The CEO's total reported compensation of approximately $4.5 million is modest for a large-cap industrial/transportation company of Hertz's scale, and the pay structure is appropriately weighted toward variable pay — the CEO's annual incentive target alone is 150% of base salary, and the majority of his sign-on equity is tied to specific stock price hurdles ($10–$20 90-day VWAP) that had not been met as of year-end 2025, meaning performance-based awards are not paying out despite poor stock performance. The annual incentive payout of 133.5% was driven primarily by operational metrics (cost efficiency, utilization, customer satisfaction) rather than financial profitability — Adjusted EBITDA came in negative and the EBITDA component paid zero — and while this represents above-target incentive pay in a loss year, the overall CEO pay level is sufficiently below benchmark to avoid a pay-for-performance misalignment flag. The plan also includes a meaningful clawback policy and caps long-term payouts at 100% of target when total shareholder return is negative, which is a sound structural safeguard.

EY has audited Hertz since 2019 (approximately 7 years), well below the 25-year tenure threshold; non-audit fees of $1 million represent only about 7% of audit fees of $15 million, far below the 50% independence-concern threshold; EY is a Big 4 firm appropriate for a company of Hertz's size and complexity, and no material restatements attributable to audit failure were identified.