Scott Haralson
HERTZ GLOBAL HOLDINGSAbout Scott Haralson
Scott M. Haralson, age 51, is Executive Vice President and Chief Financial Officer of Hertz Global Holdings, Inc., effective June 17, 2024 . He also became principal accounting officer upon the resignation of the Company’s CAO in March 2025 . For 2024, the Company’s Adjusted Corporate EBITDA for the PSU programs was $(512) million vs a $700 million target, resulting in 0% PSU earn-out for the 2024 tranche; the annual cash incentive plan (EICP) paid at 30% of target, prorated for his time served .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Spirit Airlines, Inc. | EVP & CFO | Feb 1, 2023 – Jun 2024 | Helped navigate the pandemic and strengthened the financial position |
| Spirit Airlines, Inc. | SVP & CFO | Oct 2018 – Jan 31, 2023 | Senior finance leadership |
| Spirit Airlines, Inc. | VP, FP&A & Corp. Real Estate | Aug 2017 – Oct 2018 | FP&A leadership |
| Spirit Airlines, Inc. | VP, FP&A | Aug 2012 – Aug 2017 | FP&A leadership |
| DISH Network | Director of Finance | Jan 2010 – Aug 2012 | Finance leadership |
| Frontier Airlines | Director, FP&A | Jan 2009 – Jan 2010 | FP&A leadership |
| Guardian Gaming | Chief Financial Officer | Mar 2008 – Jan 2009 | CFO role |
| Swift Aviation Group | Chief Financial Officer | Jul 2006 – Mar 2008 | CFO role |
| US Airways | Finance leadership roles | Not specified | Senior finance roles (prior employer mentioned) |
External Roles
No public company directorships or external board roles disclosed for Mr. Haralson in Company filings reviewed.
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Actual bonus paid ($) |
|---|---|---|---|
| 2024 | 750,000 | 100% | 121,721 |
Performance Compensation
Annual Incentive (EICP) – 2024 Outcome
| Metric | Weighting | Target | Actual | Payout | Notes |
|---|---|---|---|---|---|
| Company EICP performance factor | N/A | 100% of salary (prorated) | 30% of target (prorated) | 121,721 | Payouts at 30% for 2024; Mr. Haralson’s payout was prorated based on start date |
PSU Program performance (corporate PSU frameworks used for other NEOs)
| PSU tranche | Metric | Minimum | Target | Maximum | 2024 results | Earned (%) |
|---|---|---|---|---|---|---|
| 2024 tranche (all PSU cycles) | Adjusted Corporate EBITDA ($mm) | 1 | 700 | 875 | (512) | 0% |
Note: Mr. Haralson did not participate in the 2024 LTIP; his 2024 equity was provided via sign-on RSUs/PSUs (see below) .
Sign-On Equity – Structure and Hurdles
| Award type | Grant date | Shares (#) | Grant date fair value ($) | Vesting / Performance |
|---|---|---|---|---|
| Time-based RSUs | 6/17/2024 | 1,143,293 | 3,750,001 | Ratable on first three anniversaries of grant; Good Leaver: one-third of the next tranche vests; CIC within 2 years + Good Leaver: full vest |
| Stock-price PSUs | 6/17/2024 | 1,143,293 | 3,750,001 | Equal installments over three years, subject to 90-day VWAP hurdles; any unvested PSUs forfeited if not vested within five years |
Stock-price hurdles for PSU sign-on award (90-day VWAP):
- 228,659 shares at $10.00; 228,659 at $12.50; 228,659 at $15.00; 228,658 at $17.50; 228,658 at $20.00 .
Equity Ownership & Alignment
- Beneficial ownership (as of Mar 24, 2025): 0 shares; “less than 1%” of shares outstanding .
- Outstanding awards at 12/31/2024:
- Unvested RSUs: 1,143,293 (market value $4,184,452 at $3.66/share) .
- Unearned PSUs (sign-on stock-price based): 1,143,293 (market value $4,184,452 at $3.66/share) .
- Stock ownership guidelines: Other NEOs must hold stock equal to 3x base salary; 5 years to comply; until compliant, may sell no more than 50% of net shares from vestings/exercises. As of the 2024 proxy, all continuing NEOs had either met retention guidelines or were in the transition period .
Employment Terms
Key terms from offer letter and Company severance plan:
- Base salary: $750,000; Target annual bonus: 100% of salary (prorated in 2024); Eligible for LTI beginning 2025 with $2.5 million target .
- Sign-on cash: $500,000; subject to full or partial repayment if departure within 24 months, except certain qualifying terminations .
- Perquisites: Company-provided vehicle; relocation assistance $100,000; legal fee reimbursement up to $20,000 .
- Restrictive covenants: Standard confidentiality, non-competition, non-solicitation; subject to clawback policies .
- Severance Plan (senior executives): 1.5x (base + target bonus), pro-rata bonus (based on actual performance), 18 months of continued benefits, and up to $25,000 outplacement, subject to release of claims .
Sign-on equity treatment (Good Leaver and CIC):
- Good Leaver (termination without cause, death/disability, or resignation for good reason): additional 12 months’ service credit for RSUs; PSUs that time-vest (including the post-termination tranche) remain outstanding and eligible to performance vest for 12 months following termination .
- CIC within two years + Good Leaver: time-based RSUs vest in full; sign-on PSUs become fully time-vested and performance is measured per CIC terms/stock value in the transaction .
Potential payments upon termination (as of 12/31/2024)
| Scenario | Cash Severance ($) | Annual Incentive ($) | Acceleration of Equity ($) | Benefits ($) | Outplacement ($) |
|---|---|---|---|---|---|
| Involuntary termination without cause | 2,250,000 | 121,721 | 1,394,817 | 37,392 | 25,000 |
| Death or disability | — | 121,721 | 1,394,817 | — | — |
| Resignation for good reason | 2,250,000 | 121,721 | 1,394,817 | 37,392 | 25,000 |
| Involuntary termination without cause in connection with CIC | 2,250,000 | 121,721 | 4,184,452 | 37,392 | 25,000 |
| Resignation for good reason in connection with CIC | 2,250,000 | 121,721 | 4,184,452 | 37,392 | 25,000 |
Notes:
- NEO severance benefits generally do not change with the occurrence of a change in control; acceleration values reflect equity treatment at $3.66/share .
Governance, Policies, and Compliance
- Clawback: Company adopted Nasdaq/SEC-compliant clawback policy; applies to excess incentive-based compensation within a 3-year recovery period following an accounting restatement; supplemental broader policy also maintained .
- Stock ownership guidelines: CEO 5x salary; other NEOs 3x salary; 5 years to comply; sales limited to 50% of net shares until compliant .
- Section 16: All directors/officers timely complied with Section 16(a) filing requirements for 2024 per Company review .
Additional Role Changes
- On March 12, 2025, company announced CAO resignation; Mr. Haralson to serve as principal accounting officer upon her departure .
- On August 1, 2025, an 8-K regarding other officer changes was signed by Mr. Haralson as EVP & CFO .
Investment Implications
- Alignment and upside leverage: The majority of Haralson’s 2024 compensation is equity-based and contingent, with 1,143,293 time-based RSUs and 1,143,293 stock-price PSUs (five price hurdles up to $20 VWAP) creating strong sensitivity to share price performance and retention via multi-year vesting .
- Near-term selling pressure: Beneficial ownership was zero as of March 24, 2025, and he is subject to stock ownership guidelines requiring 3x salary; until compliant, he is restricted from selling more than 50% of net shares from vestings, reducing potential post-vesting supply from insider sales .
- Performance risk: 2024 PSUs paid 0% across PSU programs given $(512) million Adjusted Corporate EBITDA vs a $700 million target; EICP paid 30% of target (prorated), reinforcing a pay-for-performance regime and highlighting execution risk in the turnaround .
- Retention and CIC structure: Severance equals 1.5x base+target plus benefits and pro-rata bonus; sign-on equity includes double-trigger CIC vesting (requires a qualifying termination within two years of CIC), balancing retention with shareholder protection .
- Expanded finance scope: Assuming principal accounting officer responsibilities in 2025 consolidates financial oversight, potentially accelerating execution on cost discipline and balance sheet priorities stated at appointment .