Jon Panzer
Hyliion HoldingsAbout Jon Panzer
Hyliion’s CFO since September 2022, Jon Panzer (age 58) previously spent 26 years at Union Pacific in senior finance, technology, and operations roles and began his career as a U.S. Navy nuclear engineer; he holds a B.S. in Electrical Engineering (University of Nebraska–Lincoln) and an MBA (Carnegie Mellon) . During his tenure, Hyliion’s 2024 revenue shifted to R&D services ($1.5M vs. $0.7M in 2023) and net loss narrowed ($52.0M vs. $123.5M), while company TSR improved materially in 2024 (value of $100 investment rose to $42.10 from $13.12 in 2023) .
Past Roles
| Organization | Role(s) | Years | Strategic Impact |
|---|---|---|---|
| Union Pacific | SVP Intermodal Operations; SVP Technology & Strategic Planning; VP & Treasurer; VP FP&A; AVP Marketing & Sales | 26 years | Led IT, cybersecurity, strategic planning, treasury, FP&A, and intermodal operations at one of North America’s largest railroads . |
| U.S. Navy | Nuclear Engineer | Not disclosed | Technical foundation in high-reliability operations and engineering . |
External Roles
No public company directorships or external board roles disclosed for Panzer in Hyliion filings reviewed .
Fixed Compensation
Pay levels and mix
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 450,000 | 450,000 |
| Target Bonus ($) | 337,500 (75% of salary) | 337,500 (75% of salary) |
| Actual Annual Incentive Paid ($) | — | 221,400 |
| Stock Awards (Grant-date Fair Value, $) | 471,500 | 499,550 |
| Total Reported Compensation ($) | 921,500 | 1,170,950 |
- 2024 base salaries for Panzer and CEO were unchanged vs. 2023 .
2024 Annual Incentive Plan (AIP) – structure and outcome
| Metric (Weight) | Threshold | Target | Achieved | 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 Company Factor | 54% |
- Panzer’s individual achievements included U.S. government contract systems/process implementations, investor relations plan, cybersecurity/IT support, KARNO supply chain development, and government affairs/contracting oversight; his total AIP payout for 2024 was $221,400 .
Performance Compensation
2024 price-threshold PRSUs (granted in lieu of prior final tranche)
| Grantee | Total PRSUs (2024 grant) | $2.00 Threshold (20%) | $2.50 Threshold (30%) | $3.00 Threshold (50%) | Performance Status | Vesting Timing |
|---|---|---|---|---|---|---|
| Jon Panzer | 257,500 | 51,500 | 77,250 | 128,750 | All price hurdles met in 2024; time-based vesting remains | 50% of each tranche on 2025 dates (Aug 13; Nov 14; Dec 11) and 50% on Dec 31, 2026 |
- Grant economics: PRSUs valued at $0.83 at grant (Feb 13, 2024); time-based RSUs valued at $1.11; Panzer forfeited 50,000 shares from a 2021/2023 performance award in exchange for the new grant .
- Time-based RSUs: For Panzer, 31% vested in Feb 2025, remainder vesting approximately quarterly through Feb 2027 .
Outstanding equity at FY2024
| Type (as of 12/31/2024) | Shares/Units | Valuation Basis | Market/Carrying Value |
|---|---|---|---|
| Unvested time-based RSUs | 319,666 | $2.61 close | $834,328 |
| Unearned performance RSUs (incl. 2024 PRSUs subject to time) | 261,453 | $2.61 close | $682,392 |
| Stock options (exercisable/unexercisable) | — / — | — | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 335,208 shares; <1% of outstanding as of March 26, 2025 (excludes RSUs not vesting within 60 days) . |
| Ownership Guidelines | NEOs must hold 3x base salary within five years; other NEOs “on track” to meet requirements . |
| Hedging/Pledging | Prohibited by policy (no hedging, no pledging/margin) . |
| Clawback | Exchange Act 10D-compliant clawback plus supplemental policy for fraud/misrepresentation (recovery up to 3 years; cash and equity) . |
Employment Terms
| Element | Summary |
|---|---|
| Employment Agreement | Panzer initially had a 3‑year agreement (from 9/12/2022) with $450k salary, 75% target bonus, sign-on $350k, and equity; in May 2023 he moved to the Company Severance Plan and entered into the standard CIC Agreement (non-CEO form) . |
| Severance Plan (non-CIC) | Generally 12 months salary continuation plus up to 12 months COBRA; immediate vesting of time-based equity granted >1 year prior; performance awards vest pro-rata based on actual performance; option exercise extended up to 3 years; release and covenants required . |
| Change in Control (double trigger) | If terminated without cause or resigns for good reason within 12 months post-CIC: lump sum equal to 2x (salary + target bonus), up to 12 months COBRA, immediate vest of unvested time-based equity, performance awards vest based on actual performance pro-rated for service; release/covenants required . |
| Clawback/Insider Trading | Clawback policies and strict insider trading policy with blackout and pre-clearance; anti-hedging and anti-pledging . |
Insider Trading & Vesting Overhang (timing signals)
- 2024 PRSU price hurdles were met; vesting dates: 10% on Aug 12, 2025; 15% on Nov 14, 2025; 25% on Dec 11, 2025; 50% on Dec 31, 2026 (for PRSU/time-based packages), implying periodic vest-driven tax withholdings or potential liquidity events on/around those dates .
Compensation Structure Analysis
- Shift toward equity alignment and retention: No options outstanding; long-term mix driven by RSUs/PRSUs; 2024 PRSUs tied to explicit stock price hurdles, replacing prior tranche (Panzer forfeited 50,000 shares from the 2021/2023 award) .
- Guaranteed vs at-risk pay: Salary flat at $450k; equity and AIP outcomes varied with operational (deliveries, backlog) and stock price goals; AIP paid at 54% company factor for 2024 .
- Governance-friendly features: No hedging/pledging, robust clawbacks, minimum vesting provisions; strong say‑on‑pay support (~94% in 2024) .
Related Party Transactions
No disclosable related party transactions for 2024 or 2023 .
Say-On-Pay & Shareholder Feedback
Say‑on‑pay approval at the May 2024 meeting was ~94% in favor; the Board continues annual say‑on‑pay and considers shareholder input in plan design .
Expertise & Qualifications
- Education: B.S. Electrical Engineering (University of Nebraska – Lincoln); MBA (Carnegie Mellon) .
- Core skills: Large‑scale operations, technology/cybersecurity oversight, corporate finance/treasury, FP&A, and intermodal logistics from Union Pacific; current role also includes cybersecurity oversight with Audit Committee .
Company Performance Context (during Panzer’s tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Revenues ($000s) | 2,106 | 672 | 1,509 |
| Net Loss ($000s) | (153,357) | (123,510) | (52,048) |
| Value of $100 Investment (TSR) | $37.74 | $13.12 | $42.10 |
Equity Ownership & Vesting Detail (Panzer)
| Category | Shares/Units |
|---|---|
| Beneficially owned (3/26/2025) | 335,208 (<1%) |
| Unvested time-based RSUs (12/31/2024) | 319,666 |
| Unearned performance RSUs (incl. 2024 PRSUs, time-vesting outstanding) | 261,453 |
| Stock options | None |
Compensation Peer Group (Benchmarking)
- 2024 peer group reviewed/updated for 2025 benchmarking to reflect the strategic shift toward energy/power tech (e.g., Bloom Energy, Shoals, ChargePoint, Ballard); several trucking/auto-adjacent peers removed (e.g., Nikola, Workhorse) .
- Independent consultant (Meridian) engaged; plan emphasizes performance alignment and retention .
Investment Implications
- Alignment and retention: Heavy equity mix, strict no‑pledging, stock-ownership guidelines (3x salary), and robust clawbacks indicate governance strength; vesting calendar through 2026 creates periodic supply from tax withholdings or potential sales but also retention hooks .
- Pay-for-performance: 2024 AIP tied to commercial milestones (deliveries/backlog) and culture/safety; equity tied to explicit price hurdles that were achieved, signaling strong correlation to shareholder value creation .
- Trading signal: An open‑market purchase of 40,000 shares in May 2025 (~$1.14) by the CFO is a positive insider sentiment indicator amidst mostly routine tax withholdings, though it is a single data point and should be weighed with fundamentals and liquidity needs .
- Risk/turnaround execution: 2024 results show revenue model transition (R&D services) and materially narrower losses; PRSU vesting is conditioned on continued service through 2025–2026 dates, anchoring executive focus on sustained progress and stock price support .