Vincent Cubbage
Hyliion HoldingsAbout Vincent Cubbage
Independent director of Hyliion Holdings Corp. (on the Board since the October 2020 business combination), age 60. Background spans energy investment banking, SPAC sponsorship, and operating leadership; education includes an MBA from the American Graduate School of International Management and a BA from Eastern Washington University . He is currently Managing Partner of Energy Growth Holdings LLC (since December 2023) . The Board has determined he is independent under NYSE American standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tortoise Acquisition Corp. (merged with Hyliion) | CEO & Chairman | Mar 2019 – Oct 2020 | Led SPAC that combined with Hyliion; continued on Hyliion Board post-merger |
| Tortoise Acquisition Corp. II / Volta Inc. | CEO & Chairman (SPAC); Co‑Chair; Interim CEO | Jul 2020 – Mar 2023 | Oversaw SPAC merger with Volta; later Co‑Chair and interim CEO until sale to Shell USA, Inc. in Mar 2023 |
| Tortoise Ecofin Acquisition Corp. III | CEO & Chairman | Feb 2021 – Sep 2024 | Led SPAC through IPO and operations |
| Lightfoot Capital Partners GP LLC | Founder & CEO | 2006 – Dec 2019 | Founded and led energy investment platform |
| Arc Logistics GP LLC | CEO & Chairman | Oct 2013 – Dec 2017 | Led sponsor/GP of logistics MLP until sale |
| Banc of America Securities | Senior Managing Director, Global Energy & Power | 1998 – 2006 | Energy investment banking leadership |
| Salomon Smith Barney | Vice President, Global Energy & Power | 1994 – 1998 | Energy banking |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Energy Growth Holdings LLC | Managing Partner | Dec 2023 – Present | Current role |
| Volta Inc. | Director; Co‑Chair; Interim CEO | Mar 2022 – Mar 2023 | Oversaw leadership transition until sale to Shell USA, Inc. |
| International Resources Partners LP (private) | Director | 2007 – 2011 | Private partnership founded by Lightfoot Capital |
Board Governance
| Attribute | Details |
|---|---|
| Board class/term | Class I director; term expires at 2027 annual meeting |
| Independence | Board determined Cubbage is independent (NYSE American) |
| Committee memberships | Compensation Committee (Chair); Nominating & Corporate Governance Committee (Member) |
| Attendance & engagement | Board held 4 meetings in 2024; each director attended ≥75% of Board and committee meetings; independent directors held executive sessions with each regular Board meeting; all directors attended the 2024 annual meeting |
| Stockholder engagement signals | Say‑on‑pay support: approx. 94% “For” in 2024; approx. 96% “For” in 2023; 2025 vote results: 75,455,210 For / 4,482,136 Against / 422,358 Abstain (broker non‑votes 45,325,540) |
Fixed Compensation
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Annual cash retainer | $75,000 | $75,000 |
| Committee chair fee (Comp Committee) | $15,000 | $15,000 |
| Total cash fees | $90,000 | $90,000 |
Performance Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Director RSU grant – grant date fair value | $57,500 (valued at closing price $2.21–$2.30; 2023 program vests in 1 year) | $86,719 (valued at grant date price $1.11) |
- Director stock ownership guidelines: non‑employee directors must hold stock equal to 4x annual cash retainer within 5 years; the company discloses that Cubbage meets the guideline as of the proxy date .
Compensation Committee performance framework (under Cubbage’s chairmanship)
| Metric (Weight) | Threshold | Target | Achieved | % Payout |
|---|---|---|---|---|
| KARNO Generator Deliveries (50%) | 5 | ≥9 | 0 | 0% |
| 2025 Order Backlog (40%) | 50 | ≥75 | 106 | 110% |
| Culture & Safety Scorecard (10%) | Board discretion | Board discretion | Yes | 100% |
| Total Company metric payout | — | — | — | 54% |
Long‑term performance equity design overseen by the Committee
| Stock Price Threshold (30‑day avg) | % of Target RSUs Vesting | Achievement Date | Vesting |
|---|---|---|---|
| $2.00 | 20% | Achieved Aug 12, 2024; certified Aug 13, 2024 | 50% vests Aug 13, 2025; 50% Dec 31, 2026 |
| $2.50 | 30% | Achieved Nov 13, 2024; certified Nov 14, 2024 | 50% vests Nov 14, 2025; 50% Dec 31, 2026 |
| $3.00 | 50% | Achieved Dec 10, 2024; certified Dec 11, 2024 | 50% vests Dec 11, 2025; 50% Dec 31, 2026 |
Other Directorships & Interlocks
| Company | Public? | Role | Overlap/Interlock Considerations |
|---|---|---|---|
| Tortoise Acquisition Corp. (Hyliion SPAC) | Yes (pre‑merger) | CEO & Chairman | Sponsored Hyliion’s path to public listing; Board deems him independent |
| Tortoise Acquisition Corp. II / Volta Inc. | Yes | Co‑Chair; interim CEO | EV charging adjacency; concluded with sale to Shell USA, Inc. |
| Tortoise Ecofin Acquisition Corp. III | Yes | CEO & Chairman | SPAC sponsorship through Sep 2024 |
- Related party transactions: Company discloses none in 2023 and 2024 .
Expertise & Qualifications
- Energy and infrastructure finance; SPAC execution; GP/MLP leadership; senior investment banking experience (Banc of America Securities; Salomon Smith Barney) .
- Corporate governance and strategic experience per director skills matrix .
- Education: MBA (American Graduate School of International Management); BA (Eastern Washington University) .
Equity Ownership
| As of | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Mar 13, 2024 | 956,453 | <1%* |
| Mar 26, 2025 | 972,078 | <1%* |
Percent column shows “ Less than 1%” as presented in the company’s beneficial ownership table .
- Ownership guidelines compliance: Cubbage meets director ownership guideline as of proxy date .
- Anti‑hedging/anti‑pledging: Company prohibits hedging and pledging by directors under its insider trading policy .
Governance Assessment
- Committee leadership and effectiveness: As Chair of the Compensation Committee, Cubbage oversaw a shift to commercialization‑aligned metrics (KARNO deliveries, backlog) and stock‑price‑based PSUs; payouts reflected partial performance achievement and maintained pay‑for‑performance alignment .
- Independence and attendance: Board formally determined his independence; directors met attendance thresholds and conducted regular executive sessions, supporting governance rigor .
- Ownership alignment: Meets stringent director ownership guidelines (4x retainer), which supports long‑term alignment; anti‑hedging/pledging policies further reinforce alignment .
- Shareholder signals: Strong say‑on‑pay support (approx. 94% in 2024 and approx. 96% in 2023; continued support in 2025) indicates investor confidence in compensation oversight during his tenure as committee chair .
- Conflicts and related parties: No related‑party transactions disclosed for 2023–2024; while he sponsored Hyliion’s SPAC, the Board affirms independence, mitigating conflict concerns through structure and disclosure .
- Compensation governance: Committee uses independent consultant (Meridian), maintains clawback policies beyond NYSE requirements, caps payouts, and applies robust stock ownership guidelines—positive governance markers .
RED FLAGS: None disclosed for related‑party transactions; anti‑hedging/pledging policy in force. Note the historical SPAC sponsorship could present perceived conflicts, but Board independence determination and absence of related‑party transactions mitigate risk .