Dennis W. LaBarre
About Dennis W. LaBarre
Dennis W. LaBarre (age 82) is an independent director of Hyster-Yale, Inc. and a retired Partner of Jones Day with broad experience advising boards on corporate governance, compliance, and transactions; he has over 30 years in senior management at a major international law firm. He has served on HY’s board since 2012 and currently also serves on the boards of NACCO Industries, Inc. and Hamilton Beach Brands Holding Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jones Day | Retired Partner | Not disclosed | Broad governance and compliance counseling; 30+ years in senior management at a major international law firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NACCO Industries, Inc. | Director | Prior to 2020 – present | Other HY directors (e.g., John P. Jumper, Britton T. Taplin) also serve on NACCO, creating interlocks |
| Hamilton Beach Brands Holding Company (HBBHC) | Director | Prior to 2020 – present | John P. Jumper also serves on HBBHC |
Board Governance
- Independence: LaBarre is classified “Yes” independent; HY’s Audit, NCG, and Compensation committees are entirely independent despite HY’s potential controlled company status (board elects not to use NYSE exemptions) .
- Attendance: Board met 4 times in 2024; all directors attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting in person .
- Lead independent director: HY does not assign a lead independent director; independent directors meet in executive session at least annually (held Feb 13, 2024) .
| Committee | Role | 2024 Meetings | Independence/Notes |
|---|---|---|---|
| Audit Review Committee | Member | 6 | All members independent; financial experts designated (Eliopoulos, Jumper) |
| Nominating & Corporate Governance (NCG) | Chair | 4 | All members independent; oversees board effectiveness and education |
| Compensation & Human Capital | — | 4 | LaBarre not a member; all members independent |
| Planning Advisory Committee | Member | 3 | Advises on strategy, transactions |
| Finance Committee | Member | 3 | Reviews financing and risk management |
| Executive Committee | Member | 0 | Acts between full board meetings; majority independent |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 153,609 | 139,078 | 5,191 | 297,878 |
| HY Director Fee Structure (2024) | Amount |
|---|---|
| Annual retainer (non-employee directors; includes HY and HYMH boards) | $216,000; $145,000 paid in Mandatory Shares |
| Committee membership fee (each, except Executive Committee) | $12,500 |
| Committee chair retainer (NCG and other committees except Audit/Comp) | $10,000 |
| Audit Review Committee chair | $20,000 |
| Compensation & Human Capital Committee chair | $15,000 |
| Perquisites (life, AD&D, personal excess liability; matching gifts) | Insurance; up to $5,000 matching gifts |
Key features:
- Mandatory Shares are fully vested at grant with transfer restrictions that typically lapse up to 10 years post-grant; voluntary share elections allowed for remaining retainer portions .
- Hedging prohibited; pledging of non-restricted shares requires prior approval by the SVP, General Counsel and Secretary; restricted director shares carry long holding requirements .
Performance Compensation
| Component | Structure | Performance Metrics |
|---|---|---|
| Director equity (Mandatory/Voluntary Shares) | Immediately vested; subject to long transfer restrictions | No performance metrics tied to director compensation disclosed |
Other Directorships & Interlocks
| Company | Role | Overlapping HY Directors | Potential Interlock Consideration |
|---|---|---|---|
| NACCO Industries, Inc. | Director | John P. Jumper; Britton T. Taplin | Information flow and governance alignment given historic ties to HY; monitor for conflicts in transactions if any arise |
| Hamilton Beach Brands Holding Co. (HBBHC) | Director | John P. Jumper | Similar interlock dynamics |
Expertise & Qualifications
- Legal and governance expertise with broad counseling of public-company boards and senior management; extensive transactional experience .
- Long-standing familiarity with HY/NACCO ecosystem and multiple committee experiences, including chairing NCG (board evaluations, governance guidelines, director education) .
Equity Ownership
| Security | Beneficially Owned | Percent of Class |
|---|---|---|
| HY Class A Common | 32,943 shares | <1% (“*”) |
| HY Class B Common | 9,424 shares | <1% (“*”) |
Additional alignment and risk policies:
- Hedging prohibited; pledging of non-restricted shares requires prior legal approval; restricted shares issued for compensatory purposes carry long transfer restrictions (directors generally 10 years) supporting long-term alignment .
- HY does not sponsor stock option plans; no options disclosed for directors .
Governance Assessment
- Strengths: Independent status; multi-committee service and chair role in NCG; robust attendance; strong governance posture (HY declines to use controlled-company exemptions; independent committees) .
- Alignment: Mandatory stock retainer with long holding restrictions; prohibition on hedging enhances alignment .
- Shareholder support: 2025 say-on-pay approval “For” 44,457,253 vs “Against” 557,969; annual frequency supported, indicating broad investor confidence in pay governance .
- Nuanced risks/RED FLAGS to monitor:
- Board interlocks with NACCO/HBBHC alongside other HY directors could present potential information-flow advantages but also conflict risks in related-party contexts; HY’s Audit Review Committee reviews related-party transactions .
- No lead independent director; relies on committee chairs to preside over executive sessions .
- Controlled company characteristics via Class B holdings by Rankin family groups, though HY does not utilize NYSE controlled-company exemptions –.
Election Vote Results (2025 Annual Meeting)
| Director | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Dennis W. LaBarre | 40,896,554 | 4,215,583 | 1,377,470 |
Related-Party Transactions
- Process: Audit Review Committee reviews and approves/ratifies any material related-person transactions, considering terms, significance, and potential impairment of judgment .
- Disclosure: The proxy details family relationships and beneficial ownership concentrations among Rankin family affiliates and certain directors; no specific related-party transaction disclosure is identified naming LaBarre –.
Insider Trades
- No recent Form 4 filings found for HY in the available document catalog [ListDocuments result].
Overall, LaBarre’s legal governance expertise, independence, and NCG leadership are positives for board effectiveness and investor confidence, while interlocks in the HY/NACCO/HBBHC network and the lack of a lead independent director warrant routine monitoring for conflicts and oversight robustness .