Melanie Trent
Hyliion HoldingsAbout Melanie Trent
Independent director since March 2023; age 60. Former Executive Vice President, General Counsel and Chief Administrative Officer at Rowan Companies plc (now part of Valaris plc). JD from Georgetown University Law Center and BA from Middlebury College, with a career concentration in legal, compliance, governance, and administrative leadership in energy and industrials . She is an independent Class I director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rowan Companies plc (now part of Valaris plc) | Executive Vice President, General Counsel & Chief Administrative Officer; previously Senior Vice President, Chief Administrative Officer & Corporate Secretary; Vice President & Corporate Secretary | 2005–April 2017 (EVP/GC/CAO 2014–2017; SVP/CAO/Secretary 2011–2014; VP/Secretary 2010–2011) | Senior legal, compliance, and administrative oversight in a global offshore drilling company . |
| Reliant Energy Incorporated | Various legal, administrative and investor relations roles | Not disclosed | Legal and IR leadership within a U.S. energy company . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Diamondback Energy (NASDAQ: FANG) | Lead Director | Since 2018 | Public E&P company; leadership and governance role . |
| Arcosa, Inc. (NYSE: ACA) | Director | Since 2018 | Industrial products; note interlock with HYLN Board Chair Jeffrey Craig who is also an ACA director and Audit Committee chair . |
| Noble Corp (NYSE: NE) | Director | Feb 2021–Oct 2022 | Departed at merger with Maersk Drilling . |
| Frank’s International (now part of Expro) | Director | Until Oct 2021 | Departed at merger with Expro in Oct 2021 . |
| Houston Endowment, Inc. | Chair, Board of Directors | Not disclosed | Major private foundation; civic governance role . |
Board Governance
- Independence and tenure: The Board determined Ms. Trent is independent under NYSE American standards; she has served since March 2023 and is a Class I director (term ends at the 2027 annual meeting) .
- Committee assignments (as of March 13, 2025): Chair, Nominating & Corporate Governance Committee; Member, Compensation Committee. She previously served on the Audit Committee from February 2024 until August 6, 2024, when Mary Gustanski replaced her .
- Attendance and engagement: The Board held four meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served. All directors serving at the time attended the 2024 annual meeting. Independent directors met in executive session in connection with each regular Board meeting, supporting independent oversight .
- Board structure: Roles of Board Chair (Jeffrey Craig) and CEO are separated; Craig is an independent director. The Board may designate a lead director if the Chair were not independent; independent oversight mechanisms are in place .
Fixed Compensation
| Element (Non-Employee Director Program) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly . |
| Committee chair fee (Nominating & Corporate Governance) | $15,000 | Other chair fees: Board Chair $50,000; Audit Chair $25,000; other chairs $15,000 . |
| Committee member fees | Not disclosed | Not specified; program highlights chair fees . |
| 2024 Director RSU award (grant-date fair value) | $86,719 | Valued at closing price $1.11 on grant date . |
Individual compensation (FY2024):
| Director | Cash Fees | Stock Awards (RSUs) | Total |
|---|---|---|---|
| Melanie Trent | $90,000 | $86,719 | $176,719 |
The 2025 director program is substantially consistent with 2024 .
Performance Compensation
| Component | Structure | Metrics/Terms |
|---|---|---|
| Annual director equity grant | RSUs | Annual RSU grant with grant-date fair value $86,719 valued at $1.11 per share on grant date; no performance metrics disclosed for director equity . |
Note: Performance-based equity metrics disclosed in the proxy apply to executive officers (stock-price hurdles for RSUs) and not to directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Arcosa, Inc. (ACA) | Director | Not disclosed for Ms. Trent | HYLN Board Chair Jeffrey Craig is also an ACA director and Audit Committee chair (board-level interlock) . |
| Diamondback Energy (FANG) | Lead Director | Lead independent role | Energy industry governance exposure . |
- Potential conflict assessment: HYLN reported no disclosable related-party transactions for 2023–2024; no loans or payments to entities controlled by directors disclosed .
- Anti-hedging/pledging: Company policy prohibits directors from hedging or pledging Company stock, supporting alignment with shareholders .
Expertise & Qualifications
- Governance, legal, and compliance leadership from Rowan (EVP/GC/CAO) and Reliant Energy, indicating strong board governance and risk oversight skills .
- Public company board leadership as Lead Director at Diamondback Energy and director at Arcosa; international and management experience reflected in the Board’s skills matrix for Ms. Trent (corporate governance, strategic, and management experience) .
- Education: JD, Georgetown University Law Center; BA, Middlebury College .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Melanie Trent | 97,989 | <1% | Excludes unvested RSUs not vesting within 60 days of March 26, 2025 . |
- Ownership guidelines: Non-employee directors must hold stock equal to 4x annual cash retainer within five years of first election/appointment; as of the proxy date, certain directors (Healy, Craig, Cubbage, Knight) meet the requirement, while all others (including Ms. Trent) are on track within the allowed time .
- Anti-hedging/anti-pledging: Directors are prohibited from hedging or pledging Company securities, reducing misalignment risk and collateral risk .
Governance Assessment
- Strengths: Independent status; chairs the Nominating & Corporate Governance Committee; contributes to Compensation Committee; prior Audit Committee service in 2024; at least 75% meeting attendance with participation in executive sessions—indicators of active oversight. Director equity grants and anti-hedge/pledge policy align incentives with shareholders. No related-party transactions disclosed, and robust stock ownership guidelines are in place .
- Network/Interlocks: Shared Arcosa board service with HYLN Board Chair Jeffrey Craig suggests a boardroom network tie. While not a disclosed conflict, it is an interlock investors may monitor for independence perceptions in board deliberations .
- Shareholder sentiment: Say-on-pay received approximately 94% support in 2024, signaling broad investor confidence in compensation oversight by the Board and its committees .
RED FLAGS: None disclosed tied to related-party transactions, pledging/hedging, or attendance shortfalls. Monitor board interlocks (Arcosa) for potential perception risks around independence in overlapping networks; no specific concerns were disclosed by the company .