Cathleen DeGenova

About Cathleen DeGenova

Cathleen DeGenova is Senior Vice President and Chief Accounting Officer (CAO) of Avis Budget Group (CAR). She was appointed SVP & CAO in August 2024, after serving as Vice President & CAO from August 2019 to August 2024, and previously led External Reporting and Technical Accounting; she is a Certified Public Accountant, age 63 . As principal accounting officer, she frequently signs current reports, including Q1–Q3 2025 and prior earnings/8-K filings on behalf of the company . Company performance context during her recent tenure: 2024 revenue was approximately $11.8 billion with an Adjusted EBITDA of $628 million, alongside a five-year TSR of 181%; Q2 2025 results were revenues $3.0 billion, net income $5 million, and Adjusted EBITDA $277 million .

Past Roles

External Roles

Fixed Compensation

Not disclosed in the proxy because DeGenova is not a named executive officer (NEO); CAR’s 2025 proxy provides detailed fixed compensation for NEOs only .

Performance Compensation

Not disclosed for DeGenova individually. Company incentive design (applies to NEOs and reflects broader leadership incentives):

• Annual Incentive Plan (AIP): 50% weight on Adjusted EBITDA with threshold/target/maximum goals; 50% individual scorecard metrics capped at 100%, multiplied by an EBITDA achievement factor; 2024 AIP paid 0% due to EBITDA below threshold .
• Long-Term Incentive Program (LTIP): 50% PSUs and 50% RSUs; PSUs based on three-year cumulative Adjusted EBITDA with Threshold/Target/Maximum at $4.0B/$5.0B/$6.0B; RSUs vest in three annual tranches; 2022 PSU cohort earned at 112.5% based on performance .

Equity Ownership & Alignment

• Executive anti-hedging and anti-pledging policy: Covered persons (directors, executive officers and certain employees) are prohibited from hedging, short sales, options, margin accounts, or pledging company stock; Audit Committee monitors any proposed pledges, including those by SRS .
• Executive stock ownership guidelines are set for NEOs (multiples of salary; mandatory holding of net shares until thresholds met); guidelines are disclosed for NEOs explicitly, not for the CAO if not designated an NEO .

Insider transactions (Form 4 filings):

• SEC shows multiple Form 4 filings for DeGenova, including March 11, 2025; filings indicate ongoing equity activity typical for senior officers .
• Aggregated insider summary indicates historical acquisitions and dispositions; e.g., transactions reported across 2019–2024 including grants and sales; use SEC filings for definitive details .

Employment Terms

• As CAO, DeGenova is subject to CAR’s codes of conduct and insider trading policy, including pre-clearance, trading window restrictions, and prohibitions on hedging/pledging .
• Change-in-control equity provisions are double-trigger at the plan level: awards accelerate only upon a CIC plus termination without cause or constructive discharge within two years; constructive discharge includes material pay reduction, adverse role change, or relocation >30 miles .
• Executive severance plan terms and specific multiples are disclosed for NEOs; individual severance arrangements for the CAO are not disclosed in the proxy .

Performance & Track Record

• 2024 results reflected a strategic fleet rotation and significant non-cash impairments, with revenue ~$11.8B, net loss $1.8B, and Adjusted EBITDA $628M; five-year TSR remained +181% .
• Q2 2025 operational rebound: revenues $3.0B, net income $5M, Adjusted EBITDA $277M, with improved Americas and International EBITDA driven by lower fleet costs and better utilization .
• As principal accounting officer, DeGenova regularly executes 8-Ks and results filings, indicating responsibility over disclosure controls and timely reporting .

Board Governance

Not applicable; DeGenova is an executive officer, not a director. Governance context: independent Compensation, Audit, and Corporate Governance committees oversee pay, controls, and nominations .

Say-on-Pay & Shareholder Feedback

• 2024 Say-on-Pay support was 98.5%; the Compensation Committee concluded the program enjoys shareholder support .

Company Performance Context (for alignment analysis)

Investment Implications

• Compensation alignment and risk: While DeGenova’s individual pay isn’t disclosed, company-wide incentives are tightly tied to Adjusted EBITDA and operational KPIs with clawbacks and anti-hedging/pledging; this reduces misalignment risk and encourages sustainable execution .
• Insider selling pressure: Form 4 activity suggests ongoing equity vesting and occasional dispositions typical of senior officers; monitor Form 4s around quarterly vest dates, but scale appears modest relative to float; rely on SEC filings for precise amounts .
• Retention and severance economics: Specific CAO employment terms aren’t disclosed; however, company equity awards are double-trigger on CIC and executives face strict trading controls, which together mitigate abrupt departures affecting reporting integrity .
• Execution risk and controls: As principal accounting officer consistently signing 8-Ks, DeGenova’s role is central to disclosure controls; continued improvement in EBITDA in 2025 vs 2024 impairment backdrop highlights the importance of disciplined accounting and fleet policy changes in investor sentiment .