Ginger Jones
About Ginger M. Jones
Independent director since 2021; age 60; MBA (The Ohio State University) and BS in Accounting (University of Utah); Certified Public Accountant. Former SVP & CFO of Cooper Tire & Rubber; designated Audit Committee Financial Expert at Holley and presides over independent director executive sessions, signaling strong governance expertise and independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper Tire & Rubber Company | VP & CFO; promoted to SVP & CFO | Dec 2014–Dec 2018 | Led finance, IR, business information systems, and corporate strategic planning |
| Plexus Corp. | SVP & CFO | 2007–2014 | Senior finance leadership |
| Banta Corporation | VP & Corporate Controller | 2002–2007 | Corporate controller responsibilities |
| Deloitte & Touche | Audit/Assurance (CPA) | Early career | Public accounting foundation |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Tronox Holdings plc (NYSE: TROX) | Director | Since Apr 4, 2018 | Audit Committee Chair; Corporate Governance & Sustainability Committee |
| Nordson Corporation (NASDAQ: NDSN) | Director | Since Dec 2019 | Audit Committee; Compensation Committee |
| Libbey Inc. (NYSE: LBY) | Director | Oct 2013–Oct 2020 | Audit Committee Chair |
Board Governance
- Committees at Holley: Audit Committee (Chair); Compensation and Talent Committee (member) .
- Audit Committee Financial Expert designation (Jones and Clempson) .
- Independence: Board determined Jones is independent under NYSE standards .
- Executive sessions: Independent directors meet without management at every Board meeting; Jones presides .
- Attendance: Board held 4 meetings in FY2024; Audit 5, Compensation 4, Nominating 4; all incumbent directors attended at least 95% of meetings of the Board and respective committees; all directors attended the 2024 Annual Meeting .
- Committee composition wholly independent; Board governance highlights include hedging/pledging prohibitions and separate Chair/CEO .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer (non-Chair) | $70,000 | Standard fee for non-employee directors |
| Audit Committee Chair Retainer | $25,000 | Chair premium for Audit |
| Compensation & Talent Committee Member Retainer | $10,000 | Committee membership fee |
| 2024 Director Compensation (Holley) | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Ginger M. Jones | 105,000 | 104,998 | — | 209,998 |
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (Annual grant to each non-employee director) | Jun 11, 2024 | 29,166 | $104,998 total; $3.60 per share | Vests on Jun 11, 2025 (1-year), subject to Board service |
No performance-conditioned equity (e.g., PSUs) is disclosed for directors; director equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Potential Interlock/Consideration |
|---|---|
| Tronox (chemicals) | No Holley-related related-party transactions disclosed involving Jones; adds audit rigor but limited operating overlap with performance auto aftermarket |
| Nordson (industrial) | No conflicts disclosed; enhances finance and compensation oversight experience |
Board-level sponsor representation exists via Sentinel and MidOcean per Stockholders’ Agreement, including committee representation rights tied to ownership; Jones is independent and not affiliated with sponsors . Non-Disclosure Agreements allow sponsor designees to share confidential information with sponsors under strict restrictions; not applicable to Jones .
Expertise & Qualifications
- Primary skillsets: Corporate Strategy; M&A; Senior Executive Leadership; Accounting/Financial Reporting; Human Capital; Public Company Governance; Legal/Regulatory exposure; diversity perspective (female) .
- Audit depth: Designated Audit Committee Financial Expert at Holley; chairs Tronox’s Audit Committee .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % |
|---|---|---|
| Ginger M. Jones | 100,465 | <1% |
- Policy: Hedging, short sales, derivatives trading, and pledging of Holley securities are prohibited by Insider Trading Policy—positive alignment signal .
- Ownership guidelines for directors not disclosed; no pledging by Jones disclosed .
Compensation Committee Analysis
- Membership: Compensation and Talent Committee includes Jones (member), Clempson (Chair), Basham, Gloeckler—entirely independent composition .
- Consultant: Korn Ferry engaged in 2024 to advise on executive and director compensation; Committee concluded Korn Ferry was independent and free of conflicts .
- Oversight scope: CEO goal-setting, equity grants approval, succession planning, stockholder engagement on compensation, human capital management .
Governance Assessment
- Strengths: Independent status; Audit Chair and Financial Expert credentials; high attendance; presiding role in independent executive sessions; no director-specific related-party transactions disclosed; prohibitions on hedging/pledging; independent compensation oversight and use of independent consultant .
- Watch items: Sponsor governance rights (Sentinel/MidOcean) and information-sharing NDAs for sponsor designees create a governance environment with sponsor influence; continued vigilance on committee independence and related-party oversight remains prudent, though not tied to Jones .
- Overall: Jones’ finance and audit leadership across multiple public boards, combined with her Holley roles, supports board effectiveness and investor confidence; compensation mix (cash + time-based RSUs) aligns director incentives with long-term equity value without risky performance constructs .