DEF 14A of Hyliion Holdings Corp., Apr 8, 2026

DEF 14A of Hyliion Holdings Corp.

Filed Apr 8, 2026 · FY20250001628280-26-024125

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS In accordance with our Bylaws, the Board has fixed the number of directors currently constituting the Board at eight. Our Board is currently staggered, which means that only one class of directors is up for election in any given year. At the Annual Meeting, our Class III directors, Rodger Boehm, Mary Gustanski, and Robert Knight, Jr., who currently serve as directors on the Board, are up for election. Our Board, based on the recommendation of the Nominating and Corporate Governance Committee, proposes that Mr. Boehm, Ms. Gustanski, and Mr. Knight be elected at the Annual Meeting, with each holding office until the 2029 Annual Meeting of Stockholders or until their respective successors are elected and qualified. Biographical information about each of the nominees and a discussion of the qualifications, attributes and skills of each nominee is contained in the following section. If you are a stockholder of record and you sign your proxy card or vote by telephone or over the Internet but do not give instructions with respect to the voting of directors, your shares will be voted “FOR” the election of Mr. Boehm, Ms. Gustanski, and Mr. Knight. Mr. Boehm, Ms. Gustanski, and Mr. Knight have accepted such nomination; however, in the event that a nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxies will be voted for any nominee who shall be designated by the Board to fill such vacancy, or the Board may reduce the size of the Board. If you are a beneficial owner holding your shares in street name and you do not give voting instructions to your broker, bank or other intermediary, that organization will leave your shares unvoted on this matter. The Board of Directors recommends a vote “FOR” the election of Mr. Boehm, Ms. Gustanski, and Mr. Knight.

  2. CORPORATE GOVERNANCE: THE BOARD AND MANAGEMENT

    CORPORATE GOVERNANCE: THE BOARD AND MANAGEMENT

  3. Board and Corporate Governance Developments

    Board and Corporate Governance Developments In 2025, we continued to evolve our Board composition and corporate governance practices toward best practices and alignment with the Company’s strategic direction and objectives.

  4. Board Leadership

    Board Leadership The roles of Board Chair and Chief Executive Officer are currently separated. Although the Board believes that there are advantages to having an independent Board Chair, the Board has no policy regarding the separation of the roles of Chair and Chief Executive Officer and considers the duties of these roles and whether they should be combined or separated, during succession planning. We believe our approach is appropriate because it allows the Board to select a Chair and leadership structure, from time to time, based on the criteria that it deems in the best interests of the Company and its stockholders. In the event the Board elects as its Chair a director who is not independent, the Board shall also designate a lead director who is independent.

  5. Directors

    Directors Our directors, their ages and committee memberships are as follows:

  6. Directors

    | Name | Age | Position | | Employee Directors | | | | Thomas Healy(4) | 33 | Chief Executive Officer and Director | | Non-Employee Directors | | | | Rodger Boehm(1)(4) | 66 | Director | | Jeffrey Craig(3) | 65 | Chair of the Board of Directors | | Vincent Cubbage(2*)(3) | 61 | Director | | Richard Freeland(2)(4) | 68 | Director | | Mary Gustanski(1)(4*) | 63 | Director | | Robert Knight, Jr.(1*)(5) | 68 | Director | | Melanie Trent(2)(3*) | 61 | Director |

  7. Directors

    ____________ (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating and Corporate Governance Committee (4) Member of the Technology Committee (5) Audit Committee Financial Expert * Committee Chair

  8. DIRECTORS UP FOR RE-ELECTION

    DIRECTORS UP FOR RE-ELECTION Rodger Boehm. Mr. Boehm has served as a director of the Board since March 2023. Mr. Boehm was a senior partner at McKinsey & Company, Inc. where he spent 31 years in a variety of roles in increasing responsibility. He led client service for leading global institutions helping companies to significantly improve their revenue, cost, and service performance. Mr. Boehm currently serves on the board of directors of Ruggable and FreightCar America, and he also served on the board of directors of Meritor Inc. from 2017 to 2023. Mr. Boehm holds a bachelor of science degree from Purdue University and a master of business administration degree from Harvard University. Mary Gustanski. Ms. Gustanski has served as a director of the Board since August 2021. Ms. Gustanski spent over 39 years in the automotive industry. She retired in 2019 as the Senior Vice President and Chief Technology Officer for Delphi Technologies, formerly Delphi Automotive. In this role, Ms. Gustanski was responsible for the company’s innovation and global technologies, including advanced propulsion systems for future vehicle electrification. Prior to this role, she served as Vice President, Engineering & Program Management for Delphi Automotive, which spun off its propulsion business to become Delphi Technologies in 2019. Ms. Gustanski holds a bachelor’s degree in Mechanical Engineering and a master’s degree in Manufacturing Management from Kettering University. Robert Knight, Jr. Mr. Knight has served as a director of the Board since October 2020. Mr. Knight served as Chief Financial Officer of Union Pacific Corporation (NYSE: UNP), a transportation company that primarily operates one of the largest railroads in North America, from 2004 until his retirement in 2019. Mr. Knight has served as a director of Schneider National, Inc. (NYSE: SNDR), a transportation and logistics company, since April 2020, Carrix, Inc., a privately-held marine terminal and rail operator company, from February 2020 to December 2022, and Canadian National Railway Company (NYSE: CNI) since May 2022. Mr. Knight holds a bachelor’s degree in business administration from Kansas State University and an M.B.A. from Southern Illinois University.

  9. DIRECTORS NOT UP FOR RE-ELECTION

    DIRECTORS NOT UP FOR RE-ELECTION Jeffrey Craig. Mr. Craig has served as a director of the Board since January 2022. Mr. Craig served as Executive Chairman of the Board of Meritor, Inc. (NYSE: MTOR) (“Meritor”) until December 31, 2021 and Chief Executive Officer and President of Meritor from April 2015 to February 28, 2021. He previously served Meritor as President and Chief Operating Officer from June 2014 to March 2015; Senior Vice President and President, Commercial Truck and Industrial from February 2013 to May 2014; Senior Vice President and Chief Financial Officer from February 2009 to January 2013; Acting Controller from May 2008 to January 2009; Senior Vice President and Controller from May 2007 to April 2008; and Vice President and Controller from May 2006 to April 2007. Prior to joining Meritor, Mr. Craig served as President and Chief Executive Officer of General Motors Acceptance Corp. (“GMAC”) Commercial Finance (commercial lending service) from 2001 to April 2006. Prior to that, he served as President and Chief Executive Officer of GMAC’s Business Credit division from 1999 to 2001. He joined GMAC as a general auditor in 1997 from Deloitte & Touche, where he served as an audit Partner. Mr. Craig has been a director of Arcosa, Inc. (NYSE: ACA) (manufacturer of infrastructure-related products) since September 2018, where he serves as chair of the audit committee and has been a director of Baxter International Inc. (NYSE: BAX) (multinational healthcare company) since September 2024, where he serves as chair of the audit committee. Mr. Craig holds a bachelor’s degree in accounting from Michigan State University and an M.B.A. from Duke University. Vincent Cubbage. Mr. Cubbage is Executive Chairman and Chief Financial Officer of EGH Acquisition Corp. and Managing Partner of Energy Growth Holdings LLC. He has more than 30 years of experience in energy, infrastructure, and investment management, having previously served as Chairman and CEO of Tortoise Acquisition Corp., which merged with Hyliion Inc. (“Legacy Hyliion”) in October 2020; Tortoise Acquisition Corp. II, which merged with Volta Inc. and later Shell USA, Inc.; and Tortoise Ecofin Acquisition Corp. III. Mr. Cubbage was the founder and CEO of the private equity firm Lightfoot Capital Partners from 2006 to 2019 and served as Chairman and CEO of its portfolio company Arc Logistics as well as a director of International Resource Partners. Earlier in his career, he held senior investment banking roles at Banc of America Securities and Salomon Smith Barney. Mr. Cubbage has served as a director of EGH Acquisition Corp. since May 2025. He holds an MBA from the American Graduate School of International Management and a BA from Eastern Washington University. Richard Freeland. Mr. Freeland has served as a director of the Board since March 2023. Mr. Freeland served as President and Chief Operating Officer of Cummins Inc., (NYSE: CMI), a global manufacturer of engines, power systems, and related components, from July 2014 to October 2019, prior to which he served in various senior leadership positions, including Vice President of the Engine Business from 2010 to 2014, President of the Components Group from 2008 to 2010, and President of Worldwide Distribution Business from 2005 to 2008. Mr. Freeland serves on the board of directors of Cooper-Standard Holdings Inc. (NYSE: CPS), as Chairman on the board of directors of Valvoline Inc. (NYSE: VVV), and on the Purdue University, Mitch Daniels School of Business Advisory Council. Mr. Freeland holds a bachelor of science degree from Purdue University and a master of business administration degree from Indiana University. Thomas Healy. Mr. Healy has served as our Chief Executive Officer since October 2020 and prior to this, served as Chief Executive Officer of Legacy Hyliion since January 26, 2016. While at the Company, Mr. Healy has been awarded numerous patents and accolades for his leadership. Mr. Healy founded Legacy Hyliion while studying to obtain a Master’s in mechanical engineering and had previously founded multiple start-ups during his undergraduate studies. He took a leave of absence during his Master’s program in 2015 to found Legacy Hyliion. Mr. Healy holds a B.S. degree in Mechanical Engineering with a double-major in engineering and public policy from Carnegie Mellon University. In 2023, Mr. Healy was invited to join the Carnegie Mellon University Board of Trustees, where we continues to serve today. Melanie Trent. Ms. Trent has served as a director of the Board since March 2023. Ms. Trent served in various legal, administrative, and compliance roles for Rowan Companies plc (now part of Valaris plc), a global offshore contract drilling company, from 2005 to April 2017, including as Executive Vice President, General Counsel and Chief Administrative Officer from 2014 to April 2017, as Senior Vice President, Chief Administrative Officer and Company Secretary from 2011 to 2014, and as Vice President and Corporate Secretary from 2010 to 2011. Prior to joining Rowan, she served in various legal, administrative and investor relations roles for Reliant Energy Incorporated. Ms. Trent also serves as Lead Director of Diamondback Energy, Inc. (NASDAQ:FANG), an independent oil and natural gas company, since 2018, and as a director of Arcosa, Inc. (NSYE: ACA), a provider of infrastructure-related products and services, since 2018. Ms. Trent previously served on the boards of Noble Corp (NYSE:NE) from February 2021 until its merger with Maersk Drilling in October 2022, and Frank’s International from 2019 until its merger with Expro in October 2021. She also serves on the board of directors of the Houston Endowment, Inc. Ms. Trent holds a bachelor's degree in Italian from Middlebury College and a juris doctorate degree from Georgetown University Law Center.

  10. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In March 2025, our Board approved the 2025 compensation program for our non-employee directors as follows: •an annual cash retainer equal to $75,000, paid in four equal quarterly installments; •additional cash compensation for the chair of the Board, in the amount of $50,000, the chair of the Audit Committee, in the amount of $25,000 and for all other committee chairs, in the amount of $15,000; and •an award of restricted stock units equal to $125,000, granted based on fair market price on the date of grant of $2.09. The table below discloses non-employee director compensation for the fiscal year 2025.

  11. DIRECTOR COMPENSATION

    | | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Rodger Boehm | $75,000 | $125,000 | $200,000 | | Jeffrey Craig | $125,000 | $125,000 | $250,000 | | Vincent Cubbage | $90,000 | $125,000 | $215,000 | | Richard Freeland | $75,000 | $125,000 | $200,000 | | Mary Gustanski | $90,000 | $125,000 | $215,000 | | Robert Knight, Jr. | $100,000 | $125,000 | $225,000 | | Melanie Trent | $90,000 | $125,000 | $215,000 |

  12. DIRECTOR COMPENSATION

    (1) Amounts in this column represent the annual cash retainer earned in 2025 for service on the Board and additional fees for service as follows: Mr. Craig as chair of the Board, Mr. Knight as chair of the Audit Committee, Ms. Trent as chair of the Nominating and Corporate Governance Committee, Mr. Cubbage as chair of the Compensation Committee, and Ms. Gustanski as chair of the Technology Committee. (2) Amounts in this column represent the grant date fair market value of RSUs granted during 2025, valued based on the closing price of our common shares on the date of grant of $2.09. The director compensation program for our non-employee directors for 2026 is substantially consistent with the 2025 program. The Board reviews director compensation periodically to ensure that director compensation remains competitive such that we are able to recruit and retain qualified directors. See “Stock Ownership Guidelines” below for further detail on our director compensation stock ownership requirements.

  13. Compensation Overview

    | | WHAT WE DO | WHAT WE DON’T DO | | ✓ | Continually assess our compensation practices against the market, our competition, and alignment with stockholder interests.X | No hedging of our stock by employees, including executives or directors. | | ✓ | Maintain minimum stock ownership guidelines for executives and directors.X | No pledging of our stock by employees, including executives or directors. | | ✓ | Tie a substantial portion of our executive officers’ annual and long-term compensation to quantifiable measures of the Company’s performance.X | No excise tax gross-ups for severance benefits related to a change in control. | | ✓ | Require that performance-based compensation will not be earned unless at least a minimum threshold performance is achieved.X | No re-pricing or cash buyout of underwater stock options without stockholder approval. | | ✓ | Set maximum payout caps on our annual and long-term incentives.X | No excessive perquisites. | | ✓ | Pay for performance with 78% of our Chief Executive Officer’s target total pay opportunity being performance-based “at risk” compensation.X | No encouragement of excessive risk-taking through compensation programs. | | ✓ | Provide a minimum vesting period of at least one year for at least 95% of our equity awards.X | No supplemental executive retirement plans. | | ✓ | Limit perquisites and other benefits. | | | ✓ | Engage an independent consultant reporting directly to the Committee. | | | ✓ | Perform an annual compensation risk assessment. | | | ✓ | Maintain strict insider trading policies, incentive plan clawback policies, and black-out periods for executives and directors. | |

  14. Compensation Overview

    Role of Compensation Committee The Compensation Committee began its consideration of 2025 executive compensation by evaluating our compensation philosophy. The Compensation Committee affirmed our existing philosophy, reinforcing that our approach to compensation is fundamentally defined by our objective to attract, retain, and motivate the most talented and experienced executives possible in order to achieve business performance and value creation at a reasonable cost. The Compensation Committee seeks to leverage short-term and long-term variable compensation in line with performance to appropriately reward our NEOs for the value they create. The Compensation Committee does not believe that our compensation programs encourage risks that are reasonably likely to have a material adverse effect on the Company. This belief is based on the following: •Hyliion maintains a good balance of fixed and at-risk compensation, an appropriate balance of short-and long-term compensation, and a reasonable balance of cash and equity-based compensation. •Our compensation philosophy and strategy are reviewed by the Compensation Committee on an annual basis to align executive compensation with our business strategy. •The Compensation Committee is solely comprised of independent directors, retains an independent compensation consultant for a balanced perspective and approves all pay decisions for our executive officers. •Our incentive plans have stated maximum payout levels that cap the payouts. •We maintain clawback policies that include compensation recovery beyond the minimum scope of the NYSE American’s clawback policy requirements. •Our stock ownership guidelines seek to encourage a long-term perspective by our executives and directors and alignment with our stockholders. •The Compensation Committee is directly involved in setting incentive plan goals and reserves the ability to use negative or positive discretion to lower compensation plan payouts. Elements of Compensation Our compensation strategy uses base salary, annual incentives, long-term incentives, and/or benefits to directly incentivize employee performance. Performance is generally measured by pre-defined metrics or qualitative evaluations (performance appraisals) in order to reward and align accountability for our executive officers and other senior managers in working toward the achievement of our financial, strategic and operational objectives. Accordingly, the Compensation Committee considers market compensation (overall and by element), Company performance, and individual performance, along with cost reasonableness, in setting executive compensation levels Role of Compensation Consultants The Compensation Committee has engaged Meridian Compensation Partners, LLC (“Meridian” or “Consultant”) as its independent compensation consultant since 2020. Meridian has advised the Compensation Committee on evolving best pay practices and pay ratio disclosure and provided competitive market data on executive officer compensation. As required under NYSE American listing rules, the Compensation Committee annually reviews the independence of the Consultant as part of its standard governance practice, including but not limited to the factors set forth in Section 240.10C–1(b)(4)(i) through (vi) under the Securities Exchange Act. The Compensation Committee has determined that the Consultant is independent and that its work does not raise any conflict of interest. Use of Peer Group Data As part of its engagement, Meridian benchmarked the target compensation levels of our NEOs to assess the competitiveness of our executive compensation programs in the markets in which we compete for talent, focusing in particular on base salaries, target annual incentive opportunities and long-term incentive opportunities. For 2025, Meridian compared our programs in these areas to a custom peer group comprised of 16 publicly-traded companies. These peer companies were generally in line with Hyliion’s size, related industry and growth stage and were used in determining 2025 compensation. The peer group below was reviewed and approved by the Compensation Committee for use in benchmarking officer compensation, including NEOs, for reference in determining target compensation amounts for 2025. The Compensation Committee considered compensation data from the proxy statements and other compensation disclosures of these companies when setting 2025 executive officer compensation, including NEOs. Specifically, the Compensation Committee considered this peer group data when establishing overall compensation packages for our NEOs and each element of compensation within those packages for 2025 and, as part of our process, evaluated target total cash compensation for each NEO (base salary and target payments under our target annual incentive plan) and target total direct compensation for each NEO (base salary and target payments under our target annual incentive plan and long-term incentive plans). The Compensation Committee aims to set overall executive compensation, as well as each element of executive compensation, for each NEO at levels competitive with the peer group taking into consideration tenure, experience, performance, responsibilities, and expected contributions of each NEO.

  15. Compensation Mix and Target Compensation Structure

    | NAME | BASE SALARY | TARGET ANNUAL CASH INCENTIVE (% OF BASE SALARY) | TARGET ANNUAL CASH INCENTIVE | VALUE OF RSU GRANT(1) | SIGN-ON BONUS AND OTHER COMPENSATION(2) | | Thomas Healy | $650,000 | 100% | $650,000 | $2,178,596 | $— | | Jon Panzer | $450,000 | 75% | $337,500 | $638,487 | $— | | Joshua Mook | $400,000 | 70% | $280,000 | $1,603,663 | $250,000 |

  16. Compensation Mix and Target Compensation Structure

    | METRIC AND WEIGHTING | THRESHOLD | TARGET | ACHIEVED | % PAYOUT | | KARNO Generator Deliveries (60%) | 10 | 15 | Below Threshold | —% | | KARNO Generator Performance (30%) | 2 of 6 factors | 4 of 6 factors | Below Threshold | —% | | KARNO Cost Reduction (10%) | 20% | 30% | Below Threshold | —% | | Total | | | | —% |

  17. Compensation Mix and Target Compensation Structure

    Individual Performance Metrics and Overall Annual Incentive Achievement and Payout Despite falling short of threshold performance goals for the formulaic portion of the annual incentive program, certain officers did achieve key individual operational/strategic performance goals resulting in a payout for the individual performance component of our annual incentive program related to engineering, product development, manufacturing, regulatory and other internal priorities set out for 2025. Details regarding the individual performance achieved by each NEO are indicated below.

  18. Compensation Mix and Target Compensation Structure

    | NAME | INDIVIDUAL GOALS AND ACHIEVEMENTS | TOTAL ANNUAL CASH INCENTIVE PAYOUT | TOTAL ANNUAL CASH INCENTIVE PAYOUT (% OF TARGET) | | Thomas Healy | Oversaw KARNO product development, testing, and initial customer deliveries; led company focus on improving system performance; supported qualification for 30% ITC and expanded government pipeline across the Navy and broader DoD; advanced customer engagement and data center strategy, driving increased demand; transitioned Linear Electric Motor manufacturing in-house; improved program management, supply chain, and operations to strengthen execution and accountability; continued development of company strategy, investor positioning, and long-term vision for KARNO commercialization. | $162,500 | 25% | | Jon Panzer | Oversaw development of KARNO commercialization roadmap and necessary systems; supported cost modeling efforts related to KARNO commercialization; oversaw U.S. government contracts and funding opportunities; established investor relations plan and participated in investor conferences; supported IT cloud and network governance and cybersecurity compliance; and developed equipment financing options for the Company. | $84,375 | 25% | | Joshua Mook | Completed initial BETA validation testing on performance and durability; incorporated BETA learnings with production ECRs; oversaw early production process development (additive and non-additive); oversaw KARNO Cloud go-live for data acquisition and over-the-air updates; staffed engineering team in cost-efficient and strategic manner; supported execution of government contracts. | $70,000 | 25% |

  19. Compensation Mix and Target Compensation Structure

    The purpose of the Company’s long-term incentive program is to align executive compensation with the creation of sustained shareholder value over a multi-year period. The program is designed to encourage decisions that support strategic execution, operational performance, and growth, while promoting retention of key executives. By emphasizing performance over a three-year horizon, the program reinforces management’s focus on achieving objectives that are expected to enhance shareholder returns over time. Performance Equity In 2025, the Compensation Committee awarded our NEOs with performance-based RSUs pursuant to the 2024 Equity Incentive Plan. The vesting of the RSUs is tied to the achievement of certain stock price thresholds being met or exceeded, as well as time-based restrictions. The Board believes that the performance-based RSU awards align management’s interests with those of the Company and its stockholders. Additional information regarding the equity awards provided to our NEOs during 2025 is set forth under the caption “Outstanding Equity Awards at the End of Fiscal Year 2025.” The 2025 award of performance-based RSUs are subject to the achievement of time-based and performance-based thresholds. The NEOs will meet the performance-based threshold if the Company maintains an average closing stock price over a 180-calendar day period (or 90 calendar days in the final six months ending December 31, 2027) for one share of common stock at or in excess of the price thresholds below:

  20. Compensation Mix and Target Compensation Structure

    | Common Stock Price Threshold | % of Target RSUs Vested | Cumulative % of Target RSUs Vested | | $4.00 | 20% of Target RSUs | 20% | | $5.00 | 30% of Target RSUs | 50% | | $6.00 | 50% of Target RSUs | 100% |

  21. Compensation Mix and Target Compensation Structure

    Upon meeting or exceeding the common stock price thresholds the NEOs must maintain employment with the Company as of the vesting dates in accordance with the vesting schedule. The chart below illustrates the performance equity granted to our NEOs for 2025 and the relevant vesting dates.

  22. Compensation Mix and Target Compensation Structure

    | | | SHARES VESTING BASED ON UNDERLYING CLOSING STOCK PRICE THRESHOLD MINIMUM $ PER SHARE OVER 180-CALENDAR-DAY (OR 90 CALENDAR DAYS IN THE SIX MONTHS ENDING DECEMBER 31, 2027) AVERAGE FROM FEBRUARY 18, 2025 TO DECEMBER 31, 2027 | | | | NAME | TOTAL PERFORMANCE RSU AWARDS | $4.00 | $5.00 | $6.00 | | Thomas Healy | 1,474,845 | 294,969 | 442,454 | 737,423 | | Jon Panzer | 432,237 | 86,447 | 129,671 | 216,119 | | Joshua Mook | 408,661 | 81,732 | 122,598 | 204,331 |

  23. Compensation Mix and Target Compensation Structure

    Time-Based Equity The Compensation Committee grants time-based equity to the executive officers to: •further align the interests of the executive officers with those of the Company’s stockholders by linking a component of compensation directly to Hyliion’s stock price; •ensure that the executive officers establish and maintain robust share ownership positions; and •establish a strong incentive for the executive officers to remain with the Company over the long term. Time-based equity is granted in the form of RSUs, which provide the right to receive shares of Hyliion common stock upon vesting, and generally only vest if the executive remains employed with Hyliion through each applicable vesting date. Except in the instance of sign-on or one-time grants, one third of the RSUs vest after one year and the remaining RSUs vest quarterly thereafter over the following two years. Mr. Mook received a retention RSU grant valued at $1,000,000 on the grant date of November 26, 2025 that vests 20% on each of the first and second anniversaries of the grant and 60% on the third anniversary. The award was granted to encourage Mr. Mook’s continued service and retention, recognizing his critical leadership in the development of the KARNO Power Module since its inception, as well as his extensive knowledge of key design elements and additive manufacturing processes. Stock Ownership Guidelines Stock ownership guidelines help foster a focus on long-term growth. Our Board believes that our executives and non-employee Directors should maintain a meaningful equity interest in Hyliion and has therefore adopted stock ownership guidelines. As indicated below, each executive team member and non-employee Director is required within five (5) years following the date of hire (for an executive) or first election or appointment (for a director), to own Hyliion shares having an aggregate value equal to at least:

  24. Compensation Mix and Target Compensation Structure

    For purposes of determining ownership levels, the following forms of equity interests in the Company are included: •Shares purchased by the individual on the open market. •Shares owned directly by the individual or his or her immediate family members residing in the same household. •Shares held in trust for the benefit of the individual or his or her immediate family members residing in the same household. •Shares owned through savings plans, such as the Company’s 401(k) plan or acquired through a Company Sponsored employee stock purchase plan. •Shares underlying unvested time-based restricted stock and restricted stock units held by the individual. •Shares underlying vested in-the-money stock options held by the individual in an amount equal to the number of shares issuable upon an exercise of such stock options. As of the date of this proxy statement, all NEOs and non-employee directors meet the requirements under the stock ownership guidelines. Clawback Policy The Company maintains a culture that emphasizes integrity and accountability and that reinforces the Company’s pay for performance compensation philosophy. In 2023, the Board adopted the Hyliion Holdings Corp. Clawback Policy (the “Clawback Policy”) designed to comply with Section 10D of the Securities Exchange Act, Exchange Act Rule 10D-1 and NYSE Listed Company Manual Section 303A.14. The Clawback Policy provides for the possibility of recoupment of certain executive incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the Board may require recoupment of any excess incentive compensation received by any current or former executive officers including the NEOs (“Covered Executives”) during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement. Recoupment may be in the form of: reimbursement of cash incentive compensation previously paid, recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity awards, offsetting of the recouped amount from any compensation otherwise owed by the Company to the Covered Executive, cancellation of outstanding vested or unvested equity awards, and/or any remedial and recovery action permitted by law, as determined by the Board. The amount to be recovered will be the excess of the incentive compensation paid to the Covered Executive based on the erroneous data over the incentive compensation that would have been paid to the Covered Executive had it been based on the restated results, computed without regard to taxes paid. In 2023, the Board also adopted the Hyliion Holdings Corp. Supplemental Clawback Policy (the “Supplemental Clawback Policy”), intended to provide for compensation recovery beyond the requirements of the Clawback Policy. The Supplemental Clawback Policy applies to certain executives and employees of the Company who are not already Covered Persons under the Clawback Policy (“Executive Officers”). Under the Supplemental Clawback Policy, in addition to the events of recoupment described in the Clawback Policy, if a Covered Individual (as defined in the Supplemental Clawback Policy) or an Executive Officer engages in an act of fraud or material misrepresentation which is directed at or has a direct or indirect impact on the Company, regardless of whether such act results in an accounting restatement, the Board may require reimbursement for or forfeiture of any incentive compensation, including any time-based cash or equity awards or rights, received by such Covered Individual or Executive Officer after having been deemed subject to this Policy by the Board. Relationship of Compensation Programs and Risk The Compensation Committee regularly evaluates all of the Company’s compensation programs and risk management policies and practices to ensure that they encourage intelligent risk-taking while discouraging imprudent risks. As part of its evaluation, the Compensation Committee reviews an annual risk assessment of these programs, policies and practices provided by Meridian. Based on its review, the Compensation Committee remains confident that our policies and programs do not encourage excessive or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on the Company. Changes to 2026 NEO Compensation For 2026, the Compensation Committee maintained Mr. Healy's base salary and target annual incentive at 2025 levels. His target long-term incentive award was set at $2,430,000 (targeted grant date face value), a reduction from $2,815,000 in 2025, reflecting alignment with the Company's compensation peer group. The targeted grant date face value differs from the ASC 718 accounting expense value reported in the compensation tables below, as the accounting expense is not determinable at the time awards are approved.

  25. Summary Compensation Table (“SCT”)

    Summary Compensation Table (“SCT”) The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the years ended December 31, 2025 and 2024.

  26. Summary Compensation Table (“SCT”)

    | Name and Principal Position | Year | Salary(1) | | Bonus(2) | | Stock Awards(3) | | Option Awards | | Non-Equity Incentive Plan Compensation(4) | | Nonqualified Deferred Compensation Earnings | All Other Compensation | | Total | | | Thomas Healy | 2025 | | 650,000 | | — | | 2,178,596 | | — | | 162,500 | $— | | — | | 2,991,096 | | Chief Executive Officer | 2024 | | 650,000 | | — | | 1,579,500 | | — | | 426,400 | $— | | — | | 2,655,900 | | Jon Panzer | 2025 | | 450,000 | | — | | 638,487 | | — | | 84,375 | $— | | — | | 1,172,862 | | Chief Financial Officer | 2024 | | 450,000 | | — | | 499,550 | | — | | 221,400 | $— | | — | | 1,170,950 | | Joshua Mook | 2025 | | 400,000 | | 250,000 | | 1,603,663 | | — | | 70,000 | $— | | — | | 2,323,663 | | Chief Technology Officer | 2024 | | 353,846 | | — | | 392,850 | | — | | 139,750 | $— | | — | | 886,446 |

  27. Summary Compensation Table (“SCT”)

    ____________ (1) Mr. Mooks’s salary in 2024 reflects an annual increase to $400,000 beginning on November 5, 2024. (2) For Mr. Mook, the amount for 2025 represents a retention bonus paid to incentivize his continued service for the Company during the critical period before commercialization of the KARNO generator. (3) The amounts in this column represent the aggregate grant date fair value of RSU awards and the portion of the performance-based RSU awards allocated for the indicated year performance period for each applicable NEO, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Pursuant to SEC rules, the amounts shown exclude the impact of estimated forfeitures related to time-based vesting conditions. The grant date fair values for the performance-based RSUs and RSUs do not necessarily correspond to the actual value that will be realized by the NEOs. The grant date fair value of the RSUs in 2025 was calculated using the closing stock price on the date of grant ($2.09 in February 2025 and $1.85 in November 2025). Messrs. Healy, Panzer, and Mook received grants of performance-based RSU awards of 1,010,168, 296,053, and 279,905, respectively, that will vest, subject to achievement of performance targets and time-based restrictions and were valued at $1.46 on the grant date (February 18, 2025). The grant date fair value of the RSUs in 2024 was calculated using the closing stock price on the date of grant ($1.11 in February 2024). Based upon the achievement of performance targets, Messrs. Healy, Panzer, and Govindaraj received grants of performance-based RSU awards of 1,316,250, 257,500, and 202,500, respectively, that will vest, subject to additional time-based restrictions. These performance targets were achieved as follows for each tranche: a) 20% on August 12, 2024 and certified by the Compensation Committee on August 13, 2024 (50% of these shares will vest on August 13, 2025 and 50% will vest on December 31, 2026); b) 30% on November 13, 2024 and certified by the Compensation Committee on November 14, 2024 (50% of these shares will vest on November14, 2025 and 50% will vest on December 31, 2026); and c) 50% on December 10, 2024 and certified by the Compensation Committee on December 11, 2024 (50% of these shares will vest on December 11, 2025 and 50% will vest on December 31, 2026). These RSUs were valued at $0.83 on the date of the grant (February 13, 2024) and were granted in lieu of 375,000 and 50,000 of the final tranche of performance-based RSUs granted in 2021 for Messrs. Healy and Panzer, respectively. (4) This column reflects amounts earned under our Annual Incentive Plan for 2025, but that were not actually paid out until March 2026.

  28. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table presents information regarding outstanding equity awards held by our NEOs as of December 31, 2025.

  29. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Option Awards | | | | Stock Awards | | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested(2) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested | | | Thomas Healy | — | — | $— | — | 519,534 | | 955,943 | 1,668,293 | | 3,069,659 | | Jon Panzer | — | — | $— | — | 215,974 | | 397,392 | 424,803 | | 781,638 | | Joshua Mook | — | — | $— | — | 723,800 | | 1,331,792 | 381,155 | | 701,325 |

  30. Outstanding Equity Awards at 2025 Fiscal Year-End

    ____________ (1) This column reflects unvested RSUs granted to the NEOs as of December 31, 2025 which vest as follows: (a) For Mr. Healy, 29% in February 2026, 12% quarterly from May 2026 to February 2027, and 5% quarterly from May 2027 to February 2028; (b) For Mr. Panzer, 30% in February 2026, 14% quarterly from May 2026 to February 2027, and 4% quarterly from May 2027 to February 2028; (c) For Mr. Mook, 7% in February 2026, 18% in November 2026, 16% in November 2027, 45% in November 2028, and the remainder 1 to 3% quarterly from May 2026 to February 2028. (2) The market value was calculated using the closing price of our common shares of $1.84 as of December 31, 2025. (3) This column reflects unvested performance RSUs granted to the NEOs as of December 31, 2025 which vest as follows: (a) For Mr. Healy, 39% in December 2026, with the remaining vesting subject to achievement of share price targets ranging from $4.00 to $6.00 through December 31, 2027; (b) For Mr. Panzer, 30% in December 2026, with the remaining vesting subject to achievement of share price targets ranging from $4.00 to $6.00 through December 31, 2027; (c) For Mr. Mook, 27% in December 2026, with the remaining vesting subject to achievement of share price targets ranging from $4.00 to $6.00 through December 31, 2027;

  31. Pay-Versus-Performance

    | Year | SCT Total Compensation for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average SCT Total Compensation for Non-PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2) | Value of Initial Fixed $100 Investment based on Total Shareholder Return (Company) ($) | Net Income ($ in thousands) | | 2025 | $2,991,096 | $1,159,810 | $1,748,263 | $1,259,221 | $78.63 | $(57,188) | | 2024 | $2,655,900 | $6,008,902 | $1,120,601 | $1,984,842 | $111.54 | $(52,048) | | 2023 | $1,711,250 | $(1,744,051) | $997,745 | $163,926 | $34.77 | $(123,510) |