hy-20250324

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						o


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 § 240.14a-12

HYSTER-YALE, 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

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
Code of Corporate Conduct						6
Insider Trading Policy						7
Hedging and Speculative Trading Policies and Limited Trading Windows						7
Review and Approval of Related-Party Transactions						7
Communication with Directors						7
Report of the Audit Review Committee						8

PART TWO - PROPOSALS TO BE VOTED ON AT THE 2025 ANNUAL MEETING						8
Election of Directors (Proposal 1)						8
Director Nominee Information						8
Director Compensation						12
Delinquent Section 16(a) Reports						13
Advisory Vote to Approve the Company's Named Executive Officer Compensation (Proposal 2)						13
Advisory Vote on the Frequency for Future Advisory Votes to Approve the Company's Named Executive Officer Compensation (Proposal 3)						14
Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 4)						15

PART THREE - EXECUTIVE COMPENSATION INFORMATION						16
Summary of Our Named Executive Officer Compensation Program						16
Compensation Discussion and Analysis						17
Compensation Committee Report						28
Summary Compensation Table						28
Grants of Plan-Based Awards						29
Equity Compensation						30
Defined Benefit Pension Plans						31
Nonqualified Deferred Compensation Benefits						31
Potential Payments upon Termination/Change in Control						31
CEO Pay Ratio						32
Pay Versus Performance						33

BENEFICIAL OWNERSHIP OF CLASS A COMMON AND CLASS B COMMON						36
Class A Common Stock						37
Class B Common Stock						40

PROCEDURES FOR SUBMISSION AND CONSIDERATION OF DIRECTOR CANDIDATES						43

SUBMISSION OF STOCKHOLDER PROPOSALS						44

SOLICITATION OF PROXIES						44


OTHER MATTERS						45

FORM OF PROXY CARD						46

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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, Inc. (the "Company") will be held on Tuesday, May 13, 2025 at 9:00 a.m., at 5875 Landerbrook Drive, Cleveland, Ohio 44124-4069, for the following purposes:

1.To elect fifteen directors for the ensuing year;

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

3.To approve on an advisory basis the frequency for future advisory votes to approve the Company's Named Executive Officer compensation;

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

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

The Board of Directors has fixed the close of business on March 17, 2025 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 2025 Proxy Statement and related form of proxy are being mailed to stockholders commencing on or about March 25, 2025.


Suzanne Schulze Taylor
Secretary

March 25, 2025

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to be held on May 13, 2025

The 2025 Proxy Statement and 2024 Annual Report are available, free of charge, at

https://www.hyster-yale.com by clicking on the "2025 Annual Meeting Materials" link and then clicking on either the "2025 Proxy Statement" link or the "2024 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, 2024 is being mailed to stockholders with the 2025 Proxy Statement. The 2024 Annual Report contains financial and other information about the Company, but it is not incorporated into the 2025 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 25, 2025

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, Inc., a Delaware corporation, of proxies to be used at the annual meeting of stockholders of the Company to be held on May 13, 2025 (the "Annual Meeting"). The terms the "Company," "Hyster-Yale," "we," "our" and "us" refer to Hyster-Yale, Inc. This Proxy Statement and the related form of proxy are being mailed to stockholders commencing on or about March 25, 2025.

If the enclosed form of proxy is executed, dated and returned or if you vote electronically or telephonically, 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 frequency of future advisory votes to approve, on an advisory basis, the Company's Named Executive Officer compensation to be set at one year;

•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 17, 2025 will be entitled to notice of, and to vote at, the Annual Meeting. On that date, we had 14,242,713 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 3,454,629 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 fifteen 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 Amended and Restated Bylaws ("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 fifteen director nominees receiving the greatest number of votes will be elected directors. Our Bylaws provide that our Directors are elected by a plurality vote. Shares for which authority is withheld to vote for director nominees and broker non-votes will have no effect on the election of Directors except to the extent the failure to vote for a director nominee results in another nominee receiving a larger number of votes.

Proposals 2, 3 and 4 are advisory in nature and non-binding. Although non-binding, voting on proposals 2 and 3 will allow our stockholders to express their opinion regarding Named Executive Officer compensation and on the frequency of

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voting on Named Executive Officer compensation. Abstentions and broker non-votes will not be counted for purposes of such proposal. Because proposal 4 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.

In accordance with our Bylaws, and, with respect to proposals 2, 3 and 4 and all other proposals that are brought before the Annual Meeting, 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. As a result, abstentions and broker non-votes in respect of such proposals will not be counted and will have no effect for purposes of determining whether a proposal has received the requisite approval by our stockholders. With respect to proposal 4, the Board expects to be guided by the voting option that receives the greatest number of votes, even if that option does not receive a majority of the vote.

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 2024, our Board of Directors consisted of thirteen directors until May 8, 2024 at which time the number was increased to fourteen. On November 13, 2024, the number of directors was increased to fifteen.

Directors' Meetings and Committees

The Board of Directors has an Audit Review Committee, a Nominating and Corporate Governance Committee ("NCG Committee"), a Compensation and Human Capital Committee (the "Compensation 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

Colleen R. Batcheler

Yes

James B. Bemowski

Yes

J.C. Butler, Jr.

Chair

Gary L. Collar

Yes

Carolyn Corvi

Yes

Chair

Edward T. Eliopoulos*

Yes

Chair

John P. Jumper*

Yes

Chair

Dennis W. LaBarre

Yes

Chair

Ann A. O'Hara

Yes

H. Vincent Poor

Yes

Rajiv K. Prasad

Alfred M. Rankin, Jr.

Chair

Claiborne R. Rankin

Britton T. Taplin

Yes

David B.H. Williams

*Audit Committee Financial Expert defined by the U.S. Securities and Exchange Commission ("SEC") and NYSE listing standards.

Our Board of Directors held four meetings in 2024. During their tenure in 2024, 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 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. A meeting of the independent directors, without management, was held on February 13, 2024.

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 then-serving directors attended the 2024 annual meeting in person.

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Audit Review Committee
2024 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;
Colleen Batcheler		•	monitoring our compliance with legal and regulatory requirements;
Gary L. Collar		•	reviewing the adequacy of our internal controls;
Carolyn Corvi		•	setting our guidelines and policies to monitor and control our major financial risk exposures;
Edward T. Eliopoulos		•	reviewing the qualifications, independence, selection and retention of the independent
(Chair)			registered public accounting firm;
John P. Jumper		•	reviewing the performance of our internal audit function and independent registered public accounting
Dennis W. LaBarre			firm;
Ann A. O'Hara		•	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; and
		•	reviewing the Company's cybersecurity and other technology risks, controls and procedures.
	•	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 SEC.
	•	Consistent with applicable laws, rules and regulations, the Committee may, in its discretion, delegate all
		or a portion of its duties and responsibilities to one or more subcommittees of the Audit Committee.
	•	The Board has determined that Messrs. Eliopoulos and 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
2024 Meetings: 4	•	The NCG Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing and making recommendations to our Board of Directors of the criteria for membership
Colleen R. Batcheler			on our Board of Directors;
Carolyn Corvi		•	reviewing and making recommendations to our Board of Directors of the optimum number and
John P. Jumper			qualifications of directors believed to be desirable;
Dennis W. LaBarre (Chair)		•	implementing and monitoring a system to receive suggestions for nominees to directorships of the
H. Vincent Poor			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 of Director's performance;
		•	considering director candidates recommended by our stockholders, see "Procedures for
			Submission and Consideration of Director Candidates" on page 43;
		•	recommending the creation or modification of committees of the Board of Directors;
		•	reviewing, at least annually, reports from management regarding the Company's policies, practices,
			performance and progress with respect to strategic issues;
		•	overseeing director education programs on relevant topics, including among other matters,
			ethics, compliance, governance, cybersecurity and matters relating to our business; and
		•	evaluating Director resignations, if any, and recommending to the Board of Directors whether such
			resignations should be accepted.
	•	The Board has determined that all members are independent under the NYSE listing standards.
	•	Consistent with applicable laws, rules and regulations, the Committee may, in its discretion, delegate all
		or a portion of its duties and responsibilities to one or more subcommittees of the NCG Committee.
	•	The NCG Committee may consult with members of the Rankin and Taplin 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
2024 Meetings: 4	•	The Compensation Committee has the responsibilities set forth in its charter, including:
Members:		•	reviewing and approving corporate goals and objectives relevant to compensation;
Gary L. Collar		•	providing strategic guidance on the development of human capital strategies and programs to support
Carolyn Corvi			the Company's strategic business plan;
Edward T. Eliopoulos		•	evaluating the performance of the Chief Executive Officer, whom we refer to as our CEO, other
John P. Jumper (Chair)			executive officers and senior managers in light of these goals and objectives;
H. Vincent Poor		•	determining and approving 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;
		•	reviewing and approving the Compensation Discussion and Analysis and preparing
			the annual Compensation Committee Report to be included in our Proxy Statement; and
		•	reviewing and discussing with management the Company's engagement with and responsiveness to
			the stockholder advisory vote on executive compensation.
	•	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, subject to applicable law, 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 17.


Planning Advisory Committee
2024 Meetings: 3	•	The Planning Advisory Committee has the responsibilities set forth in its charter, including:
Members:		•	acting as a key participant, resource and advisor 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 (Chair)		•	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
Ann A. O'Hara		•	providing general oversight on behalf of the Board of Directors with respect to stockholder
Alfred M. Rankin, Jr.			interests and the Company's evolving structure and stockholder base.


Finance Committee
2024 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. (Chair)		•	making recommendations to the Board on matters concerning finance.
Carolyn Corvi
Dennis W. LaBarre
Alfred M. Rankin, Jr.
Claiborne R. Rankin
Britton T. Taplin
David B.H. Williams

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Executive Committee
2024 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.
J.C. Butler, Jr.	•	All members, except Messrs. Butler and A. Rankin, are independent.
Carolyn Corvi
Edward T. Eliopoulos
John P. Jumper
Dennis W. LaBarre
Alfred M. Rankin, Jr. (Chair)

Board Leadership Structure

Our corporate governance structure provides the Board flexibility to determine the appropriate leadership structure for the Company and whether the roles of Chairman and Chief Executive Officer should be separated or combined. The Board considers many factors in making this decision, including the needs of the Company, the Board's assessment of the leadership structure, long-term succession planning and the best interests of the stockholders. The Board has long recognized that circumstances may lead it to change the leadership structure based upon its determination of these factors.

In 2023, the Board decided to separate the roles of Chairman and Chief Executive Officer. Consequently, Mr. A. Rankin assumed the role of Executive Chairman of the Board and Mr. Prasad was appointed to serve as the Company's Chief Executive Officer. As Chief Executive Officer, Mr. Prasad is responsible for managing the Company's daily operations and setting its strategic objectives, with oversight from the Board. Mr. Prasad's extensive knowledge of the Company's operations and strategies and his engineering and product development expertise were key factors in the Board’s decision to appoint Mr. Prasad as the Company’s Chief Executive Officer and to separate the roles of Chairman and Chief Executive Officer.

The Board believes that Mr. A. Rankin is the most appropriate person to serve as our Executive Chairman because he possesses in-depth knowledge of the issues, opportunities and challenges facing our business given his long and valuable tenure with the Company. In his role, Mr. A. Rankin is able to continue to:

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

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

•promote a seamless flow of information to the Board;

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

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

•provide the perspective of a long-term stockholder.

In addition, with a particular focus on strategic matters, Mr. A. Rankin will be able to provide assistance to our Chief Executive Officer by attending selected internal business management meetings and meeting with our Chief Executive Officer, as necessary.

The NCG Committee and the Board regularly evaluate the Board’s leadership structure. Based on these evaluations, the NCG Committee recommends to the Board the leadership structure it believes is in the best interests of the Company and its stockholders.

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 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

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Board/Committee		Primary Areas of Risk Oversight
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, Chief Financial Officer and Treasurer; Vice President, Controller and Chief Accounting 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 strategic disclosures
	•	Reviews risks related to information technology and cybersecurity, which includes reviewing the state of our cybersecurity program and emerging cybersecurity developments and threats, steps management has taken to monitor and mitigate such exposures, and any required disclosure
Nominating and Corporate Governance Committee	•	Oversees potential risks related to our governance practices by, among other things, reviewing succession plans and performance evaluations of the Board and CEO
Compensation and Human Capital 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 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 that enables the Company to pursue its strategic objectives effectively.

Annually, each committee reviews their respective charter to determine if there are any emerging issues that warrant that charter be amended to ensure that the appropriate committee has been assigned oversight.

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.

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Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and other disposition of our securities by directors, officers, and employees, and by the Company. This policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company. A copy of our insider trading policy is filed as Exhibit 19.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

Hedging and Speculative Trading Policies and Limited Trading Windows

The Company prohibits officers, directors, direct reports of the Chief Executive Officer and certain professionals in the Company's Finance department 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.

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). 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 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, 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.

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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, 2024. 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, 2024.

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 2024 be included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC.

EDWARD T. ELIOPOULOS (CHAIR)

COLLEEN R. BATCHELER

GARY L. COLLAR

CAROLYN CORVI

JOHN P. JUMPER

DENNIS W. LABARRE

ANN A. O'HARA

PART TWO - PROPOSALS TO BE VOTED ON AT THE 2025 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 fifteen. All of the nominees listed below currently serve as our directors and were elected at our 2024 annual meeting of stockholders, with the exception of Ann A. O'Hara. 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 director has also demonstrated a strong commitment of service to the Company.

Name

Age

Principal Occupation and Business Experience During

Last Five Years and other Directorships in Public Companies

Director Since

Colleen R. Batcheler

Senior Vice President, External Affairs and General Counsel, Hormel Foods Corporation (a global branded food company) from June 2024 to present. Executive Vice President, General Counsel and Secretary of Hertz Global Holding, Inc. (a worldwide vehicle rental company) from April 2022 to April 2024. Executive Vice President, General Counsel and Corporate Secretary of Conagra Brands, Inc. (a food manufacturer) from prior to 2020 to April 2022.

Ms. Batcheler is a business-oriented lawyer with more than 20 years of experience advising public companies. These experiences allow her to provide our Board of Directors with an expansive view of legal and compliance issues. Her skills also provide invaluable insight into corporate governance matters.

2023

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Name	Age	Principal Occupation and Business Experience During Last Five Years and other Directorships in Public Companies	Director Since
James B. Bemowski	71	Retired Senior Advisor for Doosan Corporation (a South Korean Conglomerate). Since prior to 2020, a member of Claremont McKenna College Board of Trustees and a member of the Board of Advisors of Southern Capital (a Singapore-based private equity firm). As of July 2022, Chairman of the Corporate Directors Roundtable of Orange County. With greater than 36 years of combined experience through his various positions with Doosan and McKinsey & Company, as a director and office 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.	64	President and Chief Executive Officer of NACCO Industries, Inc. ("NACCO") (a mining and natural resources company and our parent company prior to our spin-off in 2012) since prior to 2020. President and Chief Executive Officer of NACCO Natural Resources Corporation ("NNRC," a wholly owned subsidiary of NACCO) since prior to 2020. Director of NACCO since prior to 2020 and of Hamilton Beach Brands Holding Company ("HBBHC") (a designer, manufacturer and distributor of home appliances and commercial restaurant equipment) since prior to 2020. 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 Hyster-Yale Materials Handling, Inc. (f/k/a Hyster-Yale Group, Inc.) ("HYMH"), our principal operating subsidiary, Mr. Butler has extensive knowledge of our operations and strategies.	2012
Gary L. Collar	68	Retired Senior Vice President and General Manager of Europe, Africa and Middle East region, followed by the Asia Pacific and Africa region at AGCO Corporation (a manufacturer and marketer of agricultural machinery and solutions). From prior to 2020 to present, Director of Hillenbrand, Inc. (a global diversified industrial goods and machinery company). Mr. Collar has over 20 years of experience leading, managing and overseeing global operations at a Fortune 500 company within the manufacturing industry which enables him to make significant contributions to our Board of Directors. Mr. Collar has considerable experience managing and overseeing labor and human capital risks globally as well as overseeing global development and manufacturing worldwide.	2024
Carolyn Corvi	73	Retired Vice President and General Manager - Airplane Programs of The Boeing Company (an aerospace company). From prior to 2020 to May 2024, Director of United Continental Holdings, Inc. From prior to 2020 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
Edward T. Eliopoulos	68	Retired Partner of Ernst & Young LLP (a public accounting firm). Mr. Eliopoulos is a certified public accountant with more than 45 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, SEC rules and regulations 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

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Name	Age	Principal Occupation and Business Experience During Last Five Years and other Directorships in Public Companies	Director Since
John P. Jumper	80	Retired Chief of Staff, United States Air Force. From prior to 2020 to present, President, John P. Jumper & Associates (aerospace consulting). From prior to 2020 to present, Director of NACCO. From prior to 2020 to present, Director of HBBHC. 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 Holdings, Inc., 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	82	Retired Partner of Jones Day (a law firm). From prior to 2020 to present, Director of NACCO. From prior to 2020 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 numerous board committees.	2012
Ann A. O'Hara	54	President of Huhtamaki OYJ's North America business segment (a producer of fiber, paper and plastic-based consumer primary packaging, food service packaging and retail disposable tableware products) from 2020 to present. Ms. O'Hara is a global executive who has navigated different industries, acquisitions, company programs, cultures and stakeholders and brings a wealth of experience to the Board and will strengthen the Company's governance and oversight capabilities.	2024
H. Vincent Poor	73	Michael Henry Strater University Professor of Electrical Engineering at Princeton University since prior to 2020 to present; Professor of Electrical Engineering since prior to 2020 to present; Associated Faculty, Princeton Environmental Institute since prior to 2020 to present; Associated Faculty, Program in Applied and Computational Mathematics since prior to 2020 to present; Associated Faculty, Andlinger Center for Energy and Environment since prior to 2020 to present; and Director, Corporation for National Research Initiatives since prior to 2020 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
Rajiv K. Prasad	61	Chief Executive Officer of the Company since May 2023 to present. President of the Company since February 2021 to present. President and Chief Executive Officer of HYMH from January 2020 to December 2024 and Chairman of HYMH from January 2025 to present. With over 15 years of service in the Company's senior management, including as President and Chief Executive Officer of HYMH, Mr. Prasad has extensive knowledge of our operations and strategies. He was charged with providing the strategic vision, global leadership and guidance to keep the Company moving forward. He has also held the role of Chief Product and Operations Officer of the Company where he guided all aspects of product development, manufacturing, quality, supply chain and IT. His engineering and product development experience allows him to provide invaluable insight into the Company's long-term strategic plans.	2023

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Name	Age	Principal Occupation and Business Experience During Last Five Years and other Directorships in Public Companies	Director Since
Alfred M. Rankin, Jr.	83	Executive Chairman of the Company since May 2023 to present and Chairman of HYMH since prior to 2020 to December 2024. Chairman and Chief Executive Officer of the Company from prior to 2020 to May 2023. President of the Company since prior to 2020 to February 2021. Since prior to 2020 to present, Non-Executive Chairman of NACCO and NACCO’s principal subsidiary, NNRC. Since prior to 2020 to present, Non-Executive Chairman of HBBHC and its principal subsidiary, Hamilton Beach Brands ("HBB"). In over 50 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
Claiborne R. Rankin	74	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 2020 to present. 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 2020 to present. Mr. C. Rankin also serves as Chairman of the Board of TPA Stream Inc. since February 2020 to present. 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 HYMH 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	68	Self-employed (personal investments). From prior to 2020 to present, Mr. Taplin serves as a Director of NACCO. From prior to 2020 to present, Mr. Taplin serves as a Director of HBB. As a member of our Board for more than 14 years, Mr. Taplin has extensive knowledge of the forklift truck industry and the Company. 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	55	President and Partner of the law firm Williams, Bax & Saltzman, P.C. from prior to 2020 to present. Mr. Williams is a lawyer with more than 30 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

J.C. Butler, Jr. is the son-in-law of Mr. A. Rankin and, as indicated on the Director Compensation Table shown on page 12, in 2024 Mr. Butler received $259,486 in total compensation from us as a director.

David B.H. Williams is the son-in-law of Mr. A. Rankin and, as indicated on the Director Compensation Table shown on page 12, in 2024 Mr. Williams received $231,619 in total compensation from us as a director.

Claiborne R. Rankin is the brother of Mr. A. Rankin and, as indicated on the Director Compensation Table shown on page 12, in 2024 Mr. C. Rankin received $230,692 in total compensation from us as a director.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE DIRECTOR NOMINEES PRESENTED IN PROPOSAL 1.

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Director Compensation

The following table sets forth all compensation of the directors, other than Messrs. A. Rankin and Prasad, for services as our directors and as directors of certain of our operating subsidiaries. In addition to being a director, in 2024, Mr. A. Rankin served as Executive Chairman of the Company and Chairman of HYMH and Mr. Prasad served as Chief Executive Officer and President of the Company and HYMH. Messrs. A. Rankin and Prasad do not receive any compensation for their services as directors. Messrs. A. Rankin and Prasad's compensation for services as two of our Named Executive Officers is shown in the Summary Compensation Table on page 28.

2024 Director Compensation


Name	Fees Earned or Paid in Cash ($)(1)	Stock Awards ($)(2)	All Other Compensation ($)(3)	Total ($)
Colleen R. Batcheler	$91,713	$139,078	$7,042	$237,833
James B. Bemowski	$96,109	$139,078	$8,084	$243,271
J.C. Butler, Jr.	$115,093	$139,078	$5,315	$259,486
Gary L. Collar (4)	$14,394	$131,935	$6,911	$153,240
Carolyn Corvi	$143,609	$139,078	$8,058	$290,745
Edward T. Eliopoulos	$116,109	$139,078	$5,584	$260,771
John P. Jumper	$123,609	$139,078	$5,206	$267,893
Dennis W. LaBarre	$153,609	$139,078	$5,191	$297,878
Ann A. O'Hara (5)	$12,815	$16,817	$2,025	$31,657
H. Vincent Poor	$96,109	$139,078	$8,009	$243,196
Claiborne R. Rankin	$83,609	$139,078	$8,005	$230,692
Britton T. Taplin	$83,609	$139,078	$8,084	$230,771
David B.H. Williams	$83,609	$139,078	$8,932	$231,619

(1)The amounts in this column reflect the annual retainers and other fees earned by our directors for services rendered in 2024. They also include payment for certain fractional shares of Class A Common that were earned and cashed out under the Non-Employee Directors' Plan described below.

(2)In addition to the Mandatory Shares, the Non-Employee Directors' Plan permits directors to elect to receive all or part of the remainder of the retainer and all fees in the form of shares of Class A Common (the "Voluntary Shares"). Amounts in this column reflect the aggregate grant date fair value of the Mandatory Shares and Voluntary Shares that were granted to directors under the Non-Employee Directors' Plan, determined pursuant to the Financial Accounting Standards Board Accounting Standards Codification Topic 718, which we refer to as "FASB ASC Topic 718." See Note 5 of the consolidated financial statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 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 2024. For more information on restrictions applicable to Mandatory and Voluntary Shares, refer to the description of the Non-Employee Directors' Plan described below.

(3)The amount listed includes: (a) Company-paid life-insurance premiums for the benefit of the director; (b) other Company-paid premiums for accidental death and dismemberment insurance for the directors and their spouses; and (c) personal excess liability insurance premiums for the directors and immediate family members. The amount listed also includes charitable contributions made in our name on behalf of the director and spouse under our matching charitable gift program in the amount of $2,500 for Mr. Eliopoulos, $1,999 for Ms. O'Hara and $5,000 for each of the remaining directors.

(4)Mr. Collar was elected to our Board of Directors at the Annual Meeting on May 8, 2024.

(5)Ms. O'Hara was appointed to our Board of Directors on November 13, 2024.

Description of Material Factors Relating to the Director Compensation Table

Under the terms of the Non-Employee Directors' Plan, each non-employee director was entitled to receive the following annual compensation for service on our Board of Directors and on HYMH's Board of Directors:

•an annual retainer of $216,000 ($145,000 of which was to be paid in the form of Mandatory Shares, as described below);

•an additional fee of $12,500 for each committee of our Board of Directors on which the director served (other than the Executive Committee);

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

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•an additional retainer of $20,000 for the chair of the Audit Review Committee of our Board of Directors and an additional retainer of $15,000 for the chair of the Compensation and Human Capital Committee.

The retainers and fees were paid quarterly in arrears. A director beginning or ceasing service shall have their retainer(s) adjusted based on the days during the calendar quarter in which the director served. Each director was also reimbursed for expenses incurred as a result of attendance at meetings. We also occasionally made a private aircraft available to directors for attendance at meetings of our Board of Directors and subsidiary Board of Directors.

Any fractional shares were paid in cash. The actual number of Mandatory Shares issued to a director is determined by the following formula: the quotient of (i) the dollar value of the portion of the $145,000 retainer that was earned by the director each quarter, divided by (ii) the average closing price of shares of Class A Common on the NYSE for each week during such quarter.

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

•by will or the laws of descent and distribution;

•pursuant to a qualifying domestic relations order; or

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

These restrictions lapse on the earliest to occur of:

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

•the director's death or permanent disability;

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

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

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

In addition, each director may elect under the Non-Employee Directors' Plan to receive shares of Class A Common in lieu of cash, referred to as Voluntary Shares, for up to 100% of the balance of their retainers. 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 2024, all filing requirements applicable for reporting persons were met with the exception of Matheas Thaumaturgo, who due to an administrative error, filed a late Form 3 report disclosing no ownership of any shares following his promotion as a newly deemed executive officer of the Company.

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

As required by applicable law, including Section 14A of the Exchange Act, we are asking you to cast an advisory (non-binding) vote to approve the Company's Named Executive Officer compensation. We believe that stockholders should have the opportunity to vote on the compensation of our Named Executive Officers annually.

Why You Should Approve our Named Executive Officer Compensation

The guiding principle of the compensation program for senior management employees, including Named Executive Officers, is the maintenance of a strong link among an employee's compensation, individual performance and the performance of the Company as a whole and/or the business unit for which the employee has responsibility. The primary objectives of our compensation program are:

•to attract, retain and motivate talented management;

•to reward management with competitive total compensation for the achievement of specific corporate and individual goals; and

•to make management long-term stakeholders in the Company.

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We encourage stockholders to read the Executive Compensation section of this Proxy Statement, including the Compensation Discussion and Analysis and compensation tables (and accompanying narrative and other disclosures), for a more detailed discussion of all compensation programs and polices. We believe our compensation programs and policies are appropriate and effective in implementing our compensation philosophy and in achieving our goals, and that they are aligned with stockholder interests.

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

Compensation Program is Highly Aligned with Stockholder Value

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

Strong Pay-for-Performance Orientation

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

Compensation Program Has Appropriate Long-Term Orientation

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

Stockholder Approval

For the reasons described above, stockholders are asked to cast a non-binding, advisory vote to approve the following resolution that will be submitted for a stockholder vote at the meeting:

"RESOLVED, that the compensation paid to the Named Executive Officers, as disclosed pursuant to the compensation disclosure and other disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables and narrative, is hereby APPROVED."

You may vote "FOR" or "AGAINST" or abstain from voting on the resolution. The result of the say-on-pay vote will not be binding on us or the Board. The final decision on the Company's executive compensation and benefits remains with the Board and the Compensation Committee. We and the Board, however, value the views of our stockholders. The Board and the Compensation Committee will review the results of the vote and expect to take them into consideration in addressing future compensation policies and decisions.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL TO APPROVE THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

Advisory Vote on the Frequency for Future Advisory Votes to Approve the Company's Named Executive Officer Compensation (Proposal 3)

As required by the Dodd Frank Act and Section 14A of the Exchange Act, we are also asking our stockholders this year to cast an advisory (non-binding) vote to determine whether the stockholder vote to approve the Company's Named Executive Officer compensation (or the "say-on-pay") should occur every one, two or three years.

After careful consideration, the Board has determined that holding an advisory say-on pay vote every year is the most appropriate policy for the Company at this time and recommends that stockholders vote for future advisory votes to approve the Company's Named Executive Officer compensation to occur every year. While our compensation programs are designed to promote a long-term connection between pay and performance, our Board believes that an annual say-on-pay vote allows our stockholders to provide us with immediate and direct input on our executive compensation plans and programs.

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Stockholder Vote. You may vote for future advisory votes to approve the Company's Named Executive Officer compensation to occur every one, two or three years or you may abstain from voting. 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. If a majority of the votes are not cast for one option, the Board will consider the option of one year, two years or three years that receives the highest number of votes cast by our stockholders as the frequency for the advisory vote on executive compensation that has been selected by our stockholders.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF ''ONE YEAR'' FOR THE ADVISORY VOTE ON THE FREQUENCY FOR FUTURE ADVISORY VOTES TO APPROVE THE COMPANY'S NAMED EXECUTIVE OFFICER COMPENSATION.

Confirmation of Appointment of Ernst & Young LLP, as the Independent Registered Public Accounting Firm of the Company, for the Current Fiscal Year (Proposal 4)

Ernst & Young LLP has been selected by the Audit Review Committee as the principal independent registered public accounting firm for the current fiscal year for us and certain of our subsidiaries. The appointment of Ernst & Young LLP as our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for confirmation. However, our Board of Directors believes that obtaining stockholder confirmation is a sound governance practice.

It is expected that representatives of Ernst & Young LLP will attend the Annual Meeting, with the opportunity to make a statement if they so desire, and, if a representative is in attendance, the representative will be available to answer appropriate questions.

If our stockholders fail to vote on an advisory (non-binding) basis in favor of the confirmation of the appointment of Ernst & Young LLP, the Audit Review Committee will take such actions as it deems necessary as a result of such stockholder vote. Even if the appointment of Ernst & Young LLP is confirmed, the Audit Review Committee may select a different independent registered public accounting firm at any time during fiscal year 2025 if it determines that such a change would be in the best interests of the Company and its stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE CONFIRMATION OF THE APPOINTMENT OF ERNST & YOUNG LLP, AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR 2025.

Audit Fees

2024 and 2023 - Ernst & Young LLP billed or will bill us in the aggregate $4.9 million and $4.6 million, respectively, for professional services rendered by Ernst & Young LLP in each of 2024 and 2023 for the audit of our annual consolidated financial statements for the fiscal years ended December 31, 2024 and 2023 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, 2024 and 2023, as well as for services provided in connection with statutory audits.

Audit-Related Fees

2024 and 2023 - Ernst & Young LLP billed us in the aggregate less than $0.1 million each year for assurance and related services rendered in each of 2024 and 2023, primarily related to annual subscriptions for accounting reference tools.

Tax Fees

2024 and 2023 - Ernst & Young LLP did not provide services and has not billed us fees for professional tax services in 2024 or 2023.

All Other Fees

2024 and 2023 - 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, 2024 and 2023.

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 2025, 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

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approvals are reported to the Audit Review Committee at its next meeting. We provide a summary of approvals and commitments at each general meeting of the Audit Review Committee.

The Audit Review Committee has considered whether the providing of the non-audit services to us by Ernst & Young LLP is compatible with maintaining its independence. As a result of the recommendation of the Audit Review Committee, we have adopted policies limiting the services provided by our independent registered public accounting firm that are not audit or audit-related services.

PART THREE - EXECUTIVE COMPENSATION INFORMATION

Summary of Our Named Executive Officer Compensation Program

The material elements of our 2024 compensation objectives and policies as they relate to the Named Executive Officers listed in the Summary Compensation Table on page 28, referred to as the NEOs, are described below. This discussion and analysis should be read in conjunction with all accompanying tables, footnotes and text in the Proxy Statement.

Our executive compensation program strongly ties the compensation of our NEOs to our short-term and long-term business objectives and to stockholder interests. Key elements of compensation included base salary, annual incentive compensation, long-term incentive compensation and defined contribution retirement benefits.

At our 2024 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.

Executive Compensation Philosophy

The Compensation Committee designed our executive compensation program to help us attract, retain, motivate, and reward highly qualified senior management employees who are capable of creating and sustaining value for our stockholders. The structure of our executive compensation programs helps us provide competitive compensation and benefits packages while aligning the compensation interests of these employees with the interests of the Company and/or the business units for which they are responsible. Our programs also align senior management employees’ compensation interests with the financial performance of the business -- in the short-term, through variable cash compensation based on our degree of financial and operational performance, and in the long-term through equity- and cash-based incentives. The following chart highlights the key considerations behind the development, review and approval of the 2024 compensation for our NEOs:


What We Do						What We Do NOT Do
Equity compensation awards for the Company's most senior executives, including the NEOs, generally must be held for ten years. Equity awards generally cannot be pledged, hedged or transferred during this time without Compensation Committee approval.						We did not provide our NEOs with employment or individual change in control agreements.
We provided limited change in control protections under our incentive and nonqualified deferred compensation plans that only (i) accelerate the time of payment of previously vested incentive benefits and non-qualified retirement benefits and (ii) provide for pro-rata target incentive payments for the year of any change in control.						We did not provide any tax gross-ups.
We provided a modest level of perquisites, the majority of which were paid in cash, that were determined based on market reasonableness.						We did not have any active defined benefit plans.
We use an independent compensation consultant.						We do not encourage excessive risk taking due to the design of our incentive program awards.
We set our target compensation at the 50th percentile of our chosen compensation comparator and delivered compensation above or below this level based on performance.						We do not pay dividends or dividend equivalents on unearned equity awards.
We designed our compensation program to pay for performance, providing the NEOs an opportunity to earn above-target compensation for outstanding results and significantly reduced compensation for results that fall short of the established performance targets for the year.						We do not allow for the hedging or pledging of Company securities.

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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.

Named Executive Officers for 2024

The NEOs for 2024, all of whom are employed by the Company's U.S. operating subsidiary, HYMH, are listed in the table below:


Name						Titles
Rajiv K. Prasad						President and CEO – Hyster-Yale
Alfred M. Rankin, Jr.						Executive Chairman – Hyster-Yale
Scott A. Minder						Senior Vice President, Chief Financial Officer and Treasurer – Hyster-Yale
Anthony J. Salgado (1)						Chief Operating Officer, HYMH - Hyster-Yale
Charles F. Pascarelli						Senior Vice President, President, Americas - HYMH

(1) Effective as of January 1, 2025, Mr. Salgado has been elected as President and Chief Executive Officer, HYMH.

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 2024, Korn Ferry was engaged in general to make recommendations regarding:

•director compensation levels;

•2024 salary midpoints and compensation levels for the Chairman and Chief Executive Officer positions;

•2024 salary midpoints, incentive compensation targets (calculated as a percentage of salary midpoint) and total target compensation for all senior management positions;

•2024 salary midpoints and/or midpoint range movement for all other employee positions; and

•mid-year salary point levels, salary midpoints and incentive targets for all new senior management positions and/or changes to current senior management positions.

All salary point recommendations are determined through the consistent application of the Korn Ferry salary point methodology, which is a proprietary method that takes into account the know-how, problem-solving and accountability requirements of the position. In 2024, a representative of Korn Ferry attended one meeting of the Compensation Committee and consulted with the Compensation Committee in executive session without management present.

Korn Ferry also provided limited non-executive compensation consulting services to the Company in 2024. 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 2024, 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 2024, participants in the General Industrial survey included 665 parents covering approximately 1.1 million individuals, which satisfied Korn Ferry's quality assurance controls and represented almost all segments of industry (including manufacturing, but excluding retail and finance segments).

The Compensation Committee chose this particular survey as its comparative compensation information for the following reasons:

•it provides relevant information regarding the compensation paid to employees, including senior management employees, with similar skill sets used in our industry and represents the talent pool from which we recruit;

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•the use of a broad-based survey reduces volatility and lessens the impact of cyclicality or market dynamics in any one industry that could otherwise skew the survey results in any particular year; and

•it provides a competitive framework for recruiting employees from outside of our industry.

Using its proprietary salary point methodology, Korn Ferry compares positions of similar scope and complexity with the data contained in the General Industrial survey. Korn Ferry then derives a median salary level for each salary point level targeted at the 50th percentile of the General Industrial survey (the "salary midpoint"). The Compensation Committee typically sets the salary midpoint for each of the NEOs at 100% of the salary midpoint recommended by Korn Ferry. The Compensation Committee believes that the use of salary midpoints helps ensure that our compensation program provides sufficient compensation to attract and retain talented executives and maintain internal pay equity, without overcompensating our employees. Because salary midpoints are based on each salary point level, all of the employees at a particular salary point level generally have the same salary midpoint, with some geographic differences. The salary midpoints provided by Korn Ferry are then used to calculate the total target compensation of the NEOs.

Compensation Policies, Objectives and Methodology - Total Target Compensation

The guiding principle of our compensation program is the maintenance of a strong link among an employee's compensation, individual performance and the performance of the Company or the subsidiary or business unit for which the employee has responsibility. The primary objectives of our compensation program are to:

•attract, retain and motivate talented management;

•reward management with competitive total compensation for achievement of specific corporate and individual goals;

•make management long-term stakeholders in the Company;

•help ensure that management's interests are closely aligned with those of our stockholders; and

•maintain consistency in compensation among all of the Company's direct and indirect subsidiaries.

The Compensation Committee establishes comprehensively defined "target total compensation" for each NEO following rigorous evaluation standards to help maintain internal equity. In this process, the Compensation Committee annually reviews the following information for each of the NEOs for the current year, as well as that being proposed for the subsequent year:

•salary midpoint, as determined by Korn Ferry from the similarly-sized companies in the General Industrial survey;

•cash in lieu of perquisites (if applicable);

•short-term incentive target dollar amount (determined by multiplying the salary midpoint by a specified percentage of that midpoint, as determined by the Compensation Committee, with advice from Korn Ferry, for each salary grade);

•long-term incentive target dollar amount (determined in the same manner as the short-term incentive target);

•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 2024 compensation program. The Compensation Committee determined that the overall program continued to be consistent with our compensation objectives and did not make any material changes to the elements of the NEOs' total target compensation for 2024.

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. 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.

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The following table sets forth target total compensation for the NEOs, as recommended by Korn Ferry and approved by the Compensation Committee for 2024:


Named Executive Officer	(A) Salary Midpoint ($)(%)		(B) Cash in Lieu of Perquisites ($)(%)(1)		(C) Short-Term Plan Target ($)(%)		(D) Long-Term Plan Target ($)(%)(2)		(A)+(B)+(C)+(D) Target Total Compensation ($)
Rajiv K. Prasad	$1,184,300	20%	$45,000	1%	$1,184,300	20%	$3,404,863	59%	$5,818,463
Alfred M. Rankin, Jr.	$1,041,900	22%	$40,000	1%	$937,710	20%	$2,636,007	57%	$4,655,617
Scott A. Minder	$502,500	41%	$20,000	2%	$251,250	21%	$433,406	36%	$1,207,156
Anthony J. Salgado	$797,500	29%	$30,000	1%	$558,250	21%	$1,329,831	49%	$2,715,581
Charles F. Pascarelli	$595,200	37%	$20,000	1%	$357,120	23%	$616,032	39%	$1,588,352

(1)The NEOs are paid a fixed dollar amount of cash ratably throughout the year in lieu of perquisites. The applicable dollar amounts were approved by the Compensation Committee following an analysis performed by Korn Ferry in 2023 and will remain in effect through 2026. Based on this analysis, the Compensation Committee set a defined perquisite allowance for each NEO, based on the salary point level of the position. This approach satisfies our objective of providing competitive total compensation to our NEOs while recognizing that perquisites are largely just another form of compensation.

(2)The amounts shown include a 15% increase from the Korn Ferry-recommended long-term plan target awards that the Compensation Committee applies each year to account for the immediately taxable nature of the awards issued under the Hyster-Yale, Inc. (f/k/a Hyster-Yale Materials Handling, Inc.) 2020 Long-Term Equity Incentive Plan (the "Equity Long-Term Plan"). See "Long-Term Incentive Compensation" beginning on page 23.

Target total compensation is supplemented by health and welfare benefits and retirement benefits, which consist of both (i) qualified defined contribution plans and (ii) U.S. nonqualified deferred compensation arrangements, including the Hyster-Yale Group, Inc. Executive Excess Retirement Plan ("Executive Excess Plan") and the Hyster-Yale Group, Inc. Excess Retirement Plan (the "Excess Plan" and together with the Executive Excess Plan, the "Excess Plans").

Base Salary

The Compensation Committee fixes an annual base salary intended to be competitive in the marketplace to recruit and retain talented employees. Base salary is intended to provide employees with a set amount of money during the year with the expectation that they will perform their responsibilities to the best of their ability and in our best interests.

For 2024, the Compensation Committee determined the base salaries for the NEOs by generally taking into account their individual performance for 2023 and the relationship of their 2023 base salary to the new 2024 salary midpoint for their salary point level. The Compensation Committee also took into account other relevant information, including:

•general inflation, salary trends and economic forecasts provided by Korn Ferry; and

•general budget considerations and business forecasts provided by management.

Employees with lower base salaries compared to their salary midpoint and/or superior performance have the potential for larger salary increases. Employees with higher base salaries compared to their salary midpoint and/or who have performed less effectively during the performance period have the potential for smaller increases or even no increase.

Based on the factors described above, the following table sets forth the salary information for each NEO for 2024:


Named Executive Officer	Salary Midpoint Determined by Korn Ferry ($)	Base Salary for 2024 and as a Percentage of Salary Midpoint ($)(%)		Change Compared to 2023 Base Salary (%)
Rajiv K. Prasad	$1,184,300	$1,040,377	87.8%	7.0%
Alfred M. Rankin, Jr.	$1,041,900	$1,041,926	100.0%	3.5%
Scott A. Minder	$502,500	$455,800	90.7%	6.0%
Anthony J. Salgado	$797,500	$671,713	84.2%	9.0%
Charles F. Pascarelli	$595,200	$594,672	99.9%	5.0%

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 2024, all 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 with the Short-Term Plan, the "Incentive Plans").

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Overview. Our Incentive Plans are designed to align the compensation interests of the senior management employees with the Company's short-term and long-term interests. A significant portion of the NEOs' compensation is linked directly to the attainment of specific financial and operating targets under the Incentive Plans. For 2024, the sum of each of the NEO's incentive compensation target award opportunities exceeded the sum of each NEO's fixed payments (base salary plus perquisite allowance).

The performance criteria and target performance levels for the Incentive Plans are established annually by the Compensation Committee and are based upon management's recommendations as to our performance objectives for the year. Two types of performance targets were adopted for use in the Incentive Plans for 2024:

•Targets Based on Annual Operating Plan. Certain performance targets were based on forecasts contained in the 2024 annual operating plan ("AOP") and it is possible that the level of performance could be above or below the specified performance target. With respect to these targets, there was an expectation that these performance targets would be met during the year. If the performance target was not met on a particular measure, the participants would not receive a portion of the award that was based on that measure.

•Targets Based on Long-Term Strategic Objectives. Other performance targets were not based on the 2024 AOP. Rather, they were based on long-term strategic objective goals established by the Compensation Committee. Because these targets were not based on the AOP, it is possible that the level of expected performance may be above or below the specified performance target for the year. The Strategic Objectives list under the Equity Long-Term Plan is an example of a target based on longer-term, project-based objectives that the Compensation Committee believed we should deliver over the long-term, not the performance that was expected in the current year or the near term.

Each NEO was eligible to receive a short-term incentive award and a long-term incentive award based on a target incentive amount that was equal to a percentage of salary midpoint. However, the final payout may be higher or lower than the targeted amount.

Calculation and Payment Overview. Awards under the Incentive Plans are determined as follows:

•Target awards for each executive were equal to a specified percentage of the executive's 2024 salary midpoint, based on the number of salary points assigned to the position and the appropriate level of short-term and long-term incentive compensation targets recommended by Korn Ferry and adopted by the Compensation Committee at that level. The Compensation Committee then increased the target amounts under the Equity Long-Term Plan by 15% to account for the immediately taxable nature of the awards.

•The plans have a one-year performance period. Final awards are determined after year-end by comparing actual performance to the pre-established performance targets that were set by the Compensation Committee.

•The Compensation Committee, in its discretion, may increase, decrease or eliminate awards and may approve the payment of awards where performance would otherwise not meet the minimum criteria set for payment of awards.

•Short-Term Plan awards are paid annually in cash. Equity Long-Term Plan awards are paid annually in a combination of cash and restricted shares of Class A Common.

•All shares of Class A Common awarded under the Equity Long-Term Plan are fully-vested when issued but contain ten-year transfer restrictions for our NEOs. The transfer restrictions on the awards to our NEOs under our Equity Long-Term Plan provide an incentive over the ten-year restricted period to increase the value of the Company, which is expected to be reflected in the increased value of the stock awarded. The Compensation Committee believes that this encourages our NEOs to maintain a long-term focus on our profitability, which is in the stockholders' best interests.

•The maximum awards under the Short-Term Plan could not exceed 150% of the target award level. The cash-denominated awards under the Equity Long-Term Plan could not exceed 200% of the target award level (or the greater of $12,000,000 and the fair market value of 50,000 shares of Class A Common, determined at the time of payment).

•Refer to "Limited Change in Control Benefits" on page 26 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 20 and adopted performance criteria and target performance levels to determine the 2024 incentive compensation awards. The Committee believed that the 2024 performance criteria and targets supported an emphasis on Company profitability by encouraging performance on factors that had the greatest opportunity to affect 2024 results. In addition, the 2024 incentive performance criteria reinforced the Company's clear commitment to the execution of key strategic projects that are designed to drive medium- to long-term success. The 2024 incentive performance criteria contained two of five metrics utilized for 2023 incentive performance criteria: lift truck new units bookings adjusted standard margin percentage and lift

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truck consolidated operating profit. Lift truck consolidated total revenue was utilized to capture the Company's economic position in the market and to recognize the importance of all revenue streams. New units bookings as a percentage of target revenue was utilized to recognize the impact of bookings as a factor in the Company's total revenue and both current and future profitability. Finally, lift truck average inventory as a percentage of adjusted standard cost was utilized to reinforce the importance of inventory and the 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.

•Operating Profit Dollar "Phase-In". The Compensation Committee adopted an operating profit dollar "phase-in" feature for the Incentive Plans in 2024. The operating profit "phase-in" provides participants with additional motivation to deliver outstanding performance. As long as operating profit equals or exceeds 50% of the annual operating plan, participants are eligible to receive 100% payout of their overall incentive plan target, subject to performance criteria discussed above. If the operating profit dollar target is not achieved, payouts are reduced based upon a range of operating profit dollar performance up to and including no payout if no operating profit were achieved. Because the Company achieved the operating profit dollar "phase-in" target in 2024, which was 50% of the lift truck consolidated operating profit, there was no such adjustment made to the Incentive Plans.

•Adjustments. In calculating the various 2024 Incentive Plans' performance targets and results, certain adjustments were established by the Compensation Committee at the time the 2024 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 2024 AOP (for example, changes in laws or regulations, restructuring expenses, acquisition-related expenses and the post-acquisition impact of business acquisitions). The Compensation Committee also approved additional immaterial adjustments for certain special items that occurred during 2024 and were not known or considered at the time the 2024 AOP was established.

•Return on Total Capital Employed ("ROTCE") Performance Factor. For the 2024 performance period, the Company's Adjusted Consolidated ROTCE - Global is calculated as: (i) Earnings Before Interest After-Tax after adjustments divided by (ii) Total Capital Employed after adjustments. Earnings Before Interest After-Tax is equal to Income before Income Taxes excluding interest expense, less 25% for taxes. Total Capital Employed is equal to (i) the sum of the average debt and average stockholders' equity less (ii) average consolidated cash and goodwill and less (iii) average investment in Bolzoni and Nuvera (for Lift Truck only). Average debt, stockholders' equity and consolidated cash are calculated by taking the sum of the balance at the beginning of the year and the balance at the end of each of the next 12 months divided by 13.

•Nuvera Performance Goals. For 2024, 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 2024, the Short-Term Plan metrics for certain of the NEOs were based in part on specific Bolzoni-related performance criteria, as described in the following tables.

Short-Term Incentive Compensation

The purpose of our Short-Term Plan is to align senior management employees’ compensation interests with the investment interests of our stockholders through variable cash compensation based on our degree of financial and operational performance. For 2024, the Short-Term Plan was designed to provide target short-term incentive compensation to the NEOs of between 50% and 100% of salary midpoint, depending on the NEO's position. The table below shows the 2024 target awards approved by the Compensation Committee for each NEO under the Short-Term Plan for 2024:


Named Executive Officer	(A) 2024 Salary Midpoint ($)	(B) Short-Term Plan Target as a % of Salary Midpoint (%)	(C) = (A) x (B) Short-Term Plan Target ($)	(D) 2024 Short-Term Plan Payout (%)(1)	(E) = (C) x (D) 2024 Short-Term Plan Payout ($)	(F) = (E)/(A) Short Term Plan Payout as a % of Salary Midpoint
Rajiv K. Prasad	$1,184,300	100.0%	$1,184,300	81.685%	$967,395	81.68%
Alfred M. Rankin, Jr.	$1,041,900	90.0%	$937,710	81.685%	$765,968	73.52%
Scott A. Minder	$502,500	50.0%	$251,250	89.7%	$225,371	44.85%
Anthony J. Salgado	$797,500	70.0%	$558,250	89.7%	$500,750	62.79%
Charles F. Pascarelli	$595,200	60.0%	$357,120	96.0%	$342,835	57.60%

(1) As shown on the detailed Short-Term Plan payout tables below, the different payout percentages were based on the different performance criteria that applied to each NEO in 2024.

The following tables show detailed calculations of the performance criteria established by the Compensation Committee for 2024 under the Short-Term Plan to determine final incentive compensation payments for the NEOs.

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Short-Term Incentive Criteria for Messrs. Minder and Salgado. One hundred percent (100%) of the 2024 Short-Term Plan targets for Messrs. Minder 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 Total Revenue	20%	$4,366,300,000	$4,113,800,000	88.4%	17.7%
Lift Truck New Units Bookings % of Target Revenue	15%	100.00%	72.80%	40.0%

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