Mary Gustanski
Hyliion HoldingsAbout Mary Gustanski
Independent director at Hyliion since August 2021; age 62 as of March 2025. She spent 39+ years in the automotive industry, retiring in 2019 as Senior Vice President and Chief Technology Officer at Delphi Technologies, after serving as VP, Engineering & Program Management; she holds a BS in Mechanical Engineering and a MS in Manufacturing Management from Kettering University . She is a Class III director with term expiring at the 2026 annual meeting; the Board has determined she is independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Delphi Technologies (formerly Delphi Automotive) | Senior Vice President & Chief Technology Officer | Until 2019 | Led innovation and global technologies; advanced propulsion and vehicle electrification |
| Delphi Automotive | Vice President, Engineering & Program Management | Pre-2019 | Engineering leadership; program management |
External Roles
| Organization | Role | Since | Committees/Impact |
|---|---|---|---|
| Amprius Technologies, Inc. | Director | June 2023 | Board member (committee roles not disclosed in HYLN proxy) |
Board Governance
- Independence: Independent director; Board majority independent .
- Class and tenure: Class III; term expires 2026 .
- Board attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors met in executive session at each regular Board meeting .
- Executive sessions: Independent directors met in executive session with each regular Board meeting .
| Committee | 2023 | 2024 | 2025 |
|---|---|---|---|
| Audit | Not a member | Joined Aug 6, 2024 (replacing Melanie Trent) | Member; Audit Committee members: Knight (Chair), Boehm, Gustanski |
| Compensation | Member (with Cubbage; Jenkins until Mar 2023, then Freeland) | Member until Aug 6, 2024; replaced by Trent thereafter | Not a member |
| Nominating & Corporate Governance | Not listed as member | Not listed as member | Not listed as member |
| Technology | Chair; committee met 3 times in FY 2023 | Chair | Chair |
- Committee activity levels: Compensation Committee met 6 times in 2024 ; Nominating & Corporate Governance met 4 times in 2024 ; Audit Committee met 4 times in 2024 .
Fixed Compensation
| Year | Cash Retainer | Chair Fees | Total Cash | Notes |
|---|---|---|---|---|
| 2024 | $75,000 | $15,000 (Technology Committee chair) | $90,000 | Board Chair: $50,000; Audit Chair: $25,000; other chairs: $15,000 |
Performance Compensation
| Year | Equity Type | Grant Date Fair Value | Grant Basis | Performance Metrics |
|---|---|---|---|---|
| 2024 | RSUs | $86,719 | Granted based on $1.11 closing price on grant date | No director performance metrics disclosed (RSU retainer) |
The 2025 non-employee director program is “substantially consistent” with 2024 .
Other Directorships & Interlocks
| Company | Sector | Role/Notes | Potential Interlock/Conflict Assessment |
|---|---|---|---|
| Amprius Technologies, Inc. | Advanced battery technology | Director since June 2023 | Overlap with Hyliion’s electrification focus is a monitoring point; Hyliion disclosed no related party transactions in 2023–2024 . |
Expertise & Qualifications
- Deep automotive engineering and operations experience; CTO background in propulsion and electrification .
- Mechanical engineering (BS) and manufacturing management (MS) from Kettering University .
- Technology governance: Chair of Technology Committee, advising on product/technology roadmaps, IP, IT, and cybersecurity preparedness (2023 charter recap) .
- Financial literacy: Board determined Audit Committee members meet NYSE financial sophistication requirements .
Equity Ownership
| As of | Shares Beneficially Owned | Percent of Common Stock |
|---|---|---|
| March 13, 2024 | 56,879 | <1% |
| March 26, 2025 | 135,594 | <1% |
- Beneficial ownership excludes unvested RSUs that will not vest within 60 days of the measurement date .
- Stock ownership guidelines: Non-employee directors must reach 4x annual cash retainer within 5 years of first election/appointment; as of the 2025 proxy, Healy, Craig, Cubbage and Knight meet guidelines; all other non-employee directors are “on track” (includes Gustanski) .
Governance Assessment
- Board effectiveness: Active leadership of the Technology Committee and service on Audit since 2024 demonstrate engagement in product strategy and financial oversight; committee cadence (Audit 4x, Comp 6x, Nominating 4x in 2024) indicates functioning governance processes .
- Independence and attendance: Independent status; Board and committee attendance >=75% across directors in 2024; regular executive sessions enhance independent oversight .
- Ownership alignment: Beneficial holdings increased from 56,879 (Mar 2024) to 135,594 (Mar 2025); guidelines require 4x retainer within 5 years, and she is on track to meet the requirement .
- Director pay mix: Cash retainer plus modest chair fee and annual time-based RSUs; no director performance metrics disclosed, which is standard but means pay is not explicitly tied to TSR/operational KPIs .
- Shareholder signals: Say-on-Pay received ~94% support in May 2024, suggesting broad investor approval of compensation practices (board-level signal) .
- Conflicts and related-party exposure: Company disclosed no related party transactions in 2023–2024; Section 16(a) late filing exceptions did not include Gustanski, indicating clean reporting history .
RED FLAGS
- None disclosed related to Gustanski: no related-party transactions, no late Section 16(a) filings, and compliance trajectory with ownership guidelines is positive .
- Watchpoint: External directorship at Amprius (battery tech) warrants continued monitoring for potential supplier/customer overlap, though no related-party transactions are disclosed .
Insider Filing Compliance
| Year | Section 16(a) Late Filings Listed | Gustanski Included? |
|---|---|---|
| 2024 | Panzer (1), Gallagher (4), Oxholm (1), Lantz (1), Standley (3) | No |
| 2025 | Ramasamy (1) | No |
Compensation Committee Analysis
- 2024 Compensation Committee members: Cubbage (Chair), Freeland, Gustanski; Trent joined Aug 6, 2024 replacing Gustanski; 6 meetings in FY 2024 .
- Committee mandate includes setting executive objectives, approving NEO compensation, overseeing employment agreements, severance/CIC protections, and administering incentive plans .
- Independence: All members satisfy NYSE American independence requirements and Rule 16b-3 .
- Consultant disclosure: Not specifically disclosed for 2024 in the proxy (skip).
Technology and Risk Oversight
- Technology Committee charter (2023 recap): Oversight of product/technology roadmaps, partnerships/acquisitions, IP/IT/cyber preparedness; Gustanski chaired the committee .
- Board risk oversight: Audit oversees financial risks and compliance; Nominating & Governance oversees ESG; CFO and Audit oversee cybersecurity; Board handles strategic risk .
Director Compensation Detail (2024)
| Director | Cash Fees | Stock Awards (Grant-Date FV) | Total |
|---|---|---|---|
| Mary Gustanski | $90,000 | $86,719 | $176,719 |
Notes:
- Program: Annual cash retainer $75,000; chair fees—Board Chair $50,000, Audit Chair $25,000, other chairs $15,000; RSU grant $86,719 valued at $1.11 grant-date price .
- 2025 program “substantially consistent” with 2024 .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay approval: ~94% in May 2024; advisory, but Board considers results in compensation policy decisions .
- Ongoing engagement: Board provides channels for stockholder communication and reviews engagement themes .
Meeting Cadence and Attendance
| 2024 Board Activity | Frequency |
|---|---|
| Board meetings | 4; ≥75% attendance by each director; all directors attended 2024 annual meeting |
| Audit Committee | 4 meetings |
| Compensation Committee | 6 meetings |
| Nominating & Corporate Governance Committee | 4 meetings |
| Independent director executive sessions | In connection with each regular Board meeting |