Rajiv K. Prasad
About Rajiv K. Prasad
Rajiv K. Prasad, 61, is Chief Executive Officer of Hyster‑Yale, Inc. (HY) since May 2023 and President since February 2021; he previously served as President & CEO of principal subsidiary HYMH (Jan 2020–Dec 2024) and became HYMH Chairman in Jan 2025, bringing deep engineering, product development, and operations expertise to strategy and execution . Company operating performance improved in 2024 with Lift Truck consolidated operating profit rising to $296.7M from $237.1M in 2023, while total shareholder return in 2024 was slightly negative, underscoring execution strength amid mixed market returns .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Hyster‑Yale, Inc. | Chief Executive Officer | May 2023–present | Leads daily operations and long‑term strategy following separation of Chairman/CEO roles in 2023 . |
| Hyster‑Yale, Inc. | President | Feb 2021–present | Corporate leadership continuity and oversight across segments . |
| Hyster‑Yale Materials Handling (HYMH) | President & CEO | Jan 2020–Dec 2024 | Delivered strategic vision and global execution in core Lift Truck operations . |
| Hyster‑Yale Materials Handling (HYMH) | Chairman | Jan 2025–present | Governance oversight for principal operating subsidiary . |
External Roles
No other public company directorships listed in Prasad’s proxy biography .
Fixed Compensation
| Metric (2024) | Value |
|---|---|
| Base salary | $1,040,377 (87.8% of $1,184,300 midpoint) . |
| Perquisite allowance | $45,000 . |
Annual bonus (Short‑Term Plan) overview for 2024:
- Target bonus: 100% of midpoint = $1,184,300 .
- Actual payout: 81.685% = $967,395 .
Performance Compensation
Short‑Term Plan (2024) – CEO weighting across corporate and subsidiaries:
- Weight mix: 75% Corporate Lift Truck; 15% Nuvera; 10% Bolzoni; Final payout 81.7% .
Corporate Lift Truck metrics (component payout 89.7%, weighted 75%):
| Metric | Weight | Target | Actual | Achievement | Component payout |
|---|---|---|---|---|---|
| Consolidated Truck Revenue | 20% | $4,366.3M | $4,113.8M | 88.4% | 17.7% |
| New Units Bookings % of Target Revenue | 15% | 100.0% | 72.8% | 40.0% | 6.0% |
| New Units Bookings Adjusted Standard Margin % | 20% | 17.0% | 21.0% | 150.0% | 30.0% |
| Average Inventory as % of Adj Standard Cost | 25% | 23.5% | 27.7% | 40.0% | 10.0% |
| Consolidated Operating Profit $ | 20% | $251.3M | $296.7M | 130.1% | 26.0% |
Nuvera metrics (component payout 42.0%, weighted 15%):
| Metric | Weight | Target | Actual | Achievement | Component payout |
|---|---|---|---|---|---|
| Total Bookings Revenue $ | 70% | $13.6M | $0.8M | 42.2% | 29.5% |
| Total Adjusted Standard Margin % | 10% | 5.00% | (9.40)% | 40.0% | 4.0% |
| Operating Profit $ | 20% | $(35.1)M | $(39.8)M | 42.4% | 8.5% |
Bolzoni metrics (component payout 81.1%, weighted 10%):
| Metric | Weight | Target | Actual | Achievement | Component payout |
|---|---|---|---|---|---|
| Consolidated Revenue $ | 20% | $380.9M | $379.1M | 99.1% | 19.8% |
| Consolidated Adjusted Standard Margin % | 35% | 27.10% | 25.60% | 87.5% | 30.6% |
| Operating Profit $ | 20% | $19.1M | $13.7M | 65.9% | 13.2% |
| Average Inventory as % of Adj Standard Cost | 25% | 30.80% | 32.40% | 70.0% | 17.5% |
Long‑Term Equity Plan (2024) – metrics and payout:
| Metric | Weight | Target | Actual | Achievement | Payout |
|---|---|---|---|---|---|
| ROTCE | 50% | 32.80% | 38.60% | 200.0% | 100.0% |
| Strategic Objectives List | 50% | 100.0% | 97.7% | 97.7% | 48.9% |
| Total | 100% | — | — | — | 148.9% |
Long‑Term Equity Plan (2024) – amounts for Prasad:
| Item | Value |
|---|---|
| Target award (287.5% of midpoint) | $3,404,863 . |
| Dollar‑denominated payout (% of target) | 148.9% = $5,069,841 . |
| Grant date value (cash plus stock FMV) | $5,584,522 (at $52.767 per share) . |
| Shares initially issued (before net settlement) | 72,205 . |
| Net shares after tax withholding (vested at grant, 10‑yr transfer restriction) | 57,877 . |
Plan design highlights:
- Short‑Term max 150% of target; Long‑Term (dollar‑denominated) max 200% of target; 10‑year transfer restrictions on NEO equity; operating profit “phase‑in” safeguard used in 2024 design; hedging prohibited; limited early release only in rare hardship cases .
Equity Ownership & Alignment
| Ownership (as of Mar 1, 2025) | Value |
|---|---|
| Class A Common beneficially owned | 164,589 shares (1.16% of Class A) . |
| Class B Common beneficially owned | None disclosed for Prasad . |
| Stock options | Company does not sponsor option plans; no options granted in 2024 . |
Alignment mechanics and policies:
- Annual long‑term awards are fully vested when issued but subject to 10‑year transfer restrictions for NEOs, creating multi‑year holding exposure to stock price and performance .
- Hedging is prohibited for officers/directors; pledging of non‑restricted shares requires prior approval; restricted shares generally may not be pledged or transferred during the restricted period .
- No formal executive stock ownership multiple; long 10‑year hold requirement effectively builds exposure over time .
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreements | No individual employment or severance agreements for NEOs; severance only under broad‑based plan with health benefit continuation by service length . |
| Change‑in‑control (CIC) | Incentive Plans pay pro‑rated target award for year of CIC; no tax gross‑ups; provisions are plan‑level (not employment contracts) . |
| CIC estimated value (as of 12/31/24) | Prasad: $5,134,209 (plan target basis) . |
| Clawbacks | SEC‑compliant 10D‑1 clawback for 3‑year lookback on restatements (no‑fault), plus supplemental discretionary clawback for improper payments; multiple recovery methods; limited impracticability exceptions . |
| CEO tenure | CEO since May 2023 . |
Board Governance (Director Service, Committees, Dual‑Role)
- Director since 2023; not independent; no committee assignments per committee roster .
- Attendance: all directors (including Prasad) attended at least 75% of Board/committee meetings in 2024; Board held 4 meetings .
- Board leadership: Chairman/CEO roles separated in 2023; Executive Chairman Alfred M. Rankin, Jr.; HY may qualify as a “controlled company” but elects not to use NYSE governance exemptions (audit/NCG/comp committees fully independent) .
- Executive sessions: independent directors meet in executive session at least annually .
- Director pay: as a management director, Prasad does not receive director compensation; NEO pay disclosed in executive tables .
Dual‑role implications:
- CEO + Director without chair responsibilities mitigates concentration of power; independent committees and separated chair structure support oversight despite controlled voting structure .
Say‑on‑Pay, Peer Benchmarking, Program Design
- Say‑on‑pay approval: >99% support at 2024 annual meeting; 2025 program remains largely consistent, with updated midpoints/measures .
- Comparator approach: Korn Ferry General Industrial Survey (broad U.S. industrials $2.5–$4.99B revenue), target total compensation anchored at 50th percentile; committee adjusts mix and targets; independent consultant retained .
- Design orientation: high at‑risk mix; no tax gross‑ups; no options; lengthy equity holding; payout caps; hedging prohibition .
Performance & Track Record Indicators
| Measure | 2023 | 2024 | Note |
|---|---|---|---|
| Lift Truck consolidated operating profit ($M) | 237.1 | 296.7 | Reflects stronger operating performance YoY . |
| Company TSR (cumulative value of $100) | $18.81 | $(0.54) | Mixed shareholder return dynamics over period . |
Execution notes from incentive outcomes:
- Strong ROTCE drove maximum long‑term payout on financial metric; strategic objectives assessed at 97.7% .
- Nuvera underperformance weighed on CEO’s short‑term payout component; Lift Truck operating profit and margin mix favorable .
Director Compensation (Context)
- Non‑employee directors receive retainers/fees and equity paid as “Mandatory” and “Voluntary” shares, with 10‑year transfer restrictions on Mandatory shares; not applicable to Prasad as an employee director .
Compensation Structure Analysis (Signals)
- Cash vs equity: substantial shift to equity with 10‑year restrictions aligns long‑term value creation; no stock options simplifies dilution/repricing risk .
- At‑risk emphasis: 2024 Short‑Term target 100% of midpoint; Long‑Term target 287.5% of midpoint; payouts varied with results (ST 81.7%; LT 148.9%) .
- Governance discipline: no gross‑ups; clawbacks; independent comp committee and external advisor .
Risk Indicators & Red Flags
- Hedging prohibited; pledging controlled via approval (note: other insiders have disclosed pledges; none disclosed for Prasad) .
- No options and no repricings; no individual CIC agreements; plan‑level CIC payouts only (pro‑rata target) .
- Concentrated voting control among related holders (directors/executives together representing 72.65% combined voting power as of Mar 1, 2025) heightens governance concentration risk .
Equity Ownership & Vesting Schedules (Detail)
| 2024 Equity grant mechanics | Detail |
|---|---|
| Grant date | Feb 14, 2025 (for 2024 performance) . |
| Vesting | Fully vested at grant; 10‑year transfer restriction (NEO) . |
| Shares issued (gross/net) | 72,205 issued before net settlement; 57,877 after tax withholding; value realized at $52.767 . |
Employment Terms (Severance and CIC Economics)
| Topic | Structure |
|---|---|
| Severance | Broad‑based plan; no bespoke multiples disclosed for NEOs . |
| CIC payout example | Prasad: $5,134,209 at targets (pro‑rated for year of CIC) . |
Investment Implications
- Alignment and retention: The 10‑year transfer restriction on NEO equity drives unusually strong long‑term alignment and reduces near‑term selling pressure signals; expect annual grant activity (typically mid‑Feb) with net‑settlement tax withholdings rather than open‑market sales .
- Pay‑for‑performance sensitivity: 2024 payouts show sensitivity to operating profit and ROTCE, with Nuvera shortfalls tempering ST payout—watch subsidiary execution (Nuvera/Bolzoni) as catalysts for bonus variability and sentiment .
- Downside protections limited: Absence of individual severance/CIC contracts and no gross‑ups is shareholder‑friendly; plan‑level pro‑rata CIC payouts limit windfalls .
- Governance trade‑offs: Separated Chair/CEO and fully independent key committees mitigate some controlled‑company risks, but concentrated voting control can constrain external governance pressure—engagement and comp transparency remain critical .