Lynn Krominga
AVIS BUDGET GROUPAbout Lynn Krominga
Lynn Krominga, age 74, has served on the Avis Budget Group (CAR) Board since October 2006 and has been the Lead Independent Director since February 2024. She is an attorney and former senior executive, with prior legal and operating roles at Revlon and Coleman, and is designated an audit committee financial expert; the Board has affirmatively determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sunrise Senior Living, Inc. (public) | Director; Chairman of the Board; Lead Director | 2007–2013; Chairman Mar–Nov 2008; Lead Director Nov 2008–Jan 2013 | Chair, Compensation Committee (2008–2011); member, Audit, Compensation, Governance (2007–2013) |
| Revlon | President, Worldwide Licensing Division; General Counsel; International Counsel | Not disclosed | Senior legal/executive leadership across global operations |
| Coleman | President, Worldwide Licensing Division | Not disclosed | Executive leadership |
| American Express | Senior Counsel | Not disclosed | Legal leadership |
| Cleary, Gottlieb, Steen & Hamilton | Associate | Not disclosed | Legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AHAVA Dead Sea Laboratories, Ltd. | Director; Audit Committee Member | Not disclosed | Global cosmeceuticals business |
| Apax Partners (London) | Advisor | Not disclosed | M&A acquisitions in Israel and U.S. |
| StructuredWeb, Inc. | Director | Not disclosed | Technology platform |
| Makeover Studios, Inc. | Board of Advisors | Not disclosed | Personal care/tech |
| Electric Fuel, Inc. | General Manager – North America | Not disclosed | Early-stage fuel cell technology |
| Fashion Wire Daily, Inc. | Chief Executive Officer | Not disclosed | Media/tech |
| Various start-up/advisory boards | Consultant to PE/VC/hedge/angel investors | Since 1999 | Operating and board roles |
Board Governance
- Current roles: Lead Independent Director; Corporate Governance Committee Chair; member of Audit and Compensation Committees .
- Independence: Affirmatively determined independent (Nasdaq) .
- Audit financial expertise: Qualifies as “audit committee financial expert” and meets Nasdaq financial sophistication .
- Attendance: Board held 7 meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings .
- Committee activity (2024): Audit (4 mtgs), Compensation (4), Corporate Governance (3) .
- Lead Independent Director responsibilities: Liaison to independent directors; approves information, agendas, schedules; authority to call independent director meetings; available to consult with major shareholders .
Fixed Compensation
- Structure (non-employee directors, 2024): Annual director retainer $250,000; additional retainers: Lead Independent Director $30,000; Audit Chair $35,000; Audit Member $15,000; Compensation Chair $30,000; Compensation Member $15,000; Corporate Governance Chair $30,000; Corporate Governance Member $12,000. Paid 50% in cash and 50% RSUs (vesting at one year, capped at 30,000 units) .
- Deferred compensation: Directors may defer fees or elect increased RSUs under the NED Plan; RSUs can be automatically deferred to convert to common stock upon termination or as elected .
| Director | Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Lynn Krominga | 2024 | 168,443 | 168,474 | 5,000 | 341,917 |
| Lynn Krominga | 2022 | 155,000 | 155,048 | 5,000 | 315,048 |
Performance Compensation
Directors do not receive performance-based awards; equity consists of time-based RSUs that vest on the one-year anniversary of grant with optional deferral under the NED Plan. No option grants were made to directors in 2024 .
| Component | Metric/Terms | 2024 Detail |
|---|---|---|
| RSU grant | Time-based vesting | RSUs vest at one year; grant-date fair value for Krominga $168,474; settlement may be deferred per NED Plan |
| Options/PSUs | None | No stock options granted to directors in 2024; director equity is RSUs only |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company directorships | Not disclosed beyond CAR (no other current public boards indicated) |
| Prior public boards | Sunrise Senior Living, Inc. (2007–2013); Chair of Compensation Committee; Chairman and later Lead Director |
| Committee interlocks | Compensation Committee comprised of independent directors: Karthik Sarma (Chair), Lynn Krominga, Glenn Lurie; disclosure notes potential related person transactions involve SRS (largest shareholder) via Mr. Sarma’s capacity (indirect interest) |
| Related party exposure (board-level) | SRS Mobility Ventures LLC (affiliate of largest shareholder SRS) owns majority of AMV; CAR provides vehicles/services; 2024 recognized $2M expense, $3M receivables, $74M net investment in vehicle finance leases |
Expertise & Qualifications
- Significant legal, governance, licensing, technology and regulatory expertise; international experience; executive management and financial expertise; public company board experience .
- Designated audit committee financial expert .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | Shares Acquirable within 60 Days | Notes |
|---|---|---|---|---|
| Lynn Krominga | 18,819 | <1% (based on 35,111,845 shares outstanding) | 17,414 | Includes RSUs that may be settled within 60 days |
| Outstanding director stock awards | 29,809 units (unvested RSUs and deferred units) | N/A | N/A | As of FY-end 2024 for Krominga |
- Stock ownership guidelines: Non-employee directors must hold at least 5x annual cash retainer; must retain 50% of net shares until threshold met. As of Dec 31, 2024, all current directors subject to guidelines exceeded thresholds (except Ms. Hariharan); thus Krominga exceeds thresholds .
- Anti-hedging/pledging: Directors prohibited from hedging, pledging, short sales, and options; trading restricted to open windows with pre-clearance .
Shareholder Voting Support
| Year | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| 2025 | Election of Lynn Krominga | 27,755,731 | 834,721 | 15,693 | 2,818,406 |
| 2024 | Election of Lynn Krominga | 27,696,326 | 679,556 | 112,551 | 2,694,797 |
| 2025 | Say-on-Pay (Advisory) | 28,284,299 | 283,090 | 38,756 | 2,818,406 |
| 2024 | Say-on-Pay (Advisory) | 28,073,883 | 292,654 | 121,896 | 2,694,797 |
Governance Assessment
- Strengths: Long-tenured independent director with deep legal and governance expertise; serves as Lead Independent Director and chairs Corporate Governance Committee; audit committee financial expert designation supports oversight of financial reporting and risk; attendance thresholds met in 2024; committee structure fully independent .
- Alignment: Director compensation split 50/50 cash and RSUs; robust stock ownership guidelines with confirmed compliance; anti-hedging/pledging policy enhances alignment .
- Shareholder signals: Strong “For” votes for Krominga’s election and say-on-pay in 2024–2025 suggest investor support; however, certain charter modernization proposals (removing supermajority vote requirements and revising approval requirements) did not receive required supermajority in 2025, reflecting structural constraints rather than board opposition .
- Potential RED FLAGS and monitoring items:
- Ownership concentration: SRS beneficially owns ~49.6% of common stock; board disclosures note related-party dealings via AMV; while reviewed under related person policy and audited by the Audit Committee, the concentration warrants ongoing vigilance on independence and transactions oversight .
- Tenure: Service since 2006 may prompt external scrutiny of “long tenure” impacts on independence; Board explicitly affirms independence under Nasdaq rules .
- Structural governance: Failure of supermajority-removal proposals (Nos. 4, 5, 7) indicates legacy provisions remain; continued board efforts toward modernization are noted in 2025 proxy .