DEF 14A of Hyster-Yale, Inc.
Filed Mar 24, 2026 · FY20250001173514-26-000083
The 2026 Proxy Statement and 2025 Annual Report are available, free of charge, at
| Director Compensation |
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Colleen R. Batcheler | $101,079 | $139,624 | $8,413 | $249,116 | | James B. Bemowski | $101,079 | $139,624 | $8,334 | $249,037 | | J.C. Butler, Jr. | $123,579 | $139,624 | $5,315 | $268,518 | | Gary L. Collar (4) | $173 | $233,596 | $7,913 | $241,682 | | Carolyn Corvi | $148,579 | $139,624 | $7,819 | $296,022 | | Edward T. Eliopoulos | $121,079 | $139,624 | $7,913 | $268,616 | | John P. Jumper | $128,579 | $139,624 | $5,191 | $273,394 | | Dennis W. LaBarre | $158,579 | $139,624 | $5,158 | $303,361 | | Ann A. O'Hara | $101,079 | $139,624 | $7,026 | $247,729 | | H. Vincent Poor | $101,079 | $139,624 | $8,285 | $248,988 | | Claiborne R. Rankin | $88,579 | $139,624 | $5,334 | $233,537 | | Britton T. Taplin | $88,579 | $139,624 | $4,315 | $232,518 | | David B.H. Williams | $88,579 | $139,624 | $7,091 | $235,294 |
2025 Director Compensation
(1)The amounts in this column reflect the annual retainers and other fees earned by our directors for services rendered in 2025. They also include payment for certain fractional shares of Class A Common that were earned and cashed out under the Hyster-Yale, Inc. (f/k/a Hyster-Yale Materials Handling, Inc.) Non-Employee Directors' Equity Compensation Plan (the "Non-Employees 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, 2025 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 2025. 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 $2,000 for Mr. Claiborne Rankin, $4,000 for Mr. Taplin, $4,500 for each of Mr. Collar, Ms. Corvi, and Mr. Eliopoulos, and $5,000 for each of the remaining directors. (4)Mr. Collar elected to receive Voluntary Shares in lieu of cash fees earned.
Description of Material Factors Relating to the Director Compensation Table
Description of Material Factors Relating to the Director Compensation Table In accordance with the terms of the Director Fee Policy and the Non-Employee Directors' Plan (discussed below in Proposal 3), each non-employee director was entitled to receive the following annual compensation for service on our Board of Directors: •an annual retainer of $226,000 ($150,000 of which was to be paid in the form of Mandatory Shares, as described below); •an additional fee of $12,500 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 the Compensation Committee); and •an additional retainer of $20,000 for the chair of the Audit Review Committee of our Board of Directors and an additional retainer of $15,000 for the chair of the Compensation Committee. The retainers and fees were paid quarterly in arrears. A director beginning or ceasing service shall have their retainer(s) adjusted based on the days during the calendar quarter in which the director served. 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 $150,000 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 the Friday (or if Friday is not a trading day, the last trading day before such Friday) for each week during such calendar 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. 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.
Description of Material Factors Relating to the Director Compensation Table
| Delinquent Section 16(a) Reports |
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 on our review of Section 16(a) forms and written representations from reporting persons regarding Form 5 filing requirements, we believe that, during 2025, all filing obligations for reporting persons were met, except for Clara Rankin Williams, Helen Rankin Butler, and Chloe O. Rankin, who, due to an administrative error, each filed one late Form 4 related to one transaction.
Description of Material Factors Relating to the Director Compensation Table
| Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2) |
Description of Material Factors Relating to the Director Compensation Table
As required by applicable law, including Section 14A of the Exchange Act, 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. Following the Annual Meeting, the next such advisory vote is expected to occur at the 2027 annual meeting of stockholders of the Company. 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. Most senior management employees of the Company are required to hold shares for ten years while less senior management employees are required to hold the shares for periods of either four or seven years. Through these restrictions, 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 DISCLOSED PURSUANT TO THE COMPENSATION DISCLOSURE RULES OF THE SEC, INCLUDING THE COMPENSATION DISCUSSION AND ANALYSIS, THE COMPENSATION TABLES AND NARRATIVE DISCUSSION.
Description of Material Factors Relating to the Director Compensation Table
| Approval of the Amendment and Restatement of the Company's Non-Employee Directors' Equity Compensation Plan (Proposal 3) |
Description of Material Factors Relating to the Director Compensation Table
We are asking our stockholders to approve the amendment and restatement of the Company's Non-Employee Directors' Equity Compensation Plan (the "Amended Directors' Plan") that was adopted by our Board on February 11, 2026. A prior version of the Company's plan document was previously approved by stockholders in 2019 and 2023 (the "Current Directors' Plan"). If approved by stockholders, the Amended Directors' Plan continues the Current Directors' Plan. Our principal reason for adopting the Amended Directors' Plan is to increase the number of Class A Common available for issuance by 100,000 shares. Accordingly, the Amended Directors' Plan provides that 185,481 shares may be issued or transferred under the Amended Directors' Plan on or after May 12, 2026. In approving the Amended Directors' Plan, the Board also extended its term for 10 years from May 12, 2026 and made certain other immaterial or conforming changes. Why We Believe You Should Vote for Proposal 3. The Amended Directors' Plan authorizes our Board to provide quarterly retainers to our non-employee directors that are payable partly in cash and partly in Class A Common for the purpose of helping to align the interests of our non-employee directors with the stockholders of the Company and long-term interests of the Company. We believe our future success depends in part on our ability to attract, motivate and retain high quality non-employee directors. The ability to provide equity-based awards under the Amended Directors' Plan is critical to achieving this success. We would be at a severe competitive disadvantage if we could not use share-based awards to recruit and compensate our non-employee directors. We also believe that equity compensation motivates non-employee directors to appropriately focus on actions that enhance stockholder value because they will share in that value enhancement through improved share price performance. Our equity compensation also helps to retain our non-employee directors and to promote a focus on sustained enhancement of stockholder value because our equity compensation awards are generally subject to lengthy transfer restrictions. As of February 27, 2026, 85,481 Class A Common shares, par value $0.01 per share, remained available for issuance under the Current Directors' Plan. If the Amended Directors' Plan is not approved, we may deem it necessary to increase significantly the cash component of our non-employee director 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 would also increase cash compensation expense and use cash that could be better utilized elsewhere. The following includes (1) aggregated information regarding the dilution associated with the Current Directors' Plan and the potential stockholder dilution that would result if the proposed share increase under the Amended Directors' Plan is approved and (2) our burn rate. As of February 27, 2026, there were 14,452,785 shares of Class A Common outstanding. Under the terms of the Current Directors' Plan, a maximum of 200,000 shares of Class A Common (subject to adjustment as described in the Current Directors' Plan) were available to be issued as Mandatory and Voluntary Shares, of which 114,519 shares of Class A Common (0.8% of our outstanding Class A Common shares) had been issued and 85,481 shares of Class A Common remained available for issuance as of February 27, 2026. Upon approval of the requested Amended Directors' Plan, the maximum number of shares available for future issuance on or after the effective date as Mandatory and Voluntary Shares under the Amended Directors' Plan will be an aggregate of 185,481 shares of Class A Common (subject to adjustments as described in the Amended Directors' Plan). This breaks down to a new share request of 100,000 shares of Class A Common and 85,481 shares of Class A Common remaining available for issuance. Based on the closing price on the NYSE for our Class A Common Shares on February 27, 2026 of $36.83 per share, the aggregate market value of the 100,000 shares of Class A Common that will be available for future issuance under the Amended Directors' Plan was $3,683,000. For 2023, 2024 and 2025, we issued Mandatory and Voluntary Shares under the Current Directors' Plan covering 27,001 shares, 27,352 shares, and 44,633 shares, respectively. Based on our basic weighted average shares outstanding for those three years of 17,136,989, 17,442,195 and 17,669,998, respectively, for the three-year period from 2023 through 2025, our average burn rate was 0.2% (our individual years' burn rates were 0.2% for 2023, 0.2% for 2024, and 0.3% for 2025). In determining the number of shares to request for approval under the Amended Directors' Plan, our management team worked with the Compensation Committee to evaluate a number of factors, including our recent share usage and the facts that (1) we perform an in-depth analysis of our Board compensation package on a triennial basis (and interim reviews at other times) and (2) non-employee directors have the option to receive their entire fees in the form of Voluntary Shares, which would, if elected in full, substantially increase the number of shares required under the plan. If the Amended Directors' Plan is approved, we intend to utilize the shares authorized under the Amended Directors' Plan to continue our practice of incentivizing directors through equity grants. We currently anticipate that the shares that will be available under the Amended Directors' Plan will last between three and five years, based on our director compensation, recent grant rates, director elections and the approximate current share price, but could last for a different period of time if actual practice does not match recent grant rates, we change the amount of our director compensation materially, our share price changes materially or individual directors elect to receive a higher percentage of their compensation in Voluntary Shares, among other factors. Our Board would retain discretion to determine the amounts of the retainers for our non-employee directors, and future benefits that may be received by participants under the Amended Directors' 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. 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. The following summary of the other terms of the Amended Directors' Plan is qualified in its entirety by reference to the Amended Directors' Plan attached to this Proxy Statement as Appendix A. Purpose. The purpose of this Amended Directors' Plan is to provide for the payment to the non-employee Directors of the Company of a portion of their Directors’ fees in capital stock of the Company in order to further align the interests of the Directors with the stockholders of the Company and thereby promote the long-term interests of the Company.
Description of Material Factors Relating to the Director Compensation Table
Administration and Eligibility. The Amended Directors' Plan will be administered by the Board and the Compensation Committee, as applicable, as further described in the Amended Directors' Plan. The Board may alter or amend the Amended Directors' Plan or terminate it entirely. However, amendments to the Amended Directors' Plan will be subject to stockholder approval to the extent (i) required by applicable law or stock exchange requirements or (ii) the alteration or amendment materially increases that total number of shares of Class A Common that may be issued (except for adjustments or additions made pursuant to the Amended Directors' Plan). Furthermore, no such action shall affect a non-employee director’s rights with regard to shares that were previously issued or transferred to the director or that were earned by, but not yet issued or transferred to, the director, without the director’s consent. All non-employee directors of the Company are automatically included as participants in the Plan. As of February 27, 2026, we had 13 non-employee directors. The basis for participation in the Amended Directors' Plan is election or appointment as a Company non-employee director. Terms and Conditions. Under the Amended Directors' Plan, the directors are required to receive a portion (as determined by the Board) of their annual retainer (in 2025, $150,000 out of $226,000) in shares of Class A Common (as "Mandatory Shares"). They may also elect to receive all or part of the remainder of the retainer and all other fees in the form of Voluntary Shares. The number of shares of Class A Common issued to a director is determined by taking the dollar value of the amount to be received in Mandatory or Voluntary Shares and dividing it by the average closing price of Class A Common on the New York Stock Exchange at the end of each week during each calendar quarter. The amount of any fractional shares will be paid in cash. Further, shares paid under the Amended Directors' Plan are subject to pro-ration in the event that a non-employee director begins or ceases service during the applicable calendar quarter. Shares issued under the Amended Directors' Plan may be shares of original issuance, treasury shares, or a combination of the two. Mandatory and Voluntary Shares are fully vested on the date of payment, and the director is entitled to ownership rights in such shares, including the right to vote and receive dividends. However, the directors are generally required to hold the Mandatory Shares for a period of ten years from the last day of the calendar quarter for which the Mandatory Shares were earned and, during that ten-year holding period, the Mandatory Shares cannot be assigned, pledged or otherwise transferred except (i) by will or by the laws of descent and distribution, (ii) in the event of divorce, subject to certain limitations as described in the Amended Directors' Plan, or (iii) to a trust or partnership for the benefit of the director or his or her spouse, children or grandchildren (in which case the transfer restrictions remain in effect). The transfer restrictions lapse earlier on the first to occur of (i) death or permanent disability; (ii) five years from the date of the director's retirement from the Board; (iii) the date that a director has both retired from the Board and reached age 70; or (iv) at such other time as determined by the Board in its sole discretion. Voluntary Shares are not subject to such restrictions. All amounts to be settled in Mandatory Shares or Voluntary Shares will be paid in cash if such shares cannot be issued or transferred. Subject to adjustment as described in the Amended Directors' Plan, the maximum amount paid to a non-employee director in any calendar year beginning on or after January 1, 2019 shall not exceed the greater of (i) $1,250,000 or (ii) the fair market value of 20,000 shares of Class A Common. Adjustments. The Board will make or provide for such adjustments in the share price used to determine share payouts, in the kind of shares that may be issued or transferred under the Amended Directors' Plan, in the number of shares of Class A Common issuable in the aggregate and to individual directors under the Amended Directors' Plan, in the number of outstanding Mandatory Shares or Voluntary Shares for each non-employee director, and in the terms applicable to Mandatory Shares or Voluntary Shares, as the Board, in its sole discretion, exercised in good faith, determines is equitably required to reflect (1) any stock dividend, stock split, combination of shares, recapitalization or any other change in the capital structure of the Company, (2) any merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization, partial or complete liquidation or other distribution of assets or issuance of rights or warrants to purchase securities, or (3) any other corporate transaction or event having an effect similar to any of the foregoing (collectively referred to as an "Extraordinary Event"). Moreover, in the event of any such Extraordinary Event, the Compensation Committee may provide in substitution for any or all outstanding Mandatory Shares or Voluntary Shares such alternative consideration (including cash), if any, as it, in good faith, may determine to be equitable under the circumstances and shall require in connection therewith the surrender of all Mandatory Shares or Voluntary Shares so replaced. Effective Date and Plan Term. This Amended Plan was originally effective as of September 28, 2012, and was further amended and restated effective May 17, 2019 and May 9, 2023. This amendment and restatement of the Plan is effective May 12, 2026 (the “Effective Date”), subject to the approval of the Plan by the stockholders of the Company as of such Effective Date. No Mandatory or Voluntary Shares may be issued or transferred under the Amended Directors' Plan on or after May 12, 2036. However, shares issued or transferred prior to the termination of the Amended Directors' Plan will generally continue to be subject to the terms of the Amended Directors' Plan following such termination. Federal Income Tax Consequences. This is a brief summary of certain Federal income tax consequences under the Amended Directors' 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 Amended Directors' 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. Generally, the recipient will be required to include as taxable ordinary income in the year of receipt of a retainer payment an amount equal to the amount of cash received and the fair market value of any Mandatory and Voluntary Shares received. 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 Amended Directors' Plan with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, as soon as practicable after approval of the Amended Directors' Plan by our stockholders. Final 2025 Awards and Estimated 2026 Awards. Stock awards under the Current Directors' Plan for 2025 issued to the non-employee directors of the Company are shown in the Director Compensation Table on page 12. Stock awards under the Amended Directors' Plan for 2026 and thereafter are not currently determinable but will be equal to the sum of the Mandatory Shares and Voluntary Shares for each director. Since the amount of Voluntary Shares is dependent on the directors' elections and not currently determinable, the following chart shows the anticipated cash value of the Mandatory Shares for the retainer of the non-employee directors under the Amended Directors' Plan for 2026:
Equity Compensation Plan Information
Equity Compensation Plan Information The following table sets forth information as of December 31, 2025 with respect to our compensation plans (including individual compensation arrangements) under which equity securities are authorized for issuance, aggregated as follows:
Equity Compensation Plan Information
| Plan Category | Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(a)) | | Class A Shares: | (a) | (b) | (c) | | Equity compensation plans approved by security holders | — | N/A | 834,422 | | Equity compensation plans not approved by security holders | — | N/A | — | | Total | — | N/A | 834,422 | | Class B Shares: | | | | | Equity compensation plans approved by security holders | — | N/A | — | | Equity compensation plans not approved by security holders | — | N/A | — | | Total | — | N/A | — |
Equity Compensation Plan Information
| Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 4) |
Equity Compensation Plan Information
Ernst & Young LLP has been selected by the Audit Review Committee as the principal independent registered public accounting firm for the current fiscal year for us and certain of our subsidiaries. The appointment of Ernst & Young LLP as our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for confirmation. However, our Board of Directors believes that obtaining stockholder confirmation is a sound governance practice. It is expected that representatives of Ernst & Young LLP will attend the Annual Meeting, with the opportunity to make a statement if they so desire, and, if a representative is in attendance, the representative will be available to answer appropriate questions. If our stockholders fail to vote on an advisory (non-binding) basis in favor of the confirmation of the appointment of Ernst & Young LLP, the Audit Review Committee will take such actions as it deems necessary as a result of such stockholder vote. Even if the appointment of Ernst & Young LLP is confirmed, the Audit Review Committee may select a different independent registered public accounting firm at any time during fiscal year 2026 if it determines that such a change would be in the best interests of the Company and its stockholders. THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE CONFIRMATION OF THE APPOINTMENT OF ERNST & YOUNG LLP, AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2026. Audit Fees 2025 and 2024 - Ernst & Young LLP billed or will bill us in the aggregate $4.9 million each year for professional services rendered by Ernst & Young LLP in each of 2025 and 2024 for the audit of our annual consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 and the review of the interim consolidated financial statements included in our Quarterly Reports on Form 10-Q filed during the fiscal years ended December 31, 2025 and 2024, as well as for services provided in connection with statutory audits. Audit-Related Fees 2025 and 2024 - Ernst & Young LLP billed us in the aggregate less than $0.1 million each year for assurance and related services rendered in each of 2025 and 2024, primarily related to annual subscriptions for accounting reference tools. Tax Fees 2025 and 2024 - Ernst & Young LLP did not provide services and has not billed us fees for professional tax services in 2025 or 2024. All Other Fees 2025 and 2024 - Ernst & Young LLP did not provide services and has not billed us fees for services provided, other than the services reported under "Audit Fees" and "Audit-Related Fees" during the fiscal years ended December 31, 2025 and 2024. Except as set forth above and approved by the Audit Review Committee pursuant to our pre-approval policies and procedures, no assurance or related services, tax compliance, tax advice or tax planning services were performed by the principal independent registered public accounting firm for us during the last two fiscal years. Pre-Approval Policies and Procedures Under our pre-approval policies and procedures, only audit, audit-related services and tax services may be performed by our principal independent registered public accounting firm. All audit, audit-related, tax and other accounting services to be performed for us must be pre-approved by our Audit Review Committee. In furtherance of this policy, for 2026, the Audit Review Committee authorized us to engage Ernst & Young LLP for specific audit, audit-related and tax services up to specified fee levels. The Audit Review Committee has delegated to the Chairman of the Audit Review Committee, together with one other Audit Review Committee member, the authority to approve services other than audit, review or attest services, which approvals are reported to the Audit Review Committee at its next meeting. We provide a summary of approvals and commitments at each general meeting of the Audit Review Committee. The Audit Review Committee has considered whether the providing of the non-audit services to us by Ernst & Young LLP is compatible with maintaining its independence. As a result of the recommendation of the Audit Review Committee, we have adopted policies limiting the services provided by our independent registered public accounting firm that are not audit or audit-related services.
Equity Compensation Plan Information
| PART THREE - EXECUTIVE COMPENSATION INFORMATION |
Equity Compensation Plan Information
| Summary of Our Named Executive Officer Compensation Program |
Equity Compensation Plan Information
The material elements of our 2025 compensation objectives and policies as they relate to the Named Executive Officers listed in the Summary Compensation Table on page 32, referred to as the NEOs, are described below. This discussion and analysis should be read in conjunction with all accompanying tables, footnotes and text in the Proxy Statement. Our executive compensation program strongly ties the compensation of our NEOs to our short-term and long-term business objectives and to stockholder interests. Key elements of compensation included base salary, annual incentive compensation, long-term incentive compensation and defined contribution retirement benefits.
Equity Compensation Plan Information
| At our 2025 annual meeting of stockholders, the Company received strong support for our compensation program with approximately 99% of the votes cast approving our advisory vote on NEO compensation. The Compensation Committee believes that this overwhelming support validates the philosophy and objectives of our executive compensation program. |
Equity Compensation Plan Information
Executive Compensation Philosophy The Compensation Committee designed our executive compensation program to help us attract, retain, motivate, and reward highly qualified senior management employees who are capable of creating and sustaining value for our stockholders. The structure of our executive compensation programs helps us provide competitive compensation and benefits packages while aligning the compensation interests of these employees with the interests of the Company and/or the business units for which they are responsible. Our programs also align senior management employees’ compensation interests with the financial performance of the business -- in the short-term, through variable cash compensation based on our degree of financial and operational performance, and in the long-term through equity- and cash-based incentives. The following chart highlights the key considerations behind the development, review and approval of the 2025 compensation for our NEOs:
Equity Compensation Plan Information
| 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. | | 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 compensation comparator 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 of Company securities. |
Equity Compensation Plan Information
| Compensation Discussion and Analysis |
Equity Compensation Plan Information
Executive Compensation Governance The Compensation Committee establishes and oversees the administration of the policies, programs and procedures for compensating our NEOs. The members of the Compensation Committee consist solely of independent directors. The Compensation Committee's responsibilities are listed on page 4. Compensation Committee Interlocks and Insider Participation None of our executive officers serves or has served on the compensation committee of any entity that has one or more of its executive officers serving as a member of our Compensation Committee. Named Executive Officers for 2025 The NEOs for 2025, all of whom are employed by the Company's U.S. operating subsidiary, HYMH, are listed in the table below:
Equity Compensation Plan Information
| Name | Titles | | Rajiv K. Prasad | President and CEO – Hyster-Yale | | Alfred M. Rankin, Jr. | Executive Chairman – Hyster-Yale | | Scott A. Minder (1) | Former Senior Vice President, Chief Financial Officer and Treasurer – Hyster-Yale | | Anthony J. Salgado (2) | President and Chief Executive Officer, HYMH | | Charles F. Pascarelli | Senior Vice President, President, Americas - HYMH |
Equity Compensation Plan Information
(1) Mr.Minder resigned as the Company's Senior Vice President, Chief Financial Officer and Treasurer, effective December 31, 2025, to take a position with a different company. (2) Mr. Salgado was elected as President and Chief Executive Officer, HYMH, effective January 1, 2025. Compensation Consultants The Compensation Committee receives assistance and advice from Korn Ferry, an internationally-recognized compensation consulting firm. Korn Ferry is engaged by and reports to the Compensation Committee and also provides advice and discusses compensation issues directly with management. Korn Ferry makes recommendations regarding substantially all aspects of compensation for our directors and the NEOs. For 2025, Korn Ferry was engaged in general to make recommendations regarding: •director compensation levels; •2025 salary midpoints and compensation levels for the Executive Chairman and Chief Executive Officer positions; •2025 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and total target compensation for all senior management positions; •2025 salary midpoints and/or midpoint range movement for all other employee positions; and •mid-year salary point levels, salary midpoints and incentive targets for all new senior management positions and/or changes to current senior management positions. All salary point recommendations are determined through the consistent application of the Korn Ferry salary point methodology, which is a proprietary method that takes into account the know-how, problem-solving and accountability requirements of the position. In 2025, a representative of Korn Ferry attended one meeting of the Compensation Committee and consulted with the Compensation Committee in executive session without management present. Korn Ferry also provided limited non-executive compensation consulting services to the Company in 2025. However, the Compensation Committee has considered and assessed all relevant factors, including, but not limited to, those set forth in Rule 10C-1(b)(4)(i) through (vi) of the Exchange Act, that could give rise to a potential conflict of interest with respect to Korn Ferry. Based on this review, we are not aware of any conflict of interest that has been raised by the work performed by Korn Ferry. The Committee has assessed the independence of Korn Ferry. Korn Ferry's General Industrial Survey - Salary Midpoint As a starting point for setting total target compensation for 2025, the Compensation Committee directed Korn Ferry to use its proprietary survey, known as the General Industrial survey, which contains data from a broad group of domestic industrial organizations, but ranging in size from approximately $2.50 billion to approximately $4.99 billion in annual revenues. For 2025, participants in the General Industrial survey included 665 parents covering approximately 1.1 million individuals, which satisfied Korn Ferry's quality assurance controls and represented almost all segments of industry (including manufacturing, but excluding retail and finance segments). The Compensation Committee chose this particular survey as its comparative compensation information for the following reasons: •it provides relevant information regarding the compensation paid to employees, including senior management employees, with similar skill sets used in our industry and represents the talent pool from which we recruit; •the use of a broad-based survey reduces volatility and lessens the impact of cyclicality or market dynamics in any one industry that could otherwise skew the survey results in any particular year; and •it provides a competitive framework for recruiting employees from outside of our industry. Using its proprietary salary point methodology, Korn Ferry compares positions of similar scope and complexity with the data contained in the General Industrial survey. Korn Ferry then derives a median salary level for each salary point level targeted at the 50th percentile of the General Industrial survey (the "salary midpoint"). The Compensation Committee typically sets the salary midpoint for each of the NEOs at 100% of the salary midpoint recommended by Korn Ferry. The Compensation Committee believes that the use of salary midpoints helps ensure that our compensation program provides sufficient compensation to attract and retain talented executives and maintain internal pay equity, without overcompensating our employees. Because salary midpoints are based on each salary point level, all of the employees at a particular salary point level generally have the same salary midpoint, with some geographic differences. The salary midpoints provided by Korn Ferry are then used to calculate the total target compensation of the NEOs. Compensation Policies, Objectives and Methodology - Total Target Compensation The guiding principle of our compensation program is the maintenance of a strong link among an employee's compensation, individual performance and the performance of the Company or the subsidiary or business unit for which the employee has responsibility. The primary objectives of our compensation program are to: •attract, retain and motivate talented management; •reward management with competitive total compensation for achievement of specific corporate and individual goals; •make management long-term stakeholders in the Company; •help ensure that management's interests are closely aligned with those of our stockholders; and •maintain consistency in compensation among all of the Company's direct and indirect subsidiaries. The Compensation Committee establishes comprehensively defined "target total compensation" for each NEO following rigorous evaluation standards to help maintain internal equity. In this process, the Compensation Committee annually reviews the following information for each of the NEOs for the current year, as well as that being proposed for the subsequent year: •salary midpoint, as determined by Korn Ferry from the similarly-sized companies in the General Industrial survey; •cash in lieu of perquisites (if applicable); •short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation Committee, with advice from Korn Ferry, for each salary grade); •long-term incentive target dollar amount (determined in the same manner as the short-term incentive target); •base salary; and •target total compensation, which is the sum of the foregoing amounts. The Compensation Committee reviewed the total target compensation for each of our NEOs to decide whether it should make changes to the 2025 compensation program. The Compensation Committee determined that the overall program continued to be consistent with our compensation objectives and did not make any material changes to the elements of the NEOs' total target compensation for 2025. The design of our compensation program typically provides employees with the opportunity to earn above-target compensation for outstanding results. Base salaries are set at levels appropriate to allow our incentive plans to serve as significant motivating factors. Because our program provides significantly reduced compensation for results that do not meet or exceed the established performance targets for the year, it encourages NEOs to earn incentive pay greater than 100% of target over time by delivering outstanding managerial performance.
Equity Compensation Plan Information
The Compensation Committee views the various components of compensation as related but distinct. For example, the Compensation Committee uses the information provided from the General Industrial survey to determine the salary midpoint. It then generally sets actual base salaries between 80% and 120% of that salary midpoint. The Compensation Committee also obtains the total target incentive compensation amounts from Korn Ferry based on the General Industrial survey, but determines the mix of short-term and long-term incentives in its discretion, based on its decision regarding how best to motivate our employees. The following table sets forth, as recommended by Korn Ferry and approved by the Compensation Committee for 2025, target total compensation for the NEOs (and the percentages of target total compensation across the various components of compensation):
Equity Compensation Plan Information
| 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 | $1,228,100 | 20% | $45,000 | 1% | $1,228,100 | 20% | $3,530,788 | 59% | $6,031,988 | | Alfred M. Rankin, Jr. | $1,009,411 | 22% | $40,000 | 1% | $908,470 | 20% | $2,553,810 | 57% | $4,511,691 | | Scott A. Minder | $517,400 | 41% | $20,000 | 2% | $258,700 | 21% | $446,258 | 36% | $1,242,358 | | Anthony J. Salgado | $871,200 | 28% | $35,000 | 1% | $653,400 | 21% | $1,603,008 | 51% | $3,162,608 | | Charles F. Pascarelli | $604,100 | 37% | $20,000 | 1% | $362,460 | 23% | $625,244 | 39% | $1,611,804 |
Equity Compensation Plan Information
(1)The NEOs are paid a fixed dollar amount of cash ratably throughout the year in lieu of perquisites. The applicable dollar amounts were approved by the Compensation Committee following an analysis performed by Korn Ferry in 2023 and will remain in effect through 2026. Based on this analysis, the Compensation Committee set a defined perquisite allowance for each NEO, based on the salary point level of the position. This approach satisfies our objective of providing competitive total compensation to our NEOs while recognizing that perquisites are largely just another form of compensation. (2)The amounts shown include a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the awards issued under the Hyster-Yale, Inc. (f/k/a Hyster-Yale Materials Handling, Inc.) 2020 Long-Term Equity Incentive Plan (the "Equity Long-Term Plan"). See "Long-Term Incentive Compensation" beginning on page 27. Target total compensation is supplemented by health and welfare benefits and retirement benefits, which consist of both (i) qualified defined contribution plans and (ii) U.S. nonqualified deferred compensation arrangements, including the Hyster-Yale Group, Inc. Executive Excess Retirement Plan ("Executive Excess Plan") and the Hyster-Yale Group, Inc. Excess Retirement Plan (the "Excess Plan" and together with the Executive Excess Plan, the "Excess Plans"). Base Salary The Compensation Committee fixes an annual base salary intended to be competitive in the marketplace to recruit and retain talented employees. Base salary is intended to provide employees with a set amount of money during the year with the expectation that they will perform their responsibilities to the best of their ability and in our best interests. For 2025, the Compensation Committee determined the base salaries for the NEOs by generally taking into account their individual performance for 2024 and the relationship of their 2024 base salary to the new 2025 salary midpoint for their salary point level. The Compensation Committee also took into account other relevant information, including: •general inflation, salary trends and economic forecasts provided by Korn Ferry; and •general budget considerations and business forecasts provided by management. Employees with lower base salaries compared to their salary midpoint and/or superior performance have the potential for larger salary increases. Employees with higher base salaries compared to their salary midpoint and/or who have performed less effectively during the performance period have the potential for smaller increases or even no increase. Based on the factors described above, the following table sets forth the salary information for each NEO for 2025:
Equity Compensation Plan Information
| Named Executive Officer | Salary Midpoint Determined by Korn Ferry ($) | Base Salary for 2025 and as a Percentage of Salary Midpoint ($)(%) | | Change Compared to 2024 Base Salary (%) | | Rajiv K. Prasad | $1,228,100 | $1,118,405 | 91.1% | 7.5% | | Alfred M. Rankin, Jr. (1) | $1,009,411 | $1,009,411 | 100.0% | (3.1)% | | Scott A. Minder | $517,400 | $478,590 | 92.5% | 5.0% | | Anthony J. Salgado (2) | $871,200 | $768,439 | 88.2% | 14.4% | | Charles F. Pascarelli | $604,100 | $624,406 | 103.4% | 5.0% |
Equity Compensation Plan Information
(1) The Compensation Committee reviewed the Executive Chairman position and determined that the position should be adjusted. As part of the review, the midpoint of the position was reduced and Mr. A. Rankin's salary was reduced to reflect 100% of the new midpoint. (2) The salary increase includes a promotion and election as HYMH's President and Chief Executive Officer, effective January 1, 2025. Incentive Compensation One of the principles of our compensation program is that senior management employees, including the NEOs, are compensated based on the performance of the Company and/or the business unit for which they are responsible. In 2025, all the NEOs participated in (i) the Hyster-Yale Materials Handling, Inc. Annual Incentive Compensation Plan (the "Short-Term Plan") and (ii) the Equity Long-Term Plan (collectively with the Short-Term Plan, the "Incentive Plans"). Overview. Our Incentive Plans are designed to align the compensation interests of the senior management employees with the Company's short-term and long-term interests. A significant portion of the NEOs' compensation is linked directly to the attainment of specific financial and operating targets under the Incentive Plans. For 2025, the sum of each of the NEO's incentive compensation target award opportunities exceeded the sum of each NEO's fixed payments (base salary plus perquisite allowance). The performance criteria and target performance levels for the Incentive Plans are established annually by the Compensation Committee and are based upon management's recommendations as to our performance objectives for the year. Two types of performance targets were adopted for use in the Incentive Plans for 2025: •Targets Based on Annual Operating Plan. Certain performance targets were based on forecasts contained in the 2025 annual operating plan ("AOP") and it is possible that the level of performance could be above or below the specified performance target. With respect to these targets, there was an expectation that these performance targets would be met during the year. •Targets Based on Long-Term Strategic Objectives. Other performance targets were not based on the 2025 AOP. Rather, they were based on long-term strategic objective goals established by the Compensation Committee. Because these targets were not based on the AOP, it is possible that the level of expected performance may be above or below the specified performance target for the year. The Strategic Objectives list under the Equity Long-Term Plan is an example of a target based on longer-term, project-based objectives that the Compensation Committee believed we should deliver over the long-term, not the performance that was expected in the current year or the near term. Each NEO was eligible to receive a short-term incentive award and a long-term incentive award based on a target incentive amount that was equal to a percentage of salary midpoint. However, the final payout may be higher or lower than the targeted amount. Calculation and Payment Overview. Awards under the Incentive Plans are determined as follows: •Target awards for each executive were equal to a specified percentage of the executive's 2025 salary midpoint, based on the number of salary points assigned to the position and the appropriate level of short-term and long-term incentive compensation targets recommended by Korn Ferry and adopted by the Compensation Committee at that level. The Compensation Committee then increased the target amounts under the Equity Long-Term Plan by 15% to account for the immediately taxable nature of the awards. •The plans have a one-year performance period. Final awards are determined after year-end by comparing actual performance to the pre-established performance targets that were set by the Compensation Committee. •The Compensation Committee, in its discretion, may increase, decrease or eliminate awards and may approve the payment of awards where performance would otherwise not meet the minimum criteria set for payment of awards. •Short-Term Plan awards are paid annually in cash. Equity Long-Term Plan awards are paid annually in a combination of cash and restricted shares of Class A Common. •All shares of Class A Common awarded under the Equity Long-Term Plan are fully-vested when issued but contain ten-year transfer restrictions for our NEOs. The transfer restrictions on the awards to our NEOs under our Equity Long-Term Plan provide an incentive over the ten-year restricted period to increase the value of the Company, which is expected to be reflected in the increased value of the stock awarded. The Compensation Committee believes that this encourages our NEOs to maintain a long-term focus on our profitability, which is in the stockholders' best interests. •The maximum awards under the Short-Term Plan could not exceed 150% of the target award level. The cash-denominated awards under the Equity Long-Term Plan could not exceed 200% of the target award level (or the greater of $12,000,000 and the fair market value of 50,000 shares of Class A Common, determined at the time of payment). •Refer to "Limited Change in Control Benefits" on page 30 for a description of the impact of a change in control on Incentive Plan awards. Incentive Compensation Tables. When reviewing the incentive compensation tables beginning below, the following factors should be considered: •Selection of Performance Criteria and Targets. The Compensation Committee considered the factors described under "Incentive Compensation - Overview" beginning on page 23 and adopted performance criteria and target performance levels to determine the 2025 incentive compensation awards. The Committee believed that the 2025 performance criteria and targets supported an emphasis on Company profitability by encouraging performance on factors that had the greatest opportunity to affect 2025 results. In addition, the 2025 incentive performance criteria reinforced the Company's clear commitment to the execution of key strategic projects that are designed to drive medium- to long-term success. The 2025 incentive performance criteria contained all five metrics utilized for 2024 incentive performance criteria: lift truck consolidated total revenue; lift truck new units bookings as a percentage of target revenue; lift truck average inventory as a percentage of adjusted standard cost; lift truck new units bookings adjusted standard margin percentage; and lift truck consolidated operating profit. For 2025, lift truck average inventory as a percentage of adjusted standard cost was calculated on a quarterly basis to encourage continued focus on inventory and working capital management. •Achievement Percentages. The achievement percentages are otherwise based on the formulas contained in performance guidelines adopted by the Compensation Committee. The formulas do not provide for straight-line interpolation from the performance target to the maximum payment target. •Operating Profit Dollar "Phase-In". The Compensation Committee adopted an operating profit dollar "phase-in" feature for the Incentive Plans in 2025. The operating profit "phase-in" provides participants with additional motivation to deliver outstanding performance. As long as operating profit equals or exceeds 50% of the annual operating plan, participants are eligible to receive 100% payout of their overall incentive plan target, subject to performance criteria discussed above. If the operating profit dollar target is not achieved, payouts are reduced based upon a range of operating profit dollar performance up to and including no payout if no operating profit were achieved. Because the Company achieved less than 50% of the operating profit dollar "phase-in" target in 2025, there was was an adjustment factor of 86.4% applied to overall achievement of the identified performance measures described above.
Equity Compensation Plan Information
•Adjustments. In calculating the various 2025 Incentive Plans' performance targets and results, certain adjustments were established by the Compensation Committee at the time the 2025 Incentive Plans' targets were set, including the impact of certain items only if they were in excess of the amounts included in the 2025 AOP (for example, changes in laws or regulations, restructuring expenses, acquisition-related expenses and the post-acquisition impact of business acquisitions). Incentive Plans' defined certain expenses which the Committee felt were outside of the control of management and the Company, and allows the elimination of these expenses for the calculation of performance. These adjustments included the elimination of expenses arising from government actions (such as tariffs). However, in light of overall Company performance, management recommended, and the Compensation Committee approved, an adjustment to reflect the Company's tariff-related cost recovery efforts and determined that 90% of the net tariff costs should not be included for incentive calculations. This adjustment impacted plan performance financial measures including Operating Profit and Operating Profit Phase-In measures. The Compensation Committee also approved additional immaterial adjustments for certain special items that occurred during 2025 and were not known or considered at the time the 2025 AOP was established. •Return on Total Capital Employed ("ROTCE") Performance Factor. For the 2025 performance period, the Company's Adjusted Consolidated ROTCE - Global is calculated as: (i) Earnings Before Interest After-Tax after adjustments divided by (ii) Total Capital Employed after adjustments. Earnings Before Interest After-Tax is equal to Income before Income Taxes excluding interest expense, less 25% for taxes. Total Capital Employed is equal to (i) the sum of the average debt and average stockholders' equity less (ii) average consolidated cash and goodwill and less (iii) average investment in Bolzoni. Average debt, stockholders' equity and consolidated cash are calculated by taking the sum of the balance at the beginning of the year and the balance at the end of each of the next 12 months divided by 13. •Bolzoni SpA ("Bolzoni") Performance Goals. For 2025, the Short-Term Plan metrics for certain of the NEOs were based in part on specific Bolzoni-related performance criteria, as described in the following tables. Short-Term Incentive Compensation The purpose of our Short-Term Plan is to align senior management employees’ compensation interests with the investment interests of our stockholders through variable cash compensation based on our degree of financial and operational performance. For 2025, the Short-Term Plan was designed to provide target short-term incentive compensation to the NEOs of between 50% and 100% of salary midpoint, depending on the NEO's position. The table below shows the 2025 target awards approved by the Compensation Committee for each NEO under the Short-Term Plan for 2025:
Equity Compensation Plan Information
| Named Executive Officer | (A) 2025 Salary Midpoint ($) | (B) Short-Term Plan Target as a % of Salary Midpoint (%) | (C) = (A) x (B) Short-Term Plan Target ($) | (D) 2025 Short-Term Plan Payout (%)(1) | (E) = (C) x (D) 2025 Short-Term Plan Payout ($) | (F) = (E)/(A) Short Term Plan Payout as a % of Salary Midpoint | | Rajiv K. Prasad | $1,228,100 | 100.0% | $1,228,100 | 63.6% | $781,072 | 63.6% | | Alfred M. Rankin, Jr. | $1,009,411 | 90.0% | $908,470 | 63.6% | $577,787 | 57.24% | | Scott A. Minder | $517,400 | 50.0% | $258,700 | 61.8% | $159,877 | 30.9% |
Equity Compensation Plan Information
| Named Executive Officer | (A) 2025 Salary Midpoint ($) | (B) Short-Term Plan Target as a % of Salary Midpoint (%) | (C) = (A) x (B) Short-Term Plan Target ($) | (D) 2025 Short-Term Plan Payout (%)(1) | (E) = (C) x (D) 2025 Short-Term Plan Payout ($) | (F) = (E)/(A) Short Term Plan Payout as a % of Salary Midpoint | | Anthony J. Salgado | $871,200 | 75.0% | $653,400 | 61.8% | $403,801 | 46.35% | | Charles F. Pascarelli | $604,100 | 60.0% | $362,460 | 74.6% | $270,395 | 44.76% |
Equity Compensation Plan Information
(1) As shown on the detailed Short-Term Plan payout tables below, the different payout percentages were based on the different performance criteria that applied to each NEO in 2025. The following tables show detailed calculations of the performance criteria established by the Compensation Committee for 2025 under the Short-Term Plan to determine final incentive compensation payments for the NEOs. Short-Term Incentive Criteria for Messrs. Minder and Salgado. One hundred percent (100%) of the 2025 Short-Term Plan targets for Messrs. Minder and Salgado were based on the following Corporate Lift Truck performance factors:
Equity Compensation Plan Information
| Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Performance Group Payout Percentage | Operating Profit $ Phase-In (HYMH) | Final Payout Percentage | | Lift Truck Consolidated Total Revenue | 15% | $3,709,200,000 | $3,565,500,000 | 96.1% | 14.4% | | | | Lift Truck New Units Bookings % of Target Revenue | 25% | 100% | 61.2% | 40% | 10% | | | | Lift Truck New Units Bookings Adjusted Standard Margin % | 20% | 18.3% | 18.4% | 102.8% | 20.6% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q1 | 5% | 30.7% | 31.1% | 97.9% | 4.9% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q2 | 5% | 27.1% | 28.7% | 90.4% | 4.5% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q3 | 5% | 26.4% | 27.4% | 93.9% | 4.7% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q4 | 5% | 24.3% | 26.0% | 88.7% | 4.4% | | | | Lift Truck Consolidated Operating Profit $ | 20% | $110,400,000 | $53,900,000 | 40.0% | 8.0% | | | | Final Corporate Lift Truck Payout Percentage | | | | | 71.5% | 86.40% | 61.8% |
Equity Compensation Plan Information
Short-Term Incentive Criteria for Messrs. Prasad and A. Rankin. The 2025 Short-Term Plan targets for Messrs. Prasad and A. Rankin were based (i) 90% on Corporate Lift Truck performance factors and (ii) 10% on Bolzoni performance factors:
Equity Compensation Plan Information
| Performance Criteria | (A) Initial Weighting at Performance Group Level | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Performance Group Payout Percentage | Performance Group Weighting | Weighted Average Payout | | Lift Truck Consolidated Truck Revenue | 15% | $3,709,200,000 | $3,565,500,000 | 96.1% | 14.4% | | | | Lift Truck New Units Bookings % of Target Revenue | 25% | 100% | 61.2% | 40% | 10.0% | | | | Lift Truck New Units Bookings Adjusted Standard Margin % | 20% | 18.3% | 18.4% | 102.8% | 20.6% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q1 | 5% | 30.7% | 31.1% | 97.9% | 4.9% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q2 | 5% | 27.1% | 28.7% | 90.4% | 4.5% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q3 | 5% | 26.4% | 27.4% | 93.9% | 4.7% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q4 | 5% | 24.3% | 26.0% | 88.7% | 4.4% | | |
Equity Compensation Plan Information
| Performance Criteria | (A) Initial Weighting at Performance Group Level | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Performance Group Payout Percentage | Performance Group Weighting | Weighted Average Payout | | Lift Truck Consolidated Operating Profit $ | 20% | $110,400,000 | $53,900,000 | 40.0% | 8.0% | | | | Corporate Lift Truck Total | | | | | 71.5% | 90.0% | 64.4% | | Bolzoni Consolidated Revenue $ | 30% | $347,200,000 | $333,100,000 | 95.9% | 28.8% | | | | Bolzoni Consolidated Adjusted Standard Margin % | 30% | 26.6% | 28.7% | 138.9% | 41.7% | | | | Bolzoni Operating Profit $ | 20% | $13,300,000 | $3,800,000 | 40.0% | 8.0% | | | | Bolzoni Average Inventory as a % of Adj Standard Cost - Q1 | 5% | 35.8% | 40.0% | 80.8% | 4.0% | | | | Bolzoni Average Inventory as a % of Adj Standard Cost - Q2 | 5% | 33.7% | 36.8% | 85.2% | 4.3% | | | | Bolzoni Average Inventory as a % of Adj Standard Cost - Q3 | 5% | 33.7% | 40.2% | 68.5% | 3.4% | | | | Bolzoni Average Inventory as a % of Adj Standard Cost - Q4 | 5% | 32.3% | 46.2% | 40.0% | 2.0% | | | | Bolzoni Total | | | | | 92.2% | 10.0% | 9.2% | | Initial Payout Percentage | | | | | | | 73.6% | | Operating Profit $ Phase-In (HYMH) | | | | | | | 86.4% | | Final Payout Percentage | | | | | | | 63.6% |
Equity Compensation Plan Information
Short-Term Incentive Criteria for Mr. Pascarelli. One hundred percent (100%) of the Short-Term Plan target for Mr. Pascarelli was based on the following Americas Lift Truck performance factors:
Equity Compensation Plan Information
| Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Performance Group Payout Percentage | Operating Profit $ Phase-In (HYMH) | Final Payout Percentage | | Americas Total Revenue $ | 15% | $2,664,200,000 | $2,695,500,000 | 105.9% | 15.9% | | | | Americas (excluding Brazil) New Units Bookings % of Target Revenue | 25% | 64.3% | 64.3% | 40% | 10% | | | | Americas (excluding Brazil) New Units Bookings Adjusted Standard Margin % | 20% | 19.0% | 19.7% | 118.4% | 23.7% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q1 | 5% | 30.70% | 31..1% | 97.9% | 4.9% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q2 | 5% | 27.1% | 28.7% | 90.4% | 4.5% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q3 | 5% | 26.4% | 27.4% | 93.9% | 4.7% | | | | Lift Truck Average Inventory as a % of Adj Standard Cost - Q4 | 5% | 24.3% | 26.0% | 88.7% | 4.4% | | | | Lift Truck Consolidated Operating Profit $ | 20% | $155,800,000 | $141,600,000 | 90.9% | 18.2% | | | | Final Corporate Lift Truck Payout Percentage | 100% | | | | 86.3% | 86.40% | 74.6% |
Equity Compensation Plan Information
Long-Term Incentive Compensation The purpose of our Equity Long-Term 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 business. Our Equity Long-Term Plan requires long-term commitment on the part of our senior management employees and stock sales are not permitted for a number of years except in limited circumstances described below. In 2025, all of the NEOs participated in our Equity Long-Term Plan. The Compensation Committee has determined that the ten-year holding period applies to all award shares issued to our NEOs. Thus, the awarded amount is effectively invested in the Company for an extended period to strengthen the tie between stockholders' and the NEOs' long-term interests. Those individual NEOs who have a greater impact on our long-term strategy receive a higher percentage of their compensation as long-term compensation. The Compensation Committee does not consider an NEO's long-term incentive awards for prior periods when determining the value of a long-term incentive award for the current period because it considers those prior awards to represent compensation for past services. Any gains the NEOs realize in the long term depend largely on what management does to drive the financial performance of the Company and increase the stock price. During the ten-year holding period applicable to the shares of Class A Common awarded to the NEOs under the Equity Long-Term Plan, the ultimate value of the shares is subject to change based on the value of the shares of stock. The value of the award is enhanced as the value of the stock increases or is reduced as the value of the stock decreases. Thus, the awards provide the NEOs with an incentive over the ten-year period to increase the value of the Company, which is expected to be reflected in the increased value of the stock awarded. The Compensation Committee believes that this encourages our executives to maintain a long-term focus on our profitability, which is also in the Company's best interests. As a result of the annual grants under the Equity Long-Term Plan and the corresponding transfer restrictions, the number of shares of Class A Common that an NEO holds generally increases each year. Consequently, our NEOs will continue to have or accumulate exposure to long-term Company performance notwithstanding any short-term changes in the price of shares of Class A Common. This increased exposure strongly aligns the long-term interests of the NEOs with those of other stockholders. For 2025, approximately 65% of the 2025 awards for the NEOs were to be distributed in shares of transfer-restricted Class A Common, with the remaining 35% to be distributed in cash to initially approximate the income tax withholding obligations for the stock. In addition, at the time the stock awards are issued, an NEO automatically surrenders a portion of his shares to the Company to pay for additional tax withholding obligations associated with the award, if necessary. The actual number of shares of stock issued to a participant is determined by taking the dollar value of the stock component of the award and dividing it by a formula share price. For this purpose, the formula share price is calculated as the lesser of: •the average closing price of our Class A Common on the NYSE at the end of each week during the 2024 calendar year (or such other previous calendar year as determined by the Compensation Committee), which price was $64.04; or •the average closing price of our Class A Common on the NYSE at the end of each week during the 2025 performance period, which price was $40.27. Equity Long-Term Plan participants have all of the rights of a stockholder, including the right to vote, upon receipt of the shares. The participants also have the right to receive dividends that are declared and paid after they receive the award shares. The full amount of the award, including the fair market value of the award shares on the date of grant, is fully taxable to the participant. The award shares that are issued to the NEOs are subject to transfer restrictions that generally lapse on the earliest to occur of: •ten years after the last day of the performance period; •the NEO's death or permanent disability; or •four years (or earlier with the approval of the Compensation Committee) from the date of retirement. The Compensation Committee has the right to release the restrictions at an earlier date, but rarely does so except in the case of the release of a limited number of shares for: (i) the purchase of a principal residence for the participant; (ii) payment of medical expenses for the participant, his or her spouse or his or her dependents; or (iii) payment of expenses for the education of the participant, his or her spouse or his or her dependents within the next 18 months. No such early release requests were requested or granted to the NEOs in 2025. For 2025, the Equity Long-Term Plan was designed to provide target long-term incentive compensation to the NEOs of between 75% and 250% of midpoint, depending on the NEO's position. The table below shows the 2025 target awards (including a 15% increase in target percentages to reflect the immediately taxable nature of the equity awards) approved by the Compensation Committee for each NEO under the Equity Long-Term Plan:
Equity Compensation Plan Information
| Named Executive Officer | (A) Salary Midpoint ($) | (B) Equity Long-Term Plan Target as a Percentage of Salary Midpoint (%)(1) | (C)=(A) x (B) Equity Long-Term Plan Target ($)(2) | (D) 2025 Equity Long-Term Plan Payout (%) | (E) = (C) x (D) Cash-Denominated Equity Long-Term Plan Payout ($) (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 | $1,228,100 | 287.50% | $3,530,788 | 61.9% | $2,185,558 | 178.0% | $2,058,238 | | Alfred M. Rankin, Jr. | $1,009,411 | 253.00% | $2,553,810 | 61.9% | $1,580,808 | 156.6% | $1,488,720 | | Scott A. Minder | $517,400 | 86.30% | $446,258 | 61.9% | $276,234 | 53.4% | $260,141 | | Anthony J. Salgado | $871,200 | 184.00% | $1,603,008 | 61.9% | $992,262 | 113.9% | $934,459 | | Charles F. Pascarelli | $604,100 | 103.50% | $625,244 | 61.9% | $387,026 | 64.1% | $364,480 |
Equity Compensation Plan Information
(1) The target percentages for participants in the Equity Long-Term Plan included a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applied to account for the immediately taxable nature of the equity awards. (2) Awards under the Equity Long-Term Plan are initially denominated in dollars. The amounts shown in columns (C) and (E) reflect the 2025 dollar-denominated target and actual awards. This is the amount that is used by the Compensation Committee when analyzing the total compensation of the NEOs. The dollar-denominated awards are then paid to the participants in a combination of cash (approximately 35%) and restricted stock (approximately 65%). The number of shares of stock issued was determined using the formula share price described above. The amount shown in column (G) is the sum of (i) the cash distributed and (ii) the grant date fair value of the stock that was initially issued for the 2025 long-term awards. This amount is computed in accordance with FASB ASC Topic 718 and is the same as the amount that is disclosed in the Summary Compensation Table on page 32. The shares were valued on the date on which the Equity Long-Term Plan awards were approved by the Compensation Committee. The difference in the amounts disclosed in columns (E) and (G) is due to the fact that the number of shares issued was calculated using the formula share price of $40.269 while the grant date fair value was calculated using $36.660 which is the average of the high and low share price on the date the shares were granted. The following table shows detailed calculations of the 2025 performance criteria, targets and weightings established by the Compensation Committee for each of the NEOs for 2025. Long-Term Incentive Criteria. One hundred percent (100%) of the 2025 Equity Long-Term Plan targets for the NEOs were based on the following Lift Truck performance criteria:
Equity Compensation Plan Information
| Performance Criteria | (A) Weighting | Performance Target | Performance Result | (B) Achievement Percentage | (A) x (B) Payout Percentage | Operating Profit $ Phase-In (HYMH) | Final Payout Percentage | | ROTCE | 50% | 14.1% | 6.5% | 48.2% | 24.1% | | | | Strategic Objectives List (1) | 50% | 100.0% | 95.0% | 95.0% | 47.5% | | | | Total Payout Percentage - Corporate Lift Truck | 100% | | | | 71.6% | 86.4% | 61.9% |
Equity Compensation Plan Information
(1) The Strategic Objectives List payout percentage was determined based on an assessment of the effective execution of the Company's key strategic objectives for 2025. Senior management believes that project execution is at the core of how the Company organizes work and is key to generating top- and bottom-line growth for both 2025 and the longer term. This table does not include the Strategic Objectives List targets or results due to the competitively sensitive nature of that information. For 2025, the Compensation Committee believed that the Company could meet this target since it was designed to be reasonably achievable with strong management performance. For 2025 and 2024, the Company's Strategic Objectives performance results were 95% and 100%, respectively. Other Compensation of NEOs Discretionary Cash Bonuses. The Compensation Committee has the authority to grant, and has from time to time granted, discretionary cash bonuses to our employees, including the NEOs, in addition to the Incentive Plan compensation described above. The Compensation Committee generally uses discretionary cash bonuses to reward substantial achievement or superior service to the Company and/or its subsidiaries, particularly when such achievement or service is not reflected in the performance criteria established under our Incentive Plans. There were no discretionary cash bonuses to NEOs in 2025. Retirement Plans. The material terms of our retirement plans are described in the narratives following the Nonqualified Deferred Compensation Table. Defined Benefit Pension Plans. The NEOs do not currently accrue any defined benefit pension benefits. Defined Contribution Plans. We provide the NEOs and most other full-time employees with defined contribution retirement benefits. Employer contributions are calculated under formulas that are designed to provide employees with competitive retirement income. The Compensation Committee believes that the target level of retirement benefits gives us the ability to attract and retain talented management employees at the senior executive level and below. In general, the NEOs and other executive officers receive the same retirement benefits as all other similarly-situated employees. However, the benefits that are provided to the NEOs and other executive officers in the U.S. are provided under a combination of tax-favored and Excess Plans, while the benefits that are provided to other employees are provided generally only under tax-favored plans. The Excess Plans provide the eligible U.S. employees with the retirement benefits that would have been provided under the tax-favored plans, but that cannot be provided due to various Internal Revenue Service regulations, limits and non-discrimination requirements. Our defined contribution plans contain the following three types of benefits: •employee deferrals; •matching (or substitute matching) employer contributions; and •profit sharing benefits. The "compensation" that is taken into account under these plans generally includes base salary and Short-Term Plan payments, but excludes most other forms of compensation, including long-term incentive compensation and other discretionary payments. The NEOs other than Mr. A. Rankin may elect to defer up to 25% of compensation. The NEOs received employer matching contributions under the defined contribution plans for 2025 in accordance with the following formulas: •Messrs. Prasad, Minder, Salgado, and Pascarelli: a 3% match on the first 6% of contributions to the plans; and •Mr. A. Rankin: an automatic 3% employer contribution. Under the profit sharing portion of the plans, eligible employees receive a profit sharing contribution equal to a specified percentage of compensation that varies depending on the employee's age, compensation and our operating profit percent performance for the year. If the Company performs well, the amount of the profit sharing contribution increases. The range of profit sharing contributions for the NEOs based on their age brackets for 2025 was: •Messrs. A. Rankin, Prasad and Pascarelli: between 4.50% and 14.90% of compensation; •Mr. Salgado: between 3.80% and 12.25% of compensation; and •Mr. Minder: between 3.20% and 10.05% of compensation. Messrs. A. Rankin, Prasad, Salgado and Pascarelli are all 100% vested in their retirement benefits, while Mr. Minder was 60% vested in his retirement benefits. Benefits under the tax-favored plans are payable at any time following a termination of employment. Participants have the right to invest their tax-favored account balances among various investment options that are offered by the plans' trustees. Participants can elect various forms of payment including lump sum distributions and installments. Under the Excess Plans: •participants' account balances, other than excess profit sharing benefits, are credited with earnings during the year based on the rate of return of the Vanguard Retirement Savings Trust fixed income fund, which is one of the investment funds under the U.S. qualified defined contribution plan, with a 14% maximum per year; •no interest is credited on excess profit sharing benefits; •the amounts credited under the Excess Plans each year are paid prior to March 15th of the following year to avoid regulatory complexities and eliminate the risk of non-payment to the executives based on the unfunded nature of the Excess Plans; and •the amounts credited under the Excess Plans each year are increased by 15% to reflect the immediately taxable nature of the payments. The 15% increase applies to all benefits other than the portion of the employee deferrals that are in excess of the amount needed to obtain a full employer matching contribution. Other Benefits. All salaried U.S. employees, including the NEOs, participate in a variety of health and welfare benefit plans that are designed to enable us to attract and retain our workforce in a competitive marketplace. Perquisites and Other Personal Benefits. The modest amount of cash paid to the NEOs in lieu of perquisites in 2025 is separately disclosed in the table on page 22 and the limited non-cash perquisites are disclosed in Note 7 to the Summary Compensation Table on page 32. Employment and Severance Arrangements. Consistent with our general severance arrangement, upon an NEO's termination of employment with us for any reason, the NEO is entitled to: •amounts or benefits earned or accrued during their term of employment, including earned but unpaid salary and accrued but unused vacation pay; and •benefits that are provided in accordance with the terms of the retirement plans, the Incentive Plans and the Excess Plans at termination of employment that are further described in this Proxy Statement. There are no individual severance contracts with any of the NEOs. Upon termination of employment in certain circumstances and in accordance with the terms of a broad-based severance plan that applies to all U.S. employees, the NEOs are only entitled to severance pay and continuation of certain health benefits for a stated period of time based on length of service. Limited Change in Control Benefits. In order to advance the compensation objective of attracting, retaining and motivating qualified management, the Compensation Committee believes that it is appropriate to provide limited change in control protections to the NEOs and other employees. The change in control provisions under our 2025 Incentive Plans provided for the payment of a pro-rated target award for the year of the change in control. The Compensation Committee believes that: •the change in control payment triggers are appropriate due to the unfunded nature of the benefits provided under these plans; •the skills, experience and services of our key management employees are a strong factor in our success and that the occurrence of a change in control transaction would create uncertainty for these employees; and
Equity Compensation Plan Information
•in a more typical year, some key management employees would consider terminating employment in order to trigger the payment of their unfunded benefits if an immediate payment is not made when a change in control occurs. Our change in control payment triggers are designed to encourage key management employees to remain employed during and after a change in control. Importantly, these change in control provisions are not employment agreements and do not guarantee employment for any of the executives for any period of time. In addition, none of the payments under any plan will be "grossed up" for any excise taxes imposed on the executives as a result of the receipt of payments upon a change in control. See "Potential Payments Upon Termination/Change in Control" on page 35. Tax and Accounting Implications Deductibility of Executive Compensation. Code Section 162(m) provides that, subject to certain exceptions, we may not deduct compensation of more than $1 million in any taxable year that is paid to certain executive officers and certain former executive officers. While the Compensation Committee may consider in very general terms the deductibility of the compensation it awards, the Committee nevertheless awards compensation that is consistent with our objectives and philosophy even if it does not qualify for a tax deduction. Accounting for Stock-Based Compensation. We account for stock-based payments in accordance with the requirements of FASB ASC Topic 718. Based on FASB ASC Topic 718, the grant date of the awards under the Equity Long-Term Plan for this purpose is the date on which the award shares are issued, which occurs in the year following the year in which the shares are earned. See Note 5 of the Company's audited consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 for more information regarding accounting treatment of our equity awards. Other Policies and Considerations Assessment of Risks in our Compensation Program. As part of its oversight, the Compensation Committee considers the impact of the Company's compensation program on the Company's risk profile. Each year, management reviews our pay practices and incentive programs to identify any potential risks to the Company and then reviews this information with the Compensation Committee. Our pay philosophy: •provides an effective balance of base salary and incentive compensation; •short and long-term performance measures; •financial and non-financial performance measures; and •allows for the use of Compensation Committee discretion. Further, the Company has: •policies to mitigate compensation-related risk, including lengthy holding periods for long-term awards granted to our NEOs; •stated payment caps; •insider-trading prohibitions; and •independent Compensation Committee oversight. The Compensation Committee agreed with the findings of management's assessment for 2025 that (1) our compensation programs are effectively designed to help mitigate conduct that is inconsistent with building long-term value of the Company and (2) the risks arising from the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. Stock Ownership Guidelines. While the Company encourages the executive officers to own shares of Class A Common, it does not have any formal policy requiring the executive officers to own any specified amount of Class A Common. However, the shares of Class A Common granted to the NEOs under the Equity Long-Term Plan generally must be held for a period of ten years which can result in the NEOs being required to hold a significant accumulation of Class A Common during their careers. Role of Executive Officers in Compensation Decisions. The CEO of the Company annually reviews the performance of each executive officer (other than the CEO and the Executive Chairman of the Company, whose performance is reviewed by the Compensation Committee) and makes recommendations based on these reviews, including with respect to salary adjustments and incentive compensation award amounts, to the Compensation Committee. In addition to the CEO recommendations, the Compensation Committee considers recommendations made by Korn Ferry, our independent outside compensation consultant, which bases its recommendations upon an analysis of similar positions at a broad range of domestic industries, as well as an understanding of our policies and objectives, as described above. The Compensation Committee can exercise its discretion in modifying any recommended adjustments or awards to executive officers. After considering these recommendations, the Compensation Committee determines the base salary and incentive compensation levels for the executive officers, including each NEO, and any additional discretionary payments. Clawback Policy. We maintain and operate a Compensation Clawback Policy that applies to certain incentive-based compensation received by our executive officers, including our NEOs, after October 2, 2023. The Compensation Clawback Policy generally provides for the reasonably prompt recovery (or clawback) of certain excess incentive-based compensation received during an applicable three-year recovery period by current or former executive officers in the event we are required to prepare an accounting restatement due to the material noncompliance with any financial reporting requirement under the securities laws. Triggering events include accounting restatements to correct an error in previously issued financial statements that is material to such previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Excess incentive-based compensation for these purposes generally means the amount of incentive-based compensation received (on or after October 2, 2023) by such executive officer that exceeds the amount of incentive-based compensation that would have been received by such executive officer had it been determined based on the restated amounts, without regard to any taxes paid. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Compensation Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. In general, we may utilize a broad range of recoupment methods under the Compensation Clawback Policy for mandatory accounting restatement clawbacks. The Compensation Clawback Policy does not condition such clawback on the fault of the executive officer, but we are not required to clawback amounts in limited circumstances where the Compensation Committee has made a determination that recovery would be impracticable and (1) we have already attempted to recover such amounts but the direct expense paid to a third party in an effort to enforce the Compensation Clawback Policy would exceed the amount to be recovered, (2) the recovery of amounts would violate applicable home country law, or (3) the recovery would likely cause the non-compliance of a tax-qualified retirement plan under the Internal Revenue Code of 1986, as amended, and applicable regulations. We may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement.
Equity Compensation Plan Information
In addition to this mandatory Compensation Clawback Policy, the Company maintains and operates a Supplemental Clawback Policy that applies to the NEOs and selected other employees. Under this Supplemental Clawback Policy, the Board has the discretion to recover any bonus or incentive compensation that is based upon the achievement of financial results that were later determined to be improperly paid due to an accounting restatement. All NEOs signed the Supplemental Clawback Policy. Executive Compensation Program for 2026 and Impact of "Say-on-Pay" Stockholder Vote When setting executive compensation for 2026, the Compensation Committee took into account the results of the stockholder advisory vote on named executive officer compensation that occurred at our 2025 annual meeting of stockholders. Stockholders who cast votes overwhelmingly (approximately 99%) approved the compensation of our named executive officers described in our 2025 proxy statement. Consequently, our executive compensation program for 2026 will be structured in a manner similar to our 2025 program. Principal changes for 2026 include: (1) modifications to salary midpoints and base salaries in view of internal considerations as well as marketplace practice as reflected in analyses, general survey data relating to salary trends and the recommendations of Korn Ferry based on an updated General Industrial survey; and (2) changes to certain performance measures, weightings and/or targets for the Incentive Plans based on management recommendations as to the performance objectives of our business for 2026.
Equity Compensation Plan Information
| Compensation Committee Report |
Equity Compensation Plan Information
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with the Company's management. Based on these reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. JOHN P. JUMPER, CHAIR GARY L. COLLAR CAROLYN CORVI EDWARD T. ELIOPOULOS H. VINCENT POOR
Equity Compensation Plan Information
| Summary Compensation Table |
Equity Compensation Plan Information
The following table sets forth the applicable compensation for services of our NEOs in all capacities to the Company and its subsidiaries.
2025 SUMMARY COMPENSATION TABLE
2025 SUMMARY COMPENSATION TABLE
2025 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 (8)($) | Total ($) | | Rajiv K. Prasad; President and CEO - Hyster-Yale | 2025 | $1,163,405 | — | — | $1,293,291 | $1,546,019 | $44,724 | $352,515 | $4,399,954 | | | 2024 | $1,085,377 | — | | $3,810,041 | $2,741,876 | $50,083 | $409,245 | $8,096,622 | | | 2023 | $940,791 | — | | $5,183,681 | $2,246,275 | $33,762 | $290,430 | $8,694,939 | | Alfred M. Rankin, Jr.; Executive Chairman - Hyster-Yale | 2025 | $1,049,411 | — | | $935,417 | $1,131,090 | $33,537 | $334,667 | $3,484.122 | | | 2024 | $1,081,926 | — | | $2,949,675 | $2,139,768 | $46,151 | $456,260 | $6,673,780 | | | 2023 | $1,122,702 | — | | $5,854,135 | $2,490,836 | $46,804 | $464,828 | $9,979,305 | | Scott A. Minder: Former Senior Vice President, Chief Financial Officer and Treasurer - Hyster-Yale | 2025 | $498,590 | — | | $163,430 | $256,588 | $8,825 | $93,057 | $1,020,490 | | | 2024 | $475,800 | — | | $484,982 | $451,245 | $12,139 | $111,351 | $1,535,517 | | | 2023 | $450,000 | $75,000 | | $815,751 | $456,564 | $5,269 | $75,354 | $1,877,938 | | Anthony J. Salgado; President and Chief Executive Officer, HYMH - Hyster-Yale (7) | 2025 | $803,439 | — | | $587,147 | $751,113 | $22,167 | $193,894 | $2,357,760 | | | 2024 | $701,713 | — | | $1,488,082 | $1,193,805 | $22,271 | $202,893 | $3,608,764 | | | 2023 | $635,982 | — | | $2,208,936 | $1,077,349 | $17,207 | $161,961 | $4,101,435 | | Charles F. Pascarelli; Senior Vice President, President, Americas - HYMH | 2025 | $644,406 | — | | $229,015 | $405,860 | $17,418 | $157,334 | $1,454,033 | | | 2024 | $614,672 | — | | $689,295 | $663,931 | $20,924 | $196,016 | $2,184,838 | | | 2023 | $586,354 | — | | $1,159,396 | $669,592 | $18,242 | $176,114 | $2,609,698 |
2025 SUMMARY COMPENSATION TABLE
(1) The amounts reported under the "Salary" column for 2025 include both the base salary and the fixed dollar annual perquisite allowance. (2) For 2023, the amount shown for Mr. Minder represents the remaining fifty percent of a discretionary cash sign-on bonus awarded to him upon his hire in 2022 and paid on his six-month anniversary in 2023. (3) The amounts shown for 2025 are the grant date fair values of the awards under the Equity Long-Term Plan, determined in accordance with FASB ASC Topic 718. Refer to the discussion and tables on pages 27-28 under "Long-Term Incentive Compensation" to determine the target long-term awards, as well as the cash-denominated award payouts under the Equity Long-Term Plan. (4) The amounts listed for 2025 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 discussion and tables on pages 24-26 under "Short-Term Incentive Compensation" for a detailed description of the performance criteria and calculations approved by the Compensation Committee to determine final 2025 Short-Term Plan payments. For 2025, the cash amount earned under the Short-Term Plan and under the Equity Long-Term Plan were respectively as follows: Mr. Prasad, $781,072 and $764,947; Mr. A. Rankin, $577,787 and $553,303; Mr. Minder, $159,877 and $96,711; Mr. Salgado, $403,801 and $347,312; and Mr. Pascarelli, $270,395 and $135,465. (5) None of the NEOs participate in any of our defined benefit pension plans. (6) Amounts listed in this column for 2025 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 35. (7) Mr. Salgado was elected as President and Chief Executive Officer, HYMH, effective January 1, 2025. (8) All other compensation earned during 2025 for each of the NEOs is as follows:
2025 SUMMARY COMPENSATION TABLE
| | Rajiv K. Prasad | Alfred M. Rankin, Jr. | Scott A. Minder | Anthony J. Salgado | Charles F. Pascarelli | | Employer Tax-Favored Matching Contributions | $10,500 | — | $10,500 | $10,500 | $10,500 | | Employer Excess Plan Matching Contributions | $53,424 | $54,461 | $11,219 | $28,626 | $19,117 | | Employer Tax-Favored Profit Sharing Contributions | $36,000 | — | $28,943 | $33,388 | $36,000 | | Employer Excess Plan Profit Sharing Contributions | $245,250 | $238,321 | $40,276 | $114,884 | $89,611 | | Other Excess Plan Employer Retirement Contributions | — | $37,710 | — | — | — | | Employer Paid Life Insurance Premiums | $3,150 | $945 | $1,535 | $2,713 | $2,106 | | Other | $4,191 | $3,230 | $584 | $3,783 | — | | Total | $352,515 | $334,667 | $93,057 | $193,894 | $157,334 |
2025 SUMMARY COMPENSATION TABLE
•The Company does not provide Mr. A. Rankin with any defined benefit pension or tax-favored defined contribution retirement benefits. Of the amounts shown above for Mr. A. Rankin, $330,492 represents defined contribution retirement benefits earned in 2025. •Amounts listed in "Other" reflect expenses for airline club memberships, global entry fees, spousal travel and/or employer-paid premiums for personal excess liability insurance.
2025 SUMMARY COMPENSATION TABLE
| Grants of Plan-Based Awards |
2025 SUMMARY COMPENSATION TABLE
The following table sets forth information concerning plan-based awards granted to the NEOs for 2025. There are no estimated payouts in the future under the Incentive Plans.
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS
2025 GRANTS OF PLAN-BASED AWARDS
| | | | (A) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards | | (B) Estimated Possible Payouts Under Equity Incentive Awards | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($) (1) | | Name | Grant Date | Plan Name | Target ($) | Maximum ($) | Target ($) | Maximum ($) | | | | Rajiv K. Prasad | N/A | Short-Term Plan(2) | $1,228,100 | $1,842,150 | N/A | N/A | N/A | N/A | | | 2/27/2026 | Equity Long-Term Plan(3) | $1,235,776 | $2,471,552 | $2,295,012 | $4,590,024 | N/A | $1,293,291 | | Alfred M. Rankin, Jr. | N/A | Short-Term Plan(2) | $908,470 | $1,362,705 | N/A | N/A | N/A | N/A | | | 2/27/2026 | Equity Long-Term Plan(3) | $893,834 | $1,787,667 | $1,659,977 | $3,319,953 | N/A | $935,417 | | Scott A. Minder | N/A | Short-Term Plan(2) | $258,700 | $388,050 | N/A | N/A | N/A | N/A | | | 2/27/2026 | Equity Long-Term Plan(3) | $156,190 | $312,381 | $290,068 | $580,135 | N/A | $163,430 | | Anthony J. Salgado | N/A | Short-Term Plan(2) | $653,400 | $980,100 | N/A | N/A | N/A | N/A | | | 2/27/2026 | Equity Long-Term Plan(3) | $561,053 | $1,122,106 | $1,041,955 | $2,083,910 | N/A | $587,147 | | Charles F. Pascarelli | N/A | Short-Term Plan(2) | $362,460 | $543,690 | N/A | N/A | N/A | N/A | | | 2/27/2026 | Equity Long-Term Plan(3) | $218,835 | $437,671 | $406,409 | $812,817 | N/A | $229,015 |
2025 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 32. (2)Awards under the Short-Term Plan are based on a one-year performance period that consists solely of the 2025 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-2025 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 2025. The amounts the NEOs actually received, after the final payout was calculated, are reflected in the Summary Compensation Table. (3)These amounts reflect the awards issued under the Equity Long-Term Plan for 2025 performance. Awards are based on a one-year performance period that consists solely of the 2025 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-2025 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 2025. 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 reflected in the Summary Compensation Table.
and Grants of Plan-Based Awards 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 20. Additional details of certain components are provided below.
and Grants of Plan-Based Awards Table
| Equity Compensation |
2025 OPTION EXERCISES AND STOCK VESTED
2025 OPTION EXERCISES AND STOCK VESTED
2025 OPTION EXERCISES AND STOCK VESTED
| Name | Number of Shares Acquired on Vesting (1) (#) | Value Realized on Vesting ($) (2) | | Rajiv K. Prasad | 31,254 | $1,145,772 | | Alfred M. Rankin, Jr. | 23,622 | $865,983 | | Scott A. Minder | 4,094 | $150,086 | | Anthony J. Salgado | 14,715 | $539,452 | | Charles F. Pascarelli | 5,823 | $213,471 |
2025 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:
2025 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 | 35,278 | $1,293,291 | | Alfred M. Rankin, Jr. | 25,516 | $935,417 | | Scott A. Minder | 4,458 | $163,430 | | Anthony J. Salgado | 16,016 | $587,147 | | Charles F. Pascarelli | 6,247 | $229,015 |
2025 OPTION EXERCISES AND STOCK VESTED
(2) The value realized on vesting is the average of the high and low price of Class A Common ($36.660) on the February 27, 2026 grant date under the Equity Long-Term Plan for 2025 awards, multiplied by the number of award shares received when granted.
2025 OPTION EXERCISES AND STOCK VESTED
| Defined Benefit Pension Plans |
2025 OPTION EXERCISES AND STOCK VESTED
None of the NEOs participated in defined benefit pension plans for 2025.
2025 OPTION EXERCISES AND STOCK VESTED
| Nonqualified Deferred Compensation Benefits |
2025 OPTION EXERCISES AND STOCK VESTED
The following table sets forth information concerning benefits earned by, and paid to, the NEOs under our non-qualified defined contribution and deferred compensation plans as of December 31, 2025.
2025 NONQUALIFIED DEFERRED COMPENSATION
2025 NONQUALIFIED DEFERRED COMPENSATION
2025 NONQUALIFIED DEFERRED COMPENSATION
| Name | Plan Name | Executive Contributions in 2025 ($)(1) | Employer Contributions in 2025 ($)(2) | Aggregate Earnings in 2025 ($)(3) | Aggregate Withdrawals/ Distributions in 2025 ($)(4) | Aggregate Balance at December 31, 2025 ($)(5) | | Rajiv K. Prasad | Excess Plan | $125,656 | $298,674 | $65,264 | $545,045 | $489,594 | | Alfred M. Rankin, Jr. | Executive Excess Plan | $0 | $330,492 | $50,954 | $521,560 | $381,446 | | Scott A. Minder | Excess Plan | $49,853 | $51,495 | $12,486 | $115,279 | $113,834 | | Anthony J. Salgado | Excess Plan | $54,751 | $143,510 | $31,559 | $226,549 | $229,820 | | Charles F. Pascarelli | Excess Plan | $101,413 | $108,728 | $25,819 | $263,681 | $235,960 |
2025 NONQUALIFIED DEFERRED COMPENSATION
(1)These amounts, which were otherwise payable in 2025 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 2025" 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 2024 were made in 2025, they are reflected as a distribution in 2025. Because the payments for 2025 were made in 2026, they are reflected in the NEO's aggregate balance as of December 31, 2025 and are not reflected as a distribution in 2025. (5) $469,053.72 of Mr. Prasad's account balance, $364,028.93 of Mr. A. Rankin's account balance, $110,173 of Mr. Minder's account balance, $220,428 of Mr. Salgado's account balance, and $227,559 of Mr. Pascarelli's account balance is reported in the 2025 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, 2025 was previously reported in prior Summary Compensation Tables.
Description of Nonqualified Deferred Compensation Plans
Description of Nonqualified Deferred Compensation Plans Refer to "Retirement Plans" beginning on page 28 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.
Description of Nonqualified Deferred Compensation Plans
| Potential Payments Upon Termination/Change in Control |
Description of Nonqualified Deferred Compensation Plans
The change in control provisions under our 2025 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 Internal Revenue Code of 1986: (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 43; (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 31, 2025. 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.
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
| Name | Estimated Total Value of Payments Based on Incentive Plan Award Targets ($)(1) | | Rajiv K. Prasad | $5,248,482 | | Alfred M. Rankin, Jr. | $3,843,726 | | Scott A. Minder | $818,792 | | Anthony J. Salgado | $2,486,228 | | Charles F. Pascarelli | $1,223,664 |
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
(1)This column reflects the award targets for the NEOs under the Incentive Plans for 2025. Under the change in control provisions of the Incentive Plans, the NEOs would have been entitled to receive a pro-rated target award for 2025 if a change in control had occurred on December 31, 2025. Awards under the Equity Long-Term Plan are denominated in dollars and the amounts shown in the above table reflect the dollar-denominated 2025 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 33, the NEOs would receive approximately 35% of the value of the award in cash, and the remainder in shares of restricted stock.
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
| CEO Pay Ratio |
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
We calculated the ratio of the annual total compensation of Mr. Prasad, our CEO, 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 2025 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 refer to the employee who received the Median Annual Compensation as the "Median Employee". In accordance with Item 402(u) of Regulation S-K, in calculating our CEO pay ratio for 2025, we used the same Median Employee as we used to calculate our CEO pay ratio for 2024 because there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact this pay ratio disclosure. Therefore, the date used to identify the Median Employee remained October 1, 2024. To identify the Median Employee, we examined the "base salary" for approximately 8,559 individuals, excluding Mr. Prasad, employed by the Company and its subsidiaries on October 1, 2024. For that purpose, we examined the 2024 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. Based on this identification of the Median Employee, we calculated annual total compensation for 2025 for the Median Employee using the same methodology we use for our NEOs as set forth in the 2025 Summary Compensation Table; the Median Annual Compensation was determined to be $64,990. We determined that Mr. Prasad's annualized total compensation for 2025 was $4,399,954. Our estimate of the ratio of our CEO’s annual total compensation to the Median Employee’s annual total compensation for 2025 is 68:1.
POTENTIAL PAYMENTS UPON TERMINATION/CHANGE IN CONTROL
| Pay Versus Performance |
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
| Year (a) | Summary Compensation Table ("SCT") Total for PEO Prasad (b)(1) | Compensation Actually Paid to PEO Prasad (c)(2) | 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)(1) | 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)(7) | | 2025 | $4,399,954 | $4,144,192 | — | — | $2,078,964 | $1,984,284 | $(42.04) | $88.30 | $(58.0) | $(24.1) | | 2024 | $8,096,622 | $7,954,956 | — | — | $3,500,725 | $3,448,558 | $(4.32) | $62.89 | $144.2 | $296.7 | | 2023 | $8,694,939 | $8,113,242 | $9,979,305 | $9,322,372 | $2,574,892 | $2,437,760 | $14.30 | $38.94 | $128.1 | $237.1 | | 2022 | — | — | $5,384,048 | $5,037,294 | $1,506,004 | $1,436,887 | $(54.81) | $7.53 | $(71.6) | $24.6 | | 2021 | — | — | $2,612,927 | $2,713,790 | $925,115 | $945,506 | $(29.47) | $25.45 | $(183.2) | $(37.7) |
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 years 2022 and 2021. Mr. Prasad was promoted to PEO as of May 9, 2023 and served in that role for the full years 2024 and 2025. For 2025 and 2024, our non-PEO named executive officers were Mr. A. Rankin, Mr. Minder, Mr. Salgado and Mr. Pascarelli. 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, 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:
PAY VERSUS PERFORMANCE
| Item and Value Added (Deducted) | 2025 | | For Mr. R. Prasad: | | | minus SCT "Stock Awards" column value | $(1,293,291) | | plus vesting date fair value of equity awards granted and vested in Covered Year | $1,037,526 | | Total Value Added / (Deducted): | $(255,765) | | For Non-PEO NEOs (Average): | | | minus SCT "Stock Awards" column value | $(478,752) | | plus vesting date fair value of equity awards granted and vested in Covered Year | $384,073 | | Total Value Added / (Deducted): | $(94,679) |
PAY VERSUS PERFORMANCE
Please note that while similar adjustment information was provided in our 2025 proxy statement for Covered Years 2024 and in our 2024 proxy statement for Covered Years 2021, 2022, and 2023, under applicable SEC guidance, repeating such adjustment information is not required in this Proxy Statement because in our view it is not material to our stockholders' understanding of the information reported in the PVP Table for 2025 or the relationships disclosures provided below. (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, 2020 through and including the last day of the Covered Year (each one-year, two-year, three-year, four-year and five-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 2025, 2024, 2023, 2022 and 2021, 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" beginning on page 23 for a more detailed description of our 2025 Incentive Plans, including performance criteria and calculation of awards. (7) During 2025, the Company announced a strategic business realignment of Nuvera Fuel Cells, LLC ("Nuvera"). Accordingly, Nuvera was merged into Lift Truck in 2025. Lift Truck Consolidated Operating Profit (Loss) for 2025 includes the former Nuvera business results. Historical results of the Nuvera business for periods prior to 2025 have not been restated in the table above.