Document

DEF 14A 1 hydef14a2022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. __)


Filed by the Registrant						þ

Filed by a Party other than the Registrant


Check the appropriate box:
o						Preliminary Proxy Statement
o						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ						Definitive Proxy Statement
o						Definitive Additional Materials
o						Soliciting Material Under Rule 14a-12

HYSTER-YALE MATERIALS HANDLING, INC.

(Name of Registrant as Specified in Its Charter)


Payment of Filing Fee (Check all boxes that apply):
þ						No fee required.
o						Fee paid previously with preliminary materials.
o						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING			1

PROXY STATEMENT			1

PART ONE - CORPORATE GOVERNANCE INFORMATION			2
Composition of the Board			2
Directors' Meetings and Committees			2
Board Leadership Structure			5
Board Oversight of Risk Management			5
Governance			6
Corporate Responsibility			6
Code of Corporate Conduct			8
Hedging and Speculative Trading Policies and Limited Trading Windows			8
Review and Approval of Related-Party Transactions			9
Communication with Directors			9
Report of the Audit Review Committee			9

PART TWO - PROPOSALS TO BE VOTED ON AT THE 202 2 ANNUAL MEETING			10
Election of Directors (Proposal 1)			10
Director Nominee Information			10
Director Compensation			12
Delinquent Section 16(a) Reports			14
Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2)			14
Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 3)			16

PART THREE - EXECUTIVE COMPENSATION INFORMATION			17
Summary of Our Named Executive Officer Compensation Program			17
Compensation Discussion and Analysis			17
Compensation Committee Report			30
Summary Compensation Table			30
Grants of Plan-Based Awards			31
Equity Compensation			32
Defined Benefit Pension Plans			32
Nonqualified Deferred Compensation Benefits			32
Potential Payments upon Termination/Change in Control			33
CEO Pay Ratio			34

BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON			35
Class A Common Stock			35
Class B Common Stock			38

PROCEDURES FOR SUBMISSION AND CONSIDERATION OF DIRECTOR CANDIDATES			42

SUBMISSION OF STOCKHOLDER PROPOSALS			43

SOLICITATION OF PROXIES			43

OTHER MATTERS			43

FORM OF PROXY CARD			44

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5875 LANDERBROOK DRIVE, SUITE 300

CLEVELAND, OHIO 44124-4069

NOTICE OF ANNUAL MEETING

The Annual Meeting of stockholders of Hyster-Yale Materials Handling, Inc. (the "Company") will be held on Tuesday, May 10, 2022 at 9:00 a.m., at 5875 Landerbrook Drive, Cleveland, Ohio, for the following purposes:

1.To elect twelve directors for the ensuing year;

2.To approve on an advisory basis the Company's Named Executive Officer compensation;

3. To confirm the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and

4. To conduct any other business as may properly come before the meeting.

The Board of Directors has fixed the close of business on March 22, 2022 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. The 2022 Proxy Statement and related form of proxy are being mailed to stockholders commencing on or about March 29, 2022.


Suzanne Schulze Taylor
Secretary

March 29, 2022

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 10, 2022

The 2022 Proxy Statement and 2021 Annual Report are available, free of charge, at

https://www.hyster-yale.com by clicking on the "2022 Annual Meeting Materials" link and then clicking on either the "2022 Proxy Statement" link or the "2021 Annual Report" link, as appropriate.

If you wish to attend the meeting and vote in person, you may do so.

The Company's Annual Report for the year ended December 31, 2021 is being mailed to stockholders with the 2022 Proxy Statement. The 2021 Annual Report contains financial and other information about the Company, but it is not incorporated into the 2022 Proxy Statement and is not deemed to be a part of the proxy soliciting material.

If you are a holder of record and do not expect to be present at the Annual Meeting, please promptly fill out, sign, date and mail the enclosed form of proxy or, in the alternative, vote your shares electronically via the internet (www.investorvote.com/HY) or by touch-tone telephone (1-800-652-8683). If you hold shares of both Class A Common Stock and Class B Common Stock, you only have to complete the single enclosed form of proxy or vote once via the internet or telephone. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States. If your shares are held in "street name" by your broker, bank or other nominee, please follow the instructions provided by your broker, bank or other nominee.

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5875 LANDERBROOK DRIVE, SUITE 300

CLEVELAND, OHIO 44124-4069

PROXY STATEMENT — MARCH 29, 2022

This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the "Board of Directors" or the "Board") of Hyster-Yale Materials Handling, Inc., a Delaware corporation, of proxies to be used at the annual meeting of stockholders of the Company to be held on May 10, 2022 (the "Annual Meeting"). The terms the "Company," "Hyster-Yale," "we," "our" and "us" refer to Hyster-Yale Materials Handling, Inc. This Proxy Statement and the related form of proxy are being mailed to stockholders commencing on or about March 29, 2022.

If the enclosed form of proxy is executed, dated and returned or if you vote electronically, the shares represented by the proxy will be voted as directed on all matters properly coming before the Annual Meeting for a vote. Proxies that are properly signed without any indication of voting instructions will be voted as follows:

•for the election of each director nominee;

•to approve, on an advisory basis, the Company's Named Executive Officer compensation;

•for the confirmation of the appointment of Ernst & Young LLP, as the independent registered public accounting firm of the Company, for the current fiscal year; and

•as recommended by our Board of Directors with regard to any other matters or, if no recommendation is given, in the proxy holders' own discretion.

The proxies may be revoked at any time prior to their exercise by giving notice to us in writing or by executing and delivering a later dated proxy. Attendance at the Annual Meeting will not automatically revoke a proxy, but a stockholder of record attending the Annual Meeting may request a ballot and vote in person, thereby revoking a previously granted proxy.

Stockholders of record at the close of business on March 22, 2022 will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 13,103,709 outstanding shares of Class A Common Stock, par value $0.01 per share (the "Class A Common"), entitled to vote at the Annual Meeting and 3,795,671 outstanding shares of Class B Common Stock, par value $0.01 per share (the "Class B Common"), entitled to vote at the Annual Meeting. Each share of Class A Common is entitled to one vote for a nominee for each of the twelve directorships to be filled and one vote on each other matter properly brought before the Annual Meeting. Each share of Class B Common is entitled to ten votes for each such nominee and ten votes on each other matter properly brought before the Annual Meeting. Class A Common and Class B Common will vote as a single class on all matters anticipated to be brought before the Annual Meeting.

At the Annual Meeting, in accordance with Delaware law and our Bylaws, the inspectors of election appointed by the Board of Directors for the Annual Meeting will determine the presence of a quorum and will tabulate the results of stockholder voting. As provided by Delaware law and our Bylaws, the holders of a majority of our stock, issued and outstanding, and entitled to vote at the Annual Meeting and present in person or by proxy at the Annual Meeting, will constitute a quorum for the Annual Meeting. The inspectors of election intend to treat properly executed proxies marked "abstain" as "present" for purposes of determining whether a quorum has been achieved at the Annual Meeting. The inspectors of election will also treat proxies held in "street name" by brokers that are voted on at least one, but not all, of the proposals to come before the Annual Meeting ("broker non-votes") as "present" for purposes of determining whether a quorum has been achieved at the Annual Meeting.

In accordance with Delaware law, the twelve director nominees receiving the greatest number of votes will be elected directors.

Proposal 2 is advisory in nature and non-binding. Although non-binding, voting on the proposal will allow our stockholders to express their opinion regarding Named Executive Officer compensation. Abstentions and broker non-votes will not be counted for purposes of such proposals.

In accordance with our Bylaws, the affirmative vote of the holders of a majority of the voting power of our stock that are present in person or represented by proxy and that are actually voted is required to approve the confirmation of Ernst & Young LLP, as the independent registered public accountant for the Company, for the current fiscal year. As a result, abstentions in respect of such proposal will not be counted and will have no effect for purposes of determining whether a proposal has received the requisite approval by our stockholders. Because the proposal is considered "routine," brokers or other nominees will be able to vote shares with respect to this proposal without instructions and there will be no broker non-votes.

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In accordance with Delaware law and our Bylaws, we may, by a vote of the stockholders, in person or by proxy, adjourn the Annual Meeting to a later date or dates, without changing the record date. If we were to determine that an adjournment was desirable, the appointed proxies would use the discretionary authority granted pursuant to the proxy cards to vote in favor of such an adjournment.

PART ONE - CORPORATE GOVERNANCE INFORMATION

Composition of the Board

Directors are elected at each annual meeting to serve for a one-year term until the next annual meeting and/or until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal. During fiscal year 2021, our Board of Directors consisted of twelve directors.

Directors' Meetings and Committees

The Board of Directors has an Audit Review Committee, a Nominating and Corporate Governance Committee, a Compensation and Human Capital Committee, a Planning Advisory Committee, a Finance Committee and an Executive Committee. The current members and responsibilities of such committees are as follows:

Name

Independent

Audit Review

Nominating and Corporate Governance

Compensation and Human Capital

Planning Advisory

Finance

Executive

James B. Bemowski

Yes

J.C. Butler, Jr.

Carolyn Corvi

Yes

Chair

Edward T. Eliopoulos*

Yes

Chair

John P. Jumper*

Yes

Chair

Dennis W. LaBarre

Yes

Chair

H. Vincent Poor

Yes

Alfred M. Rankin, Jr.

Chair

Claiborne R. Rankin

Britton T. Taplin

Yes

David B. H. Williams

Eugene Wong

Yes

*Audit Committee Financial Expert as determined by the SEC and NYSE listing standards.

Our Board of Directors held six meetings in 2021. During their tenure in 2021, all of the directors attended at least 75% of the total meetings held by our Board of Directors and by the committees on which they served.

In accordance with the rules of the New York Stock Exchange ("NYSE"), our independent directors are scheduled to meet in executive session, without management, once a year. Additional meetings of the independent directors may be scheduled when the independent directors believe such meetings are desirable. As determined by the Board of Directors, the principal subject matter of each meeting will determine which committee chair will preside at such meeting. Meetings of the independent directors, without management, were held on May 12, 2021 and February 15, 2022.

We hold a regularly scheduled meeting of our Board of Directors in conjunction with our annual meeting of stockholders. Directors are expected to attend the annual meeting of stockholders absent an appropriate excuse. All of our directors attended the 2021 annual meeting in person, by telephone or by other electronic means.

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Audit Review Committee
2021 Meetings: 6	•	The Audit Review Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing the quality and integrity of our financial statements;
Carolyn Corvi		•	monitoring our compliance with legal and regulatory requirements;
Edward T. Eliopoulos		•	reviewing the adequacy of our internal controls;
(Chair)		•	setting our guidelines and policies to monitor and control our major financial risk exposures;
John P. Jumper		•	reviewing the qualifications, independence, selection and retention of the independent
Dennis W. LaBarre			registered public accounting firm;
Eugene Wong		•	reviewing the performance of our internal audit function and independent registered
			public accounting firm;
		•	assisting our Board of Directors and the Company in interpreting and applying our
			Corporate Compliance Program and other issues related to corporate and employee ethics;
		•	preparing the Annual Report of the Audit Review Committee to be included in our
			Proxy Statement;
		•	reviewing related-party transactions;
		•	reviewing and discussing corporate governance disclosures, including environmental, social and
			governance ("ESG") disclosures; and
		•	reviewing and discussing matters related to information and cybersecurity.
	•	No member of the Audit Review Committee serves on more than three public company audit committees.
	•	The Board has determined that all members are independent and financially literate under NYSE
		listing standards and rules of the U.S. Securities and Exchange Commission (the "SEC").
	•	The Board has determined that Mr. Eliopoulos and Mr. Jumper are each an "audit committee financial
		expert" as defined by the SEC and that each has accounting and related financial management expertise as
		required by NYSE listing standards.

Nominating and Corporate Governance Committee

2021 Meetings: 4

•

The Nominating and Corporate Governance Committee (the "NCG Committee") has the

Members:

responsibilities set forth in its charter, including:

Carolyn Corvi

•

reviewing and making of recommendations to our Board of Directors of the criteria

John P. Jumper

for membership on our Board of Directors;

Dennis W. LaBarre (Chair)

•

reviewing and making of recommendations to our Board of Directors of the optimum

H. Vincent Poor

number and qualifications of directors believed to be desirable;

•

implementing and monitoring a system to receive suggestions for nominees to

directorships of the Company;

•

identifying qualified candidates and making recommendations to our Board of Directors

of specific candidates for membership on our Board of Directors;

•

reviewing our Corporate Governance Guidelines and recommending changes as

appropriate;

•

overseeing evaluations of the Board of Directors' effectiveness;

•

annually reporting to the Board of Directors its assessment of our Board's performance;

•

considering director candidates recommended by our stockholders, see "Procedures for

Submission and Consideration of Director Candidates" on page 42;

•

recommending the creation or modification of Committees of the Board;

•

reviewing, at least annually, reports from management regarding the Company's policies, practices,

performance and progress with respect to ESG issues; and

•

overseeing director education programs on relevant topics, including among other matters,

ethics, compliance, governance, cybersecurity and matters relating to our business

•

The Board has determined that all members are independent under NYSE listing standards.

•

The NCG Committee may consult with members of the Taplin and Rankin families,

including Alfred M. Rankin, Jr. ("Mr. A. Rankin"), regarding the composition of our Board of Directors.

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Compensation and Human Capital Committee

2021 Meetings: 5

•

The Compensation and Human Capital Committee (the "Compensation Committee") has the

Members:

responsibilities set forth in its charter, including:

Carolyn Corvi

•

reviewing and approving corporate goals and objectives relevant to compensation;

Edward T. Eliopoulos

•

providing strategic guidance on the development of human capital strategies and programs to support

John P. Jumper (Chair)

the Company's strategic business plan;

H. Vincent Poor

•

evaluating the performance of the Chief Executive Officer, whom we refer to

Eugene Wong

as our CEO, other executive officers and senior managers in light of these goals and

objectives;

•

determining and approving of CEO, other executive officer and senior manager

compensation levels;

•

establishing guidelines for administering the Company's compensation

policies and programs for all employees;

•

considering whether the risks arising from our employee compensation policies and

practices are reasonably likely to have a material adverse effect on the Company;

•

making recommendations to our Board of Directors, where appropriate or required, and

the taking of other actions with respect to all other compensation matters, including incentive

compensation plans and equity-based plans;

•

periodically reviewing the compensation of our Board of Directors; and

•

reviewing and approving the Compensation Discussion and Analysis and preparing

the annual Compensation Committee Report to be included in our Proxy Statement.

•

The Board has determined that all members are independent under the NYSE listing standards and

the rules of the SEC.

•

The Compensation Committee may, in its discretion, delegate all or a portion of its duties and

responsibilities to one or more subcommittees of the Compensation Committee or, in appropriate

cases, to our senior managers.

•

The Compensation Committee retains and receives assistance in the performance of its

responsibilities from an internationally recognized compensation consulting firm, discussed

under the heading "Compensation Consultants" on page 18.


Planning Advisory Committee
2021 Meetings: 5	•	The Planning Advisory Committee has the responsibilities set forth in its charter, including:
Members:		•	acting as a key participant, resource and adviser on various operational matters;
James B. Bemowski		•	reviewing and advising on a preliminary basis possible acquisitions, divestitures, and other
J.C. Butler, Jr.			transactions identified by management for possible consideration of the full Board of Directors;
Carolyn Corvi		•	considering and recommending to the Board of Directors special advisory roles for directors
Dennis W. LaBarre			who are not members of the Planning Advisory Committee; and
Alfred M. Rankin, Jr. (Chair)		•	providing general oversight on behalf of the Board of Directors with respect to stockholder
			interests and the Company's evolving structure and stockholder base.


Finance Committee
2021 Meetings: 3	•	The Finance Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing the financing and financial risk management strategies for the Company and its
James B. Bemowski			principal operating subsidiary; and
J.C. Butler, Jr.		•	making recommendations to the Board on matters concerning finance.
Carolyn Corvi (Chair)
Dennis W. LaBarre
Alfred M. Rankin, Jr.
Claiborne R. Rankin
Britton T. Taplin
David B.H. Williams

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Executive Committee
2021 Meetings: 0	•	The Executive Committee's responsibilities include acting on behalf of the Board on matters requiring
Members:		Board action between meetings of the full Board.
Carolyn Corvi	•	All members, except Mr. A. Rankin, are independent.
Edward T. Eliopoulos
John P. Jumper
Dennis W. LaBarre
Alfred M. Rankin, Jr. (Chair)

Board Leadership Structure

The Board believes that it is prudent and in the best interests of stockholders that the CEO and Chairman positions be combined and that such combination has no negative effect on the operation or direction of the Company. Mr. A. Rankin, the Company's CEO, is the most appropriate person to serve as our Chairman because he possesses in-depth knowledge of the issues, opportunities and challenges facing our business. Because of this knowledge and insight, the Board of Directors believes that Mr. A. Rankin is in the best position to effectively identify strategic opportunities and priorities and to lead discussions regarding the execution of the Company's strategies and achievement of its objectives. As Chairman, our CEO is able to:

•focus our Board of Directors on the most significant strategic goals and risks of our business;

•utilize the individual qualifications, skills and experience of the other members of the Board of Directors to maximize their contributions to our Board of Directors;

•assess whether each other member of our Board of Directors has sufficient knowledge and understanding of our business to enable them to make informed judgments;

•promote a seamless flow of information to our Board of Directors;

•facilitate the flow of information between our Board of Directors and our management; and

•provide the perspective of a long-term stockholder.

In addition, a separate CEO is responsible for the day-to-day operations of our principal operating subsidiary, Hyster-Yale Group, Inc. ("HYG"). This arrangement allows Mr. A. Rankin to focus almost exclusively on the strategic opportunities and priorities of the overall business.

We do not assign a lead independent director. At meetings of the independent directors, the principal subject matter of each meeting determines the committee chair who will preside at such meeting.

Board Oversight of Risk Management

The Board believes that strong and effective controls and risk management processes are essential components needed to achieve long-term stockholder value. The Board, directly and through its committees, is responsible for overseeing risks that potentially affect the Company. Each Board committee is responsible for oversight of risk categories related to the committee's specific function, while our full Board exercises ultimate responsibility for overseeing the risk management as a whole. The respective areas of risk oversight exercised by our Board and its committees are as follows:


Board/Committee		Primary Areas of Risk Oversight
Full Board	•	Oversees overall Company risk management procedures, including operational and strategic, and regularly receives and evaluates reports and presentations from the chairs of the Audit Review, NCG, Compensation, Planning Advisory and Finance Committees on risk-related matters falling within each respective committee's oversight responsibilities
Audit Review Committee	•	Oversees financial and legal risks by regularly reviewing reports and presentations given by management, including our Senior Vice President, General Counsel and Secretary, Senior Vice President and Chief Financial Officer, and Director, Internal Audit, as well as other operational Company personnel, and evaluates potential related-person transactions
	•	Regularly reviews our risk management practices and risk-related policies (for example, the Company's Code of Corporate Conduct and legal and regulatory reviews) and evaluates potential risks related to internal control over financial reporting
	•	Reviews risks related to ESG disclosures
	•	Reviews risks related to information technology and cybersecurity, which includes reviewing the state of our cybersecurity program and emerging cybersecurity developments and threats, as well as steps management has taken to monitor and mitigate such exposures
NCG Committee	•	Oversees potential risks related to our governance practices by, among other things, reviewing succession plans and performance evaluations of the Board and CEO

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Board/Committee		Primary Areas of Risk Oversight
Compensation Committee	•	Oversees potential risks related to the design and administration of our compensation plans, policies and programs, including our performance-based compensation programs, to promote appropriate incentives that do not encourage unnecessary and excessive risk-taking by our executive officers or other employees
	•	Provides strategic guidance and review on the development of human capital strategies and programs to support the Company's strategic business plan and reduce risks related to human capital issues
Planning Advisory Committee	•	Assists the Board in its oversight of the Company's key strategies, projects and initiatives
Finance Committee	•	Regularly reviews risks related to financing and other risk management strategies, including reviews of our insurance portfolios

Governance

Our Board has determined that, based primarily on the ownership of Class A Common and Class B Common by the members of the Taplin and Rankin families, we may qualify as a "controlled company," as defined in Section 303A of the listing standards of the NYSE. Under the listing standards of the NYSE, a controlled company is not required to comply with certain corporate governance requirements. Such requirements include having a majority of independent directors and having an audit review committee, nominating and corporate governance and compensation committee composed entirely of independent directors, each with written charters and annual performance evaluations for each committee.

Although Hyster-Yale may qualify as a controlled company, our Board evaluates its governance practices annually and has elected not to make use of any of the exceptions to the NYSE listing standards that are available to controlled companies. Accordingly, the majority of the members of our Board are independent, as described in the NYSE listing standards. Our Audit Review Committee, NCG Committee and Compensation Committee are all composed entirely of independent directors. Each committee has a written charter that describes the purpose and responsibilities of the committee, and each committee conducts an annual evaluation of its performance based on the responsibilities set forth in its charter.

The Board of Directors sets the tone for our Company and it provides a foundation for strong governance practices. Our Board reflects a balance of longer-tenured members with in-depth knowledge of our business, and newer members who bring valuable additional attributes, skills and experience. We believe this combination results in a well-balanced membership that combines a diversity of experience, skill and intellect in order to enable the Company to pursue its strategic objectives effectively.

Recently, the Company undertook a review of its Audit Review, Compensation and NCG Committees' charters and, after discussion with the Board, the charters were amended. The charters were revised to reflect which Committee has responsibility for various ESG matters and information technology and cybersecurity. In addition, the Compensation Committee was renamed the Compensation and Human Capital Committee to more accurately reflect the scope of its responsibilities.

Corporate Responsibility

We operate our business with a long-term view and have established goals and strategic initiatives to help us achieve our long-term business objectives. A broad program designed to ensure a strong focus on corporate responsibility is built into our strategic initiatives and underlies our overall strategic planning process. We believe that incorporating corporate responsibility into our Company strategy will bring the best long-term value to our stockholders. By striving for environmental, social, and economic health throughout our organization, we believe we are serving the long-term best interests of the Company while contributing to solving challenges that effect our customers and the communities in which we do business.

Environmental Health and Safety Responsibility

We are committed to accomplishing our business objectives in a manner that complies with our environmental health and safety obligations and requires all Company personnel to be responsible for their assurance, as outlined in the Code of Corporate Conduct. All Company personnel, contractors and suppliers are required to adhere to the following guidelines:

•comply with applicable environmental, health and safety requirements;

•advise supervisors of any potential environmental or safety hazards;

•keep all work areas free from environmental, health and safety hazards; and

•fulfill compliance obligations of the Company and government agencies.

In 2016, we established our 2026 Vision Program which, in part, established programs to be cost effectively achieved compared with a 2015 baseline as follows:

•strive to reduce carbon emission;

•strive to reduce volatile organic compound emissions from painting operations;

•strive to achieve zero waste to landfills at all sites;

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•strive to reduce hazardous waste;

•strive to mitigate our waste footprint across all aspects of our value chain by reducing, reusing and recycling effluents and waste;

•strive to reduce water consumption; and

•strive to offer alternatives that enable customers to cost effectively reduce carbon emissions.

We continue to responsibly manage products and packaging to make further progress with the projects set forth in the 2026 Vision Program. While we have generally made progress, year-over-year progress was limited by COVID-19 labor shortages and supply chain disruptions from 2019 to 2021.

We believe our ownership of Nuvera is a transformational opportunity to be a global leader in a key emerging technology with the potential for zero emissions that can also provide enhanced productivity for heavy-duty motive power applications and for certain forklift truck applications. Our objective for Nuvera is to be the preferred provider of heavy-duty fuel cell engines for zero-emissions mobility customers. Global interest in clean energy, as well as strong interest in Nuvera products by third parties, is increasingly supporting the achievement of this objective.

In recognition of continued leadership in supplier sustainability initiatives, the Company's Hyster® brand was listed as an Inbound Logistics’ Top 75 Green Supply Chain Partners for the tenth consecutive year due largely to its lithium-ion and hydrogen fuel cell power systems and telemetry solutions.

Social

The Company considers its commitment to people, including its employees, customers and the local community, as a primary focus of corporate responsibility. The Company’s priority on people focuses on six main areas: occupational health and safety, customer health and safety, employment, training and education, diversity and equal opportunity, and engagement with local communities.

Occupational Health and Safety

Strong health and safety performance is essential to the success of the Company. The framework includes the monitoring and measurement of key performance indicators as we strive to ensure the health and safety of employees. We believe injury and illness should be avoided, and require all employees to be effectively trained and responsible for the assurance of safety on a daily basis. Employees are encouraged to initiate safety improvements, participate in safety committees and reinforce safety behaviors at all times. We are striving to reduce the injury and illness rates in our global operations to zero by 2026. Our most recent metrics from 2020 showed an approximately 10% reduction in the injury and illness rates from the 2015 baseline.

To protect the Company's employees while maintaining essential business functions, we implemented COVID-19 protocols and safety measures. Examples of these protocols include restricting travel, implementing a remote working policy where able, face covering policies and asking employees to practice self-health monitoring to further minimize potential exposure and spread of the virus. As appropriate, we have also adjusted medical benefits to allow for earlier medication refills, waived fees for virtual care services and encouraged employees to consider the COVID-19 vaccine as part of their ongoing personal safety measures. Social distancing practices such as decreasing the number of employees working closely together, adjusting workflows and pathways, installing physical protective barriers, limiting access to communal areas (i.e., break room, cafeteria), and increasing the cleaning, sanitizing, and/or disinfecting of areas within our facilities continues.

At the beginning of the pandemic, we established divisionally specific processes for tracking and reviewing employee COVID-19 cases. Whenever a confirmed diagnosis or potential exposure to COVID-19 occurred, teams took action to contain the situation by implementing appropriate testing or quarantine requirements, focused cleaning and sanitization while informing employees of any potential risks.

Our protocols have and continue to be guided by the guidance of the World Health Organization, the Center for Disease Control, Federal/State Occupational Safety, and other governmental and health authorities. Communication and reinforcement of our COVID-19 protocols have been maintained through our "COVID-19 Pandemic Guide" and ongoing communications to all employees through a variety of methods and channels.

Customer Health & Safety

The Company manages its compliance with government and industry product safety information. Many new products follow a structured and rigorous six-stage development process, with lift truck production taking place within ISO- and OHSAS-certified manufacturing sites. Each of the Company's manufacturing sites uses rigorous processes and testing to seek to ensure that its products meet or exceed application requirements.

In addition, the Company provided support and resources to our dealer network and customers to aid them in their response to the COVID-19 pandemic. This included tools, materials, and training through our "Dealer Portal," connections with leadership teams, and regular and consistent communications. An example of the programs provided was the development and launch of "HY-Shield Clean," a lift truck sanitization program designed to help keep facility personnel safe during operation of

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lift trucks, including daily operation and service calls. This was launched to help customers deal with fast-changing conditions and maintain operations during the pandemic.

Employment

The Company recognizes the sustainability of its culture and its long-term success is strengthened when employees are respected, motivated and engaged. The Company works to match employees with assignments to capitalize on the skills, talents and potential of each employee.

The Company maintains seven core competencies for senior employees: be innovative, be strategic, engage others, demonstrate presence, drive for results, develop, empower and demonstrate business acumen.

Training and Education

The Company encourages employees to pursue professional and personal development through training and educational opportunities such as the Company's "Learning and Development Guide" and its "Hyster-Yale Learning Center." Each employee is provided access to the guide and the digital learning platform offering a wide variety of development opportunities with little or no cost to employees. In addition, many of our employees are required to complete annual Code of Corporate Conduct training and monthly cybersecurity training.

Diversity and Equal Opportunity

The Company believes in hiring, engaging, developing and promoting people who are fully able to meet the demands of each position, regardless of race, color, religion, gender, sexual orientation, gender identity, national origin, age, veteran status or disability. The Company conducts surveys to monitor its performance in these areas.

The Company sponsors several employee resource groups that support employees, including the HYG Women's Network, the Veteran's Network and the Young Professional Network.

Engagement with Local Communities

As a major employer within our operating locations, the Company supports its local communities and is committed to helping them remain safe, healthy and resilient. The Company's activities include corporate donations, volunteerism and education.

Supply Chain Practices

Our supply network includes both large international suppliers as well as smaller specialized providers, all of which are required to meet the stringent requirements outlined in our Supplier Quality Manual and Code of Corporate Conduct for Business Partners.

As part of our supplier screening process, we require all direct materials suppliers to ensure that they and their suppliers are compliant with our UK Modern Slavery and Forced Labor Statements, Conflict Minerals Policy and Supplier Expectations Manual and applicable data privacy and environmental laws.

Code of Corporate Conduct

We have adopted a code of ethics, entitled "Code of Corporate Conduct," applicable to all of our personnel, including the principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions. Waivers of our Code of Corporate Conduct, if any, for our directors or executive officers may be disclosed on our website, by press release or by filing a Current Report on Form 8-K with the SEC. The Code of Corporate Conduct and the Independence Standards for Directors, as well as each of the charters of the Audit Review, NCG and Compensation Committees, are available free of charge on our website at https://www.hyster-yale.com, under the heading "Corporate Governance." The information contained on or accessible through our website is not incorporated by reference into this Proxy Statement and you should not consider such information to be part of this Proxy Statement.

Hedging and Speculative Trading Policies and Limited Trading Windows

The Company prohibits officers and directors from purchasing financial instruments, including pre-paid variable forward contracts, equity swaps, collars and exchange funds, or otherwise engaging in transactions that are designed or have the effect of hedging or offsetting any change in the market value of equity securities granted to the officer or director by the Company as part of his or her compensation or held, directly or indirectly, by the officer or director. However, the Company does not prohibit its employees who are not officers from engaging in such transactions.

As noted elsewhere in this Proxy Statement, restricted shares of Class A Common that are issued to directors and certain senior management employees of the Company for compensatory purposes are generally subject to transfer restrictions from the last day of the applicable performance period and, during that time period, the restricted shares may not be transferred (subject to certain exceptions) or hedged. Directors and the most senior management employees of the Company are required to hold restricted shares for ten years while less senior management employees of the Company are required to hold restricted shares for periods of either four years or seven years. While the Company does not have a policy explicitly preventing employees, including executive officers and senior managers, or directors from pledging shares of non-restricted Class A

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Common or Class B Common, prior approval from the Company's Senior Vice President, General Counsel and Secretary is required.

Review and Approval of Related-Party Transactions

The Audit Review Committee reviews all relationships and transactions in which we and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest in such transactions. Our legal department is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related-person transactions in order to enable the Audit Review Committee to determine whether we have, or a related person has, a direct or indirect material interest in the transaction. In the course of the review of a potentially material related-person transaction, the Audit Review Committee considers:

•the nature of the related-person's interest in the transaction;

•the material terms of the transaction, including, without limitation, the amount and type of transaction;

•the importance of the transaction to the related person;

•the importance of the transaction to the Company;

•whether the transaction would impair the judgment of a director or executive officer to act in our best interest; and

•any other matters the Audit Review Committee deems appropriate.

Based on this review, the Audit Review Committee will determine whether to approve or ratify any transaction that is directly or indirectly material to us or a related person.

Any member of the Audit Review Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote with respect to the approval or ratification of the transaction. However, such director may be counted in determining the presence of a quorum at a meeting of the Audit Review Committee that considers the transaction.

Communication with Directors

Our stockholders and other interested parties may communicate with our Board of Directors as a group, with the non-management directors as a group, or with any individual director by sending written communications to: Hyster-Yale Materials Handling, Inc., 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124-4069, Attention: Secretary. Complaints regarding accounting, internal accounting controls or auditing matters will be forwarded directly to the Chairman of the Audit Review Committee. All other communications will be provided to the individual director(s) or group of directors to whom they are addressed. Copies of all communications will be provided to all other directors; provided, however, that any such communications that are considered to be improper for submission to the intended recipients will not be provided to the directors. Examples of communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate, directly or indirectly, to our or our principal operating subsidiary's business or communications that relate to improper or irrelevant topics.

Report of the Audit Review Committee

The Audit Review Committee has reviewed and discussed with our management and Ernst & Young LLP, our independent registered public accounting firm, our audited consolidated financial statements contained in our Annual Report to Stockholders for the year ended December 31, 2021. The Audit Review Committee also has reviewed and discussed with management and Ernst & Young LLP the assessment of the Company’s internal control over financial reporting at December 31, 2021.

The Audit Review Committee has also discussed with our independent registered public accounting firm the applicable requirements of the Public Company Accounting Oversight Board (the "PCAOB") and the SEC.

The Audit Review Committee has received and reviewed the written disclosures and the independence letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding Ernst & Young LLP's communications with the Audit Review Committee concerning independence, and has discussed with Ernst & Young LLP its independence.

Based on the review and discussions referred to above, the Audit Review Committee recommended to the Board of Directors (and the Board of Directors subsequently approved the recommendation) that the audited consolidated financial statements for 2021 be included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC.

EDWARD T. ELIOPOULOS (CHAIR)

JOHN P. JUMPER

CAROLYN CORVI

DENNIS W. LABARRE

EUGENE WONG

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PART TWO - PROPOSALS TO BE VOTED ON AT THE 2022 ANNUAL MEETING

Election of Directors (Proposal 1)

Director Nominee Information

It is intended that shares represented by proxies in the enclosed form will be voted for the election of the nominees named in the following table to serve as directors for a term until the next annual meeting and until their successors are elected, unless contrary instructions are received. The Board of Directors has fixed the total number of directors to be elected at the Annual Meeting at twelve. All of the nominees listed below currently serve as our directors and were elected at our 2021 annual meeting of stockholders. If, in the judgment of the proxy holders, an unexpected occurrence should make it necessary to substitute another person for any of the nominees, shares represented by proxies will be voted for such other person as the proxy holders may select.

The disclosure below provides information as of the date of this Proxy Statement about each director nominee. The information presented is based upon information each director has given us about his or her age, all positions held, principal occupation and business experience for the past five years, and the names of other publicly held companies for which he/she currently serves as a director or has served as a director during the past five years. We have also presented information regarding each nominee's specific experience, qualifications, attributes and skills that led our Board of Directors to the conclusion that he/she should serve as a director. We believe that the nomination of each of our director nominees is in the best long-term interests of our stockholders, as each individual possesses the highest personal and professional ethics, integrity and values, and each nominee has the judgment, skill, independence and experience required to serve as a member of our Board of Directors. Each individual has also demonstrated a strong commitment to service to the Company.

Name

Age

Principal Occupation and Business Experience During

Last Five Years and other Directorships in Public Companies

Director Since

James B. Bemowski

Senior Advisor for Doosan Corporation (a South Korean Conglomerate), from prior to 2017 to 2018; since prior to 2017, a member of Claremont McKenna College Board of Trustees, a member of the Board of Advisors of Southern Capital (a Singapore-based private equity firm); and since prior to 2017 to 2018, Chairman of the Global Advisory Board of Yonsei University Business School.

With greater than 36 years of combined experience through his various positions with Doosan and McKinsey & Company, as a director and officer manager in Asia, Mr. Bemowski brings a depth of understanding of Asian market business practices, including in the forklift business. In addition, he has extensive knowledge in the areas of financial services, acquisitions, restructuring, alliances and private equity. He also brings to our Board practical insights with respect to the global steel, energy and materials businesses.

2018

J.C. Butler, Jr.

President and Chief Executive Officer of NACCO Industries, Inc. ("NACCO") (a mining and natural resources company) since September 2017. President and Chief Executive Officer of The North American Coal Corporation ("NACoal", a wholly owned subsidiary of NACCO) since prior to 2017. Senior Vice President - Finance, Treasurer and Chief Administrative Officer of NACCO from prior to 2017 to September 2017. Director of NACCO since September 2017 and of Hamilton Beach Brands Holding Company ("HBBHC") (a designer, manufacturer and distributor of home appliances and commercial restaurant equipment) since September 2017. From prior to 2017 to present, Director of Midwest AgEnergy Group (a developer and operator of ethanol facilities in North Dakota). Mr. Butler also serves on the board of the National Mining Association and is a member of the Management Committee of the Lignite Energy Council.

With over 20 years of service as a member of senior management at NACCO while we were its wholly owned subsidiary, including as Treasurer of HYG, our principal operating subsidiary, Mr. Butler has extensive knowledge of our operations and strategies.

2012

Carolyn Corvi

Retired Vice President and General Manager - Airplane Programs of The Boeing Company (an aerospace company). From prior to 2017 to present, Director of United Continental Holdings, Inc. From prior to 2017 to present, Director of Allegheny Technologies, Inc.

Ms. Corvi's experience in general management, including her service as vice president and general manager of a major publicly traded corporation, enables her to make significant contributions to our Board of Directors. Through this past employment experience and her past and current service on the boards of publicly traded corporations, she offers the Board a comprehensive perspective for developing corporate strategies and managing risks of a major publicly traded corporation.

2012

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Name	Age	Principal Occupation and Business Experience During Last Five Years and other Directorships in Public Companies	Director Since
Edward T. Eliopoulos	65	Retired Partner of Ernst & Young, LLP (a public accounting firm). Mr. Eliopoulos is a certified public accountant with more than 42 years of experience performing, reviewing, and overseeing audits of a wide range of global publicly traded companies. In addition, he has significant experience as a member of senior management of a major public accounting firm. These attributes, skills, and qualifications combined with his educational background in accounting enable him to provide our Board with vast financial, accounting, and corporate governance expertise. Mr. Eliopoulos also has served on the board of A. Schulman, Inc., as well as privately held companies and numerous non-profit and community boards.	2020
John P. Jumper	77	Retired Chief of Staff, United States Air Force. From prior to 2017, President, John P. Jumper & Associates (aerospace consulting). From prior to 2017 to present, Director of NACCO. From September 2017 to present, Director of HBBHC. From prior to 2017 to May 2018, Director of Leidos Holdings, Inc. ("Leidos"). Through his extensive military career, including as the highest-ranking officer in the U.S. Air Force, General Jumper developed valuable and proven leadership and management skills that make him a significant contributor to our Board. General Jumper's current and prior service on the boards of other publicly traded corporations, as well as chairman and chief executive officer of two Fortune 500 companies, allow him to provide valuable insight to our Board on matters of corporate governance and executive compensation policies and practices. In addition, General Jumper brings extensive cybersecurity knowledge and expertise to our Board. His cybersecurity experience includes overseeing the creation of the first information warfare squadron in the U.S. Air Force during his tenure leading the U.S. Air Force and also serving as CEO of Leidos which is a leading federal cybersecurity contractor for the U.S. Department of Defense, U.S. Department of Homeland Security and United States Intelligence Communities including the National Security Agency.	2012
Dennis W. LaBarre	79	Retired Partner of Jones Day (a law firm). From prior to 2017 to present, Director of NACCO. From September 2017 to present, Director of HBBHC. Mr. LaBarre is a lawyer with broad experience counseling boards and senior management of publicly traded and private corporations regarding corporate governance, compliance and other domestic and international business and transactional issues. In addition, he has over 30 years of experience as a member of senior management of a major international law firm. These experiences enable him to provide our Board of Directors with an expansive view of legal and business issues, which is further enhanced by his extensive knowledge of us as a result of his many years of service on NACCO's board and through his involvement with its committees.	2012
H. Vincent Poor	70	Michael Henry Strater University Professor of Electrical Engineering at Princeton University since prior to 2017; Professor of Electrical Engineering since prior to 2017; Associated Faculty, Princeton Environmental Institute since prior to 2017; Associated Faculty, Program in Applied and Computational Mathematics since prior to 2017; Associated Faculty, Andlinger Center for Energy and Environment since prior to 2017; Director, IEEE Foundation since prior to 2017; and Director, Corporation for National Research Initiatives since prior to 2017 to 2020. A member of the U.S. National Academy of Engineering and a former Guggenheim Fellow. Dr. Poor’s broad experience in the fields of signal processing, machine learning and data science have opened new horizons in wireless communications and related fields. In this context, his extensive skills and knowledge allow him to provide valuable insight to our Board on matters related to telemetry and electrical engineering.	2017
Alfred M. Rankin, Jr.	80	Chairman and Chief Executive Officer of the Company and Chairman of HYG since prior to 2017. President of the Company since prior to 2017 to February 2021. Since September 2017, Non-Executive Chairman of NACCO and NACCO’s principal subsidiary, NACoal. Since January 2019, Non-Executive Chairman of HBBHC and its principal subsidiary, Hamilton Beach Brands ("HBB"). From September 2017 to December 2018, Executive Chairman of HBBHC and HBB. From prior to 2017 to September 2017, Chairman of HBB. From prior to 2017 to September 2017, Chairman, President, and CEO of NACCO and Chairman of NACoal. In over 45 years of service to NACCO, our former parent company, as a Director and over 25 years in senior management of NACCO and approximately 10 years in senior management of the Company, Mr. A. Rankin has amassed extensive knowledge of all of our strategies and operations. In addition to his extensive knowledge of the Company, he also brings to our Board unique insight resulting from his service on the boards of other publicly traded corporations and the Federal Reserve Bank of Cleveland. Additionally, through his dedicated service to many of Cleveland’s cultural institutions, he provides a valuable link between our Board, the Company, and the community surrounding our corporate headquarters. Mr. A. Rankin is also the grandson of the founder of NACCO and additionally brings the perspective of a long-term stockholder to our Board.	2012

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Name	Age	Principal Occupation and Business Experience During Last Five Years and other Directorships in Public Companies	Director Since
Claiborne R. Rankin	71	Manager of NCAF Management, LLC, the managing member of North Coast Angel Fund, LLC (a private firm specializing in venture capital and investments) from prior to 2017. Managing Member of Sycamore Partners, LLC, the manager of NCAF Management II, LLC and managing member of North Coast Angel Fund II, LLC (each a private firm specializing in venture capital and investments) from prior to 2017. Mr. C. Rankin also serves as Chairman of the Board of TPA Stream Inc. Mr. C. Rankin also is a Director of the Angel Capital Association since May 2020 to present. Mr. C. Rankin is the grandson of the founder of NACCO. As a member of the board of HYG for more than 20 years, Mr. C. Rankin has extensive knowledge of the lift truck industry and the Company. This experience and knowledge, his venture capital experience and the perspective of a long-term stockholder enable him to contribute to our Board of Directors.	2012
Britton T. Taplin	65	Self-employed (personal investments). From prior to 2017 to present, Mr. Taplin serves as a Director of NACCO. From September 2017 to present, Mr. Taplin serves as a Director of HBB. Mr. Taplin is the grandson of the founder of NACCO and brings the perspective of a long-term stockholder to our Board of Directors.	2012
David B.H. Williams	52	President and Partner of the law firm Williams, Bax & Saltzman, P.C. from prior to 2017. Mr. Williams is a lawyer with more than 25 years of experience providing legal counsel to businesses in connection with litigation and commercial matters. Mr. Williams' substantial experience as a litigator and commercial advisor enables him to provide valuable insight on business and legal issues pertinent to the Company.	2020
Eugene Wong	87	Professor Emeritus of the University of California at Berkeley from prior to 2017. Dr. Wong has broad experience in engineering, particularly in the areas of electrical engineering and software design, which are of significant value to the oversight of our information technology infrastructure, product development and general engineering. He has served as technical consultant to a number of leading and developing nations, which enables him to provide an up-to-date international perspective to our Board of Directors. Dr. Wong has also co-founded and managed several corporations, and has served as a chief executive officer of one, enabling him to contribute an administrative and management perspective of a corporate chief executive officer.	2012

J.C. Butler, Jr. is the son-in-law of Alfred M. Rankin, Jr. and, as indicated on the Director Compensation Table shown below, in 2021 Mr. Butler received $225,201 in total compensation from us as a director.

David B.H. Williams is the son-in-law of Alfred M. Rankin, Jr. and, as indicated on the Director Compensation Table shown below, in 2021 Mr. Williams received $205,447 in total compensation from us as a director.

Claiborne R. Rankin is the brother of Alfred M. Rankin, Jr. and, as indicated on the Director Compensation Table shown below, in 2021 Mr. C. Rankin received $206,342 in total compensation from us as a director.

Director Compensation

The following table sets forth all compensation of the directors, other than Mr. A. Rankin, for services as our directors and as directors of certain of our operating subsidiaries. In addition to being a director, Mr. A. Rankin serves as Chairman and CEO of the Company and Chairman of HYG. Mr. A. Rankin does not receive any compensation for his services as a director. Mr. A. Rankin's compensation for services as one of our Named Executive Officers is shown in the Summary Compensation Table on page 30.

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2021 Director Compensation


Name	Fees Earned or Paid in Cash ($)(1)(2)	Stock Awards ($)(1)(3)	All Other Compensation ($)(4)	Total ($)
James B. Bemowski	$93,166	$117,860	$7,395	$218,421
J.C. Butler, Jr.	$101,166	$117,860	$6,175	$225,201
Carolyn Corvi	$137,166	$117,860	$7,368	$262,394
Edward T. Eliopoulos	$102,188	$117,860	$2,395	$222,443
John P. Jumper	$122,606	$117,860	$6,066	$246,532
Dennis W. LaBarre	$145,166	$117,860	$6,078	$269,104
H. Vincent Poor	$94,166	$117,860	$7,320	$219,346
Claiborne R. Rankin	$81,166	$117,860	$7,316	$206,342
Britton T. Taplin	$81,166	$117,860	$7,395	$206,421
David B.H. Williams	$80,166	$117,860	$7,421	$205,447
Eugene Wong	$22,274	$186,589	$4,248	$213,111

(1)Effective for meetings after May 1, 2020, the Board of Directors agreed to a 10% reduction in the annual retainer and all committee fees payable to directors in conjunction with various global cost containment measures taken by the Company due to the adverse impact of the COVID-19 pandemic on the Company's business. The 10% COVID-19-related reduction to the annual retainer and all committee fees payable to the directors ceased effective January 1, 2021. Effective July 1, 2021, the Board of Directors approved a Korn Ferry-recommended increase in the Board retainer for the remainder of 2021. The amounts shown in the Director Compensation table above reflect the amounts actually received by each director for 2021.

(2)The amounts in this column reflect the annual retainers and other fees earned by our directors for services rendered in 2021. They also include payment for certain fractional shares of Class A Common that were earned and cashed out under the Hyster-Yale Materials Handling, Inc. Non-Employee Directors' Equity Compensation Plan (the "Non-Employee Directors' Plan") described below.

(3)Under the Non-Employee Directors' Plan, the directors are required to receive a portion of their annual retainer in shares of Class A Common (the "Mandatory Shares"). They are also permitted 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, 2021 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 2021.

(4)The amount listed includes: (i) Company-paid life-insurance premiums for the benefit of the director; (ii) other Company-paid premiums for accidental death and dismemberment insurance for the directors and their spouses; and (iii) 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 $0 for Mr. Eliopoulos, $2,000 for Mr. Wong and $5,000 for each of the remaining directors.

Description of Material Factors Relating to the Director Compensation Table

Each non-employee director was entitled to receive the following annual compensation for service on our Board of Directors and on HYG's Board of Directors:

•prior to July 1, 2021, an annual retainer of $184,000 ($124,000 of which was to be paid in the form of Mandatory Shares, as described below);

•effective July 1, 2021, an annual retainer of $192,000 ($130,000 of which was to be paid in the form of Mandatory Shares, as described below);

•attendance fees of $1,000 per day for each meeting attended (including telephonic/telepresence meetings) of our Board of Directors or subsidiary Board of Directors (limited to $1,000 per day);

•attendance fees of $1,000 for each meeting attended (including telephonic/telepresence meetings) of a committee of our Board of Directors on which the director served;

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•an additional retainer of $7,000 for each committee of our Board of Directors on which the director served (other than the Executive Committee);

•an additional retainer of $10,000 for each committee of our Board of Directors on which the director served as chairman (other than the Audit Review Committee); and

•an additional retainer of $15,000 for the chairman of the Audit Review Committee of our Board of Directors.

The retainers were paid quarterly in arrears and the meeting fees were paid following each meeting. Each director was also reimbursed for expenses incurred as a result of attendance at meetings. We also occasionally made a private aircraft available to directors for attendance at meetings of our Board of Directors and subsidiary Board of Directors.

Under the Non-Employee Directors' Plan, each director who was not an officer of the Company or one of our subsidiaries received $130,000 ($124,000 prior to July 1, 2021) of the $192,000 retainer ($184,000 prior to July 1, 2021) in whole shares of Class A Common, referred to as Mandatory Shares. Any fractional shares were paid in cash. The actual number of Mandatory Shares issued to a director is determined by the following formula:

the dollar value of the portion of the $130,000 ($124,000 prior to July 1, 2021) retainer that was earned by the director each quarter divided by

the average closing price of shares of Class A Common on the NYSE for each week during such quarter.

These shares are fully vested on the date of grant, and the director is entitled to all rights of a stockholder, including the right to vote and receive dividends. The shares, however, cannot be assigned, pledged or otherwise transferred by the director other than:

•by will or the laws of descent and distribution;

•pursuant to a qualifying domestic relations order; or

•to a trust or partnership for the benefit of the director or his or her spouse, children or grandchildren.

These restrictions lapse on the earliest to occur of:

•ten years after the last day of the calendar quarter for which such shares were earned;

•the director's death or permanent disability;

•five years from the date of the director's retirement;

•the date that a director is both retired from our Board of Directors and has reached age 70; or

•at such other time as determined by the Board of Directors in its sole discretion.

In addition, each director may elect under the Non-Employee Directors' Plan to receive shares of Class A Common in lieu of cash, referred to as Voluntary Shares, for up to 100% of the balance of their retainers and meeting attendance fees. The number of shares issued is determined under the same formula stated above. These Voluntary Shares, however, are not subject to the foregoing transfer restrictions.

Each director also received: (i) Company-paid life insurance in the amount of $50,000; (ii) Company-paid accidental death and dismemberment insurance for the director and spouse; (iii) personal excess liability insurance in the amount of $10 million for the director and immediate family members who reside with the director; and (iv) up to $5,000 per year in matching charitable contributions.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity securities, to file reports of ownership and changes in ownership of such securities with the SEC and the NYSE. Officers, directors and greater than 10% beneficial owners are required by applicable regulations to furnish us with copies of all Section 16(a) forms they file.

Based upon the review of the copies of Section 16(a) forms received by us, and upon written representations from reporting persons concerning the necessity of filing a Form 5 Annual Statement of Changes in Beneficial Ownership, we believe that, during 2021, all filing requirements applicable for reporting persons were met with the exception of Lynne E. Rankin who, due to an administrative error, filed one late report related to two transactions.

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

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, referred to as the "Dodd-Frank Act", and 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. The next vote will be held at the Company's annual meeting in 2023.

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

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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, for a more detailed discussion of all compensation programs and polices. We believe our compensation programs and policies are appropriate and effective in implementing our compensation philosophy and in achieving our goals, and that they are aligned with stockholder interests.

We believe that stockholders should consider the following in determining whether to approve this proposal.

Compensation Program is Highly Aligned with Stockholder Value

We seek to achieve the foregoing policies and objectives through a mix of base salaries and incentive plans. Base salaries are set at levels appropriate to allow the incentive plans to serve as significant motivating factors. The Compensation Committee carefully reviews each of these components in relation to our performance. Incentive-based compensation plans are designed to provide significant rewards for achieving or surpassing annual operating and financial performance objectives, as well as to align the compensation interests of the senior management employees, including the Named Executive Officers, with our long-term interests.

Strong Pay-for-Performance Orientation

The short-term and long-term incentive compensation for our employees is substantially performance-based. Although the design of our compensation program offers opportunities for employees to earn truly superior compensation for outstanding results, it also includes significantly reduced compensation for results that do not meet or exceed the previously established performance targets for the year. In years when we have weaker financial results, payouts under the incentive compensation plans will generally be lower. In years when we have stronger financial results, payouts under the incentive compensation plans will generally be greater. In general, all performance targets are set at a scale that encourages performance improvement without requiring outstanding results that would encourage conduct inconsistent with building long-term value. The chosen performance metrics and measurement periods are well-aligned with our business strategy and objectives for long-term value creation for our stockholders.

Compensation Program Has Appropriate Long-Term Orientation

Our compensation programs and policies have a long-term focus.

The purpose of our long-term incentive compensation plan is to enable senior management employees to accumulate capital through future managerial performance, which the Compensation Committee believes contributes to the future success of our businesses. Our long-term incentive compensation plan generally requires long-term commitment on the part of our senior management employees, and stock sales are generally not permitted for a number of years. Rather, the awarded amount is effectively invested in the Company for an extended period to strengthen the tie between stockholders' and the Named Executive Officers' long-term interests.

Therefore, 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 rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and narrative discussion, is hereby APPROVED."

Stockholder Vote. In accordance with our Bylaws, the affirmative vote of the holders of a majority of the voting power of our stock that are present in person or represented by proxy and that is actually voted is required to approve this proposal. You may vote "FOR" or "AGAINST" the resolution 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.

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Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 3)

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.

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 2022.

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 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 the fiscal year 2022 if it determines that such a change would be in the best interests of the Company and its stockholders.

Audit Fees

2021 and 2020 - Ernst & Young LLP billed or will bill us in the aggregate $4.4 million and $4.0 million, respectively, for professional services rendered by Ernst & Young LLP in each of 2021 and 2020 for the audit of our annual consolidated financial statements for the fiscal years ended December 31, 2021 and 2020 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, 2021 and 2020, as well as for services provided in connection with statutory audits.

Audit-Related Fees

2021 and 2020 - Ernst & Young LLP billed us in the aggregate less than $0.1 million each year for assurance and related services rendered in each of 2021 and 2020, primarily related to annual subscriptions for accounting reference tools.

Tax Fees

2021 and 2020 - Ernst & Young LLP did not provide services and has not billed us fees for professional tax services in 2021 or 2020.

All Other Fees

2021 and 2020 - 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, 2021 and 2020.

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 2022, 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. In addition, 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.

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PART THREE - EXECUTIVE COMPENSATION INFORMATION

Summary of Our Named Executive Officer Compensation Program

The material elements of our 2021 compensation objectives and policies as they relate to the Named Executive Officers listed in the Summary Compensation Table on page 30, 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 tied 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.

At our 2021 annual meeting of stockholders, the Company received strong support for our compensation program with over 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.

We pay for performance. In 2021, 81% of Mr. A. Rankin's 2021 target compensation and, as a group, approximately 64% of the other NEOs' target compensation was incentive-based and "at-risk" based on Company performance. In addition, long-term incentive awards for the NEOs were paid in the form of a combination of cash and restricted shares of Class A Common which, as described in more detail beginning on page 25, are generally subject to transfer restrictions for a period of ten years. The value of these restricted stock awards continues to be "at-risk" based on future Company performance and continues to align the interests of the NEOs with those of our stockholders.

Other key features of our 2021 NEO compensation program included:


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 provide our NEOs with any minimum or guaranteed bonuses.
We used an independent compensation consultant.						We did not have any active defined benefit plans.
We set our target compensation at the 50th percentile of our chosen benchmark group and delivered compensation above or below this level based on performance.
We 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.

Compensation Discussion and Analysis

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.

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Named Executive Officers for 2021

The NEOs for 2021, all of whom are employed by the Company's U.S. operating subsidiary, HYG, are listed in the table below:


Name						Titles
Alfred M. Rankin, Jr.						Chairman and CEO – Hyster-Yale Chairman – HYG
Kenneth C. Schilling						Senior Vice President and Chief Financial Officer – Hyster-Yale
Rajiv K. Prasad						President – Hyster-Yale President and CEO – HYG
Anthony J. Salgado						Chief Operating Officer, HYG - Hyster-Yale Chief Operating Officer - HYG
Charles F. Pascarelli						Senior Vice President, President, Americas - HYG

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 2021, Korn Ferry was engaged in general to make recommendations regarding:

•director compensation levels;

•2021 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and target total compensation for all senior management positions;

•2021 salary midpoints and/or 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. A representative of Korn Ferry attended one of the Compensation Committee meetings in 2021 and, during that meeting, 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 2021. 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 2021, 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 2021, participants in the General Industrial survey included 461 parents and 1,316 independent operating units, 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 benchmark 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 cyclical upswings or downturns 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 (other than Mr. A. Rankin - refer to note (4) of the target total compensation table on page 19) at 100% of the salary midpoint recommended by Korn Ferry. However, due to the continued uncertainty surrounding the impact of COVID-19 on the Company's business, management proposed taking a more moderate approach to 2021 midpoints. Management recommended, and the Compensation Committee approved, applying only 50% of the Korn Ferry-recommended increases to salary midpoints for 2021, including the salary midpoints for each of the NEOs.

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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 Company's 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 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);

•target total compensation, which is the sum of the foregoing amounts; and

•base salary.

The Compensation Committee reviewed the total target compensation for each of our NEOs to decide whether it should make changes to the 2021 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 for 2021 at that time.

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.

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 (up to 130% for Mr. A. Rankin). 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 target total compensation for the NEOs, as recommended by Korn Ferry and approved by the Compensation Committee for 2021:


Named Executive Officer	(A) Salary Midpoint ($)(%)(1)		(B) Cash in Lieu of Perquisites ($)(%)(2)		(C) Short-Term Plan Target ($)(%)		(D) Long-Term Plan Target ($)(%)(3)		(A)+(B)+(C)+(D) Target Total Compensation ($)
Alfred M. Rankin, Jr. (4)	$1,064,070	18%	$40,500	1%	$1,117,274	19%	$3,548,673	62%	$5,770,517
Kenneth C. Schilling	$454,600	42%	$20,000	2%	$227,300	21%	$392,093	35%	$1,093,993
Rajiv K. Prasad	$752,800	30%	$35,000	1%	$564,600	23%	$1,125,436	46%	$2,477,836
Anthony J. Salgado	$628,300	34%	$25,000	1%	$408,395	22%	$794,800	43%	$1,856,495
Charles F. Pascarelli	$538,800	37%	$20,000	1%	$323,280	22%	$557,658	40%	$1,439,738

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(1)Due to the continued uncertainty surrounding the impact of COVID-19 on the Company's business, management recommended, and the Committee approved, applying only 50% of the Korn Ferry-recommended increases to salary midpoints for 2021.

(2)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 2020 and will remain in effect through 2023. 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.

(3)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 Materials Handling, Inc. Long-Term Equity Incentive Plan (the "Equity Long-Term Plan"). See "Long-Term Incentive Compensation" beginning on page 25.

(4)Prior to 2018, Mr. A. Rankin served as the Chairman, President and CEO of both NACCO and Hyster-Yale. He retired as President and Chief Executive Officer of NACCO in connection with NACCO’s 2017 spin-off of HBBHC. Consequently, Mr A. Rankin no longer provides full-time CEO services to two publicly traded companies. However, because Mr. A. Rankin continued to provide services to both NACCO and HBBHC in 2021, the Compensation Committee decided to apply a 10% reduction factor to the 2021 Korn Ferry-recommended salary midpoint for Mr. A. Rankin's Hyster-Yale CEO position. As a result, the Compensation Committee set Mr. A. Rankin's target total compensation for 2021 as follows:


2021 Mr. A. Rankin Target Compensation	(A) Salary Midpoint	(B) Cash in Lieu of Perquisites	(C) Short-Term Plan Target (105% of salary midpoint)	(D) Equity Long-Term Plan Target (290% of salary midpoint) + 15% increase	(A) + (B) + (C) + (D) Target Total Compensation
Hay-Recommended Amounts (1)	$1,182,303	$45,000	$1,241,418	$3,942,981	$6,411,702
Adjusted Amounts Determined by Compensation Committee (10% reduction - as reflected on table above)	$1,064,070	$40,500	$1,117,274	$3,548,673	$5,770,517

(1) Due to the continued uncertainty surrounding the impact of COVID-19 on the Company's business, management recommended, and the Committee approved, applying only 50% of the Korn Ferry-recommended increase to Mr. Rankin's unadjusted salary midpoint for 2021.

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 (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 2021, the Compensation Committee determined the base salary for the NEOs by generally taking into account their individual performance for 2020 and the relationship of their 2020 base salary to the new 2021 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;

•general budget considerations and business forecasts provided by management; and

•evaluations of individual performance during 2020.

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.

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The following table sets forth the salary information for each NEO for 2021:


Named Executive Officer	Salary Midpoint Determined by Korn Ferry ($)(1)	Base Salary for 2021 and as a Percentage of Salary Midpoint ($)(%)(2)		Change Compared to 2020 Base Salary (%)(3)
Alfred M. Rankin, Jr. (4)	$1,064,070	$1,063,132	99.9%	9.6%
Kenneth C. Schilling	$454,600	$451,350	99.3%	8.7%
Rajiv K. Prasad	$752,800	$644,470	85.6%	9.3%
Anthony J. Salgado	$628,300	$511,938	81.5%	9.3%
Charles F. Pascarelli	$538,800	$501,443	93.1%	8.8%

(2)Due to the continued uncertainty surrounding the impact of COVID-19 on the Company's business, the base salaries of the NEOs were not increased until July 1, 2021. The base salary amount shown above and on the Summary Compensation Table is the blended amount actually received by each of the NEOs in 2021.

(3)The percentage increases shown in this column are based on a comparison of the blended base salary received by each NEO in 2021 to the base salary received in 2020. The base salary amounts actually received by the NEOs in 2020 were reduced by 10% beginning on May 1, 2020 and ending December 31, 2020.

(4)The Compensation Committee reduced Mr. A. Rankin's 2021 salary midpoint by 10% from the amount for a stand-alone Chairman, President and CEO of the Company.

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 2021, all of the NEOs participated in (i) the Hyster-Yale Group, Inc. Annual Incentive Compensation Plan (the "Short-Term Plan") and (ii) the Equity Long-Term Plan (collectively, the "Incentive Plans").

Overview. Our incentive compensation plans are designed to align the compensation interests of the senior management employees with our 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. The Compensation Committee believes that a material percentage of the NEOs' compensation should be contingent on the performance of the Company and/or the business unit for which they are responsible. As illustrated on the target total compensation table on page 19, 81% of Mr. A. Rankin's 2021 target compensation was variable or "at risk" and tied to Company performance and, as a group, approximately 64% of the other NEOs' target compensation was tied to Company performance. For 2021, the sum of each of the NEO's incentive compensation targets exceeded the sum of his 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 2021:

•Targets Based on Annual Operating Plan. Certain performance targets were based on forecasts contained in the 2021 annual operating plan ("AOP"). With respect to these targets, there was an expectation that these performance targets would be met during the year. If they were not, the participants would not receive all or a portion of the award that was based on these performance criteria.

•Targets Based on Long-Term Goals. Other performance targets were not based on the 2021 AOP. Rather, they were based on long-term 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.

•Operating Profit Override Feature. The Compensation Committee approved an overall profitability level reduction feature for each of the Incentive Plans for 2021. This feature provided for a reduction in payouts under the plans from the amounts otherwise determined under the pre-established performance targets unless a separate operating profit target was achieved, thus providing participants with additional motivation to deliver outstanding performance.

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.

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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 2021 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 immediately vested when issued. Note, however, that 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 shareholders' 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 28 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 21 and adopted performance criteria and target performance levels to determine the 2021 incentive compensation awards. Prior to suspending the 2020 Incentive Plans due to the COVID-19 cost containment measures initiated by the Company in 2020, the Committee approved a redesign that modified portions of the performance criteria under the 2020 Incentive Plans. The Committee believed that for 2021, this redesign continued to support the Company's desire to reinforce its commercial sales execution, as well as its clear commitment to the execution of key strategic projects. As such, revenue and adjusted standard margin were adopted as primary performance metrics under the 2021 Incentive Plans in order to better capture the Company's economic position in the market and also reflect the growing importance of non-unit based products such as automation, fuel cells, operator assistance system, telemetry and attachments. In addition, the performance criteria under the 2021 Incentive Plans also reinforced the importance of effective management of working capital.

•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.

•Adjustments. In calculating the various 2021 Incentive Plans' performance targets and results, certain adjustments were established by the Compensation Committee at the time the 2021 Incentive Plans' targets were set, including the after-tax impact of certain items only if they were in excess of the amounts included in the 2021 AOP (for example, changes in laws or regulations, acquisition-related expenses and the post-acquisition impact of business acquisitions). The Compensation Committee also approved an additional adjustment to Nuvera's operating profit, specifically excluding amounts related to an inventory write-off at Nuvera from the calculation of the 2021 incentive compensation for Nuvera participants. In anticipation of fulfilling certain research and development agreements entered into prior to the start of the COVID-19 pandemic, Nuvera significantly increased its inventory levels. However, the effects of the pandemic, including border closures, halted Nuvera's progress and management made a determination to write-off inventory related to certain of those agreements. The Compensation Committee determined an adjustment to 2021 incentive compensation was appropriate as the inventory write-off was a special, non-recurring item (generally outside of the participants' control) that occurred during 2021 and was not known or considered at the time the 2021 AOP was established.

•Operating Profit Override Feature. Under the operating profit override feature approved by the Compensation Committee for the 2021 Incentive Plans, payouts under the plans would be reduced by up to 40% from the

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amounts otherwise determined under the pre-established performance targets unless a separate operating profit target was achieved, thus providing participants with additional motivation to deliver outstanding performance.

•Nuvera Performance Goals. For 2021, the Short-Term Plan metrics for certain of the NEOs were based in part on specific Nuvera-related performance criteria, as described in the following tables.

•Bolzoni SpA ("Bolzoni") Performance Goals. For 2021, 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

For 2021, the Short-Term Plan was designed to provide target short-term incentive compensation to the NEOs of between 50% and 105% of salary midpoint, depending on the NEO's position. The table below shows the 2021 target awards approved by the Compensation Committee for each NEO under the Short-Term Plan for 2021:


Named Executive Officer	(A) 2021 Salary Midpoint ($)(1)	(B) Short-Term Plan Target as a % of Salary Midpoint (%)	(C) = (A) x (B) Short-Term Plan Target ($)	(D) 2021 Short-Term Plan Payout (%)(2)	(E) = (C) x (D) 2021 Short-Term Plan Payout ($)	(F) = (E)/(A) Short Term Plan Payout as a % of Salary Midpoint
Alfred M. Rankin, Jr.	$1,064,070	105.0%	$1,117,274	27.1%	$302,223	28.40%
Kenneth C. Schilling	$454,600	50.0%	$227,300	27.0%	$61,371	13.50%
Rajiv K. Prasad	$752,800	75.0%	$564,600	27.1%	$152,724	20.29%
Anthony J. Salgado	$628,300	65.0%	$408,395	27.0%	$110,267	17.55%
Charles F. Pascarelli	$538,800	60.0%	$323,280	27.0%	$87,286	16.20%

(1) Due to the continued uncertainty surrounding the impact of COVID-19 on the Company's business, management recommended, and the Committee approved, applying only 50% of the Korn Ferry-recommended increases to the NEO's salary midpoints for 2021.

(2) 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 2021.

The following tables show detailed calculations of the performance criteria established by the Compensation Committee for 2021 under the Short-Term Plan to determine final incentive compensation payments for the NEOs.

Short-Term Incentive Criteria for Messrs. Schilling and Salgado. One hundred percent (100%) of the 2021 Short-Term Plan targets for Messrs. Schilling and Salgado were based on the following Corporate Lift Truck performance factors:


Performance Criteria	(A) Weighting	Performance Target	Performance Result	(B) Achievement Percentage	(A) x (B) Payout Percentage
Lift Truck Consolidated Revenue	30%	$3,168,400,000	$2,897,400,000	91.4%	27.4%
Lift Truck Adjusted Standard Margin %	25%	17.0%	12.8%	0.0%	0.0%
Lift Truck Working Capital Days	20%	56.4	64.9	0.0%	0.0%
Lift Truck Consolidated Operating Profit $	25%	$87,400,000	$(37,700,000)	0.0%	0.0%
Corporate Lift Truck Total	100%				27.4%
Corporate Payout Percentage with Operating Profit Override					16.4%

Lift Truck Positive Discretion (1)					10.6%
Final Corporate Payout Percentage					27.0%

(1) During 2021, the Company was negatively impacted by various pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery. These issues, all of which were generally outside the control of employees, adversely impacted the Company's Short-Term Plan performance results. After careful consideration of the impact the 2021 Incentive Plan payouts might have on the Company's ability to retain and reward those key employees necessary to help the Company meet its financial and business objectives, the Compensation Committee determined that it was appropriate to approve a 10.6% increase to the Short-Term Plan payouts for Corporate lift truck participants, including Messrs. Schilling and Salgado. Given all of the outside constraints impacting supply chain and shipping during 2021, the amount of the increase was generally determined by calculating 2021 revenue using bookings instead of shipments.

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Short-Term Incentive Criteria for Messrs. A. Rankin and Prasad. The 2021 Short-Term Plan targets for Messrs. A. Rankin and Prasad were based (i) 75% on Corporate Lift Truck performance factors, (ii) 15% on Nuvera performance factors and (iii) 10% on Bolzoni performance factors:


Performance Criteria		Initial Weighting at Performance Group Level	Weighting	(A) Payment Factor	Performance Target	Performance Result	(B) Achievement Percentage	(A) x (B) Payout Percentage
Lift Truck Consolidated Revenue		30%	75%	22.5%	$3,168,400,000	$2,897,400,000	91.4%	20.6%
Lift Truck Adjusted Standard Margin		25%	75%	18.8%	17.0%	12.8%	0.0%	0.0%
Lift Truck Working Capital Days		20%	75%	15.0%	56.4	64.9	0.0%	0.0%
Lift Truck Consolidated Operating Profit $		25%	75%	18.8%	$87,400,000	$(37,700,000)	0.0%	0.0%
Corporate Lift Truck Total								20.6%
Corporate Payout Percentage with Operating Profit Override			75%				16.4%	12.3%
Lift Truck Positive Discretion (1)			75%				10.6%	8.0%
Final Corporate Payout Percentage								20.3%
45&60 KW Engine and Module Order Revenue		25%	15%	3.8%	$34,600,000	$100,000	0.0%	0.0%
45&60KW Engine Shipments Adjusted Standard Margin %		25%	15%	3.8%	19.9%	(409.9)%	0.0%	0.0%
Lift Truck Module Revenue		10%	15%	1.5%	$2,000,000	$600,000	0.0%	0.0%
Lift Truck Module Adjusted Standard Margin %		10%	15%	1.5%	(22.1)%	(109.5)%	0.0%	0.0%
Nuvera Operating Profit $		30%	15%	4.5%	$(33,000,000)	$(34,700,000)	88.7%	4.0%
Nuvera Total								4.0%
Nuvera Payout Percentage with Operating Profit Override			15%				19.6%	2.9%
Nuvera Positive Discretion (1)	`		15%				4.4%	0.7%
Final Nuvera Payout Percentage								3.6%
Bolzoni Consolidated Revenue		25%	10%	2.5%	$320,000,000	$347,800,000	108.7%	2.7%
Bolzoni Consolidated Adjusted Standard Margin %		25%	10%	2.5%	26.2%	20.0%	0.0%	0.0%
Working Capital Days		25%	10%	2.5%	81.0	78.7	104.7%	2.6%
Bolzoni Operating Profit $		25%	10%	2.5%	$8,000,000	($1,800,000)	0.0%	0.0%
Bolzoni Total								5.3%
Final Bolzoni Payout Percentage with Operating Profit Override			10.0%				32.0%	3.2%
Final Payout Percentage								27.1%

(1) During 2021, the Company was negatively impacted by various pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery. These issues, all of which were generally outside the control of employees, adversely impacted the Company's Short-Term Plan performance results. After careful consideration of the impact the 2021 Incentive Plan payouts might have on the Company's ability to retain and reward those key employees necessary to help the Company meet its financial and business objectives, the Compensation Committee determined that it was appropriate to approve a 10.6% increase to the Short-Term Plan payouts for Corporate lift truck participants, and an increase of 4.4% to the Short-Term Plan payouts for Nuvera participants, including Messrs. A. Rankin and Prasad. Given all of the outside constraints impacting supply chain and shipping during 2021, the amount of the increase was generally determined by calculating 2021 revenue using bookings instead of shipments.

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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:


Performance Criteria	(A) Weighting	Performance Target	Performance Result	(B) Achievement Percentage	(A) x (B) Payout Percentage
Americas Total Revenue	30%	$2,143,900,000	$1,866,400,000	72.3%	21.7%
Americas Total Adjusted Standard Margin %	25%	17.3%	12.3%	0.0%	0.0%
Lift Truck Working Capital Days	20%	56.4	64.9	0.0%	0.0%
Americas Operating Profit $	25%	$85,200,000	$(16,300,000)	0.0%	0.0%
Americas Lift Truck Total	100%				21.7%
Americas Payout Percentage with Operating Profit Over-Ride					13.0%

Americas Revenue Positive Discretion (1)					14.0%
Final Americas Payout Percentage					27.0%

(1) During 2021, the Company was negatively impacted by various pandemic-related and other global supply chain constraints, component shortages, shipping container availability constraints and higher freight costs, as well as significant material cost inflation resulting from the accelerated pace of the market recovery. These issues, all of which were generally outside the control of employees, adversely impacted the Company's Short-Term Plan performance results. After careful consideration of the impact the 2021 Incentive Plan payouts might have on the Company's ability to retain and reward those key employees necessary to help the Company meet its financial and business objectives, the Compensation Committee determined that it was appropriate to approve a 14.0% increase to the Short-Term Plan payouts for Americas lift truck participants, including Mr. Pascarelli. Given all of the outside constraints impacting supply chain and shipping during 2021, the amount of the increase was generally determined by calculating 2021 revenue using bookings instead of shipments.

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 Long-Term Incentive Plans require long-term commitment on the part of our senior management employees and cash withdrawals or stock sales are generally not permitted for a number of years. In 2021, 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 run depend largely on what management does to drive the financial performance of the Company and increase the stock price. This is becau

SEC Form DEF 14A filed by Hyster-Yale Materials Handling Inc.