Jeffrey Craig
Hyliion HoldingsAbout Jeffrey Craig
Independent Chair of the Board at Hyliion Holdings Corp. since January 2022; age 64 as of March 13, 2025. Former Executive Chairman (through Dec 31, 2021), CEO and President of Meritor; prior leadership roles at GMAC Commercial Finance and GMAC Business Credit; earlier career as an audit partner at Deloitte & Touche. Education: BS in Accounting (Michigan State University) and MBA (Duke University). He is an independent director under NYSE American standards and regularly participates in executive sessions of independent directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Meritor, Inc. (NYSE: MTOR) | Executive Chairman | Through Dec 31, 2021 | Oversaw governance during transition; prior CEO/President anchored operational and financial leadership |
| Meritor, Inc. | CEO & President | Apr 2015–Feb 28, 2021 | Led strategic and operational performance |
| Meritor, Inc. | President & COO | Jun 2014–Mar 2015 | Operational execution across businesses |
| Meritor, Inc. | SVP & President, Commercial Truck & Industrial | Feb 2013–May 2014 | Business line P&L responsibility |
| Meritor, Inc. | SVP & CFO | Feb 2009–Jan 2013 | Corporate finance leadership |
| Meritor, Inc. | Acting Controller; SVP & Controller; VP & Controller | May 2006–Apr 2009 | Financial reporting and controls |
| GMAC Commercial Finance | President & CEO | 2001–Apr 2006 | Led commercial lending services |
| GMAC Business Credit | President & CEO | 1999–2001 | Business unit leadership |
| GMAC | General Auditor | 1997 | Internal audit leadership |
| Deloitte & Touche | Audit Partner | Pre-1997 | Assurance and audit expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcosa, Inc. (NYSE: ACA) | Director; Chair of Audit Committee | Since Sep 2018 | Audit oversight; financial expertise |
| Baxter International Inc. (NYSE: BAX) | Director; Chair of Audit Committee | Since Sep 2024 | Audit oversight; financial expertise |
- Interlock: Hyliion director Melanie Trent also serves as a director at Arcosa, Inc. (since 2018), creating a shared external board linkage with Craig.
Board Governance
| Item | Detail |
|---|---|
| Board role | Chair of the Board (independent) |
| Committee memberships | Nominating & Corporate Governance Committee (member) |
| Independence status | Determined independent under NYSE American rules |
| Attendance | Board held 4 meetings in 2024; each director attended ≥75% of Board/committee meetings; all directors at 2024 Annual Meeting |
| Executive sessions | Independent directors met in executive session at each regular Board meeting |
| Years of service on HYLN board | Director since January 2022 |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $75,000 |
| Board Chair fee | $50,000 |
| Cash total | $125,000 |
| RSU grant (fair value) | $86,719 (granted at $1.11 FMV) |
| Total | $211,719 |
- 2025 director compensation program substantially consistent with 2024 program.
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director RSUs | Annual grant to non-employee directors | None disclosed for directors (time-based grants) | Based on RSU terms; grant valued at $1.11 FMV for 2024 awards |
- No performance-conditional metrics (e.g., revenue, EBITDA, TSR) are disclosed for director compensation; RSUs appear time-based for directors.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Implication |
|---|---|---|
| Arcosa, Inc. | Craig (Audit Chair) and Hyliion director Melanie Trent both serve on Arcosa’s board | Information flow/network linkage; monitor for audit-related influence alignment |
Expertise & Qualifications
- Deep finance and governance credentials from Meritor CFO role, GMAC audit leadership, and Deloitte audit partner background; audit committee chairmanships at Arcosa and Baxter underscore financial oversight expertise.
- Board skills matrix highlights directors’ governance, international, finance, corporate development/strategy, industry/operations, and management experience aligned to Hyliion’s needs.
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jeffrey Craig | 282,060 | <1% | Beneficial ownership excludes unvested RSUs not vesting within 60 days of Mar 26, 2025 |
- Director stock ownership guidelines: 4x annual cash retainer; Craig meets the requirement.
- Anti-hedging and anti-pledging: Company prohibits hedging and pledging of Company stock.
Governance Assessment
-
Positive signals:
- Independent Board Chair; clear separation of Chair and CEO roles.
- High board engagement: ≥75% meeting attendance and routine independent executive sessions.
- Strong ownership alignment policies; Craig meets director ownership guideline.
- No related-party transactions disclosed in 2023–2024.
- Shareholder support: 94% Say-on-Pay approval in 2024 (advisory).
- Robust clawback policy and supplemental clawback beyond Exchange rules.
- Strict insider trading, blackout, and pre-clearance, with prohibitions on hedging/pledging.
-
Risk indicators and potential red flags:
- Interlock with Melanie Trent at Arcosa may create perceived information-network overlaps; monitor for committee independence and conflicts if Arcosa becomes a material customer/supplier.
- Committee scope: Craig serves on Nominating & Corporate Governance (member) but not Audit or Compensation at Hyliion; audit/comp insights enacted indirectly via chair role—ensure effective delegation.
-
Compensation structure for directors appears reasonable (cash retainer plus time-based RSUs) with no performance-linked director pay; minimizes pay-for-performance conflict risks at the board level.