Robert Knight, Jr.
Hyliion HoldingsAbout Robert Knight, Jr.
Independent director at Hyliion since October 2020; age 67; former CFO of Union Pacific (2004–2019). Holds a B.S. in Business Administration (Kansas State University) and an MBA (Southern Illinois University). Board-designated audit committee financial expert; tenure on Hyliion’s board spans the company’s transition to KARNO generator commercialization .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Union Pacific Corporation (NYSE: UNP) | Chief Financial Officer | 2004–2019 | Long-tenured CFO; deep financial oversight and capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Schneider National, Inc. (NYSE: SNDR) | Director | Since Apr 2020 | Transportation/logistics; sector adjacency to Hyliion customer base |
| Canadian National Railway Company | Director | Since May 2022 | Member of audit and compensation committees (as disclosed by Hyliion) |
| Carrix, Inc. (Private) | Director | Feb 2020–Dec 2022 | Marine terminal and rail operator |
Board Governance
- Committee assignments: Chair of the Audit Committee; designated Audit Committee Financial Expert. Audit held 4 meetings in 2024; members deemed independent and financially literate under NYSE American/SEC rules .
- Independence and engagement: Board determined Knight independent; Board held 4 meetings in 2024 with each director attending at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting; independent directors held executive sessions at each regular Board meeting .
- Board structure: 8 directors; staggered classes. Knight is Class III (term expires at 2026 annual meeting) .
- Risk oversight: Audit Committee oversees major financial risk exposures, legal/regulatory compliance, and cybersecurity program review .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual cash retainer (program) | $75,000 | $75,000 |
| Audit Committee Chair fee (program) | $25,000 | $25,000 |
| Total cash fees received by Knight | $100,000 | $100,000 |
Performance Compensation
| Component | 2023 | 2024 | Vesting/Terms |
|---|---|---|---|
| RSU grant fair value (Knight) | $57,500 | $86,719 | 2023 director RSUs fully vest on the first anniversary of grant; 2024 RSU vesting not separately specified in proxy |
| RSU grant pricing (program) | Closing price $2.21–$2.30 at grant | FMV $1.11 at grant | Program-level details as disclosed |
No director options, performance share units, or cash bonuses are disclosed for Knight; director equity is time-based RSUs, aligned to stock performance via share value .
Other Directorships & Interlocks
| Company | Relationship to Hyliion | Potential Interlock/Conflict Note |
|---|---|---|
| Schneider National (SNDR) | Large trucking/logistics operator | Sector adjacency could create perceived conflicts if commercial dealings arise; Hyliion discloses no related-party transactions in 2023–2024 |
| Canadian National Railway | Freight rail operator | Overlaps with transportation ecosystem; no Hyliion-related transactions disclosed |
Expertise & Qualifications
- Financial: Former Fortune 500 CFO; audit committee financial expert designation .
- Industry: Deep transportation/logistics and rail experience; relevant to Hyliion’s target markets .
- Governance: Chair of Hyliion’s Audit Committee; service on CN’s audit and compensation committees .
Equity Ownership
| Metric | Mar 13, 2024 | Mar 26, 2025 |
|---|---|---|
| Shares beneficially owned | 173,935 | 254,560 |
| Percent of common stock | <1% | <1% |
| Ownership guidelines status | Meets 4x cash retainer director guideline | Meets 4x cash retainer director guideline |
| Anti-hedging/pledging policy | Hedging and pledging prohibited by policy | Hedging and pledging prohibited by policy |
Insider Filings Compliance
| Year | Late Section 16(a) Filings for Knight? | Notes |
|---|---|---|
| 2023 | No late filings reported for Knight; delinquencies noted for others | Company listed late filings for certain executives, not Knight |
| 2024 | No late filings reported for Knight; one late Form 4 noted for another officer | 2024 delinquency noted for Govindaraj Ramasamy; none for Knight |
Governance Assessment
-
Strengths
- Independent audit chair with CFO pedigree; strong financial oversight and literacy; designated financial expert .
- Clean Section 16 compliance; meets stock ownership guidelines; anti-hedging/pledging in force .
- Consistent attendance thresholds met; regular independent executive sessions signal healthy oversight culture .
- Director pay structure balanced: cash retainer plus modest RSUs; no options, no meeting fees; RSUs align with shareholder value .
-
Watch items / potential RED FLAGS
- Interlock optics: Schneider National board role could raise perceived conflicts if Hyliion enters material transactions with Schneider; Company reports no related-party transactions for 2023–2024 .
- Multi-board workload: Service on CN and SNDR plus audit/comp committees may pose time-allocation risk; attendance still ≥75% per Hyliion disclosure .
-
Shareholder sentiment signals
- Say-on-Pay support 94% in 2024 and 96% in 2023 indicates broad investor alignment with compensation governance; supportive of board oversight credibility .