Edward T. Eliopoulos
About Edward T. Eliopoulos
Edward T. Eliopoulos (age 68) is an independent director of Hyster‑Yale, Inc. (HY) and a certified public accountant. He is a retired Partner of Ernst & Young LLP with more than 45 years of global public-company audit experience and senior management experience at a major public accounting firm; he has served on HY’s Board since 2020 and is designated by the Board as an “audit committee financial expert.” These credentials provide deep financial, accounting, SEC, and governance expertise relevant to HY’s oversight needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner (retired) | Prior to 2020, 45+ years experience | Led/oversaw audits of global public companies; senior management experience at major public accounting firm |
| A. Schulman, Inc. | Director | Prior service (dates not specified) | Public-company board experience enhances governance perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| A. Schulman, Inc. | Director (prior) | Not disclosed | Only prior public company directorship disclosed; no current external public boards noted for Eliopoulos in the proxy . |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Eliopoulos is independent under NYSE standards . |
| Committee Assignments | Chair, Audit Review Committee; Member, Compensation & Human Capital Committee; Member, Executive Committee . |
| Financial Expert | Designated “audit committee financial expert” (SEC/NYSE definitions) . |
| Attendance | Board held 4 meetings in 2024; all directors attended at least 75% of Board and committee meetings during their tenure . |
| Audit Committee Activity | Audit Review Committee held 6 meetings in 2024; responsibilities include financial reporting integrity, internal controls, compliance, major financial risk exposures, auditor oversight, related‑party transaction review, and cybersecurity/technology risk oversight . |
| Executive Sessions | Independent directors met in executive session (without management) on Feb 13, 2024 . |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 116,109 | 139,078 | 5,584 (incl. $2,500 matching charitable gift) | 260,771 |
| 2023 | 119,158 | 164,308 | 5,191 | 288,657 |
Director compensation structure (Non‑Employee Directors’ Plan):
- Annual retainer $216,000, of which $145,000 is paid in “Mandatory Shares” of Class A Common (immediately vested but subject to transfer restrictions) .
- Committee membership fee: $12,500 per committee (excluding Executive Committee) .
- Chair retainers: $20,000 for Audit Review Committee Chair; $15,000 for Compensation & Human Capital Committee Chair; $10,000 chair retainer for other committees (except Audit/Comp) .
- Mandatory Shares transfer restrictions lapse upon the earliest of 10 years after quarter-end, death/disability, 5 years from retirement, director retirement and age 70, or other Board‑determined time; Voluntary Shares (retainer paid in stock at director election) are not subject to these restrictions .
Performance Compensation
No performance-based compensation metrics are disclosed for non‑employee directors under HY’s Non‑Employee Directors’ Plan; director equity is immediately vested but subject to long-hold transfer restrictions designed to align interests, not contingent performance hurdles .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Eliopoulos in the proxy . |
| Prior public boards | A. Schulman, Inc. . |
| Interlocks | None disclosed involving Eliopoulos; multiple directors have family ties, but Eliopoulos is independent and not noted in such arrangements . |
Expertise & Qualifications
- CPA; 45+ years auditing global public companies; senior management experience at Ernst & Young LLP .
- Audit committee financial expert; provides accounting and financial management expertise per NYSE and SEC standards .
- Oversight experience in cybersecurity and technology risk via Audit Review Committee responsibilities .
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| Class A Common | 11,781 | <1% |
Notes:
- No pledging or hedging by Eliopoulos is disclosed in beneficial ownership footnotes; HY prohibits hedging by directors/officers and requires approval for pledging non‑restricted shares by directors/officers .
Governance Assessment
- Strengths: Independent Audit Chair with SEC/NYSE “financial expert” designation; committee remit explicitly includes related‑party transactions and cybersecurity risk oversight; robust audit firm independence review and PCAOB/SEC requirement confirmations are reported annually . Executive sessions held and director attendance thresholds met, supporting board engagement .
- Compensation alignment: Non‑employee director pay mixes cash and immediately vested stock with long transfer restrictions, promoting ownership and alignment; clear chair/membership differentials incentivize committee service .
- Potential perceived conflict: Eliopoulos is a retired EY partner while HY’s auditor is Ernst & Young LLP; however, the Board affirms his independence, and the Audit Committee reports receipt/review of EY’s independence letter and ongoing independence evaluations, mitigating concern .
- Controlled company context: HY may qualify as a “controlled company” under NYSE due to Rankin family ownership, but the Board elects not to use governance exemptions—committees (Audit, NCG, Compensation) are composed entirely of independent directors .
- Shareholder signal: 2024 say‑on‑pay approval exceeded 99%, indicative of broad investor support for compensation governance, albeit focused on NEOs rather than directors .
Committee Matrix (Eliopoulos)
| Committee | Role | 2024 Meetings | Key Oversight Areas |
|---|---|---|---|
| Audit Review | Chair | 6 | Financial reporting integrity; internal controls; legal/regulatory compliance; financial risk; auditor oversight; internal audit; related‑party transactions; cybersecurity/technology risk |
| Compensation & Human Capital | Member | 4 | Exec pay, human capital strategy, incentive plan risk, CD&A, shareholder engagement on pay |
| Executive | Member | 0 | Acts between Board meetings; majority of members independent |
Director Compensation Mix (2024)
| Component | Amount ($) | Structure |
|---|---|---|
| Cash fees | 116,109 | Retainer plus committee/chair fees; quarterly in arrears |
| Equity (Mandatory/Voluntary Shares) | 139,078 | Class A Common immediately vested; Mandatory Shares subject to long transfer restrictions |
| Perquisites/Other | 5,584 | Insurance premiums; matching charitable gift ($2,500) |
| Total | 260,771 | — |
Equity Ownership & Alignment Policies
- Mandatory director share grants use an average price formula by quarter; shares are fully vested but restricted for up to 10 years, enhancing long‑term alignment .
- HY prohibits hedging by directors/officers; pledging of non‑restricted shares requires prior approval by the General Counsel .
Risk Indicators & Red Flags
- Related‑party transactions are reviewed/approved by the Audit Review Committee; no related‑party transactions involving Eliopoulos are disclosed .
- Hedging prohibited; no pledging by Eliopoulos disclosed; some other insiders have pledged shares per footnotes, underscoring the importance of pledge monitoring (not attributed to Eliopoulos) .
- Auditor independence reviewed and affirmed annually; Audit Chair signs committee report—positive governance signal despite retired affiliation with EY .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | Over 99% approval for NEO compensation program . |
Compensation Structure Analysis (Directors)
- Year‑over‑year change for Eliopoulos: total director compensation decreased to $260,771 in 2024 from $288,657 in 2023, reflecting lower stock award grant‑date value and slightly lower cash fees; structure remains a mix of cash retainers, committee/chair fees, and immediately vested stock with long transfer restrictions .
Equity Ownership
| Holder | Class A Common | Voting/Investment Power Notes |
|---|---|---|
| Edward T. Eliopoulos | 11,781 | Sole voting/investment power; less than 1% of class |
Governance Implications
- As Audit Chair and financial expert, Eliopoulos is central to financial reporting integrity, compliance, and cyber oversight—areas material to investor confidence. His independence status, attendance thresholds, and committee activity support board effectiveness. The retired EY affiliation is mitigated by formal independence procedures and committee oversight; continued monitoring of auditor independence is prudent in controlled company contexts .