Colleen R. Batcheler

About Colleen R. Batcheler

Independent director of Hyster-Yale, Inc. since 2023; age 51. Senior Vice President, External Affairs and General Counsel at Hormel Foods (June 2024–present); previously EVP, General Counsel and Secretary at Hertz Global Holdings (April 2022–April 2024) and Conagra Brands (prior to 2020–April 2022). She brings more than 20 years of public company legal, compliance, and corporate governance expertise and is designated independent by the Board under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Review Committee member; Nominating and Corporate Governance (NCG) Committee member; independence confirmed by the Board .
• Committee meeting cadence: Audit Review Committee met 6 times in 2024; NCG Committee met 4 times in 2024 .
• Attendance: The Board held 4 meetings in 2024, and all directors attended at least 75% of total Board/committee meetings and attended the 2024 annual meeting in person .
• Independence and controlled company context: Although HY may qualify as a NYSE “controlled company,” the Board elects not to use exemptions—majority independent board and fully independent Audit, NCG, and Compensation Committees .
• Lead independent director: HY does not assign a lead independent director; independent directors meet in executive session at least annually (e.g., Feb 13, 2024) .

Fixed Compensation

• Director pay policy: Annual retainer $216,000, with $145,000 paid in Mandatory Shares; $12,500 per committee membership; chair fees $10,000 (most committees), $20,000 (Audit Chair), $15,000 (Comp Chair); paid quarterly in arrears .
• Share restrictions: Mandatory shares are fully vested but subject to transfer restrictions that generally lapse 10 years after the performance period (earlier under limited circumstances); Voluntary Shares are not subject to transfer restrictions .
• Perquisites: Company-paid life insurance ($50,000), accidental death/dismemberment coverage, personal excess liability insurance ($10 million), and up to $5,000 matching charitable contributions .

Performance Compensation

• No director-specific performance-based metrics (e.g., PSUs/options) disclosed for non-employee directors; stock awards are part of annual retainer structure (Mandatory/Voluntary Shares) rather than performance grants .

Other Directorships & Interlocks

• Governance note: The NCG Committee may consult Rankin/Taplin family members (including Executive Chairman Alfred M. Rankin, Jr.) regarding Board composition—a governance consideration in a controlled company context .

Expertise & Qualifications

• Corporate governance, legal, compliance oversight across large public companies; contributes expansive view on legal/compliance to the Board .
• Active membership on Audit Review Committee (financial literacy required) and NCG Committee; Audit Committee responsibilities include related-party review and cybersecurity oversight .

Equity Ownership

• Hedging policy: HY prohibits officers/directors from hedging (e.g., collars, swaps) HY equity; pledging of non-restricted shares is not explicitly prohibited but requires prior approval by SVP, General Counsel and Secretary .
• Director stock issuance: Directors may receive additional Mandatory/Voluntary Shares each quarter; number determined by quarterly average closing price formula; Mandatory Shares carry 10-year transfer restrictions .

Governance Assessment

• Positives

  • Independent director with deep public company legal/governance experience; active roles on Audit and NCG, enhancing board oversight of legal/compliance and governance effectiveness .
  • Strong director attendance culture and annual independent director executive sessions; board retains full compliance with NYSE governance despite controlled company status .
  • Director pay structure emphasizes long-term alignment via Mandatory Shares with 10-year holding restrictions; mix of cash and equity fosters skin-in-the-game .

• Risk Indicators and potential red flags

  • Controlled company dynamics with family influence (Rankin/Taplin) and NCG Committee consulting family members on board composition; may raise independence optics despite formal compliance .
  • Company permits pledging of non-restricted shares with approval—policy-level flexibility that can reduce alignment if pledges become material; no pledging disclosed for Batcheler specifically .
  • Related-party oversight resides with Audit Review Committee; continued vigilance needed given multiple family relationships disclosed elsewhere in the proxy (e.g., directors related to Executive Chairman) .

• Shareholder signaling

  • 2024 say-on-pay support exceeded 99%, signaling broad shareholder confidence in compensation governance at the executive level; supports overall governance posture, though not director-specific .

Overall, Batcheler’s independence, legal/compliance expertise, and service on Audit and NCG strengthen board effectiveness. Key governance watchpoints relate to controlled company dynamics and the pledging policy framework, neither of which currently implicates Batcheler directly but warrant ongoing monitoring .