Jean Sera

About Jean Sera

Jean M. Sera, age 55, has served as Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Avis Budget Group (CAR) since March 2020, after serving as Corporate Secretary since 2006 and holding increasing legal responsibilities since joining the Company (formerly Cendant) in 2002; earlier in her career she was an associate at Shearman & Sterling LLP . She is an executive officer of CAR and the Company’s Corporate Secretary of record on shareholder communications and filings . Company performance context during her tenure includes FY2024 revenue of ~$11.8B, Adjusted EBITDA of $628M, a net loss primarily driven by a fleet impairment, and five-year TSR of 181% as disclosed in the 2025 proxy .

Past Roles

External Roles

Fixed Compensation

• Individual base salary, target bonus, and actual bonus for Ms. Sera are not disclosed; she is an executive officer but not a Named Executive Officer (NEO) in the 2025 proxy (NEOs listed: CEO, CFO, CTO, CDIO, CHRO) .

Performance Compensation

Company incentive design (as disclosed for NEOs) is the best proxy for how senior executives are aligned; individual details for Ms. Sera are not itemized.

• Annual Incentive Plan (AIP) structure (2024): 50% weighting on Adjusted EBITDA; 50% “individual scorecard” of mostly quantitative metrics; no payout if Adjusted EBITDA is below threshold (actual FY2024 payout to NEOs: 0% of target) .

• Long-Term Incentive Program (LTIP) 2024 mix and metrics: 50% RSUs (time-based, 3 equal annual vesting) and 50% PSUs (3-year cumulative Adjusted EBITDA; vest at 3 years) .

• Recently completed PSU cycle: 2022 grants (3-year performance period 2022–2024) vested at 112.5% of target in March 2025 (max EBITDA goal attainment offset by below-threshold variable cost metric) .

Equity Ownership & Alignment

• Anti-hedging and anti-pledging: Company policy prohibits directors, executive officers and covered employees from hedging, short-selling, using derivatives on CAR stock, or holding/pledging shares in margin accounts; the Audit Committee monitors any proposed pledges (SRS exception applies per Cooperation Agreement; not applicable to executives) .
• Clawback: CAR adopted a Dodd-Frank/Nasdaq-compliant clawback covering all incentive-based pay for executive officers; also references SOX 304 clawbacks for CEO/CFO and states no indemnification or insurance for repayment under the policy; Ms. Sera is listed as policy contact in the 2023 10‑K .
• Executive stock ownership guidelines (apply to NEOs): CEO 5x salary; CFO/CTO 3x; CDIO/CHRO 2x; hold requirements on net shares until thresholds met; as of 12/31/2024, all NEOs except the CDIO met thresholds; no specific disclosure for Ms. Sera since she is not an NEO .
• Beneficial ownership: The proxy discloses person-level holdings for directors and NEOs plus aggregate executive officers; Ms. Sera’s individual holdings are not listed (not a director/NEO), so her total beneficial ownership and pledged shares (if any) are not disclosed; the policy prohibits pledging by executives .

Employment Terms

Performance & Track Record

• Tenure and succession context: Ms. Sera became GC/CCO/Corporate Secretary in March 2020 and remains an executive officer, with consistent responsibility for legal, compliance, and governance during periods of activism (SRS Cooperation Agreement governance context disclosed) and capital/strategy pivots (fleet rotation/impairment in 2024) .
• Filing stewardship: She is the signatory for numerous Company 8‑Ks and governance documents, reflecting her corporate secretary role in disclosure controls and board/shareholder processes .
• Say-on-Pay support: The Company’s 2024 Say‑on‑Pay passed with 98.5% of votes cast supporting the program, signaling broad shareholder alignment with compensation structure (for NEOs) .
• Incentive outcomes: FY2024 AIP paid 0% due to EBITDA shortfall, demonstrating budget discipline; 2022–2024 PSUs vested at 112.5%, showing multi‑year operating achievement versus targets (NEO plan) .

Compensation Committee/Peer Group Context

• Committee independence and process: Compensation Committee (all independent directors) sets NEO comp, targets, and metrics; uses Pay Governance as independent consultant; emphasizes pay-for-performance and risk controls (downward discretion, clawback, stock ownership/holding) .
• Peer benchmarking: Peer group spans airlines, hotels, auto retail/rental, trucking and travel companies (e.g., Hertz, Alaska Air, Ryder, Choice Hotels); emphasis on market cap and revenue comparability; surveys supplement peer data .

Risk Indicators & Red Flags

• Hedging/pledging prohibited for executives; no excise tax gross‑ups; double‑trigger CIC equity; ownership/holding requirements for NEOs; clawback policies in place—collectively reduce governance risk .
• Related party transactions: SRS affiliates (largest shareholder) have dealings via Avis Mobility Ventures LLC (AMV); Audit Committee oversight disclosed; Company recognized immaterial expense and vehicle lease balances in 2024—an area to monitor for conflicts; governance processes described .
• No legal proceedings or investigations specific to Ms. Sera are disclosed in the cited materials; not otherwise indicated in the proxy excerpts reviewed .

What’s Not Disclosed (Gaps for Ms. Sera)

• Base salary, target/actual AIP payout, equity grant sizes, vesting schedules, beneficial ownership, pledged shares status, option holdings and in‑the‑money value—none are itemized for Ms. Sera as she is not a Named Executive Officer; Company-level policies and designs are disclosed and apply to executive officers broadly .

Investment Implications

• Alignment: Governance features (anti‑hedging/pledging, clawback, holding requirements for NEOs) and zero AIP payout in 2024 indicate a stringent pay-for-performance culture; while Ms. Sera’s individual pay isn’t disclosed, her role is governed by these same risk and compliance frameworks, which reduces misalignment risk at the top of the legal/compliance function .
• Retention and selling pressure: Without Form 4 and ownership data, direct assessment of Ms. Sera’s personal selling pressure is not possible; however, Company equity vests on three‑year cycles and PSUs are performance‑contingent, which generally promotes retention across senior ranks; anti‑pledging also limits leverage‑induced selling risk .
• Change-of-control economics: Double‑trigger acceleration and the Executive Severance Plan framework (for eligible executives) mitigate disruption risk and constrain windfalls; investors should monitor future disclosures to confirm Ms. Sera’s participation terms if any .
• Governance oversight: As Corporate Secretary and GC, Ms. Sera is central to board process integrity (proxy proposals, shareholder communications, SOX/Nasdaq clawback management). This positioning is supportive for disclosure quality and compliance—which matters given CAR’s cyclical fleet and residual value risk profile highlighted in 2024 results .