Bernardo Hees
AVIS BUDGET GROUPAbout Bernardo Hees
Bernardo Hees, age 55, has served on Avis Budget Group’s (CAR) board since February 2020 and previously served as Executive Chairman from July 2020 to May 2024. He is currently an Operating Partner at The Cranemere Group (since March 2024) and is a director of Bunge Limited. His core credentials include prior CEO roles at Kraft Heinz, H.J. Heinz, Burger King, and América Latina Logística, and partnership at 3G Capital. The CAR board has determined he is not independent for 2025 due to his former executive role ending in May 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Cranemere Group | Operating Partner | Since Mar 2024 | Operating executive experience |
| The Kraft Heinz Company | Chief Executive Officer | 2015–Jun 2019 | Led post-merger integration and performance |
| H.J. Heinz Holding Corporation | Chief Executive Officer | 2013–2015 | CEO through merger with Kraft Foods Group |
| Burger King Worldwide Holdings, Inc. / Burger King Worldwide, Inc. | Chief Executive Officer | 2010–2013 (CEO; BK Worldwide CEO 2012–2013) | Global operations oversight |
| América Latina Logística | Chief Executive Officer | 2005–2010 | Logistics operations leadership |
| 3G Capital | Partner | 2010–2019 | Investment and governance at portfolio companies |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Bunge Limited | Director | Current | Public company director (committees not disclosed in CAR proxy) |
Board Governance
- Independence: Not independent in 2025 because he served as Executive Chairman until May 2024 .
- Committee assignments: None; all standing committees (Audit, Compensation, Corporate Governance) are independent-only. Committee membership table shows Hees is not listed on any committee .
- Attendance: Board held seven meetings in 2024; all directors attended at least 75% of Board and committee meetings. The proxy also notes each director nominee serving in 2024 met the 75% threshold .
- Board leadership context: Lead Independent Director is Lynn Krominga; fully independent committees; separation of CEO and Chair roles; Pahwa appointed Executive Chairman in March 2025 .
- Election outcome: Hees was re-elected on May 14, 2025 (For: 28,275,432; Against: 314,899; Abstain: 15,814; Broker non-votes: 2,818,406) .
Fixed Compensation
| Component | Structure | 2024 Hees Actuals (Director) | Notes |
|---|---|---|---|
| Annual director retainer | $250,000; paid 50% cash and 50% RSUs; one-year vest; committee fees as below | $76,503 cash; $76,486 stock; $5,000 other; total $157,989 | Pro-rata due to mid-year transition from Executive Chairman to non-employee director |
| Committee fees | Lead Independent Director $30k; Audit Chair $35k; Audit Member $15k; Compensation Chair $30k; Compensation Member $15k; Governance Chair $30k; Governance Member $12k | N/A (no committee service) | Fees contingent on roles |
| Executive Chairman (pre-5/22/2024) | Cash salary and benefits as officer | Base salary $193,989 (pro-rated at $500,000 annual); other $12,868 | Hees resigned as Executive Chairman on May 22, 2024 |
Performance Compensation
| Award Type | Grant Vintage | Count/Value | Performance Metrics | Vesting/Status |
|---|---|---|---|---|
| PSUs (as Executive Chairman) | 2022 PSUs | 12,178 units (incl. DEUs) | 3-year cumulative Adjusted EBITDA (75%) and variable cost metric (25%) | Earned/achieved at 112.5% of target; scheduled to vest on three-year cadence aligned with program |
| PSUs (as Executive Chairman) | 2023 PSUs | 5,048 units (incl. DEUs) | 3-year cumulative Adjusted EBITDA (75%) and variable cost metric (25%) | Reflected at threshold achievement level as of 12/31/2024 |
Performance program design notes (company-wide, relevant to Hees’s PSU awards):
- 3-year cumulative Adjusted EBITDA goals drive PSU outcomes; the 2022–2024 performance period resulted in 112.5% of target for PSUs due to maximum Adjusted EBITDA goal attainment but below-threshold variable cost component .
- 2024 LTIP removed the cost reduction metric, continuing with EBITDA-only PSUs for that year’s awards to NEOs; Hees did not receive 2024 PSUs as a non-employee director .
Other Directorships & Interlocks
| Company | Industry Relation to CAR | Potential Interlock/Conflict |
|---|---|---|
| Bunge Limited | Agribusiness/food | No CAR ecosystem interlock disclosed in CAR proxy |
Expertise & Qualifications
- CEO experience; public company board experience; international experience; diverse personal background .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 523,973 shares | Includes direct/indirect and RSUs/DSUs convertible within 60 days |
| % of shares outstanding | 1.5% | Based on 35,111,845 shares outstanding (Feb 19, 2025) |
| Shares acquirable within 60 days | 13,537 | Director RSUs/DSUs settling within 60 days |
| Unvested director RSUs/DSUs at FYE | 2,280 units (incl. DEUs) | Deferred/settled per NED Plan |
| Unvested PSUs (Exec Chairman grants) | 12,178 (2022); 5,048 (2023) | 2022 at 112.5% achieved; 2023 at threshold |
| Stock ownership guideline compliance | Directors must hold ≥5× cash retainer; Hees exceeded threshold as of 12/31/2024 | Mandatory 50% net share retention until threshold |
Say-on-Pay & Shareholder Feedback
| Item | Year | Result (Votes) | Notes |
|---|---|---|---|
| Say-on-Pay advisory vote | 2025 | For 28,284,299; Against 283,090; Abstain 38,756; Broker non-votes 2,818,406 | Strong support signals alignment with investors |
| Say-on-Pay approval (votes cast, %) | 2024 | 98.5% approval | Committee reviewed and maintained program design |
Related Party Transactions & Policies
- Related party framework: Audit Committee reviews and approves related person transactions >$120k; annual review of charitable contributions involving related persons .
- SRS affiliate exposure: The Company provides vehicles/services to Avis Mobility Ventures LLC (AMV), majority-owned by SRS Mobility Ventures (affiliate of CAR’s largest shareholder SRS). 2024: $2 million expense; $3 million receivables; $74 million net investment in vehicle finance leases .
- Insider trading and pledging: Policy prohibits directors from hedging, pledging, short sales, and options in CAR stock; exception carved out for SRS due to Cooperation Agreement, monitored by Audit Committee. No pledging/hedging by Hees is disclosed .
Governance Assessment
- Independence and committee impact: Hees’s non-independence post-executive tenure removes him from key oversight committees, mitigating conflict risk but reducing direct committee contributions (audit/comp/gov). Governance quality preserved by fully independent committees and a Lead Independent Director structure .
- Ownership alignment: Material beneficial ownership (1.5%) plus director RSUs/DSUs indicate skin-in-the-game; he meets/exceeds director ownership guidelines (≥5× cash retainer) .
- Compensation signals: As director, compensation is primarily fixed retainer and time-based RSUs—no performance-linked director pay. Legacy PSUs from executive period tie outcomes to 3-year EBITDA and cost metrics, with 2022–2024 performance earned at 112.5%—consistent with pay-for-performance. No tax gross-ups for director aircraft use; minimal perquisites as director .
- Conflicts: No Hees-specific related party transactions disclosed; SRS-related AMV transactions are monitored and structured; Hees’s past 3G affiliation is historical. The board’s move to modernize governance (removing supermajority) saw mixed outcomes in 2025 voting, but officer exculpation and preferred stock voting allocation passed, reflecting shareholder dialogue .
- Attendance and engagement: Meets attendance expectations; re-elected with strong support—supports investor confidence in his board service continuity .
RED FLAGS
- Not independent for 2025 due to recent executive role; appropriate exclusion from committees mitigates oversight conflicts .
- Legacy PSUs outstanding from executive tenure can create ongoing incentive alignment with EBITDA but are not contemporaneous with director duties; monitor for any discretionary modifications or repricing—none disclosed .
- Significant influence of SRS (49.6% ownership via Sarma/SRS) and related-party AMV transactions increases governance sensitivity; ongoing Audit Committee oversight is noted .
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