Hyliion Holdings Corp. has adopted a new Nonqualified Deferred Compensation Plan (the “Plan”) as disclosed in a Current Report on Form 8-K filed on September 28, 2026. The plan was approved by the Board of Directors upon the recommendation of the Compensation Committee.
According to the filing, the Plan is an unfunded, nonqualified deferred compensation arrangement intended to comply with Section 409A of the Internal Revenue Code. It is designed to be administered by the Compensation Committee and is available to a select group of management or highly compensated employees as well as non-employee directors.
Under the terms of the Plan, eligible participants may elect to defer the settlement of specific awards. For employee participants, deferrals can include 100% of restricted stock unit awards and/or performance share awards granted under the Company’s 2024 Equity Incentive Plan. Non-employee directors may defer 100% of their restricted stock unit awards under the same Equity Plan. These deferred awards are credited to the participant's account as notional shares of Common Stock and will be settled in actual shares upon the applicable deferred distribution date. While the initial enrollment period is expected to begin in December 2026, the filing notes that cash compensation deferrals may be permitted in the future.
The Plan outlines specific rules regarding the timing of deferral elections and the methods of distribution. Deferral elections generally must be made before the end of the calendar year preceding the year an award is granted. For performance-based awards, an election may be made no later than six months before the end of the applicable performance period.
Distributions can be scheduled during annual enrollment periods in several forms. Participants may elect an in-service distribution on a specified date, paid as a lump sum or in up to five annual installments beginning in January of the elected year. Alternatively, participants may elect a retirement distribution, which is defined as separation from service after attaining age 60 with at least five years of service, paid as a lump sum or in up to ten annual installments. The Plan also includes provisions for a change in control distribution, paid as a lump sum if a participant separates from service within 12 months following a change in control. Payments made in connection with a separation from service are subject to any delays required by Section 409A.
