DEF 14A of Hyliion Holdings Corp., Apr 8, 2025

DEF 14A of Hyliion Holdings Corp.

Filed Apr 8, 2025 · FY20240001759631-25-000081

Open on EDGAR

  1. ITEM 1 — ELECTION OF DIRECTORS

    ITEM 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 II directors, Jeffrey Craig and Richard Freeland, 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. Craig and Mr. Freeland be elected at the Annual Meeting, with each holding office until the 2028 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. Craig and Mr. Freeland. Mr. Craig and Mr. Freeland 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. Craig and Mr. Freeland.

  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 2024, we continued to evolve our Board composition and corporate governance practices toward best practices and alignment with the Company’s strategic direction and objectives as set forth below. Board Developments In February 2024, Andrew Card, Jr. and Stephen Pang resigned from our Board. Sec. Card pursued a new leadership role with The George & Barbara Bush Foundation and Mr. Pang resigned due to personal reasons. In connection with the resignations of Sec. Card and Mr. Pang, the Board voted to decrease the size of the Board from ten (10) members to eight (8) members. We believe that the current Board composition, skill set and amended Board size align with the current and future needs of the Company. Corporate Governance Developments In 2024, upon receipt of stockholder approval, the Company adopted the Hyliion 2024 Equity Incentive Plan (the “2024 Plan”). The 2024 Plan is an omnibus plan that provides for the grant of incentive stock options within the meaning of Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to eligible employees, directors and consultants, including employees and consultants of our affiliates. The Company ceased issuing awards under the Hyliion 2020 Equity Incentive Plan upon adoption of the 2024 Plan. The 2024 Plan is intended to compensate our executives for their long-term contributions to Company performance, based upon metrics that closely align with long-term stockholder value. Generally, our named executive officers (“NEOs”) receive annual grants of time-based and performance-based restricted stock units (“RSUs”). The Compensation Committee believes this design balances retention with the objective of incentivizing the attainment of financial and operational goals and aligning the interests of our NEOs with the interests of our stockholders. In addition, in 2024, the Compensation Committee awarded our NEOs with performance-based RSUs pursuant to the 2024 Plan. The vesting of these RSUs is tied to the achievement of certain stock price thresholds being met or exceeded, as well as time-based restrictions. In connection with awards, certain executives agreed to forfeit previously granted RSUs that were subject to vesting in 2024. The Board believes that the 2024 Plan and the performance-based RSU awards align management’s interests with those of the Company and its stockholders.

  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 as of March 13, 2025 are as follows:

  6. Directors

    | Name | Age | Position | | Employee Directors | | | | Thomas Healy(4) | 32 | Chief Executive Officer and Director | | Non-Employee Directors | | | | Rodger Boehm(1)(4) | 65 | Director | | Jeffrey Craig(3) | 64 | Chair of the Board of Directors | | Vincent Cubbage(2*)(3) | 60 | Director | | Richard Freeland(2)(4) | 67 | Director | | Mary Gustanski(1)(4*) | 62 | Director | | Robert Knight, Jr.(1*)(5) | 67 | Director | | Melanie Trent(2)(3*) | 60 | 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 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. 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 served as Chief Executive Officer and Chairman of Tortoise Acquisition Corp. from March 2019 to the completion of its initial business combination with Hyliion Inc. in October 2020, and has continued to serve on the Board. Mr. Cubbage is currently Managing Partner of Energy Growth Holdings LLC since December 2023. Mr. Cubbage served as Chief Executive Officer and Chairman of the board of directors of Tortoise Ecofin Acquisition Corp. III from February 2021 to September 2024, and as Managing Director, Private Energy of Tortoise Capital Advisors, L.L.C. from January 2019, and of Ecofin Investments, LLC from September 2020 to July 2023. Mr. Cubbage served as Chief Executive Officer and Chairman of Tortoise Acquisition Corp. II from July 2020 to the completion of its initial business combination with Volta Inc. in August 2021 and continued to serve on its board of directors as a director and as Co-Chairperson from March 2022, and as interim Chief Executive Officer from June 2022 to the completion of its merger with Shell USA, Inc. in March 2023. Mr. Cubbage was the founder and Chief Executive Officer of Lightfoot Capital Partners GP LLC from its formation in 2006 through its wind-up in December 2019. He served as Chief Executive Officer and Chairman of Arc Logistics GP LLC from October 2013 until its sale in December 2017. From 2007 to 2011, Mr. Cubbage served as a director of International Resources Partners LP. Prior to founding Lightfoot Capital, Mr. Cubbage was a Senior Managing Director in the Global Energy and Power Group of Banc of America Securities, where he worked from 1998 to 2006, and as a Vice President of Salomon Smith Barney, where he worked from 1994 to 1998. Mr. Cubbage received an M.B.A. from the American Graduate School of International Management and a B.A. 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 Valvoline Inc. (NYSE: VVV) and on the Purdue University, Krannert School of Management Advisory Council. Mr. Freeland holds a bachelor of science degree from Purdue University and a master of business administration degree from Indiana 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. Thomas Healy. Mr. Healy has served as our Chief Executive Officer since October 2020 and prior to this, served as Chief Executive Officer of Hyliion Inc., (“Legacy Hyliion”) since January 26, 2016. While leading the Company, Mr. Healy has been awarded numerous patents in the space of electrifying commercial vehicles. 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 pursue founding 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. Today, Mr. Healy continues his engagement with the university as a member of its Board of Trustees. 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 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.

  8. Directors

    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 company focused on construction, energy and transportation 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 as the chair 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.

  9. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION In March 2024, our Board approved the 2024 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 $86,719, granted based on fair market price on the date of grant of $1.11. The table below discloses non-employee director compensation for the fiscal year 2024.

  10. DIRECTOR COMPENSATION

    | | Fees Earned or Paid in Cash(1) | Stock Awards(2) | Total | | Rodger Boehm | $75,000 | $86,719 | $161,719 | | Andrew Card, Jr.(3) | $18,750 | $— | $18,750 | | Jeffrey Craig | $125,000 | $86,719 | $211,719 | | Vincent Cubbage | $90,000 | $86,719 | $176,719 | | Richard Freeland | $75,000 | $86,719 | $161,719 | | Mary Gustanski | $90,000 | $86,719 | $176,719 | | Robert Knight, Jr. | $100,000 | $86,719 | $186,719 | | Stephen Pang(3) | $18,750 | $— | $18,750 | | Melanie Trent | $90,000 | $86,719 | $176,719 |

  11. DIRECTOR COMPENSATION

    ____________ (1) Amounts in this column represent the annual cash retainer earned in 2024 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 2024, valued based on the closing price of our common shares on the date of grant of $1.11. (3) Sec. Card and Mr. Pang departed the Board effective February 13, 2024. The director compensation program for our non-employee directors for 2025 is substantially consistent with the 2024 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.

  12. 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 76% 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. | |

  13. Compensation Overview

    Role of Compensation Committee The Compensation Committee began its consideration of 2024 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 2024, Meridian compared our programs in these areas to a custom peer group comprised of 19 publicly-traded companies. These peer companies were generally in line with Hyliion’s size, related industry and growth stage and were used in determining 2024 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 2024. The Compensation Committee considered compensation data from the proxy statements and other compensation disclosures of these companies when setting 2024 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 2024 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.

  14. Compensation Overview

    To better align with Hyliion’s strategic shift, the Compensation Committee approved the following changes to the peer group in 2024, which was applied to market benchmarking analyses used as reference for establishing 2025 executive incentive compensation amounts, including NEOs. Specifically, Beam Global, Holley, Inc., Hyzon Motors Inc., Ideanomics, Inc., Lightning eMotors, Lion Electric, Motorcar Parts of America, Inc., Rogers, Stem, Stonebridge, Inc., Twin Disc, Inc., and Workhorse Group were removed. In their place, Bloom Energy Corporation, Preformed Line Products Company, Thermon Group Holdings, Inc., Shoals Technologies Group, Inc., ChargePoint Holdings, Inc., Blink Charging Co., Ballard Power Systems Inc., Electrovaya Inc., and Eos Energy Enterprises, Inc. were added to the peer group. Compensation data from this updated peer group was considered in determining the overall compensation for executive officers in 2024, including for NEOs, as further described in “Executive Compensation Review for 2025” below.

  15. Compensation Mix and Target Compensation Structure

    | NAME | BASE SALARY | TARGET ANNUAL CASH INCENTIVE | VALUE OF RSU GRANT(1) | SIGN-ON BONUS AND OTHER COMPENSATION | | Thomas Healy(2) | $650,000 | $650,000 | $1,579,500 | $— | | Jon Panzer(2) | $450,000 | $337,500 | $499,550 | $— | | Govindaraj Ramasamy(2)(3) | $380,000 | $266,000 | $392,850 | $183,438 |

  16. Compensation Mix and Target Compensation Structure

    | METRIC AND WEIGHTING | THRESHOLD | TARGET | ACHIEVED | % PAYOUT | | KARNO Generator Deliveries (50%) | 5 | ≥9 | 0 | 0% | | 2025 Order Backlog (40%) | 50 | ≥75 | 106 | 110% |

  17. Compensation Mix and Target Compensation Structure

    | NAME | INDIVIDUAL GOALS AND ACHIEVEMENTS | TOTAL ANNUAL CASH INCENTIVE PAYOUT | | Thomas Healy | Oversaw KARNO product development and testing of BETA design; secured commitments and letters of intent for early deployment KARNO generators and backlog; prepared for 2025 volume production ramp including additive printer throughput; worked on production design of KARNO generator; oversaw investor relations plan; and created a Company vision for leadership team and organization. | $426,400 | | Jon Panzer | Oversaw system and process implementations for U.S. government contracts; established investor relations plan; supported cybersecurity compliance and Company IT needs; further developed Company supply chain for KARNO production; and oversaw government affairs and contracting. | $221,400 | | Govindaraj Ramasamy | Secured customer contracts and letters of intent for early deployment KARNO generators and sales pipeline; strengthened sales and marketing organization with improved business processes; defined value packages for target markets, collaborated on technology roadmap, and planned product roadmap; and established infrastructure, processes, and capabilities for KARNO generator delivery. | $157,809 |

  18. Compensation Mix and Target Compensation Structure

    Long-Term Incentives In 2024, the Company adopted the Hyliion 2024 Equity Incentive Plan. The 2024 Plan is an omnibus plan that provides for the grant of incentive stock options within the meaning of Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to eligible employees, directors and consultants, including employees and consultants of our affiliates. The Company ceased issuing awards under the Hyliion 2020 Equity Incentive Plan upon adoption of the 2024 Plan. The 2024 Plan is intended to compensate our executives for their long-term contributions to Company performance, based upon metrics that closely align with long-term stockholder value. Generally, our executive officers, including NEOs, receive annual grants of time-based and performance-based RSUs. The Compensation Committee believes this design balances retention with the objective of incentivizing the attainment of financial and operational goals and aligning the interests of our NEOs with the interests of our stockholders. In addition, in 2024, the Compensation Committee awarded our NEOs with performance-based RSUs pursuant to the 2020 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. In connection with awards, certain executives agreed to forfeit previously granted RSUs that were expected to vest in 2024. The Board believes that the 2024 Plan and 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 2024 is set forth under the caption “Outstanding Equity Awards at the End of Fiscal Year 2024.” Performance Equity As noted above, our NEOs were awarded performance-based RSUs pursuant to the 2020 Plan. The award is 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 thirty-trading day period for one share of common stock at or in excess of the price thresholds below:

  19. Compensation Mix and Target Compensation Structure

    | Common Stock Price Threshold | % of Target RSUs Vested | Cumulative % of Target RSUs Vested | | $2.00 | 20% of Target RSUs | 20% | | $2.50 | 30% of Target RSUs | 50% | | $3.00 | 50% of Target RSUs | 100% |

  20. Compensation Mix and Target Compensation Structure

    Subsequent to the grant of these RSUs, the Company met or exceeded each of the common stock price thresholds and as a result, the performance-based metric for the vesting of the RSUs was met though the vesting remains subject to the NEOs maintaining 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 2024 and the relevant vesting dates.

  21. Compensation Mix and Target Compensation Structure

    | | | SHARES VESTING BASED ON UNDERLYING CLOSING STOCK PRICE THRESHOLD MINIMUM $ PER SHARE OVER 30-TRADING-DAY AVERAGE FROM FEBRUARY 13, 2024 TO DECEMBER 31, 2026 | | | | NAME | TOTAL RSU AWARDS | $2.00(1) | $2.50(2) | $3.00(3) | | Thomas Healy(4) | 1,316,250 | 263,250 | 394,875 | 658,125 | | Jon Panzer(5) | 257,500 | 51,500 | 77,250 | 128,750 | | Govindaraj Ramasamy | 202,500 | 40,500 | 60,750 | 101,250 |

  22. Compensation Mix and Target Compensation Structure

    (1) This target was achieved 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. (2) This target was achieved 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. (3) This target was achieved 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. (4) Mr. Healy forfeited 375,000 of the final tranche of performance-based stock awards granted in 2021 in lieu of this current grant. (5) Mr. Panzer forfeited 50,000 of the final tranche of performance-based stock awards granted in 2023 in lieu of this current grant. 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. 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:

  23. 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, Messrs. Healy, Craig, Cubbage and Knight meet the requirements under the stock ownership guidelines. All other NEOs and non-employee directors are currently on track to meet the requirements under the stock ownership guidelines within the time permitted. 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 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. The Board also adopted 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 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.

  24. 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 named executive officers during the years ended December 31, 2024 and 2023.

  25. 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(5) | | Total | | | Thomas Healy | 2024 | | 650,000 | | — | | 1,579,500 | | — | | 426,400 | $— | | — | | 2,655,900 | | Chief Executive Officer | 2023 | | 650,000 | | — | | 1,061,250 | | — | | — | $— | | — | | 1,711,250 | | Jon Panzer | 2024 | | 450,000 | | — | | 499,550 | | — | | 221,400 | $— | | — | | 1,170,950 | | Chief Financial Officer | 2023 | | 450,000 | | — | | 471,500 | | — | | — | $— | | — | | 921,500 | | Govindaraj Ramasamy | 2024 | | 336,154 | | 150,000 | | 392,850 | | — | | 157,809 | $— | | 33,438 | | 1,070,251 | | Chief Commercial Officer | 2023 | | — | | — | | — | | — | | — | $— | | — | | — |

  26. Summary Compensation Table (“SCT”)

    ____________ (1) Mr. Ramasamy’s salary in 2024 reflects the compensation he received beginning on February 5, 2024, the date on which he joined the Company. (2) For Mr. Ramasamy, the amount for 2024 represents a sign-on bonus paid as an inducement to join the Company. Mr. Ramasamy’s sign-on bonus was subject to repayment in the event that Mr. Ramasamy’s employment was terminated for cause (as defined in his offer letter) or if he chose to leave the employment of the Company within one year of the date of hire. (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 named executive officer, 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 named executive officers. Portions of the performance-based RSU awards granted in 2023 for Messrs. Healy and Panzer vest over two years from the date of grant. One-third of the remaining RSU awards vest on the first anniversary of the date of grant, and the remaining two-thirds vest quarterly over two years thereafter. 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 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. The grant date fair value of the performance-based RSUs and RSUs in 2023 was calculated using the closing stock price on the date of grant ($2.75 or $2.83 in February 2023). The grant date fair value of the performance-based RSU awards assumes (a) that target performance is achieved for the performance periods ended December 31, 2023 (as applicable) and (b) 100% vesting of the portion of the performance-based RSU award allocated for the performance periods ended December 31, 2023 (as applicable). (4) This column reflects amounts earned under our Annual Incentive Plan for 2024, but that were not actually paid out until March 2025. Mr. Ramasamy’s compensation reflects a proration beginning on February 5, 2024, the date on which he joined the Company. (5) For Mr. Ramasamy, the amount for 2024 represents relocation expenses paid as an inducement to join the Company.

  27. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table presents information regarding outstanding equity awards held by our named executive officers as of December 31, 2024.

  28. Outstanding Equity Awards at 2024 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 | — | — | $— | — | 438,750 | | 1,145,138 | 1,451,250 | | 3,787,763 | | Jon Panzer | — | — | $— | — | 319,666 | | 834,328 | 261,453 | | 682,392 | | Govindaraj Ramasamy | — | — | $— | — | 202,500 | | 528,525 | 202,500 | | 528,525 |

  29. Outstanding Equity Awards at 2024 Fiscal Year-End

    ____________ (1) This column reflects unvested RSUs granted to the named executive officers as of December 31, 2024 which vest as follows: (a) For Mr. Healy, 33% in February 2025, with the remainder in equal amounts quarterly thereafter through February 2027; (b) For Mr. Panzer, 31% in February 2025, with the remainder in approximately equal amounts quarterly thereafter through February 2027; (c) For Mr. Govindaraj, 33% in February 2025, with the remainder in equal amounts quarterly thereafter through February 2027. (2) The market value was calculated using the closing price of our common shares of $2.61 as of December 31, 2024. (3) This column reflects the following: a) total performance-based RSU awards remaining, portions of which vest over two, three or four one-year performance periods (in each case ending in 2025) based upon the achievement of certain performance-based metrics, which are determined prior to each one-year performance period; and b) total stock awards which vest 10% on August 12, 2025, 15% on November 14, 2025, 25% on December 11, 2025, and 50% on December 31, 2026

  30. 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) | | 2024 | $2,655,900 | $6,008,902 | $1,120,601 | $1,984,842 | $42.10 | $(52,048) | | 2023 | $1,711,250 | $(1,744,051) | $997,745 | $163,926 | $13.12 | $(123,510) | | 2022 | $2,810,310 | $1,247,460 | $1,368,866 | $950,287 | $37.74 | $(153,357) |