Dylan Hixon
About Dylan Hixon
Independent director since March 2025; age 58. Chair of Hixon Properties Inc. (Chair since 2022; director since 2005), President of Finkbine Farms Inc., General Partner (since 1990) and co-Managing Partner (since 2007) of the Gideon Hixon Fund, and President of Arden Road Investments. Prior engineering roles at Precision Combustion, Inc. and Reel EFX; MS Mechanical Engineering (Caltech) and BA (Yale). Energy Vault cites his investment management and technology company experience as core board credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Precision Combustion, Inc. | Engineer | Not disclosed | Technical/engineering experience |
| Reel EFX | Engineer | Not disclosed | Technical/engineering experience in special effects |
| Levensohn Venture Partners | Advisory Board Member | Not disclosed | Venture advisory exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hixon Properties Inc. | Chair; Director | Chair since 2022; Director since 2005 | Real estate/holding company leadership |
| Finkbine Farms Inc. | President; Director | Not disclosed | Operating executive role |
| Gideon Hixon Fund | General Partner; co-Managing Partner | GP since 1990; co-MP since 2007 | Long-term venture/investment oversight |
| Arden Road Investments | President | Not disclosed | Oversees diversified public/private investments |
| ATTAP Technologies | Director (private) | Prior service | Private tech board experience |
| Telaurus Communications | Director (private) | Prior service | Private tech/communications exposure |
| Cogent Data Technologies | Director (private) | Prior service | Private tech/data exposure |
Board Governance
- Independence: Board determined Hixon is independent under NYSE rules; six of seven directors are independent .
- Committee assignments: Current committee roster (Compensation, Audit, Nominating/Governance) does not list Hixon; chairs are Paulson (Comp), Ertel (Audit), Mandanas (Nominating) .
- Board/committee activity: Board met 4 times in 2024; each director attended at least 75% of Board and committee meetings; all seven directors attended the 2024 Annual Meeting (Hixon joined in 2025) .
- Lead Independent Director: Larry Paulson serves as Lead Independent Director; independent executive sessions occur regularly .
- Related-party transaction governance: Audit committee reviews/approves related-party transactions >$120,000; robust policy and recusal procedures .
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly in arrears for non-executive directors |
| Committee chair equity top-up | $15,000 RSU grant-date value | In addition to Initial or Annual Award when serving as chair |
| Initial equity award (RSUs) | $200,000 grant-date value | Granted upon initial election/appointment; time-based vesting |
| Annual equity award (RSUs) | $100,000 grant-date value | Granted if director has served ≥6 months as of annual meeting date |
| Meeting fees | None disclosed | No per-meeting fees noted |
Implication for Hixon: As a March 2025 appointee, he would be eligible for the $200,000 Initial RSU grant. Per program terms, the Annual RSU requires ≥6 months’ service by the annual meeting; the 2025 meeting was May 30, suggesting he would not meet the threshold for a 2025 Annual Award .
Performance Compensation
| Award Type | Grant-Date Value | Vesting Schedule | Change-of-Control Treatment |
|---|---|---|---|
| Initial RSU Award | $200,000 | Vests in three annual installments on grant anniversaries, subject to continued service | Vests in full upon change in control if in service through the event |
| Annual RSU Award | $100,000 | Vests in full on the earlier of one-year anniversary of grant or next annual meeting, subject to continued service | Vests in full upon change in control if in service through the event |
| Committee Chair RSU top-up | $15,000 | Follows vesting cadence of underlying Initial/Annual Award | Same as above |
No performance-based metrics (e.g., TSR, EBITDA) are disclosed for director equity; awards are time-based with service and change-in-control terms .
Other Directorships & Interlocks
- Current public company boards: None disclosed in Hixon’s biography (private company boards listed) .
- Compensation committee interlocks: Company discloses no interlocks among compensation committee members in 2024; Hixon is not on that committee .
Expertise & Qualifications
- Mechanical engineering expertise (Caltech MS) and Yale undergraduate degree .
- Decades of investment management (Gideon Hixon Fund; Arden Road Investments) and leadership in private companies .
- Technology and engineering experience from prior roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Holding Vehicle | Notes |
|---|---|---|---|---|
| Dylan Hixon | 860,065 | <1% (“*”) | Arden Road Investments LLC | Manages and has investment/dispositive power; may be deemed to share beneficial ownership; Hixon disclaims beneficial ownership of Arden Road’s shares |
- Shares outstanding baseline: 154,242,940 common shares as of March 31, 2025 (used for % calculations in the table) .
- Hedging/pledging: Insider Trading Policy prohibits hedging transactions and pledging without compliance approval; applies to directors and controlled entities .
- Pledging by Hixon: No pledging disclosed in the proxy; policy would require approval for any pledging .
Governance Assessment
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Positive signals:
- Independent status confirmed; board and all committees meet NYSE independence standards .
- Material personal investment exposure appears present via Arden Road’s stake (860,065 shares), supporting alignment, though beneficial ownership is through an entity .
- Robust anti-hedging/anti-pledging policy reduces misalignment risk; executive sessions and Lead Independent Director strengthen oversight .
- Strong related-party transaction review and approval framework overseen by the audit committee .
-
Watch items / potential RED FLAGS:
- Ownership held via Arden Road with Hixon’s disclaimer of beneficial ownership introduces uncertainty around direct personal economic exposure (skin-in-the-game) .
- As a newly appointed director, Hixon is not shown on any board committees yet, limiting immediate committee-level influence on audit/compensation/governance .
- No public-company directorships disclosed; while not a deficiency, it may moderate public company governance seasoning .
-
Compensation structure alignment:
- Director pay relies on cash retainer plus time-based RSUs; absence of performance metrics places alignment emphasis on share ownership and market exposure rather than specific KPIs. Change-in-control full vesting is standard but should be monitored for potential windfalls .
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Overall view:
- Hixon brings technical and investment expertise and is independent, with board policies mitigating alignment risks. Clarifying his direct personal exposure versus entity-held shares and future committee assignments will be key for assessing ongoing governance effectiveness .