Mark Fields
HERTZ GLOBAL HOLDINGSAbout Mark Fields
Mark Fields (age 64) has served as an independent director of Hertz Global Holdings, Inc. (HTZ) since June 2021 and was the Company’s Interim CEO from October 5, 2021 to February 27, 2022 . He is a Senior Advisor at TPG Capital (since October 2017) and formerly served as President & CEO of Ford Motor Company (2014–2017) after joining Ford in 1989 and holding multiple senior leadership roles, including COO and President & CEO of Mazda (1999–2002) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | President & CEO | 2014–2017 | Led global automaker; prior roles included COO; EV/strategy exposure |
| Mazda Motor Corporation | President & CEO; Director | 1999–2002 | Turnaround experience in Japan/Asia |
| Ford (various divisions) | Multiple senior leadership roles | 1989–2014 | Ran The Americas; Premier Automotive Group; Ford Europe |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Lam Research (Nasdaq: LRCX) | Director | Aug 2024 | Semiconductor capital equipment; public company board experience |
| Qualcomm (Nasdaq: QCOM) | Director | Jun 2018 | Wireless/semiconductors; technology/governance depth |
| Tanium (private) | Lead Independent Director | 2020 | Cybersecurity/systems management |
| Planview (private) | Director | 2022 | Software |
| Boomi (private) | Director | 2022 | Software/integration |
| Classic Collision (private) | Director | 2024 | Multi-site operator |
| Prior public boards | IBM (2016–2018); Ford (2014–2017); Mazda (1999–2002); TPG Pace SPACs (2021–2023) | — | Adds broad governance exposure |
Board Governance
- Committee assignments: None. Mark Fields is not listed on the Audit, Compensation, or Governance Committees as of the 2025 proxy .
- Independence: Board determined he is “independent”; it specifically considered his interim CEO service (less than one year) and related compensation and concluded it does not impair independence .
- Attendance: The Board met 14 times in 2024, and each director serving in 2024 attended at least 75% of aggregate Board and committee meetings; all then‑serving directors attended the 2024 annual meeting .
- Board structure/practices: HTZ is a “controlled company” but has elected not to use Nasdaq controlled-company exemptions; committees are fully independent and the Chair and CEO roles are separated .
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Committee/Chair fees | $0 | No committee roles or chair stipends for Fields |
| Perquisites | $10,600 | Value of free car rentals under Director Car Rental Program |
| Total Cash/Perqs | $110,600 | Sum of cash and “All Other” |
Program structure for directors in 2024: $275,000 total annual retainer (paid $100,000 cash and $175,000 in RSUs); separate cash chair fees: Audit Chair $50,000; Compensation Chair $25,000; Governance Chair $15,000 .
Performance Compensation (Director Equity)
| Grant | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Annual RSU | May 22, 2024 | 35,212 | 175,004 | Vests in full on earlier of business day before 2025 annual meeting or director departure (for cause forfeits) | Fields elected to defer receipt of 2024 RSUs |
- No director stock options or performance-conditioned (PSU) awards for non‑employee directors were disclosed; director equity is time-based RSUs with optional deferral into phantom RSUs/shares .
- Directors may elect to receive fees in stock/phantom shares and may defer equity; deferrals settle upon Board departure or change in control (forfeiture upon removal for cause) .
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public boards | Lam Research (since Aug 2024); Qualcomm (since Jun 2018) |
| Prior public boards | IBM (2016–2018), Ford (2014–2017), Mazda (1999–2002), TPG Pace SPACs (2021–2023) |
| Potential interlocks/conflicts | Related party transactions disclosed involve GT Racing (Wagner), Amex GBT/Internova (O’Hara/Farmer), Wheels Up (Certares/Knighthead); proxy states none of the approved related party transactions involve organizations for which any independent director serves as an officer, partner, or controlling stockholder (which would include Fields) . |
Expertise & Qualifications
- Global automotive leadership and operational expertise (former Ford President & CEO; prior COO; leadership across The Americas, Ford Europe, and Premier Automotive Group) .
- Technology and semiconductor governance via Qualcomm and Lam Research boards; cybersecurity oversight via Tanium (Lead Independent Director) .
- Extensive public company board governance experience across multiple sectors .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 276,135 shares | Less than 1% of shares outstanding |
| Included RSUs underlying | 35,212 | Underlying 2024 director RSU grant |
| Unvested RSUs outstanding (12/31/2024) | 35,212 | As reported year-end |
| Vested deferred awards (phantom) | 20,734 | As of 12/31/2024 |
| Hedging/pledging | Prohibited by company policy | |
| Director ownership guideline | 5× annual cash retainer (for non‑affiliated directors); 5‑year compliance window; sales generally limited until met |
Governance Assessment
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Strengths for investor confidence:
- Independent status affirmed despite brief interim CEO service; Board concluded no impairment to independence .
- Significant industry and operational expertise relevant to fleet, OEM relations, and mobility trends; technology governance depth via Qualcomm/Lam enhances oversight of connected/car-tech risk .
- Standard, market‑median director pay with balanced cash/equity mix; RSU deferral election further aligns interests with long‑term shareholders .
- High Board engagement (14 meetings in 2024; all directors ≥75% attendance) and strong governance posture despite controlled‑company status (independent committees; chair/CEO separation) .
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Potential risk indicators and conflicts:
- No committee assignments may limit Fields’ direct influence on audit, compensation, or governance processes, though not inherently negative .
- Related-party transactions involve sponsor‑affiliated entities (Knighthead/Certares), but the proxy states none involve organizations where independent directors (including Fields) are officers/partners/controlling holders; Audit Committee oversees RPTs under a formal policy .
- Director perquisites (free car rentals) are modest and disclosed; no hedging/pledging permitted, which supports alignment .
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Compensation structure signals:
- No option repricing, no director options, and equity is time‑based; pay level and mix set with independent consultant (FW Cook) and benchmarked to a disclosed peer set, supporting pay discipline .
- Company-wide clawback and equity forfeiture provisions apply to misconduct; while principally described for executives, the Omnibus Plan includes forfeiture terms applicable to award holders .
Overall, Fields brings credible operational and technology governance expertise with clean independence and alignment signals, minimal conflict exposure, and transparent, market-standard director compensation and ownership posture .