Andrew Shannahan
HERTZ GLOBAL HOLDINGSAbout Andrew Shannahan
Andrew Shannahan, age 44, has served as an independent director of Hertz Global Holdings (HTZ) since June 2021. He is Head of Research and a Partner at Knighthead Capital Management (since 2008), specializing in event-driven, deep-value investments and financial/operational restructurings; previously he was a senior research analyst at Litespeed Partners (2002–2008) . He chairs Hertz’s Governance Committee and serves on the Compensation Committee; the Board has affirmatively determined he is “independent” under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Knighthead Capital Management | Head of Research; Partner | 2008–present | Member of investment committees for certain Knighthead-managed funds |
| Litespeed Partners | Senior Research Analyst | 2002–2008 | Event-driven research and special situations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ATI Physical Therapy, Inc. (OTCPK: ATIP) | Director | Since 2023 | Nominating & Corporate Governance Committee |
| Knighthead Annuity & Life and affiliates | Director | Since 2024 | Private company governance |
| Birmingham City Football Club Ltd. and affiliates | Director | Since 2023 | Private company governance |
| Shelby Companies Limited | Director | Since 2023 | Private company governance |
| Homer City Generating | Director | Since 2019 | Private company governance |
| CK Amarillo LP (control shareholder of HTZ) | Investment Committee member | Ongoing | Part of investment committee with Certares/Knighthead managers; committee includes Shannahan and other HTZ directors |
Board Governance
- Committee assignments: Governance Committee Chair; Compensation Committee member .
- Committee activity: Governance Committee held 5 meetings in 2024; Compensation Committee held 6 meetings (exec sessions held regularly); Audit Committee held 16 meetings; Board held 14 meetings .
- Independence: Board affirmatively determined Shannahan is independent; HTZ is a “controlled company” but elects not to use Nasdaq governance exemptions (maintains majority independent directors and fully independent standing committees) .
- Attendance: Each director attended at least 75% of aggregate Board and applicable committee meetings in 2024; Board held independent executive sessions at every regularly scheduled meeting .
- Governance leadership: Governance Committee oversight includes board composition/refreshment, corporate responsibility/sustainability oversight, and director education; chair presides over executive sessions .
Fixed Compensation
| Component | Program Terms (2024) | Andrew Shannahan – Actual (2024) |
|---|---|---|
| Annual Board Retainer | $275,000 total ($100,000 cash; $175,000 RSUs) | $1 (directors affiliated with Knighthead or Certares receive $1 in lieu of cash+equity) |
| Committee Chair Fees | Audit Chair: $50,000; Compensation Chair: $25,000; Governance Chair: $15,000 (cash) | $1 in lieu of chair fees due to sponsor affiliation |
| Meeting Fees | None disclosed | None disclosed |
| Perquisites | Free worldwide car rentals during service; extended benefits for directors whose service began prior to 4/1/2023; vehicle purchase program; expense reimbursement | Reported “All Other Compensation” for Shannahan: “—” |
Performance Compensation
| Element | Structure | Metrics | Andrew Shannahan – Actual (2024) |
|---|---|---|---|
| Annual equity (director RSUs) | RSUs granted following annual meeting; vest on earlier of business day before next annual meeting or director’s departure; deferral/phantom RSU alternatives available | None (time-based RSUs; no performance metrics) | $0 stock awards; no unvested RSUs outstanding as of 12/31/2024 |
| Performance-based equity | Not part of director program | N/A | N/A |
Other Directorships & Interlocks
- Public company: Director at ATI Physical Therapy, Inc. (OTCPK: ATIP), serving on Nominating & Corporate Governance Committee .
- HTZ sponsor affiliation: Member of CK Amarillo investment committee (with other Knighthead/Certares managers and HTZ directors); CK Amarillo beneficially owned ~58.9% of HTZ shares as of 3/24/2025 .
- Compensation Committee interlocks: None; HTZ discloses no executive interlocks on other companies’ boards/compensation committees during 2024 .
Expertise & Qualifications
- Finance and capital markets expertise in complex, event-driven situations and restructurings through Knighthead/Litespeed roles .
- Governance experience across public and private boards; serves as HTZ Governance Committee Chair with oversight of board composition, corporate governance documents, sustainability strategy, and director education .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (HTZ common) | 0 shares; ownership percentage “*” (less than 1%) as of 3/24/2025 |
| Unvested RSUs outstanding | 0 |
| Vested deferred awards (phantom shares) | 0 |
| Options/warrants | None disclosed for Shannahan |
| Shares pledged/hedged | Company policy prohibits director hedging and pledging of HTZ stock |
| Stock ownership guidelines | Directors affiliated with Knighthead or Certares are excluded from the 5× cash retainer stock ownership requirement |
| Compliance status | Exempt due to sponsor affiliation |
Governance Assessment
- Strengths: Independent status affirmed despite sponsor affiliation; chairs Governance Committee with active oversight; consistent committee/board executive sessions; HTZ elects not to use “controlled company” exemptions, maintaining independent structures .
- Alignment: Sponsor-affiliated directors (including Shannahan) receive $1 in lieu of standard cash/equity retainer, resulting in no direct RSU grants; while this avoids standard director pay, alignment may be indirect via CK Amarillo’s controlling stake overseen by an investment committee that includes Shannahan .
- Conflicts/related-party exposure: HTZ discloses ordinary-course agreements with entities connected to Sponsors (Wheels Up via CK Wheels LLC; Amex GBT; Internova); Audit Committee reviews and approved these under the Related Person Transaction Policy, noting none involve organizations where any independent director serves as officer, partner, or controlling stockholder; nonetheless, Sponsor ties warrant monitoring for perceived conflicts .
- Control and mitigants: CK Amarillo’s ~59% beneficial ownership and a Voting Agreement require “excess voting securities” above 45% voting power to be voted proportionally with other stockholders, partially mitigating control risks .
- Attendance/engagement: Board and committees met frequently in 2024 (Board: 14; Audit: 16; Compensation: 6; Governance: 5) with ≥75% attendance by all directors, supporting active oversight .
RED FLAGS
- Sponsor affiliation and control: CK Amarillo’s majority ownership and Sponsor-connected commercial relationships present perceived conflict risks; continued vigilance is warranted even with RPT policy oversight and voting mitigants .
- Limited direct “skin-in-the-game”: Shannahan’s reported beneficial ownership is zero and he does not receive standard director equity, which may limit direct personal equity alignment relative to non-affiliated directors .
Notes
- Director compensation peer group: HTZ targets market median relative to the same peer group used for executive compensation, with FW Cook as independent consultant .
- Policies: Robust clawback; prohibition on director/NEO hedging and pledging; regular risk review of compensation programs by the Compensation Committee .
- Say-on-pay: HTZ conducts annual advisory votes; Compensation Committee oversight and report signed by Chair Colin Farmer and Andrew Shannahan .