John P. Jumper

About John P. Jumper

John P. Jumper, age 80, has served as an independent director of Hyster-Yale, Inc. since 2012. A retired Chief of Staff of the United States Air Force, he is President of John P. Jumper & Associates (aerospace consulting) and brings leadership, governance, and cybersecurity expertise from prior service as chairman and CEO of Fortune 500 companies, including Leidos Holdings, Inc. .

Past Roles

External Roles

Board Governance

• Independence: Classified as independent; serves as audit committee financial expert per SEC/NYSE standards .
• Committees and 2024 meetings: Audit Review (6), Nominating & Corporate Governance (4), Compensation & Human Capital (Chair; 4), Executive (0) .
• Attendance: The Board met 4 times in 2024; all directors attended at least 75% of Board and committee meetings they served; all directors attended the 2024 annual meeting .
• Board leadership: Roles of Chair and CEO are separated; no Lead Independent Director (independent director executive sessions held at least annually; last on Feb 13, 2024) .
• Risk oversight: Audit committee oversees financial, legal, internal control, cybersecurity risks; Compensation committee oversees incentive risk, human capital; NCG oversees governance and succession .
• Controlled company posture: HY may qualify as a “controlled company” under NYSE due to Rankin family ownership but elects not to use governance exemptions; audit, NCG, and compensation committees are fully independent .

Fixed Compensation (Director)

• Structure: Annual retainer $216,000, with $145,000 paid in Mandatory Shares; $12,500 per committee; chair retainer $20,000 (Audit) and $15,000 (Compensation); other chairs $10,000; fees paid quarterly .
• Equity mechanics: Mandatory Shares fully vested at grant but subject to transfer restrictions typically for 10 years; Voluntary Shares available in lieu of cash, without transfer restrictions .

Performance Compensation (Director)

• No performance-based director pay disclosed; equity awards are retainer-linked and not options or PSU/RSU vehicles; no stock options granted to any person in 2024 .

Other Directorships & Interlocks

• NCG committee may consult with Rankin/Taplin family members on board composition, reflecting controlled shareholder influence in director nominations .

Expertise & Qualifications

• Designated Audit Committee Financial Expert; accounting and financial management literacy affirmed by Board .
• Cybersecurity and technology risk expertise (information warfare squadron oversight; CEO of a leading federal cybersecurity contractor) .
• Extensive governance and compensation policy experience; chair of Compensation & Human Capital Committee .

Equity Ownership

• Alignment: Director Mandatory Shares carry 10-year transfer restrictions, aligning incentives long-term; dividends paid on award shares; hedging prohibited; pledging of non-restricted shares allowed only with prior approval .
• Section 16(a): Company reports 2024 compliance by officers/directors (one late Form 3 for another executive, not Jumper) .

Governance Assessment

• Strengths:

  • Independent director; chairs Compensation & Human Capital and serves on Audit and NCG; recognized audit financial expert .
  • Clear cybersecurity and operational risk expertise; contributes to Audit’s oversight of cyber controls .
  • Long-hold equity structure for directors fosters multi-year alignment; hedging prohibited; clawback policies robust for executives .
  • Say-on-pay support at 99% in 2024 signals shareholder confidence in compensation governance .

• Potential concerns and monitoring:

  • Controlled company dynamics with Rankin family influence (NCG consultation with family; significant combined voting power) may affect independence in director selection and broader governance .
  • Absence of a Lead Independent Director may limit coordinated independent oversight despite separated Chair/CEO roles .
  • Multiple board interlocks (NACCO/HBBHC) across HY’s board members warrant ongoing review of related-party considerations and information flows; Audit committee reviews related-party transactions .

• Committee effectiveness signals:

  • Compensation committee uses independent consultant (Korn Ferry) with independence assessment; oversees pay-risk reviews and human capital strategy; fully independent membership .
  • Audit committee’s scope includes internal control, legal/regulatory compliance, and cybersecurity; 2024 meeting cadence indicates active oversight .

• Director pay mix:

  • Balanced cash and equity retainer with mandatory equity holding period; 2024 total $267,893 with ~$139k stock awards implies material equity alignment versus cash .

• RED FLAGS:

  • Controlled shareholder influence and family relationships across directors and voting agreements—heightened risk of perceived conflicts despite committee independence .
  • No Lead Independent Director to coordinate independent oversight and agendas .

Overall, Jumper’s independent status, audit financial expertise, and cybersecurity background strengthen board oversight, particularly in compensation and risk domains, though controlled company dynamics and lack of a lead independent role are governance risks requiring continued monitoring .