Holley Inc. current report, 12 December 2022

Holley Inc. Form 8-K Summary

Business context and reporting period

Holley Inc. filed a Current Report on Form 8-K dated December 12, 2022, under Items 5.02, 7.01, and 9.01. The filing reports the appointment of a new Chief Financial Officer and related employment arrangements. It is not a periodic financial-results filing.

Financial metrics and liquidity

The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating-financial metrics. No financial guidance or revised outlook is disclosed.

Material changes versus the prior comparable period

  • Jesse Weaver, age 41, was appointed Chief Financial Officer effective December 12, 2022.
  • Stephen Trussell, who had served as Interim CFO since September 30, 2022, will remain Holley’s Vice President of Finance, a position he has held since 2009.
  • Mr. Weaver previously held finance leadership roles at SmileDirectClub, Dollar General, and Yum! Brands’ U.S. Pizza Hut division.

Compensation, outlook, and unusual items

  • Annual base salary: $435,000.
  • Beginning in 2023, annual performance bonus opportunity: 65% to 130% of base salary, subject to achievement of objectives established by the Board or its committee.
  • One-time signing bonus: $225,000, repayable if Mr. Weaver voluntarily terminates employment before the second anniversary of payment.
  • Beginning in 2023, annual stock compensation will equal 150% of base salary, with the form determined by the Compensation Committee.
  • A one-time $100,000 restricted stock unit grant is expected concurrently with the 2023 annual stock grant; the RSUs vest in equal installments on the first and second anniversaries of the grant date.
  • If terminated by the Company other than for cause, Mr. Weaver will receive severance equal to six months of base salary.
  • The filing states there are no appointment-related arrangements with other persons, family relationships with directors or executive officers, or related-party transactions requiring disclosure under Item 404(a).

Key facts for investors to verify

  • Review Exhibit 10.1 for the complete employment agreement, including definitions, vesting terms, performance conditions, and termination provisions.
  • Monitor future filings for the actual form and grant date of the annual equity award and the 2023 RSU grant.
  • Assess the effect of the CFO transition and executive compensation commitments in subsequent periodic reports.
  • Confirm that the filing contains no company-wide financial guidance or updated operating outlook.