Vincent J. Intrieri
HERTZ GLOBAL HOLDINGSAbout Vincent J. Intrieri
Independent director at Hertz Global Holdings since June 2016; age 68; Audit Committee Chair and SEC-defined audit committee financial expert. Background includes CEO/Founder of VDA Capital Management (since 2017), former Senior Managing Director at Icahn Capital LP and Icahn Offshore LP (1998–2016), and earlier partner at Arthur Andersen; previously a Certified Public Accountant . Board affirms his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Icahn Capital LP | Senior Managing Director | 2008–2016 | Investment leadership at activist fund |
| Icahn Offshore LP | Senior Managing Director | 2004–2016 | Investment leadership |
| Arthur Andersen LLP | Partner; Former CPA | Prior to 1998 | Accounting expertise; SEC audit committee financial expert credential supports HTZ oversight |
| Navistar International | Director | 2012–2021 | Board oversight in industrials |
| Energen; Conduent; Chesapeake Energy; CVR Refining; CVR Energy; Forest Laboratories; Federal-Mogul; others | Director | Various (pre‑2019) | Multiple public boards, capital markets and operations oversight |
External Roles
| Company | Exchange/Ticker | Role | Start |
|---|---|---|---|
| International Flavors & Fragrances | NYSE:IFF | Director | Jan 2025 |
| SandRidge Energy | NYSE:SD | Non‑Executive Chair | Oct 2024 |
| Transocean | NYSE:RIG | Director | May 2014 |
Board Governance
- Independence: Board determined Intrieri is independent under Nasdaq and heightened audit committee independence standards .
- Committee assignments: Audit Committee Chair; members Feikin and Vougessis .
- Financial expert: Board determined he meets SEC “audit committee financial expert” and Nasdaq financial sophistication requirements .
- Attendance: Board held 14 meetings in 2024; all directors attended ≥75% of Board and committee meetings; Audit Committee met 16 times with regular executive sessions; Chair presides at executive sessions .
- Controlled company context: Despite qualifying as a “controlled company,” Board elected not to use Nasdaq governance exemptions; maintains fully independent standing committees and regular executive sessions .
Fixed Compensation
| Component | Detail | FY 2024 Amount |
|---|---|---|
| Annual Board retainer | $100,000 cash + $175,000 RSUs for eligible non‑employee directors (unchanged YoY) | Program terms |
| Committee chair fee | Audit Chair: $50,000 cash (unchanged YoY) | Program terms |
| Fees earned (cash) | Board and chair fees actually received | $150,000 |
| Equity grant | RSUs granted May 22, 2024 (35,212 units; grant-date fair value $175,004); elected deferral | $175,004 |
| Perquisites | Director Car Rental Program (free worldwide rentals) value recognized | $12,565 |
| Total director compensation | Sum of 2024 items | $337,569 |
Performance Compensation
Directors receive time-based RSUs; no performance metrics or options disclosed for directors.
| Grant Date | Instrument | Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| May 22, 2024 | RSUs | 35,212 | $175,004 | Vests on earlier of the business day before 2025 AGM or departure (subject to deferral election) |
| Year-end 2024 | Unvested RSUs outstanding | 35,212 | N/A | Unvested as of Dec 31, 2024 |
| Year-end 2024 | Vested deferred awards | 29,387 | N/A | Deferred settlement election |
Other Directorships & Interlocks
| Relationship | Description | Governance Note |
|---|---|---|
| Sponsor-related transactions | GT Racing (owned by director Wagner): ~$12.1m paid for sponsorship in 2024; Amex GBT (Chair O’Hara; partially owned by Certares): ~$157.3m revenue; Internova (O’Hara’s brother is CEO; Farmer on board): ~$12.3m revenue; Wheels Up via CK Wheels (Certares/Knighthead interests): ~$2.2m revenue | All approved under Related Person Transaction Policy overseen by Audit Committee; none involve organizations for which independent directors serve as officer/partner/controlling stockholder |
| Voting Agreement | CK Amarillo (59% ownership excluding warrants/equity plans) agreed to vote “Excess Voting Securities” above 45% proportionally with other stockholders; below 45% at its discretion | Reduces dominance risk above 45%; still concentrated control dynamic |
Expertise & Qualifications
- Capital markets and strategic operations from Icahn entities; extensive public board experience (10+ boards) .
- Accounting and audit expertise as former CPA and Andersen partner; designated SEC audit committee financial expert .
- Sector breadth: energy (SandRidge, Transocean), industrials (Navistar), chemicals (IFF) .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 106,965 shares | Includes 35,212 RSUs vesting around AGM and 37,158 exercisable warrants |
| Ownership guidelines | 5x annual cash retainer for directors (excl. Knighthead/Certares-affiliated) | Directors restricted from selling >50% of equity holdings until compliant |
| Hedging/pledging | Prohibited under Insider Trading Policy and Stock Ownership/Hedging policy | Alignment safeguard |
Governance Assessment
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Key strengths:
- Independent Audit Chair with SEC “financial expert” designation; audit committee held 16 meetings and leads enterprise risk oversight (financial/treasury, internal audit, compliance, cybersecurity) .
- Board chose not to use controlled-company exemptions; fully independent committees, regular executive sessions, separation of Chair/CEO .
- RPT Policy administered by Audit Committee; 2024 related-party transactions disclosed and approved under policy; none involve independent directors as officers/partners/controlling stockholders .
- Director equity via RSUs and deferral election supports ownership alignment; director stock ownership guidelines and anti-hedging/pledging reinforced .
-
Potential concerns and monitoring items:
- RED FLAGS: Concentrated control (CK Amarillo ~59% ownership) despite voting agreement above 45%; governance stability but potential influence on nominations and strategic decisions .
- RED FLAGS: Sponsor-linked related-party revenues and payments (Amex GBT, Internova, GT Racing, Wheels Up); continued reliance warrants strict Audit Committee oversight to ensure arm’s-length terms and independence perceptions .
- Time commitments across multiple external boards (IFF, SandRidge Chair, Transocean) may raise capacity questions; however, company reports all directors met ≥75% attendance in 2024 .
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Investor confidence signals:
- Say‑on‑pay approval ~97% at 2024 meeting indicates broad investor support for compensation governance .
- Robust clawback policies (Nasdaq-compliant and supplemental) and stock ownership guidelines for executives and directors .
- Audit Committee reports active oversight of financial reporting and controls; private sessions with CFO/CAE/external auditors .