Mark Kosman
HERTZ GLOBAL HOLDINGSAbout Mark Kosman
Senior Vice President and Chief Accounting Officer at Hertz Global Holdings (HTZ), age 60, with start date September 1, 2025; reports to CFO Scott Haralson . Prior to HTZ, served at Ford Motor Company as Chief Accounting Officer (Feb 2024–Aug 2025), Project Management Leader (Jan 2022–Feb 2024), Transformation Executive (Aug 2018–Jan 2022), and CFO of North America and Asia Pacific (Dec 2012–Aug 2018) . Compensation at HTZ is tied to short‐term and long‐term plans that use operational and financial metrics (Adjusted Corporate EBITDA, DOE & SGA per Transaction Day, NPS, and Board discretion) and PSUs aligned to performance under the 2021 Omnibus Plan and clawback policies . Education not disclosed in reviewed filings.
Past Roles
| Organization | Role | Years | Strategic Impact | Citation |
|---|---|---|---|---|
| Ford Motor Company | Chief Accounting Officer | Feb 2024–Aug 2025 | Led accounting function at global automaker; senior control over financial reporting | |
| Ford Motor Company | Project Management Leader | Jan 2022–Feb 2024 | Oversaw project execution and change initiatives | |
| Ford Motor Company | Transformation Executive | Aug 2018–Jan 2022 | Drove enterprise transformation programs | |
| Ford Motor Company | CFO, North America & Asia Pacific | Dec 2012–Aug 2018 | Regional P&L leadership and financial performance management | |
| Ford Motor Company | Various finance leadership roles | Prior to 2012 | Progressively senior roles in financial analysis and reporting |
External Roles
No public company directorships or outside board roles disclosed in reviewed HTZ filings .
Fixed Compensation
| Element | Amount/Terms | Timing | Notes | Citation |
|---|---|---|---|---|
| Base Salary | $450,000 per year | Ongoing | Paid biweekly ($17,230.77) | |
| Short-Term Incentive Target (EICP) | 50% of eligible earnings | 2025 prorated | Actual payout contingent on Company metrics | |
| Long-Term Incentive Target | 80% of base salary (annual equity target) | 2025 prorated; future grants ~March 1 annually | Mix and metrics set by Compensation Committee | |
| Sign-on Cash | $300,000 (net of taxes) | First payroll after 30 days | 100% repay if voluntary/Cause termination ≤12 months; 50% repay if >12–24 months | |
| Relocation Assistance | $50,000 (net) | Upon start | Repayment obligation if voluntary termination within first 2 years | |
| Company Vehicle | Eligible | Upon start | For personal and professional use; policy subject to change | |
| Severance Policy Eligibility | Eligible | Upon start | Company’s severance policy for similarly situated executives | |
| Employment Status | At-will | Upon start | Offer letter is entire agreement; at-will termination |
Performance Compensation
Short-Term Incentive Plan Structure (Company EICP – 2024 context)
| Metric | Weighting | Target | Actual (2024) | Payout (% of Target) | Notes | Citation |
|---|---|---|---|---|---|---|
| Adjusted Corporate EBITDA ($mm) | 30% | 700 | (512) | 0% | Defined in Annex A; negative result led to zero funding | |
| DOE & SGA per Transaction Day | 30% | 39.93 | 41.79 | 0% | Cost efficiency metric | |
| Net Promoter Score (NPS) | 20% | 30 | 28 | 50% | Customer satisfaction | |
| Board Discretion | 20% | 100 | 100 | 100% | Qualitative/retention considerations | |
| Total Funding | — | — | — | 30% of target | Weighted aggregation of above |
Notes: 2025 EICP details for Kosman will be prorated for time worked; specific 2025 targets not disclosed. Plan metrics and weighting framework are consistent across NEOs and global leaders, subject to Committee updates .
Long-Term Incentives (2025)
| Award Type | Grant Value | Composition | Vesting | Performance Conditions | Timing | Citation |
|---|---|---|---|---|---|---|
| Annual LTI (Target) | 80% of base salary | 50% RSUs; 50% PSUs | Per plan; time-vesting and performance-vesting | PSUs tied to “terms and metrics” approved for similarly situated executives | 2025 prorated; first fiscal quarter post start; future grants ~Mar 1 | |
| Sign-on RSUs | $800,000 | Time-vesting RSUs | Vest 1/3 each year over 3 years following grant date | Continued employment; standard clawbacks/restrictive covenants | Granted ~first day of quarter after start |
Program context: Company’s PSU program uses Adjusted Corporate EBITDA as a core metric; 2024 tranches across LTIP cycles earned 0% based on results, and the program includes a TSR cap preventing above-target payout if absolute TSR is negative over the cycle .
Equity Ownership & Alignment
| Item | Detail | Citation |
|---|---|---|
| Initial Beneficial Ownership (Form 3) | “No securities are beneficially owned.” | |
| Ownership Guidelines | CEO 5x salary; Other Section 16 Officers 2x salary; 5-year transition to comply; sales limits until compliant | |
| Hedging/Pledging | Prohibited for employees and directors | |
| Clawbacks | Nasdaq-mandated clawback for restatements; Supplemental clawback broader group; 2021 Omnibus Plan includes clawback/forfeiture for misconduct and restrictive covenant breaches | |
| Sale Restrictions | Executives subject to limited trading windows and clearance requirements |
Note: As a new Section 16 officer with zero initial holdings and sign-on equity vesting over three years, Kosman is in the guideline transition window; time to compliance will depend on future grants and vesting .
Employment Terms
| Term | Detail | Citation |
|---|---|---|
| Employment Agreement | At-will; offer letter is entire agreement | |
| Start Date | September 1, 2025 | |
| Reporting Line | Reports to EVP & CFO Scott Haralson | |
| Restrictive Covenants | Employee Confidentiality & Non-Competition Agreement; standard non-compete covenant | |
| Severance Eligibility | Eligible for Company’s severance policy; change-in-control provisions generally feature double-trigger vesting across executive programs | |
| Relocation & Perqs | $50,000 net relocation; company vehicle; benefit programs consistent with senior executives; 401(k) with matching | |
| Clawback Compliance | Subject to Nasdaq Clawback Policy and Omnibus Plan clawbacks |
Investment Implications
- Retention risk appears mitigated near-term: a $300k sign-on cash award with 100% repayment if departure ≤12 months and 50% repayment if departure within 12–24 months creates strong stickiness through September 2026; sign-on RSUs vest ratably over three years, further anchoring tenure .
- Pay-for-performance alignment: Annual LTI target at 80% of salary with 50% PSUs tied to Company metrics (Adjusted Corporate EBITDA among core measures; TSR cap has historically constrained payouts) aligns equity outcomes with operating execution; 2024 EICP funding at 30% underscores rigorous targets in challenging conditions .
- Insider selling pressure outlook: Initial Form 3 shows zero holdings; supply from Kosman is limited until RSU tranches vest; hedging/pledging prohibited and trading windows enforced, reducing near-term sell pressure optics .
- Change-of-control and severance economics: Participation in Company severance policy and double-trigger vesting norms limit windfall risk, while comprehensive clawback frameworks and restrictive covenants strengthen governance and recovery provisions .