Fiscal year 2025 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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Matthew Stevenson | $700,000 | $0 | $2,944,630 | $0 | $700,000 | $0 | $37,107 | $4,381,737 |
| President and Chief Executive Officer | ||||||||
| Jesse Weaver | 473,923 | 0 | 1,553,821 | 0 | 335,000 | 0 | 20,465 | 2,383,209 |
| Chief Financial Officer | ||||||||
| Carly Kennedy | 328,000 | 0 | 912,662 | 0 | 131,200 | 0 | 25,440 | 1,397,302 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Matthew Stevenson | $4,381,737 | $1,075,361 | — | +3,306,376 |
| Jesse Weaver | 2,383,209 | 1,231,561 | — | +1,151,648 |
| Carly Kennedy | 1,397,302 | 924,941 | — | +472,361 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Matthew Stevenson | PSU | 1,220,000 | — | $5,038,600 |
| Matthew Stevenson | RSU | 933,034 | — | 3,853,430 |
| Jesse Weaver | RSU | 494,723 | — | 2,043,206 |
| Carly Kennedy | RSU | 300,224 | — | 1,239,925 |
| Jesse Weaver | PSU | 247,274 | — | 1,021,242 |
| Carly Kennedy | PSU | 176,499 | — | 728,941 |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-01 | 87,722,318 | 988,039 | 7,990 | 98.89% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-01 | 98.89%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.
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Matthew RubelNot independent · Board Chair | $218,750 | $105,000 | — | — | — | $323,750 |
| Ginger M. JonesIndependent · Audit (Chair) · Compensation and Talent | 108,750 | 105,000 | — | — | — | 213,750 |
| Graham ClempsonIndependent · Audit · Compensation and Talent (Chair) | 98,750 | 105,000 | — | — | — | 203,750 |
| Anita SehgalIndependent · Audit · Nominating and Governance (Chair) | 98,750 | 105,000 | — | — | — | 203,750 |
| Michelle GloecklerIndependent · Compensation and Talent · Nominating and Governance | 95,000 | 105,000 | — | — | — | 200,000 |
| Owen BashamNot independent · Compensation and Talent · Nominating and Governance | 93,750 | 105,000 | — | — | — | 198,750 |
| James CoadyNot independent · Nominating and Governance | 83,750 | 105,000 | — | — | — | 188,750 |
| Matthew J. StevensonEmployee director | — | — | — | — | — | 0 |
| 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 | — |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Holley | 2025 | Matthew 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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Matthew Stevenson | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Summary Compensation Table”. As printed: 4,381,737. Filing ↗machine: r2 · c22 · span 659046–659056 |
| 2 | Section 01, Jesse Weaver | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Summary Compensation Table”. As printed: 2,383,209. Filing ↗machine: r4 · c22 · span 668180–668190 |
| 3 | Section 01, Carly Kennedy | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Summary Compensation Table”. As printed: 1,397,302. Filing ↗machine: r6 · c22 · span 677521–677531 |
| 4 | Section 08, Matthew Rubel | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Director Compensation”. As printed: 323,750. Filing ↗machine: span 380583–380762 |
| 5 | Section 08, Ginger M. Jones | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Director Compensation”. As printed: 213,750. Filing ↗machine: span 387462–387641 |
| 6 | Section 08, Graham Clempson | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Director Compensation”. As printed: 203,750. Filing ↗machine: span 393933–394111 |
| 7 | Section 08, Anita Sehgal | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Director Compensation”. As printed: 203,750. Filing ↗machine: span 382887–383066 |
| 8 | Section 08, Michelle Gloeckler | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Director Compensation”. As printed: 200,000. Filing ↗machine: span 385197–385376 |
| 9 | Section 08, Owen Basham | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Director Compensation”. As printed: 198,750. Filing ↗machine: span 389779–389958 |
| 10 | Section 08, James Coady | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Director Compensation”. As printed: 188,750. Filing ↗machine: span 392096–392275 |
| 11 | Section 08, Matthew J. Stevenson | DEF 14A | 2026-03-20 | 0001140361-26-010494 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 12 | Section 06, 2026 vote | Form 8-K | 2026-05-06 | 0001822928-26-000013 | Item 5.07 · say-on-pay result. As reported: 98.89% (votes for as printed: 87,722,318). Filing ↗ |
| 13 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 14 | Section 09b board cost (computed) | 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 |
| 15 | Holley (subject), Section 10b CEO total | DEF 14A | 2026-03-20 | 0001140361-26-010494 | CEO total compensation as printed in Holley's own proxy. As printed: 4,381,737. Filing ↗machine: r2 · c22 · span 659046–659056 |