CompBrief BY VELARION

Companies Hyliion Holdings

Hyliion (HYLN): executive pay, fiscal 2025

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CEO total pay$2,991,096CEO Thomas Healy · source
Say-on-pay support94.34%Latest vote · source
CEO vs. named peers36th pct.Of 16 peer CEOs

CEO pay, last three years

  • $2,655,900FY2024
  • $2,991,096FY2025

CEO total pay was $2,991,096 in fiscal 2025, up from $2,655,900 in fiscal 2024.

FY2025: salary $650,000 · bonus $0 · stock awards $2,178,596 · option awards $0

Full detail

Every table from the filing. Open any section.

Summary compensation table
Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Thomas Healy$650,000$0$2,178,596$0$162,500$0$0$2,991,096
Chief Executive Officer
Joshua Mook400,000250,0001,603,663070,000002,323,663
Chief Technology Officer
Jon Panzer450,0000638,487084,375001,172,862
Chief Financial Officer

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
Thomas Healy$2,991,096$2,655,900—↑ +335,196
Joshua Mook2,323,663886,446—↑ +1,437,217
Jon Panzer1,172,8621,170,950—↑ +1,912

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

Incentive-plan design — the Compensation Discussion & Analysis

The Company's compensation strategy uses base salary, annual incentives, long-term incentives, and benefits to directly incentivize employee performance, aligning accountability with the achievement of financial, strategic, and operational objectives. The Compensation Committee considers market compensation, Company performance, individual performance, and cost reasonableness to set executive compensation levels competitive with a custom peer group.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultantMeridian Compensation Partners, LLC
Clawback policytrue
Anti-hedgingtrue
Anti-pledgingtrue
Equity grants and outstanding awards

No plan-based awards are on file for this fiscal year.

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Jon PanzerRSU215,974—$397,392
Joshua MookPSU381,155—701,325
Jon PanzerPSU424,803—781,638
Thomas HealyRSU519,534—955,943
Joshua MookRSU723,800—1,331,792
Thomas HealyPSU1,668,293—3,069,659
Director compensation
DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Jeffrey CraigIndependent · Board Chair · Nominating and Corporate Governance$125,000$125,000———$250,000
Robert Knight JrIndependent · Audit (Chair)100,000125,000———225,000
Vincent CubbageIndependent · Compensation (Chair) · Nominating and Corporate Governance90,000125,000———215,000
Mary GustanskiIndependent · Audit · Technology (Chair)90,000125,000———215,000
Melanie TrentIndependent · Compensation · Nominating and Corporate Governance (Chair)90,000125,000———215,000
Rodger BoehmIndependent · Audit · Technology75,000125,000———200,000
Richard FreelandIndependent · Compensation · Technology75,000125,000———200,000

Board fee structure and ownership guideline

Annual cash retainer$75,000
Annual equity retainer$125,000
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)25,000 / 15,000 / 15,000
Stock ownership guidelineAs of the date of this proxy statement, all NEOs and non-employee directors meet the requirements under the stock ownership guidelines.

Total cost of the board

ComponentFY2025
Cash retainers and fees$645,000
Equity awards (grant-date value)$875,000
All other compensation$0
Total cost of the board$1,520,000

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

Peer group, and who names Hyliion as a peer

Companies that benchmark against HYLN

Each company listed discloses HYLN in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons.

Disclosed peer group — fiscal year 2025

The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.

Peer reciprocity

Of the companies Hyliion Holdings names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.

Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including Hyliion Holdings.

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
1QuantumScape Corporation2025Siva Sivaram$821,538$7,547,987$0$0$8,377,033
2Shoals Technologies Group, Inc.2025Brandon Moss791,6664,400,0020699,2005,961,218
3Eos Energy Enterprises, Inc.2025Joe Mastrangelo708,2694,007,193004,854,452
4Solid Power, Inc.2025John Van Scoter551,0793,576,4360544,0004,687,495
5ChargePoint Holdings, Inc.2026Rick Wilmer625,0003,481,013004,106,013
6Microvast Holdings, Inc.2025Yang Wu573,4093,099,9980101,9033,775,310
7Bloom Energy Corporation2025KR Sridhar935,385002,470,0003,502,747
8Ouster, Inc.2025Angus Pacala400,0002,469,5000479,6003,363,100
9Preformed Line Products Company2025Dennis McKenna725,0041,564,8430725,0043,287,390
10Hyliion Holdings2025Thomas Healy650,0002,178,5960162,5002,991,096
11FuelCell Energy, Inc.2025Jason Few582,0361,420,3800686,3762,752,725
12Plug Power Inc.2025Jose Luis Crespo397,47101,196,250526,4002,618,833
13Thermon Group Holdings, Inc.2025Bruce Thames715,0351,299,9630543,6202,579,122
14Stem, Inc.2025Arun Narayanan520,266791,213002,068,248
15Blink Charging Co.2025Michael Battaglia571,31537,10700805,635
—Ballard Power Systems Inc.——————not in coverage universe

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.

Incentive design against the same peers

CompanyAnnual incentive payoutLong-term vehicle mixPSU measures include TSRCompensation consultant
Hyliion Holdingsnot disclosednot disclosednot disclosedMeridian Compensation Partners, LLC
Ballard Power Systems Inc.not disclosednot disclosednot disclosednot disclosed
Blink Charging Co.not disclosednot disclosednot disclosedKorn Ferry
Bloom Energy Corporation200%RSU 50 · PSU 50NoMeridian
ChargePoint Holdings, Inc.not disclosedPSU 75 · RSU 25NoFW Cook
Eos Energy Enterprises, Inc.not disclosedRSU 50 · PRSU 50not disclosedPay Governance
FuelCell Energy, Inc.100%PSU 50 · RSU 50Yes — Relative TSR (Russell 2000 Index)Meridian Compensation Partners, LLC
Microvast Holdings, Inc.20.67%RSU 50 · PSU 50NoFW Cook
Ouster, Inc.119.9%RSU 100not disclosedSemler Brossy
Plug Power Inc.not disclosedOption 100not disclosedFrederic W. Cook & Co., Inc.
Preformed Line Products Company100% for Executive Chairman, CEO, CFO, and President; 85% for other NEOs%Performance-based RSUs 100Nonot disclosed
QuantumScape Corporation100%PSU 70 · RSU 30NoCompensia
Shoals Technologies Group, Inc.74%not disclosedNoPay Governance
Solid Power, Inc.not disclosedRSU 100not disclosedCompensia
Stem, Inc.129.8%RSU 50 · Options 25 · PSU 25NoFrederic W. Cook & Co., Inc.
Thermon Group Holdings, Inc.76%not disclosedNoMercer

Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.

Say-on-pay history and pay ratio
Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-05-1976,638,1794,601,903246,83594.34%Passed
20252025-05-2075,455,2104,482,136422,35894.39%Passed
20242024-05-2169,036,9493,561,395479,36095.09%Passed
20232023-05-2386,784,9362,840,311477,38396.83%Passed
20222022-05-1084,982,3819,280,813539,11990.15%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
20262026-05-1994.34%a
20252025-05-2094.39%b
20242024-05-2195.09%c

a. Voting standard not stated in the filing.

b. Voting standard not stated in the filing.

c. Voting standard not stated in the filing.

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.

Insider trades since the proxy

No insider equity transactions reported since the proxy statement.

Sources (41 citations)

Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.

  • Section 01, Thomas Healy. DEF 14A, filed 2026-04-08. Section “Summary Compensation Table” · page 24. As printed: 2,991,096. View filing ↗
  • Section 01, Joshua Mook. DEF 14A, filed 2026-04-08. Section “Summary Compensation Table” · page 24. As printed: 2,323,663. View filing ↗
  • Section 01, Jon Panzer. DEF 14A, filed 2026-04-08. Section “Summary Compensation Table” · page 24. As printed: 1,172,862. View filing ↗
  • Section 08, Jeffrey Craig. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 250,000. View filing ↗
  • Section 08, Robert Knight Jr. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 225,000. View filing ↗
  • Section 08, Vincent Cubbage. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 215,000. View filing ↗
  • Section 08, Mary Gustanski. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 215,000. View filing ↗
  • Section 08, Melanie Trent. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 215,000. View filing ↗
  • Section 08, Rodger Boehm. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 200,000. View filing ↗
  • Section 08, Richard Freeland. DEF 14A, filed 2026-04-08. Section “Director Compensation”. As printed: 200,000. View filing ↗
  • Section 06, 2026 vote. Form 8-K, filed 2026-05-19. Item 5.07 · say-on-pay result. As reported: 94.34% (votes for as printed: 76,638,179). View filing ↗
  • Section 06, 2025 vote. Form 8-K, filed 2025-05-21. Item 5.07 · say-on-pay result. As reported: 94.39% (votes for as printed: 75,455,210). View filing ↗
  • Section 06, 2024 vote. Form 8-K, filed 2024-05-23. Item 5.07 · say-on-pay result. As reported: 95.09% (votes for as printed: 69,036,949). View filing ↗
  • Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
  • Section 09b board cost (computed). Computed. Cash 645,000 + equity 875,000 + all other 0 = 1,520,000, summed across the director compensation table rows.
  • QuantumScape Corporation, Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in QuantumScape Corporation's own proxy. As printed: 8,377,033. View filing ↗
  • Shoals Technologies Group, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-20. CEO total compensation as printed in Shoals Technologies Group, Inc.'s own proxy. As printed: 5,961,218. View filing ↗
  • Eos Energy Enterprises, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-14. CEO total compensation as printed in Eos Energy Enterprises, Inc.'s own proxy. As printed: 4,854,452. View filing ↗
  • Solid Power, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-09. CEO total compensation as printed in Solid Power, Inc.'s own proxy. As printed: 4,687,495. View filing ↗
  • ChargePoint Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-05-28. CEO total compensation as printed in ChargePoint Holdings, Inc.'s own proxy. As printed: 4,106,013. View filing ↗
  • Microvast Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2026-10-09. CEO total compensation as printed in Microvast Holdings, Inc.'s own proxy. As printed: 3,775,310. View filing ↗
  • Bloom Energy Corporation, Section 10b CEO total. DEF 14A, filed 2026-04-08. CEO total compensation as printed in Bloom Energy Corporation's own proxy. As printed: 3,502,747. View filing ↗
  • Ouster, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-28. CEO total compensation as printed in Ouster, Inc.'s own proxy. As printed: 3,363,100. View filing ↗
  • Preformed Line Products Company, Section 10b CEO total. DEF 14A, filed 2026-03-20. CEO total compensation as printed in Preformed Line Products Company's own proxy. As printed: 3,287,390. View filing ↗
  • Hyliion Holdings (subject), Section 10b CEO total. DEF 14A, filed 2026-04-08. CEO total compensation as printed in Hyliion Holdings's own proxy. As printed: 2,991,096. View filing ↗
  • FuelCell Energy, Inc., Section 10b CEO total. DEF 14A, filed 2026-02-18. CEO total compensation as printed in FuelCell Energy, Inc.'s own proxy. As printed: 2,752,725. View filing ↗
  • Plug Power Inc., Section 10b CEO total. DEF 14A, filed 2026-04-30. CEO total compensation as printed in Plug Power Inc.'s own proxy. As printed: 2,618,833. View filing ↗
  • Thermon Group Holdings, Inc., Section 10b CEO total. DEF 14A, filed 2025-06-18. CEO total compensation as printed in Thermon Group Holdings, Inc.'s own proxy. As printed: 2,579,122. View filing ↗
  • Stem, Inc., Section 10b CEO total. DEF 14A, filed 2026-04-24. CEO total compensation as printed in Stem, Inc.'s own proxy. As printed: 2,068,248. View filing ↗
  • Blink Charging Co., Section 10b CEO total. DEF 14A, filed 2026-05-20. CEO total compensation as printed in Blink Charging Co.'s own proxy. As printed: 805,635. View filing ↗
  • Section 10a, Stem, Inc. reciprocity. DEF 14A. Stem, Inc.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, Blink Charging Co. reciprocity. DEF 14A. Blink Charging Co.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, Bloom Energy Corporation reciprocity. DEF 14A. Bloom Energy Corporation's most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, Plug Power Inc. reciprocity. DEF 14A. Plug Power Inc.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, FuelCell Energy, Inc. reciprocity. DEF 14A. FuelCell Energy, Inc.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, QuantumScape Corporation reciprocity. DEF 14A. QuantumScape Corporation's most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, Thermon Group Holdings, Inc. reciprocity. DEF 14A. Thermon Group Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, Microvast Holdings, Inc. reciprocity. DEF 14A. Microvast Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, Shoals Technologies Group, Inc. reciprocity. DEF 14A. Shoals Technologies Group, Inc.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, ChargePoint Holdings, Inc. reciprocity. DEF 14A. ChargePoint Holdings, Inc.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗
  • Section 10a, Eos Energy Enterprises, Inc. reciprocity. DEF 14A. Eos Energy Enterprises, Inc.'s most recent proxy was read; its disclosed peer group does not include Hyliion Holdings. View filing ↗