Ann A. O'Hara
About Ann A. O’Hara
Ann A. O’Hara (age 54) is an independent director of Hyster-Yale, Inc., appointed November 13, 2024. She is President of Huhtamaki OYJ’s North America segment (2020–present), bringing global operating experience across industries, acquisitions, programs, cultures, and stakeholders; the board states she strengthens governance and oversight capabilities . Board tenure: Director since 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huhtamaki OYJ (North America) | President | 2020–present | Global operating leadership; drives governance oversight per HY board skills statement |
External Roles
| Entity | Role | Public Company Board? | Notes |
|---|---|---|---|
| Huhtamaki OYJ (North America Segment) | President | Not disclosed as a board role | Executive role; no HY-related related-party transaction disclosed in proxy |
Board Governance
- Independence: The board determined Ms. O’Hara is independent; she serves on committees composed entirely of independent directors .
- Committee assignments: Audit Review Committee (member); Planning Advisory Committee (member). No chair roles .
- Attendance and engagement: Board met 4 times in 2024; all directors attended at least 75% of board and applicable committee meetings during their tenure; all then-serving directors attended the 2024 annual meeting . Independent directors held an executive session on February 13, 2024 .
- Committee oversight scope: Audit Review (financial reporting, internal controls, related-party transactions, cybersecurity); Planning Advisory (operations, M&A advisory, oversight of evolving structure/stockholder base) .
| Committee | Role | 2024 Meetings | Independence | Key Oversight Areas |
|---|---|---|---|---|
| Audit Review | Member | 6 | All members independent and financially literate | Financial statements, internal controls, legal/regulatory compliance, related-party transactions, cybersecurity |
| Planning Advisory | Member | 3 | Committee includes independent directors | Operational advice; preliminary review of acquisitions/divestitures; oversight of stockholder interests and structure |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 12,815 | 16,817 | 2,025 | 31,657 |
Director compensation program structure:
- Annual retainer: $216,000, of which $145,000 paid in Mandatory Shares under the Non-Employee Directors’ Plan; committee membership fees $12,500 per committee; committee chair retainers $10,000 (NCG/Planning/Finance) and higher retainers for Audit ($20,000) and Compensation Chair ($15,000) .
- Mandatory Shares are fully vested at grant but subject to transfer restrictions (generally up to 10 years); Voluntary Shares (optional election to take additional fees in stock) are fully vested and not subject to the transfer restrictions .
- Insurance/perks: Company-paid life insurance ($50k), AD&D for director and spouse, personal excess liability ($10M), matching charitable contributions up to $5,000 per year .
Performance Compensation
| Item | Disclosure |
|---|---|
| Performance-based metrics tied to director pay | None; director pay consists of cash retainers and annual stock grants under the Non-Employee Directors’ Plan without performance-based vesting. Mandatory Shares have time-based transfer restrictions; no performance hurdles . |
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | Ms. O’Hara was recommended by current board members and the Nominating & Corporate Governance Committee; no disclosed external public company board service in the last five years . |
Board-level governance context:
- HY may qualify as a “controlled company” due to Rankin families’ ownership but elects not to use NYSE controlled-company governance exemptions; Audit, NCG, and Compensation committees are fully independent .
- No lead independent director; presiding independent committee chair rotates by meeting subject matter .
- NCG Committee may consult with Rankin and Taplin family members regarding board composition .
Expertise & Qualifications
- Global executive experience across operations and acquisitions; governance and oversight capabilities highlighted by HY .
- Audit committee service indicates financial literacy; Audit Committee determined all members are financially literate under NYSE and SEC rules .
Equity Ownership
| Security | Beneficially Owned | Pledged/Hedged | Notes |
|---|---|---|---|
| Class A Common | 330 shares | No pledge footnote disclosed for O’Hara | Mandatory director shares are fully vested but generally transfer-restricted up to 10 years; Voluntary Shares (if elected) are not restricted . |
| Class B Common | 0 shares | — | Dual-class structure: Class B carries 10 votes per share; families collectively control 94%+ of Class B voting power . |
Section 16 compliance:
- Company reports all officers/directors complied with Section 16(a) filing requirements in 2024, except one late Form 3 by a different executive officer; no delinquency attributed to Ms. O’Hara .
Governance Assessment
- Independence and effectiveness: Independent director with Audit Review and Planning Advisory roles; Audit responsibilities include cybersecurity and related-party oversight, supporting investor confidence in risk controls .
- Alignment: Mandatory stock grants and long transfer restrictions promote long-term alignment; director equity is immediately vested but transfer-restricted, reinforcing ownership continuity .
- Attendance/engagement: Board and committees met regularly (board 4x; Audit 6x; Planning 3x) with at least 75% attendance for all directors; independent director executive session held, indicating engagement of non-management directors .
- Compensation: Standard market-consistent structure without performance-based vesting; no meeting fees disclosed, with compensation delivered via cash retainer plus stock awards and limited insurance/perks .
RED FLAGS
- Controlled company dynamics and dual-class voting: Rankin family and related entities hold 94%+ of Class B, representing 66.82% of combined voting power; NCG Committee may consult family members on board composition; no lead independent director. These features can concentrate influence and warrant monitoring of independent oversight .
- Share pledging: Significant pledging disclosed by other directors (e.g., Britton T. Taplin has pledged 384,451 Class A shares; various GST pledges of Class B by other family members), though no pledging disclosed for O’Hara. Pledging by insiders can be a governance risk indicator at the company level .
Overall, Ann A. O’Hara appears independent, with audit and operating oversight responsibilities, no disclosed related-party transactions or filing delinquencies, and alignment via mandatory stock grants. Board-level structural risks (dual-class control, family influence, rotating presiding independent without a designated lead) should be weighed alongside committee independence and strong attendance disclosures .