Francis S. Blake

About Francis S. Blake

Francis S. Blake (age 75) is an independent director of Hertz Global Holdings, Inc., appointed in August 2024 as part of a new-director search led by a third-party firm. He is the former Chair and CEO of The Home Depot (CEO 2007–2014; Chair 2014–2015) and served as Non-Executive Chair of Delta Air Lines (2016–2023). Prior senior roles include Deputy Secretary of the U.S. Department of Energy, General Counsel at the U.S. EPA, and executive/legal positions at General Electric; he also clerked for Justice John Paul Stevens on the U.S. Supreme Court. Education credentials are not disclosed in the proxy. His current public board service includes UNIFI, Inc. (Nasdaq: UFI) since September 2022, with prior service at Macy’s, Delta, Procter & Gamble, and The Southern Company, and he serves on the Georgia Aquarium board .

Past Roles

External Roles

Board Governance

• Independence: The Board affirmed Blake’s independence under Nasdaq rules; Audit and Compensation committees meet heightened independence standards (he is not on those committees) .
• Committee assignments: As of the proxy, Blake is not a member of the Audit, Compensation, or Governance Committees; committee composition table shows no assignment under his row .
• Attendance: The Board held 14 meetings in 2024; all directors serving during 2024 attended at least 75% of Board and applicable committee meetings; all then‑serving directors attended the 2024 annual meeting .
• Board leadership and refresh: Independent Chair (Colin Farmer) and separation of Chair/CEO roles; average director tenure slightly >3 years, average age 59; retirement age policy ~76 (waivable) .
• Controlled company, but no exemptions used: Despite qualifying as a “controlled company” under Nasdaq (due to CK Amarillo’s stake), the Board elects not to use governance exemptions; features include independent standing committees, executive sessions, evaluations, and stockholder rights to call special meetings .
• Shareholder safeguards: A March 24, 2025 voting agreement requires CK Amarillo to vote any ownership above 45% proportionally with other stockholders, mitigating control concentration risk .

Fixed Compensation

Director compensation program and Blake’s actual 2024 amounts:

• Blake elected to receive 50% of fees in phantom shares; 4,858 phantom shares issued for 2024 .
• RSU vesting: 2024 RSUs vest in full on the business day prior to the 2025 annual meeting or upon Board departure (except removal for cause) .

Performance Compensation

Director equity grants and vesting structure (no performance metrics disclosed for directors):

Program features for alignment and risk:

• Director stock ownership guidelines: 5x one year’s cash retainer; counts shares owned and 50% value of phantom shares/time‑based RSUs; 5‑year compliance window; sale restrictions until compliance .
• Clawback and forfeiture: Plan and clawback policies apply to equity grants; awards subject to forfeiture for misconduct/restrictions breaches .
• Hedging/pledging prohibited for directors .

Other Directorships & Interlocks

• Current public company board: UNIFI, Inc. (UFI) since Sept 2022 .
• Prior public boards: Macy’s (2015–2024), Delta (2014–2023; Non‑Exec Chair 2016–2023), Procter & Gamble (2015–2021), The Southern Company (2004–2009) .
• Non‑profit: Georgia Aquarium .
• Related‑party transaction (RPT) context: The Audit Committee administers a robust RPT policy; disclosed transactions involve GT Racing (owned by director Thomas Wagner), Amex GBT (Certares‑affiliated; O’Hara Chair), Internova (Certares‑affiliated; Farmer on board; CEO is O’Hara’s brother), and Wheels Up (CK Wheels with Certares/Knighthead). None involve organizations where any independent director serves as an officer, partner, or controlling stockholder .

Expertise & Qualifications

• Extensive financial, operational, and leadership experience as Chair/CEO of a global retailer (Home Depot) .
• Travel/transport expertise via Delta Chair role; governance depth across multiple public boards .
• High‑level regulatory and policy experience (DOE Deputy Secretary; EPA General Counsel; Supreme Court clerkship; Deputy Counsel to VP) .

Equity Ownership

Unvested vs. vested deferred awards:

• Unvested RSUs outstanding: 42,889 .
• Vested deferred awards (phantom shares): 4,858 as of 12/31/2024; updated total phantom shares noted in footnote (includes Mar 31, 2025 issuance) .

Governance Assessment

• Strengths: Independence affirmed; deep operational and governance credentials; alignment via RSUs/phantom shares and 5x retainer ownership guideline; robust clawback and anti‑hedging policies; Board separation of Chair/CEO and regular executive sessions .
• Committee engagement: No committee assignment yet; potential to add Audit/Governance value given leadership and regulatory background .
• Attendance and engagement: Board/committee cadence and attendance were strong in 2024; Blake joined late in the year .
• Controlled company risk mitigants: Despite CK Amarillo’s ~58.9% ownership, Board elects not to use Nasdaq controlled company exemptions; Voting Agreement proportionally votes Excess Voting Securities (>45%), reducing dominance risk over minority holders .
• Related‑party exposure: RPTs concentrated around sponsor‑affiliated entities (GT Racing, Amex GBT, Internova, Wheels Up); Audit Committee oversight and independent director non‑involvement in those entities’ officer/partner roles reduce conflict risk for Blake .
• Shareholder sentiment: Say‑on‑pay approval ~97% at 2024 annual meeting, signaling support for pay design and governance practices .

Fixed Compensation (Director Program Overview)

Performance Compensation (Director Equity Mechanics)

Other Data Points (Compensation Committee & Benchmarking)

• Compensation consultant FW Cook retained; independence assessed; provides market data and peer benchmarking; committee met 6 times in 2024 .
• Peer group used for executive/director compensation benchmarking includes rental, auto retail, airlines, hotels, and related firms (e.g., Avis Budget, CarMax, Southwest, Hilton, Ryder, Travel + Leisure); HTZ sat at ~36th percentile in revenue and ~60th percentile in market cap vs peers when set .

RED FLAGS and Monitoring Items

• Concentrated sponsor ownership (CK Amarillo ~58.9%) warrants ongoing monitoring; Voting Agreement mitigant in place .
• Multiple RPTs with sponsor‑affiliated entities (GT Racing, Amex GBT, Internova, Wheels Up); continued Audit Committee oversight is critical; disclosure asserts no independent director officer/partner involvement in these entities .
• Director perquisites (car rentals) are modest; Blake had no 2024 perquisite value reported; anti‑hedging/pledging policy reduces alignment risks .

Appendices

2024 Director Compensation – Individual Detail (Blake)

Director RSU/Deferred Awards Outstanding (as of 12/31/2024):

Say‑on‑Pay Approval (2024):

• Approximately 97% of votes cast approved NEO compensation; committee maintained core design reflecting strong support .