|Ronald L. Nelson|
Chairman and Chief Executive Officer
Ronald L. Nelson is chairman and chief executive officer of Avis Budget Group, Inc., a leading global provider of vehicle rental services through its Avis and Budget brands, with 10,000 rental locations in approximately 175 countries around the world.
Prior to joining Avis Budget, Mr. Nelson served as president, chief financial officer and director of Cendant Corporation, with responsibility for strategic and financial planning, treasury, financial reporting and accounting, internal audit, tax, investor relations and corporate communications, as well as the matrixed administrative functions that served Cendant's business units. Cendant was the parent company of Avis Budget, which became a stand-alone public Company under Mr. Nelson's leadership following Cendant's separation into four independent businesses in 2006.
Prior to joining Cendant, Mr. Nelson served as co-chief operating officer of DreamWorks SKG since that company's founding in 1994. At DreamWorks, he was instrumental in raising more than $5 billion in capital necessary to launch the company and developing its operating infrastructure and policies.
Mr. Nelson also was executive vice president, chief financial officer and a director at Paramount Communications, Inc., formerly Gulf & Western Industries, Inc., where he was responsible for all financial functions including mergers and acquisitions and strategy.
|F. Robert Salerno|
Vice Chairman and Director
F. Robert Salerno was named Vice Chairman of Avis Budget Group in June 2010. Prior to this, Mr. Salerno served as President and Chief Operating Officer (COO) of Avis Budget Group, overseeing domestic and international operations for the Avis and Budget brands.
Mr. Salerno was named COO in October 2005 following the announcement by Cendant Corporation to separate into four independent, publicly traded companies, one of which is Avis Budget Group. From 2003 to 2005 he led Cendant's vehicle rental services division as Chief Executive Officer after serving as President and Chief Operating Officer of Avis Rent A Car from 1996 through 2002, and then as President and Chief Operating Officer of Cendant Car Rental Group from November 2002 to June 2003. He was appointed Director of Avis Budget Group following the Cendant separation in 2006, and has served on the Company's Board since then.
Mr. Salerno's entire business career has been in the vehicle rental industry, having served in a series of managerial and executive positions of increasing responsibility with Avis after starting his career with another car rental company. He was appointed vice president of Avis' eastern region in 1982 and vice president of zone development in that same year. He was promoted to Vice President of Field Operations in 1987, and in July 1990 was named Senior Vice President and General Manager of Avis. In 1995, he was named Executive Vice President of Operations.
He earned a bachelor's degree from Marquette University in 1972.
Former Chairman Avis Europe plc
Mr. Cathcart brings extensive international business and executive management experience to the Company's Board of Directors as Chairman of Avis Europe plc since 2004, a member of the Board of Avis Europe since 1997 and Chief Executive of Avis Europe from 1983 through January 1, 1999. Prior to joining Avis Europe in 1980, Mr. Cathcart held various executive positions over a career spanning 14 years in the transportation industry. Mr. Cathcart is currently Chairman for Palletways Group Limited and Andrew Page Holdings, and a non-executive director of Justice Holdings Limited.
|Mary C. Choksi|
Founding Partner and Managing Director, Strategic Investment Group and Emerging Markets Management LLC
Mary Choksi has been a Director of Avis Budget Group since March 2007. Since 1987, Ms. Choksi has been a Founding Partner and Managing Director of Strategic Investment Group, where she is a key contributor to the development of Strategic's overall investment policy, with extensive expertise in non-U.S. investments. Ms. Choksi is also a Founding Partner and Managing Director of Strategic's sister company, Emerging Markets Management LLC. Strategic and Emerging Markets Management together manage approximately $35 billion in assets for institutional and private investors.
|Leonard S. Coleman|
Former Advisor, Major League Baseball
Leonard Coleman was a Director of Cendant Corporation from December 1997-2006 and Presiding Director at executive sessions of the Cendant Board since February 2003. Mr. Coleman was a Director of HFS from April 1997 until December 1997. From 1999 to December 2005, Mr. Coleman was a Senior Advisor to Major League Baseball. Mr. Coleman was President of The National League of Professional Baseball Clubs from 1994 to 1999, having previously served since 1992 as Executive Director, Market Development of Major League Baseball. Mr. Coleman is a Director of the following corporations which file reports pursuant to the Securities Exchange Act of 1934 (the "Exchange Act"): Omnicom Group Inc., H.J. Heinz Company, Aramark Corporation, Churchill Downs Inc. and Electronic Arts Inc.
Chairman, Convergys Corporation
Jeff Fox has been a Director of Avis Budget Group since July 2013. Mr. Fox brings significant leadership and executive management experience to our Board of Directors as a principal of The Circumference Group LLC, an investment and advisory firm, which he founded in 2009. Mr. Fox also serves as non-executive Chairman of the Board of Convergys Corporation, where he also held numerous leadership positions, including President and Chief Executive Officer from 2010 to November 2012, and then Executive Chairman until April 2013. Mr. Fox worked for Alltel Corporation as Chief Operating Officer from 2007 through 2008, and as Group President from 2003 until 2007. Prior to joining Alltel, Mr. Fox worked in investment banking for ten years with Stephens Inc., preceded by two years with Merrill Lynch, specializing in mergers and acquisitions advisory services.
|John D. Hardy, Jr.|
Former Partner, O'Melveny & Myers LLP;
Jack Hardy has been a Director of Avis Budget Group since April 2008. Until recently, Mr. Hardy was a partner of the law firm of O'Melveny & Myers for more than 25 years, where he served on the firm's compensation committee and as chair of the firm's capital markets practice. Mr. Hardy has represented publicly and privately owned corporations, investment managers and investment banks in connection with securitization transactions, investment funds, debt and equity financings, joint ventures and mergers and acquisitions. Mr. Hardy received a Juris Doctor from the University of Virginia.
Former President, Revlon Global Licensing
Lynn Krominga has been a director since October 2006. Ms. Krominga is an attorney and business executive. Since 1999, Ms. Krominga has been a consultant to private equity and venture capital firms and to start-up and early stage technology companies and served as chief executive officer of Fashion Wire Daily, Inc. in 2002. From 1981 to 1999, Ms. Krominga held various senior executive and legal offices at Revlon, including President, Licensing Division from 1992 to 1998. Prior to that, Ms. Krominga was an attorney at American Express Company and at Cleary, Gottlieb, Steen & Hamilton LLP. Ms. Krominga serves as Chairman of the Board, Member of the Audit Committee and Member of the Compensation Committee of Sunrise Senior Living, Inc., which files reports pursuant to the Exchange Act.
|Eduardo G. Mestre|
Vice Chairman, Evercore Partners
Mr. Mestre has been a Director of Avis Budget Group since July 2008. Mr. Mestre is Vice Chairman of Evercore Partners, an independent investment banking and investment management firm, and is responsible for the firm's corporate advisory business.
Prior to joining Evercore, Mr. Mestre served as Chairman of Citigroup's Global Investment Bank and, prior to that, he spent six years as head of investment banking and six years as co-head of mergers and acquisitions at Salomon Smith Barney. As head of investment banking, Mr. Mestre led Salomon's business integration efforts arising from the various mergers that led to the creation of Citigroup. Prior to joining Salomon in 1977, he practiced law at Cleary Gottlieb.
Mr. Mestre is a member of the executive committee and past Chairman of the Board of WNYC, New York's public radio stations, and he is Chairman of the Board of Cold Spring Harbor Laboratory, one of the nation's leading cancer, neuroscience and genetic research centers. Born in Havana, Mr. Mestre is a 1970 summa cum laude graduate of Yale and a 1973 cum laude graduate of Harvard Law School.
|Stender E. Sweeney|
Mr. Sweeney has been a financial advisor and equity investor in several privately held enterprises since 1998. In 1997, Mr. Sweeney served in a senior financial and operating capacity for a joint venture between DreamWorks SKG and Pacific Data Images. From 1995 to 1996, Mr. Sweeney was the Chief Executive Officer and a Director of Vehicle Information Network, a database management and marketing company. From 1994 to 1995, Mr. Sweeney was the Chief Financial Officer and Principal of The Onyx Group, a shopping center development and management company. From 1968 to 1994, Mr. Sweeney served in various positions at The Times Mirror Company, the last eight years as Vice President, Finance. Mr. Sweeney serves on the board of the Payden & Rygel Investment Group, which files reports pursuant to the Exchange Act.
The Audit Committee oversees the audits of the financial statements of the Company, as well as the accounting and financial reporting process of the Company, including oversight of (i) the integrity of the Company’s financial statements, (ii) the Company’s independent auditors’ qualifications and independence, (iii) the performance of the Company’s independent auditors and the Company’s internal audit function and (iv) the Company’s compliance with legal and regulatory requirements. The Board of Directors has determined that all members of the Audit Committee are independent directors under the Company’s Director Independence Criteria and within the meaning of applicable NASDAQ rules, and that each member of the Audit Committee has the ability to read and understand fundamental financial statements. The Board of Directors has determined that Mr. Sweeney qualifies as an “audit committee financial expert” as defined by the rules of the SEC, thereby satisfying NASDAQ’s “financial sophistication” requirement, and is independent as defined by NASDAQ with respect to audit committee members.
The role of the Compensation Committee is to assure that our executive officers are compensated effectively in a manner consistent with our stated compensation strategy, internal equity considerations, and competitive practice. The primary responsibilities include: Review and approve our stated compensation strategy; annually review and determine the individual elements of total compensation for the Chief Executive Officer; review and approve individual elements of total compensation for our executive officers; assure that our annual and long-term bonus and incentive compensation plans are administered in a manner consistent with our compensation strategy; make recommendations to the Board of Directors with respect to incentive compensation plans and equity-based plans and approve, subject, where appropriate, to submission to stockholders, all new equity-related incentive plans for executive officers; review and approve all stock option and other equity awards; and evaluate its performance under its charter on an annual basis. The Board of Directors has determined that each member of the Compensation Committee is an independent director in accordance with NASDAQ listing standards and the Company’s Director Independence Criteria, an outside director for purposes of Section 162(m) of the Internal Revenue Code (the “Code”), and a non-employee director for purposes of Section 16 of the Exchange Act.
The responsibilities of the Corporate Governance Committee include identifying and recommending to the Board of Directors appropriate director nominee candidates and providing oversight with respect to corporate governance matters. The Corporate Governance Committee also reviews director compensation and makes recommendations as to the terms and conditions of such compensation to the Board. The Board of Directors has determined that each of the current members qualifies as an independent director under applicable NASDAQ rules and the Company’s Director Independence Criteria.
The Executive Committee has and may exercise all of the powers of the Board of Directors when the Board of Directors is not in session, including the power to authorize the issuance of stock, except that the Executive Committee has no power to (a) alter, amend or repeal the by-laws or any resolution or resolutions of the Board of Directors, (b) declare any dividend or make any other distribution to the stockholders of the Company, (c) appoint any member of the Executive Committee, or (d) take any other action which legally may be taken only by the full Board of Directors.
|Audit Committee Charter||100.9 KB|
|Compensation Committee Charter||62.9 KB|
|Corporate Governance Committee Charter||106.5 KB|