Govindaraj Ramasamy
Hyliion HoldingsAbout Govindaraj Ramasamy
Chief Commercial Officer at Hyliion since February 2024, with 17+ years of global leadership in power generation at Cummins across datacenter, Middle East, and East Asia markets, and earlier supply-chain roles at Kimball International. Education: B.S. Mechanical Engineering (Anna University), M.S. Industrial & Systems Engineering (Auburn University), MBA (Northwestern University). Hyliion’s shareholder performance during his tenure sits within a broader multi-year TSR and net income profile shown below; the company emphasizes pay-for-performance with equity-based incentives tied to stock price thresholds and commercialization milestones for KARNO generators .
Company Pay-Versus-Performance (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Company TSR – Value of initial $100 investment | $37.74 | $13.12 | $42.10 |
| Net Income ($000s) | $(153,357) | $(123,510) | $(52,048) |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cummins Inc. | Executive Director, Global Datacenter Business | 2006–2024 (most recent role within tenure) | Led one of Cummins’ fastest-growing power generation segments; advanced energy transition positioning via customer partnerships and next-gen technology |
| Cummins Inc. | Managing Director, Cummins Arabia (Middle East) | 2006–2024 (within tenure) | Drove business growth, operational strategy, and market expansion across Middle East |
| Cummins Inc. | General Manager, Power Generation (East Asia) | 2006–2024 (within tenure) | Oversaw business growth and market expansion in East Asia |
| Kimball International | Supply-chain leadership roles | Not disclosed | Streamlined operations and optimized supply-chain strategies |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in SEC filings reviewed | — | — | No external directorships/board roles disclosed in Hyliion’s FY2024 10-K or 2025 DEF 14A |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base salary (annual rate) | $380,000 | Prorated beginning 2/5/2024 |
| Salary actually earned (2024) | $336,154 | Reflects partial year from start date |
| Target annual cash incentive (dollars) | $266,000 | Prorated beginning 2/5/2024 |
| Target annual cash incentive (% of base) | 70% (calculated from $266,000 on $380,000) | Derived from disclosed base and target amounts |
| Sign-on bonus | $150,000 | Subject to 1-year repayment conditions if terminated for cause or voluntary departure |
| Other compensation (relocation) | $33,438 | Relocation inducement |
Performance Compensation
Annual Cash Incentive – Corporate Metrics (2024)
| Metric | Weighting | Threshold | Target | Actual | Payout % |
|---|---|---|---|---|---|
| KARNO Generator Deliveries | 50% | 5 | ≥9 | 0 | 0% |
| 2025 Order Backlog | 40% | 50 | ≥75 | 106 | 110% |
| Culture & Safety Scorecard | 10% | Board discretion | Board discretion | Yes | 100% |
| Total Corporate Component | — | — | — | — | 54% |
| Individual Performance (summary) | Payout |
|---|---|
| Secured customer contracts/LOIs for early KARNO deployments; strengthened sales/marketing processes; defined value packages and collaborated on technology roadmap; planned product roadmap; built infrastructure/processes for KARNO delivery | $157,809 (total annual cash incentive payout) |
Performance-Based Equity (2024 Grants and Vesting)
| Item | Detail |
|---|---|
| Total performance RSUs granted (2024) | 202,500 shares |
| Price hurdle schedule | $2.00 → 20%; $2.50 → 30%; $3.00 → 50% of target RSUs |
| Achievement/certification | $2.00 met 8/12/24, certified 8/13/24; $2.50 met 11/13/24, certified 11/14/24; $3.00 met 12/10/24, certified 12/11/24 |
| Vesting for each achieved tranche | 50% on the certification anniversary in 2025 (8/13/25, 11/14/25, 12/11/25) and 50% on 12/31/2026, subject to continued employment |
| Grant-date fair value basis | $0.83 per performance RSU (2/13/2024), in lieu of final 2021/2023 tranche for certain execs (Ramasamy received fresh performance RSUs; forfeitures noted for Healy/Panzer) |
Time-Based Equity (2024 Grants and Vesting)
| Item | Detail |
|---|---|
| Unvested time-based RSUs (12/31/24) | 202,500 shares |
| Vesting schedule | 33% in February 2025; remainder in equal quarterly installments through February 2027 |
| Market value at 12/31/24 | $528,525 at $2.61 closing price |
Equity Ownership & Alignment
| Ownership Item | Amount/Policy | Notes |
|---|---|---|
| Beneficial ownership (as of 3/26/2025) | 157,539 shares; <1% of common stock | As reported in beneficial ownership table |
| Shares outstanding (record date) | 175,232,794 | For reference on company float |
| Unvested time-based RSUs | 202,500 shares; $528,525 market value at 12/31/24 | Schedule through Feb 2027 |
| Unvested performance RSUs | 202,500 shares (achieved hurdles); tranche vesting in 2025/2026 | Subject to continued employment |
| Options (exercisable/unexercisable) | None outstanding | No option table entries |
| Stock ownership guidelines | 3× base salary for NEOs within 5 years | Shares/RSUs count toward compliance |
| Compliance status | On track to meet guideline within permitted time | As disclosed for non-CEO NEOs |
| Anti-hedging/anti-pledging | Hedging and pledging prohibited; margin accounts not permitted | Insider Trading Policy |
Employment Terms
- Start date and role: Joined Hyliion as Chief Commercial Officer in February 2024; initial SEC Form 3 filed 02/15/2024 noting officer status .
- Agreements: Company states “certain” NEOs have a change-in-control (CIC) agreement and there is an Executive Severance Plan (effective 5/4/2023); individual CIC/severance terms for Ramasamy are not disclosed in proxy .
- Clawbacks: SEC/NYSE-compliant Clawback Policy (Section 10D) plus Supplemental Clawback for fraud/material misrepresentation, enabling recovery/cancellation of incentive comp for covered executives .
- Trading controls: Quarterly trading blackouts (from 10 days before quarter-end until two full trading days after earnings release), event-specific blackouts, and mandatory pre-clearance for officers/directors; permitted exceptions include pre-cleared 10b5‑1 plans and tax-withholding transactions .
- Say-on-Pay: 94% approval at May 2024 annual meeting, supportive of pay program design .
Vesting Schedules and Insider Selling Pressure
- Near-term equity supply events: Performance RSU tranches vest 50% on 8/13/2025, 11/14/2025, and 12/11/2025; remaining 50% on 12/31/2026 (subject to continued employment). Time-based RSUs vest 33% in February 2025 and quarterly thereafter through February 2027. These dates can create mechanical sell/withhold activity for taxes, but trades require pre-clearance and must avoid blackout windows .
- Policy constraints: Hedging/pledging prohibited; blackout schedule and pre-clearance reduce discretionary selling flexibility; permitted tax-withholding transactions may occur at vest .
Compensation Structure Analysis
- Mix shift toward equity with stock-price-based PSUs: 2024 design includes performance RSUs tied to $2.00/$2.50/$3.00 30-day average price, aligning with shareholder returns; all hurdles achieved and certified, with time-based restrictions to support retention through 2026 .
- Annual incentive focused on commercialization: Corporate metrics targeted KARNO deliveries and backlog; despite zero deliveries in 2024, backlog exceeded target, and culture/safety achieved, yielding 54% corporate payout plus individual performance, for total cash incentive of $157,809 .
- Peer benchmarking updates: Compensation Committee revised peer group to reflect strategic shift toward energy/power technologies, using Meridian Compensation Partners for independent advice .
Equity Compensation Detail
| Equity Type | Grant/Status | Vesting/Triggers | Value Basis |
|---|---|---|---|
| Performance RSUs (2024) | 202,500 granted; 100% performance achieved | 50% on 8/13/2025, 11/14/2025, 12/11/2025 by tranche; 50% on 12/31/2026; employment condition | $0.83 grant-date fair value (2/13/24) |
| Time-based RSUs (2024) | 202,500 unvested as of 12/31/24 | 33% in Feb 2025; quarterly through Feb 2027 | $2.61 YE price → $528,525 market value |
| Options | None outstanding | — | — |
| Director/Officer sales hedging/pledging | Prohibited | Trading subject to blackout/pre-clearance; 10b5‑1 permitted | Policy-based |
Compensation & Ownership Tables (Summary)
| Metric | 2024 |
|---|---|
| Base Salary (rate) | $380,000 |
| Target Bonus (dollars) | $266,000 |
| Target Bonus (%) | 70% (derived) |
| Actual Annual Cash Incentive Paid | $157,809 |
| Sign-on Bonus | $150,000 |
| RSU Grant Fair Value (SCT) | $392,850 |
| Beneficial Ownership (shares) | 157,539 |
| Ownership % of Common | <1% |
Expertise & Qualifications
- Technical and commercial leadership in power generation, datacenters, and global market expansion; extensive sales, product marketing, engineering, project development, execution, and supply chain expertise .
- Degrees: B.S. Mechanical Engineering (Anna University), M.S. Industrial & Systems Engineering (Auburn University), MBA (Northwestern University, Chicago) .
Risk Indicators & Red Flags
- Section 16(a) filings: One late Form 4 filing noted for Ramasamy in 2024; otherwise directors/executives compliant .
- Related party transactions: None disclosable in 2023–2024 .
- Pay program governance: Strong anti-hedging/pledging, clawbacks, ownership guidelines; high 2024 Say-on-Pay support (94%) mitigates governance risk perception .
- Company performance context: Multi-year net losses with improved TSR in 2024; underscores execution risk around KARNO commercialization timelines .
Compensation Committee & Governance
- Committee composition: Independent directors; Compensation Committee chaired by Vincent Cubbage; meetings and oversight described .
- Independent consultant: Meridian Compensation Partners engaged; independence confirmed annually .
- Stock ownership guidelines: 3× base salary for NEOs; on-track status disclosed for non-CEO NEOs .
Investment Implications
- Alignment and retention: Large dual RSU structures (time-based and stock-price-based) with vesting clustered in late 2025 and 2026 support retention and align with shareholder value creation; blackout/pre-clearance and anti-hedging/pledging policies temper near-term selling pressure .
- Execution signal: Individual incentive outcomes and backlog overachievement point to commercial traction under Ramasamy’s leadership despite delayed deliveries, a key lever for future revenue inflection and TSR support .
- Pay-for-performance: Achieved stock-price hurdles unlock performance RSUs subject to continued employment, creating strong personal incentives to sustain operational momentum and share price performance through 2026 .
- Monitor disclosures: Specific CIC/severance terms for Ramasamy are not detailed in the proxy; investors should monitor future filings for clarification on change-of-control economics and any insider trading activity as vesting dates approach .