Graham Clempson
About Graham Clempson
Graham Clempson, age 63, has served on Holley Inc.’s Board since February 2023 and is an independent director under NYSE rules despite his affiliation with MidOcean Partners; he is Vice Chairman of MidOcean’s Executive Board and co‑founded the firm in 2003 . He chairs Holley’s Compensation and Talent Committee, sits on the Audit Committee, and has been designated an Audit Committee Financial Expert by the Board; he attended at least 95% of Board and committee meetings in FY2024 . Clempson holds an MA in Law from Oxford University, with a career spanning senior private equity and investment banking roles at Morgan Grenfell Private Equity and Deutsche Bank Capital Partners .
Past Roles
| Organization | Role | Tenure/Date(s) | Committees/Impact |
|---|---|---|---|
| Empower Ltd. (SPAC) | President; Director | Pre‑merger; through Business Combination July 2021 | Led sponsor-side governance prior to Holley de‑SPAC |
| MidOcean Partners | Co‑Founder; Vice Chairman of Executive Board | Since 2003; Vice Chair role ongoing | Executive Board leadership; investment strategy and portfolio management |
| Deutsche Bank Capital Partners | European Managing Partner | Prior to 2003; through 2012 as European roles referenced | Led European private equity; co‑headed investment banking coverage |
| Morgan Grenfell Private Equity | CEO | Prior to MidOcean founding | PE leadership; sponsor coverage expertise |
| Deutsche Bank (IB) | Co‑Head European Investment Banking | Prior to 2003 | Focus on Financial Sponsors, Leveraged Finance, High Yield |
| Bankers Trust Company | Analyst/Associate (career start) | Began career in 1983 | Foundation in finance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Quartic Capital LLP | Managing Partner | 2012 | Manages secondary PE assets in partnership with Coller Capital |
| Everatti Automotive Ltd. | Director | 2024 | EV/automotive; not listed as other public board in Holley proxy |
| MidOcean Partners | Vice Chairman, Executive Board | Ongoing | Governance/investment oversight; New York‑based |
Board Governance
- Committees: Chair, Compensation and Talent Committee; Member, Audit Committee .
- Audit Committee Financial Expert: Board determined Graham Clempson qualifies; all audit members are independent and financially literate .
- Independence: Board determined Clempson is independent under NYSE despite MidOcean beneficially owning 13.3% of Holley; relationship did not impair independence .
- Attendance: Each incumbent director attended at least 95% of Board/committee meetings in FY2024; all then‑serving directors attended the 2024 annual meeting .
- Executive sessions: Regular executive sessions at every Board meeting; independent directors meet in executive session with Ms. Jones presiding .
- Stockholders’ Agreement: MidOcean retains rights to designate Board nominees and committee representation based on ownership thresholds .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer (Director) | $70,000 | $70,000 |
| Audit Committee Membership Retainer | $10,000 | $10,000 |
| Compensation & Talent Committee Chair Retainer | $15,000 | $15,000 |
| Total Cash Fees (Clempson) | $85,500 | $95,000 |
Performance Compensation
Directors receive time‑vested RSUs; no performance‑based targets apply to director equity.
| Grant | Grant Date | Units | Vesting | Grant‑Date Fair Value per Share |
|---|---|---|---|---|
| On appointment (Clempson) | Feb 6, 2023 | 24,854 | Vested Feb 6, 2024 | $3.42 |
| Annual 2023 director grant | May 6, 2023 | 34,979 | Vested May 6, 2024 | $2.43 |
| Annual 2024 director grant | Jun 11, 2024 | 29,166 | Vests Jun 11, 2025 (1‑yr) | $3.60 |
| Stock Awards recognized (Clempson) | FY2023 | — | — | $85,001 (aggregate) |
| Stock Awards recognized (Clempson) | FY2024 | — | — | $104,998 (aggregate) |
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Notes |
|---|---|---|
| MidOcean Partners | Sponsor | MidOcean owns ~13.3% of Holley common stock and warrants; Clempson serves as Vice Chairman of MidOcean’s Executive Board |
| NDA Information‑Sharing | Governance arrangement | Holley entered NDAs allowing Clempson and Rubel to share confidential Company info with MidOcean US Advisor, subject to strict confidentiality—reduces info‑leak risk but creates perceived conflict exposure |
| Stockholders’ Agreement | Governance rights | MidOcean and Sentinel retain nomination and committee rights tied to ownership thresholds, implying sponsor influence on Board/committee composition |
Expertise & Qualifications
- Financial, M&A and sponsor coverage expertise; senior leadership across PE and investment banking; designated Audit Committee Financial Expert .
- Automotive/industrial exposure via Everatti and prior roles; public company governance experience indicated in Board skills matrix .
- Education: MA in Law, Oxford University .
Equity Ownership
| Metric | As of Mar 11, 2024 | As of Mar 10, 2025 |
|---|---|---|
| Shares Beneficially Owned (Clempson) | 462,962 (less than 1%) | 492,128 (less than 1%) |
| Hedging/Pledging | Prohibited by Insider Trading Policy (no short sales, options, hedging, margin/pledging) | |
| Indirect Ownership Note | Disclosure states director totals exclude shares indirectly owned through MidOcean interests |
Governance Assessment
- Committee leadership: As Chair of the Compensation and Talent Committee, Clempson oversees CEO/NEO pay programs, equity plans, succession planning, and shareholder engagement; Korn Ferry was engaged and deemed independent in 2024, supporting pay governance quality .
- Independence vs sponsor ties: The Board’s independence determination acknowledges MidOcean’s 13.3% ownership and Clempson’s Vice Chair role; while compliant, sponsor influence through nomination/committee rights and NDAs presents perceived conflicts that investors should monitor, especially given his comp‑committee chair role and MidOcean’s equity positions .
- Attendance and engagement: ≥95% attendance and executive sessions each meeting indicate high engagement and good process discipline .
- Alignment: Direct stock ownership (<1%) and annual RSUs align interests; prohibition on hedging/pledging strengthens alignment; nonetheless, the small personal stake vs sponsor affiliation tempers individual alignment signal .
- RED FLAGS:
- Sponsor interlocks: MidOcean ownership, warrants/earn‑outs, nomination/committee rights create potential for influence over pay and audit oversight; mitigated by formal independence and external consultant independence, but still a governance sensitivity .
- NDA information‑sharing: While governed by confidentiality, formal channels to share Holley confidential information with MidOcean raise perceived conflict risks; robust Audit Committee oversight of related‑party transactions is essential .
Overall, Clempson brings deep financial expertise and effective committee leadership; investors should continue to scrutinize compensation decisions and related‑party governance processes given sponsor influence channels, even with independence determinations and strong attendance/engagement .