DEF 14A of Holley Inc.
Filed Mar 20, 2026 · FY20250001140361-26-010494
President and Chief Executive Officer
| (5) Approval of the 2021 Omnibus Incentive Plan, as amended by the First Amendment (as amended, the “Amended Plan”), to increase the number of authorized shares of common stock reserved for delivery under the Amended Plan as described in the accompanying proxy statement. |
EVP, General Counsel & Corporate Secretary
| INDEX OF FREQUENTLY REQUESTED INFORMATION | | | Board Leadership Structure | 8 | | Board Committees | 9 | | Director Compensation | 14 | | Director Independence | 8 | | Director Nominees | 15 | | Executive Employment Agreements | 33 | | Employment Agreements | 39 | | Governance Documents | 13 | | Related Person Transaction Policy | 43 | | Risk Oversight | 13 |
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| COMPENSATION AND TALENT COMMITTEE | | | MEMBERS Graham Clempson (Chair) Owen M. Basham Michelle Gloeckler Ginger Jones | PRINCIPAL RESPONSIBILITIES: The Compensation and Talent Committee is responsible for approving, or recommending to the Board for approval, the compensation payable to the executive officers of the Company and administering the Company’s equity compensation plans. | | | The Compensation and Talent Committee acts on behalf of and in conjunction with the Board to establish or recommend the compensation of our executive officers and to provide oversight of our overall compensation philosophy, policies, and programs. | | | We have adopted a committee charter that details the principal functions of the Compensation and Talent Committee, including: | | | • reviewing and approving the corporate goals and objectives relevant to our CEO’s compensation, evaluating our CEO’s performance in light of such goals and objectives, approving the grant of equity awards to the CEO, and recommending to the independent directors of the Board for approval the compensation of our CEO based on such evaluation; | | | • overseeing the evaluation of executive officers other than the CEO and reviewing and recommending to the Board for approval the compensation of such other executive officers based upon the recommendation of the CEO; | | | • approving the terms and grant of equity awards and administering and making recommendation to the Board with respect to our incentive compensation and equity-based compensation plans that are subject to Board approval; | | | • approving and amending or modifying the terms of other compensation and benefit plans; | | | • reviewing, evaluating, and recommending changes, if appropriate, to the compensation for directors; | | | • overseeing and reviewing succession planning and management development; | | | • overseeing the Company’s engagement with stockholders on executive compensation; and | | | • overseeing our strategies and policies related to human capital management, including with respect to matters such as talent development and retention, workplace environment and culture and diversity and inclusion. | | | The Compensation and Talent Committee may delegate its duties and responsibilities to one or more subcommittees, consisting of not less than two members of the Compensation and Talent Committee, as it determines appropriate. | | | The Compensation and Talent Committee comprises at least three directors, consisting entirely of independent directors who meet the NYSE independence requirements, and otherwise meet NYSE compensation committee composition requirements. Additionally, at least two members of the Compensation and Talent Committee must qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | | | The Compensation and Talent Committee has the authority, in its sole discretion, to retain or obtain the advice of a compensation consultant, legal counsel or other advisers, at our expense, and are directly responsible for the appointment, compensation, and oversight of the work of any such advisers. However, before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser, the Compensation and Talent Committee considers the independence of each such adviser, including the factors required by NYSE listing standards and the SEC. | | | The Compensation Committee has engaged Willis Towers Watson (“WTW”) as its independent compensation consultant to provide advice on executive and director compensation matters. WTW reports directly to the Compensation Committee, and the Compensation Committee has the sole authority to retain and terminate WTW and to approve its fees and other terms of engagement. | | | In evaluating the independence of WTW, the Compensation Committee considered the factors required by SEC rules, including WTW’s policies and procedures designed to prevent conflicts of interest, and determined that WTW’s work does not give rise to any conflicts of interest. |
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The Compensation and Talent Committee believes directors should be incentivized to improve the long-term value of the Company and promote stockholder returns. Accordingly, in addition to the above fees, our directors are also compensated with equity awards under the Company’s 2021 Omnibus Incentive Plan (the “2021 Plan”). On June 11, 2024, the Company awarded each non-employee director 29,166 RSUs, which vested on June 11, 2025. On May 13, 2025, the Company awarded each non-employee director 48,165 RSUs, which vests on May 13, 2026 (the first anniversary of the date of grant), provided that the director remains on the Board through such date. In addition, the Company has entered into an indemnification agreement with each of its directors, which requires the Company to indemnify them against certain liabilities that may arise as a result of their status or service as directors of the Company. The Company pays the premiums on the directors’ and officers’ liability insurance policies. The Company also reimburses members of the Board of Directors for travel expenditures related to their services to the Company. *Chairman of the Board Compensation Mr. Rubel received a base salary of $243,000 in 2024 and 2025 in his role as Executive Chairman of the Board. In May 2025, Mr. Rubel transitioned from Executive Chairman to Chairman of the Board and, moving forward, he will receive $175,000 in compensation. On May 13, 2025, Mr. Rubel received an award of 48,165 RSUs, which vests on May 13, 2026. Mr. Rubel did not receive any cash incentive bonus in 2025. The following table sets forth the compensation awarded to, earned by, or paid to Holley’s Board of Directors during the fiscal year ended December 31, 2025:
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| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Matthew Rubel | 218,750 | 105,000 | 323,750 | | Anita Sehgal | 98,750 | 105,000 | 203,750 | | Michelle Gloeckler | 95,000 | 105,000 | 200,000 | | Ginger M. Jones | 108,750 | 105,000 | 213,750 | | Owen Basham(2) | 93,750 | 105,000 | 198,750 | | James Coady(2) | 83,750 | 105,000 | 188,750 | | Graham Clempson | 98,750 | 105,000 | 203,750 |
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| (1) The amounts provided represent the aggregate grant date fair value of RSUs granted as board compensation in 2025 under the 2021 Plan. The fair value of the annual 2025 RSU award to each non-employee director was $2.18 per share, which was equal to the price of the underlying common stock on the date of grant. |
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| (2) Director cash compensation attributable to Mr. Basham’s and Mr. Coady’s service was paid to Sentinel Capital Partners. In addition, awards of RSUs attributable to Mr. Basham’s and Mr. Coady’s service are held by Sentinel Capital Partners. |
EVP, General Counsel & Corporate Secretary
| PROPOSAL 1 | | Election of Directors | | Our Board is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. Class II directors, which consist of Ms. Jones and Mr. Coady served for a term expiring at this Annual Meeting. Class III directors, which consist of Messrs. Rubel, Basham, and Clempson, and Class I directors, which consist of Mses. Gloeckler and Sehgal and Mr. Stevenson, will serve for a term expiring at the 2027 and 2028 annual meeting of stockholders, respectively. At each succeeding annual meeting of stockholders, directors will be elected for a full term of three years to succeed the directors of the class whose terms expire at such annual meeting of the stockholders. There will be no limit on the number of terms a director may serve on the Board. | | There are two Class II directors whose term of office expires at the Annual Meeting. Our Nominating and Governance committee has recommended, and our Board has approved, Ginger Jones and Jim Coady as nominees for election as directors at the Annual Meeting. If elected at the Annual Meeting, each of these nominees would serve until the 2029 annual meeting of stockholders or until his or her successor has been duly elected and qualified, or, if sooner, until his or her earlier death, resignation removal, retirement, or disqualification. | | Each of the nominees has consented to serve as a director, if elected. We have no reason to believe that any of the nominees will be unavailable or, if elected, will decline to serve. If any nominee becomes unable or unwilling to stand for election as a director, proxies will be voted for any substitute as designated by the Board, or alternatively, the Board may reduce the size of the Board. | | Our Board recommends a vote “FOR” the election of each nominee. |
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Director Nominees For each of the two director nominees standing for election, the following describes certain biographical information and the specific experience, qualifications, attributes, or skills that qualify them to serve as our directors and, as applicable, the Board committees on which they serve.
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| Ginger M. Jones | 61 Former SVP and CFO, Cooper Tire & Rubber Company DIRECTOR SINCE 2021 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Audit Committee (Chair) | • Tronox Holdings plc | | • Compensation and Talent Committee | • Nordson Corporation | | BACKGROUND | | | Ms. Jones has served as a member of our Board since July 2021. Ms. Jones has been a member of the board of directors of Tronox Holdings plc (NYSE: TROX) since April 2018, and currently serves as its audit committee chair and member of the corporate governance and sustainability committee. Since December 2019, Ms. Jones has served as a member of the board of directors of Nordson Corporation (NASDAQ: NDSN), and currently serves on the audit committee and the compensation committee. From October 2013 to October 2020, Ms. Jones was a member of the board of directors of Libbey Inc. (NYSE: LBY), where she chaired its audit committee. Prior to her retirement in December 2018, Ms. Jones served as Vice President and Chief Financial Officer of Cooper Tire & Rubber Company (NYSE: CTB) beginning in December 2014 and was promoted to Senior Vice President and Chief Financial Officer in February 2016. At Cooper, Ms. Jones was responsible for Cooper’s financial operations, investor relations, business information systems, and corporate strategic planning. Prior to joining Cooper, Ms. Jones served as Senior Vice President and Chief Financial Officer of Plexus Corp. (NASDAQ: PLXS) from 2007 to 2014, and Vice President and Corporate Controller of Banta Corporation from 2002 to 2007 (formerly NYSE: BN). A certified public accountant, Ms. Jones began her career with Deloitte & Touche. Ms. Jones holds a Master of Business Administration from The Ohio State University and a Bachelor’s Degree in Accounting from the University of Utah. | | | Ms. Jones’ qualifications to serve on our Board include her substantial experience in accounting and finance, along with her extensive experience in senior management. | |
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| James D. Coady | 56 Partner, Sentinel Capital Partners DIRECTOR SINCE 2021 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Nominating and Governance Committee | None | | BACKGROUND | | | Mr. Coady has served as a member of our Board since July 2021 and, prior to the Business Combination, previously served as a director of Holley Intermediate since 2018. Mr. Coady is a partner of Sentinel Capital Partners. Prior to joining Sentinel in 1998, Mr. Coady spent three years as an associate at First Chicago Equity Capital, the private equity division of First Chicago NBD, and two years as an analyst at Alex. Brown & Sons. He currently serves as a director of Sentinel portfolio companies High Bar Brands, Empire Auto Parts and Spectrum Safety Solutions. He also served as a director of American West Restaurant Group, Cabi, Chase Doors, Checkers, Colson, Cottman, Engineered Controls, Falcon Holdings, Fasloc, Huddle House, Interim Healthcare, Massage Envy, Metro Dentalcare, Midwest Wholesale, Newk’s Eatery, Nivel, NorSun Food Group, Pet Supplies Plus, Quick Weight Loss Centers, RotoMetrics, Southern California Pizza, and Vintage Parts prior to Sentinel’s sale of these businesses. Mr. Coady holds an MBA from Northwestern University’s J.L. Kellogg Graduate School of Business and an AB from Harvard University. | | | Mr. Coady’s qualifications to serve on our Board include his experience related to private equity and transactional matters and post-acquisition oversight of operational performance at portfolio companies. | |
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Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
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| Matthew Rubel | 68 Chairman, Holley Inc.; Chairman of Executive Board, MidOcean Partners DIRECTOR SINCE 2020 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | None | • The Joint Corp, | | BACKGROUND | | | Mr. Rubel has served as the non-executive Chairman of our board of directors since May 2025. From February 2023 to May 2025, he served as Executive Chairman, and prior to that, he served as the Company’s non-executive Chairman following its business combination with Empower in July 2021. Prior to the Business Combination, Mr. Rubel served as Empower’s Chief Executive Officer and Chairman since August 2020. Mr. Rubel serves as the Chairman of MidOcean’s Executive Board since joining the firm in 2018, where he leads the Executive Board’s efforts to provide industry insights to MidOcean’s investment teams and portfolio companies. | | | Mr. Rubel is a renowned retail and brand leader, having led many successful global public and private businesses. Most recently, Mr. Rubel served as Chief Executive Officer, President, and Board Member of Varsity Brands, a leader in sport, spirit, and achievement products, which he spearheaded strategic integration efforts. Previously, Mr. Rubel served as Chairman, Chief Executive Officer and President of Collective Brands, Inc., which included Payless ShoeSource, Sperry Topsider, Saucony, Stride Rite, and Keds. Prior to Collective Brands, Mr. Rubel was Chairman, Chief Executive Officer, and President of Cole Haan LLC, from 1999 to 2005. Prior to Cole Haan, he served in senior management roles at J. Crew Group, Revlon, and Murjani International Ltd. | | | Mr. Rubel has been a director of numerous multinational retail and consumer branded companies. He currently serves as Executive Chairman of MidOcean’s portfolio company KidKraft, and also on the Boards of The Joint Corp. (NASDAQ: JYNT) and MidOcean’s portfolio company Image Skincare. He previously was an Independent Director at Hudson’s Bay Company (“HBC”), where he served on the Special Committee for HBC’s going-private transaction. Mr. Rubel also served as an Independent Director of HSNi, the holding company of HSN and Cornerstone Brands. In addition, Mr. Rubel served as an Independent Director at TreeHouse Foods, Inc., SUPERVALU, e.l.f. Beauty, and Furniture Brands, and as an advisor to early-stage technology and retail companies, including Celect, Inc., RetailNext, First Insight, and AfterPay. Mr. Rubel has also worked closely as a Senior Advisor with TPG Capital, TPG Growth, and Roark Capital. He was a presidential appointee to the White House Advisory Committee for Trade Policy Negotiation from 2010 to 2018. Mr. Rubel holds a Bachelor of Science from Ohio University and an MBA from the University of Miami. | | | Mr. Rubel’s qualifications to serve on our Board include his extensive business and management experience, along with his extensive private and public company board and committee experience. | |
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| Owen M. Basham | 40 Partner, Sentinel Capital Partners DIRECTOR SINCE 2021 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Compensation and Talent Committee | None | | • Nominating and Governance Committee | | | BACKGROUND | | | Mr. Basham has served as a member of our Board of Directors since July 2021 and, prior to the Business Combination, previously served as a director of Holley Intermediate since 2018. Mr. Basham is a partner of Sentinel Capital Partners. Prior to joining Sentinel in 2012, he spent two years in the restructuring and special situations group of Macquarie Capital and two years at Nancy Creek Capital, a lower middle market private equity and mezzanine debt firm. He currently serves as a director of Sentinel portfolio companies Empire Auto Parts, High Bar Brands, L2 Brands, and RefrigiWear. He previously served as a director of Altima Dental, Fazoli’s, GSM Outdoors, MB2 Dental, and SONNY’S Enterprises prior to Sentinel’s sale of these businesses. Mr. Basham holds a BS in Commerce from the University of Virginia’s McIntire School. | | | Mr. Basham’s qualifications to serve on our Board include his strong strategic leadership, business development, and financial skills. | |
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| Graham Clempson | 64 Vice Chairman, MidOcean Partners DIRECTOR SINCE 2023 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Compensation and Talent Committee (Chair) | None | | • Audit Committee | | | BACKGROUND | | | Mr. Clempson has served as a member of our Board since February 2023. Prior to that, he was an observer on the Board since the Business Combination. Prior to the Business Combination, Mr. Clempson served as Empower’s President and was a member of Empower’s Board of Directors. He is Vice Chairman of MidOcean, which he co-founded in 2003, and serves on MidOcean’s Executive Board with a focus on the firm’s Investment Strategy, Portfolio Management, and Business Development functions based in New York. Mr. Clempson previously served as a director at Bandier Holdings LLC and BC Brands LLC. Previously, Mr. Clempson was MidOcean’s European Managing Partner, based in London, from the firm’s inception until 2012. In addition to his role at MidOcean, Mr. Clempson serves as Managing Partner at Quartic Capital LLP, which he founded in 2012. Quartic Capital LLP invests in and manages complex portfolios of secondary private equity assets, in partnership with Coller Capital, a leading global secondary private equity investment firm. Prior to co-founding MidOcean, Mr. Clempson held various leadership positions in the European finance and private equity sectors, including CEO of Morgan Grenfell Private Equity, European Managing Partner of Deutsche Bank Capital Partners, and Co-Head of European Investment Banking at Deutsche Bank, with particular responsibility for the bank’s Financial Sponsor Coverage, Leveraged Finance, and High Yield departments. Mr. Clempson began his career at Bankers Trust Company in 1983. Mr. Clempson holds an MA in Law from Oxford University. | | | Mr. Clempson’s qualifications to serve on our Board include his strategic leadership, business development and financial skills. | |
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Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
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| Matthew J. Stevenson | 48 President and Chief Executive Officer, Holley Inc. DIRECTOR SINCE 2023 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | None | • None | | BACKGROUND | | | Mr. Stevenson currently serves as President and Chief Executive Officer and a Director, positions he has held since June 2023. Prior to joining the Company, Mr. Stevenson served as President of Blue Bird Corporation, a designer and manufacturer of school buses, since July 2021, and had served as President and Chief Executive Officer of Blue Bird since November 2021. From 2020 until he joined Blue Bird Corporation, Mr. Stevenson served as an independent advisor to Hyliion, Inc. in the commercial vehicle electric powertrain market and various private equity firms in the consumer services space. Mr. Stevenson also served as President of Terminix Residential from 2017 to 2019, which was a subsidiary of ServiceMaster Global Holdings, Inc. engaged in the business of providing termite and pest services to residential and commercial customers. Mr. Stevenson has served as a Board Member for National Pool Partners since 2021. Mr. Stevenson holds a Bachelor of Science degree in Management with a concentration in Marketing from Kettering University. He also has a Master of Business Administration degree from the Ross School of Business at the University of Michigan. | | | Mr. Stevenson’s qualifications to serve on our Board include his strategic leadership, business development and financial skills. | |
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| Michelle Gloeckler | 59 Former EVP, Walmart & Executive, Hershey DIRECTOR SINCE 2021 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Compensation and Talent Committee | • BJ’s Wholesale Club | | • Nominating and Governance Committee | | | BACKGROUND | | | Ms. Gloeckler has served as a member of our Board since July 2021, and from February 2023 to June 2023, she served as our Interim Chief Executive Officer. Prior to her appointment as Interim Chief Executive Officer, Ms. Gloeckler served as the Chair of each of the Board’s Compensation and Talent Committee and Nominating and Governance Committee. Ms. Gloeckler is a former retail executive with more than thirty years of experience in retail, consumer-packaged goods, merchandising, sourcing, manufacturing and strategy. In December 2021, Ms. Gloeckler was appointed as an independent member of the board of directors of Pairwise. Ms. Gloeckler has been a member of the board of directors of BJ’s Wholesale Club (NYSE: BJ) since September 2019, where she serves on the nominating and governance committee. From May 2021 through December 2024, Ms. Gloeckler served as a member of the board of directors of The Duckhorn Portfolio, Inc. (NYSE: NAPA), where she served as a Lead Director, Chair of Compensation Committee and on the audit committee and nominating and corporate governance committee. Ms. Gloeckler served as an independent director on Benson Hill Biosystems, Inc.’s board and audit committee from 2019 to 2021 and was the Chief Merchant & President International for Academy Sports & Outdoors, a sporting goods retailer, from August 2016 to January 2019. Ms. Gloeckler was an executive at Walmart Inc. (NYSE: WMT), from February 2009 to August 2016, where she held various executive roles. Most recently, she served as Executive Vice President, Consumables, Health and Wellness, and led their U.S. manufacturing initiative. Prior to that, Ms. Gloeckler held leadership roles at The Hershey Company, a global confectionery manufacturer. Ms. Gloeckler served on The University of Michigan Dean’s Advisory Council from 2015 to 2022. She holds a Bachelor’s Degree in Communication and Psychology from the University of Michigan. | | | Ms. Gloeckler’s qualifications to serve on our Board include her extensive business and management experience, along with her extensive private and public company board and committee experience. | |
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| Anita Sehgal | 53 EVP, Marketing & Communications, Houston Astros DIRECTOR SINCE 2022 | | | COMMITTEES | OTHER PUBLIC COMPANY BOARDS | | • Nominating and Governance Committee (Chair) | • None | | • Audit Committee | | | BACKGROUND | | | Ms. Sehgal has served as a member of our Board since May 2022. Ms. Sehgal is currently in her 12th year with the Houston Astros, currently serving as Executive Vice President, Marketing & Communications. In her role, Ms. Sehgal provides strategic leadership for the ballclub’s retail, advertising, marketing, communications, broadcasting, and alumni relations, including support for a broad variety of sponsorship, ticket, special event, community, and the Astros Golf Foundation and Texas Children’s Houston Open initiatives. Prior to joining the Houston organization, Ms. Sehgal spent over 20 years in various strategic marketing functions with several organizations, including FGL Sports, Best Buy and Academy Sports + Outdoors. Hailing from Canada’s Regina, Saskatchewan, Ms. Sehgal, who earned her United States citizenship in September of 2019, received a bachelor’s of business administration degree, with a focus in marketing and human resources, from the University of Regina. She plays an active role in several Houston-based organizations, including her position as a Board Member of WISE Houston. She recently wrapped up a 15 year tenure serving on the Board of Boys and Girls Club Houston – including representing their Executive Committee. She is also an active Marketing 50 member of World 50 and participates in Greater Houston Partnership Executive Women Program. Ms. Sehgal serves as an Independent Board Director with SkyZone and Reitman’s Canada Ltee. She is a member of Women’s Corporate Directors and NACD. In 2016, Ms. Sehgal was honored as one of Houston’s Top 15 Business Women by the National Diversity Council. In 2018, Ms. Sehgal was honored again by the National Diversity Council as the National Business Woman of the Year. She also received honors in 2018 as one of Texas Executive Women’s Women on the Move. In November 2021, Ms. Sehgal was celebrated with the Woman of Inspiration award by WISE Houston, and she was also recognized in both 2021 and 2022 by the National Diversity Council as a Power 50, for her contributions and commitment to both business and community. In 2023, Houston Woman’s Magazine honored Ms. Sehgal as one of 50 Women of Influence. | | | Ms. Sehgal’s qualifications to serve on our Board include her extensive business and marketing experience. | |
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| PROPOSAL 2 | | Ratification of The Appointment of Grant Thornton Llp As The Company’s Independent Registered Public Accounting Firm For Fiscal 2026. | | Grant Thornton LLP (“Grant Thornton”) has served as the Company’s independent registered public accounting firm since 2021 and had served as principal accountants to Holley Intermediate and its subsidiaries prior to the consummation of the Business Combination. Representatives of Grant Thornton are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they wish and be available to respond to appropriate questions from stockholders. | | As provided in the Audit Committee’s charter, the Audit Committee is responsible for directly appointing, retaining, replacing, and overseeing our independent registered public accounting firm. Our Audit Committee continuously evaluates the independence and effectiveness of Grant Thornton and its personnel, and the cost and quality of its audit and audit-related services. | | We are asking stockholders to ratify the Audit Committee’s selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2026. While such ratification is not required, the Board is submitting the selection of Grant Thornton to our stockholders for ratification as a matter of good corporate practice. If stockholders do not ratify the selection of Grant Thornton as our independent registered public accounting firm for the fiscal year ending December 31, 2026, our Audit Committee may reconsider the selection of Grant Thornton as our independent registered public accounting firm. Even if the selection is ratified, the Audit Committee may, in its discretion, select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders. | | Our Board of Directors recommends a vote “FOR” the ratification of the selection by the Audit Committee of Grant Thornton as our independent registered public accounting firm. |
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Independent Public Accountant The following is a summary of fees paid or to be paid to Grant Thornton for services rendered over the prior two fiscal years.
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| | FOR THE YEAR ENDED DECEMBER 31, 2025 | FOR THE YEAR ENDED DECEMBER 31, 2024 | | Audit Fees(1) | $1,420,000 | $1,197,542 | | Audit-Related Fees(2) | $89,400 | $7,200 | | Tax Fees(3) | $332,000 | $21,200 | | All Other Fees(4) | $8,900 | $— | | Total | $1,850,300 | $1,225,942 |
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| (1) Audit fees are the aggregate fees billed or expected to be billed for professional services rendered by the principal accountant for the audit of our annual financial statements for fiscal 2025 and 2024 and review of quarterly financial statements and for services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. |
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| (2) Audit-related fees are the aggregate fees billed or expected to be billed for each of fiscal 2025 and 2024 for professional services relating to comfort letters, consents, and assistance with and review of registration statement filings. |
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| (3) Tax fees are the aggregate fees billed or expected to be billed for each of fiscal 2025 and 2024 for tax compliance, tax advice, and tax planning. For fiscal 2025 and 2024, these services include assistance regarding tax audits. |
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| (4) All other fees are the aggregate fees billed or expected to be billed for each of fiscal 2025 and 2024 for products and services provided by the principal accountant that do not fall into one of the other three categories above. |
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Pre-Approval Policy The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy, under which the Audit Committee annually reviews and pre-approves the services that are expected to be provided by the outside auditor. Any engagement to provide audit or non-audit services that has not been pre-approved through that process must be specifically pre-approved by the Audit Committee if it is to be provided by the outside auditor. All of the services provided by Grant Thornton to us since their appointment were pre-approved by the Audit Committee. Audit Committee Report* The Audit Committee has reviewed and discussed our audited financial statements with management, and has discussed with our independent registered public accounting firm the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and SEC. Additionally, the Audit Committee has received the written disclosures and the letter from our independent registered public accounting firm, as required by the applicable requirements of the PCAOB, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. Based upon such review and discussion, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the last fiscal year for filing with the SEC. Submitted by: Audit Committee of the Board of Directors
Graham Clempson
| PROPOSAL 5 | | Approval of the 2021 Omnibus Incentive Plan, as Amended by the First Amendment (As Amended, The “Amended Plan”) To Increase The Number Of Authorized Shares Of Common Stock Reserved For Delivery Under The Amended Plan As Described In The Accompanying Proxy Statement. | | We are asking our stockholders to approve the Holley Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”), as amended by the First Amendment (the “First Amendment”) (the 2021 Plan as amended by the First Amendment is referred to as the “Amended Plan”). | | Summary of the First Amendment | | On March 16, 2026, the Board adopted the First Amendment to the 2021 Plan, subject to shareholder approval. The First Amendment will increase the number of shares of common stock of the Company (“Stock”) reserved for delivery under the Amended Plan by 5,000,000 shares of Stock, thereby increasing the shares of Stock reserved under the Amended Plan from 8,850,000 to 13,850,000. Under New York Stock Exchange rules, shareholder approval is required for increases to the number of shares reserved under the Amended Plan. The First Amendment will become effective upon shareholder approval. | | A summary of the material provisions of the Amended Plan, including the changes being made by the First Amendment, is set forth below, and a copy of the Amended Plan is set forth in Exhibit A. | | Background | | The 2021 Plan was initially effective as of April 7, 2021, which is the date the 2021 Plan was initially approved by the Board, and the 2021 Plan was initially approved by shareholders on July 14, 2021. The 2021 Plan does not have sufficient shares available to make annual grants to intended employees and non-employee directors, and the Board recommends that shareholders approve the Amended Plan in order to increase the number of shares available for grants to employees and non-employee directors of the Company. The Amended Plan will promote ownership in the Company by the employees, officers, and non-employee directors and other service providers of the Company and its subsidiaries and aligns the interests between these service providers and stockholders by permitting these service providers to receive compensation in the form of awards denominated in, or based on the value of, shares of the Company’s Stock. | | Information regarding our outstanding equity awards as of December 31, 2025 under the 2021 Plan is set forth in the section of this Proxy Statement entitled “Equity Compensation Plan”. Set forth below is additional information about awards granted and earned under the 2021 Plan over the past three years. |
Graham Clempson
| | Fiscal Year 2023 | Fiscal Year 2024 | Fiscal Year 2025 | | Stock Options Granted | — | — | — | | Time-Based Restricted Stock Unit Awards Granted | 2,148,375 | 918,745 | 3,309,346 | | Actual Performance-Based Restricted Stock Unit Earned | 649,838 | — | — | | Weighted Average Common Shares Outstanding at Fiscal Year End | 117,378,854 | 118,441,580 | 119,213,277 | | Burn Rate | 2.4% | 0.8% | 2.8% |
Graham Clempson
| Purpose of Plan | | | The purpose of the Amended Plan is to enhance our ability to attract and retain the types of directors, employees and consultants who will contribute to our long range success; provide incentives that align the interests of directors, employees and consultants with those of the Company stockholders; and promote the success of our business. We believe that the Amended Plan is essential to our success. Equity awards are intended to motivate high levels of performance and align the interests of the Company directors, employees and consultants with those of the Company’s stockholders by giving directors, employees and consultants the perspective of an owner and providing a means of recognizing their contributions to our success. Our Board and management believe that equity awards are necessary to remain competitive in our industry and are essential to recruiting and retaining the highly qualified individuals who help us meet our goals. | | | Best Practices of the Plan | | | The Amended Plan and our related governance practices and policies include many features that are designed to protect stockholder interests. A summary of these features follows, and a more detailed description of the features is included under the heading “Summary of the Amended Plan” below. The summaries in this proposal do not provide a complete description of all the provisions of the Amended Plan and are qualified in their entirety by reference to the full text of the Amended Plan, which is attached to this proxy statement/prospectus as Exhibit A. | | | • | No Repricing. The Amended Plan prohibits the repricing of awards, including cash buyouts, without stockholder approval. | | • | No Discounted Stock Options or Stock Appreciation Rights. Except with respect to substitute awards granted in connection with a corporate transaction, all stock options and stock appreciation rights must have an exercise price or base price equal to or greater than the fair market value of the underlying shares of common stock on the date of grant. | | • | Limitation on Term of Stock Options and Stock Appreciation Rights. The maximum term of a stock option or stock appreciation right under the Amended Plan is 10 years. | | • | Clawback. Awards granted under the Amended Plan will be subject to our clawback and/or recoupment policies in effect from time to time or as otherwise required by applicable law. | | • | No Automatic Grants. The Amended Plan does not provide for automatic grants to any participant. | | • | No Tax Gross-Ups. The Amended Plan does not provide for any tax gross-ups. | | • | Double-Trigger Vesting. The Amended Plan provides that the vesting of awards that are assumed or substituted in connection with a change in control only accelerate as a result of the change in control if a participant experiences a qualifying termination within two years following the change in control. | | • | Future Increases to Share Reserve Require Stockholder Approval. The Amended Plan provides that any increase in the share reserve available under the Incentive Amended Plan must be approved by our stockholders. | | Summary of the Amended Plan | | | The following summary is not a complete description of all provisions of the Amended Plan and is qualified in its entirety by reference to the complete text of the Amended Plan, which is attached to this proxy statement/prospectus as Exhibit A. | | | Plan Administration. The Amended Plan is administered by the Committee. Our Committee has the authority, among other things, to select participants, grant awards, determine types of awards, and terms and conditions of awards for participants, prescribe rules and regulations for the administration of the plan and make all decisions and determinations as deemed necessary or advisable for the administration of the Amended Plan. Our Committee may delegate certain of its authority as it deems appropriate, pursuant to the terms of the Amended Plan and to the extent permitted by applicable law, to our officers or employees, although any award granted to any person who is not our employee or who is subject to Section 16 of the Exchange Act must be expressly approved by the Committee. Our Committee’s actions will be final, conclusive and binding. | | | All directors and employees of the Company and its subsidiaries and consultants providing substantial services to the Company and its subsidiaries would be eligible to participate in the Amended Plan. | | | Authorized Shares. A total of 13,850,000 shares of Stock will be reserved and available for issuance under the Amended Plan, subject to adjustment in accordance with its terms. The maximum number of shares of Stock that may be issued in respect of incentive stock options will be 13,850,000. The number of shares of Stock reserved and available for issuance under the Amended Plan is subject to adjustment, as described below in the section titled “—Summary of the Plan—Adjustments.” Shares of Stock issued under the Plan may consist of authorized but unissued stock or previously issued shares. Shares of Stock underlying awards that are settled in cash, expire or are canceled, forfeited or otherwise terminated without delivery to a participant will again be available for issuance under the Amended Plan. Shares of Stock withheld or surrendered in connection with the payment of an exercise price of an award or to satisfy tax withholding will again become available for issuance under the Amended Plan. | | | Types of Awards. The types of awards that may be available under the Amended Plan are described below. All of the awards described below will be subject to the terms and conditions determined by our Committee in its sole discretion, subject to certain limitations provided in the Amended Plan. Each award granted under the Amended Plan will be evidenced by an award agreement, which will govern that award’s terms and conditions. | |
Graham Clempson
| Non-Qualified Stock Options. A non-qualified stock option is an option that is not intended to qualify as an incentive stock option in accordance with Section 422 of the Internal Revenue Code (the “Code”), as described below. An award of a non-qualified stock option grants a participant the right to purchase a certain number of shares of Stock during a specified term in the future, or upon the achievement of performance or other conditions, at an exercise price set by our Committee on the grant date. The term of a non-qualified stock option will be set by our Committee but may not exceed 10 years from the grant date. The exercise price may be paid using any of the following payment methods: (i) immediately available funds in U.S. dollars or by certified or bank cashier’s check; (ii) by delivery of stock having a value equal to the exercise price; (iii) a broker assisted cashless exercise; or (iv) by any other means approved by our Committee. The Amended Plan provides that unless otherwise specifically determined by the Committee, vesting of non-qualified stock options will be suspended during the period of any approved unpaid leave of absence by a participant following which the participant has a right to reinstatement and will resume upon such participant’s return to employment. The Amended Plan also provides that participants terminated for “cause” (as such term is defined in the Amended Plan) will forfeit all of their non-qualified stock options, whether or not vested. Participants terminated for any other reason will forfeit their unvested non-qualified stock options, retain their vested non-qualified stock options, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested non-qualified stock options, unless such non-qualified stock option expires sooner. The Amended Plan authorizes our Committee to provide for different treatment of non-qualified stock options upon termination than that described above, as determined in its discretion. No dividends or dividend equivalents will be paid on non-qualified stock options. | | Incentive Stock Options. An incentive stock option is a stock option that meets the requirements of Section 422 of the Code. Incentive stock options may be granted only to our employees or employees of certain of our subsidiaries and must have an exercise price of no less than 100% of the fair market value (or 110% with respect to a 10% stockholder) of a Share on the grant date and a term of no more than 10 years (or five years with respect to a 10% stockholder). The aggregate fair market value, determined at the time of grant, of our shares of Stock subject to incentive stock options that are exercisable for the first time by a participant during any calendar year may not exceed $100,000. The Amended Plan provides that unless otherwise specifically determined by our Committee, vesting of incentive stock options will be suspended during the period of any approved unpaid leave of absence by a participant following which the participant has a right to reinstatement and will resume upon such participant’s return to active employment. The Amended Plan also provides that participants terminated for “cause” will forfeit all of their incentive stock options, whether or not vested. Participants terminated for any other reason will forfeit their unvested incentive stock options, retain their vested incentive stock options, and will have one year (in the case of a termination by reason of death or disability) or 90 days (in all other cases) following their termination date to exercise their vested incentive stock options, unless such incentive stock option expires sooner. The Amended Plan authorizes our Committee to provide for different treatment of incentive stock options upon termination than that described above, as determined in its discretion. No dividends or dividend equivalents will be paid on incentive stock options. | | Restricted Stock. A restricted stock award is an award of restricted shares of Stock that does not vest until a specified period of time has elapsed, and/or upon the achievement of certain performance or other conditions determined by our Committee, and which will be forfeited if the conditions to vesting are not met. During the period that any vesting restrictions apply, transfer of the restricted shares of Stock is generally prohibited. Unless otherwise specified in their award agreement, participants generally have all of the rights of a stockholder as to the restricted shares of Stock, including the right to vote such shares, provided, that any cash or stock dividends with respect to the restricted shares of Stock will be withheld by us and will be subject to forfeiture to the same degree as the restricted shares of Stock to which such dividends relate. Except as otherwise determined by the Committee, no interest will accrue or be paid on the amount of any cash dividends withheld. The Amended Plan provides that unless otherwise specifically determined by our Committee, vesting of restricted stock awards will be suspended during the period of any approved unpaid leave of absence by a participant following which the participant has a right to reinstatement and will resume upon such participant’s return to employment. Except as otherwise determined by our Committee, in the event a participant is terminated for any reason, the vesting with respect to the participant’s restricted stock will cease, and as soon as practicable following the termination, we will repurchase all of such participant’s unvested restricted stock at a purchase price equal to the lesser of original purchase price paid for the restricted stock and the fair market value of a share, or if the original purchase price is equal to $0, the unvested restricted stock will be forfeited by the participant to us for no consideration. | | Restricted Stock Units. A restricted stock unit is an unfunded and unsecured obligation to issue shares of Stock (or an equivalent cash amount) to the participant in the future. Restricted stock units become payable on terms and conditions determined by our Committee and will vest and be settled at such times in cash, shares, or other specified property, as determined by our Committee. Participants have no rights of a stockholder as to the restricted stock units, including no voting rights or rights to dividends, until the underlying shares of Stock are issued or become payable to the participant. The Amended Plan provides that unless otherwise specifically determined by our Committee, vesting of restricted stock units will be suspended during the period of any approved unpaid leave of absence by a participant following which the participant has a right to reinstatement and will resume upon such participant’s return to employment. Except as otherwise provided by our Committee, in the event a participant is terminated for any reason, the vesting with respect to the participant’s restricted stock units will cease, each of the participant’s outstanding unvested restricted stock units will be forfeited for no consideration as of the date of such termination, and any stock remaining undelivered with respect to the participant’s vested restricted stock units will be delivered on the delivery date specified in the applicable award agreement. |
Graham Clempson
| No-Repricing of Awards. No awards under the Amended Plan may be repriced without stockholder approval. For purposes of the Amended Plan, “repricing” means any of the following (or any other action that has the same effect as any of the following): (i) changing the terms of the award to lower its exercise price or base price (other than on account of capital adjustments resulting from stock splits or similar events); (ii) any other action that is treated as a repricing under generally accepted accounting principles; and (iii) repurchasing for cash or canceling an award in exchange for another award at a time when its exercise price or base price is greater than the fair market value of the underlying stock. | | Summary of U.S. Federal Income Tax Consequences | | The following is a brief discussion of certain U.S. federal income tax consequences for awards granted under the Amended Plan. The Amended Plan is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, and it is not, nor is it intended to be, qualified under Section 401(a) of the Code. This discussion is based on current law, is not intended to constitute tax advice, and does not address all aspects of U.S. federal income taxation that may be relevant to a particular participant in light of his or her personal circumstances and does not describe foreign, state, or local tax consequences, which may be substantially different. Holders of awards under the Amended Plan are encouraged to consult with their own tax advisors. | | Non-Qualified Stock Options. The grant of a non qualified option will not result in taxable income to the participant. Except as described below, the participant will realize ordinary income at the time of exercise in an amount equal to the excess of the fair market value of the shares of stock acquired over the exercise price for those shares, and the Company will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise. | | The exercise of a non qualified option through the delivery of previously acquired shares will generally be treated as a non taxable, like kind exchange as to the number of shares surrendered and the identical number of shares received under the option. That number of shares will take the same basis and, for capital gains purposes, the same holding period as the shares that are given up. The value of the shares received upon such an exchange that are in excess of the number given up will be includible as ordinary income to the participant at the time of the exercise. The excess shares will have a new holding period for capital gain purposes and a basis equal to the value of such shares of Stock determined at the time of exercise | | Incentive Stock Options. The grant of an incentive stock option will not result in taxable income to the participant. The exercise of an incentive stock option will not result in taxable income to the participant provided that the participant was, without a break in service, an employee of the Company or a subsidiary during the period beginning on the date of the grant of the option and ending on the date three months prior to the date of exercise or ending one year prior to the date of exercise if the participant is disabled, as that term is defined in the Code. | | The excess of the fair market value of the shares of Stock at the time of the exercise of an incentive stock option over the exercise price is an adjustment that is included in the calculation of the participant’s alternative minimum taxable income for the tax year in which the incentive stock option is exercised. For purposes of determining the participant’s alternative minimum tax liability for the year of disposition of the shares of Stock acquired pursuant to the incentive stock option exercise, the participant will have a basis in those shares equal to the fair market value of the shares at the time of exercise. | | If the participant does not sell or otherwise dispose of the Stock within two years from the date of the grant of the incentive stock option or within one year after receiving the transfer of such shares of Stock, then, upon disposition of such shares of stock, any amount realized in excess of the exercise price will be taxed to the participant as capital gain, and the Company will not be entitled to any deduction. A capital loss will be recognized to the extent that the amount realized is less than the exercise price. | | If the foregoing holding period requirements are not met, the participant will generally realize ordinary income, and a corresponding deduction will be allowed to the Company, at the time of the disposition of the shares, in an amount equal to the lesser of (i) the excess of the fair market value of the shares of Stock on the date of exercise over the exercise price, or (ii) the excess, if any, of the amount realized upon disposition of the shares over the exercise price. If the amount realized exceeds the value of the shares on the date of exercise, any additional amount will be capital gain. If the amount realized is less than the exercise price, the participant will recognize no income, and a capital loss will be recognized equal to the excess of the exercise price over the amount realized upon the disposition of the shares. | | The exercise of an incentive stock option through the exchange of previously acquired shares of Stock will generally be treated in the same manner as such an exchange would be treated in connection with the exercise of a non qualified option; that is, as a non taxable, like kind exchange as to the number of shares given up and the identical number of shares received under the option. That number of shares will take the same basis and, for capital gain purposes, the same holding period as the shares that are given up. However, such holding period will not be credited for purposes of the one year holding period required for the new shares to receive incentive stock option treatment. Shares received in excess of the number of shares given up will have a new holding period and will have a basis of zero or, if any cash was paid as part of the exercise price, the excess shares received will have a basis equal to the amount of the cash. If a disqualifying disposition, which is a disposition before the end of the applicable holding period, occurs with respect to any of the shares received from the exchange, it will be treated as a disqualifying disposition of the shares with the lowest basis. |
Graham Clempson
| If the exercise price of an incentive stock option is paid with shares of Stock acquired through a prior exercise of an incentive stock option, gain will be realized on the shares given up and will be taxed as ordinary income if those shares have not been held for the minimum incentive stock option holding period, which holding period is two years from the date of grant and one year from the date of transfer, but the exchange will not affect the tax treatment, as described in the immediately preceding paragraph, of the shares received. | | Stock Appreciation Rights. The grant of an SAR will not result in taxable income to the participant. Upon exercise of an SAR, the amount of cash or the fair market value of shares of Stock received will be taxable to the participant as ordinary income, and a corresponding deduction will be allowed to the Company. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of exercise. | | Restricted Stock and Restricted Stock Units A participant who has been granted a full value award, which are awards such as restricted stock or restricted stock units, will not realize taxable income at the time of grant, and the Company will not be entitled to a deduction at that time, if the grant is subject to a risk of forfeiture or other restrictions that will lapse upon the achievement of other objectives, assuming that the restrictions constitute a “substantial risk of forfeiture” for U.S. income tax purposes. Upon the later of the delivery of or vesting of shares subject to an award, the holder will realize ordinary income in an amount equal to the then fair market value of those shares, and the Company will be entitled to a corresponding deduction. Gains or losses realized by the participant upon disposition of such shares will be treated as capital gains and losses, with the basis in such shares equal to the fair market value of the shares at the time of vesting. Dividends paid to the holder during the restriction period will also be compensation income to the participant and deductible as such by the Company. | | Other Stock-Based Awards. The tax effects related to other stock-based awards under the Amended Plan are dependent upon the structure of the particular award. | | Withholding. Pursuant to the Amended Plan, the Company may deduct, from any payment or distribution of shares under the Amended Plan, the amount of any tax required by law to be withheld with respect to such payment, or may require the participant to pay such amount to the Company prior to, and as a condition of, making such payment or distribution. Subject to rules and limitations established by the Compensation Committee, a participant may elect to satisfy the withholding required, in whole or in part, either by having the Company withhold shares of Stock from any payment under the Amended Plan or by the participant delivering shares of the Company to the Company. However, the number of such shares used to satisfy the withholding obligation with respect to the exercise of a stock option may not be more than the number required to satisfy the Company’s minimum statutory withholding obligation based on minimum statutory withholding rates for U.S. federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income. Any election must be made in writing on or before the date when the amount of taxes to be withheld is determined. The portion of the withholding that is satisfied with shares will be determined using the fair market value shares of shares of Stock on the date when the amount of taxes to be withheld is determined. | | The use of shares of Stock to satisfy any withholding requirement will be treated, for U.S. income tax purposes, as a sale of such shares for an amount equal to the fair market value of the shares on the date when the amount of taxes to be withheld is determined. If previously owned shares of Stock of the Company are delivered by a participant to satisfy a withholding requirement, the disposition of such shares would result in the recognition of gain or loss by the participant for tax purposes, depending on whether the basis in the delivered shares is less than or greater than the fair market value of the shares at the time of disposition. | | Limitations on Employer’s Compensation Deduction. Section 162(m) of the Internal Revenue Code limits the U.S. income tax deduction of annual compensation in excess of $1 million paid to “covered employees” of the Company, with some limited exceptions for compensation paid pursuant to certain arrangements in place on November 2, 2017. Our covered employees generally include anyone who (i) was the CEO or CFO at any time during the year, (ii) was one of the other NEOs who was an executive officer as of the last day of the fiscal year, and (iii) was a covered employee for any previous year after 2016. | | Change in Control. Any acceleration of the vesting or payment of awards under the Amended Plan in the event of a change in control in the Company may cause part or all of the consideration involved to be treated as an “excess parachute payment” under the Code, which may subject the participant to a 20% excise tax and preclude deduction by a subsidiary. | | Deferred Compensation. Awards granted pursuant to the Amended Plan are generally not intended to constitute “deferred compensation” subject to Section 409A of the Code. If an award does constitute “deferred compensation,” it is intended to comply and be administered in a manner in compliance with Section 409A of the Code. A violation of Section 409A of the Code may subject a participant to immediate taxation of an award plus a 20 percent excise tax and interest. Any provision of the Amended Plan that would cause the grant of an award or the payment, settlement or deferral thereof to fail to satisfy Section 409A shall be amended to comply with Section 409A on a timely basis, which may be made on a retroactive basis, in accordance with regulations and other guidance issued under Section 409A. | | New Plan Benefits | | The benefits that will be awarded or paid in the future, including to the Company executive officers, under the Amended Plan are not currently determinable. Such awards are within the discretion of the plan administrator, and the plan administrator has not determined future awards or who might receive them. | | Our Board of Directors recommends a vote “FOR” the Amended Plan proposal. |
Graham Clempson
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($)(1) | BONUS ($)(2)(6) | STOCK AWARDS ($)(3)(6) | NON-EQUITY INCENTIVE COMPENSATION ($)(4)(6) | ALL OTHER COMPENSATION ($)(5)(6) | TOTAL ($) | | Matthew J. Stevenson President and Chief Executive Officer | 2025 | $700,000 | $— | $2,944,630 | $700,000 | $37,107 | $4,381,737 | | | 2024 | $683,846 | $358,077 | $— | $— | $33,438 | $1,075,361 | | Jesse Weaver Chief Financial Officer | 2025 | $473,923 | $— | $1,553,821 | $335,000 | $20,465 | $2,383,209 | | | 2024 | $424,967 | $146,396 | $652,496 | $— | $7,702 | $1,231,561 | | Carly Kennedy EVP, General Counsel and Corporate Secretary | 2025 | $328,000 | $— | $912,662 | $131,200 | $25,440 | $1,397,302 | | | 2024 | $320,428 | $89,884 | $492,000 | $— | $22,629 | $924,941 |
Graham Clempson
| | | | | | Value of initial fixed $100 investment based on: | | | Year | Summary Compensation Table (“SCT”) Total for PEO(1) | Compensation Actually Paid (“CAP”) to PEO(2) | Average Summary Compensation Table Total for non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(4) | Total Shareholder Return(5) | Net Income (Loss)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2025 | $4,381,737 | $7,130,002 | $1,890,256 | $2,493,611 | $84.80 | $19,175 | | 2024 | $1,075,361 | $(3,042,239) | $1,078,251 | $105,071 | $62.01 | $(23,235) |