Matthew Rubel
About Matthew Rubel
Matthew Rubel, 67, serves as Chairman of Holley’s Board (Executive Chairman since February 2023; transitioning to non-Executive Chairman effective May 1, 2025). He has been a director since 2020 and previously chaired the Executive Board of MidOcean Partners; his background includes CEO roles at Varsity Brands, Collective Brands (Payless, Sperry, Saucony, Stride Rite, Keds), and Cole Haan (1999–2005). Rubel holds a BS from Ohio University and an MBA from the University of Miami .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Holley Inc. | Executive Chairman; Chairman (non-Executive effective 5/1/2025) | Exec Chair since Feb 2023; Director since 2020 | Presides Board executive sessions (as Executive Chairman); active oversight of strategy |
| Varsity Brands | CEO/President/Board Member | Not disclosed | Strategic focusing and integration leadership |
| Collective Brands (Payless, Sperry, Saucony, Stride Rite, Keds) | Chairman/CEO/President | Not disclosed | Led multi-brand consumer platform |
| Cole Haan LLC | Chairman/CEO/President | 1999–2005 | Brand leadership and operations |
| J.Crew, Revlon, Murjani International | Senior management roles | Not disclosed | Retail/brand operations experience |
| White House Advisory Committee for Trade Policy Negotiation | Presidential appointee | 2010–2018 | Trade policy advisory |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| MidOcean Partners | Chairman, Executive Board | Private PE | Provides industry insights to MidOcean portfolio; potential sponsor interlock |
| KidKraft (MidOcean portfolio) | Executive Chairman | Private | Consumer products board leadership |
| The Joint Chiropractic | Board Member | Public | Current board role |
| Image Skincare (MidOcean portfolio) | Board Member | Private | Portfolio company oversight |
| Hudson’s Bay Company (HBC) | Independent Director (prior) | Public | Special Committee for going-private transaction |
| HSNi (HSN & Cornerstone Brands) | Independent Director (prior) | Public | Governance oversight |
| TreeHouse Foods, SUPERVALU, e.l.f Cosmetics, Furniture Brands | Independent Director (prior) | Public | Multiple consumer/retail boards |
| Advisors: Celect, Retail Next, First Insight, AfterPay | Advisor (prior) | Private/Tech | Retail-tech advisory |
| Senior Advisor: TPG Capital, TPG Growth, Roark Capital | Senior Advisor (prior) | PE | Sponsor advisory |
Board Governance
- Committee assignments: none. As Executive Chairman, Rubel presides at every Board executive session; independent directors also hold executive sessions with Ginger Jones presiding .
- Independence: Holley reports six of eight directors are independent, with committees 100% independent; Rubel’s Executive Chairman role indicates he is not independent .
- Attendance: The Board met 4 times in FY2024; Audit 5; Compensation & Talent 4; Nominating & Governance 4. Each incumbent director attended ≥95% of their meetings; all directors attended the 2024 Annual Meeting .
- Board structure: Separate Chair and CEO roles; transition to non-Executive Chair effective May 1, 2025 improves independence optics .
Fixed Compensation
| Component | Amount | Period/Grant | Notes |
|---|---|---|---|
| Executive Chairman base salary | $243,000 | FY2024 | No 2023 cash bonus; salary reflects Exec Chair role |
| Fees earned or paid in cash | $243,750 | FY2024 | Reported in director compensation table |
| Annual cash retainer (non-Chair reference) | $70,000 | FY2024 | Benchmark for non-Chair directors |
Performance Compensation
| Equity Award | Shares/Units | Grant Date | Vesting | Grant Date Fair Value | Notes |
|---|---|---|---|---|---|
| RSU (annual 2024 director grant) | 29,166 | 06/11/2024 | Vests on 06/11/2025 (1-year) if remaining on Board | $104,998 (at $3.60/share) | Standard director equity under 2021 Plan |
| RSU (Exec Chair inducement) | 75,000 | 02/06/2023 | Vested 02/06/2024 (1-year) | Not separately valued in table | Granted upon assuming Exec Chair |
| RSU (additional 2023 grant) | 25,000 | 05/06/2023 | Vested 02/06/2024 | Not separately valued in table | Supplementary grant |
Performance metrics tied to director compensation: Not disclosed for directors; director RSUs are time-based. Holley’s Clawback Policy applies to executive officers per NYSE/SEC rules; no director-specific clawback disclosed .
Other Directorships & Interlocks
| Entity | Type | Interlock/Conflict Consideration |
|---|---|---|
| MidOcean Partners (Chair, Executive Board) | Private equity sponsor | MidOcean beneficially owns 13.3% of Holley; NDAs permit Rubel to share certain confidential Holley information with MidOcean US Advisor, LP subject to strict confidentiality—oversight by Audit Committee policies. Independence determinations for MidOcean-affiliated directors were affirmed, but Rubel (Exec Chair) not independent . |
| The Joint Chiropractic | Public company | External public role; no disclosed related-party transactions with Holley . |
| KidKraft, Image Skincare | Private (MidOcean portfolio) | Potential sponsor portfolio interlocks; no Holley transactions disclosed . |
| Registration rights, warrants | Capital structure | MidOcean holds registration rights and private warrants from SPAC predecessor; standard sponsor arrangements; oversight via Audit Committee policies . |
Expertise & Qualifications
- Board skills matrix indicates Rubel brings corporate strategy, M&A, accounting/financial reporting, human capital management, sales/marketing, public company governance, and legal/regulatory experience .
- Extensive retail brand CEO track record and PE advisory depth, relevant to Holley’s consumer aftermarket platform .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Matthew Rubel (individual) | 1,201,437 | 1.0% | Excludes any indirect MidOcean interests; RSUs generally not counted unless vesting within 60 days. Hedging/pledging of company stock is prohibited by policy . |
Governance Assessment
- Strengths:
- Separation of Chair/CEO; committees fully independent; frequent executive sessions; ≥95% attendance—supports board effectiveness .
- Prohibition of hedging/pledging and robust insider trading policy reduce alignment risks .
- Transition from Executive to non-Executive Chair in 2025 improves independence optics and mitigates management influence risk .
- Watch items / potential conflicts:
- Sponsor influence: Sentinel (34.6%) and MidOcean (13.3%) retain nomination rights and committee seat rights at certain ownership levels; NDAs enabling information sharing to sponsors, although with confidentiality controls—monitor for related-party exposure and independence robustness .
- Compensation mix: As Executive Chairman, 2024 cash ($243k) exceeded equity grant ($105k); while he holds 1.2M shares, the director equity grant is time-based (no performance linkage). Year-over-year, special 2023 RSU grants (100k total) vested by Feb 2024; 2024 equity was standard director grant—scrutinize alignment and any future Chair comp changes post-transition .
- Signals:
- Korn Ferry served as independent comp consultant in 2024 (no management services)—positive for compensation governance .
- Committees chaired by independent directors; Rubel not serving on committees—reduces risk of sponsor-linked influence in oversight functions .
RED FLAGS: None disclosed regarding related-party transactions directly involving Rubel; NDAs with MidOcean and committee-seat rights under stockholders’ agreement warrant ongoing monitoring. No hedging/pledging, loans, option repricing, or tax gross-ups disclosed for directors .
Notes on Undisclosed Items
- Director-specific stock ownership guidelines, compliance status, meeting fees, or say-on-pay history: Not disclosed in the 2025 proxy .
- Insider Form 4 trading activity table for Rubel: Not disclosed in the proxy; not available in the provided documents .