Rodger Boehm
Hyliion HoldingsAbout Rodger Boehm
Rodger L. Boehm, age 65, has served as an independent director of Hyliion Holdings Corp. since March 2023. He spent 31 years as a senior partner at McKinsey & Company, leading client service for global institutions, and holds a B.S. from Purdue University and an MBA from Harvard University . He is a Class III director (term ends at the 2026 annual meeting), is designated independent by the Board, and brings governance, finance, strategy, operations, and management expertise per the skills matrix .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKinsey & Company, Inc. | Senior Partner | ~31 years (prior to joining HYLN board in 2023) | Led client service to improve revenue, cost, and service performance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ruggable | Director | Current | As disclosed in HYLN proxy |
| FreightCar America | Director | Current | As disclosed in HYLN proxy |
| Meritor Inc. | Director | 2017–2023 | Prior public board service |
Board Governance
- Board class/term: Class III; term expires at the 2026 annual meeting .
- Independence: Board determined Boehm is independent under NYSE American standards .
- Committees: Audit Committee (member); Technology Committee (member). He is not a committee chair; Audit is chaired by Robert Knight (audit committee financial expert), and Technology is chaired by Mary Gustanski .
- Attendance and engagement: The Board held 4 meetings in 2024; “each” director attended at least 75% of Board and applicable committee meetings. Audit, Nominating/Governance, and Technology committees held 4, 4, and 4 meetings respectively in 2024; the Compensation Committee held 6 meetings .
- Board leadership and independence: Board Chair role is separate from CEO; the Chair (Jeffrey Craig) is a non-employee director; Board consists of a majority of independent directors .
- Say-on-Pay (governance signal): ~94% of votes cast supported Say-on-Pay in May 2024 ; at the 2025 meeting, Say-on-Pay was approved (For 75,455,210; Against 4,482,136; Abstain 422,358; Broker non-votes 45,325,540) .
Committee Assignments (2024 structure)
| Committee | Role | Chair | Meetings in 2024 |
|---|---|---|---|
| Audit Committee | Member | Robert Knight (Chair; Audit Committee Financial Expert) | 4 |
| Technology Committee | Member | Mary Gustanski (Chair) | 4 |
Attendance Summary (2024)
| Body | Meetings Held | Attendance Standard |
|---|---|---|
| Board of Directors | 4 | Each director ≥75% of Board and applicable committees |
| Audit Committee | 4 | Included in ≥75% representation |
| Compensation Committee | 6 | N/A (Boehm not a member) |
| Nominating & Corporate Governance Committee | 4 | N/A (Boehm not a member) |
| Technology Committee | 4 | Included in ≥75% representation |
Fixed Compensation (Non‑Employee Director Pay)
Program design (approved March 2024; 2025 substantially consistent):
- Annual cash retainer: $75,000; additional cash for Board Chair ($50,000), Audit Chair ($25,000), other committee chairs ($15,000) .
- Annual RSU grant: $86,719 (based on $1.11 grant-date price) .
2024 non‑employee director compensation (Boehm):
| Component | 2024 Amount (USD) |
|---|---|
| Cash Fees | $75,000 |
| Stock Awards (RSUs, grant‑date fair value) | $86,719 |
| Total | $161,719 |
Notes: Boehm is not a committee chair; his 2024 cash reflects the standard retainer (no chair premium) .
Performance Compensation
Hyliion ties performance metrics to executive compensation; the proxy does not disclose performance-conditioned metrics for director pay. Non-employee director equity is disclosed as an annual RSU grant (value basis) without performance metrics .
- Performance metrics for directors: Not applicable/disclosed for director compensation .
Other Directorships & Interlocks
| Organization | Role | Interlock/Network Note |
|---|---|---|
| Meritor Inc. (prior) | Director (2017–2023) | Hyliion’s current Board Chair, Jeffrey Craig, is Meritor’s former CEO and Executive Chairman, indicating a shared prior affiliation . |
| Ruggable (current) | Director | Not disclosed as HYLN customer/supplier; no related‑party transaction disclosed . |
| FreightCar America (current) | Director | Not disclosed as HYLN customer/supplier; no related‑party transaction disclosed . |
Expertise & Qualifications
- Skills matrix: Corporate governance, international, finance, corporate development/strategy, industry/operations, and management; age 65 .
- Education: B.S. (Purdue University); MBA (Harvard University) .
- Career: 31 years as senior partner at McKinsey, leading client service and performance improvement work .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 97,989 (as of March 26, 2025) |
| Percent of Outstanding | <1% |
| Ownership Guidelines (Directors) | 4x annual cash retainer within 5 years |
| Compliance Status (Directors) | As of the proxy, certain directors (Craig, Cubbage, Knight) meet; all others (including Boehm) “on track” within allowed time |
| Hedging/Pledging | Prohibited by company policy (anti‑hedging and anti‑pledging) |
Insider Trades & Awards (Form 4)
| Date (Filing) | Transaction | Detail |
|---|---|---|
| Feb 20, 2025 (for Feb 18, 2025) | Form 4 – equity award | Common stock “A – Award” reported for Boehm (director) |
| Feb 15, 2024 (for Feb 13, 2024) | Form 4 – equity award | Common stock “A – Award” reported for Boehm (director) |
| Feb 2024 grant context (proxy) | Director equity program | RSU annual grant valued at $86,719 based on $1.11 grant‑date price |
Conflicts, Related Parties, and Policies
- Related party transactions: The company disclosed no disclosable related-party transactions in 2023 or 2024 .
- Independence: Board determined Boehm is independent .
- Trading controls: Insider trading policy with blackout periods and pre‑clearance; anti‑hedging and anti‑pledging provisions apply to directors .
Governance Assessment
- Strengths: Independent status; relevant audit/technology committee service; attendance at or above the 75% threshold; equity ownership guidelines in place; anti‑hedging/pledging; no related‑party transactions disclosed; Say‑on‑Pay support high in 2024 and passed in 2025—supportive governance signals .
- Watch items: Interlock potential—shared prior affiliation at Meritor with the current Board Chair (Jeffrey Craig). While not a related‑party transaction, overlapping networks can warrant monitoring for independence of judgment in board deliberations .
RED FLAGS: None specifically disclosed for Boehm in the latest proxy—no related‑party transactions, no pledging/hedging permitted, and independence affirmed .
Appendix: Director Compensation Program (for reference)
- 2024/2025 non‑employee director pay: $75,000 cash retainer; chair premia (Board Chair $50,000; Audit Chair $25,000; other committee chairs $15,000); annual RSU grant valued at $86,719 (grant-date price $1.11); 2025 program “substantially consistent” with 2024 .