Lucy Clark Dougherty
HERTZ GLOBAL HOLDINGSAbout Lucy Clark Dougherty
Independent director (Class II) at Hertz Global Holdings, Inc. (HTZ); age 56; appointed August 27, 2024, with current term expiring at the 2026 annual meeting . She is currently Executive Vice President and Chief Legal Officer of Eaton Corporation plc (EVP & CLO since April 2025; joined as General Counsel in January 2025) and previously served as Senior Vice President, General Counsel, and Secretary at Polaris Inc. (2018–2024) and held multiple senior legal roles at General Motors (2010–2018); earlier, she served in the George W. Bush Administration as Counselor to Secretary Ridge/Chief Legal Officer at the U.S. Department of Homeland Security and in DOJ’s Environment & Natural Resources Division . The Board has affirmatively determined she is independent under Nasdaq rules . In 2024 the Board held 14 meetings and each director who served during 2024 attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Inc. | Senior Vice President, General Counsel, and Secretary | Jan 2018 – Dec 2024 | Public company legal, compliance, corporate governance leadership |
| General Motors Company | Multiple senior legal roles: Deputy GC, Global Markets, Autonomous Vehicles & Transportation as a Service; Deputy GC, Commercial, Product Safety & Regulatory; VP & General Counsel, GM North America; Chief Legal Advisor, Global Vehicle Safety; Executive Director, Legal, Government Relations & Global Public Policy | 2010 – 2018 | Broad mobility, safety, regulatory and public policy leadership |
| U.S. Dept. of Homeland Security; U.S. Dept. of Justice (ENRD) | Counselor to Sec. Ridge/Chief Legal Officer (DHS); Attorney roles (DOJ ENRD) | Bush Administration (years not specified) | Federal regulatory and national security experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eaton Corporation plc | Executive Vice President & Chief Legal Officer (EVP & CLO); previously General Counsel | EVP & CLO since Apr 2025; GC since Jan 2025 | Executive role; no HTZ-related transactions disclosed |
No other public company directorships were disclosed for Ms. Dougherty in the 2025 proxy .
Board Governance
- Committee assignments/chair roles: None as of the 2025 proxy (not listed on Audit, Compensation, or Governance Committees) .
- Independence: Board determined Ms. Dougherty is independent; Audit and Compensation Committees are fully independent .
- Attendance and engagement: Board met 14 times in 2024; all directors who served during 2024 attended ≥75% of Board and applicable committee meetings .
- Board structure: Although HTZ qualifies as a “controlled company,” the Board elected not to use governance exemptions; Chair and CEO roles are separated; the independent Board Chair presides over executive sessions held at every regularly scheduled Board meeting .
Fixed Compensation (Director)
2024 compensation (prorated for partial-year service):
| Component (USD) | 2024 Amount |
|---|---|
| Cash fees | $34,511 |
| Stock awards (RSUs, grant-date fair value) | $128,237 |
| All other compensation (free rentals program) | $1,193 |
| Total | $163,941 |
Program design reference (for context):
- Standard non-employee director retainer: $275,000 (payable as $100,000 cash + $175,000 RSUs); chair fees: Audit Chair $50,000, Compensation Chair $25,000, Governance Chair $15,000; free worldwide car rentals during service; equity vests by next annual meeting; Knighthead/Certares-affiliated directors receive $1 instead of cash/equity .
Performance Compensation (Director Equity)
| Award type | Grant date | Shares | Grant-date fair value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant; prorated) | Sept 3, 2024 | 42,889 | Included in $128,237 above | Vests in full on the earlier of the business day before the 2025 annual meeting or departure (other than removal for cause); directors may elect deferral |
Stock ownership and trading policies:
- Director stock ownership guideline: 5x annual cash retainer for non-affiliated directors, to be achieved within five years of election/appointment (for Ms. Dougherty, five years from Aug 27, 2024); 50% credit for phantom shares and time-based RSUs toward guideline; sale restrictions until compliant .
- Hedging/pledging: HTZ does not allow directors to hedge or pledge company stock .
Other Directorships & Interlocks
- No other public company directorships disclosed for Ms. Dougherty .
- Related-party transactions: HTZ discloses several sponsor-related commercial relationships (e.g., Amex GBT ~ $157.3m gross revenue; Internova ~ $12.3m; Wheels Up referral concession; sponsorship with GT Racing), but “none” involve organizations for which any independent director serves as an officer, partner, or controlling stockholder .
- Control context: CK Amarillo (Knighthead/Certares-managed) beneficially owned ~59% of common stock as of Mar 24, 2025; a Voting Agreement mirrors votes above 45% to the non-sponsor vote proportion until conditions are met .
Expertise & Qualifications
- Core expertise: public company legal/compliance, corporate governance, product safety/regulatory, mobility/autonomous vehicles, and federal regulatory experience; background spans Eaton (industrial), Polaris (powersports), General Motors (automotive), DHS/DOJ (government) .
- Board fit: Governance/enterprise risk perspective with strong regulatory and mobility-sector credentials .
Equity Ownership
| Metric | Value/Details |
|---|---|
| Total beneficial ownership | 42,889 shares (all underlying RSUs) as of Mar 24, 2025; “*” denotes <1% of outstanding |
| Vested vs. unvested | Unvested RSUs outstanding: 42,889; vested deferred awards: 0 (as of Dec 31, 2024) |
| Options/warrants | None disclosed for Ms. Dougherty (her ownership footnote reflects only RSUs) |
| Pledged/hedged shares | Company policy prohibits directors from hedging or pledging company stock |
| Ownership guideline | Must achieve ≥5x annual cash retainer within five years of Aug 27, 2024; counts 50% of time-based RSUs/phantom shares; sale restrictions until compliant |
Governance Assessment
- Strengths: Independent director with recent large-cap industrial GC/CLO experience and deep mobility/legal/regulatory background; enhances board refreshment and oversight credibility .
- Alignment: Receives standard director equity (RSUs with annual meeting vest), is subject to 5x cash retainer ownership guideline, and cannot hedge/pledge shares—supporting alignment with shareholders .
- Engagement: Board met 14 times in 2024 with each director meeting the ≥75% attendance threshold; Board holds executive sessions at every regularly scheduled meeting under an independent Chair .
- Watch items: Not currently on any standing committee, which limits direct committee-level oversight influence pending future assignments .
- Control/sponsor exposure (context): HTZ operates under a controlling shareholder structure (~59% CK Amarillo) but does not use “controlled company” governance exemptions; significant related-party commercial ties with sponsor-affiliated entities are overseen under an RPT policy and were approved by the Audit Committee; none tied to independent directors’ controlled entities .