Thomas Wagner

About Thomas Wagner

Thomas Wagner, age 55, has served as Vice Chair of the Board of Hertz Global Holdings since June 2021. He co-founded Knighthead Capital Management (SEC-registered, event-driven/deep value) in 2008 and previously held senior roles at Goldman Sachs, Credit Suisse First Boston, and Ernst & Young, with extensive experience in restructurings, capital markets, and the transportation sector. The Board cites his strategic expertise in investment management and restructurings as core credentials for his service at Hertz .

Past Roles

External Roles

Board Governance

• Board/Role: Vice Chair of the Board; not assigned to Audit, Compensation, or Governance Committees as of the 2025 proxy .
• Independence: Not listed among directors the Board determined to be “independent” under Nasdaq rules; independent directors include Blake, Clark Dougherty, Farmer, Feikin, Fields, Intrieri, O’Hara, Shannahan, Vougessis .
• Controlled company: Hertz qualifies as a “controlled company” under Nasdaq due to CK Amarillo’s stake, but the Board elects not to use exemptions (maintains fully independent standing committees, separate Chair/CEO, regular executive sessions) .
• Attendance: Board met 14 times in 2024; all directors serving during 2024 attended ≥75% of Board and committee meetings; all then‑serving directors attended the 2024 annual meeting .
• Committee structure: Audit (16 meetings; Chair: Intrieri), Compensation (6; Chair: Farmer), Governance (5; Chair: Shannahan) .

Fixed Compensation (Director)

Additional notes:

• Eligible non‑employee directors receive equity RSUs vesting at next annual meeting; Knighthead/Certares‑affiliated directors are excluded and receive $1 instead .
• Directors can elect to receive fees in stock or defer into phantom shares; applies to eligible, non‑affiliated directors .

Performance Compensation (Director)

• None. Non‑employee director pay is cash/equity retainer (or $1 for Knighthead/Certares affiliates) with no performance metrics; no options/PSUs for Wagner disclosed .

Other Directorships & Interlocks

Expertise & Qualifications

• Strategic and capital markets expertise; deep experience in restructurings; transportation sector knowledge; prior senior roles at Goldman Sachs, CSFB, EY .
• Board explicitly cites his strategic and restructuring experience as qualifications for Hertz .

Equity Ownership

Related Party Transactions (Conflict Review)

• Hertz–GT Racing sponsorship: ~$12.1m in 2024; GT Racing is owned by Mr. Wagner; approved per Related Person Transaction Policy overseen by Audit Committee .
• Certares/Knighthead ecosystem relationships: Significant commercial arrangements with Amex GBT ($157.3m gross revenue in 2024) and Internova ($12.3m), and an FBO concession with Wheels Up (~$2.2m gross revenue), reflecting sponsor‑affiliated networks; Wagner is a Knighthead principal and on CK Amarillo’s investment committee (controlling holder) .

Governance Assessment

• Strengths and alignment signals:

  • Board opted not to rely on controlled‑company exemptions; maintains fully independent standing committees and separate Chair/CEO, with regular executive sessions—positive for oversight .
  • Director attendance met policy thresholds in 2024 .
  • Hedging/pledging prohibitions for directors support alignment; indemnification agreements in place .

• Risks and red flags:

  • RED FLAG: Material related‑party transaction with GT Racing (~$12.1m) owned by Wagner—creates perceived/actual conflict; while approved under the RPT policy, investors may question optics given board leadership role .
  • RED FLAG: Affiliation with controlling shareholder (CK Amarillo via Knighthead) and Vice Chair role; not independent; personally holds 0 shares (exempt from ownership guidelines), which may weaken perceived personal “skin‑in‑the‑game” alignment despite sponsor’s control stake .
  • RED FLAG: Broader web of sponsor‑affiliated commercial arrangements (Amex GBT, Internova, Wheels Up) heightens related‑party exposure; Audit Committee approved but concentration warrants monitoring .

Additional Board/Director Program Details (context)

• Director compensation program for eligible non‑affiliates: $275k (cash+RSUs) plus chair fees; deferral and phantom share options available; free worldwide car rentals; vehicle purchase programs; reimbursed expenses .
• Stock ownership guidelines: 5x cash retainer for non‑affiliates; restrictions on sales until compliant; affiliates exempt .
• Voting agreement with CK Amarillo: votes in excess of 45% to be cast proportionally with other stockholders, reducing effective control on excess shares—mitigates some control concerns while CK Amarillo owns ~59% .

Summary View for Investors

• Wagner is an experienced restructuring/capital markets operator with sector-relevant expertise and board leadership credentials, but he is not independent and is financially and commercially connected to Hertz through the controlling sponsor and an owned, sponsored entity (GT Racing). The Board’s refusal to use controlled‑company exemptions, independent committee structure, and RPT oversight are positives; however, investors should monitor the volume/terms of sponsor‑linked transactions and consider the optics of a $1 director retainer with no personal HTZ equity offset by a large sponsor control stake.

References: