Ravi Simhambhatla
AVIS BUDGET GROUPAbout Ravi Simhambhatla
Executive Vice President, Chief Digital & Innovation Officer, age 57, appointed in July 2022; prior roles include Managing Director, Cloud Customer Experience & Transformation Officer at Google Cloud (Apr 2020–Jul 2022) and VP/CTO roles at United Airlines (Jul 2015–Mar 2020), with earlier technical leadership at Aer Lingus, Tesla Motors and Virgin America . Company performance in 2024: revenue ~$11.8B, net loss $1.8B, Adjusted EBITDA $628M, with negative TSR for 2024 but five-year TSR of +181% . The 2024 annual incentive plan (AIP) paid 0% due to Adjusted EBITDA below threshold, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Avis Budget Group (CAR) | EVP, Chief Digital & Innovation Officer | Appointed Jul 2022 | Senior leadership over digital and innovation initiatives |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Google Cloud | Managing Director, Cloud Customer Experience & Transformation Officer | Apr 2020–Jul 2022 | Led cloud customer experience and transformation |
| United Airlines | VP & CTO; previously VP, Commercial Technology | Jul 2015–Mar 2020; CTO from Jun 2019 | Led technology transformation and commercial tech |
| Aer Lingus; Tesla Motors; Virgin America | Various technical leadership roles | Not disclosed | Technology leadership across aviation and automotive tech |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 252,055 | 500,000 | 500,000 |
| Target Bonus % of Salary | — | — | 120% (CDIO AIP target) |
| Target Bonus ($) | — | — | 600,000 (120% of $500,000) |
| Actual AIP Cash Bonus Paid ($) | 421,940 | 478,404 | 0 (below EBITDA threshold) |
| All Other Compensation ($) | 95,642 | 596,312 | 152,958 |
Performance Compensation
| Metric | Weighting | Target | Actual/Status | Payout | Vesting |
|---|---|---|---|---|---|
| 2024 AIP Adjusted EBITDA | 50% | Threshold $1,360M; Target $1,850M; Max $2,400M | Below threshold | 0% of target | N/A |
| 2024 AIP Individual Scorecard | 50% | Quantitative metrics tied to Business Plan; capped at 100% of target; multiplied by EBITDA multiplier 0–150% | No payout when EBITDA below threshold | 0% | N/A |
| 2024 LTIP RSUs | 50% of LTIP mix | N/A | Time-based | N/A | Equal installments on each of first three anniversaries of grant date |
| 2024 LTIP PSUs (3-yr cumulative Adjusted EBITDA) | 50% of LTIP mix | Threshold $4.0B; Target $5.0B; Max $6.0B | In progress (granted 2024) | Straight-line 50%–150% of target units when measured | Vest on 3-year anniversary, subject to performance |
| 2023 PSUs (Adj EBITDA 75%/Variable Cost 25%) | — | N/A | In progress | — | Scheduled vest Mar 9, 2026 |
| 2022 PSUs (Adj EBITDA 75%/Variable Cost 25%) | — | N/A | Achieved 112.5% of target | 112.5% of target units earned | Vest Mar 9, 2025 or Jul 26, 2025 for Ravi’s award |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Feb 19, 2025) | 13,401 shares; <1% of outstanding; 2,083 shares acquirable within 60 days |
| Executive Ownership Guidelines | CDIO required to hold 2x base salary; must retain ≥50% of net shares from vesting until threshold met |
| Compliance Status (Dec 31, 2024) | Each NEO met thresholds except the CDIO (joined July 2022) |
| Hedging/Pledging | Prohibited for directors and executive officers; no margin or pledging of company stock permitted |
| Clawback Policy | Adopted, compliant with Nasdaq/SEC rules; applies to all incentive-based compensation |
Outstanding Equity Awards at FY-End (Dec 31, 2024)
| Grant Date | Award Type | Unvested Units (#) | Market Value ($) | Unearned PSUs (#) | PSUs Market/Payout Value ($) | Vesting Schedule |
|---|---|---|---|---|---|---|
| 3/13/2024 | RSUs | 3,979 | 320,747 (at $80.61) | — | — | Three equal installments on Mar 13, 2025/2026/2027 |
| 3/13/2024 | PSUs | — | — | 1,990 | 160,414 | Vest Mar 13, 2027; 3-yr cumulative Adjusted EBITDA |
| 3/9/2023 | RSUs | 1,515 | 122,124 | — | — | Two equal installments on Mar 9, 2025/2026 |
| 3/9/2023 | PSUs | — | — | 1,136 | 91,573 | Vest Mar 9, 2026; 75% Adj EBITDA/25% variable cost |
| 7/26/2022 | RSUs | 18,325 | 1,477,178 | — | — | 534 on Jul 26, 2025 and 17,791 on Jul 26, 2026 |
| 7/26/2022 | PSUs | — | — | 1,801 | 145,179 | Vest Jul 26, 2025; achieved 112.5% of target |
Vesting Schedules and Insider Transactions
- Scheduled vesting events: RSUs from 2022 vest 534 shares on Jul 26, 2025 and 17,791 on Jul 26, 2026; RSUs from 2023 vest in Mar 2025/2026; RSUs from 2024 vest in Mar 2025/2026/2027; PSUs vest in 2025/2026/2027 per grant terms .
- Form 4 (filed Jul 30, 2024): RSUs converted and tax withholdings executed; 7,871 shares withheld at $104.74; derivative RSUs/DEUs converted to common; post-transaction direct holdings 11,318 shares; codes M and F indicate scheduled vesting and tax withholding, not open-market sales .
- Form 4 (filed Jul 31, 2025): Scheduled vesting with 733 shares withheld at $206.79; net direct holdings increased to 14,273; transactions stem from vesting, not open-market purchases/sales .
Employment Terms
| Scenario (as of Dec 31, 2024) | Severance Cash ($) | Accelerated Vesting ($) | Benefits/Perqs ($) | Total ($) |
|---|---|---|---|---|
| Resignation/Termination for Cause | — | — | — | — |
| Death or Disability | — | 2,569,051 | — | 2,569,051 |
| Termination by Company without Cause | 1,014,164 | 355,591 | 24,725 | 1,394,481 |
| Change of Control + Termination without Cause or Constructive Discharge (Double Trigger) | 1,014,164 | 2,569,051 | 24,725 | 3,607,941 |
- Executive Severance Plan (other NEOs including CDIO): two years base pay; pro rata AIP based on plan-year performance; accelerated vesting for RSUs/PSUs scheduled within one year of termination; one-year company health premium portion; perqs up to 12 months; no excise tax gross-ups; “Cause” includes willful failure to perform, fraud/embezzlement, felony conviction .
- No stock options were granted in 2024 and none were outstanding at FY-end, reducing repricing risk .
Compensation Structure Analysis
- Mix and risk: LTIP continues at 50% RSUs and 50% PSUs, balancing retention with performance linkage to 3-year cumulative Adjusted EBITDA; AIP uses 50% Adjusted EBITDA and 50% individual scorecard metrics tied to the Business Plan .
- Outcomes: 2024 AIP paid 0% due to EBITDA shortfall; 2022 PSUs earned at 112.5% of target given strong performance over the 2022–2024 period, though variable cost component was below threshold .
- Peer benchmarking and governance: Compensation Committee (Chair Karthik Sarma; members Lynn Krominga, Glenn Lurie) engaged Pay Governance LLC (no conflicts); peer group reviewed for comparability; 2024 Say-on-Pay support was 98.5% .
- Perquisites and deferrals: Perquisites include financial planning, auto use/allowance, discounted insurance, limited personal aircraft use; Company generally does not provide tax gross-ups for perqs; Ravi’s “All Other Compensation” included company deferred comp plan contributions ($19,346 in 2024) and perquisites ($133,081 in 2024) .
Multi-Year Compensation Summary (NEO Detail)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 252,055 | 500,000 | 500,000 |
| Stock Awards (RSUs/PSUs grant-date fair value) | 5,449,927 | 900,100 | 900,050 |
| Non-Equity Incentive (AIP) | 421,940 | 478,404 | — (0 paid) |
| All Other Compensation | 95,642 | 596,312 | 152,958 |
| Total | 6,219,564 | 2,474,816 | 1,553,008 |
Equity Ownership & Guidelines
| Item | Value |
|---|---|
| Shares Beneficially Owned | 13,401 |
| Percent of Common Stock Owned | <1% |
| Shares Acquirable Within 60 Days | 2,083 |
| Ownership Guideline Threshold (CDIO) | 2x base salary |
| Mandatory Retention | Retain ≥50% of net shares until threshold met; post-threshold 1-year additional 50% hold on net shares/options |
| Compliance Status (Dec 31, 2024) | CDIO had not yet met threshold |
| Anti-Hedging/Pledging Policy | Hedging, margining, pledging prohibited for executives |
| Clawback | Applies to all incentive-based compensation |
Investment Implications
- Alignment and retention: AIP zero payout for 2024 plus significant unvested RSUs/PSUs and mandatory holding until reaching a 2x-salary guideline create strong retention incentives and alignment; scheduled vesting through 2027 and anti-pledging policy limit near-term selling pressure .
- Performance linkage: PSU structures tied to 3-year cumulative Adjusted EBITDA, with prior-cycle achievement at 112.5% of target, indicate emphasis on multi-year profitability drivers; failure to meet 2024 AIP EBITDA threshold underscores downside sensitivity in cash incentives .
- Severance/change-of-control economics: Executive Severance Plan provides two years of base and limited accelerated vesting (one-year window), with double-trigger CoC protection totaling ~$3.61M as of 12/31/24—material but not excessive relative to CEO terms; no excise tax gross-ups reduce shareholder risk .
- Governance signals: High Say-on-Pay support (98.5%) and clawback policy adoption suggest shareholder-aligned governance; absence of options and no repricing reduces risk of unfavorable equity modifications .