Companies Hyliion Holdings
Hyliion (HYLN): executive pay, fiscal 2025
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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
Frequently asked questions
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.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Thomas Healy | $650,000 | $0 | $2,178,596 | $0 | $162,500 | $0 | $0 | $2,991,096 |
| Chief Executive Officer | ||||||||
| Joshua Mook | 400,000 | 250,000 | 1,603,663 | 0 | 70,000 | 0 | 0 | 2,323,663 |
| Chief Technology Officer | ||||||||
| Jon Panzer | 450,000 | 0 | 638,487 | 0 | 84,375 | 0 | 0 | 1,172,862 |
| 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 officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Thomas Healy | $2,991,096 | $2,655,900 | — | ↑ +335,196 |
| Joshua Mook | 2,323,663 | 886,446 | — | ↑ +1,437,217 |
| Jon Panzer | 1,172,862 | 1,170,950 | — | ↑ +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 consultant | Meridian Compensation Partners, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
Equity grants and outstanding awards
No plan-based awards are on file for this fiscal year.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Jon Panzer | RSU | 215,974 | — | $397,392 |
| Joshua Mook | PSU | 381,155 | — | 701,325 |
| Jon Panzer | PSU | 424,803 | — | 781,638 |
| Thomas Healy | RSU | 519,534 | — | 955,943 |
| Joshua Mook | RSU | 723,800 | — | 1,331,792 |
| Thomas Healy | PSU | 1,668,293 | — | 3,069,659 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Jeffrey CraigIndependent · Board Chair · Nominating and Corporate Governance | $125,000 | $125,000 | — | — | — | $250,000 |
| Robert Knight JrIndependent · Audit (Chair) | 100,000 | 125,000 | — | — | — | 225,000 |
| Vincent CubbageIndependent · Compensation (Chair) · Nominating and Corporate Governance | 90,000 | 125,000 | — | — | — | 215,000 |
| Mary GustanskiIndependent · Audit · Technology (Chair) | 90,000 | 125,000 | — | — | — | 215,000 |
| Melanie TrentIndependent · Compensation · Nominating and Corporate Governance (Chair) | 90,000 | 125,000 | — | — | — | 215,000 |
| Rodger BoehmIndependent · Audit · Technology | 75,000 | 125,000 | — | — | — | 200,000 |
| Richard FreelandIndependent · Compensation · Technology | 75,000 | 125,000 | — | — | — | 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 guideline | As 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
| Component | FY2025 |
|---|---|
| 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
- Nano Nuclear Energy Inc.NNEFY2025
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.
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.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | QuantumScape Corporation | 2025 | Siva Sivaram | $821,538 | $7,547,987 | $0 | $0 | $8,377,033 |
| 2 | Shoals Technologies Group, Inc. | 2025 | Brandon Moss | 791,666 | 4,400,002 | 0 | 699,200 | 5,961,218 |
| 3 | Eos Energy Enterprises, Inc. | 2025 | Joe Mastrangelo | 708,269 | 4,007,193 | 0 | 0 | 4,854,452 |
| 4 | Solid Power, Inc. | 2025 | John Van Scoter | 551,079 | 3,576,436 | 0 | 544,000 | 4,687,495 |
| 5 | ChargePoint Holdings, Inc. | 2026 | Rick Wilmer | 625,000 | 3,481,013 | 0 | 0 | 4,106,013 |
| 6 | Microvast Holdings, Inc. | 2025 | Yang Wu | 573,409 | 3,099,998 | 0 | 101,903 | 3,775,310 |
| 7 | Bloom Energy Corporation | 2025 | KR Sridhar | 935,385 | 0 | 0 | 2,470,000 | 3,502,747 |
| 8 | Ouster, Inc. | 2025 | Angus Pacala | 400,000 | 2,469,500 | 0 | 479,600 | 3,363,100 |
| 9 | Preformed Line Products Company | 2025 | Dennis McKenna | 725,004 | 1,564,843 | 0 | 725,004 | 3,287,390 |
| 10 | Hyliion Holdings | 2025 | Thomas Healy | 650,000 | 2,178,596 | 0 | 162,500 | 2,991,096 |
| 11 | FuelCell Energy, Inc. | 2025 | Jason Few | 582,036 | 1,420,380 | 0 | 686,376 | 2,752,725 |
| 12 | Plug Power Inc. | 2025 | Jose Luis Crespo | 397,471 | 0 | 1,196,250 | 526,400 | 2,618,833 |
| 13 | Thermon Group Holdings, Inc. | 2025 | Bruce Thames | 715,035 | 1,299,963 | 0 | 543,620 | 2,579,122 |
| 14 | Stem, Inc. | 2025 | Arun Narayanan | 520,266 | 791,213 | 0 | 0 | 2,068,248 |
| 15 | Blink Charging Co. | 2025 | Michael Battaglia | 571,315 | 37,107 | 0 | 0 | 805,635 |
| — | 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
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Hyliion Holdings | not disclosed | not disclosed | not disclosed | Meridian Compensation Partners, LLC |
| Ballard Power Systems Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Blink Charging Co. | not disclosed | not disclosed | not disclosed | Korn Ferry |
| Bloom Energy Corporation | 200% | RSU 50 · PSU 50 | No | Meridian |
| ChargePoint Holdings, Inc. | not disclosed | PSU 75 · RSU 25 | No | FW Cook |
| Eos Energy Enterprises, Inc. | not disclosed | RSU 50 · PRSU 50 | not disclosed | Pay Governance |
| FuelCell Energy, Inc. | 100% | PSU 50 · RSU 50 | Yes — Relative TSR (Russell 2000 Index) | Meridian Compensation Partners, LLC |
| Microvast Holdings, Inc. | 20.67% | RSU 50 · PSU 50 | No | FW Cook |
| Ouster, Inc. | 119.9% | RSU 100 | not disclosed | Semler Brossy |
| Plug Power Inc. | not disclosed | Option 100 | not disclosed | Frederic W. Cook & Co., Inc. |
| Preformed Line Products Company | 100% for Executive Chairman, CEO, CFO, and President; 85% for other NEOs% | PRSU 66.67 · RSU 33.33 | No | not disclosed |
| QuantumScape Corporation | 100% | PSU 70 · RSU 30 | No | Compensia |
| Shoals Technologies Group, Inc. | 74% | not disclosed | No | Pay Governance |
| Solid Power, Inc. | not disclosed | RSU 100 | not disclosed | Compensia |
| Stem, Inc. | 129.8% | RSU 50 · Options 25 · PSU 25 | No | Frederic W. Cook & Co., Inc. |
| Thermon Group Holdings, Inc. | 76% | not disclosed | No | Mercer |
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 year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-19 | 76,638,179 | 4,601,903 | 246,835 | 94.34% | Passed |
| 2025 | 2025-05-20 | 75,455,210 | 4,482,136 | 422,358 | 94.39% | Passed |
| 2024 | 2024-05-21 | 69,036,949 | 3,561,395 | 479,360 | 95.09% | Passed |
| 2023 | 2023-05-23 | 86,784,936 | 2,840,311 | 477,383 | 96.83% | Passed |
| 2022 | 2022-05-10 | 84,982,381 | 9,280,813 | 539,119 | 90.15% | 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 year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-05-19 | 94.34%a |
| 2025 | 2025-05-20 | 94.39%b |
| 2024 | 2024-05-21 | 95.09%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 (30 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 ↗