Hertz Global Holdings entered into a definitive agreement this week with investor activist Carl Icahn, in which three long-time members of the Hertz board will step down, replaced by associates of Icahn.
As part of the board shift, Henry Wolf and Barry Beracha, who each served on the Hertz board since 2006, and Philippe Laffont, who was named to the Hertz board last year, have all retired.
They will be replaced by the following members:
Vincent Intrieri, who has been employed by Icahn-related entities since October 1998 in various investment-related capacities;
Samuel Merksamer, managing director of Icahn Capital;
Daniel Ninivaggi, who has served as a director of Icahn Enterprises L.P. and its general partner, Icahn Enterprises G.P., since March 2012. Ninivaggi has served as co-CEO of Federal-Mogul, a supplier of automotive power-train and safety components, since February 2014.
Intrieri and Merksamer will be members of the five-person search committee, chaired by independent non-executive chair Linda Fayne Levinson, who is leading the process to find a permanent chief executive officer of Hertz, following the resignation of Mark Frissora this month.
Frissora’s resignation followed a securities filing with the Securities and Exchange Commission in August 2014, in which Icahn, who owns 8.5 percent of Hertz stock, said that he intended to have discussions with Hertz management and the board “relating to shareholder value, accounting issues, operational failures, underperformance relative to its peers and…lack of confidence in management.”
The Hertz board now comprises nine independent directors and will expand to ten directors following the appointment of a permanent CEO.