H. Vincent Poor
About H. Vincent Poor
H. Vincent Poor (age 73) is the Michael Henry Strater University Professor of Electrical Engineering at Princeton University, with associated faculty roles across Princeton institutes and centers. He joined the HY board in 2017 and is described as a member of the U.S. National Academy of Engineering with expertise spanning signal processing, machine learning, data science, and wireless communications, providing insight on telemetry and electrical engineering matters .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hyster-Yale, Inc. (HY) | Director | Director since 2017 | Member of Nominating & Corporate Governance; Member of Compensation & Human Capital |
| Corporation for National Research Initiatives | Director | Prior to 2020 to 2020 | Not specified |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Princeton University | Michael Henry Strater University Professor of Electrical Engineering | Prior to 2020 to present | Core academic role |
| Princeton Environmental Institute | Associated Faculty | Prior to 2020 to present | Interdisciplinary engagement |
| Program in Applied & Computational Mathematics | Associated Faculty | Prior to 2020 to present | Quantitative expertise |
| Andlinger Center for Energy & Environment | Associated Faculty | Prior to 2020 to present | Energy and sustainability focus |
Board Governance
- Independence: Board majority independent; all Audit Review, NCG, and Compensation committees are entirely independent per NYSE standards. Poor is classified as an independent director .
- Committees: Poor serves on Nominating & Corporate Governance (NCG) and Compensation & Human Capital; he is not a committee chair .
- Attendance: The board held four meetings in 2024; all directors met the ≥75% attendance threshold for board and assigned committees; all directors attended the 2024 annual meeting. Independent directors held an executive session on Feb 13, 2024 .
- Controlled company context: HY may qualify as a “controlled company” due to Rankin family ownership but elects not to use NYSE governance exemptions; committees maintain written charters and annual evaluations .
| Committee | 2024 Meetings | Poor Member? | Chair? | Key Responsibilities (selected) |
|---|---|---|---|---|
| Nominating & Corporate Governance | 4 | Yes | No | Board composition, governance guidelines, board effectiveness evaluations, director education, resignation evaluations |
| Compensation & Human Capital | Not enumerated in meeting count excerpt | Yes | No | Compensation oversight per charter (committee-level responsibilities referenced in board matrix) |
Fixed Compensation
- HY’s Non-Employee Directors’ Plan (2024 calendar year paid in 2024/2025 proxy) structure:
- Annual retainer: $216,000, of which $145,000 paid as Mandatory Shares
- Committee membership fee: $12,500 per committee (excluding Executive Committee)
- Committee chair retainer: $10,000 per committee (excluding Audit and Compensation); Audit chair $20,000; Compensation chair $15,000
- Perquisites: Company-paid life insurance ($50,000), AD&D (director and spouse), personal excess liability insurance ($10 million), matching charitable contributions up to $5,000
- Shares are immediately vested when granted; Mandatory Shares subject to transfer restrictions that lapse per defined events
- 2023 plan differences: Annual retainer $208,000 ($140,000 Mandatory Shares); meeting attendance fees $1,000 per board/committee meeting (limited to $1,000/day); committee fees $7,000; Audit chair $15,000; occasional private aircraft availability for meeting attendance .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 (Poor) | 96,109 | 139,078 | 8,009 | 243,196 |
| 2023 (Poor) | 102,158 | 164,308 | 7,616 | 274,082 |
Performance Compensation
- Directors do not receive performance-based bonuses or PSU/option-linked incentives; equity is delivered as Mandatory Shares (and optional Voluntary Shares) derived from retainer elections and pricing formula; shares vest immediately and are not conditioned on performance targets .
| Performance Metric Used in Director Pay | Details |
|---|---|
| None disclosed for non-employee directors | Equity grants are Mandatory/Voluntary shares tied to retainer; immediately vested; no performance metrics; no outstanding director equity awards at year-end 2024 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (current) | None disclosed for Poor in HY’s proxy biography |
| Notable board interlocks (HY board) | Family relationships exist among other directors (e.g., J.C. Butler Jr. and David B.H. Williams are sons-in-law of A. Rankin; compensation figures disclosed) . HY acknowledges controlled company status but does not use NYSE exemptions . |
Expertise & Qualifications
- Technical expertise: Signal processing, machine learning, data science, wireless communications; board contribution on telemetry/electrical engineering .
- Recognition: Member of the U.S. National Academy of Engineering; former Guggenheim Fellow .
Equity Ownership
| As of Proxy | Shares Beneficially Owned (Class A) | Percent of Class |
|---|---|---|
| 2024 DEF 14A (Q4 2023 period) | 15,515 | 0.11% |
- Plan mechanics: Each non-employee director has the right to acquire additional Class A shares within 60 days after March 1, 2025, with actual quantity determined by quarterly retainer elections and average weekly closing prices for Q1 2025 per formula; Mandatory Shares carry transfer restrictions that lapse per plan terms .
- No equity awards remained outstanding at 2024 year-end for directors due to immediate vesting of Mandatory/Voluntary Shares .
Governance Assessment
- Positive signals:
- Independent director with strong technical credentials; active on governance and compensation committees, supporting board effectiveness in oversight and director education .
- HY does not use controlled company exemptions; committees are fully independent; governance charters reviewed annually .
- Director pay includes substantial equity via Mandatory Shares, improving alignment; immediate vesting with transfer restrictions reduces pledging risk .
- Attendance above threshold; participation in annual meeting and independent director executive session indicates engagement .
- Watch points / potential red flags:
- Broader board composition includes family relationships (sons-in-law on the board), reinforcing controlled company dynamics—though mitigated by independent committees; investors should monitor related-party oversight quality .
- Occasional private aircraft availability for directors (per prior plan year) may be perceived as perquisite creep; HY continues to disclose director insurance and matching gifts benefits .
Overall, Poor’s independence, committee roles, and domain expertise are constructive for HY’s board oversight. Alignment is reinforced via equity retainer structure, while broader board family ties require continued scrutiny of governance rigor .