Carly Kennedy
About Carly Kennedy
Carly Kennedy is Executive Vice President, General Counsel, and Corporate Secretary at Holley Inc. (HLLY), serving since April 2022; she is 43 years old and brings 20+ years of legal experience across automotive manufacturing and consumer products, with prior roles at Pampered Chef (Berkshire Hathaway), Tenneco, and Allison Transmission. She holds a J.D. from Indiana University Robert H. McKinney School of Law, an M.P.A. from the University of Colorado, and a B.A. from Indiana University Bloomington . Kennedy is included among Holley’s Named Executive Officers, with compensation and incentives tied to company performance targets; notably, the 2023 annual incentive was funded at 103% based on adjusted EBITDA, while 2024 fell below threshold and management received a discretionary recognition award at 50% . Holley prohibits insider hedging/pledging and short-term trading for officers and directors, reinforcing alignment with shareholders .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pampered Chef (Berkshire Hathaway) | General Counsel | May 2021–Apr 2022 | Led legal function for consumer products; governance oversight |
| Tenneco | Associate General Counsel; Senior Corporate Counsel | Nov 2017–Jan 2021 | Head of litigation, labor & employment, and safety; supported OEM/aftermarket operations |
| Allison Transmission | Corporate Counsel | Sep 2015–Oct 2017 | Legal support for commercial-duty powertrain manufacturer |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $233,846 | $326,469 | $320,428 |
| Target Bonus (% of Salary) | 50% | 50% | 50% |
| Annual Cash Bonus Paid ($) | $0 (funding 0%) | $168,132 (AIP paid in 2024 for 2023) | $81,999 (recognition award paid in 2025 for 2024) |
| All Other Compensation ($) | $312,983 | $24,004 | $11,021 |
Notes:
- 2024 annual incentive threshold was not met; Board awarded a discretionary recognition at 50% funding, paid Q1 2025 .
- “All Other Compensation” detail (Kennedy): 2024 includes $10,300 401(k) match and $720 insurance premiums; 2023 includes $14,484 401(k) match, $5,580 country club dues, $3,250 executive physical, $378 communication devices, $312 insurance premiums .
Performance Compensation
Annual Incentive Plan (AIP) – Metrics and Outcomes
| Metric | Weighting | Target | Actual | Payout Factor | Year |
|---|---|---|---|---|---|
| EBITDA | 90% | Not disclosed | Under target | 0% (no bonus) | 2022 |
| Unlevered Free Cash Flow | 10% | Not disclosed | Under target | 0% (no bonus) | 2022 |
| Adjusted EBITDA | Not disclosed | Not disclosed | Above target | 103% funding | 2023 |
| Threshold (Company AIP) | — | Threshold not met | Below threshold | 0% funding; 50% discretionary recognition award | 2024 |
Equity Incentives – Grants, Values, and Vesting
| Incentive Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting Terms | Year |
|---|---|---|---|---|---|
| RSU (LTI) | May 6, 2022 | 12,923 | Included in $228,584 stock awards | 3-year pro-rata; final vest May 6, 2025 | 2022 |
| RSU (Retention) | Nov 17, 2022 | 34,423 | Included in $228,584 stock awards | 2-year pro-rata; final vest May 6, 2024 | 2022 |
| RSU (LTI) | Mar 8, 2023 | 121,212 | Included in $480,000 stock awards | 3-year pro-rata; vest Mar 8, 2024/2025/2026 | 2023 |
| PSU (LTI) | Mar 8, 2023 | 121,212 (target) | Included in $480,000 stock awards | 2023–2026; earned units vest pro-rata annually based on performance | 2023 |
| RSU (LTI) | Mar 4, 2024 | 58,294 | Included in $491,997 stock awards | 3-year pro-rata; vest Mar 4, 2025/2026/2027 | 2024 |
| PSU (LTI) | Mar 4, 2024 | 58,293 (target) | Included in $491,997 stock awards | 2023–2026; earned units vest pro-rata annually based on performance | 2024 |
| RSU (One-time) | Aug 12, 2025 | 123,724 | Not disclosed | 3 equal installments; immediate vest upon Change in Control (CIC) with payout at deal consideration | 2025 |
Stock Options
| Grant Date | Shares Under Option | Exercisable | Unexercisable | Strike Price | Expiration | Vesting |
|---|---|---|---|---|---|---|
| May 6, 2022 | 33,953 | 22,635 | 11,318 | $9.95 | May 6, 2032 | 3 equal annual installments |
Vesting Schedules and Potential Selling Pressure
| Award | Next Vest Date(s) | Shares Vesting | Notes |
|---|---|---|---|
| RSU (May 6, 2022) | May 6, 2025 | 4,308 | Final tranche of 2022 LTI RSUs |
| RSU (Mar 8, 2023) | Mar 8, 2025; Mar 8, 2026 | 50% of remaining each date (80,808 total remaining units) | Time-based; PSUs vest based on performance |
| RSU (Mar 4, 2024) | Mar 4, 2025; Mar 4, 2026; Mar 4, 2027 | 58,294 total across 3 tranches | Time-based |
| Lock-up Agreement | 90 days after prospectus date (2025 offering) | — | Kennedy signed a lock-up in 2025 offering, restricting sales in the lock-up period |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial Ownership (Shares) | 15,624 | 88,191 | 222,813 (includes 4,308 RSUs vesting within 60 days) |
| Ownership % of Outstanding | <1% | <1% | <1% |
| RSUs Unvested at FY-end | 147,040 (Dec 31, 2023) | 143,410 (Dec 31, 2024) | — |
| PSUs Unearned at FY-end | 121,212 (Dec 31, 2023, target) | 79,266 (Dec 31, 2024, target) | — |
| Options (Exercisable/Unexercisable) | 11,317 / 22,636 (Dec 31, 2023) | 22,635 / 11,318 (Dec 31, 2024) | — |
| Hedging/Pledging | Prohibited for insiders per policy | Prohibited | Prohibited |
- Stock ownership guidelines for executives were not disclosed in the proxy; compliance status not disclosed .
- Equity compensation plan shares available at YE 2024: 4,817,648 under 2021 Plan; weighted-average option exercise price $10.99; inducement awards outstanding not part of plan capacity .
Employment Terms
| Term | Detail |
|---|---|
| Role and Start Date | EVP, General Counsel & Corporate Secretary since April 2022 |
| Agreement Term | Initial 5-year term from Mar 30, 2022, auto-renewal for one-year periods unless earlier termination |
| Base Salary | $320,000 initially; increased to $328,000 in 2023 |
| Target/Max Bonus | Target 50% of salary; max 100%; based on pre-set performance objectives |
| Severance – No Cause | 6 months’ base salary; pro-rated bonus based on actual company results and assumed target personal objectives; subject to release |
| CIC Treatment (Plan) | If awards not assumed and termination without cause/good reason within 2 years post-CIC, unvested RSUs vest immediately (per 2021 Plan) |
| CIC Severance Enhancement | Change in Control Period (3 months pre–12 months post CIC): base salary continuation increased from 6 to 12 months (letter agreement dated Aug 12, 2025) |
| Restrictive Covenants | 1-year post-termination non-compete and customer/supplier non-solicit; company option to extend up to 1 year with continued salary; 2-year employee non-solicit |
| Clawback | Company-wide Incentive Compensation Recovery Policy compliant with NYSE/SEC; recovery of erroneously awarded incentive comp for 3 prior fiscal years following an accounting restatement |
| Tax Gross-Ups | Not disclosed |
Compensation Structure Analysis
- Shift from stock options to PSUs beginning in 2023 increases performance linkage and reduces reliance on options; Kennedy’s LTI mix includes both RSUs and PSUs with multi-year vesting and explicit performance periods .
- Discretionary recognition award in 2024 despite not meeting AIP threshold indicates some compensation flexibility; funding at 50% suggests Board emphasis on execution despite missed financial targets (watch for pay-for-performance alignment risk) .
- One-time RSU grant in August 2025 with CIC immediate vest provisions may elevate potential CIC payout sensitivity; Kennedy’s CIC severance lengthened to 12 months under the 2025 letter agreement (Change in Control Period), improving retention but increasing parachute exposure .
- Hedging and pledging prohibitions mitigate misalignment risks; 2025 lock-up agreement participation reduces near-term selling pressure following offering .
Governance and Related Items
- Compensation and Talent Committee comprised entirely of independent directors; Korn Ferry engaged in 2024 as independent compensation consultant; no conflicts disclosed .
- Beneficial ownership dominated by Sentinel and MidOcean affiliates, with board representation rights under the Stockholders’ Agreement; insider information-sharing under NDA frameworks (Sentinel/MidOcean) overseen by confidentiality agreements .
- Say-on-pay proposals are not presented; Holley is complying with smaller reporting company rules, and the 2025 proxy did not include say-on-pay outcomes .
Investment Implications
- Alignment: PSUs and multi-year RSU schedules reinforce long-term value creation; clawback and anti-hedging/pledging policies strengthen governance alignment .
- Retention: Enhanced CIC severance and new 2025 RSU grant reduce near-term attrition risk; however, CIC provisions increase potential transaction-related payouts .
- Trading Signals: Upcoming RSU vesting dates (May and March tranches) could create episodic selling windows, though 2025 lock-up may temporarily dampen near-term sales; options with $9.95 strike remain out-of-the-money at YE 2024 ($3.03 stock), lowering exercise likelihood absent price appreciation .
- Pay-for-Performance: 2023 AIP funding above target (103%) tied to adjusted EBITDA; 2024 below-threshold yet discretionary recognition at 50% warrants monitoring of committee discretion relative to financial outcomes .