Colin Farmer

About Colin Farmer

Colin Farmer (age 51) is Chair of the Board at Hertz Global Holdings (HTZ), serving as a director since June 2021; he was Lead Director from August 2022 to April 2024 and became independent Board Chair in April 2024 . He is Senior Managing Director and Head of the Management Committee at Certares Management, with prior private equity roles at One Equity Partners and Harvest Partners, and began his career as an analyst at Robertson Stephens & Co. . The Board has affirmatively determined Farmer is “independent” under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Roles: Chair of the Board; Chair of Compensation Committee; Member, Governance Committee .
• Independence: Board determined Farmer is independent under Nasdaq rules; HTZ is a “controlled company” (CK Amarillo ~59% ownership) but the Board does not rely on controlled‑company exemptions and maintains fully independent standing committees .
• Structure: Board separated Chair/CEO roles in April 2024, appointing Farmer as independent Chair; regular executive sessions at every scheduled meeting .
• Attendance: Board held 14 meetings in 2024; all directors met at least 75% attendance; all then‑serving directors attended the 2024 annual meeting .
• Committee cadence: 2024 meetings — Audit: 16; Compensation: 6; Governance: 5 .

Fixed Compensation (Director)

Program reference (non‑affiliated directors): $275,000 annual retainer ($100,000 cash + $175,000 RSUs); Chair fees: Audit $50k, Compensation $25k, Governance $15k; RSUs vest at next annual meeting; elections to defer cash/equity available .

Performance Compensation (Director)

Other Directorships & Interlocks

• Controlled company context: CK Amarillo (~59% ownership as of Mar 24, 2025) sponsored by funds affiliated with Knighthead and Certares (Farmer’s firm) .
• Related‑party exposures approved under RPT policy and overseen by Audit Committee:
  • Amex GBT agreements (partially owned by Certares; O’Hara is Chair): 2024 gross revenue ~$157.3m .
  • Internova referral agreement (partially owned by Certares; Internova CEO is O’Hara’s brother; Farmer serves on Internova’s board): 2024 gross revenue ~$12.3m .
  • Wheels Up FBO concession (CK Opportunities co‑managed by Certares and Knighthead; certain executives from both on Wheels Up board): 2024 gross revenue ~$2.2m .
• Compensation Committee interlocks: None; Comp Committee comprised of independent directors Farmer (Chair) and Shannahan; no insider participation; no reciprocal interlocks in 2024 .

Expertise & Qualifications

• Capital markets and private equity investing across travel, tourism, hospitality; governance experience across multiple boards .
• Chairs Compensation Committee (CEO pay, succession, stock ownership guideline oversight) and serves on Governance Committee (board composition, ESG oversight) .

Equity Ownership

Hedging/pledging: Company policy prohibits directors from hedging or pledging company stock; insider trading policy applies to directors .

Governance Assessment

• Board leadership and independence: Separation of Chair/CEO with Farmer as independent Chair enhances oversight; Board and all committees are independent despite controlled status — supportive for governance quality .
• Compensation Committee leadership: Farmer as Comp Chair oversaw CEO pay design, succession, stock ownership guidelines, and clawback policies — indicates active pay governance .
• Attendance/engagement: Board met 14 times in 2024; all directors ≥75% attendance; regular executive sessions — acceptable engagement levels .
• Ownership alignment: Farmer reports zero beneficial ownership; however, as a Certares‑affiliated director he is excluded from director stock ownership guidelines. Alignment relies on sponsor interests rather than personal shareholding — mixed signal for “skin‑in‑the‑game” .
• Related‑party risk: Multiple ordinary‑course agreements with Certares‑associated companies (Amex GBT ~$157.3m, Internova ~$12.3m; Wheels Up ~$2.2m). Audit Committee approved under RPT policy; nonetheless, perceived conflicts warrant ongoing scrutiny, particularly given Farmer’s Internova board seat and Certares affiliation .
• Controlled company mitigation: New Voting Agreement requires CK Amarillo to vote above 45% of total voting power proportionally with other shareholders, partially addressing control concerns — positive governance step .

RED FLAGS to monitor

• Significant related‑party revenues with Certares‑linked entities, including one where Farmer serves on the board (Internova) — monitor independence safeguards and competitive terms .
• Zero personal beneficial ownership while exempt from director ownership guidelines — potential alignment concern if sponsor priorities diverge from minority shareholders .
• Controlled shareholder (~59%) continues; though proportional voting on excess shares helps, concentrated influence persists .

Supportive signals

• Independent Board Chair; no use of Nasdaq controlled‑company exemptions; fully independent committees .
• Regular executive sessions and strong committee cadence; Compensation and Governance Committee mandates and practices clearly defined .