Sector: Industrials
HYLIION HOLDINGS CORP · Meeting: May 19, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Directors
Mr. Boehm joined in March 2023 (just over 3 years ago), has relevant industry and governance experience from McKinsey and board roles at FreightCar America, attended at least 75% of meetings, and is not overboarded; the company's 3-year price return of +120.3% is strongly positive and does not trigger the TSR underperformance threshold.
Ms. Gustanski has served since August 2021 and brings deep automotive and electrification technology expertise; she attended at least 75% of meetings, is not overboarded, and the company's 3-year price return of +120.3% is strongly positive and does not trigger the TSR underperformance threshold.
Mr. Knight has served since October 2020, holds two outside public board seats (Schneider National and Canadian National Railway) which is within the non-overboarding limit, qualifies as audit committee financial expert, attended at least 75% of meetings, and the company's 3-year price return of +120.3% is strongly positive and does not trigger the TSR underperformance threshold.
All three Class III director nominees pass the policy screens: no overboarding, adequate meeting attendance, relevant qualifications, and the company's 3-year price return of +120.3% is strongly positive. No TSR underperformance trigger fires for any nominee.
CEO
Thomas Healy
Total Comp
$2,991,096
Prior Support
94%%
The CEO's total compensation of approximately $3.0 million is reasonable for a smaller-reporting-company CEO in the clean energy and technology sector at Hyliion's market cap, and the prior Say on Pay vote received approximately 94% support indicating broad shareholder approval. The pay structure is performance-oriented — 78% of the CEO's target pay is at risk — with annual cash incentives tied to specific KARNO generator operational milestones and equity awards tied to stock price thresholds ($4, $5, and $6 per share), which aligns executive outcomes with shareholder outcomes. The company did miss all company-level operational targets in 2025, resulting in only a 25% payout of the annual cash incentive, demonstrating that the incentive plan actually works as intended; a meaningful clawback policy is also in place.
Auditor
Grant Thornton LLP
Tenure
N/A
Audit Fees
$442,336
Non-Audit Fees
$48,000
The non-audit fees of $48,000 represent approximately 10.9% of audit fees of $442,336, well below the 50% threshold that would raise independence concerns; auditor tenure is not disclosed so no tenure trigger applies; Grant Thornton is a large national firm appropriate for a company of Hyliion's size and complexity.
Meeting held May 19, 2026
Director Elections
| Nominee | % FOR | Votes For | Withheld / Against | Result |
|---|---|---|---|---|
| Rodger Boehm | 94.5% | 77.0M | 4.5M | ✓ Elected |
| Mary Gustanski | 94.4% | 76.9M | 4.6M | ✓ Elected |
| Robert Knight, Jr. | 93.8% | 76.4M | 5.1M | ✓ Elected |
Broker non-votes: 48.0M
Say on Pay
For 76.6M · Against 4.6M · Abstain 246,835
Auditor Ratification
For 128.4M · Against 794,022 · Abstain 306,551
Other Proposals
Proposal 4
Approval of amendment to Hyliion Holdings Corp. 2024 Equity Incentive Plan
The 2026 Hyliion annual meeting presents a clean ballot with no significant governance concerns: all three director nominees pass the policy screens, the auditor's non-audit fees are well within independence thresholds, and the executive compensation program is performance-oriented with a 94% prior-year approval rate. The equity plan share increase in Proposal 4 is outside the scope of this policy version and warrants independent shareholder review given the ~4.5% dilutive impact.
