Matthew Stevenson
About Matthew Stevenson
Matthew J. Stevenson, 47, has served as Holley’s President & Chief Executive Officer and a Director since June 6, 2023; he holds a B.S. in Management (Marketing) from Kettering University and an MBA from the University of Michigan Ross School of Business . In 2024, Holley’s net sales declined 8.7% to $602.2 million and Adjusted EBITDA fell to $110.5 million from $130.9 million; management highlighted DTC growth (+8%), National Retailer growth (+12%), ~$100 million eCommerce sales, and a 75% increase in revenue per SKU for new launches as operational wins under Stevenson’s leadership . Stevenson is a management (non‑independent) director; the Board maintains an independent Chair structure (Executive Chair transitioning to non‑Executive Chair May 1, 2025) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Blue Bird Corporation | President (Jul 2021), President & CEO (Nov 2021) | 2021–2023 | Led a designer/manufacturer of school buses prior to joining Holley . |
| Hyliion, Inc. | Independent advisor (commercial vehicle electric powertrain) | 2020 | Advised on EV powertrain market and private equity consumer services . |
| Terminix Residential (ServiceMaster) | President | 2017–2019 | Ran residential pest services business unit . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| National Pool Partners | Board Member | 2021–Present | Ongoing external directorship; no other public boards . |
Fixed Compensation
| Year | Base salary ($) | Target bonus (% of salary) | Max bonus (% of salary) | Actual bonus paid ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 683,846 | 100% (per employment agreement) | 200% (per employment agreement) | 350,000 (discretionary recognition award) | 4,312 | 1,038,158 |
| 2023 | 387,692 | 100% (agreement effective at hire) | 200% | 721,000 | 217,157 | 9,640,249 |
| 2023 signing bonus | — | — | — | 700,000 (sign‑on) | — | — |
- Employment agreement: initial 1‑year term with automatic 1‑year renewals; base salary $700,000 with annual review; target annual bonus 100% of salary (max 200%), contingent on pre‑set objectives .
Performance Compensation
Annual Cash Incentive
| Year | Metric framework | Threshold/target attainment | Payout determination | Paid ($) | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | Corporate performance objectives | Minimum threshold not met | Board approved 50% discretionary recognition award | 350,000 | Paid in Q1 2025 |
| 2023 | Adjusted EBITDA (disclosed as basis) | Funded at 103% (company-wide metric) | Paid per plan | 721,000 | Paid in Q1 2024 |
Equity Awards (Grants and Mechanics)
| Grant date | Instrument | Shares/Units | Key performance/vesting terms |
|---|---|---|---|
| 6/6/2023 | RSUs (inducement) | 1,000,000 | Four-year pro‑rata vesting on June 6 of 2024, 2025, 2026, 2027, subject to continued employment . |
| 6/6/2023 | PSUs (inducement) | 1,520,000 | Vest based on achievement of stock price targets; performance period 2023–2030; subject to continued employment . |
Outstanding Equity at FY‑End 2024 (Potential Future Payouts)
| Instrument | Unvested units (#) | Market/payout value ($) | Performance/vesting details |
|---|---|---|---|
| RSUs | 750,000 | 2,272,500 (at $3.03) | Pro‑rata on June 6 of 2025, 2026, 2027 (continued service) . |
| PSUs | 1,970,000 | 5,969,100 (payout value at $3.03) | Earned units vest upon stock price target achievement within 2023–2030 window . |
- Clawback: Holley adopted an Incentive Compensation Recovery Policy compliant with Exchange Act Section 10D and NYSE, mandating recovery of erroneously awarded incentive‑based comp following restatements for a 3‑year lookback .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total beneficial ownership | 2,316,836 shares (1.9% of 119,958,936 outstanding as of Mar 10, 2025) . |
| Vested vs. unvested | Unvested RSUs 750,000; unvested PSUs 1,970,000 at FY‑end 2024 (see table above) . |
| Options | None disclosed for Stevenson; no options listed among his outstanding awards . |
| Hedging/Pledging | Company policy prohibits hedging, short sales, derivative transactions, holding in margin accounts, and pledging Company securities . |
| Ownership guidelines | Not disclosed in the proxy (no executive multiple cited) . |
Vesting cadence and potential selling pressure:
- RSUs vest pro‑rata on June 6 in 2025, 2026, and 2027, which can create episodic liquidity windows, subject to trading windows and compliance with the Insider Trading Policy .
Employment Terms
| Term | Stevenson (CEO) |
|---|---|
| Agreement term | Initial 1‑year term; automatic 1‑year renewals unless terminated . |
| Base salary | $700,000; annual review (no decrease) . |
| Annual bonus | Target 100% of salary; max 200%; based on pre‑set objectives . |
| Severance (non‑CIC) | If terminated without cause or resigns for good reason: 12 months salary, 12 months COBRA reimbursement (if eligible), pro‑rated annual bonus based on actual results, and accelerated vesting of the RSU installment eligible to vest in the year of termination; 1‑year non‑compete and customer/vendor non‑solicit; 2‑year employee non‑solicit; company may extend non‑compete by up to one additional year with continued base salary payments during extension . |
| Change‑in‑control (double trigger) | If terminated without cause/resigns for good reason or non‑renewal within 3 months prior to or 12 months following a CIC: 24 months salary, 12 months COBRA reimbursement (if eligible), lump‑sum target bonus, accelerated vesting of all unvested RSUs and PSUs to the extent stock price metrics are attained as of CIC . |
Board Governance
- Board role: Director since 2023; no Board committees .
- Independence: The Board determined six of eight directors are independent; Stevenson (CEO) is not listed among independent directors .
- Leadership structure: Separate Chair and CEO; Executive Chair (Rubel) to transition to non‑Executive Chair effective May 1, 2025 .
- Board/committee attendance: During FY2024, the Board met 4 times; each incumbent director attended at least 95% of Board and committee meetings held during their service .
- Committee quality: 100% independent committees; Compensation and Talent Committee engaged Korn Ferry in 2024 and deemed it independent with no conflicts .
- 2025 proxy proposals: Election of three Class I directors and ratification of auditor; no say‑on‑pay proposal listed .
Compensation Structure Analysis
- Mix and alignment: Large equity orientation via 2023 inducement RSUs and PSUs, with PSU vesting contingent on stock price targets through 2030, directly linking upside to shareholder returns .
- Annual bonus discretion: 2024 plan did not meet threshold, but Board approved a 50% discretionary recognition award, resulting in a $350,000 payout; this introduces some discretion into pay‑for‑performance calibration for 2024 .
- Shift away from options: Company replaced stock options with PSUs beginning in 2023, increasing performance‑contingent equity exposure .
- Clawback and no hedging/pledging: Strengthens alignment and mitigates risk of misaligned incentives .
Performance & Track Record
| Period | Revenue/EBITDA | Profitability/Balance Sheet | Strategic/Operating Highlights |
|---|---|---|---|
| FY2024 vs FY2023 | Net Sales: $602.2m vs $659.7m (-8.7%); Adjusted EBITDA: $110.5m vs $130.9m | Net Loss $(23.2)m vs Net Income $19.2m; impairments: $40.9m goodwill and $7.7m trademark | DTC +8%, National Retailer +12%, ~$100m eCommerce, +75% revenue/SKU for new launches; 16+ brands grew; amended revolver to covenant‑lite, extended to 2029; inventory turns improved to 2.0x . |
Equity Ownership & Director Service Details
| Item | Detail |
|---|---|
| Beneficial ownership | 2,316,836 shares; 1.9% of outstanding . |
| Committees | None (Board member only) . |
| Other public boards | 0 (as per Directors summary) . |
Investment Implications
- Alignment and retention: Significant unvested equity (multi‑year RSUs; long‑dated PSUs tied to stock price to 2030) supports retention and aligns upside with shareholders; double‑trigger CIC with full RSU acceleration and PSU consideration upon metric attainment adds retention but increases potential change‑in‑control cost .
- Pay discipline vs. discretion: 2024 bonus threshold miss offset by a 50% discretionary recognition award ($350k), indicating willingness to use discretion for retention and recognition; monitor how 2025 metrics are set vs. guidance to gauge pay‑for‑performance rigor .
- Trading/flow watchpoints: RSU tranches vest annually on June 6 through 2027, potentially creating periodic sell pressure windows, subject to trading policies; PSU monetization requires stock price target attainment, so PSU‑driven supply is conditional on price performance .
- Risk signals: 2024 impairments and lower EBITDA vs. 2023 reflect ongoing transformation and macro softness; however, operational KPIs (DTC, eCommerce, retail growth) and leverage management (amended revolver) show execution focus under Stevenson .
- Governance: Separate Chair/CEO, independent committees, no hedging/pledging, and a compliant clawback policy are shareholder‑friendly structures that mitigate governance risk .