Owen Basham
About Owen M. Basham
Owen M. Basham, age 39, is an independent director of Holley Inc. (HLLY), serving since July 2021 (previously a director of Holley Intermediate since 2018). He is a Partner at Sentinel Capital Partners, with prior roles at Macquarie Capital (restructuring and special situations) and Nancy Creek Capital. He holds a BS in Commerce from the University of Virginia’s McIntire School. The Board has determined that Mr. Basham is independent under NYSE standards, notwithstanding Sentinel’s 34.6% ownership stake in Holley .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sentinel Capital Partners | Partner | 2012–present | PE investing, portfolio oversight |
| Macquarie Capital | Restructuring & special situations group | ~2 years (pre-2012) | Distressed/restructuring experience |
| Nancy Creek Capital | PE/mezzanine investment professional | ~2 years (pre-2012) | Lower middle market investing |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Empire Auto Parts (Sentinel portfolio) | Director | Current | Portfolio governance |
| High Bar Brands (Sentinel portfolio) | Director | Current | Portfolio governance |
| L2 Brands (Sentinel portfolio) | Director | Current | Portfolio governance |
| RefrigiWear (Sentinel portfolio) | Director | Current | Portfolio governance |
| Prior portfolio boards (e.g., Fazoli’s, GSM Outdoors, SONNY’S Enterprises, etc.) | Former Director | Prior to sale by Sentinel | Operational oversight |
Board Governance
- Committee assignments: Compensation and Talent Committee (member); Nominating and Governance Committee (member). Chairs: Compensation and Talent Committee chaired by Graham Clempson; Nominating and Governance Committee chaired by Anita Sehgal .
- Independence: Board determined Basham is independent under NYSE rules, considering his Sentinel affiliation (Sentinel beneficially owns 34.6%) .
- Attendance: Board met 4 times in FY2024; committees met 5 (Audit), 4 (Compensation), 4 (Nominating); all incumbent directors attended at least 95% of Board and committee meetings. All directors attended the 2024 Annual Meeting .
- Board class/tenure: Class III director; term runs to the 2027 Annual Meeting .
- Executive sessions: Directors meet without management at every Board meeting; independent directors also meet in executive session with Ginger Jones presiding .
- Governance practices: Hedging/pledging prohibited; committees are 100% independent; separate Chair and CEO roles .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-Chair) | $70,000 | Standard non-employee director retainer |
| Committee membership retainers | $10,000 per committee | Compensation & Talent (member) + Nominating & Governance (member) → $20,000 |
| Total cash compensation (2024 actual) | $90,000 | Paid to Sentinel Capital Partners on behalf of Basham |
Performance Compensation (Director)
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Schedule/Terms |
|---|---|---|---|---|
| RSUs (annual 2024 grant) | Jun 11, 2024 | 29,166 | $104,998 (at $3.60/sh) | Vest on Jun 11, 2025, subject to continued Board service |
| RSUs (annual 2023 grant) | May 6, 2023 | 34,979 | Not stated in 2025 table | Vested on May 6, 2024 |
- Director equity structure: Holley compensates directors with RSUs under the 2021 Omnibus Incentive Plan; awards are time-based. No director performance share units (PSUs), options, or performance metrics disclosed for directors; awards for Basham are RSUs with time-based vesting .
- Consultant: Korn Ferry engaged by the Compensation and Talent Committee in 2024; Committee concluded independence and no conflicts .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Other public company boards | None listed for Basham . |
| Board sponsor representation | Sentinel nominees include Basham and James D. Coady; MidOcean representatives include Graham Clempson; Rubel serves as (transitioning to) non-Executive Chair . |
| Stockholders’ Agreement | Sentinel and MidOcean retain nomination and committee representation rights based on ownership thresholds . |
| Information-sharing NDA | Basham may share certain confidential Company information with Sentinel under an NDA; Sentinel must keep information confidential and limit use per agreement . |
Expertise & Qualifications
- Strategic leadership, business development, and financial skills from PE background; automotive aftermarket exposure via portfolio boards .
- Board skills matrix: Corporate strategy, M&A, accounting/financial reporting, public company governance, human capital, sales/marketing, legal/regulatory noted among Board competencies. Basham is marked for corporate strategy, M&A, accounting/financial reporting, public company governance, human capital, sales/marketing, legal/regulatory .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Owen M. Basham | 29,166 | <1% | Does not include any indirect ownership via Holley Parent Holdings, LLC; such indirect interests are disclaimed except to the extent of pecuniary interest . |
| Sentinel (Holley Parent Holdings, LLC) | 41,556,961 | 34.6% | Sentinel-controlled vehicle; board considered Sentinel affiliations in independence determinations . |
- Hedging/pledging: Company policy prohibits hedging, short sales, derivative transactions, and pledging/margin accounts for directors/officers .
Governance Assessment
-
Positives
- Independent designation upheld despite sponsor ties; committees are fully independent; strong attendance and executive session practices improve oversight .
- Transparent director pay structure; cash retainer aligns with committee workload; equity in RSUs supports long-term alignment (though held via sponsor) .
- Use of independent compensation consultant (Korn Ferry) with no conflicts reported .
- Insider Trading Policy and prohibition on hedging/pledging mitigate alignment risks .
-
Potential Conflicts / Red Flags
- Sponsor influence: Sentinel owns 34.6% and has nomination and committee representation rights; Basham and Coady are Sentinel partners, which may create perception of influence over compensation and governance agendas despite independence determinations .
- Information-sharing NDA permits Basham to share confidential Company information with Sentinel, raising information flow and conflict sensitivity considerations even with confidentiality obligations .
- Director cash and RSU compensation for Basham are paid to/held by Sentinel, potentially diluting individual “skin-in-the-game” alignment versus fund-level alignment .
-
Overall signal for investors: Board structure reflects typical post-SPAC sponsor governance with independent determinations documented and strong formal processes; however, sponsor interlocks and information-sharing arrangements warrant ongoing monitoring for related-party dynamics and committee decision-making independence .
Note: No director-specific say-on-pay data or director stock ownership guideline compliance was disclosed; all directors attended at least 95% of meetings in FY2024 .