Wayne “Gil” West

About Wayne “Gil” West

Wayne “Gil” West (age 64) has served as Hertz Global Holdings’ Chief Executive Officer and a director since April 2024. He previously served as COO of Cruise (2021–2023) and as Senior Executive Vice President/COO of Delta Air Lines (2014–2020), with earlier roles at Delta and as President & CEO of Laidlaw Transit Services (2006–2007) . Under West’s leadership, HTZ returned to EPS profitability in Q3 2025 with $2.478B revenue, $184M net income ($0.42 diluted EPS), Adjusted Corporate EBITDA of $190M, and vehicle utilization of 84%—a multi-year high—reflecting execution on the “Back-to-Basics” transformation .

Past Roles

External Roles

Fixed Compensation

Per employment agreement, 2024 bonus guaranteed at least 112.5% of base (i.e., $1,687,500), prorated for start date .

Performance Compensation

2024 Sign‑On Equity (in lieu of 2024–2025 LTIP participation)

West did not participate in the 2024 or 2025 long-term incentive program; eligibility under regular LTIP resumes in 2026 (anticipated at least $8,000,000 grant-date value per year) .

PSU Stock-Price Hurdles and Status

Termination treatment: If terminated without cause or resigns for good reason, RSUs receive 12 months’ service credit; PSUs receive 12 months of service credit and 12 months of additional performance eligibility. Following a change in control and such termination, time-based RSUs fully vest and PSUs vest based on stock value at change in control (i.e., double-trigger acceleration) .

Equity Ownership & Alignment

Beneficial and Outstanding Equity (as of 3/24/2025 or 12/31/2024, as indicated)

• Stock ownership guidelines: executives generally have 5 years to reach target; until met, sales limited to 50% of net shares from vesting/exercise; as of proxy date, all continuing NEOs either met the guideline or are within the transition period .
• Hedging/pledging: prohibited for employees, officers, and directors under Insider Trading Policy .

Employment Terms

Board Governance (Director Service, Committees, Independence)

Dual-role implications: While West is both CEO and a director, the Board mitigates concentration of power via an independent Chair and fully independent standing committees (Audit, Compensation, Governance), despite “controlled company” eligibility. The Board elects not to use controlled-company exemptions .

Director Compensation (for context; applies to non‑employee directors)

Director stock ownership guidelines apply to non‑employee directors with five-year compliance windows; until met, sales generally limited to ≤50% of equity holdings .

Compensation Structure Analysis

• Pay mix and sign-on structure: 2024 compensation was heavily equity-based via sign‑on awards, with 54.55% in stock price‑contingent PSUs and 45.45% in 3‑year RSUs—explicitly designed to align with sustained share price performance and stockholder value creation .
• Shift to price‑based PSUs: PSU tranches require 90‑day VWAP hurdles of $10/$12.50/$15/$17.50/$20; none were achieved as of 12/31/24, indicating high performance thresholds and no payout absent durable stock performance .
• Governance checks: Stock ownership guidelines, hedging/pledging prohibitions, and a Clawback Policy are in place, supporting alignment and risk control .

Performance & Track Record Under West

Management messaging emphasized completion of a transformative fleet refresh, “Back‑to‑Basics” execution, record utilization since 2018, and ~50% YoY NPS increase in North America during Q3 2025 .

Compensation Peer Group (used for 2024; unchanged for 2025)

• FW Cook serves as the independent compensation consultant; Committee assessed independence and found no conflicts .
• At the time of 2024 peer selection, HTZ was at the 36th percentile in revenue and 60th percentile in market cap within the group .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: approximately 97% in favor; Committee maintained the core design given strong support .
• Controlled company context: Despite qualifying as a controlled company under Nasdaq rules (CK Amarillo ~58.9% ownership as of 3/24/2025), HTZ elects not to rely on governance exemptions .

Employment Terms – Potential Payouts (Illustrative table from proxy)

Amounts reflect values as presented in the 2025 proxy statement; see “Potential Payments upon Termination or Change in Control” .

Investment Implications

• Alignment and upside sensitivity: A majority of West’s sign‑on equity is tied to multi‑year stock‑price hurdles (90‑day VWAP), which directly aligns realized pay with durable shareholder returns; no tranche vested as of YE 2024, indicating meaningful hurdles remain .
• Vesting and selling pressure: Three‑year ratable RSU vesting begins from his April 2024 start date; ownership guidelines restrict selling more than 50% of net shares until compliance is achieved, tempering near‑term selling pressure from RSU settlements .
• Retention and downside protection: Severance economics (2× salary+target bonus, plus equity vesting accommodations and COBRA payments) and double‑trigger CIC terms reduce retention risk but add cost on termination; strong restrictive covenants (2‑year non‑compete) protect the franchise post‑employment .
• Governance mitigants for dual role: Independent Board Chair, fully independent committees, and anti‑hedging/pledging policies address potential conflicts from West’s CEO/director dual role, even in a controlled-company context .
• Early execution evidence: Q3 2025 marks a return to EPS profitability, improved utilization, and significant Adjusted Corporate EBITDA improvement, supporting positive execution signals under West’s tenure; sustainability through cycle remains the key determinant for PSU vesting and longer‑term pay outcomes .