James B. Bemowski
About James B. Bemowski
James B. Bemowski (age 71) is an independent director of Hyster-Yale, Inc. and has served on the Board since 2018. He is a retired Senior Advisor for Doosan Corporation and previously held leadership roles at McKinsey & Company in Asia; his background emphasizes Asian market practices in forklift businesses, plus expertise in financial services, acquisitions, restructuring, alliances, and private equity, with practical insights into global steel, energy, and materials industries . Independence is affirmed by the Board’s committee roster, and his tenure includes consistent meeting attendance at or above Company thresholds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Doosan Corporation | Retired Senior Advisor | Not disclosed | Asian market and forklift business expertise; financial services, M&A, restructuring, alliances, PE |
| McKinsey & Company | Director and office manager in Asia | Not disclosed | Strategic and operational leadership in Asia |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Claremont McKenna College | Board of Trustees | Since prior to 2020–present | Higher education governance |
| Southern Capital (Singapore) | Board of Advisors | Since prior to 2020–present | Private equity advisory |
| Corporate Directors Roundtable of Orange County | Chairman | As of July 2022 | Director community leadership |
Board Governance
- Committee assignments and chair roles:
- Planning Advisory Committee member (2024 meetings: 3; Chair: Carolyn Corvi)
- Finance Committee member (2024 meetings: 3; Chair: J.C. Butler, Jr.)
- Independence and engagement:
- Listed as “Independent” in committee roster
- Board held four meetings in 2024; all directors met at least 75% attendance, and all attended the 2024 annual meeting in person
- Independent directors held an executive session on February 13, 2024
- Board leadership and governance context:
- No Lead Independent Director; presiding committee chair varies by topic
- Although HY may qualify as a “controlled company,” the Board does not use NYSE governance exemptions; Audit Review, NCG, and Compensation Committees are fully independent with charters and annual evaluations
- Related-party transaction oversight: Audit Review Committee reviews and approves/ratifies related-person transactions under defined criteria
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $96,109 | Annual retainer and committee fees; fractional shares cashed out under plan |
| Stock Awards (2024) | $139,078 | Mandatory and any elected Voluntary shares under Non-Employee Directors’ Plan; grant-date fair value per ASC 718; immediately vested |
| All Other Compensation (2024) | $8,084 | Insurance premiums and matching charitable gifts |
| Total (2024) | $243,271 | Sum of cash, equity, and other compensation |
Director compensation program structure (applies to non-employee directors):
- Annual retainer $216,000, of which $145,000 paid as Mandatory Shares; $12,500 per Board committee membership; Chair fees: $20,000 (Audit), $15,000 (Compensation), $10,000 other committees; paid quarterly
- Mandatory Shares fully vested at grant but subject to transfer restrictions; restrictions typically lapse after 10 years from quarter earned or earlier upon death/disability, or specified retirement conditions; Voluntary Shares not subject to transfer restrictions
- Hedging prohibited; pledging requires prior approval; restricted shares issued for compensatory purposes carry transfer restrictions (directors must hold restricted shares for 10 years)
Performance Compensation
- Not applicable: HY does not disclose performance-based pay (bonus/options/PSUs) for non-employee directors; stock awards are retainer-linked, immediately vested, and subject to long holding restrictions, not performance vesting
Other Directorships & Interlocks
| Company | Board Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No current public company directorships listed in biography; roles are advisory/non-profit |
- Family interlocks exist elsewhere on HY’s Board (e.g., Rankin/Butler/Williams), but none are attributed to Bemowski; the Board’s combined insider/affiliated ownership represents significant voting power, contextualizing governance dynamics
Expertise & Qualifications
- Asian market business practices and forklift sector familiarity; financial services; acquisitions; restructuring; alliances; private equity; insights in steel, energy, materials
- Complementary skill set for Planning Advisory and Finance Committee work, including M&A, strategic oversight, and capital allocation risk perspectives
Equity Ownership
| Security | Shares Beneficially Owned | Percent of Class |
|---|---|---|
| HY Class A Common | 16,017 | <1% |
- Ownership alignment: Mandatory director stock awards require 10-year holding periods, discouraging short-term trading and aligning incentives over time
- Hedging prohibited; pledging allowed only with prior approval; no pledging by Bemowski disclosed
Governance Assessment
- Board effectiveness: Bemowski brings relevant sector and Asia-market expertise to Planning Advisory and Finance oversight, aligning with HY’s global manufacturing and capital structure needs; independence status is clear, with consistent attendance and participation .
- Compensation alignment: Director pay mixes meaningful equity with long holding restrictions (ten-year lock-up) and modest perquisites, supporting long-term alignment and reduced short-termism; no performance-linked director pay that could encourage risk-taking .
- Conflicts/related-party exposure: No related-party transactions or family ties disclosed for Bemowski; Audit Review Committee processes are robust for conflict screening; company-wide hedging restrictions and pledging controls apply to directors .
- Controlled company context: Despite qualifying as a controlled company, HY maintains independent key committees and does not use NYSE exemptions; however, concentrated voting control among insiders and affiliates (combined 72.65%) is a structural governance consideration for outside investors .
- RED FLAGS: Structural control risk (high combined voting power among directors/executives/family affiliates) may limit shareholder influence on contested matters; no specific attendance or compensation anomalies for Bemowski identified .