Stock Option Awards
In 2022, the Company granted stock options as long-term incentive awards to certain employees, including its named executive officers, pursuant to the 2021 Plan. In 2022, the Board approved an option award to Ms. Kennedy exercisable for 33,953 shares of the Company’s Common Stock. The option award vests in three equal installments on each of the first three anniversaries of the date of grant, subject to Ms. Kennedy’s continued employment through the applicable vesting date. The option award held by Ms. Kennedy as of the last day of fiscal year ended December 31, 2023, is set forth in the “Outstanding Equity Awards at Fiscal Year-End” table below. The Company did not grant any stock option awards in the fiscal year ended December 31, 2024.
Restricted Stock Awards
In 2022, the Company granted RSUs as long-term incentive awards to certain employees, pursuant to the 2021 Plan. In connection with her appointment as an executive officer of Holley, Ms. Kennedy received a long-term incentive grant of 12,923 RSUs on May 6, 2022. The annual long-term incentive restricted stock award vests in equal, or nearly equal, installments on each of the first three anniversaries of the grant date, subject to Ms. Kennedy’s continuous employment through such date.
The Company also granted RSUs as retention awards to certain employees on November 17, 2022, pursuant to the 2021 Plan. Ms. Kennedy received a retention award for 34,423 shares of RSUs. The retention restricted stock award vests in equal, or nearly equal, installments on each of the first two anniversaries of the grant date, subject to Ms. Kennedy’s continuous employment through such date.
In 2023, the Company’s long-term incentive compensation mix replaced stock options awards with awards of PSUs. The Company granted restricted stock awards as long-term incentive awards to certain employees, including its named executive officers, on March 8, 2023, pursuant to the 2021 Plan. Grants were made to Mr. Weaver for 164,773 shares of RSUs and 164,772 shares of PSUs. Grants were made to Ms. Kennedy for 121,212 shares of RSUs and 121,212 shares of PSUs. The annual long-term incentive RSUs vest in equal, or nearly equal, installments on each of the first three anniversaries of the grant date, subject to the executive’s continuous employment through such date. The annual long-term incentive PSUs vest in equal, or nearly equal, installments on each of the first three anniversaries of the grant date based on the achievement of established performance criteria, subject to the executive’s continuous employment through such date.
In connection with his appointment as President and Chief Executive Officer of Holley, Mr. Stevenson received an inducement award on June 6, 2023, in the form of (1) 1,000,000 RSUs, which vest on each of the first four anniversaries of the grant date, subject to Mr. Stevenson’s continuous employment through such date and (2) 1,520,000 PSUs, which vest upon the achievement of certain stock price metrics, subject to Mr. Stevenson’s continued employment with Holley.
In 2024, the Company’s long-term incentive compensation mix replaced stock options awards with awards of PSUs. The Company granted restricted stock awards as long-term incentive awards to certain employees, including its named executive officers, on March 4, 2024, pursuant to the 2021 Plan. Grants were made to Mr. Weaver for 77,310 shares of RSUs and 77,310 shares of PSUs. Grants were made to Ms. Kennedy for 58,294 shares of RSUs and 58,293 shares of PSUs. The annual long-term incentive RSUs vest in equal, or nearly equal, installments on each of the first three anniversaries of the grant date, subject to the executive’s continuous employment through such date. The annual long-term incentive PSUs vest in equal, or nearly equal, installments on each of the first three anniversaries of the grant date based on the achievement of established performance criteria, subject to the executive’s continuous employment through such date.
Each of the restrictive stock units held by Holley’s named executive officers as of the last day of fiscal year ended December 31, 2023, is set forth in the “Outstanding Equity Awards at Fiscal Year-End” table below.
Health and Welfare Plans
Holley’s named executive officers were eligible to participate in its employee benefit plans, including its medical, dental, vision, life, disability, health, and dependent care flexible spending accounts and accidental death and dismemberment benefit plans, in each case on the same basis as all of its other employees. In addition, Holley’s named executive officers are entitled to an executive physical exam on an annual basis.
Retirement Plans
Holley sponsored a retirement plan intended to qualify for favorable tax treatment under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), containing a cash or deferred feature that was intended to meet the requirements of Section 401(k) of the Code, for the benefit of its employees, including the named executive officers. Participants could make pre-tax contributions to the plan from their eligible earnings up to the statutorily prescribed annual limit on pre-tax contributions under the Code. Participants who were 50 years of age or older could contribute additional amounts based on the statutory limits for catch-up contributions. All employee contributions were allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. Pre-tax contributions by participants to the plan and the income earned on those contributions were generally not taxable to participants until withdrawn, and participant contributions were held in trust as required by law. No minimum benefit was provided under the plan. An employee was 100% vested in his or her pre-tax deferrals when contributed.
