David B.H. Williams
About David B.H. Williams
David B.H. Williams, 55, has served as a director of Hyster‑Yale, Inc. since 2020. He is President and Partner of the law firm Williams, Bax & Saltzman, P.C., with over 30 years of experience providing legal counsel in litigation and commercial matters; he is the son‑in‑law of Executive Chairman Alfred M. Rankin, Jr. . His legal background positions him to advise on business and legal issues pertinent to the Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams, Bax & Saltzman, P.C. | President & Partner | Prior to 2020 – present | Litigation and commercial counsel expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Williams |
Board Governance
- Independence: Not independent (family relationship to Executive Chairman) .
- Committees: Finance Committee member; no chair roles indicated .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings during their tenure; all directors attended the 2024 annual meeting in person .
- Executive sessions: Independent directors held an executive session on February 13, 2024, with at least one such session scheduled annually .
- Controlled company context: HY may qualify as a “controlled company” under NYSE rules due to Rankin family ownership, but the Board elects not to use any controlled‑company governance exemptions; majority of Board independent, and Audit Review, Nominating/Corporate Governance, and Compensation Committees are entirely independent with written charters and annual evaluations .
| Committee (2024) | Member | Chair |
|---|---|---|
| Audit Review | No | — |
| Nominating & Corporate Governance | No | — |
| Compensation & Human Capital | No | — |
| Planning Advisory | No | — |
| Finance | Yes | No |
| Executive | No | — |
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $83,609 |
| Stock Awards ($) | $139,078 |
| All Other Compensation ($) | $8,932 |
| Total ($) | $231,619 |
| Non‑Employee Directors’ Plan Component | Amount/Terms |
|---|---|
| Annual retainer | $216,000; $145,000 paid in Mandatory Shares of Class A Common; balance in cash unless elected as Voluntary Shares |
| Committee membership fee | $12,500 per committee (excluding Executive Committee) |
| Committee chair fees | $20,000 (Audit Review); $15,000 (Compensation & Human Capital); $10,000 for other committees |
| Share issuance formula | Quarterly Mandatory/Voluntary Shares based on retainer portion divided by average weekly closing price for the quarter; fractional shares paid in cash |
| Vesting & restrictions | Mandatory/Voluntary Shares immediately vested; Mandatory Shares cannot be assigned, pledged, or transferred except limited family/trust exceptions; restrictions lapse per specified triggers (e.g., 10 years after quarter earned) |
| Perquisites | Company‑paid life insurance ($50,000), AD&D insurance, personal excess liability insurance ($10 million), up to $5,000 matching charitable contributions per year |
Performance Compensation
- No director‑specific performance metrics, options, PSUs, or performance‑based equity awards are disclosed; director equity is issued under the Non‑Employee Directors’ Plan and is immediately vested with transfer restrictions for Mandatory Shares .
| Element | Detail |
|---|---|
| Performance‑tied metrics | None disclosed for directors |
| Equity award type | Mandatory Shares (retainer), optional Voluntary Shares for remaining retainer/fees; immediately vested |
| Options/PSUs | None outstanding for directors; no director equity awards remained outstanding at year‑end 2024 |
Other Directorships & Interlocks
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Williams |
- Interlocks/Family relationships: Williams is son‑in‑law of Executive Chairman Alfred M. Rankin, Jr.; combined beneficial ownership of related family members/directors represents 72.65% of combined voting power of Class A and Class B shares as of March 1, 2025 .
Expertise & Qualifications
- 30+ years of legal experience in litigation and commercial matters, providing insight on business and legal issues relevant to the Company .
Equity Ownership
| Class A Common (as of March 1, 2025) | Sole Voting/Investment | Shared Voting/Investment | Aggregate Amount | Percent of Class |
|---|---|---|---|---|
| David B.H. Williams | 36,880 | 522,376 | 559,256 | 3.93% |
| Class B Common (as of March 1, 2025) | Sole Voting/Investment | Shared Voting/Investment | Aggregate Amount | Percent of Class |
|---|---|---|---|---|
| David B.H. Williams | — | 3,152,172 | 3,152,172 | 91.23% |
| Pledged Shares (family trusts/affiliates) | Amount | Notes |
|---|---|---|
| Class A Common | 104,233 | Pledged by Williams’ spouse as trustee of a GST established for her benefit, related to partnership interest sales as part of multigenerational Rankin family estate planning |
| Class B Common | 32,803 | Pledged by Williams’ spouse as trustee of a GST established for her benefit, related to partnership interest sales as part of multigenerational Rankin family estate planning |
- Additional ownership structure: Williams may be deemed a member of groups holding interests in Rankin II, V, VI through his trust, and in Rankin I, Rankin IV, and AMR Associates via his spouse’s partnership interests; aggregate deemed beneficial ownership includes 3,152,172 shares of Class B Common across these entities (disclaimed beyond pecuniary interest) .
- Trust holdings: Williams disclaims interest in 17,172 shares of Class A Common held in trust for his children, for which he is trustee with sole voting/disposal power .
- Hedging/pledging policy: Directors are prohibited from hedging Company equity; pledging of non‑restricted shares requires prior approval by the General Counsel . Mandatory Shares under the Non‑Employee Directors’ Plan cannot be assigned, pledged or transferred except limited family/trust exceptions until restrictions lapse .
Governance Assessment
- Independence and conflicts: Not independent due to family relationship with Executive Chairman; significant shared voting power via family partnerships in Class B Common (91.23% attributed to Williams through groups), implying concentrated influence—potential conflict risk for minority investors .
- Related‑party oversight: Audit Review Committee reviews all related‑party transactions; related members recuse from deliberations and voting on such transactions .
- Attendance and engagement: Met attendance expectations (≥75% of meetings) and attended annual meeting; independent directors held executive sessions, supporting oversight quality .
- Director pay structure: Cash plus immediate‑vested equity under strict transfer restrictions for Mandatory Shares; clear fee schedule for committee service—transparent, though no performance linkage for directors .
- Pledging red flag: Pledging of shares by spouse‑controlled trusts (Class A and B) is a governance risk indicator; company policy permits pledging of non‑restricted shares only with prior approval .
- Compensation governance signal: Strong say‑on‑pay support (≈99% approval for NEO compensation at 2024 meeting) and continued use of independent compensation consultant (Korn Ferry) suggest broader investor confidence in compensation oversight, though it pertains to executive pay rather than director pay .
- Committee independence: Compensation Committee is composed entirely of independent directors and retains an independent consultant; responsibilities include risk review of compensation practices .
RED FLAGS: Not independent (family relationship), high deemed beneficial ownership and voting influence via family partnerships, and pledged shares in family trusts—potential alignment and control concerns for outside shareholders .