Jose Oxholm
Hyliion HoldingsAbout Jose Oxholm
Jose Oxholm serves as Hyliion’s Chief Legal and Compliance Officer and signed the 2025 proxy notice in that capacity; he previously served as Vice President, General Counsel and Chief Compliance Officer under an employment agreement effective November 16, 2020 (amended February 24, 2022) . His 2022 NEO compensation profile shows base salary of $350,000, equity awards of $762,000, and annual incentive payout of $203,660, with long-term PRSUs tied to operational milestones and annual RSUs vesting over three years . Company performance during his tenure included a decline in the value of a $100 TSR investment to $4.94 in 2023 before recovering to $42.10 in 2024, with net losses of $(123,510)K in 2023 and $(52,048)K in 2024; revenue was $2.1M in 2022 and not a primary pay metric before 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hyliion Holdings Corp. | Vice President, General Counsel & Chief Compliance Officer | Nov 16, 2020–2023 | Supported Hypertruck ERX Founders Program; built legal team; created multi-year compliance roadmap; supported public company compliance and positioning . |
| Hyliion Holdings Corp. | Chief Legal and Compliance Officer | 2025 | Signed the 2025 proxy notice; senior oversight of legal/compliance and governance communications . |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Actual Bonus Paid ($) |
|---|---|---|---|
| 2021 | 350,000 | — | 156,800 |
| 2022 | 350,000 | 70% | 203,660 |
Performance Compensation
Annual Incentive (2022 program design and outcomes)
| Metric (Weight) | Threshold | Target | Achieved | Payout % |
|---|---|---|---|---|
| Hypertruck ERX Orders (30%) | 150 | 200 | 210 | 100% |
| Controlled Fleet Trials (20%) | 1 | 3 | 3 | 100% |
| Revenue (20%) | $2.0M | $2.4M | $2.1M | 63% |
| ERX Design Verification Samples (15%) | 9 | 13 | 11 | 100%* |
| Launch Facility LOIs (15%) | 3 | 3 | 0 | 0% |
| Total Company Component (75% weight) | — | — | — | 78% |
| Individual Component (25% weight) | — | — | Fully met objectives | 100% |
| Overall Cash Incentive Result | — | — | — | 83% of target; $203,660 paid |
*Committee granted 100% payout for ERX Samples based on program needs despite 11 vs. 13 built .
Long-Term Incentives (PRSUs and RSUs)
| Category | Structure | 2022 Tranche Result | Vesting Treatment |
|---|---|---|---|
| PRSUs (granted 2021) | Four annual tranches with yearly metrics set; performance period through 2025 | Company-weighted payout 78%; Jose: 37,500 eligible; 29,250 vested; 8,250 forfeited | Vested amounts pay out pro-rata over remaining period, subject to continued service |
| RSUs (2022 annual grant) | Three-year schedule: one-third after one year, then quarterly over two years | Granted value $600,000 ; unvested units 169,105 at 12/31/2022 | Time-based; acceleration possible under certain severance/CIC circumstances |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 24, 2023) | 95,903 shares; <1% of outstanding . |
| Unvested RSUs (Dec 31, 2022) | 169,105 units; market value $395,706 at $2.34/share . |
| Unearned PRSUs (Dec 31, 2022) | 123,750 units; market/payout value $87,750 at $0.71/accounting basis for 2022 tranche value reference . |
| Options | None disclosed for Jose . |
| Hedging/Pledging | Company policy prohibits hedging and pledging by employees/directors . |
| Ownership Guidelines | Executives must hold ≥3x base salary; Jose on track within permitted time window . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement & Term | Employment agreement effective Nov 16, 2020; amended Feb 24, 2022; initial 4-year term to Dec 31, 2024 with auto-renewals . |
| Base Pay & Incentives | Base $350,000; annual time-based RSUs (first award valued $600,000); one-time PRSU of 150,000 shares; PRSU performance period to Dec 31, 2025 . |
| Annual RSU Vesting | One-third after one year; remaining vests quarterly over next two years . |
| Severance (non-CIC) | If involuntary without cause or good reason resignation: 12 months salary continuation; up to 12 months COBRA reimbursement; immediate vesting of time-based equity granted >1 year prior; extended option exercise (if any); PRSUs vest pro-rata based on actual performance . |
| Change-in-Control (CIC) | Employment agreements (including Oxholm) provide: PRSUs vest based on actual achievement measured immediately prior to CIC; unvested time-based awards vest if not assumed; severance as applicable (double-trigger requirement implied by policy context) . |
| Clawbacks | Board-adopted Clawback Policy (SEC/NYSE-compliant) and Supplemental Clawback for fraud/misrepresentation recovery . |
| Insider Trading | Pre-clearance requirements; quarterly trading blackouts; policy extends to Related Persons . |
Compensation Structure Analysis
- 2021→2022 mix: Equity awards decreased ($1,018,872 → $762,000), while cash incentive rose ($156,800 → $203,660); base remained $350,000, reflecting tighter equity grants alongside sustained cash incentives .
- Incentives are operationally anchored (orders, trials, revenue), with PRSUs tied to annual milestone setting suited to commercialization phase; RSUs provide retention through multi-year vesting .
- Anti-hedging/pledging and ownership guidelines strengthen alignment; clawbacks add accountability .
Governance, Peer Benchmarking, and Shareholder Feedback
- Compensation benchmarking uses peer groups; refreshed in 2024 to align with KARNO and energy transition focus (adds include Bloom Energy, Shoals, ChargePoint, Ballard, etc.) .
- Say-on-Pay approvals were strong: ~96% (2023) and ~94% (2024), indicating investor support for the program .
- Section 16(a) compliance noted one late Form 4 for Jose (2024 proxy), an administrative lapse without broader governance impact .
Investment Implications
- Alignment: Large unvested RSUs/PRSUs and 3x salary ownership guideline create meaningful skin-in-the-game; anti-hedging/pledging lowers misalignment risk .
- Retention risk: Standard non-CIC severance (12 months salary, equity treatment) and time-based RSU cadence support retention; PRSUs require continued service for delivery even after performance certification .
- Selling pressure: RSU vesting over the 3-year schedule can create periodic supply, but pre-clearance and blackout policies govern timing; no pledging allowed .
- CIC economics: Actual-performance vesting on PRSUs and vesting of time-based awards if not assumed (with severance) are shareholder-standard protections; double-trigger construct mitigates windfall risk .
- Program credibility: Strong say-on-pay outcomes and comprehensive clawbacks suggest low governance overhang; minor late filing in 2024 is not thesis-changing .