Richard Freeland
Hyliion HoldingsAbout Richard Freeland
Independent director at Hyliion Holdings Corp., age 67, serving since March 2023. Former President and Chief Operating Officer of Cummins Inc. (NYSE: CMI) with deep operations and industry experience; holds a B.S. from Purdue University and an MBA from Indiana University. Currently serves on Hyliion’s Compensation and Technology Committees; classified as independent under NYSE American standards. Attendance met board expectations with at least 75% participation in 2024 meetings and attendance at the 2024 Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins Inc. | President & COO | Jul 2014–Oct 2019 | Senior leadership of global engine/power systems operations |
| Cummins Inc. | VP, Engine Business | 2010–2014 | Led engine segment |
| Cummins Inc. | President, Components Group | 2008–2010 | Led components business |
| Cummins Inc. | President, Worldwide Distribution Business | 2005–2008 | Led global distribution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valvoline Inc. (NYSE: VVV) | Director | Current | Board service; committee details not disclosed in HYLN proxy |
| Purdue University Krannert School of Management | Advisory Council Member | Current | Advisory capacity |
Board Governance
- Committee assignments (2025 as of March 13, 2025): Compensation Committee member and Technology Committee member; not a chair.
- Independence: Board determined Freeland is independent under NYSE American and SEC rules.
- Attendance and engagement: Board held four meetings in 2024; all directors attended at least 75% of board and committee meetings; independent directors held executive sessions each regular meeting; all directors attending in 2024 attended the Annual Meeting.
- Board structure: Eight directors in staggered classes; Freeland is Class II and up for election at the 2025 Annual Meeting (term to 2028 if elected).
- Technology oversight: Technology Committee met four times in 2024, supporting product/technology roadmaps, IP and cybersecurity oversight.
- Compensation oversight: Compensation Committee met six times in 2024; scope includes approving executive compensation, goals, and administering incentive plans.
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly |
| Committee chair fee | $0 (not a chair) | Chairs receive: Board Chair $50,000; Audit Chair $25,000; other Chairs $15,000 |
| Meeting fees | Not disclosed | No meeting fees disclosed in 2024 program |
| Total cash received (2024) | $75,000 | As reported in director compensation table |
Performance Compensation
| Component | Grant Basis | 2024 Value | Vesting/Performance |
|---|---|---|---|
| RSU grant (non-employee director program) | Fair market price on grant date $1.11 | $86,719 | Director RSUs; no performance conditions disclosed for directors |
| Mix (cash vs. equity) | Derived from program | Cash 46.3%, Equity 53.7% (based on $75,000 cash and $86,719 equity) | Indicates alignment with equity-based incentives |
No director-specific performance metrics (e.g., revenue/EBITDA/TSR targets) are disclosed for non-employee directors; RSUs for directors are time-based per the program description.
Other Directorships & Interlocks
- Current public company boards: Valvoline Inc. (NYSE: VVV).
- Interlocks: No Hyliion proxy disclosure of shared directorships between Freeland and Hyliion’s customers/suppliers/competitors; no related-party transactions disclosed for 2023–2024.
- Non-profit/academic roles: Purdue University Krannert School of Management Advisory Council.
Expertise & Qualifications
- Deep industry/operations experience across heavy-duty engines and power systems; management experience and corporate governance experience marked in Hyliion’s skills matrix.
- International experience marked in board skills matrix.
- Education: B.S. Purdue University; MBA Indiana University.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Richard Freeland | 97,989 | <1% | Outstanding shares: 175,232,794 as of record date (for context) |
- Ownership reporting excludes unvested RSUs that do not vest within 60 days of March 26, 2025.
- Stock ownership guidelines: Non-employee directors must hold shares equal to ≥4x annual cash retainer within 5 years of first election/appointment.
- Compliance status: He is “on track” (directors explicitly meeting guidelines listed were Healy, Craig, Cubbage, Knight).
- Anti-hedging/anti-pledging: Directors prohibited from hedging and pledging company stock; quarterly trading blackouts and pre-clearance required.
Governance Assessment
- Board effectiveness: Independent status, active committee roles (Compensation, Technology), and robust attendance support governance quality and engagement.
- Compensation alignment: Director pay balanced toward equity (approx. 54% via RSUs), reinforcing investor alignment; program consistent year-over-year into 2025.
- Compensation committee rigor: Independent committee, six meetings in 2024, independent consultant (Meridian) deemed conflict-free by the committee, use of updated peer groups and clawback policy adoption enhance oversight quality.
- Conflicts/related party: No related-party transactions disclosed for 2023–2024; anti-pledging/hedging reduces misalignment risk.
- Shareholder signals: 94% “Say on Pay” support in May 2024 indicates investor confidence in compensation governance framework.
RED FLAGS
- None disclosed specific to Freeland: no related-party transactions, no hedging/pledging, and attendance thresholds met.
Contextual Signals
- Board leadership separated (independent Chair); independent directors held executive sessions each regular meeting; technology oversight structured via Technology Committee.
Compensation Committee Analysis (as relevant to Freeland’s committee role)
- Committee scope includes approving executive objectives and incentive plans; met six times in 2024.
- Independent consultant (Meridian) reviewed as independent and conflict-free; peer group updated to reflect strategic shift (KARNO focus).
- Clawback policies (standard and supplemental) adopted, extending beyond SEC/NYSE minimums.
Insider Trades
- Section 16 compliance: Company notes all directors/officers complied in 2024 except one late Form 4 for a non-director NEO; no issues disclosed for Freeland.