Britton T. Taplin

About Britton T. Taplin

Britton T. Taplin, 68, is an independent director of Hyster‑Yale (HY) who has served on the Board since 2012. He is self‑employed in personal investments, is the grandson of NACCO’s founder, and also serves on the boards of NACCO and Hamilton Beach Brands Holding Company (HBBHC), bringing long‑tenured shareholder perspective and company/industry familiarity to HY’s Board . He is designated independent under NYSE standards, attended at least 75% of meetings during 2024, and currently serves on HY’s Finance Committee (member) .

Past Roles

External Roles

Board Governance

• Independence and attendance: Taplin is “Yes” for independence in HY’s committee matrix; Board held 4 meetings in 2024, and all directors met the ≥75% attendance standard .
• Committees: Finance Committee member; no chair roles .
• Executive sessions: Independent directors met in executive session (without management) on February 13, 2024 .
• Controlled company status: HY may qualify as a “controlled company” under NYSE rules, but the Board has elected not to use exemptions—majority‑independent board; Audit, Nominating & Corporate Governance (NCG), and Compensation committees fully independent with written charters and annual evaluations .
• Committee scopes (select):
  • Finance Committee oversees financing and financial risk management strategies and makes recommendations to the Board .
  • Audit Review Committee oversees financial reporting, internal controls, cybersecurity, and reviews related‑party transactions .
  • NCG Committee oversees board composition/evaluations, governance policies, and director education .
  • Compensation & Human Capital Committee oversees executive pay/human capital strategy and uses an independent consultant; also periodically reviews director compensation .

Fixed Compensation

2023–2024 director compensation (as reported for service on HY and certain subsidiaries):

Compensation structure (Non‑Employee Directors’ Plan, 2024 terms):

• Annual retainer: $216,000, of which $145,000 is paid in Mandatory Shares; committee membership fee: $12,500 per committee; additional chair retainers: $20,000 (Audit), $15,000 (Compensation), $10,000 (other committee chairs) .
• Perquisites: company‑paid life insurance ($50,000), AD&D insurance for director and spouse, $10 million personal excess liability insurance, and matching charitable gifts up to $5,000/year .
• Logistics: retainers/fees paid quarterly; occasional private aircraft offered for meeting attendance .

Performance Compensation

Director equity is service‑based (no performance metrics); shares are granted under the Non‑Employee Directors’ Plan.

Other Directorships & Interlocks

• Governance context: HY acknowledges it may be a “controlled company” but chooses not to rely on exemptions; committees remain fully independent per NYSE/SEC standards .

Expertise & Qualifications

• Long‑tenured family shareholder perspective (grandson of NACCO’s founder) and >14 years of HY board experience; deep knowledge of the lift truck industry and HY operations .
• Current public company board experience at NACCO and HBBHC broadens oversight exposure .

Equity Ownership

Beneficial ownership of HY Class A and Class B Common (as of March 1, 2025, unless noted):

Ownership details and restrictions:

• Deemed to share voting/dispositive power over Class A shares held by Abigail (326,532 shrs) and Corky (239,660 shrs) as a manager with Frank F. Taplin; disclaims beneficial ownership beyond pecuniary interest .
• Deemed to share voting/investment power over 11,510 Class A shares held by spouse; disclaims beneficial ownership .
• Pledged 384,451 Class A shares (pledging is a governance red flag) .
• Directors may receive additional shares within 60 days after March 1, 2025 via quarterly retainer share issuance (actual number determined by quarterly average closing price); not included in table .
• Director grants are immediately vested; no outstanding director equity awards at year‑end 2024 .

Governance Assessment

• Strengths

  • Independence and engagement: Independent under NYSE standards; attended ≥75% of 2024 Board/committee meetings; Board held four meetings; independent directors held at least one executive session (Feb 13, 2024) .
  • Committee structure/controls: Fully independent Audit/NCG/Compensation committees despite potential “controlled company” status; clear risk oversight delineation; Audit oversees related‑party transactions and cybersecurity .
  • Transparent director compensation framework with material stock component through Mandatory Shares supporting alignment; clearly disclosed perquisites and fees .

• Concerns / RED FLAGS

  • Shares pledged: Britton T. Taplin has pledged 384,451 Class A shares—pledging can weaken alignment and elevate forced‑sale risk under adverse conditions. RED FLAG .
  • Family/control ecosystem and interlocks: Extensive family ties and recurring cross‑directorships among HY, NACCO, and HBBHC could pose perception risks around independence despite formal NYSE independence determinations .
  • Concentrated ownership structures (e.g., family groups, entities like Abigail and Corky) and shared voting power may complicate governance optics even with disclaimers of beneficial ownership beyond pecuniary interest .

• Compensation mix observations

  • For 2024, stock awards ($139,078) comprised a substantial portion of Taplin’s director compensation, consistent with the plan’s $145,000 Mandatory Shares design, while cash fees were $83,609 and perquisites/other were $8,084 .
  • Year‑over‑year, reported stock award fair value and cash fees were lower in 2024 than 2023; director awards vest when granted and no awards remain outstanding at year‑end .

• Overall implication

  • Taplin offers valuable institutional memory and industry familiarity; however, the pledged‑share position and deep family/cross‑board interlocks represent governance risk indicators that investors should monitor alongside HY’s commitment to maintain fully independent key committees and avoid “controlled company” exemptions .