Charles F. Pascarelli
About Charles F. Pascarelli
Senior Vice President and President, Americas at Hyster-Yale Group (HYMH), serving in this role since prior to 2019; age 64 as disclosed in the company’s FY 2023 10-K executive officers section. Education is not disclosed. Hyster-Yale’s pay-versus-performance shows company TSR of +18.81% in 2023 and approximately -0.54% in 2024; GAAP net income improved from $(71.6) million in 2022 to $128.1 million in 2023 and $144.2 million in 2024, while Lift Truck consolidated operating profit rose to $237.1 million in 2023 and $296.7 million in 2024, indicating strong execution across the business during his ongoing tenure overseeing the Americas segment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Hyster-Yale Group (HYMH) | Senior Vice President, President, Americas | Prior to 2019 – present | Executive leadership of Americas segment including revenue, bookings, margins, inventory, and operating profit performance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Base Salary | $594,672 | 99.9% of salary midpoint ($595,200) |
| Perquisite Cash Allowance | $20,000 | Set via Korn Ferry analysis; fixed through 2026 |
Performance Compensation
2024 Short-Term Incentive (Americas) – Metrics and Outcomes
| Metric | Weighting | Target | Actual | Achievement | Payout Contribution |
|---|---|---|---|---|---|
| Americas Total Revenue ($) | 20% | $3,102,100,000 | $3,099,900,000 | 99.9% | 20.0% |
| Americas (ex-Brazil) New Units Bookings % of Target Revenue | 15% | 100.00% | 79.20% | 40.0% | 6.0% |
| Americas (ex-Brazil) New Units Bookings Adjusted Standard Margin % | 20% | 17.2% | 23.6% | 150.0% | 30.0% |
| Lift Truck Average Inventory as % of Adjusted Standard Cost | 25% | 23.5% | 27.7% | 40.0% | 10.0% |
| Americas Operating Profit ($) | 20% | $254,800,000 | $331,200,000 | 150.0% | 30.0% |
| Final Americas Payout % | 100% | — | — | — | 96.0% |
- 2024 Short-Term Plan target: $357,120 (60% of midpoint); actual cash payout: $342,835 (96.0% of target) .
- Vesting: Cash paid after year-end; not subject to equity transfer restrictions .
2024 Equity Long-Term Plan – Metrics and Outcomes
| Metric | Weighting | Target | Actual | Achievement | Payout Contribution | Vesting/Transfer Terms |
|---|---|---|---|---|---|---|
| ROTCE (Adjusted Consolidated – Global) | 50% | 32.80% | 38.60% | 200.0% | 100.0% | Shares fully vested at grant; 10-year transfer restriction for NEOs |
| Strategic Objectives List | 50% | 100.0% | 97.7% | 97.7% | 48.9% | Shares fully vested at grant; 10-year transfer restriction |
| Total Corporate Lift Truck Payout | 100% | — | — | — | 148.9% | As above |
- 2024 Equity Long-Term Plan cash-denominated payout (used for comp analysis): $917,272; fair value of equity portion recorded in SCT: $1,010,392 .
- Grant and vesting date: February 14, 2025; number of shares initially issued: 13,063; net shares after tax settlement: 11,046; value realized on vesting: $582,864 (at $52.767 average price on grant date) .
Multi-Year Compensation (SCT disclosure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $554,296 | $586,354 | $614,672 |
| Stock Awards ($) | $284,561 | $1,159,396 | $689,295 |
| Non-Equity Incentive Plan Comp ($) | $281,694 | $669,592 | $663,931 |
| Change in Pension Value & NQDC Earnings ($) | $7,946 | $18,242 | $20,924 |
| All Other Compensation ($) | $75,783 | $176,114 | $196,016 |
| Total ($) | $1,422,441 | $2,609,698 | $2,184,838 |
- 2024 “All Other Compensation” detail (employer contributions and benefits) totals $196,016, including excess plan matching ($19,442), excess plan profit sharing ($125,250), tax-favored matching ($10,350), tax-favored profit sharing ($35,650), employer-paid life insurance ($1,959), other ($3,365) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Class A) | 57,435 shares; percent of class: “*” (less than 1.00%) |
| Recent Equity Vesting (2024 award, granted 2/14/2025) | 11,046 shares acquired on vesting; value realized $582,864; initially issued 13,063 shares with net share settlement for taxes |
| Stock Ownership Guidelines | No formal minimum ownership requirement; equity awards must be held for 10 years (NEOs) |
| Hedging/Pledging | Hedging prohibited; pledging of non-restricted shares requires prior approval; restricted shares subject to long holding periods |
| Options | Company does not sponsor stock option plans; no options held or granted |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | None; no individual employment or change-in-control agreements for NEOs |
| Severance | Broad-based severance applies to all U.S. employees; severance pay and continuation of certain health benefits based on length of service |
| Change-in-Control | Pro-rated target award for year of change-in-control; no tax gross-ups; estimated value for Pascarelli based on 2024 targets: $1,236,834 (approx. 35% cash, remainder restricted stock) |
| Clawbacks | Mandatory clawback for restatements (3-year recovery period) plus supplemental clawback at Board discretion; applies to incentive-based compensation |
| Non-Compete/Non-Solicit | Not disclosed in proxy/filings; standard policies not detailed |
Performance & Track Record
Company Financial Performance (FY, USD)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | $2,812,100,000 | $3,075,700,000 | $3,548,300,000 | $4,118,300,000 | $4,308,200,000 |
| EBITDA ($) | $88,000,000* | $(45,900,000)* | $(500,000)* | $250,900,000* | $311,500,000* |
Values marked with an asterisk were retrieved from S&P Global.
Pay Versus Performance (Selected measures)
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (value of $100 investment, yearly change) | $3.95 | $(26.69) | $(53.02) | $18.81 | $(0.54) |
| Net Income (Loss) ($mm) | $38.5 | $(183.2) | $(71.6) | $128.1 | $144.2 |
| Lift Truck Consolidated Operating Profit ($mm) | $54.3 | $(37.7) | $24.6 | $237.1 | $296.7 |
Compensation Structure Analysis
- Equity-heavy, long-term orientation: Equity Long-Term Plan awards are fully vested but locked up via a 10-year transfer restriction for NEOs, closely aligning long-term interests and naturally dampening near-term selling pressure .
- Strong pay-for-performance: 2024 STIP payout of 96% for Americas was driven by outperformance on margin and operating profit, even as bookings % of target revenue underachieved; LTIP paid at 148.9% due to ROTCE outperformance and near-target strategic execution .
- No options and no tax gross-ups: Reduces leverage-driven risk and shareholder-unfriendly practices; change-in-control economics limited to pro-rated target payouts without gross-ups .
- Say-on-pay: 2024 stockholders overwhelmingly approved NEO compensation (>99%), supporting program design continuity into 2025 .
Related Party Transactions and Red Flags
- Hedging prohibited; pledging controlled via prior-approval and long transfer restrictions on restricted shares, reducing misalignment risk .
- No option repricing, and company does not grant stock options .
- No individual employment agreements or tax gross-ups; limited change-in-control benefits mitigate excessive parachute concerns .
- No specific legal proceedings or related-party transactions identified for Pascarelli in proxy disclosures; beneficial ownership table lists his direct Class A holding without pledge annotations .
Deferred Compensation and Retirement
| Plan | Exec Contributions (2024) | Employer Contributions (2024) | Aggregate Earnings (2024) | Withdrawals/Distributions (2024) | Year-end Balance (12/31/2024) |
|---|---|---|---|---|---|
| Excess Plan (U.S. Nonqualified DC) | $88,601 | $144,692 | $30,389 | $218,500 | $263,682 |
- Defined benefit pension: Not applicable; NEOs do not accrue DB pension benefits .
- Defined contribution: Matching and profit-sharing contributions consistent with NEO formulas; Pascarelli’s 2024 employer contributions disclosed in “All Other Compensation” detail .
Investment Implications
- Alignment and retention: Ten-year transfer restrictions on equity awards materially align Pascarelli’s incentives with long-term value creation and limit near-term selling pressure, a constructive signal for equity holders .
- Performance levers: Americas incentives focus on revenue, bookings, margin, inventory, and operating profit—observed 2024 outperformance in margins and operating profit suggests disciplined execution in pricing/mix and cost control; sustained focus on these metrics is supportive of free cash flow and returns .
- Risk profile: Absence of stock options and tax gross-ups, mandatory clawback regime, and limited change-in-control payouts reduce governance and compensation risk; lack of formal ownership guidelines is offset by enforced long holding periods .
- Monitoring: Track future Americas bookings vs target revenue and inventory turns—both were below target in 2024—alongside ROTCE trends underpinning LTIP payouts; continue monitoring Section 16 filings to detect any changes in selling or pledging behavior (no pledging disclosed for Pascarelli in proxy) .