DEF 14A of Hyster-Yale, Inc., Mar 28, 2024

DEF 14A of Hyster-Yale, Inc.

Filed Mar 28, 2024 · FY20230001173514-24-000045

Open on EDGAR

  1. Environmental Health and Safety Responsibility

    | Director Compensation |

  2. 2023 Director Compensation

    2023 Director Compensation

  3. 2023 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Colleen R. Batcheler (4) | $60,292 | $100,758 | $5,177 | $166,227 | | James B. Bemowski | $97,158 | $164,308 | $7,691 | $269,157 | | J.C. Butler, Jr. | $105,158 | $164,308 | $5,303 | $274,769 | | Carolyn Corvi | $144,158 | $164,308 | $7,664 | $316,130 | | Edward T. Eliopoulos | $119,158 | $164,308 | $5,191 | $288,657 | | John P. Jumper | $125,158 | $164,308 | $5,194 | $294,660 | | Dennis W. LaBarre | $149,158 | $164,308 | $5,179 | $318,645 | | H. Vincent Poor | $102,158 | $164,308 | $7,616 | $274,082 | | Claiborne R. Rankin | $88,158 | $164,308 | $7,612 | $260,078 | | Britton T. Taplin | $88,158 | $164,308 | $4,691 | $257,157 | | David B.H. Williams | $88,158 | $164,308 | $8,130 | $260,596 | | Eugene Wong (5) | $10,088 | $101,411 | $2,994 | $114,493 |

  4. 2023 Director Compensation

    (1)The amounts in this column reflect the annual retainers and other fees earned by our directors for services rendered in 2023. They also include payment for certain fractional shares of Class A Common that were earned and cashed out under the Non-Employee Directors' Plan described below. (2)In addition to the Mandatory Shares, the Non-Employee Directors' Plan permits directors to elect to receive all or part of the remainder of the retainer and all fees in the form of shares of Class A Common (the "Voluntary Shares"). Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares and Voluntary Shares that were granted to directors under the Non-Employee Directors' Plan, determined pursuant to the Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as "FASB ASC Topic 718." See Note 5 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 for more information regarding the accounting treatment of our equity awards. Mandatory and Voluntary Shares are immediately vested when granted. Therefore, no equity awards remained outstanding at the end of 2023. For more information on restrictions applicable to Mandatory and Voluntary Shares, refer to the description of the Non-Employee Directors' Plan described below. (3)The amount listed includes: (a) Company-paid life-insurance premiums for the benefit of the director; (b) other Company-paid premiums for accidental death and dismemberment insurance for the directors and their spouses; and (c) personal excess liability insurance premiums for the directors and immediate family members. The amount listed also includes charitable contributions made in our name on behalf of the director and spouse under our matching charitable gift program in the amount of $2,500 for Mr. Eliopoulos, $2,000 for Mr. Wong and Mr. Taplin and $5,000 for each of the remaining directors. (4)Ms. Batcheler was elected to our Board of Directors at the Annual Meeting on May 9, 2023. (5)Mr. Wong did not stand for reelection and retired from our Board of Directors at the Annual Meeting on May 9, 2023.

  5. Description of Material Factors Relating to the Director Compensation Table

    Description of Material Factors Relating to the Director Compensation Table Under the terms of the Non-Employee Directors' Plan, each non-employee director was entitled to receive the following annual compensation for service on our Board of Directors and on HYG's Board of Directors: •an annual retainer of $208,000 ($140,000 of which was to be paid in the form of Mandatory Shares, as described below); •attendance fees of $1,000 per day for each meeting attended (including telephonic/telepresence meetings) of our Board of Directors or subsidiary Board of Directors (limited to $1,000 per day); •attendance fees of $1,000 for each meeting attended (including telephonic/telepresence meetings) of a committee of our Board of Directors on which the director served; •an additional retainer of $7,000 for each committee of our Board of Directors on which the director served (other than the Executive Committee); •an additional retainer of $10,000 for each committee of our Board of Directors on which the director served as chairman (other than the Audit Review Committee); and •an additional retainer of $15,000 for the chairman of the Audit Review Committee of our Board of Directors. The retainers were paid quarterly in arrears and the meeting fees were paid following each meeting. Each director was also reimbursed for expenses incurred as a result of attendance at meetings. We also occasionally made a private aircraft available to directors for attendance at meetings of our Board of Directors and subsidiary Board of Directors. Any fractional shares were paid in cash. The actual number of Mandatory Shares issued to a director is determined by the following formula: the quotient of (i) the dollar value of the portion of the $140,000 retainer that was earned by the director each quarter, divided by (ii) the average closing price of shares of Class A Common on the NYSE for each week during such quarter. These shares are fully vested on the date of grant, and the director is entitled to all rights of a stockholder, including the right to vote and receive dividends. The shares, however, cannot be assigned, pledged or otherwise transferred by the director other than: •by will or the laws of descent and distribution; •pursuant to a qualifying domestic relations order; or •to a trust or partnership for the benefit of the director or his or her spouse, children or grandchildren. These restrictions lapse on the earliest to occur of: •ten years after the last day of the calendar quarter for which such shares were earned; •the director's death or permanent disability; •five years from the date of the director's retirement; •the date that a director is both retired from our Board of Directors and has reached age 70; or •at such other time as determined by the Board of Directors in its sole discretion. In addition, each director may elect under the Non-Employee Directors' Plan to receive shares of Class A Common in lieu of cash, referred to as Voluntary Shares, for up to 100% of the balance of their retainers and meeting attendance fees. The number of shares issued is determined under the same formula stated above. These Voluntary Shares, however, are not subject to the foregoing transfer restrictions. Each director also received: (i) Company-paid life insurance in the amount of $50,000; (ii) Company-paid accidental death and dismemberment insurance for the director and spouse; (iii) personal excess liability insurance in the amount of $10 million for the director and immediate family members who reside with the director; and (iv) up to $5,000 per year in matching charitable contributions.

  6. Description of Material Factors Relating to the Director Compensation Table

    | Delinquent Section 16(a) Reports |

  7. Description of Material Factors Relating to the Director Compensation Table

    Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of such securities with the SEC and the NYSE. Officers, directors and greater than 10% beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file. Based upon the review of the copies of Section 16(a) forms received by us, and upon written representations from reporting persons concerning the necessity of filing a Form 5 Annual Statement of Changes in Beneficial Ownership, we believe that, during 2023, all filing requirements applicable for reporting persons were met with the exceptions of David F. Taplin who, due to an administrative error, filed one late report related to one gift transaction.

  8. Description of Material Factors Relating to the Director Compensation Table

    | Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2) |

  9. Description of Material Factors Relating to the Director Compensation Table

    As required by applicable law, we are asking you to cast an advisory (non-binding) vote to approve the Company's Named Executive Officer compensation. We believe that stockholders should have the opportunity to vote on the compensation of our Named Executive Officers annually. Why You Should Approve our Named Executive Officer Compensation The guiding principle of the compensation program for senior management employees, including Named Executive Officers, is the maintenance of a strong link among an employee's compensation, individual performance and the performance of the Company as a whole and/or the business unit for which the employee has responsibility. The primary objectives of our compensation program are: •to attract, retain and motivate talented management; •to reward management with competitive total compensation for the achievement of specific corporate and individual goals; and •to make management long-term stakeholders in the Company. We encourage stockholders to read the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis and compensation tables (and accompanying narrative and other disclosures), for a more detailed discussion of all compensation programs and polices. We believe our compensation programs and policies are appropriate and effective in implementing our compensation philosophy and in achieving our goals, and that they are aligned with stockholder interests. We believe that stockholders should consider the following in determining whether to approve this proposal. Compensation Program is Highly Aligned with Stockholder Value We seek to achieve the foregoing policies and objectives through a mix of base salaries and incentive plans. Base salaries are set at levels appropriate to allow the incentive plans to serve as significant motivating factors. The Compensation Committee carefully reviews each of these components in relation to our performance. Incentive-based compensation plans are designed to provide significant rewards for achieving or surpassing annual operating and financial performance objectives, as well as to align the compensation interests of the senior management employees, including the Named Executive Officers, with our long-term interests. Strong Pay-for-Performance Orientation The short-term and long-term incentive compensation for our employees is substantially performance-based. Although the design of our compensation program offers opportunities for employees to earn truly superior compensation for outstanding results, it also includes significantly reduced compensation for results that do not meet or exceed the previously established performance targets for the year. In years when we have weaker financial results, payouts under the incentive compensation plans will generally be lower. In years when we have stronger financial results, payouts under the incentive compensation plans will generally be greater. In general, all performance targets are set at a scale that encourages performance improvement without requiring outstanding results that would encourage conduct inconsistent with building long-term value. The chosen performance metrics and measurement periods are well-aligned with our business strategy and objectives for long-term value creation for our stockholders. Compensation Program Has Appropriate Long-Term Orientation Our compensation programs and policies have a long-term focus. The purpose of our long-term incentive compensation plan is to enable senior management employees to accumulate capital through future managerial performance, which the Compensation Committee believes contributes to the future success of our businesses. Our long-term incentive compensation plan generally requires long-term commitment on the part of our senior management employees, and stock sales are generally not permitted for a number of years. Rather, the awarded amount is effectively invested in the Company for an extended period to strengthen the tie between stockholders' and the Named Executive Officers' long-term interests. Stockholder Approval For the reasons described above, stockholders are asked to cast a non-binding, advisory vote to approve the following resolution that will be submitted for a stockholder vote at the meeting: "RESOLVED, that the compensation paid to the Named Executive Officers, as disclosed pursuant to the compensation disclosure and other disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and narrative, is hereby APPROVED." You may vote "FOR" or "AGAINST" or abstain from voting on the resolution. The result of the say-on-pay vote will not be binding on us or the Board. The final decision on the Company's executive compensation and benefits remains with the Board and the Compensation Committee. We and the Board, however, value the views of our stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO APPROVE THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

  10. Description of Material Factors Relating to the Director Compensation Table

    | Approval of the Amendment and Restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (Proposal 3) |

  11. Description of Material Factors Relating to the Director Compensation Table

    We are asking our stockholders to approve the amendment and restatement of the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan (the "New Equity Plan") that was approved by the Company’s Compensation Committee and our Board in March 2024. The predecessor plan - the Hyster-Yale Materials Handling, Inc. 2020 Long-Term Equity Incentive Plan - was previously approved by stockholders in 2020 (the "Current Equity Plan"). If approved by our stockholders, the New Equity Plan will succeed the Current Equity Plan, and will be used for awards granted for performance periods beginning on or after January 1, 2024. If the New Equity Plan is not approved by our stockholders, grants of target awards for performance periods beginning on or after January 1, 2024 will be rescinded. However, awards granted under the Current Equity Plan prior to that date, and the Current Equity Plan, shall remain in effect. Stockholder approval of the New Equity Plan would constitute approval of up to 800,000 new Class A Common shares for awards under the New Equity Plan. The New Equity Plan will also include Class A Common shares that remain available for awards under the Current Equity Plan as of the approval date for the New Equity Plan, as described below and in the New Equity Plan, with such amount subject to adjustment as described in the New Equity Plan. This number of remaining shares was 196,860 as of March 1, 2024. The Board recommends that you vote to approve the New Equity Plan. The actual text of the New Equity Plan is attached to this proxy statement as Appendix A. The following description of the New Equity Plan is only a summary of its principal terms and provisions and is qualified by reference to the actual text as set forth in Appendix A. In approving the New Equity Plan, the Board made the following material changes, along with certain other conforming or clarifying revisions and non-substantive changes, to the Current Equity Plan: • Increase in Shares Available for Awards: Effective May 8, 2024, the number of shares of Class A Common approved under the New Equity Plan will be 1,708,590 shares (consisting of 800,000 shares approved by the Company’s stockholders in 2020, plus 108,590 shares of Class A Common remaining available for awards under the Hyster-Yale Materials Handling, Inc. Long-Term Equity Incentive Plan as of the effective date of the Current Equity Plan that were approved by the Company’s stockholders in 2020, plus the additional 800,000 shares being requested for approval by the Company’s stockholders here in 2024). For more information regarding the shares available for issuance, see the section below entitled "Why We Believe You Should Vote for Proposal 3." • Extension of Plan Term: The Current Equity Plan provides that in no event will Award Shares (defined below) be issued or transferred under the Current Equity Plan on or after May 19, 2030. The New Equity Plan extends this end date to May 8, 2034. • Revision of Clawback Policy Provisions: The New Equity Plan contains updated provisions clarifying that awards granted thereunder (plus related payments or benefits) are subject to the terms and conditions of the Company’s clawback policies (including the new NYSE-compliant clawback policy) as in effect from time to time in accordance with such policies’ terms. Why We Believe You Should Vote for Proposal 3. The New Equity Plan continues to authorize our Compensation Committee to provide performance-based award opportunities that are payable partly in cash and partly in Class A Common shares for the purpose of providing certain key employees incentives and rewards for performance. We believe our future success depends in part on our ability to attract, motivate and retain high quality employees. The ability to provide equity-based and incentive-based awards under the New Equity Plan is critical to achieving this goal. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our officers and other key employees. The use of Class A Common shares as part of our compensation program is important because it fosters a pay-for-performance culture that is an important element of our overall compensation philosophy. We believe equity compensation provides additional motivation for employees to create stockholder value because the value they realize from their equity compensation is based on our stock price performance. Equity compensation also aligns the compensation interests of our key employees with the investment interests of our stockholders and promotes a focus on long-term value creation, because our equity compensation awards are generally subject to performance criteria and lengthy holding periods. As of March 1, 2024, 196,860 Class A Common shares, par value $0.01 per share, remained available for issuance under the Current Equity Plan. If the New Equity Plan is not approved, we may be compelled to increase significantly the cash component of our key employee compensation, which may not necessarily align compensation interests with the investment interests of our stockholders as well as alignment provided by equity-based awards. Replacing equity awards with cash also would increase cash compensation expense and use cash that might be better utilized for other purposes. The following summary provides our view of (1) aggregated information regarding the dilution associated with the Current Equity Plan and the potential stockholder dilution associated with the New Equity Plan, and (2) our share burn rate. This information is as of March 1, 2024. As of that date, there were approximately 14,020,113 shares of Class A Common outstanding. Under the terms of the Current Equity Plan, a maximum of 908,570 shares of Class A Common (subject to adjustment as described in the Current Equity Plan) were approved to be issued as Award Shares, of which 711,710 shares of Class A Common (5.1% of our outstanding Class A Common shares) had been issued and 196,860 shares of Class A Common remained available for issuance (1.4% of our outstanding Class A Common shares) as of March 1, 2024. None of the remaining 196,860 shares under the Current Equity Plan will be issued prior to May 8, 2024. Upon approval of the New Equity Plan, the total enumerated share pool for the New Equity Plan will be 1,708,570 shares (consisting of the 908,570 shares of Class A Common that were initially available under the Current Equity Plan as approved by stockholders in 2020, plus an additional 800,000 shares of Class A Common to be approved by the stockholders at the 2024 Annual Meeting (subject to adjustments as described in the New Equity Plan)). As a result, approval of the New Equity Plan will provide an additional 800,000 shares of Class A Common (subject to adjustments as described in the New Equity Plan) for awards under the New Equity Plan. This new share request of 800,000 shares represents approximately 5.7% of our outstanding Class A Common shares. This percentage represents our view of the additional potential simple dilution of Class A Common that could occur if the New Equity Plan is approved. Based on the closing price on the NYSE for our Class A Common Shares on March 1, 2024 of $57.25 per share, the aggregate market value of the newly requested 800,000 shares of Class A Common that will be available for future issuance under the New Equity Plan was $45,800,000, and the aggregate market value of the total 996,860 shares of Class A Common that will be available for issuance under the New Equity Plan was approximately $57,070,000.

  12. Description of Material Factors Relating to the Director Compensation Table

    Under the Current Equity Plan, Award Shares are issued during the year after the end of the applicable performance period. For 2021, 2022 and 2023, we issued Award Shares under the Current Equity Plan covering 64,188 shares, 223,926 shares, and 423,596 shares, respectively. Based on our basic weighted average shares of Class A Common outstanding for those three years of 16,818,004, 16,900,892, and 17,136,989, respectively, for the three-year period 2021-2023, our average burn rate was 1.4% (our individual years' burn rates were 0.4% for 2021, 1.3% for 2022, and 2.5% for 2023). In determining the number of shares to request for approval under the New Equity Plan, our management team worked with the Compensation Committee and outside advisors to evaluate a number of factors, including the increase in the expected number of employees participating in the New Equity Plan, the volatility of the Company stock price and our recent share usage. Depending on the number of future participants, Company performance and stock price, we currently anticipate that the 996,860 shares of Class A Common that will be available for issuance under the New Equity Plan would be sufficient to fund the program for about three to five years, but could last for a different period of time if actual practice does not match recent grant rates or our share price changes materially. As noted below, our Compensation Committee would retain full discretion under the New Equity Plan to determine the number and amount of awards to be granted under the New Equity Plan, subject to the terms of the New Equity Plan. Other than certain target award opportunities for the 2024 performance period described under "New Plan Benefits" below, future benefits that may be received by participants under the New Equity Plan are not determinable at this time. We believe that we have demonstrated a commitment to sound equity compensation practices in recent years. We recognize that equity compensation awards dilute stockholder equity, so we have carefully managed our equity incentive compensation. It is the Compensation Committee's practice to only designate senior management employees as being eligible to receive equity compensation, including senior management employees of certain of our subsidiaries. Our equity compensation practices are intended to be competitive and consistent with market practices, and we believe our historical share usage has been responsible and mindful of stockholder interests, as described above. In evaluating this proposal, stockholders should consider all of the information in this proposal. New Equity Plan Highlights. Below are certain other highlights of the New Equity Plan: •Share Counting: The New Equity Plan provides that, if applicable, shares withheld by the Company, tendered or otherwise used to satisfy a tax withholding obligation (which may be up to maximum withholding levels), will count against shares issuable under the New Equity Plan. •"Disability" Definition: The New Equity Plan provides that a participant will be deemed to have a disability if he or she qualifies for disability benefits under HYG's long-term disability plan. •"Retire" Definition: This definition in the New Equity Plan means a termination of employment after reaching age 60 with five years of service. •Transferability: The New Equity Plan provides that, in addition to a trust, Award Shares may be transferred to a partnership for the benefit of a participant or certain members of his family. •Plan Term: The New Equity Plan has a limited term. No Award Shares may be issued under the New Equity Plan on or after May 8, 2034. •Adjustments: The New Equity Plan allows the Compensation Committee, in connection with certain transactions or events, to provide substitute consideration for outstanding Award Shares. Purpose. The purpose of the New Equity Plan continues to be to further our long-term interests by enabling the Company and its subsidiaries to attract, retain and reward executive employees who will be in a position to make contributions to the Company’s profits and growth by providing long-term incentive compensation opportunities. Administration and Eligibility. The New Equity Plan will generally continue to be administered by the Compensation Committee. The Compensation Committee has authority to, among other things, interpret the New Equity Plan and establish rules and regulations for its administration (including guidelines). The Compensation Committee, subject to approval by the Board and certain securities and tax law limitations, may amend the New Equity Plan or terminate it entirely. However, any such amendment will be subject to stockholder approval to the extent required under applicable law or stock exchange requirements. Furthermore, no such action may adversely affect a participant’s rights with regard to an earned but unpaid award, or with regard to Award Shares that were previously issued to the participant, without the participant’s consent, except as described below. Salaried employees of the Company and its subsidiaries who, in the judgment of the Compensation Committee, occupy a position capable of contributing to the interests of the Company and who do not participate in another long-term incentive compensation plan may be designated by the Compensation Committee to participate in the New Equity Plan. As of March 1, 2024, 120 employees (out of approximately 8,600 employees) are in the class of expected participants for the New Equity Plan. The Compensation Committee approves New Equity Plan participants, the performance period, and applicable performance objectives for each award. The basis for participation in the New Equity Plan by eligible persons is the selection of such persons by the Compensation Committee in its discretion. For 2024, only those persons on a U.S. payroll were deemed eligible. Performance Factors. The Compensation Committee establishes goals and formulas under the New Equity Plan based on measurable performance objectives of the participants, the Company and its subsidiaries over the award term. A non-exhaustive list of performance objectives that may be used for performance-based awards under the New Equity Plan includes the following: return on equity, return on total capital employed, diluted earnings per share, total earnings, earnings growth, return on capital, return on assets, return on sales, earnings before interest and taxes, revenue, revenue growth, gross margin, net or standard margin, return on investment, increase in the fair market value of shares, share price (including, but not limited to, growth measures and total stockholder return), operating profit, net earnings, cash flow (including, but not limited to, operating cash flow and free cash flow), inventory turns, financial return ratios, earnings measures/ratios, economic value added, balance sheet measurements (such as receivable turnover), internal rate of return, customer satisfaction surveys or productivity, net income, operating profit or increase in operating profit, market share, increase in market share, sales value increase over time, economic value added, economic value increase over time, performance related to long-term strategic goals, new project development or net sales. If the Committee determines that a change in the business, operations, corporate structure or other events or circumstances render the performance objectives unsuitable, the Committee may in its discretion modify such objectives or the goals or actual levels of achievement regarding the objectives, in whole or in part, as the Committee deems appropriate and equitable.

  13. Description of Material Factors Relating to the Director Compensation Table

    Awards. Each year, the Compensation Committee establishes one or more long-term incentive targets for each participant. The awards are expressed in a dollar amount equal to a percentage of the participant's salary midpoint based on the number of salary points assigned to the participant's position and the long-term incentive target percentage for that salary point level. See "Korn Ferry's General Industrial Survey - Salary Midpoint" on page 25. These amounts are then increased by 15% to account for the immediately taxable nature of the awards. Maximum annual award levels will be established for certain performance objectives, even if the maximum performance level is exceeded. Target awards for participants will be pro-rated in the event that they change job levels during the applicable performance period, or otherwise in the discretion of the Compensation Committee, subject to certain limitations as further described in the New Equity Plan. Under no circumstances will the amount paid to any participant in a single calendar year as a result of awards under the New Equity Plan (including the fair market value of any Award Shares paid to the participant) exceed the greater of (1) $12 million or (2) the fair market value of 50,000 Award Shares, determined at the time of payment. The Compensation Committee must determine that the pre-established performance thresholds and any other material terms were met or exceeded prior to payment of any final award. However, unless waived, the Compensation Committee retains discretionary authority to (1) increase or decrease the amount of any award that would otherwise be payable to a participant, or (2) adjust the allocation between the cash portion of the award and the equity portion of the award (in each case, subject to certain limitations as described in the New Equity Plan). Participants generally must be employed by the Company or one of its subsidiaries on the last day of the applicable performance period in order to receive payment of an award for such performance period. However: •In the event of a change in control (as defined in the plan document), participants employed on the date of the change in control (or who die, become disabled or "retire" (as defined in the New Equity Plan) during such performance period and prior to the change in control) will be entitled to receive a pro-rata award for the applicable performance period, in an amount equal to 100% of their long-term target award for the performance period, pro-rated to reflect the period of time the participants were employed during such performance period prior to the change in control. •Participants who die, become disabled or retire during an award term will be eligible for an award for the performance period calculated based on actual Company results, pro-rated to reflect the period of time the participants were employed during the performance period prior to their termination of employment. •Awards for participants who are employed by the Company or one of its subsidiaries on the last day of the performance period but are not employed for the entire performance period will be prorated based on the number of days the participant was actually employed by the Company or one of its subsidiaries during such performance period. •The Compensation Committee has discretion to provide for payment of an award to a participant who does not meet any of the foregoing conditions. Awards are allocated by the Compensation Committee between a cash component and an equity component which is paid in shares of the Company's Class A Common (the "Award Shares"). The number of Award Shares issued to a participant in any award is determined by taking the dollar value of the stock portion of the award and dividing it by the "formula price." The formula price is the lesser of: •the average closing price of Class A Common on the NYSE at the end of each week during the year preceding the commencement of the award year (or such other previous calendar year determined by the Compensation Committee, subject to certain tax-based limitations); or •the average closing price of Class A Common on the NYSE at the end of each week of the applicable performance period. Award Shares are immediately vested when earned (as determined by the Compensation Committee). Participants have ownership rights in Award Shares, including the right to vote and receive dividends upon receipt of the Award Shares. However, the Award Shares are subject to certain transfer restrictions for a period of up to ten years from the last day of the performance period (or such other period determined by the Compensation Committee). The transfer restrictions lapse earlier in the event of (1) the participant's death or permanent disability, or (2) five years (or earlier with the approval of the Compensation Committee) from the date of retirement. The Compensation Committee has the right to release the restrictions at an earlier date, but it is expected rarely to do so except in the case of the release of a limited number of shares for the payment of educational and medical expenses or home purchases, or in other extraordinary circumstances, as permitted under the terms of the plan (subject to the Compensation Committee’s discretion). Shares issued under the New Equity Plan may be shares of original issuance or treasury shares or a combination of the two. Adjustments. The Compensation Committee will make or provide for such adjustment in (1) the total number of Award Shares that may be issued under the New Equity Plan, (2) outstanding Award Shares, (3) the "formula price," and (4) other award terms, as the Compensation Committee in its sole discretion, exercised in good faith, may determine is equitably required to reflect (a) any stock dividend, stock split, combination of shares, recapitalization or any other change in the capital structure of the Company, (b) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets, issuance of rights or warrants to purchase securities, or (c) any other corporate transaction or event having an effect similar to any of the foregoing (collectively, the "Extraordinary Events"). Further, in the event of any such Extraordinary Events or in the event of a change in control, the Compensation Committee may provide in substitution for any or all outstanding Award Shares under the New Equity Plan such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable in the circumstances and shall require in connection therewith the surrender of all Award Shares so replaced in a manner that complies with or is exempt from Code Section 409A and the applicable regulations thereunder. Amendment and Termination. The Compensation Committee, subject to approval by the Board, may amend the New Equity Plan from time to time or terminate it in its entirety, but subject to certain provisions of the New Equity Plan, no such action may adversely affect a Participant’s rights (without consent) in (1) an outstanding award that was previously approved by the Compensation Committee that has not yet been paid or (2) any Award Shares that were previously issued or transferred. Notwithstanding the foregoing, without further approval by our stockholders, no amendment to the New Equity Plan shall (1) materially increase the number of Award Shares to be issued or transferred (except pursuant to the adjustment provisions), (2) cause Rule 16b-3 to become inapplicable to any award or (3) make any other change for which stockholder approval would be required under applicable law or stock exchange requirements.

  14. Description of Material Factors Relating to the Director Compensation Table

    Effective Date and Plan Term. The New Equity Plan is effective May 8, 2024, subject to the approval of the New Equity Plan by the stockholders of the Company as of such date. If such approval is not obtained, all grants of target awards under the New Equity Plan for performance periods beginning on or after January 1, 2024 will be rescinded. However, grants of Award Shares made under the Current Equity Plan (and the Current Equity Plan) will remain in effect and continue to be subject to the terms thereof. If the New Equity Plan is approved by stockholders, no Award Shares will be issued or transferred under the New Equity Plan on or after May 8, 2034, but, unless otherwise specified by the Compensation Committee, all Award Shares that were issued prior to May 8, 2034 and prior to the termination of the New Equity Plan will generally continue to be subject to the terms of the New Equity Plan following termination. Tax Withholding. To the extent that the Company or a subsidiary is required to withhold federal, employment, state or local taxes or other amounts in connection with any award paid to a participant under the New Equity Plan, and the amounts available for such withholding are insufficient, it will be a condition to the receipt of such award that the participant make arrangements satisfactory to the Company for the payment of the balance of such taxes or other amounts required to be withheld. If a participant’s benefit is to be received in the form of shares of Class A Common, and such participant fails to make arrangements for the payment of taxes or other amounts, then, unless otherwise determined by the Compensation Committee, the Company will withhold shares of Class A Common having a value equal to the amount required to be withheld. In no event will the market value of the Class A Common to be used to satisfy applicable withholding taxes or other amounts in connection with Award Shares exceed the maximum amount of taxes that could be required to be withheld. Federal Income Tax Consequences. This is a brief summary of certain Federal income tax consequences under the New Equity Plan based on Federal income tax laws currently in effect. It is presented for the information of stockholders considering how to vote on this Proposal and not for New Equity Plan participants. It is not intended to be complete and does not describe Federal taxes other than income taxes (such as Medicare or Social Security taxes), or state, local or foreign tax consequences. No income generally will be recognized upon the grant of a target award. Upon payment in respect of the earn-out of an award, the recipient generally will be required to include as taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any Award Shares received (including any Award Shares withheld by the Company to satisfy tax withholding). To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding deduction provided that, among other things, the income meets the test of reasonableness, is an ordinary and necessary business expense, is not an "excess parachute payment" within the meaning of Code Section 280G and is not disallowed by the $1 million limitation on certain executive compensation under Code Section 162(m). Registration with the SEC. We intend to file a Registration Statement on Form S-8 relating to the issuance of shares of Class A Common under the New Equity Plan pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the New Equity Plan by our stockholders. Final 2023 Awards and Estimated 2024 Awards. The NEOs' final awards under the Current Equity Plan for the 2023 performance period are shown in the Summary Compensation Table on page 37. Final awards under the New Equity Plan for the 2024 performance period are not currently determinable. The Compensation Committee expects to adopt performance objectives and targets for the awards that may be earned for the one-year performance period ending December 31, 2024. The following chart shows the anticipated target awards for 2024 (the number of shares of Class A Common subject to issuance will be determined at the time of such issuance):

  15. New Plan Benefits - New Equity Plan

    | What We Do | What We Do NOT Do | | Equity compensation awards for the Company's most senior executives, including the NEOs, generally must be held for ten years. Equity awards generally cannot be pledged, hedged or transferred during this time without Compensation Committee approval. | We did not provide our NEOs with employment or individual change in control agreements. |

  16. New Plan Benefits - New Equity Plan

    | What We Do | What We Do NOT Do | | We provided limited change in control protections under our incentive and nonqualified deferred compensation plans that only (i) accelerate the time of payment of previously vested incentive benefits and non-qualified retirement benefits and (ii) provide for pro-rata target incentive payments for the year of any change in control. | We did not provide any tax gross-ups. | | We provided a modest level of perquisites, the majority of which were paid in cash, that were determined based on market reasonableness. | We did not have any active defined benefit plans. | | We use an independent compensation consultant. | We do not encourage excessive risk taking due to the design of our incentive program awards. | | We set our target compensation at the 50th percentile of our chosen benchmark group and delivered compensation above or below this level based on performance. | We do not pay dividends or dividend equivalents on unearned equity awards. | | We designed our compensation program to pay for performance, providing the NEOs an opportunity to earn above-target compensation for outstanding results and significantly reduced compensation for results that fall short of the established performance targets for the year. | We do not allow for the hedging or pledging of Company securities. |

  17. New Plan Benefits - New Equity Plan

    | Named Executive Officer | (A) Salary Midpoint ($)(%) | | (B) Cash in Lieu of Perquisites ($)(%)(1) | | (C) Short-Term Plan Target ($)(%) | | (D) Long-Term Plan Target ($)(%)(2) | | (A)+(B)+(C)+(D) Target Total Compensation ($) | | Rajiv K. Prasad (3) | $1,143,900 | 20% | $45,000 | 1% | $1,143,900 | 20% | $3,288,713 | 58% | $5,621,513 | | Alfred M. Rankin, Jr. (4) | $1,006,400 | 22% | $40,000 | 1% | $905,760 | 20% | $2,546,192 | 57% | $4,498,352 | | Scott A. Minder | $485,400 | 42% | $20,000 | 2% | $242,700 | 21% | $418,658 | 35% | $1,166,758 | | Anthony J. Salgado (5) | $770,300 | 29% | $30,000 | 1% | $539,210 | 21% | $1,284,475 | 49% | $2,623,985 | | Charles F. Pascarelli | $574,900 | 37% | $20,000 | 1% | $344,940 | 23% | $595,022 | 39% | $1,534,862 | | Suzanne S. Taylor | $448,800 | 43% | $20,000 | 2% | $224,400 | 22% | $361,284 | 34% | $1,054,484 |

  18. New Plan Benefits - New Equity Plan

    | Mr. Prasad Target Compensation Effective January 1, 2023 - May 8, 2023 | (A) Salary Midpoint ($) | (B) Cash in Lieu of Perquisites ($)(1) | (C) Short-Term Plan Target ($) | (D) Long-Term Plan Target ($)(2) | (A)+(B)+(C)+(D) Target Total Compensation ($) | | Rajiv K. Prasad | $811,500 | $35,000 | $608,625 | $1,493,160 | $2,948,285 |

  19. New Plan Benefits - New Equity Plan

    | Mr. Rankin Target Compensation Effective January 1, 2023 - May 8, 2023 | (A) Salary Midpoint ($) | (B) Cash in Lieu of Perquisites ($)(1) | (C) Short-Term Plan Target ($) | (D) Long-Term Plan Target ($)(2) | (A)+(B)+(C)+(D) Target Total Compensation ($) | | Alfred M. Rankin | $1,155,960 | $45,000 | $1,271,556 | $3,855,127 | $6,327,643 |

  20. New Plan Benefits - New Equity Plan

    | Mr. Salgado Target Compensation Effective January 1, 2023 - May 8, 2023 | (A) Salary Midpoint ($) | (B) Cash in Lieu of Perquisites ($)(1) | (C) Short-Term Plan Target ($) | (D) Long-Term Plan Target ($)(2) | (A)+(B)+(C)+(D) Target Total Compensation ($) | | Anthony J. Salgado | $674,700 | $25,000 | $438,555 | $853,496 | $1,991,751 |

  21. New Plan Benefits - New Equity Plan

    | Named Executive Officer | (A) 2023 Salary Midpoint ($) | (B) Short-Term Plan Target as a % of Salary Midpoint (%) | (C) = (A) x (B) Short-Term Plan Target ($) | (D) 2023 Short-Term Plan Payout (%)(1) | (E) = (C) x (D) 2023 Short-Term Plan Payout ($) | (F) = (E)/(A) Short Term Plan Payout as a % of Salary Midpoint | | Rajiv K. Prasad (2) | $1,143,900 | 100.0% | $1,143,900 | 98.8% | $944,549 | 82.57% | | Alfred M. Rankin, Jr. (3) | $1,006,400 | 90.0% | $905,760 | 98.8% | $1,020,814 | 101.43% | | Scott A. Minder | $485,400 | 50.0% | $242,700 | 103.7% | $251,680 | 51.85% | | Anthony J. Salgado (4) | $770,300 | 70.0% | $539,210 | 103.7% | $522,629 | 67.85% | | Charles F. Pascarelli | $574,900 | 60.0% | $344,940 | 109.7% | $378,399 | 65.82% | | Suzanne S. Taylor | $448,800 | 50.0% | $224,400 | 103.7% | $232,703 | 51.85% |

  22. New Plan Benefits - New Equity Plan

    | Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | Lift Truck Consolidated Unit Revenue | 20% | $3,355,840,000 | $2,968,446,000 | 72.5% | 14.5% | | Lift Truck New Units Bookings Adjusted Standard Margin % | 35% | 15.64% | 22.76% | 150.0% | 52.5% | | Lift Truck Working Capital Days | 20% | 47.9 | 59.8 | 40.0% | 8.0% | | Lift Truck Consolidated Operating Profit $ | 25% | $172,664,000 | $237,106,000 | 114.6% | 28.7% | | Final Corporate Lift Truck Payout Percentage | 100% | | | | 103.7% |

  23. New Plan Benefits - New Equity Plan

    | Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | Americas Total Units Revenue | 20% | $2,199,864,000 | $1,979,804,000 | 76.7% | 15.3% | | Americas New Units Bookings Adjusted Standard Margin % | 35% | 16.00% | 23.99% | 150.0% | 52.5% | | Lift Truck Working Capital Days | 20% | 47.9 | 59.8 | 40.0% | 8.0% | | Americas Operating Profit $ | 25% | $179,079,000 | $242,089,000 | 135.5% | 33.9% | | Final Americas Lift Truck Payout Percentage | 100% | | | | 109.7% |

  24. New Plan Benefits - New Equity Plan

    | Named Executive Officer | (A) Salary Midpoint ($) | (B) Equity Long-Term Plan Target as a Percentage of Salary Midpoint (%)(1) | (C)=(A) x (B) Equity Long-Term Plan Target ($)(2) | (D) 2022 Equity Long-Term Plan Payout (%) | (E) = (C) x (D) Cash-Denominated Equity Long-Term Plan Payout ($) (2) | (F) = (E) / (A) Cash Denominated Equity Long-Term Plan Payout as a Percentage of Salary Midpoint (%) | (G) Fair Market Value of Equity Long-Term Plan Payout ($)(2) | | Rajiv K. Prasad (3) | $1,143,900 | 287.50% | $3,288,713 | 139.8% | $3,719,056 | 325.1% | $5,183,681 | | Alfred M. Rankin, Jr. (4) | $1,006,400 | 253.00% | $2,546,192 | 139.8% | $4,200,038 | 417.3% | $5,854,135 | | Scott A. Minder | $485,400 | 86.25% | $418,658 | 139.8% | $585,284 | 120.6% | $815,751 | | Anthony J. Salgado (5) | $770,300 | 166.75% | $1,284,475 | 139.8% | $1,584,818 | 205.7% | $2,208,936 | | Charles F. Pascarelli | $574,900 | 103.50% | $595,022 | 139.8% | $831,841 | 144.7% | $1,159,396 | | Suzanne S. Taylor | $448,800 | 80.50% | $361,284 | 139.8% | $505,075 | 112.5% | $703,985 |

  25. New Plan Benefits - New Equity Plan

    | Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | | ROTCE | 50% | 23.60% | 33.38% | 179.5% | 89.8% | | Strategic Objectives List (1) | 50% | 100.0% | 100.0% | 100.0% | 50.0% | | Total Payout Percentage - Corporate Lift Truck | 100% | | | | 139.8% |

  26. New Plan Benefits - New Equity Plan

    | Summary Compensation Table |

  27. 2023 SUMMARY COMPENSATION TABLE

    2023 SUMMARY COMPENSATION TABLE

  28. 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary (1)($) | Bonus (2)($) | Stock Awards (3)($) | Non-Equity Incentive Plan Compensation (4)($) | Change in Pension Value (5) and Nonqualified Deferred Compensation Earnings (6)($) | All Other Compensation (7)($) | Total ($) | | Rajiv K. Prasad; President and CEO - Hyster-Yale (8) | 2023 | $940,791 | — | $5,183,681 | $2,246,275 | $33,762 | $290,430 | $8,694,939 | | | 2022 | $731,533 | $444,351 | $711,278 | $503,450 | $12,272 | $97,595 | $2,500,479 | | | 2021 | $679,541 | — | $192,161 | $283,515 | $9,066 | $70,397 | $1,234,680 | | Alfred M. Rankin, Jr.; Executive Chairman - Hyster-Yale (9) | 2023 | $1,122,702 | — | $5,854,135 | $2,490,836 | $46,804 | $464,828 | $9,979,305 | | | 2022 | $1,192,218 | $1,001,035 | $1,825,997 | $1,116,804 | $24,364 | $223,630 | $5,384,048 | | | 2021 | $1,103,703 | — | $605,953 | $714,586 | $21,617 | $167,068 | $2,612,927 | | Scott A. Minder: Senior Vice President, Chief Financial Officer and Treasurer - Hyster-Yale | 2023 | $450,000 | $75,000 | $815,751 | $456,564 | $5,269 | $75,354 | $1,877,938 | | | 2022 | $150,000 | $325,264 | $312,184 | — | — | $14,043 | $801,491 | | Anthony J. Salgado; Chief Operating Officer, HYG - Hyster-Yale (10) | 2023 | $635,982 | — | $2,208,936 | $1,077,349 | $17,207 | $161,961 | $4,101,435 | | | 2022 | $578,295 | $289,972 | $407,096 | $344,665 | $7,359 | $67,650 | $1,695,037 | | | 2021 | $537,009 | — | $135,709 | $202,631 | $5,004 | $49,318 | $929,671 | | Charles F. Pascarelli; Senior Vice President, President, Americas - HYG | 2023 | $586,354 | — | $1,159,396 | $669,592 | $18,242 | $176,114 | $2,609,698 | | | 2022 | $554,296 | $218,161 | $284,561 | $281,694 | $7,946 | $75,783 | $1,422,441 | | | 2021 | $521,472 | — | $95,221 | $152,090 | $5,852 | $57,473 | $832,108 | | Suzanne S. Taylor; Senior Vice President, General Counsel and Secretary – Hyster-Yale | 2023 | $457,082 | — | $703,985 | $409,484 | $14,678 | $125,266 | $1,710,495 |

  29. 2023 SUMMARY COMPENSATION TABLE

    (1) The amounts reported under the "Salary" column for 2023 include both the base salary and the fixed dollar annual perquisite allowance. (2) The amounts reported under the "Bonus" column for 2022 for Messrs. A. Rankin, Prasad, Salgado and Pascarelli are equal to 40% of each NEO’s 2022 Short-Term Plan target and 40% of the cash portion of the Equity Long-Term Plan target, which was the minimum achievement percentage established under the 2022 Incentive Plans. The amount reported for Mr. Minder under the "Bonus" column for 2022 consists of (i) fifty percent ($75,000) of the discretionary cash sign-on bonus awarded to him upon his hire in September 2022, (ii) the cash portion of the discretionary stock sign-on bonus awarded to him under the Supplemental Long-Term Equity Plan upon his hire in September 2022, (iii) his Short-Term Plan payout for 2022, which was guaranteed at 100% of target and pro-rated based on his start date of September 1, 2022 and (iv) the cash portion of his award under the Equity Long-Term Plan, which was guaranteed at 100% of target and pro-rated based on his start date of September 1, 2022. For 2023, the amount shown for Mr. Minder represents the remaining fifty percent of the discretionary cash sign-on bonus awarded to him upon his hire and paid on his six month's anniversary in 2023. The guarantees were negotiated on an arm's length basis and necessary to his agreement to join the Company as its Senior Vice President, Chief Financial Officer and Treasurer. (3) The amounts shown for 2023 are the grant date fair values of the awards issued under the Equity Long-Term Plan, determined in accordance with FASB ASC Topic 718. Refer to the tables and discussion on pages 31-33 under "Long-Term Incentive Compensation" to determine the target long-term awards, as well as the cash-denominated award payouts for 2023 under the Equity Long-Term Plan. Mr. Minder’s Equity Long-Term Plan payout for 2022 was guaranteed at 100% of target and pro-rated based on his start date of September 1, 2022. This guarantee was negotiated on an arm's length basis and necessary to his agreement to join the Company as its Senior Vice President, Chief Financial Officer and Treasurer. (4) The amounts listed reflect the cash amounts earned under the Short-Term Plan and the cash portion (approximately 35%) of the awards earned under the Equity Long-Term Plan. Refer to the tables and discussion on pages 29-31 under "Short-Term Incentive Compensation" for a detailed description of the performance criteria and calculations approved by the Compensation Committee to determine final 2023 Short-Term Plan payments. (5) None of the NEOs participate in any of our defined benefit pension plans. (6) Amounts listed in this column for 2023 include interest that is in excess of 120% of the federal long-term interest rate, compounded monthly, that was credited to the NEOs' accounts under the plans listed in the Nonqualified Deferred Compensation Table on page 40. (7) All other compensation earned during 2023 for each of the NEOs is as follows:

  30. 2023 SUMMARY COMPENSATION TABLE

    | | Rajiv K. Prasad | Alfred M. Rankin, Jr. | Scott A. Minder | Anthony J. Salgado | Charles F. Pascarelli | Suzanne S. Taylor | | Employer Tax-Favored Matching Contributions | $9,900 | $0 | $9,900 | $9,900 | $9,900 | $9,900 | | Employer Excess Plan Matching Contributions | $34,658 | $66,071 | $3,600 | $21,275 | $17,832 | $10,021 | | Employer Tax-Favored Profit Sharing Contributions | $33,600 | $0 | $33,600 | $33,600 | $33,600 | $33,600 | | Employer Excess Plan Profit Sharing Contributions | $204,269 | $357,120 | $26,331 | $92,775 | $110,995 | $67,699 | | Other Excess Plan Employer Retirement Contributions | $0 | $37,710 | $0 | $0 | $0 | 0 | | Employer Paid Life Insurance Premiums | $1,709 | $837 | $800 | $1,308 | $1,216 | $921 | | Other | $6,294 | $3,090 | $1,123 | $3,103 | $2,571 | $3,125 | | Total | $290,430 | $464,828 | $75,354 | $161,961 | $176,114 | $125,266 |

  31. 2023 SUMMARY COMPENSATION TABLE

    •The Company does not provide Mr. A. Rankin with any defined benefit pension or tax-favored retirement benefits. Of the amounts shown above for Mr. A. Rankin, $460,091 represents defined contribution retirement benefits earned in 2023. •Amounts listed in "Other" reflect airline club memberships, global entry fees and employer-paid premiums for personal excess liability insurance. (8) Effective May 9, 2023, Mr. Prasad was promoted to President and Chief Executive Officer of the Company. During 2023, he served in his original role prior to May 9, 2023 and in his new role for the remainder of the year. (9) Effective May 9, 2023, Mr. A. Rankin transitioned to Executive Chairman of the Company. During 2023, he served in his original role prior to May 9, 2023 and in his new role for the remainder of the year. (10) Effective May 9, 2023, Mr. Salgado's role was expanded to include oversight of supply chain and manufacturing. During 2023, he served in his original role prior to May 9, 2023 and in his new role for the remainder of the year.

  32. 2023 SUMMARY COMPENSATION TABLE

    | Grants of Plan-Based Awards |

  33. 2023 SUMMARY COMPENSATION TABLE

    The following table sets forth information concerning plan-based awards granted to the NEOs for fiscal year 2023. There are no estimated payouts in the future under the Incentive Plans.

  34. 2023 GRANTS OF PLAN-BASED AWARDS

    2023 GRANTS OF PLAN-BASED AWARDS

  35. 2023 GRANTS OF PLAN-BASED AWARDS

    | | | | (A) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | (B) Estimated Possible Payouts Under Equity Incentive Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards (1) ($) | | Name | Grant Date | Plan Name | Target ($) | Maximum ($) | Target ($) | Maximum ($) | | | | Rajiv K. Prasad | N/A | Short-Term Plan(2) | $1,143,900 | $1,715,850 | N/A | N/A | N/A | N/A | | | 2/15/2024 | Equity Long-Term Plan(3) | $1,151,050 | $2,302,099 | $2,137,663 | $4,275,327 | N/A | $5,183,681 | | Alfred M. Rankin, Jr. | N/A | Short-Term Plan(2) | $905,760 | $1,358,640 | N/A | N/A | N/A | N/A | | | 2/15/2024 | Equity Long-Term Plan(3) | $891,167 | $1,782,334 | $1,655,025 | $3,310,050 | N/A | $5,854,135 | | Scott A. Minder | N/A | Short-Term Plan(2) | $242,700 | $364,050 | N/A | N/A | N/A | N/A | | | 2/15/2024 | Equity Long-Term Plan(3) | $146,530 | $293,061 | $272,128 | $544,255 | N/A | $815,751 | | Anthony J. Salgado | N/A | Short-Term Plan(2) | $539,210 | $808,815 | N/A | N/A | N/A | N/A | | | 2/15/2024 | Equity Long-Term Plan(3) | $449,566 | $899,133 | $834,909 | $1,669,818 | N/A | $2,208,936 | | Charles F. Pascarelli | N/A | Short-Term Plan(2) | $344,940 | $517,410 | N/A | N/A | N/A | N/A | | | 2/15/2024 | Equity Long-Term Plan(3) | $208,258 | $416,515 | $386,764 | $773,529 | N/A | $1,159,396 | | Suzanne S. Taylor | N/A | Short-Term Plan(2) | $224,400 | $336,600 | N/A | N/A | N/A | N/A | | | 2/15/2024 | Equity Long-Term Plan(3) | $126,449 | $252,899 | $234,835 | $469,669 | N/A | $703,985 |

  36. 2023 GRANTS OF PLAN-BASED AWARDS

    (1)Amounts in this column reflect the grant date fair value of shares of stock that were issued under the Equity Long-Term Plan. The amount shown is the grant date fair value as determined in accordance with FASB ASC Topic 718. These amounts are also reflected in the Summary Compensation Table on page 37. (2)Awards under the Short-Term Plan are based on a one-year performance period that consists solely of the 2023 calendar year. The awards are paid out, in cash, as soon as practicable after they are calculated and approved by the Compensation Committee. Therefore, there is no post-2023 payout opportunity under the Short-Term Plan. The amounts disclosed in this table for the NEOs represent the target and the maximum awards that were established by the Compensation Committee in early 2023. The amounts the NEOs actually received, after the final payout was calculated, are disclosed in the Summary Compensation Table. (3)These amounts reflect the awards issued under the Equity Long-Term Plan for 2023 performance. Awards are based on a one-year performance period that consists solely of the 2023 calendar year. The awards are paid out, partially in transfer-restricted stock and partially in cash, as soon as practicable after they are calculated and approved by the Compensation Committee. Therefore, there is no post-2023 payout opportunity under the Equity Long-Term Plan. The amounts disclosed in this table are the dollar values of the target and maximum awards that were established by the Compensation Committee in early 2023. These targets include the 15% increase to account for the immediately taxable nature of these equity awards. The cash portion of the awards represents 35% of the total award and as listed under column (A) of this table. The remaining 65% of the award, reflecting the stock portion of the award, is listed under column (B) of this table. The cash amount the NEOs initially received, after the final payout was calculated, is disclosed in the Summary Compensation Table.

  37. Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table

    Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table The compensation of the NEOs consists of the following components: base salary (which includes the perquisite allowance), short-term cash incentives and long-term equity and non-equity incentives. All of the NEOs also receive various retirement benefits. Each of these components is described in detail in the "Compensation Discussion and Analysis" which begins on page 24. Additional details of certain components are provided below.

  38. Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table

    | Equity Compensation |

  39. Description of Material Factors Relating to the Summary Compensation Table and Grants of Plan-Based Awards Table

    In 2023, the NEOs participated in the Equity Long-Term Plan. All awards are based on one-year performance periods and are fully-vested and paid (subject to transfer restrictions) when approved by the Compensation Committee. Therefore, no equity awards remain outstanding to vest for the year ended December 31, 2023. Awards under the Equity Long-Term Plan are paid partially in cash and partially in the form of fully vested shares of restricted stock. While the stock is fully vested at the time of grant, it is subject to transfer restrictions generally for a period of ten years from the last day of the performance period. The transfer restrictions provide the NEOs with an incentive to increase the value of the Company over the ten-year restricted period, which is expected to be reflected in the increased value of the stock. Refer to "Long-Term Incentive Compensation" beginning on page 31 and Note (3) of the "Grants of Plan-Based Awards" table beginning on page 38 for additional information regarding our equity awards. The following table reflects the stock awards issued under the Equity Long-Term Plan for 2023 performance.

  40. 2023 OPTION EXERCISES AND STOCK VESTED

    2023 OPTION EXERCISES AND STOCK VESTED

  41. 2023 OPTION EXERCISES AND STOCK VESTED

    | Name | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting ($) (2) | | Rajiv K. Prasad | 51,037 | $3,610,255 | | Alfred M. Rankin, Jr. | 58,863 | $4,163,851 | | Scott A. Minder | 8,246 | $583,306 | | Anthony J. Salgado | 21,877 | $1,547,535 | | Charles F. Pascarelli | 11,670 | $825,512 | | Suzanne S. Taylor | 7,171 | $507,262 |

  42. 2023 OPTION EXERCISES AND STOCK VESTED

    (1) The Equity Long-Term Plan awards are issued pursuant to a net settlement feature, by which a portion of the shares of stock issued on the grant date were immediately surrendered to the Company to pay for the taxes associated with the stock portion of the award, if necessary. The amounts initially received by the NEOs whose shares were granted pursuant to the net settlement feature were as follows:

  43. 2023 OPTION EXERCISES AND STOCK VESTED

    | Name | Number of Shares Issued Before Net Settlement (#) | Fair Market Value Realized On All Shares Initially Issued | | Rajiv K. Prasad | 73,280 | $5,183,681 | | Alfred M. Rankin, Jr. | 82,758 | $5,854,135 | | Scott A. Minder | 11,532 | $815,751 | | Anthony J. Salgado | 31,227 | $2,208,936 | | Charles F. Pascarelli | 16,390 | $1,159,396 | | Suzanne S. Taylor | 9,952 | $703,985 |

  44. 2023 OPTION EXERCISES AND STOCK VESTED

    (2) The value realized on vesting is the average of the high and low price of Class A Common ($70.738) on the February 15, 2024 grant date under the Equity Long-Term Plan for 2023 awards, multiplied by the number of award shares received when granted.

  45. Stock Options

    | Nonqualified Deferred Compensation Benefits |

  46. 2023 NONQUALIFIED DEFERRED COMPENSATION

    2023 NONQUALIFIED DEFERRED COMPENSATION

  47. 2023 NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name | Executive Contributions in 2023 ($)(1) | Employer Contributions in 2023 ($)(2) | Aggregate Earnings in 2023 ($)(3) | Aggregate Withdrawals/ Distributions in 2023 ($)(4) | Aggregate Balance at December 31, 2023 ($)(5) | | Rajiv K. Prasad | Excess Plan | $81,469 | $238,927 | $48,577 | $122,602 | $368,973 | | Alfred M. Rankin, Jr. | Executive Excess Plan | $0 | $460,901 | $70,694 | $254,474 | $531,597 | | Scott A. Minder (6) | Excess Plan | $31,500 | $29,931 | $7,268 | _ | $68,699 | | Anthony J. Salgado | Excess Plan | $39,850 | $114,050 | $24,247 | $68,766 | $178,147 | | Charles F. Pascarelli | Excess Plan | $63,179 | $128,827 | $26,494 | $82,847 | $218,500 | | Suzanne S. Taylor | Excess Plan | $30,624 | $77,720 | $15,754 | $48,310 | $124,098 |

  48. 2023 NONQUALIFIED DEFERRED COMPENSATION

    (1)These amounts, which were otherwise payable in 2023 but were deferred at the election of the executives, are included in the "Salary" column in the Summary Compensation Table. (2)All employer contributions shown in the "Employer Contributions in 2023" column are included in the "All Other Compensation" column in the Summary Compensation Table. (3)The above-market earnings portion of the amount shown in the "Aggregate Earnings" column are included in the "Change in Pension Value and Non-Qualified Deferred Compensation Earnings" column in the Summary Compensation Table. (4) The NEOs each receive payment of the amounts earned under the Excess Plans for each calendar year (including interest) no later than March 15th of the following year. Because the payments for 2022 were made in 2023, they are reflected as a distribution in 2023. Because the payments for 2023 were made in 2024, they are reflected in the NEO's aggregate balance as of December 31, 2023 and are not reflected as a distribution in 2023. (5) $354,158 of Mr. Prasad's account balance, $507,705 of Mr. A. Rankin's account balance, $66,700 of Mr. Minder's account balance, $171,107 of Mr. Salgado's account balance, $210,248 of Mr. Pascarelli's account balance and $123,022 of Ms. Taylor's account balance is reported in the 2023 Summary Compensation Table. Because the entire account balance under the Excess Plans is paid out each year, no portion of the account balances as of December 31, 2023 was previously reported in prior Summary Compensation Tables.

  49. Description of Nonqualified Deferred Compensation Plans

    Description of Nonqualified Deferred Compensation Plans Refer to "Retirement Plans" on page 33 for a detailed discussion of the terms of our nonqualified deferred compensation plans. The following is a summary of special rules that apply under each plan that are not otherwise described therein. Executive Excess Plan. In addition to the substitute matching and profit sharing contributions previously described, Mr. A. Rankin also annually receives a benefit of $37,710 credited to his account under the Executive Excess Plan.

  50. Description of Nonqualified Deferred Compensation Plans

    | Potential Payments Upon Termination/Change in Control |

  51. Description of Nonqualified Deferred Compensation Plans

    The change in control provisions under our 2023 Incentive Plans provide for the payment of a pro-rated target award for the year of the change in control. A "change in control" for purposes of these plans generally consists of any of the following provided that the event otherwise qualifies as a change in control under the regulations issued under Section 409A of the Code: (1) An acquisition of more than 50% of the voting securities of the Company or the voting securities of the subsidiary (for those employees of that particular subsidiary) other than acquisitions directly from the Company or the subsidiary, as applicable, involving: •any employee benefit plan; •the Company; •the applicable subsidiary or one of its affiliates; or •the parties to the stockholders' agreement discussed under "Amount and Nature of Beneficial Ownership - Class B Common Stock" on page 49; (2) The members of the Company's current Board of Directors (and their approved successors) ceasing to constitute a majority of the Company's Board of Directors or, if applicable, the board of directors of a successor of the Company; (3) For those plans that cover the employees of a subsidiary, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the subsidiary and its affiliates, excluding a business combination pursuant to which the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the applicable entity immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and (4) For all plans, the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another corporation, or other transaction involving the Company excluding, however, a business combination pursuant to which both of the following apply: •the individuals and entities who beneficially owned, directly or indirectly, more than 50% of the combined voting power of the Company immediately prior to such business combination continue to hold at least 50% of the voting securities of the successor; and •at the time of the execution of the initial agreement, or of the action of the Board of Directors of the Company providing for such business combination, at least a majority of the members of the Board of Directors of the Company were incumbent directors. For purposes of calculating the amount of any potential payments to the NEOs under the table provided below, we have assumed that a change in control occurred on December 29, 2023. We believe that the remaining assumptions listed below, which are necessary to produce these estimates, are reasonable individually and in the aggregate. However, there can be no assurance that a change in control would produce the same or similar results as those described if it occurs on any other date or if any assumption is not correct in fact.

  52. POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

  53. POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

    | Name | Estimated Total Value of Payments Based on Incentive Plan Award Targets ($)(1) | | Rajiv K. Prasad | $4,801,590 | | Alfred M. Rankin, Jr. | $3,983,548 | | Scott A. Minder | $730,057 | | Anthony J. Salgado | $2,001,834 | | Charles F. Pascarelli | $1,158,464 | | Suzanne S. Taylor | $709,782 |

  54. POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

    (1)This column reflects the award targets for the NEOs under the Incentive Plans for 2023. Under the change in control provisions of the Incentive Plans, the NEOs would have been entitled to receive a pro-rated target award for 2023 if a change in control had occurred on December 29, 2023. Awards under the Equity Long-Term Plan are denominated in dollars and the amounts shown in the above table reflect the dollar-denominated 2023 target awards (including the 15% increase to reflect the immediately taxable nature of the award). As described in Note (3) to the "Grants of Plan-Based Awards" table beginning on page 38, the NEOs would receive approximately 35% of the value of the award in cash, and the remainder in shares of restricted stock.

  55. POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

    | CEO Pay Ratio |

  56. POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

    We calculated the ratio of the total compensation of Mr. Prasad, our CEO (as of May 9, 2023), to the median of the annual total compensation of all of our employees and those of our consolidated subsidiaries (other than Mr. Prasad) ("Median Annual Compensation") for 2023 in accordance with SEC requirements. We note that, due to our permitted use of reasonable estimates and assumptions in preparing this pay ratio disclosure, the disclosure may involve a degree of imprecision, and thus this pay ratio disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K using the data and assumptions described below. We identified the median employee ("Median Employee") by examining the "base salary" for approximately 8,525 individuals, excluding Mr. Prasad, employed by the Company and its subsidiaries on October 1, 2023. For that purpose, we examined the 2023 annual base salary for such individuals. In this examination, we included all employees, whether employed on a full-time, part-time, or seasonal basis. We did not make any assumptions, adjustments, or estimates with respect to base salary. We also did not exclude any employees from this examination and did not utilize any statistical sampling or cost-of-living adjustments for purposes of this pay ratio disclosure. We believe the use of base salary for all employees for that period to identify the Median Employee is a consistently applied compensation measure permitted under SEC requirements because we do not widely distribute annual equity awards to employees. After identifying the Median Employee based on base salary, we calculated annual total compensation for 2023 for the Median Employee using the same methodology we use for our NEOs as set forth in the 2023 Summary Compensation Table; the Median Annual Compensation was determined to be $54,142. We determined that Mr. Prasad's annualized total compensation for 2023 was $10,510,238 (assuming that his promotion to CEO became effective as of January 1, 2023). Our estimate of the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation for 2023 is 194:1.

  57. POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL

    | Pay Versus Performance |

  58. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  59. PAY VERSUS PERFORMANCE

    | Year (a) | Summary Compensation Table ("SCT") Total for PEO Prasad (b)(1) | Compensation Actually Paid to PEO Prasad (c)(2) | Summary Compensation Table ("SCT") Total for PEO Rankin (b)(1) | Compensation Actually Paid to PEO Rankin (c)(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers (e)(2) | Value of Initial Fixed $100 Investment Based On: | | In Millions | | | | | | | | | | Total Share-holder Return (f)(3) | Peer Group Total Share-holder Return - Russell 2000 Industrials (g)(4) | Net Income (Loss) (h)(5) | Lift Truck Consolidated Operating Profit (Loss) $ (i)(6) | | 2023 | $8,694,939 | $8,113,242 | $9,979,305 | $9,322,372 | $2,574,892 | $2,437,760 | $18.81 | $54.34 | $125.9 | $237.1 | | 2022 | — | — | $5,384,048 | $5,037,294 | $1,506,004 | $1,436,887 | $(53.02) | $19.45 | $(74.1) | $24.6 | | 2021 | — | — | $2,612,927 | $2,713,790 | $925,115 | $945,506 | $(26.69) | $39.36 | $(173.0) | $(37.7) | | 2020 | — | — | $1,202,760 | $1,202,760 | $583,605 | $583,605 | $3.95 | $11.09 | $37.1 | $54.3 |

  60. PAY VERSUS PERFORMANCE

    (1) Mr. A. Rankin was our principal executive officer ("PEO") from January 1, 2023 through May 8, 2023 and for the full year for each of 2022, 2021 and 2020. Mr. Prasad was promoted to PEO as of May 9, 2023. For 2023, our non-PEO named executive officers were Mr. Minder, Mr. Salgado, Mr. Pascarelli and Ms. Taylor. For 2022, our non-PEO named executive officers were Mr. Prasad, Mr. Minder, Mr. Salgado, Mr. Pascarelli and Mr. Schilling, our former CFO. For 2021 and 2020, our non-PEO NEOs were Mr. Prasad, Mr. Schilling, our former CFO, Mr. Salgado and Mr. Pascarelli. (2) For each Covered Year, in determining both the CAP to our PEO and the average CAP to our non-PEO NEOs for purposes of this PVP Table, we deducted from or added back to the total amounts of compensation reported in column (b) for such Covered Year the following amounts:

  61. PAY VERSUS PERFORMANCE

    | Item and Value Added (Deducted) | 2023 | 2022 | 2021 | 2020 | | For Mr. A. Rankin: | | | | | | minus SCT "Stock Awards" column value | $(5,854,135) | $(1,825,997) | $(605,953) | $0 | | plus vesting date fair value of equity awards granted and vested in Covered Year | $5,197,202 | $1,479,243 | $706,816 | $0 | | Total Value Added / (Deducted): | $(656,933) | $(346,754) | $100,863 | $0 | | For Mr. R. Prasad: | | | | | | minus SCT "Stock Awards" column value | $(5,183,681) | - | - | - | | plus vesting date fair value of equity awards granted and vested in Covered Year | $4,601,984 | - | - | - | | Total Value Added / (Deducted): | $(581,697) | - | - | - | | For Non-PEO NEOs (Average): | | | | | | minus SCT "Stock Awards" column value | $(1,222,017) | $(382,996) | $(122,508) | $0 | | plus vesting date fair value of equity awards granted and vested in Covered Year | $1,084,886 | $313,879 | $142,900 | $0 | | Total Value Added / (Deducted): | $(137,131) | $(69,117) | $20,392 | $0 |

  62. PAY VERSUS PERFORMANCE

    (3) For each Covered Year, our total shareholder return was calculated as the yearly percentage change in our cumulative total shareholder return on our common stock, par value $0.01 per share, measured as the quotient of (a) the sum of (i) the cumulative amount of dividends for a period beginning with our closing price on the NYSE on December 31, 2019 through and including the last day of the Covered Year (each one-year, two-year, three-year and four-year period, a "Measurement Period"), assuming dividend reinvestment, plus (ii) the difference between our closing stock price at the end versus the beginning of the Measurement Period, divided by (b) our closing share price at the beginning of the Measurement Period. Each of these yearly percentage changes was then applied to a deemed fixed investment of $100 at the beginning of the Measurement Period to produce the Covered Year-end values of such investment as of the end of 2023, 2022, 2021 and 2020, as applicable. Because Covered Years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time. (4) For purposes of this pay versus performance disclosure, our peer group consists of the Russell 2000 Industrials Index (the "Peer Group"). For each Covered Year, our Peer Group cumulative total shareholder return was calculated based on a deemed fixed investment of $100 through the Measurement Period, assuming dividend reinvestment. (5) Net income (loss) is calculated in accordance with U.S. generally accepted accounting principles. (6) Lift Truck Consolidated Operating Profit (Loss) $ is calculated in accordance with U.S. generally accepted accounting principles. Refer to "Incentive Compensation" on page 28 for a more detailed description of our 2023 Incentive Plans, including performance criteria and calculation of awards.