Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-05-06

Holley (HLLY)

CEO Matthew Stevenson was paid $4,381,737 in fiscal year 2025, ↑ up 307.5% from fiscal year 2024 (SEC filing 0001140361-26-010494 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$4,381,737 ↑
Matthew Stevenson total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
98.89%
Say-on-pay support, latest vote

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Sample answer — “What is the CEO’s total compensation?”
- Matthew Stevenson (President and Chief Executive Officer), FY2025 total compensation $4,381,737 (base salary $700,000) [exec_comp, SEC accession 0001140361-26-010494, filed 2026-03-20]

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HLLY's next annual pay disclosure, estimated March 20, 2027.est. Filing ↗

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Matthew Stevenson$700,000$0$2,944,630$0$700,000$0$37,107$4,381,737
President and Chief Executive Officer
Jesse Weaver473,92301,553,8210335,000020,4652,383,209
Chief Financial Officer
Carly Kennedy328,0000912,6620131,200025,4401,397,302
EVP, General Counsel and Corporate Secretary

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Matthew Stevenson$4,381,737$1,075,361$9,640,249↑ +3,306,376
Jesse Weaver2,383,2091,231,5611,496,586↑ +1,151,648
Carly Kennedy1,397,302924,941998,605↑ +472,361

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against HLLY
5 companies name HLLY as a compensation peer

Each company listed discloses HLLY in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named HLLY in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01b

Executives — the named officers

One page per officer: the same table above, read for one person at a time — his own figure and every fiscal year the register holds.

ExecutiveRoleFY2025 total
Carly KennedyGeneral Counsel$1,397,302
Jesse WeaverCFO$2,383,209
Matthew StevensonCEO$4,381,737
01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Anita SehgalIndependent Director$203,750
Ginger M. JonesIndependent Director$213,750
Graham ClempsonIndependent Director$203,750
James CoadyDirector$188,750
Matthew RubelChair of the Board$323,750
Michelle GloecklerIndependent Director$200,000
Owen BashamDirector$198,750
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Matthew StevensonRSU933,034—$3,853,430
Jesse WeaverPSU247,274—1,021,242
Matthew StevensonPSU1,220,000—5,038,600
Jesse WeaverRSU494,723—2,043,206
Carly KennedyRSU300,224—1,239,925
Carly KennedyPSU176,499—728,941
05

Incentive-plan design — the Compensation Discussion & Analysis

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policy—
Anti-hedgingtrue
Anti-pledgingtrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-0187,722,318988,0397,99098.89%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-05-0198.89%a

a. Approved under the standard stated in the filing — “Abstentions are not considered votes cast and will have no effect on this proposal.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Matthew RubelNot independent · Board Chair$218,750$105,000———$323,750
Ginger M. JonesIndependent · Audit (Chair) · Compensation108,750105,000———213,750
Anita SehgalIndependent · Audit · Nominating/Governance (Chair)98,750105,000———203,750
Graham ClempsonIndependent · Audit · Compensation (Chair)98,750105,000———203,750
Michelle GloecklerIndependent · Nominating/Governance · Compensation95,000105,000———200,000
Owen BashamNot independent · Nominating/Governance · Compensation93,750105,000———198,750
James CoadyNot independent · Nominating/Governance83,750105,000———188,750
Matthew J. StevensonEmployee director—————0
09

Board fee structure and ownership guideline

Annual cash retainer$75,000
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)15,000 / 5,000 / 15,000
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$797,500
Equity awards (grant-date value)$735,000
All other compensation$0
Total cost of the board$1,532,500

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Holley2025Matthew Stevenson$700,000$2,944,630$0$700,000$4,381,737

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Holley in fiscal 2025?
As disclosed, Matthew Stevenson (President and Chief Executive Officer) was the highest-paid executive at Holley in fiscal 2025, with total compensation of $4,381,737.
How did shareholders vote on Holley's executive compensation?
As disclosed, 98.89% of shareholders supported Holley's executive compensation in the latest say-on-pay vote.
How much does Holley spend in total on board compensation for fiscal 2025?
As disclosed, Holley reported total board compensation of $1,532,500 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Matthew StevensonDEF 14A2026-03-200001140361-26-010494Section “Summary Compensation Table”. As printed: 4,381,737. Filing ↗machine: r2 · c22 · span 659046–659056
2Section 01, Jesse WeaverDEF 14A2026-03-200001140361-26-010494Section “Summary Compensation Table”. As printed: 2,383,209. Filing ↗machine: r4 · c22 · span 668180–668190
3Section 01, Carly KennedyDEF 14A2026-03-200001140361-26-010494Section “Summary Compensation Table”. As printed: 1,397,302. Filing ↗machine: r6 · c22 · span 677521–677531
4Section 08, Matthew RubelDEF 14A2026-03-200001140361-26-010494Section “Director Compensation”. As printed: 323,750. Filing ↗machine: span 380583–380762
5Section 08, Ginger M. JonesDEF 14A2026-03-200001140361-26-010494Section “Director Compensation”. As printed: 213,750. Filing ↗machine: span 387462–387641
6Section 08, Anita SehgalDEF 14A2026-03-200001140361-26-010494Section “Director Compensation”. As printed: 203,750. Filing ↗machine: span 382887–383066
7Section 08, Graham ClempsonDEF 14A2026-03-200001140361-26-010494Section “Director Compensation”. As printed: 203,750. Filing ↗machine: span 393933–394111
8Section 08, Michelle GloecklerDEF 14A2026-03-200001140361-26-010494Section “Director Compensation”. As printed: 200,000. Filing ↗machine: span 385197–385376
9Section 08, Owen BashamDEF 14A2026-03-200001140361-26-010494Section “Director Compensation”. As printed: 198,750. Filing ↗machine: span 389779–389958
10Section 08, James CoadyDEF 14A2026-03-200001140361-26-010494Section “Director Compensation”. As printed: 188,750. Filing ↗machine: span 392096–392275
11Section 08, Matthew J. StevensonDEF 14A2026-03-200001140361-26-010494Section “Director Compensation”. As printed: 0. Filing ↗
12Section 06, 2026 voteForm 8-K2026-05-060001822928-26-000013Item 5.07 · say-on-pay result. As reported: 98.89% (votes for as printed: 87,722,318). Filing ↗
13Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
14Section 09b board cost (computed)Computed——Cash 797,500 + equity 735,000 + all other 0 = 1,532,500, summed across the director compensation table rows.machine: formula: Σ = 1,532,500
15Holley (subject), Section 10b CEO totalDEF 14A2026-03-200001140361-26-010494CEO total compensation as printed in Holley's own proxy. As printed: 4,381,737. Filing ↗machine: r2 · c22 · span 659046–659056