Michael Gregory O’Hara
HERTZ GLOBAL HOLDINGSAbout Michael Gregory O’Hara
Michael Gregory O’Hara, age 59, is an independent director of Hertz Global Holdings (HTZ) serving since January 2024, after a prior stint from June 2021 to January 2023; he resigned due to professional obligations and was reappointed in January 2024 to fill a vacancy . The Board affirmatively determined O’Hara is independent under Nasdaq rules, noting he is no longer affiliated with GT Racing, Ltd. . O’Hara is Founder and Senior Managing Director of Certares Management; previously he was CIO of JPMorgan’s Special Investments Group, Managing Director at One Equity Partners, and EVP/board member of Worldspan Corporation, bringing deep travel, investment, and governance expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase Special Investments Group (JPM SIG) | Chief Investment Officer | Prior to joining OEP; years not individually dated | Led special investments; institutional capital deployment |
| One Equity Partners (JPM PE arm) | Managing Director | 2005 onward before Certares | Private equity leadership; deal execution |
| Worldspan Corporation | Executive Vice President; Board Member | Prior to 2005 | Travel technology governance and operations |
| GO Acquisition Corp. (SPAC) | Co-CEO; Director | 2020–2022 | SPAC formation and strategic transactions |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| TripAdvisor, Inc. (Nasdaq: TRIP) | Director; Vice Chair (2020–2023) | Director since Mar 2020 | Public company governance |
| American Express Global Business Travel (NYSE: GBTG) | Chair | Since 2014 | Certares partially owns; HTZ has commercial agreements (see Related Parties) |
| Liberty TripAdvisor Holdings, Inc. | Director; Vice Chair | 2020–2023 | Public company governance |
| World Travel & Tourism Council | Director; Chair | Director since 2019; Chair since 2023 | Industry leadership |
| Certares Holdings | Board; Head of Investment Committee; Management Committee | Current | Investment oversight across Certares vehicles |
| CK Opportunities Fund; Certares Real Estate Holdings | Investment Committee; Management Committee | Current | Co-managed with Knighthead on certain funds |
| Internova Travel Group | Director | 2008–2020 | HTZ has commercial agreement with Internova; CEO is O’Hara’s brother; Farmer on Internova board |
| Mystic Invest | Director | 2019–2020 | Travel sector experience |
Board Governance
- Committee assignments: None; O’Hara is not listed on Audit, Compensation, or Governance committees as of the proxy date .
- Independence: Board affirmed independence under Nasdaq rules; considered and noted he is no longer affiliated with GT Racing, Ltd. .
- Attendance: The Board held 14 meetings in 2024; all directors serving during 2024 attended at least 75% of Board and applicable committee meetings .
- Election/tenure: Class I nominee for election at the 2025 Annual Meeting alongside Blake, Intrieri, and Wagner; current Board has 11 directors .
- Controlled company posture: HTZ qualifies as a “controlled company” under Nasdaq due to CK Amarillo’s ownership, but the Board elects not to use controlled-company governance exemptions; standing committees are fully independent and Chair/CEO roles are separated .
Fixed Compensation
| Component (FY 2024) | Amount | Notes |
|---|---|---|
| Annual Board/Chair fees (cash) | $1 | Directors affiliated with Knighthead or Certares receive $1 in lieu of cash/equity director pay |
| Committee chair/member fees | — | Not a committee member; affiliates receive $1 if chair as well |
| Equity retainer (annual RSUs) | — | Affiliated directors forego equity; standard program is $175,000 RSUs for non-affiliated directors |
| Perquisites (Director Car Rental Program) | $27,555 | Value of free rentals; program provides worldwide rentals during service; extended 15 years post-retirement for directors whose service began prior to Apr 1, 2023 (up to 90 days/year) |
| Total | $27,556 | Sum of above |
Performance Compensation
| Equity Award Type (FY 2024) | Grant Date | Shares Granted | Grant-Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | N/A | — | — | N/A | Affiliated with Certares; receives $1 in lieu of RSUs |
| Phantom shares (deferred director equity) | N/A | — | — | N/A | None shown for O’Hara in vested deferred awards table |
Other Directorships & Interlocks
| Entity | Relationship to O’Hara/HTZ | Transaction Details | Governance Controls/Notes |
|---|---|---|---|
| Amex GBT (GBT Travel Services UK Limited and affiliates) | O’Hara is Chair; Certares partially owns | HTZ offers rentals via Amex GBT platform; HTZ pays fees based on resulting revenue; FY 2024 gross revenue ~$157.3 million | Transactions reviewed/approved under HTZ Related Person Transaction Policy by Audit Committee; none involve organizations where independent directors serve as officer/partner/controlling stockholder |
| Internova Travel Group | Prior O’Hara director; CEO is O’Hara’s brother; Farmer serves on Internova board | Referral agreement in North America; HTZ pays commissions/fees; FY 2024 gross revenue ~$12.3 million | Approved under RPT Policy; explicit disclosure of familial relationship and director linkage |
| Wheels Up (CK Wheels LLC ownership) | CK Opportunities (co-managed by Certares/Knighthead) owns significant equity interest; certain Certares/Knighthead executives are on Wheels Up board | FBO Concession Agreement refers renters to HTZ in exchange for concession fees; FY 2024 gross revenue ~$2.2 million | Approved under RPT Policy; ties to sponsor funds disclosed |
| CK Amarillo LP | Certares/Knighthead-sponsored vehicle where O’Hara sits on investment committee with Farmer, Shannahan, Wagner | Beneficial owner of ~181,455,469 HTZ shares, ~58.9% as of Mar 24, 2025 | Voting Agreement: CK Amarillo votes any Excess Voting Securities (>45% of voting power) proportionally with other stockholders; terminates if ownership <45% and repurchase programs complete/terminated |
Expertise & Qualifications
- Travel and mobility sector expertise from leadership roles at Worldspan and board roles at TripAdvisor, Amex GBT, and industry body WTTC (Chair) .
- Investment management and restructuring experience as Certares Founder/Senior MD, CIO of JPM SIG, and MD at One Equity Partners .
- Public company governance experience across multiple boards and SPAC leadership .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Beneficial ownership (HTZ common) | 0 shares; less than 1% |
| Unvested RSUs outstanding | — |
| Vested deferred awards (phantom shares) | — |
| Options/warrants | None disclosed for O’Hara |
| Pledged shares | None disclosed |
| Director stock ownership guideline applicability | Exempt: non-employee directors affiliated with Knighthead or Certares are not required to meet 5x cash retainer ownership guideline |
Governance Assessment
- Independence and committees: The Board affirmed O’Hara’s independence, and he holds no committee assignments, reducing concentration of sponsor influence in committee oversight but also limiting direct role in audit/compensation governance .
- Ownership alignment: O’Hara beneficially owns zero HTZ shares and is exempt from director stock ownership guidelines; while typical for sponsor-affiliated directors, this limits direct “skin-in-the-game” alignment at the individual level, though influence occurs via CK Amarillo’s 58.9% stake and investment committee participation .
- Compensation alignment: O’Hara forgoes standard director cash/equity retainer (receives $1), with only perquisite value of $27,555 from car rentals in 2024, reducing potential pay-related conflicts yet limiting equity-based incentives tied to HTZ performance .
- Related-party exposure: Material commercial flows with Amex GBT ($157.3M revenue) and Internova ($12.3M) create interlocks via O’Hara’s chair role and familial tie; these are overseen under HTZ’s Related Person Transaction Policy by the Audit Committee, mitigating independence risks through formal review and approval processes .
- Control risk mitigation: CK Amarillo agreed to vote any Excess Voting Securities (>45% voting power) proportionally to other stockholders, which moderates control risks while sustaining sponsor oversight during the transformation period .
- Engagement signals: Board met 14 times in 2024 with 75%+ attendance across directors, and HTZ as a controlled company chose not to use Nasdaq governance exemptions, supporting robust governance practices despite sponsor control .
RED FLAGS: Significant related-party transactions linked to Certares network (Amex GBT; Internova with familial relationship) warrant continued monitoring for pricing and terms; zero individual share ownership and exemption from stock ownership guidelines reduce personal alignment; sponsor control via CK Amarillo remains high despite voting agreement safeguards .