced severance otherwise payable under the prior plan.

The revised Severance Plan provided for senior executives including current NEOs to be eligible to receive severance if the participant's employment was terminated for a reason other than cause, due to death or permanent disability, or retirement.

The reduced severance benefit payable to executive vice presidents, including the NEOs, was equal to a pro rata portion of any performance bonus that would have been payment, and a cash payment equal to one times the sum of the executive's base salary and bonus, payable over a year.

This severance plan was reduced from the previous 1.5 times the sum of the executive's base and bonus, payable over eighteen months.

While the Company is in restructuring, no officers are permitted to receive any severance payment.

Perquisite Policy.

We provide perquisites and other personal benefits to our NEOs that we and the Compensation Committee believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain superior employees for key positions.

Each of the NEOs was provided with relocation assistance in connection with joining the Company, including reimbursement for reasonable and customary expenses related to the sale and purchase of a primary home, temporary housing and moving expenses.

In addition, certain NEOs are eligible for reimbursement of up to $8,000 over a two-year period for financial planning services pursuant to their employment arrangements with the Company.

We use corporate aircraft for the purpose of encouraging and facilitating business travel by our senior executives (primarily our CEO) and directors, generally for travel within the United States and, less frequently, internationally.

In addition, our CEO uses corporate aircraft for limited personal air travel.

In 2020, in an effort to keep our employees and our Company safe, during the early stages of the pandemic when little information around the danger of the virus and travel was understood, Ms.

Marinello, Mr.

Jackson, and Mr.

Stone were allowed to utilize Company aircraft in order to visit their immediate families living in other states.

The Compensation Committee regularly reviews aircraft usage by the NEOs and the expenses associated with such usage.

The cost of our NEOs’ personal use of aircraft for 2020 was $7,189, which amount is included in the “All Other Compensation” column of the Summary Compensation Table.

Personal usage of Company aircraft has been eliminated after December 31, 2020.

The Compensation Committee periodically reviews our perquisite policies to ensure they are reasonable.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

Tax and Accounting Considerations

Section 162(m) of the Code disallows public companies from taking a federal tax deduction for compensation in excess of $1 million paid to certain of their executive officers.

The Compensation Committee reviews and considers the deductibility of executive compensation under Section 162(m) when making compensation decisions.

Historically, Section 162(m) included an exemption for certain performance-based compensation that met certain requirements.

Performance-based awards granted under the Prior Plan and bonuses paid under the Senior Executive Bonus Plan generally were intended to qualify as tax-deductible under Section 162(m).

Federal legislation passed on December 22, 2017, repealed Section 162(m)'s performance-based compensation exemption and the limitation on deductibility generally, was expanded to include all individuals who are considered NEOs in any year beginning after December 31, 2016, regardless of whether the officer is serving at the end of the taxable year.

As a result, compensation paid to our NEOs in excess of $1 million may not be deductible for taxable years commencing after December 31, 2017, subject to limited transition relief for arrangements in place as of November 2, 2017, the scope of which is uncertain.

Performance-based awards granted under the Prior Plan after November 2, 2017 will not be deductible to the extent compensation paid to our covered employees exceeds $1 million.

Further, no assurance can be given that compensation intended to satisfy the requirements for exemption from Section 162(m) in fact will.

Despite the change in law, the Compensation Committee intends to continue to implement compensation programs that it believes are competitive and in the best interests of the Company and its stockholders.

GAAP, the Company accounts for stock-based payments, including awards under the Amended and Restated Hertz Global Holdings, Inc.

2016 Omnibus Incentive plan in accordance with the requirements of FASB ASC 718.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

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(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

SUMMARY COMPENSATION TABLE

The following table, or the “Summary Compensation Table”, summarizes the compensation paid or accrued in each of the fiscal years noted by our NEOs.

Name and Principal Position Year Salary Bonus (1)

Stock Awards (2)

Option Awards (2)

Non-Equity Incentive Plan Compensation Change in Pension Value and Nonqualified Deferred Compensation Earnings All Other Compensation (3)

($) ($) ($) ($) ($) ($) ($) ($)

President and CEO 2020 849,635 700,000 1,000,000 — — — 30,414 2,580,049

2019 550,000 — 660,418 9,566 383,900 — 22,870 1,626,754

2018 442,115 200,000 479,993 105,828 484,000 — 146,139 1,858,075

Executive Vice President and Chief Financial Officer 2020 450,540 149,973 250,000 — — — 10,772 861,285

President International 2020 661,000 401,375 1,000,000 — — — 332,004 2,394,379

David Galainena

Executive Vice President and General Counsel 2020 525,446 280,000 650,000 — — — 8,491 1,463,937

Executive Vice President and Chief Information Officer 2020 498,846 240,000 600,000 — — — 29,622 1,368,468

Kathryn Marinello

Former President and CEO 2020 461,752 — 5,175,000 — — — 38,470 5,675,222

2019 1,450,000 — 5,635,758 567,663 1,405,050 — 79,891 9,138,362

2018 1,450,000 — 2,069,994 2,723,238 1,613,502 — 148,386 8,005,120

Jamere Jackson

Former Executive Vice President and Chief Financial Officer 2020 545,481 600,000 2,000,000 — — — 26,845 3,172,326

2019 775,000 250,000 2,302,004 — — — 57,295 3,384,299

2018 223,558 1,029,000 2,627,987 — 232,254 — 41,567 4,154,366

Richard Eric Esper

Former Executive Vice President and Chief Financial Officer 2020 380,587 132,000 400,000 — — — 10,343 922,930

(1) The 2020 payments reflect the KERP payment made on May 21, 2020, described previously at "2020 Key Employee Retention Plan." Mr.

Cheung's 2020 amount also includes an additional cash bonus award of $13,029 made to him in May 2020.

Jackson and Mr.

Esper repaid their KERP awards prior to December 31, 2020.

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EXECUTIVE COMPENSATION (continued)

(2) The dollar amounts for 2020 represent the aggregate grant date fair value of the applicable equity award.

These amounts were computed pursuant to FASB Topic 718.

Assumptions used in the calculation of these amounts are included in the note entitled “Stock-Based Compensation” in the notes to our Company’s consolidated financial statements in our 2020 Annual Report.

The “Stock Awards” column above reflects the grant date fair values of the target number of PSUs and RSUs that were eligible to vest based on our financial performance goals over multi-year periods, which for accounting purposes is based on the probable outcome (determined as of the grant date) of the performance-based condition applicable to the grant.

Given the Company's current state of restructuring and failure to meet performance metrics set out in the previous PSU awards, no payment is expected for these awards.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

(3) Includes the following for 2020:

Name Personal Use of Aircraft (a)

Personal Use of Car (b)

Financial Assistance and Legal Fees (d)

Perquisites Subtotal Life Insurance Premiums Company Match on Plans (e)

Relocation (f)

Total Perquisites and Other Compensation

($) ($) ($) ($) ($) ($) ($) ($) ($) ($)

Stone 1,364 16,510 — — 17,874 1,140 11,400 — — 30,414

Cheung — 543 — — 543 684 9,545 — — 10,772

Brav — 13,750 — — 13,750 741 — — 317,513 332,004

Galainena — 1,505 — 6,359 7,864 627 — — — 8,491

Perry — 11,640 — 6,012 17,652 570 11,400 — — 29,622

Marinello 3,553 8,435 25,000 — 36,988 1,482 — — — 38,470

Jackson 2,272 12,289 — — 14,561 884 11,400 — — 26,845

Esper — 285 — — 285 581 9,477 — — 10,343

(a) Based on the direct costs of aircraft for each hour of personal use, which is based on the incremental cost of fuel, crew expenses, on-board catering and other, small variable costs.

We exclude fixed costs that do not change based on usage from this calculation.

(b) Reflects the annual lease value of company-provided vehicles per IRS Publication 15-B.

Marinello, represents the annual travel allowance per the terms of her employment agreement.

(d) Reflects the reimbursement of financial planning assistance provided to executive staff.

(e) Amounts represent Company match on the 401(k) Plan and the Savings Plan.

None of the amounts earned under the Savings Plan in 2020 were above market or otherwise preferential.

(f) Amounts represent the incremental costs to the Company for relocation assistance.

Brav received a foreign allowance of $313,088 including housing and travel and tax equalization of $4,425.

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(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

2020 GRANTS OF PLAN-BASED AWARDS

The following table sets forth, for each NEO, possible payouts under all non-equity incentive plan awards granted in 2020 all grants of Performance Stock Units, Performance Options, Options and Restricted Stock Units in 2020 and the grant date fair value of all such awards.

All of the equity awards granted in 2020 were granted under the Existing Plan.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards:

Number of Shares of Stock or Units All Other Option Awards:

Number of Securities Underlying Options Exercise Price of Option Awards Grant Date Fair Value of Stock Awards (2)

Grant Threshold Target Maximum Threshold Target Maximum ($/Sh) ($)

Date ($) ($) ($) (#) (#) (#) (#) (#)

Annual Cash Incentive 3/2/2020 287,500 575,000 862,500

3/2/2020 27,933 55,866 69,833 700,001

3/2/2020 23,942 299,993

Annual Cash Incentive 3/2/2020 82,003 164,005 246,008

3/3/2020 7,422 14,843 18,554 174,999

3/3/2020 6,361 74,996

Annual Cash Incentive 3/2/2020 325,000 650,000 975,000

3/2/2020 27,933 55,866 69,833 700,001

3/2/2020 23,942 299,993

David Galainena

Annual Cash Incentive 3/2/2020 154,500 309,000 463,500

3/2/2020 18,157 36,313 45,391 455,002

3/2/2020 15,562 194,992

Annual Cash Incentive 3/2/2020 200,000 400,000 600,000

3/2/2020 16,760 33,520 41,900 420,006

3/2/2020 14,365 179,993

Kathryn Marinello (5)

Annual Cash Incentive 3/2/2020 1,087,500 2,175,000 3,262,500

3/2/2020 144,554 289,107 361,384 3,622,511

3/2/2020 123,901 1,552,480

Jamere Jackson (5)

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THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)

Estimated Future Payouts Under Equity Incentive Plan Awards All Other Stock Awards:

Number of Shares of Stock or Units All Other Option Awards:

Number of Securities Underlying Options Exercise Price of Option Awards Grant Date Fair Value of Stock Awards (2)

Grant Threshold Target Maximum Threshold Target Maximum ($/Sh) ($)

Date ($) ($) ($) (#) (#) (#) (#) (#)

Annual Cash Incentive 3/2/2020 426,250 852,500 1,278,750

3/2/2020 55,866 111,732 139,665 1,400,002

3/2/2020 47,884 599,987

Richard Eric Esper (5)

Annual Cash Incentive 3/2/2020 110,000 220,000 330,000

3/2/2020 11,174 22,347 27,934 280,008

3/2/2020 9,576 119,987

(1) The amounts in these columns include the “Target” amount for each NEO eligible to receive an award under the EICP at 100% of the target award, the "Threshold" amount for each eligible NEO at 50% of the "Target" and the “Maximum” amount at 150% of "Target" for the maximum amount payable to each NEO.

Due to global pandemic adversely impacting Company revenue, no annual bonus payout under the EICP was earned for 2020.

(2) Represents the aggregate grant date fair value, computed pursuant to FASB ASC Topic 718.

Please see the note entitled “Stock-Based Compensation” in the notes to the Company’s consolidated financial statements in Item 8 of this 2020 Annual Report on Form 10-K for a discussion of the assumptions underlying these calculations.

(3) Represents the Performance Stock Units (PSUs) granted to our NEOs.

The PSUs will be earned based on our financial performance over a multi-year period.

We discuss these awards under the heading “Compensation Discussion and Analysis - Long-Term Incentives." The amounts disclosed in the "Estimated Future Payouts Under Equity Incentive Plan Awards" columns represent the number of shares issuable assuming achievement of the specific Threshold, Target or Maximum levels of performance established by the Compensation Committee for these PSUs over the performance period.

Given the Company's status in bankruptcy and restructuring, none of the targets for these awards will be met.

(4) Represents the Restricted Stock Units (RSUs) granted to our NEOs.

We discuss these awards under the heading “Compensation Discussion and Analysis - Long-Term Incentives." As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

Marinello, Mr.

Jackson and Mr.

Esper voluntarily terminated employment before December 31, 2020.

As a result, they have forfeited their non-equity incentive plan and equity plan awards upon termination of employment.

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(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2020

The following table sets forth, for each NEO, details of all equity awards outstanding on December 31, 2020.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

Name Grant Date Option Awards Stock Awards

Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options

(#) Option Exercise Price

($) Option Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of

Shares or Units

of Stock That

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (1)

3/2/2020 23,942 (2)

3/2/2020 55,866 (3)

3/4/2019 6,453 (4)

3/4/2019 22,587 (5)

4/2/2018 — 5,750 (8)

$18.47 4/2/2025

4/2/2018 2,167 (6)

4/2/2018 19,496 (7)

Kenny Cheung (9)

3/3/2020 6,361 (2)

3/3/2020 14,843 (3)

Angela Brav (9)

3/2/2020 23,942 (2)

3/2/2020 55,866 (3)

1/2/2020 4,667 5,974

1/2/2020 10,890 13,939

David Galainena (9)

3/2/2020 15,562 (2)

3/2/2020 36,313 (3)

Opal Perry (9)

3/2/2020 14,365 (2)

3/2/2020 33,520 (3)

Kathryn Marinello (1)

Jamere Jackson (1)

Richard Eric Esper (1)

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AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

(1) The closing market price of the Company’s common stock on December 31, 2020 was $1.28 per share.

However, with the company's bankruptcy and restructuring status, the vesting of all unvested equity awards ceased on August 4, 2020 and all unvested awards are not expected vest.

As a result, the value for each is $0.

Marinello, Mr.

Jackson and Mr.

Esper have all resigned from the company and any unvested shares were cancelled at the time of their termination.

(2) These RSUs were awarded in 2020.

The RSUs vest one-third on each anniversary date of March 2 in 2021, 2022 and 2023.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

(3) These PSUs were awarded in 2020.

The PSUs are earned and vest contingent upon meeting two performance metrics of (a) 3-year cumulative 75% GAAP Operating Income and (b) 3- year average return on vehicles, subject to continued employment.

These awards ares reported at zero due to the cessation of vesting on August 4, 2020 for all unvested awards.

(4) These RSUs were awarded in 2019.

The RSUs earned based on achieving a revenue goal for 2019.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

(5) These PSUs were awarded in 2019.

The PSUs are earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period, subject to continued employment.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

(6) These RSUs were awarded in 2018.

The RSUs are earned based on achieving a revenue goal for 2018.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

(7) These PSUs were awarded in 2018.

The PSUs are earned and vest based on our Adjusted Corporate EBITDA performance over a multi-year period, subject to continued employment.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

(8) These Options were granted in 2018 and vest 25% on each anniversary of the date of grant.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

(9) Was not an NEO or executive officer prior to 2020.

2020 OPTION EXERCISES AND STOCK VESTED

The following table sets forth, for each NEO, details of any awarded stock options that were exercised and any stock awards that vested in 2020 .

Name Number of Shares Acquired on Vesting Value Realized on Vesting

Paul Stone 5,392 47,811

Kenny Cheung 5,729 83,786

Angela Brav - -

David Galainena 4,006 21,913

Opal Perry 3,226 36,938

Kathryn Marinello 38,289 449,705

Jamere Jackson 10,755 123,145

Richard Eric Esper 5,084 38,485

(1) Value is based on the closing market price of the Company’s common stock on the date of vesting multiplied by the number of vested shares.

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(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

PENSION BENEFITS

Effective as of December 31, 2014, we stopped providing future benefit accruals under the following plans (collectively, the “Previous Plans”):

• The Hertz Corporation Account Balance Defined Benefit Pension Plan;

• The Hertz Corporation Benefit Equalization Plan;

• The Hertz Corporation Supplemental Executive Retirement Plan.

To replace the Previous Plans, we offered our employees, including certain of our NEOs, participation in a revised defined contribution plan.

Beginning January 1, 2015 the Company increased employer contributions under the Company's qualified 401(k) savings plan (the “401(k) Plan”) to provide that eligible participants under the 401(k) Plan are eligible to receive a matching employer contribution to their 401(k) Plan account equal to (i) 100% of employee contributions (up to 3% of compensation) made by such participant and (ii) 50% of employee contributions (up to the next 2% of compensation), with the total amount of such matching employer contribution to be completely vested, subject to applicable limits under the Code on compensation that may be taken into account.

For a transition period, certain eligible participants under the 401(k) Plan received additional employer contribution amounts to their 401(k) Plan account depending on their years of service and age.

Effective April 22, 2020, the Company stopped employer matching contributions to the 401(k) Plan.

The employer matching contributions have recommenced effective January 1, 2021.

Effective December 31, 2018, no further employee contributions or company matching contributions were permitted to the Savings Plan.

The Savings Plan, a deferred compensation plan, was adopted in connection with the replacement of the Previous Plans and the revision of the 401(k) Plan and provided eligible employees, including certain of the NEOs, the opportunity to defer part of their compensation.

The Savings Plan provided benefits that could not be provided in the 401(k) Plan due to Code limitations on compensation.

For any deferral elections, the Company matched an amount generally equal to (i) 100% of employee contributions (up to 3% of the compensation that could not be taken into account under the 401(k) Plan) made by such participant and (ii) 50% of employee contributions (up to the next 2% of compensation that could not be taken into account under the 401(k) Plan).

For a transition period, certain eligible participants under the Savings Plan received additional employer contribution amounts to their Savings Plan account depending on their years of service and age.

The match under the Savings Plan was in addition to the match under the 401(k) Plan.

The total match that any participant received under the 401(k) Plan and the Savings Plan (other than with respect to transition credits) did not exceed the maximum 4% match.

2020 NON-QUALIFIED DEFERRED COMPENSATION BENEFITS

The following table sets forth for the only NEOs who participated in the Savings Plan in 2020, the aggregate withdrawals and distributions in 2020 and the aggregate balance on such plans as of December 31, 2020.

Name Executive Contributions Registrant Contributions Aggregate Earnings Aggregate Withdrawals/Distributions Aggregate Balance as of December 31,

2020 2020 2020 in 2020 2020 (1)

($) ($) ($) ($) ($)

Kathryn Marinello — — 40,418 — 297,279

(1) The listed amount reflects the balance credited to the account as of December 31, 2020.

This amount would have been eligible for withdrawal following termination except for the filing of Chapter 11 bankruptcy and restructuring.

All Savings Plan Participants have become general creditors in the restructuring.

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EXECUTIVE COMPENSATION (continued)

POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL

Marinello, Mr.

Jackson, and Mr.

Esper all voluntarily resigned from the Company during 2020.

Upon their termination, they were paid remaining base salary and unused vacation days.

Upon termination of employment Ms.

Marinello received $20,000 for unused vacation pay;

Jackson received no additional payment;

Esper received $23,048 for unused vacation pay.

Their benefit coverage terminated the date of the employment termination.

As a result of the Chapter 11 bankruptcy filing and related restructuring, no NEO is permitted to receive severance benefits and payments.

Upon termination or CIC, none of our NEOs would receive any compensation or benefit from the Company.

SEVERANCE PLAN AND EMPLOYMENT, SEPARATION AND CHANGE IN CONTROL AGREEMENTS

The NEOs have employment arrangements with the Company.

Effective May 22, 2020, the Company amended and restated its severance plan for senior executives (the “Severance Plan for Senior Executives”).

In amending these arrangements, it was the intention of the Company to provide security to our senior executives in the event of a loss of employment that was generally consistent with the terms of arrangements provided by our peer companies.

The Severance Plan for Senior Executives provides payments and benefits to the covered executives in the event of certain qualifying terminations of their employment (other than in connection with certain change in control events of the Company.

Severance Plan for Senior Executives.

The Severance Plan for Senior Executives, as amended, provides benefits to covered senior executives whose employment is terminated by the Company for any reason other than Cause, Permanent Disability or Retirement (as such terms are defined in the Severance Plan for Senior Executives).

All NEOs were designated as participants in the Severance Plan for Senior Executives.

While the Company remains in restructuring, no NEO or other executive is permitted to receive any severance payment.

Termination Event Benefits under Severance Plan for Senior Executives

Cause (1) ,Permanent Disability (1) , Retirement (1) , Death or Voluntary Termination

Involuntary Termination without Cause Unpaid Performance Bonus.

Pro rata portion of the annual incentive bonus that would have been payable to the participant if his or her employment were not terminated, at the discretion of the Compensation Committee, payable at the same time bonuses are paid to other executives.

Severance Multiple.

Cash payments in the aggregate equal to a multiple of 1.0 (the “severance multiple”) of the executive’s annual base salary and the average annual bonus paid in respect of the three calendar years preceding the year in which the termination occurs;

or, for executives with a one-year or two-year bonus history, by reference to the average annual bonus amounts for such year or years;

or, if an executive has not had an opportunity to earn or be awarded one full year’s bonus as of his or her termination of employment, the executive’s target bonus for the year of termination;

payable in equal installments over a period of whole and/or partial years equal to the severance multiple.

Health and Welfare Benefits .

Continuation of all medical, health and accident plans (other than disability plans) until the earlier of (i) the end of a number of years following the executive’s termination of employment equal to the severance multiple or (ii) the date on which the executive becomes eligible to participate in welfare plans of another employer.

Outplacement.

Within the period of time from the date of executive’s termination through the end of the year following the date of termination, outplacement assistance up to a maximum of $25,000

(1) As those terms are defined in the Amended and Restated Severance Plan for Senior Executives.

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(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

Treatment of EICP Payments and Equity Compensation upon a Termination or a Change in Control.

The following chart generally summarizes the treatment of EICP payments and equity compensation for each of our NEOs under the Senior Executive Bonus Plan.

No EICP awards were payable under the Existing Plan as of December 31, 2020.

Award Death or Voluntary Retirement (1)

For Without Control If Not

Disability (1)

Substituted (1)(2)

EICP Forfeit Forfeit Forfeit Forfeit Pro-rata (3)

Options Forfeit Forfeit Forfeit Forfeit Forfeit Forfeit

PSUs and Performance Shares Forfeit Forfeit Forfeit Forfeit Forfeit Forfeit

RSUs and Restricted Shares Forfeit Forfeit Forfeit Forfeit Forfeit Forfeit

(1) As those terms are defined in the Amended Plan.

(2) The terms of the Existing Plan contain “double-trigger” provisions in the event of a change in control.

If equity awards are exchanged for or replaced by a substitute award, then the awards will not automatically vest upon a change in control.

However, if a change in control occurs and the awards are not exchanged or replaced, all options shall immediately become exercisable, the restriction period on all Restricted Shares and RSUs shall lapse immediately prior to such change in control and outstanding Performance Shares and PSUs issued to our NEOs generally vest.

As a result of the Equity Vesting Event, no shares will be distributed upon vesting.

(3) The Compensation Committee has the discretion to authorize that the participant retains a pro-rata share of unvested equity awards.

CEO Pay Ratio

To determine the median 2020 annual total compensation of all of our employees other than our CEO (the "Median 2020 Employee Compensation"), we determined median employee and used annual taxable income as our compensation measure.

We used the median 2020 employee's annual total compensation as the Median 2020 Employee Compensation.

We calculated the Median 2020 Employee Compensation using the same methodology used for calculating the annual total compensation of our NEOs described in the Summary Compensation Table above.

2020 annual total compensation of our CEO ("2020 CEO Compensation") was $ 2,580,049.

Median 2020 Employee Compensation was $33,187 and the ratio of 2020 CEO Compensation to Median 2020 Employee Compensation is 78 to 1.

2020 Director Compensation

Our Nominating and Governance Committee recommended, and our Board determined, that non-employee directors are to be compensated for their service on the Board as described below.

Directors who are also employees of the Company receive no additional compensation for serving as directors.

Determination of Non-Employee Director Compensation

On an annual basis when determining compensation, our Compensation Committee considers (i) market data for our Peer Group, whic h is defined above and is the group of companies used for our executive compensation review and (ii) input from its compensation consultant regarding market practices for director compensation.

The Compensation Committee intends to set director compensation levels at or near the market median relative to directors at companies of comparable size, industry and scope of operations in order to ensure directors are paid competitively for their time commitment and responsibilities.

Providing a competitive compensation package is

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EXECUTIVE COMPENSATION (continued)

important because it enables us to attract and retain highly qualified directors who are critical to our long-term success.

Annual Non-Employee Director Compensation

Each non-employee director receives an annual retainer of $210,000 for serving as a member of our Board, which is payable $85,000 in cash and $125,000 in Restricted Stock Units ("RSUs").

Our payments for directors are paid at the end of the quarter in which it is earned.

Effective February 25, 2020, the Board determined to pay the $125,000 RSU annual retainer in cash until otherwise determined by the Board.

Each non-employee director is entitled to the following additional annual fees for serving as Chair of the Board, chair of a committee or a member of a committee.

Chair The Chair of the Board received an additional $150,000 in 2020 payable 50% in cash and 50% in shares of our common stock.

Audit Committee The Chair of the Audit Committee receives an additional $35,000 in cash and each other member of the Audit Committee receives an additional $17,500 in cash.

Compensation Committee The Chair of the Compensation Committee receives an additional $30,000 in cash and each other member of the Compensation Committee receives an additional $15,000 in cash.

Nominating and Governance Committee The Chair of the Nominating and Governance Committee receives an additional $25,000 in cash and each other member of the Nominating and Governance Committee receives an additional $12,500 in cash.

Finance Committee The Chair of the Finance Committee receives an additional $25,000 in cash and each other member of the Finance Committee receives an additional $12,500 in cash.

Technology Committee The Chair of the Technology Committee receives an additional $25,000 in cash and each other member of the Technology Committee receives an additional $12,500 in cash.

Operating Committee The Operating Committee was established to provide additional support in response to the COVID-19 pandemic and oversee certain elements of the restructuring process.

The Chair of the Operating Committee receives an additional $25,000 in cash per month for the time period approved by the Board.

The maximum annual compensation (i.e., cash and equity awards) that may be paid by the Company to any non-employee director is $750,000.

Under the Director Compensation Policy, if a Lead Director is appointed, then he or she is entitled to receive an annual cash retainer of $100,000 in addition to the fees listed above.

Because the Board has appointed an independent Chair, the Company has not appointed a Lead Director.

Cash fees or fees paid in shares of our common stock for Board and committee service are payable quarterly in arrears.

A director may elect, annually in advance, to receive shares of our common stock having the same fair market value in lieu of such cash fees.

A director may elect to receive shares of phantom stock rather than receiving cash fees if the requirements for such deferral are satisfied under applicable tax law.

A director may elect to defer settlement and payout of the portion of the annual retainer provided in the form of stock or stock-based awards if the requirements for such deferral are satisfied under applicable tax law.

Any director electing to receive phantom shares would receive actual shares of our common stock on the earlier of separation from service or a change in control of the Company, and deferred RSUs (or deferred shares of common stock) would be settled within 30 days following such date.

Notwithstanding the foregoing, the Board has determined to pay all annual equity director fees in cash until otherwise determined by the Board.

We also reimburse our directors for reasonable and necessary expenses they incur in performing their duties as directors, and our directors are entitled to free worldwide car rentals through Hertz.

Any non-employee director who serves for at least five years will, after retirement from such service as a director, be eligible for Hertz #1 Club Platinum Card status and free worldwide car rentals up to a maximum of 90 days each year for fifteen years after his or her retirement.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXECUTIVE COMPENSATION (continued)

The table below summarizes the compensation paid to our non-employee directors for fiscal year 2020.

Name Fees Earned or

Paid in Cash (1)

All Other Compensation (3)

Keizer 344,656 23,762 410 368,828

Barnes 209,289 — 126 209,415

SungHwan Cho 188,014 — — 188,014

Intrieri 215,570 — — 215,570

Anindita Mukherjee 176,789 16,235 — 193,024

Ninivaggi 403,045 (4)

— 1,197 404,242

Sheehan 181,769 — — 181,769

(1) All compensation is for services rendered as directors for service on the Company’s Board, including annual retainer fees and committee and chair fees (whether payable in cash or in shares of common stock) as set forth above.

(2) The values disclosed are the aggregate grant date fair values of 1,228 common shares for Mr.

Keizer and 839 common shares for Ms.

Mukherjee on February 24, 2020, at a grant price of $19.35.

Effective beginning February 25, 2020, the Board determined to pay all equity Director fees in cash.

(3) Value of free car rentals under the Company's Director Car Rental Program.

Ninivaggi serves as the Chair of the Operating Committee since May 6, 2020, and he received $200,000 in 2020 for that additional service.

Compensation Committee Interlocks and Insider Participation

During 2020, Messrs.

Barnes, Cho and Ninivaggi and Ms.

Mukherjee served as members of our Compensation Committee.

None of these individuals (i) served as an officer or employee of the Company during 2020 or (ii) was formerly an officer of the Company.

During the year 2020 (i) none of our executive officers served as a member of a compensation committee (or other body performing a similar role) of another entity, any of whose executive officers served on our Compensation Committee;

(ii) none of our executive officers served as a director of another entity, any of whose executive officers served on our Compensation Committee and (iii) none of our executive officers served as a member of the compensation committee (or other body performing a similar role) of another entity, any of whose executive officers served as one of our directors.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with members of management the Compensation Discussion and Analysis included in this Item 11 of the Company's Annual Report on Form 10-K.

Based on that review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

The Compensation Committee,

Ninivaggi, Chair

Anindita Mukherjee

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Hertz Global incorporates by reference the information appearing under the caption “Ownership of Our Common Stock” in the Proxy Statement.

Equity Compensation Information

12 unchanged sentences

securities reflected in

Information required by this item with respect to Hertz is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Omnibus Plan 2,694,399 $ 34.76 —

Security Beneficial Ownership Table

The following table sets forth information as of February 22, 2021, unless another date is specified below, with respect to the ownership of the Company's common stock by:

● Each person known to own beneficially more than 5% of the Company's common stock;

● Each of the directors of the Company;

● Each of the executive officers named in the Summary Compensation Table;

● All of the Company’s executive officers and directors as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities.

Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.

A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days.

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

As of February 22, 2021, we had 156,206,478 shares of our common stock outstanding.

Except as otherwise indicated in the footnotes to this table, each of the beneficial owners listed has, to the knowledge of the Company, sole voting and investment power with respect to the indicated shares of common stock.

Unless otherwise indicated, the address for each individual listed below is c/o Hertz Global Holdings, Inc., 8501 Williams Road, Estero, FL 33928.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (continued)

Name and Address of Beneficial Owner Shares Beneficially Owned

David Barnes 29,729 **

SungHwan Cho 10,178 **

Vincent Intrieri (1)

Henry Keizer (2)

Anindita Mukherjee 14,274 **

Daniel Ninivaggi (1)(3)

Kevin Sheehan 41,756 **

Paul Stone 11,203 **

Kenny Cheung — —

Angela Brav — —

David Galainena — —

Opal Perry 5,799 **

Kathryn Marinello (4)

Jamere Jackson (5)

Eric Esper (6)

All directors and executive officers as a group 270,287 **

**Less than 1%.

(1) Includes the following phantom shares issued under the Director Compensation Policy:

(i) 38,664 for Mr.

Intrieri and (ii) 8,825 for Mr.

(2) All of Mr.

Keizer’s shares are jointly held with his wife.

(3) 844 of Mr.

Ninivaggi's shares are jointly held with his wife.

Marinello's address is c/o PODS Enterprises, LLC, 13535 Feather Sound Drive, Clearwater, Florida 33762.

Jackson's address is c/o AutoZone, Inc., 123 South Front St., Memphis, TN 38103.

Esper's address is c/o United Natural Foods, Inc., 313 Iron Horse Way, Providence, RI 02908.

(7) Includes employee and/or director stock options held directly by the beneficial owner that are currently exercisable or that will become exercisable within sixty days;

and phantom shares issued under the Director Compensation Policy.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Hertz Global incorporates by reference the information appearing under the captions “Corporate Governance - Certain Relationships and Related Party Transactions,” “Corporate Governance - Director Independence” and “Corporate Governance - Roles and Responsibilities of the Board Committees” in the Proxy Statement.

Information required by this item with respect to Hertz is omitted pursuant to General Instruction I(2)(c) of Form 10-K.

Certain Relationships and Transactions with Related Persons

The Board has adopted the Related Person Transaction Policy and Procedures (the “RPT Policy”) to assist it in reviewing, approving and ratifying related person transactions and to assist the Company in the preparation of related disclosures required by the SEC.

The RPT Policy supplements, and does not supersede, the Company's other policies that may be applicable to transactions with related persons, such as its Corporate Governance Guidelines, Directors’ Code of Conduct and Standards of Business Conduct.

All potential related person transactions must be reported to the General Counsel who consults with the Chair of the Audit Committee to determine if the related person transaction is a transaction subject to the RPT Policy.

If the General Counsel in consultation with the Chair of the Audit Committee so determines, then the Audit Committee shall consider the related person transaction for approval or ratification in accordance with the RPT Policy.

The Audit Committee may determine to refer the review and approval or ratification of a related person transaction to another committee of directors established by the Board and consisting solely of independent directors who are disinterested in the related person transaction.

In reviewing a related person transaction for approval or ratification, the Audit Committee will consider all of the relevant facts and circumstances.

If the related person transaction involves a non-employee director or nominee, the Audit Committee will consider whether such transaction would compromise such director’s status as (i) an independent director under the NYSE Listing Standards and any categorical independence standards included in our Corporate Governance Guidelines, (ii) a “non-employee director” under Rule 16b-3 of the Exchange Act, if such non-employee director serves on the Compensation Committee or (iii) an independent director under Rule 10A-3 of the Exchange Act.

Generally, the RPT Policy applies to any current or proposed transaction in which:

● the Company was or is to be a participant;

● the amount involved is reasonably likely to exceed $120,000;

● any related person had or will have a direct or indirect material interest.

The Audit Committee will not approve or ratify a related person transaction unless, after considering all relevant information, it has determined in good faith that the transaction is in, or is not inconsistent with, the best interests of the Company.

The Directors’ Code of Conduct is applicable to all Board members and provides guidance for handling unforeseen situations that may arise, including conflicts of interest.

Pursuant to the Directors’ Code of Conduct, a conflict of interest may arise when a Board member’s private interest interferes in any way — or even appears to interfere — with the interests of the Company as a whole.

The Directors’ Code of Conduct specifies that a conflict of interest may include, among other things, the following:

● When a Board member or a member of his or her family takes actions or has interests that may make it difficult for the Board member to make decisions on behalf of the Company objectively and effectively;

● Where a Board member or a member of his or her family has a financial interest in, or is engaged, directly or indirectly, in the management of an organization that deals with the Company as a supplier, contractor, purchaser or distributor of the Company’s products or services, or is a competitor;

● Where a Board member renders services to another organization or individual as an employee, agent, consultant or director if the organization or individual is doing or seeking to do business with the Company or is a competitor.

Pursuant to the Directors’ Code of Conduct, any member of our Board who believes he or she has an actual or potential conflict of interest with us is obligated to notify the Chair of the Nominating and Governance Committee as promptly as practicable.

That member should not participate in any decision by our Board, or any committee of our

HERTZ GLOBAL HOLDINGS, INC.

1 unchanged sentence

THE HERTZ CORPORATION AND SUBSIDIARIES

PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees for services performed by Ernst & Young LLP, the Company's principal accounting firm since March 1, 2019, were as follows:

(In millions)

Audit fees (1)

Audit-related fees (2)

Fees for services performed by PricewaterhouseCoopers LLP, the Company's principal accounting firm during fiscal year 2018 and until March 1, 2019, were as follows:

(DEBTORS-IN-POSSESSION)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE (Continued)

Board, that in any way relates to the matter that gives rise to the conflict or potential conflict of interest until the issue has been resolved to the satisfaction of the Chair of the Nominating and Governance Committee or the Board.

The Standards of Business Conduct are applicable to all employees, officers and directors of the Company and its subsidiaries.

The Standards of Business Conduct generally prohibit employees from maintaining outside business or financial interests or engaging in outside business or financial activity that conflicts with the interests of the Company.

See Note 16 , " Related Party Transactions ," to the notes to the Company's consolidated financial statements in this 2020 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data" for additional description of certain relationships and transactions that existed or that we have entered into with our directors and certain other related persons in 2020.

Director Independence

The Company's Corporate Governance Guidelines require that the Board be composed of a majority of “independent” directors.

No director will be deemed independent unless the Board affirmatively determines that the director has no material relationship with the Company, directly or as an officer, stockholder or partner of an organization that has a relationship with the Company.

The Board has established standards to assist it in making independence determinations, which are set forth in Annex A to the Corporate Governance Guidelines.

Although the Company is no longer listed on the NYSE and the NYSE Corporate Governance Standards are no longer applicable, the Company has continued to satisfy the NYSE Corporate Governance Standards as a best practice.

In accordance with the NYSE Corporate Governance Standards and the Company’s Corporate Governance Guidelines, the Board conducted its review of all relationships between the Company and each director and director nominee and has affirmatively determined that, with the exception of Mr.

Stone, none of them has a material relationship with the Company or any other relationship that would preclude his or her independence under the NYSE Corporate Governance Standards.

Accordingly, the Board has determined that each of the Company's current directors, other than Mr.

Stone, is an independent director under the NYSE Corporate Governance Standards and the Company’s Corporate Governance Guidelines.

Any director whose affiliation or position of principal employment changes substantially after election to the Board or any independent director who ceases to qualify as independent after election to the Board will be expected to offer to submit a resignation as a director promptly for consideration by the Board of the effect of such change upon the interests of the Company.

Additionally, the Board has affirmatively determined that each member of the Audit Committee meets the independence and financial literacy requirements for audit committee membership under the NYSE Corporate Governance Standards and Rule 10A-3(b)(1) under the Exchange Act, and each member of the Compensation Committee and Nominating and Governance Committee meets the independence and other requirements for compensation committee and governance committee membership, respectively, as set forth in the NYSE Corporate Governance Standards, the Company's Corporate Governance Guidelines and the rules of the SEC applicable to boards of directors in general and compensation committees and governance committees in particular, respectively.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

PRINCIPAL ACCOUNTANT FEES AND SERVICES

On March 1, 2019, Ernst & Young LLP was appointed as the Company's principal accounting firm.

Fees for services performed by Ernst & Young LLP, during fiscal year 2020 and the period March 1, 2019 through December 31, 2019, were as follows:

(In millions) 2020 2019

1 unchanged sentence

Audit-related fees (2)

Total $ 14 $ 9

(1) Audit fees were for services rendered in connection with (i) the audit of the financial statements included in the Hertz Global and Hertz Annual Reports, (ii) reviews of the financial statements included in the Hertz Global and Hertz Quarterly Reports on Form 10-Q, (iii) attestation of the effectiveness of internal controls over financial reporting for Hertz Global and Hertz, (iv) statutory audits and (v) providing comfort letters in connection with our financing transactions.

(2) Audit-related fees were for services rendered in connection with due diligence and assurance services and employee benefit plan audits.

For 2019, there was an immaterial amount of audit-related fees for services performed by Ernst & Young LLP.

For 2019, there was an immaterial amount of audit-related fees for services performed.

(3) Tax fees related to our LKE program and tax audit assistance.

5 unchanged sentences

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(DEBTORS-IN-POSSESSION)

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as part of this 2020 Annual Report:

24 unchanged sentences

and Subsidiaries and The Hertz Corporation and Subsidiaries-Schedule II—Valuation and Qualifying Accounts

The attached list of exhibits in the “Exhibit Index” immediately following the signature pages to this 2019 Annual Report is filed as part of this 2019 Annual Report and is incorporated herein by reference in response to this item.

The attached list of exhibits in the “Exhibit Index” immediately following the signature page to this 2020 Annual Report is filed as part of this 2020 Annual Report and is incorporated herein by reference in response to this item.

HERTZ GLOBAL HOLDINGS, INC.

1 unchanged sentence

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Lee County, Florida on the 26th day of February, 2021.

2 unchanged sentences

(Registrants)

/s/ JAMERE JACKSON

Jamere Jackson

/s/ KENNY CHEUNG

Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities indicated on February 26, 2021:

Signature Title

Independent Non-Executive Chairman of the Board of Directors

/s/ KATHRYN V.

President and Chief Executive Officer, Director

/s/ JAMERE JACKSON

/s/ KENNY CHEUNG

Executive Vice President and Chief Financial Officer

Jamere Jackson

/s/ ALEXANDRA BROOKS

Senior Vice President and Chief Accounting Officer

Alexandra Brooks

/s/ SUNGHWAN CHO

6 unchanged sentences

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX

Exhibit Number

Exhibit Number Description

2 Hertz Holdings

32 unchanged sentences

001-33139), as filed on May 2, 2013).

Hertz Holdings

Sixth Supplemental Indenture, dated as of February 5, 2014, among Firefly Rent A Car LLC, The Hertz Corporation, as Issuer, the Existing Guarantors named therein, and Wells Fargo Bank, National Association, as Trustee, relating to the 6.250% Senior Notes due 2022 (Incorporated by reference to Exhibit 4.4.9 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

001-33139), as filed on March 19, 2014).

HERTZ GLOBAL HOLDINGS, INC.

1 unchanged sentence

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number

Hertz Holdings

001-33139), as filed on March 19, 2014).

Exhibit Number Description

Hertz Holdings

25 unchanged sentences

001-37665), as filed on July 7, 2016).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

4.7 Hertz Holdings

2 unchanged sentences

001-37665), as filed on July 7, 2016).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

Hertz Holdings

25 unchanged sentences

001-07541), as filed on March 6, 2017).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

4.10 Hertz Holdings

5 unchanged sentences

001-07541), as filed on November 4, 2014).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

4.12 Hertz Holdings

7 unchanged sentences

Hertz Holdings

Sixth Amended and Restated Series 2013-A Supplement, dated as of February 21, 2020, among Hertz Vehicle Financing II LP, as Issuer, The Hertz Corporation, as Group I Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, certain Committed Note Purchasers, certain Conduit Investors, certain Funding Agents, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Group I Supplement, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee.*

001-37665) and The Hertz Corporation (File No .

001-07541), as filed on February 25, 2020).

Hertz Holdings

7 unchanged sentences

1 filed on November 9, 2015).

4.15 Hertz Holdings

Series 2018-1 Supplement, dated as of January 24, 2018, among Hertz Vehicle Financing II LP, as Issuer, The Hertz Corporation, as Group I Administrator, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Amended and Restated Group I Supplement, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee and Securities Intermediary, to the Base Indenture, dated as of October 31, 2014, between Hertz Vehicle Financing II LP, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.11.11 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as fi l e d on January 2 6 , 2018).

HERTZ GLOBAL HOLDINGS, INC.

1 unchanged sentence

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number

Hertz Holdings

001-37665) and The Hertz Corporation (File No.

001-07541), as field on January 29, 2018).

Exhibit Number Description

4.16 Hertz Holdings Hertz

20 unchanged sentences

001-07541), as filed on August 8, 2017).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

Hertz Holdings

6 unchanged sentences

001-07541), as filed on August 2, 2019).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

Hertz Holdings

16 unchanged sentences

2 B.V., Hertz Europe Limited, Credit Agricole Corporate and Investment Bank, certain committed note purchasers, conduit investors and funding agents named therein, and BNP Paribas Trust Corporation U.K.

Limited ( Incorporated by reference to Exhibit 4.22.2 of the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on February 25, 2020).

4.23 Hertz Holdings Hertz

10 unchanged sentences

001-07541), as filed on November 8, 2018.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

4.25 Hertz Holdings Hertz

8 unchanged sentences

001-07541), as filed on November 8, 2018).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

4.27 Hertz Holdings Hertz

8 unchanged sentences

001-07541), as filed on November 8, 2018).

4.29 Hertz Holdings Hertz

Base Indenture, dated as of November 25, 2020, between Hertz Vehicle Interim Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A.

as Trustee (Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 30, 2020).

4.30 Hertz Holdings

Hertz Series 2020-1 Supplement, dated as of November 25, 2020, among Hertz Vehicle Interim Financing LLC, as Issuer, The Hertz Corporation as HVIF Administrator, Deutsche Bank AG, New York Branch, as Administrative Agent, Apollo Capital Management, L.P., as Controlling Party, the certain noteholders from time to time party thereto and The Bank of New York Mellon Trust Company, N.A.

as Trustee, to the Base Indenture, dated as of November 25, 2013, between Hertz Vehicle Interim Financing LLC, as Issuer and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.2 of the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 30, 2020).

4.31 Hertz Holdings

Hertz Master Motor Vehicle Operating Lease and Servicing Agreement (HVIF), dated as of November 25, 2020, among Hertz Vehicle Interim Financing LLC, as Lessor, The Hertz Corporation, as Lessee, Servicer and Guarantor, DTG Operations, Inc., as Lessee, and the Permitted Lessees from time to time party thereto (Incorporated by reference to Exhibit 4.3 of the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 30, 2020).

4.32 Hertz Holdings

Hertz HVIF Administration Agreement, dated as of November 25, 2020, among The Hertz Corporation, as HVIF Administrator, Hertz Vehicle Interim Financing LLC, as Issuer, and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.4 of the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 30, 2020).

Hertz Holdings

Credit Agreement, dated as of June 30, 2016, among The Hertz Corporation, the subsidiary borrowers from time to time party thereto, the several banks and other financial institutions from time to time party thereto and Barclays Bank PLC, as administrative agent and collateral agent (Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

4 unchanged sentences

001-07541), as filed on November 9, 2017).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

Hertz Holdings

9 unchanged sentences

001-07541), as filed on November 2, 2017).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

Hertz Holdings

2 unchanged sentences

001-07541), as filed on November 9, 2017).

Hertz Holdings

Hertz Global Holdings, Inc.

2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 99.1 to Hertz Global Holdings, Inc.’s Registration Statement on Form S-8 (File No.

333-212249), as filed on June 24, 2016).†

Hertz Holdings

Form of Restricted Stock Unit Agreement under the Omnibus Incentive Plan of the Registrant (Incorporated by reference to Exhibit 10.2.6 to Amendment No.

3 of the Registration Statement on Form 10 of Hertz Rental Car Holding Company, Inc.

001-37665), as filed on May 20, 2016).†

Hertz Holdings

Form of Restricted Stock Unit Agreement under the Omnibus Incentive Plan of the Registrant (form used for 3 year cliff vested awards) (Incorporated by reference to Exhibit 10.2.7 to Amendment No.

3 of the Registration Statement on Form 10 of Hertz Rental Car Holding Company, Inc.

001-37665), as filed on May 20, 2016).†

Hertz Holdings

Form of Employee Stock Option Agreement under the Omnibus Incentive Plan of the Registrant (Incorporated by reference to Exhibit 10.2.8 to Amendment No.

3 of the Registration Statement on Form 10 of Hertz Rental Car Holding Company, Inc.

001-37665), as filed on May 20, 2016).†

Hertz Holdings

Form of Restricted Stock Unit Agreement (Non-Employee Director) under the Omnibus Incentive Plan of the Registrant (Incorporated by reference to Exhibit 10.2.9 to Amendment No.

3 of the Registration Statement on Form 10 of Hertz Rental Car Holding Company, Inc.

001-37665), as filed on May 20, 2016).†

Hertz Holdings Hertz

7 unchanged sentences

Hertz Holdings Hertz

Form of Performance Stock Agreement (EBITDA Award) under the 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K/A of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on March 7, 2017 ).†

Hertz Holdings Hertz

Form of Performance Stock Agreement (Donlen EBITDA Award) under the 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K/A of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on March 7, 2017 ).†

Hertz Holdings Hertz

Form of Performance Stock Agreement under the 2016 Omnibus Incentive Plan (EBITDA) (Incorporated by reference to Exhibit 10.2.14 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

13 unchanged sentences

001-07541), as filed on August 6, 2018 ).†

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

Hertz Holdings Hertz

3 unchanged sentences

Hertz Holdings

Form of Employee Stock Option Agreement under the 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 7, 2019).†

Hertz Holdings

Form of Performance Stock Unit Agreement under the 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

1 unchanged sentence

001-07541), as filed on May 7, 2019).†

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

Hertz Holdings

16 unchanged sentences

Hertz Holdings

Hertz 2020 Form of Restricted Stock Unit Agreement under the 2016 Omnibus Incentive Plan (3-Year Pro Rata Vesting) (Incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-33139) and The Hertz Corporation (File No.

001-07541), as filed on May 11, 2020.

Hertz Holdings

Hertz 2020 Form of Performance Stock Unit Agreement under the 2016 Omnibus Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-33139) and The Hertz Corporation (File No.

001-07541), as filed on May 11, 2020.

10.3 Hertz Holdings

The Hertz Corporation Supplemental Retirement and Savings Plan (as amended and restated, effective December 19, 2014) (Incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Hertz Global Holdings, Inc.

10 unchanged sentences

Hertz Global Holdings, Inc.

Senior Executive Bonus Plan, effective May 18, 2016 (Incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665), as filed on July 7, 2016).†

Hertz Holdings

Hertz Global Holdings, Inc.

Severance Plan for Senior Executives (Incorporated by reference to Exhibit 10.39 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

8 unchanged sentences

001-33139), as filed on May 2, 2013).†

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

Hertz Holdings

7 unchanged sentences

001-07541), as filed on March 6, 2017).†

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

Hertz Holdings

Amended and Restated Hertz Global Holdings, Inc.

Severance Plan for Senior Executives (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 26, 2020).

10.7 Hertz Holdings

Form of Change in Control Severance Agreement with executive officers of the Registrant (Incorporated by reference to Exhibit 10.8 to Amendment No.

39 unchanged sentences

001-37665), as filed on July 7, 2016).

Hertz Holdings

Confidentiality Agreement, dated June 30, 2016, by and between Hertz Global Holdings, Inc.

and the entities listed in the agreement (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665), as filed on July 7, 2016).

Hertz Holdings

Registration Rights Agreement, dated June 30, 2016, by and between Hertz Global Holdings, Inc.

and the entities listed in the agreement (Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665), as filed on July 7, 2016).

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

Hertz Holdings

Hertz Global Holdings, Inc.

Employee Stock Purchase Plan (Incorporated by reference to Exhibit 99.1 to Hertz Global Holdings, Inc.’s Registration Statement on Form S-8 (File No.

333-212248), as filed on June 24, 2016).

Hertz Holdings Hertz

6 unchanged sentences

001-07541), as filed on August 31, 2018).†

Hertz Holdings Hertz

Separation Agreement, dated as of August 29, 2018 by and among Thomas C.

Kennedy, Hertz Global Holdings, Inc.

and The Hertz Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

10.18.1 Hertz Holdings

Offer Letter, signed on February 28, 2018, between Paul E.

Stone and The Hertz Corporation (Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on August 31, 2018.

001-07541), as filed on May 7, 2019).†

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

10.18.2 Hertz Holdings

Hertz Amendment to Offer Letter, dated May 16, 2020, between Paul E.

Stone and The Hertz Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 18, 2020).

10.19 Hertz Holdings Hertz

Separation Agreement, dated as of May 6, 2018, by and among Tyler Best, Hertz Global Holdings, Inc.

and The Hertz Corporation (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

Amended and Restated Employment Agreement, dated as of November 22, 2019, between Hertz Global Holdings, Inc.

and Kathryn V.

Marinello (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on November 27, 2019).†

10.20 Hertz Holdings

Hertz Forbearance Agreement, dated as of May 4, 2020, by and among The Hertz Corporation, Hertz Vehicle Financing LLC, Hertz Financing II LP, DTG Operations, Inc., Deutsche Bank AG, New York Branch, and certain other parties (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 5, 2020).

10.21 Hertz Holdings

Offer Letter, signed on February 28, 2018, between Paul E.

Stone and The Hertz Corporation (Incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

Hertz Limited Waiver, Forbearance and Fourth Amendment, dated as of May 4, 2020, in connection with that certain Credit Agreement, dated as of June 30, 2016 (as amended), by and among The Hertz Corporation and other loan parties party thereto, the several banks and other financial institutions parties thereto as lenders and administrative agent (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 5, 2020).

Hertz Holdings Hertz

Offer Letter, signed on August 23, 2017, between Murali Kuppuswamy and The Hertz Corporation (Incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

10.22 Hertz Holdings

Hertz Limited Waiver, Forbearance and First Amendment, dated as of May 4, 2020, in connection with that certain Credit Agreement, dated as of December 13, 2019, by and among The Hertz Corporation, the other loan parties party thereto, the several banks and other financial institutions parties thereto as lenders, the issuing lender and administrative agent (Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

1 unchanged sentence

10.23 Hertz Holdings

Offer Letter, signed on August 23, 2017, between Jodi J.

Allen and The Hertz Corporation (Incorporated by reference to Exhibit 10.8 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

Hertz Limited Waiver, Forbearance and First Amendment, dated as of May 4, 2020, in connection with that certain Credit Agreement, dated as of November 2, 2017, by and among The Hertz Corporation, the other loan parties party thereto, the several banks and other financial institutions parties thereto as lenders and administrative agent (Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 5, 2020).

Hertz Holdings Hertz

Settlement Agreement, dated as of March 4, 2019, between Michel M.

Taride and Hertz Europe Limited (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

10.24 Hertz Holdings

Hertz Limited Waiver and First Amendment, dated as of May 4, 2020, in connection with that certain Credit Agreement, dated as of June 30, 2016, by and among The Hertz Corporation, the other loan parties party thereto, the several banks and other financial institutions parties thereto as lenders and administrative agent (Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on March 7, 2019).†

001-07541), as filed on May 5, 2020).

10.25 Hertz Holdings

Offer Letter, signed on April 9, 2014, between Robin C.

Kramer and The Hertz Corporation (Incorporated by reference to Exhibit 10.10 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

Hertz Limited Waiver Agreement dated May 22, 2020 by and among others International Fleet Financing No.

as issuer, Hertz Europe Limited as issuer administrator, Hertz Holdings Netherlands, Credit Agricole Corporate and Investment Bank as administrative agent, BNP Paribas Trust Corporation UK Limited as security trustee and the several, committed note purchasers, commercial paper conduits, and certain funding agents for the investor groups, in each case, party thereto (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 26, 2020).

Hertz Holdings Hertz

Retention Letter, signed on January 23, 2018, between Robin C.

Kramer and The Hertz Corporation (Incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q of Hertz Global Holdings, Inc.

10.26 Hertz Holdings

Hertz Form of Retention Program Letter Agreement (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

001-07541), as filed on May 26, 2020).

Hertz Holdings Hertz

Amended and Restated Employment Agreement, dated as of November 22, 2019, between Hertz Global Holdings, Inc.

and Kathryn V.

Marinello (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

10.27 Hertz Holdings

Hertz Stock and Asset Purchase Agreement by and between Hertz Global Holdings, Inc.

Donlen Corporation, certain subsidiaries of Donlen Corporation and Freedom Acquirer LLC, dated November 25, 2020 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Hertz Global Holdings, Inc.

001-37665) and The Hertz Corporation (File No.

1 unchanged sentence

10.28 Hertz Holdings

List of Subsidiaries of Hertz Global Holdings, Inc.

Hertz Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of October 30, 2020, among The Hertz Corporation, the several lenders from time to time parties thereto and Barclays Bank PLC, as administrative agent and joint bookrunner .†*

10.29.1 Hertz Holdings

Hertz Offer Letter, signed on December 3, 2018, between Kenny K.

Cheung and The Hertz Corporation.

10.29.2 Hertz Holdings

Hertz Offer Letter, signed on September 25, 2020, between Kenny K.

Cheung and The Hertz Corporation.

10.30 Hertz Holdings

Hertz Offer Letter, signed on October 16, 2019, between Angela Brav and The Hertz Corporation.

10.31.1 Hertz Holdings

Hertz Offer Letter, dated February 27, 2019, between M.

David Galainena and The Hertz Corporation.

10.31.2 Hertz Holdings

Hertz Offer Letter, signed on September 25, 2020, between M.

David Galainena and The Hertz Corporation.

10.32 Hertz Holdings

Hertz Offer Letter, dated July 16, 2018, between Opal G.

Perry and The Hertz Corporation.

10.33.1 Hertz Holdings

Hertz Offer Letter, dated February 21, 2018, between R.

Eric Esper and The Hertz Corporation.

10.33.2 Hertz Holdings

Hertz Offer Letter, dated August 14, 2020, between R.

Eric Esper and The Hertz Corporation.

21.1 Hertz Holdings

The List of Subsidiaries of Hertz Global Holdings, Inc.

and The Hertz Corporation.

1 unchanged sentence

Consent of Independent Registered Public Accounting Firm.*

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

EXHIBIT INDEX (Continued)

Exhibit Number

23.2 Hertz Holdings

16 unchanged sentences

Section 1350.**

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

EXHIBIT INDEX (Continued)

Exhibit Number Description

Hertz Holdings

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures