Anita Sehgal
About Anita Sehgal
Independent director since May 2022; age 52; Chair of the Nominating & Governance Committee and member of the Audit Committee at Holley Inc. . Currently Executive Vice President, Marketing & Communications for the Houston Astros (11th year with the organization) and holds a BBA in Marketing and HR from the University of Regina . The Board has affirmatively determined she is independent under NYSE rules; she and all directors attended ≥95% of Board/committee meetings in FY2024 and attended the annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Houston Astros | Executive Vice President, Marketing & Communications | 2015–present | Leads retail, marketing, communications, broadcasting, alumni relations; supports sponsorships, tickets, events, Astros Golf Foundation and Texas Children’s Houston Open initiatives . |
| Academy Sports + Outdoors | Strategic marketing leadership | Prior to 2015 | Senior strategic marketing roles; industry retail experience . |
| Best Buy | Strategic marketing leadership | Prior to 2015 | Strategic marketing roles . |
| FGL Sports (Canada) | Strategic marketing leadership | Prior to 2015 | Strategic marketing roles . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Reitmans (Canada) Limited (RET) | Independent Director | Current | Public company board; governance experience . |
| Boys & Girls Club of Greater Houston | Executive Committee Board Member | Current | Community leadership . |
| WISE Houston | Board Member | Current | Recognized as WISE Woman of Inspiration (2021) . |
| World 50 (Marketing 50) | Member | Current | Senior executive network . |
| Greater Houston Partnership Executive Women Program | Participant | Current | Regional executive network engagement . |
| Women’s Corporate Directors, NACD | Member | Current | Director education and governance networks . |
Board Governance
- Committees: Chair, Nominating & Governance Committee; Member, Audit Committee .
- Independence: Board determined Ms. Sehgal is independent under NYSE standards; Audit Committee is fully independent .
- Attendance and engagement: Board held 4 meetings in FY2024; Audit (5), Compensation & Talent (4), Nominating & Governance (4); all directors attended ≥95% of meetings; all attended the 2024 annual meeting .
- Board leadership: Separate Chair and CEO roles; 100% independent Board committees; regular executive sessions without management .
- NGC scope: Oversees director recruitment and board composition, corporate governance principles, board leadership structure, board/committee self-evaluations, succession for board roles, shareholder engagement, and ESG oversight .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000 | Non-Chair director retainer . |
| Audit Committee Membership Retainer | $10,000 | Applies to members . |
| Nominating & Governance Committee Chair Retainer | $15,000 | Applies to Chair . |
| Total Cash Fees (2024) | $95,000 | Sum of above; matches reported fees . |
| Anita Sehgal Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | 94,500 | 95,000 |
| Stock Awards (USD) | 84,999 | 104,998 |
| Total (USD) | 179,499 | 199,998 |
| Annual RSU Grants to Non-Employee Directors | Grant Date | Shares | Vesting |
|---|---|---|---|
| Annual RSU award | May 11, 2022 | 9,320 | Vested May 11, 2023 . |
| Annual RSU award | May 6, 2023 | 34,979 | Vested May 6, 2024 . |
| Annual RSU award | June 11, 2024 | 29,166 | Vests June 11, 2025; grant-date fair value $3.60 (stock price) . |
Additional: Directors are compensated under Holley’s 2021 Omnibus Incentive Plan; directors have indemnification agreements and D&O insurance; travel expense reimbursements are provided .
Performance Compensation
| Metric Type | 2023 | 2024 |
|---|---|---|
| Director performance-based metrics tied to pay | None disclosed (director equity awards are time-based RSUs under the 2021 Plan) | None disclosed (director equity awards are time-based RSUs under the 2021 Plan) |
No option awards, PSUs, or cash incentives tied to quantified performance targets are disclosed for non-employee directors; equity is time-based RSUs for board service .
Other Directorships & Interlocks
- Public company: Reitmans (Canada) Limited (RET) – Independent Director .
- Interlocks/conflicts: No related-party transactions disclosed involving Ms. Sehgal; independence affirmed notwithstanding sponsor rights held by Sentinel and MidOcean for board nominations .
- PE sponsor designees (Sentinel/MidOcean) have committee representation rights per Stockholders’ Agreement, but Ms. Sehgal is not affiliated with these sponsors .
Expertise & Qualifications
- Board skills: Corporate strategy, sales/marketing, public company governance .
- Industry background: Deep consumer/retail and sports entertainment marketing leadership across Astros, Best Buy, Academy Sports + Outdoors, FGL Sports .
- Governance credentials: NGC Chair; memberships in NACD and Women’s Corporate Directors .
- Recognition: Multiple awards for business leadership and influence (2016–2023), indicating executive credibility and stakeholder engagement effectiveness .
Equity Ownership
| As-Of Date | Shares Beneficially Owned | Ownership % |
|---|---|---|
| March 11, 2024 | 44,299 | <1% |
| March 10, 2025 | 73,465 | <1% |
Policy signals:
- Hedging and pledging of company stock are prohibited under Holley’s Insider Trading Policy, strengthening alignment and reducing risk of misaligned financial incentives .
Governance Assessment
- Strengths: Independent director with strong marketing and governance expertise; chairs NGC overseeing director recruitment, governance standards, ESG, and shareholder engagement; consistent high meeting attendance; cash fees aligned to committee responsibilities; equity component via time-based RSUs supports long-term alignment without performance metric gaming .
- Compensation structure: Balanced mix of fixed cash (retainer + committee fees) and equity (time-based RSUs); no performance-linked director pay, consistent with governance best practice to preserve board independence .
- Ownership/Alignment: Beneficial holdings increased y/y; hedging/pledging prohibited; no pledging disclosed .
- Conflicts/Related Parties: No related-party transactions involving Ms. Sehgal; independence confirmed; Audit Committee and NGC fully independent; compensation consultant (Korn Ferry) was evaluated and deemed independent by the Compensation & Talent Committee, mitigating advisory conflicts .
RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or director-specific pay anomalies for Ms. Sehgal .