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Item 3. Legal Proceedings

2021-02-26 compared with 2020-02-25 · 58 added, 74 removed, 25 unchanged (84% of the section changed)

LEGAL PROCEEDINGS

For information regarding legal proceedings, see Note 14 , " Contingencies and Off-Balance Sheet Commitments ," to the Notes to our consolidated financial statements included in this 2019 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."

Information related to the Chapter 11 Cases that were filed on May 22, 2020 is included in Note 1, "Background," to the Notes to our consolidated financial statements in this 2020 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."

For a description of certain pending legal proceedings, see Note 15, "Contingencies and Off-Balance Sheet Commitments," to the Notes to our consolidated financial statements in this 2020 Annual Report under the caption Item 8, "Financial Statements and Supplementary Data."

HERTZ GLOBAL HOLDINGS, INC.

1 unchanged sentence

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

Set forth below are the names, ages, number of years employed by the Company as of February 22, 2021 and positions of our executive officers:

Number of Years Employed

President and Chief Executive Officer

Jamere Jackson

Executive Vice President and Chief Financial Officer

Murali Kuppuswamy

Executive Vice President and Chief Human Resources Officer

Executive Vice President and Chief Marketing Officer

David Galainena

Executive Vice President, General Counsel and Secretary

Executive Vice President and Chief Information Officer

Executive Vice President and Chief Retail Operations Officer North America

President - Hertz International

Senior Vice President and Chief Accounting Officer

Marinello has served as President and Chief Executive Officer and a director of the Company since January 2017.

Marinello previously served as a Senior Advisor of Ares Management LLC, a global alternative investment manager, from March 2014 to December 2016, and as Chair, President and Chief Executive Officer of Stream Global Services, Inc., a business process outsourcing service provider, from 2010 to March 2014.

Marinello served as Chair, Chief Executive Officer and President of Ceridian Corporation, a provider of human resources software and services, from 2006 to 2010 (promoted to Chair in 2007).

She served in a broad range of senior roles from 1997 to 2006 at General Electric Co.

("GE"), an international industrial and technology company, including leading global, multi-billion dollar financial and services businesses and subsidiaries.

During that period, she served as Chief Executive Officer and President of GE Fleet Services at GE Commercial Finance from October 2002 to October 2006 and GE Insurance Solutions from 1999 to 2002.

She served as President and Chief Executive Officer of GE Financial Assurance Partnership Marketing Group, a diverse organization that includes GE’s affinity marketing business, Auto & Home Insurance business and Auto Warranty Service business, from December 2000 to October 2002.

Prior to GE, Ms.

Marinello served as President of the Electronic Payments Group at First Data Corporation, which provides electronic banking and commerce, debit and commercial processing to the financial services industry.

She has also served in senior leadership positions at several financial institutions, including US Bank (previously First Bank Systems), Chemical Bank, Citibank and Barclays.

Marinello has served as a director of Volvo Group, a multinational manufacturing company, since April 2014.

Marinello also served as a director at The Nielsen Company B.V., a global information and measurement company, from July 2014 to May 2017, as a director of General Motors Company, a global automotive company, from July 2007 to December 2016, and as a director of RealPage, Inc., a provider of property management software and solutions, from 2015 to March 2017.

Jackson has served as Executive Vice President and Chief Financial Officer of the Company since September 2018.

From March 2014 to August 2018, Mr.

Jackson served as Chief Financial Officer of Nielsen Holdings plc, an information, data and measurement company.

From 2004 to February 2014, Mr.

Jackson held a variety of leadership roles at General Electric Company, an international industrial and technology company, most recently as Vice President and Chief Financial Officer of a division of GE Oil & Gas, an equipment supplier for the global oil and gas industry.

Jackson has served on the board of directors for Eli Lilly & Co, a global pharmaceutical company, since October 2016 where he serves on the audit and finance committees.

Kuppuswamy has served as Executive Vice President and Chief Human Resources Officer of the Company since September 2017.

Kuppuswamy previously served as the Chief Human Resources Officer at Baker Hughes, LLC, an industrial service company, from May 2016 to July 2017.

He has more than 30 years of human resources management experience, serving in Vice President roles for Baker Hughes, LLC since 2011 in Europe, Africa and Russia.

From 1993 to 2011, he worked at General Electric Company, an international industrial and technology company, where he held various human resources leadership positions including at GE Global Research, GE Capital and GE Lighting divisions in the U.S and India.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

INFORMATION ABOUT OUR EXECUTIVE OFFICERS (Continued)

Allen has served as Executive Vice President and Chief Marketing Officer of the Company since October 2017.

Allen has more than 30 years of consumer experience in various leadership roles at The Procter & Gamble Company ("Proctor & Gamble"), a consumer products company.

She served as Vice President and General Manager of North America Hair Care at Procter & Gamble, where she managed a cross-functional team responsible for developing portfolio strategy across six brands.

Prior to that, Ms.

Allen spent eight years in Baby Care and General Management and 19 years in various other key positions at Procter & Gamble.

Name Age Number of Years Employed Position

Stone 50 2 President and Chief Executive Officer

Cheung 39 2 Executive Vice President and Chief Financial Officer

Arrington 44 9 Executive Vice President, Revenue Management and Fleet Operations

David Galainena 63 1 Executive Vice President, General Counsel and Secretary

McPherson 54 34 Executive Vice President, North America Operations

Perry 49 2 Executive Vice President and Chief Information Officer

Smith 43 18 Executive Vice President, Sales, Marketing and Customer Experience

Brav 58 1 President - Hertz International

Brooks 50 — Senior Vice President and Chief Accounting Officer

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

Stone previously served as Executive Vice President and Chief Retail Operations Officer North America of the Company 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.

Cheung has served as Executive Vice President and Chief Financial Officer of the Company since September 2020.

He previously served as Executive Vice President, Chief Operational Finance and Restructuring Officer beginning in August 2020.

Prior to that role, he was Senior Vice President of Global Financial Planning and Analysis and Chief Financial Officer of North America beginning in December 2018.

From 2007 to 2018, Mr.

Cheung held a variety of financial leadership roles with Nielsen Holdings, PLC, an information, data and measurement firm, most recently as Global Chief Audit Executive, and prior to that as a regional Chief Operating Officer after holding the position of regional Chief Financial Officer.

Prior to Nielsen, Mr.

Cheung worked for General Electric Company, a multinational conglomerate, in various roles across Supply Chain, Operations and Financial Planning & Analysis.

Arrington has served as Executive Vice President, Revenue Management & Fleet Operations of the Company since September 2020.

He previously served as Senior Vice President - Fleet Management and Operations of the Company beginning in October 2013.

From 2000 to 2013, Mr.

Arrington was in a variety of leadership roles, including revenue management, operations and fleet planning, at Dollar Thrifty Group, which was purchased by the Company in 2012.

Galainena has served as Executive Vice President, General Counsel and Secretary of the Company since April 2019.

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Galainena has more than thirty years of private practice experience concentrating in structured finance, capital markets and general financing matters.

McPherson has served as Executive Vice President, North America Operations of the Company since May 2020.

McPherson began his career at the Company in 1986 and has held a variety of positions and leadership roles, including General Manager, Zone Vice President and Vice President of Hertz Local Edition.

Most recently, he served as Regional Vice President for the Company's U.S.

Southwest Region.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

INFORMATION ABOUT OUR EXECUTIVE OFFICERS (Continued)

Perry has served as Executive Vice President and Chief Information Officer of the Company since August 2018.

4 unchanged sentences

Perry served at Wells Fargo and Company, a multinational financial services company, as Vice President and Technology Area Manager of the Internet Services Group from March 2008 to November 2011 and as Technology Manager for the Home and Consumer Finance Group from February 2004 to March 2008.

Stone has served as Executive Vice President and Chief Retail Operations Officer North America of the Company since March 2018.

Stone most recently served as the Chief Retail Officer at Cabela’s Inc., an outdoor outfitter retail company, from November 2015 to December 2017.

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, most-recently as Senior Vice President - West Division from 2007 to 2015, where he led operations upwards of 200 locations with more than 30,000 employees.

Smith has served as Executive Vice President, Sales, Marketing and Customer Experience of the Company since December 2020 and previously served as Executive Vice President, Global Marketing and Customer Experience of the Company beginning June 2020.

Smith previously served as Senior Vice President, Customer Experience of the Company from August 2019 to June 2020.

Prior to this, Ms.

Smith served as Vice President, Customer Experience of the Company from October 2017 to August 2019 and as Senior Director, Customer Service Excellence from February 2016 to September 2017.

Smith began her career at the Company in 2003 and has held a variety of leadership positions in Operations and Marketing.

Brav has served as President - Hertz International for the Company since November 2019.

4 unchanged sentences

From January 2001 to August 2011, Ms.

Brav held multiple operational and strategic roles in the United States and Europe for IHG, including Chief Operating Officer, North America and other senior executive positions.

Esper has served as Senior Vice President and Chief Accounting Officer of the Company since November 2018.

He previously served as Vice President and Controller of the Company beginning March 2018.

From July 2010 to March 2018, Mr.

Esper held a variety of financial leadership roles with Norwegian Cruise Line Holdings Ltd., a worldwide cruise line company, most recently as Vice President, Brand Finance & Strategy, and Vice President and Controller.

Esper is also a Certified Public Accountant.

HERTZ GLOBAL HOLDINGS, INC.

AND SUBSIDIARIES

THE HERTZ CORPORATION AND SUBSIDIARIES

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Hertz Holdings' common stock trades on the New York Stock Exchange ("NYSE") under the symbol "HTZ".

As of February 13, 2020 , there were 1,340 registered holders of Hertz Holdings common stock.

Hertz Holdings paid no cash dividends on its common stock in 2019 or 2018 , and it does not expect to pay dividends on its common stock for the foreseeable future.

Hertz Holdings has a Board-approved share repurchase program that authorizes it to repurchase shares of its common stock through a variety of methods, including in the open market or through privately negotiated transactions, in accordance with applicable securities laws.

It does not obligate Hertz Holdings to make any repurchases at any specific time or situation.

There were no shares repurchased under this program in 2019 or 2018 .

As of December 31, 2019 , there was $295 million available for use for repurchases under this program.

Since Hertz Holdings does not conduct business itself, it primarily funds dividends on, and repurchases of, its common stock using dividends from Hertz or amounts borrowed under the master loan agreement.

The credit agreements governing Hertz's Senior Facilities, Letter of Credit Facility and Alternative Letter of Credit Facility restrict Hertz's ability to make dividends and certain payments, including payments to Hertz Holdings for dividends on Hertz Holdings' common stock or for share repurchases.

Recent Performance

The graph that follows compares the cumulative total stockholder return on Hertz Holdings common stock with the Russell 1000 Index and the Morningstar Rental & Leasing Services Industry Group.

The periods depicted in the chart below prior to the Spin-Off reflect the performance of Old Hertz Holdings common stock and the periods subsequent to the Spin-Off reflect the performance of Hertz Holdings common stock.

The Russell 1000 Index is included because it is comprised of the 1,000 largest publicly traded issuers.

The Morningstar Rental & Leasing Services Industry Group is a published, market capitalization-weighted index representing stocks of companies, including Hertz Holdings, that rent or lease various durable goods to the commercial and consumer market including vehicles and trucks, medical and industrial equipment, appliances, tools and other miscellaneous goods.

The results are based on an assumed $100 invested on December 31, 2014, at the market close, through December 31, 2019 .

Brav held multiple operational and strategic roles in the U.S.

and Europe for IHG, including Chief Operating Officer, North America and other senior executive positions.

Brooks has served as Senior Vice President, Chief Accounting Officer of the Company since October 2020.

She previously served as Senior Vice President, Internal Audit from June 2020 to October 2020.

Prior to joining the Company, Ms.

Brooks was the Vice President, Internal Audit at Aptiv PLC (“Aptiv”), a global technology company, beginning May 2015.

Before joining Aptiv, Ms.

Brooks was the Chief Financial Officer for Champion Windows and Home Exteriors, a home improvement company, from 2013 to 2015.

Prior to that, Ms.

Brooks was in a variety of leadership roles at the General Electric Company, a multinational conglomerate, including Global Controller for the Aviation segment, Executive Technical Advisor to the Corporate Audit Staff, and Global Controller for the Plastics division.

Brooks also worked at the General Motors Company in a variety of finance and accounting roles.

She began her career with Pricewaterhouse Coopers, a professional services firm, and is a Certified Public Accountant.

HERTZ GLOBAL HOLDINGS, INC.

1 unchanged sentence

THE HERTZ CORPORATION AND SUBSIDIARIES

(DEBTORS-IN-POSSESSION)

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 3. Legal Proceedings