UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Mr. Jon Panzer as New Chief Financial Officer
On September 8, 2022, the Board of Directors of Hyliion Holdings Corp., a Delaware corporation (the “Company”) approved the hiring and appointment of Jon Panzer as Chief Financial Officer of the Company, effective on September 12, 2022. Mr. Panzer (age 55) previously served as Senior Vice President of Intermodal Operations at Union Pacific Railroad Company from March 2021 to September 2022. Prior to his most recent role, Mr. Panzer served in a succession of finance and technology roles of increasing responsibility with Union Pacific Railroad Company, including Senior Vice President of Strategic Planning from November 2020 to March 2021, Senior Vice President of Technology and Strategic Planning from April 2019 to October 2020, Vice President and Treasurer from November 2017 to March 2019, and Vice President of Financial Planning and Analysis from March 2014 to October 2017. Mr. Panzer holds a bachelor of science degree in electrical engineering from the University of Nebraska-Lincoln, and a masters in business administration from Carnegie Mellon University.
In connection with his hire, the Company entered into an Employment Agreement with Mr. Panzer, effective as of September 12, 2022 (the “Employment Agreement”). The Employment Agreement provides that Mr. Panzer will receive: (i) an annual base salary of $450,000; (ii) a cash sign-on bonus of $350,000; (iii) a special, one-time stock award, with a notional value of $300,000 based on the closing price of the Company’s common stock on the grant date; and (iv) an annual target opportunity under the Company’s annual incentive plan equal to 75% of Mr. Panzer’s base salary, beginning with the 2022 plan year.
Subject to the approval of the Compensation Committee of the Board of Directors of the Company, the Employment Agreement also provides that Mr. Panzer will receive a one-time, performance based restricted stock unit award of 200,000 shares (the “2022 Time-Based Grant”) and annual time-vested restricted stock unit awards valued at $600,000 based on the closing price of Hyliion stock on the grant date (the “2022 Performance-Based Grant”). Each of the 2022 Time-Based Grant and the 2022 Performance-Based Grant will be prorated based on the portion of the 2022 fiscal year during which Mr. Panzer was employed by the Company. Mr. Panzer will also be eligible for certain payments, rights, and benefits (including salary continuation and reimbursement of COBRA premiums for up to 12 months, as well as accelerated vesting for certain equity grants) in connection with a termination of employment by the Company for convenience or by him for good reason. Finally, Mr. Panzer will be eligible to participate in all other compensation and benefit programs generally available to the Company’s executive officers.
There are no arrangements or understandings with any other person pursuant to which Mr. Panzer will be appointed as the Company’s Chief Financial Officer, and there are no family relationships between Mr. Panzer and any director or executive officer of the Company. Additionally, there are no transactions between Mr. Panzer and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Mr. Panzer as Chief Financial Officer of the Company is filed herewith as Exhibit 99.1 and is incorporated herein by reference to this Item 5.02.
Departure of Ms. Sherri Baker as Chief Financial Officer
In connection with Mr. Panzer’s appointment as Chief Financial Officer, Ms. Sherri Baker departed from her role as Chief Financial Officer, effective September 8, 2022. Ms. Baker’s departure is not a result of any disagreement with the Company or its Board of Directors relating to the Company’s operations, policies or practices or any issues regarding its accounting policies or practices.
Ms. Baker’s departure constitutes a termination for convenience under Section 7(b) of her Amended and Restated Employment Agreement with the Company dated February 24, 2022, which was filed as Exhibit 10.16 to the Company’s Annual Report on Form 10-K for the fiscal year ended 2021 (the “Baker Agreement”). Subject to her executing, and not subsequently revoking, a release of all claims in a form acceptable to the Company, she will be entitled to receive all of the payments and benefits specified upon a termination for convenience under Section 7(f) of the Baker Agreement.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| Exhibit | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned hereunto duly authorized.
| HYLIION HOLDINGS CORP. | ||
| By: | /s/ Thomas J. Healy | |
| Date: September 12, 2022 | Thomas J. Healy | |
| Chief Executive Officer | ||
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Exhibit 99.1
HYLIION NAMES JON PANZER AS CHIEF FINANCIAL OFFICER
AUSTIN, Texas--(BUSINESS WIRE) -- Hyliion Holdings Corp. (NYSE: HYLN) (“Hyliion”), a leader in electrified powertrain solutions for Class 8 commercial semi-trucks, has announced that Jon Panzer has joined the company as Chief Financial Officer. Panzer brings extensive expertise in leading financial activities for Union Pacific Railroad Company, one of the nation’s largest railroads, with a broad understanding of transportation, logistics and technology. He will oversee all aspects of Hyliion’s financial operations, including financial planning and analysis, accounting, treasury, tax and investor relations.
“With his long-tenured career at Union Pacific, Jon brings with him to Hyliion a wealth of financial leadership experience that is only matched by his significant background in strategic technology and transportation operations,” said Hyliion founder and CEO Thomas Healy. “I’m thrilled to have Jon join the leadership team and I look forward to his contributions and adept guidance as the company continues down its product development path toward commercialization,” added Healy.
Prior to joining Hyliion, Panzer spent 26 years at Union Pacific Railroad Company, where he was most recently Senior Vice President of Intermodal Operations. He also served as Senior Vice President of Technology and Strategic Planning, Vice President and Treasurer, and Vice President, Financial Planning and Analysis. Panzer’s financial experience includes treasury operations, investor relations, banking, capital budgeting, financial reporting and cost accounting. As head of the railroad’s information technology organization, Panzer was responsible for managing application development, technology infrastructure and cyber security.
Earlier, Panzer held executive positions in Marketing and Sales within the Union Pacific’s Intermodal and Chemicals business segments and served in the United States Navy as a nuclear engineer.
Panzer holds a Bachelor of Science degree in Electrical Engineering from the University of Nebraska-Lincoln, and an MBA from Carnegie Mellon University.
Panzer said, “I am excited to join Hyliion at such a pivotal time, as it’s experiencing incredible growth and strides in technology. There is so much opportunity as we look ahead to transforming the transportation industry, and I am proud to be a part of an organization whose ambitious mission is reinforced by true innovation.”
As of September 8, Hyliion’s former CFO Sherri Baker is no longer with the company.
About Hyliion
Hyliion’s mission is to reduce the carbon intensity and greenhouse gas (GHG) emissions of Class 8 commercial trucks by being a leading provider of electrified powertrain solutions. Leveraging advanced software algorithms and data analytics capabilities, Hyliion offers fleets an easy, efficient system to decrease fuel and operating expenses while seamlessly integrating with their existing fleet operations. Headquartered in Austin, Texas, Hyliion designs, develops, and sells electrified powertrain solutions that are designed to be installed on most major Class 8 commercial trucks, with the goal of transforming the commercial transportation industry’s environmental impact at scale. For more information, visit www.hyliion.com.
Forward Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding Hyliion and its future financial and operational performance, as well as its strategy, future operations, estimated financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. When used in this press release, including any oral statements made in connection therewith, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, Hyliion expressly disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements herein, to reflect events or circumstances after the date of this press release. Hyliion cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Hyliion. These risks include, but are not limited to, Hyliion’s ability to disrupt the powertrain market, Hyliion’s focus in 2022 and beyond, the effects of Hyliion’s dynamic and proprietary solutions on its commercial truck customers, accelerated commercialization of the Hypertruck ERX™, the ability to meet 2022 and future product milestones, the impact of COVID-19 on long-term objectives, the ability to reduce carbon intensity and greenhouse gas emissions, the expected performance and integration of the KARNO generator and system, and the other risks and uncertainties set forth in “Risk Factors” section of Hyliion’s annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022 for the year ended December 31, 2021. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact Hyliion’s operations and projections can be found in its filings with the SEC. Hyliion’s SEC Filings are available publicly on the SEC’s website at www.sec.gov, and readers are urged to carefully review and consider the various disclosures made in such filings.
Ryann Malone
(833) 495-4466
Sharon Merrill Associates, Inc.
Nicholas Manganaro
(617) 542-5300