Jesse Weaver
About Jesse Weaver
Jesse Weaver, age 43, is Holley Inc.’s Chief Financial Officer, serving since December 2022; he brings nearly 20 years of finance, strategy, FP&A, and data analytics experience across SmileDirectClub (SVP Finance), Dollar General (VP FP&A), and Yum! Brands (Pizza Hut U.S.) after earlier M&A advisory roles, with a BBA (Finance) from Belmont University and an MBA (Finance/Strategy/Entrepreneurship) from Chicago Booth . During his tenure, Holley’s FY 2024 revenue was $602.224 million versus $659.704 million in FY 2023, and EBITDA was $106.704 million versus $121.544 million in FY 2023 (indicative of a challenging backdrop requiring cost discipline and execution) [FY 2023 and FY 2024 values from S&P Global]*. 2023 annual bonuses were funded at 103% based on adjusted EBITDA targets; 2024 missed the minimum threshold and the Board exercised discretion for a 50% recognition payout, highlighting tighter pay-for-performance and governance controls .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | 659,704,000* | 602,224,000* |
| EBITDA ($USD) | 121,544,000* | 106,704,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SmileDirectClub (NASDAQ: SDC) | SVP Finance | Jan 2021–Dec 2022 | Led FP&A, IR, Strategy, Treasury, Risk through a volatile DTC dental cycle . |
| Dollar General (NYSE: DG) | VP FP&A | Aug 2017–Jan 2021 | Drove near-/long-term planning and zero-based budgeting initiatives for scale retail . |
| Yum! Brands (NYSE: YUM), Pizza Hut U.S. | Finance leadership (strategy, FP&A, analytics) | Prior to 2017 | Supported brand unit economics and analytics for large QSR network . |
| Middle-market investment bank | M&A and capital advisory | Early career | Transaction execution and capital raising foundation . |
External Roles
No external public company board roles or committee positions disclosed for Weaver in the 2025 proxy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | $435,000 | $424,967 (paid) | Weaver’s base increased to $475,000 in 2024 (contractual rate; partial-year paid figure shown) . |
| Target Annual Bonus (%) | 65% of base | 65% of base | Max 130% of base . |
| Non-Equity Incentive ($) | $291,233 | $141,377 | 2023 funded 103% on adjusted EBITDA; 2024 discretionary recognition funded at 50% . |
| All Other Compensation ($) | $17,854 | $2,573 | Includes 401(k) match and minor benefits . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Adjusted EBITDA (2023 annual bonus) | Not disclosed | Company-set objective | Achieved above threshold | Funded at 103% | Paid in Q1 2024 . |
| 2024 Discretionary Recognition (cash) | N/A | N/A | N/A | 50% funded, paid Q1 2025 | N/A. |
| PSUs (2023 grant) | Not disclosed | Established performance criteria | Ongoing | Earned units vest pro rata over 3 years | 2023–2026 performance period . |
| PSUs (2024 grant) | Not disclosed | Established performance criteria | Ongoing | Earned units vest pro rata over 3 years | 2024–2027 pro-rata schedule . |
Equity Ownership & Alignment
- Beneficial Ownership: 434,016 shares; “less than 1%” of outstanding (Holley had 119,958,936 shares outstanding as of March 10, 2025) .
- Outstanding Equity Awards (as of 12/31/2024):
| Type | Units Unvested | Market/Payout Value ($) | Grant Date(s) | Vesting Schedule |
|---|---|---|---|---|
| RSUs | 212,412 | $643,608 (at $3.03/sh) | 3/8/2023; 3/4/2024 | 3/8/2023 grant: two-/three-year pro-rata; 3/4/2024 grant: three-year pro-rata (2025–2027) . |
| PSUs (target) | 106,464 | $322,586 | 3/8/2023; 3/4/2024 | Earned units vest pro rata at period end; performance period 2023–2026 . |
- Pledging/Hedging: Company policy prohibits hedging, short sales, derivatives, margin accounts, or pledging of Company securities, reducing misalignment risk .
- Clawback: NYSE/SEC-compliant incentive compensation recovery policy covering the prior 3 fiscal years in the event of a restatement (fault not required) .
Employment Terms
| Topic | Terms |
|---|---|
| Agreement Term | 5 years initial (Dec 12, 2022), auto-renews annually unless terminated . |
| Base Salary | $435,000 initially; increased to $475,000 in 2024; annual review (no decrease) . |
| Target/Max Bonus | Target 65% of base; Max 130% of base; performance objectives set by Board . |
| Severance (Without Cause) | 6 months’ base salary; pro-rated annual bonus based on actual results; subject to release . |
| Change-in-Control (Awards) | Under 2021 Plan: if not assumed and terminated without cause/for good reason within 2 years post-CIC, outstanding unvested RSUs immediately vest; PSUs subject to plan terms . |
| Non-Compete / Extension | 1-year post-termination non-compete and non-solicit of customers/suppliers, extendable up to 1 additional year with 9 months’ notice and continued base salary during extension . |
| Employee Non-Solicit | 2 years post-termination . |
Vesting Schedules and Potential Selling Pressure
| Award | Key Dates | Quantity | Note |
|---|---|---|---|
| RSUs (3/8/2023, 3-year) | 3/8/2025; 3/8/2026 | 109,849 remaining over two tranches | Staggered pro-rata vesting through 2026 may create periodic supply. |
| RSUs (3/8/2023, 2-year) | 3/8/2025 | 25,253 final tranche | Final vest in 2025, near-term pressure. |
| RSUs (3/4/2024, 3-year) | 3/4/2025; 3/4/2026; 3/4/2027 | 77,310 across three dates | Multi-year vesting cadence. |
| PSUs (2023–2026) | Vests at period end annually | 106,464 target | Performance-based; realized units could add supply if metrics met. |
Holley prohibits pledging and hedging, which mitigates forced selling via margin calls, but scheduled RSU/PSU vest dates can create routine liquidity events; monitoring Form 4s around vest dates is prudent .
Compensation Structure Analysis
- Shift to PSUs: In 2023 and 2024, long-term mix moved away from options to PSUs plus RSUs, increasing alignment with explicit performance conditions while reducing optionality risk; options were not granted in 2024 .
- Discretion in tough year: 2024 annual bonus threshold was not met; the Board used discretion to deliver 50% recognition awards—a balanced signal of retention amid operational progress despite macro/industry constraints .
- Governance controls: Hedging/pledging ban and clawback are robust, supporting pay-for-performance integrity .
Equity Ownership & Alignment (Summary Table)
| Measure | Value |
|---|---|
| Beneficial shares | 434,016 (<1% of outstanding) . |
| Unvested RSUs | 212,412 . |
| Unvested PSUs (target) | 106,464 . |
| Options | None disclosed for Weaver . |
| Hedging/Pledging | Prohibited . |
| Clawback | NYSE/SEC compliant, 3-year lookback . |
Performance & Track Record
- Revenue and EBITDA trajectory: FY 2024 revenues $602.224 million vs. FY 2023 $659.704 million; EBITDA $106.704 million vs. $121.544 million, reflecting operational headwinds and a focus on efficiency and incentive calibration [values from S&P Global]*.
- Bonus funding outcomes: 2023 cash incentives funded at 103% on adjusted EBITDA; 2024 recognition award funded at 50% due to threshold miss, indicating tighter performance gates and selective discretion .
Values retrieved from S&P Global.*
Risk Indicators & Red Flags
- Hedging/Pledging ban reduces alignment risk; no Section 16(a) filing delinquencies reported for 2024 .
- No tax gross-ups, golden parachute gross-up, or repricing of options disclosed for Weaver; options not granted in 2024 .
- Related party governance: Sentinel/MidOcean governance rights noted at Board level; not specific to Weaver’s compensation .
Say-on-Pay & Shareholder Feedback
No advisory say-on-pay proposal was included in 2025; the proxy’s voting items were director elections and auditor ratification .
Expertise & Qualifications
- Education: BBA (Finance), Belmont University; MBA (Chicago Booth) .
- Technical expertise: FP&A, IR, strategy, treasury, risk, data analytics; multi-format retail and DTC experience .
- Industry exposure: Consumer/retail, DTC health, QSR—relevant for aftermarket consumer demand cycles .
Work History & Career Trajectory
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Holley Inc. | CFO | Dec 2022–Present | NEO; compensation and equity detailed herein . |
| SmileDirectClub | SVP Finance | 2021–2022 | Led FP&A, IR, Strategy, Treasury, Risk . |
| Dollar General | VP FP&A | 2017–2021 | Strategic planning and ZBB . |
| Yum! Brands (Pizza Hut U.S.) | Finance roles | Pre-2017 | Strategy, FP&A, analytics . |
| Middle-market investment bank | M&A advisory | Early career | Transactions and capital advisory . |
Compensation Committee Analysis
- Committee composition includes independent directors; Korn Ferry engaged as independent consultant in 2024 for director and executive compensation advice; no conflicts identified .
- Oversight includes performance target setting, equity plan administration, and stockholder engagement on executive pay .
Investment Implications
- Alignment: Weaver’s mix of RSUs/PSUs, hedging/pledging prohibitions, and clawback policy supports alignment and mitigates misbehavior risks; ownership is <1% but meaningful unvested units create sustained retention hooks .
- Retention and supply signals: Multiple vesting events in March (2025–2027) imply predictable liquidity windows; monitor Form 4s around 3/8 and 3/4 anniversaries for potential selling pressure .
- Pay-for-performance calibration: 2023 EBITDA-based bonus funding at 103% versus 2024 discretionary 50% recognition points to tightened gates and governance discipline amid softer financials (FY 2024 revenues/EBITDA below FY 2023) *.
- Execution risk: Lower FY 2024 revenue and EBITDA versus prior year underscore the importance of margin management and capital allocation; PSU achievement depends on performance criteria, making equity realizations sensitive to operational recovery [values from S&P Global]* .
Values retrieved from S&P Global.*