Sandeep Dube
HERTZ GLOBAL HOLDINGSAbout Sandeep Dube
Executive Vice President and Chief Commercial Officer of Hertz Global Holdings, Inc., appointed July 22, 2024. 2024 compensation structure: $875,000 annual base salary and 100% target annual incentive, plus a $1,000,000 sign‑on cash bonus and sign‑on equity awards totaling $8.90 million (half RSUs, half PSUs with stock‑price hurdles) . Company performance context: 2024 revenue ≈ $9.0B, Net Loss ≈ $2.9B, Adjusted Corporate EBITDA ≈ -$1.5B; 2023 revenue ≈ $9.4B and Adjusted Corporate EBITDA ≈ $561M . PSUs tied to 2024 performance paid 0% given Adjusted Corporate EBITDA shortfall, while the 2024 annual incentive funded at 30% via metrics and Board discretion .
Past Roles
Not disclosed in the company’s proxy or 8‑K filings reviewed .
External Roles
Not disclosed in the company’s proxy or 8‑K filings reviewed .
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Base Salary | $875,000 | Offer letter (effective July 22, 2024) |
| Target Annual Incentive | 100% of base ($875,000) | Prorated for 2024 |
| 2024 EICP Actual Bonus Paid | $116,906 | 30% funding, prorated |
| 2024 Salary Earned (prorated) | $387,019 | Reflects partial‑year service |
| 2024 All Other Compensation | $258,572 | Includes executive benefits; relocation assistance eligibility noted |
| Sign‑on Cash Bonus | $1,000,000 | Repayment required if departure within 12 months absent Co.‑without‑cause or good reason |
Performance Compensation
2024 Executive Incentive Compensation Plan (EICP)
| Metric | Weight | Threshold | Target | Max | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Adjusted Corporate EBITDA ($mm) | 30% | 350 | 700 | 875 | (512) | 0% |
| DOE & SGA per Transaction Day | 30% | 40.78 | 39.93 | 39.51 | 41.79 | 0% |
| Net Promoter Score (Hertz Brand) | 20% | 27 | 30 | 35 | 28 | 50% |
| Board Discretion | 20% | 0% | 100% | 200% | 100% | 100% |
| Total Funding | — | — | — | — | — | 30% |
Sign‑on Equity Awards (granted July 22, 2024)
| Award Type | Shares Granted | Grant Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|
| RSUs | 1,126,583 | $4,450,003 | 1/3 each year on 1st, 2nd, 3rd anniversaries of 7/22/2024; acceleration: next 1/3 vests if terminated without cause or for good reason; full vesting upon or within 2 years post change in control | |
| PSUs (Stock‑Price RSUs) | 1,126,583 | $4,450,003 | Earned over up to 5 years; subject to 3‑year service vesting once earned | 90‑day VWAP hurdles: $10.00 (225,317), $12.50 (225,317), $15.00 (225,317), $17.50 (225,316), $20.00 (225,316) |
Note: All 2024 LTIP (company‑wide PSUs) tranches tied to 2024 performance paid 0% (Adjusted Corporate EBITDA basis), reinforcing pay‑for‑performance .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (as of March 24, 2025) | 0 shares; “*” percentage (<1%) |
| Unvested/Unearned Awards Outstanding | RSUs and PSUs from 2024 sign‑on remain outstanding per schedules; RSU vesting ratably over 3 years |
| Stock Ownership Guidelines (Executives) | 3x base salary for NEOs; 5x for CEO |
| Hedging & Pledging | Prohibited by Insider Trading/Policy |
| Clawback Policies | Nasdaq Clawback Policy (mandatory restatement recovery) plus Supplemental Clawback Policy |
Employment Terms
| Provision | Term |
|---|---|
| Employment Start | July 22, 2024 (EVP & CCO) |
| Severance Plan Eligibility | Participant in 2021 Severance Plan; greater of plan or offer‑letter terms |
| Severance Economics (Illustrative as of 12/31/2024) | Cash Severance $2,625,000; Annual Incentive $116,906; Acceleration of Equity $1,374,431 (no CIC) / $4,123,294 (with CIC); Continuing Benefits $9,745; Outplacement $25,000 |
| Change‑of‑Control Acceleration | RSUs: full vesting upon/within 2 years post CIC; PSUs: additional time/performance eligibility per sign‑on; company uses double‑trigger vesting in CIC scenarios |
| Restrictive Covenants | Confidentiality and non‑competition during employment; “good reason” and “cause” definitions apply in offer letter |
| Relocation Benefits | Net cash $125,000 (repayment if departure within 12–24 months subject to exceptions) |
| Vehicle Perquisite | Company‑provided vehicle, personal use imputed |
Performance & Track Record
| Company Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($USD Billions) | ≈ $9.4 | ≈ $9.0 |
| Adjusted Corporate EBITDA ($USD Millions) | ≈ $561 | ≈ -$1,500 |
| Net Income ($USD Millions) | ≈ $616 | ≈ -$2,900 |
- Marketing execution: as CCO, Dube publicly launched Dollar Car Rental’s “Common Sensei” campaign (Mikey Day), emphasizing direct booking/value positioning .
Compensation Structure Analysis
- Heavy upfront equity with stringent stock‑price hurdles (VWAP over 90 days) ties realizable pay to sustained share performance and service, strengthening alignment; all 2024 PSU tranches paid 0%, consistent with pay‑for‑performance .
- Guaranteed elements are limited (sign‑on cash and time‑vesting RSUs); clawback, no hedging/pledging, and ownership guidelines enforce discipline .
Compensation Peer Group (program benchmarking context)
Peer set used for executive compensation benchmarking includes: Alaska Air, AutoNation, Avis Budget, CarMax, Carvana, Element Fleet, Group 1 Automotive, Hilton, JetBlue, Lithia Motors, Norwegian Cruise Line, Penske Automotive, Royal Caribbean, Ryder, Sonic Automotive, Southwest Airlines, United Rentals, Travel + Leisure .
Say‑on‑Pay & Shareholder Feedback
- 2023 say‑on‑pay vote approval ≈ 85%; program maintained core design with pay‑for‑performance emphasis .
- 2025 proxy includes advisory vote and CD&A disclosures; Committee oversees risk and alignment .
Risk Indicators & Red Flags
- Related party transactions exist at Board/sponsor level (e.g., GT Racing, Amex GBT, Internova) subject to Audit Committee RPT oversight; none identified as linked to Dube .
- Clawback in place; hedging/pledging prohibited; no tax gross‑ups indicated for golden parachutes; CIC vesting governed by plan terms .
Investment Implications
- Alignment: Dube’s compensation is highly contingent on sustained share price and service; 2024 long‑term performance awards paid 0% due to EBITDA shortfall, confirming downside risk sharing .
- Near‑term selling pressure: primary exposure is time‑based RSU vesting and any future performance earn‑outs; prohibitions on hedging/pledging and ownership guidelines mitigate misalignment .
- Retention risk: ineligible for new LTI awards until 2026, but substantial unvested sign‑on equity and severance terms support retention through medium term .
- Execution focus: as CCO, emphasis on pricing/RPU and demand generation; progress will translate directly into EICP metrics and eventual PSU earn‑outs, creating an observable pay‑performance link .