Jagdeep Pahwa
AVIS BUDGET GROUPAbout Jagdeep Pahwa
Executive Chairman of the Board at Avis Budget Group (CAR). Age 51; director since April 2018, Vice Chairman since February 2020, Chairman since May 2024, and appointed Executive Chairman effective March 1, 2025. Background: President of SRS Investment Management since 2017; previously led SRS’s private equity business (since 2006); prior roles at McKinsey & Company and Lehman Brothers. Education: B.Tech (IIT Delhi), M.S. (Princeton), MBA (Harvard Business School). Company context: 2024 revenue ≈ $11.8B, net loss $1.8B, Adjusted EBITDA $628M; five-year TSR +181%. Pahwa is not independent (Executive Chairman; family tie to Deloitte affiliate).
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| McKinsey & Company | Consultant (U.S. and India); led client engagements in telecom, technology, real estate | n/d | Strategy and growth advisory across TMT and real estate sectors |
| Lehman Brothers | Mergers & Acquisitions group (New York) | n/d | M&A execution and transaction experience |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SRS Investment Management, LLC | President | 2017–present | Leads firm and its private equity business; CAR’s largest shareholder affiliate |
| SRS Investment Management (Private Equity) | Head of PE business | Since 2006 | Oversight of private investments; relevant to operational/value creation lens |
Board Service and Governance
- Board tenure and leadership: Director since 2018; Chairman since May 2024; Executive Chairman since March 1, 2025. Lead Independent Director: Lynn Krominga. All Audit, Compensation, and Corporate Governance committee members are independent; Pahwa is not independent.
- Committee roles: None (not listed on Audit, Compensation, or Corporate Governance). 2024 committee meeting counts: Audit 4; Compensation 4; Corporate Governance 3. Board met 7 times in 2024; all directors ≥75% attendance.
- Dual-role implications: Separation of CEO and Chair roles maintained; Executive Chair plus Lead Independent Director structure in place. Board cites this as best aligned with current strategy.
Fixed Compensation
2024 Director compensation (non-employee directors): Annual retainer $250,000 split 50% cash/50% RSUs; additional retainers for leadership and committee roles. Pahwa waived director compensation for 2024.
| Director | 2024 Fees Earned (Cash) | 2024 Stock Awards | All Other | Total |
|---|---|---|---|---|
| Jagdeep Pahwa | — | — | — | — |
Notes: For 2024, non-employee director retainers and equity vest on one-year schedule, up to 30,000 units cap; settlement deferral available. Pahwa’s waiver means no 2024 director cash or equity was granted/paid.
Performance Compensation
No Pahwa-specific 2024 or 2025 Executive Chairman pay terms disclosed in the proxy or 8-Ks reviewed. He became Executive Chairman in March 2025; compensation details were not included in those filings.
Company incentive design (for NEOs; indicative of pay-for-performance under Board oversight):
- 2024 AIP (annual cash): 50% Adjusted EBITDA; 50% individual “scorecard” metrics (quantitative, capped at 100%, multiplied by EBITDA modifier). Result: 0% payout as EBITDA threshold not met.
- 2024 LTIP: 50% PSUs and 50% RSUs. PSU metric = three-year cumulative Adjusted EBITDA with 50–150% payout slope; RSUs vest ratably over 3 years. 2022 PSU cohort earned at 112.5% (vested March 2025).
| 2024 AIP Metric | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Adjusted EBITDA (global) | 50% | $1,360M | $1,850M | $2,400M |
| 2024 LTIP PSU Metric | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|
| 3-year cumulative Adjusted EBITDA | $4.0B | $5.0B | $6.0B | Cliff at 3 years (subject to goal attainment) |
| Prior PSU (granted 2022) | Performance period | Metric mix | Earned % | Vest date |
|---|---|---|---|---|
| 2022 PSUs (NEOs) | 2022–2024 | Adj. EBITDA (75%) + Variable Cost (25%) | 112.5% | March 2025 |
Equity Ownership & Alignment
| Holder | Beneficial ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Jagdeep Pahwa | 0 | <1% | Pahwa personally held no CAR shares reported; SRS policy did not allow him to directly own CAR shares in 2024; not subject to director stock ownership guidelines in 2024. |
| SRS Investment Management, LLC (and affiliates) | 17,430,882 | 49.6% | Additional 2,862,283 notional shares via cash-settled swaps (no voting/dispositive power; disclaimed). Voting commitment: for holdings >35% of outstanding, SRS votes pro rata with other shareholders under Cooperation Agreement. |
- Anti-hedging/pledging: Company policy prohibits pledging, margin, hedging and derivatives for directors/officers; however, under the Cooperation Agreement, SRS and affiliates are exempt from the company’s pledging/derivative restrictions (must comply with law and the agreement). Audit Committee monitors any proposed pledges in CAR stock, including by SRS, and discusses related risks.
Employment Terms
| Term | Detail |
|---|---|
| Current role | Executive Chairman (effective Mar 1, 2025); Chairman since May 2024; Vice Chairman since Feb 2020; Director since Apr 2018. |
| Independence | Not independent (Executive Chairman; family relationship with partner at Deloitte Haskins & Sells LLP, affiliate of CAR’s auditor). |
| Contract/severance/CoC | Not disclosed in 2025 proxy or 8-Ks reviewed for Pahwa specifically. NEO severance/CoC terms summarized elsewhere do not list Pahwa. |
Performance & Track Record
| Metric | FY 2024 |
|---|---|
| Revenue | ~$11.8B |
| Net income (loss) | $(1.8)B |
| Adjusted EBITDA | $628M |
| Five-year TSR | +181% (through YE 2024) |
Additional context: Q4’24–FY’24 8-K reiterated revenue ~$11.8B, net loss ~$1.8B, Adj. EBITDA $628M; fleet rotation strategy change drove ~$2.3B non-cash impairment. Liquidity ~$1.1B plus $2.8B fleet funding capacity at year-end.
Related Party Transactions (SRS/AMV)
| Counterparty | 2024 P&L impact | 12/31/2024 balances |
|---|---|---|
| Avis Mobility Ventures LLC (AMV), majority-owned by SRS Mobility Ventures (affiliate of SRS) | $2M expense (within other income/expense, net) | Receivables $3M; Net investment in vehicle finance leases $74M |
| Nature | CAR provides vehicles and fleet/admin services to AMV | Minority interest ownership by CAR; services ongoing |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 98.5% of votes cast supported NEO compensation program.
Compensation Committee & Peer Group
- Committee: Independent; chaired by Karthik Sarma; members Glenn Lurie and Lynn Krominga. Engaged Pay Governance LLC as independent consultant; no conflicts identified.
- Peer group used for 2024 decisions includes airlines, hotels, auto retail, trucking, cruise lines, and direct competitor Hertz, among others (e.g., Alaska Air, American Airlines, AutoNation, Choice Hotels, Group 1 Automotive, Hertz, Hyatt, InterContinental Hotels, JB Hunt, JetBlue, KAR, Norwegian, Rent-A-Center, Ryder, Schneider, Travel + Leisure, United).
Director Compensation (Board Service)
- 2024 non-employee director structure: $250,000 annual retainer (50% cash/50% RSUs), with additional retainers: Lead Independent Director $30k; Audit Chair $35k (members $15k); Compensation Chair $30k (members $15k); Corporate Governance Chair $30k (members $12k). RSUs vest in one year; deferral available.
- Stock ownership guidelines for directors: hold 5x annual cash retainer; retain ≥50% of net shares until threshold met. Pahwa not subject in 2024 due to SRS policy restricting direct ownership.
Governance Modernization (2025 Proposals)
- Board proposed removing supermajority provisions, revising by-law vote requirements, adjusting director removal votes, revising approval requirements for certain business combinations, allocating preferred-only voting on preferred-only charter amendments, and adding officer exculpation per Delaware law.
Risk Indicators & Red Flags
- Independence/dual-role: Executive Chairman (non-independent) with significant influence by SRS, CAR’s ~49.6% holder—potential control/related-party risk; mitigants include fully independent key committees and a Lead Independent Director.
- Related party exposures: Ongoing AMV transactions and financing exposure.
- Pledging/derivative exception: SRS exempt from company anti-pledging policy; Audit Committee oversight in place.
Vesting, Insider Selling Pressure, and Ownership Guidelines
- Pahwa: No CAR shares reported; no director equity grants in 2024 due to waiver—implies limited near-term selling pressure from vesting.
- Company-wide equity: RSUs (time-based, 3-year ratable) and PSUs (3-year cliff tied to cumulative Adjusted EBITDA) drive NEO alignment; 2022 PSUs paid at 112.5% in March 2025.
Employment & Transitions Around Pahwa
- CEO transition (announced Feb 2025): Joe Ferraro to Board Advisor June 30, 2025; Brian Choi (former CFO, then CTO) to become CEO July 1, 2025; Pahwa named Executive Chairman.
- CFO transition (announced June 2025): Izzy Martins stepping down June 30, 2025; Daniel Cunha named CFO effective July 1, 2025 (comp terms disclosed in offer letter).
Investment Implications
- Alignment: Pahwa personally holds no CAR shares (2024), but SRS controls ~49.6%—strong economic stake at shareholder level, yet personal ownership guideline exemption and SRS pledging/derivative carveout create governance/overhang risk to monitor; independent committees and a Lead Independent Director partially mitigate.
- Incentive quality: Company program is tightly tied to Adjusted EBITDA and scorecard metrics; 2024 zero AIP payout signals discipline; 3-year PSU design provides multi-year alignment—favorable for long-term value creation.
- Retention and succession: Executive transitions (CEO, CFO) under an Executive Chair with deep investor/operator experience and SRS links could accelerate transformation but heighten key-man/continuity risk near term.
- Trading signals: No Pahwa-related director grants or ownership in 2024 implies minimal insider selling pressure from his account; monitor SRS block dynamics and any pledging disclosures given the exemption.
- Related-party exposure: AMV transactions are modest but rising fleet lease investment merits continued oversight for pricing and counterparty risk.