Carolyn Corvi

About Carolyn Corvi

Independent director of Hyster‑Yale, Inc. (HY); retired Vice President & General Manager – Airplane Programs at The Boeing Company. Age 73; HY director since 2012 (≈13 years of service); recognized for general management and large‑scale industrial operations expertise. Current status: Independent; serves across multiple key board committees, including as Chair of the Planning Advisory Committee .

Past Roles

External Roles

Board Governance

• Committee assignments and chair roles (2024): Audit Review (member), Nominating & Corporate Governance (member), Compensation & Human Capital (member), Planning Advisory (Chair), Finance (member), Executive (member) .
• Independence: Classified as independent; HY’s Audit, NCG, and Compensation Committees are entirely independent despite HY’s “controlled company” eligibility; HY does not use controlled‑company exemptions .
• Attendance/engagement: Board met 4 times in 2024; all directors attended ≥75% of Board/committee meetings; independent directors held an executive session on Feb 13, 2024; all directors attended the 2024 annual meeting .
• Lead independent director: HY does not assign a lead independent director; committee chair presides over independent executive sessions based on topic .
• Related‑party oversight: Audit Review Committee reviews all related‑party transactions; Corvi serves on this committee .

Fixed Compensation

Director compensation structure (Non‑Employee Directors’ Plan):

• Annual retainer $216,000; $145,000 paid in Mandatory Shares; directors may elect additional Voluntary Shares for remaining retainer/fees .
• Committee membership fee: $12,500 per committee (excluding Executive Committee) .
• Chair premiums: $20,000 (Audit Chair); $15,000 (Compensation Chair); $10,000 for other committee chairs (e.g., Planning Advisory) .
• Mandatory Shares: fully vested at grant; 10‑year transfer restrictions with limited early‑lapse conditions; Voluntary Shares not subject to transfer restrictions .

Performance Compensation

• No performance‑conditioned director pay. Equity granted to directors (Mandatory/Voluntary Shares) is immediately vested; Mandatory Shares carry long transfer restrictions (alignment mechanism), not performance criteria; HY does not grant stock options to directors .

Other Directorships & Interlocks

No compensation committee interlocks: HY discloses no comp committee interlocks involving HY executives; supports independence of comp oversight .

Expertise & Qualifications

• General management and complex manufacturing/operations leadership (Boeing airplane programs) .
• Multi‑committee governance experience at HY (Audit, NCG, Compensation, Finance, Executive) and Chair of Planning Advisory, supporting strategy/M&A advisory and risk oversight .
• Proxy‑highlighted ability to contribute to strategy and risk management at large public companies .

Equity Ownership

Ownership alignment and trading policies:

• Directors receive a substantial portion of compensation in HY equity with a 10‑year transfer restriction on Mandatory Shares (long‑term alignment) .
• Hedging prohibited for directors; pledging of non‑restricted shares requires prior approval from the General Counsel .

Governance Assessment

• Positives

  • Deep industrial operations background complements HY’s manufacturing profile; multi‑committee service and Planning Advisory chair role enhance board effectiveness in strategy and capital allocation .
  • Strong independence signals: fully independent membership on key committees; robust related‑party review process; HY declines controlled‑company exemptions .
  • Alignment: Significant mandatory equity retainer with 10‑year hold fosters long‑term orientation; hedging prohibition further aligns interests .
  • Shareholder support environment: Say‑on‑pay received over 99% approval in 2024, indicating broad investor confidence in compensation governance .

• Watch items / RED FLAGS to monitor

  • No lead independent director; while committee chairs preside in executive sessions, some investors prefer formal LID structure for independent leadership .
  • Controlled‑company voting dynamics (dual‑class with concentrated Class B control) remain a structural governance consideration, notwithstanding HY’s choice not to use exemptions .

• Attendance/engagement

  • Board met 4 times in 2024; all directors attended ≥75% of Board/committee meetings; independent directors met in executive session; all directors attended the 2024 annual meeting .

• Related‑party exposure

  • No Corvi‑specific related‑party transactions disclosed. Audit Committee (of which Corvi is a member) approves/monitors related‑party dealings under formal policy .

• Director trading compliance

  • Section 16 compliance: 2024 filings for officers/directors were in order; no delinquent filings noted for directors (single late Form 3 related to another executive due to administrative error) .