James Coady
About James D. Coady
James D. Coady (age 55) is an independent director of Holley Inc. and Partner at Sentinel Capital Partners; he has served on Holley’s Board since 2021 and previously served on the board of Holley Intermediate since 2018 . He holds an MBA from Northwestern University’s Kellogg School of Management and an AB from Harvard University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sentinel Capital Partners | Partner | 1998–present | Private equity investment, portfolio oversight |
| First Chicago Equity Capital (First Chicago NBD) | Associate | ~3 years prior to 1998 | Private equity investing |
| Alex. Brown & Sons | Analyst | ~2 years prior to 1998 | Investment banking analysis |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| American West Restaurant Group (Sentinel portfolio) | Director | No (portfolio company) | PE portfolio oversight |
| High Bar Brands (Sentinel portfolio) | Director | No | PE portfolio oversight |
| Empire Auto Parts (Sentinel portfolio) | Director | No | PE portfolio oversight |
| Spectrum Safety Solutions (Sentinel portfolio) | Director | No | PE portfolio oversight |
| Other boards listed (historical) | Director | Various (primarily private) | Multiple prior portfolio boards |
| Other public company boards | — | 0 | Proxy summary lists zero other public boards |
Board Governance
- Committee assignments: Nominating and Governance Committee (member); no chair roles disclosed for Coady .
- Independence: Board determined Mr. Coady is independent under NYSE standards, notwithstanding his affiliation with Sentinel, which beneficially owns 34.6% of Holley’s common stock; the Board concluded the relationship did not impair independence .
- Attendance and engagement: In FY2024, the Board held 4 meetings; Nominating and Governance Committee held 4; each incumbent director attended at least 95% of Board and applicable committee meetings. All then-serving directors attended the 2024 Annual Meeting .
- Executive sessions: Directors meet in executive session without management at every Board meeting; independent directors also meet in executive session, with Ms. Ginger Jones presiding .
- Stockholders’ agreement & sponsor rights: Sentinel and MidOcean retain nomination rights tied to ownership and may appoint one designee to each standing committee while entitled to designate at least two directors, subject to NYSE standards .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $70,000 | Standard for non-employee directors |
| Committee membership retainer (NGC) | $10,000 | Per committee |
| Committee chair fee | — | Not applicable; Coady not a chair |
| FY2024 fees earned (Coady) | $80,000 | Matches $70k + $10k for NGC |
| Payment direction | Cash compensation attributable to Coady’s service paid to Sentinel Capital Partners | Compensation routed to sponsor entity |
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-date Fair Value | Vesting |
|---|---|---|---|---|
| Director RSU award (annual) | Jun 11, 2024 | 29,166 | $104,998 (at $3.60 per share) | Vests Jun 11, 2025 (1-year) |
| Director RSU award (annual) | May 6, 2023 | 34,979 | — | Vested May 6, 2024 |
| Director RSU award (annual) | May 11, 2022 | 9,320 | — | Vested May 11, 2023 |
| Holding entity | — | — | — | RSU awards attributable to Coady’s service are held by Sentinel Capital Partners |
- Performance metrics: No performance-based metrics disclosed for director compensation; director equity awards are time-based RSUs under the 2021 Omnibus Incentive Plan .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public boards | 0 |
| Sponsor interlocks | Sentinel affiliates own 34.6% and nominate directors; Coady and Basham (both Sentinel partners) serve on the Nominating & Governance Committee |
| Information-sharing arrangements | Non-Disclosure Agreements permit Basham and Coady to share certain confidential Board information with Sentinel, subject to confidentiality obligations |
Expertise & Qualifications
- Board skills matrix indicates Coady contributes expertise in Corporate Strategy, Automotive Industry, Mergers & Acquisitions, Senior Executive Leadership, Accounting/Financial Reporting, Human Capital Management, Sales/Marketing, and Public Company Governance; not flagged for Legal/Regulatory .
- Holley-specific qualification: experience in private equity transactional matters and post-acquisition operational oversight .
Equity Ownership
| Holder | Shares | Ownership % |
|---|---|---|
| James D. Coady | 29,166 | Less than 1% |
| Sentinel (Holley Parent Holdings, LLC) | 41,556,961 | 34.6% |
| Notes | Director cash compensation and RSU awards attributable to Coady’s service are paid to/held by Sentinel Capital Partners | — |
- Hedging/pledging: Company policy prohibits hedging, short sales, options trading, and pledging/margin of Company securities for directors and insiders .
Governance Assessment
- Strengths: Formal independence determination despite sponsor affiliation; strong attendance (≥95%); 100% independent committees; regular executive sessions; anti-hedging/pledging policy .
- Alignment concerns: Director’s cash fees and RSU awards are paid to/held by Sentinel, reducing the individual’s direct “skin-in-the-game”; sponsor retains board nomination and committee designee rights, potentially concentrating influence on Nominating & Governance processes .
- Information flow risk: NDAs enabling sponsor information-sharing from director designees raise potential conflict optics, mitigated by confidentiality obligations and Audit Committee oversight of related party policies .
- Equity mix: For 2024, Coady’s compensation was predominantly equity by grant value ($104,998 RSUs vs. $80,000 cash), but the holding entity is the sponsor, not the individual, which may dilute personal alignment .
RED FLAGS: Sponsor influence via nomination/committee rights and confidential information-sharing; director compensation routed to/held by sponsor rather than individual; substantial sponsor ownership (34.6%) alongside two sponsor-affiliated directors on NGC .