Hyliion Holdings Corp.
For the period ended May 19, 2026. Filed Apr 8, 2026.
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May 19, 2026 · Filed Apr 8, 2026
Contents
Board Composition
Our business and affairs are organized under the direction of the Board which consists of eight members. Jeffrey Craig serves as Chair of the Board. The primary responsibilities of the Board are to provide oversight, strategic guidance, counseling and direction to our management. Our Corporate Governance Guidelines provide that directors are expected to attend and participate in Board meetings and meetings of committees on which they serve. The Board meets on a regular basis and additionally as required. The Board held four meetings in 2025. During the directors’ respective terms, each attended at least 75% of the meetings of the Board and of each committee on which he or she served in 2025. Our independent directors regularly hold executive sessions without our Chief Executive Officer or management present, and in 2025, our independent directors met in executive session in connection with each regular Board meeting. We held an annual meeting of the stockholders on May 20, 2025 (the “2025 Annual Meeting”). All directors whowere serving as of the 2025 Annual Meeting attended the 2025 Annual Meeting.
The Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms, as set forth below:
Class I, which consists of Vincent Cubbage, Thomas Healy, and Melanie Trent whose terms will expire at our 2027 annual meeting of stockholders;
Class II, which consists of Jeffrey Craig and Richard Freeland, whose terms will expire at our 2028 annual meeting of stockholders; and
Class III, which consists of Rodger Boehm, Mary Gustanski, and Robert Knight, Jr. whose terms will expire at this annual meeting of stockholders.
At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified.
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